HomeMy WebLinkAbout E M S Ventures, Inc.
Augusta Richmond GA
DOCUMENT NAME: E h'l S. V e..(,-tU\ e3 , l-I\C.
,
DOCUMENT TYPE: C.O (l-tro...d
YEAR: 02-
BOX NUMBER: \ l
FILE NUMBER: l Co J-l8;o
NUMBER OF PAGES: OjD
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AUGUSTA-RICHMOND COUNTY COMMISSION
BOB YOUNG
Mayor
STAFF AtTORNEYS
MICHAEL R. DAVIS
VANESSA FLOURNOY
SPARTlCUS HEYWARD
LEE BEARD
TOMMY BOYLES
ULMER BRIDGES
ANDY CHEEK
BOOBY G. HANKERSON
WILLIAM B. KUHLKE, JIl.
\\'1\'1. H\\'ILLlE" H. i\1A YS, III
Sn;PIIEN E. SHEPAIlD
i\IAllION WILLIAMS
JAMES B. WALL
CITY ATTORNEY
AUGUSTA LAW DEPARTMENT
RICHAlm L. COLCLOUGH
Mayor Pro Tcm
GEORGE R. KOLB
Administrator
December 17,2002
Hand Delivered
Plcasc Reply to:
P.O. Box 2125
Augusta, GA 30903
(706) 821-2488
Fax (706) 722-5984
.i wall@co.richmond.ga.us
Ms. Lena Bonner
Clerk, Commission
8th Floor, City-County Bldg.
Augusta, GA 3091]
RE: Rural Metro
Our File No. AR-75-003
Dear Lena:
] enclose herewith an original of the fully executed Contract between Augusta and
E.M.S. Ventures, Inc., d/b/a Rural/Metro Ambulance, together with the original of the
Performance Bond. Please note that included in the original of this Contract is the original
executed Contingent Lease Agreement.
By carbon copy of this letter, I am forwarding to Rural/Metro their fully executed
copy of the Contract and a copy of the Contingent Lease Agreement, as Exhibit G.
With best personal regards, 1 am
JBW/sjp
Enclosures
cc: Mr. Kristofer R. Schleicher
Mr. Phil Wasson
:Rural/MetroO
.Ambulance
50 Ye8l's ot Serving Others
December 18, 2003
VIA HAND DELIVERY
City of Augusta, Georgia
Re: AcknowledgementofPe~ormance Bond and Delivery
To Whom it May Concern
E.M.S. Ventures, Inc., d/b/a Rural/Metro Ambulance ("Rural/Metro") hereby delivers and
City of Augusta, Georgia ("Customer") accepts the attached Performance Bond in the amount of
$1,500,000.00 for the period January 1,2004 through December 31, 2004; as required by andin
compliance with that certain Agreement for emergency medical services, effective July 1,2002
("Contract").
Sincerely,
E.M.S. Ventures, Inc,
John S. Banas, ill
Secretary
By:
Name:
Title:
Date:
P.O. Box 15486 Augusta, Georgia 30919
Phone (706) 821-4500 Fax (706) 821-4625
ACKNOWLEDGMENT OF SURETY
STATE OF GEORGIA
COUNTY OF COBB
On this 15th day of December, 2003, before me personally appeared Joseph D. Scollo, Jr.
known to me to be (or proven to me on the basis of satisfactory evidence) the Attorney-in-Fact
of AMERICAN SAFETY CASUALTY INSURANCE COMPANY and acknowledged to me
that he executed the within instrument.
In witness whereof, I hereto set my hand and official seal to this certificate on the day and year
first written above.
~ ilM/1I1 /MVihJ&rJ
a, FUhon County, GA
My Commission Expires September 10, 2007
Commission Expiration Date
....... ~.............."...~................
~.
NUMBER
ASB- 0 0 9 3 53
POWER OF ATTORNEY
AMERICAN SAFETY INSURANCE
KNOW ALL MEN BY THESE PRESENTS. that American Safety Casualty Insurance Company has made. constituted and appointed, and by these presents does make,
constitute and appoints
STEPHEN R. CRIM, JOSEPH D. SCOLLO, JR.
OF ATLANTA, GEORGIA
itS true and lawful attprney-in-fact, for it and its name. place. and stead to exccute on behalf of the said Company, as surety, bonds, undertaking and contracts of suretyship
to be given to .
ALL OBLIGEES
provided that no bond or undertaking or contract of suretyship executed under this authority shall exceed in amount the sum of
***TEN MILLION DOLLARS***($lO,OOO,OOO) DOLLARS***
This Power of Attorney is granted and is signed and sealed by facsimile under and by the authority of the following Resolution adopted by the Board of Directors of the Company
on the Eighth day of Septcmber, 2003.
RESOLVED, that the President in conjunction with the Secrt;.tary or any Assistant Sccretary may appoint attorneys-in-fact or agents with authority as defined or limited in the
instrument evidencing the appointment in each case. for and on behalf of the Company, to executc and deliver and affix the seal of the Company to bonds, undertakings,
recognizances, and suretyship obligations of all kinds; and said officers may remove any such attorney-in-fact or agent and revoke any power of attorney 'previously granted to
such persons.
RESOLVED FURTHER, that any bond, undertaking, recognizance, or suretyship obligation shall be valid and binding upon the Company:
(i) when signed by the President or any Vice-President and attested and sealed (if a seal be required) by any Secretary or Assistant Secretary or (ii) when signed by the President
or any Vice-President or Secretary or Assistant Secretary, and countersigned and sealed (if a seal be required) by a duly authorized attorney-in-fact or agent; or (iii) when duly
executed and sealed (if a seal be required) by onc or more attorney-in-fact or agents pursuant to and within the limits of the authority evidenced by the power of attorney issued
by the Company to such person or persons.
RESOLVED FURTHER, that the signature of any authorized officer and the seal of the Company may be affixed by facsimile to any power of attorney or certification thereof
authorizing the execution and delivery of any bond, undertaking, recognizance, or other suretyship obligations of the Company; and such signature and seal when so used shall
have the same force and affects as though manually affixed.
IN WITNESS WHEREOF, American Safety Casualty Insurance Company has caused its official seal to be hereunto affixed, and these presents to be signed by its President and
attested by its Secretary this Eighth day of September, 2003.
Attest:
~R.~
::( ~ '1. ~'~(r.,~
Fred J. 'Pinckney, Secretary
STATE OF GEORGIA
Stephen R. Crim. President
COUNTY OF COBB }.s
16"-,,,urCV~
Dorothy J. Giglio. Notary Public
I, the undersigned, Secretary of American Safety Casualty Insurance Company, a Delaware corporation. DO HEREBY CERTIFY that the foregoing and attached
Power of Attorney remains in full force and has not been revoked; and furthermore that the Resolution of the Board of Directors, set forth in the said Power 6(Aitorney, is now
in force.
Dated the
15th day of December
2003
Signed and Sealed at the City of Atlanta. in the State of Georgia.
"1 rJl '1. ~.~( r.,~
Fred 1. Pinckney. Secretary
ORIGINALS OFT/lIS I'OIVEN OFATIONNI,"l' ARE PRINt!:.D \lifO/kEf) NUMElOC/\L NUMBERS.
f)UPLlCATES Sl/AL/. lJ,\ liE TIlE SAME FOIICE IINO EFFECT lIS AN ORIGINAL ONLY lVII/oN ISSUEO IN CONJUNCTION WITII THE ORIGINAl.
City of Augusta, GA Performance Bond
Bond No. ASB-009353
KNOW ALL MEN BY THESE PRESENTS, that E.M.S. Ventures, Inc., d/b/a RurallMetro Ambulance, its
successors or assigns, as Principal, and American Safety Casualty Insurance Company, as Surety, are held and
firmly bound unto Augusta, Georgia, a political subdivision of the State of Georgia, referred to as Obligee, in the
maximum total penal amount of One Million Five Hundred. Thousand and no/l00 Dollars ($1,500,000) in the
aggregate, in lawful money of the United States, for the payment of which sum well and truly to be made, we bind
ourselves, successors and assigns, firmly by these presents for actual monetary loss incurred by Obligee.
WHEREAS, Principal has by written contract dated January 1, 2003, entered into that certain "Agreement for
9-1-1 Ambulance Response and Emergency Medical Services" with Obligee (the "Contract"), and the Obligee has
consented to accept this bond as security for the performance of the Contract for the specified term of this bond and
subject to the terms and conditions of this bond.
NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION is such that it shall be null and void unless all
of the following Conditions Precedent are met: (i) there is an early termination of the Contract and/or a takeover
due to "Class A" default, provided that the Emergency Medical Services Authority Board (as defined in the
Contract) has first determined that reasonable grounds to believe a Class A default exist and has given Principal an
opportunity to contest the existence of a Class A default, or to cure such default, or to provide a written plan to cure
such default, and provided that the Principal has first been afforded a hearing before the County Commission
(unless the Commission determines that public health and safety concerns require an immediate takeover, in which
case the Principal may thereafter dispute the existence of grounds for a takeover), or due to the Principal's
ambulance license issued by the State of Georgia being fully and finally adjudicated revoked prior to expiration of
the Contract, and (ii) a sworn statement by the senior official(s) of Obligee attesting to the satisfaction of each of
the foregoing conditions precedent is delivered to Surety (the foregoing collectively referred to as the "Conditions
Precedent"); provided, however, that the event of a takeover or early termination shall not prejudice the Principal's
or Surety's right to raise any contractual, legal or equitable defenses related to the takeover, early termination or
obligations hereunder.
PROVIDED, HOWEVER, that the term of this bond shall be for the period from January 1, 2004, through
January 1, 2005, and any annual extensions of this bond shall be executed via Certificate of Continuation. The
failure of the Surety to extend this bond at any annual bond anniversary shall not in itself be the basis for a claim
against the bond. Any and all claims by the Obligee shall be reimbursed by the Surety on the basis of reasonable,
actual costs incurred of takeover by the Obligee. The Obligee, with the. acceptance of this bond, acknowledges that
the provisions and conditions of this bond are specifically incorporated in the Contract as an amendment thereto
and that the language oftrus bond shall supersede and preempt any Contract language to the contrary. Regardless of
the number of extensions of this bond, the aggregate liability of the Surety is limited to the penal amount and shall
not be cumulative.
No right of action shall accrue on this bond to or for the use of any person, governmental entity or corporation other
than the Obligee. Any suit under this bond must be instituted before the expiration of one (1) year from the first
occurrence date of any event that forms the basis for the material service default underlying the Conditions
Precedent unless such limitation is prohibited by any law controlling the construction hereof, such limitation shall
be deemed to be amended so as to be equal to the minimum period oflimitation permitted by such law.
Signed and sealed on December 15, 2003.
By:
Na
By:
Name:
surance Company
E.M.S. Ventures, Inc. d/b/a Rural/Metro Ambulance
10. Jr. Attorne -in-Fact
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City ~f Augusta, GA Performance Bond
Bond No. ASB-009349
KNOW ALL MEN BY THESE PRESENTS, that E.M.S. Ventures, Inc., d/b/a RurallMetro Ambulance, its
successors or assigns, as Principal, and American Safety Casualty Insurance Company, as Surety, are held and
firmly bound unto Augusta, Georgia, a political subdivision of the State of Georgia, 'referred to as Obligee, in the
maximum total penal amount of One Million Five Hundred Thousand and 001100 Dollars ($1,500,000) in the
aggregate, in lawful money of the United States, for the payment of which sum well arid truly to be made, we bind
ourselves, successors and assigns, firmly by these presents for actual monetary loss incurred by Obligee.
WHEREAS, Principal has by written contract dated January 1, 2003, entered into that certain "Agreement for
9-1-1 Ambulance Response and Emergency Medical Services" with Obligee (the "Contract"), and the Obligee has
consented to accept this bond as security for the performance of the Contract for the specified term of this bond and
subject to the terms and conditions of this bond.
NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION is such that it shall be null and void unless all
of the following Conditions Precedent are met: (i) there is an early termination of the Contract and/or a takeover
due to "Class A" default, provided that the Emergency Medical Services Authority Board (as defined in the
Contract) has first determined that reasonable grounds to believe a Class A default exist and has given Principal an
opportunity to contest the existence of a Class A default, or to cure such default, or to provide a written plan to cure
such default, and provided that the Principal has first been afforded a hearing before the County Commission
(unless the Commission determines that public health and safety concerns require an immediate takeover, in which
case the Principal may thereafter dispute the existence of grounds for a takeover), or due to the Principal's
ambulance license issued by the State of Georgia being fully and finally adjudicated revoked prior to expiration of
the Contract, and (ii) a sworn statement by the senior official(s) of Obligee attesting to the satisfaction of the
foregoing conditions precedent is delivered to Surety (the foregoing collectively referred to as the "Conditions
Precedent"); provided, however, that the event of a takeover or early termination shall not prejudice the Principal's
or Surety's right to raise any contractmil, legal or equitable defenses related to the takeover, early termination or
obligations hereunder. .
PROVIDED, HOWEVER, that the term of this bond shall be for the period from January 1, 2003, through
January 1, 2004, and any annual extensions of this bond shall be executed via Certificate of Continuation. The
failure of the Surety to extend this bond at any annual bond anniversary sh~ll not in itself be the basis for a claim
against the bond. Any and all claims by the Obligee shall be reimbursed by the Surety on the basis of reasonable,
actual costs incurred of takeover by the Obligee. The Obligee, with the acceptance of this bond, acknowledges that
the provisions and conditions of this bond are specifically incorporated in the Contract as an amendment thereto
and that the language of this bond shall supersede and preempt any Contract language to the contrary. Regardless of
the number of extensions of this bond, the aggregate liability of the Surety is limited to the penal amount and shall
not be cumulative. \
No right of action shall accrue on this bond to or for the use of any person, governmental entity or corporation other
than the Obligee. Any suit under this bond must be instituted before the expiration of one (1) year from the first
occurrence date of any event that forms the basis for the default underlying the Conditions Precedent unless such
limitation is prohibited by any law controlling the construction hereof, such limitation shall be deemed to be
amended so as to be equal to the minimum period of limitation permitted by such law.
Signed 'and sealed on October 31, 2002.
American
By:
Name:
I!S
AMERICAN
SAFETY
ASB-
NUMBER
009349
POWER OF ATTORNEY
Casualty Insurance Company
KNOW ALL MEN 'BY THESE PRESENTS, that American Safety Casualty Insurance Company has madc. constituted and appointed, and by these presents does makc,
constitute and appoints
LLOYDA. FOX, STEPHEN R. CRIM, JOSEPH D. SCOLLO, JR.
OF ATLANTA, GEORGIA
its true and lawful attorney-in-fact, for it and its name, place, and stead to execute on behalf of the said Company, as surety, bonds, undertaking and contracts of suretyship
. to be given to
ALL OBLIGEES
provided that no bond or'undertaking or contract of surctyship executed under this authority shall cxcccd in amount the sum of
U*TEN MILLlONu*($JO,OOO,OOO) DOUARS*u
This Power Df Altorney is granted a~d is signed and scaled by facsimile undcr aild by the authority of the following Rcsolution adopted by thc Board of Directors of the Company
on the Twenty"-Ninth day of January, 1999.
