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HomeMy WebLinkAbout05 - CC-5 - Amendment to Extend Term of Care Ambulan - 6/21/2016CITY COUNCIL AGENDA REPORT MEETING DATE: JUNE 21, 2016 ITEM NUMBER: CC -5 SUBJECT: AMENDMENT TO EXTEND TERM OF CARE AMBULANCE SERVICES AGREEMENT DATE: MAY 27, 2016 FROM: FIRE & RESCUE DEPARTMENT PRESENTATION BY: DANIEL A. STEFANO, FIRE CHIEF FOR FURTHER INFORMATION CONTACT: DANIEL A. STEFANO, (714) 754-5106 RECOMMENDED ACTION: Approve the attached Amendment Number Five extending the term of the Ambulance Services Agreement with Care Ambulance Service, Inc., for the continuation of emergency ambulance and patient billing services until September 1, 2018. BACKGROUND: Pursuant to California Health & Safety Code Section 1797.201, because the City of Costa Mesa has provided and/or contracted for emergency ambulance services continuously at least since June 1, 1980, the City has retained all rights, remedies, and privileges regarding the provision, administration, and operational control of all prehospital Emergency Medical Services (EMS) within its jurisdiction, including, but not limited to, emergency ambulance response and patient transport services. In accordance with its Section 1797.201 powers, on November 20, 2007, the City initiated a competitive process by issuing a "Request for Proposals," coordinated by the Fire Department, in which qualified ambulance companies were reviewed, analyzed, and compared. The Fire Department chose to use the competitive process format outlined in California Emergency Medical Services Authority Publication #141 due to its efficiency, rather than developing a new format. On July 1, 2008, the City Council accepted the proposal submitted by Care Ambulance Service, Inc., and authorized the Fire Department to negotiate an agreement for the provision of emergency ambulance and patient billing services. The City and Care Ambulance Services entered into an agreement effective on September 1, 2008, at 7:30 a.m., for a period of two years. The City and Care Ambulance Services subsequently entered into Ambulance Services Agreement to extend the services for a term of three years, to September 1, 2013. The Ambulance Services Agreement allows for extensions of the term providing that the total length of time, including the initial two-year term beginning in 2008, is no more than ten years. The City Council previously approved Amendment Numbers One through Four to the agreement, extending the agreement to June 30, 2016, at 7:30 a.m. Amendment Number Five would extend the agreement until September 1, 2018, at 7:30 a.m. ANALYSIS: From the commencement of the current agreement until the present time, Care Ambulance Service has met and fulfilled all contractual obligations and requirements. In fact, it is the opinion of the Fire & Rescue Department that Care Ambulance Service has met or exceeded expectations and has helped foster a partnership that has been instrumental in maintaining Costa Mesa's high-quality EMS system. Based on its performance over the past eight years, Care Ambulance Service has maintained a well-managed organization staffed by dedicated personnel who care about their mission and the patients they serve. Extending the agreement to September 1, 2018 will allow for emergency ambulance and patient billing services to continue through the completion of the consultant group's report containing an objective analysis on the City's future ground transportation options, and City Council's consideration of such options. Section 5.3 of the agreement allows the City to terminate the agreement at any time with written notice to Care Ambulance Service if it is later determined that services will not be needed for the entire time period of the extension. ALTERNATIVES CONSIDERED: At the January 19, 2016 City Council meeting, ambulance transportation options were presented for consideration and the City Council voted (3-2) to continue to utilize the services of a private ambulance provider. Because Care Ambulance Service has satisfied and/or exceeded the obligations, requirements, and expectations of the original Agreement, no further alternatives were considered. However, the Fire Chief has been given direction to continue to explore future alternative solutions, inclusive of public/private partnerships, and the intent is to move forward on some pilot program options during the term of this final agreement extension. FISCAL REVIEW: No additional fiscal review is necessary for this item. The City provides citizens emergency ambulance services via a private ambulance company business, which also handles all EMS billing services for the City. There is no direct cost to the City for selecting or using a private ambulance company to provide emergency ambulance and patient billing services. LEGAL REVIEW: The City Attorney's Office has reviewed the Ambulance Services Agreement and its amendments, and has reviewed and approved as to form Amendment Number Five. SB 331 does not apply to this amendment because it does not fall within the parameters of Public Contract Code section 22178(a). CONCLUSION: Based on the aforementioned reasons, the Fire and Rescue Department respectfully recommends that the City Council approve the attached Amendment Number Five so that Care Ambulance Service may continue emergency ambulance and patient billing services until September 1, 2018, at 07:30 a.m. 0 DANIEL A. STEFANO Fire Chief THOMAS P. DUARTE City Attorney THOMAS R. HATCH Chief Executive Officer STEPHEN DUNIVENT Interim Finance Director Attachments: 1) Original Ambulance Services Agreement 2) Amendment Numbers One through Four 3) Amendment Number Five ATTACHMENT 1 CITY OF COSTA MESA, AMBULANCE SERVICES AGREEMENT THIS AGREEMENT is made and entered into this 19 t;h 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 "A7'�d?dendums." The original RFP and the addendums shall be collectively referred to as the "RFP.7' C. WHEREAS, CONTRACTOR submitted a proposal dated March 17, 2008, in response to the RFP. A copy of the proposal is attached hereto and incorporated by reference as Exhibit "C,77 and 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 subr i.tted 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 MESA's RFP and Addendurns, and selected options fi-oin CONTRACTOR's Proposal; and F. WHEREAS, at its meeting of July 1, 2008, the Costa Mesa City Council accepted CONTRACTOR's Proposal 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 hereia, the parties hereby agree as follows; 1 - Ambulance PSA I.0. GENERAL PROVISIONS 1.1. Order of Precedence. The entire Agreement between City and Contractor shall be comprised of the following documents, 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 term of this 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 shall 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 delivery; 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 regular United States mail. IF TO CONTRACTOR: Care Ambulance Service, Inc. 1517 W. Branden 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 Tel: 714-754-5155 Fax: 714-754-4944 Attn: EMS Coordinator 2 Ambulance PSA 1.5. Drug-free Workplace Policy. 