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BCC Minutes 04/04/1981 S .-"---...----.---., -.,--,,-_. '.. , " . ' Naples, Florida, ^prl1 4, 19B1 LET IT BE REMEMBERED, that 8 majority of the Board having given approval and the Clerk having given proper notice in accordance with Ordinance No. 75-16, the Board of County Commissioners In and for'the County of Collier met in SPECI^L SESSION on this date at 12125 P.M. in Building "F" of the Courthouse Complex with the following members present: ' , CHAIRM~N: John ^. pistor C. R. "Russ" Wimer Clifford Wenze:l Mary-Frances Kruse ABSENT: Dav id C. Brown ALSO PRESENT: Harold L. H~ll, Chief Deputy Clerk/Fiscal Officer, Edna Brenneman, Deputy Clerk; C. William Norman, County Manager; Donald A. pickworth, County ^ttorney; Thomas Hafner, Public Safety Adminis- trator; and, Doug Greenfield, Emergency Medical Services Director. ^GEND^ w\ 1. Approval of Agenda. 2. Transition Agreements between ~erican ~bulance and Collier County for EMS operational changes. 3. Lease Agreement between '~athleen Magui re and Coll ier County for ^mbulance Headquarters building on Davis Boulevard. 4. Mjourn. ~OOK 060 PACE 544 pag e 1 I ':f" f~¡;;; ·':t :'~ ",:,~" ~'¡:i.' . '::ji ~-~;. ~OOK 060 PACE 545 Apr 11 4, 1981 APPROV~L or AGENDA Commissioner Wcnzp.l moved, secon~ed by Commissioner Kruse and carried 4/0 with Commi~sioner Brown not present, that the Ðgenda be approved. Commenting on the Chairman's observation that there may be ad- ditional items added to the agenda as the meeting progress~s, Fiscal Officer Harold Hall informed the Bo~rd that the agen~a can bo ex- panded upon relative to the subjects to be cov~red but said that there should be no agen~a additions since there has been no public notifica- tion of any subjects other than what appears on the printed agenda. TRANSITION AGREEMENT BETWEEN ~MERIÇ~N AMBULANCE AND COLLIER COUNTY FOR EMS OPERATIONAL CHANGES - APPROVED FOR CHAIRMAN'S SIGNATURE County Manager C. william Norman explained that there are two proposed agreements involved in the term ~Transition ·Ágrep.m~nt· - one pertaining to the termination of three sp~cific Agreements with American Ambulance, Inc., and the other is one which extends the final closeout provisions of the contract termination for 30 days to April 30, 1981. He said that the latter h~s to do with the final development and disposition of the issues remaining from the previous American Ambulance, Inc. Management Contract. Mr. Norman explained that the first Agreement can best be characterized a$ one of mutual agreement between the two parties as to some of the details that are involved in the final termination and represents recommendations by the staff which were worked out in negotiations with the officials of American Ambulance, Inc. as to how the transition can occur in an orderly procedure. The Agreement, continued Mr. Norman, calls for non-interference by both parties, pago 2 " " , ". . . , . 't " ", .' , " .. '. April 4, 1981 provisions for insurance coverage for the Interim period, details relative to inventories, and the like. # Fiscal officer Itnrold Hall explained that Exhibit -1\" attached to the first of the two subject 1\greements, although it does not contain ell of the dollÐr figures, is the approach that will bo used to determine the payment to American Ambulance to be recommended for approval on Tuesday, April 7, 1981. There will be another payment after that, said Mr. Hall, for the five days in April less any ad- justments to the 1\pril bi~l - for eXÐmple, insurance for the fivÐ days that the County has paid for American Ambulance, the dollar amou~t unknown at this time. Commissioner Wenzel noted that there Is no reference to the figures in que5tion which the accounting firm brought up with Mr. Hall pointing o~t that those figures apply to the end of the old Contract a year ago and, although all of the numbers have not been finalized, $9,000 is beiñg wi thheld from paymcnt.