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Res 009-2000 2/1/2000RESOLUTION NO. - 10 RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT FOR AMBULANCE SERVICE TO LAIDLAW MEDICAL TRANSPORTATION, INC., DBA AMERICAN MEDICAL RESPONSE; FINDING AND DETERMINING THAT THE MEETING AT WHICH THIS RESOLUTION WAS PASSED WAS OPEN TO THE PUBLIC AS REQUIRED BY LAW. WHEREAS, Wichita County and the Cities of Wichita Falls, Burkburnett and Iowa Park (ENTITIES) entered into an ambulance service contract with Laidlaw Medical Transportation, Inc., (AMBULANCE COMPANY) which expires January 31, 2000; and WHEREAS, the AMBULANCE COMPANY has requested to extend the contract with the ENTITIES for three years and increase their rates for ambulance by three percent (3 %). NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WICHITA FALLS, TEXAS, THAT: SECTION 1. The City Manager is hereby authorized to execute the contract for ambulance service with Laidlaw Medical Transportation, Inc., dba American Medical Response attached as Exhibit "A." SECTION 2. It is hereby officially found and determined that the meeting at which this resolution was passed was open to the public as required by law PASSED AND APPROVED this the 1 st day of February 2000. MAYO ATTEST: EXHIBIT A 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 January, 2000, by and between Wichita County, acting by and through its County Judge, the City of Wichita Falls, Texas, the City of Burkburnett, Texas, and the City of Iowa Park, Texas, acting by and through their respective Executive Officers, hereinafter referred to as "Entities," and Laidlaw Medical Transportation, Inc., d/b /a American Medical Response, hereinafter referred to as "Contractor," WITNESSETH: For and in consideration of the mutual covenants and conditions herein contained, the parties hereto do hereby agree as follows: I. Contract Term A. The initial term of this contract shall be for a three -year period beginning February 1, 2000, and ending January 31, 2003, subject to satisfactory performance by the Contractor as outlined herein. This contract may be renewed by written agreement of both parties on an annual basis. If Contractor does not desire to renew this agreement beyond January 31, 2003, it shall give written notice of its intent not to renew at least 90 days before January 31, 2003. Failure to give such required notice within the time specified shall forfeit the performance bond referenced in paragraph IX unless the parties negotiate an extension of this Agreement. If the contract is not renewed or extended prior to its expiration on January 31, 2003, then the Contractor agrees to continue to perform under the same terms and conditions for an additional ninety (90) days. Failure to do so shall forfeit the performance bond referenced in paragraph IX. B. Contractor agrees to furnish ambulance service as an independent contractor for the purpose of making emergency medical service calls within the limits of Wichita County. C. It is expressly understood and agreed by and between Entities and Contractor, that 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. H. Service Level A. Contractor shall provide emergency medical service, twenty -four (24) hours per day, seven (7) days per week. Emergency medical service is defined as response to situations wherein notice is given to Contractor by Entities' Police Departments, Wichita Falls Fire Department, Wichita County Sheriff's Department, or by anyone, that circumstances exist in Wichita County which require immediate aid in a medical emergency wherein the person or persons are transported to the Emergency Room for treatment. Emergency medical service specifically does not include any call involving routine, non - emergency transfers to or from an inpatient clinic, nursing homes or hospitals, or transportation outside Wichita County. B. Emergency medical service includes: 1. Advanced life support - emergency pre- hospital care provided by a specially skilled emergency medical technician or a paramedic emergency medical technician using invasive medical acts. The provision of advanced life support shall be under the medical supervision and control of a licensed physician. 2. Basic life support - emergency pre - hospital care provided by an emergency care attendant or basic emergency medical technician using non - invasive medical acts. The provision of basic life support may be under the medical supervision and control of a licensed physician. C. In all instances, Contractor shall attend to emergency medical service calls prior to all other calls, and Contractor shall schedule its resources to have emergency medical service capability at all times to any point within Wichita County. D. Emergency medical service crews, vehicles and equipment shall be located at a base station and, if deemed necessary, substations to respond with utmost urgency to possible emergency medical service calls, except under severe weather conditions such as ice on the streets or unavailability of units because of other emergency medical service calls, within the following maximum response times: 1. Within the city limits of Wichita Falls - 10 minutes; 2. Within the city limits of Burkburnett - 18 minutes; 3. Within the city limits of Iowa Park - 15 minutes; 4. Outside the city limits of an incorporated city, but within Wichita County - 25 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 Class C Texas Drivers 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 Commercial. Contractor shall notify Entities in writing thirty (30) days in advance of any changes in location. V. Vehicles A. Contractor shall assume full responsibility for all minor and major maintenance and repair of any ambulances owned or operated by Contractor. B. All replacement ambulances purchased by Contractor shall be able to be approved by the Texas Department of Health's rules regarding certification of ambulances, and designed, constructed and maintained to meet or exceed these standards. C. 