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' Pees. 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. Indenuufication 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 connected with the intentional or negligent acts, error or omissions of Contractor, its employees, agents or subcontractors in the performance of this Agreement. 1,10. Independent 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 Eli ibility Indernnifrcation. 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 California 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 3 Ambulance 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. Inspections. The EMS 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 furnished 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 term 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 or 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, regarding 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 Employ. 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 preparation and negotiation of this Agreement and in the performance of its obligations hereimder except as expressly provided herein. 4 Ambulance 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. if 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 comrterparts 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 bound to the provisions of this Agreement. 5 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 the Agreement is terminated for my reason. Contractor shall also follow and is subject to the record and audit requirements set forth in the RFP. 2.0. EMERGENCY AMBULANCE SERVICES PROVIDED BY CONTRACTOR 2.1. Scone of Emergency Ambulance Services. During the term 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 Communications (RFP Page 18 Item V A S 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. 2.3. 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 RFP. 2.4. Additional Vehicle Equipment (RFP Page 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 FemoTrac 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 (RFP Page 22 Item V C 2 c). Each ambulance station shall be furnished with a television that has both DVA and VHS playback capability, which may be used for both education and entertainment purposes. 2.7. Furnishings and Inventory (RFP Page 22 Item 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 County 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. Ambulance PSA 2.8. Furnishings and Inventory (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. Personnel 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 times. 2.10. Roster (RFP Page 18, 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 on -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. 2.13. Time Standards (RFP Page 28 Item V.E 3). 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 Health 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. Therefore, the parties have not and need not enter into a Business Association Agreement, and each will endeavor io maintain the confidentiality of any protected health information that is obtained from any patient treated by City and/or Contractor. 2.15. Professional 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 RPP. 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 that 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 employment 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 from and against all claims, demands, payments, suits, actions, proceedings, and 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 under this Agreement. 2.17. Non-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. 2.18. 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 subcontractor(s) 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 BILLING SERVICES PROVIDED BY 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 not be compensated by the City for its Services under this Agreement. Subject to the terns 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 9720.00, 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 runs (non -transports). 8 Ambulance PSA (c) Pursuant to Title 42 United States Code Sections ,1320-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 Fire 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 on 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. 2. 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 fiends collected on behalf of the City during the immediately preceding calendar month. 9 Ambulance PSA (b) ALS (Advanced Life Support) 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 Reimbursement. 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 bome 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 Exemrotions (RFP Page 33 Item VI B 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. TIME OF PERFORMANCE 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 term 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 Ambularue 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. Term. 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 Tenn. 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 often (10) years, including the Initial Term 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 unless 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 Scone 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 carries an aimual 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 (`B&O") liability insurance with policy limits of not less than Three Million Dollars ($3,000,000.00) per policy term. If policy carries an aimual 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 after 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 project and contract with City." (b) Notice: "Said policy shall not terminate, nor shall it be cancelled, nor the coverage. reduced, until thirty (30) days after written notice is given to City." (c) Other insurance: "Any other insurance maintained by the City of Costa Mesa shall be excess and not contributing with the insurance provided by this policy." 