MEDICAL TRANSPORTATION SERVICES AGREEMENT BETWEEN KMA
EMERGENCY SERVICES Inc. DBA WESTMED AMBULANCE AND THE COUNTY OF
SANTA CLARA

THIS AGREEMENT, effective the ?rst day of, November 1, 2012 is entered into by and
between the County of Santa Clare, a political subdivision of the State of Caiifornia (?County?) 
and KMA Emergency Services Inc, dba Wesnned Ambulance a California Corporation
licensed to provide speci?ed services noted in this Agreement (hereinafter referred to as


RECITALS

WHEREAS, COUNTY wishes to contract with CONTRACTOR (collectively, the
?Parties") to provide transportation services in various program areas, which include, but are not
limited to, Santa Clara Valley Medical Center Services and Department
of Mental Health, Custodyr Facilities, and the Social Services Agency;

WHEREAS, CONTRACTOR has proposed to provide coordinated non-emergency
medical transport services including advanced life support, basic life support, critical care
transport, and wheelchair transport;

WHEREAS, CONTRACTOR and COUNTY desire to enter into this Agreement in order
to facilitate the provision of cost effective, non-emergency medical transportation services to
patients, including patients for whom COUNTY is reaponsible for payment of services;

NOW, THEREFORE, in consideration of the premises set forth above and the terms,
covenants, and conditions hereinafter set forth, the Parties mutually agree as follows:

SECTION 1 - DEFINITIONS
The following de?nitions shall have the meanings set forth herein:

ADVANCED LIFE SUPPORT SERVICES (ALS): shall mean special Services designed
to provide de?nitive pro-hospital emergency medical care, including, but not limited to,
cardiopulmonary resuscitation, cardiac monitoring, cardiac de?brillation, advanced
aimay management, intravenous therapy, administration of speci?c drugs and other
medicinal preparations, and other speci?c techniques and procedures administered by
authorized personnel under the direct supervision of a base hospital as part of a local
emergency medical services (EMS) systeln at the scone of an emergency, during
tranSport to an acute care hospital, during inter-facility transfer, and while in the
emergency department of an acute care hospital until responsibility is assumed by the
other medical staff of the hospital.

Page 1 of38

 



1.2

1.3

1.4

1.5

1.6

1.7

BASIC LLFE SUPPORT SERVICES (BLS): shall mean emergency ?rst aid and
cardiopulmonary resuscitation procedures, which, as a minimum, include reco gnizing
respiratory, and cardiac arrest and starting the proper application of cardiopulmonary
resuscitation to maintain life without invasive techniques until the victim may be
transported or until advanced life support is available. It shall mean the use of an EMT
staffed ambulance for the transport of stable patients to another facility for treatment
based on CMS guidelines and California Title 22 regulations.

CRITICAL CARE TRANSPORT SERVICES (OCT): shall mean the transport of a
critical care patient between medical facilities where it has been determined by the
patient?s treating physician that such transport requires medical supervision by two
attendants, one of whom must be either a registered nurse (RN) or a medical doctor.
Such RN must have at least two years of critical care experience.

COVERED SERVICES: shall mean those health care transportation services and
supplies including Advanced Life Support, Basic Life Support, Critical Care Transports,
and wheelchair transport services as described and set forth in Section 2 and the
Statement of Work, Exhibit A of this Agreement.

COUNTY AUTHORIZED USER: shall mean initiators of non-?emergency transportation
requests in the following departments, subject to addition by the County as additional
departments are identi?ed:

I sta?? (Neonatal Intensive Care Unit (NICO), Pediatric Intensive Care
Unit (PICU), Emergency Department, Emergency Services (BPS),
Barbara Arons Pavilion (BAP) and other departments. 

Clinic Staff

Custody Health Services Staff

Office of the Sheriff (Department of Correction) Staff

Mental Health Department Staff (Stand?alone and FQHC County-operated
Clinics)

- East?eld Ming Quong Mobile Crisis Unit Staff

II Social Services Agency (Of?ce of Public Administrator/Guardian)

I Emergency Medical Services (EMS) Agency Staff

shall mean Santa Clara Valley Medical Center. including but not limited to the
Emergency Department, Ambulatory and Specialty Clinics, and other
hospital units.

DIRECT FWANCIAL RESPONSIBILITY PATIENT: shall mean an individual for
whom COUNTY has requested non-emergency transportation and for whom COUNTY
has ?nancial responsibility. CONTRACTOR and COUNTY udll have identified that the
patient is not covered by Medi-Cal, Medicare or other third-party payers.
CONTRACTOR shall bill COUNTY for the non-emergency transportation of these

Page 2 of38



1.8

1.9

1.10

1.11

1.12

1.13

1.14

1.16

patients. Identi?cation of patient coverage may take place at time of transport or after
transport has taken place and will require collaboration of both parties to this Agreement.

MENTAL HEALTH DIRECT FINANCIAL RESPONSIBILITY PATIENT: shall mean
individuals who have no Medi?Cal, Medicare or other third party payers responsible for
payment of those services, whom CONTRACTOR at the request of the Mental Health
Department County Authorized User (which includes EPS and BAP) has transported.

SOCIAL SERVICES DIRECT FWANCIAL RESPONSIBILITY CLIENT: shall mean
individuals under a conservatorship whom have no MedivCaI, Medicare or other third
party payers responsible for payment of those services, whom CONTRACTOR at the
request of the County SSAfPublic Adrninistratorquardian has tranSported.

CUSTODY PATIENT: shall mean individuals who have no other third party payer and
who are incarcerated in a correction facility mm by the County. Guards may accompany
patients during transports at the discretion of the Sheriff's Of?ce, Custody Bureau.

PATIENTS: shall mean inpatient and outpatients of Santa Clara Valley
Medical Center, Ambulatory and Speciality Clinics. 

EMERGENCY SERVICES: Emergency Services related to ground ambulance transport
services means an ambulance provider takes all steps necessary to respond immediately
to a 911 call or equivalent and provides these services required for alleviation of a
medical condition (including emergency labor and delivery) manifesting itself by a
perceived need for inunediate medical attention or an incident in which the potential for
such need for immediate medical attention is perceived by layperson, emergency medical

personnel or public safety personnel, and in which a delay in providing such services may

aggravate the medical or condition-or cause the loss of life.

WHEELCHAIR TRANSPORT: shall mean the transport of a disabled or wheelchair-

bound patient who does not require medical supervision, for medical appointments to and

from SCVI-IHS facilities or clinics. The vehicle must be equipped with an electronic lift.

TRANSPORTATION COORDINATOR: shall mean a Contractor employee who is
responsible for taking all COUNTY transport request calls, managing all calls received
and dispatching transport vehicles, as appropriate, during hours as agreed, Monday

through Friday.

GURNEY VAN TRANSPORTATION: shall mean transch service for patients who are

medically stable and capable of self?admhiistering oxygen, but must be transported lying
down or in supine position. A CPR and First Aid trained attendant is present.

ramsroars: shall mean transports which utilize a Type to ambulance
capable of safely securing pounds) on the gorney and gurney to ?oor

Page 3 of33

 

1.17

1.13

1.the ambulanee's patient comparonent. Contractor will send the appropriate number of
resources to safely transport the patient.

WELCHAR VAN TRANSPORTATION: shall mean transportation is for patients
who are medically stable, able to self?transfer, sit upright and self-administer oxygen.

WAIT TIME: shall mean Instances when CONTRACTOR has transported a
clientr?patient to a destination and CONTRACTOR is required by COUNTY to wait at the
destination for the client/patient to complete appointment.

STANDBY: shall mean CONTRACTOR is present and prepared to transport patient
and circumstances beyond control delay patient from being ready for
transport. In relation to stand-by charges, the charges will begin to be incurred after 30
minutes post arrival at the destination. Stand by'charges shall be seemed in thirty minute

increments.
SECTION 2 - SERVICES PROVIDED

CONTRACTOR agrees to provide Covered Services as needed to COUNTY patients
andfor as ordered by authorized personnel in accordance with the terms and conditions of

this Agreement as Speci?ed in Exhibit A.

CONTRACTOR shall provide a minimum of five dedicated ambulances to provide
Covered Services under this Agreement. The ambulances are more speci?cally described

in Exhibit C, Fleet and Equipment.

During a transition period CONTRACTOR will begin to provide Covered Services on a
schedule established by the Parties.

The County, in its sole discretion, can waive the Liquidated Damages in' section 4.6for
the period November 1, 2012 through March 31, 2013.

SECTION 3 - TERM AND TERMWATION

Term of Agreement. This Agreement shall be effective as of November 1, 2012 and shall
be in force and effect until June 30, 2015.

