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Resolution No. 94341 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 9434 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF AN INDEPENDENT CONTRACTOR AGREEMENT (AMBULANCE SERVICES) BY AND BETWEEN THE CITY OF VERNON AND BOWERS COMPANIES, INC. DBA BOWERS AMBULANCE SERVICES WHEREAS, American Medical Response, Inc. and the City of Vernon have mutually agreed to terminate the existing ambulance services agreement; and WHEREAS, the City and Bowers Companies, Inc., dba Bowers Ambulance Services ("Bowers") desire to enter into an Independent Contractor Agreement to provide ambulance transport and paramedic services, including Emergency Ground Ambulance Service, Basic Life Support and Advanced Life Support ambulance transport services from October 1, 2007 through August 31, 2008, and thereafter to automatically renew every year thereafter unless terminated by 60 days notice before the renewal date; and WHEREAS, the monthly service fee negotiated with Bowers is $18,250.00 per month and subsequent one-year renewals will be at the same rate plus a percentage increase equal to the Consumer Price Index for the prior 12 months before the date of renewal; and WHEREAS, mobile intensive care paramedic and ambulance services are required for the health and welfare of its citizens; and WHEREAS, Bowers will utilize the City's ambulance and appurtenant equipment and will house its personnel in Vernon Fire Station Nos. 1, 2, 3 or 4, as so designated by the Fire Chief, so as to perform the services provided for herein in a prompt and efficient 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 imanner. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 1: The City Council of the City of Vernon hereby finds and determines that the recitals contained hereinabove are true and correct. SECTION 2: The City Council of the City of Vernon hereby approves the Independent Contractor Agreement (Ambulance Services) with Bowers Companies, Inc. dba Bowers Ambulance Services, a copy of which is attached hereto as Exhibit A and incorporated by reference. SECTION 3: The City Council of the City of Vernon hereby, authorizes the Mayor or Mayor Pro-Tem to execute the Agreement with Bowers for, and on behalf of, the City of Vernon and the City Clerk is hereby authorized to attest thereto. SECTION 4: The City Council of the City of Vernon hereby directs the City Clerk, or her designee, to give one fully executed Agreement to: Bowers Ambulance Service Attn. Paul Scarborough 3355 E. Spring Street, Suite 301 Long Beach, CA 90806-2466 SECTION 5: The City Council of the City of Vernon hereby approves and authorizes the City Administrator, or his designee, to perform such acts and deeds as may be necessary or convenient to effect the purposes of this Resolution and the transactions herein approved or authorized and to execute any and all documents consistent with the terms and conditions of the Agreement. - 2 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SECTION 6: The City Clerk of the City of Vernon shall certify to the passage of this resolution, and thereupon and thereafter the same shall be in full force and effect. APPROVED AND ADOPTED this 2nd day of October, 2007. ATTEST: 4M MANUELA GIR C ty Clerk Name: Leonis C. Malburg Title: Mayor / mays= P- - 3 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, MANUELA GIRON, City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 9434, was duly adopted by the City Council of the City of Vernon at an adjourned regular meeting of the City Council duly held on Tuesday, October 2, 2007, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. MANUELA GI'RONJ City Clerk (SEAL) - 4 - EXHIBIT 0 INDEPENDENT CONTRACTOR AGREEMENT (Ambulance Services) THIS AGREEMENT is made this 1st day of October 2007, by and between the CITY OF VERNON, (hereinafter referred to as the "CITY"), and Bowers Companies, Inc. d/b/a Bowers Ambulance Services, (hereinafter referred to as "CONTRACTOR"). RECITALS WHEREAS, CITY desires to obtain an exclusive primary CONTRACTOR of ambulance transport services, including Emergency Ground Ambulance Service ("EAS") to obtain an exclusive primary CONTRACTOR of Basic Life Support ('BLS") and Advanced Life Support ("ALS") ambulance transport services. WHEREAS, CITY desires to retain the services of CONTRACTOR to provide Emergency Ground Ambulance Service ("EAS"), and WHEREAS, CONTRACTOR is qualified by virtue of experience, training, education and expertise to accomplish such services. NOW; THEREFORE, CITY and CONTRACTOR mutually agree as follows: Section 1. CONTRACTOR OBLIGATIONS Section 1.1 Scope of Work. CONTRACTOR shall perform BLS and ALS emergency ambulance transportation and other related services as set forth herein below in accordance with and as required by all applicable laws and by the terms and conditions of this agreement. The terms BLS and ALS as utilized throughout this Agreement shall be defined in the California Health and Safety Code and applicable provisions of the California Code of Regulations, as amended. The scope of work to be performed by CONTRACTOR shall consist of those specifications and tasks set forth in Exhibit "A", attached and incorporated herein by reference. CONTRACTOR warrants that all of its services shall be performed in a competent, professional and satisfactory manner and in accordance with the prevalent standard of its professionalism. Section 1.2 Paramedic Services. CONTRACTOR shall provide ambulance service using CITY's paramedic vehicle or CONTRACTOR's ALS ambulance to all places within the CITY's boundaries. CONTRACTOR shall respond promptly on all paramedic calls received by the dispatcher. (a) CITY's paramedic vehicle will be committed to CITY paramedic responses. 4 (b) CONTRACTOR shall have available a backup paramedic ambulance within a fifteen (15) minute response time for any call within CITY'S boundaries. If a backup paramedic ambulance is unavailable, CONTRACTOR will respond with a BLS level ambulance on any subsequent backup call. (c) At such times when all CONTRACTOR ambulances are unavailable, CONTRACTOR agrees to arrange for additional backup from other ambulance companies, including the use of mutual aid agreements. However, it is expressly understood that CONTRACTOR shall have available a backup unit in accordance with paragraph (b) above and CONTRACTOR must provide evidence of good and sufficient cause if said service is unavailable. Failure to demonstrate proper cause shall be sufficient ground at CITY'S option for immediate termination of this Agreement. (d) CONTRACTOR shall furnish a proper paramedic ambulance in the event CITY'S paramedic vehicle is temporarily out of commission for any reason. (e) The CITY's paramedic vehicle and each paramedic ambulance shall be staffed with a driver and an attendant, both of whom shall wear uniforms identifying such persons as employees of CONTRACTOR. Both driver and attendant shall be trained in accordance with state and local regulations and shall be certified by the County of Los Angeles as paramedics. Both shall hold a current valid ambulance driver's certificate issued by the State of California. Section 1.3 Contractor's Specialized Equipment. CONTRACTOR shall equip CITY'S paramedic vehicle and each of its backup paramedic ambulances with specialized equipment not otherwise provided by the city and approved by the Department of Health Services, County of Los Angeles. This equipment shall be similar to supplies typically found on ALS and paramedic units, as required by the California Highway Patrol, the Department of Health Services, County of Los Angeles, and other applicable regulatory bodies. Section 1.4 Standby Response to Incidents. CONTRACTOR shall respond on all Fire Department first alarms in the CITY and on request to all Police Department incidents in the CITY. CONTRACTOR, at the request of the CITY, will respond on similar alarms and incidents outside the CITY involving CITY Fire or Police Department officers. (a) CONTRACTOR shall provide paramedic standby at all such major events or incidents. (b) CITY shall provide necessary manpower needed to assist in cases of extrication, heart attack, crowd control, and disasters as deemed necessary by CITY'S Fire Chief. Section 1.5 Telephone Line. CONTRACTOR shall maintain a direct telephone line from it' office to the Fire Department dispatcher in order to provide an efficient and prompt response. 2 Section 1.6 Reports. CONTRACTOR agrees to be responsible for the filing, accumulation, assimilation and preparation of all required reports arising from use of CITY'S paramedic vehicle, and duplicate copies of such reports will be filed with CITY'S Finance Director. Section 1.7 Continuing Education. CONTRACTOR agrees to maintain or make provision for a continuing education program for all employed paramedics as required by the Department of Health Services, County of Los Angeles. CONTRACTOR shall give training to CITY'S firefighters in assisting paramedic operations, including drills, as deemed necessary by the Fire Chief. Section 1.8 Rate Waiver for Resident and Employees of City. CONTRACTOR shall provide ambulance services to CITY residents, to their immediate family members residing with them, and to CITY employees located in the CITY at no charge to CITY, to CITY'S self -insured health plan, to the resident, to their immediate family members, or to such CITY employees. Nothing in this section shall prohibit CONTRACTOR from billing any other insurance carrier providing coverage, and nothing in this Agreement shall constitute a waiver of such additional coverage. Section 2. CITY OBLIGATIONS. Section 2.1 Lease of Premises. CITY shall permit CONTRACTOR to lease and occupy, subject to this Agreement, space and facilities within Fire Station Nos. 1, 2, 3 or 4 for housing, as designated by CITY's Fire Chief. CONTRACTOR shall compensate CITY for the right to occupy space within Station Nos. 1, 2, 3 or 4 as designated by the CITY's Fire Chief, at a nominal rental of $1.00 per month, payable in advance on or before the 1 Oth day of each month. CONTRACTOR personnel shall keep said premises clean and orderly at all times. Section 2.2 Lease of Vehicle. CITY shall permit CONTRACTOR to lease and use CITY's paramedic vehicle subject to the following terms and conditions: (a) The vehicle shall be used within and dedicated to service within CITY, except as otherwise authorized; (b) CITY shall perform or be responsible for the expense of all necessary heavy maintenance and shall supply all necessary gas, oil and supplies for the paramedic vehicle; (c) CONTRACTOR personnel will be responsible for the condition of the vehicle, and for proper fueling and servicing of the vehicle, when necessary. Further, CONTRACTOR shall be responsible for all damage to the vehicle caused by such personnel's negligent maintenance or operation; and CONTRACTOR shall compensate CITY for the lease and use of the vehicle at a nominal rate of $1.00 per month payable in advance on the 1 Oth day of each month. Section 2.3 CITY's Paramedic Equipment Supplies and Inventory_ CITY shall provide the paramedic equipment, supplies and inventory as required by the California Highway Patrol, the Department of Health Services, County of Los Angeles, and other applicable regulatory bodies. Section 2.4 Payment to CONTRACTOR. For the Ambulance Services described in this Agreement, CITY agrees to pay CONTRACTOR a monthly service fee by the 10`h day of the month following submission of an invoice in the amount of Eighteen Thousand Two Hundred Fifty Dollars ($18,250.00). CONTRACTOR is responsible for billing and collecting from either patients or third - party payers for providing ambulance transportation services in the CITY. CONTRACTOR is entitled to all reimbursements obtained from patients or third -party payers. Section 2.5 CITY'S Dispatcher. CITY shall utilize its dispatcher for gathering necessary medical and location information and will promptly dispatch CITY's paramedic vehicle and, if needed, CONTRACTOR's ALS paramedic ambulance to the scene of medical emergencies, when the need for such services is determined. CONTRACTOR shall, in each instance of an authorized call, transport the injured party to the nearest available appropriate hospital or emergency medical facility approved under the Los Angeles County Emergency Aid Program; provided that nothing herein shall preclude the patient from specifying a different hospital or other destination. Section 3. TERM AND TERM RENEWAL This initial term of this Agreement shall be one year, commencing on October 1, 2007 and ending on August 31, 2008. Thereafter, this Agreement shall renew automatically for subsequent one-year terms unless terminated by either party with at least sixty (60) days notice before the renewal date, with or without cause. Subsequent one-year renewal terms will be at the same rate set out in Section 3, plus a percentage increase equal to the Consumer Price Index (CPI) for the prior 12 months before the date of renewal. Either party may terminate the agreement without cause by giving one -hundred twenty days (120) written notice. Section 4. IMPLEMENTATION The following matters shall be implemented by CITY and by the CONTRACTOR: 1. CONTRACTOR shall furnish the Fire Chief with a list of all certified paramedics to be employed by CONTRACTOR in the CITY. This list shall be kept current at all times. Fire Chief must approve all paramedic personnel assigned to the CITY. 2. CONTRACTOR shall furnish the Fire Chief with a duty roster, indicating the personnel assigned to the CITY'S paramedic vehicle (Rescue Vehicle No. 141). The Fire Chief or his authorized representative, shall have the authority to verify the duty roster. 11 3. CONTRACTOR personnel shall comply with the Fire Department work schedule consisting of three twenty-four (24) hour shifts, designated "A" Shift, "B" Shift and "C" Shift. 4. CONTRACTOR shall supply a roster of personnel to work on each shift. Shifts are from 0700 hours to 0700 hours the next day. 5. The Fire Department Officer or Acting Officer in charge of a Station shall be in charge of paramedics. Whenever CONTRACTOR personnel are dispatched to emergency incidents where Fire Department units are working, the personnel shall come under the command of the Fire Officer in charge of the incident. It is understood that such command does not extend to medical treatment of patient(s). 6. CONTRACTOR personnel shall be stationed at Fire Station Nos. 1, 2, 3 or 4 as designated by the Fire Chief. 7. The Fire Department will furnish beds, clothing Lockers, and a medical supply locker. 8. CONTRACTOR personnel shall be responsible for their own food preparation. A refrigerator and cooking facilities are available at the Fire Station. 9. CONTRACTOR personnel will participate in normal Fire Station care and cleaning which is not related to fire conditions. Exclusion of these duties shall be at the discretion of the Fire Department Officer or Acting Officer in charge. 10. CONTRACTOR personnel are responsible for the daily care and maintenance (not mechanical) of the rescue unit. Section 5. PARTIES' RELATIONSHIP The relationship under this Agreement, between CONTRACTOR and CITY'S Fire Department shall be that of guest and host, respectively. CONTRACTOR personnel shall be subordinate to the Fire Station Commander on all matters relating to the station maintenance, internal security, training and drills. It is agreed that CONTRACTOR shall act and be an independent contractor and not an agent or employee of CITY, and shall obtain no rights to any benefits which accrue to CITY's employees. Section 6. LIMITATION UPON SUBCONTRACTING AND ASSIGMENTS The experience, knowledge, capability and reputation of CONTRACTOR, its principals and employees were a substantial inducement for CITY to enter.into this Agreement. CONTRACTOR shall not contract with any other entity to perform the services required without written approval of CITY, except for back-up or mutual aid agreements. This Agreement may not be assigned, voluntarily or by operation of the law, without the prior written approval of CITY. If CONTRACTOR is permitted to subcontract any part of the Agreement by CITY, CONTRACTOR shall be responsible to CITY for acts and omissions of its subcontractors as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and CITY. All persons engaged in the work will be considered employees of CONTRACTOR. CITY will deal directly with and will make all payments to CONTRACTOR. Section 7. CHANGES IN SCOPE OF WORK In the event of a change in the Scope of Work provided for in the contract documents as requested by CITY, the Parties hereto shall execute an addendum to this Agreement setting forth with particularity all terms of the new Agreement, including but not limited to any additional CONTRACTOR's fees. Section 8. FAMILIARITY WITH WORK By executing this Agreement, CONTRACTOR warrants that: (1) it has investigated the work to be performed and City territory to be served; and (2) it understands the facilities, difficulties and restrictions of the work under this Agreement. Section 9. TIME OF ESSENCE Time is of the essence in the performance of this Agreement. Section 10. COMPLIANCE WITH LAWS CONTRACTOR shall comply with all applicable laws, ordinance, codes and regulations of federal, state and local government, including, but not limited to, the Health Insurance Portability and Accountability Act ("HIPAA"). Section 11. CONFLICTS OF INTEREST CONTRACTOR covenants that it presently has no interest, direct or indirect, which would conflict in any manner or degree with the performance of the. services contemplated by this Agreement. No person having interest shall be employed by or associated with CONTRACTOR. Section 12. INDEMNITY CONTRACTOR agrees to protect, defend and hold harmless CITY, its elected and appointed officials and employees from any and all claims, abilities, expenses or damages of any nature, including attorneys' fees, for injury or death of any person or damage to property