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					AGREEMENT TO PROVIDE ADVANCED LIFE SUPPORT AMBULANCE
        SERVICE FOR THE COUNTY OF MONTEREY

This AGREEMENT is made and entered into by and between the County of Monterey, a
political subdivision of the State of California, hereinafter referred to as “County” and
American Medical Response West, hereinafter referred to as “CONTRACTOR”.

                                            RECITALS

A.        WHEREAS, the CONTRACTOR has the expertise and capabilities necessary to provide
          Advanced Life Support Ambulance Service for the County of Monterey.

NOW THEREFORE, the County and CONTRACTOR, for the consideration hereinafter named,
agree as follows:

                           PERFORMANCE OF THE AGREEMENT

Upon consideration and evaluation of the CONTRACTOR’s services, capabilities, and
resources, the County hereby engages the CONTRACTOR for providing said services.

         Following are the terms and conditions that both parties agree to in order for the proper
          administration of, and performance of, the contractual obligations within this
          AGREEMENT.

                              1.0 PROGRAM RESPONSIBILITIES

1.1       County Responsibilities

          Under this Agreement, the County has the following responsibilities to:

                 a) Represent the interest of its constituents.
                 b) Monitor and enforce the Emergency Medical Services (EMS) Ordinance.
                 c) Monitor compliance and enforce contractual terms.
                 d) Temporarily replace the CONTRACTOR in case of non-performance.
                 e) Provide a Medical Director for clinical oversight and medical control.
                 f) Provide a Tiburon Computer Aided Dispatch (CAD) and associated
                    infrastructure for CONTRACTOR to use for communications, dispatch and
                    reporting.
                 g) Provide CONTRACTOR with the use of its existing Emergency
                    Communications Center on the basis that a separate agreement for its use will
                    be negotiated by County and CONTRACTOR in good faith.


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1.2   County Medical Director Responsibilities

      The County Medical Director is selected and employed by or under contract with the
      County, at the County’s expense, and exercises his/her authority through the EMS
      Agency. The County Medical Director and EMS Agency regulate all clinical aspects of
      the emergency medical services system that affect patient care. Accordingly, the Medical
      Director has the following responsibilities to:

            a) Meet the requirements for medical direction required by California law.
            b) Recommend to the EMS Director and the Director of Health medically
               appropriate response-time standards for ambulance services.
            c) Establish standards for patient care including those for ambulances, first-
               responder vehicles, and on-board equipment.
            d) Develop and revise protocols for ambulance and first-responder services.
            e) Develop and/or approve the Communications Center clinical protocols.
            f) Conduct medical audits as needed.
            g) Develop and administer the standards and requirements for local accreditation
               and certification of ambulance, first-responder, and EMS communications
               personnel.
            h) Develop or approve educational material and information to assure that base-
               station physicians are knowledgeable about the EMS system and its procedures.
            i) Conduct inspections of all vehicles, equipment, and supplies on both an
               announced and unannounced basis.
            j) Assist the EMS Director in monitoring the response-time performance of
               CONTRACTOR.
            k) Assist in the development of standards and procedures used in the investigation
               and resolution of disputes regarding the application of exemptions from
               response-time penalties.
            l) Approve the standards regulating specialized critical care, aero-medical
               transportation, point-to-point wheelchair, litter van, and other types of medical
               transportation, including standards limiting which types of patients may be
               transported by each, and to issue, suspend, revoke, and renew permits for the
               operation of such units as required by the EMS Ordinance.

1.3   CONTRACTOR’S Responsibilities: (Communications)

      The CONTRACTOR shall dispatch communications, either directly or through
      subcontract with a qualified agency, including the following:

            a) Employment of required dispatch personnel
            b) Maintenance of telephone, radio, CAD, and other infrastructure, not currently
               being provided by the County, required to efficiently meet the contractual
               requirements.
            c) Answer all medical calls and process requests for service according to
               contractual requirements.

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              d) Consistently adhere to priority dispatch and pre-arrival instruction protocols
                 approved by the Medical Director.
              e) Implement and strictly adhere to Level 2 Call Prioritization (Priority Dispatch),
                 pursuant to County policy, of all requests for ambulance service received by
                 CONTRACTOR within the County.
              f) Participate in quality assurance and improvement processes.
              g) Efficiently dispatch the CONTRACTOR’S ambulances and notify first-
                 responder agencies as required by applicable protocols and agreements.
              h) Record and report all pertinent information about each request and response as
                 required by the Agreement, protocols, and agreements.

1.4   CONTRACTOR’S Responsibilities: (Operations)

      1.4.1 The CONTRACTOR shall furnish and manage dispatch and field operations
            including, but not limited to the following:

              a) The employment of field personnel.
              b) The supervision and management of CONTRACTOR’S employees.
              c) Provision and maintenance of the vehicles and equipment, other than County-
                 provided radio equipment.
              d) In-service training of CONTRACTOR’S employees, by the first date of
                 implementation of the Agreement. The cost of instructors and facilities shall be
                 borne by the CONTRACTOR.
              e) The implementation and management of a quality-improvement system that
                 functions as an integral part of the current County EMS Quality-Improvement
                 (QI) Program at all times during the Agreement.
              f) Purchasing and inventory control of all clinical equipment and supplies used by
                 CONTRACTOR and/or supplied to first responders.
              g) Support services necessary to operate the system.
              h) Provision and management of an accounts-receivable system.
              i) Accurate completion and timely submission of approved clinical and billing-
                 related data.
              j) Meeting contractual response-time and other performance requirements in
                 compliance with State regulations, the EMS Ordinance, the Agreement, and the
                 County EMS Policy and Procedure Manual.
              k) Participate and cooperate with the Medical Director in medical audits and
                 investigations.
              l) Report contract compliance on a weekly and/or monthly basis, while providing a
                 verifiable audit trail and, documentation of that performance.

      1.4.2   The County EMS system is designed to establish the County EMS Agency as the
              regulator of services, and to place the responsibility for operational performance
              and all of the factors of production necessary to cost-effectively achieve that
              performance under the control of the CONTRACTOR.



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                                 2.0 SCOPE OF SERVICE

2.1   Scope of Service

      Pursuant to the applicable State and County ordinances and regulations and in order to
      provide for the health, safety and welfare of its constituents and visitors, the County
      hereby grants CONTRACTOR as its sole source provider the exclusive and sole right to
      provide emergency ambulance services and non-emergency ambulance services within
      the County’s Exclusive Operating Area. The CONTRACTOR shall provide all ground
      ambulance service, including ambulance dispatch, for the entire population of the
      identified Exclusive Operating Area in the County. In this system design, the County
      grants an exclusive franchise for all ground ambulance service, with limited exceptions,
      through this Agreement to the CONTRACTOR.

2.2   Air Craft Services

      EMS Aircraft services are provided by established public and private operators and will
      not be the responsibility of the CONTRACTOR.

2.3   Special Exceptions

      Provided that CONTRACTOR declines to implement a neonatal and perinatal specific
      transport program for a health care facility and has informed County of its decision, the
      County may grant a limited special exception to the exclusive franchise by contracting
      with the health care facility or another ambulance operator to implement such program.
      Any special exception shall be mutually approved in writing by the County and
      CONTRACTOR.

2.4   City of Carmel/Carmel Valley Fire Protection District

      The CONTRACTOR shall not be responsible for ambulance responses within the City of
      Carmel or the Carmel Valley Fire Protection District, except as requested for mutual aid.
      The CONTRACTOR will not be responsible for transporting inter-facility and discharge
      ambulance patients whose destination is within the City of Carmel or the Carmel Valley
      Fire Protection District, except as requested by the patient, the patient’s agent, or the
      patient’s physician.

2.5   Hospital Inter-facility Transports

      2.5.1 Ambulance services originating at or arranged by a hospital are covered under this
            Agreement. Such services will be subject to the exclusivity, response-time, and
            pricing provisions of this Agreement.

      2.5.2 All ambulance services shall be provided at the advanced life support (ALS) level.
            Additionally, the CONTRACTOR shall furnish (a) stand-by coverage for special

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               events, (b) inter-facility transfers, (c) critical care transport, (d) long-distance
               transfers originating within the County, (e) reasonable mutual aid services, (f)
               special contract services, and (g) communications and medical dispatch services.
               The County expects the CONTRACTOR to cooperate in reducing the number of
               ambulance transports that are not medically necessary.

Certain requests for ambulance services originating in the County may be made by the Monterey
County Health Department, Behavioral Health Division. The CONTRACTOR shall provide all
such authorized ambulance services according to the response-time and other performance
requirements of this Agreement. The Behavioral Health Division will pay for authorized
services in an amount that is equivalent to the MediCal rates for ambulance services in effect on
the date that the transport is completed.

                                  3.0 TERM OF AGREEMENT

Subject to the termination of County’s current agreement with its ambulance provider, the term
of this Agreement shall be for a period of one year from August 1, 2008 through July 31, 2009
unless extended by mutual agreement. Any extension of the term shall include: (i) a minimum
rate increase equal to the percentage increase in the US-Medical Care Services consumer price
index during the most recent 12 month period for which published figures are available from the
U.S. Department of Labor; or (ii) such greater increase as substantiated by CONTRACTOR’s
costs.

                                4.0 CLINICAL PERFORMANCE

4.1    MEDICAL PROTOCOLS

       CONTRACTOR shall comply with all medical protocols and other requirements of the
       County system standard of care as established by the Monterey County Medical Director
       (hereinafter MCMD). In addition, upon facilitation and approval from the MCMD,
       CONTRACTOR commits to the following clinical enhancements:

       4.1.1    California Optional Scope of Practice:

                Upon request by County, CONTRACTOR commits to funding and training costs
                associated with the expansion of any State of California new optional skills and/or
                new medications. If the new optional skills or new medications increase
                CONTRACTOR’s costs to provide services, CONTRACTOR shall have the right
                to increase rates to account for those costs. This commitment will remain in place
                for the life of this Agreement.

