Emergency Medical Records Shared Software IGA

INTERGOVERNMENTAL AGREEMENT
BETWEEN THE CITY OF SURPRISE AND
THE CITY OF EL MIRAGE
FOR SHARING FIRE-MEDICAL RECORD SOFTWARE

This Intergovernmental Agreement (“Agreement”) is entered into this Lv day of

‘ Tune 2 _- 2020 (“the “Effective Date”) by and between the City of Surprise. Arizona
(“Surprise”) and the City of El Mirage. Arizona (“El Mirage”). Surprise and El Mirage are
herein each referred to as a “Party” and jointly referred to as “the Parties.”

Pursuant to Arizona Revised Statutes (“A.R.S.”) Title 11, Chapter 7. Article 3. the City of
Surprise and City of El Mirage are authorized to enter into intergovernmental agreements with
other governmental agencies, and the Mayor of the City or the City Manager is authorized and
empowered by law to execute such agreements.

AGREEMENT

1. Effective date/Duration. Agreement shall become effective upon the execution of at
least threc (3) originals by the parties hercto. and upon one (1) origmal being filed with the
respective City Clerks. The initial term of this Agreement shall be from the effective date
through midnight on June 30, 2020. and shall renew itself annually upon the first day of July of
each year if El Mirage provides Surprise written notice, no later than May 30. of its mtent to
continue.

2. Purpose and Intent. Surprise uses the Image Trend records management system
("RMS") for documenting response to, and service delivered upon. fire-medical and ambulance
calls. E] Mirage desires to use the same system because of system design and because partnering
with Surprise will provide a significant cost savings as compared to cstablishing its own system
mside the Image Trend environment. Over and above that, both of the Parties are members of
the Automatic Aid System That membership results in the Parties taking calls and providing
services withn the other Party's jurisdiction ona regular basis, knowing that the next call and
provision of service to a particular location may be handled by the other Party. Therefore, to
provide residents of both E] Mirage and Surprise, as well as the Parties’ employees and
volunteers, the most up-to-date and comprehensive information possible and as economically as
possible, the Parties are entermg into this Agreement with the intent of operating under the same
system as separate agencies for the purposes of the RMS, subject to the provisions of this
Agreement.

3. Ownership of RMS Subscription. Surprise will continue to own and contro! the
administrative sottware options for the RMS having sole system administrator authority.

IGA Surprise Fire Medical Record Software

4 Ownership of Data. The data in the system will be owned by the Party that enters the
data nto RMS. However, it is the intent of the Parties that this Agreement provide for the
cooperative use of data entered into the RMS, subject to legal mandates and privacy restrictions.

5. Costs and Maintenance. El Mirage will be responsible for all costs associated with El
Mirage’s transition into the Surprise system iside the Image Trend environment. In the future,
Image Trend will independently bill each Party that Party’s share of the costs and maintenance
associated with the RMS. Each Party shall be responsible for any hardware or equipment costs
for that Party’s usage of the RMS.

6. On-going Operations. Surprise shall pay for all personneVsystem administrator costs
associated with the Parties using the RMS for the first year. Thercafter, the Parties shall agree as
to the amount, if any. of El Mirage’s contribution to those personnel costs and whether such
contribution takes the form of a monetary reimbursement or the provision of personnel, or a
combimation of both Optimally such agreement will occur in time for both Parties to inchide
such contribution within their respective budgets for the following fiscal year, if necessary.

7. Termination. Either party. upon thirty days’ notice of a material default in performance
to the other, and failure of the defaulting party to remedy such default within the thirty days’
note period, may terminate this contract without further obligation or penalty.

8. Hold Harmless and Indemnification. Each Party agrees that it will be responsible for
any lability or loss that may be incurred as a result of any chim, demand, cost. or judgment
made against that party to the extent arising from any negligent. reckless. or intentional act or
omission by any of that party's employees. agents. or servants in connection with work or
responsibilities performed pursuant to this Agreement.

8.1 Each Party (an “Indemnitor™) shall indemnify. hold harmless, and defend the
other party (the “Indemnified Parties”) agaist all claims and lawsuits resulting
from any claim, demand, cost, or judgment made against the Indemnified Party to
the extent arising ffom any negligent, reckless, or intentional act or omission by
any of the Indemnitor’s employees. agents. or servants m connection with work or
responsibilities performed pursuant to this Agreement.

8.2 In the event of any lawsuit that names the Parties as a defendant (“Defendant
Party” or “Defendant Parties”) the Defendant Parties shall seek to secure an
allocation of comparative negligence among themselves where appropmate and
each Defendant Party shall provide contribution to cach other Defendant Party to
the extent of the comparative allocation.

