• Management's estimate of the claims payable liabilities related to general self-insurance and workers' compensation claims are based on internal data and City attorney consultation and reports prepared by third -party claims administrators. We evaluated the methods, assumptions, and data used to develop the claims payable liabilities and related disclosures in determining that it is reasonable in relation to the financial statements taken as a whole.
Financial statement disclosures
Certain financial statement disclosures are particularly sensitive because of their significance to financial statement users. The most sensitive disclosures affecting the financial statements were reported in:
• Note 8 regarding the CaIPERS defined benefit plans.
• Note 9 regarding the City's Other Postemployment Benefit Plan • Note 10 regarding the City's risk management and self-insurance program The financial statement disclosures are neutral, consistent, and clear.
Difficulties encountered in performing the audit
We encountered no significant difficulties in dealing with management in performing and completing our audit.
Uncorrected misstatements
Professional standards require us to accumulate all misstatements identified during the audit, other than those that are clearly trivial, and communicate them to the appropriate level of management. The attached schedule summarizes uncorrected misstatements of the financial statements. Management has determined that their effects are immaterial, both individually and in the aggregate, to the financial statements taken as a whole.
Uncorrected misstatements or the matters underlying uncorrected misstatements could potentially cause future -period financial statements to be materially misstated, even if management has concluded that the uncorrected misstatements are immaterial to the financial statements under audit.
Corrected misstatements
The following material and immaterial misstatements detected as a result of audit procedures were corrected by management:
• Pension related deferred inflow of resources for government wide governmental activities was adjusted for an overstatement of approximately $1,467,000. • Long-term debt for government wide governmental activities was adjusted for an overstatement of approximately $62,000.
• Approximately $6,150,000 of completed capital projects were moved from construction in progress to various capital assets being depreciated categories. • Cash and accounts payable were adjusted by approximately $461,000 to correct an overstatement in each account balance.
• The net OPEB liability for the refuse fund was adjusted for an overstatement of approximately $419,000.
465
Members of the City Council
City of Placentia
• Other financing sources and capital outlay for the general fund were adjusted to correct an understatement in each account balance of approximately $1,299,000.
Disagreements with management
For purposes of this letter, a disagreement with management is a financial accounting, reporting, or auditing matter, whether or not resolved to our satisfaction, that could be significant to the financial statements or the auditors' report. No such disagreements arose during our audit.
Management representations
We have requested certain representations from management that are included in the management representation letter dated February 28, 2025.
Management consultations with other independent accountants In some cases, management may decide to consult with other accountants about auditing and accounting matters, similar to obtaining a "second opinion" on certain situations. If a consultation involves application of an accounting principle to the entity's financial statements or a determination of the type of auditors' opinion that may be expressed on those statements, our professional standards require the consulting accountant to check with us to determine that the consultant has all the relevant facts. To our knowledge, there were no such consultations with other accountants.
Significant issues discussed with management prior to engagement We generally discuss a variety of matters, including the application of accounting principles and auditing standards, with management each year prior to engagement as the entity's auditors. However, these discussions occurred in the normal course of our professional relationship and our responses were not a condition to our engagement.
Other audit findings or issues
The following describes findings or issues arising from the audit that are, in our professional judgment, significant and relevant to your oversight of the financial reporting process:
• We identified the following significant risk of material misstatement:
o Internal controls over financial close and reporting process are not functioning properly • Maintenance and reconciliation of certain significant account balances is not occurring We have provided a separate letter to you dated February 28, 2025, communicating internal control related matters identified during the audit.
Required supplementary information
With respect to the required supplementary information (RSI) accompanying the financial statements, we made certain inquiries of management about the methods of preparing the RSI, including whether the RSI has been measured and presented in accordance with prescribed guidelines, whether the methods of measurement and preparation have been changed from the prior period and the reasons for any such changes, and whether there were any significant assumptions or interpretations underlying the measurement or presentation of the RSI. We compared the RSI for consistency with management's responses to the foregoing inquiries, the basic financial statements, and other knowledge obtained during the audit of the basic financial statements. Because these limited procedures do not provide sufficient evidence, we did not express an opinion or provide any assurance on the RSI. 466
Members of the City Council
City of Placentia
Supplementary information in relation to the financial statements as a whole With respect to the combining and individual fund statements and schedules (collectively, the supplementary information) accompanying the financial statements, on which we were engaged to report in relation to the financial statements as a whole, we made certain inquiries of management and evaluated the form, content, and methods of preparing the information to determine that the information complies with accounting principles generally accepted in the United States of America, the method of preparing it has not changed from the prior period or the reasons for such changes, and the information is appropriate and complete in relation to our audit of the financial statements. We compared and reconciled the supplementary information to the underlying accounting records used to prepare the financial statements or to the financial statements themselves. We have issued our report thereon dated February 28, 2025.
Other information included in annual reports
Other information (financial or nonfinancial information other than the financial statements and our auditors' report thereon) is being included in your annual report and is comprised of the introductory and statistical sections. Our responsibility for other information included in your annual report does not extend beyond the financial information identified in our opinion on the financial statements. We have no responsibility for determining whether such other information is properly stated and do not have an obligation to perform any procedures to corroborate other information contained in your annual report.
We are required by professional standards to read the other information included in your annual report and consider whether a material inconsistency exists between the other information and the financial statements because the credibility of the financial statements and our auditors' report thereon may be undermined by material inconsistencies between the audited financial statements and other information. If, based on the work performed, we conclude that an uncorrected material misstatement of the other information exists, we are required to describe it in our report. Our auditors' report on the financial statements includes a separate section, "Other Information," which states we do not express an opinion or any form of assurance on the other information included in the annual report. We did not identify any material inconsistencies between the other information and the audited financial statements.
***
This communication is intended solely for the information and use of the city council and management of the City of Placentia and is not intended to be, and should not be, used by anyone other than these specified parties.
CliftonLarsonAllen LLP
Irvine, California
February 28, 2025
467
Attachment
SUMMARY OF UNCORRECTED MISSTATEMENTS - AUDIT
City of Placentia
Governmental Activities
Year Ended June 30, 2024
Deferred
Outflows of
Description Assets Resources
Liabilities
Net
Expense/Revenue
Deferred and Change in
Inflows of Fund Balance / Net Position /
Resources Net Position Fund Balance
Describe all current year misstatements below.
Interest receivable on promissory notes
r$
Debits/Credits - Amounts should be entered as debits (positive amounts) or credits (negative amounts). For example, increases to assets as debits, increases to liabilities as credits, decreases to net income as debits, and increases to net income as credits. Collapse this row (to the left) to print for attachment to management representation letter. 110,727
Net current year misstatements (Iron Curtain Method) 110,727 Effect of prior year uncorrected misstatements on the
current year net income
Combined current and prior year misstatements
(Rollover Method) $ 110,727 $ - $
Financial statement totals $ 207,524,363 $ 13,060,378 $ (108,367,127) Current year misstatement as a % of financial statement totals (Iron Curtain Method) 0%
Current and prior year misstatement as a % of financial ' statement totals (Rollover Method) 0%
(38,017.644)
SUMMARY OF UNCORRECTED MISSTATEMENTS - AUDIT
City of Placentia
'$ (110,727)
'$ (110,727)
(110,727) (110,727)
$
205,383
(110,727) $
(74,199,970) $
0°/0
0%
94,656
4,375,198
-3%
2%
General Fund
Year Ended June 30, 2024
Deferred
Outflows of
Description Assets Resources
Liabilities
Net
Expense/Revenue
Deferred and Change in
Inflows of Fund Balance / Net Position /
Resources Net Position Fund Balance
Overstatement of interest income in FY 23/24 due to
accrued interest not being recorded at FYE 22/23.
Net current year misstatements (Iron Curtain Method) -
Effect of prior year uncorrected misstatements on the
current year net income
Combined current and prior year misstatements
(Rollover Method)
Financial statement totals $ 48,845,048 $
Current year misstatement as a % of financial statement ' totals (Iron Curtain Method) #DIV/0!
Current and prior year misstatement as a % of financial statement totals (Rollover Method) #DIV/0!
116,296
$ $ $ $ 116,296
$ (6,809,580) $ (23,663,695) $ (18,371,773) $ 8,340,983 r r r r
1%
468
Attachment
SUMMARY OF UNCORRECTED MISSTATEMENTS - AUDIT
City of Placentia
City Wide DIF
Year Ended June 30, 2024
Deferred
Outflows of
Description Assets Resources
Liabilities
Net
Expense/Revenue
Deferred and Change in
Inflows of Fund Balance / Net Position /
Resources Net Position Fund Balance
Interest receivable on promissory notes
$ 29,599
Net current year misstatements (Iron Curtain Method) 29,599 Effect of prior year uncorrected misstatements on the _ current year net income Combined current and prior year misstatements
(Rollover Method) $ 29,599 $
Financial statement totals $ 3,019,338
Current year misstatement as a % of financial statement totals (Iron Curtain Method)
Current and prior year misstatement as a % of financial statement totals (Rollover Method)
1% #DIV/0!
1% #DIV/0!
►$
(29,599)
(29,599)
- $
131,128) $
SUMMARY OF UNCORRECTED MISSTATEMENTS - AUDIT
City of Placentia
(509,148)
6%
(2,379,062) $ 2,095,884
Other Aggregate Funds
Year Ended June 30, 2024
Deferred
Outflows of
Description Assets Resources
Liabilities
Net
Expense/Revenue
Deferred and Change in
Inflows of Fund Balance / Net Position /
Resources Net Position Fund Balance
Interest receivable on promissory notes
To adjust unavailable revenue and revenue for a
receivable received in the availability period.
To record a prior period adjustment for a vehicle
purchase that was expensed in the prior year that should have been capitalized.
$ 81,128
Net current year misstatements (Iron Curtain Method) 81,128 Effect of prior year uncorrected misstatements on the ' r
current year net income
Combined current and prior year misstatements
(Rollover Method) $ 81,128 $
Financial statement totals '$ 15,603,792 $
Current year misstatement as a % of financial statement I, totals (Iron Curtain Method) 1% #DI\//0!
Current and prior year misstatement as a % of financial ' statement totals (Rollover Method) 1% #DIV/0!