6.4. Certificates of Insurance. Contractor shall provide to City certificates of insurance showing the insurance coverages and required endorsements described above, in a fora and content approved by City, prior. to performing any services under this Agreement. 6.5. Non-I,imitine. 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 WHEREOF, the parties hereto have caused this Agreement to be executed by and through their respective authorized officers, as of the date first above written. CITY OF COSTA MESA, A municipal corporation Mayor of the City of Costa Mesa CITY CARE AMBULANCE SERVICE, INC. Signature cz -r Name and Title Social Security or Taxpayer ID Number Date: _ (q � e Date: 8—\.2—l�y8 APPR VED AS TO FORM: D� � : � )4 L-( Gv/ Date: Ci Attorney APPROVED AS TO SURANCE: Date: �% Risk agemen APPROVED AS TO CONTENT: Date: SJ13108 EMS Coordinator ATTEST: 13 JULIE FCLCIK, Ambulance PSA EXHIBITS EXHIBIT A: RFP (attached) EXHIBIT B: ADDENDUMS (attached) EXHIBIT C: PROPOSAL (attached) EXI3IBIT D: CITY COUNCIL POLICY 100-5 (see below) EXHIBIT E: CERTIFICATES OF INSURANCE (attached) 14 Ambulance PSA SUBJECT POLICY EFFECTIVE PAGE NUMBER DATE DRUG-FREE WORKPLACE 100-5 8-8-89 1 of 3 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-free workplaces. At the present time, the City of Costa Mesa, as a sub -grantee of Federal hinds 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 and other activities in support of a drug-free commmmity. 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. 2. Set forth guidelines to ensure that public, private, and nonprofit organizations receiving funds from the City of Costa Mesa share the commitment 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 Ambulance PSA SUBJECT DRUG-FREE WORKPLACEI NUMBER I DATE 100-5 8-8-89 a Drug -Free Awareness Program to inform employees about: 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 drug 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 1 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 or otherwise receiving the actual notice of such conviction; f. Taking one of the following actions within thirty (30) days of receiving notice under subparagraph 1 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 2 of 3 SUBJECT POLICY EFFECTIVE PAGE NUMBER DATE DRUG-FREE WORKPLACE 100-5 8-8-89 3 of 3 g. Making a good faith effort to maintain a drug-free workplace through implementation of subparagraphs 1 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 under paragraph 1 above; b. Contractor and/or sub -grantee has violated the certification by failing to carry out the requirements of subparagraphs 1 A through 1 G 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 debarment proceeding subject to applicable Federal, State, and local laws shall be conducted. Upon issuance of any final decision under 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 CITY OF COSTA MESA AMBULANCE SERVICES AGREEMENT THIS AGREEMENT is made and entered into this 17th day of August 2010 ("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 retains all rights, remedies, and privileges regarding the provision, administration, and operational control of all prehospital Emergency Medical Services (EMS) within its jurisdiction including, but not limited to, emergency ambulance response and patient transport services, pursuant to California Health & Safety Code Division 2.5, Chapter 4, Article 1, Section 1797.201; and B. WHEREAS, COSTA MESA, pursuant to its Section 1797.201 powers, entered into an Agreement with Contractor, for the provision of Basic Life Support (BLS) and Advanced Life Support (ALS) emergency ambulance and patient billing services, that commenced on September 1, 2008 at 7:30 a.m., and will terminate on September 1, 2010 at 7:30 a.m.; and C. WHEREAS, during the two-year Agreement period Contractor met or exceeded all contractual obligations, requirements, and expectations; and D. WHEREAS, pursuant to Section 1797.201, COSTA MESA has the sole and exclusive legal authority to determine who will provide the emergency ambulance and patient billing services within its jurisdiction; NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows: 1.0. GENERAL PROVISIONS 1.1. Order of Precedence. The entire Agreement between City and Contractor shall be comprised of the following documents, listed in order of precedence: 1) This Agreement (the Costa Mesa Ambulance Services Agreement); and 2) The Proposal originally submitted by Contractor dated March 17, 2008 (Proposal), which is incorporated by reference. In the event of any inconsistency or conflict between the terms and conditions of the above mentioned documents, this Agreement shall prevail over those in the Proposal. 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. Only a writing executed by the parties hereto or their respective successors and assigns may modify this Agreement. Ambulance PSA 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 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 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 term of this 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 shall 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 delivery; 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 regular United States mail. IF TO CONTRACTOR: Care Ambulance Service, Inc. 1517 W. Branden 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 Tel: 714-754-5155 Fax: 714-754-4944 Attn: EMS Coordinator 1.5. Drug-free Workplace Policy. 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 "A" 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. 2 Ambulance PSA 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. Indemnification 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 connected with the intentional or negligent acts, error or omissions of Contractor, its employees, agents or subcontractors in the performance of this Agreement. 1.10. Independent 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 Indemnification. 