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HomeMy WebLinkAboutRes 02-21 Approving a Contract with Baylor Medical Center for EMS Medical Control ServicesTOWN OF WESTLAKE RESOLUTION NO. 02-21 A RESOLUTION OF THE BOARD OF ALDERMEN OF THE TOWN OF WESTLAKE, TEXAS, APPROVING A CONTRACT WITH BAYLOR MEDICAL CENTER AT GRAPEVINE FOR EMS MEDICAL CONTROL SERVICES. BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE TOWN OF WESTLAKE, TEXAS: SECTION 1: That the Board of Aldermen of the Town of Westlake does hereby approve a contract with Baylor Medical Center at Grapevine for EMS Medical Control Services, in the forma, attached here as Exhibit A. SECTION 2: That this Resolution shall be,ome effective upon the date of its passage. PASSED AND APPROVED ON THIS 13TH DAY OF MAY, 2002. ATTEST: ding Crosswy, 'Town - e retary APPROVED AS TO FORM: Scott Bradley, Mayor Trent O. Petty, To Manager MEDICAL CONTROL SERVICES AGREEMENT This Medical Control Services Agreement (hereinafter "Agreement") is made and entered into this 31" day of May, 2002, by and between Baylor Medical Center at Grapevine, a Texas non-profit corporation located at 1650 West College Street, Grapevine, Texas 76051 (hereinafter "Baylor") and the Town of Westlake (hereinafter "Emergency Service") for the provision of medical control services. RECITALS WHEREAS, Emergency Service operates a licensed emergency medical service system (hereinafter "EMS") regulated by the Texas Department of Health, the Texas State Board of Medical Examiners and Bureau of Emergency Management (collectively, "the Department")-, WHEREAS, Department regulations require Emergency Service to designate a licensed physician to provide medical control assistance to assist with EMS; WHEREAS, Emergency Service desires to engage Baylor as an independent contractor to provide medical control, pursuant to the terms and conditions below; NOW, WHEREFORE, in consideration of the mutual promises set forth herein, the parties do hereby agree as follows: 1, Term and Termination. This agreement shall be effective on the date set forth above (the "Commencement Date") and shall continue in effect for four (4) months therefrom until the I" day of October 2002. Thereafter, this agreement shall automatically renew for additional one (1) year terms each year on the 1 st day of October, unless sooner terminated by either party. Exhibit "A" establishes the fee structure for the first two terms of agreement. Either party may terminate this Agreement at any time, with or without cause, by providing the other party with thirty (30) days prior written notice of intent to terminate. Furthermore, this Agreement shall terminate automatically upon either party's loss of licensure or certification, or upon the effective date of any change in statute, ordinance, rule or regulation or action of governmental authority prohibiting this arrangement or the services contemplated hereunder. 2. Services to be Provided by Bao. Baylor agrees to provide the following services to Emergency Service: a. Off-line EMS Medical Director services as required by the Texas State Board Of Medical Examiners' EMS regulations for medical directors, 22 Tex. Admin. Code §§ 197.1-197.6; b. On-line medical control, as defined by Department regulations, 24 hours a day for seven (7) days a weep; C. Formulation and review of EMS protocols; C'00CI. N ENTS AND SFTTFNGTCTREG TUCKERI,' Y DOCUT MN S1E�viSlB�IC CO\-rR,-\CT U-P)IDOC d. Quarterly scheduled meetings to discuss the operation of Emergency Service and Baylor's responsibilities under this Agreement; e. Establish guidelines and monitor duality assurance; f Coordinate sufficient continuing education to meet Department requirements as set forth at 25 Tex. Admin. Code § 157,3$; g. By independent contract, Baylor will provide an EMS Medical Director (the "Director"), as defined by 22 Tex. Admin. Code § 197,2, who fulfills the obligations and requirements of Chapter 197, Tex. Admin. Code. pertaining to EMS medical directors. The agreement between Baylor and the Director to provide the EMS Medical Director services incorporated herein by reference. 3. Relationship of Parties. The parties agree and acknowledge that in the provision of all services contemplated by or incident to this Agreement, both parties are acting as independent contractors. Nothing in this Agreement shall be interpreted or construed so as to make Baylor an employee, agent, or borrowed servant of Emergency Service. Nothing in this Agreement shall be interpreted or construed so as to make the employees of Emergency Service the servants, agents, or employees of Baylor. Emergency Service and the employees of Emergency Service shall not be eligible for the employment benefits, including health and unemployment insurance, and worker's compensation coverage, which are provided to employees of Baylor. The parties agree and acknowledge that the Director is an independent contractor physician, and nothing in this Agreement shall be interpreted or construed so as to make the Director an employee, servant or agent of Baylor or Emergency Service. 4. Condensation. In consideration for Baylor's provision of medical control services under this Agreement, Emergency Service will pay to Baylor the fee set forth in Exhibit "A". The fee shall be paid to Baylor in a single installment upon receipt of an invoice during the term of the Agreement. Refunds shall only be made on a monthly prorated basis for termination of contract. After the expiration of the first two terms of the Agreement (4 and 12 months respectively) and upon their mutual agreement, the parties may modify the compensation to be paid Baylor by executing a new Exhibit to the Agreement. 