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HomeMy WebLinkAboutDefibrillation Service Agreement No. 001-4618-0000-32-0083 This AGREEMENT is between the COUNTY OF SUFFOLK (the "COUNTY") a municipal corpo- ration of the State of New York, having its principal place of business at the County Center, Riverhead, New York 11901, acting through its duly constituted DEPARTMENT OF HEALTH SERVICES (the "DEPART- MENT''), located at 225 Rabro Drive East, I-Iauppauge, New York 11788-4290, and the Town of Southold (the "CORPS"), a municipal corporation, operator ora basic life support first responder service, having its principal place ofbusinass at Main Street, Southold, NY 11971. The parties hereto desire to make available to the COUNTY automated external defibrillation service, and sufficient funding exists in the 1998 Suffolk County Operating Budget. TERM OF AGREEMENT: Shall be January 1, 1998 through December 31, 1999. TOTAL COST OF AGREEMENT: Unallocated insurance premium and repair expense. TERMS AND CONDITIONS: Shall be as set forth in Exhibits A, A1 and B attached. IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT as of the latest date written below. TOWN OF SOUTHOLD JE~M~I W. COCHRAN, SUPERVISOR [Please print name & title under signature.] Date: February 25, 1998 COUNTY OF SUFFOLK ChiefD~uty Co,unty Executive APPROVED AS TO FORM, NOT REVIEWED AS TO EXECUTION: ROBERT J. CIMINO Suffolk County Attorney Robertson Hatch Date Assistant County Attorney APPROVED: WILLIAM H. LARKIN, Chief of Operations Date Division of Emergency Medical Services HS23 (4/97) EXHIBIT A BASIC LIFE SUPPORT FIRST RESPONDER AUTOMATED EXTERNAL DEFIBRILLATION PROGRAM WHEREAS, the CORPS operates a basic life support first responder service pursuant to Article 30 of the Public Health Law of the State of New York and provides emergency ambulance service within its jurisdiction to persons in need of such service; and WHEREAS, the CORPS has as members persons who have completed satisfactorily a course of instruction in Automated External Defibrillation ("AED') and who have been authorized by the COUNTY's Emergency Medical Services System Medical Director (the "Medical Director") to function at the AED level; and WHEREAS, the COUNTY agrees to provide the CORPS with AED equipment (the "Equipment") described in Exhibit B, "Schedule of Equipment", attached hereto and made pan hereof, and the CORPS agrees to have the Equipment operated by its appropriately trained and authorized personnel; and WHEREAS, the CORPS agrees to participate in the COUNTY's established AED medical review process; and WHEREAS, the COUNTY may, under the laws of the State of New York, contract with the CORPS for the fumishing &emergency ambulance service and may in turn supply the CORPS with insurance coverage and such equipment, supplies and/or services for the CORPS' operations as fall under the scope of this Agreement; NOW, THEREFORE, IT IS MUTUALLY AGREED by and between the panics hereto as follows in this Exhibit A and in Exhibits A1 and B, which axe attached to and made part of this Agreement: I. TERM OF AGREEMENT: This Agreement shall cover the period identified on the first page hereof unless otherwise terminated as provided in Exhibit Al to this Agreement. 2. PROGRAM: The COUNTY appoints the CORPS, and the CORPS accepts its appointment, to function as a pro- vider of AED services when appropriately equipped and staffed to do so. The CORPS agrees to accept the Equipment described in Exhibit B attached hereto and provided by the COUNTY and to use the Equipment in accordance with medical protocols and procedures developed by the COUNTY for the AED Program (the "Program"). The CORPS, at its own expense, and for the consideration heroin provided, shall use its best efforts to furnish adequate, qualified and trained personnel, together with the required space and facilities, and such other services as may be necessary, to provide emergency ambulance service, including Program service, within its jurisdiction. 3. CONDUCT AND SUPERVISION OF PROGRAM: [FOR ADDITIONAL PROVISIONS UNDER THIS HEADING, SEE EXHIBIT Al.] a) The CORPS shall record all radio transmissions on a logging recorder system and shall further assure that the tapes, disks or other storage media utilized in such logging recorder system axe main- rained by the dispatch service for a minimum of one hundred eighty (180) days and that such tapes, disks or other storage media are made available upon request for review and/or duplication by the Commissioner or the Commissioner's duly designated representative. HS23 (4/97) Page 1 of 2 pages of Exhibit A ~ ~,:a~ ,:~uNams~.