       4.1.2    Material Management and Quality Assurance:




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               CONTRACTOR shall insure that all ambulances are response-ready at all times
               with fully functional equipment and fully stocked, in order to provide fast, safe
               and effective care. CONTRACTOR’s Supply Coordinator will be responsible for
               overseeing both the Material Management and Quality Assurance programs. This
               includes the ordering and restocking of ambulance supplies, record keeping and
               maintenance logs for biomedical equipment, hospital pickup and/or dropped-off
               equipment, and equipment cleaning (biomedical equipment must be properly
               disposed of according to Federal, State, Local and County policies).

4.2    CLINICAL CREDENTIALS FOR FIELD PERSONNEL:

CONTRACTOR shall staff all ambulances with a minimum of one (1) paramedic and one (1)
EMT. Ambulance personnel shall maintain all mandatory County certifications as well as any
additional CONTRACTOR requirements. CONTRACTOR shall maintain copies of current and
valid licenses, certifications and/or accreditations on file at all times within their Operations
Center in accordance with County requirements for all personnel. Continuing education courses
will be offered at no cost to employees. County will have access to the CONTRACTOR’S
Operations Center and all certification files when requested. Training and certifications available
for review by County shall include:

       4.2.1   Advanced Cardiac Life Support (ACLS) Certification:

               CONTRACTOR’S paramedics shall maintain current certification in Advanced
               Cardiac Life Support (ACLS) in compliance with the American Heart
               Association.

       4.2.2   Required Trauma Training:

               CONTRACTOR’S paramedics shall be trained and certified in Pre-hospital
               Trauma Life Support (PHTLS) or Basic Trauma Life Support (BTLS). This
               training will be completed within the first twelve (12) months of employment.

       4.2.3   Required Pediatric Advanced Life Support Course and a Neonatal
               Resuscitation Course:

               CONTRACTOR shall staff each ALS ambulance with a minimum of one (1)
               paramedic certified in an Advanced Pediatric course and in an advanced Neonatal
               Resuscitation course as required. This training will be completed within the first
               twelve (12) months of employment.

       4.2.4   Company Orientation and Ongoing Preparedness:

               Prior to assigning personnel to respond to emergency medical requests,
               CONTRACTOR shall provide each new employee with training and orientation
               to include CONTRACTOR’S, County and the EMSA’s policies and procedures,
               as well as the Monterey EMS system overview and their Annual Report.

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      4.2.5   Preparation for Multi-casualty Response:

              CONTRACTOR’S personnel including field, support and supervisors, shall be
              trained in their respective roles and responsibilities under the County’s Multi-
              casualty Incident (MCI) Plan.

      4.2.6   Certified Emergency Vehicle Operations (CEVO) Training:

              CONTRACTOR shall maintain an ongoing CEVO training program, which is the
              nationally recognized CEVO defensive driving course, for all ambulance
              personnel and staff.

      4.2.7   Assaultive Behavior Management Training:

              All ambulance personnel shall receive, as part of a Continuing Education
              program, training with emphasis on learning the knowledge, understanding and
              skills to effectively manage patients with psychiatric, drug/alcohol or other
              behavioral or stress-related problems.

      4.2.8   Infection Control:

              CONTRACTOR shall maintain strict policies and procedures for infectious and
              communicable-disease exposure and control, including the handling and disposal
              of contaminated materials. Infectious disease awareness and OSHA and NIOSH-
              related training shall be included.

      4.2.9   Critical Incident Stress Debriefing (CISD):

              CONTRACTOR shall establish a critical incident stress debriefing program as
              well as an ongoing stress reduction program for employees. These programs shall
              be submitted to the County for approval.

      4.2.10 Incident Command Structure (ICS), Level 100:

              All CONTRACTOR employees shall be required to attain level 100 training
              during orientation, and all Supervisors and Field Training Officers (FTO) shall be
              required to attain levels 200 and 300 within the first (12) months of this
              Agreement.

4.3   QUALITY IMPROVEMENT PROCESS

      4.3.1   Implementation Requirements

              Upon implementation of the Agreement CONTRACTOR agrees to work with the


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        County to implement a Quality Improvement Process for the County EMS
        System.

4.3.2   Continuous Quality Improvement (CQI) Program

        The Continuous Quality Improvement Program shall include at a minimum, but is
        not limited to, the following:

               a) 10% chart audit standard in conjunction with audits of events as
                  identified in Section 4.5 in order to thoroughly evaluate patient care
                  actions
               b) Reviewing and updating training and educational programs
               c) Providing regular training and continuing education on a scheduled
                  basis
               d) Conducting investigations to resolve all internal and external
                  complaints
               e) Continual evaluations and updates, when appropriate, of protocols,
                  procedures and patient-care standards
               f) Contractor shall participate in the County EMS Quality Improvement
                  process
               g) A traditional 3-step, quality improvement approach, which includes
                  Prospective Review, Concurrent Review and Retrospective Review
                  for all field personnel as detailed below:

4.3.3   Prospective

        Elements of the CONTRACTOR’s prospective phase shall include focused
        recruitment, written patient-care protocols, clinical and operational policies, and
        an ongoing training program. All these prospective components shall be aimed at
        providing the employee with performance expectations and preplanning responses
        to given situations, incidents and patient conditions.

        CONTRACTOR shall provide a comprehensive set of policies that address
        clinical, safety, operational issues and established performance expectations for
        all field personnel. Policies are to be updated as needed to stay current with new
        laws, industry standards and health care guidelines. Policy review shall be
        incorporated into all new-employee orientations and any changes or updates to
        policies shall be addressed under a continuing education program.

        The Prospective review is broad based and shall include the following:

               a)   Recruiting and hiring quality personnel
               b)   Adequate refresher training to keep skills sharp
               c)   Development of clinically advanced protocols
               d)   State-of-the-art equipment that is properly maintained
               e)   Review of clinical studies that may impact pre-hospital care

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               f) Ensuring that all personnel have current certifications at all times

4.3.4   Concurrent

        Elements of both the concurrent and retrospective phases shall focus on
        monitoring performance and application of procedures. CONTRACTOR shall
        accomplish this using the following mechanisms:

        4.3.4.1 Field Training Officer (FTO) Observation:

               As part of their probation and orientation, field employees are required to
               work under the direct observation of an FTO until they are able to
               successfully complete all field-training objectives. New EMTs must
               successfully complete a competency-based evaluation before being
               released to the field to work independently. CONTRACTOR shall
               provide County with a copy of its Field Training Education Program
               (FTEP).

        4.3.4.2 EMS supervisors:

               CONTRACTOR shall use best efforts to ensure that its EMS supervisors
               spend most of their time in the field providing direct observation and
               immediate feedback to employees. They shall respond on calls with field
               crews to observe, evaluate and provide support, including a review of
               Patient Care Reports (PCRs) to ensure completeness, accuracy and
               compliance to local protocols. CONTRACTOR shall:

               a) Provide a continuously updated copy of treatment protocols in each
                  ambulance.
               b) Provide each employee with a personalized pocket guidebook that has
                  protocols, policies and other useful information relating directly to the
                  County EMS System.
               c) Ensure employees capture an accurate recording of information and
                  treatment provided by first responders to ensure that continuity of care
                  is provided and documented.
               d) Document accurate clinical information gathered during patient
                  encounters, for medical and legal reasons, and assist in the CQI
                  process. Examples of captured data shall include charting the accurate
                  number of intravenous attempts versus success, the number of
                  intubation attempts versus successes, etc.
               e) Develop a clinically sophisticated FTO Program.

        4.3.4.3 Dispatch:

               Dispatch supervisors shall track actual unit movements and compliance
               with coverage plans using the County’s CAD.

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       4.3.5   Retrospective

               Elements of the retrospective phase shall include:

               a) Data Collection and Analysis – CONTRACTOR agrees to accomplish these
                  tasks through an innovative and highly reliable electronic data collection
                  system.

               b) Formulating solutions identified through the CQI process. Once a solution is
                  identified, it shall be incorporated back into the prospective phase through
                  policy revision, the use of new equipment or supplies, remedial training for a
                  single employee or targeted education for all personnel. When training is
                  completed, new policies are implemented or new equipment is used, the
                  monitoring process shall begin again to ensure that it appropriately addressed
                  the issue.

       4.3.6   Audits by FTOs

               FTOs shall be required to randomly audit field documentation. They shall review
               records and perform random audits in the field as necessary or requested by the
               County.

       4.3.7   Customer Feedback

               For early detection of individual or system issues, the County will be relying
               heavily on feedback from the CONTRACTOR, including the patients they
               transport, the allied agencies they work with in the field and receiving-hospital
               personnel.

4.4    PEER REVIEW

CONTRACTOR shall make available designated field personnel to participate in CQI activities.
Peer evaluation processes shall include at a minimum:

               a)   Statistical Review
               b)   Controlled Substance Review
               c)   Regulatory Compliance
               d)   Utilization Review
               e)   Equipment and Procedure Review
               f)   Research and Development
               g)   Training and Continuing Education Review
               h)   Customer Service and Patient Care Review

4.5    CLINICAL AND OPERATONAL BENCHMARKING AND RESEARCH


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CONTRACTOR shall benchmark Key Clinical Indicators (KCI) and Key Performance
Indicators (KPI), as well as participate in research programs containing the following critical
components:

              a) All charts involving intubation and advanced airway skills
              b) All charts involving a cardiac arrest reviewed in accordance with Utstein
                 protocols.
              c) Presumptive impressions at dispatch compared to field intervention
              d) Fractal measurement of time to first defibrillation
              e) Twenty-five percent of the charts involving a Code-3 (lights and siren) return
                 to the hospital.
              f) 100% review of the non-transport including “patient refusal of transport”,
                 “vehicle breakdown on way to call or during transport”, and “lost en-route”.
              g) Intravenous line starts.
              h) Medication errors tracked and benchmarked at a 0% level.
              i) The AMA rate (the number of times patients refuse treatment or transport
                 against medical advice) tracked and benchmarked.
              j) Patient care complaints tracked and benchmarked.
              k) Ambulance accidents and incidents tracked and benchmarked.
              l) Fractal measurement maintained and reviewed monthly for ALS response
                 times of ambulances, QRVs and First Responders.

