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Contracts & Agreements_165-2024
AGREEMENT BY AND BETWEEN CONSOLIDATED FIRE AGENCIES AND CITY OF REDLANDS This Agreement is made and entered into by and between the Consolidated Fire Agencies, a Joint Powers Authority, duly authorized and existing under Government Code, § 6500 at seq. (hereinafter referred to as "CONFIRE") and the City of Redlands (hereinafter referred to as "CITY"). CONFIRE and City may be referred to individually as Party, or collectively Parties. RECITALS WHEREAS, CONFIRE submitted a Proposal in response to RFP # ICEMA23-ICEMA-4811, Advanced Life Support and Basic Life Support Ground Ambulance Services, Interfacility and Critical Care Transport Services for Exclusive Operating Areas in San Bernardino ("Proposal"); and, --WHEREASj—CONFIRE's Proposal included a provision for certain Member and Contract Agencies to provide Advanced Life Support ("ALS") and Basic Life Support ("BLS") Ground Ambulance Services (collectively referred to as "Transport Services"; and, WHEREAS, CONFIRE wasselectedasthe successful bidderfor RFP# ICEMA23-ICEMA-4811 and entered into Contract Number-23-1282 with San Bernardino County, a copy of which is attached hereto as Attachment 1, and incorporated herein by this reference; and, WHEREAS, the City of Redlands Fire Department, a Member Agency of CONFIRE, committed to provide Surge Transport Services; and, WHEREAS, the Redlands Fire Department's commitment to provide Transport Services was included in CONFIRE's Proposal; and, WHEREAS, in the deliveryofthe requisite Transportation Services the Redlands Fire Department may operate and/or utilize apparatus that is owned by Priority, CONFIRE's partner for the delivery of services identified in Contract Number 23-1282 with San Bernardino County; and WHEREAS, the Parties desire to enter into this Agreement to memorialize the City of Redlands Fire Department's responsibilities when using and/or operating Priority Ambulance apparatus or equipment; and WHEREAS, while not a signatory to this Agreement, Priority is a third -party beneficiary; and WHEREAS, it is the intent of the parties hereto that in accordance with Contract Number 23-1282, Redlands Fire will provide the services herein described, subject to the terms and conditions contained herein and within Contract Number 23-1282, TERMS NOW, THEREFORE, in consideration of the above recitals and the mutual covenants hereinafter contained and for good and valuable consideration, the receipt of which is hereby acknowledged, the Parties agree as follows: Incorporation of Recitals. The recitals above are true and correct and are hereby incorporated into this Agreement by this reference. 2. SCOPE OF WORK: A. In the event that the Redlands Fire Department utilizes and/or operates Priority Ambulance Page 1 of 9 apparatus or equipment, the CITY agrees to the following terms and conditions: L Such Services shall be provided in accordance with the terms and conditions of Contract Number 12-1282. ii. The CITY represents and warrants to CONFIRE that it has the necessary infrastructure, resources, personnel, training, and licenses to provide the Services under this Agreement in accordance with all terms of this Agreement. 3. PAYMENT: CONFIRE shall compensate the CITY for the Services provided as set forth below: A. Unit Hour Cost for Redlands Fire personnel using a Priority apparatus and/or equipment will be reimbursed at a rate of One Hundred Fifty -Two Dollars and Eighty Cents ($152.80). B. Payment shall be made to the City of Redlands on a quarterly basis based upon invoices that are prepared from CAD data, reflective of the in-service hours for Redlands Fire. - C. -BONFIRE will review the reimbursement rates annually on or before March 1 of each year. 4. TERM OF AGREEMENT: A. Effective Date: This Agreement shall become effective on October 1, 2024, the date specified for services in Contract Number 23-1282. B. Term: This_ Agreement- shall remain in full force and effect from the Effective Date until September 30, 2029, unless terminated in accordance with the provisions herein. This Agreement may beextendedby an additional five (5) year term upon the extension of Contract Number 23-1282. 5. - - -MODIFICATIONS TO AGREEMENT: A review of the Agreementterms may be initiated at any time by either Parry upon written notice to the other. The parties agree to negotiate in good faith and deal fairly with respect to performance under this Agreement and any proposed modifications. This Agreement _may -be _modified _only in writing and with the approval of both the CITY and CONFIRE through each entity's governing body. 6, EMPLOYEE STATUS/WORKERS' COMPENSAT'ON: It is expressly understood that in the performance of the Services herein provided for, Redlands Fire shall be, and is, an independent contractor and is not an agent or employee of CONFIRE. The CITY has and shall retain the right to exercise full control and supervision of the Services and full control over the employment, direction, assignment, compensation, and discharge of all persons employed by Redlands Fire and assisting in the performance of Services hereunder. The CITY shall be solely responsible for all matters relating to the payment of itsemployees, including compliance with social security, workers' compensation, withholding, and all regulations governing such matters. 7. INDEMNIFICATION: A. The CITY agrees to indemnify, defend (with counsel reasonably approved by CONFIRE) and hold harmless CONFIRE and its authorized officers, employees, agents and volunteers from any and all claims, actions, losses, damages, and/or liability arising out of the performance of this Agreement by the CITY, and/or its officers, employees, agents, contractors or volunteers, including the acts, errors, or omissions of the CITY and for any costs or expenses incurred by CONFIRE on account of any claim except where such indemnification is prohibited by law. This indemnification provision shall apply regardless of the existence or degree of fault of indemnitees. The CITY's indemnification obligation shall not apply to CONFIRE's negligence or "willful" misconduct within the meaning of Civil Code Section 2782. Page 2of9 B. The CITY agrees to indemnify, defend (with counsel reasonably approved by Priority) and hold harmless Priority and its authorized officers, employees, agents and volunteers from any and all claims, actions, losses, damages, and/or liability arising out of the performance of the services set forth in this First Addendum by the CITY, and/or its officers, employees, agents, contractors or volunteers, including the acts, errors, or omissions of the CITY and for any costs or expenses Incurred by Priority on account of any claim except where such indemnification is prohibited by law. This indemnification provision shall apply regardless of the existence or degree of fault of indemnitees. The CITY's indemnification obligation shall not apply to Priority's negligence or "willful" misconduct within the meaning of Civil Code Section 2782. 8. INSURANCE REQUIREMENTS FOR PROFESSIONAL SERVICES The CITY is an authorized public entity for the purpose of General Liability, Automobile Liability, Worker's Compensation, Errors and Omissions, and Professional Liability policies. The CITY warrants that either through maintaining in force insurance policies, or through their respective programs of self- insurance, they have adequate coverage or resources to protect against liabilities and which may arise from or in connection with the performance of the work hereunder by the CITY, its agents, representatives, or employees as set forth below A. Minimum Scope and Limit of Insurance Coverage shall be at least as broad as: - 1 Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering - CGL on an "occurrence" basis, including products and completed operations, property - damage; bodily injury and personal & advertising injury with limits no less than $3,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or -the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 - (any auto), or if City has no owned autos, Code 8 (hired) and 9 (non -owned), with limit no less than $3,000,000 per accident for bodily injury and property damage. 3. Workers' Compensation insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. - 4. - Professional Liability (Errors and Omissions) Insurance appropriates to the City's profession, with limit no less than $3,000,000 per occurrence or claim, $3,000,000 aggregate. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. If coverage is canceled or non -renewed, and not replaced with another claims - made policy form with a Retroactive Date prior to the contract effective date, City must purchase "extended reporting" coverage for a minimum of five (5) years after completion of contract work. A copy of the claims reporting requirements must be submitted to the CONFIRE for review. If the CITY maintains broader coverage and/or higher limits than the minimums shown above, then CONFIRE requires and shall be entitled to the broader coverage and/or higher limits maintained by the CITY. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CONFIRE. B. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions: Page 3 of 9 The CONFIRE, its officers, officials, employees, and volunteers are to be covered as additional Insureds on the CGL policy with respect to liability arising out of work.or operations performed by or on behalf of the CITY including materials, parts, or equipment furnished in connection with such work or operations. 2. General liability coverage can be provided in the form of an endorsement to the CITY's Insurance at least as broad as one of the following ISO ongoing operations Forms: CG 2010 or CG 20 26 or CG 20 33 (not allowed from subcontractors), or CG 20 38; and one of the following ISO completed operations Forms: CG 20 37, CG 20 39 (not allowed from subcontractors), or CG 20 40. C. Primary Coverage For any claims related to this contract, the City's insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the CONFIRE, its officers, officials, employees; and volunteers. Any insurance or self-insurance maintained by the -CONFIRE, its officers, officials, employees, or volunteers shall be excess of the City's insurance and shall not contribute with it. D. Notice of Cancellation The City :shall provide immediate written notice if (1) any of the required insurance policies is terminated; (2) the limits of any of the required polices are reduced; (3) or the deductible or self- - — -_ --insured retention is increased. In the event of any cancellation or reduction in coverage or limits of any insurance, the Cit shall forthwith obtain and submit proof of substitute insurance. E. Waiver of Subrogation The City hereby grants to CONFIRE a waiver of any right to subrogation which any insurer of said City may acquire against the CONFIRE by virtue of the payment of any loss under such insurance. The City agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation; but this provision applies regardless of whether or not the CONFIRE has received a waiver of subrogation endorsement from the insurer. However, the Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of the CONFIRE for all work performed by the Contractor, its employees, agents and subcontractors. F, Self -Insured Retentions Self -insured retentions must be declared to and approved by the CONFIRE. The CONFRE may require the City to provide proof of ability to pay losses and related investigations, claim - administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or CONFIRE. G. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Bests rating of no less than A:VII, unless otherwise acceptable to the CONFIRE. H. Verification of Coverage The City shall furnish the CONFIRE with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to CONFIRE before work begins. However, failure to obtain the Page 4 of 9 required documents prior to the work beginning shall not waive the City's obligation to provide them. The CONFIRE reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Subcontractors The City shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that CONFIRE is an additional insured on insurance required from subcontractors. J. Special Risks or Circumstances CONFIRE reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. 9. CITY OF REDLANDS RECORDS: The Redlands Fire- Department shall maintain all records and books pertaining to the delivery of -= Services under this Contract and demonstrate accountability for Agreement performance as set forth in Contract Number 23-1282. All records shall -be -complete and current and comply with all Agreement requirements. Such records include but are not limited to patient care reports. Failure to maintain acceptable records shall be considered grounds for withholding of payments for invoices submitted and/or termination of the Agreement. All records relating to Redlands Fire personnel, consultants, subcontractors, Services/Scope of Work, and expenses pertaining to this Agreement shall be kept in a generally acceptable accounting format, Records should include primary source documents. Fiscal records shall be kept in accordance with Generally Accepted Accounting Principles and must account for all funds, tangible assets, revenue, and expenditures. Fiscal records must comply with the appropriate Office - of -Management and Budget (OMB) Circulars, which state the administrative requirements, cost principles, and other standards for accountancy. CONFIRE, State and Federal government shall have absolute right to review and audit all records, books, papers, documents, corporate minutes, and other pertinent items as requested, and shall have absolute right to monitorthe performance of Redlands Fire in the delivery of Services provided under this Contract. The City shall cooperate fully in any auditing or monitoring conducted. City shall cooperate with CONFIRE in implementing, monitoring, and evaluating this Contract and comply with any and all reporting requirements established by CONFIRE. City shall not disclose any protected health information or any other record or information protected by state and/or federal law to CONFIRE, State, and Federal government under this section of the Agreement. All records pertaining to Services delivered and all fiscal, statistical, and management books and records shall be available for examination and audit by CONFIRE representatives for a period of three years after final payment under this Contract or until all pending CONFIRE, State, and Federal audits are completed, whichever is later. 10. WAIVER: No waiver of a breach of any provision of this Agreement will constitute a waiver of any other breach or of such provision. Failure of either Party to enforce at any time, or from time to time, any provision of this agreement will not be construed as a waiver thereof. The remedies herein reserved will be cumulative and additional to any other remedies in law or equity. 11. PARTIAL INVALIDITY: Should any part, term, portion, or provision of this Agreement be finally decided to be in conflict with any law of the United States or the State of California or otherwise be Page 5 of 9 unenforceable or ineffectual, the validity of the remaining parts, terms, portions, or provisions will be deemed severable and will not be affected thereby, provided such remaining portions or provisions can be construed in substance to constitute the agreement which the parties intended to enter Into in the first instance. 12. O1 TILES: All notices required or permitted to be given pursuant to this Agreement may be personally served on the other party by the party giving such notice or may be served by certified mail, return receipt requested, to the following addresses: Redlands Consolidated Fire Agencies Fire Department Joint Powers Authority Attn: Rich Sessler Attn: Nathan Cooke 35 Cajon St Suite 12 1743 Miro Way Redlands, CA 92373 Rialto, CA 92376 13. APPLICABLE LAW; At all times during the term of this Agreement, CONFIRE and the City shall comply with all applicable laws, ordinances, rules, and regulations of the United States of America, the State of California, including all agencies and subdivisions thereof, and the Inland Counties Emergency Medical Agency. 14. VENUE: The -venue -of any action or claim brought by any party to the Agreement will be the Superior Court of San Bernardino County. Each party hereby waives any law or rule of the court that would allow them to request or demand a change of venue. If any action or claim concerning -- -- the Agreement isbroughtby any third party and filed in another venue, the parties hereto agree to use their best efforts to obtain a change of venue to San Bernardino County. 15. _-ATTORNEYS'_FEES AND COSTS; If any legal action is instituted to enforce any party's rights hereunder, each party shall bear its own costs and attorney fees, regardless of who the prevailing - party is. This paragraph shall not apply to those costs and attorney fees directly arising from a third - party legal action against a party hereto and payable under Indemnification and Insurance Requirements. 16. ==- CONTRACT- ASSIGNABILITY; Without the prior written consent of CONFIRE the City may not assign or subcontract its obligations under this Agreement either in whole or in part. 17. CONFIDENTIALITY: Pursuant to the Health Insurance Portability and Accountability Act of 1996 (HIPAK) and the Health Information Technology for Economic and Clinical Health ("HITECH") Act, regulations have been promulgated governing the privacy of individually identifiable health information. CITY acknowledges that it is a covered entityandsubject to the requirements of HIPAA and HITECH, and their implementing regulations. CITY agrees to comply fully with the terms of HIPAA and HITECH and the regulations promulgated thereunderand to ensure any subcontractors utilized tofulfill Services pursuant to this Contract comply with said provisions. CITY further agrees to comply with the requirements of all other applicable federal and state laws/regulations that pertain to the protection of health information. 18. RELEASE OF INFORM6JION: No news releases, advertisements, public announcements, or photographs arising out of the Agreement or CITY's relationship with CONFIRE may be made or used without prior written approval of CONFIRE. 19. TIME OF THE ESSENCE: Time is of the essence in the performance of this Agreement and of each of its provisions. 20. CORRECTION OF PERFORMANCE DEFICIENCIES: A. Failure by CITY to comply with any of the provisions, covenants, requirements, or conditions of this Contract shall be a material breach of this Agreement. Page 6 of 9 In the event of a non -cured breach, CONFIRE may, at its sole discretion and in addition to any other remedies available at law, in equity, or otherwise specified in this Agreement: A. Afford CITY thereafter a time period within which to cure the breach, which period shall be established at the sole discretion of CONFIRE; and/or B. Terminate this Agreement immediately and be relieved of the payment of any consideration to CITY. In the event of such termination, CONFIRE may proceed with the work in any manner deemed proper by CONFIRE. The cost to CONFIRE shall be deducted from any sum due to CITY under this Agreement, and the balance, if any, shall be paid by CITY upon demand. 21, LEGALITY AND SEVERABILITY; The parties' actions under the Contract shall comply with all applicable laws, rules, regulations, court orders, and governmental agency orders. The provisions of this Contract are specifically made severable. If a provision of the Contract is terminated or held to be invalid; illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall remain in full effect. 22. EMPLOYMENT DISCRIMINATION: During the term of the Contract, CITY shall not discriminate against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex; gender, gender identity, gender expression, sexual orientation, age, or military and veteran status. CITY shall comply with Executive Orders 11246, 11375, 11625, 12138, 12432, 12250, 13672, Title VI and Title VI l of the Civil Rights Act of 1964, the California Fair Employment and Housing Act, and other applicable Federal, State, and County laws and regulations and policies relating to equal employment and contracting opportunities, including laws and regulations hereafter enacted. 23. - DEBARMENT AND SUSPENSION: CITY certifies that neither it nor its principals or employees are presently disbarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any federal department or agency. (See the following United- States General Services Administrations System for Award Management website: https://www,sam.gov).. CITY further certifies that if it or any of its subcontractors are business entities -that must be registered with the California Secretary of State, they are registered and in good standing with the Secretary of State. 24. ENTIRE AGREEMENT; This Agreement, including all Exhibits and other attachments, which are attached hereto and incorporated by reference, and other documents incorporated herein, represents the final, complete, and exclusive agreement between the parties hereto. Any prior agreement, promises, negotiations, or representations relating to the subject matter of this Agreement not expressly set forth herein are of no force or effect. This Agreement is executed without reliance upon any promise, warranty, or representation by any party or any representative of any party other than those expressly contained herein. Each party has carefully read this Agreement and signs the same of its own free will. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute one and the same Agreement. The parties shall be entitled to sign and transmit an electronic signature of this Agreement (whether by facsimile, PDF or other email transmission), which signature shall be binding on the party whose name is contained therein. Each Party providing an electronic signature agrees to promptly execute and deliver to the other party an original signed Agreement upon request. 25. MISCELLANEOUS: CITY shall ensure all personnel providing Services under this Agreementh3e all required licenses and certifications required by the State of California and the Inland Counties Emergency Medical Agency, and as specifically set forth in Contract Number 23-1282. Page 7 of 9 2E. DISPUTES: In the event of a dispute, the parties shall use their best efforts to settle the dispute through negotiation with each ether in good faith. IN WITNESS WHEREOF, CITY OF REDLANDS, and CONFIRE have caused this Agreementto be executed by their authorized agents. CONSOLIDATED FIRE AGENCIES Date: �p,^ 2024 By: Print Na Nathan Cooke Its: Interim Director CITY OF REDLANDS Date: Septe 024 By: Print Name: Eddie Tejeda Its: Mayor ATTEST: JeaE!allonaldson, City Clerk Page 8 of 9 Attachment 1 Agreement for Transport Services Page 9of9 ATTACHMENT 1 ATTACHMENT 1 THE INFORMATION IN THIS BOX IS NOT A PART OF THE CONTRACT AND IS FOR COUNTY USE ONLY Contract Number 2- 6-YAAli, nn._; County Administrative Office Department Contract Representative Telephone Number Contractor Contractor Representative Telephone Number Contract Term Original Contract Amount Amendment Amount Total Contract Amount Cost Center Daniel Munoz (909) 388-5807 Consolidated Fire Agencies CONFIRE Nathan Cooke _(909) 356-2377 October 1, 2024 through September 30, 2029 Not applicable Not applicable Briefly describe the general nature of the contract: Contract to provide ground ambulance services, including Advanced Life Support, Basic Life Support, Critical Care Transport, and Interfacility Transport services to 11 designated Exclusive Operating Areas (EOAs). This includes EOAs: 1, 2, 3, 4, 5b, 6, 7, 8, 9, 11, 92a, also known as the Comprehensive Service area. Non -Standard Contract Coversheet Revised 516120 ERNARDINO LINTY Advanced Life Support and Basic Life Support Ground Ambulance Services, Interfacility and Critical Care - -Transport- Services for Exclusive operating Areas in San Bernardino County Consolidated Fire Agencies (CONFIRE) and San Bernardino County December 2023 PAGE 1 This Page Intentionally Left Blank PAGE 2 TABLE OF CONTENTS TABLE OF CONTENTS....... 3 PREAMBLE................................................................................................................................................................7 SECTION I -ADMINISTRATION OF THE AGREEMENT AND TERMS .............................................. I........ I..................... 9 1.1 AGREEMENTADMINISTRATION.....................................................................................................................9 1.2 AGREEMENTTERM.........................................................................................................................................9 1.3 CREATION OF THE AGREEMENT......................................................................................................................9 1.4 CONDITIONS FOR EXTENSION OF THE AGREEMENT.....................................................................................10 1.5 INDEPENDENT CONTRACTOR.......................................................................................................................10 1.6 ASSIGNMENTS OR SUBCONTRACTING..........................................................................................................10 1.7 SPECIFIC PERFORMANCE_ ........................................................................................................................... 11 - SECTION II . NOTICES.............................................................................................................................................. 12 2.1_ AGREEMENT COMMUNICATION ................................ .............. I........................................................................ 12 ---, ._ ----„- 2,2__CHANGE: OF CONTACT -INFORMATION .............................. ........ ......... ............................. .................. ........... 13 -----_._ SECTION .III -ROLES AND RESPONSIBILITIES........................................................................................................... 14 ----__.3.1---.SERVICES .TO BE PERFORMED BY CONTRACTOR...........................................................................................14 -- - - __MEDICALCONTROL......................................................................................................................................... 16 3.3 _=.LEVELMANDATE...........................................................................................................................................16 -... 3.4 _.STAND-BY SERVICES......................................................................................................................................16 3.5._.MUTUALAID..................................................................................................................................................17 -.-_._. -'--- ___3.6-- _DISASTER PREPAREDNESS AND RESPONSE ...................................................................................................17 -..._.33 AIR AMBULANCE SERVICE.............................................................................................................................19 - _.__.3.8.---_.RESPONSE_AND _TRANSPORT .EXCEPTIONS AND LIMITATIONS......................................................................19 SECTION IV- _DEPLOYMENT 4.1 AMBULANCE DEPLOYMENT REQUIREMENTS...............................................................................................21 - -. SECTION V - OPERATIONS...................................................................................................................................... 22 --- - -5.1-- -- EMERGENCYRESPONSEZONESANDRESPONSETIMEMANAGMENT..........................................................22 5.2- INTERFACILTY TRANSPORT (IFT) AND CRITICAL CARE TRANSPORT (CCT) .................................................23 _ 5.3._... CALCULATION OFRESPONSE TIME ...............................................................................................................24 _.. ._... 5.4 CALCULATION OF. RESPONSE TIME- CHANGES IN CALL PRIORITY .... ............................................................ 24 _... 5.5 __RESPONSE. TIME CORRECTION EXCEPTION...................................................................................................25 - _-----------5.6 RESPONSE TIME ........................................................................................................................25 5.7__„RESPONSETIME. REPORTING REQUIREMENTS ...........................................................................................27 5.8 LIQUIDATED DAMAGES.................................................................................................................................27 5.9 ADDITIONAL LIQUIDATED DAMAGES............................................................................................................28 5A0 PAYMENT AND USE OF LIQUIDATED DAMAGE FUNDS.................................................................................28 5.11 PHASE -IN PERIOD.......................................................................................................................................... 29 _5.12 VEHICLES .................... .................. ...................................................... .......... .................. :............................... 29 5.13 VEHICLE SPECIFICATIONS..............................................................................................................................29 5.14 VEHICLE MAINTENANCE PROGRAM.............................................................................................................31 5.15 VEHICLE SAFETY PROGRAM........................................................................................................................ 1.32 5.16 MEDICALSUPPLIES AND EQUIPMENT....................... ............... ................................. ................................... 132 5.17 COMMUNICATION EQUIPMENT...................................................................................................................32 5.18 ICEMA DESIGNATED EMERGENCY MEDICAL DISPATCH CENTER...................................................................33 PAGE 3 5.19 CONTRACTOR EMS DISPATCH CENTER.........................................................................................................34 SECTIONVI - PERSONNEL....................................................................................................................................... 35 6.1 WORKFORCEAND DIVERSITYAND INCLUSION .............................................................................................35 6.2 KEY PERSONNEL ........ :.................... ......... ............ ......................................... ................................................. 35 6.3 CHANGES IN PERSONS ACTINGAS KEY PERSONNEL .....................................................................................38 6.4 OTHER MANDATORY LEADERSHIP PERSONNEL............................................................................................38 6.5 PERSONNEL LICENSURE AND CERTIFICATION ...............................................................................................39 6.6 TRAININGAND CONTINUING EDUCATION ....................................................................................................40 6.7 AMBULANCEWORK SCHEDULES ANDWORKING CONDITIONS ....................................................................42 6.8 CREWSTATIONS AND SUB -STATIONS ...........................................................................................................42 6.9 COMPENSATION AND BENEFITS...................................................................................................................43 6.10 CO M M U N ICABLE D 15 EASES, E M P LOYEE SAF ETY, W ELLN ESS AN D P R EVE NTI 0 N ..........................................43 6.11 PROFESSIONAL CONDUCT., ................................ .......................................................... .............................. 44 SECTLONVII.-CLINICAL PERFORMANCE STANDARDS .............................................................................................45 7.1. ICEMA MEDICAL OVERSIGHT ........................................................................................................................45 7.2 _.PROTOCOLS, POLICIES, ANDPROCEDURES ...............................................................................................45 _-----. ..-__---_Z3--- CLINICAL QUALITY .IMPROVEMENT...............................................................................................................45 7.4_ QUALITY PERFORMANCE..............................................................................................................................46 --------------_. 7.5--- QUALITY: PROCESSES AND PRACTICES..........................................................................................................47 7.6 -- ICEMAEMSCLINICALPERFORMANCEMEASURES........................................................................................47 7.7 MEASUREMENT OF CLINICAL PERFORMANCE STANDARDS.......................................................I............47 - 7.8 CLINICAL PERFORMANCE STANDARD LIQUIDATED DAMAGES.....................................................................48 _...___.._ SECTION .VIII- DATA .AND .REPORTING ......................................................................................................I.............50 _$,I____FIRSTWAT_CHSYSTEM _REQUIREMENTS ....................................................... -_- 8.2 DATA AND REPORTING RESPONSIBILITY ..................... .... I............................ 8.3 PERFORMANCE DATA AND REPORTING...................................................... _. 8.4- ELECTRONICPATIENTCAREREPORTING........................ I ..... ....... I ......... I...... 8.5 RECORDS AND REQUIRED REPORTS ............. ..................................... I.......... _8,6--- COMMUNITY REPORT.................................................................................. 8.7----- CUSTOMER FEEDBACK SURVEYS .................................................................. 8.8 ._. OTHERREPORTS ............................ ........................ ........ I ... I.,..... I .............. _ SECTION IX - SUB-CONTRACTNG............................................... 9.1_ _-SUB-CONTRACTING RESTRICTIONS ............................... SECTION.X -ADMINISTRATIVE REQUIREMENTS 10.1 10.2 10.3 10.4 10.5 10.6 10.7 10.8 10.9 10.10 10.11 10.12 ........I ............................. 50 ..................................... 50 I ........ I., .......................... 50 ........... I .................. I .... ... 50 ................................. I.... 51 ...................................... 52 ...................................... 52 ..................................... 53 ................................ 54 .............................................................. 54 REGULATORY AND POLICY REQUIREMENTS........................................................... I .......... I COMMISSION ON ACCREDITATION OFAMBULANCE SERVICES ......................... ..... I__...... NEW EMPLOYEE AND COMPANY ORIENTATION .................. ............................... ..... I.......... EMSORIENTATION............................................................................................I...I...........I -HEALTH ANDSAFETY/INIURYAND ILLNESS ................ I'll ..... .................. I.... I....................... EVOLVING OSHA AND OTHER REGULATORY REQUIREMENTS.. . ........................................ SUPPORTOF LOCAL EMSTRAINING ACTIVITIES .................................. .... .... ........ I .... I ......... . SPECIAL TEAMS AND EVENTS .................... ........... .......... ......................... -.......................... PARTICIPATION IN EMS SYSTEM DEVELOPMENT..........................................................I..... COMMUNITYPARAMEDICINE.............................................. ........... ................. I................. .....I .................. 55 .......................... 55 .......................... 