or interference with use of property and for errors and omissions committed by CONTRACTOR arising out of or in connection with the work, operation or activities of CONTRACTOR in carrying out its obligations under this Agreement. CONTRACTOR does not agree to indemnify the CITY for the CITY'S own active or passive negligence. M Section 13. INSURANCE CONTRACTOR shall furnish and maintain the policies of insurance and proof of insurance according to the Certificate of Liability Insurance attached as Exhibit B, subject to approval of the risk management department. Section 14. DISPUTES BETWEEN CONTRACTOR AND CITY Either party hereto may give the other party written notice of any dispute with respect to this Agreement. Such notice shall specify a date and location for a meeting of the parties hereto, at which such parties shall attempt to resolve such dispute. CITY's Fire Chief shall cause a record to be kept of the proceedings conducted and information presented during such meeting. In the event that such dispute cannot be resolved by the parties within thirty (30) days, the dispute may be referred by either party to the City Administrator. The decision of the City Administrator shall be final. Section 15. TERMINATION This Agreement may be terminated for cause based upon a material breach of contract. The party proposing termination based upon breach shall serve a written notice allowing the breaching party at least 30 days to cure the breach. If the breach is not cured on the part of the CONTRACTOR, the City administrator of the CITY, or his/her designee, may terminate the agreement, unless the breaching party is diligently pursuing the cure and the cure cannot be rectified within thirty -day period set forth above. His decision shall be final and binding on behalf of CITY. Notwithstanding the above, CITY shall have the right to unilaterally terminate this Agreement on five (5) days written notice if CONTRACTOR is in violation of any regulation or ordinance that renders them unable to operate in the State of California. Section 16. NOTICES All notices shall be personally delivered or mailed to the below listed address, or to such other addresses as may be designated by written notice. These addresses shall be used for delivery or service of process: To City: Fire Chief City of Vernon 4305 S. Santa Fe Avenue Vernon, California 90058 To Contractor: Paul Scarborough Bowers Ambulance Service 3355 E. Spring Street, Suite 301 Long Beach, CA 90806-2466 7 Section 17. ATTORNEY'S FEES If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs and necessary disbursements in addition to any other relief to which he/she may be entitled. Section 18. JUDICIAL RESOLUTION OF BREACH OF CONTRACT In the event of termination of this agreement, the parties may resort to filing a legal action in a court of competent jurisdiction, but only after having attempted a non - judicial resolution through A) a meet and confer process, or B) non -binding mediation. Any statute of limitations or time requirements set out under the Government Tort Liability Act are tolled during the meet and confer process or non -binding mediation. This Agreement shall be governed by the laws of the State of California. The parties agree that any and all disputes arising out of or in relation to this Agreement, including without limitation any action in tort, shall be resolved exclusively, finally and conclusively under the auspices of an pursuant to the rules of the Judicial Arbitration and Mediation Services, Inc. (JAMS). All decisions of the arbitrator shall be in writing, and the arbitrator shall provide a written, reasoned decision. The arbitration decision shall be final and binding on the parties. Notwithstanding the foregoing, the parties shall be permitted to access the court system to enforce any arbitration award or to obtain injunctive relief. The exclusive jurisdiction and venue for any such action shall be the Superior Court of California, Los Angeles County. Any and all contracts between CONTRACTOR and any subcontractor shall include the same arbitration clause. Section 19. ENTIRE AGREEMENT This Agreement constitutes the entire understanding and agreement between the parties, and supersedes all previous negotiations between them pertaining to the subject matter thereof. IN WITNESS WHEREOF, the parties hereto ha execut d t1lis Agreement. Mayor Leonis Malburg Bridn Cates, President Mayor For Bowers Ambulance Services Date Date l a I)OT Exzwjah Ray Iskander, COO Bowers Ambulance Services Date l? d 1 AAEST : MANUELA GIRON, City Clerk ROVED S FORM: W hard Y a hi Chief Deputy it Attorney Date %a : / — U 7 Exhibit "A" Scope of Work Rules and Regulations 1.1 CONTRACTOR shall adhere to the rules and regulations pertaining to emergency ground ambulance services as adopted by CITY. 2. Services 2.1 CONTRACTOR shall possess, maintain, and provide such equipment, facilities and supplies, and shall hire, train and provide such personnel as are necessary to respond on a 24-hour basis to requests by the Emergency Dispatch Center for Emergency Medical Transportation Services as set forth in this Agreement. 2.2 CONTRACTOR shall adhere to response time standards as agreed upon between CITY and CONTRACTOR. 2.3 Personnel performing duties under the terms and conditions of the Agreement, shall meet the requirements of ordinances of CITY and shall be subject to the following: A. The ambulance service CONTRACTOR shall insure compliance by all employees to all applicable provisions of: 1) The California Health and Safety Code 2) The California Vehicle Code 3) The County of Los Angeles Emergency Medical Service policies and procedures 4) All other applicable federal; state; and local laws; regulations; and statutes B. All response personnel shall have in their possession, at all times when on duty, applicable licenses, certifications or permits required for their specific job function as outlined in the requirements of the agencies and codes listed above. C. The ambulance service CONTRACTOR shall maintain a list of all personnel names and copies of their applicable licenses and certificates. D. The Fire Chief or his designee may, at any time, request to inspect the licenses, certifications, or permits of the response personnel for verifying validity and compliance with applicable provisions of the agencies and codes as outlined above. E. CONTRACTOR shall be responsible to ensure that all personnel working in Vernon conform to company and CITY uniform and grooming standards, and present hirn or herself in a positive and professional manner. 10 F. CONTRACTOR shall be responsible to ensure that none of their personnel are in possession of or under the influence of any alcohol, drugs, medications, or any other chemical substance, the use of which may impair performance. G. CONTRACTOR shall have in place a chemical dependency awareness program and a critical incident plan to deal with personnel demonstrating signs and/or symptoms of chemical dependency, emotional instability, or physical injury. H. The Fire Chief may request of the CONTRACTOR to participate in joint training exercises to improve the capability and coordination of both agencies' response to a given emergency or disaster. Such training will be scheduled and coordinated by the Training officers of the fire department and the CONTRACTOR agency. I. CONTRACTOR shall make available to the Fire Chief or his designee, upon request, the training records of all personnel responding to emergencies within the CITY. J. The Fire Chief may request, and the CONTRACTOR will comply, that certain personnel not be assigned with units responding into the CITY. The CONTRACTOR will take all appropriate actions to deal with personnel based on documented complaints received from the Fire Department. 3. Licenses and Law CONTRACTOR shall, throughout the term of this Agreement, maintain all necessary licenses; permits; approvals; waivers; and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the County of Los Angeles, and all other governmental agencies. CONTRACTOR shall notify CITY immediately and in writing of its inability to obtain or maintain such permits; licenses; approvals; waivers; and exemptions. The refusal of any such application, irrespective of appeal, shall require written notification of CITY. 11 EXHIBIT B C-O-BD,. CERTIFICATE OF LIABILITY INSURANCE io iaoo ' PRObUMR (71,4) 558 -2350 iAxs (714) 558-2360 1SQ Ina SiY*Ct1 - North >alLxra & Assoc.ONLY yr 1971 E. 4th 8treekt, finite 290 n01#OF15771 Santa Ana CA 92705 TIMS C.EiZnwATE IS 13SUE0 AS A MATTER OF INFORMATION ANO CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW, INSURERS AFFORDING COVERAGE NAIC # NUIRED Pacific Ambulance Inc. 9: Bow=ers Ambu3.a=e 3355 R. Spring at., Suite 301 Long Beach CA 90a06-3466 MBURQRA'Landmark American Ins. vaumnikRedwood Fire & Casualty INSURERe W POLICRS OF INSURMiCE USTM DeAW HAVE IDEA ISSUED TO THE INSURED M M213 MOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TD WHICH THIS OWMCIITE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE Tom, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AG WMATE IISR ADM POLICY EPFEC" POLICY E>aKIATIOII An I*YfO P INSURANCE POWTHUmum DwyE(mmoammDATI LIMITS A GENERAL UA0LITY 7.SC9063i8 1p/p5/1007 10/05/2098 S 1,000,000 x IAL OMHERAL LIABILITY GET CREWED C91a SO, O00 CLAIMS MADE ❑OCCUR ono anon 3 Excluded 1,909,090 GENERAL AGGREGATE 6 3,000,000 GEMLAGGREGATE LIMIT APPLIES PER p 1,000,000 PRD• L AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT ANY AUTO (Ea�dcnI) s BODILY INJURY ALL OWNED AUTOS GOHCOUL80AUTOO �pa`i°n) s FeREO AUTOS BODILY NULIRY S NON.OWNE)ALROS (Pai eradeM) PROPERTY DAMAGE S (Per sWden0 GARAGE UAILIL rrY ONLY - EA ACCIDENT S OTHER 1TiAN F.AACC S ANY AUTO S AUTO ONLY: AOO A T XCESSIUMBRELIJLLIABILITY Lsa917494 20/05/2007 10/05/2009 OCCURENCE_ 70000,05 Fx-1 AGGM T& 7,000,000 OCCUR wyMS MAoe a Omuc n Rx N 50 S D WORKERS COMPENSATION AND x Wr; sTATU. OTia. EMPLOVERB' UAMUTY EL BOCHACCIO rT -• 1 11000,000 ANY PROPMETOMPAKTNERADUMUTWE OFFIC M(CWOED9 If yet 11ee60a under w-6936797 8/l/2007 8/1/2008 s,L V-A MAPLOYFA S 11000,000 E.LDMEASE-PO L a 1.a00,000 1AL A OTiI!R Profelssianal LU0606314 10/05/2007 10/05/2008 $3mo,000 Aggregate Liability 61,p00,000 Per claim DIECRWWN OF OPERATIONSILOtATIOMONMICLEMCUNW4 APOW BY EPOOR.9EMENTISPEMAL PRWMIONa Certific&t* hOldOr is additional inel>red per the attached essdoraftwat 01 with respacts to amM-1suce Bervican. k=uedneci.vernon.ca. vA City at vernon Attlas Karl&& RU*40L 4305 Sauta Fe Ave. VO On, CA 90058 ACORD 25 (20N NLN;n9S —..,..- SHOULD ANY OF THE ABOVE DESCRIBED POLIMES OR CANCCEyyrrI Wy BEFORE THE W(PIRATION DATE THEREOF, VW I3$UWG INSURER WILL ) fi1000 1V1 NA0- 30 DAYS WRHTM NCTICE To THE CERTIFICATE HOLDER NAMED TO THE LOFT, M CORPORATION 1988 • rage � m t LANDMARK a 'iCAN INSURANCE COMPANY This Endorsement Changes The Policy. Please Read It Carefully. ADDITIONAL INSURED BLANKET leis endorsement modifies insurance provided under the fnilowing: COMMERCIAL GENERAL LIABILITY COVERAGE FORM - CLAIMS MADE - RSG 51030 0306 Narned of Person or Organization: Any person or organization to whom or to which you are obligated by virtue of a written contract or by the issuance or existence of a permit, to provide insurance such as is afforded by this policy. (if no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) SECTION 11— WHO IS AN INSURED is amended to include as an insured the person or organization shown in the SCHEDULE, but only with respect to liability arising our of "your work" for that insured by or for you. All other terms and conditions of this policy remain unchanged_ Forms part of Policy Number LHC806318 Issued to BOWERS COMPANIES INC by Landmark American Insurance Company Endorsement No.: 01 MANUSCRIPT SUPPORTING DOCUMENTS RISK MANAGEMENT OFFICE INTER -DEPARTMENT MEMORANDUM DATE: October 4, 2007 TO: Nelly Giron City Clerk FROM: Willard G. Yamaguchi,? X. Chief Deputy City Attorney/Risk Manager RE: Bowers Companies, Inc. Please be advised that the above referenced has provided acceptable insurance coverage. Attached for your retention are original insurance certificates and related policies, declarations and/or endorsements for the above -referenced insured that were issued by: • Landmark American Ins (General Liability Excess/Umbrella Liability, and Professional Liability) • Redwood Fire & Casualty (Workers Compensation) This concerns renewal of insurance coverages. WY/kr M- CERTIFICATE OF LIABILITY DATE Im/6 YYYY) INSURANCE 10/32ao7 PRObUCER (714) 558-2350 FAX: (714) 558-2360 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE =sQ =us sveg _ North ==ray & A5900. HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 1971 2. 4th Street, Suite 290 nAr#oFI3771 CA 92705 INSURERS AFFORDING COVERAGE LAIC # Santa Ana INsuRm k. Landmark Ameri can Ins . INSURED pscifia Ambulauce Inc. & Bowero AZobula=e msu11ERmeRedmmd Fire & Casualt 3355 B. Spring St., INSURM C. suite 301 INSURER INSURER Long Be=h CA 90806-2466 THE POLICIES OF INSURANCa LIST®15I.1' o-w- Me arm 16SUND TO THE INSURrD MAMA b ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING HSTANDING ANY ROQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT IMTH RESPECT TO WHICH THIS CERTIFICATE NAY BE ISSUED OR MAY PERTAW. THE INSURANCE; AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POUCIES. A TE I t H" UCEQ BY PAID CLAIMS, E){FIRATIDri WSR AD l'ift OFLIMITS IRANCIE Y POLICY EFFECTIVE 6A-M U" POLICY DATE MMR A GENERAL LIABILITY x MMERCIAL GENERAL LIABILITY 3C CL 41MS NV+I)E ❑ OGGUR =808319 10/05/2007 10/05/2008 SACH OCCURRENCES 11000, 000 DA% T v Tfgn one arson g 50,000 s Z=lude PERSONAI & ACIV INg 1 000,000 GENERAL AGGREGATE a 3,000,000 P - compipp AQQ 1 11000,000 GEWLAGGREGATE UMITAPPLIES PER . I1:1 Oyu PRO-Lj LOC AUTOMOMLI°_ LIABILITY COMBINED WNGLE LIMIT (Ea acpident) 5 ANY AUTO ALL OWNED AUTOS BODILY INJURY S SOHEDULWAUTOS HIRED AV= BODILY INJURY (Par amideny 5 NQWOWNED AUTOS PROPERTYDAMAGE (Per aooldenq y GARAGE LIABILTY AUTO ONLY -rAACrIDEIff s OTHER THAN GA ACCS AUTO ONLY: I- R ANY AUR7 S A EESSRIMBRElUtLIABILRY CC OCCUR Eii-cl CLAIMS MADE Lsa217h9t 10/05/2007 10/05/200B OCCURRENCES 7.000 000 REGATE 71000,000 S DEOIJCfIBLE $ 7L RETENTION S D WOWCERS COMPENSATION AND ELIpLOYERW LIABILITY ANY PROPMETOWARTNERIPJIECUTIVE OFFICERN MBERE)OCLUDT�? W_693679ti 8/1/2007 B/i/2008 X ❑RY L T�• OTi L 9.1- EACH ACCIDENT 1 1,000 000 EL EASE -EA Qv S 1, 000,000 E.LDIEASE•PO YLI S 1,000,000 Ilyae,de6ali69unHar SpecuL}Pft OTHER profeAsioval LiabilitY LSC805318 10/05/2007 10/05/2008 $3,000.000 Aggregate 81,400,000 per Claim jDmgcRvrIo#j OF OPERATIONsnmtATIONSNMICLMMXCW$IONS ADOED BY ENDORSEMENTISPEC)AL PROVISIONS Certificates holder is additional inured per the attached e"0Y80t8ut 02 with respects to s�ab;iisuce servicee. kx-u idaMci .veraon. Ga. us City Of vernon Attu I Karin& Rv=eda 4305 Santa To Ave. Vernon, CA 90058 ACCORD 28 (2DO INS025 (Bios}Daa SHOULD ANY OF THE ABOVE DESCRMED POLICIES RR CANCELLED BEFORE THE EXPIRATION DATE THEtEW. THE ISSUING INSURER WILL AI199W MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMM TO THE LUFT, IA CORPORATION 1908 LANDMARK a `ICAN INSURANCE COMPANY This Endorsement Changes The Policy. Please Read It Carefully. ADDITIONAL INSURED BLANKET This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM - CLAIMS MADE - RSG 51030 0306 Named of Person or Organization: Any person or organization to whom or to which you are obligated by virtue of a written contract or by the issuance or existence of a permit, to provide insurance such as is afforded by this policy. (if no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) SECTION II — WHO IS AN INSURED is amended to include as an insured the person or organization shown in the SCHEDULE, but only with respect to liability arising our of "your work" for that insured by or for you. All other terms and conditions of this policy remain unchanged_ Forms part of Policy Number LHC806318 Issued to BOWERS COMPANIES INC by Landmark Arnerican Insurance Company Endorsement No.: 01 MANUSCRIPT RISK MANAGEMENT OFFICE INTER -DEPARTMENT MEMORANDUM DATE: October 4, 2007 TO: Nelly Giron City Clerk FROM: Willard G. Yamaguchi Chief Deputy City Attorney/Risk Manager RE: Bowers Companies, Inc. Please be advised that the above referenced has provided acceptable insurance coverage. Attached for your retention are original insurance certificates and related policies, declarations and/or endorsements for the above -referenced insured that were issued by: • Landmark American Ins (General Liability Excess/Umbrella Liability, and Professional Liability) • Redwood Fire & Casualty (Workers Compensation) • Century National (Automobile Liability) This concerns agreement for ambulance transport services. WY/kr AC-ORD. CERTIFICATE OF LIABILITY IN5-1 PRODUCM (714)558-23510 VAXI (714) 558-2360 THIS CI ONLY Tau lZm sms - North Murray Ili AMsoc. HOLDEI 1971 8. 4th Streeto Suite 290 ALTER ]DO1#0F15771 INSURER Santa ADOL cA 92705 1OURED INSu RMIN Pacific Ambulance Ilse. Sr $oavers A:obUllmoft I R e. 3355 R. Spring St., INSURERC. Suite 301 INGLIRER D Long Beach CA 90806-2466 INS~e SUED AS A MAT NO RIGHTS UP( ;ATE DOES NOT q CERTIFICATE EXTEND OR THE POLICES OF OVSUiiAN4'6 LISTED ®GLOW HAVE BEEN WRIED TO 111E INSUti u MPJWF- r-"-� � +... r.� . -- ---- REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OVER DOCUMENT WITH RE&PECT TO WHICH THIS Cr"FICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES OESCRISED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. UM POLICY Emom1LB t'Qv i7fpUR!