12.18 END-TERM PROVISIONS
Contractor shall have ninety (90) days after termination of this Agreement or any lame duck period in which to supply the required audited financial statements and other such documentation necessary to facilitate the close out of this Agreement at the end of the term .
12.19 ATTORNEY'S FEES AND COSTS
If any legal action is instituted to enforce any party's rights hereunder, each party shall bear its own costs and attorney fees, regardless of who is the prevailing party. This paragraph shall not apply to those costs and attorney fees directly arising from a third-party legal action against a party hereto and payable under Indemnification and Insurance Requirements.
12.20 INDEPENDENT CONTRACTOR
A. No relationship of employer and employee is created by this Agreement ; it being understood and agreed that Contractor is an independent contractor. Contractor is not the agent or employee of the County or ICEMA in any capacity whatsoever, and County or ICEMA shall not be liable for any acts or omissions by Contractor nor for any obligations or liabilities incurred by Contractor . Contractor shall have no claim under this Agreement or otherwise, for seniority, vacation time, vacation pay, sick leave, personal time off, overtime, health insurance medical care, hospital care, retirement benefits, social security, disability, workers' compensation, or unemployment insurance benefits, civil service protection , or employee benefits of any kind.
B. Contractor shall be solely liable for and obligated to pay directly all applicable payroll taxes (including federal and state income taxes) or contributions for unemployment insurance or old age pensions or annuities which are imposed by any governmental entity in connection with the labor used or which are measured by wages, salaries or other remuneration paid to its officers, agents or employees and agrees to indemnify and hold County and ICEMA harmless from any and all liability which County or ICEMA may incur because of Contractor's failure to pay such amounts .
C In carrying out the work contemplated herein, Contractor shall comply with all applicable federal and state workers' compensation and liability laws and regulations with respect to the officers, agents and/or employees conducting and participating in the work; and agrees that such officers, agents , and/or employees will be considered as independent contractors and shall not be treated or considered in any way as officers, agents and/or employees of County or ICEMA.
D. Contractor agrees to perform their said work and functions at all times in strict accordance with currently approved methods and practices in their field and that the sole interest of ICEMA is to ensure that said service shall be performed and rendered in a competent, efficient, timely and satisfactory manner and in accordance with the standards required by ICEMA concerned.
12.21 INDEMNIFICATION
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The Contractor agrees to indemnify, defend (with counsel reasonably approved by County) and hold harmless the County and ICEMA and their authorized officers, employees, agents and volunteers from any and all claims, actions, losses, damages and/or liability arising out of this Contract from any cause whatsoever, Including the acts, errors or omissions of any person and for any costs or expenses incurred by the County or ICEMA on account of any claim except where such indemnification is prohibited by law. This indemnification provision shall apply regardless of the existence or degree of fault of indemnities. The Contractor indemnification obligation applies to the County's or ICEMA's "active" as well as "passive" negligence but does not apply to the County's "sole negligence " or "willful misconduct" within the meaning of Civil Code section 2782.
12.22 INSURANCE
Contractor shall at all times during the term of the Agreement with the County maintain in force, at minimum, those insurance policies as designated in the attached Exhibit 4 and will comply with all those requirements as stated therein. The County and all parties as set forth on Exhibit 4 shall be named as an additional insured on Contractor's auto liability, general liability, and cyber liability policies, if applicable. A Waiver of Subrogation is required for said coverage as well as Worker's Compensation.
All of Contractor's available insurance coverage and proceeds in excess of the specified minimum limits shall be available to satisfy any and all claims of the County, including defense costs and damages. Any insurance limitations are independent of and shall not limit the indemnification terms of this Agreement.
Contractor's insurance policies, including excess and umbrella insurance policies, shall include an endorsement and be primary and non-contributory and will not seek contribution from any other insurance (or self-insurance) available to County. Contractor's excess and umbrella insurance shall also apply on a primary and non-contributory basis for the benefit of the County before County's own insurance policy or self-insurance shall be called upon to protect it as a named insured.
12.23 PERFORMANCE SECURITY
A Contractor shall obtain and maintain in full force and effect, throughout the term of this Agreement, a twenty-million-dollar ($20,000,000) performance security bond or irrevocable Letter of Credit to guarantee our performance within the scope of this Agreement.
B. The performance security bond or irrevocable Letter of Credit will be payable without condition to San Bernardino County as detailed in Section 13.3, with surety acceptable to and approved by the Auditor-Controller, which bond or irrevocable letter of credit shall guarantee to the County.
C. The performance bond must be issued by a bonding company, which is an Admitted Surety Insurer under the provisions of Title 14, Chapter 2, Article 6 of the Code of Civil Procedure, commencing with Section 995.610 et seq., and licensed to conduct the business of insurance in the State of California . Such performance bond, including the bonding company issuing the bond, shall be acceptable in form and content to the County.
12.24 CONFLICTS OF INTEREST
Contractor covenants that it presently has no interest, and shall not acquire any interest, direct or indirect, which would amount to a prohibited conflict of interest under state or federal law with regards to services provided under this Agreement.
12.25 DEBARMENT AND SUSPENSION
Contractor certifies that neither it nor its principals or subcontracts is presently debarred, suspended, PAGE 72
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proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any federal department or agency. (See the following United States General Services Administration's System for Award Management website https://www.sam.gov). Contractor further certifies that if it or any of its subcontractors are business entities that must be registered with the California Secretary of State, they are registered and in good standing.
12.26 OWNERSHIP OF DOCUMENTS
A. The County and ICEMA understand that certain information pertaining to Contractor's operations are considered trade secrets and not readily apparent to the public or other organizations. The Contractor has taken substantial efforts to protect this information as well as the personal and private information of its key personnel and employees. The County and ICEMA shall not disclose or use Contractor's trade secrets without express written permission of the Contractor, except as otherwise necessary for the administration of this Agreement or as required by law.
The County and ICEMA shall not disclose or use personal and private information of Contractor's key personnel, except as otherwise permitted or required by law, without the express written permission of the person or Contractor.
B. In the event that the County or ICEMA receives a request for records pursuant to the California Public Records Act and such request involves records produced by the Contractor or containing descriptions of the Contractor's operations, it shall withhold or redact information that it reasonably believes is a trade secret under California Civil Code section 3426.1 (d), unless disclosure of such information is otherwise authorized by Contractor in writing. The County shall notify Contractor of any such Public Records Act request within five (5) days of the request. The County or ICEMA shall consult with Contractor to determine whether information is a trade secret, or otherwise exempt from disclosure. Contractor acknowledges that the County or ICEMA has an independent obligation to control the disclosure of information requested under the Public Records Act pursuant to California Government Code section 7921.005. If litigation is filed against the County or ICEMA seeking disclosure of information withheld as trade secrets, Contractor shall defend, indemnify, and hold the County or ICEMA harmless from and against all claims of liability, including attorney's fees incurred by those demanding disclosure of such documents.
12.27 MODIFICATION AND AMENDMENT
The terms of this Agreement may be modified by mutual consent of County and the Contractor in writing.
12.28 SEVERABILITY
If a court of competent jurisdiction holds any provision of this Agreement to be illegal, unenforceable, or invalid in whole or in part for any reason, the validity and enforceability of the remaining provisions, or portions of them, will not be affected, unless an essential purpose of this Agreement would be defeated by the loss of the illegal, unenforceable, or invalid provision.
12.29 ASSIGNMENT
A. A consideration of this Agreement is the personal reputation of both parties; therefore, Contractor shall not assign any interest in this Agreement or subcontract any of the services PAGE 73
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Contractor is to perform hereunder without the prior written consent of County. Consent may be withheld at the County's sole discretion. At County's request, Contractor shall provide information regarding the subcontractor's qualifications and a listing of a subcontractor's key personnel including. The inability of the assignee to provide personnel equivalent in experience, expertise, and numbers to those provided by Contractor, or to perform any of the remaining services required under this Agreement within the same time frame required of Contractor .
B. If Contractor changes its status during the term of this Agreement from or to that of a corporation , limited liability partnership, limited liability company, general partnership, or sole proprietorship, such change in organizational status shall be viewed as an attempted assignment of this Agreement by Contractor. Failure of Contractor to obtain approval of such assignment under this Paragraph shall be viewed as a material breach of this Agreement.
12.30 THIRD PARTY BENEFICIARIES.
Nothing contained in this Agreement shall be construed to create any rights in third parties and the parties do not intend to create such rights.
12.31 ELECTRONIC SIGNATURES.
This Contract may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute one and the same Contract.
The parties shall be entitled to sign and transmit an electronic signature of this Contract (whether by facsimile, PDF or other mail transmission), which signature shall be binding on the party whose name is contained therein. Each party providing an electronic signature agrees to promptly execute and deliver to the other party an original signed Contract upon request.
