Emergency Item #2 - Approval of Second Amendment of Emergency Ambulance Services with Rural Metro/AMR 0
iki0jor
ocoee
florida
AGENDA ITEM COVER SHEET
Meeting Date: August 15, 2017
Item # irl.,t:r'<ne .T-#1071
d
Reviewed By:
Contact Name: John Miller, Fire Chief Department Director:
Contact Number: 407-905-3140 City Manager:
Subject: Approval of Second Amendment of Emergency Ambulance/ervices with Rural
PP 9 Y
Metro/AM R
Background Summary:
Rural Metro/AMR is proposing the same service it currently provides at no cost to the City by agreeing
to extend its current agreement until September 30, 2018. The financial compensation to Rural Metro
for services rendered will be from funds received from fees for service billings, collections, contractual
arrangements with insurance organizations, and other payers. Supplies, equipment, and medications
utilized by the City of Ocoee Fire Rescue Department in delivery of patient care, shall be replaced on
a "no charge" cost-basis to the City. The initial term of the agreement with Rural Metro was for three
(3) years, beginning September 1, 2012, with two (2) twelve month optional extensions for a total of
five (5) years. Each extension was approved by the City Commission. The proposed Second
Amendment is an additional 13-month extension with Rural Metro/AMR who will continue to provide
services under the AMR name.
Issue:
Rural Metro/AMR is seeking a 13-month extension for emergency ambulance service September 1,
2017, to September 30, 2018.
Recommendations:
Staff recommends the approval of the 13-month extension.
Attachments:
Copy of the Original Agreement for Emergency Ambulance Services with Rural Metro/AMR, First
Amendment to Agreement and Second Amendment.
Financial Impact:
Rural Metro/AMR is proposing to continue providing the same service it currently provides at no cost
to the City.
Type of Item: (please mark with an `k')
Public Hearing For Clerk's Dept Use:
Ordinance First Reading X 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. N/A
Reviewed by () N/A
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AGREEMENT FOR EMERGENCY AMBULANCE
TRANSPORTATION SERVICES
THIS AGREEMENT FOR EMERGENCY AMBULANCE TRANSPORTATION
SERVICES (the"Contract") is made and entered into by and between Rural/Metro Corporation
of Florida d/b/a Rural/Metro Ambulance, a Florida corporation ("Contractor"), and the.City of
Ocoee, a Florida municipal corporation ("City"), effective September 1, 2012 (the "Effective
Date").
RECITALS:
A. Contractor is a provider of certain emergency ambulance transportation and related
services.
B. City desires to contract with Contractor to provide emergency ambulance transportation
and related services to its citizens.
C. Contractor desires to provide City with such services and has the necessary equipment,
training, expertise, professional certifications and licenses to do so.
is
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. Contractor agrees to provide City emergency ambulance
transportation services consistent with the scope of services detailed in Exhibit A
attached to this Contract (the "Services") and Exhibit D (Contractor's Response to
RFP #12-005 Emergency Ambulance Services). These Services shall be rendered by
Contractor to all areas located inside the Service Area which is the geographic area
depicted by the service area map attached hereto as Exhibit B.
2. Compensation. The City is not responsible for any compensation or reimbursement of
expenses to the Contractor for any services provided under or arising from this
Agreement, except as stated in Exhibit A.
3. Insurance. Contractor shall maintain at all applicable times, at its own expense, the
insurance coverage set forth in Exhibit C.
4. 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 Contract, 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 Contract, without the prior express written permission of the supplying party.
All documents and records prepared, maintained, handled or otherwise related to
Contractor's performance of services hereunder are and shall be the property of
Contractor. Contractor's copyrighted materials and procedures shall be and remain the
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Contract_Emergency_Ambulance_Services •
sole property of Contractor. 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 and Contractor from complying with the requirements of
Chapter 119, Florida Statutes, the "Public Records Act." Contractor acknowledges and
agrees that the City is a public entity that is subject to the Public Records Act and as
such, public records in Contractor's control and possession relating to any services
performed under this Contract shall, at no cost to City, be secured, maintained,
preserved, and retained in the manner specified pursuant to the Public Records Act and
available for inspection and copying pursuant to the Public Records Act unless
otherwise exempt or excepted by applicable law.
5. Availability of Information. During the term of this Contract 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 Contract and the books,
documents and records of the party that are necessary to certify the nature and extent
of the costs of this Contract and/or compliance with the law.
6. Warranties& Representations.
a) Contractor 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 performance of services under this Contract 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 Contract, to grant the rights granted in this Contract and to perform fully all of
the services and obligations contemplated by this Contract; (ii) all necessary
laws, consents, resolutions, and corporate/political actions have duly authorized
the execution and performance of this Contract, and this Contract constitutes
a valid and enforceable obligation of each of the parties; (iii) the person
entering into this Contract is authorized to sign this Contract on behalf of the
party; and (iv) the parties have reviewed this Contract 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 Contract, 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
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that their respective activities undertaken pursuant to this Contract 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 Contractor 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 Contractor 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 Contract 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 at. seq., as amended, and
HIPAA and the HITECH Act.
7. Response Time Performance. During City declared emergencies, the Fire Chief may
suspend time-based performance requirements. Response times are a combination of
dispatch operations and field operations. Because this Contract is performance based,
the City will not limit the Contractor's flexibility in the methods of providing EMS service
other than the requirements described herein. However, the City reserves the right to •
review and approve Contractor's deployment plans and encourages a strong and on-
going working relationship between City staff, the City of Ocoee Fire Rescue
Department, and the Contractor. This Contract is based on the Contractor's
commitment to perform within the response time standards. Appropriate response time
performance is the result of a coordinated effort of the Contractor's total operation. This
system will be based on the Contractors' processing requests for service, and then
dispatching resources in accordance with the Contractor's deployment plan. Response
time shall be measured in minutes and integer seconds, and shall be"time stamped" by
the Contractor provided ambulance CAD system.
8. Response Time Requirements.
a) Emergency Request. The contractor shall produce an ambulance
response time of ten minutes, zero seconds (10:00 minutes) or less for at
least 90% of all incoming emergency request calls from fire/police dispatch
or the public as determined by the dispatcher in strict accordance with
approved telephone protocols. The contractor shall provide a summary
performance report within (10) days of the end of each month.
b) Use of Mutual Aid Providers. The contractor may arrange and utilize
mutual aid agreements with the neighboring EMS providers, and may utilize
services furnished by such neighboring ALS providers toward the
contractor's response time requirements. The contractor must supply a
detailed report within (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 contractor fails to comply with
monthly response time requirements more than or per quarter, for two or
more quarters, during any contract year, such failure shall be considered
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"severe or chronic" non-compliance of the Contract and the City shall have
the right to terminate this Contract.
9. Response Time Measurement Methodology. The response time measurement
methodology employed can significantly influence operational requirements for EMS
systems. The following are applicable:
a) Response times are measured from the time the call is received by the
Contractor until the Contractor's first arriving ALS unit is on scene.
•
b) For the purpose of this Contract, the Contractor's emergency response •
times shall be measured from the time the Contractor is notified by radio,
telephone, data link, or other means that its services are required at a
particular location until unit arrival at the incident location by the Contractor's
first arriving ALS unit.
c) Arrival at the incident location means the moment a crew notifies that it is
fully stopped at the location where the ALS unit shall be parked while the
crew exits to approach the patient. In situations where the ALS unit has
responded to a location other than the scene (e.g., staging areas for
hazardous materials, violent crimes incidents, or non-secured scenes)
arrival at scene shall be the time the unit arrives at the designated staging
location.
d) Each Incident a Separate Response: Each incident will be counted as a
single response regardless of the number of units that are utilized. The
response time of the first arriving contractor ALS transport unit will be used
to compute the response time for the incident.
10. Reporting Requirements. The ability of the City to monitor and evaluate the
effectiveness of its EMS delivery system is greatly dependent upon the availability of
valid data and statistical analysis that measures system performance including both
clinical and financial outcomes. Contractor shall provide detailed and periodic reporting
as follows:
a) Operational Reporting Requirements. Contractor shall provide within ten
(10) days after the first of each month, reports dealing with its performance
during the preceding month as it relates to clinical and operational
performance as specified herein. The Contractor will rely on its ambulance
CAD data in generating its response time reports. At a minimum the
Contractor will include the following in its operational monthly reports:
• Total responses
• Total emergency (911 generated) transports
• Total patients transported
• Total responses and transport activity by ambulance unit
• Total cancelled calls (prior to arrival)
• Total patient refusals (treatment and transport)
• Distribution of responses by time of day and day of week
• Distribution of incidents by location (ambulance service zones)
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• Description of incidents by call type
• Summary of patient complaints (by situation found)
• Response time summary for all responses
• Response time summary by ambulance service zones
• Response time summary by ambulance unit
b) Financial Reports. The Contractor shall organize and report its financial
records in a manner to facilitate the direct comparisons between dispatch
incident numbers and patient account records. The financial records, if
requested by the City, should be provided to the City on a quarterly basis
and organized to capture the following:
• Total expenses and revenues
• Total average charge per patient
• Total average patient charge for mileage
• 30, 60, and 90 day Accounts Receivable
• Distribution of payments by all payment groups (Medicare,
Medicaid, private insurance, direct payment, non-collectables/bad
debt)
• Quarterly collection rate (percentage)for all ambulance billings
• Total of uncollected accounts with 180 days of aging
c) Miscellaneous Recordkeeping. If requested by the City, the Contractor
shall complete, maintain, and provide copies of records including:
• Continuing education and certification records documenting
training compliance
• Annual inventory report of capital assets
• Deployment planning reports
• Vehicle maintenance records
d) Electronic Patient Care Reporting (E-PCR). The Contractor will, within
three (3) months of beginning service, institute and maintain an electronic
patient care reporting system which is compatible with Florida Bureau of
EMS EMSTARS project.
11. Fair Market Value. This Contract has been negotiated at arms length and in good faith
by the parties. Nothing contained in this Contract, 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.
12. Policy Acknowledgement. City acknowledges that it has received copies of
Rural/Metro's Code of Ethics and Business Conduct and Rural/Metro's Anti-Kickback
Policy.
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13. 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 Contract and the Indemnitor's: (i) breach of this
Contract; 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 City under this paragraph 23 is limited to and capped by the recovery limits
established under Section 768.28(5), Florida Statutes.
