Loading...
MEDICAL DIRECTION SERVICE AGREEMENT AND CERTIFICATE OF LIABILITY INSURANCE I BOARD OF COUNTY COMMISSIONERS Kenneth T. Welch - Chairman Ronnie E. Duncan - Vice Chairman Calvin D. Harris Susan Latvala John Morroni Karen Williams See I Robert B. Stewart Pinellas County EMS & FIRE ADMINISTRATION March 20, 2006 Chief Jamie Geer City of Clearwater 610 Franklin Street Clearwater, FL 33756 Re: Medical Direction Service Agreement Dear Chief Geer: Enclosed please find the Medical Direction Service Agreement, effective February 28, 2006, between Emergency Medical Services Group, Inc. and the Pinel/as County Emergency Medical Services Authority. The renewed certificate of insurance for the contractor is also included. If you have any questions, please do not hesitate to contact me at (727) 582-2041. sincerOOk Craig A. Hare, MBA, Paramedic EMS Coordinator CAH/mls Enclosure. PLEASE ADDRESS REPLY TO: 12490 Ulmerton Road largo, Florida 33774 Phone: (727) 582-2000 FAX: (727) 582-2039 TDD: (727) 582-2088 ft _.I..) ~ " -' MEDICAL DIRECTION SERVICE AGREEMENT 2006 PINELLAS COUNTY EMERGENCY MEDICAL SERVICES AUTHORITY 12490 Ulmerton Road Largo, FL 33774-2700 05 b--(jo-Sb- p(A Medical Direction Service Agreement Page 2 AGREEMENT made this 1.3' day of February 2006, between EMERGENCY MEDICAL SERVICES GROUP, INC., a Florida corporation, with its principal place of business at 12490 Ulmerton Road, Largo, Florida 33774-2700 ("Contractor"), and the PINELLAS COUNTY EMERGENCY MEDICAL SERVICES AUTHORITY, a special taxing district established by Chapter 80-585, Laws of Florida, as amended ("Authority"). R E C I TA L S 1. On October 21, 2005, the Authority released its Request for Proposals for the provision of Medical Direction Services in Pinellas County, Florida ("RFP"); and 2. Pursuant to the RFP, Contractor and the Authority now desire to enter into this Medical Direction Service Agreement. NOW, THEREFORE, in consideration of the mutual promises and covenants of each other contained in this Agreement and other good and valuable consideration, receipt of which is hereby acknowledged, the parties do covenant and agree as follows: ARTICLE I THE AGREEMENT SECTION 101. PURPOSE The purpose of this Agreement is to define the obligations and responsibilities of the Parties hereto with respect to the provision of Medical Direction Services in the County. SECTION 102. COOPERATION The Parties shall cooperate and use all reasonable efforts, pursuant to the terms of this Agreement, to facilitate the terms of this Agreement. Accordingly, the Parties further agree in good faith to mutually undertake resolution of disputes, if any, in an equitable and timely manner so as to limit the need for costly, time-consuming, adversarial proceedings to resolve such disputes. SECTION 103. CONTRACT DOCUMENTS The following Appendices are attached to and made part of this Agreement: Appendix A. First Responders in Pinellas County Appendix B. EMS Communication System Description Appendix C. Medical Operations Manual Appendix D. CME Agreement Appendix E. Quality Management Principles Appendix F. Certificates of Insurance Appendix G. Additional Performance Requirements Medical Direction Service AQreement PaQe 3 Appendix H. Business Associate Agreement This Agreement, together with the foregoing Appendices, constitutes the entire Medical Direction Service Agreement between the Parties with respect to the provision of Medical Direction services, shall supersede any prior agreement, contract or memorandum of understanding between the Parties regarding such services and the Parties agree that the terms and conditions of this Agreement, including the Appendices, shall govern exclusively the obligations of the Parties. ARTICLE II DEFINITIONS SECTION 201. WORDS AND TERMS Unless the context otherwise requires, capitalized terms used herein shall have the following meanings ascribed to them: "Advanced Life Support" or "ALS" means treatment of life-threatening and non-life- threatening trauma and medical conditions through the use of techniques such as endotracheal intubation, the administration of drugs or intravenous fluids, cardiac monitoring, and cardiac defibrillation by a qualified person, pursuant to rules of the Department. "Ambulance Contractor" means the entity contracted by the Authority to provide Ambulance Services and Mental Health Interfacility Transport Services. "Ambulance Services" means the emergency, non-emergency, interfacility, critical care, and other Specialized Rescue and other specialized transport services offered by the Authority through its Ambulance Contractor. "Ambulance" means any vehicle permitted by the Department, approved by the Executive Director, and operated by the Ambulance Contractor, which is equipped to provide Advanced Life Support services, and used for the transportation of Patients. "Authority" means the Pinellas County Emergency Medical Services Authority, a special taxing district established by Chapter 80-585, Laws of Florida, as amended. "Basic Life Support" or "BLS" means treatment of life-threatening and non-Iife- threatening trauma and medical conditions by a qualified person through the use of techniques described in the Emergency Medical Technician Basic Training Course Curriculum of the United States Department of Transportation. "Caller" means a person accessing the EMS system by telephone. "Certificate of Public Convenience and Necessity" means that certificate issued by the Board of County Commissioners pursuant to Chapter 401.25(2)(d), Florida Statutes or the Authority through the Special Act. "Continuing Medical Education" or "CME" means the Continuing Medical Education Program provided by the St. Petersburg Junior College for the continuing and remedial education and training of all EMS Personnel in coordination with the Contractor. The Medical Direction Service AQreement PaQe 4 CME agreement dated January 14,1998, and as may be amended, a copy of which is attached hereto as Appendix "0". "Contractor" means a licensed physician, corporation, association, or partnership composed of physicians, which employs a Medical Director for purposes of providing Medical Direction Services to the EMS System. "County" means Pinellas County, Florida, a political subdivision of the State of Florida. "County-Certified" or "County Certification" means authorized to work in the EMS. System in accordance with requirements established by the Medical Control Board and the Medical Director, and approved by the Authority. "Deductions" means penalties provided for in Section 702 hereof for failure to meet Performance Requirements. "Department" means the State of Florida Department of Health, Bureau of Emergency Medical Services. "Disaster" means an occurrence of a severity and magnitude that normally results in death, injuries, and/or property damage, and which cannot be managed through routine procedures and resources of the EMS system. "Emergency Medical Oispatcher" or "EMO" means a person who is County-Certified Paramedic and is specially trained and certified, pursuant to the Rules and Regulations, to provide pre-arrival instructions and priority dispatch in accordance with the Priority Dispatch Protocols. "Emergency Medical Technician" or "EMT" means any person who is trained in Basic Life Support, who is County-Certified, and who is certified by the Department to perform such services in emergency and non-emergency situations. "EMS Advisory Council" means the Pine lias County Emergency Medical Services Advisory Council created by the Special Act. "EMS Communications Center" means the facility or portion of a facility and communications system, described in Appendix "B", or successor facility provided by the Authority, where Contractor shall operate the Medical Communications Officer program. "EMS Emergency" means any occurrence or threat thereof, in the County or any municipality tQerein, or in any surrounding County or Counties, which may result in unexpected increased demand for EMS services and is designated as such by the Executive Director or the Authority. "EMS Ordinance" means Chapter 54, Article III, of the Pinellas County Code. "EMS Personnel" means the County-Certified Physicians, Medical Officers, Paramedics, Registered Nurses, EMTs, EM Os and Wheelchair Transport drivers employed by ALS and BLS First Responders, the Ambulance Contractor, the CME Contractor, the Authority or the Contractor. Medical Direction Service AQreement Pa~e 5 "EMS System" means the network of organizations and individuals established to provide emergency medical services to citizens of the County and includes: all ALS and Critical Care Ambulance Services, all ALS and BLS First Responder Services, EMS Communications Center operations, Medical Direction Services, citizen CPR training and public education. "EMS" means Emergency Medical Services. "Executive Director" means the Authority's Director of the EMS System. "First Responder Services" means the rapid response of EMS Personnel to medical and traumatic emergencies to provide patient assessment and ALS or BLS patient care, as necessary, at the scene of an emergency and Specialized Rescue services. "First Responders" means any municipalities, fire districts, entities, as listed in Appendix "An, or any future entities under contract with the Authority and located within Pinellas County that possesses (1) a valid Certificate of Public Convenience and Necessity, and (2) a valid agreement with the Authority to provide ALS or BLS First Responder Services. "Fiscal Year" means the period commencing October 1 in any given year and ending September 30 of the following year. "Medical Communications Officer" means the specially trained Paramedic or EMT employed by the Contractor to relay information to hospitals, gather quality improvement information, and monitoring the status of hospital resources and EMS System resources in accordance with the Medical Operations Manual. "Medical Control Board" means the board appointed by the Authority, pursuant to the EMS Ordinance, and having the duties and responsibilities set forth in the EMS Ordinance and any rules and regulations adopted pursuant thereto. "Medical Control Physician" means the specially trained and County-Certified physician