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EMERGENCY MEDICAL SERVICES ALS FIRST RESPONDER AGREEMENT - 2007 2007 EMERGENCY MEDICAL SERVICES ALS FIRST RESPONDER AGREEMENT OCTOBER 1, 2007 PINELLAS COUNTY EMERGENCY MEDICAL SERVICES AUTHORITY 12490 Ulmerton Road Largo, FL 33774 PARTIES RECITALS SECTION 101. SECTION 102. SECTION 103. SECTION 104. Emergency Medical Services ALS First Responder Agreement Page I TABLE OF CONTENTS _________________________________________________________________________________________________ 1 _________________________________________________________________________________________________ 1 ARTICLE 1 THE AGREEMENT P u rp ose ______________________________________________________-------------------------------- 2 Coope ratio n ______________________________________________________--------------------------- 2 Contra ct Doc u m e nts ______________________________________________________---------------- 2 Scope of Services ------------------------------------------------------------------------- 3 ARTICLE II DEFINITIONS SECT ION 201 . Word sand Terms ------------------------------------------------------------------------- 4 S E C T ION 202. Term s G e n e ra lIy --------------------------------------------------------------------------- 1 2 ARTICLE III REPRESENTATIONS SECTION 301. Representations of Authority ----------------------------------------------------------- 12 SECTION 302. Representations of Contractor--------------------------------------------------------- 13 SECTION 401. SECTION 402. SECTION 403. SECTION 404. SECTION 405. SECTION 406. SECTION 407. SECTION 408. SECTION 409. SECTION 410. SECTION 411. SECTION 412. SECTION 413. SECTION 414. SECTION 415. ARTICLE IV DUTIES AND RESPONSIBILITIES OF CONTRACTOR Ve hide san d E qui p me nt ----------------------------------------------------------------- 14 Priority Dispatch Protocols -------------------------------------------------------------- 16 Response Time ---------------------------------------------------------------------------- 16 Continuing Medical Education --------------------------------------------------------- 17 Medical Quality Control------------------------------------------------------------------ 18 Med ica I Aud its------------------------------------------------------------------------------ 19 P e rs 0 n n e 1_____________________________________________________------------------------------- 1 9 Disaster Assistance and Mutual Aid-------------------------------------------------- 21 Automatic Aid/Closest U nit Response ----------------------------------------------- 22 Medical Supplies and Inventory Control--------------------------------------------- 22 Patient Care Reporting System -------------------'------------------------------------- 23 Requests for Emergency Medical Assistance ------------------------------------- 24 Com m unity I nvolvement ----------------------------------------------------------------- 24 Licensure and Certification ------------------------------------------------------------- 24 S h a red R ecog n iti 0 n ----------------------------------------------------------------------- 25 SECTION 501. SECTION 502. SECTION 503. SECTION 504. SECTION 505. SECTION 506. SECTION 507. SECTION 508. SECTION 509. SECTION 601. SECTION 602. SECTION 603. SECTION 701. SECTION 702. SECTION 703. SECTION 704. SECTION 705. SECTION 706. SECTION 707. SECTION 708. SECTION 709. SECTION 710. SECTION 711. SECTION 712. SECTION 713. SECTION 714. Emergency Medical Services ALS First Responder Agreement Page II ARTICLE V DUTIES AND RESPONSIBILITIES OF AUTHORITY Med ica I 0 i rection a nd Co ntrol---------------------------------------------------------- 25 Conti n u i ng Med ica I Ed u cation --------------------------------------------------------- 25 Medical Communications Equipment ------------------------------------------------ 25 M ed i ca I Sup plies ________________________________________________________------------------ 26 Extraord i nary Mod ifications ------------------------------------------------------------- 26 Bill i n 9 ______________________________________________________----------------------------------- 27 Medical Equipment Maintenance ----------------------------------------------------- 27 Biohazard Waste Collection ------------------------------------------------------------ 27 Patient Care Reporting System Equipment ---------------------------------------- 27 ARTICLE VI INSURANCE AND INDEMNIFICATION M in i mum Ins u ra nce Req u i rements --------------------------------------------------- 28 Add itiona I Insurance Req uirements -------------------------------------------------- 29 L jab i I ity ______________________________________________________--------------------------------- 30 ARTICLE VII COMPENSATION AND OTHER FINANCIAL PROVISIONS Com pe n sati 0 n ______________________________________________________------------------------ 30 Deduction for Failure to Comply With Response Time Requirements------ 31 Deduction for Failure to Provide First Responder Unit-------------------------- 31 Oed u cti 0 n fo r Non com p I i a n ce --------------------------------------------------------- 32 Deduction for Faulty Documentation & Transport Protocol Compliance -- 32 Automatic Ann ual Inflation Adj ustment ---------------------------------------------- 33 Adjustment for Extraordinary Cost Increases-------------------------------------- 33 P e rfo rm a n ce Com pe n sa ti 0 n -------------------------..,--------------------------------- 34 Funds to Be Used Solely For EMS First Response------------------------------ 35 F utu reI Ad d itiona I Services -------------------------------------------------------------- 35 Se rv i ce Con so I id ati 0 n -------------------------------------------------------------------- 36 Add itiona I Units _______________________________________________________--------------------- 36 Aud its a nd I nspections ------------------------------------------------------------------- 37 Fiscal Non-F u nd ing ----------------------------------------------------------------------- 38 SECTION 801. SECTION 802. SECTION 803. SECTION 901. SECTION 902. SECTION 903. SECTION 904. SECTION 905. SECTION 906. SECTION 907. SECTION 908. SECTION 909. SECTION 910. SECTION 911. Emergency Medical Services ALS First Responder Agreement Page III ARTICLE VIII TERM AND TERMINATION T~rrn ------------------------------------------------------------------------------------------38 T ~ rrn i n at io n --------------------------------------------------------------------------------- 39 R~solution of Disput~s ------------------------------------------------------------------- 39 ARTICLE IX MISCELLANEOUS Nond iscrim ination in Employrn~nt ---------------------------------------------------- 40 N otic~s --------------------------------------------------------------------------------------- 4 1 Entir~ and Cornpl~t~ Agr~~m~nt ------------------------------------------------------ 41 Oth~ r Docu m~ nts------------------------------------------------------------------------- 41 Ap plica b I ~ Law ----------------------------------------------------------------------------- 42 W a iv~ r ---------------------------------------------------------------------------------------- 42 S~ve ra b i I ity ---------------------------------------------------------------------------------- 42 Contractor Is Independent Contractor ----------------------------------------------- 42 No Third-Party Beneficiaries; Assig nrnent ------------------------------------------ 43 H ea din 9 s------------------------------------------------------------------------------------- 43 Co u nte rp a rts -------------------------------------------------------------------------------- 43 Emergency Medical Services ALS First Responder Agreement PaQe 1 EMERGENCY MEDICAL SERVICES ALS FIRST RESPONDER AGREEMENT AGREEMENT made this day of ,2007, between CITY OF CLEARWATER, a Florida municipal corporation ("Contractor"), and the PINELLAS COUNTY EMERGENCY MEDICAL SERVICES AUTHORITY, a special district ("Authority"). RECITALS 1. The Authority is a special district created for the purpose of providing Emergency Medical Services throughout Pinellas County ("County"), pursuant to Chapter 80-585, Laws of Florida and Chapter 54, Article III, Pinellas County Code, as amended ("The Acts"). 2. The Authority has determined that a single-tier all Advanced Life Support ("ALS") EMS system with a first responder component and a transport component is in the best interest of public safety, health and welfare. 3. The Authority has contracted with various municipalities and independent special fire districts in the County to provide First Responder Services (as defined herein) and has also contracted with an Ambulance Contractor to provide ALS emergency and non-emergency transport services. 4. The Authority wishes to enhance the current "high performance" Pinellas County EMS System by continuing to have performance based contracts for First Responder Services (as defined herein). Emergency Medical Services ALS First Responder Agreement Page 2 5. The Authority wishes to continue to provide long-term direction and financial stability to the entire Emergency Medical Services system while controlling and managing the future growth of the First Responder Services through the funding policies contained herein. 