14. Term of Contract. This Contract shall be for a period of three (3) years beginning
September 1, 2012. The City may offer, at its sole option, and based in part upon the
Contractor's superior performance, two (2) twelve (12) month renewals. The offer of
extension shall be for one 12-month extension after the completion of the initial three
(3)-year contract period and then a second 12-month extension at the completion of the
first 12-month extension period. Each extension will be considered independent of the
other and will be offered at the sole option of the City. If the City determines that an
extension of this Contract is warranted, such offer shall be made at least six (6) months
prior to the scheduled end of the term of the Contract or previously granted extension.
15. Termination Upon Mutual Consent. Notwithstanding any other provision in this
Contract, this Contract may be terminated upon mutual written consent of the parties.
16. Default. If conditions or circumstances, constituting a default as set forth in this section
exists, the City shall have all rights and remedies available at law and in equity,
specifically including the right to terminate this Contract, the right to pursue the
Contractor for damages and the right of emergency takeover of the services to be
provided by Contractor hereunder. All the City's remedies shall be non-cumulative and
shall be in addition to any other remedy available to the City. Conditions and
circumstances, which constitute default of this Contract, shall include the following:
a) Failure of the Contractor to operate the EMS system in a manner which
enables the City and the Contractor to remain in compliance with federal
state or City laws, rules, or regulations, medical control policies and/or
related rules and regulations adopted pursuant thereto;
b) Failure of the Contractor to meet system standards of care;
c) Breach of any of the warranties or representations contained in this
Contract;
d) Falsification of information supplied by the Contractor during or subsequent
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to this procurement process;
e) Failure of the Contractor to provide data or falsification of data supplied
during the course of operations, including by way of example but not by way
of exclusion, dispatch data, patient report data, response time data,
performance measurements, financial data or falsification of any other data
under the Contract;
f) Failure of the Contractor to maintain equipment in accordance with the
manufacturer recommended maintenance practices;
g) Failure of the Contractor's employees to conduct themselves in a
professional and courteous manner and to present a professional
appearance;
h) Failure of the Contractor to comply with the approved rate regulation, billing
or collection provisions of this Contract;
i) Contractor makes an assignment for the benefit of creditors, files a petition
of bankruptcy, is adjudicated insolvent or bankrupt, petitions to apply for any
custodian, receiver or trustee for a substantial part of its property,
commences and proceeding relating to it under bankruptcy, reorganization,
arrangement, readjustment of debt, dissolution or liquidation law or statute
of any jurisdiction;
j) Failure of Contractor to cooperate with and assist the City after a default has
been declared as provided for herein, even if it is later determined that such
breach never occurred or that the cause of such breach was beyond
Contractor's reasonable control;
k) Acceptance or payment by Contractor or any of Contractor's employees of
any bribe, kick-back or consideration of any kind in exchange for any
consideration whatsoever, when such consideration or action on the part of
Contractor or Contractor's employees could reasonably be construed as a
violation of federal, state or local law;
I) Failure of Contractor to maintain insurance in accordance with this Contract;
m) Chronic failure of Contractor to consistently meet response time
requirements as set forth in this Contract;
n) Failure to timely submit audited financial statements prepared by a certified
public accountant or public accounting firm;
o) Any other failure of performance, clinical or other system standards of care
as required in•this Contract and which is determined by the Ocoee City
Commission to constitute a default or endangerment to public health and
safety;
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•
p) Restriction, suspension, or revocation of operating licenses or certifications
imposed by the City of Ocoee or the State of Florida;
q) Contractor debarment by Centers for Medicare and Medicaid Services
(CMS); or
r) Failure to comply with the "lame duck" provisions of this Contract.
17. Provisions for Curing Default. The Contractor is required to meet with the Fire Chief
to remedy any violations. In the event of a default, the City shall give the Contractor
written notice to the Contractor setting forth with reasonable specificity the nature of the
default. Contractor shall have the right to cure such default within five (5)calendar days
of receipt of such notice. Within 24 hours of receipt of such notice, Contractor shall
deliver to City, in writing, a plan of action to cure such default. If the Contractor fails to
cure such default within the period allowed for cure (with such failure to be determined
in the sole and absolute discretion of City) or Contractor fails to timely deliver the cure
plan to the City, City may assign Contractor's operations to a third party o may perform
the services itself. Contractor shall cooperate completely and immediately with City to
affect a prompt and orderly transfer of all responsibilities.
18. Rights and Remedies Not Waived. Contractor covenants that the provision of
services to be performed by the Contractor under this Contract shall be completed
without further compensation than that provided for in this Contract. The acceptance of
work under this Contract and the payment therefore shall not be held to prevent
maintenance of an action for failure to perform work in accordance with this Contract.
In no event shall payment of consideration by City constitute or be construed to be a
waiver by City of any default or covenant or any default by Contractor. City's payment
shall in no way impair or prejudice any right or remedy available to the City with respect
to such default.
19. "Lame Duck" Provisions. Should Contractor fail to prevail in a future procurement
cycle, Contractor shall agree to continue to provide all services required in and under
this Contract until the new contractor assumes service responsibilities. Under these
circumstances Contractor will, for a period of several months, serve as a "lame duck"
contractor. To ensure continued performance fully consistent with the requirements of
this Contract through any such period, the following provisions shall apply:
a) Contractor shall continue all operations and support services at the same
level of effort and performance as were in effect prior to the award of the
subsequent agreement to a competing organization;
b) Contractor shall make no changes in methods of operation which could
reasonably be considered to be aimed at cutting Contractor service and
operating cost to maximum profits during the final stages of the Contract;
c) City recognizes that if a competing organization should prevail in a future
procurement cycle, Contractor may reasonably begin to prepare for
transition of service to the new contractor. City shall not unreasonably
withhold its approval of Contractor 's request to begin an orderly transition
process, including reasonable plans to relocate staff, scale down certain
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inventory items, etc., as long as such transition activity does not impair
Contractor's performance during this period;
d) During the process of a subsequent competition conducted by City,
Contractor shall permit its non-management personnel reasonable
opportunities to discuss with competing organizations the issues related to
employment with such organizations in the event Contractor is not the
successful Respondent. Contractor may, however, require that its non-
management personnel refrain from providing information to a competing
organization regarding Contractor's current operations, and Contractor may
also prohibit its management level personnel from communicating with
representatives of competing organizations during the competition.
However, once City has made its decision regarding award, and in the event
Contractor is not the winner, Contractor shall permit free discussion between
any City-based Contractor employees and the winning proposer without
restriction, and without adverse consequence to any City-based employee.
20. Regulatory Changes. Contractor reserves the right to seek modification of this
Contract, upon thirty (30) days notice to City in the event any applicable law,
• government policy or program change is passed or adopted affecting Contractor's
rates, provisions of services and/or obligations, and in such event the parties shall work
in good faith to modify this Contract accordingly.
21. Permits and Licenses. Contractor shall be responsible for and shall hold any and all
required federal, state, or local permits or licenses required to perform its obligations
under this Contract. In addition, Contractor shall make all necessary payments for
licenses and permits for the services and for issuances of state permits for all
ambulance vehicles used. It shall be entirely the responsibility of the Contractor to
schedule and coordinate all such applications and application renewals as necessary to
ensure that the Contractor is in complete compliance with federal, state, and local
requirements for permits and licenses as necessary to provide the services. The
Contractor shall be responsible for ensuring that its employees' state and local
certifications and licenses as necessary to provide the services, if applicable, are valid
as of the Effective Date and are valid and current at all times throughout this Contract.
22. 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
Contract 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
Contract, 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
Contract to the greatest extent possible consistent with the requirements of the Statute
and its applicable regulations.
23. 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 Contract.
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24. Exclusion of Certain Damages. NOTWITHSTANDING ANY PROVISION IN THIS
CONTRACT 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.
25. Independent Contractor. Contractor is an independent contractor and nothing in this
Contract 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 Contractor
in the continued medical care medically necessary for the care of the patient by
accompanying the patient during Contractor transportation. Under no circumstances
shall City's employees be considered an employee of Contractor.
26. Waivers. The failure by either party to insist on strict performance by the other party of
any provision of this Contract shall not be a waiver of any subsequent breach or default
of any provision of this Contract.
27. Governing Law. This Contract 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.
28. Binding Effect. This Contract shall be binding upon and shall inure to the benefit of
the parties hereto, their respective successors, assigns or other legal representatives.
29. Assignment. Contractor shall not assign any portion of this Contract without written
consent first obtained from the City and any assignment made contrary to the
provisions of this section may be deemed a default of this Contract and, at the option of
the City shall not convey any rights to the assignee. Any change in Contractor's
ownership shall, for purposes of this Contract, be considered a form of assignment. The
City shall not unreasonably withhold its approval of a requested change in ownership,
so long as the transferee is of known financial and business integrity for the
undertaking.
30. Severability. If any portion or portions of this Contract 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.
31. Headings. The headings used in this Contract are for convenience only and do not
limit the contents of this Contract.
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32. 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.
33. Survival. Any provisions of this Contract creating obligations extending beyond the
term of this Contract shall survive the expiration or termination of this Contract,
regardless of the reason for such termination.
34. Authorization for Contract. All necessary laws, resolutions, and corporate actions
have duly authorized the execution and performance of this Contract and this Contract
constitutes the valid and enforceable obligations of the parties in accordance with its
terms.
35. Force Majeure. Either party shall be excused for failures and delays in performance of
its respective obligations under this Contract 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, Contractor shall be excused for failures and delays in performance of its
obligations under this Contract 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 Contractor'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.
36. Notices. Any notice required or permitted to be given pursuant to any provisions of this
Contract 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 Contractor: Rural/Metro Corporation
9221 E. Via de Ventura
Scottsdale,Arizona 85258
Attn: General Counsel
With a copy to: Rural/Metro Corporation of Florida
4728 Old Winter Garden Rd.
Orlando, Florida 32811
Attn: Division General Manager
To City: City of Ocoee
Attn: City Manager
150 N. Lakeshore Dr.
Ocoee, Florida 34761
With a copy to: City of Ocoee •
Attn: Finance Dept.
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Contract_Emergency_Ambulance_Services
150 N. Lakeshore Dr.
Ocoee, Florida 34761
Any party may change the notification addresses listed above with proper written notice.
37. Entire Contract. This Contract 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.
38. Amendments. Any amendments to this Contract shall be effective only if in writing and
signed by authorized representatives of both parties.
39. Execution by Facsimile; Delivery of Original Signed Contract. This Contract may
be executed by facsimile, and shall be deemed effectively executed upon the receipt by
both parties of the last page of this Contract duly executed by the other party. Each
party to this Contract agrees to deliver two original, inked and signed Contracts within
two days of faxing the executed last page hereof.