(16,269,186)
(81,128)
22,381
(58,747)
(58,747)
(1,226,817)
(22,381)
(22,381)
(51,172)
(22,381) (73,553)
$
.$
(22,381)
1,892,211
51,172
(22,381)
(711,566)
5% -1% 10%
r r
5% -1% 3%
469
CliftonLarsonAllen LLP
CLAconnect.com
INDEPENDENT AUDITORS' REPORT ON INTERNAL CONTROL OVER
FINANCIAL REPORTING AND ON COMPLIANCE AND OTHER MATTERS
BASED ON AN AUDIT OF FINANCIAL STATEMENTS PERFORMED IN
ACCORDANCE WITH GOVERNMENT AUDITING STANDARDS
Members of the City Council
City of Placentia
Placentia, California
We have audited, in accordance with the auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, the financial statements of the governmental activities, the business -type activities, each major fund, and the aggregate remaining fund information of City of Placentia (the City), as of and for the year ended June 30, 2024, and the related notes to the financial statements, which collectively comprise the City's basic financial statements, and have issued our report thereon dated February 28, 2025.
Report on Internal Control Over Financial Reporting
In planning and performing our audit of the financial statements, we considered the City's internal control over financial reporting (internal control) as a basis for designing audit procedures that are appropriate in the circumstances for the purpose of expressing our opinions on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of the City's internal control. Accordingly, we do not express an opinion on the effectiveness of the City's internal control.
A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement of the entity's financial statements will not be prevented, or detected and corrected, on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance.
Our consideration of internal control was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control that might be material weaknesses or significant deficiencies and therefore, material weaknesses or significant deficiencies may exist that were not identified.
We identified a deficiency in internal control, described in the accompanying schedule of findings and responses as item 2024-001 that we consider to be a material weakness.
CLA (CliftonLarsonAllen LLP) is an independent network member of CLA Giooai. Se; CLAglobal.com/disclaimer 470
Members of the City Council
City of Placentia
Report on Compliance and Other Matters
As part of obtaining reasonable assurance about whether the City's financial statements are free from material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements, noncompliance with which could have a direct and material effect on the financial statements. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards.
City of Placentia's Response to Findings
Government Auditing Standards requires the auditor to perform limited procedures on the City's response to the findings identified in our audit and described in the accompanying schedule of findings and responses. The City's response was not subjected to the other auditing procedures applied in the audit of the financial statements and, accordingly, we express no opinion on the response.
Purpose of This Report
The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the entity's internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the entity's internal control and compliance. Accordingly, this communication is not suitable for any other purpose.
CliftonLarsonAllen LLP
Irvine California
February 28, 2025
471
Members of the City Council
City of Placentia
CITY OF PLACENTIA
SCHEDULE OF FINDINGS AND RESPONSES
YEAR ENDED JUNE 30, 2024
2024 — 001: Financial Close and Reporting
Type of Finding: Material Weakness in Internal Control Over Financial Reporting Condition: Audit procedures resulted in the discovery of misstatements, that if not corrected, would cause the City's financial statements to be materially misstated.
Criteria or specific requirement: The City's system of internal controls over financial close and reporting should be designed and functioning to prevent material misstatements to the City's financial statements.
Effect: The following adjustments were recorded to correct the City's financial statements. • Pension related deferred inflow of resources for government wide governmental activities was adjusted for an overstatement of approximately $1,467,000. • Long-term debt for government wide governmental activities was adjusted for an overstatement of approximately $62,000.
• Approximately $6,150,000 of completed capital projects were moved from construction in progress to various capital assets being depreciated categories. • Cash and accounts payable were adjusted by approximately $461,000 to correct an overstatement in each account balance.
• The Net OPEB liability for the refuse fund was adjusted for an overstatement of approximately $419,000.
• Other financing sources and capital outlay for the general fund were adjusted to correct an understatement in each account balance of approximately $1,299,000.
Cause:
The issues mentioned above were caused either by user error or the occurrence of a new scenario that had not been encountered previously. For the pension -related deferred inflows, an incorrect line item in the CaIPERS reporting for the total instead of the employer portion was mistakenly included in the pension calculation. Additionally, as part of an agreement for constructing three billboards, the company responsible for the billboards made the full payment for the easement associated with one of the structures. As a result, the debt owed to the company was not included in the debt schedule, since the city had been reducing its payments to account for this. Initially, the TOD/Crowther project was not captured, as it was paid by the general fund through ARPA. However, it was later reclassified as a Sewer fund asset. The cash and accounts payable were overstated due to timing differences in the bank, which were carried forward into July. When the net OPEB liability was being calculated, a negative sign was accidentally omitted in the prior year's ending balance. Finally, since the city did not have physical possession of an asset while it was being prepared for service, the financing source for the asset was not recorded initially.
472
Members of the City Council
City of Placentia
Recommendation: We recommend that City management review is processes and procedures over its financial close and reporting to ensure that proper levels of review and reconciliation of all material account balances are completed.
Views of responsible officials and planned corrective actions:
The city will continue to develop a more comprehensive year-end checklist, incorporating the items mentioned above to prevent them from recurring. In addition, the city will ensure that only the employer's portion is included when calculating pension activity. The remaining easement debt has been added to the debt schedule and will remain listed until fully repaid. The city will also ensure that any future sewer projects are properly transferred from the general fund to the sewer fund if the general fund has contributed to the asset. As part of the year-end close, the city will make sure that any timing differences at the end of June are resolved. Before finalizing the workpapers, the amounts entered will be verified against the prior year's workpapers, and the backup will be included to ensure consistency.
Lastly, the city will review the start date of all debt service agreements, and if the start date is prior to June 30, it will require capital outlay and other financing sources to be properly accounted for. 473
Agenda Item No: 3.b
PLACENTIA CITY COUNCIL AGENDA REPORT
Meeting Date: April 15, 2025
Submitted by: Rosanna Ramirez
From: City Administrator
Subject:
9-1-1 Advanced Life Support Emergency Medical Services
Financial Impact:
Fiscal Impact:
Expense $740,000 Fiscal Year 2025-26; if second year option exercised, up to a possible 10% increase based on negotiations of parties
Summary:
On June 4, 2019, the City Council voted to establish the Placentia Fire and Life Safety Department (the "Department") for fire services and separately awarded a contract to Lynch EMS for the provision of 9-11/Advanced Life Support (ALS) services (ALS Services).
On July 1, 2020, the Department and Lynch EMS began to provide ALS Services to the residents of Placentia. The Professional Services Agreement with Lynch EMS was for a contract term of five (5) years, with an option to extend the agreement for an additional five (5) years based upon Service Provider's performance and the mutual consent of both parties.
Prior to the end of the initial term, the parties met multiple times in good faith to discuss a possible extension but were unable to reach agreement. Due to the impending expiration of the Lynch ALS Services agreement on June 30, 2025, the City has an urgent need to ensure that ALS Services will continue uninterrupted after the expiration. Emergency Ambulance Service, Inc. (Emergency) has offered to help provide ALS Services on an urgency basis, at a reasonable cost, for a one (1) year term, with an option to extend for one (1) additional year.
Entering into a shorter -term urgency agreement with Emergency, will allow the City the additional time and flexibility it needs to conduct a thorough evaluation of its ALS Service model and make longer term plans for the City.
Recommendation:
Recommended Action: It is recommended that the City Council take the following actions to:
1. Approve a Professional Services Agreement with Emergency Ambulance Service, Inc. for the provision of 9-1-1 Advanced Life Support Emergency Medical Services for a term of one (1) year, with an option for one (1) additional year, for a total compensation of $740,000 during the first year; and
474
2. Authorize the Interim City Administrator and/or his designee to execute all necessary documents, in a form approved by the City Attorney.
Strategic Plan Statement:
There is no specific strategic planning goal or objective associated with this agenda item.
Discussion:
Since July 1, 2020, Lynch has provided Placentia with quality 9-1-1/ALS Emergency Medical Services (ALS Services). Like many other municipalities, Placentia has been increasingly challenged to achieve long-term fiscal sustainability, and to address a growing backlog of needed infrastructure repairs. The City entered into good faith discussions with Lynch, but were unable to reach an agreement for an extension. The Lynch proposal was determined to be substantially more expensive (approximately $1,035,000), and would have minimized the City's flexibility by requiring a longer contract term.
The City has to continue providing basic and critical public safety services to the community.
The fact that Lynch's ALS Service contract is due to expire on June 30, 2025, has created an urgent need to find an alternate provider. Given the current timeline, there is insufficient opportunity to conduct a full RFP process, with the necessary implementation time, prior to the June 30, 2025 date.
Emergency Ambulance Service, Inc. (Emergency) has offered to help provide ALS Services to the City, on an urgency basis, for a term of one (1) year, and granting an option for one (1) additional year in the City's discretion. Under the proposed contract, Emergency would be paid a total of $740,000 during the first year. If City exercises the second year option, compensation could be increased based on good faith negotiations of the parties, but with a maximum increase of 10% for the second year. If approved, the proposed contract would provide the City with the time it needs to objectively evaluate the manner in which ALS Services are currently being provided, to develop a long-term plan for the City, and to conduct an RFP.
Per the proposed agreement, Emergency would dedicate two (2) ALS units (4 paramedics) inside Placentia 24/7 for 9-1-1 response, in order to guarantee the community will continue to receive the same service during medical emergencies. Emergency has been the 9-1-1 Basic Life Support ambulance transport provider in Placentia since 1994. Their headquarters are located in Brea, which allow for immediate supplemental support of 9-1-1 operations.
Combined with their partnership with Premier Ambulance, Emergency has great depth and surge capacity protection due to its available resources.
Fiscal Impact Summary:
Per the proposed agreement, the annual payment to Emergency for these services will be $740,000 for the first year. This amount may be adjusted in future years in accordance with costs incurred, and subject to the negotiations of the parties, with a maximum increase of 10% for the second year.
Attachments
475
PSA_Emergency_Ambulance.pdf
476
PROFESSIONAL SERVICES AGREEMENT
CITY OF PLACENTIA
PROFESSIONAL SERVICES AGREEMENT
WITH
EMERGENCY AMBULANCE SERVICE, INC.
THIS AGREEMENT ("Agreement") is made and entered into this 15th day of April, 2025 ("Effective Date"), by and between the CITY OF PLACENTIA, a California charter city ("City"), and Emergency Ambulance Service Inc, a California corporation ("Service Provider").
