HomeMy WebLinkAboutAgreementA-17-218withKWPHEnterprisesinclattachments.pdf· . Inter Office Memo
· Department of Public Health·
DATE: August 31, 2020
TO:.
FROM:
Bernice Seidel, Clerk of the Board . I (~ . I .
. Dan Lynch, Public Health Division Manager, Emergency Services /)~ ·.
SUBJECT:.·
-'
Clerical Error re: Legistar File 17-0482 -American Ambulance.
Agreement A-17-218
1 appreciate your assistance with this matter. Due to a clerical error, the exhibits to County.·.
Agreement A-17-218 (Emergency Medical Services Provider Agreement for Emergency
Ambulance Services) were not originally included inLegistarFile 17-:0482. I am requesting that .
. Legistar be updated with the full Agreement. . . .
. . . -. --. . ' -
Included with this memo is a complete copy of the agreement; including all exhibits. If you have
any-questions, please do not hesitate to call me at (559} 600-6460.
cc: David Poma ville, Director, Dept of Public Health
. I Jg@llWJEJ
I . AUG 3 1 2020 • ll!J
CLERK. BOARD OF SUPERVISQRS ..
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Agreement No. 17-218
EMERGENCY MEDICAL SERVICES PROVIDER AGREEMENT
FOR EMERGENCY AMBULANCE SERVICE
Fresno County Agreement Number: 17-_2_18 __ _
1943526vl / 19670.0001 COUNTY OF FRESNO
FRES!'JO, CALIFORNIA
1 TABLE OF CONTENTS
2 I. Local Emergency Medical Services Agency ...................................................................................................... 2
3 II. Scope of Agreement ............................................................................................................................................ 2
4 III. Tenns and Conditions of RFP and Contractor's Proposal.. ................................................................................ 3
5 IV. Perfonnance Standards ............................................................................................................................. : .......... 3
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A. Duties of Contractor ........................................................................................................................... 3
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County and EMS Agency Responsibilities ....................................................................................... 8
Perfonnance Agreement. .................................................................................................................... 9
D. Scope of the Exclusive Operating Area (EOA) .............................................................................. .
E.
F.
G.
H.
I.
J.
K.
L.
M.
I. Limited Exceptions to the EOA ....... .................................................................................. 2
Inherent Potential Limitations to the EOA and this Agreement ..................................................... 2
Geographic Area of the Exclusive Operating Area (EOA) ............................................................. 3
Expansion of the Ambulance Response Area ................................................................................. 4
Estimated Business Volume ............................................................................................................. 5
Ambulance Staffing.......................................................................................................................... 5
Deployment of Ambulance Units and System Status Management Plan ....................................... 7
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System Status Management Plan ....................................................................................... 7
Unit Hour Utilization and Personnel Scheduling............................................................... 7
Rural-based Ambulance Units and Back-up Ambulance Coverage............................................... 8
Instant Aid and Mutual Aid Requests.............................................................................................. 8
Dispatch Center Operation ................................................................................................. ; ............. 9
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Overview of EMS Communications Center Operations ................................................... 9
Dispatch Documentation ................................................................................................... .
Dispatchers 22
a. Scheduling of Dispatchers ....................................................................................... · 2
194352.6vl I 19670.0001 COUNTY OF FRESNO
FRES:-1O. CALIFORNIA
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b. Dispatch Performance Standards............................................................................ 3
C. Professionalism 23
Access Mechanisms ............................................................................................................ 3
Computer Assisted Dispatch .............................. ................................................................ 4
EMS Agency and County Staff at the EMS Communications Center .............................. 4
7. The EMS Communications Center Facility....................................................................... 5
8. Accreditation 26
Response Performance Standards and Requirements ..................................................................... 6
I. Priorities of Response......................................................................................................... 7
2. Response Times for Requests Which Prompt an Immediate or Urgent
Dispatch (Priorities 1-4) . .... .. . ... .. . .. . . . .. . .... . . .. . . . .. .. .. .. . ... ..... . .. ............ .... .... .. .... .... .. ... . .. . .. . .. . .. . 8
3. Response Times for Requests Which Prompt a Scheduled Dispatch
(Priority 5) 29
4. Performance Indicators for Alerting and Initiating Response ........................................... 9
a. Immediate/Urgent Dispatch (Priorities 1 thru 4 and Emergency
Fire Responses) 29
b. Immediate Dispatch (Priorities I and 2) or Urgent Dispatch
(Priorities 3 and 4) 29
c. Modification of dispatch performance requirements ............................................. 0
5. Referral of Calls and Dispatch Delays .. .... .... .... .......... .... .. .. .... ....... .... ....... ....... .... ...... ...... .. 0
6. Response Time_Performance ............................................................................................ ..
7. Area Familiarization ........................................................................................................... 2
8. Scheduled Request. ............................................................................................................. 2
9. Response Calculations Regarding Downgrades/Upgrades ............................................... 2
a.
b.
Downgrades
Upgrades
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c. Reassigned Responses ............................................................................................ 3
I 0. Delayed Responses Cancelled Prior to Arrival.................................................................. 3
11. Performance Monitoring and Repotting ............................................................................ 3
f. The compliance and reporting software shall be made available to other
1943526vl / 19670.0001 COUNTY OF FRESNO
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ambulance providers within the EMS region at the discretion of the
ambulance providers and at a cost determined between the Contractor and
each ambulance provider. In the event that the software is not a web-
based system, the Contractor shall provide for the installation and
maintenance of a Tl line or equivalent link to the EMS Agency for full
use of the software ..................................................... 1...... .. .. . ..... .... . ........ ... . . ... ..... .... ... .. ... ... 4
Exemptions to Response Time Performance Standards and Requirements ..................... 4
a. Exemptions 35
b. Discretionary Appeals Guidelines.......................................................................... 6
Liquidated Damages for Failure to Meet Minimum Performance Standards................................ 7
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Liquidated Damages for Individ~al Responses................................................................. 7
Liquidated Damages for Monthly Performance ................................................................ 8
Other Liquidated Damages Assessments ........................................................................... 9
Minor Breach .................................................................................................................................... 9
Modification of Liquidated Damage Amounts ................................................................................ 0
Authority to Impose and Collect liquidated Damages................................................................... 0
Payment of Liquidated Dainages ..................................................................................................... 0
Appeal of Liquidated Dan1ages ...................................................................................................... .
Liquidated Damages Are Not Mutually Exclusive ....................................................................... ..
Ambulance Vehicles ...................................................................................................................... ..
Ambulance Vehicle Fleet Requirements ........................................................................................ .
Ambulance and Emergency Vehicle Replacement ......................................................................... 2
Communications Equipment .......... :................................................................................................. 2
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Pmtable Radios 42
Pagers 42
EMS Med Channel Radios ........................... : ..................................................................... 2
Other Radios 42
Global Positioning Satellite (GPS) ......................................................................... _ ............ 3
In-Vehicle Mapping and Response Information Technology ........................................... 3
Fuel and Lubricants for Ambulances and Emergency Vehicles ..................................................... 3
1943526vl / 19670.0001 COUNTY OF FRESNO
FRESNO, CAI.IFORNIA
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I. County Fuel System Access ............................................................................................... 3
AA. Vehicle Maintenance Program ......................................................................................................... 5
BB. On-Board Equipment and Supplies ...................................................................... :.......................... 5
I. Resupply 45
CC. Non-Transpo11ing First Responder Agencies .................................................................................. 6
I. Equipment and Supply Program ........................................................................................ 6
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First Responder Assistance Program ................................................................................. 7
Training Assistance Program ............................................................................................. 7
DD. Integration of Services...................................................................................................................... 8
EE. Committees ....................................................................................................................................... 8
FF. Quality Assurance and Quality Improvement................................................................................. 8
GG. Inquiries and Complaints ................................................................................................................. 9
HH. Disaster Response............................................................................................................................. 0
II. Disaster Response Vehicle ............................................................................................................... 2
JJ. Field Supervisor ................................................................................................................................ 3
KK. Bariatric Ambulance ......................................................................................................................... 3
LL. Critical Care Transport..................................................................................................................... 4
MM. Advanced Life Support (Paramedic) Technical Rescue Team ..................................................... ..
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Staffing55
Coordination with SWAT Team Responses...................................................................... 5
County-v,dde Response....................................................................................................... 5
NN. Special Event and Standby Services ................................................................................................ 5
00. EMS Aircraft .................................................................................................................................... 6
PP. Data Collection and Records ............................................................................................................ 6
QQ. Systen1 Education ............................................................................................................................. 0
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EMS Continuing Education................................................................................................ 0
Paramedic Assist Training.................................................................................................. 0
Primary Training................................................................................................................. 0
Community Education ........................................................................................................ 0
30 5. Driver-Training 61
1943526vl I 19670.0001 COUNTY OF FRESNO
FRESNO, CALIFORNIA
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6. Health Insurance Portability and Accountability Act of 1996 ......................................... .
7. Preparation for Multi-Patient Response ............................................................................ .
Safety Progran1 .. .. . .. . .. .. . . .. . ....... .. . . . .. .. . .. . . . ... ........ ...... .. .. .. . .. .. .. .. ....... .... ........ ................ ... . . .. ... . ... ... ... ... 2
Employee Assistance Program ......................................................................................................... 2
Other Requirements .......................................................................................................................... 2
UU. Contract Administration ................................................................................................................... 2
VY. Dispute and Appeals Process ..................... ,..................................................................................... 3
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Overview 63
Appeal to the EMS Agency Director................................................................................. 4
Appeal to the EMCC .......................................................................................................... 5
Appeal to the Department of Public Health Director ........................................................ 5
V. Compensation Standards ................................................................................................................................... 6
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Compensation................................................................................................................................... 6
Fee-for-Service .... '............................................................................................................................. 7
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Maximum Allowable Fees................................................................................................. 7
Billing Definitions .............................................................................................................. 7
User Fee Adjust1nent ........................................................................................................................ 9
Itemized Charges .............................................................................................................................. 0
On-Scene Collections ............................................................................... , ....................................... 0
2 0 VI. Default Protection Provisions . .......................................................................................................................... 0
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Performance Security .. .. . .. . .. . ... ... ... ....... .. . ..... ... . .... . ..... . . .. .. .. .. . . .. . . . .. .. . .. ... .. ... . . . ... . ... . ... ........ ........... ... . 0
Performance Security Cancellation Notification ............................................................................. .
Liquidated Damages for Default or Breach of this Agreement .................................................... ..
Notice of Adverse Financial Conditions.......................................................................................... 2
2 5 VII. Standard Contract Provisions ............................................................................................................................ 3
2 A. Term of this Agreement and Renewal Provisions ........................................................................... 3
1943526vl / 19670.0001 COUNTY OF FRESNO
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Commencement Date ......................................................................................................... 3
Initial Term of Agreement .................................................................................................. 3
Renewal Provision . .. ... ... . ................................. ..... .... ..... ... ................ ..... ......... ... . .. .. . ... . .. . . ... 3
Termination of Agreement ............................................................................................................... 4
1. County's Tennination Without Reason ............................................................................. 4
2. Contractor's Termination Due to County's Material Breach of this
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Agreement 75
County's Termination Due to Contractor's Material Breach of this
Agreement 75
Notice to Contractor of Material Breach ............................................................................ 9
Declaration of Material Breach of this Agreement and Emergency
Takeover/ Replacement of Service ..................... ............................................................... 9
Dispute After Takeover/Replacement ........................................................................ ; ...... .
Breach Not Dangerous to Public Health and Safety ......................................................... .
Liquidated Damages for Material Breach and Takeover/Replacement
Service 83
End-term Operations Provisions .... :................................................................................... 3
Independent Contractor ................................................................................................................... .
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Independent Contractor ..................................................................................................... .
Compliance with Applicable Laws, Rules, and Regulations ............................................ 5
Contract Commitments ....................................................................................................... 5
Outside Work 85
Most.Favored Customer ............................................ , ........................................................ 0
Contractor Has No Right to Continue Providing Services Beyond the
Term of This Agreement ................................................................................................... .
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Advertising Restrictions ........................................................................................... : ......... .
Pennits and Licenses .................................................................................................. : ...... .
Provisions Regarding Personnel ....................................................................................................... 2
l. Rights and Responsibilities of Operations Personnel (Prehospital and
Dispatch) 92
1943526vl i 19670.0001 COUNTY OF FRESNO
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Reasonable Work Schedules/Working Conditions ........................................................... .
Reasonable Compensation and Fringe Benefits Required ............................................... .
Employee Recruitment, Screening, and Orientation ........................................................ .
Treatment of Incumbent Workers...................................................................................... 5
Non-Discrin1ination .................................................................................................... :....... 5
7. Professional Conduct and Courteous Service.................................................................... 5
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Character and Competence of Personnel........................................................................... 6
"Bait and Switch" Bidding Prohibited ............................................................................... 6
E. Standard Provisions .......................................................................................................................... 7
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Conflict of Interests............................................................................................................ 7
Non-Transferable Agreement ............................................................................................. 7
Use of Subcontractors......................................................................................................... 8
Modification 98
Rights and Remedies Not Waived ..................................................................................... 9
Consideration I 00
Monitoring Costs .............................................................................................................. I 0
Governing Law IOI
Cost of Enforcement ............................................................................................... ; ......... I
Invalidity JOI
Indemnity and Hold Harmless .......................................................................................... I
Insurance 103
Annual Financial Review ................................................................................................. 1 5
Entire Agreement .............................................................................................................. I 5
No Personal Liability of County or EMS Agency Officers, Agents or
Employees or County Contractors ................................................................................... I 6
County and EMS Agency Retain Privileges, Immunities, Rights and
Defenses 106
No Intended Third Party Beneficiaries to this Agreement .............................................. I 7
Survival of Contractor's Obligations Following Termination of this
3 0 Agreement I 07
1943526vl / 19670.0001 COUNTY OF FRESNO
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1 18. Time is of the Essence ...................................................................................................... 1 7
2 19. Notices 107
3 20. Execution of Agreement ................................................................................................... I 8
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Exclusive Operating Area -Overview Map
Fresno Metropolitan Response Area -Map
Clovis Metropolitan Response Area -Map
Kerman metropolitan Response ~rea-Map
Suburban Response Area -Map
Rural Response Area -Overview Map
Rural East Response Area -Map
Rural West Response Area -Map
Wilderness Response Area -Map
Areas of Fresno County not Initially Included in the Exclusive Operating Area -Map
EMS Communications Floorplan
Disclosure of Self-Dealing Transactions
1943526vl I 19670.0001 COUNTY OF FRESNO
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1943S26vl I 19670.0001 COUNTY OF FRESNO
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Agreement No. 17-218
EMERGENCY MEDICAL SERVICES PROVIDER AGREEMENT
FOR EMERGENCY AMBULANCE SERVICE
County of Fresno Agreement Number: 17-218
THIS AGREEMENT is made and entered into this 16th day of __ M_a__._y ___ __,, 2017
5 (this "Agreement"), by and between the COUNTY OF FRESNO, a political subdivision of the State of
California, hereinafter referred to as "County", and K.W.P.H. ENTERPRISES, doing business as
7 AMERICAN AMBULANCE, a California corporation, whose address is 2911 East Tulare Street, Fresno,
8 California, 93 721, hereinafter referred to as "Contractor".
WITNESS ETH
10 WHEREAS, County is authorized by law to approve and implement an emergency medical
11 services system for the provision of emergency medical services ("EMS") and ambulance services to
12 persons within Fresno County; and
1 WHEREAS, County designated its Department of Public Health ("DPH") as the local
14 Emergency Medical Services Agency, hereinafter "EMS Agency", for the County of Fresno pursuant to
15 California Health and Safety Code Sectio•n 1797.200; and
1 WHEREAS, County and its EMS Agency recognize the need for the provision of emergency
1 7 medical services and ambulance transport services for those residents and visitors of Fresno County
18 which may become ill or injured; and
19 WHEREAS, County and its EMS Agency desire to limit the number of providers of Emergency
2 0 Ambulance Service in order to continue to maintain a cost effective system of ambulance services w~ich
21 provides high quality medical care; and
22 WHEREAS, pursuant to Division 2.5 of the California Health and Safety Code (the "Emergency
2 3 Medical Services System and Prehospital Emergency Medical Care Personnel Act," or the "EMS Act"),
2 4 the EMS Agency, upon the recommendation of the County, established an Exclusive Operating Area for a
2 5 single provider of emergency ambulance services with exclusiv~ rights to all emergency ambulance
2 services within the EOA, which includes all emergency ambulance services, 9-1-1 emergency responses,
2 7 7-digit emergency responses, advanced life support (ALS) ambulance, all critical care transport (CCT)
2 8 services, ALS interfacility transp01ts, and stand-by services with transport authorization (hereinafter
1943526vl t 19670.0001 COUNTY OF FRESNO
FRESNO, CAI.IFORNJA
(
(
1 referred to as "Emergency Ambulance Service").; and
2 WHEREAS, the EMS Agency developed, approved and issued an amendment to the local EMS
3 Plan, as approved by the State EMS Authority, for the selection of a provider of Emergency Ambulance
4 Service for the Exclusive Operating Area of Fresno County (the "EOA"), and such amendment designates
5 County as the awarding agency for the agreement concerning the provision of such services; and
WHEREAS, the EMS Agency prepared for the County a Request for Proposal (the "RFP") for
7 the selection of a provider of Emergency Ambulance Service for the EOA; and
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WHEREAS, on October 28, 2016, County issued the RFP; and
WHEREAS, on December 12, 2016, Contractor su,bmitted its credentials/proposal, bidder's price
10 sheet and bidder's budget information (the "Contractor's Prop9sal"); and
11 WHEREAS, pursuant to the EMS Act and the EMS Agency's EMS Plan, the County, upon the
12 recommendation of the EMS Agency, selected the Contractor as the provider of such services within the
1 EOA; and
14 WHEREAS, ~ontractor desires to provide Emergency Ambulance Services as authorized by law
15 within Fresno County and pursuant to the terms and conditions of this Agreement.
1 NOW, THEREFORE, for good and valuable consideration of the premises, representations,
1 7 covenants, terms, conditions, agreements, and assurances set forth herein, the sufficiency and adequacy of
18 which are hereby acknowledged by the paities as being received, County and Contractor hereby agree as
19 follows:
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I. Local Emergency Medical Services Agency
The parties acknowledge and agree that the County designated a local Emergency
2 2 Medical Services Agency ("EMS Agency") for County with the authority to plan, implement and
2 3 evaluate an emergency medical services system in Fresno County pursuant to California Health and
2 4 Safety Code Sections 1797.200 and 1797.204. The pa11ies further acknowledge and agree that the EMS
2 5 Medical Director of the EMS Agency has the full authority of a medical director set forth in Health and
Safety Code Section 1798.
JI. Scope of Agreei;nent
2
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28 The parties acknowledge and agree that the execution of this Agreement, according to its
1943526vl / 19670.0001 COUNTY OF FRESNO
FRESNO, CALIFORNIA
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1 terms and conditions hereof, shall fulfill any and all of the requirements for a written agreement between
2 Contractor and EMS Agency for the provision of advanced life support ("ALS") services as specified in
3 Division 9, Chapter 4, of Title 22 of the California Code of Regulations.
4 III. Terms and Conditions of RFP and Contractor's Proposal (
5 All terms and conditions set fo11h in the RFP, including any addenda issued thereto, and
all terms and conditions set fo11h in Contractor's Proposal, shall form an integral part of this Agreement
7 and are hereby incorporated herein by reference. The parties also acknowledge that the RFP sets forth
8 conditions under which this Agreement may be modified based upon changes in the provision of medical
9 services in the community and reimbursement therefore.
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IV. Performance Standards
A. Duties of Contractor
The Contractor shall furnish and/or manage ambulance and dispatch services,
13 including the communications facility, field operations, billing/collection services (provided, however,
14 Contractor shall not set its fees above the maximum user fees established by the County's Board of
1
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Supervisors (hereinafter "Board of Supervisors"), upon the recommendation of the EMS Agency, as
provided herein), personnel management, equipment maintenance, in-service training of the Contractor's
1 7 personnel, quality improvement monitoring, purchasing and inventory control, and numerous related
18 support services. The following County communications infrastructure will be used by the Contractor at
I
19 Contractor's expense as outlined in this Agreement: radio frequencies, repeater sites, dispatch radio, and
2 0 telephone equipment. All vehicles used in the provision of services for this Agreement, selected on-board
\
21 durable or reusable equipment, all communication infrastructure, outside of that directly provided by the
2 2 County, and all other equipment and software employed by the Contractor in the direct delivery of these
2 3 services shall be furnished by the Contractor.
24 All billings shall be conducted according to the billing standards specified in this
2 5 · Agreement. The Board of Supervisors shall have the authority to regulate maximum allowable user fees
2 as specified in Sections V.B. and V.C., herein.
2 7 The Contractor shall maintain a central ambulance facility, operate the County's
2 8 central dispatch facility (hereinafter the "EMS Communications Center"), and maintain all equipment and
1943526vl / 19670.0001 COUNTY OF FRESNO
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1 facilities; recruit, supervise, and manage personnel, and provide or arrange for in-service training of
2 Contractor's personnel, including, but not limited to, all dispatchers, field, and billing personnel; propose
3 and provide justification for fee changes; manage all billing and collection functions; provide data in a
4 manner consistent with the requirements in this Agreement; cooperate with and respond to the EMS
5 Agency and the EMS Medical Director, or his/her designee, on matters related to patient care; and
generally manage all aspects of its ambulance system operation.
7 By submitting its Proposal in response to the RFP and entering into this
8 Agreement, the Contractor promises, covenants, warrants and agrees to employ whatever level of effort is
9 necessary to achieve the clinical, response time, and other performance results required by the terms and
10 conditions of this Agreement. The Contractor promises, covenants, warrants and agrees that Contractor
11 shall provide Emergency Ambulance Services within the EOA twenty-four (24) hours-per-day, each and
12 every day of the year for one-hundred percent ( 100%) of the time that th is Agreement is in effect
13 according to the terms and conditions of this Agreement. The Contractor shall be responsible for
14 responding to all requests for ambulance service within the EOA received by the EMS Communications
15 Center and for transporting all patients that require Emergency Ambulance Services. The EMS
1 Communications Center operated by the Contractor shall coordinate requests for ambulance services
1 7 county-wide, including ambulance service areas that are outside of the EOA but within Fresno County,
18 EMS aircraft coordination throughout the four ( 4) County EMS region (including Fresno, Kings, Madera
19 and Tulare Counties), and fire dispatching services for fire agencies that are contracted for those services.
2 0 Consistent with the provision of such service, the Contractor shall furnish, operate, maintain and replace,
21 as necessary, any and all items of equipment, apparatus and supplies, whether real, personal, or otherwise,
2 2 and qualified personnel as may be necessary to fulfill its obligations under this Agreement.
23 The Contractor must perform to the response times as specified herein. These
2 4 response time standards may be adjusted by the County and EMS Agency, upon reasonable advanced
2 5 written notice by the County to the Contractor, through the course of this Agreement in order to maintain
2 a medically-effective and cost-effective system of emergency care. Such changes may qualify the
2 7 Contractor for a compensation adjustment under Section V .C., herein.
28 The Contractor shall respond to all requests for ambulance service, immediate,
1943526vl / 19670.0001 COUNTY OF FRESNO
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1 urgent or scheduled, which are received by the EMS Communications Center and that are located within
2 the EOA and/or are an Instant Aid/Mutual Aid responsibility of the Contractor.
3 EMS Dispatch Protocols. At any time during the term of this Agreement, the EMS Medical
4 Director may authorize EMS dispatch protocols that will categorize requests by call priority so that some
5 requests will not require an ambulance dispatch. The Contractor shall be an active participant, along with
the Regional Medical Control Committee, local managed care organizations, dispatchers, and the EMS
7 Agency, in analyzing and developing such protocols. Such changes may qualify the Contractor for a
8 compensation adjustment under Section V.C., herein.
The Contractor shall, at a minimum:
10 1. Operate an ambulance system within the EOA in order to meet all
11 response time and clinical standards.
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for vehicle operation.
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Employ and manage ambulance personnel and dispatchers.
Provide or contract for employee in-service training.
Provide or contract for equipment maintenance.
Furnish all vehicles, fuel, lubricant, and maintenance services necessary
Obtain and furnish any and all disposable medical supplies and items, and
18 medications used by Contractor and first responder agencies (i.e., fire departments which respond to
19 medical calls within the EOA) in the perfonnance of its services herein.
20 . 7. Operate the EMS Communications Center for county-wide services and
21 an ambulance system within the EOA to meet all response time and clinical standards.
22 8. Ensure courteous and professional conduct of office, communication
2 3 center, and field personnel at all times. Maintain good working relationships with all health care providers
2 4 and personnel, law enforcement agencies, and fire departments for continued first responder support, and
2 5 use of fire department facilities as ambulance posts, if applicable,.
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9. Secure new or replacement ambulance post locations, as necessary.
I 0. Market scheduled transport work and other ancillary services to improve
2 8 system and disaster response capacity.
1943526vl I 19670.0001 COUNTY OF FRESNO
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1 11. Maintain neat, clean and professional appearance of personnel,
2 equipment and facilities.
3 12. Consummate mutually beneficial support agreements with neighboring
4 ambulance services, subject to approval by the EMS Agency.
5
7
8
9
10
11
13.
participation in:
Promote and maintain a good reputation in Fresno County through
a.
b.
C.
d.
e.
Publishable research;
Industry affairs;
Prompt response and follow-up to inquiries and complaints;
Leadership and participation in community activities; and
Public information and education including press relations,
12 explanations regarding fees, regulations and system operations, increasing public awareness and
13 knowledge of the EMS System, injury/mortality prevention/reduction, and general health and safety
14 promotion including the provision of cardiopulmonary resuscitation ("CPR") and first-aid training to the
15 public (e.g., health fairs, school programs, radio and local talk shows and business group meetings).
1 14. Participate actively in the medical audit process, and provide special
1 7 training/support for personnel in need of such assistance or skills. The Contractor shall maintain
18 knowledge of development in equipment and procedures throughout the industry and report such
19 developments to the EMS Agency.
20
21
15.
16.
Maintain State and local vehicle permits and personnel certifications.
Cause the County's EMS Agency Policy and Procedures (which
2 2 includes medical policies, procedures and standards issued by the EMS Agency, hereinafter referred to as
2 3 the "EMS Agency Policy and Procedures" and individually referred to as "EMS Policy#") to be properly
2 4 maintained in the field and in the dispatch center through personnel in-service training, revisions and
2 5 amendments to Contractor's employee handbook, newsletters, and employee orientations.
2 17. Advise the County and EMS Agency concerning financial implications
2 7 of system changes under consideration.
28 18.
1943526vl I 19670.0001 COUNTY OF FRESNO
FRESNO, CALIFORNIA
When requested by neighboring jurisdictions, or the EMS Agency,
6
1 analyze service and develop a proposal to furnish service to such jurisdictions.
2
3
4 training programs.
5
19.
20.
21.
Operate a data processing, billing, collection and reporting system.
Provide adequate numbers of EMS Training Officers for prehospital
Provide data and records to the EMS Agency, the Regional Medical
Control Committee, and the Fresno County Emergency Medical Care Committee ("EMCC").
7 22. Operate the EMS Communications Center for,the County and EMS
8 Agency, including the provision of call prioritization and medical/fire pre-arrival instruction according to
9 the standards established by the EMS Agency.
10 23. Provide, upon request, in-service training to first responder personnel on
11 procedures for basic life support ("BLS") personnel.
12 24. Provide disaster response vehicles that are capable of transporting
13 equipment and personnel to a disaster location and, is authorized by the California Highway Patrol as an
14 emergency response vehicle.
15
1
1 7 Supervisor.
18
25.
26.
27.
Provide an advanced life support (paramedic) technical rescue team.
Provide continuous supervision of its operations through a Field
Provide, maintain and replace durable medical supplies and equipment
19 for first responder agencies within the EOA.
20 28. Provide its own central facility for ambulance operation. In addition, the
21 Contractor shall maintain a business office within Fresno County in a location that is readily accessible to
2 2 the public. The business office ~hall be open during normal business hours and business days, at least four
2 3 (4) days-per-week (8 a.m. to S p.m.), except for those weeks affected by a State or Federal holiday, in
2 4 which case such office shall be open a minimum of three (3) days for that week. Personnel at the business
' 2 5 office shall be trained and authorized by the Contractor to provide necessary information to the public and
2
27
customers.
29. Pay the County's Monitoring Costs as an annual fee for the cost of
2 8 monitoring Contractor's operational and clinical performance and other compliance with the terms of
1943526vl / 19670.0001 COUNTY OF FRESNO
FRES:slO, CALIFORr-:IA
7
1 the Agreement.
2
3
B. County and EMS Agency Responsibilities
The County and EMS Agency shall have the following responsibilities with
4 regard to this Agreement:
5 I. Approve and implement an Emergency Medical Services (EMS) System
consistent with State law and regulation and authorize a system of advanced life support (paramedic)
7 services and medical direction.
8 2, Provide a system of medical oversight/medical direction for the EMS
9 System and a coordinated quality assurance and quality improvement program for the EMS System.
10 3, Refer calls for ambulance, advanced life support (paramedic) services,
11 and emergency medical services within the geographic areas set forth herein to the Contractor in
12 accordance with established EMS Agency Policy and Procedures.
1 4, Designate the Contractor as the exclusive provider of Emergency
14 Ambulance Services for the EOA, consistent with the tenns and conditions of t~is Agreement, the Local
1 S EMS Plan and the EMS Act.
1 5, Assist the Contractor in developing, implementing, and maintaining an
1 7 internal field supervision system to provide evaluation of the Contractor's prehospital and dispatch
18 personnel providing services according to the standards established by the EMS Agency.
19 6. Perform periodic and annual inspections of the Contractor's ambulance
2 0 service records, vehicles, facilities, personnel certifications, and patient billings.
