A G R E E M E N T
THIS AGREEMENT, dated for purposes of identification only this _____ day of ____________, 2026, is made and entered into by and between the
CITY OF ANAHEIM, a municipal corporation, hereinafter referred to as "ANAHEIM,"
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EMERGENCY AMBULANCE SERVICE, INC. a California corporation, hereinafter referred to as "CONTRACTOR."
W I T N E S S E T H:
WHEREAS, ANAHEIM issued a Request for Proposals for Emergency Medical Transportation and Related Services to obtain a contractor to provide s urge emergency ground ambulance services. A copy of said Request for Proposals is available on the City Clerk for reference and is hereinafter referred to as “RFP”; and WHEREAS, CONTRACTOR submitted a Proposal dated May 13, 2026 (hereinafter referred to as “RFP Response”), a copy of which is on file with the City Clerk and certain portions of which are incorporated herein by this reference as specifically provided herein; and WHEREAS, CONTRACTOR is an ambulance provider that is fully licensed and otherwise qualified to perform the work required by this Agreement and was selected by ANAHEIM following evaluation of proposals submitted in response to said RFP; and
WHEREAS, ANAHEIM desires to utilize the services of CONTRACTOR to provide surge emergency ground ambulance services in accordance with all applicable laws, ANAHEIM’s RFP and selected options from CONTRACTOR’s RFP Response; and
NOW, THEREFORE, FOR AND IN CONSIDERATION OF THE MUTUAL PROMISES, COVENANTS AND CONDITIONS HEREIN CONTAINED, THE PARTIES HERETO AGREE AS FOLLOWS:
SECTION 1. SCOPE OF SERVICE - RESPONSE AREAS
For reporting purposes, the response area includes the geographic areas in and around the City of Anaheim, including future annexations, as well as geography covered by the merging of services with non- Anaheim areas.
SECTION 2. GENERAL REQUIREMENTS
A. Performance Expectations – Contractor shall perform all contractual services in accordance wi th both the letter and spirit of all requirements, conditions, specifications, expectations, and other parameters delineated in the contract, to the complete satisfaction of the City of Anaheim. All statements made and actions taken by Contractor in the ex ecution of contractual obligations shall be done in a prudent, professional, and courteous manner that supports and/or advances the City of Anaheim’s EMS mission of optimizing patient outcome by providing superior quality patient care with proficiency and compassion. Most important, Contractor decision making and conduct shall always be guided by and reflect only the highest ethical standards, comport with the principles of fairness and equal justice, and demonstrate respect and dignity for all human beings.
B. Contract Performance Costs – Unless otherwise indicated, all expenses necessary to meet contract requirements and/or perform contractual services and obligations will be paid solely by Contractor.
C. Contract Performance Standards – During the contract period, Contractor will be responsible for ensuring that all facilities, properties, vehicles, material, and documents/records used or available for use in the performance of contractual services and/or in the execution of contractual obligations are in good condition, fully functional, and maintained in a clean, orderly, and organized manner.
D. Inter-Agency Communications – Contractor shall designate one person as its official liaison to the City of Anaheim who will serve as the primary contact and interface, and whose office shall be in Orange County or as close to as practical. In order to foster teamwork and efficiency, it is imperative that there be an outstanding working relationship and excellent communications between agencies and agency liaisons.
E. Field Supervisor – Contractor shall ensure that, during each 24 -hour shift, there is a designated Field Supervisor, stationed within or at another location within Orange County or as close to as practical, who is immediately available by mobile phone a nd/or 800 MHz radio to the on -duty Battalion Chief or designee at all times during the shift. The Field Supervisor shall be able to respond to any incident within 20 minutes of being requested by Dispatch for the City of Anaheim. All Field Supervisors must be qualified and capable of implementing and operating within the Incident Command System (ICS) including the county MCI Plan and other local protocols.
F. Legal Compliance – Contractor shall ensure that ambulance personnel have sufficient understanding of, and are at all times in compliance with, all applicable EMS -related laws (federal, state, local), including, but not limited to: 1) California Health & Safety Code, Division 2.5; 2) California Code of Regulations, Title 22, Division 9, Chapter 2; and 3) California Vehicle Code.
G. Protocols Compliance – Contractor shall ensure that ambulance personnel comply with all local, State and the City of Anaheim protocols (i.e., official rules, policies, procedures, standing orders, guidelines, etc.), as well as Contractor’s internal protocols. Contractor, including any individual ambulance operator, shall
immediately bring to the attention of the City of Anaheim any protocol that appears to conflict with other protocols in order to reconcile the inconsistency, contradiction, and/or ambiguity.
H. Time Standards – The Agreement issued will include a ninety percent (90%) compliance to the response time standards specified to all areas of the City of Anaheim and its operational areas.
I. Equality of Care – Contractor shall provide all services in the Scope of Services without regard to the patient's age, national origin, ethnicity, color, religion, sexual orientation, gender, age, insurance status, or ability/inability to pay. Any violation of this policy will be deeme d a major breach and grounds for immediate contract termination.
J. CQI Plan – Contractor shall develop and maintain a comprehensive and relevant Continuous Quality Improvement plan and system that compliments and interfaces with the City of Anaheim’s CQI plan / quality management system.
K. Continuing Education – Contractor shall ensure that relevant and frequent education and training courses are offered to assist field personnel in maintaining certification/licensure as defined in California Code of Regulations Title 22, Chapters 2, 4 and 11 and, to the extent possible, shall be built upon observation and findings derived from the Quality Assurance / Continuous Quality Improvement.
L. Pilot Programs / Research Projects – Contractor shall participate in all approved pilot programs or research projects as requested by the City of Anaheim. Contractor agrees that their participation shall entail no additional cost to the City of Anaheim unless determined otherwise. Contractor further agrees that services provided under pilot programs or research projects shall be in addition to the other services described herein.
