2011-R-47 Ambus Agreement with Southwest Texas Regional Advisory CouncilRESOLUTION NO. 11-R-47
A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF
SCHERTZ, TEXAS AUTHORIZING AN AMBUS PROJECT
AGREEMENT WITH SOUTHWEST TEXAS REGIONAL ADVISORY
COUNCIL, AND OTHER MATTERS IN CONNECTION THEREWITH
WIlEREAS, the City staff of the City of Schertz (the "City") has recommended that the
City enter into an ambus project agreement with Southwest Texas Regional Advisory Council, a
Texas non-profit corporation ("STRAC"), relating to regional ambulance bus operations; and
WHEREAS, the City Council has determined that it is in the best interest of the City to
contract with STRAC pursuant to the Ambus Project Agreement attached hereto as Exhibit A
(the "Agreement").
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 execute and
deliver the Agreement with STRAC in substantially the form set forth on Exhibit A.
Section 2. 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 3. 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any provision of this Resolution are hereby repealed to the extent of such conflict, and the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 4. This Resolution shall be construed and enforced in accordance with the
Taws of the State of Texas and the United States of America.
Section 5. 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 6. 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 7. This Resolution shall be in force and effect from and after its final
passage, and it is so resolved.
50449550.1
PASSED AND ADOPTED, this 25th day of October, 2011.
CITY OF SC RTZ, TEXAS
Mayor
ATTEST:
ecretary /
(CITY SEAL)
50449550.1
AMBUS PROJECT AGREEMENT
THIS AMBUS PROJECT AGREEMENT ("AGREEMENT"), is made and entered into this _ day
of 2011 and is by and between the Southwest Texas Regional Advisory Council
("STRAC"), a Texas non-profit corporation, and The City of Schertz ("City"),apolitical
subdivision of the State of Texas, (hereinafter collectively the "Parties") and shall be considered
effective the _day of , 2011 ("Effective Dafe").
Accordingly, the Parties agree as follows:
LEGAL AUTHORITY
The Parties represent and warrant that:
1. STRAC is anon-profit corporation created under Texas Administrative Code Title 25,
Part 1, Chapter 157 and is organized to provide one or more governmental functions
and services.
2. The City is eligible to contract with STRAC
3. The City and STRAC possess adequate legal authority to enter into this
AGREEMENT.
4. The City in paying for the performance of governmental functions pursuant to the
AGREEMENT shall make payments only from current revenues legally available to
such party.
5. The governing bodies of each entity believe that this AGREEMENT is beneficial to the
public and that each party has the legal authority to provide the governmental function
which is the subject of this AGREEMENT.
II. STATEMENT OF SERVICES TO BE PERFORMED:
The City and STRAC agree to provide services as set forth in the attached "Schedule
(A), AmBus Project" and "Exhibit (A), Affidavit of Insurance or Other Means of
Replacement" which schedules are Incorporated herein for all purposes.
Equipment provided by STRAC under this AGREEMENT or issued and recetpted to the
City as AmBus specific equipment is provided to the City by STRAC at no cost to the
City. In lieu of payment for the use of the AmBus, the City shall be responsible for
various costs associated with the Ambus as provided for in the attached Schedules.
III. TERM OF AGREEMENT:
This AGREEMENT is effective as of the "Effective Date." The initial term of this
AGREEMENT shall be one (1) year from the Eftective Date ("Term"). At the end of the
Term, this AGREEMENT shall automatically renew on the anniversary of the Effective
Date on a yearly basis for a maximum of five {5) consecutive years, unless earlier
terminated by the Parties in accordance with the terms set forth in paragraph IV below.
IV. TERMINATON:
This AGREEMENT may be terminated by either the City or STRAC when one of the
following occurs:
1. Either party In its sole discretion requests termination In writing to the other party,
with 30 days prior notice.
