Documents › Board Of Trustees, 2026-05-20

resolution 7 pages

Also attached to this agenda item: Resolution 102-2026 Flycar Agreement

FLYCAR AGREEMENT This Agreement dated _, 2026 by and among the Village of Croton-on- Hudson, a Municipal Corporation, with offices at the Municipal Building, 1 Van Wyck Street, Croton-on-Hudson, New York, 10520, the Village of Briarcliff Manor, a Municipal Corporation, with offices at the Municipal Building at 1111 Pleasantville Road, Briarcliff Manor, New York, 10510, the Ossining Volunteer Ambulance Corps., Inc. (OVAC), a not-for-profit corporation with offices at 8 Clinton Avenue, Ossining, New York, 10562. WHEREAS: Currently, the Villages of Briarcliff Manor and Croton-on-Hudson provide basic life support (BLS) ambulance service, but do not offer advanced life support (ALS); and WHEREAS: The Villages of Briarcliff Manor and Croton-on-Hudson are desirous of providing ALS service in accordance with the existing emergency medical service systems within their respective Villages utilizing the Briarcliff Manor Fire Department (BMFD) and the Croton-on-Hudson Emergency Medical Services (Croton EMS), respectively; and WHEREAS: Emergency Medical Services (EMS) representatives from Briarcliff Manor, Croton-on-Hudson, and OVAC, have joined together to explore ways in which residents of Briarcliff Manor and Croton on Hudson may receive a higher level of emergency treatment; and WHEREAS: The goals are to: 1. Form a Tri-Community Fly Car system operating as OVAC ALSFR (Advanced Life Support First Response) 2. Be a multi-community service that is designated, implemented, funded, staffed, and managed by the participating multi-community Tri-Community Fly Car Committee (the "Committee"). The Committee will be comprised of two members from the Village of Briarcliff Manor, two members from the Village of Croton-on-Hudson and two members from OVAC. 3. Be integrated with Basic Life Support (BLS) volunteer ambulance services to provide ALS emergency treatment to patients that require it. 4. Provide a cost-efflcient means of furnishing ALS to the participating communities; and WHEREAS: The Westchester County Department of Emergency Services (60 Control) shall facilitate the dispatching of the Tri-Community Fly Car. WHEREAS: OVAC, with endorsement from the Villages of Briarcliff Manor and Croton-on- Hudson, has acquired a Certificate of Need (CON) to operate an ALS first response vehicle in the BMFD and Croton EMS response areas for the purpose of supplying ALS. Said CON is for the sole purpose of delivering ALS as necessary and to augment and operate in conjunction with the BLS services presently being delivered by BMFD and Croton EMS. WHEREAS: OVAC has no interest, liability, or control over the BMFD and Croton EMS ambulance operations or primary operating territory covered by those agencies. OVAC reserves the right of control over that which affects its certifications, insurance, as well as New York State Law, as it relates to ALS and Fly Car operations, including day-to-day operations dictated under Article 30 and Part 800, New York State Department of Health Laws. NOW, THEREFORE, BE IT AGREED AS FOLLOWS: 1. OVACwill: A. Be the sponsoring agency under which the Tri-Community Fly Car will operate. B. Operate the Fly Car as part of its fleet and ensure that all applicable requirements including, but not limited to, certifications, licenses, permits, and insurance are properly maintained. C. OVAC Line Officers will have control and responsibility of Fly Car staffing and scheduling. 2. The parties agree that Phelps Hospital, Northwell Health will provide oversight and medical direction in accordance with NYS Bureau ofEMS Public Health Law Article 30. 3. Under the Westchester Regional EMS Office Policies and the State of New York Bureau ofEMS Public Health Law Article 30, the Fly Car shall be staffed by an EMT-Paramedic 24 hours a day, 7 days a week. 4. The Tri-Community Fly Car and/or OVAC shall at all times during the term of this Agreement be subject to calls within the BMFD and Croton EMS response areas to deliver ALS services. In the event the Fly Car is on a call or otherwise unavailable, OVAC will respond for ALS calls and mutual aid calls when available. 5. The Villages of Briarcliff Manor and Croton-on-Hudson shall have the right to inspect all pertinent books, records, maps, plans, and financial statements pertaining to the Tri-Community Fly Car programs upon reasonable notice and during mutually agreeable hours. Attested summaries of the foregoing shall be delivered to the Villages Managers' offices, together with annual financial reports, upon request. 