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HomeMy WebLinkAboutMed-Trans dba Hartson Medical Services - Basic and Advanced Life Support Services - 1987AGREEMENT BETWEEN THE CITY OF NATIONAL CITY AND HARTSON MEDICAL SERVICES FOR BASIC AND ADVANCED LIFE SUPPORT SERVICES This agreement is made effective as of October 1, 1987, by and between the City of National City, a municipal corporation, herein called "CITY", and Med-Trans, a California limited partnership, dba Hartson Medical Services, herein called "HARTSON". RECITALS A. Within the City of National City, there is a public health and safety need for effective and efficient basic and advanced life support emergency and non -emergency medical services. 1 B. Various studies and actual practical experience have clearly demonstrated that communities of the approximate size and population of National City are best assured of receiving the highest level of emergency and non -emergency medical transportation services at the lowest cost to the consumer if said services are delivered by a single, competent provider on an exclusive basis with the provider selected by CITY on the basis of a competitive process. C. On June 29, 1987, CITY issued a Request for Proposals, hereafter the "RFP". HARTSON was evaluated and does meet CITY'S requirements for basic life support and advanced life support services. NOW, THEREFORE, in consideration of the mutual promises herein contained and for other good and valuable consideration, receipt of which is hereby acknowledged, the parties agree as follows: 1. SERVICES HARTSON shall, without cost to CITY, perform the following services to the satisfaction of the CITY: 2 a. Provide emergency and non -emergency twenty-four hour, 365-day basic life support (BLS) and advanced life support (ALS) services to CITY, with a minimum of one (1) fully dedicated ALS Unit stationed within National City and such additional ALS and BLS Units as shall be required from time to time to meet response time requirements. CITY reserves the right to require that additional units be stationed within National City if response time requirements are not achieved. CITY further reserves the right to house the units in a mutually agreed upon National City fire station and/or CITY facility. Tidelands Fire Station - HARTSON may utilize CITY Fire station located at 2130 Tidelands Avenue (hereinafter referred to as the "facility") for the purpose of optimizing response times for medical emergencies. Said station may also be utilized by HARTSON for the following activities and no other activities shall be conducted without prior approval from CITY'S Fire Chief: 1) Housing for ambulance crews and supervisory staff. 2) Parking of ambulance units and support vehicles. 3) Storage of medical supplies and equipment normally used to restock ambulance units. 4) Restocking of ambulance units. 5) Educational activities including training of HARTSON'S personnel, public safety personnel, and citizens. Facility - HARTSON has examined and knows the condition of said facility, has received the same in good order and repair, and will maintain said facility to the same standard that the City maintains its other fire stations. HARTSON agrees that upon termination of this agreement, it will yield up said facility in a condition that meets said standard. HARTSON will maintain the facility to the specifications established by CITY'S Fire Chief. The Fire Chief reserves the right to inspect said facility as often as he may deem necessary. Any and all plans by HARTSON to remodel or structurally modify the facility in any way will require, in advance, the approval of the CITY'S Fire Chief. Payment for Maintenance and Utilities - HARTSON agrees to pay for all costs for utilities, routine maintenance, fire/liability insurance and for routine repair of non-structural portions of the facility should it deem such repairs necessary. Said repairs shall not exceed $3,000.00 in any one contract year. The CITY will invoice HARTSON monthly for said utility/related expenses and routine repair expenses, if made by CITY, with said invoice to be accompanied by substantiating documentation. HARTSON shall make payment directly to the City of National City City Treasurer within ten (10) days after receipt of invoice from the CITY'S Finance Department. Notice to Vacate Facility - Should CITY decide to operate City Fire services from the facility or for any other reason need to regain possession of the facility, CITY shall endeavor to provide HARTSON with a 90-day notice to vacate the facility. At the end of said 90-day period, HARTSON will give up said facility in good order and repair. b. Provide critical care transport, advanced and basic life support services. For the service area, HARTSON shall meet a maximum response time of 10 minutes for 90 percent of all life threatening emergency calls dispatched. If it is found that 90% of all life threatening emergency calls are not responded to in 10 minutes or less for any calendar month, HARTSON may be required, at the option of the Fire Chief, to redeploy units or add additional unit hours. Should HARTSON fail to redeploy or add unit hours as required, or otherwise comply with response time requirements, within