~,o 4. STAFFING AND RELATED RESPONSIBILITIES: [FOR ADDITIONAL PROVISIONS UNDER THIS HEADING, SEE EXHIBIT Al.] a) The CORPS agrees that it shall keep current and accurate records documenting the training of its members who participate in the Program. The CORPS further agrees that no member or other autho- rized representative shall be permitted to function at the AED level or operate AED Equipment once that member's or other authorized representative's certification by the State of New York as a Certified First Responder ("CFR") or Emergency Medical Technician ("EMT") has expired, has been suspended or re- voked, or has been surrendered voluntarily by the member or other authorized representative. The CORPS further agrees that no member or other authorized representative shall be permitted to function at the AED level or operate the Equipment once that member's or other authorized representative's authorization to function at such level or use the Equipment, as granted by the Program Medical Director, has expired, has been suspended or revoked, or has been surrendered voluntarily by the member or other authorized repre- sentative. b) The provisions oft}tis Agreement shall not change in the event that the title "CFR" or "EMT" is changed by law or regulation to another title, so long as the new title is descriptive of persons who have received training and certification at least equivalent to that given to CFRs and EMTs. This Agreement shall then apply to persons duly holding such alternate title in the same manner as herein applied to CFRs and EMTs. - END OF TEXT OF EXHIBIT A - HS23 (4/97) Page 2 of 2 pages of Ex.hibit A ~,-as? ~,,~..:~..~.~.~..~.~ EXHIBIT A1 STANDARD EMERGENCY MEDICAL SERVICES SYSTEM CLAUSES 1. CONDUCT AND SUPERVISION OF PROGRAM: a) In exchange for the considerations provided by the COUNTY described in this Agreement, the nature and extent of the services provided by the CORPS pursuant to this Agreement shall be subject to the general supervision of the COUNTY's Commissioner of Health Services ("Commissioner") or the Com- missioner's duly designated representative to the extent that such general supervision will be necessary to assure compliance with regulations, protocols and procedures established for the proper and legal conduct of the Program and any and all other responsibilities of law residing now or in the future with the Commis- sioner and/or the DEPARTMENT. b) The CORPS agrees to conduct its operations as a provider of emergency ambulance service, including Program service, in a competent, skillful and professional manner and to the best of its ability, and to comply fully with the rules, regulations, criteria, guidelines and expenditure controls adopted from time to time by the DEPARTMENT, COUNTY, State and Federal governments, and their agencies and represen- tatives, pursuant to law, which apply to the CORPS' status as a provider of emergency ambulance service. The CORPS agrees to comply fully with all applicable provisions of Article 30 of the Public Health Law of the State of New York and to noti~' the COUNTY in writing within five (5) days concerning any notifica- tion the CORPS receives that it is not complying with or has not complied with any COUNTY, State or Federal law or regulation which has in any manner a bearing on its status as a provider of emergency ambu- lance service, including Program service. If the CORPS fails to correct such noncompliant conditions, the COUNTY may, at its sole option, exercise its right to terminate this Agreement as specified in this Exhibit A 1 under the heading, "Termination/Suspension of Agreement". c) The CORPS shall not participate in any pilot programs, demonstration projects or research programs which include the provision of any treatments and/or procedures or the use &medical devices which are not part of the system's established policies, protocols or procedures without the prior consent in writing of the Medical Director or the Medical Director's duly designated representative. d) It is understood and agreed by the parties that, except as specifically provided in this Agree- ment, the CORPS shall not, by entering into this Agreement, surrender in any way the independent authority it now possesses to operate an ambulance service. 