6. Authority is authorized to enter into agreements for Emergency Medical Services and the Contractor is willing and able to provide First Responder Services (as defined herein). Now, therefore, in consideration of the mutual covenants, terms and conditions herein set forth to be kept and performed by and between the parties hereto, it is agreed 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 ALS First Responder 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. ALS First Responder Units Appendix B. Annual Compensation For Fiscal Year 2007-2008 Emergency Medical Services ALS First Responder Agreement Page 3 Appendix C. ALS First Responder Contractors Appendix D. EMS Districts Appendix E. On-Scene Equipment Exchange Items Appendix F. EMS Equipment Appendix G. Performance Compensation This Agreement, together with the foregoing Appendices, constitutes the entire Emergency Medical Services ALS First Responder Agreement between the Parties with respect to the provision of ALS First Responder Services, and shall supersede any prior agreement, contract or memorandum of understanding between the Parties regarding such services. The Parties agree that the terms and conditions of this Agreement, including the Appendices, shall govern exclusively the obligations of the Parties. . SECTION 104. SCOPE OF SERVICES. The services to be performed by the Contractor under this Agreement include the following: (a) The response of an ALS First Responder Unit to the scene of an EMS Incident. (b) The on-scene Patient care by FieldPersonnel. (c) The continuation of Patient care, when Contractor's Paramedic accompanies the Patient during transport by the Ambulance Provider or medical helicopter. The transport of Patients to a medical facility, in extraordinary circumstances, in accordance with Florida Statute 401.33 and the then current Medical Operations Manual, Transport Protocols. Such services shall be provided in accordance with the terms and conditions of this Agreement. The specific terms and conditions of this Agreement shall govern and prevail over this Section 104. Emergency Medical Services ALS First Responder Agreement Page 4 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: "ALS" means Advanced Life Support. "ALS First Responder Services" means the response of an ALS First Responder Unit to an EMS Incident and, if necessary, on-scene Patient care by EMTs and Paramedics, all in accordance with the protocols of the Authority. "ALS First Responder Station" means any location designated by the Contractor and approved by the Authority at which an ALS First Responder Unit, with the minimum staffing required herein, are located. "ALS First Responder Unit" means any of the ALS permitted vehicles provided by Contractor under this Agreement and listed on Appendix A; each of which is equipped to provide Advanced Life Support services and is used for rapid response to an EMS Incident. ALS First Responder Units may include, but not be limited to: ALS engines, transport capable rescue units and non-transport capable rescue units. "Advanced Life Support" means treatment of life-threatening medical emergencies 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" means a vehicle constructed, equipped and permitted as an ALS Ambulance, pursuant to the rules of the Department for the transportation of Patients. Emergency Medical Services ALS First Responder Agreement Page 5 "Ambulance Contractor" means the entity selected by the Authority to provide ambulance service countywide. "Annual Compensation" means the fixed professional services fee listed on Appendix B, as may be adjusted pursuant to the terms of this Agreement. "At Patient Notification" means the time of arrival of a Paramedic to the Patient's side. "Authority" means the Pinellas County Emergency Medical Services Authority, a special district established by Chapter 80-585, Laws of Florida, as amended. "Authority Funded Unit" means an ALS First Responder Unit authorized and funded by the Authority pursuant to the terms of this Agreement. "Automatic Aid/Closest Unit Response Agreement" means the Agreement by and between every political subdivision and fire control districts within Pinellas County dated October 16,1990. "BLS" means Basic Life Support. "BLS First Responder Unit" means a vehicle equipped to provide Basic Life Support only. "Basic Life Support" means treatment of medical emergencies 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. "CAD" means the computer aided dispatch system. "Caller" means a person accessing the response system by telephone. "Continuing Medical Education" or "CME" means (1) the minimum required continuing medical education required for Emergency Medical Technicians and Paramedics to maintain certified status within the EMS System, the State of Florida, and where Emergency Medical Services ALS First Responder Agreement Page 6 applicable, the National Registry of Emergency Medical Technicians; and (2) education for individuals who have a specific deficiency that must be corrected to maintain or restore their status within the EMS System. "Contract Year" means, during the term of this agreement, the period commencing on October 151 and ending at midnight on September 30th of the following year. "Contractor" means anyone of the entities described on Appendix C. "Contractor Funded Unit" means an ALS First Responder Unit, approved by the Executive Director, which is funded and operated by the Contractor for their operational flexibility, but, the additional Unit is not necessary for the Contractor to meet its obligations under the terms of this Agreement. "County" means Pinellas County, Florida, a political subdivision of the State of Florida. "County Certified" means authorized to work in the EMS System in accordance with requirements established by the Medical Control Board, the Medical Director and approved by the Authority. "Department" means the State of Florida Department of Health. "Disaster" means an occurrence of a severity and magnitude that normally results in death, injuries and/or property damage and that can not be managed through routine procedures and resources of the EMS system. "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 situations. Emergency Medical Services ALS First Responder Agreement Page 7 "Emergency Medical Services" or "EMS" means the services provided by the Contractor pursuant to Section 104. "EMS Advisory Council" means the advisory board established by Chapter 80-585, Laws of Florida as codified in Chapter 54, Pinellas County Code. "EMS Districts" means the districts designated by Authority pursuant to the Special Act and shown on Appendix D attached hereto and made a part hereof. "EMS Emergency" means any occurrence or threat thereof in the County, any municipalities therein or in any surrounding county or counties which may result in unusual system overload and is designated such by the Executive Director or Authority. "EMS Equipment" means the equipment listed on Appendix F, as may be amended from time to time by the Executive Director. "EMS Incident" means an emergency or non-emergency request processed through the 9-1-1 Center that needs or is likely to need medical services. "Emergency Response" means, for the purposes of measuring response time compliance in Section 403, the act of responding to a request for services in which the Priority Dispatch Protocols have determined that red lights and sirens will be used. "EMS Mill" means the ad valorem real property tax imposed by the Authority pursuant to the "Special Act", Laws of Florida, as amended. "EMS Ordinance" means Chapter 54, Article III of the Pinellas County Code, as may be amended. "EMS System" means the network of organizations and individuals, including, but not limited to the Authority, Ambulance Contractor, the Contractors, the EMS Advisory Council, the Medical Control Board and the Medical Director, established to provide Emergency Medical Services in Pinellas County. Emergency Medical Services ALS First Responder Agreement Page 8 "Executive Director" means the Director of the EMS System, or his or her designee. "First Due Unit" means the Contractor's Unit, within Contractor's primary response area, predetermined to be the nearest to the EMS Incident, in accordance with Section 409 hereof. "Field Personnel" means Paramedics and EMTs employed by Contractor. "First Responder Services" means ALS First Responder Services. "Fiscal Year" means the year commencing on October 1 of any given year and ending on September 30 of the immediately-succeeding year. "Force Majeure" means any act, event, or condition, other than a labor strike, work stoppage or slowdown, that has had or may reasonably be expected to have a direct material adverse effect on the rights or obligations of either Party under this Agreement, and such act, event, or condition is beyond the reasonable control to the Party relying thereon as justification for not performing an obligation or complying with any condition required of such Party under this Agreement, and is not the result of willful or negligent action or a lack of reasonable diligence of the Party relying thereon. Such acts or events may include, but shall not be limited to: an act of God (except normal weather conditions for the geographic area of the County), epidemic, landslide, or similar occurrence, an act of the public enemy, war, blockade, insurrection, riot, general arrest or restraint of government and people, civil disturbance or similar occurrence. "Marginal Cost" means the cost incurred by Contractor in providing First Responder Services and which cost would not be incurred if First Responder Services were terminated or had never been initiated. Emergency Medical Services ALS First Responder Agreement Page 9 "Medical Audit" means a service inquiry, quality assurance review or medical review hearing by the Medical Director and/or Medical Control Board into procedures and practices of Field Personnel. "Medical Control" means the medical supervision of the EMS System provided by the Medical Director. "Medical Control Board" means the board appointed by Authority pursuant to the EMS Ordinance and having the duties and responsibilities set forth in the EMS Ordinance. "Medical Direction" means supervision by Medical Control through two-way communication or through established standing orders, pursuant to rules of the Department. "Medical Director" means a licensed physician, or a corporation, association, or partnership composed of physicians which employs a licensed physician for the purpose of providing Medical Control to the EMS System. "Medical Operations Manual" means the clinical guidelines, prepared for the EMS System and approved by the Medical Control Board, as the same may be amended from time to time. "9-1-1 Center" means the Public Safety Answering Point operated and maintained by the County for the purpose of receiving 9-1-1 calls from citizens. "On-Scene Equipment Exchange Program" means the Authority's program whereby