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20-R-97 - Interlocal Agreements for Allocation of Emergency Medical ServicesRESOLUTION NO. 20 -R -97 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING THE CITY MANAGER TO ENTER INTO INTERLOCAL AGREEMENTS FOR ALLOCATION OF EMERGENCY MEDICAL SERVICES AND FOR MUTUAL AID AGREEMENTS AND OTHER MATTERS IN CONNECTION THEREWITH WHEREAS, Schertz desires to provide emergency medical services to the unincorporated areas of Guadalupe County (the "County ") and is entering into an interlocal Agreement for Emergency Medical Services with the County to provide said services (the "County EMS Agreement ") which is to be effective on the same effective date of this Agreement; and WHEREAS, for purposes of facilitating the County EMS Agreement, Schertz desires to allocate between Schertz, Seguin, Luling, San Marcos /Hays County EMS, and Wilson County ESD #3 the coverage area, fees, personnel, equipment and other obligations of the County EMS Agreement in exchange for mutual covenants and other consideration hereinafter provided; and WHEREAS, City Staff recommends that City Council authorizes the City Manager to enter into an interlocal agreement with the City of Seguin, the City of Luling, San Marcos /Hays County EMS and Wilson County ESD #3 for allocation of emergency medical services and for mutual aid; BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS THAT: Section 1. The City Council hereby authorizes the City Manager to enter into an interlocal agreement with the City of Seguin for emergency medical services and for mutual aid as set forth in Exhibit A. Section 2. The City Council hereby authorizes the City Manager to enter into an interlocal agreement with the City of Luling for emergency medical services and for mutual aid as set forth in Exhibit B. Section 3. The City Council hereby authorizes the City Manager to enter into an interlocal agreement with San Marcos /Hays County EMS for emergency medical services and for mutual aid as set forth in Exhibit C. Section 4. The City Council hereby authorizes the City Manager to enter into an interlocal agreement with Wilson County ESD #3 for emergency medical services and for mutual aid as set forth in Exhibit D. Section 5. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a part of the judgment and findings of the City Council. Section 6. All resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the extent of such conflict, and the provisions of this Resolution shall be and remain controlling as to the matters resolved herein. Section 7. This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. Section 8. If any provision of this Resolution or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Resolution and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this Resolution would have been enacted without such invalid provision. Section 9. It is officially found, determined, and declared that the meeting at which this Resolution is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Resolution, was given, all as required by Chapter 551, Texas Government Code, as amended. Section 10. This Resolution shall be in force and effect from and after its final passage, and it is so resolved. PASSED AND ADOPTED, this 1st day of September 2020. CITY OF SCHERTZ, TEXAS 4e4�?-' h G 1 06ez, Mayor ATTEST. renda Dennis, City Secretary U) z o� a N 711, O i I Jr� E n c0 cli a) — N ±�I r . E N as+ +1 E ~V N L� �C , N a g vi W O v� 1 p W fn c N v 4? w ° W c c cv cm Q g M 0 E co c s rn N .o z °�° 0 0 C 3 CL �. 0 W m EMERGENCY MEDICAL SERVICES INTERLOCAL AGREEMENT This Emergency Medical Services Agreement, effective as of October 1, 2020 (this "Agreement "), is between the City of Schertz, Texas, a political subdivision of the State of Texas (the "City "), and Guadalupe County, a political subdivision of the State of Texas (the "County "). WHEREAS, the City has an emergency medical services department known as Schertz EMS (the "Department "), which provides certain emergency services within the City and, by interlocal agreement, within other jurisdictions; WHEREAS, the County desires to contract with the City for the provision of certain emergency medical services within the unincorporated area of the County in order to preserve and protect the health and safety of persons within the County; WHEREAS, the City and the County have determined to enter into this Agreement relating to the provision of certain emergency medical services within the unincorporated areas of the County and to set out the terms, rights, duties, and responsibilities of the City and the County with respect thereto; WHEREAS, the City and the County have determined that the provision of certain emergency medical services is a public purpose and within their statutory powers of government; and WHEREAS, the City and the County are political subdivisions of the State of Texas and are authorized to execute this Agreement pursuant to the Texas Government Code Chapter 791.001, as amended; NOW, THEREFORE, THE CITY AND THE COUNTY, ACTING BY AND THROUGH THEIR DULY AUTHORIZED OFFICERS, HEREBY COVENANT AND AGREE AS FOLLOWS: Section 1. Responsibilities of the Cite. (a) The City agrees that during the term of this Agreement the Department or its contracted designees shall respond to all calls for emergency medical assistance and emergency medical transport and advanced life support service with mobile intensive care unit capability (the "Emergency Medical Services ") within the unincorporated jurisdiction of the County (the "Service Area "). The City agrees that during the Term of this Agreement the Department or its contracted designees shall respond to all requests for service on a next - available - ambulance basis regardless of call location. (b) The City agrees to use every effort possible to maintain an average monthly response time of thirteen (13) minutes on responses not to include cancellations, transfers, standbys or un -safe scenes in which law enforcement must make the scene safe prior to entry. Response time shall be defined as the period of time starting when a Department ambulance is notified of an emergency response and ending when an ambulance arrives on location of the emergency. (c) The City agrees to dedicate a minimum of thirteen (13) ambulances of its own or its contracted designees that will be strategically positioned in and/or around the County to maintain response times in accordance with this Agreement. (d) The City and County shall arrange for all requests for assistance to be sent directly to the Department or its contracted designees by 911- telephone transfer or by the County alerting the Department via agreed radio frequency. Such dispatch services shall be redundant and use mechanisms as provided by the Bexar Metro 911 District. (e) The City agrees to maintain a Medical Director for the Department and its contracted designees as required by the Texas Department of State Health Services (DSHS). Any change in Medical Director of the Department or its contracted designees shall be reported to the County Emergency Services Administrator within ten (10) business days. (f) The City and its contracted designees will maintain Mutual Aid agreements with multiple agencies to provide for appropriate responses during times of high call volume or multiple casualty incidents. (g) The City agrees to coordinate and respond with all Guadalupe County First Responders including Medical Direction, coordination of responses, re- supply of medical supplies used on emergency medical responses, responder credentialing, and a minimum of twenty (20) hours of continuing medical education annually. The City shall report any deficiencies in First Responder credentialing to the County Emergency Services Administrator as soon as possible. (h) The City agrees to provide for dedicated event ambulance standby and emergency personnel for standby upon request of the County Emergency Services Administrator, County Sherriff's Department, Fire Chief's or Incident Commander, at no additional charge to the County, when there is reason to believe a life threatening public emergency presently exists or is imminent in the County, which includes stand -by at fire, rescue and hazardous materials response incidents. (i) The City agrees to provide, a minimum of, two (2) SWAT medics to the Guadalupe County SWAT team at no additional costs to the County. (j) The City and Department shall observe and comply with all applicable federal, state, county and City laws, rules, ordinances, and regulations which in any manner affect the provision of the services described in this Agreement and shall perform such services in a professional manner in accordance with standard emergency medical services practice. (k) The City agrees to maintain insurance through the Texas Municipal League as outlined in its response to the County's Request for Proposal. Any changes in coverage by either the City or the Texas Municipal League will be reported in writing to the County Emergency Services Administrator within ten (10) days of such change becoming effective. (1) The City agrees to provide the County with the Department's run statistics for responses in the Service Area. These reports shall provide the county with the number of calls, location of calls, transports, response times, and type of call (medical /trauma) in the Service Area. These reports shall be sent to the County Emergency Services Administrator each month before the 10th day of the following month. Due to patient privacy considerations, reports containing specific protected health information as defined by the Health Insurance Portability and Accountability Act of 1996 and other applicable laws shall not be made available to the County without the appropriate written consent of the patient or the patient's authorized representative or without a specific court order. (m)The City shall provide the County with a current list of all its contracted designees that may provide Emergency Medical Services under this Agreement. Section 2. Responsibilities of the Couniv. (a) The County agrees to have the County Emergency