HomeMy WebLinkAbout- - Care Ambulance Service PSA - 8/17/2010CITY COUNCIL AGENDA REPORT
MEETING DATE: August 17, 2010 ITEM NUMBER I VI-5.
SUBJECT: Care Ambulance Service Professional Services Agreement
DATE: July 28, 2010
FROM: Fire Department
PRESENTATION BY: Mike Morgan, Fire Chief
FOR FURTHER INFORMATION CONTACT: Larry Grihalva, EMS Coordinator
(714) 754-5155
RECOMMENDATION:
Approve the attached Professional Services Agreement so that Care Ambulance
Service may continue emergency ambulance and patient billing services for a period of
3 years when the current Agreement expires on September 1, 2010, at 07:30 a.m.
BACKGROUND:
According to California Health & Safety Code Division 2.5, Chapter 4, Article 1, Section
1797.201, since the City of Costa Mesa provided and/or contracted for emergency
ambulance services as of June 1, 1980, the City therefore 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 its Section 1797.201 powers, on
competitive process by issuing a "Request f
Department, in which qualified ambulance co
compared. The Fire Department chose to use
in California Emergency Medical Services
efficiency, rather than developing a new format.
November 20, 2007 the City initiated a
or Proposals," coordinated by the Fire
mpanies were reviewed, analyzed,' ,and
the competitive process format outlined
Authority Publication #141 due toy: its
On July 1, 2008, the City Council accepted the proposal submitted by Care Ambu ance
Service (1517 W. Braden Court, Orange, California, 92868) and authorized the' --
Fire..
Department to negotiate an Agreement for the provision of emergency ambulance; and
patient billing services. An Agreement between the City of Costa Mesa and"Care
Ambulance Service was subsequently approved by both parties, and became effective
on September 1, 2008, at 7:30 a.m., for a period of 2 years.
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 Department that Care Ambulance Service has
exceeded all 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 2 years, it is clear that Care Ambulance Service is a well -
managed organization staffed by dedicated personnel who care about their mission and
the patients they serve.
ALTERNATIVES CONSIDERED:
Because Care Ambulance Service has satisfied and exceeded the obligations,
requirements, and expectations of the original Agreement, no other alternatives were
considered.
FISCAL REVIEW:
No 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 drafted the Care Ambulance Professional Services Agreement
with the assistance of Fire Department and other City staff. The attached final draft of
the Agreement has been approved by the City Attorney's Office, Care Ambulance
Service, and the Fire Department.
CONCLUSION:
Based on the aforementioned reasons, the Fire Department respectfully recommends
that the City Council approve the attached Professional Services Agreement so that
Care Ambulance Service may continue emergency ambulance and patient billing
services for an additional period of 3 years, commencing on September 1, 2010, at
07:30 a.m.
K
KI - BERLY HALL BARLOW-_
City Attorney
ATTACHMENT: 1 CARE Ambulance Professional Services
Agreement
DISTRIBUTION: City Manager
Deputy City Clerk
City Attorney
Staff
File Name 081710_CARE_Ambulance_PSA_Staff_Report Date 7-29-10 Time 1:55 PM
CITY OF COSTA MESA
AMBULANCE SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this day of 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-MESAretains 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.
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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�uring the term of thin 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: 714-288-3 802
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.
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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 deaih 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.
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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 62.54.7, 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 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.
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Ambulance PSA
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 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.
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2.4. Required Medical Inventory. All CMFD ambulances shall be equipped with
Sager Model 5304 Form III Bilateral splints.
2.5. Facility Furnishings and Inventory. Each ambulance station shall be fiirnished
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.
_- - urret range ounty EMS— gency 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
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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 descriptionincluding
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
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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.
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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
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.
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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 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,
snaps 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.
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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
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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 aid 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.
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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
Date:
Mayor of the City of Costa Mesa
CARE AMBULANCE SERVICE, INC.
Date:
Signature
Name and Title
Social Security or Taxpayer ID Number
APPR VED AS TO FORM:
Date: I /�
City Attorney
APPROVED AS TO INSURANCE:
Risk Management
Date:
Date: O e- O S- Z o 1a
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EXHIBITS
EXHIBIT A: CITY COUNCIL POLICY 100-5 (see below)
EXHIBIT B: CERTIFICATES OF INSURANCE (attached)
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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.
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;
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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;
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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.
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