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CONTRACT 2772 Service Agreement1, ) Paramedic Transport Billing Services Agreement THIS AGREEMENT, made and entered into this 4th day of April, 2000, between the CITY OF EL SEGUNDO, a municipal corporation, hereinafter referred to as "City" and Wittman Enterprises, hereinafter referred to as "CONTRACTOR". In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: 1. SCOPE OF SERVICES. CONTRACTOR agrees to perform the services set forth in Exhibit "A" "SCOPE OF SERVICES" and made a part hereof. CONTRACTOR represents and warrants that it has the qualifications, experience and facilities to properly perform said services, provide all materials and equipment in a thorough, competent and professional manner and shall, at all times during the term of this Agreement, have in full force and effect, all licenses required of it by law, including but not limited to, a valid El Segundo Business License. CONTRACTOR shall begin its services under this Agreement on April 5, 2000. CONTRACTOR shall complete each of the services set forth in Exhibit "A" to the City's satisfaction. If the City is not satisfied with any such services, the CONTRACTOR shall work on such matter until the City approves of the service. Further, CONTRACTOR shall complete the services set forth in Exhibit A strictly'according to the schedule provided therein. Paramedic Transport Billing - Wittman Enterprises -1- 2. STATUS OF' CONTRACTOR. CONTRACTOR is and shall at all times remain as to the City a wholly independent contractor. The personnel performing the services under this Agreement on behalf of CONTRACTOR shall at all times be under CONTRACTOR's exclusive direction and control. Neither City nor any of its officers, employees or agents shall have control over the conduct of CONTRACTOR or any of CONTRACTOR's officers, employees or agents, except as set forth in this Agreement. CONTRACTOR shall not at any time or in any manner represent that it or any of its officers, employees or agents are in any manner officers, employees or agents of the City. CONTRACTOR shall not incur or have the power to incur any debt, obligation or liability whatever against City, or bind City in any manner. CONTRACTOR shall not disseminate any information or reports gathered or created pursuant to this Agreement without the prior written approval of City except information or reports required by government agencies to enable CONTRACTOR to perform its duties under this Agreement. 3. CONTRACTOR'S KNOWLEDGE OF APPLICABLE LAWS. CONTRACTOR shall keep itself informed of applicable local, state and federal laws and regulations which may affect those employed by it or in any way affect the performance of its services pursuant to this Agreement. CONTRACTOR shall observe and comply with all such laws and regulations affecting its employees. City and its officers and employees, shall not be liable at law or in equity as a result of any failure of CONTRACTOR to comply with this section. Paramedic Transport Billing - Wittman Enterprises -2- 4. PERSONNEL. CONTRACTOR shall make every reasonable effort to maintain the stability and continuity of CONTRACTOR's staff assigned to perform the services hereunder and shall obtain the approval of the City Manager or designee of all proposed staff members performing services under this Agreement prior to any such performance. 5. COMPENSATION AND METHOD OF PAYMENT. Compensation to the CONTRACTOR shall be as set forth in Exhibit "B" hereto and made a part hereof. Payments shall be made approximately thirty (30) days after receipt of each invoice as to all non -disputed fees. If the City disputes any of CONTRACTOR's fees it shall give written notice to CONTRACTOR in 30 days of receipt of a invoice of any disputed fees set forth on the invoice. 6. ADDITIONAL SERVICES OF CONTRACTOR. CONTRACTOR shall not be compensated for any services rendered in connection with its performance of this Agreement which are in addition to those set forth herein or listed in Exhibit "A", unless such additional services are authorized in advance and in writing by the City. CONTRACTOR shall be compensated for any additional services in the amounts and in the manner as agreed to the City and CONTRACTOR at the time City's written authorization is given to CONTRACTOR for the performance of said services. Paramedic Transport Billing - Wittman Enterprises -3- 7. ASSIGNMENT. All services required hereunder shall be performed by CONTRACTOR, its employees or personnel under direct contract with CONTRACTOR. CONTRACTOR shall not assign to any subcontractor the performance of this Agreement, nor any part thereof, nor any monies due hereunder, without the prior written consent of City Manager or designee. 