21 7. In the event of the reduction or termination of emergency medical
2 2 services, be responsible for complying with all laws, if any, ·respecting reduction or tennination of such
2 3 services (both those that are now in effect or may hereafter be enacted or adopted).
24 8, Administer this Agreement in order to monitor the perfonnance of
2 5 services which are the subject of this Agreement.
2 9. As required by law, conduct periodic bid competition to select the
2 7 EOA 's provider of Emergency Ambulance Services.
28 10.
1943526vl I 19670.0001 COUNTY OF FRESNO
FRESNO, CALIFORNIA
To review and, in its discretion, as provided herein, approve the user
8
1 fees charged by the Contractor.
2 II. To review and, in its discretion, as provided herein, approve contractual
3 commitments made by the Contractor when such commitments would extend beyond the term of this
4 Agreement.
5 12. Provide an EMS communication system infrastructure, including the
EMS Communications Center, as specified herein.
7 13. Pay monthly compensation for ambulances services provided to the
8 County or County's facilities such as County's Jail facilities, County's Juvenile Justice Campus, and
other County correctional facilities, and for persons in the Sheriffs custody or persons certified by the
10 County as being in the County's Medically Indigent Se;vices Program pursuant to Welfare and
11 Institutions Code Section 17000.
12 14, Pay monthly compensation for the provision of fire dispatching services
1 pursuant to the executed agreements with fire agencies.
14 The County will cause the EMS Agency to carry out the responsibilities of the
15 EMS Agency under this Agreement.
C. Perfo1mance Agreement 1
17 The Contractor's proposed level of effort to provide services under this
18 Agreement does not relieve the.Contractor from performing its minimum performance requirements
19 under section IV. Perfonnance Standards herein and elsewhere in this Agreement to the satisfaction of the
2 0 County and the EMS Agency. The Contractor's obligations to perform under this Agreement may be
I
21 summarized as follows:
2 2 When a request for services is received by the Contractor at the EMS
2 3 Communications Center, an appropriately trained dispatcher must answer that request promptly, must
2 4 follow approved dispatch procedures, offer planned pre-arrival assistance and. must,manage the
2 5 appropriate EMS or fire response, given the nature of the request, and the competing demands upon the
2 system at that point and time, including, when appropriate, the notification of non-transport first
2 7 responder and EMS aircraft provider agencies. At any time during the term of this Agreement, with the
2 8 approval of the EMS Medical Director, this may include referring low priority requests to the calling
1943526vl / 19670.0001 COUNTY OF FRESNO
FRES:--10, CALIFORNIA
9
1 party's managed care plan or the Contractor providing "advice nurse" services under contract to managed
2 care plans and integrated delivery systems or, subject to the paragraph titled "EMS Dispatch Protocols"
3 under section IV. A. herein, denying the inappropriate use of emergency medical services. The changes
4 mentioned in the immediately preceding sentence may qualify the Contractor for a compensation
5 adjustment under Section V.C., herein.
Ambulance response times must meet the response time standards set forth
7 herein, and every ambulance unit provided by the Contractor must, at all times, except as authorized by
8 the County and the EMS Agency in writing, be equipped and staffed to operate at the advanced life
9 support (paramedic) level on all ambulance responses, including immediate, urgent and scheduled
10 responses. BLS ambulances may be used on urgent and scheduled responses in accordance with this
1 Agreement and EMS Agency Policy and Procedures. Clinical performance must be consistent with EMS
12 Agency-approved medical standards and protocols. The conduct and appearance of the Contractor's
13 personnel must be professional and courteous at all times. Patient transportation and disposition shall be
14 according to EMS Agency Policy and Procedures. At any time during the term of this Agreement, with
1 the approval of the EMS Medical Director, such procedures may include mechanisms for alternate
1 transport destinations, and expanded "treat and release" and "treat and alternate transportation" protocols.
1 7 Services and care delivered must be evaluated by the Contractor's internal
18 quality improvement program, and as necessary through the EMS Agency's quality improvement
1 program in order to improve and maintain effective clinical performance. The Contractor must have
2 0 systems in place to detect and correct performance deficiencies and to continuously upgrade the
21 performance and reliability of the entire EMS System. Clinical and response time performance must be
22 reliable, with equipment failure and human error held to a/minimum through attention to performance,
2 3 protocol, procedure, perfo1mance auditing, and prompt and definitive corrective action. This Agreement
2 4 process requires the highest levels of performance by and reliability of Contractor, and mere
2 5 demonstration of effort, even diligent and well-intentioned effort, shall not substitute for performance
2 results, as required in section IV. Performance Standards, to be provided by Contractor hereunder.
2 7 Subject to sections IV. and VI I. herein, contractor acknowledges that if it fails to perform its obligations
2 8 under this Agreement without curing such deficiencies, the County and the EMS Agency will take the
1943526vl / 19670.0001 COUNTY OF FRESNO
FRESNO, CALIFORNIA
10
1 necessary steps to promptly replace the Contractor with another contractor in order to protect the public
2 health and safety.
D. Scope of the Exclusive Operating Area (EOA)
4 The pmties acknowledge and agree that the EMS Act allows the EMS Agency,
5 upon the recommendation of the County, to restrict operations to one (I) or more emergency ambulance
services or providers of limited advanced life support or advanced life support within a specific
7 geographic area. According to the procurement process leading up to this Agreement, the EMS Agency
8 will restrict operations within the EOA to Contractor as a single emergency ambulance service selected
9 through such procurement process. No other entity will be authorized by the County or the EMS Agency
10 to operate as an emergency ambulance service within the EOA during the term of this Agreement (except
11 as otherwise provided in Section IV.D. l ., herein). As the only emergency ambulance service, the
12 Contractor will be the only entity providing ambulance services within the EOA allowed to utilize
13 ambulance vehicles equipped with red emergency warning lights and sirens pursuant to authorization by
14 the California Highway Patrol through California Vehicle Code Section 2416.
15 The procurement process leading up to this Agreement restricts operations
1 within the EOA to a single provider of Emergency Ambulance Services. No other providers of
1 7 Emergency Ambulance Services will be authorized by the County or the EMS Agency to operate such
18 services within the EOA during the term of this Agreement. However, the County and EMS Agency
19 reserve t1_1e right to allow providers other than the Contractor to operate enhanced first responder services
2 0 for 911 responses, including, but not limited to, advanced life support (paramedic) or BLS-defibrillation
21 first responder services, and to operate advanced life support (paramedic) air ambulance and/or air rescue
2 2 services within the EOA. This includes flights and air transportation within the EOA. Dispatch for
2 3 helicopter air ambulance/air rescue services shall be provided consistent with EMS Agency Policy and
2 4 Procedures.
2 5 The EOA does not restrict the provision of non-emergency transportation
2 services that may be provided by entities other than an emergency ambulance service and which do not
2 7 require vehicles equipped with emergency lights and sirens pursuant to California Vehicle Code Section
2 8 2416, including, but not limited to, services provided by wheel chair or litter van services.
1943526vl I 19670,0001 COUNTY OF FRESNO
FRESNO, CAI.IFORNIA
11 \
1
2
I. Limited Exceptions to the EOA
The EOA shall encompass the operation of all ground Emergency
3 Ambulance Services within the EOA with the following exceptions, in which cases the EOA shall not
4 apply to such services:
a. Disaster Assistance -Ambulances providing a,ssistance at the
County's request during disaster incidents may operate within the EOA.
b. Instant Aid/Mutual Aid -The provision of ambulance services
outside of the EOA and pursuant to and requested in accordance with EMS Agency Policy and
Procedures, as authorized by a County representative, and/or under formal Instant Aid and Mutual Aid
I
1 agreements between the Contractor and a third party that have been reviewed and approved by the County
1 and EMS Agency, shall be exempt from the EOA for that specific incident.
1
1
C. Contracted Specialty Care Units -Ambulance services
providing specialty interfacility care and transportation, specific to neonatal/pediatric transport utilizing
registered nurse and/or physician staffing, under a contract with a hospital or health maintenance
1 organization, may utilize ambulance vehicles equipped with red emergency warning lights and sirens only
1 for interfacility transports. Such vehicles and personnel may not be utilized for prehospital responses and
1 such units may not be staffed by paramedics in the place ofregistered nurses and/or physicians. This
1 includes neonatal and pediatric transport services under contract to Valley Children's Hospital and
1 Community Regional Medical Center.
2
2
d. Veteran's Administration (YA) Contract Ambulance Services -
Ambulance services operating pursuant to a Federal contract for direct purchase of ambulance services
for the Veteran's Administration shall be exempt from the EOA solely for the purpose of servicing that
contract.
E. Inherent Potential Limitations to the EOA and this Agreement
Notwithstanding anything else stated to the contrary in this Agreement,
Contractor acknowledges and agrees that:
I. The nature and extent of the County's and the EMS Agency's authority
to create, to operate under, to enforce the EOA and to authorize the Contractor to provide emergency
1943526vl I 19670.0001 COUNTY OF FRESNO
FRESNO, CA!.IFORNIA
12
1 medical services under this Agreement is governed by the California Constitution and the laws and
2 regulations thereunder, including, but not limited to, the EMS Act and Title 22, Division 9 of the
3 California Code of Regulations.
4 2. In this regard, the Contractor shall not be granted any greater rights or
5 authorization under this Agreement or in connection with the EOA than the County and the EMS Agency
possess under the Constitution and the laws and regulations thereunder and are authorized to confer upon
7 the Contractor. Therefore, if.the rights or authority of the County oi:_the EMS Agency to create, to operate
8 under, to enforce the EOA or to authorize the Contractor to provide emergency medical services under
9 this Agreement are limited or eliminated in any manner ( e.g., by a co'urt of competent jurisdiction or by a
1
11
constitutionally-allowed legislative enactment), then:
a. the Contractor's affected rights under this Agreement shall be
12 limited or eliminated, accordingly, and neither the County nor the EMS Agency shall be liable therefore;
13 and
14 b. the County and the Contractor shall enter into negotiations
15 concerning the scope of Contractor's performance of services, and compensation that may be provided
1 under the remainder of this Agreement, and upon the mutual agreement thereof between the parties, the
1 7 paities will enter into a written amendment to this Agreement pursuant to Section VII.E.4., herein.
18
19
F. Geographic Area of the Exclusive Operating Area (EOA)
Fresno County is located in the Central San Joaquin Valley and is the tenth
2 0 largest County in the State of California. The County is 6,004 square miles, stretching from the Sierra
21 Nevada mountain range on the east to the coastal mountain range on the west. From east to west,
2 2 County boundaries stretch 13 5 miles. According to the 2015 State Department of Finance estimates,
2 3 the population of Fresno County is 984,541. The predominant land use in the County is agricultural.
2 4 Fresno County is the richest, most diverse farming area in the United States. Fresno County includes a
2 5 major urban center, rural agricultural areas, mountainous recreational areas, and remote wilderness
2 areas.
2 7 The Fresno County EOA is approximately 3,804 square miles and amounts to
2 8 63.3% of the total geographical area of Fresno County. The EOA includes a major urban center, rural
1943526vl / 19670.0001 COUNTY OF FRESNO
FRESNO, CALIFORNIA
13
1 agricultural areas, mountainous recreational areas, and remote wilderness areas, as illustrated in
2 Attachments A-I and A-9, hereof, and includes the Cities of Clovis, Fresno, Firebaugh, Kerman,
3 Mendota, San Joaquin and the unincorporated areas of Fresno County including the communities of
4 Auberry, Biola, Caruthers, Friant, Laton, Riverdale, Shaver Lake, Tollhouse, and Tranquility. The
5 geographic area of these foregoing areas outside the EOA are described in Attachment B, attached hereto
I
and incorporated herein by this reference.
7 G. Expansion of the Ambulance Response Area
8 The County and the EMS Agency shall have the sole option, in their discretion,
9 to require the Contractor to be responsible for providing Emergency Ambulance Services to areas not
10 initially included in the EOA, pursuant to the terms and conditions of this Agreement. In addition, if the
11 Contractor provides these additionally-required services, the Contractor may request that the County and
12 the EMS Agency adjust the maximum allowable user fees, as provided in Section V.C., herein. The
13 addition of these optional areas is intended to provide a safety net for the residents and visitors of these
14 areas should a major disruption of ambulance services occur with the current provider agency for one or
15 more non-exclusive service areas.
16 Contractor shall work cooperatively with the adjacent non-exclusive provider
1 7 agencies to provide a coordinated ambulance delivery system. However, the potential exists that, during
18 the term of this Agreement, one or more of the current non-exclusive provider agencies may discontinue
1 or significantly downsize its operation. In any such a case, the County and EMS Agency may require that
2 0 the Contractor implement services under this Agreement within such area(s). In the event the County or
21 EMS Agency requires Contractor to provide services within such areas, the County and Contractor shall
2 2 proceed under Section V.C., herein.
23 ,Upon thirty (30) calendar days advance written notice from the EMS Agency of
2 4 the requirement to expand services to additional area(s) as described hereinabove, the Contractor shall be
2 5 required to provide Emergency Ambulance services in any or all of the following areas for the remainder
2 of the tenn of this Agreement. The Contractor shall provide the EMS Agency with an updated system
2 7 Status plan that includes the coverage for each expanded zone. Each area would receive back-up
2 8 ambulance coverage consistent with the Contractor's requirement to provide back-up ambulance
I943526vl I 19670.0001 COUNTY OF FRESNO
FRESNO, CALIFORNIA
14
1 coverage with its existing rural-based units in the EOA (Section IV.K., herein). The specific optional
2 areas are as follows:
3
4
5
I.
2.
3.
Coalinga/Huron Services Area-Zone C
Selma/Fowler Service Area -Zone G
Sanger/Pine Flat Reservoir Service Area -Zone I
4. Reedley/Orange Cove/Parlier Service Area -Zone J
S. Kingsburg Service Area -Zone K 7
8 The County and the EMS Agency may exercise their option to require the
Contractor to provide services pursuant to the terms and conditions of this Agreement in any of the non-
10 exclusive areas at any time. The exercise of such option as to one or more non-exclusive area shall not
11 preclude the County or the EMS Agency from exercising this option as to any other non-exclusive areas
12 at any subsequent time during the term of this Agreement.
1 The geographic area of each of these service areas are described in Attachment
14 B. The Contractor shall be responsible for response time performance standards and for the performance
15 of the Contractor's other obligations under this Agreement for such areas.
1
17
H. Estimated Business Volume
The County specifically makes no representations or guarantees concerning the
18 number of requests for ambulance service, ambulance transports, quantities or length of long-distance
19 transfer services, or frequency of special events coverage which will be associated with this Agreement.
2 0 Any and all historical data on past volumes of business in the EOA or within the County that may be
2 provided by County to Contractor are used mainly to illustrate the historical level of performance and not
22 as a guarantee or assurnnce of future business volume.
I. Ambulance Staffing 23
24 The Contractor shall provide one-hundred percent ( I 00%) of the Emergency
2 5 Ambulance Services within the EOA, Ambulances shall be staffed and equipped at the appropriate
2 response level for the response incident (ALS or BLS). The Contractor may utilize its own discretion
2 7 on resource management with regard to advanced life support (paramedic) ambulance units. The
2 8 Contractor may operate a single-iiered system -utilizing advanced life support (paramedic) ambulance
1943526vl / 19670.0001 COUNTY OF FRESNO
FRESNO, CALIFOR!',;IA
15
1 units for all responses or the Contractor may operate a multi-tiered system -staffing different types of
2 units with different staffing levels in order to service the various types of responses. The Contractor has
3 the operational flexibility to operate under either model in order to provide a cost-effective system.
4 However, the Contractor's obligation to perform its minimum performance requirements under this
5 Agreement to the reasonable satisfaction of the County and the EMS Agency shall not be lessened if
Contractor elects to operate a multi-tiered system -that is, the Contractor shall in any event be responsible
/
7 to provide an appropriately staffed and equipped ambulance unit to one-hundred percent ( 100%) requests
8 for services, as defined in the EMS Agency Policy and Procedures.
9 The EMS Agency requirement for minimum staffing of advanced life support
10 (paramedic) units is one (1) currently California-licensed and locally':accredited paramedic and one (1)
11 currently trained and locally ce1tifted EMT. The minimum staffing for a BLS unit is two (2) locally
12 ce1tifted EMTs.
13 The utilization ofBLS ambulances as a part ofa multi-tiered system, and, in the
14 case of incidents which require the response of an advanced life support (paramedic) ambulance unit, the
15 Contractor utilizes BLS ambulances in conjunction with non-transport advanced life support (paramedic)
1
17
units, the following standards shall apply:
a. Response time performance shall be determined according to Section
18 IV.N., herein;
19 b. Rendezvous between BLS ambulance units and advanced life support-
2 0 · (paramedic) units shall be initiated according to the standards described in EMS Policy #51 O; and
21 C. Such BLS ambulance personnel shall adhere to EMS Agency Policy and
2 2 Procedures regarding treatment and the urgency of transport. Patient transport shall not be inappropriately
2 3 delayed, contrary to EMS Agency Policy and Procedures, in order to wait for the arrival of a non-
2 4 transport advanced life support (paramedic) unit in order to prevent the levy of liquidated damages
2 5 regarding a BLS response.
2 d. BLS level ambulances for services under this Agreement shall be
2 7 equipped and staffed at the BLS-defibrillation level.
28 The Contractor may subcontract with other organizations for partial or full
I943526vl I 19670.0001 COUNTY OF FRESNO
F!UoS1'0, CAI.JFOR~IA
16
1 staffing of ambulance units subject to Section VII.E.3., herein. Under such contracted staffing
2 arrangements, the Contractor shall remain solely responsible fo~ perfonning its minimum perfonnance
3 requirements under this Agreement to the satisfaction of the County and the EMS Agency.
4
5
J. Deployment of Ambulance Units and System Status Management Plan
1. System Status Management Plan
The Contractor's method and manner for providing ambulance services
7 (including rural coverage.and back-up) shall be documented in its system status management plan. The
8 Contractor's proposed system status plan submitted in the Contractor's proposal to the RFP shall serve as
9 the initial system status plan. The Contractor shall provide the EMS Agency with fifteen (15) calendar
10 days advanced written notice of changes in the system status management plan which lower the priority
11 of rural back-up coverage, or which result in a net decrease in unit hours either in the Metropolitan,
12 Suburban, Rural, or Wilderness areas. The EMS Agency's review and/or recommendations on the system
13 status management plan or any modified plan is not an approval or acceptance by the County or EMS
14 Agency of the Contractor's level of effort to perform services under this Agreement, nor may it be
15 inferred that such level of effort is a substitute for Contractor's performance of its minimum performance
1 requirements under this Agreement to the satisfaction of the County and the EMS Agency.
1 7 Although the Contractor may employ and alter its system status
18 management plan, the Contractor shall be held responsible for response time results, and for providing
19 response times among the various areas of the EOA on a substantially equal basis. The Contractor may
2 0 implement temporary adjustments or modifications, which do not last longer than a single day, to its
21 system status plan to meet operational needs or changes in demand without the required fifteen ( 15)
22 calendar days' notice as provided in the foregoing paragraph. The Contractor's system status management
2 3 plans shall reflect each staffing plan for ALS and BLS ambulances.
24 2. Unit Hour Utilization and Personnel Scheduling
2 5 The parties acknowledge and agree that an important factor affecting
2 response time reliability and system efficiency is effective unit hour utilization. Under this Agreement,
2 7 the Contractor is allowed and encouraged to employ innovative and sophisticated techniques for
2 8 maximizing unit hour utilization. If the Contractor utilizes 24-hour shifts, the Contractor is subject to a
1943526vl / 19670.0001 COUNTY OF FRESNO
FRESNO, CALIFORNIA
17
1
1 maximum monthly unit hour utilization ratio of0.40 (which is measured for each 1individual ambulance).
2 Unit hour utilization ratio is defined as the number of arrivals divided by the number of actual unit hours
3 for each individual ambulance. The Contractor may not operate above this level without approval by the
4 EMS Medical Director. However, so long as the Contractor's response time performance exceeds the
5 requirements of this Agreement, and provided that the Contractor can show the EMS Medical Director
,-
that the increased productivity will not place an unreasonable workload upon field personnel, the EMS
7 Medical Director shall not unreasonably withhold its approval of the Contractor's request to exceed the
8 maximum unit hour utilization ratio. The EMS Medical Director may at his or her discretion, review and
modify the method of measurement of unit workload.
K. Rural-based Ambulance Units and Back-up Ambulance Coverage
The Contractor shall be responsible for stationing ambulance units at specific
12 locations throughout the EOA ("rural-based ambulance coverage") consistent with its system status plan
13 submitted in its proposal to the RFP.
14
15
L. Instant Aid and Mutual Aid Requests
To the extent that the Contractor has units available, and to the extent consistent
1 with its primary responsibility to provide ambulance and emergency medical services in the EOA, the
1 7 Contractor shall, in accordance with EMS Agency Policy and Procedures, render immediate "Instant Aid"
18 and "Mutual Aid" to those providers of emergency medical services operating within adjacent areas in
1 9 order to ensure that timely emergency medical services are rendered to persons in need of such services
2 0 within those areas.
21 I. "Instant Aid" shall J;>e defined as a request for immediate response to an
2 2 incident within the jurisdiction of another provider or agency. Such responses may be the subject of a pre-
2 3 established agreement between the Contractor and such provider or agency. Example: a request for a
2 4 response into the service area of another agency due to the Contractor's unit being the closest available
25 unit.
2 2. ·'Mutual Aid" shall be defined as a request for immediate response to a
2 7 an incident where the primary ambulance response agency has no available ambulance to respond or a
2 8 major incident which has overwhelmed or exceeded the resources of another provider or agency, and is
1943526vl I 19670,0001 COUNTY OF FRESNO
FRES~O. CALIFORNIA
18
1 not the subject of an "Instant Aid" agreement.
2 The Contractor shall be responsible for providing an Instant Aid ambulance
3 response to all areas of Fresno County and adjacent counties. In this regard, the Contractor shall be
4 responsible for sending an appropriately staffed ambulance in those cases where the Contractor's unit is
5 the closest available ambulance in response to a request for service and/or a multi-casualty incident. For
Instant Aid/Mutual Aid calls which require an immediate dispatch (Priority I or 2) or urgent dispatch
7 (Priority 3 or 4), the Contractor is responsible for immediately dispatching the closest available unit,
,8 however, no response time standards will be required of the Contractor for responses outside of the EOA ..
9 For scheduled calls (Priority 5), the Contractor must dispatch an appropriate ambulance within thirty (30)
10 minutes of notification of the call or within thirty (30) minutes of the scheduled pick-up time (whichever
11 is later).
12 It is understood that each ground ambulance provider within the County is
(
13 required to provide an Instant Aid/Mutual Aid response when it is the closest unit to an incident in an
14 adjacent service area. However, none of these agencies, including the Contractor is required to provide
1
1
back-up coverage outside of its contract service area. The Contractor may negotiate Instant Aid/Mutual
Aid agreements, or backup coverage agreements, with surrounding provider agencies to provide for
1 7 coverage and response, subject to the EMS Agency's review and written approval.
18
19
M. Dispatch Center Operation
As a part of the services under this Agreement, the Contractor shall be
2 0 responsible for staffing and operating the EMS Communication Center.
21
22
I. Overview of EMS Communications Center Operations
a. The Contractor shall provide emergency dispatch services for
2 3 EMS and fire providers throughout the EMS region. Responsibilities of the Contractor at the Fresno
2 4 County EMS Communications Center include:
25 (1) Receive and process calls for emergency medical and
2 6 fire assistance from primary and/or secondary public safety answering points and from seven-digit and
2 7 "ring-down" telephone lines;
28
1943526vl I 19670.0001 COUNTY OF FRESNO
FRESNO, CAI.IFORNIA
(2) Utilizing the International Academy Emergency
19
1 Medical Dispatch (EMO) and Emergency Fire Dispatch (EFD) Protocols, prioritize the urgency of the
2 response to medical and fire incidents;
3 (3) Process and monitor EMS and fire responses using the
4 County's computer aided dispatch (CAD) system;
5 (4) Dispatch appropriate EMS and fire resources utilizing
radio communications and alerting equipment;
7 (5) Utilizing the EMO and EFD protocols, provide post-
8 dispatch and pre-arrival instructions to callers;
and other dispatch centers;
12
13 specialized equipment; and
14
15 needed.
1 b.
(6) Relay pertinent information to responding personnel
(7)
(8)
(9)
Monitor and track responding resources;
Coordinate mutual aid requests and requests for
Coordinate with public safety and EMS providers as
The Contractor shall work cooperatively with the EMS Agency
1 7 to plan for and implement upgrades and enhancements of its dispatch and communications system which
18 are mutually agreed, by the EMS Agency and the Contractor, to be beneficial to the system and
19 financially feasible for the Contractor.
20 C. The Contractor's dispatchers shall provide disaster and special
21 incident coordination. This may include coordinating hospital information on StatusNet (hospital-to-
2 2 h9spital communications system) or the Hospital Emergency Administrative Radio (HEAR) and
2 3 receiving information on the State Office of Emergency Services Operational Area Satellite Information
2 4 System (OASIS). During such time of unusual occurrence, the Contractor's dispatcher staff and the
2 5 County's Depaitment of Public Health, including EMS Agency staff, shan work in conjunction with each
2
27
other to manage medical dispatch coordination for the incident.
d. Other than the EMS Agency's normal business hours, the EMS
2 8 Communication Center will be the primary point of contact for EMS Agency staff. The EMS
1943526vl I 19670.0001 COUNTY OF FRESNO
FRESNO. CALIFORNIA
20
1 Communications Center shall fo1ward messages received during these time periods to the EMS Agency's
2 Duty Officer. In addition, on a twenty-four (24) hour basis, the EMS Communications Center shall notify
3 EMS Agency staff of specific incidents, in accordance with EMS Agency Pol icy and Procedures.
4 e. The EMS Communications Center is the coordinating point for
5 initiating hospital diversions. The Contractor's dispatchers shall be responsible for adherence to
procedures regarding such diversions specified in the EMS Agency Policy and Procedures Manual.
7 f. The EMS Agency may evaluate the potential for additional
8 expansion of the role of the EMS Communications Center within the local EMS System during the term
9 of this Agreement. This includes, but is not limited to, interfacility transfer coordination and the tracking
10 of hospital bed availability, and the provision ofon-line medical direction through mobile intensive care
11 nurses (MICNs) based at the EMS Communications Center or other location agreed upon between
12 CONTRACTOR and EMS Director. The Contractor shall be an active paiticipant in the development of
13 these proposals and, where applicable, provide a written proposal to the EMS Agency regarding the cost
14 and funding of such proposals. Therefore, the Contractor acknowledges that it will anticipate such
15 proposals in the future to expand the role of the EMS Communications Center.
1 g. Contractor shall be responsible for providing dispatch services
1 7 for ambulance providers outside of the EOA and fire agencies within Fresno County. These fire and
18 ambulance agencies contract with the County for dispatch services and the Contractor's costs to provide
19 these dispatch services are included in the agreement and passed on to the Contractor. Under the current
2 0 arrangement, the Contractor allocates the cost of its services to the out of county ambulance providers and
21 participating fire departments to assure that the cost of operating the dispatch center is not fully costed to
2 2 the EOA. Specifically, the Contractor must ensure that out of county ambulance providers and fire
2 3 departments are paying their share of the cost of dispatch services to assure that the revenue from within
2 4 the EOA is not burdened with the full cost of providing dispatch services outside of the EOA.
25
2
2. Dispatch Documentation
The Contractor's dispatchers shall be responsible for documenting all
2 7 requests for ambulance service received by the EMS Communications Center. The primary method for
2 8 such documentation will be the Computer Assisted Dispatch ("CAD") system at the EMS
1943526vl / 19670.0001 COUNTY OF FRESNO
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21
1 Communications Center. Dispatchers shall be responsible for entering data into the CAD system in
2 accordance with EMS Agency Policy and Procedures. The Contractor's dispatch personnel shall directly
3 and immediately input requests for services into the CAD system as requests are received without initially
4 documenting the request in some other manner (e.g., writing dispatch infonnation on paper or some other
5 medium) in order to ensure the accurate recording of times relative to the request and the response.
The Contractor shall adhere to the County and EMS Agency's other
7 methods of dispatch documentation including the use of manual dispatch cards (during times of computer
8 failure), forms for the documentatio~ of hazardous materials and multi-casualty incidents, audio recording
9 systems at the EMS Communications Center, and coding conventions. utilized for both the CAD system
10 and manual dispatch card system.
11
12
3. Dispatchers
Dispatchers must be trained and certified in the Medical Priority
13 Dispatch System through the International Academy of Emergency Medical Dispatch (IAEMD) and Fire
14 Priority Dispatch System through the International Academy of Emergency Fire Dispatch (IAEFD).
15 Dispatchers are certified by the EMS Agency and are required to attend continuing education and
'
16 recertification testing in order to maintain their ce1tification. The Contractor's dispatcher training course
1 7 outline and curriculum shall be approved by the EMS Agency. Dispatch preceptors utilized to provide
18 direct dispatch training shall be approved by the EMS Agency.
19
20
a. Scheduling of Dispatchers
The Contractor shall provide a scheduling plan for dispatcher
21 staffing. At no time shall the dispatch staffing hours or number of minimum dispatchers on duty fall
2 2 below the Contractors bid proposal, except as approved by the EMS Agency. The staffing schedule may
2 3 be adjusted to "peak load" time periods. A supervisor level dispatcher shall be provided by the Contractor
2 4 at all times during dispatch operations. Such minimum staffing shall not include the hours of Contractor's
2 5 management staff who direct dispatch operations except in those times that such management staff is
2 functioning as either a dispatcher or dispatch supervisor. Dispatch Supervisors must also have current
2 7 certification as dispatchers. This minimum staffing standard shall be considered as only a minimum, and
2 8 shall not alter or diminish the Contractor's responsibility to add sufficient staff to properly manage
1943526vl / 19670.0001 COUNTY OF FRESNO
FRESNO, CALIFORNIA
22
1 incoming requests for ambulance services.