Services Administrator determine which agencies are Guadalupe County First Responders and report any changes to the City within ten (10) calendar days. (b) The County agrees to conduct all Emergency Medical Services related business and customer complaints within unincorporated areas of Guadalupe County with the City only. The County agrees not to discuss any Emergency Medical Services related issues with any of the City's contracted designees without a representative of the City present. The City agrees to provide feedback regarding Emergency Medical Services issues and customer complaints within forty-eight (48) hours after receiving them from the County. (c) The County agrees to appoint an Emergency Medical Services Contract Administrator and to arrange for quarterly meetings to discuss any issues relating to this Agreement or any other provision of emergency medical services within unincorporated Guadalupe County. Section 3. Term and Renewal. This Agreement shall be for a term commencing with the effective date of October 1, 2020, through and including September 30, 2023 (the "Term "). This Agreement may be extended as set forth in Section 4 and shall be renewed for additional two (2) year terms (each, a "Renewal Term ") in writing no later than one hundred eighty (180) days prior to the end of the Term unless either party to this Agreement notifies the other parry in writing that it wishes to terminate this Agreement. Such notice shall be provided by registered or certified mail not less than one hundred eighty (180) days prior to the end of the Initial Term or any Renewal Term. Section 4. Consideration. (a) In consideration of the City's provision of the Emergency Medical Services during the Initial Term, the County agrees to pay the City $927,934.89 annually, payable in twelve (12) equal monthly installments within thirty (30) days after satisfactory acceptance by the County of all completed services. (b) Amounts payable under this Agreement for any extension beyond the Term of this Agreement shall be increased based on the percentage increase for the previous twelve (12) month period in the "Medical Care" component of the Consumer Price Index (CPI), not to exceed ten (10 %) percent of the annual fee for the previous year. The City agrees not to request an increase for the initial three (3) year term of the contract. After the initial three (3) year term, a price re- determination may be considered at the anniversary date of the contract. All requests for price redetermination shall be in written form, shall be submitted no later than six (6) months prior to the end of each term and shall include supporting documentation. (c) For any extension beyond the Term of this Agreement, the City agrees to decrease its annual fee by an agreed upon amount corresponding with the amount of land in Guadalupe County annexed by cities within Guadalupe County during the previous fiscal year. (d) The County agrees that, in addition to the fee payable by the County to the City pursuant to Section 4(a), the City and its contracted designees will make every attempt to bill and collect from the patient's insurance company. The City nor its contracted designees have contracts with insurance companies; therefore we will not waive the unpaid portion of the bill for any services rendered to them by the Department. Section 5. Failure to Perform. The City agrees to maintain response time reliability as outlined in Section 1(b). In the event that the City fails to maintain such reliability, a $2,500 fee will be assessed per month not meeting the minimum requirements. Section 6. Termination of this Agreement. (a) This Agreement shall remain in effect until Agreement expires, completion and acceptance of services or default. The County reserves the right to terminate the contract with a 90 day notice in the event the City fails to (i) meet delivery or completion schedules, or otherwise perform in accordance with the accepted proposal or (ii) breach of contract or default authorizes the County to award to another Proposer, purchase elsewhere and charge the full increase cost to the defaulting City. (b) If the City or County determines it no longer wants to maintain this Agreement at the end of the Term or at the end of any Renewal Term, it shall notify the other party in writing not less than one hundred eighty (180) days prior to the end date of the current Term, subject to Sections 5 and 6(c), the City agrees to continue to provide service to the end of the current Term and the County agrees to continue payments for all services rendered. (c) Either parry may terminate this Agreement without cause by giving not less than one hundred eighty (180) days' notice in writing to the other party. When such notice is provided, the City agrees to continue to provide service until the end of the Contract Year during which the one hundred eighty (180) day notice period ends. The County agrees to pay the full consideration due to the City through the end of the Contract Year during which the one hundred eighty (180) day notice period ends. Section 7. Authorization. This Agreement has been duly authorized by the governing bodies of the City and the County. Section 8. Severabilitv. If any portion of this Agreement shall be declared illegal or held unenforceable for any reason, the remaining portions hereof shall continue in full force and effect. Section 9. Amendments. This Agreement represents the complete understanding of the City and the County with respect to the matters described herein, and this Agreement may not be amended or altered without the written consent of both the County and the City. Section 10. Governin;�= Law. This Agreement shall be governed by the laws of the State of Texas. Section 11. Governmental Functions, Liability, No Waiver of Immunity or Defenses. Notwithstanding any provision to the contrary herein, this Agreement is a contract for and with respect to the performance of governmental functions by governmental entities. (a) The services provided for herein are governmental functions, and the Parties shall be engaged in the conduct of a governmental function while providing and/or performing any service pursuant to this Agreement. (b) The relationship of the Parties shall, with respect to that part of any service or function undertaken as a result of or pursuant to this Agreement, be that of independent contractors. (c) Nothing contained herein shall be deemed or construed by the Parties, or by any third party, as creating the relationship of principal and agent, partners, joint venturers, or any other similar such relationship between the Parties. (d) Each Party shall have no liability whatsoever for the actions of, or failure to act by, any employees, agents, representatives, or assigns of the other Party in connection with the Agreement. Each Party covenants and agrees, to the extent permitted by law, that it shall be solely responsible, as between the Parties, for and with respect to any claim or cause of action arising out of or with respect to any act, omission, or failure to act by its respective employees, agents, representatives, or assigns, in connection therewith. (e) Each Party reserves and does not waive any defense available to it at law or in equity as to any claim or cause of action whatsoever that may arise or result from or in connection with this Agreement. This Agreement shall not be interpreted nor construed to give to any third party the right to any claim or cause of action, and neither Party shall be held legally liable for any claim or cause of action arising pursuant to or in connection with this Agreement except as specifically provided herein or by law. (f) Neither Party waives or relinquishes any immunity or defense on behalf of itself, its commissioners, councilmembers, officers, employees, and agents as a result of the execution of this Agreement and the performance of the covenants and agreements contained herein. [The remainder of this page intentionally left blank.] IN WITNESS WHEREOF, the undersigned have entered into this Emergency Medical Services Interlocal Agreement, effective as of the date first above written. CITY OF SCHERTZ, TEXAS By City Manager GUADALUPE COUNTY, TEXAS By _ _ Guadalupe County Judge By Guadalupe County Commissioner Precinct 1 By Guadalupe County Commissioner Precinct 2 By Guadalupe County Commissioner Precinct 3 By Guadalupe County Commissioner Precinct 4 INTERLOCAL AGREEMENT FOR ALLOCATION OF EMERGENCY MEDICAL SERVICES AND FOR MUTUAL AID STATE OF TEXAS COUNTY OF GUADALUPE This Interlocal Agreement for Allocation of Emergency Medical Services and for Mutual Aid (this "Agreement "), is between the City of Schertz, Texas ( "Schertz "), and the City of Seguin, Texas ( "Seguin "), and shall be effective as of October 1, 2020, for the term stated below. Schertz and Seguin shall hereafter collectively be referred to as "the Cities" or "the Parties." WHEREAS, Schertz desires to provide emergency medical services to the unincorporated areas of Guadalupe County (the "County ") and is entering into an lnterlocal Agreement for Emergency Medical Services with the County to provide said services (the "County EMS Agreement ") which is to be effective on the same effective date of this Agreement; and WHEREAS, for purposes of facilitating the County EMS Agreement, Schertz desires to allocate between Schertz and Seguin coverage area, fees, personnel, equipment and other obligations of the County EMS Agreement in exchange for mutual covenants and other consideration hereinafter provided; NOW, THEREFORE, the cities, acting by and through their duly authorized officers, hereby covenant and agree as follows: Section 1. Responsibilities of Seguin. (a) During the term of this Agreement, Seguin agrees to furnish emergency medical services ( "EMS ") to the unincorporated areas of the County as described on the map attached hereto as Exhibit "A" ( "Service Area "). (b) Seguin shall respond to all calls for emergency medical assistance and emergency medical transport and advanced life support service with mobile intensive care unit capability (MICU) within the Service Area. Seguin's MICU units will be staffed with a minimum of one paramedic (preferably with two paramedics) at all times. (c) Seguin agrees that during the term of the Agreement, they shall use any available EMS resource to respond to all requests for service on a next - available - ambulance basis regardless of call location within the Seguin coverage area. (d) Seguin agrees to use every effort possible to maintain an average monthly response time of thirteen (13) minutes on responses not to include cancellations, transfers, standbys or un -safe scenes in which law enforcement must make the scene safe prior to entry. Response time shall be defined as the period of time starting when a Seguin ambulance is notified of an emergency response and ending when an ambulance arrives on location of the emergency. (e) Schertz and the County shall arrange for all requests for assistance within the Service Area to be sent directly to Seguin by 911 - telephone transfer or by the County alerting Seguin via agreed radio frequency. Such dispatch services shall be redundant and use mechanisms as provided by the Bexar Metro 911 District. (f) Seguin agrees to transport patients to their facilities of choice if their medical condition allows based on their policies and protocols. If the patient condition prevents this, the patient should be transported to the closest most appropriate facility. (g) Seguin agrees to maintain a Medical Director as required by the Texas Department of State Health Services (DSHS). Any change in Medical Director shall be reported in writing to Schertz within ten (10) business days. (h) Seguin will maintain Mutual Aid agreements with multiple agencies, including Schertz, to provide for appropriate responses during times of high call volume or multiple casualty incidents. (i) Seguin agrees to coordinate and respond with all Guadalupe County First Responders including Medical Direction, coordination of responses, and re- supplying of medical supplies used on emergency medical responses. (j) Seguin shall observe and comply with all applicable federal, state, county and local laws, rules, ordinances, and regulations which in any manner affect the provision of the services described in this Agreement and shall perform such services in a professional manner in accordance with standard emergency medical services practice. (k) Seguin agrees to maintain insurance on its equipment, vehicles, and personnel in the amounts required by the Texas Department of State Health Services for EMS Provider Licensing. Any changes in coverage will be reported in writing to Schertz within ten (10) days of such change becoming effective. (1) Seguin agrees to provide Schertz with Seguin's run statistics for responses in the Service Area. These reports shall provide Schertz with the number of calls, location of calls, transports, response times, and type of call (medical/trauma) in the Service Area. These reports shall be sent to Schertz each month before the 5th day of the following month. Due to patient privacy considerations, reports containing specific protected health information as defined by the Health Insurance Portability and Accountability Act of 1996 and other applicable laws shall not be made available to Schertz without the appropriate written consent of the patient or the patient's authorized representative or without a specific court order. (m) Seguin agrees to indemnify Schertz to the extent allowed by law for all actions of Seguin in connection with carrying out the responsibilities of Seguin under this Agreement. (n) It is expressly understood that in the performance of the obligations under this Agreement, each party is an independent contractor with the right to supervise, manage, control, and direct the provision of EMS calls to which it is responding. Section 2. Responsibilities of Schertz. (a) Schertz agrees to conduct, at a minimum, biannual meetings with all sub- contractors to discuss service level, customer service issues, and other issues as brought forward by the County Emergency Services Administrator. Any customer service issues brought to Schertz regarding service provided by Seguin will be forwarded as soon as possible to Seguin for investigation and resolution. (b) Schertz agrees to coordinate with the Guadalupe County Emergency Management Office on the designation of recognized County first responders and to report any changes in this designation to Seguin immediately. (c) Schertz agrees to involve Seguin as necessary on all EMS - related issues that occur in the Service Area covered by Seguin. This would include issues such as ambulance standbys, injury prevention activities, and community education events. (d) Schertz agrees to indemnify Seguin to the extent allowed by law for all actions of Schertz in connection with carrying out the responsibilities of Schertz under this Agreement. Section 3. Term and Renewal. This Agreement shall be for a term commencing with the effective date of October 1, 2020. This Agreement shall remain in full force and effect for the full term of the County EMS Agreement ( "Term ") which is three (3) years, including any extensions thereof ( "Renewal Term ") provided that either Seguin or Schertz may terminate this Agreement as set forth in Section 6 of this Agreement. Section 4. Consideration. (a) In consideration of Seguin's provision of the Emergency Medical Services during the Initial Term, Schertz agrees to pay Seguin $441,787.97 annually, payable in twelve (12) equal monthly installments within fifteen (15) days of each month for each year of the Initial Term. (b) Schertz is in a fixed price contract with the County, and as such, during the Initial Term of this contract, there will be no provisions for the increase of fees from the County. If Schertz negotiates any extension of its agreement with the County and there is any increase or decrease of fees, Schertz shall negotiate with all sub - contractors to provide additional consideration as outlined by Schertz's agreement with the County. (c) Schertz retains the right to negotiate with one or more sub - contractors for the provision of EMS to the County on an annual basis with respect to territory coverage, call volume and other considerations so that Schertz may facilitate the highest levels of EMS service being provided at all times throughout all areas of the County. (d) Schertz agrees not to withhold monthly installments for any reason other than monthly reports not being received from Seguin in a timely manner. Alleged failure to perform shall be addressed in accordance with this Agreement but shall not be reason to withhold payments. (e) Schertz agrees that, in addition to the fee payable by Schertz to Seguin pursuant to Section 4(a), Seguin and its contracted designees will make every attempt to bill and collect from the patient's insurance company. In no event shall Schertz or the County be responsible for payment of such patient charges. Section 5. Failure to Perform. (a) Seguin agrees to maintain response time reliability as outlined in Section 1(d). In the event that Seguin fails to maintain response time reliability as outlined in Section 1(d), Seguin will report this fact to Schertz and a meeting will be called to discuss the circumstances that led to this failure to perform. (b) Schertz may, at its discretion, place Seguin on a ninety (90) day remediation period. During this time, Seguin will provide reports as to the steps it is taking to correct the poor performance and the current response time reliability. (c) Seguin agrees to make every effort possible to fulfill their responsibilities in assisting Schertz in maintaining compliance with the County's expectations as outlined by this Agreement. If Seguin's performance or lack thereof could harm the overall viability of Schertz's agreement with the County, Schertz may, after a 90 -day notice, terminate this agreement with Seguin. All monies owed for the service provided until the actual date of termination will be paid to Seguin. Section 6. Termination of this Agreement. (a) This Agreement shall remain in effect until Agreement expires, completion and acceptance of services or default. Schertz reserves the right to terminate the contract with a 90 day written notice. Either party may terminate this Agreement without cause by giving not less than one hundred twenty (120) days' notice in writing to the other party. When such notice is provided, Seguin agrees to continue to provide service until the one hundred twenty (120) day notice period ends. Schertz agrees to pay the full consideration due to Seguin through the one hundred twenty (120) day notice period. Section 7. Mutual Aid. (a) Seguin and Schertz expressly acknowledge and agree that, in certain instances, the other party may not be able to respond to an EMS call within its allocated service area. In such instances, the parties agree to provide each other with mutual aid and to dispatch equipment and/or personnel in accordance with and subject to the terms and conditions hereinafter set forth. (b) The Parties agree to provide EMS to each other upon a request for assistance from the EMS Director, Fire Chief, Battalion Chief, City Manager, Assistant City Manager or other authorized individual as designated in writing by the respective City. (c) Although each party will endeavor to respond to all requests for assistance, nothing herein shall be construed as imposing any absolute duty or obligation upon any party to respond to any particular request for services. The provision of EMS to each party's own area of responsibility shall always remain the primary function of that party's department. (d) The responding party shall report with its equipment and/or personnel to the location requested by the dispatcher and shall remain there to render the assistance required. Should the responding party be dispatched to a location at which the requesting party has already arrived, the responding party agrees to work under the authority of the requesting party upon arrival at the scene. (e) In the event one party cannot or is unable to respond to