HomeMy WebLinkAboutMEDICAL DIRECTOR SERVICES CONTRACT WITH AUGUSTA UNIVERSITY MEDICAL ASSOCIATES FOR THE AUGUSTA FIRE DEPARTMENT MEDICAL DIRECTOR SERVICES CONTRACT
THIS PROFESSIONAL SERVICES CONTRACT ("Contract') is made and entered into by and
between Augusta, Georgia, a political subdivision of the State of Georgia, by and through its Board of
Commissioners, whose address is 535 Telfair Street, Augusta, Ga. 30901, hereinafter referred to as
"Augusta", and AU Medical Associates, whose address is 1499 Walton Way, Suite 1400, Augusta,
Georgia 30901 hereinafter referred to as "Consultant".
WHEREAS, Augusta desires to enter into a Contract with a qualified individual to serve as the Medical
Director for the Fire Department's Emergency Medical Services Program.
WHEREAS, Consultant responded to Augusta's RFP# 18-154 A and has represented to Augusta
that it is experienced and qualified to provide the services contained therein; and,
WHEREAS, Augusta has relied on such representation and Consultant was chosen as the most
qualified respondent based on its submittal.
NOW THEREFORE, in consideration of the foregoing, the provisions contained herein and the mutual
benefits derived here from and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged,Consultant and Augusta agree as follows:
1. Scope of Work. Consultant shall provide the following services:
A. Appoint a Georgia licensed physician member that is board certified by the American Board of
Emergency Medicine and is knowledgeable in EMS medical direction to serve as Medical
Director for the Augusta Fire Department(AFD)in accordance with the Official Code of Georgia
Annotated Title 31, Chapter 11, the Georgia Department of Human Resources Rule and
Regulations Chapter 290-5-30, and Georgia Health Code 88-31 to AFD staff members; and
provide medical control and oversight for the Fire Department;
B. Provide medical control and oversight for EMS programs including ALS, BLS, Infection
Control,community oriented training programs such as CERT,CPS and AED programs;
C. Provide medical control and oversight for the defibrillation program;
D. Design, evaluation, and administer a continuous quality improvement (CQI) and a
comprehensive quality assurance program(CQA);
E. Develop, review, or revise written operational and medical protocol procedures for EMS
pursuant to State of Georgia regulations to assure the medical service delivery of the EMS
Program by AFD and provide medical administration,support and oversight of EMS curriculum
development and education;
F. Provide medical liaison services between the Augusta Fire Department and the Augusta medical
community;
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G. Facilitate and implement the EMS Agenda for the future as developed by the National Highway
Traffic Safety Administration; and the GEMSIS-Shaping the Future of EMS in Georgia plan as
developed by the Georgia Department of Human Resources Division of Public Health Office of
Emergency Medical Services/Trauma;
H. Conduct at least one training activity each quarter;
I. Provide quarterly reports outlining the Services provided in the preceding quarter; and
J. Investigate and resolve medically related complaints against AFD, including the authority to
limit, suspend, or withdraw medical direction to any AFD staff member as described in Section
4 below.
K. The Medical Director is to provide his/her own cell phone.
2. Augusta's Obligations: Augusta agrees to:
A. Ensure that the Medical Director has appropriate access to Augusta officials as
reasonably needed;
B. Ensure that the Medical Director has access to run reports (PCRs), medical records,
dispatch logs, personnel files, and other documents as needed to fulfill the obligations
of this Contract;
C. Assist the Medical Director in preparation of EMS documents and reports;
D. Enforce employee remedial training as required in writing by the Medical Director;
E. Permit AFD staff members to function only at a level of practice authorized by the
Medical Director;
F. Assure that AFD staff members practice only under the medical direction or protocol
of the Medical Director, and no other physician, other than on-line medical control
provided during the patient encounters while on duty with AFD;
G. Agree to contact the Medical Director to obtain online medical direction services;
H. Provide a letter on Augusta letterhead, signed by an appropriate Augusta official that
state a Consultant physician member provides contract services to Augusta and serves
as the Medical Director of AFD, and specifically state that the Medical Director is
authorized to correspond with the medical community regarding matters within the
Medical Director's purview and to write letters of recommendation for ADF staff
members for paramedical class;
I. Assure that job descriptions and other documents relating to the employment of
individual providers contain appropriate provisions necessary to allow the Consultant
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physician member to fully exercise the Medical Director's authorities by law and under
this Contract without giving rise to an employment dispute or action; and
J. Provide access to computer-generated data and software, a portable radio and safety
equipment for use by the Medical Director.
