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11-0201_AMERICAN MEDICAL RESPONSE AMBULANCE_D5_Agenda Report2/1/2011 AGENDA REPORT ®J TO: Joe Tait, City Manage" FROM: Michael Cantor, Senior Management Analyst SUBJECT: Consideration of Consent to Transfer Ambulance Agreement from Doctor's to AMR. RECOMMENDATION: By Motion, Approve the attached Agreement for Consent to Transfer with Doctor's and AMR, and regarding Exclusive Operating Area #19, encompassing the City of San Juan Capistrano and the adjacent county unincorporated area of Ortega Highway. SITUATION: This agenda item is submitted for approval of the Consent to Transfer Agreement between Herren Enterprises, Inc. operating as Doctor's Ambulance Service (Doctor's) and American Medical Response Ambulance Service, Inc. (AMR), a Delaware Corporation, for provision of 9-1-1 Fire/Emergency Medical Services (EMS) emergency ambulance transportation and related services. BACKGROUND: In 2009, the City awarded Doctor's Ambulance Service an exclusive operating agreement to provide 9-1--1 Fire/EMS emergency ambulance transportation and related services for the City. The five year contract expires on August 31, 2014 (Attachment 1, Exhibit a). On December 16, 2010, Orange County Fire Authority (OCFA) staff was notified that Doctor's Ambulance was in the process of transferring 100% of their outstanding stock to AMR. OCFA Executive Management met with Doctor's and AMR representatives to discuss the stock transfer and the current 9-1-1 Emergency Ambulance Agreement that states (Attached 1, Exhibit a, Section 10, page 6) that Doctor's Ambulance, "...Shall not delegate, assign its rights or otherwise transfer its obligations in whole or in part, under this Agreement to any other person or entity without the prior written consent of OCFA and City." Since the City of San Juan Capistrano was the Awarding Agency, the proposed transfer requires the City's and OCFA's consent. The OCFA Board reviewed the proposed Transfer Agreement between Doctor's and AMR on January 13, 2011 and unanimously approved the Transfer Agreement on behalf of the two cities that delegated authority to the OCFA Board (Irvine and Laguna Hills). The City of San Juan is one of the member cities that reserves final selection and therefore, must consider approval of the transfer agreement. Agenda Report Page 2 February 1, 2011 SUMMARY: Upon execution of the attached agreement, Doctor's and AMR warrant and guarantee, that during the term of their agreement (through August 31, 2014) with the City that: Doctor's will continue to perform all its duties, obligations and performance requirements as set forth in the Agreement at all times during the term of the Agreement, including but not limited to: (i) the dedicated unit requirements per Exclusive Operating Area (EOA), (ii) the enhanced response times that improved upon the requirements set forth in the RFP; and (iii) the medical supply/Advanced Life Support (ALS) reimbursement methodology and payment schedule. Doctor's and AMR intend to maintain the existing key management personnel, and intend to enter into employment agreements with those individuals. • There will be no adverse impact upon Doctor's financial ability to perform its duties and obligations as set forth in the Agreement caused in whole or in part by the transfer. AMR agrees to remedy any such adverse impact(s) within fifteen (15) days of receipt of written demand from the City or OCFA. • Doctor's shall continue day-to-day operations of the ambulance service company under the name of Doctor's Ambulance Service. In addition, its ambulance units will be maintained with their existing color scheme (white and blue) and with the same Doctor's logo. The proposed Consent to Transfer Agreement was prepared by OCFA's Legal Counsel and has been reviewed by City staff and the City Attorney. OCFA staff will be available during the City Council meeting to answer questions regarding the sale. In addition, OCFA staff has informed the Orange County Emergency Medical Services Agency (OCEMSA) staff about the transfer. IMPACT TO CITY/COUNTY: Upon execution of the transfer agreement, all existing provisions for the Fire/Emergency Ambulance agreements will remain in force. Not Applicable. There is no fiscal impact to the City. Agenda Report Page 3 NOTIFICATION: Orange County Fire Authority Doctor's Ambulance Services American Medical Response Ambulance Service, Inc. (AMR) February 1, 2011 By Motion, Approve the attached Agreement for Consent to Transfer with Doctor's and AMR, and regarding Exclusive Operating Area #19, encompassing the City of San Juan Capistrano and the adjacent county unincorporated area of Ortega Highway. Respectfully submitted, Michael Cantor Senior Management Analyst Attachments: 1. Consent to Transfer Agreement, and exhibit, between Herren Enterprises, Inc. operating as Doctor's Ambulance and American Medical Response Ambulance Service, Inc. a. Exhibit- Agreement Between City of San Juan Capistrano And Herren Enterprises, Inc. dba Doctor's Ambulance For Provision Of Fire/EMS Emergency Ambulance Transportation And Related Services Within Exclusive Operating Area No. 19 (City of San Juan Capistrano) dated September 1, 2009. 2. Correspondence dated December 30, 2010, from AMR regarding request for Consent to Transfer Ambulance Service Agreements. CONSENT TO TRANSFER AGREEMENT CITY OF SAN JUAN CAPISTRANO THIS CONSENT TO TRANSFER AGREEMENT ("Consent to Transfer Agreement") is made and entered into this __L$tday of F.eb. , 2011 (the "Effective Date") by and between Herren Enterprises, Inc., operating as Doctor's Ambulance Service (hereinafter, the "Transferor") and American Medical Response Ambulance Service, Inc., a Delaware corporation (hereinafter, the "Transferee") for the purpose of obtaining the consent of the Orange County Fire Authority, a California Joint Powers Authority ("OCTA") and the City of San Juan Capistrano, a California municipal corporation ("City") to the transfer of ownership of all of Transferor's stock to Transferee (the `Transfer") consistent with the requirements under that certain Agreement specified hereinbelow for provision of Fire/EMS emergency ambulance transportation and related services. RECITALS WHEREAS, the City, the OCTA and Transferor entered into the following agreement (collectively referred to herein as the "Agreement"): Agreement between the City of San Juan Capistrano and Herren Enterprises, Inc., dba Doctor's Ambulance Service, Inc. for Provision of Fire/EMS Emergency Ambulance Transportation and Related Services within Exclusive Operating Area No. 19 (City of San Juan Capistrano and the adjacent county. unincorporated area of Ortega Highway). (A true and correct copy of the Agreement is attached hereto as Exhibit A.) WHEREAS, the Agreement requires that Transferor shall not "delegate, assign its rights or otherwise transfer its obligations in whole or in part, under this Agreement to any other person or entity without the prior written consent of OCFA and the Awarding Agency." For purposes of the Agreement, the Awarding Agency is the City. This Agreement shall not be effective unless approved by the OCFA and the City. WHEREAS, the Agreement provides that a "transfer" includes any change in the business structure of Transfcror, including but not limited to changes in the shareholders, or a transfer by any shareholder of greater than ten percent (10%) of the stock issued-, WHEREAS, Transferor has made a request, pursuant to the Agreement, that City and OCFA .consent to the transfer to Transferee of 100% of the stock issued by Transferor; and WHEREAS, City and OCFA are willing to consent to the transfer upon approval and complete execution of this Consent to Transfer Agreement. NOW THEREFORE, it is mutually understood and agreed by the parties as follows: 74400t.1 Attachment 1 1. ConsentofCity and OCFA. Upon valid approval and execution of this Consent to Transfer Agreement by all parties hereto, City and OCFA hereby consent to the transfer to Transferee of 100% of Transferor's outstanding stock. 2. Representation and Warranty. Transferor and Transferee jointly and severally represent, warrant and guarantee that, during the term of the Agreement: (a) Transferor will continue to perform all its duties, obligations and performance requirements as set forth in the Agreement at all times during the term of the Agreement, including but not limited to: (i) the dedicated unit requirements per Exclusive Operating Area(s) (.EOA's), (ii) the enhanced response times that improved upon the requ iremen. is set forth in the RFP; and (iii) the medical supply/Advanced Life Support (ALS) reimbursement methodology and payment schedule; and (b) In connection with the Transfer, (i) Transferee does not intend to terminate the employment of any members of the current management team (Kay Kearney and Michael Herren), and (ii) Transferee intends to enter into private, confidential employment agreements with such members of the current management team, which will govern the terms of their respective employment relationships; and (c) There will be no adverse impact upon Transferor's financial ability to perform its duties and obligations as set forth in the Agreement caused in whole or in part by the transfer. Transferee agrees to remedy any such adverse impact(s) within fifteen (15) days of receipt of written demand from City or OCFA; (d) Neither Transferor nor Transferee shall delegate, assign its rights or otherwise transfer its obligations in whole or in part, under the Agreement or under this Consent to Transfer Agreement, without the prior written consent of City and OCFA. Except in connection with or as contemplated by the Transfer, neither Transferor nor Transferee shall cause or permit a change in the shareholders in Transferor or a transfer of greater than ten. percent (10%) of stock issued by Transferor to any other person or entity without the prior written consent of City and OCFA; and (e) Transferor shall continue day-to-day operations of the ambulance service company under the name of Doctor's Ambulance Service. In addition, its ambulance units will be maintained with their existing color scheme (white and blue) and with the same Doctor's logo. 3. Termination. A material breach of this Consent to Transfer Agreement by Transferor or Transferree with respect to the Agreement shall constitute a material breach of the Agreement andshall be subject to the remedies and requirements set forth in the Agreement, including without limitation, the remedies andrequirements set forth in the Agreement regarding Termination. 744001.1 4. Notices. All notices and. demands hereunder and communications regarding the interpretations of the terms of this Consent to Transfer Agreement, or changes thereto, shall be effected by delivery in person or by deposit in the U.S. Mail, registered or certified mail, return receipt requested, postage prepaid and addressed as follows: To Transferor: Doctors Ambulance Service 23091 Terra Drive Laguna Hills, CA, 92653 To Transferee: American Medical Response Ambulance Service, Inc. 6200 South Syracuse Way #200 Greenwood Village, CO 80111 To City: City of San Juan Capistrano, Attn: City Manager 32400 Paseo Adelanto San Juan Capistrano, CA 92675 To OCFA: Orange County Fire Authority Attention: Finance Manager I Fire Authority Road. Irvine, CA 92602 5, Binding Effect. This Consent to Transfer Agreement shall be binding on and inure to the benefit of the parties hereto, their respective heirs, executors, administrators, successors -in -interest, and assigns. 6. Integrated Agreement; Amendments. Nothing herein amends the terms or conditions set Forth in the Agreement. This Consent to Transfer Agreement contains all of the agreements of the parties pertaining to consent to the transfer and cannot be amended or modified except by written agreement signed by and approved by all three parties. 7. Governing Law. This Consent to Transfer Agreement shall be governed by and construed in accordance with the laws of the State of California. 8. Effect of Partial Invalidity. If any term, provision, or application of this Consent to Transfer Agreement is held invalid or unenforceable, the remainder of this Consent to Transfer Agreement and any application of the terms and provisions shall not be affected thereby, but shall remain valid and enforceable. 9. Authority to Execute. Each of the undersigned represents and warrants that he or she is duly authorized to execute and deliver this Consent to Transfer Agreement and. that such execution is binding on. the entity for which he or she is executing this document. This Consent to Transfer Agreement shall be effective upon execution by all parties. 744001.1 IN WITNESS WHEREOF, the parties hereto have caused this Consent to Transfer Agreement to be executed on the date first above written. HERREN ENTERPRISES, INC. (Operating as Doctor's Ambulance Service) By: _ Date: President By: _ Date: — Secretary CITY OF SAN JUAN CAISTRANO By: Date: Sam Allevato, Mayor ATTEST: By: _ Date: — City Clerk Maria Morris APPROVED AS TO .FORM: I3y: JDate: _ — City Attomey Omar Sandoval ORANGE COUNTY FIRE AUTHORITY wo Keith Richter, Fire Chief Date: AMERICAN MEDICAL RESPONSE AMBULANCE SERVICE, INC. By: Date: President Secretary 744001.1 Date: Exhibit A Agreement between the City of San Juan Capistrano and Herren Enterprises, Inc., dba Doctor's Ambulance Service, Inc. for Provision of Dire/EMS Emergency Ambulance Transportation and Related Services within Exclusive Operating Area No. 19 (City of San. Juan Capistrano). [Attached] 744001.1 AGREEMENT BETWEEN THE CITY OF SAN JUAN CAPISTRANO K" r HERREN ENTERPRISES., INC. dba DOCTOR'S AMBULANCE .. FOR PROVISION FIRE/EMS EMERGENCY AMBULANCE TRANSPORTATION r ' is lolkyj to) WITHIN EXCLUSIVE OPERATING AREA NO. 19 (SAN JUAN CAPISTRANO) 6q i27.t Exhibit 1- AGREEMENT FOR PROVISION OF FIRE/EMS EMERGENCY AMBULANCE TRANSPORTATION AND RELATED SERVICES WITHIN EXCLUSIVE OPERATING AREA Exclusive Operating Area (EOA) Name: San Juan Capistrano EOA No.: 19 Contractor: Herren Enterprises, Inc. dba Doctor's Ambulance Service City: _ Laguna Hills Effective Date: Sep tember 1, 2009 Awarding Agency: San Juan Ca istrano RECITALS................................ r.............................................................................................................1 AGREEMENT........................................................................................................................................ 3 1.0 SCOPE OF SERVICES...........e...............................t.................................................................3 2.0 CONSIDERATION....................................................................................................................3 3.0 CONTRACT DOCUMENTS....................................................................................................3 4.0 MODIFICATION AND AMENDMENTS...............................................................................4 6.0 EFFECTIVE DATE...................................................................................................................4 7.0 TERM.................................................................................................................uu.....................4 ,:: INSURANCEti 10.0 ASSIGNMENT ...........................................................................................................................6 6431 V-1 11.0 AUDITS AND INSPECTIONS .................................................................................................7 11.1 Business Office................................................................................................................7 11.2 FacilitiesNehicies ............................................................................................................7 12.0 COOPERATION........................................................................................................................7 13.0 INDEPENDENT CONTRACTOR...........................................................................................7 14.0 INDEMNIFICATION................................................................................................................8 14.1 General..............................................................................................................................8 14.2 Rates.................................................................................................................................8 15.0 COMPLIANCE WITH LAWS.................................................................................................8 16.0 RISK.............................................................................................................................................8 17.0 RESPONSIBILITY....................................................................................................................9 18.0 ACTS OR OMISSIONS OF REPRESENTATIVES...............................................................9 19.0 INSOLVENCY............................................................................................................................ 