HomeMy WebLinkAbout04 DOCTOR'S AMBULANCE TRANSFER OF OWNERSHIP• Agenda Item 4
,`_. ~ AGENDA REPORT Reviewed:
Finance Director N/A
MEETING DATE
TO:
VIA:
FROM:
SUBJECT:
SUMMARY
FEBRUARY 15, 2011
HONORABLE MAYOR AND COUNCIL MEMBERS
DAVID C. BIGGS, CITY MANAGER
SCOTT M. JORDAN, CHIEF OF POLICE
DOCTOR'S AMBULANCE TRANSFER OF OWNERSHIP
This 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/EMS emergency ambulance transportation and related
services.
RECOMMENDATION
Approve the attached Consent to Transfer Agreement with Doctor's and AMR regarding
Exclusive Operating Area #32, encompassing the City of Tustin and the adjacent county
unincorporated areas of Cowan and Lemon Heights.
FISCAL IMPACT
None -The transfer agreement creates no additional financial burden on the City's
General Fund.
BACKGROUND
In 2009, the City renewed its exclusive operating agreement with Doctor's Ambulance
Service to provide 9-1-1 Fire/EMS emergency ambulance transportation and related
services for the City.
On December 16, 2010, Orange County Fire Authority (OCFA) staff was notified that
Herren Enterprises, Inc., operating as Doctor's Ambulance, was in the process of
transferring 100% of its outstanding stock to AMR. OCFA Executive Management and
staff met with Doctor's and AMR representatives to discuss the stock transfer and the
Doctor's Ambulance Transfer of Ownership
February 15, 2011
Page 2
current 9-1-1 Emergency ambulance agreement that states Doctor's 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, if applicable." Since the City of Tustin was the Awarding Agency,
the proposed transfer requires the City's and OCFA's consent.
In summary and with approval and execution of the attached agreement, Doctor's and
AMR warrant and guarantee, that during the term of their agreement 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.
Approved for Forwarding By:
Scott M. Jorda Chief of Police David C. Biggs, City Manager
Doctor's Ambulance Transfer of Ownership
February 15, 2011
Page 3
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 Tustin And Herren Enterprises, Inc.
dba Doctor's Ambulance for Provision of Fire/EMS Emergency Ambulance
Transportation and Related Services within Exclusive Operating Area No.
23 [City of Tustin] dated September 1, 2004; renewed in 2009.
2. Correspondence dated December 30, 2010, from American Medical Response
regarding request for Consent to Transfer Ambulance Service Agreements.
CONSENT TO TRANSFER AGREEMENT
CITY OF TUSTIN
THIS CONSENT TO TRANSFER AGREEMENT ("Consent to Transfer Agreement") is
made and entered into this day of , 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 ("OCFA") and the City of
Tustin, 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 OCFA and Transferor entered into the following agreement
and renewal thereof (collectively referred to herein as the "Agreement"):
Agreement between the City of Tustin and Herren Enterprises, Inc., dba Doctor's
Ambulance Service, Inc. for Provision of Fire/EMS Emergency Ambulance
Transportation and Related Services within Exclusive Operating Aeea No. 23
(City of Tustin and the adjacent county unincorporated areas of Cowan and
Lemon Heights); and
Renewal Agreement for Provision of Fire/EMS Emergency Ambulance
Transportation and Related Services within Exclusive Operating Area No. 23
(A true and correct copy of the Agreement (including the Renewal] 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 Transferor, 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 6y Transferor; and
WHEREAS, City and OCFA are willing to consent to the transfer upon approval and
complete execution of this Consent to Transfer Agreement.
744061.1
NOW THEREFORE, it is mutually understood and agreed by the parties as follows:
1.- Consent of City 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 requirements
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 and shall be subject to the remedies and requirements set forth in the Agreement,
including without Limitation, the remedies and requirements set forth in the Agreement regarding
Terminatian.
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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 Tustin
300 Centennial Way
Tustin, CA 92780
To OCFA: Orange County Fire Authority
Attention: Finance Manager
1 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. Authorit 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 ali parties.
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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 TUSTIN
By; Bate:
ATTEST:
By; Date:
City Clerk
APP D AS TO FORM:
By:
City Attorney
ORANGE COUNTY FIRE AUTHORITY
By:
Keith Richter, Fire Chief
Date: d 2
Date:
AMERICAN MEDICAL RESPONSE AMBULANCE SERVICE, INC.
By:
President
By:
Secretary
744001.1
Date:
Date:
Exhibit A
Agreement between the City of Tustin 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. 23
(City of Tustin); and
Renewal Agreement for Provision of Fire/EMS Emergency Ambulance
Transportation and Related Services within Exclusive Operating Area No. 23
[Attached]
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AGREEMENT BETWEEN
CITY OF TUSTIN
AND
HERREN ENTERPRISES, INC.
(DOCTOR'S AMBULANCE SERVICE)
FOR PROVISION
OF
FIRE/EMS EMERGENCY AMBULANCE TRANSPORTATION
AND RELATED SERVICES
WITHIN EXCLUSIVE OPERATING AREA N0.23
THIS AGREEMENT FOR THE PROVISION OF FIItE/EMS EMERGENCY AMBULANCE
SPORTATION AND RELATED SERVICES (the "Agreement") is made and entered into the ~~ay of
2004 by and between the CITY OF TUSTIN, a California municipal corporation, hereinafter referred
to as "City", and Herren Enterprises, Inc., a California corporation providing basic life support transportation services
and operating as Doctor's Ambulance Service, hereinafter referred to as "Contractor."
RECITALS
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's, 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.
4. The EMS Act accomplishes this integration through what is essentially atwo-tiered system of
regulation. At the state level, the Emergency Medical Services Authority ("EMS Authority") performs a number of
different functions relating: to ae 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 ("OCEMSA"). All Orange County providers of
prehospital emergency medical services are required to operate within the local EMS system developed by OCEMSA.
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Tustin
Fire/EMS Emergency Ambulance Transportation
Exclusive Operating Area Agreement
July 2004
5. The Orange County Board of Supervisors designated OCEMSA as the LEMSA for purposes of
administering the local EMS Plan within the County. The County, however, does not directly regulate ambulance
transport services within cities. Rather, the County allows cities to contract for ambulance services in coordination and
cooperation with the local EMS Plan and OCEMSA. 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 azeas. 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 on behalf of its member agencies.
6. Health and Safety Code §1797.224 authorizes OCEMSA to create exclusive operating azeas 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 OCEMSA. Through
input and recommendation of OCFA, exclusive ambulance service areas have been approved and created by OCEMSA
for all OCFA jurisdictional areas. Only to the extent that OCEMSA 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 andlor its member agencies award ambulance service
contracts by acting under the authority of OCEMSA 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, 2004. Since the last exclusive operating azea contracts were awarded, OCEMSA has redrawn and
consolidated several exclusive operating areas within OCFA jurisdictional areas. Currently, there aze nineteen (19)
exclusive operating azeas within the OCFA jurisdictional area. Exclusive Operating Area No. 23 is more particularly
described as Tustin and the adjacent unincorporated Cowan and Lemon Heights Areas and is depicted in Exhibit "A,"
which is attached hereto and incorporated herein by reference (hereinafter referred to as the "Subject EOA").
8. City desires to designate Contractor and Contractor desires to be designated by City, as an independent
contractor, for purposes of providing exclusive 911-Fire/EMS Emergency Ambulance Transportation and Related
Services within the Subject EOA as of September 1, 2004, pursuant to the terms and conditions set forth in this
Agreement.
9. For reference, the Orange County Fire Authority shall hereinafter be referred to as "OCFA." Herren
Enterprises, Inc., a California corporation providing basic life support transportation services and operating as Doctor's
Ambulance Service, which has been selected to provide services within the Subject EOA pursuant to the OCFA 2004
Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals (RFP No. RL972), shall
hereinafter be referred to as the "Contractor." The City of Tustin shall hereinafter be referred to as the "City."
"Awarding Agency" shall hereinafter either refer to the OCFA Board of Directors or, when applicable, the legislative
body that retains emergency ambulance provider contracting and selection authority for the Subject EOA. The County
of Orange shall hereinafter be referred to as the "County."
NOW, THEREFORE, for valuable consideration," receipt of which is hereby aclrnowledged, 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
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Tustin
Fire/EMS Emergency Ambulance Transportation
Exclusive Operating Area Agreement
July 2004
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 tenm 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 Agreement; (2) Amendment
No. 1 to the OCFA 2004 Fire/EMS Emergency Ambulance Transportation and Related Services Request for
Proposals (RFP No. RL972) ("RFP"); and (3), Contractor's signed, original bid proposal for RFP No. RL972
submitted to OCFA ("Bid Proposal"), which shall all be referred to collectively hereinafter as the "Contract
Documents." The RFP and the Contractor's signed, original 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 the Agreement, 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 circumstances beyond the control
of either party require modification or amendment. Any modification or amendment proposed by Contractor
must be submitted in writing to OCFA for consideration. The decision to modify or amend any term or
condition of the Contract Documents shall be at the sole discretion of OCFA and the Awarding Agency, if
applicable. Any agreed upon modification or amendment must be in writing, approved by the OCFA Fire
Chief, and signed by both parties.
