HomeMy WebLinkAbout11 - Paramedic-Medical Billing & Collection ServicesCITY OF
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NEWPORT BEACH
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S,FaFN' City Council Staff Report
Agenda Item No. 11
June 28. 2011
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: Fire Department
Michael Morgan, Interim Fire Chief
949 - 644 -3101, mmorgan @nbfd.net
PREPARED BY: Anthony Nguyen, Senior Buyer
APPROVED: � 6_kL N
TITLE: Approval of Agreement for Paramedic /Medical Billing and Collection
Services
ABSTRACT:
Selection of a contractor to provide paramedic /medical billing and collection services.
RECOMMENDATION:
Approve the execution of an agreement directly with Wittman Enterprises for ambulance
billing collection services in the amount of up to $165,000 annually for a period of three
years with the option to renew for two additional one -year periods;
FUNDING REQUIREMENTS:
Since the fees paid under the terms of this agreement are tied directly to a revenue
stream, the Fire Department EMS - Paramedic Services revenue account (2340 -5065) is
currently being abated to pay for the fees due to Wittman Enterprises. The staff request
for Council approval of a budget amendment increasing revenue estimates in account
2340 -5065 by $165,000 and increasing expenditure appropriations in 2340 -8706
(Ambulance Services) by $165,000 is a mechanism to improve disclosure of actual
Paramedic Services expenditures and is in accordance with the Administrative Services
Department's goal to improve transparency by eliminating revenue abatements related
to specific cost centers. It is important to note that this proposed change does not affect
the General Fund balance.
The Budget Amendment records and appropriates $165,000 in additional revenue from
paramedic /medical billing and $165,000 in increased expenditure appropriations. The
revenue will be posted to the Paramedic Services account in the Fire Department,
2340 -5065, and the purchase will be expensed to the Ambulance Services account in
the Fire Department, 2340 -8706.
Approval of Agreement for Paramedic /Medical Billing and Collection Services
June 28, 2011
Page 2
DISCUSSION:
Background on Contractor
Wittman Enterprises began contracting with the City in 1996 and since that time has
been the City's sole provider of paramedic /medical billing and collection services.
These services are contracted because Wittman Enterprises provides the City with the
requisite expertise in dealing with various vendors in this industry (such as insurance
companies) as it relates to billing and collections for paramedic and medical services.
Background on RFP Process:
In preparation for a new agreement, work began toward a Request for Proposal (RFP)
process, in which proposals would be accepted from multiple firms in the billing and
collection industry wishing to provide said services to the City. This process serves to
fulfill competitive bidding requirements and also allows the City to determine if Wittman
Enterprises remains the best fit to provide these services for the City. During the
research portion of the RFP process, it was brought to the City's attention that other
local cities had recently issued RFPs for the same services. The cities of Santa Ana
(June, 2009) and Long Beach (January, 2010) both selected Wittman Enterprises as
their billing and collection contractor after lengthy RFP evaluation processes.
Furthermore, the City of Orange in June of 2010 also received City Council approval to
contract directly with Wittman Enterprises based on the results of the City of Santa Ana
RFP process. It is important to note that in an RFP evaluation process, as opposed to a
standard bid process, factors other than cost are taken into consideration when
selecting a contractor such as the contractor's work plan, deployment of services, and
past service history with other local agencies. Wittman Enterprises was selected based
on these criteria by all agencies mentioned above, this combined with the fact that they
have also been the City of Newport Beach billing and collections provider since 1996
with a proven track record instills much confidence in staffs request for Council
authorization to contract directly with Wittman Enterprises, saving time and money for
the City as well.
Background on Proposed Agreement:
Under the terms of the current agreement, the City is committing to pay Wittman
Enterprises 6.8% of net collected dollars as compensation for services, which has
amounted to approximately $150,000 per year (based on a three -year average).
Projections provided by Wittman Enterprises for FY12 reflect an increase in revenue
based on an increase in emergency ambulance transport fees approved by the City
Council effective April 20, 2011. It is expected that the compensation for services will
increase to approximately $158,000 based on these projections. Through the efforts of
negotiation on the part of City staff, Wittman Enterprises has formally offered to extend
the City a reduction in billing rate from 6.8% to 6.1% upon agreement execution.
Approval of Agreement for Paramedic /Medical Billing and Collection Services
June 28, 2011
Page 3
Assuming billing volume remains constant, this projects to a cost savings of
approximately $18,000 annually when compared to the current rate the City is paying.
The terms of the proposed agreement between Wittman Enterprises and the City of
Newport Beach for which staff is requesting Council approval is three years with the
option to renew for two additional one -year periods and a not -to- exceed amount of
$165,000 per year.
ENVIRONMENTAL REVIEW:
Staff recommends the City Council find this action is not subject to the California
Environmental Quality Act ( "CEQA ") pursuant to Sections 15060(c)(2) (the activity will
not result in a direct or reasonably foreseeable indirect physical change in the
environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378)
of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it
has no potential for resulting in physical change to the environment, directly or
indirectly.
NOTICING:
The agenda item has been noticed according to the Brown Act (72 hours in advance of
the meeting at which the City Council considers the item).
Submitted by:
_7_
Michael Morgan
Interim Fire Chief
Attachments: A — City of Long Beach RFP RFP Results Analysis
B — City of Santa Ana RFP Scoring Recapitulation
C — City of Orange City Council Approval to Contract Directly with
Wittman Enteprises Based on the City of Santa Ana RFP.
D — Proposed Agreement with Wittman Enterprises
E — Budget Amendment
Approval of Agreement for Paramedic /Medical Billing and Collection Services
June 28, 2011
Page 4
ATTACHMENT A: CITY OF LONG BEACH RFP RESULTS ANALYSIS
t
City of Long Beach Memorandum
.cq Working Together to Serve
S 2g4 i
Date: October 27, 2009
To: Erik Sund, Business Relations Manager, Financial Management
From: David Honey, Manager — Administration, Fire Department
Subject: RFP FD09046, Billing and Collection Services for Basic Life Support Transportation
Four (4) proposals were received in response to the Request for Proposals for
Billing and Collection Services for Basic Life Support (BLS) Transportation, which
was closed September 17, 2009. A panel of three (3) members reviewed the
proposals. The review panel included the Manager- Administration, BLS Program
Battalion Chief, and Administrative Analyst.
The proposals were evaluated based upon the following:
• Project specifications
• Experience in the performance of comparable engagements
• Reasonableness of cost
• Expertise and availability of key personnel
• RFP conformance
After proposals were reviewed, the panel members discussed their evaluations
and selected Wittman Enterprises. There were several factors noted in choosing
this vendor, including: 1) Wittman's successful track record of providing BLS
billing for the City of Long Beach for the past four years; 2) significant experience
providing service to EMS clients in California, specifically in Los Angeles County;
3) existing billing and working relationships with all City utilized hospitals; and 4)
compatibility with current billing processes and existing hardware and software.
Other proposals were received from the following:
DioitechComputer, Inc. — Proposal calls for the use of software that may not be
compatible with the City's current software and business processes. Vendor has
no presence or clients in California.
Pridemark Billing Services - Cost was highest of all those submitted.
i /adoi intermedix - Vendor submitted the proposal with the lowest cost (estimated
$20,000 less than Wittman). Vendor proposed optional solutions for software (as
solicited in the RFP) which would lead to significant additional costs as they
would need to be implemented systemwide, and are therefore not practical at this
time. Vendor does not have any Los Angeles County clients.
