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2012-041 RES APPROVING TERMS AND CONDITIONS OF AGREEMENT BY AND BETWEEN ESSENT PRMC DBA PARIS REGIONAL MEDICAL CENTER AND EMS ASSISTIVE SERVICESRESOLUTION NO. 2012-041 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PARIS, TEXAS, APPROVING THE TERMS AND CONDITIOIVS OF AN AGREEMENT BY AND BETWEEIV ESSENT PRMC, L.P. D/B/A PARIS REGIONAL MEDICAL CENTER AND THE FOR EMS ASSISTIVE SERVICES; AUTHORIZING ITS EXECUTION BY THE INTERIM CITY MANAGER; MAKING OTHER FINDINGS AND PROVISIONS RELATED TO THE SUBJECT; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, Essent PRMC L.P., d/b/a Paris Regional Medical Center (hereinafter referred to as "PRMC") has requested the City of Paris, Texas ("City") to enter into an EMS Quality and Access Agreement with PRMC to set out the terms and conditions for Paris EMS continued use of the facilities at PRMC; and, WHEREAS, a copy of the EMS Quality and Access Agreement is attached hereto as Exhibit "A" and incorporated herein by reference (hereinafter called "AgreemenY'); and, WHEREAS, upon review and consideration of the Agreement, and all matters attendant and related thereto, the City Council is of the opinion that the terms and conditions thereof should be approved, and that the Interim City Manager, shall be authorized to execute it on behalf of the City of Paris. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PARIS, TEXAS, THAT: Section 1. The findings set out in the preamble to this resolution are hereby in all things approved. Section 2. The terms and conditions of the Agreement, having been reviewed by the City Council of the City of Paris and found to be acceptable and in the best interests of the City of Paris and its citizens, is hereby in all things approved. Section 3. The Interim City Manager is hereby authorized to execute the Agreement and all other documents in connection therewith on behalf of the City of Paris, Texas substantially according to the terms and conditions set forth in the Agreement. Section 4. This resolution shall become effective immediately upon its passage. DULY PASSED AND APPROVED this 9th day of April, 2012. A.J. Has ATTEST: gnice Ellis, City Clerk APPROVED AS TO FORM: Kent McIlyar t ttorney PARIS REGIONAL MEDICAL CENTER EMS QUALITY AND ACCESS AGREEMENT This Agreement is made and entered into as of , 2012 by and between Essent PRMC, L.P., d/b/a Paris Regional Medical Center ("PRMC") and the City of Paris ("City"). PRMC and the City may be referred to in this Agreement singly as "Party" and collectively as the "Parties." RECITALS: WHEREAS, PRMC operates two acute care hospitals located in Paris, Texas, one known as "PRMC North" and the other known as "PRMC South" (singly a"Hospital" and collectively, the "Hospitals"); and WHEREAS, the Hospitals furnish emergency medical services to the people of Paris, Texas and its surrounding area (the "Service Area") through their respective emergency departments; and WHEREAS, PRMC is the only acute care hospital services provider in Lamar County, Texas. WHEREAS, City operates an ambulance service located in Paris, Texas known as "Paris EMS"; and WHEREAS, Paris EMS furnishes emergency and nonemergency medical care and transportation in all of Paris and Lamar Counties, Texas, including the Hospitals; and WHEREAS, PRMC's governing body and administration, together with the City, have determined that emergency medical services are a critical component of public safety, and that access to and the provision of high quality emergency medical services, including emergency medical transport, is in the best interest of residents and nonresidents of the Service Area; and WHEREAS, PRMC and the City have determined that access to and maintenance of high quality emergency medical services, including emergency medical transport, may best be ensured by cooperation between PRMC and the City; NOW, THEREFORE, in consideration of the mutual covenants herein contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties agree as follows: ARTICLE I OBLIGATIONS OF CITY 1.1 Ambulances. Equipment, Supnlies, Staff. City shall furnish such ambulances, equipment, supplies and staff ("EMS Staff') as may be necessary to maintain compliance with the requirements of the Texas Department of State Health Services as a Texas Emergency Medical Services Provider. 4424567.5 EMS QUALITY AND ACCESS AGREEMENT 1.2 Supervision, Control. EMS Staff shall at all times, and for all purposes, remain under the exclusive direction and control of the City; provided, however, that while performing the Assistive Services defined in Section 1.7 of this Agreement, and for purposes only of performing the Assistive Services, EMS Staff shall be subject to the immediate medical oversight ("Episodic Supervision") of appropriate PRMC staff who are directing or providing medical services during the Emergency Episode, as that term is defined in Section 1.7 below. Episodic Supervision shall in no manner alter City's responsibility for direction and control of the EMS Staff, excent in the event of gross misconduct by PRMC staff, as determined by PRMC's applicable quality review process, during the Emergency Episode. 1.3 Credentials. City shall ensure that all EMS Staff hold appropriate and current credentials to provide the Assistive Services, and shall furnish PRMC copies of such credentials at PRMC's request. 