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 California 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 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. Inspections. The EMS 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 furnished 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. 3 Ambulance PSA 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 term 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 or 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, regarding 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 preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein. 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. 4 Ambulance PSA 1.2 1. 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. If 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 bound to the provisions of this Agreement. 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 the Agreement is terminated for any reason. 2.0. EMERGENCY AMBULANCE SERVICES PROVIDED BY CONTRACTOR 2.1. Scope of Emergency Ambulance Services. During the term of this Agreement and any extension, Contractor shall provide the Basic Life Support (BLS) and Advanced Life Support (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 and in Contractor's Proposal. 2.2. Inter -Agency Communications. 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. 2.3. Additional Vehicle Equipment. 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. 5 Ambulance PSA 2.4. Required Medical Inventory. All CMFD ambulances shall be equipped with Sager Model S304 Form III Bilateral splints. 2.5. Facility Furnishings and Inventory. 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. 2.6. Furnishings and Inventory. Each ambulance station shall maintain a library that includes the following: (a) Manufacturer instruction manuals for EMS equipment on ambulance. (b) Current Orange County EMS Agency Treatment Guidelines manual. (c) Primary paramedic textbook currently used by Saddleback College. (d) Primary EMT textbook currently used by Saddleback College. (e) Most current copy of American Heart Association ECC Guidelines. (f) Current Orange County Thomas Guide map book. (g) Journal of Emergency Medical Services (JEMS) magazine subscription. 2.7. Furnishings and Inventory. 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. 2.8. Personnel Qualifications. 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 times. 2.9. Roster. Contractor shall ensure that the EMS Coordinator is provided an updated roster of all CMFD ambulance personnel whenever permanent staffing changes are made. 2.10. Personnel Credentials. 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 on -duty CMFD Battalion Chief, any CMFD member designated by the Fire Chief, or any person designated by the City Manager. 2.11. Time Standards. Contractor shall meet all ground ambulance time standards at a compliance rate of at least 93% (fractile). 2.12 Health 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. Therefore, the parties Ambulance PSA have not 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. 2.13. Professional 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. 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. 2.14. Warranty. Contractor warrants that 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 employment 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 from and against all claims, demands, payments, suits, actions, proceedings, and 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 under this Agreement. 2.15. Non-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, 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. 2.16. 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 subcontractor(s) 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 BILLING SERVICES PROVIDED BY CONTRACTOR 3.1. Scope of Patient Billing Services. Contractor shall provide the patient billing services as described in this section 3.0 ("Patient Billing Services Provided by Contractor"). 3.2. No Compensation to Contractor from City. (a) Contractor will not 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 7 Ambulance PSA 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 runs (non -transports). (c) Pursuant to Title 42 United States Code Sections 1320-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"). 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 are as follows: (a) First Responder Fee. A fee of $275.00 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 on 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. 2. 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. 8 Ambulance PSA 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. (b) ALS (Advanced Life Support) Fee, Non -Residents — A fee of $300.00 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, by separate check, all ALS fee funds collected from non-residents during the immediately preceding calendar month. (c) ALS (Advanced Life Support) Fee, Residents — A fee of $300.00 will be billed to the medical insurance provider (e.g., private insurance company, Medicare, Medi -Cal) of all resident patients who are transported by ambulance with paramedic escort because their medical condition warrants ALS -level assessment and/or treatment. Contractor shall waive all patient co -pay and deductible charges of residents that are specific to this fee. Contractor shall waive the $300 ALS fee for all Costa Mesa residents who do not have any form of medical insurance or coverage. All waivers will be automatically reflected in the billing statement mailed by Contractor, which will be an amount reduced according to the amount waived. Contractor shall, on or before the close of business on the last day of every calendar month, remit, by separate check, all ALS fee funds collected during the immediately preceding calendar month. 3.4. Supply Reimbursement. 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. 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 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. 9 Ambulance PSA 4.0. TIME OF PERFORMANCE 4.1. Commencement and Completion of Work. The professional Services to be performed pursuant to this Agreement shall commence on September 1, 2010, at 7:30 a.m. Failure to commence work in a timely manner and/or diligently pursue work to completion during the term 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 that have been declared by the appropriate governmental agency, response time standards may be presumed waived until such time as the disaster is mitigated and normal operations are restored. 