9 20.0 OPERATIONAL STANDARDS, PROCEDURES, & REQUIREMENTS . �. PERFORMANCE 20.1 Service Hours..................................................................................................................9 20.1.1 Service......................................................................................................9 20.1.2 Field Supervisor......................................................................................9 20.2 Response Times...............................................................................................................9 20.2.1 Response Time Reporting......................................................................9 20.2.1.1 General Requirements..............................................................10 20.2.1.2 Response Time Measurement..................................................10 II 64312M 20.2.1.3 Definition of Geographical Areas & Response Priority Codes 10 20.2.2 Quarterly Response Time Report - Format.......................................11 20.2.3 Exemptions to Response Time Requirements....................................11 20.2.3.1 High Call Volume.....................................................................11 20.2.3.2 Disasters.....................................................................................11 20.2.3.3 Multiple Ambulance Response................................................11 20.2.3.4 Response Up/Downgrade.........................................................11 20.2.3.5 Return of OCFA Personnel......................................................12 20.2.4 Procedures to Request Response Time Exemption ...........................12 20.2.5 Use of Alternative Methods to Meet Response Time Requirements 12 20.2.6 Disciplinary Actions for Failure to Meet Response Time Requirements/ Performance Deficiency....................................................................13 20.2.6.1 Meet and Confer.......................................................................13 20.2.6.2 Penalties.....................................................................................13 20.2.6.2.1 Turned Call Penalties.......................................................13 20.2.6.2.2 Late Report/Late Payment Penalties..............................14 20.2.6.3 Timely Performance Required ...........................................14 20.2.6.4Waiver...................................................................................14 20.3 Emergency Cin -Scene Procedures...............................................................................14 20.4 DisasterAssistance ........................................................................................................15 20.5 Standard of Performance.............................................................................................16 20.6 General Provisions........................................................................................................16 20.6.1 Return of (HCFA Personnel..................................................................16 20.6.2 911 Calls for Service/Referral..............................................................16 20.6.3 Performance..........................................................................................16 iii 643M.1 20.6.4 Conflict of Interest................................................................................16 20.6.5 Complaints...............„............................................................................17 20.6.6 Traffic Signal Preemption....................................................................17 20.6.7 IIIPAA Compliance Plan.....................................................................17 20.6.8 Medicare/Medi-Cal Participation.......................................................18 20.7 External Medical Quality Control..............................................................................18 21.0 PERSONNEL............................................................................................................................19 2.1.1 Personnel Requirements..............................................................................................19 21.1.1 Employee Performance........................................................................19 21.1.2 Employee Drug Program.....................................................................19 21.1.3 DMV Employer Pull Notice Program.................................................20 21.1.4 Criminal Background Checks.............................................................20 21.1.5 Uniforms and Decorum........................................................................20 21.1.6 . Cooperation...........................................................................................20 21.1.7 Employee Ineligibility...........................................................................20 21.1.8 Compliance with Laws.........................................................................20 21.1.9 Licensing/Identification ........................................................................20 21.1.10 Joint Training Exercises.......................................................................21 21.1.11 Employee Training Records................................................................21 21.1.12 Professionalism.....................................................................................21 21.1.13 ManagementOversight ........................................................................21 21.1.14 Employee Removal...............................................................................21 21.2 Independent Contractor...............................................................................................21 22.0 RATES FOR AMBULANCE SERVICE................................................................................22 tv 643121 1 22.1 BLS and ALS Service Rates.........................................................................................22 22.1.1 Maximum BLS Service Rate................................................................22 22.1.2 Maximum ALS Service Rate...............................................................22 22.1.3 ALS Reimbursement Rate...................................................................22 22.1.3.1 Medicare Patients..........:......................................................1.1.22 22.1.3.1.1 ALS -1 Emergency Services..............................................23 22.1.3.1.2 ALS -2 Services.................................................................. 23 22.1.3.2 Annual Adjustments.............................................................................23 22.1.3.3 ALS Reimbursement Rate .................................................. 23 22.1.4 Medical Supply Reimbursement Rate................................................23 22.1.5 Zero Pay Patients..................................................................................24 22.1.5 Risk of Non.-Payment............................................................................24 22.1.7 Medicare Patients.................................................................................24 22.2 Billing, Audit and Access to .Records..........................................................................24 22.2.1 Billing System........................................................................................24 22.2.2 Accounting.............................................................................................24 22.2.3 Responsibility for Submission of Claims............................................25 22.2.3.1 Submission of Claims............................................................... 25 22.2.3.2 Sharing of Information and Documentation and Respect of Privacy 25 22.2.4 Medicare Audits....................................................................................25 22.3 Contractor Monthly Payment .....................................................................................26 22.3.1 Monthly Payments to OCFA...............................................................26 22.3.2 Zero Pay Patient Exemption Requests...............................................26 22.3.3 Monthly Payment Report.....................................................................26 V 643127.1 22.3.4 Audit Report..........................................................................................27 22.4 Changed Circumstances...............................................................................................27 23.0 BREACH OF CONTRACT.....................................................................................................27 23.1 Breach of Contract.......................................................................................................27 24.0 PUBLIC SAFEGUARDS AND EMERGENCY TAKEOVER ............................................27 25.0 CONTRACTOR'S RELIEF UPON TERMINATION.........................................................28 0 HOLDOVER PRO 27.0 SUCCESSORS..........................................................................................................................29 28.0 INTEGRATION.......................................................................................................................29 29.0 NO WAIVER ............................................................................................................................29 30.0 'THIRD PAR'T'Y BENEFICIARIES..... ...................... ............................................................ 29 31.0 EXECUTION OF AGREEMENT..........................................................................................29 32.0 NOTICES..................................................................................................................................30 33.0 SEVERABILITY......................................................................................................................30 a EOA BOUNDARY 35.0 AMENDMENT.........................................................................................................................31 36.0 VENUE......................................................................................................................................31 SIGNATUREPAGE............................................................................................................................ 32 as 643127,1 r EXHIBIT "A" DEPICTION OF SUBJECT EOA EXHIBIT "B" OCFA 2008 FIRE/EMS EMERGENCY AMBULANCE TRANSPORTATION AND RELATED SERVICES REQUEST FOR PROPOSALS (RFP NO. JR1494) EXHIBIT "C" CONTRACTOR'S SIGNED, ORIGINAL BID PROPOSAL SUBMITTED FOR OCFA RFP NO, JR 1494, DATED December 11,, 2008. EXHIBIT "D" SAMPLE QUARTERLY RESPONSE TIME REPORT. 642292.2 AGREEMENT BETWEEN THE CITY OF SAN JUAN CAPISTRANO AND HERREN ENTERPRISES, INC. dba DOCTOR'S AMBULANCE SERVICE, INC. FOR PROVISION M FIRE/EMS EMERGENCY AMBULANCE TRANSPORTATION AND RELATED SERVICES WITHIN EXCLUSIVE OPERATING AREA NO. 19 THIS AGREEMENT FOR THE PROVISION OF FIRE/EMS EMERGENCY AMBULANCE TRANSPORTATION AND RELATED SERVICES (the "Agreement") is made and entered into the day of , 2009, by and between the CITY OF SAN JUCAN CAPISTRANO, hereinafter referred to as "City," and HERREN ENTERPRISES, INC., a California Corporation, dba DOCTOR'S AMBULANCE SERVICE, hereinafter referred to as "Contractor." City and Contractor may be referred to collectively herein as the "parties." 1. The Orange County Fire Authority ("OCFA") is a governmental entity providing fire and life safety services to over one million residents within the County of Orange, California. OCFA is a Joint Powers Agency ("JPA") organized pursuant to the provisions of Article 1, Chapter 5, Division 7, Title I (commencing with Section 6500) of the California Government Code. OCFA consists of twenty-two (22) member cities and the County of Orange. Each OCFA JPA member agency individually has the statutory ability to provide fire suppression, protection, prevention and related and incidental services, including emergency ambulance response services, within their respective jurisdictions. 2. By entering into a Joint Powers Agreement, each JPA member agency vested OCFA with the power to exercise each member agency's legal ability to provide fire suppression, protection, prevention and related and incidental services, including emergency medical and transportation services, and other fire related services authorized by law within their respective jurisdictional boundaries. Each OCFA JPA member agency has elected to jointly exercise their powers to provide for such services through the formation of OCFA. 3. The State Legislature has enacted the Emergency Medical Services System and the Prehospital Emergency Medical Care Personnel Act ("EMS Act"), which creates a comprehensive statutory system governing virtually every aspect of prehospital emergency medical services. The purpose of enacting the EMS Act was to achieve state-wide coordination and integration of prehospital emergency medical services. Agreement Between City of San Juan Capistrano and Doctor's Ambulance For Provision of Fire/BMS Emergency Ambulance Transportation and Related Services Within EOA No, I9 543127.1 4. The EMS Act accomplishes this integration through what is essentially a two-tiered system of regulation. At the state level, the Emergency Medical Services Authority ("EMS Authority") performs a number of different functions relating to the coordination of EMS throughout the state. The second tier of governance under the EMS Act is occupied by counties and their local EMS agency ("LEMSA"). The EMS Act authorizes each county's LEMSA to develop an emergency services program. Each county developing such a program is required to designate the county health department as the local EMS agency. In Orange County, this function is performed by the Orange County EMS agency, a division of the County Health Care Agency ("OCEMS"). All Orange County providers of prehospital emergency medical services are required to operate within the local EMS system developed by OCEMS. 5. The Orange County Board of Supervisors designated OCEMS as the LEMSA for purposes of administering the local EMS Plan within the County. The County, however, does not regulate ambulance transport services within cities. Rather, the County allows cities to administer their EMS/ambulance programs in coordination and cooperation with the local EMS Plan and OCEMS. In 1985, the County of Orange adopted County model ambulance ordinance no. 3517, which is a mechanism for licensure of emergency medical transport services and for establishing transport service areas. The County adopted Ordinance No. 3517 ("model Ambulance Ordinance") with the intention that it serve as a model city ambulance ordinance for adoption by cities within Orange County. Under this approach, the County's EMS Plan allows cities to provide ambulance transport services in accordance with the model Ambulance Ordinance. OCFA administers the ambulance programs. 