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HomeMy WebLinkAbout3961 RESOLUTION NO. 3 9 6 1 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE A CONTRACT BETWEEN THE CITY OF AUBURN AND LAIDLAW MEDICAL TRANSPORTATION, INC, (AMR) FOR AMBULANCE SERVICES WHEREAS, the City has evaluated the availability of ambulance services within its corporate limits, and has identifies its needs for ambulance services; and WHEREAS, the City has further determined that with a contract for basic life support ambulance transportation services, and with a coordinated approach to ambulance transportation services, the City's needs could be met; and WHEREAS, after inviting qualified ambulance operators to submit proposals and necessary information relative to their organizational credentials and ability to provide Basic Life Support (BLS) patient transport, the City selected the most advantageous submittal, namely AMR; and WHEREAS, after evaluating all such submittals, the City has determined that it is in the best interests of the City to enter into a contract for basic life support ambulance transportation services with AMR, and has commenced negotiation of such and an agreement. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, HEREBY RESOLVES as follows: Section 1. That the Mayor is authorized to complete negotiation of an Agreement with AMR along the lines of and in substantial conformity to the Resolution No. 3961 December 14, 2005 Page 1 Agreement a copy of which is attached hereto, marked as Exhibit "A" and incorporated herein by this reference, and the Mayor and the City Clerk are authorized to execute such agreement as negotiated within budgetary and scoping parameters. Section 2. That the Mayor is authorized to implement such administrative procedures as may be necessary to carry out the directives of this legislation. Section 3. That this Resolution shall take effect and be in full force upon passage and signatures hereon. Dated and Signed this \C\.~ day of .l>~Ji'i\b"v, 200 .5. -C7 PETER B. LEWIS MAYOR ATTEST: ~atQ{ f IlJvJ'~ Danlelle E. Daskam, City Clerk APPROVED AS TO FORM: del: -'-l 1 I 0~ Daniel B. Heia,- City Attorney '- Resolution No. 3961 December 14, 2005 Page 2 AGREEMENT FOR BASIC LIFE SUPPORT AMBULANCE TRANSPORTATION SERVICES THIS AGREEMENT, made this 1st day of February, 2006, between the City of Auburn, a municipal corporation of the State of Washington, located at 25 West Main Street, Auburn, Washington 98001 (herein referred to as "City"), and Laidlaw Medical Transportation, Inc., a Delaware corporation, d/b/a American Medical Response, whose offices are located at 13075 Gateway Drive, Suite 100, Seattle, Washington, 98168 (herein referred to as "AMR"). WIT N E SSE T H: WHEREAS, the City has evaluated the availability of ambulance services within its corporate limits, and has determined that with a contract for basic life support ambulance transportation services, and with a coordinated approach to ambulance transportation services, the City's needs could be met; and WHEREAS, the City invited the submission of organizational credentials and proposals for the provision of Basic Life Support (BLS) patient transport; and WHEREAS, AMR submitted its organizational credentials and a proposal for the provision ofBLS patient transport in response thereto; and WHEREAS, after evaluating all such submittals, the City has determined that it is in the best interests of the City to enter into a contract for basic life support ambulance transportation services with AMR, and has negotiated an agreement for such; and Whereas, AMR has indicated a willingness to provide a compassionate care policy consistent with the City's philosophy favoring such a policy. NOW, THEREFORE, In consideration of the covenants and conditions of this AGREEMENT, the parties agree as follows: BASIC LIFE SUPPORT - AMBULANCE TRANSPORTATION SERVICES AGREEMENT Page 1 ~--- Section 1. Basic Life Support Ambulance Transportation Services Agreement The following is the City of Auburn's Agreement for BLS Ambulance Transportation, in accordance with the City's request for proposals for such services and AMR's submitted proposal therefore, except as and to the extent expressly provided herein. Section 2. Scope 2.1 The scope hereof is for AMR to provide BLS transport services within the City of Auburn, working under the direct supervision of the Auburn Fire Department, within the fire department's service area, and as provided herein. 2.2 The term of this Agreement shall be three (3) years from the effective date of February 1, 2006. The City, at its sole discretion, may renew this Agreement for two (2) additional one (1) year terms, each upon terms and conditions satisfactory to the City. The renewal shall be completed upon execution of an addendum by all. 2.3 The Auburn Fire Department retains the right to provide patient transport, as set forth herein below. Section 3. Definitions For the purposes of clarity and consistency, the following words shall have the following meanings in this RFP unless the context clearly requires a different meaning. 3.1 "Ambulance Unit" means the vehicle and personnel provided by AMR responding to a request for BLS service. 3.2 "At Scene Time" means the point in time when the ambulance unit reports it is physically stopped at the correct scene. In situations where the unit has been directed to respond to a location other than the scene, e.g., staging areas for hazardous materials/violent crime incidents, or non-secured scenes, "at scene time" shall be the point in time the ambulance unit reports it has arrived at the designated staging location. In instances when an ambulance unit fails to report when it has arrived "at scene," "at scene time" shall mean the point in time of the first communication or status transmission from the scene by that ambulance unit. BASIC LIFE SUPPORT - AMBULANCE TRANSPORTATION SERVICES AGREEMENT Page 2 ~. 3.3 "Basic Life Support" means non-lllvaslve emergency medical treatment services as defined in RCW 18-73 and WAC 246-976. 3.4 "Business License Clerk" means such City employees or agents as the Mayor shall designate to issue and administer business licenses under the Auburn City Code, or any designee thereof. 3.5 "City" means the City of Auburn and includes the Auburn Fire Department. 3.6 "Contract Administrator" shall mean the City's Chief of Emergency Medical Services. 3.7 "Contractor" means any person, corporation, or other legal entity that operates an ambulance for hire and in compliance with federal, state, county, and City rules and regulations. 3.8 "Fire Department" or "Department" or "AFD" means the Auburn Fire Department and includes the City. 3.9 "Fire Official" means the Fire Chief or the Fire Chiefs designee. 3.10 "Incident Commander" means the Auburn Fire Department person in charge of the emergency response at an incident. 3.11 "Performance Standards" are those standards as required in section 4 of the Agreement. 3.12 "Region" means the geographical boundaries of King County and Pierce County, Washington. 3.13 "Request Received" means the point in time when the incident address is confirmed by AMR's dispatcher. 3.14 "Response Time" means the time interval from the time when AMR's dispatcher receives a request for service to the time an ambulance unit arrives at the scene of the incident. 