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HomeMy WebLinkAbout43 - CC-16 - Attachment 1 - 7/21/2015Attachment 1 CITY OF COSTA MESA. AMBULANCE SERVICES AGREEMENT THIS AGREEMENT is made and entered into this 19th day of August 2008 ("Effective ,Date"), by and between the CITY OF COSTA MESA, a municipal corporation ("City") and CARE,AMBULANCE+ SERVICE, INC., a California corporation ("Contractor"). WITNESSETH: A. WHEREAS, COSTA MESA issued "City of Costa Mesa Request for Proposals for Emergency Ambulance and Patient Billing Services #1117" on November 20, 2007. A copy of said Request for Proposals is attached hereto and incorporated herein by reference as Exhibit "A," and is hereinafter referred to as "RFP"; and B. WHEREAS, COSTA MESA issued two subsequent addendums to the RFP on January 24, 2008, and on February 11, 2008. Copies of the addendums are attached hereto and incorporated herein by reference as Exhibit "B, and are hereinafter referred to as the "Addendutns." The original RFP and the addendums shall be collectively referred to as the "RFP." C. WHEREAS, CONTRACTOR submitted a proposal dated March 17, 2608, in response to the RFP. A copy of the proposal is attached hereto and incorporated by reference as Exhibit "C," acid is hereinafter referred to as the "Proposal"; and D. WHEREAS, CONTRACTOR is an ambulance provider that is fully licensed and qualified to perform the work required by this Agreement and was selected by COSTA MESA following the evaluation of proposals submitted in response to said RFP; and E. WHEREAS, COSTA MESA desires to utilize the services of CONTRACTOR to provide Basic Life Support (BLS) and Advanced Life Support (ALS) emergency ambulance and patient' billing services in accordance with all applicable laws, COSTA. MFSA's RFP and Addendums, and selected options Roan CONTRACTOR's Proposal; and F. WHEREAS, at its meeting of July 1, 2008, the Costa Mesa City Council accepted CONTRACTOR's Pxoposal and authorized city staff to negotiate an Agreement for the provision of BLS and ALS emergency ambulance and patient billing services by CONTRACTOR. The details of the Scope of emergency ambulance services to be performed by CONTRACTOR under this Agreement are described in greater detail in section 2,1 of this Agreement, NOW, THEREFORE, fox and in consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows; �, C (a py Ambulance PSA I-0. GENERAL PROVISION'S 1.1. Order of Precedence. The entire Agreement between City and Contractor shall be comprised of the following docuaents, listed in order of precedence: 1) This Agreement (the Costa Mesa Ambulance Services Agreement); 2) The Proposal; and 3) The RFP (including the two Addendums), which are all incorporated by this reference. In the event of an inconsistency in this Agreement and any of the attached Exhibits, the terms set forth in this Agreement shall prevail, These documents together constitute the entire Agreement between the parties with respect to any matter referenced herein and supersede any and all other prior writings and oral negotiations. If there is any conflict between the terms and conditions of the above mentioned documents, the terms and conditions of this Agreement shall prevail over those in the Proposal or RFP, the terms and conditions of the Proposal shall govern over those in the RFP, and the Addendums .shall prevail over the RFP. Only a writing executed by the parties hereto or their respective successors and assigns may modify this Agreement 1,2. 'Representatives. The City Manager or his designee shall be the representative of City for purposes of this Agreement and may issue all consents, approvals, directives and agreements on behalf of the City, called for by this Agreement, except as otherwise expressly provided in this Agreement. Contractor shall designate a representative for purposes of this Agreement who shall be, authorized to issue all consents, approvals, directives and agreements on behalf of Contractor called for by this Agreement, except as otherwise expressly provided in this Agreement. 