2 b. Dispatch Performance Standards
3 The Contractor shall provide sufficient dispatcher staff at the
4 EMS Communications Center to allow prompt answering of all telephone requests for ambulance service
5 and no telephone request for immediate ambulance response shall be placed on hold except for rare times
of extreme system overload. This includes ring down lines with hospitals and other dispatch centers. [n
7 addition, staffing shall be adequate in order to allow dispatchers to provide necessary telephone
8 pre-arrival instructions except for rare times of extreme system overload. The following minimum
standards fonn the objective performance data for EMS dispatch operations:
10 (1) For each month, a minimum of ninety-eight percent
11 (98%) of calls for service through the 911 system shall be answered in three (3) rings or less.
12 (2) For each month, a minimum of ninety percent (90%) of
13 requests for the immediate dispatch of an ambulance and/or fire apparatus, in accordance with EMS
14 Agency approved dispatch protocols and excluding multiple unit responses and reassigned responses,
15 shall be alerted (the dispatcher completes all necessary procedures to alert the unit) within sixty (60)
1 seconds of the call received time. This includes both the Contractor's units and other ambulance agency
1 7 units.
18
1
C. Professionalism
The Contractor and its dispatcher staff shall maintain a
2 0 professional relationship and level of interaction with other public safety dispatch centers, both within the
21 County and surrounding counties.
22
23
4. Access Mechanisms
The primary access telephone number for the public will be 9-1-1. The
2 4 Contractor will emphasize 9-1-1 as a pait of its adve1tisements and public infonnation programs. Direct
2 5 lines (ring down lines) also exist with the major public safety dispatch centers and base hospitals within
2 the system. The Contractor may advertise (559) 600-7800 (or a replacement telephone number provided
2 7 by the County) as a telephone number for urgent (interfacility transfers) or scheduled response access.
2 8 The Contractor may, at its own expense install other telephone lines for system access (e.g., "800"
1943526vl I 19670.0001 COUNTY OF FRESNO
FRESNO, CAI.IFOR~IA
23
telephone numbers). All telephone lines used for access shall be recorded. The Contractor may not
2 establish a separate dispatch center for the routing of calls requiring an ambulance dispatch.
3
4
5. Computer Assisted Dispatch
The Contractor shall utilize the CAD system for its operation of the
5 EMS Communications Center. The Contractor shall utilize the CAD system installed at the EMS
Communications Center as of the commencement of this Agreement (i.e., the InfonnCAD™ ver 5.4
7 system from TriTech). In the event that the Contractor desires to upgrade such CAD system or add
8 additional interface equipment, provided that such upgrades conform to the standards established by the
9 EMS Agency and the Information Technology Services Department, the Contractor shall submit its
10 request in writing to the EMS Agency.
11 The CAD system at the EMS Communications Center, including, but
12 not limited to, hardware, peripheral equipment, software, and software license, will become the sole and
13 exclusive property of the County.
14 The Contractor shall be authorized to use the CAD system in a proper
15 manner in order to carry out its obligations hereunder throughout the term of this Agreement.
1 The County will maintain and provide support for the current CAO.
1 7 system. If the Contractor proposes to upgrade the current CAD system, the Contractor shall irrevocably
18 and unconditionally assign to the County any and all warranties concerning upgrade equipment and/or
19 related software. Prior to acquisition, the Contractor shall obtain written approval by the manufacturer
2 0 and/or vendor of such equipment and software that such assignment is pennitted.
21
22
6. EMS Agency and County Staff at the EMS Communications Center
The EMS Agency will assign personnel to the EMS Communications
2 3 Center. These personnel provide CAD/GIS and system support on behalf of the County and EMS
2 4 Agency. The role of these personnel (and the role of other EMS Agency or County staff which may
2 5 periodically visit the EMS Communications Center) is not a supervisory role over Contractor's personnel
2 and is not a method of directing dispatch operations except in rare circumstances, such as disaster
2 7 operations. County/EMS Agency staff do, however, provide a resource for interpretation of policy and a
2 8 first line link to notifying the County and EMS Agency of issues involving the EMS Communications
1943526vl I 19670.0001 COUNTY OF FRESNO
FRESNO, CALIFORNIA
24
1 Center.
2 On occasion, other EMS Agency or County personnel will either visit or
3 be working at the EMS Communication Center. These will generally involve EMS Agency staff or
4 County's Internal Services Department staff (e.g., radio technicians) or communications contractors.
5 These personnel will not be dis.ruptive of the Contractor's operation of the EMS Communications Center.
7. The EMS Communications Center Facility
7 a. The Contractor shall enter into a lease agreement with
8 the County for the EMS Communications Center Facility. Pursuant to that lease agreement, the
9 Contractor will be the primary occupier of the EMS Communications Center, except for the radio vault,
10 telephone room, generator room, and battery room. Pursuant to that lease agreement, the area of the EMS
11 Communications Center primarily occupied by the Contractor is approximately 4,590 square feet (79%).
12 The area of the EMS Communications Center primarily occupied by the County is approximately 1,220
13 square feet (21 %). The building floor plan is included as Attachment C, attached hereto and incorporated
14 herein by this reference.
15
1
d. The County shall provide, for the Contractor's use, all
necessary radio equipment and dispatch consoles for the EMS dispatch portion of the EMS
(
1 7 Communications Center. The County shall have the sole discretion (subject to consultation with the
18 Contractor, but without the requirement of obtaining the Contractor's consent) to determine the amount
)
1
20
and type of such equipment and consoles to be provided to the Contractor.
e. The County shall provide and replace, as needed, appropriate
21 furniture for the operation of the EMS dispatch portion of the EMS Communications Center. "Furniture"
22 shall be defined as chairs and tables and shall not include domestic appliances such as a microwave oven
2 3 or refrigerator. The County shall have the sole discretion (subject to consultation with the Contractor, but
2 4 without the requirement of obtaining the Contractor's consent) to detennine the amount and type of such
2 5 furniture to be provided and/or replaced for the EMS Communications Center.
26 f. The County shall provide insurance against physical damage to
2 7 the entire facility from all perils included in a "standard fire insurance policy", as is commonly used in the
2 8 insurance industry, with the extended coverage endorsement, which is commonly used in the insurance
1943526vl I 19670.0001 COUNTY OF FRESNO
FRESNO, CALIFORNIA
25
industry, but in no event to include the perils of earthquake or flood. Such insurance shall be excess to the
2 Contractor's fire legal liability insurance coverage on the EMS Communications Center, as required
3 pursuant to Section VII.E.11., herein, and shall not limit the County's right to obtain indemnification
4 from the Contractor or any third parties.
5 g. Except as expressly provided in Agreement, the Contractor is
solely responsible for operation of the EMS Comrpunications Center, consistent with EMS Agency
7 Policy and Procedures.
8 8. Accreditation
9 The Contractor shall maintain designation, as a "Center of Excellence" by the International Academy of
10 Emergency Dispatch (IAED) for emergency medical dispatch during the entire term of the Agreement.
11
12
N. Response Performance Standards and Requirements
Response times are a combination of dispatch operations and field operati,ons.
13 The County and EMS Agency will provide the Contractor with significant flexibility in its methods of
14 providing service under this Agreement. This is based upon the Contractor's commitment to perform its
15 services under this Agreement in accordance with the minimum response time standards set forth herein.
1 Therefore, an error on the Contractor's part in one or more phases of its operation (e.g., dispatch, system
1 7 status management plan, vehicle maintenance and the like) shall not be the basis for the EMS Agency
18 granting an exception from the imposition of liquidated damages (identified herein) to the Contractor's
19 performance in another phase of its operation (e.g., response time performance). Appropriate ambulance
2 0 response time performance is a result of the Contractor's coordinated effort of its total ambulance
21 operation and therefore is solely the Contractor's responsibility. Response times shall be measured in
2 2 minutes and seconds, and shall be documented in accordance with Section IV .N ., herein.
23 Except for ambulance calls requiring a scheduled response (i.e., Priority 5),
2 4 response times are measured beginning when the request for service received at the EMS
2 5 Communications Center is time stamped (based upon the time when the address/location, call back
2 telephone number, and initial presumptive patient condition are identified by the dispatcher or "in-queue" \
2 7 time) by either the CAD system, or in cases of computer down time, on manual dispatch cards. Response
2 8 time shall be measured in minutes and seconds.
1943526vl / 19670.0001 COUNTY OF FRESNO
FRESNO, CALIFORNIA
26
1 Ambulance response time for calls requiring a scheduled response (i.e., Priority
2 5) is defined as the interval between the scheduled pick-up time and the moment the first fully staffed and
3 equipped ambulance arrives at the scene. Response time for scheduled responses shall be measured in
4 minutes and seconds.
5 Response time standards do not apply to situations where the Contractor's
amb_ulance unit is cancelled prior to arrival at scene. However, liquidated damages may apply to
7 individual responses which are cancelled prior to arrival at the scene where such cancellation occurred
8 significantly after the appropriate response time deadline (refer to Section IV.N., herein).
9 In situations where, due to computer failure, manual dispatch cards are being
10 utilized, the same standards ofresponse time will be adhered to by the Contractor; however, response
11 times will be measured in whole minutes since the parties recognize that it is usually not possible, under
12 such circumstances, to capture seconds as well as minutes. The parties recognize that this type of
13 performance record-keeping is not as strict a standard as minutes and seconds. However, since computer
14 failure limits the Contractor's access to automated dispatch enhancements and system status management
15 information, such a variation from normal response time standards is appropriate in such circumstances.
1 During any period of computer down time, the Contractor, County, and EMS Agency shall assist each
1 7 other to assure a timely correction of the problem.
18 Response time standards may be adjusted by the County and EMS Agency
19 during the term of this Agreement. Changes may include performance standards which measure intervals
2 0 to key medical interventions or to the initiation of transport. Such changes may qualify the Contractor for
21 a compensation adjustment under Section V.C., herein.
22
23
24
The following standards will be utilized for this Agreement:
I. Priorities of Response
The priorities ofresponse for the Fresno County EOA are defined in
2 5 EMS Agency Policy and Procedures and may be modified by the EMS Agency. These response time
2 standards for these priorities may be adjusted by the County and EMS Agency, without the consent of the
2 7 Contractor, but upon reasonable advanced written notice to the Contractor, during the term of this
2 8 Agreement in order to maintain a medically-effective and cost-effective system of emergency care. Such
1943526vl / 19670.0001 COUNTY OF FRESNO
FRESNO, CALIFORNIA
27
1 changes may qualify the Contractor for a compensation adjustment under Section V.C., herein.
2 2. Response Times for Requests Which Prompt an Immediate or Urgent
3 Dispatch (Priorities 1-4)
4 Response times are measured from the time the request for service is
5 received at the EMS Communications Center, as defined in this Section JV.N., until an appropriately
staffed and equipped ambulance arrives at the scene of the incident. The arrival of a non-transport
7 advanced life support (paramedic) unit, alone, will not satisfy the response time standard. Also, the arrival
8 of a BLS unit, on a call requiring the response of a paramedic ambulance, will not satisfy the response
9 time standard. However, the combined response of these two (2) types of units would satisfy the response
10 time standard based upon the arrival of both units at the scene (response time measurement, in such case,
11 would be based upon the arrival time of the later arriving unit).
12 a. "Request received" shall be defined as the moment the
13 address/location, call back telephone number, and initial presumptive patient condition (PPC) are
14 identified by the EMS Communications Center ("in-queue time").
b. "At scene" is defined as the moment when the fully staffed and 15
1 equipped ambulance unit is physically at or within one-hundred ( l 00) feet of the scene. In situations
1 7 where the unit is responding to a location other than the scene (e.g., staging areas for hazardous
18 materials/violent crime incidents or non-secured scenes), arrival at scene shall be the time the unit arrives
1
20
at the designated staging location or within one-hundred ( l 00) feet of it.
c. In instances when ambulances fail to report "at scene", the time
21 of the next communication with that ambulance shall be used as the "at scene" time. However, the
2 2 Contractor may request a time agjustment in such instances under this Agreement when it can document
2 3 the actual arrival time through another means (e.g., first responder, communications recordings, GPS).
24 d. For the purpose of response time performance calculations,
2 5 response time standards do not apply to situations where the Contractor is cancelled prior to arrival at
2 scene. However, liquidated damages shall apply to individual responses which are cancelled prior to
I
2 7 aiTival at the scene where such cancellation occurred significantly after the appropriate response time
2 8 deadline (refer to Section IV.N., herein).
1943526vl I 19670.0001 COUNTY OF FRESNO
FRESNO, CALIFOR~IA
28
(
1
2 (Priority 5)
3
4
3. Response Times for Requests Which Prompt a Scheduled Dispatch
a. Response times for scheduled requests are measured as follows:
(I) From the scheduled pick-up time until an appropriately
5 staffed and equipped ambulance arrives at scene.
(2) The scheduled pick-up time shall be established by the
7 calling party as the time the unit needs to arrive at the patient's point of departure. [t shall be established
8 for all Priority 5 dispatches consistent with EMS Agency Policy and Procedures.
9 (3) Response times for calls which either are on-time or
10 arrived at scene early (prior to the scheduled pick-up time) shall be reported as a response time of zero (0)
11 minutes.
12 (4) For the purpose ofresponse time perfonnance
13 calculations, response time standards do not apply to situations where the Contractor is cancelled prior to
14 arrival at scene. However, liquidated damages shall apply to individual responses which are cancelled
15 prior to arrival at the scene where such cancellation occurred significantly after the appropriate response
1
17
time deadline (refer to Section [V.N., herein).
4. Perfonnance [ndicators for Alerting and Initiating Response
18 The following performance indicators shall be used to evaluate the
19 timeliness of the Contractor's dispatch and field operations on requests that require an immediate dispatch
2 0 (Priorities I and 2) or an urgent dispatch (Priorities 3 and 4). The County and EMS Agency recognize
21 that, in some cases, the Contractor's performance may fall outside this range of performance indicators.
22 a. [mmediate/Urgent Dispatch (Priorities I thru 4 and Emergency
2 3 Fire Responses)
2 4 From the time the call is received to unit alert shall be sixty (60)
2 5 seconds or less on at least ninety percent (90%) of such responses each month. A detailed review by the
2 Contractor and EMS Agency shall occur for all cases in which responses are over one-hundred twenty
2 7 ( 120) seconds. This performance standard is also a perfonnance measurement of dispatch performance.
28
1943526vl I 19670.0001 COUNTY OF FRESNO
FRESNO, CALIFORNIA
b. [mmediate Dispatch (Priorities l and 2) or Urgent Dispatch
29
1 (Priorities 3 and 4)
2 The time from unit alert to ambulance unit enroute shall be
3 sixty (60) seconds or less on at least ninety percent (90%) of such responses each month. A detailed
4 review by the Contractor and EMS Agency shall occur for all cases which are over one-hundred twenty
5 (120) seconds.
c. Modification of dispatch perfo1mance requirements
7 The EMS Agency may modify the dispatch performance
8 requirements as necessary.
10
11
5. Referral of Calls and Dispatch Delays
Incidents prompting an immediate or urgent dispatch will be dispatched
12 (unit alerted) without delay. However, during periods of peak load, the Contractor may desire, d~e to low
13 levels of available ambulance units, to delay the dispatch of ambulance units to some incidents until units
14 which are completing a run can become available to manage the new incident. Such delays by the
15 Contractor are not authorized exceptions to the performance standards and other provisions of this
1 Agreement. While a delayed response using one of the Contractor's nearby units may provide a faster
1 7 response than an immediate referral to a provider from outside of the EOA, prolonged dispatch delays are
18 not acceptable to the County and EMS Agency. Therefore, the following criteria shall apply regarding the
1
20
referral of calls and dispatch delays:
a. Immediate responses (Priorities I and 2) may be delayed for no
21 more than two (2) minutes. If the Contractor still does not have an available unit, the call will be referred
2 2 to the appropriate instant aid unit consistent with EMS Agency Policy and Procedures.
23 b. Urgent responses (Priorities 3 and 4) may be delayed for no
2 4 more than five (5) minutes, unless the Contractor has a unit which will be promptly available (e.g., at
2 5 hospital or "log-on" -i.e., when the ambulance unit reports that they are on-duty and the dispatcher has
2 made the ambulance available in the computer and therefore, ready to take a call) and such unit is
2 7 projected by the Contractor to have a faster response time than a referral to a rural provider. If the
2 8 Contractor still does not have an available unit, the call will be referred to the appropriate Mutual Aid unit
1943526vl / 19670.0001 COUNTY OF FRESNO
FRF.SNO. CAI.IFORNIA
30
1
1
1
1
1
1
2
3
4
5
E
7
8
~
0
1
2
3
4
consistent with EMS Agency Policy and Procedures.
c. Scheduled responses (Priority 5) may be delayed by the
Contractor until sufficient system capacity is available to safely manage the scheduled response along
with other immediate and urgent responses.
d. !fa call has been referred to another provider agency and the
Contractor has a unit which becomes available after the referral has occurred, the Contractor may cancel
the unit responding from out-of-the EOA if the Contractor's unit is closer to the incident than the other
agency's ambulance unit.
6. Response Time Performance
Specific response times are assigned for each priority ofresponse in each type
/
of ambulance zone (i.e., Metro, Suburban, Rural, and Wilderness). The following table provides the
response time requirements for each priority in each zone. The Contractor shall meet the response time
standards in each of the areas described below:
Ill
Zone Priority Response Time Cumulative Measurement
Requirement Standard Freauencv
Metropolitan Response Areas (individually measured for each metropolitan city)
-----·· --------··-...-------·--------.
Metro Zones 1&2 9 min 0 secs 90% or better Monthly (Clovis, Fresno, Kerman) or less
Metro Zones 3 20 min 0 secs 90% or better Monthly (Clovis, Fresno, Kerman) or less
Metro Zones 4 20 min 0 secs 90% or better Monthly (Cl"ovis, Fresno, Kerman) or less
Metro Zones 30 min 0 secs
5 or les·s from 90% or better Monthly (Clovis, Fresno, Kerman) pickup time
Metro Zones 8 (CCT) 60 min 0 secs 90% or better Monthly (Clovis, Fresno, Kerman) or less
Suburban Response Areas (measured as one zone)
Suburban Zones (West & East) 1&2 12 min 0 secs 90% or better Quarterly or less
Suburban Zones (West & East) 3 25 min 0 secs 90% or better Quarterly or less
" 30 min 0 secs Quarterly Suburban Zones (West & East) 5 or less 90% or better
Rural Response Areas (measured as one zone)
1943526vl I 19670.0001 COUNTY OF FRESNO
FRESNO, CALIFORNIA
31
Rural Zones (West & East) 1&2 20 min 0 secs 90% or better or less Quarterly
Rural Zones (West & East) 3 30 min 0 secs 90% or better or less Quarterly
Rural Zones (West & East) s 30 min 0 secs 90% or better or less , Quarterly
Wilderness Response Area (measured as one zone)
Wilderness Zones 1&2 45 min 0 secs 90% or better or less Quarterly
Wilderness Zones 3 90 min 0 secs 90% or better or less Quarterly
Wilderness Zones s 30 min 0 secs 90% or better or less Quarterly
1 7. Area Familiarization
2 It is the Contractor's responsibility to ensure that its field and dispatch
3 personnel are familiar with the geographic area of the EOA and all areas under the dispatch responsibility
4 of the EMS Communications Center. This includes address identification and aids for incident location,
5 and response time standards associated with each area. Lack of updated maps or tools to locate an
6 incident is not an appropriate request for exemption from a late response.
7
8
8. Scheduled Request
Scheduled requests are the responsibility of the Contractor when such
9 requests are received by the County (in which case the County will refer to the Contractor) or the
10 Contractor, including such requests within the EOA which are received atthe EMS Communications
11 Center. The Contractor shall respond to such requests in a prompt ~and professional manner consistent
12 with the performance standards under this Agreement. The Contractor shall furnish sufficient production
13 capability and on-call personnel capability, and shall manage its resources so as to provide prompt
14 scheduled ambulance services on a regular basis. The Contractor shall inform the individual or agency
I
15 requesting a scheduled response of any delay that will prevent response within the prescribed time frames
1 E and provide an estimated time of arrival. However, such notice shall not relieve the Contractor's
1.7 obligation to comply with response time standards. The pick-up time is defined as the time that the caller
18
19
20
wants to receive the ambulance.
9.
I943526vl I !9670.0001 COUNTY OF FRESNO
FRESNO, CALIFORNIA
Response Calculations Regarding Downgrades/Upgrades
a. Downgrades
32
1 (\) Responses that are downgraded prior to having
2 exceeded the response time standard for the original Priority response level, will be assessed by the EMS
3 Agency for compliance with the new Priority based upon the original call received time.
4 (2) Responses that are downgraded after exceeding the
5 response time standard for the previous Priority response level, will be assessed by the EMS Agency for
"
compliance with the original Priority based upon the original call received time and the time of the
7 downgrade.
8
9
b. Upgrades
Responses which are upgraded will be assessed for compliance
10 under the new Priority based upon the interval between the time of upgrade and the time the unit arrives
11 at scene.
12
13
C, Reassigned Responses
During responses, when the original assigned unit is diverted to
14 a higher priority incident in accordance with EMS Agency Policy and Procedure and another unit is
15 assigned to the original incident, the original incident will be assessed for compliance from the time
1
17
newly assigned unit is assigned to the incident and arrives at scene.
10. Delayed Responses Cancelled Prior to Arrival
18 Response time standards do not apply to situations where the
19 Contractor's ambulance unit is cancelled prior to arrival at scene. However, liquidated damages shall
2 0 apply in cases where an immediate (Priority I or 2) or urgent (Priority 3 or 4) response is cancelled after a
21 response (call received until unit cancelled) which is twice as long as the response time standard for that
2 2 type of response.
23
24
11. Performance Monitoring and Reporting
The Contractor shall provide and support software or web-based
2 5 performance monitoring, compliance, and reporting tools for use by the Contractor and EMS Agency.
2
27
The compliance and reporting software shall, at a minimum:
a. Provide real time or near real time measurement of
2 8 performance standards as outlined in this document; and
1943526vl / 19670.0001 COUNTY OF FRESNO
FRESNO, CALIFORNIA
33
1 b. Identify and list requests for service that fail to meet
2 performance standards as outlined in this document; and
3 C. Provide a user interface which supports the appeals process as
4 outlined in this document; and
5 d. Provide a user interface which supports submission of change
requests/corrections for inaccurate CAD data; and
7 ///
8 e. Generate reports of monthly, quarterly, bi-annual, annual, or
9 ad hoc performance/contract compliance in a form acceptable to the EMS Agency; and
10 f. The compliance and reporting software shall be made
11 available to other ambulance providers within the EMS region at the discretion of the ambulance
12 providers and at a cost determined between the Contractor and each ambulance provider. In the event
13 that the software is not a web-based system, the Contractor shall provide for the installation and
14 maintenance of a Tl line or equivalent link to the EMS Agency for full use of the software.
15 12. Exemptions to Response Time Performance Standards and
1 Requirements
1 7 The EMS Agency may grant exemptions from response time
18 performance requirements stated herein, on case-by-case basis, for calls where weather conditions, multi-
19 casualty incidents, or other situatjons beyond the Contractor's control cause unavoidable delay. All such
2 0 calls shall be individually examined by the EMS Agency as to system status plan and staffing levels,
21 dispatch and in-service times, and other influencing factors (e.g., weather conditions), and if the
2 2 circumstances warrant, the EMS Agency may authorize the exclusion of such calls when measuring
2 3 performance requirements under Section IV.N, herein. Exclusion of a call under this paragraph means
2 4 that a late call which has received approval for an appeal will count as an on-time response.
2 5 In order to be eligible for such exemption, the Contractor shall notify the
2 EMS Agency within a reasonable amount of time of the occurrence. Equipment failure, dispatcher or
2 7 personnel error, or lack of a nearby ambulance does not necessarily constitute grounds for exemption
2 8 from response time perfonnance requirements. These incidents may be reviewed on a case-by-case basis.
1943526vt I 19670.0001 COUNTY OF FRESNO
FRESNO, CAUFORNIA
34
I
1 The Contractor may apply to the EMS Agency for an exemption from
2 response time compliance measurements and/or late run liquidated damages in the following situations:
3 a.
4
5
Exemptions
())
(2)
Response cancelled prior to the unit's arrival at scene.
Severe weather which slows travel and/or impairs scene
location (e.g., fog, ice, or snow) such that response time compliance is either impossible or could be
7 achieved only at a greater risk to the public and ambulance crew than would result from a delayed
8 response. The Contractor is only eligible for exemption when the performance indicators have been met
9 (Section IV.N.4, herein).
10 (3) Multiple unit responses -The first arriving unit will be
11 held to response time standards. Subsequent units that arrive late will be eligible for appeal.
12 (4) Data recording errors when accurate information can be
13 verified.
(5) Inaccurate address given by the reporting party. If 14
1
1
inaccurate response info1mation is the result of an error by the Contractor's personnel, appeal will not be
allowed. An appeal may only be considered if the address change is significant enough to change the
1 7 route of the ambulance.
18 (6) Simultaneous ambulance requests that occur within the
19 Kerman Metro, rural and wilderness zones, and a back-up ambulance is di,spatched, and enroute, within
2 0 ten ( 10) minutes or less from the time the original unit became committed. If an ambulance request is
I
21 received within ten (I 0) minutes or less from the time the original unit became committed and a back-up
2 2 ambulance has not yet been dispatched or gone enroute, the late response may be eligible for appeal. If
2 3 the ambulance request is received greater than ten ( I 0) minutes from the time the original ambulance
2 4 became committed, and a back-up ambulance was not dispatched, the late response will not be eligible for
25 appeal.
2 (7) Train Delays -Any train delay which delays the
2 7 response ofan ambulance which can be verified by the GPS System. A late response may only be exempt
2 8 if the delay caused by the train was equal to or greater than the amount of time the Contractors ambulance
1943526vl I 19670.0001 COUNTY OF FRESNO
FRESNO, CALIFORNIA
35
1 was late to the response.
2 (8)
I
Locally declared disaster -The Contractor may apply
3 for an exemption from response time standards for service during times of declared "emergencies,"
4 locally or in a neighboring County, as determined by the EMS Agency.
5 b. Discretionary Appeals Guidelines
The following are guidelines for use by EMS Agency staff and
7 the EMCC in evaluating an appeal by the Contractor. These standards may be modified at any time by the
8 EMS Agency with the approval of the EMCC.
9 (I) Rural Transport by a Closer Agency
10 The Contractor may apply for an appeal when it
11 appropriately refers a call to a closer back-up agency (consistent with EMS Agency Policy and
12 Procedures), and that back-up agency initiates transpo1t. The Contractor is eligible for an exemption only
13 when the Contractor has complied with Contractor's system status plan including back-up coverage
14 requirements for rural-based units.
15
1
(2) Rendezvous With a Moving Vehicle
The Contractor may apply for an appeal as a result of
1 7 an attempt to rendezvous with a moving vehicle. Fixed location rendezvous are not eligible for appeal.
18 (3) Multi-Casualty Incident (Within EOA) -Appeals for
19 incidents while there is a multi-casualty incident occurring within the EOA.
20 The Contractor is eligible for an appeal only if three (3)
21 or more of the Contractor's ambulance units are simultaneously committed to a multi-casualty incident
22 and the Contractor is staffed to the system status plan at the time of the incident that is being appealed. In
2 3 addition, the Contractor is eligible for an appeal only when performance indicators have been met
2 4 (Section IV.N.4., herein). If the appeal meets all of the foregoing conditions, and any other conditions
2 5 reasonably imposed by the EMCC for such incident, the Contractor is eligible for one (1) or more appeals
2 6 for late responses up to a maximum of the total number of the units simultaneously assigned to the multi-
2 7 casualty incident less two (2).
28
1943526vl I 19670.0001 COUNTY OF FRESNO
FRESNO, CAI.IFORNJA
(4) Incidents Outside of the EOA -Appeals for incidents
36
1 when the Contractor has responded with one (1) or more ambulance units outside of the EOA for a
2 Mutual Aid/Instant Aid response.
3 The Contractor is eligible for an appeal only if two (2)
4 or more of the Contractor's ambulance units are simultaneously committed to a Mutual Aid/[nstant Aid
5 response (including a multi-casualty incident) outside of the EOA and the Contractor is staffed to the
system status plan at the time of the incident that is being appealed. In addition, the Contractor is eligible
7 for an appeal only when performance indicators have been met (Section IV.N.4., herein). lfthe appeal
8 meets all of the foregoing conditions, and any other conditions reasonably imposed by the EMCC for
9 such incident, the Contractor is eligible for one (I) or more appeals for late responses up to a maximum of
10 the total number of the units simultaneously assigned to the incidents o·utside the EOA less one (I).
11
12
(5) Rural and Wilderness Area Distance Exception
In the 'Rural or Wilderness areas of the EOA, based
13 upon compliance with rural-based ambulance unit coverage and backup ambulance coverage by
14 Contractor pursuant to Section [V.K., herein, ifresponse time standard is not possible from normal
15 ambulance unit posting location, the Contractor is eligible for an appeal only when the Contractor is
1 staffed to the system status plan at the time of the incident that is being appealed and perfonnance -.
1 7 indicators have been met (Section IV.N.4., herein).