CONTRACTOR will conduct chart and benchmarking reviews. CONTRACTOR’s Clinical and
Educational Specialists will assist the Medical Director as well as CONTRACTOR’s FTOs.

4.6   IN-SERVICE TRAINING

CONTRACTOR shall provide field training at no cost to employees, including:

               a)   Blood-borne pathogen training
               b)   Lifting and body mechanics training
               c)   Hazardous communications training
               d)   ICS certification
               e)   Weapons of mass destruction training
               f)   CEVO driving update
               g)   HIPAA training and compliance
               h)   Regulatory and compliance training
               i)   Human resources/sexual harassment training
               j)   Diversity awareness training
               k)   Customer service training




         5.0 EMPLOYEE RECRUITMENT SCREENING AND ORIENTATION


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5.1   EMPLOYEE SCREENING

All new employees shall go through a pre-employment screening process. Any employment
offer shall remain contingent until the applicant passes the following items:

              a)   Drug test
              b)   Lift test
              c)   Criminal background and reference check
              d)   Credentials verification
              e)   Driving record verification
              f)   Previous employment references verification

5.2   EMPLOYEE ORIENTATION

      5.2.1   CONTRACTOR shall ensure that all new employees have a clear understanding
              of the standards and guidelines on how to perform as an integral member of the
              program.

      5.2.2   The classroom orientation process shall cover the fundamental skills essential to
              job success. During this time, new employees shall receive an employee
              handbook that contains training and policy manuals. The orientation class shall
              include but is not limited to the following:

              a) CONTRACTOR standards and mission code of conduct
              b) Overview of the field training process
              c) Workplace diversity
              d) Harassment-free workplace
              e) Medical and legal guidelines
              f) Emergency vehicle operations
              g) Injury and illness prevention program
              h) Hazardous materials management
              i) Critical-incident stress debriefing
              j) Workplace health and safety
              k) Violence in the workplace
              l) Customer service
              m) Billing process
              n) Policies and procedures
              o) Tuberculosis screening / Hepatitis B immunization
              p) Human resources issues, such as benefits and payroll
              q) Patient privacy and confidentiality
              r) Weapons of mass destruction
              s) Geography overview
              t) Blood-borne/airborne pathogens
              u) ICS level 100
              v) System-status management

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               w) Vehicle maintenance
               x) Quality-improvement standards
                      6.0 PRECEPTOR QUALIFICATONS/STATUS

CONTRACTOR’s preceptors or FTOs must demonstrate not only superior levels of medical
care; they must also provide excellent customer service in the field and in how they represent
both the County and CONTRACTOR in the community. CONTRACTOR shall fully develop
their County preceptor standards in partnership with the EMS Agency and County Medical
Director.

               7.0 INTERNAL STAFF SUPPORT FOR MEDICAL DIRECTOR

7.1   MEDICAL OVERSIGHT:

CONTRACTOR shall provide the services of a qualified individual to work cooperatively under
the direction of the MCMD and to offer any necessary medical oversight to CONTRACTOR.

7.2   STAFF SUPPORT

The Clinical/QI Department for the CONTRACTOR shall include a Clinical Services Manager.
In addition, CONTRACTOR FTOs shall actively participate in all aspects of the County QI
program. All of these resources shall be made available to facilitate interaction with the
County’s and Medical Director’s duties and responsibilities.

                         8.0 CONTROL CENTER OPERATIONS

8.1    Qualifications of Personnel:

Communication workers shall be trained according to Emergency Medical Dispatch
(EMD) National Standard Curriculum, and receive appropriate orientation to
CONTRACTOR’S deployment methods. Training shall include the use of pre -arrival
protocols, priority dispatch, and operation of the syndromic bio-surveillance system.

       8.1.2   Quality Improvement

               CONTRACTOR shall provide an internal quality improvement program that
               meets the case review and protocol compliance standards established by the
               National Academy of Emergency Dispatch (NAED). The specific elements of the
               CONTRACTOR’s case review process shall include at a minimum the following:

                     a) 7-10% of all calls for medical assistance selected at random and 100%
                        of all calls involving CPR, choking incidents, or childbirth instruction
                        shall be reviewed each month for compliance (specific calls may also


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                             be reviewed at the request of a patient or their family, supervisory or
                             administrative staff, or a responding or regulatory agency).
                        b)   An MPDS case evaluation is completed for each reviewed call and
                             entered into a database.
                        c)   Completed evaluations are distributed to dispatch supervisors each
                             month along with a report of the compliance of each dispatcher.
                        d)   Dispatch supervisors review and evaluate calls with individual
                             dispatchers and they both sign the evaluation form, which is then
                             returned to the CQI unit for review and filing.
                        e)   A Quality Improvement Summary Report, Determinant Drift Report
                             and Protocol Compliance Summary Report are prepared monthly by
                             the EMS Program Coordinator and distributed, as appropriate.
                        f)   The results from case review information are used to assist in planning
                             Continuing Dispatch Education curriculum.

8.2     In Service Training

CONTRACTOR shall conduct in-service training sessions at a minimum of four (4) times a year
for its dispatch employees. All required training and certifications are to be made available to the
CONTRACTOR’s employees at no cost. The following are guidelines for the content of the
quarterly training sessions:

               a)   Updates on activities that affect the system (start of each session)
               b)   Monterey County update
               c)   Training issues
               d)   EMD case review issues
               e)   Policy and procedures updates
               f)   Legal updates
               g)   Employee recognition
               h)   Radio and/or CAD system revisions or updates
               i)   Backup 911Center activation
               j)   Presentations by specialty law enforcement, Fire and EMS units

In addition to in-service training, CONTRACTOR shall conduct regular shift meetings
throughout the year. These mandatory meetings are a chance for shift supervisors and staff to
meet and discuss operational issues and to review operational policies, procedures and practices.

8.3    Employee Recruitment, Screening and Orientation

      8.3.1    Recruitment

               CONTRACTOR shall recruit and select the most qualified persons for all
               positions. Recruitment and selection shall be conducted in an affirmative manner
               to provide equal employment opportunity and prohibit discrimination because of
               race, politics, religious creed, sex, marital status, ancestry, color, national origin,


                                                  14
        age, sexual orientation or any other non-merit factors while maintaining
        maximum flexibility.

        CONTRACTOR shall require successful pre-employment testing in accordance
        with CONTRACTOR’s existing standard recruitment methods which meet the
        requirements outlined by the County.

8.3.2   Screening

        CONTRACTOR’s screening process for dispatcher candidates shall be in
        accordance with all standards and costs required by the County Communications
        Center for pre-employment screening and background checks. In addition,
        CONTRACTOR’s screening process shall include at a minimum the following:

               a) Evaluation of training and experience as set forth in the position
                  description to determine if the applicant meets the minimum job
                  specifications
               b) A scored performance test
               c) A scored oral interview panel
               d) A list of eligible candidates based on final overall examination scores,
                  which establishes ranking on the list
               e) A conditional job offer, subject to the applicant passing a drug test, a
                  hearing test, a vision test and psychological fitness examination

8.3.3   Orientation and Training Phases

        8.3.3.1 CONTRACTOR’s training shall serve three broad purposes: (1) well-
                 trained call takers and dispatchers are better prepared to act decisively
                 and correctly in a broad spectrum of situations; (2) training results in
                 greater productivity and effectiveness; and (3) training fosters
                 cooperation and unity of purpose with coworkers and other emergency
                 agencies.

        8.3.3.2 Training shall start with a one-week orientation with a Communications
                Training Officer (CTO) on the dispatch floor. During this time, the
                trainee shall be exposed to the CAD computer, the different resources
                available, and all radio and phone positions. At the end of the
                orientation, the trainee shall be expected to have successfully completed
                a Dispatcher Trainee Orientation Checklist.

        8.3.3.3 After successfully completing the first phase of training, the trainee shall
                enter the on-the-job section of the training process, which shall be broken
                down into EMS, Phones and DATA. This phase shall also include
                “Benchmarks” – a series of tests and exams the trainee must pass to move
                forward.


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              8.3.3.4 Once training is completed, the trainee shall be assigned a supervisor for
                      the duration of their probation program. The supervisor will complete a
                      Supervisor Weekly Evaluation Report (SWER) each week, as
                      determined by the Operations Manager. If there are no problems during
                      the final phase of training, the supervisor will complete the SWER once
                      a month until the completion of probation.

8.4   System Status and Deployment Plan

      8.4.1   Deployment Planning:

              CONTRACTOR shall finalize locations of stations and posts prior to Agreement
              implementation or a later time as agreed by the parties. The initial posting plan
              must be approved by the EMS Agency.

      8.4.2   Surge Capacity:

              In the event of a large scale incident or disaster that overwhelms the system
              resources, the CONTRACTOR shall request, via the Medical Health Operational
              Area Coordinator additional ALS, BLS and CCT ambulances. In the event of a
              major incident, the CONTRACTOR shall immediately staff all available
              ambulance vehicles to assist with responses and coverage. In addition,
              CONTRACTOR agrees to support mutual aid agreements.

