AGR-2599.H - WITTMAN ENTERPRISES INC - AMBULANCE BILLING SERVICES JUNE 1 2020 THRU JUNE 30 2025Ac R-as9R.{
PROFESSIONAL SERVICES AGREEMENT
Ambulance Billing and Collection Services]
TffiS PROFESSIONAL SERVICES AGREEMENT (the "AgreemenY') is made at
Orange, Califomia, on this _ day of Stir , 2020 (the "Effec[ive Date") by and
betv een the CITY OF ORANGE, a municipal corporation ("City"), and WITTMAN
ENTERPRISES, LLC, a Califomia limited liability company ("Contractor"), who agree as
follows:
1. Services and Term.
a. Subject to the terms and conditions set fodh in this Agreement, Contractor
shal] provide to the reasonable satisfaction of City the services set forth in Exhibit "A," which is
attached hereto and incorporated herein by reference. As a material inducemen[ to City to enter
into this Agreement, Contractor represents and warrants that it has thoroughly inves[igated and
considered the scope of services and fully understands the difficulties and restrictions in
performing the work. Contracror shall perform all services in a manner reasonably satisfactory to
City and in a manner in conformance with the standards of quality normally observed by an entity
provided such services to a municipal agency. All services provided shall conform to all federal,
state and local laws,rules and regulations and to the best professional standards and practices. The
terms and conditions set foRh in this Agreement shall control over any terms and conditions in
Exhibit "A" to the contrary. Pursuant to its performance of services under this Agreement,
Contractor and City shall execute the Business Associates Agreement attached as Exhibit"C"and
incorporated herein by reference.
b. The term of this Agreement shall commence effective June 1, 2020, and
shal] terminate June 30, 2025.
2. Comnensation and Fees.
a. Contractor's compensation for all services perFormed under this Agreement,
shall be that percentage of net collections as set forth in Exhibi["B,"which is attached hereto and
incorporated herein by reference.
b. The above compensation shall include all costs, including, but not limited
to, all clerical, administrative, overhead, insurance, reproduction, telephone, travel, auto rental,
subsistence and all related expenses.
3. Pavment. As scheduled services are completed, Contractor shall submi[ [o City
receipts and reports as set foRh in Exhibit`B:'
4. Chanee Orders. No payment for extra services caused by a change in the scope
or complexity of work, or for any other reason, shall be made unless and until such extra services
and a price therefor have been previously authorized in wri[ing and approved by City as an
amendment to this Agreement. All amendments shall set forth the changes of work, extension of
time, and/or adjustment of the compensation to be paid by City to Contractor.
5. Licenses. Contractor represents that it and any subcontractors it may engage,
possess any and all licenses which are required under state or federal law to perform the work
contemplated by this Agreement and that Contractor and its subcontractors shall maintain all
appropriate ]icenses, including a City of Orange business license, at its cost, during the
performance of this Agreement.
6. Indenendent Contractor. At all times during [he term of this Agreement,
Contractor shall be an independent contractor and not an employee of City. CiTy shall have [he
right to control Contrac[or only insofar as the result of Contractor's services rendered pursuant to
this Agreement. City shall not have the right to contro] the means by which Con[ractor
accomplishes services rendeced pursuant to this Agreement. Contractor shall, at i[s sole cost and
expense, furnish all faci]ities, materials and equipmen[ which may be required for fumishing
services pursuant to this Agreement. Contractor shall be solely responsible for, and shall
indemnify, defend and save City harmless from all matters relating to the payment of its
subcontractors, agents and employees, inc]uding compliance with social security withholding and
all other wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever.
Contractor acknowledges that it and any subcontractors, agents or employees employed by
Contractor shall not,under any circumstances,be considered employees of City,and that they shall
not be en[itled to any of the benefits orrights afforded employees of City,including,but not limited
to, sick leave, vacation leave, holiday pay, Public Employees Retirement System benefi[s, or
health, life, dental, long-term disability or workers'compensation insurance benefits.
7. Contractor Not Aeent. Except as City may specify in writing, Contractor shall
have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an
agent. Contractor shal] have no authority, express or implied, to bind City to any obligation
whatsoever.
S. Desienated Persons. Only those qualified persons authorized by City's Project
Manager, or as designated in Exhibit"A,"shal] perform work provided for under this Agreement.