1.3. Project Managers. The Costa Mesa Fire Department (CMFD) EMS Coordinator shall be the Project Manager designated by the City to work directly with Contractor in the performance of this Agreement. Contractor shall designate a Project Manager who shall represent it and be its agent in all consultations with City during the terra of th s Agreement. Contractor or its Project Manager shall attend and assist in all coordination meetings called by City. 1.4, Notices. Any notices, documents, correspondence or other communications concerning this Agreement or the work hereunder shall be made in writing and may be provided by personal delivery, facsimile or mail and sh.a11 be addressed as set forth below. Such communication shall be deemed served or delivered: a) at 'the time of delivery if such communication is sent by personal delivcry; b) at the time of transmission if such communication is sent by facsimile; and c) 48 hours after deposit in the U.S. Mail as reflected by the official U.S. postmark if such communication is sent through regtiilar United States mail. IF TO CONTRACTOR: Care Ambulance Service, Inc. 1517 W. Brandon Court Orange, CA 92868 . Tel: 714-288-3800 Fax: 714-288-3802 Attn: Rick Richardson IF TO CITY: City of Costa Mesa 77 Fair Drive Costa Mesa, CA 92626 TeI: 714-754-5155 Fax: 714-754-4944 Attn: EMS Coordinator 2 Ambulance P9A 1.5. Drug-free Workplace Poli. Contractor shall provide a drug-free workplace by complying with all provisions set forth in City's Council Policy 100-5, attached hereto as Exhibit "D" and incorporated herein by reference. Contractor's failure to conform to the requirements set forth in Council Policy 100-5 shall constitute a material breach of this Agreement and shall be cause for immediate termination of this Agreement by City. 1.6, Attorneys' Fees. In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from. the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof. 1.7. Governing Law. This Agreement shall be governed by and construed under the laws of the State of California without giving effect to that body of laws pertaining to conflict of laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto agree that the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California. 1.8. Assignment, Contractor shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of Contractor's interest in this Agreement without City's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for termination of this Agreement, Regardless of City's consent, no subletting or assignment shall release Contractor of Contractor's obligation to perform all other obligations to be performed by Contractor hereunder for the term of this Agreement. 1.9. Indenmification and Hold harmless. To the fullest extent permitted by law, Contractor shall protect, defend, indemnify and hold harmless City and its elected and appointed officials, officers, and employees, from any and all claims, liabilities, expenses, including attorney fees, damage to property or injuries to or death of any person or persons or damages of any nature including, but not by way of limitation, all civil claims or workers' compensation claims arising out of or in any way coralected with the intentional or negligent acts, error or omissions of Contractor, its employees, agents or subcontractors in the performance of this Agreenient. 1,10. lndependent Contractor. Contractor is and shall be acting at all times as an independent: contractor and not as an employee of City. Contractor shall secure, at its expense, and be responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for Contractor and its officers, agents, and employees, and all business licenses, if any are required, in connection with the services to be performed hereunder. 1.11. PERS Eligibility Indeunnification, In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Agreement claims or is determined by a court of competent jurisdiction or the Califonua Public Employees Retirement System (PERS) to be, eligible for enrollment in PERS as an employee of City, Contractor shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer Arnbttlance PSA contributions for PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the, responsibility of City. Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Contractor and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and 'hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and/or entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits. 1,12. ins ections. The BMS Coordinator, or any other person designated by the Fire Chief or City Manager, shall have the authority to inspect all facilities, properties, vehicles, documents, and records of any type of data storage means famished or prepared by Contractor or any of its subcontractors in the course of performance of this Agreement. City shall also be entitled to receive copies of any documents or records it may request upon reasonable notice to Contractor. 1.13. Public Records Act Disclosure, Contractor has been advised and is aware that all reports, documents, information and data including, but not limited to, computer tapes, discs or files furnished or prepared by Contractor, or any of its subcontractors, and provided to City may be subject to public disclosure as required by the California Public Records Act (California Government Code Section. 