5.0. TERM AND TERMINATION 5.1. Term. The term of this Agreement shall commence on September 1, 2010, at 7:30 a.m., and continue for a period of three (3) years, ending on September 1, 2013, at 7:30 a.m., unless previously terminated as provided herein or as otherwise agreed to in writing by the parties. 5.2. Extension of Term. At the expiration of this 3 -year term, Contractor may request City to extend the Agreement for an additional term. In no event shall this Agreement last more than a total of ten (10) years, including the initial 2 -year term, which commenced in September 2008, 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 Linder this Agreement unless 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. 10 Ambulance PSA 6.0. INSURANCE 6.1. Controlling Insurance Provisions. The insurance provisions delineated in this Agreement supersede any insurance -related provisions of the Proposal and any other documents that preceded the original Agreement. 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 carries an annual aggregate, it shall be in an 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&O") 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 after 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 project and contract with City." (b) Notice: "Said policy shall not terminate, nor shall it be cancelled, nor the coverage reduced, until thirty (30) days after written notice is given to City." (c) Other insurance: "Any other insurance maintained by the City of Costa 11 Ambulance PSA Mesa shall be excess and not contributing with the insurance provided by this policy." 6.4. Deductibles. If any of such policies provide for a deductible or self-insured retention to provide such coverage, the amount of such deductible or self-insured retention shall be approved in advance by City. No policy of insurance issued as to which the City is an additional insured shall contain a provision which requires that no insured except the named insured can satisfy any such deductible or self-insured retention. 6.5. Certificates of Insurance. 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. 6.6. 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 WHEREOF, the parties hereto have caused this Agreement to be executed by and through their respective authorized officers, as of the date first above written. CITY OF COSTA MESA, A municipal corporation �j G //Z� Date: Mayor of the City of Costa Mesa CITY CARE AMBULANCE SERVICE, INC. Date: Signature Der R C_ z V'd.s6A do -CLD Name and Title Social Security or Taxpayer ID Number APP R VED AS TO FORM: Date: City Attorney APPROVED Risk APPROVED AS Fire ATTEST: - -- - 13 Date: FS' /9//C Date: O e -os - Zn la Ambulance PSA EXHIBITS EXHIBIT A: CITY COUNCIL POLICY 100-5 (see below) EXHIBIT B: CERTIFICATES OF INSURANCE (attached) 14 Ambulance PSA SUBJECT POLICY EFFECTIVE PAGE NUMBER DATE DRUG-FREE WORKPLACE 100-5 8-8-89 1 of 3 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-free workplaces. At the present time, the City of Costa Mesa, as a sub -grantee of Federal funds 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 and other 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. Set forth guidelines to ensure that public, private, and nonprofit organizations receiving funds from the City of Costa Mesa share the commitment 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 Ambulance PSA SUBJECT POLICY EFFECTIVE PAGE NUMBER DATE DRUG-FREE WORKPLACE 100-5 8-8-89 2 of 3 b. Establishing a Drug -Free Awareness Program to inform employees about: 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 drug 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 1 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 or otherwise receiving the actual notice of such conviction; f Taking one of the following actions within thirty (30) days of receiving notice under subparagraph 1 D 2 with respect to an employee who is so convicted: 1. 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 SUBJECT POLICY EFFECTIVE PAGE NUMBER DATE DRUG-FREE WORKPLACE 100-5 8-8-89 3 of 3 g. Making a good faith effort to maintain a drug-free workplace through implementation of subparagraphs 1 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 under paragraph 1 above; b. Contractor and/or sub -grantee has violated the certification by failing to carry out the requirements of subparagraphs 1 A through 1 G 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 debarment proceeding subject to applicable Federal, State, and local laws shall be conducted. Upon issuance of any final decision under 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 ® CERTIFICATE OF LIABILITY INSURANCE OATS (MMIDDI10 7/z9/2oao PRODUCER (714)905--1923 FAX: (714) 905-1910 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Hayward Tilton & Rolapp Insurance Associates, ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR CA Dept. of Ins. Lic. #0614365 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 888 S. Disneyland Dr., Ste 400 Anaheim CA 92802-1846 11 INSURERS AFFORDING COVERAGE NAIL # INSURED INSURER A.Arch Specialty Ins Company Care Ambulance Service, Ino • ,INSURER B. Scottsdale insurance - 1517 Braden Court INSURER c NSURER D Orange CA 92868-- _ 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 CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECTTO ALLTHE TERMS, EXCLUSIONS AND CONDITIONS OF„ UCH POLICIES: AGGREGATELIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. TNS?FA—DUL. - POLICMWDD1 TIVE DOLICY EXPIRATION i LIMITS TYPEOF INSURANCE POLICY NUMBER GATE (MM/OIYY ) DATE IMMlD (YYVYII NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL GENERAL LIABILITY kLP0003967400 7/15/201017/15/2011 (EACH OCCURRENCE 4 X00, 000 �AG`E,IV rNIEU _ PREMISES (Ee occurronce), - _ $ -. 