2,.--Immediately-if-the-Ambus-award-is-.terminated by-the-Texas-Department-of State- -----
Health Services (DSHS).
Page 1 of S
AGREEMENT-Ambulance Bus Project. continued
At the termination of this AGREEMENT, for any reason, title to any remaining equipment
and supplies purchased for this project under HPP funds (as defined in Schedule (A)),
reverts to STRAC. At the discretion of STRAC,-the title may be transferred to a third
party or it may be retained by the City. Any remaining equipment and supplies
purchased for this project with Clty funds, reverts to the City.
V. VENUE
This AGREEMENT and all of the transactions described herein shall be governed by
and construed in.accordance with the laws of the State of Texas. Exclusive venue for
any action arising out of this AGREEMENT shall be in Bexar County, Texas.
VI. GENERAL PROVISIONS:
1. This AGREEMENT is entered into by the duly authorized officials of each respective
party.
2. Any notice required pursuant to this AGREEMENT must be in writing and is properly
given if hand delivered, or sent by certified or registered mail, or overnight courier
service, to the Parties either at the address below for or at such other address as the
Parties from time to time specify by written notice pursuant to this Secilon. Any such
notice is considered delivered on the date of delivery if hand delivered, or upon
confirmation if sent by certified or registered mail or an overnight courier service.
If to STRAC:
STRAC
Attention: Executive Director
7500 Highway 90 Nlest
AT&T Building, Suite 200
San Antonio, Texas 78227
If to City:
City of Schertz
Attention: City Manager
1400 Schertz Parkway
Scheriz, TX 78154
3. To the extent authorized by the laws of the State of Texas, STRAC and the City shall
not be liable for any lost profits, special, incidental, consequential, or punitive
damages, whether for breach of any express or implied warranties or otherwise.
STRAC and the City do not warrant that services shall be without defect,. Interruption,
or suited for particular purposes. The City agrees to work cooperatively wish STRAC
io maintain services to the best of both Parties' abilities.
4. During the term of this AGREEMENT and any extensions thereto, the City, to the
extent permitted by law and as 6eiween the Clty and STRAC, assumes all Ilabiilty
arising from the use, employment, deployment, redeployment, and reconstitution of
the AmBus and supporting equipment in accordance with the provisions of law and
regulations which govern its activities.
5. In case any other provision hereof should be held to be Illegal, invalid or
unenforceable in any respect, such illegality, invalidity or unenforceabilliy shall not
affect any ocher provision of this AGREEMENT, and this AGREEMENT shall be
construed as if such invalid, illegal or unenforceable provision had never been
Included in this AGREEMENT.
6. it is understood by both Parties That each will fulfill its responsibilities under this
-- -.---.......- -..---..AGREEMENT.in.accordancewiththe-provisions_oflaw.and.regulaiionswhich govern._-......_. _..
their activities. Nothing in this AGREEMENT is intended to negate or otherwise
Page 2 of 8
AGREEMENT-Ambulance Bus Project. continued
render ineffective any such provisions or operating procedures. If at any lime either
party is unable to perform its functions under this AGREEMENT consistent with such
party's statutory and regulatory mandates, the affected party shall Immediately
provide written notice to the other to establ(sh a date for mutual resolution of the
conflict up to, and including, forfeiture of the use and return to STRAC of those
assets described in the attached schedules. and exhibit(s).
7. This AGREEMENT constitutes the entire agreement hereto with respect to the
subject matter hereof, and supersedes any prior understanding or written or oral
agreements between the Parties with respect to the subJect matter of this
AGREEMENT, No amendment, modification, or alteration of the terms of the
AGREEMENT shall be binding on either party unless the same is in writing, dated
subsequent to the date hereof, and is duly executed by the party against whom
enforcement is sought.
8. Each person signing this AGREEMENT on behalf of a party hereby confirms for the
benefit of the ocher party to this AGREEMENT chat any requisite approvals from the
governing body of such party have been obtained, and all prerequisites to the
execution, delivery, and performance hereof have been obtained by or on behalf of
that party.