6250 et. seq,). Exceptions to public disclosure may be those documents or information that qualify as trade secrets, as that teen is defined in the California Government Code Section 6254:7, and of which Contractor informs City of such trade secret. The City 'will endeavor to maintain as confidential all information obtained by it that is designated as a 'trade secret. The City shall not, in any way, be liable at responsible for the disclosure of any trade secret including, without limitation, those records so marked if disclosure is deemed to be required by law or by order of the. Court. 1.14. Responsibility for Errors. Contractor shall be responsible for its work and results under this Agreement. Contractor, when requested, shall furnish clarification and/or explanation as may be required by the EMS Coordinator or other City -designated representative, regaxding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Contractor occurs, then Contractor shall, at no cost to City, provide all necessary paperwork regarding Contractor professional services necessary to rectify and correct the matter to the sole satisfaction of City and to participate in any meeting required with regard to the correction. 1,15. Prohibited Employment, Contractor will not employ any regular employee of City while this Agreement is in effect without prior approval by the Fire Chief, 1.16. Costs. Each party shall bear its own costs and fees incurred in the pmpaxation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein. 4 Arxrbulance PSA 1.17. No Third Party Beneficiary Rights. This Agreement is entered into for the sole benefit of City and Contractor and no other parties are intended to be direct or incidental beneficiaries of this Agreement, and no third party shall have any right in, under, or to this Agreement. 1.18. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain, or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement. 1.19, Construction. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement, 1.20. Amendments. Only a writing executed by the parties hereto or their respective successors and assigns may amend this Agreement, 1.21. Waiver. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance, No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy in respect to any occurrence or event shall not be deemed a waiver of any right or remedy in respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver. 1.22. Severability. 1f any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable in any circumstance, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance. Notwithstanding the foregoing, if the value of this Agreement, based upon the substantial benefit of the bargain for any party is materially impaired, which determination as made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both. parties agree to substitute such provision(s) through good faith negotiations. 1,23. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement. 1.24. Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on. behalf of said parties and that by doing so, the parties hereto are formally botuid to the provisions of this Agreement. Ambulance PSA 1.25, Records and Audits. Records of Contractor's services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City for inspection and/or audit at mutually convenient times throughout the term of this Agreement (including any extensions), and for a period of three (3) years after tare Agreement is terminated for any reason. Contractor shall also follow and is subject to the record and audit requirements set forth in the RFP. 2.0. EMERGENCY AMI ULANCE SERVICES PROVIDED BY CONTRACTOR 2.1. Scone of Emergency Ambulance Services. During the terms of this Agreement and any extension, Contractor shall provide the BLS and ALS emergency ambulance services in ,the City of Costa Mesa (the "Services"), The Services provided by Contractor under this Agreement shall be performed in accordance with the terms of this Agreement, the terms of the City's RFP (Exhibit "A" and Exhibit "B") and in Contractor's Proposal (Exhibit "C"). 2.2. Inter- Agency Cormnunications (RFP Page 18 Item V A 5 c), The on -duty field supervisor• shall be equipped with both a mobile and a portable 800 MHz radio that enables him/her to communicate directly with CMFD field personnel at all times, 23. Data Collection and Reporting (RFP Page 19 Item V A 9 a). Contractor shall not be required to provide "Transfer of Care Time" or "At Patient Time" as part of the data reporting requirements listed in the original RPP, 2.4, Additional Vehicle Equipment (RFP Pme 20 Item V B 5 a ). Contractor shall equip all four CMFD ambulances (3 primary, 1 reserve) with both an on -board 800 MHz radio, and at least one portable 800 MHz radio for the crew to carry. 