Option to Extend. The County shall have the right to extend the term of the Agreement
for two (2) additional one (1) year periods. The County may exercise its right to extend
the term of this Agreement by providing CONTRACTOR no less than sixty (60) days
prior written notice thereof. Upon extension of this Agreement, CONTRACTOR shall
provide the Services set forth in this Agreement in accordance with the terms in effect

immediately prior to the extended term.

Page 4 of 38

3.3

3.4

Termination without Cause. The County may terminate this Agreement at anytime
without cause, by giving at least sixty (60) calendar days prior written notice thereof to
CONTRACTOR. The CONTRACTOR may terminate this Agreement at any time
without cause, by giving at least one hundred and twenty (120) calendar days prior
written notice thereof to County.

Contractor Breach and Provisions for Early Termination. Conditions and circumstances
that constitute a breach of the contract include, but are not limited to, the following:

1.

LJ

ll].

11.

l2.

13.

14.

Failure of the Contractor to operate in a manner which enables the County and
the Contractor to remain in compliance with federal or state laws, rules or
regulations, and with the requirements of the Ambulance Ordinance Code andx?or
related rules and regulations.

Falsi?cation of information supplied by the Contractor under the contract.
Creating patient responses or transports so as to arti?cially in?ate run volumes.
Failure of the Contractor to provide data generated in the course of operations
including by way of example, but not by way of exclusion, dispatch data, patient
report data, response time data or financial data.

Excessive and unauthorized scaling down of operations to the detrinmnt of
performance during a ?lame duck? period. .

Failure of the Contractor to maintain equipment in accordance with manufacturer
recommended maintenance procedures.

Failure of the Contractor to cooperate with and assist the County after breach has
been declared or after notice of breach has been delivered to the contractor.
Acceptance by the Contractor or proposer's employees of any bribe, kickback or
consideration of any kind in exchange for any consideration whatsoever, when
such consideration or action on the part of the Contractor or proposer?s
employees could be reasonably construed as a violation of federal, stateor local
law.

Payment by the Contractor or any of the Contractor?s employees of any bribe,
kickback or consideration of any kind to any federal, state or local public of?cial
or consultant in exchange for any consideration whatsoever, when such
consideration could be reasonably be construed as a violation of any federal,
state or local law. .

Failure of the Contractor to meet the system standard of care as established by
the Emergency Medical Services Medical Director.

Failure of the Contractor to maintain appropriate insurance in accordance with
the contract.

Failure of the Contractor to meet response time requirements as set forth in the
contract. 

Failure to maintain a letter of credit or cash account meeting the terms and
amount speci?ed in the contract.

The unauthorized sale or transfer of the operating entity contracted to perform all
services under the contract, provided that the County will not unreasonably
withhold authorization if suf?cient evidence of ability and commitment of the

Page 5 of 38

3.5



acquirer or transferee, to meet the performance criteria is provided to convince
the County that the sale or transfer is in the public interest.

15. The unauthorized assignment of any assets, used in the performance of the
County contract to any third party.

16. The ?ling of a voluntary petition in bankruptcy; is adjudicated insolvent; obtains
an order for relief under Section 301 of the Bankruptcy Code (11 U.S.C. 301);
?les any petition or fails to contest any petition ?led against it seeking any
reorganization, arrangement, composition, readjustment, liquidation, dissolution
or similar relief for itself under any laws relating to bankruptcy, insolvency or
other relief for debtors; seeks or consents to or acquiesces in the appointment of
any bankruptcy trustee, receiver, master, custodian or liquidator of proposer, or
any of proposer?s property; makes an assignment for the bene?t of creditors; or
fails to pay proposer?s debts generally as they become due.

17. Failure to submit reports and information under the terms and conditions
outlined in this Agreement.

13. Any other failure of performance, clinical or other, required in accordance with
the contract and which is determined by the Contract Administrator and
con?rmed by the Board of Supervisors to constitute a breach or endangerment to
public health and safety.

19. Failure to timely establish or replenish the letter of credit or cash escrow.

REMEDIES FOR PERFORMANCE FAILURES

If conditions or circumstances constituting a breach as set forth above are determined to
exist, the County shall have all rights and remedies available at law or in equity under the
contract, speci?cally including the right to terminate the contract. The County shall
provide the Contractor with a Notice of Breach and, at the County's option, may elect to
terminate the contract or it may o??er the Contractor an opportunity to cure the breach. If
the County has so provided the Contractor with a Notice of Breach, and offered the
Contractor'the oppurtunity to cure ?re breach, the County, in its sole discretion, may
assess the Contractor aldefault charge in the amount of $250,000.

SECTION 4 - RESPONSE THVLES PENALTIES

Reapggse mm Pgrfonnance. In this performance-based agreement, Response Time

performance is the sole responsibility of CONTRACTOR. CONTRACTOR shall meet
the Response Times to as particularly described in this Agreement. Contractor is
expected to meet or exceed the Response Time Requirements of this agreement and is
solely responsible to use its expertiSe and methods to meet that requirement. Exceeding
expectations in one portion of the Contractor?s operation does not mitigate poor
performance in other areas of operation.

Compliance is achieved when ninety percent or more of responses in'each level of
service meet the Speci?ed Response Time requirements. On a basis

Page 6 of 38

4.2

CONTRACTOR shall provide a written report in a format approved by the County
documenting the cause of the late response and CONTRACTOR's efforts to eliminate
recurrence. The Contractor shall notify the EMS Agency of any transfers that occurred
where the use of RLS {Red Lights and Siren) were used. Such report shall include a
narrative description of the rationale for such a transfer.

Response Tm Measurement

The following method will be used throughout the contract to measure response ti mes.

4.2.1

4.2.2

Response Time Clock

For purposes of measuring response intervals, the official ?clock? will be the
system provided by Contractor denoting the time the call was received or
electronic request for transport was received. If Contractor shall fail to meet the
requisite Response Times or otherwise fail to timer comply with deadlines,
Contractor shall pay the corresponding liquidated damages for such non-
performance. All liquidated damages will be paid within 30 days of occurrence to
the identi?ed County representative.

Time Intervals for Response Raporting

Response intervals will be measured from the time the call is received by
Contractor?s call center until the contractor?s crewmernbers presents at the 
nursing station or other designated location (ie: patient's bedside). For responses
to the jail; the ambulance will be deemed to have arrived when it reaches the
?Sally Port" andfor secured entrance to the facility.

 

 

 

 

 

 

Non? ED
Arrival Time by Prescheduled 16 scheduled less N10 n'sc?wd?scd Nogghlegj?le?i
Level of Transport hours or greater than 16 hours 355 3.35 ours
. hours In (Out of Area)
in advance
advance
BLS Within 15 minutes w?lhm 50 will? 3?3 240 minutes
minutes minutes
CCT Nurse Sm?a? Within 60 minutes Wlihm 60 Wlihm 30 240 minutes
minutes minutes .
. . . . Within an Within so .
AIS (Paramedic) Within 60 minutes minutes mums Not applicable

 

 

 

 

 

 

Page 7 of38

 

..- 
I

 

 

 

Within 60 1lWithin 30

 

 

 

 

 

 

Gurney Van Within 60 minutes . . 240 minutes
minutes minutes
sesame Within 60 minutes will? 50 will? 3? 240 minutes 7
minutes minutes
For the purposes of this contract 
should he considered a BLS level of service.
(BLS) 30 minutes for urgent transports and 45
minutes for routine transports

 

 

Pro-scheduled more than 16 hours in advance: shall mean a call for n'ansportatiOn would be for a
pickup more than 16 hours in advance for a transport. The expectation is that the transport
would be onwscene no later than 15 minutes after the scheduled pickup time. (Example - request
for transport is made to CONTRACTOR on Monday at 9 am for a pickup Tuesday at 3 pin;
CONTRACTOR is espected to arrive on?scene no later than 3: 15 pm)

Non-Scheduled less than 16 hours in advance: shall mean a call for transportation for a pickup
within one hour to transport a patient. The requirement is the tranSport would he on?scene within

30-60 minutes depending on the nature and origin of the call.

Pre~Seheduled less than 16 hours in advance: shall mean a call for transportation would be for a
pickup less than 16 hours in advance that would not require a response within one hour of the
call. The expectation is that the tramport would he on-scene no later than 60 minutesa?er the
scheduled time. (Example request for transport is made to CONTRACTOR at 9 am requesting
a 3 pm transport; CONTRACTOR is expected to arrive on?scene no later than 4 pm)

Non-scheduled less than 16 hours (Out of Area): shall mean a call for transportation would be I
for a pickup within one hour to'transport a patient. The expectation is the transport would be on-
scene within 240 minutes of the call. 

4.3 ades Down dos and Cancellations and Reassi ent
Unusual System Overload (U SO)

Exemptions from damages may be granted in cases of Unusual System Overload (U SO)
as identi?ed in the following table: Unusual System Overload Exemptions.

