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Res 109-87 7/7/1987RESOLUTION NO. ///:-P RESOLUTION AUTHORIZING THE CITY MANAGER TO ENTER INTO A CONTRACT BETWEEN WICHITA COUNTY AND THE CITIES OF WICHITA FALLS , BURKBURNETT AND IOWA PARK AND LIFE LINE EMERGENCY MEDICAL SERVICES, INC. FOR AMBULANCE SERVICE . WHEREAS, the current three-year contract between Wichita County and the Cities of Wichita Fisto alls , Burkburnett and Iowa Park and Life Line Emergency Medical Services , Inc. for the provision of ambulance service to these Entities expires July 23, 1987 ; and WHEREAS, Wichita County and the Cities of Wichita Falls , Burkbur- nett and Iowa Park desire to enter into a contract with Life Line Emer- r, gency Medical Services , Inc. for the one-year period beginning July 24 , 1987 and ending July 23, 1988 for the continued provision of ambulance service . NOW, THEREFORE , BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WICHITA FALLS, TEXAS, THAT : The City Manager is authorized to enter into a contract between Wichita County and the Cities of Wichita Falls , Burkburnett and Iowa Park and Life Line Emergency Medical Services , Inc. for the provision of ambulance service for the one-year period beginning July 24 , 1987 and ending July 23 , 1988 . PASSED AND APPROVED THIS 7th DAY OF July 987 . ir ATTEST : Cit Clem CONTRACT FOR AMBULANCE SERVICE TO WICHITA COUNTY AND THE CITIES OF WICHITA FALLS, BURKBURNETT AND IOWA PARK, TEXAS This contract made and entered into this the day of 1987, by and between the City of Burkburnett, Texas, the City of Iowa Park, Texas and the City of Wichita Falls, Texas, acting by and through their respective Executive Officers, and Wichita County, Texas, acting by and through its County Judge, hereinafter referred to as "Entities, " and Life Line Emergency Medical Services, Inc. , a Texas Corporation, hereinafter referred to as "Contractor." WITNESSETH: For and in consideration of the mutual covenants herein contained, the parties hereto do hereby agree as follows: I. Contract Term A. The initial term of this contract shall be for a one- year period beginning July 24, 1987 and ending July 23, 1988, subject to satisfactory performance by thesubjectYPY Contractor as outlined herein. This contract may be extended by mutual agreement of the parties on an annual basis. B. The contractor covenants and agrees to furnish a full range of ambulance service as an independent contractor for the purpose of making emergency calls, transfers to, from and between health care facilities and transportation for medical reasons within the actual limits of Wichita County, Texas, and outside the actual limits of Wichita County, Texas, on an exception basis as required by a physician or hospital so long as service coverage required by Sectioncion II.B. is maintained. C. It is expressly understood and agreed by and between the Entities and the Contractor, that the Contractor is an independent contractor in its relationship to the Entities and that nothing contained herein shall at any time or in any manner be construed as an agreement of partnership or joint venture or render any party hereto, the employer or master of any other party and/or its employees, agents or representatives. II. Service Level A. The Contractor shall provide emergency medical service, twenty-four ( 24) hours per day, seven days per week. Emergency ambulance service is defined as response to situations wherein notice is given to the Contractor by the Entities' Police Departments, Wichita Falls Fire Department, Wichita County Sheriff ' s Department, or by anyone, that a set of circumstances exist which require the immediate action of qualified personnel with suitable equipment to render immediate aid in a medical emergency or to any injured person wherein the person or persons are transported to the Emergency Room for treatment. Emergency service specifically does not include any call involving routine, non-emergency transfers to or from an inpatient clinic, nursing homes or hospitals. The Contractor shall promptly respond to all calls for emergency ambulance service. B. In all instances the Contractor shall attend to emergency calls prior to all other calls and the Contractor shall schedule its resources to have emergency capability at all times to any point within Wichita County. C. Emergency crews, vehicles and equipment shall be located at a base station and, if deemed necessary, substations to respond with utmost urgency to possible emergency calls, except under severe weather conditions such as ice on the streets or unavailability of units because of other emergency calls, within the following maximum response times: 1. Within the city limits of Wichita Falls - ten minutes 2. Within the city limits of Burkburnett - eighteen minutes 3. Within the city limits of Iowa Park - fifteen minutes 4. Outside the city limits of an incorporated city, but within Wichita County - twenty-five minutes III. Personnel A minimum of two persons shall comprise