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HomeMy WebLinkAbout1990-05-22 - AGENDA REPORTS - NEWHALL AMBULANCE CONTR (2)I AGENDA REPORT City Manager Approval —Ze Item to be presented b UNFINISHED BUSINESS Ken Pulskamp DATE: May 22, 1990 SUBJECT: Newhall Ambulance Contract DEPARTMENT: City Manag r BACKGROUND At the Council meeting of February 27, 1990, the City Council directed staff to finalize a service agreement with Newhall Ambulance Incorporated and later direct it back to the Council for consideration and final approval. There are five specific areas within the service agreement which should be noted. 1. Indemnification: Newhall Ambulance agrees to indemnify and hold harmless the City from any liability. 2. Rates: The rates in this agreement correspond to the rate structure imposed by the County. 3. Identification: Newhall Ambulance, Inc. will be identified as Santa Clarita Ambulance Service. Accordingly, Newhall Ambulance will provide service to the Emergency Preparedness Committee and provide available resources to the City for medical training and development of a disaster response unit. In addition, all ambulances will display the City seal. 4. Term: The term of the agreement is one year with automatic successive one year terms, up to five years. 5. Equipment: All equipment will be subject to the inspection and approval of the City. This agreement has been distributed to Wilson Ambulance and the County of Los Angeles for review. RECOMMENDATION - That the City Council consider and approve the agreement with Newhall Ambulance Incorporated. ATTACHMENT Emergency Ambulance Service Agreement Confinued to: --4 �Z/w Agenda Item: EMERGENCY AMBULANCE SERVICE AGREEMENT THIS AGREEMENT is made and entered into this day of 1990, by and between the CITY of SANTA CLARITA (hereafter referred to as "CITY"), and NEWHALL AMBULANCE, INC. (hereafter referred to as "CONTRACTOR"). WITNESSETH WHEREAS, the County of Los Angeles ("COUNTY") possesses the statutory duty to provide ambulance services to indigent persons; and WHEREAS, the County has contracted with Wilson Ambulance Service, Inc. ("WILSON") to provide such services for a "County bid area J-10," including the area incorporated as the City; and WHEREAS, Wilson has subcontracted with Newhall Ambulance Service, Inc. ("CONTRACTOR"), whereby contractor shall ,provide emergency ambulance services within the area of "County bid area J -IO" which is incorporated as the City; and WHEREAS, CITY desires to secure efficient emergency ambulance service within its geographical limits for persons injured in traffic and other violent accidents and for incapacitated persons unable to transport themselves to a hospital; and 0 WHEREAS, CITY does not own any ambulances to accomplish said objective; and WHEREAS. CONTRACTOR does possess and operate such equipment and is willing to provide same to meet such objective; NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows: 1. RESPONSIBILITY FOR INDIGENT CARE: It is understood by the parties that the COUNTY possesses the duty to provide medical care and emergency transportation for all indigents residing in the County, pursuant to City of Lomita v. County of Los Angeles (1983) 148 Cal.App.3d 671 and City of Lomita v. County of Los Angeles (1986) 186 Cal.App.3d 479. While the CITY has jurisdiction to contract for emergency medical services, nothing in this Agreement abrogates or limits the responsibility of the COUNTY to provide indigent medical care and emergency transportation following the termination of this Agreement. 2. TERM: A. The effective date of this Agreement shall be July 1, 1990, and shall continue in full force and effect for one (1) year; provided, however, this Agreement shall automatically renew for successive one year terms, up to a -2- • total of five years upon the same terms and conditions set forth herein. B. Notwithstanding any other provision of this Agreement, CITY or CONTRACTOR may terminate this Agreement at any time upon thirty (30) days written notice at the following addresses: (1) For CITY: George Caravalho City Manager City of Santa Clarita 23920 Valencia Boulevard, Suite 300 Santa Clarita, California 91355 (2) For CONTRACTOR: Tim M. Jorgensen Newhall Ambulance, Inc. 20607 W. soledad Canyon Road Canyon County, California 91351 Such notice shall be delivered by personal service or deposited in the United States Mail, postage fully paid. -3- C. Notwithstanding any other provision of this Agreement, CITY may terminate this Agreement immediately upon the determination by.CITY that: (1) CONTRACTOR, itS agents, sub -contractors, or employees are engaging in, or there is reasonable justification to believe that CONTRACTOR, its agents, sub -contractors, or employees, are engaging in a course of conduct which poses a danger to the lives or health of patients receiving or requesting emergency medical care and transportation service; or (Z) Insolvency of CONTRACTOR. D. Notwithstanding any other provision of this Agreement, the failure of CONTRACTOR or its officers, agents or employeesto comply with the terms of the Agreement shall constitute a material breach hereof and the Agreement may be terminated