  
       

County Emergency Medical Implementation of Level II or greater
Services Restriction of Ambulance Multiple Patient Management Plan
Use for lnterfacility and Non- Activation when the EMS Agency has
requested the assistance of all Santa
Page 8 of 38

 
   
  

     
 

4.4

4.5

 

Clara County Permitted Ambulance i
Service Contractor to serve in the Santa
Clara County 911 System.

Emergency Transport Services

 

The County must speci?cally waive
response time (or other applicable)
criteria. The presence of a proclamation
does not automatically exempt agreement
provisions.

During Times of Local
Proclamation of Disaster or

Emergency

 

Conn-actors' Ambulances are
called on to support the 91 i
system.

 

 

 

 

Table 4.1: Unusual System Overload Exemptions

Response Time Exceptions and Exemption Requests

The Contractor shall maintain mechanisms for reserve production capacity in the County
to increase production should temporary system overload persist.

Equipment failures, traf?c congestion, ambulance failures, and inability to staff units and
other causes will not be grounds for granting an exception to compliance with the
response time requirements.

If the Contractor believes that any response or group of reaponses should be enciuded
from the compliance calculations due to ?unusual factors beyond the contractor?s
reasonable Contractor may provide detailed docmn?entation and request that
these runs be excluded from response time calculations and associated damages. Any
such request must be made in writing.

Deviations iron; Esponse Time, Performance or Other Standards

The Contractor understands and agrees that failure to? comply with any time, performance
or other requirements in this agreement will result in damage to the County. Therefore,
the Contractor and County agree to the liquidated darnages speci?ed in this agreement. It
is expressly understood and agreed that the liquidated damages amounts are not to be
considered a penalty, but shall be deemed, taken and treated as reasonabie estimate of the
damages to the County. It is also expressly understood and agreed that County?s
remedies in the event of the Contractor?s breach or any noncompliance, are not limited to
contract liquidated damages provisions. Chronic failure to comply with the response
time requirements may constitute breach of contract.

Page 9 of33

4.6

LIQUIDATED DAMAGES

 

Per all Repense Time Liquidated Damages (Pm?Scheduled)

 

Category
of Service

16 is 29 minutes
beyend
scheduled time

30 minutes beyond scheduled
time -

 

CCT-Nurse
Staffed

 

ALS
(Paramedic)

 

 

BLS (EMT)

 

Gurney
Van

 

Wheelchair

 

 

 

 

 

 

 

Per Call Respense Time Liquidated Damages (Nen
Scheduleder-rive in One Hour)

 

Category
of Service

1-29 minutes
beyond 1 hour

30 minutes beyond scheduled time

 

OCT-Nurse
Sta?ed 

 

ALS
(Paramedic)

 

 

BLS (EMT)

 

 

Gurney Van 

 

 

 

 

Wheeleheji 

 

 

 

Page 10 0f38

 

M??thl?j? Response Time Performance Liquidated Damages*

 

 

 

 

 

 

 

 

 

 

 

 

Category of 90% 89% 88 87% 86% 85%
Service Standard
CCT-Nurse $0 - 
Staffed 
ALS so I I 
(Paramedic)
BLS (EMT) so a .
Gurney Van $0 - WW
Wheelchair $0 i
I

 

 

 

 

 

 

 

*Failure to meet reaponse time standards in any category of service for two consecutive months
or three times in one year is a material breach of contract.

If the ambulance fails to report ?on scene,? the time of the next with the
ambulance will be used as the ?on scene? time.

SECTION 5 - CONTRACT 

The Assistant Director of the Santa Clara Valley Health and Hospital System, or designee, shall
serve as the Contract Administrative Manager (CAM). The CAM shall have the authority to
interpret, enforce, and modify the agreement as authorized by the Santa Clara County Board of
Supervisors and applicable authorities. I 

The CAM shall manage the administrative, business, and ?nancial aspects of the Agreement.
The CAM has the authority to liquidated damages and issuenotice's of non-compliance, grant
waivers and exceptions; as authorized by the Contract Administrator or designee.

The CAM will be responsible for assuring the contractors operational compliance with the
agreement and may serve as the point of contact for operational issues related to the agreement.
The CAM will convene Departmental Meetings to review performance measure data, receive
feedback on performance and meet with. Contractor representative?).

Page 11 01?38

All agreement-related communications shall he directed to the Contract Administrative Manager
from the contractor. The Contractor may make appeals in accordance with the provisions
included in this agreement.

The Contractor shall identify a single Contract Liaison to the County to be the primary resoume
for the County. The Contract Liaison shall act as the primary resource for the County and will be
available Monday through Friday ?om the hours of WOO-HOD. The County shall retain the right
to request replacement of this Contract Liaison with, or without cause.

SECTION 6 - INSURANCE AND INDEMNIFICATION

6.1 CONTRACTOR shall comply with the cation and insurance requirements
attached as Exhibit D. 

SECTION 7 - AND COMPENSATION

7.1 Eli ibili Veri?ca "on and Authorization for Pa ent. If CONTRACTOR transPorts a

patient at the request of a County Authorized User, it shall make reasonable efforts to bill 

a third party payer responsible for payment of those services, including but not limited to
Medi-cal, Medicare, insurance or other third party, CONTRACTOR will take reasonable
efforts to verify each Patient?s identity by asking the Patient to produce his/her
identi?cation card and any insurance or third party payor information, as allowed by state
and federal law. -

7.2 County Direct Financial Responsibility Patients. If CONTRACTOR and
County determine that a Patient does not have a third party payer CONTRACTOR shall

contact COUNTY at address and phone number below to con?rm whether the patient is
eligible to be a DIRECT FINANCIAL RESPONSIBILITY Patient. The identi?cation of
patient coverage may take place at time of transport or after transport has taken place, as
allowed by state and federal law, and will require collaboration of both parties to this

Agreement.

The contact information for VHP is:
Valley Health Plan

Authorization Center

2480 North First Street

San Jose, California

(408) 8356820

3?3 11 Health Patien and Soc'al ices no cl' ts.
CONTRACTOR is authorized to submit invoices and claims for transportation of
Custody Patients Mental Health Patients (which includes EPS and BAP), and Social
Services Agency clients, without ?rst contacting for eligibility-veri? cation.

Page 12 of 38

7.4

7.5

7.6

Compensation for Services. County agrees to pay CONTRACTOR for Covered Services
provided to DIRECT FINANCIAL RESPONSIBILITY Patients under this Agreement at

the rates set forth in Exhibit B, Compensation. CONTRACTOR shall comply with the
requirements in Section 5 prior to billing County under this Agreement. Once
CONTRACTOR receives authorization for payment, County shall pay CONTRACTOR
for Covered Services provided within sixty (6 0) days of receipt of a complete and
accurate claim. County may deny claims for any Covered Services on the basis that the
claim was neither complete not accurate, and not submitted within one hundred and
eighty (130) days following the date of service.

Services Not Paid by County. For transportation services initiated by Count}7 for an
individual who is not a DIRECT FINANCIAL RESPONSIBILITY PATIENT,

CONTRACTOR agrees to bill the responsible party. CONTRACTOR may
bill its usual and customary rates to such patients directly.

Bi?ing. CONTRACTOR agrees to provide County and its related agencies with billings
on a basis. These billings shall be remitted to County no later than the ?fteenth
day of each month for the prior month. Provider shall submit an invoice that identifies
the agency billed, a unique invoice number, and a summary of the claims.
CONTRACTOR shall bill using a CMS 1500 billing form which includes patient name,
date of service, ICD 9 coding, origin and destination of tramports, the applicable
authorization numbers or booking numbers and itemized charges at contracted rates.
CONTRACTOR will work with COUNTY to comply with any future ?ling or billing
requirements.

Custody Health Services: Custody Patients transported at the request of an
authorized representative from Custody Health Services are payable under this

agreement.

Invoices and claims for Custody Patients shall be submitted to:



Custody Health Services
Attn: Franmarie Welin

180 W. Hedding Street
San Jose, California 951 10

7.6.2 and Af?liated Climbs: Any DIRECT FINANCIAL RESPONSIBILITY
Patient transported from a and Af?liated Clinics or otherwise at the
request of the County, and authorized by VHP for payment are payable under this

Agreement.

1?



Page 13 of38



7.7

7.6.3

7.6.4

Invoices for transportation from an Af?liated Facility are to be submitted to:

Valley Health Plan
Provider Relations
VMC APD Claims
2480 North First Street
San Jose. California
(403) 385-2221

ant and ryices: Any MENTAL HEALTH DIRECT FINANCIAL
RESPONSIBILITY patients (which includes EPS and BAP) transported at the
request of a Authorized User, are payable under this Agreement.

