AMR Ambulance Lease 3-8-2024
SAFETY-NET AND BACK-UP AMBULANCE SERVICES AGREEMENT
THIS SAFETY-NET AND BACK-UP AMBULANCE SERVICES AGREEMENT ("Agreement") is made and
entered into as of the date ("Effective Date") shown on the signature page by and between Rural Metro
of California, an American Medical Response company ("AMR") and the City of Gilroy Fire Department
(the "Department"). AMR and the Department are sometimes collectively referred to hereafter as the
"Parties" and individually a "Party".
Preliminary Statement
A. AMR is the current provider of emergency medical services for the County of Santa Clara,
California, which includes the city of Gilroy.
B. The Parties wish to improve emergency medical services for patients in the Gilroy community;
C. The Parties desire to provide safety-net and back-up services for patients in the community that
need emergency medical services when the normal emergency medical system resources would
result in a significantly delayed response ("Safety-Net EMS"); and
D. The Parties want to combine certain of their individual resources on the terms and conditions herein
to improve emergency medical services for patients in the community.
Agreement
In consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties incorporate the above recitals and agree as follows:
1. Term and Termination. This Agreement shall be for a term of eleven (11) months from the Effective
Date. This Agreement may be extended by mutual written consent of the Parties. This Agreement may
be terminated by either Party upon the material breach of this Agreement by the other Party if such
breach is not cured within (15) fifteen days' written notice ("Breach Notice") thereof to the other
Party. The Breach Notice must specifically identify the material breach and specifically request remedy.
Either Party may terminate this Agreement without cause on thirty (30) days' written notice to the other
Party.
2. Vehicle Provided for Safety Net Ambulance. AMR shall provide one (1) basic life support ambulance
("BLS Unit") to Department for Department to provide Safety-Net EMS. AMR shall be responsible for
any applicable vehicle licensing or permit requirements for the BLS Unit. The Department shall only
use the BLS Unit for Safety-Net EMS and only as authorized by Santa Clara County EMS Agency policy
and Standard Dispatch Orders. The Department shall not use the BLS Unit for any other purpose. The
BLS Unit shall be marked and designated as an AMR vehicle, with secondary lettering as may be
required. The BLS Unit will be stationed at a Department Fire Station. The Department shall secure
and store the BLS Unit during down time. The Department shall notify AMR immediately if the BLS Unit
has mechanical problems or is out-of-service. The Department shall also notify AMR of any motor
vehicle accident that involves the BLS Unit within one (1) hours of the accident.
3. Department Personnel. The Department will supply personnel to provide Safety-Net EMS with the BLS
Unit. As necessary and available, the Department will provide ALS personnel to upgrade to ALS
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AMR/Gilroy
Net-Surge Agreement
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service levels. The Department's personnel will be licensed, certified and accredited in accordance with
applicable federal, state or local laws. AMR, in its sole discretion, may require Department to remove
Department personnel or prohibit Department personnel fr om staffing the BLS Unit. The Department
shall be solely responsible for all compensation and benefits to its personnel that provide Safety-Net
EMS with the BLS Unit.
4. Response Time Requirements. AMR shall remain responsible for meeting any applicable ambulance
response time requirements. When providing Safety-Net EMS, the Department's on scene arrival time
will be documented and used for the purpose of determining whether AMR has satisfied applicable
response time requirements.
5. Maintenance, Supplies, Equipment and Replacement . AMR at its cost and expense will provide
equipment and disposable medical supplies for the BLS Unit. AMR will replace or replenish disposable
medical supplies used by Department for Sa fety-Net EMS on a one-for-one basis. The Department
shall be responsible for replacement of any equipment or disposable medical supplies that are lost,
stolen or damaged. The Department shall be responsible for all preventative maintenance. The
Department shall follow the replacement program and schedule established by AMR for replacing or
decommissioning vehicles.
6. Billings and Records. AMR shall be solely responsible for all billing and collections with respect to
Safety-Net EMS and shall be entitled to all proceeds therefrom. AMR will provide Department from
time to time with a description of the information that AMR requires in connection with such billing.