the ambulance crew required to be on each vehicle. All ambulance attendants shall hold and maintain, as a minimum standard, current certification by the Texas State Board of Health as an Emergency Medical Technician and possess a current City of Wichita Falls permit and a valid Texas Chauffeur' s License. IV. Location of Base and Substations The emergency vehicles, equipment and crews shall be located at a base station and at substations as may be necessary to provide service within the response time specified herein. The location of the base station and any substations, except for the existing location, must be in an area zoned either general commercial or heavy 2 commercial. The Contractor shall notify the Entities thirty ( 30) days in advance of any changes in location. V. Vehicles A. The City of Wichita Falls shall lease the four ambulances currently owned by the City to the Contractor for one dollar per year. Because the four ambulances have been in the custody and control of Contractor, the City makes no warranty regarding the condition of the four ambulances leased herein. B. The Contractor shall assume full responsibility for all minor and major maintenance and repair of the four ambulances owned by the City of Wichita Falls and any ambulances owned by the Contractor. C. The Contractor shall assume responsibility for purchasing new ambulances as replacements for the four ambulances owned by the City of Wichita Falls. The Contractor shall purchase one ambulance to replace one of the ambulances owned by the City_of Wichita Falls by December 31 of the first and any subsequent contract years. All replacement ambulances purchased by the Contractor shall be Type I , Class I ambulances as specified in the most recent standards as set out in KKK-1822B, dated June 1, 1985 or as superseded or amended, GSA Federal Specifications--Star-of-Life Ambulance and designed, constructed and maintained to meet or exceed these standards. After the Contractor has received a replacement ambulance, the Contractor shall return the leased ambulance which the new ambulance is replacing to the City of Wichita Falls. D. The Contractor shall maintain four ambulances in operating condition at all times and have all four ambulances inspected by the City of Wichita Falls every ninety ( 90) days. In addition, the City of Wichita Falls shall retain the right to inspect any ambulances operated by the Contractor at any other times, with reasonable notice to the Contractor. E. The Contractor shall ensure that all vehicles used for the purpose of providing ambulance service be maintained to meet or exceed the most recent standards as set out in KKK-1822B, dated June 1, 1985 or as superseded or amended, GSA Federal Specifications--Star-of-Life-Ambulance, to adequately transport ill, sick or injured persons in comfort and safety, and shall be maintained in clean, sanitary and in first-class mechanical condition at all times. 3 VI . Medical/Emergency Supplies The Contractor, at its own expense, shall fully stock each ambulance with equipment and supplies as required by the State of Texas. VII. Dispatching A. The City of Wichita Falls through its Police Department agrees to dispatch all emergency ambulance calls to the Contractor, except in any instance in which the Contractor is unable or unwilling to provide the service coverage required by Section II of this contract. The Police Department shall notify the Contractor of an emergency call by a tone pager and voice transmission over the radio with the nature and location of the call. The Contractor shall respond to the page by acknowledging over the radio that the call has been received and requesting any further information or clarification needed. In addition, the pager shall be equipped with a decoder which will send back a tone to the Police Department indicating that the tone and voice transmission went out over the radio to the station. B. The Contractor shall receive all calls for transfer service and administrative calls. VIII. Insurance A. It is expressly intended and understood that an independent contractor relationship is required under this contract. From the time the City of Wichita Falls dispatches an emergency ambulance call, the Contractor covenants and agrees to indemnify, hold harmless, and defend the Entities and their respective agents, servants and employees from and against and assume all liability and responsibility for any and all claims for damages or injuries to persons or property to whatsoever kind of character, whether real or asserted, arising out of or incident to the operations of contractors ambulance service and all other of its operations arising under or otherwise incident to the provisions of this contract. B. The Contractor shall provide, at its own expense, the following insurance coverage: 1. Comprehensive fire, theft and combined additional insurance for all ambulances. 2. Collision and upset insurance for all ambulances with value no less than current value of vehicle and contents and with not more than one thousand dollars ( $1,000 ) deductible. 