CITY COUNCIL: Receive Update Report Regarding Carmel Fire Ambulance

TO: JASON STILWELL, CITY ADMINISTRATOR
FROM: MICHAEL CALHOUN, INTERIM POLICE CHIEF
DATE: MARCH 26, 2012
SUBJECT: RECEIVE UPDATE REPORT REGARDING CARMEL FIRE AMBULANCE

BACKGROUND:
On December 31, 2011 the Joint Powers Authority (JPA) between Carmel Regional Fire Ambulance (CRFA) and the Monterey County Regional Fire District dissolved, and the City of Carmel took action to move the CRFA ambulance operations under the jurisdiction of the City. CRFA was operating with six full time positions but two were left vacant prior to the dissolution of the JPA. The existing four CRFA employees were hired after January 1, 2012 as employees for the City of Carmel.

Last July, Council adopted a resolution to change the employee retirement benefit program and established a two-tier Public Employee Retirement System (PERS) for miscellaneous and public safety employees hired after January 1, 2012. PERS is in the process of completing the new retirement agreement which will be in effect April 16, 2012. The vacant ambulance positions will be filled after adoption of the new PERS two-tier retirement agreement.

FIRE SERVICES/AMBULANCE CONTRACT:
On December 31, 2011 Carmel entered into an agreement with the City of Monterey for fire services and operational oversight of the Carmel Fire Ambulance. This has significantly improved Carmel Fire Ambulance operational coordination and effectiveness through common communications, training, equipment, and operational procedures. Monterey has also integrated all of the Carmel Fire Ambulance personnel into their comprehensive all-risk training program in compliance with federal and state standards and mandates. Furthermore Monterey personnel have provided the Carmel Fire Ambulance new part time per diem
employee with daily probationary firefighter training consistent with Monterey’s professional
standard probationary firefighter training program.

The contract agreement is for 2 ½ years from January 1, 2012 through June 30, 2014. There is no cost for the initial six month period but after June 30, 2012 Carmel will be required to remit (1/12) of the annual fee for services provided (See attached cost schedule). Prior to July 1, 2012 Carmel has the option to terminate the agreement and enter into a successor agreement to provide full integration of Carmel Fire Ambulance services with the City of Monterey Fire Department, including transfer of employment of the Carmel Fire Ambulance personnel to the City of Monterey Fire Department.

STAFFING:
All full time CRFA employees were terminated per the terms of the JPA and hired as employees for the City of Carmel after January 1, 2012. The City hired three firefighter paramedics and one firefighter EMT. One firefighter/paramedic resigned in February to accept a full time position with the Aptos/La Selva Fire Department. Ambulance staffing currently includes two firefighter paramedics and one firefighter EMT. Currently, there are three vacant positions that have not been filled.

The Carmel Fire Ambulance is at a critical staffing level. With the untimely departure of the one firefighter paramedic, a tremendous staffing gap was created. This gap has put a strain on the two remaining paramedics to maintain 24/7 staffing. Although Carmel hired eight paramedics (Per-diems), they are not always available due to their primary employment requirements. Earlier this month, a paramedic needed to take bereavement leave which created additional staffing shortages. Due to the current staffing shortages, the ambulance was almost shut down on three separate occasions and it has been extremely challenging to staff the ambulance. Consequently, a member of the Monterey Fire Department was used to fill the vacant paramedic position for Carmel Fire Ambulance to remain available in service.

In February, staff hired a part time per-diem firefighter/paramedic who was immediately placed into the probationary fire ambulance training program which should be completed in April. This should provide additional relief to cover staffing. Staff anticipates hiring three fulltime firefighter paramedics after the new two-tier PERS retirement system is implemented on April 16th. Adding additional staffing will increase the Carmel Fire Ambulance personnel to six fulltime employees and eight part time per-diem employees.

All Carmel Fire Ambulance employees have completed the background hiring process and possess the necessary certifications and licenses to provide advance life support (ALS) as required as a paramedic service provider by the Monterey County Emergency Medical Services (EMS) agency. Staff is in the process of entering into a written medical care provider agreement with Monterey County EMS to participate in the EMS system and to comply with all applicable state regulations and local policies and procedures, including participation in the local EMS agency’s continuous quality improvement (CQI) program.

FISCAL CONCERNS:
In previous meetings and discussions, Council members expressed concerns that a substantial portion of the ambulance gross revenue comes from the unincorporated service areas of Rio road which includes Cypress, Carmel Highlands, South Pebble Beach, and a small portion of the Monterey Peninsula.