two months of notice to redeploy or add unit hours, HARTSON shall be in breach of contract. Response time shall be calculated from the time that a dispatch is completed by HARTSON for the first dispatched ambulance until the time that the first ambulance arrives on the scene and notifies Dispatch. If Dispatch downgrades a Code 3 call, the above maximum response time shall not apply; however, HARTSON shall be responsible for responding to such a downgraded call as is required for a non -emergency call. HARTSON shall assume all non -emergency calls with a response time not exceeding 30 minutes for 90 percent of the calls. HARTSON will not be held responsible for response -time performance on any emergency call originating outside the City limits of National City or Lower Sweetwater Fire Protection District. Each month HARTSON shall document in writing, in a manner as mutually agreed to by HARTSON and CITY, each call dispatched, which was not responded to within the required response times. HARTSON shall make every reasonable effort to identify the cause of such extended response time and shall document efforts to eliminate repetitions of that cause of poor response -time performance, if requested by CITY'S Fire Chief. (Note: Time in the system is counted in seconds, not in whole minutes.) Response Time Exemptions - It is understood that "unusual circumstances" beyond HARTSON'S reasonable control can induce response times that exceed aforementioned standards. These "unusual circumstances" include only unusually severe weather conditions, disaster, or unusual periods of very high demand upon the system. Equipment failure, traffic accidents, or lack of a nearby ambulance shall not furnish grounds for release from general response time standards. If HARTSON feels that any run or group of runs should be exempt from response time standards due to "unusual circumstances beyond HARTSON'S reasonable control", HARTSON may request that these runs be excluded from response time performance calculations. If CITY'S Fire Chief concurs that the circumstances do fit the contract's exemption criteria, CITY shall allow such exemptions in calculating overall response time performance. Consequence for Failure to Meet Response Time Performance Criteria - When life threatening emergency calls dispatched (and not reduced in code) are not responded to within a maximum response time of 10 minutes, or when non -emergency calls are not responded to within a maximum response time of 30 minutes, the substandard runs shall be tallied and at the end of each 3 month and 12 month period, a report shall be generated to indicate the percentage of total runs out of contract compliance to time/performance standards. When HARTSON fails to respond to a life threatening emergency call with an ALS unit, and it is necessary to refer the call to a BLS ambulance, each call will be counted in the contract compliance statistics as 2 calls over the 10 minute criterion. If the percentage of the total response to life threatening calls is less than 88 percent within 10 minutes for two consecutive months, HARTSON will be in a material breach of contract. c. Provide first responder training to National City Fire Department personnel, in accordance with policies outlined by San Diego County's Department of Health, Division of Emergency Medical Services. This training shall be conducted during normal Fire Department shift training periods and should not require overtime call-backs of firefighters. The training site is to be within National City. It is agreed that as much as 48 hours of first responder training would be provided if requested by CITY each year during the term of the agreement. Additionally, National City Firefighters will be invited to attend in-house training courses HARTSON provides to its employees. These courses will be designed to teach pre - hospital providers about new technologies and procedures that apply to both basic and advanced life support. Should CITY decide to participate in an "Automatic Defibrillation Program" for first responders, HARTSON agrees to support such a program including assistance in training for first responders. d. Provide and participate in disaster preparedness training to and with CITY Personnel. This training shall be in accordance with San Diego County & City disaster plans and consist of two training sessions and participation in two exercises per year in order to insure effective coordination between HARTSON and National City employees during disaster 9 operations. HARTSON shall make a reasonable effort to provide a supervisory level liaison to CITY`S Emergency Operations Center, when it is activated, for the purpose of coordinating emergency medical operations for CITY. e. Provide basic life support standby and transport service for major alarm fires and other major incidents within National City and contract fire protection areas. This standby shall consist of establishing a "Rehab Operation" or a "Medical Operations Division" to provide basic medical assessment of citizens, firefighters and other public safety personnel and appropriate direction and control during emergency medical operations. These services shall be carried out at the direction of the incident commander. Provide basic life support standby services for Sweetwater High School home football games and City -sponsored civic events which require said services. These units may remain available for emergency response should they be needed. Standbys shall be limited to not more than 12 events in any contract year. Any additional standbys shall be charged at the discount rate as set forth in Exhibit "C". 