If you have any questions, I can be reached at extension 82517
Approval of Agreement for Paramedic /Medical Billing and Collection Services
June 28, 2011
Page 5
ATTACHMENT B: CITY OF SANTA ANA RFP SCORING RECAPITULATION
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Approval of Agreement for Paramedic /Medical Billing and Collection Services
June 28, 2011
Page 6
ATTACHMENT C: CITY OF ORANGE MOTION TO CONTRACT DIRECTLY WITH
WITTMAN ENTERPRISES
AiGN'ENDA ITEM
Fry%
®,..� June 8, 2010
TO: Honorable Mayor and
Members of the City Council
THRU: John W. Sibley
City Manager
FROM: Bart A. Lewis, Fire Chief
1. SUBJECT
Reviewed/Verified By/.
City Manager
Finance Diree or
To Be Presente -: Do
Fackiner,
Admini Ca lain
strative
X Cons Calendar
City Nigr Rpts
_
Council Reports _
Legal Affairs
Board. "on s _
Public Hrgs
Admin Reports
flan /Fnviron
Approval of an agreement between Wittman Enterprises and the City of Orange for EMT
Transportation Program billing services through a cooperative agreement.
2. SUMMARY
Wittman Enterprises is the current contractor for Fire Department EMT Transportation Program
billing. Their job is to collect the fees and charges generated when Fire Department personnel
treat and /or transport citizens to the hospital. The current contract expires on June 30i1', 2010-
The Fire Department recommends using a cooperative RFP process on a contract between
Wittman Enterprises and the City of Santa Ana. Santa Ana recently awarded this contract
following a competitive RFP process. Wittman Enterprises is offering the same contract terms
and conditions to the City of Orange.
3. RECOMMENDED ACTION
Authorize the Mayor and City Clerk to execute a consultant services agreement on behalf of the
City and Wittman Enterprises.
4. FISCAL IMPACT
Sufficient funds have been included in the proposed 2010 -11 budget as follows
100.3011.51670 - Other Professional and Contractual Services - S13,176
125.3015.51670 - Other Professional and Contractual Services - S89,400
100.3022.51670 - Other Professional and Contractual Services - $60,824
Subsequent years will be similar to the above.
ITEM J. 1 6/8/10
Approval of Agreement for Paramedic /Medical Billing and Collection Services
June 28, 2011
Page 7
15. STRATEGIC PLAN GOAL(S)
2. Bea fiscally healthy community.
a. Expend fiscal resources responsibly.
6. DISCUSSION and BACKGROUND
The City Council is required by the Orange Municipal Code to approve all contracts with
consultants which exceed S30,000 in a single fiscal year. The City Council is authorized by state
law to enter into contracts with consultants when such work cannot be performed by in -house
staff.
The Orange Municipal Code and the City of Orange Administrative Manual establish the City
Council's role and responsibilities for awarding City contracts.
Wittman Enterprises became our billing agency in April, 1996. Since that time; their customer
services have been very responsive, their net receipts in FY 2008/09 was 47.8% and the amount
they charge the Fire Department (6.5%) is minimal. Wittman proposes to lower their service fee
to 6.1 % if this agreement is approved.
Based upon the Fire Department's experience with Wittman and their documented performance
in the area of collections, the renewal of their contract through 2015 is recommended.
The Fire Department opted to seek a similar RFP process that was recently conducted in order to
save the City money and Staff time. The City of Santa Ana recently conducted an RFP process
for similar services and Wittman was selected.
Wittman has extended the same rate and scope of serv6ces to the City of Orange as they did to
the City of Santa Ana (RFP #09 -003 Fiscal Year 2009/1 0)_
7. ATTACHMENTS
Professional Services Agreement between City of Orange and Wittman Enterprises, LLC.
Scope of Services for Wittman Enterprises, LLC.
Executed Agreement between Wittman and the City of Santa Ana.
Cooperative Agreement Letter from Wittman extending Santa Ana's Agreement to the City of
Orange.
ITEM _ 2 6/8/10
SERVICE AGREEMENT WITH
WITTMAN ENTERPRISES
FOR AMBULANCE BILLING SERVICES
THIS SERVICE AGREEMENT ( "Agreement ") is made and entered into as of this
day of July, 2011 by and between the CITY OF NEWPORT BEACH, a California
Municipal Corporation ( "City'), and WITTMAN ENTERPRISES, a California corporation
( "Contractor "), whose address is 21 Blue Sky Court, Suite A, Sacramento, California
95828 and is made with reference to the following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of City.
B. Since 1975, the Newport Beach Fire Department has been the sole provider of
Paramedic services for the City. The City Council establishes by Resolution
reasonable fees and charges to be paid by persons using the City's paramedic
field services to recover the City's costs for providing paramedic services and
emergency ambulance transportation services. .
C. City desires to engage Contractor to provide statements to and collect payments
from patients who have received paramedic field services and emergency
ambulance transportation services ( "Project').
D. Contractor possesses the skill, experience, ability, background, certification and
knowledge to provide the services described in this Agreement.
E. The principal member of Contractor, for purposes of Project, shall be Corinne
Wittman -Wong.
F. City has solicited and received a proposal from Contractor, has reviewed the
previous experience and evaluated the expertise of Contractor, and desires to
retain Contractor to render professional services under the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows:
1. TERM
The initial term of this Agreement shall commence on the above written date, and shall
be for a period of three (3) years. The term of this Agreement shall be extended for two
(2) additional one (1) year terms with the extensions to automatically commence upon
the expiration of the initial term, or any extended term, unless the City notifies the
Contractor in writing thirty (30) days before the end of the initial term or any extended
term of its intent to terminate this Agreement at the conclusion of the initial term or any
extended term. In any event, the term of this Agreement shall not extend beyond June
30. 2016 unless terminated earlier as set forth in Section 27.
2. SERVICES TO BE PERFORMED
City and Contractor acknowledge that the above Recitals are true and correct and are
hereby incorporated by reference. Contractor shall diligently perform all the services
described in the Scope of Services attached hereto as Exhibit A and incorporated
herein by reference ( "Services "). The City may elect to delete certain tasks of the
Scope of Services at its sole discretion.
3. TIME OF PERFORMANCE
3.1 Time is of the essence in the performance of Services under this
Agreement and the Services shall be performed to completion in a diligent and timely
manner. The failure by Contractor to perform the Services in a diligent and timely
manner may result in termination of this Agreement by City.
3.2 Notwithstanding the foregoing, Contractor shall not be responsible for
delays due to causes beyond Contractor's reasonable control. However, in the case of
any such delay in the Services to be provided for the Project, each party hereby agrees
to provide notice to the other party so that all delays can be addressed.
3.3 Contractor shall submit all requests for extensions of time for performance
in writing to the Project Administrator not later than ten (10) calendar days after the start
of the condition that purportedly causes a delay. The Project Administrator shall review
all such requests and may grant reasonable time extensions for unforeseeable delays
that are beyond Contractor's control.
3.4 For all time periods not specifically set forth herein, Contractor shall
respond in the most expedient and appropriate manner under the circumstances, by
telephone, fax, hand - delivery or mail.
4. COMPENSATION TO CONTRACTOR
4.1 Computation of the compensation due Contractor for any given month
shall be.based on the revenues actually received by Contractor on behalf of the City
during that month. City shall pay Contractor, and Contractor accepts as full payment for
all Services rendered pursuant to this Agreement, six and one /tenth percent (6.1%)
( "Rate ") of the net proceeds received by Contractor on behalf of City for paramedic field
services for any given month. This amount, including any reimbursable items and
subcontractor fees, shall not exceed One Hundred Sixty Five Thousand Dollars and
no /100 ($165,000.00) per contract year without written amendment to the Agreement.
No Rate changes shall be made during the term of this Agreement without the prior
written approval of City.
