HomeMy WebLinkAboutItem #12 One Year Emergency Contract with Rural/Metro Corporation of Florida d/b/a Rural/Metro Ambulance to provide Emergency Medical Services Transport for the City of Ocoee the tenter of Good z .
AGENDA ITEM STAFF REPORT
Meeting Date: August 16, 2011
Item # /l9
Reviewed By
Contact Name: Craig Shadrix, Assistant City
Manager Director:
Contact Number: 407 - 905 -3100 City Manager:
Ambulance to provide Emergency Medical Services (EMS) Transport for the City of Ocoee
Background Summary:
In mid -2010, Health Central Hospital informed the City of a possible future merger of their hospital with a larger
healthcare system. As part of the discussion, hospital officials voiced concerns relative to the continued viability of
Emergency Medical Services (EMS) transport through its' subsidiary Health Central Ambulance; however, a final
decision was to be made at a future date when a potential merger partner was identified and negotiations
progressed. In February 2011, the hospital voted to accept a proposal from and begin negotiations with Orlando
Health to become part of its integrated health care system. In mid -July, 2011, the city was immediately notified
that Health Central would indeed cease operations of its ambulance unit as of October 1, 2011.
Subsequent meetings with City of Winter Garden staff, Health Central Ambulance staff, City of Ocoee staff and
representatives of Rural /Metro Ambulance and AMR Ambulance were held over the ensuing six weeks. It soon
became evident from communications with Health Central that the October 1 deadline would most likely become a
moving target as the hospital's paramedic employees took employment with other firms, and that Health Central
would soon have difficulty in staffing their ambulance fleet to previous service levels. Orange County Fire /Rescue
was asked to meet with City staff and provide a proposal for transport service; however, the County chose to
decline our invitation to propose a cost and draft contract.
Staff evaluated a proposal from Rural /Metro Ambulance which would provide a similar service model for Advanced
Life Support (ALS) EMS transport which the city currently receives from Health Central Ambulance at no cost. The
proposed contract provides for professional service level standards, response time requirements, preferred hiring
of Health Central paramedics, and equipment standards. AMR was not able to provide a proposed contract at that
time due to their relative new entry into the Central Florida service territory and lack of a base of operations and
employees assigned to Central Florida and Orange County. The City of Winter Garden executed a one -year
emergency contract with Rural Metro at their August 11, 2011 Commission Meeting.
Staff recommends awarding a one -year contract with Rural Metro on an emergency basis, and preparing a formal
Request for Proposals (RFP) for ALS emergency ambulance response and transport in early 2012. City staff will
also collect the necessary data to effectively calculate the expenditures and probable revenues associated with
performing these services on an in -house basis.
Issue:
Should the Honorable Mayor and City Commissioners authorize execution of a one -year contract with Rural /Metro
Corporation of Florida d /b /a Rural /Metro Ambulance to provide advanced life support paramedic response and
transport for Ocoee Fire /Rescue department calls on an emergency basis to commence on August 17, 2011 at
12:01 a.m., or as soon thereafter as practical in coordination with Health Central Ambulance.
Recommendations:
Staff recommends that the Honorable Mayor and City Commissioners authorize execution of an emergency one -
year contract with Rural /Metro Corporation of Florida d /b /a Rural /Metro Ambulance for ALS emergency ambulance
response.
Attachments:
Emergency Ambulance Transportation Services Agreement
Financial Impact:
None.
TYPE OF ITEM: (please mark with an "x")
Public Hearing For Clerk's Dept Use:
Ordinance First Reading Consent Agenda
Ordinance Second Reading Public Hearing
Resolution Regular Agenda
X Commission Approval
Discussion & Direction
Original Document/Contract Attached for Execution by City Clerk
Original Document/Contract Held by Department for Execution
Reviewed by City Attorney N/A
Reviewed by Finance Dept. X N/A
Reviewed by ( ) N/A
EMERGENCY AMBULANCE TRANSPORTATION
SERVICES AGREEMENT
This Agreement for Emergency Ambulance Transportation Services (the "Agreement ") is made
and entered into by and between Rural /Metro Corporation of Florida, a Florida corporation d/b /a
Rural /Metro Ambulance ( "Rural /Metro "), and the City of Ocoee, a Florida municipal corporation
( "City "), effective September 1, 2011 (the "Effective Date ").
