HomeMy WebLinkAboutORD-2010-077 Second Reading: Emergency Services Franchise by Ordinance: North State Medical Transport, Inc.
ORANGE COUNTY
BOARD OF COMMISSIONERS
ACTION AGENDA ITEM ABSTRACT
Meeting Date: September 2, 2010
Action Agenda
Item No. ~-
SUBJECT: Second Reading: Emergency Services Franchise by Ordinance: North State
Medical Transport, Inc.
DEPARTMENT: Emergency Services PUBLIC HEARING: (Y/N) No
ATTACHMENT(S): INFORMATION CONTACT:
Frank Montes de Oca, Emergency
• North State Franchise Ordinance Services Director, 245-6100
Annette Moore, Staff Attorney,
245-2317
PURPOSE: To approve on Second Reading the granting of a franchise by ordinance to North
State Medical Transport, Inc. (North State) the Franchise Agreement under which they will
operate.
BACKGROUND: On August 17, 2010, the Board held a Public Hearing to determine the need
for ambulance services in accordance with NC Gen. Stat. § 153A-250(a). After taking
comments from the public the Board found that it was necessary to franchise ambulance
services to assure the provision of adequate and continuing services and to preserve, protect,
and promote the public health, safety, and welfare. Once the Board determined that ambulance
services are necessary, it may by ordinance franchise ambulance services. However, "no
ordinance making a grant, renewal, extension, or amendment of any franchise may be finally
adopted until it has been passed at two regular meetings of the Board of Commissioners. No
such grant, renewal, extension, or amendment may be made except by ordinance."' The
Board directed staff to enter into discussion with potential franchisee and to bring back a
proposed Franchise Agreement. The Board approved on first reading the granting of a
franchise by Ordinance to North State Medical Transport, Inc. on August 17, 2010.
In order to appropriately manage the process as directed by Ordinance, the applicant must
submit an "application for franchise" (section 6.3). The Emergency Services Department is then
tasked with conducting an investigation of the information submitted by the applicant, and within
30 days of the receipt of the completed application and supportive documents.. Following the
30-day investigative period Emergency Services shall schedule a hearing before the Board to
report the Departments findings and submit a recommendation.
' N.C. Gen. Stat. 153A-46.
2
North State has submitted all required documents outlining their capabilities. Emergency
Services has conducted a review of the documents and worked with the applicant to complete
all necessary documentation.
Emergency Services has reviewed the overall emergency service delivery system to futher
identify for the Board services that are necessary to assure the provision of adequate and
continuing ambulance services and to preserve, protect, and promote the pubic health, safety,
and welfare. There are three major franchise types: Convalescent Transport Services,
Emergency Medical Services, and Rescue Services. Each of these franchise types has
subcategories which the franchisee can perform subject to the operating agreement which will
be completed within 90 days of acceptance of this franchise ordinance. North State has applied
to perform Basic Life Support ("BLS") Transport Services which include: Convalescent
Transport Services and Special Event Emergency Medical Services coverage.
Emergency Services staff met with the applicant to review documents and discuss details of a
potential Franchise Agreement. The Franchise Ordinance terms have been discussed with the
applicant and are consistent with the terms of An Ordinance Regulating Emergency Medical,
First Responder and Rescue Service and Granting of Franchise and Contracts to the Operators
in the County of Orange and its amendments ("ES Franchise Ordinance"). The North Carolina
General Statutes also provide that the Board must "find that the franchise applicant is in
compliance with Chapter 131 E, Article 7th prior to granting a franchise.
Based upon the submitted documentation and review, the Emergency Services Director
recommends the Board approve the North State application for both a Convalescent and
Emergency Medical services franchise, the subcategories to be determined later in an
Operations Agreement which shall be entered into within 90 days of acceptance of this
Franchise Ordinance by North State. The terms of this Franchise Ordinance would provide for
a five year franchise in the following:
• Convalescent Transport Services
• Emergency Services
FINANCIAL IMPACT: North State anticipates performing 90 convalescent transports per
month and will add additional units as requests for service increase. By performing this
needed service, it is estimated that the cost savings to the County in the first year would be over
$350,000. This estimation is based upon a comparative cost analysis of a 24-hour Advanced
Life Support Emergency transport model versus a 12-hour Basic Life Support non-emergency
transport model.
RECOMMENDATION(S): The Manager recommends that the Board:
1. Approve on second reading the granting of a franchise for a five year term to North
State Medical Transport, Inc. for Basic Life Support Convalescent Transport Services
and Emergency Services,
2. Authorize the Chair to sign the Franchise Ordinance;
3: Direct staff to discuss and enter into an Operations Agreement with North State within
90 days that identifies the subcategories under which North State will be permitted to
operate the Convalescent and Emergency Medical Basic Life Support Franchise based
on the needs of the County and the capacity and capabilities of North State as well as
to provide for the daily operational functions of -North State as it works within the
Orange County Emergency Services System; and
4. After the Emergency Services Director negotiates the Operations Agreement with North
State, authorize the County Manager to sign the Agreement subject to review by the
County Attorney or his staff. The granting of the Franchise Ordinance is conditional
upon successful completion of the Operations Agreement with 90 days of acceptance
of the Franchise Ordinance by North State Medical Transport.
c~~D- ao~o- o~~
4
North State Medical Transport. Ambulance Service Franchise Ordinance
An Ordinance granting anon-exclusive Franchise ("hereafter Franchise") to North State
Medical Transport.., a North Carolina For-Profit Corporation ("the Grantee") to operate
Emergency Medical Basic Life Support Transportation Services and Convalescence
Basic Life Support Transportation Services in Orange County, North Carolina.
WHEREAS, Orange County ("the Grantor"), desires to assure the availability of
Emergency Medical and Convalescent Basic Life Support Transportation Services within
the County;
WHEREAS, the Grantor has, following reasonable notice, and after
consideration, analysis and deliberation conducted public proceedings, during which
proceedings the technical ability, financial condition, legal qualifications and general
character of the Grantee were determined to be acceptable to receive a Franchise to
conduct its Emergency Medical and Convalescence Basic Life Support Transportation
Services;
WHEREAS, the Grantor has determined that Grantee is entitled to have a non-
exclusive Franchise granted, that a need exists for the Emergency Medical and
Convalescent Basic Life Support Transportation Services contemplated herein to improve
the level of services available to residents of Orange County, helping to assure the
provisions of adequate and continuing services which preserves, protects, and promotes
the public health safety and welfare, and that granting a Franchise to the Grantee is a cost
effective and reasonable manner of meeting the need;
WHEREAS, the Grantee desires to operate Emergency Medical and Convalescent
Basic Life Support Transportation Services within the Grantor's jurisdiction;
WHEREAS, the proposed Emergency Medical and convalescent Basic Life
Support Transportation Services will fit within the existing services provided by the
Orange County Emergency Services System so as not to adversely affect the level of
services or operations of other Franchisees to render service; and
WHEREAS, the procedures of N.C. Gen. Stat. § 153A-250, § 153A-45, and
§ 153A-46 have been complied with.
NOW THEREFORE, the parties agree as follows:
Section 1. Nature and Term of Grant
a. The Grantor hereby grants the Grantee anon-exclusive Franchise to operate
and maintain Emergency Medical and Convalescent Basic Life Support
Transportation Services (be an EMS and Convalescent Services provider) in
the Franchise District upon the terms and conditions set forth herein.
North State Medical Transports, Inc.
EMS Franchise Agreement
b. The Franchise granted herein is for a term of five (5) years from the effective
date of the Franchise, which shall begin on the first day following the date of
acceptance by the Grantee of the Franchise terms and conditions set forth
herein.
Section 2. Definitions
The following words, terms and phrases, when used in this Franchise, shall have the
meanings ascribed to them in this Section, except where the context clearly indicates a
different meaning:
a. Ambulance. The term "ambulance" means any privately or publicly
owned motor vehicle, aircraft, or vessel that is specifically designed,
constructed, or modified and equipped and is intended to be used for and
is maintained or operated for the transportation on the streets or highways,
waterways, or airways of this State of persons who are sick, injured,
wounded, or otherwise incapacitated or helpless.
b. Ambulance Provider. The term "ambulance provider" means an
individual, firm, corporation, or association who engages or professes to
engage in the business or services of transporting patients in an
ambulance.
c. Approved. The term "approved" shall mean approved by the North
Carolina Medical Care Commission pursuant to the Tatter's rules and
regulations promulgated under N. C. Gen. Stat. §143B-165.
d. Advisory Committee or Committee. The term "Advisory Committee" or
"Committee" shall mean the Orange County Emergency Medical Services
Committee which is the technical advisory committee designated by the
Board of County Commissioners with respect to emergency medical
services in Orange County.
e. Contract. The term "contract" shall mean the instrument by which both
parties agree to the terms of operation of the service to be provided.
f. Convalescent Transportation Services. The term "convalescent.
transportation service" shall mean the operation of an ambulance for any
purpose other than transporting emergency or emergent patients.
g. County. The term "County" shall mean Orange County and its Board of
Commissioners or their designated representative(s).
h. Emergency. The term "emergency" or "emergency transportation
services" shall mean the use of a service, its equipment and personnel to
provide medical care, rescue, and/or transportation of a patient who is in
North State Medical Transports, Inc.
EMS Franchise Agreement
6
need of immediate rescue or medical treatment in order to prevent loss of
life or further aggravation of physiological or psychological illness or
injury.
i. Emergency Services System or ESS. Emergency Services System or
"ESS" shall mean a coordinated arrangement of local resources under the
authority of the Emergency Services Director (including all agencies,
personnel, equipment, and facilities) organized to respond to medical
emergencies and integrated with other health care providers and networks
including public health, community health monitoring activities, and
special needs populations.
j. Emergency Medical Dispatcher or Telecommunicator. The term
"emergency medical dispatcher" of "telecommunicator" shall mean an
emergency telecommunicator who has completed educational
requirements and been credentialed by the Department of Health and
Human Services as an emergency medical dispatcher and who is available
to receive requests for emergency services, to dispatch emergency
services, and to advise local law enforcement agencies, fire departments,
rescue squads,. first or medical responder units and emergency medical
services and facilities of any existing or threatened emergency.
k. Emergency Medical Services. "Emergency Medical Services" or "EMS"
means services rendered by emergency medical services personnel in
responding to improve the health and wellness of the community and to
address the individual's need for emergency medical care within the scope
of practice as defined by the North Carolina Medical Board, in accordance
with G.S. 143-514, and the Orange County Medical Director in order to
prevent loss of life or further aggravation of physiological or
psychological illness or injury.
1. Emergency Medical Services Instructor. "Emergency Medical Services
Instructor" means an individual who has completed educational
requirements approved by the Department of Health and Human Services
and has been credentialed by that Department as an emergency medical
services instructor.
m. Emergency Medical Services Peer Review Committee. Emergency
Medical Service Peer Review Committee means a panel composed of
EMS program representatives responsible for analyzing patient care data
and outcome measures to evaluate the ongoing quality of patient care,
system performance, and medical direction within the EMS system. The
committee may include physicians, nurses, EMS personnel, medical
facility personnel and county government staff as determined by the
Emergency Services Director in consultation with the County Medical
Director.
North State Medical Transports, Inc.
EMS Franchise Agreement
n. Emergency Medical Technician (EMT). The term "emergency medical
. technician" means an individual who has completed a training program in
emergency medical care that has been approved for legal recognition by
the North Carolina Department of Health and Human Services, in
accordance with rules promulgated by the Medical Care Commission, has
been certified as an EMT by the State of North Carolina Office of
Emergency Medical Services, and approved by the County Medical
Director to perform services as an EMT in the Orange County EMS
system.
o. Emergency Medical Technician -Intermediate (EMT-I). The term
"emergency medical technician -intermediate" means an individual who
has completed a training program in emergency medical. care at the
intermediate level that has been approved for legal recognition by the
North Carolina Department of Health and Human Services, in accordance
with rules promulgated by the Medical Care Commission, has been
certified as an EMT -Intermediate by the State of North Carolina Office
of Emergency Medical Services, and approved by the County Medical
Director to perform services at the EMT-Intermediate level in the Orange
County EMS system.
p. Emergency Medical Technician - Paramedic (EMT-P). The term
"emergency medical technician -paramedic" means an individual who has
completed a training program in emergency medical care at the paramedic
level that has been approved for legal recognition by the North Carolina
Department of Health and Human Services, in accordance with rules
promulgated by the Medical Care Commission, has been certified as an
EMT-Paramedic by the State of North Carolina Office of Emergency
Medical Services, and approved by the County Medical Director to
perform services as anEMT-Paramedic in the Orange County EMS
system.
q. Emergency Services Director. The term shall mean the person designated
by the Orange County .Board of Commissioners to manage the overall
Emergency Services System in Orange County.
r. First Responder. The term "first responder" shall mean an organization
with personnel trained in emergency medical care that is dispatched to the
scene of a medical emergency for the primary purpose of providing
emergency medical assistance to a patient until the ambulance and
additional medical aid arrives.
s. Franchise. The term "franchise" shall mean a permit issued by the County
to a person for the operation of am ambulance service, rescue squad or
first responder unit.
North State Medical Transports, Inc.
EMS Franchise Agreement
8
t. Franchisee. The term "franchisee" shall mean any person having been
issued a franchise by the County for the operation of an ambulance
service, rescue squad or first responder unit.
u. Inspection. Inspection shall mean the physical review of buildings and
facilities, vehicles, equipment, supplies, storage, repair and maintenance
areas, records and any related materials.
v. License. The term "license" shall mean any driver's license or permit to
operate a motor vehicle issued under or granted by the laws of the State of
North Carolina.
w. Medical Responder. "Medical Responder" shall mean an individual who
has completed an educational program in emergency medical care and first
aid approved and credentialed by the Department of Health and Human
Services as a medical responder and the Orange County Medical Director
to operate in Orange County EMS.
x. Medical Director. "Medical Director" shall mean the physician
appointed, either directly or by written delegation, by the County and
have the responsibilities asprovide by l0A NCAC 13P .0403 and l0A
NCAC 13P .0404. The County may, in addition, appoint an assistant
medical director. The medical director and the assistant medical director
shall meet the criteria defined in the "North Carolina College of
Emergency Physicians: Standards of Medical Oversight and Data
Collection," which is incorporated by reference in accordance with N.C.
Gen. Stat. § 150B-21.6, including subsequent amendments and editions.
y. Non-Emergency Transportation Services. The term "non-emergency
transportation service" shall mean the operation of an ambulance for any
purpose other than transporting emergency or emergent patients.
z. Operation Protocols. "Operation Protocols" shall mean the administrative
policies and procedures of EMS that provides guidance for the day-to-day
operations of the system.
aa. Operator. The term "operator" shall mean a person in actual physical
control of an ambulance or rescue service vehicle which is in motion or
which has the engine running.
bb. Owner. The term "owner" shall man any person or entity .who owns an
ambulance or provides a service covered by this Ordinance.
cc. Patient. The term "patient" shall mean an individual who is sick, injured,
wounded, or otherwise incapacitated or helpless such that the need for
North State Medical Transports, Inc.