8. RECORDS. CONTRACTOR shall maintain complete and accurate records with respect to sales, costs, expenses, receipts and other such information required by City that relate to the performance of services under this Agreement. CONTRACTOR shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. CONTRACTOR shall provide free access to the representatives of City or its designees at reasonable times to such books and records, shall give City the right to examine and audit said books and records, shall permit City to make transcripts therefrom as necessary, and shall allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment. Paramedic Transport Billing - Wittman Enterprises -4- 9. TERMINATION OF AGREEMENT. This Agreement may be terminated with or without cause by either party upon 30 days written notice. In the event of such termination, CONTRACTOR shall be compensated for non -disputed fees under the terms of this Agreement up to the date of termination. 10. COOPERATION BY CITY. All public information, data, reports, records, and maps as are existing and available to City as public records, and which are necessary for carrying out the work as outlined in the Scope of Services, shall be furnished to CONTRACTOR in every reasonable way to facilitate, without undue delay, the work to be performed under this Agreement. 11. OWNERSHIP OF DOCUMENTS. Upon satisfactory completion of, or in the event of termination, suspension or abandonment of, this Agreement, all original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents prepared in the course of providing the services to be performed pursuant to this Agreement shall, become the sole property of City. With respect to computer files, CONTRACTOR shall make available to the City, upon reasonable written request by the City, the necessary computer software and hardware for purposes of accessing, compiling, transferring and printing computer files. Paramedic Transport Billing - Wittman Enterprises -5- 12. RELEASE OF INFORMATION/CONFLICTS OF INTEREST. (a) All information gained by CONTRACTOR in performance of this Agreement shall be considered confidential and shall not be released by CONTRACTOR without City's prior written authorization excepting that information which is a public record and subject to disclosure pursuant to the California Public Records Act, Government Code § 6250, et seg. CONTRACTOR, its officers, employees, agents or subcontractors, shall not without written authorization from the City Manager or unless requested by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement or relating to any project or property located within the City. Response to a subpoena or court order shall not be considered "voluntary" provided CONTRACTOR gives City notice of such court order or subpoena. If CONTRACTOR or any of its officers, employees, consultants or subcontractors does voluntarily provide information in violation of this Agreement, City has the right to reimbursement and indemnity from CONTRACTOR for any damages caused by CONTRACTOR'S conduct, including the City's attorney's fees. CONTRACTOR shall promptly notify City should CONTRACTOR, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement Paramedic Transport Billing - Wittman Enterprises -6- and the work performed thereunder or with respect to any project or property located within the City. City retains the right, but has no obligation, to represent CONTRACTOR and/or be present at any deposition, hearing or similar proceeding. CONTRACTOR agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by CONTRACTOR. However, City's right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. (b) CONTRACTOR covenants that neither they nor any officer or principal of their firm has any interest in, or shall they acquire any interest, directly or indirectly which will conflict in any manner or degree with the performance of their services hereunder. CONTRACTOR further covenants that in the performance of this Agreement, no person having such interest shall be employed by them as an officer, employee, agent, or subcontractor without the express written consent of the City Manager. 