· He added that there are monies in the Termination Agreement itself which is dua from American Ambulance, and the County will owe the firm certain amounts for .1 Accounts Receivable, 1\ccou~ts Payable, and suppfies, all of which will be resolved one month from now when the final auditing and closing out of that 1\greement is made. Mr. Norman said that one important matter which'has not been mentioned is that thcre ia agrcement by both parties that, rather than rely on the courts to settle any final ðispute, the arbitration route will be followed if it cannot be negotiated. Tho costs of tho maintenance and repair of tho ambulonces to bring them into first-class condition, as they wore supposed to have been all ) ,.,) I tOOK 060 PACE 54B pog e 3. I . '. 'p i I " . . ',' " " .,. . . .... ..----- . ; ~oo~ 060 PACE547 Apr 11 ", 19C1 along, waS brought up by Chairman pistor with Mr. nall roporti,:,g that these costs will como from the April con~ractual services payment In the amount of approximately $8,000 less any adjustments for repairs required to bring the vehicles to an acceptable standard. Mr. Norman said that ~ll of the cquipment will be carcfully inspected when it is taken ov~r. He observed that a reasonable estimate of the "things we are aware ofw could be in the range of $4,000 to perhaps $0,000 or $9,000. Commissioner WimQ(.questioned why the 1975 Agreement is being addressed with Mr. Norman responding that it is because of the arbitration agreement - any issues remaining from that agreemcnt will be subject to arbitration as well as any issues from the current contract. County ^ttorney pickworth,clarified the matter by stating that the 1975 Contract has not bcen settled between the two parties and is a matter of current dispute and is still an issue to be resolved. Mr. Hall added that the Termination Agreement provided for '8 orie-year period for the collection of all receivables after which all of the . . accounts would be settled - the differences between the accounts receivable, accounts payable, and the $9,000 pa~ent which was withheld. He said that there wero procedural steps to go through on April 1, 1981, however, he said that the work that was to be done was completely overshadowed by ~ecent events and, rather than the twelve- nonth period, the del:ermination was made, to make it a thirtec~-month period. fl.',. , ' . Commissioner wimer inquired if both parties are giving up their right to sue with Commissioner Kruse inquiring if it is absolutely necessary on both contractS. Attorney pickworth explained that most of ': .< I " Page 4 " '~¿ ~: r, . . '.';;; ',,,,Iff, . ~,~ # ........... ~ : ,I"J " '.( Ii' .':':~jl . '.'. I '" , . . ' April 4, 1981 the disputes are over the first contract - resulting from the Peat, Marwick, Mitchell Compliance Audit. He said that there are a lot. of matters to be resolved and, by submitting them to arbitration, a decision can evolve which will be closer to being right. Commissioner Kruse suggested that, since the first Contract is currontly under Orand Jury investigation, porhaps "welre putting the cart before the horse". Attorney pickworth responded by explaining that the subject Contract Is not before the Grand Jury but, rather, allegations of wrongdoing relati ng to it. Commissioner Wimer asked if it was necessary for everyone t~ give up the right to litigation before the matter can go to arbitration with ~ttorney pickworth responding with the comment "essentially, yes", noting that it does not do much good otherwise. The Commissioner recalled that the staff recommended cancelling the firm's contract, that there was a legal basis for doing so, and that the Board followed the recommendåtion. However, it is being inferred now that maybe something should have been worked out. Commissioner Wenzel made the observation that, assuming that arbitration is better than going to court, if the facts are right, the results will be the same as if the matter went to litigation. Att~rney pickworth said that, theoretically, that Is, the way the system is sup- osed to work. Commissioner Wenzel inquired of the s~aff if they can "live with- the Agreeme~t, as drafted, with Mr. Norman responding in the affirmative. The Commissioner asked Attorney pickworth if he can protect it with the Attorney nodding his concurrence, stating that he does not feel that much is being given up by agreeing to arbitration of the disputes rath~r than pursuing litigation. ¡ ') ( ;:,: BOOK 060 PACE 548 " . ,...