6. The annual expense for Briarcliff Manor and Croton-on-Hudson shall be $203,460.91 per Village for the fiscal year beginning June 1, 2026 and ending May 31, 2027. Beginning with each Renewal Term, this annual amount shall increase by five percent (5%) over the immediately preceding contract year unless otherwise amended with the approval of both Villages. In the event that one Village terminates this Agreement pursuant to paragraphs 7(B) or 7(C) herein, or chooses not to renew the Agreement, the remaining Village shall remain responsible only for its share of the applicable annual fiscal year expense, as amended with the approval of the remaining Village. 7. Term; Termination A. The term of this Agreement shall commence at 12:00 a.m. (midnight) on June 1, 2026 and shall terminate at 12:00 a.m. (midnight) on May 31, 2027 (the "Initial Term"), unless terminated earlier or extended pursuant to the terms and conditions of this Agreement. B. Either Village may terminate this Agreement upon sixty (60) written days' notice to OVAC, ifOVAC has breached a material provision of the Agreement and failed to cure the same within thirty (30) days of written notice thereof. C. Either Village may also terminate this Agreement immediately ifOVAC: (i) ceases business, becomes insolvent, commences to wind-up, or becomes subject to any insolvency, bankruptcy, or similar proceedings; (ii) makes an assignment for the benefit of creditors; (iii) files a petition under any bankruptcy, insolvency, or similar law providing for the relief of debtors, or (iv) (a) has any such petition filed against it, and, (b) OVAC fails to have such petition stayed or lifted within thirty (30) days from the date on which the petition is entered. D. In the event a Village terminates this Agreement pursuant to paragraphs 7(B) or 7(C) herein, the Tri-Community Fly Car will no longer be responsible for ALS services in said Village, and the Tri-Community Fly Car will continue to provide service to the remaining Village during the term, and the Committee will be comprised of two members from the remaining Village and two members from OVAC. E. At the end of the Initial Term, this Agreement shall automatically renew for successive one (1) year terms (each, a "Renewal Term"), beginning at 12:00 a.m. (midnight) on June 1 and ending at 12:00 a.m. (midnight) on May 31 of the following year, with the annual expense increasing by five percent (5%) over the immediately preceding contract year, except when one or more of the following occurs within ninety (90) days before the end of the then-current term: a. OVAC notifies in writing the Village of Croton-on-Hudson and the Village of Briarcliff Manor that it wishes not to renew the Agreement; or b. Both the Village of Croton-on-Hudson and the Village of Briarcliff Manor notify OVAC that they wish not to renew the Agreement; or c. The Village of Croton-on-Hudson notifies OVAC and the Village of Briarcliff]V[anor that the Village of Croton-on-Hudson wishes not to renew the Agreement, in which case the Tri-Community Fly Car will no longer be responsible for ALS services in the Village of Croton-on- Hudson and the Tri-Community Fly Car will continue to provide service in the Village of Briarcliff Manor during the next Renewal Term; or d. The Village of Briarcliff Manor notifies OVAC and the Village of Croton- on-Hudson that the Village of Briarcliff Manor wishes not to renew the Agreement, in which case the Tri-Community Fly Car will no longer be responsible for ALS services in the Village of Briarcliff Manor and the Tri-Community Fly Car will continue to provide semce in the Village of Croton-on-Hudson during the next Renewal Term. F. Termination by either Village shall in no way affect that Village's right to rely on any applicable bond. 8. Insurance A. OVAC shall provide proof of insurance coverage as follows. All insurance obtained pursuant to the terms herein shall be obtained from insurance companies licensed in the State of New York (i.e., possess an "Admitted" status), carrying a Best's financial rating ofA-, FSC X, or better. Insurance coverage submitted from an insurance company having a lesser rating shall only be permitted if approval is granted by the Villages' Attorneys. B. Prior to providing the services contemplated herein, OVAC shall provide proof of the following coverage: 1. Commercial General Liability (CGL) coverage with limits of insurance of not less than $1,000,000 (One Million Dollars) each occurrence, $10,000,000 (Ten Million Dollars) Annual Aggregate and including a waiver of subrogation. 