8.5   Computer Aided Dispatch

      8.5.1   Backup Systems and Disaster Recovery

              CONTRACTOR shall work with the County Communications Center for the use
              of all necessary backup and disaster recovery systems to ensure no interruptions
              of dispatch function or data collection will occur.

      8.5.2   Fault Tolerance

              CONTRACTOR agrees to work with the County to provide a system that shall
              use redundant hardware and software and backup systems.

      8.5.3   CAD Reports

              Subject to the County’s CAD functionalities, abilities and performance, the
              following are standard CAD reports; however, custom reports shall be created to
              meet any additional contractual requirements:

                     a) Response-time compliance



                                              16
                    b) A list of each and every emergency call dispatched in which
                       CONTRACTOR does not meet the response-time standard, divided by
                       emergency response zone
                    c) Canceled transports
                    d) Exception reports and resolution
                    e) Penalties and exemptions
                    f) Response-time statistical data
                    g) Custom reports shall be created to meet any additional contractual
                       requirement as required by the County

             8.5.3.1 Within ten (10) working days following the last day of each month,
                     CONTRACTOR will use best efforts to provide ambulance response-time
                     reports to the County in computer-readable format approved by the
                     County’s Contract Administrator and suitable for statistical analysis for all
                     ambulance responses originating from requests to the County
                     communications center. The record shall include the following data
                     elements, but is not limited to data, which is frozen at midnight on the last
                     day of the month being reported. An edit report must be provided, even if
                     it reflects that no edits of data occurred. Finally, County’s Contract
                     Administrator must approve all edits of data:

                         a) Unit identifier
                         b) Location of call – street address
                         c) Location of call – city or unincorporated community
                         d) Location of call – Thomas Brother’s map coordinates
                         e) Location of call – EMS zone
                         f) Location of call – latitude and longitude
                         g) Urban or rural
                         h) Nature of call (EMD code)
                         i) Code to scene
                         j) Call priority (one, two or three)
                         k) Time call received
                         l) Time call dispatched
                         m) Time unit en route
                         n) Time unit on-scene
                         o) Time unit en route to hospital
                         p) Time unit at hospital
                         q) Time unit clear and available for next call
                         r) Outcome (dry run, transport)
                         s) Receiving hospital
                         t) Code to hospital
                         u) Major trauma
                         v) Number of patients transported
                         w) EMS incident number

8.6   Syndromic Biosurveillance System

                                              17
       CONTRACTOR agrees to participate in the County Bio-surveillance System.

8.7    QuicNet Clinical Data

       CONTRACTOR shall provide County with clinical data through QuicNet software and
       platform. CONTRACTOR shall provide the data in a format and in time intervals
       mutually agreed upon by the parties. Subject to all applicable laws and regulations,
       CONTRACTOR will provide County with patient care records.

8.8    Terminals

       The CONTRACTOR shall provide three (3) terminals including: 1) CAD administrative
       terminal; 2) Bio-surveillance terminal; and 3) QuicNet System Access, for installation at
       the County EMS Agency or County approved locations. These three (3) terminals shall
       consist of one or more computers and displays and shall be used to observe and oversee
       the CONTRACTOR’S performance. The CAD and data contained within it shall be the
       property of the County.




                                 9.0 HUMAN RESOURCES

9.1    All potential employees will be interviewed using CONTRACTOR’s standardized hiring
       process. All new employees, including those transitioning into the County or those from
       the previous provider’s work force, shall be required to pass a pre-employment drug
       screening and background check at CONTRACTOR’s expense. These employees will
       also be required to attend a condensed CONTRACTOR orientation program for which
       they will be compensated.

9.2    CONTRACTOR agrees to the use of a competent and verifiable source for Pre-
       employment background checks and Drug Screening. At any point in the Agreement, the
       CONTRACTOR shall be able to obtain a complete overview of a transitional employee’s
       background.

                    10.0 FIRST RESPONDER PROGRAM SUPPORT

10.1   Incident Command System

       All CONTRACTOR’s employees shall be trained to function within the National
       Incident Management System (NIMS), which was recently adopted by the United States
       Department of Homeland Security and which is now required to be used at the National,
       State, County and local levels of response. The Incident Command System (ICS) is a



                                              18
       critical component of NIMS. CONTRACTOR’s employees shall be effectively integrated
       into the Command Structure when they possess a working knowledge of the system.

10.2   Return of Fire Department Personnel

       CONTRACTOR agrees to return all Fire personnel within thirty (30) minutes of the
       completion of the transport. This will be accomplished either by transporting ambulance
       or field supervisor. If a timely return is impossible using CONTRACTOR resources, and
       the responding agency is unable to pick up its personnel, a taxicab will be immediately
       dispatched and paid for by the CONTRACTOR.

10.3   Biohazard Waste

       Fire Department personnel shall be allowed to appropriately secure all biohazard waste,
       which they will turn over to CONTRACTOR personnel for proper disposal.

10.4   Vendor Purchasing

       CONTRACTOR shall extend any and all purchasing agreements, as permitted under the
       terms of the Agreement and any applicable laws or regulations, to all first responder
       agencies so that they can take advantage of any price breaks afforded to CONTRACTOR
       by suppliers.

10.5   ALS Standby Coverage

       CONTRACTOR shall provide standby services for public safety providers wherever
       needed. As an example of standby commitment, CONTRACTOR shall respond to a
       paramedic ambulance Code-3 by standing by at all major structure fires and HAZMAT
       incidents.

10.6   First Responder Orientation and Team Building

       CONTRACTOR shall maintain a program to acquaint First Responders through informal
       site visits, ride-along and formal trainings (i.e., contractor history, vehicle orientation,
       equipment, and use of equipment and supplies) in accordance with any applicable laws or
       regulations and CONTRACTOR policies and procedures.

10.7   Disaster Staffing and Strike Teams

       During a mass-casualty incident or disaster, CONTRACTOR shall staff as many
       ambulances and activate as many off-duty CONTRACTOR employees as possible in an
       effort to respond to major incidents, as well as to maintain basic response capability for
       other simultaneous emergencies. Also, during any large-scale incident involving
       homeland security, potential for mass casualty or impending natural disaster incident,
       CONTRACTOR shall immediately suspend non-emergency service and organize a
       minimum of one (1) strike team of five (5) dedicated ambulances and a field supervisor

                                               19
       to respond as directed by the Medical Health Operational Area Coordinator. These
       resources shall be in addition to existing system staffing unless approved by the Medical
       Health Operational Area Coordinator. During periods of a mass-casualty incident or
       disaster, all response time requirements in the Agreement shall be suspended.

10.8   Disaster Communications

       During mass-casualty or disaster situations, CONTRACTOR shall ensure that County
       Fire Department Dispatch Centers, appropriate hospitals and County Health Department
       are kept informed of patient status. CONTRACTOR shall have the radio communications
       capability to do so and shall adapt to alternative communications mechanisms, such as
       satellite phones and Nextel radios, if the primary system is not functioning. These
       communications capabilities shall be extended to first responder agencies at any time
       upon request and availability.

10.9   Disaster Drills

       CONTRACTOR field employees and managers shall be active participants in planning,
       conducting and critiquing all EMS-sanctioned training exercises geared toward mass-
       casualty incidents and disasters.

10.10 Disaster Medical Support Unit

       CONTRACTOR agrees to operate the County acquired Disaster Medical Support Unit
       (DMSU) to be used to carry equipment and supplies to respond to multi-casualties and/or
       disasters in or outside the County, if requested as part of the County’s Mutual Aid
       policies. The DMSU shall be maintained at all times, and items stocked shall include
       enough supplies to handle up to fifty (50) patients. Supplies shall include all items listed
       in the DMSU agreement.


                           11.0 AMBULANCE SPECIFICATIONS

11.1   Proposed Type II and Type III Ambulances

       CONTRACTOR shall utilize Type-II or Type-III modular ambulances, unless otherwise
       specified by the County. CONTRACTOR further agrees that the type and placement of
       vehicles for special events and standbys will be dictated by the individual event
       agreement.

11.2   Vehicle Radio Equipment

       CONTRACTOR agrees to equip all ambulances with vehicle mounted mobile and
       portable 2-way UHF and VHF radios that enable CONTRACTOR crews to communicate
       directly with first responders. Mobile and portable radios shall be able to transmit and

                                               20
       receive from authorized local government and state frequencies in accordance with the
       County Inter-operable Plan (to be developed) and the County Fire Chief’s “Policy on
       Paramedic Ambulance Use of Monterey County Fire Frequencies.” CONTRACTOR also
       agrees to equip all County emergency ambulances with Nextel 2-way radiophones as a
       backup to ensure uninterrupted communications. CONTRACTOR further agrees to offer
       the County dispatch center Nextel two-way radiophones as an interface backup.
       CONTRACTOR agrees to comply with all applicable FCC regulations.

11.3   Satellite Phones

       CONTRACTOR agrees to equip the Supervisor unit and Big-Sur unit with satellite
       phones.

11.4   Pagers

       CONTRACTOR employees shall be issued wireless alphanumeric pagers linked directly
       with the CONTRACTOR or County Tiburon CAD.

11.5   Supervisor Vehicles

       CONTRACTOR shall provide supervisor vehicles with emergency response capabilities.

11.6   Vehicle Failure Rates

       Any vehicle failure shall be treated as a major quality control incident, which shall be
       documented and thoroughly tracked to identify trends and training opportunities.

11.7   Vehicle Maintenance Record Keeping

       CONTRACTOR shall provide a system to schedule and track maintenance for every
       vehicle in the CONTRACTOR's fleet.

11.8   Fleet Manager

       CONTRACTOR’s fleet manager shall monitor and log vehicle mileage on a weekly basis
       to ensure that preventive maintenance inspections are scheduled as outlined in the Fleet
       Maintenance Program.
                                  12.0 KEY PERSONNEL

12.1   Initial and Ongoing Key Personnel

       CONTRACTOR shall bring a highly experienced and proven set of leaders to the County
       to implement and manage the 911 Medical System.




