Loading...
HomeMy WebLinkAbout4.2 First Responder Agmt82 STAFF STAFF REPORT CITY CLERK CITY COUNCIL File # 600 -40 DATE: October 4, 2011 TO: Honorable Mayor and City Councilmembers FROM: Joni Pattillo, City Manager a_ P,'a SUBJECT: First Responder Advanced Life Support (FRALS) Agreement with the County of Alameda Prepared by Christopher L. Foss, Assistant City Manager EXECUTIVE SUMMARY: The proposed item would approve a five -year First Responder Advanced Life Support (FRALS) agreement with the County of Alameda. The agreement will reimburse the City of Dublin for providing four (4) first responder units, which is an enhancement to the emergency medical services within the City of Dublin. FINANCIAL IMPACT: The proposed agreement will compensate the City for four (4) FRALS units a total of $892,870.91 over the five year term of the agreement. RECOMMENDATION: It is Staff's recommendation that the City Council adopt Resolution authorizing a Five -Year (November 1, 2011 to October 31, 2016) First Responder Advanced Life Support (FRALS) Agreement with the County of Alameda. Submitted By Fire Chief Reviewed By Assistant City Manager Page 1 of 3 ITEM NO. 4.2 DESCRIPTION: The County of Alameda is designated, by California Health and Safety Code Division 2.5, Section 1797.94, as the responsible agency for establishing policies and procedures for the approval and designation of paramedic service providers within its jurisdictions, including the City of Dublin. The County of Alameda established an Emergency Medical District and has entered into contracts with public and private providers to assure that emergency medical services are available within the jurisdictions. The City of Dublin is provided fire protection services through a contract with the Alameda County Fire Department (ACFD). The contract calls for ACFD to provide, in addition to basic fire suppression and prevention, emergency first aid, Basic Life Support (BLS), and Advanced Life Support (ALS)- Paramedic services on its First Responder units to enhance the emergency medical services provided to the residents as well as to allow the private ambulance provider with the ability to meet certain response time requirements. The private ambulance provider must meet the response time of being on scene at a Code 3 (lights and sirens) medical assistance call within eight minutes and thirty seconds no less than ninety percent (90 %) of the time within any month. The City of Dublin currently provides for a paramedic on each of the department's four units (3 Engine companies and 1 Truck company) and thus has four (4) First Responder Advanced Life Support units. The proposed agreement will compensate the City for four (4) FRALS units as follows.. The City of Dublin has approved First Responder Advanced Life Support ( FRALS) agreements with the County of Alameda in 2000, 2004 and again in 2009. The City Council considered a letter amending the 2009 agreement on June 7, 2011 (see Attachment 1). Staff is requesting the City Council to adopt the proposed resolution (Attachment 2) approving the agreement. The proposed FRALS agreement (Attachment 3, entitled Exhibit A to Resolution) shall be in effect Page 2 of 3 Amount per FRALS % Quarterly Time Period COLA Unit x 4 Funded Amount Total Amount 11/01/2011 - 10/31 /2012 $42,893.16 x 4 = 0% $171,572.64 100% $42,893.16 $171,572.64 11/01/2012 - 10/31 /2013 $43, 751.02 x 4 = 2% $175004.08 100% $43,751.02 $175,004.08 11/01/2013 - 10/31/2014 $44,626.04 x 4 = 2% $178,504.16 100% $44,626.04 $178,504.16 11/01/2014 — 10/31 /2015 $45,518.56 x 4 = 2% $182,074.24 100% $45,518.56 $182,074.24 11/01/2015 - 10/31/2016 $46,428.94 x 4 = 2% $185,715.76 100% $46,428.94 $185,715.76 The City of Dublin has approved First Responder Advanced Life Support ( FRALS) agreements with the County of Alameda in 2000, 2004 and again in 2009. The City Council considered a letter amending the 2009 agreement on June 7, 2011 (see Attachment 1). Staff is requesting the City Council to adopt the proposed resolution (Attachment 2) approving the agreement. The proposed FRALS agreement (Attachment 3, entitled Exhibit A to Resolution) shall be in effect Page 2 of 3 for five years beginning November 1, 2011 to October 31, 2016 unless terminated early. The proposed agreement also allows a five -year extension upon mutual consent of both parties The proposed agreement provides a higher level of emergency services for the residents of Dublin, and provides a funding source to compensate for the additional training necessary to upgrade the service. The agreement will reimburse the City of Dublin for providing first responder units, and will be a further enhancement to the emergency medical service within the City of Dublin. NOTICING REQUIREMENTS /PUBLIC OUTREACH: 1► •CTiO ATTACHMENTS: 1. June 7, 2010 Staff Report 2. Resolution Authorizing a Five -Year (November 1, 2011 to October 31, 2016) First Responder Advanced Life Support (FRALS) Agreement with the County of Alameda 3. Exhibit A to the Resolution - Agreement with Alameda County Page 3 of 3 TO: Honorable Mayor and City Councilmembers FROM: Joni Pattillo, City Manager SUBJEC : Letter of Agreement with the County of Alameda for the.continuance of First Responder Advanced Life Support (FRALS) services Prepared By. Christopher L. Foss, Assistant City Manager EXECUTIVE SUMMARY: The proposed item is a Letter of Agreement between the City of Dublin and the County of Alameda to extend the current First Responder Advanced Life Support (FRALS) agreement until October 31, 2011 to allow both parties adequate time to complete a new agreement. FINANCIAL IMPACT: There is no financial impact to this action at this time. RECOMMENDATION: It is Staffs recommendation that the City Council adopt a Resolution approving a Letter of Agreement between the City of Dublin and the County of Alameda for continued First Responder Advanced Life Support services (FRALS Services). Submi d B Assistant City Manager Page 1 of 2 ITEM NO DESCRIPTION: The County of Alameda is designated, by California Health and Safety Code Division 2.5, Section 1797.94, as the responsible agency for establishing policies and procedures for the approval and designation of paramedic service providers within its jurisdictions, including the City of Dublin. The County of Alameda established an Emergency Medical District and has entered into contracts with public and private providers to assure that emergency medical services are available within the jurisdictions. The last First Responder Advanced Life Support ( FRALS) agreement the City executed with the County of Alameda was on May 5, 2009 (Attachment 1). The current agreement expires on June 30, 2011. The proposed Letter of Agreement (Attachment 2) would extend the agreement until October 31, 2011 (or until the new agreement is executed) to allow both parties an opportunity to finalize the new agreement, The City Manager would execute the agreement on the City's behalf. NOTICING REQUIREMENTS/PUBLIC OUTREACH: None. ATTACHMENTS: 1. May 5, 2009 Staff Report on FRALS Agreement 2. Draft Letter of Agreement 3. Resolution Approving a Letter of Agreement between the City of Dublin and the County of Alameda for Continued First Responder Advanced Life Support Services ( FRALS Services) 1654541.1 Page 2 of 2 AGENDA STATEMENT CITY COUNCIL MEETING DATE: May 59 2009 SUBJECT: Extension of the First Responder Advanced Life Support ( FRALS) Agreement with the County of Alameda Report Prepared by: Christopher L. Foss, Assistant City Manager ATTACHMENTS: 1. October 51 2004 Staff Report and FRALS Agreement 2. Resolution and proposed Amendment to First Responder Advanced Life Support ( FRALS) Agreement commencing July 1, 2009 and -continuing until June 30, 2011 RECOMMENDATION: Adopt Resolution authorizing a Two -'Year Extension (July 1, 2009 to June 30, 2011) to the First Responder Advanced Life Support ( FRALS) Agreement with the County of Alameda. FINANCIAL STAT NT: The proposed amendment will compensate the City for four (4) FRALS units at a rate of $42,893.16 per unit per year for a total of $343,145.28 over the two year term on the amendment. DESCRIPTION: The County of Alameda is designated, by California Health and Safety Code Division 2.5, Section 1797.94, as the responsible agency for establishing policies and procedures for the approval and designation of paramedic service providers within its jurisdictions, including the City of Dublin. The County of Alameda established an Emergency Medical District and has entered into contracts with public and private providers to assure that emergency medical services are available within the jurisdictions. The City of Dublin is provided fire protection services through a contract with the Alameda County Fire Department (ACFD). The contract calls for ACFD to provide, •in addition to basic fire suppression and prevention, emergency first aid, Basic Life Support (BLS), and Advanced Life Support (ALS)- Paramedic services on its First Responder units to enhance the emergency medical services provided to the residents as well as to allow the private ambulance provider with the ability to meet certain response time requirements. The private ambulance provider must meet the response time of being on scene at a Code 3 --- ----------------------- -------------------------------------------- ..: - COPY TO: I Page I of 2 ARAI� I GAChriffirelAgenda Statement FRALS May 2009.doc (lights and sirens) medical assistance call within ten' (10) minutes no less than ninety percent (90 %) of the time within any month. The City of Dublin currently provides for a paramedic on each of the department's four units (3 Engine companies and 1 Truck company) and thus has four (4) First Responder Advanced Life Support Units. The proposed amendment will compensate the City for four (4) FRALS units at a rate of $42,893.16 per unit per year for a total of $343,145.28 over the two year term. The City of Dublin has approved First Responder Advanced Life Support (FRALS) agreements with the County of Alameda in 2000 and again in 2004 (see Attachment 1 for 2004 staff report and agreement). The proposed amendment to the FRALS agreement shall be in effect for two years beginning July 1, 2009 to June 30, 2011 unless terminated early. The proposed agreement provides a higher level of emergency services for the residents of Dublin, and provides a funding source to compensate for the additional training necessary to upgrade the service. The agreement will reimburse the City of Dublin for providing first responder units, and will be a further enhancement to the emergency medical service within the City of Dublin. RECOMMENDATION: It is staffs recommendation that the City Council adopt Resolution authorizing a Two -Year Extension (July 1, 2009 to June 30, 2011) to the First Responder Advanced Life Support (FRALS) Agreement with the County of Alameda. 4 rr7, . , 3 a I- AGENDA STATEMENT . CITY COUNCIL. MEETING DATE: October 5, 2004 SUBJECT: Authorization of a Five -Year (July 1, 2004 until June 30, 2009) First Responder Advanced Life Support ( FRALS) Agreement with the County of Alameda CINA Report Prepared By: Joni Lm Pattillo, Assistant City Manager ATTACHMENT:. 1) Resolution and Proposed'First Responder Advanced Life Support ( FRALS) Agreement for a period commencing July 1, 2004 and continuing until June 30, 2009 2) June 28, 2004 Staff Report and Amendment to FRALS Agreement RECOMMENDATION: Adopt Resolution authorizing Mayor to sign. the First Responder Advanced Life Support ( FRALS) Agreement for a period commencing July 1, 2004, and continuing until June 30, 2009, unless terminated earlier in accordance with this Agreement. FINANCIAL STATEMENT: This proposed agreement will compensate the City for the additional fire engine company that is associated with Fire Station 18. The City will now be compensated for four (4) FRALS units at a rate of $37,000 each for a grand total for FY 2004 -2005 of $148,000. The additional compensation for the fourth FRALS, unit was included as part of the City of Dublin's FY 2004 -2005 budget (the compensation rate budgeted was $37,377 and the County rounded down to $37,000). The Agreement also includes a. 3% escalator for subsequent fiscal years. DESCR MON: The City of Dublin supplies fire protection services through a Fire Protection and Emergency Medical Services agreement with the Alameda County Fire District (ACFD), also known as the Alameda County Fire Department. The contract calls for ACFD to provide basic fire suppression and prevention, emergency first aid, Basic Life Support (BLS), and Advanced Life Support (ALS)- Paramedic services on its First Responder units to enhance the emergency medical services provided to Dublin residents. This allows the .private ambulance provider the ability to meet the response time of being on the COPIES TO: GACCL rrrS\2004 a;► 0d\104"4\ ft-RU.a" scene at a Code 3 (lights and sirens) medical assistance call within ten (10) minutes; no less than ninety percent (90 %) of the time within any month. Y * All At the June 28, 2004, City Council meeting, the Council agreed to extend the FRALS Agreement until August 31, 2004 until a new agreement could be completed. The County of Alameda, along with a work group made up of Fire Chiefs from the various jurisdictions in Alameda County, developed this new agreement, which includes the recognition of the City of Dublin's additional fire engine. Due to the complexities, the new agreement took a little longer than expected; however, the agreement acknowledges a full year of reimbursement for the City of Dublin's four (4) FRALS units. Staff recommends that the City Council adopt the Resolution authorizing the Mayor to sign the First Responder Advanced Life Support ( FRALS) Agreement for a period commencing July 1, 2004, and continuing until June 30, 2009, unless terminated earlier in accordance with this Agreement. �j RESOLUTIoN No. 04 j 4- A RESOLUTION OF THE CITY COUNCIL OF' CITY OF DUBLIN AUTHORIZING A )F &YEAR (JULY It 2004. -- JUNE 301, 2009) FIRST RESPONDER ADVANCED LIFE SUPPORT ( FRALS) AGREEMENT WITH THE COUNTY OF ALAMEDA WHEREAS, the City of Dublin supplies fire protection services through a Fire Protection and Emergency Medical Services Agreement with the Alameda County Fire District (ACFD), as known as the Alameda County Fire Department; and WHEREAS, the Fire Protection and Emergency Medical Services Agreement calls for ACFD to provide basic :hre suppression and prevention, emergency first aid, Basic Life Support (BLS), and Advanced Life Support (ALS) Paramedic services on its First Responder units to enhance the emergency medical services provided to the residents of Dublin; and WHEREAS, at its June 28, 2004, meeting, the City Council agreed to extend the existing FRALS Agreement until August 31, 2004, until a new FRALS Agreement g ed as E*ibit A , which reimburses the City of Dublin for providing four (4) first responder units, could be completed. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin hereby authorizes the Mayor to sign the First Responder Advanced Life Support ( FRALS) Agreement for a period commencing July 1, 2004 and continuing until June 30, 2009, unless terminated earlier in accordance with the Agreement: PASSED, APPROVED AND ADOPTED this 5th day of October, 2004. AYES: NOES: ABSENT: ABSTAIN: ATTEST: T ^ City Clerk - - 0:=— MTOMW4.q 4Zd\lO- 05 -04Ltsafrak-doe -1- Mayor M6 ADVANCED LIFE SUPPORT (ALS) FIRST RESPONDER SERVICES AGREEMENT BETWEEN ALAMEDA COUNTY AND CITY OF DUBLIN SECTION I INTRODUCTION 1.1 The COUNTY is designated as the Local Emergency Medical Service Agency (LEMSA) as defined in the California Health and Safety Code Division 2.5, Section-1797.94 responsible for establishing policies and procedures for the approval and designation of paramedic service providers within its jurisdiction. The COUNTY relies on the municipalities to provide the first paramedic on scene In most cases. 1.2 The COUNTY has established an Emergency Medical Service District (EM- 19$3 -1) and has entered Into agreements with various Emergency Medical Services (EMS) providers, both public and private, to assure the availability of emergency paramedic service within the territory of the District. 1.3 The CONTRACTOR. (S) are willing to provide first paramedic response to requests for all medical calls as defined by the algorithms in the County EMS approved Emergency Medical Dispatch (EMD) protocols. 1.3.1 The CONTRACTORS include the agencies /cities listed below: City of Dublin Fire Department 4 FRALS Units The number of First Responder Advanced Life Support (FRALS) units listed will not change during the life of this contract unless it is determined that the system would benefit from adding additional unit(s). Additional units will be negotiated between the Contract Administrator and Contractor with justification. 1.4.1 The parties hereby execute this single agreement which will constitute formal Designation of Contractor as an authorized provider of ALS services within the Alameda County EMS system under Hoalth &Safety Code Section 1797.178, a paramedic servlce- provider agreement under Title 22 CCR Section 100168(b)(4), and a written agreement- regarding the provision of prehospital emergency medical services under Health & Safety.Code Section 1797.201. 1.4.2 Neither CONTRACTOR nor COUNTY waives any rights it may have pursuant to Section 1797.201. SECTION. 2 TERM 2.1.1 This Agreement shall be in effect for a period commencing July 1, 2004, and continuing until June 30, 2009 unless terminated earlier in accordance with this Agreement. SECTION 3 ! EEINITIONS For the purposes of this Agreement, the following words and phrases shall have the meanings respectively ascribed to them by this section. 3.1 Advancer! L fe Support (ALS) — Special services designed to provide definitive prehospital emergency medical care as defined In Health and SafetyCode Section 1797.52, 3.2 ALCO -CMED — The facility designated by the COUNTY as the central communications Center from which EMS requests may be processed and routed to the CONTRACTOR. 3.3 Ambulance --Any motor vehicle equipped with facilities to convey infirm or Injured persons in a reclining position and licensed as an ambulance by the California Highway Patrol. 3.4 Ambulance Unit -- An ambulance staffed with qualified personnel and equipped with appropriate medical equipment and supplies. 3.5 Base Hospital physician, A physician licensed to practice medicine in the State of Callfornia and approved as -a Base Hospital Physician by the Medical Director, and knowledgeable in the medical protocols, radio procedure and general operating policies .of the County EMS system, ohd a person from whom paramedics may take medical direction by radio or other remote communications device. 