HomeMy WebLinkAboutAGREEMENT FOR 9-1-1 RESPONSE AND EMERGENCY MEDICAL SERVICES_ BETWEEN AUGUSTA, GEORGIA AND GOLD CROSS EMS, INC. AGREEMENT FOR 9-1-1 AMBULANCE RESPONSE
AND EMERGENCY MEDICAL SERVICES
This Agreement for 9-1-1 Ambulance Response and Em : ncy Medical Services
("Agreement") is made and entered in to this 1*- day of , 2011, by and between
GOLD CROSS EMS, Inc., a Georgia Corporation (the "Contractor"), and the Consolidated
Government of Augusta, Georgia, a political subdivision of the State of Georgia ("Augusta,
Georgia").
WHEREAS, Augusta, Georgia desires satisfactory arrangements to provide emergency and non-
emergency ambulance service and medical care in conjunction within the Service Area.
WHEREAS, Contractor is the owner and operator of certain emergency and non-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 and non-emergency
medical services;and
WHEREAS, Augusta, Georgia desires that Contractor provide emergency and non-emergency
ambulance service and medical care in conjunction therewith within the Service Area upon the
terms and conditions set forth in this Agreement;and
WHEREAS, Contractor desires to provide emergency and non-emergency ambulance service
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. §31-11-1, et seq.)
and the regulations promulgated thereunder by the Georgia Department of Public Health
(Ga. Comp. R. &Regs. §511-9-2,et seq.).
1.2 Advanced Life Support (ALS) means the application of procedures and/or
administration of drugs,which are included in the cardiac technician or paramedic course
as approved by the department.
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.
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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 Communications Center means the single facility, which receives emergency medical
calls from the PSAP, notifies First Responders and dispatches Ambulances operating in
the Service Area.
1.6 Contract Administrator means the person with daily oversight of the EMS Contract and
shall be the Administrator of Augusta, Georgia (herein used synonymously with
"Augusta, Georgia").
1.7 Department means the Georgia Department of Public Health.
1.8 EMA Director means the Director of the Augusta, Georgia Emergency Management
Agency.
1.9 Emergency means any request for ambulance services in connection with circumstances,
which may be of a life-threatening or limb-threatening nature and which apparently
requires immediate response. Such calls shall be designated Priority 1 or Priority 2.
1.10 Emergency Medical Services or "EMS" both emergency and non-emergency Licensed
Ambulance Services, Licensed First Responder Services, Licensed neonatal transport
services and medical services provided in conjunction therewith.
1.11 EMSAB means the Emergency Medical Service Advisory Board consisting of Augusta,
Georgia Administrator, a Gold Cross designee, Augusta, Georgia's Medical Director,
Gold Cross' Medical Director, and a Richmond County Sheriff's Office designee with
sufficient knowledge, skill,and experience to participate meaningfully.
1.12 EMS Personnel means any licensed emergency medical technician, certified cardiac
technician,certified paramedic,or first responder.
1.13 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.
1.14 First Responder means an individual who has successfully completed an approved first
responder course with a minimum of forty(40)hours training.
1.15 First Responder Organization A group or association of First Responders that,working
in cooperation with a Licensed Emergency Medical Services provider,provide immediate
on scene care to ill or injured persons but does not transport those persons.
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1.16 License or Licensed means that a person or entity has complied with all requirements of
the Act, the Department, and all other regulatory bodies necessary to perform its
respective functions.
Director means the licensed physician (or his/her designee) employed by the
1.17 MedicalP�
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Contractor who provides immediate and concurrent clinical guidance to EMS Personnel
regarding pre-hospital management of a patient.
1.18 Medical Protocol means a written statement of standard procedures,promulgated by the
Department or the Medical Director as the medically appropriate standard of out-of-
hospital care for a given clinical condition.
1.19 Mutual Aid Agreement means a written agreement between providers of Emergency
Medical Services where the parties agree to provide assistance to one another.
1.20 Non-Emergency means any request for Ambulance transport service for a patient, which
is not an Emergency request. Such calls shall be designated Priority 3.
1.21 Non-Peak Time means 8:00 pm through 7:59 am.
1.22 O.C.G.A.means Official Code of Georgia Annotated.
1.23 Quick Response Vehicle (QRV) means an emergency response motor vehicle that is
staffed with a paramedic.
1.24 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.
1.25 Patient Charges means those amounts charged to Patients by Contractor for services
provided hereunder.
1.26 Peak Time means 8:00 am through 7:59 pm.
1.27 PSAP means the 9-1-1 Public Safety Answering Point.
1.28 Priority means the call priority number (i.e., Priority One, Two or Three) of all requests
for an Ambulance, which is received by the Communications Center. Such priorities
shall be assigned at the time the call is received by the Communications Center,pursuant
to telephone algorithms and priority dispatch protocols:
a. Priority 1 calls shall be life-threatening calls;
b. Priority 2 calls shall be all other Emergency calls;
c. Priority 3 calls shall be a Non-Emergency Ambulance transport of a Patient.
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1.29 Response Time means the actual elapsed time between the time the Contractor has
obtained the minimum information necessary to respond to a call that an Ambulance is
needed (i.e. the location and chief complaint), as recorded by the Contractor's
Communications Center, and the actual arrival of an Ambulance at that location.
