HomeMy WebLinkAbout12. Approve Amend to Agrmt w-Wittman Enterprises, LLC - Ambulance Billing ServiceAPPROVED BY
CITY MANAGER
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
.• OFFICE •; THE CITY MANAGER
BY: MARK GILLASPIE, FIRE CHIEF
DATE:
AMENDMENT •: THE AGREEMENT FOR• •
BETWEEN THE CITY OF DOWNEY AND WITTMAN ENTERPRISES, LLC FO
AMBULANCE BILLING SERVICES
That the City Council approve Amendment No. 1 to the Agreement for Professional Services
between the City of Downey and Wittman Enterprises, LLC for Ambulance Billing Services.
i, •
The Downey Fire Department recently conducted a review of the Professional Services
Agreement between the City of Downey and Wittman Enterprises, LLC for EMS billing. Wittman
agreed to reduce their fee for services from 5.9 to 4.9 percent of the actual monies the City
receives for EMS transportation.
FISCAL IMPACT
During fiscal year 2016-2017 the fire department transported patients to area hospitals
approximately 6,000 times. Of those transports, Wittman collected $3,180,367 in revenue for the
City and charged the City 5.9% which was a total of $187,641. With an amended fee for
services of 4.9% the City would have paid $155,837. By approving Amendment No. 1 the City
will save approximately $31,000 annually.
ATTACHMENTS
Attachment A Amendment to Agreement for Professional Services Between the City
of Downey and Wittman Enterprises, LLC for Ambulance Billing.
Attachment B Agreement for Professional Ambulance Billing Services Between City
of Downey and Wittman Enterprises, LLC
AMENDMENT NO. I TO AGREEMENT
FOR PROFESSIONAL SERVICES BETWEEN
CITY OF DOWNEY AND WITTMAN ENTERPRISES,
FOR AMBULANCE BILLING SERVICES I
THIS AMENDMENT NO. I TO AGREEMENT ("Amendment") is made and
entered into effective this Ist day of J� 2018, by and between the CITY OF
"CI
corporation r r and WITTMAN
ENTERPRISES, r • Liability
"CONSULTANT").
1. CITY and CONSULTANT have entered into that certain Agreement for
Professional Services, dated February 14, 2012 (the "Agreement"), by which
CITY retained CONSULTANT to provide billing and collection services for the
C TY's ambulance services.
2. The Parties desire to make a certain arnendmentto the Agreement,,
3. The Parties intend to be bound by the terms and provisions of the Agreement as it is
amended herein.
NOW, THEREFOla, for and in consideration of the Mutual covenants and conditions
herein contained, the Parties agree as follows:
Section 1. AMENDMENT
A. CITY and CONSULTANT hereby amend Appendix A Section IX (A) of the
Agreement to read as follows:
., Percentage of Net rF _ Collections •
Section , The rights, obligations and fees of the Parties Linder theAgreementshall
not otherwise be amended, altered or revised except as expressly provided for herein and all other
terms of the Agreement shall remain in full force and effect.
'Section 3. This Amendment -• in Counterparts,of
be deemed r «together,• _ • e and the same instrument.
AMIENDN/11ENT TO PROFESSIONAL AMBULANCE BILLING SERVICES
„r
Attachment "A"
IN WITNESS "EREOF the parties hereto have executed this Agreement the
day and year first herein above written.
By
Mayor
City Clerk
APPROVED AST( FO M,
Cv
ty Attorney
CONSULTANT
By _-
Corinne Wittman -Wong
CEO
AMENDMENT TO PROFESSIONAL AMBULANCE BILLING SERVICES
Page 2 of
01.
