ambulance service agreement terms and conditions

42 Pages·2017·0.36 MB·English

AMBULANCE SERVICE AGREEMENT
This Ambulance Service Agreement (“Agreement”) is entered into this 1st day of February 2018
by and between Pueblo, a municipal corporation (“City”), and American Medical Response of Colorado,
Inc., a Colorado corporation (“Operator”).

RECITALS

WHEREAS, in order to assure that residents and visitors within the City limits receive the most
efficient, cost effective and highest quality ground emergency ambulance service, the City is entering into
this Agreement for the protection of the health and safety of the residents and visitors and establishment of
an efficacious and monitored ground emergency ambulance service provided by a competitively selected,
qualified ambulance service provider.

WHEREAS, Operator is experienced in the provision of ground emergency ambulance services
and was the responsible bidder whose proposal was determined by City to be most advantageous to the City
pursuant to the Request for Proposal for the procurement of the services herein described.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises and
covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, City and Operator agree as follows:

TERMS AND CONDITIONS

1.0 DEFINITIONS. The following terms as used in this Agreement shall have the following
meaning unless the context clearly indicates otherwise:

(a) “ALS” means Advanced Life Support.

(b) “EMS Services” means all ground emergency ambulance services and related services in
the City limits to be provided by Operator under this Agreement for emergency medical
dispatches through the PSAP.

(c) “Fire Chief” means the Fire Chief of the Department of Fire of City.

(d) “PFD” means the Department of Fire of City.
(e) “PSAP” means the Public Safety Answering Point operated by and for the City.
2.0 TERM OF AGREEMENT. The term of this Agreement shall be for a period of sixty (60)
months, commencing on February 1, 2018, at 12:00 a.m. and terminating on January 31, 2023 at 11:59:59,
unless earlier terminated under this Agreement, or otherwise modified by mutual written agreement of the
parties. The City shall have the unilateral right, upon thirty (30) days written notice to Operator, to extend
this Agreement for up to one hundred and twenty (120) days beyond the end of the Term.