9. Force Majeure -Either party may be excused from performance under this
AGREEMENT for any period that such party is prevented from performing its
obligations in whole or in part as a result of any act of God, war, civil disturbance,
epidemic, court order, or other event outside the control of such party, provided the
party seeking to be excused has prudently and promptly acted to take any and all
reasonable corrective measures that are within such party's control.
10. Neither party has authority for or on behalf of the other as to the subject matter of
this AGREEMENT, except as provided in this AGREEMENT. No other authority,
power, partnership, use, or rights are granted or implied except as provided by Texas
and or Federal laws and regulations, and as defined in Schedule (A) to this
AGREEMENT.
11. Neither party may incur any debt, obligation, expense, or liability of any kind on
behalf of the other party without the other party's express written approval.
12. To the extent permitted by law, the City will defend and indemnify STRAC, its
directors, employees, agents, and representatives (the "Indemnitees") and hold the
Indemnitees harmless against any damage, claims, suits actions, liabilities, loss,
penalties, costs, and expenses including, without limitation, reasonable attorneys'
fees arising out of or alleged to have arisen from or in any way connected to:
I, the use of the vehicle and issued equipment by the City;
ii. a breach of any of the representations, warranties, or obllgallons of this
agreement by the Clty; and/or
Iii. any claim (whether founded or unfounded) of any nature or character; arising out
of or alleged to have arisen from or in any way connected to any actual or alleged
negligence or dishonesty of, or any actual or alleged act of commission or omission
by the Clty or any of its employees, agents, representatives or contractors.
13. STRAC will defend and indemnify the City, Its elected offlclals, directors, officers,
employees, agents and representatives (the "City Indemnitees") and hold the Clly
Indemhilees harmless against any damages, claims, suits, actions, liabilities, loss,
penalties, costs, and expenses including without Ilmitatlon reasonable attorneys' fees
arising out of or alleged to have arisen from or in any way connected to:
I. a breach of any of the representations, warranties, or obligations of this
agreement by STRAC; and/or
_-- ii.- ahy claim (whether founded"or utifouritled) of-any riature or character arising out
of or alleged to have arisen from or in any way connected to any actual or
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AGREEMENT-Ambulance l3us Protect continued
alleged negligence or dishonesty of, or any actual or alleged act of commission
or omission by STRAC or any of its employees, agents, representatives or
contractors.
AGREEMENT SIGNATURES:
The UNDERSIGNED PARTIES bind themselves to the faithful pertormance of this
AGREEMENT. It is mutually understood that this AGREEMENT shall be effective if
signed by a person authorized to do so according to the normal operating procedures of
said party. If the governing body of a party Is required to approve this AGREEMENT, it
shall not become effective until approved by the governing body of that party. In That
event, this AGREEMENT shall be executed by the duly authorized official(s) of the party
as expressed In an approving resolution or order of the governing body of said party, a
copy of which shall be attached to this AGREEMENT.
R@CEIVING AGENCY
City of Schertz, Texas
APPROVED AS TO FORM AND LEGALITY;
JoRra~C, K sse el, City Manager
s
~@~~~f/
" Date of Signature
PERFORMING AGENCY
Southwest Texas Regional Advisory Council
APPROVED AS TO FORM AND LEGALITY;
Eric Eple}! x ive Dir for
l z 2~-G/
Da a of Signature 'F
Page 4 of 8
AGREEMENT-Ambulance Bus Project Schedule (A)
SCHEDULE (A)
AM@US PROJECT
I. Purpose of AGREEMENT
It Is the purpose of this AGREEMENT to establish a cooperative and mutually beneficial
relationship between the Parties and to set forth the relative responsibilities of the Parties as
they relate to the utilization of an ambulance bus (Ameus) purchased with U. S. Department of
Health and Human Services Hospital Preparedness Program (HPP) funding.
