HomeMy WebLinkAboutGOLD CROSS EXTENSION OF AGREEMENT AMBULANCE SERVICES
CONTRACT FOR EXTENSION OF TERM OF
AGREEMENT FOR 9-1-1 AMBULANCE RESPONSE
AND EMERGENCY MEDICAL SERVICES
THIS CONTRACT ("Contract") is made and entered into this/1 day of OLL-n ~ /, 2007, by and
between GOLD CROSS EMS, Inc., a Georgia Corporation (the "Contraltor"), and AUGUST A, GEORGIA,
also known as AUGUSTA-RICHMOND COUNTY GEORGIA, a political subdivision of the State of Georgia
(the "City").
WHEREAS, Contractor is the owner and operator of 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 providing of emergency
medical services;
WHEREAS, City desires that Contractor provide responses to 9-1-1 calls for ambulance transportation and
emergency medical service within the Service Area upon the terms and conditioris set forth in the Agreement
between parties dated November 15,2005; and
WHEREAS, Contractor is willing to continue to provide ambulance response to 9-1-1 calls for emergency
medical services and medical care in conjunction therewith within the Service Area defined in said 2005
Agreement;
WHEREAS, the City had the right to extend the term of said Agreement as set forth in Article 2.1 of said 2005
Agreement.
NOW, THEREFORE, in consideration of the above recitals, premise, the mutual covenants and promises
hereinafter set forth, and other good and valuable considerations, the sufficiency of which is hereby
acknowledged, the parties agree as follows:
1. The City hereby evidences the exercise of its second option to renew said 2005 Agreement and
Contractor accepts notice of the second renewal term and stands ready, willing and able to perform the services
required of it during the second renewal term commencing on December 31, 2007.
2. The City's subsidy payment for the second renewal term shall be $1,300,000.00 payable as provided in
said 2005 Agreement.
3. The contract between the parties described herein as the "2005 Agreement", is attached hereto as Exhibit
"A" and incorporated he~ein by reference.
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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.
,t....
CONTRACTOR:
By:
~~~
As its President
Attest:
As its Secretary
[CORPORATE SEAL]
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Revised 11 ~1-()5
AGREEMENT FOR 9-1-1 AMBULANCE RESPONSE
AND EMERGENCY MEDICAL SERVICES
TIDS AGREEMENT ("Agreement") is made and entered into this i "S' day of 1J~ 2005, by and
between GOLD CROSS EMS, Inc., a Georgia Corporation (the "Contractor"), and AUGUSTA, GEORGIA,
AUGUSTA-RICHMOND COu"NTY GEORGIA, a political sUbdivision of the State of Georgia (the "City/I).
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 transp'Ortation 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 Calls for ambulance
transportation and emerg~cy 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 calls for emergency medical. services
and medical cate in conjunction therewith withiti the Service Area upon the terms and conditions. set.forthm
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 foUows:
1.1... Act means the Georgia Emergency Medical Services Act (O~C.G.A. ~31-11-1 et seq.) and the
. regulations promulgated there under by the Georgia Department of Human Resources (Ga. Camp. R. &
Regs.g290-5-30-.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 isspedallyconstructed and
equipped and is intended to be used for emergency transportation of patients.
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.
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1.5. Contract Achninistrator means the person assigned by the.City of Augusta with daily oversight of the
.. EMS Contract and shall he the CitY of Augusta Fire Chief or designee~
1.6. Department means the Georgia Department of Human Resources.
1.7. EMA Direetor means the Director of the Augusta Richmond County Emergency Management Agency.
1.8. 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
require immediate respoI1Se)~ '
1.9. . Emergency Medical Services or "EMSlI 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 appropnate
hospital.
1.10. EMSAB means the Emergency Medical Service Advisory Board to be appointed by the City
Administrator.
1.11. EMS Personnel means any licensed emergency medical technician, certified cardiac .technician,..
certified paramedic, or first responder.
1.12. EMS System means the comprehensive coordinated arrangement ofresoUTces and functions to respond
to medical emergencies and other medical needs in conjunction with providing EMS.in the Service Area.
1.13. . First Responder means an indiVidual who has successfully cOmpleted an approved .:first responder
course, with a minimum of 4() hours training.
1.14. License or Licensed means that a person or an entity has complied withal1 reqUiremf:ntsofthe A~t,the
Department, and all other regulatory bodies necessary to perform its respec~ve EMSfum:::tions;
1.15. Medical Director means the licensed physician designated as the "AmbulanceService Medi,cal
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.
1.16. Medical Program Director means.the licensed physician (or hislher designee} employed.bythe City as
the Fire Department MedIcal Director. .
1.17. 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-hospitalcare for a given cliniCal
condition.
.1.18. Mlltual Aid Agreement means a written agreement between two or more providers of Emergency
Medical Services in the sanie or contiguous counties whereby the parties agree to provide assistance to
one another under certain circumstances.
1.19. 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.
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1.20. Non-Emergencymeans a 9~l-1 Call designated as Priority Three for purposes of triage.
1.21. O.C.G.A. means Official Code of Georgia Annotated.
. .
1.22. 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 he transported in a reclining position.
1.23. Patient Charges means those amounts charged to Patients by Contractor fur services provided
hereunder.
1.24. PSAP means the 9-1-1 Public Safety Answering Point as defined by the Telecommunications Act.
1.25. Priority means the call priority number (i.e., Priority One, Two or Three) assigned to all requests for an
Ambulance received by the Contractor's Dispatch Center, pursuant to telephone algorithms and
protocols.
1.26. . Response Tilne means the elapsed time between Time~Dispatched and Time-On'-Scene,as recorded Py
the dispatching Contractor's. Dispatch Center.
1.27. Response Time Exception means a Response Time that exceeds the applicable Response Time
Standard.
1.28. Response Time Ex~tn.ptionmeans a Response Time Exception that; for reasons set furth herei~ is
excluded from the calculation of compliance with the applicable Response Time Standard.
1.29. Response Time Standard means the applicable response time performance requirement setforth herein
for response to 9-1-1 calls for emergency medical services by priority and urban and rural area;
1.30. Rural means those areas generally south of Willis Foreman Roooand Brown Road, in Augilsta
Richmond County, Georgia as shovl'n on Exhibit "A", a map captioned "EMS Response Zones January
2006 Contract", which is attached hereto and incorporated herein by reference.
1.31. Service Area means that area which is contained within the boundaries of Richmond County, Georgia,
excluding Fort Gordon.
