AMENDMENT NUMBER FOUR TO
AGREEMENT FOR EMS EMERGENCY TRANSPORTATION SERVICES
This Amendment Number Four (“Amendment”) to the Agreement for EMS Emergency Transportation Services (“Agreement”) is entered into by and between t he CITY OF FULLERTON (“City”) and FALCK MOBILE HEALTH CORP. (“Contractor”).
WHEREAS, City and Contractor entered into the Agreement on June 6, 2018 for an initial term of two years beginning July 1, 2018; and
WHEREAS, Section 5(c) of the Agreement provides that the term of th e Agreement may be extended for up to three additional one (1) year terms (for a possible total of 5 years); and WHEREAS, on July 20, 2020, City and Contractor entered into Amendment Number One to the Agreement upon the end of the initial term to extend the term of the Agreement; and WHEREAS, on March 11, 2021, City and Contractor entered into Amendment Number Two to the Agreement to further extend the term of the Agreement through June 30, 2021; and WHEREAS, on July 7, 2022, City and Contractor entered into Amendment Number Three to the Agreement to further extend the term of the Agreement through June 30, 2022; and WHEREAS, since that time, Contractor has been providing services to the City pursuant to the terms of the Agreement, and City has been providing payment to Contractor in accordance with Contractor’s invoices issued under Section 3.B.
WHEREAS, City and the Contractor wish to formalize the preceding extension and further extend the term of the Agreement until June 30, 2022 and also to make certain modifications with respect to the use of a Second Tier Provider, as outlined in the Agreement below.
NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
1. Effective June 13, 2022, the Agreement shall be extended until June 30, 2023. All provisions of the Agreement shall remain in full force and effect, with the exception of the provisions identified in this Amendment Number Four, pursuant to Paragraphs 2, 3, and 4, below.
2. Effective June 13, 2022, Section 3 of the Agreement shall be replaced in its entirety with the following:
3. Contract Price and Payment
A. City shall pay Contractor a monthly fee of one hundred ninety-two thousand seven hundred twenty dollars ($192,720.00) for furnishing the material and doing the prescribed work under this Agreement ("Contract Price"), and to cover all costs associated with providing services under this agreement.
1. Contractor's sole compensation for providing all Emergency Transportation Services, including but not limited to the First Tier Services and the Second Tier Mutual Aid Servi ce, will be the Contract Price .
Contractor will not be entitled to bill City or any of its customers any additional amount for any services provided under this Contract unless it is first approved in writing by City.
2.. The payment of the Contract Price includes the provision of Second Tier Mutual Aid Service. Contractor will be solely responsible for compensating, arranging for any Second Tier Provider for any Emergency Transportation Services it may provide in the City under this Agreement.
Contractor and Second Tier Provider will not have any recourse against the City to recover any Emergency Transportation Service provided, except as specifically authorized in this Agreement. Contractor's sole compensation will be the Contract Price.
3. Effective June 13, 2022, Section 2, Paragraph 3, subdivision 2 of the Agreement shall be replaced in its entirety with the following:
2. Second Tier Service.
Contractor will also enter into a mutual aid agreement with a separate qualified ambulance service provider doing business in Orange County, to provide backup services in the event the First Tier Service is unable to respond to a call for Emergency Services (hereinafter "Second Tier Mutual Aid Contract," "Second 2 Tier Mutual Aid Service," "Second Tier Service" or "Second Tier"). The company providing the Second Tier Mutual Aid Service will be hereinafter referred to as the "Second Tier Provider." In providing Emergency Transportation Services, the Second Tier Provider must meet the same requirements, including but not limited to staffin g of vehicles and response times, and otherwise provide the same level of service as Contractor is required to provide under this Agreement. The Second Tier Mutual Aid Contract and the Second Tier Provider must be approved by the City and the Fire Chief prior to provision of any service by Contractor, such approval not to be unreasonably withheld. The intent of the Parties is that Contractor will provide a sufficient level of coverage under the First Tier Service, such that services under the Second Tier Mu tual Aid Service will only be needed in rare circumstances, if at all. Contractor will be solely responsible for arranging for a Second Tier Provider for any services rendered under the Second Tier . Under no circumstances will City be responsible to Contra ctor or Second Tier Provider for any amounts associated with the provision of Second Tier Service.
The Second Tier Mutual Aid Contract shall include language making the following clear:
a. In the event of a dispute between the Second Tier Provider and the Contractor, the Second Tier Provider's sole remedy is against Contractor.
b. The Second Tier Provider shall indemnify, hold harmless, and defend the City in against any claims or demands made by Contractor or other parties related to the Emergency Transportation Services utilizing language substantially similar to the indemnification set forth in this Agreement.
4. Effective June 13, 2022, Section 4 of the Agreement shall be replaced in its entirety with the following:
4. Billing
A. City will be solely responsible for the billing and collection of all amounts owed by customers/patients provided Emergency Transportation Services in the City .
City, in its discretion, will be free to bill for these services in whatever manner it may deem appr opriate, and may combine billings for various services provided.
Contractor will transmit an appropriate Electronic Patient Care Record (ePCR) to O.C. MEDS for each patient transported to an area hospital by ambulance under this agreement. Contractor will actively cooperate with City to provide whatever information or assistance City may reasonably require so that it can process customer/patient billings in a timely manner. This will include, but is not limited to, Contractor providing City with a detailed list of all the Emergency Transportation Services provided by the Contractor during the preceding month.
The specific information to be provided by Contractor in the monthly reports will be determined by City in its sole and absolute discretion and may be modified by City from time to time to meet its reasonable needs. Failure to provide accurate information in a timely manner will constitute a material breach of this Agreement.
B. The entire proceeds of all such billings and collection efforts by City will be the sole property of City. Neither Contractor nor the Second Tier Provider will have any right to the proceeds of any billings or collections for services provided under this Agreement, unless specifically authorized in writing by City.
5. Except as provided in this Amendment in the Paragraphs above , all provisions of the Agreement remain the same and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by and through their respective authorized officers.
CITY OF FULLERTON FALCK MOBILE HEALTH CORP.
____________________________ ______________________________ [FILL] Scott White, Managing Director
Date: _______________________ Date: _________________________
By: ___________________________ By: __________________________ [FILL] Mira Nielsen, Chief Financial Officer
Secretary
Date: _______________________ Date: _________________________
APPROVED AS TO FORM: APPROVED AS TO FORM:
By: ___________________________ By: __________________________ [FILL] Brian Richmond, Director-Head of
US Legal
Date: _______________________ Date: _________________________