10 f. Provide a community education program with specific objectives for each program area. Programs will be monitored and reported to CITY on a periodic basis. Educational programs will be conducted in a class room setting or through a public awareness campaign and will familiarize National City citizens with the following: 1) Infant/child injury prevention and rescue. 2) The EMS system in general and how to properly access 9-1- 1. 3) Junior Paramedic Program which teaches children about their responsibility in accessing 9-1-1. 4) Cardio pulmonary resuscitation. 5) The following areas of widespread health abuse and misunderstanding: - drinking while driving - the use of drugs (especially in the schools) - the use of automotive restraints - following vehicle code law - "Pull to the Right" 11 g• 6) Other programs and activities - EMS presentations for schools; service clubs, etc; EMS demonstrations; classes for other EMS personnel, hospital personnel and convalescent home employees; blood pressure clinics/screenings; career day activities; speakers bureau and press releases. Provide comprehensive EMS communications and dispatching services. This shall include: screening of requests for service to determine priority and response level and to select the closest available and appropriately staffed and equipped EMS unit; provision of notification of appropriate secondary resources to an EMS response; provision of a telephone "Hot Line" between HARTSON and the Fire Dispatch Center; and the installation of equipment to allow two-way radio communications between HARTSON ALS and BLS units and National City fire units. Dispatch time shall not exceed 60 seconds for 93 percent of calls dispatched. Dispatch time is defined as the time a verifiable address is received until the completion of the dispatch. 12 If the percentage of calls that do not comply with the 60 second dispatch requirement is less than 88 percent for more than two consecutive months, HARTSON shall be in a material breach of contract. All dispatch data shall be captured electronically on a "real- time" basis with a computer system capable of providing information to CITY in respect to address, times of dispatch, response, arrival and unit identifier. It shall be understood that National City first responders will respond to the following cases: - Chest pain - Difficulty breathing - Unconsciousness - Obstetrical emergency - Trauma - Post drowning or post electrocution - Overdose - Choking - Diabetes - Seizures 13 h. Participate in EMS system activities including development and operation of automatic and mutual aid agreements, disaster drills, paramedic ride-alongs, paramedic intern training, and continuing education programs. HARTSON also agrees to attend and participate in meetings called at reasonable frequencies (not to exceed six (6) meeting per quarter) by the Fire Chief for the purpose of planning and coordinating EMS services. i. Provide a complaint procedure as outlined herein: Whenever a complaint is received, regardless of whether from a health care agency, public safety agency, a patient, or the general public, an Incident Report Form shall be completed. The field supervisor shall conduct the initial investigation with emphasis placed on identification of potential system failures and deficiencies, recommendations for short and long range corrective actions, and the documentation of facts for future review and reference. Whenever possible, an immediate face-to-face response shall be made by a member of HARTSON'S management team. All documentation on complaints and criticisms shall be maintained for at least three (3) years and a copy forwarded to CITY'S Fire Chief within 30 days of 14 resolution or in a case where no resolution is reached the chief shall be notified of the pending complaint within a reasonable amount of time. j. Oxygen Storage CITY agrees to allow HARTSON to store cylinders containing medical oxygen in each of the CITY'S fire stations. In exchange for this consideration HARTSON agrees to allow CITY first responders to re -supply CITY oxygen cylinders from said cylinders. The storage system must meet with the approval of CITY'S Fire Chief and be maintained according to the Fire Chief's requirements. 