1.30 Response Time Standard means not more than the times as follows:
Level Urban Rural
Priority 1 Less than 8:00 minutes — Less than 11:00 minutes —
90%of calls 90%of calls
Priority 2 Less than 10:00 minutes — Less than 13:00 minutes —
90%of calls 90%of calls
Priority 3 Less than 20:00 minutes — Less than 21:00 minutes —
80%of calls 80%of calls
1.31 Rural means those areas generally south of Willis Forman Road and Brown Road in
Augusta, Georgia as shown on Exhibit "A", a map captioned "EMS Response Zones
January 2014 Contract",which is attached hereto and incorporated herein by reference.
1.32 Service Area means that area which is contained within the boundaries of Richmond
County,Georgia,excluding Fort Gordon.
1.33 State means the State of Georgia and its regulatory agencies.
1.34 Subsidy means those funds provided by Augusta, Georgia.
1.35 Urban means those areas generally located north of Willis Forman Road and Brown
Road in Augusta, Georgia as shown on Exhibit "A", a map captioned "EMS Response
Zones January 2014 Contract", which is attached hereto and incorporated herein by
reference.
ARTICLE II
TERM AND SCOPE OF AGREEMENT
2.1 TERM; OPTIONS TO RENEW. This Agreement shall commence on January 1, 2014.
This Agreement shall (i) terminate absolutely and without further obligation on the part of
Augusta each and every December 31°` at 11:59 pm, as required by O.C.G.A. § 36-60-13, as
amended, unless terminated earlier in accordance with the termination provisions in this Article
of this Agreement;(ii)automatically renew on each January 1' at 12:00 am,unless terminated in
accordance with the termination provisions of this Article of this Agreement; and (iii)terminate
absolutely, with no further renewals, on December 31, 2016, unless extended by written
amendment. The Contract Time may be extended for two (2) one-year terms only by written
renewal approved by the Augusta, Georgia Board of Commissioners and executed by the
Augusta,Georgia Mayor and the Contractor in accordance with the terms of this Contract.
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2.2 SCOPE OF AGREEMENT/SERVICE EXCLUSIONS. During the term of this
agreement, Contractor shall furnish Emergency Medical Services as set out herein throughout
the service area. Contractor shall provide EMS Personnel trained in operating the 9-1-1 system to
serve as dispatchers at the Communications Center 24 hours a day, 365 days per year to dispatch
Ambulances in response to calls. Dispatchers will be (Emergency Medical Dispatcher (EMD)
Certified
2.3 PROVISION OF SERVICES. Without limiting its obligation to provide good quality
EMS under this Agreement, Contractor shall manage all day-to-day operations
including dispatch, 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 justifications
for rate changes with final approval by Augusta, Georgia; manage all billing and
collection functions; solicit in good faith the recommendations of Augusta, Georgia,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
Augusta, Georgia 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:
a. Employ and manage all EMS Personnel;
b. Insure that each Ambulance crew meets State requirements for licensors and
certification;
c. Provide employee in-service training sufficient to meet State recertification
requirements;
d. Provide for all Ambulances, equipment, supplies and maintenance, necessary to
perform under this agreement. Contractor shall provide a minimum of 240
ambulance hours to Augusta, Georgia per day. Contractor shall provide a
minimum of ten (10) ambulances during Peak Time and a minimum of six (6)
ambulances during Non-Peak Time. Contractor shall provide a minimum of
sixty percent(60%)ALS ambulances at all times.
e. Furnish all fuel, lubricants, repairs, initial supply inventory and all supplies for
Contractor's operations;
f. Operate the EMS System to meet all clinical and Response Time Standards;
g. Develop, negotiate and maintain hospital/Ambulance policies, patient
"exchange" policies equipment rotation program and hospital post relationships
where appropriate;
h. Provide the public with information concerning EMS;
i. Conduct all billing and collection activities and procedures provided, however,
that Contractor shall not delay or deny any treatment or transport due to any
patient's inability to pay;
j. Provide sufficient dispatch, equipment, supplies, and maintenance to perform
under this Agreement, which shall include the transfer of Medical 9-1-1 calls to
the contractor's dispatch center for Emergency Medical Screening by the
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contractor's call taking personnel and assignment to a responding Ambulance by
the contractor's dispatch personnel;
k. Interface with appropriate State and local 9-1-1 dispatching agencies;
1. Ensure professional conduct and appearance of all office and field personnel;
m. Work out mutually beneficial support agreements with neighboring ambulance
services,with notification to Augusta, Georgia;
n. Maintain State and local vehicle permits and personnel certifications, and the
state provider's License;
o. Provide a defined Quality Assurance process to Augusta, Georgia;
p. Furnish oxygen for Augusta,Georgia's ambulances; and
q. Restock AED pads for Augusta, Georgia's ambulances on a one-to-one basis for
patients transferred to Contractor.
2.4 RIGHTS AND RESPONSIBILITIES OF FIELD PERSONNEL. EMS Personnel
shall have a direct linkage to the Medical Director. This direct linkage and personnel
responsibility applies to compliance of vehicles, on board equipment, collection and
recording of primary data. EMS personnel are prohibited from operating equipment
that is substantially out of compliance with State or Contractor's standards. EMS
Personnel are prohibited from falsifying or omitting data from reports.
2.5 PROFESSIONAL SKILLS AND TRAINING OF PERSONNEL. All of
Contractor's personnel shall possess the professional skills, expertise and experience
necessary to perform the jobs which each holds and those which are required to be
Licensed or certified by any applicable law or regulation, shall have and maintain all
necessary Licenses and certifications while performing services hereunder.
Contractor's personnel shall attend training sessions sufficient to maintain any Licenses
or certifications (if required) necessary to perform the jobs, which each such person
performs. Contractor is responsible for insuring that all personnel possess appropriate
understanding of the EMS system, the responsibilities of the various individuals
involved and the interaction of all those working in the EMS System.