1.32. SLA means the Service Level Agreement between the parties, as it may be .amended from. .time to time
by the Contract Administrator and the Contractor.
1.33. State means the state of Georgia and its regulatory agencies.
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 Contractor has obtained the minimum information n.ecessary
to respond (i.e. the location and chiefcomplaint)~ as recorded by the Contractor's Dispatch Center.
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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 th,e request for an ambulance.
1.37. Urban means those areas generally located north of Willis Foreman and Brown Roads, in AugUsta
Richmond County, Georgia as shown on Exhibit "A", a map captioned "EMS Response Zones January
2006 Contract", which is attached hereto and incorporated herein by reference.
EMS Contract
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EMS Contract
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r
ARTICLE II
TERM AND SCOPE OF AGREEMENT
2.1 TERM; OPTIONS TO RENEW. Theterm of this Agreement cOmmenCes oIl:December 31, 2005 at
11 :59 p.rn. and ends at 11 :59 p.m. on December 31, 2006; with an option by the City to extend the
contract ~p to two additional years in one year increments. City will notify Contractor of its exercise of
its option to renew for 2007 on or before 11 ~59 p.rn. on June 30, 2006. City will notify Contractor of its
exercise of its option to renew for 2008 on or before 11 :59 p.m. on June 30,. 2007. SaidrenewaltermS,
ifexercised, will commence on December 31, 2006 at 11 :59 p.m. /illd December 31, 200'7,respec.nvely. .
. 2.2 SCOPE OF AGREEME.1'IT/SERVICE EXCLUSIONS. During the term of this Agt~~ent,<
Contractor shall futnish quality Emergency Medical Services and appropriate patient 'caretbt<>~ghout
the Service Area in response to 9-1-1 Calls in compliance with applicable 'statutes, ruIes~ and
regulations and in accordance with medical direction and control. Such services may bepertoiD1ed
on-scene and/or en route to an.appropriate treatment facility. This Agreement does not .Co1itrdt,the
provision of non-emergency Ambulance Service by Contractor or other Ambulance Service providersip..
City.
2.3 PROVISION OF SERVICES. Contractor .shall manage all day-to-'day operations, including dispatc~
field operations, . billing, collections, purchasing and other operational. functions. . Contractor .shall. .
negotiate all Mutual Aid Agreements for the Service Area, maintain all facilities and eq~pIl').eng.
hire/terminate and provide or arrange for in-service training of all EMS Personne1;proposeandprovide
justification for rate changes, with final approval by City; manage all billing. and col1ectionftmctio~;
provide monthly financial reports to City required herein; solicit in good faith the, l'ecotmnenda~o~~f .
City, the public and the hospitals operating in the Greater Augusta Metropolitan Area for improvemet+Lts
~ the EMS System. in the Service Area; cooperate with and respond to City onmattersre1atedto,Patient
care; and generally manage all aspects of the EMS System's operations. Contractor's services Shall
include, but not be limited to, the followitig: .
a Employing and managing all EMS Peroonnel;
b Insuring that each Ambulance crew meets State requirements for licensors and certification;
c Providing employee in-service training sufficient to meet State recertification requirements;
d Providing sufficient Ambulances, equipment, supplies and maintenance to perform under this
Agreemellt, with 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 OIl
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;
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 Providing sufficient dispatch, equipment, supplies and maintenance to perfonn tinder t:hi$
Agreement, wmchshall include the transfer of Medical 9-1 ~1 calls to the cOIltractor'sdispatcl1 center
for Emergency Medical Screening by the contractor' s call taking personnel and assignment to a
responding ALS Ambulance by the contractor's dispatch personnel;
k Interfacing with appropriate State and local 9-1-1 dispatching agencies;
1 Ensuring professional conduct and appearance of all office and field personnel;
m Securing mutually beneficial support agreements with neighboring ambulance services, 'With notice
to City;
n In. Maintaining a Georgia Ambulance license, all state and local vehicle pennitsrequired by law, and
all Licenses and certifications required by law for its EMS Personnel; and .
. 0 Providing a defined Quality Assurance process to the City.
2.4 . ALL-ALS, FULL-SERVICE. SYSTEM. All vehicles initially responding to Priority one .and P!iority
Two 9-1-1 Calls pursuant to this Agreement shall be staffed and equipped to provide ALS care, The .
paramedic 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 o~ ina neighoonngjurisdidtion?1:he
.nominal course of business under this Agreement shall be.interropted from the l11{)nient'theCQtl.tr'liictor
has been notified of the disaster situation by the EMA Director or designee. Irnmediiltelyuponsuch
notification, Contractor shall commit such resources as are necessary and appropriate, given the nature
of the disaster, and shall assist in accordance 'With disaster plans and protocols appli'cahle 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 perfom1'af1eerequirettients,
including late run penalties, until notified by the EMA Director or designee that dtsasterassistance 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.
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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 MUfUAL 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 Contract Administrator.
2.7 CLINICAL STANDARDS. Minimum standards regulating medical protocols; employee recmitment,
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 10ca11awsand regulations, shall constitute contractually binding perfoIlllllncereqlliremel1ts under
this Agreement.
2.8 PSAP OPERATIONS. On all on calls transferred to the Contractor's Dispatch Center from the City of
Augusta PSAP, the Contractor shall use approp$te Emergency Medical Dispatch (EMO) protocols.
Once the Contractor's Dispatch Center determines a need for First Response by the Allgusta,Fire
Department, they will contact theAugusta 9-}-1 Center for dispatch of the First Response. Designated
one button transfers will be established between the Contractor'sDispatch Center andtheAugusta9-1- .
J Center by the Contractor. The Contractor will be required to furnish, at the Contractor's expense,
radio communication capability for each 9-1-1 Ambulance to faCilitate 11.tdio communication to . the
City's First Responder~s and other Public Safety Responders using the current 800 MHz radio system of
theGty. .
2.9 Response Time Standards. Contractor shall employ sufficient resources to achieve the following
. Response Times: .
Level
Priority 1
Urban
less than 8:00. minutes - 90% of calls
RuraJ
less thfu'1 10:00 minutes - 90% of
calls
less than 12~00 minutes - 90% of
calls .
20 minutes or less- 80% of calls
Priority 2
Less than 10:00 minutes - 90 % of
calls
20 minutes or less - 89% of calls
Priori 3
2.10 Response Time Measurement, Compliance Reporting Aned Late Run Penalty Assessment.
a . Reporting Requirements. W-ithin fifteen (15) business days after the close of each month the. .