2. SYSTEM REQUIREMENTS a. All BLS and ALS ambulance units must be equipped and staffed at all times to meet all state and county laws and regulations effecting service delivery. HARTSON shall operate and maintain all ambulances and equipment in a manner which will not endanger life or property, and in accordance with all existing and future federal, state, and local laws, ordinances, regulations, resolutions, policies, procedures, and protocols applicable to HARTSON'S performance pursuant to this Agreement. The system shall comply with CITY'S Ambulance Services Ordinance as codified in the CITY'S Municipal Code. 15 b. HARTSON agrees to employ paramedics and Emergency Medical Technicians who meet and/or exceed all state and county licensing and certification requirements. HARTSON will ensure that all emergency personnel meet all continuing education requirements specified by San Diego County. c. HARTSON shall notify CITY immediately whenever any condition exists which adversely effects delivery of satisfactory emergency medical services to CITY. 3. FEE SCHEDULES HARTSON is authorized to bill patients transported according to the fee structures attached as Exhibit A, B and C. Patient's billed shall be provided with varied payment options. HARTSON shall operate a billing and accounts receivable system that is humane, well documented, easy to audit, and which minimizes the effort required of patients to recover from third party sources for which they may be eligible. HARTSON shall be able to provide quarterly and annual computer reports as specified by CITY'S Fire Chief. 16 In addition HARTSON agrees to meet with a representative of Paradise Valley Hospital, before 10-1-87, and determine a cost for each consumable supply item. This cost to be rounded to the nearest dollar. This price shall be in effect for 6 months. Should the hospital increase the cost of said supplies, HARTSON will be allowed to make appropriate adjustments as described in the current fee schedule. HARTSON shall advise CITY'S Fire Chief within 10 days after taking such action. Allowable charges for patient billings as reflected in Exhibits "A", "B", and "C" shall be automatically adjusted on each anniversary date of this Agreement to be increased by an amount equal to 80% of the increase in the Medical Consumer Price Index for the San Diego area. Additionally, HARTSON shall be entitled to an automatic adjustment in the allowable fee schedules to offset uncontrollable increases in cost in excess of 6% of the amount budgeted by HARTSON in its proposal for any specific contract year for any of the following categories of expenses: - Vehicle physical damage insurance - Professional liability insurance - Workers' compensation insurance - General liability insurance - Gasoline, diesel, propane and oil - Group health insurance 17 - Long term disability - Tires - Salaries and wages - Supplies - drugs - Billing and collections - Interest The Fire Chief shall be notified prior to any automatic rate increases. 4. AFFIRMATIVE ACTION HARTSON shall comply with CITY'S affirmative action requirements, as of this date, and shall maintain an affirmative action plan on file with CITY during the term of this agreement. 18 5. INSURANCE HARTSON shall obtain and maintain at all times a policy of insurance by an insurance carrier acceptable to CITY against loss from public and automobile liability arising from any operation or activity of HARTSON, its agents or employees. CITY reserves the right to review coverage annually and negotiate a responsible and prudent level of coverage based on availability and cost of additional coverage and HARTSON'S risk management position to that date. A. General Liability: HARTSON shall obtain and maintain at all times an insurance policy from a carrier acceptable to the Fire Chief and City Attorney insuring against loss from any personal liability or property damage arising from any operation or activity of HARTSON, its agents or employees as provided for in the agreement. Minimum coverage shall be $1,000,000 Combined Single Limit Liability or the amount negotiated in subsequent amendments. The policy shall include comprehensive, premises -operations, products/completed operations hazard, contractual insurance, broad form property damage, independent contractors, personal injury malpractice and ambulance and ambulance attendants' errors and omissions coverage. 19 B. Excess Liability: HARTSON shall provide a form compatible with the primary policy. C. A copy of all policies of insurance shall be filed with CITY and shall name "THE CITY OF NATIONAL CITY" as an additional insured. Said policies shall specify that the policy may not be terminated, altered or cancelled without thirty (30) days' prior written notice to CITY by the insurance company. D. Workers' Compensation and Employer's Liability: HARTSON shall have in effect during the contract period Workers' Compensation and Employer's Liability full statutory coverage. The Workers' insurance providing Compensation Policy shall provide for a waiver of subrogation CITY for any injuries to Hartson's employees. E. Notice to CITY: shall immediately claims, accidents, litigation arising this Agreement. rights against Throughout the contract period, HARTSON notify CITY in writing of any and all and/or incidents which might give rise to out of HARTSON'S performance pursuant to F. Failure of HARTSON to obtain the required coverage or to inform CITY of changes shall constititute a make CITY whole circumstances. in coverage or status of coverage breach of contract and HARTSON shall on any liability created by such 20 An "occurrence" type insurance policy, rather than a "claims made" type policy is preferred. HARTSON, as an alternative to providing the City with a Comprehensive General Liability Policy, occurrence form, may take out and maintain a claims made form with the same limits as required by this Agreement. The retroactive date of such policy shall be prior to the date this Agreement is initially entered into by CITY and HARTSON. All renewals of this policy shall contain the retroactive date originally set in the initial policy. HARTSON also agrees that in the event its current insurance carrier, TriStar Insurance Company, or any subsequent carrier which provides HARTSON'S insurance coverage, offer occurrence type insurance in the future with a premium that is not cost prohibitive, HARTSON will obtain such coverage. 