3.6 Basic Life Su ort BLS — as defined in Health and Safety Code Section 1797.80. 3.7 Conn uter -Aided D 14patch or CAD -- Computer -Aided Dispatch system consisting of associated hardware and software to facilitate call taking., unit selection, resource dispatch and deployment, event time stamping, creation and real time maintenance of Incident database, and Management Information System. 3.8 Contract Administrator — An agent of the COUNTY designated by the Director of the Alameda County Health Care Services Agency. 3.9 Emergency — Any sudden or serious illness or injury requiring Immediate medical or psychiatric attention under circumstances that a delay In prbvlding such services may aggravate the medical condition or cause the loss of life. 3.10 EtargeMy Medical Technician -- I or-EMT-1 -- Personnel as defined In the Health and Safety-Code Section 1797,80. 3.11 Fire De artment Dispatch IFac'ilt — A facility that directly dispatches Fire Department resources "to 9 -1 -1 calls that come into a PSAP. 2 f' 3.12 Mrst Responder — A fire department vehicle,. police vehicle with personnel capable of providing necessary pre - hospital care. 3.13 First Responder ALS Unit (FRALS j — A unit staffed and equipped with a minimum of one California State licensed and Alameda County accredited paramedic capable of providing ALS at scenes of medical emergencies. 3.14 Life Thr2atening Emergency Response jCode 3 ) — Any emergency that is designated as life threatening in strict accordahce with County approved EMD protocols. Code 3 will be counted as an emergency response. 3.15 Medical Direction — Direction given ALS personnel by a base hospital. 3.16 Medical Director — Person designated pursuant to Section 1979.204 of the Health and Safety Code to serve as administrative officer in carrying out the duties and powers of the Health Officer. 3.17 Medical__Protacol —Any diagnosis- specific or problem - oriented written statement of Standard procedure, or algorithm, promulgated by the Medical Director as the normal standard of prehospltal care for the given clinical condition. 3.18 Non-Life Threatening Response Code 2 — Any emergency response that is designated as non -life threatening at call reception by ALCO -CMED personnel or other PSAP authorized by Contract Administrator In strict accordance with County approved EMI) dispatch protocols. 3.19 Non - Emergency Response (Code 1) — Any request for service that falls outsfde the established protocols for emergency life threatening and emergency non -life threatening responses. pre- scheduled transfers for response time purposes shall be considered non - emergency responses. Non- emergency calls may be of private-or public origin. Code 1 will not be counted as an emergency response. 3.20 On Scene Time — The time a unit arrives at the location requested. 3.21 Paramedic - Personnel as defined in the Health and Safety Code Section 1797.134. 3.22 Paramedic Unit — An ambulance unit staffed and equipped to provide Advanced Life Support at the scene of a medical emergency and during transport of a patients), and designated as a paramedic unit by the Medical Director. 3,23 Public Safety Answering Point (PSAP) —Public safety answering point where 9 -1 -1 calls are first received 3.24 Public Safety Officer Any person designated as a public safety officer by the law of the State of California. . 3.25 Physician — Any person duly licensed to practice medicine in the State of California. 3.26 Quality -Assurance — The sum of all activities undertaken to assure that prehospital emergency medical services maintain the standard of care established for those services, as defined by the County Medical Director 3.27 Qu-a-lity Improvement — The evaluation of prehospital emergency medical services to Identify where personnel performance or the system itself can be improved, the Implementation of potential Improvements, and their re- evaluation and refinement In a continuous cycle. While Quality Assurance traditionally focuses on the detection of 3 defects, Quality Improvement strives to prevent them. Thus. a Quality Improvement program must include, but not be limited to, Quality Assurance. 128 Response Time -- The actual elapsed time between receipt of a call at a PSAP or Fire Department Dispatch Facility that a unit Is needed and the on -scene time, consistent with sect €on 5. SECTION 4 PRIMARY SERVICE AREA CONTRACTOR, within the area designated herein as the "Primary Service Area," which includes the entire area within City of DUBLIN city limits, shall be responsible for dispatch and response for all medical requests for emergency medical services originating withln the area. SECTION 5 SCOPE OF PRACTICE BY CONTRACTOR Contractor shall provide as part of a FRALS unit AL'S -level medical service to patients until contractor relinquishes medical control of the patient to the contract ambulance provider or a medical physician of competent authority In accordance with EMS Physician On Scene policy. SECTION 6 PERFORMANCE STANDARDS 6.1 Response 'Times — CONTRACTOR'S response time on requests for.emergenoy medical services originating-from within the Primary Service Area shall meet the following performance standards: 6.1.1 Code 3 CONTRACTOR shall place a First Responder Advanced Life Support ( FRALS) unit on -scene of each Code 3 medical assistance call within eight (8) minutes thirty (30) seconds from time of receipt of call at Fire Department Dispatch Facility or primary Public Safety Answering Point (PSAP) for those Departments not using a Fire Department Dispatch Facility, on not less than ninety percent (90 %) of the responses within any month. 6.1.2 Code 2) — Response times are calculated as 150% of Code 3 time. (12 minutes and 45 seconds) 6.1.3 CONTRACTOR'S responding crew shall report on -scene time or staging location time to its dispatch center Immediately upon arrival at the scene /staging location. 6.1.4 • If a FRALS unit is reassigned en route from one call to another before arrival at the scene of_the first call, the response --time clock shall not stop on the first call until the arrival of a FRALS unit at the scene of the first call. 6.2 - Exceptions -- In COUNTY'S calculation of CONTRACTOR'S performance In regard to these standards, every medical emergency request originating from within CONTRACTOR'S Primary Service Area shall be included except as follows: 6.2.1 In case of a multiple- response Incident (i.e., where more than one FRALS unit is sent to the same incident), only the response time of the first arriving FRALS unit shall be counted. 06a9 6.2.2 The response time requirements-shall be suspended during any declared disaster in the County of Alameda, declared state of emergency within a local jurisdiction, or during a declared disaster in a neighboring jurisdiction which has requested assistance frorn the COUNTY and/or jurisdiction within the County. 6.2.3 Good cause for an exception as determined by the Contract Administrator may include, but Is not limited to, substantially incorrect or inaccurate dispatch information. The alleged grounds for exception must have been a substantial factor In producing a particular excess response time, and CONTRACTOR must have acted In good faith. Exemptions must be documented In detall In the quarterly response time data report. 6.2.4 The response time requirement shall be suspended during the time period of mutual aid re- deployment that occurs due to multiple first alarms, or a greater alarm incident where mutual aid Is required. Re- deployment is the time period from the time of the. request of mutual aid to the arrival of mutual aid units within the Jurisdiction. 6.2.5 The response time requirement shall be suspended for Incidents on all freeways or Interstate highways within; when traffic congestion Impedes response; or when unclear or inaccurate dispatch information is given as to scene location. 6.2.6 Other circumstances require contractor to submit details in writing to the Contract Administrator or his/her designee for consideration. 6.3 Exception Request Procedure CONTRACTOR must file a response time exemption with the quarterly report. Such requests must Include all of the following information: 6.11 a detailed description of the circumstances causing the response delay 6.3.2 date and time of the occurrence 6.33 dispatch agency name 6.3.4 FRALS unit number 6.3.6 originating location of responding FRALS unit 6.4 Cooperation — CONTRACTOR'S FRALS personnel shall cooperate fully with transporting ambulance personnel to facilitate the timely and effective transfer of patient care at the scene; according to Alameda County EMS policy. 6.5. FRALS Units — CONTRACTOR agrees that to qualify a response unit as a FRALS Unit in order to receive revenue under the terms of this agreement the unit must be staffed 24 hrs /day, 7 days /week. 6.5.1 EXCEPTION: Service which is reduced greater than 12 hours In a 24 hour time period shall result In a prorata reduction of the total revenue provided to a full - time FRALS unit. Contract Administrator will be notified via email within 24 hours of such decrease In service. Hard copy to be sent via US Mail. 5 (/ Al SECTION 7 IDITIONAL SERVICE PROVISION 71 CONTRACTOR to the best of Its ability shall respond to any medical disaster,. declared or undeclared, within Alameda County or adjacent counties when directed by the Alameda County l=ire Mutual Aid Coordinator. 7.2 CONTRACTOR agrees that the performance of work and services pursuant to this Agreement shall conform to high professional standards and shall comply with all applicable provisions of the Alameda County EMS Policy Manual. 7.3 CONTRACTOR shall provide a representative, available to respond at all-times within CONTRACTOR'S Primary Service Area, and authorized to act on behalf•of CONTRACTOR in all operational matters. 7A CONTRACTOR shall have an EMS coordinator or delegee who holds a valid State of California paramedic license or equivalent. The EMS Coordinator will be the primary representative at the EMS Section meetings. SECTION 8 QUALITY IMPROVEMENT 8.1 CONTRACTOR shall either have on staff or contract with a Quality Improvement coordinator who holds either a valid State of California Registered Nurse (RN) license or a valid State of California Medical Doctor (MD) license. This Quality Improvement coordinator is responsible for evaluating on an ongoing basis CONTRACTOR'S Medical Quality Assurance Program for COUNTY- contracted services. 8.2 CONTRACTOR agrees to participate in the creation of a comprehensive Emergency Medical System Quality Improvement program. , 8.3 CONTRACTOR shall follow all Alameda County EMS Policies regarding Quality Assurance and Quality Improvement, which have been provided to the contractor. 8.4 Under this Agreement, CONTRACTOR shall submit a written detailed Quality Improvement plan to the EMS Agency for approval within ninety (90) days of the start date of the contract. Any changes to the QI Flan shall be submitted in writing as they occur to the EMS Agency..•A written detailed QI Plan shall be submitted at the start of each contract period. SECTION 9 MEDICAL DIRECTION The Medical Director shall provide medical oversight to the Contractor's paramedics and EMT's on issues relating to patient care in collaboration with Contractor's Medical Director In those Departments where there Is a Medical Director. 1 SECTION 10 SERVICES PROVIDED .COUNTY and CONTRACTOR will provide the.following respective services: 10.1 Incorporation of CONTRACTOR'S operations into the County EMS plan, Including CONTRACTOR'S participation on relevant.County EMS committees; 10.2 Incorporation of CONTRACTOR'S operations into the County ALS system; 10.3 Authorization and monitoring of EMS training programs,-base hospitals, and service providers; 10.4 Certification and/or accred0tion of CONTRACTOR'S EMS personnel; 10.5 Provision of medical control, through its Medical Director. For those Departments with a Medical Director, the EMS Medical Director will work in collaboration with himther.Medical control requirements Include medical dispatch, patient destination policies, patient care guidelines, and quality assurance/ Improvement; 10.6 CONTRACTOR'S voluntary participation in COUNTY trial studies /pilot projects /research studies, if approved by the State EMS Authority (EMSA) and approved by Alameda County Counsel when pertinent; 10.7 Incorporation of CONTRACTOR'S operations Into the COUNTY trauma system; 10.8 System data collection and evaluation In accordance with mutually agreed upon annual calendar of due dates; 10.9 Disaster planning; and 90.10 EMS expendable supplies. and equipment used during the provision of services by PRALS units under this agreement shall be restocked by the County contract ambulance provider. SECTION 11 EQUIPMENT 11.1 Vehicle Marking - -FRALS vehicles used in providing Contract services shall bear the marking "Paramedic" on both sides.. 11.2 General Equipment Required for Vehlcles - Each FRALS unit shall carry emergency supplies and equipment as required by the Alameda County E=MS Policy Manual. Vehicles, equipment, and supplies shall be maintained in a clean, sanitary, and safe mechanical condition at all times. 11.2.1 Equipment and supply requirements maybe changed with the approval of the Contract Administrator in accordance with best practices in collaboration with Contractor with consideration given to annual budget timelines. 7 SECTION 12 COOPERATION WITH EVOLVING EMS SYSTEM CONTRACTOR agrees to participate and assist in the development of system changes subject to negotiated costs, if any. COUNTY agrees to continue a consensus model of obtaining Input from all participating Contractors prior to Implementing change to system policies and procedures. SECTION 13 ACCESS TO RECORDS AND DEPORTING REQUIREMENTS. CONTRACTOR shall comply with the following record keeping and reporting requirements: 13.1 Performance Se ports — Within thirty (30) days after the end of each quarter, the CONTRACTOR shall document and report to Contract Administrator In writing, using Tractile response time method, each emergency call dispatched which did not meet the performance standards set forth In Section 6.1 (Response Times) and each failure to properly report on- scene time. The specific reporting requirements are as follows: a) CONTRACTOR monthly calls which are less than or equal to response times of 8 minutes 30 seconds are added to the monthly exceptions, and this total is divided by the total monthly calls; this yields a fraction represented as a percentage; b) If the fraction in (a) above equals or is greater.than 90 %, then no report is filed on specific calls with response times over 8 minutes 30 seconds. c) if the fraction in (a) above Is less than 90 %, then the CONTRACTOR must report on each call with greater than an 8 minute 30 second response time. The CONTRACTOR must report on each'call the causes of such failures of performance, and shall document efforts to eliminate these problems. 13.2 Patient Report f=orms — The CONTRACTOR shall utilize the COUNTY'S "Patient Care Report" (PCR) system for all assignments including patient contact and non - transport. This form will be accurately completed and distributed according to established Alameda County, EMS. Policies and Procedures. The COUNTY will provide PCR forms via CD. The form is subject to revision by the Contract Administrator at any time. 13.3 Business Records — COUNTY shall have reasonable access to CONTRACTOR'S financial data relating to the provision of First Responder Advanced life Support operations. 13.4 Observation of Operations — COUNTY representatives may, with appropriate notification, directly observe CONTRACTOR'S medical dispatch center operations, and may ride to observe the operation of any of CONTRACTOR'S FRAI_S units. The COUNTY'S representatives shall conddct themselves in a professional and courteous manner, shall not interfere with CONTRACTOR'S - employees in the performance of their duties, and shall at all times be respectful of CONTRACTOR'S employer /employee relationship. 13.5 cen ure /Accred ton — CONTRACTOR shall ensure that all of its employees are appropriately llicensedlaccredited and shall retain a record of their certification /licensure. N. EMT -is and paramedics shall comply with all training requirements as established by the State of California and all. applicable provisions of the Alameda County EMS Policy Manual Contractor shall submit via email an annual list of all paramedics with license dates and expiration dates as per mutually agreed upon annual calendar. SECTION 14 ADDITIONAL. CONSIDIERATIONS 14.1 Fee Schedules — The-CONTRACTOR shall not bill patients or payors for supplies or medications that the- private ambulance provider restocks CONTRACTOR. 14.2 Nothing is this agreement shall preclude CONTRACTOR from billing patients for non- transport services, supplies, or medications provided beyond the scope of the FRALS scope of practice as additional patient service and which has not been re- stocked by the contract ambulance provider. Such billing will be approved in writing by Contract Administrator prior to start of such billing procedures. SECTION 15 NON. COMPETITION The CONTRACTOR acknowledges the exclusive nature of COUNTY'S authority to operate and/or contract for emergency ambulance services within the Primary Service Area. During the term of this Agreement, neither the CONTRACTOR, officers, agents, key personnel, or employees shall compete with the COUNTY for the same emergency ambulance services contracted for in any other area of the COUNTY. SECTION 16 INSURANCE AND INDEMNIFICATION CONTRACTOR shall.at all times during the term of the Agreement maintain in force those insurance policies and bonds as designated in Exhibit C and will comply with all requirements thereof. CONTRACTOR agrees to defend, to indemnify, to save and hold harmless the County of Alameda, Its officers, employees, .and agents from any and all acts, claims, omissions, liabilities, and losses by whomever asserted arising out of acts or omissions of CONTRACTOR in the for permance of the scope of work except those arising by reason of the sole negligence of COUNTY, its officers, employees, or agents, The COUNTY agrees to defend, indemnify, and hold harmless CONTRACTOR, its officers, employees, and agents, from any and all acts, claims, omissions, liabilities, and losses by whomever asserted arising out of acts or omissions of COUNTY in the performance of the scope of work except those arising by reason of the sole negligence of CONTRACTOR, Its officers, employees, or agents. 