6. Health and Safety Code §1797.224 authorizes OCEMS to create exclusive operating areas in the development of its local EMS Plan. The creation of exclusive operating areas is authorized by state law, provided a competitive process is utilized to select service providers pursuant to the local EMS Plan. In Orange County, the competitive process for the selection of ambulance providers within established OCFA exclusive operating areas is administered by OCFA. The competitive process is, however, subject to review and approval by OCEMS. Through input and recommendation of OCFA, exclusive ambulance service areas have been approved and created by OCEMS for all OCFA jurisdictional areas. Only to the extent that OCEMS designates an exclusive operating area, as defined by the EMS Act, consents to the current model Ambulance Ordinance structure, and approves of the competitive process utilized may such services be provided by cities. OCFA and/or its member agencies award ambulance service contracts by acting under the authority of OCEMS and its state approved EMS Plan. 7. The current exclusive operating area contracts for all OCFA jurisdictional areas are set to expire on August 31, 2009. Currently, there are nineteen (19) exclusive operating areas within the OCFA jurisdictional area. Exclusive Operating Area No. 19 (Sara Juan Capistrano) is more particularly described and depicted in Exhibit "A," which is attached hereto and incorporated herein by reference (hereinafter referred to as the "Subject EOA"). S. City desires to designate Contractor and Contractor desires to be designated by City, as an independent contractor, for purposes of providing exclusive 911-Dire/EMS Emergency Ambulance Transportation and Related Services within the Subject EOA as of September 1, 2009, pursuant to the terms and conditions set forth in this Agreement. 2 Agreement Between City of San Juan Capistrano and Doctor's Ambulance For Provision of Fire/EMS Emergency Ambulance Transportation and Related Services Within EOA No. 19 643127 1 9. For reference, the Orange County Fire Authority shall hereinafter be referred to as "OCFA." Doctor's Ambulance Service, which has been selected to provide services within the Subject EOA pursuant to the OCFA 2008 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals (RFP No. JR1494) shall hereinafter be referred to as the "Contractor." The City of San Juan Capistrano shall hereinafter be referred to as the "City." The County of Orange shall hereinafter be referred to as the "County." NOW, THEREFORE, for valuable consideration, receipt of which is hereby acknowledged, and in consideration of the foregoing recitals, which are hereby incorporated by reference into the Agreement below, and the mutual promises, covenants, and conditions contained herein, the parties hereto agree as follows: AGREEMENT 1.0 SCOPE OF SERVICES 1.1 Contractor shall provide exclusive 911-Fire/EMS Emergency Ambulance Transportation and Related Services within the Subject EOA in accordance with the terms and conditions set forth in this Agreement and shall serve at all times as the "primary Responder" within the Subject EOA. The term "Primary Responder" shall mean the ambulance service operator that is assigned and dispatched first by the OCFA Emergency Communications Center to respond to all calls for emergency medical transportation service within the Subject EOA throughout the term of this Agreement. 1.2 Contractor is hereby assigned and designated as the authorized, exclusive Primary Provider for all 911-Fire/EMS emergency ambulance transportation calls for service within the Subject EOA. OCFA, in cooperation with Contractor, shall provide on -scene Advanced Life Support ("ALS") services, and Contractor shall provide Basic Life Support ("BLS") services and transport patients to medical facilities, when required. The terms Advanced Life Support and Basic Life Support shall mean the same as defined in the EMS Act. 2.0 CONSIDERATION 2.1 In consideration of Contractor's agreement to be designated and to provide and perform the services described herein, City agrees that throughout the term of this Agreement, Contractor shall have the sole and exclusive right to provide all 911-Fire/EMS Emergency Ambulance Transportation and Related Services as the Primary Provider within the Subject EOA, subject to. the terms and conditions contained herein, 3.0 CONTRACT DOCUMENTS 3.1 The Agreement between the parties hereto shall consist of the following: (1) this 32 page document, (plus exhibits hereto); (2) the OCFA 2008 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals (RFP No. JR1494) ("RFP"); and (3) Contractor's signed original bid proposal for RFP No. JR1494 submitted to OCFA, including the Agreement Between City of San .Tuan Capistrano and Doctor's Ambulance For Provision of Fire/EMS Emergency Ambulance Transportation and Related Services Within EOA No. 19 643127,1 Prequalification documents submitted by Bidder for this EOA ("Bid Proposal"), which shall all be referred to collectively hereinafter as the "Agreement" or the "Contract Documents." The RFP and the Contractor's signed Bid Proposal, which are both attached hereto as Exhibits "B" and "C" respectively are hereby incorporated by reference and are made part of this Agreement. All provisions of the RFP and the Bid Proposal shall be binding on the parties. Should any inconsistency or ambiguity occur or exist in the Contract Documents, the provisions of this document, then the provisions of the RFP, then the provisions of the Bid Proposal shall control. 4.0 MODIFICATION AND AMENDMENTS 4.1 The parties may adjust the specific terms of the Contract Documents where the modification or amendment is not a material change to the contract, as agreed upon by the parties. Any modification or amendment proposed by the Contractor must be submitted in writing to OCFA and City for consideration. The decision to modify or amend any term or condition of the Contract Documents shall be at the sole discretion of City. Any agreed upon modification or amendment must be in writing, approved by the OCFA Fire Chief, and signed by the parties, and may be subject to approval by OCEMS and the State EMS Authority. 5.0 CONTRACT ADMINISTRATION 5.1 This Agreement shall be administered and enforced by the OCFA Fire Chief, or his designee(s). 6.0 EFFECTIVE HATE 6.1 The effective date of this Agreement skull be 12;00 a.m., Tuesday, September 1, 2009, ("Effective Date") at which time Contractor shall assume full responsibility for the provision of all 311-Fire/EMS emergency ambulance transportation services within the Subject EOA. The Effective Date may, however, be postponed at the sole discretion of the OCFA Fire Chief in order to protect public health and safety in the event Contractor is for any reason unable to commence performance at that time. 7.1 The term of this Agreement is for a five (5) year period, ending on August 31, 2014 with no extensions, unless there are unavoidable or unforeseeable circumstances beyond the control of OCFA that would preclude a new RFP process and contract award. In such circumstances, the contract may be extended up to one additional year. 8.1 Either party may terminate this Agreement (1) immediately, upon the breach of this Agreement by the other party or (2) upon 180 days written notice given at the sole discretion of either party regardless of the existence, or non-existence, of any breach of this Agreement by the other party. 4 Agreement Between City of San Juan Capistrano and Doctor's Ambulance For Provision of Fire/EMS Emergency Ambulance Transportation and Related Services Within EOA No, 19 643127.1 8.2 In the event of termination, Contractor may be compensated by responsible parties for those services that have been fully and adequately completed,-trendered, and accepted as of the date of termination. Contractor shall provide documentation deemed adequate by City and the OCFA Fire Chief to show the services actually completed and rendered by Contractor prior to the effective date o the termination. 8.3 In the event this Agreement is terminated, in whole or in part, as provided by this Section, OCFA and City may procure, upon such terms and in such manner as it deems appropriate, services similar to those terminated. Such procurement may be subject to the approval of the County EMS and the State EMSA. 8.4 The rights and remedies of the parties provided in this Section are in addition to any other rights and remedies provided by law or under this Agreement. 8.5 In order to protect public health and safety, Contractor hereby agrees to fully cooperate with and to immediately assist OCFA and City to effectuate a prompt and orderly takeover of 911- Fire/EMS emergency ambulance service within the Subject EOA upon termination of this Agreement, so as to ensure that there will be no service interruption to the public. 9.0 INSURANCE . 9.1 Prior to the Effective Date, Contractor shall, at its sole cost and expense, purchase and maintain throughout the term of this Agreement, the following insurance policies: 9.1.1 Commercial General Liability Insurance (Bodily Injury and Property Damage): with a limit not less than $3,000,000 combined single limit, per occurrence; $5,000,000 annual aggregate. 9.1.2 Business Automobile Liability Insurance: with a limit not less than $3,000,000 combined single limit, per occurrence; $5,000,000 annual aggregate. 9.1.3 Ambulance Medical Malpractice Insurance: with a limit of not less than $3,000,000 per occurrence; $5,000,000 annual aggregate. If the Ambulance Medical Malpractice policy is written as a "claims made" policy, the retro date shall be prior to the first day of service under this Agreement. Furthermore, Contractor shall maintain such coverage, including coverage for "prior acts," for three (3) consecutive years following termination of this Agreement, and thereafter, submit annual evidence of continued coverage. Additionally, Contractor shall provide certified copies of the claims reporting requirements contained within any policy secured to meet this requirement. 9.1.4 Workers` Compensation and Employers' Liability Insurance: meeting statutory limits. Such insurance shall contain a waiver -of -subrogation clause in favor of OCFA, City and County, their officers, elected officials, agents, volunteers, and employees. Agreement Between City of San Juan Capistrano and Doctor's Ambulance For Provision of Fire/EMS Emergency Ambulance Transportation and Related services within EDA No, 19 643127,1 9.2 All insurance required pursuant to this Section shall be issued by a company authorized by the Insurance Department of the State of California and rated A-, VII or better by the latest edition of Best's Key Rating Guide, except that OCFA will accept workers' compensation insurance rated B, VII or better or from the State Compensation Fund. The workers' compensation insurance company shall agree to waive all rights of subrogation against OCFA, City and the County for losses paid under the terms of the policy, which arose from the work performed by the named insured. 9.3 All insurance policies, except Workers' Compensation and Employers' Liability and Professional Liability, shall contain the following clauses: 9.3.1 "City, County and OCFA are added as additional insureds as respects operations to the named insured performed under contract with the City or OCFA. Such policies shall be primary, and any other policies maintained by or providing protection for the City, the County, or OCFA shall be excess or secondary, but noncontributing." 9.3.2 "This insurance shall not be canceled, limited, or allowed to lapse until after thirty (30) days written notice has been give to City, County and OCFA." 9.4 Upon execution of this Agreement, Contractor shall provide to. OCFA, and to the satisfaction of OCFA, certificates of insurance and endorsements evidencing the policies fulfilling the requirements of this Section. If self-insured for workers' compensation, Contractor shall submit to OCFA a copy of its certification of self-insurance issued by the Department of Industrial Relations. 9.5 If Contractor does not keep all of the insurance policies required by this Section in full force and effect at all times during the term of this Agreement, OCFA may elect to treat the failure to maintain the requisite insurance as a breach of contract, which may result in immediate termination of the Agreement. 9.5 At any time during the term of this Agreement, if OCFA reasonably determines, at its sole discretion, that the amounts of insurance held by Contractor pursuant to this Section are no longer sufficient, or that additional types of coverage are needed, Contractor shall modify the existing coverage or obtain additional policies, as OCFA shall reasonably determine. All new policies shall be on the terms and conditions contained herein. 9.7 Contractor shall annually, within ten (10) days of the anniversary of the Effective Date of this Agreement, provide to OCFA evidence that all insurance required pursuant to this Section continues to be in full force and effect. 10.0 ASSIGNMENT 10,1 Except as provided herein, Contractor shall not delegate or assign its rights or otherwise transfer its obligations, in whole or in part, under this Agreement to any other person or entity without the prior written consent of OCFA and City. Any such assignment without the prior written consent of OCFA and City shall be void and the attempted assignment may constitute a breach of contract. 10.2 The following shall be considered to be a "transfer" for purposes of this Section: 5 Agreement Between City of San Juan Capistrano and Doctor's Ambulance For Provision of Fire/EMS Emergency Ambulance Transportation and Related Services Within EOA :No, 19 643127.1 10.2.1 An y change in the business structure, 'including but not limited to, changes from or to. (a) a sole proprietorship; (b) a partnership, including any change in the partners; (c) a corporation, including any change in the shareholders, whether by operation of law or otherwise; 10.2.2 Bankruptcy, an assignment for the benefit of creditors, or the appointment of a receiver; or 10.2.3 A transfer by any shareholder of greater than ten percent (10%) of the stock issued as of the Effective Date by Contractor, or a sale or transfer of over twenty-five percent (25%) of the assets of Contractor. In the event Contractor experiences regular stock exchanges in excess of the ten percent (10%) threshold,, a separate agreement may be negotiated to set a threshold that still provides OCFA and City with the protections intended. The stock sale of a publicly traded corporation that does not constitute a change in majority ownership will not be deemed a transfer of ownership for purposes of this Section. 11.0 AUDITS ANIS INSPECTIONS 11.1 Business Office. At any time during normal business hours, and as often as may reasonably be deemed necessary by OCFA, OCFA may observe and inspect Contractor's business office, and Contractor must make promptly available to OCFA for its examination all Contractor records that pertain to its performance of the Agreement. OCFA may audit, examine, and copy any and all Contractor records pertaining to its performance of the Agreement, including but not limited to, personnel records, daily logs, conditions of employment, financial/billing records, and all other records or data. OCFA's right to inspect Contractor's business office and any and all records pertaining to its performance of the Agreement will be restricted to normal business hours and reasonable notice shall be given to Contractor in advance of such inspection. 11.2 FacilitiesNehicles. OCFA may, at any time and without prior notice, observe and inspect Contractor's vehicles, ambulance dispatch center, maintenance facilities, personnel, and/or any ambulance post location(s). OCFA employees may be assigned to ride as observers on any Contractor vehicle at any time provided, however, that in exercising this right to inspect and observe OCFA employees shall conduct themselves in a professional and courteous manner, shall not interfere in any way with Contractor's employees in the performance of their duties, and shall at all times be respectful of Contractor's employer-employee relationships. 