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HomeMy WebLinkAbout1995-079 Agrmt - Emergency MedicalCITY OF ASHL A ND CITY HALL ASHLAND, OREGON 97520 telephone (code 503) 482-3211 June 23, 1995 Mr. James Watson, Administrator Ashland Community Hospital 280 Maple Street Ashland OR 97520 Appraisal of ALS Dear Jim: Attached is a copy of the contract for the appraisal of A.L.S. from Emergency Medical Solutions. I have signed it and it has been returned to Dennis Murphy. As we agreed yesterday, we will split the billings as they are rendered by the consultant. The schedule of payments is shown on page 2. I also mentioned our interest in providing the service with Fire Department personnel. We are working towards that goal, assuming the acquisition is feasible. There are several areas where we will need the Hospital's cooperation. I see this as something that could be mutually beneficial to our two agencies. The real property is of no interest to the Fire Department and is probably a major portion of the value of the business. If you have any questions, please give me a call. Sincerely, mquist City Administrator/~ cc: Jill Turner, Finance Director Keith Woodley, Fire Chief Emergency Medical Solutions June 19,1995 Keith Woodley -, Fire Chief Ashland Fire Department 455 Siskiyou Boulevard Ashland, Oregon 97520 Dear Chief Woodley: All adjustments requested by the Ashland City Attorney can be accommodated. The new agreement reflects these changes. However, if I am requested to put a specific date in the agreement versus a 90 day duration, I must opt for August 31 rather than August 15. This reflects the fact that I am providing a form of written guaranty of performance, even though I haven't even begun work yet. I will still do my best to meet the August 15 deadline. In addition, the separation of work to be performed has been accomplished by eliminating the business plan and ambulance membership plan from this agreement. Section 1 of the agreement recognizes the potential need for additional consulting. In this case a second agreement similar to the first would be used. The impact of the "two-phase" approach is the reduction of price from $9,375 to $6,500. This would be a definite advantage if Mr. Brown declined the City's acquisition offer. However, when the work is separated, there is a significant loss of economy of scale in performing multiple tasks when on site (i.e., parts of phase 1 and phase 2 are performed on the same visit). Therefore, there is no significant shortening of the time line and the cost for phase 2 done separately is $5,000. This increases the total cost for both phases by $2,125. I am willing to begin the project as soon as you determine which method works best for you. I will call you Tuesday to confirm and then mail an agreement for Brian Almquist's signature. We will then need to schedule the first site visit and physical evaluation of Ashland Life Support's assets. Sincerely, Dennis Mmphy Project Manager DMM: sn,~n 2412 North 16th Street Springfield, Oregon 97477 (503) 746-3794 PROFESSIONAL SERVICES AGREEMENT EMERGENCY MEDICAL SOLUTIONS This AGREEMENT is made and entered into this day by and between the CITY OF ASHLAND, OREGON, hereinafter referred to as the "AGENCY,"~ and Dennis M. Murphy, dba EMERGENCY MEDICAL SOLUTIONS, hereinafter referred to as the "CONSULTANT"; WITNESSETH: WHEREAS, the AGENCY desires to have professional Emergency Medical Services consulting services performed as hereinafter set forth requiring specialized skills and other supporting capabilities; and WHEREAS, the CONSULTANT is qualified and possesses sufficient skills and expertise to perform the services identified in this Agreement; NOW, THEREFORE, in consideration of the terms, conditions, covenants, and performance, contained herein, the parties hereto agree as follows: I. SERVICES The CONSULTANT shall conduct a study of the Ashland, Oregon EMS system and perform a financial appraisal of Ashland Life Support ambulance service. Services shall be provided consistent with the scope and description of services identified as Attachment A and attached hereto. In event the AGENCY wishes to contract for services in addition to those identified in Attachment A, the AGENCY, by written authorization to the CONSULTANT, may contract for such additional services. The compensation for these additional services and the duration of time shall be as mutually agreed to by the parties. II. DURATION OF CONTRACT The CONSULTANT shall provide the services under this Agreement during the period commencing on the date of signing by both parties to the Agreement and ending on August 31, 1995. AGREEMENT - page 1 EMS\061895 III. COMPENSATION A. The AGENCY shall pay the CONSULTANT the sum of Six Thousand Five Hundred Dollars ($6,500) for the performance of services under this Agreement. This sum shall include payment for all professional consulting services, travel time and miscellaneou~ costs, including but not limited to printing, postage, telephone, and travel related expenses. B. Payment to the CONSULTANT shall be set forth in the following schedule. Payments shall be made to the CONSULTANT twenty (20) days following receipt by the AGENCY of the CONSULTANT'S invoice detailing and documenting charges for services under this Agreement. First Site Visit & Review of Ashland Life