2004-028NO. 00.
AN ORDINANCE AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE
A PROFESSIONAL SERVICES AGREEMENT WITH EMS BIOCARE MEDICAL CONTROL
OF METHODIST DALLAS MEDICAL CENTER TO PROVIDE MEDICAL CONTROL AND
CONTINUING EDUCATION SERVICES IN SUPPORT OF THE CITY OF DENTON FIRE
DEPARTMENT; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFORE AND
PROVIDING AN EFFECTIVE DATE (RFP 3061-IN AN AMOUNT NOT TO EXCEED
$66,000.00 FOR THE FIRST YEAR).
WHEREAS, The professional services provider (the "Provide0 mentioned in this ordinance
is being selected as the most highly qualified on the basis of its demonstrated competence and
qualifications to perform the proposed professional services; and
WHEREAS, The fees under the proposed contract are fair and reasonable and are consistent
with and not higher than the recommended practices and fees published by the professional
associations applicable to the Provider's profession and such fees do not exceed the maximum
provided by law; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. That the CityManager is hereby authorized to enter into a professional service
contract with EMS Biocare Medical Control of Methodist Dallas Medical Center to provide medical
control and continuing education services for the City of Denton Fire Department, a copy of which is
attached hereto and incorporated by reference herein.
SECTION 2. The City Manager is authorized to expend funds as required by the attached
contract.
SECTION 3. The findings in the preamble of this ordinance are incorporated herein by
reference.
SECTION 4. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the( '~/f~ day of
EULINE BROCK MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
HERBERT L. PROUTY, CITY ATTORNEY
3-ORD-R~' 306!
AMBULANCE SUPPORT SERVICES
AGREEMENT
This AMBULANCE SUPPORT SERVICES AGREEMENT (The "Agreement"),
executed this [~'4h day of g~dat.,~ . 2003 by and between the
CITY OF DENTON, a Texas municipal corporation (the "City") and Methodist Hospitals
of Dallas d/b/a Methodist Health system, a Texas non-profit corporation ("Methodist").
WlTNESSSETH:
WHEEREAS, the City is the operator of an advanced life support ambulance
service;
WHEREAS, Methodist can offer medical control, formal training, continuing
education, and other support services to municipal corporations and private companies
providing emergency services; and
WHEREAS, the City desires to engage Methodist, and Methodist desires to be
engaged by the City, to provide certain support services for the City's emergency services
to the extent set forth herein;
NOW THEREFORE, in consideration of the premises, and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
'the City and Methodist do hereby agree as follows:
OBLIGATION TO PROVIDE AMUBULANCE SUPPORT SERVICES
AND PAYMENT THEREFOR
1.1
Obligation to provide Ambulance Support Services. During the term (as defined
in Section 1.3 hereof) of this Agreement, and subject to the conditions and
provisions hereof, Methodist will provide the City with the Ambulance Support
Services descdhed in Article II of this Agreement. Methodist is providing all such
services as an independent contractor and not as an employee of the City.
1.2 Payment for Ambulance Support Services.
(i)
Basic Service Fees. In consideration for Methodist's providing the City
with the medical control and continuing education services described in,
respectively, Sections 2.1 and 2.3 hereof, the City will pay Methodist $.50
per annum (the "Basic Service Fee") for each person resident in the City
(or otherwise served by the emergency ambulance service maintained by
the City) as of January 1 of the year to which the Basic Service Fee
relates. For purposes of determining the Basic Service Fee, the number of
residents in the City will be the greater of(i) the population of the City as
determined by the most recent census conducted by the United States
government or (ii) if the City from time to time officially or unofficially
1.3
maintains estimates of its population for its internal purposes or otherwise,
the most recent estimate of the City's population as of January 1 of the
year to which the Basic Service Fee relates. The Basic Service Fee for
Medical Control for the period of January 1, 2004 through December 31,
2004 will be based upon a population of 102,000 which includes the City
of Denton, City of Sanger, City of Krum and the City of Ponder as well as
the unincorporated rural areas of Denton County served by the Denton
Fire Department EMS. Continuing education will be billed at $15,000 per
year and Medical Control at $51,000 per year. Payment of $16, 500 shall
be made quarterly to Methodist EMS Biocare.
Formal Training Fee. In consideration of the formal training services to
be provided by Methodist to the City pursuant to Section 2.2 hereof, the
City will pay such per student charges as Methodist may, from time to
time, reasonably establish for providing formal training courses (the
"Formal Training Fee"). When applicable the Formal Training Fee shall
be due and payable at the commencement of the formal training course to
which the Formal Training Fee relates. This shall include additional
materials for additional courses deemed necessary by the Medical
Director, Texas Departmem of Health, or the National Registry not
covered in this agreement.
Price Changes. Methodist may change the amounts of the Basic Service
Fee set forth in subpart (i) of this Section upon 30 days prior written notice
to the City; provided, however, the City may, as a result of any increase in
the Basic Service Fee, terminate this Agreement upon 30 days prior
written notice to Methodist. Methodist may increase the yearly price up to
five (5) percent to cover the cost of the program.