13. DEFAULT. In the event that CONTRACTOR is in default of any provision of this Agreement, City shall have no obligation or duty to continue compensating CONTRACTOR for any work performed after the date of default and can terminate this Agreement immediately by written notice to the CONTRACTOR. Paramedic Transport Billing - Wittman Enterprises -7- 14 INDEMNIFICATION. (A) CONTRACTOR REPRESENTS IT IS SKILLED IN THE PROFESSIONAL CALLING NECESSARY TO PERFORM THE SERVICES AND DUTIES AGREED TO HEREUNDER BY CONTRACTOR, AND CITY RELIES UPON THE SKILLS AND KNOWLEDGE OF CONTRACTOR. CONTRACTOR SHALL PERFORM SUCH SERVICES AND DUTIES CONSISTENT WITH THE STANDARDS GENERALLY RECOGNIZED AS BEING EMPLOYED BY PROFESSIONALS PERFORMING SIMILAR SERVICE IN THE STATE OF CALIFORNIA. (B) CONTRACTOR IS AN INDEPENDENT CONTRACTOR AND SHALL HAVE NO AUTHORITY TO BIND CITY NOR TO CREATE OR INCUR ANY OBLIGATION ON BEHALF OF OR LIABILITY AGAINST CITY, WHETHER BY CONTRACT OR OTHERWISE, UNLESS SUCH AUTHORITY IS EXPRESSLY CONFERRED UNDER THIS AGREEMENT OR IS OTHERWISE EXPRESSLY CONFERRED IN - WRITING BY CITY. CITY, ITS ELECTED AND APPOINTED OFFICIALS, OFFICERS, AGENTS, EMPLOYEES AND VOLUNTEERS (INDIVIDUALLY AND COLLECTIVELY, "INDEMNITEES") SHALL HAVE NO LIABILITY TO CONTRACTOR OR TO ANY OTHER PERSON FOR, AND CONTRACTOR SHALL INDEMNIFY, DEFEND, PROTECT AND HOLD HARMLESS THE INDEMNITEES FROM AND AGAINST, ANY AND ALL LIABILITIES, CLAIMS, ACTIONS, CAUSES OF ACTION, PROCEEDINGS, SUITS, DAMAGES, JUDGMENTS, LIENS, LEVIES, COSTS AND EXPENSES OF Paramedic Transport Billing - Wittman Enterprises -8- WHATEVER NATURE, INCLUDING REASONABLE ATTORNEYS' FEES AND DISBURSEMENTS (COLLECTIVELY "CLAIMS"), WHICH THE INDEMNITEES MAY SUFFER OR INCUR OR TO WHICH THE INDEMNITEES MAY BECOME SUBJECT BY REASON OF OR ARISING OUT OF ANY INJURY TO OR DEATH OF ANY PERSON(S), DAMAGE TO PROPERTY, LOSS OF USE OF PROPERTY, ECONOMIC LOSS OR OTHERWISE OCCURRING AS A RESULT OF OR ALLEGEDLY CAUSED BY THE PERFORMANCE OR FAILURE TO PERFORM BY CONTRACTOR OF CONTRACTOR'S SERVICES UNDER THIS AGREEMENT OR THE NEGLIGENT OR WILLFUL ACTS OR OMISSIONS OF CONTRACTOR, ITS AGENTS, OFFICERS, DIRECTORS OR EMPLOYEES, IN PERFORMING ANY OF THE SERVICES UNDER THIS AGREEMENT. IF ANY ACTION OR PROCEEDING IS BROUGHT AGAINST THE INDEMNITEES BY REASON OF ANY OF THE MATTERS AGAINST WHICH CONTRACTOR HAS AGREED TO INDEMNIFY THE INDEMNITEES AS ABOVE PROVIDED, CONTRACTOR, UPON NOTICE FROM THE CITY, SHALL DEFEND THE INDEMNITEES AT CONTRACTOR'S EXPENSE BY COUNSEL ACCEPTABLE TO THE CITY. THE INDEMNITEES NEED NOT HAVE FIRST PAID ANY OF THE MATTERS AS TO WHICH THE INDEMNITEES ARE ENTITLED TO INDEMNITY IN ORDER TO BE SO INDEMNIFIED. THE INSURANCE REQUIRED TO BE MAINTAINED BY CONTRACTOR UNDER PARAGRAPH 15 SHALL ENSURE CONTRACTOR'S OBLIGATIONS UNDER THIS PARAGRAPH 14(B), BUT THE LIMITS OF SUCH INSURANCE SHALL NOT LIMIT THE LIABILITY OF CONTRACTOR HEREUNDER. THE PROVISIONS OF THIS Paramedic Transport Billing - Wittman Enterprises -9- PARAGRAPH 14(B) SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. THE CONTRACTOR'S INDEMNIFICATION DOES NOT EXTEND TO CLAIMS OCCURRING AS A RESULT OF THE CITY'S NEGLIGENT OR WILLFUL ACTS OR OMISSIONS. CONTRACTOR HAS READ THIS SECTION 10 IN ITS ENTIRETY AND KNOWINGLY AND WILLING ACCEPTS THE OBLIGATIONS CONTAINED HEREIN. 15. INSURANCE. A. Insurance Requirements. CONTRACTOR shall provide and maintain insurance acceptable to the City Attorney in full force and effect throughout the term of this Agreement, 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, its agents, representatives or employees. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII. CONTRACTOR shall provide the following scope and limits of insurance: (1) Minimum Scope of Insurance. Coverage shall be at least as broad as; (a) Insurance Services Office form Commercial General Liability coverage (Occurrence Form CG 0001). (b) Insurance Services Office form number CA 0001 (Ed. Paramedic Transport Billing - Wittman Enterprises -10- 1/87) covering Automobile Liability, including code 1 "any auto" and endorsement CA 0025, or equivalent forms subject to the written approval of the City. (c) Workers' Compensation insurance as required by the Labor Code of State of California and Employer's Liability insurance and covering all persons providing services on behalf of the CONTRACTOR and all risks to such persons under this Agreement. (Not needed if Self-employed with no employees and CONTRACTOR signs statement to this effect.) (2) Minimum Limits of Insurance. CONTRACTOR shall maintain limits of insurance no less than: (a) General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the activities related to this Agreement or the general aggregate, limit shall be twice the required occurrence limit: (b) Automobile Liability: $1,000,000 per accident for Paramedic Transport Billing - Wittman Enterprises -11- bodily injury and property damage. (c) Workers' Compensation and Employer's Liability: Workers' Compensation as required by the Labor Code of the State of California and Employers Liability limits of $1,000,000 per accident. (d) Errors and Omissions Liability: $1,000,000 per