4.2 Contractor shall submit monthly invoices to City describing the Services
performed the preceding month. Contractor's invoices shall include a brief description
of the Services performed and /or the specific task in the Scope of Services to which it
relates, the date the Services were performed and a description of any reimbursable
expenditures. City shall pay Contractor no later than thirty (30) days after approval of
the monthly invoice by City staff.
Wittman Enterprises Page 2
4.3 City shall reimburse Contractor only for those costs or expenses
specifically approved in this Agreement, or specifically approved in writing in advance
by City. Unless otherwise approved, such costs shall be limited and include nothing
more than the following costs incurred by Contractor
4.3.1 The actual costs of subcontractors for performance of any of the
Services that Contractor agrees to render pursuant to this Agreement, which have been
approved in advance by City and awarded in accordance with this Agreement.
4.3.2 Approved reproduction charges.
4.3.3 Actual costs and /or other costs and /or payments specifically
authorized in advance in writing and incurred by Contractor in the performance of this
Agreement.
4.4 Contractor shall not receive any compensation for Extra Work performed
without the prior written authorization of City. As used herein, "Extra Work" means any
work that is determined by City to be necessary for the proper completion of the Project,
but which is not included within the Scope of Services and which the parties did not
reasonably anticipate would be necessary at the execution of this Agreement.
Compensation for any authorized Extra Work shall be paid in accordance with the
Schedule of Billing Rates as set forth in Exhibit B.
5. PROJECT MANAGER
5.1 Contractor shall designate a Project Manager, who shall coordinate all
phases of the Project. This Project Manager shall be available to City at all reasonable
times during the Agreement term. Contractor has designated Corinne Wittman -Wong
to be its Project Manager. Contractor shall not remove or reassign the Project Manager
or any personnel listed in Exhibit A or assign any new or replacement personnel to the
Project without the prior written consent of City. City's approval shall not be
unreasonably withheld with respect to the removal or assignment of non -key personnel.
5.2 Contractor, at the sole discretion of City, shall remove from the Project any
of its personnel assigned to the performance of Services upon written request of City.
Contractor warrants that it will continuously furnish the necessary personnel to complete
the Project on a timely basis as contemplated by this Agreement.
6. ADMINISTRATION
This Agreement will be administered by the Fire Department. Cathy Ord, Emergency
Medical Services (EMS) Manager, or his /her designee, shall be the Project
Administrator and shall have the authority to act for City under this Agreement. The
Project Administrator or her authorized representative shall represent City in all matters
pertaining to the Services to be rendered pursuant to this Agreement.
7. CITY'S RESPONSIBILITIES
7.1 In order to assist Contractor in the execution of its responsibilities under
this Agreement, City agrees to, where applicable:
Wittman Enterprises Page 3
7.1.1 Submit necessary transport information, including pay source
information and patient condition, to Contractor for billing purposes.
7.1.2 Submit to Contractor all necessary information relating to patient
transport services, payments and patient eligibility.
7.1.3 Notify Contractor of any accounts that require special attention.
8. STANDARD OF CARE
8.1 All of the Services shall be performed by Contractor or under Contractor's
supervision. Contractor represents that it possesses the professional and technical
personnel required to perform the Services required by this Agreement, and that it will
perform all Services in a manner commensurate with community professional
standards. All Services shall be performed by qualified and experienced personnel who
are not employed by City, nor have any contractual relationship with City. By delivery of
completed work, Contractor certifies that the work conforms to the requirements of this
Agreement and all applicable federal, state and local laws and the professional standard
of care.
8.2 Contractor represents and warrants to City that it has, shall obtain, and
shall keep in full force in effect during the term hereof, at its sole cost and expense, all
licenses, permits, qualifications, insurance and approvals of whatsoever nature that is
legally required of Contractor to practice its profession. Contractor shall maintain a City
of Newport Beach business license during the term of this Agreement.
8.3 Contractor shall not be responsible for delay, nor shall Contractor be
responsible for damages or be in default or deemed to be in default by reason of strikes,
lockouts, accidents, or acts of God, or the failure of City to furnish timely information or
to approve or disapprove Contractor's Work promptly, or delay or faulty performance by
City, contractors, or governmental agencies.
8.4 Contractor shall comply with the Health Insurance Portability and
Accountability Act of 1996, Public Law 104 -191 ( "HIPAA "), the Health Information
Technology for Economic and Clinical Health Act, Public Law 111 -005 ( "the HITECH
Act "), and including but not limited to, the Standards for Privacy of Individually
Identifiable Health Information, 45 Code of Federal Regulations Parts 160 and 164; and
shall enter into a the HIPAA Business Associate Agreement attached hereto as Exhibit
C and incorporated herein by reference.
9. HOLD HARMLESS
9.1 To the fullest extent permitted by law, Contractor shall indemnify, defend
and hold harmless City, its City Council, boards and commissions, officers, agents,
volunteers, and employees (collectively, the "Indemnified Parties ") from and against any
and all claims (including, without limitation, claims for bodily injury, death or damage to
property), demands, obligations, damages, actions, causes of action, suits, losses,
judgments, fines, penalties, liabilities, costs and expenses (including, without limitation,
attorney's fees, disbursements and court costs) of every kind and nature whatsoever
(individually, a Claim; collectively, "Claims'), which may arise from or in any manner
Wittman Enterprises Page 4
relate (directly or indirectly) to any breach of the terms and conditions of this
Agreement, any Work performed or Services provided under this Agreement including,
without limitation, defects in workmanship or materials or Contractor's presence or
activities conducted on the Project (including the negligent and /or willful acts, errors
and /or omissions of Contractor, its principals, officers, agents, employees, vendors,
suppliers, subcontractors, subcontractors, anyone employed directly or indirectly by any
of them or for whose acts they may be liable or any or all of them).
9.2 Notwithstanding the foregoing, nothing herein shall be construed to
require Contractor to indemnify the Indemnified Parties from any Claim arising from the
sole negligence or willful misconduct of the Indemnified Parties. Nothing in this
indemnity shall be construed as authorizing any award of attorney's fees in any action
on or to enforce the terms of this Agreement. This indemnity shall apply to all claims
and liability regardless of whether any insurance policies are applicable. The policy
limits do not act as a limitation upon the amount of indemnification to be provided by the
Contractor.
10. INDEPENDENT CONTRACTOR
It is understood that City retains Contractor on an independent contractor basis and
Contractor is not an agent or employee of City. The manner and means of conducting
the Work are under the control of Contractor, except to the extent they are limited by
statute, rule or regulation and the expressed terms of this Agreement. Nothing in this
Agreement shall be deemed to constitute approval for Contractor or any of Contractor's
employees or agents, to be the agents or employees of City. Contractor shall have the
responsibility for and control over the means of performing the Work, provided that
Contractor is in compliance with the terms of this Agreement. Anything in this
Agreement that may appear to give City the right to direct Contractor as to the details of
the performance or to exercise a measure of control over Contractor shall mean only
that Contractor shall follow the desires of City with respect to the results of the Services.
11. COOPERATION
Contractor agrees to work closely and cooperate fully with City's designated Project
Administrator and any other agencies that may have jurisdiction or interest in the work
to be performed. City agrees to cooperate with the Contractor on the Project.
12. CITY POLICY
Contractor shall discuss and review all matters relating to policy and Project direction
with City's Project Administrator in advance of all critical decision points in order to
ensure the Project proceeds in a manner consistent with City goals and policies.
13. PROGRESS
Contractor is responsible for keeping the Project Administrator and /or his /her duly
authorized designee informed on a regular basis regarding the status and progress of
the Project, activities performed and planned, and any meetings that have been
scheduled or are desired.
