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R-1104 - 06/14/2011 - AGREEMENT - ResolutionsRESOLUTION 2011- AG -EXI -R -1104 A RESOLUTION APPROVING AND AUTHORIZING THE EXECUTION OF AN AGREEMENT BETWEEN THE VILLAGE OF OAK BROOK AND PARAMEDIC SERVICES OF ILLINOIS, INC. WHEREAS, since 1989 the Village has been in partnership with Paramedic Services of Illinois, Inc. (PSI) for the provision of contractual paramedic services to supplement the full -time firefighter /paramedics of the Oak Brook Fire Department; and WHEREAS, the last Agreement with PSI has been in force since September 1, 2008 and will expire on August 31, 2011; and WHEREAS, the President and Board of Trustees have determined that it is in the best interests of the Village to approve and authorize the execution of an Agreement with PSI for services from September 1, 2011 through August 31, 2014. NOW THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF OAK BROOK, DU PAGE AND COOK COUNTIES, ILLINOIS as follows: Section 1: Recitals. The foregoing recitals are hereby incorporated into, and made a part of, this Resolution as the findings of the President and Board of Trustees of the Village of Oak Brook. Section 2: Approval of the Agreement. The President and Board of Trustees hereby approve the Agreement between the Village and PSI in a form substantially the same attached to this Resolution as Exhibit A and in final form acceptable to the Village Manager and the Village Attorney. Section 3: Authorization and Execution of the Agreement. The Village President and Village Clerk shall be, and hereby are, authorized to execute the final Agreement on behalf of the Village. Section 4: Effective Date. This Resolution shall be in full force and effect upon passage and approval in the manner provided by law. APPROVED THIS 141" day of June, 2011. l Gopal G. Lalmalani Village President PASSED THIS 141" day of June, 2011. Ayes: Trustees Aktipis, Manzo, Moy, Wolin, Yusuf and Zannis Resolution 2011- AG -EXI -R -1102 Approving the Execution of PSI Agreement Page 2 of 8 ATTEST: Charlotte K. Pruss Village Clerk EXHIBIT A AGREEMENT Resolution 2011- AG -EXI -R -1102 Approving the Execution of PSI Agreement Page 4 of 8 AGREEMENT BETWEEN THE VILLAGE OF OAK BROOK, ILLINOIS AND PARAMEDIC SERVICES OF ILLINOIS, INC. THIS AGREEMENT is entered into this 1st day of September 2011, between the VILLAGE OF OAK BROOK, ILLINOIS, a municipal corporation (hereinafter referred to as "VILLAGE ") and PARAMEDIC SERVICES OF ILLINOIS, INC., an Illinois corporation (hereinafter referred to as "PSI "). In consideration of the covenants and agreements contained herein, together with good and valuable consideration, the receipt and sufficiency of which is acknowledged, the VILLAGE and PSI agree as follows: 1. OBLIGATIONS OF PSI: PSI shall furnish five licensed firefighter /paramedics ( "PSI Employees ") to the VILLAGE. PSI Employees will be required to work the same 24/48 - hour shift schedule as firefighter /paramedics employed by the Village of Oak Brook Fire Department. Prior to being assigned to the 24/48 hour shift, all new PSI Employees shall become acclimated to service in the Oak Brook Fire Department by serving a minimum of five (5) eight (8) hour shifts, as directed by the Village's Fire Chief ( "Fire Chief'). The VILLAGE will reimburse PSI for any additional salary expense incurred during this acclimation period. The Fire Chief, or his designee, shall assign all PSI Employees to work shifts consistent with the needs of the VILLAGE. 2. PARAMEDIC LICENSE: All PSI Employees shall, at all times, be licensed as paramedics by the State of Illinois and shall be approved to work within the Good Samaritan Hospital Emergency Medical Services System. Proof of these credentials must be submitted to the Fire Chief prior to initial service to the VILLAGE. All PSI Employees shall continue their professional training and education to maintain the aforesaid requirements. Such training and education shall be at the sole expense of PSI and shall not be restricted to compliance solely during regular tours of duty. PSI shall use all reasonable effort to provide the VILLAGE with PSI Employees with at least two (2) years experience as a licensed paramedic. 