5.0 CONTRACT ADMINISTRATION
5.1 The OCFA Fire Chief, or his designee(s), shall be the authorized representative of the City concerning all
matters that pertain to the Agreement. This Agreement shall be administered and enforced by the OCFA Fire
Chief, or his designee(s).
6.0 EFFECTIVE DATE
6.1 The effective date of this Agreement shall be 12:01 a.m., Wednesday, September 1, 2004, ("Effective Date")
at which time Contractor shall assume full responsibility for the provision of all 911-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.
EOA 23 ~
Tustin
Fire/EMS Emergency Ambulance Transportation
Exclusive Operating Area Agreement
July 2004
7.0 TERM
7.1 The term of this Agreement is for an initial five (5) year period, ending on August 31, 2009. This Agreement
shall automatically expire at the end of the initial five (5) year term at midnight on August 31, 2009, unless
extended as provided below.
8.0 EXTENSION
8.1 This Agreement may, at the sole discretion of the OCFA Fire Chief and the Awarding Agency, if applicable,
be extended as provided herein. With mutual written agreement of the parties, this Agreement may be
extended for up to an additional five (5) years (for a possible ten (10) year total contract term). Any
extension(s) granted shall not exceed a total of five (5) years. Successful past performance during the initial
contract period will be a critical factor in any decision to grant an extension(s). The decision to either grant or
deny a contract extension(s) shall be final. At the end of the initial contract term, or contract extension term(s),
if granted, this Agreement shall automatically terminate.
9.0 TERMINATION
9.1 Except as provided otherwise herein, this Agreement may be terminated by either party upon one hundred
eighty (180) days written notice. Contractor shall provide such written notice to both the City and OCFA.
9.2 This Agreement may be cancelled by OCFA and the Awarding Agency, if applicable, at any time during the
initial five (5) year term, or the subsequent term(s) if extended, upon Contractor's material breach of this
Agreement. In the event of termination for cause by OCFA and the Awarding Agency, if applicable,
Contractor may be compensated by responsible parties for those services that have been fully and adequately
completed, rendered, and accepted as of the date of termination. Contractor shall provide documentation
deemed adequate by OCFA to show the services actually completed and rendered by Contractor prior to the
effective date of the termination. Termination of this Agreement for cause may be considered by OCFA and
the Awarding Agency, if applicable, in determining whether to enter into future contracts with Contractor.
9.3 This Agreement may also be terminated without cause upon one hundred eighty (180) days written notice
provided by either party. In the event that OCFA and the Awarding Agency, if applicable, terminate
Contractor's work, Contractor may be entitled to payment, by responsible parties, for services fully and
adequately provided hereunder prior to the effective date of the termination, in accordance with this
Agreement. Contractor shall provide documentation deemed adequate by OCFA to show the services actually
completed by Contractor prior to the effective date of termination.
9.4 In the event this Agreement is terminated, in whole or in part, as provided by this Section, OCFA and the
Awarding Agency, if applicable, may procure, upon such terms and in such manner as it deems appropriate,
services similar to those terminated.
9.5 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.
9.6 In order to protect public health and safety, Contractor hereby agrees to fully cooperate with and to
immediately assist OCFA and the City to effectuate a prompt and orderly takeover of 911-Fire/EMS
emergency ambulance service within the Subject EOA upon tenmination of this Agreement, so as to ensure
that there will be no service interruption to the public.
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Tustin
Fire/EMS Emergency Ambulance Transportation
Exclusive Operating Area Agreement
July 2004
10.0 INSURANCE
10.1 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:
10.1.1 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.
10.1.2 Business Automobile Liability Insurance: with a limit not less than $3,000,000 combined single limit,
per occurrence; $5,000,000 annual aggregate.
10.1.3 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.
10.1.4 Workers' Compensation and Employers' Liability Insurance: meeting statutory limits. Such insurance
shall contain awaiver-of-subrogation clause in favor of OCFA, the City, and the County, their
officers, elected officials, agents, volunteers, and employees.
10.2 All insurance required pursuant to this Section shalt 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 from the State
Compensation Fund. The workers' compensation insurance company shall agree to waive all rights of
subrogation against OCFA, the City, and the County for losses paid under the terms of the policy, which arose
from the work performed by the named insured.
10.3 All insurance policies, except Workers' Compensation and Employers' Liability and Professional Liability,
shall contain the following clauses:
10.3.1 "The City, the 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."
10.3.2 "This insurance shall not be canceled, limited, or allowed to lapse until after thirty (30) days written
notice has been give to the City, the County, and OCFA."
10.4 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 setf-
insurance issued by the Department of Industrial Relations.
10.5 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 material breach of contract, which may result in immediate termination of the Agreement.
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Tustin
FireJEMS Emergency Ambulance Transportation
Exclusive Operating Area Agreement
July 2004
10.6 At any time during the tenor 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.
10.7 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.
10.8 In the event the Agreement is extended at the end of the initial five (5) year term, pursuant to Section 8.1
above, the insurance amounts specified in Sections 10.1.1, 10.1.2, and 10.1.3 may be amended to require
increased insurance coverage in the amount of $5,000,000 combined single limit, per occurrence/$10,000,000
annual aggregate, or otherwise.
11.0 ASSIGNMENT
11.1 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 the Awarding Agency, if applicable. Any such assignment without the prior written
consent of OCFA shall be void and the attempted assignment may constitute a material breach of contract.
11.2 The following shall be considered to be a "transfer" for purposes of this Section:
11.2.1 Any 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;
11.2.2 Bankruptcy, an assignment for the benefit of creditors, or the appointment of a receiver; or
11.2.3 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 the
Awarding Agency, if applicable, 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.
12.0 AUDITS AND INSPECTIONS
12.1 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.
12.2 Facilities/Vehicles. 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,
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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.
13.0 COOPERATION
13.1 Contractor shall fully cooperate with OCFA and the Awarding Agency, if applicable, 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.
14.0 INDEPENDENT CONTRACTOR
14.1 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 employees are not employees of the
City, the County, or OCFA and are not entitled to any of the rights, benefits, or privileges of City, County, or
OCFA employees including, but not limited to, medical, unemployment, or workers' compensation insurance.
15.0 INDEMNIFICATION
15.1 General. Contractor shall defend, indemnify and hold harmless the City, the 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 the City, the County, and OCFA, their
officers, agents, or employees, acting within the scope of their employment, for which the City, the County,
and OCFA agree to defend and indemnify Contractor in a like manner.
15.2 Rates. Contractor shall defend, indemnify and hold harmless the City, the 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.
16.0 COMPLIANCE WITH LAWS
16.1 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.
17.0 RISK
17.1 Notwithstanding any other term or condition herein, in responding to a call for service, Contractor shall have
no claim whatsoever against OCFA, the City, or the County or have any right to recover from OCFA, the City,
or the 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.
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17.2 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 chazges incurred, the ALS reimbursement rate, and/or the
medical supply reimbursement rate, as required herein.
18.0 RESPONSIBILITY
18.1 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, the City, or the County.
19.0 ACTS OR OMISSIONS OF REPRESENTATIVES
19.1 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.
20.0 INSOLVENCY
20.1 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 material breach of contract by Contractor, and all
property assigned by OCFA, the City, and/or the County for safe Gaze shall be immediately "released" to
another assigned service provider, as specified by the OCFA Fire Chief.
21.0 OPERATIONAL STANDARDS, PROCEDURES, & PERFORMANCE REQUIREMENTS
21.1 Emergency Response Communications System
21.1.1 Compliance with Laws. Prior to the Effective Date, Contractor shall provide, install, operate, and
maintain, at its sole cost and expense, an ambulance dispatch center, telephone service, including ring-
down line, 800 MHz mobile radio system, mobile data computer/radio system, personal computer, and
a secondary dispatch response system (hereinafter collectively referred to as "Emergency Response
Communications System") according to the terms, conditions, and requirements contained in this
Section. Contractor's Emergency Response Communications System shall comply with all federal,
state, and local laws, rules, statutes, and regulations, including licensing requirements, concerning the
broadcast of public safety and emergency communications over approved Federal Communications
Commission ("FCC") frequencies at all times during the term of the Agreement.
21.1.2 Communications Requirements. Contractor shall comply with the following requirements
concerning the installation, use, operation, and maintenance of its Emergency Response
Communications System:
21.1.2.1 Prior to the Effective Date, Contractor shall obtain any and all FCC licenses and
authorizations required for the engineering, assembling, installation, use, operation,
and maintenance of the Emergency Response Communications System, which is
necessary to provide emergency ambulance response services under the Agreement;
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21.1.2.2 Contractor shall provide to OCFA documentation describing in detail its operational
design for its Emergency Response Communications System and methods of
dispatching ambulances under the Agreement;
21.1.2.3. Emergency Response Communications System shall be operated and maintained by
Contractor twenty-four (24) hours per day, seven (7) days per week;
21.1.2.4 Contractor's dispatch center must be equipped with an approved secondary,
emergency back-up electrical system to insure uninterrupted twenty-four (24) service;
and,
2 ]..1.2.5 Contractor must provide and maintain, at its sole cost and expense, a dedicated point-
to-point telephone ring-down line between the OCFA Emergency Communications
Center and Contractor's ambulance dispatch center.