an equipment item listed on Appendix E, which many be amended from time to time by the Executive Director, is employed by Contractor in the course of preparing a Patient for transport and the ambulance personnel replaces the same from its own on-board inventory. Emergency Medical Services ALS First Responder Agreement Page 10 "Paramedic" means a person who is trained in Basic and Advanced Life Support, who is County Certified, and who is certified by the Department to perform Basic and Advanced Life Support procedures pursuant to the provisions of state statute, regulations and the Medical Operations Manual. "Party" or "Parties" means either the Authority or the 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 care. "Performance Compensation" means the compensation paid to Contractor pursuant to Section 708 and Appendix "G" hereof. "Prioritized Emergency Call" means for the purposes of assessing performance compensation in Section 708 and Appendix "G", an EMS Incident which has been prioritized to be an emergency response by an Emergency Medical Dispatcher following the then current Priority Dispatch Protocols. "Priority Dispatch Protocols" means the protocols adopted by the Authority, and as may be amended from time to time, governing the EMS System's response to the different types of service requests. "Response" means the act of responding to a request for services, which act begins when Contractor's Units are dispatched to an EMS Incident. "Response Time" means the period of time commencing when Contractor's Units are notified of an EMS Incident and ending when Contractor's first Unit arrives on the scene of the incident. Emergency Medical Services ALS First Responder Agreement Page 11 "Rules and Regulations" means the rules and regulations adopted by the Authority on October 5, 1993, as may be amended from time to time. "Run Cards" means the 9-1-1 Center's computer aided dispatch software database that, based upon the location of the EMS Incident and a predetermined listing of Units which the Contractor has determined to be the closest by travel time or most appropriate in ranked order, recommends the closest or most appropriate Unit(s) to respond to EMS Incidents, or successor methods such as global positioning satellite (GPS) automatic vehicle location (A VL) systems. "Special Act" means Chapter 80-585, Laws of Florida, as amended. "Special Events" means non-emergency events, such as sporting events, parades, festivals and other group or mass gatherings, which may require BLS or ALS medical coverage. "State" means the State of Florida. "State of Emergency" means a Disaster which has been declared by proclamation of the State, County or a municipality in the County. "Total Unit Hour Compensation" means Unit Hour Compensation multiplied by the number of funded Contractor's Units provided by this Agreement. "Transport" means the transportation of Patients to any destination by Ambulance. "Uncontrollable Circumstance" means a Force Majeure, an EMS Emergency or a State of Emergency. "Unforeseen Circumstances" means circumstances which could not reasonably be foreseen by the Parties at the time of execution of this Agreement. "Unit or Units" means ALS First Responder Units. Emergency Medical Services ALS First Responder Agreement Page 12 "Unit Compensation" means the Annual Compensation in a Fiscal Year divided by the number of funded Contractor's Units provided by this Agreement. "Unit Hour Compensation" means the Unit Compensation divided by Eight Thousand, Seven Hundred and Sixty (8,760) Hours. 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 deemed to be followed by the phrase "which shall not be unreasonably withheld or unduly delayed", except as the context may otherwise require. ARTICLE III REPRESENTATIONS SECTION 301. REPRESENTATIONS OF AUTHORITY. Authority represents to Contractor that each of the following statements is presently true and correct: (a) Existing. Authority 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 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 Authority. Emergency Medical Services ALS First Responder Agreement Page 13 (c) Enforceabilitv. This Agreement constitutes a legal, valid and binding obligation of Authority enforceable against 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 Capabilitv. Authority is fully capable, financially and otherwise, to perform its obligations hereunder, subject to availability of funds lawfully appropriated for the purposes provided in this Agreement. (e) No Litiaation. There are no pending, or to the knowledge of Authority, threatened actions or proceedings before any court or administrative agency to which 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 contemplate d hereunder. SECTION 302. REPRESENTATIONS OF CONTRACTOR. Contractor represents to Authority that each of the following statements is presently true and correct: (a) Existina. Contractor is a Florida municipal corporation or independent special district having all requisite power and authority in Florida to carry on its business as now conducted, to own or hold or otherwise control its properties, and to enter into and perform its obligations under this Agreement and under each instrument described herein to which it is or will be party. (b) Due Authorization. This Agreement has been duly authorized by all necessary action on the part of; and has been duly executed and delivered by Contractor and neither the Emergency Medical Services ALS First Responder Agreement Page 14 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 Contractor. (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 Litiaation. 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 subject to availability of funds lawfully appropriated for the purposes provided in this agreement. ARTICLE IV DUTIES AND RESPONSIBILITIES OF CONTRACTOR SECTION 401. VEHICLES AND EQUIPMENT. (a) Obliaation to Provide Vehicles. Subject to the application of Section 711 hereof, at all times during the term of this Agreement, Contractor shall provide the number of funded ALS First Responder Units described on Appendix A. Contractor reserves the right to select and acquire vehicles and apparatus used in the performance of this Agreement. Emergency Medical Services ALS First Responder Agreement Page 15 (b) Maintenance of Vehicles and Fuel. Contractor shall be responsible for the maintenance and repair of Units and for furnishing maintenance, equipment, supplies, repairs, spare parts, replacement vehicles and fuel. Contractor shall maintain records of maintenance and fuel in order to document that Contractor's Units are maintained and used in accordance with this Agreement. (c) Staffina of Vehicles. Each Unit shall be staffed in compliance with Chapter 401, Florida Statutes, with a minimum of one (1) Paramedic. Contractor shall maintain records of staffing in order to document that Contractor's Units are staffed in accordance with this Agreement. (d) EQuipment and Supplies. With the exception of equipment maintained by the Authority in Section 507, Contractor shall furnish and maintain all EMS Equipment, as required by the Authority and approved by the Medical Director. Contractor shall ensure that any new equipment utilized by Contractor in the provision of services under this Agreement is compatible with that of all other providers and shall support the Authority's efforts toward equipment standardization. Contractor shall also be responsible for the cost of replacing outdated medical supplies as provided in Section 504, which are lost through inadequate stock rotation; as well as the cost of medical supplies which are lost, stolen, damaged, or unaccounted for due to Contractor's negligence. Contractor shall be subject to the Authority's On-Scene Equipment Exchange Program. (e) Medical Communications EQuipment. Contractor shall be responsible for the replacement of all medical communications equipment that is lost, stolen or damaged due to Contractor's negligence. Contractor shall also be responsible for all routine maintenance of such equipment. Emergency Medical Services ALS First Responder Agreement Page 16 (f) Inspections. Contractor shall allow representatives of the Authority and of the Medical Director to inspect Units, equipment and ALS First Responder Stations as may be reasonably required to determine compliance with this Agreement. (g) Patient Care ReportinQ System Eauipment. Contractor shall be responsible for the replacement of all field equipment for the Patient Care Reporting System (i.e. notebook computers, personal digital assistants, modems, etc.) that is lost, stolen or damaged due to Contractor's negligence. Contractor is responsible for providing and maintaining equivalent hardware for Contractor Funded Units. Contractor shall also be responsible for all routine maintenance of such equipment. SECTION 402. PRIORITY DISPATCH PROTOCOLS. Contractor shall respond to EMS Incidents in accordance with the then current Priority Dispatch Protocols. Contractor shall cooperate with the Authority in implementing periodic enhancements and improvements to the Priority Dispatch Protocols. SECTION 403. RESPONSE TIME. (a) EMS Incidents. Response time to not less than ninety percent (90%) of all EMS Incidents which are (1) prioritized as an Emergency Response; (2) are within the Contractor's EMS District; and (3) for which Contractor's Unit is determined, in accordance with Section 409, to be the First Due Unit, shall be within seven (7) minutes and thirty (30) seconds or less. (b) Deductions and Exemptions. (1) Failure to comply with the requirements of this Section 403 shall be subject to the deductions set forth in Section 702 hereof; provided, however, that such deductions shall Emergency Medical Services ALS First Responder Agreement Page 17 not be applicable to Responses which occur during periods of Uncontrollable Circumstances; provided, however, that Contractor shall document said conditions and shall apply for this exception as provided for in subparagraph two (2) below. (2) Should Contractor experience an Uncontrollable Circumstance, Contractor shall, as a condition precedent to the right to claim an Uncontrollable Circumstance, notify