3.0 OPERATOR’S PERFORMANCE OBLIGATIONS.
3.1 Operator shall provide EMS Services twenty-four hours a day, seven days a week, three hundred
sixty-five days a year for all emergency medical calls dispatched through the PSAP and requested by City.
Operator’s response shall be without regard to the patient’s ability to pay.
3.2 Operator shall provide EMS Services in a timely manner and shall comply with all response time
requirements as set forth in Exhibit “A” which is attached hereto and made a part of this Agreement.
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3.3 Operator’s provision of EMS Services shall conform to the highest clinical and professional
standards. Operator shall comply with all applicable City, county, state, and federal laws, regulations and
standards regarding the provision of Services. All persons employed by Operator shall be competent in the
performance of their duties, and hold and maintain applicable and valid certificates/licenses/accreditations
in their respective roles or profession. Operator shall be held accountable for employee performance,
licensing, and actions. Operator shall conduct, comply with, cooperate with, and submit to individual and
corporate investigations requested by the City.
3.4 Operator will provide field medical supervision necessary for effective oversight of EMS Services.
Such supervisors shall have current credentials and certifications, as well as clinical field experience as
necessary to oversee or provide support to field personnel. Such supervisors shall serve as the liaisons with
the PFD.
3.5 Operator shall staff ambulance crews to provide continuity of personnel. Operator shall staff each
ambulance with at least one (1) EMT-Basic or above and one (1) EMT-Paramedic. Both must be emergency
vehicle operator course (E.V.O.C.) qualified drivers. When ALS care is being rendered, at a minimum the
EMT-Paramedic (an EMT-Intermediate may also attend an ALS patient at the direction of an EMT-
Paramedic) must always be with the patient in the patient compartment. During the initial six (6) month
period of the Agreement, Operator may utilize provisionally certified personnel on transporting
ambulances. Following this phase-in period, no more than 20% of Operator’s workforce shall be
provisionally certified at any one time. Within six (6) months of the date of execution of the agreement,
and thereafter within six (6) months of any new employee's hiring date, all ALS ambulance personnel shall
obtain and maintain current status in the following: (a) Advanced Cardiac Life Support (ACLS), (b)
Pediatric Advanced Life Support (PALS), (c) Incident Management System (IMS) training and certification
for line personnel: ICS 100, 200 and NIMS 700, 800, (d) Additional IMS training and certification for
supervisors: ICS 300, (e) PFD Rehabilitation training in accordance with NFPA 1584, (f) E.V.O.C. or
equivalent, (g) CPR, (h) Colorado State EMT certification. Additionally, field supervisors shall be training
to Hazmat operations level.
3.6 Operator must ensure that all employees have been properly oriented before being placed on
dedicated 9-1-1 ambulances. The orientation shall include but not be limited to: overview of the City's EMS
system applicable policies, procedures, orders, and guidelines; all communications; navigation, mapping,
hospital routes; and ambulance equipment utilization and maintenance; and knowledge of relevant City and
PFD policies and procedures. Orientation curriculums will be a joint venture between Operator and PFD.
Operator must maintain documentation of compliance with these requirements
3.7 Operator’s ambulance personnel shall at all times wear clean, professional uniforms. Name and
level of training shall be identified as part of the uniform for all personnel. Operator acknowledges that
EMS Services are often rendered under extremely stressful circumstances. Professional and courteous
conduct and appearance is required at all times from Operator’s personnel.
3.8 Operator shall assure that its EMTs, and Paramedics, who are assigned to the ambulances, are in
compliance with all continuing permits, licenses, certifications and educational requirements. Such
educational requirements shall include mandatory training required by the City, the City's Medical Director,
or the State of Colorado. Operator shall provide to the City the name, title, reporting relationship and limits
of authority for the senior executive who will serve as Operator’s primary contact person with the City.
3.9 All 9-1-1 calls, including 10-digit emergency calls, within the City limits are routed through the