\ Page 5 I .~_..,__".~._o~_~..,._~·,~·< __~~_",.",," J ~oox 060 PACE 549 :, ~.:; . 1\ pd 1 4, I 1981 ~.. ,.1 :~~ 1: ~ Mr. Hall commented that, from a business standpoint, in these typos of transactions, when they go before a judge, they are being looked at "strictly through legalize and the ball may bounce in either direction". He said that the chances of a goo~, reasonable decision that is fair, maybe not completely acceptable, but as fair as possible to both sides, is, perhaps, easier through arbitration than through litigatiòn. Attorney pickworth expressed agreement with Mr. Hall and said that with such an approach there is less chance of a "strange- type of decision. Commissioner Wenzel addressed Section 7 of the draft Agreement, relative to the inspections and inventories of equipment to take place at 9:00 P.M. April 5, 1981, requested that the words "County Personnel" be added, where appropriate. With the comment that, based on the discussion held this date and the advice of the County staff, including Mr. Hall's remarks concerning bills, and the like, upon which he is depending, Commissioner Wenzel moved that the proposed Agreement, as amended, be approved. At\orney Pickworth pointed out that one of the important facets of the execution of the agreement is a smooth trðnsition on Sunday evening with Mr. Norman adding that there have been remarks to the effect that the Lease Agreement would not be acceptable to American Ambulanca unless the Agreement under discussion is approved. Attorney pickworth also informed the Board that the State will file any charges it deems appropriate ~nd that no agreements the County makes will hav~ any bearing on what the State does. Commissioner Kruse seconded the motion based on the assurances that the þ,greement will in no way hinder any matter connected with the pag e 6 , I .~ . '~':J '.1 .'t '" '. .f, . , . ¡ ,~ " ," -".. .............",_...... '/', , " " 1 ' '. ' April 4, 1981 potential or alleged criminality, and will guarantee a smooth transition, as close ðS possible. Upon call for the question, the motion carried 3/1 with . ' Commissioner Wimer voting in opposition and with CommiRsioner Brown not present. . .' BOOK 060 PACE 550 Page 7 _. w" ........-__ ,.. I I " ~ " . " 1\prll 4, 19B1 a..c D6 0 ;w551 DATE FOR FtN^L Sr.TTLEMENT OF lQ7S ~GREEMENT - EXTENDED FOR 30 D1\YS~ The second proposed agreement prescnted for Board approval. said the County Manager, extends the date for final settlement of the 1975 Contrac~ for 30 days. Commissioner Wenzel inquired if it is being recommended that the Board approve the document based on their experience and contact wi~h þoth parties - the Bo~rd of County Commis- sioners and 1\merlcan Ambulance. County Attorney pickworth responded by stating that the subject Agreement does two things - it extends the claim-filing time on the termination of the Contract for 30 days and corrects a mistake in the Contract; i.e. the date specified In the termination agreement of the year 1979 is in error and the specified year in paragraph 2a should be April 1, 1980. In response to Commissioner Wimer's query, 1\ttorney pickworth said that Ms. Kathleen J. Maguire will sign the Agreements on behalf of American Ambulance, Inc. with Mr. Horman adding that there is a signed document from the Corporation to the effect that she has the ~uthority to act for the Corporation in the subject matters. Commissioner Wenzel moved, seconded by Commissioner Kruse, that the Agreement to extend the claim-filing time of the termination of the 1975 Contract until April 30, 1981 be approved. Commissioner Wenzel questioned how the subject Agreement relates to the aforementioned audit. Mr. Hall provided the Board with a brief recap on the Termination Agreement, stating that on the last claim received for subsidy $9,840.47 was withheld. , He said that on the Compliance Review 1\udit, as performed by Peat, Marwick and Mitchøl1, in categories 3 and 4, which were identified as problem areas, $20,872:80 has not been cleared up. There is some question to be settled on some capital equipment, said Mr. Hall, but that should be resolved in the Page 8 1, I, , ,I, ., _.