Term. This Agreement will commence on January 1, 2004 and unless otherwise
terminated as provided herein, will cominue for an initial period of three (3)
years. During the initial term, the City may terminate the Agreement without
cause by giving Methodist written notice ninety (90) days before the date of
termination. Upon expiration of such initial three (3) year term, this Agreement
will automatically renew for an additional one (1) year term unless either the City
or Methodist will have theretofore given the other party written notice of its
election to terminate this Agreement at least ninety (90) days prior to the
expiration of the initial term or any renewal term. Not withstanding the above
provisions, in the event the City experiences a funding shortage, this contract can
be terminated by the City immediately upon written notification and submission
of documentation of the funding shortage.
DESCRIPTION OF AMBULANCE SUPPORT
PROVIDED BY METHODIST
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2.1
2.2
Medical Control. During the Term of this Agreement, Methodist will arrange for
on-line medical direction and other medical control of the City's emergency
ambulance service on a continuous, 24-hour basis on each day of the week. On-
line medical direction and other medical control will by provided by a physician
group which provides emergency medical care coverage at Methodist Dallas
Medical Center, using established guidelines and medical protocols through voice
contact and, if possible, appropriate cardiac telemetry signals between the
emergency physician on duty in the emergency Department at Methodist Medical
Center in Dallas, Texas, and a representative of the City's emergency service.
During the Term of this Agreement, Methodist will provide the Ctiy's emergency
ambulance service with off-line medical direction and other medical control.
Such off-line medical direction and other medical control will utilize established
guidelines and treatment protocols to monitor and evaluate the quality of patient
care provided by the City's emergency ambulance service. For the purpose of
providing such off-line medical direction and other medical control, Methodist
will maintain an EMS Advisory Board. This board will consist of the EMS
Medical Director, EMS/Biocare Manager, EMS QI/CE Coordinator, ED Clinical
Manager, a surgeon, an internal medicine specialist, and a representative from a
Biocare department. In addition, Methodist will provide all services required of a
medical director by Chapter 197, State Board of Medical Examiner Rules.
Formal Training. During the Term of this Agreement, Methodist will, f~om time
to time, provide all or a portion of the below-listed formal training courses for
paramedics and emergency medical technicians employed by the City's
emergency ambulance service for an additional charge.
2.3.
Basic Paramedic (EMT-P) course
Paramedic (EMT-P) Refresher Course
Basic EMT Course
EMT Refresher Course
750 hours
96 hours
280 hours
48 hours
Methodist will not offer any formal training course unless a minimum of ten
students can be enrolled.
Continuing Education. During the Term of this Agreement, Methodist will offer
the following continuing education ("CE") courses and opportunities to
employees of the Company's ambulance service. Continuing education activities
are based on state certification requirements and /or the Company's quality
evaluation data. ·
Continuing education classes will consist of four-hour classes offered six (6)
times per month. CE will be provided ten months out of the year.
Continuing Education Modules. At least ten times each calendar year,
Methodist will sponsor or conduct a continuing education module at a
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2.4
location mutually agreeable to Methodist and the Company. Each
continuing education module will consist of didactic and/or skills review
program. This will allow the participant to receive four hours of
continuing education credit certified by the Medical Director and the
Texas Department of Health. Duplicate materials used in teaching
modules will be supplied by Methodist in sufficient numbers for usual
attendance. Additional duplication is the responsibility of the Company.
Annual review of number of the Company's employees receiving
continuing education will be conducted. Cost of continuing education
training will be adjusted accordingly.
Patient Chart and Case Reviews. As needed Methodist will sponsor or
conduct, on an individual basis for the Company's ambulance service,
patient chart or case reviews, for the purpose of complying with quality
control provisions as required by Texas Department of Heaith.
Miscellaneous Continuino Education Provided by Methodist. Methodist
will permit employees of the Department's ambulance service to attend or
otherwise participate in miscellaneous adjunct continuing education
programs for which participants can receive continuing education credit
for additional fees. These continuing education programs include (i) the
EMT and Paramedic classes, EMT and Paramedic Refresher Courses; and
(ii) onsite continuing education classes offered at Methodist Dallas
Medical Center. Fees for these courses will be in addition to those set
forth above.
Miscellaneous Continuing Education Provided by Denton Fire
Department. Methodist may serve as sponsor for specialty courses (such
as BLS, ACLS, PALS, BTLS, and others) taught by Denton Fire
Department instructors and will allow DFD personnel to receive
continuing education credits for such courses. These courses will meet
curriculum and testing requirements required by Biocare Methodist for
such courses.
Field Evaluation. Biocare Methodist will provide field evaluator two (2) days per
month to perform rideouts with medic crews for the purpose of evaluating
emergency medical services.
