Contract

A G R E E M E N T

THIS AGREEMENT dated the day of 2003, by and between the CITY OF STAMFORD, a municipal corporation in the State of Connecticut, hereinafter referred to as the “City”, acting herein by Dannel P. Malloy, its Mayor, hereunto duly authorized, and STAMFORD EMERGENCY MEDICAL SERVICES, INC., hereinafter referred to as “SEMS”, acting herein by Paula Sutliffe, its Chairperson, duly authorized.

W I T N E S S E T H

WHEREAS, the City of Stamford solicited Request for Proposal No. 289 for Emergency Medical Services; and,

WHEREAS, SEMS has responded to the City by submitting a Proposal; and,

WHEREAS, the City has accepted SEMS’ Proposal for said work, pursuant to the terms hereinafter set forth.

NOW, THEREFORE, upon the mutual promises and conditions contained herein, the parties hereto agree as follows:

1. Definitions.

"ACLS" means Advance Cardiac Life Support in accordance with National American Heart Association Standards.

"ALS" means Advance Life Support in accordance with National Standards.

"Areas" as used in Section 5.4(b) of this Agreement shall mean the existing fire districts of the City of Stamford.

"Arrival Time" means the time at which a responding unit arrives at the scene of an emergency.

"BLS" means Basic Life Support in accordance with National Standards.

"City" means the City of Stamford, Connecticut.

“Code 1 Response” means a response that was determined by the Emergency Communications Center to be non-life threatening and did not require lights and sirens during the response.

"Emergency Communications Center" or "Public Safety Dispatch" means the facility and staff designated as the Public Safety Answering Point for emergency 9-1-1 calls and located in the Government Center at 888 Washington Boulevard, Stamford, Connecticut.

"Emergency Medical Technician" or "EMT" means an individual who has successfully completed the requirements of § 19a-179-16 of the Regulations of Connecticut State Agencies, and is certified as an EMT by the State of Connecticut, Department of Public Health and Addiction Services, Office of Emergency Medical Services.

"Emergency Medical Technician-Intermediate" or "EMT-I" means an individual who has successfully completed the requirements established for intermediate level EMTs as established by § 19a-179-16 of the Regulations of Connecticut State Agencies, and is certified as an EMT-I by the State of Connecticut, Department of Public Health and Addiction Services Office of Emergency Medical Services and has been approved by the Regional Medical Control Authority.

"Emergency Medical Technician-Paramedic" or "EMT-P" means an EMT who has successfully completed the requirements established for EMT-Ps by § 19-179-16 of the Regulations of Connecticut State Agencies, and is certified as an EMT-Paramedic by the State of Connecticut, Department of Public Health and Addiction Services, Office of Emergency Medical Services and has been approved by the Regional and Local Medical Control Authority.

"Emergency Service" means any response to a request for service as a result of notification to SEMS from the Stamford Emergency Communication Center.

"Fly Car" means an emergency medical response vehicle, routinely staffed by a solo Connecticut certified EMT-P.

"The Hospitals" means the Stamford Hospital and St. Joseph Medical Center, collectively.

"Major Obligations" shall include, but not be limited to, the provisions of the following sections hereunder: § 3, § 4.2 Regulatory Compliance; § 4.3 Medical Control; § 5.1 City Representation; § 5.3 Ambulances and Staffing; § 5.4 Response Times; § 5.5. Maintenance of Insurance; § 6.1 Penalties; § 6.3 Suspension or Revocation of Certificate; § 7.2 Billing; § 8. Record Keeping, Reporting and Verification; § 8.2 Quarterly Reporting; § 8.4 Annual Reporting; § 8.5 Records Maintenance and Inspection; § 10.1 Non-Discrimination; § 10.2 Assignment; § 10.10 Termination of Services.

"Medical Control" means the active surveillance by physicians of mobile intensive care sufficient for the assessment of overall practice levels as defined by statewide protocols and those adopted by the "Medical Control Authority."

"Medical Control Authority" means representatives of Stamford Health Systems (hereinafter “SHS”).

