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Res 044-2018Resolution No. 44-2018 Resolution authorizing the City Manager to execute a five-year agreement with American Medical Response Ambulance Service, Inc. for ambulance service in Wichita Falls WHEREAS, Wichita County and the cities of Wichita Falls, Burkburnett and Iowa Park ("the Entities") are currently parties to an agreement with American Medical Response Ambulance Service, Inc. ("AMR"); and, WHEREAS, the current agreement expired on February 20, 2018; and, WHEREAS, to ensure the continuation of services, representatives of the Entities negotiated a five-year agreement, with an option for five one-year extensions, with AMR and are recommending AMR for continued ambulance service of the Entities. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WICHITA FALLS, TEXAS, THAT: The City Manager is hereby authorized to execute the attached contract for ambulance services with AMR. PASSED AND APPROVED this the 17th day of April, 2018 ATTEST: /Y. W/1-v Deputy City CIF rk EXCLUSIVE RIGHTS CONTRACT FOR EMS AMBULANCE SERVICE TO WICHITA COUNTY, SHEPPARD AFB TX, AND THE CITIES OF WICHITA FALLS, IOWA PARK, AND BURKBURNETT, TEXAS This contract for EMS Services ("Contract") entered into this 20th day of February, 2018, by and between the Cities of Wichita Falls, Iowa Park, and Burkburnett, Texas, each a home rule municipal corporation of the State of Texas, the County of Wichita, and Sheppard Air Force Base, Texas, (hereinafter referred to all as the "Entities") and American Medical Response Ambulance Services, Inc., hereinafter referred to as "Contractor". The Entities and Contractor are collectively referred to herein as the "Parties." NOW, THEREFORE, for and in consideration of the covenants and agreements herein contained and other good and valuable consideration, including, without limitation, the award of exclusive EMS Service market rights, the receipt and adequacy of which are hereby forever acknowledged and confessed, the Parties agree as follows: Article 1 - Definitions The following words and phrases as used in this contract, unless a different meaning is plainly required by context, shall have the following meanings. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the contract document 1.1 Ambulance: Any privately owned vehicle specifically equipped or specifically used for transporting the sick or injured and including, but not restricted to, emergency or transfer vehicles used for such purpose, and invalid coaches, but does not include funeral coaches used for the transportation of the dead or air ambulance service. 1.2 Ambulance service: Any transportation of patients or persons for hire or gratuitously, either for emergency or non -emergency reasons performed by an ambulance, but does not include funeral coaches used for the transportation of the dead or air ambulance service. 1.3 Attendant: A trained and/or qualified individual responsible for the operation of an ambulance and the care of the patients, whether or not the attendant also serves as driver. 1.4 Designated Call Tyke: Emergency Medical Dispatch designated call types are as follows: Priority — Code 3 Life -Threatening Medical Call Non -Priority — Code 1 or 2 Non -Life Threatening 1.5 Emergency/Urgent: An emergency is any circumstance that calls for an immediate action and which the element of time in transporting the sick, wounded or injured for unscheduled medical treatment at an emergency room or a facility providing emergency medical care is or may be essential to the health or life of any person. 1.6 Emergency Call: Any request for an ambulance that is made by telephone or other means of communication in circumstances which are or have been represented to be of an emergency/urgent nature, which requires an unscheduled transport to an emergency room at a hospital or a facility providing emergency care. 1.7 Emergency Medical Dispatch: A system whereby emergency call takers can evaluate the caller's type of medical or trauma situation so as to better dispatch emergency services and provide quality instruction to the caller before help arrives. 1.8 Emergency Medical Service (EMS): The provision of basic or advanced life support and transportation of patients to an emergency room of a hospital for emergency pre -hospital care. For this contract, EMS service is exclusively provided by a private contractor (the Entities' EMS provider) under contract. In addition, the Entities provide First Responder services (which may include basic or advanced life support) to its contracted EMS provider through member of the Entities Fire Departments. 1.9 Emergency Medical Service Personnel: A person employed to provide basic or advanced life support and certified as a basic emergency medical technician, emergency medical technician - intermediate, or an emergency medical technician -paramedic. 1.10 Emergency pre -hospital care: Care provided to the sick or injured either on the scene or during emergency transport to an emergency room at a hospital or a facility providing emergency medical care. 1.11 EMS Provider • The entity under contract with the aforementioned contractors (Entities) that provides EMS services to residents of the Cities of Wichita Falls, Iowa Park, Burkburnett, Wichita County, and Sheppard AFB. 1.12 First Responder: Members of the Entities Fire Departments who are assigned responsibility for responding to calls received from each Entity's 911 Dispatch Center for emergency medical service. 1.13 Medical Facility: Any building or place of business established for the purpose of 1.15 examination or treatment by a licensed physician of individuals that are sick or injured. 1.14 Non -emergency ambulance transfer service: The operation of a service to transport patients for non -emergency, previously scheduled, medical treatment from a point originating and terminating within the Wichita County and Sheppard AFB. 1.15 Ori ink For purposes of this chapter, a call for EMS services "originates" within the Entities limits if the person in need of EMS service (emergency pre -hospital care or emergency ambulance. 1.16 Stand -By: An occasion in which an ambulance is requested to be present at an event or incident involving a potential danger to personnel, participants, or the general public. Article 2 - Franchise Granted 2.1 Exclusive EMS Franchise Granted The Contractor shall provide all emergency medical service response for each of the aforementioned Entities and shall furnish its own employees, facilities, vehicles, on- board equipment, vehicle radio equipment, and computer-aided dispatch hardware and software. Contractor's ambulance services shall be financed exclusively on a fee for service basis, under a franchise fee arrangement according to this Contract. Contractor may charge user fees for services rendered under this Contract, which are consistent with the market rates as determined by the Consumer Price Index for All Urban Consumers (CPI -U) a. Except for subsidies, if any, paid to Contractor under this Contract, Contractor shall be compensated for its services solely through the following sources: (1) Third -party payers; (2) Persons or entities who use ambulance services or other persons responsible for such use of ambulance services; and (3) Contract purchasers of ambulance services, including facilities that contract for non -emergency and emergency inter -facility transports. b. The exclusive franchise rights granted by this contract do not apply to any ambulance or ambulance service or to the driver or attendant of any ambulance: (1) Which is rendering assistance to patients in case of a major catastrophe or emergency with which the licensed ambulances of the Entities are unable to cope; or (2) Which is transporting a non -emergent patient who is picked up from a location in or beyond the limits of the Entities and transported to a location within the Entities' territorial limits. (3) Which is transporting a patient who is picked up from a location beyond the limits of the Entities and transported to a location beyond the limits of the Entities and only incidentally passing through the Entities; or (4) Which is transporting a patient who is picked up from a location within the Entities limits and transported to a location beyond the limits of the Entities; or (5) Which is operated by an agent or employee of the federal or state government if such service is done in performance of his official duties. 