Res. 2135 - Sale of Controlling interest of Woodburn Ambulance and assignment of franchiseCOUNCIL BILL NO. 3100
RESOLUTION NO. 2135
A RESOLUTION APPROVING OF THE SALE OF THE CONTROLLING INTEREST IN WOODBURN
AMBULANCE SERVICE, INC. AND ASSIGNMENT OF ITS NON-EXCLUSIVE AMBULANCE
FRANCHISE TO METRO WEST AMBULANCE SERVICE, INC.; AND SETTING AN EFFECTIVE DATE
WHEREAS, On September 24, 2012, the Council passed Ordinance 2494, granting
a non-exclusive Franchise to Woodburn Ambulance Service, Inc. ("Woodburn
Ambulance") to operate an ambulance service within the corporate boundaries of the
City of the Woodburn; and
WHEREAS, Section 18 of the Franchise provides that Woodburn Ambulance shall
not sell, assign, dispose of or transfer in any manner whatsoever any interest in this
Franchise, nor the controlling company of Woodburn Ambulance, without prior approval
by the City expressed by resolution of its City Council; and
WHEREAS, the Shareholders of Woodburn Ambulance desire to sell their shares in
the corporation to Metro West Ambulance Service, Inc. ("Metro West"), subject to, among
other conditions, any required approval of the City; and
WHEREAS, on June 3, 2019, Woodburn Ambulance sent a letter to the Council
requesting the Council approve an assignment of its Franchise to Metro West as part of
its change in control transaction; and
WHEREAS, Metro West has provided sufficient information to confirm that it has the
technical qualifications, insurance and bonding, and character to continue Woodburn
Ambulance's services uninterrupted and as required by the Franchise within the
Woodburn service area; and
WHEREAS, the change in control of Woodburn Ambulance is not anticipated to
affect its Oregon Health Authority licensing, the mutual aid agreements it has in place,
or the Marion County service area designated for Woodburn Ambulance; and
WHEREAS, the City's approval of the change in control of Woodburn Ambulance
and its consent to the assignment of the Franchise will serve the best interest of the City
and its citizens; NOW THEREFORE,
THE CITY OF WOODBURN RESOLVES AS FOLLOWS:
Section 1. The City Council hereby approves of- and consents to the change in
control of Woodburn Ambulance and the assignment of the Franchise from Woodburn
Ambulance Service, Inc. to Metro West Ambulance Service, Inc. contingent upon Metro
West's completion of the following conditions no later than thirty (30) days after the date
of this Resolution:
Page 1 - COUNCIL BIL NO. 3100
RESOLUTION NO. 2135
(A) Closing on the change in control transaction and acquiring the shares of
Woodburn Ambulance (anticipated for June 17, 2019);
(B) Marion County approving of or consenting to the transfer and assignment
of Woodburn Ambulance's designated service area (ASA 4); and
(C) Metro West filing with the City its written unconditional acceptance of the
Franchise in the form attached hereto as Exhibit A.
Section 2. Subject to the conditions listed above being met within thirty (30) days
of the date of this Resolution, and from and after the closing date of the change in
control of the Franchise and transfer of related assets to Metro West, Metro West shall
become the operator of the Franchise and shall be bound by the lawful obligations and
duties that arise on and after the closing.
Section 3. The assignment of the Franchise shall not alter the terms and conditions
of the Franchise granted by Ordinance 2494. The Franchise was duly and validly issued
by the City. The Franchise remains in full force and effect as of the date hereof and is
valid and enforceable in accordance with its terms and will not expire until September
30, 2022.
Approved as to form: C (�
City Attorney Date
Approved: �f
Eric Swenson, Mayor
Passed by the Council
Submitted to the Mayor
Approved by the Mayor
Filed in the Office of the Recorder
ATTEST:
Heather Pierson, City Recorder
City of Woodburn, Oregon
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RESOLUTION NO. 2135
eck
EXHIBIT A
ACCEPTANCE OF FRANCHISE
WHEREAS, On September 24, 2012, the Council passed Ordinance 2494, granting
a non-exclusive Franchise to Woodburn Ambulance Service, Inc. ("Woodburn
Ambulance") to operate an ambulance service within the corporate boundaries of the
City; and
WHEREAS, subject to the conditions of Ordinance 2494, The City Council passed
Resolution , approving of- and consenting to a change in control of Woodburn
Ambulance and the assignment of the Franchise from Woodburn Ambulance Service,
Inc. to Metro West Ambulance Service, Inc.;
NOW THEREFORE, the undersigned, Metro West Ambulance Service, Inc., the
assignee of the Franchise hereby does for itself and its successors and assigned
unconditionally accepts the terms, conditions, and provisions of Ordinance 2494 and
agrees to be bound thereby and comply therewith.
IN WITNESS WHEREOF, Metro West Ambulance Service, Inc. has cause this
instrument to be executed by its officer as below subscribed this day of
, 2019.
METRO WEST AMBULANCE SERVICE, INC.
Printed Name:
Title:
Received by the City of Woodburn this day of 2019.
CITY OF WOODBURN
Heather Pierson
City Recorder
Page 3 - COUNCIL BIL NO. 3100
RESOLUTION NO. 2135
Ays
WHEREAS, On September 24, 2012, the Council passed Ordinance 2494, granting
a non-exclusive Franchise to Woodburn Ambulance Service, Inc. ("Woodburn
Ambulance") to operate an ambulance service within the corporate boundaries of the
City; and
WHEREAS, subject to the conditions of Ordinance 2494, The City Council passed
Resolution, approving of- and consenting to a change in control of Woodburn
L
Ambulance and the assignment of the Franchise from Woodburn Ambulance Service,
Inc. to Metro West Ambulance Service, Inc.;
NOW THEREFORE, the undersigned, Metro West Ambulance Service, Inc., the
assignee of the Franchise hereby does for itself and its successors and assigned
unconditionally accepts the terms, conditions, and provisions of Ordinance 2494 and
agrees to be bound thereby and comply therewith,
IN WITNESS WHEREOF, Metro West Ambulance Service, Inc. has
cause this ce
instrument to be executed by its officer as below subscribed this day of V64-
,2019.
ETRO WEST AMBULANC�-RVICE, INC.
d Name-: . � 1, � / I /-, ai TA
Title,
Received by the City of Woodburn this day of UvA2019.
CITY OF WOODBURN --
Heather
Heather Pierson
City Recorder
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RESOLUTION NO. 2135