SECTION 3. FIRST TIER SERVICE: SURGE PLAN
A. Surge Capacity Defined – For purposes of this Agreement with the prevailing Contractor, Surge Capacity is defined as the maximum delivery of emergency ambulance response and transportation services that the City of Anaheim’s EMS System is capable of providing when all of its available and potential resources are mobilized. Both the City of Anaheim and Contractor must have plans in place to handle routine foreseeable surge situations (e.g., during periods of heavy call volume and localized Multiple Casualty Incidents) as well as larger scale sudden disaster situations or major Multiple Casualty Incidents affecting multiple EMS jurisdictions at the county or state levels.
B. Surge Plan – If the Contractor plans to utilize the services of another or outside vendor Contractor must include a description of the vendor’s capabilities to meet the needs for surge capacity.
C. Vehicle Specifications – Contractor may use any ambulance in its fleet for surge purposes so long as it meets or exceeds the requirements of the California Highway Patrol, the California Department of Motor
Vehicles, the United States Department of Transportation, and the Orange County EMS Agency. All vehicles and or replacement vehicles are subject to the approval of the City of Anaheim. o Minimum Required Equipment / Supplies / Inventory
i. On-Board 800 MHz Radio – Surge ambulances shall be equipped with an on-board 800 MHz radio.
ii. Medical Equipment & Supplies Inventory – Contractor shall ensure that the medical equipment and supplies inventory of all surge ambulances complies with Orange County policy #720.30
iii. Ambulance Supplies Restock System – The Contractor shall provide a fully stocked ambulance with all disposable medical supplies per OCEMS required inventory. o CONTRACTOR shall be responsible for, and bear all costs for all routine preventive maintenance and repairs of ambulances. CONTRACTOR shall adhere to its maintenance and maintenance records plan during the contract period. Disruption in service due to CONTRACTOR’s non-compliance with the maintenance plan will be considered a major breach and grounds for immediate contract termination.
o General Replacement Policy – When an ambulance must be taken out of service for any reason (including mechanical failure and scheduled preventive maintenance) and for any length of time (temporarily or permanently), CONTRACTOR shall ensure that a replacement ambulance is immediately provided that meets the same requirements/specifications.
D. Time Standards – The following ground ambulance time standards must be met at a compliance rate of at least 90% (fractile) by contract crews. Consistent adh erence to these standards is a fundamental requirement of service and a direct reflection of the quality of care provided to the community. Compliance will be monitored on an ongoing basis, and performance against these standards will be a central factor i n contract evaluation and continuation.
ALARM to ENROUTE INTERVAL, 07:00 - 20:00 → ≤ 1 minute ALARM to ENROUTE INTERVAL, 20:00 - 07:00 → ≤ 2 minutes ENROUTE to ON SCENE INTERVAL, CODE-3 → ≤ 10 minutes ENROUTE to ON SCENE INTERVAL, CODE-2 → ≤ 15 minutes
E. Documentation – The Contractor shall utilize the ePCR system defined by the City of Anaheim.
Documentation standards shall comply with OCEMS and Anaheim Fire & Rescue. The Contractor will work with the billing Contractor of the City of Anaheim to comply with all documentation requests for billing needs. All
billing for Surge Protection ambulances shall be done by the City of Anaheim, and the Contractor shall ensure forms are transferred accordingly.
SECTION 4. SECOND TIER SERVICE: MUTUAL AID
A. Mutual Aid Defined: An agreement in which two or more parties a gree to furnish resources and facilities and to render services to each and every other party of the agreement to prevent and combat any type of disaster or emergency. Local needs not met by the California Fire Service and Rescue Emergency Mutual Aid Plan should be resolved through the development of Local Automatic or Mutual Aid Agreements.
B. Mutual Aid Plan: Contractor shall enter into an Agreement with a separate organization that is licensed and qualified by OCEMS, and capable of providing emergency am bulance response and transportation services within the County of Orange for situations when there are no City of Anaheim or Contractor ambulances available. The Agreement between Contractor and the separate organization must be approved by the City of Anaheim before it may commence.
SECTION 5. OTHER SERVICES AS-NEEDED
A. Paid Special EMS Events - The City of Anaheim contracts with its City partners to provide BLS and Paramedic coverage for high-profile events within the City that will normally be scheduled in advance. These events include, but are not limited to, events held at the Honda Center, Anaheim Stadium, Anaheim Convention Center, and Disneyland. When requested for a standby event, the Contractor will provide a contract compliant ambulance staffed with (2) EMTs. The Contractor will be paid a Standby Unit QUARTER -HOUR Rate in APPENDIX A , Cost Sheet, inclusive of one hour prior to event arrival time and 30 minutes after event conclusion. These units might be used to cover for Anaheim dedicated units or used for the event.
B. Special Events - The City of Anaheim will sometimes utilize its Ambulances for non-emergency, non-paid purposes that will normally be scheduled in advance. During these special events, Contractor shall provide a backup ambulance and crew for the duration of the event, to cover for the unit involved and allow them to participate without interruption, provided the City of Anaheim gives the Contractor sufficient advance notice.
SECTION 6. EXCLUSION EXCEPTION
Contractor will be the exclusive provider of all Contract, surge and backup emergency ambulance services for the City of Anaheim except in exigent and extenuating circumstances
SECTION 7. DATA COLLECTION AND REPORTING
Contractor shall track all relevant data from all ambulance responses initiated by the City of Anaheim.
Contractor shall prepare and submit a report (electronic/e- mail preferred) to the City of Anaheim on a quarterly basis. Before commencement of the contract period, the City of Anaheim and Contractor will meet to discuss and agree on the reporting format and the specific information to be included. Each quarterly report shall include, but not necessarily be limited to, the following:
A. Individual Incident Data (for each incident in a given 3-month period) – The City of Anaheim Incident Number, Ambulance Unit Number (indicate if another ambulance company was used), 911 Call Time, Alarm Time, Enroute Time, On Scene Time, At Patient Time, Scene Departure Time, At Hospital Time, Transfer of Care Time, Available Time, Alarm to Enroute Interval Time, Enroute to On Scene Interval Time.