21.1.3 800 MHz County-wide Coordinated Communications System. The Orange County Sheriff-
Coroner Department, County of Orange, Communications Division ("OCC"), currently serves as the
central coordination point for the Orange County Emergency Response Communications System. As
such, OCC operates, maintains, administers, and oversees the existing 800 MHz County-wide
Coordinated Communications System, which is the existing communications network that is
responsible for providing emergency response system communications throughout Orange County,
thereby, effectively linking emergency response calls for law enforcement, fire, public works,
lifeguards, and public utilities within Orange County on a shared 800 MHz backbone County-wide
Coordinated Communications System ("800 MHz C.C.C.S."). OCFA is one of many participating and
subscribing agencies to the 800 MHz C.C.C.S. Contractor's Emergency Response Communications
System shall be fully compatible with the 800 MHz C.C.C.S.
21.1.4 CAD Interface. At the discretion of OCFA, Contractor shall establish and maintain a
Computer Aided Dispatch (CAD) interface, or other equivalent electronic data system, that is
compatible with the OCFA Emergency Command Center ("ECC"). This may include, but is not
limited to: hardware; software; and telecommunications lines, which shall meet OCFA specifications.
Contractor shall assume all costs associated with the purchase, installation, implementation, operation,
and maintenance of a CAD interface, or other equivalent electronic data system. Contractor shall be
given six (ti) months to establish and assume operation of a CAD interface, if OCFA determines that
such interface is required at any time during the term of the Agreement.
21.1.5 System Upgrades. As OCFA upgrades its emergency response communications systems with
new or improved technologies, Contractor shall likewise promptly upgrade its Emergency Response
Communications System with comparable and compatible technology, at its sole cost and expense.
21.2 Vehicle Communications
21.2.1 800 MHz Mobile Radio. Contractor shall install and maintain, at its sole cost and expense, an
OCFA approved 800MHz mobile radio in the front passenger area (with a remote head in the rear
patient area) of each ambulance that will be used for patient transport in the performance of services
under the Agreement. The 800MHz mobile radios are to be used by Contractor's EMTs and/or other
ambulance personnel to communicate response status with OCFA dispatch and by OCFA paramedics
to communicate with base and receiving hospitals during patient transport. Contractor shall comply
with the following 800 MHz mobile radio requirements:
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21.2.1.1 Contractor shall obtain all necessary licenses, permits, and/or approvals from OCC
(and any other applicable licensing or permitting agency) to operate and maintain its
800 MHz mobile radios as required herein in conjunction with the 800 MHz C.C.C.S.;
21.2.1.2 Contractor shall comply with all federal, state, and local laws, rules, statutes, and
regulations governing the operation of 800 MHz mobile radios, including compliance
with 800 MHz C.C.C.S. Standard Operating Procedures;
21.2.1.3 Contractor shall ensure that its 800 MHz mobile radios are pre-assigned to a vehicle
with apre-identified radio identifier and are configured to send status and message
data compatible with OCFA SmartNet Information Management System (SINS), and
shall include an OCFA approved and issued Motorola DEKbox with 8 status/message
keys to transmit unit status (e.g., en route, on scene, and available status functions);
OCFA shall configure the SINS system to enable this feature on all Contractor radios
enabled on the 800 MHz C.C.C.S.; and
21.2.1.4 All Contractor 800MHz mobile radios must meet OCFA, OCC, ECC, 800 MHz
C.C.C.S., and OCEMSA specifications and requirements.
21.2.2 Mobile Data Computer System. Contractor shall install and maintain, at its sole cost and expense,
an OCFA approved and issued mobile data radio at Contractor's dispatch center for purposes of
sending and receiving electronic emergency dispatch information, instructions, and call status.
Contractor shall comply with the following mobile data radio system requirements:
21.2.2.1 MDC Radio: Prior to the Effective Date, Contractor shall pay OCFA a one time,
non-refundable communications start-up fee of $3,500, which shall cover the
following: (a) OCFA-issued mobile data radio; (b) OCFA-issued mobile data
application software; (c) mobile data installation; (d) mobile data programming; and
(e) OCFA-issued Motorola DEKbox. All communications equipment issued to
Contractor by OCFA pursuant to this Section shall remain the property of OCFA. The
communications systems described in this Section must be installed and fully
operational prior to the Effective Date. Upon termination of the Agreement, all
OCFA-issued communications equipment must be returned by Contractor to OCFA
within thirty (30) days.
21.2.2.2 Annual MDC Fee: Contractor shall pay OCFA a $250 annual fee for MDC
system operation and maintenance, which shall be due and payable by September 1,
2005 and annually thereafter.
21.2.2.3 Personal Computer: Contractor shall provide, at its sole cost and expense, and as
part of its Emergency Response Communications System, a personal computer having
the following minimum specifications: Intel Pentium 500 MHz or greater; 10.0 GB
Hard Drive; 256 Mb SDRAM; W1N2000 OS; Color display VGA; Com Ports - 1
serial, 1 USB, I Parallel; CD ROM; and, Keyboard -Standard Qwerty 104.
21.2.2.4 Mobile Application Software: Motorola Tx Messenger v3.0 software or greater as
specified by OCFA.
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July 2004
21.3 Service Hours
21.3.1 Service. Contractor shall provide twenty-four (24) hour 911-Fire\EMS Emergency Ambulance
Transportation and Related Services within the Subject EOA, seven (7) days a week throughout the
term of the Agreement.
21.3.2 Field Supervisor. 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.
21.4 Response Times
21.4.1 General Requirements. Contractor shall respond to OCFA's requests for 911-Fire/EMS
emergency ambulance transportation service within the response times set forth in this Section.
Response times shall 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.
21.4.2 Response Time Measurement. Response times shall be measured in full minutes, rounded
upward. For purposes of measuring compliance and for the imposition of any penalties, any partial
minute shall be rounded to the next full minute. For example, a response time of 10:01 or 11:00 is
counted as eleven minutes.
21.4.3 Definition of Geographical Areas & Response Priority Codes. The following geographical areas,
response priority codes, and definitions shall 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 shall advise Contractor in writing when these changes occur):
21.4.3.1 Metro/Urban: Those areas with a population density greater than 100 persons per
square mile;
21.4.3.2 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;
21.4.3.3 Wilderness: Those areas with a population density of less than 7 persons per square
mile. These are generally the areas of the Cleveland National Forest within the County of
Orange, with the exception of incidents on or immediately adjacent to Highway 74;
21.4.3.4 Code 3: Emergency ambulance vehicles responding to an emergency scene or request
for service with red lights and sirens on.
21.4.3.5 Code 2: Emergency ambulance vehicles responding to an emergency scene or request
for service expeditiously, without red lights and sirens on.
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Fire/EMS Emergency Ambulance Transportation
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July 2004
21.4.4 Response Times Required. Contractor shall strictly adhere to the following required response
times at a quarterly compliance rate of ninety percent (90%) in each Code 2 and Code 3 category,
which shall be reported separately:
21.4.4.1 Metro/Urban Requirements:
Code 3-Response time must not exceed ten (10) minutes, zero (0) seconds.
Code 2- Response time must not exceed fifteen (15) minutes, zero (0) seconds.
21.4.4.2 Suburban/Rural Requirements:
Code 3- Response time must not exceed twenty (20} minutes, zero (0) seconds.
Code 2- Response time must not exceed twenty-five (25) minutes, zero (0) seconds.
21.4.4.3 Wilderness Requirements:
Code 3-Response time must not exceed thirty (30) minutes, zero (0) seconds.
Code 2- Response time must not exceed forty (40) minutes, zero (0) seconds.
EOA 23
21.4.5 Response Time Reporting. Contractor shall provide quarterly response time reports to OCFA
("Quarterly Response Time Reports") that contain the response time 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 via a-mail (in a format
approved by the OCFA EMS Section Battalion Chief) by the 10~' day of the month following the end
of the quarter. For example, January, February, March reports are due April 10~'. If the Quarterly
Response Time Reports are not submitted in a timely manner, Contractor may be assessed a $500
penalty per occurence. 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 ommissions may constitute
breach of contract.
21.4.6 Call Cancellation. In the event a call for service is cancelled prior to arrival, the response will be
considered to be within the response time requirement so long as the elapsed time between the call for
service and the cancellation does not exceed the applicable response time requirement. In the event the
elapsed time between the call for service and the cancellation is in excess of the applicable response
time requirement, the call will be considered late.
21.4.7 Quarterly Response Time Report -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 90% 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.
21.4.8 Exemptions 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
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July 2004
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:
21.4.8.1 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;
21.4.8.2 Disasters: Responses to calls for service during an OCFA declared disaster
occurring within an EOA or during a declazed 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;
21.4.8.3 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;
21.4.8.4 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 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;
21.4.8.5 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.