authorized to provide Online Medical Control. Medical Control Physicians must be licensed to practice in the State of Florida and board certified in emergency medicine or other related specialty. "Medical Direction" or "Medical Direction Services" means the (1) clinical oversight and leadership, protocol and policy development (offline medical control), policy effectiveness research, (2) the provision of Online Medical Control services, (3) the provision of Medical Communications Officer services, (4) establishing medical supply and equipment standards, (5) Quality Assurance and Quality Improvement services including the investigation of complaints, (6) the certification and re-certification of EMS Personnel, (7) the identification of training deficits in the EMS System and the approval of all CME training materials and curriculum, (8) field observation of EMS Personnel rendering patient care, (9) conducting and sponsoring medical research and clinical trials of new treatments or equipment. "Medical Director" means the physician who is (1) duly licensed osteopathic or medical doctor in the State of Florida, (2) meets the requirements of the Department, (3) is board certified in emergency medicine, (4) meets the requirements of the EMS Ordinance and Medical Direction Service AQreement Page 6 (5) has a valid employment agreement with the Contractor, to'serve as the clinical leader of the EMS System. "Medical Officer" means the specially trained and County-Certified Paramedic authorized to provide Online Medical Control. "Medical Operations Manual" means the clinical, operational and administrative procedures, protocols and guidelines, a copy of which is attached hereto as Appendix "C", prepared for the EMS System and approved by the Medical Control Board, as the same may be amended from time to time. "Mental Health Interfacility Transport Services" means the interfacility transportation of mental health clients, in accordance with Chapter 394, Florida Statutes, and any successor statute. "Online Medical Control" means the clinical management, direct orders and supervision provided by the Medical Director, a Medical Control Physician or a Medical Officer via radio, telephone or scene response to EMS Personnel rendering ALS and BLS patient care and treatment at the scene of an emergency and prior to or during emergency, non-emergency or specialized transport. "Paramedic" means a person who is County-Certified and certified by the Department to perform Basic and Advanced Life Support procedure, pursuant to the provisions of state statute and regulations. "Party" or "Parties" means either the Authority or Contractor, or both, as the context of the usage of such term may require. "Patient" means an individual who is ill, sick, injured, wounded, or otherwise incapacitated, and is in need of, or is at risk of needing, medical attention or care on scene and/or during transport to or from a health care facility. "Performance Requirements" means the requirements of this Agreement intended to ensure; (1) clinical and operational performance is consistent with approved medical standards and protocols; (2) Contractor is unrelenting in its effort to detect and correct performance deficiencies; and (3) Contractor assist the Authority in upgrading the performance and reliability of the EMS System; (4) Contractor meets all the requirements of providing Medical Direction Services; (5) Contractor meets all of the requirements of providing a Medical Director. "Priority Dispatch Protocols" means the interrogation protocols and pre-arrival instructions, as set forth in the "Advanced Medical Priority Dispatch System" (AMPDS) guidelines developed by the National Academy of Emergency Medical Dispatch (NAEMD), or any successor method approved by the Executive Director, the Ambulance Contractor, the Medical Director, and the Medical Control Board. "Protocols" means protocols, procedures and standards to be followed by all EMS personnel including, but not limited to, clinical treatment protocols; standing orders; multiple casualty incident and disaster protocols; transport protocols including hospital destination, hospital bypass and first responder transports; trauma transport protocols and use of helicopter ambulances; protocols for the transfer of patient care and Medical Direction Service AQreement PaQe 7 professional interaction between EMS personnel; on-scene medical authority; standard for allowed clinical procedures; policies and protocols to govern Specialized Rescue teams and situations; standards for emergency (9-1-1) and non-emergency EMS call- taking, call processing and radio and data communications including, but not limited to, priority dispatch and pre-arrival instruction protocols; standards for patient care reporting and record keeping; standards for Baker Act transport services and wheelchair vehicle services. "Quality Assurance Review" means an audit, inquiry or review, by the Medical Director and/or Medical Control Board, into procedures and practices of EMS Personnel, First Responders, or the Ambulance Contractor on an individual EMS incident or overall EMS System performance or compliance. "Quality Management Principles" means the criteria and guidelines for organizational performance excellence published by the Florida Sterling Council, a copy of which is attached hereto as Appendix "En, as the same may be amended from time to time or successor methods or systems agreed to in writing by the Authority and Contractor, "Registered Nurse" means a person who is County-Certified and licensed to practice professional nursing pursuant to the provisions of Chapter 464, Florida Statutes and any successor statute. "Response Vehicle(s)" means the emergency response vehicle(s) owned, insured, equipped and operated by the Contractor, and approved by the Authority, for the purpose of responding to emergencies to render assistance and to observe the operation of the EMS System. "Rules and Regulations" means the rules and regulations adopted by the Authority on October 5, 1993, as may be amended from time to time. "Special Act" means Chapter 80-585, Laws of Florida, as amended. "Specialized Rescue" means the hazardous materials response team(s), tactical (SWAT) EMS teams, and technical rescue teams provided by the Ambulance Contractor or First Responders to mitigate emergency situations and affect the rescue of Patients. "State of Emergency" means a Disaster, which has been declared by proclamation of the State, County, or a municipality in the County. "State" means the State of Florida. "Wheelchair Transport" means the services, vehicles and personnel regulated by the Authority for the transport of wheelchair bound clients within the County. SECTION 202. TERMS GENERALLY Whenever the context may require, any pronoun shall include corresponding masculine, feminine, and neuter forms. The words "include," "includes" and "including" shall be deemed to be followed by the phrase "without limitation," except as the context may otherwise require. The words "agree," "agreement, " "approval" and "consent" shall be Medical Direction Service A~reement Pa~e 8 deemed to be followed by the phrase "which shall not be unreasonably withheld or unduly delayed," except as the context may otherwise require. The words "approved," "designate," or similar words shall be deemed to be preceded by the word "reasonably," except as the context may otherwise require. ARTICLE III REPRESENTATIONS SECTION 301. REPRESENTATIONS OF AUTHORITY The Authority represents to Contractor that each of the following statements are presently true and correct: (a) Existing. The Authority is a special taxing district existing under the laws of the State of Florida, and has all requisite power and authority to carry on its business as now conducted, and to perform its obligations under this Agreement and each document contemplated hereunder to which it is or will be a party. (b) Due Authorization. This Agreement has been duly authorized by all necessary action on the part of, and has been or will be duly executed and delivered by the Authority, and neither the execution and delivery thereof, nor compliance with the terms and provisions thereof or hereof, contravenes any existing law, judgment, government rule, regulation, or order applicable to or binding on the Authority. (c) Enforceability. This Agreement constitutes a legal, valid, and binding obligation of the Authority enforceable against the Authority in accordance with the terms thereof, except as such enforceability may be affected or limited by applicable bankruptcy, insolvency, or similar laws, from time to time in effect, which affect creditors' rights generally and subject to usual equitable principles in the event that equitable remedies are involved. (d) Financial Capability. The Authority is fully capable, financially and otherwise, to perform its obligations hereunder. (e) No Litigation. There are no pending, or to the knowledge of the Authority, threatened, actions or proceedings, before any court or administrative agency to which the Authority is a party, questioning the validity of this Agreement or any document or action contemplated hereunder, or which are likely, in any case or in the aggregate, to materially adversely affect the consummation of the transactions contemplated hereunder. SECTION 302. REPRESENTATIONS. OF CONTRACTOR Contractor represents and warrants to the Authority that each of the following statements are presently true and correct: (a) Existing. Contractor has been organized and validly exists, under the laws of the State of Florida, as having all requisite power and authority in Florida to carry on its business as now conducted, to own or hold or otherwise its properties, and to enter into Medical Direction Service AQreement PaQe 9 and perform its obligations under this Agreement and under each instrument described herein to which it is or will be a party. (b) Due Authorization. This Agreement has been duly authorized by all necessary actions on the part of, and has been duly executed and delivered by, Contractor, and neither the execution and delivery thereof, nor compliance with the terms and provisions thereof or hereof at the time such action is required (i) requires