It is understood by the parties that clerical and other nonprofessional work may be performed by
persons otherthan those designated.
9. Assienment or Subcontractine. No assignment or subcontractin by Contractor
of any part of this Agreement or of funds to be received under this Agreement shall be of any force
or effect unless the assignment has the prior written approval of City. City may terminate this
Agreement rather than accept any proposed assignment or subconhacting. Such assignment or
subcontracting may be approved by the City Manager or his/her designee.
10. Reserved.
11. Time Is of the Essence. Time is of[he essence i this Agreement. Contractor shall
do all things necessary and incidental ro the prosecution of Contractor's work.
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12. Reserved.
13. Reserved.
14. Products of Contractor. The documents, studies, evaluations, assessments,
reports, plans, citations, materials, manuals,technical data, logs, files, designs and other products
produced or provided by Contractor for this Agreement shall become the property of City upon
receipt. Contractor shall deliver all such products to City prior to payment for same. City may
use, reuse or otherwise utilize such products without reshiction.
15. Eaual Emolovment O000rtunitv. During the performance of this Agreement,
Contractor agrees as follows:
a. Contractor shall not discriminate against any employee or applicant for
employment because of race, color, religion, sex, national origin, mental or physical disability, or
any other basis prohibited by applicable law. Contractor shall ensure that applican[s are employed,
and that employees are treated during employment, without regazd to their race, color, religion,
sex, national origin, mental or physical disability, or any other basis prohibited by applicable law.
Such actions shall include,but not be]imited to the following: emp]oyment,upgrading, demotion
or transfer,recruitment or recruitment advertising,layoff or termination,rates of pay or other forms
of compensation and selection for training, including apprenticeship. Contractor agrees to post in
conspicuous places, available to employees and applicants for emp]oyment, a notice setting forth
provisions of this non-discrimination clause.
b. Contractor shall, in all solicitations and advertisements for employees
placed by, or on behalf of Contractor, state that all qualified applicants will receive consideration
for employmen[ without regard to race, color, religion, sex, national origin, mental or physical
disability, or any other basis prohibited by applicable law.
c. Contractor shall cause the foregoing paragraphs (a)and(b)to be inserted in
aI] subcontrac[s for any work covered by this Agreement, provided that the foregoing provisions
shall not apply to subcontracts for standard commercial supplies or raw materials.
16. Conflicts of Interest. Contractor agrees that it shall not make, par[icipate in the
making, or in any way attempt to use its position as a consultant to influence any decision of City
in which Contractor knows or has reason to know that Contractor, its officers, partners, or
employees have a financial in[erest as defined in Section 87103 of the Govemment Code.
17. Indemnitv.
a. To the fullest extent permitted by law, Contractor agrees to indemnify,
defend and hold City, its City Council and each member thereof, and the officers, officials, agents
and employees of City (collectively the "Indemnitees") entirely harmless from all liability arising
out of:
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1) Any and all claims under workers' compensation acts and other
employee benefit ac[s with respect to Contractor's employees or Contractor's subcontractor's
employees arising out of Contractor's work under this Agreement, including any and all claims
under any law pertaining to Conhactor or its employees' status as an independent contractor and
any and a11 claims under Labor Code section 1720 related to the payment of prevailing wages for
public works projects; and
2) Any claim, loss, injury to or death of persons or damage to property
caused by any act, neglect, default, or omission other than a professional act or omission of
Contractor, or person, firm or corporation employed by Contractor, either direcUy or by
independent contract, including all damages due to loss or theft sustained by any person, firm or
corporation including the Indemnitees, or any of them, arising out of, or in any way connected
with the work or services which are the subject of this Agreement, including injury or damage
either on or off City's property; but not for any ]oss, injury, death or damage caused by the active
negligence or willful misconduct of City. Contractor, at its own expense, cost and risk, shall
indemnify any and all claims, actions, suits or other proceedings that may be brought or instituted
against the Indemnitees on any such claim or liability covered by this subparagraph, and shall pay
or satisfy any judgment that may be rendered against the Indemnitees, or any of them, in any
action, suit or other proceedings as a result of coverage under this subparagraph.
b. To the fullest extent permitted by law, Contractor agrees to indemnify and
hold Indemnitees entirely harmless from all liability arising out of any claim, loss, injury to or
death of persons or damage to property caused by its negligent professional act or omission in the
performance of professional services pursuant to this Agreement.
c. Except for the Indemnitees, the indemnifications provided in this
Agreement sha11 not be construed to extend any third party indemnifica[ion rights of any kind to
any person or entity which is not a signatory to this Agreement.
d. The indemnities set forth in this section shall survive any closing,
rescission,or termination of this Agreement, and shall continue to be binding and in ful] force and
effect in perpetuity with respect to Contractor and its successors.