6. HOLD HARMLESS HARTSON shall indemnify, defend and hold harmless CITY and its officers, agents and employees from and against all claims, damages, losses and expenses, including attorney's fees and other costs of defense, arising out of or resulting from the performance by HARTSON of the services specified in this Agreement caused by any negligent act or omission of HARTSON, any subcontractor of HARTSON or anyone directly or indirectly employed by HARTSON or its subcontractors. 21 CITY shall indemnify, defend and hold harmless Hartson and its officers, agents and employees from and against all claims, damages, losses and expenses, including attorney's fees and other costs of defense, arising out of or resulting from the performance by CITY of its obligations specified in this Agreement caused by any negligent act or omission of CITY, any subcontractor of CITY, or anyone directly or indirectly employed by CITY or its subcontractors. 7. RELATIONSHIP OF PARTIES Both parties hereto in the performance of this Agreement will be acting in an independent capacity and not as agents, employees, partners or joint venturers with one another. HARTSON is not an employee of CITY and is not entitled to any of the rights, benefits, or privileges of CITY employees, including but not limited to medical, unemployment, or workers' compensation insurance. This Agreement contemplates the personal service of HARTSON and HARTSON'S employees or independent contractors, and it is recognized by the parties that a substantial inducement to CITY for entering into this Agreement was, and is, the professional reputation and competence of HARTSON. 22 Neither CITY nor its officers, agents or employees shall have any control over the conduct of HARTSON or any of HARTSON'S employees or independent contractors, except as herein set forth, and HARTSON expressly agrees not to represent that HARTSON, or any of HARTSON'S agents, servants, employees or independent contractors, are in any manner agents, servants or employees of CITY, it being understood that HARTSON, its agents, servants, employees and independent contractors are as to CITY wholly independent contractors and that HARTSON'S obligations to CITY are solely such as prescribed by this Agreement. 8. ASSIGNMENT Hartson shall not assign any portion of this agreement or the services to be rendered thereunder without the written consent first obtained from CITY, and any assignment made contrary to the provisions of this section shall serve to terminate this agreement at the option of City and shall not convey any rights to the assignee. 9. RIGHT TO REQUIRE PERFORMANCE The failure of CITY at any time to require performance by HARTSON of any provisions hereof, shall in no way effect the right of CITY thereafter to enforce same. Nor shall waiver by CITY of any breach of any of the provisions hereof be taken or held to be a waiver of any succeeding breach of such provision or as a waiver of any provision itself. 23 10. SEVERABILITY If any provision of this Agreement shall be declared to be illegal, void or unenforceable by a court of competent jurisdiction, such provisions shall be deemed severable, and the other provisions shall not be affected but shall remain in full force and effect. 11. AUDIT AND REPORTING PROCEDURES HARTSON agrees to allow City officials complete access to all operational and financial records and data (including computer generated reports) pertaining to the services provided pursuant to this Agreement. All records and documents regarding this service shall be available in San Diego for a period of not less than three (3) years. HARTSON further agrees to submit to CITY at the reasonable frequency as requested from time to time by CITY Fire Chief the following reports: a. Dispatch Data: County EMS Report Forms (ALS & BLS) b. Financial Report: Revenues billed and collected by payment source for calls originating within the City of National City, which includes a list of all transports. (Note: CITY reserves the right to conduct spot checks of patient billings). 24 c. Response Time Analysis Report: Which shows percentage of calls arrived within minute parameters and shows all late responses for all classifications. d. Exception Report: Which lists all response performance exceptions. e. Demand Analysis Report: Which is used to identify changing demand patterns. f. Presumptive Patient Codes Analysis Report: Which includes a list of all diagnostic categories and their totals as to incidents during the specified time frames. g. Collection Percentage Report: Which shows a breakdown of collection performance. h. Call Summary Profile Report: Which breaks down all calls for the month for reporting purposes and itemizes total responses, total transports, and level of emergency of all responses in the area for the month. This indicates percentage of "dry run" responses for the month by area. i. EMS Analysis Report: Which includes breakdown of all emergency responses for the month supplying information with regard to response, mode of transport, where the patient was taken with regard to medical condition, and amount of calls received in designated areas for the region. 