~. _#~ . I ~ t ' ~ ,I , ! I ~' ',A ",~ 'JO', ~, ;~;, ,~';Äi ~,;.J . '" . April 4, 1981 , ' ,:r¡ ~ inventory of Capital Equipment on Sunday night (April 5, 1981). 'I11ere':'~;: Is the matter of accounts receivablo, accounts payable, and differences in supplies, provided for In the Termination Agreement, said Mr. Hall, and it is not known what those dollars will be as yet. As it stands now, he continued, American Ambulance, Inc. owes the County approximately $21,000 and the County would owe the firm lO\ of the dollars that have been collected - approximately $7,000 - plus all the plusea or minuses on the accounts payable and supplies. He said that they are now wIthin a manageable number of dollars and that is the reason he was wleaning" tow~rd arbitration. Attorney pickworth said'that an attempt will be made to get to- gether to examine the respective positions which may result in agree- ment. He said that the things which cannot be agreed upon are those which will go to arbitration. Commissioncr Kruse inquired as to how the decision of the arbitrators is implemented with Attorncy pickworth stating that the . ~ -..- ...-... ." arbitrators' award can be forced in court. Mr. Hall said th3t it is Important to point out that American ~mbulance h~s very little assets and if, f.or instance, they owe $25,000, wWhere ~ill it come from?" He noted that Ms. Maguire was in attendance and perhaps could be asked to Address that issue. Commissioner Wenzel suggested that ~ certDin amount of monies be, p13ced in an escrov account until the the matter is resolved. Mr. Hall noted that, in effect, that has been done. He said that there is probably around $18,000 of. American Ambulance funds in such account, adding ,that thcre is also a?proximately $20,000 which has been identified as monies owed by American ~bulance to the County, as of ....i . ..~,~ I '~å ~:^~:~ ; ('1'~ :,(:f ..~ .,~, ~: ',;..ti : ?Ù'~ ....r Page 9 ." MOK 060 P~CE 558 .' ;~- . " I .. ·,~1_r ,"".i" " . - ~o~ 060 rACE 559 , " 1\pdl ':4~' ,19B 1 noW. Mr. Norman added that tho fi~ures quoted are subject to docu- mentation to be forthcoming pursuaot to the 30-day extension. In answer to Commissioner Wenzel, Mr. Hall said th,at if it turns out that the firm owes the County less than $17,000, the money is available. Mr. Hall added that the the information available, unless there is something that is absolutely unknown as far as claims, or some expenso that American Ambulance is going to state is a reasonable "expense of doing business - something which is big and unknown at the present time, there are funds in the "general ballpark" of the $17,000 to " $18,000 being discussed. Concerning payments under the new Contract, Mr. Hall said that the April payment, which will be ovcr $8,000, does not have to be paid until the costs for repairs, oil, insurance, and the like, are ascertained and which will be deducted from the March payment. Attorney pickworth pointed out that, pursuant to earlier statements made pertaining to the first agreement relative to the question of maintenance and repairs, if there is not enough money in the corpora~ion to cover these costs "you will never get it". Chairman pistor said that he would like to hold at least one-half of the funds to make sure there are sufficient funds for reimbursement of the amount which is undoubtedly owed the County. Attorney Pickworth said, in this regard, the Board would have to reconsider its earlier action. Commissioner Wenzel inquired if the amount listed on Exhibit "A" of the first Agreement is a definite sum with Mr. RaIl stating that it is a definite formula for arriving at the sum. He said that the two question marks on the document are not large amounts of money - maybe a few hundred dollars. Chairman pistor made the suggestion that $5,000 Pago 10 ....,. .. ,_..._J...