a request for assistance, that party shall immediately notify the party requesting such assistance. (f) All claims for workers compensation or other benefits arising out of the performance of this Agreement shall be the sole responsibility of the party which is the general employer or supervisor of the person filing such claim. (g) At no time shall the employees of a responding party be considered borrowed servants or on loan to the requesting party. Section S. Authorization. This Agreement has been duly authorized by the governing bodies of Seguin and Schertz. Section 9. Severability. If any portion of this Agreement shall be declared illegal or held unenforceable for any reason, the remaining portions hereof shall continue in full force and effect. Section 10. Amendments. This Agreement represents the complete understanding of Seguin and Schertz with respect to the matters described herein, and this Agreement may not be amended or altered without the written consent of both parties. Section 11. Governing Law. This Agreement shall be governed by the laws of the State of Texas. Section 12. Governmental Functions, Liability; No Waiver of Immunity or Defenses. Notwithstanding any provision to the contrary herein, this Agreement is a contract for and with respect to the performance of governmental functions by governmental entities. (a) The services provided for herein are governmental functions, and the Parties shall be engaged in the conduct of a governmental function while providing and/or performing any service pursuant to this Agreement. (b) The relationship of the Parties shall, with respect to that part of any service or function undertaken as a result of or pursuant to this Agreement, be that of independent contractors. (c) Nothing contained herein shall be deemed or construed by the Parties, or by any third party, as creating the relationship of principal and agent, partners, joint ventures, or any other similar such relationship between the Parties. (d) Each Party shall have no liability whatsoever for the actions of, or failure to act by, any employees, agents, representatives, or assigns of the other Party in connection with the Agreement. Each Parry covenants and agrees, to the extent permitted by law, that it shall be solely responsible, as between the Parties, for and with respect to any claim or cause of action arising out of or with respect to any act, omission, or failure to act by its respective employees, agents, representatives, or assigns, in connection therewith. (e) Each Party reserves and does not waive any defense available to it at law or in equity as to any claim or cause of action whatsoever that may arise or result from or in connection with this Agreement. This Agreement shall not be interpreted nor construed to give to any third party the right to any claim or cause of action, and neither Parry shall be held legally liable for any claim or cause of action arising pursuant to or in connection with this Agreement except as specifically provided herein or by law. (f) Neither Party waives or relinquishes any immunity or defense on behalf of itself, its commissioners, councilmembers, officers, employees, and agents as a result of the execution of this Agreement and the performance of the covenants and agreements contained herein. [The remainder of this page intentionally left blank.] IN WITNESS WHEREOF, the undersigned have entered into this Emergency Medical Services Interlocal Agreement, effective as of the date first above written. CITY OF SCHERTZ, TEXAS By City Manager CITY OF SEGUIN, TEXAS By City Manager INTERLOCAL AGREEMENT FOR ALLOCATION OF EMERGENCY MEDICAL SERVICES AND FOR MUTUAL AID STATE OF TEXAS COUNTY OF GUADALUPE This Interlocal Agreement for Allocation of Emergency Medical Services and for Mutual Aid (this "Agreement "), is between the City of Schertz, Texas ( "Schertz "), and the City of Luling, Texas ( "Luling "), and shall be effective as of October 1, 2020, for the term stated below. Schertz and Luling shall hereafter collectively be referred to as "the Cities" or "the Parties." WHEREAS, Schertz desires to provide emergency medical services to the unincorporated areas of Guadalupe County (the "County ") and is entering into an lnterlocal Agreement for Emergency Medical Services with the County to provide said services (the "County EMS Agreement ") which is to be effective on the same effective date of this Agreement; and WHEREAS, for purposes of facilitating the County EMS Agreement, Schertz desires to allocate between Schertz and Luling coverage area, fees, personnel, equipment and other obligations of the County EMS Agreement in exchange for mutual covenants and other consideration hereinafter provided; NOW, THEREFORE, the cities, acting by and through their duly authorized officers, hereby covenant and agree as follows: Section 1. Responsibilities of Luling. (a) During the term of this Agreement, Luling agrees to furnish emergency medical services ( "EMS ") to the unincorporated areas of the County as described on the map attached hereto as Exhibit "A" ( "Service Area "). (b) Luling shall respond to all calls for emergency medical assistance and emergency medical transport and advanced life support service with mobile intensive care unit capability (MICU) within the Service Area. Luling's MICU units will be staffed with a minimum of one paramedic (preferably with two paramedics) at all times. (c) Luling agrees that during the term of the Agreement, they shall use any available EMS resource to respond to all requests for service on a next - available - ambulance basis regardless of call location within the Luling coverage area. (d) Luling agrees to use every effort possible to maintain an average monthly response time of thirteen (13) minutes on responses not to include cancellations, transfers, standbys or un- safe scenes in which law enforcement must make the scene safe prior to entry. Response time shall be defined as the period of time starting when a Luling ambulance is notified of an emergency response and ending when an ambulance arrives on location of the emergency. (e) Schertz and the County shall arrange for all requests for assistance within the Service Area to be sent directly to Luling by 911- telephone transfer or by the County alerting Luling via agreed radio frequency. Such dispatch services shall be redundant and use mechanisms as provided by the Bexar Metro 911 District. (f) Luling agrees to transport patients to their facilities of choice if their medical condition allows based on their policies and protocols. If the patient condition prevents this, the patient should be transported to the closest most appropriate facility. (g) Luling agrees to maintain a Medical Director as required by the Texas Department of State Health Services (DSHS). Any change in Medical Director shall be reported in writing to Schertz within ten (10) business days. (h) Luling will maintain Mutual Aid agreements with multiple agencies, including Schertz, to provide for appropriate responses during times of high call volume or multiple casualty incidents. (i) Luling agrees to coordinate and respond with all Guadalupe County First Responders including Medical Direction, coordination of responses, and re- supplying of medical supplies used on emergency medical responses. (j) Luling shall observe and comply with all applicable federal, state, county and local laws, rules, ordinances, and regulations which in any manner affect the provision of the services described in this Agreement and shall perform such services in a professional manner in accordance with standard emergency medical services practice. (k) Luling agrees to maintain insurance on its equipment, vehicles, and personnel in the amounts required by the Texas Department of State Health Services for EMS Provider Licensing. Any changes in coverage will be reported in writing to Schertz within ten (10) days of such change becoming effective. (1) Luling agrees to provide Schertz with Luling's run statistics for responses in the Service Area. These reports shall provide Schertz with the number of calls, location of calls, transports, response times, and type of call (medical/trauma) in the Service Area. These reports shall be sent to Schertz each month before the 5th day of the following month. Due to patient privacy considerations, reports containing specific protected health information as defined by the Health Insurance Portability and Accountability Act of 1996 and other applicable laws shall not be made available to Schertz without the appropriate written consent of the patient or the patient's authorized representative or without a specific court order. (m) Luling agrees to indemnify Schertz to the extent allowed by law for all actions of Luling in connection with carrying out the responsibilities of Luling under this Agreement. (n) It is expressly understood that in the performance of the obligations under this Agreement, each party is an independent contractor with the right to supervise, manage, control, and direct the provision of EMS calls to which it is responding. Section 2. Responsibilities of Schertz. (a) Schertz agrees to conduct, at a minimum, biannual meetings with all sub- contractors to discuss service level, customer service issues, and other issues as brought forward by the County Emergency Services Administrator. Any customer service issues brought to Schertz regarding service provided by Luling will be forwarded as soon as possible to Luling for investigation and resolution. (b) Schertz agrees to coordinate with the Guadalupe County Emergency Management Office on the designation of recognized County first responders and to report any changes in this designation to Luling immediately. (c) Schertz agrees to involve Luling as necessary on all EMS - related issues that occur in the Service Area covered by Luling. This would include issues such as ambulance standbys, injury prevention activities, and community education events. (d) Schertz agrees to indemnify Luling to the extent allowed by law for all actions of Schertz in connection with carrying out the