immediately. Failure to exercise this right of termination shall not constitute waiver of such right, which may be exercised at any subsequent time. i 3. ADMINISTRATION: A. CONTRACTOR shall designate a Contract Manager assigned to function as liaison with CITY regarding CONTRACTOR'S performance under this Agreement. The name of the Contract Manager shall be provided to CITY prior to the effective date of this Agreement. -4- 4. SERVICE LOCATIONS AMBULANCES AND CREWS: A. CONTRACTOR shall have available for services hereunder, on a 24 hour, round-the-clock basis, fully equipped and operable emergency ambulance vehicles, properly staffed with licensed personnel at the locations described as; 20607 Soledad Canyon Rd., Canyon Country and 26011 Bouquet Canyon Rd., Santa Clarita, California. B. CONTRACTOR shall respond with its nearest ambulance from either of the aforesaid locations to all calls received from a duly authorized representative of the County of Los Angeles Sheriff's Department, County of Los Angeles Forester and Fire Warden, the California Highway Patrol, the Police Department, the Department of Health Services or any other public safety agency of CITY or performing services for CITY; provided, however, that in the event CONTRACTOR does not have an ambulance vehicle immediately available from either of the aforesaid locations, or response will be delayed beyond the time set forth herein for response, CONTRACTOR will respond an ambulance from the ambulance service servingthe adjacent areas of the Santa Clarita Valley. CONTRACTOR agrees to maintain accurate records of response times. These records, upon request, shall be made available for review by CITY. CONTRACTOR agrees that it will keep CITY apprised of its branch offices and name of auxiliary ambulance companies -5- under the control of CONTRACTOR'S parent company, together with their addresses, telephone numbers, and number of ambulances normally available from each address and such other pertinent information as may be required. S. RATES; A. CONTRACTOR shall charge no more than the rates allowable under the COUNTY contract with WILSON and WILSON'S contract with CONTRACTOR, up to the following rates for one patient: (1) Patient transport with equipment and personnel at an Advanced Life Support (ALS) level, $271.75; (2) Response to call with equipment and personnel at a Basic Life Support (BLS) level, $163.00; (3) Code 3 used during response of transport per incident, $60.50; (4) Code 2 used during response or transport per incident, $24.00; (5) Mileage Rate. Each mile or fraction thereof, $9.25; (6) Waiting Time. For each fifteen (15) minutes or fraction thereof, after the first fifteen minutes of waiting time at the request of the person hiring the ambulance, $24.50; -6- (7) Standby Time. The base rate for the prescribed level of service and, in addition, for each fifteen (15) minutes, or fraction thereof, after the first fifteen (15) minutes of standby time, $24.00; B. CONTRACTOR shall charge no more than the following rates for multiple patient loads: (1) For multiple patient loads from the same point of origin to the same destination, CONTRACTOR shall charge one-half (1/2) of the base rate and one-half (1/2) of the mileage rate for each additional patient. The total charges shall then be divided equally among the patients transported. C. Special Charges. CONTRACTOR shall charge no more than the following rates for special ancillary services: (1) Requests for service after 7:00 PM and before 7:00 AM of the next day shall be subject to an additional charge of $39.00; (2) Persons requiring oxygen shall be subject to an additional maximum charge per tank, or fraction thereof, of $30.25; (3) Backboard, Splints, KED: $23.75 (4) Traction Splints: $42.25 -7- the call was a land based response. D. The rates charged as set forth herein shall be adjusted effective July 1, 1991, and on July 1 of each year thereafter, according to the Consumer Price Index. Such adjustment shall be made by multip!ying the base amounts by the percentage change in the transportation portion of the Consumer Price Index for All Urban Consumers, Western Region, as compiled and reported by the Bureau of Labor Statistics for the twelve (12) month period ending with the last day of the prior month. The result shall be rounded to -8- (5) Transport -Medical Personnel . first half (1/2) hour; $15.25 (6) Completion of Insurance Form: $ 6.25 (7) i Neonatal Transport: $90.75 (8) Disposable Linen; $ -0- (9) Ice Packs: $13.25 (10) Bandages/Dressings: $ -0- (11) Oxygen Cannula/Mask: $ -0- (12) Cervical Collar: $20.75 (13) Obstetrical Kit: $23.00 (14) Burn Kit: $23.00 (15) Nurse Critical Care Transport: $108.00 per hour (16) Helicopter Su ort Response: An operator may charge all service and Supply charges that would apply if the call was a land based response. D. The rates charged as set forth herein shall be adjusted effective July 1, 1991, and on July 1 of each year thereafter, according to the Consumer Price Index. Such adjustment shall be made by multip!ying the base amounts by the percentage change in the transportation portion of the Consumer Price Index for All Urban Consumers, Western Region, as