RECITALS:
A. Rural /Metro is a provider of certain emergency ambulance transportation and related services.
B. City desires to contract with Rural /Metro to provide emergency ambulance transportation and
related services to their citizens.
C. Rural /Metro desires to provide City with such services and has the necessary equipment,
training, expertise, professional certifications and licenses to do so.
NOW THEREFORE, in consideration of the mutual covenants and promises hereinafter set
forth, and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
1. Provision of Services. Rural /Metro agrees to provide City on an exclusive basis with
Advanced Life Support First Response and Advanced Life Support Emergency Ambulance
Services to the City in accordance with the description and definitions the parties have mutually
agreed upon and detailed in Exhibit A and in accordance with the terms and conditions set forth
in this Agreement. These Services shall be rendered by Rural/Metro to all areas located inside
the Service Area of City which is the geographic area depicted by the map attached hereto as
Exhibit B. City is not responsible for any compensation or reimbursement of expenses to
Rural /Metro for any services provided under or arising from this Agreement.
2. Level of Service. All emergency ambulance services will be provided at the advanced life
support ( "ALS ") level. All of Rural /Metro's 911 ambulances shall be licensed as ALS
ambulances.
3. Ambulances. Rural /Metro shall purchase five (5) new Type III model ambulances as part of its
fleet servicing this Agreement. All of Rural /Metro's on duty 911 ambulances shall be staffed
by at least one certified emergency medical technician ( "EMT ") and one certified Paramedic.
They shall care for the patient and complete documentation as required by law. Rural /Metro
shall respond to all 911 calls for service with ALS equipment and personnel, including use of
LIFEPAK 15 monitor /defibrillators. Rural/Metro additionally will ensure backup vehicles and
equipment are available where necessary from its local Central Florida fleet.
4. Branding of Units. The parties will agree to meet with each other to discuss and determine
appropriate branding of units performing services under this Agreement. The parties recognize
that any such branding must comply with any applicable state, local and /or federal guidelines.
5. Clinical Oversight. Rural /Metro will provide City a clinical program that achieves
contemporary benchmarks of clinical excellence in a progressive and sustainable fashion. Such
clinical oversight of services will include continuous quality improvement activities, and
custom reporting to City as appropriate. Any processes agreed upon between the parties may
be modified due to changes in local, state and /or federal regulations.
6. Radio Equipment. Rural /Metro will furnish, at no cost to City, all radio equipment necessary to
provide required services, including mobile radios required for communicating directly with
first responders and other responding vehicles. Rural /Metro will utilize a "FleetEye"
Automatic Vehicle Location System ( "AVL system ") and provide internet based access to
appropriate contacts at City.
7. Website. Rural /Metro shall provide a website for use by the general public. The website shall
be focused on the services provided to the residents of City. The features, design, format and
website content will be provided to City for review and approval.
8. Customer Service. Rural /Metro will assign a customer service representative to the services
provided under this Agreement, who will be available to address concerns of residents of City
as well as representatives of City.
9. Replacement of Medical Supplies and Equipment. Rural /Metro shall be responsible for the
procurement of all consumable and non - consumable supplies and equipment, as well as
controlled and non - controlled medications on their units and the units of system first
responders. Rural /Metro is responsible for ensuring that all ambulances maintain at least the
minimum supplies and equipment required by the State of Florida.
10. Preferential Hiring of Incumbent Personnel. Rural /Metro will ensure priority consideration is
afforded to incumbent EMT and paramedic personnel who meet the minimum employment
requirements of Rural /Metro and for purposes of the services to be provided under this
Agreement.
11. Community Service. Rural /Metro will engage in community service projects dedicated to City
communities, including blood pressure clinics, swim safety instruction, and CPR instruction.
12. Certifications and Licenses. Each party shall maintain all certifications and licenses as required
by all Applicable Law to perform its obligations hereunder.
