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HomeMy WebLinkAboutAmbulance Support Agr-Aurora AMBULANCE SUPPORT AGREEMENT THIS AGREEMENT is made as of the ~day of _~,-~_. , 2003. WHEREAS, a local ambulance provider materially changed the nature of the ambulance services it would provide for a number of smaller communities surrounding the City of Oshkosh; WHEREAS, a number of such neighboring communities, as a' result of such proposed material change, have approached the City of Oshkosh to provide ambulance services and also approached Aurora Health Care, Inc. ("Aurora"), which has as its mission the provision of health care services, to seek assistance and/or financial support for such an ambulance program operated by the City; and WHEREAS, Aurora has agreed to provide support, as herein specified, to ensure the provision of ambulance services to residentS of the communities surrounding the City of Oshkosh by the City of OshkoSh; and WHEREAS, it is the view of the parties that a City operated ambulance service for such other communities provides for the most efficient and cost-effective provision of ambulance services to the communities; and WHEREAS, with such support, the City of Oshkosh Fire Department has agreed to provide ambulance services to the surrounding communities, including the City of Omro, Town of Omro, Town of Rushford, Town of Utica, Town of Poygan, Village of Winneconne, Town of Algoma, Town of Winneconne, Town of Blackwolf and Town of Nekimi; and NOW, THEREFORE, for and in consideration of the mutual agreements herein contained and other good and valuable consideration, the City and Aurora agree as follows: I. PARTIES. This agreement is made by and between the City of Oshkosh, a municipal corporation, located in Winnebago County, Wisconsin ("City") and Aurora, a corporation organized under the laws of the State of Wisconsin, with its principal place of business at 3000 West Montana Street, Milwaukee, Wisconsin 53215. II. SUPPORT Aurora agrees to pay to the City of Oshkosh support in the amount of $141,930.00 for calendar year 2004 for the purpose of providing ambulance coverage by the City of Oshkosh Fire Department to the identified surrounding communities (the City of Oshkosh will contract directly with such other communities). 001.1512550.4 As of each January 1st, commencing January 1, 2005, the $141,930 shall be increased by multiplying such amount by the "Percentage Change in the CPI;" provided no annual change shall exceed the level of support for the prior year by more than 5%. The "Percentage Change in the CPI" means the percentage charge in the CPi Index from November, 2003 to the November just prior to the January 1st for which the charge will be effective. The CPI Index means the Consumer Price Index published by the U.S. Department of Labor, Bureau of Labor Statistics, All Urban Consumers (CPI-U) in the all items column. The level of support shall not be decreased. III. TERM The term of this agreement shall be for a period of five (5) years, commencing at 12:01 a.m. on January 1, 2004 and terminating at 12:00 a.m. on December 31, 2008 or such earlier time as the City ceases operating an ambulance service providing service to such neighboring communities. IV. PAYMENT The City of Oshkosh will annually bill Aurora in January of each year of the term of this agreement with payment to be made by Aurora within 30 days of invoice. V. UNDERSTANDING It is expressly agreed that the support is not paid or offered to induce the referral of any business. VI. INDEMNIFICATION The parties each shall indemnify and hold the other harmless from all liabilities, judgments, costs, damages and expenses, actions, or causes of action, including reasonable attorneys' fees and other costs and expenses of litigation which may be asserted against, be charged to, or recovered by reason of or on account of damage to the property of any person; injury to or death of any person; misrepresentation; violation of any law, regulation, requirement or demand of any governmental authority; or any breach of any contractual provision of whatever kind with any third party, arising from that party's performance of its duties under this agreement. It is the intention of the parties that each party shall be solely responsible for its own acts, actions and activities under this Agreement. VII. TERMINATION AUrora shall have the right to terminate this Agreement without cause upon one year's prior written notice to the City. In the event either party has good cause for termination, the termination shall take place after either party has the opportunity to cure 001.1512550.4 any deficiency within fifteen (15) calendar days of written notice thereof, if such deficiency is not cured within those fifteen (15) days, this agreement may be terminated on written notice from either party to the other. Good cause shall be established by a breach of the terms of this agreement. VIII. SUCCESSORS BOUND This agreement shall be binding upon and inure to the benefit of the City, its successors and assigns, and shall be binding upon and inure to the benefit of Aurora, its successors and permitted assigns. This Agreement shall not be assigned or otherwise transferred to any other person or entity, without the consent in writing of both parties. IX. NOTICES. Any notice required to be g~ven under the terms of this agreement shall be given in writing and shall be mailed by first class mail or delivered in person, to the other party at the following address: City of Oshkosh Attention: Fire Chief P.O. Box 1130 Oshkosh, WI 54903-1130 Aurora Health Care, Inc. Attention: Executive Vice PresidentJCFO 3000 West Montana Street Milwaukee, WI 53215 MISCELLANEOUS PROVISIONS. Nothing contained in this agreement shall constitute or be construed to create a partnership or a joint venture among the parties. This agreement cannot be changed or modified except in writing and signed by the duly authorized agents of the parties. Headings contained in this agreement are for convenience of reference only and are not intended to define, limit, or describe the scope or intent of any provision of this agreement. Notwithstanding any provision to the contrary, it is agreed that none of the obligations contained in this agreement shall run to or be enfomeable by any party other than the party to this agreement. 001.1512550.4 This agreement constitutes all of the agreements and understandings of whatever nature or kind existing between the parties with respect to the subject matter hereof. If any term, covenant, condition or provision of this agreement shall be invalid or enforceable, the remainder of this agreement shall not be effected thereby, and each term, covenant, condition and provision shall be valid and be enforceable to the fullest extent permitted by law. Failure of either party to insist upon the strict performance of terms and provisions of this agreement, or any of them, shall not constitute or be construed as a waiver or relinquishment of that parties' right to thereafter enforce such term or provision, and that term of provisions shall continue in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed or caused this agreement to be executed by their duly authorized officers on the date first written above. ,.-q~-h~a ,&( V?o!la F~..~ty~ ~anager Pamela R. Ubrig, City Cl'~rk AURORA HEALTH CARE, INC. By: ~'~'~7~'~ ?' o'"-~~¢'¢~¢;~ Donald J. Nestor (Title) Edward Nokes, Director of Finance Approved by: 'by~.~ ~ re n s~d'n, A~.~. 001.1512550.4