11-0201_AMERICAN MEDICAL RESPONSE AMBULANCE_Consent to Transfer AgreementCONSENT TO TRAII�SFER AGREFME' STT
CITY OF SA.N JUAN CAPIS'1'R ANO
THIS CONSENT TO "TRANSFER AGREEMENT ("Consent to Transfer Agreement") is
made and entered into this ..qday of Feb. , 2011 (the "Effective Date") by and between.
Iferren Enterprises, Inc., operating as Doctor's .Ambulance Service (hereinafter, the
"Tralnsferor") and American Medical Response Ambulance Service, Inc., a Delaware
corporation (hereinafter, the "Transferee") for the purpose of obtaining the consent of the
Orange County Fire Authority, a California Joint Pourers Authority ("OCFA") and the City of
Sail Juan Capistrano, a California municipal corporation ("City"), to the transfer of ownership of
all of Transferor's stock to Transferee (tile "Transfer") consistent with the requirements under
that certain Agreement specified hereinbelow for provision of Fire/EMS emergency ambulance
transportation and related services.
RECITALS
WHEREAS, the City, the OCFA and Transferor entered into the following agreement
(collectively referred to herein as the "Agreement'):
Agreement between the City of San Tuan Capistrano and Herren Enterprises, Inc.,
dba Doctor's Ambulance Service, Inc. for Provision of Fire/EMS Emergency
Ambulance Transportation and Related Services within Exclusive Operating Area
No. 19 (City of San Juan Capistrano and the adjacent county unincorporated area:
of Ortega Highway).
(A true acid correct copy of the Agreement is attached hereto as Exhibit A.)
WHEREAS, the Agreement requires that Transferor shall not "delegate, assign its rights
or otherwise transfer its obligations in whole or in part, under this Agreement to any other person
or entity without the prior written consent of OCFA and. the Awarding Agency." For purposes of
the Agreement, the Awarding Agency is the City. This Agreement shall not be effective unless
approved by the OCTA and the City.
WHEREAS, the Agreement provides that a "transfer" includes any change in the
business structure of Transferor, including but not limited to changes in the shareholders, or a
transfer by any shareholder of greater thud ten percent (10%) of the stack issued;
WHEREAS, Transferor has made a request, pursuant to the Agreement, that City and
OCFA consent to the transfer to Transferee of 100% of the stock issued by Transferor, and
WHEREAS, City and OCFA are willing to consent to the transfer upon approval and
complete execution of this Consent to Transfer Agreement.
I
NOW THEREFORE, it is mutually understood and agreed by the parties as follows:
744001.1
1. Consent ofd and OCFA. Upon valid approval and execution of this Consent
to Transfer Agreement by all parties hereto, City and OCFA hereby consent to the transfer to
Transferee of 100% of Transferor`s outstanding stock.
2. iresentation azzd tiarranty. Transferor and Transferee jointly and severally
represent, waxrant anal guarantee that, during the term of the Agreement.-
(a)
greement:
(a) Transferor will continue to perform all its duties, obligations and performance
requirements as set forth in the Agreement at all times during the -terra of the Agreement,
including but not limited to: (i) the dedicated unit requirements per Exclusive Operating
Area(s). (EOA's), (ii) the enhanced response times that unproved upon the requirements
set forth in the RFP, and (iii) the medical supplylAdvan.ced Life Support (ALS)
reimbursement methodology and payment schedule; and
s
(b) In connection with the Transfer, (i) Transferee does not intend to terminate the
employment of any members of the current management team (Kay Kearney and Michael
Herren), and (ii) Transferee; intends to enter into private,, confidential employment
agreements with such members of the current management team, which will govern the
terms of their respective employment relationships; and
(c) There will be no adverse impact upon. Transferor's financial ability to performs
its duties and: obligations as set forth in the Agreement caused in whole or in: parte by the
transfer. Transferee agrees to remedy any such adverse impact(s) within fifteen (15) days
of receipt of written, demand from City or OCFA;
(d) Neither Transferor nor Transferee shall delegate, assign its rights or otherwise
transfer its obligations in whole or in part, under the .Agreement or under this Consent to
Transfer Agreement, without 'the prior written consent of City and HCFA. Except in
connection with or as contemplated by the Transfer, neither Transferor nor Transferee
shall cause or permit a change in the shareholders in Transferor or a transfer of greater
than ten percent (10%) of stock issued by Transferor to any other person or entity without
the prior written consent of City and OCTA; and
(e) Transferor shall continue day-to-day operations of the ambulance service
company under the name of Doctor's Ambulance Service. In addition, its ambulance
units will be maintained with their existing color scheme (white and blue) and with the
same :Doctor's logo.