2. STAFFING AND RELATED RESPONSIBILITIES: a) Except as otherwise provided herein, the CORPS shall have the right to use, employ, transfer and/or discharge any and ail of CORPS' personnel whose services are utilized in the Program. All such personnel are and shall be members of or otherwise affiliated with the CORPS and shall not for the purposes of this Agreement be considered employees of the COUNTY, and the CORPS alone shall be responsible for their conduct in the performance of their duties. Nothing contained in taxis Agreement shall be construed to impose any liability or duty upon the COUNTY or the Commissioner or their duly designated representa- tives to persons, firms or corporations employed by the CORPS in any capacity whatsoever, or to make the COUNTY or the Commissioner or their duly designated representatives liable to anyone for the acts, omis- sions, liabilities or obligations of whatsoever nature of the CORPS or its employees, members, agents or independent contractors. It is further agreed that nothing contained in this Agreement shall be construed to create any liability or duty on the part of the CORPS to persons, fn-ms or corporations employed by the COUNTY in any capacity whatsoever, or to create any liability upon the CORPS to anyone for the acts, omissions, liabilities, obligations or taxes of whatsoever nature of the COUNTY, its employees, agents or independent contractors. EMS (4/97) Page 1 of 8 pages of Exhibit A1 b) The personnel employed or utilized by the CORPS to render services pursuant to this Agree- ment shall comply with such standards as may be promulgated by law or regulation. Persons utilized by the CORPS to render Program services shall be trained to the extent required by law and the COUNTY's re- quirements in accordance with the precise nature of each individual's participation in the Program. The CORPS agrees that each of its participants in the Program shall be made available for Program-related training as required by the New York State Department of Health or the COUNTY. c) The CORPS agrees to provide the COUNTY periodically with sufficient information on the certification status of each of its participants in the Program to enable the COUNTY to accurately assess at any time the CORPS' ability to provide sufficient trained, certified and authorized personnel to assure continued participation in the Program. 3. EOU~ME~T: a) The CORPS agrees to accept the Equipment provided by the COUNTY and described in Exhibit B, "Schedule of Equipment", attached hereto, and agrees to place the Equipment on the CORPS ambulance or other CORPS' vehicle approved by the Program Medical Director or the Medical Director's designated representatii/e. b) The CORPS agrees that the COUNTY shall retain full and complete ownership of the Equip- ment. The COUNTY shall identify all COUNTY-owned Equipment by identification tag or other suitable meal'lS. c) The COUNTY shall provide maintenance of the Equipment after warranties or vendors' contractual obligations for the maintenance and repair of the Equipment have expired. The CORPS agrees to permit the COUNTY fi'ee access upon reasonable notice to inspect and maintain the COUNTY's Equip- ment at any time during normal operational periods when the Equipment is considered available for routine use. The CORPS further agrees to present the Equipment for annual inspection and calibration at dates, times and places established by the COUNTY. d) The CORPS shall maintain vigilance and take all reasonable precautions to protect the Eq. uipment, materials or supplies in its custody against damage or loss by fire, burgla~D,, theft, vandalism, rmsuse or unexplained disappearance. In the event of damage or loss by fire, burgla~D', thefi, vandalism, misuse or the unexplained disappearance of any items of Equipment, materials or supplies, the CORPS shall immediately notify, the police and make a record thereof, including a record of the results of any investiga- tion which may be made thereon. The CORPS shall immediately notify the COUNTY of any damage to or loss of the COUNTY's Equipment by fire, burglar3,, theft, vandalism, misuse, unex:i~ined disappearance or any other cause whatsoever and submit a deta/led written report of such loss or dan~aze. The CORPS' responsibility for such care of the COUNTY's Equipment shall only extend for that p~riod of time when the CORPS is in actual possession of the COUNTY's Equipment. Notices to the COU.WT¥ pursuant to this Agreement, shall be sent to: Suffolk County Department of Health Services Division of Emergency Medical Services ' Post Office Box 664 Yaphank, New York 11980-0664 Attention: Mr. William H. Larkin e) Upon expiration or termination oft/tis Agreement, or of any renewal thereof, the discontinu- ance of the business of the CORPS, the failure of the CORPS to comply with the terms of this Agreement, the bankruptcy of the CORPS, an assignment for the benefit of its creditors, or the failure of the CORPS to satisfy any judgement against it withLn tl~ (30) days of filing, the COUNTY shall have the fight to take EMS (4/97) Page 