55 .......................... 55 1.............. I.......... 56 .......................... 56 COMMUNITY EDUCATION............................................................................... ENVIRONMENTAL REQUIREMENTS................................................................................................ PAGE 4 10.13 RECYCLING...................................................................................................................................................60 10.14 CONFORMITYWITHLAWSANDSAFETY.......................................................................................................60 10.15 EQUAL EMPLOYMENT OPPORTUNITY PRACTICES PROVISIONS...................................................................61 10.16 DRUG AND ALCOHOL FREE WORKPLACE......................................................................................................61 10.17 TIMEOFESSENCE.........................................................................................................................................62 10.18 ACCIDENTS...................................................................................................................................................62 10.19 WORKERS'COMPENSATION.........................................................................................................................62 10.20 FORCE MAJEURE...........................................................................................................................................62 SECTION XI - FISCAL REQUIREMENTS..................................................................................................................... 63 11.1 PRICING,BILLING, AND COLLECTIONS..........................................................................................................63 11.2 DEDICATED STANDBY...................................................................................................................................63 11.3 MEDICARE AND MEDI-CAL............................................................................................................................63 11.4 AMBULANCE TRANSPORT RATE ADJUSTMENTS...........................................................................................63 __..----_11.5_ BILLING AND COLLECTION SERVICES .............................................................................................................63 _.. 11.6 ...COM PASS 10NATE CARE FROG RAM.................................................................................... ........-...64 11.7 -._ACCOUNTING.AND.PAYMENTSTOTHEICEMA ...........................................................................................64 11.8 ---TAXES .......,. .........._.............................................................................................................65 __-SECTION HII- GENERAL _AGREEMENT REQUIREMENTS ...........................................................................................66 '--- -------...... .... 12__.1__TRAINI.NEDOCUMENTATI.ONRETENTION ........... ............ :............................................................................ 66 12.2_..AUDITSANDINSPECTIONS .........................................................................................................................66 12.3 - ANNUAL .PERFORMANCE .EVALUATION .....................................................................................................66 12.4_.. CONTINUOUS SERVICE DELIVERY.-.... ............................................................................. ............................... 67 12.5 DISPUTE RESOLUTION...................................................................................................................................67 12.6.... LAME DUCK PROVISIONS ..........................................................................................................................67 _ - --- - _ 12.7 FEDERAL HEALTHCARE PROGRAM COMPLIANCE PROVISIONS.....................................................................68 -- 12.8 MEDICARE COMPLIANCE PROGRAM REQUIREMENTS.................................................................................68 - - 12.9 -.-:HEALTH_ INSURANCE PORTABILITY AND ACCOUNTABILITY ACT (HIPAA) CONFIDENTIALITY .........................68 - 12.10_.._. PERMITS .AND LICENSES ............................................................................................................................69 _ 12.11 COMPLIANCE WITH LAWS AND REGULATIONS ........................................................................................69 -.12.12 RETENTION. OF RECORDS........................................................................................................................... 69 ------ -.. - 12,13 PRODUCT ENDORSEMENT/ADVERTISING... ............................................................................................. 69 12.14 OBSERVATION AND INSPECTIONS....__.....................................................................................I.............70 12.15..- OMNIBUS PROVISION ................................. ..... .................. ....................................................................... 70 12.16-... RIGHTS AND REMEDIES NOTWAIVED...................................................................................................70 -.-. __.. 12.17__..CONSENTTO JURISDICTION ............................................................................................................70 12.18 .. -_END-TERM PROVISIONS...........................................................................................................................71 12.19_. _-_ATTORN EY'S FEES AN D COSTS.................................................................................................................. 71 - --- -.._---_..12.20. INDEPENDENT CONTRACTOR...................................................................................................................71 12.21 INDEMNIFICATION...................................................................................................................................71 - _... _ 12.22 INSURANCE...............................................................................................................................................72 - - 12.23. - PERFORMANCE SECURITY..................................................................................:.......:......:........:....:..:.:...72 - _12.24 CONFLICTS OF INTEREST...........................................................................................................................72 12.25 DEBARMENTAND SUSPENSION............................................................................................................... 72 12.26 OWNERSHIP OF DOCUMENTS..................................................................................................................73 12.27 MODIFICATION AND AMENDMENT..........................................................................................................73 12.28 SEVERABILITY.............................................. .............. :...... ........................................................................ 73 12.29 ASSIGNMENT............................................................................................................................................73 12.30 THIRD PARTY BENEFICIARI ES ....................................................................................................................74 PAGE 5 12.31 ELECTRONIC SIGNATURES............................................................................................................................ 74 SECTION XIII -BREACH AND PROVISIONS FOR TERMINATION............................................................................... 75 13.1 MATERIAL BREACH AND PROVISIONS FOR TERM NATION OFTHIS AGREEMENT .........................................75 13.2 DEFINITIONS OF BREACH..............................................................................................................................75 13.3 COUNTY'S REMEDIES....................................................................................................................................76 13.4 PROVISIONS FOR CURING MATERIAL BREACH. ......... ................................................ .................................. 76 13.5 NO WAIVER...................................................................................................................................................77 13.6 TERMINATION..............................................................................................................................................77 13.7 EMERG ENCYTAKEOVER ...............................................................................................................................78 SIGNATUREPAGE................................................................................................................................................... BD EXHIBIT1- DEFINITIONS........................................................................................................................................ 81 EXHIBIT 2 - CONTRACTOR'S RATE. STRUCTURE ......... ...... ... ....... ................................................. I ..................... ,...... 88 - -_- -- EXHIBIT 3--SANBERNARDINOCOUNTY RESPONSE ZONE MAPS .......................... .....89 -__- -EXHIBIT 4- MINIMUM INSURANCE REQUIREMENTS.............................................................................................. 96 - EXHIBIT S-RESPONSE TIME & LIQUIDATED DAMAGES ...............................................................I..........................99 FXHIBIT:6 -_CLINICAL PERFORMANCE. MEASURES.........................................................................I........................101 _.EXHIBIT7=EMERGENCY TAKEOVER LEASE AGREEMENT.......................................................................................1.06 ATTACHMENT A --REQUEST FOR PROPOSAL ..........................................................................................................111 ATTACHMENT B.- SUBMITTED PROPOSAL.............................................................................................................112 PAGE 6 Agreement with CONFIRE For Advanced Life Support and Basic Life Support Ground Ambulance Services, Interfacility and Critical Care Transport Services for Exclusive Operating Areas in San Bernardino County This Agreement ("Agreement"), entered into this day of, 2023, by and between SAN BERNARDINO COUNTY, a political subdivision of the State of California, hereinafter called "County" and CON FIRE, hereinafter called "Contractor'. WITNESSETH: IT IS HEREBY AGREED AS FOLLOWS: WHEREAS, San Bernardino County (County) desires to contract for ground ambulance services, mterfacility_ and .critical care transport (Services) for designated Exclusive Operating Areas - (Comprehensive -Service Area) as described in Section 3.1 and as provided for in Section 1797.224 of the California Health and Safety Code; and WHEREAS, the County has designated the Inland Counties Emergency Medical Agency (ICEMA) as -its Local Emergency Medical Services Agency (LEMSA) and has determined that requests for -emergency ambulance service shall be met through an integrated system of paramedic equipped and staffed ambulances and paramedic equipped and staffed first response vehicles; and WHEREAS,Division 2.5 of the Health and Safety Code Sections 1797.224 and 1797.85 allows the LEMSAto create Exclusive Operating Areas (EOA) for emergency ambulance service and foradvanced --life support and contract with an ambulance provider through a competitive process for the provision of such services as more specifically hereinafter set forth; and --- WHEREAS, -the County conducted a competitive process in accordance with State law and County policy to find a Contractor to provide these services, and WHEREAS, CONFIRE submitted a proposal in response to a competitive process which included the - services of a subcontractor ambulance provider and such subcontractor services are a necessary part of this agreement, and - --WHEREAS, a County -Proposal Review Committee comprised of experts in healthcare services recommends CONFIRE as a qualified proposer; and WHEREAS, on June 5, 2023, County issued a Notice of Intent to Negotiate for the Comprehensive Service Area with Contractor based on the Contractor's submitted proposal and after review and analysis of an independent evaluation panel; and PAGE 7 WHEREAS, the County finds Contractor qualified to provide ground ambulance services, interfacility and critical care transport services; and WHEREAS Title 22 of the California Code of Regulations, at Section 100168 of Division 9, Chapter 4, Article 7, requires a written agreement for services; and WHEREAS, County and Contractor wish to enter into this performance -based Agreement for the Contractor's provision of services; and WHEREAS, Contractor will be responsible for the performance of its obligations according to the provisions of this Agreement and a subcontractor will not relieve Contractor of its responsibilities and obligations, and WHEREAS, Contractor's subcontract with its ambulance subcontractor shall be subject to all terms and provisions of this Agreement, and WHEREAS the County desires that such services be provided by Contractor and Contractor agrees to perform these services as set forth below; NOW, THEREFORE, the above Recitals are hereby incorporated herein, and County and Contractor mutually agree to the following terms and conditions: PAGE 8 SECTION I - ADMINISTRATION OF THE AGREEMENT AND TERMS 1.1 AGREEMENT ADMINISTRATION The Inland Counties Emergency Medical Agency (ICEMA) shall represent the County in all matters pertaining to this Agreement and shall serve as the Agreement Administrator on behalf of the County. The Executive Officer, EMS ICEMA Administrator or designee may: A. Audit and inspect the Contractor's operational, finance, patient care, and personnel records. B. Monitor the Contractor's EMS service delivery and performance for compliance with standard of care as defined through law, regulation, ordinance, agreement, and EMS Agency policies and procedures; and C. Provide technical guidance and/or direction, as ICEMA deems appropriate; and -- - -- D:—Contractor and any subcontractors do, by this Agreement; agree to perform their said work and functionsatall times in strict accordance with currently approved methods and practices in their field and that the sole interest of County is to insure that said service shall be performed and - rendered in a competent efficient, timely and satisfactory manner and in accordance with the standards required by the County concerned. 1.2 AGREEMENT TERM Prior to or immediately following award and selection of Contractor's proposal by the San Bernardino County Board of Supervisors, Contractor shall have in place an executed subcontract for emergency ambulance services. This Agreement shall be effective upon the subcontract meeting the - subcontracting requirements expressed in the County RFP, and approval and execution of this Agreement by Contractor and the County, This Agreement will be effective for five years. A. Services shallcommenceon April 1, 2024, at 00:01 AM, Pacific Time and its initial term shall end at 23:59:59 hours, Pacific Standard Time on March 31, 2029, unless modified as set forth below. B. In the event that -the -County is not able to approve this agreement by September 30, 2023, the commencement date for services shall be postponed for six months until October 1, 2024 and --Contractorwill cooperate in good faith with transitioning from the existing providerwho will continue to provide services during the transition period. If the commencement date is postponed, the term shall end five years thereafter. 1.3 CREATION OF THE AGREEMENT This Agreement and its Exhibits shall control the relationship between parties and act as the primary document and has been created from the Request for Proposal (RFP) #: ICEMA23-ICEMA-4811 dated December20, 2022, and all addenda thereto and the Contractor's proposal In response to that RFP dated April 6, 2023, including supplemental submissions in response to questions by the County. In the event of an ambiguity or conflict between the terms of this Agreement, and the RFP, RFP addenda, --or proposal, the terms of this Agreement shall control. in the event of inconsistent, ambiguous or unknown terms any such inconsistency, ambiguity or missing necessary terms shall be resolved in order of precedence, by referring to the terms, conditions, or statements first in this Agreement and Exhibits, second in the attached RFP (including the County standard terms in the RFP Contract Template) and its addenda, and third in the proposal. PAGE 9 1.4 CONDITIONS FOR EXTENSION OF THE AGREEMENT ICEMA may recommend to the Board of Supervisors an extension of this Agreement for a second five- year term which shall end at 23:59:59 hours Pacific Standard Time on the date immediately preceding the fifth anniversary of the commencement date. County and Contractor agree that Contractor's performance in meeting and/or exceeding the terms and conditions of the Agreement shall be the primary determining factor considered for an Agreement extension. Any Agreement extension shall be mutually agreed to by the parties and set forth in a signed written agreement. A. As outlined in Section 12.3 of this agreement, the County's Emergency Medical Care Committee (EMCC) shall annually submit to ICEMA Administrator its observations and recommendations following its review of the Contractor's annual performance in each of the following categories: (1) Overall compliance with the terms and conditions this Agreement. (2) Compliance with response time Standards. (3) Compliance to Clinical Performance Measures. _- (4) Effectiveness of quality management program in assuring the consistent delivery of high -quality clinical care. (5) Financial stability. (6)_Cooperation of Contractor's personnel in collaborating with ICEMA and system __stakehgider_s to deliver efficient, effective and compassionate prehospital care to the residents and visitors of the County. (7) Customer satisfaction. (8) Community engagement, including education and prevention activities -B. ICEMA shall review the -observations and recommendations of the EMCC and at the County's sole discretion, the ICEMA Administrator shall inform the Contractor in writing not later than one year prior to the expiration of this Agreement of the approval or denial of the 5-year term extension. Once an extension offer is provided to Contractor, Contractor has no more than 30 calendar days to reply in writing with the acceptance or denial of the contract extension offer. 1.5 INDEPENDENT CONTRACTOR As expressed in Section 12,20, Contractor shall perform this Agreement as an independent Contractor. Contractor and the officers, agents, and employees of Contractor are not, and shall not be deemed, County employees for any purpose, including workers' compensation and employee benefits. Contractor shall, at Contractor's own risk and expense, determine the method and manner by which duties imposed on Contractor by this Agreement shall be performed; provided, however, that County may monitor the work performed by Contractor. 1.6 ASSIGNMENTS OR SUBCONTRACTING A. Contractor will be responsible for the performance of its obligations according to the provisions of this Agreement and a subcontract will not relieve Contractor of its responsibilities and obligations. PAGE 10 Contractor's subcontract with an ambulance subcontractor, is a necessary requirement of this agreement and shall be subject to all terms and provisions including the qualifications in this Agreement and any subsequent Agreements. Nothing contained in the Agreement or otherwise, creates any contractual relationship between County and an ambulance subcontractor. Contractor agrees to be fully responsible to County for acts and omissions of its ambulance subcontractor. B. Contractor's Ambulance Subcontractor (1) The Parties acknowledge and agree that: I. Contractor has entered Into a written subcontract with a private ambulance service to perform services under, and obligations required by, this Agreement, in such subcontract is a necessary requirement for the performance of this agreement. _--- -ii. 'Contractor's _private ambulance service subcontractor is an independent contractor of the Contractor. III. - References to "Contractor" may refer to Contractor, its private ambulance service subcontractor; or both Contractor and its private ambulance service subcontractor, as applicable, _iv.__ ---Nothing in this Agreement shall be construed to create a "joint employer' relationship between County, -Contractor, or the private ambulance service subcontractor and their respective employees. v. Contractor must provide a copy of such subcontract and any such amendments to the County. _vi, Contractor shall not terminate the agreement or services of subcontractor without the County's written consent, in the County's sole discretion. C. Contractor may subcontract ancillary services, such as billing; professional, legal, and advisory services; and fleet maintenance. 1.7 SPECIFIC PERFORMANCE It is agreed that Contractor, including the agents, employees, and authorized subcontractors of Contractor, shall be the sole providers of the services required by this Agreement. Because the services to be performed by -Contractor and subcontractor under the terms of this Agreement are of a special, unique, unusual, extraordinary, and intellectual or time -sensitive character which gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated in damages in an action of law, County, in addition to any other rights or remedies which County may possess, shall be entitled to Injunctive and other equitable relief to prevent a breach of this Agreement by Contractor. PAGE 11 SECTION II - NOTICES 2.1 AGREEMENT COMMUNICATION All notices, requests, demands, or other communications under this Agreement shall be in writing. Notices shall be given for all purposes as follows: A. Personal delivery: When personally delivered to the recipient, notices are effective on delivery. B. First Class Mail: When mailed first class to the last address of the recipient known to the party giving notice, notice is effective three (3) mail delivery days after deposit In a United States Postal Service office or mailbox. 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 (Federal Express /United Parcel _ServiceLOHL 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. Er -Electronic_ mail (email) transmission: When sent by email to the recipient known to the party giving notice, notice is effective on receipt, provided that: (1) a duplicate copy of the notice is promptly given by first-class or certified mail or by overnight delivery; or (2) the receiving party provides an email response confirmation of receipt. Any notice given by email after 5:00 p.m. - (recipient's_ time) or a non -business day, shall be deemed received on the next business day. F. Facsimile (fax): When sent by fax to the recipient known to the party giving notice, notice is --_- - -- -- effective on receipt, provided that: (1) a duplicate copy of the notice is promptly sent by first- class, certified mail, or by overnight delivery; or (2) the receiving party email$ a confirmation of _receipt. Any notice given by fax after 5:00 p.m. (recipient's time) or on a non -business day, shall - - be deemed received on the next business day. _ Addresses for purpose of giving notice are as follows: To County: Inland Counties Emergency Medical Agency EMS Administrator 1425 South D Street San Bernardino, CA 92415 Phone: (909) 388-5830 Fax: (909) 388-5850 Email: DanleLmunoz@cao.sbcounty.gov To Contractor: CONFIRE 1743 Miro Way Rialto, CA 92376 Phone: (909) 356-2377 Fax: (909) 356-3809 Email: ncooke@confire.org With any substantive changes to terms of the agreement a copy to: PAGE 12 Lindsay K. Moore Attorney at Law Imoore(a)kble, al.us Kingsley Borad LLP 600 Coolidge Drive, Suite 160 Folsom, CA 95630 (916) 932-2500 E. 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 said notice was refused, unclaimed, or deemed undeliverable by the postal authorities, messenger, or overnight delivery service. 2.2 CHANGE OF CONTACT INFORMATION Any parry may change its address, fax number, or email address by giving the other parry notice of the change in any manner permitted by this Agreement. PAGE 13 SECTION III - ROLES AND RESPONSIBILITIES 3.1 SERVICES TO BE PERFORMED BY CONTRACTOR A. Advanced Life Support and Basic Life Support Ground Ambulance Services, Interfacility and Critical Care Transport Services for a Comprehensive Service Area EOA in San Bernardino County (1) As provided for in Section 1797.224 of the California Health and Safety Code and under the general direction of the Inland Counties Emergency Medical Agency (ICEMA), CONTRACTOR shall provide ground ambulance transportation services, interracility transport services and critical care transport services for the following Exclusive Operating Areas (EOA) within San Bernardino County defined as the Comprehensive Service Area; EOA 1, EOA 2, EOA 3, EOA 4, EOA 5b, EOA 6, EOA 7, EOA 8, EOA 9, EOA 11 and EOA 12a. - (2)---Contractor is- hereby _granted the right to be the exclusive provider of emergency and --non=emergency ambulance requests originating in the Comprehensive Service Area including: • All ALS and BLS 911 requests for ambulance service. Requests for emergency ambulance service made directly to CONTRACTOR without -going through the authorized dispatch center including a seven -digit phone number. • Ambulance transport to an emergency department from the scene of an emergency, • Ambulance transports to an emergency department originating from a skilled - - - nursing facility, physician's office, medical clinic, residential care facility, or other medical facilities. • Potential non -transport response with treatment and referral. • Potential transport to an alternative destination. • All ALS, BLS, IFT and OCT requests directed to Contractor. • Requests for mutual aid by the ICEMA designated EMD Center. --- Requests for ambulance stand-by services such as working fires, hazardous materials incidents, hostage/Special Weapons and Tactics (SWAT) events, including disaster drills or other requests by ICEMA. (3) Contractor and/or subcontractor shall enter into a written agreement with the ICEMA designated EMD Center for EMD dispatching services. ICEMA shall have the right to review and approve the terms of the agreement to ensure consistency with the objectives of this Agreement. (4) ICEMA has authorized CONFIRE as a designated EMD dispatch center. Contractor agrees to provide all required emergency, non -emergency, IFT and standby ambulance dispatch, Emergency Medical Dispatch (EMD), System Status management (SMS), including all necessary technology and radio needs to perform these functions for the duration of this Agreement in accordance with California Senate Bill 438 (2019, Government Codes 53110 and 53100.5) and Sections 1797.223 and PAGE 14 1798.8 to the Health and Safety Code and ICEMA Policy 4100, (5) Contractor shall perform the following services to the satisfaction of ICEMA: a. Contractor and/or subcontractor shall respond, upon notification from the ICEMA designated Emergency Medical Dispatch (EMD) Center, 24 hours a day, 365 days a year with an appropriately staffed and equipped ALS, BLS or IFT/CCT ambulance. The Contractor's response shall be in a manner consistent with the specific requirements of the request. Such requirements shall vary depending upon whether the request for ambulance service is in response to a 911 medical emergency, non - emergency, or the need to post an ambulance to provide optimum coverage to the Comprehensive Service Area or an adjacent area. b. Ambulance response times must meet the response -time standards set forth herein, and every ambulance unit must be at the appropriate staffing and equipment level as determined following ICEMA Medical Priority Dispatch System (MPDS) Policy 4100, as may be amended from time to time. c. _Clinical. performance must be consistent with ICEMA's policies and approved _ medical standards. Medical care must meet the Clinical Performance Measures established jointly following contract award. Services and care delivered must be evaluated by the Contractor's internal quality improvement program as approved by -ICEMA and incorporated into the County's EMS system quality improvement program to improve and maintain effective clinical performance. The Contractor must _ - - make a persistent effort to detect and correct performance deficiencies and to continuously upgrade the performance and reliability of the EMS system. Clinical and response -time performance must be extremely reliable, with equipment failure - and human error held to an absolute minimum through constant attention to performance, protocol, procedure, performance auditing, and prompt and definitive corrective action. -- d. ,This Agreement requires the highest levels of performance and reliability, and mere demonstration of effort, even diligent and well-intentioned effort, shall not substitute for performance results. The holder of an exclusive contract that fails to perform to the standards required may be found to be in breach of their contract and promptly - replaced to protect the public health and safety of San Bernardino County visitors and residents. e. Contractor shall ensure that relevant and frequent educational courses are offered -to assist field personnel in maintaining certification/licensure as required by this Agreement, and as defined in California Code of Regulations, Title 22, Division 9, - - Chapters 2 4 and 11 and, to the extent possible, shall be built upon observation and findings derived from the quality improvement system. fi. Contractor shall develop and maintain a comprehensive and relevant quality improvement plan and system that compliments and interfaces with the ICEMA quality improvement system. This plan shall be submitted prior to the -commencement of service and shall be submitted annually, no later than December 31 of each calendar year. g. Contractor shall collaborate with system stakeholders in pilot or research programs as requested by the ICEMA Medical Director and authorized by the ICEMA Administrator. ICEMA must approve all pilot or research programs. Contractor agrees that Its participation in pilot or research programs shall entail no cost to the County. Contractor further agrees that services provided under pilot or research PAGE 15 programs shall be in addition to the services described herein. If a pilot or research program would have a financial impact on Contractor, ICEMA agrees to meet and confer with Contractor over that impact including implementation and ongoing cost mitigation. 3.2 MEDICAL CONTROL A. Medical Control Authority Contractor acknowledges that ICEMA's Medical Director has the authority to develop overall plans, policies, and medical standards to assure that effective levels of Ambulance and prehospital EMS care are maintained within the county and that the Medical Director has the authority for establishing the required drug inventories and Medical Protocols and that Contractor, its employees, and all personnel providing services under sub-contract(s) or agreements are subject to said plan, policies, standards and protocols. B. Adherence to Medical Control Standards ICEMA has an established system of medical control through the ICEMA Medical Director of the EMS System. Contractor shall adhere to the standards of medical control established by ICEMA. _ C. Compliance with Laws and Policies Contractor shall comply with ICEMA's EMS Policies and Protocol Manual and other directives, e.g.j special memos, which may be issued under ICEMA Medical Director's authority. 3.3 LEVEL MANDATE - Contractor is mandated to and shall respond to all requests for services using an Advanced Life - --,Support (ALS) Ambulance, except where Basic Life Support (BLS) ambulances may be used as set forth in the Agreement and in accordance with EMD requirements once authorized by ICEMA. A. ALS Ambulances must be staffed with at least one (1) ICEMA accredited paramedic and _ the second crew member may be another accredited paramedic or a California state certified EMT. B. BLS ambulances must be staffed with two (2) California state certified EMTs. All responses by a BLS ambulance will conform to ICEMA Policy 4100. C, Notwithstanding any other provision of this Agreement, because this Agreement requires - - the Contractor to respond at the ALS or BLS level to all emergency calls, Contractor shall bill rates in accordance with applicable laws and this Agreement. 3.4 STAND-BY SERVICES A. Contractor shall provide, at no charge to County or the requesting agency, ambulance and/or Field Supervisor stand-by services at the scene of an emergency incident within the Comprehensive Service Area where there may be an imminent life threat when directed by the ICEMA designated EMD Center or upon request of a public safety agency Incident Commander. B. A unit placed on stand-by shall be dedicated to that incident unless released by the Incident Commander or the ICEMA designated EMD Center. PAGE 16 C. Contractor shall notify the ICEMA Duty Officer of stand-by periods exceeding two (2) hours. D. Contractor may enter into a separate contract with a sponsor for the provision of an ambulance standby at a special event. If the Contractor enters into a contract for standby special event, they must not utilize a 911 system ambulance. 3.5 MUTUALAID A. Contractor must respond to requests for mutual aid made at the Regional, State, or Federal levels as part of the Regional, State and/or Federal response system, if directed to do so by the ICEMA Administrator, the ICEMA EMS Duty Officer, or the San Bernardino County Medical Health Operational Area Coordinator (MHOAC) unless the request would fundamentally cause immediate failure of service to the Comprehensive Service Area EOA. Any mutual aid refusal must be in consultation with the ICEMA Administrator or their designee. B. _ Contractor shall respond to in -county or neighboring jurisdiction mutual aid which may be requested through the ICEMA designated EMD Center or the ICEMA Administrator or their designee, unless the Field Supervisor or the ICEMA designated EMD Center can verify that a given request would cause immediate failure of service to the Comprehensive Service Area. Any mutual aid refusal must be in consultation with the ICEMA Administrator or designee: —_— (1) The number and nature of mutual aid responses to any neighboring jurisdiction; and, (2) The number and nature of mutual aid responses made by other agencies to calls originating within the Contractor's Comprehensive Service Area EOA. (3) Contractor shall not be held accountable for Emergency response time compliance for _. any -mutual aid assignment originating outside the Comprehensive Service Area and these calls will not be counted in the total number of calls used to determine response time compliance. 