AGREEMENT BETWEEN THE COUNTY OF SAN MATEO AND AMERICAN MEDICAL RESPONSE WEST
THIS AGREEMENT, entered into this _____ day of _______________ , 2006, by and between the COUNTY OF SAN MATEO, hereinafter called "County," and AMERICAN MEDICAL RESPONSE WEST, hereinafter called "Contractor";
W I T N E S S E T H:
WHEREAS, pursuant to Government Code, Section 31000, County may contract with independent contractors for the furnishing of such services to or for County or any Department thereof;
WHEREAS, it is necessary and desirable that Contractor be retained for the purpose of providing medical transport services.
NOW, THEREFORE, IT IS HEREBY AGREED BY THE PARTIES HERETO AS FOLLOWS:
1.		Exhibits and Attachments
The following exhibits and attachments are included hereto and incorporated by reference herein: Exhibit A—Services Exhibit B—Payments and rates Attachment H—HIPAA Business Associate requirements Attachment I—§ 504 Compliance
2.		Services to be performed by Contractor
In consideration of the payments set forth herein and in Exhibit “B,” Contractor shall perform services for County in accordance with the terms, conditions and specifications set forth herein and in Exhibit “A.”
3.		Payments
In consideration of the services provided by Contractor in accordance with all terms, conditions and specifications set forth herein and in Exhibit "A," County shall make payment to Contractor based on the rates and in the manner specified in Exhibit "B." The County reserves the right to withhold payment if the County determines that the quantity or quality of the work performed is unacceptable. In no event shall the County’s total fiscal obligation under this Agreement exceed FOUR HUNDRED TWENTY FIVE THOUSAND DOLLARS, ($425,000).
4.		Term and Termination
Subject to compliance with all terms and conditions, the term of this Agreement shall be from January 1, 2006 through December 31, 2011. At the option of County, two (2) two (2) year extensions may be granted. This Agreement may be terminated by Contractor, the Chief Executive Officer of San Mateo Medical Center, or his/her designee at any time without a requirement of good cause upon one hundred twenty (120) days’ written notice to the other party. In the event of termination, all finished or unfinished documents, data, studies, maps, photographs, reports, and materials (hereafter referred to as materials) prepared by Contractor under this Agreement shall become the property of the County and shall be promptly delivered to the County. Upon termination, the Contractor may make and retain a copy of such materials. Subject to availability of funding, Contractor shall be entitled to receive payment for work/services provided prior to termination of the Agreement. Such payment shall be that portion of the full payment which is determined by comparing the work/services completed to the work/services required by the Agreement.
5.		Availability of Funds
The County may terminate this Agreement or a portion of the services referenced in the Attachments and Exhibits based upon unavailability of Federal, State, or County funds, by providing written notice to Contractor as soon as is reasonably possible after the county learns of said unavailability of outside funding.
6.		Relationship of Parties
Contractor agrees and understands that the work/services performed under this Agreement are performed as an independent Contractor and not as an employee of the County and that Contractor acquires none of the rights, privileges, powers, or advantages of County employees.
7.		Hold Harmless
Contractor shall indemnify and save harmless County, its officers, agents, employees, and servants from all claims, suits, or actions of every name, kind, and description, brought for, or on account of: (A) injuries to or death of any person, including Contractor, or (B) damage to any property of any kind whatsoever and to whomsoever belonging, (C) any sanctions, penalties, or claims of damages resulting from Contractor’s failure to comply with the requirements set forth in the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and all Federal regulations promulgated thereunder, as amended, or (D) any other loss or cost, including but not limited to that caused by the concurrent active or passive negligence of County, its officers, agents, employees, or servants, resulting from the performance of any work required of Contractor or payments made pursuant to this Agreement, provided that this shall not apply to injuries or damage for which County has been found in a court of competent jurisdiction to be solely liable by reason of its own negligence or willful misconduct.
The duty of Contractor to indemnify and save harmless as set forth herein, shall include the duty to defend as set forth in Section 2778 of the California Civil Code.
8.		Assignability and Subcontracting
Contractor shall not assign this Agreement or any portion thereof to a third party or subcontract with a third party to provide services required by contractor under this Agreement without the prior written consent of County. Any such assignment or subcontract without the County’s prior written consent shall give County the right to automatically and immediately terminate this Agreement.
