Proposed contract

The Penfield Volunteer Emergency Ambulance Service, Inc.

DRAFT

CONTRACT FOR AMBULANCE SERVICE This agreement, made this 28th day of March 2024, between the Town of Webster, a municipal corporation with its principal place of business at 1000 Ridge Road, Webster, New York (hereinafter known as the “Town”) and The Penfield Volunteer Emergency Service, Inc., a not-for-profit New York corporation with its principal place of business at 1585 Jackson Road, Penfield, New York, (hereinafter “PVEA”). WHEREAS, the Town, as a municipality, is authorized under the provisions of New York State Public Health Law Article 30, section 3008(7) (a), may determine that a need exists to establish a municipal ambulance service, and Whereas the town has been providing emergency medical services as Webster Emergency Medical Services (“WEMS”) with an existing ambulance service provider who has given notice of termination effective March 28th 2024 and desires to ensure continuity of emergency medical service during 2024 and potentially beyond within the North East Joint Fire District (“NEJFD”) area within the Town of Webster (the area hereinafter referred to as the “District”); and Whereas, as of January 13, 2024, PVEA is the primary agency responding into the Town of Webster portion of the West Webster Fire District (“WWFD”) under PVEA’s existing Authority. Whereas PVEA’s existing territory is adjacent to the District’s West and Southern borders. Whereas PVEA is an independent contractor duly authorized to provide emergency medical service, and is willing to provide such service within the District and WHEREAS, the Town Board of the Town, by resolution (need to fill this in?) has authorized such agreement, NOW, THEREFORE, in consideration of the covenants and agreements hereinafter mentioned, the parties agree as follows: 1. Work Statement 1

The Penfield Volunteer Emergency Ambulance Service, Inc.

DRAFT a. PVEA agrees to provide, or cause to be provided, an emergency medical service within the District. Such service shall consist of all personnel and equipment necessary to safely and adequately transport injured or ill persons from within the District to a hospital or other appropriate medical facility as is necessary under the circumstances in accordance with good and accepted ambulance practice, and Basic Life Support and Advanced Life Support services to ill and injured persons in connection therewith. Such service shall be subject to the standards of performance hereinafter set forth and such other standards as may be set forth by the New York State Department of Health and the Monroe-Livingston Regional Emergency Medical Services Council. Such service shall be provided only in circumstances of medical emergency as defined by law and customary usage in such cases. b. PVEA agrees to provide Stand by EMS services for Town events with greater than 1,000 attendees and such other Town events as may be mutually agreed. c. PVEA agrees to extend its loan cupboard, community access to our meeting room and public training for CPR, first Aid and other classes to NEJFD, Webster businesses and residents at the same rates as provided to Penfield Fire Department, Penfield businesses and residents. d. PVEA will enter into agreements with NEJFD to staff an ambulance(s) in the NEJFD as necessary to cover 911 calls in the District and will also respond from PVEA base (1585 Jackson Road) and WWFD station 1 on Gravel Road as well with the closest available appropriate resource. e. PVEA will provide NEJFD with replacements for Disposable EMS supplies used for patients on joint Fire and EMS calls. f. PVEA will assist the Town to apply for ALS treatment and transport authority from Monroe-Livingston Regional EMS council. g. PVEA will assist the Town to file for extension(s) of its Municipal Certificate of Need as requested by the Town. h. PVEA will assist the Town and its billing agent to maintain a Medicare and Medicaid National Provider Identifier number to 2

The Penfield Volunteer Emergency Ambulance Service, Inc.

DRAFT receive reimbursement for Medicare and Medicaid patients serviced by PVEA. For this Agreement, the current Webster EMS Medicare ID (PTAN) is J300361451 and the Medicaid ID is 05057130. 2. Standards of Performance a. Certification. PVEA shall maintain New York State certification of its ambulance service as defined in Section 3006 of Article 30 of the Public Health Law and shall at all times comply with the standards required for such certification, during the period of this agreement. b. Standards of Care. PVEA shall comply at all times with the then currently applicable state and regional standards during the period of this Agreement. c. PVEA shall obtain the services of a suitably qualified medical director in connection with the delivery of any services where such medical director is required by New York State Law or regulation. d. The Monroe-Livingston Regional Emergency Medical Services (MLREMS) Council issues and updates expectations for Response Time and Call Coverage for Ambulance Services comprehending geographical area covered and type of Medical Emergency. PVEA shall exert its best efforts to ensure that it meets the applicable expectations for the Town currently and as they are updated over the term of this Agreement. This provision shall not bind PVEA to guarantee a response time for any individual call, nor shall it require PVEA to guarantee the performance of other emergency medical services agency responding pursuant to mutual aid arrangements as specified in paragraph 2 (e). PVEA shall not be held responsible for delay or failure to reach the scene of a request for service due to impassable roads, lack of crew or equipment, or conditions over which it has no control, provided that the standard of performance for Mutual Aid contained herein in Paragraph 2(e) is adhered to. e. Mutual Aid. PVEA shall maintain arrangements with other emergency medical services, either commercial or volunteer, to respond to requests for emergency medical service within the District in the event that PVEA is unable to respond. Pursuant to the mutuality provisions of such arrangements, PVEA may respond at its discretion to requests from other emergency medical services 3

The Penfield Volunteer Emergency Ambulance Service, Inc.

