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HomeMy WebLinkAboutContract 60318CSC No. 60318 INTERLOCAL AGREEMENT BETWEEN THE METROPOLITAN AREA EMS AUTHORITY AND THE CITY OF FORT WORTH This Interlocal Agreement ("Agreement") is between The Metropolitan Area EMS Authority ("Medstar"), and the City of Fort Worth ("City"), each a unit of local government (collectively, the "Parties"). The parties have reviewed this Agreement and agree to the following: WHEREAS, the purpose of this Agreement is to facilitate and memorialize the cooperation between City and Medstar concerning certain Medstar expenses for EMS related services that benefit the City; WHEREAS, City agrees to provide Medstar with funding for the expenses identified in this Agreement and any exhibits; WHEREAS, any payments or performance required by this Agreement must come from current revenues legally available to the Parties; WHEREAS, this Agreement is made pursuant to the authority of Section 791 of the Texas Government Code; WHEREAS, the subject of this contract is necessary for the benefit of the public and each parry has the legal authority to perform and to provide the governmental function or service which is the subject matter of this contract; NOW, THERFORE, for and in consideration of the mutual undertaking hereinafter set forth and for adequate consideration given, the Parties agree to the following: I. TERM The Agreement commences on the date signed by the City's Assistant City Manager below ("Effective Date") and expires one year thereafter ("Expiration Date"), unless terminated earlier in accordance with the provisions of the Agreement. Thereafter, this Agreement may be renewed on an annual basis upon the mutual written agreement of the Parties, each a "Renewal Term". II. TERMINATION a. Convenience. Either City or Medstar may terminate the Agreement at any time and for any reason by providing the other party with thirty (30) days written notice of termination. b. Breach. If either party commits a material breach of the Agreement, the non - breaching Party must give written notice to the breaching party that describes the breach in reasonable detail. The breaching party must cure the breach ten (10) calendar days after receipt of notice from the non -breaching party, or other time frame as agreed to by the parties. If the breaching party fails to cure the breach within the stated period of time, the non -breaching party OFFICIAL RECORD Interlocal Agreement — Medstar CITY SECRETARY Page 1 of 7 FT. WORTH, TX may, in its sole discretion, and without prejudice to any other right under the Agreement, law, or equity, immediately terminate the Agreement by giving written notice to the breaching party. C. Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Medstar of each occurrence and the Agreement will terminate on the last day of the fiscal period for which appropriations were received without penalty or expenses to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. III. OBLIGATIONS OF THE PARTIES a. The City will: i. Provide Medstar with funding in accordance with Exhibit A (attached hereto and incorporated herein for all purposes); ii. Such funding will not exceed the amounts set forth on Exhibit A. b. Medstar will: i. Provide the City with written verification of its expenses for the related services to be funded by the City in accordance with the terms of this Agreement; ii. Pay any fees or costs associated with the services as Medstar may be required in accordance with its contracts separate and apart from this Agreement, except for the fees for those services that the City has explicitly agreed to fund pursuant to the terms of this Agreement. IV. LAW AND VENUE The Agreement and the rights and obligations of the Parties hereto are governed by, and construed in accordance with, the laws of the United States and State of Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement must be in a court of competent jurisdiction in Tarrant County, Texas. V. AUDIT Medstar agrees that City will, until the expiration of three (3) years after final payment under the Agreement, have access to an the right to examine any directly pertinent books, documents, papers and records of Medstar involving transactions relating to the Agreement, Medstar agrees that City will have access during normal working hours to all necessary Medstar facilities and will be provided adequate and appropriate workspace in order to conduct audits in Interlocal Agreement — Medstar Page 2 of 7 compliance with the provisions of this section. City will give Medstar reasonable advance notice of intended audits. VI. NOTICE Any notice required to be given under the provisions of this Agreement will be in writing and duly served when it is personally delivered to the address below, or deposited, enclosed in a wrapper with the proper postage prepaid thereon, and duly registered or certified, return receipt requested, in a United States Post Office, addressed to Medstar or the City of Fort Worth at the following addresses. If mailed, any notice or communication will be deemed to be received three (3) days after the date of deposit in the United States Mail. Unless otherwise provided in this Agreement, all notices must be delivered to the following addresses: TO MEDSTAR: c/o Chief Executive Officer 2900 Alta Mere Drive Fort Worth, Texas 76116 With Copy to the General Counsel at same address TO THE CITY OF FORT WORTH c/o City Manager's Office 200 Texas Street Fort Worth, Texas 76102 With Copy to the City Attorney at same address Either Party may change addresses by giving the other Parry ten (10) days written notice. VII. MODIFICATIONS This Instrument contains the entire Agreement between the Parties relating to the rights herein granted and obligations herein assumed. Any oral or written representations or modifications concerning this Agreement will not be effective excepting a subsequent written modification signed by both Parties. VIII. MISCELLANEOUS a. Immunity. It is expressly understood and agreed that in the execution of this Agreement, neither Parry waives, nor be deemed hereby to waive, any immunity or defense that would otherwise be available to it against claims arising in the exercise of governmental powers and functions. b. Amendment. No supplement, modification or amendment of any term, provision, or condition of this Agreement be binding or enforceable on either Parry hereto unless in writing signed by both Parties. C. Assignment. No Parry to this Agreement may assign its rights under this Agreement without prior written consent