the approval and consent of any other party, except such as have been duly obtained, certified copies thereof having been delivered to the Authority; (ii) contravenes any existing law, judgment, governmental rule, regulation, or order applicable to or binding on Contractor; or (iii) the corporate charter or bylaws of Contractor or any other agreement or instrument in existence on the date of this Agreement to which Contractor is a party. (c) Enforceability. This Agreement constitutes a legal, valid, and binding obligation of Contractor enforceable against Contractor in accordance with the terms thereof, except as such enforceability may be limited by applicable bankruptcy, insolvency, or similar laws, from time to time in effect, which affect creditors' rights generally and subject to usual equitable principles in the event that equitable remedies are involved. (d) No Litigation. There are no pending, or to the knowledge of Contractor, threatened actions or proceedings before any court or administrative agency to which Contractor is a party, questioning the validity of this Agreement of any document or action contemplated hereunder, or which are likely, in any case or in the aggregate, to materially adversely affect the consummation of the transactions contemplated hereunder. (e) Financial Capability. Contractor is fully capable, financially and otherwise, to perform its obligations hereunder. ARTICLE IV DUTIES AND RESPONSIBILITIES OF CONTRACTOR SECTION 401. MEDICAL DIRECTOR (a) Obliqation to provide a Medical Director. Contractor shall continuously maintain a physician to provide clinical leadership to the EMS System and serve as its sole Medical Director. Contractor shall ensure that its employment agreement fully discloses the requirements of this agreement and requires that if the Medical Director intends to voluntarily resign the position, he/she shall continue to serve as the Medical Director until such time as the Authority approves a replacement physician. (b) Requirements of the Medical Director. Medical Director shall: Be a duly licensed to practice as a medical or osteopathic doctor in the State of Florida; Be experienced in prehospital care and is board certified in emergency medicine by the American Board of Emergency Medicine; Medical Direction Service Agreement PaCle 10 Meet the requirements of the Department through applicable Florida Statutes and Administrative Code; Meet the requirements of the EMS Ordinance; Have a valid employment agreement with the Contractor and submit a copy of such to the Authority, and Be recommended by the Medical Control Board and appointed by the Authority. ( c) Activities of the Medical Director. Medical Director shall: Assume direct responsibility for the clinical activities performed by all EMS Personnel performing within the EMS System; Discharge all duties identified in Florida Statutes, Florida Administrative Code, the EMS Ordinance, the Rules and Regulations and the Medical Operations Manual; Be an active participant in a statewide physician group involved in pre-hospital care, and Be an active participant in the Coalition for Advanced EMS (CAEMS) physicians group or successor organizations, identified by the Executive Director, that promote high performance EMS Systems. (d) Replacement of the Medical Director. Authority may request the replacement of the Medical Director, with or without cause. In such event, the Contractor is obligated to comply and replace the Medical Director within ninety (90) days of being notified in writing by the Authority. In the event of such request for replacement or the vacancy of the Medical Director position by the incumbent, Contractor shall submit the credentials and contingent employment agreement of an alternative physician to the Medical Control Board for their consideration and possible recommendation to the Authority for its approval. SECTION 402. MEDICAL OPERATIONS MANUAL (a) Comprehensive Review. Contractor shall conduct an on-going and comprehensive review of all Protocols, rules, regulations and standards as may be necessary to ensure reliable service delivery in the EMS System and appropriate patient care. In conducting the review, the Medical Director shall take into consideration the results of Quality Assurance Reviews, review of medical literature, and input from the Medical Control Board and interested physicians, the EMS Advisory Council, First Responders, Ambulance Contractor, EMS Personnel, and the Authority. Contractor shall complete its comprehensive review of all Protocols of the EMS System and present the proposed changes to the Medical Control Board for approval prior to the end of each Fiscal Year. (b) Criteria for Implementinq Chanqes. Contractor shall ensure that the following criteria are met prior to activating a new protocol or procedure within the EMS System: Protocol has been thoroughly researched and supported by medical literature, field evaluation where applicable, and the analysis of available EMS System data; Medical Direction Service Aqreement PaQe 11 Such research and data is fully documented; Protocol has been reviewed by the Ambulance Contractor, First Responders and the Executive Director; All Protocols that relate to the Protocol being changed are evaluated to ensure consistency and accuracy; All supporting Protocols such as medication formulary, procedures and related Protocols are updated simultaneously; Protocol is approved by the Medical Control Board; Protocol, supporting documents, implementation instructions are distributed to the Ambulance Contractor and First Responders prior to training or implementation; Training through the CME program has been completed if necessary, prior to implementation, and All criteria are met prior to requesting the purchase of medical supplies, equipment or medications. (c) Annual Review and Publication. Prior to January 1st each Fiscal Year, Contractor shall publish and distribute, at its own cost, a fully comprehensive manual, entitled the Medical Operations Manual, that includes all Protocols including all changes that were approved at the end of the prior Fiscal Year and any quarterly updates not already incorporated in the prior year's Medical Operations Manual. The Medical Operations Manual shall be professionally reproduced; spiral bound and each year the color of the cover shall change and include the effective date. (d) PrintinQ and Distribution. Contractor shall distribute, at its own cost, a copy of the Medical Operations Manual and quarterly updates to every County-Certified Paramedic, every ALS and BLS First Responder agency, every ALS First Responder unit, every ALS capable Specialized Rescue unit, the Ambulance Contractor, every Ambulance, every hospital, the CME Contractor, and multiple copies as requested by the Authority for archival purposes. Contractor shall make an electronic version available to every First Responder, the Ambulance Contractor, the CME Contractor and the Authority. Contractor shall print enough extra manuals and quarterly updates to distribute one to each Paramedic that becomes County-Certified during the year. ' Contractor shall obtain and retain a receipt from every First Responder Agency and the Ambulance Contractor for each annual Medical Operations Manual. Contractor shall obtain and retain a receipt from each County-Certified Paramedic for each annual Medical Operations Manual issued. Such receipt shall state clearly that County-Certified Paramedics are individually accountable and obligated to follow all rules, regulations and protocols of the Authority. (e) Quarterlv Updates. Contractor shall publish, no more frequently than quarterly, an update to Protocols that must be changed prior to publishing the next annual Medical Medical Direction Service AQreement PaQe 12 Operations Manual. Such updates shall adhere to the requirements listed in subsections (a), (b), (d) above. (f) Public Domain. All protocols, procedures, algorithms, rules, regulations, medical supply and equipment standards developed by the Contractor shall become public domain upon approval of the Medical Control Board or implementation within the EMS System. SECTION 403. ONLINE MEDICAL CONTROL Contractor shall provide a primary Online Medical Control Physician or Medical Officer on a continual basis that is available by radio and telephone for consultation and located within Pinellas County. Online Medical Control shall be made available 24 hours per day to provide clinical guidance, patient care and treatment orders, medication orders for all First Responders and the Ambulance Contractor on all pre-hospital and interfacility activities of the EMS System including, but not limited to, Specialized Rescue services, critical care transport, and mental health interfacility transports. On a monthly basis, seventy-five percent (75%) of hourly coverage shall be provided by a Medical Control Physician and twenty-five percent (25%) of hourly coverage shall be provided by a Medical Officer. All Online Medical Control staff members shall be County-Certified Medical Control Physicians or Medical Officers in accordance with the Rules and Regulations and receive specialized training in the provision of Online Medical Control. All Online Medical Control staff shall satisfactorily complete a minimum of 20 hours per year of continuing medical education. Ten (10) of the continuing education hours must be related to pre- hospital care. Online Medical Control staff members shall fully comply with all laws, standards, rules, and regulations established by the State, the County, and the Medical Control Board, including the protocols established in the Medical Operations Manual, and shall assist the Medical Director in monitoring, regulating, and the oversight of the EMS System. SECTION 404. MEDICAL COMMUNICATIONS OFFICER Contractor shall provide a Medical Communications Officer (MCO) in the EMS Communications Center on a continual basis. Contractor may staff the position in unusual circumstances with a County-certified EMT pre-approved by the Executive Director. The Medical Communications Officer shall perform the following functions: Coordinate all radio communications between EMS Personnel and Online Medical Control; Notify hospitals on