~._.....,_ '/' " , ~ . .. April 4, 1981 be held back to make Bure that there will be sufficient fun~s with Mr. Norman stating that this could be done, however, it is not known whe,her or not American Ambulance will sign the Agreement in this event. Attorney William H. Shields, representing American ^mbulance, Inc., responded to Commission Wenzel's qucry as to whether or not his client would be willing to hold a certain sum in escrow f:>r a certain period - for instance, $lO,OOO for thirty days, by stating that more money than is owed by American ~bulance is already being held, in their opinion - perhaps $1,000 more than can be collected from tHe firm. In addition, said the Attorney, American ~bulance has assets of u$150,000 and, if a financial statement is desired, it can be furnished. Mr. Hall c1.uified his earlier statement that it is unknown what the assets are, adding that the fixed assets, other than receivables, arc very low - the receivables are high, he added, and which will still be collected after the ^pril 5th termination date. Returning to the subject of arbitration, ^ttorney Shields said that whatever the arbitrator compels the firm to do, for example, in - , the event it is determined that the firm owes the County $5,000, a check will be written in thirty days. Commissioner Wenzel received assurance that the County still has the, right to go into court to force the firm to pay, if such decision is made, just as though the matter was takcn to court in the first place. Mr. !lall asked if the American Ambulance firm being discussed as having the receivables as mentioned is the same American Ambulance thðt is being talked about under the old Contract and the Contract termination. He said his rcason fO,r the ,question is because the ßO~K 000 PACE $0 Pa9 e 11 I . . ¡ ~~~ 000 PACE 561 April 4, 1981 receivables as of the end of tha Termination ^greement that are collectable, for the most part, have been collected. Attorney Shields commented that the county has those funds held ùnder their objection and that the receivables, under the new Contract, belong to kmerlcan Ambulanc& _ the $90,000 which they expect to collect. Mr. Hall asked if the receivables the firm has now, which have been gener~ted during the last year, would be available to pay the amount which may be determined as a result of arbitration. Mr. Shields responded with the comment "Yes, sir, and other assets, too". He further pointed out that the County's representatives have examined the assets on the property the previous week. Commissioner Wenzel restated his motion for approval of the 30-day extension Agreement and Commissioner Kruse her seconding thereof. The moti"n was carried 3/1 with Commissioner Wimer voting' in opposition and with Commissioner Brown absent. Page l2 . . '" " ,/, ·J' ", Þ.prll 4, 19B1 LEASE AGREEMENT BETWEF.N I<~TIILEEN M1\GUIRE AND TnE B01\RD OF COUNTY COMMISSIONERS FOR CERT1\IN DESCRIBED PROPERTY ON D1\VIS BOULEVARD - APPROVED Chairman pistor described briefly that the proposed Lease Agreement with Ms. Kathleen Maguire is for the property presently occuplied by the headquarters of the present ambulance service. He said that he had ð question about maintenance for five years but that County Attorney pickworth has pointed out that the Agreement has a 90-day cancellation clause and, therefore, the Agreement can be cancelled any time within the five-year period on 90-day notice. Þ.ttorney pickworth read the pertinent provision of the Lease, po\ntin9 out the language in the draft copy which will be deleted, i.e. from the word ·property" thereon in the last sentence. Commissioner Wenzel moved, seconded by Commissioner Kruse, that the Lease þ.greement with Ms. Maguire be approved, as recommended by staff. The motion was carried 3/1 with Commissioner Wimer voting in opposition and with Commissioner Brown absent. .' MOK 060 PACE f£4 page 13 j: . .-..--.... '.~ . ,t I 7 , ......"... ~ ':' 0, " , ' , Apr 11 4, 1981 ADJOURNMENT pursuant to Chairman pistor's statement that, hopefully, it will be found that the transition has worked out without disruption and un- pleasantness, and, there being no further business for the good of the County, the meeting was adjourned by order of the Chair - Time: l:20 P.M. ATTEST: WI~LI~~^r.~ REAG~N, CLERK '~ ?>:·.:~-:f~'~ '. ~.L ~.-:;t.: ....~ ~7: c BOARD OF COUNTY COMMISSIONERS/EX OFFICIO GOVERNING BOARD(S) OF SPEC¡AL DISTRfCTS UNDER ITS CONTROL i . f~' C>' /Jr.-l /~~~ '~ " .)j/í4~ / John r p sto'. Chol'mon ! / ' ': '" , . ' . .., "'I '1\\ \~\ " .) II ~. \ . . , . , , "I MDK 06 0 rACE 570 PÐg e 14 I .. ,---_..~._-_.'"'."...'...'.....,.,