B. Quarterly Incident Totals Data (includes all incidents during a given 3-month period) – Dispatches, Responses Upgraded to Code 3, Responses Cancelled Enroute, Ambulance Crew First At Patient (prior to the City of Anaheim arrival), Dry Runs (arrived on scene but no transport), BLS Transports, ALS Transports, Responses Meeting Alarm to Enroute Interval Time Standard, Responses Exceeding Alarm to Enroute Interval Time Standard, Responses Meeting Enroute to On Scene Interval Time Standard, Responses Exceeding Enroute to On Scene Interval Time Standard.
SECTION 8. TERMINOLOGY
The terminology and definitions listed below are for use in this Scope of Services section exclusively and, therefore, may have different meanings than those used or defined elsewhere.
ALS – Advanced Life Support. Level of care as approved in CA and Orange County.
BLS – Basic Life Support. Level of care as approved in CA Orange County.
CONTRACT AMBULANCE – An apparatus controlled by the City of Anaheim that is capable of transporting patients with medical emergencies. Units must be inspected and approved per the CVC/CHP.
DISPATCH – Communications Center.
EMS – Emergency Medical Services. Refers to the prehospital environment.
EMT – Emergency Medical Technician. State-certified and OC accredited to provide BLS level care.
KEY POSITIONS – Key positions include CEO, CFO, Local Operations, Regional Director, Manager, Etc.
LEMSA – Local Emergency Medical Services Agency.
PARAMEDIC – Emergency Medical Technician – Paramedic. State-certified and OC Accredited to provide ALS level care.
THE CITY OF ANAHEIM – The City of Anaheim provides BLS ambulance transport services as well as general ALS EMS services as a recognized by Health and Safety Code Sec. 1797.201 provider. The City of Anaheim will be the program management for the provision of these services.
Section 9. PERSONNEL AND HOUSING
A. Staffing
1. CONTRACTOR shall ensure that all units , regardless of hours staffed, are at all times staffed by Two (2) Emergency Medical Technician’s (EMT) certified in Orange County.
B. General Employment Policies
1. Employee Wellness & Personnel Assistance Resources – CONTRACTOR shall ensure that all Employees have access to a Wellness & Personnel Assistance program and/or resources. All contract crews will be offered involvement in Post -Incident Stress Debriefings and Peer Support offered by Anaheim when available.
2. Criminal Background Check - CONTRACTOR shall provide a background check process and psychological evaluation in their hiring process and must comply with all State EMS Authority and LEMSA criminal history check requirements for all of its employees who work in Orange County. CONTRACTOR shall contact all references given on applications, including but not limited to, any former EMS employers.
3. Physical Fitness Testing & Training – CONTRACTOR shall ensure that each EMT passes physical fitness testing or training used as part of the init ial hiring process and/or ongoing health maintenance.
The CONTRACTOR shall ensure that each EMT maintains that level of physical fitness throughout the entire Term of the Agreement.
4. Driver History – CONTRACTOR shall require all ambulance driver candid ates in its employ to submit a current California Department of Motor Vehicles Driving Record Report as requested by ANAHEIM. Contractor shall utilize the California Department of Motor Vehicles Pull Notice Program for all ambulance personnel in its employment.
5. Driver Training Program – CONTRACTOR shall require all ambulance personnel in its employment to successfully complete an approved emergency ambulance driver-training program to ensure that ambulances are operated in a legal and safe manner. The driver-training program should be designed to verify driving proficiency upon hire and at reasonably spaced periodic intervals. The driver program shall meet or exceed industry standards. CONTRACTOR shall ensure that its vehicles are at all times operated in a safe manner.
6. Vehicle & Equipment Familiarity – CONTRACTOR shall ensure that all employees who staff any ambulance as part of the City of Anaheim contract are thoroughly familiar with all aspects of vehicle operation, and the location and use of all on-board equipment and supplies.
C. Uniforms & Personal Protective Equipment
1. Uniforms - CONTRACTOR employees shall wear uniforms that are approved by ANAHEIM.
2. Personal Protective Equipment (PPE) - CONTRACTOR shall ensure that employees have the appropriate PPE that meets national safety standards for EMS personnel, to include helmet, reflective vest, eye protection, bullet proof vests, and ear/hearing protection.
3. Costs – CONTRACTOR or their employees shall bear all uniform and PPE related costs except where specified otherwise, including cleaning, maintenance, repair, and replacement. Before commencement of the contract period, the ANAHEIM and the CONTRACTOR will mutually agree on the specific brand/model/type of PPE to be used.
D. Employee Appearance & Behavior
1. General Appearance – CONTRACTOR shall ensure that employees at all times look and act in a professional manner to instill confidence in the citizens we serve, and to preserve the reputation of ANAHEIM and the Fire Service/EMS profession generally.
2. Grooming & Hygiene – Employees shall be clean and well-groomed at all times while on-duty or otherwise representing ANAHEIM, and exercise good personal hygiene habits in accordance with ANAHEIM policies, procedures, and standards.
3. Mental Alertness – Employees shall report for duty well rested, alert, and not under the influence of any substance, legal or illegal, that may impair their judgment and/or performance.
4. Physical Fitness – Employees shall keep themselves at a level of physical fitness sufficient to ensure they are capable of performing all the physical functions expected of an EMT.
5. Conduct – Employees shall always act in a safe, professional, and courteous manner.
6. Advocacy – Employees are deemed part of the EMS system, and are therefore expected to always act in the best interests of the EMS system and the patients who depend on us.
SECTION 10. OPERATIONS
A. Dispatch – CONTRACTOR shall be solely responsible for obtaining, installing, and maintaining a system that directly links all contract ambulances and crews, and will be solely responsible for all installation, maintenance, repair, and other related costs necessary to ensure that the system remains operational at all times.