3.6 DISASTER PREPAREDNESS AND RESPONSE A. Multi -Hazard Disaster and Multi -Casualty Plans (1) The Contractor shall have a robust internal multi -hazard disaster plan which includes, -- __but is not limited to, triggers for activation, notifications, communications, staffing, vehicles, equipment, and EMS surge supplies needed for at least five (5) days. (2) The Contractor shall participate with ICEMA in disaster planning activities and participate —in the Healthcare Preparedness Planning Partnership and other disaster committees as requested by ICEMA. This includes assigning a disaster coordinator who shall have responsibility for multi/mass-casualty and disaster planning and providing field personnel _- and transport resources for participation in any ICEMA approved disaster drill in which the disaster plan/multi-casualty incident plan is exercised. (3) Contractor agrees to coordinate with public health, the Office of Emergency Services, ICEMA and first responders to plan and exercise for mass testing, vaccination, public responses, prophylaxis and PPE distribution. (4) Contractor shall ensure all EMS personnel, supervisory personnel, and management personnel are trained in Incident Command System (ICS), Standardized Emergency PAGE 17 Management System (SEMS), and National Incident Management System (NIMS). Current training standards include: a. Non -supervisory field personnel: ICS-100, ICS-200, IS-700, IS-800, and SEMS, b. Supervisory field personnel: ICS-100, ICS-200, ICS-300, IS-700, IS-800, and SEMS, c. Management personnel and personnel who may be assigned to a department or Operational Area Emergency Operations Center: ICS-100, ICS-200, ICS-300, ICS- 400, IS-700, IS-800, and SEMS. (5) The Contractor will ensure EMS personnel responding to a Mass Casualty Incident (MCI), disaster, or other large-scale emergencies are fully trained in the EMS system. (6) Contractor shall designate management personnel who have primary responsibility and accountability for preparedness and disaster operations and access to local resources. (7) The Contractor will participate in the Ambulance Strike Team (AST) program and must ensure that AST responders and AST unit leaders have been appropriately trained and approved by ICEMA. (8) The Contractor shall have field and supervisory personnel familiar with and trained in, the California Tactical Casualty Care Training Guidelines to respond as a medical support service provider to law enforcement incidents and provide field tactical medical care to casualties, as necessary. B. Disaster Reimbursement - ICEMA will make reasonable efforts to support the Contractor in obtaining reimbursement for disaster response efforts both within and outside of the County when such funds are available. The Contractor will ensure all documentation meets the Federal Emergency ManagementAgency(FEMA) eligibility and/or other federal funding standards, policies, and guidelines. C. Emergency Operations Plan Contractor shallbeprepared to fulfill its role in the County's Emergency Operations Plan and MCI plans and provide a written local multi -hazard disaster plan to the ICEMA Administrator before the later of (1) April 1, 2024 or (2) the commencement of the contract term, if it is a date other than April 1, 2024. The plan should include triggers for activation, notifications, communications, staffing, vehicles, equipment, hospital and healthcare facility evacuations. -- The plan also shall identify EMS surge supplies needed for a minimum of 72 hours. D. Continuity of Operations Contractor shall submit a Continuity of Operations Plan (COOP) to the ICEMA Administrator for approval, by the later of (1) April 1, 2024 or (2) the commencement of the contract term, if it is a date other than April 1, 2024. The COOP will comprehensively describe the organization's continuity of business plans for management of incidents or disasters, which disrupt the normal ability to provide EMS service. E, Incident Notification Contractor shall have a mechanism in place to communicate current field information to appropriate ICEMA staff during multi -casualty, disaster response, hazardous materials incidents, and other unusual occurrences as specified and approved by the ICEMA Administrator. PAGE 18 F. Emergency Recall of Workforce Contractor shall have the ability to efficiently and effectively recall personnel to increase ambulance deployment to meet demand for service within the Comprehensive Service Area. G. Personal Protective Equipment Contractor shall provide Personal Protective Equipment (PPE) for all field personnel, consistent with the standards of Emergency Medical Services Authority (EMSA) Guideline 216: Minimum PPE for Ambulance Personnel in California, as well as all other applicable State and Federal requirements. H. Disaster Response Vehicle (1) Contractor shall contract with the California Emergency Medical Services Authority (EMSA), to house, maintain, manage, and staff the EMSA state -issued Disaster Medical __.. Support_Unit-(DMSU). This includes deploying the DMSU when requested by the ICEMA -Administrator, or -the Medical Health Operational Area Coordinator (MHOAC), via the — - = MHOAC/Regional--Disaster Medical Health Specialist (RDMHS) mutual assistance - system. This vehicle shall not be used in routine, day-to-day operations, and shall be fully stocked at all times and kept in good working order. --- - -a.-. The -DMSU_ shall be available for emergency response to a disaster site or designated -location. This vehicle may be used to carry EMS personnel and equipment to a disaster site. - b. Contractor shall be required to participate in any ICEMA approved disaster drill In which the County disaster plan/multi-casuaity incident plan is exercised. 3.7 AIR AMBULANCE SERVICE County does not expect Contractor to provide air ambulance services and reserves the - right to enter into separate transport agreements with air ambulance providers. 3.8 RESPONSE AND TRANSPORT EXCEPTIONS AND LIMITATIONS A. Response (1)-As outlined in this Agreement, Contractor has an obligation to respond to all emergency medical requests in the Comprehensive Service Area and provide at scene care and ambulance transport in accordance with ICEMA policy except for Mutual Aid requests. (2) Pursuant to the California Health and Safety Code, including Sections 1798.6 (a) and 1797.220, ICEMA delegates to Contractor's first arriving ALS response unit the authority and responsibility to function as the authority for patient health care management at the scene of the emergency, unless an ALS fire agency provider with jurisdiction for that area is on scene. (3) Contractor is authorized to use the following alternative modes to provide improved ALS access at the scene of an emergency in accordance with ICEMA approval: "Rapid -Resource Vehicles" (RRV), bicycle paramedic, water rescue boat, and off -road vehicles to support improved ALS access in remote areas, special events, and challenging response areas. B. Transport PAGE 19 (1) Contractor shall be required to transport patients from all areas of the Comprehensive Service Area EOA, in accordance with ICEMA Policies and Procedures. (2) Contractor personnel are prohibited from influencing a patient's destination selection other than as outlined in ICEMA Policies and procedures. PAGE 20 SECTION IV - DEPLOYMENT 4.1 AMBULANCE DEPLOYMENT REQUIREMENTS A. Requirements (1) Contractor's response time obligations are performance -based. Contractor has identified an initial minimum of 10,371 weekly Unit Hours, which averages 1,482 unit hours per day, and a deployment of 93 peak ambulances including ALS, BLS, IFT and CCT and a low of 30 ambulances for all 911 emergency, interfacility and CCT responses. Contractor shall commit and be responsible for deploying the initial minimum and increase if necessary to achieve the response time requirements for ambulance service requests within the Comprehensive Service Area. Contractor shall deploy ambulance resources in a manner consistent with the requirement of the Agreement. (2) The initial deployment plan Unit Hours shall not be decreased for the first twelve months of operations. _ (3) AmbulanceSystemStatus Plans (SSP) must be reviewed by ICEMA annually. The plan will describe: :Proposed locations of ambulances and numbers of vehicles to be deployed including Unit Hours deployed during each hour of the day and day of the week including seasonal variations. - - b.. 'Mechanisms to meet the demand for ambulance response during peak periods or - --- unexpected periods of unusually high call volume and other surge events, including disasters, large fires, a pandemic or high flu season. c. Use of On -Call crews. d. Include a process that identifies how additional ambulance unit hours will be added by - the Contractor if the on -time response time performance standards are not met. e. -Include a map identifying post locations within the Eastern, Western and High Desert -- - 911 Divisions and a map for the Interfacility Operations. f. Include a response and surge coverage plan that includes provisions for equal - protection for all EOAs within the Comprehensive Service Area. PAGE 21 SECTION V - OPERATIONS 5.1 EMERGENCY RESPONSE ZONES AND RESPONSE TIME MANAGEMENT The goal of the Inland Counties Emergency Medical Agency (ICEMA) is to ensure a high -performing Emergency Medical Services (EMS) system. The Contractor must commit to employ whatever effort is necessary to achieve the response time requirements for ambulance service requests within the Comprehensive Service Area. It is the Contractor's sole responsibility to be familiar with the geographic and weather considerations and throughout the Comprehensive Service Area identified in this Agreement. Contractor will be held accountable from the time Contractor's dispatch center receives all necessary information in order to respond, e.g. address and patient condition, until the time the dispatch center is notified by radio_ or other reliable method that the emergency ground ambulance arrives (wheels -. stopped) at the address site or at a designated or assigned staging area. Ambulance response time standards are designed to provide the appropriate pre -hospital clinical care .in a time frame that is appropriate to the patient's situation. There are eleven (11) Exclusive Operating Areas (EOAs) in the Comprehensive Service Area, and response times are based on response - _priority, population density and historical call volume. The Contractor will be required to meet all response times at the 90th percentile in each of the eleven (11) EOAs. Each incident's expected response time will be based -on -call priority (Code 2 or 3) and response area (urban, suburban, rural, wilderness). ICEMA will require the Contractor to implement a performance improvement plan that includes a root cause analysis for any EOA or response area falling below 90%. All attempts to comply with response time requirements, including system status plan adjustments or increased ambulance unit hours, must be part of a corrective action plan. Response time compliance will be measured monthly. A. 911 Response Time Standards (1) Response-times_are based on call prioritization as determined by the ICEMA Medical Director and population density as defined by ICEMA. - Code 3 Responses - Immediate dispatch of an Advanced Life Support (ALS) ambulance with lights and siren. Code 2 Responses - Immediate dispatch of an Advanced Life Support (ALS) or Basic Life Support (BLS) ambulance, with no lights and siren. a. The Contractor must meet response times for all 911 ambulance requests at the 90th percentile in each of the eleven (11) EOAs, for response time expectations based on call priority and response area (Urban, Suburban, Rural and Wilderness) as illustrated in the chart below. Response Priority Urban Suburban Rural Wilderness Code 3 ALS 9:59 14:59 2959 59:59 Code 2 ALS/BLS 15:59 22:59 44:59 99:59 PAGE 22 (2) Extended Response Time: A response time more than ten (10) minutes over the applicable response time described above shall be considered an Extended Response. ICEMA will require the Contractor to audit all Extended Responses to Identify the root cause and review the patient's ePCR to determine if any negative outcome may be attributed to the Extended Response. Extended Responses shall be reported to ICEMA along with any planned corrective action. 5.2 INTERFACILITY TRANSPORT (IFT) AND CRITICAL CARE TRANSPORT (CCT) Response Time Standards A. IFT and CCT are measured separately at the 90th percentile standard. Emergency ALS IFT are counted as a 911 ALS call within in the ordinating EOA. IFT and CCT will be counted in their own category for compliance regardless of EOA. Response Term Compliance Standard Emergency ALS IFT 09:59 minutes -- Non- Emergency Pre -Scheduled IFT > 2 hours +/- 15 minutes of scheduled time CCT 59:59 minutes B. Response Time Management (1) The FirstWatch On-line Compliance Utility (OCU) is the program ICEMA currently utilizes to _monitor its EOA providers. OCU will calculate all Contractor response times. Response times will be measured in minutes and integer (whole) seconds, -- - - — and compliance will be calculated on a fractile basis. (2)- ICEMA will calculate response time compliance for each EOA and each response -- --area (urban, suburban, rural and wilderness) and each response level (Code 3 and Code 2). ICEMA will publish a compliance report within ten (10) business days following the first of each month. (3) Each incident is a separate response. (4) The Response Time of the Contractor's first arriving ambulance will be used to - compute the Contractor's response time for that incident. This includes an ambulance response from an entity requested to provide Mutual Aid for the Contractor. - - (5) Compliance will not be calculated until an EOA achieves at least 100 calls at the end of the month. If there are less than 100 calls in an EOA, calls are added to the - next month or months until the 100 calls have been reached or exceeded. (6) Emergency ALS IFTs shall be treated as a 911 ALS emergency call. This emergency IFT is for patients requiring rapid transport to a higher lever specialty care center (Trauma Center, Stroke and ST-Elevation Myocardial Infarction [STEMI] hospital). Emergency ALS IFTs are calculated as part of the total 911 response time compliance category. (7) Non -emergency IFT is for non -emergency patients transported between facilities. Non -emergency IFTs have a response time of no greater than fifteen (15) minutes after the scheduled time for transport if the transport is scheduled at least two hours PAGE 23 prior. IFT responses will be totaled monthly and calculated to the 90% standard (8) CCT is for patients requiring a higher level of care between licensed healthcare facilities. This transport category shall have a response time of fifty-nine minutes and fifty-nine seconds (59:59) from the request time. If a CCT is pre -scheduled as a non -emergency transport, the non -emergency IFT response time requirementwill be applied. CCT responses will be totaled monthly and calculated to the 90% standard. 5.3 CALCULATION OF RESPONSE TIME A. Response time shall begin at the time the following information, at a minimum, is transmitted to the dispatcher: (1) When the call -taker has entered the call for service (after verifying the address and entering a call determinant). (2) If no ambulance is available when the dispatcher is ready to dispatch an ambulance, the - ambulance ambul-ance response time shall begin at the time that the dispatcher notes in the -- automated dispatch system record that no ambulance is available. B. Response time shall stop when: (1) The assigned ambulance notifies dispatch that it is "on -scene," which is defined as fully stopped (wheels not in motion) at the location where it shall be parked during the incident. Or (2)Intheinstanceof a response to an apartment complex or mobile home park when the unit enters the complex. Or (3)- In the event, "staging" is necessary for personnel safety, at the time the assigned ambulance arrives at the staging area. Or - (4) The time that dispatch notifies the assigned ambulance to cancel its response. In incidents when the assigned ambulance crew fails to report their arrival on -scene, the -- time of the subsequent radio communication from the crew or other personnel that indicate that the ambulance arrived on -scene shall be used as the on -scene time. The Contractor may also validate on -scene time by the Mobile Data timestamp as documented in Computer Aided Dispatch (CAD) or Automatic Vehicle Location (AVL) playback. 5.4 CALCULATION OF RESPONSE TIME — CHANGES IN CALL PRIORITY A. Response time calculations to determine compliance with Contract standards and penalties for non- compliance shall be as follows: (1) Downgrades - If a call is downgraded to a lower priority before the ambulance arrives at the scene, the Contractor's compliance will be calculated based on whether the higher priority response time standard was exceeded at the time of the downgrade. (2) Upgrades — If a call is upgraded or there is more than one priority change associated with a given incident before the ambulance arrives at the scene, the Contractor shall be deemed compliant, provided the upgrade, or change in priority does not occur after the passage of the lower priority response time threshold. PACE 24 (3) Reassignment Enroute -- If an ambulance is reassigned enroute or turned around before arriving at the scene (e.g., to respond to a higher priority request), compliance and penalties will be calculated based on the response time standard applicable to the assigned priority of the initial response. The response time clock will not stop until the arrival of an ambulance at the scene from which the ambulance was diverted. (4) Canceled Calls — If an assignment is canceled before the ambulance arrives at the scene, compliance will be calculated based on the elapsed time from dispatch to when the call was canceled. 5.5 RESPONSE TIME CORRECTION EXCEPTION A. When the assigned ambulance crew fails to report their arrival at the scene, the time of the subsequent radio communication from the crew or other personnel on -scene indicates to dispatch the ambulance has arrived on -scene shall be used as the arrival time. Alternatively, at scene time may be validated by the CAD timestamp or Global Positioning System (GPS) based on the AVL playback. B. --In some cases, specific responses will be excepted by ICEMA and deemed as compliant responses for response time compliance. These exceptions will be for good cause only, as reasonably determined by ICEMA. The burden of proof that there is good cause for the Exception shall rest with the Contractor. C. The Contractor shall file a request for each desired response time correction or Exception via OCU following ICEMA policy. Such requests list the date, time, and specific circumstances causing the delayed response. ICEMA will respond to time correction requests utilizing OCU. Examples of Exceptions include but are not limited to: (1) Automatic Appeals (to be granted by ICEMA): a. The call was downgraded at the scene by responders or by the dispatcher following protocol and is response time compliant. b. The call was upgraded and is response time compliant. c. Response canceled before the unit arrived at the scene; Contractor must provide evidence that the call was canceled within the required response time. (2) Case -by -Case Appeals (to be considered by ICEMA): a. Off -road or off -paved road locations. The on -time performance will be measured from the time of dispatch to when the ambulance arrived at the unpaved road. 5.6 RESPONSE TIME EXEMPTION A. The Contractor shall maintain the ambulance unit hours as identified in their submitted and approved system status plan. The plan may include deploying additional unit hours for holidays, special events, and weather- related emergencies. B. Exemptions will only be considered when the Contractor deploys the minimum number of ambulance unit hours specified in the submitted system status plan for the EOA and Response PAGE 25 Zone in which the exemption is requested. C. In the monthly calculation of response time compliance, every request for ambulance service within the Comprehensive Service Area shall be included except in some cases, late and specified other responses will be excluded from response time compliance calculations. These Exemptions will be for good cause only, as reasonably determined by ICEMA in its sole discretion. The burden of proof that there is good cause for the Exemption shall rest with the Contractor. D. The Contractor may request that a response be excluded from the calculation of response time if that call meets the criteria defined below. The Contractor shall file a request for each desired response time exemption utilizing the OCU program. ICEMA shall grant or deny exemptions to performance standards and advise the Contractor. ICEMA will respond to Exemption requests using OCU. E. Examples of Exemptions include, but are not limited to: (t) Automatic Appeals (to be granted by ICEMA): - _ a,. -Additional ambulances responding to the same incident; the first unit must meet response time standard. b. The responding ambulance is involved in a traffic collision, and the Contractor is - — -- - determined to be not at fault by law enforcement. (2) Case -by -Case Appeals (to be considered by ICEMA): - a. Extreme weather conditions that impair visibility or create other unsafe driving conditions. b. Incorrect address provided by the requesting party. c. An unavoidable delay caused by road construction. d. Restricted roadway access e. Ambulance Patient Offload Delay (APOD) delays greater than sixty (60) minutes in transferring care to a hospital emergency department and z 5% deployed ambulances on APOD impacting System Status Plan for the usual and customary transport destination by the unit requesting exemption. It will be the Contractor's responsibility to adequately document the facts surrounding the occurrence to include at minimum the facility, date, and all clock times (dispatch of the call through time unit available). f. Activation of Multi -Casualty Incident (MCI) Management Plan and z 5% of the current deployment is requested to the incident. g. All other exemption requests shall be for good cause only, as determined by ICEMA. Exemptions shall be considered on a case -by -case basis. The burden of proof that there is a -good cause for an exemption shall rest with the Contractor, and the Contractor must have acted in good faith. The alleged good cause must have been a substantial factor in producing excessive response times. F. Notwithstanding the requirements of this section applicable to Contractor, Contractor shall also comply with ICEMA policies and procedures. An ICEMA policy or procedure, broader in scope than these provisions shall not relieve Contractor of its contractual obligations stated herein. Furthermore, Contractor remains obligated to comply with ICEMA policies and procedures more stringent than stated herein as may now exist or as may be amended from time to time. However, Contractor shall not be in breach of this Agreement if ICEMA, through changes to PAGE 26 policy or procedure, imposes more stringent response time requirements on Contractor than those provided herein. 5.7 RESPONSE TIME REPORTING REQUIREMENTS A. Response time performance reporting requirements and documentation of incident time shall include, but is not limited to: (1) Time call received by Contractor (2) Time location verified (3) Time ambulance crew assigned (4) Time enroute to the scene (5) XN geographic coordinate of the unit at the start of its response (6) Arrival on -scene time (7) Arrival at patient's side (8) Total at scene time -- (9) Time enroute to transport destination (10) Total time to transport to the destination (11) Arrival time at the destination (12) Time of patient transfer to receiving hospital personnel (transfer of care) -- (13). Time available (Time unit is back in services and available for response) B. These -reporting requirements may change. ICEMA agrees to meet and confer with the Contractor over such changes. If reporting requirements are modified and the Contractor -- demonstrates an associated financial impact, ICEMA agrees to meet and confer with the Contractor over that impact and cost or revenue mitigation. C.--The Contractor must synchronize all its clocks with Coordinated Universal Time (UTC) 5.8 LIQUIDATED DAMAGES ICEMA may assess Liquidated Damages on all transport types (ALS, BLS, IFT, and CCT), if a response time percentage falls belowthe 90% performance requirement in any EOAor response area. In addition, the Contractor will be required to conduct a comprehensive performance improvement process any time performance is below 90%. The Contractor will be required to submit the performance improvement report to ICEMA within fifteen (15) days following the identification of underperformance. ICEMA will review and provide further recommendations as necessary. The Contractor will be required to add additional ambulance unit hours until compliance has been achieved. A. If the Contractor falls below the 901 percentile in any EOA or response area, a Liquidated Damageassessmentof $10,000 per EOA/Response area per month will be applied. The Contractor will be required to add additional ambulance unit hours until compliance has been achieved. B. if the Contractor fails to meet minimum response times in an EOA or response area for a second consecutive month without adding the additional unit hours approved, a $50,000 Liquidated Damage assessment will be applied. The Contractor will be required to add additional ambulance unit hours until compliance is achieved. PAGE 27 C. If the Contractor is out of compliance in multiple EOAs or response area more than three times in a year, a $75,000 Liquidated Damage assessment will be applied, in addition to Liquidated Damages noted in item A above. The Contractor will be required to add additional ambulance unit hours as a cure. D. If the Contractor is not successful in curing underperformance following these measures, the Contractor may be considered in Breach of Contract. E. The Contractor maybe assessed Liquidated Damages if there is a single Extended Response for a Code 2 or Code 3 priority level call, greater than ten minutes (10:00) beyond the maximum response time requirement, The chart below illustrates Liquidated Damages that ICEMA may assess. Extended Response Times Priority Level Urban Suburban Rural I Wilderness I Liquidated I Damages Code 3 s: >19:59 > 24:59 > 39:59 >69:59 $500 i Code 2 > 25:59 > 32:59 > 54:59 >109:59 $500 - -- _ F. - Example -of Extended Response: An Urban response requirement of 9:59 has an at -scene time greater than 19:59 (minutes and seconds). The provider will be assessed and pay liquidated damages of $500.00 for being over ten (10) minutes late on that one (1) response. ICEMA will require the-Contractorto audit all Extended Responses for root cause and conduct a quality improvement review to determine if any negative outcome may be attributed to the extended response. Audit requirements include, but are not limited to: (1) Conduct and participate in a process review study to identify causes and opportunities to reduce the number of Extended Responses. - (2) Conduct 100% review (Clinical and Operations) on Extended Response calls. 5.9 ADDITIONAL LIQUIDATED DAMAGES Additional Penalty Assessment (per incident) A preventable mechanical failure with a patient on board an ambulance (If the vehicle is out of compliance with ICEMA-approved maintenance schedule, exceeds mileage or age limits, $500 or empty fuel tank, etc.) Failure of the crew to report response times on -scene and the on -scene time is not verifiable $250 by other pre -agreed reliable means such as GPS. 5.10 PAYMENT AND USE OF LIQUIDATED DAMAGE FUNDS A. Liquidated Damages will be determined by ICEMA based on this section and inform the Contractor of the monthly incidents and penalties. The Contractor shall pay ICEMA all Liquidated Damages within thirty (30) days of receipt of the notification. A 5% late payment charge will be assessed monthly on any payment made after the due date. The Contractor will PAGE 28 pay all penalty assessments to ICEMA. B. To the extent that the Contractor disagrees with the Liquidated Damages determination made by ICEMA, the Contractor shall provide written notice to ICEMA setting forth the grounds regarding their disagreement within ten (10) business days. Upon receipt of written notice from Contractor, ICEMA shall schedule a time to meet and confer with Contractor regarding Contractor's disagreement. The ICEMA Administrator will make the final decision regarding the grounds for disagreement. C. Liquidated Damages collected will be utilized for EMS system enhancements and community outreach. 5.11 PHASE -IN PERIOD - For the first three (3) months of the, contract, response time requirements shall be calculated; however, - Liquidated- Damages =will not be assessed. The initial deployment plan Unit Hours -shall not be decreased for the first twelve months of operations. 5.12 VEHICLES - _ A. - Contractor -shall provide -and maintain its vehicles, bio-medical equipment, and ambulance equipment to or exceeding the manufacturer's recommendations and standards which shall be updated annually at a minimum. All costs of compliance testing, maintenance, and repairs, including parts, supplies, and inventories of supplies, labor, sub -contracted services, and costs _ of extended warranties, shall be at the Contractor's expense. B. -Contractor shall continuously provide a sufficient number of ambulances to meet at least 133% of peak system demand. C. Each of Contractor's vehicles providing services under this Agreement shall be equipped with fully functional driver safety equipment and monitoring technology. D. -ICEMA shall have therightand be granted access to inspect Contractor's vehicles and local facilities at any time without prior notice. 5.13 VEHICLE SPECIFICATIONS A. Ambulances: (1) Must be standard Type[, Type II or Type III ambulances. (2) Must be identically configured for each Type (I, II, or III) ambulances. (3) At the beginning of this Agreement and throughout the term of this Agreement, Contractor shall maintain at a minimum, four (4) All -Wheel Drive (AWD) Type 11 or Ill ambulances for hard -to -reach geography and inclement weather areas. (4) - Contractor shall provide heavy-duty ambulances to accommodate patients with capacity of up to 1,000lbs to services as bariatric ambulances. (5) All ambulances shall utilize hydraulic gurneys to reduce incidences of spinal load injuries and increase the margin of safety for patients and Emergency Medical Technician PAGE 29 (EMT)Iparamedics. (6) All ambulances shall utilize Automatic Vehicle Locators (AVL), Mobile Data Computers (MDC), and Global Positioning System (GPS) mapping technology. (7) The Contractor is responsible for all costs associated with the purchase and monthly operations of the AVL system. (8) Contractor vehicles must meet or exceed Federal and State standards at the time of the vehicles' original manufacture, except where such standards conflict, in which case the State standards shall prevail. (9) Every ambulance will be fully stocked at all times and meet or exceed the equipment standards set by ICEMA. _— _(10)_Ambulances shall be limited to a maximum mileage of 300,000 miles, provided, however, if during the term -of the Agreement, Contractor (including Its subcontractor) encounters difficulty complying with this mileage requirement due to manufacturer delays, shortages, -- supply chain problems, or other factors beyond Contractor's (or its subcontractor's) ---reasonable_ ability to control, ICEMA may approve appropriate variances from this requirement. (11) Any ambulance not new at the start of this agreement must Include a list of brand name, - - - model, age, vehicle identification number, and maintenance records. No more than 25% of the ambulance fleet shall have over 100,000 miles at the start of the contract. -(12) Each ambulance shall be equipped with an idle mitigation system to ensure the vehicles - are not unnecessarily idling while stopped. To further reduce idle time, Contractor shall install solar charges to extend battery life on all remounted and new units across the Comprehensive Service Area. (13) As technology improves Contractor shall work with ICEMA to test and provide if appropriate alternative fuel vehicle solutions, including Battery Electric Vehicles (BEV). B. Supervisor Support Vehicles: - Supervisor response vehicles are an essential component of providing responsive and quality services in the Comprehensive Service Area. Supervisor and support vehicles are to be fully outfitted to -provide field support, rapid response, incident command and reinforce remote operations. At the beginning of this Agreement Contractor shall provide Filed Supervisors with ALS- equipped, AWD or four-wheel drive vehicles with covered cargo beds in all response areas with medical supplies and equipment perthe ICEMAStandard Drug and Equipment List Policy. - (1) All supervisor vehicles shall utilize Automatic Vehicle Locators (AVL), Mobile Data Computers (MDC), and Global Positioning System (GPS) mapping technology. (2) Vehicles must not exceed 250,000 miles. (3) Meet the Department of Transportation and National Fire Protection Association standards for Code 3 response. (4) To the extent possible, Supervisor Vehicles shall be identically configured and staffed PAGE 30 with locally accredited paramedics and carry all ICEMA approved ALS equipment and ALS medications. C. Vehicle Identification: (1) Vehicle markings shall be consistent with California Civil Code sections 3273 at seq., which restricts the markings of certain vehicles used to provide contracted public health and safety services, (2) Emergency vehicles shall be equipped with appropriate lighting and reflective markings as defined by the National Fire Protection Agency (NFPA) Standard 1900 (2024) for vehicles contracted for on or after January 1, 2024. (3) Ambulances and Supervisor vehicles used In providing services shall bear the markings San Bernardino County Emergency Medical Services" in at least four (4) inch letters on both sides and state the level of service on both sides. (4) Ambulance -and Supervisor vehicles shall display the "9-14' emergency telephone number but shall not display any other telephone number or advertisement. - -- (5) Ambulance -and Supervisor vehicles shall be marked to identify the name of the Contractor. (6) Contractor shall not alter the overall design, color and / or lettering of its existing __- emergency response vehicles without ICEMA approval. ICEMA shall have the right to approve or modify -the overall graphics design, color and lettering used for emergency - response vehicles purchased or otherwise introduced during the term of this agreement. 5.14 VEHICLE MAINTENANCE PROGRAM A. -Contractor must ensure that all vehicles are maintained to operate in optimal working condition and follow a rigorous preventive maintenance schedule to provide reliable service to those in need. B. _Contractor shall provide a_ copy of the vehicle maintenance program and vehicle records on an -- annual basis to the ICEMA Administrator. The vehicle maintenance program must be designed to meet the highest standards of reliability appropriate to a modern emergency medical transportation service. C. -Contractor shall provide detailed records in an electronic database that is easily queried as to work performed, costs related to repairs, and operating and repair costs analyses where appropriate. Repairs shall be. accomplished, and systems shall be maintained to achieve at least the industry norms in vehicle performance and reliability. D. Any ambulance, support vehicle, and/or piece of equipment with any deficiency that compromises, or may reasonably compromise its function, or the safety of the operators or the public, must immediately be removed from service and repaired or replaced in a timely manner. E. Ambulances and equipment that have defects, including a cumulative appearance of being worn out or not maintained, shall be removed from service and repaired or replaced in a timely manner. F. Contractor shall provide the locations of maintenance services. PAGE 31 5.15 VEHICLE SAFETY PROGRAM A. Contractor shall provide an Emergency Vehicle Operator's Course (EVOC) for all its field employees including on -going driver -training for ambulance personnel to promote safe driving and prevent vehicular crashes/incidents. B. Contractors EVOC program shall include didactic training, commentary driving with a Field Training Officer (FTO) and recurrent training. C. Contractor shall have a mechanism to monitor driver safety through a video event recorder utilizing the StreetEagle Driver Behavior Monitoring platform or a superior product in the driver's compartment to increase the safety of ambulance driving and prevent crashes and traffic accidents. D. Each vehicle shall have a backup camera installed, provide seating and restraints for all occupants, a battery -powered patient gurney and Cardiopulmonary Resuscitation (CPR) seats for EMS crews. E. Each ambulance shall be regularly cleaned, disinfected, and decontaminated for the health and safety of crews and patients. Disinfecting includes the regular use of a disinfectant fogger. In the ,event of an infectious disease patient, a plastic lining shall be employed to prevent droplet contamination in the ambulance. - F. Vehicles shall provide -workspace and storage for crews to complete reports and secure personal equipment and belongings. G. Each ambulance must have antitheft devices to prevent emergency vehicle theft when the - vehicle is left running with the key in the ignition and an equipment restraint system, ensuring patient and clinician safety during transport. 