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R-2016-120 2016-07-11RESOLUTION NO. R2016-120 A Resolution of the City Council of the City of Pearland, Texas, awarding a bid for Fire Department Dispatch Services to Cypress Creek EMS, in the estimated amount of $425,000 for the period of December 16, 2016 through December 15, 2017. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS: Section 1. That the City solicited bids for Fire Department dispatch services, and such bids have been reviewed and tabulated. Section 2. That the City Council hereby awards the bid to Cypress Creek EMS, in the estimated amount of $425,000.00. Section 3. The City Manager or his designee is hereby authorized to execute a contract for fire department dispatch services. PASSED, APPROVED and ADOPTED this the 11th day of July, A.D., 2016. ATTEST: UNG RFING, ITY SE ETARY APPROVED AS TO FORM: DARRIN M. COKER CITY ATTORNEY TOM REID MAYOR :`‘<(? �o''le Resolution No. R2016-120 SUBSCRIBER AGREEMENT CYPRESS ACREER MON This Agreement between Cypress Creek Emergency Medical Services ("CCEMS") and City of Pearland Fire Department (also referred to herein as the "Subscribing Member") for the provision of Emergency Communication Services is signed and entered into on this the 13th day of July, 2016. In consideration of the mutual promises contained in the Agreement, the parties agree as follows: 1. SERVICES PROVIDED CCEMS will provide Emergency Communication Services through its Emergency Communications Center ("Comm Center"). The Comm Center will receive emergency and non -emergency communications directed to the Subscribing Member and will dispatch the Subscribing Member's personnel and equipment, by appropriate means, within the Subscribing Member's geographic area in response to such communications (the "Services"). These Services will be provided twenty-four (24) hours a day, seven days a week, fifty-two weeks a year, for the duration of this Agreement, without interruption for any reason, including natural disaster; with the following exceptions; (1) A compromise in the structural integrity of the building materially impairing the ability to deliver the service, (2) a fatal infrastructure failure from whatever cause, (3) a material decrease in CCEMS' funding by an outside agency or (4) force majeure. CCEMS will develop redundancy of systems to insure non -interruption of the Services in the event one system is disabled. The Services will be of the same quality and performed by the same personnel as are CCEMS' own Emergency Communication Services. All personnel will be trained to meet or exceed CCEMS' standards of competency and professionalism. CCEMS will abide by all applicable laws, rules and regulations to the best of their ability. CCEMS will continue to enhance Services provided with updated technology and updated protocols to reflect best practices in the industry. 2. COMPENSATION/FUNDING • The initial term of the Agreement is three (3) years. In addition to the charges per call described below, the base fee for CCEMS' dispatch services is $2,000 as a First Station Base Fee, paid annually, and $500 for each additional station, also paid annually. If, in the sole and exclusive judgment of CCEMS' Executive Director or his/her designee, the Subscribing Member, performs competently, consistently, effectively and timely, as an Automatic Aid First Responder to CCEMS' medical calls, then the base fee will be reduced by 25%. If, in the sole and exclusive judgment of CCEMS' Executive Director or his/her designee, the Subscribing Member further performs competently, consistently, effectively and timely as a Mutual Aid Agency to CCEMS medical calls, then the base fee will reduce by an additional 25%. Evaluation of the Subscribing Member's performance as an Automatic Aid First Responder or Mutual Aid Agency will be made 30 days after the first year in which the Subscribing Member performs under this Agreement. Any reduction in Base Fee will be either remitted by CCEMS within thirty (30) days of determining satisfactory performance or will be waived for the next year of this Agreement, as determined solely and exclusively by CCEMS' Executive Director or his/her designee. In no event shall any waiver or refund of the Base Fee exceed 100% of such amount paid by a Subscribing Member, regardless of whether that Member functions both as an Automatic Aid First Responder or a Mutual Aid Agency. Each renewal of this Agreement is subject to the base fee as adjusted by agreement of the parties. In addition, the Subscribing Member will pay a Dispatch Service Fee of Twenty One Dollars ($21.00) for each FIRE/RESCUE call dispatched by CCEMS for the Subscribing Member, $9.00 for each AUTOMATIC FIRE/MEDICAL ALARM dispatch and $5.00 for each EMS assist outside of CCEMS' Service Territory. The Base Fee is due upon the execution of this Agreement. Ongoing charges for Dispatch Service Fees will be billed on February 1' and due on February 28th of the year immediately following the year of service. Extensions may be