300, 000 I X COMMERCIAL GENERAL LIABILITY Medical Professional MED EXP (Any one Person)"j$ 5, 000_ — _ A X 17, iabili ty-separate limits, i X Retro date OCCUR I—II Blaimslex PERSONAL 8, ADV _INJURY___] _4 3L000 000 -- expense is 1n p GENERAL AGGREGATE ,$ 6000 ,,000 AGGREGATE LIMIT APPLICS PER', addition to polioy limited PRODUCIS- COMP/OP AGG1 ,61000,000 _N'L X POLICY PRO- LCC ' '--'X ANY AUTO ! IIS COMBINED SINGLE LIMIT S 1,000,000 (Ea accident) B I- ALL OWNED AUTOS CA 0092142 7/15/2010 7/15/2011 BODILY INJURV SCHEDULED AUTOS (perperson) $ i X.i HIRED AUTOS BODILY INJURY $ X� NON -OWNED AUTOS (Per accident) _ PROPERTY DAMAGE-,$ (Per accident) - GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ OTHER THAN EA $ —_- - --- I I ANY AUTO I I„ ACACC UTO NLY G $ EXCESS I UMBRELLA LIABILITY x OCCUR n CLAIMS MADE ' LS00060283 7/15/2010 Excess Liability over '- 1,7/15/2011 EACH OCCURRENCE- S 2,000,000 AGGREGATE _. $ None Primary Auto Liability - $ B DEDUCTIBLE only I $ RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ` WCSTATU OTW: TQcJ"IIA6 - ER.. -1 .....,_ YIN ANY FFICtoMEMNHR EXCLUDED? OFFICER/MEM BER EXCLUDED? Ek EACH DENT ---"""---- $ in EL. DIBEASECICA EMPLOYE Syes, tleacribe under PROVISIONS below F.1- DISEASE POLICY LIMIT ' $ A _SPECIAL OTHERMedical Professional OLP003967400 �I 7/15/2010 117/15/2011 Occurrence Limit $3,000,000 j Liability �A99regate Limit $6,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES /EXCLUSIONS ADDED BY ENOORSEMENTI SPECIAL PROVISIONS The City of Costa Mesa and it's elected and appointed boards, officers, agents and employees are additional insureds as respects General Liability per endorsement OOML0207001103 attached, as respects to insured's contract with City. Endorsement includes primary and noncontributory wording and waiver of subrogation. CP®TI=IrATP Pni F)FR CANRPI I ATInN /— (714)754-4944 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 PAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL City of Costa Mesa Attn : EMS Coordinator IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR 77 Fair Drive REPRESENTATIVES. AUTHORIZED REPRESENTATIVE Costa Mesa, CA 92626 g} Laurie Gerometta/LKG ACORD 25 (2009101) ©1988-2009 ACORD CORPORATION. All rights reserved. INS025 (200901).0M The ACORD name and logo are registered marks of ACORD ADDITIONAL COVERAGES Ref # Description Employee Benefits Coverage CodeForm EBLIA No. Edition Date Limit 1 1,000,000 Limit 2 3,000,000 Limit 3 Deductible Amount 1,000 Deductible Type Flat PremWum Ref # Description Professional Medical Liab Coverage Cada Form No. Edition Date Limit 1 3,000,000 Limit 2 6,000,000 Limit 3 FDoductiblemount Deductible Type Flat Premium Rof # Description Underinsured motorist Coverage Code UIM Form No. Edition Date Limit 1 30,000 Limit 2 60,000 1 lmit 3 Deductible Amount Deductible Type Premium Ret # Description Govemge Godo Form No. Edition Date Limit 1 Limit 2 I_Imit 3 Deduotible Amount Deductible Typo Premium Ref # Description Coverage Code Form No. Edition Data Limit 1 Limit 2 Limit 3 Dedudtibls Amount Deductible Type Premium Ref # Description Coverage Cade For No. Edlklon Date Limit t &.unit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No7 Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Rsf # Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Term No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Ampunt Deductible Type Premium Rof # Description T Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code For No. Edition Dake Limit f Limit 2 L➢mit 3 Qeductible Amount Deductible Type Premium OFADTLCV Copyright 2001, AMS Services, Ino. Additional Named Insureds Other Named Insureds Braden Court LLC (GL only) Limited corporation OFAPPINF (02/2007) COPYRIGHT 2007, AMS SERVICES INC Insurance Groin' THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Additional Premium Due: ;0.00 Return Premium Due: $0.00 This policy is changed as follows: Endorsement Number 10 - Additional Protected Persons Endorsement -Specified Terms and Notice has been deleted and replaced by Endorsement Number 12. This change adds City of Costa Mesa. Policy Change Number: 2 Policy Number: FLP0039674-00 Named Insured: Care Ambulance Service, Inc. This endorsement is effective on the inception date of this Policy unless otherwise stated herein: Endorsement Effective Date: 7/15/2010 U Mark D. Lyons Martin J. Nilsen President Secretary Arch Specialty Insurance Company Arch Specialty Insurance Company Issuing Company: Administrative Office: Arch Specialty Insurance Company Arch Specialty Insurance Company A Nebraska Corporation 1 Liberty Plaza, 53'" Floor Home Office Address: New York, NY 10006 10306 Regency Parkway Drive Omaha, NE 68113 06 HML0020 00 04 07 C 2006 —2007 Arch Insurance Group, Inc. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. +�r r � -• r � r �r- � -_ SPECIFIED TERMS AND NOTICE This endorsement modifies insurance provided under the following: Healthcare General Liability Coverage Form - Claims -Made The organizations listed below are added to Section 11 - Who Is An Insured of your policy. Coverage is provided for them only for the work you performed or should have performed on their behalf. They will share in your limit of insurance for any covered "claim" or "suit". Damages paid on their behalf will reduce and may exhaust your limits of insurance under this policy. Further, this insurance is primary, but only to the extent required by your written contract with the named insured to provide insurance that is primary and non-contributory, and the written contract so requiring is executed by the named insured before any "claim" or "suit". With regard to these contracts, the following changes are made to your Common Policia Conditions: 2. Cancellation is deleted in its entirety and replaced with the following: Cancellation The first Named Insured shown in the Introduction may cancel this policy by mailing or delivering to us advance written notice of cancellation. We may cancel this policy by mailing or delivering to the first Named Insured written notice of cancellation at least: a. Thirty (30) days before the effective date of cancellation if we cancel for nonpayment of premium, or Is. Thirty (30) days before the effective date of cancellation if we cancel for any other reason We will mail or deliver our notice to the first Named Insured's last mailing address known to us. Notice of cancellation will state the effective date of cancellation. The policy period will end on that date, If this policy is cancelled, we will send the first Named Insured any premium refund due. If we cancel, the refund will be pro rata. If the first Named Insured cancels, the refund may be less than pro rata. The cancellation will be effective even if we have not made or offered a refund. If notice is mailed, proof of mailing will be sufficient proof of notice. 