5.16 MEDICAL SUPPLIES AND EQUIPMENT A. Each ambulance shall carry standardized equipment and supplies that meet federal, state, and ICEMA requirements, policies, and procedures. B. As EMS equipment evolves, Contractor shall periodically review and analyze new equipment and upgrades equipment by conducting scientific review, clinical data analysis, fiscal impact analysis and present findings to EMS committees and the ICEMA Medical Director. - C. Durable Medical Equipment not new at the beginning of the contract will be required to meet all specifications and periodic maintenance as approved by ICEMA according to ICEMA Policy 7010. D. Contractorshallmaintain all equipment according to manufacture specifications and shall provide an annual report to the ICEMA Administrator that includes equipment tracking number, maintenance records and any equipment purchases or replacements. E. Contractor shall provide all supplies including medications and controlled substances. 5.17 COMMUNICATION EQUIPMENT A. The Contractor shall install and maintain all telecommunications equipment on the appropriate frequencies necessary to complete the scope of work as identified in this Agreement. PAGE 32 B. The AVL system must interface with the ICEMA designated EMD Center and at a minimum, provide a CAD interface with the Ontario Fire dispatch center and with the CalFire dispatch center. C. Contractor shall have AVL/GPS/MDC in place in ambulances, Quick Response Vehicles (QRVs), alternative response units as appropriate, and field supervisor vehicles. D. Contractor shall equip each ambulance with appropriate emergency communications and alerting devices capable of being used to notify ambulance personnel of response needs. Every ambulance must be able to communicate at all times and locations with the ICEMA designated EMD Center authorized dispatch center, Contractor's dispatch center, other ambulances and supervisor's vehicles, receiving hospitals, and fire agencies. E. Each ambulance shall have a mobile radio in the front cab with the capability for hospital communication in the rear patient compartment. F. Each ambulance shall -have two portable radios, one for each crew for medical communication, and one mobile or portable capable of interoperability with fire channels. G. Each ambulance shall have a mobile computer with MDC capability, CAD access, mapping software; -and the -ability -to_send electronic patient care records to the receiving hospital and a centralized server via wireless technology. Each ambulance will be equipped with AVL and GPS fully interfaced to the ICEMA designated EMD Center and Contractor dispatch center for unit recommendation and System Status deployment purposes. - H,_-Contractor shall -install -necessary communications equipment in all of its ALS ambulances enabling transmission- of-112-Lead Electrocardiograms (ECGs) for suspected ST Elevation - - Myocardial Infarction (STEMI) to the hospital prior to patient arrival and this 12-lead ECG will - =be included in the electronic copy of the EMS medical record in accordance with ICEMA specifications. I. Contractor shall be _solely responsible for the cost of maintenance, repair, and replacement of pagers, cell phones; tablets, computers, MDCs, station alerting systems (for fixed ambulance posts), mobile gateways, cellular cards, and/or cellular accounts, including data fees on equipment owned by Contractor. 5.18 ICEMA DESIGNATED EMERGENCY MEDICAL DISPATCH CENTER A. The long-term; goal of the County in the first five (5) years of this Agreement is to have ambulance dispatch and ambulance system status management physically located together. Currently, the ICEMA designated Emergency Medical Dispatch (EMD) Center does not have the physical space for the entire ambulance operating dispatch needs. B. The ICEMA designated EMD Dispatch Center will provide Medical Priority Dispatch for resource determination in accordance with ICEMA's Medical Director and Dispatch Protocols. The ICEMA designated EMD Center will determine the Contractor's priority level to all emergency 911 ALS and BLS calls within the Comprehensive Service Area following ICEMA- approved EMD Policy 4100, C. ICEMA requires the Contractor at start-up to enter into a separate agreement if applicable, with the ICEMA designated EMD Center and pay for the provision of EMD and CAD -to -CAD coordination services. EMD with Medical Priority Dispatch Service (MPDS) charges are estimated to be $5.00 per call the first year with annual increases. PAGE 33 5.19 CONTRACTOR EMS DISPATCH CENTER A. Contractor shall provide reliable ambulance dispatch and system status management services without interruption 24/7/365 days per year to manage all ambulance services utilizing Contractors CAD system and integrated resource determination to determine the right ambulance, provide detailed reporting and show real-time maps of system resources. B. Have a full-time dispatch center manager, employ experienced dispatch system status Controllers 24/7/365 with the full authority to control the re -positioning of ambulances between posts, Exclusive Operating Areas (EOAs), and to manage crew breaks and shift changes, C. Schedule ALS, BLS, IFT and CCT transports, D. Obtain, install, and maintain in the Contractor's ambulances all such communications equipment as determined by ICEMA to be necessary for the effective and efficient dispatch of ambulances. For ambulances responding to 911 calls, GPS Location Systems are required, - -- E.- Be financially responsible for installation, purchase, rental, and maintenance of communication equipment in all ambulances and staffed vehicles provided in this proposal, = F. Establish policies that ensure upon receipt of a private request for ambulance services, pertinent information including callback number, location, time of notification, time of dispatch, and nature of the incident is ascertained, ' _G._ Ensure that a record of calls, as defined in Title 13 of the California Code of Regulations, Chapter 5, Article 1, Section 1100.7 is maintained, H. Deploy ambulances most optimally and efficiently. PAGE 34 SECTION A - PERSONNEL 6.1 WORKFORCE AND DIVERSITY AND INCLUSION Contractor shall establish a recruitment, hiring and retention system consistent with ensuring a quality workforce of clinically competent employees from different cultures and backgrounds, who are appropriately certified, licensed and/or accredited for their positions. Contractor shall strive to champion a work environment that promotes the values of diversity, equality and inclusiveness including: Field personnel with bilingual skills reflecting the diversity of languages spoken in San Bernardino County are highly valued, Contractor shall strive to ensure diversity in the workforce and address diversity alignment with its communities served. ICEMA is committed to participating in Contractor's -- efforts to support and enhance Diversity, Equity, and Inclusion (DEI) initiatives in the San Bernardino ----- _- -,County EMS_ System. _Contractor shall participate in their proposed DEl initiatives. These programs currently Include, but are not limited to: A. Creating a work environment that embraces inclusion, regardless of race, color, religion, --gender,-sexual orientation, gender identity, national origin, age, genetic information, marital - status, amnesty, disability, veteran status or based on pregnancy, childbirth, or related medical conditions. - B. The inclusion of people with disabilities helps drive sustainable practices for our employees, -communities, and customers. Reasonable accommodations include'adaptive equipment, allowances for on -site service animals, flexible work arrangements, special parking assignments, hotlines, and a number of other inclusive services. C. Annual diversity, equity and inclusion training for all personnel that addresses preventing sexual harassment, bystander intervention, managing unconscious bias, fostering an Inclusive culture, anti -racism and transgender inclusion. -- -D. Ethics And Compliance Hotline - Provide an independent, third -party hotline that any employee -- can confidentially report issues of concern, in addition to making formal complaints. 6.2 KEY PERSONNEL The following positions are key personnel required for this Agreement. ICEMA shall have direct - access to the key personnel identified in this Agreement at all times. This includes the right to call regular meetings with key personnel, as well as unscheduled inspections, interviews, and visits. Key personnel shall be required to cooperate fully with ICEMA. Contractor shall provide the County with a -list identifying the key personnel on or before April 1, 2024, for the County's review and approval. - Personnel listed for such positions in the Contractor's RFP Response are identified and may not be decreased without ICEMA approval. A. Director of EMS Operations (1) Contractor must provide an EMS Director who shall oversee and be accountable for all aspects of the Services provided by the Contractor and subcontractor. (2) This individual shall have significant prior experience managing large, high- performance 911 emergency medical transport services. PAGE 35 (3) This individual shall be responsible for the overall quality of clinical care and customer service, develop and implement annual strategic plans and budgets. This position is responsible for monitoring staffing levels in all operations to maintain operational efficiency and response time compliance. B. Three EMS Operation Managers:(High Desert, West Valley, East Valley) (1) Contractor must provide three (3.0 FTE) full time EMS Operations Managers who are responsible for leading the day-to-day operations to accomplish ambulance calls in a timely and efficient manner. The Operation Managers conduct regular demand analysis in coordination with the System Status Management Analyst and develop the master schedule to meet demand most efficiently and expediently; support the Medical Director, CQI and billing support staff; and evaluate, train and follow up with field crews in all areas of protocol compliance and field documentation. (2) This individual shall be responsible for ambulance community services, contracts, interface - with hospital CEOs, fire chiefs and other community leaders. _;- (3) These -managers will oversee 20 field supervisors responsible for 911 responses 2417-who will be always available to support field caregivers. C. Communications Director - (-1),Contractor must provide one (1.0 FTE) full-time Communications Director. (2) The Communications Directorwill be responsible for all aspects of the emergency and IFT dispatch centers day to day activities. — — (3) The Communications -Manager requires an in-depth knowledge of dispatch center operations and policies and the ability to lead and organize personnel to work toward common goals and communicate clearly. D. Human Resources Manager (1) Contractor shall employ and maintain one full-time (1.0 FTE) Human Resources Manager (2) This position will provide direction and facilitate issues regarding employee relations, retention, labor_ relations, policy, labor contract interpretation and disciplinary procedures. (3) The Human Resources Manager will provide guidance to management on various aspects of employment law including FMLA, ADA, investigations, disciplinary procedures, and workplace harassment. E. Clinical QA-QI Education Manager (1) Contractor must provide a full-time (1.0 FTE) clinical education services manager for the San Bernardino County operation. This person must be a paramedic or registered nurse with extensive experience in emergency and critical care with a minimum of three years' full-time experience working in a complex 911 ALS emergency ambulance services system. (2) This individual shall be responsible for day-to-day clinical oversight of Contractor's accredited paramedics and certified EMT -Basics, clinical investigations, new hire orientation, initial and continuing education, employee development, clinical performance measurements and continuous quality improvement. (3) This position will mine, analyze, and interpret local clinical data derived from the ImageTrend ePCR system, FirstPass, and other data sources to promote clinical quality, high performance service delivery, and community health. PAGE 36 (4) This individual shall be responsible for developing and advancing the quality of clinical performance. F. Contractor must provide practice through the management and oversight of the CONFIRE EMS Quality Management Program and through the leadership and direct supervision of the CONFIRE EMS Quality Management Team comprised of seven (7) Continuous Quality Control (CQI) managers/specialists, twenty (20) Feld training officers, and documentation quality assurance manager. G. Safety/Risk/Infection Control Manager (1) Contractor must provide a full-time (1.0 FTE) full-time Safety/Risk Manager. (2) Essential duties and responsibilities include overseeing ongoing compliance of programs including Hazard Communication (HAZCOM), airborne pathogens, blood borne pathogens, lifting and stretcher operations. -_ (3) The Safety/Risk/Infection Control Manager assists in the investigation of all work -related _mjuries, and exposures and assists in retraining personnel as needed and handles -oversight of classroom and field instruction on driving -related topics and management of compliance with all local, state and federal regulations, including OSHA, EPA and California Department of Labor regulations. H. Logistics Manager (1) Contractor must provide one (1.0 FTE) full-time Logistics Manager. (2)--Thisposition-shall oversee the supply chain purchasing and distribution process, Including - -managing the inventory of equipment and medical supplies stored within the distribution warehouse. I. Document Quality Assurance Manager (1) Contractor must provide one (1.0 FTE) full-time Fleet Manager. _ (2) Leads and directs all document and quality assurances staff to ensure documentation required for proper billing of claims is obtained from field staff for billable events. J. Fleet Supervisor (1) Contractor must provide one (1.0 FTE) full-time Fleet Supervisor. (2) The Fleet Supervisor is primarily responsible for the repair and maintenance of all - CONFIRE-EMS-owned vehicles and overseeing a team of fleet mechanics and work performed by fleet mechanics. - (3) The Fleet Supervisor oversees the completion of all automotive repairs, adjustments, -- preventive maintenance service and checks of vehicles in accordance with prescribed PM policies and procedures, as well as accurate record -keeping of all services and repairs completed. K. Contractor Local Medical Director (1) Contractor must provide a local Medical Director licensed by the State of California, experienced in emergency medical services, to oversee its clinical services. (2) This individual must be Board Certified in emergency medicine, experienced in emergency medicine, and preferably fellowship -trained in emergency medical services. (3) This individual shall facilitate the procurement of, be responsible for, and oversee all pharmaceuticals including but not limited to controlled substances used by the Contractor PAGE 37 in delivering service. (4) Contractor understands that the local Medical Director is distinct from, and does not have the powers or authority of, the ICEMA Medical Director, as defined in California Health and Safety Code section 1797.202. L. Public Information Officer (PIO)/Community Relations Manager (1) Contractor shall designate a Community Support Liaison who will oversee Contractors community activities such as a new Community Outreach and Support Team program, 911 awareness, CPR, AED use and other public outreach programs. M. Management Information System (MIS) (1) Contractor must provide one (1.0 FTE) full time MIS Director 6.3 CHANGES IN PERSONS ACTING AS KEY PERSONNEL A.,_Contractor -agrees-that each Key Personnel position is separate and distinct, that it must be -- filled by a separate individual who is committed to and responsible for the functions of that - position, and that it shall not transfer or reassign an individual identified above as Key Personnel without notifying ICEMA and meeting to discuss the impact. 13--Prior to any replacement of Contractor's Key Personnel with responsibility for this Agreement -__the-County shall be entitled to review and discuss and reasonably object to the proposed replacement. -C. Such approval shall not be unreasonably withheld. Such approval shall include verification of resume and a completed background check by Contractor to be shared with ICEMA. 6.4 OTHER MANDATORY LEADERSHIP PERSONNEL Contractor shall have management and supervisory personnel to manage all aspects of emergency ambulance service, including administration, operations, EMS training, clinical quality improvement, - record keeping; and field supervision. Such supervision shall be provided continuously 24-hours per day. Contractor has identified three (3) operational divisions within the Comprehensive Service Area. These are High Desert; West Valley, and East Valley divisions. To provide optimal day to day operations - oversight and support, Contractor shall provide one Operations Manager for each operational division and six (6.0 FTE) Operations Supervisor for each division for a total of eighteen (18.0 FTEs) who will oversee their respective division 24/71365. A. Support and Field Supervisors (1) Field and support Supervisors oversee day-to-day functions of Contractor's operations. In the event a Field Supervisor fails to perform to the satisfaction of the ICEMA Administrator, Contractor shall correct the deficiency in a timely manner. a. The Field Supervisor is responsible for the day-to-day operations of field staff, including facilitation of internal communications between field staff and management, outside agency Interface, real-time system status monitoring, facilitating short-term scheduling needs, oversight of company facility security, and other operational support functions PAGE 38 as assigned by the Operations Manager. b. Field Supervisors serve as the Contractor's on -duty EMS Field Commanders and accordingly must be paramedics with a minimum of three (3) years' experience in a complex 911 system (similar to San Bernardino County), who are highly experienced and competent both administratively and in the management of large and complex emergencies as demonstrated through experience and extensive training in the Incident Command System (ICS). c. The Field Supervisor must be able to disseminate initial level corrective action and reports through the operational command structure. It is understood that not all actions are time sensitive and/or need to be approved at the highest levels of the Contractor's management. i. The Field Supervisor is responsible for: • Real-time, non -dispatch center -initiated System Status Plan staffing adjustments -- - and minimizing unscheduled unit out -of -service and turnaround times at receiving facilities. • Investigating vehicle and general liability issues. • Initial management of workers compensation issues. • Managing .employee performance issues, and customer or stakeholder complaints. H. The Field Supervisor shall also: • Integrate into the ICS structure, assisting with management of complex incidents as needed or requested by partner agencies, • Collaborate and cooperate with ICEMA leadership, managers and support personnel, and • Communicate with the ICEMA on -call Duty Officer. 6.5 PERSONNEL LICENSURE AND CERTIFICATION A. All persons employed by Contractor in the performance of its work, shall be competent and hold appropriate licenses, certifications, and permits in their respective professions and shall undergo a criminal record check. These provisions shall apply to all new employees brought on to start and continue services under this contract and excludes any incumbent San Bernardino County accredited and qualified EMT, paramedic, field supervisor, or existing ambulance management employees accepting employment with Contractor who meets all requirements of ICEMA as contained in these sections. Notwithstanding the foregoing, ICEMA retains its regulatory licensing and certification authority. B. All of Contractor's ambulance, and Field Supervisor personnel responding to emergency medical requests shall be currently and appropriately certified and/or licensed to practice in the State of California and, for paramedics, accredited in San Bernardino County. Certification and accreditation requirements are as stated on the ICEMA website www.sbcountv.aovticema and the website of the State EMS Authority www.emsa.ca.gov. C. At all times, Contractor shall retain current documentation including issued course completion certificates and/or cards of all credentials required by ICEMA and/or the State of California including but not limited to copies of current and valid EMT -Basic Certification and Paramedic License and Accreditation documentation for all emergency medical personnel including supervisory and management staff performing services under this Agreement. PAGE 39 D. Contractor shall provide ICEMA with real-time access 24 hours a day, 365 days a year to all such records and reporting tools within its database approved by ICEMA. Failure to retain such records and/or permitting personnel to provide services absent required credentialing shall be immediately reported to ICEMA with a correlating corrective action plan. E. Contractor shall participate in the DMV Employer Pull Notice (EPN) program. 6.6 TRAINING AND CONTINUING EDUCATION A. Training and Continuing Education Program Requirements: (1) Contractor shall maintain approval by ICEMA as an EMS Continuing Education provider (CE provider), as defined in Title 22 of the California Code of Regulations, Division 9, Chapter 11, Section 100390. (2) Contractor must provide a comprehensive training/education program for all their paramedic and EMT -Basic personnel. Joint training sessions for ambulance and fire service first responders are required at mutually agreed to frequencies. Contractor's employee training program shall be subject to approval by ICEMA and include, but not be limited to: a. Advanced training for EMT -Basics staffing ALS ambulances. -- b. Orientation to the San Bernardino County EMS System. - c. Customer service and cultural sensitivity. d. Pre -accreditation field evaluation for paramedics. e. Post -accreditation education, supervision, evaluation. _ - f. Customer Service and cultural sensitivity, intelligence/humility, including Lesbian, Gay, Bisexual, Transgender, Queer/Questioning+ (LGBTQ+) Awareness and Sexual Harassment Training. g. Continuing education that is linked to quality improvement activities, including skills, procedures protocols, issues, and other programs such as Just Culture. h. Programs and activities to maintain uniform skill proficiency. I. Develop comprehensive training and education opportunities with fire service and ambulance personnel. j. HIPAA, Privacy, and Compliance Training. k. Meets all training standards established by ICEMA Policy 1030R1. (3) Contractor shall maintain a single electronic database for all clinical personnel utilizing and will provide ICEMA access to this database. The database will be continually updated so that records are current. The database will include, but not be limited to: a. Employment status (e.g., currently employed by, previously employed by) b. Certification/licensure (4) Paramedic accreditation (5) Required certifications within the contract: Basic Life Support (BLS), Cardiopulmonary Resuscitation, (CPR), Advanced Cardiovascular Life Support (ACLS), Pediatric Advanced PAGE 40 Life Support (PALS), Prehospital Trauma Life Support (PHTLS) and BLS / Advanced Life Support (ALS) skill refresher and Emergency Vehicle Operator Course (EVOC). (6) PALS and PHTLS certifications can be provided to ICEMA by October 1, 2025. (7) Any on -going training required by the ICEMA Medical Director (e.g., quarterly training). B. Paramedic Training Requirements: (1) Pediatric Advanced Life Support or Pediatric Emergencies for the Prehospital Provider. (2) Prehospital Trauma Life Support or International Trauma Life Support, Basic Trauma Life Support or equivalent as determined by ICEMA. (3) Advanced Cardiac Life Support. (4) Bariatric Training to ensure safe movement and transport of morbidly obese patients. (5)= Incident -Command System (ICS), 100, 200, 700 for non -supervisory personnel, and ICS- 100, ICS-200, ICS=300, IS-700, IS-800, and SEMS for Field Supervisory personnel. (6) Multi -Casualty -Incident (MCI) Response training that includes ICEMA MCI Plan, and ReddiNet awareness. E. EMT -Basic Training Requirements (1) Cardiopulmonary Resuscitation Certification (2) Bariatric Training to ensure safe movement and transport of morbidly obese patients. (3) Multi -Casualty Response training that includes ICEMA MCI Plan, and ReddiNet awareness. F. Additional Qualifications and Training (1) Contractor shall train all ambulance personnel, supervisory, and management staff in their respective roles and responsibilities under ICEMA Multi -Casualty Incident Plan including training if appropriate, in the ReddiNet system to prepare them to function in the medical/health portion of the ICS. (2) Contractor shall provide ambulance personnel with the training, knowledge, understanding, and skills to effectively manage patients with psychiatric, druglalcohol, or -- -other behavioral_ or stress related problems, as well as difficult scenes on an on- going basis. (3) Contractor -shall provide EVOC training to promote safe driving and prevent vehicular crashes/incidents to each of its personnel who operate a vehicle in performing service under this Agreement, including on -going driver -training for ambulance and field supervisory personnel. (4) Contractor shall provide training to all prehospitai personnel in prevention, Personal Protective Equipment (PPE), and universal precautions. (5) Contractor may offer and/or require additional personnel qualifications and training beyond ICEMA requirements, including local optional scope of practice training. PAGE 41 (6) Contractor shall ensure paramedics participating in the Sheriff SWAT program are trained to the California Tactical Casualty Care (TCC) training program and the Tactical Emergency Medical Services (TEMS), to respond as a medical support services provider to critical law enforcement incidents. (7) Contractor shall provide an EMS education program and make it available to all San Bernardino County EMS System providers to include: a. Access to advanced clinical education equipment, including airway heads, MCI training kits IV/10 arms and moulage kits. b. Access to high-fidelity simulation manikins. c, Access to online training for continuing education 6.7- AMBULANCE WORK SCHEDULES AND WORKING CONDITIONS A Contractor's work schedules and assignments shall provide reasonable working conditions for ambulance personnel. - - B. At least 5100 of the employers' schedule shall be Contractor's full-time employees. C. Contractor's work schedules and assignments shall provide reasonable working conditions for ambulance personnels Ambulance personnel cannot be fatigued to an extent that their judgment or motor, skills might be impaired. Ambulance personnel must have sufficient rest periods to ensure that they remain alert and well -rested during work periods. D. Daily and -monthly monitoring of the 911 system Unit Hour Utilization (UHU) to address employee fatigue. - E. Contractor shall make available to ICEMA, copies of work schedules, (individual and collective), shift assignments, policies including those related to workload protection, and any - audit criteria related to work schedules and working conditions. - F. Contractor shall establish best practices to minimize the turnover rate among the Contractor's personnel and report annually it's employee turnover rate. G. Contractor shall provide its policy to ICEMA describing how Contractor measures workload and fatigue for ambulance crews. H. Contractor shall provide its personnel recruitment and screening processes. I. Contractor shall provide a copy to ICEMA of Its employee retention program. J. Contractor shall make available a copy to ICEMA the organization's programs, policies, and procedures for occupational health and safety and communicable disease control, including communicable disease prevention. K. Contractor shall make available a copy of the organization's pre -employment and on -going physical and mental health ability evaluation processes. 6.8 CREW STATIONS AND SUB -STATIONS A. The Contractor shall provide stations and sub -stations or other strategic posts that are accessible to on -duty field -based personnel 24/7/365. At a minimum, these facilities shall: PAGE 42 (1) Be climate controlled (air conditioning and heat) (2) Sleeping quarters to accommodate 24-hour personnel (3) Have adequate and comfortable seating to accommodate a complete on -duty crew (4) Have at least one operable toilet, sink, and microwave as well as a desk, and chair (5) Have data capability to enable patient care charting and uploading of documents (6) Have adequate accommodations to meet the needs of nursing mothers (7) Be compliant with the Occupational Safety and Health Administration (OSHA)/California OSHA (Cal OSHA) regulations B. Any changes to the locations of Contractor's stations, substations or local headquarters will be subject to approval of the ICEMA Administrator. Such approval shall not be unreasonably withheld. 6.9 COMPENSATION AND BENEFITS A. The Contractor should provide reasonable compensation and benefits, equal to or greater _ - than what is being provided to the incumbent workforce to attract and retain experienced and - - highly -qualified -ambulance personnel to be compliant with 1797.230 and 1797,231. The Contractor is encouraged -to establish programs that result in successful recruitment and retention of personnel. B. Contractor shall provide to-ICEMA completed copies of the compensation package for all personnel required, under, this Agreement including Dental and Optical insurance coverage. comparable to fire department operations in the same geographic region. C. Additional employee programs shall include but are not limited to: (1) Financial bonuses related to retention, sign -on and re -location programs (2) EMT to Paramedic scholarships 6.10 COMMUNICABLE DISEASES. EMPLOYEE SAFETY, WELLNESS AND PREVENTION A. Contractor shall have an ICEMA approved Communicable Disease Policy that complies with all Occupational Safety and Health Administration (Cal -OSHA) requirements and other regulations related to prevention, reporting of exposure, and disposal of medical waste. All prehospital personnel shall be trained in prevention, personal protective equipment, and universal precautions. B. Contractor shall have a pre -employment and on -going physical ability evaluation processes. C. Contractor shall_ have communicable disease control and safety policies and procedures. D. Contractor shall ensure appropriate PPE provided to ambulance crews to include at a minimum: • Eye protection on person, in carry -in bags and in the vehicle • Direct access to 3E Safety Data Sheets (SDS) online binder • Surgical masks • Impervious gowns PAGE 43 • Exam gloves in appropriate sizes • Waterless viricidal hand cleaner & towelettes • Easily accessible sharps disposal containers • Impervious shoe covers • N95/P100 respirators (annual mask fit testing for all employees) • Disposable absorbent barriers (chux) • Lined Paper sheets to protect patients • High visibility coats, jackets and/ or vests • Containers for disposal of bio-hazardous waste • Sharps and pharmaceutical waste, red biohazard bags and • Yellow infectious linen bags Department of Transportation (DOT) HazMat reference book E. Contractor shall have an employee wellness program and health screenings that are designed to help employees improve their overall physical health. F.-Contractor.shall:have an: infection prevention program that emphasizes aggressive hygiene - - practices and proactive personal protective equipment donning (e.g., eye protection, gloves, etc.). Or Contractor -shall maintain _and strictly enforce policies for infection control, cross -contamination, and soiled.materials-disposal to decrease the chance of communicable disease exposure and transmission. H. Contractor shall develop an injury prevention program to reduce work injuries such as back injuries with the use of power assisted gurney and other employee safety measures. i. Contractor shall establisha stress management and employee resilience program for its -- -- - - -- -- — -- employees to include an on -going stress reduction program, a critical incident stress action plan; and reliable access to trained and experienced professional counselors through an employee assistance program. J. Any changes to Communicable Diseases, Employee Safety, Wellness and Prevents programs shall be approved by the ICEMA Administrator. 6.11 PROFESSIONAL CONDUCT ICEMA expects and requires professional and courteous conduct and appearance at all times from Contractor's ambulance personnel, managers, and executives. Contractor shall address and correct any departure from this standard of conduct. PAGE 44 SECTION VII - CLINICAL PERFORMANCE STANDARDS 7.1 ICEMA MEDICAL OVERSIGHT A. ICEMA will furnish medical control services including the services of the ICEMA Medical Director for all system participants' functions in the EMS System (e.g., medical communications, First Responder Agencies, transport providers). B. ICEMA, through base hospital physicians (as defined in Health and Safety Code section 1797,59), shall also provide online medical control to field personnel 24 hours a day, seven days a week, 365 days a year. C. ICEMA recognizes the unique role of the ICEMA Medical Director in delegating to Contractor's personnel the authority to perform certain medical interventions in accordance with the standards outlined by California law. -= - D. Contractor shall immediately notify ICEMA of potential violations of the California Health and Safety Code, California Code of Regulations, or ICEMA policy and protocols. Contractor shall complete an incident or unusual occurrence report within 24-hours for personnel -- - involved in an unusual occurrence. Contractor shall cooperate fully with ICEMA and/or the California EMS Authority in the investigation of an incident or unusual occurrence. 7.2 PROTOCOLS, POLICIES, AND PROCEDURES A. To ensure appropriate levels of quality care, Contractor and its personnel shall comply with -all ICEMA policies, procedures, and medical protocols and other requirements established by the ICEMA Medical Director. B.- - ICEMA may require that any of the Contractor employees attend a medical reviewlaudit when necessary for clinical quality improvement purposes, at no cost to EMS Agency or the County. 