Invoices and claims for Patients shall be submitted to:



Finance Department

Attn: Jyoti Gulati

2325 Enborg Lane, Suite 360
San Jose. California 95128

Social ervices A enc 'c A 'nstra [Guar- Any SOCIAL
SERVICES DIRECT FINANCIAL RESPONSIBILITY clients transported at the
request of a Authorized SSA/Public Guardian User, are payable under this
Agreement.

Invoices and claims for SSA conserved clients shall be submitted to:

Social Services Agencnyepartment of Aging and Adult Services
Public Adminisnatorquardiartt' Conservator

Attn: Jan P?f?rer

333 West Julian Street, ?oor

San Jose, California 95110



Bm'ent Charng and Fees

The Contractor will charge no more than the amount allowed under this agreement.

In the event that unforeseeable system costs will cause a signi?cant impact to the
solvency of the Contractor?s ability to perform. the services contained herein, the
Contractor may petition for a rate increase with cause. Authorization for increases is at
the discretion of the Contract Administrator and is ?nal. - -

Page 14 01?38

The County will assist the Contractor in submitting requests for mutual aid, local, state,
and federal reimbursements when services were provided and authorized in accordance
with the Standardized Emergency Management System. Only direct costs will be
authorized as permissible by funding source.

7.8 .-

7.9

7.10

8.1

 

Collections

The Contractor shall take reasonable and prudent measures to collect due bills for
patients that received antherized'services. No collections will take place at time of
service.

Balance Billing

CONTRACTOR agrees that the compensation provided by COUNTY for DIRECT
FINANCIAL RESPONSIBILITY PATIENTS shall be payment in full for the services
rendered. CONTRACTOR agrees not to bill, charge, collect a deposit from, seek
compensation from, seek remuneration from, or have any recourse against a DIRECT.
RESPONSIBILITY PATIENT, or person acting on hisltheir behalf for
services pursuant to this agreement. This provision does not prohibit CONTRACTOR
from collecting deductibles or co-payrnents from patients whom have Medi-Cal,
Medicare or other third party payer insurance.

SECTION 3 - onusnar'saovrsrons

Entire Agreement. Modi?cation. This Agreement constitutes the entire understanding of
the Parties hereto and supersedes any and all prior 1written or oral agreements,
representations, or understandings regarding the subject matter of this Agreement. No
modi?cations, discharges, amendments, or alterations shall be e?ectiye unless set forth in
writing and signed by both Parties, If however, State or Federal laws or regulations
change and affect any provision of this Agreement, this Agreement shall be deemed
amended to conform with those changes in the laws or regulations effective the date such
laws or regulations become e??ectiye.

Amendments. This Agreement may only be amended or modi?ed by a written
signed by both parties- -

invalid Provisions. It is understood that any provision of this Agreement which is in
violation of any state or federal laws or regulations shall be null and void, and any such

Page 15 of 38

8.4

8.5

8.6

provision shall be renegotiated by the Parties or deemed stricken from this Agreement or
deemed amended to conform to the laws or regulations pursuant to the terms of this
Agreement. If in the reasonable and good faith opinion of either party, such required
change wouldjeopardize the status of any license, or permit, or subject either party or its
employees to civil or criminal prosecution or liability, that party may terminate the
agreement. The invalidity of non enforceability of any terms or provisions hereof shall in
no way affect the validity or enforceability of any other terms or provisions.

Governing Law. Venue. This Agreement shall be governed by and construed in
accordance with the laws of the State of California. Proper venue for legal action
regarding this Agreement shall be in Santa Clara County.

Mam. No covenant, condition or undertaking centained in this Agreement may be
waived except by the written agreement of the Parties. Forbearance or indulgence in any
other form by either party in regard to any covenant, condition or undertaking to be kept
or performed by the other party shall not constitute a waiver thereof, and until complete
satisfaction or performance of all such covenants, conditions, and undertaking have been
satis?ed, the other party shall be entitled to invoke any remedy available under this
Agreement, despite any such forbearance or indulgence.

Notice. Any notice, request, demand or other communication required or permitted
hereunder will be given in Writing be certified mail, postage prepaid, to the party to be
noti?ed. All communications will be deemed given upon delivery or attempted delivery
to the address Speci?ed herein, as from time to time amended. The address for the Parties
for the purposes of such communication is:

TO: CONTRACTOR 
Erik Mandler
Westmed Ambulance Services

l!irect Line 510-432?4498

Fast: 510-614-1429

TO: COUNTY:

Santa Clara Valley Health and HoSpital Administration
2325 Enborg Lane 2nd Floor, Suite 220

San Jose, California 95128

Direct Line: 408?885?4040

Fax: 403-793?6155

Either party may at any time change or amend its address for noti? cation purposes by
mailing a notice as required herein above stating the change and setting forth the new
address. Such change shall be effectiye on the day specified in such notice, or if no such
date is specified, on the tenth (10th) day following the date such notice is received.

Page 16 ofSS



3.8

3.9

8.10

8.11

3.l2

Con?dentiality of Financial Terms. COUNTY and CONTRACTOR acknowledge a duty
to maintain the confidentiality of the payment terms of this Agreement, except where 
disclosure is required by law.

Dismte Resolution Process. The parties shall resolve their disputes informally to the
maximum extent possible. The parties shall negotiate all matters of joint concern in good
faith, with the intention of resolving issues between them in a mutually satisfactory

11161131612

Dupligte Qrigim ls. This Agreement is executed in several counterparts, each of which
shall be deemed an original; however, all shall constitute one and the same Agreement.

Non-Discrimination Provision. The County of Santa Clara is an equal opportunity
employer. CONTRACTOR shall comply with all applicable Federal, State, and local
laws and regulations including Santa Clara County's equal opporttmity requirements.
Such laws include but are not limited to the following: Title VII of the Civil Rights Act
of 1964 as amended; Americans with Disabilities Act of 1990; the Rehabilitation Act of
1973 (sections 5 03 and 504); California air Employment and Housing Act (Govcmment
Code sections 12900, et seq.); California Labor Code sections 1101, and 1102.
CONTRACTOR shall not discriminate against any subcontractor, employee, or applicant
for employment because of age. race, color, national origin, ancestry, religion, sex/gender
orientation, political beliefs, organizational af?liations, or marital status in the
recruitment, selection for training, including apprenticeship, hiring, employment,
utilization, promotion layoff, rates of payer other forms of compensation. Nor shall
CONTRACTOR discriminate in the provision of services provided under this Agreement
because of age, race, color, national origin, religion, sexfgender, sexual orientation,
mental disability, physical disability, medical condition, political beliefs, organizational
af?liations, or mental status.

 

?eadings. The Section headings used herein are for reference and convenience only, and
shall not enter into the interpretation hereof. Any exhibits, tables or schedules referred to
herein and/or attached or to be attached hereto are incorporated herein to the same extent
as if set forth in full herein.

antracting Principles. Contractor agrees to comply with the County?s Contracting
Principles set forth in the Board Policy Manual. The Contracting Principles require,
among other things, that Contractor be a ?scally responsible entity and treat its
employees fairly. Contractor is also required to comply. with all applicable federal,
state and local rules, regulations and laws; (2) maintain ?nancial records, and make those
records available upon request; (3) provide to. the County copies of any ?nancial audits
that have been completed during the term of the contract; and (4) upon the County's
request, provide the County reasonable access, through representatives of the Contractor,
to facilities, ?nancial and employee records that are related to the purpose of the contract,
except where prohibited by federal or state laws, regulations or rules. 13. 12 Approvals.

Page .17 01?33

8.13

3.14

8.15

9.1

9.2

Where agreement, approval, acceptance, or consent by either party is required by any
provision of this Agreement, such action shall not be unreasonably delayed or withheld.

County bio?Smoking Policy. CONTRACTOR and its employees, agents and
subcontractors, shall comply with the County?s No Smoking Policy, as set forth in the
Board of Supervisors Policy Manual section 3.47 (as amended from time to time), which
prohibits smoking: (1) at the Santa Clara Valley Medical Center Campus and all County-
owned and operated health facilities, (2) within 30 feet surrounding County-owned
buildings and leased buildings where the County is the sole occupant, and (3) in all
County vehicles.

California Public Records Act. The County is a public agency subject to the disclosure
requirements of the?California Public Records Act if CONTRACTOR
proprietary information is contained in documents submitted to County, and
CONTRACTOR claims that such information fall within one or more CPRA exemptions,
CONTRACTOR must clearly mark such information AND

and identify the Speci?c lines containing the information. In the event 

of a request for such information, the County will make reasonable efforts to provide
notice to CONTRACTOR prior to such disclosure. If CONTRACTOR contends that any
documents are exempt from the CPRA and wishes to prevent disclosure, it is required to
obtain a protective order, inj unctive relief or other appropriate remedy from a court of
law in Santa Clara County before the County?s deadline for responding to the CPRA
request. If CONTRACTOR hails to obtain such remedy within County's deadline for
responding to the CPRA request, County may disclose the requested information.

