HomeMy WebLinkAboutFirst Modification Of Management Services
Augusta Richmond GA
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FIRST MODTFTCA TTON OF AMENDED AND REST A TED
MANAGEMENT SERVICES AGREEMENT
This First Modification Of Amended And Restated }'lanagement Services Agreement is
made and entered into_this 3re\ day of December, 2001, by and between,' Augusta, Georgia, a
political subdivision of the State of Georgia, ("City") and E.M.S. Ventures, Inc., ~ Georgia
corporation d/b/a Rural/Metro Ambulance ("Rural/Metro").
RECITALS:
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WHEREAS, City and University Health Services, Inc. d/b/a University Hospital, a
Georgia non-profit corporation ("University"), with the consent Rural/Metro, entered into an
. Assignment And Assumption Agreement dated June 1:0, 2001, whereby University assigned and
City accepted assignment of all of University's right, title, interest, and all duties under the
Amended and Restated Management Services Agreement ("MSA") between University and
Rural/Metro dated May 3, 2001 pursuant to Paragraph 5.1(b) of the MSA, including but not
limited to University's obligations to pay the Management Services Fee pursuant to Article II of
the MSA and University's right to appoint members of the Advisory Quality Assurance
Oversight Committee referenced in Paragraph 1.I(b) of the MSA; and
WHEREAS, City and Rural/Metro desire to amend the MSA as set forth herein;
NOW THEREFORE, in consideration of the mutual promises, covenants, and
agreements contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, City and Rural/Metro agree as follows:
A. Section 1.3 ofthe MSA is amended to read as follows:
1.3 Facilities and Equipment. City will provide quarters for RuraVMetro's ambulance
crews at nominal cost at those Fire Stations as mutually agreed upon. Rural/Metro's
crews shall follow all City policies and rules concerning the use of such facilities.
B. Section 2.2 of the MSA is deleted:'
C. Section 3.1 of the MSA is amended to read as follows:
3.1 Term and Effective Date. This Agreement will be effective on the Effective Date
through and including December 31, 2002.
D. Section 3.2 of the MSA is deleted:
E. Section 4.1 of the MSA is amended to read as follows:
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4.1 Insurance by Rural/Metro. Contractor shall furnish City proof of coverage for the
insurance requirements stipulated below, provided that Contractor may meet all or part of
such requirements through self-insurance, to the extent permitted by law, upon proof of
the same to City. All policies shall be written on an occurrence basis so no "tail"
coverage is needed. No vehicle shall be operated by Contractor unless there is coverage
in effect as provided for by the following:
a. General liability in an amount not less than one million dollars
($1,000,000) per occurrence limit, two million ($2,000,000) for the
General Aggregate Limit (other than Products/Completed Operations), and
one million ($1,000,000) limit for products/completed operations per
occurrence/aggregate.
b. Vehicle liability insurance with a combined limit of liability, per accident,
of one million ($1,000,000) with statutory benefits for Personal Injury
Protection, and one million ($1,000,000) coverage for Non-Owned and
Hired liability, on all covered vehicles.
c. Professional liability insurance in an amount of not less than one million
($1,000,000) for the per occurrence limit and two million ($2,000,000) for
the general aggregate limit.
d. Excess liability limits of twenty million ($20,000,000) general aggregate
over the underlying limits outlined above.
e. Workers' compensation and employer's liability insurance as required by
and in conformance with the laws of the state of Georgia.
F. The following sections are added to the MSA:
7.17 Monthly Reports. Within fifteen (15) business days after the close of each month,
Rural/Metro shall provide the 9-1-1 Director with written monthly reports containing the
following information: (i) Unit Utilization and Transports; (ii) Call Volume by Priority;
(iii) Transport Volume by Priority; . and (iv) a response time performance report
including every request for ambulance service originating within each zone classification
(urban, suburban, and rural), within City. Within thirty (30) days after the close of each
month, Rura1!Metro shall provide the 9-1-1 Director with a written monthly report
containing the following information: Cardiac Arrest Statistics; Procedural Statistics;
Continuing Education offered; Number of Patient Care Investigations/Inquiry Category.
