HomeMy WebLinkAbout1995-130 Agrmt - City of SpringfieldDEPARTMENT OF FIRE & LIFE SAFETY
EMERGENCY MEDICAL SERVICES
ACCOUNT SERVICES
FIREMED
December 21, 1995
225 FIFTH STREET
SPRINGFIELD OR 97477
(503) 7263737
FAX (50~3) 7,o6 2297
Keith Woodley, Fire Chief
Ashland Fire Department
455 Siskiyou Boulevard
Ashland OR 97520
Dear Chief Woodley:
Enclosed are two executable copies of the following contracts for your review and signature:
Professional Services Intergovernmental Agreement--Based upon your request, we had added
date specific language in paragraph 1.4 of the "Description of Services." All other agreement
terms remain the same. Please insert the information requested in paragraph 19, Notice, on
page three.
2. EMS Account Services Intergovernmental Agreement--Based upon our City Council's
direction, we have had to revise the per patient fee to $32.85 in paragraph 1.5 of Exhibit B.
All other agreement terms remain the same. Please insert the information requested in
paragraphs 1.2 and 1.3 on page one of Exhibit C.
If the terms and conditions of these contracts are acceptable to Ashland, please have your
authorized representative sign both copies of each agreement. Retain one copy of each for your
records and return the other copies to Dennis Murphy.
Thank you for the opportunity to provide services.
Sincerely,
John M. Garitz
Deputy Chief for Emergency Medical Services
Attachment: Professional Services Intergovernmental Agreement
EMS Account Services Intergovernmental Agreement
c:,oocv, sm ,,or
Professional Services Intergovernmental Agreement
2 This Agreement is entered into by and between the City of Springfield, an Oregon municipal corporation, acting by
3 and through its Department of Fire and Life Safety, hereinafter referred to as "Springfield" and the City of Ashland,
4 an Oregon municipal corporation, hereinafter referred to as "Ashland".
5 RECITALS
6 1. ORS 190.010 provides that units of local government may enter into agreements for the performance of
7 and all functions and activities that any party to the agreement, its officers, or agents have authority to
8 perforn~.
9 2. Springfield has experience and expertise in developing and operating fire department based fee-for-service
I 0 ambulance medical transportation services.
11 3. Ashland desires to enter into an Agreement with Springfield whereby Springfield will provide emergency
12 medical services consulting services to Ashland.
13 4. Springfield is willing to furnish emergency medical services consulting services to Ashland according to
14 the terms and conditions set forth herein.
15 AGREEMENT
16 NOW, THEREFORE, in consideration of the above recitals and the covenants contained herein, the parties hereby
17 agree as follows:
18 1. Description of Services. Springfield agrees to provide the following services.
19 1.1. Preparation of application for assignment of Ambulance Service Area (ASA) #6 for Jackson
20 County, Oregon to the City of Ashland.
21 1.2. Preparation of a business plan to include at a minimum, projected revenue and expenses, impact
22 on existing fire and EMS operations, and strategy for implementing an ambulance membership
23 (subscription) plan.
24 1.3. Any other information reasonably available to Springfield and not exempt from public disclosure
25 that will assist AshIand in implementing its ambulance service plan.
26 1.4. Services described in paragraph 1.1 shall be completed by January 15, 1996 for submission to Jackson
27 County by January 31, 1996. All other described services shall be completed by February 29, 1996.
28 2. Fee. Ashland agrees to pay Springfield the sum of $5,000.00, inclusive of all expenses.
29 3. Payment Schedule. Payments shall be made according to the following schedule:
30 $2,000.00 due upon Agreement execution,
3 l $1,000.00 due by January 5, 1996,
32 $2,000,00 due upon completion of specified services.
33 4. Term, Except as provided in paragraph 5, the term of this Agreement shall commence on December 7,
34 1995, and shall continue until the completion of the specified services and Springfield receives complete
35 and final payment.
36 5. Termination.
37 5.1. Either party may terminate this Agreement, with or without cause, upon delivery of notice of
38 termination to the other party.
39 5.2. Upon delivery ora notice of termination under this paragraph, both parties shall, by agreement,
40 make an appropriate written modifications governing completion of portions of Springfield's
41 work and payment therefore by Ashland.
Professional Services Intergovernmental Agreement--City of Ashland 12/20/95
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Entire Agreement. This Agreement embodies the entire Agreement of the parties. There are no promises,
terms, conditions, or obligations other than those contained herein. This Agreement shall supersede all
prior communications, representations, or agreements, either verbal or written, between the parties.
Modification. This Agreement or any of its Addenda may be modified at any time by mutual consent of
parties. No change or modification of this Agreement or any of its Addenda shall be valid or binding upon
the parties hereto unless such a change or modification is in writing signed by all the parties hereto.
Waiver and Breach. The waiver by either party of any breach or violation of any provision of this
Agreement shall not be deemed a waiver of such term or condition in the future.
Assignment. This Agreement is personal in nature and shall not be transferable by either party, either
voluntarily or involuntarily, without the other party's written permission.
Hold Harmless. To the extent allowable by the Oregon Constitution and within the limits of the Oregon
Tort Claims Act, each pa~ty agrees to defend, indemnify and hold harmless the other party, its officials,
agents, and employees from and against any and all claims, damages, losses, and expenses, including
fidelity losses and attorney fees that arise out of the action or inaction of either party, its officials, agents, or
employees in the performance of the obligations under this Agreement.