0 SECTION 17 ASSIGNMENT NOT• ALLOWED CONT RACTOR shall not assign this Agreement to a third party without written consent of the COUNTY; nor shall CONTRACTOR assign any monies due from COUNTY under this Agreement to any third party without written consent of the COUNTY. SECTION 18 INDEPENDENT CONTRACTOR This Agreement is an agreement by and between two public agencies and Is not Intended, and shall not be construed, to create the relationship of agency, servant, employee, partnership, Joint venture, or association. COUNTY shall not'be considered the employer of CONTRACTOR'S employees for any purpose, and CONTRACTOR holds harmless COUNTY to that extent. SECTION • 19 COMPLIANCE WITH LAW AND SAFETY. 19.1 CONTRACTOR shall observe and comply with all applicable laws, ordinances, codes, and regulations of governmental agencies, including federal, state, municipal, and local governing bodies, having Jurisdiction over the scope of services or any part hereof,., Including the provisions of the Occupational Safety and Health Act of 1979 and all amendments thereto, and all applicable federal, state, municipal, and local safety regulations. All services performed by CONTRACTOR must be In accordance with these laws, ordinances, codes, and regulations. CONTRACTOR shall indemnify and save COUNTY harmless from any and all liability, fines, penalties, and consequences from any noncompliance or violations of such laws, ordinances, codes, and regulations. SECTION 20 TERMINATION PROVISIONS 20.1 Termination bv_CQUNTY -- COUNTY may terminate this Agreement in the event of CONTRACTOR'S material breach of any provision of this Agreement as described in Section 24, CONTRACTOR'S violation of law, the Transport Provider Contract is terminated, or if the COUNTY service area funding Is no longer available. 20.2 Termination by CONTRACTOR — CONTRACTOR may terminate this Agreement, at any time, upon ninety (90) days' written notice to COUNTY. 20.3 Termination Mutual A reemen — COUNTY and CONTRACTOR may otherwise agree In writing to terminate this Agreement In a mutually satisfactory manner, END TERM PROVISIONS SECTION 21 10 M0110 CONTRACTOR agrees to return all COUNTY - issued equipment to COUNTY In good working order, normal wear and tear excepted, at the,termination of this Agreement. SECTION 22 CONTRACTOR' Ott AFFAIRS The CONTRACTOR shall have full autonomy and responsibility for conducting Its affairs with Its workforce, Including managing personnel and resources fairly and effectively in a manner that. assures compliance with this Agreement. SECTION 23 COMPENSATION RELATED PROVISIONS For the performance of this Agreement, COUNTY shall pay to CONTRACTOR the amounts specified in Exhibit B. SECTION 24 BREACH'OF CONTRACT A. Notice of Default — COUNTY shall have the right to terminate or cancel the Agreement or to pursue any appropriate legal remedy In the event the CONTRACTOR materially breaches the Agreement and shall fail to correct such default within thirty (30) calendar days following the service on it of a written notice by COUNTY specifying the default or defaults complained of and the date of Intended termination of rights hereunder absent cure. B_ Definitions of Br ach - Conditions and circumstances which shall constitute a material breach by the CONTRACTOR shall include but not be limited to the following: 9) Failure of the CONTRACTOR to operate the FRAI-S service system in a manner which enables the COUNTY or the CONTRACTOR to remain in substantial compliance with the requirements of the applicable Federal, State, and County laws, rules, and regulations; 2) Falsification of data supplied to the COUNTY by CONTRACTOR during the course of operations under this Agreement; .3} Failure by CONTRACTOR to maintain equipment in accordance with good maintenance practices; 4) Repeated failure by CONTRACTOR to meet response -time requirements after receiving notice of noncompliance from the Contract Administrator (material breach for response - time requirements is defined in the monthly financial performance penalties table in Exhibit A.); . 5) Failure by CONTRACTOR to maintain the required Insurance. 11 SECTION 25 PAYMENT AND PATIENT FEES CONTRACTOR agrees that It will not, without prior approval of COUNTY, bill patients for service provided under this Agreement. SECTION 26 MISCELLANEOUS PROV161ONS A. or rs Fees In any claim, suitor proceeding brought or Instituted by either of the parties to enforce any of the provisions of this Agreement or to seek damages, the prevailing party shall be entitled to recover reasonable attorney's fees, costs, and necessary disbursements. 13. Notice All notices required hereunder will be in writing and served personally or by -mall: CONTRACTOR: City of Dublin 100 Civic Plaza Dublin, CA 946 6$ COUNTY: Alameda County EMS District 1000 San Leandro Boulevard, Suite 100 San Leandro, CA 94577 C. Entire Agreement This Agreement constitutes the entire agreement between the CONTRACTOR and the COUNTY and there are no agreements, understandings, warranties, or representations between the parties except as provided herein. D. Binding Effect This Agreement will Inure to the benefit of and bind the respective parties, (heir successors, personal representatives and permitted assigns. E. Headings The headings in this Agreement are inserted for convenience of reference only and are not to be used in--construing or interpreting any provisions of this'Agreement. F. Invalidity If any term, provision, covenant or condition of this Agreement, or any application thereof, should be held by a court of competent jurisdiction to be Invalid, void, or unenforceable, all terms, provisions, covenants, and conditions of this Agreement, and all applications thereof, not held invalid, void, or unenforceable, shall continue in full force and effect and shall In no way be affected, Impaired or invaildated thereby. The laws of the State of California shall apply to the enforcement of this Agreement. 12 G. Delay in Commencement If the delay in'the commencement date of this Agreement is caused by events outside the direct and immediate controf of the parties hereto, neither party shall be liable to the other for any loss caused by such-delay. H. Waiver The failure of either party to insist upon strict performance of any of the terms, covenants or conditions of this Agreement in any one or more instances shall not be construed as a waiver or relinquishment of any such terms, covenants or conditions, and all of the same shall be and remain in full force and effect. f. Third Party Beneficiary This Agreement shall not be deemed to have been made for the express or implied benefit of any person who Is not a party hereto. J. Modification of Agreement From time to time, amendments or modifications to the provisions of this Agreement may be Initiated by either party hereto and may be incorporated into this Agreement by mutual consent and in writing as evidenced by resolution of the Board of Supervisors approving such modification. 13 IN WITNESS WHEREOF. the parties hereto have executed this Agreement the day and year first above written. COUNTY OF ALAMEDA sy President, Board of supervisors Approved as to form: County Counsel - -- -- 14 CONTRACTOR Sy. Title Address: 100 Civic Plaza Dublin, CA 94568 Contractor ID Tax Number 94- 2825202 Attest: City Clerk Approved as to Form: City Attorney i% a9 FVi �f / WE EXHIBIT B PAYMENT SCHEDULE Basic Subsidy for Emergency First Responder Advanced Life Support (FINALS) Services CITY OF DUBLIN In consideration for the provision of services described in this Agreement, COUNTY shall pay CONTRACTOR based on the following schedule which includes an increase of 3% each County fiscal year. For the pddod*July 1, 2004 to June 30, 2005: 1148,000 (Authorized FRALS Units: 4 4 Units @ $37,000 = $148,000) For the period ,July 1, 2005 to June 30, 2006: $152,444 (Authorized FRALS Units: 4 4 Units @ $38,110 = $152,440) For the Period July 1, 2006 to June 30, 2007: $157,013.20 (Authorized FRALS Units: 4 4 Units @ $39,253.30 = $157,013.20) For the period July 1, 2007 to June 30, 2008; $161,723.60 (Authorized FRALS Units: 4 4 Units @ $40,430.90 = $161,723.60)' For the Period July 1, 2008 to June 30, 2009: $166,575.32 (Authorized FRALS Units: 4 4 Units @ $41,643.83 = $166,575.32) Payment to CONTRACTOR will be made in equal quarterly installments upon receipt of quarterly Invoice beginning with the receipt of the first payment on . completion of the first quarter, September 30th. COUNTY shall make every effort to remit payments within thirty (30) days. Payment to CONTRACTOR will be held until receipt of the required quarterly data per mutually agreed data calendar.. 15 o EXHIBIT S -1 MONTHLY FINANCIAL PERFORMANCE PENALTIES FOR CODE 3 RESPONSES CONTRACTOR agrees and recognizes that community performance standards are reasonable and that any and all requests for First Responder ALS (FRALS) service should adhere to the standards outlined in this contract. All emergency cases that are outside the standard and cannot be justified by acceptable mitigating circumstances are subject to compliance measurement. A. Contractor Fails to Meet 90% Compliance: For each calendar month the CONTRACTOR has submitted to the Contract Administrator a report showing a failure to meet the 90 %.response time standards, COUNTY shall assess the CONTRACTOR the following penalties: 18t report of non - compliance 2nd report of non - compliance 3'd report of non compliance Letter of deficiency sent $ 800 x number of FRALS units under contract $4,875 x number of FRALS units under contract, or major breach of contract If, in any calendar month, regardless of prior deficiencies, the CONTRACTOR meets less than 88% of the response time standard, COUNTY at its option shall assess a $1,875 times the number of FRALS units under contract penalty or find CONTRACTOR in major breach of contract. . A report of non - Compliance may be expunged after six (6) consecutive months of compliance, however, financial penalties are not subject to reversal. FRALS FWAL 8/31/04 Dublin 16 , NO", RESOLUTION NO. -- 09 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN AUTHORIZING A TWO -YEAR EXTENSION (JULY 1, 2009 — ,TUNE 30, 2011) TO THE FIRST RESPONDER ADVANCED LIFE SUPPORT ( FRALS) AGREEMENT WITH THE COUNTY OF ALAMEDA WHEREAS, the City of Dublin supplies fire protection services through a Fire Protection and Emergency Medical Services Agreement with the Alameda County Fire District (ACFD), as known as the Alameda County Fire Department; and WHEREAS, the Fire Protection and Emergency Medical Services Agreement calls for ACFD to provide basic fire suppression and prevention, emergency first aid, Basic Life Support (BLS), and Advanced Life Support (ALS) Paramedic services on its First Responder units to enhance the emergency medical services provided to the residents of Dublin; and WHEREAS, at its October 5, 2004, meeting, the City Council agreed to extend the existing FRALS Agreement until June 30, 2009, (attached as Exhibit A), which reimburses the City of Dublin for providing four (4) first responder units. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin hereby authorizes the Mayor to sign the extension to the First Responder Advanced Life Support ( FRALS) Agreement with the County of Alameda for a period commencing July 1, 2009 and continuing until June 30, 2011, unless terminated earlier in accordance with the Agreement. PASSED, APPROVED AND ADOPTED this 5th day of May, 2009. AYES: NOES: ABSENT: ABSTAIN: ATTEST: City Clerk GAChrisWire csolulion FRALS May2004.doe Mayor �T'PAC�Y9' L Contract Reference No: C 2004-807 AMENDMENT TO CONTRACT This Amendment is effective on: July 1, 2009 Reference is made to that contract made and Initially entered into on the 1st day of July, 2004, by and between the County of Alameda, a body corporate and politic of the State of California and The City of Dublin, herein referred to as "CONTRACTOR ". Said contract is hereby amended as follows: . 1. The expiration date of the original contract is June'30, 2009. This amendment extends said contract for two (2) years beginning July 1, 2009 through June 30, 2011. 2. Exhibit B — Payment Schedule, that establishes compensation for the provision of First Responder Advanced life Support, is also amended to continue said compensation at the current rate of $42,893.16fper unit/year, The CONTRACTOR has been approved for 4 units, totaling $343,145.28 for the two year period of the extension. Except as herein amended, said contract is continued in full farce and effect. IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written. COUNTY OF ALAMEDA CONTRACTOR By: By: for President Board of Supervisors Date Approved as to Form: County Counsel Date: Date: Exhibit A to Attachment 2 EXHIBIT B `T�iTi1M-91ii1 BASIC SUBSIDY FOR EMERGENCY FIRST RESPONDER SERVICES. [ G 1. in consideration for the provision of services described in this Agreement, COUNTY shall pay CONTRACTOR $343,145.28 based on the following schedule: For the period July 1, 2009 to June 30, 2010 a sum of $42,893.16 per FRALS unit Number of authorized FRALS- units: 4 x $42,893.16 per unit/year = $171,572.641year $42,893.16/quarter For the period July 1, 2010 to June 30, 2011 a sum of $42,893.16 per FRALS unit Number of authorized FRALS units: 4 x $42,893.16 per unitlyear w $171,572.641year $42,893.1 Glquarter 2. Payment to CONTRACTOR. will be made In equal quarterly installments upon receipt of a quarterly invoice, beginning with receipt of the first invoice after October 1, 2009. 3. COUNTY shall make every effort to remit payments within thirty (30) business days. 4. Payment to CONTRACTOR will be held until receipt of the required quarterly data per mutually agreed data calendar. 5, Total payments to be calculated- and determined by the number of authorized - FRALS units actually in service. CONTRACTOR must adhere to section 1.4 of the original agreement to add or subtract units. LETTER OF AGREEMENT BETWEEN The County of Alameda and the City of Dublin Purpose The County of Alameda, Emergency Medical Services (County), and the City of Dublin (City) are currently negotiating an agreement for continued First Responder Advanced Life Support services ( FRALS Services). Currently, the County and the City have an agreement for Services that is scheduled to expire on June 30, 2011. In order to ensure continuous emergency 911 services to residents and visitors and to allow both parties to have adequate time for review and possible revisions for the new agreement, the following is established: 1. Agreement 1.1 Services: The City will continue to provide FRALS Services under the same terms and conditions of the current agreement (expiring 6/30/2011). City will continue to provide FRALS Services until October 31, 2011 or until the date the new agreement is executed by both the City and County, whichever date is sooner. 1.2 Authority: The County will continue to authorize the City as a provider of First Responder Advanced Life Support Services within the Alameda County EMS system under Health & Safety Code Section 1797.178, a paramedic service provider agreement under Title 22 CCR Section 100167, and a written agreement regarding the provision of prehospital emergency medical services under Health & Safety Code Section 1797.201. The County will continue such authorization until October 31, 2011 or until the date the new agreement is executed by both the City and County, whichever date is sooner. 1.3 Payment: No payments from the County to the City shall be provided under this Letter of Agreement. In lieu of payments, the payment schedule described in the subsequent FRALS Services Agreement shall be retroactive to 7/1/2011 and shall be based on the terms of the subsequent agreement. 1.4 Ec1uWpment Loan: In order for distribution and training to proceed on schedule, an equipment loan between ACFD and Paramedics Plus to be contained in the new agreement, shall be operative during the effective dates of this letter of Agreement. See attached Equipment Loan Agreement (Exhibit G). 2, Amendments Any change to this Letter of Agreement, including its cancellation or replacement, requires the consent of the County and the City. This applies to the substance of the change as well as to its date of applicability. Any change shall be made by exchange of correspondence with acknowledgement by all signatories. Signatories County of Alameda . By: Signature Name: Nate Miley Title: President of the Board of Supervisors Date: Approved as to Form: By: County Counsel Signature City By: Signature Name: Joni Pattillo Title: City Manager Date: Approved as to Form: Signature Title: City Attorney =A* EXHIBIT G - EQUIPMENT LOAN AGREEMENT A. INTRODUCTION: �14 Paramedics Plus has contracted with County to loan the following equipment to Contractor for use on FRALS units at no cost to Contractor: 1. Four (4) LIFEPAK 15 System a. LP 15 monitor - defibrillators capable of wireless transmission of 12 -lead ECG's for each unit and sufficient data plan to accommodate and support this process. b. Temporary replacement Lifepak 15s for units undergoing repairs c. Velocitor charger d. Station charger e. One (1) spare battery 2. Four (4) Physio- Control chest compression system (LUCAS device) a. Lucas CPR device b. One (1) spare battery c. One (1) station charger B. CONDITIONS: 1. Acceptance of Paramedics Plus equipment is optional. By accepting equipment under this agreement, Contractor commits to utilizing equipment in the delivery of all ALS First Response services. If Contractor is not utilizing the equipment for the delivery of care (e.g.: closure of a station, reduction of FRALS units) all equipment must be immediately returned to Paramedics Plus. 2. Paramedics Plus shall maintain ownership of the equipment at all times. The terms of this exhibit and the responsibilities outlined herein are not transferable. By accepting Paramedics Plus equipment, the Contractor agrees to comply with all terms and conditions set forth herein associated with the loan of equipment. 