RESOLVED, that the President in conjunction with the Secretary or any Assistant Secretary may appoint attorneys-in-frict or agents with authority as defined or limited in the
instrument evidencing the appointment in each case. for and on behalf of the Company. to execute and deliver and affix the seal of the Company to bonds, undenakings,
recognizances, and suretyship obligations of all kinds; and said officers may removc any such attorney-in-fact or agent and revoke any power of attorney previously granted to
such persons.
RESOLVED FURTHER, that any bond, undertaking. recognizance. or suretyship obligation shall be valid and binding upon thc Company:
(i) when signed by the President or any Vice-President and altested and sealed (if a seal be required) by any Secretary or Assistant Secretary or (ii) when signed by the President
or any Vice-President or Secretary or Assistant Secretary, and countersigned and sealcd (if a seal be required) by a duly authorized altorney-in-fact or agent; or (iii) when duly
executed rind sealed (if a seal be required) by one or more attorney-in-fact or agents pursuant to and within the limits of the authority evidenced by the power of attorney issued
by the Company to such person or persons.
RESOLVED FURTHER, that the signature of any authorized officer and the seal of the Company may be affixed by facsimile to any power of attorney or certification thereof
authorizing the execution and delivery of any bond, undertaking, recognizance, or other suretyship obligations of the Company: and such signature and seal when so used shall
have the same force and affects as though manually affixed. .
IN WITNESS WHEREOF. American Safety Casualty Insurance Company has causcd its official seal to be hereunto affixed, and these presents to be signed by its President and
attested by its Secretary this Twenty-Ninth day of January, 1999.
COUNTY OF COBB
} ss
Attest:
"1 ~ '1. 'B~(~~
Fred J. Pinckney. Secretary
STATE OF GEORGIA
~~Uru'.~"
Dorothy J. Giglio: Notary Pub.lic
I, the undersigned, Secretary of American Safely Casualty Insurance Company. a Delaware corporation. DO HEREBY CERTIFY that the foregoing and attached
Power of Attorney remains in full force and has not been revoked; and furthermDre that the Resolution of the Board of Directors. set forth in the said Power of Attorney. is now
in force.'
Signed and Sealed at the City of Atlanta. in the State of Georgia.
Dated the 31st
day of
October
. 2002
1~ 1. 'B~(~~
Fred J. Pinckney. Secretary
ORIGINALS OF THIS POWER OF tl7TONNEY ANE PRINTED WITH NED NUMERICAL NUMBERS.
DUPLICATES SHALL HAVE THE SAME FONCE AND EFFEerAS AN OIUGINAL ONLY WHEN ISSUED IN CONJUNCTION WITH THE ORIGINAL
.... .. .
ACKNOWLEDGMENT OF SURETY
STATE OF ,GEORGIA
COUNTY OF COBB
On this 31st day of October, 2002, before me personally appeared Joseph D. Scollo, Jr.
known to me to be (or proven to me on the basis of satisfactory evidence) the Attorney in
Fact of AMERICAN SAFETY CASUALTY INSURANCE COMPANY and
acknowledged to me that he executed the within instrument.
. In witness whereof, I hereto' set my hand and official seal to this certificate on the day and
. year first written above.
~.&~
Notary PublIc .
Notary Public, Cobb County, Geol"Qla
C My c'ulTlmlssi;S t:.:qmeS sa", 11< 2006
OmmISSlOn xprranon a e .
~~~~~~:-~I?"iZ::::~"-::-~~~-_,=,,=~-,,~~~~:~~~~=~~~~~~~~c,~~~~~~~~~'OC~:-;:'.;';'~;"~~o',~~~~_.--
~~~~~~~:=~~:~~~-'~=-_-=~~~~~~~;;;~~~~-~-'c::--~~'~~::~~~:-~"":~~:2~.---::--:-~_--=-:=-:~~=~~~~~~;~~~-c-=,,_~~_______-______
.________. .__"______ __u_.u_ _ _ __ __ ____._ __ _ _____ _ __ ____ _______________________________________________ __ ____________ .___. _ _ _ _ _ _ _ _ _ _ __ _.__
____ _.__n.___.__
Rural/Metro
Corporation
50 Yeal's at Sel'ving Othel's
December 3,2002
Via Hand Delivery
City of Augusta in the State of Georgia
c/o Mr. Doug Hooten
E.M.S. Ventures, Inc.
1220 West Wheeler Pkwy
Suite K
Augusta, GA 30909
Re: Acknowledgement of Performance Bond and Delivery
To Whom It May Concern:
E.M.S. Ventures, Inc., d/b/a Rural/Metro Ambulance ("Rural/Metro"), hereby delivers and the
City of Augusta, Georgia ("Customer") accepts the attached performance bond, with effective
date October 31, 2002, in the amount of $1,500,000, as required by and in compliance with that
certain Agreement for 9-1-1 Ambulance Response and Emergency Medical Services, dated
January 1, 2003 ("Contract"). To the extent the attached performance bond is a renewal or
replacement bond, acceptance of the attached performance bond terminates any such previous
outstanding bond being replaced or renewed. This letter also acknowledges that Customer has
returned the signed original of such previous bond.
"
Sincerely,
E.M.S. Ventures, Inc.
~I
Secretary
$tk eJ: ~ tJc.: I )
Ci.~ !lj!...-r
/J-/i7/0";/
N
Title:
Date:
8401 E. Indian School Rd.
Phone (480) 994-3886
Scottsdale, Arizona 85251
Fax (480) 606-3328
Confidential
.,,~_:, .-J-
AGREEMENT FOR 9-1-1 AMBULANCE RESPONSE
AND EMERGENCY MEDICAL SERVICES
TillS AGREEMENT ("Agreement") is made and entered into this 20th day of August, 2002, by and
between E.M.s. VENTURES, INC., d/b/a RURAL/METRO AMBULANCE, a Georgia Corporation
(the "Contractorll), and AUGUSTA, GEORGIA, a political subdivision of the State of Georgia (the
"City"). .
WHEREAS, Contractor is the owner and operator of certain emergency medical care vehicles and
equipment designed to respond to requests for and provide emergency medical care and transportation and
has in its employ trained personnel whose duties are related to the use of such vehicles and equipment and
to the provision of emergency medical services;
WHEREAS, City desires that Contractor provide ambulance response to 9-1-1 Cans for ambulance
transportation and emergency medical service within the Service Area upon the terms and conditions set
forth in this Agreement; and
WHEREAS, Contractor desires to provide ambulance response to 9-1-1 cans for emergency medical
services and medical care in conjunction therewith within the Service Area upon the terms and conditions
set forth in this Agreement;
NOW, THEREFORE, in consideration of the premise, the mutual covenants and promises hereinafter
set forth, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the
parties agree as follows:
ARTICLE I
DEFINITIONS
The following terms when used in this Agreement shall have the meanings as follows:
1.1 Act means the Georgia Emergency Medical Services Act (O.C.G.A. 931-11-1 et seq.) and the
regulations promulgated thereunder by the Georgia Department of Human Resources (Ga. Compo
R. & Regs. ~290-5-30-.01 et seq.).
1.2 Advanced Life Support (ALS) Ambulance means an ambulance staffed by a Paramedic or
Cardiac Technician who is available to treat a patient(s) on the scene and during transportation to
the hospital, and is properly equipped to perform the procedures outlined in the Public Health
Code.
1.3 Ambulance means a motor vehicle registered by the Department that is specially constructed and
equipped and is intended to be used for emergency transportation of patients.
-1-
,.
1.4 Ambulance Service means the providing of emergency care and transportation on the public
streets and highways of this state for a wounded, injured, sick, invalid, or incapacitated human
being, to or from a place where medical or hospital care is furnished.
1.5 Department means the Georgia Department of Human Resources.
1.6 Emergency means a 9-1-1 Call designated as Priority One or Priority Two (generally with
circumstances, which may be of a life-threatening or limb-threatening nature and which apparently
req~ire immediate response).
1.7 Emergency Medical Services or "EMS" means medical care rendered by EMS Personnel at the
scene of an emergency and during transport of a patient from the scene of an emergency to an
appropriate hospital.
1.8 EMSAB means the Emergency Medical Service Advisory Board to be appointed by the City
Administrator.
1.9 EMS Personnel means any licensed emergency medical technician, certified cardiac technician,
certified paramedic, or first responder.
1.10 EMS System means the comprehensive coordinated arrangement of resources and functions to
respond to medical emergencies and other medical needs in conjunction with providing EMS in
the Service Area.
1.11 First Responder means an individual who has successfully completed an approved first responder
course, with a minimum of 40 hours training.
1.12 License or Licensed means that a person or an entity has complied with all requirements of the
Act, the Department, and all other regulatory bodies necessary to perform its respective EMS
functions.
1.13 Medical Director means the licensed physician designated as the "Ambulance Service Medical
Director" or "Medical Advisor" (as defined by the Rules of the Department) to provide medical
direction and control for Contractor's operations in Augusta, Georgia.
1.14 Medical Program Director means the licensed physician (or hislher designee) employed by the
City as the 911 Medical Director.
1.15 Medical Protocol means a written statement of standard procedure, promulgated by the
Department or the Medical Director as the medically appropriate standard of out-of-hospital care
for a given clinical condition.
1.16 Mutual Aid Agreement means a written agreement between two or more providers of Emergency
Medical Services in the same or contiguous counties whereby the parties agree to provide
assistance to one another under certain circumstances.
-2-
,1..1 "0 ,<,-'-,
1.17 9-1-1 Call(s) means all requests for Emergency Medical Services received by the PSAP, including
requests categorized as Non-Emergencies (Priority Three) for purposes of triage.
1.18 9-1-1 Director means the director ofthe PSAP for 9-1-1 operations for Augusta, Georgia.
1.19 Non-Emergency means a 9-1-1 Call designated as Priority Three for purposes of triage.
1.20 O.C.G.A. means Official Code of Georgia Annotated.
1.21 Patient means an individual who is ill, sick, injured, wounded, helpless or otherwise
incapacitated, and who is in need of, or is at risk of needing medical care or assessment during
transportation to or from a health care facility, and who is reclining or should be transported in a
reclining position.
1.22 Patient Charges means those amounts charged to Patients by Contractor for services provided
hereunder. .
1.23 PSAP means the 9-1-1 Public Safety Answering Point as defined by the Telecommunications Act.
1.24 Priority means the call priority number (i.e., Priority One, Two or Three) assigned to all requests
for an Ambulance received by the PSAP, pursuant to telephone algorithms and priority dispatch
protocols attached hereto as Exhibit A as may be amended from time to time by the 9-1-1
Steering Committee and the Medical Director, with the approval of the Medical Program Director:
1.25 Response Time means the elapsed time between Time-Dispatched and Time-On-Scene, as
recorded by the dispatching PSAP.
1.26 Response Time Exception means a Response Time that exceeds the applicable Response Time
Standard.
1.27 Response Time Exemption means a Response Time Exception that, for reasons set forth herein,
is excluded from the calculation of compliance with the applicable Response Time Standard.
1.28 Response Time Standard means the applicable response time performance requirement set forth
herein for response to 9-1-1 calls for emergency medical services by priority and
urban/suburban/rural area.
1.29 Rural means those areas generally south of Willis Foreman Road and Browns Road (as more
specifically shown on Exhibit B attached hereto).
1.30 Service Area means that area which is contained within the boundaries of Richmond County,
Georgia, excluding Fort Gordon.
1.31 SLA means the Service Level Agreement between the parties, as it may be amended from time to
time by the 911 Director and the Contractor.
1.32 State means the state of Georgia and its regulatory agencies.
-3-
.l~
1.33 Suburban means those areas lying generally between Bobby Jones Expressway and Willis
Foreman Road/Browns Road (as more specifically shown on Exhibit B attached hereto).
1.34 Subsidy means those funds provided to Contractor by the City to fulfill its obligation to provide
care for needy inhabitants as described herein.
1.35 Time-Call-Dispatched means the time the PSAP communicates to the Contractor the minimum
information necessary to respond (i.e. the location and chief complaint), as recorded by the PSAP.
1.36 Time-On-Scene means the time an Ambulance or Contractor's personnel licensed to render ALS
services arrives at the scene of an incident giving rise to the request for an ambulance.
1.37 UrbaD means those areas generally located north of Bobby Jones Expressway (as more
specifically shown on Exhibit B attached hereto).
ARTICLEll
TERM AND SCOPE OF AGREEMENT
2.1 TERM. The term of this Agreement commences on January 1,2003 at 12:01 a.m. and ends at
11:59 p.m. on December 31, 2005; provided that, unless either party gives written notice by
December 31, 2004 that it does not wish to renew the Agreement, the Agreement shall renew.
automatically for a term of one year, subject to Contractor's continuing designation by the
Department as the primary provider of response to 9-1-1 Calls in the Service Area, and shall
renew for an additional one year term unless either party gives notice by December 31, 2005 that
it does not wish to renew the Agreement.
2.2 SCOPE OF AGREEMENT. During the term of this Agreement, Contractor shall furnish
quality Emergency Medical Services and appropriate patient care throughout the Service Area in
response to 9-1-1 Calls in compliance with applicable statutes, rules, and regulations in
accordance with medical direction and control. Such services may be performed on-scene and/or
en route to an appropriate treatment facility. This Agreement does not control the provision of
non-emergency Ambulance Service by Contractor or other Ambulance Service providers in City.
2.3 PROVISION OF SERVICES. Contractor shall manage all day-to-day operations, including
field operations, billing, collections, purchasing and other operational functions. Contractor shall
negotiate all Mutual Aid Agreements for the Service Area, maintain all facilities and equipment;
hire/terminate and provide or arrange for in-service training of all EMS Personnel; propose and
provide justification for rate changes, with fmal approval by City; manage all billing and
collection functions; provide monthly fmancial reports to City required herein; solicit in good
faith the recommendations of City, the public and the hospitals operating in the Greater Augusta
Metropolitan Area for improvements in the EMS System in the Service Area; cooperate with and
respond to City on matters related to Patient care; and generally manage all aspects of the EMS
System's operations. Contractor's services shall include, but not be limited to, the following:
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a. Employing and managing all EMS Personnel;
b. Insuring that each Ambulance crew meets State requirements for licensure and certification;
c. Providing employee in-service training sufficient to meet State re-certification
requirements; \
d. Providing sufficient Ambulances, equipment, supplies and maintenance to perform under
this Agreement, which shall generally mean a minimum of seven (7) ALS Ambulances on
a 24-hour basis, with one additional ALS Ambulance during Peak Hours (as defmed in the
SLA attached hereto as Exhibit C, as amended from time to time), and additional
ambulances added and dropped throughout the day in accordance with anticipated call
volume. Ambulances may be posted at various locations around the City when not on call.
e. Furnishing all fuel, lubricants, repairs; initial supply inventory and all supplies;
f. Operating the EMS System to meet all clinical and Response Time Standards;
g. Maintaining good working relationships with public safety agencies in the Service Area;
h. Providing the public with information concerning EMS;
1. Conducting all billing and collection activities and procedures; however, Contractor shall
not delay or deny any treatment or transport due to any patient's inability to pay;
J. Interfacing with appropriate State and local 9-1-1 dispatching agencies;
k. Ensuring professional conduct and appearance of all office and field personnel;
1. Securing mutually beneficial support agreements with neighboring ambulance services,
with notice to City;
m. Maintaining a Georgia Ambulance license, all state and local vehicle permits required by
law, and all Licenses and certifications required by law for its EMS Personnel; and
n. Providing a defmed Quality Assurance process to the City.