Wittman Enterprises Page 5
14. INSURANCE
14.1 Without limiting Contractor's indemnification of City, and prior to
commencement of Work, Contractor shall obtain, provide and maintain at its own
expense during the term of this Agreement, policies of insurance of the type and
amounts described below and in a form satisfactory to City.
14.2 Proof of Insurance. Contractor shall provide certificates of insurance to
City as evidence of the insurance coverage required herein, along with a waiver of
subrogation endorsement for workers' compensation. Insurance certificates and
endorsement must be approved by City's Risk Manager prior to commencement of
performance. Current certification of insurance shall be kept on file with City at all times
during the term of this agreement. City reserves the right to require complete, certified
copies of all required insurance policies, at any time.
14.2.1 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
Contractor, his agents, representatives, employees or subcontractors. The cost of such
insurance shall be included in Contractor's bid.
14.3 Acceptable Insurers. All insurance policies shall be issued by an
insurance company currently authorized by the Insurance Commissioner to transact
business of insurance in the State of California, with an assigned policyholders' Rating
of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the
latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk
Manager.
14.4 Coverage Requirements.
14.4.1 Workers' Compensation Coverage. Contractor shall maintain
Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance
(with limits of at least one million dollars ($1,000,000)) for Contractor's employees in
accordance with the laws of the State of California, Section 3700 of the Labor Code In
addition, Contractor shall require each subContractor to similarly maintain Workers'
Compensation Insurance and Employer's Liability Insurance in accordance with the
laws of the State of California, Section 3700 for all of the subContractor's employees.
14.4.1.1 Any notice of cancellation or non - renewal of all
Workers' Compensation policies must be received by City at least thirty (30) calendar
days (ten (10) calendar days written notice of non - payment of premium) prior to such
change.
14.4.1.2 Contractor shall submit to City, along with the
certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its
officers, agents, employees and volunteers.
14.4.2 General Liability Coverage. Contractor shall maintain commercial
general liability insurance in an amount not less than one million dollars ($1,000,000)
Wittman Enterprises Page 6
per occurrence for bodily injury, personal injury, and property damage, including without
limitation, blanket contractual liability.
14.4.3 Automobile Liability Coverage. Contractor shall maintain
automobile insurance covering bodily injury and property damage for all activities of the
Contractor arising out of or in connection with Work to be performed under this
Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in
an amount not less than one million dollars ($1,000,000) combined single limit for each
accident.
14.4.4 Professional Liability (Errors & Omissions) Coverage. Contractor
shall maintain professional liability insurance that covers the Services to be performed
in connection with this Agreement, in the minimum amount of one million dollars
($1,000,000) limit per claim and in the aggregate.
14.5 Other Insurance Provisions or Requirements.
14.5.1 The policies are to contain, or be endorsed to contain, the following
provisions
14.5.1.1 Waiver of Subrogation. All insurance coverage
maintained or procured pursuant to this agreement shall be endorsed to waive
subrogation against City, its elected or appointed officers, agents, officials, employees
and volunteers or shall specifically allow Contractor or others providing insurance
evidence in compliance with these requirements to waive their right of recovery prior to
a loss. Contractor hereby waives its own right of recovery against City, and shall require
similar written express waivers and insurance clauses from each of its subContractors.
14.5.1.2 Enforcement of Contract Provisions. Contractor
acknowledges and agrees that any actual or alleged failure on the part of the City to
inform Contractor of non - compliance with any requirement imposes no additional
obligations on the City nor does it waive any rights hereunder.
14.5.1.3 Requirements not Limiting. Requirements of specific
coverage features or limits contained in this Section are not intended as a limitation on
coverage, limits or other requirements, or a waiver of any coverage normally provided
by any insurance. Specific reference to a given coverage feature is for purposes of
clarification only as it pertains to a given issue and is not intended by any party or
insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type.
14.5.1.4 Notice of Cancellation. Contractor agrees to oblige
its insurance agent or broker and insurers to provide to City with thirty (30) days notice
of cancellation (except for nonpayment for which ten (10) days notice is required) or
nonrenewal of coverage for each required coverage.
14.6 Timely Notice of Claims. Contractor shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from Contractor's
performance under this Agreement.
Wittman Enterprises Page 7
14.7 Additional Insurance. Contractor shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own judgment
may be necessary for its proper protection and prosecution of the Work.
15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the Services to be provided
under this Agreement shall not be assigned, transferred contracted or subcontracted out
without the prior written approval of City. Any of the following shall be construed as an
assignment: The sale, assignment, transfer or other disposition of any of the issued
and outstanding capital stock of Contractor, or of the interest of any general partner or
joint venturer or syndicate member or cotenant if Contractor is a partnership or joint -
venture or syndicate or cotenancy, which shall result in changing the control of
Contractor. Control means fifty percent (50 %) or more of the voting power, or twenty -
five percent (25 %) or more of the assets of the corporation, partnership or joint- venture.
16. SUBCONTRACTING
The parties recognize that a substantial inducement to City for entering into this
Agreement is the professional reputation, experience and competence of Contractor.
Assignments of any or all rights, duties or obligations of the Contractor under this
Agreement will be permitted only with the express written consent of City. Contractor
shall not subcontract any portion of the Services to be performed under this Agreement
without the prior written authorization of City.
17. OWNERSHIP OF DOCUMENTS
17.1 Each and every report, draft, record, plan, document and other writing
produced (hereinafter "Documents "), prepared or caused to be prepared by Contractor,
its officers, employees, agents and subcontractors, in the course of implementing this
Agreement, shall become the exclusive property of City, and City shall have the sole
right to use such materials in its discretion without further compensation to Contractor or
any other party. Contractor shall, at Contractor's expense, provide such Documents to
City upon prior written request.
17.2 Documents, including drawings and specifications, prepared by Contractor
pursuant to this Agreement are not intended or represented to be suitable for reuse by
City or others on any other project. Any use of completed Documents for other projects
and any use of incomplete Documents without specific written authorization from
Contractor will be at City's sole risk and without liability to Contractor. Further, any and
all liability arising out of changes made to Contractor's deliverables under this
Agreement by City or persons other than Contractor is waived against Contractor and
City assumes full responsibility for such changes unless City has given Contractor prior
notice and has received from Contractor written consent for such changes.
18. CONFIDENTIALITY
All Documents, including drafts, preliminary drawings or plans, notes and
communications that result from the Services in this Agreement, shall be kept
confidential unless City authorizes in writing the release of information.
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19. INTELLECTUAL PROPERTY INDEMNITY
The Contractor shall defend and indemnify City, its agents, officers, representatives and
employees against any and all liability, including costs, for infringement of any United
States' letters patent, trademark, or copyright infringement, including costs, contained in
Contractors drawings and specifications provided under this Agreement.
20. RECORDS
Contractor shall keep records and invoices in connection with the Work to be performed
under this Agreement. Contractor shall maintain complete and accurate records with
respect to the costs incurred under this Agreement and any Services, expenditures and
disbursements charged to City, for a minimum period of three (3) years, or for any
longer period required by law, from the date of final payment to Contractor under this
Agreement. All such records and invoices shall be clearly identifiable. Contractor shall
allow a representative of City to examine, audit and make transcripts or copies of such
records and invoices during regular business hours. Contractor shall allow inspection of
all Work, data, Documents, proceedings and activities related to the Agreement for a
period of three (3) years from the date of final payment to Contractor under this
Agreement.