WITNESSETH:
A. WHEREAS, an efficient and effective Emergency Medical Services (EMS) System is critically important to the safety, health and welfare of the public; and B. WHEREAS, City is the designated responsible Agency for the planning, implementation and evaluation of the City EMS System, and City has determined that all requests for 911 emergency medical services shall be met by ALS (Paramedic) equipped and staffed response vehicles; and
C. WHEREAS, pursuant to Health and Safety Code, Division 2.5, Section 1797.201 (Section 201), City has the authority to provide 9-1-1/Advanced Life Support Emergency Medical Services (9-1-1/ALS Services) within its jurisdiction, and has continuously provided those services in the same manner and scope without interruption since at least July 1, 1975; and
D. WHEREAS, pursuant to its rights under Section 201, and as a charter city, City reserves the right to contract for 9-1-1/ALS Services with any qualified public or private service provider; and
E. WHEREAS, the Service Provider shall be equipped and qualified to provide mutual and automatic aid to surrounding communities; and F. WHEREAS, on June 4, 2019, City entered into an agreement (Original Agreement) with Lynch EMS Inc. (Original Provider), as an independent service provider, for the purpose of providing 9-1-1/ALS Services in the City. A copy of the Original Agreement is attached as Exhibit D and is incorporated by this reference, and specifically incorporates all exhibits thereto. All of the services, duties and obligations, required to be performed by the Original Provider under the Original Agreement are hereinafter collectively referred to as either the "Services" or the "9-1-1/ ALS Services"; and G. WHEREAS, the Existing Contract for 9-1-1/ALS Services is due to expire on June 30, 2025, which expiration has created an urgent need to either negotiate an extension to the Original Agreement or find an alternate provider; and 499
G. WHEREAS, City made good faith efforts to meet with the Original Provider to negotiate an extension, but the parties were unable to reach an agreement. The offered extension would be substantially more expensive for the City and would minimize flexibility by requiring a longer contract term; and
H. WHEREAS, the urgent nature of the situation was exacerbated by the recent departure of the prior City Administrator and other factors, which have in turn clarified the need to re-examine the City's long term plan for 9-1-1/ALS Services; and WHEREAS, there is insufficient time to conduct a full RFP process prior to the expiration of the current contract; and
J. WHEREAS, City is currently engaged in its annual budgeting process, and is trying to determine how to address a long term structural deficit in a fiscally sustainable manner; and
K. WHEREAS, given the City's current financial limitations, together with the need to provide ongoing quality 9-1-1/ALS Services, the City Council needs additional time and flexibility in order to properly evaluate how 9-1-1/ALS Services should be provided in the City, and then to conduct an RFP; and
L. WHEREAS, Service Provider has offered to help provide 9-1-1/ALS Services on an urgency basis, at a reasonable cost, and with a flexible contract term that provides the City with the additional time and flexibility it needs to conduct a thorough evaluation; and
M. WHEREAS, Service Provider asserts that it has the appropriate experience, equipment, manpower and expertise to provide 9-1-1/ALS Services, and is willing to provide these Services at the same level and scope, and subject to the same terms and conditions, as are currently being provided under the Original Agreement between the City and the Original Provider; and
N. WHEREAS, City and Service Provider now desire to enter into this Agreement whereby Service Provider shall provide to City all of the same Services as set forth in the Original Agreement attached as Exhibit "D", incorporating all exhibits thereto, except as may be specifically stated herein to the contrary; and L. WHEREAS, no official or employee of City has a financial interest, within the provisions of Sections 1090-1092 of the California Government Code, in the subject matter of this Agreement.
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows:
1.0. SERVICES PROVIDED BY SERVICE PROVIDER
PSA/Emergency Ambulance Services Inc.
- Page 2 of 22 -
500
1.1. Scope of Services. Service Provider shall provide all of the professional Services described in the Original Agreement, attached as Exhibit "D", and incorporating all exhibits to that Original Agreement. The Original Agreement specifically includes, but is not limited to, the Original Agreement itself (Exhibit "D"), the City's Original Request for Proposals for 9-1-1 Advanced Life Support Emergency Medical Services, RFP No. 2018- 01 issued on December 20, 2018 (Exhibit "B"), including among things the contract scope of work, and the Original Service Provider's Proposal (Exhibit "A").
Unless specifically stated herein to the contrary, all terms in this Agreement shall have the same definition and meaning as in the Original Agreement.
1.2. Professional Practices. All professional services to be provided by Service Provider pursuant to this Agreement shall be provided by personnel experienced and licensed in their respective fields and in a manner consistent with the standards of care, diligence and skill ordinarily exercised by professional EMS Providers in similar fields and circumstances in accordance with sound professional practices, legal requirements and regulatory licensure requirements. Service Provider also warrants that it is familiar with all laws that may affect its performance of this Agreement and shall advise City of any changes in any laws that may affect Service Provider's performance of this Agreement.
Service Provider shall keep itself informed of State and Federal laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Service Provider shall at all times observe and comply with all such laws and regulations. Officers and employees shall not be liable at law or in equity occasioned by failure of the Service Provider to comply with this section.
1.3. Performance to Satisfaction of City. Service Provider agrees to perform all the work to the complete satisfaction of the City as prescribed in the scope of work in the City's RFP for these services, Service Provider's Proposal, and within hereinafter specified. The specific performance standards and penalties for not achieving those standards are also outlined in the RFP scope of work. Evaluations of the work will be done by the City Administrator or his or her designee.
1.4. Warranty. Service Provider warrants that it shall perform the services required by this Agreement in compliance with all applicable Federal and California employment laws, including, but not limited to, those laws related to minimum hours and wages; occupational health and safety; fair employment and employment practices; workers' compensation insurance and safety in employment; and all other Federal, State and local laws and ordinances applicable to the services required under this Agreement.
Service Provider shall indemnify and hold harmless City from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description including attorneys' fees and costs, presented, brought, or recovered against City for, or on account of any liability under any of the above -mentioned laws, which may be incurred by reason of Service Provider's performance under this Agreement.
1.5. EMS Deployment Reporting. The City understands the dynamic nature of EMS deployment strategies and posting of EMS resources to ensure fast and effective PSA/Emergency Ambulance Services Inc.
- Page 3 of 22 -
501
responses to emergencies to meet required performance standards. Service Provider shall provide the City with a monthly report showing where EMS resources are posted and adjusted in response to changes in call volume and locations.
1.6 Annual Paramedic Licensure Confirmation. Service Provider shall provide evidence of current licensures and County accreditation for each paramedic employed by Service Provider providing 9-1-1/ALS EMS in the City of Placentia on an annual basis.
1.7 Mutual and Automatic Aid. Service Provider shall in accordance with the California Emergency Services Act, as well as Orange County Emergency Medical Services Agency Policy #900.00 — Multi -Casualty Incident Response Plan, enter into agreements with surrounding agencies and the City for responding to requests for mutual and/or automatic aid to neighboring communities.
1.8. Non-discrimination. In performing this Agreement, Service Provider shall not engage in, nor permit its agents to engage in, discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, physical handicap, medical condition, marital status, sexual gender or sexual orientation, except as permitted pursuant to Section 12940 of the Government Code, including the exceptions enumerated therein. Such actions shall include, but not be limited to the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training, including apprenticeship. Service Provider agrees to post in conspicuous places, available to employees and applicants for employment, a notice setting forth provisions of this non- discrimination clause.
Service Provider shall, in all solicitations and advertisements for employees placed by, or on behalf of Service Provider, state that all qualified applicants will receive consideration for employment without regard to age, race, color, religion, sex, marital status, national origin, or mental or physical disability. Service Provider shall cause the paragraphs contained in this Section to be inserted in all subcontracts for any work covered by the Agreement, provided that the foregoing provisions shall not apply to subcontracts for standard commercial supplies or raw materials.
1.9. Exclusive Agreement. Service Provider acknowledges that the City is awarding this agreement on an exclusive basis and shall be the only Service Provider contracted by the City to provide these services.
1.10. Delegation and Assignment. The duties set forth herein shall not be delegated, assigned, or subcontracted to any person or entity without the prior written consent of City. All insurance requirements contained in this Agreement are independently applicable to any and all subcontractors that Service Provider may engage with City consent during the term of this Agreement.
1.11. Confidentiality. Employees of Service Provider in the course of their duties may have access to financial, accounting, statistical, and personal health data of private PSA/Emergency Ambulance Services Inc.
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individuals. Service Provider covenants that all data, documents, discussion, or other information developed or received by Service Provider or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Service Provider without written authorization by City. City shall grant such authorization if disclosure is required by law. All City data shall be returned to City upon the termination of this Agreement.
Service Provider's covenant under this Section shall survive the termination of this Agreement.
2.0. COMPENSATION AND BILLING
2.1. Compensation. Service Provider's total compensation shall not exceed Seven Hundred and Forty Thousand Dollars ($740,000.00) in Year 1 of the agreement.
For any extension, the annual compensation beginning in Year 2 and subsequent years thereafter may be increased by the Consumer Price Index for all Urban Consumers for the Los Angeles -Long Beach -Anaheim area published by the United States Department of Labor, Bureau of Statistics (Index) which is published for the month immediately preceding the adjustment date (Adjustment Index), by a maximum of 3%, whichever is lower. The Adjustment Index shall be compared to the Index which was published for the date immediately preceding the beginning of the first twelve (12) month period (Beginning Index). The 12 -month period shall be July 1 to June 30 each year this agreement is in effect. Notwithstanding the foregoing, Service Provider may request in writing a renegotiation of the annual compensation rate during any contract year after the first year, with at least 6 months notice prior to the end of the current term. Upon such request, the City agrees to negotiate in good faith, and the Service Provider may present relevant expense or budget information as necessary to support a reasonable adjustment to the compensation; provided, however, that the total increase from one year to the next shall not exceed 10%.
Service Provider shall not receive any payments from the City for the performance of any services under this Agreement unless specifically stated in this Agreement. All ALS reimbursement payments or revenue associated with this Agreement shall come exclusively from Service Provider's billing and collection of payment from patients and third -party payors for the performance of any services or provision of equipment or materials related to this Agreement.
Service Provider shall be required to enter into an agreement with the Orange County Exclusive Operating Area A 9-1-1 ambulance transport service provider for billing services for the provision of collecting ALS reimbursement payments for service, unless otherwise indicated by City. City shall not permit any other parties to bill patients or third -party payors, for ALS emergency ambulance services provided by Service Provider with the exception of billing that may be done by ambulance providers authorized by the Orange County Health Care Agency to provide mutual aid during a multi -casualty incident (MCI) or disaster. Service Provider shall comply with all applicable laws governing billing and collection, including but not limited to laws and regulations applicable to patients covered by Medicare, Medicaid, and other public or private reimbursement programs.
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2.2. Additional Services. Service Provider shall not receive compensation for any services provided outside the scope of services specified in this Agreement, or which are inconsistent with or in violation of the provisions of this Agreement, unless the City, prior to Service Provider performing the additional services, approves such additional services in writing. It is specifically understood that oral requests and/or approvals of such additional services or additional compensation shall be barred and are unenforceable.