Ambulance service calls for the Rio area are shared between Monterey County Regional and Carmel Fire Ambulance and American Medical Response (AMR). In fact, last year AMR gave up approximately 1,000 calls in the Rio service area between Monterey County Regional and Carmel Fire Ambulance. Based on the six month end of the 2011/2012 profit and loss budget from July through December, the total net revenue received by Carmel Fire Ambulance for calls in the Rio Road area was $140,783.00.  Because of the concern of potential loss of revenue should AMR respond to more calls in the Rio Road area, Council requested staff to obtain a guarantee from the County EMS director for Carmel to cover the Rio Road area. At the September 2011 Council meeting, Interim City Manager John Goss pointed out in a memo that the EMS Director would not guarantee or issue a RFP that will allow Carmel to cover calls in this area as the County contract is with AMR. The director of operations for AMR indicated that they will not enter into a contract with the other ambulance agencies but agreed to continue to operate under the mutual aide agreement currently in place. AMR is closely looking at increasing its service to this area to
increase lost revenues.

Carmel Fire Ambulance is an integral part of the county-wide EMS system and helps AMR maintain the County contract of eight-minute or less response 90% of the time. At this time, there has been no change for Carmel Fire Ambulance in its service commitment to the unincorporated areas; however, recent discussions with the AMR operations director have indicated that it is in the process of looking at various options and potential adjustments to its system status plan. Any reduction in service calls by Carmel Fire Ambulance to the unincorporated areas could have a significant impact on the City’s revenue.

The dissolution of the JPA created some additional costs to the City: $33,733.00 total payout to existing CRFA employees for accumulated vacation, sick and comp time. Second, $19,653.00 in additional costs for liability insurance; and $21,934.00 based on an actuarial study to implement a onetime assessment to return the liability funding to a 70% confidence level; and legal fees at $1,244.00. The total additional cost is $75, 320.00

Attachments:
City of Monterey Ambulance Cost Schedule

AGREEMENT TO PROVIDE INTERIM AMBULANCE ADMINISTRATION SERVICES BETWEEN THE CITIES OF MONTEREY AND CARMEL-BY-THE-SEA

THIS AGREEMENT, made and executed this 21 51 day of December, 2011 by and between the CITY
OF MONTEREY, a municipal corporation, hereinafter referred to as "Monterey", and the CITY OF CARMEL-BY-THE-SEA, a municipal corporation, hereinafter referred to as "Carmel" (collectively referred to as "the Parties"), provides as follows:

RECITALS
WHEREAS, Carmel asserts its legal right to continue to provide paramedic ambulance services within
Carmel pursuant to California Health and Safety Code Section 1797.201, and "Carmel Regional Fire Ambulance v. Monterey County Emergency Medical Services Agency (1996, Monterey County Superior Court Case No.M33535) which established that Carmel has Health and Safety Code Section 1797.201 rights independent from the County of Monterey; and

WHEREAS, Carmel Fire Ambulance provides Prehospital Advanced Life Support (ALS) and
ambulance transportation services within Carmel; and

WHEREAS, Carmel desires to contract with Monterey for the provision of interim administration of said
ambulance services within Carmel; and

WHEREAS, it is the intent of the Parties to address, by this Agreement, all matters related to interim
ambulance administration services to be provided to Carmel by Monterey; and

WHEREAS, this Agreement is entered into pursuant to Government Code§ 54981 and§ 55632.

AGREEMENT
NOW, THEREFORE, for and in consideration of the mutual advantages to be derived there from, and in
consideration of the mutual covenants herein contained, it is mutually agreed by and between the Parties hereto as follows:

ARTICLE I

DEFINITIONS
1.1. Advanced Life Support. "Advanced Life Support" (ALS) means and refers to Prehospital emergency medical services as defined in Section 1797.52 of the California Health and Safety Code, and specific Prehospital medical services as authorized within the scope of practice of a licensed Emergency Medical Technician- Paramedic (EMT-P) as described in Section 100145 of Article 2, Chapter 4, Division 9 of Title 22 of the California Code of Regulations.