behalf of EMS Personnel when they have initiated a consultation with Online Medical Control; Medical Direction Service Aqreement Paqe 13 Coordinate and monitor radio communications between EMS Personnel and hospitals to ensure the appropriate destination is selected and adherence to protocols; Assist Online Medical ContrOl and EMS Personnel in determining the most appropriate destination for Patients considering available hospital beds, hospital status and available resources and the special needs of patients; Assist EMS Personnel in determining the most appropriate dispersal of patients from multiple victim incidents and during a Disaster, State of Emergency or EMS Emergency; Monitor EMS System activity to ensure adherence to protocols and procedures; Gather and validate quality assurance information by conducting telephone interviews with hospital staff and EMS Personnel required in Section 408, and Interact with the public, health care professionals, and EMS Personnel to record complaints and reports of unusual occurrences. Be clean, neat, of professional demeanor and dressed as follows: White, short or long sleeved, polo or dress shirt with the OMD logo over the left chest; navy blue uniform work pants; back belt with garrison type belt buckle; black military style boots or sturdy shoes with dark socks (sneakers are not allowed) and Pinellas County EMS Certification photo identification will be clipped to either the shirt or belt. SECTION 405. CONTINUING MEDICAL EDUCATION Contractor shall be responsible for ensuring the quality of the CME training provided to the EMS system by: Reviewing and approving all curriculum and courses for the CME training program prior to EMS Personnel being trained; Actively participating in the CME steering committee; Make staff available to serve as subject matter experts or curriculum consultants to the core and remedial CME programs; Assist in developing procedures to evaluate the clinical impact and effectiveness of the entire CME program; Evaluate the educational effectiveness of instruction, courses and programs In consultation with the CME contractor; Advise the Authority's Executive Director or the Medical Control Board anytime the Contractor believes the quality of the CME program is failing to ensure high quality patient care is provided by EMS Personnel; Medical Direction Service A~reement PaQe 14 Monitor and audit at least three (3) class sessions of every CME course, and Medical Director shall monitor and audit at least one (1) class session of every CME course held. SECTION 406. QUALITY MANAGEMENT Contractor shall apply Quality Management Principles in their efforts to continuously improve Medical Direction Services. Contractor and the Authority shall endeavor to apply Quality Management Principles in their collaborative efforts to improve the EMS System. Contractor shall cooperate with the Authority in monitoring its compliance with the requirements of this Agreement. Contractor shall issue activity reports and other information as requested by the Authority. Contractor shall assist the Ambulance Contractor and First Responders in their efforts to implement Quality Management Principles and their applications for accreditation or award programs such as the Florida Governor's Sterling Award or the Malcolm Baldrige National Quality Award. SECTION 407. MEDICAL EQUIPMENT AND SUPPLIES (a) Comprehensive Review. Contractor shall conduct an on-going and comprehensive review of all EMS medical equipment, medications and medical supplies as may be necessary to ensure reliable service delivery in the EMS System and excellence in patient care. In conducting the review, the Medical Director shall take into consideration the results of Quality Assurance Reviews, review of medical literature, and input from the Medical Control Board, interested physicians, the EMS Advisory Council, First Responders, Ambulance Contractor, EMS Personnel, and the Authority. Contractor shall complete its comprehensive review of all EMS System medical supplies and equipment and present the proposed changes to the Medical Control Board for approval prior to the end of each Fiscal Year. (b) Criteria for ImplementinQ. ChanQes. Contractor shall ensure that the following criteria are met prior to activating new medical equipment or supplies within the EMS System: Proposed medical equipment or supplies have been thoroughly researched, supported by medical literature, a field evaluation completed when applicable, and the analysis of available EMS System data; Such research and data is fully documented; Medical equipment or supplies have been reviewed by the Ambulance Contractor, First Responders and the Executive Director; All Protocols related to the medical equipment or supplies have been changed and evaluated to ensure consistency and accuracy; Medical Direction Service Aareement Paae 15 Medical equipment or supplies are approved by the Medical Control Board, if necessary; Protocol, supporting documents and implementation instructions are distributed to the Ambulance Contractor and First Responders prior to training or implementation, and Training through the CME program has been completed, if necessary prior to implementation. (c) PrintinQ and Distribution. Contractor shall distribute, at its own cost, a master copy of the vehicle inspection and station inventory forms on a quarterly basis in conjunction with the updates to the Medical Operations Manual. Such forms shall be distributed to every ALS and BLS First Responder agency, the Ambulance Contractor and to the Authority. Contractor shall made an electronic version available to every First Responder, the Ambulance Contractor and the Authority. (d) Inventory Control. Contractor shall establish and maintain inventory control standards including the minimum and maximum numbers of EMS medical equipment, medications and medical supplies to be stocked on Ambulances, ALS and BLS First Responder Units (both transport and non-transport capable) and Specialized Rescue Units. Contractor shall establish such standards for Ambulance Contractor Stations and First Responder stations when medical supply usage data is available from the Authority's integrated data system. Contractor shall establish a listing of mandatory equipment, medications and medical supplies that must be on board an Ambulance or ALS First Responder unit for it to respond to EMS incidents. SECTION 408. QUALITY ASSURANCE AND IMPROVEMENT (a) Qualitv Assurance Review. Contractor shall establish procedures for routine auditing of EMS System performance and adherence to Protocols on individual EMS incidents and overall EMS System compliance. The purpose and tone of the Quality Assurance Review process shall be positive and educational. Contractor may, at any time and without limitation, conduct a Quality Assurance Review investigation or audit to ensure that EMS Personnel, First Responders and the Ambulance Contractor comply with the Protocols and Rules and Regulations of the Medical Control Board and the Authority. Contractor shall take actions necessary, in accordance with Section 409, to ensure that EMS Personnel conduct themselves professionally, have appropriate clinical assessment and treatment skills, appropriate clinical and operational decision-making skills, and adhere to Protocols, Rules and Regulations. Medical Direction Service Aareement Paae 16 Contractor may require remedial training of EMS Personnel. Such remedial training may be conducted by the Contractor, the CME Contractor, First Responder agencies or the Ambulance Contractor at the Medical Director's discretion. The method and extent of the investigation employed during significant Quality Assurance Reviews shall be determined by the Medical Director in consultation with the Authority. Any individual or agency may request a Quality Assurance Review of any EMS incident in which they were involved, including: The general public; The Patient, Patient's legal guardian, healthcare surrogate or power of attorney; The Patient's personal physician; Hospital or health care facility personnel; The Ambulance Contractor or First Responder agency; Any individual EMS Personnel, and Any member of the emergency medical review committee, as defined in the subsection below. The Authority or its administrative staff, Medical Director, Medical Control Board, and Online Medical Control staff may request a Quality Assurance Review of any EMS incident. The Contractor may also conduct special audits in response to observations or customer feedback given to the Authority, Medical Director, Online Medical Control staff, or Medical Control Board members. (b) EmerQency Medical Review Committee. Contractor shall establish an emergency medial review committee or committees in accordance with the provisions of Chapter 401.26, F.S. Medical Director may assemble such committee(s) on an ad hoc basis to serve in the capacity of a peer review board or as an emergency medical review committee with a single licensed First Responder agency or the Ambulance Contractor. (c) ReQistries. Contractor shall develop, implement and continually refine fully comprehensive databases to ensure and improve the quality of patient assessment, treatment and care in the EMS System. Such databases shall enable EMS System research to study illness and injury patterns in the community to increase public awareness and education. At a minimum, Contractor shall gather, maintain and make good faith efforts to ensure that accurate data is collected on the following types of EMS incidents and interventions including, but not limited to every: Quality Assurance Review; Drowning and submersion incidents; Sudden cardiac arrest incident; Automatic external defibrillators (AEDs) within the community; Trauma alert as defined by the Department; Intubation whether attempted or established; Helicopter transport; Medical Direction Service AQreement PaQe 17 First Responder transport; Failures or defects in medical devices or medical supplies, and Field observation, responses and activities of the Contractor, in accordance with Section 410. Contractor shall regularly share and report all such data to EMS Personnel, First Responder agencies, the Ambulance Contractor and the Authority to