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HomeMy WebLinkAboutC-1791 .. • RECORDING REQUESTED BY 2- CITY OF ARCADIA 02-0925550 AND WHEN RECORDED MAIL TO - NAME CITY OF ARCADIA , • STREET JUNE D. ALFORD,- CITY- CLERK ADDRESS 240 WEST HUNTINGTON DRIVE P.O. BOX 60021 CITY ARCADIA, CA 91066-6021 STATE ZIP • L J SPACE ABOVE THIS LINE FOR RECORDER'S USE M •affilir Mk\ S9 A\ ,o�����uaiari�NNE nv I W0na \ Zs,"aiiiiiAMAW No / aJo* NOTICE OF COMPLETION Notice pursuant to Civil Code Section 3093, must be filed within 10 days after completion. (See reverse side for complete requirements.) Notice is hereby given that: 1. The undersigned is owner or corporate officer of the owner of the interest or estate stated below in the property hereinafter described: 2. The full name of the owner is CITY OF ARCADIA 3. The full address of the owner is 240 WEST HUNTINGTON DRIVE, ARCADIA, CALIFORNIA 91007 4. The nature of the interest or estate of the owner is: In fee. (If other than Fee,strike in fee'and insert,for example,'purchaser under contract of purchase,'or'Lessee') 5.The full names and full addresses of all persons, if any,who hold title with the undersigned as joint tenants or as tenants in common are: NAMES ADDRESSES 6. The full names and full addresses of the predecessors in interest of the undersigned, if the property was transferred subsequent to the commencement of the work or improvements herein referred to: NAMES ADDRESSES 7. P work of improvement on the property hereinafter described was completed on MARCH 5, 2002 .The work done was: LANDSCAPE IMPROVEMENTS, PARKING DISTRICTS 1 &_ 2, PROJ. 2241711 & 2241811 8. The names of the contractor, if any, for such work of improvement was MARIPOSA HORTICULTURAL ENTERPRISES, INC. JULY 24, 2001 (If no contractor for work of improvement as a whole,insert'None') (Date of Contract) 9. The property on which said work of improvement was completed is in the City of ARCADIA County of LOS ANGELES , State of CA , and is described as follows: PARKING DISTRICTS 1 & 2 LANDSCAPE IMPROVEMENT—WHEELER AVE. BETWEEN SANTA_-ANNTA AVE. & INDIANA ST. , CITY OF ARCADIA 10. The street address of said property is VARIOUS ADDRESSES UNDER PROJ. 2241711 & 2241811 AS NOTED ABOVE . (If no street address has been officially assigned,insert'none'.) -Dated MARCH 6, 2002 (Signature of Owner or corporate officer of Owner named in paragraph 2,or his agent) WILLIAM R. KELLY, CITY MANAGER V IFIQATION I,the undersigned, say: I am the CITY CLERK O C IA the declarant of the foregoing Notice of Completion; (President of,Manager of,Partner of,Owner of,etc.) I have read said Notice of Completion and know the contents thereof;the same is true to my own knowledge. I declare under penalty of perjury that the foregoing is true and correct. Executed on MARCH 6 ,2 04 at ARC;II a , CALIFORNIA . ��r o I i nature o he individual h is swearin that the contents of the Notice of Completion are true) T� �. AL�ORD, � CLERK Before you use this form,fill in all blanks,and make whatever changes are appropnate and necessary to your particular transaction.Consult a lawyer 11111111111 WOLCOTTS FORM 1114-(Price class 3B) if you doubt the form's fitness for your purpose and use.Wolcotts makes NOTICE OF COMPLETION-Rev.7-99 no representation or warranty, express or implied,with respect to the 01999 WOLCOTTS FORMS,INC. merchantability or fitness of this form for an intended use or purpose. 7 67775 39114 5 AMENDMENT NO. 5 TO AGREEMENT FORMS BILLING tw 1191�5 AND COLLECTION SERVICES BY AND BETWEEN THE CITY OF ARCADIA AND WITTMAN ENTERPRISES This Amendment No. 5 ( "Amendment No. 5 ") is hereby entered into by and between the City of Arcadia, a charter city organized under the Constitution and laws of the State of California, and Wittman Enterprises, LLC a Limited Liability Company with respect to that certain Professional Services Agreement between the parties dated August 1, 2001 ( "Agreement "). The parties agree as follows: 1. Pursuant to Section 3.1.2 of the Professional Services Agreement, the term is extended from July 1, 2007 to and including June 30, 2010. 