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2004-374RESOLUTION NO. 2004,L74 RESOLUTION AUTHORIZING AMBULANCE SERVICE AGREEMENT WITH TC HUDSON VALLEY, INC. D/B/A TRANSCARE At a regular meeting of the Town Board of the Town of Wappinger, Dutchess County, New York, held at Town Hall, 20 Middlebush Road, Wappingers Falls, New York, on the 20th day of December, 2004, at 7:30 P.M. The meeting was called to order by Joseph Ruggiero, Supervisor, and upon roll being called, the following were present: PRESENT: Supervisor - Joseph Ruggiero Council Members - Robert L. Valdati Vincent F. Bettina Joseph P. Paoloni Maureen McCarthy ABSENT: The following Resolution was introduced by Mr. yaI cin r i and seconded by Ms. McCarthy WHEREAS, the Town of Wappinger previously established the Wappinger Ambulance District; and WHEREAS, the Town of Wappinger, on behalf of the Wappinger Ambulance District, has previously entered into a written Agreement with Alamo Ambulance Service, Inc. to supply ambulance services within the Wappinger Ambulance District; and WHEREAS, the aforementioned Agreement between Alamo Ambulance Service, Inc. and the Town of Wappinger has been terminated and the Town wishes to enter into a new Agreement with TC Hudson Valley, Inc. d/b/a TransCare to provide ambulance services to the Wappinger Ambulance District; and \\Vsrp03\Common\Wappinger\Town Board\RESOLUTION\Transcare-K.doc WHEREAS, the Town Board finds that it is in the best interest of the Town to have TC Hudson Valley, Inc. d/b/a TransCare supply general ambulance services as defined in Section 3001 of the Public Health Law for the purpose of transporting all sick or injured persons found within the boundaries of the Wappinger Ambulance District as more particularly set forth in the proposed Agreement attached as Exhibit "A"; and WHEREAS, the contract for supplying ambulance services is exempt from competitive bidding pursuant to General Municipal Law Section 103 as the Ambulance Service Agreement with TC Hudson Valley, Inc. d/b/a TransCare is a contract for professional services that require technical skill, training and medical expertise. NOW, THEREFORE, BE IT RESOLVED, as follows: The recitations above set forth are incorporated in this Resolution as if fully set forth and adopted herein. 2. The Town Board hereby agrees to enter into a written Ambulance Service Agreement between the Town of Wappinger and TC Hudson Valley, Inc. d/b/a TransCare in substantially the same form as attached hereto marked and designated as Exhibit "A". Supervisor Joseph Ruggiero is hereby authorized and directed to execute the Ambulance Service Agreement between the Town of Wappinger and TC Hudson Valley, Inc. d/b/a TransCare on behalf of the Town in substantially the same form as attached hereto as Exhibit "A". The foregoing was put to a vote which resulted as follows: JOSEPH RUGGIERO, Supervisor Voting Aye ROBERT L. VALDATI, Councilman Voting Aye VINCENT F. BETTINA, Councilman Voting Ave \\Vsrp03\Common\Wappinger\Town Board\RESOLUTION\Transcare-K.doc JOSEPH P. PAOLONI, Councilman Voting Aye MAUREEN MCCARTHY, Councilwoman Voting Aye Dated: Wappingers Falls, New York December 20, 2004 The Resolution is hereby duly declared adopted. \\Vsrp03\Common\Wappinger\Town Board\RESOLUTION\Transcare-K.doc AMBULANCE SERVICE AGREEMENT This AGREEMENT made as of the day of , 2004 by and between TOWN OF WAPPINGER, A Municipal Corporation, acting on behalf of the Wappinger Ambulance District an improvement district duly authorized pursuant to the Laws of the State of New York, with offices at Town Hall, 20 Middlebush Road, P.O. Box 324, Wappingers Falls, New York 12590, hereinafter referred to as "TOWN" and TC HUDSON VALLEY, INC. d/b/a TRANSCARE with its principal place of business situated at 80 Airport Drive, Wappingers Falls, New York 12590, hereinafter referred to as the "CONTRACTOR." WITNESSETH: WHEREAS, the CONTRACTOR is a domestic corporation duly organized pursuant to the laws of the State of Delaware fully authorized to do business in the State of New York and duly authorized and licensed by the State of New York to provide ambulance services to the Town of Wappinger; and WHEREAS, the CONTRACTOR has represented that it has use of leased premises located within the Town of Wappinger and could use same as its base of operations for the performance of its duties pursuant to the Agreement; and WHEREAS, the TOWN desires to contract for the provision of ambulance and emergency health services by and on behalf of the Wappinger Ambulance District; and WHEREAS, the TOWN desires to engage the CONTRACTOR for such ambulance and emergency health services, and the CONTRACTOR desires to be so engaged by the TOWN; and WHEREAS, the TOWN and the CONTRACTOR desire to define the terms of the CONTRACTOR'S engagement by the TOWN. EXHIBIT "A" NOW THEREFORE, in consideration of the mutual covenants, promises and agreements herein set forth, and the payments to be made as hereinafter specified, the parties do covenant and agree as follow: 1. Recitations Incorporated. The recitations above set forth are incorporated in this Agreement as if fully set forth and adopted herein. 2. Definitions. In this Agreement, the following terms shall have the meanings set forth below: a. "Advanced Emergency Medical Technician" means an emergency medical technician who has satisfactorily completed an advanced course of training approved by the State Council under regulations pursuant to section 3002 of the Public Health Law. b. "Advanced Life Support Care" (ALS) means definitive acute medical care provided, under medical control, by advanced emergency medical technicians with advanced life support systems. c. "Advanced Life Support System" means an organized acute medical care system to provide advanced life support care on site or in route to, from or between general hospitals or other health care facilities. d. "Advanced Life Support Mobile Unit" means an ambulance or advanced life support first response vehicle to provide advanced life support services. e. "Ambulance Service" means the provision of emergency medical care and the transportation of sick or injured persons to, from, or between general hospitals or other health care facilities. "Ambulance Service" includes the provision of Advanced Life Support Care ("ALS") and Basic Life Support Care ("BLS") as such terms are defined herein. f. "Ambulance Service Certificate" means a valid certificate issued by New York State Department of Health authorizing an ambulance service to operate within a given geographical area. Certificates must be renewed every two (2) years per NYS PHL Article 30 Section 3005. g. "Agreement" means this Agreement by and among the parties hereto as amended, modified or supplemented from time to time. h. "Basic Life Support" (BLS) means the provision of such medical care as control of bleeding, splinting, fractures, treatment of shock, delivery of babies, and cardio -pulmonary resuscitation (CPR). 2 i. "Contract Term" means the period beginning with the Effective Date and ending on December 31, 2009. j. "TOWN" shall mean the Town of Wappinger acting by and on behalf of the Wappinger Ambulance District and shall be deemed to include the area of the TOWN outside the incorporated limits of the Village of Wappingers Falls. k. "Response Time" shall mean the time interval between CONTRACTOR being notified of an emergency and arriving at the scene measured by Dutchess County 9-1-1 dispatch date in accordance with Paragraph 13 herein. I. Medical Control means Physician -level support of established treatment guidelines (protocols) within an advanced life support system. Medical control is provided via two-way communication with the physician at the receiving or medical control hospital Medical Control protocols are established and governed via Regional Medical Advisory Committees as per NYS PHL Article 30 section 3004-A. m. Medical Insurance Coverage payment shall mean payments received for ambulance services from Medicare, Medicaid, private insurances, including primary and secondary coverages. 