"Mobile Intensive Care" or "MIC" means pre-hospital care involving invasive or definitive skill, equipment, procedures and other therapies beyond those of the EMT.

"Mobile Intensive Care Paramedic Level Unit" or "MIC-P Unit" means an emergency vehicle equipped in accordance with Section 19a-179-10(d) of the Regulations of Connecticut State Agencies.

"Mobile Intensive Care Unit" or "MICU" means an emergency vehicle equipped in accordance with Section 19-179-18(b) of the Regulations of Connecticut State Agencies and operated by a Mobile Intensive Care Provider.

"Mutual Aid Agreements" means written agreements between the City of Stamford and surrounding municipalities, ensuring cooperation of emergency services in times of need.

"Office of Emergency Medical Services" or "OEMS" means the office established with the State Department of Public Health and Addiction Services pursuant to C.G.S. Section 19a-178.

"Operating Costs" means the total expenses necessary to conduct and control the affairs of the emergency medical services organization.

"Primary Response Vehicle" means an ALS ambulance staffed by a certified EMT-P with a second crew member at least certified as a basic EMT.

"Primary Service Area" means the geographic area in which SEMS shall be designated to respond to emergency calls.

"Primary Service Area Responder" or "PSAR" means the designated EMS provider for first call in a primary service area.

"Response Time" means the total measure of time from notification to SEMS that an emergency exists to the arrival of the first paramedic staffed unit at the location of the emergency.

"SEMS" means Stamford Emergency Medical Services Incorporated.

"Sponsor Hospital" means a hospital which has agreed to maintain staff for the provision of Medical Control and medical direction of pre-hospital emergency service providers and which has been approved by OEMS in accordance with Section 19a-179-12(a)(7) of the Regulations of Connecticut State Agencies.

"Standby Response Vehicle" means either an ambulance or Fly-Car staffed by at least one certified EMT.

2. City Representations.

2.1 Contract Representative. The Mayor’s designee shall be the Director of Public Safety, Health & Welfare, who shall receive all reports and notices designated hereunder and to communicate with SEMS on behalf of the City regarding any issues under this Agreement.

2.2 Proper Authorization. Upon receipt of the necessary approval from the requisite City Boards, the Mayor represents that he is duly authorized to enter into and execute this Agreement and that it represents the legal, valid and binding obligation of the City and is enforceable against it in accordance with its terms.

2.3 Cooperation with Regulatory Approvals. The City agrees that it will cooperate with SEMS in order to facilitate SEMS' approval from the State Office of Emergency Medical Services or such other State or Federal regulatory body, as may be required.

3. City Responsibilities.

3.1 Compensation.

(a) Consideration.

The City agrees to pay SEMS to provide the Services stipulated in this Agreement, the following sums, in equal quarterly installments, commencing within ten days of July 1, 2003, and continuing within ten days of each quarter thereafter:

Seven Hundred Fifteen Thousand Dollars ($715,000) for fiscal year 2003/2004;

Seven Hundred Seventy Five Thousand dollars ($775,000) for fiscal year 2004/2005;

Eight Hundred Thirty Thousand Dollars ($830,000) for fiscal year 2005-2006;

Nine Hundred Thousand Dollars ($900,000) for fiscal year 2006-2007, to provide the Services stipulated in this Agreement.

(b) Operations Funding.

All requests for operations funding from the City of Stamford, pursuant to Sections 3.1(a), and the issuance of funds related thereto, shall be pursuant to the City Charter, Code of Ordinances and through the City's normal budgetary process.

3.2 Assignment of Property. Subject to the provisions of Section 10.2 of this Agreement, the City agrees to take all necessary action to effectuate the leasing of real property located at 684 Long Ridge Road, Stamford and at 80 Fairfield Avenue, coincident with the implementation of this Agreement.

3.3 Emergency Medical Dispatch “EMD. The City shall use reasonable efforts to assist SEMS in public education regarding the public impact, reasons and benefits of EMD.

4. SEMS Representations.

4.1 Proper Authorization. SEMS represents that it is a validly existing not-for-profit corporation under the laws of the State of Connecticut, that all actions required to be taken hereunder have been duly authorized by its Board of Directors, including the authorization of its President to enter into this Agreement on its behalf, and that its signature on this Agreement represents the legal, valid and binding obligation of SEMS and is enforceable against it in accordance with its terms.