2.6 WORK SCHEDULES AND WORKING CONDITIONS. Contractor shall utilize
reasonable work schedules, shift assignments, and provide adequate working-
conditions. Contractor shall ensure that personnel working extended shifts, part-time
jobs, or overtime, will not negatively affect patient care. Contractor shall comply with
all State and Federal wage and labor laws.
2.7 RESPONSE TIME REQUIREMENTS. In providing EMS under this Agreement,
Contractor shall meet the Response Time Standards. In each instance where the
Response Time is not met,the Contractor and Augusta, Georgia shall review that call to
determine why the Response Time was not met. These reviews shall take place
quarterly.
2.8 PSAP OPERATIONS. On all calls transferred to the Contractor's Dispatch Center
from the Augusta, Georgia PSAP, the Contractor shall use appropriate Emergency
Medical Dispatch (EMD) protocols. If the Contractor's Dispatch Center determines a
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need for First Response by the Augusta, Georgia Fire Department, they will contact the
Augusta, Georgia PSAP for dispatch of First Response. At Contractor's expense,
Contractor shall furnish 800 MHz radios that will be programmed to be compatible with
Augusta, Georgia's PSAP to provide one touch communications between Contractor
and PSAP. Contractor shall, at the Contractor's expense, furnish radio communication
capability for each Ambulance to facilitate radio communications to Augusta,Georgia's
First Responders and other Public Safety Responders using Augusta, Georgia's current
800 MHz system. Contractor shall, at the Contractor's expense, furnish and maintain a
system status board in the Augusta, Georgia PSAP which shall show current status.
2.9 USE OF MUTUAL AID AND FIRST RESPONDERS ALLOWED. Contractor will
arrange for and utilize Mutual Aid Agreement with neighboring EMS providers and
may utilize First Responder services furnished by itself or neighboring EMS providers.
If any compensation to the neighboring EMS provider is agreed to, it is the
responsibility of the Contractor to pay such compensation. Augusta, Georgia shall be
notified of all Mutual Aid Agreements by the Contractor. Any transfer of Patients by
approved air ambulance shall be covered by Mutual Aid Agreements.
2.10 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 to their professions. It is understood and agreed that
Contractor and its employees shall abide by all customary procedures, standards, rules
and regulations for Patient care and Ambulance maintenance.
2.11 PROFESSIONAL CONDUCT AND DRESS. Contractor's employees and agents
shall provide courteous and professional conduct and appearance at all times. The EMS
Personnel shall have a uniform to be worn when on duty. Uniform styles shall be
determined by the Contractor. All EMS Personnel must undergo urine drug screens to
determine the presence illegal drug use at least annually. The requirements under
Occupation Safety Health Act regulations are the responsibility of the Contractor.
2.12 KEY PERSONNEL. Contractor shall furnish the key management personnel
identified in Exhibit "B" attached hereto throughout the term of the Agreement or
replacement personnel with equal or superior qualifications. This information will be
updated whenever changes in key personnel occur.
2.13 STANDARDS FOR VEHICLES 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 511-9-2-.09. 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 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,
which is incorporated herein by reference. All costs of maintenance and repairs,
including parts, supplies, labor, subcontracted services and costs of extended
warranties shall be at Contractor's expense.
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d. All mechanical, safety, and special equipment shall be subject to inspection at
any reasonable time by representative of Augusta, Georgia.
e. No Ambulance that has been substantially damaged shall be again placed in the
service until it has been adequately repaired.
2.14 MEDICAL DIRECTOR AM)MEDICAL PROTOCOL. Contractor shall
furnish and ensure the continuous reliable availability of a Medical Director at all tunes
during the term of this Agreement.
2.15 DISASTER RESPONSE. During a declared disaster, as determined by an agency of
government either locally or in a neighboring jurisdiction,the normal course of business
under this Agreement shall be interrupted from the moment the Contactor has been
notified of the disaster situation. Contractor shall commit such resources as are
necessary and appropriate, given the nature of the disaster, and shall assist in
accordance with the disaster plans and protocols applicable in the locality where the
disaster has occurred. The disaster-related provisions of this Agreement are:
a. During such period, 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.
b. When disaster assistance has been terminated, Contractor shall resume normal
operations as rapidly as is practical considering exhaustion of personnel,need to
restocking, and other relevant considerations.
c. During the course of the disaster, Contractor shall use best efforts to provide
local ambulance coverage, if appropriate and in consultation with Augusta,
Georgia, suspend scheduled and if necessary, urgent responses, informing
persons requesting such service of the reason for temporary suspension.
d. In the event that Augusta,Georgia 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 Augusta,Georgia.
2.16 REQUIRED REPORTS
a. Reporting Requirements. Once a quarter, during the term of this agreement,
the Contractor shall provide to Augusta, Georgia an initial response time
performance report relative to every request for 9-1-1 ambulance service
originating within each priority and zone classification (i.e. urban or rural)
within the Service Area. Separate reports shall be submitted for Urban and
Rural areas. Quarterly reports shall include a listing by zone classification of
Response Time Exceptions, including responses for which Augusta, Georgia
may grant Response Time Exemptions, as provided herein. The format of such
report shall be agreed upon by Contractor and Augusta, Georgia.
b. Request for Response Time Exemption. Once a quarter, during the term of
this agreement, the Contractor shall submit a list identifying Response Time
Exceptions for which it requests a Response Time Exemption. The Contractor's
request shall include sufficient documentation of the circumstances of each
incident to justify an Exemption.