1 .2 Basic Life Support. "Basic Life Support" (BLS) means and refers to Prehospital emergency medical services as defined in Section 1797.60 of the California Health and Safety Code, and specific Prehospital medical services as authorized within the scope of practice of a certified Emergency Medical Technician (EMT) as described in Section 100063-64 of Article 2, Chapter 2, Division 9 of Title 22 of the California Code of Regulations.
1.3 Chief Fire Officer. "Chief Fire Officer" means and refers to employees of the Monterey Fire Department with permanent appointment to the classification of Division Chief, Assistant Fire Chief, or Fire Chief.
1.4. Emergency Medical Services. "Emergency Medical Services" means and refers to services utilized in responding to a medical emergency as defined in Section 1797.72 of the California Health and Safety Code.
1.5. Emergency Medical Services Agency. "Emergency Medical Services Agency" means and refers to the Monterey County Emergency Medical Services Agency, designated by California Health and Safety Code Section 1797.204 as the local Emergency Medical Services Agency responsible for planning, implementation, and evaluation of the local EMS system throughout Monterey County.
1.6. Fire Chief. "Fire Chief' means and refers to the City of Monterey Fire Chief.
1.7. Fiscal Year. "Fiscal Year" means and refers to the annual period commencing on July 1 and ending the following June 30.
1.8. Prehospital. "Prehospital" means and refers to the time period prior to patient arrival at an acute care facility licensed pursuant to Chapter 2, commencing with Section 1250, of Division 2 of the California Health and Safety Code with a permit to provide basic emergency medical services, or an out-of-state acute care hospital which substantially meets the same requirements as determined by the local emergency medical services agency which is utilizing the hospital within the emergency medical services system, and is licensed in the state in which it is located.
1.9. Term. "Term" means and refers to any period of time during which Monterey is obligated to provide services pursuant to this Agreement.

ARTICLE II
TERM OF AGREEMENT
2.1 Term. The term of this Agreement shall be from 12:01 a.m. on January 1, 2012 through 7:44 a.m. on June 30, 2014.
2.2 Extension of Term. This Agreement may be extended by mutual written agreement of the Parties prior to the effective date of expiration.
2.3 Termination. Notwithstanding Section 2.1 or 2.2 of this Agreement, either party may terminate this Agreement by providing one hundred twenty (120) calendar days written notification to the other party, and
the term of this Agreement or any extension thereof shall be shortened accordingly. Written notice of termination shall be provided to the City Manager or City Administrator of the affected City, with duplicate notification to the Monterey Fire Chief.
(i) Carmel may terminate this Agreement with 30-day written notification to Monterey prior to June 30, 2012, and instead enter into a successor Agreement to provide full integration of Carmel Fire Ambulance services with the City of Monterey Fire Department, including transfer of employment of the Carmel Fire Ambulance personnel to the City of Monterey Fire Department.
2.4 Termination for Material Breach. Notwithstanding Sections 2.1 through 2.3 of this Agreement,
this Agreement may be terminated for material breach pursuant to the procedures set forth in Section 6.1 (e) and Section 6.2(e) of this Agreement.

ARTICLE Ill
FACILITIES AND EQUIPMENT
3.1. Title. Carmel shall retain title to all existing real property, buildings, equipment and vehicle(s) as described in Exhibit A of this Agreement.
3.2. Provision of Real Property, Equipment and Vehicles. For the duration of this Agreement and any extensions thereto, Carmel shall provide all real property, facilities, vehicle(s), and equipment as described in Exhibit A of this Agreement, or as may be mutually agreed by the Parties as additionally necessary to provide Fire Ambulance services from the Carmel fire station.
3.3 Use of Use of Real Property, Equipment and Vehicles. For the duration of this Agreement and any extensions thereto, Carmel authorizes use of any facilities, vehicle(s), and/or equipment as owned by Carmel and described in Exhibit A of this Agreement by Monterey Fire Department employees as may be necessary to provide services or support pursuant to this Agreement.
3.4. Operation, Maintenance, Repair, and Replacement. Carmel shall be responsible for all costs to operate, maintain, repair, and/or replace any real property, buildings, equipment and vehicles described in Exhibit A and may create such reserves for depreciation as may be necessary and prudent for replacement of equipment and vehicle(s). Carmel's Fire Ambulance services budget shall contain line item descriptions for operation and maintenance of vehicles and equipment.