►?OON LIMITS AT— [GENERAL LIABILITY IIace06318 CLANS MADE GFN'L AGORMAATEMIIT ! '1 I PbLICY I I Jpa AUTOMOBILE LIABILITY ANY AUTO ALL OvadED AUTOS SCHEDULED AUTOS ARID AUTOS NON4MED AUTOS GARAGE LABILITY I ANY AUTO W05/2009 10/05/2007 - S 1,000 9LIMA10614 _ _. a 50 3,000.00 11000,00 COMBINEDSINGLE-UMIT S IGaaoPdmq SODILYINJURY 3 (Pcr Rws«+i BODILY INJURY S (F'ar mddiIIII PROPGRTY DAMAGE 6 (per gRiimq ONLY -EA A00004T S - OTWMTHAN EA AQQd AUTO ONLY: O S 10/05/3006 10/05/2007 5 7,000 ODO A E=M3 MWWLLAUMILm+ L>nLZ17494 i T,d00.000 AGGREG OCCUR FXI CLAIMS MADE g S DEDUCTIDLE 0 WC STATU- WO WORKERS COMPONTAT10NAND $ 1,000,00( MMPLOVEW UASNTY E.L. SAC ACCIDENT ANY PROPMETOFUPARTNERIE%ECUTM B/l/3007 8/1/2008 ospAgg_T„esMPLOYE & 1 OPFICENIASMSEREXCLUDED? W-6834797 1 000,00( it ym, ftm6he under E EASE-PaJCY LIMIT SPEC ceo6%ie Pa 10/05/2006 10/05/2007 $3,00u,000 Aggregate -•- A OTMM Fxoflazzional F+t; Fes sx.000,000 Liability oF!6C—RIPION OF oP�TNkPSII.00ATIQNSI.,!tWLE51&XCLUSIONS ADDIM 9YEHOOR9E1�16N1Y4F6CIAL PROVISIONS Certxfieate bold*X is additional insured Per the attgehed sud0ra0*mt #1 with Dpeata to aiobulaace eerYLess6. k%-0fi damCi.. Vernon. CA. T1`S city of VetnoiL ,Attns Rarina Rueda $305 Santa Fe Ave. Vernon, CA, 90058 SHOULiT ANY OF THE A00" 086CMED POLICES 9E CANCELLED SWORN TNfi EXPIRATION DATE THEREOF, TIM ISSUING NtUR"k WLL "MAIL E O DAYS WRTITm NOTICC TO THE CERTIFlCATE HOLDER NAMED TO THE, LOT_ WX - -OhCORD CORPORATION toes ACORD 15 (2D0IlOBj • paw am W8025 (010e1.0aa ACORD. CERTIFICATE OF LIABILITY INSURANCE 10/4/2007 PRODUCER (818) 767-5552 FAX: (818) 767-5554 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Lucchese Insurance Agency, Inc. HOLDER. THIS CLRTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW._ 9795 Cabrini Drive Suite 206 Burbank CA 91504 INSURERS AFFORDING COVERAGE 269NAIC # INSURED INSURER A: CENTURY NATIONAL 26905 Pacific Ambulance, Inc . , Bowers Companies , Inc . INSURER B: DBA: Bowers Ambulance Service INSURER C: 3355 E. Spring Street, # 301 INSURERD: ---- - Long tseacn •-- -.,---COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING AN REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITSAP INSR ADD'L TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE MM/DO POLICY EXPIRATION DATE MWDDNY LIMITS GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY CLAIMS MADE OCCUR EACH OCCURRENCE $ DAMAGE TO RENTED PREMISES aocc rr nce $ MED EXP (Any one person $ PERSONAL &ADV INJURY $ 0ENERALAGQREQATE$ $ GEN'L AGGREGATE LIMIT APPLIES PER:PRODUCTS-COMP/OPAGG JPEC LOC POLICY M AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 A X ANY AUTO ALL OWNED AUTOS B"159925 2/21/2007 2/21/2008 BODILY INJURY (Per person) $ X SCHEDULED AUTOS HIREDAUTOS BODILY INJURY (Per accident) $ NON -OWNED AUTOS PROPERTY DAMAGE (Per accident) $ GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ ANYAUTO OTHER THAN EA ACC AUTO ONLY: AGG $ $ EXCESSIUMNRELLA LIABILITY EACH OCCUR C $ AGGREGATE $ OCCUR CLAIMS MADE DEDUCTIBLE RETENTION $ WORKERS COMPENSATION AND ��$1'A _ pT T�f ER E.L. EACH ACCIDENT $ EMPLOYERS LIABILITY E.L. DISEASE- EA EMPLOYE $ ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? E.L. ISEASE - POLICY LIMIT $ It yes, describe under SPECIAL PROVISIONS w OTHER DESCRIPTION OF OPERATIONSILOCATIONSIVEHICLESlEXCWSIONS ADDED BY ENDORSEMENTISPECIAL PROVISIONS It is understood and agreed that the certificate holder is named as Additional Insured. vehicle Schedule is available upon request. *10 days notice of cancellation for non-payment of premium. (323)826-1439 krueda@ci.vernon.ca.us City Of Vernon Attn: Karina Rueda 4305 Santa Fe Avenue, Vernon, CA 90058 ACORD 25 (2001/08) INI C(17C in+no+ no.. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 3 0 * DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE Kario Lucchese/MK ' x.... © ACORD CORPORATION 1988 Done + of � LrRaouc6x (714) 558-Z350 FA7[s i714) 558-2 ONLY , ISII I7Qa Svcs - :3ldlee Noxth & "aces. AOTL�DRF 1971 E. 4th StVftet. STs' 290 DQI#DF15771 tNSyRIM,, gassta Aaa CA 92705 INSURER A nasllReD Pacific. Ambulance 11aea. Sa Sowesrs ?+tirbulalt * INGUR�t& Yi St, , Sui.te 3" uRERo; 3355 L. Sp ILq INSURER, )ASA RIGHTS DOES CA 90806-2466Ej�tINsuste Long Beach __ _ ,THE POLICIES OF INSURANCE LISTED BELOW HAVE SEEN ISSLIEDER DOCUMENT 11li RESP CT TQ WHO CH -MIS TO THE WSWICMIFICATE "Y�sgv�lOR MAY PERTAIN. HEPPOLICIES- REQUIREMENT, TERM OR CONDITION ON ANY CONTRACT 4R CLUSIONS AND CONDITIONS OF SUCK POLL THE INSUMNCE AFFORDED 9Y THE POLICIES i DESCRIBED SIN IS SUBJECT 70 A!1 T(IF. TERMS EX GHMERAL LIA91LI Y cOMu mom& OEN�!�1AQLrry CLAIMSr MADE u OGClJF 4_ AGGREGATE LIMIT APPLIES PEF MTONCel -E L-my ANY AUTO ALL oWNED ALY4OG $GH@DuL FDAUTOS HIRED AUTOG NON-O%1NEDAUf06 GARAGR UA91LJYY 1 ANY AUTO EYGES=M6RELLA LIACILITY X OCCUR f—lCLAIMS MADE A DEDUCTIBLE sa,B00i730S R ( ope Au WORKMS CONPENBATION AND BIPLOYERb LaWLITY ANY IPORO�ErOP DCCLu�UTN6 fT1 7/12/2007 12/21/2000 OE9CRIP'IIDNOPOPERATIDNSILOCATIONsN@NCLFSIE=LJU$*WSADWDBYENPORSENENT!'+ EMALPROVISIONS city of ve=m Attu= RA ina Ruada 4305 Saata Fe Ave - Vernon, CA 90058 COASINEDSINGLELIMIT S (Ea m�denQ BOILY INJURY (ppr P-00 YINJU RYBOpwPRO IrrY DAM AGy (Par acWmQ OTHERTHAN AUTO ONLY 9,000.0 91000,00 $I�ULO /LIMY OF rHe ABOVE DEtCRIBED PO BE CANCE„ an BEFORE THE e)un ATTON DATE THEREOF, THE ISSUING INSURER WILL Mom' 30 DAYS MYRffM NOTICE TO THE CWnFICATE HOLDER HAN@D TO THE LEFT, CgRPORATION 1988 ACQyZfl 25 (2001108) rms I d2 INS02S (0108480 LANDMARK t - 'ICAN INSURANCE COMPANY This Endorsement Changes The Po/lcy. Please Read It Carefully. ADDITIONAL INSURED BLANKET This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM - CLAIMS MADE - RSG 51030 0306 Named of Person or Organization: Any person or organization to whom or to which you are obligated by virtue of a written contract or by the issuance or existence of a permit, to provide insurance such as Is afforded by this policy. (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) SECTION U -WHO IS AN INSURED is amended to include as an insured the person or organization shown in the SCHEDULE, but only with respect to liability arising our of 'your work" for that insured by or for you_ All other terns and conditions of this policy remain unchanged. This endorsement effective 10/05/2006 Forms part of Policy Number LHC806318 Issued to BOWERS COMPANIES INC by Landmark American Insurance Company Endorsement No.: 01 MANUSCRIPT COMMERCIAL LINES COMBIIsw� ION POLICY DECLARATIONS EXECUTIVE OFFICES Landmark American Insurance Company (An Oklahoma Stock Co.) (hereinafter called "the Company") 945 East Paces Ferry Road, Suite 1800, Atlanta, GA 30326-1125 Policy Number: LHC806318 Named Insured and Mailing Address: Producer Name: RENEWAL OF: LHC804654 BOWERS COMPANIES INC PACIFIC AMBULANCE INC DBA BOWERS AMBULANCE SERVICE 22541 ASPAN STREET SUITE E LAKE FOREST, CA 92630 Policy Period: From: 10/05/06 To: 10/05/07 iD#: 12:01 A.M. Standard Time at the Named Insured address as stated herein. IN RETURN FOR THE PAYMENT OF THE PREMIUM, AND SUBJECT TO ALL THE TERMS OF THIS POLICY, WE AGREE WITH YOU TO PROVIDE THE INSURANCE AS STATED IN THIS POLICY. THIS POLICY CONSISTS OF THE FOLLOWING COVERAGE PARTS FOR WHICH A PREMIUM IS INDICATED. THIS PREMIUM MAY BE SUBJECT TO ADJUSTMENT. Business Description COVERAGE PARTS Ambulance Service Commercial General Liability Commercial General Liability Coverage Form - Claims Made - RSG 51030 0306 Professional Liability Medical Professional Liability Coverage Part - Claims Made Basis - RSG 51032 0705 L STATE SURPLUS LINE TAX at Z, -7' Stamping Fee at 1. , tai State Tax &Fie PREMIUM $ 17,365.00 $ 69,460.00 Total Advance Policy Premium $ 86,825.00 Minimum Earned Premium $ 21,706.25 Not Subject to Audit Forms and Endorsements made a part of this policy at time of issue: Please see SCHEDULE OF ATTACHMENTS. (Omits applicable forms and endorsements if shown in specific Coverage Form Declarations.) THESE DECLARATIONS TOGETHER WITH THE COMMON POLICY CONDITIONS, COVERAGE FORM(S) AND ENDORSEMENTS, IF ANY, ISSUED TO FORM A PART THEREOF COMPLETE THE ABOVE NUMBERED POLICY 11 /10/2006 Date Authorized Representative Declarations Page 1 of 2 subldIN: 30336 BinderlD# Crealed By, SMN RSG 50011 0306 Page 1 of 2 w� Policy Number; LHC806318 LIMITS OF INSURANCE: CGL and Professional Liability: $ 3,000,000.00 Policy Aggregate Limit Commercial General Liability: Effective Date: 10/05/06 At 12:01 A.M. Standard Time $ Included Above General Aggregate Limit (Other than Products -Completed Operations) $ 1,000,000,00 Products -Completed Operations Aggregate Limit $ 1,000,000.00 Personal and Advertising Injury Limit $ 1,000,000.00 Each Occurrence $ NIA Medical Payments (Any One Person) $ 50,000.00 Damage to Premises Rented to You Professional Liability: $ 1,000,000.00 Each Claim $ Included in Policy A29regate Aggregate DEDUCTIBLE: $5,000.00 Each Claim Applies to Indemnity and Expenso RETROACTIVE DATE: 10/05/05 (Enter pate or'None' if no Retroaave Date applies) FORM OF BUSINESS: ❑ Individual ❑ Joint Venture ❑ Other ❑ partnership Z Corporation THESE DECLARATIONS ARE PART OF THE COMMON POLICY DECLARATIONS CONTAINING THE NAME OF THE INSURED AND THE POLICY PERIOD, NOTICE: Except to such extent as we may otherwise be provided herein, the coverage of this policy is limited generally to liability for only those claims that are first made against the Insured while policy is in force. Please review the policy carefully and discuss this coverage thereunder with your insurance agency or broker. Declarations Page 2 of 2 SubldlD#: 36336 Bindcr= Crcated By: SMN RSG 50011 0306 Page 2 of 2 0�'- t-- �) 945 E. Paces Ferry Rd. suite 1800 Atlanta GA 30$26 14�i�9TY POLICY DECLAR.AT90a,— THIS POLICY IS ISSUED BY THE COMPANY DESIGNATED BELOW: COMPANY NAME LANDMARK AMERICAN INSURANCE COMPANY (An oklahma Stock Co.) 'OLICY NUMBER: LHA217494 4EW: El -"� PRODUCER 2ENEWAL OF: NHA215854 CODE NO: r f— PRODUCER'S NAME AND ADD RESS• ITEM 1 NAMED BOWERS AMBULANCE SERVICE INSURED AND 22541 ASPAN STREET, SUITE E MAILING LAKE FOREST, CA 92630 ADDRESS ITEM 2 ITEM 3 R 1 COVERAGE: EXCESS POLICY PERIOD FROM 10/05/2006 TO 10/05/2007 12:01 A.M. STANDARD TIME AT THE ADDRESS OF THE NAMED INSURER LIMITS OF INSURANCE ITEM 4 LIMITS AND PREMIUM EACH OCCURRENCE AGGREGATE WHERE APPLICABLE $ 7,030,000 $ 7,000 000 t ochAlt IRA STATE-SURPLU8 LiNC TAX at °fob t -7 ` Stamping Fee at ioa Total State Tax & Fee FLAT - SEE PREMIUM COMPUTATION ITENf ENDORSEMENTS ATTACHED: Policy Jacket RSG 31001 0104, Schedule of Underlying Insurance-RSG 30002 0803 5 1. Absolute Asbestos Exclusion - RSG 36003 0904 2. California - Service of Suit - RSG 92001 0903 3. California Changes - Spouse or Registered Domestic Partner - RSG 92022 0305 - 4. California Surplus Lines Disclosure Notice - RSG 99019 0106 5. Coverage Unimpaired Aggregate - RSG 34002 0803 "F 0 6. Excess Limits for Claims Made Insurance Follow Form - RSG 37001 0803 7, Exclusion - Damage to Property - RSG 36016 0803 8. Pollution Exclusion Endorsement - Total - RSG 36030 0803 9_ Service of Suit Clause - RSG 34006 0803 10. Kansas - Sexual Abuse or Molestation Exclusion - RSG 32030 0305 11. Sexual Abuse or Molestation Exclusion - RSG 36050 0504 12. War Liability Exclusion - RSG 36044 0404 13. Exclusion of Certified Acts of Terrorism and Other Nuclear, Biological or Chemical Acts of Terrorism - RSG 36045 0404 Date issued 12/7/2006 Countersigned By(Authorized Representative Mg RSG 30001 1003 COMMERCIAL EXCESS LIABILITY POLICY DECLARATIONS POLICY NO. LHA217494 ITEM (5- SCHEDULE OF UNDERLYING INSURANCE Type of Policy Insurer Applicable Limit GENERAL LIABILITY LANDMARK AMERICAN INSURANCE $1,000,000 EACH OCCURRENCE COMPANY $3,000,000 GENERAL AGGREGATE $1,000,000 PERSONALIADVERTISING INJURY PROFESSIONAL LANDMARK AMERICAN INSURANCE $1,000,000 EACH PROFESSIONAL INCIDENT LIABILITY COMPANY EMPLOYERS LIABILITY LANDMARK AMERICAN INSURANCE $1,000,000 EACH ACCIDENT COMPANY $1,000,000 DISEASE EACH EMPLOYEE v^+ $1,000,000 DISEASE POLICY LIMIT PSG 30002 0803 RSG 51030 0306 RSG 51031 0705 RSG 51032 0705 ENDT-01 ENDT-02 ENDT-03 ENDT-04 ENDT-05 ENDT-06 ENDT-07 ENDT-08 ENDT-09 ENDT-10 SCHEDULE OF FORMS AND ENDORSEMENTS Commercial General Liability Coverage Form - Claims Made Common Policy Conditions - RSG 51031 0705 Medical Professional Liability Coverage Part - Claims Made Basis Additional Insured Blanket Amendment of Auto Exclusion biological Contaminants Exclusion - RSG 56010 0903 California - Service of Suit - RSG 92001 0903 Claim Expenses Within Aggregate Limit of Liability- RSG 54041 0106 Cross Coverage Exclusion - RSG 56106 0706 Deductible Liability Insurance (Comb. Policy - Multiple Ded) - RSG 94016 0903 Minimum Retained Premium - RSG 54025 0405 Nuclear Energy Liability Exclusion & Service of Suit - RSG 56060 0304 Sexual Abuse Sub - Limit Endorsement Policy Number: LHC806318 RSG 14054 0903 Best's Rating Center - Company Information for Landmark American Insurance Company Page 1 of 2 Rating Centeri View Ratings: Financial Strength Issuer Credit Securities Advanced Search Other Web Centel Ratix Methodology Industry Research Ratings Definitions ►f Landmark American Insurance Company Search Bests Ratings (a member of Alleghanv Insurance Holdings) Assigned to companies that 1 A.M.aest #: 12619 NAIC #: 33138 FBN #: 730994137 have, in our opinion, an Press Releases ; excellent ability to meet their Address: 945 East Paces Ferry Road, Phone: 404-231-2366 ongoing obligations to Related Products ►; Suite 1800 Fax: 404-231-3755 policyholders. Industry & Regional Atlanta, GA 30326 web: www.rsui.com i Country Risk i How to Get Rated Contact an Analyst Best's Ratings Financial Strength Ratings View Definitions Rating: A (Excellent) Affiliation Code: r (Reinsured) Financial Size Category: XII ($1 Billion to $1.25 Billion) Outlook: Stable Action: Affirmed Effective Date: February 15, 2007 ti Denotes Under Review Best's Ratings Issuer Credit Ratings View Definitio Long-Term:a Outlook: Stable Action: Affirmed Date: February 15, 2007 Reports and News Visit our NewsRoom for the latest news and press releases for this company and its A.M. Best Grour Best's Company Report - includes Best's Financial Strength Rating and rationale along witl analytical commentary, detailed business overview and key financial data. Report Revision Date: 02/20/2007 (represents the latest significant change). Historical Reports are available in Best's Company Report Archive. Best's Executive Summary Reports (Financial Overview) - available in three versions, thl style reports feature balance sheet, income statement, key financial performance tests incluc liquidity and reserve analysis. Data Status: 2007 Bestss Statement File - P/C, US. Contains data compiled as of 9/19/2007 Checked). • Single Comp - five years of financial data specifically on this company. • Comparison - side -by -side financial analysis of this company with a peer group of up to companies you select. • Composite - evaluate this company's financials against a peer group composite. Report average and total composite of your selected peer group. - AMB Credit Report - Business Professional - provides three years of key financial data pr colorful charts and tables. Each report also features the latest Best's Ratings, Rating Rationz from our Business Review commentary. Data Status: Contains data compiled as of 9/19/2007 (Quality Cross Checked). 10 Best's Key Rating Guide Presentation Report - includes Best's Financial Strength Rating as provided in Best's Key Rating Guide products. Data Status: 2006 Financial Data (Quality cross checked). Financial and Analytical Products Best's Property/Casualty Center - Premium Data & Reports Best's Key Rating Guide - P/C US & Canada Best's Statement File - P/C US http://www3. ambest. com/ratings/FullProfile.asp?B1=0&AMBNum=I2619&AltSrc=1 &Alt... 10/3/2007 INDEPENDENT CONTRACTOR AGREEMENT (Ambulance Services) THIS AGREEMENT is made this 1st day of October 2007, by and between the CITY OF VERNON, (hereinafter referred to as the "CITY"), and Bowers Companies, Inc. d/b/a Bowers Ambulance Services, (hereinafter referred to as "CONTRACTOR"). RECITALS WHEREAS, CITY desires to obtain an exclusive primary CONTRACTOR of ambulance transport services, including Emergency Ground Ambulance Service ("EAS") to obtain an exclusive primary CONTRACTOR of Basic Life Support ("BLS") and Advanced Life Support ("ALS") ambulance transport services. WHEREAS, CITY desires to retain the services of CONTRACTOR to provide Emergency Ground Ambulance Service ("EAS"), and WHEREAS, CONTRACTOR is qualified by virtue of experience, training, education and expertise to accomplish such services. NOW; THEREFORE, CITY and CONTRACTOR mutually agree as follows: Section 1. CONTRACTOR OBLIGATIONS Section 1.1 Scope of Work. CONTRACTOR shall perform BLS and ALS emergency ambulance transportation and other related services as set forth herein below in accordance with and as required by all applicable laws and by the terms and conditions of this agreement. The terms BLS and ALS as utilized throughout this Agreement shall be defined in the California Health and Safety Code and applicable provisions of the California Code of Regulations, as amended. The scope of work to be performed by CONTRACTOR shall consist of those specifications and tasks set forth in Exhibit "A", attached and incorporated herein by reference. CONTRACTOR warrants that all of its services shall be performed in a competent, professional and satisfactory manner and in accordance with the prevalent standard of its professionalism. Section 1.2 Paramedic Services. CONTRACTOR shall provide ambulance service using CITY's paramedic vehicle or CONTRACTOR's ALS ambulance to all places within the CITY's boundaries. CONTRACTOR shall respond promptly on all paramedic calls received by the dispatcher. (a) CITY's paramedic vehicle will be committed to CITY paramedic responses. (b) CONTRACTOR shall have available a backup paramedic ambulance within a fifteen (15) minute response time for any call within CITY'S boundaries. If a backup paramedic ambulance is unavailable, CONTRACTOR will respond with a BLS level ambulance on any subsequent backup call. (c) At such times when all CONTRACTOR ambulances are unavailable, CONTRACTOR agrees to arrange for additional backup from other ambulance companies, including the use of mutual aid agreements. However, it is expressly understood that CONTRACTOR shall have available a backup unit in accordance with paragraph (b) above and CONTRACTOR must provide evidence of good and sufficient cause if said service is unavailable. Failure to demonstrate proper cause shall be sufficient ground at CITY'S option for immediate termination of this Agreement. (d) CONTRACTOR shall furnish a proper paramedic ambulance in the event CITY'S paramedic vehicle is temporarily out of commission for any reason. (e) The CITY's paramedic vehicle and each paramedic ambulance shall be staffed with a driver and an attendant, both of whom shall wear uniforms identifying such persons as employees of CONTRACTOR. Both driver and attendant shall be trained in accordance with state and local regulations and shall be certified by the County of Los Angeles as paramedics. Both shall hold a current valid ambulance driver's certificate issued by the State of California. Section 1.3 Contractor's Specialized Equipment. CONTRACTOR shall equip CITY'S paramedic vehicle and each of its backup paramedic ambulances with specialized equipment not otherwise provided by the city and approved by the Department of Health Services, County of Los Angeles. This equipment shall be similar to supplies typically found on ALS and paramedic units, as required by the California Highway Patrol, the Department of Health Services, County of Los Angeles, and other applicable regulatory bodies. Section 1.4 Standby Response to Incidents. CONTRACTOR shall respond on all Fire Department first alarms in the CITY and on request to all Police Department incidents in the CITY. CONTRACTOR, at the request of the CITY, will respond on similar alarms and incidents outside the CITY involving CITY Fire or Police Department officers. (a) CONTRACTOR shall provide paramedic standby at all such major events or incidents. (b) CITY shall provide necessary manpower needed to assist in cases of extrication, heart attack, crowd control, and disasters as deemed necessary by CITY'S Fire Chief. Section 1.5 Telephone Line. CONTRACTOR shall maintain a direct telephone line from its office to the Fire Department dispatcher in order to provide an efficient and prompt response. 