3. FIREFIGHTER CERTIFICATION: All PSI Employees assigned to the VILLAGE shall be State of Illinois Certified Firefighter II according to the criteria established by the Office of the Illinois State Fire Marshal's Division of Personnel Standards and Education. Proof of these credentials must be submitted to the Fire Chief prior to initial services to the VILLAGE. PSI shall use all reasonable effort to provide the VILLAGE with PSI Employees with at least two (2) years experience as a Firefighter II. 4. ADDITIONAL PARAMEDIC CERTIFICATIONS: A. If any PSI Employee has additional paramedic certification levels or achievements, these additional credentials shall also be submitted to the Fire Chief prior to initial service to the VILLAGE. PSI Employees may be required by the Fire Chief to participate in continuing education, which may be held in the VILLAGE fire stations by the Good Samaritan EMS System. The cost of any off duty continuing education /testing that is required by the Fire Chief shall be included in PSI's monthly statement to the Village. PSI Employees assigned to the VILLAGE may actively pursue the following certifications, if approved by the Fire Chief. All costs approved by the Fire Chief for said training, including tuition and personnel costs, shall be included in PSI's monthly statement to the Village. • Advanced Cardiac Life Support • Pediatric Advanced Life Support • Pre - hospital Trauma Life Support B. If the PSI Employee has additional firefighter certification levels or achievements, these additional credentials shall be submitted to the Fire Chief prior to initial Resolution 2011- AG -EXI -R -1102 Approving the Execution of PSI Agreement Page 5 of 8 service to the VILLAGE. PSI Employees assigned to the VILLAGE may be required to actively pursue the following certifications, as directed by the Fire Chief. All costs for said training, including tuition and personnel costs, shall be included in PSI's monthly statement to the Village. Hazardous Materials Operations • Confined Space/Trench Awareness C. PSI Employees assigned to the Village shall have, or obtain, a State of Illinois class "B" driver's license, issued from the Office of the Secretary of State, with the assistance of the VILLAGE'S training division, as soon as practical. Any additional salary expense or fees incurred as a result of a PSI Employee's acquisition of a class "B" driver's license, shall be paid by PSI. 5. REPLACEMENT PERSONNEL: In the event of any absence of any PSI Employee, for any reason, PSI shall provide, at its own expense, a similarly - qualified replacement, approved by the Fire Chief, to fulfill the assigned duties of the regularly scheduled PSI Employee. 6. SUPERVISOR: One (1) of the PSI Employees assigned to the VILLAGE, shall be designated PSI's Supervisor. This Supervisor shall be responsible for the coordination of all PSI Employees' activities, and will serve as a liaison between PSI and the VILLAGE, and /or the Fire Department of the VILLAGE. SELECTION OF PSI EMPLOYEES: The Fire Chief, prior to placement, shall approve all PSI Employees. Additionally, each PSI Employee shall have successfully completed a thorough background investigation, physical, and drug screen. In the event of a vacancy, or, if additional personnel are requested by the VILLAGE, PSI shall furnish the resume(s) of the candidate(s) PSI recommends to fill the vacancy to the Fire Chief. If any PSI Employee terminates his /her employment with PSI, or transfers to another municipality, PSI shall provide the VILLAGE with fourteen (14) days prior notice, whenever possible. Thereafter, the VILLAGE shall select a replacement PSI Employee pursuant to the foregoing procedures. 8. CHAIN OF COMMAND: Each PSI Employee shall accept direction from the VILLAGE, Fire Chief, or from such other officer(s) of the Fire Department of the VILLAGE, as the Fire Chief designates. Each PSI Employee shall be subject to, and abide by, all regulations, rules, ordinances, procedures and codes established, and in effect, by the VILLAGE, the Fire Department, the State of Illinois Department of Public Health, the Illinois State Fire Marshal's office, or any other governmental unit applicable to the operation of a paramedic program and ambulance service. Each PSI Employee shall abide by all provisions of the ethics ordinance of the VILLAGE. The Fire Chief of the VILLAGE may request that PSI remove from service to the VILLAGE any PSI Employee, for any reason, upon fourteen (14) days prior written notice to PSI, or less in the event there is a significant safety or security issue, as determined by the Fire Chief. In the event of a termination at the request of the VILLAGE, the VILLAGE shall select a replacement PSI Employee pursuant to the procedures recited in Paragraph 7 of this Agreement. 