HomeMy WebLinkAboutContract 53883 ti
CSC No.53883
STATE OF TEXAS §
COUNTY OF TARRANT §
INTERLOCAL AGREEMENT BETWEEN CITY OF FORT WORTH AND
THE METROPOLITAN AREA EMS AUTHORITY
dba MEDSTAR MOBILE HEALTHCARE
This hrterlocal Agreement("Agreement") is made between the City of Fort Worth ("Fort
Worth"), a home-rule municipal corporation of the State of Texas and The Metropolitan Area
EMS Authority dba MedStar Mobile Healthcare ("MedStar"), an interlocal governmental
agency,each individually referred to as a"Party"and collectively referred to as the"Parties."
WHEREAS, the Texas State Legislature has authorized the formation of interlocal
cooperating contracts between and among governmental entities;and
WHEREAS, this Agreement is made under the authority granted by and pursuant to
Chapter 791 of the Texas Government Code which authorizes Fort Worth and MedStar to enter
into this Agreement for purposes of providing a governmental function or service that each Party
to the contract is authorized to perform individually;
WHEREAS, MedStar Mobile Healthcare is the trade name for the Metropolitan Area
EMS Authority ("MAEMSA"). The MAEMSA is a governmental administrative agency
established through the adoption of a uniform EMS ordinance and interlocal cooperative
agreement between municipalities under the provisions of Section 773.051 of the Texas Health
and Safety Code and the provisions of Chapter 791.001 of the Texas Government Code (the
"interlocal Cooperation Act"). MAEMSA is not a subsidiary of any other agency or corporation,
nor does it have any financial interest in any other agency or corporation;
WHEREAS, Fort Worth and MedStar desire to enter into this Agreement to detail the
terms of the purchase of items and implementation of software for the creation of an electronic
patient clinical record ("ePCR") system that works between Fort Worth and MedStar
("ImageTrend ePCR Projecti');
WHEREAS,the governing bodies of Fort Worth and MedStar find that this Agreement is
necessary for the benefit of the public and the performance of this Agreement is in the common
interest of both Parties;
WHEREAS, the governing bodies of Fort Worth and MedStar have authorized entering
into this Agreement; and
WHEREAS, the governing bodies of Fort Worth and MedStar, in paying for the
performance of governmental functions or in performing such governmental functions, shall
make payments only from current revenues legally available to such Party.
NOW THEREFORE, IN CONSIDERATION of the mutual promises and agreements
interlocal Agreement LFT.
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contained herein, the Parties do hereby agrees as follows:
1. Purpose. The purpose of this Agreement is to facilitate the implementation of
software and hardware that will provide the basis of the ImageTrend ePCR Project.
2. MedStar's Responsibility. In accordance with the MAEMSA Board of Directors'
approval of BC 1399 oat August 28, 2019, MedStar will reimburse Fort Worth for the cost of up
to 100 iPads with necessary attachments of hard cases, screen protectors, and chargers in an
amount not to exceed $130,000.00. MedStar shall also pay ImageTrend directly for Fort Worth's
use of ImageTrend's ePCR software at a cost of$1.00 for each ePCR created by Fort Worth for
EMS responses which is uploaded to ImageTrend, at an estimated annual cost to MedStar of
$106,250 and any increases in future years for inflation. The Parties acknowledge that Image
Trend may increase the cost per ePCR submitted to account for inflation in future years as
outlined within the Agreement between MedStar and Image Trend. MedStar shall also provide
guidance on Fort Worth's implementation of ImageTrend ePCR software and use best efforts to
help Fort Worth with any issues through the implementation process.
3. Fort Worth's Responsibility. Fort Worth will purchase and receive the iPads with
necessary attachments of hard cases, screen protectors, and chargers and thereafter will continue
to utilize the devices to facilitate electronic patient care reporting through ImageTrend. Fort
Worth will obtain a purchase order number from MedStar before submitting invoices to MedStar
for reimbursement for the iPads and may submit invoices as iPads are purchased by Fort Worth,
but no more than once every thirty (30) days. Fort Worth shall consult with MedStar to ensure
that the iPads are appropriate to meet the MAEMSA system reporting needs. Fort Worth shall
be responsible for all maintenance and repair of the iPads, as well as for replacing any lost or
damaged iPads for which reimbursement was received under this Agreement.