City of Pueblo PSAP. If Operator receives a direct line call for emergency response, Operator will
immediately process the call through the Pueblo Dispatch Center. The City currently uses an informal
Priority Dispatch System to assign a response determinant and dispatch response units according to
established guidelines. Operator will provide a dispatcher on an assigned channel for purposes of
dispatching the dedicated 9-1-1 Operator ambulances. Operator shall provide continuous monitoring of the
dedicated channel and shall institute internal dispatch and monitoring procedures as required to meet the
response time requirements as set forth in this Agreement. The City at its sole discretion will assign the
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response determinant of all requests for service processed through the City dispatch center. Operator shall
begin to respond to the scene when requested by City dispatch, electronically, by radio, or by telephone.
Operator shall respond as directed by the Pueblo Dispatch Communications Center. There may be
prearranged protocols implemented, if both Operator and the PFD agree. At such time as the City requests,
Operator will assign a unit number and designator to each ambulance unit which will allow them to interface
with City’s dispatch system. Operator ambulances shall remain on the assigned incident talk group and
receive instructions from dispatch, the first due fire company officer or the incident commander.
Ambulances are considered a resource assigned to the incident and are under the command and control of
the PFD incident commander. Additionally, Operator agrees to provide at their expense an electronic link
to the City’s automated dispatch system currently provided by U.S. Digital Design (USDD) of Phoenix
Arizona. This system will serve as the primary alerting system between the City’s dispatch center and
Operator’s dispatch center. Prior to installation, the electronic link, including all network and security
equipment and protocols necessary to implement the electronic link, must be approved by City. The
electronic link shall be maintained and serviced solely by City, and Operator shall be obligated to reimburse
City for all costs necessarily incurred by City in maintenance and service of the electronic link. Failure or
disruption of the electronic link shall not otherwise relieve Operator from its performance obligations
including response times when Operator is notified of the call and provided the address necessary to respond
to the call. As an alternative to the aforementioned USDD communications link, Operator may negotiate
with the City to embed Operator personnel in the City dispatch center. Accommodating the Operator staff
in the City’s dispatch center is at the sole discretion of the City. Operator crews shall announce on the PFD
assigned radio channel when they are responding and the time they arrive at their assigned location. If the
Operator responding unit has reason to believe there will be an extended response time, that information
shall be broadcast as well. When transporting a 9-1-1 patient, Operator crews shall announce verbally on
the PFD assigned radio channel when they leave the scene. They shall provide PFD dispatch with their unit
number and destination. All radio communications with the Pueblo Dispatch Communications Center and
PFD shall include the ambulance's unit number.
3.10 Operator’s communications systems, including radios and other future communications system
components, will fully interface with the radio and telephone systems within the City. For crew safety and
continuity of patient care, Operator’s ambulances shall have the following communications devices which
interface with City dispatch: a minimum of two (2) Portable and one (1) mobile 800 mhz radios per
ambulance, and at such time as requested by the City, AVL, CAD to CAD interface, and Status Heads. In
the event of any future system enhancements, Operator agrees to maintain at Operator’s expense, full
interface with such future system as the City, at City's sole discretion, may institute.
3.11 Operator will actively participate with the City’s dispatch center to improve service to the
community. Participation will consist of assuring an Operator representative is available to attend meetings
and provide data as requested for the purpose of continuing quality improvement.
3.12 Operator will provide at its expense AVL software and hardware on its ambulances that interfaces
with the City’s CAD system. The City is moving to an AVL system for their apparatus, once available the