3. The Contractor shall be solely responsible for the proper use and deployment of the equipment. Paramedics Plus shall be responsible for training personnel using the equipment on the proper use of the equipment in accordance with any equipment use procedures. The Contractor accepts sole responsibility for operating the equipment at its sole risk. 4. Contractor agrees to give this equipment the same level of care as similar property purchased by Contractor. Equipment shall be returned to,Paramedics Plus in as good a condition as when received by the Contractor, reasonable wear and tear excepted. During the loan period Paramedics Plus agrees to assume all responsibility for maintenance and repair due to normal wear and tear. 5. The Contractor is responsible for the full cost of repair or replacement of any or all of the 'equipment that is damaged by intentional misuse, abuse, or neglect, lost, or stolen from the time Contractor assumes custody. If the equipment is lost, stolen or damaged, Contractor must immediately notify the Paramedics Plus representative. 6. Paramedics Plus shall pay for all insurance, regularly scheduled maintenance and maintenance agreements for the equipment. 7. All maintenance and repair of equipment shall be performed by personnel authorized by Paramedics Plus. Any unauthorized maintenance voids all original equipment warranties. The Contractor shall be liable for the cost of purchasing a new warranty for the equipment if unauthorized maintenance is performed on the equipment by Contractor's personnel. 8. Contractor shall make the equipment available for inspection and maintenance during regular business hours with adequate advance notice and notify Paramedics Pius in writing of any necessary repairs or if the equipment malfunctions. Inventory management and return notification. 9. Contractor shall maintain and provide annual inventory reports to Paramedics Plus when requested. These reports shall include the Paramedics Plus inventory control number and well as the Contractor unit where the equipment is assigned. 10. Failure to adhere to the conditions described above may result in withdrawal of use and possession of the equipment, through written notice by Paramedics Plus and endorsed by County. 11. Contractor shall return the equipment to Paramedics Plus upon termination of 9 -1 -1 Ambulance Agreement between Paramedics Plus and County. The current agreement is for the period beginning November 1, 2011, and ending October 31, 2016. County has an option to renew for five additional years, ending October 31, 2021. 12. In consideration for the equipment loan, the Contractor agrees to indemnify, defend and hold Paramedics Plus and County harmless from any and all damages, losses, claims, causes of actions, expenses and liability of any nature whatsoever associated with its use of the equipment. Name: Signature: Title: Date: f f �1 RESOLUTION NO. —11 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OP DUBLIN APPROVING A LETTER OF AGREEMENT BETWEEN THE CITY OF DUBLIN AND THE COUNTY OF ALAMEDA FOR CONTINUED FIRST RESPONDER ADVANCED LIFE SUPPORT SERVICES ( FRALS SERVICES) WHEREAS, the City of Dublin and the County of Alameda are parties to a First Responder Advanec Life Support Services ( FRALS) agreement; and WHEREAS, the Fire Protection and Emergency Medical Services Agreement calls for ACFD to provide basic fire suppression and prevention, emergency first aid, Basic Life Support (BLS), and Advanced Life Support (ALS) Paramedic services on its First Responder units to enhance the emergency medical services provided to the residents of Dublin; and WHEREAS, at its May 5, 2009, meeting, the City Council agreed to extend the existing FRALS Agreement until June 30, 2011, which reimburses the City of Dublin for providing four (4) first responder units; and WHEREAS, in order to ensure continuous emergency 911 services to residents and to allow the City of Dublin and the County of Alameda to have adequate time to develop a new FRALS agreement, the City and County wish to enter into a Letter of Agreement extending the current FRALS agreement until October 31, 2011 or until the date a new agreement is executed by both the City and County . NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin hereby approves the Letter of Agreement for continued First Responder Advanced Life Support ( FRALS) Services (attached as Exhibit A), and authorizes the City Manager to sign said Letter of Agreement. PASSED, APPROVED AND ADOPTED this 7th day of June, 2011. AYES: NOES: ABSENT: ABSTAIN: ATTEST: City Clerk GAChns'Alameda County FirelResofution FRALS May 2011.doe 1654590.1 Mayor A19AMEAR 3 RESOLUTION NO. —11 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN AUTHORIZING A FIVE -YEAR (NOVEMBER 1, 2011 — OCTOBER 31, 2016) FIRST RESPONDER ADVANCED LIFE SUPPORT ( FRALS) AGREEMENT WITH THE COUNTY OF ALAMEDA WHEREAS, the City of Dublin supplies fire protection services through a Fire Protection and Emergency Medical Services Agreement with the Alameda County Fire District (ACFD), as known as the Alameda County Fire Department; and WHEREAS, the Fire Protection and Emergency Medical Services Agreement calls for ACFD to provide basic fire suppression and prevention, emergency first aid, Basic Life Support (BLS), and Advanced Life Support (ALS) Paramedic services on its First Responder units to enhance the emergency medical services provided to the residents of Dublin; and WHEREAS, at its May 5, 2009, meeting, the City Council agreed to extend the existing FRALS Agreement until June 30, 2011, which reimburses the City of Dublin for providing four (4) first responder units; and WHERAS, at its June 7, 2011 meeting, the City Council approved a Letter of Agreement with the County of Alameda extending the existing FRALS Agreement until October 31, 2011 to allow the time necessary to complete an agreement; NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin hereby authorizes the City Manager to sign the First Responder Advanced Life Support ( FRALS) Agreement with the County of Alameda for a period commencing November 1, 2011 and continuing until October 31, 2016, (attached as Exhibit A) unless terminated earlier in accordance with the Agreement. PASSED, APPROVED AND ADOPTED this 4th day of October, 2011. AYES: NOES: ABSENT: ABSTAIN: ATTEST: City Clerk Mayor Reso No. M-1 1, Adopted XX/XX/XX, Item XX Page 1 of 1 ATTACHMENT 2 Emergency Medical Services First Responder Advanced Life Support Services Agreement County of Alameda and The City of Dublin Date: November 1, 2011 EMERGENCY MEDICAL SERVICES FIRST RESPONDER ADVANCED LIFE SUPPORT AGREEMENT (11/1/2011) TABLE OF CONTENTS DEFINITIONS AND ACRONYMS ................................................................................................................. .............................ii SECTION1 - INTRODUCTION .................................................................................................................... ..............................1 SECTION2 - TERM .......................................................................................................................................... ..............................2 SECTION 3 - SERVICES /PRIMARY SERVICE AREA ......................................................................... ..............................2 SECTION 4 - FIRST RESPONDER COOPERATION /DESIGNATION .......................................... ..............................3 SECTION 5 - PERFORMANCE STANDARDS ........................................................................................ ..............................3 SECTION 6 - ADDITIONAL SERVICE PROVISION ............................................................................. ..............................6 SECTION 7 - QUALITY IMPROVEMENT ................................................................................................ ..............................7 SECTION 8 - PERSONNEL REQUIREMENTS ....................................................................................... ..............................9 SECTION 9 - ELECTRONIC PATIENT CARE REPORT AND DATA COLLECTION SYSTEM ..........................9 SECTION 10 - MEDICAL OVERSIGHT /COMPLIANCE WITH MEDICAL PROTOCOLS ...... ..............................9 SECTION 11 - CONTRACTOR REVENUE / SUPPORT ........................................................................ ..............................9 SECTION 12 - VEHICLES AND EQUIPMENT ..................................................................................... .............................10 SECTION 13 - REQUIRED REPORTS ..................................................................................................... .............................10 SECTION 14 - PENALTY PROVISIONS ................................................................................................. .............................12 SECTION 15 - COOPERATION WITH EMS SYSTEM /COMMUNITY EDUCATION ............ .............................14 SECTION 16 - ADMINISTRATIVE PROVISIONS ............................................................................... .............................14 SECTION 17 - GENERAL PROVISIONS ................................................................................................. .............................17 SIGNATORY.................................................................................................................................................... ............................... 26 EXHIBIT A - DEPICTION & DEFINITION - CONTRACTOR'S PRIMARY RESPONSE AREA /EOA ............. E- Error! Bookmark not defined EXHIBIT B - DEPICTION & DEFINITION OF SUB - AREAS ..................... E- Error! Bookmark not defined. EXHIBIT C - MINIMUM INSURANCE REQUIREMENTS ............................................................ ............................... E -5 EXHIBIT D - DEBARMENT AND SUSPENSION CERTIFICATION ...... E- Error! Bookmark not defined. EXHIBIT E - FIRST RESPONDER SUPPORT /PAYMENT SCHEDULEE- Error! Bookmark not defined. EXHIBIT F - REPORT ON INTERMITTENT OR ROTATIONAL SERVICE INTERRUPTION ...................... E -8 EXHIBIT G - EQUIPMENT LOAN AGREEMENT ............ .............................E - Error! Bookmark not defined. EMERGENCY MEDICAL SERVICES FIRST RESPONDER ADVANCED LIFE SUPPORT AGREEMENT (11/1/2011) DEFINITIONS AND ACRONYMS iii Services involving a patient who has been (or shall be) placed on a hold for psychiatric 5150 Call evaluation, including transport to a psychiatric facility in accordance with the California Code of Regulations Welfare and Institutions Code, §5150 and EMS Policies. As defined pursuant to Title 13 of the California Code of Regulations, §1100.2. A vehicle Ambulance specially constructed, modified or equipped, and used for the purpose of transporting sick, injured, convalescent, infirm, or otherwise incapacitated persons, and compliant with state requirements. ACRECC Alameda County Regional Emergency Communications Center. Alpha Call A 911 call designated by a Medical Dispatch Center as an Alpha call based on use of the Medical Priority Dispatch System. ALS Advanced Life Support - service as defined in California Health and Safety Code, Division 2.5, §1797.52. Arrival at Incident The moment the FRALS is fully stopped at the Incident Location and Field Personnel notifies the County Dispatch Center of the arrival. Base Hospital As defined in California Health and Safety Code, Division 2.5, §1797.58. The Base Hospital for Alameda County is Alameda County Medical Center, Highland Campus. BLS Basic Life Support - EMT level of service, as defined in California Health and Safety Code, Division 2.5, §1797.60. Board Alameda County Board of Supervisors. Bravo Call A 911 call designated by a Medical Dispatch Center as a Bravo call based on use of the Medical Priority Dispatch System. CAD Computer Aided Dispatch. Charlie Call A 911 call designated by a Medical Dispatch Center as a Charlie call based on use of the Medical Priority Dispatch System. Continuing Education (CE) As defined in the California Code of Regulations, Title 22, Chapter 11. Contractor City of Dublin A California licensed physician, experienced in the field of emergency medical services, and Contractor's medical director employed by the contractor to provide medical oversight to Contractor's field personnel, in conjunction with the EMS medical director. County The County of Alameda. The Contractor selected by the County through a competitive process, and under County Contracted Private agreement with the County, to provide 911 emergency medical ground ambulance Provider response and transportation in Zones 2 -5 at an Advanced Life Support (ALS) level of service, and where specified in their Agreement, Basic Life Support (BLS) level of service (herein known as Paramedics Plus LLC.) County Designated Emergency A medical dispatch center designated by the County that uses call prioritization and Medical Dispatch Center or prearrival instructions based on the Medical Priority Dispatch System, and is accredited as a Medical Dispatch Center Center of Excellence by the National Academies of Emergency Dispatch. Referred to as "Medical Dispatch Center" in this document. iii EMERGENCY MEDICAL SERVICES FIRST RESPONDER ADVANCED LIFE SUPPORT AGREEMENT (11/1/2011) 1V Used in this Agreement to refer to Alameda County Emergency Medical Services, a Division COUNTY EMS of the Public Health Department as part of the Health Care Services Agency, and designated as the Local EMS Agency for Alameda County. COUNTY EMS DIRECTOR The director of the Alameda County Emergency Medical Services, a Division of the Public Health Department, as part of the Health Care Services Agency. The physician in the position of Medical Director for Alameda County Emergency Medical COUNTY EMS MEDICAL Services, a Division of the Public Health Department, as part of the Health Care Services DIRECTOR Agency. Policies and procedures issued by the Alameda County Emergency Medical Services that are COUNTY EMS POLICIES contained in the Alameda County Emergency Medical Services Field Manual and /or Administration Manual, which may be revised from time to time. DATA COLLECTION SYSTEM The software and hardware used to collect, store and report on information from the provision of Services, which includes the Patient Care Reports. DELTA CALL A 911 call designated by a Medical Dispatch Center as a Delta call based on use of the Medical Priority Dispatch System. DISASTER An occurrence of a natural catastrophe, technological accident, or human caused event that has resulted in severe property damage, deaths, and /or multiple injuries." A 911 call designated by a Medical Dispatch Center as an Echo call (non- breathing and /or ECHO CALL ineffective breathing) based on use of the Medical Priority Dispatch System. EMSA Emergency Medical Services Authority of the State of California. EMT Emergency Medical Technician. Emergency Response Zone, as depicted In EXHIBITA - DEPICTION AND DEFINITION OF CONTRACTOR'S ERZ PRIMARY RESPONSE AREA. FEDERAL Refers to United States Federal Government, its departments and /or agencies. Contractor's paramedics and EMTs responsible for responding to 911 requests for FIELD PERSONNEL emergency first responder services pursuant to this Agreement. A method of measuring data in which all applicable data are stacked in ascending order and PERCENTILE (FRACTILE) the total number is calculated as a percentage of the total number of calls. (e.g.: a 90th percentile standard is one where 90% of the applicable calls are answered within the response standard, while 10% take longer than the standard.) FIRST RESPONDER (AGENCY) Entities with an agreement with the County to provide first responder service to the scene of a medical emergency. FIRST RESPONDER ADVANCED Contractor's provision of 911 emergency medical response and obligations as required by LIFE SUPPORT (FRALS) this Agreement and in accordance with EMS Policy. SERVICE(S) Fire response vehicle staffed and equipped with a minimum of one California State licensed FIRST RESPONDER ADVANCED and Alameda County accredited paramedic, as defined in EMS policies, capable of providing LIFE SUPPORT UNIT (FRALS) ALS care at scenes of medical emergencies. INCIDENT LOCATION The destination address or location of the patient to which the FRALS is dispatched. LEMSA Local Emergency Medical Services Agency, as defined in California Health and Safety Code, Division 2.5, §1797.94. 1V EMERGENCY MEDICAL SERVICES FIRST RESPONDER ADVANCED LIFE SUPPORT AGREEMENT (11/1/2011) MEDICAL PRIORITY DISPATCH The system that categorizes emergency calls using an escalating scale of severity assigned to SYSTEM( "MPDS ") medical conditions, relative to the level and timeliness of response. A Multi- Casualty Incident (MCI) is any incident where the number of injured persons exceeds MULTI - CASUALTY INCIDENT the day -to -day operating capabilities and requires additional resources and /or the ( "MCI") distribution of patients to multiple hospitals. MUTUAL -AID Emergency service performed by neighboring providers during periods of severe weather, multi - casualty incidents, or other events that overwhelm existing resources. PARAMEDIC As defined in California Health and Safety Code, Division 2.5, §1797.84. PCR Patient Care Report, in either print or electronic form. The City jurisdictional limit or area(s) for which the responding agency is responsible to PRIMARY SERVICE AREA provide emergency response. See EXHIBIT FOR A DESCRIPTION OF THE CONTRACTORS PRIMARY SERVICE AREA. The time elapsed from the time a call is received by Contractor from the dispatch center, RESPONSE TIME until Arrival at the Incident Location by the FRALS. QUALITY IMPROVEMENT As defined in the California Code of Regulations, Title 22, Chapter 12 and EMSA #166: EMS System Quality Improvement Guidelines. STATE The State of California, its departments and /or agencies. Designation of Metro /Urban, Suburban /Rural and Wilderness Primary Service Area, as SUBAREA depicted In EXHIBIT B - DEPICTION AND DEFINITION OF SUBAREAS. EMERGENCY MEDICAL SERVICES FIRST RESPONDER ADVANCED LIFE SUPPORT AGREEMENT (11/1/2011) SECTION 1- INTRODUCTION 1.1 The County is designated as the Local Emergency Medical Service Agency (LEMSA) as defined in the California Health and Safety Code Division 2.5, Section 1797.94 responsible for establishing policies and procedures for the approval and designation of paramedic service providers within its jurisdiction. 1.2 The County has established an Emergency Medical Service District (EM- 1983 -1) and has entered into agreements with various Emergency Medical Services (EMS) providers, both public and private, to assure the availability of emergency medical response and transportation services within the District. 