EMS Franchise Agreement
9
some medical assistance might be anticipated while being transported to or
from a medical facility.
dd. Person. The term "person" shall mean any individual, firm, partnership,
association, corporation, company, group of -individuals acting together for
a common purpose, or organization of any kind, including any
governmental agency other than the United States.
ee. Practical Examination. "Practical Examination means a test where an
applicant for credentialing as an emergency medical technician, or medical
responder, emergency medical technician -intermediate, or emergency
medical technician -paramedic demonstrates the ability to perform
specified emergency medical care skills.
ff. Rescue. The term "rescue" shall mean the removal of individuals facing
external, non-medical, and non-patient related peril to areas of relative
safety.
gg. Rescue Squad or Rescue Unit. The term "rescue squad" or "rescue unit"
shall mean a group of individuals who are not necessarily trained in
emergency medical services, fire fighting, or law enforcement, but who
expose themselves to an external, non-medical, and non-patient related
peril to effect the removal of individuals facing the same type of peril to
areas of relative safety.
hh. Secondary Ambulance Provider. The term "secondary ambulance
provider" shall mean the system of personnel and equipment meeting the
same criteria as a primary ambulance provider, but not normally
dispatched on first call response.
ii. Service. The term "service" shall mean the same as owner.
jj. Treatment Protocols. "Treatment Protocols" shall mean a document
approved by the medical director and the Office of Emergency Medical
Service specifying the diagnostic procedures, treatment. procedures,
medication administration, and patient-care-related policies that shall be
completed by emergency service personnel based upon the assessment of
the patient.
kk. Victim. The term "victim" shall mean any patient or potential patient that
is entrapped, entangled pinned, fallen, suspended, or otherwise in need of
rescue services.
North State Medical Transports, Inc.
EMS Franchise Agreement
10
Section 4. General Responsibilities
a. Grantee is authorized under this Franchise to operate the following types
of service(s), the combination of which shall constitute Grantee's "EMS
Services for the purposes of this Franchise, and subcategories under which
they can operate shall be identified in the "Operation Agreement" to be
entered into by the Franchisee and the County within 90 days after
acceptance of the Franchise permit.
i. Emergency Services Basic Life Support Transport Services
ii. Convalescent Basic Life Support Transport Services
c. Grantee shall comply at all times with the requirements of "An Ordinance
Regulating Ambulance, Emergency Medical, First Responder And Rescue
Service And Granting Of Franchise And Contracts To The Operator In The
County Of Orange ("EMS Franchise Ordinance"), this Franchise Agreements,
the Operations Agreement, and all applicable laws relating to health,
sanitation, safety, equipment, ambulance design or other EMS Services
vehicle design and all legal requirements related to a Model EMS System and
all other laws and ordinance;
a. Grantee shall maintain in good standing its state and local Drivers and
Privilege license (s) to operate its ambulance or other EMS Services as
provided for by Law.
b. Establish and maintain appropriate and effective professional working
relationships with all public health, public safety, and emergency services
organization and personnel.
c. Professional working relationships shall be cooperative and collaborative
in nature.
d. Maintain neat, clean, and professional appearance of personnel, equipment
and facilities.
Section 5. Scope of Service and Service Area
a. Grantee shall operate its EMS Services, 24 hours per each and every day
of the calendar year, within the Franchise District specified in Exhibit A,
except when a different or additional service area is provided for herein.
b. Grantor may from time to time alter, and at its sole discretion, amend
Exhibit A and the service area of the County that constitute (s) the
Franchise District.
North State Medical Transports, Inc.
EMS Franchise Agreement
11
c. Grantor shall at all times during the terms of the Franchise provide the
highest level of care to all residents within the service area of the
Franchise District.
Section 6. The Orange County Emergency Services System ("ESS") Plan
a. Grantee shall comply with the Grantor's official written ESS System Plan
for the management and deployment of EMS Services Vehicles within the
Franchise District and, additionally, within other service areas pursuant to
the EMS System Mutual Aid Plan and any cooperative agreement to
continue services in service areas where Franchisees' I?MS System
franchises has been suspended.
b. Grantee shall keep at its place a business at all times the most current copy
of the ESS System Plan.
Section 7. Staffing and Performance Requirements
a. Grantee shall comply with the scope of practice rules promulgated by the
North Carolina Medical Board pursuant to law regarding the medical skills
and medication that may be used by credentialed emerge;ncy medical
services personnel at each level of patient care.
b. Grantee shall comply with standard for drivers and attendants developed
by the North Carolina Medical Care Commission as requirements for
certification of emergency medical technicians pursuant to law, rules and
regulations promulgated by the Board of Medical Examiners for advanced
life support technicians, which is incorporated in this subsection by
reference.
c. No staff of Grantee shall drive an ambulance vehicle, attend a patient, or
permit an ambulance to be operated when transporting a patient within the
County unless the driver holds a currently valid North Carolina Drivers
license and currently valid credentials as an EMT, EMT-I or EMT-P
issued by the North Carolina Department of Health and Human Services,
Office of Emergency Medical Services. Notwithstanding the foregoing, in
an exceptional circumstance when an EMT, EMT-I, or E:MT-P is not
available, for the purpose of driving only or when providing Non-
Transport Service an approved firefighter, First or Medical Responder,
Rescue Services Provider or law enforcement officer with a currently valid
North Carolina drivers license may drive an ambulance, provided such
driver does not attend a patient or victim or does not otherwise provide
medical services to a patient or victim.
d. Grantee shall comply with the Grantor's official written EMS System Plan
for the use of credentialed EMS personnel for all of the authorized
North State Medical Transports, Inc.
EMS Franchise Agreement
12
Practice Settings. Any agreement between Grantee and a third party to
provide special events coverage is subject to pre-approval in writing by
the Grantor, which approval shall not be reasonable withheld.
e. Grantee's staff that operate EMS Service Vehicles shall actively
participate in any emergency vehicle operations training provided by the
Grantor as directed by the Emergency Services Director.
f. Grantee's staff shall comply with Grantor's official written EMS System
continuing education plan for EMS personnel under the direction of the
Orange County Continuing Education Coordinator.
g. Grantee staff shall also participate in all clinical and field internship
educational components of Grantor's continuing education plan.
h. Grantee shall comply with all education program requirements for
qualified credentialed EMS personnel as provided by law.
Grantee shall assign credentialed staff to assist, upon request, with any
orientation provided by Grantor to local area hospitals that routinely
receive patients from Grantee.
Section 8. Vehicle and Equipment Requirements
a. Grantee shall comply with all vehicle and equipment standards as
developed by the North Carolina Medical Care Commission pursuant to
law, including without limitation, those applicable to the EMS Services.
b. Grantee shall maintain for each ambulance and other EMS Services
Vehicle a permit as provided for by law.
c. Grantee shall comply with the state EMS Non-Transporting Vehicle
Permit requirements.
d. Grantee shall have available the following minimum number of
ambulances and other EMS Services Vehicles in excellent working order
to provide coverage to the service area of the Franchise District 24 hours
per day.
One (1) Type 1 Ambulance, One (1) In Service Rescue Vehicles and other
EMS Services Vehicles and equipment as necessary to provide the high
quality of services provided for in this Franchise.
e. Grantee shall comply with the .Grantor's operational protocols for the
management of equipment, supplies and medications to assure that each
ambulance and other EMS Services Vehicle contains the required
North State Medical Transports, Inc.
EMS Franchise Agreement
13
equipment and supplies on each response; for cleaning and maintaining
the equipment and vehicles; and to assure that supplies anti medications
are not used beyond the expiration date and stored in a temperature
controlled atmosphere according to manufacturer's specifications.
f. Grantee shall comply with the Orange County's written infection control
policy including the cleansing and disinfecting of ambulances and other
EMS Services Vehicles and equipment that are used to treat or transport
patients.
g. Grantor may, upon reasonable notice, inspect all equipment, ambulances
and other EMS Service Vehicles used by Grantee.
Section 9. Communications Requirement
a. Grantee shall equip each ambulance and other EMS Services Vehicle with
the following:
i. An operational two-way radio capable of establishing good quality
voice communications from with the geographical confines of
Orange County to each hospital emergency department in the
County in which the service is based;
ii. Two-way radio communication capabilities for communication
with all hospital emergency departments to which transportation of
patients is made on a regular or routine basis anywhere within the
State of North Carolina; and
iii. An operational two-way radio capable of establishing
communications from within the geographic confines of Orange
County to the Orange County Emergency Communications Center,
which is the dispatching agency within the County.
b. This subsection shall not apply to privately owned vehicles of Grantee's
staff.
c. Grantee shall maintain current authorization or Federal Communication
Commission licenses for all frequencies and radio transmitters operated by
Grantee. Grantee shall display at Grantee's headquarters and make
available for inspection per Federal Communication Commission's rules
and regulations copies of all authorization and licenses.
d. Grantee's base of operations shall have at least one open telephone 24
hours per each and every day of the calendar year. Grantee's telephone
numbers shall be registered with Orange County Emergency
Communication Center, and changes to Grantee's telephone numbers shall
North State Medical Transports, Inc.
EMS Franchise Agreement
14
be transmitted to the Emergency Communication Center within 24 hours
of such change.
e. Grantee's EMS Services shall be dispatched from the Orange County
Emergency Communications Center.
Section 10. Data Collection and Performance Report
a. Grantee shall maintain the following records:
i. Records of dispatch which shall show time call was received, time
dispatched, time arrived on scene, time arrived at destination, time
in service, and time returned to base.
ii. Trip Records stating all information required in subsection (i) of
this Section in addition to information on a form approved by the
County. The trip record shall be so designed as to provide the
patient with a copy containing all required information.
iii. Personnel Checklist and Inspection Report listing contents and
description for each vehicle, signed by the individual verifying
vehicle operations and equipment.
iv. ~ A detailed record of complaints received from the public, other
enforcing agencies and services regarding Franchise infractions.
v. Any other records required by state law, rules or regulations or
deemed by the Department of Emergency Service as relevant to the
effective and efficient operations of the Emergency Management
System as provided in the "Operations Agreement" and necessary
for a fair determination of the capability of the Grantee to continue
to provide Emergency Medical Services and Rescue Services in
Orange County in accordance with the requirement of law and the
provision of this Franchise.
b. All of the records identified in subsection (a) above shall be maintained
for a minimum three (3) year period unless a longer retention period is
otherwise required by law or other retention periods.
c. Grantee shall establish and maintain a system to record data that used the
Model Data set and data dictionary as specified in "North Carolina
College of Emergency Physicians: Standards for Medical Oversight and
Data Collection."
d. Grantees shall maintain confidentiality of patient records as provided by
the Health Insurance Portability and Accountability Act of 1996 (HIPAA),
North State Medical Transports, Inc.
EMS Franchise Agreement
15
Public Law 104-191, N.C. Gen. Stat. 143-518 and all other state and
federal law.
e. Grantee shall submit a written monthly report to the Emerge;ncy Services
Director, or their designee, providing the number of calls and runs during
the month. The report shall contain the number of emergency calls, the
number of convalescent calls, the total number of calls and the total
number of patients transported.
f. Grantee may inspect Grantee's records at any time in order to ensure
compliance with the EMS Franchise Ordinance and this Franchise
Agreement; however, Grantor's shall inspect the Grantee's records at least
once a year to ensure compliance with the EMS Franchise Ordinance and
this Franchise Agreement.
Section 11. Medical Oversight
a. Grantee shall designate a representative of Grantee to attend and
participate in regular meetings of the Orange County EMS Peer Review
Committee.
b. Grantee shall monitor and comply with any online medical direction for
operating within EMT-P systems.
c. Grantee shall comply with the Grantor's plan for Medical Oversight and
Written Treatment Protocols.
d. Grantee shall comply with the Grantor's written plan to address the
management of the EMS System including:
i. the triage of patients to appropriate facilities;
ii. transport of patients to facilities outside of the system;
iii. Arrangement for transporting patients to appropriate facilities
when diversion or bypass plans are activated;
iv. A mechanism for reporting, monitoring and establishing standards
for system response times;
v. A special events staffing plan;
vi. A disaster plan; and
vii. Mass gathering plan.
North State Medical Transports, Inc.
EMS Franchise Agreement
16
e. Grantee shall comply with the Medical Director's written guidance
regarding decision about the equipment, medical supplies, and
medications that will be carried on any ambulance or other EMS Services
Vehicle.
f. The Medical Director may suspend temporarily, pending due process
review by the EMS Peer Review Committee, any of Grantee's EMS
personnel from further participation in the EMS system when the Medical
Director determines that the activities or medical care rendered by such
personnel may be detrimental to the care of the patient, constitute
unprofessional behavior or results in non-compliance with credentialing
requirements.
Section 12. Rates and Adjustments
a. Grantee shall submit a schedule of rates to the Grantor for approval and
shall not charge more or less than the rates authorized by Orange County
without specific authorization from the Grantor.
b. Grantee shall not attempt to collect rates on emergency call until the
patient has reached the point of destination, has received medical attention
and is in a condition deemed by the physician fit to consult with the
service; but Grantee may attempt to collect rates with family or guardian
of the patient once the patient is in the process of receiving medical
attention.
c. On Special Event coverage and convalescent calls, Grantee may attempt to
collect payment before the ambulance or other EMS Services Vehicle
begins its trip.
Section 13. Insurance
a. Within thirty (30) calendar days after the effective date of issuance of the
Franchise, the Grantee shall provide proof of the required insurance.
Grantee shall at all times during the Franchise term maintain in force and
effect insurance coverage, issued by an insurance company licensed to do
business in North Carolina, covering the following:
i. Every ambulance or other EMS Services Vehicle owned and/or
operated by or for the Grantee proving for the following payment
of injury and damages:
(a) In the minimum sum of $1,000,000 for injury to or death of
individuals in accidents resulting from any cause for which
the owner of the vehicle would be liable on account of
North State Medical Transports, Inc.
EMS Franchise Agreement
17
liability imposed on him by law, regardless oi' whether the
vehicle was being driven by the owner of his agent; and
(b) In the minimum sum of $1,000,000 for the loss of or damage
to the property of another, including personal property, or
under like circumstances in sums as may be required by the
State of North Carolina or as authorized by the Grantor.
(c) The insurance coverage minimum limits required in
subsection (a) and (b) above shall be evaluated annually by
the Orange County Department of Emergency Services in
consultation with the Orange County Risk Manager and the
County Attorney's Office and may be revised by the Grantor
as Grantor deems appropriate, and at Gt•antor's sole
discretion. In directing a change in insurance coverage, the
Department of Emergency Services shall consider the risk
needs protected by this insurance coverage and the
availability in the marketplace of the coverage amounts to be
required.
ii. Grantee shall at all times during the Franchise term maintain in
force and effect insurance coverage, issued by an insurance
company licensed to do business in North Carolina for Worker's
Compensation coverage for all employees with statutory limits in
compliance with applicable law.
b. Insurance coverage necessary to comply with this Section shall be
approved by the Grantor, and copies of such insurance policies (or
certificates of insurance) shall be provided to the Grantor.
c. The Grantor shall be named as an additional insured as its interests may
appear.