3. Scope of Services. A. The CONTRACTOR shall provide general ambulance services (including "ALS" and "BLS") as defined in §3001 of the Public Health Law for the purpose of transporting all sick or injured persons found within the boundaries of the Wappinger Ambulance District and said District residents (sick or injured) from anywhere within the CONTRACTOR'S emergency service area, to the appropriate hospital located within a fifteen (15) mile radius of the District. The CONTRACTOR shall transport such persons to any such hospital specified by the person, or in the absence of instruction or specification, to the nearest available and suitable institution within a fifteen (15) mile radius of the District. The service supplied by the CONTRACTOR shall be made available at any and all hours of the day and night (24 hours per day, 7 days per week) during the term of this Agreement. B. If requested, the CONTRACTOR shall also provide District residents with local or long distance, non -emergency ambulance transportation, provided such transportation is within the capabilities of the CONTRACTOR. Such transportation must commence or terminate at a facility in Dutchess County, New York and be deemed medically necessary by a signed physician statement which will be provided to the CONTRACTOR in advance. The CONTRACTOR agrees to accept payment for such services in accordance with provisions of Paragraph I LB below. Nothing in this paragraph 3.B. shall require the CONTRACTOR to utilize one of the dedicated ambulances referenced in paragraph 6 below. 3 4. Ambulance Service Certificate. The CONTRACTOR further agrees to keep in force its Ambulance Service Certificate authorized to provide services in Dutchess County and to maintain compliance with the applicable requirements of Article 30 of the Public Health Law and State Emergency Medical Services Code. The CONTRACTOR shall be capable of furnishing Advanced Life Support Service and the CONTRACTOR will provide sufficiently trained and experienced personnel to maintain, operate and administer the ambulance and emergency health services required under this agreement. Upon demand, the CONTRACTOR will supply to the TOWN a list setting forth names of said personnel, their qualifications and certifications to perform the services required herein. 5. Dispatch Through Dutchess County 9-1-1. The CONTRACTOR shall respond to calls for emergency medical services only when dispatched by Dutchess County 9-1-1 and shall transport sick or injured person found within the boundaries of the TOWN needing emergency care to a hospital of their choosing unless requested by "medical control" to deliver him or her to another hospital. 6. Equipment, Facilities and Personnel. The CONTRACTOR shall provide, maintain and store, at its own cost and expense, State certified Advanced Life Support Mobile Units and ambulances, crew and equipment necessary and incidental to provide comprehensive ambulance and emergency health service within the Wappinger Ambulance District. The CONTRACTOR shall, at a minimum, provide two (2) ambulances and crews, twenty four (24) hours per day, seven (7) days per week which ambulances shall be capable of providing Advanced Life Support care (ALS) and one (1) ambulance capable ofproviding Basic Life Support care (BLS) twelve hours per day dedicated to the ambulance and emergency health services to be performed pursuant to this Agreement. The three (3) ambulances and crews shall be located, maintained and housed within the Town of Wappinger at a place or space mutually agreeable upon by the TOWN and the CONTRACTOR at time to time thereafter; except in the case of an emergency, the three (3) ambulances and crews dedicated to the TOWN may not be used for non-resident or nursing home transportation services. 7. Standby Coverage. The CONTRACTOR will provide "standby coverage using one of the three dedicated town units at all serious fire emergencies that may occur within the District, or to which they are called by the TOWN as requested by fire districts located within the District. Upon not less than five (5) days advance notice in writing by the Town Board to the CONTRACTOR, the CONTRACTOR shall provide standby coverage of all TOWN functions attended by 1,000 or more persons which may take place within the District. 8. Backup. In the event all three (3) Wappinger units are dispatched, the CONTRACTOR will provide another ambulance to provide seamless coverage to the TOWN so that the TOWN will at all times, to the extent practicable, have at least one (1) ALS unit on stand-by to respond to emergency calls. In the event of a major emergency incident, COUNTY -911 will not dispatch the last Wappinger ambulance to a non- Wappinger incident without permission of the Town Supervisor or his authorized successor. The Town of Wappinger ambulances will be designated by Dutchess County 9-1-1 as n Wappinger 1, Wappinger 2 and Wappinger 3 and will have affixed to the side panel door an 8" diameter Town of Wappinger seal or logo as approved by the TOWN. 9. Mutual Aid. A Wappinger unit will respond to all mutual aid calls received from Dutchess County 9-1-1 pursuant to the Dutchess County Mutual Aid Agreement, subject to Paragraph 8 above. 10. Training and Education. The CONTRACTOR agrees to provide training and continuing education to its employees including such certification and re -certification as may be required by law. In addition, the CONTRACTOR shall honor reasonable requests to provide CPR training to members of the Fire Departments, participate in necessary drills at times to be mutually agreed upon, as well as, provide community training, educational programs and seminars to educate the community in emergency health practices and reimbursement for emergency ambulance services. 11. Contract Amount. A. The TOWN shall pay to the CONTRACTOR for the above services an annual contract amount of three hundred and ninety-five thousand DOLLARS ($395,000.00), payable in monthly payments of 32,916.67 Dollars. The total cost of $395,000.00 per annum includes the charges of $175,000.00 per ALS ambulance to operate twenty-four hours per day, seven days per week and $45,000.00 for the one BLS ambulance to operate twelve hours per day, seven days per week. The CONTRACTOR will submit invoices for such payment on a monthly basis, and, in addition, will provide monthly volume reports on the 20`h day of the following month for the services rendered pursuant to this Contract. B. In addition to the monies received from the District, the CONTRACTOR will bill all users for any ambulance services rendered. The CONTRACTOR will accept insurance proceeds from residents of the Wappinger Ambulance District in full payment of their bills; the monthly payments of Thirty -Two Thousand Nine Hundred and Sixteen Dollars and Sixty -Seven cents ($32,916.67) shall be inclusive of any unpaid balances of TOWN residents after credit of medical insurance coverage payments. The TOWN hereby authorizes the CONTRACTOR, pursuant to State Comptroller Opinion 91-20 and the authority contained in General Municipal Law § 122-b(2),to impose the fees for charges set forth in Schedule A as the same maybe hereafter amended from time to time by the TOWN upon recommendation of the CONTRACTOR. Such fees or charges may be billed directly to the users insurance carrier, in those instances that the user's insurance contract so provides for such direct payments so long as a copy of said bill is also sent to the user. C. If a resident of the Wappinger Ambulance District is provided ambulance coverage pursuant to this Agreement and such person is without medical insurance coverage, the CONTRACTOR agrees it shall not seek reimbursement for such services from such person. G D. Non-residents who are provided services under this Agreement shall pay the rate set forth on Schedule "A". 