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HomeMy WebLinkAboutRes 2012-02-01 Amended and Restated License with AMR Ambulance Service.pdfCITY OF ANNA, TEXAS RESOLUTION NO. 2012-02-01 A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING AN AMENDED AND RESTATED LICENSE WITH AMERICAN MEDICAL RESPONSE AMBULANCE SERVICE, INC. D/B/A COLLIN COUNTY EMS WHEREAS, the City of Anna, Texas (the "City") approved a License Agreement with American Medical Response Ambulance Service, Inc. d/b/a Collin County EMS ("Licensee") on December 14, 2010; and WHEREAS, the City Council of the City of Anna, Texas (the "Council") finds that approval of an Amended and Restated 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 Amended and Restated License, attached hereto as EXHIBIT 1, incorporated herein for all purposes and authorizes the City Manager to execute same on its behatf. PASSED AND APPROVED by the City Council of the City of Anna, Texas on this 14th day of February 2012. ATTEST: RES, 2012-02-01 AMR License Agreement Amendments PAGE 1 OF 1 02-14-12 Amended and Restated License This Amended and Restated License ("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 as shown on the attached Exhibit A GOnsisting of approximately 600 sEfyaFe feet of spsGe in the building located at 305 S. Powell Parkway, Anna, Texas 75409 (the "Premises"). 2. Tenn. The initial Term of the License was for a period of 12 months, commencing on December 1, 2010 (the "Commencement Date"), which ending on November 30, 2011 and was then automatically renewed under the terms of the License. This Amended and Restated License does not alter the term or the automatic renewal provisions, which remain as originally agreed between the City and Licensor. Upon expiration of any 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 §271.151, 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. Improvements. 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, and shall construct new improvements in the areas referenced as the Shared Facilities. below. The City and Licensee agree that the construction of said improvements by the City and the agreement by Licensee to share the facilities as further described in Section 8 of this License is adequate consideration exchanged between the parties to support the parties' agreement. AMENDED AND RESTATED UCENSE PAGE 1 OF4 8. City's Access. Licensee agrees to permit City or its authorized representatives to enter the Premises at all times. Licensee agrees to share its use of the day room, dining area. kitchen and bathroom facilities shown on Exhibit A (collectively. "Shared Facilities" with the City. City shall use all reasonable efforts to minimize the disruption to Licensee by entry into and use of the Premises, except that the City shall have equal rights in. access to, and use of the Shared Facilities. 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 government 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 AMENDED AND RESTATED UCENSE PAGE20F4 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 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 AMENDED ANP RESTATEP LICENSE PAGE30F4 Frisco, TX 75034 19. Entire Agreement. This License contains the entire agreement between the City and Licensee pertaining to the subject matter hereof and fully supersedes all prior agreements. licenses. and understandings between said parties pertaining to such subject matter. 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: City of Anna, Texas By: Philip Sanders City Manager Date: American Medical Response Ambulance Service, Inc. d/b/a Collin County EMS By: (Printed Name) Its: (Title) Date: AMENDED AND RESTATED UCENSE PAGE40F4