Section 14. Transfer of Ownership or Control and Changes in Level of Services
a. Prior approval of the Grantor shall be required where ownership or control
of more than ten percent of the right or control of the Grantee is acquired
by a person or group of persons acting in convert, not of whom own or
control ten percent or more of such rights of control, singularly or
collectively, at the date of the grant of the Franchise. By its acceptance of
the Franchise, the Grantee specifically agrees that any such acquisition
occurring without prior approval of the Grantor shall constitute a violation
of the Franchise by the grantee and shall be cause for termination at the
option of the Grantor.
North State Medical Transports, Inc.
EMS Franchise Agreement
18
b. Any change in ownership of Grantee without the approval of the Grantor
shall terninate the Franchise and shall require a new application and a
new Franchise in conformance with all the requirements of the EMS
Franchise Ordinance, as amended and in effect at the time of franchising.
c. Any change in the level of services offered by a Grantee's EMS Services
unit without the approval of the Grantor shall terminate the Franchise and
shall require a new application and a new franchise in conformance with
all the requirements of the EMS Franchise Ordinance, as amended and in
effect at the time of franchising.
d. Grantee may not sell, assign, mortgage br otherwise the transfer the
Franchise without the approval of the Grantor; if the Grantor sells, assigns,
mortgages or otherwise transfer the Franchise without Grantor's approval
this shall terminate the Franchise and require a new application and a new
Franchise in conformance with all the requirements of the EMS Franchise
Ordinance, as amended and in effect at the time of franchising.
Section 15. Miscellaneous Provisions
a. Grantor may, upon reasonable notice, inspect the premises, vehicles,
equipment and personnel of Grantee to ensure compliance with this
Franchise and perform any other inspections that may be required.
b. Grantee shall make available for inspection by the State of North Carolina,
the Grantor, or their designated representatives, Grantee's EMS Services,
its equipment and the premises designated in the application and all
records relating to its maintenance and operations as such.
c. Grantee shall cooperate with the Grantor to educate the public concerning
injury prevention and community health.
d. Grantee's staff shall not wear or carry aboard any ambulance of other
EMS Services Vehicles firearms or weapons as defined by law, which
does not include tools that aid in providing services. The foregoing
restriction shall not be construed to apply to equipment used by Grantee to
provide EMS Services.
Grantee shall post its Franchise Certificate, issued to it by the Grantor, in a
readily visible location at the Grantee's base of operations for the EMS
Service.
f. Grantee shall not allow its Franchise Certificate to be defaced, removed,
or obliterated.
North State Medical Transports, Inc.
EMS Franchise Agreement
19
g. Grantee shall comply with all applicable law and Grantor's policies and
procedures related to confidentiality of medical information, including
without limitation the Health Insurance Portability and Accountability Act
of 1996 (HIPAA).
Section 16. Termination Provisions
a. Grantee may terminate this Franchise with 60 days written notice to
Grantor and the Grantor may revoke the Franchise in the event of
noncompliance with the provisions of the EMS Ordinance or this
Franchise Agreement. After a notice of services termination is given, the
Grantee may reapply for a franchise if a continued service is desired.
b. Upon suspension, revocation, termination or a stay by the Emergency
Services Director of this Franchise, Grantee shall immediately cease all
operations authorized by this Franchise.
c. Upon suspension, revocation, termination of a driver's license such person
shall cease to dive an ambulance or other EMS Service Vehicle. Upon
suspension, revocation or termination of an attendant's certificate (i.e.,
Medical Responder, EMT, EMT-I or EMT-P) by the Office of Emergency
Medical Services or by the Medical Director, such person shall cease to
attend patients or otherwise provide medical care. Grantee shall not
permit the foregoing person to drive an ambulance or their EMS Service
Vehicle or provide medical care in conjunction with EMS Services, if
Grantee is found to have notice of or should have had notice of such
suspension, revocation or termination at the sole discretion of the Grantor
this shall terminate the Franchise and shall require a new application and a
new Franchise in conformance with all the requirements of the EMS
Franchise Ordinance, as amended and in effect at the time of franchising.
d. In the event that Grantee shall at any time during the Franchise desire to
sell any of the real or personal property identified in Exhibit I3 (hereinafter
"Asset" or "Assets"), which is hereby incorporated by reference, pursuant
to a bona fide offer to a bona fide offer which it shall have received, it
shall offer to sell any such Asset or Assets (hereafter "Asset or Assets for
Sale) to Grantor at the same process as that contained in such bona fide
offer. The offer to Grantor to sell an Asset shall be in writing and shall
include a copy of the bona fide offer. The offer to Grantor to ell an Asset
shall be in writing and shall include a copy of the bona fide offer for the
Asset received by the Grantee. Grantor shall have 60 days fi•om and after
receipt thereof to decide whether or not to purchase the Asset or Assets for
Sale at such prove. If Grantor shall give notice of intent not to purchase or
shall give no notice within the time herein limited, Grantee may accept
such offer and proceed with the sale thereunder. If Grantor notifies
Grantee that it elects to purchase the Asset or Assets for Sale at such
North State Medical Transports, Inc.
EMS Franchise Agreement
20
prove, the parties shall enter into a contract of purchase and sale forthwith.
Such contract shall provide, among other things, for the conveyance of
good and marketable title b warranty deed. Upon dissolution of the
Grantee pursuant to N.C. Gen. Stat. § SSA-14-1, et seq., the Assets shall
be either: (a) distributed to one or more appropriately receiving successor
Franchisee (s) that will carry on, In Orange County, the functions of
ambulance, first or medical responder, rescue or other related emergency
services meeting one or more exempt purposes within the meaning of
501(c)(3) of the Internal Revenue code (or the corresponding section of
any future federal tax code) or (b) distributed to the grantor for the
foregoing public purposes. This subsection 16(d) of this EMS Service
Franchise survives the termination of the Franchise.
Section 17. Forum for Litigation
Any litigation between the Grantor and Grantee arising under or regarding the Franchise
shall occur, if in the North Carolina courts, in Orange County Superior Court or District
Court .having jurisdiction thereof, or if in the federal courts, in the United States District
Court for the Middle District of North Carolina.
Section 18. Notice
Any notice provided for under the Franchise shall be sufficient if in writing and delivered
personally to the following address or deposited in the United States Mail, postage
prepaid, certified mail, return receipt requested, addressed as follows, or to such other
address as the receiving party hereafter shall specify in writing:
If to the Grantor:
Orange County Emergency Services
Post Office Box 8181
Hillsborough, North Carolina 27278
Attn: Emergency Services Director
(919) 245-6100
If to the Grantee:
(Need information)
Section 19. Severability
If any section, subsection, sentence, clause, phrase, or other portion of this Franchise is,
for any reason, declared invalid, in whole or in part, by any court, agency, commission,
legislative body, or other authority of competent jurisdiction, such portion shall be
North State Medical Transports, Inc.
EMS Franchise Agreement
21
deemed a separate, distinct and independent portion. Such declaration shall not affect the
validity of the remaining portions hereof, which other portions shall continue in full force
and effect.
Section 20. Reservation of Rights
Notwithstanding any other provision of the Franchise, Grantor and Grantee reserve all
rights that they may possess under the law unless expressly waived herein. Nothing
herein shall constitute a waiver of rights of either party, provided, however, that both
parties warrant and represent that, as of the effective date of the Franchise, they are not
aware of any provision in the Franchise that is contrary to applicable law.
Section 21. Penalties and Remedies
a. A violation of any provision of this Franchise Ordinance or other failure of
the Grantee to abide by the provisions of this Franchise shall subject the
Grantee to a civil penalty of five hundred ($500) dollars. If Grantee fails
to pay this penalty within ten (10) days after being cited for a violation,
the Grantor may seek to recover the penalty by filing a civil action in the
nature of a debt.
b. A violation of any provision of this Franchise Ordinance by the Grantee
shall constitute a misdemeanor, punishable as provided in N.C. Gen. Stat.
§ 14-4.
c. The Grantor may seek to enforce this Franchise Ordinance through any
appropriate equitable action.
d. Each day that a violation continues of this Franchise Ordinance after the
Grantee has been notified of the violation shall constitute a separate
offense.
e. The Grantor may seek to enforce this Franchise Ordinance by using any
one or any combination of the foregoing remedies. _
Section 22. Non-discrimination
The Grantee shall not discriminate in any manner on the basis or factors prohibited by
law.
Section 23. Acceptance by Grantee
This Franchise and all of its terms and provisions shall be accepted by Grantee in writing
in the form hereinafter set forth within thirty (30) days of the grant of this Franchise by
the Grantor and when accepted shall be filed with Grantor's Clerk who shall record the
same in the Book of Ordinances.
North State Medical Transports, Inc.
EMS Franchise Agreement
22
Such written acceptance may be upon or at the end of a copy of this Franchise Ordinance
and it shall state and express the acceptance of said Franchise and its terms, conditions
and provisions; and Grantee shall agree in said written acceptance to abide by, to observe
and to perform the same according to all of its terms and provisions, subject to applicable
state and federal law and shall declare that statements and recitals contained on said
Franchise are correct and that it has made and does make the agreements and statements
set forth in this Franchise. Acceptance herein referred to shall be in the following form:
The undersigned, in his/her capacity as
of the North State Medical Transport. and on behalf of that agency,
does hereby accept and approve the foregoing and attached Franchise and all of its terms
and conditions; and in consideration of the benefits and privileges granted to it does
hereby agree to abide by, carry out, observe and perform all of the obligations and things
provided to be carried out and performed by it in said Franchise approved by the Grantor
Commissioners, subject to applicable state and federal law.
This the day of , 2010
FOR GRANTEE:
Printed Name and Title
STATE OF NORTH CAROLINA )
COUNTY OF ORANGE )
On the day of , 2010 before me a Notary Public for the County and
State aforesaid, personally appeared before me on
behalf of said agency, acknowledges the signing and execution of the foregoing
instrument:
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and aff xed by
notarial seal on the day and year above written.
Notary Public
My Commission Expires:
North State Medical Transports, Inc.
EMS Franchise Agreement
IN WITNESS WHEREOF, this North State Medical Transport. Franchise Ordinance
passed on First Reading on the day of Apri12010 and was passed and adopted on
Second Reading this the day of , 2010.
Valerie P. Foushee, Chair
Orange County Board of Commissioners
ATTEST:
Donna Baker, Clerk to the
Orange County Board of Commissioners
APPROVED AS TO FORM:
Annette M. Moore, Staff Attorney
Orange County Attorney's Office
North State Medical Transports, Inc.
EMS Franchise Agreement
23
24
ACCEPTANCE BY GRANTEE:
This Franchise and all of its terms and provisions shall be accepted by Grantee in writing
in the form hereinafter set forth within thirty (30) days of the grant of this Franchise by
the Grantor and when accepted shall be filed with Grantor's Clerk who shall record the
same in the Book of Ordinances.
Such written acceptance may be upon or at the end of a copy of this Franchise Ordinance
and it shall state and express the acceptance of said Franchise and its terms, conditions
and provisions; and Grantee shall agree in said written acceptance to abide by, to observe
and to perform the same according to all of its terms and provisions, subject to applicable
state and federal law and shall declare that statements and recitals contained on said
Franchise are correct and that it has made and does make the agreements and statements
set forth in this Franchise. Acceptance herein referred to shall be in the following form:
The undersigned, in his/her capacity as
of the North State Medical Transport., and on behalf of that agency,
does hereby accept and approve the foregoing and attached Franchise and all of its terms
and conditions; and in consideration of the benefits and privileges granted to it does
hereby agree to abide by, carry out, observe and perform all of the obligations and things
provided to be carried out and performed by it in said Franchise approved by the Grantor
Commissioners, subject to applicable state and federal law.
This the day of , 2010
FOR GRANTEE:
Printed Name and Title
STATE OF NORTH CAROLINA
COUNTY OF ORANGE
On the _ day of , 2010 before me a Notary Public for the County and State
aforesaid, personally appeared before me on behalf of said
agency, acknowledges the signing and execution of the foregoing instrument.
IN TESTIMONY WI~REOF, I have hereunto subscribed my name and affixed by notarial seal
on the day and year above written.
Notary Public
My Commission Expires:
North State Medical Transports, Inc.
EMS Franchise Agreement
EXHIBIT A TO EMS SERVICES FRANCHISE FOR NORTH STATE
MEDICAL TRANSPORT., A NORTH CAROLINA FOR-PROFIT
CORPORATION
FRANCHISE DISTRICT
Geographic Location: All of the County of Orange
North State Medical Transports, Inc.
EMS Franchise Agreement
25
26
EXHIBIT B TO EMS SERVICES FRANCHISE FOR NORTH STATE MEDICAL
TRANSPORT, A NORTH CAROLINA FOR-PROFIT CORPORATION
ASSETS
1. Real Estate and Improvements
Address Estimated Prope Value
No current Orange County location
2. Personal Property
*Estimated Replacement Value
Type (as of Januar~1, 2010
Ambulance Supplies, Office Supplies
Office Furnishing, Fixtures, & Misc
Equipment
2010 Dodge Sprinter Ambulance $101,000
North State Medical Transports, Inc.
EMS Franchise Agreement
o~D_~ao~o- o7ro
AAA Transport, Inc.. Ambulance Service Franchise Ordinance
An Ordinance granting anon-exclusive Franchise ("hereafter Franchise") to AAA
Transport, Inc..., a North Carolina. For-Profit Corporation ("the Grantee") to operate
Emergency Medical Basic Life Support Transportation Services and Convalescence
Basic Life Support Transportation Services in Orange County, North Carolina..
WHEREAS, Orange County ("the Grantor"), desires to assure the availability of
Emergency Medical and Convalescent Basic Life Support Transportation Services within
the County;
WHEREAS, the Grantor has, following reasonable notice, and after
consideration, analysis and deliberation conducted public proceedings, during which
proceedings the technical ability, financial condition, legal qualifications and general
character of the Grantee were determined to be acceptable to receive a Franchise to
conduct its Emergency Medical and Convalescence Basic Life Support Transportation
Services;
WHEREAS, the Grantor has determined that Grantee is entitled to have a non-
exclusive Franchise granted, that a need exists for the Emergency Medical and
Convalescent Basic Life Support Transportation Services contemplated herein to improve
the level of services available to residents of Orange County, helping to assure the
provisions of adequate and continuing services which preserves, protects, and promotes
the public health safety and welfare, and that granting a Franchise to the Grantee is a cost
effective and reasonable manner of meeting the need;
WHEREAS, the Grantee desires to operate Emergency Medical and Convalescent
Basic Life Support Transportation Services within the Grantor's jurisdiction;
WHEREAS, the proposed Emergency Medical and convalescent Basic Life
Support Transportation Services will fit within the existing services provided by the
Orange County Emergency Services System so as not to adversely affect the level of
services or operations of other Franchisees to render service; and
WHEREAS, the procedures of N.C. Gen. Stat. § 153A-250, § 153A-45, and
§ 153A-46 have been complied with.
NOW THEREFORE, the parties agree as follows:
Section 1. Nature and Term of Grant
a. The Grantor hereby grants the Grantee anon-exclusive Franchise to operate
and maintain Emergency Medical and Convalescent Basic Life Support
Transportation Services (be an EMS and Convalescent Services provider) in
the Franchise District upon the terms and conditions set forth herein.