4.2 Regulatory Compliance. SEMS agrees to deliver the Services throughout the term of this Agreement in a manner that complies with all state regulatory requirements for Mobile Intensive Care-Paramedic Level (MIC-P) Units, as defined in Chapter 368d of the Connecticut General Statutes (§§ 19a-175, et seq.) and §§ 19a-179-1 through 19a-179-21 of the Regulations of Connecticut State Agencies.

4.3 Medical Control/Sponsor Hospital Committee Function.

(a) The parties hereto acknowledge that Stamford Health Systems (SHS) will provide the Medical Control function for the Services to be provided hereunder, pursuant to procedures established annually between SHS and SEMS, which procedures are on file with OEMS. As part of its duties to the Medical Control Authority, SEMS shall do the following:

(i) Ensure that all of its advanced EMTs shall have received approval from the Medical Control Authority.

(ii) Implement and comply with a quality assurance program approved by the Medical Control Authority and comply with all Medical Control Authority policies and procedures regarding medical care.

(iii) Institute a system of call review and in-service training approved by the Medical Control Authority.

4.4 Mutual Aid Agreements.

SEMS agrees to abide by and respond to conditions of mutual aid as outlined in municipal mutual aid agreements of which the City of Stamford is a party. SEMS may also have mutual aid agreements with other municipalities so long as they are not in conflict with City of Stamford mutual aid agreements and so long as such agreements do not adversely affect SEMS' service to the City of Stamford. The parties hereto shall, in writing, disclose all of the mutual aid agreements of which they are a party before the execution of this document. Furthermore, the parties shall continue to disclose all mutual aid agreements in which they become a party in the future. Said disclosure shall take place within thirty (30) days of the execution of such agreements.

5. SEMS Responsibilities.

5.1 City Representation. For the duration of this Agreement, the Mayor and the President of the Board of Representatives each may appoint an individual to the SEMS Board of Directors.

5.2 Number of Ambulances Available.

(a) SEMS shall ensure at all times that the minimum staffing patterns of Primary Response Vehicles, as described below, are available, either responding to or capable of responding to emergency calls received by the Stamford Emergency Communications Center. The customary locations for these vehicles shall be:

Westside Firehouse - 1, 24 hours per day, 7 days per week.

128 Strawberry Hill Avenue - 1, 24 hours per day, 7 days per week.

Glenbrook Fire Co. - 1, during 12 consecutive hours of peak volume time per day, 7 days per week.

Vine Road Area - 1, 24 hours per day, 7 days per week.

(b) SEMS shall also maintain a minimum of 1 Fly Car or Ambulance at 684 Long Ridge Road from 6:00 p.m. to 6:00 a.m. all week. A Connecticut certified EMT-P shall staff the Fly Car. If SEMS provides a Primary Response Unit instead of a Fly Car at this location, then a Fly Car may be substituted for the Primary Response Unit at the Turn of River Fire Company during this period of time.

(c) SEMS shall also maintain a minimum of 1 standby response vehicle from 9 a.m. to 5 p.m., Monday through Friday, excluding all legal holidays. The customary location for this vehicle shall be 684 Long Ridge Road. Such standby unit shall become a response vehicle any time there are 1 or fewer primary response vehicles available for calls.

(d) SEMS, will maintain a stand-by response vehicle from 9:00 a.m. to 5:00 p.m. on Saturdays and Sundays. A Connecticut certified EMT-P shall staff the stand-by response vehicle. The usual location for this vehicle shall be at 684 Long Ridge Road, but SEMS may also locate this vehicle at any location within the City limits as required by system demands and operational efficiency.

5.3 Ambulance Staffing. Each Primary Response Vehicle shall be staffed by at least two individuals, at least one of whom shall be a Connecticut certified EMT-P (as defined in Section 1, above) having successfully completed the requirements of § 19a-179-16(c) of the Regulations of Connecticut State Agencies. The second crew member shall be at least a Connecticut certified basic EMT, as defined above.