Notice of Adverse Action. Each party shall notify the other in writing, within five days of receiving any
written, or oral notice of any adverse action naming or otherwise involving the other.
Attorney Fees. In the event a lawsuit of any kind is instituted to collect any payment due or to obtain
performance of any kind under this Agreement, the prevailing party shall be entitled to collect from the
adverse party such additional sums as the court may adjudge for reasonable attorney fees plus all costs and
disbursements at trial and on any appeal.
Tort Claims. Parties to this Agreement am Oregon public entities and are subject to the Oregon Tort
Claims Act, ORS 30.260 to 30.300 (as now or hereafter amended).
Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the
laws of the State of Oregon as interpreted by the Oregon courts, and any litigation arising out of this
Agreement shall be conducted in the courts of the State of Oregon, County of Lane.
Severability. Invalidation of any term or provision herein by judgment or court order shall not affect any
other provision, which shall remain in full force and effect.
Legal Status of Parties. The Parties hereto are independent contractors and none of their respective
employees shall be deemed an agent, employee, or representative of the other party.
Force Majeur. Neither party to this Agreement shall be held responsible for delay or default caused by
fire, riot, acts of God and/or war that is beyond that party's reasonable control. Ashland may tern~inate this
Agreement upon written notice after determining such delay or default will reasonably prevent successful
performance of the Agreement.
Addenda. Each Addendum, if any, to this Agreement is made a part of this Agreement as though set forth
fully herein. Any provision of any Addendum that is in conflict with any provision of this Agreement shall
take precedence and supersede the conflicting provision of this Agreement.
Notice. Any notices required or desired to be given under this Agreement shall be given in writing and
may be delivered and served personally, or alternatively, may be deposited in the United States mail,
addressed as follows:
Springfield:
Dennis Murphy, Fire Chief
Springfield Fire and Life Safety
225 North Fifth Street
Springfield OR 97477
Phone: 541-726-3737 FAX: 541-726-2297
Professional Services Intergovernmental Agreement--City of Ashland 12/20/95
Page 2 of 3
! EMS Account Services Intergovernmental Agreement
2 This Agreement is entered into by and between the City of Springfield, an Oregon municipal corporation, acting by
3 and through its Department of Fire and Life Safety, hereinafter referred to as "Springfield" and the City of Ashland,
4 an Oregon municipal corporation, hereinafter referred to as "Ashland".
6 1. ORS 190.010 provides that units of local government may enter into agreements for the performance of
7 and all functions and activities that any party to the agreement, its officers, or agents have authority to
8 perform.
9 2. Timely and accurate billing, collection, and patient account services for ambulance services are high
10 priorities for both Ashland and Springfield.
11 3. Centralizing the billing and collection services pools expertise and reduces administrative costs.
12 4. Ashland desires to enter into an Agreement with Springfield whereby Springfield will provide billing,
13 collection, and patient account services on behalf of Ashland for patients serviced by the Ashland
14 Emergency Medical Services system.
15 5. Springfield is willing to furnish ambulance billing, collection, and patient account services to Ashland
16 according to the terms and conditions set forth herein.
17 AGREEMENT
18 NOW, THEREFORE, in consideration of the above recitals and the covenants contained herein, the parties hereby
19 agree as follows:
20 1. Description of Services. Springfield agrees to provide the services described in Exhibit A, which is
21 attached hereto and made a part hereof.
22 2. Ashland Responsibilities. Ashland agrees to perform the obligations and pay for the services performed
23 by Springfield at the rate and in the manner described in Exhibit B, which is attached hereto and made a
24 part hereof.
25 3. Term.
26 3.1. The initial term of this Agreement shall commence on January I, 1996 and shall continue until
27 December 3 l, 1998, unless extended or terminated as provided herein.
28 3.2. After the initial term, this Agreement shall automatically renew for successive one year periods,
29 unless terminated as provided herein.
30 3.3. During the initial term, Springfield shall submit a proposed fee for services and any other
31 proposed Agreement revisions to Ashland for its review no later than June 1 st of each year to be
32 effective beginning July 1st of that year and continuing for the next 12 months. If the parties,
33 after negotiation, agree on the fee for services and any other Agreement revisions, an Agreement
34 Modification that stipulates any and all Agreement changes shall be executed. The Agreement
35 Modification shall be attached to this Agreement.
36 3.4. After the initial term, and at least 30 days prior to the end of the Agreement period, or at the time
37 mutually agreed upon by Springfield Contxact Representative and Ashland Contract
38 Representative, Springfield shall submit a proposed fee for services and any other proposed
39 Agreement revisions to Ashland for its review. If the parties, after negotiation, agree on the fee
40 for services and any other Agreement revisions, an Agreement Modification that stipulates any
41 and all Agreement changes including the revised fee and term shall be executed. The Agreement
42 Modification shall be attached to this Agreement.
43 4. Termination. Any party may terminate this Agreement, with or without cause, upon 60 days prior written
44 notice to the other party's Contract Representative. If termination of this Agreement is made prior to the
45 completion of the initial term (December 31, 1998), Ashland agrees to compensate Springfield the sam of
EMS Account Services Intergovernmental Agreement--City of Ashland 12/20/95
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$9,500.00 as a reasonable estimation of service initiation expenses incurred by Springfield in connection
with this Agreement.