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Response Time Exemptions will be granted for:
i. Requests occurring during a period of unusually severe weather
conditions, or other acts of God, 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 to Augusta, Georgia within ninety
(90)days after the event.
ii. Requests during a declared disaster confirmed by Augusta, Georgia
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
disaster event, the Contractor shall apply to the Contract Administrator
for retrospective relief from the late-run penalties accrued during the
period of disaster assistance and for a reasonable period of restocking
and recovery thereafter.
iii. Delayed response due to a mass casualty incident (MCI) where the
dispatch of three or more 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).
iv. Calls that do not result in patient transport by the Contractor. This may
be the result of no patient on scene or patient elects private transport to a
medical facility unless it can be established that the reason for the
absence of the patient or election of private transport was due to
Contractor's long response time.
c. Requests for Routine Medical Transportation. Contractor shall not be
required to comply with the response time standards and may refer to
Contractor's non-emergency operation or to an alternate transportation service
9-1-1 calls that are requests for routine medical transportation(e.g. to a doctor's
office rather than an emergency room).
d. 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 Contract Administrator.
e. Method of Measurement. For purposes of determining Contractor's
compliance with Response Time Standards,the following shall apply:
i. Requests not resulting in patient contact, unless it can be established
that the reason for the lack of patient contact was due to Contractor's
long response time (e.g. call was cancelled after the expiration of the
applicable response time standard),shall not be counted.
ii. Time-On-Scene shall be the time an ambulance crew or QRV
notifies Contractor's dispatch Center that it has arrived at the
incident location. Response to locations lacking access by way of a
street or road maintained for public or private use shall be measured
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as the interval between Time-Call-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 (e.g.
staging area). Arrival "at scene" shall be the time the ambulance
arrives at the designated staging location.
iii. In cases where multiple ambulances are dispatched to a single
incident, the Contractor's first arriving responder shall "stop the
clock" and response times of later-arriving ambulances shall be
excluded for response time statistics and late-run penalties.
f. Statistical Significance. A minimum 300 calls per quarter for each priority
type per zone shall be required 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, the stated address is repeated back to the
calling party by the dispatcher, and the stated address is 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 ambulance arrives at the scene.
h. Late Run Liquidated Damages. Within ninety (90) days of the final response
report for each quarter, Contractor shall pay a penalty of Five Hundred Dollars
($500) for each response Time Standard average that it fails to meet in a given
quarter(taking into account the provision of 300 or more non-exempt calls). In
the event of such non-compliance, the Contractor shall also pay Augusta,
Georgia 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%
equates to 2% of non-compliant calls). 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
Provided, however, that the maximum penalty for Priority One and Two
responses shall be$180 per call and$150 per call for Priority Three responses.
2.18 QUARTERLY EQUIPMENT REPORT. Within thirty (30) business days after the
end of each year's quarter, Contractor shall provide Augusta, Georgia with a list of
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.
2.19 QUARTERLY CONTRACT COMPLIANCE. The EMSAB shall meet quarterly to
receive information regarding Contractor's contract compliance and to discuss any
issues arising under the contract and review reports submitted. The Chairperson of the
EMSAB shall be elected each December for the following year.
2.20 RIGHT OF INSPECTION. Augusta, Georgia representatives may, at any reasonable
time,and from time to time to inspect facilities and equipment being used to operate the
EMS System and during normal business hours to audit, examine and copy or take
abstracts from Contractor's books and records with respect to the EMS System.
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2.21 OTHER PROVIDERS OF 9-1-1 EMERGENCY AMBULANCE SERVICES.
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, Augusta, Georgia shall not enter into any agreement with any other
contractor for ground response to 9-1-1 requests for Ambulance responses 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.
2.22 EMERGENCY REQUESTS TAKE PRIORITY. Whenever requests for
Ambulances are of such a volume that there are not sufficient Ambulances or personnel
to meet the needs of Non-Emergency responses 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.
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
c Disaster related payments as provided in Section 2.15 hereof
3.2 SUBSIDY. Augusta, Georgia agrees to pay Contractor the following Subsidy:
For 2014: $1,110,000.00
For 2015: $1,100,000.00
For 2016: $1,080,000.00
Payment of the annual subsidy amount shall be made by Augusta, Georgia 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 due and payable
on January 1,2014.
3.3 PATIENT CHARGES. Contractor may charge Patients who use its Emergency
Medical Services fees not in excess of those described on Exhibit "C" attached hereto,
subject to increases as provided for in Section 3.5 hereof. Augusta, Georgia shall have no
liability for the payment of any unpaid Patient Charges.
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
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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 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 Augusta, Georgia, which shall not unreasonably
be withheld.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
As an inducement to Augusta, Georgia to enter into this Agreement, Contractor
represents and warrants to Augusta, Georgia as follows:
4.1 DUE ORGANIZATION AND FORMATION. Contractor is 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 financial information concerning Contractor or its
assets provided to Augusta, Georgia 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.
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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 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 Augusta, Georgia 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, financial or otherwise,
of Contractor which has not been disclosed in writing to Augusta, Georgia.
ARTICLE V
ADDITIONAL COVENANTS
During the term of this Agreement, Contractor shall comply with each and every one of
the following covenants.
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5.1 COLLECTION OF PATIENT CHARGES. Contractor shall use its reasonable best
efforts to collect Patient Charges by utilizing all reasonable 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 TO AUDIT. Contractor shall permit Augusta, Georgia or its representatives,at
any reasonable time and from time to time,to inspect the facilities and equipment being
used to operate the EMS System and during normal business hours to audit, examine and
copy or take abstracts from Contractor's books and records with respect to the EMS
system.