12. Anti -Kick Back Statute. Both parties represent to the best of their knowledge that this Contract complies with 42 USC 1320a-7b(B) commonly known as the "Anti -Kick Back Statute". Both parties agree to periodically review the Contract, at least on an annual basis, for the purposes of determining that this Contract is in compliance with the Anti -Kick Back Statute and to, if necessary, renegotiate a new subsidy fee mutually agreed upon by TOWN and CONTRACTOR for the residents of the town. Both parties agree to exchange such information as will be necessary to determine compliance therewith. 13. Records and Financial Accounting. A. The CONTRACTOR agrees to present monthly reports to the TOWN on the twentieth of each month which reports shall contain the number of service calls provided under the Contract with corresponding response times for each occurrence and the number of times the Wappinger crews responded to mutual aid requests. B. Upon request, the CONTRACTOR will provide weekly schedules of crews and assignments. C. As soon as practicable, the CONTRACTOR will notify the Town Town Supervisor whenever the CONTRACTOR will be unable to supply three (3) ambulances and crews dedicated to this Agreement. D. The equipment, books of account and records of the CONTRACTOR shall be open to examination or inspection at the request of TOWN by the TOWN or its duly authorized representative during usual business hours. The CONTRACTOR shall furnish to the TOWN and the District, an annual report with regard to the services performed under this Contract for the fiscal year ending the preceding December 31, together with a financial statement for the same fiscal period, showing all operations of the CONTRACTOR, and the financial statement covering only the operations under this Contract. The CONTRACTOR shall also furnish the TOWN and the District quarterly reports with regard to the services performed under this Contract and with regard to monies received under this Agreement which quarterly reports shall be furnished within forty-five (45). days of the end of each calendar quarter. Financial statements supplied by CONTRACTOR showing all operations of the CONTRACTOR shall be kept confidential in a sealed enclosure in the Town Supervisor's office and shall not be deemed a public record nor released to the public as public information. 14. Fractile Response Time. The CONTRACTOR has entered into this Agreement based upon CONTRACTOR'S representation of performance standards identified as "Fractile Response Time" of less than nine (9) minutes for ninety (90) per cent of all EMS responses by the dedicated units. For the purposes of determining "Fractile Response Time", the TOWN and CONTRACTOR agree that the Dutchess County 9-1-1 dispatch data shall be the determining times. In the event the CONTRACTOR does not 0 comply with the "Fractile Response Time" as identified in Schedule B for any monthly calendar, then the monthly contract amount set forth in Paragraph 11 shall be reduced by the Fractile Response Time reduction fees as set forth in Schedule B attached hereto. (Note: response time mandates may be adjusted for causes outside of the control of the CONTRACTOR, i.e. weather, construction delays, out of the ordinary traffic congestion). 15. Relationship of the Parties. The CONTRACTOR'S relationship to the TOWN shall be that of an independent CONTRACTOR. Nothing in this Agreement shall be construed to create a principal -agent, employer-employee or master -servant relationship. The CONTRACTOR, at all times, shall be solely responsible for all salaries and other employee remuneration as well as the payment of all applicable federal, state or local withholding or similar taxes and provision or workers' compensation and disability insurance for any person employed by it. The CONTRACTOR will comply with General Municipal Law § 105 (Workman's Compensation). 16. Term. A. This Agreement shall continue in effect from the date of this Agreement through December 31, 2009 subject to the right of either party to terminate this Agreement as hereinafter provided. B. This Agreement shall automatically be renewed for an additional term of five (5) years unless either party shall notify the other no later than sixty (60) days prior to the end of the term of its election not to renew or unless this Agreement is terminated pursuant to Paragraph 14.C. C. Notwithstanding anything to the contrary contained in this Agreement, the TOWN and CONTRACTOR shall have the right, at its option, to terminate this Agreement at any time, without cause, upon giving the other Party sixty (60) days notice in writing. If the TOWN shall give CONTRACTOR notice that, in the TOWN'S opinion, CONTRACTOR committed a material breach of this Agreement, and the TOWN shall have served written notice upon CONTRACTOR setting forth the details of such alleged breach, and CONTRACTOR shall not, within twenty (20) days after the mailing of such notice, have cured such alleged breach, or if such alleged breach is of a nature which cannot be cured within the twenty (20) day period, and CONTRACTOR shall not within such twenty (20) day period have commenced and at all times thereafter diligently pursued, a cure of such alleged breach, then CONTRACOR shall be in default under this Agreement and the TOWN shall have the right, immediately terminate this Agreement for cause. Material breach shall be deemed repeated failure to comply with the terms and conditions of this Agreement or a failure in any two (2) out of three (3) months to meet the performance criteria established in Schedule B attached hereto, or, if the CONTRACTOR fails to comply with applicable laws, statutes or ordinances or is otherwise guilty of a substantial violation of any provision of this Agreement. 7 17. Insurance. A. At all times during the Term, the CONTRACTOR, at its own cost and expense, shall keep in full force and effect, (i) a comprehensive general liability insurance policy or policies of standard form in the State of New York, with combined single limit coverage of not less than Three Million ($3,000,000.00) Dollars, (ii) a professional liability insurance policy or policies of standard form in the State of New York, covering itself and each professional it employs or contracts with for the provision ofprofessional services, with limits of not less than One Million ($1,000,000.00) Dollars per occurrence and (iii) the vehicle liability policy required by the agreement shall be written with a minimum coverage of $1,000,000 per occurrence. In addition, there shall by an umbrella policy with combined single limit coverage of not less than $5,000,000. B. CONTRACTOR shall have TOWN on behalf of the Wappinger Ambulance District named as Certificate Holder under said insurance policies. C. CONTRACTOR shall furnish the TOWN with satisfactory proof of all insurance coverages required pursuant to this paragraph on or before the effective date of this Agreement. 18. Non -exclusivity. The CONTRACTOR may provide Ambulance Services to other persons or entities. 19. Non -Assignability. In accordance with the provisions of § 109 of the General Municipal Law, the CONTRACTOR is hereby prohibited from assigning, transferring, conveying, subletting or otherwise disposing of this agreement or of its right, title or interest in this Agreement, or its power to execute this Agreement to any other person or corporation that the previous consent in writing of the TOWN. 20. Compliance with Omnibus Reconciliation Act of 1980. It is hereby understood that if the CONTRACTOR is determined to be a "subcontractor" under the provision of subparagraph (i) of S1861(V)(1) of the Social Security Act as amended by Section 952 of the Omnibus Reconciliation Act of 1980, or regulations adopted pursuant thereto, the CONTRACTOR will, until the expiration of four (4) years after furnishing of services under any previous agreement between the TOWN and the CONTRACTOR and under this Agreement and any amendment thereto, make available upon the request of the Secretary of Health and Human Services or the Comptroller General or its representatives, any such agreement and any amendment thereto. 