8.3 The Parties further agree that they are not joint employers tor the purpose of
workers compensation coverage and that any Party's employee assigned by a
Party to do work under this agreement shall remain an employee of such Party.

9. Insurance. Each party, at its cost, shall mamtain comprehensive gencral lability

msurance with limits of not less than $1,000,000 per occurrence, insuring against all liability of
said party and its authorized representatives. Said insurance shall inclide broad form contractual
lability covering, without limitation, the liability assumed under the indemnification provisions

IGA Surprise Fire Medical Record Software

of this Agrecment. Ifthe policy is to be written with an anmual aggrcgate limit. that limit shall be
not less than $2,000,000. Comprehensive general lability shall name the other party to this
Agreement as an additional msured. All msurance policies shall provide that the policies cannot
be cancelled, not renewed, nor limited in scope of coverage or limits until and unless thirty (30)
calendar days prior notice is given to the other party. The parties’ obligations with respect to the
msurance specified in this Section may be satisfied by the existence ofa self-insurance program
containing the same coverage and elements specified herein with respect to third party insurance.

9.1 The Parties shall be fully responsible for any workers’ compensation
claims made by an individual determined to be an employee of that Party and
assigned by the particular Party.

10. Immigration. A.R.S. § 41-4401 —The parties understand and acknowledge the
applicability of the Immigration Reform and Control Act of 1986 (IRCA). Each party agrees to
comply with the IRCA in performing under this Agreement and to permit inspection of its
personnel records to verify such compliance.

11. Notices. Any notice provided for in this Agreement shall be in writing and delivered in
person, or sent by registered or certified mail, postage prepaid, to:

If to El Mirage: If to Surprise:

City Manager City Manager

City of El Mirage City of Surprise

12145 NW Grand Avenue 16000 N. Civic Center Plaza
El Mirage, AZ 85335 Surprise. AZ 85374

or such other addresses as each party may notify one another im writing.

12. Governing Law. The terms, conditions, and provisions of this Agreement shall be
governed by and construed in accordance with the laws of the State of Arizona.

13. Authority and Responsibility. This Agrecment shall not be construed to imply
authority to perform any tasks, or accept any responsibility not expressly set forth herein. This
Agreement shall be strictly construed against the creation of a duty or responsibility unless the
intention to do so is clearly and unambiguously set forth herein.

14. Assignment. Neither Party will assign this Agreement or the rights and privileges
herein, in whole or in part.

15. No Third Party Beneficiaries. Nothing in the provisions of this Agreement is intended
to create duties or obligations to, or rights in, third parties not parties to this Agreement.

16. Counterparts. This Agreement may be executed in any number of separate
counterparts, each of which when executed and delivered shall be deemed an original. and all
such counterparts shall together constitute one original Agreement. All signatures need not be
on the same counterpart.

IGA Surprise Fire Medical Record Software

17. Conflicts of Interest. The parties hereto acknowledge that this agreement is subject to
cancellation pursuant to the provisions of Section 38-511, Arizona Revised Statutes.

18. Termination or Non-Renewal. If this Agreement ends due to non-renewal pursuant to
either Section 1 (Effective Date/Duration) or ends due to termination pursuant to Section 7
(Termmation), the Parties agree to meet and take such actions as are necessary when El Mirage
withdraws from RMS. Such withdrawal will minimally provide for the legal and privacy
protections necessary for the data in the RMS system which is impacted by such withdrawal In
that event, each Party shall be responsible for any data extraction costs generated by such action
and neither Party shall be responsible to the other Party for any cost associated with data
extraction for the other Party's data.

[End of Agreement. Signature pages follow. ]

IGA Surprise Fire Medical Reeord Software

IN WITNESS WHEREOF, THE Parties hereby subscribe their names this 15 day of
Tune - 2020.

City of Surprise

This Agreement 5s in proper legal form and is within the powers and authority granted under the
laws of this state to those parties represented by the undersigned legal counsel.

i
Robert Wi

Surprise Zity/ Attomey

IGA Surprise Fire Medical Record Software

City of El Mirage

By:
Crystal Dyches
City Manager

pare. 3/19/19

Artest Llarerd dats
haron Antes.“City Clerk

This Agrecment is m proper legal form and is within the powers and authority granted under the
laws of this state to thoge parties represented by the undersigned legal counsel

AVE

va Mirage City Attomey

EXHIBIT B
RESOLUTION 2020-20

INTERGOVERNMENTAL AGREEMENT BETWEEN
THE CITY OF SURPRISE AND THE CITY OF PEORIA

Resolution No. 2020-20
RFLS #7167, 6696
Rev 01/20