Contractor shall provide the Contract Administrator an initial respo~e time performance report
relative to every request for 9-1-1 ambulance service originating within each priority and zone
classification (urban" and rural), within the Service Area Separate reports shall be submitted for
Urban, , and Rural areas. Monthly reports shall include a listing by zone classification (i.e., urban, c ,
and rural) of Response Time Exceptions, including responses for which the Contract Administrator
may grant Response. Time Exemptions, as provided herein. The format of such report shall be as
approved by the Contract Administrator.
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b Request for Response Time Exemption. Not later than fifteen (15) business days after the .endof
each calendar month, the eontractor shall Sl.lbmit a 11st: identifying Response Time'Ex:ceptiotlS .for
which it requests. a Response Time Exemption. Within thirty (30) days those exceptions shall be
reviewed by the Contract Administrator, 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
Contract Administrator 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 :w'itha
Contractor representative andfue. Medical Program Director or his designee, the Contract Administrator
shall approve or deny each Exemption request prior to the issuance of a final response fuRereport.Tlre .
Contract Administrator shall not unreasonably withhold approval of such requests. In. the eventof'an
unresolved dispute between the parties regarding one or more requests for Exemption, theContraclor
may at its option appeal to the City Administrator; whose decision shall be final.
Response Time Exemptionsshall be granted for:
] 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
. personnellind the public than would result from delayed :response. The Contractor ;shaTI make.
such requests to the Contract Administrator within fifteen (15) days after the event. .
2 Requests during a declared disaster confirmed by the Contract Administrator, locally or . ina
neighboring jurisdiction, in which the. Contractor is rendering assistance. Durirrgsuchperiods,
the Contractor shall use best efforts to simultaneously maintain coverage within the Service..Area
while providing disaster assistance as needed. Upon resolution of the disaster event,'the
Contractor shall apply 'to the Contract Administrator for retrospectivereliefftom late..r:un' .
penalties accrued during .the period of disaster assistance and for a reasonable period of
restocking and recovery thereafter; and the Contract Admin:istrator shall not unreasonably
withhold approval of such request.
. . .
3 Delayed responses due to a mass casualty incident (MCI), where the dispatchofmore~than two
ambulances to. one scen.e causes a delayed response to other requests. The Exefuption sbaU apply ,
from the time the third ambulance is.d1spatched through the time two of the ambUlances
responding to the MCI are back in service (have cleared the call).
4 Calls that do not result in patient transport by the Contractor. This may be the result of no patient
on scene or pa1lentelects private transport to a medical facility. NOTE: see 2.10 e 1 on page 9.
c Requests for Routine Medical TransPo.rtation. 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 No. Other Exemptio.ns. No other causes of late response within Contractor's reasonablecontrol (I.e.,
equipment failure, at fault vehicular accident) shall serve to justify Exemption from Response Time .'
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Standards or late'-"run penalties unless specifically authorized by the Contract Administrator or the
Medical Program Director.
e 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 tUne an ambulance crew notifies the
Contractor's Dispatch Center 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-CalI-Dispatched and the time the respOnding crew advises the.
Contractor's Dispatch Center they are leaving the maintained street or road to access the patient
In situations when the ambulance has responded to a 10cation other than the scene (i.e., staging
area), arrival flat scenetl sha11be the time the ambulanceamves at the designated. staging IQcation~ .
Non-compliance with this rule is considered falsification of data.
3 In cases where multiple vehicles are dispatched to a singleincident, the Contractorsfrrst arriving
paramedic shall "stop the clock," and response titnes of later-arriving :uni~s shall be eXi:ihided for
response time statistics and late-run penalties;
f Statistical Significance. A minimum 100 calls per month for each priority type shall betequir~ to
support a determination of non-compliance.
g Incorrect Information. In the event a calling party gives the Contractor's Dispatch. Center an
incorrect address, and the stated address 1S. repeated back to the calling party by the.dispatcher,an:di~ .,.
confirmed by the caller as the correct address, response time shall be measured from the time the .
Contractor's Dispatch Center receives or otherwise discovers the correct address until" the
Contractor's ambulanceamves at the scene.
h Late Run Liquidated Damages. Within thirty 30 days of the final response report for each tnOll.th,
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 oflOO.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 Ii subject Response Time exceeds the applicable ResponseTim.e Standard,
Contractor shall pay the following penalties:
Priority One
Priority Two
Priority Three
$ 12 per minute.
$6 per minute.
$3 per minute.
However, the maximum penalty for Priority One and Two responses shall be $180, per call, and .'
maximum penalty for Priority Three 9-1-1 responses shall be$150 per call.
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2;11 WORK FORCE AND PERSONNEL PROVISIONS. The Contractor shan maintain nummum
standards of work force and personnel commitments equal to or superior to the commitments set forl:h
herein, subject to the following provision: .
a Character and Competence of Personnel. All persons employed by Contractor in the perfomance
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 .Contract .
Administrator; provided, however, tl).at the Contract Administrator shall not be arbitrary or
capricious in exercising such rights under this provision, and shall be required in Wtiting the specilic
reasons for exercising such rights relative to any given employee and, prior to. re:rnoval, shall 'also
give that employee an opportunity to defend himself Of herself in the presence of the City
Administrator, and if the issue is clinica11yrelated, the Medical Program Director.
b Professional Conduct/Courteous Service. The City expects and requires . professional arid
courteous conduct at all times from Contractor's EMS personnel, administrative p.ersonnel,middle
management and top: executives. Contractor shall address and correct any departure from this
standard of conduct.
c Reasonable Work ScheduleslWorking Conditions. While this Agreement isa"perfomance
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 ise~pressl}r'
required to utilize reasonable work schedules, shift assignments, and to provide 'adequate w;.orking
conditions so .as not to compromise patient care. ..
d Non-Discrimination. Contractor agrees as follows:
Contractor, during the performance of this Agreement, agrees to comply with. all ~pplicable
provisions of federal, state, and local laws and regulations pertainingm prohibited.
discrimination. .
