City of Kelsey Public Policy

City of Kelsey

GENERAL SERVICES AGREEMENT

THIS AGREEMENT, dated this 7th day of February 2008, is made by and between the City of Kelsey, hereinafter referred to as the "City", and the Taylor Ambulance Company, hereinafter referred to as “Taylor.”

WHEREAS, the City is desirous of contracting with Taylor for the performance by its appropriate officers and employees of emergency transport services within the jurisdictional boundaries of the City, and

WHEREAS, Taylor is agreeable to performing such services pursuant to the terms and conditions hereinafter set forth, and

WHEREAS, such contracts are authorized and provided for by the provisions of the ordinances of the City.

THEREFORE, THE PARTIES MUTUALLY AGREE AS FOLLOWS:

1. Taylor agrees, through its officers and employees, to provide emergency transport services for the City.

a. Taylor shall provide such services for those incidents and at such places and times as the City shall direct through the City’s 911-dispatch system.

b. “Emergency Transport” shall encompass i. Having appropriately trained personnel appear at the scene of each

incident to which the City’s 911 dispatch system directs Taylor to respond.

ii. Providing on-scene emergency aid as necessary and appropriate. iii. Physically transporting all injured parties at said scene who require

additional medical attention to the nearest facility that can provide the appropriate care for the patient’s injuries.

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2. Taylor is responsible for providing and maintaining all of its own equipment at its own expense.

a. The City is aware that as of the date of the execution of this contract, Taylor does not have appropriately appointed airplanes or helicopters to transport injured patients and, therefore, it is understood that during the term of this contract, “transport” shall be by means of a motor vehicle ambulance.

b. Taylor must maintain communication with the City’s 911-dispatch center on a 24-hour/7 days per week basis.

i. The City will allow Taylor to connect to its 911-dispatch facility via a hard telephone line. Taylor will be responsible for all expenses associated with the connection of said line and the rental and maintenance of said line.

ii. Taylor shall also connect to the 911-dispatch facility via radio and the Internet. The City will provide technical information to facilitate said connections. Taylor will be solely responsible for any costs associated with establishing and maintaining said connection to the 911-dispatch facility.

iii. Taylor is required to be in two-way communication with all of its ambulances that are currently in service.

c. Taylor must have a minimum of eighteen (18) ambulances that are running, staffed and stocked in service and available for emergency transport at all times during the term of this contract.

3. Taylor shall serve as the primary provider of emergency transport services for the City of Kelsey.

a. Taylor acknowledges that the City of Kelsey Fire Department may also provide emergency transport services.

b. The City’s 911 dispatch facility shall make the determination as to which entity will be sent to an incident scene based upon the number of patients, the seriousness of the reported injuries, the type of incident, the location of emergency transport vehicles and such other factors as the City may determine to be relevant. The City’s 911 dispatch facility decisions as to what entity will be used for a particular emergency transport shall be final.

c. Taylor may subcontract with another emergency transport company to fulfill the terms of this contract.

i. Any such subcontract must be expressly approved by the City prior to the delegation of any of Taylor’s responsibilities.

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ii. Any company to which Taylor subcontracts duties under this contract must be duly licensed and bonded as required by applicable state and local laws.

iii. Any such subcontractor may not respond to more than 20% of the emergency transport calls directed to Taylor within any given month under this contract.

iv. Taylor agrees to indemnify and hold the City harmless for any claims that may be made against any company that acts as a subcontractor for Taylor under this contract.

4. Any ambulance owned by Taylor or any of its designees shall: a. Be in good working order, shall have passed any applicable inspections and shall

be duly licensed. b. Be staffed by properly trained and licensed personnel, in accordance with any

applicable state or local laws or ordinances. c. Be stocked with appropriate supplies and equipment, in sufficient quantities to

meet the needs of reasonably anticipated emergency situations. d. Be able to respond to emergency situations and provide assistance and medical

treatment that meets the standard of care established in the City of Kelsey. 5. Taylor agrees to fully indemnify the City from any and all claims that may be made

against Taylor and/or the City that arises out of the actions of Taylor, its officers, directors, employees, subcontractors or assignees in performance of this contract.