City and Operator shall work together to establish constant visibility of PFD and Operator resources to
ensure that system resources are appropriately deployed to maximize efficiencies, decrease costs, and
improve response times. The City and Operator shall share electronically (via interface) each other's
computer aided dispatch data ("CAD"), automatic vehicle locator ("AVL"), and vehicle status updates in
real time for all system resources. For clarity, all Operator resources and all PFD engines are ALS while
PFD trucks are BLS, unless indicated otherwise in the real-time shared CAD data. The City will continue
to send real-time incident information to OPERATOR via the CAD to CAD link for all incidents where
Operator is requested to respond. The parties will synchronize CAD clocks to atomic time at least on a daily
basis. Until such time that the city resources are equipped with AVL, Operator shall share their AVL data
with the City through the SunGuard CAD system. Both parties shall provide technological resource(s) to
facilitate the foregoing CAD and/or AVL interface. In the event the technology is not ready due to the City's
inability to comply with the foregoing CAD and/or AVL interface, the Operator will not be required to
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meet the previous section until The technology is available and Operator has enough time as is customary
in the industry to repair and implement such changes.
3.13 Operator shall provide sufficient 9-1-1 ambulance response vehicles to meet all EMS Services to
be performed under this Agreement, including a reserve capacity to cover maintenance, break-downs or
exceeding peak service demands. For purposes of the following requirements, the term "ambulance" shall
apply to both ALS and Quick Response Vehicles (QRV) ambulances.
(a) Ambulances must meet all applicable federal, state and local requirements and it shall be the
responsibility of Operator to assure appropriate certifications from ambulance manufacturers
and to assure that all ambulances are operated within federal (U.S. Department of
Transportation), state and local laws, regulations and guidelines, including any Pueblo County
local guidelines and/or requirements.
(b) Guidelines shall include all applicable limitations on gross vehicle weight.
(c) Each Operator ambulance must be an ambulance that meets or exceeds Colorado state and
Pueblo County requirements for ambulances providing ALS services or, as applicable, the
requirements and/or specifications for QRVs, as provided by applicable laws, regulations, and
guidelines, and as mutually agreed upon between the City and Operator. QRV's shall, at a
minimum, maintain the specifications and equipment set forth in Exhibit "E" to the Agreement.
(d) Each ambulance of Operator must have a patient compartment for two (2) patients, and two (2)
care givers. In the front seat area, all ambulances must be able to accommodate one (1) family
member of a patient (in the front passenger seat) and an Operator employee, as driver.
Additionally, each ambulance should be equipped for the transport of a small child with a child
safety seat or other industry standard device. Except in the case of a legitimate health or safety
concern a family member must be allowed to accompany the patient in the ambulance.
(e) An ambulance unit's service shall not have more than 200,000 total miles in service.
(f) Reserve or temporary replacement units shall not stay in front line regular 9-1-1 response
service for any consecutive period longer than ninety (90) days unless otherwise permitted by
the City due to an exceptional circumstance.
(g) Operator shall monitor, through their established maintenance program, the condition, safety
and reliability of all dedicated ambulances. Dedicated ambulances that accumulate 200,000
miles or reach sixty (60) months in total service time shall be replaced at Operator expense.
Additionally, the City may approve for service an ambulance re-certified by Pueblo County if
it is in good working order. The City shall not unreasonably withhold such approval; of any
EMS Ambulance with mileage in excess of the mileage cap if Operator has replaced the engine,
transmission, and performed overhauls of parts as necessary for the safe and effective operation
of the ambulance. Operator will allow the City's mechanic to inspect any Ambulance that
Operator wants re-certified.
(h) Operator has one hundred twenty (120) days from the date of either mileage or age occurrence
to replace the identified ambulance.
(i) Operator shall provide a minimum of one bariatric ambulance.