Should the City request in writing additional services that increase the hereinabove described "SCOPE OF SERVICES", an additional fee negotiated between both parties shall be paid to the Service Provider for such additional services.
2.3. Method of Billing. Service Provider shall submit an invoice to the City for approval monthly. Said invoice shall be based on 12 equal monthly payments of the total annual compensation amount allowed under this agreement. City shall pay Service Provider's invoice within thirty (30) days from the date City receives said invoice. Any additional services approved and performed pursuant to this Agreement shall be designated as "Additional Services" on a separate invoice line -item.
2.4. Records and Audits. Records of Service Provider's services and all revenues collected relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City for auditing purposes. City shall call for an independent bi-annual audit of all revenues collected under this agreement, and new revenue sources collected as a result of this agreement, throughout the duration of the agreement including any term extensions. City shall have the right to analyze Service Provider's revenues and operational expenses at mutually convenient times.
3.0. TIME OF PERFORMANCE
3.1. Commencement of Work. The professional services to be performed pursuant to this Agreement shall commence on July 1, 2025, so that there is no gap in the provision of Services. Said services shall be performed in strict compliance with the contract scope of work approved by City as set forth in Exhibit "A."
4.0. TERM AND TERMINATION
4.1. Term. This Agreement shall commence on the Effective Date with service delivery to begin July 1, 2025, and continue for a period of 12 months, unless previously terminated as provided herein or as otherwise agreed to in writing by the parties. One 12 month term extension is available, and may be exercised by the City in its sole and absolute discretion. City shall submit written notice of its decision to extend the Agreement no later than April 1, 2026.
4.2. Notice of Termination. The City reserves and has the right and privilege of canceling, suspending or abandoning the execution of all or any part of the work contemplated by this Agreement, with or without cause, at any time, by providing at least sixty (60) days prior written notice to Service Provider. The termination date shall be PSA/Emergency Ambulance Services Inc.
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deemed effective upon receipt of the notice of termination. In the event of such termination, Service Provider shall immediately stop rendering services as of the termination date under this Agreement unless directed otherwise by the City. If the City suspends, terminates or abandons a portion of this Agreement such suspension, termination or abandonment shall not make void or invalidate the remainder of this Agreement.
If the Service Provider defaults in the performance of any of the terms or conditions of this Agreement, it shall have ten (10) days after service upon it of written notice of such default in which to cure the default by rendering a satisfactory performance. In the event that the Service Provider fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement.
The City shall have the right, notwithstanding any other provisions of this Agreement, to terminate this Agreement, at its option and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement, immediately upon service of written notice of termination on the Service Provider, if the latter should:
a. Be adjudged a bankrupt;
b. Become insolvent or have a receiver of its assets or property appointed because of insolvency;
c. Make a general assignment for the benefit of creditors; d. Default in the performance of any obligation or payment of any indebtedness under this Agreement;
e. Suffer any judgment against it to remain unsatisfied or unbonded of record for thirty (30) days or longer; or
f. Institute or suffer to be instituted any procedures for reorganization or rearrangement of its affairs.
4.3. Compensation. In the event of termination, City shall pay Service Provider for reasonable costs incurred and professional services satisfactorily performed up to and including the date of City's written notice of termination within thirty-five (35) days after service of the notice of termination. City shall not be liable for any claim of lost profits.
4.4. Documents. In the event of termination of this Agreement, all documents prepared by Service Provider in its performance of this Agreement shall be provided to the City.
5.0. INSURANCE
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5.1. Minimum Scope and Limits of Insurance. Service Provider shall obtain, maintain, and keep in full force and effect during the life of this Agreement all the following minimum scope of insurance coverages with an insurance company admitted to doing business in California, rated "A," Class X, or better in the most recent Best's Key Insurance Rating Guide, and approved by City:
(a) Broad -form commercial general liability, in a form at least as broad as ISO form #CG 00 01 04 13, including premises -operations, products/completed operations, broad form property damage, blanket contractual liability, independent contractors, personal injury or bodily injury with a policy limit of not less than Five Million Dollars ($5,000,000.00), combined single limits, per occurrence. If such insurance contains a general aggregate limit, it shall apply separately to this Agreement or shall be twice the required occurrence limit. If Service Provider maintains higher limits than the specified minimum limits, City requires and shall be entitled to coverage for the high limits maintained by the Service Provider. The policy shall not have a deductible or self -retention provision in excess of an amount that has been pre -approved by the City. (b) Business automobile liability for owned vehicles, hired, and non - owned vehicles, with a policy limit of not less than Five Million Dollars ($5,000,000.00), combined single limits, each incident for bodily injury and property damage. If such insurance contains a general aggregate limit, it shall apply separately to this Agreement or shall be two times the required occurrence limit. If Service Provider maintains higher limits that the specified minimum limits, City requires and shall be entitled to coverage for the high limits maintained by the Service Provider. The policy shall not have a deductible or self -retention provision in excess of an amount that has been pre -approved by the City.
(c) Workers' compensation insurance as required by the State of California and Employers Liability Insurance with a minimum limit of $1,000,000 per accident for any employee or employees of Service Provider. Service Provider agrees to waive, and to obtain endorsements from its workers' compensation insurer waiving subrogation rights under its workers' compensation insurance policy against the City, its officers and officials, agents, employees, and volunteers for losses arising from work performed by Service Provider for the City and to require each of its subcontractors, if any, to do likewise under their workers' compensation insurance policies.
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Before execution of this Agreement by the City, the Service Provider shall file with the City's Contract Manager the following signed certification:
I am aware of, and will comply with, Section 3700 of the Labor Code, requiring every employer to be insured against liability of Workers' Compensation or to undertake self- insurance before commencing any of the work.
The Service Provider shall also comply with Section 3800 of the Labor Code by securing, paying for and maintaining in full force and effect for the duration of this Agreement, complete Workers' Compensation Insurance, and shall furnish a Certificate of Insurance to the City's Contract Manager before execution of this Agreement by the City. The City, its officers and officials and employees shall not be responsible for any claims in law or equity occasioned by failure of the Service Provider to comply with this section.
(d) Medical Professional Liability with limit no less than $2,000,000 per occurrence and $6,000,000 aggregate. If coverage is written on a claims made basis, the Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.
Insurance must be maintained, and evidence of insurance must be provided for at least three (3) years after completion of the contract of work. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase "extended reporting" coverage for a minimum of three (3) years after completion of contract work. A copy of the claims reporting requirements must be submitted to the City for review.
Neither the CITY nor any of its elected or appointed officials, officers, agents, employees, or volunteers makes any representation that the types of insurance and the limits specified to be carried by Service Provider under this Agreement are adequate to protect Service Provider. If Service Provider believes that any such insurance coverage is insufficient, Service Provider shall provide, at its own expense, such additional insurance as Service Provider deems adequate.
5.2. Endorsements. The commercial general liability insurance policy and business automobile liability policy shall contain or be endorsed to contain the following provisions as worded below:
(a) Additional insureds: "The City of Placentia and its elected and appointed boards, officers, officials, agents, employees, and volunteers are additional insureds with respect to: liability arising PSA/Emergency Ambulance Services Inc.
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out of activities performed by or on behalf of the Service Provider pursuant to its contract with the City; products and completed operations of the Service Provider; premises owned, occupied or used by the Service Provider; automobiles owned, leased, hired, or borrowed by the Service Provider."
(b) Notice: "Service Provider shall provide immediate written notice if (1) any of the required insurance policies is terminated; (2) the limits of any of the required polices are reduced; (3) or the deductible or self -insured retention is increased. In the event of any cancellation or reduction in coverage or limits of any insurance, Service Provider shall forthwith obtain and submit proof of substitute insurance.
Should Service Provider fail to immediately procure other insurance, as specified, to substitute for any canceled or altered policy, the City may procure such insurance at Service Provider's sole cost and expense."
(c) Other insurance: "The Service Provider's insurance coverage shall be primary insurance as respects the City of Placentia, its officers, officials, agents, employees, and volunteers. Any other insurance maintained by the City of Placentia shall be excess and not contributing with the insurance provided by this policy." (d) Any failure to comply with the reporting provisions of the policies shall not affect coverage provided to the City of Placentia, its officers, officials, agents, employees, and volunteers. (e) The Service Provider's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.
5.3. Deductible or Self -Insured Retention. If any of such policies provide for a deductible or self -insured retention to provide such coverage, the amount of such deductible or self -insured retention shall be approved in advance by City. No policy of insurance issued as to which the City is an additional insured shall contain a provision which requires that no insured except the named insured can satisfy any such City - approved deductible or self -insured retention.
5.4. Certificates of Insurance. Service Provider shall provide to City certificates of insurance showing the insurance coverages and required endorsements described above, in a form and content approved by City, prior to performing any services under this Agreement. The certificates of insurance and endorsements shall be attached hereto as Exhibit "C", and are incorporated herein by this reference.
5.5. Non -limiting. Nothing in this Section shall be construed as limiting in any way, the indemnification provision contained in this Agreement, or the extent to which PSA/Emergency Ambulance Services Inc.
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Service Provider may be held responsible for payments of damages to persons or property.
6.0. GENERAL PROVISIONS
6.1. Entire Agreement. This Agreement and its Exhibits constitutes the entire agreement between the parties with respect to any matter referenced herein and supersedes any and all other prior writings and oral negotiations. This Agreement may be modified only in writing and signed by the parties in interest at the time of such modification. The terms of this Agreement shall prevail over any inconsistent provision in any other contract document appurtenant hereto, including exhibits to this Agreement.
6.2. Representatives. The City Administrator or his or her designee shall be the representative of City for purposes of this Agreement and may issue all consents, approvals, directives and agreements on behalf of the City, called for by this Agreement, except as otherwise expressly provided in this Agreement.
Service Provider shall designate a representative for purposes of this Agreement who shall be authorized to issue all consents, approvals, directives and agreements on behalf of Service Provider called for by this Agreement, except as otherwise expressly provided in this Agreement.
6.3. Contract Managers. City shall designate a Contract Manager to work directly with Service Provider in the performance of this Agreement. It shall be the Service Provider's responsibility to assure that the Contract Manager is kept informed of the progress of the performance of the services and the Service Provider shall refer any decision, which must be made by City, to the Contract Manager. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Manager.
Service Provider shall designate a Management Contact who shall represent it and be its agent in all consultations with City during the term of this Agreement and who shall not be changed by Service Provider without the express written approval by the City. Service Provider or its Management Contact shall attend and assist in all coordination meetings called by City.