compiled and reported by the Bureau of Labor Statistics for the twelve (12) month period ending with the last day of the prior month. The result shall be rounded to -8- the nearest $0.25. CONTRACTOR shall initiate implementation of these rate changes by proposing the appropriate amendments to this contract by ,lune 1 of each year. 6. AMBULANCE RESPONSE TIMES: A. CONTRACTOR shall meet in ninety percent (90%) or more of all ambulance runs during any calendar month the following response time criteria: URBAN: 10 Minute Response. A census tract with a population density of more than 100 persons per square mile. RURAL: 25 Minute Response. All census tracts with a population density of 10 to 99 persons per square mile. WILDERNESS: 60 Minute Response. Census tracts and enumeration districts without census tracts which have a population density of less than 10 persons per square mile. B. CONTRACTOR shall perform the following ambulance services at no cost to CITY: (1) Emergency ambulance services for indigent patients. -9- I� (2) Dry Run services which are defined as those services rendered by CONTRACTOR, acting upon an official 9-1-1 request, and where, while en route to the scene of the emergency or upon arrival at the scene CONTRACTOR is advised by representatives of the agency which initially requested CONTRACTOR'S service that such service is not required. (3) 9-1-1 custody cases. C. The parties acknowledge that there shall be no billing to CITY by CONTRACTOR for "Uncollectibles", "dry runs" "custody cases" or "indigent transports." 7. CONTRACTOR"S. GENERAL RESPONSIBILITIES: A. Employee Performance: CONTRACTOR shall not permit any employee, including a dispatcher, to perform services hereunder while under the influence of any alcoholic beverage, medication, narcotic, or other substance which might impair the employee's physical or mental performance. 'Personnel of each ambulance when answering a call shall be neat and clean in appearance and shall handle the injured in a manner consistent with proper emergency care procedures. B. Crew Quarters: CONTRACTOR agrees that crew quarters in all of its facilities from which emergency -10- transportation services are provided under this Agreement shall be maintained in a clean and sanitary condition. C. Equipment: CONTRACTOR shall maintain all of its equipment in a clean and sanitary condition at all times. This equipment shall be subject to inspection and approval by the CITY. All ambulances shall be equipped with adequate equipment and supplies, including, but not necessarily limited to, equipment designated by State regulations and by Los Angeles County ordinances or required by the City Manager or designee. D. California Highway Patrol Permit: For all ambulances used pursuant to this Agreement, a permit shall be obtained and kept in force by CONTRACTOR from the California Highway Patrol for the operation of its ambulances. E. Expenses: All expenses incurred in operating the ambulance service provided herein shall be borne by CONTRACTOR. F. Compliance: CONTRACTOR shall comply with all applicable rules, regulations, ordinances, statutes, and laws pertaining to the operation of an ambulance service, as may now be in effect or.as any of them may be amended from time to time. -11- G. CITY IDENTIFICATION: CONTRACTOR shall identify its services with CITY by performing the following at no charge to CITY: (1) Change the physical identity, by lettering and otherwise, of all ambulances to "SANTA CLARITA AMBULANCE SERVICE" or other title as may be approved by the City Manager; and (2) Display the CITY seal on all vehicles of CONTRACTOR; and (3) Provide assistance to CITY'S Emergency Preparedness Committee, upon the direction of the City Manager; and (4) Provide available resources to all CITY departments, at the direction of the City.Manager, for in- service training of City Staff; and (5) Develop a Disaster Response Unit ("DRU") for CITY to assist with multiple victim collisions related to natural and man-made disasters, such as earthquakes, structure collapses, multiple vehicle collisions, airplane crashes, commercial transportation collisions, and similar incidents; and (6) Other acts, at the Citv Manacer's direction. to promote the progress and image of CITY, including but not limited to, CITY disaster drills, educational seminars, and public CPR training courses. -12- 8. CITY'S GENERAL RESPONSIBILITIES; A. Meetin with CONTRACTOR: A representative of CITY shall meet with representatives of CONTRACTOR at such times as appropriate during the term of this Agreement to evaluate and confer on standards and to form criteria to measure CONTRACTOR'S performance. Such meetings shall be set at mutually agreeable dates. B. Waiting Time and Dry Runs: The CITY and CONTRACTOR shall take all reasonable steps to reduce Sheriff Swat Team waiting times, helicopter, and other "dry runs" by, including, but not .limited to, reviewing dispatches and meeting with the public safety agencies. 