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HomeMy WebLinkAboutItem 13 Approval of Independent Contractor Agreement for Air and Ground Ambulance Joint Marketing with FireMed AGENDA ITEM SUMMARY Meeting Date: Meeting Type: Department: Staff Contact: Staff Phone No: Estimated Time: March 17, 2008 Regular Fire and Life Safety^^" Dennis Murphy I J' ~ , 726-3737 Consent Calendar SPRINGFIELD CITY COUNCIL ITEM TITLE: APPROVAL OF INDEPENDENT CONTRACTOR AGREEMENT FOR AIR AND GROUND AMBULANCE JOINT MARKETING WITH FIREMED. ACTION REQUESTED: ISSUE STATEMENT: Authorize the City Manager to sign an Independent Contractor Agreement for Air and Ground Ambulance Joint Marketing. Fire & Life Safety, acting as the administrator for FireMed, advertised a Request for Proposals (RFP) for joint marketing of air and ground ambulance memberships. Life Flight Network of Portland, proposing service from the Eugene area, was the successful proposer. If approved, this contract will make Life Flight the new air medical services provider for FireMed Plus members. The contract is for one year, with possible annual amendment for renewal for four successive years. ATTACHMENTS: A. B. Request For Proposals Selection Scoring Matrix DISCUSSION/ FINANCIAL IMPACT: Fire & Life Safety prepared and advertised an RFP for Air and Ground Ambulance Joint Marketing, as determined necessary by the City Attorney. The proposal evaluation committee included representatives of each of the three FireMed partners, Eugene Fire & EMS, Lane Rural Fire/Rescue, and Springfield Fire & Life Safety. Two proposers responded, Life Flight Network and REACH Air Medical. REACH is the joint marketing contractor for the current (2007-08) membership year. The new joint marketing contract will be for memberships effective July 1, 2008-June 30, 2009. Both proposers have excellent reputations for quality air-ambulance service and membership. They fly comparable aircraft with comparable pilots and medical crew. They also proposed identical annual membership fees for their part of the ambulance membership. The Life Flight Proposal was selected with a overall score of 456 points to 324 points due to the advantages of: 1) Operating from the Eugene Area compared to Corvallis, 2) Having an extensive reciprocal network including 10 helicopter and fixed-wing ( airplane) reciprocal agreements covering most of Oregon, Washington, and Idaho; a large part of California; and part of Wyoming compared to a reciprocal agreement limited to a single fixed-wing air ambulance on the south Oregon coast 3) Offering 48 appearances of their aircraft at promotional events in the Eugene/Springfield area as compared to 3. The RFP required a contribution of $98,900 by the air medical provider to pay for their share of marketing costs. This is just more than a 3% increase from 2007, and is budgeted for the upcoming campaign. We expect that the improvement in service and the positive news coverage resulting from this new agreement will help increase sales for FireMed (ground ambulance) and FireMed Plus (air and ground ambulance.) No air-only membership is available. City of Springfield Oregon Department of Fire and Life Safety Request for Proposal (RFP) FireMed Air and Ground Ambulance Membership Joint Marketing Introduction FireMed is an ambulance membership program administered by City of Springfield, Fire & Life Safety Department for the benefit of residents of its Ambulance Service Area (ASA) and that of the residents of the AS As of the City of Eugene, Fire & EMS Department, and Lane Rural Fire/Rescue District. FireMed provides complete marketing services through a full-service advertising and marketing contractor. The City of Springfield (City) is requesting proposals from qualified vendors to provide services related to joint marketing efforts for air and ground ambulance membership. This RFP is unique inasmuch as the selected vendor will perform a very limited scope of work, and will pay the City to be included in the FireMed marketing program. In return, the selected vendor will receive payment for all air ambulance memberships sold. The selected vendor will cooperate in joint marketing efforts by providing helicopter air medical services as part of a promotional package of member benefit services offered under the city's FireMed Ambulance Membership program: FireMed expects that proposers will provide a proposal based on their best recommendations for a successful 2008 campaign, not necessarily based on previous campaigns. FireMed will evaluate proposals on their potential value to existing and prospective members. Dennis Murphy, Fire Chief of Springfield Fire and Life Safety is the contact for information related to this Request for Proposal. You may reach him at: Phone: 541-726-3737 E-Mail: dmurphy@ci.springfield.or.us Street Address: Springfield Fire and Life Safety, 225 Fifth St. Springfield, OR 97477 Contact with City or District Officials other than Dennis Murphy regarding this Request for Proposal, could be grounds for disqualification"unIess otherwise directed within this Request for Proposal. Contracts The contract form included as Attachment 1, shows general City of Springfield, Personal Service , Contract requirements. The contract form included .as Attachment 2, shows specific requirements for performance of terms of the RFP. Term of Contract The FireMed Air and Ground Ambulance Membership Joint Marketing contract will be for a term starting when the contract is signed and expiring June 30, 2009, unless earlier terminated in accordance with the provisions of the Contract or by mutual consent of the parties. The Contract Attachment A - Request for Proposal (RFP) FireMed Air and Ground Ambulance Membership Joint Marketing . Page 1 of20 may be amended annually, to extend the term stated herein, for not more than four (4) successive one-year periods, upon mutual agreement of the parties. In addition, at the time of amendment, City will set the amount of the contract for the following term of the Agreement. In negotiating, any extension City shall consider the requirements of SMC Section 2.708(3) and each extension shall not be effective until reviewed and approved by the Springfield Common Council. Terms of renewal for each subsequent year will be decided by January 31 by mutual agreement of PireMed and the vendor. If either party wishes to terminate the agreement, that party must give written notice oftermination 30 days prior to the expiration of the current term. FireMed Bac~round PireMed offers members pre-paid ambulance service. When an ambulance transports a member, the ambulance provider bills any insurance the member has, and accepts that as full payment. If the member has no insurance, then the ambulance provider collects nothing. A PireMed member pays nothing out of pocket for ambulance service. The agencies that make up PireMed provide emergency and non-emergency ambulance and emergency medical services in an area of approximately 3,000 square miles of central Lane County, Oregon. The City of Springfield founded the PireMed ambulance membership program in 1986 as a low- cost alternative to high ambulance user