B. Incident Command & Patient Authority – Responsibility for patient care and authority to make assessment, treatment, and/or transport decisions vests with ANAHEIM personnel (Paramedics particularly, if on scene). Employees will work under the direction of the ANAHEIM Captain/Incident Commander and/or the Paramedic(s) in charge of the patient and/or incident. Contract employee’s actions should be in support of, and
consistent with, ANAHEIM’S e fforts and contract employees shall respond to the directions of ANAHEIM personnel in a positive and affirmative manner.
SECTION 11. MUTUAL AID
If the CONTRACTOR chooses to enter into an agreement with an outside ambulance company to provide surge protection for ANAHEIM, the Agreement between CONTRACTOR and the separate organization must be approved by ANAHEIM before it may commence.
SECTION 12. COMPENSATION TO CONTRACTOR
A. ANAHEIM agrees to compensate the CONTRACTOR based on a QUARTER-HOUR Cost.
The CONTRACTOR shall be paid based on the total number of Ambulance Unit hours billed. A basic “CONTRACT PRICE” is outlined in APPENDIX A, but the actual fee paid to the CONTRACTOR will be based on the total number of Unit Hours billed to include Special Events, and Surge Protection outlined in Section 5. All specific Unit Hour Costs are outlined in APPENDIX A, Cost Sheet.
B. CONTRACTOR’S costs for providing all Emergency Transportation Services, are listed in APPENDIX A. CONTRACTOR shall not be entitled to bill ANAHEIM or any of its customers or patients any additional amount for any Services provided under this Agreement, unless it is first approved in writing by the ANAHEIM.
C. All Special Events or Standby shall be paid to the CONTRACTOR on a monthly basis, for the previous month’s events.
D. All Surge Protection costs shall be paid on a monthly basis for the Surge Protection used in the previous month. The cost of each Surge Protection Unit Hour is outlined in APPENDIX A. The CONTRACTOR shall submit a worksheet on the 1st day of each month, outlining the days/hours and Incident numbers for any Surge Protection Unit Hours charged.
E. ANAHEIM shall pay CONTRACTOR pursuant to this Agreement, in an amount not to exceed Three Hundred Seventy-Five Thousand Dollars ($375,000.00) (“Contract Amount”).
4.2 Extra Work. The Fire Chief is authorized to approve additional expenditures to be paid to CONTRACTOR, pursuant to this Agreement, for Extra Work, in the amount of TEN PERCENT (10%) of the Contract Amount if the Fire Chief determines, in their sole discretion, that the additional Extra Work is necessary for the successful completion of the Services. .01 In no event shall CONTRACTOR render Extra Work beyond the scope of this Agreement without the written authorization of the Fire Chief.
.02 All Extra Work approved in writing by the Fire Chief shall be billed at either the rates set forth in the Cost Sheet or at a fixed price, at ANAHEIM’ s sole discretion. If billed at a fixed price, CONTRACTOR shall provide ANAHEIM with general description of the Extra Work to be performed with a proposed price. At such time as the Fire Chief has approved the Extra Work, has agreed to a fixed price for the services, and has notified CONTRACTOR of such approval and agreement in writing, CONTRACTOR shall perform the Extra Work.
.03 Except as specifically provided herein, no additional Services or Extra Work beyond the scope of this Agreement shall be rendered by CONTRACTOR unless previously authorized in writing by the City Manager.
.04 As used herein, “Extra Work” means any work that is determined by ANAHEIM to be necessary for the proper completion of the Services, but which is not included within the Scope of Services and which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement.
SECTION 13. LICENSES AND CERTIFICATES
A. CONTRACTOR shall, within five (5) days of executing this Agreement, obtain a current CITY of ANAHEIM business license and maintain such license in effect during the term of this Agreement or any extension thereto.
B. CONTRACTOR shall maintain all licenses, certificates and other documentation as required during the term of this Agreement by the City of Anaheim, the County of Orange and/or the State of California.
SECTION 14. INDEPENDENT CONTRACTOR
The performance of CONTRACTOR’s services hereunder shall be in the capacity of an independent contractor and not as an officer, agent, or employee of ANAHEI M. CONTRACTOR agrees that ANAHEIM shall not be liable or responsible for any benefits, including, but not limited to, worker’s compensation, disability, retirement, life, unemployment, health or any other benefits and, CONTRACTOR agrees that he shall not sue or file a claim, petition or application relative to any of the above against ANAHEIM or any of its officers, employees, agents, representatives or sureties.
SECTION 15. DATA COLLECTING, REPORTING, AND DOCUMENTATION A. ANAHEIM and the CONTRACTOR shall meet monthly to review and discuss Data and Documentation from the previous month and track all relevant data from all ambulance responses initiated by ANAHEIM.
1. Data Collection - The CONTRACTOR shall work with crews t o ensure that all data requested by ANAHEIM is collected on each transport.
2. Documentation – The CONTRACTOR shall ensure that each crew is complying with the documentation standards set aside by OCEMS. (includes all incidents during a given 3 -month perio d) – Dispatches, Responses Upgraded to Code 3, Responses Cancelled Enroute, Ambulance Crew First At Patient (prior to the City of Anaheim arrival), Dry Runs (arrived on scene but no transport), BLS Transports, ALS Transports, Responses Meeting Alarm to Enroute Interval Time Standard, Responses Exceeding Alarm to Enroute Interval Time Standard, Responses Meeting Enroute to On Scene Interval Time Standard, Responses Exceeding Enroute to On Scene Interval Time Standard.
SECTION 16. TERM
A. CONTRACTOR shall c ommence operations under the terms and conditions of this Agreement within fifteen (15) days of receipt of written notification to commence from the Anaheim Fire Chief or designee, and sooner if the need arises to prevent any interruption in Service.
B. The term of this Agreement shall commence on the date this Agreement is executed by ANAHEM and shall terminate five (5) years thereafter, unless sooner terminated as provided herein ("Initial Term"). (hereinafter the phrases “Initial Term” and “Renewal Term,” if any, shall be collectively referred to as the “Term").