13. Qualifications to Participate in Federal and State Healthcare Programs. All parties represent
and warrant that (a) neither it nor any employee, agent, or independent contractor provided
under this Agreement is excluded from participation under any Federal Health Care Program
for the provision of items or services for which payment may be made under a Federal Health
Care Program; (b) neither it nor any employee, agent or independent contractor provided under
this Agreement has been convicted of a felony relating to health care fraud as defined under 42
U.S.C. §1320a- 7(a)(3); and (c) no final adverse action, as such term is defined under 42 U.S.C.
§1320(a)-7(c) has occurred or is pending or threatened against either party or to its knowledge
against any employee, agent or independent contractor engaged to provide items or services
under this Agreement (collectively "Exclusions /Adverse Actions "). During the term of this
Agreement, each party agrees to notify the other party in writing of any Exclusions /Adverse
Actions within ten (10) days of learning of any such Exclusions /Adverse Actions and provide
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the basis of the Exclusions /Adverse Actions. Each party acknowledges that the exclusion of
any employee, agent or independent contractor from participation in the Federal Health Care
Programs shall result in his or her immediate removal from the performance of duties and
responsibilities for the other party under the terms of this Agreement. Each party acknowledges
and agrees that any Exclusions /Adverse Actions of or against it or any employee, agent or
independent contractor utilized, directly or indirectly, in the performance of this Agreement
may serve as the basis of an immediate termination of this Agreement by the other party. For
purposes of this Agreement, a , Federal Health Care Program" shall mean any plan or program
providing health care benefits, whether directly through insurance or otherwise, that is funded
directly, in whole or part, by the United States Government (other than the Federal Employees
Health Benefits Program), or any State health care program and shall include, by way of
example, the Medicare and Medicaid programs.
14. Insurance. Rural /Metro shall maintain at all applicable times, at its own expense, the insurance
coverage set forth in Exhibit C.
15. Ownership of Records & Confidential Information. In addition to protected health information,
as defined in 45 CFR § 164.504, or individually identifiable health information, as defined in
42 U.S.C. § 1320d ( "Protected Health Information "), during the course of performing this
Agreement, each party may from time to time receive confidential information about the other
including but not limited to information about the party's customers, patients, practices,
procedures, strategies, organization, financial and other related information. Neither party shall
use or disclose any such confidential information for any purpose other than the limited
purpose of performing its obligations under this Agreement, without the prior express written
permission of the supplying party. All documents and records prepared, maintained, handled or
otherwise related to Rural /Metro's performance of services hereunder are and shall be the
property of Rural /Metro. Rural /Metro's copyrighted materials and procedures shall be and
remain the sole property of Rural /Metro. If a party is served with a public records request,
subpoena or other legal process concerning confidential information of the other party, that
party shall immediately (not more than 48 hours after the receipt) notify the supplying party
and shall, at no cost to City, cooperate with it in any lawful effort to contest the legal validity of
such process the supplying party may wish to pursue. Nothing herein shall be construed to
preclude City for complying with any public records request, subpoena or court order after
notice as aforesaid to Rural /Metro.
16. Availability of Information. During the term of this Agreement and pursuant to any record
retention law or regulation the parties are subject to, each party shall make available upon
written request of the other, to the Secretary of the Department of Health and Human Services,
or to the Comptroller General of the United States, or of any duly authorized representatives of
any government agency, this Agreement and the books, documents and records of the party that
are necessary to certify the nature and extent of the costs of this Agreement and /or compliance
with the law.
17. Warranties & Representations.
a) Rural /Metro warrants and represents (i) that it shall perform its services in accordance
with industry standards; (ii) that to the best of its knowledge all goods and services
reflected in its billing have been furnished to such patient; and, (iii) it shall perform all
its obligations and maintain all records and patient information used for the
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performance of services under this Agreement in compliance with all applicable law
including but not limited to the Fair Debt Collection Practices Act, 15 U.S.C. §§ 1601 et
seq., as amended, any applicable state Consumer Protection laws, as amended, the
Bankruptcy Code, 11 U.S.C. §§ 101 et. seq., as amended, and the Health Insurance
Portability and Accountability Act of 1996, 42 U.S.C. §§ 1320d through d -8, as amended
( "HIPAA ") and the Health Information Technology for Economic and Clinical Health
Act of 2009, 45 CFR Parts 142, 160, 162 and 164 (the "HITECH Act ").