9.		Insurance
The Contractor shall not commence work or be required to commence work under this Agreement unless and until all insurance required under this paragraph has been obtained and such insurance has been approved by Risk Management, and Contractor shall use diligence to obtain such issuance and to obtain such approval. The Contractor shall furnish the Department/Division with certificates of insurance evidencing the required coverage, and there shall be a specific contractual liability endorsement extending the Contractor's coverage to include the contractual liability assumed by the Contractor pursuant to this Agreement. These certificates shall specify or be endorsed to provide that thirty (30) days' notice must be given, in writing, to the Department/Division of any pending change in the limits of liability or of any cancellation or modification of the policy.
(1)			Worker's Compensation and Employer's Liability Insurance The Contractor shall have in effect during the entire life of this Agreement Workers' Compensation and Employer's Liability Insurance providing full statutory coverage. In signing this Agreement, the Contractor certifies, as required by Section 1861 of the California Labor Code, that it is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of the Code, and will comply with such provisions before commencing the performance of the work of this Agreement.
(2)			Liability Insurance The Contractor shall take out and maintain during the life of this Agreement such Bodily Injury Liability and Property Damage Liability Insurance as shall protect him/her while performing work covered by this Agreement from any and all claims for damages for bodily injury, including accidental death, as well as any and all claims for property damage which may arise from contractors operations under this Agreement, whether such operations be by himself/herself or by any sub-contractor or by anyone directly or indirectly employed by either of them. Such insurance shall be combined single limit bodily injury and property damage for each occurrence and shall be not less than the amount specified below.
			Such insurance shall include:
			(a)			Comprehensive General Liability . . . . . . . . . . . . . . . . . .		$5 million./$10 million
			(b)			Motor Vehicle Liability Insurance . . . . . . . . . . . . . . . . . .		$5 million
			(c)			Professional Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . .		$2 million
County and its officers, agents, employees and servants shall be named as additional insured on any such policies of insurance, which shall also contain a provision that the insurance afforded thereby to the County, its officers, agents, employees and servants shall be primary insurance to the full limits of liability of the policy, and that if the County or its officers and employees have other insurance against the loss covered by such a policy, such other insurance shall be excess insurance only.
In the event of the breach of any provision of this section, or in the event any notice is received which indicates any required insurance coverage will be diminished or canceled, the County of San Mateo at its option, may, notwithstanding any other provision of this Agreement to the contrary, immediately declare a material breach of this Agreement and suspend all further work pursuant to this Agreement.
10.		Compliance with laws; payment of Permits/Licenses
All services to be performed by Contractor pursuant to this Agreement shall be performed in accordance with all applicable Federal, State, County, and municipal laws, ordinances and regulations, including, but not limited to, the Health Insurance Portability and Accountability Act of 1996 (HIPAA), and the Federal Regulations promulgated thereunder, as amended, and will comply with the Business Associate requirements set forth in Attachment “H,” and the Americans with Disabilities Act of 1990, as amended, and Section 504 of the Rehabilitation Act of 1973, as amended and attached hereto and incorporated by reference herein as Attachment “I,” which prohibits discrimination on the basis of handicap in programs and activities receiving any Federal or County financial assistance. Such services shall also be performed in accordance with all applicable ordinances and regulations, including, but not limited to, appropriate licensure, certification regulations, provisions pertaining to confidentiality of records, and applicable quality assurance regulations. In the event of a conflict between the terms of this Agreement and State, Federal, County, or municipal law or regulations, the requirements of the applicable law will take precedence over the requirements set forth in this Agreement. Contractor will timely and accurately complete, sign, and submit all necessary documentation of compliance.
11.	Non-Discrimination and Other Requirements
A.	Section 504 applies only to Contractors who are providing services to members of the public. Contractor shall comply with § 504 of the Rehabilitation Act of 1973, which provides that no otherwise qualified handicapped individual shall, solely by reason of a disability, be excluded from the participation in, be denied the benefits of, or be subjected to discrimination in the performance of this Agreement.
B.	General non-discrimination. No person shall, on the grounds of race, color, religion, ancestry, gender, age (over 40), national origin, medical condition (cancer), physical or mental disability, sexual orientation, pregnancy, childbirth or related medical condition, marital status, or political affiliation be denied any benefits or subject to discrimination under this Agreement.
