HomeMy WebLinkAboutCity of Tamarac Resolution R-96-2201
Temp. Reso #7552
Page 1
9/13/96
CITY OF TAMARAC, FLORIDA
RESOLUTION NO. R-96- ZW
A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF TAMARAC, FLORIDA; AUTHORIZING THE
APPROPRIATE CITY OFFICIALS TO EXECUTE AN
AGREEMENT FOR SUPPLEMENTAL FIRST RESPONDER
AND TRANSPORT SERVICES BY AND BETWEEN THE
CITY OF TAMARAC AND MEDICS AMBULANCE SERVICES,
INC.; PROVIDING FOR CONFLICTS; PROVIDING FOR
SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE
DATE.
WHEREAS, the City of Tamarac is providing emergency medical services including
transport in the City of Tamarac beginning October 1,1996; and
WHEREAS, the City determined that its best option for providing emergency
medical services was to design its own system which includes Tamarac Fire Department
units providing the majority of services with significant support from a private sector
provider; and
WHEREAS, the City made its needs and system requirements known to private
providers through the RFP process and subsequent negotiations which ended with the
selection of Medics Ambulance Services, Inc., as the provider for supplemental first
responder and transport services in the City; and
WHEREAS, the City Commission directed City Administration to negotiate an
agreement between the City and Medics Ambulance Services, Inc., to specify how these
services would be provided; and
WHEREAS, the negotiating team consisted of the City Manager, Director of
Finance, Fire Chief, and Finance and Policy Officer; and
WHEREAS, it is the recommendation of the City Manager and negotiating team to
approve the agreement; and
WHEREAS, the City Commission of the City of Tamarac, Florida deems it to be in
the best interests of the citizens and residents of the City of Tamarac to enter into an
■ agreement for supplemental first responder and transport services with Medics Ambulance
Services, Inc.
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF
TAMARAC, FLORIDA:
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Temp. Reso #7552
Page 2
9/13/96
SECTION 1: The foregoing "WHEREAS" clauses are hereby ratified and confirmed
as being true and correct and are hereby made a specific part of this Resolution upon
adoption hereof.
SECTION 2: The appropriate City officials are hereby authorized to execute an
agreement between the City of Tamarac and Medics Ambulance Services, Inc., a copy of
said agreement being attached hereto as "Exhibit A".
SECTION 3: All Resolutions or parts of Resolutions in conflict herewith are
hereby repealed to the extent of such conflict.
SECTION 4: If any provision of this Resolution or the application thereof to any
person or circumstance is held invalid, such invalidity shall not affect other provisions or
applications of this Resolution that can be given effect without the invalid provision or
application, and to this end the provisions of this Resolution are declared to be severable.
SECTION 5: This Resolution shall become effective immediately upon its passage
and adoption.
PASSED, ADOPTED AND APPROVED this day of *-1 1996.
4 tMM4&
ORMAN ABRAMOWITZ
MAYOR
ATTEST:
CAROL A. EVANS
CITY CLERK
I HE BY CERTIFY that I approved this
R LUTION as to form-,
If'T'C1-iELL S. K
CITY ATTORN
RECORD OF COMMISSION
MAYOR
DIST 1:���
DIST 2: V/ PIRM IK,
DIST 3:
DIST 4:
Temp. Reso. #7552
Exhibit A
�07
AGREEMENT
BETWEEN
0 THE CITY OF TAMARAC, FLORIDA
C�
:►1
MEDICS AMBULANCE SERVICES, INC.
PROVIDING FOR SUPPLEMENTAL FIRST RESPONDER AND TRANSPORT
SERVICES
TABLE OF CONTENTS
Article 1 - Definitions...................................................
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Article 2 - Warranties and Representations .................................
8
Article 3-Term.......................................................
9
Article 4 - Scope of Services ............................................
10
Article 5 - Fees and Charges ...........................................
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Article 6 - Subscription Program .........................................
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Article 7-Licenses...................................................
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Article 8 - Performance Security .........................................
17
Article 9 - Termination for Default ........................................
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Article 10 - Termination Other than Default or Material Breach .................
20
Article 11-Insurance .................................................
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Article 12 - Indemnification .............................................
22
Article 13 - Independent Contractor ......................................
23
Article 14 - Subcontracting and Assignment ................................
24
Article 15 - Notices ...................................................