b) Each party represents and warrants to the other that (i) it has the right to enter into this
Agreement, to grant the rights granted in this Agreement and to perform fully all of the
services and obligations contemplated by this Agreement; (ii) all necessary laws,
consents, resolutions, and corporate /political actions have duly authorized the execution
and performance of this Agreement, and this Agreement constitutes a valid and
enforceable obligation of each of the parties; (iii) the person entering into this
Agreement is authorized to sign this Agreement on behalf of the party; and (iv) the
parties have reviewed this Agreement with their respective legal counsel to the party's
satisfaction or voluntarily waived their right to do so. The parties acknowledge that HIPAA
and the HITECH Act, and the regulations promulgated thereunder apply to the activities
described in this Agreement, and that both parties are "covered entities" as that term is
used in HIPAA and the HITECH Act. In that regard, the parties acknowledge and warrant
to each other that their respective activities undertaken pursuant to this Agreement shall
conform to HIPAA and the HITECH Act no later than the effective date of each such
requirement.
c) City warrants and represents that (i) to the best of its knowledge, all information
supplied to and all representations made to Rural /Metro shall be true, accurate and
complete and in the event such information or representation(s) made herein become
inaccurate or incomplete, City will promptly notify Rural /Metro in writing of such
occurrence; (ii) it shall perform all its obligations and maintain all records and patient
information used for the performance of services under this Agreement in compliance with
all applicable law including but not limited to the Fair Debt Collection Practices Act, 15
U.S.C. §§ 1601 et seq., as amended, any applicable state Consumer Protection laws, as
amended, the Bankruptcy Code, 11 U.S.C. §§ 101 et. seq., as amended, and HIPAA and the
HITECH Act. Facility acknowledges that it has received copies of Rural /Metro's Code of
Ethics and Business Conduct and Rural /Metro's Anti - Kickback Policy.
18. Response Time Requirements. The standard response time requirements are:
a) Emergency Requests. Rural /Metro shall produce an ambulance response time of ten
minutes, zero seconds (10:00 minutes) or less for at least 90% of all successfully
completed incoming emergency request phone calls from police /fire dispatch or the
public as determined by the dispatcher in strict accordance with approved telephone
protocols. Rural/Metro shall provide a summary performance report within (10) days of
the end of each month.
b) Use of Mutual Aid Providers. Rural /Metro may arrange and utilize mutual aid
agreements with neighboring EMS providers, and may utilize services furnished by
such neighboring ALS providers toward fulfillment of Rural /Metro's response time
requirements under this Agreement. Rural /Metro shall provide a detailed report within
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(10) days of the end of each month with the reason for each instance of utilization of
mutual aid.
c) Severe or Chronic Non - Compliance. If Rural /Metro fails to comply with monthly
Response Time requirements more than once per quarter, for two or more quarters,
during any contract year, such failure shall be considered "severe or chronic" non-
compliance of the Agreement, and City shall have the right to exercise the termination
provision pursuant to Section 15 of this Agreement
19. Data Collection and Reporting Required. Rural /Metro's data collection and reporting systems
shall meet mutually agreed upon reasonable standards, which reports shall be furnished to City
at least monthly or upon written request. Rural /Metro will provide such reports to City, within
fifteen business days following the end of each month. Rural /Metro agrees to meet with
representative City on a regular basis, at mutually acceptable times, to review policies,
procedures, and quality issues. Fiscal reporting shall include quarterly financial statements for
Rural /Metro, which will be made available to City within ten (10) business days of the release
of such records in quarterly financial reports.
20. Third Party or Patient Payment. Rural /Metro shall bill Medicare, Medicaid, third party payers,
or the patient, including any co- payments or deductibles, at its full general public rates and
charges for Services.
21. Rates. Rural /Metro shall bill for services at the rates of the current provider performing
services.
22. Fair Market Value. This Agreement has been negotiated at arms length and in good faith by the
parties. Nothing contained in this Agreement, including any compensation paid or payable, is
intended or shall be construed: (i) to require, influence or otherwise induce or solicit either
party regarding referrals of business or patients, or the recommending the ordering of any items
or services of any kind whatsoever to the other party or any of its affiliates, or to any other
person, or otherwise generate business between the parties to be reimbursed in whole or in part
by any Federal Health Care Program, or (ii) to interfere with a patient's right to choose his or
her own health care provider.