3.14 While on or enroute to any scene, Operator’s employees shall operate under the PFD's command
and control structure and policies. The PFD company officer, or his/her designee, has ultimate authority for
command and control; whenever there is a question as to medical treatment of a patient, the final decision
shall be made by the first EMT-Paramedic to make patient contact or on-line medical control. PFD
paramedics and EMTs shall ride in/attend to the hospital any patient, at any time, when medically necessary,
to include but not limited to patient continuity of care and assistance in administering patient care. Clinical
practices of Operator will be subject to the direction of the Medical Director. Medical training, beyond the
minimum required by the Medical Director, will be at the sole discretion of Operator. The parties shall
follow applicable laws, regulations and protocols regarding scene management. Personnel shall enter the
scene upon arrival except when an immediate hazard is identified, or the law enforcement or ranking fire
officer on-scene advises the scene is not safe for agency personnel. Patient care management shall be
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defined by the Medical Director, through the county emergency medical guidelines or its successor
document.
3.15 Operator shall develop and conduct a comprehensive quality assurance/quality improvement
(QA/QI) program. Operator’s QA/QI program shall interface, and work collaboratively with, the PFD's
QA/QI program. The QA/QI program will be an organized, coordinated, multidisciplinary approach to the
assessment of pre-hospital emergency medical response and patient care for the purpose of improving
patient care services and outcomes. The QA/QI program should not be limited to clinical functions.
Response times, customer satisfaction/complaints, system integration, performance measurement,
identifying areas of improvement, and identifying methods to implement and evaluate changes should all
be included. The Parties shall meet monthly to discuss clinical matters and shall have joint quarterly
trainings.
3.16 Upon request by the City, Operator shall furnish courtesy stand by service at emergency incidents
involving a potential danger to City personnel or the public at no charge to the City. Once dedicated to an
incident, the Operator’s ambulance shall not be removed from the incident until released by the incident
commander. On prolonged incidents, the standby crew will also provide support for the on-scene rehab
division.
3.17 The City and Operator recognize that differences of opinion may arise during the delivery of
Services under this Agreement. The parties shall develop and maintain a written conflict resolution process.
Such process shall include methods and means to address medical procedural issues, inappropriate and/or
illegal conduct, and any other operational issues. In the event of an impasse the Fire Chief in his sole
discretion shall settle all disputes.
3.18 The City and Operator each provide medical direction services applicable to their respective roles
in the service model. The City and Operator shall reasonably cooperate to utilize the same Medical Director
to provide unified medical supervision, to promote consistency in medical supervision and to achieve
efficiencies and synergies in the provision of medical supervision. In the event of an impasse on this
decision the Fire Chief in his sole discretion shall settle all disputes.
3.19 Request for lift assists by the Operator will only be accommodated by the City when (3) or more
Operator’s personnel are on scene and participating in the lift assist.
3.20 Operator will bring all necessary equipment to the patient, appropriate for the examination, based
on the initial complaint reported.
4.0 PERFORMANCE SECURITY AND LIQUIDATED DAMAGES.
4.1 Operator shall provide to the City an automatically renewable, irrevocable Performance Bond or a
Letter of Credit ("Performance Security") in a form and substance acceptable to the City. Such Performance
Security will expressly provide for the direct draw by the City and the restriction of rights of both Operator
and the provider of the bond to object and/or to refuse to honor a demand for payment by the City. The
Performance Security is attached hereto as Exhibit "C" and made a part of this Agreement. The amount of
the Performance Security will be one million dollars ($1,000,000.00). The Performance Security shall be
issued by a federally insured (FDIC) banking institution and/or surety, authorized to do business in
Colorado, with a substantial presence in the United States, having a rating acceptable to the City. The City
may accept a letter of credit, as a substitute for the surety bond herein required; provided, however, that
such letter of credit shall be in a form acceptable to the City in its sole and absolute discretion. Operator
shall maintain the Performance Security and the provider of the Performance Security will agree to renew
the Performance Security throughout the term(s) of this Agreement and for a reasonable time thereafter.
Operator shall ensure that written evidence of the Performance Security provided to the City is updated at
least annually.
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4.2 The parties agree that the failure to comply with performance requirements will result in damages
to the City and that determining actual damages caused by some failures would be difficult or impractical.
Therefore, the parties agree that the liquidated damages as set forth in the attached Exhibit "D" and made a
part of this Agreement are not a penalty but are reasonable estimates of actual damages that will occur.
Payment of liquidated damages will be due thirty (30) days from the date of invoice. If payment is not
received within thirty (30) days from the date of the City's invoice, such invoice shall be considered a notice
of default, and the City may thereafter withdraw such invoiced amount from the Performance Security.
Assessment and collection of liquidated damages does not limit the City's rights or ability to exercise any
other remedy provided in this Agreement or in law or equity.
4.3 The City and Operator agree that the unique nature of the EMS Services which are the subject of
this Agreement require that in the event of Operator’s material default leading to termination of this