                                              21
                              13.0 IMPLEMENTATION PLAN

13.1   CONTRACTOR shall immediately implement its takeover plan, including relocation of
       key personnel. This shall include the securing of facilities, infrastructure and licensing
       applications. CONTRACTOR’s General Manager (or equivalent titled position) shall be
       onsite in the County coordinating and implementing the takeover plan. CONTRACTOR
       shall begin the hiring and transition process for all field personnel, supervisory staff,
       clinical     and     quality    assurance     officer,      and       office    personnel.

13.2   Rapid Startup Capability

       As outlined above, CONTRACTOR shall have in place all the necessary components to
       take over ambulance operations including vehicles, equipment and supplies.

              14.0 PERFORMANCE SECURITY; DEFAULT; REMEDIES;
                    TERMINATION; “LAME DUCK” PROVISIONS


14.1   Performance Security
       CONTRACTOR shall provide performance security in the amount of one million dollars
       ($1,000,000). CONTRACTOR agrees to provide the performance security through the
       establishment of a performance bond or an irrevocable letter of credit acceptable to the
       County. The performance security shall provide for the immediate release of funds to the
       County upon the following conditions: (i) the County declares a material default; (ii)
       CONTRACTOR fails to cure the material default; and (iii) the County terminates the
       Agreement. The performance security shall also provide that any legal dispute, which
       CONTRACTOR or the bank may initiate, shall not delay the release of funds to the
       County.

       14.1.1 CONTRACTOR shall deposit with the County the performance security in a form
       acceptable to the County.

       14.1.2 CONTRACTOR agrees failure to meet the performance security requirements
       after and during the execution of the Agreement may be deemed a material default of the
       Agreement.

14.2   CONTRACTOR Material Default:

       Circumstances that constitute a material default of the Agreement shall include the
       following:

       14.2.1 Failure of the CONTRACTOR to operate the system in a manner which enables
              the County and the CONTRACTOR to remain in compliance with federal or state



                                              22
       laws, rules, or regulations, and with the requirements of the County EMS
       ordinance and/or related rules and regulations.

14.2.2 Falsification of information supplied by the CONTRACTOR during or
       subsequent to the procurement process, including by way of example, but not by
       way of exclusion, altering the presumptive run-code designations to enhance the
       CONTRACTOR’S apparent performance, or falsification of any other data
       required under the Agreement.

14.2.3 Creating patient transports so as to artificially inflate run volumes.

14.2.4 Chronic 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.

14.2.5 Excessive and unauthorized scaling down of operations to the detriment of
       performance during any period.

14.2.6 Chronic failure of the CONTRACTOR’S employees to conduct themselves in a
       professional and courteous manner or present a professional appearance.

14.2.7 Failure to remove an employee who is not properly licensed or certified or whose
       license or certification has been suspended from service within the County EMS
       system following direction by the County to do so.

14.2.8 Chronic failure of the CONTRACTOR to maintain equipment in accordance with
       manufacturer-recommended maintenance procedures.

14.2.9 Making assignments for the benefit of creditors; filing a petition for bankruptcy;
       being adjudicated insolvent or bankrupt; petitioning by a custodian, receiver, or
       trustee for a substantial part of its property; or commencing any proceeding
       related to bankruptcy, reorganization arrangement, readjustment of debt,
       dissolution, or liquidation law or statute.

14.2.10 Failure of the CONTRACTOR to cooperate with and assist the County after a
       material default has been declared as provided herein, even if it is later
       determined that such material default never occurred or that the cause of the
       material default was beyond the CONTRACTOR’S reasonable control.

14.2.11 Acceptance by the CONTRACTOR or CONTRACTOR’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 CONTRACTOR’S employees could be reasonably construed as a violation of
       federal, state, or local law.



                                         23
       14.2.12 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 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.

       14.2.13 Chronic failure of the CONTRACTOR to comply with EMS system policy and
              procedures or to comply with clinical standards established by the County EMS
              Medical Director.

       14.2.14 Failure of the CONTRACTOR to maintain the required insurance in accordance
              with the terms of the Agreement.

       14.2.15 Failure of the CONTRACTOR to meet response-time requirements as set forth in
              the Agreement in a response time category, either system-wide or in a particular
              zone, for three (3) consecutive months or four (4) months in any twelve (12)
              month period.

       14.2.16 Failure to maintain performance security meeting the terms and amount(s)
              specified in the Agreement.

       14.2.17 Any failure of performance required in the Agreement and which is determined
              by the County Health Officer and confirmed by the County Board of Supervisors
              to constitute a substantial and imminent threat to the general public health and
              safety.

14.3   County’s Remedies

       If conditions or circumstances constituting a default as set forth in Section 14.2 of this
       Agreement exist, the County shall have all rights and remedies available at law or in
       equity under the Agreement, specifically including the right to terminate the Agreement.
       The County’s remedies shall be cumulative and shall be in addition to any other remedy
       available to the County.

14.4   Provisions for Termination of CONTRACTOR’s Performance Under the
       Agreement

       14.4.1 In the event of a material default under 14.2.17, which has been found by the
              County to be a substantial and imminent threat to the general public health and
              safety, the County upon termination of the Agreement may immediately initiate
              an emergency takeover of the EMS system.

       14.4.2 In the event of a material default other than a material default under 14.2.17, the
              County will give the CONTRACTOR written notice, return receipt requested,
              setting forth with reasonable specificity the nature of the material default. The
              CONTRACTOR shall have the right to cure such material default within thirty

                                               24
              (30) calendar days of receipt of notice of material default. The County may
              require the CONTRACTOR to provide it with a written cure plan or updated cure
              plan. If the CONTRACTOR fails to cure such material default within the period
              allowed for cure, such failure to be determined by the sole and absolute discretion
              of the County Director of Health, or if the CONTRACTOR fails to timely deliver
              any cure plan or updates to the County, the County may immediately terminate
              CONTRACTOR’s performance under the Agreement. The CONTRACTOR shall
              cooperate completely and immediately with the County to provide a prompt and
              orderly transfer of all responsibilities to the County.

       14.4.3 The CONTRACTOR is not prohibited from disputing any findings of a material
              default through litigation, provided, however, that such litigation shall not have
              the effect of delaying, in any way, the immediate transfer of operations to the
              County. Such dispute by the CONTRACTOR shall not delay the County’s access
              to funds made available by the performance security. These provisions shall 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 material default has occurred shall be initiated and
              shall take place only after the transfer of operations to the County has been
              completed, and shall not, under any circumstances, delay the process of
              transferring operations to the County or delay the County’s access to performance
              security funds as needed by the County to finance such transfer of operations.

       14.4.4 The CONTRACTOR’S cooperation with, and full support of, the County’s
              termination of its performance under the Agreement, as well as the
              CONTRACTOR’S immediate release of performance security funds to the
              County, shall not be construed as acceptance by the CONTRACTOR of the
              finding of default and shall not in any way jeopardize the CONTRACTOR’S right
              of recovery should a court later find that the declaration of default was made in
              error. However, failure on the part of the CONTRACTOR to cooperate fully with
              the County to effect a smooth and safe transition shall itself constitute a breach of
              the Agreement, even if it is later determined that the original declaration of
              default by the County was made in error.

14.5   “Lame Duck” Provisions

       Should the CONTRACTOR fail to prevail in a future procurement cycle, the
       CONTRACTOR agrees to continue to provide all services required under the Agreement
       until a new CONTRACTOR assumes service responsibilities. Under these circumstances,
       the CONTRACTOR shall, for a period of several months, serve as a “lame duck”
       CONTRACTOR.         To assure continued performance fully consistent with the
       requirements of the Agreement through any such period, the following provisions shall
       apply:

       14.5.1 The CONTRACTOR shall continue all operations and support services at the
              same level of effort and performance that were in effect prior to the award of the

                                               25
              subsequent agreement to another CONTRACTOR, including but not limited to
              compliance with the provisions related to the qualifications of key personnel.

       14.5.2 The CONTRACTOR shall make no changes in methods of operation, which
              could reasonably be considered aimed at cutting CONTRACTOR services and
              operating cost to maximize profits during the final stages of the Agreement.

       14.5.3 The County recognizes that if another CONTRACTOR should prevail in any
              future procurement cycle, the CONTRACTOR may reasonably begin to prepare
              for transition of the service to a new CONTRACTOR. The County shall not
              unreasonably withhold its approval of the CONTRACTOR’S request to begin an
              orderly transition process, including reasonable plans to relocate staff, scale down
              certain inventory items, etc., as long as such transition activity does not impair the
              CONTRACTOR’S performance during this period.

                           15.0 CUSTOMER SERVICE POLICIES

15.1   Customer Service

       CONTRACTOR shall establish a toll-free number for their customers in the County. All
       billing personnel shall have access to the billing database so that they can answer any
       questions.

15.2   Complaints

       If a billing question becomes a complaint, billing personnel shall immediately turn the
       person over to the billing manager. The billing manager shall research the complaint and
       hopefully satisfy the person. If the problem relates to the field, the billing manager shall
       get the name and number and immediately turn the complaint over to the appropriate
       manager for resolution.

