Attachment 2-AMR -Sheppard AFB - Wichita County EMS Contract.pdf

EXCLUSIVE RIGHTS CONTRACT

FOR EMS AMBULANCE SERVICE TO WICHITA COUNTY, SHEPPARD AFB TX, AND THE

CITIES OF WICHITA FALLS, IOWA PARK, AND BURKBURNETT, TEXAS

This contract for EMS Services ("Contract") entered into this 20th day of February, 2018, by and between the Cities of Wichita Falls, Iowa Park, and Burkburnett, Texas, each a home rule municipal corporation of the State of Texas, the County of Wichita, and Sheppard Air Force Base, Texas, (hereinafter referred to all as the "Entities") and American Medial Response Ambulance Services, Inc., herelnafter referred to as

"Contractor" . The Entities and Contractor are collectively referred to herein as the "Parties."

NOW, THEREFORE, for and in consideration ofthe covenants and agreements herein contained and other good and valuable consideration, including, without limitation, the award of exclusive EMS Service market rights, the receipt and adequacy of which are hereby forever acknowledged and confessed, the Parties agree as follows:

Article 1 - Definitions

The following words and phrases as used in this contract, unless a different meaning is plainly required by context, shall have the following meanings. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the contract document

1.1 Ambulance: Any privately owned vehicle specifically equipped or specifically used for transporting the sick or injured and including, but not restricted to, emergency or transfer vehicles used for such purpose, and invalid coaches, but does not include funeral coaches used for the transportation ofthe dead or air ambulance service.

1.2 Ambulance service: Any transportation of patients or persons for hire or gratuitously, either for emergency or non-emergency reasons perfonned by an ambulance, but does not include funeral coaches used for the transportation of the dead or air ambulance service.

1.3 Attendant: A trained and/or qualified individual responsible for the operation of an ambulance and the care of the patients, whether or not the attendant also serves as driver.

1.4 Designated Call Type: Emergency Medical Dispatch designated call types are as follows:

Priority - Code 3 Life-Threatening Medical Call

Non-Priority - Code 1 or 2 Non-Life Threatening

1.5 EmergencY/Urgent: An emergency is any circumstance that calls for an immediate action and which the element of time in transporting the sick, wounded or injured for unscheduled medical treatment at an emergency room or a facility providing emergency medical care is or may be essential to the health or life of any person.

1.6 Emergency Call: Any request for an ambulance that is made by telephone or other means of communication in circumstances which are or have been represented to be of an emergency/urgent nature, which requires an unscheduled transport to an emergency room at a hospital or a facility providing emergency care.

1.7 Emergency Medical Dispatch: A system whereby emergency call takers can eval uate the caller's type of medical or trauma situation so as to better dispatch emergency services and provide quality instruction to the cal ler before help arrives.

1.8 Emergency Medical Service (EMS): The provIsion of basic or advanced life support and transportation of patients to an emergency room of a hospital for emergency pre-hospital care. For this contract, EMS service is exc lusively provided by a private contractor (the Entities' EMS provider) under contract. In addition, the Entities provide First Responder services (wh ich may include basic or advanced life support) to its contracted EMS provider through member of the

Entities Fire Departments.

1.9 Emergency Medical Service Personnel: A person employed to provide basic or advanced life support and certified as a basic emergency medical technician, emergency medical technician intermediate, or an emergency medical technician-paramed ic.

1.10 Emergency pre-hospital care: Care provided to the sick or injured either on the scene or during emergency transport to an emergency room at a hospital or a facility providing emergency medical care.

1.11 EMS Provider: The entity under contract with the aforementioned contractors (Entities) that provides EMS services to residents of the Cities of Wichita Falls, Iowa Park, Burkburnett, Wichita

County, and Sheppard AFB.

1.12 First Responder: Members of the Entities Fire Departments who are assigned responsibility for responding to ca lls received from each Entity's 91 1 Dispatch Center for emergency medical service.

1.13 Medical Facility: Any building or place of business established for the purpose of 1.15 examination or treatment by a licensed physician of individuals that are sick or injured.

1.14 Non-emergency ambulance transfer service: The operation of a service to transport patients for non-emergency, previously scheduled, medical treatment from a point originating and terminating within the Wichita County and Sheppard AFB.

1. 15 Originates: For purposes of this chapter, a call for EMS services "originates" within the Entities limits ifthe person in need of EMS service (emergency pre-hospital care or emergency ambulance.

1.16 Stand-By: An occasion in which an ambulance is requested to be present at an event or incident involving a potential danger to personnel, participants, or the general public.

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Article 2 - Franchise Granted

2.1 Exclusive EMS Franchise Granted

The Contractor shall provide all emergency medical service response for each of the aforementioned

Entities and shall furnish its own employees, facilities, vehic les, on- board equipment, vehic le radio equipment, and computer-aided dispatch hardware and software. Contractor's ambulance services shall be financed exclusively on a fee for service basis, under a franchise fee arrangement according to this Contract.