SECTION 17. TERMINATION
A. CONTRACTOR understands that the continuation of this Agreement after the close of any fiscal year of ANAHEIM, which fiscal year ends on June 30 of each year, shall be subject to budget approval providing for or covering such contract items as an expenditure in said budget. ANAHEIM does not represent that said budget item will be actually adopted, said determination being the determination of the City Council at the time of the adoption of the budget herein. No penalty shall accrue to ANAHEIM in the event this provision shall be exercised. Should termination be accomplished in accordance with this Section, a settlement shall be negotiated by the parties based on items delivered, services provided, monies paid and monies due.
B. ANAHEIM may terminate this Agreement for Cause by providing CONTRACTOR seven (7) days prior written notice of termination for Cause and the factors constituting Cause.
C. If CONTRACTOR has not cured such deficiencies to the satisfaction of ANAHEIM’s Fire Chief within seven (7) days after notified of the factors constituting such breach or default, CONTRACTOR shall be deemed in breach or default of this Agreement and ANAHEIM shall have the right to terminate this Agreement for Cause, such termination to be effective on the eighth (8) day after delivery of the notice of breach.
D. If the ANAHEIM Fire Chief finds that CONTRACTOR is diligently proceeding with all steps necessary to cure such deficiencies, the ANAHEIM Fire Chief may, in his/her sole discretion, extend the time period by which CONTRACTOR must cure such deficiencies, including the effective date of such termination.
SECTION 18. BREACH OF AGREEMENT
A. CONTRACTOR’s failure to perform the covenants and requirements set forth in this Agreement in the time and manner specified shall constitute a breach of this Agreement and Cause for termination.
B. Other factors warranting termination for Cause include, but are not limited to the following:
1. Failure of CONTRACTOR to operate the portion of the ambulance service system for which CONTRACTOR is respon sible in a manner which enables the Fire & Rescue Department and CONTRACTOR to remain in compliance with the requirements of the County of Orange Emergency Medical Services Agency (“EMSA”) ambulance ordinance and related rules and regulations.
2. Supplying the Fire & Rescue Department with materially false or misleading information during the RFP process or during the course of producing required monthly response reports.
3. Willful falsification or unreasonable withholding of data supplied to the Fire & Rescue Department or to the EMSA Medical Director during the course of operation, including, but not limited to:
dispatch data, patient report data, response time data, financial data, or omission of other data required under this Agreement.
4. Failure to meet the minimum vehicle deployment plan for ambulance service as described in this Agreement.
5. Repeated failure of CONTRACTOR’s employees to conduct themselves in a professional and courteous manner, and to present a professional appearance.
6. Failure of CONTRACTOR to maintain all required vehicle maintenance schedules and records as set forth in this Agreement.
7. Failure of CONTRACTOR to maintain all training and continuing education per County of Orange EMSA policies and procedures and State regulations.
8. Failure of CONTRACTOR to meet any other clinical requirements contained or referenced in this Agreement.
9. Failure or refusal of CONTRACTOR to respond to any request of ANAHEIM’s Fire Chief or designee concerning the operation of the EMS delivery system in Anaheim.
10. Transfer of ownership or interest in CONTRACTOR of more than ten percent (10%) or sale or transfer of twenty five percent (25%) of CONTRACTOR’s assets without the prior written consent of ANAHEIM.
11. Disruption of se rvice due to failure to maintain contractor’s ambulance vehicle maintenance schedule.
12. The lapse of any license, permit or approval issued CONTRACTOR necessary to provide the Services under this Agreement by a federal, state or local government.
13. Failure to adhere to the standards of the Commission on Accreditation of Ambulance Services, as amended from time to time.
14. The breach or default by CONTRACTOR of any material provision of this Agreement or any covenant specifically contained herein or incorporated by reference.
15. The loss by CONTRACTOR of legal capacity to contract.
16. CONTRACTOR becomes insolvent or unable to pay its debts as they mature, or makes an assignment for the benefit of creditors, or suffers or fails to pay and discharge within ninety (90) days of entry any final judgment (after exhaustion of any period of appeals) by any court in an amount of one hundred thousand dollars ($100,000.00) or more.
17. CONTRACTOR files, or there is filed against CONTRACTOR, a petit ion to have CONTRACTOR adjudicated a bankrupt, or a petition for a reorganization or arrangement under any law relating to bankruptcy or insolvency.
18. CONTRACTOR is enjoined or prohibited by any court of competent jurisdiction from performing services under this Agreement.
19. The assets of CONTRACTOR are assumed by a trustee or other person pursuant to a judicial proceeding.
20. CONTRACTOR breaches or defaults in the performance of any of CONTRACTOR’s material duties or obligations arising under this Agreement involving the payment of money, and after receiving written notice thereof from ANAHEIM fails within seven (7) days from receipt of such notice to have fully cured and corrected such breach or default.
21. Lapse of insurance required under this Agreement.
22. An unconsented assignment or delegation as defined hereinbelow.
23. Failure to manage and resolve citizen complaints to the satisfaction of the ANAHEIM Fire Chief.
24. Failure to meet the on-time performance criteria as set forth within this Agreement.
C. No waiver of any Event of Breach or Default shall be valid or effective unless in writing and signed by ANAHEIM. Any waiver of any one Event of Default or Breach shall not constitute, or be construed as creating, a waiver of any other Event of Default or Breach.
D. Should this Agreement be terminated for breach, CONTRACTOR agrees that ANAHEIM may, at its option, take possession of and bear the associated costs of CONTRACTOR’s seven (7) dedicated ambulances, equipment, facilities an d records used to fulfill this Agreement. CONTRACTOR further agrees to establish a Fail-Safe Program on terms acceptable to ANAHEIM in its sole discretion. Notwithstanding the above, should this Agreement be terminated for breach, ANAHEIM shall have the option to take over the delivery of emergency ambulance transport services itself, using ANAHEIM personnel or contractors; contract on a temporary emergency basis with other providers of emergency transport ambulance services; seek new proposals for service; or such other option as may be deemed necessary and available to ANAHEIM.