2.2 Stand -By for Fire Incidents Contractor shall provide, at no cost to each Entity, stand-by services for "working" Structure Fires in which the fire involves the structural components of a residential, commercial, or industrial building where there is at least one hose line connected to an interior or exterior fire attack. 2.3 Patient charges Contractor agrees to ensure an Average Patient Charge (herein after referred to as "APC") as determined by fair market rates using information provided by the CPI -U. 2.4 Schedule of rates; posting Every ambulance shall have posted, in a conspicuous place readily visible to the occupants, a statement showing the base rate and the mileage charge per loaded mile. Such rates, as posted, shall be the same as those contained in the schedules filed with the City Clerk of Wichita Falls and representatives of other Entities. 2.5 Franchise fee To compensate the Cites and County for the use of public streets and right-of-way, the Contractor shall, during the term of this Contract, pay to the Entities of Wichita Falls for disbursement to each Entity, at the office of the Director of Finance in lawful money of the United States, five hundred dollars ($500) each, or a total of $2,000, which said remittance shall be made annually on November 1, and for the duration of the contract. The Franchise Fee shall be in lieu of any other fees or charges imposed by any other ordinance now or hereinafter in force during the life hereof, but shall not release the Contractor from the payment of ad valorem taxes levied, or to be levied, on property it owns. 2.6 Subsidy charges. During the term of this Contract, Contractor will not require any form of subsidy to be paid by the Entities. Article 3 - General Financial and Administrative Provisions 3.1 Assignment The Contractor shall not assign any portion of this Contract without prior written consent of the Entities following approval by the Entities of Wichita Falls Emergency Medical Services Advisory Board. The Entities and the Board shall have discretion to approve or disapprove any assignment based on any reason they deem appropriate. Any assignment made contrary to the provisions of this Section 3.1 shall immediately terminate the Contract and shall not convey any rights to the assignee. Any material change in the Contractor's ownership or control shall, for the purposes of the Contract, be considered an assignment. The Entities may require credentials and financial information from the proposed assignee and may base its consent to approve assignment in whole or in part on the information provided. 3.2 Permits and licenses By execution of this Contract, Contractor represents and warrants that it currently holds and shall continue to hold during the term of this Contract any and all required federal, state, and local licenses required to perform the duties under this Contract. In addition, the Contractor shall make all necessary payments for licenses and permits to perform all obligations under this Contract. The Contractor assures that all necessary renewals shall be made on time. The Contractor is responsible for assuring that all of its personnel hold valid state and local certifications at all times required to meet the Contractor's responsibilities under this Contract. 3.3 Compliance with laws and regulations All services furnished by the Contractor under this Contract shall be rendered in full compliance with all applicable federal, state, and local laws, ordinances, rules, and regulations. It shall be the Contractor's sole responsibility to be fully familiar with all laws, rules, and regulations that apply to the services provided by the contractor and to comply with them at all times. Contractor shall immediately give notice to the Entities of any violations of such laws. 3.4 Audits and inspections Each Entity may at any time, and without notification, directly observe the Contractor's operations at its communications center, maintenance facility, and any ambulance post location. Entity representatives may ride as an observer on any Contractor ambulance, subject to applicable law and Contractor's policies. a. The Entities shall have the right to audit the reports and data that the Contractor is required to provide under the Contract. Such audits will be conducted during normal business hours with a minimum of forty- eight (48) hours' notice to the Contractor. b. Contractor must keep all of its financial records in a manner consistent with generally accepted accounting principles as followed by the American Institute of Certified Public Accountants. C. Within 120 days of the close of each fiscal year, Contractor must, at its expense, present to the Chair of the Wichita Falls EMS Advisory Board an audit report and consolidated financial statement of the business, whether sole proprietorship, company, partnership or corporation and its subsidiaries and affiliates, together with an auditor's opinion that the financial records are kept in conformity with generally accepted accounting principles and that the audit present fairly the financial position of the business. Notwithstanding the foregoing, if Contractor is a publicly traded company, Contractor may satisfy this paragraph by providing publicly filed documents required by the Securities and Exchange Commission. d. The books and records of the Contractor shall be open at any reasonable time for inspection by each Entities Manager/Administrator, Judge, or official designee. 3.5 Reports The Entities have the right to request information from Contractor to insure the public safety and Contractor must provide the requested information within a reasonable period as determined by the Chair of the EMS Advisory Board or his designee. This information includes, but is not limited to: a. Monthly Response Time Compliance Report due by the 15th of the following month; b. A listing of each response time exception over 10 minutes, including the reasons for the exception; A listing of all emergency responses over the allowed response time within the Entities Limits or jurisdictional/response district whether or not a transport was required; d. Vehicle availability log; Information about all complaints and the resolution of those complaints; f. A listing of all emergency calls requiring mutual aid, including aircraft, and the reason mutual aid was necessary; g. The Entities may decide other information is necessary to ensure superior system performance. The final decision for content, quantity, quality and frequency of information required from Contractor is in the sole decision of the EMS Advisory Board Chair or his designee. 3.6 Relationship of the Parties Nothing in this Contract shall be construed to create a relationship of employer and employee or principal and agent, partnership, joint venture, or any relationship other than that of independent parties contracting with each other solely for the purpose of carrying out the provisions of the contract. Nothing in the Contract shall create any rights or remedies in any third party, it being solely for the benefit of the Entities and the Contractor. 3.7 Rights and Remedies Not Waived The Contractor hereby covenants that the provision of services to be performed by the Contractor under the Contract shall be completed without any further compensation than that provided for in the Contract. The acceptance of work under the Contract and the payment therefore shall not be held to prevent maintenance of an action for failure to perform work in accordance with the Contract. In no event shall the payment of consideration by the Entities be construed as a waiver by the Entities of any default or breach by the Contractor. The payment shall in no way impair or prejudice any right or remedy available to the Entities with respect to default. Failure of either party hereto to insist on the strict performance of any of the contractual terms herein or to exercise any rights or remedies accruing hereunder upon default or failure of performance shall not be considered a waiver of the right to insist on and to enforce by any appropriate remedy, strict compliance with any other obligation hereunder or to exercise any right or remedy occurring as a result of future default or failure or performance. 