3.15 "Primary Coverage Area" means the incorporated City limits of Auburn and Algona as well as the boundaries of King County Fire District 31 that are not currently incorporated into one of these two cities. Section 4. Performance Standards 4.1 Scope of Work BASIC LIFE SUPPORT - AMBULANCE TRANSPORTATION SERVICES AGREEMENT Page 3 4.1.1 AMR agrees that the City of Auburn Fire Department is the sole and exclusive provider of initial Basic Life Support services within the City of Auburn, the City of Algona, Fire District No. 31, and other contracted areas. This encompasses all calls generated by the 911 system. 4.1.2 AMR may do other work within the City limits (e.g., scheduled transports, non-ambulance medical transportation, special event standby coverage, HMO/Government contract work, etc.); provided, the outside work does not materially affect AMR's peak load capacity, disaster readiness, and overall efficiency, and does not detract from AMR's primary service responsibilities to the City. 4.2 A current business license 4.2.1 Title 5.20.100 of the Auburn Municipal Code, as now enacted or hereafter amended, shall apply for the duration of this Agreement. AMR shall obtain and maintain a City business license and shall meet all conditions of Title 5.20.100 for the Auburn Municipal Code throughout the duration of this Agreement. 4.3 Patient Care Standards 4.3.1 AMR shall continuously meet or exceed the patient care performance standards as provided by State law and the most current King County Patient Care Guidelines for Basic Life Support. Additionally, AMR shall have its own Medical Direction Program. In the event there are conflicts among these standards, the controlling standard shall be State law, then the King County Patient Care Guidelines, and then AMR's Medical Direction Program. 4.3.2 Transport Protocols. AMR shall adhere to AFD transport protocols for services performed under this Agreement. BASIC LIFE SUPPORT - AMBULANCE TRANSPORTATION SERVICES AGREEMENT Page 4 4.3.2.1 AMR agrees that it is the responsibility of AFD to provide rapid initial BLS response to all requests for medical assistance and advanced life support to medical emergencies within the City. Except when authorized by the AFD, AMR shall not provide rapid initial response or advanced life support to medical emergencies within the City covered under this Agreement. 4.3.2.2 When AMR arrives at an incident scene in response to an AFD request, AMR's personnel shall report to the Incident Commander, or his/her designee, in charge of the emergency who shall, when appropriate, designate the mode of transportation and the hospital to be utilized. Patients in a life-threatening or potentially life-threatening condition shall be transported to area hospitals as directed by AFD. 4.3.2.3 AMR shall immediately request the services of AFD and, if appropriate, King County Medic I, if AMR receives a citizen request for emergency medical assistance. In the event that a non-life-threatening emergency being handled by AMR becomes an emergency requiring the services of an ALS technician, AMR shall immediately request the services of the AFD. 4.3.3 Liquidated Damages. In the event AMR fails to meet or exceed patient care performance standards and transport protocols, AMR shall pay the City liquidated damages as described in Section 7. 4.3.4 Patient Care Performance Standards Monitoring. AMR shall ensure its personnel complete documents related to responses and patient care, including, but not limited to, Pre-hospital Care Reports (PCRs), Against Medical Advice Summary Audits (AMA), and ambulance response failure/unusual occurrence forms. Such documents shall be made available to the City upon request. BASIC LIFE SUPPORT - AMBULANCE TRANSPORTATION SERVICES AGREEMENT Page 5 AMR shall provide to the AFD by the 10th day of each calendar month a report summarizing its patient care performance during the preceding month. Monthly during the first three months of operation, and quarterly thereafter, AMR and the AFD shall meet to discuss matters of concern and to review adherence to patient care performance standards and transport protocols. The purpose of these meetings will be to maintain open and proactive communications, resolve problems, and to provide an arena to confer about patient care performance on the part of AMR or AFD 4.4 Response Time Performance 4.4.1 Standards. Every calendar month, AMR shall meet or exceed the following standards within the City of Auburn's primary coverage area. Response times shall be measured in minutes and seconds, and shall be timed-stamped by AMR's computer aided dispatch (CAD) system. 4.4.1.1 Emergency Incident Response Performance Standard. AMR shall respond to ninety percent (90%) of all requests within 9 minutes, 59 seconds in a "code yellow" status unless asked to upgrade by the requesting AFD unit. The maximum response time is 14 minutes, 59 seconds on any request. In any instance where AMR cannot arrive within 9 minutes, 59 seconds, the AFD shall be entitled to provide such patient transport. 4.4.1.2 Ramp-up period. Notwithstanding the provisions hereof pertaining to time- lines for performance standards, AMR shall have a grace period, commencing on the effective date of this Agreement and ending on April 15, 2006, to ramp-up its resources to assure its ability to respond within the performance standards time-lines, during this grace period no penalties and liquidated damages shall be assessed. BASIC LIFE SUPPORT - AMBULANCE TRANSPORTATION SERVICES AGREEMENT Page 6 4.4.2 Liquidated Damages. In the event AMR's response times do not fall within the emergency incident response performance standard, and the City does not grant an exemption to the delay or non- response, AMR shall pay to the City liquidated damages as described in Section 7. 4.4.3 Performance Incentive. During a calendar month and in the event AMR meets or exceeds a ninety percent (90%) response rate in its primary coverage area, AFD shall waive liquidated damages described in Section 7.1 for that month; provided, that during that month AFD has not performed BLS transport due to AMR exceeding the maximum response time, failing to respond, failing to properly staff or equip unit, failing to report on-scene, or for mechanical failure. 4.4.4 Exemption to Response Time Performance Standards. AMR may apply and AFD may grant exemptions to response time performance standards in situations beyond AMR's control that cause unavoidable delays or no response. APD shall examine each request for exemption and shall take into consideration AMR's staffing levels, dispatch times, in-service times, traffic, street blockages, severe weather, and other influencing factors. If AFD determines the circumstances warrant, AFD shall grant an exemption of the response from the performance standards. To be eligible for such an exemption, AMR shall apply for the exemption with supporting documentation no later than the month following the month of the occurrence. The following subsections describe situations where AFD will grant an exemption. The list below is not all inclusive. 4.4.4.1 Multiple Unit/ Concurrent Response In the event two (2) or more units are simultaneously committed to one (1) incident, the first arriving unit shall be held to the response time standard. APD shall grant an exemption for each unit starting with the second unit BASIC LIFE SUPPORT - AMBULANCE TRANSPORTATION SERVICES AGREEMENT Page 7 provided the additional unit arrives at the scene within 20 minutes. 