18
1
20
0. Liquidated Damages for Failure to Meet Minimum Perfonnance Standards
1. Liquidated Damages for Individual Responses
The Contractor agrees that it has carefully examined the nature of the tasks to be
21 performed under this Agreement, that time is of the essence in the Contractor's performance of its services
2 2 under this Agreement, that the response times standards provide adequate time for the performance of its
2 3 services under this Agreement, and that such response times standards represent the outer limits of
2 4 acceptable performance; and that delays beyond the response times will result in damage to County, the
2 5 EMS Agency and the residents and visitors of the County. Therefore, this Agreement provides for the
2 payment of liquidated damages from the Contractor to the County due to Contractor's failure to meet the
2 7 minimum perfonnance requirements under this Agreement. The parties agree that such payment shall be
2 8 · considered as liquidated damages, and not as penalties, and that, while determining the exact amount of
1943526vl I 19670.0001 COUNTY OF FRESNO
FRESNO, CAUFOR1':IA
37
_)
)
1 actual damages is impractical and cannot be precisely calculated, such sums recited in this Agreement
2 represent a reasonable endeavor by the County, the EMS Agency, and the Contractor to estimate a fair
3 compensation for the foreseeable damages to the County, the EMS Agency and the residents and visito
4 of the County from the Contractor's failure to meet the minimum performance requirements under this
5 Agreement. The following liquidated damages provisions hereby govern the Contractor's provision of
E services under this Agreement:
, Zone I Response Time Liquidated Per Minute Excessive Excessive Delay Liquidated Priority Requirement Damages Start Damages Delay Liquidated Damages
Metropolitan Response Areas
1&2 9 min 0 sec or less 12 min 01 sec $10.00 18 min $500.00
3 20 min 0 sec or less 25 min 01 sec $10.00 40 min $500.00
4 20 min 0 sec or less 25 min 01sec $10.00 40 min $500.00
30 min 0 secs
5 or less from pickup 30 min 01 sec $5.00 NIA NIA
time
8 (CCT) 60 min 0 sec or less 90 min 01sec $10.00 NIA NIA
Suburban Response Areas
1&2 12 min 0 sec or less 15 min 01sec $10.00 24 min $500.00
3 25 min 0 sec or less 30 min 01sec $10.00 50 min $500.00
30 min 0 secs
5 or less from pickup 30 min 01 sec $5.00 NIA NIA
time
Rural Response Areas
1&2 20 min 0 sec or less 25 min 01sec $10.00 40 min $500.00
3 30 min 0 sec or less 35 min 01sec $10.00 60min $500.00
'
30 min 0 secs
5 or less from pickup 30 min 0 I sec $5.00 NIA NIA
time
Wilderness Response Area
1&2 45 min 0 sec or less 50 min 01 sec $10.00 90 min $500.00
3 60 min 0 sec or less 65 min 01 sec $10.00 120 min $500.00
7 2. Liquidated Damages for Monthly Performance I
8 For each month that the Contractor fails to achieve the prescribed
1943526vl I 19670.0001 COUNTY OF FRESNO
FRF.SNO, C ALIFORt,:IA
38
rs
1 cumulative standard for monthly response time performance of 90% or better as outlined in Section
2 IV.N.6, the Contractor shall pay liquidated damages in the amount of One Hundred and No/I 00 Dollars
3 ($100.00) for each one-tenth(. I 0) of a percentage point that such monthly compliance percentage is less
4 than the prescribed performance requirement under this Agreement. The EMS Agency may set standards
5 for the measurement of selected. Rural or Remote/Wilderness area response times where it is determined
by the EMS Agency that monthly response time standards are not appropriate due to low call volume. In
7 such cases, the EMS Agency may establish criteria for evaluating response time performance on a
8 quarterly, semi-annual or annual basis rather than a monthly basis.
9 3. Other Liquidated Damages Assessments
10 The following is a list of other liquidated damages they may be
11 assessed during the term of the Agreement:
12 ///
1 Ill
Occurrence Liquidated Damages
BLS unit response where ALS unit relquired $1,000 per occurrence
Other Agency transport $2,500 per occurrence
Failed Response $5,000 per occurrence
Failure to properly staff an ambulance unit $500 per shift
Failure to properly staff the EMS Communications Center with $500 per shift appropriately certified dispatch staff
Failure to properly license an ambulance unit $500 per occurrence
Failure to properly equip/supply an ambulance unit $500 per occurrence
Failure to furnish required documentation $50 per occurrence
Minor Breach
I $2500 per occurrence
14 P. Minor Breach
15 Minor Breaches shall be defined as failure by the Contractor to fulfill any or all
1 of the terms and conditions of this Agreement which do not constitute a Material Breach of this
1 7 Agreement by the Contractor, as that term is hereinafter defined. A "Minor Breach" of this Agreement
18 includes, but is not limited to, failure to comply with the response time performance requirements for any
1943526v1 I 19670.0001 COUNTY OF FRESNO
FRESNO, CALIFORNIA
39
two (2) consecutive months, or for any three (3) non-consecutive months in a twelve (12) month
2 consecutive period, or if the EMS Agency sets standards for the measurement of selected Rural or
3 Remote/Wilderness area response times, failure to comply with such response time perfonnance
4 requirements for any two (2) specified periods in a calendar year. Subject to section VII.BJ., each breach
5 referenced in this Agreement shall be deemed to be a Minor Breach unless expressly designated in this
Agreement to be a Material Breach.
7 The County and/or the EMS Agency may require the Contractor to pay
8 liquidated damages, not to exceed Twenty-Five Hundred and No/100 Dollars ($2500.00) for each failure
' 9 which constitutes a "Minor Breach" of this Agreement, that has not been cured to the satisfaction of the
10 EMS Agency Director, or his/her designee, within thirty (30) calendar days from date of written notice
11 being given by the EMS Agency Director, or his/her designee. Such notice and the givin~ of an
12 opportunity to cure or respond is not required when such Minor Breach has occurred previously.
13
14
Q. Modification of Liquidated Damage Amounts
The dollar amounts ofliquidated damages specified in this Section IV .0., herein,
15 shall be automatically increased by the percentage increase of any ALS Base Rate adjustment authorized
1 by the Board of Supervisors for the Contractor. Such increased liquidated damage amounts will be
1 7 implemented on the same date as the relevant user fee adjustment. Such increased liquidated damage
18 amounts will be rounded to the whole dollar.
19
20
R. Authority to Impose and Collect Liquidated Damages
The EMS Agency shall have the authority to impose upon and collect from
21 Contractor any liquidated damages that may be imposed upon Contractor under this Agreement upon the
22 detennination by the EMS Agency, with the approval of the EMCC, that conditions exist which warrant
2 3 the imposition of such liquidated damages.
24 s. Payment of Liquidated Damages
2 5 The Contractor shall pay all liquidated damages to the EMS Agency within
2 thirty (30) calendar days of the date that the EMS Agency mails a written invoice of the imposition of
2 7 such liquidated damage to the Contractor. The imposition of liquidated damages due to response time
2 8 perfonnance shall be suspended for the first three (3) months of the Agreement.
1943526vl I 19670.0001 COUNTY OF FRESNO
FRESNO, CAl.ll'ORNIA
40
1
2
T. Appeal of Liquidated Damages
The Contractor shall have the right to appeal the imposition of liquidated
3 damages by submitting a written request for appeal to the EMS Agency Operations Coordinator, or
4 his/her designee. This is the first step in an appeal process which can include the EMS Agency Director,
5 EMCC, and the County's DPH Director. The specific process is specified in Section IV.VY., herein.
u. Liquidated Damages Are Not Mutually Exclusive
7 A single incident may give rise to the ass,essment of more than one type of
8 liquidated damages.
V. Ambulance Vehicles
10 Ambulance vehicles furnished upon the commencement of this Agreement shall
11 be new (not previously used), shall be of either a Type I, II, or lII (not including the disaster, supervisor,
12 or rescue vehicle if not used as ambulances), and shall meet or exceed the current Federal KKK-A-1822
13 minimum standards for: general vehicle design, type and floor plan; vehicle operation, performance, and
14 physical characteristics; vehicle weight ratings and payload; chassis, power unit, and components; and
15 electrical system and components (except vehicles are not required to be equipped with AC utility
1 power); except where such minimum standards conflict with State of California minimum standards, in
1 7 which case the State minimum standards shall prevail. Federal KKK minimum standards regarding
18 portable medical or rescue equipment, emergency light configuration, and paint/external markings are not
19 required. Upon the request of the Contractor, the EMS Agency may waive a specific vehicle requirement.
20 For new or replacement vehicles during the term of this Agreement, such
21 equivalent Federal ambulance minimum standards shall be met at the time of the vehicle being placed
2 2 into service, except where such minimum standards conflict with State of California minimum standards,
2 3 in which case the State minimum standards shall prevail. All such ambulances shall also meet or exceed
2 4 the equipment, marking, and licensing minimum standards of the State of California. The Contractor shall
2 5 provide copies of all vehicle registrations for all vehicles used to provide services under this Agreement
~
2 Vehicle markings are subject to the prior written approval of the EMS Agency
2 7 Director, or his/her designee, and shall include the following on each side and the back of the vehicle:
28 I. 9-1-1 in formation
1943526vl I 19670.0001 COUNTY OF FRESNO
FRESNO, CAI.IFORNIA
41
1
2 w.
2. Approved County Seal and "Emergency Medical Services" or "EMS"
Ambulance Vehicle Fleet Requirements
3 The Contractor shall furnish a sufficient number of ambulances equipped for
4 Emergency Ambulance Services to maintain a surplus of ambulances in excess of the Contractor's peak
5 hour system status coverage, including rural-based units. Sufficient sets of ALS and BLS equipment shall
7
8
be in inventory to staff each ALS and BLS ambulance capable of emergency service.
X. Ambulance and Emergency Vehicle Replacement
The Contractor shall be responsible for developing and implementing a vehicle
9 replacement program which incorporates provisions to rotate older vehicles out of"front line" service and
10 replace them with new units .at predesignated mileage or age limits consistent with the standards specified
11 in the Contractor's Proposal. Ambulances and emergency vehicles should be replaced as necessary to
12 maintain the vehicle reliability proposed under the RFP, including that vehicles shall not be utilized as
13 ambulances for this Agreement after 275,000 miles of use.
14 Y. Communications Equipment
15
1
I. Po1table Radios
The Contractor shall provide and maintain UHF/VHF dual band
1 7 portable radio equipment for communications on scene.
18
19
2. Pagers
The County shall provide the Contractor access to the County's local
2 0 paging service which integrates with the existing EMS CAD. The Contractor shall provide and maintain
21 its own pagers that are compatible with the County paging system.
22 3. EMS Med Channel Radios
2 3 The Contractor shall provide, install, and maintain VHF and UHF mobile radios in the driver's
2 4 compartment allowing staff to communicate with dispatch, hospitals, and other responding units and
2 5 allied agencies. A UHF mobile radio shall also be installed in the patient compartment allowing the
2
27
28
attending paramedic to communicate with the base and receiving hospitals.
4.
1943526vl / 19670.0001 COUNTY OF FRESNO
FRESNO, CALIFORNIA
Other Radios
The Contractor shall provide, install, and maintain other radio
42
1 equipment, as needed, to meet the requirements of this Agreement.
2 5. Global Positioning Satellite (GPS)
3 All ambulances and vehicles used to provide services under the Agreement will include the installation
4 and maintenance of GPS, which shall be integrated with the EMS Communications Center CAD to allow
5 the dispatcher to immediately determine location of the vehicle. No ambulance shall be placed into
7
8
service unless it has a functioning GPS.
6. In-Vehicle Mapping and Response Information Technology
Contractor shall provide in-vehicle mapping and response information
technology that allows ambulance crews to receive response information, see map display and (oute of
10 travel, and ability to immediately use push button technology integrated with the EMS Communications
11 Center CAD to change status of the ambulance (i.e., enroute, at scene, etc.).
12 Z. Fuel and Lubricants for Ambulances and Emergency Vehicles
1 The Contractor shall be responsible for providing its own fuel and lubricants as
14 necessary for its vehicles used under this Agreement. The Contractor may elect to utilize the County fuel
15 system.
1
17
I. County Fuel System Access
The County shall make available and the Contractor shall have the right
18 to purchase available motor vehicle fuel from the County through County's card lock fueling system at a
19 rate equal to the County's cost plus: I) five percent (5%) thereof; and 2) applicable Federal, State, and
2 0 local taxes.
21 If the Contractor exercises its right to purchase available motor vehicle
22 fuel from the County, the Contractor shall also pay to the County the County's direct costs of providing
2 3 the Contractor with access to the County's card lock motor vehicle fuel system. The County shall bill the
2 4 Contractor monthly for motor vehicle fuel costs, plus any direct costs incurred during the billing period.
2 5 The Contractor shall remit its payment monthly within thirty (30) calendar days after receipt of said bills.
2 The Contractor shall incur late charges at the highest legal rate of interest allowed for each day said bills
2 7 remain unpaid beyond the thi1ty (30) calendar day period. In addition, the County may immediately
2 8 terminate the Contractor's right to obtain motor vehicle fuel under this agreement if said bills remain
1943526vl I 19670.0001 COUNTY OF FRESNO
FRESNO, CALIFORNIA
43
\
1 unpaid. The County may exercise this remedy as it deems appropriate. In any event, the County may
2 terminate the Contractor's right to obtain motor vehicle fuel under this Agreement at any time without
3 cause upon sixty (60) calendar days' advance written notice given to the Contractor.
4 Motor vehicle fuel purchased under this Agreement shall be used by the
5 Contractor only for purposes of providing ambulance and other services under this Agreement and for no
I
other purpose whatsoever. Any breach of this provision shall give the County the absolute right, but not
7 the obligation, to immediately terminate the Contractor's right to obtain motor vehicle fuel from the
8 County under this Agreement. In the event the Contractor's right to obtain motor vehicle fuel from the
9 County is terminated, the Contractor additionally shall be liable to the County for the County's direct
10 costs associated with purging the Contractor's access to the County's card lock motor vehicle fuel system.
11 The County shall provide the Contractor with access to the County's
12 card lock motor vehicle fueling system at the same locations and under the same general conditions as
13 such access is available to the County for its own vehicles. The parties agree that the County cannot
14 guarantee that the Contractor will have access to fuel from the County's fueling system at all times in all
15 locations. The parties fu1ther agree that the County has not tested the Contractor's vehicles for
1 satisfactory performance with the County's fuel but has recommended that the Contractor purchase and
I
1 7 test like fuel to satisfy itself regarding this issue. Notwithstanding, anything else stated to the contrary in
18 th is Section IV .z. I.:
19
20
21
22
23
• The County makes no representation, warranty or guarantee,
either expressed or implied, as to the quantity or quality of
motor vehicle fuel that is available for purchase by the
Contractor unde~ this Agreement.
• The Contractor acknowledges that during a state of emergency,
2 4 as determined by County, the County may give priority to
2 5 County's own vehicles for the provision of motor vehicle fuel.
2 In addition to any other indemnification and defense provisions in this
2 7 Agreement, the Contractor shall hold the County, its officers, agents, and employees, the EMS Agency
2 8 and EMS Medical Director(s) harmless from and indemnify and defend it and them from and against any
1943526vl / 19670.0001 COUNTY OF FRESNO
FRESNO, CALIFORNIA
44
and all claims,\costs and expenses (including, but not limited to, Federal gasoline or diesel fuel excise
2 taxes, motor vehicle fuel taxes, sales taxes, and/or use taxes for which the County may become liable
3 due to the operation of this Agreement), suits, damages, and liability whatsoever resulting from or
4 arising out of or in any way connected with the Contractor's use or attempted use of the County's motor
5 vehicle fueling system, including the purchase of such fuel from such system.
AA. Vehicle Maintenance Program
7 The Contractor shall provide a vehicle maintenance program which is designed
8 and conducted so as to achieve high standards of reliability appropriate to a modem high perfonnance
ambulance service by utilizing appropriately trained personnel knowledgeable in maintaining and
10 repairing ambulances, developing and implementing standardized maintenance practices, utilizing
11 replacement parts which conform to the original equipment manufacturer's (OEM) standards for such
12 parts, and incorporating an automated or manual maintenance program record keeping system. These
13 records shall provide a sequential record of mechanical problems reported and work completed on the
14 fleet and individual vehicles. Such maintenance personnel shall have documented training for Automotive
15 Service Excellence (ASE) fleet ce1tification and/or a Manufacturer's Technician Training Course. The
1 Contractor shall utilize the vehicle maintenance program which is in the Contractor's Proposal or a
1 7 replacement program approved by the EMS Agency Director, or his/herdesignee.
18
19
BB. On-Board Equipment and Supplies
Each ambulance shall, at all times, maintain an equipment and supply inventory
2 0 sufficient to meet Federal, State, and local requirements for ALS and BLS level ambulances, including
21 the requirements of EMS Policies #291 and #293. All vehicles, equipment and supplies shall be
2 2 maintained in a clean, sanitary, and safe mechanical condition at all times.
23 I. Resupply
24 The parties acknowledge that the Contractor shall, at Contractor's own
2 5 cost, obtain and furnish any and all disposable medical supplies and items, and medications used by
2 Contractor in the performance of its services herein.
I943526vl I 19670.0001 COUNTY OF FRESNO
FRES?--0, CALIFOR1'1A
45
1
2
3
CC. Non-Transpo1ting First Responder Agencies
I. Equipment and Supply Program
Except for radio and electronic patient care report (PCR) equipment,
4 the Contractor shall stock and resupply first responder units with all durable and disposable medical
5 supplies and equipment as listed in EMS Policy #291 under First Responder Units/Automated External
Defibrillation (FRU/AED) with the following exception. The Contractor is not required to provide any
7 equipment or supplies listed under "Personal Protective Equipment"; however, the Contractor will be
8 required to supply the first responders with non-sterile gloves, which are routinely used at medic~!
9 calls.
10 Resupplying of disposable medical supplies shall only be supplies that
11 are expended when treatment has been provided by first responder agencies in accordance with EMS
12 treatment protocols. Such resupply is limited to responses occurring within the EOA. The stocking
13 and resupply of durable medical equipment includes the on-going maintenance and replacement of
14 such equipment. The Contractor shall work with the first responder agencies within the EOA to
15 develop a replacement schedule of equipment at the end of the equipment's life and also to assume
1 immediate responsibility of maintenance for the durable medical equipment. The Contractor shall not
1 7 be responsible to replace equipment that is lost or misused by the first responder agency. The EMS
18 Agency will make final determination on any disagreements regarding the replacement of durable
1 and/or non-durable medical equipment and supplies.
2 0 The Contractor shall work with first responder agencies within the
21 EOA to develop a plan for supplies and restock. The Contractor shall develop and implement a
2 2 program where the Contractor shall furnish a supply of durable medical equipment immediately so as
2 3 to assure that the first responder apparatus is not left without required medical equipment. In addition,
2 4 the Contractor will assure that the durable medical equipment include the necessary accessories to
2 5 appropriately use the equipment on a patient.
2 Participation in this program is not required of each fire department in
2 7 the EOA. Some of these departments may elect to provide their own equipment. For fire departments
2 8 which do not wish to pa1ticipate in this program at the commencement of the Agreement, but which
1943526vl / 19670.0001 COUNTY OF FRESNO
FRESNO, CA!.IFORNIA
46
1 later request to pa1ticipate in it, the Contractor shall have reasonable time period from the date of the
2 request to plan, budget, procure equipment, and implement such a program with these additional fire
3 departments. This restock program does not include ALS equipment or supplies.
4
5
2. First Responder Assistance Program
County and Contractor recognize that First Responder agencies
provide assistance to emergency ambulance services in the EOA. Contractor shall work with First
7 Responder agencies to maximize the functional capacity and efficiency of the EMS System for the
8 benefit of members of the public being served. Contractor shall ensure that all working relationships
9 with First Responder agencies, including but not limited to funding and re-stocking of supplies, are in
10 compliance with the requirements stipulated in this Agreement and all applicable State and Federal
11 laws.
12 Contractor agrees to supply funding to First Responder agencies
13 within the EOA on Priority I calls only at a rate of $6.00 per incident that the first responder agency is
14 alerted. Contractor shall further ce1tify to County on an annual basis upon County's request that the
15 source of the funding rate payment to First Responder agencies is not derived from cost savings
1 attributable to the federal/state funds received by Contractor for provision of services under this
1 7 Agreement. Subject to the foregoing, the funding rate payment shall increase 3% on January l of each
18 year of the Agreement. All funding provided by Contractor to support First Responder programs must
19 be in compliance with 42 U .S.C. Sections 1320a-7a and l 320a-7b, the Federal Anti-Kickback Statute.
2 0 Contractor shall, on an annual basis, ce1tify to the County upon County's request its compliance with
21 the aforementioned statute.
22
23
3. Training Assistance Program
The Contractor shall provide to all first responder agencies with BLS
2 4 continuing education, initial and ongoing training, and certification in CPR and AED operations. The
I
2 5 contractor shall provide the training personnel hours and support needed by each first responder agency
2 6 in order to meet and maintain the appropriate requirements for BLS certification. The contractor will be
2 7 required to provide the training listed above at the locations that are determined by the first responder
2 8 agency and at times that are reasonable times agreed upon by the Contractor and first responder
1943526vl I 19670.0001 COUNTY OF FRESNO
FRESNO, CAI.IFORNIA
47
1 agency. The continuing education training shall be coordinated with each agency and include current
2 EMS system changes and updates in policy and/or State regulations. In addition to this training, the
3 contractor can provide a CQl review for the first responder agency for each incident where an AED is
4 placed on a patient.
J
5 DD. Integration of Services
The Contractor shall integrate its services with the services of other EMS
7 System pai1icipants including first responder agencies, law enforcement agencies, public safety agencies,
8 hospitals, other health professionals, the EMS Agency, and neighboring ambulance provider agencies.
EE. Committees
10 The Contractor shall pai1icipate in the appropriate local EMS committees and
11 related subcommittees, including the Emergency Medical Care Committee, Emergency Medical Services
12 Operations Committee (EMSOC), Continuous Quality Improvement (CQI) Committee, and Disaster
13 Medical Services Committee.
14 FF. Quality Assurance and Quality Improvement
15 For the purposes of the EMS System, "quality assurance" ("QA") or "quality
1 improvement" ("QI") shall mean the coordinated and confidential program ofprospective,'immediate,
1 7 and retrospective monitoring of, and feedback on, the effectiveness and efficiency of the delivery of
18 services in the EMS System. The EMS Medical Director and the EMS Agency developed and
19 implemented standards of care and medical direction which include prospective ( e.g., training,
2 0 certification/accreditation/licensure standards, operational procedures), immediate (e.g., base hospital
21 contact) and retrospective methods (e.g., QA and/or QI program audits). Employer/employee -
2 2 relationships at provider agencies shall be conducted in a manner which recognizes EMS personnel's
2 3 obligation to provide care consistent with such standards.
24 The Contractor shall establish a comprehensive EMS CQI program meeting the
2 5 requirements of Section I 00402, Title 22, California Code of Regulations (EMS System Quality
2 Improvement) and the California EMS System Quality Improvement Guidelines. The program shall be
2 7 designed to interface with the EMS Agency's CQI program, including participation in system related
2 8 quality improvement activities. The program shall be an organized, coordinated, multidisciplinary
1943526vl / 19670.0001 COUNTY OF FRESNO
FRESNO, CALIFORNIA
48
1 approach to the assessment ofprehospital emergency medical response and patient care for the purpose of
2 improving patient care service and outcome. The program should not be limited to clinical functions
3 alone. For example, response times should be addressed within the program as well as matters such as
4 customer surveys and complaints. The program should include methods to measure performance,
5 identify areas for improvement, and how such improvements can be implemented and then evaluated.
The program shall describe customer service practices, including how customer satisfaction is
7 detennined, and how customer inquiries/complaints are handled.
8 The Contractor's CQI program shall be capable of identifying significant clinical
9 errors and deviations from EMS Agency policy and initiating corrective action to prevent future
10 occurrences in a time appropriate manner.
11 The Contractor shall employ a Clinical/CQI Coordinator, who may also be the
12 designated prehospital liaison officer (PLO) for the Contractor, to plan and direct clinical quality
13 improvement activities designed to ensure continuous delivery of clinical excellence consistent with
14 established standards.
15 The Contractor shall maintain the confidentiality of applicable EMS records
1 including, but not limited to, patient information, medical records, medical audit documentation, and QI
1 7 records consistent with relevant sections of Federal and State law including, but not limited to, the
18 National Health Information Privacy Standards issued by the U.S. Department of Health and Human
19 Services, pursuant to the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and the
2 0 Confidentiality of Medical Information Act of 1981, Section 56, et seq., of the California Civil Code,
21 Section 1157 et seq., of the California Evidence Code, Section 1040 of the California Evidence Code, and
2 2 Title 22, Division 9 of the California Code of Regulations
GO. Inquiries and Complaints 2
24 The Contractor shall provide prompt response and follow-up to inquiries and
2 5 complaints. Such responses shall be subject to the limitations imposed by patient confidentiality
2 restrictions, as provided by law. The Contractor shall provide documentation of all complaints received
2 7 for the prior month, at which point the EMS Agency may conduct its own investigation of any or all
2 8 complaints.
l943526vl / 19670.0001 COUNTY OF FRESNO
FRESl'.O, CALIFORNIA
49
1 HH. Disaster Response
2 During a declared disaster, as detennined by an agency of government either
3 locally or in the neighboring jurisdiction, the normal course of business under this Agreement shall be
4 interrupted from the moment the disaster situation is made known to the Contractoli by the EMS Agency
5 Director, or his/her designee. Immediately upon such notification, the Contractor shall commit such
resources as are necessary and appropriate, given the nature of the disaster, and shall assist by providing
7 emergency medical services in accordance with disaster plans and protocols applicable in the locality
8 where the disaster has occun-ed. The disaster related provisions of this Agreement are as follows:
9 I. During such periods, the Contractor may be released from response time
10 performance requirements, including late run liquidated damages, until notified by the EMS Agency
11 Director, or his/her designee, that disaster assistance may be terminated. At the scene of such disasters,
12 the Contractor's personnel shall pe1form in accordance with local operational disaster protocols
13 established by the EMS Agency, or in the case of out-of-county incidents, local operational disaster
14 protocols established for that area by that community.
15 2. The Contractor shall develop a mechanism for the immediate recall of
16 personnel to staff units during multi-casualty situations, times of peak overload, or declared disaster
1 7 situations. This plan shall include the ability of the Contractor to alert off-duty personnel.
18 3. When disaster assistance by the Contractor has been terminated, the
19 Contractor shall resume nOJmal operations under this Agreement as rapidly as is practical considering
2 0 exhaustion of personnel, need for restocking, and other relevant considerations.
21 4. During the course of the disaster, the Contractor shall use best efforts to
2 2 provide local ambulance coverage, and may, if appropriate and in consultation with EMS Agency staff,
2 3 suspend scheduled and, if necessary, urgent responses, informing persons requesting such service of the
2 4 reason for the temporary suspension.
5. EMS Communications Center operations shall be altered as necessary to 25
2 address the additional communications needs during disaster situations including the increased number of
2 7 ambulance and fire units, coordination of out-of-area Mutual Aid response units, hospital information
2 8 coordination, and patient transpOJt information. County disaster plans and EMS Agency Policy and
1943526vl / 19670.0001 COUNTY OF FRESNO
FRES~O. CALIFORNIA
50
1 Procedures shall govern dispatcher responsibilities and the role of County artd EMS Agency staff in
2 supervising and assisting with EMS Communications Center operations.
3 6, Mutual aid/instant aid: Consistent with EMS Agency policy, Contractor
4 shall render immediate "instant aid" and "mutual aid" in accordance with EMS policies and procedures in
5 order to insure that timely emergency medical services are rendered to persons in need of such services
within those areas.
7 7. Disaster planning: The Contractor shall actively participate with the
8 EMS Agency in medical disaster preparedness activities. The Contractor shall designate a representative
9 who shall regularly attend meetings and shall be the liaison for disaster activities with the County and
10 with other agencies. The Contractor shall provide field personnel and transport resources for participation
11 in any EMS Agency approved disaster exercise in which the EMS Agency disaster plan/multi-casualty
12 incident (MCI) plan is exercised.
13 8. Incident Command System: At the scene of an MCI, the Contractor's
14 personnel shall perform in accordance with the EMS Agency policies and procedures and participate in
,,
15 the Incident Command System (ICS) structure and in accordance with the requirements of the
1 Standardized Emergency Mlp1agement System (SEMS) and National Incident Management System
17 (NIMS).
18 9. At the conclusion of such disaster assistance during declared disasters,
1 the Contractor shall determine its direct marginal costs incurred during this disaster assistance which
2 0 were not reimbursed under its normal compensation mechanisms and shall present such cost statement to
21 the County's Department of Public Health for review, acceptance, and reimbursement. The Contractor
2 2 shall allow, but not require, its personnel to render aid under such disaster c~nditions voluntarily and
2 3 without compensation. The Contractor shall not include in its cost statement any charges for services
2 4 rendered by personnel acting on a volunteer basis. The cost statement associated with rendering aid
2 5 during disaster conditions shall be based solely upon the actual direct marginal costs, which shall be
2 reasonable and verifiable, incurred by the Contractor in the course of rendering such disaster assistance,
2 7 and shall not include the following:
28
1943526vl I 19670.0001 COUNTY OF FRESNO
FRESNO, CALIFORNIA
a. The cost of services which were offset by user fees or contract
51
1 reimbursement mechanisms from services provided during the incident; or
2 b. The costs of maintaining production capacity that would have
3 been borne by the Contractor to meet normal service requirements, if the disaster had not occurred,
4 including multi-casualty situations and times of peak overload;
5 c. Bad debts for fee-for-service billing for patient transports as a
result of the disaster situation.
7 d. During periods of an evacuation of an area due to earthquake,
8 wild-land fire, or other emergencies, and in accordance with local disaster plans, the Contractor shall
9 assist to the best of its ability in providing medical services to shelters and casualty collection points
10 which may be established as a result of an evacuation. This would include the provision of medical care,
11 oxygen, and medical supplies as necessary due to shortages which may occur. This may require the
12 posting of an ambulance unit at specific locations in the County which are not normal posting locations
13 including at such shelters and casualty collection points. According to local and EMS disaster plans,
14 ambulance units and personnel are not the primary resource fo~ providing such services, however, lack of,
15 or exhaustion of, resources may prompt their use as a back-up.