25
Article 16 - No Waiver .................................................
26
Article 17 - All Prior Agreements Superseded ..............................
27
Article 18 - Severability................................................
28
Article 19 - Governing Law .............................................
29
Article 20 - Joint Preparation ...........................................
30
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Article 21 - Resolution of Disputes ....................................... 31
Article 22 -Books and Records ......................................... 32
Execution of Agreement ............................................... 33
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AGREEMENT
BETWEEN
THE CITY OF TAMARAC, FLORIDA
MEDICS AMBULANCE SERVICES, INC
PROVIDING FOR SUPPLEMENTAL FIRST RESPONDER AND TRANSPORT
SERVICES
This Agreement made this �^ day of , 1996, by and
between the City of Tamarac, a Municipal Corporation of the State of Florida, by and
through the Tamarac City Commission; and Medics Ambulance Services, Inc., a Florida
corporation authorized to transact business in the State of Florida.
WITNESSETH
WHEREAS, the City of Tamarac is currently part of the Broward County
emergency medical services (EMS) system and the County announced that it will be
changing the structure of this system effective October 1, 1996; and
WHEREAS, upon being notified of the coming change, the City began a process
of studying alternatives of how the City should provide advanced life support (ALS) 1st
responder and ALS transport services; and
WHEREAS, this process has included in-depth discussion during FY 96 Budget
planning, a Request For Proposals (RFP) process, and in-depth discussions
subsequent to the RFP process; and
WHEREAS, the outcome of this process indicates the best option for the delivery
of emergency medical services is for the City to create its own system with the Tamarac
Fire Department providing the majority of services with significant support from a private
sector provider; and
WHEREAS, the City Commission on the 27th day of March, 1996, adopted
Resolution No. R-96-68 amending the annual budget for fiscal year 1996 which added
thirteen positions, funding for three ambulance units, and associated equipment to the
Tamarac Fire Department for the purpose of providing emergency medical services;
and
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WHEREAS, these additions provide the Tamarac Fire Department the ability to
respond as the sole provider of emergency medical services the majority of the time;
and
WHEREAS, the City needs a supplemental provider to supply emergency
medical services for those times when City units are not available due to call volume or
other appropriate reasons; and
WHEREAS, the City has made its needs and system requirements known to
private providers through the RFP process and subsequent negotiations; and
WHEREAS, Medics Ambulance Services, Inc. has offered to meet the City's
needs and requirements which include specific response times, specific staffing levels,
City protocols, a subscription program for "out of pocket" transport expenses, and a
cash performance bond; and
WHEREAS, the City Commission has approved Medics Ambulance Services,
Inc., as the private provider for supplemental emergency medical services, subject to
the successful negotiation of a contract specifying an agreement; and
WHEREAS, this Agreement sets forth the results of such negotiations and the
entire understanding of the parties.
NOW THEREFORE, in consideration of the mutual covenants, terms, and
conditions set forth herein to be kept and performed by and between the parties hereto,
it is agreed as follows:
ArticIQ 1: Definitions
1.1 Advamed-Life a0port (ALS) shall mean advanced life support services
as defined by Chapter 401, Florida Statutes, and Chapter 31/2, Broward County Code.
1.2 Basir, Lif-Qo shall mean basic life support services as defined
by Chapter 401, Florida Statutes, and Chapter 3Y2, Broward County Code.
1.3 CAL shall mean the City of Tamarac, Broward County, Florida, a Municipal
Corporation of the State of Florida.
1.4 Commission shall mean the Tamarac City Commission which is the
elected governing body of the City of Tamarac pursuant to the Charter of the City of
Tamarac.
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1.5 CON shall mean a Class 1 Certificate of Public Convenience and
Necessity issued by Broward County pursuant to Chapter 3Y2, Broward County Code.
1.6 Contract_Y_e-r shall mean a one year period beginning on October 1 and
ending the following September 30.
1.7 EMS shall mean emergency medical services which involves either ALS
or BLS pre -hospital care under the appropriate medical direction and either ALS or BLS
transport to an appropriate medical facility.
1.8 First Responder shall mean emergency medical services provided in
response to a 911 medical emergency. These services include proper treatment and
care, under either ALS or BLS conditions, at the scene of the emergency but do not
include transport to a medical facility.