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 Augusta, Georgia.
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. Contractor shall furnish Augusta, Georgia proof of
coverage for the insurance requirements stipulated below, provided that Contractor may
meet all or part of such requirements through self-insurance, to the extent permitted by
law, upon proof of the same to Augusta, Georgia. All policies shall be written on an
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occurrence basis. 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 ($1,000,000.00)
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.
d Excess liability limits of one million ($1,000,000) general aggregate over the
underlying limits outlined above,
e Workers' compensation and employer's liability insurance as required by and in
conformance with the laws of the state of Georgia.
5.7 COMPLIANCE WITH ABUSE REGULATIONS. Contractor shall comply with the
Departments' 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 Augusta, Georgia 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 REPRESENATIONS,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 Augusta, Georgia 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 one-quarter of the annual subsidy for each year of the contract,
including each renewal term. The guaranty of performance may be in the form of a
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cashier's check, certified check made payable to Augusta, Georgia, performance bond,
irrevocable letter of credit issued by a bank or savings& loan association, or other forms
of performance security acceptable to Augusta, Georgia that are substantially equivalent
to a performance bond in the amount of one-quarter of the annual subsidy for each year
of the contract, including each renewal term. The security will be provided to Augusta,
Georgia within thirty (30) days of the execution of this contract. Failure to meet the
criteria to be used for the requirements of bond or other form of security is a Default.
ARTICLE VI
TERNIINATION
6.1 Events of Default/Termination
a) If this Agreement, Contractor's proposal, or other information which Contractor has
provided to Augusta, Georgia in connection with the Contractor or the transactions
described in this agreement contains any untrue statement of a material fact or omits to
state a material fact necessary to make statements therein not misleading in the light of
circumstances under which it has made.
b) If a receiver is appointed to take possession of all of substantially of the assets of
Contractor, or Contractor makes an assignment for the benefit of creditors or files for
bankruptcy or fails to have dismissed within 30 days a petition for involuntary
bankruptcy.
c) If there is an attachment, lien, levy, encumbrance, execution or other judicial seizure of
all or substantially all of Contractor's assets (or any other right or interest of Contractor
in property) used to carry out its obligations under this Agreement, if such attachment,
lien, levy, encumbrance, execution or other seizure remains undismissed, undischarged,
or not released for a period of thirty (30) days after the attachment, lien, levy,
encumbrance,execution or other seizure thereof.
d) If Contractor fails to meet the Response Time Requirements in either Priority I, 2, or 3
calls or any combination for any three (3) consecutive quarters during the term of this
Agreement.
e) If Contractor shall breach any other term, condition or covenant of this Agreement and
such breach shall not be cured after written notice and a twenty (20) day right to cure
unless a longer or shorter cure period is elsewhere provided herin; provided, however,
that if the default cannot be cured within said twenty (20) day period and diligently
pursues the cure to completion, then the default shall be deemed timely cured, but in no
event shall the time to cure a default exceed sixty(60)days.
f) If Augusta, Georgia fails to may any payments due from it to Contractor under the terms
of this Agreement after written notice and a ten day right to cure.
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g) Augusta, Georgia or Contractor may, for its own convenience and at its sole option,
without cause and without prejudice to any other right or remedy of Augusta or
Contractor elect to terminate the Contract by delivering to the other party, at the address
listed in the Notices article of this Contract, a written notice of termination specifying the
effective date of termination. Such notice shall be delivered to Contractor or Augusta,
Georgia at least Ninety(90)days prior to the effective date of termination.
h) If neither Contractor nor Augusta, Georgia is the designed zone provider for Richmond
County, then this Agreement shall automatically terminate without any further obligation
by either party.
6.3 REMEDIES UPON DEFAULT. Upon the occurrence of Event of Default by
Contractor, Augusta, Georgia may terminate this Agreement by giving written notice of
termination to the Contractor which shall specify the effective date of the termination
which may be any date not later than thirty (30) days after the date of the notice of
termination as Augusta, Georgia in its sole discretion,shall determine.
6.4 PAYMENT IN THE EVENT OF DEFAULT. In case of termination of this Contract
before completion of the Work, Contractor will be paid only for the Work satisfactorily
performed through the effective date of termination as determined by Augusta,Georgia.
6.5 NO CONSEQUENTIAL DAMAGES. Except as otherwise provided in this General
Requirement,neither party shall be entitled to recover, lost profits, special,consequential
or punitive damages, attorney's fees or costs from the other party to this Contract for any
reason whatsoever.
6.6 SURVIVAL. Contractor's obligations pursuant to this General Requirement shall
survive any Acceptance of Work, or expiration or termination of this Contract.
ARTICLE VII
MISCELLANEOUS PROVISIONS
7.1 TERMINATION. On the date of termination of this Agreement,Augusta, Georgia 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 Augusta, Georgia. If Contractor and Augusta,
Georgia 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.
Augusta, Georgia 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. Augusta, Georgia may,
after the fair market value of the property to be purchased is determined, elect to waive
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its exercise of the option, in which event Augusta, Georgia shall pay the fees and
expenses of both appraisers if two appraisers are used or the one appraiser if one is used.
The property shall be transferred to Augusta, Georgia 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 Augusta, Georgia 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 of takeover of operations by Augusta, Georgia and shall
be paid in full within 120 days after notification to Contractor that Augusta, Georgia has
elected to exercise its option to purchase such Ambulances or other machinery and
equipment.