21. WITHHOLDINGS
City may withhold payment to Contractor of any disputed sums until satisfaction of the
dispute with respect to such payment. Such withholding shall not be deemed to
constitute a failure to pay according to the terms of this Agreement. Contractor shall not
discontinue Work as a result of such withholding. Contractor shall have an immediate
right to appeal to the City Manager or his /her designee with respect to such disputed
sums. Contractor shall be entitled to receive interest on any withheld sums at the rate of
return that City earned on its investments during the time period, from the date of
withholding of any amounts found to have been improperly withheld.
22. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional
inexperience of Contractor which result in expense to City greater than what would have
resulted if there were not errors or omissions in the Work accomplished by Contractor,
the additional design, construction and /or restoration expense shall be borne by
Contractor. Nothing in this paragraph is intended to limit City's rights under the law or
any other sections of this Agreement.
23. CITY'S RIGHT TO EMPLOY OTHER CONTRACTORS
City reserves the right to employ other Contractors in connection with the Project.
24. CONFLICTS OF INTEREST
24.1 The Contractor or its employees may be subject to the provisions of the
California Political Reform Act of 1974 (the "Act "), which (1) requires such persons to
disclose any financial interest that may foreseeably be materially affected by the Work
Wittman Enterprises Page 9
performed under this Agreement, and (2) prohibits such persons from making, or
participating in making, decisions that will foreseeably financially affect such interest.
24.2 If subject to the Act, Contractor shall conform to all requirements of the
Act. Failure to do so constitutes a material breach and is grounds for immediate
termination of this Agreement by City. Contractor shall indemnify and hold harmless
City for any and all claims for damages resulting from Contractor's violation of this
Section.
25. NOTICES
25.1 All notices, demands, requests or approvals to be given under the terms of
this Agreement shall be given in writing, and conclusively shall be deemed served when
delivered personally, or on the third business day after the deposit thereof in the United
States mail, postage prepaid, first -class mail, addressed as hereinafter provided. All
notices, demands, requests or approvals from Contractor to City shall be addressed to
City at:
Attn: Cathy Ord, EMS Manager
Fire Department
City of Newport Beach
3300 Newport Boulevard
PO Box 1768
Newport Beach, CA 92658
Phone: 949 - 644 -3384
Fax: 949 - 644 -3388
25.2 All notices, demands, requests or approvals from CITY to Contractor shall
be addressed to Contractor at:
Attention: Corinne Wittman -Wong
Wittman Enterprises
21 Blue Sky Court, Suite A
Sacramento, CA 95828
Phone: 916- 381 -6552
Fax: 800 - 772 -6552
26. CLAIMS
The Contractor and the City expressly agree that in addition to any claims filing
requirements set forth in the Agreement and Agreement documents, the Contractor
shall be required to file any claim the Contractor may have against the City in strict
conformance with the Tort Claims Act (Government Code sections 900 et seq.).
27. TERMINATION
27.1 In the event that either party fails or refuses to perform any of the
provisions of this Agreement at the time and in the manner required, that party shall be
deemed in default in the performance of this Agreement. If such default is not cured
within a period of two (2) calendar days, or if more than two (2) calendar days are
Wittman Enterprises Page 10
reasonably required to cure the default and the defaulting party fails to give adequate
assurance of due performance within two (2) calendar days after receipt of written
notice of default, specifying the nature of such default and the steps necessary to cure
such default, and thereafter diligently take steps to cure the default, the non - defaulting
party may terminate the Agreement forthwith by giving to the defaulting party written
notice thereof.
27.2 Notwithstanding the above provisions, City shall have the right, at its sole
discretion and without cause, of terminating this Agreement at any by giving seven
(7) calendar days prior written notice to Contractor. In the event of termination under
this Section, City shall pay Contractor for Services satisfactorily performed and costs
incurred up to the effective date of termination for which Contractor has not been
previously paid. On the effective date of termination, Contractor shall deliver to City all
reports, Documents and other information developed or accumulated in the
performance of this Agreement, whether in draft or final form.
28. COMPLIANCE WITH ALL LAWS
Contractor shall at its own cost and expense comply with all statutes, ordinances,
regulations and requirements of all governmental entities, including federal, state,
county or municipal, whether now in force or hereinafter enacted. In addition, all Work
prepared by Contractor shall conform to applicable City, county, state and federal laws,
rules, regulations and permit requirements and be subject to approval of the Project
Administrator and City.
29. WAIVER
A waiver by either party of any breach, of any term, covenant or condition contained
herein shall not be deemed to be a waiver of any subsequent breach of the same or any
other term, covenant or condition contained herein, whether of the same or a different
character.
30. INTEGRATED CONTRACT
This Agreement represents the full and complete understanding of every kind or nature
whatsoever between the parties hereto, and all preliminary negotiations and
agreements of whatsoever kind or nature are merged herein. No verbal agreement or
implied covenant shall be held to vary the provisions herein.
31. CONFLICTS OR INCONSISTENCIES
In the event there are any conflicts or inconsistencies between this Agreement and the
Scope of Services or any other attachments attached hereto, the terms of this
Agreement shall govern.
32. INTERPRETATION
The terms of this Agreement shall be construed in accordance with the meaning of the
language used and shall not be construed for or against either party by reason of the
Wittman Enterprises Page 11
authorship of the Agreement or any other rule of construction which might otherwise
apply.
33. AMENDMENTS
This Agreement may be modified or amended only by a written document executed by
both Contractor and City and approved as to form by the City Attorney.
34. SEVERABILITY
If any term or portion of this Agreement is held to be invalid, illegal, or otherwise
unenforceable by a court of competent jurisdiction, the remaining provisions of this
Agreement shall continue in full force and effect.
35. CONTROLLING LAW AND VENUE
The laws of the State of California. shall govern this Agreement and all matters relating
to it and any action brought relating to this Agreement shall be adjudicated in a court of
competent jurisdiction in the County of Orange.
36. EQUAL OPPORTUNITY EMPLOYMENT
Contractor represents that it is an equal opportunity employer and it shall not
discriminate against any subcontractor, employee or applicant for employment because
of race, religion, color, national origin, handicap, ancestry, sex or age.
37. NO ATTORNEY'S FEES
In the event of any dispute or legal action arising under this Agreement, the prevailing
party shall not be entitled to attorney's fees.
38. COUNTERPARTS
This Agreement may be executed in two or more counterparts, each of which shall be
deemed an original and all of which together shall constitute one and the same
instrument.
Wittman Enterprises Page 12
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the dates written below.
APPROVED AS TO FORM:
OFFICE, F T E CITY ATTORNEY
Date: b �S V,
CITY OF NEWPORT BEACH,
A California municipal corporation
Date:
Bv:
Kyleil.(Fjtbwen Michael F. Henn
Deputy City Attorney Mayor
ATTEST: CONTRACTOR: Wittman Enterprises, a
Date: California corporation
Date:
By: By:
Leilani I. Brown Corinne Wittman -Wong
City Clerk C.E.O.
Walter Imboden
C. F.O..
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
Exhibit C — HIPPA Business Associate Agreement
Wittman Enterprises Page 13
EXHIBIT A — SCOPE OF SERVICES
I. Private Billing
Contractor shall prepare all invoices and follow -up mailings to receivers of Newport Beach
paramedic field services. Initial invoicing with both English and Spanish instructions shall
be on 8 in by 11 in paper and shall be placed in envelopes, sealed and mailed, postage
prepaid. Initial invoicing shall occur within three (3) days of receipt of transport tickets. A
toll -free 800 telephone number shall be provided to patients. An initial telephone call shall
also be made at this time to elicit any insurance information from the patient or patient's
family. If there is no answer on this call, Contractor shall send an inquiry letter in addition
to the initial invoice. The standard bill schedule is as follows:
Private Bill Schedule
1. Invoice Immediately
2. Statement 30 days
3. Past Due 20 days
4. Final Demand 10 days
II. Medicare, Medi -Cal, Medi -Medi
Contractor shall prepare all invoices and electronically convey to Medicare and Medi -Cal
fiscal intermediaries.