requested from CCEMS and approved by the Executive Director. All calls are chargeable to the Subscribing Member, except (1) medical emergencies within the response territory of CCEMS, and (2) calls for service to motor vehicle accidents involving medical aid only, as EMS assist services. Whether a dispatch falls within either of these two categories will be determined by CCEMS in its sole and exclusive discretion. If the Subscribing Member also runs its own ambulance service that Member's EMS calls will be charged at $21.00 per call. • CCEMS may create additional compensation/funding rules dependent on the specialized needs of non- standard fire/EMS agencies. • A Technology Fee will be annually assessed to all Comm Center users in the amount of $3,000 per year invoiced and payable initially upon the execution of this contract and thereafter during February of each calendar year. The purpose of the technology fee is to first fund the fiber optic line to TranStar and then to assist in funding further technological improvements that benefits all users. This fee may be removed under recommendation of the UAB but CCEMS has the sole authority to continue the fee as deemed necessary. If at any time the technology fee is deemed unnecessary, or if an agency is financially incapable of contributing to the technology fee, a motion may be set forth and voted on by the UAB. 3. RENEWAL This Agreement will renew automatically for successive one (1) year periods unless either party provides written notice of termination to the other at least three (3) months prior to the next successive anniversary date. CCEMS agrees to provide written notice of any proposed fee increase at least six (6) months prior to the anniversary date on which such increases would go into effect. Any agency may voluntarily remove themselves from the services of CCEMS Comm Center at any time with a minimum of a 30 day notice; however such termination shall be effective only when all sums due and own CCEMS by the Subscribing Member have been paid in full. Any early termination by a Subscribing Member constitutes a waiver of CCEMS' discretionary right to refund any or all Base Fees. An Administrative Termination Fee of $1000.00 will also be charged and will be due and owing upon early termination. 4. USER ADVISORY BOARD The City of Pearland Fire Department may appoint one member to the User Advisory Board. An annual update will be given by UAB members and as necessary identifying their specific representative. The purposes and authority of the User Advisory Board are as follows: A. A User Advisory Board was established to provide an opportunity for all Subscribing Members to monitor the staffing, equipment and physical facilities of Comm -Center that may affect the ability of user agencies to achieve their unique fire department needs or their other specialized missions The purpose of the User Advisory Board will be to observe that appropriate agency and other specialized agency protocols are established and used in the Comm -Center, to offer suggestions for hiring, orientation and training standards for the Comm -Center staff, to advise the Executive Director of CCEMS regarding the specialized needs of participating agencies or other user agencies, and to act as a quality review advisory committee for all user agencies, customers and contractors of Comm -Center. B. The User Advisory Board will act as a consultant to the CCEMS Board of Directors in matters relating to expansion of the user base, solely in order to promote continuation of quality service to all Subscribing Members. Any proposed additional agency users of the Comm Center are to be discussed (after appropriate vetting) at a UAB meeting to obtain feedback on the potential impact to existing users. C. Each Subscribing Member will appoint one individual representative to the User Advisory Board. The Director of the Comm -Center will serve as the permanent chairperson of the User Advisory Board, which will develop its own operating protocols. The User Advisory Board's primary objective will be to assess whether the operating needs and concerns of user agencies are handled promptly and objectively and to facilitate communication between CCEMS and the Subscribing Members. D. The User Advisory Board will serve in an advisory and consultative capacity only with respect to matters affecting Comm -Center operations. Sole and exclusive authority and responsibility for Comm - Center management, its staff and physical resources rests with CCEMS, its Executive Director and its Board of Directors. E. The User Advisory Board will operate voluntary task forces to develop proposals regarding possible radio frequency shifts and capital acquisitions that may be necessary to maintain superior levels of emergency communication services consistent with the needs of the user agencies. F. The UAB may reject the addition of other agencies as UAB members by an 80% majority vote of all current UAB members. 