2 of 8 pages of Exhibit A1 possession of all the Equipment, materials and supplies without any claim for reimbursement on the part of the CORPS, and the CORPS shall make access available and render all necessary assistance for the physical removal of the Equipment, materials and supplies by the COUNTY, or the COUNTY's duly designated representative, in the same condition as it was received by the CORPS, reasonable wear and tear excepted. Any disposition, settlements or adjustments connected with the Equipment, materials or supplies shall be in accordance with applicable provisions of law. 4. RECORDS AND/OR REPORTS: a) The COUNTY agrees to provide at no charge to the CORPS the New York State Department of Health "Prehospital Care Report" (PCR) form to be used for all ambulance response events and the CORPS agrees to use the PCR and to distribute copies of the completed PCR as directed by the Medical Director or the Medical Director's designated representative. b) The CORPS agrees to provide other information as shall be required by the COUNTY fi.om time to time either on a routine basis or as a special report, provided that such information and/or reports are directly applicable to the efficacious operation of the Program. c) The cORPS agrees that any and all reports supplied under the terms of this Agreement may be used for evaluation and/or reporting purposes by the COUNTY. The COUNTY agrees to hold confiden- tial the specific identification of the CORPS or any of its members or other authorized representatives in any report which the COUNTY may disseminate. d) The CORPS agrees to maintain such records as may be required by the COUNTY for pur- poses of inventory and/or maintenance of the COUNTY's Equipment supplied to the CORPS for the pur- pose of operating the Program described herein. 5. AGREEMENT SUBJECT TO APPROPRIATION OF FUNDS: This Agreement is subject to the amount of funds appropriated and any subsequent modifications thereof by the Suffolk County Legislature, and no liability shall be incurred by the COUNTY under this Agreement beyond the amount of funds appropriated by the Legislature for the Program covered by this Agreement. 6. TERMINATION/SUSPENSION OF AGREEMENT: a) The COUNTY at its option may terminate this Agreement upon thi~. (30) days written notice to the CORPS for the CORPS' violation of the Agreement or the violation of protocols or procedures established by the COUNTY or in the event ora partial or full suspension of the funding of the Program or other actions by the Suffolk Cotmty Legislature or the State or Federal governments which may require modifications of this Agreement. b) The CORPS may terminate this Agreement at any time upon thirty (30) days written notice to the COUNTY. c) The CORPS and the COUNTY agree that the CORPS' Program services shall be suspended if at any time during this Agreement any of the Equipment or system components encompassed within the Program cannot effectively be furnished. The parties hereto agree that every reasonable effort shall be made to establish resumption of Program services, but failure on the part of either party to correct the prob- lem shall not be a cause of action on the pan of one party against the other. 7. INDEMNrlFICATION AND INSURANCE: a) The CORPS shall indemnify and hold harmless the COUNTY, its employees and designated representatives fi.om any claims, costs, damages or injuries to persons or property of whatsoever nature EMS (4/97) Page 3 of 8 pages of Exhibit A1 arising out of the acts, omissions or negligence of the CORPS, its members, agents, employees or subcon- tractors in connection with its participation in the Program. In addition, the CORPS shall take out and maintain commercial general liability insurance (including contractual liability coverage) on all locations and facilities with a limit of not less than $I million combined single limit per occurrence for bodily injury and proper~ damage with the COUNTY named as an additional insured. b) In the event of any loss due to fire, theft, vandalism or other hazard normally covered by comprehensive insurance without fault on the part of the CORPS and to the extent that such loss is not covered by any insurance policy of the CORPS, the COUNTY shall repair or replace the Equipment. c) During the term of this Agreement, the COUNTY shall assume the responsibility for defend- ing the CORPS and its members in any action or proceeding arising out of an alleged product failure of any of the Equipment; provided, however, that the CORPS shall promptly notify the COUNTY of any malfunc- tion or suspected malfunction of any the Equipment by means ora telephone call to