II. Disaster Response Vehicle
\
1
17 The Contractor shall provide a disaster response vehicle that is capable of
18 transporting equipment and personnel to a disaster locati~n and are authorized by the California Highway
19 Patrol as an emergency response vehicle. The vehicle shall be kept in good working condition and
2 0 available for emergency response to the scene. The vehicle should not be operated as an ambulance for
21 day-to-day operations, but may be utilized as a supervisor vehicle. As a minimum, equipment inventory
2 2 for the disaster response vehicles shall include backboards and straps, cervical collars, head
2 3 immobilization sets, splints for legs and arms, bandaging material, oxygen, communications equipment,
2 4 medical supplies, and blankets.
2 5 Prior to November 1, 2017, the Contractor shall submit to the EMS Agency a
2 written proposal for a minimum equipment inventory to be stored in the disaster response vehicle and
2 7 describe the mechanism which will be utilized for inventorying and asses~ing the on-going usefulness of
2 8 such equipment. Within two (2) weeks of receiving such proposal, the EMS Agency will take action to
1943526vl / 19670.0001 COUNTY OF FRESNO
FRES!'-:0, CALIFORNIA
52
1 either approve such proposal, request revisions of such proposal, or reject such proposal, and provide
2 written notice thereof to the Contractor. If the EMS Agency rejects such proposal, the Contractor shall
3 promptly submit another proposal that will comply with the EMS Agency's requirements. If the EMS
4 Agency either approves such proposal, or requests revisions of such proposal, the Contractor shall carry
5 out such proposal (either as approved or as approved with requested revisions) under this Agreement. The
Contractor shall have a proced,ure for the prompt staffing of this vehicle with a driver authorized to
7 operate emergencies vehicles.
8 In addition to the above requirement for a Disaster Response Vehicle, the
Contractor shall agree to provide housing and support of the State EMS Authority's Disaster Medical
10 Support Unit (DMSU) through a signed agreement between the Contractor and State.
11
12
JJ. Field Supervisor
The Contractor promises, covenants, warrants and agrees that Contractor shall
13 provide continuous supervision of its operations through a "Field Supervisor" who is available twenty-
14 four (24) hours-per-day, each and every day of the year for one-hundred percent (I 00%) of the time that
15 this Agreement is in effect. In accordance with the Contractor's Proposal, the Contractor shall not staff
1 less than the hours provided for in the Proposal. The Contractor shall establish a schedule for such Field
1 7 Supervisors which provides for prompt availability of such personnel for major incidents, unusual
18 occurrences, and management of complaints. The Field Supervisor should not be assigned or scheduled
)
19 on an ambulance unit when the individual is acting as the "Field Supervisor". The "Field Supervisor"
2 0 shall be a licensed and locally accredited paramedic and assigned to a vehicle that is supplied and
21 equipped to provide ALS care and treatment. The Contractor may utilize its disaster response vehicle as
2 2 its Field Supervisor vehicle.
KK. Bariatric Ambulance 23
24 Contractor shall maintain and provide at least one bariatric ambulance that is
I
2 5 stationed in the EOA. The bariatric ambulance shall be designed to provide safe, dignified transport of
2 the morbidly obese patient. The bariatric ambulance shall have the capacity to accommodate a patient
2 7 weighing up to 1500 pounds. Contractor's personnel shall receive training for the safe movement and
2 8 transport of morbidly obese patients.
1943526vl / 19670.0001 COUNTY OF FRESNO
FRESNO, CALIFORNIA
53
1 LL. Critical Care Transport
2 Some patients within local healthcare facilities will require transportation to
3 medical facilities to receive higher levels of treatment. Some of these patients will require attendants with
4 training and skills beyond a paramedic's basic scope of practice. When indicated, a Critical Care
5 Transport unit, staffed with a registered nurse or an approved critical care paramedic, will be made
available to transport patients that require a CCT level of care. Contractor will be required to have one
7 CCT unit available 24 hours per day, 365 days per year within the EOA. In the event that the CCT unit is
8 not available due to system demands, Contractor's EMS Communications Center will assist the
9 requesting party with locating the next closest CCT vehicle.
10
11
MM. Advanced Life Support (Paramedic) Technical Rescue Team
The Contractor shall staff and equip an advanced life support (paramedic)
12 technical rescue team in accordance with the-Contractors Proposal. The purpose of this team is to provide
13 a medical response to incidents which also require expertise in technical rescue. The Contractor's
14 technical rescue team will provide or assist with technical rescue activities under the direction of the on-
15 scene incident commander. In most cases, the on-scene incident commander will be the senior on-scene
1 fire or law enforcement official. This will frequently involve coordination with the County's Sheriffs
1 7 Department and fire depa11ment rescue teams. Due to overlapping jurisdictional responsibilities, the
18 Contractor's team will need to coordinate its on-scene activities with several different responding
19 agencies. r
20 Training and equipment requirements for the advanced life support (paramedic)
21 technical rescue team may be modified by the Contractor, with the written approval of the EMS Agency
22 Director, when the ongoing evaluation of the effectiveness ofthe team's operation prompts the need to
2 3 increase or decrease the scope of the team's services. In addition, consideration will be given for the
2 4 consolidation of this team with other rescue teams operating in the County. If such consolidation occurs,
2 5 it shall be formalized through amendments to this Agreement.
2 The Contractor shall establish a liaison with the County's Sheriffs Department
2 7 apd all other response agencies having rescue capabilities to coordinate rescue team activities. In addition,
2 8 the Contractor shall establish liaisons for coordination with other rescue organizations with which the
1943526vl I 19670.0001 COUNTY OF FRESNO
FRESNO, CALIFORNIA
54
1 Contractor's team may be working.
2
3
4
The Contractor shall identify a rescue team supervisor.
I. Staffing
The Contractor shall provide a rescue team available for responses
5 twenty-four (24) hours-per-day, each and every day of the year for one-hundred percent (I 00%) of the
time that the Agreement is in effect. Minimal staffing shall be at the staffing level provided in the
7 Contractor's Proposal. The Contractor may utilize these personnel to staff ambulance units. For safety
8 purposes during specialized types of responses, the Contractor may determine that additional team
9 members must be on-duty. These additional personnel can be provided through on-duty or on-call
10 mechanisms as long as there is no delay in the utilization of on-call staff. Contractor's staffing policy
11 shall adequately address the primary mission of providing advanced life support (paramedic) level skills
12 directly to the patient requiring technical rescue. The Contractor shall implement agility and technical
13 perfonnance standards for team selection and continued membership.
14 2. Coordination with SWAT Team Responses
1 The parties acknowledge that, as of the commencement date of this
1 Agreement, the rescue team is the primary ambulance responded throughout the County for incidents
1 7 involving the County's Sheriffs Department SW AT Team (hereinafter, •~SW AT Team"). Rescue team
18 members are not members of the SWAT Team and will not carry firearms. The role of the rescue team is
19 to coordinate medical support operations for the SWAT Team incident. This requires periodic training
2 0 with the SW AT Team. Such medical support activities may be provided for other SWAT Teams
21 throughout the County.
22
23
3. County-wide Response
The Contractor shall provide rescue team services, at no cost to the
2 4 County or the EMS Agency, on a county-wide basis under this Agreement. In addition, the rescue team
2 5 shall provide standby services at no cost on a county-wide basis for the SWAT Team for those incidents
2
27
where the SWAT Team requests an ambulance standby at a SWAT emergency iricident.
NN. Special Event and Standby Services
1943526vl I 19670.0001 COUNTY OF FRESNO
FRESNO, CALIFOR~!A
55
1 The Contractor shall provide, at no cost, stand-by advanced life support
2 (paramedic) coverage at the request of any public safety agency in the E0A, including police,
3 sheriff, fire, or California Highway Patrol, with a dedicated unit if such services can be maintained
4 using available ambulance units already included in the Contractor's system status plan. The
5 Contractor shall provide, at no cost, stand-by advanced life support (paramedic) coverage at the
request of any fire agency in the E0A with a dedicated unit for stand-by at working structure and
7 local grass fires. This does not include stand-by services for wildland and forest fires, which
8 normally consists of a prolonged and sustained operation and is addressed under a separate
agreement with the Contractor. In the event the Contractor receives conflicting requests for such
10 stand-by services and cannot meet all of the requests under its system status plan, then the Contractor
11 shall provide such coverage at its own reasonable discretion. The Contractor shall provide stand-by
12 special event coverage at no cost with a non-dedicated unit if such services can be maintained using
I
1 available ambulance units already included in the Contractor's system status plan. The Contractor is
14 encouraged to provide such non-dedicated stand-bys to events currently receiving such services ( e.g.,
15 high school football games). If the Contractor is requested to provide such services with a dedicated
1 ambulance unit, then the Contractor may enter into a separate agreement with the requesting party
1 7 for such service.
00. EMS Aircraft 18
1 The County allows helicopter air ambulance service and helicopter air rescue
2 0 services to operate in the County for the purposes of providing aeromedical transportation services (both
21 immediate and scheduled). This includes flights and transportation within and over the E0A. Prehospital
2 2 utilization of such services is based upon EMS Agency Policy and Procedures. The Contractor shall
2 3 comply with EMS Agency Policy and Procedures regarding the use of these services when they are
2 4 deemed by the EMS Agency to be in the best interest of patient care. Dispatch services for helicopter
2 5 ambulance services and helicopter rescue services shall be provided by the EMS Communications Center
2 in accordance with EMS Agency Policy and Procedures. The Contractor may provide such helicopter
2 7 services, subject to the County and EMS Agency approval.
28 PP. Data Collection and Records
I943526vl I 19670.0001 COUNTY OF FRESNO
FRESNO, CAI.IFOR~IA
56
1 I. The Contractor's data collection and reporting system shall meet the
2 following minimum standards:
3 a. The Contractor's dispatcher shall, for each request for
4 ambulance and fire service, regardless ofresponse priority, geographic origin, nature (including Instant
5 Aid/Mutual Aid), and final disposition, complete an approved dispatch record.
b. The Contractor shall be responsible for ensuring that its
7 personnel comply with all EMS Agency Policy and Procedures regarding documentation requirements as
8 they relate to ambulance responses and patient care.
9 C. The Contractor shall maintain the SIMON Electronic patient
10 care reporting (ePCR) system as outlined in the Contractor's Proposal for the purpose of documenting
11 and reporting prehospital care data in a fonnat consistent with the EMS Agency's prehospital data
12 collection program.
13 I) The Contractor's ePCR shall be NEMSIS and
14 CEMSIS compliant and meets the r9quiremen~s of the state EMSA.
15
1
2) The Contractor's ePCR shall be used for patient
documentation on all EMS system responses including patient contacts, canceled calls, and non-
1 7 transports. The ePCR shall be accurately completed to include all information required by and
18 established in Title 22, Division 9, Chapter 4, Article 8, Section I 00171 and information shall be
19 distributed according to established EMS Agency policies and procedures.
20 3) The Contractor shall leave a copy of the PCR
21 (electronic or printed) at the receiving hospital upon delivery of each patient. The EMS Agency may
2 2 levy a liquidated damage of Fifty Dollars and No/I 00 ($50.00) for each incident that a PCR is not left
2 3 with the patient at the receiving hospital.
24 4) Within 24 hours, Contractor shall provide access for
2 5 the EMS Agency and appropriate receiving hospitals to patient care records in computer readable
format and suitable for statistical analysis for all priorities. Records shall contain all information
2 7 documented on the ePCR and other NEMSIS fields not included on ePCR record for all EMS system
2 8 responses including patient contacts, cancelled calls, non-transports.
1943526vl I 19670.0001 COUNTY OF FRESNO
FRESNO, CALIFORNIA
57
1 5) Contractor shall be required to provide other data
2 points, which may be reasonably requested, including any needed modifications to support EMS
3 system data collection.
4 6) The Contractor will participate in the local Health
5 Information Exchange (HIE), which includes local hospitals and other healthcare organizations. The
Contractor will actively participate in the HIE through attendance at meetings and exchange of data.
7 d. The Contractor shall provide and support software or web-
8 based performance monitoring, compliance, and reporting tools for use by the Contractor and EMS
9 Agency. The compliance and reporting software shall, at a minimum:
10 1) Provide real time or near real time measurement of
11 performance standards as outlined in this document;
12 2) Identify and list requests for service that fail to meet
1 performance standards as outlined in this document;
14 3) Provide a user interface which supports the appeals
15 process as outlined in this document;
1 4) Provide a user interface which supports submission
1 7 of change requests/corrections for inaccurate CAD data; and
18 5) Generate reports of monthly, quarterly, bi-annual,
19 annual, or ad hoc performance/contract compliance in a form acceptable to the EMS Agency.
20 The compliance and reporting software shall be made available to
21 other ambulance providers within the EMS region at the discretion of the ambulance providers and at
2 2 no cost to ambulance provider, as determined by the EMS Agency. In the event that the software is not
2 3 a web-based system, the Contractor shall provide for the installation and maintenance of a Tl line or
2 4 equivalent link to the EMS Agency for full use of the software.
e. The Contractor shall be responsible for ensuring that its 25
2 personnel possess the appropriate licenses, certifications, and accreditation necessary to perform their
2 7 duties for the Contractor during the Contractor's performance of its obligations under this Agreement.
2 8 Upon request of the EMS Agency, the Contractor shall provide the EMS Agency with a listing of its
1943526vl / 19670.0001 COUNTY OF FRESNO
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58
1 personnel and their license, certification, and accreditation information.
2 f. The Contractor shall provide to the EMS Agency, upon request,
3 Metropolitan, Suburban, Rural, and Wilderness scheduled unit hours and actual unit hours. The unit hour
4 utilization ratio within the EOA is calculated by the number of ambulance arrivals divided by number of
5 actual unit hours. If the unit hour utilization information becomes available electronically, the EMS
Agency, at its discretion, may relieve the Contractor of this reporting responsibility.
7 g. The Contractor shall provide to the EMS Agency, upon request,
8 a report of scheduled shifts and actual shifts worked in the dispatch center. The report should specify the
9 number of dispatchers on during each hour of each day and identify the periods where the staffing falls
10 below the minimum staffing levels as proposed in the Contractor's proposal.
11 h. The Contractor shall operate or contract for a data proc.essing,
12 billing collection and reporting system sufficient to allow the County and EMS Agency to monitor and
1 investigate the Contractor's performance and compliance with the provisions of this Agreement, the
14 Contractor's Proposal, Contractor's system status management plan, and applicable Federal, State and
15 local laws and regulation (both those that are now in effect or may hereafter be enacted or adopted).
1 i. The Contractor shall maintain billing and accounts receivable
1 7 informa!ion, billing records capable of documenting the Contractor's compliance with authorized fee-for-
18 service charges, and account records capable of linking payments received over time to the calendar
19 month in which the receivable relating to such payments was originally generated. The form of record
2 0 keeping and method of repmting such financial information shall be subject to the approval of the County
21 and EMS Agency.
22 j. In the case of a traffic accident involving Contractor's
2 3 ambulance, the Contractor shall immediately notify the on-call EMS staff. The Contractor shall prepare
2 4 and provide the EMS Agency a written report, satisfactory to the EMS Agency, concerning such
2 5 ambulance accident within five (5) calendar days following the accident. The Contractor shall provide the
2 6 EMS Agency with a copy of the applicable police report within thirty (30) calendar days following the
2 7 accident.
28
--.... 1943526vl / 19670.0001 COUNTY OF FRESNO
FRESNO, CAI.IFORNIA
k. The Contractor shall provide a monthly report on education ~nd
59
1 public information activities provided, which should include the number of ALS and BLS continuing
2 educations hours and CPR courses.
3
4
5
7
8
9
10
11
12
QQ. System Education
I. EMS Continuing Education
The Contractor shall provide in-service training programs for its EMT,
paramedic, and dispatch personnel. Such programs shall annually provide a minimum of
a. Twenty-four (24) hours of advanced life support (paramedic)
level continuing education; and
b.
c.
Twelve ( 12) hours of EMT level continuing education; and
Twelve (12) hours of dispatcher continuing education.
Such training programs shall be open to personnel from local hospitals
13 and EMS provider agencies.
14 2. Paramedic Assist Training
15 The Contractor shall develop and provide a paramedic-assist training
1 program to first responder personnel stationed within the EOA, upon the request of their first responder
1 7 agency. Consistent with EMS Policy #542, paramedic assist training provides information to first
18 responder BLS personnel on procedures that may be used to assist paramedic personnel with the
1 provision of ALS procedures and specialized equipment on the ambulance.
2 0 3. Primary Training
21 The Contractor shall, upon the request of the EMS Agency, participate
2 2 in the education, training, and in-service training of EMS dispatch, first responder, EMT, National Park
2 3 Service Medic, paramedic, Mobile Intensive Care Nurse (MICN), and EMS Base Hospital Physician
2 4 personnel. The Contractor shall provide an orientation of its local operation, upon request, to
2 5 prehospital first responders operating within the EOA and for EMS training programs conducted by the
2 EMS Agency. The Contractor shall provide adequate numbers of EMS Training Officers for field
2 7 evaluations and the EMS Agency's primary training programs.
2 8 4. Community Education
1943526vl / 19670.0001 COUNTY OF FRESNO 1
FRESNO, CALIFORNIA
60
1 a. CPR Training -The Contractor shall annually sponsor or
2 participate in a minimum of twenty-four (24) CPR classes events in the Metropolitan area and twelve
3 (12) CPR classes in the Suburban, Rural and Wilderness zones. Such training programs shall be
4 publicized within the EOA to schools, industry, business, government and the general public, and
5 rotated throughout the EOA. Hands only CPR events shall count toward this requirement.
b. Public Information -The Contractor shall participate in
7 general public information and education programs as outlined in Contractor's Proposal.
8
9
10 ambulance personnel.
11
12
5. Driver-Training
The Contractor shall maintain an on-going driver-training program for
6. Health Insurance Portability and Accountability Act of 1996
· The Contractor shall ensure that patients' privacy and confidentiality
13 shall be protected in compliance with Health Insurance Portability and Accountability Act of 1996
14 (HIPAA) and other ~pplicable laws related to privacy. Contractor's employees shall not disclose
15 patient medical information to unauthorized persons or entit(es.
1
17
7. Preparation for Multi-Patient Response
The Contractor shall ensure that all ambulance personnel and
18 supervisory staff are trained and prepared to assume their respective roles and responsibilities under the
19 Fresno County Multi-Casualty Incident (MCI) policies and procedures. In addition, the following
2 0 education shall be required for EMTs, paramedics, dispatchers, and management personnel:
21
22
23
24
25
2
27
1943526vl / 19670.0001 COUNTY OF FRESNO
FRESNO, C AI.IFORNIA
a. ICS-100 or ICS-100.b training
b. ICS-200 or ICS-200.b training
c. IS-700.a training
d. Hazardous materials first responder awareness (FRA) training
e. Ambulance strike team leader training (field supervisors)
f. ICS-300 training (supervisory personnel)
g. IS-800.b training (supervisory personnel)
61
1
2 (supervisory personnel).
3
4
RR.
h. Hazardous materials first responder operations (FRO) training
Safety Program
Contractor shall provide personnel with training, equipment, and
5 immunizations necessary and as required under applicable law, and, to provide reasonable protection
from illness or injury when in the scope of their employment.
71 The Contractor shall have a Communicable Disease Policy that complies with
8 all Occupational Safety and Health Administration (OSHA) requirements and other regulations related
9 to prevention, reporting of exposure, and disposal of medical waste. All prehospital personnel shall be
10 trained in prevention and universal precautions. Contractor shall immediately notify the EMS Agency
11 of any Cal/OSHA major enforcement actions, and of any litigation, or other legal or regulatory
12 proceedings in progress or being brought against Contractor's Fresno County operations.
13
14
ss. Employee Assistance Program
The nature of work in emergency medical services may produce stress in
15 prehospital care personnel. The Contractor shall maintain an employee assistance program (EAP) for
16 , its employees.
17
18
TT. Other Requirements
In addition to being required to perform each and every one of its other
19 obligations under this Agreement, the Contractor shall be an active paiticipant in the EMS System and
2 0 shall comply with all applicable Federal, State, and local laws, regulations, and EMS Agency Policy and
21 Procedures (both those that are now in effect or may hereafter be enacted or adopted), including, but not
2 2 limited to, those related to medical direction, quality assurance, special incident reporting, treatment
2 3 protocols, medical equipment, transportation, disaster operations, data collection and evaluation, dispatch,
2 4 communications, training, certification and accreditation standards.
uu. Contract Administration 25
2 At any time during normal business hours, and as often as they may reasonably
2 7 be deemed necessary, the County and EMS Agency's ·representatives, including the EMS Medical
2 8 Director, or'his/her designee, may observe the Contractor's operations. During such observations, the
(
1943526vl / 19670.0001 COUNTY OF FRESNO
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62
1 Contractor shall make available to the County and EMS Agency for examination, its records with respect
2 to all matters covered by this Agreement, and shall make excerpts or transcripts from such records. The
3 County and the EMS Agency may make audits ofall contracts, financial statements and records, invoices,
4 materials, payrolls, inventory records, records of personnel, daily logs, conditions of employment, and
5 other data related to any and all matters in connection with this Agreement. County and EMS Agency
representatives may, at any time, and without prior notification, directly observe the Contractor's
7 operation of the EMS Communications Center, maintenance facility, and any ambulance post location.
8 County and/or EMS Agency representatives may ride as a "third person" on any of the Contractor's
9 ambulance units at any time, provided however, that in exercising this right to inspection and observation,
10 County and EMS Agency representatives shall conduct themselves in professional and courteous manner,
) 11 shall not interfere in any way with the-Contractor's personnel in the performance of their duties, and shall
12 at all times be respectful of the Contractor's relationship with its employees.
13 The County and EMS Agency's right to observe and inspect the Contractor's
14 business office operations or records shall be restricted to nonnal business hours, and reasonable
15 notification shall be given to the Contractor in advance of any such visit.
1 This right to directly observe the Contractor's field operations, EMS
1 7 Communications Center operations, and maintenance facility, shall also extend to authorized
18 representatives of the EMCC, provided that such persons do not interfere with, and are polite to the
19 Contractor's personnel at all times during such observations.
20 The Contractor shall retain and make available for inspection by the County and
21 EMS Agency, for at least a three (3) year period from termination of this Agreement, all of the documents
2 2 and records required and described herein. The Contractor shall be subject to the examination and audit of
2 3 the State Auditor for a period of three (3) years after final payment under this Agreement (Government
2 4 Code Section 8546.7).
25
2
27
vv. Dispute and Appeals Process
I. Overview
The County's and the EMS Agency's administration of this Agreement
2 8 provides a multi-layered system in order to allow the County and the EMS Agency to enforce the
1943526vl I 19670.0001 COUNTY OF FRESNO
FRESNO, CALIFORNIA
63
1 Contractor's performance of its obligations according to the terms and conditions of this Agreement. The
2 Contractor shall be responsible for monitoring its performance under this Agreement by ensuring that its
3 personnel and equipment are in compliance with the terms of this Agreement, and that Contractor is
4 performing its obligations under this Agreement, at all times. The EMS Agency is primarily responsible
5 for administration of this Agreement. The EMS Agency Director, EMCC, and the County's DPH
6 Director also provide a role in the dispute and appeals process.
2. Appeal to the EMS Agency Director 7
8 The Contractor shall have the right to appeal the imposition of late
responses and liquidated damages by submitting a written request for appeal to the EMS Agency
10 Operations Coordinator, or his/her designee. The Contractor shall have the right to appeal the decision of
11 the EMS Operations Coordinator to the EMS Agency's Director by submitting an appeal, in writing,
12 within ten (10) calendar days ofreceiving written notification ofa late response and/or liquidated damage
13 assessed, including liquidated damages assessed as a result of a Minor Breach by the Contractor. Such an
14 appeal shall include the following:
15
16
17
18
20
21
22
23
24
25
2
a.
b.
c.
In the case of late responses, the Contractor shall e~plain the
reasons why the Contractor believes such late response should
be exempted from performance requirements under this
Agreement; and/or
In the case of liquidated damages, the Contractor shall explain
the reasons why the Contractor believes such liquidated damage
should not be assessed under this Agreement; and/or
In the case of Minor Breaches, the Contractor shall explain why
the Contractor is not in breach of th is Agreement or document a
correction ofa breach of this Agreement to the satisfaction of
the EMS Agency.
The EMS Agency's Director shall review Contractor's requests for
2 7 exemption from such requirements and respond in writing to the Contractor within ten ( I 0) calendar days
2 8 of the receipt of such request and advise of the determination of such review.
!943526vl I 19670.0001 COUNTY OF FRESNO
FRESl'-O, CALIFORl'-IA
64
1 3. Appeal to the EMCC
2 In situations where the Contractor objects to the-action of EMS
3 Agency's Director to deny an appeal regarding enforcement of the Contractor's obligations under this
4 Agreement, including the EMS Agency's assessment of liquidated damages, the Contractor may appeal
5 such a decision to the EMCC. The EMCC may support, modify, or overrule the decision of the EMS
Agency's Director. In the case of an appeal of an assessment of liquidated damages ( other than for Minor
7 Breach) or a late response, the decision of the EMCC shall be final.
8
9
4. Appeal to the Depmtment of Public Health Director
In the case of appeals for Minor Breaches, where the EMCC, at the
10 request of the Contractor, has reviewed such matter and has made a 9etermination that the grounds are
11 sufficient to justify the actions proposed by EMS Agency's Director, the Contractor shall have the right to
12 appeal such ruling by requesting a review on such matter by the County's DPH Director, or his/her
,
13 designee. In such cases, the Contractor must make a written request for such review, by the County's
14 DPH Director within fifteen (I 5) calendar days of the date that the EMS Agency mails a written notice to
15 the Contractor documenting the EMCC's action in this matter. Upon the timely receipt of written request
1 for a review, the County's DPH Director, or his/her designee, shall review Contractor's request within
1 7 thirty (30) calendar days of receipt of such request. Upon conclusion of the review and, at Contractor's
18 request, a hearing, the County's DPH Director shall issue a decision regarding his or her ruling as to the
19 issues and evidence pFesented, which shall include a determination regarding the imposition, waiver,
2 0 modification, or suspension of any applicable action, or assessment of liquidated damage associated with
21 the Minor Breach. Contractor shall be provided a written notice documenting such decision.
22 In any situation where the EMCC has overruled the action of EMS
2 3 Agency's Director rega~ding the EMS Agency's enforcement of the Contractor's obligations under this
2 4 Agreement regarding a Minor Breach (including any liquidated damages associated with a Minor
2 5 Breach), the County's DPH Director, or his/her designee, shall have the right on his own initiative to
2 6 review, and as he deems appropriate, overturn the decision of the EMCC. In such case where the
2 7 County's DPH Director, or his/her designee, overturns a decision of the EMCC, the County's DPH
2 8 Director, or his/her designee, shall notify in writing the EMCC and the Contractor of his decision. The
1943526vl I 19670.0001 COUNTY OF FRESNO
FRESNO, CALIFORNIA
65
(
1 Contractor, consistent with the procedure as stated above, shall have the right to request a hearing with
2 the County's DPH Director, or his/her designee, regarding such decision. The decision of the DPH
3 Director shall be final.
4
5
V. Compensation Standards
A. Compensation
The Contractor agrees to accept the following as full compensation for any and
7 all services rendered under the Agreement:
8
10
11
12
I.
2.
3.
Designation by the EMS Agency as the exclusive provider of
Emergency Am-bu lance Service within the EOA as provided herein; and
Income from fee-for-service revenues and contracted services charged
to user as provided herein; and
The County shall pay Contractor and the Contractor shall accept
13 reimbursement at Medi-Cal rates for all transports of patients enrolled in the County's Medical Indigent
14 Services Program (MISP) and for all inmates, jail detainees, and juvenile wards for which the County is
15 financially responsible.
1 4. The County shall pay the Contractor for Contractor's performance of
1 7 fire dispatching services. The compensation for these services shall be outlined in a separate agreement
18 between County and each of the fire agencies receiving fire dispatch services. County shall develop a
19 separate agreement with Contractor for the performance of fire dispatch services for each individual
2 0 fire agency. The Contractor shall work with County in determining the appropriate costs for the
21 performance of fire dispatching services.
2 2 The County and the Contractor agree that the compensation under the
2 3 Agreement shall fulfill and discharge any and all obligations that County may presently or at any time
2 4 during the future have during the term of the Agreement.
25 The primary compensation for the Cont:actor for services rendered under the
2 6 Agreement will be from funds received from fee-for-service billings and collections from patients and
2 7 responsible third parties and contract reimbursement mechanisms as provided herein. This includes
/
2 8 charges to Medicare and Medi-Cal (MediCaid) for services to beneficiaries of these programs. Contractor
1943526vl / 19670.0001 COUNTY OF FRESNO
FRES:--10, CALIFORNIA
66
1 shall accept Medicare and MediCal assignment. Fees and other reimbursement mechanisms for services,
2 other than Emergency Ambulance Services, are not regulated through the Agreement.
3
4
5
B. Fee-for-Service
1. Maximum Allowable Fees
The maximum allowable fees that the Contractor may charge patients
6 for services under the Agreement are limited to the following fees.
7
8
10
11
12
13
14
15
1
17
18
19
b.
C.
d.
e.
f.
g.
h.