AGREENU?NT FOR� 1 NAL AM BULANCE BILUING SERVICES
yE $'N CITY1r
AND " t h i, +`
This A. reetrtent for Professional, Aaaabtataance Billing Services: ("Agreement") is made and
entered into lai i day of _ :% �p' t L2, by and betwceri City of Downey, a trtr nioipral
corporation and cNirter city, hereinafter rferred to as "Provider," vider," or "the Provider" and Wittman
Enterprises, LLC, a holited;bability company hereinafter referred to tis "W. »
f CITALS
WHEREAS, Provider desires to use the biffin so zv'ce of,,Tered by WE, all independelat
contra.etori, as its agent for the purpose of perf raaa:ita , the services described in Appendix A to this
Agreement,
WHEREWS, concurrently with entering i[tto this Agreetnent that parties are also entering
filtoffte,14PAA t aasiraess Associate Aggreenient (IRMA Agarecinon "), attached hereto as Appen; i
and incorporated by this reference as t caaagla tally set forth herein; and
WITEIMA , this Nlgreernent is the `sLiNDEM G A reernenC` as defined by and
reference in the fIIPAA A aveinent,
WITNESSE TIL. That the parties hereto have iootn ally covers ted and agreed, and by these
Presents do covenant and agree' with each other as f Ilows;
1, T This Agreement shalt c tno.,eaace- oil the date it is exce.uted by WE; and Provider
and it shall continue it, Putt force and in of bct uracil it is terniinatedby either panty, giving thirty (30)
drays a&ancewritten notice to the other party,
® SCOPE OF SERVICES: W.E. will perform services as set forth in, Appendix A of this
Agreement, Provider understands, agrees to, and accepts that WR has no respol.1sibtl'or obligatloft
for deterniining the accuracy of any dlairns inade to governmentali governmentalagencies, and that ,E. relies tars
Provider for makingany such claims on documentation, All services provided pursuant to this
Agreement stall be subject to the terms and conditions of the I-TIPAA Agreement, To this extent
there is My conflict between the provisions- of this Agreement and the provisions of the IRMA
A- greenaent the HTPAA Agreement Will control, as set Forth: in Section 5.3 of the , A Ageeiaaent.
3® CONIPLINSATION. AND AVI : : W.E. will provide the b€Icing services as stated
for d fee as oratiined in Appcnd'I A. W, E, W1 H invoice Provider at the end of each month. Tnv ices
are payable. upon, teceipt and slliatt be deeaned late if not received by W,F-. within thirty (30) calendar
days of the invoice date.
Aftachment "B"
i •. " i -.. 1 ` i. •':: r � .: a 1 ` ♦ i i. " it • a . .:
i • -:. a ., - _ i i - i- ' • _ ii" • ♦ i i -a a i
.; f a . i• i• "1 i • a 1
- .• i111f1.•�`
i � i ` • ri - . ori rM�
.' # i 1" • i a" •iii • ' _ ", i . - i .
•,.:- ,� . • i` I. 1` 1...;^i •:1-a ..i -i. a :.. .# ^" -a a �' i. f •'
„s^ i i
t f- t � - - i - + # - rr: - i-
-f -t _ #• `
+• .'f f I # 1.r. .. # .t' # - .i Wit; i -
# # .
•
fralrAM11 Oil 1 0
17. NOTICE: Any notice given hereunder shall be deemed served immediately if hand
delivered in writing to an officer or other duly appointed representative of the Party to whom the notice is
directed, or if transmitted by facsimile to the facsimile number contained in this Agreement or listed
below. Notices shall also be deemed served five business days after transmittal by registered, certified,
express, or regular mail or by Federal Express to the business address identified in this Agreement.
4
Corinne Wittman -Wong,,
Wittman •
21 Blue Court - a
Sacramento, CA 95828
916 471-5108
Copy to: Jon Riese, Esquire
Signature Law Group
3400 Bradshaw Road Ste A -4A
Sacramento, CA 95827
F: (916) 290-7616
Provider:
City of Downey
A : Lonnie Croom, Fire Chief
11111 Brookshire Avenue
Downey, CA 90241
Facsimile: (562)869-3994
Copy to: Yvette M. Abich Garcia
City Attorney
City of Downey
11111 Brookshire Avenue
Downey, CA 90241
F: (562) 923-6388
ENTIRETY:18. Any of - terrns or I r a of this Agreement may be • at any
time by the party entitled to the benefit thereof,but r such waiver shall affect or aair the rights of
the waiving party to require observance, performance or satisfaction either of that term or condition
as its applies on the subsequent occasion or of any other term or condition hereof
herein. There are 1 other understandings,or other Agreements expressed r •• r oral or
exceptas set forth
i Neither party shallassign, ri - . - or transfer,
either directly or by operation of rr, or any interest herein without- • •,
consentwritten of other party,• o do so shall be r void,. r' any
assignees, hypothecates or transferees shall acquire no right or interest by reason o suc
attempted assignment, hypothecation or party refuses or fails to consent to
hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest
therein, then either party may terminate this Agreement by providing n4forth in
Paragraph
20. If any portion of this Agreement is declared in -valid,
illegal,or otherwise unenforceableby 1 of i •`jurisdiction,r, • provisions
continueshall i - and
0
IN WfrNE.S3 WHEREOF the parties hereto have executed this Agreement the dayand y qtr first
herein virtue written.