No Third PaLty Rights. No provision in this Agreement shall be construed to confer any
rights to any third person or entity.

SECTION 9 - REGULATORY COMPLIANCE

Confidentiality and Compliance with all laws. CONTRACTOR shall comply with any
and all federal, state, and local laws and regulations applicable to the provision of or
payment for Contracted Services, including, but arithout limitation, laws relating to
regulation and Iicensure of CONTRACTOR personnel, as well as standards and
requirements of relevant state standards in the Health ?it Safety Code. CONTRACTOR
shall adhere to all provisions contained within the County of Santa Clara Ordinance Code
Division A18, Chapter XVI at all times, when operating within the County of Santa Clara
or when serving as a provider of services on behalf of the County of Santa Clara. The
Parties shall comply with all applicable state and federal privacy laws

Any provisions required to be in this contract by any statute or regulation shall bind
COUNTY and CONTRACTOR whether or not expressly provided in this Agreement.

Page 13 of38





9.3

9.4

9.5

No In?uence on Referrals. It is not the intent of either party to this agreement that any
remuneration, bene?t or privilege provided for under this Agreement shall in?uence or in
any way be based on the referral or recommended referral by either party of patients to
the other party or its af?liated providers, if any, or the purchasing, leasing, or ordering
services other than speci?c services described in this Agreement. Any payments
specified in this Agreement are consistent with what parties reasonably believe to be'fair
market value for the services provided.

CONTRACTOR certi?es that personnel who are to provide services have not been
convicted of a criminal offense related to health care nor are they listed by any federal or
state agency as debarred, excluded, or otherwise ineligible for participation in federal or
state ?rnded health care programs, that it has performed an appropriate screen of the
personnel prior to making this certification, and it will screen all new personnel who
provide services under this Agreement. CONTRACTOR agrees that if criminal charges
are brought or debarment or exclusion sought of any person providing services under this
Agreement, such person shall be removed from any responsibility for or involvement in
the provision of services under this Agreement during the pendency of such proceedings
and that CONTRACTOR shall notify the County of the pendency of such charges or
proposed debarment or exclusion.

CONTRACTOR shall ensure that CONTRACTOR and its personnel coOperate with
andfor participate in compliance programs, as requested or required by


Page 19 of38

9.6 CONTRACTOR shall, in connection with the subject of this Agreement, cooperate 
fully with County by, among other things, maintaining and making available all
necessary books, documents and records, in order to assure that County will be able to
meet all requirements for participation and payment associated with public or private

third party payment programs.

CONTRACTOR shall make available to the Secretary of Health and Human Services
and the Comptroller General of the United States, or their authorized representatives,
upon the request of any of them, this Agreement, and all books, documents and records
relating to the nature and extent of the costs of services.

IN WITNESS WHEREOF, the parties through their duly authorized representatives have
executed this Agreement:

 

 

 

 

COUNTY OF SANTA CLARA CONTRACTOR
@47 KMA Emergency Services Inc.
Deputy County Executive  
Rene Santiago vii?"7

Date: 01/37 A?x
Date: i i - i? i2? 
Approved:

Approved as to Form and Legality:

Wit/V" Iii: 5-
Chief Financial Of?cer if?? 
David McGrew Depu?iCdimty Counsel 

/f 2/ Jennifer Sprinkles 
Date: I g.
I Date: i0 I 90/.  

EXHI TS:

Exhibit A: Statement of Work

Exhibit B: Compensation and Fee Schedule
Exhibit C: Fleet Requirements

Exhibit D: insurance Requirements

Page 20 of38

EXHIBIT A
STATEMENT OF WORK

TRANSPORT CLASSIFICATIONS or CATEGORIES

The Covered Services will include non-emergency and pro-scheduled transports. The majority of
the transports will be contained within Santa Clara County; however, some transports will be out
of County. Transports are required for the following categories:

1.

Mental Health Patients - Immediate Res onse to Field Settin 


These services may be provided to persons held under the Lantennan-Petris-lShort Act
(LPS) for involuntary evaluation. These transports will be from ?eld
locations for individuals identi?ed under Welfare and Institutions Section 5150 as
?gravely disabled" mental health workers designated by the Director of Mental Health to
sign 5150 holds. These patients will be transported to the closest County designated
5150 receiving center.

Requests for transport will be made by the Mental Health Department or by a speci?ed
mental health contractor designated and authorized by the Mental Health Department to
the Contractor. These patients may require the use of restraints and transporting
personnel should be expert at managing adult and minor patients exhibiting uncontrolled
and unpredictable physical or verbal behavior prior to and during transport. If the
Contractor?s personnel, upon arrival, suspects that the patient has an emergency medical

condition, or is exhibiting intentional criminal behavior, heishe should sinnrnon an
emergency ambulance or law enforcement assistance via the 91 1 system.

Mental ?eglth Eatients general Transportation

Mental Health patients determined to require transportation may be located at any
location in the. County and transportation to and horn county and other facilities may be
required. Transport personnel will be mind?il of con?dentiality issues, patient?s rights
issues, and patient respect and dignity in the performance of their duties.

Adult and Juvenile Custody Patients

 

This service is for the following types of transport:

a. Pie-scheduled non-emergency ambulance transportation of custody patients from
the custody facility to a hospital. Transport may also take place from a hospital to
a County custody facility. The latter category relates to hospital inpatients
medically able to be cared for at the County custody facilities. An Authorized

Page 21 of33

County User will contact the Contractor to request the return transport to the
custody facility.

Inter-facility transfer of medically stable custody patients ?'orn one hospital to
another. These may be emergency department custody patients who are
medically stable for transport or custody patients who are discharged from one
hospital and are transported to Authorized County User will contact the

Contractor to arrange and request these transports.

4. Santa Clara Valley Medical Center and Clinic Patients

El.

 

Authorized Inter-facility Transport of Patients

This service is for the authorized transport of critical care patients and non-
ernergency inter-facility transfer of patients from to other health care
facilities and from Clinics and other facilities to 

If the transport is requested by the Emergency Department the response time will-

be within thirty (3 0) minutes of the request.
Inter~facility Transport for Acute Patients

Emergency Services (BPS) is a emergency room
which requires rapid access to transportation of acute patients
24 hours per day. As the State regulates the amount of time a patient may
be held in a emergency room, a response time of no greater
than one hour, 24 hours a day, is required to transport patients to both in-
County and out-of-County facilities.

(ii) Barbara Arons Payilion (BAP) Patients-
Barhara Arons Pavilion is a inpatient facility. The majority of
requests for transport. ?om BAP are to Superior Court for legal hearings.
- These transports are round trip transports and require the Contractor's
personnel to stay with the patient during the court procedures.

Other needs for transport ?'orn BAP include transfers of patients to long
term care facilities (Institutes for Mental Disease (IMD), Skilled Nursing
Facilities (SNF), State Hospitals) in County and out of county, as well as
occasional transfers to the facilities designated by the County. These
transfers are typically Scheduled in advance and on time arrival is
required as many accepting facilities limit the hours during which they
admit patients. BAP or Mental Health Departrnent staff or another
County Authorized User will call the Contractor to request such
transports.

Page 22 of 38

Transports of NICUIPICU Patients

There are requests from community hospitals that transfer infants and children patients
requiring specialty care to NICU and PICU. These transports require vehicles
that are speci?cally equipped for patients. The Contractor will make one
dedicated modular ambulance available to for the exclusive use of 
NICUJPICU Departments. Contractor will work collaboratively with NICUIPICU
Medical and Nursing staff to ensure adequate equipment and technology are maintained
to ensure safe transport of patients.

Other Transnortation Recu_estors

The above requirements are the major users of service under this contract, however, the
County speci?cally reserves the right allow service requests to be placed by others
(Community Based Organizations and other agencies). The authorization to place these
requests will be documented in a letter from the CAM to the Contractor.

cher Transpg?g?on Needs

The County may from time to time require tranSportation to, or from, locations other than
described above. Contractor will make these services available at contract rates.

Services may'include, but are not limited to, support of air transportation and
transportation to locations not described above.

Bariatrie Patients

CONTRACTOR will ensure the safe transport of obese patients through the use of
specialized equipment and adequate supervision of transport. Bariatric transports may
take place in any of the levels of service.

Reporting Reguiraments

The Contractor will provide, by the ?fteenth day of each calendar month, or another day
selected by the County, reports detailing its performance during the preceding month as it

relates to each of the performance requirements stipulated herein.