I.
j.
j.
k.
a. BLS Base Rate ..................................................... $995.00
BLS Emergency Base Rate ................................................ $1,592.00
ALS 1 Base Rate .. .................................................. $1, 194.00
ALSI Emergency Base Rate ............................................. $1,890.50
ALS2 Base Rate
Paramedic Intercept
.... ·············· .......... , .. ,. ,,,,,, .... , ........ $2, 736.25
.................................................... $1,741.25
Critical Care Transpo1t .................................................... $3,233.75
Mileage (rate per mile) ............................... $39.50 per loaded mile
Non-Transport-ALS Treatment Fee ................................... $500.00
Non-Transport -Ambulance Assessment Fee ...................... $200.00
Stand-by rate (waiting with patient) .................... $40.00/15 minutes
Special Event Stand-by (dedicated unit) .............. $40.00/15 minutes
The fee structure and the following Billing Level Definitions were
2 0 developed to coincide with Federal Register, Pait IV, Department of Health and Human Services,
21 Centers for Medicare and Medicaid Services, Section 42 CFR Parts 410 and 414 -Medicare Program;
2 2 Fee Schedule for Payment of Ambulance Services; Final Rule, published in the February 27, 2002
2 3 Federal Register, pages 9 I 00 through 913 5 as further clarified in the Program Memorandum to
2 4 Intermediaries/Carriers Transmittal AB-02-130.
25
2
2, Billing Definitions
a. BLS Base Rate -Transportation by ground ambulance vehicle
2 7 and the provision of medically necessary supplies and services, including BLS ambulance services as
2 8 . defined by the State. The ambulance must be staffed by an individual who is qualified in accordance
1943526vl / 19670.0001 COUNTY OF FRESNO
FRESNO. CALIFORNIA
67
r
1 with State and local laws as an emergency medical technician -basic (EMT-Basic).
2 b. ELS-Emergency Base Rate - A BLS Base Rate with a higher
3 relative value to recognize the additional costs incurred in responding immediately to an emergency
4 medical condition. An emergency response is a BLS or ALS 1 level of service that has been provided in
5 immediate response to a 9-1-1 call or the equivalent. An immediate response is one in which the
6 ambulance provider begins as quickly as possible to take steps necessary to respond to the call.
7 c. ALS 1 Base Rate -Advanced life support, level 1 (ALS I) is
8 the transportation by ground ambulance vehicle and the provision of medically necessary supplies and
9 services including the provision of an ALS assessment or at least one (I) ALS intervention.
10 d. ALS I-Emergency Base Rate -An ALS 1 Base Rate with a
11 higher relative value,to recognize the additional costs incurred in responding immediately to an
12 emergency medical condition. An emergency response is a BLS or ALS 1 level of service that has been
13 provided in immediate response to a 9-1-1 call or the equivalent. An immediate response is one in
14 which the ambulance provider begins as quickly as possible to take steps necessary to respond to the
15 call.
1 e. ALS2 Base Rate -The transportation by ground ambulance
1 7 vehicle and the provision of medically necessary supplies and services including: I) at least three (3)
18 separate administrations of one (I) or more medications by intravenous push/bolus or by continuous
19 infusion (excluding crystalloid fluids); or 2) ground ambulance vehicle transport and the provision ofat
2 0 least one (I) of the ALS2 procedures 1 isled below:
2
22
23
24
25
2
27
28
1943526vl / 19670.0001 COUNTY OF FRESNO
FRESNO, CALIFORNIA
f.
(I) Manual defibrillation/cardioversion
(2) Endotracheal intubation
(3) Central venous line
(4) Cardiac pacing
(5) Chest decompression
(6) Surgical airway
(7) Intraosseous line
Paramedic Intercept -ALS services provided by an entity that
68
1 does not provide the ambulance transport. This includes ALS rendezvous. These services are defined in
2 42 CFR410.40.
3 g, Critical Care Transpo1t -As defined as Specialty Care
4 Transport (SCT) -means interfacility transportation of a critically injured or ill patient by a ground
5 ambulance vehicle, including medically necessary supplies and services, at a level of service beyond
the scope of the Paramedic. SCT is necessary when a patient's condition requires ongoing care that
. I
7 must be furnished by one or more health professionals in an appropriate specialty area, for example,
8 nursing, emergency medicine, respiratory care, cardiovascular care, or a paramedic with additional
9 training.
10 h. Mileage {loaded Mileage) -The rate per mile for the number
11 of miles for which the patient is transpo1ted in the ambulance vehicle.
12 i. Non-Transp01t -ALS Treatment Fee -The non-transport fee
13 is charged when the Contractor's paramedic personnel perform ALS treatment skills (excluding EKG
14 interpretation), in accordance with EMS Agency Policy and Procedures, and the patient is not
15 transported by ambulance.
1 j. Non-Transport -Ambulance Assessment Fee -An assessment
1 7 performed by an EMS crew as pait of an ambulance response because the patient's condition at the
18 time of request warranted a response by a fully staffed ambulance unit capable of performing a patient
19 assessment for the appropriate level of response.
20 C. User Fee Adjustment
21 Contractor's proposed ambulance charges shall remain in full force and effect
2 2 for the first two years of the initial term of the Agreement. When the Contractor reasonably believes
2 3 that an adjustment to maximum allowable user fees is necessary, the Contractor shall provide a written
2 4 request to the EMS Agency Director that includes detailed justification for modification of ambulance
2 5 charges. The EMS Agency and County will schedule the request for consideration by the Board of
2 . Supervisors. The burden of proving the facts supporting any of Contractor's requests for an increase in
2 7 maximum allowable user fees shall rest entirely with the Contractor. No change in ambulance charges
2 8 can occur until approved by the Board of Supervisors.
1943526vl I 19670.0001 COUNTY OF FRESNO
FRESNO, CALIFORNIA
69
1
2
D. Itemized Charges
The Contractor may not charge for supplies or for procedures other than those
3 specifically identified in the user fee schedule of this Agreement. Night response, oxygen administration
4 and emergency response charges shall be included in the applicable base rates. These may be segregated
5 for identification where necessary for specific third-party payers (e.g., Medical and Medicare), but the
total segregated charge shall not exceed the applicable maximum allowable base rate. Charges for other
7 supplies and procedures may not be charged unless authorized by a user fee adjustment approved
8 pursuant to the procedures specified in Section V.C., herein.
9
10
E. On-Scene Collections
Except for ambulance calls which originate or terminate outside the EOA, the
11 Contractor's personnel are strictly prohibited from requesting or receiving payment for any services
12 rendered at the scene, enroute, or upon delivery of the patient.
13 YI. Default Protection Provisions
14 A. Perfo1111ance Security
15 The Contractor must obtain and maintain in full force and effect, throughout the
1 term of this Agreement, performance security in the amount of Five Million and Noll 00 Dollars
1 7 ($5,000,000.00) in the fo1m of an irrevocable standby letter of credit issued pursuant to this Section VI.A.
18 Such irrevocable standby letter of credit shall be acceptable in form and content to the County. The bank
19 issuing the irrevocable standby letter of credit shall also be acceptable to the County. County will provide
2 0 the first draft of the letter of credit. In addition, such irrevocable standby letter of credit shall:
21 I. Be payable to the County or the County's DPH Director, or his/her
2 2 designee;
23 2. Issued by a bank doing business in California, with a branch located in
2 4 Fresno County at which payment will be made;
3. Be for a term of at least one (1) year, and any extension(s) of the term of 25
2
27
such letter of credit shall be for terms of at least one (I) year each;
4. Specifically recite and accept this Agreement's requirements that the
2 8 bank shall immediately release performance security funds at sight to the County upon the County's
1943526vl I 19670.0001 COUNTY OF FRESNO
FRESNO, CALIFORNIA
70
1 presentation of documentary evidence (the fonn and substance of which shall be determined by the
2 County) that the Board of Supervisors made the determination that; pbrsuant to provisions set forth in
3 Section VII.B.5., herein, the Contractor is in Material Breach of this Agreement and that the Material
4 Breach is of such a nature that public health and safety are endangered; and
5 5. Specifically acknowledge and agree that litigation brought by the
Contractor or the bank, if any, in connection with the Board of Supervisor's declaration that the
7 Contractor is in Material Breach of this Agreement and determines that the Material Breach is of such a
8 nature that public health and safety are endangered, under Section VII.B.5., herein and that litigation, if
I
9 any, brought by Contractor or the bank against the County, the EMS Agency, or their respective officers,
10 agents or employees in connection with the Board of Supervisors' declaration of Material Brec:ich or the
11 County's emergency takeover/replacement of Contractor's operations under Section VII.B.5, herein, shall
12 only be initiated after the bank releases the perfonnance security funds to the County as provided in this
13 Section VI .A.
14 B. Performance Security Cancellation Notification
15 The standby_ letter of credit furnished by the Contractor pursuant to this Section
1 VI.A herein, shall provide that the letter of credit shall not be cancelled except upon sixty (60) calendar
1 7 days prior, express written notice given to the County of the intention to cancel said bond or letter of
18 credit. The Contractor shall, not later than twenty (20) calendar days following the commencement of
19 such sixty (60) calendar day notice period, provide to the County a replacement performance security
2 0 meeting the requirements of this Section VI.A., in a form and content acceptable to the County, and from
21 an institution that is acceptable to the County. Such written notice of cancellation and cancellation of the
22 irrevocable standby letter of credit furnished by Contractor shall not relieve Contractor of any obligations
2 3 whatsoever pursuant to section VI. A. herein.
24 For performance security required under this Agreement, the Contractor
2 5 shall additionally require that the issuer of such security to provide the County with prior, express written
notice of the cancellation of such security. 2
27
28
c. Liquidated Damages for Default or Breach of this Agreement
The County and the Contractor agree that this liquidated damages provision is a
1943526vl I 19670.0001 COUNTY OF FRESNO
FRllSNO, CALIFORNIA
71
1 fair and necessary pai1 of this Agreement. The Contractor agrees with the County that the amount of the
' 2 estimated liquidated damages required to be paid to the County herein represents a reasonable endeavor
3 by the County and the Contractor to estimate a fair compensation for damage to the County, its residents,
4 and visitors from the Contractor's default under this Agreement. The County has estimated and the
5 Contractor agrees that the minimum amount of these additional costs to the County (i.e., costs in excess
of those which would have been incurred by the County if the default had not occurred) could be not less
7 than Five Million and No/I 00 Dollars ($5,000,000) even assuming the County's emergency takeover
8 management is fully competent to manage and assume operation of the Contractor's functions hereunder,
9 and such takeover of operations is conducted smoothly.
10 Therefore, in the event that the Board of Supervisors declares such a Material
11 Breach of this Agreement by the Contractor, the County shall be compensated by the Contractor's
12 liquidated damages in the amount of Five Million and No/I 00 Dollars ($5,000,000). Such amount to be
13 immediately paid by the Contractor, upon such declaration by the Board of Supervisors, to the County as
14 follows:
a. Five Million and No/I 00 Dollars ($5,000,000) in perfonnance 15
1
17
security funds, as required under Section VI.A., herein; and
b. It is understood that any and all of the foregoing funds are
18 assets received by the County to take over the Contractor's operations, upon the Board of Supervisors
19 declaration of a Material Breach of the Agreement by the Contractor shall be deemed to be the sole
2 0 property of the County. Liquidated damages imposed upon the Contractor under this Agreement, in
21 addition to any other remedy stated herein and allowed by law, for deficiencies in its performance or due
2 2 to default or breach of this Agreement are mutually exclusive of each other and may be imposed
2 3 cumulatively by the County and the EMS Agency upon Contractor.
24
25
D. Notice of Adverse Financial Conditions
The Contractor shall provide the County with written notice within five (5)
2 6 calendar days of the occurrence of any or all of the following events:
27 I.
2 8 the assets of Contractor.
1943526vl I l9670.000I COUNTY OF FRESNO
FRESNO, CALIFORNIA
A receiver is appointed to take possession of all or substantially all of
72
1
2
2.
3.
The Contractor makes an assignment for the benefit of creditors.
There is the attachment, lien, levy, encumbrance, execution or other
3 judicial seizure of all or substantially all of Contractor's assets ( or any other right or interest of Contractor
4 in property) used to carry out its obligations under this Agreement, if such attachment, lien, levy,
5 encumbrance, execution or other seizure remains undismissed, undischarged, or not released for a period
I
of ten (l 0) business days after the attachment, lien, levy, encumbrance, execution or other seizure thereof.
7 4. The Contractor takes any action or suffers under any insolvency,
8 ) bankruptcy, reorganization, moratorium or other debtor relief act or statute, whether now existing or
9 hereafter amended or enacted.
10 5. The Contractor files any voluntary petition in bankruptcy, or any of the
11 Contractor's creditors file any involuntary petition in bankruptcy, which involuntary petition remains
12 undischarged for a period ofthitty (30) days.
13
14 become due.
15
1
17
18
19
20
21
22
23
VII.
renewal hereof:
2018.
6. The Contractor admits in writing to its inability to pay its debts as they
Standard Contract Provisions
A. Term of this Agreement and Renewal Provisions
The following provisions shall govern the term of this Agreement and the
l. Commencement Date
This Agreement shall commence at 12:01 a.m., local time, January l,
2. Initial Term of Agreement
The initial term of this Agreement shall be five (5) years. Unless the
2 4 term of this Agreement is renewed pursuant to the provisions for renewal set forth in Section VII.A.3 .,
2 5 immediately below, this Agreement shall a~tomatically expire at 11 :59 p.m., local time, December 31,
2
27
28
2022.
3.
!943526vl I 19670.0001 COUNTY OF FRESNO
FRESNO, CALIFORNIA
Renewal Provision
At its sole discretion, the Fresno County Board of Supervisors may
73
)
1 extend the exclusive market rights granted to the Contractor for one ( 1) successive and separate five-year
' 2 period. No less than twenty-four (24) months prior to the expiration of the contract term, the Contractor
3 may petition the EMS Agency, in writing, for a five-year extension. The County's decision to grant an
4 extension will consider, but not be limited to, how well the Contractor has performed in the following
5 areas:
a. Compliance with the terms of its contract with the County;
7 b. Operational and financial areas;
8 c. Effectiveness of the Contractor's continuous quality
improvement program in identifying opportunities for improvement and achieving demonstrable
10 . improvements in those areas;
11 d. Cooperation of management in assisting the EMS Agency with
12 system operation and enhancements;
13 e. Number of substantiated complaints filed against the
14 Contractor and the manner in which the Contractor handled them;
15
1
17
I
professional image;
f. Consistency in maintaining and/or improving its
g. Level of cooperation between the Cpntractor and other
18 participants within the EMS System.
19 Any and all references to this Agreement shall mean and include any then-
2 0 current extensions which are in effect pursuant to the terms and conditions of this Section VII.A.
21
22
23
B. Termination of Agreeme1~t
I. County's Termination Without Reason
The County may terminate this Agreement at any time without any
2 4 reason upon one-hundred eighty ( 180) calendar days prior, express written notice thereof given to the
2 5 Contractor. Prior to giving termination notice under this Section VII.B., the County shall notify the
2 6 Contractor of its intention to terminate this Agreement and shall allow the Contractor an opportunity to
2 7 appear before the Board of Supervisors concerning such notice of termination. Any termination by the
2 8 County pursuant to this Section VII.B. shall be without penalty or expense paid by the County to the
1943526vl I 19670.0001 COUNTY OF FRESNO
FRESNO, CALIFORNIA
74
1 Contractor.
2 2. Contractor's Termination Due to County's Material Breach of this
3 Agreement
4 The Contractor may terminate this Agreement at any time due to the
5 County's breach of any or all material obligations of County under this Agreement, provided that the
Contractor gives the County at least ninety (90) calendar day's prior, express written notice of such
7 intention to tenninate this Agreement, setting forth in specific detail the facts supporting such intention to
' l
8 tenninate this Agreement, and provided further that the County fails to substantially cure said breach. The
Contractor's termination of this Agreement, pursuant to this Section VJI.B.2., shall not release the
10 Contractor from or otherwise affect any then-current unpaid or unperfonned obligations of the Contractor
11 under this Agreement.
12 3. County's Te1mination Due to Contractor's Material Breach of this
13 Agreement
14 The County may terminate this Agreement due to the Contractor's
15 breach of any or all material obligations of Contractor under this Agreement (a "Material Breach").
1 Without limiting the generality of the foregoing sentence, the term "Material Breach" of this Agreement
1 7 includes, but is not limited to, the occurrence of any one (which by itself may be deemed to be a Material
18 Breach of this Agreement by the Contractor) or all of the following events:
1 a. The Contractor fails to operate its ambulance, emergency
2 0 medical dispatch, and emergency medical services program in a mant1er which enables the County, the
21 EMS Agency and the Contractor to remain in compliance with the requirements of Federal, State, and
2 2 local laws, rules and regulations and EMS Agency Policy and Procedures.
23 b. The Contractor's Proposal including credentials/proposal or
2 4 bidder's budget infonnation which the Contractor provided to the County or the EMS Agency pursuant to
2 5 the procurement process contain(s) an untrue statement(s) of a material fact or omit(s) to state a material
2 fact(s) nccessary\to make a statcmcnt(s) therein not misleading in the light of the circumstances under
2 7 which it was made.
28
I943526vl / 19670.0001 COUNTY OF FRESNO
FRESNO, CALIFORNIA
C. The Contractor willfully falsifies data supplied to the County,
75
1 the EMS Agency, or the EMS Medical Director, or his designee, during the course of performing
2 operations under the Agreement.
3 d. The Contractor fails to comply with the minimum employee
4 wage/salary compensation and benefit package and hiring practices as submitted as part of Contractor's
5 Proposal.
e. The Contractor's personnel or its subcontractor(s) personnel
7 chronically or persistently fail to conduct themselves in a professional and courteous manner where,
8 within a reasonable time following written notice by the County and/or EMS Agency to correct such
9 misconduct (but in no event more than thirty (30) calendar days from the date of such notice being given),
10 reasonable remedial action has not been taken by the Contractor.
11 f. The Contractor fails to comply with the response time
12 performance requirements for metro and suburban zones for any three (3) consecutive months (regardless
13 of whether such months are in two (2) calendar years), or for any four (4) non-consecutive months in a
14 calendar year.
15 g. If the EMS Agency sets standards for the measurement of
1 selected Rural or Remote/Wilderness area response times on a quarterly basis and the Contractor fails to
1 7 comply with such response time performance requirements for any two (2) consecutive quarters or for
18 any three (3) non-consecutive quarters in a calendar year.
19 h. The Contractor fails to consistently meet or exceed the clinical
2 0 perfom1ance standards required herein.
21 i. The Contractor fails to participate in the established QNCQI
2 2 program of the EMS Agency, including, but not limited to, investigation of incidents and implementing
2 3 prescribed corrective actions.
24 j. The Contractor fails to maintain equipment or vehicles in
2 5 accordance with good maintenance practices, or to replace equipment or vehicles in accordance with the
2 Contractor's equipment replacement program, as submitted as part of Contractor's Proposal.
27
2 8 provisions of the Agreement.
1943526vl / 19670.0001 COUNTY OF FRESNO
FRESNO, CALIFORNIA
k. The Contractor violates the non-competition or "outside work"
76
1 I. The Contractor fails to furnish and maintain key personnel ofat
2 least the same quality and experience as proposed in the Contractor's Proposal.
3 m. ! The Contractor fails to comply with the user fee setting, billing,
4 and collection procedures under the Agreement.
5 11. The Contractor fails to cooperate with and assist the County in
the investigation or correction of any of Contractor's alleged or actual Minor Breach(es) or Material
' 7 breach(es) of the Agreement, including, but not limited to, Contractor's chronic or persistent failure to
8 comply with terms and conditions stipulated in written notice(s) given by the County or EMS Agency to
correct any of Contractor's Minor Breach(es) under the Agreement.
10 0. The Contractor fails to cooperate with and assist the County in
11 its takeover or replacement of the Contractor's operations after a Material Breach of the Agreement by
12 the Contractor has been declared by the County.
13 p. The Contractor fails to assist County or County's subsequent
14 ambulance contractor in the orderly transition or scaling down of Contractor's services during the
15 transition from Contractor to the County's subsequent ambulance contractor if County enters into a
1 subsequent Agreement with another ambulance contractor and such Agreement does not include the
1 7 Contractor.
18 q. The Contractor fails to comply with required payment of
19 liquidated damages within one hundred eighty (180) calendar days written notice given to Contractor of
2 0 the imposition of such liquidated damages.
21 r. The Contractor fails to maintain in full force and effect the
2 2 insurance coverage required in the Agreement.
23 s. , The Contractor fails to maintain in full force and effect the
2 4 performance security requirements as specified in the Agreement.
t. The Contractor fails to appropriately maintain and operate the 25
2
27
EMS Communications Center pursuant to the terms and conditions of the Agreement.
2 8 all of the assets of Contractor.
1943526vl I 19670,0001 COUNTY OF FRESNO
FRESNO. CALIFORNIA
u. A receiver is appointed to take possession of all or substantially
77
1 V. The Contractor makes an assignment for the benefit of
2 creditors.
3 w. There is the attachment, lien, levy, encumbrance, execution or
4 other judicial seizure of all or substantially all of Contractor's assets (or any other right or interest of
5 Contractor in property) used to carry out its obligations under the Agreement, if such attachment, lien,
I
6 levy, encumbrance, execution or other seizure remains·undismissed, undischarged, or not released for a
7 period often ( I 0) business days after the attachment, lien, levy, encumbrance, execution or other seizure
8 thereof.
9 X. The Contractor takes any action or suffers under any
10 insolvency, bankruptcy, reorganization, moratorium or other debtor relief act or statute, whether now
11 existing or hereafter amended or enacted.
12 y. The Contractor files any voluntary petition in bankruptcy, or
13 any of the Contractor's creditors file any involuntaty petition in bankruptcy, which involuntary petition
14 remains undischarged for a period of thirty (30) days.
15
1
17
as they become due.
z. The Contractor admits in writing to its inability to pay its debts
aa. The Contractor files any answer admitting, or fails timely to
18 contest, a material allegation of a petition filed against Contractor in any proceeding seeking
19 reorganization, arrangement, composition, readjustment, liquidation or dissolution of the Contractor or
2 0 similar relief.
21 bb. The Contractor (either voluntarily or by operation of law)
2 2 assigns, conveys, or transfers the Agreement, or any part of the Agreement, including any right or
2 3 obligation hereunder, in violation of the terms of the Agreement.
24 cc. The Contractor willfully attempts to intimidate or otherwise
2 5 punish or dissuade its personnel who desire to interview with or to sign contingent employment
2 agreements with competing bidders during a subsequent procurement process by the County/EMS
2 7 Agency for the same or similar services provided by the Contractor under the Agreement.
28
1943526vl / 19670.0001 COUNTY OF FRESNO
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dd. The Contractor willfully attempts to intimidate or otherwise
78
1 punish or dissuade its personnel or subcontractors from cooperating with or reporting concerns,
2 deficiencies, and the like regarding Contractor or its subcontractors, if any, to the County or EMS Agency
3 or any governmental agency having the jurisdiction over such matter.
'\
4 ee. There are any other willful acts or omissions of the Contractor
5 that endanger the public health and safety.
4. Notice-to Contractor of Material Breach
7 If, in the opinion of the EMS Agency Director, or his/her designee, a
8 Material Breach of this Agreement by the Contractor exists or has occurred, then the EMS Agency
9 Director, or his/her designee, shall notify the Contractor, in writing, of the existence or occurrence of such
10 event. The EMS Agency Director, or his/her designee, shall establish a specific time period in such
11 notice, which shall be reasonable under the circumstances, for the Co~tractor to cure the Material Breach.
12 If the Contractor fails to completely cure such Material Breach of this Agreement to the satisfaction of the
1 EMS Agency Director, or his/her designee, within the time specified by the EMS Agency Director, or
14 his/her designee, the Director of Public Health, or his/her designee, shall notify the Fresno County Board
15 of Supervisors ("Board") in writing regarding same.
1 5. Declaration of Material Breach of this Agreement and Emergency
1 7 Takeover/ Replacement of Service
18
19
2 0 Takeover/Replacement
a. Declaration of Material Breach and Order of
21 Following receipt of the EMS Agency Director's, or his
2 2 designee's, notice that Contractor has failed to completely cure the Material Breach, if the County Board
2 3 of Supervisors determines that a Material Breach has occurred, and that the nature of the breach is, in the
2 4 County Board of Supervisor's reasonable determination, such that public health and safety are
2
2
endangered, the County Board of Supervisor's shall order the County's/EMS Agency's
Takeover/Replacement ofService(s) and all obligations/duties being provided by Contractor pursuant to
2 7 the Agreement. Contractor shall cooperate completely and immediately with County to effect a prompt
2 8 and orderly takeover/ replacement which shall be effected within 72 hours after a finding of Material
1943526vl / 19670.0001 COUNTY OF FRESNO
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1 Breach and endangerment of public health and safety by County Board of Supervisors.
2 b. Takeover/Replacement
3 In addition to all other rights and remedies of the County, the
4 County as the secured party shall have the right to take possession of the equipment and supplies for the
5 purpose of providing ambulance services within Fresno County until such time as the County terminates
this Agreement and can contract with another provider of ambulance services, or, County declares
7 cessation of Takeover/Replacement and returns all equipment and supplies to Contractor for fulfilling
8 Contractor's duties/obligations under the Agreement.
I
9 The EMS Agency Director, or his/her designee, shall, upon the Board's findings and Order(s) to
10 perform the emerge1,1cy takeover or replacement by County pursuant to the above Section VII .B.5 .a.,
11 promptly initiate and carry out any and all actions necessary to complete an emergency takeover of
12 Contractor's operations, duties and services under this Agreement or replacement of the Contractor.
13 The Contractor shall, upon receipt of written notice of the Board's findings and Order(s) pursuant to the
14 above Section Vll.8.5.a., fully and immediately cooperate with the County and the EMS Agency to effect
I
15 a prompt and orderly complete takeover or replacement by the County (or County's designee) of the
1 Contractor's operations, duties and services under this Agreement. Contractor shall promptly deliver to
\
1 7 County/EMS Agency all vehicles and related property/facilities, including, but not limited to, dispatch
18 and medical equipment, supplies, ambulances, electronic/computer equipment and facilities necessary for
19 the performance of services utilized in the performance of Contractor's duties and obligations under this
2 0 Agreement (hereinafter "Vehicles, Facilities and Equipment"). Contractor's delivery to County/EMS
21 Agency shall include the number of vehicles used by Contractor for the peak pour system status coverage,
2 2 including rural-based units, of the day, peak day of the week, for Emergency Ground Ambulance Services
2 3 under the terms of this Agreement. Each vehicle shall be equipped at a level in accordance with its
2 4 utilization in Contractor's System Status Plan and in accordance with EMS Agency Policies, Procedures,
2 5 and Protocols, including all supplies necessary for minimum stocking levels of such vehicles.
2 The takeover or replacement by the County of Contractor's operations, duties and services under
2 7 this Agreement includes, but is not limited to, temporary hiring of necessary field, dispatch, and other
2 8 personnel for the continued provision of emergency medical services described in this Agreement; taking
1943526vl I 19670.0001 COUNTY OF FRESNO
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80
1 possession of all vehicles and all other equipment: executing Contractor's performance security as
2 provided in section VI. herein; and taking any other actions deemed necessary by County to continue the
3 provision of emergency medical services under this Agreement. Contractor shall cooperate fully with the
4 EMS Agency/County to effect an immediate takeover by County of all Contractor's equipment and
5 vehicles as described in this Agreement.
All of Contractor's Vehicles, Facilities and Equipment shall be deemed assigned to the County
7 during the takeover period. The "Takeover period" shall be defined as commencing upon the date the
8 Board ordered the County/EMS Agency to perform the emergency takeover or replacement by the
9 County of the Contractor's operations, duties and services under this Agreement and ending on the date
10 the Board either terminates the Agreement or declares the cessation of the emergency takeover or
11 replacement by the County and the County returns all Vehicles, Facilities and Equipment to Contractor
12 for Contractor's resumption of operations, duties and services under this Agreement.
13 During the Takeover period, County and Contractor shall be considered Lessee and Lessor in
14 respect to all Vehicles, Facilities and Equipment assigned to County. Monthly rent payable to Contractor
1
1
for all Vehicles, Facilities and Equipment assigned to County (hereinafter "Rental Payments") shall be
equal to the aggregate monthly amount of Contractor's debt service on vehicles, facilities and equipment
1 7 as documented by Contractor at County's request, but not to exceed the fair market value of the rent for
18 the vehicles, facilities and equipment. The County shall disburse these, Rental Payments directly to
19 Contractor's oblige(s). Contractor shall ensure that any and all of its contractual arrangements regarding
2 0 any Vehicles, Facilities and Equipment does not (I) prohibit the assignment to the County of any
21 Vehicles, Facilities and Equipment under this section Vll.8.6., and, (2) have the effect of increasing the
2 2 cost and expense to the County as compared to the cost and expense for Contractor regarding any
2 3 Vehicle, Facilities and Equipment assigned to County under this section VJI.8.6.
2 4 In addition to Liquidated Damages and other remedies stated herein and as may be allowed by
2 5 law, County shall have the right to recover from Contractor such rental and debt service payments as
2 elements of damage from a breach of this Agreement. Subject to section VI. A. herein, Cm,tractor shall
2 7 not be precluded from disputing the Board's findings or the nature and amount of County's damages, if
2 8 any, through litigation. Failure on the pa11 of Contractor to cooperate fully with County to effect a
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81
1 safe/smooth takeover of operations, duties, facilities and equipment shall itself constitute a breach of the
2 Agreement, even if it is. later determined that the original declaration of breach by the Board of
3 Supervisors was made in ell"or.
4 County shall have the right to authorize the use of any Vehicles, Facilities and Equipment by
5 another company as substitute contractor to perform any or all duties, obligations or services Contractor
was performing under this Agreement. Should County require a substitute contractor to obtain insurance
7 on equipment, or should County choose to obtain insurance on vehicles/equipment, Contractor shall be
8 "Named Additional Insured" on the policy, along with the appropriate endorsements and cancellation
9 notice.