responsibilities of Schertz under this Agreement. Section 3. Term and Renewal. This Agreement shall be for a term commencing with the effective date of October 1, 2020. This Agreement shall remain in full force and effect for the full term of the County EMS Agreement ( "Term ") which is three (3) years, including any extensions thereof ( "Renewal Term ") provided that either Luling or Schertz may terminate this Agreement as set forth in Section 6 of this Agreement. Section 4. Consideration. (a) In consideration of Luling's provision of the Emergency Medical Services during the Initial Term, Schertz agrees to pay Luling $39,605.52 annually, payable in twelve (12) equal monthly installments within fifteen (15) days of each month for each year of the Initial Term. (b) Schertz is in a fixed price contract with the County, and as such, during the Initial Term of this contract, there will be no provisions for the increase of fees from the County. If Schertz negotiates any extension of its agreement with the County and there is any increase or decrease of fees, Schertz shall negotiate with all sub - contractors to provide additional consideration as outlined by Schertz's agreement with the County. (c) Schertz retains the right to negotiate with one or more sub - contractors for the provision of EMS to the County on an annual basis with respect to territory coverage, call volume and other considerations so that Schertz may facilitate the highest levels of EMS service being provided at all times throughout all areas of the County. (d) Schertz agrees not to withhold monthly installments for any reason other than monthly reports not being received from Luling in a timely manner. Alleged failure to perform shall be addressed in accordance with this Agreement but shall not be reason to withhold payments. (e) Schertz agrees that, in addition to the fee payable by Schertz to Luling pursuant to Section 4(a), Luling and its contracted designees will make every attempt to bill and collect from the patient's insurance company. In no event shall Schertz or the County be responsible for payment of such patient charges. Section 5. Failure to Perform. (a) Luling agrees to maintain response time reliability as outlined in Section 1(d). In the event that Luling fails to maintain response time reliability as outlined in Section 1(d), Luling will report this fact to Schertz and a meeting will be called to discuss the circumstances that led to this failure to perform. (b) Schertz may, at its discretion, place Luling on a ninety (90) day remediation period. During this time, Luling will provide reports as to the steps it is taking to correct the poor performance and the current response time reliability. (c) Luling agrees to make every effort possible to fulfill their responsibilities in assisting Schertz in maintaining compliance with the County's expectations as outlined by this Agreement. If Luling's performance or lack thereof could harm the overall viability of Schertz's agreement with the County, Schertz may, after a 90 -day notice, terminate this agreement with Luling. All monies owed for the service provided until the actual date of termination will be paid to Luling. Section 6. Termination of this Agreement. (a) This Agreement shall remain in effect until Agreement expires, completion and acceptance of services or default. Schertz reserves the right to terminate the contract with a 90 day written notice. Either party may terminate this Agreement without cause by giving not less than one hundred twenty (120) days' notice in writing to the other party. When such notice is provided, Luling agrees to continue to provide service until the one hundred twenty (120) day notice period ends. Schertz agrees to pay the full consideration due to Luling through the one hundred twenty (120) day notice period. Section 7. Mutual Aid. (a) Luling and Schertz expressly acknowledge and agree that, in certain instances, the other parry may not be able to respond to an EMS call within its allocated service area. In such instances, the parties agree to provide each other with mutual aid and to dispatch equipment and/or personnel in accordance with and subject to the terms and conditions hereinafter set forth. (b) The Parties agree to provide EMS to each other upon a request for assistance from the EMS Director, Fire Chief, Battalion Chief, City Manager, Assistant City Manager or other authorized individual as designated in writing by the respective City. (c) Although each parry will endeavor to respond to all requests for assistance, nothing herein shall be construed as imposing any absolute duty or obligation upon any party to respond to any particular request for services. The provision of EMS to each party's own area of responsibility shall always remain the primary function of that party's department. (d) The responding party shall report with its equipment and/or personnel to the location requested by the dispatcher and shall remain there to render the assistance required. Should the responding party be dispatched to a location at which the requesting party has already arrived, the responding party agrees to work under the authority of the requesting party upon arrival at the scene. (e) In the event one party cannot or is unable to respond to a request for assistance, that party shall immediately notify the party requesting such assistance. (f) All claims for workers compensation or other benefits arising out of the performance of this Agreement shall be the sole responsibility of the party which is the general employer or supervisor of the person filing such claim. (g) At no time shall the employees of a responding party be considered borrowed servants or on loan to the requesting party. Section 8. Authorization. This Agreement has been duly authorized by the governing bodies of Luling and Schertz. Section 9. Severability. If any portion of this Agreement shall be declared illegal or held unenforceable for any reason, the remaining portions hereof shall continue in full force and effect. Section 10. Amendments. This Agreement represents the complete understanding of Luling and Schertz with respect to the matters described herein, and this Agreement may not be amended or altered without the written consent of both parties. Section 11. Governing, Law. This Agreement shall be governed by the laws of the State of Texas. Section 12. Governmental Functions, Liabilitv; No Waiver of Immunin" or Defenses. Notwithstanding any provision to the contrary herein, this Agreement is a contract for and with respect to the performance of governmental functions by governmental entities. (a) The services provided for herein are governmental functions, and the Parties shall be engaged in the conduct of a governmental function while providing and/or performing any service pursuant to this Agreement. (b) The relationship of the Parties shall, with respect to that part of any service or function undertaken as a result of or pursuant to this Agreement, be that of independent contractors. (c) Nothing contained herein shall be deemed or construed by the Parties, or by any third party, as creating the relationship of principal and agent, partners, joint ventures, or any other similar such relationship between the Parties. (d) Each Party shall have no liability whatsoever for the actions of, or failure to act by, any employees, agents, representatives, or assigns of the other Party in connection with the Agreement. Each Party covenants and agrees, to the extent permitted by law, that it shall be solely responsible, as between the Parties, for and with respect to any claim or cause of action arising out of or with respect to any act, omission, or failure to act by its respective employees, agents, representatives, or assigns, in connection therewith. (e) Each Party reserves and does not waive any defense available to it at law or in equity as to any claim or cause of action whatsoever that may arise or result from or in connection with this Agreement. This Agreement shall not be interpreted nor construed to give to any third party the right to any claim or cause of action, and neither Party shall be held legally liable for any claim or cause of action arising pursuant to or in connection with this Agreement except as specifically provided herein or by law. (f) Neither Party waives or relinquishes any immunity or defense on behalf of itself, its commissioners, councilmembers, officers, employees, and agents as a result of the execution of this Agreement and the performance of the covenants and agreements contained herein. [The remainder of this page intentionally left blank.] IN WITNESS WHEREOF, the undersigned have entered into this Emergency Medical Services Interlocal Agreement, effective as of the date first above written. CITY OF SCHERTZ, TEXAS By City Manager CITY OF LULING, TEXAS By City Manager INTERLOCAL AGREEMENT FOR ALLOCATION OF EMERGENCY MEDICAL SERVICES AND FOR MUTUAL AID STATE OF TEXAS COUNTY OF GUADALUPE This Interlocal Agreement for Allocation of Emergency Medical Services and for Mutual Aid (this "Agreement "), is between the City of Schertz, Texas ( "Schertz "), and San Marcos/Hays County EMS ( "SM /HC EMS "), and shall be effective as of October 1, 2020, for the term stated below. Schertz and SM/HC EMS shall hereafter collectively be referred to as "the Cities" or "the Parties." WHEREAS, Schertz desires to provide emergency medical services to the unincorporated areas of Guadalupe County (the "County ") and is entering into an lnterlocal Agreement for Emergency Medical Services with the County to provide said services (the "County EMS Agreement ") which is to be effective on the same effective date of this Agreement; and WHEREAS, for purposes of facilitating the County EMS Agreement, Schertz desires to allocate between Schertz and SM /HC EMS coverage area, fees, personnel, equipment and other obligations of the County EMS Agreement in exchange for mutual covenants and other consideration hereinafter provided; NOW, THEREFORE, the Cities /Parties, acting by and through their duly authorized officers, hereby covenant and agree as