6. The City shall pay Taylor the sum of Eight Hundred Twenty-Nine and 40/100’s Dollars ($829.40) for each emergency transport it performs.

a. Taylor is responsible for all costs associated with each emergency transport including, but not limited, gas and oil for the ambulance, gauze, bandages, tape, medications, gloves, masks, syringes, tubing, oxygen, blankets, bedding, depreciation of equipment, etc.

b. At the close of each month, the City’s Purchasing Department shall prepare a report summarizing all of the emergency transports authorized by the City during the immediately preceding month. Said report shall show the total number of emergency transports handled by the City of Kelsey Fire Department and Taylor. Upon completion of the report, a copy shall be sent to Taylor via First-Class mail, postage prepaid.

c. Upon receipt of the report, Taylor shall have ten (10) days in which to inform the City of whether it accepts or rejects the accounting.

d. In the event Taylor rejects the monthly accounting, it shall notify the City of such decision within ten (10) days. Said notice shall be in writing, sent via First-Class

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mail, postage prepaid, to the appropriate officer of the City of Kelsey Purchasing Department.

i. Upon learning that Taylor is opting to reject the monthly accounting, the Director of Purchasing shall schedule a meeting within ten (10) days of the receipt of Taylor’s notice of rejection. Representatives of Taylor, the City Purchasing Department, the City of Kelsey Fire Department and the City’s 911 dispatch facility shall be invited to the meeting.

• The Director of Purchasing may also invite such other people to the meeting as he/she, in his/her sole discretion, believes may have knowledge helpful to a resolution of the matters in dispute.

• Taylor may have legal counsel in attendance at the meeting, but legal counsel is not to appear in place of Taylor and such officers or employees of Taylor with knowledge of the matters in dispute must be in attendance.

• Any of Taylor’s subcontractors to this contract may also be present at the meeting. Notice of the time and place of the meeting to be given to the subcontractors is the sole responsibility of Taylor.

ii. After discussion of the disputed issues, if all parties consent, the monthly accounting shall be modified as the parties agree. In that event, payment to Taylor shall be made in accordance with §6.e. herein.

iii. After discussion of the disputed issues, if all parties cannot agree on an adjustment to the monthly accounting, the issue shall be referred to binding arbitration in accordance with procedures of the City of Kelsey Purchasing Department.

e. In the event Taylor accepts the monthly accounting, it shall notify the City of such decision within ten (10) days. Said notice shall be in writing, sent via First- Class mail, postage prepaid, to the appropriate officer of the City of Kelsey Purchasing Department.

i. The City shall have thirty (30) days from the receipt of Taylor’s notice of acceptance in which to tender payment to Taylor for the services performed and reflected in the monthly accounting.

ii. Taylor is solely responsible to compensating any of its subcontractors for any services they may have performed in the emergency transports reflected in the monthly accounting. Taylor shall completely indemnify the City for any claims for payment made by any of Taylor’s subcontractors.

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7. Taylor shall begin providing emergency transport services to the City as of 12:00 a.m. on March 1, 2008 and for purposes of calculating the term of this contract, March 1, 2008 shall be deemed as the start date of the contract.

a. The parties acknowledge that between the date of the execution of this agreement and the start date of the contract as provided above, Taylor will need to expend time, effort and money in ensuring that its communication system is fully integrated with that of the City’s 911 dispatch facility. In the event that Taylor is unable to perform its duties under this agreement, for whatever reason, and is unable or unwilling to begin performing emergency transports on the start date, the City will not be liable for any of the costs that Taylor may have made in preparation for the contract.

8. The initial term of this agreement shall be for a period of eight (8) years beginning at 12:00 a.m. on March 1, 2008 and ending at 11:59 p.m. on February 28, 2016.

9. The City shall have the option to extend the agreement for two additional terms of two years each. If the City elects to use both of its options to extend the term of the agreement, then the agreement will terminate as of 11:59 on February 29, 2020.

a. In event that the City desires to extend the term of this agreement for either of its two, 2-year extensions, the City shall notify Taylor of its intent to extend the term of the agreement no later than the last business day of January of the year in which the agreement is set to terminate.

b. Notice shall be given in writing and sent to Taylor’s address via First-Class mail, postage prepaid.

10. This agreement constitutes the entire agreement between Taylor and the City. Neither party shall be bound by any other written or oral statements or agreements unless specifically incorporated by reference herein.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers.

______________________________ ______________________________ City of Kelsey Taylor Ambulance Company, Inc. By: Perla Musgraves By: Donna Taylor Mayor Owner