Obligations upon Termination. Except for Default pursuant to paragraph 6, upon termination,
Springfield shall continue to perform all services set forth in Exhibit A for all ambulance incidents
occurring prior to the termination date except that instead of turning problem accounts over to a collection
agency or small claims court, these accounts shall be returned to Ashland for further processing. Upon
completion of all services at termination, Springfield shall return all books, accounts, and records to
Ashland that relate solely to billing accounts received from Ashland. After termination, Springfield shall
have no obligation to render further services for Ashland except that Springfield shall continue to forward
payments received on Ashland accounts to Ashland.
Default. In the event Ashland shall fail to comply with any term or condition or fulfill any obligation of
this Agreement, Springfield may terminate the Agreement upon 14 days written notice to Ashland's
Contract Representative. Springfield shall turn over to Ashland all receipts, books, accounts, and records
in the possession of Springfield that relate solely to billing accounts received from Ashland. In such event,
Springfield shall have no obligation to render further services to Ashland except that Springfield shall
continue to forward payments received on Ashland's accounts to Ashland. The provisions of paragraph 4
shall apply in connection with a Agreement termination made under this provision.
Representatives. Each party shall appoint a Contract Representative to represent the party for the purpose
of extending this Agreement and giving or receiving any notices provided for in this Agreement and to
perform such other functions as are set forth in this Agreement and the Exhibits hereto. The initial
Contract Representatives are named on Exhibit C which is attached hereto and made a part hereof. A party
may change its Contract Representative by providing the other patty with an updated Exhibit C, approved
by either its City Manager or Fire Chief. Ashland shall appoint a Fire Department Representative to
perform the Fire Department functions stated on Exhibit B. The initial Fire Department Representative
named on Exhibit C may be changed in the same way that Contract Representatives are changed.
Entire Agreement. This Agreement embodies the entire agreement of the parties. There are no promises,
terms, conditions, or obligations other than those contained herein. This Agreement shall supersede all
prior communications, representations, or agreements, either verbal or written, between the parties.
Modification. This Agreement or any of its Exhibits may be modified at any time by mutual consent of
parties. No change or modification of this Agreement or any of its Exhibits shall be valid or binding upon
the parties hereto unless such a change or modification is in writing signed by all the parties hereto.
Waiver and Breach. The waiver by either party of any breach or violation of any provision of this
Agreement shall not be deemed a waiver of such term or condition in the future.
Attorney Fees. In the event of any action to enforce or interpret this Agreement, the prevailing party shall
be entitled to recover from the losing party such additional sums as the court may adjudge for reasonable
attorney fees plus all costs and disbursements at trial, on any appeal, or upon review.
Notice. Any notices required or desired to be given under this Agreement shall be given in writing and
may be delivered and served personally, or alternatively, may be deposited in the United States mail,
postage fully pre paid, addressed to the parties designated in Exhibit C. Such notice, if mailed in the State
of Oregon, shall be deemed delivered upon the second business day following the date postmarked. Either
party may change its address by notice given to the other in accordance with this paragraph.
Third Party Rights. The parties to this Agreement do not intend to confer on any third party any rights
under this Agreement.
Assignment. This Agreement is personal in nature and shall not be transferable by either party, either
voluntarily or involuntarily, without the other party's written permission.
Hold Harmless. To the extent allowable by the Oregon Constitution and within the limits of the Oregon
Tort Claims Act, each party agrees to defend, indemnify, and hold harmless the other party, its officials,
agents, and employees from and against any and all claims, damages, losses, and expenses, including
EMS Account Services Intergovernmental Agreement--City of Ashland 12/20/95
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fidelity losses and attorney fees that arise out of the action or inaction of either party, its officials, agents, or
employees in the performance of the obligations under this Agreement.
Notice of Adverse Action. Each party shall notify the other in writing, within five days of receiving any
written, or oral notice of any adverse action naming or otherwise involving the other.
Tort Claims. Parties to this Agreement are Oregon public entities and are subject to the Oregon Ton
Claims Act, ORS 30.260 to 30,300 (as now or hereafter amended).
Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the
laws of the State of Oregon as interpreted by the Oregon courts to the exclusion of all other courts which
might have jurisdiction apart from this provision. Any litigation arising out of this Agreement shall be
conducted in the courts of the State of Oregon, County of Lane.
Severability. Invalidation of any term or provision herein by judgment or court order shall not affect any
other provision, which shall remain in full force and effect.
Legal Status of Parties. The Parties hereto are independent contractors and none of their respective
employees shall be deemed an agent, employee, or representative of the other party.
Force Majeur. Neither party to this Agreement shall be held responsible for delay or default caused by
fire, riot, acts of God and/or war that is beyond that party's reasonable control. Ashland may terminate this
Agreement upon written notice after determining such delay or default will reasonably prevent successful
performance of the Agreement.
Exhibits. Each Exhibit, if any, to this Agreement is made a part of this Agreement as though set forth fully
herein. Any provision of any Exhibit that is in conflict with any provision of this Agreement shall take
precedence and supersede the conflicting provision of this Agreement.
Paragraph Headings. The paragraph headings appearing in this Agreement are not to be construed as
interpretations of the text, but are inserted for convenience and reference of the reader only.