5.4 Response Time.

(a) SEMS shall respond to every emergency call with a Primary Response Vehicle or Fly Car in an expeditious manner and endeavor, without taking undo safety risks for its personnel or the general public, to meet the minimum American Heart Association National Standards for survival time of eight minutes for ninety-three percent (93%) of all ALS calls without being subjected to a penalty as set forth in Section 6 below.

(b) SEMS shall at least maintain and endeavor to improve the existing response times in all areas of the City of Stamford.

(c) Verification. The Response Time outlined in Section 5.4(a) above shall be subject to verification by the City through a quarterly reporting process outlined further at Section 8.2 below. The City shall review such report upon receipt and shall notify SEMS within sixty (60) days in writing of any deficiencies hereunder. Such notice shall set forth in detail any deficiencies of SEMS with adequate documentation thereof and shall be sent to SEMS at the address set forth in Section 10.5 below.

5.5 Maintenance of General Liability Insurance.

(a) Insurance Required. Throughout the term of this Agreement, SEMS shall maintain in effect such insurance as is required by the City’s Risk Manager, more particularly described in Exhibit A, attached hereto and made a part hereof.

5.6 False Alarm Reports.

SEMS shall assist the City with any documentation or testimony required in any legal action the State of Connecticut or the City of Stamford might take against individuals or organizations that make such calls.

5.7 Composition of Board of Directors.

SEMS agrees that no more than ten percent (10%) of its Board of Directors shall be comprised of employees or individuals that are related to each other.

5.8 Conflicts of Interest.

(a) No Board member shall deliberate or participate in a decision or action by SEMS if said individual or any member of their immediate family has any interest in the matter or would be likely to gain or lose any benefit that is not common to the general public.

(b) No Board members shall grant any special consideration, treatment or advantage to any person beyond that which is generally available to the general public.

(c) No Board member may provide a service or goods to SEMS for which said member receives compensation, unless the contract for said service or goods was awarded in accordance with a competitive proposal or competitive bidding process.

(d) SEMS shall disclose the names of all Board members who are awarded contracts in the Annual Report that is required pursuant to Section 8.4 of this Agreement.

6. Standards

6.1 Noncompliance - Penalties.

In accordance with the provisions of Section 5.4(a), above, if SEMS fails to respond to at least 90% of ALS calls with a Primary Response Vehicle or a Fly Car in any given quarter within eight minutes, the following shall apply:

(a) If the standard is missed during any quarterly period, a report shall be prepared detailing the reasons why along with corrective changes planned or instituted.

(b) If the standard is missed during any three (3) consecutive quarters, SEMS shall be in breach of a "major obligation" of this Agreement.

6.2 Staffing Failures. For each response in which the City is able to document that SEMS failed to provide the staffing required by Paragraph 5.3 hereof, SEMS agrees to pay the City $1,000 within thirty (30) days of the City's notification of such penalty.

6.3 Suspension or Revocation of Certificate.

In the event that SEMS' provider certificate of operation is suspended or revoked by OEMS, SEMS shall pay the City $25,000 within thirty (30) days of the City's notification of such penalty, in addition to the City’s other remedies at law and hereunder.

6.4 Waiver of Response Time Standards.

The calculation of response time noncompliance discussed in subsection 6.1 above shall exclude all calls that occur during any of the following circumstances:

(i) Occasions of severe weather, as defined by the National Oceanic and Atmosphere Administration (NOAA).

(ii) Mass casualty situations, as declared by the Office of the Mayor of the City of Stamford or the Fire or Police Departments.

(iii) Responses to emergencies occurring on Highways I-95 or the Merritt Parkway, Metro-North Commuter railroad or AMTRAK railroad.

(iv) Situations in which vehicles are required to take alternative routes due to extensive construction or architectural delays created by locked gates requiring special security access, including but not limited to railroad crossings.

(v) Calls dispatched by the Emergency Communications Center designated as “Code 1”

(vi) Other extenuating circumstances mutually agreed upon, in writing by the City and SEMS.