21.4.9 Procedures to Request Response Time Exemption. 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.
21.4.10 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
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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:
21.4.10.1 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;
21.4.10.2 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;
21.4.10.3 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
21.4.10.4 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.
21.4.11 Disciplinary Actions for Failure to Meet Response Time Requirements /Performance Deficiency
21.4.1 l . i 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 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.
21.4.11.2 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:
EoA 23
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July 2004
Quarterly Responses That Are In
Compliance With Response Time
Requirements Per Geographical Area
And Per Response Priori , Code: Penalty Imposed*:
90% or Better None
85%- 89.9% $1,000
80% - 84.9% $2,000
Less than 79.9% $3,000
EOA 23
21.4.11.3
*Note: Penalties are for Code 21Code 3 reported sepazately 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:
21.4.11.2.1 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 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.
21.4.11.2.2 Late Report/Late 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.
Corrective Action Plan. Situations which come to the attention of, or are
reported to, the OCFA EMS Section Battalion Chief and which appear to constitute a
Contractor service or performance deficiency or substantial inadequacy, as determined
by the OCFA EMS Section Battalion Chief, shall be immediately investigated by the
OCFA EMS Section Battalion Chief. An example of such situation may be the
Contractor's failure to achieve at least a 90% response time performance in any single
Code category for a quarterly reporting period. At the discretion of the OCFA EMS
Section Battalion Chief, a Corrective Action Plan may be imposed on the Contractor
to correct identified 'and verified' performance deficiencies and inadequacies. The
OCFA EMS Section Battalion Chief and Contractor's authorized representative shall
meet to develop a written Corrective Action Plan (CAP) within fifteen {15) working
days of the identification and verification of the service or performance deficiency, or
substantial inadequacy, in accordance with the following CAP requirements:
21.4.11.3.1 CAP Format. The CAP shall describe the following: (1) the service
or performance deficiency, or substantial inadequacy shall be
identified; and (2) the method by which Contractor is to correct the
service or performance deficiency, or substantial inadequacy, shall be
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July 2004
outlined. Contractor shall sign the CAP, thereby agreeing to the
corrective action set forth in the CAP, with any areas of disagreement
noted in writing. A copy of the signed CAP shall be fiunished to
Contractor at the conclusion of the CAP meeting.
21.4.11.3.2 Correction Period. Correction of the service or performance
deficiency, or substantial inadequacy, shall occur within a period of
not to exceed sixty (60) days from the development of the CAP,
unless the OCFA EMS Section Battalion Chief determines that
correction cannot be accomplished within the specified time frame.
When correction will take longer than sixty (60) days from the
development of the CAP, the CAP shall specify interim dates by
which specific steps toward correction of the service or performance
deficiency, or substantial inadequacy, will take place with the total
time period not to exceed three (3) months.
21.4.11.3.3 CAP Inspection/Compliance. The OCFA EMS Section Battalion
Chief, or his designee, shall visit and inspect Contractor's business
office, facilities, vehicles, personnel, and/or records to review and
document actions taken by Contractor to implement the CAP and
shall document any continuing service or performance deficiency, or
substantial inadequacy, which is not corrected within the specified
time frame. In the event Contractor fails to correct the service or
performance deficiency, or substantial inadequacy identified in the
CAP within the time frame provided, OCFA and/or the Awarding
Agency, if applicable, may find Contractor to be in material breach of
the Agreement.
2 ] .4.11.4 Timely Performance Required. Assessment of penalties, or the imposition of
a CAP, 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 90% 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, resulting in the imposition of a
Remedial Action Plan (RAP).
Failure to timely correct and cure any response time deficiency, after having been
given notice and a reasonable opportunity to cure such violation in accordance with an
established Corrective Action Plan (CAP) or failure to cure a breach of contract after
the imposition of a Remedial Action Plan (RAP), may constitute a material breach of
the Agreement. Additionally, consistent problems in meeting and/or maintaining the
response time requirements shall be a key factor in determining whether to grant
contract extensions. This` 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.
EOA 23
21.4.11.5 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.
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July 2004
21.5 Emergency On-Scene Procedures
21.5.1 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 OCEMSA.
21.5.2 All EMTs and other ambulance personnel assigned by Contractor to perform services under the
Agreement shall:
21.5.2.1 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;
2l .5.2.2 Work under the direction of the OCFA Incident Commander and/or the OCFA EMT-
Paramedic in charge of the patient(s) and/or incident;
21.5.2.3 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;
21.5.2.4 Place their apparatus and equipment at the scene in a safe location or as deemed
appropriate by the OCFA Incident Commander and shall be mindful of the need for
safe operations, including the avoidance of exhaust fumes;
2l .5.2.5 Not interfere with or assist OCFA personnel in any fire fighting or emergency rescue
operation;
21.5.2.6 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,
21.5.2.7 Be aware that safety is the responsibility of all personnel on scene; ambulance
personnel shall not enter or operate in unsafe environments.
21.6 Disaster Assistance
21.6.1 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:
21.6. i.l 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;
21.6.1.2 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;
EOA 23
17
Tustin
FireIEMS Emergency Ambulance Transportation
Exclusive Operating Area Agreement
July 2004
21.6.1.3 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;
21.6.1.4 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,
21.6.1.5 Contractor's supervisory personnel shall complete, or show proof of completion,
incident command training, hazardous materials training, and supervisory training in
cooperation with OCFA.
21.7 Standard of Performance
21.7.1 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 times
throughout the term of the Agreement.
21.8 General Provisions
21.8.1 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 hospitaUreceiving facility, Contractor shall return those
personnel to their assigned fine 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 hospitaUmedical 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 atthe discretion of the OCFA personnel onboard.
21.8.2 911 Calls for ServicelReferral. 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.
21.8.3 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
EOA 23
18
Tustin
Fire/EMS Emergency Ambulance Transportation
Exclusive Operating Area Agreement
July 2004
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, continuing education, and prompt and definitive
service level corrective actions plans.
21.8.4 Conflict 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.
21.8.5 Complaints. Contractor shall immediately notify OCFA in writing of any complaints, inquiries, or
investigations initiated by OCEMSA, 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 superceding the authority of OCEMSA or any other duly 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.
21.8.6 Traffic Signal Preemption. 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.
21.8.? CARS Accreditation. Although not required under the terms and conditions of this Agreement,
Commission on Accreditation of Ambulance Services ("CARS") accreditation is preferred.
21.8.8 I~PAA Business Associate Assurances. 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 2l, 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. In conformity therewith, both parties agree that they shall:
21.8.8.1 Not use or further disclose PHI 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 other; or (iii) as required by
law;
21.8.8.2 Use appropriate safeguards to prevent use or disclosure of PHI except as permitted by
the Agreement;
21.8.8.3 Report to each other any use or disclosure of PHI not provided for by the contract of
which a party becomes aware;
EOA 23
19
Tustin
Fire/EMS Emergency Ambulance Transportation
Exclusive Operating Area Agreement
July 2004
21.8.8.4 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;
21.8.8.5 Make PHI available to the individual who has a right of access as required under
HIPAA;
21.8.8.6 Make available for amendment and incorporate any amendments to PHI when notified
to do so by either party;
21.8.8.7 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;
21.8.8.8 Make their internal practices, books and records relating to the use and discloswe 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
21.8.8.9 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.
21.8.9 Medicare/Medi-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 can ently 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 of any imposed exclusions or sanctions covered by
this warranty, and OCFA reserves the right to terminate the Agreement upon receipt of such notice.
21.9 Ezternal Medical Quality Control
21.9.1 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 OCEMSA. Contractor.. shall at .all times during the term of this
Agreement fully cooperate with the OCEMSA Program Managers and the OCEMSA Medical Director
in the monitoring, regulation, management, oversight, and administration of the County EMS system.
21.9.2 The OCEMSA 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.
EOA 23
20
Tustin
Fire/EMS Emergency Ambulance Transportation
Exclusive Operating Area Agreement
July 2004
21.10 Internal Medical Quality Control
21.10.1 Contractor shall establish a Continuous Quality Improvement ("CQI") program directed at, but not
limited to, effective administration and management of clinical performance, response time
performance, driver performance, dispatch performance, and for all other BLS service levels.
Contractor shall submit to the OCFA EMS Section Battalion Chief quarterly summary reports
showing the results of all CQI program performance elements, in a form approved by the OCFA EMS
Section Battalion Chief, throughout the term of the Agreement.
22.0 PERSONNEL
22.1 Personnel Requirements
22.1.1 Employee Performance. 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:
22.1.1.1 Atl Contractor employees and ambulance personnel shall be sufficiently trained and
capable to ensure the safe and proper discharge of their service responsibilities;
22.1.1.2 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.