BY THE SIGNATURE OF ITS AUTHORIZED REPRESENTATIVE BELOW, EACH PARTY
ACKNOWLEDGES THAT HE/SHE HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO
BE BOUND BY ITS TERMS AND CONDITIONS.
IN WITNESS WHEREOF, THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT.
CITY OF ASHLAND, OREGON:
CITY OF SPRINGFIELD, OREGON:
Print Name
Title
Date
EMS Account Services Intergovernmental Agreement--City of Ashland 12/20/95
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EXHIBIT A
Springfield Services. Springfield agrees to perform the following services:
1.1. Perform all billing and collection services for all ambulance service fees and charges established
by Ashland, including, but not limited to, collection costs and attorney fees.
1.2. Bill customers and/or insurance companies in a timely manner after receipt of patient billing
information from Ashland. Assist customers in the preparation of forms that are required by their
insurance companies.
1.3. Transfer all funds collected on Ashland accounts, whether received within the Agreement period
or thereafter, to Ashland on a monthly basis. Funds shall be transferred as soon as possible after
month-end posting has been completed. Receipts shall include all monies received by Springfield
on account of ambulance service provided by Ashland excluding any sums overpaid by the
customer which Springfield shall refund to the customer.
1.4. Springfield shall put Ashland's billing data on the same computer as its own billing data and shall
take all reasonable precautions to protect said data. Springfield shall not be responsible for loss of
Ashland dala, or any damages or loss to Ashland resulting from said loss of data, if that loss of
data results from circumstances beyond Springfield's control.
1.5. Provide the following data on a monthly basis:
1.5.1. Amount billed (categorized by non-member and member)
1.5.2. Number of patients billed (categorized by non-member and member)
1.5.3. Amount collected (categorized by non-member, member, and collection recovery)
1.5.4. Amount of write-downs and write-offs
1.5.5. Refunds made for overpayments
1.5.6. Other adjustments
1.5.7. Accounts Receivable balance
1.6. Assist Ashland in the formulation of ambulance rate structures and fees.
1.7. Assist Ashland in the development of managed healthcare agreements.
1.8. Springfield shall meet with Ashland's designated representative to discuss problems and
performance as needed.
1.9. Accept patient payments made with a VISA, MasterCard, Discover, or American Express credit
cards.
1.10. Allow patients to pay their bills in installments when the patient meets criteria for the installment
plan option.
EMS Account Services Intergovernmental Agreement--Exhibit A--City of Ashland
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EXHIBIT B
Ashland Payment and Obligations. Ashland agrees to make payment and perform as follows:
1.1. Cooperate to the greatest extent possible with Springfield in its efforts to perform the services
described in Exhibit A.
1.2. Have Fire Department Representative ensure that all ambulance service incident reports use
mutually agreed upon report forms and are completed according to the mutually agreed upon
instructions of Springfield. Forward incident reports and other billing information forms to
Springfield in a timely manner.
1.3. Designate a single person in an administrative position to receive and evaluate all complaints by
Ashland officials and employees regarding Springfield's performance under this Agreement, and
share the information with the appropriate Springfield Representative in a timely manner.
1.4. Refer all citizen inquiries regarding their statements to Springfield.
1.5. Pay Springfield the amount of $32.85 per patient billed on behalf of Ashland. Amount due for
services rendered by Springfield will be invoiced monthly. Invoices will be sent to Ashland as
soon as possible after month end patient statistics have been computed and will list the number of
patients billed and the amount due to Springfield.
1.6. Pay Springfield actual amount of credit card discounts applied to Ashland patient accounts when
patient account is paid with a credit card.
1.7. Pay Springfield additional billing and collection costs incurred by Springfield for special purposes
if such additional costs were approved by Ashland prior to being incurred.
1.8. Minimize Springfield's reporting requirements to as great an extent as is reasonably possible.
1.9. Meet with Springfield's designated representatives to discuss problems and performance as
needed.
1.10. Cooperate in the development or alteration of mutually acceptable billing and collection policies,
procedures, practices, or forms.
1.11. Permit Springfield to review and comment on any contract or agreement that Ashland may enter
into that could impact ambulance fees, charges, or billing and collection practices. Negotiate in
good faith any impact that the above mentioned contracts or agreements may have on
Springfield's ability to provide the services listed in Exhibit A or upon the price per patient billed
as listed in Exhibit B, paragraph 1.5.
1.12. Provide a liaison in or with Ashland's communication and dispatch center to assist with the
approval/denial process for non-emergency ambulance transfers.
1.13. Provide a current listing of members of Ashland's ambulance membership program, if applicable,
to ensure that member patients are billed according to the membership terms of agreement.
1.14. Provide, at Ashland's expense, a local Ashland seven digit telephone number that will
automatically forward calls to the Springfield Account Services office.
EMS Account Services Intergovernmental Agreement--Exhibit B--City of Ashland
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EXHIBIT C
Representatives. The following individuals are the designated representatives to perform the functions set
forth in this Agreement.
1.1. Springfield Contract Representative
1.2.
John Garitz, Deputy Chief
Springfield Fire and Life Safety
225 North Fifth Street
Springfield OR 97477
Phone: 541-726-3737 FAX: 541-726-2297
Ashland Contract Representative
Contact [!