2. Pursuant to Section 3.3.1 of the Professional Services Agreement, the billing service rate is set at a rate of 5.9% of collected dollars for the period of July 1, 2007 to and including June 30, 2010. The total compensation shall not exceed FIFTY -SIX THOUSAND DOLLARS ($56,000). 3. All of the remaining terms and provisions of the Agreement are hereby reaffirmed. In witness whereof the parties have executed this Amendment No. 5 on the date set forth below. CITY OF ARCADIA BY W City Manager Dated: qA .2007 ATTE : k� City C erk APPROVED AS TO FORM: sNwn, P.1 <\I-e� City Attorney Wittman Enterprises, LLC BY President Walter Imboden, CONCUR: Administrative Services Director AMENDMENT19O. 4 TO AGREEMENT FORMS BILLING AND COLLECTION SERVICES BY AND BETWEEN THE CITY OF ARCADIA AND WITTMAN ENTERPRISES This Amendment No. 4 ( "Amendment No. 4 ") is hereby entered into by and between the City of Arcadia, a charter city organized under the Constitution and laws of the State of California, and Wittman Enterprises, LLC a Limited Liability Company with respect to that certain Professional Services Agreement between the parties dated August 1, 2001 ( "Agreement "). The parties agree as follows: 1. Pursuant to Section 3.1.2 of the Professional Services Agreement, the term is extended from August 1, 2006 to and including June 30, 2007. 2. All of the remaining terms and provisions of the Agreement are hereby reaffirmed. In witness whereof the parties have executed this Amendment No. 4 on the date set forth below. CITY OF ARCADIA By up- lo City Manager Dated: 12006 ekj T. City Clerk APPROVED AS TO FORM: City Attorney Wittman Enterprises, LLC By 0(0,6tz. Donna Wittman, President CONCUR: Administrat e Services Director �1 oil hno_i,a AMENDMENT NO. 3 TO AGREEMENT FOR EMS BILLING AND COLLECTION SERVICES BY AND BETWEEN THE CITY OF ARCADIA AND WITTMAN ENTERPRISES This Amendment No. 3 ( "Amendment No. 3 ") is hereby entered into by and between the City of Arcadia, a municipal corporation in the state of California, and Wittman Enterprises with respect to that certain Professional Services Agreement between the parties dated August 1, 2001 ( "Agreement "). The parties agree as follows: 1. Pursuant to Section 3.1.2 of the Agreement, the term of the Agreement is extended from August 1, 2004 to and including August 1, 2006. 2. All of the terms and provisions of the Agreement are hereby reaffirmed. In witness whereof the parties have executed this Amendment No. 3 on the date set forth below. 0 City Manager ATTEST: %,o APPROVED AS TO FORM: � P J- e City Attorney CONSULTANT "Wittman Enterprises" Title Concur: I, \ �4 v -- � Administratg7e ervices Director AMENDMENT NO. 2 TO AGREEMENT FOR EMS BILLING AND COLLECTION SERVICES BY AND BETWEEN THE CITY OF ARCADIA AND WIT TMAN ENTERPRISES This Amendment No. 2( "Amendment No. 2 ") is hereby entered into by and between the City of Arcadia, a municipal corporation in the state of California, and Wittman Enterprises with respect to that certain Professional Services Agreement between the parties dated August 1, 2001 ( "Agreement "). The parties agree as follows: 1. Pursuant to Section 3.1.2 of the Agreement, the term of the Agreement is extended from August 1, 2003 to and including August 1, 2004. 2. All of the terms and provisions of the Agreement are hereby reaffirmed. In witness whereof the parties have executed this Amendment No. 2 on the date set forth below. CITY OF ARCADIA By W� City Manager Dated: July 1, 2003 ATTEST: - 4 Cc lty Clerk APPROVED AS TO FORM: � Z a City Attorney CONSULTANT "Wittman Enterprises" By � L Title Concur: Administ tive Services Director pHG U -ZU AMENDMENT NO. 1 TO AGREEMENT FOR EMS BILLING AND COLLECTION SERVICES BY AND BETWEEN THE CITY OF ARCADIA AND WITTMAN ENTERPRISES This Amendment No. 1( "Amendment No. 1 ") is hereby entered into by and between the City of Arcadia, a municipal corporation in the state of California, and Wittman Enterprises with respect to that certain Professional Services Agreement between the parties dated August 1, 2001 ( "Agreement "). The parties agree as follows: 1. Pursuant to Section 3.1.2 of the Agreement, the term of the Agreement is extended from August 1, 2002 to and including August 1, 2003. 