Agreement by the City, liquidated damages shall be awarded in the amount of the Performance Security.
While costs and damages are not easily calculated, the work and expense to achieve another agreement and
to conduct an RFP process is extensive. It may be difficult to distinguish the costs of restoration of the
EMS Services on an interim or permanent basis and award a new contract. Costs to the City to implement
the restoration of the EMS Services on an interim or permanent basis and award a new contract are estimated
to equal the Performance Security. Upon declaration by the City of a termination of the Agreement, the
City shall take immediate possession of the Performance Security and all of Operator’s rights and interest
in and to the Performance Security shall be waived as a liquidated damage to offset the City's expense in
providing interim services. The City's draw of the Performance Security under this section shall not act as
a bar or limitation on the City's ability to seek other remedies or to recover additional damages from
Operator as a result of the material default and termination of the Agreement.
5.0 UTILIZATION. Provided Operator is in compliance with the terms and conditions of this
Agreement and unless expressly authorized otherwise under the terms of this Agreement, City shall
exclusively use Operator to provide EMS Services in the City limits. In events where the Operator has an
extended response or is at level zero (no available units) the City may at its sole discretion request an
ambulance from any other source available.
6.0 REIMBURSEMENTS TO CITY. The City will incur various costs related to Operator’s
rendition of EMS Services as identified in the Fee Schedule attached hereto as Exhibit "B" and made a part
of this Agreement (“City’s Annual Costs”). Operator shall reimburse the City for City’s Annual Costs. If,
during the term of this Agreement, the City pays for additional costs associated with the rendition of the
EMS Services by Operator, such costs may be added to Exhibit "B" by mutual written agreement of the
parties. The reimbursements provided for hereunder shall not violate 42 U.S.C. Section 1320a-7b (the
federal Anti-Kickback Statute. Moreover, the City represents that its actual costs incurred for its services
provided hereunder will be greater than the reimbursements from Operator. Accordingly, the City shall
review its incurred costs annually and shall provide adjustments, as necessary, to assure that the total
amount of reimbursements by Operator does not exceed the City's actual costs for the services it provides.
Operator shall pay one twelfth of the reimbursement of the City's Annual Costs each month. The monthly
reimbursement payment shall be due on the first day of each month that this Agreement is in effect.
Reimbursements not received by the City by such due date accrue interest at a rate of 8% per annum until
paid. The City shall be entitled to annual increases in the total amount reimbursed for City incurred costs,
as more particularly described in Exhibit “B.”
7.0 OPERATOR PROVIDED EQUIPMENT, MATERIALS AND SUPPLIES.
7.1 The City will not provide any equipment, materials and/or supplies for use by Operator without
reimbursement.
7.2 Operator is required to use the same or similar medical equipment with the same capabilities as
used by the PFD. If the PFD anticipates an equipment change or addition, Operator will be provided a
sufficient time frame to implement the change. Operator shall maintain detailed lists of equipment,
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materials and supplies and shall provide for the management and replacement of its equipment, materials,
and supplies.
7.3 Operator shall reimburse the City for equipment, materials and supplies used and consumed by the
City in providing medical services related to Operator’s rendition of EMS Services.
7.4 When possible Operator will resupply PFD expendable medical supplies as listed in Exhibit E on
a one for one basis at the time of the call. When circumstances do not allow for immediate restocking, PFD
shall be permitted to restock from a different Operator unit at a later time, or by such other means as
mutually agreed. It is understood that it is difficult to regularly exchange certain expendable supplies and
medications. Operator will provide direct access to a shared ordering system that will allow the PFD to
order replacement supplies that are not replaced directly through on-scene exchange. All supplies will be
shipped directly to a single address designated by the PFD. Ordering will take place on a twice monthly
basis. Pricing will be based on Operator’s actual cost and the total yearly requests shall not exceed $10,000.
Operator and the City shall cooperate in controlling costs of supplies and the City agrees that all requests
for supplies will be reasonable and justifiable. The provisions set forth in this Subsection can be modified
upon mutual agreement by the parties.
7.5 Controlled medications will not be replaced or replenished due to laws that regulate their use. All
other medications can be exchanged after use or between 90 and 120 days of their expiration date.
7.6 A system will be put in place for the exchange of medical oxygen cylinders. Operator agrees to
exchange on a one for one basis expended cylinders for full cylinders.
7.7 Operator shall provide a mechanism to dispose of all bio waste generated by the PFD in providing
medical services related to Operator’s rendition of EMS Services. Operator and the City will work to
develop a plan that is safe, reliable and easily accessible.
8.0 TRAINING. As a system enhancement and to improve patient care, Operator will permit PFD
employees to participate in classes that Operator may offer to its own employees such as CPR, ACLS,
PALS and Paramedic and EMT refresher courses, and PFD will permit Operator’s employees to attend
training of like kind that PFD may provide to PFD employees. With respect to any such training, Operator
and PFD shall be responsible for the costs of any materials and/or certification materials for their own
employees.
9.0 MATERIAL DEFAULT. Conditions and circumstances that constitute a material default by
Operator pursuant to this Agreement include:
(a) Failure to operate in a manner which enables the City and/or Operator to remain in
compliance with federal, state and local laws, regulations and rules.