All secondary and coinsurance billing transferred to the appropriate secondary pay source
and promptly billed to that source.
III. Workers' Compensation and Private Insurance
Contractor shall bill private insurance, supplemental insurance, secondary insurance and
Workers' Compensation billed according to specific requirements. Electronic billing of
insurance companies is to be performed where appropriate. Any correspondence for
additional information or follow up necessary to secure insurance payments will be
performed by Contractor.
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IV. Delinquent Claim Handling
Patients with claims aging over 45 days shall be contacted by telephone for payment
arrangements. Telephone follow -up shall continue until payment in full is received or
account is dismissed by Newport Beach Fire Department to an outside collection agency.
Contractor shall utilize installment billing as allowed by Newport Beach Fire Department in
cases of financial hardship.
V. Receipts Processing
Contractor shall receive direct payment, posting and depositing cash receipts within one
(1) day of receipt. Bank deposit receipt will be faxed to Newport Beach Fire Department.
Contractor shall have no access to the proceeds of the receipts. All funds are under the
exclusive control of Newport Beach Fire Department.
VI. Reports
Contractor, on a monthly basis shall perform accurate month end close procedures that
will result in the following reports:
Monthly Ticket Survey
Monthly Sales Journal
Monthly Cash Receipts Journal
Monthly Receivables Aging
Management A/R Analysis
Statistical Reports customized to client needs
VII. Provider Responsibilities
• Submit necessary transport information, including pay source information and
patient condition, to Contractor for billing purposes.
• Forward to Contractor all necessary information relating to patient transports
services, payments and patient eligibility.
• Notify Contractor of any accounts that require special attention.
• Obtain signature of patient or guardian.
• Provide patient's Social Security Number
VIII. Source Documents
Contractor shall retain all source documents including attachments for six (6) years. When
service agreement is terminated, all source documents are returned to City
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EXHIBIT B — SCHEDULE OF BILLING RATES
Fees
A. Percentage of Net Collections 6.1 % of net collected dollars
B. Monthly reports (Exhibit A, Section VI) Included
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EXHIBIT C
HIPAA BUSINESS ASSOCIATE AGREEMENT
This HIPAA Business Associate Agreement ( "HIPAA. Agreement") is entered into by and between
WITTMAN ENTERPRISES; a California corporation ( "Business Associate" or "Contractor ") and CITY OF
NEWPORT BEACH, a California Municipal corporation, ( "Covered Entity" or "City ").
RECITALS
WHEREAS, Business Associate performs functions, activities, or services for, or on behalf of Covered
Entity, and Business Associate receives, has access to, or creates Health Information in order to perform such
functions, activities or services:
WHEREAS, Covered Entity and Business Associate pursuant to this HIPAA Agreement are in compliance
with the Health Insurance Portability and Accountability Act of 1996, Public Law 104 -191 ("HIPAA"), the Health
Information Technology for Economic and Clinical Health Act, Public Law 111 -005 ( "the HITECH Act'), and
including but not limited to, the Standards for Privacy of Individually Identifiable Health Information, 45 Code of
Federal Regulations Parts 160 and 164; and
WHEREAS, HIPAA requires Covered Entity to enter into a contract with Business Associate to provide
for the protection of the privacy and security of Health Information, and HIPAA prohibits the disclosure to or use of
Health Information by Business Associate if such a contract is not in place.
AGREEMENT
NOR', THEREFORE, in consideration of the foregoing, and for other good and valuable consideration,
the receipt and adequacy of which is hereby acknowledged, the parties agree as follows:
ARTICLE I
DEFINITIONS
1.1 "Breach" means any unauthorized access, acquisition, use or disclosure of PHI which
compromises the security or privacy of that information.
1.2 "Disclose" and "Disclosure' mean, with respect to Health Information, the release, transfer,
provision of access to, or divulging in any other mariner of Health Information outside Business Associate's intemal
operations or to other than its employees.
1.3 "Electronic Protected Health Information - e -PHI' means any information that (a) relates to the
past, present or future physical or mental health or condition of an individual; the provision of health care to an
individual, or the past, present or future payment for the provision of health care to an individual; (b) identifies the
individual (or for which there is a reasonable basis for believing that the information can be used to identify the
individual); and (c) is received by Business Associate from or on behalf of Covered Entity, or is created by Business
Associate, or is made accessible to Business Associate by Covered Entity that is held in an electronic format.
1.4 "Identity Theft" means any infommation that may be used, alone or in conjunction with any other
information to identify a specific person.
1.5 'Protected Health Information - PHP' means information that (a) relates to the past, present or
future physical or mental health or condition of an individual; the provision of health care to an individual, or the
past, present or future payment for the provision of health care to an individual; (b) identifies the individual (or for
which there is a reasonable basis for believing that the information can be used to identify the individual); and (c) is
received by Business Associate from or on behalf of Covered Entity, or is created by Business Associate, or is made
accessible to Business Associate by Covered Entity.
1.6 `Privacy Regulations` means the Standards for Privacy of Covered Individually Identifiable
Health Information, 45 Code of Federal Regulations Parts 160 and 164, promulgated under HIPAA.
1.7 "HITECH'" means the Health Information Technology for Economic and Clinical Health Act,
Public Lath 111 -005 ("the HITECH Act').
1.8 "Red Flag" means a pattern, practice. or specific activity that indicates the possible existence of
identity theft'
1.9 "Red Flag Rules' means the Identity Theft Red Flag Rules promulgated under the Fair and
Accurate Credit Transactions of 2003( "Red Flag Rules') found at 16 C.P. R Part 681.
1.10 "Security Rules" means the requirements of the Security Regulations promulgated under the
Health Insurance Portability and Accountability Act of 1996 (Security Rule) found at 45 CPR Part 164.
1.11 "Services' means the services provided by Business Associate pursuant to the Underlying
Agreement(s); or if no such agreement(s) are in effect, the services Business Associate performs with respect to the
Covered Entity.
1.12 "Underlying Agreement" means the services agreement executed by the Covered Entity and
Business Associate,.
1.13 "Use" or "Uses" mean, with respect to Health Information, the sharing, employment, application,
utilization, examination, or analysis of such Health Information within Business Associate's internal operations.
ARTICLE H
OBLIGATION'S OF BUSINESS ASSOCIATE
2.1 Initial Effective Date of Performance. The obligations created under this HIPAA Agreement shall
become effective on April 14, 2003.
2.2 Permitted Uses and Disclosures of Health Information. Business Associate is authorized to and
shall
a. Use and Disclose Health Information as necessary to perform Services for, or on behalf
of Covered Entity:
b. Use Health Information to create aggregated or de- identified information (in accordance
with the requirements of the Privacy Regulations);
C. Use or Disclose Health Information (including aggregated or de- identified information)
as otherwise directed by Covered Entity provided that Covered Entity shall not request Business Associate to Use or
Disclose Health Information in a manner that would not be permissible if done by Covered Entity.