23. Indemnification. Each party, for itself and its officers, directors, and employees
( "Indemnitor ") shall indemnify and hold harmless the other party, their officers, directors, and
employees, ( "Indemnitee ") for, from and against all costs, claims, losses, liabilities, penalties,
fines, citations, expenses, forfeitures or other damages, including but not limited to settlements,
defense costs, judgments, court costs, expert(s) fees and reasonable fees of attorneys, incident
to, and which it may incur, become responsible for, or pay out as a result of death or bodily
injury to any person, destruction or damage to any property, contamination of or adverse effects
on the environment, or any violation of Applicable Law, to the extent that such damage was
caused by, in whole or in part, incident to or arose out of this Agreement and the Indemnitor's:
(i) breach of this Agreement; or (ii) negligent or willful act(s) or omission(s); or (iii) violation
of Applicable Law; or (iv) any employment, workers' compensation or other related claim by
Indemnitor's employees, agents or subcontractors. Nothing in this section shall limit any right
to contribution or other allocation of fault between the parties as determined by a court of
competent jurisdiction and as permitted by all Applicable Law. The indemnity provided by
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City under this paragraph 23 is limited to and capped by the recovery limits established under
Section 768.28(5), Florida Statutes.
24. Term of Agreement. This Agreement shall commence on the Effective Date of this Agreement
and continue for a period of one (1) year.
25. Termination Upon Mutual Consent. Notwithstanding any other provision in this Agreement,
this Agreement may be terminated upon mutual written consent of the parties.
26. Termination for Default. City may terminate this Agreement upon a material breach by
Rural /Metro or for a matter of urgent public necessity. A material breach means (i)
Rural /Metro breaches the Agreement resulting in a complete system failure, and /or an actual,
continuing material adverse impact and endangerment to the health and welfare, safety and
quality of care to the citizens of City, or chronic failure to meet performance requirements, and
(ii) City has provided sixty (60) days written notice of such default to Rural /Metro and
Rural /Metro does not cure such default in a reasonable period of time or raise any reasonable
contractual, legal or equitable defenses to such default
27. Regulatory Changes. Rural /Metro reserves the right to seek modification of this Agreement,
upon thirty (30) days notice to City in the event any Applicable Law, government policy or
program change is passed or adopted effecting Rural /Metro's rates, provisions of services
and /or obligations, and in such event the parties shall work in good faith to modify this
Agreement accordingly.
28. Compliance with Anti - Kickback Statute. Each party shall comply with the Federal Health Care
Programs' Anti - Kickback Statute (42 U.S.C. § 1320a -7b) and any applicable regulations
promulgated thereunder. The parties further recognize that this Agreement shall be subject to
the amendments of the Anti - Kickback Statute or any of its applicable regulations. In the event
any applicable provisions of the Anti - Kickback Statute or its regulations invalidate, or are
otherwise inconsistent with the terms of this Agreement, or would cause one or both of the
parties to be in violation of the law, the parties shall exercise their best efforts to accommodate
the terms and intent of this Agreement to the greatest extent possible consistent with the
requirements of the Statute and its applicable regulations.
29. Compliance with Applicable Law. The parties agree to be in full compliance with all
Applicable Law and shall immediately notify the non - breaching party in the event it has failed
to comply with this Section. In such an event, the non - breaching party may immediately
terminate this Agreement.
30. EXCLUSION OF CERTAIN DAMAGES. NOTWITHSTANDING ANY PROVISION IN
THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL ANY PARTY AND
ITS AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS,
MEMBERS, SHAREHOLDERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS BE
LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR LOST PROFITS,
SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES, REGARDLESS
OF THE BASIS OF THE CLAIM, WHETHER IN CONTRACT, TORT, STRICT LIABILITY
OR OTHER LEGAL OR EQUITABLE THEORY, WHETHER OR NOT THE PARTY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
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31. Independent Contractor. Rural/Metro is an independent contractor and nothing in this
Agreement shall be construed as creating an employment relationship, agency, partnership, or
joint venture between the parties. Each party shall control and direct the methods by which it
performs its responsibilities hereunder. Except as provided herein, neither party is authorized
to act on behalf of the other in any other matter whatsoever. In the event of medical necessity,
City personnel may be requested to assist Rural /Metro in the continued medical care medically
necessary for the care of the patient by accompanying the patient during Rural /Metro
transportation. Under no circumstances shall City's employees be considered an employee of
Rural /Metro.