2 Contractor will not unlawfully discriminate against any employee orappHcant for employment..
because of race, religion, color, national .origin, sex, disability orage.Contractorwi1I:enS'urethat
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 liinited to the following: employment, upgrading, demotion or transfer;
recruitment or recruitment advertising; layoff or termination; rates of pay or other ,{oms of
compensation; and selection for training, including apprenticeship. Contractor agrees to post in
COnSpicuous places,. available to employees and applicants for employment, rioticesto be
provided setting forth the provisions of this non-discrimination clause;
3 Contractor will, in all solicitations or advertisements 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).
EMS Contract Page: 100[28
e Risk Management and Safety Program. The Contractor shall utilize a risk mana,geme:n.f:fsafety..
program throughout the term of this Agreement. This program shall meet appropriateOSaA
requirements and may include: phySical ability testing, regularly scheduled safetyrevl:e~
emergency vehiCle operations training, lifting and equipment safety training, training in hazardous
ma~erials, training on infection control and blood bome pathogens, and general per.sonal safety
training in the pre-hospital environment. .
2.12 MONTBLYREPORTS.
a Within fifteen (15) business days after the close of each month, the Contractorsha11 provide the
Contract Administrator with written. monthly reports containing the following infonnation: (i) Unit
Utilization and Transports; eii) Call Volume by Priority~ (iii) Transport Volume by Priority; and (iv)
an initial response time performance report including every request for ambulance serviceoriginatiftg
within each zone classification (urban, suburban, and rural), within the Service Area. This report
shall include the listing by zone classification of response time 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' th~Co:ntract
Administrator with a written monthly report containing the following informatio1l:;Cardiac Arrest
Statistics; Procedural Statistics; Continuing Education offered; Number of PatientCarec:
Investigations/Inquiry Category,
2.13. . QUARTERLY CONTRACT COMPLIANCE. Within ten (1 0) business days of the end of eachmorith. .
for the first two months. of Contract implementation, and within ten (10) business days 'of the end of '
each year's quarter then follow.ing, the Contractor shall provide a summary on the perfonnanee
obligationS established in this Agreement to the Contract Administrator.
2.14 QUARTE:RL Y FINANCIAL STATEMENTS. Within <twentY business days of theendof~chqUarter .
ye>.ar, Contractor shall provide the City AdIninistrator with a financial report of its EMS operation {the
services provided under this Agreement) on a form approved by the City Administrator showitign~
revenue, expenses, and . collection percentage.
2.15 QUARTERLY EQUIPMENT REPORT. Within fifteen (15) business days after the end of each year's
quarter, the Contractor shall provide the Contract Administrator with a list of the Vehicle Identification.
Numbers and corresponding mileage on each front line ambulance and back upamhulance used in. the.
performance of Contractor's duties under this Agreement.
2.16 SYSTEM STATUS MANAGEMENT PLAN ("SSM"). The City recognizes that to enhance
perfOlmance, continual SSM Plan adjustments will be made at the Contractor's solediscret1on.
However, the Contractor shall inform the Contract Administrator of any chaIiges, inCluclii1g any changes
in post locations, 'and coverage levels, immediately upon implementation ofthechanges.
2.17 INCIDENT REPORTS. All incidents or complaints concerning the Contractor arising .olit of this
Agreement shall be submitted to the Contract Administrator or the Medical Program. Director and,
Contractor shall provide City any addition81 information: concerning. sUch incident or .complaint as
reasonably requested by the Contract Adininistrator 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 toapplicable
law regardiIig disclosure.
EMS Contract
Page: 11 of28
2.18 MISCELLANEOUS. The Contractor shall assistthe City in preparing miscellaneous reports ret:}uired or
requestoo.bythe Medical Program Director, or any state or federal agency.
2.19 INSPECTIONS. City representatives may, at any time, and without notification, directly observe the
Contractor's operation of the Contractor's DisPatch Center, fleet maintenance facility, any ambulance
post location, and may ride as "third person" on any of the Contractor's ambulances a.tany 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'g employees
in the performance of their duties, shall at all times be respectful.of the Contractot1semployer/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 requirements and the
execution of a waiver of liability. A previously scheduled "third rider" (student or new hire) shall notbe
displaced by any such observer.
2.20 El\fERGENCY REQUESTS TAKE PRIQRITY. Whenever Emergency requests for Ambulances are
of such a volume that fuere 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 organiza.tiourequestingsuch
Non-Emergency service, cexplain the reason for the temporary delay, and finnish a realistic estimat~;{)f
when service will be available. Contractor shall make every reasonable effort to redUce and.e1frninate
delays for Non-Emergency services. In such event, Contractor shallempIoyavailable reSoU:rcesto
respond to Priority One, Two, and Three calls in that order.
2.21 KEY PERSONNEL. Contractor shall fill the key management positions identified in Exlubit:"B"
attached hereto throughout the term of the Agreement with personnel with equalQt sup:oor
qualifications to those of the individuals listed.in a response to Exhibit "B" which shall bemed..~ .
Owner on or before the commencement of the term. of this contract. This information will be P~1l1pt1y .
updated whenever changes in key personnel occur.
2.22 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..5-3(t04.
Ambulances with mileage in excess of 250,000 miles shall not remain in thefi.-ont linefleetalld.
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 Contract Administrator, the Act and the approved Medical Protocols; .
c . Contractor shall comply. with or exceed the maintenance standards outlined inSeooon 203 of the,
Standards for Accreditation of Ambulance Services as published by .the Commission on. the
Accreditation of .AmbUlance Services, which is incorporated herein by reference. All costs of
maintenance and repairs, including parts, supplies, labor, subcontracted services an~ 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.
EMS Contract
Page: 12 of28
e No Ambulance that has been substantially damaged shall be again placed in service until it has been
adequately repaired.
2.23 OTHER PROVIDERS OF 9-1-1 EMERGENCY ABULANCE SERVICES. With the exception of
the provision for backup services or for First Responders,. or the termination of the Agreement as
provided for here~ or as required by action of the Department, the CitY shall not enter intQ . .any
agreem.ent 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. fromprov:idillg
non-emergency Ambulance Services within the Service Area.
. EMS Contract
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EMS Contract
Page: 14 of 28
ARTICLE III
PAYMENTS AND FEES
3.1 COMPENSATION. As compensation for services rendered under this Agreement, Contractor shall'
receive only 1:he 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 maybe compensated for services (other than respondfugto
9-1-1 Calls) that are provided to the Sheriff, Coroner's Office, and other county Departmenmunder
separate agreements, including, disaster response. .
