CONTRACT TO PROVIDE EMERGENCY MEDICAL SERVICES

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Chad Powell
6 years ago
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1 CONTRACT TO PROVIDE EMERGENCY MEDICAL SERVICES North Carolina Carteret County This agreement is made and entered into this day of, 2017 by the Town of Emerald Isle, hereinafter sometimes called the Town and Emerald Isle Emergency Medical Services, Inc., hereinafter sometimes called EI EMS. WITNESSETH WHEREAS, the Town of Emerald Isle and Emerald Isle Emergency Medical Services, Inc. previously entered into multiple contracts for the provision of emergency medical services for the residents and visitors of Emerald Isle, and WHEREAS, the Town has recognized through existing contracts and support that EI EMS will be the sole provider of emergency medical services within the Town limits as long as there continues to be an approved contract between the Town and EI EMS for emergency medical services, and WHEREAS, the Town and EI EMS have enjoyed a productive, cooperative relationship over the past several years, maintaining high quality EMS services and improving facilities and equipment, and WHEREAS, the Town and EI EMS remain committed to ensuring that the residents and visitors of Emerald Isle receive the best possible emergency medical services in the most cost-effective manner, now and in the future, and WHEREAS, the Town and EI EMS have agreed on the need for Town representation on the governing body for EI EMS, and have also agreed on other necessary changes to the governance of EI EMS and the acquisition and disposition of EI EMS assets, and WHEREAS, the existing contract expires on June 30, 2017, however, the Town and EI EMS seek to implement the new contract on April 15, 2017, prior to the expiration of the existing contract, and WHEREAS, the Town and EI EMS desire to continue this productive, cooperative relationship between April 15, 2017 and March 1, 2018, and are intentionally establishing a new contract term that expires during the tourism off-season in order to provide for the effective implementation of any desired service model changes in the future, NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein, the parties hereto agree as follows: 1. EI EMS will provide emergency medical services within, but not limited to, the town limits of the Town of Emerald Isle in accordance with the guidelines of the North Carolina Office of Emergency Medical Services. 1

2 2. Nothing contained in this agreement shall create an employment relationship between the Town and EI EMS. EI EMS shall act as independent contractor with full control over its own personnel, operations, training, safety, and service policies and methods. Although EI EMS must comply with all the terms of this contract in order to receive funding from the Town, the Town will take no active role in the management or organization of EI EMS nor shall it make decisions as to employees and volunteers. EI EMS shall create and execute its own plans and policies to assure compliance with all federal, state, and local laws, rules, regulations (including, but not limited to, OSHA regulations), and the final decisions of a court or agency with proper jurisdiction. The Town accepts no responsibility or liability for any failure of EI EMS to comply with such rules, laws, regulations, and decisions, or for claims made by third parties resulting from noncompliance. 3. As a condition of this contract, EI EMS shall be obligated to amend its by-laws as quickly as possible, and no later than 30 days after the effective date of this contract, to establish a governing body structure that consists of a 5-member Board of Directors, with 3 members appointed by the membership of EI EMS and 2 members appointed by the Emerald Isle Board of Commissioners. a. Appointees by the membership of EI EMS shall be eligible for nomination to the EI EMS Board of Directors in accordance with policies established by the membership of EI EMS, but must reside within the Emerald Isle municipal limits. b. Appointees to the EI EMS Board of Directors by the Emerald Isle Board of Commissioners must reside within the Emerald Isle municipal limits, with 1 member having a medical background and 1 member having a business background. c. The 5 members of the EI EMS Board of Directors shall choose a Chair from among themselves who shall serve as the official leader and spokesperson of EI EMS. d. Other positions on the EI EMS Board of Directors shall include a Vice-Chair, Secretary, and Treasurer. e. Members of the EI EMS Board of Directors shall serve a 2-year staggered term, with 3 or 2 members appointed annually in April. The initial appointments shall be made by both parties no later than April 15, 2017, with 2 of the 3 members appointed by EI EMS serving an initial 2-year term, and 1 of the 2 members appointed by the Emerald Isle Board of Commissioners serving an initial 2-year term. The other 2 initial members shall serve an initial 1-year term, and all subsequent terms shall be for 2 years. 4. The EI EMS Board of Directors shall be responsible for the selection, supervision, guidance, discipline, and dismissal of the EMS Chief, and shall establish policies for the selection, supervision, guidance, discipline, and dismissal of all other EI EMS employees. a. The EMS Chief shall not serve on the EI EMS Board of Directors. b. The EMS Chief shall serve at the pleasure of the EI EMS Board of Directors, and serve in a support role to the EI EMS Board of Directors. 5. EI EMS shall be licensed to provide emergency medical service by the North Carolina Office of Emergency Medical Service and shall maintain a membership level that meets or exceeds membership standards established by the North Carolina Association of Rescue and Emergency Medical Services. 2