ARTICLE IV
DUTIES OF MONTEREY UNDER THIS AGREEMENT
4.1 Scope of Services. Monterey shall provide administrative oversight and operational coordination of Advanced Life Support (ALS) ambulance services provided by Carmel from the Carmel fire station as more specifically described in Section 4.2 of this Article. In providing such services, Monterey shall administer the provisions of Carmel's policies and procedures relative to ambulance operations and provision of Prehospital emergency medical services as applicable to this Agreement. Throughout the term of the Agreement and as requested by either party, Monterey and Carmel shall meet to discuss any issues or concerns relative to provision of services pursuant to this Agreement.
4.2 Description of Administrative and Coordination Services to be provided by Monterey. Monterey's duties relative to administrative oversight and operational coordination of ALS ambulance services provided by, and the activities of, Carmel employees assigned to the Carmel Fire Ambulance from the Carmel
fire station and as authorized and funded within the current fiscal year by Carmel shall be as follows:
(a) Operational supervision of Carmel employees permanently or temporarily assigned to staff the Carmel Fire Ambulance who provide fire response and Prehospital emergency medical services within their training and authorized scope of practice;
(b) Administrative coordination of all training of Carmel employees assigned to staff the Carmel Fire Ambulance, including all federal and state mandated firefighter training and Pre hospital emergency medical training as necessary to maintain the employees' EMT-P license or EMT certification;
(c) Administrative coordination of supplemental fire and EMS training as may be authorized and funded within the current Carmel fiscal year budget;
(d) Operational management of the current fiscal year budget for the Carmel Fire Ambulance as approved and/or modified by the Carmel Council;
(e) Coordination of procurement of all operational supplies, services, and equipment by Carmel for the Carmel Fire Ambulance as authorized by Carmel Council and funded within the current Carmel fiscal year budget;
(0 Fire Chief or designated Chief Fire Officer representation at Carmel Council meetings, executive management meetings, community events, or other meetings or forums relative to Carmel Fire Ambulance operations as requested by the Carmel City Administrator;
(g) Full operational integration and coordination of all activities of the Carmel Fire Ambulance with fire services provided by Monterey from the Carmel fire station pursuant to the Agreement to Provide Fire Services Between the Cities of Monterey and Carmel-by-the-Sea dated November 16, 2011;
(i) Management of emergency incident operations involving the Carmel Fire Ambulance to ensure conformance with applicable laws, regulations, policies, procedures, and accepted industry practices relative to emergency incident management.
(h) Emergency Relief Fire Ambulance Staffing. In the event Carmel is unable to provide minimum staffing of its Fire Ambulance relative to BLS certified personnel, Monterey may, upon request of Carmel and to the extent operationally possible, provide BLS-certified Monterey fire personnel to Carmel to staff the
Carmel Fire Ambulance as follows:
(i) Carmel shall exhaust all options to resolve any staffing shortage for the Carmel Fire Ambulance with Carmel employees prior to requesting emergency relief staffing from Monterey;
(ii) The Carmel Fire Ambulance Operational Manager, or designated representative, shall contact the Carmel fire station on-duty Fire Captain to initiate a request for emergency relief staffing from Monterey. The on-duty Fire Captain shall forward the request for emergency relief staffing as soon as possible to the Monterey duty Division Chief for action. Requests for emergency relief staffing shall not be made more than forty-eight (48) in advance of an anticipated or known need;
(iii) The Monterey duty Division Chief shall facilitate the selection, notification, and scheduling of a Monterey Fire Department employee to provide the requested relief staffing in conformance with all applicable Monterey policies and procedures;
(iv) The Monterey duty Division Chief shall provide the name, rank, and contact information of the Monterey employee scheduled to provide the requested emergency relief staffing to the Carmel fire station on-duty Fire Captain, who shall forward such information to the Carmel Fire Ambulance Operational Manager and on-duty Paramedic Firefighter. In the event no Monterey Fire Department employee is available to fill the relief staffing request, the Monterey duty Division Chief shall notify the Fire Chief and the Carmel duty Captain as soon as possible;
(v) The provision of emergency relief staffing to Carmel Fire Ambulance is conditional upon a regular full-time Carmel Paramedic Firefighter to be on duty concurrently with the designated Monterey employee providing the emergency relief staffing;
(vi) Monterey employees assigned to work in Carmel pursuant to this Section shall work under the direct supervision of the on-duty Monterey Fire Captain at the Carmel station;
(vii) Any dispute or problem that may arise between Carmel Fire Ambulance employees and a Monterey employee providing emergency relief staffing to Carmel Fire Ambulance shall be immediately referred to the Monterey duty Division Chief for resolution. In the event a mutually satisfactory resolution cannot be readily achieved, Monterey reserves the right to withdraw its employee from the emergency relief assignment;
(viii) Carmel agrees to reimburse Monterey for all actual costs of such emergency relief staffing services provided by Monterey pursuant to this Section as further described in Section 6.1 (b).
(i) The Monterey Fire Chief, while remaining an employee of the City of Monterey, shall also serve as the Administrative Coordinator of Carmel Fire Ambulance services as provided by Carmel from the Carmel fire station.
(i) Monterey shall provide all equipment and transportation as necessary for Monterey employees to provide the services described in Section 4.2.