22.1.2 Employee Drug Program. 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:
22.1.2.1 A contract with a program administrator and authorized lab certified by the U.S.
Department of Transportation; and
22.1.2.2. Procedures and components substantially as in Part 40 of Title 49 of the Code of
Federal Regulations for pre-employment; and
22.1.2.3 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
.22.1.2.4 Procedures. and. components.. for.. random testing following U.S. Department of
Transportation guidelines, and additional tests as required fallowing accidents,
rehabilitation, return-to-service, and other circumstances providing reasonable
suspicion to test; and
22.1.2.5 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
EOA 23
21
Tustin
Fire/EMS Emergency Ambulance Transportation
Exclusive Operating Area Agreement
July 2004
22.1.2.6 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
22.1.2.7 Contractor employees must show a valid California driver's license at the time and
place of testing; and
22.1.2.8 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.
EOA 23
22.1.3 DMV Employer Pull 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.
22.1.4 Criminal 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, drugs 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.
22.1.5 Uniforms 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.
22.1.6 Cooperation. All Contractor employees shall fully cooperate with and abide by the instructions of
OCFA personnel while on scene at an emergency incident.
22.1.7 Employee Ineligibility. 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.
22.1.8 Compliance 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 OCEMSA 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.
22.1.9 Licensing/Identification. 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 verifying
validity, ensuring compliance with licensing, certification, and permitting requirements, and for the
proper reporting of employee performance-related issues to Contractor.
22
Tustin
Fire/EMS Emergency Ambulance Transportation
Exclusive Operating Area Agreement
July 2004
22.1.10 Joint Training 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.
22.1.11 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;
22.1.12 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.
22.1.13 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.
22.1.14 Employee Removal. At the request and instruction of the OCFA EMS Section Battalion Chief, and
based on a demonstrated pattern of either poor performance or service-related complaints, as
detenmined by the OCFA EMS Section Battalion Chief, Contractor shalt immediately remove certain
personnel from performing further services or duties under the Agreement.
22.2 Control
22.2.1 Neither OCFA, the City, or the 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 the County, the City, or
OCFA, it being understood that Contractor, its agents, employees, and officers are as to the County,
the City, and OCFA wholly independent contractors and that Contractor's obligations to the City and
OCFA are solely those that are set forth by this Agreement. Contractor hereby further acknowledges
and agrees that the City, the 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.
23.0 SUPPLIES, EQUIPMENT AND VEHICLES
23.1 Supplies and Equipment
23.1.1 Standards. All equipment and supplies furnished by Contractor to perform BLS services under
this Agreement shall comply with all federal, state, and local laws, rules, statutes, and regulations
applicable to the provision of private, emergency ambulance transportation, including but not limited
to, those BLS equipment and supply standards and protocols established by the OCEMSA Medical
EOA 23
23
Tustin
Fire/EMS Emergency Ambulance Transportation
Exclusive Operating Area Agreement
July 2004
Director. Such equipment and supplies shall be stocked at all times on each ambulance performing
services under the Contract Documents.
23.1.2 Standard Inventory. In addition to the above equipment and supply standards, Contractor must
carry and stock at all times throughout the contract term on each ambulance performing services
within an assigned EOA the following emergency medical equipment, which shall all be readily
available and accessible from the interior portions of the patient transportation compartment:
a. Bag valve mask resuscitator, adult with variable mask sizes;
b. Bag valve mask resuscitator, pediatric with variable mask sizes;
c. Heavy gloves to be used for blood or body fluid protection;
d. Disposable Latex gloves, medium, large and x-large, two (2) boxes;
e. Suction unit that complies with OCEMSA policies and procedures;
f. Non-invasive blood pressure device (various cuff sizes, including thigh cuff);
g. Child safety seats (when approved by federal agencies); and,
23.2 Vehicles and Maintenance
23.2.1 Standards. All vehicles furnished and made available by Contractor in the performance of BLS
services under the Agreement shall comply with all federal, state, and local laws, rules, statutes, and
regulations applicable to the provision of private, emergency ambulance transportation, including but
not limited to, those BLS vehicle standards and protocols established by OCEMSA.
23.2.2 Ambulances. Although not a term or condition of this Agreement, Modulaz (Type III, dual rear
wheeled) ambulances aze the preferred type of ambulance for use within the Subject EOA. Contractor
shall specify within the Bid Proposal the make, model, year, license plate, type, and mileage for: (a)
each ambulance proposed and committed for exclusive, dedicated use within the Subject EOA; and (b)
each ambulance proposed and committed for non-exclusive use within the Subject EOA and/or
regionally available for use within the Subject EOA. Contractor shall agree to expand, at its sole cost
and expense, and at the sole discretion of OCFA: (a) the total number of ambulances proposed and
committed for exclusive, dedicated use within the Subject EOA; and/or, (b) the total number of
ambulances proposed and committed for non-exclusive use within the Subject EOA and/or regionally
available for use within the Subject EOA, if either response time requirements are not consistently
being met or if the Subject EOA experiences a significant call volume increase. Contractor shall, at all
times during the term of the Agreement, maintain: (a) the total number of ambulances proposed and
committed for exclusive, dedicated use within the Subject EOA; and, (b) the total number of
ambulances proposed and committed for non-exclusive use within the Subject EOA and/or regionally
available for use within the Subject EOA. Any reduction in the total number of ambulances proposed
and committed, as provided in the Bid Proposal and as required herein, shall constitute a material
breach of contract. Contractor ambulances that aze taken out of service either temporarily for
maintenance or permanently shall be immediately replaced by Contractor, at its sole cost and expense,
to maintain the total number of ambulances proposed for and committed to the Subject EOA, as
specified in the Bid Proposal
23.2.3 Inspection. Contractor hereby agrees that the OCFA EMS Section Battalion Chief, or his
designee(s), may at any time during the term of the Agreement inspect Contractor's ambulances,
ambulance maintenance facilities, ambulance maintenance records, ambulance manufacturer
suggested maintenance program, and/or ambulance purchase/lease/acquisition documentation, as such
documentation relates to Contractor's performance of services under the Agreement.
23.2.4 Maintenance. Contractor shall, at its sole cost and expense, be responsible for providing all
necessary vehicles and equipment necessary to provide services within the Subject EOA under the
EOA 23
24
Tustin
FireBMS Emergency Ambulance Transportation
Exclusive Operating Area Agreement
July 2004
Agreement. All vehicles and equipment used by Contractor in the performance of the required services
under the Agreement shall be maintained in excellent working condition. Contractor shall comply with
or exceed the maintenance standards as outlined in the Standards- Accreditation of Ambulance
Services published by the Commission on Accreditation of Ambulance Services ("CAAS").
Contractor's failure to service and maintain all ambulances and equipment dedicated or assigned to the
Subject EOA under the Agreement pursuant to the manufacturer's suggested maintenance program
shall be deemed a material breach of contract and cause for immediate contract termination.
23.2.5 Personal Safety Equipment. Contractor shall provide personal safety equipment for all employees
in accordance with applicable federal and state laws or standards. It shall be the sole responsibility and
expense of Contractor to maintain or replace, or cause to be maintained or replaced, any employee
personal safety equipment required. Contractor shall be solely responsible for ensuring that all of its
personnel abide by all federal, state, and local safety standards.
24.0 RATES FOR AMBULANCE SERVICE
24.1 BLS and ALS Service Rates
24.1.1 Maximum 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 OCEMSA, 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 is as follows:
Type of Charge Maximum Rate
BLS Service Rate $531.75 per BLS transport
24.1.2 Maximum 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, as set forth herein, 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... As of the Effective Date, the approved. maximum ALS Service Rate is as follows:
Type of Charge Maximum Rate
ALS Service Rate $282 per ALS service w/transport
24.1.3 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
eoa ss
25
Tustin
FireBMS Emergency Ambulance Transportation
Exclusive Operating Area Agreement
July 2004
each call for service in which OCFA provides ALS services to patients that are transported either ALS
or BLS.
24.1.3.1 Medicare Patients. The ALS Reimbursement Rate for Medicare patients,
including patients covered under Medi-Medi or Medicaze+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 allowed amount for a given ALS service (i.e., ALS-
lE or ALS-2) and the Medicare allowed amount for BLS emergency services, prior to
the 20% co-payment deduction.
24.1.3.1.1 ALS-1 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 Medicaze 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.
24.1.3.1.2 ALS-2 Services. The ALS Reimbursement Rate for ALS-2
services for Medicare patients, including patients covered under
Medi-Medi or Medicaze+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.
EOA 23
24.1.3.2 Medicare Profile. Contractor shall submit a copy of its Medicare Profile for
2004 to the OCFA EMS Battalion Chief on or before the Effective Date and no later
than March 1 ~` each year thereafter. Each yeaz the submitted Medicare Profile shall be
used by OCFA for purposes of calculating the ALS Increment.
24.1.3.3 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 Medicae + 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.
26
Tustin
Fire/EMS Emergency Ambulance Transportation
Exclusive Operating Area Agreement
July 2004
24.1.3.4 ALS Reimbursement Rate. As of the Effective Date, the approved ALS
Reimbursement Rate is as follows:
Type of Chazge Amount
ALS Reimbursement Rate $200 per transport w/ALS services
2. ALS Reimbursement Rate for
Medicare patients or patients
with Medi-Medi or
Medicare+Choice plans ALS-l E or ALS-2 Increment
24.1.4 Medical Supply 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 the Effective Date, the Medical Supply
Reimbursement Rate shall be as follows:
Tune of Chazue Amount
Medical Supply Reimbursement Rate $22.38 per transport (BLS/ALS)
24.2
EOA 23
24.1.5 Zero Pay 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 caze 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.