25 12. NOTICES All notices to HARTSON shall be mailed to: Chief Executive Officer Hartson Medical Services 9573 Chesapeake Drive San Diego, CA 92123 A11 notices to CITY shall be mailed to: Fire Chief City of National City 333 East 16th Street National City, CA 92050 13. CONSIDERATION This shall be a no -cost agreement to CITY, except for additional services for which changes are allowed pursuant to the Request For Proposal. Consideration provided to HARTSON for the comprehensive services to be provided by HARTSON is that CITY shall grant to HARTSON the exclusive rights to provide emergency and non -emergency basic and advanced life support service within the City of National City. 26 14. TERM OF AGREEMENT AND RENEWAL PROVISIONS The Agreement shall commence at 12:01 a.m., October 1, 1987. The Agreement shall terminate at midnight, September 30, 1990, unless extended as provided for herein. Any decision regarding possible renewal of the Agreement or any extension thereof shall be made and communicated in writing to each party at least ten months prior to the scheduled termination date, so that if no extension is approved, a new bid process can be conducted on a schedule that will identify the new Provider • four months prior to that scheduled termination date. The purpose of this requirement is to allow reasonable time for both outgoing and incoming providers to plan and execute an orderly transition. This Agreement shall be extended two additional years, until September 30, 1992, if neither party notifies the other party in writing (not less than ten months prior to September 30, 1990) of the intent to terminate said Agreement on September 30, 1990. This process of contract extension shall apply to the other two (2) two—year extension options. The contract may be extended for a maximum of three extension periods of two years each, provided HARTSON has met the requirements of CITY and has earned the right to negotiate for renewal based on an examination of the following guidelines: 27 - HARTSON maintains a stable workforce with an annual turnover rate below 25 percent, excluding internal company promotions and/or transfers; - HARTSON has provided response time performance at a higher level than the Agreement requirements; - HARTSON has provided clinical performance significantly above the minimum requirements of the Agreement; - HARTSON has made diligent and demonstrable progress meeting equal opportunity program goals; toward - HARTSON has made diligent and demonstrable progress toward meeting community education program objectives; - HARTSON has initiated at its own expense, innovative programs to improve system performance. CITY reserves the right to take other factors into consideration, such as HARTSON'S responsiveness and cooperation in relationships with CITY, County Emergency Medical Services and the Base Hospitals. 28 15. BREACH OF CONTRACT a. General Provisions: 1) CITY shall have the right to terminate or cancel the agreement in the event that HARTSON defaults in the performance or fulfillment of any material covenant or condition pursuant to the Agreement and shall fail to correct such default within five (5) days following the service on it of a written notice by CITY specifying the default or defaults complained of and the date of intended termination of rights hereunder absent cure. 2) CITY shall have the right to immediately cancel or terminate, at its option and without further notice or demand, the Agreement and the rights of HARTSON and claimants by or through HARTSON in the event that HARTSON: 1) makes repeated material breaches in the performance of any covenant or condition herein; or 2) make a general assignment for the benefit of creditors; or 3) shall be adjudicated as bankrupt. 29 3) Any waiver, acceptance of services, or failure to require compliance as relates to the Agreement shall not be deemed to be a waiver of any other breach of, or change to the terms of, or operate to estop CITY from enforcing the provisions of the Agreement. A consent to one assignment by CITY shall not be deemed to waive the right to consent to any future assignments. b. Definitions of Breach and Provisions for Emergency Takeover: Conditions and circumstances which shall constitute a material breach of contract by HARTSON shall include but not be limited to the following: 1) Failure of HARTSON to operate the paramedic and non - emergency service system in a manner which enables CITY and HARTSON to remain in substantial compliance with the requirements of the applicable Federal and State laws, rules and regulations, and with the requirements of local rules and regulations. Minor infractors of such requirements