I The County must ?rst approve contracts proposed betwieen the Contractor and any ?rst

response agency. The County will look only to Conuactor with regard to responsibility
for performance in accordance with the Contract. The County may approve or
disapprove any subcontractor identi?ed by Contractor. The inability or failure of any
subcontractorto perform any duty or deliver Contracted Service will not excuse the

Contractor from the responsibility for performance.
Page 23 of 33

..-. 



9.1

9.2

INTRA-COUNTY COOPERATIVE AMBULANCE ASSISTANCE
AGREEMENTS (CAA)

The Contractor may enter into an Inna-County Cooperative Ambulance
Assistance Agreements (CAA) with interested Santa Clara County permitted
private ambulance services in good standing (as determined by the County) in the
event that the Contractor requires additional resources to meet the provisions of
the agreement. The Contractor may not enter into an agreement with any
govermnent-based ambulance service provider or the County Exclusive Operating
Area paramodic and emergency (911) ambulance service provider.

The Contractor shall assess liquidated damages for the use a provider that is
operating under an established CAA, unless exempted by the County or
authorized through the agreement and approved by the County. The use of other
ambulance service providers may not occur routinely, unless approved by the
County.

In the event that another provider acts in place of the Contractor, through an
established CAA, the Contractor shall continue to be responsible for all variances
in the terms of the agreement including response times, liquidated damages and
performance measures.

This agreement shall include the payment of fees as follows as identified in the
following table: Liquidated Damages for Contractor Use of Other Providers.

Table 9.1: Liq uidated Damages for Contractor use of Other Providers
Liquidator! Damages for Use of other Providers

 
 
 

 

Description Drnnages

    

$1,000 per?occurrence (when provider
is not part of a (3AA).

Contractor ?s use of other non?
contracted ambulance or
transportation services

 

Applicable response time liquidated
damages incurred by the ambulance or 
tranSponation service?s response.

 

 

 

Disaster Assistance and Response

The Contractor shall be actively involved in planning for and responding to any
disaster in the County.

In the event of a County declared disaster normal operations may be suspended

and the Contractor shall respond in accordance with the Cormty?s emergency
operations plans. During the period of a disaster and when waived by the County

Page 24 of38

.. . 

9.3

for a speci?c period, the County will not impose performance requirements and
liquidated damages for response times.

9.2.1

Hospital Emergency Operations Center.

When requested by the County, the Contractor shall provide a senior
operations manager as a resource to the Hospital Emergency Operations
Center or other location as an Agency Representative of the Contractor.

Conn Clinic lProvi ions and Medical Oversi 

The County shall furnish medical oversight services in accordance with County
policies. The EMS Medical Director is an agent of the County and shall receive
no compensation or remuneration directly from the Contractor.

9.3.1

9.3.2

9.3.3

Medical Protocols
Contractor shall comply with EMS System medical protocols and policies
and other requirements of the system standard of care as established by the

EMS Medical Director.

Direct Interaction with Medical Control

Field and communications personnel have the right and responsibility to
interact with the system?s medical leadership on all issues related to
patient care. This personal professional responsibility is Essential. 
Particular attention has been given to including safeguards against the
Contractor?s organization preventing or discouraging this interaction from
occurring. The Medical Director recognizes the complexity of these
interactions, and will not otherwise involve himself/herself in employer?s
labor matters. The Contractor will be required to designate an individual
who will be responsible for quality improvement and serve as liaison to
the County and CAM.

Medical RevierAudits

The goal of the medical audit process is to improve patient care by
providing feedback on the system and individual performance. If the audit
process is to be positive, it routinely must produce improvement in
procedures, on-board equipment, and medical practices. it is the
Contractor?s responsibility to implement this corrective feedback.

The EMS Medical Director and other appropriate clinical staff of
Medical Director and ,Valley Health Plan Medical
Director for instance) may review and categorize medical audit requests,
separating those with important clinical implications or which potential 1y
involve disciplinary action from those that involve by telephone, and may
resolve the matter directly Without ?n'ther involvement, or unnecessary
inconvenience of ?eld personnel.

Page 25 of 38

9.3.4

9.3.5

9.3.6

9.3.7

may require that any of the Contractor?s employees attend a

process. Every employee involved in a case being reviewed is not
required to attend unless mandated by the EMS Medical Director.

Committee Participation I
The Contractor shall participate in appropriate EMS and COUNTY
Stakeholder Committees, as determined by the CAM.

Clinical Quality Assurance and Improvement .
The Contractor shall comply with the State, County, and provider-based
Emergency Medical Services Qualiur Improvement Plan (EQIP). Failure
to provide requested data on time will result in liquidated damages of
$1,000 per-document, per-day or portion thereof.

8 stem Enhancem 

9.4.1

Internal Risk nagement/Loss Control Program

Page 26 of38

9.5

(including drug testing), initial and on-going driver training monitoring of
driving performance, safety restraints for patients and caregivers,
infectiouskonmiunicable disease prevention and training, li?ing technique
training, hazard reduction trainin as well as involvement of employees in
planning and executing its safety program.

Technolo Data and Re ortin Re uirernents

The long-term success of the and County transportation system is
predicated upon its ability to both measure and manage its affairs. Contractor is
responsible to provide detailed operations, clinical, ?nancial, and administrative
data in a manner that facilitates its retrospective analysis. Contractor 
acknowledges that and the COUNTY are implementing innovations in
the technology used to deliver and manage patient care. Contractor agrees to
work collaboratively with COUNTY to integrate technologies when possible to
maximize ef?ciency in patient care and tranSport.

9.5.1 Data Reporting Capabilities
The Contractor shall provide data-regularly and ad hoc as requested by
County, and in form approved by County. The Contractors data system
must integrate with CEMSIS and NEMSI S.

9.5.2 Quality Improvement Data Reporting
The Contractor?s electronic data system must be fully comprehensive and
able to capture and report complete and integrated information on all
County activities beginning with the receipt of a request for service and up
to and including transport and arrival information. Contractor must ensure
that all personnel comply with ?eld reporting requirements, including
accuracy and completeness of reports. Cost of integrating the medical
reporting system will be home by the Contractor.

9.5.3 Financial Statement Reporting
Contractor shall 'comply with such other miscellaneous ?nancial reporting
requirements as may be speci?ed by the County, at the Contractor's cost.
COUNTY shall keep confidential all of financial
information as allowed by law.

9.5.4 Performance Data and Reporting
Standardized reports shall be provided to the-County in accordance with

the standards established by the County.

The Contractor shall participate in the County?s prehospital data collection
system in accordance with the County?s standards.

Page 27 of 38

 

9.6

A patient care record is required to be completed for all patients for whom
care (including assessment), is rendered at the scene, regardless of whether
the patient is tranSported. Patient care records should clearly identify
these instances when two or more patients are tranSported in the same
ambulance.

The County requires patient care records to be delivered to the
CAM and the EMS Medical Director on demand. The County may assess
liquidated damages of $250 for every patient care record that is not
accurately completed in compliance with federal, state and local

regulations.

9.5.5 Timing of Reports
Contractor shall provide, by the ?fteenth day of each calendar month or
other date agreed to by the County, reports detailing its performance
during the preceding month as related to the clinical, operational and
?nancial performance stipulated herein. The format of such reports shall
be subject to the County?s approval.

Em In so and Workforce Provisions
Recruitment and retention of high-quality ?eld care personnel is essential to the
successful operations of the County transportation System. County Credentialing

Required.

All Emergency Medical Technicians, Paramedics, and nurses must be
credentialed in Santa Clara County and be issued an authorised Santa Clara
Connty EMS System Identi?cation Badge. This shall be inclusive of a state and
federal background check 1aa'th records reportable to the County as applicable.

-9.6.1 Background Checks

California Department of Justice and Federal criminal background check,
reportable to Santa Clara County, paid for by the Contractor. The County
may summarily reject the service of any member of the Contractor?s staff
based on the results of this check.

9.6.2 Personnel Release by County I
The County may summarily reject the service of any member employed
by the Contractor at any time, with or without cause.

9.6.3 Key Personnel
CONTRACTOR shall inform COUNTY in "editing of any key
management personnel changes and provide the title, reporting
relationship and limits of authority for such key management personnel.

Page 23 of 33

9.6.4

9.6.5

9.6.6

I 

The County may reject the service of any member with-or without cause.

Emergency Incident Support

When requested by the County during emergency situations, the
Contractor will provide resources to the County in assisting with the
movement of patients to alternative locations.

The Contractor will participate and coordinate routine exercises in support
of these functions under the direction of the County.