3.8 End Term Provisions The Contractor shall have ninety (90) days after termination of the Contract in which to supply the required financial statements and other such documentation necessary to facilitate the winding up of the Contract at the end of the term. 3.9 Notice of Litigation The Contractor shall notify in writing the EMS Advisory Board Chair or his designee within seventy-two (72) hours of any material litigation or potential for material litigation of which the Contractor knows or has reason to know and which is in any way related to the Contract, involving, without limitation, the Contractor, the Contractor's related organizations, affiliates, subsidiaries, owners, and key personnel. 3.10 Terms and Renewal Provisions The term of this Contract shall be for a period of five (5) years beginning . The Contractor may receive, at the discretion of the Entities, up to five (5) extensions of one (1) year each. To exercise a contract term extension, Contractor must, no later than six (6) months prior to the end of the initial term, request in writing for an initial one (1) year extension. Thereafter, to exercise additional authorized contract term extensions, Contractor must, no later than six (6) months prior to the end of the extension period, request in writing for each additional one (1) year extension. 3.11 Performance security Contractor shall establish and provide to Entities a twenty-five thousand dollars ($25,000) performance security. The performance security shall be provided on an annual basis. The performance security will be fulfilled by a letter of credit, performance bond, or cash escrow account in a form acceptable to the Entities. The purpose of the performance security is to recover costs to the Entities for accepting and administering applications for an ambulance service in the event the Contract is terminated. Said performance security shall be forfeited for any of the following conditions: Failure to give one hundred twenty (120) days advance written notice of termination of business. Failure to correct a breach of the terms and conditions of this contract within a thirty (30) day period, after receiving written notice of same. A material breach is one that is of urgent public necessity (including, without limitation, if applicant's license permitting it to conduct its business has been revoked by the Texas Department of State Health Services, repeatedly failing to provide the proper number of or properly operating units, failing to provide liability insurance, engaging in discriminatory practices, any unsafe or illegal activity that might affect the citizens of Entities). Article 4 - Insurance and Indemnification 4.1 Insurance requirements At all times during the term of this Contract and throughout any extension periods thereof, Contractor shall obtain and pay all premiums for and furnish a Certificate of Insurance to the Entities for insurance as specified below. For liability arising from the actions or inactions of Contractor or Contractor's personnel, all such policies shall name each of the Entities as "additional insured." Contractor shall furnish the Entities with a Certificate of Insurance indicating that the types and amounts of insurance required hereunder are in full force and effect. Contractor shall provide the Entities of Entities thirty (30) days written advance notice of any cancellation, change, termination, failure to renew or renewal, or any change in coverage of any such policy or policies reflected on said certificate. Insurance coverage shall meet the following minimum requirements: a. Worker's compensation. Contractor bears all responsibility for any injuries or Injury related loss suffered by its employees, agents, or officers. Contractor shall have in place Worker's Compensation Insurance as permitted by the laws of the State of Texas or maintain a similar employee injury benefit plan to provide the necessary coverages. b. Commercial General Liability. Commercial general liability insurance in an amount not less than two million dollars ($2,000,000) per occurrence combined single limits (CSL) for all claims resulting from bodily injury (including death) and/or property damage arising out of the operations of the ambulance service authorized hereunder. Automobile liability. The following coverage is required: Uninsured Motorist. Uninsured/underinsured motorist coverage, covering all automobiles and including all owned, hired, or leased vehicles in an amount equal to or greater than the minimum liability limits required by law; Employer's Non -Owned Auto Coverage. Employer's non -owned liability in an amount equal to the liability limits set forth in Subsection b, immediately above. d. Ambulance liability. A policy covering the liability created by ambulance operation to a limit called for in Subsection b. hereof. It is further understood that due to the nature of this risk, it is presently necessary to obtain this coverage through the Assigned Risk Pool, and that policy form must be accepted as offered, Malpractice. Malpractice insurance in an amount not less than two million dollars ($2,000,000) for each claim. f. Excess liability insurance umbrella. Excess liability insurance umbrella in an amount of at least ten million dollars ($10,000,000) shall be provided as additional coverage to all underlying liability policies (including Professional Liability). This policy may be written as a "Form Following Excess" policy. g. Submission of policies. Evidence of insurance policies required hereunder shall be submitted to the Entities. Satisfactory evidence that such insurance is at all times in full force and effect shall be furnished to the Entities. h. Effect of cancellation or termination. The cancellation or other termination of any policy of insurance required hereunder shall be cause for default by Contractor. The Entities has the right to automatically revoke and terminate this Agreement for ambulance service granted hereunder, unless another insurance policy complying with the provisions of this section shall be provided and be in full force and effect at the time of such cancellation or other termination. Issuers of policies. The issuer of any policy must have a certificate of authority to transact insurance business in the State of Texas. Each issuer must be responsible and reputable and must have financial capability consistent with the risks covered. Each issuer shall be subject to approval by the Entity's Office of Risk Management as to conformance with these requirements. Deductibles. Contractor maintains several large deductible or self-insured retentions for insurance policies required herein. A policy may contain deductible amounts only if the Entities approves the amount and the scope of the deductible, but such approval shall not be unreasonable withheld. Contractor shall assume and bear any claims and losses to the extent of such deductible amounts and waives any claim it may ever have for the same against the Entities, its officers, agents and employees. k. Subrogation. Each policy must contain an endorsement to the effect that the issuer waives any claim or right in the nature of subrogation to recover against the Entities, its officers, agents and employees. 1. Liability for premium. If any of the policies referred to above does not have a flat premium rate and such premium has not been paid in full, such policy must have a rider or other appropriate certificate or waiver sufficient to establish that the issuer is entitled to look only to Contractor for any further premium payment and has no right to recover any premiums for the Entities, in. "Occurrence" form required. All coverage, except professional liability, furnished hereunder shall be written on an "occurrence" basis not a "claims -made" basis, provided, however, a combination of "claims made" coverage and "extended reporting endorsement" ("tail coverage") for a period of three (3) years following expiration of this Agreement shall be considered equivalent to "occurrence" coverage. Furthermore, nothing in this provision shall be construed as prohibiting partial self -funding of defined aspects of coverage, provided that self -funding financial arrangements and risk- management aspects are approved in writing by the Entities of Entities. 