3. Termination. A material breach of this Consent to Transfer Agreement by
Transferor or Transferree with respect to the Agreement shall constitute a material breach of the
Agreement and shall be subject to the remedies and requirements set forth in the Agreement,
including without limitation, the remedies and requirements set forth i the Agreement regarding
Teri I i.ation.
7a4ont.a
4. - Notices. All notices and demands hereunder and comniLmications regarding the
interpretations of the terms of this Consent to Transfer Agreement, or changes thereto, shall be
effected by delivery in person or by deposit in the U.S. Mail, registered or certified mail, return
receipt requested, postage prepaid and addressed as follows:
To Transferor: Doctors Ambulance Service
23091 Terra Drive
Laguna Hills, CA, 92653
To Transferee: American Medical Response Ambulance Service, Inc. -
6200 South Syracuse Way ft200
Greenwood Village, CO 801.11
To City: City of Sari Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
To OCFA: Orange County Fire Authority
Attention: Finance Manager
1 Fire Authority Road
Irvine, CA 92602
5. BindingEffect. This Consent to Transfer Agreement shall be binding on and
inure to the benefit of the parties hereto, their respective heirs, executors, administrators,
successors -iii -interest, and assigns.
6. in�rated Agreement. Amendments. Nothing herein amends the terms or
conditions set forth in the Agreement. This Consent to Transfer Agreement contains all of the
agreements of the parties pertaining to consent to the transfer and cannot be amended or
modified except by written agreement signed by and approved by all three pasties.
7. Governing Lau{. This Consent to Transfer Agreement shall be governed by and
construed in accordance with the laws of the State of California.
8. Effect of Partial lnvalidity. If any terra, provision, or application of this Consent
to Transfer Agreement is held invalid or unenforceable, the remainder of this Consent to
Transfer Agreement and any application of the terms and provisions shall. not be affected
thereby, but shall remain valid and enforceable.
9. Authgdit toExec-ate. Each of the undersigned represents and warrants that he or
she is duly authorized to execute and deliver this Consent to Transfer Agreement and that such
execution is binding on the entity for which he or she is executing this docum.er►t.
This Consent to Transfer Agreement shall be effective upon execution by all parties_
744001.1
IN WITNESS WHEREOF, the parties hereto have caused this Consent to Trmsfer
Agreement to be executed on the date first above written -
HE, RRIEN ENTERPRISES, INC.
(Operating as boctor's Ambulan p S rvice)
By. Date,
President
Secretary
APPROVED AS TO FORM:
4o 'I
By. (LI
'Ity or Y Conn Swidoval
ORANGE COUNTY FIRE AUTHORITY
By
Keith. Richter, Fire Chief -
Date:'
Date:
Date: �x, I
Date:
Dat �
AMERIC - ME AL RESPONSE AMBULANCE SERVICE, JC.
By, Date. -
President
By: Date:
se
744001.1
Exhibit A
Agreement between the City of San Juan Capistrano and Herrcn Enterprises, Inc.,
dba Doctor's Ambulance Service, Inc. for Provision of Fire/EMS Emergency
Ambulance Transportation and. Related Services within Exclusive; Operating Area
No. 19 (City of San .Tuan Capistrano).
[Attached]
744001.1