the duty medical control console operator at University Hospital at the State University of New York at Stony Brook at telephone number 516-444-3600. d) The COUNTY shall provide and maintain professional liability insurance, also known as errors and omissions insurance, in its name and in the name of the CORPS, in the amount of$1 million per claim/S1 million aggregate, insuring the CORPS and all members thereof, except such members as may be excluded in the policy form, while operating in a duty status with the CORPS. At the COUNTY's option, the COUNTY may self-fund such Professional Liability insurance through its self-insurance fund. Certifi- cates shall be issued to the CORPS only upon receipt of evidence of insurance protecting the COUNTY as required herein. e) The CORPS shall take out and maintain Workers' Compensation and Employer's Liability insurance and/or coverage under the Volunteer Firefighters' Benefit Law or under the Volunteer Ambulance Workers' Benefit Law, in compliance with all applicable New York State laws and regulations, and Disabil- ity Benefits insurance if required by law and shall have furnished to the COUNTY prior to its execution of this Agreement the documentation required by the State of New York Workers' Compensation Board of coverage or exemption fi.om coverage pursuant to §§ 57 and 220 of the Workers' Compensation Law. In accordance with General Municipal Law Section 108, this Agreement shall be void and of no effect unless the CORPS shall provide and maintain coverage during the term of this Agreement for the benefit of such members and/or employees as are required to be covered by the provisions of the Workers' Compensation Law. 0 The CORPS shall take out and maintain Automobile Liability insurance w/th limits not less than $300,000 combined single limit for bodily injury and property damage per occurrence, with the COUNTY named as an additional insured. g) The CORPS shall submit certificates of insurance for all of the above described insurance coverage at the time the CORPS signs this Agreement with such certificates or certified copies of any amendments or renewals thereafter sent to: Suffolk County Department of Health Services Division of Emergency Medical Services Post Office Box 664 Yaphank, New York 11980-0664 Attention: Mr. William H. Larkin. EMS (4/97) Page 4 of 8 pages of Exhibit A1 h) The certificates of insurance provided pursuant to subparagraph (g) above shall stipulate that the COUNTY will be given no less than thirty (30) days written notice prior to the cancellation, modifica- tion or non-renewal of any insurance coverage required herein. 8. NONDISCRIMINATION & AFFIRMATIVE ACTION IN MEMBERSHIP AND EMPLOYMENT: The CORPS agrees in connection ~vith the Performance of this Agreement as follows: a) The CORPS shall not discriminate against members, employees or applicants for member- ship or employment because of race, creed, color, national origin, sex, age, disability, Vietnam Em Veteran status or marital status, and will undertake or continue existing programs of affirmative action to ensure that women and minority group members are afforded equal membership and employment opportunities without discrimination. Affirmative action shall mean recruitment, employment, job assignment, promotion, upgradings, demotion, transfer, layoff, or termination and rates of pay or other forms of compensation. b) The CORPS shall require each employment agency, labor union or authorized representative of workers, with which it has a collective bargaining agreement or understanding, to furnish a written state- ment that such employment agency, labor union or authorized representative will not discriminate on the basis of race, creed, Color, national origin, sex, age, disability, Vietnam Era Veteran status or marital status and that such employment agency, labor union or authorized representative will affirmatively cooperate in the implementation of the CORPS' obligations herein. c) The CORPS shall state, in all solicitations or advertisements for members or employees, that, in the performance of this Agreement, all qualified applicants will be afforded equal membership or ployment opportunities without discrimination because of race, creed, color, national origin, sex, age, dis- ability, Vietnam Era Veteran status or marital status. 