                          16.0 MAXIMUM CHARGEABLE RATES

         Maximum Chargeable Rates                 August 1, 2008 through June 30, 2009

         Base Rate                                $2,086.32
         CCT Base Rate                            $3,300.00
         Mileage                                  $45.00 per mile
         Supplies
          Oxygen                                  $134.51
          IO Supplies                             $327.90
          Restraints Disposable                   $35.00
          Narcan                                  $67.44
          Pulse Oximetry                          $56.06

                                                26
           EKG Monitor 3 Lead                  $122.42
           Night Charge                        $114.89
           Intubation Supplies                 $360.40
           EKG Electrodes                      $70.09
           EOA, Combi-Tube, PTL, King Tube     $345.40
           O2 Mask/Cannula                     $18.23
           Emesis Basin                        $4.65
           Disposable Linen                    $33.63
           Bag Valve Mask                      $80.00
           Blanket, Disposable                 $20.53
           Non-Rebreather Mask                 $10.25
           Splint Arm                          $17.09
           Chux Pad                            $6.29
           Aspirin                             $0.95
           Albuterol Nebulizer                 $42.53
           Atropine                            $34.81
           Dextrose 50%                        $34.21
           Morphine                            $26.84
           Nitrospray                          $17.64
           Adenosine                           $158.97
           Glucose Paste                       $22.18
           Nitroglycerine                      $15.25
           Normal Saline Infus                 $97.78
           Splinting – Spinal                  $138.93
           Blood Glucose Test                  $62.39
           Infection Control                   $25.25
           CPAP                                $250.00

Standby Charges: Each Standby response will be charged one (1) ALS Base rate in addition to
an hourly charge of $150.00.

The County may also increase rates specified herein when necessary for extraordinary
circumstances, e.g., fuel increases, changes in technology, changes in patient care standards,
declines in collections, or changes in payer mix, upon recommendation of the Monterey County
Director of Health and approval by the Board of Supervisors. The County will in good faith
consider and evaluate in a commercially reasonable time period any CONTRACTOR request for
a rate increase.

                        17.0 RESPONSE-TIME REQUIREMENTS

17.1   Response-Time Requirements

       17.1.1 Compliance shall be achieved when 90% or more of calls in each response
              category meet the specified response-time criteria. For example, to be in

                                             27
         compliance for Priority-1 responses in specific areas, the CONTRACTOR shall
         place an ALS ambulance on the scene of each presumptively defined life-
         threatening emergency within eight minutes and zero seconds on not less than
         90% of all Priority-1 calls.

17.1.2 The CONTRACTOR shall meet the following response-time criteria within each
       EMS response zone of the County EOA. No zone shall be subject to substandard
       response time performance. CONTRACTOR shall take precautions to assure that
       no area or jurisdiction within the County or within any zone is chronically
       underserved. To this end, CONTRACTOR understands that the County has
       entered into separate mutual aid agreements with peripheral ambulance providers
       (“Peripheral Provider”) to improve response times on Highway 1 typically to MM
       15, Parkfield, South Shore Lake San Antonio, Highway 101 South of Alvarado
       Road and Cachagua (“Peripheral Areas”). CONTRACTOR shall have the first
       right of refusal to provide services in Peripheral Areas or to refer those services to
       a Peripheral Provider under the County’s mutual aid agreements that are closer
       and may respond more timely. The County will not require CONTRACTOR to
       meet response time compliance for any services referred to Peripheral Providers.


17.1.3 Response Times:

  Priority      Urban              Rural             Remote
               (Minutes)         (Minutes)          (Minutes)
     1            8                 12             Immediate
                                                    Response
     2            12                 12            Immediate
                                                    Response
     3            20                25                N/A
     4         10 either            N/A               N/A
              side of the
              scheduled
             pick-up time
     5         10 either            N/A                N/A
              side of the
             agreed upon
             pick-up time
     6            60                N/A                N/A

17.1.4 Exceptions to the response time table are located in the following areas. The
       Highway 68 corridor and Pebble Beach shall be a 12 minute response time,
       Chualar and Las Lomas shall be a 16 minute response time. No other exceptions
       are permitted unless mutually agreed to between the parties.

17.1.5 Response priorities are defined according to a standard presumptive priority-
       dispatch protocol approved by the Medical Director. The protocols currently in

                                          28
       use were obtained from Medical Priority Dispatch Systems and will be made
       available to CONTRACTOR upon request. For the purpose of response-time
       calculations, responses are prioritized according to the following table:


Priority                                    Definition
   1       Life-Threatening Emergencies – On not less than ninety percent (90%)
           of all presumptively defined life-threatening emergency requests as
           determined by the dispatcher in strict accordance with Medical Director
           approved telephone protocols, and originating within the County.
   2       Non-Life-Threatening Emergencies – On not less than ninety percent
           (90%) of all presumptively defined non-life-threatening emergency
           requests, as determined by the dispatcher in strict accordance with
           Medical Director approved telephone protocols, and originating within
           the County.
   3       Urgent (Or Emergency Transfer From Healthcare Facility) – On not less
           than ninety percent (90%) of all presumptively defined unscheduled
           urgent non-emergency transfer requests from health care facility, e.g.,
           upgrade to another facility with higher level or care, as determined by
           the dispatcher in strict accordance with Medical Director approved
           telephone protocols, and originating within the County.
   4       Scheduled Transfer (4-hour Advance Notification) – On not less than
           ninety percent (90%) of all presumptively defined non-emergency
           scheduled transfer requests as determined by the dispatcher in strict
           accordance with Medical Director approved protocols, and originating
           within the County. The health care facility shall schedule the transfer
           time; provided that the health care facility schedules a transfer time that
           is greater than four (4) hours from the time of the request for service.
   5       Unscheduled Transfer – On not less than ninety percent (90%) of all
           presumptively defined non-emergency transfer requests as determined
           by the dispatcher in strict accordance with Medical Director approved
           protocols, and originating within the County. The health care facility
           and CONTRACTOR shall, in good faith, negotiate and agree upon the
           transfer time. In the event that CONTRACTOR and health care facility
           do not mutually agree upon the transfer time, CONTRACTOR shall be
           exempt from any response time penalties but will use best efforts to
           arrive at the time requested by the health care facility.
   6       Critical Care Transport -- On not less than ninety percent (90%) of all
           presumptively defined Critical Care Transport requests as determined
           by the dispatcher in strict accordance with Medical Director approved
           protocols, and originating within the County.

17.1.6 For every call in every presumptively defined category not meeting the specified
       response-time criteria, the CONTRACTOR shall submit a written report, by the
       end of the next business day, in a format approved by the EMS Director and
       Medical Director, documenting the cause of the late response and the

                                        29
              CONTRACTOR’S efforts to eliminate recurrence. These reports shall be
              submitted in an electronic format approved by the EMS Director and Medical
              Director.

       17.1.7 In the event that the CONTRACTOR is unable to meet the established maximum
              response time for either a category 3, 4, 5 or 6 request for service, the
              CONTRACTOR shall supply the caller with an honest, reasonable estimate of the
              time that the unit will arrive (ETA).

       17.1.8 CONTRACTOR agrees to maintain one (1) 24 hour ambulance staffed in the Big
              Sur area for the term of this agreement. This unit may be utilized within the
              Countywide system in the event of high system demand or disaster response
              needs.

       17.1.9 CONTRACTOR agrees to involve first responders in system status plan changes.

17.2   Response-Time Measurement:

       The response-time measurement methodology employed can significantly influence
       operational requirements of the EMS system. The following methodology shall be used
       throughout this Agreement to measure response times. The County shall in good faith
       meet and discuss Response-Time Measurement, penalties and other matters related to
       Response-Time Requirements.

17.3   Time Intervals:

       17.3.1 For the purpose of this Agreement, response times shall be measured using the
              following methods:

             17.3.1.1 In the case of 911 calls transferred, either electronically or telephonically,
                     from a Public Safety Answering Point (PSAP), the response time shall be
                     calculated from the instant that the CONTRACTOR receives the call
                     information, until the arrival at the incident location of the first arriving
                     transport capable ALS ambulance.

             17.3.1.2 In the case of emergency and non-emergency calls received from sources
                     other than a PSAP, response times shall be calculated from the time the
                     CONTRACTOR is first made aware of the call address, call back number,
                     and chief complaint or call determinant in the CONTRACTOR’S
                     communications center, until the arrival at the incident location by the
                     first arriving transport capable ALS ambulance.

             17.3.1.3 For scheduled non-emergency (Priority 4) requests, “scheduled time of
                     pick up” shall be substituted for “time call received.”



                                               30
         17.3.2 “Arrival at the incident” means the moment an ambulance crew notifies the
                communications center that it is fully stopped at the location where the
                ambulance shall be parked while the crew exits to approach the patient. In
                situations where the ambulance has responded to a location other than the
                scene (e.g., staging areas for hazardous scenes), “arrival at the incident” shall
                be the time the ambulance arrives at the designated staging location. The
                response-time standard to staging shall not be relaxed. The Medical Director
                may require the CONTRACTOR to log time “at patient” for medical research
                purposes. However, during the term of this Agreement, “at patient” time
                intervals shall not be considered part of the contractually stipulated response
                time.

         17.3.3 In instances when the ambulance fails to report “at scene,” the time of the next
                communication with the ambulance shall be used as the time of “arrival at the
                incident.” However, the CONTRACTOR may request amendment of the
                recorded arrival time when it can document the actual arrival time through
                other means such as first responders. Arrival at scene must be reported by a
                manual action of the ambulance crew. This requirement may be satisfied by
                voice radio transmission or the use of a manually activated digital status-
                reporting device.

17.4   Upgrades, Downgrades, Cancellations, and Reassignments

       17.4.1 Upgrades:

              When an assignment is upgraded prior to the arrival on scene of the first ALS
              ambulance (e.g., Priority 2 to Priority 1), the CONTRACTOR’S compliance with
              contract standards and penalties shall be calculated based on the shorter of:

              17.4.1.1 Time elapsed from call receipt to time of upgrade plus the higher priority
                      response-time standard, or

              17.4.1.2 The lower priority response-time standard.

       17.4.2 Downgrades:

              Medically trained Public Safety First Responders as authorized by the Medical
              Director may initiate downgrades. If an assignment is downgraded prior to the
              arrival on scene of the first ALS ambulance, the CONTRACTOR’S compliance
              with contract standards and penalties shall be calculated based on:

              17.4.2.1 Lower priority response-time standard, if the unit is downgraded before
                       it would have been judged “late” under the higher priority performance
                       standard, or



                                              31
               17.4.2.2 Higher response-time standard, if the unit is downgraded after the unit
                        would have been judged “late” under the higher priority response
                        standard.