DRAFT agencies for PVEA’s services outside PVEA’s normal area of service within the Town and the town of Penfield. 3. Financial Procedures. a. Fund Drive. PVEA shall diligently continue its Annual Voluntary fundraising drive and is allowed to expand its fund drive to the residents and businesses within the Town during the term of this agreement. b. Third Party Billing. PVEA shall be allowed on behalf of WEMS and in cooperation with the Town’s contracted billing and collections agent(s), consistent with the language of Comptroller Opinion #98-9, to render a bill for services to each patient transported to a hospital or otherwise provided medical evaluate / care facility. Such bill may be rendered to such patient and / or the patient’s insurance carrier. The Town shall collect and retain the funds generated by third party billing, whether from the patient or the patient’s insurance carrier, and shall be required to report the receipt of such funds as set forth at Paragraph 3(c), below. Such funds (less a $2 administrative fee per patient will be remitted to PVEA for services rendered. The rate schedule for such services shall be communicated to the Town following a review of proposed rates as recommended by the Board of Directors of PVEA. The Town shall contract with a billing representative to facilitate such billing and the collection thereof. PVEA shall keep and maintain complete and accurate patient records as required by NYS Department of Health. PVEA will identify a Billing Manager to work with the Town’s billing and collections Agent(s) to resolve all billing inquiries and disputes consistent with PVEA policies and procedures. c. The Town will provide PVEA with funding of $128,956.25 within 60 days of the commencement of the contract. 4. Reporting Requirements a. PVEA will provide monthly reporting including but not limited to data on the number and types of calls received and responded to, a calculation of the average response time experienced and mutual aid activity in the Town of Webster and the District. 5. Audits. 4

The Penfield Volunteer Emergency Ambulance Service, Inc.

DRAFT a. PVEA agrees to allow the town to conduct periodic audits of its financial records, as deemed necessary and advisable by the town. 6. Indemnification and Insurance a. PVEA agrees to protect, defend, indemnify and hold the Town and its employees free and harmless from and against any and all losses, claims, liens, demands and causes of action of every kind and character, including the amount of an judgments, penalties, interest, court costs and legal fees incurred by the Town in defense of same, arising in favor of any party, including governmental agencies or bodies, on account of claims, liens, debts, personal injuries, including personal injuries sustained by the employees of the Town, death or damage to property, including property of the Town and without limitation by enumeration, all other claims or demands of every character occurring or in any way incident to the services which PVEA hereby agrees to provide, hereafter all jointly being referred to as “claims”. b. Notwithstanding the foregoing, PVEA shall not be liable, nor shall PVEA have to indemnify the Town or hold the Town harmless for claims resulting from the negligence of the Town or for claims arising from or in relation to its prior service provider and its agents. c. The Town shall give PVEA prompt notice of every claim received by the Town for which PVEA is, in whole or in part, liable. d. PVEA, at its sole expense, agrees to investigate, handle, respond to or provide defense for and defend any claim made against the Town for which claim PVEA is, in whole or in part, liable, and PVEA agrees to bear all other costs and expenses related thereto, even if such claim is groundless, false, or fraudulent. e. PVEA shall maintain insurance to protect the Town and PVEA from and against any and all claims, injury or damage to persons or property, both real and personal, arising from the services herein contracted for. f. PVEA shall obtain and maintain, at a minimum, the following insurance coverage: i. Comprehensive General Liability of $1,000,000.00 per occurrence and $10,000,000 aggregate 5

The Penfield Volunteer Emergency Ambulance Service, Inc.

DRAFT ii. Business vehicles of $1,000,000.00 per occurrence iii. Workers Compensation Insurance as required by the laws of the state of New York. iv. Umbrella Liability Policy of $2,000,000.00 per occurrence and amend aggregate. g. The town shall be named as an additional named insured on each such policy, on a primary and non-contributory basis and provide proof of such coverage Further, PVEA hereby waives any and all rights of subrogation against the Town. Policy endorsements from the PVEA’s carrier are required as proof of the town coverage of a certificate holder and additional insured. h. PVEA shall obtain and maintain the required insurance coverages in such forms and with such insurance carriers as are approved by the Town, and the Town shall not unreasonably withhold such approval. i. Each policy providing coverage hereunder shall provide that said policy can neither be canceled nor materially changed except upon sixty (60) days written notice, by certified mail, return receipt requested, to the Town. j. Professional Liability/Errors & Omissions coverage of $1,000,000.00 k. The form and substance of the insurance provided by PVEA to the town shall at all times be subject to the approval of the Town Attorney. 7. Status of the contractor a. PVEA expressly agrees that its status is that of an independent contractor, and that none of its officers, directors, employees, or members are employees of the Town by virtue of this agreement. 8. Term a. This Agreement shall be effective as of March 29, 2024 and shall be in effect until December 31, 2024. It shall be renewed upon mutual agreement on the same basis for one (1) additional year thereafter without any further public hearing, unless one of the parties hereto shall notify the other in writing, not later than the first day of October, that it elects to terminate the agreement as of December 31 of that year. b. Upon termination of the agreement. 6

The Penfield Volunteer Emergency Ambulance Service, Inc.

DRAFT i. PVEA will assist the Town in the orderly transfer of records and services to a new provider to maintain on behalf of WEMS. PVEA will retain copies of books and records as required by State and regional regulations and its own compliance procedures. ii. PVEA will remove any signage and Identification of its assets as providing services as WEMS. iii. PVEA will turn over access to any WEMS identified social media and internet sites. iv. Equipment and Supplies purchased and / or provided under this contract remain the property of PVEA. 9. Assignment a. PVEA shall not assign, transfer, or convey any right, title or interest in this Agreement or any part thereof without the previous approval in writing of the Town. b. IN WITNESS WHEREOF, the parties hereto have affixed their hands and seals as of the day and year first written above.

Supervisor

The Penfield Volunteer Emergency Ambulance Service, Inc. ATTEST: _____________________ By: _________________________ Secretary

President

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