2.5. Required Medical Inventory (RFP Page 21 ,Item V B 6 a). CMFD has replaced all FernoTrac Adult Hare Traction Splints with the Sager Model 5304 Form III Bilateral splints. Therefore, all CMFD ambulances shall be equipped with Sager Model 5304 Form III Bilateral splints. 2.6. Facility Furnishings and Inventory (RPP _Page 22 Item V.C.1c . Each ambulance station shall be furnished with a television that has both DVD and VHS playback capability, which may be used for both education and entertainment purposes. 2.7. Furnishings and UxventoryRFF Page ?2, Iter�n V C 2 d), Each ambulance station shall maintain a library that includes the following: (a) Manufacturer instruction manuals for EMS equipment on ambulance. (b) Current Orange Cotuaty EMS Agency Treatment Guidelines manual. (c) Primary paramedic textbook currently used by Saddleback College. (d) Primary EMT textbook currently used by Saddleback College. (e) 2005 American Heart Association ECC Guidelines. (f) Current Orange County Thomas Guide map book. (g) Journal of Emergency Medical Services (JEMS) magazine subscription. 6 Ambul•mce PSA 2.6,urnish'a�nd I ventorv.(RFP Page 23 Item V C 2 e). Each ambulance station shall be equipped. with a computer system, including a printer, with high-speed internet access, Adobe Acrobat Reader software, and Microsoft Word software. Each Costa Mesa Ambulance Operator will have an e-mail address that s/he can access at his/her assigned ambulance station, and to/from which the EMS Coordinator may send/receive e-mails directly. Each Costa Mesa Ambulance Operator shall check his her e-mail in -box at least once per 24- hour shift. E-mails from the EMS Coordinator shall be read immediately or as soon as practical, and responded to promptly when requested. 2.9. Persomiel Qualifications (RFP Page 23 Item V D 1 b�. Contractor may staff any CMFD ambulance with an employee who is not an authorized emergency ambulance driver, with the caveat that all four CMFD ambulances shall be staffed by at least one qualified and authorized emergency ambulance driver at all tunes, 2.10. Roster (RFP Page 1II Item V.A,7). In addition to the roster information already specified in the RFP, Contractor shall indicate whether each Costa Mesa Ambulance Operator is an authorized emergency ambulance driver or not. 2.11. Personnel Credentials (RFP Page 23 Item V.D.2.g)• Contractor shall have the option of keeping emergency driver safety course completion documentation for Costa Mesa Ambulance Operators at its headquarters or other designated facility, so long as the documentation is available for inspection by the EMS Coordinator, the oa-duty CMFD Battalion Chief, any CMFD member designated by the Fire Chief, or any person designated by the City Manager. 2.12. Medical Examination (RFP Page 24 Item V D 7). Contractor shall not be required to perform a resting 12 -lead electrocardiogram on pre -hire EMT candidates. 2A3. Time Stan (RFP Page 28 Item V.E3). Contractor shall meet all ground ambulance time standards at a compliance rate of at least 93 % (fractile), rather than the 90% rate specified in the original RFP. 2.14 Realth Insurance Portability and Accountability Act (HIPAA) The parties agree that each is a Covered Entity as that term is defined in HIPPA, 45 CFR Part 160.103. Each has an independent obligation to maintain the confidentiality of protected health information of persons who are provided medical services by City, Contractor or both. `Ilaerefoxe, the parties have act and need not enter into a Business Association Agreement, and each will endeavor to maintain the confidentiality of any protected health information that is obtained from any patient treated by City and/or Contractor. 2.15, Piofessional Practices. All .Services to be provided by Contractor pursuant to this Agreement shall be provided by personnel experienced in their respective fields and in a manner consistent with the standards of care, diligence, and skill ordinarily exercised by professional contractors in similar fields and circumstances in accordance with sound professional practices and as explained in the RFP. Contractor also warrants that it is familiar with all laws that may affect its performance of this Agreement and shall advise City of any changes in any laws that may affect Contractor's performance of this Agreement. 