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SECTION XIII - BREACH AND PROVISIONS FOR TERMINATION
13.1 MATERIAL BREACH AND PROVISIONS FOR TERMINATION OF THIS AGREEMENT A. County shall have the right to terminate or cancel this Agreement or to pursue any appropriate legal remedy in the event Contractor materially breaches this Agreement and fails to correct such material breach within thirty (30) days following the service on it of a written notice by County specifying the material breach complained of and the date of intended termination of rights hereunder absent cure.
B. County reserves the right to immediately terminate or cancel this Agreement if in the determination of ICEMA Executive Officer's continued service by Contractor poses an imminent threat to the general public health and safety.
13.2 DEFINITIONS OF BREACH
A. Conditions and circumstances that shall constitute a material breach by Contractor shall include but not be limited to the following:
(1) Willful failure of Contractor to operate the emergency and advanced life support (ALS) ambulance services including 911 emergency response system in a manner which enables County or Contractor to remain in substantial compliance with the requirements of the applicable federal, state, and County laws, rules, and regulations. Individual minor infractions of such requirements shall not constitute a material breach, but such willful and repeated breaches shall constitute a material breach.
(2) Willful falsification of data supplied to County by Contractor during the course of operations, including by way of example but not by way of exclusion, dispatch data, patient report data, response time data, financial data, or falsification of any other data required under Agreement.
(3) Willful failure by Contractor to maintain equipment in accordance with good maintenance practices.
(4) Deliberate and unauthorized scaling down of operations to the detriment of performance by Contractor during a "lame duck" period.
(5) Willful attempts by Contractor to intimidate or otherwise punish employees who desire to sign contingent employment contracts with competing Bidders during a subsequent proposal cycle.
(6) Willful attempts by Contractor to intimidate or punish employees who participate in protected concerted activities, or who form or join any professional associations. (7) Chronic and persistent failure of Contractor's employees to conduct themselves in a professional and courteous manner, or to present a professional appearance. (8) Willful failure of Contractor to comply with approved rate setting, billing, and collection procedures.
(9) Repeated failure of Contractor to meet response time compliance, meet in good faith to collaboratively address outliers, and/or Clinical Performance Measure requirements after receiving notice of non-compliance from ICEMA Administrator.
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(10) Repeated failure of Contractor to pay any liquidated damages to ICEMA on or before the 30th day after receipt of the invoice.
(11) Failure to employ Key Personnel or suitable replacement(s) approved by and performing to the satisfaction of ICEMA Administrator and/or ICEMA Medical Director at any time during the course of this Agreement term.
(12) Failure of Contractor to provide and maintain the required insurance as described in Exhibit 4.
(13) Repeated failure to provide data and/or reports generated in the course of operations, including, but not limited to, dispatch data, patient care data, response time data, or financial data, within the time periods specified.
(14) Any failure of performance, clinical or other, which is determined by the ICEMA Administrator and confirmed by the ICEMA Medical Director to constitute an imminent threat to the general public health and safety.
(15) Failure of Contractor to comply with the vehicle lease provisions, if applicable.
13.3 COUNTY'S REMEDIES
A. Termination:
(1) If conditions or circumstances constituting a material breach exist, County shall have all rights and remedies available at law and in equity, specifically including the right to terminate this Agreement. Termination shall not affect any rights or obligations of the parties that accrued prior to the date of termination.
(2) In the event of an uncured material breach, County shall also have the right to demand and draw upon the performance security bond or irrevocable letter of credit in full.
B. Emergency Takeover
(1) The County shall have the right to pursue Contractor for damages and the right of Emergency Takeover including, but not limited to as set forth in Section XIII in accordance with Section 13.7 of this Agreement.
(2) All County's remedies shall be non-exclusive and shall be in addition to any other remedy available to the County.
13.4 PROVISIONS FOR CURING MATERIAL BREACH
A. Specifications:
(1) In the event the County Board of Supervisors determines that there has been a material breach by Contractor of the standards and performances as described in this Agreement, which breach represents an imminent threat to the general public health and safety, such action shall constitute a material breach of this Agreement. In the event of a material breach, County shall give Contractor written notice, by regular mail, return receipt requested, setting forth with reasonable specificity the nature of the material breach. (2) Except where ICEMA Administrator determines that the breach presents an imminent threat to the general public health and safety requiring an immediate termination of this Agreement, PAGE 76
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Contractor shall have the right to cure such material breach within thirty (30) days of delivery of such notice and the reason such material breach endangers the public's health and safety.
However, within forty-eight (48) hours of receipt of such material breach notice, Contractor shall deliver to ICEMA, in writing, a plan of action to cure such material breach. If, within ICEMA's sole determination , Contractor fails to cure such material breach within the period allowed for cure or Contractor fails to deliver the cure plan to ICEMA within 48 hours, ICEMA may take over Contractor's operations in accordance with Section 13.7 of this agreement.
Contractor shall cooperate completely and immediately with ICEMA to affect a prompt and orderly transfer of all responsibilities to ICEMA.
(3) Contractor shall not be prohibited from disputing any such finding of material breach through litigation, provided, however that such litigation shall not have the effect of delaying, in any way, the immediate takeover of operations by the County. These provisions are specifically stipulated and agreed to by both parties as being reasonable and necessary for the protection of public health and safety , and any legal dispute concerning the finding that a (4) Emergency Takeover has been completed.
(5) Contractor's cooperation with and full support of such Emergency Takeover shall not be construed as acceptance by Contractor of the findings and material breach and shall not in any way jeopardize Contractor's right of recovery should a court later find that the declaration of material breach was made in error. However, failure on the part of Contractor to cooperate fully with the County to affect a smooth and safe takeover of operations, shall itself constitute a breach of this Agreement, even if it was later determined that the original declaration of material breach by the County was made in error.
(6) For any material breach by Contractor, which does not endanger public health and safety, or for any material breach by County, which cannot otherwise be resolved, early termination provisions that may be agreed to by the parties will supersede these specifications.
13.5 NO WAIVER
No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure, right or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.
13.6 TERMINATION
A. Written Notice:
(1) This Agreement may be canceled immediately by written mutual agreement of the Contractor and the County.
B. Failure to Perform:
(1) If Contractor fails to cure a material breach under the terms of Section 13.4 or the County invokes an Emergency Takeover in accordance with Section 13.7 of this Agreement, County, upon written notice to Contractor, may immediately terminate this Agreement. In the event of such termination, ICEMA may proceed with the Scope of Work (as detailed in the Request for Proposals [RFP] Section IV) in any reasonable manner it chooses. The cost to County of completing Contractor's performance shall be partially supported by securing any sum due Contractor under this Agreement or from third-party payors or clients who have paid PAGE 77
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Contractor a fee for services within San Bernardino County, without prejudice to County's rights otherwise to recover its damages . ICEMA and Contractor may meet and confer regarding the County's assumption of sums due to Contractor.
13.7 EMERGENCY TAKEOVER
A. Specifications:
(1) In the event ICEMA reasonably determines that an actual, anticipated or threatened material breach has or will occur, or that a labor dispute has prevented performance, and if the nature of the breach is, in the ICEMA Executive Officer's sole determination, such that general public health and safety are endangered, and after Contractor has been given notice and reasonable opportunity to correct the deficiency (as outlined in Section 13.1 ), the matter shall be presented to the Board of Supervisors. If the Board concurs that a breach has occurred, and that general public health and safety would be endangered by allowing Contractor to continue its operations, Contractor shall cooperate fully with County to affect an immediate takeover by ICEMA of Contractor's ambulances, comfort stations, and accounts receivables .
Such takeover shall be effective within not more than 72 hours after Board of Supervisors' action.
(2) In the event of an Emergency Takeover, County may lease for a period of twelve (12) months any and all service vehicles used by the Contractor in the performance under the Agreement, including, but not limited to, fully equipped ambulances and Supervisor vehicles, in accordance with the lease form attached as for one dollar ($1.00) per month per vehicle, see Exhibit 7. County may also lease Contractor's comfort stations for one dollar ($1.00) per month per station. County shall have full use of vehicles and equipment and may, at County's sole option , hire another company or entity approved by ICEMA to manage ambulance operations until a replacement provider for the EOA is selected through a procurement process conducted by ICEMA in accordance with the California Emergency Medical Services Authority (EMSA) requirements .
(3) Contractor shall fully cooperate if County elects to lease any or all service vehicles pursuant to the above provision. Alternatively, County may elect to purchase the vehicles at their depreciated value as of the date of such election. County shall have sole discretion as to which vehicles it leases, subleases, or purchases pursuant to these provisions. (4) Contractor shall deliver ambulances and comfort stations to ICEMA in mitigation of any damages to County resulting from Contractor's material breach. All funds recovered, and equipment leased, subleased, or purchased from Contractor by County will be used for the sole purpose of ensuring continuous emergency ambulance services, including 911 emergency response . Examples of how funds will be used are: personnel salaries and benefits , equipment and supplies, building and vehicle lease payments , and insurance premiums .