ARTICLE V
DUTIES OF CARMEL UNDER THIS AGREEMENT
5.1 Scope of Services. Carmel shall provide administration and management of Basic Life Support (BLS) and Advanced Life Support (ALS) services provided by Carmel Fire Ambulance from the Carmel fire station as more specifically described in Section 5.2 of this Article.
5.2 Description of Administration and Management Services to be provided by Carmel. Carmel's duties to provide administration and management services relative to Fire Ambulance services provided by Carmel from the Carmel fire station shall be as follows:
(a) Responsibility for Administration and Management of Medical Services. Carmel shall be responsible for ensuring the administration and management of all Prehospital emergency medical services provided under this Agreement by the Carmel Fire Ambulance are in compliance with Division 9 of Title 22 of the California Code of Regulations, and in compliance with all regulations, policies, and procedures of the Monterey County Emergency Medical Services Agency relative to Prehospital BLS and ALS emergency medical
services, including but not limited to, the following:
(i) Provide Prehospital emergency medical services, including patient transportation, in conformance with Monterey County EMS policy and protocols and state regulations within the Carmel Fire Ambulance service area as defined by the Monterey County EMS Agency;
(ii) Provide Prehospital emergency medical services within the defined service area on a continuous twenty-four-hour-per-day basis;
(iii) Provide Prehospital emergency medical services under the medical control of the Monterey County EMS Medical Director;
(iv) Participate in the Monterey County EMS system and comply with all applicable
State regulations and local policies and procedures, including participation in the Monterey County Emergency
Medical Services Agency's Continuous Quality Improvement (CQI) program;
(v) Provide, maintain, repair, and replace as necessary any telecommunications equipment required by the EMS Agency;
(vi) Provide and maintain a valid Controlled Substance Registration Certificate from the U.S. Department of Justice;
(vii) Provide and maintain a drug and solution inventory, and other medical equipment and supplies as minimally specified by the EMS Agency;
(viii) Assess the knowledge of its ALS providers in local policies, procedures, and protocols and assess paramedic skill competency as required by the EMS Agency;
(ix) Ensure that all paramedics employed by Carmel possess a current state EMT-P license, active accreditation by the Monterey County EMS Agency, and maintain all other certifications and training required by Monterey County EMS policy;
(x) Ensure that a Patient Care Record (PCR) is created for every patient response, that the PCR is fully and accurately completed, and that the PCR is distributed to the EMS Agency, receiving hospital, and paramedic service provider;
(xi) Ensure provision of an internal Continuous Quality Improvement (CQI) program that has been approved by the EMS Agency;
(xii) Permit agents of the EMS Agency, base hospital coordinators, and emergency physicians to observe Carmel's provision of Prehospital emergency medical services on the Carmel Fire ambulance;
(xiii) Provide specific targeted EMS skill remediation as directed by the EMS Agency Medical Director in the event a Carmel paramedic employee is determined to need additional training, observation, or testing as determined by Carmel, the EMS Medical Director, or the CQI program;
(b) Other Administration and Management Services. Carmel shall be responsible for providing the following additional administration and management services relative to Carmel Fire Ambulance as provided by Carmel employees from the Carmel fire station:
(i) Development and administration of the current fiscal year budget relative to Prehospital BLS and ALS ambulance services provided by Carmel from the Carmel fire station as approved and/or modified by the Carmel City Council;
(ii) Procurement, maintenance, repair, and replacement as necessary of all office equipment and supplies as needed to support Carmel Fire Ambulance operations at the Carmel fire station, including but not limited to all computer, photocopier, telephone communications, office furniture, and related office equipment and supplies as necessary and utilized exclusively for Carmel Fire Ambulance operations at the Carmel fire station;
(iii) All personnel management support services as necessary to provide and maintain ALS Fire Ambulance services from the Carmel fire station, including but not limited to Carmel employee recruitment, hiring, evaluation, labor relations, discipline, payroll, and benefits management services;
(iv) All accounting services as necessary to support Carmel Fire Ambulance services;
(v) Procurement, maintenance, repair, and replacement as necessary of any vehicle(s) and related equipment utilized to provide Prehospital emergency medical services by Carmel;
(vi) Workers' Compensation and general or public liability insurance for Carmel employees assigned to the Carmel Fire Ambulance to provide BLS orALS Prehospital emergency medical services as further described in Section 7.3 of this Agreement;
(vii) Automobile liability and all risk property insurance for vehicle(s) and property owned by Carmel as described in Exhibit A of this Agreement and used to provide Prehospital emergency medical services from the Carmel fire station as further described in Section 7.3 of this Agreement.