7.18 Financial Statements. Within twenty business days of a request, Rural/Metro
shall provide the City Administrator with a financial report of its EMS operation (the
services provided under this Agreement) on a form approved by City Administrator
showing net revenue, expenses, and collection percentage.
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7.19 System Status Management Plan. City recognizes that to enhance performance,
continual SSM Plan adjustments will be made at RuralJMetro's sole discretion.
However, Rural/Metro shall inform the 9-1-1 Director of any changes, including any
changes in post locations, and coverage levels, immediately upon implementation of the
changes.
7.20 Incident Reports. All incidents or complaints concerning Ruralftv1etro arising out
of this Agreement shall be submitted to the 9-1-1 Director or City's Medical Program
Director and Rural/Metro shall provide City any additional information concerning such
incident or complaint as reasonably requested by the 9-1-1 Director or the Medical
Program Director. City shall have the right to inspect and/or copy all Patient Care
Reports and ali Trip Reports subject to applicable law regarding disclosure.
7.21 Miscellaneous. Rural/Metro shall assist City in preparing miscellaneous reports
required or requested by the Medical Program Director, or any state or federal agency.
G. RurallMetro's notice of its intent not to renew the MSA, given by letter to the County
Attorney dated October 29, 2001, is hereby rescinded.
Agreed to by:
^ J By: Bob Young
Uf' Title: Mayor
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By: .~. DOl~ler ~V 4J. #t),(?A~/C/
Title: .Glefk /A!!A Cif~
E.M.S. Ventures, Inc. d/b/a Rural/Metro Ambulance
BY:~
. Title: Secretary and Senior Vice-President
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EMERGENCY MEDICAL DISPATCH SERVICES AGREEMENT
THIS AGREEMENT is made and entered into on this 3f"ct day of December, 2001, by and
between EMS VENTURES, INC. d/b/a RURAL/METRO AMBULANCE ("RurallMetro")
and AUGUST A, GEORGIA ("City"), effective on January 1,2002, (the "Effective Date").
RECITALS:
A. City currently operates a Public Safety Answering Point (PSAP) for Richmond County.
B. RuraI/Metro .operates an emergency medical dispatch center (the "RuraL/Metro
CommunicatIons Center") and wishes to cooperate with City by performing centralized
ambulance/medical dispatching services.
C. City desires that RuraI/Metro operate as a PSAP to facilitate the transfer of Automatic
Number Index and Automatic Location Index (ANI/ALl) information.
NOW THEREFORE, in consideration of the foregoing recitals and the mutual covenants and
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promises hereinafter set forth, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
ARTICLE I
RESPONSIBILITIES OF AUGUSTA, GEORGIA
1.1 City shall transfer to the Rura1&1etro Communications Center all calls seeking
Emergency Medical Services ("EMS") that it receives at is emergency dispatch center
(currently located at 911 4th Street, Augusta, Georgia);, provided, however, that should
City implement a "first responder" system, the City may, in its sole discretion, transfer
calls seeking EMS services to its "first responder" system.
1.2 To the extent allowed by law, the City hereby covenants and agrees that it shall be solely
responsible for any and all claims, losses, costs or expenses that occur as a result of its
negligent acts or omissions in the performance of its responsibilities under th.is
Agreement, and shall hold harmless Rural/Metro as to any such negligent acts or
omissions. Nothing contained herein, however, shall be construed as a waiver of
sovereign immunity or other immunity that the City may have incident to the operation of
E-911.