fe~s. Since then, the program has spread to over 70 agencies in Oregon and one in California. PireMed covers the amount of a member's ambulance bill that is not reimbursed by insurance or other third-party resources. This coverage is effective in central Lane County and throughout the service areas of all other reciprocal participating agencies around the state, via reciprocal coverage agreements. PireMed members are not responsible for any out-of-pocket expenses, which amounts to considerable savings. PireMed solicits membership from all households in the Eugene, Lane Rural, and Springfield Ambulance Service Areas (ASAs). The campaign typically runs from April! to June 30 each year. Not all marketing activities are necessarily restricted to that specific time. Currently there are 30,282 membership households covered by PireMed, of an approximate 132,000 households, as of March 2007, in the three ASAs. About 6,550 ofthese households are ground and air ambulance memberships. PireMed includes two membership options: PireMed Basic: Ground Ambulance Membership and PireMed Plus: Ground, Plus Emergency Air Ambulance Membership. PireMed also includes a program called JobCare that offers discounted memberships through employers. PireMed Representatives are volunteers who champion PireMed in their workplace. PireMed Ambassadors are volunteers who live in nursing homes, assisted living, and other care facilities. They act as information links to PireMed for residents, informing new residents of the benefits of PireMed, answering questions, and generally promoting membership. REACH Air Medical Services, Inc. currently operates the local helicopter air ambulance service from Corvallis Airport. They also offer membership with equivalent benefits in air ambulance service, without rotor-wing reciprocity with other air ambulance providers in Oregon. REACH provides the air ambulance membership included in the PireMed Plus membership option. Additional details are available on the web at www.firemed.org Attachment A - Request for Proposal (RFP) FireMed Air and Ground Ambulance Membership Joint Marketing Page 2 of 20 SCOPE OF WORK PireMed is requesting proposals from state-licensed helicopter air ambulance providers (Provider) who wish to be included in the PireMed marketing program as the exclusive provider of member benefits for the PireMed Plus program. The Provider's payment will pay a share of the direct marketing costs, with additional funding contributed by PireMed. In return, PireMed will promote PireMed Plus to all existing members and solicit PireMed Plus to all residents of the ASAs. Provider will receive payment for each air ambulance membership sold. The overall management of all marketing and advertising efforts will be administered by PireMed. This effort will provide any marketing and advertising strategies; technical advice; creative and design work; production and distribution; and any other services required to accomplish program objectives. Initial total proposed payment by Provider for the first year of the term will not be less than $99,900. Payment for subsequent years will be decided by January 31 of each year. The specific scope of work requested and the stated timeframe is as follows: 1. Maintain 24-hour, year-round coverage, from the same base of operations location stated in its RFP, for the term of this agreement. 2. Cooperate in good faith with Springfield in its efforts to perform services described in Attachment 2, Exhibit "A." 3. P orward copies of all business regarding administration or policies of the Provider's membership program to Springfield. 4. Designate a single person in an administrative position to receive and evaluate all complaints by the AIR MEDICAL's officials and employees regarding Springfield's performance under this agreement and share the information with the appropriate Springfield Representative in a timely manner. 5. Pay to Springfield a fixed contribution to share advertising and marketing costs for the annual membership campaign in the sum of $99,900.00. That share is to be matched with a contribution from Eugene, Springfield, and Lane Rural Pire/Rescue. Provider will make monthly installments of $33,300.000 each on April 1, May 1, and June 1,2008 6. In lieu of a contribution by Provider for PireMed membership administration and business office expenses, Provider will provide a minimum of six helicopter trips to the Eugene/Springfield area for the purposes of promoting the PireMedJ AIR MEDICAL campaign, as pre-scheduled, in the months of April, May, and June 2008. 7. Solicit and consider in good faith the advice and recommendations of Springfield's representatives in AIR MEDICAL development or alteration of ambulance membership policies, procedures, and forms. 8. Offer to PireMed members an air ambulance option priced at $32.00 or less per year, above the cost of regular PireMed ground ambulance membership. This is a preferred rate of at least $5.00 less than the annual rate offered any other ambulance membership partner. Vendors Proposals and Selection Process: In order to be considered, vendors must submit a complete response in writing to this Request for Proposal in accordance with the following requirements: Attachment A - Request for Proposal (RFP) FireMed Air and Ground Ambulance Membership Joint Marketing Page 3 of 20 1. Eight (8) copies of the Proposals must be submitted in a sealed envelope marked "RFP: FireMed Air and Ground Ambulance Joint Marketine" to: Leslie Wilson City of Springfield Finance Department 225 Fifth Street Springfield OR 97477 The Proposals are due at the above address no later than 11 :00 A.M. local time, March 7, 2008. 2. Proposals shall include the following: . Name, address, telephone, fax number, and email contact . Proposer firm's recent experience providing air ambulance service and membership marketing . Name of proposer's Project Manager and his/her relevant qualifications . Relevant qualifications ofproposer's project team members . Proposed location of permanent base of operations for helicopter . ,List of reciprocal memberships with other air providers, if any, and area covered . Proposed aircraft for service to FireMed members and general description of maintenance and backup aircraft, if any . Description of proposed staffing of pilot and medical flight crew . Number of joint publicity events featuring the aircraft, and any other promotions proposed. . Proposed annual fee for air ambulance membership when sold as a package by FireMed . Proposed date to begin flight 24-hour operations 3. The City of Springfield will not pay for any costs incurred by proposers in the submission, preparation, and presentation of the proposals. 4. Any proposals may be withdrawn by delivering a written request to do so to Leslie Wilson, City of Springfield, Finance Department, prior to 11 :00 AM, March 7, 2008. 5. The City of Springfield reserves the right to reject any or all proposals and to waive irregularities and informalities in the selection process. The City of Springfield retains the right to modify, negotiate, amend, refine, or reject any terms and conditions proposed by proposer, as the City deems necessary to ensure a satisfactory procurement, before the execution of the contract. 