4
AAA Transport, .Inc.
EMS Franchise Agreement
Page 1 of 23
5
b. The Franchise granted herein is for a term of five (5) yeazs from the effective
date of the Franchise, which shall begin on the first day following the date of
acceptance by the Grantee of the Franchise terms and conditions set forth
herein.
Section 2. Definitions
The following words, terms and phrases, when used in this Franchise, shall have the
meanings ascribed to them in this Section, except where the context cleazly indicates a
different meaning:
a. Ambulance. The term "ambulance" means any privately or publicly
owned motor vehicle, aircraft, or vessel that is specifically designed,
constructed, or modified and equipped and is intended to be used for and
is maintained or operated for the transportation on the streets or highways,
waterways, or airways of this State of persons who are sick, injured,
wounded, or otherwise incapacitated or helpless.
b. Ambulance Provider. The term "ambulance provider" means an
individual, firm, corporation, or association who engages or professes to
engage in the business or services of transporting patients in an
ambulance.
c. Approved. The term "approved" shall mean approved by the North
Carolina Medical Care Commission pursuant to the Tatter's rules and
regulations promulgated under N. C. Gen. Stat. § 143B-165.
d. Advisory Committee or Committee. The term "Advisory Committee" or
"Committee" shall mean the Orange County Emergency Medical Services
Committee which is the technical advisory committee designated by the
Board of County Commissioners with respect to emergency medical
services in Orange County.
e. Contract. The term "contract" shall mean the instrument by which both
parties agree to the terms of operation of the service to be provided.
f. Convalescent Transportation Services. The term "convalescent
transportation service" shall mean the operation of an ambulance for any
purpose other than transporting emergency or emergent patients.
g. ~ County. The term "County" shall mean Orange County and its Boazd of
Commissioners or their designated representative(s).
h. Emergency. The term "emergency" or "emergency transportation
services" shall mean the use of a service, its equipment and personnel to
provide medical care, rescue,.and/or transportation of a patient who is in
AAA Transport, Inc.
EMS Franchise Agreement
Page 2 of 23
6
need of immediate rescue or medical treatment in order to prevent loss of
life or further aggravation of physiological or psychological illness or
injury.
i. Emergency Services System or ESS. Emergency Services System or
"ESS" shall mean a coordinated arrangement of local resources under the
authority of the Emergency Services. Director (including all agencies,
personnel, equipment, and facilities) organized to respond to medical
emergencies and integrated with other health care providers and networks
including public health, community health monitoring activities, and
special needs populations.
j. Emergency Medical Dispatcher or Telecommunicator. The term
"emergency medical dispatcher" of "telecommunicator" shall mean an
emergency telecommunicator who has completed educational
requirements and been credentialed by the Department of Health and
Human Services as an emergency medical dispatcher and who is available
to receive requests for emergency services, to dispatch emergency
services, and to advise local law enforcement agencies, fire departments,
rescue squads, first or medical responder units and emergency medical
services and facilities of any existing or threatened emergency.
k. Emergency Medical Services. "Emergency Medical Services" or "EMS"
means services rendered by emergency medical services personnel in
responding to improve the health and wellness of the community and to
address the individual's need for emergency medical care within the scope
of practice as defined by the North Carolina Medical Boazd, in accordance
with G.S. 143-514, and the Orange County Medical Director in order to
prevent loss of life or further aggravation of physiological or
psychological illness or injury.
1. Emergency Medical Services Instructor. "Emergency Medical Services
Instructor" means an individual who has completed. educational
requirements approved by the Department of Health and Human Services
and has been credentialed by that Department as an emergency medical
services instructor.
m. Emergency Medical Services Peer Review Committee. Emergency
Medical Service Peer Review Committee means a panel composed of
EMS program representatives responsible for analyzing patient care data
and outcome measures to evaluate the ongoing quality of patient care,
system performance, and medical d'ir'ection within the EMS system. The
committee may include physicians, nurses, EMS personnel, medical
facility personnel and county government staff as determined by the
Emergency Services Director in consultation with the County Medical
Director.
AAA Transport, Inc.
EMS Franchise Agreement
Page 3 of 23
n. Emergency Medical Technician (EMT). The term "emergency medical
technician" means an individual who has completed a training program in
emergency medical care that has been approved for legal recognition by
the North Carolina. Department of Health and Human Services, in
accordance with rules promulgated by the Medical Care Commission, has
been certified as an EMT by the State of North Carolina. Office of
Emergency Medical Services, and approved by the County Medical
Director to perform services as an EMT in the Orange County EMS
system.
o. Emergency Medical Technician -Intermediate (EMT-I). The term
"emergency medical technician -intermediate" means an individual who
has completed a training program in emergency medical care at the
intermediate level that has been approved for legal recognition by the
North Carolina. Department of Health and Human Services, in accordance
with rules promulgated by the Medical Care Commission, has been
certified as an EMT -Intermediate by the State of North Carolina Office
of Emergency Medical Services, and approved by the County Medical
Director to perform services at the EMT-Intermediate level in the Orange
County EMS system.
p. Emergency Medical Technician -Paramedic (EMT-P). The term
"emergency medical technician -paramedic" means an individual who has
completed a training program in emergency medical care at the paramedic
level that has been approved for legal recognition by the North Carolina
Department of Health and Human Services, in accordance with rules
promulgated by the Medical Care Commission, has been certified as an
EMT-Paramedic by the State of North Carolina Office of Emergency
Medical Services, and approved by the County Medical Director to
perform services as an EMT-Paramedic in the Orange County EMS
system.
q. Emergency Services Director. The term shall mean the person designated
by the Orange County Board of Commissioners to manage the overall
Emergency Services System in Orange County.
r. First Responder. The term "first responder" shall mean an organization
with personnel trained in emergency medical care that is dispatched to the
scene of a medical emergency for the primary purpose of providing
emergency medical assistance to a patient until the ambulance and
additional medical aid arrives.
s. Franchise. The term "franchise" shall mean a permit issued by the County
to a person for the operation of am ambulance service, rescue squad or
first responder unit.
AAA Transport, Inc.
EMS Franchise Agreement
Page 4 of 23
8
t. Franchisee. The term "franchisee" shall mean any person having been
issued a franchise by the County for the operation of an ambulance
service, rescue squad or first responder unit.
u. Inspection. Inspection shall mean the physical review of buildings and
facilities, vehicles, equipment, supplies, storage, repair and maintenance
areas, records and any related materials.
v. License. The term "license" shall mean any driver's license or permit to
operate a motor vehicle issued under or granted by the laws of the State of
North Cazolina.
w. Medical Responder. "Medical Responder" shall mean an individual who
has completed an educational program in emergency medical care and first
aid approved and credentialed by the Department of Health and Human
Services as a medical responder and the Orange County Medical Director
to operate in Orange County EMS.
x. Medical Director. "Medical Director" shall mean the physician
appointed, either directly or by written delegation, by the County and
have the responsibilities asprovide by l0A NCAC 13P .0403 and l0A
NCAC 13P .0404. The County may, in addition, appoint an assistant
medical director. The medical director and the assistant medical director
shall meet the criteria defined in the "North Cazolina College of
Emergency Physicians: Standards of Medical Oversight and Data
Collection," which is incorporated by reference in accordance with N.C.
Gen. Stat. § 150B-21.6, including subsequent amendments and editions.
y. Non-Emergency Transportation Services. The term "non-emergency
transportation service" shall mean the operation of an ambulance for any
purpose other than transporting emergency or emergent patients.
z. Operation Protocols. "Operation Protocols" shall mean the administrative
policies and procedures of EMS that provides guidance for the day-to-day
operations of the system.
aa. Operator. The term "operator" shall mean a person in actual physical
control of an ambulance or rescue service vehicle which is in motion or
which has the engine rnnning.
bb. Owner. The terns. "owner" shall man any person or entity who owns an
ambulance or provides a service covered by this Ordinance:
cc. Patient. The term "patient" shall mean an individual who is sick, injured,
wounded, or otherwise incapacitated or helpless such that the need for
AAA Transport, Inc.
EMS Franchise Agreement
Page 5 of 23
9
some medical assistance might be anticipated while being transported to or
from a medical facility.
dd. Person. The term "person" shall mean any individual, firm, partnership,
association, corporation, company, group of individuals acting together for
a common purpose, or organization of any kind, including any
governmental agency other than the United States.
ee. Practical Examination. "Practical Examination means a test where an
applicant for credentialing as an emergency medical technician, or medical
responder, emergency medical technician -intermediate, or emergency
medical technician -paramedic demonstrates the ability to perform
specified emergency medical care skills.
ff. Rescue. The term "rescue" shall mean the removal of individuals facing
external, non-medical, and non-patient related peril to areas of relative
safety.
gg. Rescue Squad or Rescue Unit. The term "rescue squad" or "rescue unit"
shall mean a group of individuals who are not necessarily trained in
emergency medical services, fire fighting, or law enforcement, but who
expose themselves to an external, non-medical, and non-patient related
peril to effect the removal of individuals facing the same type of peril to
areas of relative safety.
hh. Secondary Ambulance Provider. The term "secondary ambulance
provider" shall mean the system of personnel and equipment meeting the
same criteria as a primary ambulance provider, but not normally
dispatched on first call response.
ii. Service. The term "service" shall mean the same as owner.
jj. Treatment Protocols. "Treatment Protocols" shall mean a document
approved by the medical director and the Office of Emergency Medical
Service specifying the diagnostic procedures, treatment procedures,
medication administration, and patient-care-related policies that shall be
completed by emergency service personnel based upon the assessment of
the patient.
kk. Victim. The term "victim" shall mean. any patient or potential patient that
is entrapped, entangled pinned, fallen, suspended, or otherwise in need of
rescue services.
Section 4. General Responsibilities
AAA Transport, Inc.
EMS Franchise Agreement
Page 6 of 23
10
a. Grantee is authorized under this Franchise to operate the following types
of service(s), the combination of which shall constitute Grantee's "EM5
Services for the purposes of this Franchise, and subcategories under which
they can operate shall be identified in the "Operation Agreement" to be
entered into by the Franchisee and the County within 90 days after
acceptance of the Franchise permit.
i. Emergency Services Basic Life Support Transport Services
ii. Convalescent Basic Life Support Transport Services
c. Grantee shall comply at all times with the requirements of "An Ordinance
Regulating Ambulance, Emergency Medical, First Responder And Rescue
Service And Granting Of Franchise And Contracts To The Operator In The
County Of Orange ("EMS Franchise Ordinance"}, this Franchise Agreements,
the Operations Agreement, and all applicable laws relating to health,
sanitation, safety, equipment, ambulance design or other EMS Services
vehicle design and all legal requirements related to a Model EMS System and
all other laws and ordinance;
a. Grantee shall maintain in good standing its state and local Drivers and
Privilege license (s) to operate its ambulance or other EMS Services as
provided for by Law.
b. Establish and maintain appropriate and effective professional working
relationships with all public health, public safety, and emergency services
organization and personnel.
c. Professional working relationships shall be cooperative and collaborative
in nature.
d. Maintain neat, clean, and professional appeazance of personnel, equipment
and facilities.
Section 5. Scope of Service and Service Area
a. Grantee is available 24 hours per each and every day upon request and
provides seven day per week service within the Franchise District
specified in Exhibit A, except when a different or additional service area is
provided for herein.
b. Grantor may from
Exhibit A and the
Franchise District.
time to time alter, and at its sole discretion, amend
service azea of the County that constitute (s) the
AAA Transport, Inc.
EMS Franchise Agreement
Page 7 of 23
11
c. Grantor shall at all times during the terms of the Franchise provide the
highest level of care to all residents within the service area of the
Franchise District.
Section 6. The Orange County Emergency Services System ("ESS") Plan
a. Grantee shall comply with the Grantor's official written ESS System Plan
for the management and deployment of EMS Services Vehicles within the
Franchise District and,. additionally, within other service areas pursuant to
the EMS System Mutual Aid Plan and any cooperative agreement to
continue services in service areas where Franchisees' EMS System
franchises has been suspended.
b. Grantee shall keep at its place a business at all times the most current copy
of the ESS System Plan. -
Section 7. Staffing and Performance Requirements
a. Grantee shall comply with the scope of practice rules promulgated by the
North Carolina. Medical Board pursuant to law regarding the medical skills
and medication that may be used by credentialed emergency medical
services personnel at each level of patient care.
b. Grantee shall comply with standard for drivers and attendants developed
by the North Carolina Medical Care Commission as requirements for
certification of emergency medical technicians pursuant to law, rules and
regulations promulgated by the Board of Medical Examiners for advanced
life support technicians, which is incorporated in this subsection by
reference.
c. No staff of Grantee shall drive an ambulance vehicle, attend a patient, or
permit an ambulance to be operated when transporting a patient within the
County unless the driver holds a currently valid North Carolina Drivers
license and currently valid credentials as an EMT, EMT-I or EMT-P
issued by the North Carolina Department of Health and Human Services,
Office of Emergency Medical Services. Notwithstanding the foregoing, in
an exceptional circumstance when an EMT, EMT-I, or EMT-P is not
available, for the purpose of driving only or when providing Non-
Transport Service an approved firefighter, First or Medical Responder,
Rescue Services Provider or law enforcement officer with a currently valid
North Carolina drivers license may drive an ambulance, provided such
driver does not attend a patient or victim or does not otherwise provide
medical services to a patient or victim.
d. Grantee shall comply with the Grantor's official written EMS System Plan
for the use of credentialed EMS personnel for all of the authorized
AAA Transport, Inc.
EMS Franchise Agreement
Page 8 of 23
12
Practice Settings.. Any agreement between Grantee and a third party to
provide special events coverage is subject to pre-approval in writing by
the Grantor, which approval shall not be reasonable withheld.
e. Grantee's staff that operate EMS Service Vehicles shall actively
participate in any emergency vehicle operations training provided by the
Grantor as directed by the Emergency Services Director.
f. Grantee's staff shall comply with Grantor's official written EMS System
continuing education plan for EMS personnel under the direction of the
Orange County Continuing Education Coordinator.
g. Grantee staff shall also participate in all clinical and field internship
educational components of Grantor's continuing education plan.
h. .Grantee shall comply with • all education program requirements for
qualified credentialed EMS personnel as provided by law. .
i. Grantee shall assign credentialed staff to assist, upon request, with any
orientation provided by Grantor to local area hospitals that routinely
receive patients from Grantee.
Section 8. Vehicle and Equipment Requirements
a. Grantee shall comply with all vehicle and equipment standards as
developed by the North Carolina Medical Care Commission pursuant to
law, including without limitation, those applicable to the EMS Services.
b. Grantee shall maintain for each ambulance and other EMS Services
Vehicle a permit as provided for bylaw.
c. Grantee shall comply with the state EMS Non-Transporting Vehicle
Permit requirements.
d. Grantee shall bave available the following minimum number of
ambulances and other EMS Services Vehicles in excellent working order
to provide coverage to the service area of the Franchise District 24 hours
per day.