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 November 1994, 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. D. Contractor shall maintain a minimum of four ambulances in first - class mechanical condition at all times and have all four ambulances inspected by the City of Wichita Falls every ninety (90) days. Entities may inspect any ambulances operated by Contractor at any other times, with reasonable notice to Contractor. VI. Medical/Emergency Supplies Contractor, at its own expense, shall fully stock each ambulance with equipment and supplies as required by the State of Texas. VII. Dispatching Contractor shall be responsible for dispatching all emergency medical service calls. Contractor may maintain, at its own expense, a twenty - four (24) hour manned dispatch service for all ambulances and a direct telephone connection between its base station and the City of Wichita Falls Police Department, and direct communications between its base station and any substations. On receipt of an emergency call, Contractor shall, to the extent reasonably possible, promptly notify the City of Wichita Falls Police Dispatcher and, if the call is within the city limits of Burkburnett or Iowa Park, the Police Department of that City of the location and probable route of the emergency ambulance answering such call and shall notify the Police Dispatcher of the involved City of the time when the ambulance reaches the location. VIII. Insurance A. It is expressly intended and understood that an independent contractor relationship is required under this contract. Contractor covenants and agrees to indemnify, hold harmless, and defend 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 of whatsoever kind or character, whether real or asserted, arising out of or incident to the operations of Contractor's ambulance service and all other of its operations arising under or otherwise incident to the provisions of this contract. B. Contractor shall provide, at its own expense, the following insurance coverage: 1. Comprehensive automobile insurance coverage extended for fire, theft or any other physical loss of ambulance except by collision or upset. 2. Collision and upset insurance for all ambulances with value no less than current value of vehicle and contents with not more than One Thousand ($1,000) Dollars deductible. 3. Automobile liability insurance coverage as required by State Law as may be amended from time to time. Current requirements are in amounts of at least One Million ($1,000,000) Dollars bodily injury per person; One Million ($1,000,000) Dollars bodily injury per incident; and One Million ($1,000,000) Dollars property damage. 4. - Professional malpractice liability policy in a minimum amount of Five Hundred Thousand ($500,000) Dollars. C. Insurance must be written by companies licensed to do business in the State of Texas. D. Contractor agrees to name Entities as additional insured in the Automobile and Professional insurance policies. E. 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 Entities. F. All insurance policies shall be in form and content satisfactory to Entities and should be submitted to the City of Wichita Falls at the time of contract execution. IX. Performance Bond Contractor shall provide a performance bond in the amount Five Hundred Thousand ($500,000) Dollars payable to the City of Wichita Falls 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 Entity. The performance bond shall remain in effect during the entire term of this agreement or any extension thereof. In the event Contractor is unable to perform its obligations under this agreement for any reason, then in such event, the performance bond shall become immediately payable to the City of Wichita Falls. Upon receipt of the proceeds of the performance bond by the City of Wichita Falls, such amount shall be utilized to provide ambulance service to the governmental entities on an interim basis, the manner and method of providing such service to be agreed upon by the parties until a permanent provider of such service is operational. Any remaining funds not utilized to operate and equip an interim ambulance service shall be divided among the governmental entities in proportion to the respective populations that reside in the areas identified in paragraph II. D. 1 -4 and served by the ambulance provider. X. Use of Emergency Warning Devices A. An ambulance may respond 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; 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 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. 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, directly or indirectly, where the bodies shall be delivered. XII. Trip Log Contractor shall maintain records of the time, place of origin, destination and charges and attendants 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 representatives of the Entities on request. XIII. Financial Information A. 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, Contractor shall operate with a fiscal year beginning September 1 and ending August 31. B. Contractor shall, at its own expense, employ an independent certified public accountant to be approved in advance by Entities to audit the contractor's books and financial statements. Monthly financial statements required of Contractor shall include income statement, balance sheet, statement of changes in cash position and statement of changes in financial position. The financial statements for each month shall be provided to the representatives of Entities serving as the liaison between the entities and Contractor by the 20`h of the month following. Contractor shall also furnish Entities with a copy of a year -end financial audit in accordance with generally accepted accounting principles before January 31 of each year. C. Entities shall have the right, at all reasonable times during normal business hours, to inspect and/or audit all financial records and books of Contractor. D. 