2. All of the terms and provisions of the Agreement are hereby reaffirmed. In witness whereof the parties have executed this Amendment on the date set forth below. CITY OF ARCADIA By City Manager Dated: May 0 , 2003 ATTEST: ity Clerk APPROVED AS TO FORM: � P. New City Attomey CONSULTANT "Wittman Enterprises" Title CONCUR: Tracey L. H se Administrative Services Director CITY OF ARCADIA • C / -7,9/"'k- , PROFESSIONAL SERVICES AGREEMENT 1. PARTIES AND DATE. This Agreement is made and entered into this 1st day of August 1, 2001, by and between the City of Arcadia, a municipal organization organized under the laws of the State of California with its principal place of business at 240 West Huntington Drive, Arcadia, California 91066- 6021 ( "City ") and Wittman Enterprises, a California Limited Liability Company, with its principal place of business at 21 Blue Sky Court, Suite A, Sacramento, CA 95828 ( "Consultant "). City and Consultant are sometimes individually referred to as "Party" and collectively as "Parties." 2. RECITALS. 2.1 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing EMS Billing and Collection Services to public clients, is licensed in the State of California, and is familiar with the plans of City. 2.2 Project. City desires to engage Consultant to render such services for the EMS Billing and Collection Services ( "Project') as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labgr, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional EMS Billing and Collection Services necessary for the Project ( "Services "). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by-reference, and all applicable local, state and federal laws, rules and regulations. RVPUMNGS\557I 89 3.1.2 Term. The term of this Agreement shall be from August 1, 2001 to August 1, 2002, unless earlier terminated as provided herein, within an option for two one -year extensions. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. 3.2 Responsibilities of Consultant. 3.2.1 Control and Pavment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "A" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City, said approval to not be unreasonably withheld. 3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. The key personnel for performance of this Agreement are as follows: Dona Wittman, President and CEO. RVPUR \NG9,557 I RR 2 0 9 3.2.5 City's Representative. The City hereby designates Tracey Hause or her designee, to act as its representative for the performance of this Agreement, ( "City's Representative "). City's Representative shall have the power to act on behalf of the City for all purposes under this Contract. Consultant shall not accept direction or orders from any person other than the City's Representative or his or her designee. 3.2.6 Consultant's Representative. Consultant hereby designates Dona Wittman or her designee, to act as its representative for the performance of this Agreement ( "Consultant's Representative "). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care: Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions, which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub - consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re- employed to perform any of the Services or to work on the Project. 3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal /OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations, that is due to the extent of the negligence of the Consultant. RVPUMNG5�5571 A8 3 3.2.10 Insurance. 3.2.10.1 Time for Compliance. Consultant shall not commence Work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section. 3.2.10.2 Minimum Requirements. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Consultant, its agents, representatives, employees or subcontractors. Consultant shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and (3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. (B) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) Workers' Compensation and Employer's Liability: Workers' Compensation limits as required by the Labor Code of the State of California. Employer's Liability limits of $1,000,000 per accident for bodily injury or disease. 