occurrence. B tither Provisions. Insurance policies required by this Agreement shall contain the following provisions: (1) All Policies. Each insurance policy required by this paragraph 11 shall be endorsed and state the coverage shall not be suspended, voided, canceled by the insurer or either party to this Agreement, reduced in coverage or in limits except after 30 days' prior written notice by Certified mail, return receipt requested, has been given to the City. IRMF +a w a « rMHRZMMM (a) City, its officers, officials, and employees and volunteers are to be covered as additional insureds as respects: liability arising out of activities CONTRACTOR performs, products and completed operations of CONTRACTOR; premises owned, Paramedic Transport Billing - Wittman Enterprises -12- occupied or used by CONTRACTOR, or automobiles owned, leased or hired or borrowed by CONTRACTOR. The coverage shall contain no special limitations on the scope of protection afforded to City, its officers, officials, or employees. (b) CONTRACTOR's insurance coverage shall be primary insurance as respect to City, its officers, officials, employees and volunteers. Any insurance or self insurance maintained by City, its officers, officials, employees or volunteers shall apply in excess of, and not contribute with, CONTRACTOR's insurance. (c) CONTRACTOR's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. (d) Any failure to comply with the reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees or volunteers. (3) Workers" Compensation and Em to er's Liability Covera e. Unless the City Manager otherwise agrees in writing, the insurer shall agree to waive all rights of subrogation against City, its officers, officials, employees and agents for Paramedic Transport Billing - Wittman Enterprises -13- losses arising from work performed by CONTRACTOR for City. C. Other Requirements. CONTRACTOR agrees to deposit with City, at or before the effective date of this contract, certificates of insurance necessary to satisfy City that the insurance provisions of this contract have been complied with. CONTRACTOR shall furnish City with copies of original endorsements effecting coverage required by this Section. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. City reserves the right to inspect complete, certified copies of all required insurance policies, at any time. (1) Any deductibles or self -insured retentions must be declared to and approved by City. At the option of the City, either the insurer shall reduce or eliminate such deductibles or self -insured retentions as respects the City, its officers, officials, employees and volunteers; or the CONTRACTOR shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. (2) The procuring of such required policy or policies of insurance shall not be construed to limit CONTRACTOR's liability hereunder nor to fulfill the indemnification provisions and requirements of this Agreement. Paramedic Transport Billing - Wittman Enterprises -14- 16. ENTIRE AGREEMENT. This Agreement is the complete, final, entire and exclusive expression of the Agreement between the parties hereto and supersedes any and all other agreements, either oral or in writing, between the parties with respect to the subject matter herein. Each party to this Agreement acknowledges that no representations by any party which are not embodied herein and that no other agreement, statement, or promise not contained in this Agreement shall be valid and binding. 17. GOVERNING LAW. The City and CONTRACTOR understand and agree that the laws of the State of California shall govern the rights, obligations, duties and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement. Any litigation concerning this Agreement shall take place in the Los Angeles County Superior Court. 18. ASSIGNMENT OR SUBSTITUTION. City has an interest in the qualifications of and capability of the persons and entities who will fulfill the duties and obligations imposed upon CONTRACTOR by this Agreement. In recognition of that interest, neither any complete nor partial assignment of this Agreement may be made by CONTRACTOR nor changed, substituted for, deleted, or added to without the prior written consent of City. Any attempted assignment or substitution shall be ineffective, null, and void, and constitute a material breach of this Agreement entitling City to any and all remedies at law or in equity, including Paramedic Transport Billing - Wittman Enterprises -15- summary termination of this Agreement. 