Business Associate shall not Use Health Information for any other purpose, except that if necessary,. Business
Associate may Use Health Information for the proper management and administration of Business Associate or to
carry out its legal responsibilities; provided that any Use or Disclosure described herein will not violate the Privacy
Regulations or California law if done by Covered Entity. Except as otherwise Limited in this HIPAA Agreement,
Business Associate may Disclose Health Information for the proper management and administration of the Business
Associate, provided that with respect to any such Disclosure either (a) the Disclosure is required by law (within the
meaning of the Privacy Regulations) or (b) the Disclosure would not otherwise violate California law and Business
Associate obtains reasonable written assurances from the person to whom the information is to be Disclosed that
such person will hold the information in confidence and will not Use or further Disclose such information except as
required by law or for the purpose(s) for which it was Disclosed by Business Associate to such person, and that such
person will notify Business Associate of any instances of which it is aware in which the confidentiality of the
information has been breached. Business Associate agrees to a patient's right to an accounting of all disclosures
from an electronic health record (HER). B.A. agrees to a patient's right to request restrictions on the use of PHI
when the service is paid for out of pocket and a request is made not to bill their health insurance. B.A. agrees to a
patients right to obtain their PHI in an electronic format if it is stored in that manner.
2.3 Adequate Safeguards for Health Information. Business Associate warrants that it shall implement
and maintain appropriate safeguards to prevent the Use or Disclosure of Health Information in any
manner other than as permitted by this HIPAA Agreement.
a. Business Associates agrees to implement administrative, physical, and technical
safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of e -PHI that
it creates. receives. maintains. or transmits on behalf of the Covered Entity if anv.
b. Business Associate will ensure that any agent; including a subcontractor, to whom it
provides e -PHI that was created, received, maintained, or transmitted on behalf of the Covered Entity, agrees to
implement reasonable and appropriate safeguards to protect the confidentiality, security, and integrity of e -PHI.
C. Business Associate. agrees to alert the Covered Entity of any security incident (as defined
by HIPAA Security Rule) of which it becomes aware and the steps it has taken to mitigate any potential security
compromise that may have occurred and to provide a report to the Covered Entity of any loss of data or other
information system compromise as a result of the incident.
2.4 Mitigation. Business Associate agrees to mitigate, to the extent practicable, any harmful effect
that is known to Business Associate of a Use or Disclosure of Health Information by Business Associate in violation
of the requirements of this HIPAA Agreement.
2.5 Reporting Non - Permitted Use or Disclosure. Business Associate shall report to Covered Entity
each Use or Disclosure that is made by Business Associate, its employees, representatives, agents or subcontractors
that is not specifically permitted by this HIPAA Agreement of which Business Associate becomes aware. The
initial report shall be made by telephone call to the Covered Entity within forty -eight (48) hours from the time the
Business .Associate becomes aware of the non - permitted Use or Disclosure, followed by a written report to covered
Entity no later than five (5) days from the date the Business Associate becomes aware of the non - permitted Use or
Disclosure. Business Associate has the obligation to report any non compliance of HIPAA by the Covered Entity
2.6 Availability of Internal Practices. Books and Records. Business Associate agrees to make its
internal practices, books and records relating to the Use and Disclosure of Health Information available to the
Secretary of the U.S. Department of Health and Human Services (`Secretary'), for purposes of determining Covered
Entity's compliance with the Privacy Regulations.
2.7 Access to and Amendment of Health Information. Business Associate shall, to the extent Covered
Entity determines that any Health Information constitutes a "designated record set' under the Privacy Regulations,
(a) make the Health Information specified by Covered Entity available to Covered Entity or to the individual(s)
identified by Covered Entity as being entitled to access and copy that Health Information, and (b) make any
amendments to Health Information that are requested by Covered Entity. Business Associate shall provide such
access and make such amendments within the time and in the manner specified by Covered Entity.
2.8 Accounting of Disclosures. Upon Covered Entity's request, Business Associate shall provide to
Covered Entity an accounting of each Disclosure of Health Information made by Business Associate or its
employees; agents, representatives or subcontractors as required by the Privacy Regulations. For each Disclosure
that requires an accounting under this Section 2.8, Business Associate shall track the information required by the
Privacy Regulations, and shall securely maintain the information for six (6) years from the date of the Disclosure.
2.9 Use of Subcontractors and Aeents. Business Associate shall require each of its agents and
subcontractors that receive Health Information from Business. Associate to execute a written agreement obligating
the agent or subcontractor to comply with all the terms of this HIPAA Agreement with respect to such Health
Information.
2.10 Notification of Breach. As required by the American Recovery and Reinvestment Act of 2009;
Title XIII of the ARRA; Health .information Technology for Economic and Clinical Health Act Subtitle D section
13400 — 13424, Business Associate agrees to notify Covered Entity when a breach of PHI is discovered.
211 "Red Flag Rules" As required by the Identity Theft Red Flag Rules promulgated under the Fair
and Accurate Credit Transactions of 2003( "Red Flag Rules ") found at 16 C.F. R. Part 681, the Business Associate
agrees to the following:
a. Implement administrative, physical, and technical safeguards that reasonably and appropriately
protect the confidentiality, integrity, and availability of e -PHI that it creates, receives, maintains, or transmits on
behalf of the Covered Entity, if any.
b. Ensure that any aeent. includine a subcontractor, to whom it provides e -PHI that was created.
received. maintained, or transmitted on behalf of the Covered Entity. agrees to implement reasonable and
appropriate safeguards to protect the confidentialipy, security, and integrity of e -PHI.
c. Alert the Covered Entity of any security incident (as defined by HIPAA Security Rule) of which it
becomes aware and the steps it has taken to mitigate any potential security compromise that may have occurred and
to provide a report to Covered Entity of any loss of data or other information system compromise as a result of the
incident.
ARTICLE III
OBLIGATIONS OF COVERED ENTITY
3.1 Privacy Notice. Covered Entity shall notify Business Associate of any limitation(s) in Covered
Entity's notice of privacy practices to the extent such limitation(s) may affect Business Associate's Use or
Disclosure of Health Information.
3.2 Security. All PHI sent in an electronic format will be sent secured.
33 Notification of Breach. Covered Entity agrees to notify all parties involved by whatever means
necessary in the event there is a breach of PHI.
ARTICLE IV
TERM AND TERMINATION
4.1 Term. Subject to the provisions of Sections 4.2 and 4.3, the term of this HIPAA. Agreement shall
be the term of the Underlying Agreement(s).
42 Termination for Cause. Upon Covered Entity's knowledge of a material breach of this Agreement
by the Business Associate, Covered Entity shall either:
a. notify Business Associate of the breach in writing, and provide an opportunity to cure the
breach or end the violation within ten (10) business days of such notification; provided that if Business Associate
fails to cure the breach or end the violation within such time period to the satisfaction of Covered Entity, Covered
Entity shall have the right to immediately terminate this HIPAA Agreement and the Underlying Agreement(s) upon
written notice to Business Associate;
b. upon written notice to Business Associate, immediately terminate this HIPAA Agreement
and the Underlying Agreement(s) if Covered Entity determines that such breach cannot be cured; or
C. if Covered Entity determines that neither termination nor cure is feasible, the Covered
Entity shall report the violation to the Secretary.
4.3 Termination for Breach of Section 5.2. Covered Entity or Business Associate may terminate the
Underlying Agreement(s) and this HIPAA Agreement upon thirty (30) days written notice in the event (a) Business
Associate does not promptly enter into negotiations to amend this HIPAA Agreement when requested by Covered
Entity pursuant to Section 5.2 or (b) Business Associate does not enter into an amendment to this HIPAA
Agreement providing assurances regarding the safeguarding of Health Information that the Covered Entity, in its
sole discretion, deems sufficient to satisfy the standards and requirements of HIPAA_
4.4 Disposition of Health Information Upon Termination or Expiration. Upon termination or
expiration of this HIPAA Agreement and/or the Underlying Agreement, Business Associate shall either return or
destroy, in Covered Entity's sole discretion and in accordance with any instructions by Covered Entity, all Health
Information in the possession or control of Business Associate and its agents and subcontractors. In such event,
Business Associate shall retain no copies of such Health Information. However, if the Business Associate
determines that neither return nor destruction of Health Information is feasible, Business Associate shall notify
Covered Entity of the conditions that make return or destruction infeasible, and may retain Health Information
provided that Business Associate (a) continues to comply with the provisions of this I-IIPAA Agreement for as long
as it retains Health Information, and (b) further limits Uses and Disclosures of Health Information to those purposes
that make the return or destruction of Health Information infeasible.