40. Legal Fees. In the event either party brings any action for any relief, declaratory or
otherwise, arising out of this Contract, 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.
41. Counterparts. This Contract may be executed in several counterparts, each of which
shall be an original, but all of which shall constitute one and the same instrument.
42. Omnibus Provision. Contractor understands and agrees that for four years following
the conclusion of the Contract it may be required to make available upon written
request to the secretary of the U.S. Department of Health and Human Services, or any
other fully authorized representatives, the specifications and subsequent agreements,
and any such books, documents, and records that are necessary to certify the nature
and extent of the reasonable costs of services.
43. No Third Party Beneficiary. No party intends in any manner whatsoever to create an
interest or beneficiary in a third party.
44. Warranty Regarding Consideration and Procurement. Contractor warrants that it
has not employed or retained any company or person other than a bona fide employee
working solely for the Contractor to procure or solicit this Contract, and that it has not
paid or agreed to pay any company or person, other than a bona fide employee working
solely for the Contractor, any fee, commission, percentage, brokerage fee, gifts, or
other consideration contingent upon or resulting from this procurement. Further,
Contractor represents that its pricing has been independently arrived at without
collusion.
45. Exhibits. All Exhibits referenced herein are incorporated into this Contract in their
entirety. Contract when used throughout this Contract shall include all referenced
Exhibits.
46. Publicity Provision. Neither party shall use any trademarks, service marks, visual
product representations, trade names, logos or other commercial or product
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Contract_Emergency_Ambulance_Services
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.
47. Product endorsement/advertising. Contractor shall not use the name of the City or
the City's fire agencies for the endorsement of any commercial products or services
without the expressed written permission of the City.
48. IP Provision. Nothing in this Contract is intended to grant a license or any rights of any
nature whatsoever to Contractor'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 •
Contractor. •
49. FCC Compliance. Contractor acknowledges that the FCC license is held by City and
that any shared transmitter use under this Contract and pursuant to Section 90.179 of
the FCC's Rules shall be subject to City' control.
50. End-term Provisions. Contractor shall have 90 days after termination of this Contract
in which to supply the required audited financial statements and other such
documentation necessary to facilitate the close out of the Contract at the end of the
term.
51. Notice of Litigation. Contractor agrees to notify City within 24 hours of any litigation or
significant potential for litigation of which Contractor is aware. Further, Contractor is
required to warrant that it will disclose in writing to the City all litigation involving the
Contractor, Contractor's related organizations, owners, and key personnel.
52. 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.
53. Sovereign Immunity. Nothing contained in this Contract shall be considered or
deemed a waiver of City's sovereign immunity protections or a waiver of any other
defense or immunities to lawsuits.
(Remainder of page left blank intentionally) •
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Contract_Emergency_Ambulance_Services
•
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed
by their authorized representatives on the day and year first above written.
Signed and delivered in the presence of: CONTRACTOR: .
RURAUMETRO CORPORATION OF FLORIDA
d/b/a RURAUMETRO AMBULANCE
Print ime: Ann e �to By: 4411------
Print Name: Michael P. DiMino
, iPfa "-2 Title: President
Print Name: Stella V. Weeks Reviewed. Legal Dept.
0
ATTEST: CITY:
CITY OF OCOEE, FLORIDA
) `
th Eikenberry, City ClerkZQ-4-AiS. Scott Vandergrift, Mayor ` i
(SEAL)
APPROVED BY THE OCOEE CITY
COMMISSION ATA MEETING
HELD ON June 19, 2012
UNDER AGENDA ITEM NO. 10. B.
FOR USE AND RELIANCE ONLY BY
THE CITY OF OCOEE; FLORIDA;
APPROVED AS TO FORM AND
LEGALITY this 2- day of
cacX AS-¢- , 2011
SHUFFIELD, LOWMAN &WILSON, P.A.
By. ./...... ).---
. �� -
0 ttom-
•
14
Contract_Emergency_Ambulance_Services
EXHIBIT A
SCOPE OF SERVICES
•
KEY TERMS
Throughout the document, we use key terms that we will define for reader clarity.
Advanced Life Support (ALS) — Advanced services or skills that include the use of
techniques including intravenous (IV) therapy, ECG monitoring, medications, advanced airway
management and similar treatments.
Ambulance — A vehicle that meets State of Florida standards and Federal specifications to
provide medical transportation for sick and injured patients.
Ambulance Service Zone — A geographic area designated by the City to identify specific
EMS response areas.
Basic Life Support (BLS) — Basic EMS skills that include CPR, automated or assisted
defibrillation, bleeding control, spinal immobilization, splinting, and similar treatments.
Billing System —Thesystem used by the contractor to collect accounts receivable from the
provision of EMS by the contractor. The contractor may subcontract this to a third-party agency
provided that all sections of the contract are met.
Computer Aided Dispatch (CAD) — A computer assisted telecommunications system that
provides voice and data communications for emergency service systems.
Ambulance CAD — The CAD system operated by the contractor for the communication and
dispatch needs of its units.
Default—A situation(s)that occurs where the contractor can no longer meet the performance
requirement set within the contract.
Electronic Patient Care Report (E-PCR) — A computer device that allows EMS and fire
service providers to enter call and patient data into a reporting system.
Emergency Response—Response to those calls which fall into the Echo, Delta, Charlie and
Bravo level call categories as identified by the NAEMD protocols.
Emergency Transport — The transportation of a patient resulting from a request generated
through the 911 emergency communications center, or from some other form of notification
indicating the need for emergency care. Does not include inter-facility transfers.
Fire Chief—The City representative that will oversee the ambulance service contract.
EMT-B — Any person certified by the State of Florida and credentialed by the local medical
director to provide basic life support services.
Evaluation Committee — A committee appointed by the City Manager to qualify and/or rank
proposals and to forward to the City Commission.
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Contract_Emergency_Ambulance_Services
Federal Specifications for Ambulances (Triple K) — Federal specification #KKK A 1822 is
the US General Services Division's specifications for ambulances.
Medical Director—The Office of the Medical Director Orange County, Florida EMS System.
Medical Oversight — The process of providing on-line and off-line medical oversight of the
EMS system.
Medical Priority Dispatch System (MPDS)—An advanced emergency dispatch system that
provides protocols for EMS dispatch, and protocol-driven pre-arrival patient care instructions.
National Academies of Emergency Medical Dispatch (NAEMD)—The NAED is a non-profit
standard-setting organization promoting safe and effective emergency dispatch services world-
wide. The NAED supports first-responder related research, unified protocol application,
legislation for emergency call center regulation, and strengthening the emergency dispatch
community through education, certification, and accreditation.
Paramedic — Any person licensed by the State of Florida and credentialed by the local
medical director to provide advanced life support services.
Proposal — A response from vendors wishing to bid on the exclusive contract to provide
emergency ambulance service for the City,
Public Safety Answering (or Access) Point (PSAP) — The City's appropriate call center
responsible for answering calls to an emergency telephone number for police, fire, and •
ambulance services.
Request for Proposal (RFP)—A document released by the City that requests proposals from
vendors to provide emergency ambulance service to the City.
Response Time — The time that begins when the contractor's dispatch center receives
notification of the alarm and ends when contractor's unit(s) arrive at the scene.
Response Time Summary—A summary of the specific times indicated, provided at the 90%
fractile percentages.
1. SYSTEM DESIGN SUMMARY
A. Overview
The City of Ocoee, Florida ("City") is soliciting proposals for the provision of Advanced
Life Support (ALS) ambulance transport response for 911 emergency calls. The City
intends to award a contract for all EMS Services for the entire City or a portion of the
City as selected by the City, except City Fire Department First Response services. The
successful contractor will be the City's primary provider of the Emergency Transport
Certificate of Public Convenience and Need within the City.
The purpose of this procurement process is to provide a fully integrated, high
performance EMS delivery system. The contractor, utilizing an approved medical
priority dispatch system, will provide emergency dispatching services for contractor's
units.
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Contract_Emergency_Ambulance_Services
The proposal is to include comprehensive medical direction including both on-line and
off-line medical oversight. The medical director shall oversee the training requirements
for all contractor's personnel, oversight of emergency medical dispatching including pre-
arrival medical instruction, recertification guidelines, the development of emergency
medical protocols and standing orders, and a fully functional quality assurance process
including quality control is a primary deliverable of this process.
The selected contractor will be required to fully integrate into the region's and the City's
various medical receiving facilities for pre-hospital emergency medical care.
The City will monitor service delivery and contractual compliance through a series of
independent performance measurements. The successful vendor will base its delivery
model on clearly defined outcome measures and not a Level of Effort criterion.
It is the City's desire to have an EMS system that ensures high quality clinical care,
provides efficient and reliable EMS services at a reasonable cost to consumers, and
provides the community with an operationally and financially viable system.
B. City's Responsibilities
The City, in procuring an ambulance contractor, represents the interests of its taxpayers
and the general public as consumers of emergency services within its boundaries. •
In this performance-based approach it is the City's responsibility to:
• Monitor contractor compliance and enforce contractual terms;
• Provide ALS/BLS first response utilizing City of Ocoee Fire Rescue
Department personnel and.equipment;
• Provide the contractor with information that will allow completion of
contract requirements in a timely manner.
C. Contractor's Responsibilities
The contractor is responsible for responding to all requests for emergency ambulance
service in the designated service area. The requirements for all operations are
delineated throughout these specifications and will become the basis of the
performance based contract between the City and the contractor.
The contractor shall be responsible for the following:
•
•
• Furnishing and managing all personnel required in the delivery of ALS
•
emergency ambulance transport operations;
• Providing and operating an ambulance CAD system or dispatch and
radio system.
• Providing local office space, within Orange County, for customer
assistance, billing activities, and administrative oversight;
• Employing or contracting for medical direction through the Office of the
Medical Director for Orange County EMS System;
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Contract Emergency_Ambulance_Services
• Supplying all medical supplies, medications and disposable equipment
for the contractor and the City's first response fire service agencies;
• Providing all necessary vehicles and vehicle maintenance for vehicles
operated by the contractor;
• Providing in-service training, quality assurance, and improvement
monitoring for contractors personnel;
• Providing notification and access of contractor's EMS training to
personnel from City's first response fire agencies;
• Developing and issuing standing orders and medical protocols that ••
integrate with City's existing first response fire agencies' medical
protocols through the Office of the Medical Director for Orange County
EMS System;
• Providing the required insurance coverage for all employees and
response personnel operating under the oversight of the contractor's
medical director;
• Providing EMS stand-by at special events, as requested;
• Providing mutual aid and disaster response services, and other
associated support functions in coordination with the City and the
Orange County Office of Emergency Management;
• The contractor is responsible for providing all billing services. Billing and
collection services shall be conducted according to the professional
guidelines outlined in the contract;
• The contractor shall provide detailed and comprehensive monthly
reporting on response activities, patient treatments, billing and collection
•
reports, customer and citizen complaints, accidents, and equipment
malfunctions;
• The contractor is expected to comply with all applicable City, state, and
federal guidelines in the delivery of pre-hospital medical care and to
obtain the necessary State of Florida and the City licensing and or
permits required to provide emergency transport services.
