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Ordinance No. 16,340 (Item 8.d.)ORDINANCE NO. 16,340 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS, AUTHORIZING AND DIRECTING THE CITY MANAGER TO EXECUTE AND THE CITY CLERK TO ATTEST TO A FUNDING AGREEMENT FOR EMERGENCY PROTECTION SERVICES WITH CHAMBERS COUNTY; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS: Section 1: That the City Council of the City of Baytown, Texas, hereby authorizes and directs the City Manager and City Clerk of the City of Baytown to execute and attest to a Funding Agreement for Emergency Protection Services with Chambers County. A copy of said memorandum is attached hereto, marked Exhibit "A" and incorporated herein for all intents and purposes. Section 2: This ordinance shall take effect immediately from and after its passage by the City Council of the City of Baytown. INTRODUCED, READ, and PASSED by the affirmative vote of the City Council of the City of Baytown, this the 1 lth day of December, 2025. ATTEST: ?`',�1r!=! '\ 4=X`9p.,.,w,.os ,f=, ANGE A JACKSON, City Clerk. APPROVED A TO FORM: t SCOTT LFPAOND, City Attorney R .Ordinances and Resolutions -ordinance Drafts 2025-12-11 Ordinance Authorizing Agreement t Provide Emergency Seri ices to Chambers County.docx EXHIBIT "A" FUNDING AGREEMENT THIS FUNDING AGREEMENT (hereinafter "Agreement") is made and entered into as of January 1, 2026, for a period of one (1) calendar year (the "Term"), by and between the County of Chambers, Texas (the "County"), a political subdivision of the State of Texas, and the City of Baytown (the "Provider"). RECITALS: WHEREAS, the County is a political subdivision of the State of Texas governed by a duly elected Commissioners' Court; and WHEREAS, the Provider is a political subdivision of the State of Texas governed by a duly elected Council; and WHEREAS, Chapter 352 of the Texas Local Government Code authorizes the County to provide fire protection to County residents; and WHEREAS, pursuant to Section 352.001 of the Texas Local Government Code, the County desires to enter into this Agreement with the Provider pursuant to which the Provider agrees to provide fire protection to certain residents of the County ("Fire Protection Services") and in exchange the County agrees to provide funds to the Provider. For purposes of this agreement, "Fire Protection Services" shall also include Emergency Medical Services. AGREEMENT: NOW, THEREFORE, in consideration of the premises and of the promises and covenants contained herein, and subject to the conditions hereinafter set forth, the County and the Provider hereby agree as follows: 1. Pursuant to Section 352.001 of the Texas Local Government Code, the County hereby awards, allocates and agrees to pay to Provider the aggregate sum of $400,000.00 to be paid out of the County's general fund or Health Services Sales Tax in consideration of the Fire Protection and Emergency Medical Services provided by Provider in this Agreement. This award and allocation is made for calendar year 2026. There is no agreement, representation or covenant, express or implied, made by the County that it will award any additional funds to the Provider. Additional funds will be awarded to the Provider only if applied for by Provider and approved by the County, which approval may be withheld in the sole discretion of the County. The funds allocated and awarded under this Agreement to the Provider may in the discretion of the County be disbursed in a single lump sum or in semi-annual, quarterly or monthly installments, as determined from time to time in the sole discretion of the County. Prior to making any disbursement of funds, the County may require Provider to furnish to the County such documents and certifications as the County may request to confirm that the Provider is in compliance with the terms and conditions of this Agreement and in compliance with all applicable laws. 2. Provider hereby agrees to provide Fire Protection and Emergency Medical Services to the County to one or more areas located outside the municipalities in the County. The areas to be served by the Provider shall include the following coverage area(s), as more particularly described as Chambers County AOI and shown on Exhibit 1, hereby attached and incorporated by reference. The Fire Protection and Emergency Medical Services to be provided may include, but are not necessarily limited to, fire protection, rescue, hazardous material response services, and emergency medical services. If Provider is unable to provide any of such services, another provider in an adjacent district will be dispatched to assist in providing such services. 