5. SUBSCRIBING MEMBER DEFAULT Payment of all fees not collected upon the execution of this Agreement by a Subscribing Member shall be due and payable within twenty eight (28) days of invoicing to the Subscribing Member. Failure to pay within the twenty eight (28) day period is an event of default. Upon notice to the Subscribing Member of such event of default, the Subscribing Member shall cure such default within fifteen (15) days. Failure to cure such default will result in the automatic and immediate termination of Services by CCEMS under this Agreement and will simultaneously cause all other sums due and owing, or which are work in process, to then become due and owing. The rate of interest on past due accounts and any other sum owed to CCEMS is twelve (12) percent. Upon the full and complete payment of all sums due and owing under the Agreement, CCEMS may, but is not obliged to, resume Services under this Agreement. As a condition of resumption of Services, CCEMS may require a deposit not to exceed the total annual (or annualized) charges paid by the Member the preceding year. Under no circumstance is CCEMS obligated to resume Services to a defaulting Member regardless of whether said Member pays its account in full. Any decision by CCEMS to decline a resumption of Services shall in no way act as a waiver or obstacle to CCEMS' right to recover sums due and owing through and including the date of default. 6. CCEMS' AND SUBSCRIBING MEMBER OBLIGATIONS CCEMS and each Subscribing Member will maintain in full force and effect liability insurance in the amount of $1,000,000.00 or at least an amount sufficient to satisfy a judgment against it up to and including the limits of its statutory liability. CCEMS will be deemed in default herein should it cease, due to its own negligence, to staff and operate the physical facilities necessary to perform its obligations hereunder. CCEMS and the City of Pearland Fire Department will indemnify and hold each other harmless for any and all claims arising out of their respective acts of negligence, but not otherwise. CCEMS will maintain all records required by law and will permit examination and dissemination of said record only in accordance with law or a subpoena issues pursuant to law. 7. The City of Pearland Fire Department retains ownership of any equipment it lends or furnishes to CCEMS in furtherance of this Agreement. 8. GOVERNING LAWS The obligations of CCEMS and City of Pearland Fire Department shall be construed and enforced in accordance with the laws of the State of Texas. Venue of any claim, suit or dispute arising under this Agreement shall be in Harris County exclusively. The prevailing party in any dispute, claim or suit arising hereunder shall recover its reasonable attorney's fees and expenses of litigation, the reasonableness and necessity of which shall be determined by the Court and not by a jury, all partics hereto expressly agreeing to waive their right to trial by jury on the issue 9. ENTIRE AGREEMENT This Agreement and any amendments thereto, contain the entire agreement between CCEMS and the City of Pearland Fire Department for emergency communication services. No variations, modifications, or changes shall be binding upon any Subscribing Member of CCEMS unless it is in writing, signed by both parties, and approved by the Board of Directors of CCEMS. Executed at Spring, Texas, on July 13, 2016 Cypress C EmergenServices By: (Signature By: 46-0 ! ^ 6,114,v6 (Printed name and titli of person signing as authorized representative) SUBSCBER By: By: y ea r5 DA! (fil at�d�riz� o4 r (Printed name and title of person signing as represen ve) CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1 Complete Nos. 1 - 4 and 6 if there are interested parties. Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. OFFICE USE ONLY CERTIFICATION OF FILING Certificate Number: 2016-83863 Date Filed: 07/13/2016 Date Acknowledged: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. Cypress Creek EMS Spring, TX United States 2 Name of governmental entity or state agency that is a party to the contract for which the form is being filed. City of Pearland 3 Provide the Identification number used by the governmental entity or state agency to track or Identify the contract, and provide a description of the services, goods, or other property to be provided under the contract. R201.6-120 911 Communications and Dispatch Services 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling Intcrrnediary Smith, Niky Spring. TX United States X 5 Check only if there is NO Interested Party. II 6 AFFIDAVIT I swear, or affirm, under penalty of perjury, that the above disclosure is true and correct, tSignat . • authorized agent of contracting business entity AFFIX NOTARY STAMP / SEAL ABOVF ` Swornto and subscribed before me, by the said this the 1 day of �. _ 20 110 , to certify which, witness my hand and seal of tice. • .. . SARSARA L UGHTSEY Al NOTARY PUSUC Il f STATE OF TEXAS • •nature of officer administering oEil ted name of officer administering . h 1`tfilt"r2•rtji Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.1021