3.2 SUBSIDY. City agrees to pay Contractor the following Subsidy:
For 2006 (commencing Dece1Ilber 31, 2005 at 11 :59 p.m: as set forth in Item 2.1)~ $1,330,00Q.QO
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 15thdayofthecaIentiar.
month, with the first payment in the amount of $ 110,833.33 due and payable on January 1, 2006.,
3.3 PATIENT. CIIARGES. Contractor may charge Patients who 'Use its Emergency Medical S~cesfees
not In excess of those described on Exhibit "C" attached hereto, subject to increases aspro~ded ,fhfin,
Section 3.5 hereof. The City shall have no lia.bility for the payment of any unpaid PatientChargcs, it
being 1:he intention of the parties that this is covered in the Subsidy.
3.4 USER FEES. All retail patients, inc1udblg-beneficiaries of Med1care and Medicflid, p~tientscovered;by
insurance and patients . who have no' insurance 'benefits will. be charged equalamou.nts. for equivalent
services, subject to contractual allowances. Should Contractor instimte a snbscnptiQTIpl'ogt'a;m,all
members will be !'charged" at the retail ra.te, regardless of the amounts collected or collectable; ,Fees.
collected from managed care organizations utilizing an at risk orcapitated fee structure shall not be
considered when calculatingtheAverage Patient Charge (APC):
3.5 COMPEN~ATION ADJUSTMENT. Should this Agreement renew for an a.dditional ,ten:n;Contractor
shall be allowed to make adjustments to its Patient Charges beginning on the first anniversary of the
Agreement. Contractor may not increase Patient Charges by more than 5% in any yearHas compared to
the prior year during the term of this Agreement Without the prior consent oithe Contract Administrator
and City Administrator, which shall not unreasonably be withheld.
4.4 COMPLIANCE WITH OTBERINSTRUMENTS. The execution .and delivery oftms Agreement arid
compliance with its terms, will not result in. ahreach of any of the terms or conditions of,norconStltnte a..
default (with due notice or lapse of time or both) under any indenture, agreement, order~ 5udgmehlor
instrument under which Contractor .is a party or by which Contractor or its property mayb~bbundof .
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. .
ARTICLE IV
REPRESENTATIONS ANJ)'WARRANTIES
As an inducement to City to enter into this Agreement, Contractor represents and wartants 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 fu11 power, authority and legal right to execute and deliyerthisAgreement
and to. perform its duties hereunder, including delivery of the services contemplated hereby,
4.3 AUTHORITY AND ENFORCEABll.ITY. The execution, delivery and perfomiance by Conttactor,of
this Agreement have been duly authorized by all necessary corporate action and do not and wilinot
require any registration with,. consent or approval of; notice. to, or any action by, .any other.p~o;ti . or
entity. The provisions of this Agreement constitute legal, valid and binding o.bligations of Contractor.
. . ...
45 FINANCIAL INFORMATION. All financial information conceming Contractor ot'its~sets pt:9~<:led
to City by Contractor or its accountants, attorneys, or other representatives, whetherwritten:,ol: Oral;'was
when given and shall be at the time of the execution of thls Agreement, true, accutateand.complete;
without. any material misstatement ar omission of fact, to the best of Contractor'sknowled.ge. .
4:6 .. LITIGATION, JUDGMENts, AND ORDERS. .To the best of Contractor's knowledge; there. are . no
actions, suits Of proceedings pending (whether or not purportedly on behalf of. Contractor) or; tQth~
. knOWledge of Contractor, threatened against or affecting n~ntractor, at law or inequity, hefo:feorbyany
court or regulatory agency, that would.. materially affect Contr.actor's ability to perform un,der"this
Agreement. Contractof is not in. violation or default with respect to. any applicable lawsandlor
regu1ations~ order; judgment, writ, injunction; demand or decree of any court as would materially. and
adversely affect the busin.ess,properties or condition (financial or otherwise) ofContractot,..
4.7 LICENSES, PATENTS, TRADE NAMES ANDOTHERRIGBTS. Contractoq>ossessesallpatents,
Licenses, franchise agreements, appointments, authorizations, trademarks,tradenames,tradesecrets,
copyrights ahd 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,subjectto,
in. violation of or in default under any contract, instrwnen~ charter, by-law or other restriction that WQuld
materially affect Contractor's ability to perform under this Agreement. .
EMS Contract
Page: 15 of28
EMS Contract
Page: 160f28
4.9 TAX RETURNS AND PAYMENTS. Contraotor has filed all tax returns and reports reqUired to.be
filed by it and has paid~ or aaequately provided for the paytIlent' of, all taxes, assessments: and other
governmental charges imposed upon it or its assets~ income or franchises, other than ailysuch charges
which ate currently payable without penalty or interest.
4.10 DISCLOSURE. To the best of Co.wractorlsknowledge, neither this Agreement, noraIlY other
document, proposal, certificate or statement furnished to City by or on behalf ofConttactor, cOntains any
untrue statement ofa material fact or omits to state a material fact necessary in Ol"derto m~ the
statements contained herein and therein not misleading. There is no' fact known to. Contractor which
materially and adversely affects, 01" which in the future may (so far as can now rea8{)nably be foreseen)
materially and adversely affect; the business, properties, operations or coildition,mancialor otherwise,
of Contractor which has not been ,disclosed in writing to City.
ARTICLE V
ADDmONAL COVENANTS
During the term of this Agreement; Contractor shall comply with each and every one of thefoUowinI;'
covenants.
5.1 COLLECTION OF PATIENT CHARGES.. Contractor shall use its . reasonable bestefforls to. MUect
Patient Charges by utilizing all reasonable means allowed by law; provided,however,thatContractor...
shall not be required to pursue collections in those instances where it is noteconomical1yreasonab'let()'.
do so.
5.2 RIGHT OF INSPECTION. Contractor shall per:p.nt City or its representatives, upon,reasonable noti~e,
to inspect the facilities andequ~pmerrt being usedto operate the EMS .Systern and, duving nofinal
business hours, tQaudit and examine Contractor's books and records with respect to the EMS SystetIL
5.3 NOTICE OF DEFAULT. Upon its discovery: of the occUrrehce of any default (6r.the existence of any
fact or circumstance. which can be reasonably expected. to result in, a d,efault)101( other
noncompliance with any provision, term or condition of this Agreement,Contfactot shalf
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 ofits Licenses,:rigbts,
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 ofreco1"dandaccountg.
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 andrepla.cementsthereto
or thereof, so ,that the efficiency of its assets shaH be usefully preserve~ 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 maybe .
bound, except where contested in good faith and by proper proceedings. Contractor shall be permitted to
sell or other-",'ise dispose of all or any porrlonof its businesses in markets other than the Service Areft.