• The contractor will apprise the City fully of any changes or modification in
its deployment practices or anticipated deployment practices that could
alter service delivery.
• The contractor business office shall maintain reasonable business hours
and be located within Orange County. The contractor shall establish and
maintain a published telephone number for customer contacts and an
updated and interactive web-page for customer service, including the
posting of up to date transport fee schedules and the disclosure of
corporate contact information.
2. BACKGROUND AND SERVICE AREA SUMMARY
The City is interested in contracting the EMS delivery system within its jurisdictional
boundaries. There is significant concern to improve transparency and provide an adequate
level of accountability for the EMS assets assigned to and or paid for by City. The City is
designing this proposal to create greater interaction between City government, the fire
departments, the EMS contractor, and medical direction. The City is also seeking the
development of a performance based delivery model that utilizes comprehensive reporting and
monitoring techniques to insure the highest level of patient care and cost accounting.
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Contract_Emergency Ambulance_Services
A, Description of Service Area
The transport area is within the City of Ocoee city limits, excluding County enclaves.
Please reference Exhibit B of the contract for the proposed service area map (subject to
change as set forth in this RFP).
B. Historic Service Volume
As reported by the current service provider, the area generated 4,214 emergency and
non-emergency incidents in FY 2010-2011 that generated ambulance responses. Of
these responses, 3,442 resulted in a patient transport.
3. PROGRAM RESPONSIBILITIES
A. Scope of Services
The contractor shall furnish all personnel necessary in the delivery and oversight of
emergency ambulance transport service for the entire population of the City. The
contractor is also responsible for providing medical direction and clinical oversight for
their personnel, for all aspects of EMS delivery. Additionally, the contractor shall furnish
stand-by coverage for City sponsored events as required, EMS transportation for
incidents involving transfer to and from aero medical EMS units, reasonable mutual aid
services, and comprehensive reporting, as specified in this proposal.
The scope of services will be agreed to between the Contractor and the City and
included in the contract. The contractor shall be the City's primary emergency
ambulance contractor within the specified service area per Attachment A - Service
Area. The City reserves the right to reduce the size of the service area and negotiate
with the selected firm.
A. Vehicles, Vehicle Maintenance and Equipment Repairs
It is the contractor's responsibility to provide ambulances capable of transporting
patients receiving ALS care that meet the federal Triple K specifications, and State of
Florida minimum standards. The contractor shall also provide all medical and technical
hardware and software needed to properly equip each ambulance.
It is the contractor's responsibility to maintain and equip each ambulance in accordance
with State of Florida guidelines for ALS transport vehicles. The contractor and its
medical director may choose to stock each vehicle with additional equipment, tools, and
protective clothing beyond that which is required by state guidelines; such equipment
shall be compatible with the City's fire service agencies' equipment,
Vehicle maintenance shall be the responsibility of the contractor in accordance with the
warranty maintenance specifications of the vehicle manufacturer, Records shall be kept
for all maintenance and repair work and shall be made available to the City upon
request. The City expects all ambulances and equipment used in the performance of
the project will be maintained in an excellent manner. Any ambulance, support vehicle,
and/or piece of equipment with any deficiency that compromises its function must be
immediately removed from service. All maintenance costs shall be the responsibility of
the contractor. Any vehicle repairs, parts replacements, or general up-keep shall be the
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Contract_Emergency Ambulance_Services
•
responsibility of the contractor. Vehicles are to be kept clean and fully stocked. The
contractor shall maintain, store, and dispose of all bio-medical equipment and
byproducts in accordance with the appropriate state and OSHA guidelines.
1. Equipment Requirements
•
Each ambulance unit shall be equipped with the required medical supplies,
medications, bandages, splints, airway and suction equipment, oxygen and
other supplies and disposable goods as required by State of Florida guidelines.
It is the responsibility of the contractor to maintain sufficient quantities of goods
and supplies to adequately stock and re-stock vehicles without interruption of
services. The contractor is expected to have additional supplies and equipment
in a secure location within the City of Ocoee or general area, to allow the re-
stocking of first line vehicles 24 hours per day, 7 days"per week throughout the
contract period.
2. Replacement of Medications and Medical Supplies for City of Ocoee
Fire Rescue
The contractor shall develop written guidelines, subject to approval by the City
Manager, for the replacement of or payment for applicable medications, medical
supplies, disposable splinting materials, and other disposable supplies utilized
by City of Ocoee Fire Rescue Department in the delivery of patient care. All
such supplies, equipment, and medications shall be replaced on a no cost basis
to the City of Ocoee Fire Rescue Department or the Contractor may reimburse
the City for said medications and supplies. In addition, the contractor must also
develop a controlled substance storage, distribution, usage, and documentation
policy that satisfies any applicable laws and the policies of the respective
Medical Director.
B. Coverage and Availability
These specifications are for a performance contract. The City neither accepts nor
rejects the contractor's level of effort estimates, rather the City accepts the contractor's
financially guaranteed commitment to employ whatever level of effort is necessary to
achieve response time and performance results required by the terms of the contract as
outlined in these specifications.
1. Initial Ambulance Coverage Plan: Notwithstanding the above, the
proposals must include descriptions of Respondent's initial ambulance
coverage plans for the City of Ocoee service area, the number of
ambulance and reserve ambulance units required, supervisory units,
personnel and other components that it will utilize to meet the
performance standards required herein. Acceptance by the City of the
Respondent's offer shall not be construed as acceptance of the
Respondent's performance.
2. Ambulance Service Zones: The contractor shall establish a series of
,ambulance service zones to analyze alarm activities throughout the City
of Ocoee service area. These zones shall coincide with the fire
department response areas. Numbering of the service zones shall be
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consistent with City of Ocoee Fire Rescue Department station response
areas.
3. 2417 Coverage: It is the intent of this proposal to ultimately enter into an
agreement with the contractor that ensures the prescribed services will
be available on a 24-hour a day basis, seven days a week, and 365 days
per year. It is further understood by the contractor that there will be
certain periods of time during the year that service demand will exceed
the normal daily call volume. During these heightened periods of
demand (City cultural. and celebration events, man-made or natural
disasters, hurricanes, mass casualty incidents, and transportation
accidents) the contractor will rapidly increase its staffing and available
ambulances in response to these peak demand periods. The contractor
is required to provide emergency contact information and maintain the
accuracy of this information, in order to contact key personnel during a
critical emergency or during disaster situations.
C. Integration of the City of Ocoee Fire Departments as First Responders
Currently City of Ocoee Fire Rescue provides ALS service from its responding units. On
all incidents, the senior City of Ocoee Fire Rescue Department officer will be
responsible for incident command as espoused by the National Incident Management
System (NIMS). The incident commander may, when appropriate, designate the
contractor's EMS supervisor or lead paramedic as the medical group supervisor based
on NIMS procedures. Primary patient care will be the responsibility of the agency that
arrives on scene first and initiates patient care. When initiated by fire service personnel,
primary patient care may be turned over to the contactor's paramedic for continuance of
care and transportation. Fire personnel will support the care provided by the contractor
on-scene, and when the situation warrants, will accompany ambulance personnel in the
ambulance by providing care enroute to the hospital.
D. Risk Management and Loss Control Provisions
The City believes that education and aggressive prevention of conditions in which
losses occur, is the best mechanism to avoid injuries to the contractor staff; City
personnel and patients. Therefore, the City requires the contractor, ata minimum, to
employ the following risk management processes. Pre-screening, of potential
employees (including drug testing), initial and ongoing driver training using a curriculum
equivalent to EVOC, significant event investigations (e.g., motor vehicle accident with
injuries or any vehicle accident which requires the towing of the ambulance from the
scene of the accident), lifting technique training, hazard reduction training and other
training or policy guidelines that are directed towards injury prevention and accident
avoidance. If requested by the City, the contractor will provide the City an annual report
of their risk management activities and adverse events.
Note: The pre-screening of employees must begin at the initiation of the contract.
E. Deployment Planning and Disaster Response
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Contract_Emergency Ambulance_Services
The contractor shall be actively involved in planning for and responding to any declared
or undeclared disaster in the City. Disaster coordination is to be facilitated through City
of Ocoee Fire Rescue, the City, and Orange County Office of Emergency Management.
1. Planning Documents: The contractor is expected to develop, within 90
days of the start of this service contract, a mass casualty incident plan
and an emergency disaster plan following the NIMS incident command
system guidelines. This plan will be submitted to the City's emergency
manager and the fire chiefs for review and incorporation into the City's
Emergency Management Plan.
2. Supervisory Training and Participation in Drills and Exercises: The
contractor's supervisory personnel will be required to complete incident
command training and hazardous material training as required by the
City. Contractor involvement shall include participation in training, drills
and exercise without additional charge to the City. The contractor may
be considered for eligible grant funding when applicable, for the above
described drills and exercises. Within 30 days of contract
implementation, all EMS providers will be certified in IS-700 and ICS-
100. In addition, all supervisory personnel or those designated to act as
supervisors will also be certified in IS-800 and ICS-200.
3. Evacuation Planning: The contractor is expected to work directly with
all local medical facilities, the Fire Chief and the City of Ocoee Office of
Emergency Management in developing a medical facility evacuation plan
for City of Ocoee. This plan is to be developed within 180 days from the
start of the service contract and presented to the City's emergency
manager for review and inclusion into the City's Emergency
Management Plan.
4. Performance Criteria During Disaster Situations: In the event of a
disaster within the City of Ocoee or the contractor responds to a disaster
in a neighboring jurisdiction, normal operations shall be suspended and
the contractor shall respond in accordance with the respective disaster
planning document. The contractor shall use the best efforts to maintain
primary emergency services in the City. During the period of a declared
disaster or MCI, the City will not impose performance requirements for
response times and other performance criteria.