7.3 CLINICAL QUALITY IMPROVEMENT -- The goal of Contractor's Quality Improvement Plan is to attain the highest level of performance for - an emergency medical services system in California. Services and care delivered must be evaluated by the Contractor's internal quality improvement processes and, as necessary, through ICEMA's _quality improvement procedures to improve and maintain clinical excellence. A. Contractor shall be financially responsible for FirstWatch products, FirstWatch OCU, and - FirstPass. Contractor also commits to pay all costs for data source integration including initial -- __ implementation costs, ongoing annual support, and maintenance charges. The FirstPass _ - module will be used to monitor Contractor's clinical performance. B. The Contractor must- make a continuous effort to detect and correct performance deficiencies and to continuously upgrade the performance and reliability of the entire EMS system. Clinical and response -time performance must be extremely reliable, with equipment failure and human error minimized through constant attention to performance, protocol, procedure, performance auditing, and prompt and definitive corrective action. C. The Quality Improvement (QI) program must meet the requirements of Title 22 of the California Code of Regulations, Division 9, Chapter 12 (EMS System Quality Improvement), ICEMA policies and related guidelines and documented utilizing the EMSA Approved EMS PAGE 45 Quality Improvement (EQIP) Template. D. The program must be an organized, coordinated, multidisciplinary approach to the assessment of prehospital emergency medical response and patient care to improve patient care service and outcome. E. The program may not be limited to clinical functions alone. It must include methods to measure performance, identify areas needing improvement, development, and implementation of improvement plans, and then evaluate the results. The program shall describe customer service practices. 7.4 QUALITY PERFORMANCE Contractor shall develop a written quality improvement plan which shall be approved by ICEMA. A. Contractor must submit the EMS Quality Improvement Plan (EQIP) plan prior to the Service Start Date. The plan shall be consistent with the guidelines outlined in California Code- of_Regulatiow-Title 22, Division 9, Chapter 12 and ICEMA's EMS Quality Improvement Plan and adhere to any future changes to the plan. The plan must be an organizedi coordinated, multidisciplinary approach to the assessment of prehospital emergency medical response and patient care for the purpose of improving patient care service and outcome. The plan may not be limited to clinical functions alone. It must include - methods to measure performance, identify areas needing improvement, development and -_ - implementation of improvement plans, and then evaluate the results. The program shall describe customer service practices. B. Ongoing QI requirements: (1) Review and submit the EQIP annually for appropriateness to the provider's operation and revise as needed. (2) Develop, in cooperation with appropriate personnel/agencies, a performance improvement action plan when the quality improvement program identifies a need for improvement. If the area identified as needing improvement includes system clinical issues, collaboration is required with ICEMA Medical Director or their designee. (3) Submit a monthly report to ICEMA to show compliance with the approved plan and areas for improvement including key performance indicators developed in collaboration with ICEMA. (4) Provide the County with an annual update, from date of approval and annually - _ thereafter, on the provider's QI program. The update shall include, but not be limited to, a summary of how the QI program addressed the program indicators. (5) Contractor shall actively participate in ICEMA's Quality Improvement process that may include making available relevant records for program monitoring. This commitment includes, but is not limited to: a. Active participation of Contractor's senior leadership (Operations Manager, Clinical Manager, Medical Director) in EMS groups or committees dealing with quality management. b. Designation of a Clinical Quality Manager to oversee Contractor's quality program PAGE 46 c. Submission of monthly comprehensive key performance indicator reports to ICEMA. d. Involvement in projects designed to improve the quality of EMS in San Bernardino County, including the submission of data that would allow the county to participate in participation in State and National Benchmarking, including California's EMS System Core Quality Core Measures Project, Cardiac Arrest Registry to Enhance Survival (CARES), National EMS Quality Alliance (NEMSQA) (formerly EMS Compass), and Mission: Lifeline. e. Contractor shall review at a minimum 10% of randomly selected for each type of ALS, BLS, and CCT transport by the Clinical QI team or designated staff. f. Active participation, when available, in local Health Information Exchange (HIE) data sharing initiatives approved by ICEMA. 7.5 QUALITY PROCESSES AND PRACTICES The Contractor shall strive for clinical excellence. This includes, but is not limited developing a score card to track and monitor performance of: A. Clinical care and patient outcome. B. Skills maintenance/competency. C. Mastery of ICEMA Policies and Procedures. D. Patient care and incident documentation. E. Evaluation and remediation of field personnel. -- F. Measurable performance standards. G. Implementation and operationalization of its Quality Improvement Plan. 7.6 ICEMA EMS CLINICAL PERFORMANCE MEASURES ICEMA requires the Contractor to develop Clinical Performance Measures in coordination with the -- — ICEMA Medical Director. An example of clinical standards is identified in Exhibit 6. Contractor may establish additional Clinical Performance Measures. Clinical Performance Standards will become part of the Contractor's QI plan as outlined in Section 7.3 and according to ICEMA policy, It is understood, due to the nature of Clinical Performance Standards, a phase -in discovery period as defined in Section 7.7 will be necessary, and standards may not be fully defined at the beginning of the Agreement. 7.7- _ MEASUREMENT OF CLINICAL PERFORMANCE STANDARDS Clinical Performance Standards are a performance -based approach rather than an undefined level of effort. The Contractor shall commit to employing whatever level of effort is necessary to achieve the agreed -upon Clinical Performance Standards approved by the ICEMA Medical Director, The ICEMA Medical Director will have the final approval of all performance measures implemented as part of this agreement. Below are specific timelines for these performance standards to be PAGE 47 developed in collaboration with ICEMA. A. 0-6 months of agreement: Build and test measurement system to establish benchmarks and develop a mutually agreed upon Indicator Specifications Sheet to identify specific performance measures. B. 6-12 months: Run reports to collect data, develop standards of performance, provide training and test improvement methods. C. 12-18 months: Examine performance, address deficiencies, finalize thresholds, and establish underperformance requirements which may include liquidated damages. It is understood that adequate time is being provided to determine a baseline measurement for each of the finalized clinical performance standards. The Contractor shall ensure EMS personnel are trained to these standards in a manner consistent with this goal. 7.8 CLINICAL PERFORMANCE STANDARD LIQUIDATED DAMAGES It lathe goal of ICEMA is to ensure the delivery of quality of clinical care that adequately addresses the medical condition for all patients. To adequately implement these measures, there is an extended period of eighteen months to identify, test, implement a process to measure specific -- clinical performance, and evaluate performance improvement strategies. A: Contractorshallwork with ICEMA to identify baseline compliance rates and set an anticipated increased growth toward higher compliance rates over a defined period as outlined in 7.7 above. If Contractor underperforms, based on baseline compliance rates, Contractor shall conduct a comprehensive performance improvement process that includes identification of root cause. Contractor will be required to implement a corrective __ acfion plan. The ICEMA Medical Director will work in consultation with the Contractor to make recommendations and have final approval of any corrective actions prior to implementation. If this process is not implemented. B. Contractor understands and agrees that the failure to comply with Clinical Performance Standards or other requirements in this Agreementwill result in damage to ICEMA and the County. It will be impracticable to determine the actual amount of damage whether in the event of underperformance or nonperformance, failure to meet standards or any other deviation. Therefore, Contractor and ICEMA agree to the process to establish liquidated damages specified in this Agreement. It is expressly understood and agreed that the liquidated damage amounts are not to be considered a penalty, but shall be deemed, taken, and treated as reasonable estimate of the damages to the County. If all corrective _ actions identified are implemented, no liquidated damages will be assessed. C. Contractor understands that Clinical Performance Standards will be periodically updated to reflect current medical standards. Liquidated damages paid by Contractor for each Clinical Performance Standard in which the Contractor fails to maintain the requisite compliance after a comprehensive Performance Improvement Plan shall be assessed. D. The Contractor shall pay liquidated damages to ICEMA for the underperformance of Clinical Performance Standard as measured quarterly unless exempted by ICEMA using the FirstWatch program. An example of clinical liquidated damages assessments is located in Exhibit 6. E. Exemptions include, but are not limited, to the following: PAGE 48 (1) Verified equipment failure with appropriate documentation of reporting and resolution. (2) Verified technical failure to upload 12-lead ECG. (3) Communication failure for advance notice of trauma and stroke. (4) Patient declines treatment and it is properly documented. (5) Specialty care center unable to accept stroke, STEMI, or trauma patient, (6) Higher priority concerns take precedence (e.g., scene safety). F. The Contractor understands ICEMNs Independent verification of meeting clinical metrics derives from documenting the care consistent with the data standards brought forth by the National EMS Information System (NEMSIS) and the California EMS Information System (CEMSIS). All assessments, treatments, and specialty care notifications shall be captured in the appropriate designated NEMSIS field. Any documentation in an inappropriate field, such as the narrative only, will not be counted toward the numerator in the compliance calculation. PAGE 49 SECTION VIII - DATA AND REPORTING 8.1 FIRSTWATCH SYSTEM REQUIREMENTS System Requirements for response time and clinical performance measurement. Contractor shall fund the full startup and ongoing costs of ICEMA's agreement with FirstWatch. With the use of their Online Compliance Utility (OCU) and FlrstPass data programs, ICEMA will monitor the performance of Contractor in delivering services to the Comprehensive Service Area under the terms of this Agreement. Contractor and system partners shall be granted access to their data in OCU and FirstPass by ICEMA. The FirstWatch data platform will be linked to ICEMA's ImageTrend Electronic Patient Care Report (ePCR), the ICEMA designated EMD Center and Contractors dispatch to automate the process of compliance reporting, provide real-time clinical and operational performance dashboards and enable prompt alerting based upon events transpiring in the EMS system. 8.2 DATA AND REPORTING RESPONSIBILITY Contractor shall provide detailed operations, clinical, administrative, and financial data as requested and, in a manner, approved by ICEMA. 8.3 PERFORMANCE DATA AND REPORTING A. Contractor will collaborate with ICEMA to provide routine and ad hoc reports. B. Contractor shall support the implementation of technology that will fully integrate electronic records and alignment of data sets EMS system -wide, in cooperation with ICEMA. A fully implemented tool will be capable of the following: (1) Allow for quantitative reporting of overall clinical and operational performance, which -- - -- — can be tied to providing integrated EMS system patient care solutions, training and -_community prevention, meaningful data comparison, and greater collaborative research opportunity; and (2) Provide real-time data access to any partnering agencies for use in fire -based EMS QI activities. (3) Contractor shall work in earnest and good faith with ICEMA on all data initiatives used to support clinical care and quality improvement. 8.4 ELECTRONIC PATIENT CARE REPORTING Contractor will be required to provide (ePCR) data, in a form and timeframe prescribed by ICEMA, pursuant to California Health and Safety Code section 1797.227 and approved by the ICEMA Medical Director, for patient documentation on all EMS system responses by Contractor and/or fire departments within the County including patient contacts, cancelled calls, and non -transports. The ePCR shall be accurately completed to include all information required by ICEMA and Title 22 of the California Code of Regulations, Division 9, Chapter 4, Article 8, Section 100171. A. The ImageTrend ePCR platform, is the ICEMA preferred patient care report system and Contractor is required to pay the annual fee for licensing this product. B. The ePCR system has the capability of mobile data entry in the Contractor's ambulances, supervisor support vehicles and fire first response vehicles, as well as at the patient's bedside. PAGE 50 The ePCR system complies with the current versions of NEMSIS and CEMSIS. In accordance with Health and Safety Code 1797.227. Compliant means a system that has been tested and certified "compliant" by NEMSIS. The ePCR system complies with the current mapping standards and data dictionary, as promulgated by EMSA and ICEMA. The ePCR system must be interoperable with other data systems, including the functionality to exchange electronic patient health information with other entities such as EMSA's Patient Unified Lookup System for Emergencies (PULSE) and hospitals in an HL7 format. C. The ePCR system has the capability to: (1) Link with the CAD to import all data for all calls. (2) Search a patient's health record for problems, medications, allergies, and end of life decisions to enhance clinical decision making in the field; (3) Alert the receiving hospital about the patient's status directly onto a dashboard in the emergency department to provide decision support. -__ (4). File the Emergency Medical Services Patient Care Report data directly into the patient's electronic health record for a better longitudinal patient record. - (5) Reconcile the electronic health record information including diagnoses and disposition back - into the EMS patient care report for use in improving the EMS system. D. ICEMA approved ePCR-must be completed for all patients at the earliest opportunity consistent with EMS Agency policy, pursuant to California Health and Safety Code, Section 1797.227. - E. _ Contractor's_ ePCR mustprovideother data points consistent with the CEMSIS and ICEMA validation system, including any needed modifications to support EMS system data collection. F _ As health information systems evolve, the Contractor agrees to work with ICEMA and local -hospitals to establish, and/or participate in, a Health Information Exchange (HIE) with each -receiving facility, with automated data sharing for purposes of enhancing EMS system -level -_,treatment payment and operations through continuous quality improvement activities, Including analysis of outcome data associated with individual patients. Should Contractor demonstrate that such HIE efforts have an associated financial Impact, Contractor and ICEMA agree to meet -- - and confer over that impact to cost or revenue. 8.5 RECORDS AND REQUIRED REPORTS A. Personnel Reports: (1)-Contractor shall provide ICEMA with a list of all EMT -Basics and Paramedics employed by ---- -- - -Contractor, as -part of the ICEMA Agreement, as of the commencement date of the Agreement, who may provide services under this Agreement, and quarterly thereafter and shall update that list whenever there is a change throughout the year. This requirement - may be met by Contractor keeping their employee certification and training database platform up to date. (2) The personnel list shall include, at a minimum: a. Name b. California Paramedic license number and expiration date or EMT -Basic certification number and expiration date c. Expiration date of all required courses d. California Driver's License number PAGE 51 e. Residential address f. Email address B. The County expects Contractor to proficiently plan for and manage turnover so as to ensure the stability of its operations at all levels. Contractor shall develop and implement mechanisms to track, report, and provide information to the ICEMA Administrator. 8.6 COMMUNITY REPORT A. Contractor shall provide an annual report to ICEMA on community programs and activities including, but not limited to: (1) Number of conducted community education events (2) First Responder/Law Enforcement Training (3) CPR classes taught in Spanish and Mandarin language, including warning signs of heart attack and stroke (4) Drowning prevention programs -- - -(5) - Community Emergency Response Team (CERT) volunteer training in Spanish (6) Opioid awareness education in schools (7) Narcan leave behind and narcotic/drug drop box programs (8) Drunk driving prevention in schools (9) Choking prevention 00) Diabetes education/blood sugar checks (11) Appropriate use of vehicle child -restraints (12) Trip/fall hazards prevention (13) Public relations activities (14) Employee recognition 8.7 CUSTOMER FEEDBACK SURVEYS A. Customer Service Outreach and Customer Inquiries: (1) Contractor will provide a platform for internal and external community feedback and conduct regular internal randomized Customer Service Evaluation audits. Contractor will develop an enhanced patient satisfaction survey to assess, compare and provide third - party reports on how patients perceive the quality of care and will provide access to comments to ICEMA quarterly. All complaints may be anonymous but are to be counted with a unique identification number along with date and time of receipt. (2) Contractor shall have a customer service telephone line giving customers and system participants the ability to contact a designated liaison of the Contractor's leadership team to discuss recommendations or suggestions for service Improvements. The telephone line PAGE 52 shall be accessible without charge to all callers within the continental United States. (3) The number may be answered by a designated manager or provide an opportunity for the caller to leave a voicemail message. The number will be published on the Contractor's website and publicized at local healthcare facilities and public safety agencies. (4) If the number is answered by an automatic greeting and/or menu selection, the initial message must immediately convey that this is a customer service line, and if caller has an emergency to hang up and dial 911 in case the caller inadvertently called the customer service line looking for emergency service. (5) Members of the Contractor's management team are to be notified of any complaint calls. Incidents that require follow-up to the customer must be resolved by the end of three (3) business days from when the call was received, and if not possible, notification must be made to the customer with the status of the request. B. Handling Service Inquiries and Complaints: - (1 ) Contractor shall log the date and time of each inquiry and service complaint. Contractor _- shall provide "a prompt response and follow-up to each Inquiry and complaint. Such responses shall be subject to the limitations imposed by patient confidentiality restrictions. -(2) =Contractor shall submit to ICEMA, on a monthly basis, a list of all complaints received and _ - the-disposition/resolution._ Copies of any inquiries and resolutions of a clinical nature shall be referred to the EMS Medical Director using ICEMA's unusual occurrence procedure - _ within twenty-four (24) hours of the initial inquiry. C. _Contractor shall submit the results of a customer satisfaction survey administered by a third - party to the ICEMA Administrator annually. 8.8 OTHER REPORTS z - A. Contractor shall promptly allow for the inspection of and/or provide a copy of other reports and/or records as may be reasonably required by ICEMA Administrator. B. These reports and/or records include copies of any memos and/or other correspondence distributed to field personnel related to EMS clinical or operational issues as well as newsletters or updates provided to Contractor's personnel and/or system stakeholders. PAGE 53 SECTION IX - SUB -CONTRACTING 9.1 SUB -CONTRACTING RESTRICTIONS Except for the sub -contracting provisions specified herein, Contractor shall not assign or sub- contract any portion of the Agreement for services to be rendered without prior written consent of County, which County may withhold in its sole discretion, and any assignment made contrary to the provisions of this section may be deemed a material breach of the Agreement and, at the option of County shall not convey any rights to the assignee. PAGE 54 SECTION X -ADMINISTRATIVE REQUIREMENTS 10.1 REGULATORY AND POLICY REQUIREMENTS A. Contractor shall provide services in accordance with the requirements of California Health and Safety Code sections 1797 et seq„ California Code of Regulations, Title 22, Division 9, and ICEMA Policies and Procedures, and all other applicable State and Federal requirements, including any amendments or revisions thereof. B. Contractor shall follow all direction provided by the Executive Officer, EMS ICEMA Administrator, their designee, or the ICEMA Medical Director. C. Contractor will cooperate with ICEMA's ongoing development of policies and procedures for appropriate patient care. „10.2 COMMISSION ON ACCREDITATION OF AMBULANCE SERVICES Contractor and Subcontractor shall become accredited by the Commission on Accreditation of Ambulance Services (CAAS) for the Comprehensive Service Area within 18 months following commencement of the.Contract term and shall maintain this accreditation throughout the terms of this Agreement. 10.3 NEW EMPLOYEE AND COMPANY ORIENTATION A. Contractor shall properly orient all field personnel before assigning them to respond to emergency medical requests. Such orientation shall be approved by ICEMA and include at a minimum: - _- .- (1) Pre -employment seven -panel drug screen - (2) Pre -employment Department of Transportation (DOT) physical (3) Criminal records background check, sex offender registry and OIG (4) Licensure verifications (5) Three-year motor vehicle records and Insurance approval - - (6) Pre -employment cognitive written exam — scoring 75% or higher (7) Pre -employment psychomotor practical skills exam — scoring 75% or higher (8) Oral interviewwith management (9) Successful completion of 40-hour classroom orientation - (10) Successful completion of 48-hour clinical ride (11) Completion of Company Equipment and Vehicle Operation (CEVO) course (12) Agency policies and procedures (13) Radio communications with and between the provider agencies, base hospital, receiving hospitals, and County communications centers PAGE 55 (14) Ambulance and equipment utilization and maintenance (15) Continual orientation to customer service expectations (16) Performance improvement (17) The billing and reimbursement process, and compliance B. Cognitive and Psychomotor Examination (1) Paramedic and EMT cognitive exams based on the national standard curricula by the National Highway Traffic Safety Administration (NHTSA). (2) Psychomotor examination consisting of five (5) separate skills in a scenario -type format to approximate the abilities of the EMT or paramedic to function in the out -of -hospital setting. C. Candidates must demonstrate an acceptable level of competency in the following skills: (1) Patient Assessment —Trauma (2) Ventilatory Management (3) Basic Life Support (4) Advanced Cardiac Life Support Megacode (Paramedic Only) (6) IV and Medication Administration (6) OB-GYN and Pediatric Emergencies 10.4 EMS ORIENTATION A. Contractor shall ensure that all field personnel, not previously employed in San Bernardino County, attend a Contractor orientation to the San Bernardino County EMS System which shall be approved by ICEMA. B. This orientation shall offer an overview of the San Bernardino County EMS system, review of -- ICEMA EMS Policies and Procedures with particular attention to specialized systems of care, EMS documentation requirements, and Local Optional Scope practices. 10.5 HEALTH AND SAFETY/INJURY AND ILLNESS A. Contractor shall have an EMS Agency Occupational Safety and Health Policy that complies with all California Occupational Safety and Health Administration (Cal OSHA) requirements and other regulations related to prevention, reporting of exposure, and disposal of medical waste. B. All prehospital personnel shall be trained in prevention, Personal Protective Equipment (PPE), and universal precautions. C. The Health and Safety program shall include, at a minimum: (1) Pre-screening of potential employees (including drug testing consistent with California law) (2) Initial and on -going driver training (3) Lifting technique training PAGE 56 (4) Hazard reduction training (5) Review employee healthlinfection control related information such as needle sticks, employee injuries, immunizations, exposures and other safety/risk management issues. (6) Involvement of employees in planning and executing its safety program; and (7) Review current information related to medical device FDA reportable events, recall, equipment failure, accidents. D. Contractor's health, safety and risk mitigation process will include, at a minimum: (1) Gathering data on all incidents that occur among the Contractor's workforce. (2) Analyzing the data to find causative factors and determine preventive measures. (3) Devising - policies_ prescribing safe practices and providing intervention in unsafe or unhealthy work -related behaviors. (4) Gathering health and safety information as required by law. -_ - (5) Implementing training and corrective action on health and safety related incidents, as required by law. -- (6) Providing initial and on -going training on safe practices and interventions. (7) Providing safe equipment and vehicles E._.Contractor shall provide adequate PPE to employees, including universal precautions for routine care,- uniforms and personal protective gear to employees working in hazardous environments including but not limited to rescue operations and motor vehicle collisions. The - Contractor shall select this equipment in conjunction with field providers to ensure it complies with current workflow and will be adapted in the care process. All field providers must be trained intheuse of PPE and fit tested when appropriate. Policies and procedures must clearly -° describe the routine use of PRE on all patient encounters. The Contractor_ shall maintain_ uniform standardization as approved by ICEMA. F. PPEshallmeet all State and Federal requirements specific to EMS use and State of California EMS Authority recommendations for PPE. At a minimum, personal protective gear shall include appropriate protection for: (1) Head (e.g,, safety helmet) (2) Eyes (e.g., safety helmet face shield or goggles) (3) Ear protection (4) Skin (e.g., jacket and gloves) -- -- - (5) Respiratory protection (e.g., face masks and N95 masks) 10.6 EVOLVING OSHA AND OTHER REGULATORY REQUIREMENTS A. if regulatory requirements change for occupational safety and health, including but not limited to, infection control, blood borne pathogens, and TB during the term of this Agreement the Contractor shall adopt procedures that meet or exceed all requirements. B. Contractor shall make health screening and all currently recommended immunizations available PAGE 57 to its high -risk personnel at no cost. 10.7 SUPPORT OF LOCAL EMS TRAINING ACTIVITIES A. The County EMS system is composed of multiple individuals and agencies. ICEMA expects the Contractor to collaborate and work with these system stakeholders in improving service, clinical care, and system performance. The stakeholder groups include but are not limited to, physicians, nurses, paramedics, EMT -Basics, and fire service personnel. B. In an effort to continually bring new caregivers Into the EMS system, Contractor shall: (1) Offer educational opportunities for EMT -Basic students to ride -along on Contractor's ambulances. Preference should be given to local EMT training programs. Participating programs will be required to execute a ride -along agreement with Contractor. (2) Provide preceptors and internships for paramedic students enrolled in community colleges - -- and private training programs located in San Bernardino County. These local training programs -will generally have priority over out -of -county training programs, but not over Contractor's local employees who may be enrolled in an out -of -county training program. 10.8 SPECIAL TEAMS AND EVENTS --_— - ---- A. -- -Contractor shall develop or expand the following special operational programs: (1) Fire/Unique Incident Medical Support (2) Enhanced Remote Response Capabilities (3) Tactical Medic Program (4) Paramedic Bicycle Team - - 10.9• PARTICIPATION IN EMS SYSTEM DEVELOPMENT A. ICEMA anticipates further development of its EMS system and regional efforts to enhance disaster and mutual -aid response, ICEMA requires that its provider(s) actively participate in EMS activities, -committee meetings, and work groups including disaster preparedness planning. Contractor shall participate and assist in the development of system changes. B. Contractor shall explore a telehealth option with ICEMA and the ICEMA Medical Director to develop a telehealth technology program incorporated into the caregivers ePCR tablet that may allow patients to receive the right care at the right time with the right resources reducing the financial burden on the patient of an ambulance transport and emergency department bill. C: Providing person -centered care, such that beneficiaries receive the appropriate level of care while having greater control of their healthcare through the availability of more options. D. Encouraging appropriate utilization of services, to meet healthcare needs effectively. E. Increasing efficiency in the EMS system, to more readily respond to and focus on high- acuity cases. F. Contractor will be expected to work with ICEMA and EMS system participants to analyze the benefits of new innovative programs and discuss the implementation and value of telehealth programs for San Bernardino County. PAGE 58 10.10 COMMUNITY PARAMEDICINE A. Contractor, and EMS Agency shall work together to provide additional creative solutions to support the health and welfare of community members through the utilization of fire and ambulance personnel to conduct programs such as reduction of repeat hospital visits with patient home follow-up, transportation to alternate locations. B. Contractor shall meet and confer on the potential implications of local Community Paramedic programs. All programs must be approved by ICEMA. C. Contractor will provide Rapid Resource Vehicles with the approval of ICEMA and area hospitals to provide additional staff, system resources, replenish stretchers and other equipment, with the goal of reducing Ambulance Patient Offload Delays (APOD). D. Behavioral Health Units -Contractor will consult with ICEMA and the ICEMA Medical Director _on the implementation of its new secure Behavioral Health Transportation vehicles to reduce _ emergency department waiting time and unnecessary ambulance transport. This new added service will be available on April 1, 2024 10.11 COMMUNITY EDUCATION A. Training a Future_ Workforce -As part of a recruiting and hiring approach, within one (1) year of startup, Contractor will provide free EMT training and certification to entry level trainees who want to begin a career in EMS. Contractor will partner with a local community college and its continuing_ education program to support multiple EMT Academies each year with paid tuition and testing fees. B. -Upon graduation and passing of the National Registry EMT exam, EMTs will work initially on Contractor ambulances for a specified period of time. EMTs. will then have preferred placement - whenlocalfire service agencies recruit for firefighter -EMT positions if they so choose. - _ C. Contractor will support prevention and system access through community education programs provided to schools, and community groups. Contractor shall lead or participate in such programs working collaboratively with ICEMA, other public safety and EMS -related groups. D.-Contractor will annually plan and implement definitive community education programs, which ---- will Include the identification of and presentation to key community groups which Influence the public perception of the EMS system's performance. Programs offered but not limited to: (1) Chest Pain Awareness and hands only CPR training events (2) "Stop the Bleed" education (3) Fall Prevention programs (4) Fill the ambulance charity event (5) Participation in "EMS Week" and other educational activities involving prevention, system awareness, system access and appropriate use of the EMS system. E, Collaborate with ICEMA and invite fire agencies to participate in offering free of charge education to skilled nursing facilities on effective access and efficient utilization of the 911 system on an annual basis. This program will build relationships that influence the public's perception of the EMS system within these care communities and provide training to facility staff on: PAGE 59 (1) San Bernardino County's EMS response. (2) How to be prepared when calling 911. (3) Requests for EMS with Physician Ordered Life Sustaining Treatment (POLST) in place. (4) What EMS responders will need when they arrive. F. Partner with the California Highway Patrol (CHP) "Every 15-Minutes" and other Driving Under the Influence (DUI) reduction programs. G. Provide event planning support, EMS staff, and equipment for programs in the County as requested by CHP. 10.12 ENVIRONMENTAL REQUIREMENTS In accordance with County Policy 11-08, the County prefers to acquire and use products with higher levels of post -consumer recycled content. Environmentally preferable goods and materials must perform satisfactorily and be available at a reasonable price. The County requires Contractor to use recycled paper for any printed or photocopied material created as a result of this Contract. Contractor is also required to use both sides of paper sheets for reports submitted to the County whenever practicable. - - - Toassistthe county in meeting the reporting requirements of the California Integrated Waste Management Act of 1989 (AB_939), Contractor must be able to annually report the County's environmentally preferable purchases. Contractor must also be able to report on environmentally preferable goods and materials used in the provision of their service to the County, utilizing a County approved form. 10.13 RECYCLING - San Bernardino County is an environmentally responsible employer and seeks all practical opportunities for waste reduction and recycling. Contractor shall make reasonable efforts to comply with County Policy 11-08, The County, therefore, encourages its Contractors to recycle appropriate materials offered by the waste disposal services in the area, and reduce waste volume and toxicity by using environmentally friendly packaging material whenever possible, and reuse appropriate items when possible. Also important is the proper disposal of toxic, flammable, biohazard and/or hazardous materials. Some examples of environmentally friendly practices include: A. Backhauling product packaging to the supplier for reuse or recycling. B. Shipping in bulk or reduced packaging. C. Using soybean -based inks for packaging printing. D. Using recycled product packaging or using recyclable or reusable packaging material the County encourages all Contractors for goods and services to adhere to these principles where practical. 10.14 CONFORMITY WITH LAWS AND SAFETY In performing services under this Agreement, Contractor shall observe and comply with all applicable PAGE 60 laws, ordinances, codes, and regulations of governmental agencies, including federal, state, municipal, and local governing bodies, having jurisdiction over the scope of services, including all applicable provisions of the California Occupational Safety and Health Act. Contractor shall indemnify and hold County harmless from any and all liability, fines, penalties, and consequences from any of Contractor's failures to comply with such laws, ordinances, codes and regulations. 