1.3 City shall pay Rural/Metro a fee for 911 Emergency Medical Dispatch Services in the
amount of $36,000 per month. However, should City elect to assume responsibility for
dispatch of ambulances as provided in Section 4.1, the fee shall be reduced to $10,000
per calendar month (prorated) tor the remaining term of this Agreement. Should City
further elect to assume responsibility of all expenses of maintaining the radio
communications systems necessary for the dispatch ofRuraVMetro's ambulances on 911
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calls requesting emergency medical services, City's obligations to make payments to
RuraIlMetro under this Agreement shall cease on the effective date of such election.
ARTICLE II
RESPONSIBILITIES OF RURALIMETRO
2.1 Rural/Metro shall accept all calls for emergency medical services' that are transferred
from City and respond appropriately in accordance with established protocols.
2.2 Rural/Metro, if appropriate, shall forward EMS calls to the appropriate EMS authority of
the jurisdiction from which the call originated. EMS authorities beyond the boundaries
of Augusta, Georgia will be responsible for dispatch services and/or dispatches
transpiring subsequent to the appropriate transfer of EMS calls from the RurallMetro
Communications Center.
2.3 RurallMetro will pay all costs associated with additional telephonic requirements to
accommodate the needs of the PSAP designation for the RurallMetro Communications
Center.
2.4 RurallMetro shall indemnif.j and hold harmless City and its agencies, officers, elected
officials, employees and agents from and against any and all claims, losses, costs or
expenses, including reasonable attorneys fees, arising out of bodily injury (including
death) or property damages that occur as a result of its negligent acts or omissions in the
performance of its responsibilities hereunder.
2.5 RuraI/Metro will maintain liability insurance for the acts and omissions of its employees,
agents and officers with a limit of at least $2,000,000 and furnish evidence of such
insurance, including any renewal, to the City.
2.6 Rural/11etro agrees to honor any valid requests for information as required by the
Georgia Open Records Act pertaining to the delivery of 911 services for calls originating
through the 911 system.
2.7 Dispatch and response protocols will be determined by RuraVlvfetro Communications
Center in accordance with applicable Federal and State statutes and regulations.
ARTICLE III
TERM AND TERMINATION
3.1 Term and Termination. TIllS Agreement shall commence upon the Effective Date sho\\'O
above and shall continue for a period ending on December 31, 2002; provided that if City
ejects to dispatch RuralIMetro's ambulances under Section 4.1 below, and to provide and
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assume all expenses and operation. of the dispatch infrastructure as provided in Section
4.2 below, this Agreement shall terminate on the effective date of such election.
ARTICLE IV
DISPATCH BY CITY
4.1 Assumption of Dispatch by City. Upon one calendar month's advance written notice,
City may assume Rural/Metro's obligations for dispatching ambulances under this
Agreement. Upon the effective date of such notice, the fee paid to RurallMetro shall be
reduced as provided in Section 1.3 on a prorated basis. The reduced fee shall compensate
RuraJ/Metro in full for the expenses associated with the dispatch of RurallMetro's
ambulances by City, including specifically the expenses of maintaining radio system
communication equipment and infhstructure and of maintaining phone lines between
towers.
4.2 Provision of Dispatch Equipment and Infrastructure. If City elects to assume
responsibility for dispatch of Rural/Metro's ambulances as provided in Section 4.1 above,
City may, at the same time or 'upon one calendar month's advance written notice, further
elect to assume responsibility for providing and maintaining all radio system
communication equipment and infrastructure necessary for dispatching Rural/Metro's
ambulances (including providing radios and maintaining phone lines between towers) in
response to 911 calls requesting emergency medical services. However, City shall not be
responsible for expenses related to maintenance ofRural/Metro's CAD system. Upon the
effective date of such notice, the City's obligation to pay fees to Rural/Metro under this
Agreement shall end as provided in Section 1.3,
ARTICLE V
OTHER PROVISIONS
5.1 Equipment Costs. Subject to Sections 4,1 and 4.2 above, all equipment costs (to include
maintenance, repair and replacement parts) and montWy recurring charges and training of
Rural/Metro personnel incurred as a result of the establishment and operation of the
PSAP by Rural/Metro shall he the sole responsibility of Rural/Metro.