C.	Equal employment opportunity. Contractor shall ensure equal employment opportunity based on objective standards of recruitment, classification, selection, promotion, compensation, performance evaluation, and management relations for all employees under this Agreement. Contractor’s equal employment policies shall be made available to County of San Mateo upon request.
D.	Violation of Non-discrimination provisions. Violation of the non-discrimination provisions of this Agreement shall be considered a breach of this Agreement and subject the Contractor to penalties, to be determined by the County Manager, including but not limited to
				i)			termination of this Agreement;
				ii)			disqualification of the Contractor from bidding on or being awarded a County contract for a period of up to 3 years;
				iii)			liquidated damages of $2,500 per violation;
				iv)			imposition of other appropriate contractual and civil remedies and sanctions, as determined by the County Manager.
To effectuate the provisions of this section, the County Manager shall have the authority to examine Contractor’s employment records with respect to compliance with this paragraph and/or to set off all or any portion of the amount described in this paragraph against amounts due to Contractor under the Contract or any other Contract between Contractor and County.
Contractor shall report to the County Manager the filing by any person in any court of any complaint of discrimination or the filing by any person of any and all charges with the Equal Employment Opportunity Commission, the Fair Employment and Housing Commission or any other entity charged with the investigation of allegations within 30 days of such filing, provided that within such 30 days such entity has not notified Contractor that such charges are dismissed or otherwise unfounded. Such notification shall include the name of the complainant, a copy of such complaint, and a description of the circumstance. Contractor shall provide County with a copy of their response to the Complaint when filed.
E.	Compliance with Equal Benefits Ordinance. With respect to the provision of employee benefits, Contractor shall comply with the County Ordinance which prohibits contractors from discriminating in the provision of employee benefits between an employee with a domestic partner and an employee with a spouse.
F. E.	The Contractor shall comply fully with the non-discrimination requirements required by 41 CFR 60-741.5(a), which is incorporated herein as if fully set forth.
G.	Compliance with Contractor Employee Jury Service Ordinance. Contractor shall comply with the County Ordinance with respect to provision of jury duty pay to employees and have and adhere to a written policy that provides that its employees shall receive from the contractor, on an annual basis, no less than five days of regular pay for actual jury service in San Mateo County. The policy may provide that employees deposit any fees received for such jury service with the contractor or that the contractor deduct from the employees regular pay the fees received for jury service.
12.		Retention of Records, Right to Monitor and Audit
(a) CONTRACTOR shall maintain all required records for three (3) years after the COUNTY makes final payment and all other pending matters are closed, and shall be subject to the examination and/or audit of the County, a Federal grantor agency, and the State of California. (b) Reporting and Record Keeping: CONTRACTOR shall comply with all program and fiscal reporting requirements set forth by appropriate Federal, State and local agencies, and as required by the COUNTY. (c) CONTRACTOR agrees to provide to COUNTY, to any Federal or State department having monitoring or review authority, to COUNTY's authorized representatives, and/or their appropriate audit agencies upon reasonable notice, access to and the right to examine all records and documents necessary to determine compliance with relevant Federal, State, and local statutes, rules and regulations, and this Agreement, and to evaluate the quality, appropriateness and timeliness of services performed.
13.		Merger Clause
This Agreement, including the Exhibits attached hereto and incorporated herein by reference, constitutes the sole Agreement of the parties hereto and correctly states the rights, duties, and obligations of each party as of this document's date. Any prior agreement, promises, negotiations, or representations between the parties not expressly stated in this document are not binding. All subsequent modifications shall be in writing and signed by the parties.
14.		Controlling Law
The validity of this Agreement and of its terms or provisions, as well as the rights and duties of the parties hereunder, the interpretation, and performance of this Agreement shall be governed by the laws of the State of California.