4.4.4.2 Concurrent Responses In the event that two (2) units are independently committed to two (2) independent incidents, both units shall be held to the response time standard. 4.4.4.3 Declared Disaster. In the event an emergency is declared as defined by Ch. 43.06 RCW, AFD shall grant an exemption for all units during the declared emergency. 4.4.4.4 Canceled Request. In the event a request is canceled prior to or at the unit's arrival on scene for reasons other than exceeding the maximum response time standard, AFD shall grant an exemption. 4.4.4.5 Response Location Errors. In the event AFD provides an inaccurate address, or if the location does not exist, AFD shall grant a response time exemption, except if the incorrect response is the result of an error made by Contractor's personnel, in that event AFD shall not grant an exemption. 4.4.4.6 Response Location Change. In the event AFD changes the incident location and the change delays the unit's response time because the unit must reroute farther than one (I) city block to respond to the call, AFD shall grant an exemption. 4.4.4. 7 Response Delayed by Accident. In the event the unit is involved in an accident and carrnot continue to respond to the call, AFD will grant an exemption provided the accident is not the fault of the ambulance unit, as determined by the Auburn Police Department of other responding law enforcement agency. 4.4.4.8 Response Requested to Area Outside Primary Coverage Area. In the event the City requests AMR to respond to an area outside of its primary coverage area, AFD shall grant BASIC LIFE SUPPORT - AMBULANCE TRANSPORTATION SERVICES AGREEMENT Page 8 an exemption to the Emergency Response Performance Standard on the condition that AMR use diligence to respond to the scene within a reasonable time under the circumstances, which diligence and reasonable time shall be as determined by the City. 4.4.5 Response Time Performance Monitoriug. AMR shall provide to APD by the 10th day of each calendar month, a report detailing its response time performance during the preceding month and any applications for exemptions. AMR shall document each instance wherein a response resulted in a response time in excess of the response performance standard, and shall detail the reason for such delayed response time. Contractor shall take all steps necessary to eliminate causes of poor response time performance and upon request shall provide the City with a summary of such corrective actions. 4.5 Inquiries and Complaints. AMR shall provide prompt written responses and follow-up to inquiries and complaints. Such responses shall be subject to the limitations imposed by patient confidentiality restrictions. Contractor shall provide to AFD by the 10th day of each calendar month a list of all complaints received and their respective dispositions. Copies of such complaints will be made available to the City upon request. Any complaint received by the City shall be forwarded to AMR for action, and AMR shall forward the disposition of the incident to the City within twenty-one (21) days ofreceipt. 4.6 Dispatch and Communications 4.6.1 Contractor's Dispatch/Communications Equipment and Personnel. AMR shall furnish, operate, maintain, and replace or upgrade its dispatch and communications equipment, radios, telephone equipment, computer aided dispatch system equipment, including hardware and software, and all other equipment and software necessary for its provision of emergency BLS services. 4.6.2 Computer Aided Dispatching. AMR shall utilize a CAD system to record dispatch information for all requests for services. AMR's BASIC LIFE SUPPORT - AMBULANCE TRANSPORTATION SERVICES AGREEMENT Page 9 CAD system shall generate, either automatically or through manual entry, a dispatch record using generally accepted coding conventions and time-stamping rules. The City may reqUire dispatch information to be provided on diskette or modem download for integration and review. AMR shall ensure that all dispatching and communications with its ambulance units is conducted in a manner that meets or exceeds all federal, state, and local requirements, including AFD's policies and procedures. If, upon the effective date of this Agreement, AMR does not utilize an acceptable CAD system, it shall, no later than six (6) months after the effective date of the Agreement obtain and fully utilize an acceptable CAD system. The failure of AMR to obtain and utilize a CAD system within the time period provided in this subsection shall result in liquidated damages as provided in Section 7. 4.6.3 Dispatch Communications. AMR shall record and maintain for a minimum of 365 days by tape or other voice recording media all radio and telephone communications with and between persons or agencies requesting ambulance service, its units, personnel, and the Valley Communications Center, including time track. Such recordings and records shall be made available to the City upon request. 4.6.4 Emergency Alerting Devices. AMR shall equip each ambulance unit with installed radio communications equipment capable of notifying ambulance personnel of response needs. In addition, each ambulance unit shall contain at least one (1) portable two-way radio to provide the driver or attendant with alerting and two-way communications capabilities when away from the ambulance unit. 4.6.5 AMR shall not refuse to transport any person, when such person is determined by the AFD Incident Commander to fall under the category of having a life threatening, potentially life threatening, or other medical emergency. Charges for services shall be made BASIC LIFE SUPPORT - AMBULANCE TRANSPORTATION SERVICES AGREEMENT Page 10 only to a patient actually transported by Contractor. Under no circumstances shall the City have any liability whatsoever for AMR's transportation of the patient, or cost incurred by AMR whether or not they transport. 4.6.6 AMR shall transport a patient to a medical facility or hospital as directed by AFD personnel or to a hospital of the patient's choice. If Hospital Control designates a specific hospital in a multiple casualty incident or by a paramedic or higher medical authority at the scene of the emergency, AMR shall transport the patient to that facility. All patients in life-threatening, potentially life-threatening, or other serious medical emergencies may be transported to area hospitals by AFD aid units, medic units, or ambulances as determined by the AFD Incident Commander. 4.6.7 AMR shall not install or operate any device or means on its units that can be utilized to control traffic signaling devices, including, but not limited, to Opticoms. 4.7 Vehicle Markings and Advertising Restrictions. Markings on ambulance units shall not include seven (7) or ten (10) digit phone numbers or other advertising. The only telephone number allowed is "9-1-1". AMR's standard logo, including its name, is permitted. Temporary display applications must be approved by AFD prior to use. 4.8 Equipment Maintenance. 4.8.1 AMR shall be solely responsible for furnishing all equipment and parts for the maintenance of vehicles, on board equipment, supplies, and facilities used by AMR in performance of its work. 4.8.2 All equipment and supplies used by AMR must meet and comply with all standards established by federal, state, and local laws, rules, and regulations. 4.8.3 AMR shall be responsible for its radio system, channel selection, securing, authorization for use, and the proper operation of the radio system. 