4.2 INDEMNIFICATION CONTRACTOR SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND THE ENTITIES AND ITS OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, LIABILITIES, PENALTIES, DAMAGES, EXPENSES, AND JUDGMENTS, ARISING OUT OF OR RELATING TO CONTRACTOR'S OPERATIONS OF EMS OR NON -EMERGENCY AMBULANCE TRANSFER SERVICE AS PROVIDED FOR IN THIS CONTRACT, INCLUDING THOSE CLAIMS, DEMANDS, LIABILITIES, PENALTIES, DAMAGES, EXPENSES, AND JUDGMENTS WHICH INVOLVE OR MAY INVOLVE THE ACTUAL OR ALLEGED NEGLIGENCE OF THE CONTRACTOR OR ANY OF ITS OFFICERS, AGENTS OR EMPLOYEES. THE CONTRACTOR SHALL HAVE A RIGHT, AT ITS SOLE DISCRETION, TO DEFEND ANY SUCH SUIT WITH ATTORNEYS OF ITS OWN SELECTION AT ITS OWN EXPENSE. FOR PURPOSES OF THIS INDEMNIFICATION PROVISION, ACTS AND/OR OMISSIONS OF CONTRACTOR'S OFFICERS, AGENTS, AND EMPLOYEES SHALL BE CONSIDERED THE ACTS AND OMISSIONS OF CONTRACTOR. THE ENTITIES AGREES THAT IF CONTRACTOR'S INSURER IS REQUIRED TO RESPOND TO THIS INDEMNITY PROVISION PURSUANT TO THE CONTRACTUAL LIABILITY CLAUSE PROVIDED IN SECTION 4. 1, SUCH INSURER SHALL BE LIABLE TO THE EXTENT OF THE POLICY LIMITS. NOTHING IN THE PRECEDING SENTENCE SHALL BE CONSTRUED TO LIMIT THE LIABILITY OF CONTRACTOR FOR THE INDEMNITY REQUIRED IN THIS SECTION; IT IS EXPRESSLY UNDERSTOOD THAT CONTRACTOR SHALL BE FULLY RESPONSIBLE FOR THE INDEMNIFICATION PROVIDED HEREIN WHETHER Article 5 - Default and Termination Provisions 5.1 Events of Default a) This contract is subject to termination or suspension by the Entities where it shall appear that any of the following events of default has occurred: 1. The Contractor has failed or neglected to render the full service granted by this contract, including the performance of all emergency responses, subject to the Force Majeure provisions in Section 9.14. 2. The contract was obtained by an application of which any material fact was omitted or stated falsely. 3. The Contractor has permitted its vehicles to be operated in violation of any law excluding motor vehicle moving violations. 4. The Contractor has failed to comply with any of the material provisions hereof, or has willfully or knowingly violated any of the material provisions hereof. 5. The Contractor has given or allowed a rebate commission or any reduced rate discount not provided for in the rates established and prescribed herein, or as otherwise acceptable by Medicare and/or Medicaid. 6. The Contractor or his agent has induced or sought to induce a change of destination to or from a hospital or other place specified by the person hiring the ambulance, provided, however, this shall not apply to emergencies. 7. The Contractor or his agent has knowingly received any payment, favor or gratuity from any mortuary operating in the Entities for the purpose of inducing any person transported by said Contractor or his agent to utilize the services of said mortuary, and no Contractor shall engage in or have any financial interest in a mortuary service. 8. The Contractor allows his insurance as required in this Contract to be canceled, withdrawn or terminated without having obtained replacement coverage. 9. The Contractor allows his vehicles or equipment to become damaged, deteriorated or unclean to the extent that it is, in the judgment of the Entities, unfit for public use and does not correct the condition within thirty (30) days' written notice from the Entities. 10. Performance security as required under this Contract has not been secured or is allowed to be revoked or canceled. 11. The Contractor files for, or is voluntarily or involuntarily placed in, bankruptcy, is otherwise insolvent, or cannot pay its debts or obligations as they become due. 12. The Contractor's license is suspended or revoked by the Texas Department of State Health Services. 5.2 Continuous Service Delivery The Contractor expressly agrees that, in the event of termination by the Entities due to default by the Contractor as set forth in Section 5.3, the Contractor will cooperate and work with the Entities to assure continuous delivery of services regardless of the underlying cause of the default. The Contractor agrees that there is a public health and safety obligation to assure that the Entities is able to provide uninterrupted service delivery in the event of default even if the Contractor disagrees with the determination of default. Further, the Contractor agrees that if notified by the Entities of a determination of default and intent to execute an emergency takeover of the system, that the Contractor will cooperate fully with the emergency takeover and shall only challenge or appeal the emergency takeover after the emergency takeover has been completed. 5.3 Declaration of default and transfer of service a) In the event the Entities determines that a default has occurred, Entities shall provide notice of the default to Contractor and may terminate the Contract if the default is not cured within sixty (60) days of such notice to the Contractor. b) In the event the Entities determines that a default has occurred, and if the nature of the default is, in the sole opinion of the Entities, such that public health and safety are endangered, the Entities shall give Contractor written notice specifying the particular complaints and identifying them as appropriate. Contractor will be given five (5) calendar days to remedy or correct said default. In the event Contractor fails to remedy or correct said default within the time as set forth above, the Entities, at its option, may select an alternate provider for EMS and Non -Emergency Ambulance Transfer Service or require Contractor to cooperate completely and immediately with the Entities to effect a prompt and orderly transfer to the Entities of the EMS responsibilities and of the Non- emergency Ambulance Transfer Service to another provider, as set forth in this Agreement. C) In the event the Entities elects to take over EMS, Contractor shall transfer its responsibilities, and the performance security within 72 hours after the finding of default is made by the Entities. d) Contractor may not delay the transfer of the performance security even if the breach of contract may be in dispute. Notwithstanding the foregoing, at the sole discretion of the Entities, it may determine that the Contractor has defaulted in a manner that is deemed immediately detrimental to the patients and/or system and the Entities may immediately terminate the contract. The Contractor will not be prohibited from disputing any findings of default through litigation; provided, however, that such litigation will not have the effect of delaying, in any way, the immediate transfer of operations to the Entities. Such dispute by the Contractor will not delay the Entity's access to funds made available by the letter of credit, performance bond or cash account. e) These provisions are stipulated and agreed to by both parties as being reasonable and necessary for the protection of public health and safety. Any legal dispute concerning the finding that a default has occurred will be initiated and shall take place only after the transfer of operations to the Entities has been completed, and must not, under any circumstances, delay the process of transferring operations to the Entities or delay access to performance security funds as needed by the Entities to finance such transfer of operations. f) The Contractor's cooperation with and full support of the Entity's termination of the Contract, as well as the Contractor's immediate release of performance security funds to the Entities, will not be construed as acceptance by the Contractor of the declaration of default, and shall not in any way jeopardize the Contractor's right of recovery should a court later find that the declaration of default was made in error. However, failure on the part of the Contractor to cooperate fully with the Entities to affect a smooth and safe transition shall itself constitute an additional breach of this Contract. 