Department shall provide to AMR, at no cost and within 24 hours after a Safety-Net EMS transport,
all patient and other information and documents required by AMR for billing purposes consistent with
all applicable confidentiality requirements as mandated by applicable Law (including Medicare and
other reimbursement standards requirements) and the policies and procedures of Department.
7. Training. AMR may from time-to-time provide Department, at no cost, with training for Department
personnel on ambulance driving and transport procedures. Any training will be at a mutually agreed
upon time and place.
8. Consideration. As consideration for the services herein received by the Department, AMR will provide
all equipment, disposable medical supplies, training, and other consideration as outlined in this
Agreement and AMR will provide the vehicle for said usage without cost. The Parties warrant and
represent that the consideration exchanged in this Agreement is fair market value.
9. Dispatch Services for Safety -Net EMS. When AMR determines that it needs the Department to
provide Safety-Net EMS, AMR will contact the Department through established dispatching procedures
for emergency medical system response. The Department will immediately notify AMR if it does not
have available personnel to staff the BLS Unit. Pre-arrival instructions for Safety-Net EMS will continue
to follow the procedures as established by the emergency medical system.
10. Standard of Emergency Medical Services. The Department will provide Safety-Net EMS in accordance
with prevailing industry standards of quality and care applicable to the emergency medical services
industry.
11. Protocols. The Department will comply with any and all applicable emergency medical service
protocols of Santa Clara County.
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12. No Payment for Safety-Net EMS. Safety-Net EMS shall be provided without compensation. The
Parties shall not seek fees, reimbursement or payment from any patient, third-party payor or the other
Party for any Safety-Net EMS provided under this Agreement.
13. Indemnification. Each Party will indemnify and hold the other Party harmless from and against any
liability, claims or damages, including attorneys' fees, resulting from or alleged to result from any
negligence or willful or intentional misconduct of the indemnifying Party.
14. Insurance. Each Party will obtain and maintain throughout the term of this Agreement, comprehensive
automotive insurance, comprehensive general liability insurance, and professional liability insurance
with limits of $5 million per claimant per incident. Each Party will maintain workers' compensation
insurance in the statutory required amounts. The Department further agrees that its automotive,
professional liability, comprehensive genera l liability and workers compensation insurance for the BLS
Unit shall be primary with AMR included as an additional insured to the Department's auto, general and
professional liability policies.
15. Relationship. In the performance of this Agreement, each party hereto shall be, as to the other,
an independent contractor and neither party shall have the right or authority, express or implied, to
bind or otherwise legally obligate the other. Nothing contained in this Agreement shall be construed
to constitute either party assuming or undertaking control or direction of the operations, activities or
medical care rendered by the other. AMR and Department administrative staff shall meet on a regular basis
to address issues of mutu al concern related to the provision of Services and the parties' respective
rights and obligations hereunder.
16. Force Majeure. Neither Party shall be responsible for any delay in or failure of performance resulting
from acts of God, riot, war, civil unrest, natural disaster, labor dispute or other circumstances not
reasonably within its control.
17. Notices. Any notice provided pursuant to this Agreement shall be in writing and shall be deemed given
(1) if by hand delivery, upon receipt thereof, (2) if mailed within the United States, 3 days after deposit
in the United States mails, postage prepaid, certified mail return receipt requested, (3) if by overnight
or similar third-party courier service, then upon delivery thereof as confirmed by such service, (4) if by
e-mail transmission, upon written confirmation by the intended recipient. All notices shall be sent to the
addresses set forth on the signature page hereto or such other address as a party may in the future
specify in writing to the other party.