F. Service Inquiries and Managing Complaints
The contractor shall log all inquiries and service complaints, including complaints
involving billing and collection issues.The contractor shall provide prompt response and
follow-up to such inquiries and complaints. Such responses shall be subject to the
limitation imposed by patient confidentiality restrictions and HIPAA privacy rules.
The contractor shall on a monthly basis submit to the City a list of all complaints
received and their appropriate disposition/resolution. Copies of any inquiries and
resolutions of a clinical nature shall also be referred to the contractor's Medical Director
within (24) hours.
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Contract_Emergency_Ambulance_Services
It is the desire of the City that the contractor notify the Fire Chief regarding the most
egregious or criminal actions that could reflect negatively on the City or its employees.
In these situations it is essential that this notification be made as soon as possible and
apart from the monthly reporting process.
G. Prohibition of Contract Transfer without Prior Approval
The contractor agrees that they will not transfer or assign any provisions of the contract to
another entity or service provider without prior written approval of the City.
4. EMPLOYMENT PRACTICES
A. Personnel Qualifications and Staffing
All Ambulances rendering services under the contract shall be staffed and equipped to
render ALS level care. The paramedic shall be the primary caregiver for all emergency
patients and shall accompany all patients in the back of the ambulance during any
patient transportation except as otherwise permitted under Orange County protocols.
1. Minimum Staffing: The contractor is required to staff a minimum of one
(1) EMT-P and one (1) EMT-B. At the contractor's option the requirement
for EMT staffing levels on any units may be enhanced to higher levels of
training without obligation to the City.
2. Qualifications: Personnel will be appropriately certified or licensed by
the State of Florida and their functional privileges will be specifically
authorized by the Orange County Medical Director in accordance with
medical oversight policies.
3. Professionalism: The City expects and requires professional and
courteous control and appearance at all times from the contractor's
ambulance personnel, supervisors, middle managers and top
executives. The contractor shall address and correct any occasional
departure from this standard of conduct.
4. Employment Practices and Background Checks: All persons
employed by the contractor shall undergo a criminal record check
conducted by the contractor..It is the City's intent in requiring a criminal
record check that the contractor is aware of any felony or misdemeanor
convictions that could be a factor related to an individual's performance
in an EMS system. This should include, at a minimum convictions related
to driving under the influence, drug related offenses, and sexual offenses
including rape, child abuse, and spousal abuse. The contractor must
independently judge the employability and potential liability associated
with employing any individual with a past history of such offenses. The
contractor shall provide the City with its specific policies concerning
sexual harassment. In addition, the contractor shall provide as part of
this proposal its employment polices relating to the hiring of employees
with felony and misdemeanor convictions. The contractor shall not
employ or retain any employee whose Florida drivers' license is revoked
or currently suspended.
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Contract_Ernergency_Ambulance_Services
5. Key Personnel: The City will, in part, base the award of the contract
upon the qualifications of the organization and upon the qualifications of
its key personnel. The contractor will be expected to furnish the
personnel identified in the proposal submitted and throughout the term of
the contract. The contractor is expected to furnish the same personnel
or replacement personnel with equal or superior qualifications. It is the
specific intent of this provision to prevent "bait and switch" bidding
practice whether intended or not.
6. Experience: The City will, in part, base its award on the experience of
the provider and key staff personnel in administering, managing, and
operating a 911 emergency transport system.
B. OSHA and Other Regulatory Compliance
It is the City's expectation that the contractor will adopt procedures specifically for the
City of Ocoee contract that will meet or exceed the regulatory requirements for
occupational safety and health including but not limited to infection control, blood borne
pathogens and Tuberculosis. These precautions shall be designed for both the safety of
ambulance personnel and City of Ocoee Fire Rescue Department first responders.
Additionally, such measures would include, but not be limited to written procedures and
directives, universal precautions, periodic training and safety alerts, annual medical
screenings and the wearing of personal protection equipment. The Contractor shall
insure adherence to all Health Insurance Portability and Accountability Act (HIPAA)
guidelines.
C. Discrimination Prohibited
Throughout the performance of the contract, the contractor agrees that it will comply
with all applicable provisions of federal, state and local laws and regulations prohibiting
discrimination. Specifically, the contractor warrants that it will fully comply with Title VI
and VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act
(ADA), and all other regulations promulgated hereunder. The contractor will not
discriminate against any employee or applicant for employment because of race,
religion, color, disability, national origin, sex, sexual orientation or age.
D. Establish a Drug-Free Workplace
The contractor agrees, in accordance with Florida laws, to establish a Drug-Free
workplace within its City of Ocoee operations. These guidelines will include, but not be
limited to:
1. A published statement notifying employee that the unlawful manufacture,
distribution, dispensing, possession, or use of a controlled substance is
prohibited in the workplace and specifying the actions that will be taken
against employees for violations of such prohibition.
2. Inform the employee about the dangers of drug abuse in the workplace,
the company's policy of maintaining a drug-free workplace, any available
drug counseling, rehabilitation, employee assistance programs and the
24
•
Contract_Emergency_Ambulance_Services
•
penalties that may be imposed upon the employees for drug abuse
violations. 1
3. Give each employee a copy of the statement specified in Paragraph 1.
4. Impose a sanction on, or require satisfactory participation in a drug
assistance or rehabilitation program, by any employee convicted of a
drug related crime or determined to be in violation of the contractors'
drug and alcohol control policy.
5. At the beginning of the contract period have a drug-testing program in
effect that addresses both pre-employment drug screening and the
periodic testing of employees.
•
5. FINANCIAL AND ADMINISTRATIVE PROVISIONS
A. Term of Contract and Renewal Provisions
The initial term of the contract ultimately executed by the contractor shall be for a period
of three (3) years beginning September 1, 2012. The City may offer, at its sole option,
and based in part upon the contractor's superior performance, two (2) twelve (12)
month renewals. The offer of extension shall be for one 12-month extension after the
completion of the initial three (3)-year contract period and then a second 12-month
extension at the completion of the first 12-month extension period. Each extension will
be considered independent of the other and will be offered at the sole option of the City.
If the City determines that an extension of the contract is warranted, such offer shall be
made at least six months prior to the scheduled end of the term of the contract or
previously granted extension.
B. Methods and Form of Compensation
The contractor receives a variety of compensation for providing services. The following
are the specific types of compensation available to the contractor in this procurement.
1. Market Rights: The City, except as otherwise outlined in these
specifications, shall utilize the contractor as the primary provider of
emergency response and ambulance transport services within the
defined service area boundaries. ,
2. User Fees: The primary financial compensation for the contractor for the
services rendered under this RFP will be from funds received for fee-for-
service billings and collections and contractual arrangements with
insurance organizations and other payers.
3. Local Subsidy: The City desires a no subsidy contract; however, the
Ocoee City Commission may include into the contract a final
subsidy/user fee mix if deemed appropriate. Any contractor fee subsidy
must include a rate and fee structure as well as any inflationary rate and
fee plan of said fee structure.
25
Contract_Emergency_Ambulance_Services
:.r:.-,.;,/+yrs-....::�.:::::::.._:..::::.:!:i•.:.::_.:.:, .:_._..._, c_...........:................,., . .................. ...:.:_v.....,•,........:.:.. _ ....._..:..•:.::.-:. --, _
4. First Responder Assistance; The contractor shall have the benefit of
BLS and ALS level first responder services throughout the entire service
area.
5. Term of Offer: The term of the Respondent's offer shall be in effect for
at least 120 days from the closing date of this request for proposals.
C. Ambulance Fees and Guidelines for Rate Increases
The contractor shall be entitled to charge patients for the services rendered according
to the patient fee schedules included and proposed by the contractor as part of this
procurement process. The proposed rate schedule shall be in effect for the initial 12
months of operations and shall not be increased during this timeframe. All emergency
transport rates shall be based on the patient condition or the services rendered. There
is no intent on the City's part to require ALS care on every situation found.
The contractor shall provide as part of their proposal a comprehensive rate schedule for
all services, materials, medications, and other actions or items that may be billed to a
patient in the course of their treatment and transport. The contents and description of
the "Proposed Rate Schedule" shall include, but not be limited to the following:
• Whether a"bundled or unbundled" rate structure is being proposed.
• Single Base Rate Charge and what items are included and excluded
from the base charge.
• If "unbundled", a complete schedule of charges for medical supplies,
equipment, procedures or other services that may be charged to the
patient.
• Oxygen charge
• Mileage charge
• Emergency stand-by charge at special events
Disclosure of Fee Schedule: It is the City's desire to provide complete disclosure of all
charges and fees associated with the delivery of ambulance services. As such the
contractor shall establish as part of this proposal its full and complete rate schedule for
all services and charges. These charges shall be posted at the contractor's business
office, be made available as a handout to all patients and/or family members, and be
posted on the contractor's web page. The contractor may not deviate or alter the
established fee schedule without prior written authorization by the Ocoee City
Commission.
Rate Increases: The contractor may request a rate increase after the initial 12 months
of operations and base this requests on market factors, collection rates, and inflationary
impacts in the City of Ocoee area. Request for rate increases are to be made in writing
to City's Fire Chief. The Fire Chief shall investigate the situation and make a
recommendation to the Ocoee City Commission. All changes to ambulance rates are
made by the City Commission. Any contract rate structure increase shall be in effect for
a minimum of 12 months. In no instance may the contractor request more than one rate
increase within any consecutive 12 month period.
26
Contract_Emergency_Ambulance_Services
The Contractor agrees that City of Ocoee employees and family members who are
covered by current City of Ocoee health care benefits may be transported by the Ocoee
Fire Department.
In the event that patient transports are performed by the City of Ocoee Fire Department
in order to satisfy the requirements of the Orange County Medical Director's protocols
or for any other valid reason as determined by the City, and subject to the City acquiring
the Medicare and Medicaid numbers as described below, the City shall provide
necessary patient and billing information to the Contractor and Contractor shall act as
the City's billing agency for such claims. Contractor shall remit all funds received to the
City, minus an administrative fee of Twenty Dollars ($20.00) per claim. Both the City
and the Contractor agree that the aforementioned Contractor billing for transports
performed by the City of Ocoee Fire Department will not commence until after the City
obtains both Medicare and Medicaid numbers for their agency. Any necessary
transports performed by the City prior to that time will not be subject to billing.
D. Billing System and Access to Information
The contractor shall conduct all billing and collection functions for the EMS system in a
professional and courteous manner. The City's goal is for the contractor to collect the
maximum amount available from patients and third party payers, without unduly
pressuring those who legitimately cannot pay.