       17.4.3 Cancellations En-route:

               If an ambulance is cancelled (disregarded) en-route prior to an ambulance arriving
               on scene, and no ambulance is required at the location dispatched, the response
               will end at the moment of cancellation. At the moment of cancellation, if the
               elapsed response time exceeds the response-time requirement for the assigned
               priority of the call, the ambulance will be determined to have exceeded the
               maximum allowable response-time standard, the response will be counted in the
               total number of responses used to determine compliance. At the moment of
               cancellation, if the elapsed response time does not exceed the response-time
               requirement for the assigned priority, the response will be determined to have met
               the maximum allowable Response Time standard and be counted in the total
               number of responses used to determine compliance.

       17.4.4 Reassignment While En-route:

               If an ambulance is reassigned en-route or turned around prior to arrival on scene
               (e.g., to respond to a higher priority request), the CONTRACTOR’S compliance
               and penalties will be calculated based on the response-time standard applicable to
               the final priority assigned by the CONTRACTOR’S communications center, in
               compliance with approved system protocols.

17.5   Response Times Outside of Contracted Service Area

       CONTRACTOR shall not be held accountable for emergency or non-emergency
       response-time compliance for any assignment originating outside of the contracted service
       area. Responses to requests for service outside of the service area will not be counted in
       the total number of responses used to determine compliance.

17.6   Multiple Ambulance Responses to a Single Incident

       The first ambulance assigned to an incident shall be required to meet the response time for
       the dispatched priority. The second and each subsequent ambulance dispatched to the
       same incident shall be required to meet the next least restrictive priority response-time
       requirement, up to Priority 3. For instance, if a second ambulance is dispatched to a
       Priority-1 call, it shall be deemed a late response only if the second ambulance fails to
       meet the Priority-2 response-time requirement from the time the unit was requested until
       its arrival on scene.

17.7   Response-Time Exceptions and Exemption Requests



                                               32
       17.7.1 The CONTRACTOR shall maintain mechanisms for reserve production capacity
              to increase production should temporary system overload persist. However, it is
              understood that from time to time unusual factors beyond the CONTRACTOR’S
              reasonable control affect the achievement of the specified response time
              standards. These unusual factors are limited to declared disasters or periods of
              unusually high demand for emergency services.

       17.7.2 To request an exemption for a “period of unusually high demand,” the
              CONTRACTOR must demonstrate that, at the moment the call was received, the
              number of emergency calls dispatched and being worked simultaneously exceeds
              the sum of the following formula:

                     Overload = (1.5 X (1 Standard Deviation)) + The Mean
                             Rounded Up to the nearest whole call
        For the entire population of emergency calls for that hour for the past 20 Weeks

       17.7.3 Equipment failures, traffic congestion, ambulance failures, inability to staff units,
              and other causes will not be grounds for granting an exception to compliance
              with the response standards.

       17.7.4 If the CONTRACTOR feels that any response or group of responses should be
              excluded from the calculation of the response-time standards due to “unusual
              factors beyond the CONTRACTOR’S reasonable control,” the CONTRACTOR
              may provide detailed documentation to the EMS Director and request that the
              County exclude these runs from response-time compliance calculations and late
              penalties. Any such request must be made in writing and received by the EMS
              Director of the County within five (5) business days after the date of the call(s)
              for which exemptions are requested. The EMS Director will review the request
              and issue a determination within fifteen (15) days of receipt. Should the
              CONTRACTOR dispute the determination made by the EMS Director, the
              CONTRACTOR may make a written appeal to the Director of Health for a
              definitive ruling within five (5) business days of the receipt of the response-time
              calculations summary. The ruling of the Director of Health will be final and
              binding.

       17.7.5 In the event that the CONTRACTOR and a health care facility do not mutually
               agree upon a scheduled transfer time for a Priority 5 request for service,
               CONTRACTOR shall be exempt from any response-time requirement for the
               transfer and the transfer will not be counted for purposes of Liquidated Damages
               under Section 17.10.

17.8   Response-Time Audit Trail:

       CONTRACTOR shall assure a complete audit trail for all response times and assure the
       County access to the response-time data at any time to assure compliance and to calculate


                                               33
       penalties. County EMS Agency staff and the Medical Director shall have unlimited access
       to the CAD database. CONTRACTOR shall continue to enjoy full access and use of the
       CAD system. The data contained in the system shall, at all times during and after the
       expiration or termination of this Agreement, remain the property of the County.
       CONTRACTOR shall not edit any portion of the database without approval of the EMS
       Director. All edits must be recorded in the CAD as part of the permanent record.

17.9   Deviations from Response-Time Standards:

       17.9.1   The County understands that isolated instances may occur in which the
                CONTRACTOR does not meet the stated performance specifications. Minor
                violations of these requirements will result in performance penalties listed in
                Section 17.10.

       17.9.2 For purposes of calculating response-time deductions, a fraction of a minute is to
              be rounded up to the next minute.

17.10 Liquidated Damages for Non-performance

       17.10.1 Effective upon initiation of service, liquidated damages will be assessed on a
              monthly basis for non-performance. The following deductions will be applied
              when system-wide response-time compliance for Priority 1 or 2 transports falls
              below 90% for any given month:

                                   89%                  $ 5,000

                                   88%                 $ 10,000

                                   87%                 $ 15,000

                                   86%                 $ 20,000

                                   85%                 $ 25,000


       17.10.2 Additionally, and also effective upon initiation, the following deductions will be
               applied when system-wide response-time compliance for Priority 3, 4, or 5,
               transports falls below 90% for any given month:

                                  89%                  $ 2,500

                                  88%                  $ 5,000

                                  87%                  $ 7,500



                                              34
                                  86%                   $ 10,000

                                  85%                  $ 12,500



17.11 100-Transport Rule

      17.11.1 For the purposes of determining compliance with response-time requirements
              within the service area each month, the following method shall be used. For
              every month in which 100 or more transports of any priority originate within the
              service area, 90% compliance is required for the calendar month. However, for
              any month within which fewer than 100 transports originate, compliance will be
              calculated using the last 100 sequential transports for that priority.

      17.11.2 For example, if the service area produces 105 Priority 1 transports and 89
              Priority 2 transports during a single month, the CONTRACTOR shall be
              required to meet 90% compliance for the month for Priority 1, while Priority 2
              will be subject to the 100-transport rule.

      17.11.3 Should the CONTRACTOR be determined to be subject to non-performance
              liquidated damages for failure to meet 90% compliance with Priority 1 or 2
              criteria within the service area under the 100-transport rule, the CONTRACTOR
              shall not be subject to another assessment of liquidated damages for non-
              performance for that Priority until at least 25 additional transports of that Priority
              have originated within the service area. If more than one month passes before 25
              additional transports occur, and the CONTRACTOR is still out of compliance
              under the 100-transport rule at the end of the month in which the 25th transport
              occurred, it will be considered a consecutive failure to meet the criteria. Three
              such consecutive failures, or four during any twelve (12) measurement periods
              (i.e., months within which the 25th transport since last measurement occurred),
              will be defined as a major breach of this Agreement.

      17.11.4 The above deductions will be assessed each month. For purposes of assessing
              non-performance liquidated damages, monthly response times will be reported
              without decimals, and no rounding factor will be allowed (e.g., a monthly
              performance of 89.9% will be reported as 89%).

17.12 Reporting Requirements:

      The CONTRACTOR shall provide daily, weekly, monthly, quarterly, and annual reports
      to the EMS Director. All reports shall be submitted both electronically and on paper.
      These will include, at a minimum, the following reports:

      17.12.1 Daily/Weekly Reports:


                                               35
       Daily operations reports providing call, transport volume, and response-time
       performance by priority and by zone for the previous day. A list of all calls not
       meeting response-time performance criteria (“Exceptions”) shall be included and
       contain information regarding the cause of each exception. All daily reports shall
       be submitted electronically.

17.12.2 Monthly Reports:

       a) Monthly Operation Report providing a monthly total and summary of the
          information provided in the weekly operations reports, and a complete report
          of unit-hour utilization, incidence of first responder “ride-ins,” dispatch
          compliance with protocols, clinical performance, continuing- medical
          education, public education and information activities, and investigations and
          inquiries by source types, outcomes, and resolution.
       b) Monthly Clinical Performance Report that shall include, at a minimum, a
          summary of cardiac-arrest resuscitation attempts, percentage of successful
          resuscitations, endotracheal intubation success rates, and such other data as
          may be required by the Medical Director, the System-wide Quality
          Improvement Plan, and /or the Medical Advisory Council.
       c) Monthly Average Patient Charge Report.
       d) Monthly Profit and Loss and Balance Sheet for the Monterey County
          operation.

17.12.3 Quarterly Reports:

       a) Quarterly Contract Compliance Reports providing a summary of
          CONTRACTOR’S performance of all contractual obligations during the
          previous quarter.
       b) Quarterly Call Density Maps by type of call, priority, and actual response
          time, including problem/solution maps for late calls. The maps will be
          produced using GIS information about each call.
       c) Equipment Maintenance Report detailing the vehicles in the ambulance and
          support fleet, the mileage, age, condition, and book value of each vehicle.
          The report shall also include a summary of any additions or deletions to the
          fleet during the quarter.