One (1) Type 1 Ambulance, One (1) In Service Rescue Vehicles and other
EMS Services Vehicles and equipment as necessary to provide the high
quality of services provided for in this Franchise.
e. Grantee shall comply with the Grantor's operational protocols for the
management of equipment, supplies and medications to assure that each
ambulance and other EMS Services Vehicle contains the required
AAA Transport, Inc.
EMS Franchise Agreement
Page 9 of 23
13
equipment and supplies on each response; for cleaning and maintaining
the equipment and vehicles; and to assure that supplies and medications
are not used beyond the expiration date and stored in a temperature
controlled atmosphere according to manufacturer's specifications.
f. Grantee shall comply with the Orange County's written infection control
policy including the cleansing and disinfecting of ambulances and other
EMS Services Vehicles and equipment that aze used to treat or transport
patients.
g. Grantor may, upon reasonable notice, inspect all equipment, ambulances
and other EMS Service Vehicles used by Grantee.
Section 9. Communications Requirement
a. Grantee shall equip each ambulance and other EMS Services Vehicle with
the following:
i. An operational two-way radio capable of establishing good quality
voice communications from with the geographical confines of
Orange County to each hospital emergency department in the
County in which the service is based;
ii. Two-way radio communication capabilities for communication
with all hospital emergency departments to which transportation of
patients is made on a regular or routine basis anywhere within the
State of North Carolina; and
iii. An operational two-way radio capable of establishing
communications from within the geographic confines of Orange
County to the Orange County Emergency Communications Center,
which is the dispatching agency within the County.
b. This subsection shall not apply to privately owned vehicles of Grantee's
staff.
c. Grantee shall maintain current authorization or Federal Communication
Commission licenses for all frequencies and radio transmitters operated by
Grantee. Grantee shall display at Grantee's headquarters and make
available for inspection per Federal Communication Commission's rules
and regulations copies of all authorization and licenses.
d. Grantee's base of operations shall have at least one open telephone 24
hours per each and every day of the calendar yeaz. Grantee's telephone
numbers shall be registered with Orange County Emergency
Communication Center, and changes to Grantee's telephone numbers shall
AAA Transport, Inc.
EMS Franchise Agreement
Page 10 of 23
14
be transmitted to the Emergency Communication Center within 24 hours
of such change.
e. Grantee's EMS Services shall be dispatched from the Orange County
Emergency Communications Center.
Section 10. Data Collection and Performance Report
a. Grantee shall maintain the following records:
i. Records of dispatch which shall show time call was received, time
dispatched, time arrived on scene, time arrived at destination, time
in service, and time returned to base.
ii. Trip Records stating all information required in subsection (i) of
this Section in addition to information on a form approved by the
County. The trip record shall be so designed as to provide the
.patient with a copy containing all required information.
iii. Personnel Checklist and Inspection Report listing contents and
description for each vehicle, signed by the individual verifying
vehicle operations and equipment.
iv. A detailed record of complaints received from the public, other
enforcing agencies and services regarding Franchise infractions.
v. Any other records required by state law, rules or regulations or
deemed by the Department of Emergency Service as relevant to the
effective and efficient operations of the Emergency Management
System as provided in the "Operations Agreement" and necessary
for a fair determination of the capability of the Grantee to continue
to provide Emergency Medical Services and Rescue Services in
Orange County in accordance with the requirement of law and the
provision of this Franchise.
b. All of the records identified in subsection (a) .above shall be maintained
for a minimum three .(3) yeaz period unless a longer retention period is
otherwise required by law or other retention periods.
c. Grantee shall establish and maintain a system to record data that used the
Model Data set and data dictionary as specified in "North Carolina
College of Emergency Physicians: Standards for Medical Oversight and
Data. Collection."
d. Grantees shall maintain confidentiality of patient records as provided by
the Health Insurance Portability and Accountability Act of 1996 (HIPAA),
AAA Transport, Inc.
EMS Franchise Agreement
Page 11 of 23
15
Public Law 104-191, N.C. Gen. Stat. 143-518 and all other state and
federal law.
e. Grantee shall submit a written monthly report to the Emergency Services
Director, or their designee, providing the number of calls and runs during
the month. The report shall contain the number of emergency calls, the
number of convalescent calls, the total number of calls and the total
number of patients transported.
f. Grantee may inspect Grantee's records at any time in order to ensure
compliance with the EMS Franchise Ordinance and this Franchise
Agreement; however, Grantor's shall inspect the Grantee's records at least
once a year to ensure compliance with the EMS Franchise Ordinance and
this Franchise Agreement.
Section 11. Medical Oversight
a_ Grantee shall designate a representative of Grantee to attend and
participate in regular meetings of the Orange County EMS Peer Review
Committee.
b. Grantee shall monitor and comply with any online medical direction for
operating within EMT-P systems.
c. Grantee shall comply with the Grantor's plan for Medical Oversight and
Written Treatment Protocols.
d. Grantee shall comply with the Grantor's written plan to. address the
management of the EMS System including:
i. the triage of patients to appropriate facilities;
ii. transport of patients to facilities outside of the system;
iii. Arrangement for transporting patients to appropriate facilities
when diversion or bypass plans are activated;
iv. A mechanism for reporting, monitoring and establishing standards
for system response tames;
v. A special events staffing plan;
- vi. A disaster plan; and
vii. Mass gathering plan.
AAA Transport, Inc.
EMS Franchise Agreement
Page 12 of 23
16
e. Grantee shall comply with the Medical Director's written guidance
regarding decision about the equipment, medical supplies, and
medications that will be carried on any ambulance or other EMS Services
Vehicle.
f. The Medical Director may suspend temporarily, pending due process
review by the EMS Peer Review Committee, any of Grantee's EMS
personnel from further participation in the EMS system when the Medical
Director determines that the activities or medical care rendered by such
personnel may be detrimental to the care of the patient, constitute
unprofessional behavior or results in non-compliance with credentialing
requirements.
Section 12. Rates and Adjustments
a. Grantee shall submit a schedule of rates to the Grantor for approval and
shall not charge more or less than the rates authorized by Orange County
without specific authorization from the Grantor.
b. Grantee shall not attempt to collect rates on emergency call until the
patient has reached the point of destination, has received medical attention
and is in a condition deemed by the physician fit to consult with the
service; but Grantee may attempt to collect rates with family or guardian
of the patient once the patient is in the process of receiving medical
attention.
c. On Special Event coverage and convalescent calls, Grantee may attempt to
collect payment before the ambulance or other EMS Services Vehicle
begins its trip.
Section 13. Insurance
a. Within thirty (30) calendar days after the effective date of issuance of the
Franchise, the Grantee shall provide proof of the required insurance.
Grantee shall at all times during the Franchise term maintain in force and
effect insurance coverage, issued by an insurance company licensed to do
business in North Carolina, covering the following:
i. Every ambulance or other EMS Services Vehicle owned and/or
operated by or for the Grantee proving for the following payment
of injury and damages:
(a) In the minimum sum of $1,000,000 for injury to or death of
individuals in accidents resulting from any cause for which
the owner of the vehicle would be liable on account of
AAA Transport, Inc.
EMS Franchise Agreement
Page 13 of 23
17
liability imposed. on him by law, regardless of whether the
vehicle was being driven by the owner of his agent; and
(b) In the minimum sum of $1,000,000 for the loss of or damage
to the properly of another, including personal property, or
under like circumstances in sums as may be required by the
State of North Carolina or as authorized by the Grantor.
(c) The insurance coverage minimum limits required in
subsection (a) and (b) above shall be evaluated annually by
the Orange County Department of Emergency Services in
consultation with the Orange County Risk Manager and the
County Attorney's Office and may be revised by the Grantor
as Grantor .deems appropriate, and at Grantor's sole
discretion. In directing a change in insurance coverage, the
Department of Emergency Services shall consider the risk
needs protected by this insurance coverage and the
availability in the marketplace of the coverage amounts to be
required. ,
ii. Grantee shall at all times during the Franchise term maintain in
force and effect insurance coverage, issued by an insurance
company licensed to do business in North Carolina for Worker's
Compensation coverage for all employees with statutory limits in
compliance with applicable law.
b. Insurance coverage necessary to comply with this Section shall be
approved by the Grantor, and copies of such insurance policies (or
certificates of insurance) shall be provided to the Grantor.
c. The Grantor shall be named as an additional insured as its interests may
appear.
Section 14. Transfer of Ownership or Control and Changes in Level of Services
a. Prior approval of the Grantor shall be required where ownership or control
of more than ten percent of the right or control of the Grantee is acquired
by a person or group of persons acting in convert, not of whom own or
control ten percent or more of such rights of control, singularly or
collectively, at the date of the grant of the Franchise. By its acceptance of
the Franchise, the Grantee specifically agrees that any such acquisition
occurring without prior approval of the Grantor shall constitute a violation
of the Franchise by the grantee and shall be cause for termination at the
option of the Grantor.
AAA Transport, Inc.
EMS Franchise Agreement
Page 14 of 23
18
b. Any change in ownership of Grantee without the approval of the Grantor
shall terminate the Franchise and shall require a new application and a
new Franchise in conformance with all the requirements of the EMS
Franchise Ordinance, as amended and in effect at the time of franchising.
c. Any change in the level of services offered by a Grantee's EMS Services
unit without the approval of the Grantor shall terminate the Franchise and
shall require a new application and a new franchise in conformance with
all the requirements of the EMS Franchise Ordinance, as amended and in
effect at the time of franchising.
d. Grantee may not sell, assign, mortgage or otherwise the transfer the
Franchise without the approval of the Grantor; if the Grantor sells, assigns,
mortgages or otherwise transfer the Franchise without Grantor's approval
this shall terminate the Franchise and require a new application and a new
Franchise in conformance with all the requirements of the EMS Franchise
Ordinance, as amended and in effect at the time of franchising.
Section 15. Miscellaneous Provisions
a. Grantor may, upon reasonable notice, .inspect the premises, vehicles,
equipment and personnel of Grantee to ensure compliance with this
Franchise and perform any other inspections that maybe required.
b. Grantee shall make available for inspection by the State of North Carolina,
the Grantor, or their designated representatives, Grantee's EMS Services,
its equipment and the premises designated in the application and all
records relating to its maintenance and operations as such.
c. Grantee shall cooperate with the Grantor to educate the public. concerning
. injury prevention and community health.
d. Grantee's staff shall not wear or carry aboard any ambulance of other
EMS Services Vehicles firearms or weapons as defined by law, which
does not include tools that aid in providing services. The foregoing
restriction shall not be construed to apply to equipment used by Grantee to
provide EMS Services.
e. Grantee shall post its Franchise Certificate, issued to it by the Grantor, in a
readily visible location at the Grantee's base of operations for the EMS
Service.
f. Grantee shall not allow its Franchise Certificate to be defaced, removed,
or obliterated.
AAA Transport, Inc.
EMS Franchise Agreement
Page 15 of 23
19
g. Grantee shall comply with all applicable law and Grantor's policies and
procedures related to confidentiality of medical information, including
without limitation the Health Insurance Portability and Accountability Act
of 1996 (HHIPAA).
Section 16. Termination Provisions
a Grantee may terminate this Franchise with 60 days written notice to
Grantor and the Grantor may revoke the Franchise in the event of
noncompliance with the provisions of the EMS .Ordinance or this
Franchise Agreement. After a notice of services termination is given, the
Grantee may reapply for a franchise if a continued service is desired.
b. Upon suspension, revocation, termination or a stay by the Emergency
Services Director of this Franchise, Crrantee shall immediately cease all
operations authorized by this Franchise.
c. Upon suspension, revocation, termination of a driver's license such person
shall cease to dive an ambulance or other EMS Service Vehicle. Upon
suspension, revocation or termination of an attendant's certificate (i.e.,
Medical Responder, EMT, EMT-I or EMT-P) by the Office of Emergency
Medical Services or by the Medical Director, such person shall cease to
attend patients or otherwise provide medical care. Grantee shall not
permit the foregoing person to drive an ambulance or their EMS Service
Vehicle or provide medical care in conjunction with EMS Services, if
Grantee is found to have notice of or should have had notice of such
suspension, revocation or termination at the sole discretion of the Grantor
this shall terminate the Franchise and shall require a new application and a
new Franchise in conformance with all the requirements of the EMS
Franchise Ordinance, as amended and in effect at the time of franchising.
d. In the event that Grantee shall at any time during the Franchise desire to
sell any of the real or personal property identified in Exhibit B (hereinafter
"Asset" or "Assets"), which is hereby incorporated by reference, pursuant
to a bona fide offer to a bona fide offer which it shall have received, it
shall offer to sell any such Asset or Assets (hereafter "Asset or Assets for
Sale) to Grantor at the same process as that contained in such bona fide
offer. The offer to Grantor to sell an Asset shall be in writing and shall
include a copy of the bona fide offer. The offer to Grantor to ell an Asset
shall be in writing and shall include a copy of the bona fide offer for the
Asset received by the Grantee. Grantor shall have 60 days from and after
receipt thereof to decide whether or not to purchase the Asset or Assets for
Sale at such prove. If Grantor shall give notice of intent not to purchase or
shall .give no notice within the time herein- limited, Grantee may accept
such offer and proceed with the sale thereunder. If Grantor notifies
Grantee that it elects to purchase the Asset or Assets for Sale at such
AAA Transport, Inc.
EMS Franchise Agreement
Page 16 of 23
20
prove, the parties shall enter into a contract of purchase and sale forthwith.
Such contract shall provide, among other things, for the conveyance of
good and marketable title b warranty deed. Upon dissolution of the
Grantee pursuant to N.C. Gen. Stat. § SSA-14-1, et seq., the Assets shall
be either: (a) distributed to one or more appropriately receiving successor
Franchisee (s) that will carry on, In Orange County, the functions of
ambulance, first or medical responder, rescue or other related emergency
services meeting one or more exempt purposes within the meaning of
501(c)(3) of the Internal Revenue code (or the corresponding section of
any future federal tax code) or (b) distributed to the grantor for the
foregoing public purposes. This subsection 16(d) of this EMS Service
Franchise survives the termination of the Franchise.
Section 17. Forum for Litigation
Any litigation between the Grantor and Grantee arising under or regazding the Franchise
shall occur, if in the North Carolina courts, in Orange County Superior Court or District
Court having jurisdiction thereof, or if in the federal courts, in the United States District
Court for the Middle District of North Cazolina.
Section 18. Notice
Any notice provided for under the Franchise shall be sufficient if in writing and delivered
personally to the following address or deposited in the United States Mail, postage
prepaid, certified mail, return receipt requested, addressed as follows, or to such other
address as the receiving party hereafter shall specify in writing:
If to the Grantor:
Orange County Emergency Services
Post Office Box 8181
Hillsborough, North Carolina 27278
Attn: Emergency Services Director
(919) 245-6100
If to the Grantee:
(Need information)
Section 19. Severability
If any section, subsection, sentence, clause, phrase, or other portion of this Franchise is,
for any reason, declared invalid, in whole or in part, by any court, agency, commission,
legislative body, or other authority of competent jurisdiction, such portion shall be
AAA Transport, Inc.
EMS Franchise Agreement
Page 17 of 23
21
deemed a sepazate, distinct and independent portion. Such declaration shall not affect the
validity of the remaining portions hereof, which other portions shall continue in full force
and effect.