The Respondent must fully outline its billing and collection policies and procedures in its
proposal. This should include samples of invoices, reminders, telephone collection
methods, and handling accounts turned over to collection. Policies about acceptance of
assignment and write-off should be specifically addressed.
1. Local Access: A specified local phone number for inquiries from
patients and third party payers shall be provided by the contractor for
patient's use.
2. Web Page Access: The contractor shall provide billing and payment
information in a web based format. Patients shall have the opportunity to
make inquiries, access service fees and locate company contact
information.
3. On-scene Collection Prohibited: For services provided within the City
of Ocoee service area, the contractor shall-not engage in on-scene
collection for local services at scene, enroute, or upon delivery of the
patient at the receiving medical facility.
4. Third-Party Billing and Collection: The contractor may engage, at its
sole expense, a third-party agent to provide EMS billing and collection
services.
5. Audits and Inspections: If requested by the City, the contractor shall
provide the City with an annual audited consolidated financial statement
prepared by an independent public accounting firm in accordance with
27
Contract_Emergency_Ambulance_Services
generally accepted accounting principles consistently applied.
Statements shall be available within 150 days of the close of each fiscal •
year.
At any time during normal business hours and as often as may be reasonably deemed
necessary, City representatives may observe the contractors office operations, and the
contractor shall make available to the City for its examination any and all business
records, including incident reports, patient records, and financial records of the
contractor pertaining to the contract. The City may audit, request a subsequent audit or
a special audit, copy, make transcripts, or otherwise reproduce such records including
but not limited to contracts, payroll, accounts receivable, inventory, personnel, and
other records, daily logs, employment agreements, and other documentation for the
City to fulfill its oversight role.
•
A City representative may ride as a "third-person" on any of the contractors ambulance
units at any time, provided, that in exercising this right to inspection and observation,
City representatives shall conduct themselves in a professional and courteous manner, •
shall not interfere with the contractors employees' duties, and shall at all times be •
respectful of the contractor's employer/employee relationship.
E. Federal Employer Identification Number and Corporate Identification
The contractor shall provide all vital and accurate information relating corporate
information as registered with State of Florida, the Florida Department of Business and .••
Professional Regulations, and the federal government. Such information shall include at
a minimum but not limited to the following:
• Name of corporation
• Type of corporation
• Authorization to transact business in Florida
• Registration of any fictitious names
• Names of officers
• Corporate address
• Federal identification number
• Contact person for company
• Name and title of person authorized to sign legal documents on behalf of
the company
F. Demonstration Depth and Stability of Financial
Respondents may be required to provide evidence of financial stability, which clearly
documents the financial history of the organizations and demonstrates that the
Respondent has:
• The financial capacity to handle the expansion (including implementation
and start-up costs) necessitated by the award of the contract.
• Respondents shall include copies of its financial statements for the most
recent two-year period. Audited financial records are preferable. If
audited financial records are unavailable, Respondent must provide un-
audited financial statements supported by federal tax returns. In cases
28
Contract_Emergency_Ambulance_Services
..::s
•
where the Respondent is forming a new entity, the financial records of
the parent company shall be available for review.
• Has expertise in billing Medicare-Part B and other 3rd party payers of
ambulance services (or contracts with a third-party agency with
necessary expertise).
• Respondent shall provide information, which demonstrates a clear and
convincing capability to implement and manage a billing and collection
system. The Respondent should include information about what steps,
policies, procedures, training, equipment and management techniques
would be utilized on award of the contract.
• Has the ability to secure insurance coverage's required under this
procurement. Any existing self-insurance plan used for the purpose of
qualification must substantially meet the requirements set forth in the
RFP.
• Respondent shall detail any and all notifications of pending insurance
(separate listing for auto and professional liability) claims, investigations,
and settlements including both status and resolution.
(Remainder of page left blank intentionally)
29
Contract_Emergency_Ambulance_Services
................. ;r.n ac. . .r.a.:rAl.:r,i.. ....... _ ... t. •.rxr: ;: •.�i• ... .......... :?i);.. ,:r:..,._ C:a....r.r_fer.:0.:
......... „
i
i
i
EXHIBIT B
Service Area Map
Service Area Map
Ir I ,` . �4
rilo p
#311 !.
Allio.
f_
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1,
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9 S:h141 _`
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111
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ii
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0 , w t
Service Area--Ony of Ocoee
D n.2s co
t 1.k neotpotated Territory
v Mro and Other Nfuniapaikies
',err:'
30
Contract_Emergency_Ambulance_Services
••,•:.�'..... .. •.... .:... .. ...•-•••—••••,- • •:.r:a:: F __ ___ -
is
EXHIBIT C
Insurance
The Contractor shall maintain insurance coverage reflecting the minimum amounts and
conditions required by the City.
The Contractor shall not commence any work in connection with the contract until all of the
following types of insurance have been obtained and such insurance has been approved by the
City, nor shall the Contractor allow any subcontractor to commence work on a subcontract until
all similar insurance required of the subcontractor has been so obtained and approved.
Policies other than Workers' Compensation shall be issued only by companies authorized by
subsisting certificates of authority issued to the companies by the Department of Insurance of
Florida which maintain a Best's Rating of"A" or better and a Financial Size Category of"VII" or
better according to the A.M. Best Company. Policies for Workers' Compensation may be
issued by companies authorized as a group self-insurer by F.S. 440.57, Florida Statutes.
a) Loss Deductible Clause: The City shall be exempt from, and in no way liable for, any
sums of money which may represent a deductible in any insurance policy. The
payment of such deductible shall be the sole responsibility of the Contractor and/or
subcontractor providing such insurance.
b) Workers' Compensation Insurance: The Contractor shall obtain during the life of the
contract, Worker's Compensation Insurance with Employer's Liability Limits of
$500,000/$500,000/$500,000 for all the Contractor's employees connected with the
work of this project and, in the event any work is sublet, the Contractor shall require the
subcontractor similarly to provide Workers' Compensation Insurance for all of the
latter's employees unless such employees are covered by the protection afforded by
the Contractor. Such insurance shall comply fully with the Florida Workers'
Compensation Law. In case any class of employees engaged in hazardous work under
the contract for the City is not protected under the Workers' Compensation statute, the
Contractor shall provide, and cause each subcontractor to provide adequate insurance,
satisfactory to the City, for the protection of the Contractor's employees not otherwise
protected. The policy shall include a Waiver of Subrogation in favor of the City.
c) Contractor's Public Liability and Property Damage Insurance: The Contractor shall
obtain during the life of this Contract COMMERCIAL AUTOMOBILE COVERAGE, this
policy should name the City of Ocoee as an additional insured, and shall protect the
Contractor and the City from claims for damage for personal injury, including accidental
death, as well as claims for property damages which may arise from operations under
this Contract whether such operations be by the Contractor or by anyone directly or
indirectly employed by the Contractor, and the amounts of such insurance shall be the
minimum limits as follows:
1) Automobile Bodily Injury Liability& Property Damage Liability
• $1,000,000 Combined single limit per occurrence (each person, each
accident)
■ All covered automobile will be covered via symbol 1
■ Liability coverage will include hired & non-owned automobile liability
• Include Waiver of Subrogation in favor of the City
31
Contract_Emergency_Ambulance_Services
:::.:�-:sem_..__...:......, . ........._. ... .. .................... . ... ...-- - .......... .._- _.
2) Comprehensive General Liability (Claims Made From) - this policy should name
the City as an additional insured and should indicate that the insurance of the
Contractor is primary and non-contributory. When coverage is written on a
claims made basis, any change in carriers requires that the retroactive date will
include the previous terms and Contractor shall provide City thirty (30) days
advance notice of such change. If there is a change in the coverage form, tail
coverage will be secured for a period of not less than two (2) years.
• $2,000,000 GENERAL AGGREGATE
• $2,000,000 PRODUCTS-COMPLETED OPERATIONS AGGREGATE
• $1,000,000 PER OCCURRENCE
• $1,000,000 PERSONAL&ADVERTISING INJURY
• Include Waiver of Subrogation in favor of the City
3) Subcontractor's Comprehensive General Liability, Automobile Liability and
Worker's Compensation Insurance: The Contractor shall require each
subcontractor to procure and maintain during the life of this subcontract,
insurance of the type specified above or insure the activities of these
subcontractors in the Contractor's policy, as specified above.
4) City's Protective Liability Insurance: N/A.
5) Contractual Liability: If the project is not bonded, the Contractor's insurance
shall also include contractual liability coverage to insure the fulfillment of the
contract. NOTE: FOR PUBLIC LIABILITY INSURANCE AND AUTOMOBILE
LIABILITY INSURANCE, THE CITY SHALL BE NAMED AS ADDITIONAL
INSURED.
■ $1,000,000 PER OCCURRENCE
• $2,000,000 AGGREGATE
6) Commercial Umbrella:
■ $1,000,000 PER OCCURRENCE
• $2,000,000 Aggregate
. • Including Employer's Liability and Contractual Liability
7) Builders Risk: N/A
8) Certificates of Insurance: Certificate of Insurance Form (see sample below),
naming the City as an additional insured will be furnished by the Contractor
upon notice of award. These shall be completed by the authorized Resident
Agent and returned to the office of the Purchasing Agent. This certificate shall
be dated and show:
i) The name of the insured Contractor, the specific job by name and job
number, the name of the insurer, the number of the policy, its effective
date, its termination date.
ii) Statement that the insurer shall mail notice to the City at least thirty (30)
days prior to any material changes in provisions or cancellation of the
32
Contract_Emergency_Ambulance_Services
policy, except ten (10) days written notice of cancellation for non-
payment of premium.
I AcoRa.. CERTIFICATE OF LIABILITY INSURANCE 11iO4iO4
emote= MIS tabOVICATS =MOM Ala8m1R Of DOS
ONLY AND comma NO ItSDITO MOMS CORTSICATE
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Raterzeor••Ikea MUM&
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oirf RMOROMIR. ORGORORGOaa NOOROUNIOROIRP 0001.0313•1011 Raraaff•Ma01110131011140ollaW RIONO3 Ca
WaRSIONINIINIRRMCIPooroOplali103001111310•111a110•31110.110.331.0•3/11aTOROOOLOOlamaCal101aaaa ea auft
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WAR=XIX11•""" OtaLUI• •OlOatt 500,000
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lref 1 Occ 1,000,000
ntainocoof annaTen leaPONDONASODICOnria Ansana,fanaptin MOM.ennead
San insorano• avidenand by thin certitionto glean noon the castif ice te
holders an laa addle f eeel.inaored on an Cameral LiOhtlLty 0,tbobralla
Worbors. Ocopenastion, Smployara. Liability I General Liability
shall contain•Waiver of Subrogation in favor of the nertifloatn boldar.