5.4 "Lame Duck" Provisions Should Contractor fail to prevail in a future procurement cycle, they shall continue to perform all services required under this Contract until the new contractor assumes service responsibilities. Under these circumstances, Contractor would serve as a "lame duck" contractor. To ensure continued performance fully consistent with the requirements of this Agreement throughout any such "lame duck" period, the following "lame duck" provisions shall apply: a. Throughout such "lame duck" period, Contractor shall continue all operations and support services at the same levels of effort and performance as were in effect prior to the award of the subsequent contract to a competing firm; b. Contractor shall make no changes in methods of operation which could reasonably be considered to be aimed at cutting Contractor's service and operating costs to maximize profits during the final stages of this Contract; The Entities recognizes that, if a competing firm prevails in a future procurement cycle, Contractor may reasonably begin to prepare for transition of service to the new contractor during the "lame duck" period, and the Entities shall not unreasonably withhold its approval of Contractor's requests to begin an orderly transition process, including reasonable plans to relocate staff, scale down certain inventory items, so long as such transition activities do not impair Contractor's performance during the "lame duck" period, and so long as such transition activities are approved in advance by the Entities. d. During the "lame duck" period, Contractor may not change employee benefits, wages or working conditions after the award of the Contract to a successor firm without the written consent of the Entities. Article 6 - Conduct of Business 6.1 Level of care a) The Contractor shall provide all emergency medical service response to the aforementioned Entities. b) All EMS services will be provided at the mobile intensive care unit (MICU) level, and non- emergency ambulance transports can be accomplished at the appropriate level as agreed upon by the Contractor and the sending medical facility. C) MICUs shall be staffed with at least two (2) emergency medical services personnel, one (1) of whom shall be at least an EMT -13 and one (1) of whom shall be an EMT -P. The Contractor agrees that the EMT -P must perform and ride as the attendant on all calls requiring advanced life support care. At all times and in all cases each MICU must be staffed in accordance with the applicable Federal, State and local laws, rules and regulations. In addition, each MICU must contain the equipment specified under the applicable State and Federal laws, rules and regulations for MICU or the equipment and supplies list provided by the Contractor, whichever is more stringent. 6.2 Contractor Equipment Contractor will be responsible for providing any and all equipment necessary for the provision of ambulance services in this system, including all fixed locations. Contractors must outline their equipment maintenance program and replacement schedules for all major equipment, such as monitor/defibrillators, stretchers, suction units. 6.3 Ambulance Fleet Contractor shall provide a detailed plan for the management of an ambulance fleet MICU's, support vehicles, and equipment necessary to provide the minimum coverage and staffing plan detailed in section 6.4. The plan shall provide detailed specifications that describe the vehicles and equipment to be used, including as a minimum: a. No front-line ambulance to have mileage of more than 200,000 miles or 5 years in age, and no Reserve ambulance to have mileage of more than 250,000 or 6 years old. b. All ambulances must meet Federal Specification KKK -1822 and be certified by the manufacturer to meet these specifications. All ambulances used for EMS calls must be Type I, Type II or Type III with a gross vehicle weight of 10,001 pounds or greater. d. A minimum of one bariatric -capable ambulance in the Contractor Fleet at all times. This bariatric - capable unit will be less than six (6) years old and have fewer than 250,000 miles. Contractor must implement a vehicle maintenance program designed to prevent vehicle malfunctions and critical failures, and to meet all requirements for service as required by this Contract. Contractor must also implement a replacement schedule for all vehicles as required by this Contract. Within 150 days from the effective date of this Contract, the Contractor's vehicle maintenance program and the Contractor's replacement schedule must be submitted in writing to the Entities, and, in its sole discretion, the Entities shall have the right to require Contractor to modify same to meet the Entities approval. 6.4 Coverage and Staffing Plan Contractor must provide an ambulance coverage plan and deployment model estimated by the Contractor to be sufficient or even in excess of what may be necessary to meet the performance standards required herein. The coverage plan and staffing plan must include a minimum of four (4) MICU Ambulances devoted to EMS calls for the daytime operational period, and three (3) MICU Ambulances devoted to EMS calls for the nighttime operational period. Contractor shall maintain reserve units to increase production should temporary system overload persist. Contractor's coverage plan shall include post/station locations, unit hours per day, and shift schedules to allow ongoing evaluation of the thoroughness of the system status management. 6.5 First Responder Support a) Contractor shall implement and maintain an appropriate first responder organization (FRO) agreement with the Entities as the First Responder. b) Contractor shall restock supplies that are comparable with the Registered First Responder Organization for all disposable medical supplies and medications used by First Responders when treating patients. Contractor will provide, at no cost, an exchange of AMR Owned/FRO out-of-date medications and supplies prior to expiration. C) Contractor shall support in-service training for First Responders, which will benefit the EMS system as a whole. This training should, at a minimum, facilitate on -scene interactions with Contractor's personnel by offering joint EMS training and provide access to the Contractor's educational programs needed for the continued certification of First Responders. 6.6 Communications and Communication Center a) Contractor shall furnish and manage ambulance dispatch and communication services. Such services shall include, but are not limited to, dispatch personnel, in-service training, quality improvement monitoring, and related support services. b) The Contractor shall utilize a computer-aided dispatch system to record dispatch information for all ambulance requests. The CAD time recording system shall include the date, hour, minutes, and seconds. All radio and telephone communications, including pre -arrival instructions and time track, must be recorded and kept for a minimum of ninety (90) days. C) The computer-aided dispatch system shall meet the reporting requirements as specified herein - 1. Dispatch Computer. The dispatch computer supplied by the Contractor shall be capable of the following: 2. Electronic data entry of every response on a real time basis; 3. Prioritization of deployment planning; displaying calls received for runs pending, runs in progress, transfers scheduled up to twenty-four (24) hours in advance, and status of ambulance resources available for service; 4. Continuous display of unit time in each response status: Automatic display of units exceeding pre -determined "time in status" criteria for deployment and crew safety; 5. Immediate recall on any current, previous, or pre -scheduled run for inquiry by date, incident number, location, or patient name; 6. On-line, real-time visual display showing a deployment plan and prioritization of area coverage for that time of day and day of week; 7. Automated integration with digital paging and mobile status messages; 8. Simultaneous and continuous printed logs of deployment 9. Security features preventing unauthorized access or retrospective adjustment and full audit trail documentation; and 10. GPS monitoring of the entire ambulance fleet. d) Communication Center Data Capabilities. The Contractor's electronic data system must be capable of producing the following reports to be utilized in measuring response time compliance - 1. Emergency life-threatening and non -life-threatening response times by priority; 2. Unscheduled non -emergency and scheduled non -emergency by priority; 3. Out -of -chute response times by crew members; 4. On -scene times; 5. Hospital drop times by crew members; 6. Emergency and non -emergency responses by hour and day; 7. Dispatch personnel response times reports; 8. Canceled run report; 9. Demand analysis report; and 10. Problem hour assessment, e) Dispatch Card. Contractor shall fully complete a manual "dispatch card" approved by the Entities for each dispatch of an ambulance when the computer is inoperable. The Contractor's personnel, following the resumption of normal service of the CAD system, shall enter manual dispatch cards into the CAD system. f) Personnel, Staffing and Emergency Medical Dispatch (EMD). The Entities do not allow the concept of "call screening." It shall be a breach of this contract for the