1.9 First Responder!jni# shall mean a properly licensed and equipped ALS
level vehicle staffed by a minimum of one (1) emergency medical technician and one
(1) paramedic at all times.
1.10 Fractile_ Response Time shall be defined according to type of service
.(either First Responder or Transport) and according to the overall volume of calls
Medics receives in the City. In the event that Medics is receiving an annual average of
2,000 or more calls in the City of Tamarac, as calculated using the total number of calls
received by Medics over the most current six month period for which data exists and
then dividing this amount by six and then multiplying by twelve, then the Fractile
Response Time shall mean a Response Time of six minutes, zero seconds for First
Responder services and a Response Time of ten minutes, zero seconds for Transport
services on ninety percent (90%) of the EMS calls to which Medics is dispatched during
any calendar month. In the event that Medics is receiving an annual average of less
than 2,000 calls in the City of Tamarac, as calculated using the total number of calls
received by Medics over the most current six month period for which data exists and
then dividing this amount by six and then multiplying by twelve, then the Fractile
Response Time shall mean a Response Time of six minutes, thirty seconds for First
Responder services and a Response Time of ten minutes, zero seconds for Transport
services on ninety percent (90%) of the EMS calls to which Medics is dispatched during
any calendar month. For the initial six month period of October 1, 1996 to March 31,
1997, the Fractile Response Time shall be six minutes, thirty seconds for First
Responder services and ten minutes, zero seconds for Transport services on ninety
percent (90%) of the EMS calls to which Medics is dispatched during any calendar
month.
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1.11 Medical_Directim shall mean physician supervision of the activities of
emergency medical technicians and paramedics who provide BLS and ALS first
responder and transport services.
1.12 Medics shall mean Medics Ambulance Services, Inc., a company licensed
to do business in the State of Florida, Broward County, and the City of Tamarac.
1.13 O - -Pogket Expen$es shall mean the portion of Transport fees and
charges not covered by insurance.
1.14 Resp.4nse Time shall mean the period of time commencing upon Broward
County's dispatch of an EMS vehicle and ending upon arrival of the EMS vehicle at the
scene.
1.15 Tran54= shall mean the transportation of one (1) person, under either
ALS or BLS conditions, to an appropriate medical facility.
1.16 Transport Unit shall mean a properly licensed and equipped ALS level
vehicle staffed by a minimum of one (1) emergency medical technician and one (1)
paramedic at all times and capable of transporting one or more patients to an
appropriate medical facility.
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Article 2. Warranties and Representations
2.1 The foregoing WHEREAS clauses are confirmed as being true and
correct and are hereby made a specific part of this Agreement.
2.2 The City represents and warrants that it possesses, and will possess as of
October 1, 1996, a license issued by the State of Florida entitling the City to provide
ALS and BLS first responder and transport services, and a CON issued by Broward
County. The City further represents and warrants that entering into this Agreement is a
valid, binding, and permissible activity within the power and authority of the City and
that the City has taken all of the necessary action to bind itself hereinafter, and that the
individuals executing this Agreement on behalf of the City are duly authorized to do so,
and that such action shall be, and is, binding upon the City.
2.3 Medics represents and warrants that entering into this Agreement is a
valid, binding, and permissible activity within Medics' corporate authority, and that the
individuals executing this Agreement on behalf of Medics are duly authorized to do so,
and that such action shall be, and is, binding upon Medics.
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Article 3. Term
3.1 The initial term of this Agreement shall commence at 12:00 a.m. on
October 1, 1996 and shall expire at 11:59 p.m. on September 30, 1999, subject to the
provisions in Article 9 and Article 10 of this Agreement.
3.2 The City may elect to renew this Agreement for up to two (2) additional
two (2) year terms by providing written notice of such election to Medics no later than
one hundred twenty (120) days before the end of the then existing term, and Medics
shall have thirty (30) days from the date of the City's written notice to advise the City, in
writing, of Medics' acceptance or non -acceptance of such renewal.
3.3 The renewal of this Agreement shall be upon the same terms and
conditions set forth in this Agreement unless set forth otherwise in this Agreement or in
an amendment to this Agreement.