3. Term.
This Contract shall commence as of the date executed by Augusta, Georgia("Commencement
Date") and shall have an initial term of two (2) years. Thereafter, this Contract may be
extended upon mutual written agreement. This Contract 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 sooner terminated in accordance with the
termination provisions of this Contract; (ii)automatically renew on each January 1 at 12:00am,
unless terminated in accordance with the termination provisions of this Contract; and (iii)
terminate absolutely, with no further renewals, five (5)years from the Commencement Date.
4. Standard of Performance.
A. Consultant represents and warrants that it has the necessary knowledge, experience,
abilities, skills and resources to perform its obligations under this Contract, and agrees
to perform its obligations in a professional manner, consistent with prevailing
industry/professional standards and practices.
B. Consultant agrees that the Medical Director shall provide a minimum of five (5)hours
of medical direction services, per week.
C. The Medical Director shall have the authority to limit, suspend, or withdraw medical
direction to any AFD staff member. The Medical Director shall give prior notice of
any such action to the AFD Fire Chief or his/her designee, or the earliest possible
notice, if prior notice cannot reasonably be given. The Medical Director will discuss
the limitations,suspension,or withdrawal of medical direction to an individual provider
with the AFD Fire Chief or his/her designee and, at the request of the AFD Fire Chief
or his/her designee,properly provide the basis for any such action in writing.
5. Oualifications. Licenses. and Permits: Compliance with Law.
A. Consultant represents and warrants that it has all licenses and permits necessary to conduct its
business and perform its obligations under this Contract, and agrees to comply with all
applicable federal, state, and local statutes regulations, codes, ordinances and policies in
performing its obligations under this Contract.
B. Consultant agrees that the Medical Director shall meet the following qualifications
criteria prior to and throughout the term of this Contract:
i. Be licensed by the Georgia Board of Medical Examiners to practice
medicine in the State of Georgia;
ii. Have active medical staff privileges at a hospital in the State of Georgia;
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iii. Have current Board Certification by the American Board of Emergency
Medicine;
iv. Be a graduate of the National Association of EMS Physicians EMS Medical
Directors Course and Practicum;
v. Must be eligible for certification by the American Board of Emergency
Medicare EMS Subspecialty Boards;
vi. Possess a valid Advanced Cardiac Life Support(ACLS)certification; and
vii. Possess a valid Georgia Driver's License.
6. Independent Consultant Relationship. The parties intend that Consultant's relationship to
Augusta in providing services hereunder shall be that of an independent Consultant. Nothing
in this Contract, nor any performance hereunder, is intended or shall be construed to create a
partnership, joint venture or relationship of agency or employment between Augusta and
Consultant. In providing services hereunder, Consultant shall represent itself to third parties as an
independent Consultant to Augusta and shall not hold itself out as having any authority to obligate
Augusta. Consultant shall have no authority for any complaints related to employment with
Augusta, Georgia and has no authority to hire, fire, discipline or otherwise effect the terms and
conditions of Augusta, Georgia employees,except as specifically set forth herein.
Augusta may, at its discretion, permit Consultant to use the AFD logo on business cards for
purpose of liaison activities with the local medical community, provided that Consultant is
identified on the business card as being under contract with Augusta and the form of the
business card is approved by Augusta prior to its use.
7. Confidentiality. Consultant agrees to treat all information disclosed by Augusta pursuant to this Contract
as confidential, and Consultant shall not disclose or use any such information except as required in
connection with the performance of its obligations under this Contract.
It is further agreed that if the Consultant, without prior approval from Augusta, releases any
information,the release of same shall be immediate grounds for termination ofthis Contract without
indemnity to the Consultant. Should any such information be released by Augusta or by the
Consultant with prior approval, the same shall be regarded as public information and no longer
subject to the restrictions of this Contract.
8. Assignment. Consultant does hereby assign, grant, and deliver to Augusta, and Augusta hereby
accepts, the entire worldwide right, title, and interest of every kind and nature whatsoever in and to
the deliverables under this Contract,including but not limited to any related intellectual property rights.