2. Automobile Liability: A. Business Automobile Liability coverage with limits of at least $1,000,000 (One Million Dollars) each accident. B. Business Automobile coverage must include coverage for liability arising out of all owned, leased, hired and non-owned automobiles. C. Business Automobile coverage must include a waiver of subrogation. 3. Workers' Compensation and Employers' Liability, and New York State Disability: A. Statutory N.Y.S. Workers' Compensation, Employers' Liability, and New York State Disability Benefits Insurance are required for all employees. B. ACORD forms are not acceptable proof of Worker's Compensation coverage. C-105.2 Certificate ofN.Y.S. Worker's Compensation Insurance must be provided. DB 120.1 Certificate forN.Y.S. Disability Benefits Insurance must be provided. 4. Professional Liability insurance coverage with limits of $ 1,000,000 (One Million Dollars) for each occurrence, $10,000,000 (Ten Million Dollars) Annual Aggregate. The Professional Liability insurance shall cover the professional services rendered to the Villages of Briarcliff Manor and Croton-on-Hudson by OVAC. 5. Umbrella Insurance Coverage with limits of $5,000,000 (Five Million Dollars) for each occurrence, $10,000,000 (Ten Million Dollars) Aggregate. Policy must state that it covers over the General Liability, Automobile, Professional Liability, and Employers' Liability Insurance. C. Certificates shall provide that sixty (60) days written notice, by registered mail with return receipt requested, prior to cancellation being given to the Villages. Policies that will lapse and/or expire during the term shall be re- certified with such recertifications received by each Village no less than thirty (30) days prior to renewal. D. All relevant insurance policies shall provide coverage for the defense and indemnification provisions contained herein. E. Original copies of insurance policies affording coverage, for which certificate of insurance are to be furnished to the Villages, must be submitted to the Villages for examination along with certificates. Failure of the Villages to object to the contents of any certificate or absence of same shall not be deemed a waiver of any or all rights held by the Villages. F. OVAC acknowledges that failure to obtain such insurance constitutes a material breach of contract and subjects it to liability for damages, indemnification, and any and all other legal remedies available to the Villages. 9. Indemnification and Defense A. OVAC shall indemnify, defend, and hold harmless the Villages and their respective officers, directors, employees, volunteers, agents, and representatives, from and against any and all costs, losses, liability, claims, and expenses (including reasonable legal fees) incurred in connection with, or arising from, any claim, legal action, or proceeding arising out of the terms of or the services to be performed under the Agreement against the Villages, and/or any such persons so indemnified, by any third party in relation to (i) a breach of any of the representations and warranties made by OVAC, its employees, and/or subcontractors; (ii) a breach of the Agreement by OVAC, its employees, and/or subcontractors; or (iii) the negligence or willful misconduct of OVAC, its employees and/or subcontractors, provided, in each case, that OVAC is notified promptly, in writing, of any such suit, action, or threat thereof and is given full and complete authority, information, and assistance by the Villages for the defense and settlement of the same. This indemnification, defense, and hold harmless shall apply to any willful acts or omissions of OVAC, a subcontractor, anyone directly or indirectly employed by them, or anyone for whose acts they may be liable. 10. Independent Contractor A. OVAC is an independent contractor and may neither hold itself out nor claim to be an officer, employee, or subdivision of the Village of Briarcliff Manor Fire Department or the Village of Croton-on-Hudson EMS, nor make any claim, demand, or application to, or for, any right based upon any different status. 11. Payment. A. Payments shall be divided into two equal payments. First payment is due on July 1 of each year, and second payment is due on October 1 of each year. 12. Assignment A. OVAC shall not assign, transfer, convey, sublet, or otherwise dispose of this Agreement, or of its right, title, or interest herein, or its power to execute this Agreement, to any other person or corporation without the previous consent in writing of the Villages. ES[ WITNESS WHEREOF, the parties hereto have caused this instrument to be duly signed and executed as of the day and year first above written. Village of Briarcliff Manor Ossining Volunteer Ambulance Corps., Inc. ^ } -/" I. ,//' ^ r>"^ ^''> By^I_J______ By:_ Village of Croton-on-Hudson By:_