HomeMy WebLinkAboutRes 2010-12-15 Approve License with AMR Ambulance Service.pdfCITY OF ANNA, TEXAS
RESOLUTION NO. 2010-12-15
A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING A LICENSE WITH
AMERICAN MEDICAL RESPONSE AMBULANCE SERVICE, INC. D/B/A COLLIN
COUNTY EMS
WHEREAS, the City of Anna, Texas (the "City") and American Medical Response
Ambulance Service, Inc. d/b/a Collin County EMS ("Licensee") desire to enter into a
License agreement (the "License"); and
WHEREAS, the City Council of the City of Anna, Texas (the "Council") finds that
approval of the License is in the best interest of the citizens of Anna;
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
ANNA, TEXAS THAT:
Section 1. Recitals Incorporated
The recitals set forth above are incorporated herein for all purposes as if set forth in full.
Section 2. Approval of License
The Council hereby approves the License, attached hereto as EXHIBIT 1, incorporated
herein for all purposes and authorizes the City Manager to execute same on its behalf.
PASSED AND APPROVED by the City Council of the City of Anna, Texas on this 14th
day of December 2010.
ATTEST:
Da~. . II, Mayor
License
This License is granted by the City of Anna, Texas ("City") on December 1, 2010 to American
Medical Response Ambulance Service, Inc. d/b/a Collin County EMS ("Licensee"), upon the terms and
conditions stated herein.
1. License; The Premises. In consideration of the rent and other payments and
covenants of Licensee hereinafter set forth, and upon the following terms and conditions, City hereby
licenses to Licensee the use of a certain ambulance bay and crew quarters consisting of approximately
600 square feet of space in the building located at 305 S. Powell Parkway, Anna, Texas 75409 (the
"Premises").
2. Term. The initial Term of the License shall be for a period of 12 months, commencing
on December 1, 2010 (the "Commencement Date") and ending on November 30, 2011. Upon
expiration of the initial Term, this License shall automatically renew for an additional one-year Term and
thereafter for additional successive one-year Terms unless, at least 90 days prior to the expiration of
the Term, City or Licensee provides written notice as set forth below that either party intends to
terminate the License upon expiration of the current Term.
3. Use of the Premises. Licensee may use the Premises related to operations as a
medical transportation services provider. However, this is not a contract for goods or services under
Texas Local Government Code §271.1S1, et seq., and Licensee waives any right or entitlement granted
under said provisions.
4. Payment. Licensee covenants and agrees to pay City during the Term of this License
the sum of $1,000.00 per month-regardless of whether or not Licensee actually uses the Premises
payable monthly in advance on the first day of each month commencing on the Commencement Date
(or appropriate pro rata proportion thereof for any portion of a month at the beginning or end of the
Term). All payments shall be made to City at its address set forth below, or such other address as City
may hereafter designate in writing to Licensee.
5. Utilities. City shall be responsible for all utilities reasonably consumed at the Premises.
City shall also provide 6 parking spaces for Licensee's vehicles.
6. Representations and Warranties. City represents and warrants to Licensee that: (1)
City has power adequate for the execution, delivery and performance of its obligations under this
License; (2) the Premises are suitable for their intended use; and (3) the Premises are safe and
habitable for their intended use. The parties do not intend for this License to inure to the benefit of any
third parties and the City does not waive any of its immunities or limitations to liability.
7. Repairs and Maintenance. City shall, at its own cost and expense, be responsible for
and make all necessary repairs, replacements and renewals, interior and exterior, to the Premises.
8. City's Access. Licensee agrees to permit City or its authorized representatives to enter
the Premises at all times. City shall use all reasonable efforts to minimize the disruption to Licensee by
entry into the Premises.
LICENSE GRANTED BY CITY OF ANNA, TEXAS TO AMERICAN MEDICAL RESPONSE AMBULANCE SERVICE, INC.
D/BfA COLLIN COUNTY EMS
PAGE 1 OF4
9. Insurance. For the duration of this License, City shall maintain property and casualty
insurance that is usual and customary for its obligation under this License.
10. City's Representation of Good Title. City covenants that it has good and clear
record and marketable title to the Premises and full authority to fully discharge its obligations under this
License.
11. Licensee's Obligation to Vacate. Licensee shall, upon termination of this License,
vacate the Premises in as good condition, order and repair as the same were at the Commencement
Date, reasonable wear and tear excepted. Licensee's failure to do so shall be a material breach of this
License.
12. Licensee's Default; City's Remedies. In addition to any other remedies available
at law or in equity, if Licensee shall be in default by failing to fully and timely make any of the payments
due under this License, or in failing to fully discharge any other covenant, and if any such default shall
continue for 15 days after written notice from City, this License shall terminate and Licensee must fully
immediately thereafter vacate the Premises and remove its effects.
13. Compliance with Laws. The parties will comply in all material respects with all
applicable federal, state, and local laws and regulations including but not limited to the federal Anti
Kickback statute.