Agency
Address
Cily State Zip
Phone FAX
Ashland Fire ,Dgpartment Representative
Contact Title
Agency
Address
Cit~ State Zip
Phone FAX
EMS Account Services Intergovernmental Agreement--Exhibit C--City of Ashland
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Professional Services Intergovernmental Agreement
This Agreement is entered into by and between the City of Springfield, an Oregon municipal corporation, acting by
and through its Department of Fire and Life Safety, hereinafter referred to as "Springfield" and the City of Ashland,
an Oregon municipal corporation, hereinafter referred to as "Ashland".
1. ORS 190.010 provides that units of local government may enter into agreements for the performance of
and all functions and activities that any party to the agreement, its officers, or agents have authority to
perform.
2. Springfield has experience and expertise in developing and operating fire department based fee-for-service
ambulance medical transportation services.
3. Ashland desires to enter into an Agreement with Springfield whereby Springfield will provide emergency
medical services consulting services to Ashland.
4. Springfield is willing to furnish emergency medical services consulting services to Ashland according to
the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the above recitals and the covenants contained herein, the parties hereby
agree as follows:
1. Description of Services. Springfield agrees to provide the following services.
l. 1. Preparation of application for assignment of Ambulance Service Area (ASA) #6 for Jackson
County, Oregon to the City of Ashland.
1.2. Preparation of a business plan to include at a minimum, projected revenue and expenses, impact
on existing fire and EMS operations, and slrategy for implementing an ambulance membership
(subscription) plan.
1.3. Any other information reasonably available to Springfield and not exempt from public disclosure
that will assist Ashland in implementing its ambulance service plan.
1.4. Services described in paragraph 1.1 shall be completed by January 15, 1996 for submission to Jackson
County by January 31, 1996. All other described services shall be completed by February 29, 1996.
2. Fee. Ashland agrees to pay Springfield the sum of $5,000.00, inclusive of all expenses.
3. Payment Schedule. Payments shall be made according to the following schedule:
$2,000.00 due upon Agreement execution,
$1,000.00 due by January 5, 1996,
$2,000.00 due upon completion of specified services.
4. Term. Except as provided in paragraph 5, the term of this Agreement shall commence on December 7,
1995, and shall continue until the completion of the specified services and Springfield receives complete
and final payment.
5. Termination.
5.1. Either party may terminate this Agreement, with or without cause, upon delivery of notice of
termination to the other party.
5.2. Upon delivery of a notice of termination under this paragraph, both parties shall, by agreement,
make an appropriate written modifications governing completion of portions of Springfield's
work and payment therefore by Ashland.
Professional Services Intergovernmental Agreement--City of Ashland 12/20/95
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Entire Agreement. This Agreement embodies the entire Agreement of the parties. There are no promises,
terms, conditions, or obligations other than those contained herein. This Agreement shall supersede all
prior communications, representations, or agreements, either verbal or written, between the parties.
Modification. This Agreement or any of its Addenda may be modified at any time by mutual consent of
parties. No change or modification of this Agreement or any of its Addenda shall be valid or binding upon
the parties hereto unless such a change or modification is in writing signed by all the parties hereto.
Waiver and Breach. The waiver by either party of any breach or violation of any provision of this
Agreement shall not be deemed a waiver of such term or condition in the future.
Assignment. This Agreement is personal in nature and shall not be transferable by either party, either
voluntarily or involuntarily, without the other party's written permission.
Hold Harmless. To the extent allowable by the Oregon Constitution and within the limits of the Oregon
Tort Claims Act, each party agrees to defend, indemnify and hold harmless the other party, its officials,
agents, and employees from and against any and all claims, damages, losses, and expenses, including
fidelity losses and attorney fees that arise out of the action or inaction of either party, its officials, agents, or
employees in the performance of the obligations under this Agreement.
Notice of Adverse Action. Each party shall notify the other in writing, within five days of receiving any
written, or oral notice of any adverse action naming or otherwise involving the other.
Attorney Fees. In the event a lawsuit of any kind is instituted to collect any payment due or to obtain
performance of any kind under this Agreement, the prevailing party shall be entitled to collect from the
adverse party such additional sums as the court may adjudge for reasonable attorney fees plus all costs and
disbursements at trial and on any appeal.
Tort Claims. Parties to this Agreement are Oregon public entities and are subject to the Oregon Tort
Claims Act, ORS 30.260 to 30.300 (as now or hereafter amended).
Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the
laws of the State of Oregon as interpreted by the Oregon courts, and any litigation arising out of this
Agreement shall be conducted in the courts of the State of Oregon, County of Lane.
Severability. Invalidation of any term or provision herein by judgment or court order shall not affect any
other provision, which shall remain in full force and effect.
Legal Status of Parties. The Parties hereto are independent contractors and none of their respective
employees shall be deemed an agent, employee, or representative of the other party.
Force Majeur. Neither party to this Agreement shall be held responsible for delay or default caused by
fire, riot, acts of God and/or war that is beyond that party's reasonable control. Ashland may terminate this
Agreement upon written notice after determining such delay or default will reasonably prevent successful
performance of the Agreement.
Addenda. Each Addendum, if any, to this Agreement is made a part of this Agreement as though set forth
fully herein. Any provision of any Addendum that is in conflict with any provision of this Agreement shall
take precedence and supersede the conflicting provision of this Agreement.