(5) ICEMA shall have the right to authorize the use of Contractor's vehicles, equipment and comfort stations by another company or entity. Should County require a substitute Contractor to obtain insurance on equipment, vehicles, or rest stations, or should County choose to obtain insurance on vehicles/equipment/rest stations, Contractor shall be a "Named Additional Insured" on the policy, along with the appropriate endorsements and cancellation notice .
(6) All of Contractor's vehicles and related equipment necessary for provision of emergency PAGE 78
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ambulance services, including 911 emergency response under this Agreement will be delivered to ICEMA during an Emergency Takeover period. Contractor shall maintain and provide to ICEMA a listing of all vehicles used in the performance of this Agreement, including reserve vehicles, their license numbers, and name and address of lien holder, if any, and all comfort station locations. Changes in lien holder, as well as the transfer, sale, or purchase of vehicles used to provide emergency ambulance services, including 911 emergency response hereunder shall be reported to ICEMA within thirty (30) days of said change, sale, transfer or purchase. Contractor shall inform and provide a copy of takeover provisions contained herein to lien holder(s) within five (5) days of Emergency Takeover.
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IN WITNESS WHEREOF, the San Bernardino County and the Contractor have each caused this Contract to be subscribed by its respective duly authorized officers, on its behalf.
SAN BERNARDINO COUNTY
►
Dawn Rowe, Chair, Board of Supervisors
Dated:
SIGNED AND CERTIFIED THAT A COPY OF THIS
DOCUMENT HAS BEEN DELIVERED TO THE
CHAIRMAN OF THE BOARD
By_ -
Lynna Monell
Clerk of the Board of Supervisors
of San Bernardino County
Deputy
FOR COUNTY USE ONLY
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Date __ ~/~1_-_2_8_-_Z._3 ____ _ _ Date ___________ _ Date ------- ----- PAGE 80
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EXHIBIT 1 - DEFINITIONS
Accredited Center of Excellence (ACE) -Accreditation awarded by International Academies of Emergency Dispatch to dispatch centers that show clear evidence of compliance and consistent performance to standards .
Advanced Life Support (ALS) - Special services designed to provide definitive pre-hospital emergency medical care as defined in Health and Safety Code Section 1797.52, including, but not limited to, cardiopulmonary resuscitation, cardiac monitoring, cardiac defibrillation, advanced airway management, intravenous therapy, administration of specified drugs and other medicinal preparations, and other specified techniques and procedures administered by authorized personnel under the direct supervision of a base hospital.
Agreement - The contract between San Bernardino County and Contractor awarded pursuant to an RFP.
ALS Unit - An ambulance specially equipped to provide advanced life support services , staffed by at least one EMT and one Emergency Medical Technician (EMT)-Paramedic.
Ambulance - Any vehicle specially constructed , modified, or equipped licensed by the California Highway Patrol if required and used for transporting sick, injured, infirmed, or otherwise incapacitated person and capable of supporting Basic Life Support (BLS) or a higher level of care.
Ambulance Unit - An ambulance staffed with qualified personnel and equipped with appropriate medical equipment and supplies.
Ambulance Zone - The Comprehensive Service Area for San Bernardino County includes (EOAs 1, 2, 3, 4, Sb, 6, 7, 8, 9, 11 and 12a). The Comprehensive Service Area includes 11 EOAs.
Automated External Defibrillation (AED) - A procedure to deliver electrical shock and convert specific heart rhythms back to normal; used by the public, public safety, and BLS providers.
Ambulance Service - The furnishing, operating, conducting, maintaining, advertising, or otherwise engaging in or professing to be engaged in the transportation of patients by ambulance.
AVL - Automatic vehicle locator.
Bariatric Ambulance - An ambulance vehicle modified to carry the severely obese. They have extra-wide interiors and carry "bariatric stretchers" and specialized lifting gear that is capable of carrying very large patients.
Basic Life Support (BLS) - Health and Safety Code Section 1797.60, Emergency first aid and cardiopulmonary resuscitation procedures which, as a minimum, include recognizing respiratory and cardiac arrest and starting the proper application of cardiopulmonary resuscitation to maintain life without invasive techniques until the patient may be transported or until advanced life support is available.
Business Day - Monday through Friday except for holidays as observed per the California Government Code 6700 et seq., or by San Bernardino County.
Cal OSHA - As defined in Health and Safety Code Section 1797.60.
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California Division of Occupational Safety and Health Agency (CAL OSHA) - State agency that protects and improves the health and safety of working individuals in California.
Call Reception - The process of answering the telephone and processing information for the caller in an emergency dispatch center.
Call Prioritization - A process in which service requests are prioritized based on predefined and audited criteria.
Cardiopulmonary Resuscitation (CPR) -An emergency procedure that combines chest compressions often with artificial ventilation in an effort to manually preserve intact brain function.
CARES - The Cardiac Arrest Registry to Enhance Survival or CARES was initiated in 2004 as an agreement between the Center for Disease Control and Prevention and the Department of Emergency Medicine at Emory University. CARES was developed to help communities determine standard outcome measures for out-of-hospital cardiac arrest locally allowing for quality improvement efforts and benchmarking capability to improve care and increase survival.
Commission on Accreditation of Ambulance Services (CAAS) - An independent Commission established to set a comprehensive series of standards for the ambulance service industry designed to help increase operational efficiency and decrease risk and liability across the entire spectrum of the organization.
Comprehensive Service Area - The Comprehensive Service Area for this Agreement includes (EOAs 1, 2, 3, 4, Sb, 6, 7, 8, 9, 11 and 12a).
Computer-Aided Dispatch (CAD) - A system consisting of but not limited to associated hardware and software to facilitate call taking, system status management, unit selection, ambulance coordination, resource dispatch and deployment, event time stamping, creation, and real-time maintenance of incident database, and providing management information.
Continuous Quality Improvement (CQI) - The approach to quality management that builds upon traditional quality assurance methods by emphasizing the organization and systems.
Contract Materials - Finished or unfinished documents, data, studies, maps, photographs, reports, specifications, lists, manuals, software, and other written or recorded materials produced or acquired by the Contractor pursuant to the Contract for or on behalf of the County, whether or not copyrighted.
Contract - The agreement between San Bernardino County, and Contractor awarded pursuant to an RFP.
Contractor - The person or entity awarded a Contract in conformance with the terms of this agreement and any subsequently agreed-upon terms.
County Data - All information, data, and other content, including Confidential Information and other information whether or not made available by ICEMA, San Bernardino County or San Bernardino County's agents, representatives, or users, to a Contractor or potential Contractor or their employees, agents, or representatives, and any information, data and content directly derived from the foregoing, including data reflecting user access or use.
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County Systems - The information technology infrastructure of San Bernardino County or any of its designees, including computers, software, databases, networks, and related electronic systems.
County - San Bernardino County
Critical Care Transport (CCT) -Ambulances staffed with a paramedic or registered nurse, trained at the critical care transport level to provide a higher level of care to patients being transported between licensed healthcare facilities. ICEMA Policy 8020 also allows for a Respiratory Therapist as part of a CCT team.
Deployment - The procedures by which ambulances are distributed throughout the service area.
The deployment includes the locations at which the ambulances are placed (or posted) and the number of ambulances placed in service for the particular time period.
Dispatch Time - Common unit of measurement from receipt of a call until a unit has been selected and notified it has an assignment.
Electronic Patient Care Report (ePCR) - A document that records patient information, assessment , care, treatment, and disposition by prehospital personnel.
Emergency - Any real or self-perceived event that threatens life, limb, or well-being of an individual in such a manner that a need for immediate medical care is created.
Emergency Air Ambulance -An aircraft with emergency medical transport capabilities staffed with at least two (2) ALS providers.
Emergency Ambulance - Any vehicle meeting California regulatory standards that is equipped or staffed for emergency transportation .
Emergency Call - A real or self-perceived event where the EMS system is accessed by the 911 emergency access number, a ?-digit non-emergency line, or an interfacility transfer where the patient's health or well-being could be compromised if the patient is held at the originating facility.
Emergency Department (ED) - An approved receiving department within a licensed hospital.
Emergency Medical Dispatch (EMD) - Personnel trained to state and national standards on emergency medical dispatch techniques including call screening, call, and resource priority, and pre-arrival instruction .
EMS Agency - San Bernardino County has joined with Mono and Inyo counties through a Joint Powers Author ity (JPA) to create a collective EMS Agency known as Inland Counties Emergency Medical Agency (ICEMA).
EMS Medical Director-shall mean the ICEMA Medical Director, contracted to oversee the medical control and quality assurance programs of the EMS System.