00.certificate 0o3.d. is szoolitsuacIftcPulkiacaBisk.
CIROMagt HOLDER OANCIDIAINDI
ggoi mallala Off or Tamaaklaaalaaa3010.1CRa aliOar.O.120 MORROW woo.
DM MOOR TIM MOO NaVana mat VORMORItouo anavonne
City 00 Ocoee 1.0300310113SCIIMMOR MOOR moat TO ROLM MR laaalala100$33 ORM
Vina.110 01130/0103talilaaanv ar MO OW WORM MORO YOKO OR
150 N. Labeshore Drive
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1101$30 030013030 alaa
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•
•
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33
Contract Emergency Ambulance Services
•
EXHIBIT D
Contractor's Response to City of Ocoee's RFP #12-005
'34
Contract_Emergency Ambulance_Services
caante,a(Con!GA
PROPOSAL TO PROVIDE EMERGENCY AMBULANCE SERVICES -,._•
FOR THE CITY OF OCOEE
Jima,.. .
" CERTIFICATE OF LIABILITY INSURANCEMMUS
THIS CERTIFICATE IB ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POUCIES
BELOW,WWI CERTIFICATE OF INSURANCE DOCS NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER'S),AUTHORIZED
REPRESENTATIVE CR PRODUCER,AND TRH 0ERI1FICATB HOLDER.
IMPORTANT;N the aNlliosie holder Is an ACI51T1ONAL INSURED,the pollay(W)must be endorsed,If SUBROGATION IS WAIVED,subtest to
the lentil and eondillone of the policy,certain pollelea may raqulre on endorsement,A statement on this ceilfeNe does not confer rights to the i
oortlliwM holder In lieu of such endorsement's).
..OUGHT ACT B
Awn Risk Insurance services last, me, NW:a•rux ABX tug 513.11% a
Mania AZ Of fico s.0 �t,.e,us.k
2555 East wellback Rd,
PhoenixO0
AZ 85016 USA ss.
IMAMS)APFORO0f0 COYCIAOE NMI
Mateo el/Meek ACE Marken insurance Company 22667
aural/Retro Corp. and all Sulsldlarias
Affiliates, and Other eusftuss Assoc. ILIUM& Lexington Mauna('Company 191ST
eened operated or controlled by MUM*aural Retro
9221 Via Oeventura 1110.11031 12
SCOtcudsle A2 85258 USA 0/005 15
MISUSER R
COVERAGES CERTIFlCATENUMBER:6700401104E0 REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED SCUM HAVE BEEN ISSUED TO THE INSURED NAMED MOVE FOR THE POLICY PERIOD
INDICATED.NOIWITHSTANDINO ANY REQUIREMENT TERM OR COEDITOR OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE NAY OE ISSUED OA MAY PERTAN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERNS,
EXCLUSIONS AND CONDITIONS OF SUCH POUCIES.UNITS SHOWN MAY HAVE BEEN REDUCED B'9 PAID CLAUS. Limits sheen ora n requested
Lia COMMaorulawMlea NI. lav rouerlasarn
LOWS
LMSRa pOY 3797001 OM UCH OCWRROO6 91,000,000
X wuAMCTAL OM IeRALDAeury SIR appltos per policy tares a condi ions .,.,net TOaaWUO 910,000
IR11/668 Mamma-A
X OLac1LUCE EoocUR ASO Ela Par OM were 39,000
x p0w'9014e0y FeASCVL a ADVIDURY 11,000,000 S
09119IALMONVIOATE 95,000.000
Glut SOORMAIESOSTPOPR MOULTS•CONrOP AM $1,000,000
'71 FOULS n LOC en 31.000.000
A AUTOnr:aat UUIIi1Y ISA 508696561 01/01/2012 Oi/01/0013*SWAM eneLELAn 52,000,000 F
L____. a woo-ea
X Mf/AUTO =SW WRY 1Pap,naq Ao
—Ma MUM SCHECIAED e06LYNALTYP,reatle0
AN AUTON
PROPERTY DAMAO!
AS V No110nea w ie_AVf05
Se x uoro.toUue %C'cilR 8797002 o1/01/3012 01/01/2013 e,cH000Uionic $2,000,000 t£�
exoatwAs x cLAVS31AAE AaormcAta 32,000,000
CEO' !Rerun= maw. 'O,
, A WOlnMAS COOPSI/MT10NAM RtPC467E2422 09/01/20120i/Os/2013 R'mLL I 1#H
EI/LOIenr USURY
Mr p0W11KIVOINIR11MU 1Imw Aw r iLeACM ACCOO,T 32,000.000
. OryEtne[AO[e OCLUUEUT HN 11IA
mammy se MO a L.COMAlAAESPLOTCE 52400.000
tY.h,w00W,.
OS2OPr101 CO OPneoro,mbos., IL.rrsAaasv.jCY MIT 32,000.000_
e Excess Auto Lia 021301532 00/01/203.2 05/01/2011 Each occurrence So,OoO,0O0
SIR applies per policy terns S condi {0115
mammon or SPOUT/018/LOOAT10111 ND a0-CS IAr0 ACORe O/1,04rrt a.n.lr a.L.Me 1/ren.prr l."T'RwI
cit of Ocoee is included as Add'Lionel insured as required by written contract,bat limited to the operations of the Insteadunder said cvKract per the applicable endarseeent with respect to the General Liability end AutomobileLiab Il It poi Ides,
Ilse General Liability coverage evidenced herein is Prlesry and Ron-contributory to other insurance avalable to
certificate Iwlder, but only to the cextent requlrad by wMtc.n yCo ntract with the insured. A Waiver of subrogation s granted
contract,withrrespeectatoetherGeneralaiiabbill ty irAutoiobfl.ALiabi I ity anddworkers'oCompensation policies. under said
CERTIFICATE HOLDER CANCELLATION MI
to
0/000 Mn OF TRC 0.1.0Vt descMeis}MAXIS al CNIc.LIO MOSS YK
LOVIA1100I OATS hko[OP.110110E WSA se beuie 01 in ACCORbMICe WITH TIC
0000TfkOViONiiu. 4.,
City of 00000 AUIIWR®ORYPaatallrAnrl
' 150 N. Lakeshore Drive �••,r Fes^
Ocoee FL 31781-2258 USA e n✓l a radttatso HaValAd .44 i
401988.2010 ACORD CORPORATION.All aphis reserved.
ACORD 26(2010105) The ACORD name and logo on reglilerod masks of ACORD
•
RFP#12 005 At../; RaraJ/rkletro Page 165
j Ambulance g
RURAL/ M ETRO
People taking care of people...Together we can do anything)
June 25,2015
City of Ocoee Mayor and Commission
150 N.Lakeshore Drive
Ocoee,FL 34761
Re: Extension of Emergency Ambulance Transportation Services Agreement
Dear Mayor Vandergrift and Commissioners:
This letter confirms the intent of Rural/Metro Corporation of Florida, a Florida corporation doing
business as Rural/Metro Ambulance("Rural/Metro"),to extend the Agreement for Emergency
Ambulance Transportation Services,effective September 1, 2012("Agreement"),with the City of
Ocoee,a Florida municipal corporation("City"). Rural/Metro greatly values the working relationship
that has developed between the parties and hereby expresses its desire to extend the Agreement for an
additional twelve(12)months commencing as of September 1,2015 and ending on August 31,2016.
Section 14 of the Agreement states that the City may offer a twelve-month extension to the Agreement.
Rural/Metro proposes that the provision of ambulance transportation services during the extension will
continue consistent with the scope of services outlined in the Agreement. Consistent with Section 2 of
the Agreement,the City will not be responsible for any compensation or reimbursement expenses to
Rural/Metro. The financial compensation for Rural/Metro's services will be collected from funds
received for service, billings,collections, and contractual arrangements with insurance organizations or
other payers. The City Commission shall approve the fee schedule and any increases. Supplies,
equipment,and medications that are used by the City of Ocoee Fire and Rescue Department in the
delivery of patient care shall be replaced at no cost to the City.
If the City is amenable to an extension of the Agreement under these terms,please provide a
confirming correspondence. If you have any questions or would like to discuss this matter further,
please do not hesitate to contact me.
Sincerely,
400.
Mark Lashley
Division President
8465 N.Pima Road,Scottsdale,AZ 85258
November 10,2016
VIA ELECTRONIC DELIVERY
City of Ocoee City of Ocoee
Attn: Robert D. Frank Attn: Finance Dept.
150 N. Lakeshore Dr. 150 N. Lakeshore Dr.
Ocoee, Florida 34761 Ocoee,Florida 34761
Re: Agreement for Emergency Ambulance Transportation Services by and between the City of
Ocoee and Rural/Metro Corporation of Florida, Inc. (the"Agreement")
Dear Mr. Frank:
This letter is written to you as our valued partner and stakeholder in the delivery of ambulance services.
This letter also provides an update regarding American Medical Response's acquisition of Rural/Metro
that closed October 28, 2015 and, respectfully, requests that the Agreement set forth above be assigned
by Rural/Metro Corporation of Florida, Inc. to LifeFleet Southeast, Inc., d/b/a American Medical
Response as part of integrating our companies in Florida. Rural/Metro Corporation of Florida, Inc. and
LifeFleet Southeast, Inc., d/b/a American Medical Response, are sister-companies under 100%common
ownership by AMR HoldCo,Inc. ("AMR").
The integration of Rural/Metro with AMR has taken place across the country over the last year on a
market-by-market basis. The process of combining the two largest ambulance providers in the United
States has been a challenging but rewarding experience. In the markets that have been integrated, the
rewards have been improved patient care, costs savings,and improved ambulance services delivery. ,We
are very excited about integrating our Florida markets. We look forward to continuing our relationship
and honoring all our commitments but as a combined operation and under the AMR name.
In accordance with our requirements, we would appreciate if you would execute this letter in the space
indicated below as evidence that you consent to the transfer of the Agreement from Rural/Metro
Corporation of Florida, Inc. to LifeFleet Southeast, Inc., d/b/a American Medical Response pursuant to
Section 29 of the Agreement without any further action required effective as of November 1,2016. Once
executed,please return this letter to us by email or mail to:
American Medical Response
attn.: Legal Dept.