(b) Falsification of information supplied subsequent to this Agreement.

(c) Creating or otherwise falsifying ambulance responses or transports so as to inflate the
volume or value of services.

(d) Repeated failure to provide data to the City that is reasonably required to be generated in
the course of operations, including by way of example, dispatch data, patient report data, complaint
data, response time data, financial data, training data, billing and collection data, and other
performance data and records.

(e) Repeated failure to address and take corrective action with employees with documented
professional or behavioral complaints.

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(f) Repeated failure to maintain ambulances and equipment in accordance with manufacturer
recommended maintenance procedures and as required by applicable laws, regulations and rules.

(g) Failure to cooperate with and assist the City if a default warranting termination of this
Agreement is asserted by the City.

(h) Acceptance by Operator and/or Operator’s employees, subcontractors or agents of any
bribe, kickback or consideration of any kind that could be reasonably construed as a violation of
federal, state or local law.

(i) Payment by Operator and/or any of Operator’s employees, agents or subcontractors of any
bribe, kickback or consideration of any kind that could be reasonably construed as a violation of
any federal, state or local law.

(j) Failure to maintain insurance required by this Agreement.

(k) Failure to meet response time requirements as set forth in the Agreement in an Emergency
Priority 1 response time measurement for three (3) consecutive months or for four (4) months in
any twelve (12) month consecutive period.

(l) Failure to maintain the Performance Security required by this Agreement.

(m) Repeated failure to submit reports and information.

(n) Failure to cooperate fully with audits, investigations and inspections in accordance with
this Agreement.

(o) Making a general assignment for the benefit of creditors; filing a voluntary petition in
bankruptcy or suffered the filing of an involuntary petition by creditors; having a receiver appointed
to take possession of all or substantially all of its assets; obtaining the attachment or other judicial
seizure of all, or substantially all, of its assets, or admitting in writing or electronically its inability
to pay debts as they come due.

(p) Failure to cure a minor breach after written notice from the City and reasonable opportunity
to cure which shall be no less than thirty (30) days.

(q) Any failure of performance required in the Agreement, which is determined by the City in
its sole discretion to constitute a substantial and imminent threat to the public health and safety.

The use of the term "repeated failure" in this section shall be determined by the City on a case-by-case basis
and may include any instance of three or more failures to comply with the above requirements, as
determined in the City's sole discretion.

10.0 REMEDIES IN THE EVENT OF MATERIAL DEFAULT. The City shall have all rights and
remedies available at law or in equity. The City's remedies shall be cumulative and the exercise of any
rights and remedies shall be in addition to the exercise of any other rights and remedies available to the
City (including liquidated damages).

11.0 NOTICE OF MATERIAL DEFAULT AND TERMINATION.

11.1 In the event of a default under Section 9 which has been found by the City to be a substantial and
imminent threat to the public health and safety, the City may provide Operator with a reasonable
opportunity to cure, or the City may immediately terminate the Agreement to initiate an emergency takeover
of the Operator’s system in accordance with Section 12 of this Agreement. For all other defaults under
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Section 9, the City will give Operator thirty (30) days written notice setting forth the nature of the default
and an opportunity to cure.

11.2 Operator will be permitted to submit a written plan to cure such default; provided, however, the 30-
day cure period will not be extended while Operator prepares a written plan. In the event Operator fails to
timely cure, as determined in the City's sole discretion, the City may terminate this Agreement.

11.3 Upon termination, Operator will cooperate fully and immediately with the City to affect a prompt
and orderly transfer of all responsibilities. The City shall determine the process by which the emergency
takeover of the Operator’s system will occur. Operator may dispute a default asserted by the City; however,
such dispute will not delay, in any manner, the transfer of operations as required by the City. Moreover,
such dispute by Operator as to whether a default has occurred will not delay or in any way limit the City's
right to payment of the Performance Security if the City terminates the Agreement.
Operator agrees that all rights and remedies (including drawing against the Performance Security) afforded
to the City in the event of termination are reasonable and necessary for the protection of the public health
and safety.

11.4 Operator’s cooperation with and support of the City's termination of this Agreement, as well as the
City's draw on the Performance Security, will not be construed as an admission or agreement by Operator
as to the City's finding of a material default.

12.0 CONTINUOUS SERVICE DELIVERY UPON MATERIAL DEFAULT/TERMINATION.

12.1 In the event of material default by Operator, Operator will use its best efforts to assure continuous
delivery of the Services required under this Agreement regardless of the underlying cause or consequence
of such default. Operator agrees that there is a public health and safety obligation that requires that the City
to provide uninterrupted service delivery in the event of default, even if Operator disagrees with the
determination of default.

12.2 Assuring continuation of the Services may require the City to deliver the EMS Services. Operator
agrees that if it is notified by the City of termination due to Operator’s default, the City will have the right
to execute an emergency takeover of Operator’s operations within the City, including the portion of
Operator’s communications facility that serves this Agreement. Operator will be required to cooperate fully
with such takeover and will challenge or appeal the matter only after such takeover has been completed.
This cooperation will include allowing the City to directly operate Operator’s systems for a period of up to
twelve (12) months following the termination of Operator.