Health and Wellness

The County prefers that the Contractor develops and implements a Health
and Wellness Program for all employees. This program shall be
developed by a committee of managers and field employees of the
Contractor and in cooperation with the County. This program shall
provide for preventative health, injury reduction and prevention, mental
and physical wellness. Proposers must describe their proposed health and
wellness initiative.

The County prefers that the Contractor implement a system that offers
?eld crews the ability to access healthy food choices such as food
preparation facilities or mobile food storage provisions. The County.
further desires that the Contractor provide all employees with access to
cardiovascular and strength-training facilities at no cost. Proposers shall
describe how they will provide access to healthy food options and
cardiovascular and strength training facilities.

The Contractor shall provide access to con?dential Employee Assistance
Programs for all employees at no cost to the employee.

Immunizations
In addition to those required by standards, the

Contractor shall provide all personnel with Hepatitis A, Hepatitis B, and
annual in?uenza inoculations at no cost.

The presence of tuberculosis in Santa Clara County currently exceeds

national averages. In order to assist in mitigation of public health

concerns, the Contractor shall provide tuberculosis testing to all
employees every year at no cost to the employee.

Priority Prophylaxis {Anthrax and Biological Agents)

The Contractor shall provide and maintain Priority Prophylaxis in
accordance with guidelines set forth by County EMS .

Page 29 of38

 

- I 

9.6.8 Substance AbuseJDrug Testing
The Contractor shall maintain a drug and abuse free workplace.

9.6.9 FINANCIAL MANAGEMENT, Patients? Bill of Rights
The Contractor shall provide a Patients? Bill of Rights, as approved by the
County, to each patient at the time of service delivery (when appropriate)
and shall be posted in each ambulance in the patient compartment.

9.6.10 Fleet Safety
Contractor must use vehicles with speci?cations and mo di?cations
designed to enhance the safety of patients, ?rst reSponders and proposer?s
employees. At a minimum, the Contractor?s approach to the following
areas should be addressed:

Driver education and vehicle operations. 

The Contractor?s ?eet security program, including its individual and
?eet security efforts, such as security fencing, alarms, remote disable
devices, and other safety mechanisms.

Systems designed to' improve safety, such as: ?Low Forces" and other
driving, training and monitoring systems. 
Patient and attendant restraint and injury prevention systems, including
speci?c modi?cations designed to reduce injuries resulting from
accidents.

The Contractor?s approach to providing appropriate child-restraint
systems for pediatric patients. -

Vehicle monitoring and record keeping systems.

Fleet maintenance procedures designed to promote and enhance safety.
The Contractor shall provide sufficient, specially designed, patient
transport unit(s) capable of moving and transporting obese patients.

9.6.11 Administrative Facilities, Stations, and Employee Facilities
Stations and employee facilities must be maintained in accordance with

guidelines set forth by County EMS.

Page 30 of 38





EXHIBIT 

COMPENSATION AND FEE SCHEDULE

agrees to compensate PROVIDER for the provision of services as outlined below for
DIRECT FINANCLAL RESPONSIBILITY PATIENTS only.

 

Service Levels

Direct I
Financial
Responsibility

Custody Services

Mental Health
Direct Financial



Direct Financial
Responsibility

 

 

BLS- Base Rate

 

ALS 1 ?Base Rate

 

ALS 2 -
Emergency? Base

Rate

 

 

 

 

 

Nurse
CCTINICUHPICU-
?ase Rate

 

NA

 

 

 

Van? Base 
Raie I

NA

 

 

Wheelchair Base 
Rate 

 

Mileage for ALS, 
BLS, CCT and
NICUIPICU

 

 

Mileage for
2 Gumey Van

 

 

 

 

5 Mileage for 

Wheelchair

 

 

Hanan-ic-
(additional
Sewice)

Hourly .

BY

- 

i Ambulance Stand 

 

 

 

 

 

 

 

 

 

Page Si oi?38

EXHIBIT 
FLEET AND EQUIPMENT

A. FLEET AND EQUIPMENT

The Provider shall provide an effective response capability by focusing specifically on the
physical resources utilized to deliver services.

1. Fleet:
The County requires that the speci?ed ambulances meet the following minimum

standards:

0 Provider will provide a suf?cient number of units to meet County?s needs.
The number of units to be mutually agreed to by both parties.

- All emergency ?eet vehicles will be no greater than two'years old ambulances
at the time of the contract start date.

0 Meet all'Federal Speci?cation 822E and subsequent revisions, and
be certi?ed by the manufacturer to meet the Specifications in effect at the date
of manufacture. - -

I- All ambulances must be constructed to transport all county-required
equipment, two (2) recumbent patients, and crew without exceeding the
Original Equipment Manufacturer?s Speci?ed Maximum Gross Vehicle
Weight while ?illy equipped and fueled. 

The provider shall develop a standard ambulance speci?cation for the
County?s review and approval. -

Vehicles will be supplied and equipped consistent with the policies and
procedures of the County Emergency Medical Services Department, and as
need to fully meet the needs of this contract.

9 The County desires that only the most professional image be represented by 
the proposer?s equipment. As such, damaged vehicles may not be placed into
service until repaired to the satisfaction of the County. This shall not include

minor dings, scratches, or chips.

I All vehicles will be equipped with AVL.

Page 32 of 33

The proposer shall maintain an electronic database of vehicle maintenance.

Ambulances must be supplied with 110V inverters and medical air and all
other required functionality to support this contract.

units will be equipped with the appropriate equipment to support
the mission.

Fleet Safety
Provider shall provide a uritten program of ?eet safety which includes, but is not

limited to, the following elements.

Driver education and vehicle operations._

The proposer?s ?eet security program, including its individual and ?eet
security e?orts, such as security fencing, alarms, remote disable devices, and

other safety mechanisms.

Systems designed to improve safety, such as: ?Low. Forces? and other driving,
training and monitoring systems.

Patient and attendant restraint and injury prevention systems, including
speci?c modi?cations designed to reduce injuries resulting from accidents.

The Proposer?s approach to providing appropriate child?restraint systems for
pediatric patients.

Vehicle monitoring and record keeping systems.

Fleetmaintenance procedures designed to promote and enhance safety.
The proposer shall provide suf?cient, specially designed, patient u'ansport
unit(s) capable of moving and transporting obese patients.

The proposer shall describe how this equipment will be provided and is

requested to propose additional reaponse resources and tools that may be
bene?cial to the County.

Page 33 of 38

 

 

EXHIBIT 
INSURANCE REQUIREMENTS

For Non-Emergency Transportation

Indemnity

The Contractor shall indemnify, defend, and hold harmless the County of Santa Clara
(hereinafter "County"), its officers, agents and employees from any claim, liability, loss, injury
or damage arising out of, or in connection with, performance of this Agreement by Contractor
and/or its agents, employees or sub contractors, excepting only loss, injury or damage caused by
the sole negligence or will?rl misconduct of personnel employed by the County. It is the intent
of the parties to this Agreement to provide the broadest possible coverage for the County. The
Contractor shall reimburse the County for all costs, attorneys' fees, expenses and liabilities
I incurred with respect to any litigation in which the Contractor is obligated to indemnify, defend
and hold harmless the County under this Agreement. 

Insurance

Without limiting the Contractor's indemni?cation of the County, the Contractor shall provide and
maintain at its own expense, during the term of this Agreement, or as may be ?trther required

herein, the following insumnce coverages and provisions:

A. Evidence of Coverage

Prior to commencement of this Agreement, the Contractor shall provide a Certi?cate of
Insurance certifying that coverage as required herein has been obtained. Individual
endorsements executed by the insurance carrier shall accompany the certi?cate. In
addition, a certi?ed copy of the policy or policies shall be provided by the Contractor
upon request.

This veri?cation of coverage shall be sent to the requesting County department, unless
otherwise directed. The Contractor shall not receive a Notice to Proceed with the work
under the Agreement until it has obtained all insurance required and such insurance has
been approved by the County. This approval of insurance shall neither relieve nor
decrease the liability of the Contractor.

B. Qualifying Insurers

Page 34 of38

.. .-. . 

All coverages, except surety, shall be issued by companies which hold a current policy
holder's alphabetic and ?nancial size category rating of not less than A- V, according to
the current Best's Key Rating Guide or a company of equal ?nancial stability that is
approved by the County's Insurance Manager.

Notice of Cancellation

All coverage as required herein shall not be canceled or changed so as to no longer meet
the speci?ed County insurance requirements without 30 days' prior written notice of such
cancellation or change being delivered to the County of Santa Clara or their designated
agent.