E. Nothing herein shall act as any limitation upon the remedies available to ANAHEIM whether at law, or otherwise, in the event of a breach or default of this Agreement.
SECTION 19. COMPLIANCE WITH LAWS
In the performance of this Agreement, CONTRACTOR shall abide by and conform to (and shall ensure that CONTRACTOR’S employees, agents and representatives, if any, shall abide by and conform to) any and all applicable laws, statutes, safety rules, regulations and practices of the United States, the State of California, the Charter and Ordinances of the City of Anaheim, and any other local laws. Such compliance includes, but is not limited to, the California Health and Safety Code, t he California Vehicle Code, and the County of Orange Emergency Medical Service policies and procedures.
SECTION 20. LAWS GOVERNING CONSTRUCTION OF TERMS
This Agreement shall be governed by the laws of the State of California. Any legal action concerning or arising out of this Agreement shall be filed in a court of the State of California having jurisdiction of the subject matter, and venue shall be in the County of Orange, State of California.
SECTION 21. RESOLVING COMPLAINTS ABOUT SERVICE
A. CONTRACTOR shall advise ANAHEIM’s Operations Chief or designee in writing within ninety six (96) hours of service-oriented complaints, written complaints or verbal complaints that are referred to the Director of Operations regarding the delivery of emergency ambulance transport services, unless a safety issue is involved in which case such notification in writing shall occur within the same shift in which the complaint was received.
B. All problems reported to the CONTRACTOR either by a third party or by ANAHEIM re lating to emergency ambulance transport services provided by CONTRACTOR shall be referred directly to the appropriate manager of the CONTRACTOR. It shall be the responsibility of said manager to conduct a thorough investigation, including discussions with appropriate employees and representatives of any external agency that
may be making the complaint. A report regarding the disposition of same shall be provided to ANAHEIM’s Fire Chief within fourteen (14) days of receipt of the complaint. The report prov ided to ANAHEIM shall state the name, address and telephone number of the complainant; the subject matter of the complaint; the date, time and location of the incident about which the complaint relates; witnesses to the incident; and the names of the employees involved in the incident. The report shall also include recommendations by CONTRACTOR for resolving the complaint, or disposition of the complaint if already resolved.
C. Nothing stated herein precludes ANAHEIM from conducting an independent inves tigation of any complaint.
SECTION 22. DISPUTES BETWEEN CONTRACTOR AND ANAHEIM
Either party hereto may give the other party written notice of any dispute with respect to this Agreement.
Such notice shall specify a date and location for a meeting of the parties hereto at which such parties shall attempt to resolve such dispute. The ANAHEIM Fire Chief shall cause a record to be kept of the proceedings conducted and information presented during such meeting. In the event that such dispute cannot be resolv ed by the parties within 30 days, the dispute may be referred by either party to the ANAHEIM City Manager. The decision of the ANAHEIM City Manager shall be final.
SECTION 23. ASSIGNMENT AND DELEGATION
CONTRACTOR may not delegate or assign the rights or obligations hereunder, either in whole or in part, without prior written consent of ANAHEIM, which consent may be withheld with impunity by ANAHEIM. Any attempted assignment or delegation in derogation of this paragraph shall be void. For purposes of th e Section, a transfer or sale by any shareholder of greater than ten percent (10%) of the stock currently issued by CONTRACTOR, or a sale or transfer of over twenty-five (25%) of the assets of CONTRACTOR, will be deemed an assignment.
SECTION 24. GRATUITIES
CONTRACTOR warrants that neither it, nor any of its employees, agents or representative has offered or given any gratuities to ANAHEIM’s employees, agents or representatives in an attempt to secure this Agreement or secure favorable treatment with respect thereto.
SECTION 25. CONFLICTS OF INTEREST
A. CONTRACTOR warrants that it has no blood or marriage relationship, and that it is not in any way associated with, any preparer of the RFP for this Agreement. CONTRACTOR acknowledges receipt of
ANAHEIM’s Conflict of Interest Code, as promulgated in accordance with the Political Reform Act (hereinafter “Code”). CONTRACTOR agrees to abide by such Code, and agrees that any material breach of such Code shall give ANAHEIM the right to rescind, cancel or otherwise terminate this agreement, at ANAHEIM’s discretion.
B. CONTRACTOR shall be responsible for complying with the Political Reform Act and such other conflict of interest laws as may be applicable, as such laws may be amended from time to time.
SECTION 26. WAIVER
Waiver of any default shall not be deemed a waiver of any subsequent default. Waiver of a breach of any provision of this Agreement shall not be deemed to be a waiver of any other or subsequent breach, and shall not be construed to be a modifi cation of the terms of this Agreement unless stated to be such, in writing, by ANAHEIM and attached to the original Agreement.
SECTION 27. INDEMNITY
As respects acts, errors or omissions in the performance of professional services, Contractor agrees to indemnify and hold harmless Anaheim, its officials, officers, and employees from and against any and all claims, losses, damages, defense costs, or liability, of any kind or nature, to the extent arising directly out of Contractor’s (or Contractor’s contractors’ or subcontractors’, if any) negligent acts, errors or omissions in the performance of professional services under this Agreement, except those matters arising out of the sole negligence or willful misconduct of the City.
As respects all acts, errors or omissions which do not arise directly out of the performance of professional services, including but not limited to those acts, errors or omissions typically covered by ISO-based general and automobile liability insurance coverage, Contractor agrees t o indemnify, defend (at Anaheim’s option), and hold harmless Anaheim, its officials, officers, employees, agents, and representatives from and against any and all claims, losses, damages, defense costs, or liability, of any kind or nature (collectively referred to hereinafter as “Claims”), arising out of or in connection with Contractor’s (or Contractor’s contractors’ or subcontractors’, if any) acts, errors, omissions, or work, relative to this Agreement; except for those Claims which arise out of the sole negligence or willful misconduct of Anaheim.