Support Assets, Deliver Work Plan 2,000 Assess Data & Deliver Preliminary Report 1,500 Deliver Draft of Full Report 1,500 Deliver Final Report TOTAL 1,500 $6,500 IV. RELATIONSHIP OF THE PARTIES A. The parties intend that an independent contractor/AGENCY relationship will be created by this Agreement. The AGENCY is interested primarily in the results to be achieved; the performance of services will lie solely with the CONSULTANT. No agent, employee, servant or representative of the CONSULTANT shall be deemed to be an employee, agent, servant or representative of the AGENCY for any purpose, and the employees of the CONSULTANT are not entitled to any of the benefits the AGENCY provides for its employees. The CONSULTANT will be solely and entirely responsible for the acts of its agents, employees, servants, subcontractors or otherwise during the performance of this Agreement. AGREEMENT - page 2 EMS\061895 B. In the performance of the services described herein, the CONSULTANT is an independent contractor with the authority to control and direct the performance of the details of the work; however, the services described herein shall be subject to the AGENCY'S general rights of inspection and review to secure satisfactory completion hereof. C. Communications between the CONSULTANT and the AGENCY shall be addressed to their regular place of business. The Fire Chief of the AGENCY shall serve as the AGENCY contact and supervisor of activities under this Agreement and the Project Manager of the CONSULTANT will serve as the CONSULTANT'S contact and supervisor of activities. V. OWNERSHIP OF ~,QCUMENTS A. Ownership of all documents produced by CONSULTANT on behalf of AGENCY shall become the property of the AGENCY. Documents shall be released only to AGENCY except as permission for release to others may be granted in writing by AGENCY. VI. PROHIBITION OF ASSIGNMENT A. No portion of the work performed by CONSULTANT may be assigned or subcontracted to any other person or entity except as expressly agreed to in writing by AGENCY. VII. HOLD HARMLESS The CONSULTANT expressly agrees to hold harmless the AGENCY and all of its officers, agents, employees or otherwise from any and all liability, loss or damages including reasonable costs of defense that they may suffer as a result of claims, demands, actions, or damages to any and all persons or property, costs or judgements against the AGENCY which results solely from the negligence of the CONSULTANT in the performance of this Agreement. The AGENCY expressly agrees to hold harmless the CONSULTANT and all of its officers, agents, employees or otherwise from any and all liability, loss or damages including reasonable costs of defense that they may suffer as a result of claims, demands, actions, or damages to any and all persons or property, costs or judgements against the CONSULTANTS which results solely from the negligence of the AGENCY in the performance of this Agreement. AGREEMENT - page 3 EMS\061895 VIII. ENTIRE CONTRACT The parties agree that this Agreement is the complete expression of the terms hereto and any oral representation or understandings not incorporated herein are excluded. Further, any modifications of this Agreement shall be in writing and signed by both parties. Failure to comply with any of the provisions stated herein shall constitute material breach of the Agreement and cause for termination. If litigation arises out of this Agreement, the prevailing party shall be entitled to recover its costs, including costs of discovery, together with filing and service fees and reasonable attorney's fees at the trial and appellate court levels. Both parties recognize that time is of the essence in the performance of any provision of this Agreement. It is also agreed by the parties that forgiveness of the nonperformance of any provision of this Agreement does not constitute a waiver of the provisions of this Agreement. IN WITNESS WHEREOF the parties have~aused this Agreement to be executed this~Z day of , 1995. DENNIS M. MURPHY, dba EMERGENCY MEDICAL SOLUTIONS CITY OF ASHLAND Content review byl~------, on / ;- AGREEMENT - page 4 EMS\061895 Attachment "A" CITY OF ASHLAND, OREGON AMBULANCE ACQUISITION SCOPE AND DESCRIPTION OF WORK Study preliminary data provided by Ashland Fire Department (AFD). Conduct the first of two site visits to perform a physical examination and assessment of Ashland Life Support ambulance service and gather pertinent data to complete a financial appraisal. The appraisal will include an estimate of current market value of the business and valuation of buildings and equipment for potential acquisition by the City of Ashland. A preliminary report on the financial appraisal of Ashland Life Support ambulance service will be developed and faxed or mailed to AFD. A telephone conference with the Fire Chief will be conducted to obtain feedback on the preliminary report. Upon completion of evaluations and assessments, a draft copy of the full report on City of Ashland acquisition of Ashland Life Support ambulance service will be prepared and copies will be mailed for review. A second telephone conference with the Fire Chief will be conducted for feedback on the draft report. Based on comments on the draft, the final City of Ashland Ambulance Acquisition Report will be prepared and mailed to the Fire Chief.