3 . A public liability insurance policy as required by State Law as may be amended from time to time. 4 Current requirements are in amounts of at least five hundred thousand dollars ( $500,000) bodily injury per person, five hundred thousand dollars 500,000) bodily injury per incident, and five hundred thousand dollars ($500,000) property damage. 4. An umbrella public liability policy in a minimum amount of five hundred thousand dollars 500,000) . Insurance must be written by companies licensed to do business in the State of Texas. Contractor agrees to name the Entities as additionally insured in such insurance policy. C. All insurance policies must contain a provision that the policy shall not be canceled, modified, expired or otherwise terminated until after at least thirty (30) days written notice to that effect is given to the Entities. D. All insurance policies shall be in form and content satisfactory to the Entities and should be submitted to the City of Wichita Falls at the time of contract execution. IX. Performance Bond The Contractor shall provide a performance bond in the amount of one hundred thousand dollars ( $100,000) guaranteeing the full and faithful execution and performance of the contract at the time of contract execution. Said bond shall be executed by the Contractor and one corporate surety authorized to do business in the State of Texas. The surety shall designate a resident agent in Wichita County, Texas, to whom any requisite notices may be delivered and on whom service of process may be had in matters rising out of such suretyship. A duplicate original of the performance bond shall be provided each City and the County. The performance bond shall state that no term of the bond will be altered nor will the bond be canceled without thirty ( 30) days written notice to each City and the County. X. Use of Emergency Warning Devices A. An ambulance may respond, after receiving a call from a private citizen, or Police Dispatcher, to a call using red lights and siren. B. After an ambulance has responded to a call and arrived at the point of pickup, the ambulance shall not proceed to the hospital or other destination with the use of such emergency warning equipment except in the case of dire emergency. Dire emergency includes, but is not limited to: acute respiratory distress, impaired breathing, airway blockage; bleeding beyond control; poisoning; 5 immediate and pending childbirth; and orders or recommendation of a licensed physician. XI. Dead on Arrival Procedure A. The following procedure shall be followed by the Contractor when the subject of the emergency call is dead on the arrival of the ambulance. Dead on arrival, as used herein shall mean a determination of death by a medical examiner or medical doctor. Where there is not any instruction given by the next of kin, or other responsible person related to the deceased, as to where the body shall be delivered, the ambulance driver shall deliver it to a hospital until a medical examiner or licensed medical doctor formally pronounces the subject dead. Then the body shall be taken to the funeral home or mortuary next in line on the rotating list. It shall be the responsibility of the funeral home to register with the City Clerk and the Police Department to have their company on the rotating list. B. The Contractor shall have no,discretion over where bodies shall be delivered except in accordance with the terms of this contract, and they shall not recommend or suggest in any manner, direct or indirect, as to where the bodies shall be delivered. XII . Trip Log The Contractor shall have each driver record the time, place of origin, destination and charges for each trip made. The Contractor shall retain this information for a minimum of two years and the information shall be available to the City-County Health Officer or City Manager of Wichita Falls or his designee on request. XIII. Financial Information A. The Contractor shall maintain all financial records in a manner consistent with generally accepted accounting principles, practices, procedures and standards as defined by the American Institute of Certified Public Accountants. For the purpose of this contract, the Contractor shall operate with a fiscal year beginning July 1st and ending June 30th. B. The Contractor shall, at its own expense, employ an independent certified public accountant to be approved in advance by the City of Wichita Falls to audit the Contractor' s books and records at the end of each fiscal year and provide monthly financial statements. Monthly financial statements required of the Contractor shall include income statement, balance sheet, statement of changes in cash position and statement of changes in 6 financial P osition. The financial statements for each month shall be provided to the representative of the Entities serving as the liaison between the Entities and the Contractor by the 20th of the month