2.4 ALL-ALS, FULL-SERVICE SYSTEM. All vehicles initially responding to Priority One and
Priority Two 9-1-1 Calls pursuant to this Agreement shall be staffed and equipped to provide ALS
care. The paramedic or cardiac technician shall be the primary care giver for patients and shall
accompany any patient requiring ALS intervention in the patient compartment of the Ambulance
during patient transport,
2.5 DISASTER ASSISTANCE. During a declared disaster, locally or in a neighboring jurisdiction,
the normal course of business under this Agreement shall be interrupted from the moment the
Contractor has been notified of the disaster situation by the EMA Director or his/her designee.
Immediately upon such notification, Contractor shall commit such resources as are necessary and
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appropriate, given the nature of the disaster, and shall assist in accordance with disaster plans and
protocols applicable in the locality where the disaster has occurred. The disaster-related
provisions of this Agreement are:
a. During such periods, Contractor shall be released from response time performance
requirements, including late run penalties, until notified by the EMA Director or designee that
. disaster assistance is terminated. At the scene of such disasters, Contractor's personnel shall
perform in accordance with local disaster protocols established by that community.
b. When disaster assistance has been terminated, Contractor shall resume normal operations as
rapidly as is practical considering exhaustion of personnel, need for restocking, and other
relevant considerations.
c. During the course of the disaster, Contractor shall use best efforts to provide emergency
coverage within the Service Area and shall suspend Non-Emergency transport work covered
by this Agreement as necessary, informing persons requesting such Non-Emergency service of
the reason for the temporary suspension.
d. In the event that the City Administrator determines that additional resources are necessary to
respond to the Disaster, provision of such services by Contractor shall be pursuant to a
separate agreement between Contractor and City.
2.6 MUTUAL AID. Contractor shall secure Mutual Aid Agreements with other Ambulance Services
in or near the Service Area, subject to the City's approval, which shall not be unreasonably
withheld. In the course of rendering such Mutual Aid services, the Contractor shall not be exempt
from response time compliance and late-run penalties imposed by this Agreement. Copies of all
Mutual Aid Agreements shall be filed with the 9-1-1 Director.
2.7 CLINICAL STANDARDS. Minimum standards regulating medical protocols; employee
recruitment, screening and orientation; qualifications of ambulance personnel; in-service training
and quality improvement; research; specific clinical performance parameters; materials
management and equipment QA; and employee safety and training shall be as set forth herein,
and, in addition to applicable state and local laws and regulations, shall constitute contractually
binding performance requirements under this Agreement.
2.8 PSAP OPERATIONS. On all seven-digit medical requests which meet the Medical Program
Director's 9-1-1 Transfer Protocols, information initially obtained by the Contractor shall
immediately be transferred to the 9-1-1 Center. In the event the call cannot be transferred, the
Contractor shall use medical priority dispatch protocols as set forth in Exhibit A, Except where
deviation is approved by the Medical Program Director, such medical dispatch protocols shall be
strictly followed.
2.9 Response Time Standards. Contractor shall employ sufficient resources to achieve the following
Response Times:
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Urban
Suburban
Rural
Priority One 8 minutes, 59 seconds
as to 90% of the calls
Priority Two 14 minutes, 59 seconds
as to 90% of the calls
Priority Three 40 minutes, 0 seconds
as to 80% of the calls
10 minutes, 59 seconds
as to 90% of the calls
14 minutes, 59 seconds
as to 90% of the calls
40 minutes, 0 seconds
as to 80% of the calls
14 minutes, 59 seconds
as to 90% of the calls
16 minutes, 59 seconds
as to 90% of the calls
40 minutes, 0 seconds
as to 80% of the calls
2.10 Response Time Measurement, Compliance Reporting And Late Run Penalty Assessment.
a. Reporting Requirements. Within fifteen (15) business days after the close of each month the
Contractor shall provide the 9-1-1 Director an initial response time performance report relative
to every request for 9-1-1 ambulance service originating within each priority and zone
classification (urban, suburban, and rural), within the Service Area. Separate reports shall be
submitted for Urban, Suburban, and Rural areas. Monthly reports shall include a listing by
zone classification (i.e., urban, suburban, and rural) of Response Time Exceptions, including
responses for which the Director may grant Response Time Exemptions, as provided herein.
The format of such report shall be as approved by the 9-1-1 Director.
b. Request for Response Time Exemption. Not later than fifteen (15) business days after the
end of each calendar month, the Contractor shall submit a list identifying Response Time
Exceptions for which it requests a Response Time Exemption. Within thirty (30) days those
exceptions shall be reviewed by the Director of 9-1-1, who with the Medical Program Director,
shall determine whether an Exemption will be granted. A final response time report shall then
be provided by the 9-1-1 Director to the City Administrator.
The Contractor's request shall include sufficient documentation of the circumstances of each
incident to justify an Exemption, Based upon information presented by the Contractor, and
after consultation with a Contractor representative and the Medical Program Director or his
designee, the Director of 9-1-1 shall approve or deny each Exemption request prior to the
issuance of a fmal response time report. The Director of 9-1-1 shall not unreasonably
withhold approval of such requests. In the event of an unresolved dispute between the parties
regarding one or more requests for Exemption, the Contractor may at its option appeal to the
City Administrator, whose decision shall be fmal.
Response Time Exemptions shall be granted for:
1. Requests occurring during a period of unusually severe weather conditions such that
response time compliance is either impossible or could be achieved only at a greater risk to
EMS personnel and the public than would result from delayed response. The Contractor
shall make such requests retrospectively to the 9-1-1 Director.
2. Requests during a declared disaster confirmed by the 9-1-1 Director, locally or in a
neighboring jurisdiction, in which the Contractor is rendering assistance. During such
periods, the Contractor shall use best efforts to simultaneously maintain coverage within
the Service Area while providing disaster assistance as needed. Upon resolution of the
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disaster event, the Contractor shall apply to the 9-1-1 Director for retrospective relief from
late-run penalties accrued during the period of disaster assistance and for a reasonable
period of restocking and recovery thereafter; and the 9-1-1 Director shall not unreasonably
withhold approval of such request.
3. Delayed responses due to City's failure to notify Contractor of road closures.
4. Delayed responses due to a mass casualty incident (MCI), where the dispatch of more than
two ambulances to one scene causes a delayed response to other requests. The Exemption
shall apply from the time the third ambulance is dispatched through the time two of the
ambulances responding to the MCI are back in service (have cleared the call).
c. Requests for Routine Medical Transportation. 9-1-1 Calls that are requests for routine
medical transportation (e.g. to a doctor's office rather than an emergency room). Contractor
shall not be required to respond to such calls with an ALS Ambulance and/or may refer the
call to Contractor's non-emergency operation or to an alternate transportation service.
d. Time Recording Errors. In instances when the PSAP fails to record the correct Time-On-
Scene resulting in an Exception, the Contractor will qualify for an Exemption when it can
document the actual arrival time through another means, including the Contractor's audio
tapes, or City's audio tapes.
e. No Other Exemptions. No other causes of late response within Contractor's reasonable
control (i.e., equipment failure, at fault vehicular accident) shall serve to justify Exemption
from Response Time Standards or late-run penalties unless specifically authorized by the 9-1-1
Director or the Medical Program Director.
f. Method of Measurement. For purposes of this determining Contractor's compliance with
Response Time Standards, the following shall apply:
1. Requests not resulting in patient contact, unless the call was cancelled after expiration of
the applicable Response Time Standard, shall not be counted;
2. For purposes of compliance, Time-On-Scene shall be the time an ambulance crew notifies
the PSAP that it has arrived at the incident location. Responses to locations lacking access
by way of a street or road maintained for public or private use shall be measured as the
interval between Time-Call-Dispatched and the time the responding crew advises the
PSAP they are leaving the maintained street or road to access the patient. In situations
when the ambulance has responded to a location other than the scene (i.e., staging area),
arrival "at scene" shall be the time the ambulance arrives at the designated staging
location. Non-compliance with this rule is considered falsification of data.
3. In cases where multiple vehicles are dispatched to a single incident, the Contractor's first
arriving paramedic shall "stop the clock," and response times of later-arriving units shall
be excluded for response time statistics and late-run penalties;
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T
g. Statistical Significance. A minimum 100 calls per month for each priority type shall be
required to support a determination of non-compliance.
h. Enroute upgrades, downgrades, and cancelled calls:
1. If a presumptive run code classification (priority) is upgraded to a higher response (i.e.,
Priority Three to Priority One) while the ambulance is enroute - the applicable priority for
compliance purposes shall be the upgraded priority. However, the Response Time shall be
measured from the moment of. upgrade except when the call was upgraded after the
expiration of the applicable Response Time Standard for the initial priority designation. In
such instances, the Response Time shall be measured from the original "Time-Call-
Dispatched" using the original priority designation.
2. If a presumptive run priority is downgraded to a lower priority while the ambulance is
enroute, the applicable priority for compliance purposes shall be the downgraded priority.
The Response Time shall be measured from the original Time-CalI-Dispatched except
when the call was downgraded after the applicable Response Time Standard has expired.
In such instances, the Response Time shall be measured from the original Time-Call-
Dispatched to the time of the downgrade using the original priority classification.
3. If a response is cancelled prior to the arrival of EMS Personnel on the scene, the response
shall not be included in the monthly response time calculation. However, in all responses
involving Priority One calls in which the ambulance is cancelled and the Response Time
Standard has been exceeded, the response shall be included in the Medical Program
Director's schedule for screens and case reviews.
1. Incorrect Information. The Contractor shall be exempt from late run penalties and response
time obligations when information obtained by City and conveyed to the Contractor is
inaccurate or incomplete in a manner which could reasonably be expected to impair the
Contractor's ability to generate a timely response. In the event a calling party gives the PSAP
an incorrect address, and the stated address is repeated back to the calling party by the
dispatcher, and is confirmed by the caller as the correct address, response time shall be
measured from the time the PSAP receives or otherwise discovers the correct address until the
Contractor's ambulance arrives at the scene.
J. Late Run Penalties. Within thirty (30) days of the final response report for each month, the
Contractor shall pay a penalty of Five Hundred Dollars ($500) for each Response Time
Standard that it fails to meet in a given month (taking into account the provision of 100 or
more non-exempt responses). In the event of such non-compliance, the Contractor shall also
pay the City late-run penalties for Contractor's longest responses, using the number of
responses equal to the percentage of non-compliance (e.g., compliance of 88% means 2% of
calls are non-compliant). For each whole minute a subject Response Time exceeds the
applicable Response Time Standard, Contractor shall pay the following penalties:
Priority One. ...................................... ..... ....$12 per minute.
Priority Two. . . . . .. ...... . .. . .. . .. .. .. .. . . . . .. . . . . ... . . . . ... . ..$6 per minute.
Priority Three........ ...... ~ ............................... ....$3 per minute.
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:(
However, the maximum penalty for Priority One and Two responses shall be $180 per incident,
and maximum penalty for Priority Three 9-1-1 responses shall be $150.
2.11 PERFORMANCE INCENTIVES FOR EXCEEDING COMPLIANCE STANDARDS. The
City shall provide an incentive of Five Hundred Dollars ($500) for each Response Time Standard
that it is exceeded in a given month (taking into account the provision of 100 or more non-exempt
responses). In the event the response time standard is exceeded, the City shall also provide the
Contractor incentives for Contractor's shortest responses, using the number of responses equal to
the percentage of calls exceeded (e.g., compliance of 102% means 2% of calls have exceeded
existing standards). For each whole minute a subject Response Time is below the applicable
Response Time Standard, the City shall provide the following incentive:
Priority One
Priority Two
Priority Three
$12 per minute.
$6 per minute.
$3 per minute.
All incentive dollar amounts will be held in account against any non-compliance penalties, as
stated and computed in (a) above. If Contractor fails to meet compliance for three consecutive
months immediately after accumulation of an incentive, the incentive amount will be forfeited.
Incentive dollar amounts for anyone month will be applied against the following month's penalty.
Any penalty over the incentive "banked" will be paid to the City within thirty (30) days of the
[mal response report for each month. Any incentive amounts over the penalty amount for that
month will remain in the "bank" account until the following reporting period. Accumulated
incentive amounts remaining at the end of the term shall be retained by the City.
2.12 WORK FORCE AND PERSONNEL PROVISIONS. The Contractor shall maintain minimum
standards of work force and personnel commitments equal to or superior to the commitments set
forth herein, subject to the following provision:
a. Character and Competence of Personnel. All persons employed by Contractor in the
performance of work under this Agreement shall be competent and holders of appropriate
permits in their respective trades or professions. The City may demand the removal of any
person employed by Contractor who chronically misconducts his or herself, or is chronically
incompetent or negligent in the due and proper performance of his or her duties; and such
person shall not be reassigned by Contractor to provide services under this Agreement without
the written consent of the 9-1-1 Director; provided, however, that the 9-1-1 Director shall not
be arbitrary or capricious in exercising such rights under this provision, and shall be required
in writing the specific reasons for exercising such rights relative to any given employee and,
prior to removal, shall also give that employee an opportunity to defend himself or herself in
the presence of the City Administrator, and if the issue is clinically related, the Medical
Program Director.
b. Professional Conduct/Courteous Service. The City expects and requires professional and
courteous conduct at all times from Contractor's EMS personnel, administrative personnel,
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~,
middle management and top executives. Contractor shall address and correct any departure
from this standard of conduct.
c. Reasonable Work Schedules/Working Conditions. While this Agreement is a "performance
contract," and while Contractor is not only allowed but encouraged to employ its own methods
and techniques for producing the required performance reliably and efficiently, Contractor is
expressly required to utilize reasonable work schedules, shift assignments, and to provide
adequate working conditions so as not to compromise patient care.
d. Non-Discrimination. Contractor agrees as follows:
1. Contractor, during the performance of this Agreement, agrees to comply with all applicable
provisions of federal, state, and local laws and regulations pertaining to prohibited
discrimination.
2. Contractor will not unlawfully discriminate against any employee or applicant for
employment because of race, religion, color, national origin, sex, disability or age.
Contractor will ensure that applicants are employed, and that employees are treated during
employment, without regard to their race, religion, color, national origin, sex or age (to the
extent required by law). Such action shall include, but not be limited to the following:
employment, upgrading, demotion or transfer; recruitment or recruitment advertising;
layoff or termination; rates of payor other forms of compensation; and selection for
training, including apprenticeship. Contractor agrees to post in conspicuous places,
available to employees and applicants for employment, notices to be provided setting forth
the provisions of this non-discrimination clause.