the Executive Director within three (3) business days of the occurrence. (3) Responses to remote or areas of limited accessibility, as requested by the Contractor and approved by the Executive Director, may be exempted from Response Time calculations. (4) The exemptions provided for in this subsection (b) are exhaustive and no other cause of poor Response Time performance shall be allowed as exemptions to these Response Time requirements and reporting provisions. (5) The exemptions provided for in this subsection (b) shall be excluded from Performance Compensation calculations, as defined in Section 708 hereof. SECTION 404. CONTINUING MEDICAL EDUCATION. Contractor shall make available its personnel for Continuing Medical Education as required by state regulation and the Medical Control Board. Satisfactory participation by Contractor's personnel in Continuing Medical Education provided and made available by the Authority shall constitute fulfillment of this obligation. Contractor shall be responsible for ensuring that its personnel attend Continuing Medical Education training, either in classroom based training or distance learning methods as determined by the Medical Director, in accordance with the Rules and Regulations. Contractor may prepare and submit to the Executive Director a report evaluating performance of the CME Emergency Medical Services ALS First Responder Agreement Page 18 program. Contractor shall use any prepared forms that the Authority requests it to use for this evaluation. SECTION 405. MEDICAL QUALITY CONTROL. (a) Medical Director. The Medical Director of the EMS System shall also serve as medical director of Contractor's First Responder Services. Contractor may not use or employ another Medical Director for the provision of Emergency Medical Services within Contractor's EMS District. (b) Rules and ReQulations: Protocols. Contractor shall fully comply with the Rules and Regulations, including the protocols established in the Medical Operations Manual. (c) Ride-AlonQ. Contractor shall allow the Medical Director and the Executive Director or their representative to ride in Contractor's Units during responses to medical emergencies. However, such representatives shall conduct themselves in a professional and courteous manner, shall not interfere with Contractor's employees in the performance of their duties, except as necessary to assure protocol compliance and good Patient care, and shall at all times be respectful of Contractor's employee/employer relationship. Medical Director, Executive Director, or their representatives, shall provide proof of employment, proof of workers' compensation insurance and complete any waiver or release forms which may be required by the Contractor prior to riding in Contractor's Units. (d) On-Scene Patient Care. Contractor shall comply at all times with the Authority's protocol for on-scene control of Patient care. If Contractor's Paramedic is requested or decides to ride to the hospital with the Ambulance Contractor's Paramedic, Contractor's Paramedic shall comply and, Contractor shall be responsible for the return of the Paramedic. Emergency Medical Services ALS First Responder Agreement Page 19 (e) Special Events. In the event Contractor provides either BLS or ALS medical coverage at a Special Event in their EMS District, Contractor shall be under the auspices of the Authority, the Medical Control Board and the Medical Director. In providing medical coverage at a Special Event, Contractor shall comply with the Rules and Regulations and with the protocols established in the Medical Operations Manual. ALS First Response units funded under this Agreement will not be used for dedicated special events coverage without the written approval of the Executive Director. Contractor and Authority will notify each other of large scale Special Events, which may require additional resources or adversely affect the EMS System, to ensure coordinated event coverage. (f) Quality Assurance. Contractor shall adhere to and assist in the Quality Assurance and Quality Management Program established by the Medical Director. SECTION 406. MEDICAL AUDITS. Medical Audits may include access to data, records review, written and verbal statements, and attendance at interviews and informal and formal hearings, in accordance with the then current Rules and Regulations and Florida Statute 401.425. Contractor shall provide full cooperation and ensure that its Field Personnel attend Medical Audits when requested. SECTION 407. PERSONNEL. (a) Trainina and Qualifications. All Field Personnel employed by the Contractor in the performance of work under this Agreement shall be trained and qualified at a level consistent with the standard established by the Authority for delivering Patient care and shall hold appropriate credentials in their respective EMS profession. Emergency Medical Services ALS First Responder Agreement Page 20 (b) Standard of Conduct. Contractor's personnel shall conduct themselves in a professional and courteous manner at all times. The Contractor shall address and correct any departures from this standard of conduct. Contractor's Field Personnel shall be easily identified as EMTs or Paramedics while on scene of an EMS Incident. (c) Part-Time Emplovment. Contractor shall not unreasonably restrict its employees from seeking or performing part-time employment with Authority's Ambulance Contractor and Office of the Medical Director. (d) EMS Coordinator. Contractor shall designate a County Certified Paramedic as the EMS Coordinator who will be responsible for performing or supervising, at a minimum, for: (1) Reviewing Patient care records in accordance with procedures established by the Medical Director. (2) Responding to EMS Incidents and overseeing Patient care in accordance with procedures established by the Medical Director. (3) Monitoring Contractors' EMS personnel to ensure compliance with CME requirements. (4) Monitoring Contractors' EMS personnel to ensure clinical competence and good customer service. (5) Attending and actively participating in EMS related meetings and quality improvement committees. If, at the effective date of this Agreement, Contractor has employed or designated as an EMS Coordinator a non-County Certified Paramedic, then that employee will be allowed to continue as the EMS Coordinator until the position becomes vacant, at which time the successor must be a County-certified Paramedic. Emergency Medical Services ALS First Responder Agreement Page 21 SECTION 408. DISASTER ASSISTANCE. EMS EMERGENCY AND MUTUAL AID (a) Disaster Assistance Within Pinellas County. Immediately upon notification by the Authority of a State of Emergency within Pinellas County, Contractor shall commit such resources as are necessary and appropriate, given the nature of the disaster, and shall assist in accordance with applicable plans and protocols. During such periods, the Contractor shall be released from the requirements of Section 403 and will not be subject to the deductions provided for in Section 702. When disaster assistance has been terminated, the Contractor shall notify the Authority's authorized representative that Contractor is able to resume normal operations considering exhaustion of personnel, need for restocking and other relevant considerations. (b) Disaster Assistance Outside of Pinellas County. The Contractor shall manage any disaster assistance response outside of Pinellas County in a manner which does not jeopardize the Contractor's ability to render reliable services under this Agreement. (c) EMS Emeraency. Immediately upon notification by the Authority of an EMS Emergency, Contractor shall assist in the locality where the EMS Emergency has occurred. During such periods, the Contractor shall be released from the requirements of Section 403 and will not be subject to the deductions provided for in Section 702, until notified by Authority's authorized representative that EMS Emergency assistance may be terminated. When the EMS Emergency has been terminated, the Contractor shall resume normal operations as rapidly as is practical considering exhaustion of personnel, need for restocking, and other relevant considerations. During the course of an EMS Emergency, Contractor shall use best efforts to continue to provide local ALS emergency coverage. Emergency Medical Services ALS First Responder Agreement Page 22 (d) Mutual Aid. Normal (non-disaster or EMS Emergency related) mutual aid responses outside of Pinellas County, rendered by the Contractor, shall be performed in accordance with the terms and conditions of this Agreement. SECTION 409. AUTOMATIC AID/CLOSEST UNIT RESPONSE. Upon notification by the 9-1-1 Center of an EMS Incident, Contractor shall provide ALS First Responder Services in accordance with the Automatic Aid/Closest Unit Response Agreement. The ALS First Responder Unit which is predetermined to be the closest to the emergency scene, by the Runcards, shall be dispatched without regard to EMS District or jurisdictional boundaries. In the event that the Automatic Aid/Closest Unit Response Agreement is terminated, Contractor shall provide ALS First Responder Services in accordance with the then current Runcards for all EMS Incidents. The Contractor's authorized representative will periodically, or at the request of the Authority, update their Runcards to insure their accuracy and coordinate any changes with any affected Contractor(s). SECTION 410. MEDICAL SUPPLIES AND INVENTORY CONTROL. Contractor shall establish and implement inventory control procedures for the stocking and use of medical supplies. Contractor shall report, as of September 30th during each year this Agreement is in effect, the balance of all medical supplies held by the Contractor in inventory. Such report will list the item's identification number, the item's description, and the quantity held. Contractor will report the quantity of medical supplies which are lost, damaged, or unaccounted for, due to Contractor's negligence, and medical supplies unusable due to inadequate stock rotation. Contractor agrees to not maintain more than thirty (30) days of medical supplies in stock based Emergency Medical Services ALS First Responder