Witiman, Enterprises, LLQ City of w y
arra ��tt�r� ':, Brossmer, Mayor
33
ATTEST:
�.
chy clerk
a Z. -WA,
APPROVED, AS TO FORk
P�®
�tt�rriy
E
WITT MAN ENTERPRISES, LLC
21 Blue Sky Court, Sacramento, CA 95828
Appendix A
AVr--1#YZ61
Wittman Enterprises, LLC ("Wittman") shall perform the following services for Provider, and as
more fiffly set forth herein:
(a) screen prepare and submit claims to any and all payors including but not necessarily limite
ed'aries, insurance carriers, companies, govermnme
to in idual persons, Medicare intenn i
and quasi -government agencies and any other source of pay for ambulance,
(b) track and trace all claims submitted,
(c) resubmit or otherwise resolve denied or disallowed clairns,
(d) retain all source documents for 72 months,
(e) provide adequate precautions to protect confidentiality of patient records in accordance wit
applicable state law, and
(f) timely submit claims, predicated upon normal working conditions and subject to adjustme
at any time in the event of any cause or causes beyond the control of W.E.
(g) conduct all contact and correspondence with beneficiaries or responsible parties.
L Private Billing
Wittman will prepare all invoices and follow-up mailings� Initial invoicing with both English and
Spanish instructions will be on 8xl I 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 1-800 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 Nvill send an inquiry letter in addition to the initial invoice, The standard bill
schedule is as follows:
1. Invoice Immediately
2. Statement 30 days
3. Past Due 20 days
4. Final Demand 10 days
ff. Medicaje Medi.-CalN�Iedi-Medi
Wittman will 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.
M. Workers' Comensation and,Private Insurance
Wittman 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.
IV. Delia hent Mains Handlin
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 to an
outside collection agency.
ze U.'s ?I Iffe-Ift billigg as alloi
V. Receipts,Processing
Wittman wilt receive direct payment, posting and depositing cash receipts within one (1) day of
receipt Bank deposit receipt will be faxed to a designated representative with the Provider. Wittman
shall have no access to the proceeds of the receipts, All funds are under the exclusive control of the
Provider.
Monthly, Wittman will perform accurate month end close procedures that will result in the following
reports:
Monthly Ticket Survey
Monthly Sales Journal
Monthly Cash Receipts Journal
Monthly Receivables Aging
Management A/R Analysis
Statistical Reports customized to client needs
VIL Provider Respgrisibilities
• Submit necessary transport information, including pay source information and patient
condition, to Wittman for billing purposes.
• Forward to Wittman all necessary infon-nation relating to patient transports services,
payments and patient eligibility.
• Notify WiM-nan of any accounts that require special attention.
• Obtain signature of patient or guardian.
• Provide patient's Social Security Number
VIH. Source Documents
Wittman wr'll retain all source docurnents including attachments for six (6) years. When service
contracted is terminated, all source documents are returned to Provider at the Provider's expense.
IX Fees
A. Percentage o Net Collections: 5.9% Net Collections minus refunds
B. Monthly reports: included
I
WITTMAN ENTERPRISES, L
S< 'L C
21 Blue Sky Court, Sacramento, CA 95828
Appendix B
IIIPAA t1G.—MEELEVI
m
hAFAA BUSINESS ASSOCIATE AGREEMENT
A, ,- I
This Agreement ("Agreement") is entered into thisleday of gffi�l 2012 by and between Wittman
Enterprises, LLC, a limited liability company ("Business Associate") and City of , owney, a municipal corporation
and charter city, ("Covered Entity"),
WHEREAS, Business Associate performs functions, activities 'or services for, or on behalf of Covered
Entity' and Business Associate receives, has access to, or creates Health Information in order to perform such
functions, activities or services-,
WHEREAS, Covered Entity and Business Associate pursuant to the Contract is in compliance with the
Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 ("HDAX'), the Health
Liformation Technology for Economic and Clinical Health Act, Public Law 111-005 ("the HITECH Actand
including but not limited to, the Standards for Privacy of Individually Identifiable Health Information, 45 Code of
Federal Regulations Parts 160 and 164; and
WHEREAS, HIPAA requires Covered Entity to enter into a contract with Business Associate to provide
for the EzrQtection of the nrivacv and security of Health Information, and HIPAA probibits the disclosure to or use of
Health Information by Business Associate if such a contract is not in place.
NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration,
the receipt and adequacy of whic is ere y ac nowle ged, the parties agree as follows:
L] "Breach' means any unauthorized access, acquisition, use or disclosure of PHI which
compromises the security or privacy of that information.
1.2 "Disclose" and "Di§clg.%u " mean, with respect to Health Information, the release, -transfer,
provision of access to, or divulging in any other manner of Health Information outside Business Associate's internal
operations or to other than its employees.
1.3 .EjgcLroq.ic Protected ffealth_Info_)rmation - e -PH" means any information that (a) relates to the
past, present or future physical or mental health or condition of an individual; the provision of health care to an
individual, or the past, present or future payment for the provision of health care to an individual; (b) identifies the
individual (or for which there is a reasonable basis for believing that the information can be used to identify the
individual); and (c) is received by Business Associate from or on behalf of Covered Entity, or is created by Business
Associate, or is made accessible to Business Associate by Covered Entity that is held in an electronic format,
1.4 "Identity TILe_ft" means any information that may be used, alone or in conjunction with any other
information to identify a specific person.
1.5
1.6 "Protected Health Information - PHI" means information that (a) relates to the past, present or
future physical or mental health or condition of an individual; the provision of health care to an individual, or the
past, present or future payment for the provision of health care to an individual-, (b) identifies the individual (or for
which there is a reasonable basis for believing that the information can be used to identify the individual), and (c) is
received by Business Associate from or on behalf of Covered Entity, or is created by Business Associate, or is made
accessible to Business Associate by Covered Entity.
1.7 "LrLv4py_ Regula 'on means the Standards for Privacy of Covered Individually Identifiable
Health Information, 45 Code of Federal Regulations Parts 160 and 164, promulgated under HIPAA.
1.9 "HITECIT' means the Health Information Technology for Economic and Clinical Health Act,
Public Law 111-005 ("the HITECH Act"),
1.9 !Rped�Fla : means a pattern, practice, or specific activity that indicates the possible existence of
identity theft"
1.10 �dFlgg RAlips" means the Identity Theft Red Flag Rules promulgated under the Fair and
Accurate Credit Transactions of 2003 ("Red Flag Rules") found at 16 C.F. R Part 681.
1:11 "Security Rules" means the requirements of the Security Regulations promulgated under the
Health Insurance Portability and Accountability Act of 1996 (Security Rulp) found at 45 CPR Part 164.
1.12 "Services" means the services provided by Business Associate pursuant to the Underlying
Agreement(s), or if no such agreement(s) are in effect, the services Business Associate performs with respect to the
Covered Entity.
1.13 "Underlying--AgLegineA" means the services agreement executed by the Covered Entity and
Business Associate, if any,
114 "Use" or "Uses" mean, with respect to Health Information, the sharing, employment, application,
utilization, examination, or analysis of such Health Information within Business Associate's internal operations.
2.1 InLitiLqt Effqctiy4LDate _o f rmance. The obligations created under this Agreement shall become
fterfp_
effective on 2012.
2,2 Permitted Uses and Disclosures of Health Information. Business Associate is authorized to and
shalt
a. Use and Disclose Health Information as necessary to perform Services for, or on behalf
of Covered Entity;
b, Use Health Information to create aggregated or de -identified information (in accordance-
with
ccordancewilh the requirements of the Privacy Regulations), -
C, Use or Disclose Health Information (including aggregated or de-idente •in ormatic,
i—tk jLC
W&WA LVJL:,AP,4AjL1tOj#LM 0 -1 _9_
Business Associate shall not Use Health •Information ♦for •any other purpose, except that if necessary, Business
Associate may Use Health Information for the proper management and administration of Business Associate or to
- - - - - - - - - - - - - - ---
MW I M
person will notify Business Associate of any instances of which it is aware in which the confidentiality of the
information has been breached. Business Associate agrees to a patient's right to an accounting of a// disclosures
from an electronic health record (-HER). Business Associate agrees to a patient's right to request restrictions on the
use of PHI when the service is paid for out of pocket and a request is made notjo bill their health insurance.
Business Associate agrees to a patient's right to obtain their PM in an electronic format if it is stored in that manner.