6. All material submitted by the proposer shall be considered the property of the City of Springfield, and will not be returned to the proposer unless otherwise noted in the Request for Proposal. Proposers wishing to exempt appropriate portions of their proposals from disclosure as public records are encouraged to discuss their concerns with Leslie Wilson, Finance Department, City of Springfield. Attachment A - Request for Proposal (RFP) FireMed Air and Ground Ambulance Membership Joint Marketing Page 4 of 20 7. AIl proposals submitted will be valid for 60 days after closing date. 8. Proposal Selection Criteria (Proposals rated on the following point system with maximums as follows) Total of 100 points possible. · Proposer's recent experience with air ambulance and membership (10 points.) · Proposed aircraft, maintenance, and backup including helicopter pilot and passenger capacity. (5 points.) . Proposed flight crew staffmg (5 points.) · Proximity of location for permanent base for aircraft operation (35 points.) · Reciprocal air ambulance membership agreements (number of current reciprocity agreements and with what ambulance providers) (15 points.) · Proposed annual fee for air ambulance membership sold by FireMed (15 points.) · Proposed number and type of joint publicity events featuring the aircraft, and other promotions proposed (15 points.) FireMed representatives will evaluate and score each proposal according to the criteria above. 9. Timeline · Request for Proposal package available: February 26, 2008 · Advertise Daily Journal of Commerce, The Register Guard, Oregonian: 2/26/08 and 2/29/08 · Proposals Due by: 11 :00 AM local time, March 7, 2008 · Final evaluations to be conducted March 7, 2007, concluded by 4 PM · Contract Intent to Award mailed on March 7, 2008 · City Council Approval (approximately)March 17,2008 Comnlaint Process Any prospective proposer who contends that the provisions of this Request for Proposal or any aspect of the procurement process will encourage favoritism in the award of this contract, or substantially diminish competition, must file a written protest at least five (5) business days prior to the date set for opening of proposals. Failure to protest will be deemed a waiver of any claim by any proposer that the procurement process violates any provision of the Oregon Revised Statues 279 or City of Springfield Municipal Code. Submit concerns to: Mr. Robert Duey, Finance Director City of Springfield 225 Fifth Street Springfield Oregon 97477 The City of Springfield will make every effort to answer questions and, if warranted, amend the Request for Proposal. Attachment A - Request for Proposal (RFP) FireMed Air and Ground Ambulance Membership Joint Marketing Page 5 of 20 Attachment 1: General Contract Form CITY OF SPRINGFIELD INDEPENDENT CONTRACTOR AGREEMENT (Type 3: For Personal Services Contracts Requiring Professional Liability Insurance) Dated: Parties: ("CITY") and ("Independent Contractor") Additional Independent Contractor Information: A. Type of Entity: B. Address: C. Telephone: D. Fax No: E. SSN or Fed. I.D. No: F. Professional License(s) No: G. Oregon Agency Issuing License: H. Foreign Contractor DYes D No (Foreign means not domiciled in or registered to do business in Oregon) See Exhibit 8(11). o Sole Proprietorship 0 Partners 0 Limited Liability Company 0 Corporation CITY Account Number(s) To Be Charged (Include Percentages): ___,_,_..__,__..~~~,':!'~!m'~~..~'~..~~,_....___..___..__!-__~~E.~~,g..~_mi i i In consideration of the mutual covenants contained herein, the parties agree to the following terms, provisions and conditions: 1. Payment by CITY. CITY shall pay Independent Contractor according to the sum and schedule described on Attachment "1" attached hereto and incorporated herein by this reference and in an amount not to exceed $ 2. Services to be Performed by Independent Contractor. Independent Contractor shall perform the services described on Attachment 1. 3. Term. This Agreement is effective as of the date first set forth above and shall continue until , unless earlier terminated in accordance with the provisions of this Agreement or by mutual consent of the parties. 4. Independent Contractor Status. By its execution of this Agreement, Independent Contractor certifies its status as an "Independent Contractor" as that term is used under the laws of the State of Oregon, and that all performance of any labor or services required to be performed by Independent Contractor under the terms of this Attachment A - Request for Proposal (RFP) FireMed Air and Ground Ambulance Membership Joint Marketing Page 6 of 20 Agreement shall be performed in accordance with the standards set forth in ORS 670.600, and as more specifically set forth on Exhibit "A" attached hereto and incorporated herein by this reference. 5. Conformance with Oregon Public Contracts Law (ORS Chapter 279). Independent Contractor shall comply with all applicable provisions of Oregon law for public contracts, including, but not limited to ORS 2798.220, ORS 2798.225, ORS 2798.230, and ORS 2798.235, and as more fully set forth on Exhibits "A" and "8" attached hereto and incorporated herein by this reference. 6. Work Performed. The work to be performed by Independent Contractor includes services generally performed by Independent Contractor in his/her/its usual line of business. 7. Tax duties and Liabilities. Independent Contractor shall be responsible for all federal, state and local taxes, if any, applicable to any payments received pursuant to this Agreement, including but not limited to income tax, payroll tax, social security and self-employment tax. CITY shall not withhold, pay, or in any other manner be responsible for payment of any taxes on behalf of Independent Contractor. 8. Reimbursement Of Expenses. Independent Contractor shall not be entitled to reimbursement by CITY for any expenses incurred by Independent Contractor unless otherwise agreed in writing. 9. Materials and Supplies. Independent Contractor shall supply all materials and supplies needed to perform the services required unless otherwise agreed in writing. 10. No Authority To Bind CITY. Independent Contractor shall have no authority to enter into contracts on behalf of CITY, it's officers, agents and employees. This Agreement shall not create a partnership or joint venture of any sort between the parties. 