9. TRANSPORTATION TO MEDICAL FACILITY: A. In the absence of decisive factors.to the contrary, CONTRACTOR shall transport an emergency patient hereunder to the most accessible and nearest emergency medical facility equipped, staffed, and prepared to receive emergency cases and administer emergency medical care appropriate to the needs of the patient. if base hospital contact has been made for an Advanced Life Support ("ALS") patient, the decision of the base hospital physician relative to patient destination shall control the destination of the.ambulance and patient. -13- B. Nothing stated herein shall preclude a competent patient or his/her legal representative from specifying a different hospital or other destination. C. CONTRACTOR shall provide the receiving facility with documentation, issued by the public safety agency requesting the transport, indicating that the patient is a patient for purposes of this Agreement. 10, INDEPENDENT CONTRACTOR STATUS: A. CONTRACTOR is aln independent contractor and this Agreement is not intended, and shall not be construed, to create the relationship of agent, servant, employee, partnership, joint venture, or association, as between CITY and CONTRACTOR. B. CONTRACTOR understands and agrees that all personsurnishing services to CITY pursuant to this 1 Agreement are, for all purposes, including Worker's Compensation liability, employees solely of CONTRACTOR and not of CITY. C. CONTRACTOR shall bear the sole responsibility and liability for furnishing Worker's Compensation benefits to any employee for injuries arising from or connected with services performed on behalf of CONTRACTOR pursuant to this Agreement. -14- 11. INDEMNIFICATION AND INSURANCE: A. Indemnification: CONTRACTOR hereby indemnifies, promises to defend, and saves harmless CITY, its agents, officers, and employees from and against any and all liability, suits; expenses, including defense costs and legal fees, and Claims for damages of any nature whatsoever, including, but not limited to, bodily injury, death, personal injury, property damage or any damage whatsoever, arising from or connected directly or indirectly with the performance of this Agreement or CONTRACTOR'S operations or its services hereunder, including any Worker's Compensation suits, liability, or expenses arising from or connected with services performed on behalf of CONTRACTOR by any person pursuant to this Agreement. Such indemnification includes any challenge by any party to the ability of CITY and CONTRACTOR to execute and enforce this Agreement. B. Insurance: Without limiting CONTRACTOR'S indemnification of CITY, CONTRACTOR shall provide and maintain at its own expense during the term of this Agreement the following form(s) of insurance covering its operation hereunder. Evidence of such programs satisfactory to CITY shall be delivered to CITY on or before the effective date of this Agreement.. Such evidence of insurance shall specifically identify this Agreement and shall contain the express conditions that CITY is to be -1s- given written notice at least thirty (30).days in advance of any modification or termination of any program of insurance: (1) General Liability: A program including, but not limited to, comprehensive general liability, endorsed For contractual liability products/completed operations independent CONTRACTOR, and personal injury Coverage with combined single limit of not less than One Million Dollars ($1000,000.00) per occurrence; and emergency medical technicians (EMT) malpractice insurance coverage with a limit of not less than One Million Dollars ($1400400.00) per claim. Such insurance shall be a primary to and not contributing with any other insurance maintained by CONTRACTOR and shall name the CITY as an additional insured. Citv shall be civen thirty (30) days written notice of any termination or modification of such insurance policy. (2) Worker's Compensation: A program of worker's Compensation insurance in an amount and form to meet all applicable requirements of the Labor Code of the State of California, and which specifically covers all persons -16- i I. providing services on behalf of CONTRACTOR and all risks to such persons under this Agreement. City shall be given thirty (30) days written notice of any termination or modification of such insurance policy. (3) Comprehensive Auto Liability: A program endorsed for all owned and non -owned vehicles with a combined single limit of at least One Million Dollars ($1,000,000.00) per occurrence. City shall be given thirty (30) days written notice of any termination or modification of such insurance policy. C. Failure to Procure Insurance: Failure on the part of CONTRACTOR to procure or maintain required insurance shall Constitute a material breach of this Agreement upon which CITY may immediately terminate this Agreement with or without notice. 12. CONFLICT OF INTEREST: A. No CITY officer or employee whose position in CITY enables said CITY employee to influence the award or administration of this Agreement and no spouse or economic dependent of such officer or employee shall be employed in any capacity by CONTRACTOR, or have any direct or indirect financial interest in this Agreement. No officer or subcontractor of CONTRACTOR who may financially benefit from -17- • the provision of services hereunder shall in any way participate in CITY'S approval, or ongoing evaluation of such services, or in any way attempt to unlawfully influence CITY'S approval or ongoing evaluation of such services. 