12.0 COOPERATION 12.1 Contractor shall fully cooperate with OCFA and City and shall take all actions necessary to ensure that all terms and conditions, and required performance levels, set forth in the Contract Documents are satisfied at all times throughout the term: of the Agreement. 13.0 INDEPENDENT CONTRACTOR 13.1 Both parties in the performance of the Agreement shall be acting in an independent capacity and not as agents, employees, partners, or joint ventures with one another. Contractor and its Agreement Between City of San Juan Capistrano and Doctor's Ambulance For Provision of Firr( MS Emergency Ambulance Transportation and Related Services within EOA No, 19 643127.1 employees are not employees of City, County or benefits, or privileges of City, County, or OCFA unemployment, or workers' compensation. insurance 14.0 INDEMNIFICATION OCFA and are not entitled to any of the rights, employees including, but not limited to, medical, 14.1 General. Contractor shall defend, indemnify and hold harmless City, County, and OCFA, their officers, agents, elected officials, and employees, from all liability, claims, losses and demands, including defense costs and reasonable attorneys' fees, whether resulting from court action or otherwise, arising out of the acts or omissions of Contractor, its officers, agents, or employees, or the condition of property used, in the performance of the Agreement, excepting acts or omissions directed by City, County and OCFA, their officers, agents, or employees, acting within the scope of their employment, for which City, County and OCFA agree to defend and indemnify Contractor in a like manner. 14.2 Rates. Contractor shall defend, indemnify and hold harmless City, County and OCFA, their officers, agents, elected officials, and employees, from all liability, claims, losses and demands, including defense costs and reasonable attorneys' fees, whether resulting from court action or otherwise, arising from any and all challenges to the service rates established in the Contract Documents: A challenge to service rates includes, but is not limited to, both procedural and substantive challenges to the adequacy of, or authority to impose, either the BLS service rate, the ALS service rate, the ALS reimbursement rate, and/or the medical supply reimbursement rate as set forth in the Contract Documents. 15.0 COMPLIANCE WITH LAWS 15.1. All services provided and duties performed by Contractor pursuant to this Agreement must be rendered in full compliance with all applicable federal, state, and local laws, rules, statutes, and regulations. It shall be Contractor's sole responsibility to determine which federal, state, and local laws, rules, statutes, and regulations apply to the services and duties to be performed pursuant to this Agreement, and to maintain compliance at all times throughout the term of the Agreement. 15.0 RISK 16.1 Notwithstanding any other term or condition herein, in responding to a call for service, Contractor shall have no claim whatsoever against OCFA, City, or County or have any right to recover from OCFA, City, or County for the cost of any of the services it renders in its performance of services under this Agreement. Contractor must look solely and exclusively to the service recipient, their insurers, applicable state or federal health care programs, or other responsible party for payment of the services it renders. 15.2 Contractor shall assume the entire risk of non-payment for any and all of the services rendered, duties performed, and charges incurred in connection with its performance of services under this Agreement, including, but not limited to, all BLS and ALS charges incurred, the ALS reimbursement rate, and/or the medical supply reimbursement rate. 8 Agreement Between City of San Juan Capistrano and Doctor's Ambulance For Provision of Fire/EMS Emergency Ambulance Transportation and Related Services Within EOA No. 19 643127.1 1.7.0 RESPONSIBILITY 17.1 It shall be the responsibility of Contractor to provide all equipment, to satisfy all terms and conditions set forth in the Agreement, and to perform all required duties, obligations, and responsibilities expressed in the Contract Documents at all times during the term of the Agreement. Contractor may utilize additional resources whenever deemed necessary to perform its emergency ambulance services pursuant to the Agreement. This may include, but is not limited to, use of personnel and/or equipment of another OCFA-approved ambulance provider. This, however, shall not relieve Contractor of its duties and responsibilities under the Agreement, and any additional cost incurred shall not be charged to OCFA, City, or County. 18.0 ACTS OR OMISSIONS OF REPRESENTATIVES 18.1 The acts and/or omissions of the owner(s), officers, operators, officials, employees, agents, and representatives of Contractor in the performance of the services and obligations under the Agreement shall constitute the acts and/or omissions of Contractor. 1.9.0 INSOLVEIlCY 19,1 Contractor shall not, without the prior written consent of the OCFA Fire Chief, suffer either the appointment of a receiver to take possession of all, or substantially all of the assets of Contractor, or make a general assignment of such assets for the benefit of creditors. Any such action taken or suffered by Contractor under any insolvency or bankruptcy proceeding may constitute a breach of contract by Contractor, and all property assigned by OCFA, City, and/or County for safe care shall be immediately "released" to another assigned service provider, as specified by the OCFA hire Chief. 20.0 OPERATIONAL STANDARDS PROCEDURES & PERFORMANCE REQUIREMENTS 20.1 Service Hours 20.1.1 Service. Contractor shall provide twenty-four (24) hour 911-Fire1EMS Emergency Ambulance Transportation and Related Services within the Subject EOA, at or above the level agreed to in the Contract Documents, seven (7) days a week throughout the term of the Agreement. 20.1.2 Field Sra;trervisor. Contractor shall assign an authorized and qualified field supervisor available to OCFA personnel, either by radio or in person, who shall be physically present within the County of Orange, on a twenty-four (24) hour, seven (7) day per week basis throughout the term of the Agreement. 20.2 Response Tinges 20.2.1 Response Time Reportira Contractor shall provide quarterly response time reports to OCFA and OCEMS ("Quarterly Response Time Reports") that contain the response time 9 Agreement Between City of San Juan Capistrano and Doctor's Ambulance For Provision of Fire/EMS Emergency Ambulance Transportation and Related Services Within EOA No. 19 643127 1 data provided in the sample Quarterly Response Time Report, which is attached hereto as Exhibit "D" Each Quarterly Response Time Report shall be submitted to the OCFA EMS Section Battalion Chief and the OCEMS Program Manager via e-mail (in a format approved by the OCFA EMS Section Battalion Chief) by the 10th day of the month following the end of the quarter. For example, January, February, March reports are due April 10th, if the Quarterly Response Time Reports are not submitted in a timely manner, Contractor may be assessed a $500 penalty per occurrence. if the Quarterly Response Time Reports are not submitted to OCFA as prescribed herein two (2) or more times in a single 12 -month period, such omissions may constitute breach of contract. 20.2.1.1 General ReQuireznents. Contractors must respond to OCFA's requests for emergency ambulance transportation service within the response times set forth in this Section. Response times will be calculated as the actual elapsed time in minutes from the moment the request is received by the Contractor's dispatch center to the time that the Contractor's first ambulance arrives on scene. Where multiple ambulances are dispatched to the same emergency scene, only the response time of the ambulance arriving first will be counted for purposes of calculating the response time, Contractors will be responsible for providing quarterly response time reports to OCTA and OCEMS 24.2.1.2 Resoonse Time Measurement. Response times are measured in UI minutes, rounded upward. For purposes of measuring compliance and for the imposition of any penalties, any partial minute will be rounded to the next full minute. For example, a response time of 10:01 or 11:00 is counted as eleven minutes. 20.2.1.3 Definition of Geographical Areas & Respose. Priority Codes. The following geographical areas, response priority codes, and definitions will apply with regard to calculating response times (based upon changes in population densities, these geographical area definitions may be changed at the sole discretion of OCFA; OCFA will advise Contractors in writing when these changes occur): Metro/Urban: Those areas with a population density greater than 100 persons per square mile. Response time not to exceed 10 minutes for Code 3; not to exceed 15 minutes for Code 2. Suburban/Rural: Areas with a population density of 7 to 100 persons per square mile. These areas generally include the roads and contiguous canyon areas of the local mountain ranges, 'including: Brea Canyon, Tonner Canyon, Carbon Canyon, Modjeska Canyon, Silverado Canyon and Trabuco Canyon; the areas of Santiago Canyon Road between: Jamboree and Live Oak Canyon Road; and the Ortega Highway (Highway 74) between La Plata Avenue and the County line. Response time not to exceed 20 minutes for Code 3; not to exceed 25 minutes for Code 2. Wilderness: Those areas with a population density of less than 7 persons per square mile. These are generally the areas of the Cleveland 10 Agreement Between City of San Juan Capistrano and Doctor's Ambulance For Provision of Fire/EMS Emergency Ambulance Transportation and Related Services Within EOA No. 19 643127.1 National Forest within the County of Orange, with the exception of incidents on or immediately adjacent to Highway 74. Response time not to exceed 30 minutes for Code 3; not to exceed 40 minutes for Code 2. Code 2: Emergency ambulance vehicles responding to an emergency scene or request for service expeditiously, without red lights and sirens on. Code 3: Emergency ambulance vehicles responding to an emergency scene or request for service with red lights and sirens on. 20.2.2 Quarterly Resp vrnse Time Resort - Format. The Quarterly Response Time Reports shall be submitted by Contractor using an electronic spreadsheet format that will be provided to Contractor by OCFA. The Quarterly Response Time Reports shall contain the response time data provided in the sample Quarterly Response Time Report, which is attached hereto as Exhibit "D," for the EOA. 'Whenever response times in either Code 2 or Code 3 categories fall below the 96% compliance rate in any given quarter, Contractor shall include a narrative assessment as to the cause of any response delay, and, if requested, shall meet and confer with the OCFA EMS Section Battalion Chief for purposes of establishing a plan for avoiding such delay in the future. 20.2.3 Exempt ions to Response Time Requirements. The response time requirements set forth in this Section may be suspended and not enforced, at the discretion of the OCFA EMS Section Battalion Chief, in unusual circumstances. There shall be no exemption for response delays due to vehicle mechanical problems, driver error, traffic, weather, or mistake. The response time requirements set forth in this Section shall be suspended and not enforced under the following limited circumstances: 20.2.3.1 High Call Volume. Responses to calls for service during periods of unusual system overload or high call volume, which shall be at the sole determination of OCFA; 20.2.3.2 Disasters, Responses to calls for service during an OCFA declared disaster occurring within an EOA or during a declared disaster in a neighboring jurisdiction, which has requested emergency ambulance transportation or other mutual aid assistance from OCFA. For purposes of this Section, a "declared disaster" means any condition of disaster as declared or affirmed by the OCFA Fire Chief or his designee; 20.2.3.3 Multiple Ambulance Response. For responses to calls for service where more than one ambulance is dispatched to the same incident, only the response time of the ambulance first to respond shall be required to meet the required response time requirements; 20.2.3.4 Response Up/Downgrade. For Code 3 calls where the response priority code is downgraded to Code 2 by OCFA while the ambulance is en route to the scene, the response time standard for that call shall be recorded as a Code 2 call. if the response priority code is upgraded from Code 2 to Code 3 by OCFA while the ambulance is en route to the scene, the response 11 Agreement Between City of San Juan Capistrano and Doctor's Ambulance For Provision of Fire/EMS Emergency Ambulance Transportation and Related Services Within EOA No. 19 64312?.1 time standard for that call shall be recorded as the number of minutes for a Code 3 call plus the number of minutes already elapsed, not to exceed the original total minutes for a Code 2 call; 20.2.3.5 Return of OCFA Personnel, In the event that an ambulance is delayed in responding to a call for service, or is hindered from providing a timely response, due to the need to comply with the requirement that it return all OCFA personnel to their respective fire stations, as described herein, the response time requirement for that call will be suspended. This exemption will only apply for a call for service dispatch that occurs while the ambulance is waiting for or actually returning OCFA personnel. It shall be the Contractor's responsibility to document such circumstances, including the length of time and the affected call(s) for service, Contractor shall apply for a specific exemption as provided below. Calls for service dispatches that occur after the ambulance has returned OCFA personnel and while returning to any ambulance post location are not eligible for this exemption. 20.2.4 Procedures to Request Res onse Time Ere tion. Applications for receiving an exemption to the response time requirements shall be submitted by Contractor to the OCFA EMS Section Battalion Chief for approval. Such requests must accompany the Quarterly Response Time Report for the period in which the exemption is requested. Requests for exemptions outside of the current.quarterly reporting period shall not be considered. Each request for exemption shall include the following information: (a) the incident date; (b) the OCFA Incident Number(s); (c) a narrative summary of the incident; (d) explanation for the cause of the response time delay; and (e) the specific exemption requested. The decision to either grant or deny a response time exemption request shall be made by the OCFA EMS Section Battalion Chief within thirty (30) days; the decision to deny may be appealed to the OCFA Fire Chief, whose decision shall be final. 20.2.5 Use of .Alternative Methods to Meet Response Time Requirements. For purposes of maintaining compliance with the response time requirements established herein, Contractor shall negotiate and enter into a separate mutual aid agreement(s) with neighboring ambulance service operators for the provision of back-up, secondary emergency ambulance transportation services within the Subject EOA. Any secondary ambulance provider(s) selected to provide such services, and any agreement(s) to provide such services pursuant to this Section, shall satisfy the following requirements: 20.2.5.1 All secondary mutual aid provider draft agreements shall be reviewed and approved by OCFA prior to execution of the Agreement and a copy of the final, signed agreement shall be sent to the OCFA EMS Section Battalion Chief; 20.2.5.2 All OCFA—approved secondary mutual aid providers shall be expected to perform back-up emergency ambulance transportation services in accordance with the operational standards, procedures, and performance requirements set forth in the Contract'Documents; 20.2.5.3 All OCFA approved secondary mutual aid providers and their employees shall cooperate with OCFA and shall participate in any audit requested by OCFA concerning their performance; and 12 Agreement Between City of San Juan Capistrano and Doctor's' Ambulance For Provision of Fire/EMS Emergency Ambulance Transportation and Related Services Within EOA No. 19 &43127.1 20.2.5.4 Notwithstanding the above, Contractor and not the secondary mutual aid provider shall be responsible for ensuring compliance with all terms, conditions, standards, and performance requirements set forth in the Contract Documents, including but not limited to, the imposition of all applicable penalties and payment of all fees and reimbursements. 