continuously improve the EMS System in accordance with Section 406. SECTION 409. CERTIFICATION OF EMS PERSONNEL (a) Certification Requirements. Contractor shall be responsible for establishing and periodically updating the minimum personnel standards and certification requirements for all EMS Personnel. Such standards shall include the requirements for initial training, Continuing Medical Education, State and national certifications and licenses, clinical orientation requirements, standards for professional conduct and testing requirements for EMS Personnel to attain and maintain County certification necessary to be classified as County-Certified. Contractor shall establish procedures for issuance, renewal, suspension, and revocation of certifications of all EMS personnel. The procedures shall contain due process provisions and all such provisions shall be approved, in advance, by the County attorney and be subject to the approval of the Medical Control Board and the Authority. (b) Certification Process. Contractor shall validate that all EMS Personnel meet the initial requirements and continuously comply with the established standards to attain and maintain County certification required to be classified as County-Certified. Contractor shall issue, renew, suspend and revoke the County-Certification of EMS Personnel following the Rules and Regulations and due process requirements. Contractor shall maintain a database that includes pertinent data including identification numbers and expiration dates for the various requirements and digital photos each individual. Contractor shall issue photo identification cards, which identify the name, rank, agency, specialized certifications held for all County-Certified EMS Personnel. Identification cards shall be invalidated by an expiration date not greater than three (3) years from the date of issuance, however, photos need not be updated. Contractor shall ensure that EMS Personnel, who have their County-Certification suspended, revoked, terminate their employment or become inactive, surrender their identification card to the Contractor. (c) Clinical Orientation. Contractor shall provide a twenty-four (24) hour orientation course at least monthly, at its own cost, to ensure that new Online Medical Control Physicians, Medical Officers, Medical Communications Officers, Paramedics, and Registered Nurses have been thoroughly trained and tested in the Protocols of the EMS System. Such personnel must demonstrate adequate clinical skills in a training environment and possess a thorough understanding of the structure, finance, and operation of the EMS System and its underlying structure and philosophy. Medical Direction Service Agreement Page 1 B (d) Due Process ReQuirements. Due process requirements are required should the Contractor modify any procedures for the suspension, revocation, refusal to renew, or refusal to initially insure a personnel certificate or vehicle permit. The due process standards adopted by the Contractor shall be subject to approval of the County Attorney and may not be adopted until the Medical Control Board and the Authority have given such approval. (e) Costs associated with appeals of revocation and suspension of credentials of EMS Personnel. In the event that an appeal is taken from the decision of the Contractor or Medical Director that affects the credentialing of any EMS Personnel under its licensure, the Authority may retain counsel of its choice to represent the Medical Director for the formal appeals process involving an Administrative Law Judge, or Special Master, conditioned upon the Medical Director waiving any attorney client privilege in favor of the Authority for any attorney(s) so obtained by the Authority so that the Authority may receive updates on the status of the appeal and discuss matters related to the appeal with the counsel retained by the Authority. In the event the contractor waives the attorney client privilege as set forth herein, the Contractor shall be responsible for the first five thousand dollars ($5,000) of expense for attorneys' fees and other costs arising from the appeal, or subsequent appeals on the same case and the Authority shall assume the liability for the remaining fees and costs once this amount is reached. Contractor shall only be responsible for the first five thousand dollars ($5,000) of expense on each individual case. The parties agree to cap the expense of the Contractor where the waiver takes place to a total of twenty five thousand ($25,000) in qny fiscal year of the Authority. Should the Contractor not waive the privilege, the Contractor shall be responsible for all costs associated with appeals of revocation and suspensions of credentials. This paragraph only applies to th.ose appeals contemplated by the Rules and Regulations of the Pinellas County Emergency Medical Services Authority and not to any other legal proceedings that may be brought against the Medical Director or the Contractor. SECTION 410. FIELD ACTIVITY AND SYSTEM MONITORING Contractor shall substantially perform and document in its monthly summary report to the Authority evidence of the following required activities: Direct field observation of EMS Personnel performing patient care at a minimum of ten (10) EMS incidents per month; Visit and interact with EMS Personnel, hospital emergency department staff, and other public safety personnel on a regular basis. Contractor shall document at least three (3) visits to a First Responder, Ambulance Contractor station, or a hospital emergency room each month, and Ride along and observe field activity as a crewmember on an Ambulance or First Responder unit for a minimum of eight (8) hours per quarter. Such field responses, visits and ride-alongs shall be distributed equally among each of the First Responder agencies, the Ambulance' Contractor and the hospitals on an annual basis. Medical Direction Service AQreement PaQe 19 SECTION 411. INTEGTRATED DATA SYSTEM (a) InteQrated Data System. Contractor shall assist the Authority in developing the Medical Director's user requirements for the Authority's medical record-keeping system. The Parties understand that the database of the Authority's automated medical record-keeping system shall be fully comprehensive, including complete and integrated information on all system activities. In addition to assisting with the design and evolution of the Authority's comprehensive information system, Contractor shall, without additional compensation: Require all Contractor personnel to comply with all record-keeping and data entry requirements of the EMS System, as approved and periodically revised by the Authority; Develop and routinely produce and deliver to Authority a complete record of data from Quality Assurance databases established by the Contractor to fulfill the requirements of Section 408, and Comply with information, coding and data format conventions as specified by the Authority. (b) Ownership of Data and Records. Contractor agrees that all data, whether written or an electronic file, relating to the Authority's Patients, operations and EMS System including, but not limited to, dispatch records, patient care reports, research and quality assurance databases, hospital status and capability, personnel certification, and continuing education rosters are all the property of the Authority. (c) Use of Contractor Software. Contractor hereby grants to Authority a personal, non- exclusive, non-transferable license to use all software, including web pages, both computer-executable program(s) and source code, developed by the Contractor in the performance of this agreement for the Authority's internal use. The Authority shall receive copies of all software updates and upgrades created by the Contractor at no cost. For the purpose of this section, "internal use" shall include unlimited use by Authority and its employees, agents and contractors in the course of the Authority's business in Pinellas County, Florida when requested in writing by the Authority. Authority represents and warrants to Contractor that Authority has no right, title or ownership interest in software or in intellectual property developed by the Contractor. All right, title and interest, whether in the nature of copyright, trade secret, trademark, trade name, patent or otherwise, in software or in intellectual property including any derivative works created therefrom, vests and shall vest solely in the Contractor. In the event that this agreement is terminated, all software shall continue to be used without limits, at the discretion of the Authority, for internal use. In consideration of such continued use, the Authority shall compensate the Contractor one thousand and 00/100 dollars ($1,000.00) per month of use. Medical Direction Service Aqreement Paqe 20 SECTION 412. PERSONNEL The Parties understand that the EMS System requires professional and courteous conduct at all times from Contractor's personnel. Contractor is responsible for ensuring, through in-service and new employee orientation, that its personnel possess a thorough understanding of the structure, finance, and operation of the EMS System and its underlying structure and philosophy. Contractor shall utilize management practices, which ensure that Online Medical Control personnel working extended shifts, part-time jobs, voluntary overtime, or mandatory overtime have not been on-duty to an extent, which might impair clinical judgment or job. performance. The Authority may demand the removal of any person employed by Contractor who chronically misconducts himself or is chronically incompetent or negligent in the due and proper performance of his duties, and Contractor shall not reassign such persons for production of services under this Agreement without the prior written consent of the Authority. Provided, however, that the Authority shall not be arbitrary or capricious in exercising its rights under this provision. SECTION 413. EMS RESEARCH AND PUBLISHING Contractor shall endeavor with the Ambulance Contractor, First Responders, CME Contractor and the Authority to establish the County as the industry leader in pre- hospital research and developing new pre-hospital treatment protocols. Contractor shall sponsor