18. Insurance.
a. Contractor shall carry workers' compensation insurance as required by law
for the protection of its employees during the progress of the work. Contractor understands that it
is an independent conhactor and not entitled to any workers' compensation benefits under any
City program.
b. Contractor shall maintain during the life of this Agreement the following
minimum amount of comprehensive general liability insurance or commercial general liability
insurance: the greater of (1) One Million Dollars ($1,000,000) per occurrence; or (2) all the
insurance coverage and/or limits carried by or available to Contractor. Said insurance shall cover
bodily injury, death and property damage and be written on an occurrence basis.
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c. Contractor shall maintain during the life of this Agreement, the following
minimum amount of automotive liability insurance: the greater of(1) a combined single limi[ of
One Million Dollars ($1,000,000); or (2) al] the insurance coverage and/or ]imits carried by or
available to Contractor. Said insurance shall cover bodily injury, death and property damage for
all owned,non-owned and hired vehicles and be written on an occurrence basis.
d. Any insurance proceeds in excess of or broader than the minimum required
coverage and/or minimum required limits which are applicable to a given loss shall be available
to City. No representation is made [hat the minimum insurance requirements of[his Agreement
are sufficient to cover the obligations of Contractor under this Agreement.
e. Each policy of general liability and automotive liability sha(I provide that
City, its officers, officials, agents, and employees are declared to be additiona] insureds under the
terms of the policy, but only with respect to the work performed by Contractor under this
Agreement. A policy endorsement to that effect shall be provided to City along with the certificate
of insurance. In lieu of an endorsement,City will accept a copy of the policy(ies)which evidences
that City is an additional insured as a contracting party. The minimum coverage required by
Subsection 18.6 and c, above, shall app]y to City as an additional insured.
L Contractor shall maintain during the life of this Agreement professional
liability insurance covering errors and omissions arising out of the performance of this Agreement
with a minimum limit of One Million Dollars ($I,000,000) per claim. Contractor agrees to keep
such policy in force and effect for at least five (5) yeazs from the date of completion of this
Agreement.
g. The insurance policies maintained by Contractor shall be primary insurance
and no insurance held or owned by City shall be called upon to cover any loss under the policy.
Contractor will determine its own needs in procurement of insurance to cover liabilities other than
as sta[ed above.
h. Before Contractor performs any work or prepares or delivers any materials,
Contractor shall furnish certificates of insurance and endorsements, as required by City,
evidencing the aforementioned minimum insurance coverages on forms acceptable to City,which
shall provide that the insurance in force will not be canceled or allowed to ]apse without at least
ten (10) days' prior written notice to City.
i.Except for professional liability insurance coverage that may be required by
this Agreement, all insurance maintained by Contractor shall be issued by companies admitted to
conduct the pertinent line of insurance business in Califomia and having a rating of Grade A or
better and Class VII or better by [he latest edition of Best Key Rating Guide. In the case of
professional liability insurance coverage, such coverage shall be issued by companies either
licensed or admitted to conduc[ business in Califomia so long as such insurer possesses the
aforementioned Best rating.
j Contractor shall immediately notify City if any required insurance lapses or
is otherwise modified and cease performance of this Agreement unless otherwise directed by City.
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In such a case, City may procure insurance or self-insure the risk and charge Contractor for such
costs and any and all damages resulting therefrom, by way of set-off from any sums owed
Contractor.
k. Contractor agrees that in the event of loss due to any of the perils for which
it has agreed to provide insurance, Conhactor shall look solely to its insurance for recovery.
Contractor hereby grants to City,on behalf of any insurer providing insurance to either Contractor
or City with respect to the services of Contracror herein,a waiver of any right to subrogation which
any such insurer may acquire against City by vir[ue of the payment of any loss under such
insurance.