4.9 Contractor's Personnel. BASIC LIFE SUPPORT - AMBULANCE TRANSPORTATION SERVICES AGREEMENT Page 11 4.9.1 Staffing. For each ambulance unit responding to requests for BLS service, AMR shall have at least two (2) personnel who are certified and accredited as Emergency Medical Technicians-B CEMT-B"). 4.9.2 Character aud Competence of Personnel. AMR will ensure that its personnel conduct themselves in a professional and courteous manner. AMR's personnel shall be competent and shall hold all required licenses, permits and certificates in their respective trades or professions. AMR's personnel shall wear uniforms that clearly identify AMR's business name as well as the name of the particular employee. All personnel shall have a neat, clean appearance, shall be courteous to patients, shall refrain from unprofessional conduct or the use of foul language, and shall abide by all applicable federal, state, and City laws and regulations. The City may demand the removal of any employee or subcontractor of Contractor, subject to appropriate investigation and determination, for misconduct or incompetent or negligent performance. Such persons shall not be allowed to perform services under this contract without the written consent ofthe City. 4.10 Outside Work. AMR may do other work within the City limits (e.g., scheduled transports, non-ambulance medical transportation, special event standby coverage, HMO/Government contract work, etc.); provided, the outside work does not materially affect AMR's peak load capacity, disaster readiness, and overall efficiency, and does not detract from AMR's primary service responsibilities to the City. 4.11 Back-up Work. AMR may provide back-up ambulance services outside of the City limits, but shall not utilize the equipment, personnel, or resources, which are the subject of this Agreement, for providing primary ambulance coverage outside the City limits. 4.12 Major Emergency and Disaster Response within the City, KCFPD #31 or other jurisdictions covered by the Auburn Fire Department. BASIC LIFE SUPPORT - AMBULANCE TRANSPORTATION SERVICES AGREEMENT Page 12 4.12.1 Major Emergency or Disaster Declared. In the event the Fire Chief, Mayor and/or Emergency Manager determine there is a major emergency or disaster, AFD may notify AMR that the normal course of business under the Agreement may be interrupted. Immediately upon such notification, AMR shall commit such resources as are requested by AFD and reasonably available by AMR, given the nature of the incident, and shall assist in accordance with applicable disaster plans and protocols. 4.12.2 Response Time Performance Standards. AMR shall be released by the City from response time performance standards and liquidated damages, until notified by the City, that such disaster assistance may be terminated; provided, however, that AMR shall use due diligence to respond to the scene in an expeditious manner. 4.12.3 City-High Priority. AMR acknowledges that the City is entering into this Agreement with AMR for the benefit of the public. AMR shall consider the City as a customer of high priority and shall make its best effort to provide emergency and non-emergency BLS services to the City in a timely manner. AMR shall develop a mechanism for the immediate recall of personnel to staff units during multi-casualty situations, times of peak overload, or major emergency and disaster situations. This plan shall include the ability of AMR to alert off-duty personnel. 4.12.4 Major Emergeucy or Disaster Termiuated. When major emergency or disaster assistance has been terminated, AMR shall resume normal operations as rapidly as is practical considering exhaustion of personnel, need for restocking, and other relevant considerations. 4.13 Incident Response to Other Local Jurisdictious. In the event an Auburn Fire Official determines an incident affects a local or neighboring jurisdiction, AFD may notify AMR that the normal course of business under the Agreement may be interrupted. Immediately upon such notification, AMR may commit such resources as are requested by AFD, given the nature of the BASIC LIFE SUPPORT - AMBULANCE TRANSPORTATION SERVICES AGREEMENT Page 13 incident, and shall assist m accordance with disaster plans and protocols applicable in the locality where the disaster has occurred. Normal (i.e., not disaster related) mutual aid or multi-casualty incident assistance rendered by AMR shall be performed in accordance with approved instant aid/mutual aid agreements, and EMS agency policies and procedures. In the course of rendering such instant aid/mutual aid services, AMR shall not automatically be exempt from response time standards otherwise imposed by this Agreement. AMR shall manage any response to such instant aid/mutual aid requests in a marrner that does not jeopardize AMR's ability to render response time performance as required herein. 4.14 Inspectious. 4.14.1 Examination and Audit of Records. At any time during normal business hours and as often as may reasonably be deemed necessary, City representatives and the EMS Medical Director(s) may observe AMR's operations. Additionally, AMR shall make available for examination and audit, with 15 days prior written notice, all contracts, invoices, materials, payrolls, inventory records, records of personnel (with the exception of confidential personnel records), daily logs, conditions of employment, all operational and procedure policy manuals, excerpts or transcripts from such records, all relevant fiscal records and other data related to all matters covered by this Agreement except as prohibited by law. 4.14.2 Observe Operations and Ride Along. City representatives and the EMS Chief, may, at any time, and without notification, directly observe Contractor's operation of its EMS Communications Center, maintenance facility, and any ambulance post location. A City representative and the EMS Chief, may, after providing at least five minutes notice, ride as third person on any of AMR's ambulance units, provided however, that in exercising this right to inspection and observation, such representatives shall conduct BASIC LIFE SUPPORT - AMBULANCE TRANSPORTATION SERVICES AGREEMENT Page 14 themselves in a professional and courteous manner, shall not interfere in any way with Contractor's personnel in the performance of their duties and contractual responsibilities, shall, at all times, be respectful of Contractor's employer/employee relationship and abide by all HIP AA regulations. 4.14.3 Time and Notification. The City's right to observe and inspect Contractor's business office operations or records shall be restricted to normal business hours, and reasonable notification shall be given by Contractor in advance of any such visit. 4.14.4 Cooperation. AMR will cooperate with and respond to the AFD, the AFD EMS Chief and the City on all matters related to the provIsIOn of emergency and non-emergency BLS ambulance services. 4.15 Billing, Collection, and Reporting. AMR shall be responsible for all billing and collection functions related to services rendered pursuant to this Agreement. AMR shall perform all such billing and collection functions in a professional and courteous manner and in accordance "ith applicable federal, state, and local laws, regulations, procedures and policies including, without limitation, collection and credit reporting laws. AMR will not attempt to collect fees at the scene, en route, or upon delivery of the patient to a health facility for services rendered. Section 5. Contractor Rates 5.1 Compensation. AMR's sole financial compensation for services rendered under this Agreement shall be the rates billed and collected from patients and responsible third parties. The City, local taxes, or subsidies shall not fund any services provided by Contractor. 