9. Records. Consultant shall maintain throughout the term of this Contract and for a period of six(6)
years thereafter, records that indicate the date, time, and nature of the services rendered. Consultant
shall make available for inspection by Augusta all records, books of account, memoranda, and other
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documents pertaining to Augusta, except medical records at any reasonable time upon request.
10. Open Records. Consultant acknowledges that all records relating to this Contract and the
services to be provided under the contract, may be a public record subject to Georgia's Open
Records Act (O.C.G.A. § 50-18-70, et seq). Consultant shall cooperate fully in responding to
such request and make all records not exempt,available for inspection and copying as provided by
law.
11. Fee; Expenses. This is a "part-time" consultant position and the consultant is expected
to work a minimum of five hours per week on this project. In consideration of Consultant
performing its obligations under this Contract,Augusta will pay Consultant:
a. The amounts as described in Exhibit"A" Compensation/Price List attached hereto. This will be
the total compensation paid to the Contractor except for payments, if any, made under
subparagraphs b and c below.
b. Additional Services: Augusta shall pay the Consultant for additional services requested
or authorized by Augusta, based on the fee schedule attached as Exhibit A. A properly
itemized invoice will be submitted for payment on a monthly basis,provided the service is
performed to standards and service is completed.
c. Additions or Deletions: Augusta may add or delete service requirements of this contract,
in writing. Such changes shall be negotiated based on a prorated price consistent with the
original price contained in the Consultant's response to
RFP#18-154 A, as supplemented.
12. Invoicing. Consultant shall submit monthly invoices to the Augusta Fire Chief identifying this
Contract and the amount payable. Payment of undisputed amounts shall be due and payable
thirty(30) days after Augusta's receipt of the invoice. Notwithstanding anything in the Bid or
Consultant's Proposal, Augusta shall have the right to withhold or deduct payments in the
event of Consultant's non-performance.
13. Georgia Prompt Pay Act Not Applicable. The terms of this Contract supersede any and all
provisions of the Georgia Prompt Pay Act.
14. Defective Pricing. To the extent that the pricing provided by Consultant is erroneous and
defective,the parties may by agreement,correct pricing errors to reflect the intent of the parties.
15. Prohibition Against Contingent Fees. The Consultant warrants that no person or selling agency
has been employed or retained to solicit or secure this Contract 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 Contract without the prior written consent of Augusta. For breach or
violation of this warranty, August shall have the right to annul this Contract without liability
or at its discretion to deduct from the Contract Price of consideration the full amount of such
commission,percentage, brokerage or contingent fee.
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16. Termination.This Contract may be terminated prior to the completion of Consultant's services:
a. upon thirty (30)days written notice to the other party, or
b. by either party upon a breach of this Contract (including, but not limited to, Consultant's
services being deemed unsatisfactory by Augusta. Provided however, the defaulting party
shall be given ten (10) days' written notice of the default. If the default remains uncured
ten(10)days after receiving written notice of such breach from the terminating party, the
terminating party can cancel this Contract.
c. This Contract may be terminated immediately if Consultant fails to maintain
insurance or fails to comply with the Workers' Compensation Act and applicable rules
as described in Section 21 herein. In the event of a termination of this Contract pursuant to
this Section,Augusta and Consultant will in good faith negotiate an appropriate reduction
in the fees payable to Consultant pursuant to Section 11 above.
17. Survival. Notwithstanding anything in this Contract to the contrary, the provisions of
Section 20 below shall survive any expiration or termination of this Contract, and each party shall
remain obligated to the other party under all provisions of this Contract that expressly or by their
nature extend beyond and survive the expiration or termination of this Contract.
18. Temporary Suspension or Delay of Performance of Contract.To the extent that it does not alter
the scope of this Contract, Augusta may unilaterally order a temporary stopping of the work, or
delaying of the work to be performed by Consultant under this Contract.
19. Specified Excuses for Delay or Non-Performance. Neither Augusta nor Consultant shall be
liable for any delay in the performance of this Contract, nor for any other breach, or for any loss or
damage arising from uncontrollable forces such as: fire, theft, storm, war, or any other major force that
could not have been reasonably avoided by the exercise of due diligence.