1.3 The Contractor is willing to provide first response to requests for all medical calls as defined by the algorithms in the Medical Priority Dispatch System (MPDS) protocols and as approved by County EMS. As per MPDS and State regulations, call prioritization must be determined under the direction of the Medical Director. 1.4 Contractor agrees to follow all medical and operational policies as defined in Alameda County EMS policy manuals. 1.5. Contractors with First Responder Advanced Life Support ( FRALS) Units include the agencies /cities listed below: Alameda County Fire Department 11 FRALS City of Newark Fire Department 3 FRALS City of Union City Fire Department 4 FRALS City of Dublin Fire Department 4 FRALS City of San Leandro Fire Department 7 FRALS City of Emeryville Fire Department 2 FRALS City of Fremont Fire Department 13 FRALS City of Hayward Fire Department 11 FRALS City of Livermore Fire Department 5 FRALS City of Oakland Fire Department 26 FRALS City of Pleasanton Fire Department 5 FRALS 1.6 The number of authorized FRALSs to be funded will not change during the duration of this agreement unless approved by Contractor and EMS Director, and funding is available. Contractor has been authorized for 4FRALS units. 1.7 The parties hereby execute this single agreement which will constitute formal designation of Contractor as an authorized provider of First Responder Advanced Life Support Services within the Alameda County EMS system under Health & Safety Code Section 1797.178, a paramedic service provider agreement under Title 22 CCR Section 100167, and a written Page 1 of 26 EMERGENCY MEDICAL SERVICES FIRST RESPONDER ADVANCED LIFE SUPPORT AGREEMENT (11/1/2011) agreement regarding the provision of prehospital emergency medical services under Health & Safety Code Section 1797.201.Nothing in this agreement is intended to extinguish any existing rights of the parties under Section 1791.201 or 1797.224 of Division 2.5 of the California Health and Safety Code. SECTION 2 - TERM 2.1 This Agreement is for the provision of 911 First Responder Advanced Life Support Services. The term of the agreement will be as follows: a. July 1, 2011 through October 31, 2011 - the time period described in the Letter of Agreement, previously signed by the parties. b. November 1, 2011 through October 31, 2016, with an option to extend for an additional five (5) year period upon mutual agreement between County and Contractor. SECTION 3 - SERVICES /PRIMARY SERVICE AREA 3.1 Contractor shall identify and provide a representative, available to respond at all times within Contractor's Primary Service Area, and authorized to act on behalf of Contractor in all operational matters. Contractor shall provide the specific means for contacting the designated representative. 3.2 Contractor shall be responsible for ensuring dispatch and responding to requests for emergency medical services originating within its primary service area. 3.3 First Responder Advanced Life Support ( FRALS) Services The Contractor shall provide FRALS services to all requests for medical assistance as defined by MPDS protocols (TABLE A - PERSONNEL AND RESPONSE TIME REQUIREMENTS) including 5150 calls. As per MPDS and State regulations, call prioritization must be determined under the direction of the Medical Director. a. Contractor shall provide FRALS service to patients until transfer of patient care to arriving ambulance personnel, according to County EMS Policies, or a medical physician of competent authority in accordance with County EMS Physician -on -scene policy. b. Services shall be provided to all areas within the Primary Service Area and as otherwise required by this Agreement. A map of the Contractor's Primary Service Area is attached as EXHIBIT A - DEPICTION AND DEFINITION OF CONTRACTOR'S PRIMARY SERVICE AREA. Page 2 of 26 EMERGENCY MEDICAL SERVICES FIRST RESPONDER ADVANCED LIFE SUPPORT AGREEMENT (11/1/2011) 3.4 Standards a. Contractor shall be available to provide FRALS services 24 hours per day, 7 days per week, 52 weeks per year without interruption, for the full term of the Agreement. These services shall be provided without regard to the patient's race, color, national origin, religion, sexual orientation, age, sex, or ability to pay. b. Contractor shall work cooperatively with the County EMS Director, EMS Medical Director, and other County staff and agencies to fulfill the terms and conditions of this Agreement. 3.5 Primary Service Area Contractor, within the area designated herein as Contractor's Primary Service Area, which includes the entire area within the City of Dublin, and as described in EXHIBIT A - DEPICTION AND DEFINITION OF CONTRACTOR'S PRIMARY SERVICE AREA. SECTION 4 - FIRST RESPONDER COOPERATION /DESIGNATION 4.1 Contractor's personnel shall cooperate fully with transporting ambulance personnel to facilitate the timely and effective transfer of patient care at the scene; according to Alameda County EMS policy. 4.2 In order to receive the maximum subsidy under the terms of this agreement, Contractor agrees that to qualify as a FRALS Unit, each unit shall be staffed 24 hours a day, 7 days a week. 4.3 Intermittent or Rotational Service Interruption a. FRALS Service which is reduced more than 12 hours in a 24 hour time period shall result in a prorata reduction of the total revenue provided for a full -time FRALS unit. b. Contractor shall send a quarterly report (EXHIBIT F - REPORT ON INTERMITTENT OR ROTATIONAL SERVICE INTERRUPTION) to the County EMS Director within 10 calendar days of the end of each quarter, showing the number of out -of- service days and locations in excess of 12 hours. SECTION 5 - PERFORMANCE STANDARDS 5.1 Response Times Contractor's response time for requests for emergency medical services shall be dispatched according to MPDS categories and shall meet the following performance standards: Page 3 of 26 EMERGENCY MEDICAL SERVICES FIRST RESPONDER ADVANCED LIFE SUPPORT AGREEMENT (11/1/2011) a. Contractor's Response Times shall be calculated on a monthly basis for reporting purposes to determine compliance using Percentile (Fractile) Response Time measurements. Response Times for departments with low call volume (less than 100 calls per month) shall be calculated once the Contractor has responded to 100 calls. b. Contractor's Response Time for Services in the Primary Service Area shall meet the requirements in Table A. Contractor shall be assessed a penalty if Response Time compliance falls below 90 %. c. Contractors not using MPDS shall respond to all calls using the ECHO Response Times. d. It is the goal of the County to improve response times for high acuity patients. The County will monitor response time data for the first six months of the agreement, and if all municipal departments are consistently meeting a shorter response time, this agreement will be reopened for renegotiation of response time requirements. MPDSCATEGORY: Metro /Urban Suburban /Rural Wilderness ECHO 08:30 min. 08:30 min. 08:30 min. DELTA 08:30 min. 08:30 min. 08:30 min. CHARLIE 08:30 min. 08:30 min. 08:30 min. BRAVO 12:45 min. 12:45 min. 12:45 min. ALPHA 12:45 min. 12:45 min. 12:45 min. TABLE A - PERSONNEL AND RESPONSE TIME REQUIREMENTS 5.2 Response Time Measurement a. Response Time shall be measured in minutes and integer (whole) seconds from the time the call is received by Contractor from the Medical Dispatch Center until arrival at the Incident Location by the FRALS, or until the call is cancelled by a public safety agency or Medical Dispatch Center. b. Contractor's FRALSs shall report on -scene time or staging location time to its dispatch center immediately upon arrival at the scene /staging location. 5.3 Calculating Changes in Call Priority a. Upgrades - If an assignment is upgraded prior to the Arrival at Incident of the FRALS (e.g. from a Charlie to Delta), Contractor's compliance and fines shall be calculated based on the shorter of: • Time elapsed from dispatch to time of upgrade plus the higher priority Response Time standard, or, • The lower priority Response Time standard. Page 4 of 26 EMERGENCY MEDICAL SERVICES FIRST RESPONDER ADVANCED LIFE SUPPORT AGREEMENT (11/1/2011) b. Downgrades - If a call is downgraded, prior to arrival on scene of theFRALS(e.g. from a Delta to a Charlie), Contractor's compliance and fines shall be determined by: • If the time of the downgrade occurs after the FRALS has exceeded the higher priority Response Time standard, the higher priority Response Time standard shall apply; or, • If the time of the downgrade occurs before the FRALS has exceeded the higher priority Response Time standard, the lower priority Response Time standard shall apply. • In all such cases, documentation must be presented for validation of the reason why the priority status was downgraded. If the downgrade was justified, in the sole discretion of the County, the longer standard shall apply. c. Reassignment Enroute If a FRALS unit is reassigned en -route or turned around prior to Arrival at Incident Location (e.g., to respond to a higher priority request), compliance and fines shall be calculated based on the Response Time Standard applicable to the assigned priority of the initial response. The Response Time clock shall not stop until the arrival of a FRALS on the scene from which the unit was diverted. d. Canceled Calls If a call is canceled prior to the FRALS Arrival at Incident, the compliance and fines shall be calculated based on the elapsed time from dispatch to the time the call was canceled. In situations where the FRALS has responded to a location other than the Incident Location (e.g. staging areas for hazardous materials /violent crime incidents, non - secured scenes, or where rugged terrain precludes access), Arrival at Incident shall be the time the FRALS arrives at the designated staging location or the nearest public access point to the patient's location 5.4 Response Time Late Response Exemptions ( "Exemption ") a. Contractor may request that a late response be excluded from the calculation of Response Time standards ( "an Exemption "), if that call falls into one of the following categories: • A declared Multi - Casualty Incident ( "MCI ") or disaster that the County EMS Director determines has had a material impact on Contractor's resources. Page 5 of 26 EMERGENCY MEDICAL SERVICES FIRST RESPONDER ADVANCED LIFE SUPPORT AGREEMENT (11/1/2011) • There was a delay because information relayed by the Dispatch Center was substantially incorrect so as to prohibit timely arrival at the call. b. Request for an Exemption must be in writing, and received by the County EMS Director within ten (10) calendar days following the end of the month in which the event occurred. Response Time Exemptions may be granted by the County on a per call basis, following review and investigation by the County. Calls that are approved as an Exemption shall not be included in the calculations for Response Time compliance. Such requests must include all of the following: • Detailed description of the circumstances causing the response delay • Date and time of the occurrence • Dispatch agency name • Unit number • Originating location of responding unit • The request must include performance reports for the month in which the incident occurred and written documentation supporting the request. SECTION 6 - ADDITIONAL SERVICE PROVISION 6.1 5150 Response a. Contractor shall respond paramedic ALS level personnel to 5150 Calls dispatched as an Echo, Delta, or Charlie. If MPDS is not used, Contractor shall respond a paramedic to all 5150 calls for medical clearance. b. If the patient does not require medical clearance at an emergency department, the Contractor may cancel the ALS ambulance and request through ACRECC, that a BLS ambulance from the County Contracted Private Provider transport the patient to the appropriate psychiatric facility, in accordance with County EMS Policies regarding psychiatric patient care. c. 5150 calls initially dispatched as Alpha or Bravo by a Medical Dispatch Center will be responded to by the County Contracted Private Provider. Contractor is not required to respond to 5150 calls dispatched as Alpha or Bravo 6.2 Multi - Casualty Incident /Disaster Response a. Contractor shall cooperate with County in rendering emergency assistance during a declared or an undeclared disaster or Multi - Casualty Incident ( "MCI "), in accordance with County EMS Policies. Page 6 of 26 EMERGENCY MEDICAL SERVICES FIRST RESPONDER ADVANCED LIFE SUPPORT AGREEMENT (11/1/2011) b. If County EMS Director directs Contractor to respond to a medical disaster in an adjacent jurisdiction, fines for Response Times shall be suspended. Contractor shall use its best efforts to maintain primary emergency services and may suspend non - emergency services as necessary. c. Incident Notification- Contractor shall have a mechanism in place to communicate current field information to ACRECC during a medical response to: a) MCIs, b) disaster responses, c) hazardous materials incidents, and d) other unusual occurrences, as described in EMS Policies. d. Interagency Training for Exercises /Drills- Contractor is encouraged to participate in County- sanctioned exercises, disaster drills, and interagency training. SECTION 7 - QUALITY IMPROVEMENT 7.1 Contractor shall work with County EMS to develop a Quality Improvement template that shall be used to develop a Quality Improvement Plan. The Quality Improvement Plan shall: a. Be consistent with the requirements of the State California for emergency medical system quality improvement, including those contained in Title 22, Chapter 12. b. Be consistent with County EMS Policies. c. Be integrated with the County Contracted Private Provider, Medical Dispatch Centers, and County EMS. d. Incorporate compliance assurance, process measurement and control, and process improvements. e. Measure clinical indicators as developed through collaborative efforts with the County. f Be based on current EMS research and call demand. g. Endeavor to ensure the long -term economic viability of the EMS system while maximizing value to the community. Contractor shall service targets through process improvement, standardization, and evaluation of internal programs. 7.2 The final Quality Improvement Plan must be submitted to the County EMS Director for approval six (6) months following the Agreement Start Date. The County EMS Director may revise the requirements of the Quality Improvement Plan no more often than annually. 7.3 Contractor shall ensure that personnel in leadership positions actively oversee the implementation of the Quality Improvement Plan, including but not limited to: a. Ensuring that the agency is represented at County EMS workgroups and /or committees dealing with quality management Page 7 of 26 EMERGENCY MEDICAL SERVICES FIRST RESPONDER ADVANCED LIFE SUPPORT AGREEMENT (11/1/2011) b. Designating a manager to oversee Contractor's quality improvement plan. c. Submitting required reports to the County d. Actively participating in quality improvement and /or research projects designed to improve the quality of emergency medical services in Alameda County SECTION 8 - PERSONNEL REQUIREMENTS 8.1 Contractor shall provide a highly qualified and experienced physician, Registered Nurse, or Paramedic to implement and oversee Contractor's Quality Improvement Plan. This individual shall be responsible for the medical Quality Improvement /Assurance evaluation of Contractor's services. 8.2 CONTRACTOR shall ensure appropriate personnel represent the department at County EMS meetings. 8.3 Contractor shall submit via email an annual list of all paramedics with license dates and expiration dates as specified in County EMS Policies. 8.4 First Responder Staffing: Contractor shall staff First Responder personnel as specified in Alameda County EMS Policies. 8.5 Personnel Licensure /Certification /Training Requirements: a. Field Personnel performing First Responder services under the Agreement shall at all times be appropriately certified and /or licensed to practice in the State of California and in the case of Paramedics, accredited in Alameda County. b. Contractor shall, at all times, retain copies of current licenses, certifications, and training documentation for Field Personnel performing First Responder services and provide electronically if requested by EMS Director. SECTION 9 - ELECTRONIC PATIENT CARE REPORT AND DATA COLLECTION SYSTEM 9.1 Contractor shall use Patient Care Reports ( "PCR ") described in EXHIBIT G - EQUIPMENT LOAN AGREEMENT for patient documentation on all calls, including: a. patient contacts; b. canceled calls; and, C. non - transports, with the exception of refusal of service and disaster response, pursuant to County EMS Policies. Page 8 of 26 EMERGENCY MEDICAL SERVICES FIRST RESPONDER ADVANCED LIFE SUPPORT AGREEMENT (11/1/2011) 9.2 First Responder personnel: a. First responder personnel shall provide to responding ambulance personnel a report, at a minimum field notes, on all care provided and assessment prior to arrival of the ambulance. b. The PCR shall be completed and entered into the County data collection system prior to the end of shift but no later than 24 hours following the call. 9.4 Data Collection System for Patient Care Reports a. Contractor shall ensure its employees are trained on the Data Collection System described in EXHIBIT G - EQUIPMENT LOAN AGREEMENT. b. The data collection system shall be NEMSIS (National EMS Information System) compliant. SECTION 10 - MEDICAL OVERSIGHT /COMPLIANCE WITH MEDICAL PROTOCOLS 10.1 All parties shall function in, and comply with the Firefighter Bill of Rights. 10.2 The EMS Medical Director shall provide medical oversight to the Contractor's paramedics and EMTs on issues relating to patient care in collaboration with Contractor's Medical Director in those Departments where there is a Medical Director. 10.2 Contractor shall comply with medical protocols, online medical control, and other requirements as established by the County EMS Medical Director, and /or provided by the County (e.g.: Base Hospital services, authority to perform certain medical interventions, etc.). SECTION 11 - CONTRACTOR SUPPORT 11.1 Contractor shall be compensated for FRALS Services on a per unit basis as defined in EXHIBIT E - BASIC SUBSIDY FOR FIRST RESPONDER ADVANCED LIFE SUPPORT SERVICES. Funding shall be increased 3% per year for the term of the Agreement, beginning November 1, 2012. It is agreed by Contractor and the County that under this agreement 1% of the increase will be set aside in an account created by the County for eventual increases in the number of FRALS units or other projects that enhanced Fire EMS response. The use of funds from the 1% set - aside account shall be reviewed by a panel of three, including the EMS Director and two fire chiefs selected by the Alameda County Fire Chiefs Association not involved in the matter being considered for funding. Page 9 of 26 EMERGENCY MEDICAL SERVICES FIRST RESPONDER ADVANCED LIFE SUPPORT AGREEMENT (11/1/2011) 11.2 Other than invoicing County, as described in EXHIBIT E, Contractor shall not bill for any 911 medical First Responder services unless approved by the County Board of Supervisors. SECTION 12 - VEHICLES AND EQUIPMENT 12.1 In compliance with Exhibit G, Contractor, shall acquire and maintain FRALS units and on- board medical supplies and equipment, to be used to perform FRALS services. 