11. Federal Employment Status. In the event payment made pursuant to this Agreement is to be charged against federal funds, Independent Contractor hereby certifies that it is not currently employed by the Federal Government and the amount charged does not exceed Independent Contractor's normal charge for the type of services provided 12. Insurance and Indemnity. City and Air Medic agree that Air Medic will be required to demonstrate insurance coverage. The type, extent, and amount of coverage limits will be negotiated and mutually agreed upon. Also, additional insured status, if any, and indemnification and hold harmless conditions will be discussed and may be mutually agreed upon with the successful Proposer. If the City and Proposers' are unable to agree upon language for the contract to be implemented pursuant to this section ,to the mutual satisfaction of both parties, City may, in its discretion, negotiate with another Proposer. City may also choose to waive the requirements of this section, and may, in lieu thereof, choose to purchase non-owner aircraft insurance coverage. The parties understand that nothing required in this section may be in conflict with Federal Aviation Administration Regulations. Attachment A - Request for Proposal (RFP) FireMed Air and Ground Ambulance Membership Joint Marketing Page 7 of 20 13. Termination. The performance of work under this Agreement may be terminated by CITY, in whole or in part, whenever for any reason CITY shall determine that such termination is in the best interest of CITY. Any such termination shall be effected by delivery to the Independent Contractor of a Notice of Termination specifying the extent to which performance of the work under the Agreement is terminated and the date on which such termination is effective. Upon delivery to the Independent Contractor of a Notice of Termination under this paragraph, the Independent Contractor and CITY shall, by agreement, make an appropriate written modification to this Agreement governing completion of portions of the independent Contractor's work and payment therefore by CITY. 14. Rights In Data. All original written material, including programs, card decks, tapes, listings, and other documentation originated and prepared for CITY pursuant to this Agreement, shall become exclusively the property of CITY. The ideas, concepts, know-how, or techniques developed during the course of this Agreement by Independent Contractor personnel can by used by either party in any way it may deem appropriate. Material already in Independent Contractor's possession, independently developed by Independent Contractor outside the scope of this Agreement, or rightfully obtained by Independent Contractor from third parties, shall belong Independent Contractor. This agreement shall not preclude Independent Contractor from developing materials which are competitive, irrespective of their similarity to materials which might be delivered to CITY pursuant to this Agreement. Independent Contractor shall not, however; use any written materials developed under this Agreement in developing materials for others, except as provided in this section. 15. Confidentiality. During the course of performance hereunder, Independent Contractor or its agent, employees, or contractors, may receive confidential information. Independent Contractor agrees to use its best efforts to maintain the confidentiality of such information and to inform each agent and employee performing services of the confidentiality obligation that pertains to such information. 16.Assignment/subcontract. Independent Contractor shall not assign, sell, transfer, subcontract or sublet rights, or delegate responsibilities under this agreement, in whole or in part, without the prior written approval of CITY. No such written approval shall relieve Independent Contractor of any obligations of this Agreement, and any transferee or subcontractor shall be considered the agent of Independent Contractor. Independent Contractor.shall remain liable as between the original parties to this Agreement as if no such assignment had occurred. 17. Successors In Interest. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties to this Agreement and their respective successors and assigns. 18.Compliance With All Government Regulations. Independent Contractor shall comply with all Federal, State and local laws, codes, regulations and ordinances applicable to the work performed under this Agreement. Failure to comply with such requirements shall constitute a breach of contract and shall be grounds for Attachment A - Request for Proposal (RFP) FireMed Air and Ground Ambulance Membership Joint Marketing Page 8 of 20 termination of this Agreement. Damages or costs resulting from noncompliance shall be the sole responsibility of Independent Contractor. 19.Attorney Fees. In the event a lawsuit of any kind is instituted on behalf of CITY to enforce any provision of this Agreement, Independent Contractor shall pay such additional sums as the Court may adjudge reasonable for attorney fees plus all costs and disbursements at trial and on any appeal. 20. Force Majeure. Neither party to this Agreement shall be held responsible for delay or default caused by fire, riot, acts of God and/or war which is beyond that party's reasonable control. CITY may terminate this Agreement upon written notice after determining such delay or default will unreasonably prevent successful performance of the Agreement. 21.Assistance Regarding Patent And Copyright Infringement. In the event of any claim or suit against CITY on account of any alleged patent or copyright iflfringement arising out of the performance of this Agreement or out of the use of any material furnished or work or services performed hereunder, Independent Contractor shall defend CITY against any such suit or claim and hold CITY harmless from any and all expenses, court costs, and attorney's fees in connection with such claim or suit. 22. Severability. If any provision of this Agreement is declared by a court to be illegal or in conflict with any law, the validity of the remaining terms and provisions shall not be affected; and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular provision held to be invalid. 23.Access To Records. CITY and its duly authorized representatives shall have access to books, documents, papers and records of Independent Contractor which are directly pertinent to this Agreement for the purpose of making audit, examination, excerpts and transcripts. 24. Waiver. Failure of CITY to enforce any provision of this Agreement shall not constitute a waiver or relinquishment by CITY of the right to such performance in the future nor of the right to enforce any other provision of this Agreement. 25.Amendments. The terms of this Agreement shall not be waived, altered, modified, supplemented or amended in any manner whatsoever, without prior written approval of CITY, No modification of this Agreement shall bind either party unless reduced to writing and subscribed by both parties, or ordered by a Court. 26. Nondiscrimination. Independent Contractor shall comply with all applicable requirements of Federal and State civil rights and rehabilitation statutes, rules and regulations. 