7 Ambulance PSA 2.16. Warranty. Contractor warrants Haat it shall perform Services required by this Agreement in compliance with all applicable ,Federal and California employment laws including, but not limited to: laws related to minimum hours and wages; occupational health and safety; fair enaployrnent and employment practices; Health Insurance Portability and Accountability Act (HIPAA); workers' compensation insurance and safety in employment; and all other Federal, State, and local laws and ordinances applicable to the services required under this Agreement. Contractor shall indemnify and hold harmless City $om and against all claims, demands, payments, suits, actions, proceedings, aid judgments of every nature and description including attorneys' fees and costs, presented, brought, or recovered against City for, or on account of any liability 'under any of the above-mentioned laws, which may be incurred by reason of Contractor's performance tinder this Agreement, 2.17. Noir-discrimination. In performing this Agreement, Contractor shall not engage in, nor permit its agents to engage in, discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, physical handicap, medical condition, marital status, sexual gender or sexual orientation, except as permitted pursuant to Section 12940 of the Government Code, Violation of this provision may result in the imposition of penalties referred to in Labor Code, Section 1735. 2.1 S. Delegation and Assignment. This is a personal service contract, and the duties set forth herein shall not be delegated or assigned to any person or entity without the prior written consent of City, Contractor may engage a subcontractors) as permitted by law and may employ other personnel to perform services contemplated by this Agreement at Contractor's sole cost and expense. 3.0. PATIENT FULLING SERVICES PROVIDED BX THE CONTRACTOR 3.1. Scope of Patient Billing Services, Contractor shall provide the patient billing services described in the .RFP (RFP pages 32, 33) and Addendums attached hereto as Exhibit "B," -and incorporated herein by reference and Contractor's Proposal. 3,2, No Compensation to Contractor from City. (a) Contractor will act be compensated by the City, for its Services under this Agreement. Subject to the terms and conditions of this Agreement, Contractor will be compensated solely by billing patients, both residents and non-residents, for ambulance -related services provided by Contractor in the City according to the Ground Emergency Ambulance Service Rates established by the Orange County Board of Supervisors (Orange County EMS Agency Policy *720.00, Section 312). (b) City assumes no financial liability for the cost of services to be provided to patients pursuant to this Agreement, including financial liability for the costs of dry rums (non -transports). Ambular'tce PSA (c) Pursuant to Title 42 'United States Code Sections ,1,320-a-7b(b), as consideration for Contractor's agreement to provide billing services for City, City shall provide Contractor with the use and support of dispatching services necessary to fulfill the obligations of this Agreement. The parties acknowledge that the total value of the services rendered by Contractor to City for billing services and the value of services rendered by City to Contractor under this Agreement for dispatching services are impractical to determine with any reasonable degree of specificity, but are believed to be equivalent, Consequently, the .parties agree that the value of the services each party renders to the other under,this section shall be deemed equivalent and neither party shall owe the other party any further monetary consideration. 3.3. Fire Department Fees, Contractor shall bill, collect, and reimburse to City the following Fire Department fees identified in this section 3.3 ("Fire Department Fees"), The Fixe Department fees shall only be billed to persons who are not residents of Costa Mesa, as determined by the patient's residential address, Fire Department fees are subject to future modification as determined by the City, and written notice of any such fee changes shall be given to Contractor by City. The Fire Department fees to be billed by Contractor areas follows: (a) First Responder Fee. A fee of $260.00 will be charged to all non.resident Patients who are transported by ambulance. This fee is intended to help offset some of the response -related costs borne by City, including the dispatch and response of fire apparatus and professional EMS responders, in addition to all prehospital emergency medical assessment and treatment performed an scene by CMFD personnel. 1. Contractor shall identify, code, bill and collect all response fees on behalf of City for EMS response services rendered by the Costa Mesa Fire Department. Such billing shall be conducted on a separate bill from Company's ambulance transport bill and shall include the, City of Costa Mesa logo and taxpayer identification number, I Contractor shall ensure that all amounts billed and collected on behalf of City are separately identified within the accounting records in sufficient detail to allow for verification and audits by City, and that such records will be retained for the current year of operation and for the preceding six (6) years. 