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Res 96-14 Approving and Adopting a Contract with The Town of Trophy Club for Emergency Medical ServicesTOWN OF WESTLAKE RESOLUTION 96-14 A RESOLUTION OF THE BOARD OF ALDERMEN OF THE TOWN OF WESTLAKE, TEXAS, APPROVING AND ADOPTING AN AMENDED AND RESTATED CONTRACT BETWEEN THE TOWN AND THE TOWN OF TROPHY CLUB, TEXAS, FOR THE PROVISION OF EMERGENCY MEDICAL SERVICES TO THE TOWN BY THE TOWN OF TROPHY CLUB; AND PROVIDING AN EFFECTIVE DATE. NOW, THEREFORE, BE IT RESOLVED by the Board of Aldermen of the Town of Westlake, Texas: SECTION l: That the Board of Aldermen of the Town of Westlake, Texas, does hereby approve, adopt and agree to enter into the Amended and Restated Emergency Medical Services Agreement, a true and correct copy of which is attached hereto and incorporated herein, by and between the Town and the Town of Trophy Club, Texas. SECTION 2: The Mayor of the Town is hereby authorized, empowered and directed to execute the Agreement on behalf of the Town of Westlake. SECTION 3: That this Resolution shall become effective upon its passage and approval. PASSED AND APPROVED by the Board of Aldermen of the Town of Westlake, Texas this 14"' day of October, 1996. Scott Bradley, Mayor h ATTEST: A, 1* - , r"'L inger Cr swy, Town Secreta APPROVED AS TO FORM: Paul C. Ishan, Towii Attorney STATE OF TEXAS § § EMERGENCY MEDICAL SERVICES AGREEMENT COUNTY OF DENTON § WHEREAS, the Town of Trophy Club, Texas ("Trophy Club") and the City of Westlake, Texas ("Westlake") are cities duly incorporated pursuant to the general laws of the State of Texas; and WHEREAS, Trophy Club and Westlake are empowered, pursuant to Chapter 791, Texas Government Code (Vernon) and Section 774.001, Tex. Health and Safety Code (Vernon), to perform governmental functions and services on behalf of one another, including emergency medical services; and WHEREAS, Trophy Club and Westlake desire to enter into this Agreement and agree that this Agreement is in the best interest of and serves the public health, safety and welfare. WITNESSETH: NOW, THEREFORE, for and in consideration of the mutual promises and covenants herein made, and benefits flowing to each of the parties hereto, and other good and valuable consideration, the Town of Trophy Club, Texas and the City of Westlake, Texas do hereby CONTRACT AND AGREE as follows: I. The effective date of this Agreement shall be the 1st day of September, 1996. II. The term of this Agreement shall be from September 1, 1996 through August 31, 1997. For each successive year thereafter, unless otherwise terminated by either party hereto, this Agreement shall automatically renew for a like period of time. -1- DOC #: 401030 When used in this Agreement, the following words and phrases shall have the respective meanings ascribed to them: "Advanced life support" means emergency prehospital care that uses invasive medical acts. The provision of advanced life support shall be under the medical supervision and control of a licensed physician. "Basic life support" means emergency prehospital care that uses noninvasive medical acts. The provision of basic life support may be under the medical supervision and control of a licensed physician. "Emergency medical services" means services provided by emergency medical services personnel by means of an emergency medical services vehicle used to respond to an individual's perceived need for immediate medical care and to prevent death or aggravation of physiological or psychological illness or injury. "Emergency medical services personnel" means: A. emergency care attendants; B. basic emergency medical technicians; C. specially skilled emergency medical technicians; or D. paramedic emergency medical technicians. "Emergency medical services vehicle" means: A. a basic life-support emergency medical services vehicle; B. an advanced life-support emergency medical services vehicle; C. a mobile intensive -care unit; or D. a specialized emergency medical services vehicle. M DOC #: 401030 IV. Trophy Club shall provide emergency medical services to that area which is within the corporate limits of City of Westlake (as shown on the map attached hereto and incorporated herein) (the "Service Area"); provided, however, that Trophy Club shall not be required to provide such emergency medical services unless Trophy Club is able, in Trophy Club's sole opinion, to provide reasonable protection to persons within Trophy Club while providing emergency medical services to the Service Area. Notwithstanding any other provision of this Agreement, an emergency within Trophy Club shall have priority over an emergency within the Service Area. V. It is the intention of the parties hereto and Trophy Club and Westlake do hereby expressly agree that any and all civil liability related to the furnishing of the services contemplated by this Agreement to Westlake by Trophy Club shall be the responsibility of