20.2.6 DisciElinary Actions for Failure to Meet Response Time Requirements f .Performance Deficiency 20.2.6.1 Meet and Confer. Should Contractor fail to meet the response time requirements, set forth in this Section, in any quarterly period for any single Code category or for the cumulative total of Code 2 and Code 3 calls, as outlined in Exhibit "D," the OCFA EMS Section Battalion Chief shall notify the Contractor and may meet and confer with the Contractor regarding performance and response time deficiencies. The purpose of this meeting is to notify the Contractor of its deficiencies and to work with the Contractor to ensure proper response time performance in the immediate future. 20.2.6.2 Penalties. At the discretion of the OCFA EMS Section Battalion Chief, monetary penalties may be assessed against the non-compliant Contractor for failure to meet the response time requirements set forth in this Section. For each EOA, quarterly aggregate response times (i.e., in any quarterly period for any single Code category) that are not in compliance with the response time requirements set forth in this Section may result in OCFA assessing the non-compliant Contractor with a monetary penalty according to the following compliance and fine schedule: Quarterly Responses That Are In Compliance With Response Time Requirements Per Geographical Area EOA}And Per Response Priori Code: Penalty Imposed*: 96% or Better None 90%-95.9% $1,000 85%-89.9% $2,000 Less than 85% $3,000 * Note: Penalties are for Code 2/Code 3 reported separately and calculated separately within each geographical area in the Subject EOA. In addition to the above response time penalties, OCFA may assess monetary penalties against Contractor for the following: 20.2.6.2.1 Turned Call Penalties: Any calls for service that are not handled by the Contractor, either through its own equipment and personnel or secondary mutual aid 13 Agreement Between City of Sart Juan Capistrano and Doctor's Ambulance For Provision of Fire/EMS Emergency Ambulance Transportation and Related Services Within EOA No. I9 643127.3 providers, and that require OCFA to request service from another ambulance service operator may result in the assessment of a "Turned Call" penalty in the amount of $500 per occurrence. 20.2.6.2.2 Late Re ort/sate Payment Penalties: Any reports, fees, or reimbursements that are required to be submitted to OCFA by Contractor pursuant to the Contract Documents (e.g., Quarterly Response Time Reports, CQI, monthly reimbursements, etc.) and that are not submitted on time may result in the imposition of a $500 penalty per occurrence. 20.2.6.3 Timely Performance Required. Assessment of penalties pursuant to this Section shall not relieve Contractor of the responsibility to meet all performance expectations as set forth in the Contract Documents. Substandard cumulative response time performance (i.e., below the 96% compliance rate for combined Code 2 and Code 3 calls) in any two (2) quarters in a single twelve (12) month period shall constitute breach of contract. Failure to timely correct and cure any response time deficiency may constitute a breach of the Agreement. Ibis Agreement requires the highest levels of performance, reliability, and compliance with the established performance criteria and service delivery criteria, and the mere demonstration of effort, even diligent and well-intentioned effort, shall not substitute for proper compliance. 20.2.6.4 Waiver. Any monetary penalty that may be imposed pursuant to this Section may be waived, upon a showing of good cause, at the sole discretion of the OCFA Fire Chief, whose decision shall be final. 20.3 Emergency Ori -Scene Procedures 20.3.1 Contractor shall perform as a part of the patient care team and shall be able to perform all BLS treatment modalities within its scope of practice, as required by OCEMS. 20.3.2 All EMTs and other ambulance personnel assigned by Contractor to perform services under the Agreement shall: 20.3.2.1 Be trained in Orange County disaster response procedures, multiple victim, and mass casualty incident protocols, pursuant to the Orange County Fire Services Operational Area Annex; 20.3.2.2 Work under the direction of the OCFA Incident Commander and/or the OCFA EMT -Paramedic in charge of the patient(s) and/or incident; 20.32.3 Fully cooperate with and abide by the instructions of the OCFA Incident Commander and/or the OCFA EMT -Paramedic in charge of the patient(s) and/or incident; 20.3.2.4 Place their apparatus and equipment at the scene in a safe location oras deemed appropriate by the OCFA Incident Commander and shall be mindful of the need for safe operations, including the avoidance of exhaust fumes; 14 Agreement Between City of Sart Juan Capistrano and Doctor's Ambulance For Provision of Fire/EMS Emergency Ambulance Transportation and Related Services within EOA No. 19 643127,1 20.3.2.5 Not interfere with or assist OCFA personnel in any fire fighting or emergency rescue operation; 20.3.2.6 Request a secondary ambulance and/or Contractor field supervisor immediately upon determining that their unit has suffered a mechanical failure or is or may become disabled, or upon the request of an OCFA Incident Commander, and must likewise immediately inform the OCFA Incident Commander of any mechanical failures; and, 20.3.2.7 Be aware that safety is the responsibility of all personnel on scene; ambulance personnel shall not enter or operate in unsafe environments. 20.4 Disaster Assistance 20.4.1 During 'a disaster, declared locally or in a neighboring jurisdiction, strict application of the performance standards set forth in the Contract Documents may be temporarily suspended by OCFA in order to provide an appropriate response. While disaster coordination shall be provided by OCFA, Contractor shall be actively involved in the planning and response to any declared disaster. Upon notification of a disaster by OCFA, Contractor shall immediately commit any and all available resources and assist OCFA in accordance with disaster plans and protocols applicable in the locality where the disaster has occurred. In the event of a disaster, the following shall apply: 20.4.1.1 During such periods; Contractor shall be released from the response time .requirements until notified by the OCFA Duty Officer that disaster assistance is no longer needed; 20.4.1.2 When disaster assistance is no longer needed, Contractor shall resume performance pursuant to the Agreement as quickly as is practical considering personnel exhaustion, medical supply restocking needs, and other relevant considerations; 20.4,1.3 While performing disaster assistance, Contractor shall provide supervisory assistance at the command post or emergency operations center as requested and shall use best efforts to provide local emergency coverage; Contractor shall also suspend non -emergency transport services as necessary, informing persons requesting non -emergency transport of the reason for the temporary suspension; 20.4.1.4 During the course of a disaster, OCFA shall work with Contractor to utilize mutual aid providers who are authorized to perform such services within the County to meet the service demands of the disaster; and, 20.4.1.5 Contractor's supervisory personnel shall complete, or show proof of completion, incident command training, hazardous materials training, and supervisory training in cooperation with OCFA. 15 Agreement Between City of San Juan Capistrano and Doctor's Ambulance For Provision of Fire/EMS Emergency Ambulance Transportation and Related services Within EOA No. 19 643127 1 20.5 Standard of Performance 20.5.1 Contractor shall perform all work and services pursuant to this Agreement in a skillful and workmanlike manner, and consistent with the standards generally recognized as being employed by professionals in the private, emergency ambulance transportation field in the State of California. Contractor hereby warrants and represents that it is skilled in the professional calling necessary to perform all work and services under the Agreement. Contractor hereby further warrants and represents that all of its employees and authorized subcontractors shall have sufficient skill and experience to perform the work and services assigned to them under the Agreement. Finally, Contractor hereby warrants and represents that it, its employees, and authorized subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the work and services under the Agreement, and that such licenses and approvals shall be maintained at all tunes throughout the term of the Agreement. 20.5 General Provisions 20.6.1 Return of OCFA Personnel. OCFA provides Advanced Life Support ("ALS") services from a variety of delivery platforms, including engine and truck companies. In cases where OCFA personnel accompany patients in the ambulance en route to hospitals or to other receiving facilities, and the OCFA ALS unit does not follow-up to the hospital/receiving facility, Contractor shall return those OCFA personnel to their assigned fire station(s) within thirty (30) minutes from the conclusion of the run. The conclusion of the run is defined as the moment when the patient has been transferred into the care of hospital/medical staff, the ambulance crew has completed all required documentation, and the ambulance has been restocked and is ready to be placed back in service. At the conclusion of the run, the ambulance crew is to advise the accompanying OCFA personnel that they are ready to return them to their station. If while returning OCFA personnel to their station, the ambulance receives another emergency call, the ambulance may accept that call for service and take those returning OCFA personnel to the new call at the discretion of the OCFA personnel on board. 20.6.2 911 Calls for Service%lt. Contractor shall immediately refer to OCFA any and all incoming calls for 911-Fire/EMS emergency ambulance service that are made by any person directly to a Contractor's ambulance dispatch center or business office. 20.6.3 Performance_. The most important aspect of this Agreement is that it stresses "performance," Contractor shall demonstrate a continuous effort to detect and correct service level performance deficiencies, as determined by OCFA, and to continuously upgrade the performance and reliability of the EMS transportation system within the Subject EOA. Contractor's clinical and response time performance shall be extremely reliable, with equipment failure and human error held to an absolute minimum through constant attention to performance, protocol, procedure, performance auditing, proper management oversight, employee training and continuing education. 20.6.4 Conjjict of Interest. Contractor hereby warrants and represents that it is not, and will not be, violating either directly or indirectly any conflict of interest statute, rule, or regulation by its performance of services under this Agreement. 16 Agreement Between City of San Juan Capistrano and Doctor's Ambulance For Provision of Fire/EMS Emergency Ambulance Transportation and Related Services Within EQA No. 19 643127.1 20.6.5 Co mplaints. Contractor shall immediately notify OCFA in writing of any complaints, inquiries, or investigations initiated by OCEMS, the California Emergency Medical Services Authority, and/or any other federal, state, or local regulatory agency regarding Contractor services performed pursuant to this Agreement, including but not limited to: level of service; service delivery; service quality; billing practices; medical training and/or care; and personnel. Nothing in this Agreement shall be construed as superseding the authority of OCEMS or any other drily empowered regulatory agency from separately and/or concurrently exercising its authority to provide regulatory oversight and to take action to ensure that Contractor's private, emergency ambulance response services are administered according to law. 20.6.6 Traffic. Si nal o�tion. Contractor shall be required to purchase, install, and maintain, at its sole cost and expense, City or OCFA-approved traffic signal preemption and security gate access devices/equipment on all ambulances serving the Subject EOA, if required. 20.6.7 LUPAA Cowliance .Plan. Effective April 14, 2003, or such other implementation date established by law, to the extent that the parties have a "business associate" relationship, the parties shall carry out their obligations under this Agreement in compliance with the privacy regulations published at 65 Federal Register 82462 (December 28, 2000) (the "Privacy Regulations") pursuant to Public Law 104-191 of August 21, 1996, known as the Health Insurance Portability and Accountability Act of 1996, Subtitle F — Administrative Simplification, Sections 261, et seq., as amended ("HIPAA"), to protect the privacy of any personally identifiable, protected health information ("PHI") that is collected, processed or learned as a result of the services provided pursuant to the contract. Inconformity therewith, both parties agree that they shall: 20.6.7.1 Not use or further disclose PINI except: (i) as permitted under the Agreement (that is, for the purpose of maintaining accurate records of the services provided pursuant to the Agreement and for the billing of such services to patients, guarantors, insurers, carriers or other responsible parties; the issuance of reports to the other party pertaining to same; and related administrative functions pertaining to these activities); (ii) as required for the proper management and administration of ALS and BLS in their capacity as HIPAA "Business Associates" of each ether; or (iii) as required by law; 20.6.7.2 Use appropriate safeguards to prevent use or disclosure of PHI except as permitted by the Agreement; 20.6.7.3 Report to each other any use or disclosure of PHI not provided for by the contract of which a party becomes aware; 20.6.7.4 Ensure that any agents or subcontractors to whom either party provides PHI, or who have access to PHI, agree to the same restrictions and conditions that apply to both parties with respect to such PHI; 20.6.7.5 Make PHI available to the individual who has a right of access as required under HIPAA; 17 Agreement Between City of San Juan Capistrano and Doctor's Ambulance For Provision of Fire/EMS Emergency Ambulance Transportation and Related Services Within EOA No. 19 643127.1 20.6.7.6 Make available for amendment and incorporate any amendments to PHI when notified to do so by either party; 20.6.7.7 Make available to either party the information required to provide an accounting of the disclosures of PHI made by the one party on the other party's behalf, provided such disclosures are of the type for which an accounting must be made under the Privacy Regulations; 20.6.7.8 Make their internal practices, books and records relating to the use and disclosure of PHI available to the Secretary of the Department of Health and Human Services for purposes of determining either party's compliance with HIPAA and the Privacy Regulations; and 20.6.7.9 Upon termination of the Agreement, return or destroy all PHI received from, or created or received by one party on behalf of the other party. In the event the return or destruction of such PHI is infeasible, both parties' obligations under this Section shall continue in full force and effect so long as either party possesses any PHI, notwithstanding the termination of the Agreement for any reason. 