Agreement Page 23 upon historical use. Contractor shall maintain inventory records that identify all Unit supplies issued from stock, and will keep stock under lock so that access is limited to only authorized personnel. Contractor shall adhere to inventory control procedures that the Authority may require, as long as they are reasonable and prudent. Contractor shall follow all federal, state and local laws and protocols in the distribution and handling of controlled substances. Contractor shall provide list of personnel authorized to receive controlled substances from the warehouse and any change to such list. SECTION 411. PATIENT CARE REPORTING SYSTEM. Contractor shall assist the Authority in designing and implementing a fully-integrated, electronic patient care reporting system. This system shall meet the information needs of the Contractor, the Medical Director, the Medical Control Board and the Authority. Contractor shall gather and enter data into the Authority's electronic patient care reporting system for every Patient encountered and every EMS Incident responded to by the Contractor's Field Personnel. Design, procurement, implementation timeline and operating costs of this information system shall be the responsibility of the Authority. The Executive Director shall determine the start date and implementation timeline to ensure seamless implementation in the EMS System. The database of the Authority's electronic patient care reporting system shall be fully comprehensive, including complete and integrated information on all EMS System activities beginning with the receipt of an EMS Incident; dispatch activities and response times; every patient assessment and all treatment rendered while Contractor's Field Personnel are attending the Patient. Contractor shall require Field Personnel to comply with the completion of paper reports and the data entry requirements of the EMS System and insure the accuracy and Emergency Medical Services ALS First Responder Agreement Page 24 completeness of such reports, as approved and periodically revised by the Authority. Authority agrees that the procedures used to implement and operate the electronic patient care reporting system shall not be unduly burdensome. Contractor shall have unlimited access, regardless of storage location or medium, to electronic patient care reports generated by the Contractor's personnel and all dispatch-related data. SECTION 412. REQUESTS FOR EMERGENCY MEDICAL ASSISTANCE. Should Contractor receive any request for emergency medical assistance, including walk-ins, Contractor shall record the address and telephone number of the caller, obtain the location and nature of the emergency, shall immediately respond to the request for emergency medical assistance, if appropriate, and shall immediately advise the 9-1-1 Center of the information received, and the response initiated by Contractor, if any. SECTION 413. COMMUNITY INVOLVEMENT. Contractor is encouraged to make available to their local community, health promotions and prevention education (i.e., CPR training, public access defibrillation programs, drowning prevention, health risk assessments). The programs may be developed by the individual contractor or in coordination with the Medical Director or the Authority. SECTION 414. LICENSURE AND CERTIFICATION. Contractor shall maintain licensure with the Department as an ALS non-transport provider. Contractor or Contractor's employees, as the case may be, shall be responsible for any fees associated with EMS and Paramedic certification and recertification. Emergency Medical Services ALS First Responder Agreement Page 25 SECTION 415. SHARED RECOGNITION. Contractor and the Authority shall promote, protect and enhance the reputation of the Authority, the Contractor, the Authority's service trade name and the Pinellas County EMS System throughout the term of the Agreement. Any news releases, statements, or public information given by the Contractor's or Authority's personnel to the public or the media shall be consistent with the design and operation of the EMS System. ARTICLE V DUTIES AND RESPONSIBILITIES OF AUTHORITY SECTION 501. MEDICAL DIRECTION AND CONTROL. The Authority shall be responsible for providing, or causing to be provided, Medical Direction and Medical Control to the Contractor. SECTION 502. CONTINUING MEDICAL EDUCATION. Authority shall provide and make available to Contractor a Continuing Medical Education training program at multiple, regionally- located training sites and not at a single, centralized training site. Authority shall endeavor to utilize distance learning methodologies and technology to deliver CME training whenever possible. SECTION 503. MEDICAL COMMUNICATIONS EQUIPMENT. Authority has provided, or shall provide, as applicable, one (1) 800 MHZ Mobile Radio, one (1) UHF Mobile Radio and one (1) 800 MHZ Portable Radio for each funded Unit approved on Appendix A. The radio equipment shall be installed in ALS First Responder Units by the Contractor and become their Emergency Medical Services ALS First Responder Agreement Page 26 property. Contractor shall be responsible for such equipment, as provided for in Section 401 (e) hereof. Authority shall be responsible for replacing such equipment at the end of a reasonable useful life, as determined by the Authority. SECTION 504. MEDICAL SUPPLIES. Authority shall provide and replace, as necessary, without cost to the Contractor, the medical supplies used by Contractor in rendering Patient care under this Agreement. Authority shall deliver, or cause to be delivered, all medical supplies, except controlled substances, on a bi-weekly basis to Contractor's designated medical supply receiving location. Contractor's authorized representative shall sign for and pick up controlled substances at a central location designated by the Authority. Authority shall not be responsible for costs of replacing inventory items lost, stolen, damaged or unaccounted for due to negligence and for costs of replacing items remaining in stock past their respective expiration dates. Where applicable, Contractor shall relocate supplies nearing their expiration dates to ALS First Responder Units serving areas of higher demand within their EMS District. All medications and supplies shall be returned to the Authority not later than sixty (60) days after the respective expiration dates. If such medications and supplies are not returned to Authority within sixty (60) days after their respective expiration dates, Contractor shall be charged for the replacement of such supplies. SECTION 505. EXTRAORDINARY MODIFICATIONS. Notwithstanding the provision of Section 401(b) hereof, Authority shall separately provide and fund any modifications to Units or equipment which may be required by the Authority and which do not constitute routine maintenance, repair or replacement. Emergency Medical Services ALS First Responder Agreement Page 27 SECTION 506. BILLING. The Authority shall have sole responsibility for submitting claims for transports made by either the Authority or by Contractor. SECTION 507. MEDICAL EQUIPMENT MAINTENANCE. The Authority shall be responsible for providing, or causing to provide, all preventive maintenance, calibration and repair of electrocardiogram (EKG) monitoring/defibrillation equipment and pulse oximetry/capnography equipment for Authority-approved ALS First Responder Units. Contractor shall be responsible for any repairs that are necessary due to Contractor's negligence. SECTION 508. BIOHAZARD WASTE COLLECTION. The Authority shall provide or cause to be provided, the collection and disposal of all biohazard waste from ALS First Responder Stations on a periodic basis, no less than monthly. Contractor shall follow any procedures necessary for biohazard waste to be collected. SECTION 509. PATIENT CARE REPORTING SYSTEM EQUIPMENT. Authority shall provide, as applicable, one (1) notebook computer or personal digital assistant for each Authority Funded Unit approved on Appendix A. The equipment shall be utilized on Authority Funded ALS First Responder Units by the Contractor for the purpose of completing electronic patient care reports. Only Authority authorized software and peripherals may be utilized to ensure a highly reliable and coordinated system. The equipment shall become the property of the Contractor. Contractor shall be responsible for such equipment, as provided for in Section 401 (g) hereof. Authority shall be responsible for replacing such equipment at the end of a reasonable useful life, as determined by the Authority. Emergency Medical Services ALS First Responder Agreement Page 28 ARTICLE VI INSURANCE AND INDEMNIFICATION SECTION 601. MINIMUM INSURANCE REQUIREMENTS. Contractor shall be self- insured or shall pay for and maintain at least the following insurance coverages and limits as listed below. Insurance coverages and limits shall be evidenced by delivery to the Authority of: a certificate of insurance executed by the insurer(s) listing coverages and limits, expiration dates and terms of policies and all endorsements whether or not required by the Authority, and listing all carriers issuing said policies; and, a certified copy of each policy, including all endorsements. Where applicable, Contractor shall submit to Authority a letter from Contractor's Attorney stating that Contractor is self-insured, the amount of insurance per claim and per occurrence, any gap and the amount of excess insurance up to its coverage. The following insurance requirements shall remain in effect throughout the term of this Agreement: (a) Contractor agrees to be independently and fully responsible for the acts of their employees and agents, to the extent provided by Florida Law. Contractor does not waive any immunity or limitation of liability it may have under the doctrine of sovereign immunity or Section 768.28 Florida Statutes. (b) Provide Workers' compensation insurance as required by Florida Law. (c) Provide commercial general liability, employers' liability and commercial vehicle liability insurance in limits of $100,000 per occurrence, with $200,000 aggregate. The limits required reflects the limits of liability for governmental entities in accordance with Section 768.28, F.S., should the State Legislature change these limits, coverage consistent with law shall be obtained. Emergency Medical Services ALS First Responder Agreement Page 29 (d) Professional liability Insurance, including errors and omissions, with minimum limits of $1,000,000 per occurrence; if occurrence form is available; or claims made form with "tail coverage" extending three (3) years beyond the ending date of this agreement. In lieu of "tail coverage" the Contractor may submit annually to the Authority a current certificate of insurance proving claims made insurance remains in force throughout the same three (3) year period. This coverage is subject to statutory and regulatory requirements of Federal, State or local law. (e) Personal and/or Bodily Injury including death and property damage liability Insurance with minimum limits of $1 ,000,000 Combined Single limit insurance in excess of all primary coverage. 