24.1.6 Risk of Non-Payment. 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.
24.1.7 Medicare Patients. Contractor shall not charge Medicare patients more than the maximum Medicaze
rate.
Billing, Audit and Access to Records
24.2.1 Billing System. Contractor shall only bill for services according to the approved service rates and
schedules set forth in the Contract Documents and as authorized by OCEMSA, 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.
27
Tustin
Fire/EMS Emergency Ambulance Transportation
Exclusive Operating Area Agreement
July 2004
Contractor's patient billinglrecords 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/Yeaz
BLS Transport ALS Transport OCFA Incident No.
24.2.2 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) alt BLS
service charges; (iv) all ALS service charges; (v) alt ALS reimbursement payments; (vi) all medical
supply reimbursements; (vii) all invoices, payments, and correspondence to and from private insurers,
federal or state health caze 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.
24.2.3 Responsibility for 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 Medicaze guidelines for the level of
service provided.
24.2.3.1 Submission of Claims. For services provided pursuant to the Agreement, 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.
24.2.3.2 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 caze
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 Medicaze 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.
EOA 23
28
Tustin
Fire/EMS Emergency Ambulance Transportation
Exclusive Operating Area Agreement
July 2004
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 apost-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 anALS-lE call to a BLS emergency call, or from an
ALS-2 to an ALS-lE 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 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-lE service (i.e., when a call is downgraded from anALS-2 to an ALS-lE). The
Contractor shall supply documentation supporting the overpayment demand by the Medicare
Contractor prior to any OCFA repayment.
243 Contractor Monthly Payments
24.3.1 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, 2004, 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.
24.3.2 Zero Pay 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.
24.3.3 Monthly Payment Report. 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,
h. Medical supply reimbursement amount remitted to OCFA per transport.
EOA 23
29
Tustin
Fire/EMS Emergency Ambulance Transportation
Exclusive Operating Area Agreement
July 2004
24.3.4 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 OCFA 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 AssessmentlBLS 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 perform an audit.
24.4 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 Contractor's ability to continue to perform the services and at
the rates required under the Contract Documents, Contractor may petition OCFA 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 agreement. This may include requiring Contractor to hire, at
their sole cost and expense, an approved independent auditing firm. It shall be at the sole discretion of the
OCFA Fire Chief and/or the awarding agency, if applicable, whether to agree to any modifications of the
Contract Documents. The parties may by written amendment adjust the terms of the Contract Documents
where circumstances beyond the control of either party require modification or amendment.
25.0 BREACH OF CONTRACT
25.1 Breach of Contract. If OCFA and the Awarding Agency, if applicable, determines that Contractor has
breached this Agreement, OCFA shall give Contractor prompt written notice explaining the basis for
concluding that a breach of the Agreement has occurred and shall afford Contractor a reasonable opportunity
to correct such breach, subject to the remedial action planning requirements set forth below. A breach of this
Agreement shall include, but shall not be limited to, the following specific acts or omissions if committed by
Contractor at any time during the performance of this Agreement:
25.1.1 Response Time Requirements. Substandard cumulative response time performance (i.e., below
the 90% compliance rate for combined Code 2 and Code 3 calls) in any two (2) quarters in a single
twelve (l2) month period may constitute breach of contract;
25.1.2 Response Time Reporting. Failure to timely submit Quarterly Response Time Reports as required
herein two (2) or more quarters in a single twelve (12) month period;
25.1.3 Proof of Insurance. Failure to annually provide to the satisfaction of OCFA evidence that all
insurance required to be obtained and maintained by Contractor continues to be in full force and
effect;
EOA 23
30
Tustin
Fire/EMS Emergency Ambulance Transportation
Exclusive Operating Area Agreement
July 2004
25.1.4 Communications System. Failure to provide and maintain the Emergency Response
Communications System, and/or failure to satisfy the communications system requirements, as set
forth herein;
25.1.5 Service Hours. Failure to satisfy the service hour requirements, as set forth herein;
25.1.6 Emergency On-Scene Procedures. Failure to comply with and to satisfy all emergency on-scene
requirements, as set forth herein;
25.1.7 Internal Medical Quality Control. Failure to comply with and to satisfy all internal medical
quality control requirements, as set forth herein;
25.1.8 Personnel. Failure to comply with and to satisfy all personnel requirements, standards, and/or
management oversight responsibilities, as set forth herein;
25.1.9 Decorum. Failure on the part of Contractor and/or any Contractor employee to perform the
duties, obligations, responsibilities, and services required under the Agreement in an ethical,
professional, and orderly manner;
25.1.10 Billing System. Failure to comply with and to satisfy all terms and conditions related to
Contractor's billings system, audit, and access to records, as set forth herein; and,
25.1.11 Any Other Non-Material Terms or Conditions. Failure to provide exclusive 911-Fire~EMS
emergency ambulance transportation and related services within the Subject EOA in accordance with
any other non-material tenors or conditions of this Agreement.
25.2 Remedial Action Plan. Situations which come to the attention of, or are reported to, the OCFA EMS
Section Battalion Chief and which appear to constitute anon-material breach of this Agreement under Section
25.1, as determined by the OCFA EMS Section Battalion Chief, shall be immediately investigated by the
OCFA EMS Section Battalion Chief. The OCFA EMS Section Battalion Chief and Contractor's authorized
representative shall meet to develop a written Remedial Action Plan (RAP) within ten (10) working days of
the identification and verification of the breach in accordance with the following RAP requirements:
25.2.1 RAP Format. The RAP shall describe the following: (1) the nature of the breach, and shall cite the
applicable provisions of the Agreement for which non-compliance is identified and shall inform
Contractor of the right to appeal the findings of the OCFA EMS Section Battalion Chief to the OCFA
Fire Chief; and (2) the method by which Contractor is to correct the breach. Contractor shall sign the
RAP, thereby agreeing to the remedial action set forth in the RAP, with any areas of disagreement
noted in writing. A copy of the signed RAP shall be furnished to Contractor at the conclusion of the
RAP meeting.
25.2.2 Remedial Period. Correction of the breach shall occur within a period of not to exceed thirty
(30)'days from- the development of the RAP, unless `the OCFA EMS Section Battalion Chief
determines that correction cannot be accomplished within the specified time frame. When correction
will take longer than thirty (30) days from the development of the RAP, the RAP shall specify interim
dates by which specific steps toward correction of the breach will take place, with the total time period
not to exceed two (2) months.
25.2.3 RAP Inspection/Compliance. The OCFA EMS Section Battalion Chief, or his designee, shall visit
and inspect Contractor's business office, facilities, vehicles, personnel, and/or records to review and
document actions taken by Contractor to implement the RAP and shall document any continuing
breach that is not corrected within the specified time frame. In the event Contractor fails to correct the
EOA 23
31
Tustin
Fire/EMS Emergency Ambulance Transportation
Exclusive Operating Area Agreement
July 2004
breach identified in the RAP within the time frame provided, OCFA and the Awazding Agency, if
applicable, may find Contractor to be in material breach of the Agreement.
25.2.4 RAP Appeal Process. Contractor may appeal the decision of the OCFA EMS Section Battalion
Chief to issue a RAP, or may appeal the findings justifying the RAP or the corrective action
requirements set forth in the RAP to the OCFA Fire Chief, of his designee, as follows:
25.2.4.1 Contents of Appeal and Hearing. Contractor's written appeal request shall be submitted to
the OCFA Fire Chief, or his designee, within thirty (30) days after receipt of written
notification of the breach and shall:
(l) Indicate the name and address of Contractor;
(2) Identify the EOA Name and EOA Number;
(3) Identify the specific action being appealed;
(4) Describe the specific basis for the appeal;
(5) Include all information necessary to substantiate the legal and/or factual basis of the
appeal;
(6) Be signed by an authorized representative of Contractor, and,
(7) Be deemed filed on the date submitted to and received by OCFA;
25.2.4.2 Appeal Review. Within fifteen (15) days of receipt of the appeal, the OCFA Fire
Chief, or his designee shall review the appeal to determine whether it includes the
information required by section 25.2.4.1 above.
If all the required information has not been included and/or additional information is
needed, the OCFA Fire Chief, or his designee, shall request, in writing, the additional
information from Contractor. The request shall be made no later than twenty (20) days from
receipt of the appeal. Contractor shall submit the required information no later than fifteen
(15} days from the receipt of the request. If the information requested of Contractor is not
submitted within the time specified, the appeal shall be deemed withdrawn and no further
action will be taken unless Contractor establishes good cause for the late submission, as
determined by the OCFA Fire Chief, or his designee.
If all the required information has been received, notice of a hearing date shall be sent to
Contractor by certified mail, return receipt requested, within fifteen (15) days of receipt of
the information, specifying the date, time, and place of the hearing and the matter(s) to be
heard.