32. Waivers. The failure by either party to insist on strict performance by the other party of any
provision of this Agreement shall not be a waiver of any subsequent breach or default of any
provision of this Agreement.
33. Governing Law. This Agreement shall be subject to and governed according to the laws of the
State of Florida, regardless of whether either party is or may become a resident of another state.
The parties agree that the venue and jurisdiction shall be exclusively in the state and federal
courts located in the County of Orange in the State of Florida.
34. Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto, their respective successors, assigns or other legal representatives.
35. Assignment. Neither party may assign its rights or obligations under this Agreement to a third
party without the prior written consent of the other party, which shall not be unreasonably
withheld, and any attempted assignment without such consent shall be null and void. This
Agreement shall be binding upon and for the sole benefit of the parties hereto and their
respective successors and permitted assigns.
36. Severability. If any portion or portions of this Agreement shall be for any reason invalid or
unenforceable, the remaining portion(s) shall be valid and enforceable and carried into effect
unless to do so would clearly violate the present legal and valid intention of the parties hereto.
37. Headings. The headings used in this Agreement are for convenience only and do not limit the
contents of this Agreement.
38. Variations of Pronouns. All pronouns and variations thereof will be deemed to refer to the
masculine, feminine, or neuter, singular or plural, as the identity of a person, persons, or entity
may require.
39. Survival. Any provisions of this Agreement creating obligations extending beyond the term of
this Agreement shall survive the expiration or termination of this Agreement, regardless of the
reason for such termination.
40. Authorization for Agreement. All necessary laws, resolutions, and corporate actions have duly
authorized the execution and performance of this Agreement and this Agreement constitutes the
valid and enforceable obligations of the parties in accordance with its terms.
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41. Force Majeure. Either party shall be excused for failures and delays in performance of its
respective obligations under this Agreement due to any cause beyond its control and without
fault, including without limitation, any act of God, war, riot or insurrection, law or regulation,
strike, flood, fire, terrorism, explosion or inability due to any of the aforementioned causes to
obtain labor, materials, roadways or facilities. In addition to the above, Rural /Metro shall be
excused for failures and delays in performance of its obligations under this Agreement due to
adverse weather conditions, natural physical barriers, such as mountains, hills or washes,
natural disasters and /or other limitations of access to the person requiring Services. Such
conditions may impede or effect or block Rural /Metro's efforts to provide Services and /or
ability to utilize some or all of its Services' equipment. Nevertheless, each party shall use its
best efforts to avoid or remove such causes and to continue performance whenever such causes
are removed, and shall notify the other party of the problem.
42. Notices. Any notice required or permitted to be given pursuant to any provisions of this
Agreement shall be given in writing, and deposited with the United States Postal Service,
postage pre -paid, registered or certified mail, return receipt requested, or by a nationally
recognized overnight courier service, addressed as follows:
To Rural /Metro: To City:
Rural /Metro Corporation City of Ocoee
9221 E. Via de Ventura Attn: City Manager
Scottsdale, Arizona 85258 150 N. Lakeshore Drive
Attn: General Counsel Ocoee, Florida 34761
With a copy to:
Rural /Metro Ambulance City of Ocoee
4728 Old Winter Garden Rd. Attn: City Attorney
Orlando, FL 32811 150 N. Lakeshore
Attn: Division General Manager Ocoee, Florida 34761
Any party may change the notification addresses listed above with proper written notice.
43. Entire Agreement. This Agreement constitutes the entire agreement and understanding
between the parties with respect to the subject matter hereof and supersedes any previous
agreements or understandings, whether oral or written.
44. Amendments. Any amendments to this Agreement shall be effective only if in writing and
signed by authorized representatives of both parties.