1.Contractor shall include all subcontractors, if any, as insureds under its
policies or shall furnish separate certificates and endorsements for each subcontractor to City for
review and approval. All covera es for subcontractors shall be subject to all of the requirements
stated herein.
19. Termination. City may for any reason terminate this Agreement by giving
Contractor not less than five (5) days' written notice of intent to terminate. Upon receipt of such
no[ice, Contractor shall immediately cease work, unless the notice from City provides otherwise.
Upon the termination of this Agreement, City shall pay Contractor for services satisfactorily
provided and all allowable reimbursements incurzed to the date of tecmination in compliance with
this Agreement, unless termination by City shall be for cause, in which event City may withhold
any disputed compensation. City shall not be liable for any claim of lost profits.
20. Maintenance and Insoection of Records. In accordance with generally accep[ed
accounting principles, Contractor and its subcontractors shall maintain reasonably full a d
complete books, documents, papers, accounting records, and other informa[ion (collectively, the
records")per[aining to the costs of and completion of services performed under this Agreement.
City and its authorized representatives shall have access to and the right to audit and reproduce
any of Contractor's rewrds regarding the services provided under this Agreement. Contractor shall
maintain all such records for a period of at least three (3) years after termination or completion of
this Agreement. Contractor agrees to make available all such records for inspection or audit at its
offices during norma] business hours and upon three(3)days' notice from City,and copies thereof
shall be fumished if requested.
21. Compliance with all LawsQmmieration Laws.
a. Contractor shall be knowledgeable of and comply with all local, state and
federal laws which may apply to the performance of this Agreement.
b. If the work provided for in this Agreement constitutes a"public works," as
that term is defined in Section 1720 of the Califomia Labor Code,for which prevailing wages must
be paid, to the extent Conhactor's employees will perform any work that falls within any of the
c]assifications for which the Deparhnen[of Labor Relations of the State of Califomia promulgates
prevailing wage determinations, Contractor hereby agrees that it, and any subcontracror under it,
shall pay not less than the specified prevailing rates of wages to all such workers. The general
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prevailing wage determina[ions for crafrs can be ]ocated on the website of the Department of
Industria] Relations (www.dir.ca.gov/DLSRI. Additionally,to perform work under this Contract,
Contractor must meet a0 State regis[ration requirements and criteria, including project compliance
monitoring.
c. Contrac[or represents and warrants that Contractor:
1) Has complied and shall at all times during the term of this
Agreement comply, in all respects, with all immigration laws, regulations, statutes, rules, codes,
and orders, including, without limitation, the Immigration Reform and Control Act of 1986
IRCA); and
2) Has not and will not knowingly employ any individual to pecform
services under this Agreement who is ineligible to work in the United States or under the terms of
this Agreement; and
3) Has properly maintained, and shall at all [imes during the term of
this Agreement properly maintain, a]] related employment documentation records including,
without limitation, the completion and maintenance of the Form I-9 for each of Contractor's
employees; and
4) Has responded, and shall at all times during the term of this
Agreement respond, in a timely fashion to any govemment inspection requests relating to
immigration law compliance and/or Form I-9 compliance and/or worksite enforcement by the
Department of Homeland Security, the Department of Labor, or the Social Security
Administration.
d. Contractor shal] require all subcontractors or subconsultants to make the
same representations and warranties as set forth in Subsection 21.b.
e. Conhactor shall, upon request of City, provide a list of all employees
working under this Agreement and shall provide,to the reasonable satisfaction of City,verification
that all such emp]oyees are eligible to work in the United S[ates. All costs associated with such
verification shall be bome by Contractor. Once such request has been made, Contractor may not
change employees working under this Agreement without written notice to City, accompanied by
the verification required herein for such employees.
f.Contractor shall require all subcontractors or sub-consultants to make the
same verification as set forth in Subsection 21.d.
g. If Contractor or subcontractor knowingly employs an employee providing
work under this Agreement who is not authorized to work in the United States, and/or fails to
follow federa] laws to determine the status of such employee,that shall constitute a material breach
of this Agreement and may be cause for immediate termination of this Agreement by City.