14. Compliance Program and Code of Conduct. Licensee has made available to City,
at Licensee's web site, located at: www.amr.net. a copy of its Code of Conduct, Anti-Kickback policies,
and other compliance policies, as may be changed from time-ta-time, provided that any such changes
are publicly displayed 0 Licensee's website located and are in compliance with all applicable law at and
the City acknowledges receipt of such documents. Licensee warrants that its personnel shall comply
with its compliance policies, including training related to the Anti-Kickback Statute.
15. Non-Exclusion. Each party represents and certifies that neither it nor any
practitioner who orders or provides services on its behalf hereunder has been convicted of any conduct
that constituted grounds for mandatory exclusion as identified in 42 U.S.C. 1320a-7(a). Each party
further represents and certifies that it is not ineligible to participate in Federal health care programs or in
any other state or federal govemment payment program. Each party agrees that if DHHS/OIG
excludes it, or any of its practitioners or employees who order or provide services, from participation in
Federal health care programs, the party must notify the other party within five days of knowledge of
such fact, and the other party may immediately terminate this License, unless the excluded party is a
practitioner or employee who immediately discontinues ordering or providing services hereunder.
16. Referrals. It is not the intent of either party that any remuneration, benefit or
privilege provided for under this License shall influence or in any way be based on the referral or
recommended referral by either party of patients to the other party or its affiliated providers, if any, or
the purchasing, leasing or ordering of any services other than the specific services described in this
License. Any payments specified herein are consistent with what the parties reasonably believe to be a
fair market value for the services provided.
17. Indemnity. It is expressly understood and agreed that the City has no right of control,
supervision, or direction over any work performed by Licensee relating in any way to Licensee's
LICENSE GRANTED BY CITY OF ANNA, TEXAS TO AMERICAN MEDICAl RESPONSE AMBULANCE SERVICE, INC.
D/B/A COLLIN COUNTY EMS
PAGE 2 OF 4
undertaking of any of its medical transportation services (the 'Work"), including but not limited to its
employees, agents, contractors, or its subcontractors, nor does the City have any control, supervision
or direction of the means, methods, sequences, procedures, and techniques utilized to complete any of
the Work. There shall be no joint control over the Work. LICENSEE AGREES TO FULLY DEFEND,
INDEMNIFY AND HOLD HARMLESS THE CITY FROM ANY CLAIM, PROCEEDING, CAUSE OF
ACTION, JUDGMENT, PENALTY, OR ANY OTHER COST OR EXPENSE ARISING OR GROWING
OUT OF, ASSOCIATED OR IN CONNECTION WITH THE WORK. THE INDEMNIFICATION
INCLUDES, BUT IS NOT LIMITED TO, ATTORNEY FEES INCURRED BY THE CITY IN DEFENDING
ITSELF OR IN ENFORCING THIS INDEMNIFICATION PROVISION. By entering into this License,
Licensee waives all rights and remedies in law or in equity except to seek enforcement of specific
performance, without any right to reimbursement of costs or attorney fees, of the obligations under this
Agreement. This provision is not intended to and does not waive any of the City's governmental
immunities, including immunity from suit and liability.
18. Notices. All Notices and other communications hereunder shall be in writing and shall
be deemed to be given when delivered in fully legible form by postage prepaid certified mail. return
receipt requested. Notices shall be addressed to City or Licensee and their respective legal
representatives at the addresses set forth below:
If to City:
City Manager
City of Anna
P.O. Box 776
111 N. Powell Parkway
Anna, Texas 75409
If to Licensee:
General Manager
American Medical Response Ambulance Service. Inc.
4099 McEwen. Suite 200
Farmers Branch, Texas 75244
With Mandatory Copy to:
Legal Department
American Medical Response Ambulance Service, Inc.
6200 South Syracuse Way, Suite 200
Greenwood Village, Colorado, 80111
Clark McCoy
Wolfe, Tidwell & McCoy, LLP
2591 Dallas Parkway, Suite 205
Frisco, TX 75034
LICENSE GRANTED BY CITY OF ANNA, TEXAS TO AMERICAN MEDICAL RESPONSE AMBULANCE SERVICE, INC.
D/B/A COLLIN COUNTY EMS
PAGE30F4
Either party may change the address to which notices are to be sent to it by providing notice of same to
the other party in accordance with the provisions set forth above.
IN WITNESS WHEREOF, the parties hereto have caused this License to be executed as of the date
first above written.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
DULY AUTHORIZED SIGNATURES:
By:
il Sa rs
Ci y Ma ger
Date: :t:h.ri""'~'ii;';;:'I;f":r'••0
I+I""I"i'~
Medical ~e Ambulance Service, Inc. d/b/a Collin County EMS
By: /S. Vc-. If.....----==
[(e~l~a,!~iIMI"trfd'l r~;.i;~;i
Its: s'&4C«,~,.~~:lij.i;I;lliWIfA
(Title)
Date:~~'!lP.4;;,{l1;!'.1;.ii;$j:rllh\iii',,~i;~i.tjSlS!;'~
LICENSE GRANTED BY CITY OF ANNA, TEXAS TO AMERICAN MEDICAL RESPONSE AMBULANCE SERVICE, INC.
DIBIA COLLIN COUNTY EMS
PAGE 4 OF 4