5. Obligations of Emeraenc Service. Emergency Service shall be responsible for the following: a. Emergency Service shall secure, on behalf of itself and its employees, insurance applicable to personal injury or property damage arising out of the conduct of Emergency Service personnel pursuant to this Agreement. Evidence of such coverage shall be provided to Baylor upon request. b. Emergency Service shall properly monitor the skill levels of its personnel and to inform Baylor of any deficiencies which might affect the ability of any individual to perform tasks as directed by Baylor. 2 C. Emergency Service shall, at all times during the pendency of this Agreement, maintain all applicable licenses and certifications to render emergency medical services and transportation in the communities it serves at the MICU level, 24 hours a day, seven days a week. Emergency Service shall notify Baylor immediately of any change in or termination of the same. d. During the term of this Agreement, Emergency Service shall not contract with another physician or health care provider for the provision of medical control services as contemplated hereunder, without the express written permission of Baylor. e. Emergency Service will comply with the laws and regulations applicable to EMS systems as they may be amended from time to time. 6. Professional Liability Insurance. At all times while this Agreement is effective, Baylor shall carry professional liability insurance with a reputable carrier in amounts not less than five hundred thousand dollars ($500,000) per claim and one million, five hundred thousand dollars ($1,500,000) aggregate for all claims during a policy period. Proof of required insurance shall be furnished to Emergency Service upon request by that party. Emergency Service shall maintain adequate levels of general commercial liability and professional liability insurance to cover the activities of Emergency Service, its employees, officers and directors, and any other person or entity for whose actions in providing EMS services Emergency Service may be responsible. 7. Indemnification. Baylor agrees and is bound to hold harmless and indemnify Emergency Service against any and all claims for damages, costs, and expenses to persons or property that may arise out of, or be occasioned by this contract or any of its activities or from any act or omission on the part of Baylor, its employees, representatives and agents. To the extent permitted by law, Emergency Service agrees and is bound to hold harmless and indemnify Baylor against any and all claims for damages, costs, and expenses to persons or property that may arise out of or be occasioned by this contract or any of its activities or from any act or omission of Emergency Service, its employees,. representatives and agents, provided, however, that it is not the intention or purpose to create liability against Emergency Service unless such liability is imposed by law. S. Force Majeure_ Neither party shall be in violation of this Agreement if either party is, or if either party reasonably determines that it is, prevented from performing its obligations for any reason beyond its control, including without limitation, flood, storm, strikes, acts of God or the public enemy. 9. Waiver of Breach. The waiver of breach of any term or condition of this Agreement shall not be deemed to constitute the continuing waiver of the same or any other term or condition. 10. Severability- In the event any provision of this Agreement is held to be unenforceable for any reason, the unenforceability thereof shall not affect the remainder of this Agreement, which shall remain in full force and effect and enforceable in accordance with its terms. 11. Notices. Any notice or bill provided for in this Agreement shall be in writing and shall be deemed given if mailed by United States certified or registered mail, return receipt requested, postage prepaid, properly addressed as follows: Emergency Service: Baylor: Town of Westlake Attention: Greg Tucker Emergency Services Coordinator 3 Village Circle, Suite 109 Westlake, Texas 76262 Baylor Medical Center at Grapevine Attention: Leigh Anne Bedrich EMS Education Coordinator 400 North Main Street Suite 104 Grapevine, Texas 76051 12. Modification. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous negotiations, commitments and writings. The Agreement may not be modified or amended except by a written instrument signed by both parties. 13. Assignment. This Agreement shall apply to, and be binding upon, the parties and their respective successors and permitted assigns. However, this Agreement may not be assigned by either party without the prior written consent of the other party. Any assignment attempted without such consent shall be void. 14. Choice of Law. This Agreement shall be governed by the laws of the State of Texas. IN WITNESS WHEREOF, the parties hereby execute this Agreement, intending to be fully bound thereby, as of the date first set forth above. BAYLOR MEDICAL CENTER AT GRAPEVINE X/" 4M"W-- Mark Hood, Executive Director 4 Town of Westlake Town Manager Emer encervices Coordinator EXHIBIT "A" In consideration of the services provided in the attached Agreement, Emergency Service will pay to Baylor the fee of $1,167.00, which reflects the following breakdown: $ 500.00 Reduced initial setup fee 667.00 One year's medical control fee ($2,000.00) prorated for four months services. $ 1,167.00 Total fee for initial term of Agreement Each subsequent year's fees are based on North Central Texas Council of Government's population data for the previous year, and estimates for budget purposes are provided to each agency in the spring of each year. Since your projections would be below the minimum required, you would be invoiced for the minimum amount of $2,500.00 for the 2002-2003 fiscal year as the second term of this agreement.