Emergency Medical Services (EMS) - This refers to the full spectrum of pre-hospital care and transportation (including interfacility transports), encompassing bystander action (e.g., CPR), priority dispatch and pre-arrival instructions, first response and rescue service, ambulance services , and on-line medical control.
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EMS System - The EMS System consists of those organizations, resources, and individuals from whom some action is required to ensure a timely and medically appropriate response to medical emergencies.
Emergency Medical Technician (EMT) - An individual trained in all facets of basic life support according to standards prescribed by the California Code of Regulations and who has a valid certificate issued according to that code.
Emergency Medical Technician-Paramedic (EMT-P) - Individual whose scope of practice to provide ALS is according to the California Code of Regulations and who has a valid license issued according to the California Health and Safety Code.
Enroute - The elapsed time from unit alert to unit enroute.
Exclusive Operating Area (EOA) - An EMS area or subarea defined by the emergency medical services plan for which a local EMS Agency, upon the recommendation of a county, restricts operations to one or more emergency ambulance services or providers of limited advanced life support or advanced life support as defined in California Health and Safety Code Section 1797.85.
Fire First Responder - BLS and ALS Fire departments in San Bernardino County.
First Responder ALS - Advanced Life Support fire departments or Contractor provided Quick Response Vehicle (QRV) in San Bernardino County.
First Responder BLS - Basic Life Support fire departments in San Bernardino County.
First Responder - An agency with equipment and staff (e.g., fire department, police, or non transporting ambulance unit) with personnel capable of providing appropriate first responder pre hospital care.
Force Majeure - An event or circumstance not caused by or under the control of a party, and beyond the reasonable anticipation of the affected party, which prevents the party from complying with any of its obligations under the contract, including acts of God, fires, floods, explosions, riots, wars, hurricane, sabotage, terrorism, vandalism, accident, governmental acts, and other events.
Fractile Response - A method of measuring ambulance response times in which all-applicable response times are stacked in ascending length. Then, the total number of calls generating response is calculated as a percentage of the total number of calls. A 90th percentile, or 90 percent, the standard is most commonly used.
Geographical Information Systems (GIS) -A framework for gathering , managing , analyzing and mapping data.
Global Positioning System (GPS) - A system that utilizes satellite data to determine location.
Health Insurance Portability and Accountability Act (HIPAA) - Legislation that provides data privacy and security provisions for safeguarding medical information.
Incident Command System (ICS) - Standardized approach to the command, control, and coordination of emergency response providing a common hierarchy within which responders from multiple agencies can be effective.
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ICEMA Policies and Protocol Manual - The policies and protocols directing the medical operations of emergency medical services for ICEMA participants. http://www.sbcounty.gov/icema/main/ policies and protocols.aspx Inland Counties Emergency Medical Agency (ICEMA) - The regional EMS agency representing San Bernardino, Inyo, and Mono Counties .
Inter-Facility Transports (IFT) -Ambulance transports between healthcare facilities, typically non emergency following EMS Agency Policy.
Key Employee - Employees of the Contractor jointly identified by ICEMA and the Contractor as possessing unique skill and experience that was a material consideration in EMS Agency's decision to award a contract.
LEMSA - Local EMS Agency
Medical Priority Dispatch System (MPDS) - A set of established protocols utilized by dispatchers to determine the level of response necessary.
MDC - Mobile data computer (also known as MDT- Mobile Data Terminal) Multi-Casualty Incident (MCI) - An event has taken place that results in more victims than are normally handled by the system . The event takes place within a discrete location and does not involve the entire community. It is expected that the number of victims would range from 6 to 50 and that the system would be overwhelmed, including delays in treatment of patients with relatively minor injuries or illnesses.
Medical Base Hospital - The source of direct medical communications with and supervision of the immediate field emergency care performance by EMTs or EMT-Paramedics.
Medical Director- The San Bernardino County ICEMA Medical Director, contracted to oversee the medical control and quality assurance programs of the EMS System.
Medical Protocol - Written standards for patient medical assessment and management.
Mutual Aid/Mutual Assistance - Refers to 1) responses into the San Bernardino County Comprehensive Service Area from a ground transport provider outside the EOA for the purpose of assisting the Contractor with emergency and/or non-emergency requests for service ; 2) responses by the Contractor to service areas outside the San Bernardino County Comprehensive Service Area for the purpose of assisting the ground transport provider in an adjacent service area.
National Incident Management System (NIMS) - A systematic, proactive approach to guide departments and agencies at all levels of government, non-governmental organizations, and the private sector to work together seamlessly.
Occupational Safety and Health Agency (OSHA) - Federal agency that protects and improves the health and safety of working individuals .
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Online Compliance Utility (OCU) - Software that interprets real-time CAD and ePCR data to produce reports and online tools to track EMS system effectiveness and compliance.
On-Scene - The time when a unit communicates to dispatch that it has arrived at the address of the call. Normally, this is when the vehicle has stopped. If staging is required for crew safety, at scene is determined when the unit reaches a safe distance from the call and waits for law enforcement to determine it is safe to enter. If an off-road location, such as a park or private road with gated access, at scene is determined by reaching the end of a paved roadway or closed gate.
Paramedic - An individual trained and licensed to perform advanced life-support (ALS) procedures under the direction of a physician. Also, known as an EMT-P.
Peak-Load Staffing - The design of shift schedules and staffing plans so that coverage by crews matches the System Status Plan's requirements . (NOTE: peak-load demand will trigger peak-load staffing coverage.)
Post - A designated location for ambulance placement within the System Status Plan (SSP).
Depending upon its frequency and type of use, a "post" may be a facility with sleeping quarters or day rooms for crews, or simply a street-corner or parking lot location to which units are sometimes deployed.
Priority Dispatching - A structured method of prioritizing requests for an ambulance and first responder services, based upon highly structure telephone protocols and dispatch algorithms. Its primary purpose is to safely allocate available resources among competing demands for service.
Priority 1 Call -A potentially Life-Threatening Emergency Response Priority 2 Call -A non-Life-Threatening Emergency Response Priority 3 Call - A non-Emergency Response
Priority 4 Call - A non-Emergency interfacility Transport Productivity - The measures of work used in the ambulance industry that compare the used resources (unit hours) with the production of the work product (patient transports). Productivity is expressed and calculated by determining the number of transports per unit-hours.
PST - Pacific Standard Time, including Pacific Daylight Time when in effect.
Public Access Defibrillation (PAD) - A program that places automatic external defibrillators throughout communities.
Quick Response Vehicle (QRV) - A QRV is an authorized emergency non transport vehicle equipped at the ALS level.
ReddiNet - A web-based program designed to address resource management needs providing users the ability to understand the operational status of a hospital or emergency department in order to make critical operational decisions.
Release at Scene (RAS) - Patients refusing treatment and/or transport when the paramedic agrees PAGE 86
637
there is no need for care.
Response Time - The actual elapsed time between receipt by the Contractor of a call that an ambulance is needed and the arrival of the ambulance at the requested location.
Response Zone - Geographic areas classified as Urban, Suburban, Rural, and. Wilderness as determined by population density. Response zones have differing response times.
ST-Elevation Myocardial Infarction (STEM!) - A heart attack caused by the complete blockage of a heart artery.
Standardized Emergency Management System (SEMS) - A structure for coordination between the government and local emergency response organizations.
System Standard of Care - The combined compilation of all priority-dispatching protocols, pre arrival instruction protocols, medical protocols, protocols for selecting destination hospitals, standards for certification of pre-hospital personnel, as well as standards governing requirements for on- board medical equipment and supplies, and licensing of ambulance services and first responder agencies. The System Standard of Care simultaneously serves as both a regulatory and contractual standard .
System Status Management - A management tool to define the "unit hours" of production time, their positioning and allocation, by hour and day of week to best meet demand patterns.
System Status Plan (SSP) -A planned protocol or algorithm governing the deployment and event driven redeployment of system resources, both geographically and by time of day/day of week .
Transport Volume - The actual number of requests for service that result in patient transport.
Unit Activation Time - The time interval on an ambulance call measured from the time the ambulance crew is first notified to respond until it is enroute to the scene.
Unit Hour - One hour of service by fully equipped and staffed ambulance assigned to a call or available for dispatch.
Unit Hour Utilization (UHU) Ratio - A measurement that is calculated by dividing the number of responses initiated during a given period of time by the number of unit hours (hours of service) produced during the same period of time. Special event coverage and certain other classes of activity are excluded from these calculations.
Utilization - A measure of work that compares the available resources (unit-hours) with the actual time that those unit-hours are being consumed by productive activity. The measure is calculated to determine the percentage of unit-hours actually consumed in productivity with the total available unit-hours.