contractor to fail to respond to a call for emergency transport or to render emergency medical patient assessment and treatment, as appropriate, or to otherwise refuse or fail to provide emergency ambulance services to any location within the Entities limits because of the patient's perceived, demonstrated, or stated inability to pay for such services, or because of an unavailability status or the location of any ambulance unit at the time of the request. g) The Contractor shall, on all calls, announce on their radio frequency, they are "en -route" to an incident or call so that each Entity may have situational awareness. This will include location of incident and nature of the call. The contractor shall maintain 100% voice -over -radio communications capabilities with each Entity at all times. h) The Contractor will purchase and install at their own expense, 800 MHz radios for each unit licensed to operate in the City Limits, that is capable of communicating directly with the Wichita Falls Fire Department, as well as VHF radios that are capable of communicating with each First Responder Organization in the defined service areas. The City of Wichita Falls will provide contractual pricing of system compatible radios. The equipment purchased by Contractor must meet city expectation of being able communicate with Cities. i) The Contractor will maintain a "back-up" dispatch center and plan in the event of loss of communications, 9-1-1 outages, etc. This will be maintained at a ready state 24/7 and will include capabilities to ensure dispatching compliance as set forth in this contract. 6.7 Personnel Contractor must provide fully certified personnel, as defined in Chapter 773 of the Texas Health and Safety Code, as amended, to operate its ambulance vehicles. Any person employed as an emergency ambulance attendant within the Entities must be currently certified by the Texas Department of State Health Services as an Emergency Medical Technician, Advanced Emergency Medical Technician, or Emergency Medical Technician -Paramedic as appropriate for the units which the person is staffing. 6.8 Identification Contractor shall adopt and use a distinctive uniform color scheme that represents and identifies AMR. b. Each ambulance shall be identified with the Contractor's business name and in accordance with the rules and regulations set forth by the Texas Department of State Health Services or other regulating agency. C. No other type of advertising may be used on the vehicle. 6.9 Other Obligations a) Although the Contractor may seek outside obligations, the Contractor may not use any of the Contractor's EMS system infrastructure or factors of production to provide service for any other purpose not covered by the Contract, unless the Contractor first presents a plan and receives written approval from the Entities. Under no circumstances will such outside obligations interfere with the Contractor meeting its obligations to this system to include - Stand -By and Special Events Coverage. Upon request by law enforcement or fire department officers, the Contractor shall furnish courtesy stand-by coverage at emergency incidents involving a potential danger to the personnel of the requesting agency or the general public. Other community service-oriented entities may request stand-by coverage from the contractor. The Contractor is encouraged to provide such non -dedicated stand-by coverage to events if possible. 2. Community Education Requirements. The Entities desires that its Contractor take significant steps to improve access to the 9-1-1 system and participate in community education programs emphasizing preventive health care. These programs are to be made available to schools and community groups. It is the expectation that the Contractor must plan such programs working collaboratively with the Entities and other public safety groups, such as the American Heart Association, the American Red Cross, and local fire departments. Mutual Aid. The Contractor may enter into mutual aid agreements with other agencies which will utilize the other provider's units to occasionally respond to calls within the system's jurisdiction, provided that the level of service is substantially equal to that provided by the contractor. Mutual aid may be utilized to augment, but not replace, the services that the Entities are requiring from the Contractor. In every case, the Contractor will be held accountable for the performance, including response times, of any mutual aid provider used in the system. 4. Disaster Assistance and Response. The Contractor shall be actively involved in planning for and responding to any declared disaster in the area. In the event a disaster within the area is officially declared, normal operations shall be suspended and the Contractor shall respond in accordance with the Entities disaster plan. The Contractor shall use best efforts to maintain primary emergency services and may suspend non -emergency service as required. During the period of declared disaster, the Entities will not impose performance requirements and penalties for response times. b) The direct marginal costs resulting from the performance of disaster services that are non- recoverable from third parties shall be submitted to the appropriate agencies for cost recovery. The Entities will provide all reasonable assistance to the Contractor in recovering these costs; however, the Entities shall not be responsible for payments to Contractor. Article 7 - Performance Expectations and Measurement 7.1 Response Time and Promptness of Service a) Each Entity's primary 9-1-1 dispatch center will process all medical calls which will be forwarded to the Contractor's dispatcher center. The response time compliance for each entity will be determined by averaging all calls for that month - 1. Within the City Limits of Wichita Falls — 10 minutes, 95% of the time for the calendar month. 2. Within the City Limits of Burkburnett — 18 minutes, 95% of the time for the calendar month. 3. Within the City Limits of Iowa Park — 15 minutes, 95% of the time for the calendar month. 4. To the Main Gate or Missile Road Gate of Sheppard AFB — 10 minutes, 95% of the time for the calendar month. 5. To any part of Wichita County — 25 minutes, 95% of the time for the calendar month. b) If any response is greater than the above listed times, they will be reported to the Entities Designee at the 15t' of the following month. 7.2 Delivery of Service and Response Time Penalties Contractor must provide the Entities Designee with a monthly report indicating its total Priority responses (Code 3 Life -Threatening Medical Call) in each Entity's defined service area, demonstrating its monthly compliance with the promptness requirement, and indicating its overall average response time for all Priority calls (Code 3 Life -Threatening Medical Call) in the Entities limits. If the overall monthly response time does not fall within sections 7.1 a 1-5, the contractor shall be deemed to have been out of compliance for monthly average response time and shall be assessed liquidated damages for that month. The liquidated damages shall be in the amount of $1,000 per month for EACH "Late Response", per Entity (Exception: Sheppard AFB), whose response time was out of compliance. The damages shall be paid in full by the I st of the following month. 7.3 Measurement and Time Intervals a) For the purposes of this contract, response times will be measured from the time the call is received on the contractor's communications center Computer Aided Dispatch (CAD) terminal until a ground ambulance from the contractor or another authorized mutual aid Paramedic staff arrives at the incident location and stops the response time clock. b) For all types of requests for ambulance service, the response time clock shall be stopped by transmission from Contractor's ambulance or authorized mutual aid ambulance of the "unit arrived on scene" status. Such transmission shall not be made until the ambulance actually arrives at the specific address or location dispatched. In the instance of apartment or business complexes, such transmission shall not be made until the ambulance actually arrives at the point closest to the specified apartment or business to which it can reasonably be driven. C) "Arrival On -Scene" is defined as the moment an ambulance crew notifies the EMS Dispatch Center that it is fully stopped at the location where the ambulance shall be parked while the crew exits to approach the patient. In situations where the ambulance has responded to a location other than the scene (e.g., staging areas for hazardous scenes), "arrival on scene" shall be the time the ambulance arrives at the designated staging location. In instances when the ambulance fails to report "on scene," the time of the next communication with the ambulance will be used as the "on -scene" time. However, the contractor may appeal such instances when it can document the actual arrival time through other means, such as First Responders or AVL position reporting. 