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
EMS Contract
Page: 17 of28
dO not have a material adverse impact on the financial condition of the Gonttactor or the ability of the
Contractor to perform under this Agreement. This paragraph does not prohibit a side or transfci" ,of assets . .
to a parent corporation, or subsidiary of Contractor or of a parent corporatio!4 as long as srtchsale or
transfer does not impair Contractor's ability to perform under this Agreement or such trarisfer orsflle is
pursuant to an assignment permitted by this Agreement.
5.5 COMPLIANCE WITH LAW. Contractor shall conduct its.business. to comply with all1aws an4
regulations in all jurisdictions in which it may at any time be doing business or which may otherwise be
applicable.
5.6 INSURANCE REQUIREMENTS. Contractor shall furnish City proof of coverage for theHnsutance
requirements stipulated below, provided that Contractor may meet an 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. No vehicle shall be operated by Contractor unless there is co'Veragein .
effect as provided for by the following:
. a General liability in an amount not less than one million dollars ($1,000,000) perocCUItenceJimi4
two million ($2;O()Q~000) for the General Aggregate Limit (other than PtoductstCOmpleted
Operations), and one million ($1,000,000) limit for productstcompleted operations per
occurrencetaggregate.
b Vehicle liability insurance with a combined limit of liability, per accident, or one .ri1111ion: '($
1,000,000) coverage for Non..OWned and Hired liability, on all covered vehicles.
c Professional liability insu:rance in an amount.of not less than one millioIi.($l,OOO;OOO) t'ortheper.
occurrence limit and two million ($2,000,000) for the general aggregate limit.
d Excess liability limits of one million ($1,000,000) general aggregate over theunaerlyittgtm:I:its
outlined above,
e ,Workers' compensation and employer's liability insurance as required by and in .conformance with. .
the laws of the state of Georgia.
5.7 COMPLIANCE WITH ABUSE REGULATIONS. Contractor shall complywith the Depart:n1ent'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 vehic1epermits
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 suph Licehsesor pemuts.
Contractor shall be responsible for verifying .that the State and local certifications aIid. Licenses' of its
EMS personnel are in.order and current at all times.
. .
5.9 COMPLIANCE WITH REGULATIONS. Contractor shaH comply with the Act, allcurrentand:future
rules and regulations promulgated by the Department, and any other statute, rule or regulation governing
the operatiDnof 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
EMS Contract
Page: IS of2S
covenants in the aggregate, have been and will continue to berelied upon by City and are material torts
decision to enter into and perform its obligations under this Agreement.
5.11 PERFORMANCE SECURITY. Contractor will be required to furnish perfonnancesecurityin the
amount of $1,500,000 for each year of the contract, including each renewal term. Theguaranty'ef
performance may be in the form of a cashier's check, certified check made payahle to. the City,
performance bond, irrevocable letter of credit issued by a bank or savings & loan association; drother
forrns of performance security acceptahle to the City that are substantially equivalent loa performance .
bond in the amount of$l ,500,000. The security will be provided to the City within thirty (30)uays of 1he
execution of this contract. Failure to meet the criteria to be used for the requirements of bond or other
form of 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 ate limited to the following:
1 Willful attempts by .Contractor to intimidate or otherwise punish employees who desite.to
interview with or to sip contingent employment agreements with. competing' bidders durin.g a
subsequent bid cycle;
2 Willful attempts by Contractor to intimidate or otherwise deter employees fromtruthful'att~'fu11
disclosure of all facts .or impressions regarding the delivery of EMS or theEMSByste~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 eniployees to conduct themselves ina 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 Contl:'actor's
operations after a Class Adefault has been declared by the City, as provided for in patagrapb.b>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 therequiremeni that the ContraCtor
shall fully satisfy its remaining financial obligations to its ernployeesand suppliers upon
termination of this Agreement;
8 Failure to purchaSe and maintain in force insurance meeting the requirements set forth iIi the
. Agreement; .
9 Chronic failure to maintain or replace equipment in accordance with good maintenance practices;
10 Failure to maintain orreplace 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 breath but willful and' ~ted
breaches shall canstitute a material breach);
12 The persistent or repeated occurrence .of a Class Bdefault;
13 Supplying to Augusta during the bidding and cantracting process, false or roisleading
infDrmation, or information.so incomplete as to effectively mislead; and
14 Willful falsification of data supplied to Augusta 9r' to the Medical Program D1tectorduringthe
course of operatiDns, including by way of example but not by way of exclusion, run data, patient .
report data, financial data., or willful downgrading of presumptive run code. designati(:)llsto'
enhance Contractar's apparent performance, or falsification Dr deliberate omission of any. .other. .
data required under the Agreement;
b Class B defaults mclude: Any failure by the Contractor ta perform its obligations. urider 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 hasreasonab:le
grDunds to believe that a Class A default of the Agreement by the Contractor may have occurred, the
Contractor shall be given written notice ofs~. Such notice shall afford the Contractor a reasonable
opportunity to, respond and (1) contest .the existence of a Class A default; (2) ta cure any such.
default; or, (3) at the EMSABts discretion, provide a written plan to cure such default. Thelengtb,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 thedefau1t with the
EMSAB's notice, the City may terminate the Agreement or takeover Contractors 9.:.1-1 <>perations in .
the Service Area; provided that prior to so doing, the Contractor shall be afforded a hearing.before
the Augusta-RicbmondCounty Commission uriless the City concludes that public health and safety
concerns require an immediate takeover. In the event of a takeovet,the ContractorshaUcooperate
completely and immediately with the City to effect a prompt and orderly takeover by the City of
Contractors 9-1-1 operations in the Service Area, including., but not limited to, the leashig of.
equipment to the City pursuant to a .contingent lease agreement satisfactory to City. Ncrtakeover
shall last more than twelve consecutive months and all equipment and vehicles leased frDm
Contractor shall be retutned to Contractor in good working order, excepting normal wear and tear,
upon termination of the takeover period, subject to the provisiDns 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
EMS Contract
Page: 190f28
~.
b Dispute after Takeover. Such takeover shall be effected within 72 hours after the Citygiyes
Contractor notice that it intends to invoke the takeover provisions in this Agreement. Confiactor
shall not be prohibited from disputing any such finding of major default through litigatioll; provided,
however, that such litigation shall not have the effect of delaying, in any way, the in:1medi.ate
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 oeen 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 shallnot.be
construed as acceptance by Contractor of the finding of major default, and shall not in. any way
jeopardize Contractors' 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 acceptedandagreed,to by
Contractor as reasonable and. necessary in light of the unusual responsibilities fqr pliblic health and
safety associated with this Agreement. Failure on the part of Contractor to cooperate fully with.t}re
City to effect a safe and orderly takeover of operations shall itself constitute a Class A defau1tt3.tt~
the terms of the Agr~ent, even if it is later determined that the original declaration of Cl~s A
^^ default was made in error.