20.6.8 MedicarelMedi -Cal Participation. Contractor hereby warrants and represents that it is an enrolled provider in good standing in the Medicare and Medi -Cal programs and is not the subject of any pending actions, investigations, or prosecutions, whether civil, criminal, or administrative, relating to its billing or reimbursement practices, and that Contractor shall not employ or utilize individuals for the performance of services hereunder who have been excluded from any state or federal health care program, Contractor further warrants and represents that: (i) it is not currently excluded, or threatened with exclusion, from participating in any federal or state funded health care program, including but not limited to Medicare and Medi -Cal, and (ii) it has never been excluded by any of the aforementioned programs. Contractor shall promptly notify OCFA and City of any imposed exclusions or sanctions covered by this warranty, and City reserves the right to terminate the Agreement upon receipt of such notice. 20.7 External Medical Quality Control 20.7.1 The OCEMS Medical Director, or his designee(s), has both the authority and responsibility to routinely establish and monitor private, emergency ambulance system performance, including but not limited to: ambulance equipment standards; medical protocols; personnel standards; training standards; medical dispatch procedures; first responder practices and training; medical control; and to effect corrective and disciplinary action as necessary. 20.7.2 Contractor shall fully comply with all federal, state, and local medical standards, protocols, and rules and regulations applicable to the provision of private, emergency BLS ambulance transportation, including those established by OCEMS. Contractor shall at all times during the term of this Agreement fully cooperate with the OCEMS Program Manager and the OCEMS Medical Director in the monitoring, regulation, management, oversight, and administration of the County EMS system. l8 Agreement Between City of San Juan Capistrano and Doctor's Ambulance For Provision of Fire/EMS Emergency Ambulance Transportation and Related Services Within EOA No. 19 643127.1 21..0 PERSONNEL 21..1 Personnel Requirements 21.1.1 E Mployee ferformance. Contractor shall employ only competent and trained personnel, and shall provide a sufficient number of employees to perform the services provided under the Contract Documents. Each Contractor must comply with the following personnel requirements: 21.1. L l All Contractor employees and ambulance personnel shall be sufficiently trained and capable to ensure the safe and proper discharge of their service responsibilities; 21.1.1.2 All Contractor ambulance personnel must possess valid California Driver's Licenses in the proper class, including any required certifications, and must be compliant with all relevant provisions of the California Vehicle Code, Health and Safety Code, and all other laws applicable to private, emergency ambulance response personnel. 21.1.2 Employee Drug .Prozr4m. Contractor shall have an employee alcohol and drug program that includes at a minimum, an alcohol and drug free workplace policy, and an employee alcohoUdrug-testing program that complies with the U.S. Department of Transportation requirements to the extent allowed by law, including random alcohol and drug testing. Any Contractor employee found working under the influence of alcohol or drugs shall be immediately removed from performing any further duties under this Agreement. The alcohol and drug program shall meet the following requirements: 21.1.2.1 A contract with a program administrator and authorized lab certified by the U.S. Department of Transportation; and 21.1.2.2. Procedures and components substantially as in Part 40 of Title 49 of the Code of Federal Regulations for pre-employment; and 21.1.2.3 Procedures and components substantially as in Part 382 of Title 49 of the Code of Federal Regulations for rehabilitation, return -to -duty and follow up testing; and 21.1.2.4 Procedures and components for random testing following U.S. Department of Transportation guidelines, and additional tests as required following accidents, rehabilitation, return -to -service, and other circumstances providing reasonable suspicion to test; and 21.1.2.5 Upon request by the OCFA EMS Section Battalion Chief, yearly reports of the random testing component shall be filed by the program administrator, in redacted form concealing employee identifiable information, with OCFA; and 21.1.2.6 Contractor and program administrator's alcohol and drug program records shall be made available, in redacted form concealing individual employee identities, to OCFA upon request; and 19 Agreement Between City of San Juan Capistrano and Doctor's Ambulance For Provision of Fire/EMS Emergency Ambulance Transportation and Related Services Within FOA No. 19 643127 t 21.1.2.7 Contractor employees must show a valid California driver's license at the time and place of testing; and 21.1.2.8 All test results are kept confidential except that OCFA is authorized to receive copies, in redacted form concealing individual employee identities, for its administrative purposes, and except as otherwise authorized or required by law. 21.1.3 DM V Em to Ler .full Notice Program. Contractor shall participate in the California Department of Motor Vehicles (DMV) Employer Pull Notice Program at all times throughout the term of the Agreement. 21.1.4 C'ri minal Background Checks. Contractor shall not employ in the performance of services pursuant to the Agreement any EMT or ambulance personnel or employee convicted of or having pled nolo contendere to a crime involving a stolen vehicle, stolen property, violence, drags or moral turpitude, fraud, or misdemeanor or felony driving while under the influence of alcohol or drugs. If any Contractor employee is charged with any of the above -listed crimes, Contractor shall immediately suspend that employee from performing any further duties under the Agreement pending the outcome of the criminal case. It shall be the responsibility of Contractor to ensure that criminal background checks are performed on all Contractor employees prior their assignment of any duties within the Subject EOA under the Agreement. 21.1.5 Unt arms and Decorum. Contractor employees shall maintain acceptable standards of dress, including the wearing of Contractor -issued uniforms, and cleanliness while on duty in the community and must at all times conduct themselves in a professional manner. 21.1.6 Cooperation. All Contractor employees shall fully cooperate with and abide by the instructions of OCFA personnel while on scene at an emergency incident. 21.1.7 E mployee Ineligiliilit If any Contractor employee becomes ineligible to provide services under the Agreement, Contractor shall immediately notify the OCFA EMS Section Battalion Chief in writing of such ineligibility and the reason(s) therefore. 21..1.8 Co xn liance with Laws. Contractor shall ensure that all of its employees and ambulances that are used in the performance of services under the Agreement are at all times during the term of the Agreement in full compliance with all federal, state, and local laws, rules, statutes, and regulations, including but not limited to: the California Vehicle Code, the California Health & Safety Code; Orange County Ordinance No. 3517; applicable City ambulance ordinances; and any and all applicable OCEMS or State EMS Authority policies, standards, procedures, regulations, and/or protocols. All Contractor employees shall have in their possession, at all times while on duty, applicable licenses, certifications, and/or permits, as may be required by the agencies and authorities listed herein. 21.1.9 Licensi lldenii lcation . All Contractor emergency response personnel assigned to perform services under the Agreement shall furnish to any OCFA personnel, upon request, any required licenses, certifications, and/or permits, including proper identification, for purposes of 20 Agreement Between City of San Juan Capistrano and Doctor's Ambulance For Provision of Fire/EMS Emergency Ambulance Transportation and Related Services Witbin EOA No. 19 643127 1 verifying validity, ensuring compliance with licensing, certification, and permitting requirements, and for the proper reporting of employee performance -related issues to Contractor. 21.1.10 Joint TrainiMg Exercises. The OCFA EMS Section Battalion Chief may request Contractor to participate, at its sole cost and expense, in emergency response joint training exercises to improve the capability and coordination of both OCFA and Contractor's response to a given.emergency or disaster, Such training shall be scheduled and mutually coordinated by the OCFA EMS Section Battalion Chief and Contractor. Such training shall not exceed twenty (20) hours per year per EOA. Any additional ' training that may be deemed necessary by OCFA shall be attended by Contractor's personnel upon reasonable notice and at the sole cost and expense of Contractor. Such additional training may include, but is not limited to, mass casualty, weapons of mass destruction, and/or other emergency response training. 21.1.11 Employee Training Records. Contractor shall promptly make available to the OCFA EMS Battalion Chief, upon request, any and all Contractor personnel training records for those employees who perform any duties or services under the Agreement; 21.1.12 Professionalism, All Contractor employees shall perform the duties, obligations, and services required under the Agreement in an ethical, professional, and orderly manner and shall endeavor at all times to obtain and keep the confidence of the public. Contractor employee performance of all terms and conditions contained in the Contract Documents shall be monitored, maintained, and enforced at all times during the term of the Agreement by the OCFA EMS Section Battalion Chief. 21.1.13 Management Oversight. Contractor shall utilize management practices that ensure that its emergency response personnel working extended shifts, part-time jobs, voluntary overtime, or mandatory overtime are not exhausted, overworked, or exhibiting impaired judgment or motor skills while performing any duties or services under the Agreement. 21.1.11 Employee Removal. At the request of the OCFA EMS Section Battalion Chief, and based on a demonstrated pattern of either poor performance or service -related complaints, as determined by the OCFA EMS Section Battalion Chief, Contractor shall immediately remove certain personnel from performing further services or duties under the Agreement. 21.2 Independent Contractor 21.2.1 Neither OCFA, City, or County, or any of their officers, elected officials, agents, representatives, or employees shall have any control whatsoever over the conduct of Contractor's employees, except as set forth in the Agreement. Contractor shall not represent that either it or its agents or employees or officers are in any manner agents or employees of County, City, or OCFA, it being understood that Contractor, its agents, employees, and officers are as to County, City, and OCFA wholly independent contractors and that Contractor's obligations to City and OCFA are solely those that are set forth by this Agreement. Contractor hereby further acknowledges and agrees that City, County, and OCFA shall have no responsibility whatsoever for salary, health benefits, retirement benefits, taxes, or any other benefits of any kind that may be due to Contractor's employees. 21 Agreement Between City of San 3uan Capistrano and Doctor's Ambulance For Provision of Fire/EMS Emergency Ambulance Transportation and Related Services Within EOA No. 19 643127.1 22.0 RATES FOR AMBULANCE SERVICE 22.1 BLS and ALS Service Rates 22. 1.1 Maxim um BLS Service Rate. The Orange County Board of Supervisors establishes the maximum Basic Life Support ("BLS") service rate ("BLS Service Rate") that may be charged by Contractor to its patients for the provision of emergency ambulance transportation services. Contractor shall not charge more than the maximum BLS Service Rate approved by the Orange County Board of Supervisors for each BLS patient transport. BLS means the same as is defined in the EMS Act. The BLS Service Rate is reviewed annually by OCEMS, which makes rate adjustment recommendations to the Board of Supervisors. As such, the maximum approved BLS Service Rate is subject to change at any time during the contract term. The maximum BLS Service Rate (as of July 1, 2008) is as follows: Type of Chane Maximum Rate BLS Service Rate $671.75 per BLS transport 22.1.2 Maxim um ALS Service Rate. The OCFA Board of Directors establishes the maximum Advanced Life Support („ALS") service rate ("ALS Service Rate") that may be charged by Contractor for OCFA-provided emergency ALS services to patients transported either ALS or BLS, subject to approval by the Orange County Board of Supervisors. For those calls for service in which ALS services are provided by OCFA to patients that are transported either ALS or BLS, Contractor shall be responsible for charging and collecting the ALS Service Rate, in addition to Contractor's BLS Service Rate. Contractor shall not charge more than the maximum ALS. Service Rate approved by the OCFA Board of Directors. ALS means the same as is defined in the EMS Act, The ALS Service Rate is reviewed annually by OCFA. The maximum approved ALS Service Rate is subject to the same annual percentage adjustment increase as the County's emergency BLS base rate increase, if any. The approved maximum ALS Service Rate (as of July 1, 2008) is as follows: Type of Chane Maximum Rate ALS Service Rate $355.75 per ALS service w/transport 22.1.3 ALS Reimbursement Rate. The OCFA Board of Directors establishes the OCFA ALS reimbursement rate ("ALS Reimbursement Rate"), which Contractor shall pay OCFA for ALS services provided to patients that are transported either ALS or BLS in order to cover OCFA's costs for providing such services. Contractor shall pay OCFA the established ALS Reimbursement Rate for each call for service in which OCFA provides ALS services to patients that are transported either ALS or BLS. 22.1.3.1 Medicare Patients. The ALS Reimbursement Rate for Medicare patients, including patients covered under Medi -Medi or Medicare -Choice plans (e.g., Secure Horizons) that use Medicare rates as a basis for payment in full, is based on the Medicare allowed amounts for each Contractor. The ALS Increment is defined as the difference between the Medicare 22 Agreement Between City of San Juan Capistrano and Doctor's Ambulance For Provision of Fire/EMS Emergency Ambulance Transportation and Related Services Within EOA No. 19 643127 1 allowed amount for a given ALS service (i.e., ALS -113 or ALS -2) and the Medicare allowed amount for BLS emergency services, prior to the 20% co -payment deduction. 22.1.3.1.1 ALS -I Emergency Services, The ALS Reimbursement Rate for ALS -1 emergency transports and ALS -1 emergency assessments with BLS transports for Medicare patients, including patients covered under Medi -Medi or Medicare+Choice plans (e.g., Secure Horizons) that use Medicare rates as a basis for payment in full, is the ALS Increment, which is the difference between the Medicare allowed amount for ALS -1 emergency services and the Medicare allowed amount for BLS emergency services for a given Contractor, prior to the 20% co -payment deduction. 22.1.3.1.2 ALS -2 Services. The ALS Reimbursement Rate for ALS - 2 services for Medicare patients, including patients covered under Medi -Medi or Medicare+Choice plans (e.g., Secure Horizons) that use Medicare rates as a basis for payment in full, is the ALS Increment, which is the difference between the Medicare allowed amount for ALS -2 services and the Medicare allowed amount for BLS emergency services for a given Contractor, prior to the 20% co- payment deduction. 