II. Project Description
The AmBUS is one component of the Texas Emergency Medical Task Force (EMTF) Project.
The EMTF Project was developed by the Texas Department of State Health Services (DSHS) to
create a network of rapidly deployable, regionally based emergency medical assets across
Texas. Southwest Texas Trauma Regional Advisory Council (STRAC) is contracted by DSHS
to administer the EMTF Project within Trauma Service Areas (TSA) P, and S.
The AmBus may be deployed outside the City's jurisdiction on a DSHS mission assignment. On
a DSHS mission, the City's operational costs will be reimbursed per the terms of the DSHS
Memorandums of Agreement for Ambulances and Personnel. Other federal, state, and local
provisions may also apply.
The City maintains authority for daily use of the AmBus. If other jurisdictions issue a mutual aid
request for use of the AmBus, and the AmBus is available, the City will provide priority support
to jurisdictions within Emergency Medical Task Force Region 8, with follow-on consideration to
support requests from other regions, the state, and the federal government, provided that the
need for the Ambus in the City's jurisdiction does not outweigh the need elsewhere. Requests
for an AmBus deployment outside the City's jurisdiction will be routed to the C(ty from either
surrounding agencies dispatch centers, MEDCOM or STRAC staff or through the Emergency
Services Function 8 resource request processes.
Final authority for the deployment of the AmBus rests with the Cliy
III. Purpose of Ambus Project
The AmBus Project supports state, regional, and local preparedness by providing multiple
patient care and transport capabilities for use in, but not limited to, hospital evacuations, mass
casualty incidents, onsite responder and/or medical rehabilitation, and command capabilities.
IV. Responsibilities of the Parties
In consideration of the mutual aims, desires and promises of the Parties to this AGREEMENT,
and, In recognition of the public benefit to be derived from effective implementation of the
programs involved, the Parties agree chat their responsiblllties under this AGREEMENT shall be
as follows:
A. The City shall:
1) Sign the Texas Department of State Health Services Non-Expendable Personal
Properly Report Form (Form GC-11) and Property Transfer Record when the AmBus
is acquired from STRAC.
2) License the vehicle as a DSHS ambulance.
3) Participate as part of the Texas Emergency Medical Task Force (EMTF) Project by
- - .---utilizing-the currently DSHS-licensed-AmBus~ as-provided for by-STRAC-'and
developing response teams to provide personnel on a 24/7!365 basis for Texas
Page 5 of 8
AGREEMENT-Ambulance Bus Protect Schedule fA)
Department of State Health Services mission assignments. Response teams for
DSHS missions will be a minimum of six (6) personnel
4) Participate as a mutual aid partner to cooperative agencies by providing the Ambus
and personnel on a 24/7/365. Minimum staffing for local and regional mutual aid
responses will be three (3) personnel.
5) Participate as an active member of EMTF-8 workgroups and the Emergency Hospital
Disaster Group Committee of STRAC.
6) Register and maintain AmBus status in STRAC's crisis applications, including
WebEOC.
7) Register the AmBus in fhe Texas Regional Response Network (TRRN).
8) Maintain the ArnBUS in a ready state for emergency responses.
9) Participate in state and regional training and exercises as requested with appropriate
notice.
10) Train personnel to operate and maintain the AmBus and associated equipment.
11) Conduct an annual or special inventory of khe Amt3us and ancillary equipment upon
request by STRAC. STRAC will provide technical and/or staff support to City during
the inventory process as requested and available.
12) Notify STRAC if a request for the Ambus is received and/or responded to that does
not come Through the EMTF-8 system.
13) Notify STRAC if replacement of damaged or non-functional equipment is required.
14) Notify STRAC and/or MEDCOM and update appropriate crisis applications if the
AmBus is taken out of service for any period of time.
15) Notify STRAC, for consideration, of any needed upgrades regarding fhe AmBus.