3.2.10.3 Professional Liability. Consultant shall procure and maintain, and require its sub - consultants to procure and maintain, during the term of the agreement, errors and omissions liability insurance appropriate to their profession. Such insurance shall be in an amount not less than $1,000,000.00 per claim, and shall be endorsed to include contractual liability. 3.2.10.4 Insurance Endorsements. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies: (A) General Liability. The general liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insured with respect to the Work or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; and (2) the insurance coverage shall be primary insurance as respects RVPUBW GS \55 i 1 AR 4 the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage. Any insurance or self- insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it in any way. (B) Automobile Liability. The automobile liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insured with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers; or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled' underlying coverage. Any insurance or self - insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it in any way. (C) Workers' Compensation and Employers Liability Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees, agents and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Consultant. (D) All Coverage. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents and volunteers. 3.2.10.5 Separation of Insured; No Special Limitations. All insurance required by this Section shall contain standard separation of insured provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents and volunteers. 3.2.10.6 Deductibles and Self- Insurance Retentions. Any deductibles or self- insured retentions must be declared to and approved by the City. Consultant shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self - insured retentions as respects the City, its directors, officials, officers, employees, agents and volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 3.2.10.7 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. 3.2.10.8 Verification of Coverage. Consultant shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its RVPUMNGS1557188 5 behalf, and shall be on forms provided by the City if requested. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 3.2.11 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.3 Fees and Payments. 3.3,.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "B" attached hereto and incorporated herein by reference. The total compensation shall not exceed FORTY THOUSAND DOLLARS ($40,000.00) without written approval of City's designee. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment of Compensation. Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during RVPUMNGS1559188 6 0 0 normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant 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 under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services that have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Notwithstanding any provision herein to the contrary, City shall continue to be obligated to compensate Consultant, following the effective date of termination, based upon any and all payments received by the City from patients after the date of termination resulting from billings completed by consultant prior to termination. Consultant may not terminate this Agreement except for cause. 3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: Consultant: Wittman Enterprises 21 Blue Sky Court, Suite A Sacramento, CA 95828 Contact Person: Dona Wittman With a courtesy copy to: Goodman & Richter, LLP 501 West Broadway, Suite 1335 San Diego, CA 92101 City: RVPURWGS`557188 City of Arcadia 240 West Huntington Drive Arcadia, CA 91066 -6021 Attn: Tracey Hause, Administrative Services Department rI Such notice shall be deemed made when personally delivered or when mailed, forty -eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data; Licensing of Intellectual Propert y. This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ( "Documents & Data "). Consultant shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. Notwithstanding any provision herein to the contrary, the City and Consultant agree that the Consultant's software shall remain the property of the consultant and the City shall not have ownership thereof. 