12.2 By signing this agreement, Contractor agrees to the terms and provisions described in EXHIBIT G - EQUIPMENT LOAN AGREEMENT. 12.3 FRALS Unit Markings FRALSs units shall display the following signage, on both sides: a. Level of service (e.g., "Paramedic Unit ") b. Contractor's name 12.4 Equipment: a. All on -board equipment, medical supplies and personal communications equipment used by Contractor shall meet or exceed the minimum requirements of the EMS Policies and this Agreement. b. Contractor shall have and submit to County policies regarding the acquisition, stocking and security of controlled substances carried on Service Vehicles. c. Equipment and supply requirements may be modified with the approval of the EMS Director, including modifications due to changes in technology. d. The County may inspect FRALS units for EMS related equipment and supplies at any time without prior notice. 12.5 Failure to meet minimum in- service equipment /supply requirements: a. If any Service Vehicle fails to meet the requirements, as contained in EMS Polices, the County may assess a penalty to Contractor, as specified in this agreement. b. In addition to any penalty, if the EMS Director determines that the failure to meet requirements is critical, the Service Vehicle shall be removed from service until the non- compliance is corrected. SECTION 13 - REQUIRED REPORTS 13.1 Contractor shall provide, within thirty (30) calendar days after the first day of each month, reports addressing its performance during the preceding month with respect to the clinical, operational, and financial performance requirement, in the form and manner required by Page 10 of 26 EMERGENCY MEDICAL SERVICES FIRST RESPONDER ADVANCED LIFE SUPPORT AGREEMENT (11/1/2011) the EMS Director.. To the extent that EMS is able to generate reports from data collection system; Contractor will be relieved of the responsibility to submit these reports. Reports shall include, but are not limited to: a. Response Time Compliance reports b. Reports on patient /customer complaints c. Clinical Reports (e.g.: protocol compliance, intubation success rate, etc.) d. Other reports as requested by County with reasonable notice. 13.2 Other reports may be required less frequently than monthly, as determined by the EMS Director. 13.3. County shall provide notice to Contractor at least two (2) months in advance of any change to required reports, frequency, or due dates. 13.4 Response Time Performance: a. Response Time data, including reports received from the dispatch center, shall be used by Contractor and County to evaluate Contractor's performance and compliance. b. If Response Time compliance is below 90% for any calendar month, or longer period if required to accumulate 100 responses (see Section 5.1), Contractor shall identify the causes and shall document efforts to eliminate problems on an ongoing basis. c. Contractor shall submit a performance improvement plan with the Response Time performance report. The performance improvement plan shall identify each problem that contributed to a failure to meet Response Times and steps being taken to correct the problem. d. Response Time reporting and times shall be documented as set forth in this Agreement. 13.5 Compliance with Protocols a. Contractor shall report monthly on the overall compliance with EMS Policies and performance on all calls in a format by the Quality Council and provided by EMS. b. Data for compliance shall be submitted in aggregate and stratified by categories identified in the Quality Management Plan and approved by the EMS Director. 13.6 Quality Improvement a. Contractor shall develop a clear and concise set of processes and practices designed to identify and address opportunities for improvement. The description of these processes shall include the approach for achieving and maintaining measurable outcomes. b. Contractor shall provide reports that update progress on quality improvement projects Page 11 of 26 EMERGENCY MEDICAL SERVICES FIRST RESPONDER ADVANCED LIFE SUPPORT AGREEMENT (11/1/2011) as requested by the EMS Director. c. Contractor shall participate with the County's Quality Improvement Plan and follow all EMS policies regarding quality improvement and provide appropriate data. SECTION 14 - PENALTY PROVISIONS 14.1 Penalties described in this section shall not exceed to total annual FRALS funding, under this agreement. Penalties may be disputed as described in Section 14.7. 14.2 Response Time Penalty - Penalties shall be withheld by County from FRALS support funds. a. Contractor shall be penalized anytime Response Time compliance drops below 90% for any calendar month. Response Times for departments with low call volume (less than 100 calls per month) shall be evaluated when the Contractor has responded to 100 calls. Once the 100 call level is exceeded, the number of calls to achieve the 100 call threshold will start over in the next month. b. Calculating FRALS response time penalties: • Compliance will be calculated based on combining the Echo, Delta, and Charlie levels of responses and all subareas (Metro /urban, Suburban /Rural, Wilderness). If compliance falls below ninety percent (90 %) the subsidy will be reduced by 10% for the next month. • Compliance for Contractors with low response volume (less than 100 calls per month) will be determined by accumulating the monthly call volume until a total of 100 calls is exceeded. Failure of the Contractor to meet the 90% compliance level will result in a 10% reduction of the subsidy for a period equal to the number of months required to exceed the 100 call minimum. For example, if it takes a Contractor three months to respond to more than 100 calls, the penalty deduction will be applied to the next three subsidy payments. Once the 100 call level is exceeded, the number of calls to achieve the 100 call threshold will start over for the next calendar month. c. If FRALS calls are not categorized at the Contractor's dispatch center, compliance will be measured as if all calls are within the ECHO Category. d. If Response Time compliance drops below 90 %, a performance improvement plan must be submitted to the EMS Director with the monthly compliance report. The performance improvement plan must identify each problem that led to the delayed response and the steps being taken to correct each such problem. Page 12 of 26 EMERGENCY MEDICAL SERVICES FIRST RESPONDER ADVANCED LIFE SUPPORT AGREEMENT (11/1/2011) 14.3 Failure to Respond- Contractor's subsidy shall be reduced by a penalty of $2,500for each failure by the Contractor, with the exception of operational necessity, to provide FRALS, to a location within the Primary Service Area where a response has been requested by the dispatch center. The imposition of a penalty does not release Contractor of any other liability from its failure to respond. A request for an exemption of this penalty due to operational necessity may be submitted to the EMS Director. The request shall be reviewed by a panel of three, including the EMS Director and two fire chiefs selected by the Alameda County Fire Chiefs Association who are not involved with the issue. 14.4 Failure to Provide Timely Reports - Contractor shall promptly deliver each required report to the County. Contractor's subsidy shall be reduced by a penalty of $50 per day for each day a report is late. 14.5 Failure to Meet Minimum In- Service Equipment /Supply Requirements- Contractor's subsidy may be reduced by a penalty of up to $1000 per failed inspection for any FRALS that fails to comply with EMS Policies with respect to equipment and supplies. Penalties shall be proportionate with the potential for impact on patient care. 14.6 Failure to Provide Arrival at Incident Time a. Contractor's subsidy shall be reduced by a penalty of $50penalty each and every time a FRALS Unit is dispatched and Contractor fails to document the Arrival at Incident time. b. When the Arrival at Incident time for a call is not obtained, the response to that call shall be deemed to have exceeded Response Time. c. If Contractor has failed to document an Arrival at Incident Time, an exemption from the penalty may be granted if Contractor demonstrates, to the satisfaction of the EMS Director, an accurate Arrival at Incident time. 14.7 Penalty Disputes a. Contractor may appeal any penalty to the EMS Director in writing within fourteen (14) calendar days of receipt of notification of the imposition of a penalty. b. The EMS Director shall review all appeals and make the decision to eliminate, modify, or maintain the penalty. The EMS Director's decision shall be final. 14.8 Payment of Penalties a. County shall withhold penalties from the Contractor's quarterly FRALS Support funds for any penalty under this Agreement based on the Contractor's monthly performance reports. The parties shall make a good faith effort to resolve any disputes within a 30- Page 13 of 26 EMERGENCY MEDICAL SERVICES FIRST RESPONDER ADVANCED LIFE SUPPORT AGREEMENT (11/1/2011) day period. If the parties are unable to mutually resolve the dispute within that 30 -day period, the funds shall be withheld in full and subsequent funds distribution shall be adjusted to reflect the resolution of the dispute. b. Failure by the County to assess or impose any penalties at any point, for any reason, does not impact County's right to do so in the future for the same or other incidents; however, County may not impose penalties retroactively greater than three (3) months after discovery and completion of its investigation of the incident causing penalties. c. Fire service penalty money under this agreement will be set aside in an account created by the County for eventual increases in the number of FRALS units or other projects that enhanced Fire EMS response. Requests shall be reviewed by a panel of three, including the EMS Director and two fire chiefs selected by the Alameda County Fire Chiefs Association not involved in the matter being considered for funding. SECTION 15 - COOPERATION WITH EMS SYSTEM /COMMUNITY EDUCATION 15.1 Contractor shall submit its plan for medical education programs for the community in its service area and submit a report to EMS no later than April 1, 2012 describing these programs. 15.2 Contractor agrees to participate and assist in the development of system changes subject to negotiated costs, if any. 15.3 County agrees to continue obtaining input from all participating Contractors prior to implementing change to system policies and procedures. 15.4 Contractor shall participate and assist in changes related to emergency medical services in Alameda County through their participation in committee meetings, and work groups(e.g.: Emergency Medical Oversight Committee, Quality Council and Data Steering Committee). SECTION 16 - ADMINISTRATIVE PROVISIONS 16.1 Material Breach a. Willful failure of Contractor to provide Services under this Agreement in substantial compliance with the requirements of the applicable Federal, State, and County of Alameda laws, rules, and regulations shall constitute a material breach by Contractor. Minor infractions of such requirements shall not constitute a material breach unless such infractions are willful and repeated. Page 14 of 26 EMERGENCY MEDICAL SERVICES FIRST RESPONDER ADVANCED LIFE SUPPORT AGREEMENT (11/1/2011) b. Acts or omissions that shall constitute a material breach by Contractor include but are not limited to the following: • Willful falsification of data supplied to County during the course of operations, including but not limited to dispatch data, patient report data, Response Time data, financial data, or falsification of any other data required under Agreement; • Willful failure to maintain equipment in accordance with the requirements of this Agreement; • Willful attempts to intimidate or punish employees who participate in protected concerted activities, or who form or join any professional associations; • Chronic and persistent failure to require employees to conduct themselves in a professional and courteous manner, and to present a professional appearance; • Repeated failure to meet Response Time requirements after receiving notice of non- compliance from the EMS Director; • Failure to maintain required insurance; • Willful and repeated refusal to respond to requests for FRALS Services into another jurisdiction. • Failure to timely obtain and maintain the necessary licensing and /or certification required by law to provide Services; 16.2 Notice and Cure of Material Breach a. County shall give Contractor written notice, return receipt requested, setting forth with reasonable specificity the nature of a material breach. b. Contractor shall have the right to cure the material breach within ten (10) calendar days of receipt of notice. Within three (3) calendar days of receipt of a material breach notice, Contractor shall deliver to County, in writing, a plan of action to cure the material breach. c. If the material breach, by its nature, cannot reasonably be cured within ten (10) calendar days, Contractor may request additional time to complete cure of the breach. 16.3 County Remedies a. County shall have the right to terminate this Agreement in addition to any other legal remedy in the event of a material breach that is not cured within ten (10) calendar days or additional time granted by County. Page 15 of 26 EMERGENCY MEDICAL SERVICES FIRST RESPONDER ADVANCED LIFE SUPPORT AGREEMENT (11/1/2011) b. County's remedies for any breach are non - cumulative and in addition to any other remedy available to the County. c. If the County determines any breach has occurred, County may require Contractor to submit a corrective action plan. Failure to submit and implement any requested corrective action plan may be considered a material breach. 16.4 Continuous Service Delivery - Contractor agrees that there is a public health and safety obligation to assist County in every effort to ensure uninterrupted and continuous service delivery in the event of a material breach, even if Contractor disagrees with the determination of material breach. 16.5 Annual Performance Evaluation a. The County may evaluate the performance of the Contractor on an annual basis. Contractor shall provide a report to the County to assist in this evaluation within 60 calendar days of written notice by County of its intention to conduct a performance evaluation. b. The report may require the following information: • Response Time performance • Clinical performance in accordance with the Quality Management Plan • Innovative programs that have been initiated to improve system performance • Update on community education programs and other community initiatives • Other information as requested by County • Other information Contractor would like considered by County. 16.6 Assurance of Performance a. If at any time, the County believes Contractor may not be adequately performing its obligations under this Agreement or that Contractor is not performing the Services as required by this Agreement, County shall provide notice to the Contractor specific nature of Contractor's deficient performance and may there upon request from Contractor prompt reply as to the notice of deficiency, and a written plan acceptable to County, for the correction of deficiencies in Contractor's performance. b. Contractor shall provide such reply and a written plan within ten (10) calendar days of the receipt of the County's notice, and shall thereafter diligently commence and fully perform such written plan. Page 16 of 26 EMERGENCY MEDICAL SERVICES FIRST RESPONDER ADVANCED LIFE SUPPORT AGREEMENT (11/1/2011) c. Contractor's failure to reply to such notices or to provide a written plan within the required time is a material breach of this Agreement. 16.7 Mutual Termination -This Agreement may be terminated early by mutual consent of the Contractor and the County. 16.8 Termination for Cause a. If Contractor fails to cure any material breach, following notice and opportunity to cure, County, upon written notice to Contractor, may terminate this Agreement for cause. The termination shall be effective on the date specified in the written notice. b. Contractor shall be responsible for all costs incurred by County due to termination for cause. SECTION 17 - GENERAL PROVISIONS 17.1 Permits and License a. Contractor shall be responsible for and shall hold any and all required Federal, State or local permits or licenses required to perform its obligations under the Agreement. b. It shall be entirely the responsibility of Contractor to schedule and coordinate all applications and application renewals as necessary to ensure that Contractor is meeting its obligation under the Agreement and is in complete compliance with Federal, State and local requirements for permits and licenses as necessary to provide the services. c. Contractor shall be responsible for ensuring that its employee's State and local certifications as necessary to provide the services, if applicable, are valid and current at all times. 17.2 Observation and Inspections a. County representatives may at any time directly observe Contractor's operations at the Dispatch Center or Fire Stations that house FRALS units. Prior to any inspection the County shall notify the on -duty Battalion Chief at least 1 hour in advance. b. A County representative may schedule a ride -along or ride as "third person" on any of Contractor's units at any time, provided that in exercising this right to inspection and observation, County representatives shall conduct themselves in a professional and courteous manner, shall not interfere with Contractor employee's duties, and shall at all times be respectful of Contractor's employer /employee relationships. c. At any time during normal business hours and as often as may be reasonably deemed necessary by the County, County representatives may observe Contractor's office Page 17 of 26 EMERGENCY MEDICAL SERVICES FIRST RESPONDER ADVANCED LIFE SUPPORT AGREEMENT (11/1/2011) operations, and Contractor shall make available to County for its examination any and all business records, including incident reports, patient records, financial records of Contractor pertaining to the provision of emergency medical services. County may audit, copy, make transcripts, or otherwise reproduce such records as needed for County to fulfill its oversight role. d. County shall notify Contractor of any critical issues discovered during an observation or inspection. 