20. Indemnification. Consultant shall indemnify, hold harmless, protect and defend Augusta and its
Commissioners, elected officials, trustees, officers, employees, agents, and representatives (the
"Indemnified Parties") for, from, and against any and all demands, claims, suits, damages, losses,
liabilities, costs and expenses, including, but not limited to, court costs and attorneys' fees (the
"Indemnified Matters"), of any nature whatsoever (including, but not limited to, damage to or loss of
property, bodily injury or death), directly or indirectly arising out of or in connection with the performance
of Consultant's obligations under this Contract. Consultant's indemnification obligations shall apply
whether the Indemnified Matters are due in part to the concurrent fault or negligence of the Indemnified
Parties or others, but shall not extend to such concurrent fault or negligence. Consultant's defense
obligations under this Section shall be with attorneys approved by Augusta,which approval shall not
be unreasonably withheld.
Augusta shall indemnify, hold harmless, protect and defend Consultant and its officers, employees,agents,
and representatives (the "Indemnified Parties") for, from,and against any and all demands, claims, suits,
damages, losses, liabilities, costs and expenses, including, but not limited to, court costs and attorneys'
fees (the "Indemnified Matters"), of any nature whatsoever (including, but not limited to, damage to or
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loss of property, bodily injury or death), directly or indirectly arising out of or in connection with the
performance of Augusta's obligations under this Contract. Augusta's indemnification obligations shall
apply whether the Indemnified Matters are due in part to the concurrent fault or negligence of the
Indemnified Parties or others, but shall not extend to such concurrent fault or negligence.
21. Insurance. Consultant shall at all times that this Contract is in effect, cause to be maintained
in force and effect an insurance policy(s) that will ensure and indemnify Augusta against liability
or financial loss resulting from injuries occurring to persons or property or occurring as a result of
any negligent error, act, or omission of the Consultant in performance of the work during the term of
this Contract. Consultant shall provide, at all times that this Contract is in effect,insurance with limits
of not less than:
a. Workmen's Compensation Insurance in accordance with the State of Georgia;
b. General Liability Insurance in an amount of not less than One Million($1.000,000)Dollars
for injuries,including those resulting in death to any one person,and in an amount ofnot less than
One Million($1,000,000)Dollars on account of any one occurrence;
c. Professional Liability Insurance in an amount of not less than One Million($1,000,000)Dollars
or an amount that correlates to the aggregate fee on the project should it exceed $1,000,000.
All insurance policies required by this Contract will provide that they may not be canceled nor the
coverage materially changed without thirty(30)days prior written notice to Augusta.Augusta will
be named as an additional insured with respect to Consultant's liabilities hereunder in insurance
coverage identified in items B & C. Such policies shall name Augusta as a co-insured, except for
worker's compensation and professional liability policies,and a copy of such policy or a certificate
of insurance shall be filed with the Augusta at the time of the execution of this Contract.
Augusta agrees to identify one of Consultant's vehicle on Augusta's ambulance license for use by
the Medical Director in responding to Augusta emergencies. Consultant assumes all responsibility
for ensuring treat the vehicle complies with all applicable laws, rules, and regulations pertaining
to ambulance supervisor vehicles. Consultant shall be responsible for any fines or other
consequences resulting from Consultant's failure to comply with any applicable laws, rules, or
regulations pertaining to ambulance supervisor vehicles. Augusta shall have the right to inspect
the vehicle at any reasonable time. Consultant shall provide adequate vehicle insurance in
accordance with all applicable laws, rules, and regulations pertaining to ambulance supervisor
vehicles. Consultant will lose this benefit in the event that Augusta no longer possess an
ambulance license.
22.Power and Authority: Due Authorization:No Conflict:Enforcea bility. Each party represents and
warrants to the other party that: (i)such party has the power and authority to execute,deliver and perform
its obligations under this Contract; (ii)the execution, delivery and performance of this Contract have
been duly authorized by such party and do not and shall not conflict with any agreement or instrument
to which it is bound; (iii)this Contract constitutes the legal valid and binding obligation of such party,
enforceable against it in accordance with its terms; (iv) no circumstances exist which will cause a
Conflict of Interests in performing the services required by this Contract, to include the Consultant and
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his or her employees or agents performing under this contract and are NOT employees or agents of
Augusta, or any public agency or official affected by this contract; (v)no employee of Augusta or any
public agency or official affected by the contract be employed by the Consultant for the period of
Contract duration.