13. RULES AND REGULATIONS: A. CONTRACTOR shall abide by all rules and regulations of the California Highway Patrol, the State Department of Health Services, and all other laws, ordinances and regulations pertaining to the operation of ambulance services in CITY. 14. UNLAWFUL SOLICITATION: A. CONTRACTOR shall inform all of its employees, and shall have them acknowledge in writing, an understanding of agreement to comply with the provisions of Article 9 of Chapter 4 of Division E (commencing with Section 6150) of the Business and Professions Code of the State of California (i.e., State Har Act provisions regarding unlawful solicitation as a runner or capper for attorneys) and shall take positive and affirmative steps in its performance hereunder to ensure that there is no violation of said provisions by its employees. CONTRACTOR agrees to utilize the attorney referral service for all those bar associations within Los Angeles County that have such a service. -18- • 15. NONDISCRIMINATION IN SERVICES: A. CONTRACTOR shall not discriminate in the provision of services hereunder because of race, color, religion, national origin, ancestry, sex, age, or condition of physical or mental handicap, in accordance with all applicable requirements of Federal and State laws. For the purposes of this Paragraph, discrimination in the provision of services may include, but not limited to, the following; denying any person any service or benefit which is not equivalent or is not provided in an equivalent manner or at an equivalent time, to that provided to others; subjecting any person to segregation or separate treatment in any manner related to the receipt of any services; restricting by person in any way in the enjoyment of any advantage or privilege by others receiving any service or benefit; and treating any person differently from others in determining admission enrollment quota, eligibility, membership, or any other requirement or Condition which persons must meet in order to be provided any services or benefit. CONTRACTOR shall take positive steps to ensure that intended benefici- aries of this Agreement are provided services without regard to race, color, religion, national origin, ancestry, sex, age, or condition of physical or mental handicap. -19- 15. NONDISCRIMINATION IN EMPLOYMENT: A. CONTRACTOR certifies and agrees that all persons employed by it, its affiliates, subsidiaries, or holding.companies are and will be treated equally by it without regard to, or because of race, color, religion, ancestry, national origin, sex, age, or condition of physical or mental handicap. B. CONTRACTOR shall take affirmative action to ensure that qualified applicants are employed, and that employees are treated during employment without regard to race, Color, religion, national origin, ancestry, sex, age and in compliance with all applicable Federal and State antidiscrimination laws and regulations. Such action shall include, but is not limited to., the following; employment, advancement, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and pay for training, including apprenticeship. C. CONTRACTOR shall deal with its subcontractors, bidders or vendors without regard to or because of race, color, religion, ancestry, national origin, sex, and age. D. CONTRACTOR shall allow CITY representatives access to its employment records during regular business hours to verify compliance with these provisions when so requested with reasonable notice by CITY. -20- E. If CITY finds that any of the above provisions have been violated, the same shall constitute a material breach of agreement upon which CITY may determine to cancel, terminate or suspend this Agreement. While CITY reserves the right to determine independently that the antidiscrim- ination provisions of this Paragraph have been violated, in addition, a determination by the California Fair Employment Practices Commission or the Federal Equal Employment Opportunity Commission that CONTRACTOR has violated State or Federal anti -discrimination laws or regulations shall constitute a finding by CITY that CONTRACTOR has violated the antidiscrimination provisions of this Paragraph. 17. CONFIDENTIALITY: A. CONTRACTOR agrees not to release the name of any patient receiving services hereunder to any party, except to authorized representatives of CITY, without the prior written consent of the involved patient or his/her legal representative, or except as otherwise authorized by law. CONTRACTOR shall inform all its officers, employees, and agents providing services hereunder of said confidenti- ality provisions. CONTRACTOR agrees to maintain the confidentiality of its records, including billings, in accordance with all applicable State and Federal laws relating to confidentiality. Notwithstanding the foregoing provision, authorized representatives of CITY, CITY'S -21- s Auditor -Controller, and Sheriff shall have the right to request and receive all records required in the administra- tion , monitoring, or auditing of this Agreement. 