3. The Provider agrees that the funds awarded by the County shall be used by the Provider solely for Fire Protection and Emergency Medical Services, which includes use for personnel, equipment, vehicles, radio equipment, building improvements, fire safety education and solely in accordance with the terms and conditions of this Agreement. It is anticipated that all or a portion of the funds awarded to the Provider under this Agreement shall be paid out of the County's collection of the Health Services Taxes. Any funds received from the Health Services Taxes should be used to provide "health services" in the County, as provided under Texas Tax Code § 324.081. The Provider hereby represents and warrants that such funds awarded and received under this Agreement will be used solely to provide "health services" as provided under the Texas Tax Code §324.081, as amended or supplemented, and that the County is hereby relying on such representation and warranty in connection with awarding funding under this Agreement. The Provider agrees that the County shall have the right to audit the Provider's books, records and files to verify and confirm how the funds have been spent upon fifteen (15) days written notice to Provider, which audit shall take at an agreed upon time and place, during normal business hours. The Provider agrees to provide the County with all such other and further information, certifications, documents and records as the County may request from time to time to confirm that the funds are being spent in accordance with this Agreement and so that the County may confirm that the Provider is in compliance with its duties and obligations tinder this Agreement and any applicable laws. The Provider agrees to provide an independent annual "agreed upon procedures" audit by August 31 st for review by The County. The Provider agrees to keep a complete and accurate set of books and financial records, prepared in accordance with sound and recognized business and accounting principles, consistently applied, that fully record and report on the Provider's use of the funds. Such books and records shall be maintained by the Provider at its principal place of business at all times during the term of this Agreement and for a period of at least six years following the termination of this Agreement. The following funding provisions shall apply. (a) Provider will develop specific written policies and procedures to follow for the expenditure of funds. The policies and procedures should clearly identify the process to be followed by designated personnel, eligible personnel reimbursement expenses, documentation that must be provided for all types of expenditures, and the approval process including evidence of approval. (b) Provider will require all individuals that have access to department funds be bonded and have a complete background check on file. (c) All expenditures incurred by the Provider shall be recorded and accounted for in the check register maintained by the department or, if check is not used, documentation must be kept. In all cases, Provider must keep documentation and receipts of all expenditures. (d) Provider shall establish an anti -fraud policy. (e) Provider shall not use funds to provide personal loans to members or to any other person. (f) Provider shall not use funds to repair any vehicle or equipment other than that owned by the Provider's "department". (g) Fuel expenses shall be documented by vehicle. If the Provider furnishes fuel for any member, it must be accomplished by the receipt and reimbursement method. Provider shall not allow Fa members to directly fuel personal vehicles. 4. Provider represents, covenants and warrants as follows: (a) Provider is a Texas municipal government and has full and complete power to enter into this Agreement and to enter into and carry out the transactions contemplated hereby, and to carry out its obligations under this Agreement, and has duly authorized the execution and delivery of this Agreement. The provider agrees to conduct all meetings in accordance with the Texas Open Meetings act. Without limiting the generality of the foregoing, Provider holds all licenses and certificates required by the State of Texas or any other governmental agency to provide Fire Protection and Emergency Medical Services. (b) Provider shall provide the Fire Protection and Emergency Medical Services in compliance with all applicable federal, state and local laws. Provider, at its sole cost and expense, shall ensure that all employees are adequately trained to perform at the requisite levels and standards required by all applicable laws. 5. Provider is and shall be an independent contractor, and subject to the terms of this Agreement, shall have the sole right to supervise, manage, operate, control, and direct the performance of the Fire Protection and Emergency Medical Services incident to its duties and obligations under this Agreement. Nothing contained in this Agreement shall be deemed or construed to create a partnership or joint venture, to create the relationships of an employer employee or principal. --'agent, or to otherwise create any liability for the County whatsoever with respect to the indebtedness, liabilities, and obligations of Provider or any other party. Provider shall be solely responsible for the interviewing, hiring, training, assignment, control, management, compensation, promotion, or termination of Provider's employees. County shall have no obligation to pay or compensate the employees, volunteers or contractors hired by Provider for the Fire Protection and Emergency Medical Services provided for under this Agreement. The duty and obligation to pay or compensate the employees, volunteers or contractors rests solely with Provider. Accordingly, Provider hereby represents and warrants that it will comply with all applicable employment, labor, payment, overtime, and benefit laws that apply to its business. 