9. STATUS OF PSI AND ITS PARAMEDICS: PSI agrees that it is a separate and independent enterprise from the VILLAGE, that it has a full opportunity to find other business, that it has made its own investment in its business, that no joint employment, agency or partnership relationship is created by this agreement, and that the VILLAGE will not be liable for any obligation incurred by PSI. PSI and the VILLAGE agree that this agreement does not create an employer - employee relationship between PSI or PSI Employees and the VILLAGE. PSI shall be deemed to bean independent contractor for all purposes, and all PSI Employees provided to the VILLAGE pursuant to this Resolution 2011- AG -EXI -R -1102 Approving the Execution of PSI Agreement Page 6 of 8 agreement, are employees of PSI and are not employees of the VILLAGE. PSI shall be responsible for the payment of all wages, salaries, overtime pay, holiday pay, sick pay, vacation pay, federal and state withholding, including FICA, health, accident and life insurance, pension or profit sharing contributions, unemployment insurance, Workers' Compensation insurance, and any other obligations or benefits required by, and in accordance with, state or federal laws, including the Fair Labor Standards Act, the Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the Internal Revenue Code, the Illinois Workers' Compensation Act, and the Illinois Unemployment Insurance Act, and shall indemnify and hold the Village harmless from any and all claims, demands, judgments and awards for such items. PSI shall have the sole obligation to make or cause to be made payments which may be due for claims under the Workers' Compensation Act, and expressly waives any right to recover from the VILLAGE for any such claims, attorneys' fees, expenses, or other costs on account of any injury or workers' compensation claim made by any PSI Employee providing services under this agreement. 10. DUTY ASSIGNMENTS: PSI Employees shall be capable of performing the duties set forth in the Firefighter /Paramedic Job Description of the VILLAGE, hereby attached as Exhibit "A ", and shall perform those duties along with other duties assigned from time to time by the Chief providing such other duties are within their capabilities. 11. OPTIONAL DUTY ASSIGNMENTS: A. In the event coverage cannot be found to work a special or regular duty assignment by VILLAGE employees, PSI Employees will have the option to provide this coverage, at the discretion of the Fire Chief. PSI shall then invoice the VILLAGE for the additional time at an hourly rate that will be determined by the prevailing, average over- time rate, plus costs. 12. PHYSICALS: PSI Employees assigned to the VILLAGE shall receive and pass all OSHA - required evaluations and SCBA Mask Fit test annually. PSI shall pay any costs for these evaluations /tests. 13. DRUG TESTING: PSI Employees shall also participate in a random drug /alcohol- screening program that includes randomly testing up to two PSI Employees, assigned to the VILLAGE, per year. Where there is reasonable suspicion to believe that a PSI Employee is either impaired due to being under the influence of drugs or alcohol while on duty, or the PSI Employee is involved in an on -duty accident, or is arrested for illegal activity, whether on or off duty, or commits a serious rule violation, that PSI Employee may also be required to submit to testing. The drug tests shall include a ten -panel screen with cut -off levels established by the Village. PSI shall pay any costs for these evaluations /tests. 14. UNIFORMS: PSI shall furnish and provide each PSI Employee with sufficient uniforms and approved fire gear, as specified and directed by the Fire Chief. 15. HOUSING: The VILLAGE shall allow PSI Employees to utilize the VILLAGE Fire Station facilities (i.e. kitchen, day room, sleeping quarters). 16. EQUIPMENT AND VEHICLES: The VILLAGE shall provide fully equipped (including all telemetry equipment) mobile intensive care ambulances as specified by the Good Samaritan Hospital EMS System. All costs of emergency vehicle operation and emergency vehicle maintenance shall be borne by the VILLAGE. In the event any of the aforesaid equipment or vehicles is damaged as a result of the negligence, and /or intentional misconduct of PSI Employees, the VILLAGE shall be responsible for repairing Resolution 2011- AG -EXI -R -1102 Approving the Execution of PSI Agreement Page 7 of 8 or replacing the equipment and /or vehicles at PSI's reasonable, and agreed upon, expense. In this event, the VILLAGE shall furnish at PSI's expense, at its discretion, a substitute vehicle and /or equipment while the vehicle /equipment is not operational. 