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 coverages or limits, a notice thereof shall be given to Authority. Contractor shall also notify 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 Authority or County for payment of premiums or assessments for any deductibles which all are at the sole responsibility and risk of Contractor. Emergency Medical Services ALS First Responder Agreement Page 30 (c) The Authority shall be endorsed to the required policy or policies as an additional insured, exclusive of professional liability insurance. The additional insured clause covers the actions of the Contractor while providing services under the terms of this Agreement. The Contractor is not liable for the direct negligence of the Authority, its employees or other contractors of the Authority in providing services under this agreement. (d) The policy clause "Other Insurance" shall not apply to any insurance coverage currently held by the Authority or the County, to any such future coverage, or to County's Self-Insured Retention of whatever nature. SECTION 603. LIABILITY. Contractor and Authority agree to be fully responsible for their own acts of negligence or their respective agents' acts of negligence when acting within the scope of their employment, and agree to be liable for any damages resulting from said negligence. Nothing herein is intended to serve as a waiver of sovereign immunity or the limits of liability contained in Section 768.28, Florida Statutes, by the Contractor, County or Authority. Nothing herein shall be construed as consent by Contractor or Authority to be sued by third parties in any manner arising out of this Agreement. Contractor hereby waives subrogation rights for loss or damage against the Authority or the County. ARTICLE VII COMPENSATION AND OTHER FINANCIAL PROVISIONS SECTION 701. COMPENSATION. This Agreement is a fixed price Contract for the purchase, by the Authority, of First Responder Services as described herein. As consideration for such services, Authority shall pay Contractor Annual Compensation. Contractor shall be Emergency Medical Services ALS First Responder Agreement Page 31 paid monthly in arrears and payments shall be (approximately) equal installments beginning on November 1,2007. Annual Compensation for the Fiscal Year commencing October 1, 2007, shall be equal to that shown on Appendix B. To the extent applicable, in addition to the Annual Compensation, Authority shall pay to Contractor Performance Compensation, in accordance with Section 708 hereof. No additional compensation shall be paid to Contractor for transport of Patients in Contractor's Units. SECTION 702. DEDUCTION FOR FAILURE TO COMPLY WITH RESPONSE TIME REQUIREMENTS. Failure of Contractor to meet the Response Time requirement of Section 403(a) shall result in the deduction from the Annual Compensation of One Hundred and 00/100 Dollars ($100.00) per call for only those calls which place Contractor in non-compliance. Compliance shall be computed on a monthly basis and any deductions shall be made from Contractor's last monthly payment of the fiscal year. SECTION 703. DEDUCTION FOR FAILURE TO PROVIDE FIRST RESPONDER UNIT. In the event Contractor fails to provide a Unit, or substitutes a BLS First Responder Unit instead of an ALS First Responder Unit, for an extended period (as described below) of time and without the advance approval of the Authority, the Authority may deduct an amount equal to the Contractor's Unit Hour Compensation multiplied by each hour or portion thereof for each day or portion thereof that the Contractor has failed to provide an ALS First Responder Unit and likewise for additional Units. Such deduction shall be made from the following monthly payment. For purposes of this Agreement, an extended period of time means, with respect to mechanical problems and personnel, more than four (4) consecutive hours in any given day, Emergency Medical Services ALS First Responder Agreement Page 32 and with respect to training, more than ten (10) hours in any given day; provided however that this Section 703 shall not be applicable when the Executive Director has waived the provisions of this Section 703 or when Section 711 is applicable. SECTION 704. DEDUCTION FOR NON-COMPLIANCE. In the event that Contractor fails to comply with any provision of Section IV hereof, the Authority shall deduct from Contractor's payment an amount equal to Unit Compensation divided by three hundred sixty-five (365) for each day, or fraction thereof, that Contractor is not in compliance. Such deduction shall be made from the following monthly payment. The provisions of this Section 704 shall not apply to those instances where Section 702, Section 703, or Section 705 are applicable. SECTION 705. DEDUCTION FOR FAULTY DOCUMENTATION AND TRANSPORT PROTOCOL COMPLIANCE. (a) Faulty Documentation. In the event that the Contractor transports a Patient, under the extreme circumstances authorized by the Medical Operations Manual, the Contractor shall provide a billable patient care report to the Authority. The report shall include, at a minimum, the medical reason for transport, the Patient's condition, the Patient's name, the Patient's address, the Patient's social security number, Patient's telephone number, the origin and destination of the transport, the transport mileage, and all medical care rendered. Contractor's personnel shall obtain the Patient's signature and any other signatures necessary to process a bill. Contractor's EMS Coordinator shall be notified by the Authority or their designee of all transports performed by the Contractor. The report shall be delivered to the Authority's EMS Billing Office within four (4) business days from the date of service. If such report is illegible, incomplete or is provided to the Authority greater than four (4) business days Emergency Medical Services ALS First Responder Agreement Page 33 from the date of service, then Contractor shall be subject to a deduction of One Hundred Fifty Dollars ($150.00) for each such occurrence. The amount shall be deducted from the following monthly payment. (b) Transport Protocol Compliance. In the event the Contractor transports a Patient that is not authorized by online Medical Control or in compliance with the then current Medical Operations Manual transport protocols, then Contractor shall be subject to a deduction of Five Hundred Dollars ($500.00) for each such occurrence. The amount shall be deducted from the following monthly payment. SECTION 706. AUTOMATIC ANNUAL INFLATION ADJUSTMENT. Beginning on October 1, 2008, and each October 1 st thereafter, the Annual Compensation shall be adjusted by the lesser of the percentage increase in the Municipal Cost Index (published in American City and County Magazine) as of March each year (to assist in accurate budget forecasting) for the most recent twelve (12) months or five and one-half percent (5.5%), but in any event shall be adjusted no lower than three percent (3%). The Parties recognize that state law may constrain the growth of local government spending. In the event that such limitations result in a smaller inflation factor being available for increase in spending by the Authority, the percentage increase provided for in this section may be reduced to the level of increase allowed by law. SECTION 707. ADJUSTMENT FOR EXTRAORDINARY COST INCREASES. Contractor may apply for and receive prospective compensation adjustments to the Annual Compensation as necessary to offset documented increases in Contractor's cost of production directly Emergency Medical Services ALS First Responder Agreement Page 34 resulting from increases in the prices paid by Contractor for fuel due to Unforeseen Circumstances and subject to the following stipulations: (a) Contractor must document, using generally accepted accounting procedures, the actual financial impact of the increased fuel prices upon Contractor's costs of production. (b) Only the effects of increased direct fuel prices-excluding any effects of increased fuel consumption, overhead allocations and indirect costs-shall be considered. (c) Only the portion of increase in fuel prices not already accounted for within the provision for automatic inflation adjustment set forth in Section 706 hereof, shall be considered. (d) In the event the Contractor does apply for and obtain an adjustment pursuant to this provision, and should average fuel prices subsequently fall during a later annual accounting period, these same calculations shall then be applied to effect an appropriate prospective reduction in compensation applicable during the then-following accounting period. The Contractor shall substantiate the continuation of this adjustment the subsequent Fiscal Year. SECTION 708. PERFORMANCE COMPENSATION. (a) Computation of Performance Compensation. Performance Compensation shall be awarded in accordance with Appendix "G". From time to time, Contractor and the Executive Director may agree to new Performance Compensation goals and measures and amend Appendix "G". Any change to Appendix "G" will be effective at the beginning of the following Fiscal Year. Emergency Medical Services ALS First Responder Agreement Page 35 Advances in technology or the adoption, promulgation, modification