3, Contractor will, in all solicitations or a4vertisements for employees placed by or on behalf
of Contractor, state that all qualified applicants will receive consideration for employment
without regard to race, religion, color, national origin, disability, sex or age (to the extent
required by law).
e. Risk Management and Safety Program. The Contractor shall utilize a risk
management/safety program throughout the term of this Agreement. This program shall meet
appropriate OSHA requirements and may include: physical ability testing, regularly
scheduled safety reviews, emergency vehicle operations training, lifting and equipment safety
training, training in hazardous materials, training on infection control and blood borne
pathogens, and general personal safety training in the pre-hospital environment.
2.13 MONTHLY REPORTS.
a. Within fifteen (15) business days after the close of each month, the Contractor 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) an initial response time performance report including every request for ambulance
service originating within each zone classification (urban, suburban, and rural), within the
Service Area. This report shall include the listing by zone classification of response time
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;1'
exceptions, including responses for which Contractor requests a Response Time Exemption, as
provided herein.
b. Within thirty (30) days after the close of each month, the Contractor 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.
2.14 QUARTERLY CONTRACT COMPLIANCE. Within ten (10) business days of the end of
each month for the first two months of Contract implementation, and within ten (10) business days
of the end of each year's quarter then following, the Contractor shall provide a summary on the
performance obligations established in this Agreement to the 9-1-1 Director.
2.15 QUARTERLY FINANCIAL STATEMENTS. Within twenty business days of the end of each
quarter year, Contractor shall provide the City Administrator with a financial report of its EMS
operation (the services provided under this Agreement) on a form approved by the City
Administrator showing net revenue, expenses, and collection percentage,
2.16 QUARTERLY EQUIPMENT REPORT. Within fifteen (15) business days after the end of
each year's quarter, the Contractor shall provide the 9-1-1 Director with a list of the Vehicle
Identification Numbers and corresponding mileage on each front line ambulance and back up
ambulance used in the performance of Contractor's duties under this Agreement.
2.17 SYSTEM STATUS MANAGEMENT PLAN ("SSM"). The City recognizes that to enhance
'performance, continual SSM Plan adjustments will be made at the Contractor's sole discretion.
However, the Contractor 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.
2.18 INCIDENT REPORTS. All incidents or complaints concerning the Contractor arising out of this
Agreement shall be submitted to the 9-1-1 Director or the Medical Program Director and
Contractor 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. The City shall have
the right to inspect and/or copy all Patient Care Reports and all Trip Reports subject to applicable
law regarding disclosure.
2.19 MISCELLANEOUS. The Contractor shall assist the City in preparing miscellaneous reports
required or requested by the Medical Program Director, or any state or federal agency.
2.20 INSPECTIONS. City representatives may, at any time, and without notification, directly observe
the Contractor's operation of the PSAP, fleet maintenance facility, any ambulance post location,
and may ride as a "third person" on any of the Contractor's ambulances at any time. In exercising
this right to inspection and observation, the City's representatives shall conduct themselves in a
professional and courteous manner, shall not interfere in any way with the Contractor's employees
in the performance of their duties, shall at all times be respectful of the Contractor's
employer/employee relationships, and shall be subject to such reasonable risk-management
requirements as may be specified by the Contractor, including but not limited to applicable OSHA
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y
requirements and the execution of a waiver of liability. A previously scheduled "third rider"
(student or new hire) shall not be displaced by any such observer.
2.21 EMERGENCY REQUESTS TAKE PRIORITY. Whenever Emergency requests for
Ambulances are of such a volume that there are not sufficient Ambulances or personnel to respond
to Non-Emergency 9-1-1 Calls in a timely fashion, Contractor shall notify the individual or
organization requesting such Non-Emergency service, explain the reason for the temporary delay,
and furnish a realistic estimate of when service will be available. Contractor shall make every
reasonable effort to reduce and eliminate delays for Non-Emergency services. In such event,
Contractor shall employ available resources to respond to Priority One, Two, and Three calls in
that order.
2.22 KEY PERSONNEL. Contractor shall fill the key management positions identified in Exhibit "D" .
attached hereto throughout the term of the Agreement with personnel with equal or superior
qualifications to those listed. This information will be updated whenever changes in key
personnel occur.
2.23 STANDARDS FOR VEmCLES AND EQUIPMENT MAINTENANCE.
a. Ambulances performing services under this Agreement shall meet or exceed the vehicle
specifications outlined in the Georgia Ambulance Rules & Regulations, Chapter 290-5-30.04.
Ambulances with mileage in excess of 250,000 miles shall not remain in the front line fleet
and reserve or backup ambulances with mileage in excess of 350,000 shall not be utilized
except in exigent circumstances.
b. Each Ambulance shall be equipped with all required equipment and supplies for operations as
required by the Act and the approved Medical Protocols.
c. Contractor shall comply with or exceed the maintenance standards outlined in Section 203 of
the Standards for Accreditation of Ambulance Services as published by the Commission on
the Accreditation of Ambulance Services, a copy of which is attached hereto as Exhibit "F".
All costs of maintenance and repairs, including parts, supplies, labor, subcontracted services
and costs of extended warranties shall be at Contractor's expense.
d. All mechanical, safety, and special equipment shall be subject to inspection at any reasonable
time by representatives of City.
e. No Ambulance that has been substantially damaged shall be again placed in service until it
has been adequately repaired.
2.24 - RESPONSE AREA. With the exception of the provision for backup services or for First
Responders, or the termination of the Agreement as provided for herein, or as required by
action of the Department, the City shall not enter into any agreement with any other
contractor for ground response to 9-1-1 requests for Ambulance response and Emergency
Medical Services within the Service Area during the term of the Agreement and any
renewal thereof. Nothing herein shall be construed as prohibiting other contractors from
providing non-emergency Ambulance Services within the Service Area.
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ARTICLE III
PAYMENTS AND FEES
3 .1 COMPENSATION. As compensation for services rendered under this Agreement, Contractor
shall receive only the following:
a. Subsidy as provided in Section 3.2 hereof; and
b. Patient Charges as provided in Section 3.3 hereof;
Notwithstanding the foregoing, Contractor may be compensated for services (other than
responding to 9-1-1 Calls) that are provided to the Sheriff, Coroner's Office, and other county
Departments under separate agreements, including disaster response.
3.2 SUBSIDY. City agrees to pay Contractor the following Subsidy:
January 1,2004 through December 31,2004:
$760,000.00
$760,000.00
January 1,2003 through December 31, 2003:
January 1,2005 through December 31,2005:
$760,000.00
January 1,2006 through December 31,2006:
$779,000.00
$798,500.00;
January 1,2007 through December 31,2007:
Payment of the annual subsidy amount shall be made by City to Contractor in equal monthly
increments, being due on the fIrst day of each calendar month, but not past due until the 15th day
of the calendar month, with the fIrst payment in the amount of $63,333.33 coming due January 1,
2003.
3.3 PATIENT CHARGES. Contractor may charge Patients who use its Emergency Medical
Services fees not in excess of those described on Exhibit "E" attached hereto, subject to increases
as provided for in Section 3.5 hereof. The City shall have no liability for the payment of any
unpaid Patient Charges, it being the intention of the parties that this is covered in the Subsidy.
3.4 USER FEES. All retail patients, including benefIciaries of Medicare and Medicaid, patients.
covered by insurance and patients who have no insurance benefIts will be charged equal amounts
for equivalent services, subject to contractual allowances. Should Contractor institute a
subscription program, all members will be "charged" at the retail rate, regardless of the amounts
collected or collectable. Fees collected from managed care organizations utilizing an at risk or
capitated fee structure shall not be considered when calculating the Average Patient Charge
(APC).
3.5 COMPENSATION ADJUSTMENT. Should this Agreement renew for an additional term,
Contractor shall be allowed to make adjustments to its Patient Charges beginning on the fIrst
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anniversary of the Agreement. Contractor may not increase Patient Charges by more than 5% in
any year as compared to the prior year during the term of this Agreement without the prior consent
of the 9-1-1 Director and City Administrator, which shall not unreasonably be withheld.
3.6 USE OF CITY FIRE STATIONS. The City will provide quarters in its fire stations for
Contractor's ambulance crews at nominal cost. Contractor's crews shall follow all City policies
and rules concerning such facilities.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
As an inducement to City to enter into this Agreement, Contractor represents and warrants to City
as follows:
4.1 DUE ORGANIZATION AND FORMATION. Contractor is a duly organized corporation in
good standing under the laws of the State of Georgia and is authorized to do business in the
Service Area.
4.2 CAPACITY. Contractor has full power, authority and legal right to execute and deliver this
Agreement and to perform its duties hereunder, including delivery of the services contemplated
hereby.
4.3 AUTHORITY AND ENFORCEABILITY. The execution, delivery and performance by
Contractor of this Agreement have been duly authorized by all necessary corporate action and do
not and will not require any registration with, consent or approval of, notice to, or any action by,
any other person or entity. The provisions of this Agreement constitute legal, valid and binding
obligations of Contractor.
4.4 COMPLIANCE WITH OTHER INSTRUMENTS. The execution and delivery of this
Agreement and compliance with its terms, will not result in a breach of any of the terms or
conditions of, nor constitute a default (with due notice or lapse of time or both) under any
indenture, agreement, order, judgment or instrument under which Contractor is a party or by
which Contractor or its property may be bound or affected; nor result in an occurrence of an event
for which any holder or holders of indebtedness may declare the same due and payable; nor violate
any provision of applicable law.
4.5 FINANCIAL INFORMATION. All fmancial information concerning Contractor or its assets
provided to City by Contractor or its accountants, attorneys, or other representatives, whether
written or oral, was when given and shall be at the time of the execution of this Agreement, true,
accurate and complete, without any material misstatement or omission of fact, to the best of
Contractor's knowledge.
4.6 LITIGATION, JUDGMENTS, AND ORDERS. To. the best of Contractor's knowledge, there
are no actions, suits or proceedings pending (whether or not purportedly on behalf of Contractor)
or, to the knowledge of Contractor, threatened against or affecting Contractor, at law or in equity,
before or by any court or regulatory agency, that would materially affect Contractor's ability to
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perform under this Agreement. Contractor is not in violation or default with respect to any
applicable laws and/or regulations, order, judgment, writ, injunction, demand or decree of any
court as would materially and adversely affect the business, properties or condition (financial or
otherwise) of Contractor.
4.7 LICENSES, PATENTS, TRADE NAMES AND OTHER RIGHTS. Contractor possesses all
patents, Licenses, franchise agreements, appointments, authorizations, trademarks, trade names,
trade secrets, copyrights and all rights with respect thereto, which are required to conduct its
business as now conducted, or as contemplated by this Agreement, without known conflict with
the rights of others which would materially and adversely affect such business. Contractor's
employees have all Licenses necessary to perform their respective EMS functions.
4.8 ADVERSE CONTRACTS AND INSTRUMENTS. Contractor is not a party to, bound by,
subject to, in violation of or in default under any contract, instrument, charter, by-law or other
restriction that would materially affect Contractor's ability to perform under this Agreement.
4.9 TAX RETURNS AND PAYMENTS. Contractor has filed all tax returns and reports required to
be filed by it and has paid, or adequately provided for the payment of, all taxes, assessments and
other governmental charges imposed upon it or its assets, income or franchises, other than any
such charges which are currently payable without penalty or interest.
4.10 DISCLOSURE. To the best of Contractor's knowledge, neither this Agreement, nor any other
document, proposal, certificate or statement furnished to City by or on behalf of Contractor,
contains any untrue statement of a material fact or omits to state a material fact necessary in order
to make the statements contained herein and therein not misleading. There is no fact known to
Contractor which materially and adversely affects, or which in the future may (so far as can now
reasonably be foreseen) materially and adversely affect, the business, properties, operations or
condition, fmancial or otherwise, of Contractor which has not been disclosed in writing to City.
ARTICLE V
ADDITIONAL COVENANTS
During the term of this Agreement, Contractor shall comply with each and every one of the
following covenants.
5.1 COLLECTION OF PATIENT CHARGES. Contractor shall use its reasonable best efforts to
collect Patient Charges by utilizing all r,easonable means allowed by law; provided, however, that
Contractor shall not be required to pursue collections in those instances where it is not
economically reasonable to do so.
5.2 RIGHT OF INSPECTION. Contractor shall permit City or its representatives, upon reasonable
notice, to inspect the facilities and equipment being used to operate the EMS System and, during
normal business hours, to audit and examine Contractor's books and records with respect to the
EMS System.
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5.3 NOTICE OF DEFAULT. Upon its discovery of the occurrence of any default (or the existence
of any fact or circumstance which can be reasonably expected to result in a default), or other
noncompliance with any provision, term or condition of this Agreement, Contractor shall
immediately give notice thereof to City.
5.4 MAINTENANCE OF EXISTENCE, CONDUCT OF BUSINESS. Contractor shall: preserve
and maintain its business as presently conducted (or as contemplated hereby) and all of its
Licenses, rights, privileges and franchises necessary or desirable in the normal conduct of said
business; conduct its business in an orderly, efficient and regular manner; keep true and correct
books of record and accounts adequate to the needs of its business; keep its assets useful or
necessary in its business in good working order and condition, and from time to time make all
needed repairs, renewals and replacements thereto or thereof, so that the efficiency of its assets
shall be usefully preserved; and comply with all applicable laws and regulations of any person or
entity having jurisdiction over Contractor's operations and the terms of any indenture, contract or
other instrument to which it may be a party or under which it may be bound, except where
contested in good faith and by proper proceedings. Contractor shall be permitted to sell or
otherwise dispose of all or any portion of its businesses in markets other than the Service Area
provided that such transactions, or any multiple transactions in the aggregate, do not constitute a
sale of substantially all of the assets of the Contractor or the assets used under the terms of this
Agreement and do not have a material adverse impact on the financial condition of the Contractor
or the ability of the Contractor to perform under this Agreement. This paragraph does not prohibit
a sale or transfer of assets to a parent corporation, or subsidiary of Contractor or of a parent
corporation, as long as such sale or transfer does not impair Contractor's ability to perform under
this Agreement or such transfer or sale is pursuant to an assignment permitted by this Agreement.
5.5 COMPLIANCE WITH LAW. Contractor shall conduct its business to comply with all laws and
regulations in all jurisdictions in which it may at any time be doing business or which may
otherwise be applicable.
5.6 INSURANCE REQUIREMENTS. Contract shall furnish City proof of coverage for the
insuranc~ 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) 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.
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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 msurance as required by and m
conformance with the laws of the state of Georgia.
5.7 COMPLIANCE WITH ABUSE REGULATIONS. Contractor shall comply with the
Department's regulations concerning the prompt reporting of any suspected abuse of a child or
elderly person.
5.8 PERMITS. Contractor holds a State ambulance License and all State and local vehicle permits
necessary to provide EMS hereunder. Contractor shall make all necessary payments for such
License and permits and furnish City with proof that it has obtained such Licenses or permits.