2 Section 1.6 Reports. CONTRACTOR agrees to be responsible for the filing, accumulation, assimilation and preparation of all required reports arising from use of CITY'S paramedic vehicle, and duplicate copies of such reports will be filed with CITY'S Finance Director. Section 1.7 Continuing Education. CONTRACTOR agrees to maintain or make provision for a continuing education program for all employed paramedics as required by the Department of Health Services, County of Los Angeles. CONTRACTOR shall give training to CITY'S firefighters in assisting paramedic operations, including drills, as deemed necessary by the Fire Chief. Section 1.8 Rate Waiver for Resident and Employees of City. CONTRACTOR shall provide ambulance services to CITY residents, to their immediate family members residing with them, and to CITY employees located in the CITY at no charge to CITY, to CITY'S self -insured health plan, to the resident, to their immediate family members, or to such CITY employees. Nothing in this section shall prohibit CONTRACTOR from billing any other insurance carrier providing coverage, and nothing in this Agreement shall constitute a waiver of such additional coverage. Section 2. CITY OBLIGATIONS. Section 2.1 Lease of Premises. CITY shall permit CONTRACTOR to lease and occupy, subject to this Agreement, space and facilities within Fire Station Nos. 1, 2, 3 or 4 for housing, as designated by CITY's Fire Chief. CONTRACTOR shall compensate CITY for the right to occupy space within Station Nos. 1, 2, 3 or 4 as designated by the CITY's Fire Chief, at a nominal rental of $1.00 per month, payable in advance on or before the 1 Oth day of each month. CONTRACTOR personnel shall keep said premises clean and orderly at all times. Section 2.2 Lease of Vehicle. CITY shall permit CONTRACTOR to lease and use CITY's paramedic vehicle subject to the following terms and conditions: (a) The vehicle shall be used within and dedicated to service within CITY, except as otherwise authorized; (b) CITY shall perform or be responsible for the expense of all necessary heavy maintenance and shall supply all necessary gas, oil and supplies for the paramedic vehicle; (c) CONTRACTOR personnel will be responsible for the condition of the vehicle, and for proper fueling and servicing of the vehicle, when necessary. Further, CONTRACTOR shall be responsible for all damage to the vehicle caused by such personnel's negligent maintenance or operation; and CONTRACTOR shall compensate CITY for the lease and use of the vehicle at a nominal rate of $1.00 per month payable in advance on the 1 oth day of each month. Section 2.3 CITY's Paramedic Equipment Supplies and Inventory., CITY shall provide the paramedic equipment, supplies and inventory as required by the California Highway Patrol, the Department of Health Services, County of Los Angeles, and other applicable regulatory bodies. Section 2.4 Payment to CONTRACTOR. For the Ambulance Services described in this Agreement, CITY agrees to pay CONTRACTOR a monthly service fee by the 1 Oth day of the month following submission of an invoice in the amount of Eighteen Thousand Two Hundred Fifty Dollars ($18,250.00). CONTRACTOR is responsible for billing and collecting from either patients or third - party payers for providing ambulance transportation services in the CITY. CONTRACTOR is entitled to all reimbursements obtained from patients or third -party payers. Section 2.5 CITY' S Dispatcher. CITY shall utilize its dispatcher for gathering necessary medical and location information and will promptly dispatch CITY's paramedic vehicle and, if needed, CONTRACTOR's ALS paramedic ambulance to the scene of medical emergencies, when the need for such services is determined. CONTRACTOR shall, in each instance of an authorized call, transport the injured party to the nearest available appropriate hospital or emergency medical facility approved under the Los Angeles County Emergency Aid Program; provided that nothing herein shall preclude the patient from specifying a different hospital or other destination. Section 3. TERM AND TERM RENEWAL This initial term of this Agreement shall be one year, commencing on October 1, 2007 and ending on August 31, 2008. Thereafter, this Agreement shall renew automatically for subsequent one-year terms unless terminated by either party with at least sixty (60) days notice before the renewal date, with or without cause. Subsequent one-year renewal terms will be at the same rate set out in Section 3, plus a percentage increase equal to the Consumer Price Index (CPI) for the prior 12 months before the date of renewal. Either party may terminate the agreement without cause by giving one -hundred twenty days (120) written notice. Section 4. IMPLEMENTATION The following matters shall be implemented by CITY and by the CONTRACTOR: 1. CONTRACTOR shall furnish the Fire Chief with a list of all certified paramedics to be employed by CONTRACTOR in the CITY. This list shall be kept current at all times. Fire Chief must approve all paramedic personnel assigned to the CITY. 2. CONTRACTOR shall furnish the Fire Chief with a duty roster, indicating the personnel assigned to the CITY'S paramedic vehicle (Rescue Vehicle No. 141). The Fire Chief or his authorized representative, shall have the authority to verify the duty roster. 11 3. CONTRACTOR personnel shall comply with the Fire Department work schedule consisting of three twenty-four (24) hour shifts, designated "A" Shift, "B" Shift and "C" Shift. 4. CONTRACTOR shall supply a roster of personnel to work on each shift. Shifts are from 0700 hours to 0700 hours the next day. 5. The Fire Department Officer or Acting Officer in charge of a Station shall be in charge of paramedics. Whenever CONTRACTOR personnel are dispatched to emergency incidents where Fire Department units are working, the personnel shall come under the command of the Fire Officer in charge of the incident. It is understood that such command does not extend to medical treatment of patient(s). 6. CONTRACTOR personnel shall be stationed at Fire Station Nos. 1, 2, 3 or 4 as designated by the Fire Chief. 7. The Fire Department will furnish beds, clothing Lockers, and a medical supply locker. 8. CONTRACTOR personnel shall be responsible for their own food preparation. A refrigerator and cooking facilities are available at the Fire Station. 9. CONTRACTOR personnel will participate in normal Fire Station care and cleaning which is not related to fire conditions. Exclusion of these duties shall be at the discretion of the Fire Department Officer or Acting Officer in charge. 10. CONTRACTOR personnel are responsible for the daily care and maintenance (not mechanical) of the rescue unit. Section 5. PARTIES' RELATIONSHIP The relationship under this Agreement, between CONTRACTOR and CITY'S Fire Department shall be that of guest and host, respectively. CONTRACTOR personnel shall be subordinate to the Fire Station Commander on all matters relating to the station maintenance, internal security, training and drills. It is agreed that CONTRACTOR shall act and be an independent contractor and not an agent or employee of CITY, and shall obtain no rights to any benefits which accrue to CITY's employees. Section 6. LIMITATION UPON SUBCONTRACTING AND ASSIGMENTS The experience, knowledge, capability and reputation of CONTRACTOR, its principals and employees were a substantial inducement for CITY to enter into this Agreement. CONTRACTOR shall not contract with any other entity to perform the services required without written approval of CITY, except for back-up or mutual aid agreements. This Agreement may not be assigned, voluntarily or by operation of the law, without the prior written approval of CITY. If CONTRACTOR is permitted to subcontract any part of the Agreement by CITY, CONTRACTOR shall be responsible to CITY for acts and omissions of its subcontractors as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and CITY. All persons engaged in the work will be considered employees of CONTRACTOR. CITY will deal directly with and will make all payments to CONTRACTOR. Section 7. CHANGES IN SCOPE OF WORK In the event of a change in the Scope of Work provided for in the contract documents as requested by CITY, the Parties hereto shall execute an addendum to this Agreement setting forth with particularity all terms of the new Agreement, including but not limited to any additional CONTRACTOR's fees. Section 8. FAMILIARITY WITH WORK By executing this Agreement, CONTRACTOR warrants that: (1) it has investigated the work to be performed and City territory to be served; and (2) it understands the facilities, difficulties and restrictions of the work under this Agreement. Section 9. TIME OF ESSENCE Time is of the essence in the performance of this Agreement. Section 10. COMPLIANCE WITH LAWS CONTRACTOR shall comply with all applicable laws, ordinance, codes and regulations of federal, state and local government, including, but not limited to, the Health Insurance Portability and Accountability Act ("HIPAA"). Section 11. CONFLICTS OF INTEREST CONTRACTOR covenants that it presently has no interest, direct or indirect, which would conflict in any manner or degree with the performance of the services contemplated by this Agreement. No person having interest shall be employed by or associated with CONTRACTOR. Section 12. INDEMNITY CONTRACTOR agrees to protect, defend and hold harmless CITY, its elected and appointed officials and employees from any and all claims, abilities, expenses or damages of any nature, including attorneys' fees, for injury or death of any person or damage to property or interference with use of property and for errors and omissions committed by CONTRACTOR arising out of or in connection with the work, operation or activities of CONTRACTOR in carrying out its obligations under this Agreement. CONTRACTOR does not agree to indemnify the CITY for the CITY'S own active or passive negligence. 2 Section 13. INSURANCE CONTRACTOR shall furnish and maintain the policies of insurance and proof of insurance according to the Certificate of Liability Insurance attached as Exhibit B, subject to approval of the risk management department. Section 14. DISPUTES BETWEEN CONTRACTOR AND CITY Either party hereto may give the other party written notice of any dispute with respect to this Agreement. Such notice shall specify a date and location for a meeting of the parties hereto, at which such parties shall attempt to resolve such dispute. CITY's Fire Chief shall cause a record to be kept of the proceedings conducted and information presented during such meeting. In the event that such dispute cannot be resolved by the parties within thirty (30) days, the dispute may be referred by either party to the City Administrator. The decision of the City Administrator shall be final. Section 15. TERMINATION This Agreement may be terminated for cause based upon a material breach of contract. The party proposing termination based upon breach shall serve a written notice allowing the breaching party at least 30 days to cure the breach. If the breach is not cured on the part of the CONTRACTOR, the City administrator of the CITY, or his/her designee, may terminate the agreement, unless the breaching party is diligently pursuing the cure and the cure cannot be rectified within thirty -day period set forth above. His decision shall be final and binding on behalf of CITY. Notwithstanding the above, CITY shall have the right to unilaterally terminate this Agreement on five (5) days written notice if CONTRACTOR is in violation of any regulation or ordinance that renders them unable to operate in the State of California. Section 16. NOTICES All notices shall be personally delivered or mailed to the below listed address, or to such other addresses as may be designated by written notice. These addresses shall be used for delivery or service of process: To City: Fire Chief City of Vernon 4305 S. Santa Fe Avenue Vernon, California 90058 To Contractor: Paul Scarborough Bowers Ambulance Service 3355 E. Spring Street, Suite 301 Long Beach, CA 90806-2466 Section 17. ATTORNEY'S FEES If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs and necessary disbursements in addition to any other relief to which he/she may be entitled. Section 18. JUDICIAL RESOLUTION OF BREACH OF CONTRACT In the event of termination of this agreement, the parties may resort to filing a legal action in a court of competent jurisdiction, but only after having attempted a non - judicial resolution through A) a meet and confer process, or B) non -binding mediation. Any statute of limitations or time requirements set out under the Government Tort Liability Act are tolled during the meet and confer process or non -binding mediation. This Agreement shall be governed by the laws of the State of California. The parties agree that any and all disputes arising out of or in relation to this Agreement, including without limitation any action in tort, shall be resolved exclusively, finally and conclusively under the auspices of an pursuant to the rules of the Judicial Arbitration and Mediation Services, Inc. (JAMS). All decisions of the arbitrator shall be in writing, and the arbitrator shall provide a written, reasoned decision. The arbitration decision shall be final and binding on the parties. Notwithstanding the foregoing, the parties shall be permitted to access the court system to enforce any arbitration award or to obtain injunctive relief. The exclusive jurisdiction and venue for any such action shall be the Superior Court of California, Los Angeles County. Any and all contracts between CONTRACTOR and any subcontractor shall include the same arbitration clause. Section 19. ENTIRE AGREEMENT This Agreement constitutes the entire understanding and agreement between the parties, and supersedes all previous negotiations between them pertaining to the subject matter thereof. IN WITNESS WHEREOF, the parties hereto ha executed this Agreement. Mayor Leonis Malbtirrg Br' -i Cates, President Mayor For Bowers Ambulance Services , Dateg Date 1 6 Ray IsLnder, COO � Bowers Ambulance Services Date_ _ ATTEST: MANUELA GNON,/City Clerk APPROVED AS TO FORM; W'. `lard Ya1 LL c 114� Chief Deputy Attorney Date / d r / — D EXHIBIT A Exhibit "A" Scope of Work Rules and Regulations 1.1 CONTRACTOR shall adhere to the rules and regulations pertaining to emergency ground ambulance services as adopted by CITY. 2. Services 2.1 CONTRACTOR shall possess, maintain, and provide such equipment, facilities and supplies, and shall hire, train and provide such personnel as are necessary to respond on a 24-hour basis to requests by the Emergency Dispatch Center for Emergency Medical Transportation Services as set forth in this Agreement. 2.2 CONTRACTOR shall adhere to response time standards as agreed upon between CITY and CONTRACTOR. 2.3 Personnel performing duties under the terms and conditions of the Agreement, shall meet the requirements of ordinances of CITY and shall be subject to the following: A. The ambulance service CONTRACTOR shall insure compliance by all employees to all applicable provisions of: 1) The California Health and Safety Code 2) The California Vehicle Code 3) The County of Los Angeles Emergency Medical Service policies and procedures 4) All other applicable federal; state; and local laws; regulations; and statutes B. All response personnel shall have in their possession, at all times when on duty, applicable licenses, certifications or permits required for their specific job function as outlined in the requirements of the agencies and codes listed above. C. The ambulance service CONTRACTOR shall maintain a list of all personnel names and copies of their applicable licenses and certificates. D. The Fire Chief or his designee may, at any time, request to inspect the licenses, certifications, or permits of the response personnel for verifying validity and compliance with applicable provisions of the agencies and codes as outlined above. E. CONTRACTOR shall be responsible to ensure that all personnel working in Vernon conform to company and CITY uniform and grooming standards, and present him or herself in a positive and professional manner. 