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EXHIBIT 2-CONTRACTOR'S RATE STRUCTURE
Contractor shall be entitled to charge the following rate structure listed in Table 2.A:
Table 2A
Projected Rate Structure
FY 2024-2025
Ambulance Rate Components Collective Service Area (CSA) Inclusive Rates
(Includes Urban. Suburban. Rural. and W1lclernessJ
Mileage (A0425) $ 66.02
ALS Non- Emergency Base Rate $ 3,546.66 (A0426)
ALS Emergency Base Rate $ 4,053.33 (A0427l
BLS Non-Emergency Base Rate $ 2,533.33 (A0428)
BLS Emergency Base Rate $ 3,166.66 (A0429)
ALS 2 Base Rate (A0433) $ 4,433.33
Critical Care Transport Base $ 5,066.66 Rate (A0434)
Oxygen $ 350.00
Night Charge $ 400.00
Wait Time $ 50.00
EKG $ 225.00
12 Lead EKG $ 250.00
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EXHIBIT 3 - SAN BERNARDINO COUNTY RESPONSE ZONE MAPS
Definition of Response Zone:
1. Urban - Census places with a population density of 101 to 500 persons per square mile; or census tracts and enumeration districts without census tracts which have a population density of 101 to 500 persons or more per square mile.
2. Suburban - Census places with a population density of 51 to 100 persons per square mile; or census tracts or enumeration districts without census tracts which have a population density of 51 to 100 persons per square mile.
3. Rural - Census places with a population density of 7 to 50 persons per square mile; or census tracts or enumeration districts without census tracts with a population density of seven to 50 persons per square mile.
4 . Wilderness - Census tracts or enumeration districts without census tracts that have a population of less than seven persons per square mile.
Electronic versions (GIS Shape files) of the maps below are available at:
https://www.dro pbox.com/scl/fo/ p3krg3bv2 r5ogya1 oh3xs/h?rlke y=q27k rj8wlr2uu qi2u8 i6va5af&d l=O Note: Maps were derived from 2020 Census data.
The following maps make up the Comprehensive Service Area EOAs EOA 1
···,
' ' I ,-•1 . .. --- - 1
,_. ;:.· -,:
SAN BERNARDINO COUNTY
AMBULANCE EXCLUSIVE OPERATlt-.'G AREA ANO U?O ... TEO RESPOl',ISE TIME EOAO I
■ U1Jall.Qll : 50 I Rur ... 29.~
··SUburben. 1 ◄ : 59a1iW oerne. . 5i.58
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EOA2
EOA3
t: t'f\:::-,_;-
t:·.i,
..,...,
-
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.....
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SAN BERNARDINO COUNTY
AMBULANCE EXCLUSIVE OPERAllNG AREA AND UPDAlED RESPONSE TIME EOA02
SAN BERNARDINO COUNTY
AMBUIANCE EXCLUSIVE OPERATING AREA AND UPDATED RESPONSE TIME E0A03
'·I i I •
I i ·
-
r
1 1.kban: 09;58 ■ R1n1: 29:50
l &b..uten: 1 ◄ :59 ■Widernets: 59:59
I Urban: 08:59 ■ Rufal: 29:59
Sm.rbarJ· 1•:59WWlldemess· 59·58
PAGE 90
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EOA4
---__ ,
EOA5b
J
i
l
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i ;
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SAN BERNARDINO COUNTY
AMBULANCE EXCLUSIVE OPERATING AREA ANO UPDATED RESPONSE ll/,,\E EOA05b
I Urban.09:~
lilSubtnban: 14:59 ■ Wildemeu: 59:59
I Urban: 09:59 I R1m11· 29-_59
IISVt:Mbim: 14:59 ■ V'llldemKs: 59:59
PAGE 91
642
EOA6
~ '-
j
·- -
EOA7
SAN BERNARDINO COUNTY
AMBULANCE EXCLUSIVE OPERATING AREA AND UPDATED RESPONSE TIME EOA06
SAN BERNARDINO COUNTY
AMBULANCE EXCLUSIVE OPERATING AREA AND UPDATED RESPONSE Tl~E EOA07
Suburban 14:59 ■Mdemes6· 59:59
■ Ulban: 09:59 ■ Rural; 29.59
51.Durbun: 14:59 ■ Wtloemes&· 59:58
PAGE 92
643
EOA8
EOA9
\ .
r\
SAN BERNARDINO COUNTY
,.
--=~_:-:....:..
! ; ~ - ,. ~
AMBULANCE EXCLUSIVE OPERATING AREA ANO UPDATED RESPONSE TIME EOAOB
'_-:,-,'
.. I:" - !
~{~~-;J:
I Urt:Jan: 09:59 ■ Rural ; 29·59
BSubutban. l ◄ : 59 1 Wlldemess: 59.59
PAGE 93
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EOA 11
EOA 12a
~ ~llllWill ":?r "': p
SAN BERNARDINO COUNTY
AMSUlANCE EXCLUSIVE OPERATING AREA AND UPDATED RESPONSE TIii£ EOA 11
~ SAN BERNARDINO COUNTY
AMBUlANCE EXCLUSIVE OPERATING AREA AND UPD.-.TED RESPONSE TIME EOA 120
■ Urban: 09:58 • Rinl:29:59
··&,borben: 1,:se ■ 'WlldemeK· 59:58
PAGE 94
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Comprehensive Service Area
\
-•
./ .
I
' SAN BERNARDINO COUNTY
AMBULANCE EXCLUSIVE OPERA!ING AREA AND UPDATED RESPONSE TIME EOAsOI to 120
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646
EXHIBIT 4 - MINIMUM INSURANCE REQUIREMENTS
Contractor shall provide proof of insurance or a letter from their insurance company/underwriter of their ability to obtain and maintain the minimum insurance coverage in full force and effect throughout the term of this Agreement, and thereafter as to matters occurring during the term of this Agreement. If Contractor is self-insured, Contractor shall document its capability to provide similar coverage or assurance of coverage consistent with the insurance requirements.
General Liability
(Including operations,
products, and completed
operations, as
applicable.}
Automobile Liability
Workers' Compensation
The Contractor shall carry General Liability Insurance covering all operations performed by or on behalf of the Contractor providing coverage for bodily injury and property damage with a combined single limit of not less than five million dollars ($5,000,000} , per occurrence. The policy coverage shall include:
I a. Premises operations and mobile equipment.
I b. Products and completed operations .
' c. Broad form property damage (including completed operations) . d. Explosion , collapse, and underground hazards.
e. Personal injury.
f. Contractual liability.
g. $10,000,000 general aggregate limit.
Primary insurance coverage shall be written on an International Organization for Standardization (ISO) Business Auto coverage form for all owned, hired, and non- owned automobiles or symbol 1 (any auto).
The policy shall have a combined single limit of not less than five million dollars ($5,000,000) for bodily injury and property damage , per occurrence.
If the Contractor is transporting one or more non-employee passengers in performance of contract services, the automobile liability policy shall have a combined single limit of ten million dollars ($10,000,000) for bodily I injury and property damage per occurrence.
A program of Workers' Compensation insurance or a state-approved, self-insurance program in an amount and form to meet all applicable requirements of the Labor Code of the State of California, including Employer's Liability with $250,000 limits covering all persons including volunteers providing services on behalf of the Contractor and all risks to such persons under this contract.
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Umbrella Liability
Insurance
Employers' Liability
Professional Liability
(Errors and Omissions)
Abuse/Molestation
Insurance
An umbrella (over primary) or excess policy may be used to comply with limits or other primary coverage requirements. When used, the umbrella policy shall apply to bodily injury/property damage, personal injury/advertising injury and shall include a "dropdown" provision providing primary coverage for any liability not covered by the primary policy. The coverage shall also apply to automobile liability. 1
I
1 $1,000,000 - each accident, $1,000,000 policy limit bodily injury by I disease,
I I
$1,000,000 each employee bodily injury by disease.
Professional Liability - Professional Liability Insurance with limits of not less than ten million ($10,000,000) per claim and twenty million ($20,000,000) aggregate limits.
or
I Errors and Omissions Liability Insurance - Errors and Omissions Liability ; Insurance with limits of not less than ten million ($10,000,000) and twenty 1 million ($20,000,000) aggregate limits
I I or
1 If insurance coverage is provided on a "claims made" policy, the I "retroactive date" shall be shown and must be before the date of the start ' of the contract work. The claims made insurance shall be maintained or 1 "tail" coverage provided for a minimum of five (5) years after contract completion.
Contractor shall have abuse or molestation insurance providing coverage for all employees for the actual or threatened abuse or molestation by anyone of any person in the care, custody, or control of any insured, 1 including negligent employment, investigation, and supervision . The policy shall provide coverage for both defense and indemnity with liability limits of not less than one million dollars ($1,000,000) with a two million dollars ($2,000,000) aggregate limit.