follows: Section 1. Responsibilities of SM/HC EMS. (a) During the term of this Agreement, SM/HC EMS agrees to furnish emergency medical services ( "EMS ") to the unincorporated areas of the County as described on the map attached hereto as Exhibit "A" ( "Service Area "). (b) SM/HC EMS shall respond to all calls for emergency medical assistance and emergency medical transport and advanced life support service with mobile intensive care unit capability (MICU) within the Service Area. SM/HC EMS's MICU units will be staffed with a minimum of one paramedic (preferably with two paramedics) at all times. (c) SM/HC EMS agrees that during the term of the Agreement, they shall use any available EMS resource to respond to all requests for service on a next - available - ambulance basis regardless of call location within the SM/HC EMS coverage area. (d) SM/HC EMS agrees to use every effort possible to maintain an average monthly response time of thirteen (13) minutes on responses not to include cancellations, transfers, standbys or un -safe scenes in which law enforcement must make the scene safe prior to entry. Response time shall be defined as the period of time starting when a SM/HC EMS ambulance is notified of an emergency response and ending when an ambulance arrives on location of the emergency. (e) Schertz and the County shall arrange for all requests for assistance within the Service Area to be sent directly to SM /HC EMS by 911 - telephone transfer or by the County alerting SM/HC EMS via agreed radio frequency. Such dispatch services shall be redundant and use mechanisms as provided by the Bexar Metro 911 District. (f) SM/HC EMS agrees to transport patients to their facilities of choice if their medical condition allows based on their policies and protocols. If the patient condition prevents this, the patient should be transported to the closest most appropriate facility. (g) SM/HC EMS agrees to maintain a Medical Director as required by the Texas Department of State Health Services (DSHS). Any change in Medical Director shall be reported in writing to Schertz within ten (10) business days. (h) SM/HC EMS will maintain Mutual Aid agreements with multiple agencies, including Schertz, to provide for appropriate responses during times of high call volume or multiple casualty incidents. (i) SM/HC EMS agrees to coordinate and respond with all Guadalupe County First Responders including Medical Direction, coordination of responses, and re- supplying of medical supplies used on emergency medical responses. (j) SM/HC EMS shall observe and comply with all applicable federal, state, county and local laws, rules, ordinances, and regulations which in any manner affect the provision of the services described in this Agreement and shall perform such services in a professional manner in accordance with standard emergency medical services practice. (k) SM/HC EMS agrees to maintain insurance on its equipment, vehicles, and personnel in the amounts required by the Texas Department of State Health Services for EMS Provider Licensing. Any changes in coverage will be reported in writing to Schertz within ten (10) days of such change becoming effective. (1) SM/HC EMS agrees to provide Schertz with SM/HC EMS's run statistics for responses in the Service Area. These reports shall provide Schertz with the number of calls, location of calls, transports, response times, and type of call (medical /trauma) in the Service Area. These reports shall be sent to Schertz each month before the 5th day of the following month. Due to patient privacy considerations, reports containing specific protected health information as defined by the Health Insurance Portability and Accountability Act of 1996 and other applicable laws shall not be made available to Schertz without the appropriate written consent of the patient or the patient's authorized representative or without a specific court order. (m) SM/HC EMS agrees to indemnify Schertz to the extent allowed by law for all actions of SM/HC EMS in connection with carrying out the responsibilities of SM /HC EMS under this Agreement. (n) It is expressly understood that in the performance of the obligations under this Agreement, each parry is an independent contractor with the right to supervise, manage, control, and direct the provision of EMS calls to which it is responding. Section 2. Responsibilities of Schertz. (a) Schertz agrees to conduct, at a minimum, biannual meetings with all sub- contractors to discuss service level, customer service issues, and other issues as brought forward by the County Emergency Services Administrator. Any customer service issues brought to Schertz regarding service provided by SM/HC EMS will be forwarded as soon as possible to SM/HC EMS for investigation and resolution. (b) Schertz agrees to coordinate with the Guadalupe County Emergency Management Office on the designation of recognized County first responders and to report any changes in this designation to SMMC EMS immediately. (c) Schertz agrees to involve SM/HC EMS as necessary on all EMS - related issues that occur in the Service Area covered by SM/HC EMS. This would include issues such as ambulance standbys, injury prevention activities, and community education events. (d) Schertz agrees to indemnify SM/HC EMS to the extent allowed by law for all actions of Schertz in connection with carrying out the responsibilities of Schertz under this Agreement. Section 3. Term and Renewal. This Agreement shall be for a term commencing with the effective date of October 1, 2020. This Agreement shall remain in full force and effect for the full term of the County EMS Agreement ( "Term ") which is three (3) years, including any extensions thereof ("Renewal Term ") provided that either SM /HC EMS or Schertz may terminate this Agreement as set forth in Section 6 of this Agreement. Section 4. Consideration. (a) In consideration of SM /HC EMS's provision of the Emergency Medical Services during the Initial Term, Schertz agrees to pay SM/HC EMS $92,936.38 annually, payable in twelve (12) equal monthly installments within fifteen (15) days of each month for each year of the Initial Term. (b) Schertz is in a fixed price contract with the County, and as such, during the Initial Term of this contract, there will be no provisions for the increase of fees from the County. If Schertz negotiates any extension of its agreement with the County and there is any increase or decrease of fees, Schertz shall negotiate with all sub - contractors to provide additional consideration as outlined by Schertz's agreement with the County. (c) Schertz retains the right to negotiate with one or more sub - contractors for the provision of EMS to the County on an annual basis with respect to territory coverage, call volume and other considerations so that Schertz may facilitate the highest levels of EMS service being provided at all times throughout all areas of the County. (d) Schertz agrees not to withhold monthly installments for any reason other than monthly reports not being received from SM/HC EMS in a timely manner. Alleged failure to perform shall be addressed in accordance with this Agreement but shall not be reason to withhold payments. (e) Schertz agrees that, in addition to the fee payable by Schertz to SM/HC EMS pursuant to Section 4(a), SM/HC EMS and its contracted designees will make every attempt to bill and collect from the patient's insurance company. In no event shall Schertz or the County be responsible for payment of such patient charges. Section 5. Failure to Perform. (a) SM/HC EMS agrees to maintain response time reliability as outlined in Section 1(d). In the event that SM/HC EMS fails to maintain response time reliability as outlined in Section 1(d), SM /HC EMS will report this fact to Schertz and a meeting will be called to discuss the circumstances that led to this failure to perform. (b) Schertz may, at its discretion, place SM/HC EMS on a ninety (90) day remediation period. During this time, SM/HC EMS will provide reports as to the steps it is taking to correct the poor performance and the current response time reliability. (c) SM/HC EMS agrees to make every effort possible to fulfill their responsibilities in assisting Schertz in maintaining compliance with the County's expectations as outlined by this Agreement. If SM/HC EMS's performance or lack thereof could harm the overall viability of Schertz's agreement with the County, Schertz may, after a 90 -day notice, terminate this agreement with SM/HC EMS. All monies owed for the service provided until the actual date of termination will be paid to SM/HC EMS. Section 6. Termination of this Agreement. (a) This Agreement shall remain in effect until Agreement expires, completion and acceptance of services or default. Schertz reserves the right to terminate the contract with a 90 day written notice. Either party may terminate this Agreement without cause by giving not less than one hundred twenty (120) days' notice in writing to the other party. When such notice is provided, SM/HC EMS agrees to continue to provide service until the one hundred twenty (120) day notice period ends. Schertz agrees to pay the full consideration due to SM/HC EMS through the one hundred twenty (120) day notice period. Section 7. Mutual Aid. (a) SM/HC EMS and Schertz expressly acknowledge and agree that, in certain instances, the other party may not be able to respond to an EMS call within its allocated service area. In such instances, the parties agree to provide each other with mutual aid and to dispatch equipment and/or personnel in accordance with and subject to the terms and conditions hereinafter set forth. (b) The Parties agree to provide EMS to each other upon a request for assistance from the EMS Director, Fire Chief, Battalion Chief, City Manager, Assistant City Manager or other authorized individual as designated in writing by the respective City. (c) Although each party will endeavor to respond to all requests for assistance, nothing herein shall be construed as imposing any absolute duty or obligation upon any parry to respond to any particular request for