ARTICLE V
\]ISCELLANEOUS
5.1 Indemnification. Not vithstandine anything to the contrary in the Underlying .Agreentent(s); at
Business Associate's expense, Business Associate agrees to indemnify, defend and hold harmless Covered Entity
and Covered Entity's employees, directors, officers, subcontractors or agents (the "Indemnities ") against all
damages, losses, lost profits, fines; penalties; costs or expenses (including reasonable attorneys' fees) and all liability
to third parties arising from any material breach of this HIPAA Agreement by Business Associate or its employees,
directors, officers, subcontractors; agents or other members of Business Associate's workforce. Business
Associates obligation to indemnify the Indemnities shall survive the expiration or termination of this HIPAA
Agreement for any reason.
5.2 Amendment to Comply with Law. The parties acknowledge that state and federal laws relating to
electronic data security and privacy are rapidly evolving and that amendment of this HIPAA Agreement may be
required to provide for procedures to ensure compliance with such developments. The parties specifically agree to
take such action as is necessary to implement the standards and requirements of HIPAA and other applicable laws
relating to the security or confidentiality of Health Information. The parties understand and agree that Covered
Entity must receive satisfactory written assurance from Business Associate that Business Associate will adequately
safeguard all Health Information that it receives or creates on behalf of Covered Entity. Upon Covered Entity's
request; Business Associate agrees to promptly enter into negotiations with Covered Entity, concerning the terms of
any amendment to this HIPAA Agreement embodying written assurances consistent with the standards and
requirements of HIPAA or other applicable laws.
5.3 Relationship to Underlying Agreement(s) Provisions. In the event that a provision of this HIPAA
Agreement is contrary to a provision of an Underlying Agreement(s), the provision of this HIPAA Agreement shall
control. Otherwise, this HIPAA Agreement shall be construed under, and in accordance with, the terms of such
Underlying Agreement(s), and shall be considered an amendment of and supplement to such Underlying
Agreement(s).
5.4 Modification of Agreement. No alteration, amendment, or modification of the terms of this
I -iIPAA Agreement shall be valid or effective unless in writing and signed by Business Associate and Covered
Entity and approved as to form by the Covered Entity's City Attorney.
5.5 Non - Waiver. A failure of any party to enforce at any time any term, provision or condition of this
HIPAA Agreement, or to exercise any right or option herein, shall in no way operate as a waiver thereof, nor shall
any single or partial exercise preclude any other right or option herein. In no way whatsoever shall a waiver of any
term, provision or condition of this HIPAA Agreement be valid unless in writing, signed by the waiving party, and
only to the extent set forth in such writing.
5.6 HIPAA Agreement Drafted By All Parties. This HIPAA Agreement is the result of arm's length
negotiations between the parties and shall be construed to have been drafted by all parties such that any ambiguities
in this HIPAA Agreement shall not be construed against either party.
5.7 Severabili y. If any provision of this HIPAA Agreement is found to be invalid or unenforceable
by any court, such provision shall be ineffective only to the extent that it is in contravention of applicable laws
without invalidating the remaining provisions hereof.
5.8 Section Headings. The section headings contained herein are for convenience in reference and are
not intended to define or limit the scope of any provision of this HIPAA Agreement.
5.9 No Third Party Beneficiaries. There are no third party beneficiaries to this HIPAA Agreement.
5.10 Counterparts. This HIPAA Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, and will become effective and binding upon the parties as of the effective date at
such time as all the signatories hereto have signed a counterpart of this HIPAA Agreement.
5.11 Notices. Any notices required or permitted to be given hereunder by either party to the other shall
be given in writing: (1) by personal delivery; (2) by electronic facsimile with confirmation sent by United States first
class registered or certified mail, postage prepaid, return receipt requested; (3) by bonded courier or by a nationally
recognized overnight delivery service; or (4) by United States fast class registered or certified mail, postage prepaid,
return receipt requested, in each case, addressed to:
See Notices Section of the Underlying Agreement
or to such other addresses as the parties may request in writing by notice given pursuant to this Section 5.12.
Notices shall be deemed received on the earliest of personal delivery; upon delivery by electronic facsimile with
confirmation from the transmitting machine that the transmission was completed; twenty -four (24) hours following
deposit with a bonded courier or overnight delivery service; or seventy -two (72) hours following deposit in the U.S.
Mail as required herein.
5.12 Applicable Law and Venue. This HIPAA Agreement shall be governed by and construed in
accordance with the internal laws of the State of California (without regard to principles of conflicts of laws). The
parties agree that all actions or proceedings arising in connection with this HIPAA Agreement shall be tried and
litigated exclusively in the state or federal (if permitted by law and a party elects to file an action in federal court)
courts located in Orange County. This choice of venue is intended by the parties to be mandatory and not
permissive in nature, and to preclude the possibility of litigation between the parties with respect to, or arising out
of. this HIPAA Agreement in anyjurisdiction other than that specified in this Section 5.12. Each party waives any
right it may have to assert the doctrine of forum non - convenience or similar doctrine or to object to venue with
respect to any proceeding brought in accordance with this Section 5.12.
5.13 Interpretation. Any ambiguity in this HIPAA Agreement shall be resolved to permit Covered
Entity to comply with the Privacy Regulations.
IN WITNESS WHEREOF, the parties hereto have executed this HIPAA Agreement effective as of the
date stated above.
APPROVED AS TO FORM:
OFFITZ-
Kyle ITY ATTORNEY
DateBy: E.'R6kn
Deputy City Attorney
ATTEST:
Date:
By:
Leilani I. Brown
City Clerk
CITY OF NEWPORT BEACH,
A California municipal corporation
Date:
By:
Michael F. Henn
Mayor
CONTRACTOR: Wittman Enterprises, a California
corporation
Corinne Wittman-Wong
C.E.O.
By:
Walter Imboden
C.F.O..
City of Newport Beach NO. BA- 11 BA -047
BUDGET AMENDMENT
2010-11 AMOUNT: $165,000.00
EFFECT ON BUDGETARY FUND BALANCE:
X Increase Revenue Estimates Increase in Budgetary Fund Balance
�X Increase Expenditure Appropriations AND Decrease in Budgetary Fund Balance
Transfer Budget Appropriations PX No effect on Budgetary Fund Balance
SOURCE:
from existing budget appropriations CoOUINCIL AGENDA
from additional estimated revenues
from unappropriated fund balance 7-�7
EXPLANATION:
This budget amendment is requested to provide for the following:
To increase revenue estimates and expenditure appropriations to better disclose Paramedic Services expenditures
related to ambulance billing collection services by Wittman Enterprises.
ACCOUNTING ENTRY:
BUDGETARY FUND BALANCE
Fund Account
REVENUE ESTIMATES (3601)
Fund /Division Account
2340 5065
EXPENDITURE APPROPRIATIONS (3603)
Division
Number
Account
Number
Division
Number
Account
Number
Division
Number
Account
Number
Division
Number
Account
Number
Signed:
Signed:
Signed:
Description
Description
Fire: EMS - Paramedic Service Fee
Description
2340 Fire - EMS
8760 Ambulance Fees
Approval:
City Council Approval: City Clerk
Amount
Debit Credit
$165,000.00
$165,000.00
Automatic
(D° e)-1 `1 /
Date
Date
Date