17. SERVICE AREA: PSI Employees shall provide all services within the corporate limits of the VILLAGE and areas outside the corporate limits served by the VILLAGE Fire Department. Additionally, PSI Employees shall provide all service within the corporate limits of any municipality, which has entered into mutual aid agreements with the VILLAGE, when so designated by the VILLAGE Fire Chief. 18. COMPENSATION: The VILLAGE shall pay to PSI the following compensation for services rendered: A. For the time period September 1, 2011 through August 31, 2012, the sum of $405,321.90 or $33,776.83 per month shall be paid. B. For the time period September 1, 2012 through August 31, 2013 and again for the time period September 1, 2013 through August 31, 2014, PSI's yearly compensation for services rendered will be evaluated and adjusted to a mutually agreed upon rate based upon the cost of PSI's employee benefits and operational costs. C. Each monthly fee shall be payable no later than the fifteenth (le) day of the month following each full month of service. 19. INSURANCE AND INDEMNIFICATION: A. PSI shall indemnify, hold harmless, and defend the VILLAGE from any and all claims, demands, causes of action, suits, judgments and awards, together with attorney's fees incurred by the VILLAGE as a result of any injury to or death of persons, damage to property, or civil and /or constitutional infringement of rights (specifically including violations of the Federal Civil Rights Statutes), arising indirectly or directly, in connection with, or under, or as a result of this agreement, and caused solely by virtue of any act or omission of any PSI Employee, officer, and /or agent. B. VILLAGE shall indemnify, hold harmless, and defend PSI from any and all claims, demands causes of action, suits, judgments and awards, together with attorney's fees incurred by PSI as a result of any injury to or death of persons, damage to property, or civil and /or constitutional infringement of rights (specifically including violations of the Federal Civil Rights Statutes), arising indirectly or directly, in connection with, or under, or as a result of this agreement, and caused solely by virtue of any act or omission of any VILLAGE employee, officer, and /or agent. C. PSI shall, at all times during the term of this agreement, maintain health and life insurance, unemployment insurance, workers' compensation insurance, and comprehensive liability insurance, insuring it and PSI Employees. The comprehensive general insurance shall contain not less than two million dollars ($2,000,000) combined comprehensive general liability coverage, two million dollars ($2,000,000) malpractice and workers' compensation insurance coverage. It is further agreed that if any of PSI's insurance renewal premiums exceed 10% annually. PSI shall be given the opportunity to approach the VILLAGE to request additional compensation to defer said increase. PSI shall provide the supporting documentation for the need of said increase, and the Village may determine in its sole discretion whether to provide such additional compensation. A copy of the celtificate(s) of insurance shall be furnished to the VILLAGE annually. Such insurance shall name the Village of Oak Brook and its, elected official, officers, and employees as additional insured. 21. TERM OF AGREEMENT: This agreement shall be effective from September 1, 2011 through August 31, 2014. 22. CANCELLATION: The parties agree that each may, at any time, cancel this agreement without penalty and without cause, upon giving the other three (3) months written notice of such intent. 23. ADDITIONAL PERSONNEL: VILLAGE may add additional PSI Employees at any time during the duration of the contract. The cost of the PSI Employees will reflect the current year contract price per person. 24. COMPLIANCE WITH LAWS: The parties hereto agree to comply with the rules and regulations of the Health Insurance Portability and Accountability Act, Illinois Freedom of Information Act, and all other applicable federal, state and local laws. 25. NOTICE: All notices required to be given pursuant to this Agreement shall be given in writing and shall be either personally delivered to the VILLAGE or PSI or mailed by certified or registered mail, return receipt requested, as follows: PARAMEDIC SERVICES OF ILLINOIS, INC. 9815 W. LAWRENCE AVE. SCHILLER PARK, IL 60176 VILLAGE OF OAK BROOK, ILLINOIS C/O VILLAGE MANAGER 1200 OAK BROOK ROAD OAK BROOK, IL 60523 CC: FIRE CHIEF 26. BINDING EFFECT: This agreement shall be binding upon the VILLAGE, PSI, their successors and assigns. VILLAGE OF OAK BROOK, An Illinois Municipal Corporation BY: VILLAGE PRESIDENT PARAMEDIC SERVICES OF ILLINOIS, INC. L. BY: PRESIDENT