Contractor may charge user fees for services rendered under this Contract, which are consistent with the market rates as determined by the Consumer Price Index for All Urban Consumers (CPI-U)

a. Except for subsidies, if any, paid to Contractor under this Contract, Contractor shall be compensated for its services solely through the following sources:

( I ) Third-party payers;

(2) Persons or entities who use ambu lance services or other persons responsible for such use of ambulance services; and

(3) Contract purchasers of ambulance serVIces, including facilities that contract for non-emergency and emergency inter-facility transports .

b. The exclusive franchise rights granted by this contract do not apply to any ambulance or ambulance service or to the driver or attendant of any ambulance:

(1) Which is rendering assistance to patients in case of a major catastrophe or emergency with which the licensed ambulances of the Entities are unable to cope; or

(2) Which is transporting a non-emergent patient who is picked up from a location in or beyond the limits of the Entities and transported to a location within the Entities' territorial limits.

(3) Which is transporting a patient who is picked up from a location beyond the limits of the

Entities and transported to a location beyond the limits of the Entities and only incidentally passing through the Entities; or

(4) Which is transporting a patient who is picked up from a location within the Entities limits and transported to a location beyond the limits of the Entities; or

(5) Which is operated by an agent or employee of the federal or state government if such service is done in performance of his official duties.

2.2 Stand-By for Fire Incidents

Contractor shall provide, at no cost to each Entity, stand-by services for "working" Structure Fires in which the fire involves the structural components of a residential, commercial, or industrial building where there is at least one hose line connected to an interior or exterior fire attack.

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2.3 Patient charges

Contractor agrees to ensure an Average Patient Charge (herein after referred to as "APC") as determined by fair market rates using information provided by the CPI-U.

2.4 Schedule of rates; posting

Every ambulance shall have posted, in a conspicuous place read ily visible to the occupants, a statement showing the base rate and the mileage charge per loaded mile. Such rates, as posted, shall be the same as those contained in the schedules filed with the City Clerk of Wichita Falls and representatives of other

Entities.

2.5 Franchise fee To compensate the Cites and County fo r the use of public streets and right-of-way, the Contractor shall , during the term of this Contract, pay to the Entities of Wichita Falls for disbursement to each Entity, at the office ofthe Director of Finance in lawfu l money of the United

States, five hundred dollars ($500) each, or a total of $2,000, which said remittance shall be made annual ly on ovember 1, and for the durat ion ofthe contract. The Franchise Fee shall be in lieu of any other fees or charges imposed by any other ordinance now or hereinafter in force during the life hereof, but shall not release the Contractor from the payment of ad valorem taxes levied, or to be levied, on property it owns.

2.6 Subsidy charges.

During the term of this Contract, Contractor will not require any form of subsidy to be paid by the Entities .

Article 3 - General Financial and Administrative Provisions

3.1 Assignment

The Contractor shall not assign any portion of this Contract without prior written consent of the Entities fo llowing approval by the Entit ies of Wichita Falls Emergency Medical Services Advisory Board. The

Entities and the Board shall have discretion to approve or disapprove any assignment based on any reason they deem appropriate. Any assign ment made contrary to the provisions of this Section 3.1 shall immediately terminate the Contract and shall not convey any rights to the assignee. Any material change in the Contractor's ownership or control shall, for the purposes of the Contract, be considered an assignment.

The Entities may require credentials and financial information from the proposed assignee and may base its consent to approve assignment in whole or in part on the information provided.

3.2 Permits and licenses

By execution of this Contract, Contractor represents and warrants that it currently holds and shall continue to hold during the term of this Contract any and a ll required federal, state, and local licenses required to perform the duties under thi s Contract. In addition, the Contractor shall make all necessary payments for licenses and permits to perform all obligations under this Contract. The Contractor assures that all necessary renewals shall be made on time. The Contractor is responsible for assuring that all of its personnel hold valid state and local certifications at a ll t imes required to meet the Contractor's responsibiliti es under this

Contract.

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3.3 Compliance with laws and regulations

A ll services furnished by the Contractor under this Contract shall be rendered in fu ll compliance with al l app licable federal , state, and local laws, ord inances, rules, and regulations. It shall be the Contractor's sole re ponsibility to be fully familiar with all laws, ru les, and regulations that apply to the services provided by the contractor and to comply with them at all times. Contractor shall immediately give notice to the Entities of any violations of such laws.

3.4 Audits and inspections

Each Entity may at any time, and without notification, directly observe the Contractor's operations at its communications center, maintenance facility, and any ambu lance post location. Entity representatives may ride as an observer on any Contractor ambulance, subj ect to app licable law and Contractor's policies.

a. The Entities shall have the right to audit the reports and data that the Contractor is required to provide under the Contract. Such audits will be conducted during normal business hours with a minimum of forty- eight (48) hours' notice to the Contractor.

b. Contractor must keep all of its financial records in a manner consistent with generally accepted accounting principles as followed by the American Institute of Certified Public Accountants.

c. Within 120 days of the close of each fi scal year, Contractor must, at its expense, present to the

Chair of the Wichita Falls EMS Advisory Board an audit report and consolidated financial statement of the business, whether so le proprietorship, company, partnership or corporation and its subsidiaries and affiliates, together with an auditor's op inion that the financia l records are kept in conformity with generally accepted accounting principles and that the audit present fairly the financial position of the business. otwithstanding the foregoing, if Contractor is a publicly traded company, Contractor may satisfy this paragraph by providing publicly filed documents required by the Securities and Exchange Commission.

d. The books and records of the Contractor shall be open at any reasonable time for inspection by each Entities Manager/Administrator, Judge, or official designee.