22.1.3.2 _Annual Adjustments. The ALS Reimbursement Rate is reviewed annually by OCFA. The ALS Reimbursement Rate payable to OCFA by Contractor for all ALS services provided to patients, excluding Medicare patients and patients covered under Medi -Medi or Medicare + Choice plans (e.g., Secure Horizons) that use Medicare rates as a basis for payment in full, is subject to the same annual percentage adjustment increase as the County's emergency BLS base rate increase, if any. 22.1.3.3 ALS Reimbursement Rate. As of July 1, 2008, the approved ALS Reimbursement Rate is as follows: Type of Chane 1. ALS Reimbursement Rate Amount $252.00 per transport w/ALS services 2. ALS Reimbursement Rate for Medicare patients or patients with Medi -Medi or Medicare+Choice plans ALS -IE or ALS -2 Increment 22.1.4 Medical SupplE Reimbursement Rate. The OCFA Board of Directors establishes the medical supply reimbursement rate ("Medical Supply Reimbursement Rate"), which Contractor shall pay OCFA per BLS/ALS transport. Contractor shall pay OCFA the Medical Supply Reimbursement Rate for each BLS/ALS patient transport to cover OCFA's costs for providing expendable medical supplies to Contractor. The Medical Supply Reimbursement Rate is reviewed annually by OCFA. The Medical Supply Reimbursement Rate is subject to the same annual percentage adjustment increase as the County's emergency BLS base rate increase, if any. As of July 1, 2008, the Medical Supply Reimbursement Rate shall be as follows: 23 Agreement Between City of San Juan Capistrano and Doctor's Ambulance For Provision of Fire/EMS Emergency Ambulance Transportation and Related Services Within EOA No. 19 643127. i Type of Charge Amount Medical Supply Reimbursement Rate $28.15 per transport (BLS/ALS) 22.1.5 Zero PaE Patients. OCFA will not require Contractor to pay the established ALS Reimbursement Rate or Medical Supply Reimbursement Rate (nor any portion thereof) for "zero pay patients." "Zero pay patients" are those calls for service to patients whose only method of healthcare coverage or insurance is provided by a state or local subsidized health care program (i.e., patients receiving health care benefits pursuant to any one of the following state or local subsidized health care programs: (a) Medi -Cal; (b) CalOptima; (c) California Child Services ("CCS"); and/or (d) County Medical Services for the Indigent ("County/MSI")). Patients who have other means of payment or who are covered by additional or supplemental insurers, other than subsidized health care programs, are not "zero pay patients." Contractor may seek relief from making the required reimbursement payments to OCFA by applying for a Zero Pay Patient Exemption, as provided below. 22.1.6 Risk of 1NonPa meat. Except as provided otherwise herein, Contractor assumes the entire risk of non-payment for any and all of the services rendered and the charges incurred, in connection with its performance under the Agreement, including all BLS and ALS charges incurred, as well as all ALS reimbursements and medical supply reimbursements regardless of whether Contractor receives payment for services from any source. 22.1.7 Medicare Patients. Contractor shall not charge Medicare patients more than the maximum Medicare rate. 22.2 Billing, Audit and Access to Records 22.2.1 Billi nkSystem. Contractor shall only bill for services according to the approved service rates and schedules set forth in the Contract Documents and as authorized by OCEMS, with no additional fees or charges imposed unless approved in writing in advance by the OCFA Fire Chief and/or the awarding agency, if applicable. Prior to the Effective Date, Contractor shall establish an auditable billing system approved by OCFA, which shall be available for review by OCFA on a periodic basis. Contractor's patient billing/records system shall be organized so that search and retrieval of all billing records can readily be made by OCFA according to the following individual criteria: Patient Name ALS 911 Calls BLS ALS Assessment/BLS Transport Day/Month/Year BLS Transport ALS Transport OCFA Incident No. 22.2.2 Accounting. Contractor shall maintain accurate and complete records of all patient accounting, including but not limited to: (i) all patient invoices, (ii) all patient/insurer payments; (iii) all BLS service charges; (iv) all ALS service charges; (v) all ALS reimbursement payments; (vi) all medical supply reimbursements; (vii) all invoices, payments, and correspondence to 24 Agreement Between City of San Juan Capistrano and Doctor's Ambulance For Provision of Fire/EMS Emergency Ambulance Transportation and Related Services Within EOA No. 19 643121.1 and from private insurers, federal or state health care programs, and other responsible third parties; and (viii) all records evidencing payments made by Contractors to OCFA in connection with its performance under the Agreement. Such accounting shall be performed by Contractor in accordance with generally accepted accounting principles and practices consistently applied. OCFA shall have access to such records and information upon seventy-two (72) hours advanced written notice at all times during normal business hours for the purpose of inspection, audit, review, evaluation, and duplication. Contractor shall, at no cost to OCFA, provide proper facilities for OCFA's access, inspection, audit, review, evaluation., and duplication of such information. 22.2.3 Responsibility or Submission -of Claims. Contractor shall be responsible for submitting claims for services provided hereunder, and .may utilize the services of a third party billing agent for this purpose. In the event that a third party billing agent is used, Contractor shall inform the billing agent of the provisions of the Contract Documents. Contractor shall be responsible to bill for all transports in which ALS services are rendered, specifically including the performance of ALS assessments as defined in 42 C.F.R. §414.605, in accordance with applicable Medicare guidelines for the level of service provided. 22.2.3.1 Submission of Claims. For services provided pursuant to the contract, Contractor shall submit one claim covering both ALS and BLS services to the appropriate carrier or payer utilizing Contractor's provider number. In no event shall more than one claim per trip be submitted where not permitted by law. 22.2.3.2 Sharing of Information and Documentation and Respect of Privacy. Contractor shall permit access by OCFA to Contractor's respective books and records as they relate to billing and reimbursement for services hereunder. Contractor shall share all patient care and billing information necessary to properly submit Medicare claims, including patient care reports and billing slips. Contractor shall within thirty (30) days of receiving any requests for information or documents from the patient, the Centers for Medicare and Medicaid Services (CMS) (formerly HCFA) or its authorized carrier or intermediary, other payment source, or other state or federal agency with oversight of the billing and patient care practices of the parties pursuant to the contract, make available to OCFA any and all such records requested. All information or documents exchanged between the parties related to personal health information of a patient shall be exchanged in compliance with all privacy laws and rules, including the privacy rule established under the Health Insurance Portability and Accountability Act (HIPAA). Both parties will agree to maintain policies to protect the confidentiality of patient information to the extent required by law and to educate and enforce such policies with their respective personnel. 22.2.4 Medicare Audits. In the event that Contractor is obligated to repay any amounts, related to ALS billed services or medical supplies, to Medicare or other carrier pursuant to a post -payment audit, OCFA shall repay Contractor the ALS Reimbursement Rate or Medical Supply Reimbursement Rate, as applicable, on those claims for which payment is recouped by Medicare or other carrier. However, OCFA will only be responsible for repaying the Contractor in two situations: when a claim is downgraded by the Medicare contractor from an ALS -1E call to a BLS emergency call, or from an ALS -2 to an ALS -IE call. In these situations, OCFA will only repay the Contractor an amount equal to the total ALS Increment (i.e., when a call is downgraded from ALS to BLS) or a 25 Agreement Between City of San Juan Capistrano and Doctor's Ambulance For Provision of Fire/EMS Emergency Ambulance Transportation and Related Services Within EOA No. 19 643127.1 portion of the ALS Increment, which is the difference between the ALS Increment of an ALS -2 services and the ALS Increment of an ALS -1E service (i.e., when a call is downgraded from an ALS -2 to an ALS -1E). The Contractor shall supply documentation supporting the overpayment demand by the Medicare Contractor prior to any OCFA repayment. 22.3 Contractor Monthl Pa ment 22.3.1 Monthly Payments to OCFA. All ALS reimbursements and medical supply reimbursements, as required in this Section, (hereinafter referred to as "Monthly Payments") shall be promptly paid by Contractor to OCFA beginning ninety (90) days from September 1, 2009, and such payments shall continue to be promptly remitted by Contractor to OCFA thereafter within ninety (90) days after the first day of each month throughout the contract term. Zero Pay Patient Exemptions may be requested by Contractor for each qualifying call by following the procedures below. A penalty of $500 may be imposed for each late payment. If Contractor's monthly payments are sixty (60) days late (or more), Contractor may be assessed a 1 %z% late fee for each month that payments are not made. Failure to make timely Monthly Payments may be deemed breach of contract. 22.3.2 Zero Par' Patient Exemption Requests. Contractor shall submit to OCFA for approval all Zero Pay Patient Exemption requests and all documentation justifying each request. Zero Pay Patient Exemption requests shall be submitted by Contractor with its monthly ALS reimbursement and medical supply reimbursement payments for the month in which the exemption is requested and must be reflected as a credit on the current Monthly Payment remittance. Requests for exemptions outside the current monthly payment period will not be considered, except as provided herein. Each Zero Pay Patient Exemption will be evaluated and either granted or denied at the sole discretion of the OCFA EMS Section Battalion Chief. Contractor shall be notified in writing by the OCFA EMS Section Battalion Chief if any exemption request will be denied within thirty (30) days of receipt of the request. The decision may be appealed by the Contractor to the OCFA Fire Chief, whose decision shall be final. In the event a Zero Pay Patient Exemption request is denied, Contractor shall adjust its next Monthly Payment remittance for the amount of the credit denied. Exemption requests for "Retro Credits" must be made within the month the Contractor receives notification of the retroactive enrollment in a qualified zero pay patient program. 2233 Monthly Pca„yww gport. Contractor shall submit a Monthly Payment Report (in electronic format) to the OCFA Accounts Receivable Section along with all Monthly Payments. The Monthly Payment Report shall contain the following information: a. EOA number; b. Name of responsible party invoiced per transport; C. Patient name and address; d. Indicate BLS, ALS, or ALS Assessment/BLS Transport; e. Date of call for service; f. OCFA incident number; g. ALS reimbursement amount remitted to OCFA per transport; and, L Medical supply reimbursement amount remitted to OCFA per transport. 26 Agraenent Between City of San Juan Capistrano and Doctor's Ambulance For Provision of Fire/EMS Emergency Ambulance Transportation and Related Services Within EOA No. 19 643127.1 22.3.4 Audit Report, An audit concerning Monthly Payments may be conducted at the sole discretion of OCFA at any time throughout the contract term. If instructed, Contractor shall promptly produce an audit list (in an approved electronic format) to OCTA auditors, which contains the following 'information: a. Name of responsible party invoiced per transport; b. Patient name and address; C. Indicate BLS, ALS, or ALS Assessment/BLS Transport; d. Date of call for service; e. OCFA incident number; f. Amount invoiced per transport; g. Amount recovered per transport; h. Any exemption requests for transports included in the audit sample; and, i. Any other requested relevant information required to perforin an audit. 22.4 Changed Circumstances In the event that unforeseen changes in either the health care industry or laws (federal, state, or local laws, rules, regulations or statutes) seriously affect the Contractors' ability to continue to perforin the services and at the rates required under the Contract Documents, Contractor may petition OCFA and City for a re-evaluation of the level of service and/or established maximum rates or approved Contractor rates, including the maximum ALS Reimbursement Rate and the Medical Supply Reimbursement Rate, as well as the exemption process. Contractor shall be required to provide such proof as necessary to show. that the continuance of the current services; rates; charges, reimbursements, etc, are so economically harmful to Contractor so as to place Contractor in danger of having to default on the contract. This may include requiring Contractor to hire, at its sole cost and expense, an approved independent auditing firm. It shall be at the sole discretion of City whether to agree to any modifications of the Contract Documents. Any agreed upon modification or amendment must be in writing, approved by the OCFA Fire Chief, and signed by the parties, and may be subject to approval by OCEMS and the State EMS Authority. 23.0 BREACH OF CONTRACT 23.1 Breach of Contract In the event of a breach of this Agreement by Contractor, City may, in its sole and absolute discretion, elect to (1) give Contractor an opportunity to cure the breach, or (2) immediately terminate the Agreement, or (3) terminate the Agreement after giving 180 days written notice of its intent to do so, whether or not a breach has occurred. Similarly, in the event of a breach of this Agreement by City, Contractor may in its sole and absolute discretion, elect to give (1) City an opportunity to cure the breach, or (2) immediately terminate the Agreement, or (3) terminate the Agreement after giving 180 days written notice of its intent to do so to OCFA and City, whether or not a breach has occurred. 24.0 PUBLIC SAFEGUARDS AND EMERGENCY TAKEOVER 27 Agreement Between City of San Juan Capistrano and Doctor's Ambulance For Provision of Fire/EMS Emergency Ambulance "transportation and Related Services Within EOA No, 19 6431 27.1 24.1 This Agreement is structured with the objective of protecting public health and safety at all times and to protect the public from any loss of service or loss of life as a result of termination of this Agreement. 24.2 In the event of termination., Contractor shall fully cooperate with and shall immediately assist OCFA, City, and the successor ambulance service operator to effectuate an immediate, efficient, and orderly takeover of all 911-Fire/EMS emergency ambulance services within the Subject EOA so as to ensure that there will be no service interruption to the public. 25.0 CONTRACTOR'S RELIEF UPON TERMINATION 25.1 The provisions of this Section are specifically understood and agreed to by Contractor as being reasonable and necessary in light of the serious public health and safety aspects associated with the provision of services under the Agreement. Any legal action taken by Contractor to challenge either a termination or emergency takeover of this Agreement shall only be initiated by Contractor after the emergency takeover, as provided in Section 24.0 above, has been completed, and shall not under any circumstances whatsoever be allowed to delay the process of takeover by OCTA and City. Contractor's cooperation with, and full support of, such emergency takeover process shall not in any way jeopardize or limit Contractors right to recover damages should a court of competent jurisdiction determine that City wrongfully terminated the Agreement. Contractor hereby specifically waives any right to seek any type of declaratory or equitable relief, including but not limited to a restraining order or injunction, against either the termination or an emergency takeover. 