6. This Agreement shall be for a term of one (1) year (the "Term"). There shall be no automatic renewal of this Agreement and there is no obligation of any kind by the County to renew this Agreement or funding for the Provider. 7. The County shall have the right to terminate this Agreement upon giving 30 days written notice to the Provider in the event of Provider's failure to provide Fire Protection and Emergency Medical Services in compliance with the terms of this Agreement or all applicable laws or in the event the Provider is in breach of any other obligation or covenant made in this Agreement. In the event the County terminates this Agreement, the County shall be released from all further obligations hereunder and any funding for the Provider that had already been approved by the County but not yet disbursed shall be forfeited by the Provider and shall be retained by the County. 8. Provider shall procure and maintain at its cost and expense insurance with reliable insurance, and such insurance will meet the requirements of federal and state regulatory bodies having jurisdiction. Provider shall procure and maintain an insurance policy or policies for: A. Comprehensive General Liability (Bodily Injury and Property Damage) including the 3 following supplemental coverages (a) Contractual Liability to cover liability assumed under this Agreement; (b) Personal Injury Liability with the "employee" and "contractual" exclusions deleted, and (c) Broad Form Property Damage Liability Insurance. The limit of liability for such insurance shall not be less than S 1,000,000.00 per occurrence. B. Automobile Bodily Injury and Property Damage Liability Insurance. Such insurance shall extend to owned and non -owned vehicles used in the performance of this Agreement. The limits of liability of such insurance shall not be less than $1,000,000.00 per occurrence for Bodily Injury and Property Damage. C. Professional Liability Insurance. Such insurance shall extend to all employees, volunteers, contractors, and agents of Provider that render medical services to people under this Agreement. The limits of liability of such insurance shall not be less than S1,000,000.00 per occurrence. In addition, Provider further agrees to cause contractual liability insurance endorsements or policies to be issued to insure Provider's contractual obligations hereunder. Each company issuing an insurance policy pursuant to this Section shall be authorized to transact business in the State of Texas. The Provider shall provide to the County, before commencing any services hereunder, an insurance certificate as proof of the insurance coverage set forth herein. The above insurance policies shall include a requirement that the insurer provide the County with 30 days written notice prior to the effective date of any cancellation or material change of the insurance. The insurance specified above shall name the County as an additional insured with respect to the services (or incidental services) rendered under this Agreement; provide that said insurance is primary coverage with respect to all insureds; contain a Standard Cross Liability Endorsement of Severability of Interest Clause which provides that the insurance applies separately to each insured and that the policies cover claims or suits by one insured against the other; and contain a waiver of subrogation. 9. In the event that any provision of this Agreement shall be held invalid or unenforceable, the validity and enforceability of the remaining provisions of this Agreement shall not in any way be affected thereby. The parties hereto acknowledge that if any provision of this Agreement is determined to be invalid or unenforceable, it is their desire and intention that such provision be reformed and construed in such a manner that it will, to the maximum extent practicable, be deemed to be validated and enforceable. 10. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. 11. This Agreement shall be deemed performable in Chambers County, Texas. Any and all suits for any and every breach of this Agreement shall be instituted and maintained in any court of competent jurisdiction in Chambers County, Texas. 12. No changes to this Agreement shall be made except upon written agreement of both parties. 13. All notices called for or contemplated hereunder shall be in writing and shall be valid when actually received by the party to whom such notice is given if sent via a private courier, such as Federal Express or Airborne, or by telecopy, or by means other than the United States Mail, or on the date when deposited in the United States Mail, postage pre -paid, and sent by Certified Mail, Return Receipt Requested and addressed to the party as herein specified below: El (a) Notices to the County shall be delivered or sent as follows: Office of the Chambers County Judge Chambers County Courthouse P.O. Box 939 Anahuac, Texas 77514 (b) Notices to Provider shall be delivered or sent as follows: City of Baytown 2401 Market Street Baytown, TX 77521 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. CHAMBERS COUNTY, TEXAS PROVIDER Sign: _ Print Name: Cit. of f Ba3qown County Judge ATTEST: County Clerk (COUNTY SEAL) Sign: Title: Cit. Manager 5