3.1
III,
REPRESENTATIONS AND WARRANTES
Representations and Warranties of the City. The City represents and warrants to,
and agrees with, Methodist as follows:
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(i) The City is duly chartered by the State of Texas as a Texas municipal
Corporation and home rule city.
The City has full power and authority to execute and deliver this
agreement. The execution and delivery of this Agreement by the City will
not constitute default under, or violate any provisions of, the City's charter
or any agreement to which the City is a party or any statute, rule,
regulation, judgment or order by which it is bound.
The City has, and will at all times maintain all licenses and permits
required of it to own and operate the emergency service and to conduct the
activities contemplated by this Agreement. The City will at all times
operate the emergency service in accordance with all-applicable laws and
regulations.
3.2
4.1
4.2
4.3
Representations and Warranties of Methodist. Methodist hereby represents and
warrants to, and agree with, the City as follows:
0)
Methodist is duly organized, validly existing and in good standing as a
corporation organized under the laws of the State of Texas.
(ii)
Methodist has full power and authority to execute and deliver this
Agreement. The execution and delivery of this agreement by Methodist
will not constitute default under, or violate any provisions of, the Articles
of Incorporation or Bylaws of Methodists or any agreement to which
Methodist is a party or any status, rule, regulation, judgment or order by
which it is bound.
INSURANCE AND INDEMNIFICATION
City's Insurance. The City of Denton is a seW-insured entity. Any request for
financial information will be handled in accordance with existing open records
law of the State of Texas.
Methodist Insurance. Methodist is partially self-insured and carries the customary
hospital and general liability insurance.
Indemnification by the City. The City will indemnify and hold harmless
Methodist and its directors, officers, doctors, employees and agents from any and
all liabilities, costs, damages and expenses (including attorney's fees and
expenses) as permitted by law, resulting from or attributable to any and all willful
misconduct or negligent acts and omissions of the City and its emergency
ambulance providers, public officials, employees and agents arising from or in
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4.4
4.5
5.1
5.2
5.3
5.4
5.5
connection with the City's emergency ambulance service or the activities of the
City relating to or otherwise affecting this Agreement.
Indemnification by Methodist. Methodist will indemnify and hold harmless the
City and its public officials, employees and agents from and against any and all
liabilities, costs, damages, and expenses (including attorney's fees and expenses)
resulting from or attributable to any and all willful conduct or negligent acts and
omissions of Methodist and its directors, officers, employees, or agents including
physicians carrying out duties pursuant to this agreement, arising from or in
connection with Methodist's involvement with the City's emergency ambulance
service or the services provided by Methodist to the City pursuant to this
Agreement.
Nonwaiver of Defenses Under the Texas Tort Claims Act. Nothing in this
Agreement shall in any way diminish or otherwise adversely affect any rights
which the City may have as to any claimant or plaintiff (other than Methodist) to
assert defenses available to the City under the Texas Tort Claims Act (Chapter
101 of the Texas Civil Practices and Remedies Code) or any other statutory or
common law defenses available to municipalities in the State of Texas.
MISCELLANOUS PROVISIONS
Notices. Any notice required or permitted pursuant to this agreement will be
deemed sufficient if in writing and hand-delivered or sent by registered or
certified mail, postage prepaid, and if addressed (i) if to Methodist, to Methodist
Health System, Post Office Box 655999, Dallas, Texas 75265-5999, to the
attention of Sam Ruffing, VP and (ii) if to the City, to the address set forth below
under the City's signature.
Applicable Law. This Agreement will be governed by, and construed in
accordance with, the laws of the State of Texas.
Entire Agr~ cement; Amendment. This A~0'eement and Addendum A containing
Biocare Methodist's original proposal of services to the City of Denton's Request
for Proposal #3061 constitutes the entire Agreement and understanding between
the City and Methodist. This Agreement may not be amended except by the
instrument in writing, executed by the party against which enforcement is sought.
Successors and assigns. This Agreement will be binding upon, and will inure to
the benefit of, the City and Methodist and their respective successors and assigns;
provided, however, neither the City nor Methodist may assign this Agreement
without the prior written consent of the party hereto.
Venue. Venue for any dispute under this Agreement will be in Denton County,
Texas.
5.6
Severabilitv. If any provision of this Agreement is found or deemed by a court of
competent jurisdiction to be invalid or unenforceable, it shall be considered
severable from the remainder of this Agreement and shall not cause the remainder
to be invalid or unenforceable. In such event, the parties shall reform this
Agreement to replace such stricken provision with a valid and enforceable
provision which comes as close as possible to expressing the intention of the
stricken provision.
IN WITNESS WHEREOF, the City of Demon and Methodist have executed this
Agreement as of the date frrst above written.
CITY OF DENTON, TEXAS
A Texas Municipal Corporation
Michael A. Conduff/6
City Manager
215 E. McKinney
Demon, Texas 76201
ATTESTED:
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM:
HERBERT L. PROUTY, CITY ATTORNEY
Methodist Health System
Samtl~uffin'~ Vic~P~ec~dq~/ 0
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