27. Dual Payment. Independent Contractor shall not be compensated for work performed under this contract from any CITY agency other than the agency which is a party to this contract. Attachment A - Request for Proposal (RF:h FireMed Air and Ground Ambulance Membership Joint Marketing Page 9 of 20 28. Remedies. This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon, and any litigation arising out of this Agreement shall be conducted in the courts of the State of Oregon, County of Lane. 29. Entire Agreement. This Agreement signed by both parties is the parties' final and entire Agreement and supersedes all prior and contemporaneous oral or written communications between the parties, their agents and representatives. There are no representations, promises, terms, conditions or obligations other than those contained herein. IN WITNESS WHEREOF the parties have executed this Agreement to be effective the date first set forth above. CITY OF SPRINGFIELD: INDEPENDENT CONTRACTOR By: Name: Title: Date: By: Name: Title: Date: Attachment A - Request for Proposal (RFP) FireMed Air and Ground Ambulance Membership Joint Marketing Page 10 of20 EXHIBIT "A" CITY OF SPRINGFIELD INDEPENDENT CONTRACTOR AGREEMENT Independent Contractor Status All performance of any labor or services required to be performed by Independent Contractor shall be performed in accordance with the standards set forth in ORS 670.600 (2005), and as follows: A person is customarily engaged in an independently established business if any three of the following six requirements are met: 1. The person maintains a business location: a. That is separate from the business or work location of the person for whom the services are provided; or, b. That is in a portion of the person's residence and that portion is used primarily for the business. 2. The person bears the risk of loss related to the business or the provision of services as shown by factors such as: a. The person enters into fixed-price contracts; b. The person is required to correct defective work; c. The person warrants the services provided; or, d. The person negotiates indemnification agreements or purchases liability insurance, performance bonds or errors and omissions insurance. 4. The person provides contracted services for two or more different persons within a 12- month period, or the person routinely engages in business advertising, solicitation or other marketing efforts reasonably calculated to obtain new contracts to provide similar services. 5. The person makes a significant investment in the business, through means such as: a. Purchasing tools or equipment necessary to provide the services; b. Paying for the premises or facilities where the services are provided; or c. Paying for licenses, certificates or specialized training required to provide the services. 6. The person has the authority to hire other persons to provide or to assist in providing the services and has the authority to fire those persons. Attachment A - Request for Proposal (RFP) FireMed Air and Ground Ambulance Membership Joint Marketing Page 11 of20 EXHIBIT "B" City of Springfield Public Contracts Conformance with Oregon Public Contractors Laws Pursuant to Oregon law, every public contract shall contain the following conditions: I) Make payment promptly, as due, to all persons supplying to the contractor labor or material for the performance of the work provided for in the contract ORS 279B.220(I) 2) Pay all contributions or amounts due the Industrial Accident Fund from the contractor or subcontractor incurred in the performance of the contract. ORS 279B.220(2). 3) Not permit any lien or claim to be filed or prosecuted against the state or a county, school district, municipality, municipal corporation or subdivision thereof, on account of any labor or material furnished. ORS 2798.220(3). 4) Pay to the Department of Revenue all sums withheld from employees under ORS 316.167. ORS 279B.220(4). 5) If the agreement is for lawn and landscape maintenance, it shall contain a condition requiring the contractor to salvage, recycle, compost or mulch yard waste material at an approved site, if feasible and cost-effective. ORS 2798.225. 6) Promptly, as due, make payment to any person, copartnership, association or corporation furnishing medical, surgical and hospital care services or other needed care and attention, incident to sickness or injury, to the employees of the contractor, of all sums that the contractor agrees to pay for the services and all moneys and sums that the contractor colle,cted or deducted from the wages of employees under any law, contract or agreement for the purpose of providing or paying for the services. All employers shall comply with ORS 656.017. ORS 2798.230. 7) A person may not be employed for more than 10 hours in anyone day, or 40 hours in anyone week, except in cases of necessity, emergency or when the public policy absolutely requires it, and in such cases, except in cases of contracts for personal services designated under ORS 279A055, the employee shall be paid at least time and a half pay: a) For all overtime in excess of eight hours a day or 40 hours in anyone week when the work week is five consecutive days; or b) For all overtime in excess of 10 hours in anyone day or 40 hours in anyone week when the work week is four consecutive days, Monday through Friday; and c) For all work performed on Saturday and on any legal holiday specified in ORS 279B.020. An employer must give notice in writing to employees who work on a public contract, either at the time of hire or before commencement of work on the contract, or by posting a notice in a location frequented by employees, of the number of hours per day and days per week that the employees may be required to work. ORS 279B.235(1 )-(2). 8) If the agreement is for personal services, the contract shall contain a provision that the employee shall be paid at least time and a half for all overtime worked in excess of 40 hours in anyone week, except for individuals under personal services contracts who are excluded under ORS 653.010 to 653.261 or under29 U.S.c. 201-209 from receiving overtime. ORS 279B.235(2). 9) Contracts for services must contain a provision that requires that persons employed under contracts shall receive at least time and half pay for work performed on the legal holidays specified in a collective bargaining agreement or in ORS 279B.020(l)(b)(B)-(G) and for all time worked in excess of 10 hours in anyone day or in excess of 40 hours in anyone week, whichever is greater. Employer shall give notice in writing to employees who work on a contract for services, either at the time of hire or before commencement of work on the contract, or by posting a notice in a location frequented by employees, of the number hours per day and days per week that the employees may be required to work. ORS 279B.235(5). IT this agreement is for a public improvement, tbe contract shall contain the following conditions: 10) Make payment promptly, as due, to all persons supplying to the contractor labor or material for the performance of the work provided for in the contract. ORS 279C.505(I)(a). II) 'Pay all contributions or amounts due the Industrial Accident Fund from the contractor or subcontractor incurred in the performance of the contract. ORS 279C.505(I)(b). 12) Not permit any lien or claim to be filed or prosecuted against the state or a county, school district, municipality, municipal corporation or subdivision thereot; on account of any labor or material furnished. ORS 2 79C.505(1)( c). 13) Pay to the Department of Revenue all sums withheld from employees under ORS 316.167. ORS 279C.505(l)(d). 14) The contractor shall demonstrate that an employee drug testing program is in place. ORS 279C.505(2). 