15.		Notices
Any notice, request, demand, or other communication required or permitted hereunder shall be deemed to be properly given when deposited in the United State mail, postage prepaid, or when deposited with a public telegraph company for transmittal, charges prepaid, addressed to: In the case of County, to: Director, Payor and Provider Contracting San Mateo Medical Center 222 W. 39th Avenue San Mateo, CA 94403 In the case of Contractor, to: Chief Administrative Officer American medical Response West 1616 Rollins Road Burlingame, CA 94010

Exhibit A
In consideration of the payments set forth in Exhibit “B”, Contractor shall provide the following services:
I.	SUMMARY OF SERVICES TO BE PERFORMED BY CONTRACTOR
	A.		Contractor shall provide continuous, uninterrupted, countywide medical and non-medical transportation of selected San Mateo County patients as described herein twenty-four (24) hours a day, seven (7) days a week, throughout the term of this Agreement, unless otherwise specified in this Agreement. The service shall be according to the specifications set forth in this Agreement and according to standards, policies, and procedures established by the San Mateo Medical Center
	B.		Contractor shall provide data collection and reporting functions according to specifications set forth within this Agreement
	C		At County’s sole discretion, Contractor agrees that its employees and/or its subcontractors, assignees, and volunteers who, during the course of performing services under this agreement, have contact with children will be fingerprinted in order to determine whether they have a criminal history which would compromise the safety of children with whom Contractor’s employees and/or its subcontractors, assignees, or volunteers have contact.
II.	DETAILED SERVICE CATEGORIES, STANDARDS, AND REQUIREMENTS
	A.		Authorized Interfacility Transport
	1.		Applicable Transports: Applicable interfacility transports include, but are not limited to, the transport of a patient from a San Mateo County receiving hospital to San Mateo Medical Center, from San Mateo Medical Center or Burlingame Long Term Care Facility other area hospital, and board and care facilities. After receiving prior authorization, Contractor shall provide transport of certain medically stable patients from San Mateo Medical Center to other health care facilities and other discharge destinations and shall transport non-urgent patients to San Mateo Medical Center from other inpatient facilities operated by the County.
			In the event that a patient needs a higher level of medical care than can be provided by EMT-I personnel, Contractor shall transport that patient using an ambulance and personnel meeting the specifications of the Chief Executive Officer of the San Mateo Medical Center or her designee.
	2.		Required Response Time: If the transport has been pre-scheduled at least sixteen (16) hours in advance, Contractor shall provide an on-time response. This on-time response means that Contractor’s vehicle must arrive at patient’s location within fifteen (15) minutes of the pre-scheduled time. If the transport has not been pre-scheduled sixteen (16) hours in advance, the ambulance must arrive within three (3) hours of the requested time. Transports shall be scheduled by County staff. Failure of Contractor to consistently meet the required response times may constitute a breach of contract as determined by County.
	3.		Vehicle, Equipment, and Personnel: The transporting vehicle must be an ambulance, not more than seven (7) years old, which is licensed by the California Highway Patrol and meets all additional medical specifications of the San Mateo County emergency Medical Services Agency. All vehicles shall have the capability of two (2) way voice communication with the San Mateo County Public Safety Dispatch Center and Receiving Hospitals and shall be equipped with a radio capable of communicating with the San Mateo County Emergency medical Services System within the range of UHF 460-490 MHz. Medical equipment must meet any additional equipment requirements specified by County. First aid kits, meeting all specifications of the Vice President of Patient Care Services and Long Term Care, shall be available on each vehicle and vehicles should be equipped with cellular telephones.
			Contractor must staff all vehicles with two (2) currently certified Emergency Medical Technicians (EMTs), or higher level. Attendants must be competent in CPR and advanced first aid. In accordance with the California Highway patrol, Ambulance Drivers’ Handbook, Section 1105, ambulance Drivers’ Responsibilities; Paragraph (e) “Driver’s Condition: No person shall drive or be directed to drive an ambulance when his/her ability to operate the ambulance is adversely affected by fatigue, illness, or any other cause.
		4.		Patient Medical record: A patient medical record, according to the specifications of the Vice President of Patient Care Services and Long Term Care shall be completed for each patient. A copy of the medical record shall be retained on file by Contractor.
III		QUALITY ASSURANCE AND REPORTING REQUIREMENTS
		1.			Quality Assurance Program: Contractor shall have a detailed quality assurance program for service provided under this Agreement approved by the Vice President of Patient Care Services and Long Term Care.
		2.			Attendant Documentation: For all patient transports, attendants shall complete written documentation according to the specifications of the Vice President of Patient Care Services and Long Term Care. Contractor shall supply copies of such documentation to County upon request.