9. NONDISCRIMINATION CLAUSES COVERING SERVICE~: The CORPS agrees in connection with the performance of this Agreement as follows: a) The CORPS shall not, on the grounds of race, creed, color, national origin, sex, age, disabil- ity, Vietnam Era Veteran or marital status: 1) Deny any individual any service(s) or other benefit(s) provided under the Program; 2) Provide any service(s) or other benefit(s) to an individual which are different, or are provided in a different manner, from those provided to others under the Program: 3) Subject an individual to segregation or separate treatment in any matter related to the individual's receipt of any service(s) or other benefit(s) provided under the Program; 4) Restrict an individual in any way in the enjoyment of any advantage(s) or privilege(s) enjoyed by others receiving the service(s) or other benefit(s) provided under the Pro- gram; 5) Treat an individual differently from others in determining whether or not the individ- ual satisfies any eligibility or other requirements or conditions which individuals must meet in order to receive any aid, care, service(s) or other benefit(s) provided under the Program. b) The CORPS shall not utilize criteria or methods of admirdstration wl-fich have the effect of subjecting individuals to discrimination because of their race, creed, color, national origin, sex, age, disability, Vietnam Era Veteran or marital status or have the effect of defeating or substantially impairing accomplishment of the objectives of the Program in respect to indi- EMS (4/97) Page 5 of 8 pages of Exhibit A1 viduals ora particular race, creed, color, national origin, sex, age, disability, Vietnam Era Veteran or marital status in determining: 1) The types of service(s) or other benefit(s) to be provided under the Program; 2) The class of individual(s) to whom, or the situation(s) in which, such service(s) or other benefit(s) will be provided under the Program; 3) The class of individual(s) to be afforded an oppommity to participate in the Program. 10. COPY OF CERTIFICATE OF INCORPORATION The CORPS, if incorporated other than as a municipal corporation, agrees to submit to the DE- PARTMENT a certified copy of its Certificate of Incorporation, including any amendments thereto, at the time it signs this Agreement, if not then on file with the DEPARTMENT, and promptly thereafter, certified copies of amendments thereto during the term of this Agreement. 11. AGREEMENT COMPLIANCE: The Commissioner or her duly designated representative shall evaluate and determine compliance with the terms hereof. Such evaluation shall be considered upon any request for renewal of this Agreement. 12. pATENTS: If the CORPS makes any discovery or invention in the course of or as a result of work performed under this Agreement, the CORPS may apply for and secure patent protection for itself. However, the COUNTY reserves for itself, and the CORPS hereby gives to the COUNTY, or to any other municipality or governmental agency or body designated by the COUNTY, a royalty-fi'ce, nonexclusive license to produce, reproduce, publish, translate or otherwise use any item so discovered or patented. 13. COPYRIGHTS: If the work of the CORPS performed under this Agreement results in the production of original books, manuals, films or other materials for which a copyright may be granted, the CORPS may secure copyright protection for itself. However, the COUNTY reserves for itself, and the CORPS hereby gives to the COUNTY, or to any other municipality or governmental agency or body designated by the COUNTY, a royalty-fi-ce, nonexclusive license to produce, reproduce, publish, translate or otherwise use any such mate- rials. 14. INDEPENDENT CONTRACTOR: It is expressly agreed that the relationship of the CORPS to the COUNTY shall be that of an inde- pendent contractor. Neither the CORPS nor any persons h/red by the CORPS or members of the CORPS shall be considered employees of the COUNTY for any purpose whatsoever. 15. ASSIGNMENT: The CORPS shall not assign, transfer, convey, sublet or otherwise dispose oft}tis Agreement, or any of its right, ' ' t~tle or interest therein, or its power to execute this Agreement, to any other person or corpora- tion, without the prior consent in writing of the COUNTY, and any attempt to do any of the foregoing without such consent shall be of no effect. t6. REPORTING PROCEDURE FOR INCIDENTS AND CLAIMS: a) When an incident occurs which may possibly give rise to a claim with regard to Emergency Medical Services, the CORPS shall mmediately make reports to the COUNTY at both addresses below or i ' at such other address(es) as may be furnished to the CORPS in writing by the COUNTY. EMS (4/97) Page 6 of 8 pages of Exhibit A1 b) The CORPS shall immediately report any communication, notice, claim or demand for payment with regard to Emergency Medical Services, and shall send a copy of same to the COUNTY at both addresses below or at such other address(es) as may be furnished to the CORPS in writing