The obligations set forth in this indemnification provision (i) shall be in effect without regard to whether or not Anaheim, Contractor, or any other person maintains, or fails to maintain, insurance coverage, or a self-insurance program, for any such Claims; and (ii) shall survive the termination of this Agreement.
SECTION 28. INSURANCE
Without limiting Anaheim’s right to indemnification, it is agreed that Contractor shall secure, prior to commencing any activities under this Agreement, and maintain, during the term of this Agreement, insurance coverage as follows:
Workers’ Compensation Insurance as required by California law and Employers Liability Insurance in an amount not less than $1,000,000 and must include a Waiver of Subrogation.
Commercial General Liability Insurance, including coverage for Premises and Operations, Contractual Liability, Personal Injury Liability, Products/Completed Operations Liability, and Independent Contractor’s Liability (if applicable), in an amount not less than $3,000,000 per occurrence. Any deductible or self -insured retention in excess of $10,000 must be disclosed to Anaheim, in writing, at the inception of this Agreement and is subject to the acceptance of the City’s Risk Manager.
Automobile Liability Coverage, as required by California law, including – as applicable – owned, non- owned, and hired autos, in an amount not less than $3,000,000, combined single limit.
Professional Liability and Cyber Liability where sp ecifically required in an amount not less than $5,000,000 per claim and $10,000,000 aggregate, and CONTRACTOR shall maintain such coverage for at least one (1) year from termination of this Agreement. Any deductible or self -insured retention in excess of $ 10,000 must be disclosed to Anaheim, in writing, at the inception of this Agreement and is subject to the acceptance of the City’s Risk Manager.
CONTRACTOR agrees that CONTRACTOR is financially responsible and legally liable to pay/satisfy any applicable deductible or SIR for CONTRACTOR’S insurance. CONTRACTOR agrees that no deductible or SIR shall apply to or be paid by the CITY.
Any required coverage written with primary and excess layers to satisfy the minimum requirements of this Agreement must be su bmitted for approval by ANAHEIM’s Risk Manager prior to the inception of the final Agreement.
Contractor agrees that each insurance policy required by this Agreement shall not be voluntarily cancelled or otherwise limited in scope or coverage, until aft er thirty (30) days prior written notice has been given to the
City Clerk, City of Anaheim, 200 S. Anaheim Blvd., Anaheim, CA 92805, except in the event of cancellation for non-payment of premium which shall provide for not less than ten (10) days’ notice.
Each insurance policy required by this Agreement, excepting policies for Professional Liability and Workers’ Compensation, shall contain the following clauses or shall otherwise provide for the following conditions:
“It is agreed that any insurance main tained by Contractor, pursuant to this Agreement, shall be primary to, and not contribute with, any insurance or self-insurance maintained by the City of Anaheim.” “The City of Anaheim, its officers, agents, employees, representatives and Anaheim-designated volunteers are added as additional insureds as respects the acts, omissions, operations and activities of, or on behalf of, the named insured, in regard to products supplied to, or work or services performed for, or related to, the City of Anaheim.”
Prior to commencing any work under this Agreement, Contractor shall deliver to Anaheim insurance certificates confirming the existence of the insurance required under this Agreement, and including the applicable clauses referenced above. Also, within thirty (30) days of the execution date of this Agreement, Contractor shall provide Anaheim: (i) endorsements to the insurance policies which add to these policies the applicable clauses referenced above; or (ii) in lieu of said endorsements, documentation acceptable to Anaheim evidencing that the coverage, terms, and conditions set forth in the above-referenced clauses are otherwise included in said insurance policies. Insurance required hereunder shall be placed with insurers: (i) admitted to write insurance in California; (ii) possessing an A. M. Best’s rating of A VII or higher; or (iii) otherwise acceptable to Anaheim, with prior written permission from Anaheim. In the event that a claim or other legal action is filed against Anaheim, and if Anaheim, in its go od faith opinion, believes it may have coverage under any of the insurance required herein, then Anaheim has the right to demand, and to receive within a reasonable time period, copies of the insurance policies related to such required insurance; provided, however, that this provision shall not apply if the Parties agree that Contractor shall fully defend, hold harmless, and indemnify Anaheim against any such claim or other legal action.
In addition to other remedies Anaheim may have if Contractor fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, Anaheim may, at its sole option:
Order Contractor to stop work under this Agreement and/or withhold any payment(s) which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof; or Terminate this Agreement.
Exercise of any of the above remedies, however, is an alternative to other remedies Anaheim may have and is not the exclusive remedy for Contractor’s failure to maintain insurance or secure appropriate endorsements.
In the event Contractor hires other persons or firms to perform some of the work related to this Agreement, Contractor shall ensure, and certify to Anaheim in writing that: (i) the acts or omissions of such persons or firms are covered under the above-referenced liability insurance; or (ii) such firms maintain insurance equal to or better than, and subject to the same limits, terms and conditions as, the insurance required of Contractor under this Agreement (except for firms which are not performing professional services -such firms shall not be required to carry the above-referenced professional liability insurance); and in either instance, Contractor shall provide, or cause to be provided, evidence of such insurance coverage, reasonably acceptable to Anaheim.
Anaheim’s Risk Manager is hereby authorized to amend or accept any CONTRACTOR generated request for amendment to or reduction of the requirements set forth herein in the event such amendment or reduction is in Anaheim’s best interest.
SECTION 29. PERFORMANCE SECURITY
During the course of this Agreement, CONTRACTOR shall provide such performance security as may be deemed necessary by the ANAHEIM City Manager or his designee.
SECTION 30. AUDITS
A. At any time during normal business hours, and as often as may reasonably be deemed necessary, ANAHEIM’s representatives may observe CONTRACTOR’s operations and CONTRACTOR shall make available to ANAHEIM for its examination, its records with respect to all matters covered by this Agreement, and ANAHEIM may audit, examine, copy and make excerpts or transcripts from such records, records of personnel, daily logs, conditions of employment, and other data, including but not limit ed to financial records, related to all matters covered by this Agreement, ANAHEIM representatives may, at any time and without notification, directly observe the CONTRACTOR’s operation of the ambulance dispatch center, maintenance facility, or any ambula nce post location, and a ANAHEIM representative may ride as “observer” on any of the CONTRACTOR’s ambulance units at any time.