7.2 "LAME DUCK" PROVISIONS. Contractor shall in no way penalize any of its
employees who may apply for work with a competing Proposer in future bid cycles and
shall allow its employees to sign contingent employment agreements with competing
proposers at the employee's discretion. If contractor fails to win a future bid, Contractor
is prohibited from making any changes in Contractor's methods of operations which
significantly curb Contractor's operating costs during the final stages of the Agreement.
Any deterioration in quality or level of service during such "lame duck" period as
compared with previous quarters of operation may be viewed as an attempt by Contractor
to engage in excessive profit taking during the "lame duck" period, and Augusta,
Georgia, at its option, may calculate the value of such reduction, and may deduct the
amount of such value from Contractor's final payment.
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 Augusta,
Georgia. 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 of it shall not be held to prevent maintaining an
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action for failure to perform such work in accordance with the Agreement. Payment shall
not be a waiver by Augusta, Georgia 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 Augusta,Georgia. Augusta, Georgia 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 Augusta, Georgia 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 portion(s) shall be valid and enforceable and
carried into effect unless to do so would clearly violated 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, 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:
Augusta, Georgia Gold Cross EMS,Inc.
Attention: Administrator Attention: Chief Executive Officer
801 Municipal Building P.O.Box 14848
530 Greene Street Augusta, Georgia 30919
Augusta, Georgia 30911 Fax Number(706)396-2100
Fax Number(706)821-2819
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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 supersede 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. Except as specifically stated herein, Contractor shall
not be liable to Augusta, Georgia 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.
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.
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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 AUGUSTA, GEORGIA. To the extent allowable by law,
Augusta, Georgia 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 Augusta, Georgia, its Commissioners, officers,employees,
contractors, subcontractors, assigns or agents, or otherwise in connection with Augusta,
Georgia'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
Augusta, Georgia'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 Augusta, Georgia, 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), cause 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 operations of the EMS System.
7.21 INDEMNIFICATION OF CONTRACTOR. In the event of an emergency takeover,
to the extent allowable by law, Augusta, Georgia shall indemnify, hold harmless, and
defend Contractor against any and all claims arising out of Augusta, Georgia's use, care,
custody, and control of the vehicles, equipment and stations and negligent use of the
vehicles and equipment. Subject to the foregoing, Augusta, Georgia shall have the right
to authorize the use of the vehicles and equipment by another company. Should Augusta,
Georgia require a substitute provider to obtain insurance on the vehicles and equipment,
or should Augusta, Georgia choose to obtain insurance on the vehicles and equipment,
Contractor shall be "Named Additional Insured" on the policy, along with appropriate
endorsements and cancellation notice rights.
7.22 OWNERSHIP OF DOCUMENTS. Any document supplied by Contractor to Augusta
related to the services provided hereunder shall remain the property of Augusta. Augusta
reserves the right or approval prior to the distribution of any written material prepared by
21
Contractor. Contractor agrees that Augusta may reuse any and all such documents in its
sole discretion without first obtaining the permission of Contractor and without any
further payment to Contractor.
7.23 PROMPT PAYMENT ACT. The terms of this agreement supersede any and all
provisions of the Georgia Prompt Pay Act.
7.24 NO CONFLICT. Contractor represents and warrants that it presently has no interest,
direct or indirect, and covenants and agrees that it will not, during the term of this
Agreement, acquire any interest, direct or indirect that would conflict in any manner or
degree with the performance of its duties and obligations hereunder. Contractor further
covenants and agrees for itself, its agents, employees, directors and officers to comply
fully with the provisions of the Official Code of Georgia (O.C.G.A. §§45-10-20 et. seq.)
and the provisions of the Augusta, Georgia Code of Ethics governing conflicts of interest
of persons doing business with Augusta, Georgia as such provisions now exist and may
be amended hereafter. Contractor represents and warrants that such provisions are not
and will not be violated by the Agreement or the Contractor's performance hereunder.
7.25 PROHIBITED INTERESTS. No official of Augusta who is authorized in such
capacity and on behalf of Augusta to negotiate, make, accept, or approve, or to take part
in negotiating, making, accepting, or approving any public safety contract, or any
subcontract in connection with the Project, shall become directly or indirectly interested
personally in this Contract or in any part hereof. No officer or employee of or for
Augusta who is authorized in such capacity and on behalf of Augusta to exercise any
legislative, executive, supervisory, or other similar functions in connection with the
Project, shall become directly or indirectly interested personally in this Contract or in any
part thereof, any material supply contract, subcontract, insurance contract, or any other
contract pertaining to the Project.
7.26 CONTINGENT FEES. Consultant warrants that no person or selling agency has been
employed or retained to solicit or secure this Agreement upon an agreement or
understanding for a commission, percentage, brokerage, or contingent fee, excepting
bona fide employees or bona fide established commercial or selling agencies maintained
by Consultant for the purpose of securing business and that the Consultant has not
received any non-Augusta fee related to this Agreement without the prior written consent
of Augusta. For breach or violation of this warranty, Augusta shall have the right to
annul this Agreement without liability or at its discretion to deduct from the Agreement
Price of consideration the full amount of such commission, percentage, brokerage or
contingent fee.