3.5 Reports

The Entities have the right to request information from Contractor to insure the publ ic safety and Contractor must provide the requested infonnation within a reasonable period as determined by the Chair of the EMS

Advisory Board or his designee. This information includes, but is not limited to:

a. Monthly Response Time Compliance Report due by the 15th of the following month;

b. A listing of each response time exception over 10 minutes, including the reasons for the exception;

c. A listing of all emergency responses over the allowed response time within the Entities Limits or jurisdictional/response district whether or not a transport was required ;

d. Vehicle availabi li ty log;

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e. Information about a ll complaints and the resolution of those complaints;

f. A listing of all emergency call s requiring mutual aid, including aircraft, and the reason mutual aid was necessary;

g. The Entities may decide other information is necessary to ensure superior system performance. The final decision for content, quantity, quality and frequency of information required from Contractor is in the sole decision of the EMS Advisory Board Chair or his designee.

3.6 Relationship of the Parties

Nothing in this Contract shall be construed to create a relationship of employer and employee or principal and agent, partnership, joint venture, or any relationship other than that of independent parties contracting with each other solely for the purpose of carrying out the provisions of the contract. Nothing in the Contract shall create any rights or remedies in any third party, it being solely for the benefit of the Entities and the

Contractor.

3.7 Rights and Remedies Not Waived

The Contractor hereby covenants that the provision of services to be performed by the Contractor under the

Contract shall be completed without any further compensation than that provided for in the Contract. The acceptance of work under the Contract and the payment therefore shall not be held to prevent maintenance of an action for failure to perform work in accordance with the Contract. In no event shall the payment of consideration by the Entities be construed as a waiver by the Entities of any default or breach by the

Contractor. The payment shall in no way impair or prejudice any right or remedy avai lable to the Entities with respect to default. Failure of either party hereto to insist on the strict performance of any of the contractual terms herein or to exercise any rights or remedies accruing hereunder upon default or failure of performance shall not be considered a waiver of the right to insist on and to enforce by any appropriate remedy, str ict compliance with any other obligation hereunder or to exercise any right or remedy occurring as a result of future default or failure or performance.

3.8 End Term Provisions

The Contractor shall have ninety (90) days after termination ofthe Contract in which to supply the required financia l statements and other such documentation necessary to facilitate the winding up ofthe Contract at the end ofthe term.

3.9 Notice of Litigation

The Contractor shall notify in writing the EMS Advisory Board Chair or his designee with in seventy-two

(72) hours of any material litigation or potential for material litigation of which the Contractor knows or has reason to know and which is in any way related to the Contract, involving, without limitation, the

Contractor, the Contractor's related organizations, affi liates, subsidiaries, owners, and key personnel.

3.10 Terms and Renewal Provisions

The term of this Contract shall be for a period of five (5) years beginning

_______________ . The Contractor may receive, at the discretion of the Entities, up

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Thereafter, to exercise additional authorized contract term extensions, Contractor must, no later than six (6) months prior to the end of the extension period, request in writing for each additional one (1) year extension.

3.11 Performance security

Contractor shall establish and provide to Entities a twenty-five thousand dollars ($25 ,000) performance security. The performance security shall be provided on an annual basis. The performance security will be fulfilled by a letter of credit, performance bond, or cash escrow account in a form acceptable to the Entities.

The purpose of the performance security is to recover costs to the Entities for accepting and admin istering applications for an ambulance service in the event the Contract is terminated. Said performance security shall be forfeited for any of the following conditions:

Failure to give one hundred twenty (120) days advance written notice of termination of business.

Failure to correct a breach of the terms and conditions of this contract within a thirty (30) day period, after receiving written notice of same. A material breach is one that is of urgent public necessity (including, without limitation, if applicant's license permitting it to conduct its business has been revoked by the Texas Department of State Health Services, repeatedly failing to provide the proper number of or properly operating units, failing to provide liability insurance, engaging in discriminatory practices, any unsafe or illegal activity that might affect the citizens of

Entities).

Article 4 - Insurance and Indemnification

4.1 Insurance requirements

At all times during the term of this Contract and throughout any extension periods thereof, Contractor shall obtain and pay all premiums for and furnish a Certificate of Insurance to the

Entities for insurance as specified below. For liability arising from the actions or inactions of

Contractor or Contractor's personnel, all such policies shall name each of the Entities as "additional insured." Contractor shall furnish the Entities with a Certificate of Insurance indicating that the types and amounts of insurance required hereunder are in full force and effect. Contractor shall provide the Entities of Entities thirty (30) days written advance notice of any cancellation, change, termination, failure to renew or renewal , or any change in coverage of any such policy or policies reflected on said certificate.