7. General Operating Procedures.

7.1 Dispatch. Under the system of Services to be established hereunder, the following dispatch services shall be established:

(a) The City shall provide SEMS with twenty-four (24) hour dispatch services from the Stamford Emergency Communications Center, without cost to SEMS.

(b) SEMS' Primary Response Vehicles shall be available to receive calls from the dispatch center consistent with the operational times as outlined in Section 5.2.

7.2 Billing. SEMS, at its sole cost, shall provide all billing and collection services to and from patients for the delivery of the Services in accordance with the rates then applicable as determined by OEMS and shall ensure that an aggressive collection system is implemented. SEMS shall be given the option of utilizing any outside collection services under contract to the City of Stamford at its own expense.

8. Record Keeping, Reporting & Verification.

8.1 Daily Incident Records. SEMS shall maintain daily incident records for each call received which records shall include at a minimum:

(a) the date and time the call was received by SEMS, responding to the call;

(b) the time of arrival at the scene of the emergency;

(d) the condition of the patient upon the arrival of the scene;

(e) the destination of the patient;

(f) the time of departure from the scene of the emergency;

(g) the time of arrival at the destination;

(h) treatment rendered at the scene of the emergency;

(i) treatment rendered during transport;

(j) time of service re-entry of vehicle and crew; and

(k) as the law permits, critiques and directives by the Medical Control Authority.

8.2 Quarterly Reporting. On or before the thirtieth day subsequent to the end of each calendar quarter SEMS shall provide the Medical Control Authority, the City and the Board of Representatives with a summary of the data collected with respect to the calls received. Said report shall be in such form as is mutually agreed upon by the parties hereto and approved by the Medical Control Authority. Such report shall include statistics identifying the number of calls, average response time and percent of calls within 8 minutes. Such statistics shall be reported separately for all ALS calls, all BLS calls and other types of calls as mutually agreed upon by the parties. Such statistics by call type shall also be reported separately by, at a minimum of four (4) geographic areas or zones of the City mutually agreed upon by the parties.

8.3 City Evaluation of Quarterly Report. Within thirty (30) days of receiving the quarterly report specified in Section 8.2 above, the City shall notify SEMS of any deficiencies found thereunder.

8.4 Annual Reporting. Within one hundred and twenty (120) days of April 30th of each year, SEMS shall provide the City with an annual report, which report shall include the following:

(a) an executive summary of operations throughout the previous year;

(b) the organization's financial statements prepared and reviewed in accordance with Statement on Accounting and Review Standards 1 and 2;

(d) a current list of the officers and directors of SEMS;

(e) a current list of the number of EMS providers by certification level;

(f) a list or statement regarding any legal actions brought against SEMS and their status, disposition and resolution; and

(g) the name of any Board member (or immediate family member thereof) who was awarded contracts to supply goods or services to SEMS.

8.5 Records Maintenance and Inspection.

(a) SEMS shall maintain, or cause to be maintained during the term of this Agreement, complete and accurate records, books, files and or other documents relative to the services and charges set forth herein. Furthermore, SEMS will provide access to, and permit the City and/or its duly authorized representative(s) to examine, review and audit all records, books, files and/or other documents relative to this Agreement or the operation of SEMS and to furnish copies thereof to the City when requested by the City. Excluded are documents that are patient confidential or SEMS personnel confidential unless authorized by the respective patient or employee. The cost of the first 500 copies per contract year shall be borne by SEMS. The cost of any additional copies above 500 shall be borne by the City. The City shall give SEMS 48 hours notice of such an inspection so that SEMS may provide the appropriate personnel and documents for the inspection.

(b) The City shall have the right to inspect the records of SEMS pertaining to the delivery of the services hereunder at any time during regular business hours on weekdays (9:00 a.m. - 5:00 p.m.) at the location specified in Section 10.3 below or at such other location as designated by the parties.

8.6 Review of Financial Condition. The parties hereto agree that there shall be an option for quarterly meetings between the Mayor of the City of Stamford, Director of Public Safety, Health & Welfare, Director of Administration, Chairperson of the Board of Finance and the President of the Board of Representatives (or their respective designees), for the purpose of reviewing SEMS’ financial condition, at the SEMS headquarters.