10 If the Board declares a cessation of the Takeover7Replacement Order and Contractor assumes
11 operations, duties and services under the Agreement, County agrees to return Contractor's Vehicles,
12 Facilities and Equipment to Contractor in good working order, normal wear and tear excepted, at the end
13 of the Takeover period: For any of Contractor's equipment not so returned, County shall pay Contractor
14 fair market value of vehicle and equipment at time of takeover, less normal wear and tear or shall pay
15 Contractor reasonable costs of repair, or shall repair and return vehicles and equipment.
1 County may unilaterally terminate a Takeover period at any time and return Vehicles, Facilities and
1 7 Equipment to Contractor. The Takeover peripd shall last no longer than necessary, as reasonably
18 determined by County, to stabilize the EMS system and to protect the public health and safety by
1 whatever means County chooses, including, but not limited to, County obtaining a substitute contractor to
2 0 perform any or all duties, obligations or services Contractor was performing under this Agreement.
21 Notwithstanding the foregoing provisions of this section VIl.8.6., the County's payment of any
2 2 sums to Contractor, including, but not limited to, Rental Payments shall not act as a release, waiver or
2 3 forfeiture by County of any and all rights or remedies available to County against Contractor or any other
2 4 party/entity.
25
2
6. Dispute After Takeover/Replacement
Any legal dispute concerning a finding of breach shall be initiated only
2 7 after the emergency takeover/replacement has been completed. Contractor's cooperation with, and full
2 8 support of, such emergency takeover/ replacement process, as well as the immediate release of
1943526vl I 19670.000t,COUNTY OF FRESNO
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1 performance security funds to County, shall not be construed as acceptance by Contractor of the finding
2 of Material Breach, and shall not in any way jeopardize Contractor's right to recovery should a court later
3 determine that the declaration of Material Breach was in error. However, failure on the part of Contractor
4 to cooperate fully with County to effect a safe and orderly takeover/replacement of services shall
5 constitute a Material Breach under this ordinance, even if it is later determined that the original
declaration of Material Breach was made in error.
7 7. Breach Not Dangerous to Public Health and Safety
8 If County declares Contractor to be in breach on grounds other than
9 performance deficiencies da~gerous to public health and safety, Contractor may dispute County's claim
10 of Material Breach prior to takeover/replacement of Contractor's operations by County.
11 8. Liquidated Damages for Material Breach and Takeover/Replacement
12 Service
13 The unique nature of the services that are the subject of the Agreement
14 requires that, in the event of major default of a type that endangers the public health and safety, County
15 must restore services immediately, and Contractor must cooperate fully to affect the most orderly possible
1 takeover/replacement of operations. In the event of such a takeover/replacement of Contractor's
1 7 operations by County, it would be difficult or impossible'to distinguish the cost to County of effecting the
18 takeover/replacement, the cost of correcting the default, the excess operating cost to County during an
19 interim period, and the cost of recruiting a replacement for Contractor from the normal cost to County
2 0 that would have occurred even if the default had not occurred. Similarly, if takeover/replacement costs
21 and interim operating costs are high, it would be impossible to determine the extent to which such higher
2 2 costs were the result of Contractor's default from faulty management or County's costs during takeover
2 3 and interim operations.
24 9. End-term Operations Provisions
2 5 Should the Contractor fail to be the successful bidder in the next
2 succeeding bid cycle conceming the provision of Emergency Ambulance Service, the parties
2 7 acknowledge that the County shall depend upon the Contractor to continue provision of all services
2 8 required under this Agreement until the successful bidder takes over Contractor's operations. Under these
1943526vl I 19670.0001 COUNTY OF FRESNO
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83
1 circumstances, the Contractor would, for a period of several months, serve as a "retiring" Contractor. To
2 ensure continued performance fully consistent with the requirements of this Agreement throughout any
3 such end-term period, the following provisions shall apply:
4 a. Throughout such end-term period, the Contractor shall continue
5 all operations and support services at substantially the same levels of effort and performance as were in
effect prior to the award of the subsequent agreement to a competing bidder;
7 b. The Contractor shall make no changes in methods of operation
8 that could reasonably be considered to be aimed at cutting the Contractor's service and operating costs to
9 maximize profits during the final stages of this Agreement;
10
,)
The Contractor may reasonably begin to prepare for transition of service
)
11 to the new ambulance contractor during the end-term period, and the County shall not unreasonably
12 withhold its approval of the retiring Contractor's requests to begin an orderly transition process, including
, 13 reasonable plans to relocate staff, scale down ce11ain inventory items, and the like, so long as such
14 transition activities do not impair the Contractor's performance during such end-term period, and so long
15 as such transition activities are prior-approved in writing by the County's DPH Director, or his/her
designee. 1
17 C. Independent Contractor
18
19
I. Independent Contractor
In performance of the work, duties, and obligations assumed by the
2 0 Contractor underthis Agreement, the Contractor, including any and all of its officers, agents, and
21 employees, will at all times be acting and performing as an independent contractor, and shall act in an
2 2 independent capacity and not as an officer, agent, servant, employee, joint venturer, partner, or associate
2 3 the County, or the EMS Agency. The County and the EMS Agency shall retain the right to administer this
2 4 Agreement so as to verify that the Contractor is performing its obligations in accordance with the terms
2 5 and conditions hereof. The Contractor, the County, and the EMS Agency shall comply with all applicable
2 provisions oflaw and the rules and regulations, if any, of governmental authorities having jurisdiction
2 7 over matters the subject thereof.
2 8 Because of its status as an independent contractor, the Contractor shall have
1943526vl I 19670.0001 COUNTY OF FRESNO
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84
1 absolutely no right to employment rights and benefits available to the County or EMS Agency employees.
2 The Contractor shall be solely liable and responsible for providing to, or on behalf of, its personnel all
3 legally-required employee benefits. In addition, the Contractor shall be solely responsible and save the
4 County and EMS Agency, including the EMS Medical Director(s) harmless from all matters relating to
7
8
payment of the Contractor's personnel, including compliance with Social Security, withholding, and all
other regulations governing such matters.
2. Compliance with Applicable Laws, Rules, and Regulations
All services furnished by the Contractor under this Agreement shall be
I
rendered in full compliance with all applicable Federal, State (including, but not limited to, the EMS Act),
10 and local laws (including, but not limited to, the County of Fresno Ordinances and Charter), rules,
11 regulations, and EMS Agency Policy and Procedures (poth those that are now in effect or may hereafter
12 be enacted or adopted). It shall be the Contractor's sole responsibility to determine which laws, rules,
13 regulations, and EMS Agency Policy and) Procedures, apply to the services rendered under this
14 Agreement and maintain compliance with those applicable standards at all times.
15
1
3. Contract Commitments
The Contractor shall not enter into contracts regarding the type of
1 7 services which are the subject of this Agreement, for services within Fresno County, which extend
18 beyond the date of termination of this Agreement, except as may be specifically approved in writing by
19 the County.
20
21
4. Outside Work
The Contractor shall not be prohibited from doing work outside the
2 2 scope of this Agreement which is related to emergency medical services, emergency dispatching, or
2 3 medical transportation (e.g., long distance transfer ~ork, non-ambulance medical transportation, special
2 4 events/standby coverage, managed care/government contract work, and the like) provided:
25
2
27
a.
Agency Director, or his/her designee;
b.
All·services for outside work shall be approved by the EMS
Such services are provided consistent with Federal, State, and
2 8 local laws, regulations, and policies,(both those tliat are now in effect or may hereafter be enacted or
1943526vl / 19670.0001 COUNTY OF FRESNO
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85
1 adopted);
2 C. The Contractor's methods of providing such services are
3 designed to enhance Contractor's peak load capacity, disaster readiness, and overall efficiency, and do not
4 detract from the Contractor's performance of its obligations under this Agreement; and
5 d. The Contractor shall be solely responsible for any costs and
expenses associated with the implementation of services for such outside work.
7 The Contractor shall be responsible for the operational and
8 equipment costs and radio access fees of any such outside services which are provided pursuant to this
Section VII.C.4.
10 e. Subject to the provisions of this Section VII.C.4, so long as
1 { Contractor is County's provider of Emergency Ambulance Services under this Agreement, and it is not in
12 default of this Agreement, Contractor may use any available capacity in the EMS Communications Center
13 to provide dispatch services for areas outside of its ambulance dispatch operations for Fresno County,
14 subject further to the following terms and conditions:
15 (1) Contractor shall use only those portions of the EMS
1 Communications Center and EMS Communications Center resources as are reasonably necessary to provide
1 7 the ambulance dispatch services.
18 (2) Contractor shall add sufficient additional dispatch
19 personnel (e.g., call takers, dispatchers, dispatch supervisors) to provide dispatch services for areas
2 0 outside of its ambulance dispatch operations for Fresno County. Any additions, alterations,
21 modifications, improvements or enhancements ("Modifications") to the EMS Communications Center
22 or EMS Communications Center resources (e.g., addition or installation of telephone lines, modems,
2 3 computer equipment and telecommunication devices) shall be ~ompatible with and of like kind (or later
2 4 generations thereof) to those EMS Communications Center resources in the EMS Communications
2 5 Center and such Modifications shall be subject to the approval of the EMS Agency Director, or his/her
2
27
designee.
(3) If and when Contractor discontinues dispatch services
2 8 any area outside of its ambulance dispatch operations for Fresno County, then any Modifications to the
2 9 EMS Communications Center or EMS Communications Center resources used for such dispatch
1943526vl / 19670.0001 COUNTY OF FRESNO
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/
1
1 services shall remain the sole and exclusive property of the County. Contractor shall ensure that any
2 discontinuance of dispatch services to areas outside of its ambulance dispatch operations for Fresno
-J
3 County response areas shall be a smooth and orderly transition and that such discontinuance shall not
4 disrupt or otherwise interfere with any of Contractor's performance of its obligations under this
5 Agreement.
( 4) Contractor's implementation, operation and
7 discontinuance of dispatching emergency ambulances for areas outside of its ambulance dispatch
8 operations for Fresno County through the use of EMS Communications Center and EMS
Communications Center resources shall not be at any cost to County; Contractor shall be solely
responsible for, and hold County harmless from, any and all costs, charges and expenses necessary to
implement and carry out its services to the areas outside of its ambulance dispatch operations for
12 Fresno County, including dispatching services. In order to carry out the foregoing provision,
13 Contractor shall deduct from its costs of operations under this Agreement, the cost of using the EMS
14 Communications Center and the EMS Communications Center resources to provide dispatch services
15 to areas outside of its ambulance dispatch operations for Fresno
I
1 Co?nty as follows: Contractor shall allocate a portion of its costs of operating the EMS
1 7 Communications Center and using EMS Communications Center resources ( except for access costs for
18 portable/mobile radios and pagers, which shall be charged monthly to the Contractor based on the
19 actual number of mobile/po1table radios and pagers in areas outside of its ambulance dispatch
2 0 operations for Fresno County) to its operations for areas outside of its ambulance dispatch operations
21 for Fresno County based on percentage that the call volume for those areas bear to the combined call
2 2 volume for Fresno, the areas outside of its ambulance dispatch operations for Fresno County; the
2 3 foregoing allocation formula shall be adjusted as of January 1 each year that this Agreement is in
2 4 effect. Contractor shall give the EMS Agency written notice of any change or non-change in such call
2 5 volumes by January 15 of each such year. The EMS Agency shall either confirm or dispute, in writing,
2 such information, provided however, the EMS Agency's determination of such call volume shall be
2 7 conclusively binding on the parties.
28
1943526vl / 19670.0001 COUNTY OF FRESNO
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(5) Contractor shall at all times maintain separate books,
87
1 accounts and records for its operations in Fresno County and its operations, in the areas outside of its
2 ambulance dispatch operations for Fresno County, including, but not limited to ambu_lance dispatch
3 operations. All of such books, accounts and records shall be prepared and kept in an organized manner
4 that facilitates an efficient review of the costs incurred and allocated between the operations in order to
5 provide County with a clear and complete understanding of the allocation of such expenses between such\
sy_stems and compliance with this Agreement. Contractor's books, accounts and records for its areas outside
7 of its ambulance dispatch operations for Fresno County shall be subject to County's audit and examination,
8 in the same manner as County's rights to audit and examine Contractor's books, accounts and records under
9 · this Agreement, of any such books, accounts and records of Contractor's operations in areas outside of its
10 ambulance dispatch operations for Fresno County held by County shall be subject to public disclosure as
11 provided in this Agreement.
12 (6) Contractor shall not use this Agreement as an
13 opportunity to cause the County of Fresno to subsidize the areas outside of its ambulance dispatch
14 operations for Fresno County, such as by directly or indirectly shifting the costs of any those operations to
1 Contractor's Fresno County operations.
1 (7) Contractor's operations in areas outside of its
1 7 ambulance dispatch operations for Fresno County shall not in any way_adversely affect Contractor's
18 performance of its obligations under this Agreement (including County's operations in the EMS
19 Communications Center), or any other agreement between or including the parties which carries out the
2 0 purpose of this agreement.
21 (8) Contractor warrants, represents and covenants that its
2 2 operations pursuant to this Agreement is in and shall be in compliance with all Federal, State and local
2 3 laws and regulations and policies (including those that are now in effect or hereafter may be enacted or
2 4 adopted).
25 (9) Contractor warrants, covenants and represents that in
2 performing dispatch operations for the areas outside of its ambulance dispatch operations for Fresno
2 7 County response areas in the EMS Communications Center, that Contractor is not acting as County's
2 8 agent, representative, employee, partner, associate or joint venturer.
29
1943526vl I 19670.0001 COUNTY OF FRESNO
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(10) Contractor warrants, covenants and represents that in
88
1 performing dispatch operations for the areas outside of its ambulance dispatch responsibilities for
2 Fresno County response areas in the EMS Communications Center, that Contractor is not charging any
3 person or entity (other than Contractor's operations in areas outside of its ambulance dispatch
4 operations for Fresno County) any fee, charge or cost for providing such dispatching services.
5 ( 11) The County, in its sole reasonable discretion, may, at
any time, rescind (or through the EMS Agency Director, or his/her designee, suspend) the authorization
7 to Contractor for use of the EMS Communications Center and the EMS Communications Center
8 resources for the purposes of dispatching ambulances for the are~s outside of its ambulance dispatch
9 operations for Fresno County, upon prior written notice, if any or all of the following should occur:
10 (a) Contractor fails to fully perform its
11 obligations under this Agreement because, in County's determination, the call volume of the areas
12 outside of its ambulance dispatch operations for Fresno County response areas adversely impacts
13 Contractor's ability to take and dispatch calls for the Fresno County EMS System; or
14 (b) Contractor otherwise fails to perform its
15 obligations under this Agreement as such failure is pattially or wholly attributable to Contractor's
1 dispatching of the areas outside of its ambulance dispatch operations for Fresno County emergency
1 7 ambulances.
18 (12) To the extent permitted by law, the Contractor agrees
19 to protect, defend, indemnify and hold harmless the County, its elective and appointive boards, officers,
2 0 agents and employees, and the EMS Agency and EMS Medical Director(s) from any and all claims,
21 suits, liabilities, expenses, costs, damages, or judgments of any nature, including attorney fees, for
22 injury to, or death of, any person, and for injury to, or damage to, any property, including consequential
2 3 damages of any nature resulting therefrom, arising out of, or in any way connected with any negligent
2 4 or wrongful acts or omissions by, or on behalf of the Contractor, its officers, employees, agents, or
2 5 contractors in negligently or wrongfully performing or failing to perform any work, services or
2 functions provided for, or referred to, or in any way connected with any work, services, or functions to
2 7 be performed by the Contractor, its officers, employees, agents, or contractors with regard to
\'
2 8 Contractor's (and its officers, employees, agents, and contractors) emergency medical services
1943526vl I 19670.0001 COUNTY OF FRESNO
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89
1 operations in the EMS Communications Center, including those dispatching services for the areas
2 outside of its ambulance dispatch operations for Fresno County response areas described in this
3 Agreement. The aforesaid indemnity, defense, and hold harmless provisions shall apply to all damages
4 and claims for damages of every kind suffered, or alleged to have been suffered by the party to be
5 indemnified, including, but not limited to, attorney fees, by reason of the aforesaid operations of the
indemnifying party, regardless of whether or not the insurance policies or self-insurance of the
7 indemnifying party shall have been determined to be applicable to any of such damages or claims for
8 damages. The provisions of this Section VII.C.4.e.12 shall survive the termination of this Agreement.
9 The provisions of this Section VII.C.4.e.12 shall be liberally construed in favor of giving protection to
10 the indemnified parties as provided herein
11 f. The Contractor shall not utilize the equipment, personnel, or
12 resources, which are the subject of this Agreement, for the purposes of providing primary ambulance
13 coverage outside Fresno County (e.g., a dedicated ambulance unit routinely stationed in another
14 jurisdiction) except as authorized through a written approval of the EMS Agency Director.
15
1
5. Most Favored Customer
All factors of production employed by the Contractor in the
1 7 perfonnance of the services which are the subject of this Agreement, whether furnished by the County or
18 not, shall be devoted exclusively to the provision of services withinthe EOA and to no other work, except
19 as allowed under this Agreement, or amendment hereof, and as specifically approved, in writing, by the,
2 0 County. These "factors of production" include, but are not limited to, all equipment, supplies, facilities,
21 locally assigned personnel, and all historical data utilized by the Contractor in the perfonnance of its
2 2 services under this Agreement.
23 Neither the Contractor, nor its owners, officers, or key personnel of the
2 4 Contractor's organization, nor firms affiliated with the Contractor shall compete against the County or
2 5 Contractor for services which are the subject of this Agreement nor shall such entities or individuals form
2 a (or use an existing) separate entity for the purpose of circumventing this prohibition. While such
2 7 entities, organizations, or individuals may participate in a competitive procurement process for the
2 8 provision of services that would be provided under this or future Agreements, they may not compete, or
1943526vl / 19670.0001 COUNTY OF FRESNO
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\
1 cause competition, against the County or Contractor for services which are the subject of this Agreement,
2 once such Agreement(s) is in effect, in an effort to 1circumvent the requirements under this Agreement. It
3 is the intent of this Section VII.C.5. that growth of the Contractor's business within the County shall take
4 place only under the auspices of this Agreement. Violation of this non-competition provision shall
5 constitute a Material Breach of this Agreement by the Contractor.
6. Contractor Has No Right to Continue Providing Services Beyond the
7 Term of This Agreement
8 Contractor acknowledges, understands and accepts that it has no right to
continue providing services under this Agreement on an indefinite basis, and that its rights under this
10 Agreement shall terminate upon the termination of this Agreement. The Contractor additionally
11 acknowledges, understands, and accepts that if it is not the successful bidder in the County's and EMS
12 Agency's next succeeding procurement process for the provision of Emergency Ambulance Service in the
13 EOA (as it may then exist) that Contractor shall be prevented from providing services in the EOA (which
14 may be substantially similar to those being provided by the Contractor under this Agreement) during the
15 term of the agreement between the County and the next succeeding ambulance contractor. Contractor
1 accepts the right of its competitors to compete against Contractor during such next succeeding
1 7 procurement process for the selection of a provider of Emergency Ambulance Service in the EOA, on an
18 exclusive basis, as a reasonable solution to the ~temative of system-wide disruption of services that
1 wou Id othe1wise occur ifthere were no competitive process for the selection of a provider of such
2 0 services on an exclusive basis.
21 7. Advertising Restrictions
22 The County shall have the right of prior approval of the form and
2 3 content of all forms of public education and advertising, direct or indirect, utilized by the Contractor
2 4 which will include the County's name in conjunction with services and operations related to this
2 Agreement. This includes all vehicle markings, invoices, yellow page advertising, social media, and any
2 other/advertising and public information programs and material which utilize County's name in addition
2 7 to the Contractor's name or trademark. The County shall not unreasonably withhold its approval of
2 8 advertising or public relations programs and materials developed by the Contractor to promote its
1943526vl / 19670.0001 COUNTY OF FRESNO
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1 reputation.
2
3
8. Pennits and Licenses
The Contractor shall be solely responsible for obtaining all necessary
4 pennits and licenses required for perfonnance of its obligations under this Agreement and will bear the
5 cost thereof.
D. Provisions Regarding Personnel
7 I. Rights and Responsibilities of Operations Personnel (Prehospital and
8 Dispatch)
9 The parties acknowledge and agree to the following provisions of this
10 Section VII.D. l.
11 The Fresno County EMS System is designed to utilize professional field
12 personnel (all levels of EMT including paramedics) and certified dispatch personnel who have a direct
13 linkage to the EMS Agency, EMS Medical Director, or his/her designee; and the Base Hospital
14 Physicians of the EMS System who provide independent medical oversight for the EMS System. Field
15 personnel and dispatchers are certified or accredited by the EMS Medical Director, not through their
16 employers. Thus, a direct linkage is deliberately created between field personnel and the EMS System's
1 7 physician leadership.
18 Where issues involving questions of patient care are concerned, there is
19 no "chain of command" in the Fresno County EMS System. Each of the certified personnel working in
2 0 the system has not only a right, but an obligation to deal directly with the EMS System's physician
21 leadership on issues related to patient care.
2 2 This direct linkage and personnel responsibility also applies to issues
2 3 regarding compliance with regulations concerning vehicles, on-board equipment, and recording of data.
2 4 Licensed/certified personnel are prohibited by laws, rules, regulations, and local policies and procedures
2 5 which govern this system from operating equipment that is out of compliance with system standards, as
2 well as from falsifying or omitting data from reports (e.g., dispatch records, prehospital care reports,
2 7 incident reports, and the like). Just as a physician may be employed by a hospital, but still retains personal
2 8 and professional responsibility relative to the rendering o,f patient care, dispatchers and field personnel
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1 have a personal and professiona! responsibility with regard to issue related to the delivery of patient care
2 and the accurate reporting of information.
3 Field personnel and EMS dispatch personnel are required, as a condition
4 of their certification or accreditation by the EMS Medical Director, or his/her designee, to participate in
5 the system-wide QI program. This investment of personnel time in the medical quality control process is
justified by a continuous positive impact upon improved patient care. The success of this program
7 involves the cooperation of the EMS Agency, the Contractor, other participating provider agencies and
8 hospitals, and the individual field and dispatch personnel.
2. Reasonable Work Schedules/Working Conditions
10 While this Agreement is a "performance contract", and while the
11 Contractor is not only allowed but expected to employ its own methods and techniques for producing the
12 required perfom1ance reliability and efficiency, the Contractor shall utilize reasonable work schedules,
13 shift assignments, and to provide adequate working conditions.,The primary issues are patient care and
14 personnel safety, and the Contractor is expected to utilize sound management principles which ensure that
15 field personnel working extended shifts, part-time jobs, voluntary overtime, or mandatory overtime, are
1 not exhausted to the extent that their judgment or motor skills may be impaired.
1 7 Because of the wide variety of management practices utilized
18 throughout the EMS/ambulance industry, no specific requirements regarding work schedules and working
19 conditions are established. However, the Contractor shall adhere to the unit hour utilization restrictions
2 0 placed upon system status plans which utilize greater than twelve ( 12) hour shifts.
2 ,1 The EMS Medical Director with the concurrence of the Regional
2 2 Medical Control Committee, may establish additional or modified rest standards for extended shifts and
2 3 standards governing the use of back-to-back personnel shifts and mandatory overtime, as deemed
2 4 necessmy to protect patients from the possibility of error caused by exhaustion of the Contractor's field or
2 5 dispatcher personnel. In the event a_ny such standards are developed by the Regional Medical Control
'-
2 Committee and/or through State regulation, such standards shall be automatically accepted by both the
2 7 County and the Contractor as an objective application of the "rule of reason", and shall apply to this
)
2 8 Agreement. The imposition of such standards by the EMS Medical Director, and the Regional Medical
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1 Control Committee or by the State EMS Authority shall not be considered an in,crease in standards that
2 would justify a compensation adjustment, as provided in Section V.C., herein, or a justification for an
3 appeal concerning the assessment of liquidated damages.
4
5
3. Reasonable Compensation and Fringe Benefits Required
The Contractor acknowledges that high levels of efficiency in
Contractor's operations are expected and required under this Agreement. In this regard, the County and
7 EMS Agency expect that such efficiency will be derived from the system's superior economies of scale,
8 from off peak use of excess production capacity, from precision dispatching and system status
9 management, from the numerous advantages of a professional and motivated work force, and from
10 Contractor's effective management practices. The Contractor also acknowledges that the County and
11 EMS Agency desire that qualified and experienced personnel be utilized for the provision of services
12 under this Agreement and that the Contractor's compensation levels for such personnel will attract and
13 retain such qua! ified and experienced personnel.
14 Contractor acknowledges and agrees that compensation provisions for
15 the Contractor's locally-assigned personnel should promote the County and EMS Agency's desire for an
16 experienced and qualified work force. Therefore, the Contractor shall maintain at al! times during the
1 7 term of this Agre'ement a compensation program for its locally-assigned personnel that meets or exceeds
18 Contractor's overall compensation program as submitted in Contractor's Proposal. However, the
19 Contractor is not required to utilize the same wages, benefits, shifts schedules and working conditions as
2 0 submitted in Contractor's Proposal. The County and EMS Agency do not intend to restrict the ingenuity
21 of the Contractor in developing new and creative compensation packages for its personnel. However, the
22 specific compensation programs shall be structured so that the overall combination of wages, benefits,
2 3 shifts schedules, working conditions, and factors related to job satisfaction meets or exceeds the overall
2 4 compensation program submitted in Contractor's Proposal.
25 4. Employee Recruitment, Screening, and Orientation
2 The Contractor shall operate an aggressive, stringent, and
2 7 comprehensive program of initial and ongoing personnel recruitment, screening, and orientation designed
2 8 to attract, select, and thoroughly orient prior to field or EMS dispatch placement, individuals who are
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1 among the area's most qualified candidates for EMS employment.
2 5. Treatment of Incumbent Workers
3 Upon the commencement of this Agreement, Contractor shall
4 demonstrate, to the satisfaction of the EMS Agency Director, or his/her designee, that Contractor has
I
5 satisfied the requirements of the RFP concerning the treatment of incumbent workers.
6. Non-Discrimination
7 During and in relation to the performance of the Agreement, Contractor
8 agrees as follows:
9 a. Contractor shall not unlawfully discriminate against any
10 employee or applicant for employment, or recipient of services, because of race, religious creed, color,
11 national origin, ancestry, physical disability, mental disability, medical condition, genetic information,
12 marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military or
13 veteran status pursuant to all applicable State of California and Federal statutes and regulations.
14 Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of Contractor,
15 state that all qualified applicants will receive consideration for employment without regard to race,
1 religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition,
1 7 genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual
18 orientation, or military or veteran status.
1 In the.event of Contractor's non-compliance with the non-discrimination
2 0 clauses of the Agreement or with any of the said rules, regulations, or orders Contractor may be declared
21 ineligible for further agreements with County. Contractor shall cause the foregoing provisions of this
2 2 section to be inserted in all subcontracts for any work covered under the Agreement by a subcontractor
2 3 compensated more than $50,000 and employing more than 15 employees, provided that the foregoing
2 4 provisions shall not apply to contracts or subcontracts for standard commercial supplies or raw materials.
25 7. Professional Conduct and Cou1teous Service
2 The paitics acknowledge the following:
2 7 Ambulance services are often rendered in the context of stressful
2 8 situations. Many of the people with whom ambulance personnel come in contact have little experience
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)
I
dealing with such situations and do not cope well. In fact, in many cases, this may be a person's or their
2 family's only interaction with the EMS System and may be regarded as one of the most traumatic
3 experiences in their lifetime, even if the seriousness of the illness or injury is not actually significant. In
4 some cases, even flawless performance by the ambulance system may draw complaints. While patients,
5 their families, and others are not accustomed to this stress and may not always handle it well, the
Contractor and its personnel are in tht; business of dealing with these situations.
7 Therefore, the Contractor's ambulance personnel, EMS dispatch
8 personnel, billing personnel, middle management and top executives shall provide professional and
9 courteous conduct towards the public "and other EMS System participants at all times. Uniform and
10 grooming standards for field personnel shall meet or exceed that oflocal public safety agencies. This
11 includes field supervisors and management personnel. The Contractor shall address and correct any
12 departure from th is standard of conduct.
13 8. Character and Competence of Personnel
14 All persons employed by the Contractor in the performance of work
15 under this Agreement shall be competent and shall be holders of appropriate permits in their respective
1 trades or professions. The EMS Agency Director, or his/her designee, may demand the removal of any
1 7 person employed by the Contractor who chronically misconducts himself or herself or is chronically
18 incompetent or negligent in the due and proper performance of his or her duties, and such persons shall
1 not be reassigned by the Contractor for performance of services under this Agreement without the written
2 0 consent of the EMS Agency Director, or his/her designee, provided however, the EMS Agency Director,
21 or his/her designee, shall not be arbitrary or capricious in exercising his rights under this Section
2 2 VII.D. l 0., and shall be required to document, in writing, specific reasons for exercising such rights
2 3 relative to any given employee of Contractor, and shall also give that employee an opportunity to defend
2 4 himself or herself in the presences of the Contractor's Chief Executive and the EMS Agency Director's
2 5 prior to removal.
2 The provisions of this Section VII.D. I 0. shall apply to any of
2 7 Contractor's subcontractors.
28 9. "Bait and Switch" Bidding Prohibited
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1 The Contractor acknowledges that the County has, in part, awarded this
2 Agreement based upon the qualifications of the Contractor's organization and key personnel presented in
3 the Contractor's Proposal. Therefore, the Contractor agrees that Contractor shall furnish those named
4 personnel identified in Contractor's Proposal for the first year of this Agreement. Throughout the
5 remaining term of this Agreement, the Contractor shall continue to furnish those same named personnel
or replacement personnel with equal or superior qualifications. It is the specific intent of this Section
7 VII.D.11. to prohibit the practice of"bait and switch" bidding, whether intentional or not.
8
9
E. Standard Provisions
l. Conflict of Interests
10 The Contractor agrees that it shall not violate, or cause any person to
1 violate, any Federal or State conflict of interest statutes, laws, or regulations, or local laws or regulations
12 (including, but not limited to those adopted by the Board of Supervisors) governing conflict of interest
13 (both those that are now in effect or may hereafter be enacted or adopted).