25.2.4.3 Appeal Hearing. The hearing date shall be set no later than tweniy-five (25) days from
receipt of all required information. Both parties must agree to any extension of the hearing
date. The appeal process does not preclude Contractor from terminating the proceeding at
any time prior to the heazing date if the matter is settled to the satisfaction of the OCFA
EMS Section Battalion Chief. With regazd to the hearing, Contractor shall have the right to:
(l) Examine, prior to the hearing, all documents on file pertaining to the subject of the
appeal, which are not confidential or otherwise not discoverable under existing statutes
or regulations;
(2) Be represented by counsel;
(3) Attend the hearing and present any written and/or oral evidence; and,
(4) Cross-examine witnesses.
EOA 23
32
Tustin
Fire/EMS Emergency Ambulance Transportation
Exclusive Operating Area Agreement
July 2004
25.2.4.4 Decision. Within thirty (30) days of the date of the hearing, the OCFA Fire Chief, or his
designee, shall:
(1) Render a written decision, which shall be final, and submit a written notification of the
decision to Contractor by certified mail, return receipt requested;
(2) The written notification shall: (a) Identify the specific issue(s) in dispute; (b) rule on
each issue(s); and state the facts supporting each ruling; (c) specify the statute,
regulation, rule, or Agreement provision upon which the ruling is based; and (d) specify
that the decision of the OCFA Fire Chief, or his designee, shall be fmal.
25.3 Material Breach. Any of the following acts or omissions if committed by Contractor at any time during
the performance of this Agreement shall be considered a material breach of this Agreement, which may, at the
sole discretion of OCFA and the Awarding Agency, if applicable, result in the immediate termination of the
Agreement. Under such circumstances, Contractor shall be afforded reasonable notice of such material breach;
however, Contractor may not be afforded an opportunity to correct or to cure such material breach, as the
Agreement may be immediately terminated.
25.3.1 Assignment. Any delegation or assignment or transfer, or any attempted delegation or assignment or
transfer by Contractor of its rights or obligations, in whole or in part, under the Agreement to any
other person or entity without the prior written consent of OCFA and the Awarding Agency, if
applicable;
25.3.2 Insolvency. Suffering either the appointment of a receiver to take possession of all, or substantially all
of the assets of Contractor, or making or attempting to 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 material breach of the Agreement;
25.3.3 Vehicle/Equipment Maintenance. Failure to safely maintain and/or service and maintain all
Contractor ambulances and equipment dedicated or assigned to the Subject EOA pursuant to the
manufacturer's suggested maintenance program, as required herein;
25.3.4 On-Time Monthly Payments. Failure to make timely Monthly Payments to OCFA, as required
herein;
25.3.5 Insurance. Failure to maintain all of the insurance policies required by this Agreement in full
force and effect at all times during the term of the Agreement; and/or failure to modify existing
coverage or to obtain additional coverage and/or policies, as determined to be necessary by OCFA;
25.3.6 Audits and Inspections. Failure to allow OCFA and/or its auditor(s) to conduct audits and
inspections of Contractor facilities, business office(s), vehicles, records, billings, personnel,
ambulance post location(s), or otherwise as provided herein;
25.3.7 Rates. Failure to comply with and to satisfy all terms and conditions related to the maximum rates
for ambulance services that may be charged by Contractor, as established herein, and/or failure to
adhere to the rates and charges agreed upon, as set forth in the Bid Proposal;
25.3.8 Disaster Assistance. Failure to provide disaster assistance, as required herein;
25.3.9 Compliance with Laws. Failure to perform all services, duties, and obligations required under
this Agreement in full compliance with all applicable federal, state, and local laws, rules, statutes, and
regulations;
EOA 23
33
Tustin
Fire/EMS Emergency Ambulance Transportation
Exclusive Operating Area Agreement
July 2004
25.3.10 Licensing/Permitting. Failure to obtain and maintain any and all required Contractor and Contractor-
employee licenses, permits, and/or certifications from all applicable governmental agencies that aze, or
may become, required for the provision of private, emergency ambulance transportation services
within the Subject EOA;
EOA 23
25.3.11 Corrective Action Plan Compliance. Failure to timely convect and cure any service or performance
deficiency or substantial inadequacy having been given notice and a reasonable opportunity to cure in
accordance with an established Corrective Action Plan (CAP);
25.3.12 Remedial Action Plan Compliance. Failure to timely correct and cure any non-material breach
having been given notice and a reasonable opportunity to cure in accordance with an established
Remedial Action Plan (RAP);
25.3.13 Bid Proposal. Providing false or misleading information in the Bid Proposal, and/or making material
misrepresentations of fact or material omissions of information either in the Bid Proposal or at any
time during the RFP No. RL972 competitive process; and, any deviation by Contractor from the
specifications and service level commitments set forth in the Bid Proposal, without the prior written
consent of the OCFA Fire Chief and the Awarding Agency, if applicable;
25.3.14 OCEMSA Reporting. Withholding or falsifying data or information supplied to OCFA or
OCEMSA, including by way of example, but not by way of exclusion, dispatch data, patient report
data, response time data, financiaVpatient billing data, Monthly Payment data, CQI reporting data,
and/or falsification or withholding of any other data that is required to be reported under this
Agreement;
25.3.15 Number of Ambulances/Types and Equipment Committed. Any reduction in the total number of
ambulances (and types of ambulances) proposed for and committed to, as provided in the Bid
Proposal, the Subject EOA. Ambulances that are taken out of service either temporarily for
maintenance, permanently, or otherwise, and which are not immediately replaced by Contractor to
maintain the total ambulances proposed and committed to the Subject EOA; reducing any of the
agreed upon vehicles (types of vehicles) and/or equipment either designated for exclusive use or made
regionally available to the Subject EOA, pursuant to the Bid Proposal and relevant terms and
conditions of this Agreement, without the prior written consent of the OCFA Fire Chief and the
Awarding Agency, if applicable, may constitute material breach of this Agreement;
25.3.16 Equipment Maintenance. Failure to maintain equipment and vehicles in accordance with good
maintenance practices, or to replace equipment or vehicles in accordance with the equipment and
vehicle maintenance and replacement programs submitted and accepted in the Bid Proposal, without
the prior written consent of the OCFA Fire Chief and the Awazding Agency, if applicable;
25.3.17 Employee and Management Staffing Levels. Failure to provide and maintain the employee staffing
levels and management staffing levels submitted and accepted in the Bid Proposal, without the prior
written consent of the OCFA Fire Chief and the Awarding Agency, if applicable;
25.3.18 External Medical Quality Control. Failure to comply with all federal, state, and local medical
standards, protocols, and rules and regulations applicable to Contractor's provision of private,
emergency BLS ambulance transportation, including those established by OCEMSA;
25.3.19 Loss of Legal Capacity. The loss by Contractor of legal capacity to contract.
34
Tustin
Fire/EMS Emergency Ambulance Transportation
Exclusive Operating Area Agreement
July 2004
26.0 PUBLIC SAFEGUARDS AND EMERGENCY TAKEOVER
26.1 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 Contractor's breach, service or
performance deficiency, or substantial inadequacy under the Agreement. Contractor understands and agrees
that OCFA and the Awarding Agency, if applicable, shall undertake a safe, orderly, rapid, and immediate
takeover of all services under the Agreement in the event the OCFA Fire Chief and the Awarding Agency, if
applicable, determines after reasonable investigation that Contractor is in material breach of this Agreement.
Such takeover of services shall occur immediately upon fording by the OCFA Fire Chief and the Awarding
Agency, if applicable, at their sole and exclusive discretion, that Contractor's performance, or lack thereof,
constitutes a material breach of this Agreement. OCEMSA may provide independent expert evaluation and
opinion to OCFA concerning all questions involving Contractor breach of contract matters affecting patient
care.
26.2 In the event such fording and determination is made, Contractor hereby understands and agrees that the
Agreement shall be terminated immediately, and Contractor shall fully cooperate with and shall immediately
assist OCFA, the 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 upon
termination of this Agreement, so as to ensure that there will be no service interruption to the public.
27.0 CONTRACTOR'S RELIEF UPON TERMINATION
27.1 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 for material breach shall only be initiated by Contractor after the emergency
takeover, as provided in Section 26.0 above, has been completed, and shall not under any circumstances
whatsoever be allowed to delay the process of takeover by OCFA. Contractor's cooperation with, and full
support of, such emergency takeover process shall not be construed as acceptance by Contractor of OCFA and
the Awarding Agency's, if applicable, finding and determination of material breach, and shall not in any way
jeopardize or limit Contractor's right to recover damages should a court of competent jurisdiction determine
that Contractor was not in material breach of the Agreement prior to the takeover. However, failure on the part
of Contractor to fully cooperate with OCFA, the City, and the successor ambulance service operator to
effectuate an immediate, efficient, and orderly takeover of all 9l 1-Fire/EMS emergency ambulance services
within the Subject EOA upon termination of this Agreement shall itself constitute a material breach of the
Agreement, even it is later determined by a court of competent jurisdiction that Contractor was not in material
breach of the Agreement prior to the takeover. 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.