or change in interpretation of any federal state or local law, regulation, ordinance, court order or national standard which render any of the above performance standards obsolete or irrelevant shall relieve the Authority of its obligation to pay Performance Compensation for Contractor meeting such standard. (b) Payment and Effect of Payment. Performance Compensation shall be paid within ninety (90) days after each Fiscal Year for performance in the immediately- preceding Fiscal Year. Performance Compensation shall be separate and apart from Annual Compensation, and shall not be carried forward to succeeding Fiscal Years, nor shall it be subject to the provisions of Section 706. (c) Quarterlv Performance Evaluation. In addition to meeting the performance requirements set forth in subparagraph (a) above, Contractor must participate in quarterly performance evaluation meetings with the Authority. SECTION 709. FUNDS TO BE USED SOLELY FOR EMS FIRST RESPONSE. Contractor recognizes that monies received hereunder are derived from the EMS Mill and that the EMS Mill, pursuant to referendum, has been dedicated solely to the provision of Emergency Medical Services. Contractor, therefore, agrees that funding provided under this Agreement will be used strictly for the provision of the services described herein. SECTION 710. FUTURE/ADDITIONAL SERVICES. Contractor and Authority understand that, in the future, health care delivery and Emergency Medical Services may evolve to include pathway management, an expanded scope of practice, primary care services or other activities Emergency Medical Services ALS First Responder Agreement Page 36 where EMS resources provided under this Agreement may be used. Contractor and Authority shall cooperate in effecting such additional services; evaluating the relationship of such services; and the impact of such services on the EMS System. SECTION 711. SERVICE CONSOLIDATION. Authority agrees that in the event of a reduction in the number of Contractor's Units as a result of voluntary consolidation or voluntary elimination of services, with the approval of the Authority, Contractor's Annual Compensation of such Unit shall be reduced eighty percent (80%) and Contractor shall use the remaining funding for EMS purposes only. Should Unit availability be voluntarily reduced in non-peak hours of operations, with the prior approval of the Authority, then Annual Compensation for such Unit shall be reduced by the number of hours of Unit availability, times the Unit Hour Compensation, times sixty-five percent (65%), provided the Contractor shall use the remaining thirty-five percent (35%) for EMS purposes. Should the Authority be required to purchase additional EMS services from another provider or the Contractor as a result of Contractor's voluntary service consolidation, even if the services are in a different area, then from the time additional services are purchased by the Authority the Contractor's compensation will be reduced by the remaining twenty percent (20%) share, plus inflation adjustments, on a go-forward basis, so that Contractor will receive no funding as a result of the Contractor's voluntary consolidation. SECTION 712. ADDITIONAL UNITS. (a) Authority Funded. During the term of the Agreement, the Authority may determine that additional Authority Funded Unit(s) are needed. Additionally, Contractor may request that consideration be given for approval of an additional Authority Funded Unit. If the Emergency Medical Services ALS First Responder Agreement Page 37 Authority determines that additional Authority Funded Unit(s) are needed from Contractor, then Authority and Contractor shall negotiate a mutually-agreeable marginal cost compensation for such additional Unit, Units or Unit Hours. In those instances where the Contractor requests Authority to approve additional Authority Funded Unit(s), the Authority shall meet with the Contractor to determine the need for the requested Authority Funded Unit. If approved, the Authority will negotiate a mutually-agreeable marginal cost compensation for such additional Authority Funded Unit, Units or Unit Hours. Compensation for such additional Authority Funded Unit(s), or Unit Hours, shall begin upon approval by the Authority (b) Contractor-Funded. Contractor and Authority understand that the EMS System is a unified, integrated system requiring the cooperation of all providers in the System. To insure coordinated implementation of any improvements to the System and to insure the integrity of the System, if Contractor desires to operate additional ALS First Responder Unit(s) as a Contractor Funded Unit, Contractor will obtain approval from the Executive Director in writing prior to operating the Unit. Contractor may elect to cease operation of a Contractor Funded Unit at their sole discretion. Contractor is responsible for all costs associated with staffing, equipping and operating such Units. The Authority shall provide Medical Control and Medical Supplies for authorized Contractor Funded Units. SECTION 713. AUDITS AND INSPECTIONS. At any time during normal business hours, and as often as may reasonably be deemed necessary, representatives of the Authority or Medical Director may observe Contractor's operations. Contractor shall make available to Authority for its examination, its records with respect to all matters covered by this Agreement, and Authority may audit, examine, copy, and make excerpts or transcripts from such records, Emergency Medical Services ALS First Responder Agreement Page 38 and may make audits of all contract, 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 make available to the Medical Director its records with respect to all clinical matters covered by this Agreement and the Medical Director may audit, examine, copy and make excerpts or transcripts from such records. 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 the Contractor in advance of any such visit. Records relating to contract activities shall be retained for three (3) years from final payment in each year. The right to directly observe Contractor's field operations, 'shall also extend to authorized representatives of the Medical Control Board and the Medical Director; provided that the requirements for polite conduct; completion of any training required by law; and non- interference with employees' duties shall be observed at all times. Audits and inspections shall be done to the extent permitted by law. SECTION 714. FISCAL NON-FUNDING. In the event sufficient budgeted funds are not available for a new fiscal period, Authority shall notify the Contractor of such occurrence and this Agreement shall terminate on the last day of current fiscal period without penalty or expense to the Authority, except as provided for in the paragraph immediately below. ARTICLE VIII TERM AND TERMINATION SECTION 801. TERM. The term of this Agreement shall be for five (5) years, commencing October 1, 2007, and ending at midnight September 30,2012. Emergency Medical Services ALS First Responder Agreement Page 39 SECTION 802. TERMINATION. This Agreement may be terminated by the Authority for cause upon twenty (20) days written notice to Contractor. "Cause" shall include (1) the event that the Contractor, for any reason, fails to meet the licensing requirements in the State of Florida pursuant to the provisions of Chapter 401, Florida Statutes, or (2) a material 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 twenty (20) calendar days of receipt of such notice, or (3) any circumstance where the collection of the EMS Mill is less than that budgeted by the Authority and, together with available reserves, is insufficient to meet the Authority's obligations under this agreement, or (4) any change in the Authority's tax structure or base, the results of which would be to make the Authority's obligations under this contract impossible under the EMS Mill. This Agreement may be terminated without cause by the Contractor or Authority upon six (6) months written notice to the other Party. In the event of termination by either the Contractor or Authority, Emergency Medical Services shall be provided in Contractor's EMS District in accordance with the Special Act and the EMS Ordinance. SECTION 803. RESOLUTION OF DISPUTES. To the extent that Contractor and Authority cannot, after good faith attempts, resolve any controversy or dispute that may have arisen under this Agreement, Contractor and Authority shall appoint an ad-hoc committee consisting of one mutually agreed upon representative from the Medical Control Board, the EMS Advisory Council, and the Pinellas County Fire Chiefs Association to facilitate a timely and effective Emergency Medical Services ALS First Responder Agreement Page 40 resolution. The ad-hoc committee shall meet as often as the circumstances may deem necessary in an attempt to resolve the controversy or dispute. Such committee shall review each party's submittal of its interpretation of the Agreement and may request additional information as necessary. The committee shall complete its review within sixty (60) days and submit any recommendation to the Pinellas County Administrator and shall be non-binding. Either party may thereafter refer the matter to mediation in the State of Florida. If mediation fails to resolve the dispute, either party may pursue its legal remedies, including, but not limited to, filing a Complaint in the appropriate court possessing competent jurisdiction. ARTICLE IX MISCELLANEOUS SECTION 901. NON-DISCRIMINATION IN EMPLOYMENT. The Contractor will not discriminate against any applicant for employment because of age, race, color, religion, sex or national origin. The Contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, 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. The Contractor will post in conspicuous places, available to all employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause. Emergency Medical Services ALS First Responder Agreement Page 41 SECTION 902. 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 receipt requested, with notice deemed to be given upon receipt; postage prepaid, and shall be addressed as follows: If to Authority: Executive Director Pine lias County Emergency Medical Services 12490 Ulmerton Road Largo, Florida 33774 If to Contractor: See Appendix C SECTION 903. 