21. Third Party Reimbursement/Rate Review. This Agreement shall be construed so as to be in accordance with federal and state statutes and Medicare, Medicaid and intermediary carrier rules, regulations, principles and interpretations. 22. Indemnification. (a) The CONTRACTOR will defend, indemnify and hold harmless the TOWN and the District from and against all claims, costs, expenses, and reasonable legal fees (collectively, "Losses") arising in connection with any bodily injury to, or the death of , any person, or damage to or destruction of any property, caused by or resulting from any acts of the CONTRACTOR, its agents, servants or employees and/or arising out of or related to the services provided by the CONTRACTOR under this Agreement. CONTRACTOR shall have the right to control the defense, settlement or other disposition of any matter the subject of a claim for indemnification. The TOWN will cooperate with CONTRACTOR in connection with CONTRACTOR'S defense of any claim for which the TOWN seeks indemnification. (b) The TOWN and the District shall defend, indemnify and hold harmless the CONTRACTOR from and against any Losses which result from the negligent acts or omissions of the TOWN or District. The TOWN shall have the right to control the defense, settlement or other disposition of any matter the subject of a claim for indemnification pursuant to this paragraph. The CONTRACTOR will cooperate with the TOWN in connection with the TOWN's defense of any such claim for which CONTRACTOR seeks indemnification. (c) The TOWN and the District each agree to give the other party prompt written notice of any claims or other matters upon which the it intends to base a claim for indemnification pursuant to this Section 22. (d) The TOWN and the District and the CONTRACTOR shall cooperate fully with the other party or parties, as applicable, and their counsel and insurance carriers, in the prompt investigation and defense of any matter for which a claim for indemnification is asserted pursuant to this Section 22. In no event shall any party be entitled to, nor shall it seek, punitive, special, exemplary, consequential or incidental damages of any kind whatsoever. The provisions of this Section 22 shall survive the termination of this Agreement. In no event shall CONTRACTOR have any liability pursuant to this Agreement a result of circumstances beyond its reasonable control. (e) The CONTRACTOR will defend, indemnify and save harmless the TOWN and the District from and against all claims, costs, expenses, legal costs or their charges arising out of or related to the acts of the CONTRACTOR, its agents, servants or employees and/or arising out of or related to the services to be provided by the CONTRACTOR under this Agreement, and, the CONTRACTOR shall defend the TOWN and the District, at the expense of the CONTRACTOR, against any such claim, demand, assertion of liability or other cause occasioned thereby. This provision shall survive the termination of this Agreement. 23. Provisions Deemed Inserted. The following provisions required by law are inserted into this agreement: 42 USC 1320a-7b(B) (the Anti -Kick Back Statute), General Municipal Law §§ 106-b, 108 and 109, Labor Law §§220-e, 222-a and 220(2) as well as Executive Law § §291-299 and Civil Rights Law, shall be deemed to be inserted herein and the Agreement shall be read and enforced as though it were included herein and, in the event any such provision is not inserted or is not correctly inserted, then, upon the application of either party, this Agreement shall forthwith be physically amended to make such insertion or correction. 9 24. Invalidity. If any provision of this Agreement or the application of any provision hereof to any person or circumstance is held invalid, the remainder of this Agreement and the application of such provision to other persons and circumstances shall not be affected unless the invalid provision substantially impairs the benefits of the remaining portion of this Agreement. In the case of such invalidity which substantially impairs the benefits of the Agreement, the parties will endeavor in good faith to modify this agreement so as to preserve the benefits of this Agreement in a manner which complies with applicable laws. 25. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. Venue of any action to enforce the terms of this Agreement shall be the Supreme Court, Dutchess County, New York. 26. Entire Agreement. This Agreement sets forth the entire agreement and understanding between the Parties as to the matters contained herein, and merges and supersedes all prior agreements and understandings of every kind and nature among them. No Party shall be bound by any condition, definition or representation other than as expressly provided for in this Agreement. 27. Amendment of Agreement. This Agreement shall not be changed, modified or amended except by writing signed by the Parties. 28. Binding Effect. This Agreement shall be binding upon, and inure to the benefit of the Parties hereto and their respective legal representatives, trustees, receivers and successors. 29. Notices. Notices. Any notices and other communications pursuant to this Agreement shall be in writing and shall be deemed given if delivered personally, the next business day after delivered to a nationally recognized overnight courier for next business day delivery or five (5) days after sent by registered or certified mail, return receipt requested, to the other party at the following address or such other address as a party may have specified by notice given to the other party pursuant To the TOWN: Town of Wappinger Town Hall 20 Middlebush Road P.O. Box 324 Wappingers Falls, New York 12590 Attention: Joseph Ruggiero, Town Supervisor 10 With a copes: Vergilis, Stenger, Roberts, Pergament & Viglotti, LLP 1136 Route 9 Wappingers Falls, New York 12590 Attention: Albert P. Roberts, Esq. To the CONTRACTOR: TC Hudson Valley, Inc. d/b/a Transcare 5811 Foster Avenue Brooklyn, New York 11234 Attention: Todd L. Miller, President and Chief Operating Officer With a copy to: Nixon Peabody LLP 437 Madison Avenue New York, New York 10022 Attention: Lauren E. Wiesenberg 30. Headings. The headings of the sections hereof are inserted for convenience only and in no way define, limit or prescribe the intent of this Agreement. IN WITNESS WHEREOF, this Agreement was signed this day of December, 2004. TOWN OF WAPPINGER BY: JOSEPH RUGGIERO TOWN SUPERVISOR TC HUDSON VALLEY, INC. d/b/a TRANSCARE Todd L. Miller President and Chief Operating Officer Corporate Seal: Corporate Seal: 11 ACKNOWLEDGEMENTS STATE OF NEW YORK ) ) ss.. COUNTY OF DUTCHESS ) On this day of September, 2004, before me personally came Joseph Ruggiero, Town Supervisor to the Town of Wappinger, to me known to be the person who executed the above instrument, who, being duly sworn by me, did for himself depose and say that he is the Supervisor, that he executed the foregoing instrument in the name of the Town of Wappinger, and that he had authority to sign the same, and that he did duly acknowledge to me that he executed the same as the act and deed of the Town of Wappinger for the purposes mentioned therein. Notary Public STATE OF NEW YORK ) ) ss.: COUNTY OF DUTCHESS ) On this day of September, 2004, before me personally came Todd L. Miller, President and Chief Operating Officer of TC Hudson Valley, Inc. d/b/a TransCare, to me known to be the person who executed the above instrument, who, being duly sworn by me, did for himself depose and say that he is the President and Chief Operating Officier, that he executed the foregoing instrument in the name of TC Hudson Valley, Inc. d/b/a TransCare , and that he had authority to sign the same, and that he did duly acknowledge to me that he executed the same as the act and deed of the TC Hudson Valley, Inc. d/b/a TransCare for the purposes mentioned therein. Notary Public 12 Schedule "A" Ambulance Service Fees Advanced Life Support Ambulance $575.00 Basic Life Support Ambulance $475.00 Loaded Mileage 13 8.00/mile Schedule "B" Fractile Response Time Reduction Fee Schedule Fractile Response Time Criteria Fractile Response Time is hereby defined to mean that an emergency unit shall be required to arrive at the emergency scene in nine (9) minutes or less in ninety (90) percent of all requests once a dedicated unit is dispatched by Dutchess County 9-1-1, except for weather conditions or other delays beyond the control of the CONTRACTOR. Fractile Response Time Reduction Fees Schedule: In the event CONTRACTOR fails to meet the Fractile Response Time criteria for any calendar month during the term of this Agreement or any renewal thereof, as set forth above, the monthly fees due CONTRACTOR shall be reduced as follows: 90-100% on time performance — no reduction 80-89% on time performance - reduction of 10% of subsidy for that period. 