1.4 Exclusion. Debarment. Each Party shall ensure that no staff inember has ever been debarred or excluded from participation in federal or state health care payment programs, including but not limited to Medicare, Medicaid or other similar state and federally funded payment program, TriCare, Champus, or any other program. In the event a Party learns that a staff inember has been so debarred or excluded, the affected Party shall immediately remove such excluded or debarred staff inember from PRMC and providing services. Upon entering in into this Agreement and upon request from PRMC, City shall provide a list of the names of all EMS Staff to PRMC to check for debarment/exclusion and shall promptly update the list as EMS Staff are hired. In the event PRMC needs additional information to determine whether an individual is excluded or debarred, City shall promptly provide the information requested by PRMC. 1.5 Ambulance Service. City shall operate the emergency transport service in all respects, including dispatch, policies and procedures, staffing and oversight of pre-hospital care, and shall be solely responsible for all aspects of such operation. 1.6 Insurance. City shall furnish liability insurance coverage applicable to the provision of emergency medical transport services, and shall provide evidence of such coverage to PRMC upon PRMC's request. 1.7 Assistive Services. In the event of "exceptional need," as defined below (each an "Emergency Episode"), EMS Staff shall, if available, at the request and under the supervision of PRMC staff, assist PRMC staff in providing emergency medical care at the Hospitals; provided, however, that such assistance shall be limited to those services and tasks that are within the scope of the EMS Staff inember's license or certification ("Assistive Services"), and subject to coverage solely by City's liability insurance as set forth in Section 1.6 above. For purposes of this Section 1.7, "exceptional need" means any circumstance in which PRMC staff cannot, in the best judgment of fhe emergency deparhnent nursing supervisor then on duty at the Hospital (the "Supervisor"), meet the medical or safety needs of the individuals for whom the Supervisor is then responsible. 1.8 Compliance. EMS Staff sha11, while on PRMC premises, comply with all applicable PRMC policies and procedures and, when performing Assistive Services, comply with 4424567.5 2 EMS QUALITY AND ACCESS AGREEMENT all instructions from emergency nursing staff or physicians. City shall ensure that a11 Paris EMS policies and procedures, and the conduct and actions of a11 EMS Staff, comply with all applicable federal and state laws, including the nondiscrimination provisions of applicable Texas regulations. This includes establishing and maintaining an environment free from disruption, intimidation, coercion and harassment (including without limitation sexual harassment). 1.9 Confidentiali tv. Unless otherwise required by law, City shall not, without obtaining the prior written consent of PRMC, disclose information relating to the business methods, business policies, procedures, techniques or trade secrets, or other knowledge or processes of or developed by the Hospital, or any other confidential information relating to or dealing with the business operations, activities or affairs of PRMC ("Confidential Information") to persons other than state licensing boards or agencies, federal or state governmental authorities, The Joint Commission and such third-party reimbursement agencies or parties as may be required pursuant to the terms and conditions of an applicable contract for reimbursement. Immediately upon the termination of this Agreement, City shall deliver to PRMC all documents, computer discs and other forms of recorded information, including all copies thereof, containing Confidential Information. ARTICLE II OBLIGATIONS OF PRMC 2.1 To ensure that emergency medical services are readily accessible when required by the community, PRMC shall proN7de, at each of the Hospitals, living quarters for on- duty EMS Staff and appropriate space for parking the ambulances furnished by the City. 2.2 PRMC agrees that neither PRMC nor Hospitals shall schedule EMS Staff for work shifts, or in any other way seek to utilize the services of EMS Staff, other than as permitted by this Ageement. 2.3 Neither PRMC nor City shall hold out or represent to the public that: a) the City furnishes the Assistive Services as PRMC or the Hospitals' agents or employees; or, b) PRMC or the Hospitals furnish emergency medical transport services. 2.4 PRMC acknowledges and agrees that Paris EMS will continue to abide by all state and local requirements for pre-hospital patient care and routing, and that nothing in this Agreement shall obligate the City to transport any patient to the Hospitals, except as such patient would be transported to the Hospitals under applicable state and local protocols applicable to Paris EMS. This Ageement does not require any referral for any business between the parties, and is entered into solely to facilitate the provision of high quality emergency medical transport and services to the people of the Service Area. 2.5 PRMC staff shall comply with all applicable federal, state, and local requirements for the provision of emergency medical services, including the nondiscrimination provisions of applicable Texas regulations. This includes establishing and maintaining an environment free from disruption, intimidation, coercion and harassment (including without limitation sexual harassment). 