I
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Environmental Liability
---
Cyber Liability
Performance Security
In addition to the Basic Requirements/Specifications for all Contracts, any contract that involves the use, handling, transportation, storage, I abatement, containment or testing of any substance that is potentially toxic I or hazardous to the environment, including but not limited to, those listed i as hazardous by the United States Department of Transportation or the CAL OSHA "Director 's list of Hazardous Substances " or listed as II radioactive by the Nuclear Regulatory Commission , shall have the 1 following additional requirements:
I
I a. Environmental Liability Insurance with a combined single limit of not less than five million ($5,000,000) per claim or occurrence and a separate aggregate for the contract project. The required additional l insured endorsement shall protect the County without any restrictions .
b. If insurance coverage is provided on a "claims made" policy, the "retroactive date" shall be shown and must be before the date of the start of the contract work. The claims made insurance shall be t
maintained or "tail" coverage provided for a minimum of five (5) years after contract completion.
Cyber Liability Insurance with limits of no less than $1 ,000,000 for each occurrence or event with an annual aggregate of $5,000 ,000 covering privacy violations, information theft, damage to or destruction of electronic information, intentional and/or unintentional release of private information, alteration of electronic information, extortion , and network security. The policy shall protect the involved County entities and cover breach response cost as well as regulatory fines and penalties .
The Proposer must be able to obtain and maintain in full force and effect, throughout the term of the contract a performance guarantee in the form of a performance security bond or an irrevocable Letter of Credit, in the amount of twenty million dollars ($20,000,000) payable without condition to San Bernardino County , with surety acceptable to and approved by the Auditor-Controller, which bond or irrevocable letter of credit shall guarantee to the County full and faithful performance of all of the terms and provisions of this contract to be performed by the Contractor , and as said contract may be amended , supplemented or extended .
If using a performance bond, it must be issued by a bonding company, which is an Admitted Surety Insurer under the provisions of Title 14, Chapter 2, Article 6 of the Code of Civil Procedure, commencing with Section 995.610 et seq. , and licensed to conduct the business of insurance in the State of California. Such performance bond, including the bonding company issuing the bond, shall be acceptable in form and content to the County .
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EXHIBIT 5 - RESPONSE TIME & LIQUIDATED DAMAGES
FirstWatch OCU will provide the format for response time compliance and calculation of liquidated damages. For additional information on liquidated damages and response times, see Section 5.8.
Advanced Life Support and Basic Life Support response times per response area :
Response Priority Urban Suburban Rural Wilderness
Code 3 ALS 9:59 14:59 29:59 59:59
Code 2 ALS/BLS 15:59 22:59 44:59 99:59
Extended response times apply only to Code 2 and 3 priority level calls:
Extended Response Times
Priority Urban Suburban Rural Wilderness Liquidated
Level Damages
Code 3 >19 :59 > 24:59 > 39:59 >69:59 $500
Code2 > 25:59 > 32:59 > 54:59 >109:59 $500
lnterfacility Transports (IFT) and Critical Care Transports (CCT) Response Term Compliance Standard
Emergency ALS IFT 09:59 minutes
Non- Emergency Pre-Scheduled IFT > 2 +/- 15 minutes of scheduled hours time
CCT 59:59 minutes
A. If the Contractor falls below the 90th percentile in any EOA or response area, a Liquidated Damage assessment of $10,000 per EGA/response area per month will be applied. The Contractor will be required to add additional ambulance unit hours until compliance has been achieved.
B. If the Contractor fails to meet minimum response times in the same EOA or response area for a second consecutive month without adding the additional unit hours approved, a $50,000 Liquidated Damage assessment will be applied. The Contractor will be required to add additional ambulance unit hours until compliance is achieved .
C. If the Contractor is out of compliance in multiple EOAs or response areas more than three times in a year, a $75 ,000 Liquidated Damage assessment will be applied, in addition to Liquidated Damages noted in item A above. The Contractor will be required to add additional ambulance unit hours as a cure .
D. If the Contractor is not successful in curing underperformance following these measures, the Contractor may be considered in Breach of Contract.
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RESPONSE TIME & LIQUIDATED DAMAGES EXAMPLE TABLE
EOA XX Example
Response Total on Time Late 90'% Contract 911 Responses Time Respons Calls Calls .Fractile Liquidated Damages Reference Reoui rement es Urban 9:59 1750 1700 50 97.14%
Suburban 14:59 300 250 50 13.33' .. $10,000 + Raot Cause Analysis + Add Unit Hours Co<le3 Rur!!l 29:59 35 5 87.~ r-fo l.D until minimum of 100 calls reactied ,40 Wilderness 59:59 2 2 D 100.00%
Urban 15:59 650 575 75 83.-46% .$10,000 • Root Cause Analysis+ Add Unit Hours Code2 Suburban 22:59 290 275 15 94.83%
Rural 44:59 190 150 40 71.95•~ $10,000 + Root cause Analysis+ Add Unit Hours Wilderness 99:59 110 110 0 100.00% Section V,
Subtotal SJ0.000 Operation
s, 5.1, A,
Extended Maximum over Liquidate<! (1). 5.2 B,
Response Times Extended Maximum Damages ResJ)Onse times more ttian ten (10) minutes over the applicable (2), (7) & Response Time response tine shaH be considered an Extended Response (8).
Urban 19:59 2 51,000 Exhibit5
Code3 Suburban 24:59 0 Audit au Extended Responses to identify root cause. Review ePCR to Rural 39:59 1 5500 determine if any negative outcome may be attributed to the Extended Wilderness 69:59 0 Resoonse
Urban 25:59 0
Code2 Suburban 32:59 1 $500 Audit aB txlern:led Responses to identify root cause . Review ePCR to Rural 54:59 0 determine if any negative outcome may be attributed to tile Extended Wilderness 109:59 0 Response
Subtotal $2,000
IFT Responses All Response Total On Time Late 90%
EOAs Combined Time Respons Ca[ls cans Fr&etile Liquidated Damages Requirement es
Non- Emergency Pre-Sctie<luled IFT> 2 $10,000 + Root cause Analysis + Add Unit Hours hours +/-15 minutes of scheduled time 855 765 ~ -00 g,1_..:;-,,.;
CCT Responses AU Response Total OnTime Late 90%
fOAs Combined Time Respons Calls Calls Fractile Liquidated Damages Reaulrement es
59.59 $10,000 + Root Cause Analysis+ Add Unit Hours
155 139 -16 89.SS,.
Subtotal szo,ooo
Total Liquidated Damages for March 2024 $52.(100
PAGE 100
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EXHIBIT 6 - CLINICAL PERFORMANCE MEASURES & LIQUIDATED DAMAGES Summary of potential San Bernardino County EMS Clinical Performance Measures Clinical Performance Measures:
Participation in State and National Benchmarkin g
ICEMA will require the submission of data consistent with Health and Safety (H&S) Code 1797.227 that would allow the County to participate in programs such as California EMS System Core Quality Core Measures Project, Cardiac Arrest Registry for Enhanced Survival (CARES), National Emergency Medical Services Quality Alliance (NEMSQA: formerly Emergency Medical Services [EMS] Compass), and Mission: Lifeline.
Inland Counties Emergency Medical Agency (ICEMA) EMS Clinical Performance Measures ICEMA requires the Contractor to jointly develop Clinical Performance Standards based on the measures listed below. The agreed upon Clinical Performance Standards will be incorporated as performance requirements of this agreement through the Quality Improvement (QI) Plan as outlined in Section 7.3 and according to ICEMA policy . It is understood , due to the nature of Clinical Performance Standards , a phase-in period as defined in Section 7.7 may be necessary, and measures may not be completely defined at the beginning of the contract, but will be based on the ICEMA Policy and Protocol Manual, state regulations and current best practice. These may include assessment, treatment, communication, transport, documentation, and provide for a quantitative measurement standard, such as:
Assessment
• Blood Glucose measurement for patients with altered neurological function, • 12-lead ECG obtained in patients with chest pain of suspected cardiac etiology, • Injured patients assessed for pain,
• Estimate weight for pediatric patients .
Treatment
• Aspirin administered for chest pain of suspected cardiac etiology, • Glucose or glucagon administered for hypoglycemia,
• Benzodiazepine administered for status epilepticus ,
• Nitroglycerin administered for acute pulmonary edema, • Albuterol administered for symptomatic asthma or Chronic Obstructive Pulmonary Disease (COPD), • Pain management (pharmacologic or non-pharmacologic) if pain scale >2, • End-tidal CO2 measured on every successful endotracheal intubation.
Communication and Transport:
• Prearrival hospital notification for stroke, ST-Elevation Myocardial Infarction (STEMI), or major trauma, • Direct transport of a patient with a suspected stroke, STEMI, or meeting trauma triage criteria to appropriate designated specialty care center.