00 ML0207 00 11 03 Page 1 of 2 Section 15. Transfer of Rights of Recovery Against Others To Us is deleted in its entirety and replaced with the following: Transfer of Rights of Recovery Against Others To Us We waive the right of recovery we may have against the organizations named below because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with the organizations and included in the "products -completed operations hazard". This waiver applies only to the organizations named below. Named Additional Protected Person: Orange County; Orange County Fire Authority; City of Costa Mesa and its elected and appointed boards, officers, agents, and employees; All other terms of your policy remain unchanged. Issued By: Arch Specialty Insurance Company Endorsement Number: 12 Policy Number: FLP0039674-00 Named Insured: Care Ambulance Service, Inc. Endorsement Effective: 07/15/2010 N President 00 ML0207 00 11 03 Page 2 of 2 DATE (MWDDffYYY) A CERTIFICATE OF LIABILITY INSURANCE 12/2/2009 PRODUCER (714) 905-1923 FAX: (714) 905-1910 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Hayward Tilton & Rolapp Insurance Associates, ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR CA Dept. of Ins. Lic. #0614365 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. SBB S. Disneyland Dr., Ste 400 Anaheim CA 92802-1646 INSURERS AFFORDING COVERAGE NAIC# INSURED INAHIPPR A. National Union Fire Ins. Co. Care Ambulance Service Inc. 1517 Braden Court Orange CA 92868 rnvaoAnFe INSURER C: INSURER D: 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 CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OFSUCH POLICIES, AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. _ INSR __-___..-.._.__.— -- __, DD' P CTIVE POLICV EXPIp ATIOM' - LTR NSR P F POLICYNUM 311 :.®OLEICYY LIMITS I GENERAL LIABILITY OCCURRENCE _ COMMERCIAL GENERAL LIABILITY I — �AMAGETO REN�EO PREMISES (Ea occurrence) __I $ _ X -EACH _. J CLAIMS MADE OCCUR MED EXP Any one person)- _ Ali _r4 PERSONAL & ADV INJURY $ GCNERALAGGREGATE -_$ li GEN'L AGGREGATE LIMIT APPLIES PERi I ! PRODUCTS -COMPIOP AGG 1 $ PRO- IECT, LOC A_UTOMORILELIABILITV SII COMBINED SINGLE LIMIT ANY AUTO (Ea accident)_---- I BODILY INJURY-- I ..._. ALL OWNED AUTOS SCHEDULED AUTOS (Per person) I BODILY INJURY $ HIRED AUTOS NON-ONNEO AUTOS (Per awlldent) _.-------_--._-- -_--'I. PROPERTY DAMAGE $ ! (Per aoddem) GA RAGE LIABILITY AUTO ONLV-EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY'. AGG $ EXCESS! UMBRELLA LIABILITY j FEACH OCCURRENCE S CLAMS OCCUR MADE_ AGGREGATE I, 9 — $ DEDUCTIBLE _ $ _ RETENTION $ A WORKERS COMPENSATION" I$ L__LQRYTIMIL$.I- ANDEMPLOYERS'LIABILnY YIN SIIE.L. - "------""'--- ANY PROPRIETORIPARTNERIEXECU71VF_ EACH ACCIDENT AC --- $ 1 000 000 ----1. �— OFFICER/MEMBER EXCLUDED? ;(ManrlateryinNII VC6711379 12/1/2009 12/x/2010 EL, DISEASE EA EMPLOYEE 1,000 000 If yes, describe under If PROVISIONS below EL, DISEASE POLICV LIMIT $ 1 000 000 OTHER DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES EXCLUSIONS ADDED BY ENDORSEMENT SPECIAL PROVISIONS "Proof of Coverage" *CANCELLATION: 10 -days Notice for Non -Payment of Premium and/or Non -Reporting of Payro7.1. +.Ln, erwn a I I 1 L."I a,scrva.ee.o.es I IVIV ( 714) 754-4944 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION City Of Costa Mesa DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN Attn: EMS Coordinator NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL 77 Fair Drive Costa Mesa, CA 92626 IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE Laurie Gerometta/LKGGIlu�t.,�_.+"�P�;, ACORD 25 (2009109) ©1988-2009 ACORD CORPORATION. All rights reserved. rinauca (euua",) The ACORD name and logo are registered marks of ACORD ATTACHMENT 2 AMENDMENT NUMBER ONE TO AMBULANCE SERVICES AGREEMENT This Amendment is made and entered into this 1st day of September, 2013, ("Effective Date") by and between the City of Costa Mesa, a municipal corporation ("City") and Care Ambulance Service, Inc., a California Cotporation ("Contractor"). WHEREAS, Contractor and City entered into an agreement on September 1, 2010, for Basic Life Support (BLS), Advanced Life Support (ALS) and patient billing services (the "2010 Agreement"); and WHEREAS, the term of Contractor and City's 2010 Agreement is scheduled to expire on September 1, 2013; and WHEREAS, Contractor and City now wish to amend the Agreement to extend the term of the Agreement as permitted by Section 5.2 of the 2010 Agreement. NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. Paragraph 5.1 shall be amended to read, "This Agreement is extended and the extension shall commence on September 1, 2013 at 7:30 a.m. and continue for a period of one (1) year, ending on September 1, 2014 at 7:30 a.m. unless previously terminated as provided herein or as otherwise agreed to in writing by the parties." 2. All terms not herein defined shall have the same meaning and use as set forth in the Agreement. 3. All other terms, conditions, and provisions of the 2010 Agreement not in conflict with this Amendment, shall remain in full force and effect. IN WITNESS WHEREOF, the Parties hereto have set their hand by their duly authorized representatives as of the day and year first above written. SIGNATURES ON NEXT PAGE CITY OF COSTA MESA, A municipal corporation Date: 0 2 813 Mayor CARE AMBULANCE SERVICE, INC. Signat r6 -2o� )A. \U - C> Name and Title Date: � 12-61 2-c)\3 35� -103 75 (--)-2 =3 5ys3 Social Security or Taxpayer ID Number C= -c PN—N E vs:) Z) AS TO CONTENT: TO FORM: City Date: o q 120 IZ013 Date: A o r 3 AMENDMENT NUMBER TWO TO AMBULANCE SERVICES AGREEMENT This Amendment is made and entered into this I" day of September, 2014 ("Effective Date") by and between the CITY OF COSTA MESA, a municipal corporation ("City") and CARE AMBULANCE SERVICE, INC., a California corporation ("Contractor"), WHEREAS, City and Contractor entered into an agreement on September 1, 2010, for Contractor toy provide Basic Life Support (BLS), Advanced Life Support (ALS) emergency ambulance services, and patient billing services in the City; and WHEREAS, on September I, 2013, the parties entered into Amendment Number One to the Agreement to extend the Agreement term as permitted by Section 5.2 of the Agreement; and WHEREAS, the parties desire to enter into this Amendment to further extend the Agreement term as permitted by Section 5.2 of the Agreement, which allows for extensions providing that the total Agreement lasts no more than ten years. NOW, THEREFORE, the parties agree as follows. 