6.4. Notices. Any notices, documents, correspondence or other communications concerning this Agreement, or the work hereunder may be provided by personal delivery, facsimile or if mailed, shall be addressed as set forth below and placed in a sealed envelope, postage prepaid, and deposited in the United States Postal Service.
Such communication shall be deemed served or delivered: a) at the time of delivery if such communication is sent by personal delivery; b) at the time of transmission if such communication is sent by facsimile; and c) 72 hours after deposit in the U.S. Mail as reflected by the official U.S. postmark if such communication is sent through regular United States mail.
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IF TO SERVICE PROVIDER: IF TO CITY:
Emergency Ambulance Service Inc., City of Placentia
401 E. Chapman
Placentia, CA 92870
Tel: ( ) Tel: (714) 993-8171
Fax: ( ) Fax: (714) 528-4640
Attn: Attn: Rosanna Ramirez
6.5. Attorneys' Fees. In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof.
6.6. Governing Law. This Agreement shall be governed by and construed under the laws of the State of California without giving effect to that body of laws pertaining to conflict of laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto agree that the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California. Service Provider agrees to submit to the personal jurisdiction of such court in the event of such action.
6.7. Assignment. Service Provider shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of Service Provider's interest in this Agreement without City's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for termination of this Agreement. Regardless of City's consent, no subletting or assignment shall release Service Provider of Service Provider's obligation to perform all other obligations to be performed by Service Provider hereunder for the term of this Agreement.
6.8. Indemnification and Hold Harmless. Service Provider shall defend, indemnify and hold City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner which actually or allegedly arise out of or are incident to any alleged acts, omissions, negligence or willful misconduct of Service Provider, its officials, officers, employees, agents, and subcontractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorney's fees and other related costs and expenses except where caused by the active negligence, sole negligence, or willful misconduct of City its officials, officers, employees, volunteers and agents. Service Provider shall defend, at Service Provider's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, officials, officers, employees, volunteers and agents. Service PSA/Emergency Ambulance Services Inc.
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Provider shall pay and satisfy any judgment, award or decree that may be rendered against City or its officials, officers, employees, volunteers and agents, in any such suit, action or other legal proceeding. Service Provider shall reimburse City and its officials, officers, employees, volunteers and/or agents, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Service Provider's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by City, its officials, officers, employees, volunteers and agents.
6.9. Independent Contractor. Service Provider is and shall be acting at all times as an independent contractor and not as an employee of City. Service Provider shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act on behalf of City as an agent. Neither City nor any of its agents shall have control over the conduct of Service Provider or any of Service Provider's employees, except as set forth in this Agreement. Service Provider shall not, at any time, or in any manner, represent that it or any of its or employees are in any manner agents or employees of City. Service Provider shall secure, at its sole expense, and be responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for Service Provider and its officers, agents, and employees, and all business licenses, if any are required, in connection with the services to be performed hereunder. Service Provider shall indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement.
Service Provider further agrees to indemnify and hold City harmless from any failure of Service Provider to comply with the applicable worker's compensation laws. City shall have the right to offset against the amount of any fees due to Service Provider under this Agreement any amount due to City from Service Provider as a result of Service Provider's failure to promptly pay to City any reimbursement or indemnification arising under this paragraph.
6.10. PERS Eligibility Indemnification. In the event that Service Provider or any employee, agent, or subcontractor of Service Provider providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Service Provider shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Service Provider or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.
Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Service Provider and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits.
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6.11. Cooperation. In the event any claim or action is brought against City relating to Service Provider's performance or services rendered under this Agreement, Service Provider shall render any reasonable assistance and cooperation which City might require.
6.12. Ownership of Documents. All findings, reports, documents, information and data including, but not limited to, computer tapes or discs, preliminary notes, working documents, files and tapes furnished or prepared by Service Provider or any of its subcontractors in the course of performance of this Agreement, shall be and remain the sole property of City. Service Provider agrees that any such documents or information shall not be made available to any individual or organization without the prior consent of City but shall be made available to the City within ten (10) days of request or within ten (10) days of termination. Any use of such documents for other projects not contemplated by this Agreement, and any use of incomplete documents, shall be at the sole risk of City and without liability or legal exposure to Service Provider. Service Provider shall deliver to City any findings, reports, documents, information, data, preliminary notes and working documents, in any form, including but not limited to, computer tapes, discs, files audio tapes or any other Project related items as requested by City or its authorized representative, at no additional cost to the City.
6.13. Public Records Act Disclosure. Service Provider has been advised and is aware that this Agreement and all reports, documents, information and data, including, but not limited to, computer tapes, discs or files furnished or prepared by Service Provider, or any of its subcontractors, pursuant to this Agreement and provided to City may be subject to public disclosure as required by the California Public Records Act (California Government Code Section 6250 et seq.). Exceptions to public disclosure may be those documents or information that qualify as trade secrets, as that term is defined in the California Government Code Section 6254.7, and of which Service Provider informs City of such trade secret, and records relating to provision of medical aid and assistance to any individual under such individual's State and Federal rights of privacy and the provisions of the Health Insurance Portability and Accountability Act of 1996. The City will endeavor to maintain as confidential all information obtained by it that is designated as a trade secret or personal health records. The City shall not, in any way, be liable or responsible for the disclosure of any trade secret or personal health records including, without limitation, those records so marked if disclosure is deemed to be required by law or by order of the Court.
6.14. Conflict of Interest. Service Provider and its officers, employees, associates and City -approved subcontractors, if any, will comply with all conflict of interest statutes of the State of California applicable to Service Provider's services under this agreement, including, but not limited to, the Political Reform Act (Government Code Sections 81000, et seq.) and Government Code Section 1090. During the term of this Agreement, Service Provider and its officers, employees, associates and City -approved subcontractors shall not, without the prior written approval of the City Representative, perform work for another person or entity for whom Service Provider is not currently PSA/Emergency Ambulance Services Inc.
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performing work that would require Service Provider or one of its officers, employees, associates or City -approved subcontractors to abstain from a decision under this Agreement pursuant to a conflict of interest statute.
6.15. Responsibility for Errors. Service Provider shall be responsible for its work and results under this Agreement. Service Provider, when requested, shall furnish clarification and/or explanation as may be required by the City's representative, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Service Provider occurs, then Service Provider shall, at no cost to City, provide all actions to the sole satisfaction of City and to participate in any meeting required with regard to the correction.
6.16. Prohibited Employment. Service Provider will not employ any regular employee of City while this Agreement is in effect.
6.17. Order of Precedence. In the event of an inconsistency in this Agreement and any of the attached Exhibits, the terms set forth in this Agreement shall prevail. If and to the extent this Agreement incorporates by reference any provision of any document, such provision shall be deemed a part of this Agreement. Nevertheless, if there is any conflict among the terms and conditions of this Agreement and those of any such provision or provisions so incorporated by reference, the conflict shall be resolved by giving precedence in the following order, if applicable:
a. This Agreement;
b. Exhibit D: Original Agreement between City and Original Provider; c. Exhibit A: Original Provider's Proposal (Lynch EMS Inc.); d. Exhibit B: City's Request for Proposals.
6.18. Costs. Each party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein.
6.19. No Third Party Beneficiary Rights. This Agreement is entered into for the sole benefit of City and Service Provider and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right in, under or to this Agreement.
6.20. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement.
6.21. Construction. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no PSA/Emergency Ambulance Services Inc.
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presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.
6.22. Amendments. Only a writing executed by the parties hereto or their respective successors and assigns may amend this Agreement. For amendments affecting administrative business operations not related to overall service levels, compensation or performance standards, those may be approved administratively by the City Administrator. For amendments affecting compensation, performance standards or service levels, those must be approved by the City Council.
6.23. Waiver. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy in respect to any occurrence or event shall not be deemed a waiver of any right or remedy in respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver.
6.24. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable in any circumstance, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance. Notwithstanding the foregoing, if the value of this Agreement, based upon the substantial benefit of the bargain for any party, is materially impaired, which determination made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations.
6.25. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement.
6.26. Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by doing so the parties hereto are formally bound to the provisions of this Agreement.
6.27. Recitals Incorporated. All of the recitals to this Agreement are incorporated into the Agreement by this reference.
6.28 Modifications to Exhibit B (RFP). The following changes or clarifications shall be made to requirements set forth in Exhibit B (City's Original Request for Proposals):
1. Page 7 of 86, the contract term shall be as stated in this Agreement.
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2. Page 17, 3rd paragraph. City will not be providing fuel or vehicle registration to Service Provider.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their respective authorized officers, as of the date first above written.
CITY OF PLACENTIA,
A charter city
Date:
Thomas R. Hatch, Interim City Administrator
ATTEST:
Robert S. McKinnell
City Clerk and ex -officio Clerk
of the City of Placentia
SERVICE PROVIDER
Path, Scailiormmik,
Signature
Emergency Ambulance Service Inc.
Paul Scarborough
President & CEO
Name and Title
95-3175162
Social Security or Taxpayer ID Number
APPROVED AS TO FORM:
Christian L. Bettenhausen, City Attorney
Date:
4/10/2025
Date:
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APPROVED AS TO INSURANCE:
Date:
Rosanna Ramirez, Risk Management
APPROVED AS TO CONTENT:
Date:
Rosanna Ramirez, Contract Manager
PSA/Emergency Ambulance Services Inc.
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EXHIBIT A
ORIGINAL PROVIDER'S PROPOSAL AND SCOPE OF WORK
(Original Lynch EMS, Inc. Proposal)
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EXHIBIT B
ORIGINAL REQUEST FOR PROPOSAL FOR 9-1-1/ADVANCED LIFE SUPPORT
EMERGENCY MEDICAL SERVICES
PSA/Emergency Ambulance Services Inc.
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EXHIBIT C
CERTIFICATES OF INSURANCE AND ENDORSEMENTS
PSA/Emergency Ambulance Services Inc.
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EXHIBIT D
ORIGINAL AGREEMENT BETWEEN THE CITY AND ORIGINAL PROVIDER PSA/Emergency Ambulance Services Inc.
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PROFESSIONAL SERVICES AGREEMENT
CITY OF PLACENTIA
PROFESSIONAL SERVICES AGREEMENT
WITH
EMERGENCY AMBULANCE SERVICE, INC.
THIS AGREEMENT ("Agreement") is made and entered into this 15th day of April, 2025 ("Effective Date"), by and between the CITY OF PLACENTIA, a California charter city ("City"), and Emergency Ambulance Service Inc, a California corporation ("Service Provider").