15) If the contractor fails, neglects or refuses to make prompt payment of any claim for labor or services furnished to the contractor or subcontractor by any person in connection with the public improvement contract as the claim becomes due, the proper officer or officers representing the state or a county, school district, municipality, municipal corporation or subdivision thereof, as the case may be, may pay such claim to the person furnishing labor or services and charge the amount of the payment against the funds due or to Attachment A - Request for Proposal (RFP) FireMed Air and Ground Ambulance Membership Joint Marketing Page 12 of 20 become due the contract by reason of the contract. If the contractor or first-tier subcontractor fails, neglects or refuses to make payment to a person furnishing labor or materials in connection with the public improvement contract within 30 days after receipt of payment from the contracting agency or a contractor, the contractor or first-tier subcontractor shall owe the person the amount due plus interest charges commencing at the end of the 10-day period that payment is due under ORS 279C.580(4) and is subject to a good faith dispute as dermed in ORS 279C.580. If the contractor or a subcontractor fails, neglects or refuses to make payment to a person furnishing labor or materials in connection with the public improvement contract, the person may file a complaint with the Construction Contractors Board, unless payment is subject to a good faith dispute as defined in ORS 279C.580. ORS 279C.515. 16) The payment of a claim does not relieve the contactor or the contractor's surety from obligation with respect to any unpaid claims. ORS 279C.515(4). 17) A person may not be employed for more than 10 hours in anyone day, or 40 hours in anyone week, except in cases of necessity, emergency or when the public policy absolutely requires it, and in such cases, except in cases of contracts for personal services designated under ORS 279C.1 00, the employee shall be paid at least time and a half pay: a) For all overtime in excess of eight hours a day or 40 hours in anyone week when the work week is five consecutive days; or, b) For all overtime in excess of 10 hours in anyone day or 40 hours in anyone week when the work week is four consecutive days, Monday through Friday; and, c) For all work performed on Saturday and on any legal holiday specified in ORS 279B.020. ORS 279C.520(1). An employer shall give notice in writing to employees who work on a public contract either at the time of hire or before commencement of work on the contract, or by posting a notice in a location frequented by employees, of the number of hours per day and days per week that the employees may be required to work. ORS 279B.520(2). 18) If the agreement is for personal services, the contract shall contain a provision that the employee shall be paid at least time and a half for all overtime worked in excess of 40 hours in anyone week, except for individuals under personal services contracts who are excluded under ORS 653.010 to 653.261 or under 29 U.S.c. 201-209 from receiving overtime. ORS 279C.520(3). 19) Contracts for services must contain a provision that requires that persons employed under contracts shall receive at least time and half pay for work performed on the legal holidays specified in a collective bargaining agreement or in ORS 279C.540(1 )(b )(B)-(G) and for all time worked in excess of 10 hours in anyone day or in excess of 40 hours in anyone week, whichever is greater. An employer shall give notice in writing to employees who work on a contract for services, either at the time of hire or before commencement of work on the contract, or by posting a notice in a location frequented by employees, of the number of hours per day and days per week that the employees may be required to work. ORS 279C.520(5) 20) Solicitation documents for a public improvement contract shall make specific reference to federal, state and local agencies that have enacted ordinances, rules or regulations dealing with the prevention of environmental pollution and the preservation of natural resources that affect the performance of the contract. A solicitation document must also make special reference to known conditions at the construction site that may require the successful bidder to comply with the ordinances, rules or regulations identified under ORS 279C.525(1). If the successful bidder encounters a condition not referred to in the solicitation documents, not caused by the successful bidder and not discoverable by a reasonable prebid visual site inspection, and the condition requires compliance with the ordinances, rules or regulations referred to under ORS 279C.525(1), the successful bidder shall immediately give notice of the condition to the contracting agency. The successful bidder may not commence work nor incur any additional job site costs in regard to the condition encountered and described in ORS 279.525(3) without written direction from the contracting agency. ORS 279C.525. 21) Promptly, as due, make payment to any person, copartnership, association or corporation furnishing medical, surgical and hospital care services or other needed care and attention, incident to sickness or injury, to the employees of the contractor, of all sums that the contractor agrees to pay for the services and all moneys and sums that the contractor collected or deducted from the wages of employees under any law, contract or agreement for the purpose of providing or paying for the services. All employers shall comply with ORS 656.017. ORS 279C.530. 22) A contract for public works shall contain a provision stating the existing state prevailing rate and wage and, if applicable, the federal prevailing rate of wage required. Every contract and subcontract shall contain a provision that workers shall be paid not less than the specified minimum hourly rate of wage in accordance with ORS 279C.838. ORS 279C.830(1). If this agreement is for demolition. the contract shall also contain tbe following conditions: 23) Contractor must salvage or recycle construction and demolition debris, if feasible and cost-effective. ORS 279C.51O(l) Attachment A - Request for Proposal (RFP) FireMed Air and Ground Ambulance Membership Joint Marketing Page 13 of 20 Attachment 2: FIREMED ADMINISTRATIVE SERVICES AGREEMENT (FireMed Ambulance Membership Program) 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 (name of air medical provider), hereinafter referred to as "AIR MEDICAL." RECITALS 1. FireMed services, also known as Ambulance Membership Services for residents of the respective ambulance service areas (ASAs) of Eugene, Springfield, and Lane Rural Fire/Rescue, and AIR MEDICAL services, also known as Air Ambulance Membership Services, offer potential advantages to the respective parties to this agreement. 2. Springfield provides FireMed administrative and marketing services to Eugene and Lane Rural Fire/Rescue via intergovernmental agreement and is authorized to act on their behalf. 3. Centralizing the administration of such services pools resources and reduces unnecessary duplication of services. 