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 and any other monies whatsoever. XIV. License of Public Convenience and Necess Prior to execution of the contract, 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 as it may be amended from time to time. XV. Relationship with Entities A representative of Entities shall be assigned to serve as a liaison between Entities and Contractor and to monitor the contract on behalf of Entities. XVI. Rates A. Rates for ambulance services shall be as follows: 1. Basic Life Support call: $179.43 2. Advance Life Support call: $261.19 3. Mileage: $ 4.54 /mile Any changes in rates for ambulance services proposed by Contractor must be reasonable and necessary and have prior approval of Entities. The rates provided herein will be reviewed annually by the parties hereto. B. The rates to be charged shall be posted in every ambulance in a conspicuous place, readily visible to the occupants. XVII. Assignment of Contract 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 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 Entities and delivered to the Contractor. XIX. Equal Opportunity Contractor shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, natural origin, or age. 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. Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth their policies of non- discrimination. XX. Exclusivity 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 Thirty -Five Thousand ($35,000) 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 collections by the Contractor are increased to the extent the Entities feel reconsideration of the subsidy amount paid by Entities is merited. B. Contractor shall provide to Entities, at no additional charge, services to persons who are wards of 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 Contractor shall be liable for any debts or obligations of Contractor. XXIII. Remedies for Non - Performance A. Either Contractor or Entities may terminate this contract at any time due to the continued 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. Notice provided by paragraph B. of this section shall conform to these requirements and shall serve and satisfy the requirement for notice contained herein if the violations continue for a thirty (30) day period after receipt of notice. Notwithstanding the above, the following shall be ground for immediate termination of the contract: 1. Dissolution of Contractor. 2. Sudden or substantial and permanent inability of the Contractor to meet its obligations under the contract, such that the purposes of this contract are frustrated. 3. Voluntary bankruptcy. 4. Involuntary bankruptcy, and same is not dismissed within ninety (90) days from the date of filing. Entities retain the right, however, to continue the contract on a month -to -month basis until such time as Entities see fit to fully terminate this contract. B. It is further agreed by the parties that actual damages which might be sustained by Entities by reason of breach by Contractor of its promise to perform the obligations contained in the following Sections would be uncertain and difficult to ascertain: I . Section III. 2. Section V.D. 3. Section VIII. 4. Section IX. 5. Section XIII.B 6. Section XIV. 7. Section XXV. Personnel Vehicle Inspection Insurance Performance Bond Monthly Financial Statements License Compliance with State Law It is agreed that Entities may deduct an amount equal to a per diem ratio of the monthly subsidy for the number of days any breach of these certain Sections continued after five (5) days receipt by Contractor of written notice of default. It is agreed that such amount is reasonable and just for such delay in performance, that timely performance of such obligations is of the essence, and that Contractor shall bear such deduction as liquidated damages, and not as a penalty. Pursuit of the remedies described above shall not preclude pursuit of any other remedies provided in this contract or any other remedies provided by law, nor shall pursuit of any remedy herein provided constitute a forfeiture or waiver of the violation of any of its terms, provisions, and covenants. No waiver of any violation shall be deemed or construed to constitute a waiver of any other violation or a breach of any other terms, provisions and covenants contained in this agreement, and forbearance to enforce one or more of the remedies provided upon an event of default shall not be deemed or construed to constitute a waiver of such default. C. Notices, as provided for herein, shall be provided to each party by U.S. Postal Service certified mail, return receipt requested, as follows: e TO CITIFON- 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 500 Sheppard Road Burkburnett, Texas 76354 Attention: City Manager Wichita County Wichita County Courthouse, Room 202 Wichita Falls, Texas 76301 Attention: County Judge TO CONTRACTOR: Laidlaw Medical Transportation, Inc. P. O. Box 2063 Wichita Falls, Texas 76307 Attention: Charles Grady, Managing Director XXIV. Venue It is expressly agreed and understood by the parties to this contract that venue for any disputes arising out of 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 Chapter 773 of the TEXAS HEALTH & SAFETY CODE 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