Contractor shall be responsible for verifying that the State and local certifications and Licenses of
its EMS personnel are in order and current at all times.
5.9 COMPLIANCE WITH REGULATIONS. Contractor shall comply with the Act, all current and
future rules and regulations promulgated by the Department, and any other statute, rule or
regulation governing the operation of the EMS System.
5.10 RELIANCE ON REPRESENTATIONS, WARRANTIES AND COVENANTS. Each and
every representation, warranty and covenant contained herein, and all such representations,
warranties and covenants in the aggregate, have been and will continue to be relied upon by City
and are material to its decision to enter into and perform its obligations under this Agreement.
5.11 PERFORMANCE SECURITY, Contractor will be required to furnish performance security in
the amount of $1,500,000 for each year of the contract, including each renewal term. The
guaranty of performance may be in the form of a cashier's check, certified check made payable to
the City, performance bond, irrevocable letter of credit issued by a bank or savings & loan
association, or other forms of performance security acceptable to the City that are substantially
equivalent to a performance bond in the amount of $1,500,000. The security will be provided to
the City within thirty (30) days of the execution of this contract. The criteria to be used for calling
of a bond or other performance security is a Class A Default.
ARTICLE VI
DEFAULT
6.1 DEFAULTS DEFINED. There shall be two classes of defaults, as defined below, regarding the
Contractor's performance under this Agreement.
a. Class A defaults are limited to the following:
1. Willful attempts by Contractor to intimidate or otherwise punish employees who desire to
interview with or to sign contingent employment agreements with competing bidders
during a subsequent bid cycle;
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2. Willful attempts by Contractor to intimidate or otherwise deter employees from truthful
and full disclosure of all facts or impressions regarding the delivery of EMS or the EMS
System, to questions posed by the Medical Program Director or other persons overseeing
the system;
3. Failure to comply with minimum employee wage/salary requirements;
4. Chronic and persistent failure of Contractor's employees to conduct themselves m a
professional and courteous manner, and to present a professional appearance;
5. Deliberate and unauthorized scaling down of operation to the detriment of performance
during a "lame duck' period;
6. Failure by Contractor to cooperate with and assist the City in its takeover of Contractor's
operations after a major default has been declared by the City, as provided for in paragraph
6.2, even if it is later determined that such default never occurred or that the cause of such
default was beyond Contractor's reasonable control;
7. Failure on the part of the Contractor to substantially fulfill the "lame duck" provisions of
this Agreement as set forth herein, including but not limited to the requirement that the
Contractor shall fully satisfy .its remaining fmancial obligations to its employees and
suppliers upon termination of this Agreement;
8. Failure to purchase and maintain in force insurance meeting the requirements set forth in
the Agreement;
9. Chronic failure to maintain or replace equipment in accordance with good maintenance
practices;
10. Failure to maintain or replace equipment in a fashion that endangers public health and
safety;
11. Failure of Contractor to conduct its 9-1-1 response operation in substantial compliance
with the requirements of the applicable Federal, State, and City laws, rules and regulations
(minor infractions of such requirements shall not constitute a major breach but willful and
repeated breaches shall constitute a material breach);
12. The persistent or repeated occurrence of a Class B default;
13. Supplying to Augusta during the bidding and contracting process, false or misleading
information, or information so incomplete as to effectively mislead; and
14. Willful falsification of data supplied to Augusta or to the Medical Program Director during
the course of operations, including by way of example but not by way of exclusion, run
data, patient report data, fmancial data, or willful downgrading of presumptive run code
designations to enhance Contractor's apparent performance, or falsification or deliberate
omission of any other data required under the Agreement;
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b. Class B defaults include: Any failure by the Contractor to perform its obligations under the
Agreement, which may include Class A defaults, as determined by EMSAB.
6.2 REMEDIES FOR CLASS A DEFAULTS.
a. Declaration of Class A Default and Takeover of Service. In the event the EMSAB has
reasonable grounds to believe that a Class A default of the Agreement by the Contractor may
have occurred, the Contractor shall be given written notice of same. Such notice shall afford
the Contractor a reasonable opportunity to respond and (1) contest the existence of a Class A
default; (2) to cure any such default; or, (3) at the EMSAB's discretion, provide a written plan
to cure such default. The length of the response period shall be dependent upon the extent to
which public health and safety is endangered, as determined by the EMSAB. If the Contractor
fails to cure the default with the EMSAB's notice, the City may terminate the Agreement or
takeover Contractor's 9-1-1 operations in the Service Area; provided that prior to so doing, the
Contractor shall be afforded a hearing before the Augusta-Richmond County Commission
unless the City concludes that public health and safety concerns require an immediate
takeover. In the event of a takeover, the Contractor shall cooperate completely and
immediately with the City to effect a prompt and orderly takeover by the City of Contractor's
9-1-1 operations in the Service Area, including, but not limited to, the leasing of equipment to
the City pursuant to a contingent lease agreement in substantially the form attached hereto as
Exhibit G. No takeover shall last more than twelve consecutive months and all equipment and
vehicles leased from Contractor shall be returned to Contractor in good working order,
excepting normal wear and tear, upon termination of the takeover period, subject to the
provisions of paragraph 7.1. City shall be relieved from paying any Subsidy during the
takeover period. Further, this Agreement shall terminate upon the expiration of the takeover
period, except for such provisions as might survive the termination of the Agreement.
b. Dispute After Takeover. Such takeover shall be effected within 72 hours after the City gives
Contractor notice that it intends to invoke the takeover provisions in this Agreement.
Contractor shall not be prohibited from disputing any such fmding of major default through
litigation, provided, however, that such litigation shall not have the effect of delaying, in any
way, the immediate takeover of operations by the City, nor shall such dispute by Contractor
delay the City's access to Contractor's equipment and inventory of supplies. Any legal dispute
concerning a finding of Class A default shall be initiated by Contractor only after the
emergency takeover has been completed, and shall not under any circumstances be allowed to
delay the process of takeover by the City. Contractor's' cooperation with, and full support of,
such emergency takeover process shall not be construed as acceptance by Contractor of the
finding of major default, and shall not in any way jeopardize Contractor's' right to recovery
should a court later determine that the declaration of major default was made in error.
c. Unusual Circumstances. The provisions of this Section are specifically accepted and agreed
to by Contractor as reasonable and necessary in light of the unusual responsibilities for public
health and safety associated with this Agreement. Failure on the part of Contractor to
cooperate fully with the City to effect a safe and orderly takeover of operations shall itself
-20-
constitute a Class A default under the terms of the Agreement, even if it is later determined
that the original declaration of Class A default was made in error.
d. Failure To Meet Response Time Standards. Notwithstanding any other provision of this
Article VI, failure to meet a specific response time standard may be treated as a Class A
default only after Contractor has failed to meet the Standard for three consecutive calendar
months.
6.3 REMEDIES FOR CLASS B DEFAULTS.
a. Declaration of Class B Defaults. A Class B default may be declared whenever the EMSAB
has reasonabie grounds to believe that the Contractor has failed to materially perform its
obligations under the Agreement (other than Response Time Standards). The Contractor shall
receive a "Written Notice of Class B Default" explaining the facts and conclusions upon which
the allegations of default are based.
b. Request for Hearing for Class B Defaults. Requests for a hearing on declared Class B
defaults shall be filed with the 9-1-1 Director within ten (10) business days following notice of
the EMSAB's decision and shall state the grounds for the appeal. Upon the filing of a Request
for Hearing, EMSAB shall provide a notice of the hearing to the applicant.
c. Penalties for Class B Defaults. Any penalty shall be determined by the EMSAB on a case by
case basis, not to exceed $250 per occurrence, provided that such maximum penalty shall
double for the second, and triple for the third or subsequent similar violation of the same
contract obligation within any twelve (12) month period.
d. Penalties For Failure To Meet Response Time Standards. Financial Penalties for failure to
meet Response Time Standards are set forth in Article n.
ARTICLE VII
MISCELLANEOUS PROVISIONS
7.1 TERMINATION. On the date of termination of this Agreement, the City shall have an option to
purchase all or any portion of the Ambulances or other machinery and equipment being used by
Contractor to operate the EMS System on the date of termination. Such option shall be at a
purchase price equal to the fair market value of the Ambulances and equipment to be purchased.
Fair market value shall be determined by an appraiser experienced in appraising such
Ambulances, machinery and equipment as may be agreed to by Contractor and City. If
Contractor and City cannot agree on an appraiser, each shall appoint an appraiser and the average
of their two appraisals shall be the fair market value. If one appraiser is used, the parties shall
each pay one-half of the fees and expenses of such appraiser and if two appraisers are used, each
party shall pay the fees and expenses of the appraiser it appointed. City may give Contractor
written notice of its election to exercise this option at any time up to thirty (30) days prior to the
date of termination. The City may, after the fair market value of the property to be purchased is
determined, elect to waive its exercise of the option, in which event the City shall pay ,the fees
-21-
and expenses of both appraisers if two appraisers are used or the one appraiser if one is used. The
property shall be transferred to the City free of all liens and encumbrances on the effective date of
the termination, at which time the purchase price shall be paid in cash.
If termination is because of Contractor's default, then the City shall have an option to purchase all
or any portion of the Ambulances or other machinery and equipment being used by Contractor to
operate the EMS System at the time that the notice of termination is delivered to the Contractor.
Such option shall be at a purchase price equal to the "stipulated value", which value shall be the
straight-line depreciated value of the machinery or equipment, based upon the original cost of the
item, with depreciation beginning upon the item was actually placed in service, and assuming the
item . shall be 90 percent depreciated by the end of its stipulated period of the "safe useful life
expectancy" as stated in the Contractor's Equipment Replacement Policy. The value shall be
calculated as of the date oftakeover of operations by the City and shall be paid in full within 120
days after notification to Contractor that the City has elected to exercise its option to purchase
such Ambulances or other machinery and equipment.
7.2 "LAME DUCK" PROVISIONS. Should Contractor fail to win the bid in a subsequent bid
cycle, the City shall obviously depend upon Contractor to continue provision of all services
required under this Agreement until the winning bidder takes over operations. Under these
circumstances, Contractor would, for a period of several months, serve as a "lame duck"
contractor. To ensure continued performance fully consistent with the requirement of this
Agreement throughout any such "lame duck" period, the following provisions shall apply:
a. Throughout such lame duck period, Contractor shall continue all operations and support
services at substantially the same levels of effort and performance as were in effect prior to the
award of the subsequent contract to a competing bidder;
b. Contractor shall make no changes in methods of operation which could reasonably be
considered to be aimed at cutting Contractor's service and operating costs to maximize profits
during the final stages of this Agreement;
c. The City recognizes that, if a competing organization is awarded the contract in a subsequent
bid cycle, Contractor may reasonably begin to prepare for transition of service to the new
contractor during the lame duck period, and the City shall not unreasonably withhold its
approval of the outgoing Contractor's requests to begin an orderly transition process, including
reasonable plans to relocate staff, scale down certain inventory items, etc., so long as such
transition activities do not impair Contractor's performance during the lame duck period, and
so long as such transition activities are prior-approved by 9-1-1 Director; and
d. During the process of bid competition conducted by the City, the Contractor shall permit its
non-management personnel reasonable opportunity to discuss with competing organizations
issues related to employment with such organizations in the event the Contractor is not the
successful bidder. The Contractor may, however, require that its non-management personnel
refrain from providing information to a competing organization regarding the Contractor's
current operations, and the Contractor may also prohibit its management-level personnel from
communicating with representatives of competing organizations during the bid competition.
However, once the City has made its decision regarding a contract award, and in the event the
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Contractor is not the winner, the Contractor shall allow free discussion between any City-
based employee and the winning bidder, without restriction, and without adverse consequences
to any City based employee.
7.3 INDEPENDENT CONTRACTOR. Contractor shall perform this Agreement as an independent
contractor and nothing herein contained shall be construed to be inconsistent with that relationship
or status. Nothing in this Agreement shall in any way be construed to appoint or constitute
Contractor as the agent, employee or representative of City. The manner and method of
completing the work undertaken by Contractor shall be determined in its sole discretion.
7.4 GOVERNING 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.
7.5 REMEDIES NOT WAIVED. Contractor agrees that the work specified shall be completed
without further compensation except as provided in this Agreement. The acceptance of work and
the payment for it shall not be held to prevent maintaining an action for failure to perform such
work in accordance with the Agreement. Payment shall not be a waiver by City of any claims for
breach or default.
7.6 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.
7.7 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, such
consent not to be unreasonably withheld, and any attempted assignment without such consent shall
be considered null and void. However, Contractor may assign its obligations to provide
Emergency Medical Services hereunder to a wholly owned subsidiary of Contractor or to a parent
or affiliate corporation or a wholly owned subsidiary of the same; provided, however, that
Contractor shall remain primarily liable after such assignment for all of the obligations of
Contractor hereunder, and provided further that Contractor shall not dispose of any interest in such
assignee without the prior written approval of the City. The City and Contractor each binds itself,
successors, assigns, and legal representatives of such party in respect to all covenants, agreements,
and obligations contained herein.
7.8 VENUE. All claims, disputes and other matters in question between the Contractor and the City
arising out of or relating to the Agreement, or the breach thereof, shall be decided in the Superior
Court of Richmond County, Georgia. The Contractor, by executing this Agreement, specifically
consents to jurisdiction and venue in Richmond County and waives any right to contest the
jurisdiction and venue in the Superior Court of Richmond County, Georgia.
7.9 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.
7.10 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,
-23-
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:
A ugusta, Georgia
Attention: Administrator
801 Municipal Bldg.
530 Greene Street
Augusta, Georgia 30911
Telecopier Number (706) 821-2819
Rural Metro Ambulance
Attention: Regional General Manager
1220 West Wheeler
Parkway Suite K
Augusta, Georgia 30909
Telecopier Number (706) 821-4625
The notification addresses listed above can be changed by either party with written notice to the
other party.
7.11 ENTIRE AGREEMENT/OTHER AGREEMENTS. 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 otherwise. No modification
of this Agreement shall be valid unless in writing and signed by each of the parties hereto. This
Agreement shall not supercede or affect other agreements between the City and Contractor for
compensation to Contractor for services other than responding to 9-1-1 Calls, except as
specifically provided in such agreements.
7.12 MODIFICATIONS AND WAIVERS. Neither this Agreement nor any term hereof may be
changed, waived, discharged or terminated orally, but only by an instrument in writing signed by
the party against whom the enforcement of the change, waiver, discharge or termination is sought.
7.13 CAPTIONS. Captions to the Articles and Sections of this Agreement are for convenience of
reference only and in no way define, limit, describe or affect the scope or intent of any part of this
Agreement.
7.14 LIMITATION ON LIABILITY. Under no circumstance shall Contractor be liable to City for
any special, incidental, consequential, indirect or exemplary losses or damages pertaining in any
way to the provision of services under this Agreement.
7.15 FORCE MAJEURE. Neither party shall be responsible for any loss or damage resulting from
any delay or failure in performing any provision of this Agreement if the delay or failure resulted
from:
a. Compliance with any law, rule, ruling, order, regulation, requirement or instruction of any
government or any department or agency thereof;
b. Acts of God; and
c. Third party acts which interfere with Contractor's ability to perform hereunder.