4. AIR MEDICAL desires to purchase FireMed administrative and marketing services regarding membership and membership renewal on behalf of its AIR MEDICAL membership program. 5. Springfield is willing to furnish FireMed administrative and marketing services, to AIR MEDICAL according to the terms and conditions set forth herein. 6. This agreement is exclusively for FireMed membership administrative and marketing services and does not address nor is intended as a warranty of the service level or quality of ambulance and emergency medical services express or implied, as provided by the parties to this agreement. 7. By entering into this agreement, AIR MEDICAL agrees that FireMed is the exclusive agent for advertising and marketing AIR MEDICAL in Eugene, Springfield, and Lane Rural ASAs. Marketing a stand-alone AIR MEDICAL membership is prohibited in this area. AIR MEDICAL agrees not to market air medical membership in any form for a period of one year following termination of this agreement. ' Attachment A - Request for Proposal (RFP) FireMed Air and Ground Ambulance Membership Joint Marketing Page 14 of 20 AGREEMENT NOW, THEREFORE, in consideration of the above recitals and the covenants contained herein, the parties hereby agree as follows: 1. Springfield Responsibilities. Springfield agrees to perform the services described on Exhibit "A," which is attached hereto and made a part hereof. 2. AIR MEDICAL. AIR MEDICAL agrees to perform the obligations and pay for the services performed by Springfield at the rate and in the manner described in Exhibit "B" which is attached hereto and made a part hereof. 3. Duration. This agreement will commence on April 1, 2008 and continue to June 30, 2008 unless extended or terminated a:; provided herein. 4. Termination. If either party wishes to terminate the agreement, that party must give written notice to the other party's Contract Representative 30 days prior to the expiration of the current term. In the event of a material breach, the non-breaching party shall give 90-day written notice to the other party's Contract Representative. If, after 90 days, the breaching party has not cured or has not undertaken and is expeditiously proceeding to cure, the non- breaching party is authorized to terminate the Agreement. 5. Obligations Upon Termination. Upon termination, subject to the requirements ofthe Oregon Public Records Law, Springfield shall turn over all records and reports and net revenues that relate solely to AIR MEDICAL's air medical membership program. AIR MEDICAL shall reimburse Springfield for AIR MEDICAL's share (as determined in accordance with Exhibit "B" item 5: Payment) of membership campaign expenditures and commitments made prior to the date of termination of this agreement. 6. AIR MEDICAL Insurance and Indemnity. City and Air Medic agree that Air Medic will be required to demonstrate insurance coverage. The type, extent, and amount of coverage limits will be negotiated and mutually agreed upon. Also, additional insured status, if any, and indemnification and hold harmless conditions will be discussed and may be mutually agreed upon with the successful Proposer. If the City and Proposers are unable to agree upon language for the contract to be implemented pursuant to this section to the mutual satisfaction of both parties, City may, in its discretion, negotiate with another Proposer. City may also choose to waive the requirements of this section, and may, in lieu thereof, choose to purchase non-owner aircraft insurance coverage. The parties understand that nothing required in this section may be in conflict with Federal Aviation Administration Regulations. 7. Status. In providing the services specified in this agreement (and any associated services) Springfield is a public body and maintains public body status as specified in ORS 30.260 and is subject to Oregon Public Records Law. The parties understand and acknowledge that Springfield retains all immunities and privileges granted them by the Oregon Tort Claims Act (ORS 30.260 through 30.295) and any and all other statutory rights granted as a result of Springfield's status as a local public body. 8. Representatives. Each party shall appoint a Contract Representative to represent the party for the purpose of extending or amending this Agreement and giving or receiving any notices Attachment A - Request for Proposal (RFP) FireMed Air and Ground Ambulance Membership Joint Marketing Page 15 of 20 provided for in this Agreement and to perform such other functions as are set forth in this Agreement and the Exhibits hereto. The Contract Representatives are named on Exhibit "C," which is attached hereto and made a part hereof. A party may change its Contract Representative by notifying the other party in accordance with paragraph 15. 9. Records Inspection. Upon 48 hours written notice and during the normal business day, a party may inspect or audit the fInancial and management records of the other party pertaining to the services performed under this agreement. 1 O. Compliance with Laws. SpringfIeld agrees to provide the services described in Exhibit "A" in conformance with all federal, state and local laws relating thereto. 11. Waiver and Modification. The conditions and provisions of this agreement may be modifIed by mutual consent of the parties. Any waiver of any condition or provision of this agreement or modifIcation hereof shall not be effective unless it is in writing, signed by the parties. Waiver of strict performance of any provision of this agreement shall not be a waiver of or prejudice to a party's right to require strict performance of the same provision or of any other provision in the future. 12. Attorney's Fees. If any suit, action or an appeal thereon is instituted in connection with any controversy arising out of this agreement, the prevailing party shall be entitled to recover in addition to costs, the sum as the Court may adjudge reasonable as attorney's fees. 13. FireMed Assets. Use of the FireMed name, images, services, marketing and advertising program and membership fees are under the sole and exclusive control of SpringfIeld and will be used only for the benefIt of the Eugene, SpringfIeld, and Lane Rural Fire/Rescue ambulance systems. 14. Membership Rates for AIR MEDICAL. The parties to this agreement concur that the benefIts to AIR MEDICAL are such that special discount rates for AIR MEDICAL memberships, as described in Exhibit "B" will be offered to FireMed members when FireMed members elect to purchase Air Medical Membership as part of a package. 15. Notices. Any notices permitted or required by this agreement shall be deemed given when personally delivered or one business day after deposit in the United States mail, postage fully pre-paid, certifIed, return receipt requested, and addressed to the party designated in Exhibit C. Any party may change its address by notice given to the other party in accordance with this paragraph. 16. Integration. 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 oral or written, between the parties. 