3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. RVKJMNGS \557188 8 0 0 3.5.6 Indemnification. The City agrees, to the fullest extent permitted by law, to indemnify and hold Consultant harmless from any damage, liability or cost (including reasonable attorneys' fees and costs of defense) to the extent caused by the City's negligent acts, errors or omissions in the performance of professional services under this Agreement and those of its sub - consultants or anyone for whom the City is legally liable. Consultant agrees, to the fullest extent permitted by law, to indemnify and hold the City and its officials, officers, employees, volunteers and agents harmless from any damage, liability or cost (including reasonable attorneys' fees and costs of defense) to the extent caused by Consultant's negligent acts, errors or omissions and those of his or her contractors, subcontractors or consultants or anyone for whom Consultant is legally liable, and arising from the subject of this Agreement. The City is not obligated to indemnify Consultant in any manner whatsoever for Consultant's own negligence. 3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 3.5.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5. 10 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project. 3.5.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties. 15.12 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.13 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. RVPUB \NGS55 188 9 3.5.14 Amendment, Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.16 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.17 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.18 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.19 Equal Opportunity Employment. Consultant 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. Such non - discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.20 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self - insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.21 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to 'execute, deliver, and perform the Agreement. Each Party RVPMNGW57189 10 0 warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.22 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. CITY OF ARCADIA By: .__ William R. Kelly City Manager ATTEST.• A. Alford City Clerk APPROVED AS TO FORM. Steph n P. Deitsch City Attorney RVPUB \NGS\557188 WITTMAN ENTERPRISES By: z Dona Wittman 11 President and CEO i EXHIBIT "A" SCOPE OF SERVICES AND SCHEDULE OF SERVICES I. Private Billine Wittman Enterprises, LLC 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 IL Medicare, Medi -Cal, Medi -Medi Wittman Enterprises, LLC 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. IIl. Workers' Compensation 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 secure insurance payments will be performed by Wittman Enterprises LLC. IV. Delinquent Claim 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 to an outside collection agency. Wittman Enterprises, LLC will utilize installment billing as allowed by the City in cases of financial hardship. RVPUB \NCM557188 A -t V. Receipts Processing Wittman Enterprises, LLC will receive direct payment, posting and depositing cash receipts within one (1) day of receipt. Bank deposit receipt will be faxed 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 City. VI. Reports Monthly, Wittman Enterprises, LLC 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, LLC for billing purposes. • Forward to Wittman Enterprises, LLC all necessary information relating to patient transports services, payments and patient eligibility. • Notify Wittman Enterprises, LLC of any accounts that require special attention. • Obtain signature of patient or guardian. • Provide patient's Social Security Number VIII. Source Documents Wittman Enterprises, LLC will retain all source documents including attachments for six (6) years. When service contracted is terminated, all source documents are returned to City RVPUBNGS \557188 A -2 Fees E EXHIBIT "Bn COMPENSATION A. Percentage of Net Collections 5.9% 0 B. Monthly reports Included RV11UB,NGS \557188 B -1 c.S 1TlFl ` ©F y DIVY) N$0FIA I.E. i1712S ISSUE DATE (MI rl lO lO O1 PRODUCER CORDIA OF CA INS SRVCS 1017 COBBLEROCK DR. #100 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. COMPANIES AFFORDING COVERAGE A DOI LIC. #0352275 RANCHO CORDOVA CA 95670 COMPANY A HARTFORD INSURANCE COMPANY LETTER COMPANY B GULF UNDERWRITERS (BRADLEY) LETTER INSURED COMPANY EVEREST NATIONAL INS. CO. ITTMAN ENTERPRISES, LLC P. O. BOX 269110 LETTER COMPANY D LETTER ACRAMENTO, CA 95826 -9110 COMPANY .v LETTER E ulITY Y ANCADN COVEHAdES .. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POUNNES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. p 'TOR TYPE OF INSURANCE POLICY NUMBER POLICYEFFECTIVE GATE (MM /DD /YY) POLICY EXPIRATIO DATE (MMlDDlVY) LIMITS GENERAL LIABILITY 57SBAGK684253 09/05/01 09/05/02 GENERAL AGGREGATE $ 2 000 00 PRODUCTS - COMP /OPAGG. $ 1 000 00 OMM ER C IAL GENERAL LIABILIT LAMS MAGEOOCCUR. PERSONAL &ADV. INJURY $ 1 000 00 EACH OCCURRENCE $ 1 000 OQ OWNER'S& CO NTRACTOfl'S PROT. FIRE DAMAGE (Any one fire) $ 100 00 MED.EXP. (Any one person) $ 10 0 Q AUTOMOBILE LIABILITY 57SBAGK684253 09/05/01 09/05/02 COMBINED SINGLE ANYAUTO LIMIT $ 1 000 00 BODILY INJURY ALL OWNED AUTOS SCHEDULEDAUTOS ISSUED IN LIEI I OF CERTINC TE (Per person) $ BODILYINJURY (Per accident) $ HIRED AUTOS NON -OWNED AUTOS DATED I ' (O 1 PROPERTY DAMAGE S GARAGE LIABILITY EXCESS LIABILITY EACH OCCURRENCE $ AGGREGATE $ .......................... UMBRELLAFORM OTHER THAN UMBRELLA FORM WORXER'SCCMPENSATICN _ 39,0002 0 010011, 07/0'/01" 0710.11.02. STATUTORY L IMITS $ 1.000, OO 0 EACH ACCIDENT AND DISEASE - POLICY LIMIT $ 1.000, 00 EMPLOYERS' LIABILITY DISEASE -EACH EMPLOYEE $ 1 000 00 oTHEERRORS & GU0410029 05/13/01 05/13/02 $1,000,000 OMISSIONS DESCRIPTION OF OPERATIONS !LOCATIONS /VEHICLESfSPECIALITEMS -- -- RE: EMS BILLING/GENERAL LIABILITY ONLY: ADDITIONAL INSURED ENDORSEMENT ATTACHED. WORKERS COMPENSATION ONLY: WAIVER OF SUBROGATION APPLIES IN FAVOR OF THE CITY OF ARCADIA, IT'S DIRECTORS, OFFICIALS, OFFICERS, EMPLOYEES, AGENTS AND DESIGNATED VOLUTEERS PER THE ATTACHED ENDORSEMENT. SUBJECT TO 10 DAY NOTICE OF CANCELLATION FOR NON- PAYMENT OF PREMIUM. CBplIFICATE HOLDER j5M— CEUATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL gWNXRXT, CITY OF ARCADIA MAIL 3.0 _ DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE CITY CLERKS OFFICE LEFT,ZK£!lXA�i9l4i4E�E€]� IR4I7RX 240 W. HUNTINGTON DR. X 4xmx%Y PNR4El4l;C7EII€Fimmm P.O. BOX 60021 ARCADIA CA 91006 AUTHORIZED REPRESENTATIVE ACORTI2S•S (T19q) pORAT10N 49l�. FA INSURED: WITTMAN ENTERPRISES, POLICY NUMBER: 57SBAGK684253 INSURANCE COMPANY: HARTFORD 0 LLC October 10, 2001 /RGE COMMERCIAL GENERAL LIABILITY INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -- OWNERS, LESSEES OR CONTRACTORS (FORM B) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART. SCHEDULE Name of Person or Organization: CITY OF ARCADIA, IT'S DIRECTORS, OFFICIALS, OFFICERS, EMPLOYEES, AGENTS AND VOLUNTEERS CITY CLERKS OFFICE 240 W. HUNTINGTON DRIVE P.O. BOX 60021 ARCADIA CA 91006 As respects: EMS BILLING (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) WHO IS AN INSURED (Section II) is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of "your work" for that insured by or for you. OF CALIFORNIA INSURAN CG 20 10 11 85 Copyright, Insurance Services Office, Inc., 1984 INSURED: WITTMAN ENTERPRISES, LLC October 10, 2001 /RGE POLICY NUMBER: 3900020010011 WORKERS' COMPENSATION INSURANCE COMPANY: EVEREST NATIONAL INSURANCE COMPANY SPECIAL ENDORSEMENT - WAIVER OF SUBROGATION ENDORSEMENT FOR WORKERS COMPENSATION - The company agrees to waive any and all rights of recovery or subrogation against: SCHEDULE NAME OF PERSON OR ORGANIZATION: CITY OF ARCADIA, IT'S DIRECTORS, OFFICIALS, OFFICERS, EMPLOYEES, AGENTS AND VOLUNTEERS CITY CLERKS OFFICE 240 W. HUNTINGTON DRIVE P.O. BOX 60021 ARCADIA, CA 91006 AS RESPECTS: EMS BILLING By reason of any loss claim, action or payment which might arise out of or in connection with the named insured's work under contract. It is further agreed that the additional premium for this endorsement shall be determined at audit. ACORDIA OF CALIFORNIA INSUR CE SERVICES, INC. • 0