6363 S. Fiddler's Green Circle, Suite 1400
Greenwood Village, CO 80111
Email: Danelle.Kelling@amr.net
We respectfully request your consent by November 15,2016. As always,please do not hesitate to address
any general questions to myself at 813.885.3955 ext.237.Additionally,for any additional questions about
Page I 1
AMR.
Arf[rri_AN mtL, ca; Rt_FUr.SE
our companies or further assurances are needed,feel free to contact our in-house attorney,Dandle Kelling
at 480.606.3605.
Very truly yours,
AMERICAN MEDICAL RESPONSE AND RURAL/METRO
l
Tomas Diaz
Regional Director
The undersigned,an authorized official of the entity named below,hereby consents to the assignment and
assumption of the above referenced Agreement from Rural/Metro Corporation of Florida,Inc.to LifeFleet
Southeast,Inc., d/b/a American Medical Response effective as of November 1,2016.
Acknowledged and agreed to as of ill/ v , ,2016:
CITY OF OCOEE
,i
By: /fir
Print Name: /41 Era AK--
Print Title: C ' Man e
J
Page 12
FIRST AMENDMENT TO AGREEMENT FOR
EMERGENCY AMBULANCE TRANSPORTATION
SERVICES
THIS FIRST AMENDMENT TO AGREEMENT FOR EMERGENCY AMBULANCE
TRANSPORTATION SERVICES (the "Amendment") is entered into on the day of August, 2016, by
and between the CITY OF OCOEE, a Florida municipal corporation, hereinafter called "Ocoee", and
RURAL/METRO CORPORATION OF FLORIDA, a Florida corporation d/b/a Rural/Metro Ambulance,
hereinafter called"Rural/Metro".
RECITALS
A. Whereas, Ocoee and Rural/Metro entered into an AGREEMENT FOR EMERGENCY
AMBULANCE TRANSPORTATION SERVICES (the "Agreement") dated September 1, 2012,
for emergency ambulance transportation services. The Agreement was extended by mutual
agreement dated June 25, 2015. For purposes of this Amendment, references to the Agreement
include the Agreement, as extended.
B. Whereas, Ocoee and Rural/Metro desire to amend the Agreement subject to the terms and
conditions set forth herein.
AGREEMENT
NOW, THEREFORE, for and in consideration of the foregoing, the mutual promises, covenants,
and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged,the parties hereto agree as follows:
1. Term of Agreement and Renewal Provisions. Pursuant to Section 14, Term of
Agreement, by this Amendment the City hereby extends the Agreement, subject to the terms of the
Agreement and this Amendment, for an additional twelve (12) month period. The term of the extension
to Agreement,by this Amendment,will be from September 1, 2016 through August 31, 2017.
2. Rates. Effective September 1, 2016, the rates set forth in the Agreement shall be
amended as set forth below:
ALS EMERGENCY TRANSPORT LEVEL 1 A0427 $960.28
ALS LEVEL 2 A0433 $1,066.87
ALS NON-EMERGENCY TRANSPORT LEVEL 1 A0426 $960.28
BLS EMERGENCY TRANSPORT A0429 $747.11
BLS NON-EMERGENCY TRANSPORT A0428 $747.11
MILEAGE(PER LOADED MILE) A0425 $12.81
3. Branding. The parties acknowledge that Rural/Metro, in compliance with all local, state
and federal regulations and requirements, will, to the extent feasible and in accordance with a time
schedule determined in its sole discretion, seek to update its branding to "AMR" and/or "American
Medical Response."
4. Effective Date of Amendment. This Amendment shall become effective on September 1,
2016. All of the terms, covenants, conditions, and provisions of the Agreement, unless modified by this
Amendment,are hereby reinstated and remain in full force and effect. ,
Page 1 of 2
IN WITNESS WHEREOF the parties hereto have caused this First Amendment to be executed
by their authorized representatives on the day and year first above written.
RURAL/METRO CORPORATION
OF FLORIDA
By: u vii ., �0—<!
Title:
Signature:
Date: 20/ L
CITY OF OCOEE
By:
41
Rusty Johns() 11, or
ATTEST:
14Lt 1Va/
City Clerk
(SEAL)
APPROVED BY THE CITY OF OCOEE
COMMISSION IN A MEETING HELD ON
Ali1451- /(' , 2016
UNDERS4GENDA ITEM NO. y
FOR USE AND RELIANCE ONLY BY
THE CITY OF OCOEE,FLORIDA;
APPROVED AS TO FORM AND
LEGALITY this I RI-day of
titielv&r- , 2016
SHUFFIELD, LOWMAN&WILSON, P.A.
By:
City
Page 2 of 2
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SECOND AMENDMENT TO AGREEMENT FOR
EMERGENCY AMBULANCE TRANSPORTATION
SERVICES
THIS SECOND AMENDMENT TO AGREEMENT FOR EMERGENCY AMBULANCE
TRANSPORTATION SERVICES (the "Second Amendment") is entered into on the _ day of August,
2017, by and between the CITY OF OCOEE, a Florida municipal corporation, hereinafter called
"Ocoee", and Lifefleet Southeast Inc., a Florida corporation, d/b/a American Medical Response,
hereinafter called"AMR".
RECITALS
A. Whereas, Ocoee and AMR entered into an AGREEMENT FOR EMERGENCY AMBULANCE
TRANSPORTATION SERVICES (the "Agreement") effective September 1, 2012, for
emergency ambulance transportation services.
B. Whereas, the Agreement was extended for twelve (12) months by mutual agreement dated June
25,2015.
C. Whereas,the Agreement was again extended for a twelve (12)month period and amended by the
First Amendment thereto on August 16, 2016. (For purposes of this Second Amendment,
references to the Agreement include the Agreement, as extended and as amended by the First
Amendment thereto.)
D. Whereas, Ocoee and AMR desire to extend the Agreement for an additional 13 month term
subject to the terms and conditions set forth in the Agreement and this Second Amendment.
AGREEMENT
NOW, THEREFORE, for and in consideration of the foregoing,the mutual promises, covenants,
and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged,the parties hereto agree as follows:
1. Term of Agreement and Renewal Provisions. The term of the extension to Agreement,
by this Second Amendment, will be from September 1, 2017 through September 30, 2018; provided,
however,that the either party may terminate this Agreement by providing ninety(90) days written notice
to the other party.
2. Effective Date of Second Amendment. This Second Amendment shall become effective
on September 1, 2017. All of the terms, covenants, conditions, and provisions of the Agreement and
First Amendment thereto, unless modified by this Second Amendment, are hereby reinstated and remain
in full force and effect.
IN WITNESS WHEREOF the parties hereto have caused this Second Amendment to be executed
by their authorized representatives on the day and year first above written.
LIFEFLEET SOUTHEAST, INC.,successor to
RURAL/METRO CORPORATION
OF FLORIDA
By: Edward Van Home
ua naa n
Title: P esic"fe`nr antCEO
Signatu e:f'°t'''""'`t .,,,
Date:A 6f'2;lF)`r
CITY OF OCOEE
By:
Rusty Johnson, Mayor
ATTEST:
Melanie Sibbitt, City Clerk
(SEAL)
APPROVED BY THE CITY OF OCOEE
COMMISSION IN A MEETING HELD ON
, 2017
UNDER AGENDA ITEM NO.
FOR USE AND RELIANCE ONLY BY
THE CITY OF OCOEE,FLORIDA;
APPROVED AS TO FORM AND
LEGALITY this day of
, 2017.
SHUFFIELD,LOWMAN &WILSON,P.A.
By:
City Attorney
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BY CERTIFIED MAIL
rfranks@ci.ocoee.fl.us
August 12,2017
Robert D. Frank, City Manager
City of Ocoee
150 North Lakeshore Dr.
Ocoee,FL 34761
Re: AMR HoldCo.,Inc. proposed transaction with Air Medical Group Holdings,Inc.
Dear Mr.Frank:
As you know, the local American Medical Response provider (the "Local AMR Provider") currently has an
Agreement for Emergency Ambulance Transportation Services, dated September 1, 2012 with your organization.
On August 8,2018,AMR HoldCo,Inc.("AMR")and Air Medical Group Holdings,Inc.("AMGH"),a KKR&Co.,
LP company, announced a transaction (the "Transaction") where AMGH will acquire 100% of AMR. The
Transaction and the combination of AMGH's and AMR's capabilities will create an integrated medical transportation
company with the capacity to serve patients across multiple transport modalities in the patient's time of need. The
combination is expected to transport more than five million patients per year through a fleet of air and ground
ambulances across 46 states and the District of Columbia. Upon completion of the Transaction, the combined
company will adopt a new name that reflects the unique capabilities of the two organizations.
As shown on the pre- and post-closing chart attached as Exhibit A, the Transaction will impact only the ultimate
parent company of the Local AMR Provider and is not a change of control of the Local AMR Provider.We currently
anticipate closing the Transaction in the fourth quarter of 2017.
We are very excited about the Transaction,but would also like to emphasize that the Transaction will not change the
name, branding, Medicare provider number, Medicaid provider number, or tax identification number of the Local
AMR Provider, and is not expected to change the day-to-day management or local operations of the Local AMR
Provider. Corporate and regional leadership of AMR will remain substantially the same as will the CEO of AMR.
In addition,the Local AMR Provider's security arrangements,performance bonds and insurance commitments will
remain intact and unchanged by the Transaction. The Local AMR Provider and AMR look forward to continuing
our relationship and honoring our commitments.
For any questions about the Transaction,please feel free to contact one of our in-house attorneys,Walt Landen, at
303.495.1283, or Danelle Kelling, at 408.606.3605. As always, please do not hesitate to address any general
questions,unrelated to the Transaction,to our local leadership or Regional Director,Tomas Diaz,813-885-3955 ext
237.
Very truly yours,
AMERICAN MEDICAL RESPONSE
Edward B.Van Horne
CEO and President
Enc: Exhibit A: Pre-and Post-Closing Structure Chart
EXHIBIT A
PRE-AND POST-CLOSING STRUCTURE CHART
Pre-C osing r------"NlPost-Closing
z Organization Chart Organization Chart
Envision Healthcare Air Medical Group
Corporation Holdings, Inc.
s
AMR HoldCo, Inc. AMR HoldCo, Inc.
v
American Medical American Medical
Response, Inc. Response, Inc.
r v r •
Local AMR Provider Local AMR Provider
*This is a general organization chart that shows AMR's organizational structure before and after the Transaction.
Several intermediate companies have been omitted for illustration purposes.
2