23 fir lJoAltbIft irtnitiion. Business Associate warrants that it shall implement
and maintain appropriate safeguards to prevent the Use or Disclosure of Health Information in any
manner other than as permitted by this Agreement.
2
a. Busink-.zis Associates _ to implement administrative,physical,ri technical
safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of e -PTH that
it creates, receives, maintains, or on of a •• Entity if any.
b, Business A-ssociate will ensure that any agent, includings whom
implementprovides e -PHI that was created, received, maintained, or transmitted on behalf of the Covered Entity, agrees to
a .► and appropriate safeguardsrprotect confidentiality, a integrity of '
C. Business Associateto alert the Covered Entity i a` • <d
r !II. a r a • • r .r r r
y
scurity
compromise that may have occurred and to provide a report to the Covered Entity of any loss of data or other
information a/ s of r
• ;• -i. i . r - •, r• -r -• i r - s ■ -• r -•r a a -`1,; a
1: Ira■ .:;1 - i/ t r i r •: a i r r. •
• r ' '- a
WHOMai • -t •• : • a i /- a
•. s ': 1 I a ' 1 i :: a.
a, f a 1 a • i- • r a t'' • • i -
i. r , a . :# a '::a r # • :i 1. ° i, ♦:..
i • a
.• a ': • is f ,/ r# _
r • r f "i
i Ensure that any agent, including• whom it provides e -.that was created,
received, maintained, is transmitted on behalf
of i . .kg to reasonable and
appropriate • protectconfidentiality, 1integrityof`-PIU.
c. Alert the Covered Entity of • defined of which it
vide a reoort to Covered Entitv afanv loss of k?ta or other inform.2tion qvster comuromme-2.s 2 result of the
i.
ARTICLE 1111
t 3 t t t `�► � y.�;
3.1 Covered Entity shall notifyBusiness Associateof {n(s) in Covered
Entity's notice of privacypractices to the extent such limitation(s)
Disclosure of •
3.2 Security. All PHI sent in an electronicr be t
there3.3 NLqtifjc4 o iqach. Covered Entity agrees to notify all parties involved by whatever means
necessary in the event is a breachof `
s
. )z Vol NO t
4.1 Term_ Subject to the provisions of Sections 4.2 and 4.3, the term of this Agreement shall be the
term of the Underlying Agreement(s).
4.2 Upon Covered Entity's knowledge of a material breach of this Agreemen!
by the Business Associate,Covered Entity shall either:
noticea. notify Business Associate of the breach in writing, and provide an opportunity to cure the
breach or end the violation within ten (10) business days of such notification; provided that if Business Associate
fails to cure the breach or end the violation within such time period to the satisfaction of Covered Entity, Covered
Entito shall have the ri lit to immediatelp terminate thi A reement and the Undkdping Avreementf u[ion written
i Business Associate;
upon written noticeto Business Associate,•t and the
Underlying Agreement(s) if Covered Entity determines that such breach cannot be cured; or
C. if Covered Entity determines that neither terminationnorcure is feasible, the Covered
Entity shall report the violation to the Secretary.
4.3 CoverekEntity or Business
Underlying and this Agreement upon/notice
Associate does not promptly enter into negotiations to amend this Agreement when requested by Covered Enti
pursuant to Section 5.2 or (b) Business Associatedoes noti i this Agreement providin
assurances regarding_ the safeguarding of i ♦n that the Covered Entity, in its sole discretion,i'•
sufficient to satisfy the standards and requirements of HIPAA.
Upon terminationor
Information.expiration of this Agreement, Business Associate shall either return or destroy, in Covered Entity's sole discretion
and in accordance with any instructions by Covered Entity, all Health Information in the possession or control of
Business Associate and its agents and subcontractors. In such event, Business Associate shall retain no copies of
such Health However, if theBusiness i... . determinesneither nor destruction is
Health Information is feasible, Business Associate shall notify Covered Entity of the conditions that make return or
destruction infeasibbWound-m-t-jrLE.4t;
with the provisions of this Agreement for as long as it retains Health Information, and (b) further limits Uses and
Wisclosures of is i tothose•i or destruction of o i:,
i
4
5.1
Notwithstanding anything to the contrary• r _
Business Associate's expense, Business Associate agrees to indemnify, defend and hold harmless Covered Entity
and Covered Entity's employees, directors, officers, subcontractors or agents (the "Ind emn i ties") against all
damages, losses, lost profits, fines, penalties, costs or expenses (including reasonable attorneys' fees) and all liability
to third parties arising frorn any material breach of this Agreement by Business Associate or its employees,
directors, officers,M i , it agents or other members of Business Associate'sworkforce.
any reason -
5;2 Amendinent to Cornojj��� The
parties acknowledgeand federal laws relating to
electronic data security and privacy are rapidly evolving and that amendment of this Agreement may be required to
provide for procedures to ensure compliance with such developments. The parties specifically agree to take such
action as is necessary to imnleweg t�o.