ARTICLE VI
FEES FOR SERVICES
6.1. Fees for Services. Carmel agrees to compensate Monterey for all services provided pursuant to the terms and conditions of this Agreement as follows:
(a) The period from January 1, 2012, through June 30, 2012, shall be the Initial Period. For the Initial Period, Monterey shall provide services to Carmel pursuant to this Agreement, with the exception of services provided pursuant to Section 4.2(h), without additional consideration providing that Carmel maintains an Agreement to Provide Fire Services between the Cities of Monterey and Carmel-by-the-Sea for the entire term of this Agreement.
(b) For services provided by Monterey to Carmel pursuant to this Agreement subsequent to the end of the Initial Period on June 30, 2012, and prior to the end of the term of this Agreement on June 30, 2014, as described in Section 2.1, Carmel shall, on the first day of each month beginning July 1, 2012, remit to Monterey one twelfth (1/12) of the Annual Fee for Services as shown in Exhibit C of this Agreement. Said
monthly payments for services shall be due by the 15th day of the each month that Monterey provides Fire
Ambulance Administration Services to Carmel, and the amount of the payments will be prorated for any
partial months that service is provided to Carmel.
(c) For Emergency Relief Staffing services provided pursuant to Section 4.2(h) of this Agreement, Carmel agrees to reimburse Monterey all actual personnel costs for services provided plus a ten percent administrative fee. Monterey shall provide a separate detailed invoice to Carmel by the 15th day of each month for emergency relief staffing services provided during the prior calendar month.
(i) Carmel agrees to remit to the amount invoiced by Monterey pursuant to this Section within ten (1 0) days of receipt of the invoice.
(d) In the event that Carmel fails to pay the entire amount due to Monterey as described in section 6.1 (b) and/or 6.1 (c) within thirty (30) days of the due date, interest shall accrue to the unpaid balance at an annual equivalent rate equal to the Prior Year Penalty Factor, determined from the date the payment was originally due. The Prior Year Penalty Factor shall be the interest rate earned on Monterey's entire investment portfolio for the preceding Fiscal Year plus two percent (2%). For example, if the rate of return on Monterey's entire investment portfolio for the preceding Fiscal Year was four percent (4%) the Prior Year Penalty Factor will be six percent (6%).
(e) Failure by Carmel to pay the amount(s) due pursuant to Section 6.1 (b) or 6.1 (c) plus the interest due pursuant to Section 6.1 (d) within three (3) months of the due date shall constitute a material breach of this Agreement. Notwithstanding Article II of this Agreement, in the event of such material breach, Monterey shall have the right to terminate this Agreement upon the provision to Carmel of three (3) months written notice of said termination, and the Term of this Agreement or any extension thereof shall be shortened accordingly. The termination shall not be effective if Carmel pays Monterey all amounts due within thirty (30) days of such notice. Termination of this Agreement pursuant to this section shall not be construed to limit the right of Monterey to obtain, by any means available at law, any monies due to it from Carmel pursuant to this Agreement.