Notice. Any notices required or desired to be given under this Agreement shall be given in writing and
may be delivered and served personally, or alternatively, may be deposited in the United States mail,
addressed as follows:
Springfield:
Dennis Murphy, Fire Chief
Springfield Fire and Life Safety
225 North Fifth Street
Springfield OR 97477
Phone: 541-726-3737 FAX: 541-726-2297
Professional Services Intergovernmental Agreement--City of Ashland 12/20/95
Page 2 of 3
88
90 (Contaut) / / (Title)
92 (Agency) / V
94 (Address)
96 ~ (Ci~, State, Zip)
98 (Phone) (FAX)
99 Such notice, if mailed in the State of Oregon, shall be deemed delivered upon the second business
100 day following the date postmarked.
101 20. Paragraph Headings. ~e paragraph headings appearing in this Agreement ~e not to be cons~ed ~
102 inte~retations of the text, but are inserted for convenience and reference of the reader only.
103 BY THE SIGNATU~ OF ITS AUTHORIZED ~P~SENTATIVE BELOW, EACH PARTY
104 ACKNO~EDGES THAT HE/SHE HAS ~AD THIS AGREEMENT, ~DERSTANDS IT, AND AG~ES TO
105 BE BOUND BY ITS TERMS AND CONDITIONS.
106 IN WITNESS WHEREOF, THE PARTIES HE,TO HAVE EXECUTED THIS AGREEMENT.
107
CITY OF ASHLAND, OREGON:
Authorized Representative
Title
CITY OF SPRINGFIELD, OREGON:
Print Name
Title
Professional Services Intergovernmental Agreement--City of Ashland 12/20/95
Page 3 of 3 c kDOCkASHCNT DOC
I EMS Account Services Intergovernmental Agreement
2 This Agreement is entered into by and between the City of Springfield, an Oregon municipal corporation, acting by
3 and through its Department of Fire and Life Safety, hereinafter referred to as "Springfield" and the City of Ashland,
4 an Oregon municipal corporation, hereinafter referred to as "Ashland".
5 RECITALS
6 1. ORS 190.010 provides that units of local government may enter into agreements for the performance of
7 and all functions and activities that any party to the agreement, its officers, or agents have authority to
8 perform.
9 2. Timely and accurate billing, collection, and patient account services for ambulance services are high
10 priorities for both Ashland and Springfield.
11 3. Centralizing the billing and collection services pools expertise and reduces administrative costs.
12 4. Ashland desires to enter into an Agreement with Springfield whereby Springfield will provide billing,
13 collection, and patient account services on behalf of Ashland for patients serviced by the Ashland
14 Emergency Medical Services system.
15 5. Springfield is willing to furnish ambulance billing, collection, and patient account services to Ashland
16 according to the terms and conditions set forth herein.
17 AGREEMENT
18 NOW, THEREFORE, in consideration of the above recitals and the covenants contained herein, the parties hereby
19 agree as follows:
20 1. Description of Services. Springfield agrees to provide the services described in Exhibit A, which is
21 attached hereto and made a part hereof.
22 2. Ashland Responsibilities. Ashland agrees to perform the obligations and pay for the services performed
23 by Springfield at the rate and in the manner described in Exhibit B, which is attached hereto and made a
24 part hereof.
25 3. Term.
26 3.1. The initial term of this Agreement shall commence on January 1, 1996 and shall continue until
27 December 3 l, 1998, unless extended or terminated as provided herein.
28 3.2. After the initial term, this Agreement shall automatically renew for successive one year periods,
29 unless terminated as provided herein.
30 3.3. During the initial term, Springfield shall submit a proposed fee for services and any other
31 proposed Agreement revisions to Ashland for its review no later than June 1 st of each year to be
32 effective beginning July 1st ofthat year and continuing for the next 12 months. Ifthe parties,
33 after negotiation, agree on the fee for services and any other Agreement revisions, an Agreement
34 Modification that stipulates any and all Agreement changes shall be executed. The Agreement
35 Modification shall be attached to this Agreement.
36 3.4. After the initial term, and at least 30 days prior to the end of the Agreement period, or at the time
37 mutually agreed upon by Springfield Contract Representative and Ashland Contract
38 Representative, Springfield shall submit a proposed fee for services and any other proposed
39 Agreement revisions to Ashland for its review. If the parties, after negotiation, agree on the fee
40 for services and any other Agreement revisions, an Agreement Modification that stipulates any
41 and all Agreement changes including the revised fee and term shall be executed. The Agreement
42 Modification shall be attached to this Agreement.
43 4. Termination. Any party may terminate this Agreement, with or without cause, upon 60 days prior written
44 notice to the other party's Contract Representative. If termination of this Agreement is made prior to the
45 completion of the initial term (December 31, 1998), Ashland agrees to compensate Springfield the sum of
EMS Account Services Intergovernmental Agreement--City of Ashland 12/20/95
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$9,500.00 as a reasonable estimation of service initiation expenses incurred by Springfield in connection
with this Agreement.
Obligations upon Termination. Except for Default pursuant to paragraph 6, upon termination,
Springfield shall continue to perform all services set forth in Exhibit A for all ambulance incidents
occurring prior to the termination date except that instead of turning problem accounts over to a collection
agency or small claims court, these accounts shall be returned to Ashland for further processing. Upon
completion of all services at termination, Springfield shall return all books, accounts, and records to
Ashland that relate solely to billing accounts received from Ashland. After termination, Springfield shall
have no obligation to render further services for Ashland except that Springfield shall continue to forward
payments received on Ashland accounts to Ashland.