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Article- 4. Scope of Services
4.1 Except as otherwise provided in this Agreement, the City hereby grants to
Medics the sole and exclusive right to provide First Responder and Transport services
as a supplement to First Responder and Transport services provided by the City, and
Medics hereby accepts such grant and agrees to provide First Responder and
Transport services under appropriate medical direction as a supplement to First
Responder and Transport services provided by the City as required. Medics agrees
that the exclusive right granted herein is subject to First Responder and Transport
services that may be provided within the City by adjacent municipalities and/or Broward
County as an additional supplement to First Responder and Transport services
provided by the City pursuant to a mutual aid or interlocal agreement between the City
and the other governmental entity providing supplemental First Responder and
Transport services. However, Medics shall not be required to respond to any mutual
aid alarms in the surrounding cities pursuant to any interlocal agreement the City may
have with any governmental entity.
4.2 Medics shall provide supplemental First Responder and Transport
services twenty-four (24) hours per day, seven (7) days per week, 365 or 366 (as the
case may be) days per year during the initial term of this Agreement or any renewal
thereof. In providing supplemental First Responder and Transport services, Medics
shall not be required by the City to locate First Responder and/or Transport units within
• the City. However, Medics agrees to deploy such resources as required to meet the
Fractile Response Time for First Responder and Transport services as defined in Article
1 of this Agreement. Medics warrants that it is able to deploy sufficient resources to
meet the needs of the City for the duration of this Agreement and any renewal hereof.
It is the intention of the City to operate two transport units for the duration of this
Agreement, although the City reserves the right to add City transport units.
4.3 Medics shall respond with First Responder and/or Transport units as
required by the City. The decision as to whether a First Responder Unit or a Transport
Unit is required is the sole discretion of the City. The City will make every effort to notify
Medics when all the City's transport units are in service or if Medics is the next unit to
act as a First Responder. Medics understands that the provision of this notification
may, at times, be operationally difficult and agrees that the City shall not be held
responsible, in any manner, should the City fail to deliver such notification. This does
not prevent Medics from using a unit in a dual capacity as a First Responder/Transport
Unit, provided such unit meets the Fractile Response Time as a First Responder and is
properly licensed and equipped to meet the requirements of a Transport Unit.
4.4 Medics' First Responder and Transport Units shall contain, at a minimum,
all equipment, supplies, and materials required for Advanced Life Support services by
Chapter 401, Florida Statutes, and Section 10D-66, Florida Administrative Code, as
they may be amended from time to time, and any other applicable state regulations.
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Changes to this configuration by Medics shall be done only with the consent of the City
through its Fire Chief and Medical Director. The City may require changes to this
configuration through its Fire Chief and Medical Director provided such changes are
reasonable and reflect the level of care provided by City Units. Medics agrees that
changes to this configuration shall be at Medics' sole cost and expense. All worn or
inoperable equipment shall be replaced by Medics at its sole cost and expense and
Medics shall be responsible for the disposal and restocking of supplies on a timely
basis at its sole cost and expense.
4.5 Any and all Medics First Responder and Transport Units responding to
calls within the City shall be staffed, at a minimum, with one paramedic and one
emergency medical technician per Unit.
4.6 Medics warrants that all paramedics and emergency medical technicians
utilized by Medics in providing First Responder and Transport Services pursuant to this
Agreement shall maintain appropriate certification at all times.
4.7 The City shall provide Medics with a copy of the City's incident command
protocols and procedures no later than sixty (60) days prior to the commencement of
this Agreement. Medics agrees to follow the City's incident command protocols and
procedures in the performance of services pursuant to this Agreement.
4.8 In the provision of services under this Agreement, Medics agrees and
accepts that it is operating within the City's emergency medical system and shall follow
direction provided by the City for any incident that falls within the purview of the
emergency medical system but not covered in the City's incident command protocols
and procedures. The City agrees that such direction shall not be unreasonable nor a
violation of state law.
4.9 Medics shall achieve the Fractile Response Time. In the event that
response times recorded by Broward County indicate that Medics has not met the
fractile response time and Medics is able to factually demonstrate that the Broward
County records may be in error, then the City agrees to provide a method of review to
check the records of both agencies and make a determination of which agency is in
error. In the event of a major incident, as defined by the City's Fire Chief, the Fractile
Response Time requirement shall be suspended for the duration of the specific major
incident.
4.10 Medics shall commence the provision of First Responder and Transport
Services pursuant to this Agreement on October 1, 1996.