9. Term, Renewal and Termination.

9.1 Term. This Agreement shall be in effect from July 1, 2003 through June 30, 2007, unless sooner terminated in accordance with Sections 9.3 and/or 10.9(b) hereof.

9.2 Renewal. Provided that this Agreement is not terminated pursuant to Section 9.1 above or Section 9.3 below, it shall be automatically renewed for additional one-year periods unless notice is given by one party to another of their election not to renew in accordance with Section 10.5 below at least ninety (90) days prior to the June 30th expiration date of this Agreement. Such renewals shall be subject to the Charter and Code of Ordinances of the City of Stamford.

9.3 Termination.

(a) Failure to cure after notice. In the event that either party hereto finds that the other party is in breach of its Major Obligations hereunder, it shall within ten (10) days notify the other party in writing. The notice shall be sent to the addresses listed in Section 10.3 below, and shall set forth in detail the deficiency or breach being cited and specifying what action should be taken to cure such breach or deficiency. Thereafter, the breaching party shall have a period of thirty (30) days during which to cure such deficiency.

(b) Bankruptcy or dissolution. This Agreement shall be automatically terminated upon the dissolution of SEMS or in the event that SEMS is adjudged bankrupt or insolvent by a court of competent jurisdiction.

(c) Loss or Suspension of certificate. The City may terminate this Agreement upon SEMS' loss or suspension of its operating certificate. Said termination may not occur until after a hearing and upon a final judgment by the agency revoking or suspending said certificate, in accordance with relevant statutes and regulations.

(d) Failure to maintain necessary insurance. In the event that SEMS fails to maintain the insurance required by Section 5.5 hereof, the City, subject to the aforementioned notice provisions, shall have the right to terminate this Agreement, upon written notice of such failure.

(e) Change of corporate status. If SEMS ceases to exist as a not-for-profit non stock corporation, the City shall have the option to terminate this Agreement.

(f) Transfer of PSAR. In the event that this Agreement is terminated, or about to be terminated, for any reason, SEMS shall transfer the PSAR assignment to an emergency medical services provider of the City’s choice.

10. Miscellaneous.

10.1 Non-Discrimination.

(a) Refusal to respond or treat.

SEMS agrees that it shall not refuse to respond to or treat any patient to whom it is dispatched, regardless of sex, race, creed, color, religion, national origin, ancestry, HIV status, sexual orientation, ability to pay for the Services, or belief that no emergency exists.

(b) Equal employment opportunity.

(i) SEMS shall not discriminate against any employee or applicant for employment for any reason including sex, sexual orientation, race, creed, color, religion, national origin or ancestry. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, transfer, recruitment, advertising, layoff, termination, rate of pay or other compensation, or selection for training or advancement, including apprenticeship.

(ii) SEMS agrees to include an equal opportunity clause in all its advertisement or other written applications for employees. Furthermore, SEMS agrees to abide by such clause.

(iii) SEMS shall post a notice of its acceptance of the provisions of this Section 10.1 at its central office in a clear and visible manner, in such form as shall be acceptable to the City.

(iv) SEMS shall fully cooperate with the City and its agencies to ensure that all the provisions of this Section 10.1 are carried out.

10.2 Assignment. SEMS shall not assign, transfer or subcontract the emergency medical services provided for in this Agreement.

10.3 Loan of Communication Equipment. The loan Agreement between SEMS and the City of Stamford, dated July 1, 1998, concerning the City’s loan to SEMS of certain communication equipment (attached hereto as Schedule “B”), and its attachments are hereby incorporated into this Agreement. The term of loan Agreement shall be coterminous with this Agreement.

10.4 Notice. All notices shall be in writing and sent either certified mail or express courier to the addresses specified below or to such other address as the parties shall specify in writing.