70-79% on time performance - reduction of 20% of subsidy for that period. <70% on time performance - reduction of 30% of subsidy for that period. 14 VERGILIS, STENGER, ROBERTS, PERGAMENT & VIGLOTTI, LLP ATTORNEYS AND COUNSELORS AT LAW GERALD A. VERGILIS* KENNETH M.STENGER ALBERT P. ROBERTS LOUIS J. VIGLOTTI JOAN F. GARRETT** THOMAS R. DAVIS EMANUEL R SARIS KAREN P. MACNISH KEVIN T. MCDERMOTT STEVEN K. PATMSON JAY B.RENFRO *ADMfrrED TO PRACTICE IN NY & FLA. **ADUTrrED TO PRACTICE IN NY & CONN. December 15, 2004 1136 ROUTE 9 WAPPINGERS FALLS, NEW YORK 12590 (845) 298-2000 Hon. Joseph Ruggiero, Supervisor Town of Wappinger 20 Middlebush Road Wappingers Falls, New York 12590 FAX (845) 298-2842 e-mail: VSRP®BestWeb.net Re: TransCare Ambulance Service Agreement File No. 12951.0774 Dear Joe: Enclosed herewith please find the following: OF COUNSEL: IRA A. PERGAMENT LEGAL ASSISTANT: AMY E. DECARLO POUGHKEEPSIE OFFICE 276 MAIN MALL POUGHKEEPSIE, NY 12601 (845) 452-1046 PINE PLAINS OFFICE 2990 CHURCH ST. P.O. BOX 21 PINE PLAINS, NY 12567 (518) 398-9857 ADDRESS REPLY TO: ( ) POUGHKEEPSIE ( ) WAPPINGERS ( ) PINE PLAINS • Four (4) duplicate original Ambulance Service Agreements between the Town of Wappinger and TransCare Hudson Valley Ambulance Corp, Inc.; • Resolution awarding Ambulance Service Agreement to TransCare Hudson Valley Ambulance Corp, Inc. It is my understanding that this Resolution is on Monday's Town Board Agenda. Very trulyy , VERGILIS F GER, ROBERTS, PERGAMENT & VIGLOTTI, LLP Arl;BE47 P' ROBERTS APR/bg .� Enclosure cc: Hon. Gloria Morse, Town Clerk Town Board \\Vsrp03\Common\Wappinger\Town Board\TransCare\121504.doc ri AMBULANCE SERVICE AGREEMENT This AGREEMENT made as of the day of 2004 by and between ' TOWN OF WAPPINGER, A Municipal Corporation; acting on behalf of the Wappinger Ambulance District an improvement district duly authorized pursuant to the Laws of the State of New York, with offices at Town Hall, 20 Middlebush Road, P.O. Box 324, Wappingers Falls, New York 12590, hereinafter referred to as "TOWN" and TC HUDSON VALLEY, INC. d/b/a TRANSCARE with its principal place of business situated at 80 Airport Drive, Wappingers Falls, New York 12590, hereinafter referred to as the "CONTRACTOR." WITNESSETH: WHEREAS, the CONTRACTOR is a domestic corporation duly organized pursuant to the laws of the State of Delaware fully authorized to do business in the State of New York and duly authorized and licensed by the State of New York to provide ambulance services to the Town of Wappinger; and WHEREAS, the CONTRACTOR has represented that it has use of leased premises located within the Town of Wappinger and could use same as its base of operations for the performance of its duties pursuant to the Agreement; and WHEREAS, the TOWN desires to contract for the provision of ambulance and emergency health services by and on behalf of the Wappinger Ambulance District; and WHEREAS, the TOWN desires to engage the CONTRACTOR for such ambulance and emergency health services, and the CONTRACTOR desires to be so engaged by the TOWN; and WHEREAS, the TOWN and the CONTRACTOR desire to define the terms of the CONTRACTOR'S engagement by the TOWN. NOW THEREFORE, in consideration of the mutual covenants, promises and agreements herein set forth, and the payments to be made as hereinafter specified, the parties do covenant and agree as follow: 1. Recitations Incorporated. The recitations above set forth are incorporated in this Agreement as if fully set forth and adopted herein. 2. Definitions. In this Agreement, the following terms shall have the meanings set forth below: a. "Advanced Emergency Medical Technician" means an emergency medical technician who has satisfactorily completed an advanced course of training approved by the State Council under regulations pursuant to section 3002 of the Public Health Law. b. "Advanced Life Support Care" (ALS) means definitive acute medical care provided, under medical control, by advanced emergency medical technicians with advanced life support systems. c. "Advanced Life Support System" means an organized acute medical care system to provide advanced life support care on site or in route to, from or between general hospitals or other health care facilities. d. "Advanced Life Support Mobile Unit" means an ambulance or advanced life support first response vehicle to provide advanced life support services. e. "Ambulance Service" means the provision of emergency medical care and the transportation of sick or injured persons to, from, or between general hospitals or other health care facilities. "Ambulance Service" includes the provision of Advanced Life Support Care ("ALS") and Basic Life Support Care ("BLS") as such terms are defined herein. f. "Ambulance Service Certificate" means a valid certificate issued by New York State Department of Health authorizing an ambulance service to operate within a given geographical area. Certificates must be renewed every two (2) years per NYS PHL Article 30 Section 3005. g. "Agreement" means this Agreement by and among the parties hereto as amended, modified or supplemented from time to time. h. "Basic Life Support" (BLS) means the provision of such medical care as control of bleeding, splinting, fractures, treatment of shock, delivery of babies, and cardio -pulmonary resuscitation (CPR). "Contract Term" means the period beginning with the Effective Date and ending on December 31, 2009. "TOWN" shall mean the Town of Wappinger acting by and on 2 P behalf of the Wappinger Ambulance District and shall be deemed to include the area of the TOWN outside the incorporated limits of the Village of Wappingers Falls. k. "Response Time" shall mean the time interval between CONTRACTOR being notified of an emergency and arriving at the scene measured by Dutchess County 9-1-1 dispatch date in accordance with Paragraph 13 herein. I. Medical Control means Physician -level support of established treatment guidelines (protocols) within an advanced life support system. Medical control is provided via two-way communication with the physician at the receiving or medical control hospital Medical Control protocols are established and governed via Regional Medical Advisory Committees as per NYS PHL Article 30 section 3004-A. in. Medical Insurance Coverage payment shall mean payments received for ambulance services from Medicare, Medicaid, private insurances, including primary and secondary coverages. 3. Scope of Services. A. The CONTRACTOR shall provide general ambulance services (including "ALS" and "BLS") as defined in §3001 of the Public Health Law for the purpose of transporting all sick or injured persons found within the boundaries of the Wappinger Ambulance District and said District residents (sick or injured) from anywhere within the CONTRACTOR'S emergency service area, to the appropriate hospital located within a fifteen (15) mile radius of the District. The CONTRACTOR shall transport such persons to any such hospital specified by the person, or in the absence of instruction or specification, to the nearest available and suitable institution within a fifteen (15) mile radius of the District. The service supplied by the CONTRACTOR shall be made available at any and all hours of the day and night (24 hours per day, 7 days per week) during the term of this Agreement. B. If requested, the CONTRACTOR shall also provide District residents with local or long distance, non -emergency ambulance transportation, provided such transportation is within the capabilities of the CONTRACTOR. Such transportation must commence or terminate at a facility in Dutchess County, New York and be deemed medically necessary by a signed physician statement which will be provided to the CONTRACTOR in advance. The CONTRACTOR agrees to accept payment for such services in accordance with provisions of Paragraph I LB below. Nothing in this paragraph 3.B. shall require the CONTRACTOR to utilize one of the dedicated ambulances referenced in paragraph 6 below. 