7.27 COMPLIANCE WITH APPLICABLE LAWS. The Contractor's attention is directed
to the fact that all applicable federal, state, and County laws, municipal ordinances, and
the rules and regulations of all authorities having jurisdiction over the Work shall apply
to the Contract throughout, and they will be deemed to be included in the Contract the
same as though herein written out in full. The Contractor shall keep itself and its
22
employees fully informed of all laws, ordinances, and regulations in any manner affecting
those engaged or employed in the Work or the materials used in the Work or in any way
affecting the conduct of the Work and of all orders and decrees of bodies or tribunals
having any jurisdiction or authority over same. If Contractor discovers any discrepancy
or inconsistency in this Contract in relation to any such law, regulation, ordinance, order,
or decree, Contractor shall promptly report the same, in writing, to Augusta. Contractor
shall at all times observe and comply with all such laws,ordinances, and regulations, and
shall protect and indemnify Augusta and its agents against any all damages and claims
arising out of any violation of such law, ordinance, regulation, order, or decree, whether
by Contractor or its employees.
7.28 GEORGIA OPEN RECORDS ACT. Contractor shall comply with the Georgia Open
Records Act,O.C.G.A. § 50-18-70 et seq.
7.29 JUDICIAL INTERPRETATION. The law of the State of Georgia shall govern the
construction of this Contract. Should any provision of this Agreement require judicial
interpretation, it is agreed that the court interpreting or construing the same shall not
apply a presumption that the terms hereof shall be more strictly construed against one
party by reason of the rule of construction that a document is to be construed more
strictly against the party who itself or through its agent prepared same, it being agreed
that the agents of all parties have participated in the preparation hereof and all parties
have had an adequate opportunity to consult with legal counsel. In interpreting this
Contract in its entirety, the printed provisions of this Contract and any additions written
or typed hereon shall be given equal weight, and there shall be no inference,by operation
of law or otherwise, that any provision of this Contract shall be construed against either
party hereto.
7.30 LOCAL SMALL BUSINESS. In accordance with Chapter 10B of the AUGUSTA, GA.
CODE, Contractor expressly agrees to collect and maintain all records necessary to for
Augusta, Georgia to evaluate the effectiveness of its Local Small Business Opportunity
Program and to make such records available to Augusta, Georgia. The requirements of
the Local Small Business Opportunity Program can be found at www.augustaga.gov. In
accordance with AUGUSTA, GA. CODE § 1-10-129(d)(7), for all contracts where a local
small business goal has been established, the contractor is required to provide local small
business utilization reports. Contractor shall report to Augusta, Georgia the total dollars
paid to each local small business on each contract, and shall provide such payment
affidavits, regarding payment to subcontractors as may be requested by Augusta,
Georgia. Such documents shall be in the format specified by the Director of minority and
small business opportunities, and shall be submitted at such times as required by
Augusta, Georgia. Failure to provide such reports within the time period specified by
Augusta, Georgia shall entitle Augusta, Georgia to exercise any of the remedies set forth,
including but not limited to, withholding payment from the contractor and/or collecting
liquidated damages.
7.31 MODIFICATION. Contractor acknowledges that this contract and any changes to it by
amendment, modification, change order or other similar document may have required or
23
may require the legislative authorization of the Board of Commissioners and approval of
the Mayor. Under Georgia law, Contractor is deemed to possess knowledge concerning
Augusta, Georgia's ability to assume contractual obligations and the consequences of
Contractor's provision of goods or services to Augusta, Georgia under an unauthorized
contract, amendment, modification, change order or other similar document, including
the possibility that the Contractor may be precluded from recovering payment for such
unauthorized goods or services. Accordingly, Contractor agrees that if it provides goods
or services to Augusta, Georgia under a contract that has not received proper legislative
authorization or if the Contractor provides goods or services to Augusta, Georgia in
excess of the any contractually authorized goods or services, as required by Augusta,
Georgia's Charter and Code, Augusta, Georgia may withhold payment for any
unauthorized goods or services provided by Contractor. Contractor assumes all risk of
non-payment for the provision of any unauthorized goods or services to Augusta,
Georgia,and it waives all claims to payment or to other remedies for the provision of any
unauthorized goods or services to Augusta, Georgia, however characterized, including,
without limitation,all remedies at law or equity.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in
three counterparts, each to be considered as an original by their authorized representative, this
the 141' day ofj fb.,2014.
CONTRAC R AUGUS ,
By: ..^-y c.�G-
VINCE BROGouN DEKE COPENHAVER \\t
Chief Executive Officer Mayor
Gold Cross EMS,Inc. Augusta,Georgia
ATTEST: ATTEST:
Ciidim& 0. `/23,92aweL
N e: r ,t.kMey AJ. NODAL 9kl
Title: GAtio 40.Clerk to thw3drtdroiGumm' sioners.�
of August Georgia
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EMS Contract Page:26 of 28
EXHIBIT B
CONTRACTORS KEY PERSONNEL
Vince Brogdon,CEO
Frank Lindley,CFO
Matt Paynter,Director of Operations
Steven Vincent,Director of Information Technology
Michael Willis,Director of Clinical Services
Christa Duckworth,Director of Communications Center
26
EXHIBIT C
PATIENT TRANSPORT CHARGES
Gold Cross EMS rates are ALL INCLUSIVE. The only variation to this ALL INCLUSIVE
format is the requirement by MEDICAID to charge for oxygen at their prescribed rate of$39.00.
Of course,ANY MEDICAID payment is at their allowable rate,not what is charged by provider.