Vehicle alterations must be approved by STRAC to ensure regional and state
consistency.
16) Notify STRAC, for consideration by EMTF stakeholders, of any recommended
changes to AmBUS-related medical response capabilities.
17) STRAC will deliver the Ambus with all disposable and non-disposable equipment
needed for licensing as a specialty ambulance and to be response ready. The City
agrees to restock all disposable supplies after they are used or They reach their
expiration date. The City will implement mechanisms to prevenf excessive loss of
expiring supplies.
18) Maintain insurance or other means of replacing the AmBus and issued ancillary
equipment as provided under HPP funding. The City will complete and return to
STRAC Exhibit (A), Affidavit of Insurance or Other Means 'of Replacement. A copy
of this insurance will be provided to STRAC naming STRAC as a certificate holder
and payee.
19) Be responsible for repair /replacement of equipment chat is broken, damaged, or
missing due to misuse, negligence, theft or outside of normal Ilfespan expectations.
2t)) Perform and document the completion of planned, preventive, and corrective
mafnfenance and repairs to the Ameus and ancillary equipment as indicated in the
manufacturers' operations and maintenance manuals.
21) Follow manufacturer warranty procedures to complete repairs as may fall under the
warranty and as directed in the manufacturers' operations and maintenance
manuals.
B. STRAC shall:
1) Allow the AmBus to remain In the possession of the City for the Term of the
AGREEMENT with the understanding that the Cily will commit to its responsibilities
as outlined in this AGREEMENT.
2)--Monitor-the performance of-the-City in regards to-this AGREEMENT and advise the - -
City of any and all concerns regarding performance.
Page 6 of 8
AGREEMENT-Ambulance Bus Project Schedule (A)
3) Conduct an annual inventory of the AmBus and all issued and receipted equipment
and provide results to DSHS or as required by special audit. STRAC will provide
technical and/or staff support to City during the inventory process as requested and
available.
4) Provide copies of manufacturers' manuals and warranty statements upon the
execution of this AGREEMENT.
5) Support appropriate planned costs of operation of the AmBus for HPP-sanctioned
exercises conducted inside and outside the City's jurisdiction and within the
geographic boundaries of Trauma Service Area P, when allowed under DSHS HPP
contract and as mutually agreed by both the City and STRAC.
V. AmBus Training
The Ah1BUS manufacturer Is contracted to provide staff support at no cost, including travel
accommodations, to the Cily for one (1) training session at a location determined by fhe Cily.
The City is expected to take advantage of this free session to improve local capacity to operate
and maintain the AmBus and may permit other TSA-P jurisdictions to participate so that
additional regional support teams may be developed.
End of Schedule A
Page 7 of 8
EXHIBIT A
AMBUS PROJECT AGREEMENT
50449550.1 [~-1
AGREEMENT-Ambulance Bus Proiect Exhibit B
EXHIBIT A
AFFIDAVIT OF INSURANCE
OR OTHER MEANS OF REPLACEMENT
AMBUS PROJECT
City: City of Schertz
Address: 1400 Schertz Park
City, State, Zip code Schertz, TX 78154
In accordance with Section IV, paragraph A. (16), of Schedule (A) fo the AmBus Project
Agreement,.
I, John C. Kessel ,hereby swear or affirm that
• The- City of Schertz holds the required amount of Insurance,
or other means of replacement, for the total value of the AmBus and Issued equipment.
Check box if Insurance Is provided by a third party
® Check box if Cify is self-insured
ATTEST:
~' '°~° Signature
Jol~-~ G. ~:-~ss I
Printed ame
Title
~I ~i t~ifSignature
Thlyd Patty insurance certificate is attached
Return form(s) to: STRAC
Attention: Executive Director
7500 Highway 90 West
AT&T Building, Suite 200
San Antonio, Texas 78227
End of Exhibit (A)
Page 10 of 10