17.12.4 Annual Reports:

       a) An Annual Audited Financial Statement for the County franchise operation. In
           addition to expense details, the report will include a detailed analysis of
           accounts-receivable information, including average and maximum patient
           charges for each authorized category of patient fees.
       b) An Annual Report to the Community that details response time, clinical and
           financial performance, as well as any significant contributions, improvements,
           changes, or challenges.


                                       36
17.13 Report Submission

       All of the reports submitted to the County by CONTRACTOR shall be formatted in a
       manner that allows easy correlation of daily to weekly, weekly to monthly, monthly to
       quarterly, and all reports to annual reports and the audited financial statement.

17.14 Report Submission Timing

       Monthly, the CONTRACTOR shall submit any requests for consideration of exemption
       of any responses from the calls used to determine response-time performance and
       liquidated damages. County shall determine the eligibility or ineligibility of each
       requested exemption and notify CONTRACTOR. Within five (5) business days after the
       receipt of the County’s determination, CONTRACTOR shall submit a final report of
       response-time performance to County.          The County shall diligently process and
       investigate requests for exemptions. The timeframe for completion of these tasks depends
       on the volume and nature of the exemption requests received.

                                           18.0 NOTICES

Notices required to be given to the respective parties under this Agreement shall be deemed
given by any of the following means: (1) when personally delivered to the County’s contract
administrator or to the CONTRACTOR’s responsible officer; (2) when personally delivered to
the party’s principle place of business during normal business hours, by leaving notice with any
person apparently in charge of the office and advising such person of the import and contents of
the notice; (3) 24 hours after the notice is transmitted by FAX machine to the other party, at the
party’s FAX number specified pursuant to this Agreement, provided that the party giving notice
by FAX must promptly confirm receipt of the FAX by telephone to the receiving party’s office;
or, (4) 3 days after the notice is deposited in the U. S. mail with first class or better postage fully
prepaid, addressed to the party as indicated below.

Notices mailed or faxed to the parties shall be addressed as follows:

     TO THE COUNTY:

               County of Monterey
               Attn: Director of Health
               1270 Natividad Road
               Salinas, CA 93906
               Tel. No.: (831) 755-4525 FAX No.: (831) 455-0680

     TO THE CONTRACTOR:

               General Manager
               American Medical Response West
               7575 Southfront Road

                                                  37
               Livemore, CA 9455-
               Tel. No.: (916) 563-0610 FAX No.: (916) 563-0604

               With Copy to:

               Legal Department
               American Medical Response, Inc.
               6200 South Syracuse Way, Suite 200
               Greenwood Village, Colorado 80111
               Tel. No.: (303) 495-1207 FAX No.: (303) 495-1800

                                  19.0 INDEMNIFICATION

CONTRACTOR shall indemnify, defend, and hold harmless the County, its officers, agents, and
employees, from and against any and all claims, liabilities, and losses whatsoever (including
damages to property and injuries to or death of persons, court costs, and reasonable attorneys’
fees) occurring or resulting to any and all persons, firms or corporations furnishing or supplying
work, services, materials, or supplies in connection with the performance of this Agreement, and
from any and all claims, liabilities, and losses occurring or resulting to any person, firm, or
corporation for damage, injury, or death arising out of or connected with the CONTRACTOR’s
performance of this Agreement, unless such claims, liabilities, or losses arise out of the sole
negligence or willful misconduct of the County. “CONTRACTOR’s performance” includes
CONTRACTOR’s action or inaction and the action or inaction of CONTRACTOR’s officers,
employees, agents and subcontractors.

                                       20.0 INSURANCE

20.1 Insurance Coverage Requirements. Without limiting CONTRACTOR’s duty to
     indemnify, CONTRACTOR shall maintain in effect throughout the term of this Agreement
     a policy or policies of insurance with the following minimum limits of liability:

      20.1.1 Commercial general liability insurance, including but not limited to premises and
             operations, including coverage for Bodily Injury and Property Damage, Personal
             Injury, Contractual Liability, Broadform Property Damage, Independent
             Contractors, Products and Completed Operations, with a combined single limit for
             Bodily Injury and Property Damage of not less than $1,000,000 per occurrence.

      20.1.2 Business automobile liability insurance, covering all motor vehicles, including
             owned, leased, non-owned, and hired vehicles, used in providing services under
             this Agreement, with a combined single limit for Bodily Injury and Property
             Damage of not less than $1,000,000 per occurrence.

      20.1.3 Workers’ Compensation Insurance, if CONTRACTOR employs others in the
             performance of this Agreement, in accordance with California Labor Code section


                                               38
             3700 and with Employer’s Liability limits not less than $1,000,000 each person,
             $1,000,000 each accident and $1,000,000 each disease.

      20.1.4 Professional liability insurance, if required for the professional services being
             provided (e.g., those persons authorized by a license to engage in a business or
             profession regulated by the California Business and Professions Code), in the
             amount of not less than $1,000,000 per claim and $2,000,000 in the aggregate, to
             cover liability for malpractice or errors or omissions made in the course of
             rendering professional services. If professional liability insurance is written on a
             “claims-made” basis rather than an occurrence basis, the CONTRACTOR shall,
             upon the expiration or earlier termination of this Agreement, obtain extended
             reporting coverage (“tail coverage”) with the same liability limits. Any such tail
             coverage shall continue for at least three years following the expiration or earlier
             termination of this Agreement.

20.2 Other Insurance Requirements. All insurance required by this Agreement shall be with a
     company acceptable to the County and issued and executed by an admitted insurer
     authorized to transact Insurance business in the State of California. Unless otherwise
     specified by this Agreement, all such insurance shall be written on an occurrence basis, or,
     if the policy is not written on an occurrence basis, such policy with the coverage required
     herein shall continue in effect for a period of three years following the date
     CONTRACTOR completes its performance of services under this Agreement.

      20.2.1 Each liability policy shall provide that the County shall be given notice in writing
             at least thirty days in advance of any endorsed reduction in coverage or limit,
             cancellation, or intended non-renewal thereof. Each policy shall provide coverage
             for CONTRACTOR and additional insureds with respect to claims arising from
             each subcontractor, if any, performing work under this Agreement, or be
             accompanied by a certificate of insurance from each subcontractor showing each
             subcontractor has identical insurance coverage to the above requirements.

      20.2.2 Commercial general liability and automobile liability policies shall provide an
             endorsement naming the County of Monterey, its officers, agents, and employees
             as Additional Insureds and shall further provide that such insurance is primary
             insurance to any insurance or self-insurance maintained by the County and that the
             insurance of the Additional Insureds shall not be called upon to contribute to a loss
             covered by the CONTRACTOR’s insurance.

      20.2.3 Prior to the execution of this Agreement by the County, CONTRACTOR shall file
             certificates of insurance with the County’s contract administrator and County’s
             Contracts/Purchasing Division, showing that the CONTRACTOR has in effect the
             insurance required by this Agreement. The CONTRACTOR shall file a new or
             amended certificate of insurance within five calendar days after any change is
             made in any insurance policy, which would alter the information on the certificate
             then on file. Acceptance or approval of insurance shall in no way modify or change


                                               39
               the indemnification clause in this Agreement, which shall continue in full force and
               effect.

       20.2.4 CONTRACTOR shall at all times during the term of this Agreement maintain in
              force the insurance coverage required under this Agreement and shall send, without
              demand by County, annual certificates to County’s Contract Administrator and
              County’s Contracts/Purchasing Division. If the certificate is not received by the
              expiration date, County shall notify CONTRACTOR and CONTRACTOR shall
              have five calendar days to send in the certificate, evidencing no lapse in coverage
              during the interim. Failure by CONTRACTOR to maintain such insurance is a
              default of this Agreement, which entitles County, at its sole discretion, to terminate
              this Agreement immediately.

                            21.0 OTHER REGULATORY MATTERS

21.1     Compliance. The parties will comply in all material respects with all applicable federal
         and state laws and regulations including, the federal Anti-kickback statute. No funds
         earmarked in this Agreement shall be used by the County in a manner that may violate 42
         U.S.C. Section 1320a-7b and the County represents that any funds it receives under this
         Contract for services provided to the CONTRACTOR are at or below the costs to provide
         those services.

21.2     Compliance Program and Code of Conduct. CONTRACTOR has made available to each
         party a copy of its Code of Conduct, Anti-kickback policies and other compliance
         policies, as may be changed from time-to-time, at CONTRACTOR’s web site, located at:
         www.amr.net, and each party acknowledges receipt of such documents. CONTRACTOR
         warrants that its personnel shall comply with CONTRACTOR’s compliance policies,
         including training related to the Anti-kickback Statute.

21.3     Non-Exclusion. Each party represents and certifies that neither it nor any practitioner
         who orders or provide Services on its behalf hereunder has been convicted of any conduct
         that constitutes grounds for mandatory exclusion as identified in 42 U.S.C.§ 1320a-7(a).
         Each party further represents and certifies that it is not ineligible to participate in Federal
         health care programs or in any other state or federal government payment program. Each
         party agrees that if DHHS/OIG excludes it, or any of its practitioners or employees who
         order or provide Services, from participation in Federal health care programs, the party
         must notify the other party within five (5) days of knowledge of such fact, and the other
         party may immediately terminate this Agreement, unless the excluded party is a
         practitioner or employee who immediately discontinues ordering or providing Services
         hereunder.

21.4     Referrals. It is not the intent of either party that any remuneration, benefit or privilege
         provided for under the Agreement shall influence or in any way be based on the referral
         or recommended referral by either party of patients to the other party or its affiliated
         providers, if any, or the purchasing, leasing or ordering of any services other than the

                                                   40
      specific services described in this Agreement. Any payments specified herein are
      consistent with what the parties reasonably believe to be a fair market value for the
      services provided.


IN WITNESS WHEREOF, the parties have hereto executed this Agreement.


American Medical Response West




                                           41

				
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