WITNESSETH:
A. WHEREAS, an efficient and effective Emergency Medical Services (EMS) System is critically important to the safety, health and welfare of the public; and B. WHEREAS, City is the designated responsible Agency for the planning, implementation and evaluation of the City EMS System, and City has determined that all requests for 911 emergency medical services shall be met by ALS (Paramedic) equipped and staffed response vehicles; and
C. WHEREAS, pursuant to Health and Safety Code, Division 2.5, Section 1797.201 (Section 201), City has the authority to provide 9-1-1/Advanced Life Support Emergency Medical Services (9-1-1/ALS Services) within its jurisdiction, and has continuously provided those services in the same manner and scope without interruption since at least July 1, 1975; and
D. WHEREAS, pursuant to its rights under Section 201, and as a charter city, City reserves the right to contract for 9-1-1/ALS Services with any qualified public or private service provider; and
E. WHEREAS, the Service Provider shall be equipped and qualified to provide mutual and automatic aid to surrounding communities; and F. WHEREAS, on June 4, 2019, City entered into an agreement (Original Agreement) with Lynch EMS Inc. (Original Provider), as an independent service provider, for the purpose of providing 9-1-1/ALS Services in the City. A copy of the Original Agreement is attached as Exhibit D and is incorporated by this reference, and specifically incorporates all exhibits thereto. All of the services, duties and obligations, required to be performed by the Original Provider under the Original Agreement are hereinafter collectively referred to as either the "Services" or the "9-1-1/ ALS Services"; and G. WHEREAS, the Existing Contract for 9-1-1/ALS Services is due to expire on June 30, 2025, which expiration has created an urgent need to either negotiate an extension to the Original Agreement or find an alternate provider; and 499
G. WHEREAS, City made good faith efforts to meet with the Original Provider to negotiate an extension, but the parties were unable to reach an agreement. The offered extension would be substantially more expensive for the City and would minimize flexibility by requiring a longer contract term; and
H. WHEREAS, the urgent nature of the situation was exacerbated by the recent departure of the prior City Administrator and other factors, which have in turn clarified the need to re-examine the City's long term plan for 9-1-1/ALS Services; and WHEREAS, there is insufficient time to conduct a full RFP process prior to the expiration of the current contract; and
J. WHEREAS, City is currently engaged in its annual budgeting process, and is trying to determine how to address a long term structural deficit in a fiscally sustainable manner; and
K. WHEREAS, given the City's current financial limitations, together with the need to provide ongoing quality 9-1-1/ALS Services, the City Council needs additional time and flexibility in order to properly evaluate how 9-1-1/ALS Services should be provided in the City, and then to conduct an RFP; and
L. WHEREAS, Service Provider has offered to help provide 9-1-1/ALS Services on an urgency basis, at a reasonable cost, and with a flexible contract term that provides the City with the additional time and flexibility it needs to conduct a thorough evaluation; and
M. WHEREAS, Service Provider asserts that it has the appropriate experience, equipment, manpower and expertise to provide 9-1-1/ALS Services, and is willing to provide these Services at the same level and scope, and subject to the same terms and conditions, as are currently being provided under the Original Agreement between the City and the Original Provider; and
N. WHEREAS, City and Service Provider now desire to enter into this Agreement whereby Service Provider shall provide to City all of the same Services as set forth in the Original Agreement attached as Exhibit "D", incorporating all exhibits thereto, except as may be specifically stated herein to the contrary; and L. WHEREAS, no official or employee of City has a financial interest, within the provisions of Sections 1090-1092 of the California Government Code, in the subject matter of this Agreement.
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows:
1.0. SERVICES PROVIDED BY SERVICE PROVIDER
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1.1. Scope of Services. Service Provider shall provide all of the professional Services described in the Original Agreement, attached as Exhibit "D", and incorporating all exhibits to that Original Agreement. The Original Agreement specifically includes, but is not limited to, the Original Agreement itself (Exhibit "D"), the City's Original Request for Proposals for 9-1-1 Advanced Life Support Emergency Medical Services, RFP No. 2018- 01 issued on December 20, 2018 (Exhibit "B"), including among things the contract scope of work, and the Original Service Provider's Proposal (Exhibit "A").
Unless specifically stated herein to the contrary, all terms in this Agreement shall have the same definition and meaning as in the Original Agreement.
1.2. Professional Practices. All professional services to be provided by Service Provider pursuant to this Agreement shall be provided by personnel experienced and licensed in their respective fields and in a manner consistent with the standards of care, diligence and skill ordinarily exercised by professional EMS Providers in similar fields and circumstances in accordance with sound professional practices, legal requirements and regulatory licensure requirements. Service Provider also warrants that it is familiar with all laws that may affect its performance of this Agreement and shall advise City of any changes in any laws that may affect Service Provider's performance of this Agreement.
Service Provider shall keep itself informed of State and Federal laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Service Provider shall at all times observe and comply with all such laws and regulations. Officers and employees shall not be liable at law or in equity occasioned by failure of the Service Provider to comply with this section.
1.3. Performance to Satisfaction of City. Service Provider agrees to perform all the work to the complete satisfaction of the City as prescribed in the scope of work in the City's RFP for these services, Service Provider's Proposal, and within hereinafter specified. The specific performance standards and penalties for not achieving those standards are also outlined in the RFP scope of work. Evaluations of the work will be done by the City Administrator or his or her designee.
1.4. Warranty. Service Provider warrants that it shall perform the services required by this Agreement in compliance with all applicable Federal and California employment laws, including, but not limited to, those laws related to minimum hours and wages; occupational health and safety; fair employment and employment practices; workers' compensation insurance and safety in employment; and all other Federal, State and local laws and ordinances applicable to the services required under this Agreement.
Service Provider shall indemnify and hold harmless City from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description including attorneys' fees and costs, presented, brought, or recovered against City for, or on account of any liability under any of the above -mentioned laws, which may be incurred by reason of Service Provider's performance under this Agreement.
1.5. EMS Deployment Reporting. The City understands the dynamic nature of EMS deployment strategies and posting of EMS resources to ensure fast and effective PSA/Emergency Ambulance Services Inc.
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responses to emergencies to meet required performance standards. Service Provider shall provide the City with a monthly report showing where EMS resources are posted and adjusted in response to changes in call volume and locations.
1.6 Annual Paramedic Licensure Confirmation. Service Provider shall provide evidence of current licensures and County accreditation for each paramedic employed by Service Provider providing 9-1-1/ALS EMS in the City of Placentia on an annual basis.
1.7 Mutual and Automatic Aid. Service Provider shall in accordance with the California Emergency Services Act, as well as Orange County Emergency Medical Services Agency Policy #900.00 — Multi -Casualty Incident Response Plan, enter into agreements with surrounding agencies and the City for responding to requests for mutual and/or automatic aid to neighboring communities.
1.8. Non-discrimination. In performing this Agreement, Service Provider shall not engage in, nor permit its agents to engage in, discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, physical handicap, medical condition, marital status, sexual gender or sexual orientation, except as permitted pursuant to Section 12940 of the Government Code, including the exceptions enumerated therein. Such actions shall include, but not be limited to the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training, including apprenticeship. Service Provider agrees to post in conspicuous places, available to employees and applicants for employment, a notice setting forth provisions of this non- discrimination clause.
Service Provider shall, in all solicitations and advertisements for employees placed by, or on behalf of Service Provider, state that all qualified applicants will receive consideration for employment without regard to age, race, color, religion, sex, marital status, national origin, or mental or physical disability. Service Provider shall cause the paragraphs contained in this Section to be inserted in all subcontracts for any work covered by the Agreement, provided that the foregoing provisions shall not apply to subcontracts for standard commercial supplies or raw materials.
1.9. Exclusive Agreement. Service Provider acknowledges that the City is awarding this agreement on an exclusive basis and shall be the only Service Provider contracted by the City to provide these services.
1.10. Delegation and Assignment. The duties set forth herein shall not be delegated, assigned, or subcontracted to any person or entity without the prior written consent of City. All insurance requirements contained in this Agreement are independently applicable to any and all subcontractors that Service Provider may engage with City consent during the term of this Agreement.
1.11. Confidentiality. Employees of Service Provider in the course of their duties may have access to financial, accounting, statistical, and personal health data of private PSA/Emergency Ambulance Services Inc.
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individuals. Service Provider covenants that all data, documents, discussion, or other information developed or received by Service Provider or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Service Provider without written authorization by City. City shall grant such authorization if disclosure is required by law. All City data shall be returned to City upon the termination of this Agreement.
Service Provider's covenant under this Section shall survive the termination of this Agreement.
2.0. COMPENSATION AND BILLING
2.1. Compensation. Service Provider's total compensation shall not exceed Seven Hundred and Forty Thousand Dollars ($740,000.00) in Year 1 of the agreement.
For any extension, the annual compensation beginning in Year 2 and subsequent years thereafter may be increased by the Consumer Price Index for all Urban Consumers for the Los Angeles -Long Beach -Anaheim area published by the United States Department of Labor, Bureau of Statistics (Index) which is published for the month immediately preceding the adjustment date (Adjustment Index), by a maximum of 3%, whichever is lower. The Adjustment Index shall be compared to the Index which was published for the date immediately preceding the beginning of the first twelve (12) month period (Beginning Index). The 12 -month period shall be July 1 to June 30 each year this agreement is in effect. Notwithstanding the foregoing, Service Provider may request in writing a renegotiation of the annual compensation rate during any contract year after the first year, with at least 6 months notice prior to the end of the current term. Upon such request, the City agrees to negotiate in good faith, and the Service Provider may present relevant expense or budget information as necessary to support a reasonable adjustment to the compensation; provided, however, that the total increase from one year to the next shall not exceed 10%.
Service Provider shall not receive any payments from the City for the performance of any services under this Agreement unless specifically stated in this Agreement. All ALS reimbursement payments or revenue associated with this Agreement shall come exclusively from Service Provider's billing and collection of payment from patients and third -party payors for the performance of any services or provision of equipment or materials related to this Agreement.
Service Provider shall be required to enter into an agreement with the Orange County Exclusive Operating Area A 9-1-1 ambulance transport service provider for billing services for the provision of collecting ALS reimbursement payments for service, unless otherwise indicated by City. City shall not permit any other parties to bill patients or third -party payors, for ALS emergency ambulance services provided by Service Provider with the exception of billing that may be done by ambulance providers authorized by the Orange County Health Care Agency to provide mutual aid during a multi -casualty incident (MCI) or disaster. Service Provider shall comply with all applicable laws governing billing and collection, including but not limited to laws and regulations applicable to patients covered by Medicare, Medicaid, and other public or private reimbursement programs.
PSA/Emergency Ambulance Services Inc.