Documentation:
• For refusal of care or transport, documentation that patient has decisional capacity, • Documentation of stroke scale assessment and time last known well for patients with stroke.
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Summary of ICEMA EMS Clinical Performance Standards
The chart below summarizes the background and derivation of the Clinical Performance Standards. -
CA Core NEMSQA 2 Mission: GAMUT' Meyers et al5 TQIP6
Measures 1 Lifeline3
- - - - -
Assessment
- -Blood Glucose
measured for Altered X X X X
Mental Status - - --12-lead
E lectroca rd iog ram X
(ECG) for chest pain -
Injured patients X assessed for pain
Pediatric weight X estimation
Treatment
Aspirin for chest X X X pain
Nitroglycerin
Sublingual Tablets
(NTG) for chest pain
I
X
or oulmona rv edema ~ - -
Glucose given for X X hypoglycemia I
,~
Benzodiazepine for X X status epilepticus
-- - - --
Albuterol for asthma X X orCOPD
- ·-
Treatment of pain if X _l_ >2/10
End-tidal CO2 for - --,-
Endotracheal
Intubation (ETI)
Communication
- - -
Pre-arrival hospital
notification for stroke, X X STEMI, or major
trauma -- - --
Transport
----Stroke, STEMI, or
major trauma to X X X X X specialty care
center
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Additional Suggested Measures
• Medication Errors - Total annual or rate
• Ambulance accidents - Response or transport
• Mechanical issues delaying ambulance response or transport • Near misses (clinical error that does not result in an adverse patient outcome) • Patient complaints
• Patient satisfaction surveys
• EMS stakeholder and customer satisfaction surveys
Measurement of Clinical Performance
Clinical Performance Standards are a performance-based approach rather than an undefined level of effort. The Contractor shall commit to employing the level of effort is necessary to achieve the agreed-upon Clinical Performance Standards . As identified in the RFP, there are specific timelines for these to be developed in collaboration with ICEMA. It is understood that adequate time is being provided to determine a baseline measurement for each of the ongoing performance standards. The Contractor shall ensure EMS personnel are trained to current ICEMA standards in a manner consistent with this goal. Below are examples of Clinical Performance Measures used to indicate performance throughout EMS systems.
Example of Emergency Clinical Basic Life Support Advanced Life 911 Performance Medical Dispatch (BLS) Support (ALS) Receiving Specialty Care Standards (EMO) Hospital
·-·--•--- --- .....--
Cardiac Arrest 1. Identification 1. Confirm 1. Cardiac 1. ECG if Return of cardiac pulselessness Monitor of Spontaneous
arrest Circulation
2. Cardiopulmona 2. Vascula (ROSC)
2. High Priority ry r access
Dispatch Resuscitation 2. Primary
(CPR) 3. Medications Percutaneous
3. Instructions for ECG ifROSC Coronary
chest 3. Automated Intervention
compressions External (PCI) for
Defibrillator STEMI
(AED)
3. Targeted
Temperature
Management -Chest Pain - 1. Determine call 1. Assess Vital 1. Cardiac 1. 12-lead 1. 12-lead ECG Non traumatic acuity level Signs monitor ECG within 10
within minutes of
2. Administer 2. 12-Lead ECG 10 arrival
02, titrate minutes of
SpO2 to 3. Acetylsalicyli arrival
> 94% cAcid (ASA)
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Shortness of 1. Identify high 1. 02 1. Assess 02
Breath priority 2. Assess
2. Albuterol for
asthma/COP
D
3. NTG for
Pulmonary
Edema
Altered 1. Identify high 1. Assess 1. Evaluate for 1. If stroke Neurological priority vital signs stroke suspected,
Function Computed
2. Sp02 2. Blood Glucose Tomography I
3. Blood glucose
Computed
3. Vascula Tomography
r Angiography
4. Treatment for Access (CT/CTA) low BG
4. Treatme
5. Naloxone for nt for
suspected low BG
opioid
overdose
Clinical Performance Standard Liquidated Damages
It is the goal of ICEMA to ensure the delivery of quality clinical care that adequately addresses the medical condition of all patients. To adequately implement these measures, a period of eighteen (18) months that begins with the commencement of the contract will be necessary to allow time to identify, test, implement a process to measure specific clinical performance and evaluate performance improvement strategies.
The Contractor shall work with ICEMA to identify baseline compliance rates and set an anticipated increased growth toward higher compliance rates after the initial 18-month period. If the Contractor underperforms, based on baseline compliance rates, the Contractor shall conduct a comprehensive performance improvement process that includes identification of the root causes. The Contractor will be required to implement a corrective action plan. ICEMA's Medical Director will work in consultation with the Contractor to make recommendations and ICEMA's Medical Director will have final approval of any corrective actions prior to implementation. If the Contractor fails to identify, evaluate, and then implement a corrective action plan, Liquidated Damages shall be assessed.
The Contractor understands and agrees that the failure to comply with Clinical Performance Standards or other requirements in this contract will result in damage to ICEMA and the County . It will be impracticable to determine the actual amount of damage whether in the event of underperformance or nonperformance, failure to meet standards, or any other deviation . Therefore, the Contractor and ICEMA agree to the process to establish Liquidated Damages specified in this contract. It is expressly understood and agreed that the Liquidated Damage amounts are not to be considered a penalty, but shall be deemed, taken, and treated as a reasonable estimate of the damages to the County.
If all corrective actions identified are implemented, no Liquidated Damages will be assessed.
The Contractor shall pay Liquidated Damages to ICEMA every quarter following the initial 12-month period that the Contractor fails to attain Clinical Performance Standards and understands that the Clinical Performance Standards will be periodically updated to reflect current medical standards. Liquidated Damages paid by the PAGE 104
655
Contractor for each Clinical Performance Standard in which the Contractor fails to maintain the requisite compliance after a comprehensive Performance Improvement Plan, shall be established and assessed. The chart below is only an example. Baseline metrics will be set for each Clinical Performance Standard established for compliance as part of the Agreement. It is understood that these standards and baseline metrics will be established through a collaborative process and the standards and metrics will change and/or be modified over the terms of the contract. Contractor will be expected to meet the baseline metric for each clinical performance standard established.
The table below provides examples of proposed Clinical Performance Standards (actual performance standards will be established):
Clinical Considered Performance Baseline Under- Damage Under- Damages Under- Breach of Standard Metric performance Assessed performance Assessed performance Contract Examples Blood Glucose 95% 85-94 % $1,500 75-84% $3,000 Anything Notify measurement below65% in of
for patients with a quarter Contrac
altered I
neurological Breach
function
Albuterol 80% 75-79% $1,500 65-74% $3,000 Anything Notify administered for below 65% in of
symptomatic a quarter Contrac
asthma or t
COPD Breach
The Contractor shall pay liquidated damages to ICEMA for the under-performance of Clinical Performance Standards as measured quarterly through the FirstWatch program, unless otherwise exempted by ICEMA. Exemptions include, but are not limited, to the following :
1. Verified equipment failure with appropriate documentation of reporting and resolution
2. Verified technical failure to upload 12-lead ECG
3. Communication failure for advance notice of trauma and stroke
4. Patient declines treatment and it is properly documented s. Specialty Care Center unable to accept stroke, STEMI, or trauma patient.
6. Higher priority concerns take precedence (e.g., scene safety).
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EXHIBIT 7 -EMERGENCY TAKEOVER LEASE AGREEMENT
THIS EMERGENCY TAKEOVER LEASE AGREEMENT (Lease) is entered into as of ____ ~ 2024, between San Bernardino County (Lessee) and CONFIRE (Lessor or Contractor); WHEREAS, Lessor and Lessee have entered into an Emergency Ambulance Services with Advanced Life Support Transport Agreement (911 Agreement), that permits the Lessee to take over the 911 system under certain conditions; and
WHEREAS, in the event of Lessee's takeover of the 911 system, Lessor desires to lease certain ambulances, certain items of equipment, and certain facilities (collectively "Equipment") specified on Leased Equipment Attachment hereto, to Lessee, and Lessee desires to lease the Equipment from Lessor, upon the terms and conditions contained in this Lease; and WHEREAS, this Agreement shall only become effective upon a takeover by the County under the 9 11 Agreement;
NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements contained herein and other good and valuable consideration, the sufficiency of which are hereby acknowledged and confessed, the parties hereto, intending to be legally bound, do hereby represent, warrant, covenant and agree as follows:
AGREEMENT
1. Lease of Equipment. Lessee leases from Lessor the Equipment specified on Schedule ."A" Lessee hereby accepts the Equipment "as is" and Lessee shall be fully and completely bound by each and all of the terms and conditions hereof. Lessee acknowledges that at the time of takeover, Lessee shall fully inspect the Equipment and verify that the Equipment is in good condition and repair.