medical research and clinical trials of new treatments or equipment. Contractor will annually submit for publication a minimum of three (3) EMS related articles to industry trade journals or periodicals. Contractor will conduct at least one (1) research project, focusing on a particular aspect of the EMS System, each year and submit an abstract to a major medical journal. Contractor shall request, in writing, the approval of the Executive Director prior to publishing statistics, medical research, periodical articles or other written works. SECTION 414. NOTIFICATIONS Contractor shall make reasonable efforts to notify the Executive Director or their designee, via telephone, electronic medium or verbally, upon occurrence, of the following: Changes in the bypass status of any hospital; Bed delays at any hospital; Significant complaints, unusual occurrences or investigations; First Responder transports; Emergency protocol changes; Instances when an acting Medical Director is providing coverage; Changes in Medical Control Physician or Medical Officer staff; Medical Direction Service AQreement PaQe 21 Radio, telephone, or computer network failures, and a Daily Report of significant clinical activities of the prior day. SECTION 415. COORDINATION AND APPROVAL Medical Director shall notify the Executive Director or their designee, in writing, thirty (30) days prior to implementing changes in protocols or equipment standards, except emergency actions deemed necessary to ensure public health, safety and welfare. Medical Director shall request the approval of the Medical Control Board before adopting changes to any protocol, equipment standards or rules and regulations developed by the Medical Director prior to implementation except emergency actions deemed necessary to ensure public health, safety and welfare. Contractor shall request the approval of the Executive Director prior to' endorsing, applying for, or requesting grants, aids, or special programs. SECTION 416. CONSTITUENT AND QUALITY ASSURANCE MEETINGS Medical Director or his alternate shall regularly attend the meetings of the EMS Advisory Council, Medical Control Board, Pinellas County Fire Chief's Association, and the Pinellas Advanced Life Support Association (PALS) to keep EMS System constituents and stakeholders informed of the Contractor's activities and to provide an opportunity for feedback regarding clinical policies in the EMS System. Contractor shall conduct a meeting with the Executive Director to discuss the clinical status of the EMS System and discuss Quality Assurance Reviews on a quarterly basis. Contractor shall conduct a meeting with the Ambulance Contractor and all Fire Responders to discuss the clinical status of the EMS System and discuss Quality Assurance Reviews on a quarterly basis. SECTION 417. ANNUAL REPORT Medical Director shall present a written annual report, not to exceed fifty pages, and present a verbal briefing, not to exceed fifteen minutes, to the Authority at the beginning of the Fiscal Year on the prior Fiscal Year's clinical achievements and clinical goals of the EMS System for the next Fiscal Year. Such Annual Report will be submitted by November 1 sl each year. Contractor shall submit patient outcome statistics as an addendum for the prior Fiscal Year's patients by April 1st each year. SECTION 418. DISASTER ASSISTANCE AND PLANNING Immediately upon notification by the Authority of a Disaster, State of Emergency or EMS Emergency, Contractor shall commit all resources as are necessary and appropriate, given the nature of the disaster, and shall assist in accordance with plans and protocols applicable in the locality where the State of Emergency or EMS Emergency has occurred. Contractor will actively cooperate in planning, updating, and following the Medical Direction Service Agreement Page 22 ~ Pinellas County Comprehensive Emergency Management Plan, including, but not limited to, participation in disaster drill critiques and providing a representative to the meetings of the Disaster Advisory Council, and for emergency management drills and activation of Emergency Operations Center at Contractor's sole expense. SECTION 419. PUBLIC INFORMATION AND EDUCATION Contractor shall regularly, or upon request, prepare and make available statistical reports on clinical and operational activities and the occurrence of serious illnesses and injuries that occur within the EMS System to assist in efforts to increase public awareness and education on a wide variety of health and safety issues. Such reports shall cover topics that include, but are not limited to, sudden cardiac arrest and the use of automatic defibrillators, cardiopulmonary resuscitation (CPR), and drowning. Such reports shall be distributed to First Responders, the Ambulance Contractor, the Authority, mass media and non-profit associations that promote public awareness and education. Such reports must be pre-approved by the Executive Director prior to distribution. Contractor shall establish and maintain a web site to assist in disseminating EMS System information during the term of this Agreement, in accordance with Section 416. The web site shall include electronic mail and web site hyperlinks requested by the Authority. The web site shall be periodically updated to ensure accuracy and timeliness of the information or upon the request of the Authority. SECTION 420. ETHICS AND COMPLIANCE Contractor shall at all times conduct its business and perform its responsibilities under this Agreement in accordance with ethical business practices. Contractor, its agents, employees, and Medical Director shall provide services hereunder in compliance with all applicable federal, state and local laws, ordinances, rules and regulations. Contractor further agrees to follow and comply with all Medicare, Medicaid, and other applicable regulations regarding the determination of medical necessity. Contractor shall assist the Authority, First Responders and Ambulance Contractor on an as needed basis to maintain any ambulance billing compliance programs implemented by the Authority. Contractor shall comply with the provision of the Health Insurance Portability and Accountability Act of 1996 (HIPM) and the Business Associate Agreement attached as Appendix "H" hereto. SECTION 421. USE OF AUTHORITY NAME Authority retains the rights to the designated names "Office of the Medical Director" and "OMD". Contractor shall not use its corporate name or any trade name or trademark in the performance of this Agreement. Contractor shall use the Authority's name ("Pinellas County EMS" and "Sunstar") prominently in all of its Vehicle markings, uniforms, advertising, articles, publications and Medical Direction Service AQreement PaQe 23 ~ public information programs, unless agreed to in writing by the Authority's Executive Director. Contractor shall promote, protect, and enhance the reputation of the Authority's name throughout the term of this Agreement. SECTION 422. VEHICLES AND EQUIPMENT Contractor shall be responsible for furnishing the following equipment, vehicle(s), supplies, and facilities at its own expense: Portable radios and their maintenance in excess of twelve (12) units; Pagers and maintenance in excess of twelve (12) personnel; Telephone lines in excess of twenty (20) lines and charges therefor; All furniture, supplies, computer hardware and software, copying equipment, vehicles, and any other equipment necessary to fulfill the obligations and requirements of this agreement; If the Contractor elects to operate a Response Vehicle(s) to meet the requirements of Section 41 a, the vehicle and equipment necessary shall be provided by the Contractor and approved by the Authority's Executive Director, and All other factors of production required for the performance of this Agreement, not specifically identified in Article V hereof, are the responsibility of the Contractor. ARTICLE V DUTIES AND RESPONSIBILITIES OF AUTHORITY SECTION 501. COMMUNICATIONS INFRASTRUCTURE Except as otherwise provided herein, the Authority shall furnish, own and maintain, at no cost to Contractor, the EMS System's entire communications infrastructure which shall include: non-emergency telephone access; medical communications capabilities including consoles for two (2) Medical Communications Officers including patch matrix console units; portable radios for up to twelve (12) personnel; pagers for up to twelve (12) personnel; initial installation of all such equipment; and maintenance of such equipment throughout the life of this Agreement, except for losses and repairs due to loss, theft, abuse, or neglect. The Authority shall replace portable radios according to its normal replacement schedule. The communications systems and equipment to be furnished shall be as specified in Appendix "8" of this agreement. SECTION 502. CENTRAL FACILITIES AND EQUIPMENT The Authority shall provide, at no cost to the Contractor, fifteen hundred (1,500) square feet of professional office space to be used by the Contractor to perform the duties required in this Agreement. The Authority reserves the right to provide equal sized office space in an alternative location at its sole discretion. Additional space will only be provided with the written approval of the Executive Director. Medical Direction Service AQreement Page 24 " The Authority shall provide, at no cost to the Contractor, water and sewer, electricity, heat and air conditioning, garbage collection and grounds maintenance. Contractor shall make reasonable efforts to cooperate with the Authority to hold down utility costs, such as turning off lights and computers at night. Premises liability insurance, as well as insurance covering equipment, supplies, and furnishings in areas occupied by Contractor shall be the responsibility of Contractor. If Contractor chooses to utilize phone services procured by the Authority, Contractor shall pay, on a monthly basis, the amount required by the Authority, based upon basic, local and long distance charges determined by the County's internal telephone services department. ARTICLE VI INSURANCE AND INDEMNIFICATION SECTION 601. MINIMUM INSURANCE REQUIREMENTS Contractor shall pay for and maintain at least the following insurance coverages