18. Laws and Regulatory. The parties: (a) will comply in all material respects with all applicable federal,
state and local laws and regulations including, the federal Anti-kickback statute; (b) represent and
warrant that it is not the intent of either party that any remuneration, benefit or privilege provided
for under this 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 specific services described in this
Agreement and any remuneration set forth in this Agreement is fair market value and negotiated at
arm-length; (c) will comply with the provisions under the Health Insurance Portability and
Accountability Act of 1996 and its regulations; {d) acknowledge that if it is a cost reporting entity that
it has been informed of, and will fully and accurately account for, and report on its applicable cost
report, the total value of any discount, rebate or other compensation paid pursuant to this Agreement
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in a way that complies with all applicable federal, state and local laws and regulations that establish a
"Safe Harbor" for discounts; (e) represent and warrant that neither it nor any practitioner who orders
or provides services on its behalf has been convicted of any conduct that constitutes grounds for
mandatory exclusion under any federal or state law and each party further represents and warrants that
it is not ineligible to participate in federal or state health care programs or in any other federal or
state government payment program; (f) will make available to the other a copy of its code of conduct,
anti-kickback policies and other compliance policies, as may be changed from time-to-time;
(g) represents and warrants that neither it nor any of its officers or directors have been convicted of
a crime against them for: commission of fraud or a criminal offense in connection with obtaining,
attempting to obtain, or performing a public (federal, state, or local) contract or subcontract; violation
of federal or state antitrust statutes relating to the submission of offers; commission of embezzlement,
theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, or
receiving stolen property; (h) represent and warrant that it and its personnel are and, shall at all times
during the term of this Agreement be, properly credentialed, licensed, certified and in good standing
in accordance with all applicable federal, state, and local laws and regulations; and
(i) will notify the other party immediately but no less than five (5) days of any actual knowledge contrary
to the requirements set forth in this section.
19. Miscellaneous. This Agreement: (a) constitutes the entire agreement between the parties with respect
to the subject matter, superseding all prior oral or written agreements with respect to the subject matter;
(b) may be amended only by written instrument executed by both parties; (c) may not be assigned by
either party without the written consent of the other party (except to affiliates, parents or subsidiaries),
such consent not to be unreasonably withheld; (d) shall be binding on and inure to the benefit of the
parties and their respective successors and permitted assigns; (e) shall be interpreted and enforced in
accordance with the laws of the state where the services are rendered, without regard to the conflict of
laws provisions thereof, and the federal laws of the United States applicable therein; (f) this Agreement
may be executed in several counterparts (including by DocuSign or other electronic means), each of
which shall constitute an original and all of which, when taken together, shall constitute one agreement;
(g) this Agreement shall not be effective until executed by both Parties; (h) if any term or provision of
this Agreement is declared to be illegal, invalid or unenforceable for any reason whatsoever by a court
of competent jurisdiction, the illegality, invalidity or unenforceability shall not affect the validity of the
remainder of this Agreemen t, and to the extent permitted by applicable law, any such term or provision
shall be restricted in applicability or reformed to the minimum extent for such to be enforceable; and (i)
except as otherwise provided herein, no waiver of any of the provisions of this Agreement shall be valid
or effective unless in writing and signed by the Parties hereto; and no waiver of any breach or condition
of this Agreement shall be deemed to be a continuing waiver or a waiver of any other breach or condition.
The Parties represent and warrant that they have not relied upon any prior or contemporaneous writings,
negotiations, proposals, agreements, communications, discussions or representations . EACH PARTY
HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURYIN ANY SUIT,
ACTION OR PROCEEDING BETWEEN THE PARTIES AND ARISING UNDER THIS AGREEMENT.
[Signature Page Follows]
DocuSign Envelope ID: 93242191-FBB5-4CB9-AE72-9ACC783259D2
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Net-Surge Agreement
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By signing below, each party acknowledges that they have carefully read and fully understands this
Agreement, and each agrees to be bound by the terms of this Agreement. Effective date of the agreement
is February 1, 2024.
For City of Gilroy:
By: _______________________________
Name: Jimmy Forbis
Title: City Administrator
By: _______________________________
Name: Andy Faber
Title: City Attorney
By: _______________________________
Name: Beth Minor
Title: City Clerk
For American Medical Response/Rural-Metro of
California, Inc.:
By: _____________________________
Name: Sean Russell
Title: Pacific Region President
DocuSign Envelope ID: 93242191-FBB5-4CB9-AE72-9ACC783259D2