23. Entire Agreement: Severability: Further Assurances. This Contract including any exhibits
attached hereto and RFP #18-154 A, including any attachments thereto, constitutes the entire
Agreement between the parties,and supersedes all prior and contemporaneous contracts,understandings
and negotiations,with respect to the subject matter hereof. Inthe event any provision of this Contract is
determined to be invalid or unenforceable, it is the desire and intention of the parties that such invalidity
or unenforceability not invalidate or render unenforceable the remainder of the Contract and that such
provision be reformed and construed in such a manner that it will, to the maximum extent practicable,
be deemed valid and enforceable, and the rights and obligations of the parties shall be construed and
enforced accordingly. Each party shall execute and deliver such further documents and take such further
actions as may be required or reasonably requested by the other party to effectuate the purposes of
this Contract.
24. No Assignment; No Amendment: No Waiver. This Contract (i) may not be assigned or
transferred, in whole or inpart,by operation of law or otherwise,by either party without the prior written
consent of the other party, and(ii)may not be amended or modified by course of conduct or otherwise,
except in a writing duly executed by each of the parties.
25. Acknowledgement. Consultant acknowledges that this contract and any changes to it by
amendment, modification, change order or other similar document may have required or may
require the legislative authorization of the Board of Commissioners and approval of the Mayor.
Under Georgia law, Consultant is deemed to possess knowledge concerning Augusta's ability to
assume contractual obligations and the consequences of Consultant's provision of goods or
services to Augusta under an unauthorized contract amendment, modification, change order
or other similar document, including the possibility that the Consultant may be precluded from
recovering payment for such unauthorized goods or services. Accordingly, Consultant agrees
that if it provides goods or services to Augusta under a contract that has not received proper
legislative authorization or if the Consultant provides goods or services to Augusta in excess of
the any contractually authorized goods or services, as required by Augusta's Charter and Code,
Augusta may withhold payment for any unauthorized goods or services provided by Consultant.
Consultant assumes all risk of nonpayment for the provision of any unauthorized goods or services
to Augusta, and it waives all claims to payment or to other remedies for the provision of any
unauthorized goods or services to Augusta, however characterized, including, without limitation, all
remedies at law or equity. Any waiver of any provision of this Contract shall be in writing duly
executed by the waiving party. The failure or delay by either party to seek redress for any breach
or default under this Contract, or to insist upon the strict performance of any provision of this
Contract shall not constitute a waiver thereof or of any other provision of this Contract, and such
party shall have all remedies provided herein and at law and in equity with respect to such act and
any subsequent act constituting the same.
26. Notice. Any notices required under this Contract shall be made in writing, postage prepaid to the
following addresses, and shall be deemed given upon hand deliver, verified delivery by telecopy (followed
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by copy sent by United States mail), or three (3)days after deposit in the United Stated Mail:
AUGUSTA: AUGUSTA FIRE CHIEF
AUGUSTA FIRE DEPARTMENT ADMINISTRATION
3117 DEANS BRIDGE ROAD
AUGUSTA,GA. 30906
COURTESY COPY TO:GENERAL COUNSEL
AUGUSTA LAW DEPARTMENT
535 TELFAIR STREET,BUILDING 3000
AUGUSTA,GA.30901
CONSULTANT: AU MEDICAL ASSOCIATES
AU HEALTH SYSTEM LEGAL OFFICE
1120 15th Street, SUITE BA-8255
AUGUSTA,GA. 30912
27. Right to Inspect Premises. Augusta may, at reasonable times, inspect the part of the plant, place
of business, or work site of Consultant or any subcontractor of Consultant or subunit thereof which is
pertinent to the performance of any contract awarded or to be awarded by Augusta.
28. Subcontract. The Consultant shall not subcontract any part of the work covered by this Contract or
permit subcontracted work to be further subcontracted without Augusta's prior written approval of the
subcontractor.
29. Drug Free Workplace: Contractor will not engage in the unlawful manufacture, sale,
distribution, dispensation, possession, or use of a controlled substance or marijuana during the
performance of this contract. If Contractor has more than one employee, including Contractor,
Contractor shall provide for such employee(s)a drug-free workplace program, in accordance with
the Georgia Drug-free Workplace Act as provided in O.C.G.A. Section 50-24-1 et seq.,throughout
the duration of this Contract.