SON
a a - i a ► : ♦ # • is r
this
Agreement iiiHIPAA or other
applicable
ON -11" 1.1 MIAMI
. •..,. . 1 :.. Y` :! t`^# , :.
5.5 S4qtWjiygL A failure of any party to enforce at any time any term, provision or condition of this
`+reement. or o%tion no
forthor partial exercise preclude any other right or option herein. In no way whatsoever shall a waiver of any term,
provision or condition of this Agreement be valid unless in writing, signed by the waiving party, and only to the
extent set
5,6 This Agreement is the result of +• •
between. the parties and shall be construed to have been drafted by all parties such that any ambiguities in this
Agreement shall not r 1 against either party,
53 If any provision of this Agreement is found to be itivalid or unenforceable by any
court, such provision shall be ineffective only to the extent that it is in contravention of applicable laws without
invalidating the remaining provisions hereof.
5.8 The section headings contained herein are for convenience in reference and are
not intended to define or limit the scope of any provision of this Agreement.
5AD C4��g. This Agreement may be executed in one or more counterparts, each of which shall
be deemed an. original, and will become effective and binding upon the parties as of the effective date at such time
as a H the signatories herr have signed , counterpart of Agreement.
5.11 &�� Any notices required or permitted to be given hereunder by either party to the other shall
be given in writing: (1) by personal delivery; (2) by electronic facsimile with confirmation sent by United States first
class registered or certified mail, postage prepaid, return receipt requested; (3) by bonded courier or by a nationally
recognized overnight a or " by r States first class registered or d mail, postage prepaid,
a
return receipt requested, in each case, addressed to:
In
Ifto business Associate:
Wittman Enterprises, LLC
�i Blue Sky Court
Sacramento, CSA 9582
Attrt: Privaty' fFive '
hf to Covered Entity
Ceti of Downey
A ' a Fire C,:kt&€ rivacy Officer
I I i t t, r oolr9hire Avenin
Downey, CAi 90211
tea to such other addresses as the parties tray recirtest in writing by € otice given pursuant to, this Seetioaa 5 12.
Notices shalt be deemed receive on the ear_tiest"of personal delivery; upon delivery by electronic faadsi-riaile with
conBirmation from tlae transmitting araaohine that the transciais,sion was completedtwenty-four (24) hours following
deposit with a boatded courier or Overnight delive y service; or seventy—two (72) hours foil wing deposit in the U&
r la'il as required horein,
5:12 A a 1itaarlal i.aaas artd Vgr . This Agreement shall be governed by and construed in accordwee
with the ia-iternaal laws of the State of California (witimut ogaard to pritteilales of cc nRiots (iflaw) The parties agree
that all aadtiorls or proceedings arising In connection with this Agreement shalt be tried and Litigated exchisivety in
the siato or federal(if permit ed by hav and a party elects to Ie an action in faderat court) courts located in ,I os
Angeles County. This choke of veraie is intended" by the parties to bf, mandatory and carat permissive in naturae, and
to preclude the pdssihility of iitig tioaa between the parties with respect to; or arishig out of, this; Agreement in any
jurisdiction other that, that specified in this Section 5 t2. Earn Party waive's ally right it may have to assert the
doctrine of forum nota-converrience or sirrulaar doctrine or to object to venue with respect to any proccedi g brojight
in accordance with, this Section i 11
5 13 Interpretation, Any ambiguity in ttiis Agreement shad be resolved to permit Covered Entity to
comply- with the Privaey R gtrtatioris.
1i Wf NESS WHEREOF, the parties Beretta have executed this Agreement effective: as of the dtlte stated
above
CITY OF DOWNIKY WITrMAN ENTEIMISES, LLC
Printed Name: 10 eel ��resssraz�r Printed Name, ar-r me Wittaran9ti l
ittl 1a tar Title: 0
Luted.- �� f " ")� Dated;
6
€ ies°C
APPROVED AS TO 1,70MM:
Attorney
T,