4. Ambulance Service Certificate. The CONTRACTOR further agrees to keep in force its Ambulance Service Certificate authorized to provide services in Dutchess County and to maintain compliance with the applicable requirements of Article 30 of the Public Health Law and State Emergency Medical Services Code. The CONTRACTOR shall be capable of furnishing Advanced Life Support Service and the CONTRACTOR will provide sufficiently trained and experienced personnel to maintain, operate and administer the ambulance and emergency health services required under this agreement. Upon demand, the CONTRACTOR will supply to the TOWN a list setting forth names of said personnel, their qualifications and certifications to perform the services required herein. 5. Dispatch Through Dutchess County 9-1-1. The CONTRACTOR shall respond to calls for emergency medical services only when dispatched by Dutchess County 9-1-1 and shall transport sick or injured person found within the boundaries of the TOWN needing emergency care to a hospital of their choosing unless requested by "medical control" to deliver him or her to another hospital. 6. Equipment, Facilities and Personnel. The CONTRACTOR shall provide, maintain and store, at its own cost and expense, State certified Advanced Life Support Mobile Units and ambulances, crew and equipment necessary and incidental to provide comprehensive ambulance and emergency health service within the Wappinger Ambulance District. The CONTRACTOR shall, at a minimum, provide two (2) ambulances and crews, twenty four (24) hours per day, seven (7) days per week which ambulances shall be capable of providing Advanced Life Support care (ALS) and one (1) ambulance capable ofproviding Basic Life Support care (BLS) twelve hours per day dedicated to the ambulance and emergency health services to be performed pursuant to this Agreement. The three (3) ambulances and crews shall be located, maintained and housed within the Town of Wappinger at a place or space mutually agreeable upon by the TOWN and the CONTRACTOR at time to time thereafter; except in the case of an emergency, the three (3) ambulances and crews dedicated to the TOWN may not be used for non-resident or nursing home transportation services. 7. Standby Coverage. The CONTRACTOR will provide "standby coverage using one of the three dedicated town units at all serious fire emergencies that may occur within the District, or to which they are called by the TOWN as requested by fire districts located within the District. Upon not less than five (5) days advance notice in writing by the Town Board to the CONTRACTOR, the CONTRACTOR shall provide standby coverage of all TOWN functions attended by 1,000 or more persons which may take place within the District. 8. Backup. In the event all three (3) Wappinger units are dispatched, the CONTRACTOR will provide another ambulance to provide seamless coverage to the TOWN so that the TOWN will at all times, to the extent practicable, have at least one (1) ALS unit on stand-by to respond to emergency calls. In the event of a major emergency incident, COUNTY -911 will not dispatch the last Wappinger ambulance to a non- Wappinger incident without permission of the Town Supervisor or his authorized successor. The Town of Wappinger ambulances will be designated by Dutchess County 9-1-1 as Wappinger 1, Wappinger 2 and Wappinger 3 and will have affixed to the side panel door an 8" diameter Town of Wappinger seal or logo as approved by the TOWN - 2 9. Mutual Aid. A Wappinger unit will respond to all mutual aid calls received from Dutchess County 9-1-1. pursuant to the Dutchess County Mutual Aid Agreement, subject to Paragraph 8 above. 10. Training and Education. The CONTRACTOR agrees to provide training and continuing education to its employees including such certification and re -certification as may be required by law. In addition, the CONTRACTOR shall honor reasonable requests to provide CPR training to members of the Fire Departments, participate in necessary drills at times to be mutually agreed upon, as well as, provide community training, educational programs and seminars to educate the community in emergency health practices and reimbursement for emergency ambulance services. 11. Contract Amount. A. The TOWN shall pay to the CONTRACTOR for the above services an annual contract amount of three hundred and ninety-five thousand DOLLARS ($395,000.00), payable in monthly payments of 32,916.67 Dollars. The total cost of $395,000.00 per annum includes the charges of $175,000.00 per ALS ambulance to operate twenty-four hours per day, seven days per week and $45,000.00 for the one BLS ambulance to operate twelve hours per day, seven days per week. The CONTRACTOR will submit invoices for such payment on a monthly basis, and, in addition, will provide monthly volume reports on the 201h day of the following month for the services rendered pursuant to this Contract. B. In addition to the monies received from the District, the CONTRACTOR will bill all users for any ambulance services rendered. The CONTRACTOR will accept insurance proceeds from residents of the Wappinger Ambulance District in full payment of their bills; the monthly payments of Thirty -Two Thousand Nine Hundred and Sixteen Dollars and Sixty -Seven cents ($32,916.67) shall be inclusive of any unpaid balances of TOWN residents after credit of medical insurance coverage payments. The TOWN hereby authorizes the CONTRACTOR, pursuant to State Comptroller Opinion 91-20 and the authority contained in General Municipal Law § 122-b(2),to impose the fees for charges set forth in Schedule A as the same may be hereafter amended from time to time by the TOWN upon recommendation of the CONTRACTOR. Such fees or charges may be billed directly to the users insurance carrier, in those instances that the user's insurance contract so provides for such direct payments so long as a copy of said bill is also sent to the user. C. If a resident of the Wappinger Ambulance District is provided ambulance coverage pursuant to this Agreement and such person is without medical insurance coverage, the CONTRACTOR agrees it shall not seek reimbursement for such services from such person. D. Non-residents who are provided services under this Agreement shall pay the rate set forth on Schedule "A". 5 12. Anti -Kick Back Statute. Both parties represent to the best of their knowledge that this Contract complies with 42 USC 1320a-7b(B) commonly known as the "Anti -Kick Back Statute". Both parties agree to periodically review the Contract, at least on an annual basis, for the purposes of determining that this Contract is in compliance with the Anti -Kick Back Statute and to, if necessary, renegotiate a new subsidy fee mutually agreed upon by TOWN and CONTRACTOR for the residents of the town. Both parties agree to exchange such information as will be necessary to determine compliance therewith. 