30. Non-Discrimination. During the performance of this contract, the Contractor shall comply
with all federal and state non-discrimination laws,regulations and policies in the administration of
this contract. In the event of the Contractor's non-compliance or refusal to comply with any non-
discrimination law, regulation, or policy in the administration of this contract, this contract may
be rescinded, canceled or terminated in whole or in part, and the Contractor may be declared
ineligible
for further contracts with Augusta. The Contractor shall, however, be given a reasonable time in
which to correct any non-compliance.
31. Local Small Business Program. In accordance with Chapter lOB of the Augusta, Ga. Code,
Contractor expressly agrees to collect and maintain all records necessary 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
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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.
32. E-VERIFY: All Contractors and subcontractors entering into Contracts with Augusta, GA for
the physical performance of services shall be required to execute an Affidavit verifying its
compliance with O.C.G.A. § 13-10-91 stating affirmatively that the individual,firm,or corporation
which is contracting with Augusta, Georgia has registered with and is participating in a federal
work authorization program. All contractors and subcontractors must provide their E-Ver fy
number and must be in compliance with the electronic verification of work authorized programs
operated by the United States Department of Homeland Security or any equivalent federal work
authorization program operated by the United States Department of Homeland Security to verify
information of newly hired employees, pursuant to the Immigration Reform and Control Act of
1986 (IRCA), P.L. 99-603, in accordance with the applicability provisions and deadlines
established in O.C.G.A.§13-10-91 and shall continue to use the federal authorization program
throughout the contract term. All Contractors shall further agree that, should it employ or contract
with any subcontractor(s) in connection with the physical performance of services pursuant to its
contract with Augusta, Georgia the contractor will secure from each subcontractor(s) each
subcontractor's E-Verb number as evidence of verification of compliance with O.C.G.A. §13-10-
91 on the subcontractor affidavit provided in Rule 300-10-01-08 or a substantially similar form.
All contractors shall further agree to maintain records of such compliance and provide a copy of
each such verification to Augusta, Georgia at the time the subcontractor(s) is retained to perform
such physical services.
33. Governing Law; Jurisdiction and Venue; Attorneys' Fees. This Contract shall be governed
by, and construed and enforced in accordance with, the laws of the State of Georgia (without regard
to the conflicts or choice of law principles thereof). The parties irrevocably consent to the jurisdiction
of the State of Georgia, and agree that the Superior Court of Richmond County, Georgia, shall be an
appropriate and convenient place of venue to resolve any dispute with respect to this Contract. In the
event either party commences any proceeding against the other party with respect to this Contract,
the parties agree that neither party shall be entitled to recover attorneys' fees except as otherwise
specifically provided for by law.
34. Construction of Contract. The parties acknowledge and agree that both parties substantially
participated in negotiating the provisions of this Contract; and, therefore, the parties agree that this
Contract shall not be construed more favorably toward one party than the other party as a result of one
party primarily drafting the Contract. The section and other headings in this Contract are for convenience
of reference only and shall not be construed, expressly or by implication, so as to affect the meaning
or interpretation of any of the provisions hereof. This Section and other headings in this Contract
are for convenience of reference only and shall not affect,expressly or by implication,the meaning
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or interpretation of any of the provisions hereof.
35.Counterparts.This Contract may be executed in counterparts,each of which shall be deemed an original,
but all of which taken together shall constitute one and the same instrument.
36. Entire Contract. RFP# 18-154 A,and Vendor's response to RFP#18-154 A,this Contract, including
Attachments, represents the entire responsibilities and obligations between Augusta and Consultant and
supersedes all prior negotiations, representations, and agreements, either written or oral. All subsequent
Amendments,property executed,become part of this Contract by reference thereto.
37. Conflicting Provisions. In the event there are any conflicting provisions or requirements in
the component parts of this Contract, the several Contract Documents shall take precedence in
the following order:
RFP# 18-154 A and Vendor's response thereto
Contract, including Attachments
Amendments.
IN WITNESS WHEREOF,Consultant and Augusta have duly executed and delivered this Contract.
CONSULTANT:
AU MEDICAL ASSOCIATES
/ 5/30/18
' inted .me:
Julian Nuss i:um, MD date
itle: Chief Executive Offic
(corporate seal)
AUGUSTA, GEORGIA
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Exhibit "A" Compensation/Price List
The total price for services provided in the response to the RFP: 18-154 A
$39,000.00.