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 904. 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 to this Agreement. Emergency Medical Services ALS First Responder Agreement Page 42 SECTION 905. APPLICABLE LAW. Florida Law shall govern the validity, interpretation, construction and performance of this Agreement. SECTION 906. 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 907. 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 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 908. CONTRACTOR IS INDEPENDENT CONTRACTOR. The parties agree that throughout the term of this Agreement, and during the performance of any obligations hereunder, Contractor is an independent contractor in all respects and shall not be the agent, servant, officer, or employee of the Authority or Pinellas County. Emergency Medical Services ALS First Responder Agreement Page 43 SECTION 909. NO THIRD-PARTY BENEFICIARIES; ASSIGNMENT. This Agreement is not intended, nor shall it be construed, to inure to the benefit of any third person or entity not a party hereto, and no right, duty or obligation of the Contractor under this Agreement, shall be assigned to any person, private association or corporation, not-for-profit corporation, or public body without the prior written consent of the Authority. SECTION 910. HEADINGS. Captions and headings in this Agreement are for ease of reference and do not constitute a part of this Agreement. SECTION 911. COUNTERPARTS. This Agreement may be executed in more than one counterpart, each of which shall be deemed an original. ....,.. Emergency Medical Services ALS First Responder Agreement Paqe 44 IN WITNESS WHEREOF the parties hereto, by and through their undersigned authorized officers have caused this Agreement to be executed on this ~ day of ~ .A... ,2007. PINELLAS COUNTY EMERGENCY MEDICAL SERVICES AUTHORITY By and through the Board of County Commissioners ATTEST: KEN BURKE, CLERK by: ~ C rman .;,",\~~c B04'TD Deputy Clerk ;.:.", '-'.f .....,.~\... ''', :,:' ._\.." .' (' '" "..,'# ~~~,~~,., VI ',10, ~## . . . c..... I< ::"~ i rn .1~e~!] ,.:: : ' : -, : ~ ~ :0 : .w~. . . c\ .. " .J,. .. .: _~~~-; ...! 'A,/.~R/' .,CO,V-EO" ,'A~~~~;f~ORM: -",,"/l1^ )JI:~ ""-;rV'r- _~ , Office of County Attorney Countersigned: CITY OF CLEARWATER, FLORIDA ~ j( ~ bY:~~_~d1 Frank ~ibbard, Mayor City Manager William B. Horne II APPROVED AS TO FORM: by: [Seal] Appendix A ALS First Responder Units Contractor Authority Funded Contractor Funded Belleair Bluffs Enqine 43 Clearwater Engine 44, Rescue 45 Engine 48, Engine 49 Rescue 46, Rescue 47 Rescue 48, Rescue 49 Rescue 50, Engine 51 Dunedin Engine 60, Engine 61 None Enaine 62 East Lake Enqine 56, Squad 57, Enqine 58 None Gulfport Enaine 17 None Largo Engine 38, Engine 39, Engine 40 Squad 38, Squad 39 Engine 41, Rescue 41, Engine 42, Tactical Engine 41 Rescue 42 Lealman Engine 18, Rescue 19 None Enqine 19 Madeira Beach Enqine 25 None Oldsmar Enaine 54 Rescue 54 Palm Harbor Engine 65, Engine 66 Squad 65 Truck 67, Enqine 68 Pinellas Park Rescue 21, Rescue 33 Engine 33, Engine 34 Rescue 34, Truck 35 Pinellas Suncoast Squad 26, Engine 27 None Truck 28 Safety Harbor Enqine 52, Truck 53 None Seminole Engine 29, Squad 29 None Engine 30, Engine 31 Enqine 32 South Pasadena Enaine 20 None St. Petersburg Rescue 1, Engine 2 None Rescue 3, Rescue 4 Rescue 5, Rescue 6 Rescue 7, Rescue 8 Rescue 9, Rescue 10 Rescue 11, Engine 12 Rescue 13 St. Petersbura Beach Rescue 22, Rescue 23 None Tarpon Sprinqs Enaine 69, Engine 70 None Treasure Island Enaine 24 None Appendix B Annual Compensation for Fiscal Year 2007-2008 Contractor FY07 -08 Compensation Belleair Bluffs $398,861.35 Clearwater $5,206,364.23 Dunedin $927,865.20 East Lake $1,142,985.74 Gulfport $568,861.95 Larqo $3,480,319.04 Lealman $1,517,862.17 Madeira Beach $418,382.40 Oldsmar $362,147.77 Palm Harbor $1,524,096.48 Pinellas Park $2,522,312.88 Pinellas Suncoast $1,638,004.77 Safety Harbor $867,251.50 Seminole $1,923,163.92 South Pasadena $730,881.43 St. Pete Beach $1,177,017.73 St. Petersburg $12,623,661.77 Tarpon Springs $939,261.45 Treasure Island $455,289.00 Appendix C First Responder Contractors City Clerk CITY OF BELLEAIR BLUFFS 2747 Sunset Boulevard Belleair Bluffs, FL 33770-1978 Chairman, Board of Commissioners PALM HARBOR SPECIAL FIRE CONTROL DISTRICT 250 W. Lake Road Palm Harbor, FL 34684 City Manager CITY OF CLEARWATER 112 S. Osceola Avenue Clearwater, FL 33758-4748 City Manager CITY OF PINELLAS PARK POBox 1100 Pinellas Park, FL 33780-1100 City Manager CITY OF DUNEDIN POBox 1348 Pinellas Park, FL 33780-1100 City Manager CITY OF SAFETY HARBOR 750 Main Street Safety Harbor, FL 34695-3597 Chairman, Board of Commissioners EAST LAKE TARPON SPECIAL FIRE CONTROL DISTRICT 3375 Tarpon Lake Boulevard Palm Harbor, FL 34685 City Manager CITY OF ST. PETE BEACH 7701 Boca Ciega Drive St. Pete Beach, FL 33706-1701 City Manager CITY OF GULF PORT 2401 53rd Street South Gulfport, FL 33707 Mayor CITY OF ST. PETERSBURG 175 Fifth St. N. St. Petersburg, FL 33701 Chairman, Board of Fire Commissioners PINELLAS SUNCOAST SPECIAL FIRE CONTROL DISTRICT 304 First Street Indian Rocks Beach, FL 33785 City Manager CITY OF SEMINOLE 9199113th Street North Seminole, FL 33772-2806 City Manager CITY OF LARGO POBox 296 Largo, FL 33779-0296 City Clerk CITY OF SOUTH PASADENA 7047 Sunset Drive South South Pasadena, FL 33707-2895 Chairman, Board of Commissioners LEALMAN SPECIAL FIRE CONTROL DISTRICT 4017 56th Avenue North St. Petersburg, FL 33714 City Manager CITY OF TARPON SPRINGS 324 Pine Street East Tarpon Springs, FL 34689 City Manager CITY OF MADEIRA BEACH 300 Municipal Drive Madeira Beach, FL 33708 City Manager CITY OF TREASURE ISLAND 120 108th Avenue Treasure Island, FL 33706-4794 City Manager CITY OF OLDSMAR 100 State Street Oldsmar, FL 34677-3655 Appendix D EMS Districts The EMS District is defined as the Fire District for the following providers: Belleair Bluffs Clearwater Dunedin East Lake Gulfport Madeira Beach Oldsmar Palm Harbor Safety Harbor Seminole South Pasadena St. Petersbura Beach Tarpon Sprinas Treasure Island The following EMS Districts are comprised of Multiple Fire Districts and are defined as: - The Largo EMS District is defined as the Largo Fire District and the Largo/Highpoint Fire District. - The Lealman EMS District is defined as the Lealman Fire District and the Kenneth City Fire District. - The Pinellas Park EMS District is defined as the Pinellas Park Fire District and the Pinellas Park/High Point Fire District. - The Pinellas Suncoast EMS District is defined as the Pinellas Suncoast Fire District and the Redington Beach Fire District. - The St. Petersburg EMS District is defined as the St. Petersburg Fire District, the Gandy Fire District and the Tierra Verde Fire District. Appendix E On Scene Equipment Exchange Items -Short Spinal Immobilization Devices -Long Spinal Immobilization Devices (Adult and Pediatric) - Head Immobilizers -Traction Splints Appendix F EMS EQuipment Provided by the Authority: _ All Medical Supplies and Equipment authorized by the Authority, except as specified below. Provided By Contractor: _ EKG monitor / defibrillator / attachments / cables / charger / batteries (Physio Control -Lifepak 12 with pulse oximetry, pacing, non-invasive blood pressure, capnography, biphasic defibrillation and 12 lead capability or equivalent, as determined by the Medical Control Board and Authority) for all Authority and Contractor funded ALS First Responder Units _ EKG monitor / defibrillator / attachments / cables / charger / batteries (Physio Control Lifepak 10 with pulse oximetry, pacing, and monophasic defibrillation or equivalent, as determined by the Medical Control Board and Authority) for all reserve equipment. Lifepak 10s may only be used for special events, Disasters, EMS Emergency, evacuation shelters or temporary use when primary equipment is unavailable due to maintenance or repair. - Medical equipment bags and boxes - Rescue equipment required by the Department Appendix G Performance Compensation (1) First Due. Contractor shall be awarded, monthly, Two Hundred Dollars ($200.00) for each Authority Funded Unit, as listed in Appendix A, that responds to ninety percent (90%) or greater of all EMS Incidents as the First Due Unit. (2) Rapid Emeraencv Response. Contractor shall be awarded, monthly, Two Hundred Dollars ($200.00) for each Authority Funded Unit, as listed in Appendix A, that responds to all Prioritized Emergency Calls within their EMS District within five (5) minutes and thirty (30) seconds ninety percent (90%) of the time or greater. (3) At Patient Notification. Contractor shall be awarded, monthly, One Hundred Dollars ($100.00) for each Authority Funded Unit, as listed in Appendix A, that advises At Patient Notification ninety percent (90%) of the time or greater. (4) EMS Public Education. Contractor shall be awarded annually, Twelve Hundred Dollars ($1,200.00) multiplied by the number of Authority Funded Units, as listed in Appendix A, for each year in which the Contractor provides EMS Public Education to two percent (2%) of their EMS District's fixed population or greater, as estimated by the Pinellas County Planning Department. Partial, proportionate incentives shall be awarded for meeting twenty-five percent (25%), fifty percent (50%) and seventy-five (75%) of the goal. EMS Public Education, for the purpose of this incentive, is defined as Cardiopulmonary Resuscitation (CPR) training, Automated External Defibrillation (AED) training, First Aid training, Home Pool Inspections, Car Seat installation, Bicycle Helmet distribution and training, Vial of Life distribution, and Tele-Medic registration. Direct citizen contact and training will be counted on a per person basis. Demonstrations or lectures at mass gatherings such as Fall Prevention, Geriatric Safety, Drowning Prevention, and EMS Awareness Demonstrations at public events shall be counted as a single contact per 100 attendees or event. Other types of Public Education may be approved by the Executive Director on a case-by-case basis.