AMBULANCE:
ALS BASE RATE $909.67
BLS BASE RATE $811.27
MILEAGE RATE $ 14.08
27
Key Terms for Renegotiated Gold Cross Contract
• Contract Administrator: Administrator
• Advisory Committee consisting of: Augusta, Georgia designee; Gold Cross designee;
Augusta, Georgia Fire Department Medical Director; Gold Cross Medical Director; and
Sheriff's Office Designee with sufficient knowledge, skill, and experience to participate
meaningfully
o Meet quarterly
o Rotate Chairperson
o Committee shall receive information and discuss any issues arising under the
contract
• Gold Cross to obtain 800 mHz radios that will be programmed to be compatible with
Augusta's 911 Communications to provide one touch communications
• Ambulances: Guaranteed 240 ambulance hours (480 man hours)per day with a minimum
of 10 ambulance during peak time(8am-8pm) and a minimum of 6 ambulances during
non-peak time of which at least 60%will be ALS
• Response times:
Level Urban Rural
Priority 1: Life-threatening Less than 8:00 minutes— Less than 11:00 minutes—
calls 90% of calls 90% of calls
Priority 2: All other Less than 10:00 minutes— Less than 13:00 minutes—
Emergency calls 90% of calls 90% of calls
Priority 3: Non-emergency 20:00 minutes or less— 21:00 minutes of less—
ambulance transport of 89%of calls 80%of calls
patient
• Late Run Liquidated Damages. Within thirty(30) days of the final response report for
each month, Contractor shall pay Augusta a penalty of Five Hundred Dollars($500) for
each Response Time Standard percentage that Contractor fails to meet in any given
month. Additionally, Contractor shall pay Augusta a late-run penalty for each whole
minute a subject Response Time exceeds the applicable Response Time Standard as
shown:
Priority One $12 per minute $250 maximum per call
Priority Two $6 per minute $180 maximum per call
Priority Three $3 per minute $150 maximum per call
• Monthly reporting with Augusta maintaining the right to audit
• Gold Cross will provide a system status board in the Augusta 911 Center which will
provide real time data of locations and availability of Gold Cross ambulances; system
status board will inform 911 Center when Gold Cross is down to 2 ambulances or less
• Gold Cross will enter into mutual aid agreements with other local 24-hour licensed
service providers who can be called in the event Gold Cross gets to system stat6us zero
• Gold Cross with furnish oxygen for Augusta's ambulances
• Gold Cross will restock AED pads for Augusta's ambulances on a one-to-one basis for
patients transferred to Gold Cross
• Three year contract with two 1-year renewals possible; evergreen clause eliminated
• Mutual 90-day convenience termination clause
• Event of default. Any one of the following events shall be considered an Event of
Default:
a. If Contractor fails to maintain in full force and effect the performance bond required by
this Agreement;
b. If Contractor fails to maintain or lose any license, appointment, or any authorization or
approval needed for Contractor to carry out its obligations under this Agreement in
accordance with all applicable laws, ordinary rules or regulations;
c. If a receiver is appointed to take possession of all or substantially all of the assets of
Contractor, or Contractor makes an assignments for the benefit of creditor or files for
bankruptcy or fails to have dismissed within thirty(30) days a petition for involuntary
bankruptcy;
d. If there is an attachment, lien, levy, encumbrance, execution or other judicial seizure of
all or substantially all of Contractor's assets (pr any other right or interest of Contractor
in property)used to carry out its obligations under this Agreement, if such attachment,
lien, levy, encumbrance, execution or other seizure remains undismissed,undischarged,
or not released for a period of thirty(30)days after the attachment, lien, levy,
encumbrance, execution or other seizure thereof;
e. If Contractor fails to meet any of the Response Time Standards percentages for any three
(3) consecutive months or four(4) non-consecutive months of any calendar year during
any term of this Agreement;
f. If Contractor breaches any other term, condition or covenant of this Agreement and such
breach is not cured after written notice and a ten(10) day right to cure unless a longer or
shorter cure period is elsewhere provided herein;provided, however,that if the default
cannot be cured within said ten(10) day period and Contractor diligently pursues the cure
to completion,then the default shall be deemed timely cured,but in no event shall the
time to cure a default exceed thirty(30) days;
g. If Augusta fails to make any payments due from it to Contractor under the terms of this
Agreement after written notice and a ten(10)day right to cure.
• Supplement reduction amount:
Year One $120,000 reduction
Year Two $130,000 reduction
Year Three $150,000 reduction
Annual Subsidy Paid to Gold Cross Since 2006
Year Amount
2006 $1,330,000
2007 $1,330,000
2008 $1,300,000
2009 $1,250,000
2010 $1,200,000
2011 $1,200,000
2012 $1,200,000
2013 $1,200,000
2014 $1,110,000
2015 $1,100,000
2016 $1,080,000
111.111,
RICHMOND COUNTY EMS ZONE TIMELINE
Date Event
2005 Augusta& Gold Cross ("GC")made co-zone providers at request of Augusta
7/25/12 GC writes letter to Region VI asking to be made primary zone provider
11/1/12 Oral argument with Region VI as to inappropriateness of GC request
11/5/12 GC rescinds request
11/9/12 GC Director of Operations becomes Regional Program Director for Region VI
8/1/13 Richmond County Zone opened
11/14/13 Zoning Committee recommends Augusta for zone
11/14/13 Council recommends Augusta for zone
1/13/14 Department of Public Health("DPH")holds public hearing on recommendation
2/13/14 DPH remands back to Council to focus on economy, efficiency, & benefit to
public welfare
4/3/14 Zoning Committee recommends GC 2-to-1
5/1/14 Council recommends GC for the zone
6/2/14 DPH approves recommendation of GC without public hearing
6/30/14 Petition for Judicial Review filed with Superior Court
12/29/14 Augusta's brief in support of reversal of DPH filed
1/27/15 Briefs in support of upholding of DPH filed by DPH and GC
7/6/15 Oral argument
8/31/15 Superior Court upheld decision of DPH
9/30/15 Appeal to Court of Appeals filed
1