Insurance coverage shall meet the following minimum requirements:

a. Worker's compensation. Contractor bears all responsibility for any injuries or Injury related loss suffered by its employees, agents, or officers. Contractor shall have in place Worker's

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Compensation Insurance as permitted by the laws of the State of Texas or maintain a s imilar employee inj ury benefit plan to provide the necessary coverages.

b. Commercial General Li ability. Commercial general liability insurance in an amount not less than two million dollars ($2,000,000) per occurrence combined single limits (CSL) for all claims result ing from bodily injury ( including death) and/or property damage arising out of the operations ofthe ambulance serv ice authorized hereunder.

c. Automobile liability. The fo llowing coverage is required:

I. Uninsured Motori st. Uninsured/underinsured motorist coverage, covering all automobiles and including all owned, hired, or leased vehicles in an amount equal to or greater than the minimum liability limits required by law;

Employer's on-Owned Auto Coverage. Employer's non-owned liabil ity in an amount equal to the liabili ty limits set fo rth in Subsection b, immediately above.

d. Ambulance liability. A po licy covering the liabili ty created by ambulance operation to a limit called fo r in Subsection b. hereof. It is further understood that due to the nature of this ri sk, it is presently necessary to obtain this coverage through the Assigned Risk Pool, and that policy form must be accepted as offered,

e. Malpractice. Malpractice insurance in an amount not less than two million do llars ($2,000,000) fo r each cla im .

f. Excess liability insurance umbrella. Excess liability insurance umbrella in an amount of at least ten million dollars ($ 10,000,000) shall be provided as additional coverage to all underlying liability policies (including Profess ional L iability). This poli cy may be written as a "Form Following

Excess" policy.

g. Submission of policies. Ev idence of insurance po lic ies required hereunder shall be submitted to the

Entities. Satisfactory evidence that such insurance is at all times in full force and effect shall be furnished to the Entities.

h. Effect of cancellation or termination. The cancellation or other termination of any policy of insurance required hereunder shall be cause for default by Contractor. The Entities has the right to automatically revoke and terminate this Agreement fo r ambul ance service granted hereunder, unless another in surance policy complying with the prov isions of this section shall be provided and be in fu ll force and effect at the time of such cancellation or other termination.

l. Issuers of policies. The issuer of any policy must have a certificate of authori ty to transact insurance business in the State of Texas. Each issuer must be responsible and reputable and must have fi nancial capability consistent w ith the risks covered. Each issuer shall be subj ect to approval by the Entity's Office of Risk Management as to confo rm ance with these requirements.

J. Deductibles . Contractor maintains several large deductible or se lf- insured retentions for insurance policies required herein. A policy may contain deductible amounts only if the Entities approves the amount and the scope of the deductible, but such approval shall not be unreasonable withhe ld .

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Contractor shall assume and bear any claims and losses to the extent of such deductible amounts and waives any claim it may ever have for the same against the Entities, its officers, agents and employees.

k. Subrogation. Each policy must contain an endorsement to the effect that the issuer waives any claim or right in the nature of subrogation to recover against the Entities, its officers, agents and employees.

1. Liability for premium. If any of the policies referred to above does not have a flat premium rate and such premium has not been paid in full , such policy must have a rider or other appropriate certificate or waiver sufficient to establish that the issuer is entitled to look only to Contractor for any further premium payment and has no right to recover any premiums for the Entities,

m. "Occurrence" form required. All coverage, except professional liability, furnished hereunder shall be written on an "occurrence" basis not a "claims-made" basis, provided, however, a combination of "claims made" coverage and "extended reporting endorsement" ("tail coverage") for a period of three (3) years following expiration of this Agreement shall be considered equivalent to "occurrence" coverage. Furthermore, nothing in this provision shall be construed as prohibiting partial self-funding of defined aspects of coverage, provided that self-funding financial arrangements and risk- management aspects are approved in writing by the Entities of Entities.

4.2 INDEMNIFICATION

CONTRACTOR SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND THE ENTITIES AND ITS

OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS,

DEMANDS, LIABILITIES, PENAL TillS, DAMAGES, EXPENSES, AND JUDGMENTS, ARISING

OUT OF OR RELATING TO CONTRACTOR'S OPERATIONS OF EMS OR NON-EMERGENCY

AMBULANCE TRANSFER SERVICE AS PROVIDED FOR IN THIS CONTRACT, INCLUDING

THOSE CLAIMS, DEMANDS, LIABILITrES, PENALTIES, DAMAGES, EXPENSES, AND

JUDGMENTS WHICH INVOLVE OR MAY INVOLVE THE ACTUAL OR ALLEGED NEGLIGE CE

OF THE CONTRACTOR OR ANY OF ITS OFFICERS, AGENTS OR EMPLOYEES. THE

CO TRACTOR SHALL HAVE A RIGHT, AT ITS SOLE DISCRETION, TO DEFEND ANY SUCH

SUIT WITH ATTORNEYS OF ITS OWN SELECTION AT ITS OWN EXPENSE. FOR PURPOSES OF

THIS INDEMNIFICA TION PROVISION, ACTS AND/OR OMISSIONS OF CONTRACTOR'S

OFFICERS, AGE TS, AND EMPLOYEES SHALL BE CO SIDERED THE ACTS AND OMISSIONS

OF CONTRACTOR. THE ENTITillS AGREES THAT IF CONTRACTOR'S INSURER IS REQUIRED

TO RESPOND TO THIS INDEMNITY PROVISIO PURSUANT TO THE CONTRACTUAL

LIABILITY CLAUSE PROVIDED IN SECTION 4.1 , SUCH INSURER SHALL BE LIABLE TO THE

EXTENT OF THE POLICY LIMITS. NOTHING IN THE PRECEDING SENTE CE SHALL BE

CO STRUED TO LIMIT THE LIABILITY OF CONTRACTOR FOR THE INDEMNITY REQUIRED

IN THIS SECTION; IT IS EXPRESSLY UNDERSTOOD THAT CONTRACTOR SHALL BE FULLY

RESPO SIBLE FOR THE INDEMNIFICATION PROVIDED HEREIN WHETHER

Article 5 - Default and Termination Provisions

5.1 Events of Default

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a) This contract is subject to termination or suspension by the Entities where it shall appear that any ofthe following events of default has occurred:

I. The Contractor has fai led or neglected to render the full service granted by this contract, including the performance of a ll emergency responses, subject to the Force Majeure provisions in Section 9.14.

2. The contract was obtained by an application of which any material fact was omitted or stated fa lsely.

3. The Contractor has permitted its vehicles to be operated in violation of any law exc luding motor vehicle moving vio lations.

4. The Contractor has failed to comply with any of the material provisions hereof, or has willfu lly or knowingly violated any of the material provisions hereof.

5. The Contractor has given or allowed a rebate commission or any reduced rate discount not provided for in the rates established and prescribed herein, or as otherwise acceptable by

Medicare and/or Med icaid.

6. The Contractor or his agent has induced or sought to induce a change of destination to or from a hospital or other place specified by the person hiring the ambu lance, provided, however, this shall not apply to emergencies.

7. The Contractor or his agent has knowingly rece ived any payment, favor or gratu ity from any mortuary operating in the Entities for the purpose of inducing any person transported by said Contractor or his agent to utilize the serv ices of said mortuary, and no Contractor shall engage in or have any financial interest in a mortuary service.

8. The Contractor allows his insurance as required in this Contract to be cance led, withdrawn or terminated without having obtained replacement coverage.

9. The Contractor allows his vehicles or equipment to become damaged, deteriorated or unclean to the extent that it is, in the judgment ofthe Entities, unfit for public use and does not correct the condition within thirty (30) days' written notice from the Entities .

10. Performance security as required under this Contract has not been secured or is allowed to be revoked or canceled.

11. The Contractor fi les for, or is voluntarily or involuntarily placed in, bankruptcy, is otherwise insolvent, or cannot pay its debts or ob ligations as they become due.

12. The Contractor's license is suspended or revoked by the Texas Department of State Health

Services.

5.2 Continuous Service Delivery

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The Contractor expressly agrees that, in the event of termination by the Entities due to default by the Contractor as set forth in Section 5.3, the Contractor will cooperate and work with the Entities to assure continuous delivery of services regardless of the underlyi ng cause of the defau lt. The

Contractor agrees that there is a public health and safety obligation to assure that the Entities is able to provide uninterrupted service delivery in the event of default even if the Contractor disagrees with the determination of default. Further, the Contractor agrees that if notified by the Entities of a determination of default and intent to execute an emergency takeover of the system, that the

Contractor wil l cooperate fu lly with the emergency takeover and shall only challenge or appeal the emergency takeover after the emergency takeover has been completed.

5.3 Declaration of default and transfer of service

a) In the event the Entities determines that a default has occurred, Entities shall provide notice of the default to Contractor and may terminate the Contract if the default is not cured within sixty (60) days of such notice to the Contractor.

b) In the event the Entities determines that a default has occurred, and if the nature of the default is, in the sole opin ion of the Entities, such that public health and safety are endangered, the Entities shall give Contractor written notice spec ifyi ng the particular complaints and identifying them as appropriate. Contractor wi ll be given five (5) calendar days to remedy or correct said default. In the event Contractor fai ls to remedy or correct said default within the time as set forth above, the

Entities, at its option, may select an alternate provider for EMS and Non-Emergency Ambulance

Transfer Service or require Contractor to cooperate completely and immediately with the Entities to effect a prompt and orderly transfer to the Entities of the EMS responsibilities and of the on emergency Ambulance Transfer Service to another provider, as set forth in this Agreement.

c) In the event the Entities elects to take over EMS, Contractor shall transfer its responsibilities, and the performance security within 72 hours after the find ing of default is made by the Entities .

d) Contractor may not delay the transfer of the performance security even if the breach of contract may be in dispute. Notwithstanding the foregoing, at the sole discretion of the Entities, it may determine that the Contractor has defaulted in a manner that is deemed immediately detrimental to the patients and/or system and the Entities may immed iately terminate the contract. The Contractor wi ll not be prohibited from disputing any findings of default through litigation; provided, however, that such litigation will not have the effect of delaying, in any way, the immediate transfer of operations to the Entities. Such dispute by the Contractor wi ll not delay the Entity ' s access to funds made avai lab le by the letter of credit, performance bond or cash account.