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h. Contractor agrees to indemnify and hold City, its officers, officials, agents
and employees harmless for, of and from any loss, including but not limited to fines,penalties and
corrective measures City may sustain by reason of Con[ractor's failure to comply with said laws,
rules and regulations in connection with the performance of this Agreement.
22. Governine Law and Venue. This Agreement shall be construed in accordance
with and governed by the laws of the State of California and Conhactor agrees to submit to the
jurisdiction of Califomia courts. Venue for any dispute arising under this Agreement shal] be in
Orange County, Cali£omia.
23. Inteeration. This Agreement constitutes the entire agreement of the paRies. No
other agreement,oral or written,pertaining to the work to be performed under this Agreement shall
be of any force or effect unless it is in writing and signed by both parties. Any work performed
which is inconsistent with or in violation of the provisions of this Agreement shall not be
compensated.
24. Notice. Except as otherwise provided herein, all notices required under this
Agreement shall be in writing and delivered personally, by e-mail, or by first class U.S. mail,
postage prepaid, to each party at [he address listed below. Either party may change the no[ice
address by notifying the other party in writing. Notices shall be deemed received upon receipt of
same or within three (3) days of deposit in the U.S. Mail,whichever is earlier. Notices sent by e-
mail shall be deemed received on the date of the e-mail transmission.
CONTRACTOR" CITY"
Wittman Enterprises, LLC City of Orange
11093 Sun Center Drive 300 E. Chapman Avenue
Rancho Cordova, CA 95670 Orange, CA 92866-1591
Attn.: Corinne Wittman-Wong, CEO Attn.: Bryan Johnson
Telephone: 916-669-4608 Telephone: 714-288-2503
E-Mail: CWittmanWong@webillems.com E-Mail: bjohnson@cityoforange.org
25. Counteroarts. This Agreement may be executed in one or more coun[erpaRs,each
of which shall be deemed an original, but all of which together shall constitute one and the same
instrument. Signatures transmitted via facsimile and electronic mail shall have the same effect as
original signaWres.
Remainder of page intentionally leFt blank; signatures on next page]
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IN WITNESS of this Agreement, the parties have entered into this Agreement as of the
year and day first above written.
CONTRACTOR" CITY"
WITTMAN ENTERPffiSES, LLC, a CITY OF ORANGE, a municipal corporation
Califomia limited liability company
By: C1 7 F By: (/-
Printed Namg• 4 , Mark A. urphy, Mayor
Title: V
By: i% ATTEST:
Printed Name:
Ti[le:
AnuQ1 C/yl/v n
Pamela Coleman, City Clerk
APPROVED AS TO FORM:
Mary E. Bi ning
Senior Assistant City Attome
NOTE:City requires the following signature(s) on behalf of the Contractor:
1)the Chairman of the Board, the President or a Vice-President,AND(2) the
Secretary, the Chief Financial Officer, the Treasurer, an Assistant Secretary
or an Assistant Treasurer. If only one corporate officer exists or one corporate
officer holds more than one corporate office, please so indicate. OR
The corporate officer named in a corporate resolution as authorized to enter
into this Agreement. A copy of the corporate resolution, certiTied by the
Secretary close in time to the execution of the Agreement, must be provided to
City.
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EXHIBTT A
SCOPE OF SERVICES
I.Private Billine
Wittman Enterprises, LLC to prepaze al] imoices and follow-up mailings. Ini[ial invoicing with both
English and Spanish instructions will be on 8 X 11 billings and will be placed in envelopes, sealed and
mailed postage prepaid. Initial invoicing occurs within[hree(3)days of receipt of transport tickets. Toll-
Free number provided to patients. An ini[ial 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
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-Cai,Medi-Medi
Wittman Enterprises, LLC to prepare all invoices and elechonically comey to Medicaze and Medi-Cal fiscal
intermediaries.
All secondary and coinsurance billing transferzed to the appropriate secondary pay source and promptly
billed to that source.
III. Workers' Comoensation and Private Insurance
Wittman Enterprises, LLC 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 sewre insurance payments will be performed by Wittman Enterprises,LLC.
IV. Delinaueat Claim Handline
Patients with daims 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 to
any outside collection agency.Wittman Enterprises,LLC will utilize installment billing as allowed by the
City in cases offinancial hardship.