4424567.5 3 EMS QUALITY AND ACCESS AGREEMENT ARTICLE III TERM AND TERMINATION 3.1 Term. The term of this Agreement will be twelve (12) months and shall begin on , 2012 and end on , 2013 ("Initial Term") unless sooner terminated in accordance with the provisions of this Agreement; provided, however, that this Agreement shall automatically renew at the end of the Initial Term for successive terms of one (1) year (each a"R.enewal Term"), unless either party provides written notice of termination to the other party as set: forth in Section 3.2 below. 3.2 Termination Without Cause. Either party may terminate this Agreement without cause by giving the other party thirty (30) days advance written notice. 3.3 Immediate Termination. Either Party may terminate this Agreement immediately in the event the other Party fails to remove an excluded individual as required by Section 1.4. ARTICLE V MISCELLANEOUS 4.1 Severabilitv. Each provision of this Agreement is intended to be severable. If any term or provision of this Agreement shall be determined by a court of competent jurisdiction to be illegal or invalid for any reason whatsoever, such provision shall be severed from this Agreement and shall not affect the validity of the remainder of this Agreement. 4.2 Governing Law. The interpretation and enforcement of this Agreement will be governed by the laws of the State of Texas, without regard to any conflicts of law provisions contained therein. 4.3 Force Maieure. The parties shall be excused for failures and delays in the performance of their respective obligations under this Agreement due to any cause beyond the control and without the fault of such party, including without limitation, any act of God, war, terrorism, riot or insurrection, law or regulation, strike, flood, fire, explosion or inability due to any of the aforementioned causes to obtain necessary labor, materials or facilities. This provision shall not, however, release such party from using its best efforts to avoid or remove such cause and such party shall continue performance hereunder with the utmost dispatch whenever such causes are removed. Upon claiming any such excuse or delay for non- performance, such party shall give prompt written notice thereof to the other party, provided that failure to give such notice shall not in any way limit the operation of this provision. 4.4 Remedies: No Waiver. All rights, powers and remedies granted to either party by any particular term of this Agreement are in addition to, and not in limitation of, any rights, powers or remedies which it has under any other term of this Agreement, at common law, in equity, by statute, or otherwise. All such rights powers and remedies may be exercised separately or concurrently, in such order and as often as may be deemed expedient by either party. No delay or omission by either party ta exercise any right, power or remedy shall impair 4424567.5 4 EMS QUALITY AND ACCESS AGREEMENT such right, power or remedy or be construed to be a waiver of or an acquiescence to any breach or default. A waiver by either party of any breach or default hereunder shall not constitute a waiver of any subsequent breach or default. 4.5 Authorization for Agreement. The execution and performance of this Agreement by PRMC and the City have been duly authorized by all necessary laws, resolutions and entity action, and this Agreement constitutes the valid and enforceable obligations of PRMC and the City in accordance with its terms. 4.6 Amendments. Any amendments to this Agreement will be effective only if in writing and signed by PRMC and City. 4.7 Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof. 4.8 Headings. The headings of the Sections and Articles of this Agreement are inserted for convenience of reference only and shall not in any manner affect the construction or meaning of anything herein contained or govern the rights or liabilities of the parties hereto. 4.9 Notices. All notices, requests and communications required or permitted hereunder shall be in writing and shall be sufficiently given and deemed to have been received upon personal delivery or delivery by overnight courier or, if mailed, upon the first to occur of actual receipt or seventy-two (72) hours after being placed in the United States mail, postage prepaid, registered or certified mail, receipt requested, addressed to the parties at the addresses set forth on the signature pages. Notice of a change in address of one of the parties shall be given in writing to the other party as provided above, but shall be effective only upon actual receipt. 4.10 Dutv to Cooperate. The parties acknowledge that the parties' mutual cooperation is critical to the ability of the parties to perform their duties hereunder successfully and efficiently. Accordingly, each party agrees to cooperate with the other fully in formulating and implementing goals and objectives which are in the best interests of the City and PRMC. 4.11 Counterparts. This Agreement may be executed in exact counterparts and when so executed by the parties shall be effective in accordance with the terms hereof. 4424567.5 5 EMS QUALITY AND ACCESS AGREEMENT IN WITNESS WHEREOF, the parties have executed this Agreement below: "PRMC": "City": PARIS REGIONAL MEDICAL CENTER, L.P. Essent PRMC, L.P. By its General Partner (SEAL) (Signature) EHC PRMC, G.P. LLC By: [Name] Chief Executive Officer Address: 820 Clarksville Street Paris, Texas 75460 [CORPORATE SEAL] Address: 4424567.5 6