28.0 HOLDOVER PROVISION
28.1 For purposes of protecting public health and safety, in the event this Agreement is terminated, either with or
.without cause, or is<terminated as the result of a Contractor action(s) that`constitutes`a material breach of the
Agreement, or if no extension of the Agreement is awarded at the end of the initial term 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 agree in writing to extend the Agreement and shall serve as
a holdover exclusive operator until such time as the successor ambulance service operator takes over
ambulance service operations and assumes fully responsibility for the provision of 91 I-Fire1EMS emergency
ambulance transportation and related services within the Subject EOA.
EOA 23
35
Tustin
Fire/EMS Emergency Ambulance Transportation
Exclusive Operating Area Ageement
July 2004
28.2 OCFA 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 28.1 above. OCFA and the Awarding Agency, if applicable,
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 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 the Awarding Agency, if applicable.
28.3 In order to protect public health and safety, Contractor hereby agrees to fully cooperate with and to
immediately assist OCFA, the 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.
29.0 CHANGED CIRCUMSTANCES
29.1 Each party shat( promptly notify the other party in writing of any legal impediment, change of circumstance,
pending litigation, or any other event, occurrence, or condition that may adversely affect such party's ability to
carry out and perform any of the duties, services, and/or obligations under the Agreement.
30.0 SUCCESSORS
30.1 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.
31.0 INTEGRATION
31.1 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.
32.0 NO WAIVER
32.1 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 default or condition hereunder must be in writing and
shall not be construed as a waiver of any other default concerning the same or any other provision of this
Agreement.
32.2 The waiver by OCFA 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.
33.0 THIRD PARTY BENEFICIARIES
33.1 The terms of this Agreement are intended to confer benefits only on the parties to this Agreement. No rights of
action shall accrue to any other persons or entities under this Agreement.
EOA 23
36
Tustin
Fire/EMS Emergency Ambulance Transportation
Exclusive Operating Area Agreement
July 2004
34.0 EXECUTION OF AGREEMENT
34.1 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 authorized by all requisite
corporation, 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.
35.0 NOTICES
35.1 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 Tustin:
Herren Enterprises, Inc.:
(Doctor's Ambulance Service)
36.0 SEVERABILITY
Orange County Fire Authority
Attn.: EMS Section Battalion Chief
One Fire Authority Road
Irvine, California 92602
City of Tustin
Attn: City Manager
300 Centennial Way
Tustin, California 92780
Herren Enterprises, Inc.
(Doctor's Ambulance Service)
Attn: James Ignacio, President
23091 Terra Drive
Laguna Hills, California 92653
36.1 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.
37.0 EOA BOUNDARY CHANGE
37.1 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`OCEMSA at anytime 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, OCEMSA, or otherwise, is subject to review, approval, and/or
termination by the new governing authority, if any.
38.0 AMENDMENT
38.1 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.
EOA 23
37
Tustin
FirelEMS Emergency Ambulance Transportation
Exclusive Operating Area Agreement
July 2004
39.0 VENUE
39.1 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]
EQA 23
38
Tustin
Fire/EMS Emergency Ambulance Transportation
Exclusive Operating Area Agreement
July 2004
SIGNATURE PAGE
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as follows, to be effective on the Effective
Date as set forth above.
"HERREN ENTERPRISES, INC:':
(DOCTOR'S AMBULANCE SERVICE)
Name: James Ienacio
Title: President
Date: ~ 36 6
Name:
Title:
"CITY OF TUSTIN"
~- ~6- o~
BY~ Date:
Anthony Ka as ima, Mayor
City of Tustin
APPROVED AS TO FORM:
. 8,-.tea - o y
BY~ Date:
f ; ois Je ey, ity rney
ATTEST:
B~' ` t Date: ~ c3z~~b',~
,•
d~„~ Pane a Stoker, City C erk
"OR.~NGE COUNTY FIRE AUTHORITY"
APPROVED:
d µ
J~
BY~ Date: ~ e3// y
Chip Prather, OCFA Fire Chief
EOA 23
39
Tustin
Fire/EMS Emergency Ambulance Transportation
Exclusive Operating Area Agreement
July 2004
RENEWAL AGREEMENT
FOR PROVISION OF
EMERGENCY MEDICAL TRANSPORTATION AND RELATED SERVICES
BETWEEN
THE CITY OF TUSTIN
AND
HERREN ENTERPRISES, INC. OPERATING AS
DOCTORS AN~BULANCE SERVICE
(EOA No. 23)
On September 1, 2004, the City of Tustin entered into the attached five-year ageement
("Agreement") with Herren Enterprises, Inc. operating as Doctors Ambulance Service (the
"Parties"), to provide emergency ambulance services within Exclusive Operating Area #23
(Tustin), upon the terms set therein. Agreement will automatically expire at 11:59 p.m. on
August 31, 2009.
Pursuant to Section 8 of the Ageement, the Parties hereby memorialize their intent to
renew the Agreement on the same terms and conditions. The renewal agreement shall be
effective from September 1, 2009 to 11:59 pm August 31, 2014. In order to permit the Parties to
plan and invest appropriately, this renewal ageement shall be irrevocable, so long as the
Agreement has not been terminated by OCFA prior to 11:59 p.m. on August 31, 2009.
CITY
Date:
Jerry mante, Mayor
City f Tustin
ORANGE COUNTY FIRE AUTHORITY:
By: ~j~'_I _` ~=~~ Date: t l ~ 1 ~ ~2 oy ~-
Chip Prather, Fire Chief
Orange County Fire Authority
APPRO TO FORM:
By: Gfii
Dou olland, City Attorney
City of Tustin
ATTE T:
By:
Pame a Stoker, Ci y Jerk
City of Tustin
Date: ~~ ~ ~ ~ ~ -'-~c~g
Date:~~l ~#' ~ o1-~~Qj
Date: ~~-[ ~' CJ ~
Cory Os Vice Preside
Herren E t rises, Inc. op
Doctor's Ambulance Service
David Biggs, City Manager
City of Tustin
300 Centennial Way
Tustin, CA 92780
December 30, 2010
RE: Request for Consent to Transfer of Ambulance Services Agreement
Dear Mr. Biggs:
r~s you may know, American i~ledicai Response Ambulance Sel°vice, 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 [Agreement Between Orange County Fire Authority and Doctor's Ambulance Service for
Provision of Fire/EMS Emergency Ambulance Transportation and Related Services Within
Exclusive Operating Area Number 23 (City of Tustin), effective , 2011.]
Pursuant to the Agreement, a transfer requires the advance written consent of the Orange County
Fire Authority ("OCFA") and the City of Tustin (the "City"), as the "Awarding Agency". The
purpose of this letter is to seek, on behalf of AMRAS and Doctor's, the City's written consent to
the transfer, as required by the Agreement. We are also seeking the consent of OCFA.
AMRAS'S QUALIFICATIONS
AMRAS is aware that the City has a duty to assure that the transfer will not
adversely affect Doctor's ability to perform its obligations under the Agreement. The following
information is intended to assist the City in making that determination:
There will be no change in senior management. AMRAS does not intend to make
1 cPni~ ~ ~ -. r r
~pi~ ~l~anc,ac in t.ha lnr~_ lr m~rl~~~•menr of nf1C;±rr S. ~+~l~hla' l:~rU~~ . it::"el' ~`;i~i Teilr;., ii;:,
management team Mr. Herren handpicked and developed at Doctor's will continue to provide the
high level of service the City and OCFA have experienced over the 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. It also provides non-emergency transports between
health care facilities or from health care facilities to patients' homes in most of these
communities. AMR's geographic footprint covers 40 states. The company employs
approximately 18,500 individuals.
DLMR_840382.2
8808 Balboa Avenue Suite 150, San Diego, CA 92123
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 value to the communities it serves. In addition to
ambulance transportation services, AMR provides the following additional services to the
communities we serve:
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 life support, pre-hospital trauma life support and
medical Spanish for EMS providers.
Disaster Preparedness 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.
~ecial events: We provide "standby" ALS and BLS services for private, community
and sporting events.
AMRAS meets the qualification criteria previously established by OCFA 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 or employee who orders or
provides services on its behalf have been convicted of any conduct that constitutes
grounds for mandatory exclusion, as identified in 42 USC § 1320 a-7(a). AMRAS is not
ineligible to participate in any state or federal government payment program.
Representation of practices and performance: 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 billing: 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 the City to provide emergency medical services within its jurisdiction. We
2
DLMR_840382.2
hope the foregoing provides the City with sufficient information to consent to the transfer of the
Agreement resulting from the sale of Doctor's Ambulance stock to AMRAS. As noted above,
we are also seeking consent for the transfer from OCFA. We would be happy to meet with you
or other City or OCFA representatives, or to provide any additional information that may be
needed. Thank you for your assistance and cooperation.
Very truly
'`~
Mi$hael Murphy
General Manage
American Medical Response
San Diego
cc: OCFA
OCEMSA
3
DLMR_840382.2