17. Interpretation. This agreement shall be governed by and interpreted in accordance with the laws of the State of Oregon. The parties to this agreement do not intend to confer on any third party any rights under this contract. 18. Jurisdiction and Venue. All actions relating to this agreement shall be tried before the courts of the State of Oregon to the exclusion of all other courts that might have jurisdiction Attachment A - Request for Proposal (RFP) FireMed Air and Ground Ambulance Membership Joint Marketing Page 16 of20 apart from this provision. Venue in any action shall lie in the Circuit Court of Lane County, Oregon. 19. Amendments. Each amendment to this agreement is made a part of this agreement as though set forth fully herein. Any provision of an amendment that is in conflict with any provision of this agreement shall take precedence and supersede the conflicting provision of this agreement. AIR MEDICAL: CITY OF SPRINGFIELD, OREGON: Au1horized Representative Au1horized Representative Print or Type Name Print or Type Name Title Title Date Date Attachment A - Request for Proposal (RFP) FireMed Air and Ground Ambulance Membership Joint Marketing Page 17 of20 EXHIBIT "A" SPRINGFIELD SERVICES Springfield agrees to perform the following services: 1. Oversee and carry out all marketing and advertising efforts. 2. Oversee and carry out all media activities related to the FireMed Membership Program. 3. Maintain a FireMed membership administration and business office, including but not limited to telephone, web-based, u.s. Postal Service, and walk-in sales, customer service, and' data processing. 4. Record all pertinent data regarding AIR MEDICAL members on its computer files. 5. Transfer all funds collected on the AIR MEDICAL membership accounts, whether received within the contract period or thereafter, in a timely manner to the appropriate party. From May 1 through July 31, Springfield will transfer funds on the second and fourth Friday of each month, or the date before, when holidays fall on a Friday. From August 1 through April 30, Springfield will transfer funds for that month's receipts by the 10th of the following month. Receipts shall include all monies received by Springfield on account of AIR MEDICAL ambulance memberships, but excluding any sums overpaid by the customer that Springfield shall refund to the customer. 6. Provide to AIR MEDICAL the following reports and information: A. Monthly report on AIR MEDICAL ambulance membership fee receipts. B. Membership information to include a list of the number of members per household and the household member's name, address, and other pertinent information on each subscriber. C. Proofs of advertising and marketing materials in advance of their utilization. D. Advertising insertion schedules showing the number, type, time of day, identification of media utilized, and other pertinent information on all forms of advertising and marketing. In the event that AIR MEDICAL wishes additional reports or summaries regarding the services provided, Springfield shall supply such reports upon written request by AIR MEDICAL and with assurance that it will pay for all Springfield's staff time utilized in the preparation of such reports or summaries and for all associated costs, such as duplication, shipping, incurred in providing such reports. 7. Have Springfield Contact Representative(s) meet with AIR MEDICAL representatives to discuss problems and performance. Such meeting shall occur within five (5) days' notice by AIR MEDICAL representatives of a request to meet. 8. Solicit and consider in good faith the advice and recommendations of AIR MEDICAL's representatives in its development or alteration of advertising and marketing materials, ambulance membership policies, pro~edures and forms. Attachment A - Request for Proposal (RFP) FireMed Air and Ground Ambulance Membership Joint Marketing Page 18 of 20 EXHIBIT "B" AIR MEDICAL PAYMENT AND OBLIGATIONS, AIR MEDICAL agrees to make payment and to perform as follows: 1. Maintain 24-hour, year-round coverage from the same base of operations location stated in its RFP for the term of this agreement. 2. Cooperate in good faith with Springfield in its efforts to perform services described in Exhibit "A." including but not limited to providing an AIR MEDICAL helicopter and crew for video advertising production and photo shoots. 3. Forward copies of all business regarding administration or policies of the AIR MEDICAL Membership Program to Springfield. 4. Designate a single person in an administrative position to receive and evaluate all complaints by the AIR MEDICAL's officials and employees regarding Springfield's performance under this agreement and share the information with the appropriate Springfield Representative in a timely manner. 5. Pay to Springfield a fixed contribution to share advertising and marketing costs for the annual membership campaign in the sum of $99,900.00. That share is to be matched with a contribution from Eugene, Springfield, and Lane Rural Fire/Rescue. AIR MEDICAL will make montWy installments of$33,300.000 each on April 1, May 1, and June 1,2008 6. In lieu of a contribution by AIR MEDICAL for FireMed membership administration and business office expenses, AIR MEDICAL will provide a minimum of six helicopter trips to the Eugene/Springfield area for the purposes of promoting the FireMed/ AIR MEDICAL campaign, as pre-scheduled, in the months of April, May, and June 2008. 7. Solicit and consider in good faith the advice and recommendations of Springfield's representatives in AIR MEDICAL development or alteration of ambulance membership policies, procedures, and forms. 8. Offer to FireMed members an air ambulance option priced at $32.00, or less, per year, above the cost of regular FireMed ground ambulance membership. This is a preferred rate of at least $5.00 less than the annual rate offered any other ambulance membership partner. Attachment A - Request for Proposal (RFP) FireMed Air and Ground Ambulance Membership Joint Marketing Page 19 of 20 EXHIBIT "C" REPRESENTATIVES CONTRACT REPRESENTATIVES: AIR MEDICAL: Name Director Address City Phone Springfield: Dennis Murphy, Fire Chief Springfield Department of Fire & Life Safety 225 Fifth Street Springfield OR 97477 (541) 726-3737 Attachment A - Request for Proposal (RFP) FireMed Air and Ground Ambulance Membership Joint Marketing Page 20 of 20 FireMed Plus Air Medical Proposal Scoring Matrix Points Points Points Awarded - Awarded Selection Criteria Explanation Possible Life Flight REACH Recent Experience Length of service for operations and membership program. Accomplishments. 10 49 28 Proposed Aircraft Typical of industry standard? 5 16 23 Proposed Flight Crew Typical of industry standard? 5 24 24 Proximity Proximity to center of ASAs, in terms of distance and flight time. 35 162 97 Reciprocal Agreements Which providers, what total coverage area, relevance and importance to local members. 15 55 45 Membership Fee Maximum of $32 for air medical portion, minimum of $5 less than any other program. 15 75 75 Joint Publicity Number of events aircraft available for. Types of events. Level of effort. 15 75 33 Total 100 456 325 Attachment B. Scoring Matrix Page 1 of 1