B. ANAHEIM’s right to observe and inspect operations or records in CONTRACTOR’s business office shall be restricted to normal business hours and reasonable notification shall be given CONTRACTOR in advance of any such visit.
SECTION 31. ANNUAL AUDITED FINANCIAL STATEMENTS
A. CONTRACTOR shall furnish complete annual financial statements of CONTRACTOR to ANAHEIM, including its b alance sheet, statement of revenues and expenses, and statement of changes in cash position, with a copy to ANAHEIM’s Auditor. The statement shall have been examined by independent public accountants acceptable to ANAHEIM, and shall include the unqualified opinion of such accountant as to whether such statement is a fair representation of the date included therein.
B. To the extent permitted by law, ANAHEIM will endeavor to maintain as confidential all information contained within such financial statements that is not otherwise available to the public. In the event a demand for disclosure of such information is made, ANAHEIM will inform CONTRACTOR of such demand and CONTRACTOR may pursue all appropriate action to maintain the confidentiality of such inf ormation, at CONTRACTOR’s sole expense.
SECTION 32. DESIGNATION OF AGENTS
ANAHEIM’s Fire Chief, or his designee, shall represent ANAHEIM in all matters pertaining to this Agreement.
William Weston or his designee, shall represent CONTRACTOR in all matters pertaining to this Agreement.
SECTION 33. NO THIRD PARTY RIGHTS
The parties intend not to create rights in, or to grant remedies to, any third party as a beneficiary of this Agreement or of any duty, covenant, obligation or undertaking established herein.
SECTION 34. INTEGRATION CLAUSE
A. This writing constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all oral or written representations or written agreements which may have been entered into between the parties. No modification or revision shall be of any force or effect, unless the same is in writing and executed by the parties hereto. Any Section of the RFP Response not specifically incorporated herein either by reference or by actual inclusion shall not be considered as part of this Agreement and shall be of no force or effect.
B. If any provision of this Agreement shall be held invalid, such invalidity shall not affect the other provisions hereof, and to this extent, the provisions of this Agreement are intended to be and shall be deemed severable.
SECTION 35. NOTICES
Any notice or demand required or permitted to be given by the terms of this Agreement, or by any law or statute may be given by ANAHEIM by depositing said notice or demand in the U.S. Mail, postage prepaid, addressed to CONTRACTOR at CONTRACTOR’s address set forth below or any new address provided by CONTRACTOR in writing to ANAHEIM. Service of said notice or deman d on CONTRACTOR shall be complete five (5) days after deposit of said notice or demand in the mail.
Any notice or demand required or permitted by the terms of this Agreement or by any law or statute may be given by CONTRACTOR by delivering said notice or demand to ANAHEIM at: 200 South Anaheim Boulevard, Anaheim, California 92805. Attention: City Clerk. Service of said notice or demand shall be complete when received at the office of the City Clerk. A copy of said Notice shall also be mailed to the Anah eim Fire Chief, at 201 So. Anaheim Boulevard, Suite 301, Anaheim, CA 92805.
Notices and communications regarding this Agreement shall be sent to the following addresses:
ANAHEIM CONTRACTOR
City of Anaheim Emergency Ambulance Service, Inc.
200 So Anaheim Blvd. 3200 E. Birch Street, Suite A
Anaheim, CA 92805 Brea, California 92821
Attn: City Clerk Attn: William Weston
with a copy to:
Anaheim Fire & Rescue
201 S. Anaheim Blvd., Suite 301
Anaheim, CA 92805
Attn: Patrick Russell, Fire Chief
(714) 765-4000
FAX: (714) 765-4008
SECTION 36. EFFECTIVE DATE AND AUTHORITY
CONTRACTOR and CONTRACTOR’s signators represent that the signators hold the positions set forth below their signatures and that the signators are authorized to ex ecute this Agreement on behalf of CONTRACTOR and to bind CONTRACTOR hereto.
This Agreement shall be effective o n the date the Agreement is approved by City Council (“Effective Date”).
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the dates hereinafter respectively set forth.
CITY OF ANAHEIM,
a municipal corporation
By______________________________
Fire Chief
DATE OF EXECUTION: ATTEST:
_________________________ ________________________________ City Clerk
"ANAHEIM"
EMERGENCY AMBULANCE SERVICE, INC.
a California corporation
DATE OF EXECUTION: By______________________________
_________________________ Printed Name____________________
Title___________________________
“CONTRACTOR”
APPROVED AS TO FORM:
ROBERT FABELA, CITY ATTORNEY
By__________________________
Date________________________
158488
APPENDIX A
Cost Sheet
APPENDIX A
1. Compensation: To ensure consistent billing practices, the rates defined shall be billed per each one quarter of an hour (15- minute increments). One quarter of an hour (15 minutes) will be charged to the City for calls not cancelled prior to the 5- minute mark. All rates submitted shall be fully burdened and inclusive of all operational costs, including but not limited to administrative, supervisory, and field personnel wages and benefits, fuel, vehicle maintenance, insurance, radio equipment, and standard BLS medical supplies used during patient care. No separate charges for mileage or consumables will be accepted. Contractor shall not bill or collect any payment directly from patients, insurers, or third parties.
2. Pricing:
# Description Total
1 Surge rate per each quarter hour (15-minute increments) $74.00 2 Standby rate per each quarter hour (15-minute increments) $40.00
3. Payment Terms: Payment will be made in arrears net thirty (30) calendar days after receipt of an invoice in a format acceptable to the City. Invoices will be verified and approved by the City and subject to routine processing requirements. The responsibility for providing an acceptable invoice to the City for payment rests with Contractor. Incomplete or incorrect invoices are not acceptable and will be returned to Contractor for correction.