shall not constitute a breach of the Agreement; 30 2) Willful falsification of information supplied by HARTSON during the proposal and contract development process; 3) Willful falsification of data supplied to CITY during the course of operations, including by way of example but not by way of exclusion, dispatch data, patient report data, response time data, financial data, or willful downgrading of calls triaged to enhance HARTSON'S apparent performance, or falsification of any other data required under the Agreement; 4) Failure to comply with or exceed the minimum employee wage/salary and benefit package as submitted by Hartson in the proposal; 5) Failure to maintain equipment in accordance with good maintenance practices; 6) Deliberate, excessive and unauthorized scaling down of operations to the detriment of performance during a "lame duck" period; 31 7) Willful attempts by HARTSON to intimidate or otherwise punish employees who desire to sign contingent employment agreements with competing Bidders during a subsequent bid cycle; 8) Chronic and persistent failure of HARTSON employees to conduct themselves in a professional and courteous manner, and to present a professional appearance, to the extent that the CITY`S reputation suffers; 9) Failure to comply with approved rate setting, billing and collection procedures; 10) Failure to respond to 88 percent of the life threatening calls with an ALS response within 10 minutes or less for two consecutive months; 11) Failure to respond to 88 percent of the non -emergency calls in 30 minutes or less for two consecutive months; 12) Failure to dispatch 88 percent of runs in 60 seconds or less for two consecutive months. 32 In the event CITY determines that a material breach has occurred, and if the nature of the breach is, in CITY'S opinion, in consultation with County EMS Medical Director or designee, such that public health and safety are endangered, and after HARTSON has been given written notice and reasonable opportunity to correct the deficiency, and fails to do so, the matter shall be presented to the City Council for review. If the City Council concurs that health and safety would be endangered by allowing HARTSON to continue its operations, HARTSON shall cooperate completely with CITY to locate an interim provider until such time as a proper RFP process can be conducted. HARTSON shall not be prohibited from disputing any such findings of material breach through litigation, provided, however, that such litigation shall not have the effect of delaying, in any way, the take over of another provider. Neither shall such dispute by HARTSON delay CITY'S access to the performance security provided for herein. 33 These provisions are specifically stipulated and agreed to by both parties as being reasonable and necessary to the protection of public health and safety, and any legal dispute concerning the finding that a breach has occurred shall be initiated and shall take place only after the takeover has been completed, and shall not under any circumstances delay the process of the takeover or CITY'S access to performance security funds as provided for herein. HARTSON'S cooperation with and full support of such takeover, as well as HARTSON'S immediate release of performance security funds to CITY shall not be construed as acceptance by HARTSON of the finding of material breach, and shall not in any way jeopardize HARTSON'S right to recovery should a court later find that the declaration of material breach was made in error. If CITY declares HARTSON to be in breach of the agreement on grounds other than performance deficiencies deemed to be dangerous to public health and safety, HARTSON may dispute CITY'S claim of breach without allowing takeover of operations by CITY prior to legal resolution of the dispute. 34 c. Liquidated Damages The parties agree that the unique nature of the services which are the subject of the contract requires that, in the event of default of a type that endangers public health and safety, CITY must restore services immediately, and HARTSON must assist in effecting the takeover of operations, even if HARTSON disagrees that the declared default has occurred or that the default was caused by HARTSON. In the context of such a takeover of HARTSON'S operations, it may be difficult to distinguish the costs of takeover, restoration of service, and the eventual recruitment of a new provider from normal costs of operations during the interim period between providers. Similarly, if takeover costs and interim operating costs are high, or if interim period revenues are low, it may be difficult to determine whether such effects were the result of HARTSON'S default versus the effects of faulty management by CITY during the takeover and during interim operations. Even if costs to CITY to implement takeover, restore services on an interim basis and award a new contract should exceed the amount of performance security, it is agreed that the amount of the performance security will provide complete and total settlement of damages. 