Default. In the event Ashland shall fail to comply with any term or condition or fulfill any obligation of
this Agreement, Springfield may terminate the Agreement upon 14 days written notice to Ashland's
Contract Representative. Springfield shall turn over to Ashland all receipts, books, accounts, and records
in the possession of Springfield that relate solely to billing accounts received from Ashland. In such event,
Springfield shall have no obligation to render further services to Ashland except that Springfield shall
continue to forward payments received on Ashland's accounts to Ashland. The provisions of paragraph 4
shall apply in connection with a Agreement termination made under this provision.
Representatives. Each party shall appoint a Contract Representative to represent the party for the purpose
of extending this Agreement and giving or receiving any notices provided for in this Agreement and to
perform such other functions as are set forth in this Agreement and the Exhibits hereto. The initial
Contract Representatives are named on Exhibit C which is attached hereto and made a part hereof. A party
may change its Contract Representative by providing the other party with an updated Exhibit C, approved
by either its City Manager or Fire Chief. Ashland shall appoint a Fire Department Representative to
perform the Fire Department functions stated on Exhibit B. The initial Fire Department Representative
named on Exhibit C may be changed in the same way that Contract Representatives are changed.
Entire Agreement. This Agreement embodies the entire agreement of the parties. There are no promises,
terms, conditions, or obligations other than those contained herein. This Agreement shall supersede all
prior communications, representations, or agreements, either verbal or written, between the parties.
Modification. This Agreement or any of its Exhibits may be modified at any time by mutual consent of
parties. No change or modification of this Agreement or any of its Exhibits shall be valid or binding upon
the parties hereto unless such a change or modification is in writing signed by all the parties hereto.
Waiver and Breach. The waiver by either party of any breach or violation of any provision of this
Agreement shall not be deemed a waiver of such term or condition in the future.
Attorney Fees. In the event of any action to enforce or interpret this Agreement, the prevailing party shall
be entitled to recover from the losing party such additional sums as the court may adjudge for reasonable
attorney fees plus all costs and disbursements at trial, on any appeal, or upon review.
Notice. Any notices required or desired to be given under this Agreement shall be given in writing and
may be delivered and served personally, or alternatively, may be deposited in the United States mail,
postage fully pre paid, addressed to the parties designated in Exhibit C. Such notice, if mailed in the State
of Oregon, shall be deemed delivered upon the second business day following the date postmarked. Either
party may change its address by notice given to the other in accordance with this paragraph.
Third Party Rights. The parties to this Agreement do not intend to confer on any third party any rights
under this Agreement.
Assignment. This Agreement is personal in nature and shall not be transferable by either party, either
voluntarily or involuntarily, without the other party's written permission.
Hold Harmless. To the extent allowable by the Oregon Constitution and within the limits of the Oregon
Tort Claims Act, each party agrees to defend, indemnify, and hold harmless the other party, its officials,
agents, and employees from and against any and all claims, damages, losses, and expenses, including
EMS Account Services Intergovernmental Agreement--City of Ashland
Page 2 of 3
12/20/95
94 fidelity losses and attorney fees that arise out of the action or inaction of either party, its officials, agents, or
95 employees in the performance of the obligations under this Agreement.
96 16. Notice of Adverse Action. Each party shall notify the other in writing, within five days of receiving any
97 written, or oral notice of any adverse action naming or otherwise involving the other.
98 17. Tort Claims. Parties to this Agreement are Oregon public entities and are subject to the Oregon Tort
99 Claims Act, ORS 30.260 to 30.300 (as now or hereafter amended).
100 18. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the
101 laws of the State of Oregon as interpreted by the Oregon courts to the exclusion of all other courts which
102 might have jurisdiction apart from this provision. Any litigation arising out of this Agreement shall be
103 conducted in the courts of the State of Oregon, County of Lane.
104 19. Severability. Invalidation of any term or provision herein by judgment or court order shall not affect any
105 other provision, which shall remain in full force and effect.
106 20. Legal Status of Parties. The Parties hereto are independent contractors and none of their respective
107 employees shall be deemed an agent, employee, or representative of the other party.
108 21. Force Majeur. Neither party to this Agreement shall be held responsible for delay or default caused by
109 tim, riot, acts of God and/or war that is beyond that party's reasonable control. Ashland may terminate this
110 Agreement upon written notice after determining such delay or default will reasonably prevent successful
111 performance of the Agreement.
112 22. Exhibits. Each Exhibit, if any, to this Agreement is made a part of this Agreement as though set forth fully
113 herein. Any provision of any Exhibit that is in conflict with any provision of this Agreement shall take
114 precedence and supersede the conflicting provision of this Agreement.
115 23. Paragraph Headings. The paragraph headings appearing in this Agreement are not to be construed as
116 interpretations of the text, but are inserted for convenience and reference of the reader only.
117 BY THE SIGNATURE OF ITS AUTHORIZED REPRESENTATIVE BELOW, EACH PARTY
118 ACKNOWLEDGES THAT HE/SHE HAS READ TH1S AGREEMENT, UNDERSTANDS IT, AND AGREES TO
119 BE BOUND BY ITS TERMS AND CONDITIONS.
120 IN WITNESS WHEREOF, THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT.
121
CITY OF ASHLAND, OREGON:
~uthofized Representative
CITY OF SPRINGFIELD, OREGON:
AuthorlZedprint~[ ~'q//~Name Representative
Title Title
Date Date
EMS Account Services Intergovernmental Agreement--City of Ashland 12/20/95
Page 3 of 3 c:~oc~scm^s, voc
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EXHIBIT A
Springfield Services. Springfield agrees to perform the following services:
1.1. Perform all billing and collection services for all ambulance service fees and charges established
by Ashland, including, but not limited to, collection costs and attorney fees.