of the other Party. Interlocal Agreement — Medstar Page 3 of 7 d. Relationship of the Parties. None of the provisions of this Agreement are intended to create, and none will be deemed or construed to create, any relationship between the Parties, other than that of independent contractors. This Agreement does not create the relationship of employer -employee, agency, partnership, or joint venture. Neither Party has the right or power in any manner to unilaterally obligate the other to any third parry, whether or not related to the purpose of this Agreement. e. Severabilitv,. Should any part, term, or provision of this Agreement be declared to be invalid, void, or unenforceable, all remaining parts, terms, and provisions hereof remain in full force and effect, and are in no way invalidated, impaired, or affected thereby. f. Entire Agreement. This Agreement contains the entire Agreement between the Parties relating to the rights herein granted and the obligations herein assumed, and supersedes all prior written or oral agreements or communications between the Parties. g. Liability. Each Party will be solely responsible for its own actions or inaction and the actions of failure to act of its respective employees, agents, officers, officials, and contractors. Neither Party is responsible for the actions, errors, omissions, negligence, misfeasance, or malfeasance of the other Party or any employee, agent, officer, official or contractor or the other Parry. h. Electronic Signature. This Agreement may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same force and effect as an original signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions (e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign. i. Public Information. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. In the event there is a request for information related to any records Medstar has indicated are confidential, the City shall promptly notify Medstar. It will be the responsibility of Medstar to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. j. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is understood and agreed that all obligations of City hereunder are subject to the availability of funds. If such funds are not appropriated or become unavailable, City shall have the right to terminate the Agreement except for those portions of funds which have been appropriated prior to termination. k. No Bovcott of Israel. If Medstar has fewer than 10 employees or the Agreement is for less than $100,000, this section does not apply. Medstar acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Addendum, Medstar Interlocal Agreement — Medstar Page 4 of 7 certifies that Medstar's signature provides written verification to City that Medstar: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 1. Prohibition on BovcottinR Enerav Companies. Medstar acknowledges that in accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms "boycott energy company" and "company" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Medstar certifies that Contractor's signature provides written verification to the City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. in. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Medstar certifies that Contractor's signature provides written verification to the City that Contractor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. n. [signature page follows] Interlocal Agreement — Medstar Page 5 of 7 METROPOLITAN AREA EMS AUTHORITY By: Ken S,mpson (Oct 13, 202318:16 CDT) Kenneth J. Simpson Chief Executive Officer City of Fort Worth By: Valerie Washington (Oct 17, 2023 09:18 CDT) Name: Valerie Washington Title: Assistant City Manager Date: October 17, 2023 Approval Recommended: By: Valerie Washington (Oct 17, 2023 09:18 CDT) Name: Valerie Washington Title: Assistant City Manager Attest By: Name: Janette Goodall Title: City Secretary Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By: Selena Ala (Oct 17, 2023 17:44 CDT) Name: Selena Ala Title: Senior Executive Assistant to City Management Approved as to Form Legality: By: Name: Taylor C. Paris Title: Assistant City Attorney Contract Authorization: M&C: OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Interlocal Agreement — Medstar Page 6 of 7 EXHBIT A This Agreement covers two allocations of funding for the EMS system. A. The first allotment is carried over from FY2023 and was designated for the system enhancements set forth below. The remaining balance of the FY2023 allotment ($651,230.27) will be distributed to MedStar in FY2024 for the items set forth below, subject to the terms and conditions of this Agreement. FY2023 Budgeted Allocation to MedStar for Svstem Enhancements Dollar Amount I Recurring Cost Use Outcome Pulsepoint/ Increase bystander Good Sam $ 100,000.00 MedStar responsible CPR Engagement Cardiac arrest survival rate improvement Learn & Earn Number of students Program $ 99,965.72 N/A completing program, Increased number of ambulance unit hours class diversity Four (4) Fly Cars $ 331,264.55 N/A ALS quick response Ambulance hours saved through utilization Track fire & EMS Improved response through increased visibility CAD Enhancement $ 120,000.00 $ 27,400.00 resources available of call locations and available resources. Total $ 651,230.27 $ 27,400.00 B. The second allotment, below, is for FY2024. FY2024 Budgeted Allocation to MedStar for Svstem Support This Agreement also covers transitional funding of 0 to $4,200,000 for FY2024 to be provided by City to MedStar to support the EMS system. Anticipated uses of the funds include, without limitation: 1.) Providing a 2% market increase to help attract and retain the workforce in this highly competitive environment. 2.) Hiring sufficient staff to continue addressing the prehospital needs of the growing population. 3.) Maintaining the clinical staffing necessary for the efficient and effective credentialing and training of system healthcare professionals and supporting clinical quality assurance/quality improvement activities of a modern, clinically focused EMS system. 4.) Refreshing and replacing capital (vehicles and equipment) to achieve and maintain the expected level of reliability in the 911 system. 5.) Underwriting the unreimbursed expense of positioning ambulance resources in areas with historically lower call volume. 6.) Continuing to pay the costs of First Responder's electronic patient care reporting 7.) Continuing to pay the costs of refreshing and replacing medical supplies for First Responders. Interlocal Agreement — Medstar Page 7 of 7