		3.			Summary Reports: Contractor shall make quarterly summary reports to County. These reports shall be submitted by Contractor to the Vice President of Patient Care Services and Long Term Care or her designee. Supplying to County false or misleading information or supplying information so incomplete as to effectively mislead or falsification of data supplied to County during the course of operations, including by way of example, but not by way of exclusion, dispatch data, patient report data, response time data, or falsification or deliberate omission of any other data required under this Agreement shall constitute a breach of contract., The quarterly reports shall include, but shall not be limited to, the following information:
					a.		For each service category, every transport occurring within the reporting period to include the date of transport, patient’s name, payer category, location from which patient was transported, destination, time of dispatch, time of arrival at the patient’s location, time of arrival at the destination, attendants, and amount billed (if any);
					b.		List of all EMTs and other attendants employed to include their names, certification status, employment dates, and verification of specialized training
		4.			Financial Reports: Contractor shall supply to County quarterly financial reports unless specified otherwise by the San Mateo Medical Center vice President of Patient Care Services and Long Term Care, or her designee. These reports will e submitted by Contractor to the Vice President of Patient Care Services and Long Term Care or her designee. Supplying to County false or misleading information or supplying information so incomplete as to effectively mislead or falsification of data supplied to County during the course of operations, including by way of example, but not by way or exclusion, amount billed or collected, or payer source, or falsification or deliberate omission of any other data required under this Agreement shall constitute a breach of contract. Unless otherwise specified by the San Mateo Medical Center Vice President of Patient Services and Long Term Care, the financial reports shall include, but shall not be limited to, the following information:
					a.		Billing and collection for each patient transported including billing information and payment source;
					b.		The total amount billed and collected within the reporting period, including billing information and payer sources; and
					c.		All collections received within the reporting period which were billed but not received within previous reporting periods.
		3.			Billing Procedures:
					Contractor’s collection practices shall be in accordance with all State collection laws and regulations and subject to other applicable provisions of this Agreement. Contractor shall establish and follow a written procedure to identify indigent patients consistent with Section III paragraph 2.
IV.		OTHER PROVISIONS
		A.				Right of Inspection
						County or any of its duly authorized employees or agents shall have the right to make inspections or investigations at any time without prior notice for the purpose of determining whether Contractor is complying with the terms and conditions of this Agreement. Contractor shall make available to County, its records with respect to all matters covered by this Agreement. County may make excerpts or transcripts from such records and make audits of all contracts, invoices, materials, payrolls, inventory records, records of personnel, daily logs, conditions of employment and other data related to all matters covered by this Agreement. A County representative may ride as “third person” on any of Contractor’s transport vehicles at any time without prior notice. A County representative may inspect any emergency ambulance at any time without prior notice.
		B.				Reporting Deficiencies
						In the event that contractor is found to be in substantial violation of any of the terms and conditions of this Agreement, the Vice President of Patient Care Services and Long Term Care shall notify Contractor of such deficiency, and Contractor shall make necessary corrections to the full satisfaction of County. Such violations shall include, but are not limited to, deficiencies in personnel’s qualifications/certifications, required training, vehicles, equipment, or quality assurance program, and actions which are not in the best interests of efficient and effective patient care.
		C.				Successors-In-Interest
						Each and every term and condition of this Agreement shall be binding upon and enforceable by County against any successor in title of, or to any interest in, American Medical Response West.
		D.				Bankruptcy
						This Agreement, at the option of County, shall be terminable immediately upon 24 hour written notice in case of bankruptcy, voluntary or involuntary, or insolvency of Contractor, but shall be unaltered by bankruptcy, reorganization, or insolvency of Contractor.
		E.				Right to Require Performance
						The failure of County at any time to require performance by Contractor of any of the provisions hereof shall in no way affect the right of County thereafter to enforce same. Nor shall waiver by County of any breach of any of the provision hereof be taken or held to be a waiver of any succeeding breach of such provisions or as waiver of any provision itself.
		F.				Illegal Provisions
						If any provision of this Agreement shall be declared illegal, void, or unenforceable by a court of competent jurisdiction, the other provisions shall not be affected and shall remain in full force and effect.
		G.				Notice to County
						Throughout the life of this Agreement, Contractor agrees to notify County in writing of any and all claims, accidents, and/or incidents which might give rise to litigation arising out of Contractor’s performance pursuant to this Agreement within forty-eight (48) hours of occurrence and anytime that contractor receives information regarding litigation arising from Contractor’s performance pursuant to this Agreement.