4.11 Medics shall provide competent medical direction for its Units in the
provision of services pursuant to this Agreement and agrees to implement the Medical
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Protocols provided by and observed by the City. A copy of the City's Medical Protocols
will be provided to Medics on a timely basis. The City's Medical Protocols are the City's
sole discretion and shall be modified as appropriate.
4.12 Medics shall remain in compliance with any and all regulatory agencies
and/or governmental entities of competent jurisdiction. Medics shall notify the City
within 24 hours, and in writing, upon Medics' notice of its non-compliance by any
regulatory agency or governmental entity. Should Medics remain in compliance,
Medics shall provide the City with copies of any and all regulatory reports commenting
on its operation within 72 hours.
4.13 The City warrants that Medics will receive no less than 1,625 calls during
the contract year from Broward County dispatching a Medics' EMS vehicle to a location
within the City of Tamarac.
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Article 5. Fees and Charges
5.1 Medics agrees to provide First Responder and Transport services
pursuant to this Agreement at no cost to the City.
5.2 The City and Medics agree that Medics will bill and collect fees and
charges from those individuals utilizing Transport services provided by Medics in the
City.
5.3 The fees billed and collected by Medics shall be the same as the present
published rates set forth by Broward County. There shall be no charge for First
Responder services.
5.4 The City and Medics agree that the City will bill and collect fees and
charges from those individuals utilizing Transport services provided by the City.
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aArticled Subscription Program
6.1 Pursuant to this Agreement, the City grants Medics the right to offer a
subscription program to City residents that will cover out-of-pocket expenses for
emergency and nonemergency Transport services provided by Medics or City Units.
Both the City and Medics acknowledge that this program is solely a Medics' program.
6.2 Medics warrants that its subscription program has met, and will continue
to meet, all legal requirements, including any applicable statutes, rules, and regulations
with purview over such programs.
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6.3 Medics, as the provider of this subscription program, agrees to assume
sole responsibility for this subscription program, its success and/or failure, and for any
legal action that may arise in connection to this subscription program. Medics shall
bear all legal costs connected to this subscription program, including competent legal
representation chosen by the City, should the City be named as a party to any legal
action in connection with this subscription program. Medics agrees to indemnify, save
harmless, and defend by counsel chosen by the City, the City, its officers, agents and
employees, from or on account of any personal injury or property damage received or
sustained by any person or persons during or on account of any operations connected
with the Medics' Subscription Program pursuant to this Agreement and this section; or
by or in consequence of any negligence (excluding negligence, reckless or intentional
act of the City) in connection with the same, for which the City is alleged to be liable.
The City does not waive its rights to sovereign immunity by virtue of its entering into this
Agreement.
6.4 In consideration for the City granting the right to Medics to offer this
subscription program to its residents, Medics shall pay to the City an amount equal to
the debt service paid by the City on two City transport units, not to exceed $50,000 per
year for the length of this Agreement, including any renewal of this Agreement, for a
total length of time not to exceed five (5) years or $250,000. Such payment shall be
made on an annual basis and is due by September 30 of every contract year, beginning
with the first contract year.
6.5 Medics agrees that its subscription program will cover out of pocket
expenses for Transport services provided by City Units. Medics agrees to provide the
City with any and all information necessary for the City to determine if an individual it
transports is a member of the Medics subscription program. Provided the City can
confirm an individual is a member of the subscription program, the City will bill the
subscription program for out of pocket expenses and Medics agrees the subscription
program shall pay the out of pocket expenses.
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6.6 Medics shall not exceed the following annual fees for the subscription
program in the first year:
Household - Three or more $49.00
Household - Two or more $39.00
Household - Single $29.00
Following the first contract year, Medics may adjust these annual fees, subject to
regulatory approval, by up to ten (10) percent once each contract year with prior
approval by the City.
6.7 Medics will handle, at its sole cost and expense, all customer inquiries,
complaints, questions, concerns and/or any other issue concerning the subscription
program and the customers it serves. Medics agrees to supply the City with a
comprehensive and current listing of employees and/or agents of Medics qualified to
handle these issues. This listing will include all appropriate information, including dates,
times, and phone numbers, that can be disseminated to the general public.