10.15 EQUAL EMPLOYMENT OPPORTUNITY PRACTICES PROVISIONS Employment Discrimination A. During the term of the Contract. Contractor shall not discriminate against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, sexual orientation, age, or military and veteran status. Contractor shall comply with Executive Orders 11246, 11375, 11625, 12138, 12432, 12250,13672; Title VI and Title VII of the Civil Rights Act of 1964, the California Fair Employment — -- - andHousingAct and other applicable Federal, State and County laws and regulations and policies:_ relating to equal employment and contracting opportunities, including laws and regulations hereafter enacted. 13. If_requested -to do-ao.bythe County, Contractor shall provide the 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. C. Contractor -shall recruit vigorously and encourage minority - and women- owned businesses to bid its sub -contracts. D. Nothing contained in this Agreement shall be construed in any manner so as to require or permit any act, which is prohibited by law. __- E. The Contractor shall -include the provisions set forth In paragraphs A through E (above) in each of its subcontracts. 10.16 DRUG AND ALCOHOL -FREE WORKPLACE _ - Contractor shall maintain a drug and alcohol -free workplace. Contractor shall not unlawfully - - manufacture, distribute, dispense, possess or use controlled substances, as defined in 21 U.S. _Code § 812. including, but not limited to, marijuana, heroin, cocaine, and amphetamines, at any facility or work site. In recognition of individual rights to work in a safe, healthful and productive workplace, as a material condition of -this Contract, the Contractor agrees that the Contractor and the Contractor's - - employees, while performing services under this Contract: Shall not be in any way impaired because of being under the influence of alcohol or an illegal or controlled substance. Shall not possess an open container of alcohol or consume alcohol or possess or be under the influence of an illegal or controlled substance. Shall not sell, offer, or provide alcohol or an illegal or controlled substance to another person, except where Contractor or Contractor's employee who, as part of the performance of normal job duties and responsibilities, prescribes or administers medically prescribed drugs. PAGE 61 10.17 TIME OF ESSENCE Time is of the essence in respect to all provisions of this Agreement that specify a time for performance provided, that the foregoing shall not be construed to limit or deprive a party of the benefits of any grace or use period allowed in this Agreement. 10.18 ACCIDENTS A. If a death, serious personal injury, or substantial property damage occurs in connection with Contractor's performance of this Agreement and/or warrants submission of an ICEMA Unusual Occurrence Report (as per ICEMA Policy), Contractor shall immediately notify the County, but not more than two hours following the incident, by contacting the ICEMA designated EMD Center and speaking with ICEMA Duty Officer on call. Doing so is _- mandatory prior to any news or social media release by contractor- B. Contractor further agrees to take all reasonable steps to preserve all physical evidence and information which may be relevant to the circumstances surrounding a potential claim; while maintaining public safety, and to grant the County the opportunityto review and inspect such evidence, including the scene of the accident, provided, however, this shall not be construed to require contractor to disclose communications privileged under attorney -client privilege or correspondence created under the attorney work product doctrine C. Contractor to have a policy prohibiting the taking and release of photos of patients or victims by any device unless officially directed to do so by a specifically authorized contractor manager(s). 10.19 WORKER'S COMPENSATION Contractor shall provide Workers' Compensation insurance, in accordance with Exhibit 4, at Contractor's own cost and expense and further, neither the Contractor nor its carrier snail be entitled to recover from County any costs, settlements, or expenses of Workers' Compensation claims arising out of this Agreement. 10.19 FORCE MAJEURE In the event the Scope of Work (as detailed in the Request for Proposals [RFP] Section IV) is delayed -due to causes which are outside the control of both parties and their subcontractors, -consultants and employees, and could not be avoided by the exercise of due care, which may include, but is not limited to, delays by regulating agencies, wars, floods, adverse weather conditions, labor disputes, unusual delay in transportation, earthquakes, fires, terrorism, incidence of disease or other illness that reaches outbreak, epidemic and/or pandemic proportions or otherwise affects San Bernardino County and the Contractor's labor or supply chain, unusual delay in deliveries, riots, civil commotion or other unavoidable casualties, and other acts of God, both parties will be entitled to an extension in their time for performance equivalent to the length of delay. Neither party will be entitled to compensation from the other for force majeure events. If one parry believes a Force Majeure event has occurred, they shall promptly notify the other party. Both parties shall meet and confer to discuss ways to mitigate the potential impacts of the Force Majeure event. PAGE 62 SECTION XI - FISCAL REQUIREMENTS 11.1 PRICING, BILLING, AND COLLECTIONS A. The primary means of Contractor compensation is through fee -for -service reimbursement of patient charges. B. Contractor shall be entitled to charge patients for the services rendered according to the User Fee Schedule in Exhibit 2. Contractor shall not discount its rates less than the rates set forth In Exhibit 2, except where required by law (e.g., Medicare or Medicaid, or where a patient meets Contractor's Compassionate Care Policy). C. Contractor shall submit any requested revisions to this list of charges to the ICEMA Administrator for approval prior to instituting any new charges. Such approval shall be in the sole discretion of the ICEMA Administrator. Approval, however, shall not be unreasonably withheld. D. _-Contractor shall not receive a subsidy from the County for the performance of any services -- - described within this Agreement. Nothing herein shall prohibit the County from entering into a separate. agreement(s) with Contractor. Nothing herein shall be construed as prohibiting Contractor_ fromapplying for and/or receiving other forms of revenue, reimbursement or compensation through other lawful sources, including, without limitation, programs such as Ground Emergency Medical Transportation (GEMT) authorized by the Centers for Medicare and Medicaid Services. 11.2 DEDICATED STANDBY -Contractor may negotiate its usual and customary responsible party fees for a private organization that requests a dedicated ALS or BLS standby ambulance at a special event. Contractor may enter into a -__ - separate agreement with the sponsor for the provision and payment for such services. Contractor reserves the right to sub -contract standby services to ICEMA approved ambulance providers. 11.3 MEDICARE AND MEDI-CAL Contractor shall not reject patients on the basis of insurance coverage or carrier, including accepting Medicare and Medi-Cal assignment for patient treatment and transport. 11.4 AMBULANCE TRANSPORT RATE ADJUSTMENTS Ambulance -rates may be adjusted annually in accordance with County Ordinance and ICEMA Policy 11.5 BILLING AND COLLECTION SERVICES A. Contractor is responsible for considerate billing and collection practices. Contractor's collection practices shall follow all State and Federal collection laws and regulations. Contractor's accounts receivable management system will be capable of timely response to patient and third -party payer inquiries regarding submission of insurance claims, dates and types of payments made, itemized charges, and other inquiries. B. Contractor will have personnel available at the Contractor's local headquarters, accessible via a toll -free phone number to provide an initial response to questions regarding patient bills. The PAGE 63 Contractor will provide interpreter service, relative to billing and collections, to parties having limited English proficiency. C. Contractor will have a billing and collections system that is well -documented, easy to audit, customer- friendly, assists in obtaining reimbursement from third party sources, and is capable of electronically filing Medicare and Medi-Cal billing claims. D. Direct patient billing statements will be itemized so that all charges are clearly explained. The accounts receivable management system will automatically generate Medicare and Medi-Cal billing forms electronically or on paper. E. If a patient is initially billed directly, Contractor's first invoice will request third -party payment information and ask the patientto contactthe billing office. Atoll -free number and return envelope will be provided. F. 1ta patient has no third -party coverage, Contractor will have a liberal installment plan policy for payment arrangements. if the payment arrangements are not adhered to, the account may be assigned for collection. 11.6 COMPASSIONATE CARE PROGRAM A. Contractor shall have a -written financial hardship/compassionate care policy which shall apply to patients -who -do -not have medical insurance and who have limited financial capacity. Policy to be made available upon request. B.- Contractor will implement programs that assist patients who are financially challenged, including: - - - -- (1)- Discounted payment plan for services for uninsured or self -pay patients who demonstrate financial need. (2)-Payment plan available upon request for patients who demonstrate they require extra time paying off medical bills. (3) Charity care plan for uninsured patients who are considered indigent under federal poverty guidelines. (4) Compassionate care may be considered upon the submission by the patient or the patient's legal representative of a Fee Waiver Application, C. A patient is determined eligible for the program based on their income level in comparison to the Federal Poverty Level (a patient must make within 125% of the level). 11.7 ACCOUNTING AND PAYMENTS TO ICEMA A. Invoicing and Payment for Liquidated Damages ICEMA shall render its invoice for any liquidated damages to the Contractor within thirty (30) business days of the end of the Contractor's monthly performance period. The Contractor shall pay ICEMAonor before the 30th day after receipt of the invoice. A five percent (5%) late payment charge will be assessed monthly on any payment made after the due date. If Contractor disputes any of the invoiced amounts, the parties shall meet to try and resolve the dispute during this thirty -day period. If they have not been resolved to satisfaction, the invoice shall be paid in full and subsequent invoices will be adjusted to reflectthe resolution of disputed amounts. Failure of Contactor to pay liquidated damages to ICEMA as specified within the timeline identified herein shall constitute material breach of this Agreement. PAGE 64 B. Payment and Service Charges (1) ICEMA will issue an invoice to the Contractor each quarter, Contractor is required to pay a service charge in accordance with the cost of contract compliance monitoring as set by ICEMA and the Board of Supervisors. This service charge is intended to offset ICEMA's cost of oversight of Contractor's operations. The contract compliance monitoring service charge is estimated to be $1,800,000 for the first year of the contract and will receive an annually Consumers Price Index (CPI) adjustment. The Contractor will pay the following service charges as estimated below: Estimated Annual Services Emergency Medical Services (EMS) Agency Oversight & Monitoring services $1,800,000 ImageTrend, Annual estimate $180,000 FirstWatch, On-line Compliance Utility (OCU), FirstPass Initial S100,850 FirstWatch, OCU, FirstPass Annual $17,356 ICEMA Designated Emergency Medical Dispatch (EMD) Center $917,275 _ (2)- Payments shall be made quarterly with the first payment due the last day of the month following the -previous -quarter. The annual aggregate payment shall not exceed the ICEMA's actual costsformanagement and regulatory activitiesassociatedwith the contract. (3) All payments to ICEMA by Contractor shall be due the last day of the month following the -- - previous quarter. A late payment charge of five percent (5%) shall be assessed monthly if no payment is received by the last day of the next month. In the event Contractor's payments are not paid within 90 days, County may place Contractor in breach. (4) ICEMA may increase the fees listed in this section annually beginning April 1 of each year, however, such increases may not exceed the Riverside -San Bernardino -Ontario Consumer Price Index (Riverside -San Bernardino -Ontario CPI) increases for the previous year. (5) Contractor shall pay all liquidated damages and/or other financial payments to ICEMA pursuant to the terms of this Agreement. 11.8 TAXES Payment of all applicable federal, state, and local taxes shall be the sole responsibility of the Contractor. PAGE 65 SECTION XII - GENERAL AGREEMENT REQUIREMENTS 12.1 TRAINING DOCUMENTATION RETENTION Contractor shall ensure that all personnel subject to training requirements have obtained all necessary education. At all times, Contractor shall retain copies of the current training documentation including but not limited to course completion certificates for all paramedics and EMT -Basics performing services under this Agreement while employed and for 5-years thereafter. 12.2 AUDITS AND INSPECTIONS A. Contractor shall maintain separate full and accurate financial records for services provided pursuant to this Agreement in accordance with generally accepted accounting principles. - B. With reasonable notification and during normal business hours, ICEMA, its authorized agents, officers, or employees, shall have the right to review all business records including financial -records of Contractor pertaining to this Agreement. All records shall be made available to ICEMA at the ICEMA office or other mutually agreeable location. ICEMA may audit, copy, make transcripts, or otherwise reproduce such records, including but not limited to contracts, payroll, inventory, personnel and other records, daily logs, and employment contracts. - - -- _= C. Contractor shall make available a year-end financial report to the ICEMA Administrator for review. This reportshall include annual financial statements reviewed by an independent public accounting firm in accordance with generally accepted accounting procedures. Statements shall be available to the ICEMA Administrator on an annual basis within one hundred twenty (120) calendar days of the close of Contractor's fiscal year. If Contractor's financial statements - are prepared on a consolidated basis, then separate balance sheets and income statements for the San Bernardino County operation shall be required and shall be subject to the independent_ auditor's review. Contractor shall make all financial records for San Bernardino County contract services available to ICEMA to audit as requested. D. Contractormaybe required to provide ICEMA with periodic report(s) in the format approved by ICEMA Administrator to demonstrate billing compliance with approved/specified rates. 12.3 ANNUAL PERFORMANCE EVALUATION - - A. The County will evaluate the performance of the ambulance provider annually through the Emergency Medical Care Committee (EMCC) as stated in Section 1.4. Contractor shall submit - to ICEMA, an annual performance report as required by ICEMA Administrator, which at a minimum, shall include the following in the performance evaluation: (1) Documentation of Contractor's overall compliance with the terms and conditions of this Agreement. (2) Objective and auditable documentation of Contractor's quarterly financial operations statements and annual audited report demonstrating financial performance and stability. (3) Documentation of actions of Contractor's personnel in collaborating with ICEMA and system stakeholders to deliver efficient, effective, and compassionate prehospital care to the residents and visitors of the County. (4) Objective and subjective documentation of satisfaction of Contractor's customers; and PAGE 66 (5) Objective documentation of community engagement by Contractor, including education and prevention activities. Note: The decision to extend or renew a contract is at the sole discretion of the County, regardless of the results of the EMCC annual evaluation. 12.4 CONTINUOUS SERVICE DELIVERY A. Contractor agrees that, in the event of a material breach by Contractor, Contractor will work with the County to ensure continuous and uninterrupted delivery of services that meet or exceed all performance standards under the Agreement, regardless of the nature or causes underlying such breach. B. 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. 12.6 DISPUTE RESOLUTION In the event of -a -material dispute between the parties which is not resolved through the provisions as described -herein, the parties shall -use their best efforts to settle the dispute through negotiation with each other in good faith. If, after a good -faith attempt, the dispute is not resolved, County and Contractor --may agree to non -binding -mediation or arbitration to resolve any material dispute or material claim between them arising out of this Agreement or any resulting transaction before resorting to other court action, A. Fees and Costs The mediation or arbitration fee, if any, shall be divided equally among the parties involved. Each party would bear their own costs. B. Discovery - In, advance of the mediation or arbitration, the parties shall voluntarily exchange all non - confidential -and non-exempt documents requested by the other party that relate to the dispute. C. Confidentiality Any mediation or arbitration proceeding shall be confidential and shall not be admissible in a subsequent proceeding. 12.6 LAME DUCK PROVISIONS Conditions: A. Should this Agreement not be renewed or extended, or if ICEMA has indicated its intent to enter into a procurement process to seek a different emergency ALS, SLS; IFT or CCT, including 911 - _emergency response service provider, Contractor agrees to continue to provide all services _-- - required in and under this Agreement until the County or a new entity approved by ICEMA assumes service responsibilities. Under these circumstances, Contractor will serve as a lame duck Contractor for an extended period of time, which could be a year or longer. To ensure continued performance fully consistent with the requirements in this Agreement through any such period, the following provisions shall apply: B. Contractor shall continue all operations and support services at the same level of effort and PAGE 67 performance as were in effect prior to the award of the subsequent contract to a competing organization, including but not limited to compliance with provisions of this Agreement related to qualifications of key personnel. Neither shall the Contractor inflate costs that a new Contractor would be required to assume. C. Contractor shall make no changes in methods of operation that actually reduce or could reasonably be considered to be aimed at reducing Contractor's service and operating costs to maximize or affect a gain during the final stages of this Agreement. D. Contractor shall make no changes to employee salaries during this period that could reasonably be considered to be aimed at increasing costs to the incoming provider. Regularly scheduled increases based on length of service or contained in pre-existing binding contracts or labor agreements will be allowed. E. Should there be a change in provider, the current service provider shall not penalize or bring _ personal hardship to bear upon any of its employees who apply for work on a contingent basis with =competing -Bidders and shall allow without penalty its employees to sign contingent --employment agreements with competing Bidders at employees' discretion. The current service provider acknowledges and agrees that non-exempt personnel, EMT -Basics, and paramedics, working in the EMS system have a reasonable expectation of long-term employment in the system, even though contractors may change. However, the current service provider may prohibit its _employees .from assisting competing Bidders in preparing proposals by revealing -- trade secrets or other information about the current service provider business practices or field operations. F. The County recognizes that if another organization should be selected to provide service, the current service provider may reasonably begin to prepare for transition of service to the new entity. =ICEMAshall not unreasonably withhold its approval of the current service provider request to begin an orderly transition process, including reasonable plans to relocate staff, scale down certain inventory items, etc., as long as such transition activity does not impairthe current service provider performance during this period. G. Should the County select another organization as a service provider in the future, the current service provider personnel shall have reasonable opportunities to discuss issues related to employment with such organizations without adverse employment action, interference, or retaliation by the current service provider or County. 12.7 FEDERAL HEALTHCARE PROGRAM COMPLIANCE PROVISIONS — Contractor and County shalt comply with all applicable federal laws, rules and regulations for operation of its enterprise, emergency ambulance services, including 911 emergency response system and those associated with employees. 12.8 MEDICARE COMPLIANCE PROGRAM REQUIREMENTS Contractor shall implement a comprehensive Compliance Program for all activities, particularly those related to documentation, claims_ processing, billing and collection processes. Contractor's Compliance Program shall substantially comply with the current regulatory approach program outlined in the Office of Inspector General (OIG) Compliance Program Guidance for Ambulance Suppliers, published in the Federal Register at 68 Fed. Reg. 14245 (March 24, 2003). 12.9 HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT (HIPAA) PAGE 68 CONFIDENTIALITY A. Pursuant to the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and the Health Information Technology for Economic and Clinical Health (HITECH) Act, regulations have been promulgated governing the privacy of individually identifiable health information. Contractor acknowledges that it is a covered entity and subject to the requirements of HIPAA and HITECH, and their implementing regulations. Contractor agrees to fully comply with the terms of HIPAA and HITECH, and regulations promulgated thereunder, and to ensure any Subcontractors utilized to fulfill Services pursuant to this Contract comply with said provisions. Contractor further agrees to comply with the requirements of all other applicable federal and state laws that pertain to the protection of health information. 12.10 PERMITS AND LICENSES - - A. Contractor shall be responsible for and shall hold all required federal, state or local permits or licenses required to perform its obligations under the agreement. B. Contractor shall make all necessary payments for licenses and permits for the services and for issuances of state permits for all ambulance vehicles used. - C.--Contractocshall. schedule -and coordinate all such applications and application renewals as -- -necessary to ensure that Contractor is in complete compliance with federal, state and local requirements for permits and licenses as necessary to provide the services. D. Contractor shall ensure that its employee's state and local certifications as necessary to provide the services, if applicable, are valid and current at all times. 12.11 COMPLIANCE WITH LAWS AND REGULATIONS All -services furnished by Contractor under this Agreement shall be rendered in full compliance with all applicable federal, state and local laws, ordinances, rules and regulations. It shall be Contractor's sole responsibility to determine which, and be fully familiar with all laws, rules, and regulations that apply to the services under this Agreement, and to maintain compliance with those applicable standards at all times. 12.12 RETENTION OF RECORDS Contractor shall retainall documents pertaining to this Agreement as required by Federal and State laws and regulations no less than seven (7) years from the end of the fiscal year following the date of service, and until all Federal/State audits are complete and exemptions resolved for this Agreement's funding period. 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 United States (US) Government. 12,13 PRODUCT ENDORSEMENT/ADVERTISING Contractor shall not use the name of San Bernardino County or ICEMA for the endorsement of any commercial products or services without the prior express written permission of the ICEMA Administrator. PAGE 69 12.14 OBSERVATION AND INSPECTIONS A. An ICEMA representative may ride along on any of Contractor's ambulances or supervisor vehicles at any time to observe Contractors staff to ensure they conduct themselves in a professional and courteous manner, are following ICEMA policies and procedures, are at all times respectful to patients, other first responders, hospital staff and Contractor's employees. B. An ICEMA representative may inspect any of Contractor's ambulances or supervisor vehicles at any time to ensure they meet the requirements of this Agreement. C. At any time during normal business hours and as often as may be reasonably deemed necessary by ICEMA, ICEMA or San Bernardino County representatives may observe Contractor's office operations, and Contractor shall make available to ICEMA for its examination any and all business records, including incident reports, patient records, financial records of Contractor pertaining to this Agreement. ICEMA may audit, copy, make transcripts, or otherwise reproduce such records including but not limited to contracts, payroll, inventory, personnel (subject to privacy and_HIPPA statutes) and other records, daily logs, employment contracts, and other documentation for ICEMA to fulfill its oversight role. D. Contractor shall provide access to various monitoring systems used by Contractor, including but not limited to Electronic Patient Care Record (ePCR), Computer Aided Dispatch (CAD), Automatic Vehicle Location (AVL), mapping, system status management, operational and clinical performance, as well as screens for displaying dynamic data and information contained therein at ICEMA. -Contractor shall also ensure remote access to the same systems for authorized personnel as specified by the ICEMA Administrator at Contractor's cost. 12.15 OMNIBUS PROVISION Contractor understands and agrees that for five years following the conclusion of this Agreement it may be required to make available upon written request to the Secretary of the US Department of Health and Human Services, or any other fully authorized representatives or agencies, the specifications and subsequent_ contracts, and any such books, documents, and records that are necessary to certify the nature and extent of the reasonable costs of services. 12.16 RIGHTS AND REMEDIES NOT WAIVED Contractor covenants that the provision of services to be performed by Contractor under this Agreement shall be completed without compensation from the County, except as specified herein. The acceptance of work under -this -Agreement shall not preclude an action for failure to perform work later discovered not to have been performed in accordance with this Agreement. 12.17 CONSENT TO JURISDICTION Contractor shall consent to the exclusive jurisdiction of the courts of the State of California or a federal court in California in all actions and proceedings between the parties hereto arising under or growing out of this Agreement. The parties acknowledge and agree that this Contract was entered into and intended to be performed in San Bernardino County, California. The parties agree that the venue of any action or claim brought by any party to this Contract will be the Superior Court of California, San Bernardino County, San Bernardino District. Each party hereby waives any law or rule of the court, which would allow them to request or demand a change of venue. If any action or claim concerning this PAGE 70 Contract is brought by any third party and filed in another venue, the parties hereto agree to use their best efforts to obtain a change of venue to the Superior Court of California, San Bernardino County, San Bernardino District. 12.18 END -TERM PROVISIONS Contractor shall have ninety (90) days after termination of this Agreement or any lame duck period in which to supply the required audited financial statements and other such documentation necessary to facilitate the close out of this Agreement at the end of the term. 12.19 ATTORNEY'S FEES AND COSTS If any legal action is Instituted to enforce any party's rights hereunder, each party shall bear its own costs and attorney fees, regardless of who is the prevailing party. This paragraph shall not apply to those costs _ .._-_and attorney fees directlyarising_from a third -parry legal action against aparty hereto and payable under Indemnification and Insurance Requirements. 12.20 INDEPENDENT CONTRACTOR - A. No relationship of employer -and employee is created by this Agreement; it being understood and agreed that Contractor is an independent contractor. Contractor is not the agent or employee of the County or= ICEMA in any -capacity whatsoever, and County or ICEMA shall not be liable for any acts or omissions by Contractor nor for any obligations or liabilities incurred by —Contractor. Contractor shall have no claim under this Agreement or otherwise, for seniority, vacation time, vacation pay, sick leave, personal time off, overtime, health insurance medical care, hospital care, retirement benefits, social security, disability, workers' compensation, or unemployment insurance benefits, civil service protection, or employee benefits of any kind. B. Contractor shallbe solely liable for and obligated to pay directly all applicable payroll taxes (including federal and state income taxes) or contributions for unemployment insurance or old age pensions or annuities which are imposed by any governmental entity in connection with the labor used or which are measured by wages, salaries or other remuneration paid to its officers, agents or employees and agrees to indemnify and hold County and ICEMA harmless from any _ and all liability which County or ICEMA may incur because of Contractor's failure to pay such amounts. C. In carrying out the work contemplated herein, Contractor shall comply with all applicable federal _ and state workers' compensation and liability laws and regulations with respect to the officers, agents and/or employees conducting and participating in the work; and agrees that such officers, agents and/or employees will be considered as independent contractors and shall not be treated or considered in any way as officers, agents and/or employees of County or ICEMA. D. Contractor agrees to perform their said work and functions at all times in strict accordance with currently approved methods and practices in their field and that the sole interest of ICEMA is to ensurethatsaid service shall be performed and rendered in a competent, efficient, timely and satisfactory manner and in accordance with the standards required by ICEMA concerned. 12.21 INDEMNIFICATION PAGE 71 The Contractor agrees to indemnify, defend (with counsel reasonably approved by County) and hold harmless the County and ICEMA and their authorized officers, employees, agents and volunteers from any and all claims, actions, losses, damages and/or liability arising out of this Contract from any cause whatsoever, Including the acts, errors or omissions of any person and for any costs or expenses incurred by the County or ICEMA on account of any claim except where such indemnification is prohibited by law. This indemnification provision shall apply regardless of the existence or degree of fault of indemnities. The Contractor indemnification obligation applies to the County's or ICEMA's "active" as well as "passive" negligence but does not apply to the County's "sole negligence" or "willful misconduct' within the meaning of Civil Code section 2782. 12.22 INSURANCE Contractor shall at all times during the term of the Agreement with the County maintain in force, at minimum, those insurance policies as designated in the attached Exhibit 4 and will comply with all those requirements as stated therein The County and all parties as set forth on Exhibit 4 shall be named as - an additional insured on Contractor's auto liability, general liability, and cyber liability policies, if --;applicable. A_ Waiver of Subrogation is required for said coverage as well as Worker's Compensation. All of Contractor's available insurance coverage and proceeds in excess of the specified min --imum limits _ shall be available -to satisfy any and all claims of the County, including defense costs and damages. Any insurance limitations are independent of and shall not limit the indemnification terms of this Agreement. Contractor's insurance -policies, including excess and umbrella insurance policies, shall include an endorsement and be primary -and --non-contributory and will not seek contribution from any other insurance (or self-insurance) available to County. Contractor's excess and umbrella insurance shall also apply on a primary and non-contributory basis for the benefit of the County before County's own insurance policy or self-insurance shall be called upon to protect it as a named insured. 12.23 PERFORMANCE SECURITY A. Contractor shall obtain and maintain in full force and effect, throughout the term of this Agreement, a twenty -million -dollar ($20,000,000) performance security bond or irrevocable -- — - Letter of Credit to guarantee our performance within the scope of this Agreement. B. The performance security bond or irrevocable Letter of Credit will be payable without condition to San Bernardino County as detailed in Section 13.3, with surety acceptable to and approved by the Auditor -Controller, which bond or irrevocable letterof credit shall guarantee to the County. C. The performance bond must be issued by a bonding company, which is an Admitted Surety Insurer under the provisions of Title 14, Chapter 2, Article 6 of the Code of Civil Procedure, commencing with Section 995.610 at seq., and licensed to conduct the business of insurance in the State of California. Such performance bond, including the bonding company issuing the bond, shall be acceptable in form and content to the County. 12.24 CONFLICTS OF INTEREST Contractor covenants that it presently has no interest, and shall not acquire any interest, direct or indirect, which would amount to a prohibited conflict of interest under state or federal law with regards to services provided under this Agreement, 12.25 DEBARMENT AND SUSPENSION Contractor certifies that neither it nor its principals or subcontracts is presently debarred, suspended, PAGE 72 proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any federal department or agency. (See the following United States General Services Administration's System for Award Management website hftps://www.sam.gov), Contractor further certifies that if it or any of its subcontractors are business entities that must be registered with the California Secretary of State, they are registered and in good standing. 