13. Records and Financial Accounting. A. The CONTRACTOR agrees to present monthly reports to the TOWN on the twentieth of each month which reports shall contain the number of service calls provided under the Contract with corresponding response times for each occurrence and the number of times the Wappinger crews responded to mutual aid requests. B. Upon request, the CONTRACTOR will provide weekly schedules of crews and assignments. C. As soon as practicable, the CONTRACTOR will notify the Town Town Supervisor whenever the CONTRACTOR will be unable to supply three (3) ambulances and crews dedicated to this Agreement. D. The equipment, books of account and records of the CONTRACTOR shall be open to examination or inspection at the request of TOWN by the TOWN or its duly authorized representative during usual business hours. The CONTRACTOR shall furnish to the TOWN and the District, an annual report with regard to the services performed under this Contract for the fiscal year ending the preceding December 31, together with a financial statement for the same fiscal period, showing all operations of the CONTRACTOR, and the financial statement covering only the operations under this Contract. The CONTRACTOR shall also furnish the TOWN and the District quarterly reports with regard to the services performed under this Contract and with regard to monies received under this Agreement which quarterly reports shall be furnished within forty-five (45) days of the end of each calendar quarter. Financial statements supplied by CONTRACTOR showing all operations of the CONTRACTOR shall be kept confidential in a sealed enclosure in the Town Supervisor's office and shall not be deemed a public record nor released to the public as public information. 14. Fractile Response Time. The CONTRACTOR has entered into this Agreement based upon CONTRACTOR'S representation of performance standards identified as "Fractile Response Time" of less than nine (9) minutes for ninety (90) per cent of all EMS responses by the dedicated units. For the purposes of determining "Fractile Response Time", the TOWN and CONTRACTOR agree that the Dutchess County 9-1-1 dispatch data shall be the determining times. In the event the CONTRACTOR does not comply with the "Fractile Response Time" as identified in Schedule B for any monthly calendar, then the monthly contract amount set forth in Paragraph 11 shall be reduced by the Fractile Response Time reduction fees as set forth in Schedule B attached hereto. (Note: on response time mandates may be adjusted for causes outside of the control of the CONTRACTOR, i.e. weather, construction delays, out of the ordinary traffic congestion). 15. Relationship of the Parties. The CONTRACTOR'S relationship to the TOWN shall be that of an independent CONTRACTOR. Nothing in this Agreement shall be construed to create a principal -agent, employer-employee or master -servant relationship. The CONTRACTOR, at all times, shall be solely responsible for all salaries and other employee remuneration as well as the payment of all applicable federal, state or local withholding or similar taxes and provision or workers' compensation and disability insurance for any person employed by it. The CONTRACTOR will comply with General Municipal Law § 105 (Workman's Compensation). 16. Term. A. This Agreement shall continue in effect from the date of this Agreement through December 31, 2009 subject to the right of either party to terminate this Agreement as hereinafter provided. B. This Agreement shall automatically be renewed for an additional term of five (5) years unless either party shall notify the other no later than sixty (60) days prior to the end of the term of its election not to renew or unless this Agreement is terminated pursuant to Paragraph 14.C. C. Notwithstanding anything to the contrary contained in this Agreement, the TOWN and CONTRACTOR shall have the right, at its option, to terminate this Agreement at any time, without cause, upon giving the other Party sixty (60) days notice in writing. If the TOWN shall give CONTRACTOR notice that, in the TOWN'S opinion, CONTRACTOR committed a material breach of this Agreement, and the TOWN shall have served written notice upon CONTRACTOR setting forth the details of such alleged breach, and CONTRACTOR shall not, within twenty (20) days after the mailing of such notice, have cured such alleged breach, or if such alleged breach is of a nature which cannot be cured within the twenty (20) day period, and CONTRACTOR shall not within such twenty (20) day period have commenced and at all times thereafter diligently pursued, a cure of such alleged breach, then CONTRACOR shall be in default under this Agreement and the TOWN shall have the right, immediately terminate this Agreement for cause. Material breach shall be deemed repeated failure to comply with the terms and conditions of this Agreement or a failure in any two (2) out of three (3) months to meet the performance criteria established in Schedule B attached hereto, or, if the CONTRACTOR fails to comply with applicable laws, statutes or ordinances or is otherwise guilty of a substantial violation of any provision of this Agreement. 17. Insurance. A. At all times during the Term, the CONTRACTOR, at its own cost and expense, shall keep in full force and effect, (i) a comprehensive general liability insurance policy or policies of standard form in the State of New York, with combined single limit 7 coverage of not less than Three Million ($3,000,000.00) Dollars, (ii) a professional liability insurance policy or policies of standard form in the State of New York, covering itself and each professional it employs or contracts with for the provision of professional services, with limits of not less than One Million ($1,000,000.00) Dollars per occurrence and (iii) the vehicle liability policy required by the agreement shall be written with a minimum coverage of $1,000,000 per occurrence. In addition, there shall by an umbrella policy with combined single limit coverage of not less than $5,000,000. B. CONTRACTOR shall have TOWN on behalf of the Wappinger Ambulance District named as Certificate Holder under said insurance policies. C. CONTRACTOR shall furnish the TOWN with satisfactory proof of all insurance coverages required pursuant to this paragraph on or before the effective date of this Agreement. 18. Non -exclusivity. The CONTRACTOR may provide Ambulance Services to other persons or entities. 19. Non -Assignability. In accordance with the provisions of §109 of the General Municipal Law, the CONTRACTOR is hereby prohibited from assigning, transferring, conveying, subletting or otherwise disposing of this agreement or of its right, title or interest in this Agreement, or its power to execute this Agreement to any other person or corporation that the previous consent in writing of the TOWN. 20. Compliance with Omnibus Reconciliation Act of 1980. It is hereby understood that if the CONTRACTOR is determined to be a "subcontractor" under the provision of subparagraph (i) of S1861(V)(1) of the Social Security Act as amended by Section 952 of the Omnibus Reconciliation Act of 1980, or regulations adopted pursuant thereto, the CONTRACTOR will, until the expiration of four (4) years after furnishing of services under any previous agreement between the TOWN and the CONTRACTOR and under this Agreement and any amendment thereto, make available upon the request of the Secretary of Health and Human Services or the Comptroller General or its representatives, any such agreement and any amendment thereto. 21. Third Party Reimbursement/Rate Review. This Agreement shall be construed so as to be in accordance with federal and state statutes and Medicare, Medicaid and intermediary carrier rules, regulations, principles and interpretations. 