e) These provisions are stipu lated and agreed to by both parties as being reasonable and necessary for the protection of public health and safety. Any legal dispute concerning the finding that a default has occurred will be initiated and shall take place on ly after the transfer of operations to the Entities has been completed, and must not, under any circumstances, delay the process of transferring operations to the Entities or delay access to performance security funds as needed by the Entities to finance such transfer of operations .

f) The Contractor's cooperation with and fu ll support of the Entity's termination of the Contract, as well as the Contractor's immediate release of performance security funds to the Entities, will not be construed as acceptance by the Contractor of the declaration of default, and shall not in any way lll Page jeopardize the Contractor's right of recovery shou ld a court later find that the declaration of default was made in error. However, failure on the part of the Contractor to cooperate fully w ith the Entities to affect a smooth and safe transition shall itself constitute an additional breach of this Contract.

5.4 "Lame Duck" Provisions

Should Contractor fail to prevail in a future procurement cycle, they shall continue to perform all services required under this Contract until the new contractor assumes service responsibilities. Under these circumstances, Contractor wou ld serve as a "lame duck" contractor. To ensure continued performance fully consistent with the requirements of this Agreement throughout any such "lame duck" period, the following

"lame duck" provisions shall apply:

a. Throughout such "lame duck" period, Contractor shall continue all operations and support services at the same levels of effort and performance as were in effect prior to the award ofthe subsequent contract to a competing fum;

b. Contractor shall make no changes in methods of operation which could reasonably be considered to be aimed at cutting Contractor's service and operating costs to maximize profits during the fmal stages of this Contract;

c. The Entities recognizes that, if a competing firm prevails in a future procurement cycle, Contractor may reasonably begin to prepare for transition of service to the new contractor during the "lame duck" period, and the Entities sha ll not unreasonably withhold its approval of Contractor's requests to begin an orderly transition process, inc luding reasonable plans to relocate staff, scale down certain inventory items, so long as such transition activ ities do not impair Contractor's performance during the "lame duck" period, and so long as such trans ition activities are approved in advance by the Entities .

d. During the "lame duck" period, Contractor may not change employee benefits, wages or working conditions after the award of the Contract to a successor firm without the written consent of the

Entities.

Article 6 - Cond uct of Business

6.1 Level of care

a) The Contractor shall provide all emergency medical service response to the aforementioned

Entities.

b) A ll EMS services will be provided at the mobile intensive care unit (MlCU) level, and non emergency ambu lance transports can be accomplished at the appropriate level as agreed upon by the Contractor and the send ing medical fac il ity.

c) MlCUs shall be staffed with at least two (2) emergency medical services personnel, one (1) of whom shall be at least an EMT-B and one (J) of whom shall be an EMT-P. The Contractor agrees

12 I P a g e that the EMT-P must perform and ride as the attendant on all calls requirmg advanced life support care. At all times and in all cases each MICU must be staffed in accordance with the applicable

Federal, State and local laws, rules and regulations. In addition, each MICU must contain the equipment specified under the applicable State and Federal laws, rules and regulations for MICU or the equipment and supplies list provided by the Contractor, whichever is more stringent.

6.2 Contractor Equipment

Contractor will be responsible for providing any and all equipment necessary for the provision of ambulance services in this system, including all fixed locations. Contractors must outline their equipment maintenance program and replacement schedules for all major equipment, such as monitor/defibrillators, stretchers, suction units.

6.3 Ambulance Fleet

Contractor shall provide a detailed plan for the management of an ambulance fleet MICU's, support vehicles, and equipment necessary to provide the minimum coverage and staffing plan detailed in section

6.4. The plan shall provide detailed specifications that describe the vehicles and equipment to be used, including as a minimum:

a. No front-line ambulance to have mileage of more than 200,000 miles or 5 years in age, and no

Reserve ambulance to have mileage of more than 250,000 or 6 years old.

b. All ambulances must meet Federal Specification KKK-I 822 and be certified by the manufacturer to meet these specifications.

c. All ambulances used for EMS calls must be Type I, Type II or Type III with a gross vehicle weight of 10,001 pounds or greater.

d. A minimum of one bariatric-capable ambulance in the Contractor Fleet at all times . This bariatric capable unit will be less than six (6) years old and have fewer than 250,000 miles.

Contractor must implement a vehicle maintenance program designed to prevent vehicle malfunctions and critical failures , and to meet all requirements for service as required by this Contract. Contractor must also implement a replacement schedule for all vehicles as required by this Contract. Within 150 days from the effective date of this Contract, the Contractor's vehicle maintenance program and the Contractor's replacement schedule must be submitted in writing to the Entities, and, in its sole discretion, the Entities shall have the right to require Contractor to modify same to meet the Entities approval.

6.4 Coverage and Staffing Plan

Contractor must provide an ambulance coverage plan and deployment model estimated by the Contractor to be sufficient or even in excess of what may be necessary to meet the performance standards required herein. The coverage plan and staffing plan must include a minimum offour (4) MICU Ambulances devoted to EMS calls for the daytime operational period, and three (3) MICU Ambulances devoted to EMS calls for the nighttime operational period. Contractor shall maintain reserve units to increase production should temporary system overload persist. Contractor's coverage plan shall include post/station locations, unit

13I Pa g e hours per day, and shift schedule to allow ongoing evaluation of the thoroughness of the system status management.