45. Execution by Facsimile: Delivery of Original Signed Agreement. This Agreement may be
executed by facsimile, and shall be deemed effectively executed upon the receipt by both
parties of the last page of this Agreement duly executed by the other party. Each party to this
Agreement agrees to deliver two original, inked and signed Agreements within two days of
faxing the executed last page hereof.
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46. Legal Fees. In the event either party brings any action for any relief, declaratory or otherwise,
arising out of this Agreement, or on account of any breach or default hereof, or to enforce the
Dispute Resolution section, the prevailing party shall be entitled to receive from the other party
reasonable attorneys' fees, costs, and expenses.
47. Counterparts. This Agreement may be executed in several counterparts, each of which shall be
an original, but all of which shall constitute one and the same instrument.
48. No Third Party Beneficiary. No party intends in any manner whatsoever to create an interest or
beneficiary in a third party.
49. Exhibits. All Exhibits referenced herein are incorporated into this Agreement in their entirety.
Agreement when used throughout this Agreement shall include all referenced Exhibits.
50. Publicity Provision. Neither party shall use any trademarks, service marks, visual product
representations, trade names, logos or other commercial or product designations of the other
party, or disclose such without said party's express prior written consent. In particular, neither
party shall identify or make reference to the other party in any advertising or other promotional
modality regardless of its form without explicit prior written consent from said party.
51. IP Provision. Nothing in this Agreement is intended to grant a license or any rights of any
nature whatsoever to Rural /Metro's intellectual property which may include but is not limited
to its any of its patents, mask work rights, trademarks, trade names, service marks, logos,
copyrights, derivatives, software or any other intellectual property rights of Rural /Metro.
52. FCC Compliance. Rural /Metro acknowledges that the FCC license is held by City and that any
shared transmitter use under this Agreement and pursuant to Section 90.179 of the FCC's Rules
shall be subject to City' control.
53. Dispute Resolution. In the event of a dispute, the parties will consider the use of mediation to
resolve the dispute prior to the commencement of litigation.
54. Sovereign Immunity. Nothing contained in this Agreement shall be considered or deemed a
waiver of City' sovereign immunity protections or a waiver of any other defense or immunities
to lawsuits.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
their authorized representatives on the day and year first above written.
Rural/Metro Corporation of Florida
By:
Name:
Title:
APPROVED:
ATTEST: CITY OF OCOEE, FLORIDA
Beth Eikenberry, City Clerk S. Scott Vandergrift, Mayor
DATE:
(SEAL)
FOR USE AND RELIANCE ONLY BY APPROVED BY THE OCOEE CITY
THE CITY OF OCOEE, FLORIDA COMMISSION AT A MEETING HELD
APPROVED AS TO FORM AND LEGALITY ON , 2011,
this day of , 2011. UNDER AGENDA ITEM NO. .
FOLEY & LARDNER LLP
By:
City Attorney
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EXHIBIT A
Description of Services includes but are not limited to:
Rural /Metro will provide emergency medical transportation services.
Provision of Services. Rural /Metro shall manage all day -to -day operations, including field operations,
billing, collections, purchasing and other operational functions. Rural /Metro shall negotiate all mutual
aid agreements, maintain all facilities and equipment, hire /terminate and provide or arrange for in-
service training of all field personnel
Other Definitions:
"Services" means the Description of Services set forth above which shall be covered for payment by
Medicare, Medicaid, third party payers, or patients, and subject to this Agreement.
"Applicable Law" shall include all federal, state and local laws, statutes, regulations, codes,
ordinances, rules and /or Executive Orders, as amended, applicable to the services and /or obligations of
the parties hereunder.
"Response Time" shall mean the total elapsed time between the moment Rural /Metro personnel have
acquired call -back number, patient location, and nature of problem information and a unit has been
dispatched (i.e., "Time Call Received ") to the moment the responding unit arrives upon the scene of
the emergency incident (i.e., "Time Unit Arrived ").
"Advanced Life Support" or "ALS" shall have the same meaning as defined in Florida Rules 64J -1.