Insurance Required

l. Commercial General Liability Insurance for bodily injury (including death) and
property damage which provides limits as follows:

a. Each occurrence - $1,000,000

b. General aggregate - $2,000,000

0. Personal injury - $3,000,000

d. Products/Completed Operations aggregate - $2,000,000
2. General liability coverage shall include:

a. Premises and Operations

b. Personal Injury liability

c. Productsx'Completed

d. Contractual liability, expressly including liability assumed under this
Agreement

e. Severability of interest

3. General liability coverage shall include the following endorsement, a copy of
which shall be provided to the County:

Additional Insured Endorsement, which shall read:

Page 35 of 38

.. 

?County of Santa Clara, and'members of the Board of Supervisors
of the County of Santa Clara, and the of?cers, agents, and
employees of the County of Santa Clara, individually and
collectively,-as additional insnreds."

Insurance afforded by the additional insured endorsement shall
apply as primary Insurance, and other insurance maintained by the
County of Santa Clara, its of?cers, agents, and employees shall be
excess only and not contributing with insurance provided under
this policy. Public Entities may also be added to the additional
insured endorsement as applicable and the contractor shall be
noti?ed by the contracting department of these requirements.

Automobile Liability Insurance

For bodily injury (including death) and propeity damage which provides total
limits of not less than one million dollars ($1,000,000) combined single limit per
occurrence applicable to owned, non owned and hired vehicles.

Workers' Compensation and Employer?s Liability Insurance

3.. Statutory California Workers' Compensation coverage including broad
form all states coverage.

b. Employer?s Liability coverage for not less than one million dollars
($1,000,000) per occurrence. -

Professional Errors and Omissions Liability Insurance

I a. Coverage Ishall be in an amount of not less than one million dollars
($1,000,000) per occurrencefaggregate.

b. If coverage contains a deductible or self-retention, it shall not be greater
than ?fty thousand dollars ($50,000) per occurrence/event.

c. Coverage as required herein shall be maintained for a minimum of two
years following termination or completion of this Agreement.

Claims Made Coverage

If coverage is mitten on a. claims made basis, the Certi?cate of Insiuance shall
clearly state so. In addition to coverage requirements above, such policy shall
provide that: 

Page 36 of 33

 

a. Policy retroactive date coincides with or precedes the Consultant's start of
work (including subsequent policies purchased as renewals or
replacements).

b. Policy allows for reporting of circumstances or incidents that might give
rise to future claims.

Special Provisions

The following provisions shall apply to this Agreement:

1.-

The foregoing requirements as to the types and limits of insurance coverage to be
maintained by the Contractor and any approval of said insurance by the County or
its insurance consultant(s) are not intended to and shall not in any manner limit or-
qualify the liabilities and obligations otherwise assumed by the Contractor

pursuant to this Agreement, including but not limited to the provisions concerning -

indemni?cation.

The County aclmowl edges that some insurance requirements contained in this
Agreement may be ful?lled by self insurance on the part of the Contractor.
However, this shall not in any way limit liabilities assumed by the Contractor
Under this Agreement. Any self insurance shall be approved in writing by the.
County upon satisfactory evidence of ?nancial capacity. Contractors obligation
hereunder may be satis?ed in whole or in part by adequately funded self-.
insurance programs or self-insurance retentions. 

Should any of the work under this Agreement be sublet, the Contractor shall
require each of its subcontractors of any tier to carry the aforementioned
coverages, or Contractor may insure subcontractors under its own policies.

The County reserves the right to withhold payments to the Contractor in the event
of material noncompliance with the insurance requirements outlined above.

Fidelity Bonds {Required only if contractor will be receiving advanced funds or
payments) -

Before receiving compensation under this Agreement, contractor will furnish County-

with evidence that all of?cials, employees, and agents handling or having access to funds I

received or disbursed under this Agreement, or authorized to sign or countersign checks,
are covered by a BLANKET FIDELITY BOND in an amount of AT LEAST ?fteen
percent of the maximum financial obligation of the County cited herein. If such

Page 37 at as



bond is canceled or reduced, Contractor will notify County immediately,
withhold ?nther payment to Contractor until proper coverage has been 0

and County may
btained. Failure

to give such notice may be cause for termination of this Agreement, at the option of

County.

Page 33 of 38

FIRST AMENDMENT TO THE AGREEMENT FOR MEDICAL TRANSPORTATION
SERVICES BETWEEN EMERGENCY SERVICES Inc. DBA WESTMED
AMBULANCE AND THE COUNTY OF SANTA CLARA

THIS AGREEMENT, by and between the County of Santa Clara, a political subdivision
of the State of California (?County?) and KMA Emergency Services Inc., dba Westmed
Ambulance, a California Corporation licensed to provide speci?ed services noted in this
Agreement (hereinafter referred to as is hereby-amended effective
November 1, 2012 as follows:

1. Section 1.4, COVERED SERVICES, is replaced in its entirety as follows:

COVERED SERVICES: shall mean those health care transportation services and
supplies including Advanced Life Support, Basic Life Support, Critical Care Transports,
and wheelchair transport services as described and set forth in Section 2 and the
Statement of Work, Exhibit A and Exhibit A?l of this Agreement.

2. Section 2 SERVICES PROVIDED, Section 2.1 is replaced in its entirety as follows:
CONTRACTOR agrees to provide Covered Services as needed to COUNTY patients
and/or as ordered by authorized personnel in accordance with the terms and conditions of

this Agreement as speci?ed in Exhibit A and Exhibit A-rl,

3. Addition of Exhibit A?l, Statement of Work, Social Services AgencyePublic Administrator
Guardian.



  

 
      

 

 

 

 

s'r ems assesses MEDICAL EMA EMERGENCY senses me.
BEA AMBULANCE AND THE COUNTY OF SANTA CLARA Page 1

 

Except as set forth herein, all other terms and conditions of the AGREEMENT shall remain in
full force and effect; provided, however, in the event of an*_sr con?ict between the terms of this
FIRST Amendment and the AGREEMENT, the terms of this FIRST Amendment shall control.

This AGREEMENT as amended by this FIRST Amendment constimtes the entire
AGREEMENT of the parties concerning the subject matter herein and supercedes all prior oral
and written agreements, representations and understandings concerning such subject matter.

IN WITNESS WHEREOF, the parties through their duly authorized representatives have
executed this FIRST Amendment as follows:

 

COUNTY OF SANTA CLARA CONTRACTOR
KMA Emergency Servi 5 Inc.
Deputy County Executive 0

 

Rene Santiago 
- Date:  

Date: 3 2-5? ?3

 

Approved:
Approved as to Form and Legality:



 

 

 

 

Chief Financial O?iber  
David Dephfy ty Counsel
Jennifer Sprinkles
Date: 3 I '5
Date: 7 3
EXHIBITS:

Exhibit A-l: Statement of Work -Social Services Agency~ Public Administrator Guardian

  

   
    

 

 

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one was-men AMBULANCE snares scum or warm Page 2

EXHIBIT A-l
STATEMENT OF WORK
SOCIAL SERVICES AGENCY-PUBLIC ADMINISTRATOR GUARDIAN

Public Administrator GuardianlConservator Clients:

The Public Administrator GumdianfConservator is under the Department of Aging and Adult Services in
the Social Services Agency. These services will be provided to persons held under the Lanterrnan?Petris-
Short Act (LPS) for involuntary placement or are probate conservatees. The primary non-
ambulance transports will be round-trip from a client residence to County of Santa Clara
Superior Court and back to client residence. -

l.

   

hear so soarartou ssacarws an or 
D3454 WESIMED AMBULANCE AND TH 5 COUNTY OF SANTA CLARE

Residence would include, but is not limited to, a private residence, a group facility (such as
residential or board and care) or locked facility and could be outside of Santa Clara County
(examples include but are not limited to Cresrwood Manor, Golden Living Center, Seventh
Avenue Center, Naps State HoSpital or Valley Medical Center's Barbara Arons Pavilion or
Emergency Services).

The transport staff would be expected to assist the client into court, wait in the courtroom with the
client for their case to be heard and assist the client back to the vehicle. At times, the transport
staff may also need to escort a client to. use the restroom. The wait time could be 15 minutes to
four hours, although rarely exceeds two hours.

A round-trip (to and from court} is considered have transports.

Some transports may involve restraints. Potential vendor must be familiar with the guidelines
and use of restraints. Potential vendor must be expert at managing unpredictable verbal or
physical behavior.

Some tranSports may involve wheel chairs.

Most transports are scheduled approximately one day in advance by PAGIC staff.

Each round-trip transport will be given an authorization number at the time of the call- Please 
reference the authorization number on the invoice. -

The majority of the transports will be for a Wednesday afternoon court calendar. Some transports
will be for a Monday or Friday afternoon calendar. It is essential that the transPorts arrive with
the client to court on time and return the client to hisfher residence upon completion of
the court hearing.

Other transports on matters related to the ccnservatorship of a client may also be needed, but
must have prior approval from a supervisor or manager of the PAGIC.

 

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