6.5 First Responder Support

a) Contractor shall implement and maintain an appropriate first responder organization (FRO) agreement with the Entities as the First Responder.

b) Contractor shall restock supplies that are comparable with the Registered First Responder

Organization for all di sposable medical supplies and medications used by First Responders when treating patients. Contractor will provide, at no cost, an exchange of AMR Owned/FRO out-of-date medications and supplies prior to expi ration.

c) Contractor shall support in-service tra ining for First Responders, which will benefit the EMS system as a whole. This training should, at a minimum, facilitate on-scene interactions with

Contractor's personnel by offering j oint EMS training and provide access to the Contractor's educational programs needed for the continued certification of First Responders.

6.6 Communications and Communication Center

a) Contractor shall furnish and manage ambulance dispatch and communication services . Such services shall include, but are not limited to, di spatch personnel, in-service training, quality improvement monitoring, and related support services.

b) The Contractor shall ut il ize a computer-a ided dispatch system to record dispatch information fo r all ambulance requests. The CAD time recording system shall include the date, hour, minutes, and seconds. All radio and telephone communications, including pre-arrival instructions and time track, must be recorded and kept for a minimum of ninety (90) days.

c) The computer-aided dispatch system shall meet the reporting requ irements as specified herein-

I. Dispatch Computer. The dispatch computer supplied by the Contractor shall be capable of the fo llowing:

2. Electronic data entry of every response on a real time bas is;

3. Prioritization of deployment planning; displaying calls received for runs pending, runs in progress, transfers scheduled up to twenty-four (24) hours in advance, and status of am bulance resources available for serv ice;

4. Continuous di splay of unit time in each response status: Automatic display of units exceeding pre-determined "t ime in status" criteria fo r deployment and crew safety;

5. Immediate recall on any current, previous, or pre-scheduled run fo r inquiry by date, incident number, locati on, or patient name;

6. On- line, real-time visual display showing a deployment plan and prioritization of area coverage for that t ime of day and day of week;

7. Automated integrati on with digital paging and mobile status messages;

8. Simultaneous and continuous printed logs of deployment

9. Security features preventing unauthorized access or retrospective adjustment and full audit trail documentation; and

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10. GPS monitoring of the entire ambulance fleet.

d) Communi cation Center Data Capabilities . The Contractor's electronic data system must be capable of producing the following reports to be utilized in measuring response time compliance-

1. Emergency life-threatening and non-life-threatening response times by priority;

2. Unscheduled non-emergency and schedu led non-emergency by priority;

3. Out-of-chute response times by crew members;

4. On-scene times;

5. Hospital drop times by crew members;

6. Emergency and non-emergency responses by hour and day;

7. Dispatch personnel response times reports;

8. Canceled run report;

9. Demand analysis report; and

10. Problem hour assessment,

e) Dispatch Card. Contractor shall fully complete a manual "dispatch card" approved by the Entities for each dispatch of an ambulance when the computer is inoperable. The Contractor's personnel, fo llowing the resumption of normal service of the CAD system, shall enter manual dispatch cards into the CAD system.

f) Personnel, Staffing and Emergency Medical Dispatch (EMD). The Entities do not allow the concept of "call screening." It shall be a breach of this contract for the contractor to fai I to respond to a call for emergency transport or to render emergency medical patient assessment and treatment, as appropriate, or to otherwise refuse or fail to provide emergency ambu lance services to any location within the Entities limits because of the patient's perceived, demonstrated, or stated inabi lity to pay for such services, or because of an unavailability status or the location of any ambulance unit at the time of the request.

g) The Contractor shall , on a ll calls, announce on their radio frequency, they are "en-route" to an incident or call so that each Entity may have situational awareness. This will include location of incident and nature of the cal l. The contractor shall maintain 100% voice-over-radio communications capabilities with each Entity at all times.

h) The Contractor wi ll purchase and install at their own expense, 800 MHz radios for each unit licensed to operate in the City Limits, that is capable of communicating directly with the Wichita

Falls F ire Department, as we ll as VHF radios that are capable of communicating with each First

Responder Organization in the defined service areas. The City of Wichita Falls will provide contractual pricing of system compatible radios. The equipment purchased by Contractor must meet city expectation of being ab le communicate with Cities .

i) The Contractor will maintain a "back-up" dispatch center and plan in the event of loss of communications, 9- 1-1 outages, etc. This wi ll be maintained at a ready state 2417 and wi ll include capabi lities to ensure dispatching compliance as set forth in this contract.

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6.7 Personnel

Contractor must provide fully celtified personnel, as defined in Chapter 773 of the Texas Health and Safety

Code, as amended, to operate its ambulance vehicles. Any person employed as an emergency ambulance attendant within the Entities must be currently certified by the Texas Department of State Health Services as an Emergency Med ical Technician, Advanced Emergency Medical Technic ian, or Emergency Medical

Technician-Paramedic as appropriate for the units which the person is staffing.