following. C. The Contractor shall provide copies of quarterly payroll returns and canceled checks for payment of payroll taxes at the end of each calendar quarter. D. The Entities shall have the right, at all reasonable times during normal business hours, to inspect and/or audit all financial records and books of the Contractor. E. The Contractor shall maintain a complete and separate record of all revenues and expenses concerning this contract and agrees not to commingle the revenues and expenses and other financial matters associated with this contract with any other monies whatsoever. XIV. License of Public Convenience and Necessity The Contractor shall obtain and at all times maintain a current license of public convenience and necessity and a permit issued by the City Clerk of the City of Wichita Falls in accordance with the City' s Code of Ordinances prior to execution of the contract. The Entities retain the right to withhold the subsidy to the Contractor at any time the Contractor does not have a current license of public convenience and necessity. XV. Relationship with Entities A representative of the Entities shall be assigned to serve as a liaison between the Entities and the Contractor and to monitor the contract on behalf of the Entities. The Contractor shall at all times be receptive to recommendations of the Entities for improvements to the service provided and business practices and procedures utilized by the Contractor. XVI . Rates A. A schedule of rates for ambulance services is provided in Appendix A. Any changes in rates for ambulance services proposed by the Contractor must be reasonable and necessary and have prior approval of the Entities. B. The rates to be charged shall be posted in every ambulance in a conspicuous place, readily visible to the occupants. 7 XVII . Assignment of Contract The Contractor shall not assign this contract or any rights or responsibilities hereto in whole or in part to any person, firm or corporation without prior written consent by the Entities. XVIII. Execution of Contract No contract shall be binding on Wichita County and the Cities of Wichita Falls, Burkburnett and Iowa Park until it has been approved by the governing bodies of the entities and has been executed by the Chief Executive Officers of the Entities and delivered to the Contractor. XIX. Equal Opportunity The Contractor shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, natural origin, or age. The Contractor shall take affirmative action to insure that applicants are employed, and that employees are,treated during employment without regard to their race, religion, color, sex, national origin, 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 pay or other compensation; and selection for training, including apprenticeships. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth their policies of non-discrimination. XX. Exclusivity The Contractor shall not have exclusive rights to be the sole provider of either ambulance and/or transfer services. XXI. Subsidy A. The Entities covenant and agree to pay Contractor for providing emergency and transfer service in Wichita County, Texas, as provided in this contract, the sum of 180,200 Dollars annually, payable as follows: 1. One-twelfth ( 1/12) of the annual subsidy shall be payable on the last day of each month. 2. The Entities shall retain the right to seek adjustments in the subsidy at any such times the other collectionsllections b the Contractor are increased to the extent the Entities feel reconsideration of the subsidy amount paid by the Entities is merited. 8 B. The contractor shall provide to the Entities, at no additional charge, services 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. C. Emergency transfers of indigent persons to medical facilities outside the confines of Wichita County will be negotiated with the County on a case by case basis if the County is to bear the transportation cost. XXII. Liability The shareholders of the Contractor shall be liable for any debts or obligations of the Contractor. XXIII. Termination of Contract A. Either Contractor or Entities may terminate this contract at any time due to the failure of the other to comply with any or all material terms of the contract, or habitual neglect or continued incapacity to perform other obligations herein. The non-defaulting party shall provide to the other parties its intent in writing, certified mail, return receipt requested, to terminate this contract. Such notice shall include a recitation of the specific failures on the part of the defaulting party, and, upon receipt of such notice, such defaulting party shall have thirty ( 30) days to rectify such defaults and fully comply with all requirements set forth herein. Should the defaulting party not rectify such defaults within the thirty ( 30) day period, the non-defaulting party may terminate this contract. Should Contractor file for voluntary bankruptcy during the term of this contract, this contract shall automatically terminate. Should Contractor file for involuntary, and same is not dismissed within ninety ( 90) days from the date of filing, this contract shall automatically terminate. The Entities retain the right, however, to continue the contract on a month to month basis until such time as the Entities see fit to fully terminate this contract. No course of dealing or failure or the Entities or Contractor to enforce any term, right or condition of this contract shall be construed as a waiver of such term, right or condition. Notwithstanding the above, the following shall be grounds for immediate termination of the contract: 9 1. Dissolution of Contractor. 