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Res 111-87 7/7/1987RESOLUTION NO. /g /7 RESOLUTION AUTHORIZING THE CITY MANAGER TO ENTER INTO AN AMBULANCE LEASE AGREE- MENT WITH LIFE LINE EMERGENCY MEDICAL SERVICES , INC. WHEREAS , the City Council has authorized the City Manager to en- ter into a contract between Wichita County and the Cities of Wichita Falls , Burkburnett and Iowa Park and Life Line Emergency Medical Ser- vices , Inc. for the provision of ambulance service for the one-year period beginning July 24 , 1987 and ending July 23, 1988 ; and WHEREAS , the City of Wichita Falls has agreed in said contract to lease the four ambulances currently owned by the City to Life Line Emergency Medical Services , Inc . 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 an ambulance lease agreement with Life Line Emergency Medical Services , Inc. for the one- year period beginning July 24 , 1987 and ending July 23, 1988, whereby the City leases four ambulances to Life Line EMS , Inc. PASSED AND APPROVED THIS 7th DAY OF Jul 1 '. 87. if MA O' ATTEST : 44.62jA2t City Cler STATE OF TEXAS COUNTY OF WICHITA AMBULANCE LEASE AGREEMENT This lease made and entered into this the a 4,N, day of 1987, by and between the City of Wichita Falls, Texas, acting by and through its City Manager as trustee for the Entities, hereinafter called "Lessor" and Life Line Emergency Medical Services, Inc. hereinafter called Lessee" . WITNESSETH: For and in consideration of the mutual covenants herein contained, the parties do hereby agree as follows: 1. Definition of Entities The term Entities refers to the cities of Wichita Falls, Burkburnett and Iowa Park and Wichita County. 2. Applicable Law This lease shall be construed and interpreted under the law of the state of Texas. 3 . Demise Lessor hereby leases to Lessee the four ambulances specified in Addendum 1 to this lease. 4. Term The initial term of this lease shall be for a one-year period beginning July 24, 1987 and ending July 23 , 1988. This lease may be extended by mutual agreement of the parties on an annual basis. 5. Rent During the lease term, Lessee agrees to pay Lessor an annual fee of one ( $1. 00) for each of the four ambulances, due and payable on July 24, 1987. 6. Condition Because the four ambulances have been in the custody and control of the Lessee, the Lessor makes no warranty regarding the condition of the four ambulances leased herein. 7. Maintenance and Repair The Lessee shall assume full responsibility for all minor and major maintenance and repair of the four ambulances leased herein. 8. Replacement The Lessee shall assume responsibility for purchasing new ambulances as replacements for the four ambulances leased herein. The Lessee shall purchase one ambulance to replace one of the ambulances leased herein by December 31 of the first and any subsequent contract years. All replacement ambulances purchased by the Lessee 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 Lessee has received a replacement ambulance, the Lessee shall return the leased ambulance which the new ambulance is replacing to Lessor in as good order and condition, except for ordinary wear and tear, as when first received. 9. Inspection The Lessee shall maintain the four ambulances leased herein in operating condition at all times and have all four ambulances inspected by the Lessor every ninety ( 90) days. In addition, the Lessor shall retain the right to inspect the ambulances at any other times, with reasonable notice to the Lessee. 10. Standards The Lessee shall ensure that the four ambulances leased herein are 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. 11. Insurance A. The Lessee 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 no 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. 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. 2 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. Lessee agrees to name the Entities as additionally insured in such insurance policy. B. 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. C. All insurance policies shall be in form and content satisfactory to the Entities and should be submitted to the Lessor at the time of contract execution. D. If Lessee shall fail, for any reason with or without fault, to provide any insurance to be provided by him pursuant to this Paragraph 10 or if the carrier should refuse to issue, or should cancel or suspend any insurance required to be provided by Lessee, the Lessor at his option may terminate this lease, effective immediately, at any time thereafter by giving written notice of termination to Lessee. 12. Indemnity Lessee shall indemnify the Lessor (and Lessor' s agents and employees) against any damage, loss, theft or destruction of the ambulances leased herein, and of the contents thereof, during the lease term, and against any and all losses, damages, injuries, claims, demands, costs and expenses (including legal expenses) of every kind and nature arising out or connected with the use, condition including, without limitation, any defect whether or not discoverable by Lessor or Lessee) or operation of each ambulance during the lease term; provided, however, that such indemnity shall not extend to, and Lessor shall indemnify Lessee (and Lessee ' s agents and employee) against any portion of any such loss, damage, injury, claim, demand, cost or expense that is within the coverage of any insurance provided or required to be provided by Lessee pursuant to Paragraph 10 hereof. Lessor shall promptly notify Lessee of any such event of which Lessor has actual notice, and Lessee shall be entitled to participate in the defense of any such claim or demand. 