5.2 Rates to be Filed. AMR shall file with the City Clerk and the Fire Official its schedule of rates to be charged for services during the period of this Agreement. The schedule of rates shall be a matter of public record open to public inspection in the City Clerk's Office. The schedule of rates must be adhered to by AMR. If rates are periodically adjusted during the business license period, they must be filed with the City Clerk. It is provided, however, BASIC LIFE SUPPORT - AMBULANCE TRANSPORTATION SERVICES AGREEMENT Page 15 that in no event shall the provision of care for ambulance service by AMR be based upon or affected by the individual's insurance status, economic status, or ability to pay for medical services. Section 6.0. Contractor Payments to the City 6.1 Monthly Payment. By the 10th day of every calendar month, AMR shall make a payment of $ 3,085 per month to the City. Payment shall be made payable to the "City of Auburn" to cover the City's costs of administering this Agreement. The City represents that $3,085 is fair market value for the costs of administering this Agreement. Such costs include, but are not limited to, the following: 6.1.1 The City's costs associated with monitoring Contractor's compliance with this Agreement; and 6.1.2 The City's incremental costs associated with quality control. 6.2 Adjusted for Iuflation. The monthly payment amount shall be annually adjusted on the anniversary of the Effective Date of this Agreement using the preceding calendar year's annual Consumer Price Index for all urban consumers Seattle- Tacoma-Bremerton metropolitan area as determined by the U.S. Department of Labor, Bureau of Labor Statistics, to eliminate the effects of inflation. On the annual anniversary date of this Agreement, the City shall provide AMR with a letter delineating the bases for the montWy payments in order to satisfy Medicare requirements. Section 7. Liquidated Damages This Agreement provides for the payment of liquidated damages in certain circumstances of non-performance, breach, and default. Each party agrees that the damaged party's actual damages in each such circumstance would be difficult or impossible to ascertain, and that the liquidated damages provided for herein with respect to each such circumstance are intended to place the damaged party in the same economic position as it would have been in had the circumstance not occurred. Nothing in this section shall be construed to limit any remedies, including termination, provided for herein with respect to any non-performance, breach, or default by AMR. Each and every call that does not adhere to the scope of services - performance standards shall first be classified as an alleged performance failure. Each alleged performance failure shall be investigated by BASIC LIFE SUPPORT - AMBULANCE TRANSPORTATION SERVICES AGREEMENT Page 16 AMR and evaluated by City. The City shall determine whether there were appropriate or acceptable extenuating circumstances that caused or significantly contributed to the performance failure. AMR shall pay liquidated damages to the City for all performance failures that are determined to be the fault of AMR and not the result of an extenuating circumstance. All payments for liquidated damages shall be made payable to the "City of Auburn. " 7.1 Liquidated Damages for Emergency Request. For any individual response to a request that exceeds 9 minutes, 59 seconds, AMR shall be assessed liquidated damages at a rate of fifty dollars ($50) per minute, or fraction thereof, for each minute to a maximum of two hundred fifty dollars ($250). 7.2 Liquidated Damages for Failure to Respond. In the event AMR fails or is unable to respond, AMR shall be assessed liquidated damages of five hundred dollars ($500) per incident. 7.3 Liquidated Damages for Failure to Properly Staff Unit. In the event AMR fails to staff any ambulance unit pursuant to subsection 4.9.1, AMR shall be assessed five hundred dollars ($500) per unit hour or portion thereof. 7.4 Liquidated Damages for Failure to Furnish Required Documentation. In the event Contractor fails to furnish required information, reports, or documentation within the time period specified by this Agreement or by the City's request, the City may, at its option, impose liquidated damages of fifty dollars ($50) per day for each item of such information, report, or document. Such liquidated damages shall not be applied in cases where the cause of such reporting deficiency was beyond AMR's reasonable control, as determined by and in the sole discretion of the City. 7.5 Liquidated Damages for Mechanical Failure. If an ambulance vehicle experiences a mechanical failure (breakdown) while transporting a patient to a hospital, AMR shall be assessed liquidated damages of Five Hundred Dollars ($500.00) except when AMR has provided timely and appropriate patient transfer and when AMR has properly maintained the vehicle, which appropriateness of patient transfer and proper vehicle maintenance shall be as determined by the City. BASIC LIFE SUPPORT - AMBULANCE TRANSPORTATION SERVICES AGREEMENT Page 17 7.6 Liquidated Damages for Failure of Crew to Report. AMR shall be assessed liquidated damages of Fifty Dollars ($50) for failure of the ambulance crew to report their on-scene arrival to its dispatcher for any of its calls. AMR shall be assessed liquidated damages of five hundred dollars ($500) for each incident where AFD determines that the crew, dispatchers, or management personnel of AMR reported a false on-scene arrival time. 7.7 Liquidated Damages for Failure to Obtain and Utilize CAD. AMR shall be assessed liquidated damages of Two Hundred Fifty Dollars ($250) per day for failure to utilize an acceptable CAD system within six (6) months of the effective date of this Agreement. 7.8 Aggregated Failure. If in any contract year AMR maintains a response time performance level at less than 90% montWy compliance in any four (4) months or two (2) consecutive months, the City shall have the right to terminate this Agreement. 7.9 Invoicing and Payment of Liquidated Damages. No more frequently than monthly and at least quarterly, the City shall invoice Contractor for any liquidated damages assessed during the prior period. AMR shall pay the liquidated damages within 30 days of receipt of invoice. In the event the City fails to invoice within 30 days of the end of the prior period, the liquidated damages shall be deemed waived for the period. 