10 F. CONTRACTOR shall be responsible to ensure that none of their personnel are in possession of or under the influence of any alcohol, drugs, medications, or any other chemical substance, the use of which may impair performance. G. CONTRACTOR shall have in place a chemical dependency awareness program and a critical incident plan to deal with personnel demonstrating signs and/or symptoms of chemical dependency, emotional instability, or physical injury. H. The Fire Chief may request of the CONTRACTOR to participate in joint training exercises to improve the capability and coordination of both agencies' response to a given emergency or disaster. Such training will be scheduled and coordinated by the Training officers of the fire department and the CONTRACTOR agency. I. CONTRACTOR shall make available to the Fire Chief or his designee, upon request, the training records of all personnel responding to emergencies within the CITY. J. The Fire Chief may request, and the CONTRACTOR will comply, that certain personnel not be assigned with units responding into the CITY. The CONTRACTOR will take all appropriate actions to deal with personnel based on documented complaints received from the Fire Department. 3. Licenses and Law CONTRACTOR shall, throughout the term of this Agreement, maintain all necessary licenses; permits; approvals; waivers; and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the County of Los Angeles, and all other governmental agencies. CONTRACTOR shall notify CITY immediately and in writing of its inability to obtain or maintain such permits; licenses; approvals; waivers; and exemptions. The refusal of any such application, irrespective of appeal, shall require written notification of CITY. 11 APPROVED OCT 0 6 '08 CITY COUNCIL Memorandum To: rom: Date: Re: ITI CLERK DISTRIBUTION jbL'$j MARTHA VALENZUELA, PURCHASING AGENT DEBBY NICKENS, PURCHASING AQ------/ 9/10/2008 FIRE DEPARTMENT REQUISITION #0002932 M08" CITY CLERK'S OFFICE Attached you will find Fire Department requisition #0002932. The department is requesting to renew the monthly ambulance service, as of September 1, 2008. Purchasing reviewed Resolution #9434 approved October 2, 2007, which outlined the initial terms of the "Independent Contractor Agreement" for services. In regards to the monthly services, it was noted that "...the monthly service fee negotiated with Bowers is $18,250.00 per month and subsequent one-year renewals will be at the same rate plus a percentage increase equal to the Consumer Price Index (PCI) for the prior 12 months before the date of renewal" When Purchasing called the vendor to determine if the monthly rate would indeed increase, I was advised that the PCI for the new period was determined at a rate of 9.0%. With the PCI increase, the monthly cost is now $19,892.50. The vendor advised that the September, 2008 billing would remain at the current fee of $18,250.00. The increased cost would be effective as of the October, 2008 billing. Under the existing agreement, the term of services is from September 1st 2008 thru August 31, 2009. Chief Whitworth advised Purchasing, that he has spoken with the City Attorney, to explore the possibility of amending the current "roll-over contract date to coincide with the fiscal budget. In order to accomplish this, it will be necessary to visit the contract and CPI in March, rather than September". Purchasing is requesting the approval to issue a purchase order to Bowers Ambulance Service, at the new monthly cost of $19,892.50. The term of services would be September 1, 2008 thru June 30, 2009. Funds in the amount of $219,000.00 have been specifically budgeted for this expenditure: RegMstr 9/10/2008 4:17:20PM Requisition Master Report CITY OF VERNON V)_�_ Page: 1 Document #: 3756 Date: 09/09/2008 Year: 2,009 Requisition #: 0002932 Description: AMBULANCE SERVICE Requestor: ALVAREZ, DAVID Requested for: ALVAREZ, DAVID Apprvl Queue: fire Group: dalvarez Combine: N Current Aprv: JAUNZEMIS, DOLORES Lvl: 3 Prev: WHITWORTH, MARK PO Type:. reg Confirming: N PO #: Blanket exp: $Limit - PO: Tran: Contact: DEBBY NICKENS Phone: (323) 583-8811 x281 Text Code: Restock: N Department: 1033 Order Placement: Purchasing Requismoh`°Servrce Type Item Code Amount s 197,282.50 Tax cd: Comm cd: 1099 box: FA? N Vendor to provide ambulance service for City of Vernon, as per the Independent Contractor Agreement approved by City Council Resolution #9434.— Cost for monthly services are as follows:- 09/01 /2008 - $18,250.00- 10/01/2008 - 06/30/08 - $19,892.50"-- The City shall pay vendor on a monthly basis, after receipt of the proper statement and invoices. — This purchase order must be shown on all invoices, work orders, etc., for services rendered during the above period. — "Monthly fee increased 9.0% based on Comsumer Price Index Account(s) Project Account(s) E 011.1033.596200 Acct % 100.00 Amount 197,282.50 RFQ: N Encumber: Y Vendor: 003034 BOWERS AMBULANCE SERVICE Selected: Y Order from: P.O. BOX 80152 CITY OF INDUSTRY, CA 91716-8154 Pay to: P.O. BOX 80152 CITY OF INDUSTRY, CA 91716-8154 FOB Point: Desired: Required: Bill to: 01 ATTN: TREASURY DEPARTMENT 4305 SANTA FE AVE VERNON, CA 90058 Ship to: city 4305 SANTA FE AVE. VERNON, CA 90058 Ship -via: Instructs: DURING THE PERIOD OF SEPTEMBER 1, 2008 THRU JUNE 30, 2009VENDOR TO PROVIDE THE FOLLOWING SERVICES: Total: 197,282.50 Page: 1 Thank you Paul From: Paul Scarborough [mailto:pscarborough@bowersambulance.com]µ Sent: Wednesday, September 10, 2008 3:44 PM To: Nickens, Debby Cc: Whitworth, Mark; Jaunzemis, Dolores Subject: RE: Bowers CPI Increase We have agreed to the 9.0% increase as indicated in the email below from Battalion Chief Wilson. Vice President Pacific Ambulance Bowers Ambulance Pacific Business: 949-470-2355 Bowers Business: 562-988-6460 www.Pacificambulance.com www.bowersambulance.com From: Nickens, Debby [mailto:DNickens@ci.vernon.ca.us] Sent: Wednesday, September 10, 2008 12:56 PM To: paul@bowersambulance.com Cc: Whitworth, Mark; Jaunzemis, Dolores Subject: RE: Bowers CPI Increase Good afternoon Paul, Will you please send me a revised price quotation, based on the information below. This will be added to the memorandum submitted for Finance review and approval. Thank you Paul, Debby From: Whitworth, Mark Sent: Wednesday, September 10, 2008 8:28 AM To: Nickens, Debby; Wilson, Mike BC; Jaunzemis, Dolores Cc: 'Paul@bowersambulance.com'; Harrison, Jeff Subject: RE: Bowers CPI Increase To All, After consulting with our City Attorney, we will be looking to amend the roll-over contract date to coincide with the fiscal budget. In order to accomplish this, it will be necessary to visit the contract and CPI in March, rather than September. Also, being that the consumer price index(CPI) has multiple categories, further definition will be clarified as to the appropriate index to be used. The Battalion Chief in charge of EMS delivery and a Bower's representative shall perform this function in the future to insure appropriate issues are identified in a timely manner. Mark C. Whitworth Fire Chief Vernon Fire Department (323) 583-8811 ext. 280 4305 Santa Fe Ave. Vernon, CA 90058 E-Mail mwhitworth@ci.vernon.ca.us Confidentiality Notice This e-mail transmission, and any documents, files or previous e-mail messages attached to it may contain confidential information that is legally privileged. If you are not the intended recipient, or a person responsible for delivering it to the intended recipient, you are hereby notified that any disclosure, copying distribution or use of any of the information contained in this transmission is STRICTLY PROHIBITED. If you have received this transmission in error, please immediately notify the sender. Please destroy the original transmission and its attachments without reading or saving in any manner. From: Nickens, Debby Sent: Wednesday, September 10, 2008 7:44 AM To: Wilson, Mike BC; Jaunzemis, Dolores Cc: Whitworth, Mark; 'paul@bowersambulance.com' Subject: RE: Bowers CPI Increase Thank you Michael, Purchasing will submit our Finance memo to include the adjusted CPI. Debby From: Wilson, Mike BC Sent: Tuesday, September 09, 2008 7:38 PM To: Nickens, Debby Cc: Whitworth, Mark; 'paul@bowersambulance.com' Subject: Bowers CPI Increase Debby, . I have confirmed a CPI rate increase with Paul Scarborough from Bowers Ambulance late today. We have negotiated a 9.0% increase to their renewed contract based on percentages acquired from LA, Orange, and Riverside County CPI rates, also to include the Medical CPI and the Transportation CPI Rate increases for the last year. Please adjust the contract to reflect the new rate increase. Thank You Michael A. Wilson Battalion Chief City of Vernon Fire Department Good afternoon Paul; Will you please send me a revised price quotation, based on the information below. This will be added to the memorandum submitted for Finance review and approval. Thank you Paul, Debby From: Whitworth, Mark Sent: Wednesday, September 10, 2008 8:28 AM To: Nickens, Debby; Wilson, Mike ,BC; Jaunzemis, Dolores Cc: 'Paul@bowersambulance.com' Harrison, Jeff Subject: RE: Bowers CPI Increase To A11, After consulting with our City Attorney, we will be looking to amend the roll-over contract date to coincide with the fiscal budget. In Girder to accomplish this, it will be necessary to visit the contract and CPI in March, rather than September. Also, being that the consumer price index(CPi) has multiple categories, further definition will be clarified as to the appropriate index to be used. The Battalion Chief in charge of EMS delivery and a Bower's representative shall perform this function in the future to insure appropriate issues are identified in a timely manner. Mark C. Whitworth Fire Chief Vernon Fire Department (323) 583-8811 ext. 280 4305 Santa Fe Ave. Vernon, CA 90058 E-Mail mwhitworth@ci.vemon.ca.us Confidentiality Notice: This e-mail transmission, and any documents, files or previous e-mail messages attached to it may contain confidential information that is legally privileged. If you are not the intended recipient, or a person responsible for delivering it to the intended recipient, you are hereby notified that any disclosure, copying distribution or use of any of the information contained in this transmission is STRICTLY PROHIBITED. If you have received this transmission in error, please immediately notify the sender. Please destroy the original transmission and its attachments without reading or saving in any manner. From: Nickens, Debby Sent: Wednesday, September 10, 2008 7:44 AM To: Wilson, Mike BC; Jaunzemis, Dolores Cc: Whitworth, Mark; 'paul@bowersambulance.com' Subject: RE: Bowers CPI Increase Thank you Michael, Purchasing will submit our Finance memo to include the adjusted CPI. Debby From: Wilson, Mike BC Sent: Tuesday, September 09, 2008 7:38 PM To: Nickens, Debby Cc: Whitworth, Mark; 'paul@bowersambulance.com' Subject: Bowers CPI Increase Debby, I have confirmed a CPI rate increase with Paul Scarborough from Bowers Ambulance late today. We have negotiated a 9.0% increase to their renewed contract based on percentages acquired from LA, Orange, and Riverside County CPI rates, also to include the Medical CPI and the Transportation CPI Rate increases for the last year. Please adjust the contract to reflect the new rate increase. Thank You Michael A. Wilson Battalion Chief City of Vernon Fire Department 1 2 3 4 5 6 .7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 9434 A RESOLUTION OF'THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF AN INDEPENDENT CONTRACTOR AGREEMENT (AMBULANCE SERVICES) BY AND BETWEEN THE CITY OF VERNON AND BOWERS COMPANIES, INC. DBA BOWERS AMBULANCE SERVICES WHEREAS, American Medical Response, Inc. and the City of Vernon have mutually agreed to terminate the existing ambulance services agreement; and WHEREAS, the City and Bowers Companies, Inc., dba Bowers Ambulance Services ("Bowers") desire to enter into an Independent Contractor Agreement to provide ambulance transport and paramedic services, including Emergency Ground Ambulance Service, Basic Life Support and Advanced Life Support ambulance transport services from October 1, 2007 through August 31, 2008,-and thereafter to automatically renew every year thereafter unless terminated by 60 days notice before the renewal date; and WHEREAS, the monthly service fee negotiated with Bowers is $18,250.00 per month and subsequent one-year renewals will be at the same rate plus a percentage increase equal to the Consumer Price Index for the prior 12 months before the date of renewal; and WHEREAS, mobile intensive care paramedic and ambulance services are required for the health and welfare of its citizens-; and WHEREAS, Bowers will utilize the City's ambulance and appurtenant equipment and will house its personnel in Vernon Fire Station Nos. 1, 2, 3 or 4, as so designated by the Fire Chief, so as to perform the services provided for herein in a prompt and efficient 1 2 3 4 6y C. 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Imanner. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 1: The City Council of the City of Vernon hereby finds and determines that the recitals contained hereinabove are true (land correct. SECTION 2: The City Council of the City of Vernon hereby approves the Independent Contractor Agreement (Ambulance Services) with Bowers Companies, Inc. dba Bowers Ambulance Services, a copy of which is attached hereto as Exhibit A and incorporated by reference. SECTION 3: The City Council of the City of Vernon hereby, authorizes the Mayor or Mayor Pro-Tem to execute the Agreement with Bowers for, and on behalf of, the City of Vernon and the City Clerk is hereby authorized to attest thereto. SECTION 4: The City Council of the City of Vernon hereby directs the City Clerk, or her designee, to give one fully executed Agreement to: Bowers Ambulance Service Attn. Paul Scarborough 3355 E. Spring Street, Suite 301 Long Beach, CA 90806-2466 SECTION 5: The City Council of the City of Vernon hereby approves and authorizes the City Administrator, or his designee, to perform such acts and deeds as may be necessary or convenient to effect the purposes of this Resolution and the transactions herein approved or authorized and to execute any and all documents consistent with the terms and conditions of the Agreement. - 2 - I 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SECTION 6: The City Clerk of the City of Vernon shall certify to the passage of this resolution, and thereupon and thereafter the same shall be in full force and effect. APPROVED AND ADOPTED this 2nd day of October, 2007. ATTEST: MANUELA GIRO ity Clerk - 3 - Name: J Leonis C. Malburq Title: Mayor / 1 2 3 4 5 6 7 8 9 10 11 STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, MANUELA GIRON, City Clerk'of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 9434, was duly adopted by the City Council of the City of Vernon at an adjourned regular meeting of the City Council duly held on Tuesday, October 2, 2007, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. 12 13 (SEAL) 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 - 4 - MANUELA GIRON/, City Clerk EXHIBIT A INDEPENDENT CONTRACTOR AGREEMENT (Ambulance Services) THIS AGREEMENT is made this 1 st day of October 2007, by and between the CITY OF VERNON, (hereinafter referred to as the "CITY"), and Bowers Companies, Inc. d/b/a Bowers Ambulance Services, (hereinafter referred to as "CONTRACTOR"). RECITALS WHEREAS, CITY desires to obtain an exclusive primary CONTRACTOR of ambulance transport services, including Emergency Ground Ambulance Service ("EAS"). to obtain an exclusive primary CONTRACTOR of Basic Life Support ("BLS") and Advanced Life Support ("ALS") ambulance transport services. WHEREAS, CITY desires to retain the services of CONTRACTOR to provide Emergency Ground Ambulance Service ("EAS"), and WHEREAS, CONTRACTOR is qualified by virtue of experience, training, education and expertise to accomplish such services. NOW; THEREFORE, CITY and CONTRACTOR mutually agree as follows: Section 1. CONTRACTOR OBLIGATIONS Section 1.1 Scope of Work. CONTRACTOR shall perform BLS and ALS emergency ambulance transportation and other related services as set forth herein below in accordance with and as required by all applicable laws and by the terms and conditions of this agreement. The terms BLS and ALS as utilized throughout this Agreement shall be defined in the California Health and Safety Code and applicable provisions of the California Code of Regulations, as amended. The scope of work to be performed by CONTRACTOR shall consist of those specifications and tasks set forth in Exhibit "A", attached and incorporated herein by reference. CONTRACTOR warrants that all of its services shall be performed in a competent, professional and satisfactory manner and in accordance with the prevalent standard of its professionalism. Section 1.2 Paramedic Services. CONTRACTOR shall provide ambulance service using CITY's paramedic vehicle or CONTRACTOR's ALS ambulance to all places within the CITY's boundaries. CONTRACTOR shall respond promptly on all paramedic calls received by the dispatcher. (a) CITY's paramedic vehicle will be committed to CITY paramedic responses. (b) CONTRACTOR shall have available a backup paramedic ambulance within a fifteen (15) minute response time for any call within CITY'S boundaries. If a backup paramedic ambulance is unavailable, CONTRACTOR will respond with a BLS level ambulance on any subsequent backup call. (c) At such times when all. CONTRACTOR ambulances are unavailable, CONTRACTOR agrees to arrange for additional backup from other ambulance companies, including the use of mutual aid agreements. However, it is expressly understood that CONTRACTOR shall have available a backup unit in accordance with paragraph (b) above and CONTRACTOR must provide evidence of good and sufficient cause if said service is unavailable. Failure to demonstrate proper cause shall be sufficient ground at CITY'S option for immediate termination of this Agreement. (d) CONTRACTOR shall furnish a proper paramedic ambulance in the event CITY'S paramedic vehicle is temporarily out of commission for any reason. (e) The CITY's paramedic vehicle and each paramedic ambulance shall be staffed with a driver and an attendant, both of whom shall wear uniforms identifying such persons as employees of CONTRACTOR. Both driver and attendant shall be , trained in accordance with state and local regulations and shall be certified by the County of Los Angeles as paramedics. Both shall hold a current valid ambulance driver's certificate issued by the State of California. Section 1.3 Contractor's Specialized Equipment. CONTRACTOR shall equip CITY'S paramedic vehicle and each of its backup paramedic ambulances with specialized equipment not otherwise provided by the city and approved by the Department of Health Services, County of Los Angeles. This equipment shall be similar to supplies typically found on ALS and paramedic units, as required by the California Highway Patrol, the Department of Health Services, County of Los Angeles, and other applicable regulatory bodies. Section 1.4 Standby Response to Incidents. CONTRACTOR shall respond on all Fire Department first alarms in the CITY and on request to all Police Department incidents in .the CITY. CONTRACTOR, at the request of the CITY, will respond on similar alarms and incidents outside the CITY involving CITY Fire or Police Department officers. (a) CONTRACTOR shall provide paramedic standby at all such major events or incidents. (b) CITY shall provide necessary manpower needed to assist in cases of extrication, heart attack, crowd control, and disasters as deemed necessary by CITY'S Fire Chief. Section 1.5 Telephone Line. CONTRACTOR shall maintain a direct telephone line from its office to the Fire Department dispatcher in order to provide an efficient and prompt response. 