12.26 OWNERSHIP OF DOCUMENTS A. The County and ICEMA understand that certain information pertaining to Contractor's operations are considered trade secrets and not readily apparent to the public or other organizations. The Contractor has taken substantial efforts to protect this information as well as the personal and private information of its key personnel and employees. The County and ICEMA shall not disclose or use Contractor's trade secrets without express written permission of the Contractor, except as otherwise necessary for the administration of this Agreement or as required by law. The County and ICEMA shall not disclose or use personal and private information of Contractor's key personnel, except as otherwise permitted or required by law, without the express written permission of the person or Contractor. B. In the event that the County or ICEMA receives a request for records pursuant to the California Public. Records Act and such request involves records produced by the Contractor or containing descriptions -of the Contractor's operations, it shall withhold or redact information that it reasonably believes is a trade secret under California Civil Code section 3426.1(d), unless disclosure of such information is otherwise authorized by Contractor in writing. The County shall notify Contractor of any such Public Records Act request within five (5) days of the request. The County or ICEMA shall consult with Contractor to determine whether information is a trade secret, or otherwise exempt from disclosure. Contractor acknowledges that the County or ICEMA has an independent obligation to control the disclosure of information requested under the Public Records Act pursuant to California Government Code section 7921.005. If litigation is filed against the County or ICEMA seeking disclosure of information withheld as trade secrets, Contractor shall defend, indemnify, and hold the County or ICEMA harmless from and against all claims of liability, including attorney's fees incurred by those demanding disclosure of such documents. 12.27 MODIFICATION AND AMENDMENT The terms of this Agreement may be modified by mutual consent of County and the Contractor in writing. 12.28 SEVERABILITY If a court of competent jurisdiction holds any provision of this Agreement to be illegal, unenforceable, or invalid in whole or in part for any reason, the validity and enforceability of the remaining provisions, or portions of them, will not be affected, unless an essential purpose of this Agreement would be defeated by the loss of the illegal, unenforceable, or invalid provision. 12.29 ASSIGNMENT A. A consideration of this Agreement is the personal reputation of both parties; therefore, Contractor shall not assign any interest in this Agreement or subcontract any of the services PAGE 73 Contractor is to perform hereunder without the prior written consent of County. Consent may be withheld at the County's sole discretion. At County's request, Contractor shall provide information regarding the subcontractor's qualifications and a listing of a subcontractor's key personnel including. The inability of the assignee to provide personnel equivalent in experience, expertise, and numbers to those provided by Contractor, or to perform any of the remaining services required under this Agreement within the same time frame required of Contractor. B. If Contractor changes its status during the term of this Agreement from or to that of a corporation, limited liability partnership, limited liability company, general partnership, or sole proprietorship, such change in organizational status shall be viewed as an attempted assignment of this Agreement by Contractor. Failure of Contractor to obtain approval of such assignment under this Paragraph shall be viewed as a material breach of this Agreement. 12.30 THIRD PARTY BENEFICIARIES. Nothingcontainedin this Agreement shall be construed to create any rights in third parties and the parties do not intend to create such rights. 12.31 ELECTRONIC SIGNATURES. This =Contract -may be executed in any number of counterparts, each of which so executed shall be — deemed to bean original, and -such counterparts shall together constitute one and the same Contract. The parties shall be entitled -to sign and transmit an electronic signature of this Contract (whether by facsimile, PDF or other mail transmission), which signature shall be binding on the party whose name is contained therein. Each party providing an electronic signature agrees to promptly execute and deliver to the other party an original signed Contract upon request. PAGE 74 SECTION XIII - BREACH AND PROVISIONS FOR TERMINATION 13.1 MATERIAL BREACH AND PROVISIONS FOR TERMINATION OF THIS AGREEMENT A. County shall have the right to terminate or cancel this Agreement or to pursue any appropriate legal remedy in the event Contractor materially breaches this Agreement and fails to correct such material breach within thirty (30) days following the service on it of a written notice by County specifying the material breach complained of and the date of intended termination of rights hereunder absent cure. B. County reserves the right to immediately terminate or cancel this Agreement if in the determination of ICEMA Executive Officer's continued service by Contractor poses an imminent threat to the general public health and safety. 13.2 DEFINITIONS OF BREACH A.- Conditions and circumstances that shall constitute a material breach by Contractor shall include but not be limited to the following: (1) Willful failure of Contractor to operate the emergency and advanced life support (ALS) = ambulance services including 911 emergency response system in a manner which -.enables County, or Contractor to remain in substantial compliance with the requirements of the .applicable -federal, state, and County laws, rules, and regulations. Individual minor Infractions of such requirements shall not constitute a material breach, but such willful and repeated breaches shall constitute a material breach. (2)--- Willful -falsification of data supplied to County by Contractor during the course of operations, including by way of example but not by way of exclusion, dispatch data, patient report data, response time data, financial data, or falsification of any other data required under Agreement. (3) ;Willful failure by Contractor to maintain equipment in accordance with good maintenance practices. (4) Deliberate and unauthorized scaling down of operations to the detriment of performance by Contractor during a "lame duck" period. (5) < Willful attempts by Contractor to intimidate or otherwise punish employees who desire to sign contingent employment contracts with competing Bidders during a subsequent proposal cycle. (6) Willful attempts by Contractor to intimidate or punish employees who participate in protected concerted activities, or who form or join any professional associations. (7) Chronic and persistent failure of Contractor's employees to conduct themselves in a - professional and courteous manner, or to present a professional appearance. (8) Willful failure of Contractor to comply with approved rate setting, billing, and collection procedures. (9) Repeated failure of Contractor to meet response time compliance, meet in good faith to collaboratively address outliers, and/or Clinical Performance Measure requirements after receiving notice of non-compliance from ICEMA Administrator. PAGE 75 (10) Repeated failure of Contractor to pay any liquidated damages to ICEMA on or before the 30th day after receipt of the invoice. (11) Failure to employ Key Personnel or suitable replacement(s) approved by and performing to the satisfaction of ICEMA Administrator and/or ICEMA Medical Director at any time during the course of this Agreement term. (12) Failure of Contractor to provide and maintain the required insurance as described in Exhibit 4. (13) Repeated failure to provide data and/or reports generated in the course of operations, including, but not limited to, dispatch data, patient care data, response time data, or financial data, within the time periods specified. (14) Any failure of performance, clinical or other, which is determined by the ICEMA Administrator and confirmed by the ICEMA Medical Director to constitute an imminent threat to the general public health and safety. (15) Failure of Contractor to comply with the vehicle lease provisions, if applicable. 13.3 COUNTY'S REMEDIES A. Termination: - - - —(1) Ifconditionsor circumstances constituting a material breach exist, County shall have all rights and remedies available at law and inequity, specifically including the right to terminate this Agreement. Termination shall not affect any rights or obligations of the parties that accrued prior to the date of termination. (2) In the event of an uncured material breach, County shall also have the right to demand and draw upon the performance security bond or irrevocable letter of credit in full. B. Emergency Takeover (1) The County shall have the right to pursue Contractor for damages and the right of Emergency Takeover including, but not limited to as set forth in Section Xill in accordance with Section 13.7 of this Agreement. (2) All County's remedies shall be non-exclusive and shall be in addition to any other remedy available to the County. 13.4 PROVISIONS FOR CURING MATERIAL BREACH A. Specifications: (1) In the event the County Board of Supervisors determines that there has been a material - - breach by Contractor of the standards and performances as described in this Agreement, which breach represents an imminent threat to the general public health and safety, such action shall constitute a material breach of this Agreement. In the event of a material breach, County shall give Contractor written notice, by regular mail, return receipt requested, setting forth with reasonable specificity the nature of the material breach. (2) Except where ICEMA Administrator determines that the breach presents an imminent threat to the general public health and safety requiring an immediate termination of this Agreement, PAGE 76 Contractor shall have the right to cure such material breach within thirty (30) days of delivery of such notice and the reason such material breach endangers the public's health and safety. However, within forty-eight (48) hours of receipt of such material breach notice, Contractor shall deliver to ICEMA, in writing, a plan of action to cure such material breach. If, within ICEMA's sole determination, Contractor fails to cure such material breach within the period allowed for cure or Contractor fails to deliver the cure plan to ICEMAwithin 48 hours, ICEMA may take over Contractor's operations in accordance with Section 13.7 of this agreement. Contractor shall cooperate completely and immediately with ICEMA to affect a prompt and orderly transfer of all responsibilities to ICEMA. (3) Contractor shall not be prohibited from disputing any such finding of material breach through litigation, provided, however that such litigation shall not have the effect of delaying, in any way, the immediate takeover of operations by the County. These provisions are specifically stipulated and agreed to by both parties as being reasonable and necessary for the protection of public health and safety, and any legal dispute concerning the finding that a (4) Emergency Takeover has been completed. (5)- Contractor's cooperation with and full support of such Emergency Takeover shall not be = construed as acceptance by Contractor of the findings and material breach and shall not in --__ any wayjeopardize Contractor's right of recovery should a court later find that the declaration -of material breach was.made in error. However, failure on the part of Contractor to cooperate - - -- fully with the County to affect a smooth and safe takeover of operations, shall itself constitute a breach of this Agreement, even if it was later determined that the original declaration of - material breach by the County was made in error. (6) For any material breach by Contractor, which does not endanger public health and safety, or for any material breach by County, which cannot otherwise be resolved, early termination - provisions that may be agreed to by the parties will supersede these specifications. 13.5 NO WAIVER No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the - provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure, right or remedy shall be deemed a waiver of any other breach; failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 13.6 TERMINATION A. Written Notice: _ (1) This Agreement may be canceled immediately by written mutual agreement of the Contractor and the County. B. Failure to Perform: - -(1) If Contractor fails to cure a material breach under the terms of Section 13.4 or the County invokes an Emergency Takeover in accordance with Section 13.7 of this Agreement, County, upon written notice to Contractor, may immediately terminate this Agreement. In the event of such termination, ICEMA may proceed with the Scope of Work (as detailed in the Request for Proposals [RFP] Section IV) in any reasonable manner it chooses. The cost to County of completing Contractor's performance shall be partially supported by securing any sum due Contractor under this Agreement or from third -party payors or clients who have paid PACE 77 Contractor a fee for services within San Bernardino County, without prejudice to County's rights otherwise to recover its damages. ICEMA and Contractor may meet and confer regarding the County's assumption of sums due to Contractor. 13.7 EMERGENCY TAKEOVER A. Specifications: (1) In the event ICEMA reasonably determines that an actual, anticipated or threatened material breach has or will occur, or that a labor dispute has prevented performance, and if the nature of the breach is, in the ICEMA Executive Officer's sole determination, such that general public health and safety are endangered, and after Contractor has been given notice and reasonable opportunity to correct the deficiency (as outlined in Section 13.1), the matter shall be presented to the Board of Supervisors. If the Board concurs that a breach has occurred, and that general public health and safety would be endangered by allowing Contractor to continueits operations, Contractor shall cooperate fully with County to affect an immediate takeover by ICEMA of Contractor's ambulances, comfort stations, and accounts receivables. Such takeover shall be effective within not more than 72 hours after Board of Supervisors' action. (2) In the event of an Emergency Takeover, County may lease for a period of twelve (12) months - any and all service vehicles used by the Contractor in the performance underthe Agreement, -- - _ including, but not limited to, fully equipped ambulances and Supervisor vehicles, in accordance with the lease form attached as for one dollar ($1.00) per month per vehicle, see Exhibit 7. County- may also lease Contractor's comfort stations for one dollar ($1.00) per month per station. County shall have full use of vehicles and equipment and may, at County's -_ - sole option, hire another company or entity approved by ICEMA to manage ambulance operations until a replacement provider for the EOA is selected through a procurement process conducted by ICEMA in accordance with the California Emergency Medical - - Services Authority (EMSA) requirements. (3) Contractor shall fully cooperate if County elects to lease any or all service vehicles pursuant to the above provision. Alternatively, County may elect to purchase the vehicles at their -- depreciated value as of the date of such election. County shall have sole discretion as to - which vehicles it leases, subleases, or purchases pursuant to these provisions. (4) _Contractor shall deliver ambulances and comfort stations to ICEMA in mitigation of any damages to County resulting from Contractor's material breach. All funds recovered, and equipment leased, subleased, or purchased from Contractor by County will be used for the -- -- sole purpose of ensuring continuous emergency ambulance services, including 911 emergency response. Examples of how funds will be used are: personnel salaries and benefits, equipment and supplies, building and vehicle lease payments, and insurance premiums. ICEMA shall have the right to authorize the use of Contractor's vehicles, equipment and comfortstations by another company or entity. Should County require a substitute Contractor to obtain insurance on equipment, vehicles, or rest stations, or should County choose to obtain insurance on vehicles/equipment/rest stations, Contractor shall be a "Named Additional Insured" on the policy, along with the appropriate endorsements and cancellation notice. (6) All of Contractor's vehicles and related equipment necessary for provision of emergency PAGE 78 ambulance services, including 911 emergency response under this Agreement will be delivered to ICEMA during an Emergency Takeover period. Contractor shall maintain and provide to ICEMA a listing of all vehicles used in the performance of this Agreement, including reserve vehicles, their license numbers, and name and address of lien holder, if any, and all comfort station locations. Changes in lien holder, as well as the transfer, sale, or purchase of vehicles used to provide emergency ambulance services, including 911 emergency response hereunder shall be reported to ICEMA within thirty (30) days of said change, sale, transfer or purchase. Contractor shall inform and provide a copy of takeover provisions contained herein to Ilen holder(s) within five (5) days of Emergency Takeover. PAGE 79 IN WITNESS WHEREOF, the San Bernardino County and the Contractor have each caused this Contract to be subscribed by its respective duly authorized officers, on its behalf. SAN BER DINO COUNTY IN. az&m &al—e- -da—wn Rowe, C air, Boar of f Supervisors Dated: _ DEC _0 5 2023 _ SIGNED AND CERTIFIED THAT_A COPY OF Ti4l_S DOCUMENT HAS BEEN DgLIVIJI TO THE CHAIRMAN OFTHE .BO8RY r By _ FOR COUNTY USE ONLY Approved as_t. Legal Form Revi John Tub3}s"il, Deputy County Counsel Date i r - ° -?,3 Date (print orlype c ofco raifan, company, can or, etc.) 8y rhorrred signatum n /tlF�be ink) Narn (Pfint iirype nam o pe on signing conf� ract) Title 7—�/sv Ile"/ --, . (Print or Type) Dated: lVxlel'► o4C - � Address 17h93 /791d p (,ter ki No - Date PAGE 60 EXHIBIT 1 - DEFINITIONS Accredited Center of Excellence (ACE) - Accreditation awarded by International Academies of Emergency Dispatch to dispatch centers that show clear evidence of compliance and consistent performance to standards. Advanced Life Support (ALS) - Special services designed to provide definitive pre -hospital emergency medical care as defined in Health and Safety Code Section 1797.52, including, but not limited to, cardiopulmonary resuscitation, cardiac monitoring, cardiac defibrillation, advanced airway management, intravenous therapy, administration of specified drugs and other medicinal preparations, and other specified techniques and procedures administered by authorized personnel under the direct supervision of a base hospital. Agreement - The contract between San Bernardino County and Contractor awarded pursuant to Lin RFP.-- ALSUnit - Amambulance specially equipped to provide advanced life support services, staffed by - _ - at least one EMT and one Emergency Medical Technician (EMT) -Paramedic. - Ambulance -,Any vehicle specially constructed, modified, or equipped licensed by the California Highway Patrol -if required and used for transporting sick, injured, infirmed, or otherwise incapacitated_ person and capable of supporting Basic Life Support (BLS) or a higher level of care. Ambulance Unit An ambulance staffed with qualified personnel and equipped with appropriate medical equipment and supplies. Ambulance Zone - The Comprehensive Service Area for San Bernardino County includes (EOAs 1, 2, 3, 4, 5b, 6, 7, 8, 9, 11 and 12a). The Comprehensive Service Area includes 11 EOAs. Automated External Defibrillation (AED) - A procedure to deliver electrical shock and convert - specific heart rhythms back to normal; used by the public, public safety, and BLS providers. -- Ambulance Service The furnishing, operating, conducting, maintaining, advertising, or otherwise - engaging in or professing to be engaged in the transportation of patients by ambulance. AVL - Automatic vehicle locator. Bariatric Ambulance - An ambulance vehicle modified to carry the severely obese. They have extra -wide interiors and carry "bariatric stretchers" and specialized lifting gear that is capable of carrying very large patients. Basic Life Support (BLS) - Health and Safety Code Section 1797.60, Emergency first aid and __- cardiopulmonary resuscitation procedures which, as a minimum, include recognizing respiratory and cardiac arrest and starting the proper application of cardiopulmonary resuscitation to maintain life without invasive techniques until the patient may be transported or until advanced life support is available. Business Day - Monday through Friday except for holidays as observed per the California Government Code 6700 et seq., or by San Bernardino County. Cal OSHA - As defined in Health and Safety Code Section 1797.6.0. PAGE 81 California Division of Occupational Safety and Health Agency (CAL OSHA) - State agency that protects and improves the health and safety of working individuals in California. Call Reception - The process of answering the telephone and processing information for the caller in an emergency dispatch center. Call Prioritization - A process in which service requests are prioritized based on predefined and audited criteria. Cardiopulmonary Resuscitation (CPR) -An emergency procedure that combines chest compressions often with artificial ventilation in an effort to manually preserve intact brain function. CARES - The Cardiac Arrest Registry to Enhance Survival or CARES was Initiated in 2004 as an agreement between the Center for Disease Control and Prevention and the Department of Emergency Medicine at Emory University. CARES was developed to help communities determine standard -outcome—measures for out -of -hospital cardiac arrest locally allowing for quality improvement efforts and benchmarking capability to improve care and increase survival. Commission on Accreditation of Ambulance Services (CAAS) - An independent Commission established to seta comprehensive series of standards for the ambulance service industry designed to help increase operational efficiency and decrease risk and liability across the entire spectrum of the organization. Comprehensive_ Service Area - The Comprehensive Service Area for this Agreement includes (EOAs 1, 2, 3, 4, 5b, 6, 7, 8, 9, 11 and 12a). Computer -Aided Dispatch (CAD) -A system consisting of but not limited to associated hardware and software to facilitate call taking, system status management, unit selection, ambulance coordination, resource dispatch and deployment, event time stamping, creation, and real-time maintenance of incident database, and providing management information. Continuous Quality improvement (CQI) - The approach to quality management that builds upon traditional quality assurance methods by emphasizing the organization and systems. Contract Materials - Finished or unfinished documents, data, studies, maps, photographs, reports, specifications, _lists, ,manuals, software, and other written or recorded materials produced or acquired by the Contractor pursuant to the Contract for or on behalf of the County, whether or not copyrighted. Contract - The agreement between San Bernardino County, and Contractor awarded pursuant to an RFP. Contractor - The person or entity awarded a Contract in conformance with the terms of this agreement and any subsequently agreed -upon terms. County Data - All information, data, and other content, including Confidential Information and other information whether or not made available by ICEMA, San Bernardino County or San Bernardino County's agents, representatives, or users, to a Contractor or potential Contractor or their employees, agents, or representatives, and any information, data and content directly derived from the foregoing, including data reflecting user access or use. PAGE 82 County Systems - The information technology infrastructure of San Bernardino County or any of its designees, including computers; software, databases, networks, and related electronic systems. County - San Bernardino County Critical Care Transport (CCT) —Ambulances staffed with a paramedic or registered nurse, trained at the critical care transport level to provide a higher level of care to patients being transported between licensed healthcare facilities. ICEMA Policy 8020 also allows for a Respiratory Therapist as part of a CCT team. Deployment - The procedures by which ambulances are distributed throughout the service area. The deployment includes the locations at which the ambulances are placed (or posted) and the number of ambulances placed in service for the particular time period. -Dispatch Time - Common unit of measurement from receipt of a call until a unit has been selected and notified it has an assignment. Electronic Patient_ Care _Report (ePCR) - A document that records patient Information, assessment, care, treatment, and disposition by prehospital personnel. Emergency:- Any real orself-perceived event that threatens life, limb, or well-being of an individual in -such a manner that a need for immediate medical care is created. Emergency Air Ambulance -An aircraft with emergency medical transport capabilities staffed with at least two (2) ALS providers. Emergency Ambulance > Any vehicle meeting California regulatory standards that is equipped or staffed for emergency transportation. Emergency Call - A real or self -perceived event where the EMS system is accessed by the 911 emergency access number; a 7-digit non -emergency line, or an interfacility transfer where the - - patients health or well-being could be compromised if the patient is held at the originating facility. Emergency Department (ED) - An approved receiving department within a licensed hospital Emergency Medical Dispatch (EMD) - Personnel trained to state and national standards on emergency medical dispatch techniques including call screening, call, and resource priority, and pre -arrival instruction. EMS Agency - San Bernardino County has joined with Mono and inyo counties through a Joint Powers Authority (JPA) to create a collective EMS Agency known as Inland Counties Emergency Medical Agency (ICEMA). EMS Medical Director —shall mean the ICEMA Medical Director, contracted to oversee the medical control and quality assurance programs of the EMS System. Emergency Medical Services (EMS) - This refers to the full spectrum of pre -hospital care and transportation (including interfacility transports), encompassing bystander action (e.g., CPR), priority dispatch and pre -arrival instructions, first response and rescue service, ambulance services, and on-line medical control. PAGE 83 EMS System - The EMS System consists of those organizations, resources, and individuals from whom some action is required to ensure a timely and medically appropriate response to medical emergencies. Emergency Medical Technician (EMT) - An individual trained in all facets of basic life support according to standards prescribed by the California Code of Regulations and who has a valid certificate issued according to that code. Emergency Medical Technician -Paramedic (EMT-P) - Individual whose scope of practice to provide ALS is according to the California Code of Regulations and who has a valid license issued according to the California Health and Safety Code. Enroute - The elapsed time from unit alert to unit enroute. -- Exclusive Operating Area-(EOA) - An EMS area or subarea defined by the emergency medical services plan for which a local EMS Agency, upon the recommendation of a county, restricts operations to one or more emergency ambulance services or providers of limited advanced life support or advanced life support as defined in California Health and Safety Code Section 1797,85. Fire First Responder - BLS and ALS Fire departments in San Bernardino County. -First Responder-ALS- Advanced Life Support fire departments or Contractor provided Quick Response Vehicle (QRV) in San Bernardino County. First Responder BLS - Basic Life Support fire departments in San Bernardino County. First Responder - An agency with equipment and staff (e.g., fire department, police, or non - transporting ambulance unit) with personnel capable of providing appropriate first responder pre - hospital care. Force Majeure -An event or circumstance not caused by or underthe control of party, and beyond _- the reasonable anticipation of the affected party, which prevents the party from complying with any of -its obligations under the contract, including acts of God, fires, floods, explosions, riots, wars, hurricane, sabotage, terrorism, vandalism, accident, governmental acts, and other events. Fr_a_ctile Response - A method of measuring ambulance response times in which all -applicable response times are stacked in ascending length. Then, the total number of calls generating response is calculated as a percentage of the total number of calls. A 90th percentile, or 90 percent, the standard is most commonly used. Geographical Information Systems (GIS) - A framework for gathering, managing, analyzing and mapping data. Global Positioning System (GPS) - A system that utilizes satellite data to determine location. Health Insurance Portability and Accountability Act (HIPAA) - Legislation that provides data privacy and security provisions for safeguarding medical information. Incident Command System (ICS) - Standardized approach to the command, control, and coordination of emergency response providing a common hierarchy within which responders from multiple agencies can be effective. PAGE 84 ICEMA Policies and Protocol Manual — The policies and protocols directing the medical operations of emergency medical services for [CEMA participants. http://www.sbcounty.gov/icema/main/po_licies and protocols.aspx Inland Counties Emergency Medical Agency (ICEMA) —The regional EMS agency representing San Bernardino, Inyo, and Mono Counties. Inter -Facility Transports (IFT) - Ambulance transports between healthcare facilities, typically non - emergency following EMS Agency Policy. Key Employee - Employees of the Contractor jointly identified by ICEMA and the Contractor as possessing unique skill and experience that was a material consideration in EMS Agency's decision to award a contract. LEMSA - Local EMS Agency Medical Priority Dispatch System (MPDS) - A set of established protocols utilized by dispatchers to determine the level of response necessary, MDC - Mobile data computer (also known as MDT- Mobile Data Terminal) Multi -Casualty Incident (MCI) - An event has taken place that results in more victims than are normally handled by the system. The event takes place within a discrete location and does not involve the entire community. It is expected that the number of victims would range from 6 to 50 and that the system would be overwhelmed, including delays in treatment of patients with relatively minor injuries or illnesses. Medical Base Hospital - The source of direct medical communications with and supervision of the immediate field emergency care performance by EMTs or EMT -Paramedics. Medical Director- The San Bernardino County ICEMA Medical Director, contracted to oversee the medical control and quality assurance programs of the EMS System. Medical Protocol - Written standards for patient medical assessment and management. Mutual Aid/Mutual Assistance - Refers to 1) responses into the San Bernardino County Comprehensive Service Area from a ground transport provider outside the EOA for the purpose of assisting the Contractor with emergency and/or non -emergency requests for service; 2) responses by the Contractorto service areas outside the San Bernardino County Comprehensive Service Area for the purpose of assisting the ground transport provider in an adjacent service area. National Incident Management System (NIMS) - A systematic, proactive approach to guide departments and agencies at all levels of government, non -governmental organizations, and the private sector to work together seamlessly. Occupational Safety and Health Agency (OSHA) - Federal agency that protects and improves the health and safety of working individuals. PAGE 85 Online Compliance Utility (OCU) - Software that interprets real-time CAD and ePCR data to produce reports and online tools to track EMS system effectiveness and compliance. On -Scene - The time when a unit communicates to dispatch that it has arrived at the address of the call. Normally, this is when the vehicle has stopped. If staging is required for crew safety, at scene is determined when the unit reaches a safe distance from the call and waits for law enforcement to determine it is safe to enter. If an off -road location, such as a park or private road with gated access, at scene is determined by reaching the end of a paved roadway or closed gate. Paramedic - An individual trained and licensed to perform advanced life-support (ALS) procedures under the direction of a physician. Also, known as an EMT-P. Peak -Load Staffing - The design of shift schedules and staffing plans so that coverage by crews -- --- --- - -- —matches the =System -Status Plan's requirements. (NOTE: peak -load demand will trigger peak -load staffing coverage.) Post - A designated location for ambulance placement within the System Status Plan (SSP). Depending upon its frequency and type of use, a "post" may be a facility with sleeping quarters or day rooms for crews, or simply a street -corner or parking lot location to which units are sometimes deployed. Priority Dispatching - A structured method of prioritizing requests for an ambulance and first responder services, based upon highly structure telephone protocols and dispatch algorithms. Its primary purpose is to safely allocate available resources among competing demands for service. Priority 1 Call -A potentially Life -Threatening Emergency Response Priority 2 Call -A non -Life -Threatening Emergency Response Priority 3 Call - A non -Emergency Response Priority 4 Call - A non -Emergency interfacility Transport Productivity- The measures of work used in the ambulance industry that compare the used resources (unit hours) with the production of the work product (patient transports). Productivity is expressed and calculated by determining the number of transports per unit -hours. PST -Pacific Standard Time, including Pacific Daylight Time when in effect. Public Access Defibrillation (PAD) - A program that places automatic external defibrillators throughout communities. Quick Response Vehicle (QRV) - A QRV is an authorized emergency non transport vehicle equipped at the ALS level. ReddiNet - A web -based program designed to address resource management needs providing users the ability to understand the operational status of hospital or emergency department in order to make critical operational decisions. Release at Scene (RAS) - Patients refusing treatment and/or transport when the paramedic agrees PAGE 86 there is no need for care. Response Time - The actual elapsed time between receipt by the Contractor of a call that an ambulance is needed and the arrival of the ambulance at the requested location. Response Zone — Geographic areas classified as Urban, Suburban, Rural, and Wilderness as determined by population density. Response zones have differing response times. ST-Elevation Myocardial Infarction (STEM[) - A heart attack caused by the complete blockage of a heart artery. Standardized Emergency Management System (SEMS) -A structure for coordination between the government and local emergency response organizations. System_Standard =of Cars-- The combined compilation of all priority -dispatching protocols, pre- - arrival instruction protocols, medical protocols, protocols for selecting destination hospitals, - — standards for certification of pre -Hospital personnel, as well as standards governing requirements for on- board medical equipment and supplies, and licensing of ambulance services and first - responder agencies. The System Standard of Care simultaneously serves as both a regulatory and contractual standard. : _SystenL$Utus_Management _--A management tool to define the "unit hours" of production time, their positioning and allocation, by hour and day of week to best meet demand patterns. _— System Status Plan (SSP)-A planned protocol or algorithm governing the deployment and event- - driven redeployment of system resources, both geographically and by time of day/day of week. Transport Volume = The actual number of requests for service that result in patient transport. Unit; Activation Time - The time interval on an ambulance call measured from the time the ambulance crew is first notified to respond until it is enroute to the scene. Unit Hour - One -hour of service by fully equipped and staffed ambulance assigned to a call or available for dispatch. Unit Hour Utilization ,(UHU) Ratio - A measurement that is calculated by dividing the number of responses initiated during a given period of time by the number of unit hours (hours of service) produced during the -same period of time. Special event coverage and certain other classes of activity are excluded from these calculations. - _ Utilization --A measure of work that compares the available resources (unit -hours) with the actual time that those unit -hours are being consumed by productive activity. The measure is calculated to determine the percentage of -unit -hours actually consumed in productivity with the total available unit -hours. PAGE 87 EXHIBIT 2 - CONTRACTOR'S RATE STRUCTURE Contractor shall be entitled to charge the following rate structure listed in Table 2.A: Table 2A Projected Rate Structure Ambulance - Components Collective Service Area- Mileage (A0425) Urban,Rates ,. S 66-02 ALS Nan- Emergency Base Rate 3,546-66 A0426 ALS Emergency Base Rate 4,053.33 A0427 BLS Non -Emergency Base Rate S 2,533-33 A0428 BLS Emergency Base Rate S 3,166.66 A0429 ALS 2 Base Rate (A0433) S 4,433.33 Critical Care Transport Base S 5,066.66 Rate A0434 Oxygen S 350-00 Night Charge S 400.00 Wait Time S 50-00 EKG S 225.00 12 Lead EKG I S 250-00 PAGE 88 EXHIBIT 3 - SAN BERNARDINO COUNTY RESPONSE ZONE MAPS Definition of Response Zone: 1. Urban - Census places with a population density of 101 to 500 persons per square mile; or census tracts and enumeration districts without census tracts which have a population density of 101 to 500 persons or more per square mile. 2. Suburban - Census places with a population density of 51 to 100 persons per square mile; or census tracts or enumeration districts without census tracts which have a population density of 51 to 100 persons per square mile. 3. Rural - Census places with a population density of 7 to 50 persons per square mile; or census tracts or enumeration districts without census tracts with a population density of seven to 50 persons per square mile. 4. Wilderness - Census tracts or enumeration districts without census tracts that have a population of less than seven persons per square mile. Electronic versions (GIS Shape files) of the maps below are available at: https://www.dropbox.com/scl/fo/D3krq3bv2r5ogyal oh3xsth?rlke= 27kr'8wlr2uu i2u8'6va5af&dl=0 Note: Maps were derived from 2020 Census data. The following maps make up the Comprehensive Service Area EOAs EOA 1 IIZ TIME slaw os'.59 Vb-t 29.59 '16,WWn. R590WAk— %.50 PAGE 89 l V� . _:. }.S s_.