d Failure to Meet Response Time Standards. Notwithstanding any other provisiotlof.this~cleVI,
failUre to meet a specific response time standard may be treated asa Class A default omy'af€er
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 theEMSABhaS
reasonable grounds to believe that the Contractor has failed to :rnaferiallyperfOmr. itsobligal'ions
under the Agreement (oth.er than Response TiIDe Standards). Th.e Contractor shall receive a l'Written
Notice of Class B Default" explaining the facts and conclusions upon which the allegations of
default are based. .
b Request for Hearing for ClassB Defaults. Requests for a hearing on declared. Cl~s B defaults
shall be filed with the Contract Administratorv.ritbin.ten (10) business days followmg,noticeofthe
EMSAB's decision and shall state the grounds for the appeal. UpOlf the filing. ora Request for .
Hearing, EMSABshall 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 $250 per occurrence, provided that such maximum penalty shall double for^the .
second, and triple for the third or suhsequent similar violation of the same contractobligatioll witbiri
any twelve (12) month period.
d Penalties For Failure To Meet Response Time Standards. FmancialPenalties for failure to meet
Response Time Standards are set forth in Article n.
. EMS Contract
Page: 20 of28
ARTICLE vn
MISCELLANEOUS PROVISIONS
7.1 TERMINATION. . On the date of termination of this Agreement, the City shall have an option <to
purchase all or any ;portion of the Ambulaneesor other machinery and eqmpment.. being useq. by
Contractor to operate the EMS System on the date of termination. Such option shall be' atapurdhase
price equal to the fair market value of the Ambulances.and equipment to be purchased. Fai~ market
value shall be determined by an appraiser eXoperienced in appraising such Ambulances, machinery and
equipment as may be agreed to by Contractor and City. If Contractor and City cannot.. agree on an
appraiser, each shall appoint an appraiser and the average of their two appraisals shall bethefalrmft['ket
value. If one appraiser is used, the parties shall each pay one~half of the fees. and e*pense$~:of such
appraiser and if two appraisers are used, each party shall pay the fees. and expenses of ,theappraiserjt
appointed, City may give COntractor written notice of its election to exercise this option at anytime tl;pto
thirty (30) days prior to the date of termination. The City:rt1ay, after the fair market val4eofthe property
to be purchased is determine4" elect to waive its exercise of the option, 'in which event the CIty shall pay
the fees and expenses of both appraisers if two appraisers are used or the one appraiserifone istiSed,
The property shall be transferred to the City free of all liens and encumbrances on theeffective,dateot'
thetermination, at which time'the purchase price shall be paid in cash. .
If termination is because. of Contractor's default, then the City shall have art option topUi!'cnase all'.ar:any. .
portion of the Ambulances or other machinery and equipment being used by Contractor to opeiate the
EMS System at the time . that the notice of termination is delivered to the Contractor. Such optlonshall.
be at a purchase price equal to the "stipulated value", which value shall be the straight4iliedepreciated .
value of the machinery or equipment, based upon the original cost of the itern,withdepieCiatton
beginning upon the item was actually placed in service, and a&sumingthe item shall'be9@percellt
depreciated by the end. of its stipulated period of the "safe useful life expectancy" asstated.ili the
Contractor's Equipment Replacement Policy. The value shall be calculated as of the dateoffak~vet(;)f
operations by the City and shall be paid in full within 120 days after notification to CC))lftactor;thlftthe
City has elected to exercise its option to purchase such Ambulances'(;)r other machinery andequipmet1t
7.2 "LAME DUCKflPROVlSIONS. 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' requiredundertbis
Agreement iintil the winning biddertakes over operations. Under these circumstances, ContractOtwot!1d,
for a period of several. months, serve as a "lame duck" contractor. To ensure continued performance:ftlUy
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 supp'ort serviees 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 reasonabiybeconsidered to .
be aimed. at cutting Contractor's service and operating costs to maximize profits during thefinaI
stages of this Agreement;
c The City recognizes that, if a competing organization is awarded the contract ina subsequent bid
cycle, Contractor may reasonably begin to prepare for transition of service to the. new contractor
Page: 21 of 28
. EMS Contrdct
during the "lame duck" period, and the City shall not unreasonably. wffiJhold. its approval or 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 db not
impair Contractor's performance during the "lame duck" period, and so long as sUch transition
activities are prior-approved by Contract Ad1llinistrator;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 orgat'l1zations. issws..
related to employment with such organizations in the event the COntractor is n~ the St;tccess;fu1
bidder. The Contractor may, however, requite that its non-management person:i.1el refrain from
proViding information to a competing organization regarding the Contractor's currentoperations, and
the Contractor may also prohibit its 11l1illagement-level personnel from cori:1;tnunicati:D.g.. with
representatives of competing organizations during the bid competition. However, once ihe City has.
made its decision regarding a contract award, and in the event the Contractor is not the wirinet, ,the .
Contractor shall allow free discussion between any. City based employee and . the winning. md~en .
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 her<:tin: contained shall be construed. to be inconsistent with that re1a.tionSlUpor . ·
status. Nothing in this Agreement shall in any way be coristrUed -to appointor cDnSt1tl;tte Contra:ctol:.as.'
the agent, employee or representiltive of City. The manner and. method of comp~~gthe.'-work
undertaken by Contractor shall be determined in its sole discretion; .
7.4 GOVERNING LAW. This Agreemertt shall be subject to and .governed accotding ro-the-laws (if 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 eottl.pletedwitllout
further compensation except as provided in this Agreement. The acceptance of workandithepayrnent: fDr
it shall not be held to prevent maintaining an aCtion for failure to perform such work in accord.ancewith.
the Agreement. .payment shall not be a waiver by City of any claims for breach otdefaUlt.