Any delay resulting from any of such causes shall extend performance accordingly or excuse
performance in whole or in part, as may be necessary.
-24-
7.16 COUNTERPARTS. This Agreement may be executed in several counterparts, each of which
shall be an original, but all of which shall constitute one and the same instrument.
7.17 EXECUTION BY FACSIMILE, DELIVERY OF ORIGINAL SIGNED AGREEMENT.
This Agreement may be executed by facsimile, in counterparts. Each party to this Agreement
agrees to deliver two original, inked and signed Agreements within two days of faxing the
executed last page hereof.
7.18 NO ESTIMATED BUSINESS VOLUME. City makes no representations concerning the
number of emergency and non-emergency calls or transports, quantities or length of long distance
transfer service, or frequency of special event coverage, which will be associated with this
Agreement.
7.19 INDEMNIFICATION BY CITY. To the extent allowable by law, City hereby agrees to defend,
indemnify and hold harmless Contractor and its officers, employees, and agents, from and against
any and all losses (including death), third party claims, damages, liabilities, costs and expenses
(including but not limited to all actions, proceedings or investigations in respect thereof and any
costs of judgments, settlements, court costs, attorney's fees or expenses, regardless of the outcome
of any such action, proceeding, or investigation), caused by, relating to, based upon, or arising out
of any act or omission by City, its Commissioners, officers, employees, contractors,
subcontractors, assigns or agents, or otherwise in connection with the City's acceptance,
performance, or nonperformance of its obligations under this Agreement. Nothing contained in
this Agreement shall be construed to be a waiver of the City's sovereign immunity or any
individual's qualified good faith immunity.
7.20 INDEMNIFICATION BY CONTRACTOR. To the extent allowable by law, Contractor hereby
agrees to defend, indemnify and hold harmless City, its Commissioners, officers, employees, and
agents, from and against any and all losses (including death), third party claims, damages,
liabilities, costs and expenses (including but not limited to all actions, proceedings or
investigations in respect thereof and any costs of judgments, settlements, court costs, attorney's
fees or expenses, regardless of the outcome of any such action, proceeding, or investigation),
caused by, relating to, based upon or arising out of any act or omission by Contractor, its directors,
officers, employees, subcontractors, successors, assigns or agents of Contractor, or otherwise in
connection with Contractor's acceptance, or the performance or nonperformance, of its obligations
under this Agreement and Contractor's operation of the EMS System.
7.21 INDEMNIFICATION OF CONTRACTOR. In the event of an emergency takeover, to the
extent allowable by law, the City shall indemnify, hold harmless, and defend Contractor against
any and all claims arising out of the City's use, care, custody, and control of the vehicles,
equipment and stations and negligent use of the vehicles and equipment. Subject to the foregoing,
the City shall have the right to authorize the use of the vehicles and equipment by another
company. Should City require a substitute provider to obtain insurance on the vehicles and
equipment, or should the City choose to obtain insurance on the vehicles and equipment,
Contractor shall be a "Named Additional Insured" on the policy, along with appropriate
endorsements and cancellation notice rights.
-25-
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed under seal
by their authorized representatives on the day and year first above written.
AttestrJt;~
lerk
[ SEAL]
Attest: ~
As Secretary
[CORPORATE SEAL]
-26-
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BOBBY JONES EXPRESSWAY
INTERST ATE S20
Exhibit "B"
COMMUNICATIONS SYSTEM SERVICE LEVEL SERVICE AGREEMENT
THIS AGREEMENT, as it may be amended from time to time by the parties hereto, the same
being EMS Ventures, Inc., a Georgia Corporation d/b/a Rural/Metro Ambulance
("Rural/Metro") and The City of Augusta, Richmond County, Georgia ("City"), is part of and
incorporated in that CONTRACT BETWEEN AUGUSTA-RICHMOND COUNTY AND EMS
VENTURES, INC. d/b/a RURAL/METRO AMBULANCE, dated January 1,2002 and effective
January 1,2002.
1. AMENDMENT AND REVISION
1.1 This Agreement is subject to amendment and revision as the parties may find necessary
from time to time to best provide for economy, efficiency, and benefit to the public
welfare of the citizens of Augusta-Richmond County.
1.2
(a) Changes to this Agreement can be made with the written consent of the Director
of 9-1-1, and the Regional General Manager for Rural/Metro (or other person
designated by Rural/Metro), provided that this Agreement shall not be interpreted
or amended to cont1ict with the Contract in any way.
(b) The provisions of the Contract are hereby incorporated by reference, including the
definition of terms.
2. COUNTY'S RESPONSIBILITIES
2.1 The City shall receive emergency ambulance service requests through the Augusta 9-1-1
PSAP and dispatch the Rural/Metro ambulance appropriate for the request in accordance
with the modified version of the Priority Dispatch, Emergency Medical Dispatch System
and in conjunction with Augusta 9-1-1 Standard Operating Procedures (SOPs).
2.2 The City shall provide daily written or electronic reports to Rural/Metro detailing the
following information:
(a) Total number of911 Calls for emergency medical services
(b) Total number of 911 Calls resulting in the dispatch of a Rural/Metro Ambulance
(c) Total number of 911 Calls resulting in the arrival of a Rural/Metro ambulance on-
scene
(d) Total number of 911 Calls resulting in a patient transport by Rural/Metro,
including a breakdown by destination facility
2.3 An end-of-month report listing the items in paragraph 2.2 shall be provided by the close
of business on the tenth (10) business day of the following month.
Exhibit "e"
2.4 Within thirty (30) days of receiving Rural/Metro's request for response time exemptions
based on the reports listed in paragraph 2.2, the Augusta 9-1-1 Center shall respond with
a list of the requested exemptions to which it objects. If no objection is filed within this
time, the requests for exemption(s) shall be granted. Rural/Metro shall have five (5)
business days to appeal any objection by the County Administrator or designee, whose
decision shall be final.
2.5 The City shall participate in periodic Quality Assurance/Improvement initiatives with
Rural/Metro to continually improve the operational level of services provided under the
Contract.
2.6 The City shall provide one (1) telephone and radio-equipped dispatch console in the
PSAP for dispatching Rural/Metro's units, designated as 9-1-1 Responders, twenty-four
hours a day, seven days a week.
2.7 The City shall provide Rural/Metro reasonable access to computer records, audiotapes,
document/tape retention and destruction policies, and any other documentation pertaining
to the City's dispatch of Rural/Metro for the purposes of Quality Assurance/Improvement
audits. Reproduction of any and all requests will require written request by Rural/Metro
in conformity with Georgia's Open Records Act.
2.8 The Augusta 9-1-1 PSAP shall designate a senior management official who will be
available to Rural/Metro twenty-four hours a day, seven days a week to address issues of
concern.
3. RURAL/METRO'S RESPONSIBILITIES
3. I Rural/Metro shall provide a written System Status Management Plan (SSMP) to the
Augusta 9-1- I PSAP detailing the number of ambulances on-duty and available for
emergency response twenty-four hours a day, seven days a week, and shall also provide
the Augusta 9-1-1 Center with a daily roster of ambulance crews. Changes to the written
System Status Management Plan will be submitted to the Assistant Director of the
Augusta 9-1-1 Center a minimum of 15 days prior to the requested implementation for
reVIew.
3.2 Rural/Metro shall notify the Augusta 9- 1-1 PSAP of the status of every ambulance
assigned to the area for emergency ambulance response on a continuous real-time basis.
3.3 Rural/Metro shall designate a senior management official who will be available to the
City twenty-four hours a day, seven days a week to address issues and concerns of the
City.
3.4 Rural/Metro shall assign a representative to attend the Augusta 9-1-1 Medical Dispatch
Review Committee.
3.5 Rural/Metro shall request exemptions to response time exceptions within 5 business days
of receiving the end-of-month report.
3.6 Rural/Metro shall provide the Augusta 9-1-1 PSAP with information concerning any
back-up provider utilized by Rural/Metro. Such information shall include the name of
the company, 24-hour contact information, radio system and frequencies used, and a
management level employee to contact. Any change in this information, including a
change in providers, must be communicated to the Augusta 9- 1-1 CPSAP Assistant
Director prior to the change when feasible, but in any event, no later than 24 hours after
the change is made.
4. OTHER PROVISIONS
4.1 Agreement to Meet. The Augusta 9-1- I PSAP and Rural/Metro agree to meet at least
monthly to review the services provided under the Contract and this Agreement. During
the first three months of the Contract, meetings will occur at least once a week.
4.2 External Communications. The Augusta 9-1-1 PSAP and Rural/Metro agree to mutually
notify each agency regarding communications relating to the services provided under this
Agreement, including but not limited to press inquiries and press releases.
4.3 Dispatch Agreements with Other PSAPs. The City agrees to include Rural/Metro in the
negotiation of any written agreements with other PSAPs concerning the direct dispatch of
Rural/Metro ambulances. Rural/Metro will not enter into any such agreements without
the City's consent..
4.4 Standard Operating Procedures. The County and Rural/Metro shall work together to
continually improve the Standard Operating Procedures used by the Augusta 9-1-1 PSAP
in the dispatch of Rural/Metro ambulances and shall cooperate in training Augusta 9-1-1
PSAP and Rural/Metro employees regarding the same. (See attachment 1)
This Agreement, which supercedes previous versions under the Contracts, was approved on
by:
RURAL/METRO
Augusta 9-1-1 Center
By:
By:
Douglas Hooten
Regional General Manager
Phillip K. Wasson, Director
Augusta 9-1-1 Center
Rural/Metro Ambulance
Kev Personnel
Augusta, Georgia
Division General Manager-
Douglas Hooten
Market General Manager -
Emie Doss
Augusta Operations Manager -
Matt Paynter
Augusta Medical Director -
Dr. E. Glenn Bridges
Augusta Clinical Coordinator -
Courtenay Williamson
Augusta Fleet/Logistics Manager -
Gene Peebles
Augusta Human Resources -
Mary Dyke
Agreement for 9-1-1 Ambulance
Response and
Emergency Medical Services
Exhibit "D"
Rural/Metro Ambulance
Fees and Patient Charges
~Qti~f~fi3::,jj
$ 380.36
$ 308.70
$ 630.00
$ 6.81
$ 6.81
$ 6.81
$ 63.00
$ 13.39
$ 43.31
$ 55.13
$ 23.63
$ 66.15
$ 164.27
$ 55.11
$ 20.74
$ 24.26
$ 18.38
$ . 17.64
$ 48.51'
$ 41.90
$ 50.72
$ 24.26
$ 43.00
$ 38.59
$ 47.36
$ 28.67
$ 55.13
$ 24.41
$ 69.41
Agreement for 9-1-1 Ambulance Response and
Emergency Medical Services
Exhibit "E"
Exhibit "F"
Standards for Accreditation of Ambulance Services
Section 203
(to be supplied)
Agreement for 9-1-1 Ambulance
Response and
Emergency Medical Services
Exhibit "F"
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EXHIBIT G
CONTINGENT LEASE AGREEMENT
TIDS CONTINGENT LEASE AGREEMENT (the "Lease") is made and entered into
this _ day of , by and between EMS Ventures, Inc., a Georgia
corporation, d/b/a RuraIlMetro Ambulance (the "Lessor"), and Augusta, Georgia, a political
subdivision of the State of Georgia (the "Lessee").
. RECITALS
WHEREAS the parties have entered into that certain Agreement for 9-1-1 Ambulance
Response and Emergency Medical Services dated -' 2002 (the "Contract");
WHEREAS the Contract provides, under certain contingencies, for the Lease of the
vehicles and equipment used by Lessor in Augusta, Georgia, to Lessee.
WHEREAS the parties desire to state the terms of such a contingent lease of vehicles
and equipment;
NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained in the Contract and herein, and other co~ideration not stated herein, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. LEASE: Lessor hereby. leases to Lessee and Lessee hereby leases from Lessor the motor
vehicles described in Schedule "A" attached hereto (the "Ambulances"), the equipment
contained in each Ambulance and described in Schedule "B" attached hereto (the
"Equipment"), and the motor vehicles described in Schedule "c" attached hereto (the
"Supervisor Vehicles"), (collectively, the Ambulances and Supervisor Vehicles are
referred to as the "Leased Vehicles").
2. TERM: The Leased Vehicles and Equipment shall be leased for the term of a takeover
period under Section 6.2(a) of the Contract, however, in no event shall the term be in
excess of 12 months.
3. RENT: Lessee shall pay Lessor montWy rent for the Leased Vehicles and Equipment
commencing on the date that any such Leased Vehicles and/or Equipment have been
made available for Lessee's use, either in the context of an Emergency Takeover as set
forth in Section 6.2(a) of the Contract or as otherwise mutually agreed. Lessee shall pay
Lessor and Lessor's obligees, as rent for the use of the Leased Vehicles and Equipment, a
montWy rental payment equal to the aggregate montWy amount of Lessor's rent and debt
service on the Leased Vehicles and Equipment. Upon the request of Lessee, Lessor shall
provide documentation .of the debt service on said Leased Vehicles and Equipment and
Lessee shall have the right to audit all such documentation, provided however that such
audit shall not interfere with the payment of the rent due hereunder. Lessee shall disburse
the rent payments directly to Lessor's obligees. However, the Lessee shall remit to
;
Lessor, the amount of rent, if any, in excess of the payments to Lessor's obligees. In the .
event any or all of the Leased Vehicles or Equipment is unencumbered, the Lessee shall
pay Lessor the prorated fair market monthly rental value of such Le~ed Vehicles and
Equipment on the first day of the next month and full monthly rental value on the first
day of each month thereafter.
4. AMBULANCE AND EQUPMENT DESCRIPTION: Each Ambulance shall contain
the equipment required for the operation of an ALS ambulance under the Rules of the
Georgia Department of Human Resources.
5. VEmCLE USE: The Leased Vehicles shall be used by Lessee solely for the provision
of Emergency Medical. Services in Augusta, Georgia under the Emergency Takeover
provisions of the Contract. Lessee shall maintain all necessary licenses, permits, and
registrations for the Leased Vehicles. The Leased Vehicles shall be operated by a safe,
competent and duly licensed driver, selected, employed and under the supervision of
Lessee. The Lessee and its drivers shall be solely responsible for individual fines and
penalties for parking, traffic and speeding violations. If the Lessor is required to pay any
fine or summons, it may bill the Lessee for the same. Lessee shall comply with all
statutes, ordinances, rules and regulations concerning this operation and use of the
Ambulances.
6. DELIVERY AND ACCEPTANCE: Upon notification of an Emergency Takeover by
Lessee, Lessor shall, within seventy-two hours (72), deliver to Lessee, at the locations set
,forth in Lessees' notice, the Leased Vehicles and Equipment. Lessee shall inspect the
Leased Vehicles and Equipment and if found acceptable shall accept the same on the date
they are delivered and ready for use. Lessee's acceptance of the Leased Vehicles and
Equipment shall be conclusively and irrevocably evidenced by Lessee's use of the Leased
Vehicles and Equipment. This Lease is a net lease and all of Lessee's obligations under
this Lease shall be paid and performed by Lessee irrespective of any setoff, counterclaim,
recoupment, defense or other right which Lessee may have against Lessor, the supplier of
the Leased Vehicles, the supplier of the Equipment or any other person.