2 Section 1.6 Reports. CONTRACTOR agrees to be responsible for the filing, accumulation, assimilation and preparation of all required reports arising from use of CITY'S paramedic vehicle, and duplicate copies of such reports will be filed with CITY'S Finance Director. Section 1.7 Continuing Education. CONTRACTOR agrees to maintain or make provision for a continuing education program for all employed paramedics as required by the. Department of Health Services, County of Los Angeles. CONTRACTOR shall give training to CITY'S firefighters in assisting paramedic operations, including drills, as deemed necessary by the Fire Chief. Section 1.8 Rate Waiver for Resident and Employees of City. CONTRACTOR shall provide ambulance services to CITY residents, to their immediate family members residing with them, and to CITY employees located in the CITY at no charge to CITY, to CITY'S self -insured health plan, to the resident, to their immediate, family members, or to such CITY employees. Nothing in this section shall prohibit CONTRACTOR from billing any other insurance carrier providing coverage, and nothing in this Agreement shall constitute a waiver of such additional coverage. Section 2. CITY OBLIGATIONS. Section 2.1 Lease of Premises. CITY shall permit CONTRACTOR to lease and occupy, subject to this Agreement, space and facilities within Fire Station Nos. 1, 2, 3 or 4 for housing, as designated by CITY's Fire Chief. CONTRACTOR shall compensate CITY for the right to occupy space within Station Nos. 1, 2, 3 or 4 as designated by the CITY's Fire Chief, at a nominal rental of $1.00 per month, payable in advance on or before the I Wh day of each month. CONTRACTOR personnel shall keep said premises clean and orderly at all times. Section 2.2 Lease of Vehicle. CITY shall permit CONTRACTOR to lease and use CITY's paramedic vehicle subject to the following terms and conditions: (a) The vehicle shall be used within and dedicated to service within CITY, except as otherwise authorized; (b) CITY shall perform or be responsible for the expense of all necessary heavy maintenance and shall supply all necessary gas, oil and supplies for the paramedic vehicle; (c) CONTRACTOR personnel will be responsible for the condition of the vehicle, and for proper fueling and servicing of the vehicle, when necessary. Further, CONTRACTOR shall be responsible for all damage to the vehicle caused by such personnel's negligent maintenance or operation; and CONTRACTOR shall compensate CITY for the lease and use of the vehicle at a nominal rate of $1.00 per month payable in advance on the 1 Och day of each month. Section 2.3 CITY's Paramedic Equipment Supplies and Inventory CITY shall provide the paramedic equipment, supplies and inventory as required by the California Highway Patrol, the Department of Health Services, County of Los Angeles, and other applicable regulatory bodies. 3 Section 2.4 Payment to CONTRACTOR. For the Ambulance Services described in this Agreement, CITY agrees to pay CONTRACTOR a monthly service fee by the 1 oth day of the month following submission of an invoice in the amount of Eighteen Thousand Two Hundred Fifty Dollars ($18,250.00). CONTRACTOR is responsible for billing and collecting from either patients or third party payers for providing ambulance transportation services in the CITY. CONTRACTOR is entitled to all reimbursements obtained from patients or third -party payers. Section 2.5 CITY'S Dispatcher. CITY shall utilize its dispatcher for gathering necessary medical and location information and will promptly dispatch CITY's paramedic vehicle and, if needed, CONTRACTOR's ALS paramedic ambulance to the scene of medical emergencies, when the need for such services is determined. CONTRACTOR shall, in each instance of an authorized call, transport the injured party to the nearest available appropriate hospital or emergency medical facility approved under the Los Angeles County Emergency Aid Program; provided that nothing herein shall preclude the patient from specifying a different hospital or other destination. Section 3. TERM AND TERM RENEWAL This initial term of this Agreement shall be one year, commencing on October 1, 2007 and ending on August 31, 2008. Thereafter, this Agreement shall renew automatically for subsequent one-year terms unless terminated by either party with at least sixty (60) days notice before the renewal date, with or without cause. Subsequent one-year renewal terms will be at the same rate set out in Section 3, plus a percentage increase equal to the Consumer Price Index (CPI) for the prior 12 months before the date of renewal. Either party may terminate the agreement without cause by giving one -hundred twenty days (120) written notice. Section 4. IMPLEMENTATION The following matters shall be implemented by CITY and by the CONTRACTOR: 1. CONTRACTOR shall furnish the Fire Chief with a list of all certified paramedics to be employed by CONTRACTOR in the CITY. This list shall be kept current at all times. Fire Chief must approve all paramedic personnel assigned to the CITY. 2. CONTRACTOR shall furnish the Fire Chief with a duty roster, indicating the personnel assigned to the CITY'S paramedic vehicle (Rescue Vehicle No. 141). The Fire Chief or his authorized representative, shall have the authority to verify the duty roster. 4 3. CONTRACTOR personnel shall comply with the Fire Department work schedule consisting of three twenty-four (24) hour shifts, designated "A" Shift, "B" Shift and "C" Shift. 4. CONTRACTOR shall supply a roster of personnel to work on each shift. Shifts are from 0700 hours to 0700 hours the next day. 5. The Fire Department Officer or Acting Officer in charge of a Station shall be in charge of paramedics. Whenever CONTRACTOR personnel are dispatched to emergency incidents where Fire Department units are working, the personnel shall come under the command of the Fire Officer in charge of the incident. It is understood that such command does not extend to medical treatment of patient(s). 6. CONTRACTOR personnel shall be stationed at Fire Station Nos. 1, 2, 3 or 4 as designated by the Fire Chief. 7. The Fire Department will furnish beds, clothing Lockers, and a medical supply locker. S. CONTRACTOR personnel shall be responsible for their own food preparation. A refrigerator and cooking facilities are available at the Fire Station. 9. CONTRACTOR personnel will participate in normal Fire Station care and cleaning which is not related to fire conditions. Exclusion of these duties shall be at the discretion of the Fire Department Officer or Acting Officer in charge. 10. CONTRACTOR personnel are responsible for the daily care and maintenance (not mechanical) of the rescue unit. Section 5. 'PARTIES' RELATIONSHIP The relationship under this Agreement, between CONTRACTOR and CITY'S Fire Department shall be that of guest and host, respectively. CONTRACTOR personnel shall be subordinate to the Fire Station Commander on all matters relating to the station maintenance, internal security, training and drills. It is agreed that CONTRACTOR shall act and be an independent contractor and not an agent or employee of CITY, and shall obtain no rights to any benefits which accrue to CITY's employees. Section 6. LIMITATION UPON SUBCONTRACTING AND ASSIGMENTS The experience, knowledge, capability and reputation of CONTRACTOR, its principals and employees were a substantial inducement for CITY to enter.into this Agreement. CONTRACTOR shall not contract with any other entity to perform the services required without written approval of CITY, except for back-up or mutual aid agreements. This Agreement may not be assigned, voluntarily or by operation of the law, without the prior written approval of CITY. If CONTRACTOR is permitted to subcontract any part of the Agreement by CITY, CONTRACTOR shall be responsible to CITY for acts and omissions of its subcontractors as it is for persons directly employed. Nothing contained in this Agreement. shall create any contractual relationships between any subcontractor and CITY. All persons. engaged in the work will be considered employees of CONTRACTOR. CITY will deal directly with and will make all payments to CONTRACTOR. Section 7. CHANGES IN SCOPE OF WORK In the event of a change in the Scope of Work provided for in the contract documents as requested by CITY, the Parties hereto shall execute an addendum to this Agreement setting forth with particularity all terms of the new Agreement, including but not limited to any additional CONTRACTOR's fees. Section 8. FAMILIARITY WITH WORK By executing this Agreement, CONTRACTOR warrants that: (1) it has investigated the work to be performed and City territory to be served; and (2) it understands the facilities, difficulties and restrictions of the work under this Agreement. Section 9. TIME OF ESSENCE Time is of the essence in the performance of this Agreement. Section 10. COMPLIANCE WITH LAWS CONTRACTOR shall comply with all applicable laws, ordinance, codes and regulations of federal, state and local government, including, but not limited to, the Health Insurance Portability and Accountability Act ("HIPAA"). Section 11. CONFLICTS OF INTEREST CONTRACTOR covenants that it presently has no interest, direct or indirect, which would conflict in any manner or degree with the performance of the. services contemplated by this Agreement. No person having interest shall be employed by or associated with CONTRACTOR. Section 12. INDEMNITY CONTRACTOR agrees to protect, defend and hold harmless CITY, its elected and appointed officials and employees from any and all claims, abilities, expenses or damages of any nature, including attorneys' fees, for injury or death of any person or damage to property or interference with use of property and for errors and omissions committed by CONTRACTOR arising out of or in connection with the work, operation or activities of CONTRACTOR in carrying out its obligations under this Agreement. CONTRACTOR does not agree to indemnify the CITY for the CITY'S own active or passive. negligence. 0 'Section 13. INSURANCE .CONTRACTOR shall furnish and maintain the policies of insurance and proof of insurance according to the Certificate of Liability Insurance attached as Exhibit B, subject to approval of the risk management department. Section 14. DISPUTES BETWEEN CONTRACTOR AND CITY Either party hereto may give the other party written notice of any dispute with respect to this Agreement. Such notice shall specify a date and location for a meeting of the parties hereto, at which such parties shall attempt to resolve such dispute. CITY's Fire Chief shall cause a record to be kept of the proceedings conducted and information presented during such meeting. In the event that such dispute cannot be resolved by the parties within thirty (30) days, the dispute may be referred by either party to the City Administrator. The decision of the City Administrator shall be final. Section 15. TERMINATION This Agreement may terminated for cause based upon a material breach of contract. The party proposing termination based upon breach shall serve a written notice allowing the breaching party at least 30 days to cure the breach. If the breach is not cured on the part of the CONTRACTOR, the City administrator of the CITY, or his/her designee, may terminate the agreement, unless the breaching party is diligently pursuing the cure and the cure cannot be rectified within thirty -day period set forth above. His decision shall be final and binding on behalf of CITY. Notwithstanding the above, CITY shall have the right to unilaterally terminate this Agreement on five (5) days written notice if CONTRACTOR is in violation of any regulation or ordinance that renders them unable to operate in the State of California. Section 16. NOTICES All notices shall be personally delivered or mailed to the below listed address, or to such other addresses as may be designated by written notice. These addresses shall be used for delivery or service of process: ' To City: Fire Chief City of Vernon 4305 S. Santa Fe Avenue Vernon, California 90058 To Contractor: Paul Scarborough Bowers Ambulance Service 3355 E. Spring Street, Suite 301 Long Beach, CA 90806-2466 7 Section 17. ATTORNEY'S FEES If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs and necessary disbursements in addition to any other relief to which he/she may be entitled. Section 18. JUDICIAL RESOLUTION OF BREACH OF CONTRACT In the event of termination of this agreement, the parties may resort to filing a legal action in a court of competent jurisdiction, but only after having attempted a non - judicial resolution through A) a meet and confer process, or B) non -binding mediation. Any statute of limitations or time requirements set out under the Government Tort Liability Act are tolled during the meet and confer process or non -binding mediation. This -Agreement shall be governed by the laws of the State of California. The parties agree that any and all disputes arising out of or in relation to this Agreement, including without limitation any action in tort, shall be resolved exclusively, finally and conclusively under the auspices of an pursuant to the rules of the Judicial Arbitration and Mediation Services, Inc. (JAMS). All decisions of the arbitrator shall be in writing, and the arbitrator shall provide a written, reasoned decision. The arbitration decision shall be final and binding on the parties. Notwithstanding the foregoing, the parties shall be permitted to access the court system to enforce any arbitration award or to obtain injunctive relief The exclusive jurisdiction and venue for any such action shall be the Superior Court of California, Los Angeles County. Any and all contracts between CONTRACTOR and any subcontractor shall include the same arbitration clause. Section 19. ENTIRE AGREEMENT This Agreement constitutes the entire understanding and agreement between the parties, and supersedes all previous negotiations between them pertaining to the subject matter thereof. IN WITNESS WHEREOF, the parties hereto ha execut d t 's Agreement. Mayor Leonis Malburg Bridn Cates, President Mayor For Bowers Ambulance Services Date Date Cp i KWJFAUH Ray Iskander, COO Bowers Ambulance Services Date 1 t? D 1 0 - ATTEST: MANUELA GIRON, City Clerk ROVED AS FORM: W 11ard Y a Chief Deputy it Attorney / Date / a -/ — U % Exhibit "A" Scope of Work 1. Rules and Regulations 1.1 CONTRACTOR shall adhere to the rules and regulations pertaining to emergency ground ambulance services as adopted by CITY. 2. Services 2.1 CONTRACTOR shall possess, maintain, and provide such equipment, facilities and supplies, and shall hire, train and provide such personnel as are necessary to respond on a 24-hour basis to requests by the Emergency Dispatch Center for Emergency Medical Transportation Services as set forth in this Agreement. 2.2 CONTRACTOR shall adhere to response time standards as agreed upon between CITY and CONTRACTOR. 2.3 Personnel performing duties under the terms and conditions of the Agreement, shall meet the requirements of ordinances of CITY and shall be subject to the following: A. The ambulance service CONTRACTOR shall insure compliance by all, employees to all applicable provisions of: 1) The California Health and Safety Code 2) The California Vehicle Code 3) The County of Los Angeles Emergency Medical Service policies and procedures 4) All other applicable federal; state; and local laws; regulations; and statutes B. All response personnel shall have in their possession, at all times when on duty, applicable licenses, certifications or permits required for their specific job function as outlined in the requirements of the agencies and codes listed above. C. The ambulance service CONTRACTOR shall maintain a list of all personnel names and copies of their applicable licenses and certificates. D. The Fire Chief or his designee may, at any time, request to inspect the licenses, certifications, or permits of the response personnel for verifying validity and compliance with applicable provisions of the agencies and codes as outlined above. E. CONTRACTOR shall be responsible to ensure that all personnel working in Vernon conform to company and CITY uniform and grooming standards, and present him or herself in a positive and professional manner. 