7.10 Appeal of Liquidated Damages Assessment. AMR may request that the City's Contract Administrator reconsider imposition of liquidated damages. In instances when the City's Contract Administrator reviewed the circumstances for imposing liquidated damages and determined that the grounds were sufficient to justifY the imposition of the liquidated damages, AMR shall have the right to appeal such determination to the Auburn Fire Official. The Contract Administrator shall report the reasons for the determination to impose liquidated damages to the Auburn Fire Official. The ruling of the Auburn Fire Official shall be final. Section 8. Termination 8.1 Written Advance Notice. Either party may terminate this Agreement by providing ninety (90) days advance written notice to the other party of that BASIC LIFE SUPPORT - AMBULANCE TRANSPORTATION SERVICES AGREEMENT Page 18 party's intent to terminate. A breach of the terms of this agreement need not occur to terminate under this section. If this Agreement is terminated, the City of Auburn has the right to offer the remainder of the existing Agreement and it's extensions to an existing Contractor within the City for right of first refusal. In the event that AMR chooses to exercise its right to terminate under this section, it shall pay to the City a penalty of Ten Thousand Dollars ($10,000), to offset the City's costs in procuring a new contractor. This will be the City's sole remedy for such termination. 8.2 AMR Breach and Provisions for Early Termination. Conditions and circumstances that constitute a breach of the Agreement include, but are not limited to, the following: 8.2.1 Failure of AMR to perform III accordance with any of the provisions of this Agreement. 8.2.2 Failure of AMR to operate the system in a manner that enables the City and AMR to remain in compliance with federal or state laws, rules, or regulations. 8.2.3 Falsification of information supplied by AMR during the term of this Agreement, including but not limited to altering the presumptive run code designations to enhance AMR's apparent performance or falsification of any other data required under the contract. 8.2.4 Creating patient responses or transports so as to artificially inflate run volumes. 8.2.5 Failure of AMR to provide data generated in the course of operations, including but not limited to dispatch data, patient report data, response time data, or financial data. 8.2.6 Excessive and unauthorized scaling down of operations to the detriment of performance during the period between the decision to terminate this Agreement and the actual effective date of such termination. BASIC LIFE SUPPORT - AMBULANCE TRANSPORTATION SERVICES AGREEMENT Page 19 8.2.7 Failure of Contractor's personnel to conduct themselves in a professional and courteous marrner and present a professional appearance. 8.2.8 Failure of AMR to maintain equipment III accordance with manufacturer recommended maintenance procedures. 8.2.9 Failure of AMR to cooperate with and assist the City after breach has been declared. 8.2.10 Acceptance by AMR or AMR's personnel of any bribe, kickback or consideration of any kind in exchange for any consideration whatsoever, when such consideration or action on the part of AMR or AMR's personnel could be reasonably construed as a violation of federal, state, or local law. 8.2.11 Payment by AMR or any of AMR's personnel of any bribe, kickback, or consideration of any kind to any federal, state, or local public official or consultant in exchange for any consideration whatsoever, when such consideration could be reasonably construed as a violation of any federal, state, or local law. 8.2.12 Failure of AMR to meet the standard of care as established by this Agreement. 8.2.13 Failure of AMR to maintain msurance in accordance with this Agreement. 8.2.14 Failure of AMR to meet response time requirements as set forth in this Agreement. 8.2.15 The filing of any bankruptcy or any other similar action, which, in the opinion of the City, places the performance of the contract at risk. 8.2.16 Failure to submit reports and information under the terms and conditions outlined in this Agreement. Section 9. City's Remedies 9.1 If conditions or circumstances constituting a breach as set forth above are determined to exist, the City shall have all rights and remedies available at law BASIC LIFE SUPPORT - AMBULANCE TRANSPORTATION SERVICES AGREEMENT Page 20 or in equity under this Agreement, specifically including the right to terminate the Agreement. Section 10. Process for Termination of Contract Due to Breach 10.1 In the event of breach, the City will give AMR written notice, return receipt requested, setting forth with reasonable specificity the nature of the breach. Within five (5) calendar days of receipt of such notice, AMR will deliver to the City, in writing, a plan to cure such breach. The plan will be updated, in wTiting, every five (5) calendar days until the breach is cured. AMR shall have the right to cure such breach within thirty (30) calendar days of receipt of notice of breach. If AMR fails to cure such breach within the time period allowed for cure (such failure to be determined by the sole and absolute discretion of the City), or AMR fails to timely deliver the cure plan, or updates to the City, the City may immediately terminate the Agreement. AMR will cooperate completely and immediately with the City to effect a prompt and orderly transfer of all responsibilities to the City. 10.2 AMR will not be prohibited from disputing any findings of breach through litigation; provided, however, that such litigation will not have the effect of delaying, in any way, the immediate transfer of operations to the City. These provisions will be specifically stipulated and agreed to by both parties as being reasonable and necessary for the protection of public health and safety. Any legal dispute concerning the finding that a breach has occurred will be initiated and shall take place only after the transfer of operations to the City has been completed, and will not, under any circumstances, delay the process of transferring operations to the City. 10.3 AMR's cooperation with and full support of the City's termination of the Agreement will not be construed as acceptance by AMR of the finding of breach. However, failure on the part of AMR to cooperate fully with the City to effect a smooth and safe transition shall itself constitute a breach of contract. 10.4 In the event an agreement with one contractor is terminated, the remaining contractor shall have the right to assume the territory served by the terminated BASIC LIFE SUPPORT - AMBULANCE TRANSPORTATION SERVICES AGREEMENT Page 21 contractor. The intent to assume such territory shall be provided to the City in writing within fourteen (14) days of receiving notice from the City of the termination of the other contractor. Section 11. "Force majeure" Provisions Either party may terminate this Agreement and be fully relieved from any obligations hereunder where the party's ability to fully perform its obligations under this Agreement because of extraordinary event beyond the control of the parties, such as flood, war, riot, act of God, change in the law or decisions of any competent judicial forum that prevents one or both parties from fulfilling their obligations under the Agreement. Section 12. Transitiou Period Provisions. 12.1 Should AMR fail to prevail in a future procurement cycle, AMR will agree to continue to provide all services required in and under the Agreement until a new contractor assumes service responsibilities. To assure continued performance fully consistent with the requirements of the Agreement through any such period, the period between the decision to terminate this Agreement and the actual effective date of such termination, the following provisions will apply: 12.2 AMR will continue all operations and support services at the same level of effort and performance that were in effect prior to the award of the subsequent agreement to a competing provider. 12.3 AMR will make no changes in methods of operation which could reasonably be considered to be aimed at cutting AMR services and operating costs to maximize profits during the final stages of the Agreement. 