services. The provision of EMS to each party's own area of responsibility shall always remain the primary function of that party's department. (d) The responding party shall report with its equipment and/or personnel to the location requested by the dispatcher and shall remain there to render the assistance required. Should the responding party be dispatched to a location at which the requesting party has already arrived, the responding parry agrees to work under the authority of the requesting party upon arrival at the scene. (e) In the event one party cannot or is unable to respond to a request for assistance, that party shall immediately notify the party requesting such assistance. (f) All claims for workers compensation or other benefits arising out of the performance of this Agreement shall be the sole responsibility of the party which is the general employer or supervisor of the person filing such claim. (g) At no time shall the employees of a responding party be considered borrowed servants or on loan to the requesting party. Section 8. Authorization. This Agreement has been duly authorized by the governing bodies of SM/HC EMS and Schertz. Section 9. Severability. If any portion of this Agreement shall be declared illegal or held unenforceable for any reason, the remaining portions hereof shall continue in full force and effect. Section 10. Amendments. This Agreement represents the complete understanding of SM/HC EMS and Schertz with respect to the matters described herein, and this Agreement may not be amended or altered without the written consent of both parties. Section 11. Governing Law. This Agreement shall be governed by the laws of the State of Texas. Section 12. Governmental Functions: Liabilit v: No Waiver of Immunity or Defenses. Notwithstanding any provision to the contrary herein, this Agreement is a contract for and with respect to the performance of governmental functions by governmental entities. (a) The services provided for herein are governmental functions, and the Parties shall be engaged in the conduct of a governmental function while providing and/or performing any service pursuant to this Agreement. (b) The relationship of the Parties shall, with respect to that part of any service or function undertaken as a result of or pursuant to this Agreement, be that of independent contractors. (c) Nothing contained herein shall be deemed or construed by the Parties, or by any third party, as creating the relationship of principal and agent, partners, joint ventures, or any other similar such relationship between the Parties. (d) Each Party shall have no liability whatsoever for the actions of, or failure to act by, any employees, agents, representatives, or assigns of the other Party in connection with the Agreement. Each Party covenants and agrees, to the extent permitted by law, that it shall be solely responsible, as between the Parties, for and with respect to any claim or cause of action arising out of or with respect to any act, omission, or failure to act by its respective employees, agents, representatives, or assigns, in connection therewith. (e) Each Party reserves and does not waive any defense available to it at law or in equity as to any claim or cause of action whatsoever that may arise or result from or in connection with this Agreement. This Agreement shall not be interpreted nor construed to give to any third party the right to any claim or cause of action, and neither Party shall be held legally liable for any claim or cause of action arising pursuant to or in connection with this Agreement except as specifically provided herein or by law. (f) Neither Party waives or relinquishes any immunity or defense on behalf of itself, its commissioners, councilmembers, officers, employees, and agents as a result of the execution of this Agreement and the performance of the covenants and agreements contained herein. [The remainder of this page intentionally left blank.] IN WITNESS WHEREOF, the undersigned have entered into this Emergency Medical Services Interlocal Agreement, effective as of the date first above written. CITY OF SCHERTZ, TEXAS By City Manager CITY OF SM/HC EMS, TEXAS LOW INTERLOCAL AGREEMENT FOR ALLOCATION OF EMERGENCY MEDICAL SERVICES AND FOR MUTUAL AID STATE OF TEXAS COUNTY OF GUADALUPE This Interlocal Agreement for Allocation of Emergency Medical Services and for Mutual Aid (this "Agreement "), is between the City of Schertz, Texas ( "Schertz "), and Wilson County ESD #3 EMS ( "Wilson County ESD #3 "), and shall be effective as of October 1, 2020, for the term stated below. Schertz and Wilson County ESD #3 shall hereafter collectively be referred to as "the Cities" or "the Parties." WHEREAS, Schertz desires to provide emergency medical services to the unincorporated areas of Guadalupe County (the "County ") and is entering into an lnterlocal Agreement for Emergency Medical Services with the County to provide said services (the "County EMS Agreement ") which is to be effective on the same effective date of this Agreement; and WHEREAS, for purposes of facilitating the County EMS Agreement, Schertz desires to allocate between Schertz and WILSON COUNTY ESD #3 coverage area, fees, personnel, equipment and other obligations of the County EMS Agreement in exchange for mutual covenants and other consideration hereinafter provided; NOW, THEREFORE, the cities, acting by and through their duly authorized officers, hereby covenant and agree as follows: Section 1. Responsibilities of WILSON COUNTY ESD #3. (a) During the term of this Agreement, WILSON COUNTY ESD #3 agrees to furnish emergency medical services ( "EMS ") to the unincorporated areas of the County as described on the map attached hereto as Exhibit "A" ( "Service Area "). (b) WILSON COUNTY ESD #3 shall respond to all calls for emergency medical assistance and emergency medical transport and advanced life support service with mobile intensive care unit capability (MICU) within the Service Area. WILSON COUNTY ESD #3's MICU units will be staffed with a minimum of one paramedic (preferably with two paramedics) at all times. (c) WILSON COUNTY ESD #3 agrees that during the term of the Agreement, they shall use any available EMS resource to respond to all requests for service on a next- available- ambulance basis regardless of call location within the Wilson County ESD #3 coverage area. (d) WILSON COUNTY ESD #3 agrees to use every effort possible to maintain an average monthly response time of thirteen (13) minutes on responses not to include cancellations, transfers, standbys or un -safe scenes in which law enforcement must make the scene safe prior to entry. Response time shall be defined as the period of time starting when a WILSON COUNTY ESD #3 ambulance is notified of an emergency response and ending when an ambulance arrives on location of the emergency. (e) Schertz and the County shall arrange for all requests for assistance within the Service Area to be sent directly to WILSON COUNTY ESD #3 by 911 - telephone transfer or by the County alerting WILSON COUNTY ESD #3 via agreed radio frequency. Such dispatch services shall be redundant and use mechanisms as provided by the Bexar Metro 911 District. (f) WILSON COUNTY ESD #3 agrees to transport patients to their facilities of choice if their medical condition allows based on their policies and protocols. If the patient condition prevents this, the patient should be transported to the closest most appropriate facility. (g) WILSON COUNTY ESD #3 agrees to maintain a Medical Director as required by the Texas Department of State Health Services (DSHS). Any change in Medical Director shall be reported in writing to Schertz within ten (10) business days. (h) WILSON COUNTY ESD #3 will maintain Mutual Aid agreements with multiple agencies, including Schertz, to provide for appropriate responses during times of high call volume or multiple casualty incidents. (i) WILSON COUNTY ESD #3 agrees to coordinate and respond with all Guadalupe County First Responders including Medical Direction, coordination of responses, and re- supplying of medical supplies used on emergency medical responses. (j) WILSON COUNTY ESD #3 shall observe and comply with all applicable federal, state, county and local laws, rules, ordinances, and regulations which in any manner affect the provision of the services described in this Agreement and shall perform such services in a professional manner in accordance with standard emergency medical services practice. (k) WILSON COUNTY ESD #3 agrees to maintain insurance on its equipment, vehicles, and personnel in the amounts required by the Texas Department of State Health Services for EMS Provider Licensing. Any changes in coverage will be reported in writing to Schertz within ten (10) days of such change becoming effective. (1) WILSON COUNTY ESD #3 agrees to provide Schertz with WILSON COUNTY ESD #3's run statistics for responses in the Service Area. These reports shall provide Schertz with the number of calls, location of calls, transports, response times, and type of call (medical /trauma) in the Service Area. These reports shall be sent to Schertz each month before the 5th day of the following month. Due to patient privacy considerations, reports containing specific protected health information as defined by the Health Insurance Portability and Accountability Act of 1996 and other applicable laws shall not be made available to Schertz without the appropriate written consent of the patient or the patient's authorized representative or without a specific court order. (m) WILSON COUNTY ESD #3 agrees to indemnify Schertz to the extent allowed by law for all actions of WILSON COUNTY ESD #3 in connection with carrying out the responsibilities of WILSON COUNTY ESD #3 under this Agreement. (n) It is expressly understood that in the performance of the obligations under this Agreement, each party is an independent contractor with the right to supervise, manage, control, and direct the provision of EMS calls to which it is responding. Section 2. Responsibilities of Schertz. (a) Schertz agrees to conduct, at a minimum, biannual meetings with