18. RECORDS AND AUDITS: A. CONTRACTOR shall maintain accurate records of the necessary drivers licenses, EMT certificates, and business licenses, including liens or certificate numbers and expiration dates, appropriate to each employee assignment, and records of wages of each driver and attendant. B. CONTRACTOR shall also maintain accurate books, records, documents, and other information sufficient to reflect properly its provision of services hereunder and its cost of providing such services. All such books, records, including records of patient fees collected, documents, and information shall be prepared and maintained in accordance with generally accepted accounting principles and shall be segregated from books, records, documents, and other infor- mation relating to patients of CONTRACTOR who are not receiving services under this Agreement. C. All books, records, documents, and information shall be retained by CONTRACTOR at a location in the CITY for a minimum of five (5) years following expiration or termination of this Agreement. During such five (5) year period, as well as during the term of this Agreement, all �22- such records shall be made available during normal business hours for audit and inspection to representatives of CITY, County Sheriff, or CITY'S Auditor- Controller. D, If and to the extent that, Section 1861 (v)(1)(i) of the Social Security Act (42 U.S.C. Section 1395x(v)(1)(I) is applicable, CONTRACTOR agrees that for a period of four (4) years following the furnishing of services under this Agreement CONTRACTOR shall maintain and make available, upon written request, to the Secretary of the United States Department of Health and Human Services or the Comptroller General of the United States, or any of their duly authorized representative the contract, books, documents and records of CONTRACTOR which are necessary to verify the nature and extent of the cost of services provided hereunder. Furthermore, if CONTRACTOR carries out any of the services provided hereunder through any subcontract with a value or cost of Ten Thousand Dollars (510400.00) or more over a twelve (12) month period with a related organization (as that term is defined under Federal Law), CONTRACTOR agrees khat each such subcontract shall provide for such access to the subcontract, books, documents, and records of the subcontract. E. Failure of CONTRACTOR to comply with any of the terms of this Paragraph shall constitute a material -23- breach of this Agreement upon which CITY may cancel, terminate, or suspend this Agreement. 19. REPORTS: A. CONTRACTOR small make reports as required by CITY concerning CONTRACTOR'S activities as they affect the services hereunder. In no event may CITY require such reports unless it has provided CONTRACTOR with a least thirty (30) days prior written.notification. CITY shall provide CONTRACTOR with written procedures for reporting the required information. 20. LICENSES: A. CONTRACTOR shall obtain and maintain, during the terms of this Agreement, all appropriate licenses, permits, and certificates required by all applicable City, State, County and Federal laws and regulations for the operation of its facilities and for the provision of services hereunder. 21. DELEGATION AND ASSIGNMENT: A. CONTRACTOR may not delegate its duties or assign its rights hereunder, either in whole or in part. without the prior written consent of CITY. If CONTRACTOR is a corporate entity, for purposes of this Paragraph the transfer of a controlling interest or majority of CONTRACTOR'S shares to another party or other parties shall constitute a delegation and assignment. -24- - --- 9- 22. - 22. ALTERATION OF TERMS: A. The body of this Agreement fully expresses all understandings of the parties concerning all matters covered and shall constitute the total Agreement. Any addition to, or alteration of, the terms of this Agreement whether by written or verbal understanding of the parties, their officers, agents or employees, shall not be valid and effective unless made in the form of a written amendment to this Agreement and formally adopted and executed by the parties in the same manner as this Agreement form. 23. DISPUTES: A. CONTRACTOR and CITY agree to act immediately to mutually resolve any disputes which may arise with . respect to this Agreement. B. CONTRACTOR agrees that, the existence of a dispute notwithstanding, it shall continue without delay its performance hereunder, except for any performance which may be affected by such dispute. C. If CONTRACTOR fails to continue without delay its -performance hereunder, except for any performance which may be affected -by such dispute, then any additional costs which may be incurred by CONTRACTOR or CITY as a result of CONTRACTOR'S failure to continue to so perform shall be borne by CONTRACTOR, and CONTRACTOR shall make no claim against CITY for such costs. -25- CITY in Connection with any alleged violation of Federal statutes or regulations pertaining to the eligibility for employment or persons performing services under this Agreement. IN WITNESS WHEREOP, the parties hereto have set their hands and seals the date herein above set forth. CITY OF SANTA CLARITA By. Mayor ATTEST: City Clerk -27- NEWHALL AMBULANCE, INC. By: President