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EXHIBIT B
Service Area Map
Each City Areas Are Individually Designated
(attached hereto)
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EXHIBIT C
Insurance
1. Insurance. Prior to the commencement of services performed hereunder and during the
term of this Agreement, including any extension(s) thereof, Rural /Metro shall obtain and
provide the following insurance:
a. Automobile Liability. Automobile Liability Insurance with a combined single
limit for bodily injury and property damage of not less than $2,000,000 for each occurrence and
a $5,000,000 aggregate limit, with respect to Rural /Metro's owned, hired and non -owned
vehicles utilized in the performance of its services. Uninsured motorist coverage, underinsured
motorist coverage and personal injury protection or "no fault" insurance coverage shall not be
required under this Agreement, except where required by specific state law and, then, only at
the statutory minimum required.
Note: Rural /Metro does not purchase underinsured/uninsured motorist coverage as
allowed by law. Any requirement to provide such coverage, which is not otherwise required by
law, is an uninsured liability to Rural /Metro and must be rejected.
b. Commercial General Liability. Commercial General Liability Insurance
covering bodily injury and property damage, with a limit of not less than $2,000,000 for each
occurrence and a $5,000,000 aggregate limit.
c. Professional Liability. Rural /Metro shall maintain Professional Liability
Insurance covering bodily injury, with a limit of not less than $2,000,000 for each occurrence
and a $5,000,000 aggregate limit.
d. Worker's Compensation. Rural /Metro shall carry Workers' Compensation
Insurance to cover obligations imposed by federal and state statutes; and Employer's Liability
Insurance with a limit of not less than $1,000,000.
2. Primary Insurance. Rural/Metro's insurance shall respond first as it relates to bodily
injury or property damage caused by Rural/Metro in the performance of its services hereunder.
3. Certificates of Insurance. Upon request, Rural /Metro shall furnish to City Certificate(s)
of Insurance issued by Rural /Metro's insurer as evidence that the coverage: (1) is placed with
reasonably acceptable insurers; (2) is detailed on the Certificate(s) as specified in this
Agreement; and (3) is in full force and effect on the commencement date of services. Upon
request, or as required by this Agreement, Rural/Metro shall furnish to City updated
Certificate(s) as policies are renewed.
4. Additional Insured. The insurance coverage required hereunder, except Workers'
Compensation, shall name City, their agents, employees, and officers, as an Additional Insured.
5. Insurance Company Rating. Insurance policies required under this Agreement shall
have been issued by an insurance company having a financial rating of B plus X or better
according to the A.M. Best Rating Guide as of the commencement of this Agreement.
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6. Notice of Cancellation. Rural/Metro shall endeavor to notify City of cancellation of any
required insurance coverage.
7. Waiver. The Commercial General Liability and Auto Liability policies shall contain a
waiver of recovery (subrogation) against City for any claims arising out of Rural /Metro's
performance of its services under this Agreement.
8. Supplemental Insurance. During the term of this Agreement, City, in their reasonable
discretion, may require Rural /Metro to obtain additional coverage or increase the amount of
any insurance Rural/Metro carries to the extent the coverage is reasonably and commercially
available to Rural /Metro ( "Supplemental Coverage "). In such event, City shall pay to
Rural /Metro the extra cost of the Supplemental Coverage. Such appropriation and payment of
funds shall be a condition precedent to Rural /Metro's duty to obtain such Supplemental
Coverage. City shall allow reasonable time for Rural /Metro's broker to research the market
availability of such required Supplemental Coverage.
9. Claims Made. In the event Rural /Metro elects to obtain insurance required under this
Agreement on a "claims made" basis, then such coverage shall extend for two (2) years past the
completion of the services rendered by Rural /Metro to City and Rural /Metro shall, upon
request, provide City a Certificate of Insurance evidencing such extended coverage.
10. Market Fluctuations. City acknowledges that, from time to time, insurance market
fluctuations may increase the premiums Rural /Metro must pay in order to secure the coverage
required under this Agreement. In the event that the premiums increase during the term of this
Agreement, City agrees to consider in good faith Rural/Metro's request for an equitable
adjustment in Rural /Metro rates to cover the increased cost.
s.\aka \clients \ City \rural -metro ambulance transportation services \City agreement dl rev 08- 08- 2011.doc
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