6.8 In the event Medics does not collect at least $90,000 from the subscription
plan during a contract year, Medics will not be responsible for payment of the vehicles
in that contract year as set forth in Paragraph 6.4 above. This paragraph shall not be
interpreted as releasing Medics from the financial obligations in Paragraph 6.4 should
the subscription plan be successful, defined as Medics collecting at least $90,000 in
gross revenues during a contract year, in subsequent years of this Agreement.
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Article 7. Licenses
ID
7.1 Medics shall be responsible for maintaining all applicable licenses,
certifications, or other similar regulatory approvals necessary for it to provide the
services pursuant to this Agreement.
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Arlicle 8. Performance Security
8.1 Medics shall deliver to the City, prior to the commencement of this
Agreement, a performance security of $100,000 cash. The City shall deposit these
funds in an interest bearing account under the City's sole control and will pay any
interest earnings to Medics on an annual basis no later than forty-five (45) days
following the end of the respective contract year. The performance security shall
remain in effect throughout the term of this Agreement, including any renewal periods.
8.2 In the event that Medics is determined by the City to be in material breach
and/or default of this Agreement, the Performance Security, in its entirety, becomes the
property of the City.
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Article_9- Termination for Default
9.1 This Agreement may be terminated by the City for default upon the
occurrence of any one of the following events, and in the prescribed manner:
9.1.1 In the event Medics fails to achieve the Fractile Response Time
defined in Article 1 and required by Article 4 of this Agreement, the
City shall proceed in the following manner: upon the first failure in a
twelve month period, the City shall deliver to Medics written notice
of their failure; upon the second failure in the same twelve month
period, the City shall deliver to Medics written notice of the failure
and Medics shall pay the City $25,000 within thirty days of its
receipt of notice; upon the third failure and any subsequent failure
in a twelve month period, the City shall deliver to Medics written
notice of the failure and the City will have the option of requiring
Medics to pay an additional $25,000 or the City may terminate this
Agreement upon thirty (30) days written notice to Medics of such
termination. The twelve month period referred to in this paragraph
shall be a continual, or rolling, period without any consideration
given for calendar, contractual, or fiscal years.
9.1.2 In the event Medics fails to provide First Responder and/or
Transport service, as required by this Agreement, during any
consecutive twenty-four (24) hour period, and Medics fails to cure
such default within three (3) hours of written notice delivered to
Medics specifying such default, the City may terminate this
Agreement upon thirty (30) days written notice,to Medics of such
termination.
9.1.3 In the event Medics fails to keep and maintain the insurance
required by this Agreement, and fails to cure such default within
three (3) calendar days of Medics' receipt of written notice from the
City specifying such default, the City may terminate this Agreement
upon thirty (30) days written notice to Medics of such termination.
9.1.4 In the event Medics fails to correct any situation of non-compliance
with regulatory agencies and/or governmental entities of competent
jurisdiction within thirty (30) days of notice of non-compliance by
the respective agency or entity to the satisfaction of the City, or if
Medics fails to immediately notify the City of such non-compliance,
or if Medics is determined to be in non-compliance more than once
during the initial term of this Agreement, or more than once during
any renewal term, then the City may terminate this Agreement
upon thirty (30) days written notice to Medics of such termination.
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9.1.5 In the event Medics fails to comply with any City protocols or
procedures, including Medical Protocols, as described in Article 4
of this Agreement, and fails to correct this situation within five (5)
days of Medics' receipt of written notice from the City detailing the
failure to comply, or repeatedly fails to comply with City protocols
and procedures, including Medical Protocols, as described in
Article 4 of this Agreement, then the City may terminate this
Agreement upon thirty (30) days written notice to Medics of such
termination.
9.2 Either party may terminate this Agreement for material breach not set
forth in Section 9.1 of this Agreement upon thirty (30) days written notice of such
termination provided the party giving such notice has previously provided the other
party with written notice of the material breach and the party against whom the material
breach is alleged has failed to cure such material breach within thirty (30) days of the
date written notice was received.
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Article 1_0. Termination Other than Default or Material Breach
10.1 The City and Medics agree that this Agreement maybe terminated by
either party provided the party terminating the Agreement gives written notice to the
other party one hundred eighty (180) days prior to the effective date of such
termination. All provisions of this Agreement shall remain in full force and effect up until
the effective date of termination. Both parties understand that either party can still be
held in default or material breach of this Agreement after the delivery of written notice of
termination.