12.4 The City recognizes that if a competing provider should prevail in a future procurement cycle, AMR may reasonably begin to prepare for transition of the service to a new contractor. The City will not unreasonably withhold its approval of AMR's request to begin an orderly transition process, including reasonable plans to relocate staff, scale down certain inventory items, etc. as BASIC LIFE SUPPORT - AMBULANCE TRANSPORTATION SERVICES AGREEMENT Page 22 long as such transition activity does not impair AMR's performance during this period. Section 13. Proprietary and Confidential Information. AMR acknowledges that the City is required by law to make its records available for public inspection, with certain exceptions (see RCW Chapter 42.17). City staff believes that this legal obligation would not require the disclosure of proprietary descriptive information that contains valuable designs, drawings, or formulas. AMR, by submission of materials marked proprietary and confidential, nevertheless acknowledges and agrees that the City will have no obligation or any liability to AMR in the event that the City must disclose these materials. Section 14. Indemnification. AMR does hereby release and shall defend, indemnify, and hold the City and its employees and agents harmless from all losses, liabilities, claims, costs (including attorneys' fees), actions or damages of any sort whatsoever arising out of AMR's performing the services contemplated by this Agreement except to the extent attributable to the negligent acts or omissions of the City. The indemnification provided for in this section shall survive any termination or expiration of this Agreement. If any employee of AMR brings any action against the City, the indemnification obligation of AMR set forth in this section shall not be limited by a limit on the amount or type of damages, compensation or benefits payable by or for AMR under RCW Title 51, the Industrial Insurance Act, or any other employee benefit act. In addition, solely for the purpose of giving full effect to the indemnities contained herein and not for the benefit of AMR's employees or any third parties, AMR waives its immunity under RCW Title 51. AMR acknowledges that the foregoing waiver was mutually negotiated. Section 15. Insurance. AMR shall procure and maintain for the duration of the Agreement, insurance of the types and in the amounts described in Exhibit A attached and incorporated by this reference. BASIC LIFE SUPPORT - AMBULANCE TRANSPORTATION SERVICES AGREEMENT Page 23 Section 16. Compliance with Law. 16.1 General Requirement. AMR, at its sole cost and expense, shall perform and comply with all applicable laws of the United States and the State of Washington, the municipal code and ordinances of the City, and rules, regulations, orders, and directives of their administrative agencies and the officers thereof. Without limiting the generality of this paragraph, AMR shall specifically comply with the following requirements of this section. 16.1.1 Licenses and Similar Authorizations. AMR, at no expense to the City, shall secure and maintain in full force and effect during the term of this Agreement all required licenses, permits, and similar legal authorizations, and comply with all requirements thereof. 16.1.2 Taxes. AMR shall pay, before delinquency, all taxes, levies, and assessments arising from its activities and undertakings under this Agreement; taxes levied on its property, equipment and improvements; and taxes on AMR's interest in this Agreement. 16.1.3 Use of Recycled Content Paper. AMR shall, whenever practicable, use recycled content paper on all documents submitted to the City. Section 17. Contractual Relationship. This Agreement does not constitute AMR as an agent or legal representative of the City for any purpose whatsoever, and the relationship of AMR to the City by reason of this Agreement shall be that of an independent contractor. AMR is not granted any express or implied right or authority to assume or create any obligation or responsibility on behalf of or in the name of the City or to bind the City in any manner or thing whatsoever. Both parties, in the performance of the Agreement, will be acting in their individual capacities and not as agents, employees, partners, joint ventures or associates of one another. The employees, subcontractors, or agents of one party shall not be deemed or construed to be the employees, subcontractors, or agents of the other party for any purpose whatsoever. AMR shall ensure that all AMR's employees, subcontractors, and agents are properly trained and fully equipped to perform their assigned tasks. BASIC LIFE SUPPORT - AMBULANCE TRANSPORTATION SERVICES AGREEMENT Page 24 Section 18. Discrimination. In the hiring of employees for the performance of work under this Agreement or any sub- contract, AMR, its sub-contractors, or any person acting on behalf of AMR or sub- contractor shall comply with all applicable federal, state and local discrimination laws. Section 19. Assignment and Subcontracting. AMR shall not assign or subcontract any of its obligations under this Agreement without the City's prior written consent. The City's written consent may be granted or withheld in the City's sole discretion. Any subcontract made by AMR shall incorporate by reference all the terms of this Agreement. AMR shall ensure that all subcontractors comply with the obligations and requirements of this Agreement. The City's consent to any assignment or subcontract shall not release AMR from liability under this Agreement, or from any obligation to be performed under this Agreement, whether occurring before or after such consent, assignment, or subcontract. Section 20. Amendments. No modification or amendment of the provisions hereof shall be effective unless in writing and signed by authorized representatives of the parties hereto. The parties hereto expressly reserve the right to modify this Agreement, from time to time, by mutual agreement. Section 21. Executory Agreement. This Agreement will not be considered valid until signed by both parties. Section 22. Bindiug Effect. The provisions, covenants and conditions in this Agreement apply to bind the parties, their legal heirs, representatives, successors, and assigns. Section 23. Applicable Law. This Agreement shall be construed and interpreted in accordance with the laws of the State of Washington. The venue of any action brought hereunder shall be in the Superior Court for King County. BASIC LIFE SUPPORT - AMBULANCE TRANSPORTATION SERVICES AGREEMENT Page 25 Section 24. Remedies Cumulative. Remedies under this Agreement are cumulative; the use of one remedy shall not be taken to exclude or waive the right to use another. Section 25. Captions. The titles of sections are for convenience only and do not define or limit the contents. Section 26. Severability. If any term or provision of this Agreement shall, to any extent, be determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. Section 27. Waiver. No covenant, term, or condition or the breach thereof shall be deemed waived, except by written consent of the party against whom the waiver is claimed, and any waiver of the breach of any covenant, term, or condition shall not be deemed to be a waiver of any preceding or succeeding breach of the same or any other covenant, term, or condition. Acceptance by the City of any performance