1. The term of the Agreement set forth in Section 5.1, as amended by Amendment Number One, is extended, and the extension shall commence on September 1", 2014, at 7:30 a.m. and end on September 17, 2014, at 7:30 a.m. 2 All other teens, conditions, and provisions of the Agreement not in conflict with this Amendment shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have set their hand by their duly authorized representatives as of the day and year first above written. CITY OF COSTA MESA, A municipal corporation *) � X, A� of Executive Officer CARE AMBULANCE SERVICE, INC. Signaftlrre Name and If itle APPROVAS T O City Att n y DEPARTMENT HEAD APPROVAL die! A. Stefano, Fire Chief AMBULANCE SERVICES AGREEMENT AMENDMENT TWO AMENDMENT NUMBER THREE TO AMBULANCE SERVICES AGREEMENT This Amendment is made and entered into this 17" day of September, 2014 ("Effective Date") by and between the CITY OF COSTA MESA, a municipal corporation ("City") and CARE AMBULANCE SERVICE, INC., a California corporation ("Contractor"). WHEREAS, City and Contractor entered into an agreement on September 1, 2010, for Contractor to provide Basic Life Support (BLS), Advanced Life Support (ALS) emergency ambulance services, and patient billing services in the City; and WHEREAS, on September 1, 2013, the parties entered into Amendment Number One to the Agreement to extend the Agreement term as permitted by Section 5.2 of the Agreement; and WHEREAS, on September 1, 2014, the parties entered into Amendment Number Two to the Agreement to extend the Agreement term as permitted by Section 5.2 of the Agreement; and WHEREAS, the parties desire to enter into this Amendment to further extend the Agreement term as permitted by Section 5.2 of the Agreement, which allows for extensions providing that the total Agreement lasts no more than ten years. NOW, THEREFORE, the parties agree as follows: 1. The term of the Agreement set forth in Section 5.1, as amendedjs extended, and the extension shall commence on September 17, 2014, at 7:30 a.m, and end on September 1, 2015, at 7:30 a.m. 2. All other terms, conditions, and provisions of the Agreement not in conflict with this Amendment shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have set their hand by their duly authorized representatives as of the day and year first above written. CITY OF COSTA A municipal corpc CARE AMBULANCE SERVICE, INC. Sig e -7- Name and Title APPROVED O City Attorne I DEPARTMENT HEAD APPROVAL el A. Ste Fire Chief 2 AMBULANCE SERVICES AGREEMENT AMENDMENTTHREE AMENDMENT NUMBER FOUR TO AMBULANCE SERVICES AGREEMENT This Amendment is made and entered into this 21" day of July, 2015 ("Effective Date") by and between the CITY OF COSTA 'MESA; a municipal corporation ("City") and CAFE AMBULANCE SERVICE, INC., a California corporation ("Contractor"). WHEREAS, City and Contractor entered into an agreernent on September 1., 2010, for Contractor to provide Basic Life Support (BLS), Advanced Life Support (ALS) emergency ambulance services, and patient billing services in the City (the "Agreement") for an initial three-year term;. and WHEREAS, the parties subsequently entered into amendments extending the term pursuant to Section 5,2 of the Agreement, which allows for extensions providing that the total Agreement lasts .no more than ten years; and WHEREAS, the parties now desire to enter into this Amendment to further extend the Agreerrrent term as permitted by Section 5.2 of the Agreement. NOW, THEREFORE, the parties agree as follows: 1, The term of the Agreement set forth irr Section 5.1 is hereby extended, and such extension shall commence on September 17, 2015, at 7:30 a.m. and end on „Pune 30, 2016, at 7:30 a. rr.. 2. All other terms, conditions, and provisions of the Agreement not in conflict with this Amendment shall remain in frill force and effect. IN WITNESS WHEREOII, the parties hereto have set their hand by their duly authorized. representatives as of the clay and year first above written. CITY OF COSTA MESA., A municipal corporaf Mayor CARE AMBULANCE SERVICE, INC. Signature Tt o-1 \,\r, C. C1 C=o Name and Title APPROVED ]" FORpvf: City Attorney DEPARTMENT HEAD APPROVAL -- Daniel A. Stefano, hiT°e Chief AMBULANCE SERVICES AGREEMENT AMENDMENTFOUR ATTACHMENT 3 AMENDMENT NUMBER FIVE TO AMBULANCE SERVICES AGREEMENT This Amendment is made and entered into this 21st day of June, 2016 ("Effective Date") by and between the CITY OF COSTA MESA, a municipal corporation ("City") and CARE AMBULANCE SERVICE, INC., a California corporation ("Contractor"). WHEREAS, City and Contractor previously entered into an agreement for Contractor to provide Basic Life Support (BLS), Advanced Life Support (ALS) emergency ambulance services, and patient billing services in the City for a two-year term commencing on September 1, 2008, at 7:30 a.m., and thereafter entered into an agreement for such services for a three-year term beginning on September 1, 2010 (the "Agreement"); and WHEREAS, the parties subsequently entered into amendments extending the term pursuant to Section 5.2 of the Agreement, which allows for extensions providing that the total Agreement lasts no more than ten years dating back to the agreement entered into in 2008; and WHEREAS, the parties now desire to enter into this Amendment to further extend the Agreement term as permitted by Section 5.2 of the Agreement. NOW, THEREFORE, the parties agree as follows: 1. The term of the Agreement set forth in Section 5.1 is hereby extended, and such extension shall commence on June 30, 2016, at 7:30 a.m. and end on September 1, 2018, at 7:30 a.m. 2. All other terms, conditions, and provisions of the Agreement not in conflict with this Amendment shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have set their hand by their duly authorized representatives as of the day and year first above written. CITY OF COSTA MESA, A municipal corporation Mayor CARE AMBULANCE SERVICE, INC. Signature Name and Title APPROVED AS TO FORM: City Attorney DEPARTMENT HEAD APPROVAL Daniel A. Stefano, Fire Chief ►_1A1I91WG101Is]l:I:a9[a]xy1leiV:I:I•I: IONrI rauiau.1uia.Ina ma