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g ggl 11J. Insurance
11.1 Medics shall provide, pay for and maintain in force at all times during the
term of this Agreement, or any renewal thereof, general liability insurance, medical
professional liability insurance, business automobile liability insurance, and workers'
compensation insurance.
11.1.1 Medical professional liability insurance with the limits of liability
provided by such policy to be no less than one million dollars
($1,000,000.00). Medics shall notify the City in writing within thirty
(30) days of any claims made or filed against the medical
professional liability insurance policy.
11.1.2 Workers' compensation insurance to apply for all employees in
compliance with the workers' compensation laws of the State of
Florida and all applicable federal laws.
11.1.3 Comprehensive general liability or commercial liability insurance
with minimum limits of one million dollars ($1,000,000.00) per
occurrence.
11.1.4 Business automobile liability insurance with minimum limits of one
million dollars ($1,000,000.00) combined single limit for bodily
injury liability and property damage liability. Coverage must
include owned vehicles, hired and non -owned vehicles.
11.2 Medics shall provide the City with a certificate of insurance evidencing the
coverages set forth above. All certificates and endorsements shall state that the City
shall be given thirty (30) days notice prior to the expiration or cancellation of the policy.
Further the City shall be named an additional insured on all policies of insurance
required pursuant to this Agreement.
11.2.1 All insurance companies shall be rated at least A VII per Best's
Key Rating Guide and be licensed to do business in the State of
Florida. All policies provided shall be occurrence not claims made
forms.
11.2.2 Medics' liability insurance shall be primary to any liability insurance
policies carried by the City. Medics shall be responsible for
payment of all deductibles and self insurance retentions on liability
insurance policies.
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Article 12. Indemnification
12.1 Medics agrees to indemnify, save harmless, and defend by counsel
chosen by the City, the City, its officers, agents and employees, from or on account of
any personal injury or property damage received or sustained by any person or persons
during or on account of any operations connected with Medics' provision of First
Responder and Transport services pursuant to this Agreement; or by or in
consequence of any negligence (excluding negligence, reckless or willful act of the City)
in connection with the same, for which the City is alleged to be liable. The City does
not waive its rights to sovereign immunity by virtue of its entering into this Agreement.
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6rticle 13. Independent Contractor
13.1 Medics is an independent contractor, and not an employee or agent of the
City, and Medics shall be responsible for its own work. The employees furnished by
Medics to perform First Responder and Transport services pursuant to this Agreement
shall be deemed to be Medics' employees exclusively and said employees shall be paid
by Medics. Medics shall be responsible for all obligations and reports concerning social
security, unemployment insurance, workers' compensation, income tax, and other
reports and deductions required and/or permissible by any applicable state or federal
law.
13.2 In the event that the City observes and properly documents individual
employees of Medics conducting themselves in an inappropriate, illegal, and/or
incompetent manner, then the City shall have the right to direct Medics to permanently
bar such individual employees of Medics from providing services within the City.
13.3 In the event that the City hires, as a Firefighter/Paramedic, a Medics
employee assigned to a unit serving primarily Tamarac, then the City agrees to pay
Medics $2,000. For the purposes of this paragraph, the Medics employee must have
been assigned to a Medics unit serving primarily the Tamarac area and must have
worked an average of 36 hours per week for a minimum of six months within the
Tamarac area. Medics will be eligible for this compensation upon completion of the
employee's probationary period with the City. Medics will not be eligible for this
compensation until April 1, 1997.
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Article 14 Subcontracting and Assignment
14.1 Medics shall not assign, transfer, or subcontract any interest in this
Agreement without the prior written consent of the City as evidenced and expressed by
a formal resolution of the City Commission.
14.2 Medics shall promptly notify the City of any takeovers, mergers,
acquisitions or similar events. This notification shall be in writing and transmitted in
accordance with Article 15 of this Agreement within five (5) business days of
announcement of such event. The event shall impose no change unfavorable to or
undesired by the City without the City's written consent and agreement as evidenced by
a formal resolution of the City Commission.