17.3 Relationship of the Parties Nothing in this Agreement shall be construed to create a relationship of employer and employee or principal and agent, partnership, joint venture, or any other relationship other than that of independent parties contracting with each other solely for the purpose of carrying out the provisions of the Agreement. Nothing in the Agreement shall create any right or remedies in any third party, it being solely for the benefit of the County and Contractor. 17.4 Independent Contractor a. No relationship of employer and employee is created by this Agreement; it being understood and agreed that Contractor is an independent Contractor. Contractor is not the agent or employee of the County in any capacity whatsoever, and County shall not be liable for any acts or omissions by Contractor nor for any obligations or liabilities incurred by Contractor. b. Contractor, its employees, subcontractors and agents shall have no claim under this Agreement or otherwise, for seniority, vacation time, vacation pay, sick leave, personal time off, overtime, health insurance medical care, hospital care, retirement benefits, social security, disability, Workers' Compensation, or unemployment insurance benefits, civil service protection, or employee benefits of any kind. c. Contractor shall be solely liable for and obligated to pay directly all applicable payroll taxes (including Federal and State income taxes) or contributions for unemployment insurance or old age pensions or annuities which are imposed by any governmental entity in connection with the labor used or which are measured by wages, salaries or other remuneration paid to its officers, agents or employees and agrees to indemnify and hold County harmless from any and all liability which County may incur because of Contractor's failure to pay such amounts. Page 18 of 26 EMERGENCY MEDICAL SERVICES FIRST RESPONDER ADVANCED LIFE SUPPORT AGREEMENT (11/1/2011) d. Contractor shall comply with all applicable Federal and State workers' compensation and liability laws and regulations with respect to the officers, agents and /or employees conducting and participating in the work; and agrees that such officers, agents, and /or employees shall be considered as independent Contractors and shall not be treated or considered in any way as officers, agents and /or employees of County. 17.5 Indemnification Each party shall indemnify, defend, protect, hold harmless, and release the other, their elected bodies, officer, agents, and employees, from and against any and all claims, losses, proceedings, damages, causes of action, liability, costs, or expense (including attorney's fees and witness costs) arising from or in connection with, or caused by any negligent act or omission or willful misconduct of such indemnifying party. This indemnification obligation shall not be limited in any way by any limitation on the amount or type of damages or compensation payable to or for the indemnifying party under workers' compensation acts, disability benefit acts, or other employee benefit acts. 17.6 Insurance Contractor shall at all times during the term of the Agreement with the County maintain in force the insurance coverage specified in EXHIBIT C - MINIMUM INSURANCE REQUIREMENTS, and shall comply with all those requirements as Stated therein. 17.7 Conformity with Law and Safety a. In performing Services under this Agreement, Contractor shall, at all times, observe and comply with all applicable laws, ordinances, codes and regulations of governmental agencies, including Federal, State, municipal, and local governing bodies, having jurisdiction over the Services, including, but not limited to, all applicable provisions of the California Occupational Safety and Health Act. It shall be Contractor's sole responsibility to be fully familiar with all such applicable laws, ordinances, and regulations. b. Contractor shall indemnify and hold County harmless from any and all liability, fines, penalties and consequences from any failure by Contractor to comply with such laws, ordinances, codes and regulations. c. If a death, serious personal injury, or substantial property damage occurs in connection with Contractor's performance of this Agreement and warrants submission of an Alameda County EMS Unusual Occurrence Report (as per EMS Policy). Contractor shall Page 19 of 26 EMERGENCY MEDICAL SERVICES FIRST RESPONDER ADVANCED LIFE SUPPORT AGREEMENT (11/1/2011) immediately notify County by contacting the Alameda County Regional Emergency Communications Center (ACCREC), as per EMS policy, and asking to speak to the EMS person on call Contractor shall promptly submit to County a written report, in such form as may be required by County of all accidents, which occur in connection with this Agreement. This report must include: • the name and address of the injured or deceased person(s); • the name and address of Contractor's sub - Contractor, if any; • the name and address of Contractor's liability insurance carrier; and, • a detailed description of the accident and whether any of County's equipment, tools, material or staff were involved. d. Contractor shall take all reasonable steps, as per EMS policy, to preserve all physical evidence and information which may be relevant to an accident involving personal injury, death, or property damage, while maintaining public safety, in order to afford County the opportunity to review and inspect such evidence, including the scene of the accident 17.8 Debarment and Suspension Certification a. Contractor shall comply with applicable Federal suspension and debarment regulations, including but not limited to 7 Code of Federal Regulations ( "CFR ") 3016.35, 28 CFR 66.35, 29 CFR 97.35, 34 CFR 80.35, 45 CFR 92.35 and Executive Order 12549. b. Contractor certifies to the best of its knowledge and belief, that it and its principals: • Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntary excluded by any Federal department or agency; and, • Shall not knowingly enter into any covered transaction with a person who is proposed for debarment under Federal regulations, debarred, suspended, declared ineligible, or voluntarily excluded from participation in such transaction. 17.9 Ownership of Documents Contractor shall pay all royalties and license fees which may be due for any patented or copyrighted materials, methods or used by Contractor for the Services, and shall defend, indemnify and hold County harmless from any claims for infringement of patent or copyright arising out of such use. The County's rights under this Paragraph shall not extend to any computer software used to create such Documents and Materials. Page 20 of 26 EMERGENCY MEDICAL SERVICES FIRST RESPONDER ADVANCED LIFE SUPPORT AGREEMENT (11/1/2011) 17.10 Documents and Materials a. Contractor shall maintain and make available to County for its inspection and use during the term of this Agreement all EMS related Documents and Materials. This duty shall continue for three (3) years following termination or expiration of this Agreement. Contractor shall not dispose of, destroy, alter, or mutilate such Documents and Materials, for three (3) years following termination or expiration of this Agreement. b. Retention of Records - Contractor shall retain all documents pertaining to the Agreement including patient care records, as required by Federal and State laws and regulations, and no less than seven (7) years from the end of the fiscal year following termination or expiration of this Agreement. In addition, patient care records for minors shall be retained for a minimum of seven (7) years and /or until the minor turns age 18 plus one year. Upon request, and except as otherwise restricted by law, Contractor shall make these records available to authorized representatives of the County, the State of California, and the Federal government. c. Time of Essence - Time is of the essence in respect to all provisions of this Agreement that specify a time for performance. This requirement shall not be construed to limit or deprive a party of the benefits of any grace or use period allowed by this Agreement. 17.11 Notices a. All notices, requests, demands, or other communications under this Agreement shall be in writing. Notices shall be given for all purposes as follows: b. Personal Delivery: When personally delivered to the recipient, notices are effective on delivery. c. Certified Mail: When mailed certified mail, return receipt requested, notice is effective on receipt, if delivery is confirmed by a return receipt. d. Overnight Delivery: When delivered by overnight delivery (e.g., Federal Express /Airborne /United Parcel Service /DHL Worldwide Express) with charges prepaid or charged to the sender's account, notice is effective on delivery, if delivery is confirmed by the delivery service. e. Facsimile Transmission: When sent by facsimile to the last facsimile number of the recipient known to the party giving notice, notice is effective on receipt, provided that: a) a duplicate copy of the notice is promptly given by first -class or certified mail or by overnight delivery, or b) the receiving party delivers a written confirmation of receipt. Page 21 of 26 EMERGENCY MEDICAL SERVICES FIRST RESPONDER ADVANCED LIFE SUPPORT AGREEMENT (11/1/2011) Any notice given by facsimile shall be deemed received on the next business day if it is received after 5:00 p.m. (recipient's time) or on a non - business day. 17.12 Addresses for purpose of giving notice are as follows: To County: County of Alameda Alameda County EMS 1000 San Leandro Blvd San Leandro, CA 94577 Attn: EMS Director To Contractor: City of Dublin 100 Civic Plaza Dublin, CA94568 Attn: Joni Pattillo, Title: City Manager a. Any correctly addressed notice that is refused, unclaimed, or undeliverable because of an act or omission of the party to be notified shall be deemed effective as of the first date that notice was refused, unclaimed, or deemed undeliverable by the postal authorities, messenger, or overnight delivery service. b. Any party may change its address or telex or facsimile number by giving the other party notice of the change in any manner permitted by this Agreement. 17.13 Equal Employment Opportunity Practices Provisions a. Contractor shall comply with Title VII of the Civil Rights Act of 1964 and Contractor agrees that no person shall, on the grounds of race, creed, color, disability, sex, sexual orientation, national origin, age, religion, Vietnam era Veteran's status, political affiliation, or any other non -merit factor, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under this Agreement. b. Contractor shall, in all solicitations or advertisements for applicants for employment placed as a result of this Agreement, State that it is an "Equal Opportunity Employer" or that all qualified applicants shall receive consideration for employment without regard to their race, creed, color, disability, sex, sexual orientation, national origin, age, religion, Vietnam era Veteran's status, political affiliation, or any other non -merit factor. c. Upon request by County, Contractor shall certify that it has not, in the performance of this Agreement, discriminated against applicants or employees because of their race, creed, color, disability, sex, sexual orientation, national origin, age, religion, Vietnam era Veteran's status, political affiliation, or any other non -merit factor. Page 22 of 26 EMERGENCY MEDICAL SERVICES FIRST RESPONDER ADVANCED LIFE SUPPORT AGREEMENT (11/1/2011) d. Upon request by County, Contractor shall provide County with access to copies of all of its records pertaining or relating to its employment practices, except to the extent such records or portions of such records are confidential or privileged under State or Federal law. e. Nothing contained in this Agreement shall be construed in any manner so as to require or permit any act that is prohibited by law. 17.14 Waiver No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure, right or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17.15 Assignment Not Allowed a. Contractor shall not assign this Agreement to a third party without written consent of the County; nor shall Contractor assign any monies due from COUNTY under this Agreement to any third party without written consent of the COUNTY. b. CONTRACTOR's subcontracting of services under this Agreement to the Alameda County Fire Department is a subcontract and not an assignment, and does not violate this provision. 17.16 End Term Provisions Contractor agrees to return all COUNTY- issued equipment, including equipment purchased by Paramedics Plus, to COUNTY in good working order, normal wear and tear excepted, at the termination of this Agreement. 17.17 Entire Agreement This Agreement, including all attachments, exhibits, and any other documents specifically incorporated into this Agreement, shall constitute the entire agreement between the parties relating to the subject matter of this Agreement. This Agreement supersedes and merges all previous understandings, and all other agreements, written or oral, between the parties and sets forth the entire understanding of the parties regarding the subject matter thereof. Page 23 of 26 EMERGENCY MEDICAL SERVICES FIRST RESPONDER ADVANCED LIFE SUPPORT AGREEMENT (11/1/2011) 17.18 Headings Headings herein are for convenience of reference only and shall in no way affect the interpretation of the Agreement. 17.19 Modification of Agreement This Agreement may be supplemented, amended or modified only by the mutual agreement of the parties. No supplement, amendment, or modification of this Agreement shall be binding unless it is in writing and signed by authorized representatives of both parties. Where there is mutual agreement by Contactor and the EMS Director, the following exhibits may be modified, by a written amendment signed by Contractor and the Director of Health Care Services Agency: EXHIBIT A - DEPICTION AND DEFINITION OF CONTRACTORS PRIMARY SERVICE AREA EXHIBIT B - DEPICTION AND DEFINITION OF SUB -AREAS EXHIBIT F - REPORT ON INTERMITTENT OR ROTATIONAL SERVICE INTERRUPTION 17.20 Survival The obligations of this Agreement, which by their nature would continue beyond the termination or expiration of the Agreement, including without limitation, the obligations regarding Indemnification, Ownership of Documents, and Conflict of Interest, shall survive termination or expiration. 17.21 Severability If a court of competent jurisdiction holds that any provision of this Agreement is illegal, unenforceable, or invalid in whole or in part, for any reason, the validity and enforceability of the remaining provisions, or portions of them, shall not be affected, unless an essential purpose of this Agreement would be defeated by the loss of the illegal, unenforceable, or invalid provision. 17.22 Patent and Copyright Indemnity Contractor represents that it knows of no allegations, claims, or threatened claims that the materials, services, hardware or software ( "Contractor Products ") provided to County under this Agreement infringe any patent, copyright, or other proprietary right. Contractor shall defend, indemnify and hold harmless County, from and against all losses, claims, damages, liabilities, costs expenses and amounts (collectively, "Losses ") arising out of or in connection with any claim that any Contractor Products or the use thereof, infringe any patent, copyright or other proprietary right of any third party. County shall: a) notify Contractor promptly of such claim or suit; b) permit Contractor to defend, compromise, or settle the Page 24 of 26 EMERGENCY MEDICAL SERVICES FIRST RESPONDER ADVANCED LIFE SUPPORT AGREEMENT (11/1/2011) claim; and, c) provide, on a reasonable basis, information to enable Contractor to do so. Contractor shall not agree without County's prior written consent, to any settlement, which would require County to pay money or perform some affirmative act in order to continue using the Contractor Products. If Contractor is obligated to defend County pursuant to this Section and fails to do so after reasonable notice from County, County may defend itself and /or settle such claim or suit, and Contractor shall pay to County any and all losses, damages and expenses (including attorney's fees and costs) incurred in relationship with County's defense and /or settlement of such claim or suit. In the case of any such claim of infringement, Contractor shall either, at its option: a) procure for County the right to continue using the Contractor Products; or b) replace or modify the Contractor Products so that that they become non - infringing, but equivalent in functionality and performance. Notwithstanding this Section, County retains the right and ability to defend itself, at its own expense, against any claims that Contractor Products infringe any patent, copyright, or other intellectual property right. 