10 F. CONTRACTOR shall be responsible to ensure that none of their personnel are in possession of or under the influence of any alcohol, drugs, medications, or any other chemical substance, the use of which may impair performance. G. CONTRACTOR shall have in place a chemical dependency awareness program and a critical incident plan to deal with personnel demonstrating signs and/or symptoms of chemical dependency, emotional instability, or physical injury. H. The Fire Chief may request of the CONTRACTOR to participate in joint training exercises to improve the capability and coordination of both agencies' response to a given emergency or disaster. Such training will be scheduled and coordinated by the Training officers of the fire department and the CONTRACTOR agency. I. CONTRACTOR shall make available to the Fire Chief or his designee, upon request, the training records of all personnel responding to emergencies within the CITY. J. The Fire Chief may request, and the CONTRACTOR will comply, that certain personnel not be assigned with units responding into the CITY. The CONTRACTOR will take all appropriate actions to deal with personnel based on documented complaints received from the Fire Department. 3. Licenses and Law CONTRACTOR shall, throughout the term of this Agreement, maintain all necessary licenses; permits; approvals; waivers; and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the County of Los Angeles, and all other governmental agencies. CONTRACTOR shall notify CITY immediately and in writing of its inability to obtain or maintain such permits; licenses; approvals; waivers; and exemptions. The refusal of any such application, irrespective of appeal, shall require written notification of CITY. EXHIBIT B AGD-BO,� CERTIFICATE OF LIABILITY IN RAN E oATEpMIIDDN Y) xa 3/2007 PMbum (73,4) 55B-2350 rAbt (71t) 556-2360 IS[T Ina >Q�CSY - NOrtl1 >tmuLxzay 0 ApICOC. 3.971 21. 4th $treftt, Suite 290 3302*93r .5771 8aata Azm CA 92705 THIS C.ER71FICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, MMEND OR ALT R THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAI # .a wim Pacific Ambulmwe Tar. S Dowoes Azobulauoe 3355 33. Spring St., Spite_ 302 Y+ow Beach CA $0806-2466 Pmum tA: LumAmark American Ins. INaunrmbeRedmmd rire A Casualty INSLACRe - AQPIJ TFE POUCIES CP INSURANOR LAM MW HAVEBM IBBURD TO TIC NSUITEA NAMeb ABOVE FOR THE POLICY PERIOD INDICATED. NO VMMTANDINO ANY RMUIRMIENT. TERM OR CONDnM OF ANY CON'NRAGT OR OTHM DOCUMENT WITH RESPECT TO WHICH THI$ CBi1 LATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORD80 BY THE POLICIES DE O NSED HEMN IS SWJECT TO ALL THE TERMS. EXCLUSIONS ANO C-MI)MONG OF 6DCH POLICIES. JL OAYE o�A7l�SNN � UMITS A OEMEMUAeanY x MMEILCIALOk1RRALUABILRYQ.�,,D,,,d„ - OLMMS MADE ❑_ OCCUR Lwoor]i6 10/05J7007 10/05/2008 S 1 OOb,QpO i 50,000 enon s . Exclude 1, QoO,000 GEN'L AGGREMTE uwrAPRAs PEFt PRO M O S 3,000,000 p 11000,000 AUTOHOINLP LUUM AY AwAum ALL OWNED AflDE 6040DWS'OAVIOS MRED AVt09 NONCWNEDAUTOB i pt�INE4 91HC4.E ldNff {Fa mrldCntl. S sonLYINAM (P-Pawm) S swLY INJURY (P,rAaadeny S PROPEFITYMAAGE (Pllragalaenq a GARAGE UARILITY AHYAM - Gp�1i S OTHERW" AUTO ONLY: S A E=E8=AWROLLALIA3ILrry - ocem D o_mms MADC venuangLu x o LTra217494 20/05/2007 20/05/2008 ACOREGATS s 7 00Q 05 4 7,•000, 000 8 WOBCER&O"PMOAT10HANb �IPi.OYeRa' L,4\BILRY ANY.PROFfdM0MPJ 1NEWD=UTNE aPPCE1U1awmsmmwLvom W . tlelOAbA uN!!, �- R-6686?A'! 8/1/2007 B/i/2008 x wTu. OTH E L rArHAC=gg 1,000,000 L s 1,000r 000 - CLdSEA L S 1.000 O00 g OTM praf4mmLsaai Liability ysC001;218 3.0/05/2007 10/05/200$ ¢3•ebo,aoa Aggrega>ae R1,000,000 Per Clal DNOUPMNCWUPMAMONBO-W►rloN tW$MSAVMOYAMDR,aERTMMCiALPRQ%WDNs . CaxtificaV-p b*lftr iC additioula iaear" per the atCeahad CAdOCBaawiat #:L with reapecta t4 ombTilauce sezviaes. . 3ruedu0Ci.vrrnoa.aa.vle City at' Vex=n 2=;ux Kari-nII 1aALiedo 4305 SrJnta 7m Ave. Voxxi=, CA 90058 ACORD 25 (21 SRO= ANY OF THE ABOVE GESCROW POL.LCJES ■E CARCCEIJ W ByBEEyFUyM�IM OWRAMON DATE 7WROW, THE ISWM RSURER WILL mfi�V1■AIL 30 DKVM WRMM Nb=s TC THE cemi rm mowot NAMED TO TH8 urn 99 CORPORATION 1988 LANDMARKk 1CAN INSURANCE COMPANY This Endorsement Changes The Policy. Please Read If Carefully. ADDITIONAL INSURED BLANKET 'This endorsement modifies insurance provided under the follovring: COMMERCIAL GENERAL LIABILITY COVERAGE FORM - CLAIMS MADE - RSG 51030 0306 Named of Person or Organization: Any pennon or organization to whom or to which you are obligated by virtue of a written contract or by the Issuance or existence of a permit, to provide Insurance such as Is afforded by this policy. (if no entry appears above, information required to complete this endorsement will be shown In the Declarations as applicable to this endorsement.) SECTION 11— WHO IS AN INSURED Is amended to include as an Insured the person or organization shown in the SCHEDULE, but only with respect to liability arising our of'your work" for that insured by or for you. All other terms and conditions of this policy remain unchanged. Forms pen of Policy Number 1-1-IC81)8318 Issued to BOWERS COMPANIES INC by Landmark American Insurance Company Endorsement No.: 01 MANUSCRIPT INDEPENDENT CONTRACTOR AGREEMENT (Ambulance Services) THIS AGREEMENT is made this 1 st day of October 2007, by and between the CITY OF VERNON, (hereinafter referred to as the "CITY"), and Bowers Companies, Inc. d/b/a Bowers Ambulance Services, (hereinafter referred to as "CONTRACTOR"). RECITALS WHEREAS, CITY desires to obtain an exclusive primary CONTRACTOR of ambulance transport services, including Emergency Ground Ambulance Service ("EAS") to obtain an exclusive primary CONTRACTOR of Basic Life Support ('BLS") and Advanced Life Support ("ALS") ambulance transport services. WHEREAS, CITY desires to retain the services of CONTRACTOR to provide Emergency Ground Ambulance Service ("EAS"), and WHEREAS, CONTRACTOR is qualified by virtue of experience, training, education and expertise to accomplish such services. NOW; THEREFORE, CITY and CONTRACTOR mutually agree as follows: Section 1. CONTRACTOR OBLIGATIONS Section 1.1 Scope of Work. CONTRACTOR shall perform BLS and ALS emergency ambulance transportation and other related services as set forth herein below in accordance with and as required by all applicable laws and by the terms and conditions of this agreement. The terms BLS and ALS as utilized throughout this Agreement shall be defined in the California Health and Safety Code and applicable provisions of the California Code of Regulations, as amended. The scope of work to be performed by CONTRACTOR shall consist of those specifications and tasks set forth in Exhibit "A", attached and incorporated herein by reference. CONTRACTOR warrants that all of its services shall be performed in a competent, professional and satisfactory manner and in accordance with the prevalent standard of its professionalism. Section 1.2 Paramedic Services. CONTRACTOR shall provide ambulance service using CITY's paramedic vehicle or CONTRACTOR's ALS ambulance to all places within the CITY's boundaries. CONTRACTOR shall respond promptly on all paramedic calls received by the dispatcher. (a) CITY's paramedic vehicle will be committed to CITY paramedic responses. (b) CONTRACTOR shall have available a backup paramedic ambulance within a fifteen (15) minute response time for any call within CITY'S boundaries. If a backup paramedic ambulance is unavailable, CONTRACTOR will respond with a BLS level ambulance on any subsequent backup call. (c) At such times when all CONTRACTOR ambulances are unavailable, CONTRACTOR agrees to arrange for additional backup from other ambulance companies, including the use of mutual aid agreements. However, it is expressly understood that CONTRACTOR shall have available a backup unit in accordance with paragraph (b) above and CONTRACTOR must provide evidence of good and sufficient cause if said service is unavailable. Failure to demonstrate proper cause shall be sufficient ground at CITY'S option for immediate termination of this Agreement. (d) CONTRACTOR shall,furnish a proper paramedic ambulance in the event CITY'S paramedic vehicle is temporarily out of commission for any reason. (e) The CITY's paramedic vehicle and each paramedic ambulance shall be staffed with a driver and an attendant, both of whom shall wear uniformsidentifying such persons as employees of CONTRACTOR. Both driver and attendant shall be trained in accordance with state and local regulations and shall be certified by the County of Los Angeles as paramedics. Both shall hold a current valid ambulance driver's certificate issued by the State of California. Section 1.3 Contractor's Specialized Equipment. CONTRACTOR shall equip CITY.'S paramedic vehicle and each of its backup paramedic ambulances with specialized equipment not otherwise provided by the city and approved by the Department of Health Services, County of Los Angeles. This equipment shall be similar to supplies typically found on ALS and paramedic units, as required by the California Highway Patrol, the Department of Health Services, County of Los Angeles, and other applicable regulatory bodies. Section 1.4 Standby Response to Incidents. CONTRACTOR shall respond on all Fire Department first alarms in the CITY and on request to all Police Department incidents in the CITY. CONTRACTOR, at the request of the CITY, will respond on similar alarms and incidents outside the CITY involving CITY Fire or Police Department officers. (a) CONTRACTOR shall provide paramedic standby at all such major events or incidents. (b) CITY shall provide necessary manpower needed to assist in cases of extrication, heart attack, crowd control, and disasters as deemed necessary by CITY'S Fire Chief. Section 1.5 Telephone Line. CONTRACTOR shall maintain a direct telephone line from its office to the Fire Department dispatcher in order to provide an efficient and prompt response. 2 Section 1.6 Reports. CONTRACTOR agrees to be responsible for the filing, accumulation, assimilation and preparation of all required reports arising from use of CITY'S paramedic vehicle, and duplicate copies of such reports will be filed with CITY'S Finance Director. Section 1.7 Continuing Education. CONTRACTOR agrees to maintain or make provision for a continuing education program for all employed paramedics as required by the Department of Health Services, County of Los Angeles. CONTRACTOR shall give training to CITY'S firefighters in assisting paramedic operations, including drills, as deemed necessary by the Fire Chief. Section 1.8 Rate Waiver for Resident and Employees of City. CONTRACTOR shall provide ambulance services to CITY residents, to their immediate family members residing with them, and to CITY employees located in the CITY at no charge to CITY, to CITY'S self -insured health plan, to the resident, to their immediate family members, or to such CITY employees. Nothing in this section shall prohibit CONTRACTOR from billing any other insurance carrier providing coverage, and nothing in this Agreement shall constitute a waiver of such additional coverage. Section 2. CITY OBLIGATIONS. Section 2.1 Lease of Premises. CITY shall permit CONTRACTOR to lease and occupy, subject to this Agreement, space and facilities within Fire Station Nos. 1, 2, 3 or 4 for housing, as designated by CITY's Fire Chief. CONTRACTOR shall compensate CITY for the right to occupy space within Station Nos. 1, 2, 3 or 4 as designated by the CITY's Fire Chief, at a nominal rental of $1.00 per month, payable in advance on or before the 1 Wh day of each month. CONTRACTOR personnel shall keep said premises clean and orderly at all times. Section 2.2 Lease of Vehicle. CITY shall permit CONTRACTOR to lease and use CITY's paramedic vehicle subject to the following terms and conditions: (a) The vehicle shall be used within and dedicated to service within CITY, except as otherwise authorized; (b) CITY shall perform or be responsible for the expense of all necessary heavy maintenance and shall supply all necessary gas, oil and supplies for the paramedic vehicle; (c) CONTRACTOR personnel will be responsible for the condition of the vehicle, and for proper fueling and servicing of the vehicle, when necessary. Further, CONTRACTOR shall be responsible for all damage to the vehicle caused by such personnel's negligent maintenance or operation; and CONTRACTOR shall compensate CITY for the lease and use of the vehicle at a nominal rate of $1.00 per month payable in advance on the 101h day of each month. Section 2.3 CITY's Paramedic Equipment Supplies and Inventory. CITY shall provide the paramedic equipment, supplies and inventory as required by the California Highway Patrol, the Department of Health Services, County of Los Angeles, and other applicable regulatory bodies. Section 2.4 Payment to CONTRACTOR. For the Ambulance Services described in this Agreement, CITY agrees to pay CONTRACTOR a monthly service fee by the 10`h day of the month following submission of an invoice in the amount of Eighteen Thousand Two Hundred Fifty Dollars ($18,250.00). CONTRACTOR is responsible'for billing and collecting from either patients or third - party payers for providing ambulance transportation services in the CITY. CONTRACTOR is entitled to all reimbursements obtained from patients or third -party payers. Section 2.5 CITY'S Dis atp cher. CITY shall utilize its dispatcher for gathering necessary medical and location information and will promptly dispatch CITY's paramedic vehicle and, if needed, CONTRACTOR's ALS paramedic ambulance to the scene of medical emergencies, when the need for such services is determined. CONTRACTOR shall, in each instance of an authorized call, transportthe injured party to the nearest available appropriate hospital or emergency medical facility approved under the Los Angeles County Emergency Aid Program; provided that nothing herein shall preclude the patient from specifying a different hospital or other destination. Section 3. TERM AND TERM RENEWAL This initial term of this Agreement shall be one year, commencing on October 1, 2007 and ending on August 31, 2008. Thereafter, this Agreement shall renew automatically for subsequent one-year terms unless terminated by either party with at least sixty (60) days notice before the renewal date, with or without cause. Subsequent one-year renewal terms will be at the same rate set out in Section 3, plus a percentage increase equal to the Consumer Price Index (CPI) for the prior 12 months before the date of renewal. Either party may terminate the agreement without cause by giving one -hundred twenty days (120) written notice. Section 4. IMPLEMENTATION The following matters shall be implemented by CITY and by the CONTRACTOR: 1. CONTRACTOR shall furnish the Fire Chief with a list of all certified paramedics to be employed by CONTRACTOR in the CITY. This list shall be kept current at all times. Fire Chief must approve all paramedic personnel assigned to the CITY. 2. CONTRACTOR shall furnish the Fire Chief with a duty roster, indicating the personnel assigned to the CITY'S paramedic vehicle (Rescue Vehicle No. 141). The Fire Chief or his authorized representative, shall have the authority to verify the duty roster. 4 3. CONTRACTOR personnel shall comply with the Fire Department work schedule consisting of three twenty-four (24) hour shifts, designated "A" Shift, "B" Shift and "C" Shift. 4. CONTRACTOR shall supply a roster of personnel to work on each shift. Shifts are from 0700 hours to 0700 hours the next day. 5. The Fire Department Officer or Acting Officer in charge of a Station shall be in charge of paramedics. Whenever CONTRACTOR personnel are dispatched to emergency incidents where Fire Department units are working, the personnel shall come under the command of the Fire Officer in charge of the incident. It is understood that such command does not extend to medical treatment of patient(s). 6. CONTRACTOR personnel shall be stationed at Fire Station Nos. 1, 2, 3 or 4 as designated by the Fire Chief. 7. The Fire Department will furnish beds, clothing Lockers, and a medical supply locker. 8. CONTRACTOR personnel shall be responsible for their own food preparation. A refrigerator and cooking facilities are available at the Fire Station. 9. CONTRACTOR personnel will participate in normal Fire Station care and cleaning which is not related to fire conditions. Exclusion of these duties shall be at the discretion of the Fire Department Officer or Acting Officer in charge. 