Section 20. Reservation of Rights
Notwithstanding any other provision of the Franchise, Grantor and Grantee reserve all
rights that they may possess under the law unless expressly waived herein. Nothing
herein shall constitute a waiver of rights of either parry, provided, however, that both
parties warrant and represent that, as of the .effective date of the Franchise, they aze not
aware of any provision in the Franchise that is contrary to applicable law.
Section 21. Penalties and Remedies
a. A violation of any provision of this Franchise Ordinance or other failure of
the Grantee to abide by the provisions of this Franchise shall subject the
Grantee to a civil penalty of five hundred ($500) dollazs. If Grantee fails
to pay this penalty within ten (10) days after being cited for a violation,
the Grantor may seek to recover the penalty by filing a civil action in the
nature of a debt.
b. A violation of any provision of this Franchise Ordinance by the Grantee
shall constitute a misdemeanor, punishable as provided in N.C. Gen. Stat.
& 14-4.
c. The Grantor may seek to enforce this Franchise Ordinance through any
appropriate equitable action.
d. Each day that a violation continues of this Franchise Ordinance after the
Grantee has been notified of the violation shall constitute a separate
offense.
e. The Grantor may seek to enforce this Franchise Ordinance by using any
one or any combination of the foregoing remedies.
Section 22. Non-discrimination
The Grantee shall not discriminate in any manner on the basis or factors prohibited by
law.
Section 23. Acceptance. by Grantee
This Franchise and all of its terms and provisions shall be accepted by Grantee in writing
in the form hereinafter set forth within thirty (30) days of the grant of this Franchise by
the Grantor and when accepted shall be filed with Grantor's Clerk who shall record the
same in the Book of Ordinances.
AAA Transport, Inc.
EMS Franchise Agreement
Page 18 of 23
22
Such written acceptance may be upon or at the end of a copy of this Franchise Ordinance
and it shall state and express the acceptance of said Franchise and its terms, conditions
and provisions; and Grantee shall agree in said written acceptance to abide by, to observe
and to perform the same according to all of its terms and provisions, subject to applicable
state and federal law and shall declare that statements and recitals contained on said
Franchise aze correct and that it has made and does make the agreements and statements
set forth in this Franchise. Acceptance herein referred to shall be in the following form:
The undersigned, in his/her capacity as
of the AAA Transport, Inc.. and on behalf of that agency, does
hereby accept and approve the foregoing and attached Franchise and all of its terms and
conditions; and in consideration of the benefits and privileges granted to it does hereby
agree to abide by, carry out, observe and perform all of the obligations and things
provided to be carried out and performed by it in said Franchise approved by the Grantor
Commissioners, subject to applicable state and federal law.
This the day of , 2010
FOR GRANTEE:
Printed Name and Title
STATE OF NORTH CAROLINA
COUNTY OF ORANGE
On the day of ~ , 2010 before me a Notary Public for the County and
State aforesaid, personally appeared before me on
behalf of said agency, acknowledges the signing and execution of the foregoing
instrument.
IN TESTIMONY WI~REOF, I have hereunto subscribed my name and affixed by
notarial seal on the day and year above written.
Notary Public
My Commission Expires:
AAA Transport, Inc.
EMS Franchise Agreement
Page 19 of 23
23
IN WTINESS WHEREOF, this AAA Transport, Inc.. Franchise Ordinance passed on
First Reading on the day of Apri12010 and was passed and adopted on Second
Reading this the day of , 2010.
Valerie P. Foushee, Chair
Orange County Boazd of Commissioners
ATTEST:
Donna Baker, Clerk to the
Orange County Board of Commissioners
APPROVED AS TO FORM:
Annette M. Moore, Staff Attorney
Orange County Attorney's Office
AAA Transport, Inc.
EMS Franchise Agreement
Page 20 of 23
24
ACCEPTANCE BY GRANTEE:
This Franchise and all of its terms and provisions shall be accepted by Grantee in writing
in the form hereinafter set forth within thirty (30) days of the grant of this Franchise by
the Grantor and when accepted shall be filed with Grantor's Clerk who shall record the
same in the Book of Ordinances.
Such written acceptance may be upon or at the end of a copy of this Franchise Ordinance
and it shall state and express the acceptance of said Franchise and its terms, conditions
and provisions; and Grantee shall agree in said written acceptance to abide by, to observe
and to perform the same according to all of its terms and provisions, subject to applicable
state and federal law and shall declare that statements and recitals contained on said
Franchise are correct and that it has made and does make the agreements and statements
set forth in this Franchise. Acceptance herein referred to shall be in the following form:
The undersigned, in his/her capacity as
of the AAA Transport, Inc.., and on behalf of that agency, does
hereby accept and approve the foregoing and attached Franchise and all of its terms and
conditions; and in consideration of the benefits and privileges granted to it does hereby
agree to abide by, carry out, observe and perform all of the obligations and things
provided to be carried out and performed by it in said Franchise approved by the Grantor
Commissioners, subject to applicable state and federal law.
This the day of , 2010
FOR GRANTEE:
Printed Name and Title
STATE OF NORTH CAROLINA
COUNTY OF ORANGE
On the _ day of , 2010 before me a Notary Public for the County and State
aforesaid, personally appeared. before me on behalf of said
agency, acknowledges the signing and execution of the foregoing instrument.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed by notarial seal
on the day and year above written.
Notary Public
My Commission Expires:
AAA Transport, Inc.
EMS Franchise Agreement
Page 21 of 23
25
EXHIBIT A TO EMS SERVICES FRANCHISE FOR AAA TRANSPORT,
INC.., A NORTH CAROLINA FOR PROFIT CORPORATION
FRANCHISE DISTRICT
Geographic Location: All of the County of Orange
AAA Transport, Inc.
EMS Franchise Agreement
Page 22 of 23
26
E~'HIBIT B TO EMS SERVICES FRANCffiSE FOR AAA TRANSPORT, INC.., A
NORTH CAROLINA FOR-PROFIT CORPORATION
ASSETS
1. Real Estate and Improvements
Address
No Orange County Properties
2. Personal Property
Tvue
Ambulance Supplies, Office Supplies
Office Furnishing, Fixtures, & Misc
Equipment
1996 Ford F 350 Ambulance
Estimated Prope Value
*Estimated Replacement Value
(as of January 1, 2010
$12,000
AAA Transport, Inc.
EMS Franchise Agreement
Page 23 of 23
5
b. The Franchise granted herein is for a term of five (5) years from the effective
date of the Franchise, which shall begin on the first day following the date of
acceptance by the Grantee of the Franchise terms and conditions set forth
herein.
Section 2. Definitions
The following words, terms and phrases, when used in this Franchise, shall have the
meanings ascribed to them in this Section, except where the context clearly indicates a
different meaning:
a. Ambulance. The term "ambulance" means any privately or publicly
owned motor vehicle, aircraft, or vessel that is specifically designed,
constructed, or modified and equipped and is intended to be used for and
is maintained or operated for the transportation on the streets or highways,
waterways, or airways of this State of persons who are sick, injured,
wounded, or otherwise incapacitated or helpless.
b. Ambulance Provider. The term "ambulance provider" means an
individual, firm, corporation, or association who engages or professes to
engage in the business or services of transporting patients in an
ambulance.
c. Approved. The term "approved" shall mean approved by the North
Carolina Medical Caze Commission pursuant to the latter's rules and
regulations promulgated under N. C. Gen. Stat. §143B-165.
d. Advisory Committee or Committee. The term "Advisory Committee" or
"Committee" shall mean the Orange County Emergency Medical Services
Committee which is the technical advisory committee designated by the
Board of County Commissioners with respect to emergency medical
services in Orange County.
e. Contract. The term "contract" shall mean the instrument by which both
parties agree to the terms of operation of the service to be provided.
f. Convalescent Transportation Services. The term "convalescent
transportation service" shall mean the operation of an ambulance for any
purpose other than transporting emergency or emergent patients.
g. County. The term "County" shall mean Orange County and its Board of
Commissioners or their designated representative(s).
h. Emergency. The term "emergency" or "emergency transportation
services" shall mean the use of a service, its equipment and personnel to
provide medical care, rescue, and/or transportation of a patient who is in
North State Medical Transports, Inc.
EMS Franchise Agreement
Page 2 of 23
6
need of immediate rescue or medical treatment in order to prevent loss of
life or further aggravation of physiological or psychological illness or
injury.
i. Emergency Services System or ESS. Emergency Services System or
"ESS" shall mean a coordinated arrangement of local resources under the
authority of the Emergency Services Director (including all agencies,
personnel, equipment, and. facilities) organized to respond to medical
emergencies and integrated with other health care providers and networks
including public health, community health monitoring activities, and
special needs populations.
Emergency Medical Dispatcher or Telecommunicator. The term
"emergency medical dispatcher" of "telecommunicator" shall mean an
emergency telecommunicator who has completed educational
requirements and been credentialed by the Department of Health and
Human_Services as an emergency medical dispatcher and who is available
to receive requests for emergency services, to dispatch emergency
services, and to advise local law enforcement agencies, fire departments,
rescue squads, first or medical responder units and emergency medical
services and facilities of any existing or threatened emergency.
k. Emergency Medical Services. "Emergency Medical Services" or "EMS"
means services rendered by emergency medical services personnel in
responding to improve the health and wellness of the community and to
address the individual's need for emergency medical caze within the scope
of practice as defined by the North Cazolina Medical Board, in accordance
with G.S. 143-5.14, and the Orange County Medical Director in order to
prevent loss of life or further aggravation of physiological or
psychological illness or injury.
1. Emergency Medical Services Instructor. "Emergency Medical Services
Instructor" means an individual who has completed educational
requirements approved by the Department of Health and Human Services
and has been credentialed by that Department as an emergency medical
services instructor.
m. Emergency Medical Services Peer Review Committee. Emergency
Medical Service Peer Review Committee means a panel composed of
EMS program representatives responsible for analyzing patient care data
and outcome measures to evaluate the ongoing quality of patient Gaze,
system performance, and medical direction within the EMS system. The
committee may include physicians, nurses, EMS personnel, medical
facility personnel and county government staff as determined by the
Emergency Services Director in consultation with the County Medical
Director.
North State Medical Transports, Inc.
EMS Franchise Agreement
Page 3 of 23
n. Emergency Medical Technician (EMT). The term "emergency medical
technician" means an individual who has completed a training program in
emergency medical caze that has been approved for legal- recognition by
the North Carolina Department of Health and Human Services, in
accordance with rules promulgated by the Medical Caze Commission, has
been certified as an EMT by the State of North Carolina Office of
Emergency Medical Services, and approved by the County Medical
Director to perform services as an EMT in the Orange County EMS
system.
o. Emergency Medical Technician -Intermediate (EMT-n. The term
"emergency medical technician -intermediate" means an individual who
has completed a training program in emergency medical care at the
intermediate level that has been approved for legal recognition by the
North Carolina Department of Health and Human Services, in accordance
with rules promulgated by the Medical Care Commission, has been
certified as an EMT -Intermediate by the State of North Carolina Office
of Emergency Medical Services, and approved by the County Medical
Director to perform services at the EMT-Intermediate level in the Orange
County EMS system.
p. Emergency Medical Technician -Paramedic (EMT-P). The term
"emergency medical technician -paramedic" means an individual who has
completed a training program in emergency medical care at the paramedic
level that has been approved for legal recognition by the North Carolina
Department of Health and Human Services, in accordance with rules
promulgated by the Medical Care Commission, has been certified as an
EMT-Paramedic by the State of North Cazolina Office of Emergency
Medical Services, and approved by the County Medical Director to
perform services as anEMT-Paramedic in the Orange County EMS
system.
q. Emergency Services Director. The term shall mean the person designated
by the Orange County Board of Commissioners to manage the overall
Emergency Services System in-Orange County.
r. First Responder. The term "first responder" shall mean an organization
with personnel trained in emergency medical care that is dispatched to the
scene of a medical emergency for the primary purpose of providing
emergency medical assistance to a patient until the ambulance and
additional medical aid arrives.
s. Franchise. The term "franchise" shall mean a permit issued by the County
to a person for the operation of am ambulance service, rescue squad or
first responder unit.
North State Medical Transports, Inc.
EMS Franchise Agreement
Page 4 of 23
8
t. Franchisee. The term "franchisee" shall mean any person having been
issued a franchise by the County for the operation of an ambulance
service, rescue squad or first responder unit.
u. Inspection. Inspection shall mean the physical review of buildings and
facilities, vehicles, equipment, supplies, storage, repair and maintenance
. azeas, records and any related materials.
v. License. The term "license" shall mean any driver's license or permit to
operate a motor vehicle issued under or granted by the laws of the State of
North Cazolina.
w. Medical Responder. "Medical Responder" shall mean an individual who
has completed an educational program in emergency medical care and first
aid approved and credentialed by the Department of Health and Human
Services as a medical responder and the Orange County Medical Director
to operate in Orange County EMS.
x. Medical Director. "Medical Director" shall mean the physician
appointed, either directly or by written delegation, by the County and
have the responsibilities asprovide by l0A NCAC 13P .0403 and l0A
NCAC. 13P .0404. The County may, in addition, appoint an assistant
medical director. The medical director and the assistant medical director
shall meet the criteria defined in the "North Carolina College of
Emergency Physicians: Standards of Medical Oversight and ,Data
Collection," which is incorporated by reference in accordance with N.C.
Gen. Stat. § 150B-21.6, including subsequent amendments and editions.
y. Non-Emergency Transportation Services. The term "non-emergency
transportation service" shall mean the operation of an ambulance for any
purpose other than transporting emergency or emergent patients.
z. Operation Protocols. "Operation Protocols" shall mean the administrative
policies and procedures of EMS that provides guidance for the day-to-day
operations of the system.
aa. Operator. The term "operator" shall mean a person in actual physical
control of an ambulance or rescue service vehicle which is in motion or
which has the engine rnnn;ng:
bb. Owner. The term "owner" shall man any person or entity who owns an
ambulance or provides a service covered by this Ordinance.
cc. Patient. The term "patient" shall mean an individual who is sick, injured,
wounded, or otherwise incapacitated or helpless such that the need for
North State Medical Transports, Inc..
EMS Franchise Agreement
Page 5 of 23
9
some medical assistance might be anticipated while being transported to or
from a medical facility.
dd. Person. The term "person" shall mean any individual, firm, partnership,
association, corporation, company, group of individuals acting together for
a common purpose, or organization of any kind, including any
governmental agency other than the United States.
ee. Practical Examination. "Practical Examination means a test where an
applicant for credentialing as an emergency medical technician, or medical
responder, emergency medical technician -intermediate, or emergency
medical technician -paramedic demonstrates the ability to perform
specified emergency medical care skills.
ff. Rescue. The term "rescue" shall mean the removal of individuals facing
external, non-medical, and non-patient related peril to areas of relative
safety.
gg. Rescue Squad or Rescue Unit. The term "rescue squad" or "rescue unit"
shall mean a group of individuals who aze not necessarily trained in
emergency medical services, fire fighting, or law enforcement, but who
expose themselves to an external, non-medical, and non-patient related
peril to effect the removal of individuals facing the same type of peril to
areas of relative safety.
hh. Secondary Ambulance Provider. The term "secondary ambulance
provider" shall mean the system of personnel and equipment meeting the
same criteria as a primary ambulance provider, but not normally
dispatched on first call response.
ii. Service. The term "service" shall mean the same as owner.
jj. Treatment Protocols. "Treatment Protocols" shall mean a document
approved by the medical director and the Office of Emergency Medical
Service specifying the diagnostic procedures, treatment procedures,
medication administration, and patient-care-related policies that shall be
completed by emergency service personnel based upon the assessment of
the patient.
kk. Victim. The term "victim" shall mean any patient or potential patient that
is entrapped, entangled pinned, fallen, suspended, or otherwise in need of
rescue services.