3. Contractor shall establish a separate joint billing agency trust or checking account for the deposit of all response fees collected on behalf of City. Contractor shall, on or before the close of business on the last day of every calendar month, remit all funds collected on behalf of the City during the immediately preceding calendar month. Arnbulance PSA (b) ALS (Advanced Life Simport) Fee. A fee of $160.00 will be charged to all non-resident patients who are transported by ambulance with .paramedic escort because their medical condition warrants ALS -level assessment and/or treatment. This fee is intended to help offset some of the costs borne by City for providing Contractor paramedics so that Contractor has the ability to transport patients requiring ALS -level care. Contractor shall, on or before the close of business on the last day of every calendar month, remit --with a separate check-- all ALS fee funds collected during the immediately preceding calendar month. 3.4. Supply ReimUursement, Contractor shall reimburse City $18.15 for each patient transported by ambulance, regardless of what Contractor actually collects from the patient. This reimbursement is intended to help offset some of the costs borne by City for expendable medical supplies used during patient care. Contractor shall, on or before the close of business on the last day of every third calendar month, remit, with a separate check, all supply reimbursement funds collected during the immediately preceding three (3) calendar months. 3.5. Billing Exemptions (PFp Page 33 Item VI ]3 4 b). Contractor may bill any patient in law enforcement custody or otherwise legally detained by power of government who is transported by ambulance. 3.6, Additional Services. Contractor shall not receive compensation for any services provided outside the scope of Services described in this Agreement (including the attached Exhibits) unless City, prior to Contractor performing the additional services, approves such additional services in writing. It is specifically understood that oral requests and/or approvals- of such additional services or additional compensation shall be barred and are unenforceable, 4.0. TrMEE OF PEUORMANCE 4.1. Commencement and Completion of Work. The professional Services .to be performed pursuant to this Agreement shall commence on September 1, 2008, at 7:30 a.m. Failure to commence work in a timely manner and/or diligently pursue work to completion during the tern of this Agreement may be grounds for termination of this Agreement. 4.2, Excusable Delays. Neither party shall be responsible for delays or lack of performance resulting from acts beyond the reasonable control of the party or parties, Exemptions to ambulance response time standards may be granted at the sole discretion of the EMS Coordinator upon request by Contractor in the following situations: (a) Any condition, such as weather, so severe as to impair the ability of the ambulance crew to meet the time standards without driving at a speed that is greater than is reasonable or prudent under the conditions, and/or in a manner that does not afford due regard for the safety of others, (b) In times of natural or man-made disasters, which have been declared by the appropriate governmental agency, ambulance response time standards 10 Ambulance PSA may be presumed waived unless told otherwise by the EMS Coordinator or other CMFD Chief Officer, and until such time as the disaster is mitigated and normal operations are restored. 5.0. TERM AND TERMINATION 5.1. Terns. The term of this Agreement shall commence on September 1, 2008, at 7:30 a.m., and continue for a period of two (2) years, ending on September 1, 2010, at 7:30 a.m., unless previously terminated as provided herein or as otherwise agreed to in writing by the parties (the ".Initial Term"). 5.2. Extension of Term. At the expiration of the Initial Term, and at the expiration of any subsequent term (if any), Contractor may request City to extend the Agreement for an additional 2 -year term. In no event shall this Agreement last more than a total of ten (10) years, including the Initial Terre and any extensions thereto. 