by the COLrNTY. c) Unless otherwise notified in writing by the COUNTY, the CORPS shall direct all such re- ports under subparagraph (a) above and all copies under subparagraph Co) above to the COUNTY as fol- lows: TO: (1) Suffolk County Department of Health Services Division of Emergency Medical Services Post Office Box 664 Yaphank, New York 11980-0664 Attention: Mr. William H. Larkin AND TO: (2) Suffolk County Department of Audit and Control Risk Management and Benefit Division 700 Veterans Memorial Highway Hauppauge, New York 11788-0099 Attention: Mr. Phil Bauccio Benefit and Risk Manager d) The CORPS' failure to furnish the COUNTY with the reports and copies required by this pamgraph 16 in a timely manner may result in a declination of coverage by the insurance company for which the COUNTY shall not be responsible. e) In the event of an Equipment malfunction or suspected malfunction, the CORPS agrees to remove the Equipment fi.om service until the Equipment has been tested and such malfunction corrected. The CORPS agrees to report such malfunctions or suspected malfunctions to the duty medical control console operator at University Hospital at the State University of New York at Stony Brook at telephone number 516-444-3600. 17. CORPS COOPERATION ON CLAIMS: The CORPS agrees to render diligently to the COUNTY any and all cooperation, without additional compensation, that may be required to defend the COUNTY, its employees and designated representatives and/or the CORPS, its employees, members and designated representatives against any claim, demand or action that may be brought against the COUNTY, its employees or designated representatives in connection with this Agreement. 18. GRATUITIES: The CORPS represents and warrants that is has not offered or given any gratuity to any official, employee or agent of Suffolk County or New York State or of any political party, with the purpose or intent of securing an agreement or securing favorable treatment with respect to the awarding or amending of an agreement or the making of any determination with respect to the performance of an agreement, and that the signer of tb./s Agreement has read and is familiar with the provisions of Local Law 32-1980 of Suffolk County (Chapter 386 of the Suffolk County Code). 19. WORK EXPERIENCE PARTICIPATION: If the CORPS is a nonprofit or governmental agency or institution, at all times during the term of this Agreement, each of the CORPS' locations in Suffolk County at which services are provided under this EMS (4/97) Page 7 of 8 pages of Exhibit A1 Agreement shall be a work site for public-assistance clients of Suffolk County pursuant to Local Law No. 15-1993. If no Memorandum of Understanding ("MOU") with the Suffolk County Department of Labor for work experience is in effect at the beginning of the term of this Agreement, the CORPS, if it is a nonprofit or governmental gency or institution, shall enter into such MOU as soon as possible after the execution of this Agreement. Failure to enter into or to perform in accordance with such MOU shall be deemed to be a failure to perform in accordance with this Agreement, for which the COUNTY may withhold payment, terminate this Agreement or exercise such other remedies as may be appropriate in the circumstances. 20. SEVERABILITY: If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those to which it is held invalid or unenforce- able, shall not be affected thereby, and every other term and provision of this Agreement shall be valid and enforced to the fullest extent permitted by law. 21. MERGER; NO ORAL CHANGF..q: It is expressly agreed that this Agreement represents the entire agreement of the parties, that all previous understandings are merged in this Agreement, and that no modification of this Agreement shall be valid unless written and executed by both parties. -- END OF TEXT OF EXHIBIT Al-- EMS (4/97) Page 8 of 8 pages of Exhibit A1 EXHIBIT B AUTOMATED EXTERNAL DEFIBRILLATION PROGRAM SCHEDULE OF EQUIPMENT Pursuant to the terms and conditions of this Agreement, the COUNTY shall provide for the CORPS' use the AED Equipment described in this paragraph: · Portable semi-automatic defibrillator · Batteries for semi-automatic defibrillator · Battery charger · Microcassette tapes · Chest electrodes · All necessary cables, connectors and accessories. Pursuant to the terms and conditions of this Agreement, the COUNTY shall provide the equipment described in this paragraph to support the CORPS' AED operations: · · · · · Medical control reader Electrocardiogram monitor Electrocardiogram printer Cassette playback machine Ail necessary cables, connectors and accessories HS23 (4/97)