North State Medical Transports, Inc.
EMS Franchise Agreement
Page 6 of 23
~o
Section 4. General Responsibilities
a. Grantee is authorized under this Franchise to operate the following types
of service(s), the combination of which shall constitute Grantee's "EMS
Services for the purposes of this Franchise, and subcategories under which
they can operate shall be identified in the "Operation Agreement" to be
entered into by the Franchisee and the County within 90 days after
acceptance of the Franchise permit.
i. Emergency Services Basic Life Support Transport Services
ii. Convalescent Basic Life Support Transport Services
c. Grantee shall comply at all times with the requirements of "An Ordinance
Regulating Ambulance, Emergency Medical, First Responder And Rescue
Service And Granting Of Franchise And Contracts To The Operator In The
County Of Orange ("EMS Franchise Ordinance"), this Franchise Agreements,
the Operations Agreement, and all applicable laws relating to health,
sanitation, safety, equipment, ambulance design or other EMS Services
vehicle design and all legal requirements related to a Model EMS System and
all other laws and ordinance;
a. Grantee shall maintain in good standing its state and local Drivers and
Privilege license (s) to operate its ambulance or other EMS Services as
provided for by Law.
b. Establish and maintain appropriate and effective professional working
relationships with all public health, public safety, and emergency services
organization and personnel.
c. Professional working relationships shall be cooperative and collaborative
in nature. -
d. Maintain neat, clean, and professional appearance of personnel, equipment
and facilities.
Section 5. Scope of Service and Service Area
a. Grantee shall operate its EMS Services, 24 hours per each and every day
of the calendar year, within the Franchise District specified in Exhibit A,
except when a different or additional service area is provided for herein.
b. Grantor may from time to time alter, and at its sole discretion, amend
Exhibit A and the service area of the County that constitute (s) the
Franchise District.
North State Medical Transports, Inc.
EMS Franchise Agreement
Page 7 of 23
11
c. Grantor shall at all times during the terms of the Franchise provide the
highest level of care to all residents within the service azea of the
Franchise District_
Section 6. The Orange County Emergency Services System ("ESS") Plan
a. Grantee shall comply with the Grantor's official written ESS System Plan
for the management and deployment of EMS .Services Vehicles within the
Franchise District and, additionally, within other service areas pursuant to
the EMS System Mutual Aid Plan and any cooperative agreement to
continue services in service azeas where Franchisees' EMS System
franchises has been suspended.
b. Grantee shall keep at its place a business at all times the most current copy
of the ESS System Plan.
Section 7. Staffing and Performance Requirements
a. Grantee shall comply with the scope of practice rules promulgated by the
North Cazolina Medical Board pursuant to law regarding the medical skills
and medication that may be used by credentialed emergency medical
services personnel at each level of patient care.
b. Grantee shall comply with standard for drivers and attendants developed
by the North Carolina. Medical Care Commission as requirements for
certification of emergency medical technicians pursuant to law, rules and
regulations promulgated by the Board of Medical Examiners for advanced
life support technicians, which is incorporated in this subsection by
reference.
c. No staff of Grantee shall drive an ambulance vehicle, attend a patient, or
permit an ambulance to be operated when transporting a patient within the
County unless the driver holds a currently valid North Carolina Drivers
license and currently valid credentials as an EMT, EMT-I or EMT-P
issued by the North Carolina Departnnent of Health and Human Services,
Office of Emergency Medical Services. Notwithstanding the foregoing, in
an exceptional circumstance when an EMT, EMT-I, or EMT-P is not
available, for the purpose of driving only or when providing Non-
Transport Service an approved firefighter, First or Medical Responder,
Rescue Services Provider or law enforcement officer with a currently valid
North Carolina drivers license may drive an ambulance, provided such
driver does not attend a patient or victim or does not otherwise provide
medical services to a patient or victim.
d. Grantee shall comply with the Grantor's official written EMS System Plan
for the use of credentialed EMS personnel for all of the authorized
North State Medical Transports, Inc.
EMS Franchise Agreement
Page 8 of 23
~z
Practice Settings. Any agreement between Grantee and a third party to
provide special events coverage is subject to pre-approval in writing by
the Grantor, which approval shall not be reasonable withheld.
e. Grantee's staff that operate EMS Service Vehicles shall actively
participate in any emergency vehicle operations training provided by the
Grantor as directed by the Emergency Services Director.
f. Grantee's staff shall comply with Grantor's official written EMS System
continuing education plan for EMS personnel under the direction of the
Orange County Continuing Education Coordinator.
g. Grantee staff shall also participate in all clinical and field internship
educational components of Grantor's continuing education plan.
h. Grantee shall comply with all education program requirements for
qualified credentialed EMS personnel as provided by law.
i. Grantee shall assign credentialed staff to assist, upon request, with any
orientation provided by Grantor to local area hospitals that routinely
receive patients from Grantee.
Section 8. Vehicle and Equipment Requirements
a. Grantee shall comply with all vehicle and equipment standards ~ as
developed by the North Carolina Medical Care Commission pursuant to
law, including without limitation, those applicable to the EMS Services.
b. Grantee shall maintain for each ambulance and other EMS Services
Vehicle a permit as provided for by law.
c. Grantee shall comply with the state EMS Non-Transporting Vehicle
Permit requirements.
d. Grantee shall have available the following minimum number of
ambulances and other EMS Services Vehicles in excellent working order
to provide coverage to the service area of the Franchise District 24 hours
per day.
One (1) Type 1 Ambulance, One (1) In Service Rescue Vehicles and other
EMS Services Vehicles and equipment as necessary to provide the high
quality of services provided for in this Franchise.
e. Grantee shall comply with the Grantor's operational protocols for the
management of equipment, supplies and medications to assure that each
ambulance and other EMS Services Vehicle contains the required
North State Medical Transports, Inc.
EMS Franchise Agreement
Page 9 of 23
13
equipment and supplies on each response; for cleaning and maintaining
the equipment and vehicles; and to assure that supplies and medications
are not .used beyond the expiration date and stored in a temperature
controlled atmosphere according to manufacturer's specifications.
f. Grantee shall comply with the Orange County's written infection control
policy including the cleansing and disinfecting of ambulances and other
EMS Services Vehicles and equipment that are used to treat or transport
patients.
g. Grantor may, upon reasonable notice, inspect all equipment, ambulances
and other EMS Service Vehicles used by Grantee.
Section 9. Communications 1Zequirement
a. Grantee shall equip each ambulance and other EMS Services Vehicle with
the following:
i. An operational two-way radio capable of establishing good quality
voice communications from with the geographical confines of
Orange County to each hospital emergency deparhment in the
County in which the service is based;
ii. Two-way radio communication capabilities for communication
with all hospital emergency departments to which transportation of
patients is made on a regular or routine basis anywhere within the
State of North Carolina; and
iii. An operational two-way radio capable of establishing
communications from within the geographic confines of Orange
County to the Orange County Emergency Communications Center,
which is the dispatching agency within the County.
b. This subsection shall not apply to privately owned vehicles of Grantee's
staff.
c. Grantee shall maintain current authorization or Federal Communication
Commission licenses for all frequencies and radio transmitters operated by
Grantee. Grantee shall display at Grantee's headquarters and make
available. for inspection per Federal Communication Commission's rules
and regulations copies of all authorization and licenses.
d. Grantee's base of operations .shall have at least one open telephone 24
hours per each and every day of the calendar yeaz. Grantee's telephone
numbers shall be registered with Orange County Emergency
Communication Center, and changes to Grantee's telephone numbers shall
North State Medical Transports, Inc.
EMS Franchise Agreement
Page 10 of 23
14
be transmitted to the Emergency Communication Center within 24 hours
of such change.
e. Grantee's EMS Services shall be dispatched from the Orange County
Emergency Communications Center.
Section 10. Data Collection and Performance Report
a. Grantee shall maintain the following records:
i. Records of dispatch which shall show time call was received, time
dispatched, time arrived on scene, time arrived at destination,•time
in service, and time returned to base.
ii. Trip Records stating all information required in subsection (i) of
this Section in addition to information on a form approved by the
County. The trip record shall be so designed as to provide the
patient with a copy containing all required information.
iii. Personnel Checklist and Inspection Report listing contents. and
description for each vehicle, signed by the individual verifying
vehicle operations and equipment.
iv. A detailed record of complaints received from the public, other
enforcing agencies and services regarding Franchise infractions.
v. Any other records required by state law, rules or regulations or
deemed by the Department of Emergency Service as relevant to the
effective and efficient operations of the Emergency Management
System as provided in the "Operations Agreement" and necessary
for a fair determination of the capability of the Grantee to continue
to provide Emergency Medical Services and Rescue Services in
Orange County in accordance with the requirement of law and the
provision of this Franchise.
b. All of the records identified in subsection (a) above shall be maintained
for a minimum three (3) year period unless a longer retention period is
otherwise required by law or other retention periods.
c. Grantee shall establish and maintain a system to record data that used the
Model Data set and data dictionary as specified in "North . Carolina
College of Emergency Physicians: Standards for Medical Oversight and
Data Collection."
d. Grantees shall maintain confidentiality of patient records as provided by
the Health Insurance Portability and Accountability Act of 1996 (HIPAA),
North State Medical Transports, Inc.
EMS Franchise Agreement
Page 11 of 23
15
Public Law 104-191, N.C. Gen. 5tat~ 143-518 and all other state and
federal law.
e. Grantee shall submit a written monthly report to the Emergency Services
Director, or their designee, providing the number of calls. and runs during
the month. The report shall contain the number of emergency calls, the
number of convalescent calls, the total number of calls and the total
number of patients transported.
f. Grantee may inspect Grantee's records at any time in order to ensure
compliance with the EMS Franchise Ordinance and -this Franchise
Agreement; however, Grantor's shall inspect the Grantee's records at least
once a year to ensure compliance with the EMS Franchise Ordinance and
this Franchise Agreement.
Section 11. Medical Oversight
a. Grantee shall designate a representative of Grantee to attend and
participate in regular meetings of the Orange County EMS Peer Review
Committee.
b. Grantee shall monitor and comply with any online medical direction for
operating within EMT-P systems.
c. Grantee shall comply with the Grantor's plan for Medical Oversight and
Written Treatment Protocols.
d. Grantee shall comply with the Grantor's written plan to address the
management of the EMS System including:
i. the triage of patients to appropriate facilities;
ii. transport of patients to facilities outside of the system;
iii. Arrangement for transporting patients to appropriate facilities
when diversion or bypass plans are activated;
iv. A mechanism for reporting, monitoring and establishing standards
for system response times;
v. A special events staffing plan;
vi. A disaster plan; and
vii. Mass gathering plan.
North State Medical Transports, Inc.
EMS Franchise Agreement
Page 12 of 23
16
e. Grantee shall comply with the Medical Director's written guidance
regarding decision about the equipment, medical supplies, and
medications that will be carried on any ambulance or other EMS Services
Vehicle.
f. The Medical Director may suspend temporarily, pending due process
review by the EMS Peer Review Committee, any of Grantee's EMS
personnel from further participation in the EMS system when the Medical
Director determines that the activities or medical care rendered by such
personnel may be detrimental to the care of the patient, constitute
unprofessional behavior or results in non-compliance with credentialing
requirements.
Section 12. Rates and Adjustments
a. Grantee shall submit a schedule of rates to the Grantor for approval and
shall not chazge more or less than the rates authorized by Orange County
without specific authorization from the Grantor.
b. Grantee shall not attempt to collect rates on emergency call until the
patient has reached the point of destination, has received medical attention
and is in a condition deemed by the physician fit to consult with the
service; but Grantee may attempt to collect rates with family or guardian
of the patient once the patient is in the process of receiving medical
attention.
c. On Special Event coverage and convalescent calls, Grantee may attempt to
collect payment before the ambulance or other EMS Services Vehicle
begins its trip.
Section 13. Insurance
a. Within thirty (30) calendar days after the effective date of issuance of the
Franchise, the Grantee shall provide proof of the required insurance.
Grantee shall at all times during the Franchise term maintain in force and
effect insurance coverage, issued by an insurance company licensed to do
business in North Carolina, covering the following:
i. .Every ambulance or other EMS Services Vehicle owned and/or
operated by or for the Grantee proving for the following payment
of injury and damages:
(a) In the minimum sum of $1,000,000 for injury to or death of
individuals in accidents resulting from any cause for which
the owner of the vehicle would be liable on account of
North State Medical Transports, Inc.
EMS Franchise Agreement
Page 13 of 23
17
liability imposed on him by law, regardless of whether the
vehicle was being driven by the owner of his agent; and
(b) In the minimum sum of $1,000,000 for the loss of or damage
to the property of another, including personal property, or
under like circumstances in sums as may be required by the
State of North Cazolina or as authorized by the Grantor.
(c) The insurance coverage minimum limits required in
subsection (a) and (b) above shall be evaluated annually by
the Orange County Department of Emergency Services in
consultation with the Orange County Risk Manager and the
County Attorney's Office and may be revised by the Grantor
as Grantor deems .appropriate, and at Grantor's sole
discretion. In directing a change in insurance coverage, the
Department of Emergency Services shall consider the risk
needs protected by this insurance coverage and the
availability in the marketplace of the coverage amounts to be
required.
ii. Grantee shall at all times during the Franchise term maintain in
force and effect insurance coverage, issued by an insurance
company licensed to do business in North Carolina for Worker's
Compensation coverage for all employees with statutory limits in
compliance with applicable law.
b. Insurance coverage necessary to comply with this Section shall be
approved by the Grantor, and copies of such insurance policies (or
certificates of insurance) shall be provided to the Grantor.
c. The Grantor shall be named as an additional insured as its interests may
appear.
Section 14. Transfer of Ownership or Control and Changes in Level of Services
ar Prior approval of the Grantor shall be required where ownership or control
of more than ten percent of the right or control of the Grantee is acquired
by a person or group of persons acting in convert, not of whom own' or
control ten percent or more of such rights of control, singularly or
collectively, at the date of the grant of the Franchise. By its acceptance of
the Franchise, the Grantee specifically agrees that any such acquisition
occurring without prior approval of the Grantor shall constitute a violation
of the. Franchise by the grantee and shall be cause for ternunation at the
option of the Grantor.
North State Medical Transports, Inc.