7.4 Upgrades, Downgrades, Reassignments a. Upgrades If an assignment is upgraded to emergency from non -emergency prior to the arrival on scene of the first ambulance, the contractor's compliance with contract standards will be calculated based on the shorter of- - f - Time elapsed from call receipt to time of upgrade plus the higher priority response time standard b. Downgrades If an assignment is downgraded prior to the arrival on scene of the first ambulance, the contractor's compliance with contract standards and penalties will be calculated based on: - The lower priority response time requirement, if the unit is downgraded before it would have been judged "late" under the higher priority response time requirement, or The higher priority response time requirement, if the unit is downgraded after it would have been judged "late" under the higher priority response time requirement. C. Reassignment en -route If an ambulance is reassigned en -route prior to arrival on scene (e.g., to respond to a higher priority request), the Contractor's compliance will be calculated based on the response time requirement applicable to the assigned priority of the initial response. The response time clock will not stop until the arrival of an ambulance on the scene from which the ambulance was diverted. d. Disregarded en -route If an ambulance is cancelled (disregarded) by an authorized agency after an assignment has been made but prior to the arrival of the first ambulance, and no ambulance is required at the dispatch location, the response time clock will stop at the moment of cancellation. If the elapsed response time at the moment of cancellation exceeds the response time requirement for the assigned priority of the call, the unit will be determined to be "late". Each incident a single response Each incident will be counted as a single response regardless of the number of units that respond. The dispatch time of the first ambulance dispatched and the on scene time of the first arriving contractors or authorized mutual aid ground ambulance will be used to compute the response time for the incident. 7.5 Response time exceptions and exemption requests a) The Contractor shall maintain mechanisms for reserve response capacity to increase production should temporary system overload persist. However, it is understood that from time to time unusual factors beyond the Contractor's reasonable control may affect achievement of the specified response time requirement. These unusual factors are limited to unusually severe weather conditions, declared disasters. b) Without limitation, equipment failures, traffic congestion, ambulance failures, dispatch errors, inability to staff units, and other causes will not be grounds for granting an exception to compliance with the response time requirements. C) If the Contractor thinks that any response or group of responses should be excluded from the compliance calculations due to "unusual factors beyond the contractor's reasonable control," the Contractor may provide detailed documentation to the affected Entity's Designee and request that they exclude these runs from response time calculations and late penalties. The Entity's Designee will have the sole authority to grant or deny the requested exclusion. Article 8 - Clinical and Employee Provisions 8.1 Medical Oversight The Contractor must furnish a medical director who meets the approval of the Entities. The Contractor's medical director will collaborate with each Entity's Medical Director to establish a single set of EMS system protocols. a. The Contractor's Medical Director shall have the following duties: Develop medical protocols for the ambulance service and periodically revise same. Medical protocols provide guidance in the patient care, treatment and transportation for emergency medical technicians and paramedics. The protocols should also provide a standard to evaluate patient care and a template for quality improvement. 2. The Medical Director will periodically evaluate the performance of employees and will oversee the in-service and audit programs to ensure quality. Conduct medical audits of individual cases as requested by the Entities. Article 9 - General Provisions 9.1 Character and competence of personnel All persons employed by Contractor in the performance of work under this Contract shall be competent and holders of appropriate permits in their respective trades or professions. The Entities may demand the removal of any person employed by Contractor, subject to Contractor's sole discretion, who chronically misconducts themself or is chronically incompetent or negligent in the due and proper performance of his duties, and such person shall not be reassigned by Contractor for production of services under this Contract without the written consent of the Fire Chief or his designee, and shall be required to document in writing the specific reasons for exercising rights relative to any given employee, and shall also give that employee an opportunity to defend himself in the presence of Contractor's Manager and Medical Director, and the Entities prior to removal. 9.2 Attorney Fees If either the Entities or Contractor institutes litigation against the other party to secure its rights pursuant to this Contract, each party shall pay their own actual and reasonable costs of litigation and attorney's fees. 9.3 Non -Discrimination Contractor agrees as follows: Contractor will not discriminate against any employee or applicant for employment because of race, religion, color, national origin, disability, sex, sexual orientation or age. Contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, religion, color, national origin, disability, sex, sexual orientation or age. Such action shall include, but not be limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of payer other forms of compensation; and selection for training, including apprenticeship. Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. Contractor will, in all solicitations or advertisements for employees placed by or on behalf of Contractor state that all qualified applicants will receive consideration for employment without regard to race, religion, color, national origin, disability, sex, sexual orientation or age. 9.4 Compliance with laws The services furnished by Contractor under this Contract shall be rendered in substantially full compliance with applicable federal, state and local laws, rules and regulations. It shall be Contractor's responsibility to determine which laws, rules, and regulations apply to the services rendered under this Contract and to maintain compliance with those applicable standards at all times. 9.5 Severability In the event any provision hereunder is determined to be illegal, invalid or unenforceable under applicable law, said provision shall be deemed deleted from this Contract as if never contained herein and the remainder of this Contract shall remain enforceable. 9.6 Headings The Paragraph headings, articles, sections and captions contained in this Contract are solely for the convenience of the Parties and shall in no manner be construed as part of this Contract. 9.7 Choice of Law This Agreement shall be governed by the laws of the State of Texas, and, in the event of litigation with respect to this Agreement or any of its terms, venue shall rest in Wichita County, Texas. 9.8 Limits of Fiscal Liability Contractor hereby acknowledges and accepts that an award of market rights and earned opportunity for renewals of those exclusive market rights constitutes the Entities of Entity's sole obligation to Contractor pursuant to this Contract, and its execution by the Entities shall not be construed as creating a pecuniary obligation on the part of the Entities of Entities. 