7. ACCEPTANCE OF LEASE: Lessee acknowledges that Lessor shall not become
contractually bound by this Lease until an Emergency Takeover under the Contract has
occurred and the Lease is executed by an authorized representative of Lessor.
8. DISCLAIMER OF WARRANTIES: Lessee acknowledges that Lessor is not the
manufacturer of the Leased Vehicles or Equipment, and Lessee represents that Lessee
has inspected the Leased Vehicles and Equipment and elected to use them based upon its
own judgment and disclaims any reliance upon any statement or representations made by
Lessor. LESSOR HAS NOT MADE AND SPECIFICALLY DISCLAIMS ANY
REPRESENTATION OR WARRANTY OF ANY KIND DIRECTLY OR
INDIRECTL Y, EXPRESS OR IMPLIED, WITH RESPECT TO FITNESS FOR
THE PARTICULAR PURPOSES AND USES OF LESSEE, OR OTHERWISE.
Lessor shall not be liable to Lessee for any loss, damage, or expense of any kind or nature
C;iMy1lo<:uD&rD\Jo--.:aJ,-rOl~~\,f.C'()'nv2,C~l_~(p.l[.O.JS8(.l:1mmaa~b
- 2 -
. ....',,;.....
caused directly or indirectly by any of the Leased Vehicles or Equipment leased
hereunder or for any damage based on strict or absolute tort liability or Lessor's
negligence. NO DEFECT OR UNFITNESS OF THE LEASED VEIDCLES OR
EQUIPMENT SHALL RELIEVE LESSEE OF THE OBLIGATION TO PAY
RENT OR ANY OTHER OBLIGATION UNDER TIDS LEASE. Lessor agrees, to
the extent they are assignable, to assign to Lessee, without recourse to Lessor, any
warranties received by Lessor with respect to the Leased Vehicles and Equipment.
9. ASSIGNMENT: Lessor may assign this Lease and its assignee may also assign the
same. All rights of Lessor hereunder shall be succeeded to by any assignee here<;>f and
said assignee's title to this Lease, to the rental herein provided for and to the Leased
Vehicles and Equipment shall be free form all defenses, setoffs or counterclaims of any
kind or character which Lessee may be entitled to assert against Lessor, if being
understood and agreed that any assignee of Lessor does not assume any obligations of the
Lessor herein named. It is further understood and agreed, however, that Lessee may
separately claim against Lessor as to anY,matters which Lessee may be entitled to assert
against Lessor.
Lessee may not, without Lessor's prior written consent, by operation of law or otherwise,
assign, transfer, pledge, hypothecate or otherwise dispose of this Lease, the Leased
Vehicles and Equipment or any interest of Lessee therein. However, Lessee shall be
allowed to authorize the use of Leased Vehicles and Equipment by a substitute vendor so
long as the substitute vendor rust executes this Lease as a co-obligor and obtains required
insurance on the vehicles and equipment naming Rural/Metro as a "Named Additional
Insured" with appropriate endorsements and cancellation notice rights.
10. JOINT AND SEVERAL LIABILITY: The term "Lessee" as used herein shall mean
and include any and all Lessees who have signed this Lease, each of whom shall be
jointly and severally liable.
11. TITLE, PERSONAL PROPERY: The Leased Vehicles and Equipment are and at all
times shall remain the sole and exclusive property of Lessor. No right, title or interest in
the Leased Vehicles or the Equipment contained therein shall pass to Lessee other than
the right to maintain possession and use of the Leased Vehicles and the Equipment for
the fulllease term conditioned upon Lessee's compliance with the terms and conditions of
this Lease. Lessee covenants and agrees that the Leased Vehicles and Equipment are and
will at all times remain the property of Lessor regardless of their use or the manner of its
use.
12. LOCATION, INSPECTION: The Lessor shall have the right from time to time to
confirm the existence, condition, and proper maintenance of the Leased Vehic1es and
Equipment. Lessee shall provide Lessor with the exact location of said Leased Vehicles
and Equipment upon request.
13. MAINTENANCE AND REPAIR: Lessee, at Lessee's own cost and expense (except
where covered by the manufacturer's warranty, if any), shall keep the Leased Vehicles
C:\My ~\F"'" )'Ca"OJ'.o.m- Doxarn::m\f.COwor1.CcaiaJcd ~ ~(EK. 0 .J!B~).doc
- 3 -
and Equipment in good repair, condition and working order, ordinary wear and tear only
excepted, and shall furnish all-parts, mechanisms, devices and servicing required therefor.
All replacement parts and repairs at any time made to or Placed upon the Leased Vehicles
or Equipment shallbecoine the property of Lessor. Lessee may, with Lessor's prior
written consent, make such alterations, modifications or additions to the Leased Vehic1es
or Equipment as Lessee may deem desirable, provided the same shall not diminish the
value or utility of the Leased Vehicles or Equipment, or cause the loss of any warranty
thereon or any certification necessary for the maintenance thereof, and shall be readily
removable without causing damage to the Leased Vehicles or Equipment. Upon return to
Lessor of the Leased Vehicles to which such alterations, modifications or additions have
been made upon request from Rural/Metro, Lessee shall remove the same and restore the
Leased Vehicles to their original condition, reasonable wear and tear only being
excepted.
14. TAXES: Lessee shall pay directly, or to Lessor if Lessor requests, all license and
registration fees and all other taxes and charges, however designated, which may not or
hereafter, during the term of this Lease, be imposed by any governmental body or agency
upon this Lease or the ownership, leasing, rental, sale, purchase, possession or use of the
Leased Vehicles and Equipment, whether assessed to Lessor or Lessee and whether due
before or after termination of this Lease, excluding, however, all taxes on or measured by
the net income of Lessor. All required ad valorem tax returns relating to the Leased
Vehicles and Equipment shall be filed by Lessee, unless otherwise agreed in writing.
15. INDEMNITY: Lessee does hereby assume liability for and does agree to indemnify,
defend, save and keep harmless Lessor (including Lessor's parents, subsidiaries and
affiliates and each of their officers, directors and employees; collectively, the
"Indemnities") from and against any and all liabilities, losses, damages, penalties, claims,
actions, suits, costs and expenses, including court costs and reasonable attorney's fees, of
whatever kind and nature imposed on, incurred by or asserted against the Indemnities,
which in any way relate to or arise out of the delivery, lease, possession, use, operation,
condition, and return or disposition of the Leased Vehicles and Equipment. This
provision shall survive expiration or termination of this Lease.
16. LOSS OR DAMAGE: Lessee hereby assumes and shall bear the entire risk of loss
(including theft and requisition of use) or destruction of or damage to the Leased
Vehicles and Equipment from any and every cause whatsoever, whether or not insured,
until the Leased Vehicles and Equipment are returned to Lessor. If any of the Leased
Vehicles and Equipment are damaged or lost, Lessee shall promptly notify Lessor in
writing of such fact and shall within 30 days, (a) place the same in good repair, condition
and working order; (b) pay to Lessor the estimated fair market value of the Leased
Vehicles and Equipment as of the date of damage or loss, whereupon this Lease shall
terminate with respect thereto. Any insurance proceeds received with respect to the
Leased Vehicles and Equipment shall be applied, in the event option (a) or (b) is elected,
to reimburse Lessee for the costs of repairing, restoring or replacing the Leased Vehicles
and Equipment upon receipt by Lessor of evidence, satisfactory to Lessor, that such
repair, restoration or replacement has been effected.
C:\14yOo;.cunaD'''a-l~OJ\~~\I::C'Onv.tC~~~(F...O.JS1)C~~doc
- 4 -
17. INSURANCE: Lessee shalLkeep the Leased Vehicles and Equipment insured against
theft and all risks of loss or damage from every cause whatsoever for not less than the
replacement cost of the Leased Vehicles and Equipment and shall carry public liability
insurance, both personal injury and property damage, covering the Leased Vehicles and
Equipment and their use. Said insUrance shall be in the form and amount in the amounts
set forth in the Contract. Such insurance for theft, loss or damage shall name Lessor as
Loss Payee, and such liability insurance shall name Lessee as Named Insured and Lessor
as a Named Additional Insured. Lessee shall pay the premiums therefor, be responsible
for all deductible portion thereof, or other evidence satisfactory to Lessor, of such
insurance coverage. Lessor, however, shall be under no duty to ascertain the existence of
or to examiner such insurance policies or to advise Lessee in the event such insurance
coverage shall not comply with the requirements hereof. Each insurer shall agree by
endorsement upon the policy or policies issued by it or by independent instrument
furnished to Lessor\ that it will give Lessor thirty (30) days written notice prior to the
effective date of any alteration or cancellation of such policy. The proceeds of such
insurance payable as a result of loss or damage to the Leased Vehicles and Equipment
shall be applied as set out in paragraph 15, hereof. Lessee hereby irrevocably appoints
Lessor as Lessee's attorney-in-fact to make claim for, receive payment of, and execute
and endorse all documents, checks or drafts received in payment for loss or damage
under any said insurance policies.
18. DEFAULT: If (a) Lessee shall default in the payment of any rent or in making any other
payment hereunder when due, or (b) Lessee shall default in any agreement or in payment.
when due of any indebtedness or Lessee to Lessor or any affiliate thereof arising
independently of this Lease, or (c) Lessee shall default in the performance of any other
covenant herein and such default shall continue for ten (10) days after written notice
thereof to Lessee by Lessor, then such event or occurrence shall be deemed an event of
default.
19. REMEDIES: Upon the occurrence of any event of default, Lessor may exercise, at is
sole discretion, anyone or more of the following remedies: (a) proceed by appropriate
court action to enforce performance by Lessee of the applicable covenant or to recover
damages for the breach thereof; (b) sue for and recover all rent and other payments then
accrued or thereafter accruing under this Lease; or (e) pursue any other remedy at law or
in equity. Lessee agrees to pay Lessor all costs and expenses, including reasonable
attorney's fees, incurred by Lessor in exercising any of its rights or remedies hereunder
or enforcing any of the terms and conditions of this Lease.
21. RETURN OF VEHICLES AND EQUIPMENT: Upon expiration of the Takeover
Period or other termination pursuant to the terms of this Lease, Lessee shall immediately
return the Leased Vehicles and Equipment to Lessor ~n as good a condition as received,
less normal wear, tear and depreciation. The Leased Vehicles and Equipment shall, at
Lessee's sole expense, be delivered to Lessor's address shown herein or such other place
as Lessor reasonably requests. Should Lessee not return the Leased Vehicles and
C:IM}~ttt.:al~OJInu.c-~,f.(:(]'hv1.~lA:Dc~tEx.O.JSD(.<xDml:IltI).D;x
- 5 -
Equipment at the end of the Takeover Period, Lessee shall continue to pay rent to Lessor
in the sum and on the due dates set out in this Lease as a month to month lease term uritil
returned by Lessee or until returned upon demand therefor by Lessor. Should Lessee fail
to return the Leased Vehicles and Equipment within 30 day of such demand by Lessor,
Lessor may recover from Lessee the replacement value of the Leased Vehicles and
Equipment.
22. LESSOR'S PAYMENT: In the event Lessee fails to pay any taxes due pursuant to
paragraph 13 hereof, or other amounts due hereunder, or to perform any of its obligations
under this Lease, Lessor may, but without any obligations to do so, pay such amounts or
perform such obligations. Lessee shall reimburse Lessor, upon demand, the amoUnt of
such payment or cost of such performance and Lessee's failure to do so shall be the same
as failure to pay any installment of rent hereunder.
23. ENTIRE AGREEMENT; NON-WAIVER; SEVERABILITY: This lease contains
the entire agreement and understanding between Lessee and Lessor relating to the subject
matter hereof. No agreements or understanding shall be binding on the parties hereto
unless set forth in writing and signed by the parties. Time is of the essence in this Lease.
No waiver by Lessor or any breach or default shall constitute a waiver or any additional
or subsequent breach or default by Lessor not shall it be a waiver of any of Lessor's
rights. Any provision of this lease which for any.reason may be held unenforceable in
any jurisdiction shall,. as to such jurisdiction, be ineffective to the extent of such
unenforceability with invalidating the rennining provisions of this Lease, and any such
unenforceability in any jurisdiction shall not render unenforceable such provision in any
other jurisdiction. The provision of this Lease shall be binding upon and shall inure to
the benefit of the permitted assigns, successors, heirs and personal representatives of
Lessee.
24. NOTICES: Written notices to be given hereunder shall be deemed to have been given
when delivered personally or deposited in the United States mails, certified, postage
prepaid, addressed to such party at its address set forth below or at such other address as
such party may have subsequently provided in writing.
If To Lessor:
RurallMetro Ambulance
1220 West Wheeler Parkway, Suite K
Augusta, GA 30909
Attn: Regional General Manger
If To Lessee:
Augusta, Georgia
801 Municipal Bldg.
530 Greene Street
Augusta, GA 30911
Attn: Administrator
C:\My~1.w>-OJ~~.C~~~(b.O.ISU~)."'"
- 6 -
.,
25. CHOICE OF LAW AND VENUE: This lease shall be deemed to have been made in
the state of Georgia and shall be governed by and constrUed in accordance with the laws
of the state of Georgili.AlI claims, disputes and other matters in question between Lessor
and Lessee arising out of or relating to this agreement, or the breach thereof, shall be
decided' in the Superior Court of Richmond County, Georgia. The parties through the
execution of this agreement, specifically consent to the jurisdiction and venue of
Richmond County Georgia, and waives any right to contest the jurisdiction and venue in
the Superior Court of Richmond County, Georgia.
26. AUTHORIZATION: Lessee represents and warrants to Lessor that Lessee has
complete and unrestricted power to enter into this Lease and that the persons executing
this Lease have been duly authorized to execute the same on behalf of Lessee.
LESSOR:
LESSEE:
EMS VENTURES, INC., a Georgia
corporation, d/b/a RuraI/Metro Ambulance
AUGUSTA, GEORGIA
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- 7 -
Schedule "A"
Ambulances
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I .