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Article 15, Notices
15.1 Whenever either party desires to give notice to the other, such notice
must be in writing, sent by certified United States mail, return receipt requested; or by
facsimile transmission followed by United States mail; or by hand -delivery addressed to
the party for whom it is intended at the place last specified; and the place for giving
such notice shall remain such until it shall have been changed by written notice and
compliance with the provisions of this paragraph. Notice shall be deemed given when it
is received by the party to whom notice is being given. For the present, the parties
designate the following as the respective place for giving of notice:
For the City of Tamarac:
City Manager
City of Tamarac
7525 N.W. 88th Avenue
Tamarac, Florida 33321-2401
and
City Attorney
City of Tamarac
7525 N.W. 88th Avenue
Tamarac, Florida 33321-2401
For Medics Ambulance Services, Inc.:
Malcolm Cohen
President, Medics Ambulance Services
1776 East Sunrise Boulevard
Fort Lauderdale, Florida 33304
With a copy to:
Berger & Davis, P.A.
100 NE Third Avenue, Suite 400
Fort Lauderdale, Florida 33301
Attention: Mitchell W. Berger
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Article 16. No Waiver
16.1 None of the provisions of this Agreement shall be considered waived by
either party thereto unless such waiver is in writing and signed by the party waiving the
obligation of the other. No such waiver shall be construed as a modification of any of
the provisions of this Agreement or as a waiver of any past or future defaults or material
breach hereof, except as expressly stated in such waiver.
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Article 17. All Prior Agreements Superseded
17.1 This document, including attachments, incorporates and includes all prior
negotiations, correspondence, conversations, agreements, or understandings
applicable to the matters contained herein; and the parties agree that there are no
commitments, agreements, or understandings concerning the subject matter of this
Agreement that are not contained in this Agreement and its attachements. Accordingly,
the parties agree that no deviation from the terms hereof shall be predicated upon any
prior representations or agreements whether oral or written.
17.2 It is further agreed that no modification, amendment, or alteration of the
terms or conditions contained herein shall be effective unless contained in a written
document executed with the same formality and of equal dignity herewith.
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Article 18. Severability
18.1 If any provision of this Agreement or the application thereof to any
person or circumstance is held invalid, such invalidity shall not affect other provisions or
applications of this Agreement that can be given effect without the invalid provision or
application, and to this end the provisions of this Agreement are declared to be
severable.
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Article 19. Governing Law
19.1 This Agreement shall be governed by and construed under the laws of the
State of Florida. In the event of litigation between the parties, venue for any such
litigation shall be in Broward County, Florida.
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ArticlQ 20. Joint Preparation
20.1 The preparation of this Agreement has been a joint effort of the City and
Medics and the resulting document shall not, solely as a matter of judicial construction,
be construed more severely against one of the parties than the other by virtue of the
fact that it may have been physically prepared by one party or its attorneys.
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Article_21, Resolution of Disputes
21.1 In the event of litigation between the parties, the prevailing party shall be
entitled to the payment of its reasonable attorney's fees and costs by the non -prevailing
party.
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Article 22. Books and Records
22.1 The City, or its duly authorized agents, may, from time to time, inspect
Medics' books and records concerning Medics' operations pursuant to this Agreement,
including the Subscription Program and the performance and service level requirements
of this Agreement, and to inspect the First Responder Units and Transport Units used in
the provision of First Responder and Transport services pursuant to this Agreement and
the maintenance records of such Units, at Medics' offices during normal business hours
and after having given Medics reasonable prior written notice of such inspection.
22.2 If requested by the City in writing, Medics, at Medics' expense, shall
furnish copies of Medics' books and records concerning Medics' operations pursuant to
this Agreement and the performance and service level requirements of this Agreement
to the City within fifteen (15) calendar days of receipt of this request.
22.3 Medics agrees to an annual audit of its books and records, at Medics'
expense, not to exceed $7,500, by a qualified auditor chosen by the City.
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IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement on the
respective dates under each signature.
ATTEST:
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CAROL A. EVANS, CITY CLERK
APPROVE[AS TO FORM AND
MITCHELL S. KRAFT, CITY A
WITNESSES
ATTEST:
CITY
CITY OF TAMARAC
r � A A�� A . A •�
(SEAL)
Y
`'j-g.F .-
ROBERT S. NOE, JR., CITY MANAGER
SUFFICIENCY:
MEDICS AMBULANCE SERVICES, INC
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By:
CORPORATE SECRETARY
MEDICS AMBULANCE SERVICES, INC
By: IWCX�& --k a&,—)
PRESIDENT
DATED: /.� 61?6
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