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2.2. Additional Services. Service Provider shall not receive compensation for any services provided outside the scope of services specified in this Agreement, or which are inconsistent with or in violation of the provisions of this Agreement, unless the City, prior to Service Provider performing the additional services, approves such additional services in writing. It is specifically understood that oral requests and/or approvals of such additional services or additional compensation shall be barred and are unenforceable.
Should the City request in writing additional services that increase the hereinabove described "SCOPE OF SERVICES", an additional fee negotiated between both parties shall be paid to the Service Provider for such additional services.
2.3. Method of Billing. Service Provider shall submit an invoice to the City for approval monthly. Said invoice shall be based on 12 equal monthly payments of the total annual compensation amount allowed under this agreement. City shall pay Service Provider's invoice within thirty (30) days from the date City receives said invoice. Any additional services approved and performed pursuant to this Agreement shall be designated as "Additional Services" on a separate invoice line -item.
2.4. Records and Audits. Records of Service Provider's services and all revenues collected relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City for auditing purposes. City shall call for an independent bi-annual audit of all revenues collected under this agreement, and new revenue sources collected as a result of this agreement, throughout the duration of the agreement including any term extensions. City shall have the right to analyze Service Provider's revenues and operational expenses at mutually convenient times.
3.0. TIME OF PERFORMANCE
3.1. Commencement of Work. The professional services to be performed pursuant to this Agreement shall commence on July 1, 2025, so that there is no gap in the provision of Services. Said services shall be performed in strict compliance with the contract scope of work approved by City as set forth in Exhibit "A."
4.0. TERM AND TERMINATION
4.1. Term. This Agreement shall commence on the Effective Date with service delivery to begin July 1, 2025, and continue for a period of 12 months, unless previously terminated as provided herein or as otherwise agreed to in writing by the parties. One 12 month term extension is available, and may be exercised by the City in its sole and absolute discretion. City shall submit written notice of its decision to extend the Agreement no later than April 1, 2026.
4.2. Notice of Termination. The City reserves and has the right and privilege of canceling, suspending or abandoning the execution of all or any part of the work contemplated by this Agreement, with or without cause, at any time, by providing at least sixty (60) days prior written notice to Service Provider. The termination date shall be PSA/Emergency Ambulance Services Inc.
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deemed effective upon receipt of the notice of termination. In the event of such termination, Service Provider shall immediately stop rendering services as of the termination date under this Agreement unless directed otherwise by the City. If the City suspends, terminates or abandons a portion of this Agreement such suspension, termination or abandonment shall not make void or invalidate the remainder of this Agreement.
If the Service Provider defaults in the performance of any of the terms or conditions of this Agreement, it shall have ten (10) days after service upon it of written notice of such default in which to cure the default by rendering a satisfactory performance. In the event that the Service Provider fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement.
The City shall have the right, notwithstanding any other provisions of this Agreement, to terminate this Agreement, at its option and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement, immediately upon service of written notice of termination on the Service Provider, if the latter should:
a. Be adjudged a bankrupt;
b. Become insolvent or have a receiver of its assets or property appointed because of insolvency;
c. Make a general assignment for the benefit of creditors; d. Default in the performance of any obligation or payment of any indebtedness under this Agreement;
e. Suffer any judgment against it to remain unsatisfied or unbonded of record for thirty (30) days or longer; or
f. Institute or suffer to be instituted any procedures for reorganization or rearrangement of its affairs.
4.3. Compensation. In the event of termination, City shall pay Service Provider for reasonable costs incurred and professional services satisfactorily performed up to and including the date of City's written notice of termination within thirty-five (35) days after service of the notice of termination. City shall not be liable for any claim of lost profits.
4.4. Documents. In the event of termination of this Agreement, all documents prepared by Service Provider in its performance of this Agreement shall be provided to the City.
5.0. INSURANCE
PSA/Emergency Ambulance Services Inc.
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5.1. Minimum Scope and Limits of Insurance. Service Provider shall obtain, maintain, and keep in full force and effect during the life of this Agreement all the following minimum scope of insurance coverages with an insurance company admitted to doing business in California, rated "A," Class X, or better in the most recent Best's Key Insurance Rating Guide, and approved by City:
(a) Broad -form commercial general liability, in a form at least as broad as ISO form #CG 00 01 04 13, including premises -operations, products/completed operations, broad form property damage, blanket contractual liability, independent contractors, personal injury or bodily injury with a policy limit of not less than Five Million Dollars ($5,000,000.00), combined single limits, per occurrence. If such insurance contains a general aggregate limit, it shall apply separately to this Agreement or shall be twice the required occurrence limit. If Service Provider maintains higher limits than the specified minimum limits, City requires and shall be entitled to coverage for the high limits maintained by the Service Provider. The policy shall not have a deductible or self -retention provision in excess of an amount that has been pre -approved by the City. (b) Business automobile liability for owned vehicles, hired, and non - owned vehicles, with a policy limit of not less than Five Million Dollars ($5,000,000.00), combined single limits, each incident for bodily injury and property damage. If such insurance contains a general aggregate limit, it shall apply separately to this Agreement or shall be two times the required occurrence limit. If Service Provider maintains higher limits that the specified minimum limits, City requires and shall be entitled to coverage for the high limits maintained by the Service Provider. The policy shall not have a deductible or self -retention provision in excess of an amount that has been pre -approved by the City.
(c) Workers' compensation insurance as required by the State of California and Employers Liability Insurance with a minimum limit of $1,000,000 per accident for any employee or employees of Service Provider. Service Provider agrees to waive, and to obtain endorsements from its workers' compensation insurer waiving subrogation rights under its workers' compensation insurance policy against the City, its officers and officials, agents, employees, and volunteers for losses arising from work performed by Service Provider for the City and to require each of its subcontractors, if any, to do likewise under their workers' compensation insurance policies.
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Before execution of this Agreement by the City, the Service Provider shall file with the City's Contract Manager the following signed certification:
I am aware of, and will comply with, Section 3700 of the Labor Code, requiring every employer to be insured against liability of Workers' Compensation or to undertake self- insurance before commencing any of the work.
The Service Provider shall also comply with Section 3800 of the Labor Code by securing, paying for and maintaining in full force and effect for the duration of this Agreement, complete Workers' Compensation Insurance, and shall furnish a Certificate of Insurance to the City's Contract Manager before execution of this Agreement by the City. The City, its officers and officials and employees shall not be responsible for any claims in law or equity occasioned by failure of the Service Provider to comply with this section.
(d) Medical Professional Liability with limit no less than $2,000,000 per occurrence and $6,000,000 aggregate. If coverage is written on a claims made basis, the Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.
Insurance must be maintained, and evidence of insurance must be provided for at least three (3) years after completion of the contract of work. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase "extended reporting" coverage for a minimum of three (3) years after completion of contract work. A copy of the claims reporting requirements must be submitted to the City for review.
Neither the CITY nor any of its elected or appointed officials, officers, agents, employees, or volunteers makes any representation that the types of insurance and the limits specified to be carried by Service Provider under this Agreement are adequate to protect Service Provider. If Service Provider believes that any such insurance coverage is insufficient, Service Provider shall provide, at its own expense, such additional insurance as Service Provider deems adequate.
5.2. Endorsements. The commercial general liability insurance policy and business automobile liability policy shall contain or be endorsed to contain the following provisions as worded below:
(a) Additional insureds: "The City of Placentia and its elected and appointed boards, officers, officials, agents, employees, and volunteers are additional insureds with respect to: liability arising PSA/Emergency Ambulance Services Inc.
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out of activities performed by or on behalf of the Service Provider pursuant to its contract with the City; products and completed operations of the Service Provider; premises owned, occupied or used by the Service Provider; automobiles owned, leased, hired, or borrowed by the Service Provider."
(b) Notice: "Service Provider shall provide immediate written notice if (1) any of the required insurance policies is terminated; (2) the limits of any of the required polices are reduced; (3) or the deductible or self -insured retention is increased. In the event of any cancellation or reduction in coverage or limits of any insurance, Service Provider shall forthwith obtain and submit proof of substitute insurance.
Should Service Provider fail to immediately procure other insurance, as specified, to substitute for any canceled or altered policy, the City may procure such insurance at Service Provider's sole cost and expense."
(c) Other insurance: "The Service Provider's insurance coverage shall be primary insurance as respects the City of Placentia, its officers, officials, agents, employees, and volunteers. Any other insurance maintained by the City of Placentia shall be excess and not contributing with the insurance provided by this policy." (d) Any failure to comply with the reporting provisions of the policies shall not affect coverage provided to the City of Placentia, its officers, officials, agents, employees, and volunteers. (e) The Service Provider's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.
5.3. Deductible or Self -Insured Retention. If any of such policies provide for a deductible or self -insured retention to provide such coverage, the amount of such deductible or self -insured retention shall be approved in advance by City. No policy of insurance issued as to which the City is an additional insured shall contain a provision which requires that no insured except the named insured can satisfy any such City - approved deductible or self -insured retention.
5.4. Certificates of Insurance. Service Provider shall provide to City certificates of insurance showing the insurance coverages and required endorsements described above, in a form and content approved by City, prior to performing any services under this Agreement. The certificates of insurance and endorsements shall be attached hereto as Exhibit "C", and are incorporated herein by this reference.
5.5. Non -limiting. Nothing in this Section shall be construed as limiting in any way, the indemnification provision contained in this Agreement, or the extent to which PSA/Emergency Ambulance Services Inc.
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Service Provider may be held responsible for payments of damages to persons or property.
6.0. GENERAL PROVISIONS
6.1. Entire Agreement. This Agreement and its Exhibits constitutes the entire agreement between the parties with respect to any matter referenced herein and supersedes any and all other prior writings and oral negotiations. This Agreement may be modified only in writing and signed by the parties in interest at the time of such modification. The terms of this Agreement shall prevail over any inconsistent provision in any other contract document appurtenant hereto, including exhibits to this Agreement.
6.2. Representatives. The City Administrator or his or her designee shall be the representative of City for purposes of this Agreement and may issue all consents, approvals, directives and agreements on behalf of the City, called for by this Agreement, except as otherwise expressly provided in this Agreement.
Service Provider shall designate a representative for purposes of this Agreement who shall be authorized to issue all consents, approvals, directives and agreements on behalf of Service Provider called for by this Agreement, except as otherwise expressly provided in this Agreement.
6.3. Contract Managers. City shall designate a Contract Manager to work directly with Service Provider in the performance of this Agreement. It shall be the Service Provider's responsibility to assure that the Contract Manager is kept informed of the progress of the performance of the services and the Service Provider shall refer any decision, which must be made by City, to the Contract Manager. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Manager.