1.2. Bill customers and/or insurance companies in a timely manner after receipt of patient billing
information from Ashland. Assist customers in the preparation of forms that are required by their
insurance companies.
1.3. Transfer all funds collected on Ashland accounts, whether received within the Agreement period
or thereafter, to Ashland on a monthly basis. Funds shall be transferred as soon as possible after
month-end posting has been completed. Receipts shall include all monies received by Springfield
on account of ambulance service provided by Ashland excluding any sums overpaid by the
customer which Springfield shall refund to the customer.
1.4. Springfield shall put Ashland's billing data on the same computer as its own billing data and shall
take all reasonable precautions to protect said data. Springfield shall not be responsible for loss of
Ashland data, or any damages or loss to Ashland resulting from said loss of data, if that loss of
data results from circumstances beyond Springfield's control.
1.5. Provide the following data on a monthly basis:
1.5.1. Amount billed (categorized by non-member and member)
1.5.2. Number of patients billed (categorized by non-member and member)
1.5.3. Amount collected (categorized by non-member, member, and collection recovery)
1.5.4. Amount of write-downs andwrite-offs
1.5.5. Refunds made for overpayments
1.5.6. Other adjustments
1.5.7. Accounts Receivable balance
1.6. Assist Ashland in the formulation of ambulance rate structures and fees.
1.7. Assist Ashland in the development of managed healthcare agreements.
1.8. Springfield shall meet with Ashland's designated representative to discuss problems and
performance as needed.
1.9. Accept patient payments made with a VISA, MasterCard, Discover, or American Express credit
cards.
1.10. Allow patients to pay their bills in installments when the patient meets criteria for the installment
plan option.
EMS Account Services Intergovernmental Agreement--Exhibit A--City of Ashland
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EXHIBIT B
Ashland Payment and Obligations. Ashland agrees to make payment and perform as follows:
1.1. Cooperate to the greatest extent possible with Springfield in its efforts to perform the services
described in Exhibit A.
1.2. Have Fire Department Representative ensure that all ambulance service incident reports use
mutually agreed upon report forms and are completed according to the mutually agreed upon
instructions of Springfield. Forward incident reports and other billing information forms to
Springfield in a timely manner.
1.3. Designate a single person in an administrative position to receive and evaluate all complaints by
Ashland officials and employees regarding Springfield's performance under this Agreement, and
share the information with the appropriate Springfield Representative in a timely manner.
1.4. Refer all citizen inquiries regarding their statements to Springfield.
1.5. Pay Springfield the amount of $32.85 per patient billed on behalf of Ashland. Amount due for
services rendered by Springfield will be invoiced monthly. Invoices will be sent to Ashland as
soon as possible after month end patient statistics have been computed and will list the number of
patients billed and the amount due to Springfield.
1.6. Pay Springfield actual amount of credit card discounts applied to Ashland patient accounts when
patient account is paid with a credit card.
1.7. Pay Springfield additional billing and collection costs incurred by Springfield for special purposes
if such additional costs were approved by Ashland prior to being incurred.
1.8. Minimize Springfield's reporting requirements to as gmat an extent as is reasonably possible.
1.9. Meet with Springfield's designated representatives to discuss problems and performance as
needed.
1.10. Cooperate in the development or alteration of mutually acceptable billing and collection policies,
procedures, practices, or forms.
1.11. Permit Springfield to review and comment on any contract or agreement that Ashland may enter
into that could impact ambulance fees, charges, or billing and collection practices. Negotiate in
good faith any impact that the above mentioned contracts or agreements may have on
Springfield's ability to provide the services listed in Exhibit A or upon the price per patient billed
as listed in Exhibit B, paragraph 1.5.
1.12. Provide a liaison in or with Ashland's communication and dispatch center to assist with the
approval/denial process for non-emergency ambulance transfers.
1.13. Provide a current listing &members of Ashland's ambulance membership program, if applicable,
to ensure that member patients are billed according to the membership terms of agreement.
1.14. Provide, at Ashland's expense, a local Ashland seven digit telephone number that will
automatically forward calls to the Springfield Account Services office.
EMS Account Services Intergovernmental Agreement--Exhibit B--City of Ashland
Page 1 of I
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EXHIBIT C
Representatives. The following individuals are the designated representatives to perform the functions set
forth in this Agreement.
1.1. Springfield Contract Representative
John Garitz, Deputy Chief
Springfield Fire and Life Safety
225 North Fifth Street
Springfield OR 97477
Phone: 541-726-3737 FAX: 541-726-2297
Ashland Contract Representative
Agency
Address ~A
City State Zip
Phone FAX
1.3. Ashland
Fire Department Represent,~tive --n
Co tact~ ~ ~ , J Title
Agency~ J~ ~~
Address ~t'~'L l ~4 ~ qT~'?
City State Zip
Phone FAX
EMS Account Services Intergovernmental Agreement--Exhibit C--City of Ashland
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