and limits. Said insurance shall. be evidenced by delivery to the County of: a certificate of insurance executed by the insurers listing coverages and limits, expiration dates and terms of policies and all endorsements whether or not required by the County, and listing all carriers issuing said policies; and, upon request, a certified copy of each policy, including all endorsements. The insurance requirements shall remain in effect throughout the term of this Agreement. (a) Worker's Compensation limits as required by law; (b) Comprehensive General Liability Insurance including, but not limited to, Independent Contractor, Contractual Premises/Operations, Products/Completed Operations and Personal Injury covering the liability assumed under indemnification provisions of this Agreement, with limits of liability for personal injury and/or bodily injury, including death, of not less than Five Hundred Thousand and 00/100 ($500,000.00) Dollars, each occurrence; and property damage of not less than One Hundred Thousand and 00/100 ($100,000.00) Dollars, each occurrence. (Combined Single Limits of not less than Five Hundred Thousand and 00/100 ($500,000.00) Dollars, each occurrence, will be acceptable unless otherwise stated). Coverage shall be on an "occurrence" basis. (c) Professional Liability and Medical Malpractice Insurance, including errors and omissions, for all services provided under the terms of this agreement with minimum limits of One Million and 00/100 ($1,000,000.00) Dollars per occurrence. (d) Employment Practices Liability Insurance for all services provided under the terms of this agreement with minimum limits of One Million and 00/100 ($1,000,000.00) Dollars per occurrence. (e) Comprehensive Automobile and Truck liability covering owned, hired and non-owned vehicles with minimum limits of Five Hundred Thousand and 00/100 ($500,000.00) Dollars, each occurrence, for bodily injury including death, and property damage of not less than One Hundred Thousand and 00/100 ($100,000.00) Dollars, each occurrence. (Combined Single limits of not less than Five Hundred Thousand and 00/100 Medical Direction Service AQreement PaQe 25 ($500,000.00) Dollars, each occurrence, will be acceptable unless otherwise stated). Coverage shall be on an "occurrence" basis, such insurance to include coverage for loading and unloading hazards. (f) One Million and 00/100 ($1,000,000.00) Dollars combined single limit personal injury and/or bodily injury including death and property damage liability insurance as an excess of all primary coverage required above in follow form. SECTION 602. ADDITIONAL INSURANCE REQUIREMENTS Each insurance policy shall include the following conditions by endorsement to the policy: (a) Each policy shall require that forty-five (45) days prior to expiration, cancellation, non- renewal or any material change in coverage or limits, a written notice thereof shall be given to the Authority. Contractor shall also notify the Authority within twenty-four (24) hours after receipt of any notices of expiration, cancellation, non-renewal or material changes in coverage received by said Contractor from its insurer. (b) Companies issuing the insurance policy, or policies, shall have no recourse against the Authority or County for payment of premiums or assessments for any deductibles, which are all at the sole responsibility and risk of Contractor. (c) Pinellas County shall be endorsed to the required policy or policies as an additional insured, exclusive of professional liability insurance. (d) The policy clause "Other Insurance" shall not apply to any insurance coverage currently held by County to any such future coverage, or to County's Self-Insured Retention of whatever nature. Contractor hereby waives subrogation rights for loss or damage against the County. SECTION 603. INDEMNIFICATION Contractor covenants and agrees that it will indemnify and hold harmless the Authority and the County and all of their officers and employees, from any claim, loss, damage, cost, charge or expense, including any claim or amounts recovered under the "Workers' Compensation Law" or of any other laws, by-laws, ordinance, order or decree brought or recovered against it by reason of any act, action, neglect or omission by Contractor, its agents, or employees, during the performance of the contract, whether direct or indirect, and whether to any person or property to which the County, the Authority, or said parties may be subject, except that neither Contractor nor any of its subcontractors, or assignees, will be liable under this section for damages arising out of injury or damage to persons or property directly caused or resulting from the sole negligence of the County, the Authority, or any of their officers, or employees. ARTICLE VII COMPENSATION AND OTHER FINANCIAL PROVISIONS SECTION 701. COMPENSA TION Medical Direction Service AQreement PaQe 26 Authority shall pay Contractor the annual amount of $ 1,343,460.00, and adjust the amount for inflation in accordance with Section 704, for the provision of Medical Direction Services. Payments shall be made monthly in arrears in approximately equal payments after subtracting any Liquidated Damages set forth in Section 702. Payment shall be made within forty-five (45) days after receipt and acceptance by the Authority of an invoice for services rendered during the preceding calendar month in accordance with the Florida Prompt Payment Act, ~218, Florida State Statutes. Each invoice shall include an activity report that summarizes the Contractors efforts and accomplishments during the preceding month. SECTION 702. DEDUCTIONS FOR FAILURE TO COMPLY WITH PERFORMANCE REQUIREMENTS In the event Contractor fails to comply with any of the Performance Requirements, the Authority shall issue to Contractor a written warning describing such failure. Should Contractor's noncompliance continue after receipt of such warning, the Authority may- deduct Liquidated Damages from the Contractor's compensation an amount equal to fifty and 00/100 ($50.00) Dollars for each day or occurrence Contractor remains in non- compliance. If the non-compliance continues for more than three (3) consecutive days or occurrence, the Authority may deduct Liquidated Damages, in addition to the amounts already deducted, an amount equal to five hundred and 00/100 ($500.00) Dollars for each day Contractor continues to be in noncompliance. Persistent and repeated failure of Contractor to comply with any of the Performance Requirements may result in termination of the agreement. In the event Contractor fails to comply with any requirements, as listed in Appendix "G" attached hereto, Authority may deduct Liquidated Damages, an amount as prescribed in Appendix "G", for each occurrence. SECTION 703. REIMBURSEMENT FOR DISASTER ASSISTANCE At the conclusion of a Disaster, State of Emergency, EMS Emergency, Contractor shall determine its direct marginal costs incurred in the course of rendering such disaster or EMS Emergency assistance, and shall present such cost statement to the Authority for review, acceptance, and reimbursement. The cost statement associated with rendering aid under disaster or EMS Emergency conditions shall be based solely upon the direct marginal costs incurred by Contractor in the course of rendering such assistance, and shall not include costs of maintaining production capacity that would have been borne by Contractor to meet normal service requirements if the disaster or EMS Emergency had not occurred. Only reasonable and verifiable reimbursement of direct marginal costs shall be made relative to Contractor performance during disaster or EMS Emergency conditions. SECTION 704. AUTOMATIC ANNUAL INFLATION ADJUSTMENT Beginning on October 1, 2006 and annually thereafter, Contractor's compensation for all services and deductions shall be subject to an automatic inflation adjustment as follows: The amounts shall be increased by the greater of (1) two percent (2%) or (2) Consumer Price Index (CPI-U, U.S. City Average, All Items less Food and Energy) during the most Medical Direction Service Aareement Paae 27 recent twelve (12) month period for which published figures are then available from the U.S. Department of Labor, but not to exceed five percent (5%). SECTION 705. AUDITS AND INSPECTIONS At any time during normal business hours, and as often as may reasonably be deemed necessary, the Authority's representatives may observe Contractor's operations. Contractor shall make available to the Authority for its examination its records with respect to all matters covered by this Agreement. Authority may audit, examine, copy, and make excerpts or transcripts from such records, and may make audits of all contracts, invoices, materials, payrolls, inventory records, records of personnel, daily logs, conditions of employment, and other data related to all matters covered by this Agreement. Contractor shall provide the Authority with direct on-line and off-line access to its Quality Assurance and Quality Improvement data and future database systems in the format requested by the Authority, at no additional cost to the Authority. Databases and reports shall be in a mutually agreeable format. The Authority's representatives may at any time, and without notification, directly observe Contractor's operation of the EMS Communications Center. The Authority's right to observe and inspect operations or records in Contractor's business office shall, however, be restricted to normal business hours, and reasonable notification shall be given Contractor in advance of any such visit. Contractor shall retain all records pertaining to this Agreement for a period of at least three (3) years after final payment is made. SECTION 706. FISCAL NON-FUNDING In the event sufficient budgeted funds are not available for a new fiscal period, the Authority shall notify Contractor of such occurrence and this Agreement shall terminate on the last day of current fiscal period without penalty or expense to the Authority. ARTICLE VIII TERM AND TERMINATION SECTION 801. TERM This Agreement shall be for five (5) years, commencing February 28, 2006 and end at midnight, September 30, 2010. This Agreement may be renewed for up to two (2) consecutive one (1 )-year periods after the initial term. This option shall be exercised only if all prices, terms, and conditions remain the same, and approval is granted by the Authority. In no way shall the term of this agreement including renewals exceed September 30, 2012. The effective date of this agreement shall be February 28, 2006. SECTION 802. TERMINA liON Medical Direction Service Aareement Paae 28 (a) Termination For Cause. This agreement may be terminated by the Authority for cause if at any time the contractor fails to fulfill or abide by any of the terms or conditions of this agreement. "Cause" shall include, but not be limited to, the event that Contractor fails to provide an Authority approved Medical Director; Medical Director cease, for any reason, to be licensed to practice medicine in the State of Florida pursuant to the provisions of Chapter 458, Florida Statutes; and substantial breach of any covenant or warranty contained in this Agreement; provided, however, that in the case of a breach of covenant or warranty, the Authority shall provide written notice of such breach and the Contractor shall have the opportunity to cure such breach within five (5) calendar days of receipt of such notice. (b) Termination Without Cause. This agreement may be terminated at will at the option of the Authority upon thirty (30) days written notice and by the Contractor upon one hundred and twenty (120) days written notice. In the event of such notice by the Authority the Contractor shall be entitled to all compensation earned to the date of termination. ARTICLE IX MISCELLANEOUS SECTION 901. ASSIGNMENT Contractor shall not assign any portion of the Agreement for services to be rendered without first obtaining written consent from the Authority. Any assignment made contrary to the provisions of this section shall be cause for termination of the Agreement and, at the option of the Authority, shall not convey any rights to the assignee. Any change in Contractor's ownership shall, for purposes of the Agreement, be considered a form of assignment. The Authority shall not unreasonably withhold its approval of requested change in ownership, so long as the transferee is of known financial and business integrity and the Authority has the opportunity to research the transferee's background. SECTION 902. NONDISCRIMINATION IN EMPLOYMENT Contractor will not discriminate against any applicant for employment because of age, race, color, religion, sex or national origin. Contractor will take affirmative action to ensure that applicants are employed, and that during employment employees are treated equally without regard to age, race, color, religion, sex or national origin. Such action shall include, but not be limited to, recruiting and related advertising, layoff or termination, upgrading, demotion, transfer, rates of pay and compensation, and selection for training, including apprenticeship. Contractor will post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause. Contractor shall made reasonable accommodations for employees with disabilities and comply with the federal requirements of the Americans with Disabilities Act (ADA). SECTION 903. NOTICES All notices, consents and agreements required or permitted by this Agreement shall be in writing, and, as applicable, shall be transmitted by registered or certified mail, return Medical Direction Service Aareement Paae 29 receipt requested, with notice deemed to be given upon receipt; postage prepaid, and shall be addressed as follows: If to Authority: Executive Director Pinellas County EMS and Fire Administration 12490 Ulmerton Road Largo, FL 33774-2700 If to Contractor: Medical Direction Contractor 12490 Ulmerton Road Largo, Florida 33774-2700 SECTION 904. ENTIRE AND COMPLETE AGREEMENT This Agreement, as amended, and all Appendices hereto, constitute the entire and complete agreement of the Parties with respect to the services to be provided hereunder. This Agreement, unless provided herein to the contrary, may be modified only by written agreement duly executed by the Parties with the same formality as this Agreement. SECTION 905. OTHER DOCUMENTS Each Party agrees to execute and deliver any instruments and to perform any acts that may be necessary or reasonably requested in order to give full effect tothis Agreement. SECTION 906. APPLICABLE LAW The law of the State shall govern the validity, interpretation, construction and performance of this Agreement. SECTION 907. WAIVER Unless otherwise specifically provided by the terms of this Agreement, no delay or failure to exercise a right resulting from any breach of this Agreement shall impair such right or shall be construed to be a waiver thereof, but such may be exercised from time to time and as often as may be deemed expedient. Any waiver shall be in writing and signed by the Party granting such waiver. If any representation, warranty or covenant contained in this Agreement is breached by either Party and thereafter waived by the other Party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach under this Agreement. SECTION 908. SEVERABILITY In the event that any provision of this Agreement shall, for any reason, be determined to be invalid, illegal, or unenforceable in any respect, the Parties hereto shall negotiate in good faith and agree to such amendments, modifications, or supplements of or to this Agreement or such other appropriate actions as shall, to the maximum extent practicable Medical Direction Service AQreement Paqe 30 in light of such determination, implement and give effect to the intentions of the Parties as reflected herein, and the other provisions of this Agreement shall, as so amended, modified, supplemented, or otherwise affected by such action, remain in full force and effect. SECTION 909. INDEPENDENT CONTRACTOR Nothing in this Agreement shall be construed to create a relationship of employer and employee, or principal and agent, partnership, joint venture, or any other relationship other than that of independent parties contracting with each other solely for the purpose of carrying out the provisions of this Agreement. SECTION 910. HEADINGS Captions and headings in this Agreement are for ease of reference and do not constitute a part of this Agreement. Medical Direction Service AQreement PaQe 31 ~ IN WITNESS WHEREOF the parties hereto, by and through their undersigned authorized officers, have caused this Agreement to be executed on this ,;J.i" day of QC6cFRber 200~ ~ H 0'. ~ ATTEST: KEN BURKE, CLERK PINELLAS COUNTY EMERGENCY MEDICAL SERVICES AUTHORITY ....\..\<?::~:~..~!.,:I>.l,,<\;it. ///~ A ." '. ',,-by: (, ,. '. . '. ;. ........ l/(..~ by: ~l : ,e . ufy Clerk .i { · ~-::~;;):\ . " --- [sea'I]'; . '~}:. "Il., r~"~.'- '~ # r.1 ( . ,"/' K/JA.M.U/-t- -r' lUdeL Chairman ". ". ~~ d.':'" "J "{'<,.-,: . i". "/j Q . . . iii iii . r .: .. ~ . \ om~g(~ Office of the County Attorney APPROVED AS TO FORM OFFICE OF COUNTY A TTORNtv fi!JZ;JwfJ2e ~Jd'~ . By Attorney, APPROVED AS TO FORM SUBJECT TO EXECUTION ATTEST: by: by: ..._r-.' T ACORDfU CERTIFICATE OF LIABILITY INSURANCE I DATE IMMIDIlIYVI 02101108 PRODUCE!Il THIS CERTIACATE IS ISSUED AS A MAlTER OF JNFORMA110N Acardia Southeast, Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE P.O. Box 31666 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POUCIES BELOW. Tampa, FL 33631-3666 INSURERS AFFORDING COVERAGE 727-796-6666 IN5URED Emergency Medical Services INSUIIEIl II: Transoortatlon Insurance Co lNIlUIISlll: EVlInlIton Insurance CD Group, Inc. INSUIlEIl C: IUlno18 NatlonallnsursncB CD 12490 Ulmerton Road ~argo FL 33774-2700 IN&UIlI!fl D: INSUIl!R I!: THE POUCIES OF IIIISUAANCE USTED BELOW HAVE BEEN ISSUED TO THI! INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDmON OF /ll,NY CONTRACT OR OTHER DOCUMENT WfTH REsPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAV PERTAIN, THE INSURANCE AFfORDED BY THE POLlCIE& DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSiONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID ClAIMS. ~ TYPE OF INSURANCE POLICY flIUMIIEIl PCJUCY EFFECTIVE POUCY ElII'IIIA"TIDIlI UMITII A ~ UABlUTY 1073748273 01/16/08 01116107 EACH OCC\JRllENCE . 1.000000 X COMMERCIAL GENERAL UA8IlJTY FlfIE DAAlABE ,Any DfI8 nnll . 500000 I C\AlMS MADE UU OCCUR MID El(P 'IW/ one perlOlll . 5000 I-- pERSONAL . /lDV 1NJUl'lY . LOOOOOO I-- GENERAl AGGREGAT! . 2000000 riL AGGiln WMT APPri PER: PRODUCTS - CDMPIOf' AGG . 2000000 POUCY ~ LaC A ~TOMOBILE UAB1UTY 1073748273 1/16106 1/16107 COMBINED SINGLE UMrr l& IIIlGldon1I . 1000000 - ~'f ALlTO - AU. OWNeD AUTOS BOOILYINJURY ,... p.....t . - SCHEIIULED AUTOS .A HIf'lED AUTOS BODILY IflJUf/Y . .It 1II0N-oWNED AUTOS IPIIr acddll'lll - PROPERTY DAMAGI! . I"'~ ROE UABIUTY AUTO ON!. Y - EA ACCIDENT . i i ANY AUTO OTHSI THAN EA ACe . AUTO ONLV: AGG . A EXcess UA81lJ1Y 1073748273 1115106 1116107 EACH OCCUfIfff!NCE . 1QDODDO 5 OCCUR 0 CLANS MADE AGGflEQATE . 1.000000 . =j DEDucrJBLE . X RETENTION . 10000 $ WORKERS COMPINIATlOH AND we Sf ATU- ;r IO.r:- EMPLOYERS' UABlUTY E.L. EACH ACCIDENT . U. DISEASE - EA EMPLOVEE . E.L. DISEASE - POUCY LIMIT . . OnllR 5MB30475/6097916 311106 3101/07 PROFESSIONAL LIABILITY $1 MIL-EA CLM/$3MIL-AGGREGA TE EMPlOYMENT PRACTICES UAB $ 1 M1L-EA LOSS/.1 MIL-POUCYTER'" DESCRlf"TION OF DPEllA'T1ON8ADCATlDN&lVEHlCLSIEXCW&lON1 ADDED BY /iIIIOORIEMB'IT1II'EQAL P/IOVIBlONS RE: MEDICAL DIRECTION FOR PlNELLAS COUNTY EMERGENCY MEDICAL SERVICES. PINEUAS COUNTY EMERGENCY MEDICAL SERVICES AUTHORITY AND P1NB.LAS COUNTY BOARD OF COUNTY COMMISSIONERS ARE ADDITIONAL INSUREDS WITH RESPECTS TO GENERAL UABIUTY AND EPL COVERAGES ONLY. -PROFESSIONAL UAB-INSURER 8-EVANSTON INSURANCE CO .eMPLOYMENT PRACTICES lIAB-lNSURER CILUNOIS NATIONAL INS CO CERTIFICATE HOLDER I I ADOmONAL lNIiURED; IH8UJlER mTEIll CANCELLATION PINElLAS COUNTY SItOULD ANY Of THE ABOVE DESCAllIBl POUCE& IE CANCELLED BEFORe THE EXPIRATION DAn THEIlEOF. THE 1551J1NO UiI5UIlER WIlL ENDl!AVOR TO MAIL ~ DAYS WllITTfN BOARD OF COUNTY COMMISSIONERS NO'TICE TD THE CERTlFlCAn HOUlEII NAMeIl TO THE lS'T. BUT FMUfIE TO DO so SHAll. 400 S. FT. HARRISON lIII'DSE NO DBUGATlON DR UAIIlUTY OF ANV KIND UPON THE INSURER, rrs AGENTIl DIl CLEARWATER, FL 33756 ^ " AUfltf/L-{ ~ I COVERAGES ACORD 25-5 17/971 46- 53 . ACORD CORPORATION 1988