by AMR after the time the same shall have become due shall not constitute a waiver by the City of the breach or default of any covenant, term, or condition unless otherwise expressly agreed to by the City in writing. Section 28. Entire Agreement. This document, along with any exhibits and attachments, constitutes the entire agreement between the parties with respect to the scope of work herein. No verbal agreements or conversations between any officer, agent, associate, or employee of the City and any officer, agency, employee, or associate of AMR prior to the execution of this Agreement shall affect or modify any of the terms or obligations contained in this Agreement. Section 29. Negotiated Agreement. BASIC LIFE SUPPORT - AMBULANCE TRANSPORTATION SERVICES AGREEMENT Page 26 The parties to this Agreement acknowledge that it is a negotiated agreement, that they have had the opportunity to have this Agreement reviewed by their respective legal counsel, and that the terms and conditions of this Agreement are not to be construed against any party on the basis of such party's draftsmanship thereof. Section 30. Breach of Agreement. The City considers any breach of the Agreement serious and will seek remedies commensurate with the severity and magnitude of the event. Remedies could include but are not limited to corrective measures, liquidated damages, probation or suspension, or termination of the Agreement. It is the intent and desire of the City to maintain a good working relationship with AMR while at the same time ensuring service to the community. Section 31. Addresses for Notices. All notices to be delivered hereunder shall be in writing and shall be delivered or mailed to the following addresses: If to City: Mayor or designee Auburn City Hall 25 West Main Street Auburn, WA 98001 and to: If to Contractor: Bob Berschauer, Director of Operations, AMR 13075 Gateway Drive, Suite 100 Seattle, W A 98168 and to: Legal Department American Medical Response, Inc. 6200 South Syracuse Way, Suite 200 Greenwood Village, CO 80111 Contract Administrator Auburn Fire Department Fire Station No. 31. 1101 D Street NE Auburn, W A 98002 or such other respective addresses as may be specified herein or as either party may, from time to time, designate in writing. Section 32. Disputes. Any disputes or misunderstandings that may anse under this Agreement concerlllng AMR's performance shall first be resolved through amicable negotiations, if possible, between AMR's Project Manager and the City's Contract Administrator, or if necessary shall be referred to the Fire Chief and AMR's senior executive(s). If such officials do not BASIC LIFE SUPPORT - AMBuLANCE TRANSPORTATION SERVICES AGREEMENT Page 27 agree upon a decision within a reasonable period of time, the parties may pursue other legal means to resolve such disputes, including but not limited to alternate dispute resolution processes. Section 33. Authority. Each party has full power and authority to enter into and perform this Agreement, and the person signing this Agreement on behalf of each party has been properly authorized and empowered to enter into this Agreement. Each party further acknowledges that it has read this Agreement, understands it, and agrees to be bound by it. IN WITNESS WHEREOF, the City and Contractor have caused this Agreement to be executed. ,..-. - .. -- -l CONTRACTOR: Laidlaw Medical Transportation, Iuc. CITY' of Auburn J ~~ L.~:~:/~'~ -- Print Name: Louis K. Mever. Vice-President Date: jlifa Peter Date: JAN 2 3 2006 Attest: \tltSi:! c!:Jd~ e E. Daskam, City Clerk By: Print Name: Date: BASIC LIFE SUPPORT - AMBULANCE TRANSPORTATION SERVICES AGREEMENT Page 28 EXHIBIT "A" INSURANCE REQUIREMENT Insurance AMR shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by AMR, its agents, representatives, or employees. A. Minimum Scope of Insurance AMR shall obtain insurance of the types described below: 1. Automobile Liabilitv insurance covering all owned, non-owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. 2. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 Oland shall cover liability arising from premises, operations, independent contractors and personal injury and advertising injury. The City shall be named as an insured under AMR's Commercial General Liability insurance policy with respect to the work performed for the City. 3. Excess Liabilitv insurance covering both the Commercial General Liability and Automobile policies. With limits not less than $4,000,000 in excess of the limits cited above. 4. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. 5. Professional Liabi1itv insurance appropriate to the Contractor's profession. B. Minimum Amounts ofInsurance AMR shall maintain the following insurance limits: 1. Automobile Liabilitv insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. 2. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate. 3. Excess Liability insurance shall be written with limits no less than $4,000,000 per occurrence in excess of both the CGL and Auto Liability policies cited above. 4. Professional Liabilitv insurance shall be written ",ith limits no less than $1,000,000 per claim and $1,000,000 policy aggregate limit. BASIC LIFE SUPPORT - AMBULANCE TRANSPORTATION SERVICES AGREEMENT Page 29 C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability, Professional Liability and Commercial General Liability insurance: 1. AMR's insurance coverage shall be primary insurance as respect the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of AMR's insurance and shall not contribute with it. 2. AMR's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. E. Verification of Coverage AMR shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of AMR before commencement of the work. Evidence of Insurance - The following documents must be provided as evidence of msurance coverage: 1. A copy of the policy's declarations pages, showing the Insuring Company, policy effective dates, limits of liability and the Schedule of Forms and Endorsements. The City reserves the right to require a copy or certified copy of said policy or policies including all forms and endorsements attached. 2.. A copy of the endorsement naming the City of Auburn as an Additional Insured (excluding Professional Liability Insurance), showing the policy number, and signed by an authorized representative of the insurance company on Form CG2026 (ISO) or equivalent. 3. A copy of the "Endorsements Form List" to the policy or policies showing endorsements issued on the policy, and including any company-specific or manuscript endorsements. 4. A copy of an endorsement stating that the coverage's provided by this policy to the City or any other named insured shall not be terminated, BASIC LIFE SUPPORT - AMBULANCE TRANSPORTATION SERVICES AGREEMENT Page 30 reduced or otherwise materially changed without providing at least forty- five (45) days prior written notice to the City of Auburn. 5. A copy of a "Separation of Insured's" or "Severability of Interest's" clause, indicating essentially that - except with respect to the limits of insurance, and any rights or duties specifically assigned to the first named insured, this insurance applies as if each named insured were the only named insured, and separately to each insured against whom claim is made or suit is brought (Commercial General Liability & Business Automobile Liability Insurance). BASIC LIFE SUPPORT - AMBULANCE TRANSPORTATION SERVICES AGREEMENT Page 31