12.3 Upon termination of the Agreement by the City, Operator shall lease its ambulances, equipment,
support vehicles and the City-dedicated portion of the communications facilities to the City for a period of
up to twelve (12) months at fair market value to the City. The City shall maintain and repair such equipment
and facilities using the same standards as required of Operator under this Agreement. Operator further
agrees to make available to the City all means to contact Operator’s employees who had been providing
services under this Agreement so that they may be retained on an emergency basis by the City for
operations.

12.4 The City will negotiate a fair market price for the use of all ambulances and equipment with
Operator should the City retain the use of the equipment or facilities longer than twelve (12) months.

13.0 INSURANCE.
13.1 Operator shall provide insurance coverage during the term of this Agreement, including
comprehensive general and automobile liability coverage with limits no less than one million dollars
($1,000,000) per occurrence and three million dollars ($3,000,000) annual aggregate; medical professional
liability coverage with limits no less than three million dollars ($3,000,000) per occurrence and five million
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dollars ($5,000,000) annual aggregate; and workers' compensation insurance in statutorily required
amounts. To the extent the policies for liability or medical professional liability coverage are claims made
policies, Operator shall provide continuing coverage after the expiration or termination of this Agreement
for a period of three (3) years. Operator’s insurance shall include waivers of subrogation against the City,
and its officers and employees. All policies, except for workers' compensation and professional liability,
shall name as additional insureds the City, the Pueblo City Council, and their employees, agents,
representatives, and successors or assigns. All coverage furnished by Operator shall be primary, and any
insurance held by the City shall be excess and non-contributory
13.2 Operator shall maintain umbrella/excess liability insurance on an occurrence basis in excess of the
underlying general and automobile liability insurance which is as least as broad as the underlying policies.
The policy shall have minimum limits of not less than Five Million Dollars ($5,000,000) per occurrence.
The policy shall have as additional insureds the City, the Pueblo City Council, and their employees, agents,
representatives, and successors or assigns,
13.3 Within ten days after execution of this Agreement by the last of the Parties to sign, Operator shall
provide the City with a Certificate of Insurance and copies of insurance policies complying with the
insurance and indemnification provisions in this Agreement. Operator shall provide additional or renewed
copies of the Certificates of Insurance and policies upon thirty days written notice from the City. In the
event that either of the insurance policies that Operator is required to maintain under this Agreement is
cancelled or terminated, Operator shall immediately notify the City in writing and procure replacement
policies forthwith, furnishing the City with copies of the same.
14.0 INDEMNIFICATION.
14.1 Operator shall indemnify, defend, and hold harmless the City, its Fire Department and their officers,
agents, employees, and attorneys from and against any and all loss, damages, injuries, claims, cause or
causes of action, or any liability of any kind whatsoever resulting from, or arising out of or in connection
with the EMS Services, equipment, materials and supplies provided by Operator pursuant to this
Agreement.
14.2 Operator will assume full responsibility for its own defense and the defense and indemnity of the
City with respect to any claims for infringement of patents, copyrights or trademarks, or claims of unfair
competition, that may arise from Operator’s performance of this Agreement. The City may be represented
by, and actively participate through, its own attorneys, with all such costs and reasonable attorneys' fees to
be paid by Operator.
14.3 This indemnification obligation will survive the expiration or termination of this Agreement.
15.0 STANDARDS FOR EQUIPMENT, MATERIALS AND SUPPLIES.
15.1 Any specifications for equipment, materials and supplies set forth in this Agreement must be
acceptable in accordance with standards established and/or adopted by the City. Equipment, materials and
supplies provided by Operator shall meet or exceed Agreement requirements. The City may sample and
test equipment, materials and supplies. An Equipment Schedule is contained in Exhibit "E."
15.2 Operator shall at a minimum carry all equipment and supplies listed in attached Exhibit “E”. The
City reserves the right to require Operator, at Operator’s expense, to provide additional equipment to its
ambulances during the term of this Agreement as determined by the City in its sole discretion; provided
that such additional equipment does not interfere with important operations of ambulance units. The City
will give Operator ninety (90) days' notice of its intent to require such additional equipment. Such request(s)
shall not require expenditures of more than $3,000.00 per ambulance, per calendar year (excluding costs of
routine maintenance and repairs).
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