Westlake as the governmental unit which would be responsible for furnishing such services absent this Agreement. Accordingly, Westlake agrees, to the maximum extent permitted by law, to indemnify Trophy Club, its agents, officers and employees against, and to hold Trophy Club, its agents, officers and employees harmless from, any and all claims, actions, causes of action, lawsuits, judgments, damages, injuries, costs or expenses, including reasonable attorney's fees, for injury to person or property or death of any person resulting from or based upon, in whole or in part, any act or omission of Trophy Club, its agents, officers and employees performed pursuant to this Agreement, but excluding gross negligence or any willful or wanton act. The obligation stated in this Paragraph V. shall be payable out of the current revenues of the City of Westlake. -3- DOC #: 401030 VI. The fact that the Trophy Club and Westlake accept certain responsibilities relating to the rendition of emergency medical services under this Agreement as a part of their responsibility for providing protection for the public health makes it imperative that the performance of these vital services be recognized as a governmental function and that the doctrine of governmental immunity shall be, and it is hereby, invoked to the extent possible under the law. Neither Trophy Club nor Westlake waives or shall be deemed hereby to waive any immunity or defense that would otherwise be available to it against claims arising from the exercise of governmental powers and functions. VII. Where the terms of this Agreement require that notice in writing be provided, such notice shall be deemed delivered three (3) days following the deposit of the notice in the United States mail, postage prepaid, and sent by certified mail, return receipt requested and properly addressed as follows: To Trophy Club: 100 Municipal Drive Trophy Club, Texas 76262 Telephone: (817) 430-1865 Attn: Mayor, Town of Trophy Club VIII. To Westlake: 1480 Dove Road Roanoke, Texas 76262 Telephone: (817) 430-1267 Attn: Mayor, City of Westlake For the purpose of obtaining payment of the costs for emergency medical services provided pursuant to this Agreement, Trophy Club will attempt to bill all persons receiving such services (each such person being hereinafter referred to as a "patient") directly pursuant to and at the rates specified in Trophy Club's ordinances and other regulations relating to rates for emergency medical services (such costs being hereinafter referred to as the "cost of service"). -4- DOC C 401030 In the event that Trophy Club is unable to collect all or part of the cost of service from a patient within ninety (90) days following the date emergency medical services are provided, Trophy Club shall provide written notice to Westlake of such inability to collect and Westlake shall, not more than thirty (30) days following the receipt of such notice, pay to Trophy Club the uncollected cost of service. I K4 This Agreement may be terminated at any time by either party hereto giving at least sixty (60) days written notice to the other party of such termination. In the event of such termination, Trophy Club shall be compensated by Westlake for all services performed to the date of termination. X. This Agreement represents the entire and integrated agreement between Trophy Club and Westlake and supersedes all prior negotiations, representations and/or agreement, either written or oral. This Agreement may be amended only by written instrument signed by both Trophy Club and Westlake. XI. The validity of this Agreement and of any of its terms or provisions, as well as the rights and duties of the parties hereto, shall be governed by the laws of the State of Texas. This Agreement shall be performable and all compensation payable in Denton County, Texas. Venue under this Agreement lies in Denton County, Texas. XII. If any clause, paragraph, section or portion of this Agreement shall be found to be illegal, unlawful, unconstitutional or void for any reason, the balance of the Agreement shall 51 DOC #: 401030 remain in full force and effect and the parties shall be deemed to have contracted as if said clause, section, paragraph or portion had not been in the Agreement initially. XIII. The undersigned officers and/or agents of the parties hereto are the properly authorized officials and have the necessary authority to execute this Agreement on behalf of the parties hereto, and each party hereby certifies to the other that any necessary resolutions extending said authority have been duly passed and are now in full force and effect. Executed in duplicate original at Denton County, Texas on the day and year first written above. TOWN OF TROPHY CLUB, TEXAS CITY OF WESTLAKE, TEXAS a B --,/ G' By: ayor James P. Carter Mayor Scott Bradley ATTEST: By �t1� rr"rg kaien Sadri, Town Secretary tell DOC #: 401030 ATTEST: By: AL-, 0', ,1) ity Se®r tart'