Service Provider shall designate a Management Contact who shall represent it and be its agent in all consultations with City during the term of this Agreement and who shall not be changed by Service Provider without the express written approval by the City. Service Provider or its Management Contact shall attend and assist in all coordination meetings called by City.
6.4. Notices. Any notices, documents, correspondence or other communications concerning this Agreement, or the work hereunder may be provided by personal delivery, facsimile or if mailed, shall be addressed as set forth below and placed in a sealed envelope, postage prepaid, and deposited in the United States Postal Service.
Such communication shall be deemed served or delivered: a) at the time of delivery if such communication is sent by personal delivery; b) at the time of transmission if such communication is sent by facsimile; and c) 72 hours after deposit in the U.S. Mail as reflected by the official U.S. postmark if such communication is sent through regular United States mail.
PSA/Emergency Ambulance Services Inc.
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IF TO SERVICE PROVIDER: IF TO CITY:
Emergency Ambulance Service Inc., City of Placentia
401 E. Chapman
Placentia, CA 92870
Tel: ( ) Tel: (714) 993-8171
Fax: ( ) Fax: (714) 528-4640
Attn: Attn: Rosanna Ramirez
6.5. Attorneys' Fees. In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof.
6.6. Governing Law. This Agreement shall be governed by and construed under the laws of the State of California without giving effect to that body of laws pertaining to conflict of laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto agree that the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California. Service Provider agrees to submit to the personal jurisdiction of such court in the event of such action.
6.7. Assignment. Service Provider shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of Service Provider's interest in this Agreement without City's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for termination of this Agreement. Regardless of City's consent, no subletting or assignment shall release Service Provider of Service Provider's obligation to perform all other obligations to be performed by Service Provider hereunder for the term of this Agreement.
6.8. Indemnification and Hold Harmless. Service Provider shall defend, indemnify and hold City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner which actually or allegedly arise out of or are incident to any alleged acts, omissions, negligence or willful misconduct of Service Provider, its officials, officers, employees, agents, and subcontractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorney's fees and other related costs and expenses except where caused by the active negligence, sole negligence, or willful misconduct of City its officials, officers, employees, volunteers and agents. Service Provider shall defend, at Service Provider's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, officials, officers, employees, volunteers and agents. Service PSA/Emergency Ambulance Services Inc.
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Provider shall pay and satisfy any judgment, award or decree that may be rendered against City or its officials, officers, employees, volunteers and agents, in any such suit, action or other legal proceeding. Service Provider shall reimburse City and its officials, officers, employees, volunteers and/or agents, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Service Provider's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by City, its officials, officers, employees, volunteers and agents.
6.9. Independent Contractor. Service Provider is and shall be acting at all times as an independent contractor and not as an employee of City. Service Provider shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act on behalf of City as an agent. Neither City nor any of its agents shall have control over the conduct of Service Provider or any of Service Provider's employees, except as set forth in this Agreement. Service Provider shall not, at any time, or in any manner, represent that it or any of its or employees are in any manner agents or employees of City. Service Provider shall secure, at its sole expense, and be responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for Service Provider and its officers, agents, and employees, and all business licenses, if any are required, in connection with the services to be performed hereunder. Service Provider shall indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement.
Service Provider further agrees to indemnify and hold City harmless from any failure of Service Provider to comply with the applicable worker's compensation laws. City shall have the right to offset against the amount of any fees due to Service Provider under this Agreement any amount due to City from Service Provider as a result of Service Provider's failure to promptly pay to City any reimbursement or indemnification arising under this paragraph.
6.10. PERS Eligibility Indemnification. In the event that Service Provider or any employee, agent, or subcontractor of Service Provider providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Service Provider shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Service Provider or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.
Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Service Provider and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits.
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6.11. Cooperation. In the event any claim or action is brought against City relating to Service Provider's performance or services rendered under this Agreement, Service Provider shall render any reasonable assistance and cooperation which City might require.
6.12. Ownership of Documents. All findings, reports, documents, information and data including, but not limited to, computer tapes or discs, preliminary notes, working documents, files and tapes furnished or prepared by Service Provider or any of its subcontractors in the course of performance of this Agreement, shall be and remain the sole property of City. Service Provider agrees that any such documents or information shall not be made available to any individual or organization without the prior consent of City but shall be made available to the City within ten (10) days of request or within ten (10) days of termination. Any use of such documents for other projects not contemplated by this Agreement, and any use of incomplete documents, shall be at the sole risk of City and without liability or legal exposure to Service Provider. Service Provider shall deliver to City any findings, reports, documents, information, data, preliminary notes and working documents, in any form, including but not limited to, computer tapes, discs, files audio tapes or any other Project related items as requested by City or its authorized representative, at no additional cost to the City.
6.13. Public Records Act Disclosure. Service Provider has been advised and is aware that this Agreement and all reports, documents, information and data, including, but not limited to, computer tapes, discs or files furnished or prepared by Service Provider, or any of its subcontractors, pursuant to this Agreement and provided to City may be subject to public disclosure as required by the California Public Records Act (California Government Code Section 6250 et seq.). Exceptions to public disclosure may be those documents or information that qualify as trade secrets, as that term is defined in the California Government Code Section 6254.7, and of which Service Provider informs City of such trade secret, and records relating to provision of medical aid and assistance to any individual under such individual's State and Federal rights of privacy and the provisions of the Health Insurance Portability and Accountability Act of 1996. The City will endeavor to maintain as confidential all information obtained by it that is designated as a trade secret or personal health records. The City shall not, in any way, be liable or responsible for the disclosure of any trade secret or personal health records including, without limitation, those records so marked if disclosure is deemed to be required by law or by order of the Court.
6.14. Conflict of Interest. Service Provider and its officers, employees, associates and City -approved subcontractors, if any, will comply with all conflict of interest statutes of the State of California applicable to Service Provider's services under this agreement, including, but not limited to, the Political Reform Act (Government Code Sections 81000, et seq.) and Government Code Section 1090. During the term of this Agreement, Service Provider and its officers, employees, associates and City -approved subcontractors shall not, without the prior written approval of the City Representative, perform work for another person or entity for whom Service Provider is not currently PSA/Emergency Ambulance Services Inc.
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performing work that would require Service Provider or one of its officers, employees, associates or City -approved subcontractors to abstain from a decision under this Agreement pursuant to a conflict of interest statute.
6.15. Responsibility for Errors. Service Provider shall be responsible for its work and results under this Agreement. Service Provider, when requested, shall furnish clarification and/or explanation as may be required by the City's representative, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Service Provider occurs, then Service Provider shall, at no cost to City, provide all actions to the sole satisfaction of City and to participate in any meeting required with regard to the correction.
6.16. Prohibited Employment. Service Provider will not employ any regular employee of City while this Agreement is in effect.
6.17. Order of Precedence. In the event of an inconsistency in this Agreement and any of the attached Exhibits, the terms set forth in this Agreement shall prevail. If and to the extent this Agreement incorporates by reference any provision of any document, such provision shall be deemed a part of this Agreement. Nevertheless, if there is any conflict among the terms and conditions of this Agreement and those of any such provision or provisions so incorporated by reference, the conflict shall be resolved by giving precedence in the following order, if applicable:
a. This Agreement;
b. Exhibit D: Original Agreement between City and Original Provider; c. Exhibit A: Original Provider's Proposal (Lynch EMS Inc.); d. Exhibit B: City's Request for Proposals.
6.18. Costs. Each party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein.
6.19. No Third Party Beneficiary Rights. This Agreement is entered into for the sole benefit of City and Service Provider and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right in, under or to this Agreement.
6.20. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement.
6.21. Construction. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no PSA/Emergency Ambulance Services Inc.
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presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.
6.22. Amendments. Only a writing executed by the parties hereto or their respective successors and assigns may amend this Agreement. For amendments affecting administrative business operations not related to overall service levels, compensation or performance standards, those may be approved administratively by the City Administrator. For amendments affecting compensation, performance standards or service levels, those must be approved by the City Council.
6.23. Waiver. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy in respect to any occurrence or event shall not be deemed a waiver of any right or remedy in respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver.
6.24. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable in any circumstance, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance. Notwithstanding the foregoing, if the value of this Agreement, based upon the substantial benefit of the bargain for any party, is materially impaired, which determination made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations.
6.25. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement.
6.26. Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by doing so the parties hereto are formally bound to the provisions of this Agreement.
6.27. Recitals Incorporated. All of the recitals to this Agreement are incorporated into the Agreement by this reference.
6.28 Modifications to Exhibit B (RFP). The following changes or clarifications shall be made to requirements set forth in Exhibit B (City's Original Request for Proposals):
1. Page 7 of 86, the contract term shall be as stated in this Agreement.
PSA/Emergency Ambulance Services Inc.
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2. Page 17, 3rd paragraph. City will not be providing fuel or vehicle registration to Service Provider.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their respective authorized officers, as of the date first above written.
CITY OF PLACENTIA,
A charter city
Date:
Thomas R. Hatch, Interim City Administrator
ATTEST:
Robert S. McKinnell
City Clerk and ex -officio Clerk
of the City of Placentia
SERVICE PROVIDER
Path, Scailiormmik,
Signature
Emergency Ambulance Service Inc.
Paul Scarborough
President & CEO
Name and Title
95-3175162
Social Security or Taxpayer ID Number
APPROVED AS TO FORM:
Christian L. Bettenhausen, City Attorney
Date:
4/10/2025
Date:
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APPROVED AS TO INSURANCE:
Date:
Rosanna Ramirez, Risk Management
APPROVED AS TO CONTENT:
Date:
Rosanna Ramirez, Contract Manager
PSA/Emergency Ambulance Services Inc.
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EXHIBIT A
ORIGINAL PROVIDER'S PROPOSAL AND SCOPE OF WORK
(Original Lynch EMS, Inc. Proposal)
PSA/Emergency Ambulance Services Inc.
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EXHIBIT B
ORIGINAL REQUEST FOR PROPOSAL FOR 9-1-1/ADVANCED LIFE SUPPORT
EMERGENCY MEDICAL SERVICES
PSA/Emergency Ambulance Services Inc.
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EXHIBIT C
CERTIFICATES OF INSURANCE AND ENDORSEMENTS
PSA/Emergency Ambulance Services Inc.
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EXHIBIT D
ORIGINAL AGREEMENT BETWEEN THE CITY AND ORIGINAL PROVIDER PSA/Emergency Ambulance Services Inc.
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