2. Non-Transferable Agreement
Except for non-EMS related services (e.g., janitorial, food service,
14
1
1 building maintenance, telephone, and the like), the Contractor shall not (either voluntarily or by operation
1 7 o.f law) assign, convey or transfer this Agreement, or any portion hereof, without the prior, express written
18 permission of the County and the EMS Agency as provided in this Section VII.E.2, and Section VII.E.3.,
19 herein. Without limiting the generality of the foregoing sentence:
20 a. The Contractor shall not (either voluntarily or by operation of
21 law) assign, convey or transfer any of the Contractor's rights under this Agreement without the prior,
22 express written1permission of the County and the EMS Agency.
23 b. The Contractor shall 11ot (either voluntarily or by operation of
2 4 law) assign, convey, transfer, delegate or subcontract any of the Contractor's obligations under this
2 5 Agreement without the prior, express written pennission of the County and the EMS Agency as provided
2
27
in Section VII.EJ., herein.
C. !fa majority of the Contractor's work is dedicated to the
2 8 performance of services under this Agreement, the Contractor's shareholders shall not (either voluntarily
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1 or by operation of law) sell, assi~n, convey or transfer more than ten percent (10%) of the total ownership
2 interest in the Contractor ( e.g., corporate shares to a non-shareholder or non-owner) within any one ( l)
3 year period without the prior express, written permission of the County and the EMS Agency.
4 If the Contractor (either voluntarily or by operation oflaw) assigns,
5 conveys or transfers this Agreement, or any part of this Agreement, including any right hereunder, in
6 violation of this Section Vfl.E.2., such assignment, conveyance or transfer shall be void.
7
8
3. · Use of Subcontractors
The Contractor's use of subcontractors for the direct provision of
9 ambulance services or partial staffing for such services is subject to the prior written permission of the
10 Board of Supervisors. The Contractor's use of any other subcontractors is subject to the prior written
1 permission of the EMS Agency Director, or his/her designee, The Contractor's "use of subcontractors" in
12 the provision of services shall include the delegation by the Contractor to a third party of the Contractor's
13 obligations under this Agreement.
14 [fthe Contractor elects to use subcontractors in the provision of any
15 services under this Agreement, and the use thereof is permitted by the County or the EMS Agency, as
1 provided herein, the Contractor shall be responsible for such subcontractor's performance, and the
1 7 Contractor shall remain the sole point of contact in the provision of services under this Agreement. The
18 Contractor shall not be entitled to any greater compensation than is provided for under Section V.A.,
19 herein, solely because Contractor is permitted by the County or the EMS Agency to subcontract any of
2 0 the Contractor's obligations under this Agreement.
21
22
The County retains the right to deny requests for use of subcontractors.
For the purposes of this Section Vll.E.3., support services (e.g.,
2 3 accounting, legal, payroll, billing, information technologies, vehicle maintenance and other like services)
2 4 shall not be governed by this Section Vll.E.3.
2 5 ff the Contractor subcontracts or delegates any of its obligations under
2 this Agreement in violation of this Section VII.E.3., such subcontract or delegation shall be void.
27
28
4.
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Modification
Any matters of this Agreement may be modified from time to time by
98
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the written consent of all the parties without, in any way, affecting the remainder of this Agreement. No
2 variation or modification of the terms or conditions of this Agreement shall be valid and binding upon the
3 parties unless and until such variation or modification is reduced to writing and is executed by duly-
4 authorized officers or agents of the parties.
5 5. Rights and Remedies Not Waived
The Contractor agrees, warrants, represents and guarantees that the
7 Contractor's services herein specified shall be completed without further compensation than that provided
8 for in this Agreement; and that the Contractor's provision of services herein, and the payment therefor by
9 the County, shall not prevent the County from maintaining any legal action against Contractor for
10 Contractor's failure to perform such services in accordance with this Agreement. In no event shall
11 payment of compensation by the County hereunder constitute or be construed to be a waiver by the
12 County of any breach or any default that may then exist on the part of the Contractor, and the making of
13 such compensation while any such breach or default exists, shall no way impair or prejudice any right or
14 remedy available to the County with respect to such breach or default not otherwise provided for in this
15 Agreement or under applicable law.
1 The County's and the EMS Agency's exercise of any rights or remedies
1 7 under this Agreement shall not preclude the County or the EMS Agency from exercising any other right
I
18 or remedy under this Agreement or provided by law. Such rights and remedies may be exercised by the
19 County and the EMS Agency cumulatively. By way of example, and not as a limitation, the County's and
2 0 the EMS Agency's imposition of liquidated damages under any provision of this Agreement shall not
21 prnhibit the County or the EMS Agency from imposing liquidated damages under any other provision of
2 2 this Agreement or from exercising any other right or remedy under this Agreement or provided by law.
23 If the County or the EMS Agency desires to waive any right or the
2 4 exercise of any remedy under this Agreement, such waiver shall only be in writing and signed by a duly-
2 5 authorized officer or agent of the County or the EMS Agency, as applicable. If County or the EMS
2 Agency should waive any breach by the Contractor of any provision of this Agreement, the County and
2 7 the EMS Agency shall not thereby be deemed to have waived any preceding or succeeding breach of the
2 8 same or any other provision of this Agreement.
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1
2
6. Consideration
In consideration for the Contractor's agreement to provide Emergency
3 Ambulance Services to the residents and visitors of the EOA, pursuant to the terms and conditions of this
4 Agreement, as provided herein, and the Contractor's assumption of obligations hereunder, the Contractor
5 agrees to accept County's and the EMS Agency's authorization to provide such services, to charge
customers for the provision of services, including the compensation provided by County to Contractor
7 under this Agreement, as provided herein, Contractor's payment of Monitoring Costs, as provided herein,
8 and the County's assumption of obligations under this Agreement (including causing the EMS Agency to
carry out its responsibilities), as sufficient, valuable and adequate consideration given in exchange
1 0 therefor.
11 In consideration for the County's authorization to allow the Contractor
12 to provide Emergency Ambulance Services to the residents and visitors of the EOA, pursuant to the terms
13 and conditions of this Agreement, and to charge customers for the provision of services, including
14 compensation provided by County to Contractor under this Agreement, as provided herein, Contractor's
15 payment of Monitoring Costs, as provided herein, and the County's assumption of obligations under this
1 Agreement (including causing the EMS Agency to carry out its responsibilities), the County agrees to
1 7 accept Contractor's agreement to provide Emergency Ambulance Services to the residents and visitors of
18 the EOA pursuant to the terms and conditions of this Agreement, as provided herein, and the Contractor's
19 assumption of obligations hereunder, as sufficient, valuable and adequate consideration given in exchange
2 0 therefor.
21
22
a. Monitoring Costs
Contractor shall pay the County an annual fee for the cost of
2 3 monitoring Contractor's operational and clinical performance and other compliance with the terms of the
2 4 Agreement. The monitoring fee for the first year of this contract is $810,747. Contractor and County
2 5 agree that the monitoring fee is fair reimbursement for the costs and expenses County/EMS Agency
2 incurs in performing said monitoring of Contractor's operation and clinical performance and Contractor's
2 7 compliance with all other terms of this Agreement. Beginning in January 2019 and continuing each
2 8 January through the term of the Agreement, the EMS Director shall review the monitoring costs with the
1943526vl I 19670.0001 COUNTY OF FRESNO
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1 Contractor for any adjustments that will take effect on July I of each year. In no event shall the
2 monitoring fee increase greater than the difference between current CPI index at that time and the CPI
3 index from the previous year. One twelfth of the annual fee shall be due on the fifteenth of each month of
4 this Agreement.
5 7. Governing Law
Venue for any action arising out of or relating to this Agreement shall
7 only be in Fresno County, California.
8 The rights and obligations of the parties and all interpretation and
9 performance of this Agreement shall be governed in all respects by the laws of the State of California.
10
11
8. Cost of Enforcement
If either the County or the Contractor institutes litigation against the
12 other party to secure its rights pursuant to this Agreement, the prevailing party shall be awarded its actual
13 and reasonable attorney's fees and costs of such litigation.
14 9. Invalidity
1 If any part of this Agreement is found by a court of competent
1 jurisdiction to be violative of any law or the Federal or, State Constitution or otherwise legally defective,
1 7 invalid or unenforceable, the Contractor and the County shall use their best efforts to replace that part of
18 this Agreement with legal, valid and enforceable tenns and conditions most readily approximating the
1 original intent of the parties. Fm1he11nore, if any provision of this Agreement or the application hereof to
2 0 any person or circumstance shall, to any extent, be found by a court of competent jurisdiction to be
21 violative of any law or the Federal or State Constitution or otherwise legally defective, invalid or
2 2 unenforceable, the remainder of this Agreement, or the application of such provision to persons or
2 3 circumstances other than those as to which is found by a comt of competent jurisdiction to be violative of
2 4 .. any law or the Federal or State Constitution or otherwise legally defective, invalid or unenforceable, shall
2 5 not be affected thereby, and each remaining provision of this Agreement shall remain in full force and
2
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effect and shall be enforceable to the fullest extent pcm1itted by law.
10.
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Indemnity and Hold Harmless
To the extent pe1mitted by law, the Contractor agrees to protect, defend,
101
1 indemnify and hold harmless the County, its elective and appointive boards, officers, agents and
2 employees, the EMS Agency and EMS Medical Director(s) from any and all claims, suits, liabilities,
3 expenses, costs, damages, or judgments of any nature, including attorney fees, for injury to, or death of,
4 any person, and for injury to, or damage to, any property, including consequential damages of any nature
5 resulting therefrom, arising out of, or in any way connected with any negligent or wrongful acts or
6 omissions by, or on behalf of the Contractor, its directors, officers, employees, agents, or contractors in
7 performing or failing to perform any work, services or functions provided for, or referred to, or in any
8 way connected with any work, services, or functions to be performed by the Contractor, its officers,
9 employees, agents, or contractors both under and outside this Agreement.
10 The foregoing clause shall in no way obligate the Contractor to provide
11 such protection, indemnification, or defense to the extent of negligent or wrongful acts or omissions by
12 the County, its officers, employees, agents, or contractors.
13 To the extent permitted by law, the County agrees to protect, defend,
14 indemnify and hold harmless the Contractor, its officers, agents and employees from any and all claims,
15 suits, liabilities, expenses, costs, damages, or judgments of any nature, including attorneys' fees, for
1 injury to, or death of, any persons, or for injury to, or damage to, any property, including consequential
1 7 damages of any nature resulting therefrom, arising out of, or in any way connected with any negligent or
18 wrongful acts or omissions by, or on behalf of the County, its officers, employees, agents, or contractors
19 in perfonning or failing to perfonn any work, services or functions provided for, or referred ,to, or in any
2 0 way connect with any work, services, or functions to be perfonned by the County, its officers, employees,
21 agents, or contractors under this Agreement.
2 2 The foregoing clause shall in no way obligate the County to provide
2 3 such protection, indemnification, or defense to the extent of negligent or wrongful acts or omissions by
2 4 the Contractor, its officers, employees, agents, or contractors.
2 The aforesaid indemnity and hold harmless clauses by the Contractor
2 6 and County shall apply to all damages and claims for damages of every kind suffered, or alleged to have
2 7 been suffered by the party to be indemnified, including, but not limited to, attorney fees, by reason of the
2 8 aforesaid operations of the indemnifying party, regardless of whether or not the insurance policies or self-
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\
1 insurance of the indemnifying patty shall have been determined to be applicable to any of such damages
2 or claims for damages.
3 11. Insurance
4 With respect to performance and work under this Agreement, the
5 Contractor shall maintain and shall require all of its subcontractors to maintain in full force and effect
6 insurance as described below:
7 Without limiting the County and EMS Agency's right to obtain
8 indemnification from the Contractor or any third parties, subject to the Contractor's right to seek
9 subrogation for indemnification paid to the County and EMS Agency under this Agreement and to the
~ 10 extent such indemnification is paid pursuant to this paragraph; the Contractor, at its sole expense, shall
11 maintain or cause to be maintained in full force and effect the following insurance policies throughout
i
12 the term of th is Agreement:
13 a. Commercial General Liability
14 Commercial General Liability Insurance with limits of not less
15 than One Million Dollars ($1,000,000) per occurrence and an annual aggregate of Two Million Dollars
16 ($2,000,000). This policy shall be issued on a per occurrence basis. COUNTY may require specific
1 7 coverages including completed,operations, products liability, contractual liability, Explosion-Collapse-
18 Underground, fire legal liability or any other liability insurance deemed necessary because of the nature
19 of this contract.
20
21
6. Automobile Liability
Comprehensive Automobile Liability Insurance with limits for
2 2 bodily injury of not less than Two Hundred Fifty Thousand Dollars ($250,000.00) per person, Five
2 3 Hundred Thousand Dollars ($500,000.00) per accident and for property damages of not less than Fifty
2 4 Thousand Dollars ($50,000.00), or such coverage with a combined single limit of Five Hundred
2 5 Thousand Dollars ($500,000.00). Coverage should include owned and non-owned vehicles used in
2
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connection with this Agreement.
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C. Medical Malpractice and Professional Liability Insurance
Contractor shall maintain in full force and effect a policy of
103
1 Professional Liability /Medical Malpractice Insurance with limits of not less than One Million Dollars
2 ($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00) annual aggregate. Contractor
3 shall keep the policy in full force and effect for a period of not less than three years from the
4 termination date of this agreement.
5 d. Worker's Compensation Insurance
A policy of Worker's Compensation insurance as may be
7 required by the California Labor Code.
8 Contractor shall obtain endorsements to the Commercial General
9 Liability insurance naming the County of Fresno, its officers, agents, and employees, individually and
10 collectively, as additional insured, but only insofar as the operations under this Agreement are
11 concerned. Such coverage for additional insured shall apply as pdmary insurance and any other
12 insurance, or self-insurance, maintained by County, its officers, agents and employees shall be excess
13 only and not contributing with insurance provided under Contractor's policies herein. This insurance
14 shall not be cancelled or changed without a minimum of thirty (30) days advance written notice given
15 to County.
1 Within thirty (30) days from the date Contractor executes this
1 7 Agreement, Contractor shall provide certificates of insurance and endorsement as stated above for all
18 of the foregoing policies, as required herein, to EMS Director, County of Fresno, Department of Public
1 Health -EMS Division, 1221 Fulton Mall, Fresno, CA 93 721, stating that such insurance coverage
2 0 have been obtained and are in full force; that the County of Fresno, its officers, agents and employees
21 will not be responsible for any premiums on the policies; that such Commercial General Liability
2 2 insurance names the County of Fresno, its officers, agents and employees, individually and
2 3 collectively, as additional insured, but only insofar as the operations under this Agreement are
2 4 concerned; that such coverage for additional insured shall apply as primary insurance and any other
2 5 insurance, or self-insurance, maintained by County, its officers, agents and employees, shall be excess
2 only and not contributing with insurance provided under Contractor's policies herein; and that this
2 7 insurance shall not be cancelled or changed without a minimum of thirty (30) days advance, written
2 8 notice given to County.
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1 In the event Contractor fails to keep in eff~ct at all times insurance
2 coverage as herein provided, the County may, in addition to other remedies it may have, suspend or
3 terminate this Agreement upon the occurrence of such event.
4 All policies shall be with admitted insurers licensed to do business in
5 the State of California. Insurance purchased shall be purchased from companies possessing a current
A.M. Best, Inc. rating of A FSC VII or better.
7 12. Annual Financial Review
8 Contractor shall make available for County and EMS Agency's review,
9 a year-end financial report. This repo1t shall include annual financial statements reviewed by an
10 independent public accounting firm in accordance with generally accepted accounting procedures. The
11 financial statements will clearly support and identify the operations which are the subject of the
12 agreements statements shall be available to the County and EMS Agency on an annual basis within one
13 hundred twenty ( 120) calendar days of the close of Contractor's fiscal year. If Contractor's financial
14 statements are prepared on a consolidated basis, then separate balance sheets and income statements for
15 the Fresno County operation shall be required and shall be subject to the independent auditor's review.
1 Contractor shall make all financial records for Fresno County contract services available to the County at
1 7 County's request. Contractor agrees that all revenue generated using personnel or equipment expensed as
18 described in the Agreement will be credited to Fresno County revenues.
1 If deemed necessmy, County may initiate an independent financial audit of Contractor's Fresno
2 0 County operation. Contractor shall promptly reimburse County for fees charged to the County by the
21 independent financial auditor, not to exceed $30,000, upon Contractor's receipt ofa copy of the
2 2 independent financial auditor's bill.
23 13. Entire Agreement
24 The parties agre~ that all of the terms and cm;tditions ofthis Agreement,
2 5 and all documents and attachments incorporated herein, shall be binding upon them, and their successors-
2 in-interest, assigns and legal representatives, and that together these terms and conditions constitute the
\
2 7 entire agreement of the patties with respect to the subject matter hereof. This Agreement shall supersede
2 8 all previous negotiations, proposals, commitments, writing, understandings and agreements of any nature
1943526vl / 19670.0001 COUNTY OF FRESNO
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1 whatsoever concerning the subject matter hereof unless expressly included in this Agreement.
2 Ambiguities, if any, in the interpretation of the terms or conditions of this Agreement, or the application
3 of such provisions to any person or circumstance, shall not be construed against either party. Unless
4 otherwise specified herein, in the event of any inconsistency among the documents constituting this
5 Agreement, such inconsistency shall be resolved by giving precedence according to the following order
of priority (the first being the highest priority):
7 a. To the text of this Agreement, excluding the Contractor's
8 Proposal, the RFP and any addenda thereto, and any other attachments hereto;
b. To any other att~chments to this Agreement;
10 c. To any addenda to the RFP, the later-issued addenda having
11 higher priority over the earlier-issued addenda;
12
13
14
d. To the RFP; and
e. To the Contractor's Proposal.
It is understood and agreed that if any language contained in the RFP,
15 the Contractor's Proposal or any other document constituting this Agreement is not contained in the text
1 of this Agreement, such omission shall not be interpreted as meaning that such langua'ge is not part of this
1 7 Agreement.
18 14. No Personal Liability of County or EMS Agency Officers, Agents or
19 Employees or County Contractors
20 No member of the Board of Supervisors, officer, agent or employee of
21 the County or the EMS Agency, and no officer, agent or employee of the County's contractors shall be
2 2 personally liable for acting or failing to act under the terms and conditions of this Agreement.
23 15. County and EMS Agency Retain Privileges, Immunities, Rights and
2 4 Defenses
2 5 Notwithstanding anything stated to the contrary in this Agreement, the
2 County, the EMS Agency, and their respective officers, agents and employees shall retain all of their
2 7 privileges, immunities, rights and defenses provided under the Fed.era! and State Constitution and the
2 8 laws and regulations thereunder in ca1rying out their respective obligations under this Agreement.
1943526vl / 19670.0001 COUNTY OF FRESNO
FRESNO, CAI.IFORNIA
106
1 ///
2
3
16. No Intended Third Paiiy Beneficiaries to this Agreement
Notwithstanding any reference herein to the public's health and safety,
4 or any other provision of this Agreement to the contrary, there shall not be any intended third party
5 beneficiaries to this Agreement, provided however, if the EMS Agency is deemed to be or becomes a
third party to this Agreement, the EMS Agency shall thereupon be deemed to be an intended third party
7 , beneficiary under this Agreement.
8 17. Survival of Contractor's Obligations Following Termination of this
9 Agreement
10 Any and all of the Contractor's covenants and obligations contained in
11 this Agreement which by their nature might not be fully performed or capable ofperfonnance before the
12 expiration or earlier termination of this Agreement shall survive such expiration or earlier termination.
13 18. Time is of the Essence
14 Contractor acknowledges and agrees that time is of the essence in the
15 performance of its obligations under this Agreement.
19. Notices 16
17 The persons and their addresses having authority to give and receive
18 notices under this Agreement include the following:
Director of Public Health
County of Fresno
1221 Fulton Mall
Fresno, CA 93721
Contractor
President/CEO
American Ambulance
2911 Tulare Street
Fresno, CA 93 721
19
20
21
22
23
24 Any and all notices between the County and the Contractor provided for or
2 5 permitted under this Agreement or by law shall be in writing and shall be deemed duly served when
2 personally delivered to one of the parties, or in lieu of such personal service, when deposited in the United
2 7 States Mail, postage prepaid, addressed to such party, or sent via telephonic facsimile transmission with
2 8 confirming written repo1t of a completed transmission, provided however, that any notices of termination
1943526vl / 19670.0001 COUNTY OF FRESNO
FllESNO, CALIFOllNIA
107
1 under this Agreement shall be deemed duly served only when delivered to the party so served. Any
2 notices given pursuant to this Agreement shall riot be considered amendments, modifications or variations
3 to this Agreement.
4
5
20, Execution of Agreement
Contr:actor represents, covenants and assures to the County that
Contractor has been advised by its attorneys concerning the contents of this Agreement and the
7 Contractor has made the determination pursuant to that advice that this Agreement is legal, valid and
8 ~inding on such party in accordance with the te1ms hereof.
Contractor further represents, covenants and assures to the County that
10 the Contractor has full legal rights and authority to enter into this Agreement, that the Contractor's
11 governing board took all the necessary steps and actions, in compliance with the law, to enter into this
12 Agreement. ·
13 Contractor further represents, covenants and assures to the County that
14 the person executing this Agreement on behalf of Contractor has been duly-authorized by the governing
15 board of Contractor to execute this Agreement on behalf of Contractor and to fully bind Contractor to the
1 terms and conditions of this Agreement.
17 21. Disclosure of Self-Dealing Transactions
18 Members of the CONTRACTOR's Board of Directors shall disclose any self-dealing transactions that
19 they are a party to while CONTRACTOR is providing goods or performing services under this
2 0 agreement. A self-dealing transaction shall mean a transaction to which the CONTRACTOR is a party
21 and in which one or more of its directors has a material financial interest. Members of the Board of
2 2 Directors shall disclose any self-dealing transactions that they are a paity to by completing and signing
2 3 a Self-Dealing Transaction Disclosure Form, attached hereto as Exhibit D and incorporated herein by
2 4 reference, and submitting it to the COUNTY prior to commencing with the self-dealing transaction or
2 5 immediately thereafter.
2 Ill
27 Ill
28 Ill
1943526vl / 19670.0001 COUNTY OF FRESNO
FRESNO, CALIFORNIA
108
1 IN WITNESSETH WHEREOF, the parties hereto have executed this Agreement as of the
2 day and year first hereinabove written.
3
4 ATTEST:
5 K.W.P.H. ENTERPRISES, dba
AMERICAN AMBULANCE
7
8 iy~~
President, K.W.P.H. Enterprises
10
11 Print Name: \~'i\f o...\e.~ \.
12
13
14 By ff=: N~
1 Print Name: --So..:,t\.f:::, \.2)o..'h\.~\6-
1 Title: c_ "'-\~ f-L11.JCU\.C.:\O...\ ~c.ft"
17
18 Chief Financial Officer or Corporate
1 Secretary to K. W. P.H. Enterprises
2 d.b.a. American Ambulance,
21 a California Corporation
22
23 Mailing Address:
24 2911 E. Tulare St.
25 Fresno, CA 93721
2
I
1943526vl / 19670.000I COUNTY OF FRESNO
FRESNO, CALIFORNIA
109
COUNTY OF FRESNO
Jlfj_ By __________ _
Chairman, Board of Supervisors
BERNICE E. SEIDEL, Clerk
Board of Supervisors
1 APPROVED AS TO LEGAL FORM:
2 DANIEL C. CEDERBORG, COUNTY COUNSEL
3
4 By __ i_-_{j_•~-~--·_, ___ _
5
APPROVED AS TO ACCOUNTING FORM:
7 OSCAR J. GARCIA, C.P.A.
8 AUDITOR-CONTROLLER/TREASURER-TAX COLLECTOR
9 By: a_Q_Cl1 'f Ca~.:;... }c_
v(T''
10
11 REVIEWED AND RECOMMENDED FOR APPROVAL:
12
13
14
15
1
17
18
19
20
21
22
23
24
25
2
David Pomaville
Director, Department of Public Health
Fund/Subclass:
Organization #:
Account#:
0001/10000
56201695
7295
1943526vl I 19670.0001 COUNTY OF FRESNO
FRESNO, CALIFORNIA
110
1
2
3
!943526vl I 19670.0001 COUNTY OF FRESNO
FRESNO, CAI.IFORNII\
I
111
Attac.~ l ent A-1
Fresno County Exclusive Operating Area Overview
Legend
CJ census 2010
Streets
RESPONSE ZONES
O..O VIS METRO
1111 FRESNO METRO
CJ KERMAN METRO
1111 SUBURB AN
1111 RURAL
Ill \l\11LDERNESS
•
79.02
~
N
A
Atta, ent A-2
Fresno Metro
41
'7
39
Legend
42.07
:..10
38.03
19
D 2010 CENSUS TRACTS
D FRESNO METRO
STREETS
-45.04
45.06 45.05 1
50
:.J.04
JI.OB ll.07
7
• 9.01
10
18
N
64.05 A
55.15
55.G4
55.25
56.11
55.05
55.07 55.08 55.24 55.22
55.10 55.o9 55.14 55.13 55.12
5U6 54.07 51.01
54.05
54.09 59.12
51.04 51.03
54.03 59.09
53.02 53.G4 31.02
53.01 53.05 31 .03 58.01 58.02
52.04
59 .11
52.03 52.02 :::::J
31.04 ) .05
33.01 32.01
33.02 32.02 58.05
25-01 29.06
28 29.05 l0.01
21.01 29.G4
29.03
l0.G4
l0.03
14.11 14.12
14.07
14.08
14.09 59 .04
14.14
14.10
15
' " 16 69
17
Atta-. ent A-3
Clovis Metro
43.02 45.03
43.03 45.06
Legend
'"·°"
45.()4
45.05
D 2010 CENSUS TRACTS
D CLOVI s METRO
STREETS
44.06
54.10
34
56.03
56.04
56.05
56.08
56.10 56.09
54.06 54.07
54.05
54.09 54.08
54.03
53.02 53.M
53.01 53.05
52.04
52.02
52.03
33.01 32.01
N
A
56.25
56.24 56.22
56.14 56.13
.0 58.o& 57.01
58.02
58.07
57,04 57.03
56.08 58.0t
31.02
58.01 51.02
31.03
58.11 -L_
--·-5B F-
31.04
58.05
Atta" ent A-4
Kerman Metro
i Legend ) • 2010 CENSUS TRACTS
STREETS
RESPONSE ZONE
~ KERMAN METRO
«l.01-
N
A
41
39
~ «l.02
Atta~ent A-5
Suburban Zones
39 -41
-40.0 40 .02
39
Lege nd
D 2010 CENSUS TRACTS
c=J SUBURBAN ZONES
STREETS
7
38.03
38 .08
19
76
55.15
55.25
58.05
38 .07
1
8
15 ·,
11
64.05
14.12
59 .04
N
A
-----.06 59.0 5
85.02
85 .01
Attac. nt A-6
Rural Zones Overview
79.02
7!J.q1
78.02
Legend
D 2010 CENSUS TRACTS
D RURA L ZONES
STREETS
AttaJ ent A-7
Rural East Zone
D 2010 CENSUS TRACTS
D RURAL EAST
STREETS
0 N
A
64.02
Atta, ent A-8
Rural West Zone
83.02
82
79.02
\. ______ _
78.02
N
Legend
D 2010 CENSUS TRACTS •RURAL W EST
STREETS
Attac.J ent A-9
Wilderness Zone
64.02
64.03
N
A
Legend
D 2010 CENSUS TRACTS
D WILDERNESS ZONE
STREETS
0 Attachment B
Areas Not Initially Included In
The Exclusive Operating Area
EMS Data Zones
Attachment B
Legend
C)EOA
Agency
N
A
-Coalinga Fire Department -Zone C
Kingsburg Fire Department -Zone K
Selma Fire Department -Zone G
CJ Sequk>a Safety Council -Zone J
-
Office
Break
Room Heat/Cool
Room
Locker
Room
Storage
Room
Office
O ffice
Atta&entC
EMS Communications Center
Floorplan
O ffice
Office
Mens
Room
Womens
Room
-·,
I
Reception I
I ____ .J
Dispatch
Operations
Dispatch
Operations
-
711===== ...... =="il,1
County
Telephone/
Computer
Room
' County
Battery/
Generator
Room
-
-
-
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
COUNTY OF FRESNO
Fresno, callfomla
Attachment D
In order to conduct business with the County of Fresno (hereinafter referred to as "County"),
members of a contractor's board of directors (hereinafter referred to as "County
Contractor"), must disclose any self-dealing transactions that they are a party to while
providing goods, performing services , or both for the County. A self-dealing transaction is
defined below:
"A self-dealing transaction means a transaction to which the . orporation is a party and in
which one or more of its directors has a material financial · st"
The definition above will be utilized for purposes of com~og th is disclosure form.
(1) Enter board member's name, job tit! ( applicable), and date
made.
(2) Enter the boa rd member's
a .
b .
rporation has the
Fresno County Department of Public Health
Emergency Med ical Services Division
P.O. Box 11867
Fresno , CA 93775
19
/ISO
1 (1) Company Board Member lnfarmatlon:
Name: Date:
2 Job Title:
3 (2) Cfllltp/Mr,/Aprtcy .._. and AM..:
4
5
6
7
8
9
10
11
12
13 -14
15
16
17
18
19
20
21
22
23
24
25 Date:
26
-27
28
COUNTY OF FRESNO 20 Fresno, Callfomla