5.3. Notice of Termination. The City reserves and has the right and privilege of canceling, suspending, or abandoning the execution of all or any part of the work contemplated by this Agreement, with or without cause, at any time, by providing written notice to Contractor. The termination of this Agreement shall be deemed effective upon receipt of the notice of termination. In the event of such termination, Contractor shall immediately stop rendering services under this Agreement runless directed otherwise by the City. 5.4. Documents. In the event of termination of this Agreement, all documents prepared by Contractor in its performance of this Agreement including, but not limited to, finished or unfinished design, development and construction documents, data studies, drawings, maps and reports, shall be delivered to the City within ten (10) days of delivery of termination notice to Contractor, at no cost to City. Any use of uncompleted documents without ,specific written authorization from Contractor shall be at City's sole risk and without liability or legal expense to Contractor. 6.0. INSURANCE 6.1. Controlling Insurance Provisions. The insurance provisions delineated in this Agreement supersede any insurance -related provisions of the original RFP (including RFP Pages 14-16), addendums, and/or Proposal. 6.2. Minimum Scope and Limits of Insurance. Contractor shall obtain and maintain during the life of this Agreement all of the following insurance coverages: (a) Comprehensive general liability, including premises -operations, products/completed operations, broad form property damage, blanket contractual liability, independent contractors, personal injury with a policy limit of not less than Three Million Dollars ($3,000,000.00) per occurrence. If the policy canies an annual aggregate, it shall be in an 11 Ambulance PSA, amount not less than Six Million Dollars ($6,000;000.00). (b) Automobile liability for owned vehicles, hired, and non -owned vehicles, with a policy limit of not less than Three Million Dollars ($3,000,000.00) per occurrence. If policy carries an annual aggregate, it shall be in amount not less than Six Million Dollars ($6,000,000.00). (c) Workers' compensation insurance as required by the State of California. (d) Ambulance Medical Malpractice Insurance ("E&0") liability insurance with policy limits of not less than Three Million Dollars ($3,000,000.00) per policy term. If policy carries an annual aggregate, it shall be in an amount not less than Six Million Dollars ($6,000,000.00) per occurrence. Such insurance coverage may be combined with either the general or automobile liability coverage required above. .However, if the insurance coverage is so structured, the combined coverage shall be in an amount not less than Five Million Dollars ($5,000,000.00) per occurrence, with an annual aggregate of not less than Ten Million Dollars ($10,000,000.00). Contractor shall obtain and maintain, said E&O liability insurance during the life of this Agreement and for three years atter completion of the work hereunder. 6.3. Endorsements. The comprehensive general liability insurance policy shall contain or be endorsed to contain the following provisions: (a) Additional insureds: "The City of Costa Mesa and its elected and appointed boards, officers, agents, and employees are additional insureds with respect to this subject prof ect and contract with City." (b) Notice: "Said policy shall not terminate, nor shall it be cancelled, nor the eoveragoreduced, Until thirty (30) days after written notice is given to City." (c) Other insurance: "Any ether insurance maintained by the City of Costa Mesa shall be excess and not contributing with the insiiralce provided by this policy." 6.4.'erti$cates of Tn,surance. Contractor shall provide to City certificates of insurance showing the insurance coverages and required endorsements described above, in a. form and content approved by City, prior, to performing any services under this Agreement. 6.5. Non -Limiting, Nothing in this Section shall be construed as limiting in any way, the indemnification provision contained in this Agreement, or the extent to which Contractor may be held responsible for payments of damages to persons or property, 12 Ambulance PSA IN WITNESS WII>✓RE' OF, the panties hereto have caused this Agreeinent to be executed by and through their"espective.authorized officers, as of the date first above written. CITY OF COSTA'MESA, A municipal corporation -le -- Mayor of the City Of Costa Mesa CITY CARE AMBULANCE SERVICE, INC. Signature RR: .L.a.L._ �. 