4. Term and Termination. This Agreement shall begin upon the date executed by the
Assistant City Manager below and shall continue in full force and effect unless terminated.
Either party to this Agreement may terminate this Agreement at any time and for any reason by
providing the other party thirty (30) days written notice to the other party or pursuant to other
provisions within this Agreement.
5. Immunity. it is expressly understood and agreed that in the execution of this
Agreement, no party waives nor shall be deemed hereby to waive any immunity or defense that
would otherwise be available to it against claims arising in the exercise of governmental powers
and functions.
6. Assi ng ment. MedStar shall not have the right to assign or subcontract any of its
duties, obligations or rights under this Agreement without the prior written consent of Fort i.
Worth, which such right shall be granted solely at the discretion of Foot Worth.
7. Governing Law and Venue. This Agreement shall be construed in accordance
with the laws of the State of Texas. Venue for any action brought on the basis of this Agreement
shall fie exclusively in state courts located in Tarrant County, Texas or the United States District
Court for the Northern District of Texas — Fort Worth Division. In any such action, each party
shall pay its own attorneys' fees, court costs and other expenses incurred as a result of the action.
Interlocal Agreement Page 2 of 5
S. Remedies. No right or remedy granted herein or reserved to the parties is
exclusive of any other right or remedy herein by law or equity provided or permitted; but each
shall be cumulative of every other right or remedy given hereunder.No covenant or condition of
this Agreement may be waived without written consent of the parties. Forbearance or indulgence
by either party shall not constitute a waiver of any covenant or condition to be performed
pursuant to this Agreement.
9. Severability. If any provision of this Agreement is held by a court of competent
jurisdiction to be invalid, illegal or unenforceable, the validity, Iegality and enforceability of the
remaining provisions shall not in any way be affected or impaired.
10. Applicable Law. This Agreement is entered into subject to the Interlocal
Cooperation Act, the governing charters and ordinances of Fort Worth and MedStar, as they may
be amended from time to time, and is subject to and is to be construed, governed and enforced
under all applicable Texas and Federal law.
11. Entire Agreement. This Agreement contains the entire understanding and
agreement between Fort Worth and MedStar as to the matters contained herein. Any prior or
contemporaneous oral or written agreement is hereby declared null and void to the extent in
conflict with this Agreement.
i
12. Signature Authority. The person signing this Agreement hereby warrants that
he/she has the legal authority to execute this agreement on behalf of the respective party, and that
such binding authority has been granted by proper order, resolution, ordinance or other
authorization of the entity. The other party is fully entitled to rely on this warranty and
representation in entering into this Agreement.
13. Independent Contractor. It is expressly understood and agreed that McdStar shall
operate as an independent contractor as to all rights and privileges granted herein, and not as
agent, representative or employee of Fort Worth. Subject to and in accordance with the
conditions and provisions of this Agreement, MedStar shall have the exclusive right to control
the details of its operations and activities and be solely responsible for the acts and omissions of
its officers, agents, servants, employees, contractors and subcontractors. MedStar acknowledges
that the doctrine of respondeat superior shall not apply as between Fort Worth, its officers,
agents, servants and employees, and MedStar, its officers, agents, employees, servants,
contractors and subcontractors. MedStar further agrees that nothing herein shall be construed as
the creation of a partnership or joint enterprise between Fort Worth and MedStar.
14. No Waiver. The failure of either party to insist upon the performance of any
provision or condition of this Agreement or to exercise any right granted herein shall not
constitute a waiver of that party's right to insist upon appropriate performance or to assert any
such right on any future occasion. l
15. Non-Appropriation of Funds. Fort Worth and MedStar will use best efforts to
appropriate sufficient funds to support obligations under this Agreement. However, in the event
that sufficient funds are not appropriated by either party's governing body, and as a result, that
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Interlocal Agreement Page 3 of 5
party is unable to fulfill its obligations under this Agreement, that party (i) shall promptly notify
the other party in writing and (ii) may terminate this Agreement, effective as of the last day for
which sufficient funds have been appropriated.