35 This provision for liquidated damages shall only apply in the case of a declared default of a type which is determined by the County and the City Council to be dangerous to public health and safety. This provision for liquidated damages shall not preclude either party from seeking contribution or total or partial indemnity for damages claimed by third parties based on the negligent acts or omissions of the other party. d. Cost of Enforcement If either CITY or HARTSON institutes litigation against the other party to secure its rights pursuant to this contract, reasonable costs and attorney's fees shall be paid to the prevailing party by the unsuccessful party. 16. PERFORMANCE SECURITY HARTSON understands and agrees that, in the event of material breach by HARTSON, the nature of which may endanger public health and safety, CITY is required to ensure continuous and uninterrupted delivery of services, regardless of the nature or causes underlying the breach, and HARTSON is similarly obliged to assist CITY in the effort, even if Hartson disagrees with the determination of default. 36 HARTSON shall furnish performance security in an amount of $25,000 in the following form: A performance bond issued by a company, appropriately licensed and acceptable to CITY, provided that the language of such performance bond shall recognize and accept the requirement of immediate release of funds to CITY upon determination that HARTSON'S performance is dangerous to public health and safety, and recognizing that any legal dispute by HARTSON or the bonding company shall be initiated and resolved only after release of funds to CITY. 17. EXTENSION: CITY shall be entitled to order extension of service for a period of sixty (60) days after expiration of this Agreement by notifying HARTSON in writing at least thirty (30) days prior to expiration of this Agreement. CITY shall be entitled to order two (2) additional sixty (60) day periods of extension of service, for a maximum of 180 days of extension of service, providing that HARTSON is notified in writing at least thirty (30) days prior to the expiration of each period of extension and the parties agree on a reasonable interim compensation for said services. Service shall continue under the terms of this Agreement for the time specified in the notice, or notices, from CITY. 37 IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed the day and year first herein above set forth. THE CITY OF NATIONAL CITY HARTSON'S AMBULANCE SERVICE /AI e.ific4 George H. Waters hi1 R. Ayres Glen R. Roberts Mayor General Partner General Partner APPROVED AS TO FORM AND LEGALITY: CITY ATTORNEY 38 EXHIBIT "A" NATIONAL CITY RATES EFFECTIVE OCTOBER 1, 1987 Description ALS BLS CCT Base Rate Base Rate (Dry Run) Milage (Per Mile) Scene Commitment (after 15 minutes, in 1 hour increments) Emergency Response Unscheduled Run Night Charge (1900-0700) Oxygen Infant Incubator Obstetric Delivery Assist EKG Monitor Telecommunications Suction Service CPR Service Cardiac Defibrillation Mast Suit Service Bandaging Service Splinting Service Airway Service 295.00 295.00 8.50 40.00 * ** 00.00 40.00 40.00 00.00 100.00 * 00.00 135.00 135.00 8.50 30.00 295.00 295.00 8.50 50.00 40.00 ** 30.00 00.00 40.00 40.00 40.00 40.00 00.00 100.00 100.00 100.00 00.00 00.00 35.00 30.00 45.00 00.00 00.00 30.00 30.00 30.00 EXHIBIT "B" NATIONAL CITY RATES EFFECTIVE OCTOBER 1, 1987 PAGE TWO Description ALS BLS CCT Compressed Air 00.00 00.00 40.00 I.V. Infusion Pump 00.00 00.00 150.00 Additional Attendant 135.00 135.00 135.00 Nurse Waiting Time 00.00 00.00 1.50 (After first 15 minutes) Critical Care 00.00 00.00 135.00 Critical Care Service Charge 00.00 00.00 135.00 Extra Crew Assist 295.00 135.00 135.00 Border Crossing 00.00 200.00 200.00 Toll Bridge Charge 1.20 1.20 1.20 Consummable Supply Charges *** *** *** Included in Base Rate except for patients with medical. Included in Base Rate Cost plus 77%. Please see "Exceptions Taken" for determination of cost. �. HIBIT "C" ADDITIONAL SERVICES PROVISION NORMAL HOURLY RATE DISCOUNT PROPOSED HOURLY RATE ALS Paramedic Unit 4 Hour Minimum $90.00/hr. 33% $60.00/hr. BLS EMT Unit 4 Hour Minimum $75.00/hr. 33% $50.00/hr. RESOLUTION NO. 15,430 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT BETWEEN THE CITY OF NATIONAL CITY AND HARTSON MEDICAL SERVICES FOR BASIC AND ADVANCED LIFE SUPPORT SERVICES BE IT RESOLVED by the City Council of the City of National City that the Mayor is hereby authorized to execute an Agreement between the City of National City and Hartson Medical Services for Basic and Advanced Life Support Services. PASSED and ADOPrru this 22nd day of September, 1987. detreWaters, Mayor ATTEST: Ioru Campbell, C APPROVED AS TO FORM: Clerk Ate,- 2Ee George H. Eiser, III -City Attorney Passed and adopted by the Council of the City of National City, California, on 9-22-87 by the following vote, to -wit: Ayes: Councilmen Cooper, Dalla, Pruitt, VanDeventer, Waters Nays: Councilmen None Absent: Councilmen None Abstain: Councilmen None AUTHENTICATED BY: GEORGE H. WATERS By: Mayor of the City of National City, California City Clerk of the City of Nati6nal City, California Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and cor- rect copy of RESOLUTION NO..J.S.,43Q of the City of National City, Calif., passed and adopted by the Council of said City on ...9-22-7 (Seal) By: City Clerk of the City of National City, California Deputy