ARTICLE VII
INDEMNIFICATION AND INSURANCE
7.1 Mutuallndemnification.
(a) Each Party shall indemnify, defend and hold harmless the other Party, to the extent allowed by law and in proportion to fault, against any and all third-party liability for claims, demands, costs or judgments (direct, indirect, incidental or consequential) involving bodily injury, personal injury, death, property damage or other costs and expenses (including reasonable attorneys' fees, costs and expenses) arising or resulting from the acts or omissions of its own officers, agents, employees or representatives carried out pursuant to the obligations of this Agreement.
(b) Each Party shall protect, defend, indemnify and hold harmless the other Party (including their officials, employees and agents as the same may be constituted now and from time to time hereafter) from and against any and all liabilities, losses, damages, expenses or costs, whatsoever (including reasonable attorneys' fees, costs and expenses), which may arise against or be incurred by the other Party as a result of or in connection with any actual or alleged breach of this Agreement by either Party.
(c) Carmel shall be responsible for all third-party liability, including third-party property damage, caused by the negligence or wrongful acts of Carmel officers, officials, and employees resulting from Carmel's operation of Carmel vehicles and equipment, or resulting from maintenance performed pursuant to Section 5.2(e) of this Agreement.
(d) Except for any duties either Party owes to the other pursuant to the provisions of this Agreement, nothing in this Agreement shall be construed to waive any legal protections or immunities available to the Parties under state or federal law.
7.2 Mutual Indemnification Obligations Survive Termination. As to activities occurring or being carried out in performance of this Agreement and during the Term of this Agreement, the obligations created by Section 7.1 shall survive termination of this Agreement. Accordingly, the Parties hereby expressly agree to waive the pro rata risk allocation contained in California Government Code Section 895.6.
7.3 Public Liability and Property Insurance.
(a) Each Party shall maintain in effect, at its own cost and expense, throughout the Term of this Agreement and any extensions thereof, the following insurance coverage provided either through a bona fide program of self-insurance, commercial insurance policies, or any combination thereof:
(i) Commercial general liability or public liability with minimum limits of $1 ,000,000 per occurrence and $2,000,000 in the aggregate.
(ii) Auto liability including owned, leased, non-owned, and hired automobiles, with a combined single limit of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate.
(iii) If a Party employs others in the performance of this Agreement, that Party shall maintain Workers' Compensation in accordance with California Labor Code section 3700 with a minimum of $1,000,000 per occurrence for employer's liability, for the duration of time that such workers are employed.
(iv) All risk property insurance, excluding earthquake and flood, on all
permanent property of an insurable nature in an amount sufficient to cover at least 1 00% of the
replacement costs of said property. In any event, Carmel shall maintain property insurance coverage for all
the real property, buildings, equipment and apparatus utilized to provide fire ambulance services within
Carmel from the Carmel fire station.
(b) All insurance required by this Agreement shall:
(i) Be placed (1) with companies admitted to transact insurance business in the State of California and with a current A.M. Best rating of no less than A:VI or with carriers with a current A.M. Best rating of no less than A: VII; or (2) disclosed self-insurance with limits acceptable to the other Party.
(ii) Provide that each Party's insurance is primary and non-contributing insurance to any insurance or self-insurance maintained by the other Party and that the insurance of the other Party shall not be called upon to contribute to a loss covered by a Party's insurance.
(c) Prior to January 1, 2012, each Party shall file certificates of insurance with the other Party evidencing that the required insurance is in effect.
7.4 Workers' Compensation. Each party shall be responsible for their own employees with regard to Workers' Compensation insurance coverage during the tenure of this Agreement. In the event of a claim for workers compensation, the respective party shall admit their employment relationship to the employee within 14 days of the filing of the claim.
7.5 Immunity Preservation. Nothing in this Agreement shall be read as waiving or limiting any defense to claims of liability otherwise available to fire personnel, and/or public employees, such as the defense of qualified immunity. Nothing in this Agreement shall be read as intending to create or creating a higher duty of care on the part of either Carmel or Monterey, or their officers, than would otherwise exist
under existing law and the involved Party's own policies, practices, and procedures.

ARTICLE VIII
MISCELLANEOUS
8.1 Special Employment Relationship Established. The Parties agree that whenever Monterey performs services pursuant to Article IV of this Agreement that Monterey shall become a special employer of the Carmel employees, and that Monterey shall have the authority to direct and control the work of said Carmel
employees. The parties agree that the command structure creates a dual employment relationship among
Carmel employees subjected to the supervision of Monterey.
(a) The Parties agree that, for the purpose of any potential injuries arising during the dual employment, each party will be responsible for compensation due to said injured person according to which entity has that employee on payroll at the time of the injury pursuant to Insurance Code section 11663. Carmel
employees have consented to this special employment relationship as set forth in the letter agreement attached hereto as Exhibit B.
8.2 Amendments to Agreement. No part of this Agreement shall be altered or amended except by mutual written agreement of the signatory Parties.
8.3 Assignment. The rights and obligations of the Parties under this agreement are not assignable and shall not be delegated without the prior written approval of the Parties.
8.4 Dispute Resolution. The Parties recognize that this Agreement cannot represent a complete expression of all issues that may arise during the performance of the Agreement. Accordingly, the Parties agree to meet and confer in good faith over any issue not expressly described herein. It is the Parties' intention to avoid the cost of litigation and to resolve any issues that may arise amicably, if possible. To that end, the Parties agree to meet within ten (10) business days of a request made by the other party in writing to discuss the issues and attempt to resolve the dispute. If the dispute is not resolved after that meeting, the Parties agree to mediate the dispute within 30 calendar days of the meeting or as soon thereafter as possible. The mediator will be chosen by mutual agreement of the Parties. The costs of mediation will be borne by the Parties equally. No party may initiate litigation prior to the conclusion of mediation. In any action brought under this Agreement, the prevailing Party shall be entitled to recover its actual costs and attorney fees pursuant to California Civil Code section 1717. herein:
8.5 Exhibits. The following exhibits are attached hereto and incorporated as if fully set forth
Exhibit A:
Exhibit B:
Exhibit C:
Carmel Fire Ambulance Equipment and Property Inventory
Carmel Fire Ambulance Employees Association Acknowledgement and Consent to Agreement to Provide Limited Ambulance Administration
Services between the Cities of Monterey and Carmel-by-the-Sea Annual Fee for Services