V. Receiots Processina
Wittman Enterprises, LLC will receive direct payment,posting and depositing cash receipts within 1 (I)day
of receipt. Bank deposit receipt will be faaced or emailed to the City. Wittman Enterprises, LLC shall have
no access to the proceeds of the receipts.All funds are under the exclusive control of the Ciry of Orange.
VI. Reports
Monthly, Wittman Enterprises, LLC will perform accurate month-end close procedures[hat will result in the
following repoRs:
Monthly Ticket Survey
Monthly Sales Joumal
Monthly Cash Receipts Joumal
Monthly Receivables Aging
Management A/R Analysis
Statistical Reports customized to City's needs
VII. Provider Resoonsibilities
Submit necessary transport information, including pay source information and patien[ condition, to
Wittman Enterprises, LLC for billing purposes.
Fonvard to Wittman Entecprises, LLC all necessary information relating to patient transports services,
payments and patient eligibi]ity.
Notify Wittman Enterprises,LLC of any accounts tha[require special attention.
Obtain signature of patient or guardian.
Provide patienYs Social Security Numbe
VIII. Source Documents
Wittman En[erprises, LLC will retain all source documents including attachments for six(6)yeazs. When
service contract is terminated,all source documents are retumed to City at[he City's expense.
EXHIBTT B
FEESCHEDULE
I.Fees
A. Percentage ofNet Collections 3.90%of net collected revenue
B. Monthly Reports Included
Net Collections are the dollars eligible for collection after adjusting for Medicare and Medi-Cal write
downs. "Collected Revenue"is the net dollars collected minus any refunds or payor adjustments. Billing
services are offered for a percentage of collected revenue as agreed upon by the two parties as indicated
above.
II. Term
The term of the agreement will be for 5ve(5)calendar years, and hvo(2) optional calendar year extensions,
effective the date of contract execution by both parties.
EXHIBIT C
BUSINESS ASSOCIATES AGREEMENT
This Business Associate Agreement ("AgreemenY')between the City of Orange(Covered Entity)
and Wittman Enterprises,LLC(Business Associate)is executed to ensure that Wittman Enterprises,LLC
will appropriately safeguard protected health information ("PHI")that is created, received, main[ained, or
transmitted on behalf of the City of Orange in compliance with the applicable provisions of Public Law
104-191 of August 21, 1996, known as the Health Insurance Portability and Accountability Act of 1996,
Subtitle F—Administrative Simplification, Sections 261, et seq., as amended ("HIPAA"), and with Public
Law ll 1-5 of February 17, 2009, known as the American Recovery and Reinvestment Act of 2009, Title
XII, Subtitle D—Privacy, Sections 1340Q et seq.,the Health Information Technology and Clinical Health
Act, as amended (the"HITECH AcP').
A. Geueral Provisions
I. Meanine of Terms. The terms used in this Agreement shall have[he same meaning as those
terms defined in HiPAA.
2. Reeulatory References. Any reference in this Agreement to a regulatory section means the
section curren[ly in effec[or as amended.
3. Interoretation. Any ambiguiry in this Agreemen[ shall be interpreted to permit compliance
with HIPAA.