6.8 Identification

a. Contractor shall adopt and use a distinctive uniform co lor scheme that represents and identifies

AMR.

b. Each ambulance shall be identified with the Contractor's business name and in accordance with the rules and regulations set forth by the Texas Department of State Health Services or other regulating agency.

c. No other type of advertising may be used on the veh icle.

6.9 Other Obligations

a) Although the Contractor may seek outside ob ligations, the Contractor may not use any of the

Contractor's EMS system infrastructure or factors of production to provide service for any other purpose not covered by the Contract, unless the Contractor first presents a plan and receives written approval from the Entities. Under no circumstances will such outside ob ligations interfere with the

Contractor meeting its obligations to this system to include -

I. Stand-By and Special Events Coverage. Upon request by law enforcement or fire department officers, the Contractor shall furnish courtesy stand-by coverage at emergency incidents involving a potential danger to the personnel of the requesting agency or the general public. Other community service-oriented entities may request stand-by coverage from the contractor. The Contractor is encouraged to provide such non-ded icated stand-by coverage to events if possible.

2. Community Education Requirements. The Entities desires that its Contractor take significant steps to improve access to the 9-1-1 system and participate in community education programs emphasizing preventive health care. These programs are to be made availab le to schools and community groups. It is the expectation that the Contractor must plan such programs working co llaboratively with the Entities and other public safety groups, such as the American Herut Association, the American Red Cross, and local fire departments.

3. Mutual Aid . The Contractor may enter into mutual aid agreements with other agencies which wi ll utilize the other provider's units to occasionally respond to calls within the system's jurisdiction, provided that the level of service is substantially equal to that provided by the contractor. Mutual aid may be utilized to augment, but not replace, the services that the Entities are requiring from the Contractor. In every case, the Contractor

16 I P ag e will be held accountable for the perfonnance, including response times, of any mutual aid provider used in the system .

4. Disaster Assistance and Response. The Contractor shall be actively involved in planning for and responding to any declared disaster in the area. In the event a disaster within the area is officially declared, nonnal operations shall be suspended and the Contractor shall respond in accordance with the Entities disaster plan . The Contractor shall use best efforts to maintain primary emergency services and may suspend non-emergency service as required. During the period of declared disaster, the Entities will not impose perfonnance requirements and penalties for response times.

b) The direct marginal costs resulting from the perfonnance of disaster servIces that are non recoverable from third parties shall be submitted to the appropriate agencies for cost recovery. The

Entities will provide all reasonable assistance to the Contractor in recovering these costs; however, the Entities shall not be responsible for payments to Contractor.

Article 7 - Performance Expectations and Measurement

7.1 Response Time and Promptness of Service

a) Each Entity 's primary 9-1-1 dispatch center will process all medical calls which will be forwarded to the Contractor's di spatcher center. The response time compliance for each entity wi ll be detennined by averaging all calls for that month -

1. Within the City Limits of Wichita Falls - 10 minutes, 95% of the time for the calendar month .

2. Within the City Limits of Burkburnett - 18 minutes, 95% of the time for the calendar month.

3. Within the City Limits ofIowa Park - 15 minutes, 95% ofthe time for the calendar month .

4. To the Main Gate or Missile Road Gate of Sheppard AFB - 10 minutes, 95% of the time for the calendar month.

5. To any part of Wichita County - 25 minutes, 95% of the time for the calendar month.

b) If any response is greater than the above listed times, they will be reported to the Entities Designee at the 15th ofthe following month .

7.2 Delivery of Service and Response Time Penalties

Contractor must provide the Entities Designee with a monthly report indicating its total Priority responses

(Code 3 Life-Threatening Medical Call) in each Entity 's defined service area, demonstrating its monthly compliance with the promptness requirement, and indicating its overall average response time for all

Priority calls (Code 3 Life-Threatening Medical Call) in the Entities limits. If the overall monthly response time does not fall within sections 7. 1 a 1-5, the contractor shall be deemed to have been out of compliance

17 I P age for monthly average response time and shall be assessed liquidated damages for that month. The liquidated damages shall be in the amount of $1,000 per month for EACH "Late Response", per Entity (Exception:

Sheppard AFB), whose response time was out of compliance. The damages shall be paid in full by the 1 sl of the following month.

7.3 Measurement and Time Intervals

a) For the purposes of this contract, response times will be measured from the time the call is received on the contractor's communications center Computer Aided Dispatch (CAD) terminal until a ground ambu lance from the contractor or another authorized mutual aid Paramedic staff arrives at the incident location and stops the response time clock.

b) For all types of requests for ambulance service, the response time clock shall be stopped by transmission from Contractor's ambulance or authorized mutual aid ambulance ofthe "unit arrived on scene" status. Such transmission shall not be made until the ambulance actually arrives at the specific address or location dispatched. In the instance of apartment or business complexes, such transmission shall not be made until the ambulance actually arrives at the point closest to the specified apartment or business to which it can reasonably be driven.

c) "Arrival On-Scene" is defined as the moment an ambulance crew notifies the EMS Dispatch Center that it is fully stopped at the location…