10. CONTRACTOR personnel are responsible for the daily care and maintenance (not mechanical) of the rescue unit. Section 5. PARTIES' RELATIONSHIP The relationship under this Agreement, between CONTRACTOR and CITY'S Fire Department shall be that of guest and host, respectively. CONTRACTOR personnel shall be subordinate to the Fire Station Commander on alf matters relating to the station maintenance, internal security, training and drills. It is agreed that CONTRACTOR shall act and be an independent contractor and not an agent or. employee of CITY, and shall obtain no rights to any benefits which accrue to CITY's employees. Section 6. LIMITATION UPON SUBCONTRACTING AND ASSIGMENTS The experience, knowledge, capability and reputation of CONTRACTOR, its principals and employees were a substantial inducement for CITY to enter into this Agreement. CONTRACTOR shall not contract with any other entity to perform the services required without written approval of CITY, except for back-up or mutual aid agreements. This Agreement may not be assigned, voluntarily or by operation of the law, without the prior written approval of CITY. If CONTRACTOR is permitted to 5 subcontract any part of the Agreement by CITY, CONTRACTOR shall be responsible to CITY for acts and omissions of its subcontractors as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and CITY. All persons engaged in the work will be considered employees of CONTRACTOR. CITY will deal directly with and will make_ all payments to CONTRACTOR. Section 7. CHANGES IN SCOPE OF WORK In the event of a change in the Scope of Work provided for in the contract documents'as requested by CITY; the Parties hereto shall execute an addendum to this Agreement setting forth with particularity all terms of the new Agreement, including but not limited to any additional CONTRACTOR's fees. Section 8. FAMILIARITY WITH WORK By executing this Agreement, CONTRACTOR warrants that: (1) it has investigated the work to be performed and City territory to be served; and (2) it understands the facilities, difficulties and restrictions of the work under this Agreement. Section 9. TIME OF ESSENCE Time is of the essence in the performance of this Agreement. Section 10. COMPLIANCE WITH LAWS CONTRACTOR shall comply with all applicable laws, ordinance, codes and regulations of federal, state and local government, including, but not limited to, the Health Insurance Portability and Accountability Act ("HIPAA"). Section 11. CONFLICTS OF INTEREST CONTRACTOR covenants that it presently has no interest, direct or indirect, which,would conflict in any manner or degree with the performance of the services contemplated by this Agreement. No person having interest shall be employed by or associated with CONTRACTOR. Section 12. INDEMNITY CONTRACTOR agrees to protect, defend and hold harmless CITY, its elected and appointed officials and employees from any and all claims, abilities, expenses or damages of any nature, including attorneys' fees, for injury or death of any person or damage to property or interference with use of property and for errors and omissions committed by CONTRACTOR arising out of or in connection with the work, operation or activities of CONTRACTOR in carrying out its obligations under this Agreement. CONTRACTOR does not agree to indemnify the CITY for the CITY' S own active or passive negligence. R Section 13. INSURANCE CONTRACTOR shall furnish and maintain the policies of insurance and proof of insurance according to the Certificate of Liability Insurance attached as' Exhibit B, subject to approval of the risk management department. Section 14. DISPUTES BETWEEN CONTRACTOR AND CITY Either party hereto may give the other party written notice of any dispute with respect to this Agreement. Such notice shall specify a date and location for a meeting of the parties hereto, at which such parties shall attempt to resolve such dispute. CITY's Fire Chief shall cause a record to be kept of the proceedings conducted and information presented during such meeting. In the event that such dispute cannot be resolved by the parties within thirty (30) days, the dispute may be referred by either party to the City Administrator. The decision of the City Administrator shall be final. Section 15. TERMINATION This Agreement may be terminated for cause based upon a material breach of contract. The party proposing termination based upon breach shall serve a written notice allowing the breaching party at least 30 days to cure the breach. If the breach is not cured on the part of the CONTRACTOR, the City administrator of the CITY, or his/her designee, may terminate the agreement, unless the breaching party is diligently pursuing the cure and the cure cannot be rectified within thirty -day period set forth above. His decision shall be, final and binding on behalf of CITY. Notwithstanding the above, CITY shall have the right to unilaterally terminate this Agreement on five (5) days written notice if CONTRACTOR is in violation of any regulation or ordinance that renders them unable to operate in the State of California. Section 16. NOTICES All notices shall be personally delivered or mailed to the below listed address, or to such other addresses as may be designated by written notice. These addresses shall be used for delivery or service of process: To City: Fire Chief City of Vernon 4305 S. Santa Fe Avenue Vernon, California 90058 To Contractor: Paul Scarborough Bowers Ambulance Service 3355 E. Spring Street, Suite 301 Long Beach, CA 90806-2466 7 Section 17. ATTORNEY'S FEES If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement; the prevailing party shall be entitled to reasonable attorneys' fees, costs and necessary disbursements in addition to any other relief to which he/she may be entitled. Section 18. JUDICIAL RESOLUTION. OF BREACH OF CONTRACT In the event of termination of this agreement, the parties may resort to filing a legal action in a court of competent jurisdiction, but only after having attempted a non - judicial resolution through A) a meet and confer process, or 8) non -binding mediation. Any statute of limitations or time requirements set out under the Government Tort Liability Act are tolled during the meet and confer process or non -binding mediation. This Agreement shall be governed by the laws. of the State of California. The parties agree that any and all disputes arising out of or in relation to this Agreement, including without limitation any action in tort, shall be resolved exclusively, finally and conclusively under the auspices of an pursuant to the rules of the Judicial Arbitration and Mediation Services; Inc. (JAMS). All decisions of the arbitrator shall be in writing, and the arbitrator shall provide a written, reasoned decision. The arbitration decision shall be final and binding on the parties. Notwithstanding the foregoing, the parties shall be permitted to access the court system to enforce any arbitration award or to obtain injunctive relief.. The exclusive jurisdiction and venue for any such action shall be the Superior Court of California, Los Angeles County. Any and all contracts between CONTRACTOR and any subcontractor shall include the same arbitration clause. Section 19. ENTIRE AGREEMENT This Agreement constitutes the entire understanding and agreement between the parties, and supersedes all previous negotiations between them pertaining to the subject matter thereof. IN WITNESS WHEREOF, the parties hereexecuted this Agreement. ayor Leonis Mafb*g Br' •'Cates, President Mayor Date a Q For Bowers Ambulance Services Date l i 1 167, Ray Isiander, COO 1 $ h Bowers Ambulance Services Clerk 8 Date ,+tip ; _ AP 'ROVED TO FORM: T. lard Y6 � . c Chief Deputy ' ' Attorney Date r d r / , 0 r. EXHIBIT A Exhibit "A" Scope of Work 1. Rules and Regulations 1.1 CONTRACTOR shall adhere to the rules and regulations pertaining to emergency ground ambulance services as adopted by CITY. 2. Services 2.1 CONTRACTOR shall possess, maintain, and provide such equipment, facilities and supplies, and shall hire, train and provide such personnel as are necessary to respond on a 24-hour basis to requests by the Emergency Dispatch Center for Emergency Medical Transportation Services as set forth in this Agreement. 2.2 CONTRACTOR shall adhere to response time standards as agreed upon between CITY and CONTRACTOR. 2.3 Personnel performing duties under the terms and conditions of the Agreement, shall meet the requirements of ordinances of CITY and shall be subject to the following: A. The ambulance service CONTRACTOR shall insure compliance by all employees to all applicable provisions of: 1) The California Health and Safety Code 2) The California Vehicle Code 3) The County of Los Angeles Emergency Medical Service policies and procedures 4) All other applicable federal; state; and local laws; regulations; and statutes B. All response personnel shall have in their possession, at all times when on duty, applicable licenses, certifications or permits required for their specific job function as outlined in the requirements of the agencies and codes listed above. C. The ambulance service, CONTRACTOR shall maintain a list of all personnel names and copies of their applicable licenses and certificates. D. The Fire Chief or his designee may, at any time, request to inspect the licenses, certifications, or permits of the response personnel for verifying validity and compliance with applicable provisions of the agencies and codes as outlined above. E. CONTRACTOR shall be responsible to ensure that all personnel working in Vernon conform to company and CITY uniform and grooming standards, and present him or herself in a positive and professional manner. 10 F. CONTRACTOR shall be responsible to ensure that none of their personnel are in possession of or under the influence of any alcohol, drugs, medications, or any other chemical substance, the use of which may impair performance. G. CONTRACTOR shall have in place a chemical dependency awareness program and a critical incident plan to deal with personnel demonstrating signs and/or symptoms of chemical dependency, emotional instability, or physical injury. H. The Fire Chief may request of the CONTRACTOR to participate in joint training exercises to improve the capability and coordination of both agencies' response to a given emergency or disaster. Such training will be scheduled and coordinated by the Training officers of the fire department and the CONTRACTOR agency. I. CONTRACTOR shall make available to the Fire Chief or his designee, upon request, the training records of all personnel responding to emergencies within the CITY. J. The Fire Chief may request, and the CONTRACTOR will comply, that certain personnel not be assigned with units responding into the CITY. The CONTRACTOR will take all appropriate actions to deal with personnel based on documented complaints received from the Fire Department. 3. Licenses and Law CONTRACTOR shall, throughout the term of this Agreement, maintain all necessary licenses; permits; approvals; waivers; and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the County of Los Angeles, and all other governmental agencies. CONTRACTOR shall notify CITY immediately and in writing of its inability to obtain or maintain such permits; licenses; approvals; waivers; and exemptions. The refusal of any such application, irrespective of appeal, shall require written notification of CITY. 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 October 16, 2007 Paul Scarborough Bowers Ambulance Service 3355 E. Spring Street, Suite 301 Long Beach, CA 90806-2466 Re: Ambulance Services Agreement Dear Mr. Scarborough: The insurance requirements have been met. Transmitted herewith is a fully executed agreement, as referenced above, approved by City Council on October 2, 2007, through Resolution No. 9434. if you have any questions regarding this matter, please call Mr. Mark Whitworth at 323/583-8811 ext. 280. (Very truly yours, 6W gellyAGion City Clerk NG:dr c: Dolores Jaunzemis Mark Whitworth Willard Yamaguchi Resolution No. 9434 Agreement File No. 07-105 EXclusively Industriaf RISK MANAGEMENT OFFICE INTER -DEPARTMENT MEMORANDUM DATE: September 3, 2008 TO: Nelly Giron City Clerk FROM: Willard G. Yamaguchi Risk Manager RE: Pacific Ambulance Inc. / Bowers Companies, Inc. Please be advised that the above referenced has provided acceptable insurance coverage. Attached for your retention are insurance certificates and related policies, declarations and/or endorsements for the above -referenced insured that were issued by: • Everest National Insurance (Automobile Liability) • National union fire Ins. Co. (Workers' Compensation) • Scottsdale Insurance Co. (Excess Automobile Liability) This concerns renewal of insurance coverage for ambulance transport services. WY/ab Cc: Debby Nickens Page 1 of 4 Enomoto, Kristen From: Whitworth, Mark Sent: Wednesday, October 01, 2008 4:19 PM To: Lehr, Judy Cc: _ Enomoto, Kristen Subject: BOWERS AMBULANCE SERVICE - MONTHLY PURCHASE ORDER Judy and Kristen This is the best explanation as to how we came to 9%. 1 was not pleased with the "cart before the horse" information that the City was being adjusted by 14%, prior to Bower's meeting with myself and BC Wilson. After having Battalion Chief Wilson(EMS Coordinator for Vernon Fire) contact Bower's and expressing my discontent with process and lack thereof, Paul suggested amiddle ground of something a little less. He cited the transportation index and we rebutted with our supplying fuel to the first -due rescue unit. He countered with their agreement to run a BLS unit to every incident, whether used or not during the call. Mr. Scarborough did cite that he signed -on using the existing charges that were a decade without change from AMR. The passage below captures the reasoning. The annual All Item CPI to July 2008 for L.A., Orange and Riverside County was 5.7%. Medical CPI was 3.5% and Transportation CPI was 14.6%. Since we are in the Transportation industry and have been impacted with increase fuel expenses, we went with the Transportation Index (which is the higher amount). Although you provide the primary vehicle and fuel, we do provide the back up resources and associated expenses. Understanding that the Transportation CPI increase was not very appealing for the City of Vernon, we look forward to talking about other options (one such option would be to blend the Medical CPI and Transportation CPI which would be 9.85% or $1,800.00 per month). Questions? Call me. Mark From: Paul Scarborough[mailto:pscarborough@bowersambulance.com] Sent: Friday, August 29, 2008 10:57 PM To: Wilson, Mike BC; Whitworth, Mark Subject: FW: BOWERS AMBULANCE SERVICE - MONTHLY PURCHASE ORDER Dear Chief Whitworth and Chief Wilson: Sorry for any confusion that may have occurred as it relates to our CPI rate increase and contract continuance. On Wednesday, August 27th, I received a message to call the Debby Nickens with the City of Vernon asking if we wanted to renew our agreement. In my telephone conversation with her on that same day, she indicated that we needed to provide the City with our new monthly rate so a new purchase order could be issued. I explained to her that we would continue to offer the same pricing for the month of September and then we (City, yourselves and anyone else in this decision making process) could figure out what the pricing would be after September. Debby indicated that this needed to get done right away and before September 1st (which is Labor Day so in essence by August 29th) so she could forward this through. I asked her to send me an email with what she wanted (see below). The annual All Item CPI to July 2008 for L.A., Orange and Riverside County was 5.7%. Medical CPI was 3.5% and Transportation CPI was 14.6%. Since we are in the Transportation industry and have been impacted with increase fuel expenses, we went with the Transportation Index (which is the higher amount). Although you provide the primary vehicle and fuel, we do provide the back up resources and associated expenses. Understanding that the Transportation 'CPI increase was not very appealing for the City of Vernon, we look forward to talking about other options (one such option would be to blend the Medical CPI and 10/1/2008 Page 2 of 4 Transportation CPI which would be 9.85% or $1,800.00 per month). Bowers enjoys our partnership with the City of Vernon and the Vernon Fire Department. I recently proposed offering a Monday through Friday, Vernon Fire dispatched (R142) ambulance dedicated to the City of Vernon in a second Vernon Fire Department ambulance but at no additional monthly cost to the City. We are truly looking at ways to enhance our partnership. feel free to contact me should you have any questions. We do look forward to meeting soon. Paul Scarborough Vice President Pacific Ambulance Bowers Ambulance Pacific Business: 949-470-2355 Bowers Business: 562-988-6460 www.pacificambulance.com www.bowersambulance.com From: Nickens, Debby [mailto:DNickens@ci.vernon.ca.us] Sent: Thursday, August 28, 2008 5:24 PM To: pauls@bowersambulance.com Cc: Whitworth, Mark Subject: RE: BOWERS AMBULANCE SERVICE MONTHLY PURCHASE ORDER I have reviewed the agreement. AS a result of the increase, we will need to advise the Finance committee and the City Council of the increase for approval. Should I require anything more, I will advise you Paul. Thank you and have a nice weekend. Debby From: Paul Scarborough [mailto:pscarborough@bowersambulance.com] Sent: Thursday, August 28, 2008 11:17 AM To: Nickens, Debby Cc: randys@bowersambulance.com Subject: RE: BOWERS AMBULANCE SERVICE - MONTHLY PURCHASE ORDER was having email difficulties and made a slight modification. If you received an email prior to this one, please discard. As permitted in Section 3. - TERM AND TERM RENEWAL of the Independent Contractor Agreement between the City of Vernon and Bowers Companies, Inc., we are subject to a percentage increase equal to the Consumer Price Index (CPI) for the prior 12 months before the date of renewal. The Bureau of Labor Statistics web site (www.bls.gov/ro9/cpilosa.htm) indicates the Transportation CPI was 14.6% for Los Angeles County, Orange County and Riverside County.. As such, the new monthly payment to Bowers will be $20,914.50. 10/1/2008 Page 3 of 4 Thank you. Feel free to contact me if you have any questions. Paul Scarborough Vice President Pacific Ambulance Bowers Ambulance Pacific Business: 949-470-2355 Bowers Business: 562-988-6460 www.pacificambulance.com www.bowersambulance.com From: Nickens, Debby[mailto:DNickens@ci.vernon.ca.us] Sent: Wednesday, August 27, 2008 11:17 AM To: pauls@bowersambulance.com Cc: Lehr, Judy Subject: BOWERS AMBULANCE SERVICE MONTHLY PURCHASE ORDER Paul; The current monthly purchase order with your company will expire August3l st. The Fire Department has submitted a requisition, to renew the monthly ambulance services as of September 1 St In reviewing theagreementapproved last October, 2007 the monthly purchase is set to -automatically renew. The initial fee negotiated was $18, 250.00/month with future fees at the same rate ` plus a ` percentage increase equal to the Consumer Price Index for the prior 12 months before the date of renewal ". Based on this clause within the agreement Paul, can you please provide me with the new monthly rate for the period September, 2008 thru June 30, 2009. After the current fiscal year services end, the department will renew the services for the following fiscal year, as of July 1, 2009 thru June 30, 2010. Thank you Paul, and advise if you require anything further. 10/1/2008