EMS Franchise Agreement
Page 14 of 23
18
b. Any change in ownership of Grantee without the approval of the Grantor
shall terminate the Franchise and shall require a new application and a
new Franchise in conformance with all the requirements of the EMS
Franchise Ordinance, as amended and in effect at the time of franchising.
c. Any change in the level of services offered by a Grantee's EMS Services
unit without the approval of the Grantor shall terminate the Franchise and
shall require a new application and a new franchise in conformance with
all the requirements of the EMS Franchise Ordinance, as amended and in
effect at the time of franchising.
d. Grantee may not sell, assign, mortgage or otherwise the transfer the
Franchise without the approval of the Grantor; if the Grantor sells, assigns,
mortgages or otherwise transfer the Franchise without Grantor's approval
this shall terminate the Franchise and require a new application and a new
Franchise in conformance with all the requirements of the EMS Franchise
Ordinance, as amended and in effect at the time of franchising.
Section 15. Miscellaneous Provisions
a. Grantor may, upon reasonable notice, inspect the premises, vehicles,
equipment and personnel of Grantee to ensure compliance with this
Franchise and perform any other inspections that may be required.
b. Grantee shall make available for inspection by the State of North Carolina,
the Grantor, or their designated representatives, Grantee's EMS Services,
its equipment and the premises designated in the application and all
records relating to its maintenance and operations as such.
c. Grantee shall cooperate with the Grantor to educate the public concerning
injury prevention and community health.
d. Grantee's staff shall not wear or carry aboard any ambulance of other
EMS Services Vehicles firearms or weapons as defined by law, which
does not include tools that aid in providing services. The foregoing
restriction shall not be construed to apply to equipment used by Grantee to
provide EMS Services.
e. Grantee shall post its Franchise Certificate, issued to it by the Grantor, in a
readily visible location at the Grantee's base of operations for the EMS
Service.
f. Grantee shall not allow its Franchise Certificate to be defaced, removed,
or obliterated.
North State Medical Transports, Inc.
EMS Franchise Agreement
Page 15 of 23
19
g. Grantee shall comply with all applicable law and Grantor's policies and
procedures related to confidentiality of medical information, including
without limitation the Health Insurance Portability and Accountability Act
of 1996 (HIPAA).
Section 16. Termination Provisions
a. Grantee may terminate this Franchise with 60 days written notice to
Grantor and the Grantor may revoke the Franchise in the event of
noncompliance with the. provisions of the EMS Ordinance or this
Franchise Agreement. After a notice of services termination is given, the
Grantee may reapply for a franchise if a continued service is desired.
b. Upon suspension, revocation, termination or a stay by the Emergency
Services Director of this Franchise, Grantee shall immediately cease all
operations authorized by this Franchise.
c. Upon suspension, revocation, termination of a driver's license such person
shall cease to dive an ambulance or other EMS Service Vehicle. Upon
suspension, revocation or termination of an attendant's certificate (i.e.,
Medical Responder, EMT, EMT-I or EMT-P) by the Office of Emergency
Medical Services or by the Medical Director, such person shall cease to
attend patients or otherwise provide medical care. Grantee shall not
permit the foregoing person to drive an ambulance or their EMS Service
Vehicle or provide medical care in conjunction with EMS Services, if
Grantee is found to have notice of or should have had notice of such
suspension, revocation or termination at the sole discretion of the Grantor
this shall terminate the Franchise and shall require a new application and a
new Franchise in conformance with all the requirements of the EMS
Franchise Ordinance, as amended and in effect at the time of franchising.
d. In the event that Grantee shall at any time during the Franchise desire to
sell any of the real or personal property identified in Exhibit B (hereinafter
"Asset" or "Assets"), which is hereby incorporated by reference, pursuant
to a bona fide offer to a bona fide offer which it shall have received, it
shall offer to sell any such Asset or Assets (hereafter "Asset or Assets for
Sale) to Grantor at the same process as that contained in such bona fide
offer. The offer to Grantor to sell an Asset shall be in writing and shall
include a copy of the bona fide offer. The offer to Grantor to ell an Asset
shall be in writing and shall include a copy of the bona fide offer for the
Asset received by the Grantee. Grantor shall have 60 days from and after
receipt thereof to decide whether or not to purchase the Asset or Assets for
Sale at such prove. If Grantor shall give notice of intent not to purchase or
shall give no notice within the time herein limited, Grantee may accept
such offer and proceed with the sale thereunder. If Grantor notifies
Grantee that it elects to purchase the Asset or Assets for Sale at such
North State Medical Transports, Inc.
EM5 Franchise Agreement
Page 16 of 23
20
prove, the parties shall enter into a contract of purchase and sale forthwith.
Such contract shall provide, among other things, for the conveyance of
good and marketable title b warranty deed. Upon dissolution of the
Grantee pursuant to N.C. Gen. Stat. § SSA-14-1, et seq., the Assets shall
be either: (a} distributed to one or more appropriately receiving successor
Franchisee (s) that will carry on, In Orange County, the functions of
ambulance, first or medical responder, rescue or other related emergency
services meeting one or more exempt purposes within the meaning of
501(c)(3) of the Internal Revenue code (or the corresponding section of
any future federal tax code) or (b) distributed to the grantor for the
foregoing public purposes. This subsection 16(d) of this EMS Service
Franchise survives the termination of the Franchise.
Section 17. Forum for Litigation
Any litigation between the Grantor and Grantee arising under or regazding the Franchise
shall occur, if in .the North Carolina courts, in Orange County Superior Court or District
Court having jurisdiction thereof, or if in the federal courts, in.the United States District
Court for the Middle District of North Carolina.
Section 18. Notice
Any notice provided for under the Franchise shall be sufficient if in writing and delivered
personally to the following address or deposited in the United States Mail, postage
prepaid, certified mail, return receipt requested, addressed as follows, or to such other
address as the receiving party hereafter shall specify in writing:
If to the Grantor:
Orange County Emergency Services
Post Office Box 8181
Hillsborough, North Cazolina 27278
Attn: Emergency Services Director
(919) 245-6100
If to the Grantee:
(Need information)
Section 19. Severability
If any section, subsection, sentence, clause, phrase, or other portion of this Franchise is,
for any reason, declared invalid, in whole or in part, by any court, agency, commission,
legislative body, or other authority of competent jurisdiction, such portion shall be
North State Medical Transports, Inc.
EMS Franchise Agreement
Page 17 of 23
21
deemed a separate, distinct and independent portion. Such declaration shall not affect the
validity of the remaining portions hereof, which other portions shall continue in full force
and effect.
Section 20. Reservation of Rights
Notwithstanding any other provision of the Franchise, Grantor and Grantee reserve all
rights that they may possess under the law unless expressly waived herein. Nothing
herein shall constitute a waiver of rights of either parry, provided, however, that both
parties warrant and represent that, as of the effective date of the Franchise, they are not
aware of any provision in the Franchise that is contrary to applicable law.
Section 21. ~ Penalties and Remedies
a. A violation of any provision of this Franchise Ordinance or other failure of
the Grantee to abide by the provisions of this Franchise shall subject the
Grantee to a civil penalty of five hundred ($500) dollars. Lf Grantee fails
to pay this penalty within ten (10) days after being cited fora .violation,
the Grantor may seek to recover the penalty by filing a civil action in the
nature of a debt. -
b. A violation of any provision of this Franchise Ordinance by the Grantee
shall constitute a misdemeanor, punishable as provided in N.C. Gen. Stat.
§ 14-4.
c. The Grantor may seek to enforce this Franchise Ordinance through any
appropriate equitable action.
d. Each day that a violation continues of this Franchise Ordinance after the
Grantee has been notified of .the violation shall constitute a .separate
offense.
e. The Grantor may seek to enforce this Franchise Ordinance by using any
one or any combination of the foregoing remedies.
Section 22. Nan-discrimination
The Grantee shall not discriminate in any manner on the basis or factors prohibited by
law.
Section 23. Acceptance by Grantee
This Franchise and all of its terms and provisions shall be accepted by Grantee in writing
in the form hereinafter set forth within thirty (30) days of the grant of this Franchise by
the Grantor and when accepted shall be filed with Grantor's Clerk who shall record the
same in the Book of Ordinances.
North State Medical Transports, Inc.
EMS Franchise Agreement
Page 18 of 23
22
Such written acceptance may be upon or at the end of a copy of this Franchise Ordinance
and it shall state and express the acceptance of said Franchise and its terms, conditions
and provisions; and Grantee shall agree in said written acceptance to abide by, to observe
and to perform the same according to all of its terms and provisions, subject to applicable
state and federal law and shall declare that statements and recitals contained on said
Franchise are correct and that it has made and does make the agreements and statements
set forth in this Franchise. Acceptance herein referred to shall be in the following form:
The undersigned, in his/her capacity as
of the North State Medical Transport. and on behalf of that agency,
does hereby accept and approve the foregoing and attached Franchise and all of its terms
and conditions; and in consideration of the benefits and privileges granted to it does
hereby agree to abide by, carry out, observe and perform all of the obligations and things
provided to be carried out and performed by it in said Franchise approved by the Grantor
Commissioners, subject to applicable state and federal law.
This the day of , 2010
FOR GRANTEE:
Printed Name and Title
STATE OF NORTH CAROLINA
COUNTY OF ORANGE
On the day of , 2010 before me a Notary Public for the County and
State aforesaid, personally appeared before me on
behalf of said agency, acknowledges the signing and execution of the foregoing
instrument.
1N TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed by
notarial seal on the day and year above written.
Notary Public
My Commission Expires:
North State Medical Transports, Inc.
EMS Franchise Agreement
Page 19 of 23
23
IN WITNESS WHEREOF, this Norkh State Medical Transport. Franchise Ordinance
passed on First Reading on the _ day of April 2010 and was passed and adopted on
Second Reading this the -day of , 2010.
Valerie P. Foushee, Chair
Orange County Board of Commissioners
ATTEST:
Donna. Baker, Clerk to the
Orange County Board of Commissioners
APPROVED AS TO FORM:
Annette M. Moore, Staff Attorney
Orange County Attorney's Office
North State Medical Transports, Inc.
EMS Franchise Agreement
Page 20 of 23
24
ACCEPTANCE BY GRANTEE:
This Franchise and all of its terms and provisions shall be accepted by Grantee in writing
in the form hereinafter set forth within thirty (30) days of the grant of this Franchise by
the Grantor and when accepted shall be filed with Grantor's Clerk who shall record the
same in the Book of Ordinances.
Such written acceptance may be upon or at the end of a copy of this Franchise Ordinance
and it shall state and express the acceptance of said Franchise and its terms, conditions
and provisions; and Grantee shall agree in said written acceptance to abide by, to observe
and to perform the same according to all of its terms and provisions, subject to applicable
state .and federal law and shall declaze that statements and recitals contained on said
Franchise are correct and that it has made and does make the agreements and statements
set forth in this Franchise. Acceptance herein referred to shall be in the following~form:
The undersigned, in his/her capacity as
of the North State Medical Transport., and on behalf of that agency,
does hereby accept and approve the foregoing and attached Franchise and all of its terms
and conditions; and in consideration of the benefits and privileges granted to it does
hereby agree to abide by, carry out, observe and perform all of the obligations and things
provided to be carried out and performed by it in said Franchise approved by the Grantor
Commissioners, subject to applicable state and federal law.
This the day of , 2010
FOR GRANTEE:
Printed Name and Title
STATE OF NORTH CAROLINA
COUNTY OF ORANGE
On the _ day of , 2010 before me a Notary Public for the County and State
aforesaid, personally appeared before me on behalf of said
agency, aclaiowledges the signing and execution of the foregoing instntment.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed by notarial seal
on the day and year above written.
Notary Public
My Commission Expires:
North State Medical Transports, Inc.
EMS Franchise Agreement
Page 21 of 23
25
EXIitBTT A TO EMS SERVICES FRANCHISE FOR NORTH STATE
MEDICAL TRANSPORT., A NORTH CAROLINA FOR PROFIT
CORPORATION
FRANCHISE DISTRICT
Geographic Location: All of the County of Orange
North State Medical Transports, Inc.
EMS Franchise Agreement
Page 22 of 23
26
EXI~BTT B TO EMS SERVICES FRANCHISE FOR NORTH STATE MEDICAL
TRANSPORT, A NORTH CAROLINA FOR-PROFIT CORPORATION
ASSETS
1. Real Estate and Improvements
Address Estimated Property Value
No current Orange County location
2. Personal Property
*Estimated Replacement Value
Type has of January 1, 2010)
Ambulance Supplies, Office Supplies
Office Furnishing, Fixtures, & Misc
Equipment
2010 Dodge Sprinter Ambulance $101,000
North State Medical Transports, Inc.
EMS Franchise Agreement
Page 23 of 23
- G~
~ _ d~ aU~D
This item was removed and placed at the end of the consent agenda for separate ~~
consideration.
f. Blue Cross and Blue Shield of North Carolina Foundation Grant Agreement
The Board approved an equipment grant agreement with Blue Cross and Blue Shield of
North Carolina and authorized the Chair to sign.
g Transaction Costs and Budget Amendment # 2-C for Underwood Conservation
Easement Donation
The Board authorized an increase of $620 (from $2,000 to $2,620) in County funds and
approved Budget Amendment #2 - C to acquire a permanent conservation easement on the
Underwood property.
h. Food and Nutrition Services Outreach
The Board authorized the Manager to sign the agreement with the MANNA Food Bank
to accept the reimbursement from the MANNA Food Bank and to create one time-limited
maintenance position at Social Services for the period October 1, 2010 through September 30,
2011.
i. CDBG Program -Language Access Plan
This item was removed and placed at the end of the consent agenda for separate
consideration.
L Propose to Accept Offers to Purchase County Property
The Board approved a resolution for the following:
- Graham Building:
o Accept the offer submitted by Robbin Taylor-Hall in the amount of
$180,028.40;
o Approve the attached Resolution and authorize the Chair to sign the
resolution as appropriate; and
o Authorize staff to create the appropriate paperwork for completion of the sale
and authorize the Chair to sign.
- Highway 49 -Old ABC Store:
o Accept the highest offer submitted ($3,500) as outlined; and
o Approve the attached Resolution Authorizing Upset Bid Process and
authorize the Chair to sign the resolution as appropriate.
k. Second Reading: Emergencv Services Franchise by Ordinance: North State
Medical Transport, Inc.
The Board approved on second reading the granting of a franchise for afive-year term
to North State Medical Transport, Inc. for Basic Life Support Convalescent Transport Services
and Emergency Services; authorized the Chair to sign the Franchise Ordinance; and directed
staff to discuss and enter into an Operations Agreement with North State within 90 days that
identifies the subcategories under which North State will be permitted to operate the
Convalescent and Emergency Medical Basic Life Support Franchise based on the needs of the
County and the capacity and capabilities of North State as well as to provide for the daily
operational functions of North State as it works within the Orange County Emergency Services
System; and after the Emergency Services Director negotiates the Operations Agreement with
North State, authorized the County Manager to sign the Agreement subject to review by the
County Attorney or his staff. The granting of the Franchise Ordinance is conditional upon
successful completion of the Operations Agreement with 90 days of acceptance of the
Franchise Ordinance by North State Medical Transport.
I. Second Reading: Emergency Services Franchise by Ordinance: AAA
Transport. Inc.