13 . Operating Expenses Lessee shall provide at its own expense, all gasoline and oil required for the proper operation or protection of each of the four ambulances leased herein and such washing, parking, garage, highway, or other fees or tolls as may be incurred in connection therewith. 3 14. Fines Lessee shall pay all fines imposed by any governmental authority upon any ambulance leased herein or any driver thereof during the lease term, and shall indemnify Lessor against any and all fines, penalties, and forfeitures (and all expenses incurred in connection therewith) imposed on account of the use or operation of any ambulance during the lease term in violation of any law or regulation. 15. Return of Vehicles Upon any cancellation, termination, or expiration of this lease or the contract to which it is attached with respect to any ambulance, all ambulances shall be returned immediately upon demand of Lessor in as good order and condition, except for ordinary wear and tear, as when first received. 16. No Consequential Damages In no event shall Lessor be liable for any loss of profits or other consequential damage or any inconvenience resulting from any theft, damage to, loss of, defect in, or failure to any vehicle, or the time consumed in recovering, repairing, adjusting, servicing, or replacing the same, and there shall be no abatement or apportionment of rental during such time. 17. Lease Only This agreement is one of leasing only and Lessee shall not have or acquire any right, title, or interest in or to any vehicle except the right to use and operate it as provided in this agreement. 18. Procedure on Accident If any claim is made or action commenced for damages for death, personal injury, or property damage resulting from the ownership, maintenance, use or operation of any vehicle, Lessee shall promptly notify Lessor thereof and forward to Lessor a copy of every demand, notice, summons, or other process received in connection therewith. Lessee shall furnish to Lessor, within 24 hours, a report of any accident involving a vehicle on the form furnished by the automobile liability insurer thereof and cooperate with Lessor in all ways in connection with any claim or dispute concerning such accident. 19. Default If Lessee shall default in the payment of the annual rental or other sum or reimbursement payable to Lessor hereunder and such default shall continue for more than ten ( 10 ) days after Lessor shall have demanded payment 4 thereof, or shall fail or refuse to perform any other provision hereof to be performed by Lessee, or if a petition under any bankruptcy law shall be filed by or against Lessee or Lessee shall make any assignment for the benefit of creditors or Lessee shall suffer or permit the appointment of any trustee or receiver for Lessee' s business or assets or any part thereof, or Lessee shall make or suffer any assignment voluntary or involuntary, of Lessee' s interest in any ambulance included in this lease, or suffer any lien, attachment or levy or execution to become attached thereto unless such petition, assignment, appointment, lien, attachment or levy be withdrawn or nulified within 20 days) : then in any such event, Lessor may, at Lessor' s option, by written notice to Lessee, immediately terminate this lease. 20. Termination Rights Upon the expiration or termination, pursuant to Paragraph 10(d) or 18 of this lease, all ambulances and all Lessee' s rights therein shall be surrendered to Lessor as provided in Paragraph 14 hereof. Lessor may at any time repossess any vehicle to be surrendered by Lessee, wherever the same shall be located, and may enter upon any premises of Lessee for that purpose and shall hold all vehicles repossessed free and clear of this lease and of any right of Lessee hereunder. The rights and remedies of Lessor in the event of default herein mentioned shall not be deemed exclusive, but shall be cumulative and in addition to all other rights and remedies in Lessor' s favor existing by Law. 21. Entire Agreement, Assignment and Subordination The complete and entire agreement of the parties with regard hereto is contained herein and in the attached addendum, and no amendment supplement or other modification may be otherwise than in writing signed by each party hereto. 22. Counterparts and Recording Lessor and Lessee agree to execute this lease in as many counterparts (each constituting an original, but together constituting only one agreement) as may be reasonably necessary for recording or filing in any governmental office. Lessor shall pay all fees, and charges, and expenses for any stamps or documentary taxes assessed upon this lease. 23 . Reimbursement If either party shall fail, for any reason, to perform any provision of this lease to be performed by him, the other may, at his option, perform the same and upon performing the same shall be reimbursed upon demand for all sums paid or incurred therefor. 5 IN WITNESS WHEREOF, the parties hereto have caused this agreement to be signed on the date first above stated. ATTEST: CITY OF C 'ITA FALLS, TEXAS L J_f'7 City Clerk City a d•er APPROVED: City Attorney ATTEST: LIFE LINE EMERGENCY MEDICAL SERVICES, INC. 7-) %, BY 6 I! ADDENDUM 1 TO AMBULANCE LEASE AGREEMENT LIST OF VEHICLES AND EQUIPMENT SUPPLIED BY ENTITIES One 1984 Ford Van (Type II) Wheeled Coach Ambulance VIN IFDJS34L5EHB46158 With One Multi-Level Cot, One Road Cot and One Kendrix Extrication Device One 1984 Chevrolet (Type I) Wheeled Coach Ambulance VIN 1GBJC34W9EV117988 With One Multi-Level Cot, One Road Cot and One Kendrix Extrication Device One 1984 Chevrolet (Type I ) Wheeled Coach Ambulance VIN 1GBJC34W3EV114939 With One Multi-Level Cot, One Road Cot and One Kendrix Extrication Device One 1981 Ford (Type II) Collins Ambulance VIN 1FTJS34L4BHA20731 With One Multi-Level Cot and One Road Cot Four Phoenix SX Mobile Radios 40 Watt Synthesized Model No. N5HH1W40TB 7