If to SEMS:

Stamford Emergency Medical Services

684 Long Ridge Road

Stamford, CT 06902

ATTN: Executive Director

If to the City:

Stamford Government Center

Office of the Mayor

888 Washington Boulevard

P.O. Box 10152

Stamford, CT 06904-2152

ATTN: Mayor

Stamford Government Center

Office of Public Safety, Health & Welfare

888 Washington Boulevard

P.O. Box 10152

Stamford, CT 06904-2152

ATTN: Director of Public Safety, Health & Welfare

with copy to:

Office of Legal Affairs

Stamford Government Center

888 Washington Boulevard

P.O. Box 10152

Stamford, CT 06904-2152

ATTN: Director, Legal Affairs

10.5 Choice of Law. Except as otherwise provided herein, disagreements shall be governed by and construed in accordance with the laws of the State of Connecticut and the parties hereto agree to submit to the Superior Court, Judicial District of Stamford/Norwalk at Stamford.

10.6 Entire Agreement. This Agreement incorporates SEMS “Proposal for the Provision of paramedic Services”. In the event of any ambiguity or conflict between this Agreement and the Contractor's Response To The Request for Proposal for paramedic services for the City of Stamford, then it is agreed that whatever shall be more favorable to the City shall prevail and take precedence.

This Agreement contains the entire Agreement and understanding between the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous discussions and agreements with respect to the matters discussed herein.

10.7 Headings. Headings are included solely for convenience and shall not be considered as determinative with regard to the contents of this Agreement.

10.8 Severability. The terms of this Agreement shall be severable such that if any term or condition shall be held to be unenforceable, unlawful or invalid, such term or condition shall be of no effect and the remainder of this Agreement shall continue to be binding on the parties hereto.

10.9 Contingencies.

(a) Regulatory Service Approval.

This Agreement is contingent upon the parties' ability to maintain and comply with requirements of Section 2.3.

(b) Appropriations. SEMS understands that the City is a municipal corporation and that the City's obligation to make payments under this Agreement is contingent upon appropriations by the appropriate City Boards in accordance with the City Charter. If the City Boards in any fiscal year do not appropriate sufficient funds, the City may terminate this Agreement as of the first day of any month on which sufficient funds are not available. The City agrees to use its best efforts to obtain funds to continue to meet its monetary obligations under this Agreement by taking all appropriate actions to request the necessary funding from the proper City Boards.

10.10 Termination or Non-renewal of Services. It is understood by the parties that the Services rendered hereunder are important life sustaining services and in the event that they are terminated or are not renewed, an orderly transition is necessary in order to insure the safety of the people of the City of Stamford; therefore SEMS agrees that in the event that the Services hereunder are terminated or not renewed, it will not impede said transition and will work with the City to insure it is expedient, smooth and orderly.

IN WITNESS WHEREOF, the parties hereto have hereunto set their signatures and corporate seals this day of , 2003.

In the presence of:

STAMFORD EMERGENCY MEDICAL

SERVICES, INC.

By ____________________ Paula Sutliffe

Its Chairperson

_________________________

CITY OF STAMFORD

By _____________________

Dannel P. Malloy

Its Mayor

STATE OF CONNECTICUT :

ss.: STAMFORD

COUNTY OF FAIRFIELD :

Before me this day of , 2003, personally appeared PAULA SUTLIFFE, Chairperson of STAMFORD EMERGENCY MEDICAL SERVICES, INC., signer and sealer of the foregoing instrument and acknowledged the same to be her free act and deed and the free act and deed of said STAMFORD EMERGENCY MEDICAL SERVICES, INC. and that she is authorized by STAMFORD EMERGENCY MEDICAL SERVICES, INC. to execute this instrument on its behalf.

Notary Public

My Commission Expires on:

STATE OF CONNECTICUT :

ss.: STAMFORD

COUNTY OF FAIRFIELD :

Before me this day of , 2003 , personally appeared Dannel P. Malloy, Mayor of the CITY OF STAMFORD, signer and sealer of the foregoing instrument and acknowledged the same to be his free act and deed and the free act and deed of said CITY OF STAMFORD.

Notary Public

My Commission Expires on:

Approved as to insurance requirements:

____________________

D. Whitting

Risk Manager

Date:________

Approved as to Form:

____________________

B. Rosenberg

Asst. Corp. Counsel

Date:________