19. MODIFICATION OF AGREEMENT. The terms of this Agreement can only be modified in writing approved by the City Council and the CONTRACTOR. The parties agree that this requirement for written modifications cannot be waived and any attempted waiver shall be void. 20. AUTHORITY TO EXECUTE. The person or persons executing this agreement on behalf of CONTRACTOR warrants and represents that he/she/they has/have the authority to execute this Agreement on behalf of his/her/their corporation and warrants and represents that he/she/they has/have the authority to bind CONTRACTOR to the performance of its obligations hereunder. Paramedic Transport Billing - Wittman Enterprises -16- 2 21. NOTICES. Notices shall be given pursuant to this Agreement by personal service on the party to be notified, or by written notice upon such party deposited in the custody of the United States Postal Service addressed as follows: Cam. Attention: Ms. Cindy Mortesen City Clerk City Clerk's Department City of El Segundo 350 Main Street El Segundo, California 90245-3813 Telephone: (310) 607-2208 Facsimile: (310) 322-7137 Contractor. Attention: Dona Wittman Wittman Enterprises 21 Blue Sky court, Suite A Sacramento, CA 95828 Telephone: (916) 381-6552 Facsimile: (310) 322-0064 The notices shall be deemed to have been given as of the date of personal service, or three (3) days after the date of deposit of the same in the custody of the United States Postal Service. 12. SEVERABILITY. The invalidity in whole or in part of any provision of this agreement shall not void or affect the validity of the other provisions of this Agreement. Paramedic Transport Billing - Wittman Enterprises -17- IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CITY OF EL SE UNDO By �ZgL — 110111FUTIX4574i �► ATTEST: C` dy Moas6h, City Clerk Paramedic Transport Billing - Wittman Enterprises -18- CONTRACTOR /L By Title APED AS TO FORM: WITTMAN ENTERPRISES ` 21 Blue Sky Court, Suite A, Sacramento, CA 95828 (916) 381-6552 (800) 772-6552 CITY OF EL SEGUNDDO AMBULANCE SERVICE Exhibit A-1 I. Private Billing Wittman Enterprises to prepare all invoices and follow-up mailings. Initial invoicing with both English and Spanish instructions will be on 8X11 billings and will be placed in envelopes, sealed and mailed, postage prepaid. Initial invoicing occurs within three (3) days of receipt of transport tickets. Toll Free 800 telephone number provided to patients. An initial telephone call will also be made at this time to elicit any insurance information from the patient or patient's family. If we receive no answer on this call, Wittman's will 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 Wittman Enterprises to 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 Wittman Enterprises to bill private insurance, supplemental insurance, secondary insurance and Workers' Compensation billed according to specific requirements. Electronic billing of insurance companies is performed where appropriate. Any correspondence for additional information or follow up necessary to secure insurance payments will be performed by Wittman Enterprises. 1 IV. Delin uent Claire Handling Patients with claims aging over 45 days will be contacted by telephone for payment arrangements. Telephone follow up will continue until payment in full is received or account is dismissed by the City of El Segundo to an outside collection agency. Wittman Enterprises will utilize installment billing as allowed by by the City of El Segundo in cases of financial hardship. V. Receipts Processing Wittman Enterprises will receive direct payment, posting and depositing cash receipts within one (1) day of receipt. Bank deposit receipt will be faxed to by the City of El Segundo . Wittman Enterprises shall have no access to the proceeds of the receipts. All funds are under the exclusive control of by the City of El Segundo. or Wittman Enterprises will receive copies of payments deposited by the City of El Segundo and post those payments to the correct patient account within one (1) day of receipt. VI. Reports Monthly, Wittman Enterprises will perform accurate month end close procedures which 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 Wittman Enterprises for billing purposes. • Forward to Wittman Enterprises all necessary information relating to patient transports services, payments and patient eligibility. • Notify Wittman Enterprises of any accounts that require special attention. • Obtain signature of patient or guardian. • Provide patient's Social Security Number VIII. Source Documents Wittman Enterprises will retain all source documents including attachments for six (6) years.. When service contracted is terminated, all source documents are returned to City. 2 CITY OF EL SEGUNDDO AMBULANCE SERVICE Exhibit B-1 IX. Fees A. Percentage of Net Collections 6.5% B. Monthly reports Included