B. Obligations of Business Associate
Wittman En[erprises, LLC agrees that it will:
1. Not use or further disclose PHI other than as permitted or required by this Agreement or as
required by law;
2. Use appropriate safeguards and comply,where applicable,with the HIPAA Security Rule with
respect to electronic protected health information ("e-PHI") and implement appropriate
physical,technical and administrative safeguuds ro prevent use or disclosure of PHI other than
as provided for by this Agreement;
3. Report to the City of Orange any use or disclosure of PHI not provided for by this Agreement
of which it becomes awaze, including any security incident(as defined in the HIPAA Security
Rule) and any breaches of unsecured PHI as required by 45 CFR §164.410. Breaches of
unsecured PHI shal]be reported to the City without unreasonable delay but in no case later than
60 days after discovery of[he breach;
4. In accordance with 45 CFR 164.502(e)(1)(ii)and 164308(b)(2),ensure that any subcontractors
hat create, receive, maintain, or transmit PHI on behalf of Wittman Enterprises,LLC agree to
the same restrictions, conditions, and requirements that apply to Wittman Enterprises, LLC
with respect to such information;
5. Make PHI in a designated record set available to the City of Orange and to an individual who
has a right of access in a manner[hat satisfies City's obligations to provide access to PHI in
accordance with 45 CFR §164.524 within 30 days of a request,
6. Make any amendment(s) to PHI in a designated record set as directed by the City of Orange,
or[ake other measures necessary to satisfy City's obligations under 45 CFR§164.526;
7. Maintain and make available information required to provide an accounting of disclosures [o
the City of Orange or an individual who has a right to an accounting within 60 days and as
necessary to satisfy City's obligations under 45 CFR §164.528;
S. To the extent that Wittman Enterprises,LLC is to carry out any of City's obligations under the
HIPAA Pdvacy Rule, Wittman Enterprises, LLC shall comply with the requirements of the
Privacy Rule that apply[o the City of Orange when it canies out that obligation;
9. Make its intemal practices; books, and records relating to the use and disdosure of PHI received
from,or created or received by Wittman Enterprises,LLC on behalf of the City of Orange,available
to the Seaetazy of[he Departrnent of Health and Human Services for purposes of determining
Wittrnan Enterprises,LLC and the City's compliance with HIPAA and the HITECH Act;
10. Restrict the use or disclosure of PHI if the City of Orange notifies Wittman Enterprises, LLC
of any restriction on the use or disclosure of PHI that the City has agreed to or is required to
abide by under 45 CFR§164.522;and
11. Ifthe CiTy of Orange is subject to the Red Flags Rule(found at 16 CFR§681.1 et seq.),Wittman
Enterprises, LLC agrees to assist the City in complying with its Red Flags Rule obligations by:
a) implementing policies and procedures to detec[ relevant Red Flags (as defined under 16
C.F.R. §681.2); (b)taking all steps necessary to comply with the policies and procedures of[he
City's Identity Theft Prevention Program; (c) ensuring that any agent or third party who
performs services on i[s 6ehalf in connec[ion with wvered accounts of Orange agrees to
implement reasonable policies and procedures designed to detect,prevent, and mitigate the risk
of identiry theft; and (d) alerting the City of Orarige of any Red Flag incident (as defined by
the Red Flag Rules)of which it becomes awaze, the steps it has taken to mitigate any potential
harm that may have ocwrred, and provide a repoR to the City of any threat of identity theft as
a result of the incident.
C. Permitted Uses and Disclosures by Business Associate
The specific uses and disclosures of PHI that may be made by Wittman Enterprises,LLC on behalf
of the City of Orange include:
1. The prepazation of invoices to patients,camers, insurers and others responsible for payment or
reimbursement of the services provided by the CiTy to its patients;
2. Prepazation of reminder notices and documents pertaining to collections of overdue accounts;
3. The submission of supporting dowmentation to camers, insurers and other payers to
substantiate the healthcaze services provided by the City to its patients or to appea] denials of
payment for the same; and
4. Other uses or disclosures of PHI as pertnitted by HIPAA necessary to perform the services that
Wittman Enterprises, LLC has been engaged to perfoan on behalf of the City of Orange.
D. Termination
I. The City of Orange may terminate this Agreement if [he City de[ermines that Wittman
Enterprises, LLC has violated a ma[erial term of the Agreemen[.
2. If either party knows of a pattem of activity or practice of the other party that constitutes a
materia] breach or violation of the other party's obligations under this Agreement, that party
shall take reasonable steps to cure.the breach or end the violatioq as applicable, and, if such
steps are unsuccessful,terminate the Agreement if feasible.
3. Upon teanination of this Agreement for any reason, Wittman Enterprises, LLC shall retum to
the City of Orange or desfroy all PHI received from the City,or created,maintained,ot received
by Wittman Enterprises, LLC on behalf of the Ciry tha[ Wi[tman Enterprises, LLC still
maintains in any form. Wittman Enterprises, LLC shall retain no copies of the PHI. If reWm
or destmction is infeasible, the protections of this Agreemen[will extend to such PHI.
Agreed to this first day of May,2020
Covered Entity Business Associate
The City of Orange Wittman Enterprises, LLC
Corinne Wittman-Wong, CEO
Name and Title Nam//e and Title
l.Li.r.a.i. .,-ci.I/
Signature Signature
Daze: Date: 10 i/2a