2. Conditions Precedent to Lease. The conditions precedent to this Lease being effective shall be:
a) A declaration by Lessee that Lessor has committed a material breach under the 911 Agreement; b) that material breach has not been cured by Lessor within the cure period; c) Lessee terminates the 911 Agreement; and d) Lessee delivers to Lessor a written notice from the ICEMA Executive Officer or designee certifying that the County has elected to take over the 911 system, then Lessee shall take possession and control of the Equipment subject to the terms and conditions of this Lease.
3. Term. The term of this Lease shall commence upon Lessee's satisfaction of the conditions precedent in Section 2 immediately above and shall continue for the same period of time on a month-to-month basis not to exceed twelve (12) months.
4. Rent. Lessee shall pay Lessor monthly rent in advance for the Equipment in an amount outlined in Section 13. 7 of the 911 Agreement. Any nonpayment of Rent or other amounts payable under this Lease within ten (10) days of Lessor's written notice to Lessee shall bear interest at the lower rate of: a) Twelve percent (12%); orb) the maximum amount allowed by law. The Equipment will be used for operating the 911 system. Lessee shall not remove the Equipment from the County EMS system without obtaining Lessor's prior written consent.
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5. Maintenance. Lessee shall, at its expense, repair and maintain the Equipment so that it will remain in the same condition as when delivered to Lessee, ordinary wear and tear from proper use excepted. Such repair and maintenance shall be performed in compliance with all requirements necessary to enforce all product warranty rights and with all applicable legal and regulatory requirements. Lessee shall enter into and keep in effect during the Term those maintenance agreements with respect to the Equipment required by this Lease or hereafter required by Lessor. Upon reasonable prior notice, Lessee shall make the Equipment and all related records available to Lessor for inspection during regular business hours at the location of such Equipment.
6. Return. Lessee shall, at its expense, return such Equipment to Lessor in the same condition as tendered, ordinary normal wear and tear from proper use excepted.
7. Liens. Lessee shall not directly or indirectly create, incur, assume, or suffer to exist any Lien on or with respect to any Equipment. Lessee, at its expense, shall promptly pay, satisfy, and take such other actions as may be necessary or reasonably requested by Lessor to keep the Equipment free and clear of, and to duly and promptly discharge, any such Lien.
8. Risk of Loss. Lessee shall bear all risk of loss, damage, theft, taking, destruction, confiscation or requisition with respect to the Equipment, however caused or occasioned, which shall occur prior to the return of such Equipment. In addition, Lessee hereby assumes all other risks and liabilities, including without limitation personal injury or death and property damage, arising with respect to the Equipment including without limitation those arising with respect to the manufacture, purchase, ownership, shipment transportation, delivery, installation, leasing, possession, use, storage and return of such Equipment, howsoever arising, in connection with any event occurring prior to such Equipment's return in accordance with the Lease.
9. Casualty. If any of the Equipment shall become lost, stolen, destroyed or irreparably damaged from any cause whatsoever, or shall be taken, confiscated or requisitioned (any such event herein called an "Event of Loss"), Lessee shall promptly notify Lessor of the occurrence of such Event of Loss.
10. Insurance. Lessee shall, at its sole expense, carry and maintain insurance against such risks for the Equipment. Within five (5) days of Lessee taking possession and control of the Equipment, and, from time-to-time at Lessor's request, Lessee shall deliver to Lessor certificates of insurance or proof of self-insurance or other evidence reasonably satisfactory to Lessor showing that such insurance coverage is, and will remain in effect, in accordance with Lessee's obligations under this Section. Lessor shall not, however, cancel any insurance Lessor carries for the Equipment without notification to Lessee of Lessor's intent to cancel ten (10) days prior to any cancellation.
Lessor's failure to timely inform Lessee of its intent to cancel any insurance shall void Lessee's liability under paragraph 9 (Risk of Loss) if Lessee fails to timely obtain insurance under this section.
11 . Taxes and Fees. Except to the extent exempted by law, Lessee hereby assumes liability for, and shall pay when due, all fees, taxes and governmental charges (including without limitation interest and penalties) of any nature imposed upon the Equipment, or the use thereof except any taxes on or measured by Lessor's income or the value of any of Lessor's interest in this Lease or the Equipment, or accruing prior to Emergency Takeover.
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12. Limited Warranty. Lessor, not being the manufacturer or vendor of the equipment, makes no other representation or warranty, express or implied, as to the suitability or fitness for any particular purpose, the quality of the material of the material or workmanship of the equipment.
13. Events of Default. Time is of the essence in the performance of all obligations of Lessee. An "Event of Default" shall occur if: a) Lessee fails to make any Rent payment as it becomes due in accordance with the terms of this Lease and any such failure continues for a period of ten (10) days after written notice to Lessee from Lessor; or b) Lessee violates any covenant, term, or provision of this Lease, and such violation shall continue unremitted for a period of ten (10) days after written notice to Lessee from Lessor.
14. Remedies. If one or more Events of Default shall have occurred and be continuing after the ten (10) day notice period has lapsed, Lessor at its option, may:
a. Proceed by appropriate court action or actions, either at law or in equity, to enforce performance by Lessee of the applicable covenants of this Lease or to recover damages for the breach thereof, or
b. By notice to Lessee immediately terminate this Lease, whereupon all rights of Lessee to the possession and use of the Equipment shall absolutely cease and terminate as though this Lease as to such Equipment had never been entered into; provided, however, Lessee shall nevertheless remain fully and completely liable under this Lease only for the payment of the outstanding Rental Payments for the balance of the then current month; and thereupon Lessor may without notice, by its agents, enter upon the premises of Lessee where any of the Equipment may be located and take possession of all or any of such Equipment and from that point hold, possess, operate, sell, lease and enjoy such Equipment free from any right of Lessee to use such Equipment for any purposes whatsoever.
15. Notices. Any consent, instruction or notice required or permitted to be given under this Lease shall be in writing and shall become effective when delivered, or if mailed when deposited in the United States mail, postage prepaid, registered or certified mail, return receipt requested, and addressed to Lessor or Lessee, as the case may be, at their respective addresses set forth in the 911 Agreement or at such other address as Lessor or Lessee shall from time to time designate to the other party by notice similarly given.
16. Miscellaneous. This Lease (including the Leased Equipment Attachment hereto):
a. Constitutes the entire agreement between the parties with respect to the subject matter hereof, superseding all prior oral or written agreements with respect thereto. b. May be amended only by written instrument executed by both parties. c. May not be assigned by either party without the written consent of the other party. d. Shall be binding on and inure to the benefit of the parties hereto and their respective successors and pennitted assigns.
e. Shall be interpreted and enforced in accordance with the laws of the state of California, without regard to the conflict of law's provisions thereof, and the federal laws of the United States applicable therein.
f. May be executed in several counterparts (including by facsimile), each of which shall constitute an original and all of which, when taken together, shall constitute one agreement; and shall not be effective until executed by both parties.
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17. Electronic Signatures. This Contract may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute one and the same Contract. The parties shall be entitled to sign and transmit an electronic signature of this Contract (whether by facsimile, PDF or other mail transmission), which signature shall be binding on the party whose name is contained therein. Each party providing an electronic signature agrees to promptly execute and deliver to the other party an original signed Contract upon request.
The parties executing this Lease Agreement warrant that they have full and complete legal authority to execute this Agreement on behalf of their agency.
IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the day and year first written above.
San Bernardino County
By: _________ _
Dawn Rowe, Chair, Board of Supervisors
Date: -----------
CONFIRE
By: _________ _
Date: __________ _
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LEASED EQUIPMENT ATTACHMENT
The leased items shall include:
1. All ambulance stations including, but not limited to, comfort stations utilized by Contractor at the time of an uncured breach or emergency takeover; and
2. All ambulances, bariatric ambulances, Supervisor vehicles, and support vehicles, not to total less than the maximum used at any point during the 911 Agreement prior to the emergency takeover and their associated medical equipment, medical supplies, and communication equipment, including but not limited to, information technology such as computers and mobile data gateways to perform emergency ambulance services as required by this Agreement; and
3. In addition, Contractor shall make available to the County its on-hand medical supply inventory located at its main headquarters in San Bernardino County.
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ATTACHMENT A
REQUEST FOR PROPOSAL#: ICEMA23-ICEMA-4811 AND ADDENDA
Access by clicking the link below:
https://www .dropbox.com/scl/fo/ p3krq3bv2r5ogya 1 oh3xs/h?rlke y=q27kri8wlr2uuqi2u8j6va5af&dl= Q
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ATTACHMENT B
PROPOSAL (REFERENCE ONLY)
Access by clicking the link below:
https://www.dro pbox.com/scl/fo/ p3krg3bv2r5ogya1oh3xs/h?rlke y=g27krj8wlr2uugi2u8 j6va5af&dl= Q
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