22. Indemnification. (a) The CONTRACTOR will defend, indemnify and hold harmless the TOWN and the District from and against all claims, costs, expenses, and reasonable legal fees (collectively, "Losses") arising in connection with any bodily injury to, or the death of , any person, or damage to or destruction of any property, caused by or resulting from any acts of the CONTRACTOR, its agents, servants or employees and/or arising out of or related to the services provided by the CONTRACTOR under this Agreement. CONTRACTOR shall have the right to control the defense, settlement or other disposition of any matter the subject of a claim for N. indemnification. The TOWN will cooperate with CONTRACTOR in connection with CONTRACTOR'S defense of any claim for which the TOWN seeks indemnification. (b) The TOWN and the District shall defend, indemnify and hold harmless the CONTRACTOR from and against any Losses which result from the negligent acts or omissions of the TOWN or District. The TOWN shall have the right to control the defense, settlement or other disposition of any matter the subject of a claim for indemnification pursuant to this paragraph. The CONTRACTOR will cooperate with the TOWN in connection with the TOWN's defense of any such claim for which CONTRACTOR seeks indemnification. (c) The TOWN and the District each agree to give the other party prompt written notice of any claims or other matters upon which the it intends to base a claim for indemnification pursuant to this Section 22. (d) The TOWN and the District and the CONTRACTOR shall cooperate fully with the other party or parties, as applicable, and their counsel and insurance carriers, in the prompt investigation and defense of any matter for which a claim for indemnification is asserted pursuant to this Section 22. In no event shall any party be entitled to, nor shall it seek, punitive, special, exemplary, consequential or incidental damages of any kind whatsoever. The provisions of this Section 22 shall survive the termination of this Agreement. In no event shall CONTRACTOR have any liability pursuant to this Agreement a result of circumstances beyond its reasonable control. (e) The CONTRACTOR will defend, indemnify and save harmless the TOWN and the District from and against all claims, costs, expenses, legal costs or their charges arising out of or related to the acts of the CONTRACTOR, its agents, servants or employees and/or arising out of or related to the services to be provided by the CONTRACTOR under this Agreement, and, the CONTRACTOR shall defend the TOWN and the District, at the expense of the CONTRACTOR, against any such claim, demand, assertion of liability or other cause occasioned thereby. This provision shall survive the termination of this Agreement. 23. Provisions Deemed Inserted. The following provisions required by law are inserted into this agreement: 42 USC 1320a-7b(B) (the Anti -Kick Back Statute), General Municipal Law §§ 106-b, 108 and 109, Labor Law §§220-e, 222-a and 220(2) as well as Executive Law §§291-299 and Civil Rights Law, shall be deemed to be inserted herein and the Agreement shall be read and enforced as though it were included herein and, in the event any such provision is not inserted or is not correctly inserted, then, upon the application of either party, this Agreement shall forthwith be physically amended to make such insertion or correction. 24. Invalidity. If any provision of this Agreement or the application of any provision hereof to any person or circumstance is held invalid, the remainder of this Agreement and the application of such provision to other persons and circumstances shall not be affected unless the invalid provision substantially impairs the benefits of the remaining G� portion of this Agreement. In the case of such invalidity which substantially impairs the benefits of the Agreement, the parties will endeavor in good faith to modify this agreement so as to preserve the benefits of this Agreement in a manner which complies with applicable laws. 25. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. Venue of any action to enforce the terms of this Agreement shall be the Supreme Court, Dutchess County, New York. 26. Entire Agreement. This Agreement sets forth the entire agreement and understanding between the Parties as to the matters contained herein, and merges and supersedes all prior agreements and understandings of every kind and nature among them. No Party shall be bound by any condition, definition or representation other than as expressly provided for in this Agreement. 27. Amendment of Agreement. This Agreement shall not be changed, modified or amended except by writing signed by the Parties. 28. Binding Effect. This Agreement shall be binding upon, and inure to the benefit of the Parties hereto and their respective legal representatives, trustees, receivers and successors. 29. Notices. Notices. Any notices and other communications pursuant to this Agreement shall be in writing and shall be deemed given if delivered personally, the next business day after delivered to a nationally recognized overnight courier for next business day delivery or five (5) days after sent by registered or certified mail, return receipt requested, to the other party at the following address or such other address as a party may have specified by notice given to the other party pursuant To the TOWN: Town of Wappinger Town Hall 20 Middlebush Road P.O. Box 324 Wappingers Falls, New York 12590 Attention: Joseph Ruggiero, Town Supervisor With a copy to: Vergilis, Stenger, Roberts, Pergament & Viglotti, LLP 1136 Route 9 Wappingers Falls, New York 12590 Attention: Albert P. Roberts, Esq. 10 To the CONTRACTOR: TC Hudson Valley, Inc. d/b/a Transcare 5811 Foster Avenue Brooklyn, New York 11234 Attention: Todd L. Miller, President and Chief Operating Officer With a copy to: Nixon Peabody LLP 437 Madison Avenue New York, New York 10022 Attention: Lauren E. Wiesenberg 30. Headings. The headings of the sections hereof are inserted for convenience only and in no way define, limit or prescribe the intent of this Agreement. IN WITNESS WHEREOF, this Agreement was signed this day of December, 2004. TOWN OF WAPPINGER BY: JOSEPH RUGGIERO TOWN SUPERVISOR TC HUDSON VALLEY, INC. d/b/a TRANSCARE IM Todd L. Miller President and Chief Operating Officer Corporate Seal: Corporate Seal: 11 ACKNOWLEDGEMENTS STATE OF NEW YORK ) ) ss.. COUNTY OF DUTCHESS ) On this day of September, 2004, before me personally came Joseph Ruggiero, Town Supervisor to the Town of Wappinger, to me known to be the person who executed the above instrument, who, being duly sworn by me, did for himself depose and say that he is the Supervisor, that he executed the foregoing instrument in the name of the Town of Wappinger, and that he had authority to sign the same, and that he did duly acknowledge to me that he executed the same as the act and deed of the Town of Wappinger for the purposes mentioned therein. Notary Public STATE OF NEW YORK ) ) ss.. COUNTY OF DUTCHESS ) On this day of September, 2004, before me personally came Todd L. Miller, President and Chief Operating Officer of TC Hudson Valley, Inc. d/b/a TransCare, to me known to be the person who executed the above instrument, who, being duly sworn by me, did for himself depose and say that he is the President and Chief Operating Officier, that he executed the foregoing instrument in the name of TC Hudson Valley, Inc. d/b/a TransCare , and that he had authority to sign the same, and that he did duly acknowledge to me that he executed the same as the act and deed of the TC Hudson Valley, Inc. d/b/a TransCare for the purposes mentioned therein. Notary Public 12 Schedule "A" Ambulance Service Fees Advanced Life Support Ambulance $575.00 Basic Life Support Ambulance $475.00 Loaded Mileage 13 8.00/mile Schedule "B" Fractile Response Time Reduction Fee Schedule Fractile Response Time Criteria Fractile Response Time is hereby defined to mean that an emergency unit shall be required to arrive at the emergency scene in nine (9) minutes or less in ninety (90) percent of all requests once a dedicated unit is dispatched by Dutchess County 9-1-1, except for weather conditions or other delays beyond the control of the CONTRACTOR. Fractile Response Time Reduction Fees Schedule: In the event CONTRACTOR fails to meet the Fractile Response Time criteria for any calendar month during the term of this Agreement or any renewal thereof, as set forth above, the monthly fees due CONTRACTOR shall be reduced as follows: 90-100% on time performance — no reduction 80-89% on time performance - reduction of 10% of subsidy for that period. 70-79% on time performance - reduction of 20% of subsidy for that period. <70% on time performance - reduction of 30% of subsidy for that period. 14