3 6. EI EMS shall adhere to local ALS and BLS protocols for medical care as established by the Carteret County EMS Medical Director and Carteret Healthcare. 7. EI EMS shall provide emergency medical care at the EMT-Paramedic level for the term of this contract. 8. The previously established Joint EMS Committee, consisting of representatives from the Town and EI EMS, shall remain active for the duration of this contract. The Joint EMS Committee shall be comprised of 3 representatives from EI EMS membership, 2 Town Commissioners, and the Town Manager. The Joint EMS Committee shall meet at least semi-annually, with other meetings scheduled as necessary or desired. The Joint EMS Committee shall maintain active communication between the Town and EI EMS, work cooperatively to adequately plan for the future of emergency medical services in Emerald Isle, develop an annual funding recommendation to the Emerald Isle Board of Commissioners, and address other mutual issues and concerns in a cooperative manner. 9. This contract shall be for the period from April 15, 2017 through March 1, The Town and EI EMS, through the Joint EMS Committee, shall continue to monitor the relationship between the Town and EI EMS in order to promote the highest quality emergency medical services for the residents and visitors of Emerald Isle in the most cost-effective manner, in both the short term and the long term. The Town and EI EMS shall continue to work cooperatively and diligently toward the eventual transition of EI EMS to a department of the Town, and the Joint EMS Committee shall be the lead entity in coordinating this transition in the future. 10. The Town shall provide an annual appropriation for EI EMS for the contract term. This sum shall be determined by the Emerald Isle Board of Commissioners after receipt of a detailed budget request. The Emerald Isle Board of Commissioners shall diligently attempt to fully fund EI EMS budget request, however, the Town reserves the right to deviate from the amount requested if necessary to address overall Town financial challenges. The annual appropriation shall be determined as a result of the established budget process outlined in Section 9 of this contract. 11. EI EMS shall submit an annual funding request to the Town of Emerald Isle in a mutually acceptable format. The following budget process shall be utilized: a. The Town shall forward the updated budget request forms to EI EMS no later than March 1 annually. b. EI EMS shall submit its detailed budget request to the Town no later than April 1 annually. c. The Joint EMS Committee shall meet and review EI EMS budget request. The Joint EMS Committee shall make its recommendation on funding no later than April 15. The Joint EMS Committee shall also examine future capital replacement / improvement needs for a 5-year planning horizon, and make its recommendation on a 5-year financing plan for necessary capital replacement / improvement items. d. The Town Manager shall diligently attempt to include the Joint EMS Committee s recommendation in the Town Manager s Recommended Budget and Recommended Capital Replacement / Improvement Plan submitted to the full Emerald Isle Board of Commissioners at their regular meeting held on the second Tuesday of May. 3