all sub- contractors to discuss service level, customer service issues, and other issues as brought forward by the County Emergency Services Administrator. Any customer service issues brought to Schertz regarding service provided by WILSON COUNTY ESD #3 will be forwarded as soon as possible to WILSON COUNTY ESD #3 for investigation and resolution. (b) Schertz agrees to coordinate with the Guadalupe County Emergency Management Office on the designation of recognized County first responders and to report any changes in this designation to WILSON COUNTY ESD #3 immediately. (c) Schertz agrees to involve WILSON COUNTY ESD #3 as necessary on all EMS - related issues that occur in the Service Area covered by WILSON COUNTY ESD #3. This would include issues such as ambulance standbys, injury prevention activities, and community education events. (d) Schertz agrees to indemnify WILSON COUNTY ESD #3 to the extent allowed by law for all actions of Schertz in connection with carrying out the responsibilities of Schertz under this Agreement. Section 3. Term and Renewal. This Agreement shall be for a term commencing with the effective date of October 1, 2020. This Agreement shall remain in full force and effect for the full term of the County EMS Agreement ( "Term ") which is three (3) years, including any extensions thereof ( "Renewal Term ") provided that either WILSON COUNTY ESD #3 or Schertz may terminate this Agreement as set forth in Section 6 of this Agreement. Section 4. Consideration. (a) In consideration of WILSON COUNTY ESD #3's provision of the Emergency Medical Services during the Initial Term, Schertz agrees to pay WILSON COUNTY ESD #3 $44,159.14 annually, payable in twelve (12) equal monthly installments within fifteen (15) days of each month for each year of the Initial Term. (b) Schertz is in a fixed price contract with the County, and as such, during the Initial Term of this contract, there will be no provisions for the increase of fees from the County. If Schertz negotiates any extension of its agreement with the County and there is any increase or decrease of fees, Schertz shall negotiate with all sub - contractors to provide additional consideration as outlined by Schertz's agreement with the County. (c) Schertz retains the right to negotiate with one or more sub - contractors for the provision of EMS to the County on an annual basis with respect to territory coverage, call volume and other considerations so that Schertz may facilitate the highest levels of EMS service being provided at all times throughout all areas of the County. (d) Schertz agrees not to withhold monthly installments for any reason other than monthly reports not being received from WILSON COUNTY ESD #3 in a timely manner. Alleged failure to perform shall be addressed in accordance with this Agreement but shall not be reason to withhold payments. (e) Schertz agrees that, in addition to the fee payable by Schertz to WILSON COUNTY ESD #3 pursuant to Section 4(a), WILSON COUNTY ESD #3 and its contracted designees will make every attempt to bill and collect from the patient's insurance company. In no event shall Schertz or the County be responsible for payment of such patient charges. Section 5. Failure to Perform. (a) WILSON COUNTY ESD #3 agrees to maintain response time reliability as outlined in Section 1(d). In the event that WILSON COUNTY ESD #3 fails to maintain response time reliability as outlined in Section 1(d), WILSON COUNTY ESD #3 will report this fact to Schertz and a meeting will be called to discuss the circumstances that led to this failure to perform. (b) Schertz may, at its discretion, place WILSON COUNTY ESD #3 on a ninety (90) day remediation period. During this time, WILSON COUNTY ESD #3 will provide reports as to the steps it is taking to correct the poor performance and the current response time reliability. (c) WILSON COUNTY ESD #3 agrees to make every effort possible to fulfill their responsibilities in assisting Schertz in maintaining compliance with the County's expectations as outlined by this Agreement. If WILSON COUNTY ESD #3 's performance or lack thereof could harm the overall viability of Schertz's agreement with the County, Schertz may, after a 90 -day notice, terminate this agreement with WILSON COUNTY ESD #3. All monies owed for the service provided until the actual date of termination will be paid to WILSON COUNTY ESD #3. Section 6. Termination of this Agreement. (a) This Agreement shall remain in effect until Agreement expires, completion and acceptance of services or default. Schertz reserves the right to terminate the contract with a 90 day written notice. Either party may terminate this Agreement without cause by giving not less than one hundred twenty (120) days' notice in writing to the other party. When such notice is provided, WILSON COLTNTY ESD #3 agrees to continue to provide service until the one hundred twenty (120) day notice period ends. Schertz agrees to pay the full consideration due to WILSON COUNTY ESD #3 through the one hundred twenty (120) day notice period. Section 7. Mutual Aid. (a) WILSON COUNTY ESD #3 and Schertz expressly acknowledge and agree that, in certain instances, the other party may not be able to respond to an EMS call within its allocated service area. In such instances, the parties agree to provide each other with mutual aid and to dispatch equipment and/or personnel in accordance with and subject to the terms and conditions hereinafter set forth. (b) The Parties agree to provide EMS to each other upon a request for assistance from the EMS Director, Fire Chief, Battalion Chief, City Manager, Assistant City Manager or other authorized individual as designated in writing by the respective City. (c) Although each party will endeavor to respond to all requests for assistance, nothing herein shall be construed as imposing any absolute duty or obligation upon any parry to respond to any particular request for services. The provision of EMS to each party's own area of responsibility shall always remain the primary function of that party's department. (d) The responding party shall report with its equipment and/or personnel to the location requested by the dispatcher and shall remain there to render the assistance required. Should the responding party be dispatched to a location at which the requesting party has already arrived, the responding party agrees to work under the authority of the requesting party upon arrival at the scene. (e) In the event one party cannot or is unable to respond to a request for assistance, that party shall immediately notify the party requesting such assistance. (f) All claims for workers compensation or other benefits arising out of the performance of this Agreement shall be the sole responsibility of the party which is the general employer or supervisor of the person filing such claim. (g) At no time shall the employees of a responding party be considered borrowed servants or on loan to the requesting party. Section S. Authorization. This Agreement has been duly authorized by the governing bodies of WILSON COUNTY ESD #3 and Schertz. Section 9. Severabilio). If any portion of this Agreement shall be declared illegal or held unenforceable for any reason, the remaining portions hereof shall continue in full force and effect. Section 10. Amendments. This Agreement represents the complete understanding of WILSON COUNTY ESD #3 and Schertz with respect to the matters described herein, and this Agreement may not be amended or altered without the written consent of both parties. Section 11. Governing Law. This Agreement shall be governed by the laws of the State of Texas. Section 12. Governmental Functions; Liabili , No Waiver of Immunity or Defenses. Notwithstanding any provision to the contrary herein, this Agreement is a contract for and with respect to the performance of governmental functions by governmental entities. (a) The services provided for herein are governmental functions, and the Parties shall be engaged in the conduct of a governmental function while providing and/or performing any service pursuant to this Agreement. (b) The relationship of the Parties shall, with respect to that part of any service or function undertaken as a result of or pursuant to this Agreement, be that of independent contractors. (c) Nothing contained herein shall be deemed or construed by the Parties, or by any third party, as creating the relationship of principal and agent, partners, joint ventures, or any other similar such relationship between the Parties. (d) Each Party shall have no liability whatsoever for the actions of, or failure to act by, any employees, agents, representatives, or assigns of the other Party in connection with the Agreement. Each Party covenants and agrees, to the extent permitted by law, that it shall be solely responsible, as between the Parties, for and with respect to any claim or cause of action arising out of or with respect to any act, omission, or failure to act by its respective employees, agents, representatives, or assigns, in connection therewith. (e) Each Party reserves and does not waive any defense available to it at law or in equity as to any claim or cause of action whatsoever that may arise or result from or in connection with this Agreement. This Agreement shall not be interpreted nor construed to give to any third party the right to any claim or cause of action, and neither Party shall be held legally liable for any claim or cause of action arising pursuant to or in connection with this Agreement except as specifically provided herein or by law. (f) Neither Party waives or relinquishes any immunity or defense on behalf of itself, its commissioners, councilmembers, officers, employees, and agents as a result of the execution of this Agreement and the performance of the covenants and agreements contained herein. [The remainder of this page intentionally left blank.] IN WITNESS WHEREOF, the undersigned have entered into this Emergency Medical Services Interlocal Agreement, effective as of the date first above written. CITY OF SCHERTZ, TEXAS By City Manager WILSON COUNTY ESD #3 EMS