7.6 BINDING EFFECT. This Agreement shall be binding upon and shall inure to thebenefitoftheparti~
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, su.chconsent nofto be
unreasonably withheld, and any attempted assignment without such consent shall heconsiderednulland
void. However, Contractor may assign its obligations to provide EmergeIicy Medical Services<hereUn?er
to a wholly owned SUbsidiary of Contractor or to a parent or affiliatecorporatioIl or a wholly - oW11ed ..
subsidiary of the same; provided, however, that Contractor. shall remain primarily liable aftersnch
assignment for all of the obligations of Contiactor hereunder, and provided further that Con~actor 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 Agret;mlent, or the breach thereDt:shall be decided. in the Superior Court. of
Richmond County, Georgia The Contractor, by exeCuting < this Agreement, specifically consents to
Page: 22 of2S
EM:S Contract
Page: 23 of28
jurisdiction and venue in Riclnnond County and waives any right to contest the jurisdictiona:ri.dvenuein
the Superior Court ofRiclnnond COUrtty, Georgia.
7.9 SEVERABILITY. If any portion or portions of this Agreement shall be for any. reason invalid or
unenforceable, the re.m.aining portion( s) shall be valid and enforceable and carried into effecturiless to ..
do so would cleafly 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.
AgreenJent shall be given in writing; and either delivered in person, by electronic transmission,
deposited in the United States mail, postage pre-paid, registered or certified mail, return receipt..
requested, properly- addresse~, or by a nationally recognized overnight courier service, to the following
addresses:
Augusta, Georgia Gold -Cross EMS, Inc.
Attention: Administrator Attention: Regional General Manager
801 Municipal Bldg. P.O. Box 14848
530 Greene Street . Augusta, Georgia 309191
Augusta, Georgia 30911 Fax Number (706) 792..;9250
Fax Number (706) 821-2819
The notification addresses listed above can be changed by either party with written notice totheiother
party.
7.11 ENTIRE ,AGREEMENT/OTHER AGREEMENTS. This Agreement cOIlStitutesthe entiteagre~.ent
and understanding between the parties witbrespect to the subject matter hereof and Sllp$iSedesiny
previous agreement or understanding, whether oral or otherwise. Notnodification ofthiEI~~cment
shall be valid Urtlessin writing and signed by each of the parties hereto. This Agreen1etitsh~];~,l'of
supercede or affect other agreements between the City and Contractor for compens~tl()t:l toContraetor..
for services other than responding to 9-1-1.Calls, except as specifically provided in suChagF~emeIJj:$;" .
7.12 MODIFICATIONS AND WAIVERS. Neither this Agreement nor anytermhereohnaybechangec4:
waived, discharged or termi~ted orally, but only by an instrument in writing .signedby'tlle'PartYagainst .
whom theenforce.m.ent of the change, waiver; discharge or termination is sought .
7.13 CAPTIONS. Captions to the Articles ,and Sections of this Agreement are forconvvriience.ofreference
only and in no way define, limit, describe or affect the scope or intent of any part of this Agreement..,
7.14 LIMITATION ONLIABlLITY. Under no circumstance shall Contractor pe liabletoqCity~or,atlY.
special, incidental, consequential, indirect or exemplary losses or damages pertaining in@yway 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
EMS Contract
EMS Contract
Page: 240f28
c Third party acts which interfere with Contractoi's ability to perform hereunder.
Any delay resulting from any of such causes shall extend perfonnance aceordingly or excuse
performance in whole or in part, as maybe necessary,
7.16 COUNTERPARTS. This Agreement may be executed in several counterpartS, each ofwbich s~;he
an original, but all of which shall C01'lStituteoneand the same instrument.
7.17 EXECmON BY FACSIMILE, DELIVERY OF ORIGINAL SIGNED AGREEMENT. This
Agreement may be executed by facsimile, in counterparts. Each party to. this Agreement agrees)todeliver
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 concemingthe nutnt;er of
emergency and non-emergencycalls 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'Contra.ctor and its officers, employees, and agen1:s, from and against~y.
and all losses (including death), third party claims, damages, liabilities, costs and expenses(i11clu~g.
but not limited to all actions, proceedings or investigations in respect thereof and any costsp;fjl.l;d;gments,
settlements,. court costs, attorney's .fees or expenses, . regardless of the outcome of. 8n:y sucn.aGaon,'
proceeding, or investigation), caused by, relating to, based upon, or arising out of any act Ot;omissicinbY
City, its Commissioners, officers, employees, contractors, subcontractors, assigns oragents,oroth~se/
in connection with the City's acceptance, performance, ornonpetfornfance of its obligations'un.dwfWs..
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 irtrtnUI1ity.
7 .20 INDEMNIFICATION BY CONTRACTOR. To the extent allowab'le by law~ Contiact()rhereb~ agr~s, .
to defend, indemnify arid hold harmless City, its Commissioners, officers, employees~~d agentsN.rcim
and against any and an losses (including death), third party claims, damages. liabillties,oosts~d
. expenses (including but not limited to all actiOns, proceedings or investigations in regpt:;c1 tnereot~d
any costs of judgments, settlements, court costs, attorney's feeS Of expenses, regardless oftheoutcoltte of
any such action,proceeding,otinvestigation), caused by, relating to, based upon or a:risi~g put ofany act
or omission by Contractor; its directofs, officers, employees, subcontractors, successors. assigns or
agents of Contractor, or otherwiSe in connection with Contractor's acceptanc.e, or. the performanCe. or
'nonperformance, of its obligations under this Agreement and Contractor's operation oftheEMS System;.
7.21 INDEMNIFICATION OF CONTRACTOR. In the event of an emergency takeOV'er~ 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,.equipmentandstatloilsand ..
negligent use of the vehides 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,sUbstlt:ute
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.
EMS Contract
Page: 26 of28
Exhibit ":8"
CONTRACTORS KEY PERSONNEL
1. General Manager
2. Quality Assurance Officer
3. E.MS. Medical Director
4. Field Supervisors
EMS Contract Page: 27 of28
Exhibit "C"
PATIENT TRANSPORT CHARGES
AMBULANCE:
ALS BASE RATE
$545.00
$332.00
BLS BASE RATE
MILEAGE: RATE
$9.00 PER MILE
Gold Cross EMS rates are ALL INCLUSIVE. The only varia.tion to this ALL INCLUSIVEfonnal lsthe
requirement by MEDICAID to charge for oxygen at their prescribed rate of $39.00. Of COtlr$~,ANY
MEDICAID payment is attheir allowable rate not what is charged by a provider.
. STRETCHER VAN:
BASE RATE
$165.0Q (ONE WAY)
$5.00 PER:MILE
MILEAGE RATE
WHEELCHAIR VAN:
BASE RATE
$44.00 (ONE. WAY)
MILEAGE RATE
$5.00 PER MILE
. EMS Contract
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