17.23 Choice of Law and Venue This Agreement shall be governed by the laws of the State of California. Venue for actions and proceedings between the parties related to this Agreement shall be Alameda County Superior Court for state actions and the Northern District of California for any federal action. Page 25 of 26 EMERGENCY MEDICAL SERVICES FIRST RESPONDER ADVANCED LIFE SUPPORT AGREEMENT (11/1/2011) SIGNATORY By signing this agreement, signatory warrants and represents that he /she executed this Agreement in his /her authorized capacity and that by his /her signature on this Agreement, he /she or the entity upon behalf of which he /she acted, executed this Agreement. IN WITNESS WHEREOF, the parties execute this Agreement: County of Alameda By: Signature Name: Nate Miley Title: President of the Board of Supervisors Date: Approved as to Form: In County Counsel Signature Contractor By: Signature Name: Joni Pattillo Title: City Manager Date: Approved as to Form: I Title City Attorney Page 26 of 26 Signature EMERGENCY MEDICAL SERVICES FIRST RESPONDER ADVANCED LIFE SUPPORT AGREEMENT (11(1/2011) EXHIBIT A - DEPICTION & DEFINITION - CONTRACTOR'S PRIMARY RESPONSE AREA /EOA 1. There are five (5) Emergency Response Zones (ERZ) in Alameda County, which include cities and all unincorporated areas. The following are cities contained in each ERZ: a. Zone 1- Alameda, Albany, Berkeley, Piedmont b. Zone 2 - Oakland, Emeryville C. Zone 3 - San Leandro, Castro Valley, Hayward d. Zone 4 - Fremont, Newark, Union City e. Zone 5 - Dublin, Pleasanton, Livermore 2. The following is a depiction of the Emergency Response Zones (ERZ) by city and unincorportated areas within Alameda County. Page E- I 1 - Albany 2 - Berkeley 3 - Emeryville 4 - Piedmont 5 - Oakland 6 - Alameda 7 - San Leandro 8 - Ashland 9 - Cherryland 10 - San Lorenzo 11- Castro Valley 12 - Fairview 13 - Hayward 14 - Union City 15- Newark 16 - Fremont 17 - Dublin 18 - Pleasanton 19 - Livermore 20 - Sunol EMERGENCY MEDICAL SERVICES FIRST RESPONDER ADVANCED LIFE SUPPORT AGREEMENT (11/1/2011) EXHIBIT B - DEPICTION & DEFINITION OF SUB -AREAS 1. Density Area Designation: Designations of call density areas were accomplished by reviewing the call density for every square kilometer grid in the County. The grids were normalized by examining the underlying road structure with the goal of creating zones with Rural /Suburban contiguous with Metro /Urban, eliminating anomalous pockets of high or low density in the midst of one of the density areas, and creating a map that can be incorporated into the computer aided dispatch system. Sub -area definitions are for general descriptive purposes only; the actual sub -areas are identified on the maps in this Exhibit. The map defines the subarea, not the actual number of calls received during any period. The identified Sub -areas are subject to change at the discretion of the County. 2. Sub - Areas: There are 3 possible Sub -areas contained within each ERZ. Metro /Urban call densities are determined by identifying the square kilometers that average 2 or more calls per month and at least half of the surrounding square kilometers also average 2 or more calls per month. Rural /Suburban areas are those in which the average calls per square kilometer are between 0.25 and less than 2.0 calls per month on average. Wilderness /Low Call Density is determined by identifying the square kilometers that average less than 0.25 calls per month (or one call every 4 months, on average) Alameda County: San Francisco Bay a burlmgame ' . „Foster city 0 San Mateo Belmont ,.San Carlos Airetlon Contra costa Page E -2 ■ Urban We Rural E EMERGENCY MEDICAL SERVICES FIRST RESPONDER ADVANCED LIFE SUPPORT AGREEMENT (11/1/2011) Zone 2: a1 .. 0tl e� bra L�fapfL Walnvl M ��W Rncem v�,kY Orsa4 ■ � .. .a ura. _.n i A l J F 0 R N 1,A - LaR/on r . r • _ �y r ° ■ Zone 3: r r timalpamow I ( • am Mon m ■rrrrr.rt. ■ ■ ■■ f m r ■ in-iIn ■ ■ %,% w, r ar■■■■■ m � � mF+i m ON N3- s m? r 1 V Sr owsli ■■some, ■ ■INwa r ■mmme■ ■■s ■rU�. err \■rmmm■■samml Iftu �mmis *tr•e•■■empim "m mrm, ■•K■■ a■m ■■■■2 ■■■■r' ■fipmim ■00` ■■r :e■■■■ SEEN. _■■■-m- ■m■mom -NAMA Pa ,-e E -', S Urban Ir Rural N Wddernss i Urban M Rural 0 Wilderness . - '` 4 ■ • ■ ■ ■ ■ ■ ■ ■ L A1■ ■ ■ ■ m ■ ■,, �,r ■r. ■ ■ ■■ ■■yam ... r r r r r r■ f err 14 +i ■rr■ ■ timalpamow I ( • am Mon m ■rrrrr.rt. ■ ■ ■■ f m r ■ in-iIn ■ ■ %,% w, r ar■■■■■ m � � mF+i m ON N3- s m? r 1 V Sr owsli ■■some, ■ ■INwa r ■mmme■ ■■s ■rU�. err \■rmmm■■samml Iftu �mmis *tr•e•■■empim "m mrm, ■•K■■ a■m ■■■■2 ■■■■r' ■fipmim ■00` ■■r :e■■■■ SEEN. _■■■-m- ■m■mom -NAMA Pa ,-e E -', S Urban Ir Rural N Wddernss i Urban M Rural 0 Wilderness EMERGENCY MEDICAL SERVICES FIRST RESPONDER ADVANCED LIFE SUPPORT AGREEMENT (11/1/2011) Zone 4: MESNq SEES MESS Ems s EMEME NONE SEEM M sow �7 ■ ir-4kf ■ Zone 5: ■■■■■ O's ■f\ ■0j f`■0■av0 a ■0rZ ■ /r■ ■ammar■ ■ ■frr ■ ■r■"tirrr ■ ,� R1jLjb �i a 0 0 a 0 a ■ ■� ■a.a,m■ / ■fi ■■ ■flit ■ ■■■■■ Ir ■■■■ ■ ■, km■■i■ ■fir■■■ ■l I.■ ■■■ -i ■ ■ff■ ■'i, ■ ■Ili ■iLi ■ ■f MMMM EMS ■■ ■■■■/ MMMMM ■■■ ■f ■■■■f ■■■■■i ■f ■f ■ ■f■■f ■■■■ if■■■■ ■■■■ ■ ■f ■■■lwI■ ■f ■ `■■ Santa clam Page E -4 u ft Urban Rural ■ Wilderness Urban r Rural r Wddenn ss EMERCENCY MEDICAL SERVICES FIRST RESPONDER ADVANCED LIFE SUPPORT AGREEMENT (11/1/2011) EXHIBIT C - MINIMUM INSURANCE REQUIREMENTS Without limiting any other obligation or liability under this Agreement, the Contractor, at its sole cost and expense, shall secure and keep in force during the entire term of the Agreement m longer, as may be specified below, the following insurance coverage, limits and endorsements: Page E -5 TYPE OF e MINIMUM LIMITS A. Commercial General Liability Premises Liability, Products and Completed Operations; Contractual $2.000,000.00 per occurrence (CSL) Liability, Personal Injury and Advertising Liability, Abuse, Molestation, Bodily Injury and Property Damage Sexual Actions, and Assault and Battery B. Commercial or Business Automobile Liability $2,000,000.00 per occurrence (CSL) All owned vehicles, hired or leased vehicles, non - owned, borrowed and Any Auto permissive uses. Personal Automobile Liability is acceptable for individual Bodily Injury and Property Damage Contractors with no transportation or hauling related activities C. Workers' Compensation (WC) and Employers Liability (EL) EL Statutory Limits $injury or per accident for Required for all Contractors with employees disc bodil injury or disease bodily D. Professional Liability/Errors & Omissions $2,000,000.00 per occurrence Includes endorsements of contractual liability and defense and $5,000,000.00 project aggregate indemnification of the Count E. Endorsements and Conditions: 1. ADDITIONAL INSURED: All insurance required above with the exception of Professional Liability, Personal Automobile Liability, Workers' Compensation and Employers Liability, shall be endorsed to name as additional insured: County of Alameda, its Board of Supervisors, the individual members thereof, and all County officers, agents, employees and representatives. 2. DURATION OF COVERAGE: All required insurance shall be maintained during the entire term of the Agreement with the following exception: Insurance policies and coverage(s) written on a claims -made basis shall be maintained during the entire term of the Agreement and until 3 years following termination and acceptance of all work provided under the Agreement, with the retroactive date of said insurance (as may be applicable) concurrent with the commencement of activities pursuant to this Agreement. 3. REDUCTION OR LIMIT OF OBLIGATION: All insurance policies shall be primary insurance to any insurance available to the Indemnified Parties and Additional Insured(s). Pursuant to the provisions of this Agreement, insurance affected or procured by the Contractor shall not reduce or limit Contractor's contractual obligation to indemnify and defend the Indemnified Parties. 4. INSURER FINANCIAL RATING: Insurance shall be maintained through an insurer with a minimum A.M. Best Rating of A- or better when applicable, with deductible amounts acceptable to the County. Acceptance of Contractor's insurance by County shall not relieve or decrease the liability of Contractor hereunder. Any deductible or self - insured retention amount or other similar obligation under the policies shall be the sole responsibility of the Contractor. Any deductible or self - insured retention amount or other similar obligation under the policies shall be the sole responsibility of the Contractor. S. SUBCONTRACTORS: Contractor shall include all subcontractors as an insured (covered party) under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 6. JOINT VENTURES: If Contractor is an association, partnership or other joint business venture, required insurance shall be provided by any one of the following methods: — Separate insurance policies issued for each individual entity, with each entity included as a "Named Insured (covered party), or at minimum named as an "Additional Insured" on the other's policies. - Joint insurance program with the association, partnership or other joint business venture included as a "Named Insured. 7. CANCELLATION OF INSURANCE: All required insurance shall be endorsed to provide thirty (30) days advance written notice to the County of cancellation. B. CERTIFICATE OF INSURANCE: Before commencing operations under this Agreement, Contractor shall provide Certificate(s) of Insurance and applicable insurance endorsements, in form and satisfactory to County, evidencing that all required insurance coverage is in effect. The County reserves the rights to require the Contractor to provide complete, certified copies of all required insurance policies. The require certificate(s) and endorsements must be sent to: - Department /Agency issuing the agreement - With a copy to Risk Management Unit 125 - 12th Street, 3ro Floor, Oakland, CA 94607 Page E -5 EMERGENCY MEDICAL SERVICES FIRST RESPONDER ADVANCED LIFE SUPPORT AGREEMENT (11/1/2011) EXHIBIT D - DEBARMENT AND SUSPENSION CERTIFICATION loni Pattillo under penalty of perjury, certifies that, except as noted below, the company, its principal, and any named subcontractor: 1.1 Is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any Federal agency; 1.2 Has not been suspended, debarred, voluntarily excluded or determined ineligible by any Federal agency within the past three years; 1.3 Does not have a proposed debarment pending; and, 1.4 Has not been indicted, convicted, or had a civil judgment rendered against it by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past three years. If there are any exceptions to this certification, insert the exceptions in the following space. Exceptions shall not necessary result in denial of award, but shall be considered in determining Proposer responsibility. For any exception noted above, indicate below to whom it applies, initiating agency, and dates of action. 4. Providing false information may result in criminal prosecution or administrative sanctions. The above certification is part of the Agreement. Signing the Agreement on the signature portion thereof shall also constitute signature of this Certification. Name: loni Pattillo Signature: Title: City Manager Date: Page E -6 EMERCENCY MEDICAL SERVICES FIRST RESPONDER ADVANCED Lin- SUPPORT AGREEn4ENT (11/1/2011) EXHIBIT E - FIRST RESPONDER SUPPORTPAYMENT SCHEDULE 1. In consideration for the provision of services as described in the Letter of Agreement (LOA) between the Contractor and the County for the period July 1, 2011 through October 31, 2011, the County shall subsidize the Contractor on 4 authorized FRALS units at 100% of the available funding for a total of $57,190.88 for the term of the LOA. Payment to Contractor will be made upon receipt of an invoice to be submitted after November 1, 2011. 2. In consideration for the provision of services described in this Agreement, COUNTY shall subsidize CONTRACTOR on 4 authorized FRALS units at *100% of the available funding for a total of $892,870.91 for the term of the agreement: 3. * FRALS Services shall be funded based on the following: 0 Responding to requests for Emergency Medical Services 60% Amount per 2 Quarterly Total and response designation as ECHO, DELTA, CHARLIE, BRAVO, ALPHA prior to response COLA FRALS Unit x 4 Funded Amount Amount 11/01/2011— 0 �° $42,893.16 x 4 = 100% $42,893.16 $171,572.64 10/31/2012 $171,572.64 11/01/2012- % $43, $43, 751.02 x 4 = 100% $43,751.02 $175,004.08 10/31/2013 $175004.08 11101/2013- % $44,626.04 $44,626.04 x 4 = 100% $44,626.04 $178,504.16 10/31/2014 $178,504.16 11/01/2014 - 2% $45,518.56 x 4 = 100% $45,518.56 $182,074.24 10/31/2015 $182,074,24 11/01/2015- 2 ° �0 $46,428.94 x 4 = 100% $46,428.94 $185,715.76 10/31/2016 $185,715.76 3. * FRALS Services shall be funded based on the following: 0 Responding to requests for Emergency Medical Services 60% I@ Transferring EMS calls to a designated Medical Dispatch Center for pre - arrival instructions 20% El Transferring EMS calls to a designated Medical Dispatch Center for MPDS call categorization and response designation as ECHO, DELTA, CHARLIE, BRAVO, ALPHA prior to response 20% 3. If Contractor adds or subtracts services contained in #2 during the term of the agreement, funding shall be amended during the next quarter following the change of services. 4. Payment to Contractor will be made in equal quarterly installments upon receipt of an invoice, beginning with receipt of the first invoice after February 1, 2012. S. County shall make every effort to remit payments within thirty (30) business days. 6. Payment to CONTRACTOR will be held until receipt of the required quarterly data per mutually agreed data calendar. 7. Total payments to be calculated and determined by the number of authorized FRALS units actually in service. (See Exhibit F and Section 4.3 &4.4 for intermittent or rotational closure of stations). 8. The number of FRALS units specified in #1 above will not increase during the life of this agreement unless approved by Contractor and the EMS Director and funding is available. 9. To subtract units CONTRACTOR must notify the EMS Director prior to the reduction. Page E -7 EMERGENCY MEDICAL ScRVICES Fli,ST RESVONDER ADVANCED LIFE SUPPORT AGREEMENT (1 111112 01 1) EXHIBIT F - REPORT ON INTERMITTENT OR ROTATIONAL SERVICE INTERRUPTION FY 20 / Quarter # Department: *Service Interruptions Days per Month Subsidy Intermittent Rotational Total Station: Reduction Days Days Days 1" Quarter: July $() August $() September $0 Total $() 2nd Quarter: October $() November $() December $() Total $() 3'd Quarter: January $q February $p March $() Total $0 4`h Quarter: April $() May $() June $() Total $O Annual subsidy: $ Days /year: Quarterly Invoice: $ Daily subsidy: $ Subsidy Reduction $() # FRALS units / day: Total subsidy payment: $ Daily unit subsidy: $ *Days in which FRALS service is reduced greater than 12 hours (see Section 4) Page E -8 EMERGENCY MEDICAL SERVICES FIRST RESPONDER ADVANCED LIFE SUPRORT AGREEMENT (111%2011) EXHIBIT G - EQUIPMENT LOAN AGREEMENT A. INTRODUCTION: Paramedics Plus has contracted with County to loan the following equipment to Contractor for use on FRALS units at no cost to Contractor: 1. Four (4) rugged mobile personal computers and Tablet PC software for the PCR data collection system: a. Panasonic CF -19 Toughbook b. One (1) spare battery c. One (1) AC charging cable d. IT support and updates when required e. Routine scheduled maintenance. 2. Four (4) LIFEPAK 15 System a. LP 15 monitor - defibrillators capable of wireless transmission of 12 -lead ECG's for each unit and sufficient data plan to accommodate and support this process. b. Temporary replacement Lifepak 15s for units undergoing repairs c. Velocitor charger d. Station charger e. One (1) spare battery 3. -Four (4) Physio - Control chest compression system (LUCAS device) a. Lucas CPR device b. One (1) spare battery c. One (1) station charger B. CONDITIONS: 1. Acceptance of Paramedics Plus equipment is optional. By accepting equipment under this agreement, Contractor commits to utilizing equipment in the delivery of all ALS First Response services. If Contractor is not utilizing the equipment for the delivery of care (e.g.: closure of a station, reduction of FRALS units) all equipment must be immediately returned to Paramedics Plus. 2. Paramedics Plus shall maintain ownership of the equipment at all times. The terms of this exhibit and the responsibilities outlined herein are not transferable. By accepting Paramedics Plus equipment, the Contractor agrees to comply with all terms and conditions set forth herein associated with the loan of equipment. 3. The Contractor shall be solely responsible for the proper use and deployment of the equipment. Paramedics Plus shall be responsible for training personnel using the equipment on the proper use of the equipment in accordance with any equipment use procedures. The Contractor accepts sole responsibility for operating the equipment at its sole risk. 4. Contractor agrees to give this equipment the same level of care as similar property purchased by Contractor. Equipment shall be returned to Paramedics Plus in as good a Page E -9 EmGRcENcy MEDICAL SERVICES FIRST RESPONDER ADVANCED UFF SUPPORT AGREEMENT (11/l/20111 condition as when received by the Contractor, reasonable wear and tear excepted. During the loan period Paramedics Plus agrees to assume all responsibility for maintenance and repair due to normal wear and tear. 5. The Contractor is responsible for the full cost of repair or replacement of any or all of the equipment that is damaged by intentional misuse, abuse, or neglect, lost, or stolen from the time Contractor assumes custody. If the equipment is lost, stolen or damaged, Contractor must immediately notify the Paramedics Plus representative. 6. Paramedics Plus shall pay for all insurance, regularly scheduled maintenance and maintenance agreements for the equipment. 7. All maintenance and repair of equipment shall be performed by personnel authorized by Paramedics Plus. Any unauthorized maintenance voids all original equipment warranties. The Contractor shall be liable for the cost of purchasing a new warranty for the equipment if unauthorized maintenance is performed on the equipment by Contractor's personnel. 8. Contractor shall make the equipment available for inspection and maintenance during regular business hours with adequate advance notice and notify Paramedics Plus in writing of any necessary repairs or if the equipment malfunctions. Inventory management and return notification. 9. Contractor shall maintain and provide annual inventory reports to Paramedics Plus when requested. These reports shall include the Paramedics Plus inventory control number and well as the Contractor unit where the equipment is assigned. 10. Failure to adhere to the conditions described above may result in withdrawal of use and possession of the equipment, through written notice by Paramedics Plus and endorsed by County. 11. Contractor shall return the equipment to Paramedics Plus upon termination of 9 -1 -1 Ambulance Agreement between Paramedics Plus and County. The current agreement is for the period beginning November 1, 2011, and ending October 31, 2016. County has an option to renew for five additional years, ending October 31, 2021. 12. In consideration for the equipment loan, the Contractor agrees to indemnify, defend and hold Paramedics Plus and County harmless from any and all damages, losses, claims, causes of actions, expenses and liability of any nature whatsoever associated with its use of the equipment. Name: loni Pattillo Signature: Title: City Manager Date: / / Page E -10