9.9 Entire agreement This Contract supersedes any and all other agreements, whether oral or in writing, between the Parties hereto with respect to the subject matter hereof, and no other agreement, statement, or promise relating to the subject matter of this Contract that is not contained herein shall be valid or binding unless in writing signed by all Parties. 9.10 Amendment This Contract may only be amended in writing and signed by individuals duly authorized to execute such amendments, and only upon the agreement of both Parties. 9.11 Correspondence All notices hereunder by either Party to the other shall be in writing, delivered personally, by certified or registered mail (postage prepaid), return receipt requested, or by overnight courier services (charges prepaid), and shall be deemed to have been duly given when delivered personally, when deposited in the United States mail, or delivered to the overnight courier, addressed to each Entity. 9.12 Independent contractor The relationship of Contractor to the Entities shall be that of an independent contractor. Nothing herein contained shall be construed as constituting Contractor as an employee, agent, servant, or department of the Entities. The Entities shall not be liable for the acts of Contractor, its officers, members, agents or employees. 9.13 Subcontracting Contractor shall not subcontract any part of its performance under this Contract without the expressed written approval of the Entities Manager or his designee. If such approval is given, any subcontractor and all employees of the subcontractor shall be treated by the Entities, in connection with this Contract only, as if they were employees of Contractor. 9.14 Force Majeure Timely performance by both Parties is essential to this Contract. However, neither Party is liable for delays or other failures to perform its obligations under this Contract to the extent the delay or failure is caused by Force Majeure. Force Majeure means fires, floods, and other acts of God, explosions, war, terrorist acts, riots, court orders, and the acts of the superior government or military authority. This relief is not applicable unless the affected Party does the following: a. uses due diligence to remove the effects of the Force Majeure as quickly as possible; and b. provides the other party with prompt written notice of the cause and its anticipated or experienced effect. 9.15 Access to records As an independent contractor of the Entities, Contractor shall, in accordance with 42 U.S.C., § 1395x(v)(1 )(1) (Social Security Act § 186\(v)(1)(I) and 42 C.F.R., Part 420, Subpart D, §420.300, et Ng., until the expiration of four (4) years after the furnishing of Medicare reimbursable Services pursuant to this Contract, upon proper written request, allow the Comptroller General of the United States, the Department of Health and Human Services and their duly authorized representatives access to this Contract and to Contractor's books, documents and records (as such terms are defined in 42 C.F .R., §420.30 I) necessary to verify the nature and extent of costs of Medicare reimbursable Services provided under this Contract. In accordance with such laws and regulations, if Medicare or Medicaid reimbursable services provided by Contractor under this Contract are carried out by the means of a subcontract with an organization related to Contractor, and such related organization provides the services at a value or cost of $10,000 or more over a twelve (12) month period, then the subcontract between Contractor and the related organization shall contain a clause comparable to the clause specified in the preceding sentence. No attorney-client, accountant -client or other legal privilege will be deemed to have been waived by Contractor or the Entities by virtue of this Contract. 9.16 Change in law Notwithstanding any other provision of this Contract, if the governmental agencies (or their representatives) which administer Medicare, any other payor, or any other federal, state or local government or agency passes, issues or promulgates any law, rules, regulations, or interpretation, or any court of competent jurisdiction renders any decision or issues any order, at any time while his Contract is in effect, which prohibits, restricts, limits or in any way "materially" changes the method or amount of reimbursement or payment for EMS services rendered under this Contract, either Party may give the other notice of intent to amend this Contract to the satisfaction of both Parties, to compensate for such prohibition, restriction, limitation or change. Upon receipt of this notice, the other party will have thirty (30) days to review the issue and then may dispute and legally resolve the issue prior to the start of the 180 day period. If this Contract is not so amended in writing within one hundred eighty (180) days after said notice was given, this Contract shall terminate as of midnight on the one hundred eightieth (180th) day after said notice was given. 9.17 Consents, approvals and exercise of discretion Except as may be herein specifically provided to the contrary, whenever this Contract requires any consent or approval to be given by either Party, or either Party must or may exercise discretion the Parties agree that such consent or approval shall not be unreasonably withheld or delayed, and such discretion shall be reasonably exercised in good faith. 9.18 Third parties None of the provisions of this Contract shall be for the benefit of third parties or enforceable by any third party. Except as provided above, any agreement to pay an amount and any assumption of a liability herein contained, expressed or implied, shall only be for the benefit of the Parties hereto and such agreement or assumption shall not inure to the benefit of any third party, including an oblige. 9.19 Waiver No failure by any Party to insist upon the strict performance of any covenant, duty, agreement or condition of this Contract or to exercise any right or remedy consequent upon a breach thereof shall constitute a waiver of any such breach or of any other covenant, duty, agreement or condition. Any waiver must be specifically stated as such in writing. 9.20 Change in Control of the Contractor. If any person, entity or group of persons acting in concert proposes to acquire a change in control of the Contractor, directly or indirectly, the Contractor shall provide the Entities at least thirty (30) days' written notice of the change in control of the Contractor, which notice shall identify the person or entity that will acquire, directly or indirectly, Control of the Administrator. 9.21 Counterparts This Contract may be executed in two or more counterparts (including fax, email, or electronic PDF counterparts), each of which shall be deemed an original and all of which together shall constitute one instrument. 9.22 Israel Boycott Verification All Entities as listed below, being over the age of eighteen years and in my official capacity representing an entity that is a party to this contract with the City of Wichita Falls, City of Burkburnett, City of Iowa Park, County of Wichita, Texas, hereby swear and verify under oath: (1) Entity does not boycott Israel; and (2) Entity will not boycott Israel during the term of this contract. 9.23 Wards of Entities Contractor shall provide to Entities, at no additional charge, service to persons who are wards of the Entities. The term "ward" shall mean a person who is in the custody, care and protection of one of the Entities. 9.24 Limitations on Adjudication Awards Damages awarded against entities in an adjudication brought against Entities arising under this contract may not include consequential damages, exemplary damages, or for attorney's fees, court costs or other costs of litigation. All other damages in aggregate are capped at $100,000. IN WITNESS HEREOF, the parties have executed this agreement on this 17" day of April, 2018. City of Wichita Falls P. 0. Box 1431 Wichita Falls, Texas 76307 By: City Manager Darron Leiker Attest: City Clerk City of Iowa Park P. O.Box 190 Iowa Park, Texas 76367 By: City Manager Jerry Flemming Attest: City Secretary City of Burkburnett 500 Sheppard Road Burkburnett, Texas 76354 By: City Manager Mike Whaley Attest: City Clerk Wichita County 900 7th Rm. 260, Wichita Falls, Texas 76301 By: County Judge Woodrow W. Gossom Attest: County Clerk Sheppard Air Force Base Wichita Falls, Texas 76311 By: Name: American Medical Response Ambulance Service, d/b/a American Medical Response, Inc. 6363 South Fiddler's Green Circle, Suite 1400, Greenwood Village, CO 80111 By: Name: