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Home My WebLink AboutAmerican Medical Response Ambulance Service, Inc. - Termination of Services Agreement between AMR and RCCP Parties - 2025 4930-9374-3746 AGREEMENT TERMINATING SERVICES OF AMERICAN MEDICAL RESPONSE AMBULANCE SERVICE, INC. This Agreement Terminating Services of American Medical Response Ambulance Service, Inc. (“Agreement”) is dated December 15, 2025, and is entered into by and between American Medical Response Ambulance Services, Inc. (“AMR”) and The Regional Cooperative Care Partnership (“RCCP”), the City of El Cajon (“El Cajon”), the City of La Mesa (“La Mesa”), the City of Lemon Grove (“Lemon Grove”), the City of National City (“National City”), and the San Miguel Consolidated Fire Protection District, including the area formally known as the East County Fire District (“San Miguel”) (each individually a “Party” and collectively the “Parties”). The RCCP, El Cajon, Lemon Grove, National City, and San Miguel shall be collectively known as the “RCCP Parties”. RECITALS A. The RCCP was created by the Alpine Fire Protection District, a special district, the Bonita Sunnyside Fire Protection District, a special district, the City of La Mesa, a general law city and municipal corporation, the City of Lemon Grove, a general law city and municipal corporation, the City of Imperial Beach, a general law city and municipal corporation, the City of National City, a general law city and municipal corporation, and the San Miguel Consolidated Fire Protection District, a special district, pursuant to a Joint Exercise of Powers Agreement dated as of July 1, 2012 (“JPA Agreement”) for the purposes of, among other things, consolidating, sharing and funding pre-hospital emergency medical services. B. Pursuant to an Agreement for the Establishment of the Regional Cooperative Care Program entered July 1, 2008, (“Services Agreement”) AMR has provided certain services to the RCCP Parties. C. The Parties have reviewed their respective files but have been unable to locate any written agreement between the RCCP and AMR. The Parties have operated informally under the Services Agreement since July 1, 2008. D. The RCCP Parties unanimously agreed to amend and terminate the JPA Agreement and dissolve RCCP effective December 31, 2025. The RCCP Parties entered into the Agreement Amending And Terminating The Regional Cooperative Care Partnership Joint Exercise Of Powers Agreement And Dissolving the RCCP (“RCCP Termination Agreement”). AGREEMENT NOW, THEREFORE, for and in consideration of the mutual covenants and conditions hereinafter stated the Parties agree as follows: Section 1. Recitals. The Recitals above are true and correct and are hereby incorporated into the terms of this Agreement as though fully set forth herein. Docusign Envelope ID: 2A5EC26D-5715-4BFE-8885-6F3500DEEAB2 4930-9374-3746 Section 2. Termination of Services Agreement. The Parties hereby agree to terminate the Services Agreement effective as of December 31, 2025 (“Termination Date”). Notwithstanding the termination of the JPA Agreement, the Parties agree to comply with the terms and conditions set forth in this Agreement as set forth herein. Section 3. Distribution of Assets. AMR shall distribute assets as set forth below. a. Cash and Receivables. AMR currently has cash in RCCP funds (“Cash”) as set forth in “Attachment 1,” incorporated herein. Additionally, AMR has projected remaining receivables for the period through December 31, 2025, from patient user fees, El Cajon participation fees, and San Miguel participation fees as set forth in Attachment 1 (“Receivables”). The Receivables will be collected in 2026. b. Payments to RCCP Parties. On or before December 31, 2025, AMR shall disburse to the RCCP Parties: $596,371.68 (“Total Payment”). The Total Payment shall be allocated in the form of checks to each RCCP Member as follows: Distribution National City $298,185.84 La Mesa $90,439.77 Lemon Grove $28,118.92 El Cajon $63,483.38 San Miguel $116,143.38 Total Distribution $596,371.68 For clarity, AMR’s sole obligation with respect to Total Payment is to deliver and distribute these payments to the RCCP Parties identified in the table above. c. Property. To the extent that any items identified on the Property List incorporated herein as “Attachment 2” (the “Property”) are in AMR’s possession, AMR shall transfer to National City. All Property is transferred, and National City accepts such Property, “as- is” and “where-is” with all faults and without warranty or guarantee of any kind. National City assumes sole and complete responsibility for the Property upon transfer, all risk of defect and existing conditions, tort liability and compliance with any and all federal, state and local laws, regulations, rules, orders or ordinances relating to the condition and use of the Property, including Hazardous Materials Laws, for incidents and occurrences after the time of transfer. National City acknowledges that in taking the Property “as-is,” it does so with any and all latent and patent defects and that there is no warranty by AMR that the Property is fit for any particular purpose. National City further acknowledges that it is not relying upon any representation, statement or other assertion with respect to the condition of the Property, and that it has the opportunity to and is relying upon its own examination and investigation of the Property. National City waives any and all claims it may have against AMR and any Party that relates to the Property, except for claims that occurred prior to the transfer. d. Collection of Receivables. In consideration of AMR’s payments in Section 3.b. and other obligations herein, AMR shall be entitled to retain all Receivables. Docusign Envelope ID: 2A5EC26D-5715-4BFE-8885-6F3500DEEAB2 4930-9374-3746 e. Documents and Materials. The Parties each acknowledge that they have received copies of documents and other materials prepared by RCCP and its consultants, and that any records or personal property currently in the possession of the Parties related to the administration or work of the Authority shall remain in their respective possession and become their property upon termination. Section 4. Authorized Officer. RCCP’s legal counsel, Adriana Ochoa of Snell & Wilmer LLP, or its duly delegated representatives (each an “Authorized Officer”), is/are responsible for executing the closure related activities set forth herein and is/are hereby authorized and directed to take or cause to be taken all such other actions as may be required to fulfill the purposes of this Agreement. The Authorized Officer(s) shall take actions necessary to discharge and terminate RCCP’s remaining contractual or other obligations, including any contracts for services, by no later than the Termination Date. The Authorized Officer(s) shall take action to ensure that RCCP satisfies any and all of its remaining debts, liabilities and obligations by no later than the Termination Date. Section 5. Release. Except as otherwise provided in Section 7, below, the RCCP Parties jointly and severally hereby fully and finally release and discharge AMR its parent companies, subsidiaries, employees, agents, and officers (“AMR Released Parties”) from any and all claims, demands, liabilities, actions and causes of action of whatsoever kind or nature, whether known or which may become known, arising from the AMR Release Parties’ acts or omissions, and the RCCP Parties forever waive any and all right to pursue any further or future cause of action, litigation, or claim against any AMR Release Parties in relation to the Services Agreement or the services that AMR provided to the RCCP Parties. This release does not apply to any claims arising out of the Separate and Distinct Agreements (defined in Section 7, below). Section 6. Adequate Consideration. The Parties hereto irrevocably acknowledge and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Agreement. Section 7. Separate and Distinct Agreements. AMR and the RCCP Parties may have other agreements between them that are separate and distinct (“Separate and Distinct Agreements”) from the Services Agreement. Those Separate and Distinct Agreements including, any emergency medical services agreements, are not affected by this Agreement; except that no payments shall be made from AMR to any RCCP Party under those Separate and Distinct Agreements for amounts that would have otherwise funded the RCCP on or after January 1, 2026. AMR and the RCCP Parties shall continue to follow the terms and conditions of those Separate and Distinct Agreements including the rates charged and collected by AMR. Section 8. Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. Section 9. Integration. This Agreement represents the entirety of the Parties’ understanding relating to the subject of this Agreement, including written or verbal communications between the Parties, which shall have no relevance unless expressly incorporated herein. This is an integrated agreement. Section 10. Counterparts. This Amendment may be executed by the Parties in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. Docusign Envelope ID: 2A5EC26D-5715-4BFE-8885-6F3500DEEAB2 4930-9374-3746 IN WITNESS WHEREOF, the Parties hereto hereby memorialize their agreement to the terms set forth herein by executing this Agreement as of the date last set forth below. IT IS SO AGREED. [Signature Page and Exhibits follow] Docusign Envelope ID: 2A5EC26D-5715-4BFE-8885-6F3500DEEAB2 4930-9374-3746 AMERICAN MEDICAL RESPOSNE AMBULANCE SERVICE, INC. By:___________________________ Name:________________________ Title:_________________________ Date:_________________________ THE REGIONAL COOPERATIVE CARE PARTNERSHIP By:___________________________ Name:________________________ Title:_________________________ Date:_________________________ CITY OF EL CAJON By:___________________________ Name:________________________ Title:_________________________ Date:_________________________ CITY OF LA MESA By:___________________________ Name:________________________ Title:_________________________ Date:_________________________ CITY OF LEMON GROVE By:___________________________ Name:________________________ Title:_________________________ Date:_________________________ CITY OF NATIONAL CITY By:___________________________ Name:________________________ Title:_________________________ Date:_________________________ SAN MIGUEL CONSOLIDATED FIRE PROTECTION DISTRICT By:___________________________ Name:________________________ Title:_________________________ Date:_________________________ Docusign Envelope ID: 2A5EC26D-5715-4BFE-8885-6F3500DEEAB2 Acting City Manager Alejandro Hernandez 12/29/2025 12/23/2025 Andy Lawler Fire Chief Bent Koch Fire Chief 12/29/2025 Lydia Romero City Manager 12/23/2025 Sean Russell 12/29/2025 Region President 12/23/2025 Tobin Riley Deputy Chief Assistant City Manager Vincent DiMaggio 12/29/2025 4930-9374-3746 ATTACHMENT 1 FINANCIALS Docusign Envelope ID: 2A5EC26D-5715-4BFE-8885-6F3500DEEAB2 4930-9374-3746 ATTACHMENT 2 PROPERTY LIST Item Amount Ford Explorer 1 HP laptop 1 HP laptop 1 HP laptop 1 HP screens 4 HP screens 4 keyboard and mouse 1 Keyboard and mouse 2 Webcam 1 Webcam 1 Corner desk and unit 1 computer desk adjustable height 1 computer, screens, mouse & keyboard 1 misc. office equipment HP Printer 1 metal shelves 2 wooden shelves 1 mini cannon printer 1 Trophy 1 Box of meds 1 Box of IV meds 1 Compression SmartMan 1 Resuci Junior 1 computer keyboard 1 Versaflo respirator 2 external DVD/CD player 1 Radio 2 Training computer for Smartman 1 Baby Smartman and computer 1 Smartman legs 1 Rhythm generator 1 Zoll training pads 21 AED trainers 2 Orange trauma case 1 Airway box 1 IO arm 1 Docusign Envelope ID: 2A5EC26D-5715-4BFE-8885-6F3500DEEAB2