-. i..__. .� � , :`� �� � tea ,: - , ., Comprehensive Service Area PAGE 95 EXHIBIT 4 - MINIMUM INSURANCE REQUIREMENTS Contractor shall provide proof of insurance or a letter from their insurance company/underwriter of their ability to obtain and maintain the minimum insurance coverage in full force and effect throughout the term of this Agreement, and thereafter as to matters occurring during the term of this Agreement. If Contractor is self -insured, Contractor shall document its capability to provide similar coverage or assurance of coverage consistent with the insurance requirements. General Liability (Including operations, products, and completed operations, as applicable.) Automobile Liability Workers' Compensation The Contractor shall carry General Liability Insurance covering all operations performed by or on behalf of the Contractor providing coverage for bodily injury and property damage with a combined single limit of not less than five million dollars ($5,000,000), per occurrence. The policy coverage shall include: a. Premises operations and mobile equipment. b. Products and completed operations. c. Broad form property damage (including completed operations). d. Explosion, collapse, and underground hazards. e. Personal injury. f. Contractual liability. g. $10,000,000 general aggregate limit. Primary insurance coverage shall be written on an International Organization for Standardization (ISO) Business Auto coverage form for all owned, hired, and non- owned automobiles or symbol 1 (any auto). The policy shall have a combined single limit of not less than five million dollars ($5,000,000) for bodily injury and property damage, per occurrence. If the Contractor is transporting one or more non -employee passengers in performance of contract services, the automobile liability policy shall have a combined single limit of ten million dollars ($10,000,000) for bodily injury and property damage per occurrence. A program of Workers' Compensation insurance or a state -approved, self-insurance program in an amount and form to meet all applicable requirements of the Labor Code of the State of California, including Employer's Liability with $250,000 limits covering all persons including volunteers providing services on behalf of the Contractor and all risks to such persons under this contract. PAGE 96 i 1 An umbrella (over#prij )'or r excess policy may ibezusetl to*comply"with; limits or other primary coverage regwrements vynen, used theiu`mb eala; Liability polrey shall ,apply bodrly injury/property (pers©ital ,Umbrella Insurance? *to itlamage inj ury/advertising injury and ghall,mclude a dropdown%aprovlsion pnrovidmg^ ,n primary coverage for a'nyaiability,nof`coveretl by theiprrmary poircy`Tfie coverage hall aisotapply fo automotile,fiabrhty '� `-; 4 T j: , $1��,000 000 each acadrent,�$1 000 000 pohcy,limit bodily rrijury by , Empjpyers',-Llablllt 11r _ �, $1,`Oi00,00,Ozeach employee bodrly rnjury by tlrsea`se ' "; � s :a a Profess oaa� L ability Professio2al?Gabel ty lnsu RUN h a?h �r �ce,wr rrli�s 6fynbfj�,`' Tess than tee mrllronr($10 000,000) per claim and twenty w frlhon , r li T4`' 4 vAa L`i hi$}`v3�Y`4K /lF F' {. IA+% 44( F�';,'L� Ya'u`¢u,�+��:v`; Eror�san Omrs�s ons Ljabrhty Insurance Errors and Om signs+Crebjlrty ' y a i inpumnGe wixn emits of notilessihantten million ($f�0'0001000 � antl twiny Professional Lrabtlrty z 1 x mlino �� 2o'Bot) 000 re ate'Irmrts "s Y r (Errgrs antl Omissions) 3a $ i it +h ti'n f F vor ". -G Y `tv}�. ly 06yad�::A:�F lrTIt5T1 I�j b�.'�Ma-iG#i vt^5'T(uldR i`�':'ki, � I r s nceacoverage is provided on,a clarmsI atle ` pao °y the 3; wi, �t r r r ret4oactedat'eshall be shown antl must a beoretthetlate oaf theme starf } z ohthelcontractworkTl�eclarmsirjigdeunstrrancgshallleiiantametl'or fit, Ta �s .b�{�C evrtled S*'113- for mrrnmum of five aftericontract �tl�coeragyroed j A '(5) years �,, n .0 i � 3Y t F"Y4`sf'ix.z4l f x t �c ♦i },: + d$ ii. 'pit Q, Aq t l'- r l-�'a 5F �Y+.c.- � t 3:�PRj`��la �' h Contractoriss k del .� i!i er "Y , f ,is rJi he{'"YP kStlSryl l'sFS *�kz halh.have abuse or molestation insurance provrtlmg coverage y �r+a`,3�1•«�'''TRTaei`»a'`a-. ,v to a�l a to ees for the actual or threafenetl,abuse orq olestation�b '� _ Abuse/Molestation :,s f � Jt,izi r �sr7l�('r-tis yu d Hys anypne zofanyersonimthe ere Ycusfody yooGconttol of,aiynsu`ed , pcl udrhg negirgerit einployrrient; investigation and superv�siont Insurance z ,` — $ Thepoiscy (tall pyro�rde coverage for both defense and mdemnrtyw�r{{jjh I abihyshmrts. r of not less than onermillion dollars ($1 000 000);wrth`a two million dollars! �$2 OOOy000) aggregate PAGE 97 In addition to the Basic Requirements/Specifications for all Contracts, any contract that involves the use, handling, transportation, storage, abatement, containment ortesting of any substance that is potentially toxic or hazardous to the environment, including but not limited to, those listed as hazardous by the United States Department of Transportation or the CAL OSHA "Director's fist of Hazardous Substances" or listed as radioactive by the Nuclear Regulatory Commission, shall have the following additional requirements: Environmental Liability a. Environmental Liability Insurance with a combined single limit of not less than five million ($5,000,000) per claim or occurrence and a i separate aggregate for the contract project. The required additional insured endorsement shall protect the County without any restrictions. j b. If insurance coverage is provided on a "claims made" policy, the I "retroactive date" shall be shown and must be before the date of the start of the contract work. The claims made insurance shall be maintained or "tail" coverage provided for a minimum of five (5) years after contract completion. Cyber Liability Insurance with limits of no less than $1,000,000 for each occurrence or event with an annual aggregate of $5,000,000 covering privacy violations, information theft, damage to or destruction of Cyber Liability electronic information, intentional and/or unintentional release of private information, alteration of electronic information, extortion, and network security, The policy shall protect the involved County entities and cover breach response cost as well as regulatory fines and penalties. The Proposer must be able to obtain and maintain in full force and effect, throughout the term of the contract a performance guarantee in the form of a performance security bond or an irrevocable Letter of Credit, in the amount of twenty million dollars ($20,000,000) payable without condition to San Bernardino County, with surety acceptable to and approved by the Auditor -Controller, which bond or irrevocable letter of credit shall guarantee to the County full and faithful performance of all of the terms and provisions of this contract to be performed by the Contractor, and as Performance Security said contract may be amended, supplemented or extended. I If using a performance bond, it must be issued by a bonding company, which is an Admitted Surety Insurer under the provisions of Title 14, Chapter 2, Article 6 of the Code of Civil Procedure, commencing with Section 995.610 et seq., and licensed to conduct the business of insurance in the State of California. Such performance bond, including the bonding company issuing the bond, shall be acceptable in form and content to the County. PAGE 98 EXHIBIT 5 - RESPONSE TIME & LIQUIDATED DAMAGES FirstWatch OCU will provide the format for response time compliance and calculation of liquidated damages. For additional information on liquidated damages and response times, see Section 5.8. Advanced Life Support and Basic Life Support response times per response area: Response Priority Urban I Suburban Rural Wilderness Code 3 ALS 9:59 1 14:59 29:59 59:59 Code 2 ALS/BLS 15:59 22:59 44:59 99:59 Extended response times apply only to Code 2 and 3 priority level calls: Extended Response Times Priority .. Level Urban" - Suburban Rural Wilderness Liquidated Damages Code 3 - >19:59 > 24:59>69:59 $500 Code 2 > 25:59 > 32:59 > 54:59 >109:59 $500 _ Interfacility Transports (IFT) and Critical Care Transports (CCT) Response Term Compliance Standard Emergency ALS IFT 09:59 minutes -Non- Emergency Pre -Scheduled IFT > 2 hours +/- 15 minutes of scheduled time CCT 59:59 minutes _A. If the Contractor -falls below the 90th percentile in any EOA or response area, a Liquidated __- Damage_ assessment of $10,000 per EOA/response area per month will be applied. The Contractor will berequiredto add additional ambulance unit hours until compliance has been achieved. - - -B. If the Contractor fails to meet minimum response times in the same EOA or response area for a second consecutive month_ without adding the additional unit hours approved, a $50,000 Liquidated Damage assessment will be applied. The Contractor will be required to add additional ambulance unit hours until compliance is achieved. -C. If the Contractor is out of compliance in multiple EOAs or response areas more than three times In a year, a $75,000 Liquidated Damage assessment will be applied, in addition to Liquidated Damages noted in item A above. The Contractor will be required to add additional ambulance unit hours as a cure. D. If the Contractor is not successful in curing underperformance following these measures, the Contractor may be considered in Breach of Contract. PAGE 99 RESPONSE TIME & LIQUIDATED. DAMAGES EXAMPLE TABLE EOA XX Example 911 Responses Response Time Re uirement Total Respons es On Time Calls Late Calls 90% Fractile Liquidated Damages Contract Reference Urban 9:59 17:0 1700 50 97.14% Suburban 14:59 300 250 50 83.33% S10,000 + Root Cause Analysis -Add Unit Hours Code 3 Rural 29:S9 40 3S S 87.60% No LID until minimum of 100 calls reached 'Xlderness 59:55 1 2 1 2 0 100.00% Urban 15:59 650 S7E 75 88.46% $10,000 + Root Cause Analysis +Add Unit Hours Suburban 22:59 290 275 1g 94.83% Code 2 Rural 44:55 190 150 40 78.95% S10,000 + Root Cause Analysis +Add Unit Hours 'iVilderness 99:59 110 110 0 100.000% Section V, Subtotal 330,000 Operation s, 5.1, A, Extended Response Times Idaximum Extended Response Time Over 6iaximum Liquidated Damages Response times more than ten (10) minutes over the applicable response time shall be considered an Extended Response (1). 5.2 B, (2), (7) & (8). Code 3 Urban 19:S9 2 51,008 kudit all Extended Responses to identify root cause. Review ePCR to determine if any negative outcome may be attributed to the Extended [Response Exhibit Suburban 24:59 0 Rural 1 39:59 1 SE00 Wilderness 59:E9 0 Cadet Urban 25:59 a Audit all Extended Responses to identify root cause. Review ePCR to determine if any negative outcome maybe attributed to the Extended Response Suburban 32:59 1 5500 Rural E4:55 0 1101derness 108:59 0 Subtotal $2,000 IFT Responses All EOAs Combined Response Requirement Respons es On Time Calls Late Calls 90% Fractile Liquidated Damages Non- Emergency Pre -Scheduled IFT> 2 hours +1--15 minutes of scheduled time 1355 765 -90.00 g_O.'7->5 510.000 + Root Cause Analysis +Add Unit Hours CCT Responses All EOAs Combined Response ime lRequirement Total Respons es On Time Calls Late Calls SO% Fractile Liquidated Damages 59.59 1551 159 -161 8..5-S:s S10,000 + Root Cause Analysis +Add Unit Hours Subtotal $ZO,b00 Total Liquidated Damages for March 2024 $5ZU00 PAGE 100 EXHIBIT 6 - CLINICAL PERFORMANCE MEASURES & LIQUIDATED DAMAGES Summary of potential San Bernardino County EMS Clinical Performance Measures Clinical Performance Measures: Participation in State and National Benchmarkin ICEMA will require the submission of data consistent with Health and Safety (H&S) Code 1797.227 that would allow the County to participate in programs such as California EMS System Core Quality Core Measures Project, Cardiac Arrest Registry for Enhanced Survival (CARES), National Emergency Medical Services Quality Alliance (NEMSQA: formerly Emergency Medical Services [EMS] Compass), and Mission: Lifeline. Inland Counties Emergency Medical Agency ICEMA EMS Clinical Performance Measures ICEMA requires the Contractor to jointly develop Clinical Performance Standards based on the measures listed below. The agreed upon Clinical Performance Standards will be incorporated as performance requirements of this agreement through the Quality Improvement (Ql) Plan as outlined in Section 7.3 and according to ICEMA policy. It is understood, due to the nature of Clinical Performance Standards, a phase -in period as defined in Section 7.7 may be necessary, and measures may not be completely defined at the beginning of the contract, but will be based on the ICEMA Policy and Protocol Manual, state regulations and current best practice. These may include assessment, treatment, communication, transport, documentation, and provide for a quantitative measurement standard, such as: Assessment • Blood Glucose measurement for patients with altered neurological function, • 42-lead ECG obtained in patients with chest pain of suspected cardiac etiology, • Injured patients assessed for pain, • Estimate weight for pediatric patients. Treatment • Aspirin administered for chest pain of suspected cardiac etiology, • Glucose or glucagon administered for hypoglycemia, • Benzodiazepine administered for status epilepticus, • Nitroglycerin administered for acute pulmonary edema, • Albuterol administered for symptomatic asthma or Chronic Obstructive Pulmonary Disease (COPD), • Pain management (pharmacologic or non-pharmacologic) if pain scale >2, • End -tidal CO2 measured on every successful endotracheal intubation. Communication and Transport: • Prearrival hospital notification for stroke, ST-Elevation Myocardial Infarction (STEM]), or major trauma, • Direct transport of a patient with a suspected stroke, STEMI, or meeting trauma triage criteria to appropriate designated specialty care center. Documentation: • For refusal of care or transport, documentation that patient has decisional capacity, • Documentation of stroke scale assessment and time last known well for patients with stroke. PAGE 101 Summary of ICEMA EMS Clinical Performance Standards The chart below summarizes the background and derivation of the Clinical Performance Standards. , I CA Core NEMSQA2 Mission: GAMUT° Meyers et als TQIP6 Measures,Lifeline , Assessment Blood Glucose X x measured for Altered X X Mental Status 12-lead Electrocardiogram x ECG for chest ain Injured patients x assessed for pain Pediatric weight x estimation Treatment Aspirin for chest x x x pain Nitroglycerin Sublingual Tablets (NTG) for chest pain x or pulmonaa ema-..--- Glucose given for x x hypoglycemia Benzodiezepine for x x status epilepticus Albuterol for asthma x x or COPD Treatment of pain if x >2/10 End -tidal CO2 for Endotracheal Intubstion ETI Communication Pre -arrival hospital notification for stroke, x x STEMI, or major trauma Transport Stroke, STEMI, or major trauma to x X x X X specialty care center PAGE 102 Additional Suggested Measures • Medication Errors - Total annual or rate • Ambulance accidents — Response or transport • Mechanical issues delaying ambulance response or transport • Near misses (clinical error that does not result in an adverse patient outcome) • Patient complaints • Patient satisfaction surveys • EMS stakeholder and customer satisfaction surveys Measurement of Clinical Performance Clinical Performance Standards are a performance -based approach rather than an undefined level of effort. The Contractor shall commit to employing the level of effort is necessary to achieve the agreed -upon Clinical Performance Standards, As identified in the RFP, there are specific timelines for these to be developed in collaboration with 10EMA. it is understood that adequate time is being provided to determine a baseline measurement for each of the ongoing performance standards. The Contractor shall ensure EMS personnel are trained to current ICEMA standards in a manner consistent with this goal. Below are examples of Clinical Performance Measures used to indicate performance throughout EMS systems. Example of Clinical Performance Standards Cardiac Arrest Emergency Medical Dispatch {EMD) Basic Life Support (BLS) Advanced Life Support (ALS) 911 Receiving Hospital Specialty Care 1. Identification 1. Confirm 1. Cardiac I. ECG if Return of cardiac pulselessness Monitor of Spontaneous arrest Circulation 2. Cardiopulmona 2. Vascula (ROSC) 2. High Priority ry r access Dispatch Resuscitation 2. Primary (CPR) 3. Medications Percutaneous 3. Instructions for ECG if ROSC Coronary chest 3. Automated intervention compressions External (PCI) for Defibrillator STEMI (AED) 3. Targeted Temperature Management Chest Pain - 1. Determine call 1. Assess Vital 1. Cardiac 1. 12-lead 1. 12-lead ECG Pion traumatic acuity level Signs monitor ECG within 10 within minutes of 2. Administer 2. 12-Lead ECG 10 arrival 02, titrate minutes of Sp02 to 3. Acetylsalicyli arrival > gq% c Acid (ASA) PAGE 103 Shortness of 1. Identify high 1. 02 1, Assess 02 Breath priority 2. Assess 2. Albuterol for asthma/COP D 3. INTO for Pulmonary Edema Altered 1. Identify high 1. Assess 1. Evaluate for 1. If stroke Neurological priority vital signs stroke suspected, Function Computed 2. Sp02 2, Blood Glucose Tomography! Computed 3. Blood glucose 3. Vascula Tomography r Angiography 4. Treatment for Access (CTICTA) low BG 4. Treatme S. Naloxone for nt for suspected low BG opioid overdose Clinical Performance Standard Liquidated Damages It is the goal of ICEMA to ensure the delivery of quality clinical care that adequately addresses the medical condition of all patients. To adequately implement these measures, a period of eighteen (18) months that begins with the commencement of the contract will be necessary to allow time to identify, test, implement a process to measure specific clinical performance and evaluate performance improvement strategies. The Contractor shall work with ICEMA to identify baseline compliance rates and set an anticipated increased growth toward higher compliance rates after the initial 18-month period. If the Contractor underperforms, based on baseline compliance rates, the Contractor shall conduct a comprehensive performance improvement process that includes identification of the root causes. The Contractor will be required to implement a corrective action plan. ICEMA's Medical Director will work in consultation with the Contractor to make recommendations and ICEMA's Medical Director will have final approval of any corrective actions prior to implementation. If the Contractor fails to identify, evaluate, and then implement a corrective action plan, Liquidated Damages shall be assessed. The Contractor understands and agrees that the failure to comply with Clinical Performance Standards or other requirements in this contract will result in damage to ICEMA and the County. It will be impracticable to determine the actual amount of damage whether in the event of underperformance or nonperformance, failure to meet standards, or any other deviation. Therefore, the Contractor and ICEMA agree to the process to establish Liquidated Damages specified in this contract. It is expressly understood and agreed that the Liquidated Damage amounts are not to be considered a penalty, but shall be deemed, taken, and treated as a reasonable estimate of the damages to the County. If all corrective actions identified are implemented, no Liquidated Damages will be assessed. The Contractor shall pay Liquidated Damages to ICEMA every quarter following the initial 12-month period that the Contractor fails to attain Clinical Performance Standards and understands that the Clinical Performance Standards will be periodically updated to reflect current medical standards. Liquidated Damages paid by the PAGE 104 Contractor for each Clinical Performance Standard in which the Contractor fails to maintain the requisite compliance after a comprehensive Performance Improvement Plan, shall be established and assessed. The chart below is only an example. Baseline metrics will be set for each Clinical Performance Standard established for compliance as part of the Agreement. It is understood that these standards and baseline metrics will be established through a collaborative process and the standards and metrics will change and/or be modified over the terms of the contract. Contractor will be expected to meet the baseline metric for each clinical performance standard established. The table below provides examples of proposed Clinical Performance Standards (actual performance standards will be established): Clinical Performance Baseline Under- Damage Under- damages Under- Considered Standard Metric performance Assessed performance Assessed performance Breach of Examples i Contract Blood Glucose 95% 85-94% $1,500 . 75-84% _ Notify $3,00D Anything measurement below 65% in of for patients with a quarter Contrac altered t neurological Breach function administered 80% 75-79% $1,5 00 65-74% $3,000 Anything Notify administered for below 65% in of asthmasymptoor a quarter Contrac asthma or t COPD Breach The Contractor shall pay liquidated damages to 10EMA for the under -performance of Clinical Performance Standards as measured quarterly through the FirstWatch program, unless otherwise exempted by ICEMA. Exemptions include, but are not limited, to the following: 1. Verified equipment failure with appropriate documentation of reporting and resolution 2. Verified technical failure to upload 12-lead ECG 3. Communication failure for advance notice of trauma and stroke 4. Patient declines treatment and it is properly documented 5. Specialty Care Center unable to accept stroke, STEMI, or trauma patient. 6. Higher priority concerns take precedence (e.g., scene safety). PAGE 105 EXHIBIT 7 -EMERGENCY TAKEOVER LEASE AGREEMENT THIS EMERGENCY TAKEOVER LEASE AGREEMENT (Lease) is entered into as of 2024, between San Bernardino County (Lessee) and CONFIRE (Lessor or Contractor); WHEREAS, Lessor and Lessee have entered into an Emergency Ambulance Serviceswith Advanced Life Support Transport Agreement (911 Agreement), that permits the Lessee to take over the 911 system under certain conditions; and WHEREAS, in the event of Lessee's takeover of the 911 system, Lessor desires to lease certain ambulances, certain items of equipment, and certain facilities (collectively "Equipment") specified on Leased Equipment Attachment hereto, to Lessee, and Lessee desires to lease the Equipment from Lessor, upon the terms and conditions contained in this Lease; and WHEREAS, this Agreement shall only become effective upon a takeover by the County under the 9 11 Agreement; NOW, THEREFORE,- in consideration of the foregoing and the covenants and agreements contained herein and other good and valuable consideration, the sufficiency of which are hereby acknowledged and confessed; the -parties hereto, intending to be legally bound, do hereby represent, warrant, covenant and agree as follows: AGREEMENT - - 1. Lease of Equipment. Lessee leases from Lessor the Equipment specified on Schedule "A" Lessee hereby accepts the Equipment "as is and Lessee shall be fully and completely bound by each and all of the terms and conditions hereof. Lessee acknowledges that at the time of takeover, Lessee shall fully inspect the Equipment and verify that the Equipment is in good condition and repair. 2. Conditions Precedent to Lease. The conditions precedent to this Lease being effective shall be: a) A declaration by Lessee that Lessor has committed a material breach under the 911 Agreement; _b) that material breach has not been cured by Lessor within the cure period; c) Lessee terminates the 911 Agreement; and d) Lessee delivers to Lessor a written notice from the ICEMA Executive Officer or designee certifying that the County has elected to take over the 911 system, then Lessee shall take possession and control of the Equipment subject to the terms and conditions of this Lease. 3.- Term. The term of this Lease shall commence upon Lessee's satisfaction of the conditions precedent in Section 2 immediately above and shall continue for the same period of time on a month -to -month basis not to exceed twelve (12) months. 4. Rent. Lessee shall pay Lessor monthly rent in advance for the Equipment in an amount outlined in Section 13.7 of the 911 Agreement. Any nonpayment of Rent or other amounts payable under this Lease within ten (10) days of Lessor's written notice to Lessee shall bear interest at the lower rate of: a) Twelve percent (12%); or b) the maximum amount allowed by law. The Equipment will be used for operating the 911 system. Lessee shall not remove the Equipment from the County EMS system without obtaining Lessor's prior written consent. PAGE 106 5. Maintenance. Lessee shall, at its expense, repair and maintain the Equipment so that it will remain in the same condition as when delivered to Lessee, ordinary wear and tear from proper use excepted. Such repair and maintenance shall be performed in compliance with all requirements necessary to enforce all product warranty rights and with all applicable legal and regulatory requirements. Lessee shall enter Into and keep in effect during the Term those maintenance agreements with respect to the Equipment required by this Lease or hereafter required by Lessor. Upon reasonable prior notice, Lessee shall make the Equipment and all related records available to Lessor for inspection during regular business hours at the location of such Equipment. 6. Return. Lessee shall, at its expense, return such Equipment to Lessor in the same condition as tendered, ordinary normal wear and tear from proper use excepted. - 7. Liens. Lessee shall not directly or indirectly create, incur, assume, or suffer to exist any Lien on or with respect to any Equipment. Lessee, at its expense, shall promptly pay, satisfy, and take such other actions as may be necessary or reasonably requested by Lessor to keep the Equipment free and clear of, and to duly and promptly discharge, any such Lien. ---8. --Risk of Loss Lessee shall bear all risk of loss, damage, theft, taking, destruction, confiscation or _requisition with fespecttothe Equipment, however caused or occasioned, which shall occur prior to the return of such Equipment. In addition, Lessee hereby assumes all other risks and liabilities, including without limitation personal injury or death and property damage, arising with respect to - -- -- the Equipment including without limitation those arising with respect to the manufacture, -purchase, ownership, shipment transportation, delivery, installation, leasing, possession, use, storage and return of such Equipment, howsoever arising, in connection with any event occurring _ prior to such Equipment's return in accordance with the Lease. 9. Casualty. If any of the Equipment shall become lost, stolen, destroyed or irreparably damaged from any cause whatsoever, or shall be taken, confiscated or requisitioned (any such event herein - called an "Event of Loss"), Lessee shall promptly notify Lessor of the occurrence of such Event of Loss. 10. Insurance: Lessee shall, at its sole expense, carry and maintain insurance against such risks for the Equipment. Within five (5) days of Lessee taking possession and control of the Equipment, and, from time -to -time at Lessor's request, Lessee shall deliver to Lessor certificates of insurance or proof of self-insurance or other evidence reasonably satisfactory to Lessor showing that such Insurance coverage is, and will remain in effect, in accordance with Lessee's obligations under this Section. Lessor shall not, however, cancel any insurance Lessor carries for the Equipment without notification to Lessee of Lessor's intent to cancel ten (10) days prior to any cancellation. Lessor's failure to timely inform Lessee of its intent to cancel any insurance shall void Lessee's liability under paragraph 9 (Risk of Loss) if Lessee fails to timely obtain insurance under this section. 11. Taxes and Fees. Except to the extent exempted by law, Lessee hereby assumes liability for, and shall pay when due, all fees, taxes and governmental charges (including without limitation interest and penalties) of any nature imposed upon the Equipment, or the use thereof except any taxes on or measured by Lessor's income or the value of any of Lessor's interest in this Lease or the Equipment, or accruing prior to Emergency Takeover. PAGE 107 12. Limited Warranty. Lessor, not being the manufacturer or vendor of the equipment, makes no other representation or warranty, express or implied, as to the suitability or fitness for any particular purpose, the quality of the material of the material or workmanship of the equipment. 13. Events of Default. Time is of the essence in the performance of all obligations of Lessee. An "Event of Default" shall occur if: a) Lessee fails to make any Rent payment as it becomes due in accordance with the terms of this Lease and any such failure continues for a period of ten (10) days after written notice to Lessee from Lessor; or b) Lessee violates any covenant, term, or provision of this Lease, and such violation shall continue unremitted for a period of ten (10) days after written notice to Lessee from Lessor. 14, Remedies. If one or more Events of Default shall have occurred and be continuing after the ten (10) day notice period has lapsed, Lessor at its option, may: - - a, -Proceed by appropriate -court action or actions, either at law or in equity, to enforce performance - by Lessee of the applicable covenants of this Lease or to recover damages for the breach thereof, or b.--By notice to Lessee immediately terminate this Lease, whereupon all rights of Lessee to the possession and use of the Equipment shall absolutely cease and terminate as though this Lease - as to such Equipment had never been entered into; provided, however, Lessee shall nevertheless remain fully and completely liable under this Lease only for the payment of the outstanding Rental Payments for the balance of the then current month; and thereupon Lessor may without notice, by its agents enter upon the premises of Lessee where any of the Equipment may be located and take possession of all or any of such Equipment and from that point hold, possess, operate, sell, lease and enjoy such Equipment free from any right of Lessee to use such Equipment for any purposes whatsoever. 15; Notices Any consent, instruction or notice required or permitted to be given under this Lease shall be in writing and shall become effective when delivered, or if mailed when deposited in the United States mail, postage prepaid, registered or certified mail, return receipt requested, and addressed to Lessor or Lessee, as the case may be, at their respective addresses set forth in the 911 Agreement oratsuch other address as Lessor or Lessee shall from time to time designate to the other party by notice similarly given. 1.6. Miscellaneous. This Lease (including the Leased Equipment Attachment hereto): a. Constitutes the entire agreement between the parties with respect to the subject matter hereof, superseding all prior oral or written agreements with respect thereto. b. May be amended only by written instrument executed by both parties. c. May not be assigned by either party without the written consent of the other party. d. Shall be binding on and inure to the benefit of the parties hereto and their respective successors and permitted assigns. e. Shall be interpreted and enforced in accordance with the laws of the state of California, without regard to the conflict of law's provisions thereof, and the federal laws of the United States applicable therein. f. May be executed in several counterparts (including by facsimile), each of which shall constitute an original and all of which, when taken together, shall constitute one agreement; and shall not be effective until executed by both parties. PAGE 108 17. Electronic Signatures, This Contract may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute one and the same Contract. The parties shall be entitled to sign and transmit an electronic signature of this Contract (whether by facsimile, PDF or other mail transmission), which signature shall be binding on the party whose name is contained therein. Each party providing an electronic signature agrees to promptly execute and deliver to the other party an original signed Contract upon request. The parties executing this Lease Agreement warrant that they have full and complete legal authority to execute this Agreement on behalf of their agency. IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the day and year first written above. San Bernardino County By: Dawn Rowe, Chair, Board of Supervisors Date: CONFIRE By: Date: PAGE 109 LEASED EQUIPMENT ATTACHMENT The leased items shall include: All ambulance stations including, but not limited to, comfort stations utilized by Contractor at the time of an uncured breach or emergency takeover; and 2. All ambulances, bariatric ambulances, Supervisor vehicles, and support vehicles, not to total less than the maximum used at any point during the 911 Agreement prior to the emergency takeover and their associated medical equipment, medical supplies, and communication - -- equipment, including but not limited to, information technology such as computers and mobile - -data gateways to perform emergency ambulance services as required by this Agreement; and 3. In addition, Contractor shall make available to the County its on -hand medical supply inventory located at its main headquarters in San Bernardino County. PAGE 110 ATTACHMENT A REQUEST FOR PROPOSAL #: ICEMA23-ICEMA-4811 AND ADDENDA Access by clicking the link below: https://www.dropbox.com/sci/fo/p3krq3bv2r5oclyal oh3xsfh?rlke= 27kr'8wlr2uu i2u8'6va5af&dt= a PAGE 111 ATTACHMENT B PROPOSAL (REFERENCE ONLY) Access by clicking the link below: htt salwww.dro box.cornlscllfal 3kr 3bv2r5o aloh3xslh?rlke = 27kr'8wlr2uu i2u13 6va5af&dl= 0 PAGE 112