5.2 911 Fees. City shall retain sole authority to impose and collect a monthly 911 charge
upon each exchange access facility subscribed to by telephone subscribers in Richmond
County. The City shall further retain the sole authority for expenditures from said fund in
accordance with O.C.G.A. S 46-5-134(e). Without limiting the generality of the
foregoing, it is expressly understood and agreed that the City has the sole authority and
discretion to reaffirm the necessity of the E-911 charge and to establish the amount of the
monthly E-911 charges tor telephone subscribers in Richmond County.
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5.3 Coordination. The City and RuraL/Metro shall develop a standard operating procedure
for the continued safe operation and coordination of the E-911 System in Richmond
County, including the necessary coordination and communication between the two PSAP
locations.
5.4 Primarv PSAP Failure. The parties expressly agree that in the event there is some
damage to or failure of the primary PSAP located at 911 4th Street in Augusta, Georgia,
Rural/Metro shall provide immediate access to the City to allow the City to use the PSAP
communication system of Rural/Metro until the primary PSAP is repaired or otherwise
placed back in service.
5.5 Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto, their respective successors,. assigns or other legal representatives.
5.6 Independent Contractor. Rural/Metro, its employees, agents and representatives shall be
independent contractors and shall in no way be deemed as a result of this Agreement to
be the employees of the City. The employees of RurallMetro are not entitled to any of
the benefits that City provides for its employees.
5.7 Govern,ing Law. This Agreement shall be subject to and governed according to the laws
of the State of Georgia irrespective of the fact that either party is or may become a
resident of another state.
5.8 Notices. Any notice required or permitted to be given pursuant to any provisions of this
Agreement shall be given in writing, and either delivered in person, by electronic
transmission, deposited in the United States mail, postage pre-paid, registered or
certified mail, return receipt requested, properly addressed, or by a nationally recognized
overnight courier service, to the following addresses:
Rural/Metro Corporation
8401 East Indian School Road
Scottsdale, Arizona 85251
ATTN: General Counsel
Augusta, Georgia
c/o Administrator
801 Mwlicipal I3uilding
530 Greene Street
Augusta, Georgia 30901
Additional copy to:
Director, 911 Center
911 4th Street
Augusta, Georgia 30911
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The notification addresses listed above can be changed by either patty with proper notice as
listed above.
5.9 Entire Agreement. This Agreement constitutes the entire agreement and understanding
between the parties with respect to the subject matter hereof and supersedes any
previous agreement or understanding, whether oral or otherv.rise. No modification of
this Agreement shall be valid unless in writing and signed by each of the parties hereto.
5.10 Assignment. No right or obligation hereunder may in any way whatsoever be assigned
or delegated to a third party without the express prior written consent of the other party
hereto, atld atlY attempted assignment without such consent shall be considered null and
void.
5.11 Legal Fees. In the event either party brings any action for any relief, declaratory or
otherwise, arising out of this Agreement, or on account of any breach of default hereof,
each party shall pay and be responsible for its own attorney's fees, costs and expenses
related to such action. Venue for any such action shall be in the Superior Court of
Richmond County, Georgia.
5.12 Severability. If any portion or portions of this Agreement shall be for any reason invalid
or unenforceable, the remaining portiones) shall be valid and enforceable and carried into
effect unless to do so would clearly violate the present legal and valid intention of the
parties hereto.
5.13 Counterparts. This Agreement may he executed in several counterparts, each of which
shall be an original, but all of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
their authorized representatives on the day and year first above written.
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^",,) By: Bob Youn
O/V Title: Mayor
D;'t~~~~/I~I<<I
Title: Clerk ,tJl!A ~IO
[SIGNATURES CONTINUED ON NEXT PAGE]
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E.M.S. Ventures, Inc. d/b/a Rural/Metro Ambulance
BY~anas
Tit e: Secretary and Semor VIce-PresIdent
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