Schedule "B"
Ambulance Equipment
.~ '. -~._-'
i~"''".Lr:.~~c \: ~";'~; .~ i{4lll~l ,J~
1 Mounted Electric or ManifoldQQerated Suction Aspirator 1
2 Portable Suction Aspirator 1
3 Sterile Suction Catheters 4
4 Irrigation Liquids, 1000 ml. 2
5 Bag-Valve Resuscitator 1
6 Pediatric Bag-Valve Resuscitator 1
7 Adult Non-Rebreathing Oxygen Mask 2
8 Adult Rebreathing Oxygen Mask 2
9 Pediatric Oxygen Mask 2
10 Nasal Cannula 2
11 Oxygen Supply Tubing 2
12 Esophageal Obturator Airway 1
13 Oxygen - fixed "M" cylinder 1
14 Oxygen - portable "0" cylinder 1
15 Oxygen - spare portable cylinder 1
16 Triangular Bandages 2
17 Universal Dressings 2
18 Sterile Gauze Pads - 4" x 4" 12
19 Bandages - soft roller 2" to 4" by 5 yards 3
20 Bandages - soft roller 6" by 5 yards 2
21 Elastic Bandages - Assorted sizes 3
22 Sterile, Individually Wrapped, Vaseline Gauze Pads 4
23 Rolls of Adhesive Tape 4
24 Aneroid Sphygmanometer wiped iatric, adult and obese cuffs 1
25 Stethoscope 1
26 Glucose Monitorinq Device 1
27 Extremity Immobilization Devices - 2 full arms and 2 full legs 4
28 Pneumatic Anti-Shock Garment - 1-adult and 1-pediatric 2
29 Short Spinal Extrication Device - KED or equivalent 1
30 Pediatric Immobilization Device or Short Spine Board 1
31 Spine Boards - 16" x 72" with at least 3 straps 2
32 Lateral Cervical Immobilization Devices 2
33 Cervical Immobilization Collars - 2 each size adult, medium and child 6
34 Traction Splint 1
35 Pillow 1
36 Multi-Level Cot 1
37 Blankets 2
38 Waterproof Patient Covers 2
39 Flashlight 1
40 Fire Extinguisher - 10 Ibs. A-B-C 1
41 Emesis Basins or Bags 2
42 Restraints - 2 ankle and 2 wrist 4
43 Shears 1
44 Clean wrapped Sheets 2
45 Nonporous Infant Insulating Device 1
46 Obstetrical Kit 1
47 IV Solution Kit 1
48 Sharps Container 1
49 Each appropriate collar Blood Collection Tubes 2
50 Emergency Response Guidebook - DOT 1
51 Spring-Loaded Center Punch . 1
, .
Schedule "B"
Ambulance Equipment
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...;
<'Itemf::';;':,.
Rescue Ax or Halligan Tool
6" or 8" Flathead Screwdriver.
3 lb. Hammer
Hacksaw w/2 extra blades
Roll of Duct Ta e
One Ton Come-A-Long
Pair "Safet "Gog les or Helmet w/Shield
Pair work or leather Gloves
Endotracheal Tubes
Cardiac Monitor Defibrillator
Drug Kit
2
. .
Schedule "e"
Supervisors Vehicles
\
loLj~/o'-f
Stephen E. Shepard
County Attorney
701 Greene Street, Suite 701
Augusta, Georgia 30901
(706) 724-6597
Fax (706) 722-4817
Memo
To: NJ fi.'(JJdi
Date: I ;r-j23! 01
From: Stephen E. Shepard, County Attorney
Mess.ge /J)hJ J MMCW k"l~:I (!jvl~~
(J1~~ 67<frJ irA ~ <J-
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~Y'
Rural/Metro"
Corporation
50 Years of Serving Others
November 11,2004
VIA OVERNIGHT DELIVERY
Mr. Doug Hooten
E.M.S. Ventures, Inc.
1220 West Wheeler Parkway
Suite K
Augusta, GA 30909
RE: Performance Bond - City of Augusta
Dear Doug:
Enclosed is the original performance bond in the amount of $1,500,000.00 for the period
January I, 2005 through December 31, 2005. I am also enclosing an original acknowledgement
letter to be signed by a representative of the City of Augusta. Please deliver the bond to the
appropria~on and have that person sign the acknowledgement letter; the copy I have
inCIUcI@lS for their file. -----
Please return the old bond and the original of the signed acknowledgement letter to me at
your earliest convenience. If you have any quest;ons, please feel free to contact me. Thank you
for your assistance.
Very truly yours,
~~
Susan Atkinson
Executive Assistant
/sa
Enclosures
8401 E. Indian School Rd.
Phone (480) 994-3886
Scottsdale, Arizona 85251
Fax (480) 606-3328
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Rural/Metro"
Corporation
50 Years ot Berlllng Others
C6 y?~ -
November 11,2004
VIA HAND DELIVERY
Re: Acknowledgement of Performance Bond and Delivery
To Whom It May Concern:
E.M.S. Ventures, Inc. dba Rural/Metro Ambulance ("Rural/Metro") hereby delivers and the City
of Augusta, Georgia ("Customer") accepts the attached Performance Bond in the amount of
$1,500,000.00, as required by and in compliance with that certain 9-1-1 Ambulance Response
and Emergency Medical Services ("Contract"). To the extent the attached performance bond is a
renewal or. replacement bond, acceptance of the attached performance bond immediately
terminates any other existing and outstanding bond currently held for the benefit of Customer
relating to the Contract. Upon request of Rural/Metro, Customer shall return the signed original
of such previous outstanding bond being replaced.
Sincerely,
~"- ~~~
Kristine A. Beian-Ponczak
Treasurer, E.M.S. Ventures, Inc.
tt
Agreed and acknowledged by Customer:
By: .kLA L /L4
Nan/' r)L)t.d.A/lf(; l L /Zt....Jj.l-1/
Title: 1:-",,1,,( \ /1 d~" ~
Date: J/l.. /2,)/c '1
,
8401 E. Indian School Rd. Scottsdale, Arizona 85251
Phone (480) 994-3886 Fax (480) 606-3328
Confidential
City of Augusta Bond Acknowledgemenlll-I 1-04.doc
. ",
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'J. . .
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Rural/Metro"
Corporation
50 Yeal's of Sel'ving Othel's
November 11, 2004
'VIA HAND DELIVERY
Re: Acknowledgement of Performance Bond and Delivery
To Whom It May Concern:
E.M.S. Ventures, Inc. .dba Rural/Metro Ambulance ("Rural/Metro") hereby delivers and the City
of Augusta, Georgia ("Customer") accepts the attached Performance Bond in the amount of
$1,500,000.00, as required by and in compliance with that certain 9-1-1 Ambulance Response
and Emergency Medical Services ("Contract"). To the extent the attached performance bond is a
renewal or replacement bond, acceptance of the attached performance bond immediately
terminates any other existing and outstanding hond currently held for the benefit of Customer
relating to the Contract. Upon request of Rural/Metro, Customer shall return the signed original
of such previous outstanding bond being replaced.
Sincerely,
~"'- ~~~
Kristine A. Beian-Ponczak
Treasurer, E.M.S. Ventures, Inc.
90fiJs
Agreed and acknowledged by Customer:
By: h~ LR~/
/;s //7 (I
Name: 7V/,~.A Ie/' L /t {.J:.J""" .
Title:
J:/f.. J/Jv-
4/4- "JJ.-
Date:
J ,..., /2- J/" -,
&-.,
8401 E. Indian School Rd.
Phone (480) 994-3886
Scottsdale, Arizona 85251
Fax (480)606-3328
Confidential
City of Augusta Bond Acknowledgement I I-I 1-04.doc
~.. ...: ,~r_ .:'... ..
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.'
City of Augusta - Performance Bond
Bond No. 40054225
KNOW ALL MEN BY THESE PRESENTS, That E.M.S. Ventures, Inc., dba Rural/Metro Ambulance, its
successors or assigns, as Principal, and Platte River Insurance Company, as Surety, are held and firmly
bound unto the City of Augusta, Georgia, as Obligee, in the penal amount of One Million Five Hundred
Thousand and No/100 Dollars, ($1,500,OOO~00).in the aggregate, in lawful money of the United States, for the
payment of which sum well and truly to be made, we bind ourselves, successors, and. assigns, jointly and
severally, firmly by these presents for actual monetary loss incurred by the Obligee.
WHEREAS, Principal has by written agreement entered into that certain "Agreement for 9-1-1 Ambulance
Response and Emergency Medical Services" with Obligee, and the Obligee' has consented to accept this
bond as security for the performance of the Contract for the specified term of this bond and subject to the
terms and conditions of this bond.
NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION is such that it shall be null and void unless all
of the following Conditions Precedent are met (i) there is an early termination of the Contract and/or a
takeover due to "Class A" default, provided that the Emergency Medical Services Authority Board (as defined
in the Contract) has first determined that reasonable grounds to believe a Class A default exist and has given
Principal an opportunity to contest the existence of a Class A default, or to cure such default, or to provide a
written plan to cure such .default, and provided _ that the Principal has first been afforded a hearing before the
County Commission (unless the Commission determines that public 'health and safety concerns require an
immediate takeover), or due to the Principal's ambulance license issued by the State of Georgia being fully and
finally adjudicated revoked prior to expiration of the Contract, and (ii) a sworn statement by the senior official(s)
of Obligee attesting to the satisfaction of each of ttie foregoing conditions precedent is delivered to Surety (the
foregoing collectively referred to as the "Conditions Precedent"); provided, however, that the event of a
takeover or early termination shall not preju9ice the Principal's or Surety's right to raise any contractual, legal
or equitable defenses related to the takeover, e~rly termination or obligations hereunder.
PROVIDED, HOWEVER, that the term of this bond shall be for the period from January 1, 2005 through
December 31, 2005, and any annual extensions of this bond shall be executed via Certificate of Continuation.
Regardless of the number of extensions of this bond the aggregate liability of the Surety is limited to the penal
amount and shall not be cumulative. The failure of the Surety to extend this bond at any annual bond
anniversary shall not in itself be the basis for a claim against the bond. Any and all claims by the Obligee shall
be reir:nbursed by the Surety on the basis of reasonable costs of takeover by the Obligee. The Obligee, with
the acceptance of this bond, acknowledges that the provisions. and conditions of this bond shall govern and
supersede any Contract language to the contrary.
No right of action shall accrue on this bond to or for the use of any person or corporation other than the
Obligee. Any suit under this bond must be instituted before the expiration of one (1) year from the date of any
violation of the contract giving rise to the suit unless such li,mitation is prohibited by any law controlling the
construction hereof, such limitation shall be deemed to be amended so as to be equal to the minimum period
of limitations permitted by such law. .
Signed and sealed on November 8, 2004.
E.M.S. Ventures, Inc.
. Platte :~~ce mpan~...,_
By.C 6l. ~ _4=:.
Name: David Sparks - - .
Title: Attorney-in-fact
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By ~~~.~ X'~ ..
Name: KAIs.r,tJe A. 8e/l:~.AJ-fJo z.AIL
Title: .,RIZ" ~tJ,(.tZ IL.. - '.
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PLATTE RIVER INSURANCE COMPANY
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS. That PLATTE RIVER INSURANCE COMPANY. il corporation of die State of Nebr~s,ka,having
. -;
its principal offices in the City of Madison, Wisconsin. does make, constitutc and appoint
DAVID SPARKS * KATHERINE E. STANTON * NEVA FRISHCOSY OF PHOENIX, ARIZONA
its true and lawful Attomcy(s)-in-facl. to make, execute, scal and deliver for and on its behalf, as surcty, and as its act and deed: any.and all bon~s,
undertakings and contracts of surctyship, provided that no bond or undcrtaking or contract of surctyship executed undci this~ authority shall exceed in
amount the sum of
ALL WRITTEN INSTRUMENT IN AN AMOUNT NOT TO EXCEED $2,500,000.00
~1;
. .i . . '--:" ~
This Power of Attorney is grantcd and is signed and scalcd by facsimile undcr and by the authority of the following Rcsolution adoptcd by the.:j:loarct: .
of Directors of PLATTE RIVER INSURANCE COMPANY at a mceting duly called and held on the 8th day of January, 2002. " '_.'
"RESOLVED, that the President, and Executive Vice-Presidcnt, the Secretary or Treasurer. acting individually or otherwise, be and they hereby are gra~t:ed
the power and authorization to appoint by a Power of Attomey for the purposes only of executing and attesting bonds and undertakings and othef"\v~itingS'
obligatory i~ the nature thereof, onc or morc vice-presidents. assistant secretaries and attomey(s)-in-faci,cach apPointce to have th~'powel,\and'duti~s "~sual.
to such officcs to the business of thc Corporation; the signaturc of such officers and seal of the Corporation may be affixed to SuS~ ~wer'()Latiomey"or to
any certificate rclating thereto by facsim,ile. and any such power of attorney or certificate bearing such facsimile signaturcs or facsimile seal shall be' valid
and binding upon the' Corporation in the future with respect to any bond or undcrtaking or othcr \vliting obligatory in the nature thereofto w~ichit;is attachcd. .
Any such appointmelll may bc revoked, for cause, or without cause, by any of said officers, at any .time." . ".
,-
IN WITNESS WHEREOF, thc PLATTE RIVER INSUR'ANCE COMPANY h.ls caused thcsc presents to be signed by its officer undersigned ~nd' its
corporatc scal'!o be hercto affixed duly attested by its President. this 8th day of January, 2002. . ~~. .
:,>1",.
Attest:
STATE OF WISCONSIN
COUNTY OF DANE
} S.S.:
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PLATTE RIVER INSURANCE COl\1PANY
CJL;)01~
h~ :i"
Thomas K. Manion
Treasurer
David F. Pauly
Prcsident and CEO
1:'1"
On the 8th day of January, 2002 beforc me personally came David F. Pauly, to mc known, who bcing by me duly'swom.did depo~6"and say; that he
resides in the County of Dane, State of Wisconsin; that he is Prcsident and CEO of PLATTE RIVER INSURANCECOMPA~, the:cofporation
described in and which cxecuted the abovc if)strument; the he knows the seal of thc said corponition; that th~ se~1 affixedtosaid'iri'stfl,ine'hl is.sudl!~
corporate seal; that it was so affixed by order of the Boatdof Dircctors of said corporation and that he signed his name thereto'by Jike brder. ',,": ',' .~
STATE OF WISCONSIN }
COUNTY OF DANE s.s.:
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CERTIFICATE
~Y.'~
~- '" "'. ',1
'J ane F. Endres. :
Notary Public. Dane Co.~~'WI
My Commission' Expires 3/23/2003 ~,?
..' '. , "- - ,>-;-,.. -.
I. the undcrsigncd. duly elected to the office statcd bclow, now the incumbent in PLATTE RIVER INSURANCE 'COMPANY, a'.,Ne.~ra,~ka'
Corporation. authorized to makc this certificatc, DO HEREBY CERTIFY that the foregoing attafhedPowcr' of Attorneyremains in full fo~fe and'has
not been revokcd; and furthelmore, that the Rcsolution of the Board of Directors. sct forth in the Power of Atlorney i~'now inIo~ce.
Signed and .sealed at the City of Madison. Slatc of Wisconsin this
8th
day of
November
.2004.,,: ~
~.~..
James W..Smirz
Assistant Secretary
THIS DOCUMENT IS NOT VALID UNLESS PRINTED ON GREEN SHADED BACKGROUND WITH A RED SERIAL NUMBER;~IN'T-HE
UPPER RIGHT HAND CORNER. THE BACK OF THIS DOCUMENT CONTAINS A WATERMARK. !F'YOU HAVE ANVQUESTIONS: .
CONCERNING THE AUTHENTICITY OF THIS DOCUMENT CALL 800-394-7806.