26.0 HOLDOVER PROVISION 26.1 . For purposes of protecting public health and safety, in the event this Agreement is terminated, or if no extension of the Agreement is awarded at the end of the terra of the Agreement, or if Contractor is not awarded a subsequent exclusive operating contract for the Subject EOA upon termination of this Agreement, Contractor hereby agrees to continue providing services under the Agreement until the successor ambulance service operator takes over ambulance service operations and assumes full responsibility for the provision of 911-Fire1EMS emergency ambulance transportation and related services within the Subject EOA. Under such circumstances; Contractor shall serve as a holdover operator until such time as the successor ambulance service operator takes over ambulance service operations and assumes responsibility for the provision of 911-Fire\EMS emergency ambulance transportation and related services within the Subject EOA. In the event County determines that the subject EOA is non-exclusive and permits other ambulance service operators to provide services, Contractor shall cooperate with the implementation thereof and comply with those provisions of this Agreement identified in writing by OCFA. 26.2 City recognizes that if a competing ambulance service operator is awarded an exclusive operating area agreement for the Subject EOA upon termination of this Agreement, Contractor may reasonably begin to prepare for the transition of services to the new provider either prior to the Agreement termination date or during the holdover period described in Section 26.1 above. OCFA and City shall not unreasonably withhold its approval of any Contractor request to begin an orderly transition process, including reasonable plans to relocate Contractor staff, scale down or reduce certain 2& Agreement Between City of San Juan Capistrano and Doctor's Ambulance For Provision of Fire/EMS Emergency Ambulance Transportation and Related Services Within EOA No. 19 643127.1 inventory, supplies, or otherwise, so long as such transition activities and/or reductions do not impair or impede Contractor's ability to perform services under the Agreement and provided such transition activities and/or proposed reductions receive the prior written consent of the OCFA Fire Chief and City. 25.3 In order to protect public health and safety, Contractor hereby agrees to fully cooperate with and to immediately assist OC.FA, City, and the successor ambulance service operator to effectuate a prompt, efficient, and orderly takeover of all 911-Fire/EMS emergency ambulance services within the Subject EOA upon termination of this Agreement, so as to ensure that there will be no service interruption to the public. 27.0 SUCCESSORS 27.1 Each of the terms and conditions of this Agreement shall inure to the benefit of and shall bind, as the case may be, not only the parties hereto, but each and every one of the heirs, executors, administrators, successors, assignees, and legal representatives of the parties. 25.0 INTEGRATION 28.1 This Agreement, including all exhibits attached hereto and incorporated herein by reference, supersedes all previous communications, transactions, and understandings, whether oral or written, and constitutes the sole and entire Agreement between the parties pertaining to the subject matter hereof. No modification or deletion of, or addition to, these terms or conditions is binding on either party unless made in writing and signed by a duly authorized representative of both parties. 29.0 NO WAIVER 29.1 No delay or omission in the exercise of any right or remedy available hereunder shall impair such right or remedy or be construed as a waiver. Any waiver of any breach, default, or condition hereunder must be in writing and shall not be construed as a waiver of any other breach or default concerning the same or any other provision of this Agreement. 29.2 The waiver by City of any breach by Contractor of any of the provisions of this Agreement shall not constitute a continuing waiver or a waiver of any subsequent breach or default by Contractor either of the same or a different provision of this Agreement. 30.0 THIRD PARTY BENEFICIARIES 30.1 The terms of this Agreement are intended to confer benefits only on the parties to this Agreement and to OCFA. No rights of action shall accrue to any other persons or entities under this Agreement. 31..0 EXECUTION OF AGREEMENT 31.1 The person(s) executing this Agreement hereby warrant and represent that the execution of this Agreement and the performance of the terms and conditions of this Agreement have been 29 Agreement Between City of San Juan Capistrano and Doctor's Ambulance For Provision of Fire/EMS Emergency Ambulance Transportation and Related Services within EOA No. 19 643127,1 authorized by all requisite corporate, federal, state, municipal or other entity requirements and that the undersigned have the right, power, legal capacity and authority to execute, to bind Contractor, and to enter into this Agreement. 32.0 NOTICES 32.1 Any notices required or permitted under this Agreement shall be in writing and shall be delivered personally or sent by U.S. Mail, First Class, postage prepaid, return receipt requested, and addressed as follows: Orange County Fire Authority: City of San Juan Capistrano: Herren Enterprises Inc. dba Doctor's Ambulance Service: 33.0 SEVERABILITY Orange County Fire Authority Attn.: EMS Section Battalion Chief One Fire Authority Read Irvine, California 92602 City of San Juan Capistrano Attn.: City Manager 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Herren Enterprises Inc. dba Doctor's Ambulance Service Attn.: Bruce Herren 23091 Terra Drive Laguna Hills, CA, 92653 33.1 If any term or condition of this Agreement, or the application thereof to any person or circumstance, shall to any extent be held by a court of competent jurisdiction to be invalid, void, or otherwise unenforceable, the remainder of this Agreement, or the application thereof to any person or circumstance, shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby. 34.1 Unincorporated service areas are subject to annexation or incorporation at any time as determined by the Orange County Local, Agency Formation Commission ("LAFCO"). The Subject EOA may be changed, adjusted, or redrawn by OCEMS at any time during the term of the Agreement. OCFA has no control over such unanticipated service area and/or jurisdictional changes. This Agreement, if affected by a service area or jurisdictional change imposed by LAFCO, OCEMS, or otherwise, is subject to review, approval, and/or termination by the new governing authority, if any. 30 Agreement Between City of San Juan Capistrano and Doctor's Ambulance For Provision of Fire/EMS Emergency Ambulance Transportation and Related Services within EOA No. 19 643127.1 35.0 AMENDMENT 35.1 No modification, amendment, addition to, deletion, or alteration of the terms of this Agreement, whether written or oral, shall be valid unless made in writing and formally approved and executed by both parties, and approved in writing by the OCFA Fire Chief. 36.0 VENUE 36.1 This Agreement shall be governed and construed in accordance with the laws of the State of California. In the event of any legal action to enforce or interpret this Agreement, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California, and the parties hereto agree to and do hereby submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure section 394. [SIGNATURE PAGE FOLLOWS] 31 Agreernent Between City of San .Tuan Capistrano and Doctor's Ambulance For Provision of Fire/EMS Emergency Ambulance 'transportation and Related Services Within EDA No. 19 643127J SIGNATURE PACE IN WITNESS WHEREOF, the parties hereto have executed this Agreement as follows, to be effective on the Effective Date as set forth above. "CONTRACTOR": HERREN ENTERPRISES INC. a California Corporation dba DOCTOR'S AMBULANCE SERVICE By: Date: 15 iCEO/ ruc W Herren President By: Date: Joe T ' , Interim City Manager of San Juan Capistrano 32 Agreement Between City of San Juan Capistrano and Doctor's Ambulance For Provision of Fire/EMS Emergency Ambulance Transportation and Related Services Within EOA No, 19 642'_9n."_ EXHIBIT "Alf &43 MA 27 6.1 oo: r s � M AND RELATED SERVICES REQUEST FOR PROPOSALS 643127.1 Jim Bailey, Battalion Chief Emergency Medical Services Section Orange County Fire Authority P.O. Bax 57115 Irvine, CA 92619-7115 December 30, 2010 RE: Request for Consent to Transfer of Ambulance Services Agreements Dear Chief bailey: As you know, American Medical Response Ambulance. Service, Inc. ("AMRAS") has entered into an agreement to purchase all of the stock of Herren Enterprises, Inc., dba Doctor's Ambulance ("Doctor's"). Upon completion, this transaction will be deemed a "transfer" under the agreements between Doctor's acid the Orange County Fire Authority ("OCFA") listed below (the "Agreements"). The purpose of this letter is to seek, on behalf of AMRAS and Doctor's, OCFA's approval of the transfer, as required by the Agreements. THE AGREEMENTS AFFECTED The Agreements that will be affected by the transaction between AMRAS and Doctor's are as follows: DLAR-831030A ® Agreement for Provision of Fire/EMS Emergency Ambulance Transportation within Exclusive Operating Area No. 10 -- Irvine and the Adjacent Unincorporated Santa Ana Heights/John Wayne Airport Areas, effective September 1, 2004. 6 Ai ' eernent between the City of San. Juan Capistrano and Herren Enterprises, Inc., dba Doctor's Ambulance Service, Inc. for Provision of Fire/EMS Emergency Ambulance Transportation and. Related Services within Exclusive Operating Area No. 19 (San Juan Capistrano), effective September 1, 2009. Agreement for Provision Fire/EMS Emergency Ambulance Transportation within Exclusive Operating Area No. 23-Tustin/Adjacent Unincorporated Cowan and Lemon Heights Areas, effective September 1, 2004. Agreement for Provision of Fire/EMS Emergency Ambulance Transportation within Exclusive Operating Area No. 28 -- Laguna Hills, effective September 1, 2004, 8808 Balboa Avenue Suite 150, San Diego, CA 92123 Attachment ® Agreement between the City of Rancho Santa Margarita and Herren .Enterprises, Inc. dba Doctor's Ambulance Service, Inc. for Provision of Fire/EMS Emergency Ambulance Transportation and Related Services within Exclusive Operating Area No. 29 (Rancho Santa Margarita), effective August 31, 2009. • Agreement between the City of Laguna Niguel and Herren Enterprises, Inc., dba Doctor's Ambulance Service, Inc., for Provision of Fire/EMS Emergency Ambulance Transportation and Related Services within Exclusive Operating Area No. 30 (Laguna Niguel), effective September 1, 2009. o Agreement for Provision of Fire/EMS Emergency Ambulance Transportation within Operating Area No. 32 — Aliso Viejo -Adjacent Unincorporated Aliso Wood/Aliso Canyon Areas, effective September 1, 2004. • Agreement for Provision of Fire/EMS Emergency Ambulance Transportation and Related Services within Exclusive Operating Area No. 35 -Laguna WoodsTnincorporated Newport Coast/Laguna Wilderness Areas, effective September 1, 2004. • Agreement for Provision of Fire/EMS Emergency Ambulance Transportation within Exclusive Operating Area No. 39 — Dana Point, effective September 1, 2004. • Agreement for Provision of Fire/Emergency Ambulance Transportation and Related Services within Exclusive Operating Area No. 42 -Lake Forest, effective September 1, 2009. The foregoing are collectively referred to herein as the "Agreements". As noted above, the purpose of this letter is to seek written consent to the transfer of the Agreements from OCTA. We are also seeking the consent of the following cities, as "Awarding Agencies," by separate correspondence to those agencies: City of San ,Tuan Capistrano (EOA 19) City of Tustin. (EOA 23) City of Rancho Santa Margarita (EOA 29) City of Laguna Niguel (EOA 30) City of Aliso Viejo (EOA 33) City of Laguna Woods (EOA 35) City of Liana Point (EOA 39) City of Lake Forest (EOA 42) 2 DLMR_831030.1 AMRAS'S QUALIFICATIONS AMRAS is aware that OCl~A has a duty to assure that the transfer will not adversely affect Doctor's ability to perform its obligations under the Agreements. The following information is intended to assist OCFA in making that determination: There mill be no change in senior management. AMRAS does not intend to make any changes in senior management of Doctor's. While Bruce Herren will retire, the management team Mr. Herren handpicked and developed at Doctor's will continue to provide the high level of service the cities and OCFA have experience over prior years. AMRAS has the experience and financial resources to perform the Agreements. AMRAS's parent company, American Medical Response, and its subsidiaries (collectively, ".AMR"), constitute the largest provider of ambulance services in the United States, transporting more than four million patients annually. AMR provides emergency response services on behalf of more than 2,200 communities nationwide and touched a patient every three seconds across the nation. AMR also provides non -emergency transports between health carp; facilities, or from health care facilities to patients' homes, in most of these communities as well as others. AMR's geographic footprint covers 40 states. The company employs approximately 18,500 individuals. AMR is especially strong in Southern California, where it provides services under contract within the counties of San Diego, Riverside, San Bernardino, Los Angeles, Ventura and Santa Barbara, serving 84 communities whose populations comprise more than 18 million people. A list of the cities we serve under our contracts within each county is attached. Our Southern California Region employs 2,659 individuals. AMR provides additional valve to the communities it .serves. In addition to ambulance transportation services, AMR provides the following additional services to the communities we serve.- Clinical erve: Clinical education services ("CES"): Our CES department provides education to the communities we serve by offering programs in cardiopulmonary resuscitation ("CPR" ), first-aid, helmet safety, pediatric Iife support, pre -hospital trauma life support and medical Spanish for EMS providers. Disaster Pre aredriess As a National leader in Disaster Response, AMR is ready to respond to emergency events wherever they might occur across the United States. This means having a team of professionals prepared now and in the future to deploy immediately to wherever local governments and communities need us. Teaming up with Doctor's Ambulance allows Doctor's to call on the depth of resources unparalleled in the nation to the citizens of Orange County in times of disaster. - a DLMR 831030.1 Special events: We provide "standby" ALS and BLS services for private, community and sporting events. A.,URAS meets the qualification criteria previously established by OCTA for ambulance contractors: AMRAS meets the following criteria for EMS providers who contract with OCFA and its member cities: Non-exclusion. AMRAS is currently enrolled and participating in the Medicare and Medi -Cal programs. Neither AMRAS nor any practitioner nor employee who orders or provides services on its behalf has been convicted of any conduct that constitutes grounds for mandatory exclusion, as identified in 42 USC § 1.320 a -7(a). AMRAS is not ineligible to participate in any state or federal government payment program. Re resentation of practices andperformance: AMRAS represents that there has been no finding by a governmental agency that it has engaged in corrupt, fraudulent or illegal practices, or engaged in material substandard performance. Representation on billies: AMRAS represents that it is not the subject of any pending enforcement actions, investigations or prosecutions, whether civil, criminal or administrative, by a government agency relating to its billing or reimbursement practices. In closing, we are extremely excited about entering into a collaborative relationship with OCFA and its member comznun.ities to provide emergency medical services within their jurisdictions. We hope the foregoing provides OCFA with sufficient information to consent to the transfer of the Agreements resulting from the sale of Doctor's Ambulance stock to AMRAS. We would be happy to meet with you or other OCFA or Awarding Agency representatives, or to provide any additional information that may be needed. Thank. you for your assistance and cooperation. Very trniv v€ iir,: American Medical Response San Diego 4 ©LMR_831030.1