4 e. The Emerald Isle Board of Commissioners shall adopt a budget and capital plan, including funding for EI EMS, no later than June 30, unless special provisions are made for an interim budget. f. During the fiscal year, the Joint EMS Committee shall review and consider all unbudgeted expenditures with a total cost greater than $5,000 prior to the expenditure of funds by EI EMS. 12. EI EMS shall follow North Carolina bidding and purchasing regulations for all purchases. Town staff is available to assist EI EMS with major procurement actions if requested. 13. All real property utilized by EI EMS is owned and managed by the Town of Emerald Isle, subject to applicable lease provisions between the Town and EI EMS. All other assets used for the provision of emergency medical services are owned by EI EMS. All EI EMS assets were originally funded by the residents and visitors of Emerald Isle through local tax payments, service fees, donations, contributions, and/or fundraising activities. Thus, at such time that the Town no longer contracts with EI EMS as the authorized provider of emergency medical services, EI EMS defaults on any of the requirements herein and fails to cure the same within 10 days following notice of default, is dissolved or fails to meet EMS standards, then all equipment, vehicles and other fixed assets shall be transferred to either the Town or such new entity approved by the Town as the authorized provider of emergency medical services within the Town limits. 14. EI EMS shall continue its working relationship with the Emerald Isle Fire Department. This working relationship includes the Fire Department assisting with EMS calls, and EI EMS assisting with Fire calls as requested by the Fire Department. EI EMS and the Fire Department shall operate under established protocols for coordination of services (to be approved by the Emerald Isle Fire Chief and the Chief officer of EI EMS) and said protocols are incorporated into this contract by reference. 15. EI EMS shall submit the following documents to the Town, with annual updates included with the budget request. Other significant revisions to the documents shall be reported and provided to the Town on a timely basis. a. Articles of Incorporation b. Charter c. By-laws d. Roster of Corporate Officers e. Roster of General Membership 16. EI EMS shall keep in effect the following insurance policies in such amounts as may be required by the Town and/or its auditor: a. Workmens Compensation Policy b. General Liability (including Medical Malpractice and Errors and Omissions) c. Vehicle Liability Policy (covering all EMS vehicles). 17. EI EMS shall maintain a minimum 90% response rate to requests for service in their designated service area. 4

5 18. Either party shall have the ability to terminate this contract upon the provision of sufficient notice as outlined in this section. In the event either party desires to terminate this contract, it shall provide a minimum notice of 180 days in order to insure continuity of vital emergency medical services. 19. Each party agrees to indemnify and hold harmless the other party from any claims or injuries or damages arising out of or in any way connected with any acts or omissions done or alleged to have been done by any employees or members of the Town or EI EMS not covered by liability insurance which claims, demands, suits, judgments, or litigation are asserted against the other party. Indemnification shall include but not be limited to the defense of any demands, claims, or lawsuits, attorney s fees, expert witness fees, and similar costs arising out of or in any way connected with such claim or demand. Nothing contained herein shall be deemed to waive or limit any immunity or other protection afforded the Town by North Carolina or federal law. 20. The provisions of this contract shall be binding on the parties hereto and their successors in interest and assigns. IN WITNESS WHEREOF, the Emerald Isle Board of Commissioners has caused this agreement to be signed by the Mayor, and attested by the Town Clerk of the Town of Emerald Isle, and its seal to be hereto affixed, and Emerald Isle Emergency Medical Services, Inc. Board of Directors has caused this agreement to be signed by its Chief Officer and attested by the Secretary of Emerald Isle Emergency Medical Services, Inc. This agreement is executed in duplicate copies and each executed copy thereof shall be effective as an original for all purposes. DATE: TOWN OF EMERALD ISLE BY: Mayor ATTEST: Town Clerk DATE: EMERALD ISLE EMERGENCY MEDICAL SERVICES, INC. BY: Chief Officer ATTEST: Secretary 5

WITNESSETH: WHEREAS, the County and the Department will strive to meet all applicable National Fire Protection Association ( NFPA ) standards;

WITNESSETH: WHEREAS, the County and the Department will strive to meet all applicable National Fire Protection Association ( NFPA ) standards; NORTH CAROLINA LINCOLN COUNTY THIS AGREEMENT is made and entered into on the day of June 2015, for the contract period from to, by and between the City of Lincolnton, a Municipal corporation of Lincoln