1L �LL�p�a a, CLI Name and Title Socia[ Security or Taxpayer ID Number Date: .bate: - —2- APER VPD AS TO FORM: VcZ Date: Ci Attorney APPROVED A.S. TO SURANCE: Date: S� l J 4skagei'nei-, �`" APPROVED AS TO CONTENT: :Date: `d 13103 EMS Coordinator ATTEST: 13 IULI F01_tv.lK, CITY .Cl.ERK Ambulance PSA EXHIBITS EXHIBIT A: RFP (attached) EXHIBIT B: ADDENDUMS (attached) EXHIBIT C: PROPOSAL (attached) EXHIBIT D: CITY COUNCIL POLICY :1005 (see below) EXHIBIT E: CERTIFICATES OF INSURANCE (attached) 14 Ambulame PSA NUM DATE DRUG-FREE WORKPLACE I 00.5 18-8-89 1 l of3 BACKGROUND Under the Federal Drug -Free Workplace Act of 1988, passed as part of omnibus drug legislation enacted November 18, 1988, contractors and grantees of Federal funds must certify that they will provide drug -nice workplaces. At the present time, the City of Costa Mesa, as a sub -grantee of Federal finds under a variety of programs, is required to abide by this Act. The City Council has expressed its support of the national effort to eradicate drug abuse through the creation of a Substance Abuse Committee, institution of a City-wide D.A.R.E, program in all local schools andother activities in support of a drug-free community. This policy is intended to extend that effort to contractors and grantees of the City of Costa Mesa in the elimination of dangerous drugs in the workplace. PURPOSE It is the purpose of this Policy to: 1, Clearly state the City of Costa Mesa's commitment to a drug-free society, 1 Set forth guidelines to ensure that public, private, and nonprofit organizations receiving funds from the City of Costa Mesa share the conirnitment to a drug-free workplace. POLICY The City Manager, under direction by the City Council, shall take the necessary steps to see that the following provisions are included in all contracts and agreements entered into by the City of Costa Mesa involving the disbursement of funds. 1. Contractor or Sub -grantee hereby certifies that it will provide a drug-free workplace by: a. Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in Contractor's and/or sub -grantee's workplace, specifically the job site or location included in this contract, and specifying the actions that will be taken against 'the employees for violation of such prohibition; 15 Ainbularree PSA NUMB ATE DRUG-FREE WORKPLACE 1 00 ER I D&9 12 of 3 141 to intbrm employees 1, The dangers of drug abuse in the workplace; 2. Contractor's and/or sub -grantee's policy of maintaining a drug-free workplace; 3. .Any available drag counseling, rehabilitation and employee assistance programs, and 4. The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace; C, Making it a requirement that each employee to be engaged in the performance of the contract be given a copy of the statement required by subparagraph A; d. Notifying the employee in the statement required by subparagraph. i A that, as a condition of employment under the contract, the employee will; 1. Abide by the terms of the statement; and 2. Notify the employer of any criminal drug statute conviction for a violation occurring in the workplace no later than five (5) days after such conviction; e. Notifying the City of Costa Mesa within ten (10) days after receiving notice under subparagraph 1 D 2 from an employee os otherwise receiving the actual notice of such conviction; f. Taking one of the following actions within thirty (30) days of receiving notice under subpara.grapb l D 2 with respect to an employee who is so convicted; I. Taking appropriate personnel action against such an employee, up to and including termination; or 2. Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a Federal, State, or local health agency, law enforcement, or other appropriate agency; 16 Ambulance PSA DATE DRUG-FREE WORKPLACE 1100MBER 18-8-89 13 of 3 g, Malting a good faith effort to maintain a drug-free workplace through implementation of subparagraphs I A through 1 F, inclusive, 2. Contractor and/or sub -grantee shall be deemed to be in violation of this Policy if the City of Costa Mesa determines that: a. Contractor and/or sub -grantee has made a false certification tinder paragraph 1 above; b. Contractor and/or sub -grantee has violated the certification by failing to carry out the requirements of subparagraphs I A through 10 above; c. Such number of employees of Contractor and/or sub -grantee have been convicted of violations of criminal drug statutes for violations occurring in the workplace as to indicate that the contractor and/or sub -grantee has failed to make a good faith effort to provide a drug-free workplace, 3. Should any contractor and/or sub -grantee be deemed to be in violation of this Policy pursuant to the provisions of 2 A, B, and C, a suspension, termination or debannent proceeding subject to applicable Federal, State, and local laws shall be conducted. Upon issuance of any final decision udder this section requiring debarment of a contractor and/or sub -grantee, the contractor and/or sub -grantee shall be ineligible for award of any contract, agreement or grant from the City of Costa Mesa for a period specified in the decision, not to exceed five (5) years. Upon issuance of any final decision recommending against debarment of the contractor and/or sub -grantee, the contractor and/or sub -grantee shall be eligible for compensation as provided by law. 17 Ambulance PSA