8.6 Notices. All notices required or permitted hereunder shall be deemed sufficiently given if delivered by hand, electronic mail, or by United States mail, postage prepaid, addressed to the Parties at the addresses set forth below or to such other address as may, from time to time, be designated in writing.

To Carmel: City Administrator
City Hall
PO Box CC
Carmel-by-the-Sea, CA 93921

To Monterey: City Manager
City Hall
580 Pacific Street
Monterey, CA 93940

IN WITNESS WHEREOF, the Parties execute this agreement hereto on the day and the year first
written above.
APPROVED AS TO FORM:
By:   City of Carmel-by-the-Sea
By:

Christine Davi, Interim City Attorney, City of Monterey
ADOPTED BY:
CITY OF CARMEL-BY-THE-SEA, A Municipal Corporation
By: Date: _
--- -------

Exhibit A
l._ carmel Fire Am·bulance

Property lnventorv

Location Item Description No. Condition
Ambulance 7166 2010 Ford F450 Super Duty VIN# 1FDAFGRXAEA83161 Good
Portable Suctions Good -
Strkyer Gurney MX-Pro Good
LifePac 15 Good
Airway Bag Good
Drug Box Good
Pediatric Bags Good
Air Splints Good
I Backboards I Good
LP 15 Battery Charger Good
I
Ambulance 7165 1999 Ford Good
Airway Bag Good
Drug Box Good
Pediatric Bags Good
Strkyer Gurney Good
Portable Suction Good
Pic 50 Monitor Good
Air Splints Good
Backboards Good
Office (1) Sound System/CO Player Good
(1) Floor Heater Good
Page 12 of 15
16
Exhibit A
~ Carmel Fire Ambulance . "
: Property Inventory
:
~-
I ---- -- Description -- - - ~ I No. ~ --
Location I Item Condition
Office (3) HP Computer Towers Good
(2) HP Computer Keyboards Good
(2) Logitech Wireless Mice Good
(1) HP Computer Monitor Good
(1) View Sonic Computer Monitor Good
(1) Optiquest Computer Monitor Good
(1) Set Altec Lansing Computer Speakers Good
(1) Set Labter Computer Speakers Good
(1) Computer Back Up Good
(1) Multi Line Phone System-RCA Good
(2) Power Savers Good
(1) Cordless Phone-RCA Good
(4) 2 Drawer File Cabinets Good
(1) HP Inkjet Computer Printer Good
(1) Wall Clock Good
(3) View Sonic Computer Monitors Good
(2) HP Computer Keyboards and Mice Good
(2) HP Computer Towers Good
(1) Rolling Desk Chair l Good
(3) 4 Drawer File Cabinets Good
(2) Computer Desks Good
(1) 2 Drawer File Cabinet Good
. (1) 3 Drawer File Cabinet Good
(2) Shelving Units Good
(1) Logitech Computer Keyboard Good
(1) Microsoft Wireless Computer Mouse I Good
l

Exhibit B
Acknowledgement and Consent to Agreement to Provide Limited Ambulance Administration
Services between the Cities of Monterey and Carmel-by-the-Sea
Carmel Fire Ambulance Employees Association
I hereby attest that I represent all members of the Carmel Fire Ambulance Employees Association and
that I am authorized to act on their behalf. In that capacity, I have received and reviewed a copy of the draft
Agreement, dated December 21, 2011, to provide limited interim ambulance administration services between the Cities of Monterey and Carmel-by-the-Sea commencing at 12:01 a.m. on January 1, 2012.
As representative of the Carmel Fire Ambulance Employees Association, I interpose no objection to
any term or condition of said Agreement.