2. Sudden and substantial and permanent inability of the Contractor to meet its obligations under the contract, such that the purposes of this contract are frustrated. B. In the event of the termination of the agreement to completion of the term of this contract, the Contractor shall be entitled to the compensation earned by him prior to the date of termination as provided in this agreement computed pro rata up to and including that date and the Contractor shall be entitled to no further compensation as of the date of termination. Notices, as provided for herein, shall be provided to each party by U. S. Postal Service certified mail, return receipt requested as follows: TO CITY: City of Wichita Falls P. O. Box 1431 Wichita Falls, Texas 76307 Attention: City Manager City of Iowa Park P. O. Box 190 Iowa Park, Texas 76367 Attention: City Administrator City of Burkburnett 415 Avenue C Burkburnett, Texas 76354 Attention: City Manager TO COUNTY: Wichita County Wichita County Courthouse, Room 202 Wichita Falls, Texas 76301 Attention: County Judge TO CONTRACTOR: Life Line Emergency Medical Services, Inc. P. O. Box 2063 Wichita Falls, Texas 76307 Attention: Michael Harmon, President XXIV. Venue It is expressly agreed and understood by the parties to this contract that venue for any disputes arising out of 10 the rights or obligations contained in this contract shall lie in Wichita County, Texas. XXV. Compliance with State Law If any paragraph, sentence, phrase or word of this contract requires a lesser standard than is required under Vernon' s Ann. Cir. St. Art 44470 and the rules and regulations promulgated thereunder, or as such statute, rules and regulations are amended during the life of this contract, then the provisions of said statute, rules and regulations shall be deemed the minimum standard required by Contractor. XXVI. Entire Agreement The parties to this contract agree that they have read all provisions of this contract and the attachment referenced herein. Said contract and the attachment are the complete and exclusive statements of the terms agreed upon, superseding all prior agreements or statements, either written or oral. No modification, amendment, or addition to this contract is valid unless in writing and signed by all parties hereto. XXVII. Severability If any of the provisions of this contract shall be invalid or unenforceable, same shall not invalidate or affect the validity and enforceability of any other provision, which provisions shall remain in force and effect. XXVIII.Discrimination Contractor shall comply with all applicable anti- discrimination laws and regulations whether Federal, State or Local. This agreement made and entered into this the day of CITY OF WICHITA FALLS BY: City Manager ATTEST: City Clerk 11 APPROVED AS TO FORM: Assistant City Attorney CITY OF BURKBURNETT BY: City Manager ATTEST: City Clerk CITY OF IOWA PARK BY: City Manager ATTEST: City Clerk COUNTY OF WICHITA BY: County Judge ATTEST: County Clerk LIFE LINE EMERGENCY MEDICAL SERVICES, INC. BY: Michael Harmon, President ATTEST: 12 Guaranty of Performance of Contract Know all men by these presents that, in consideration of the sum of one dollar to us in hand paid by Life Line Emergency Medical Services, Inc. Contractor in the above contract, the receipt whereof is hereby acknowledged, we do hereby guarantee, promise and agree to on with Life Line Emergency Services, Inc. that the above named Life Line Emergency Services, Inc. will well and faithfully perform and fulfill everything that is by the foregoing agreement on its part and behalf to be performed and fulfilled, at the times and in the manner above provided; and to such end and as a part of this undertaking we do also hereby promise and agree and do become bound to the Entities in the above contract to indemnify and to hold them harmless for and against all damages, cost and expense including any such for attorney employment or fee or witness and litigation expense or any expense of any nature that they may suffer, incur, or become bound for, by reason of any default in the performance of such contract. Witness our hands this day of 19 Michael J. Harmon Beverly Harmon 13 1 r Appendix A SCHEDULE OF RATES FOR AMBULANCE SERVICES Routine Transfer Call 95 Basic Emergency Call 125 Advance Life Support Call 160 Plus additional charge for mileage and supplies