16. Right to Audit. MedStar agrees that Fort Worth shall, until the expiration of three
(3) years after termination of this Agreement, have access to and the right to examine at
reasonable times any directly pertinent books, documents, papers, records, and communications
of MedStar involving transactions relating to this Agreement at no additional cost to Fort Worth.
MedStar agrees that Fort Worth shall have access during normal working hours to all necessary
MedStar facilities and shall be provided adequate and appropriate work space in order to conduct
audits in compliance with the provisions of this section. Fort Worth shall give McdStar
reasonable advance notice of intended audits.
17. Liability.Nothing in the performance of this Agreement shall impose any liability
for claims against Fort Worth or MedStar other than claims for which liability may be imposed
by the Texas Tort Claims Act.
18. Amendments. No amendment to this Agreement shall be binding upon either
party hereto unless such amendment is set forth in writing, and signed by both parties.
19. Force Majeure. The parties shall exercise their best efforts to meet their respective
duties and obligations hereunder, but shall not be held liable for any delay in or omission of
performance due to force majeure or other causes beyond their reasonable control, including, but
not limited to, compliance with any state or federal law or regulation, acts of God, acts of
omission, fires, strikes, lockouts, national disasters, wars, riots, material or labor restrictions,
transportation problems or existing contractual obligations directly related to the subject matter
of this Agreement.
20. Notice. Notices required pursuant to the provisions of this Agreement shall be
conclusively determined to have been delivered when (1) hand-delivered to the other party, its
agents, employees, servants or representatives or (2) received by the other party by United States
Mail, registered, return receipt requested, addressed as follows:
To Fort Worth: To MedStar:
City of Fort Worth MAEMSA
Attn: Valerie Washington Attn: General Counsel
Assistant City Manager 2900 Alta Mere Dr.
200 Texas Street Fort Worth,TX 16116
Fort Worth,TX 76102-6314 Compliance a,niedstar9l l.org
Fax: 817-840-2051.
With copy to Fort Worth City Attorney's Office at
same address
IN WITNESS WHEREON, the parties hereto have executed this Agreement in multiples.
Interlocal Agreement Page 4 of 5
(vignalure page follows)
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that 1 am the person
�i�•.k.r.. responsible for the monitoring and administration
By: of this contract,including ensuring all performance
Name: Valerie Washington and reporting requirements.
Title: Assistant City Manager
Date: May 6,2020
By: taahtt��.1��2D2D,
APPROVAL RECOMMENDED: Name: Mark Rauscher
Title: Fire Assistant Director
APPROVED AS TO FORM AND LEGALITY:
By:
Name:
Title:
By: t�s.
ATTEST: -O R r"`"�i . Name: JB Stroh
..X Title: Assistant City Attorney
\7
CONTRACT AUTHO IZATION:
By: M&C: 20-0133
Name: Mary Kayser '
Title: City Secretary
£.
MEDSTA R:
MedStar Mobile Healthcare
,1.blsAlat AV IfWt6
By. Daogla .Hooten IMay 5.2020)
Name: Douglas R.Hooten
Title: Chief Executive Officer
Date: May5,2020
OFFICIA_
CITY SECRE-A lb-
Interlocal Agreement Page.. of 1
DocuSign Envelope ID:7922014F-9806-4728-9A9E-94A6311D76B0
FRO CAD INTEGRATION AGREEMENT
BY AND BETWEEN
IMAGETREND,INC.
AND
MEDSTAR MOBILE HEALTHCARE
AND
CITY OF FORT WORTH
1. Introduction
ImageTrend,Inc. ("ImageTrend") and the Metropolitan Area EMS Authority dba MedStar Mobile
Healthcare ("MedStar") are parties to the Software Solutions Agreement No. 2150 dated
December 16, 2014, as amended from time to time (the "Agreement'), whereby ImageTrend
licenses its proprietary software solutions(collectively,the"Software")to MedStar.
Pursuant to Amendment No. 4 of the Agreement, ImageTrend shall accommodate fifteen (15)
computer-aided dispatch ("CAD") integrations for MedStar first responder organizations (each a
"FRO"). Upon MedStar's approval and the FRO's acknowledgement and acceptance of the terms
and conditions herein,ImageTrend shall commence the request CAD Integration as contemplated
under the Agreement.
2. Purpose
The intent of this FRO CAD Integration Agreement (the "CAD Agreement") is to document and
formalize the process for efficiently integrating MedStar FROs' CAD systems with the Software.
The integration between the FRO and the Software is for the express purpose of exchanging CAD
data created by the FROs.
3. Representations and Warranties
3.1 FRO Representations and Warranties
3.1.1.FRO represents that the person signing this CAD Agreement has all necessary power
and is duly authorized to execute this CAD Agreement on behalf of FRO.
3.1.2. FRO hereby agrees and acknowledges that it is not party to the Agreement.
Notwithstanding the preceding sentence, FRO will indemnify and hold harmless
ImageTrend from and against any and all liabilities,demands, losses,damages,penalties,
expenses,including,without limitation,reasonable legal fees(collectively,"Damages")to
the extent arising out of or resulting from any CAD integration provided for under the
Agreement and this CAD Agreement.
OFFICIAL RECOV
CITY SECRETP"
FT. WORTH,
DocuSign Envelope ID:7922014F-9806-4728-9A9E-94A631 1 D76BO
3.2 MedStar Representations and Warranties
3.2.1. MedStar represents that the person signing this CAD Agreement has all necessary
power and is duly authorized to execute this CAD Agreement on behalf of MedStar.
3.2.2.Notwithstanding anydisclaimer or limitation of liability contained in the Agreement
and in addition to any indemnity obligations set forth in the Agreement, MedStar will
indemnify and hold harmless lmageTrend from and against any and all liabilities,
demands,losses,damages,penalties,expenses,including,without limitation,reasonable
legal fees(collectively,"Damages")to the extent arising out of or resulting from any CAD
integration provided for under the Agreement and this CAD Agreement.
4.General
4.1 Term;Termination. This CAD Agreement shall remain in effect until terminated or expired in
accordance with the underlying Agreement.
4.2 Governing Law. The validity,interpretation,and performance of this CAD Agreement shall be
controlled and governed by the laws of the State of Minnesota,without regard to conflicts of law
provisions.
4.3 Conflicts. This CAD Agreement is independent of and is not subordinate to the Agreement.
In the event of a conflict between this CAD Agreement and the underlying Agreement,this CAD
Agreement shall control.
4.4 Assignment. Neither FRO or MedStar may assign or transfer this CAD Agreement nor any
rights or obligations hereunder,without ImageTrend's prior written consent.
By executing below,MedStar and FRO hereby acknowledge and agree to the terms and conditions herein,
and further instruct lmageTrend to commence the CAD integration as contemplated under this CAD
Agreement and the Agreement.
WITNESS THE EXECUTION HEREOF on the day and year last written below.
APPROVED AS:
City of Fort Worth ("FRO") MedStar Mobile Healthcare
By:Y *4rr."M Byf dWJ 9btl.t+t.
Name: Valerie Washington Name: Douglas R. Hooten
Title: Assistant City Manager Title: Chief Executive Officer
Dated: May 6,2020 Dated: 4/8/2020
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH,TX
I
5/7/2020 M&C Review
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA FORTI O�RT11
DATE: 3/17/2020 REFERENCE**M&C 20- LOG NAME: 361NCIDENT SOFTWARE PURCHASE
NO.: 0133 AND MEDSTAR ILA
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: Authorize Purchase of Software, Maintenance, and Support with ImageTrend, Inc. for an
Electronic Patient Care Reporting and Incident Data Collection System, and Authorize
Execution of an Interlocal Agreement with MedStar Moblie Healthcare for Reimbursement
of Related Costs(ALL COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that City Council:
1)Authorize the purchase of electronic patient care reporting and fire incident record management system software from
ImageTrend, Inc. using a sole source purchasing agreement; and
2)Authorize execution of an interlocal agreement with MedStar Mobile Healthcare for the reimbursement of hardware
costs and direct payment of software costs related to the implementation and ongoing maintenance of the system (City
Project No. 102578).
DISCUSSION:
The Fire Department currently utilizes an outdated records management system for the collection of incident data and
patient care records. This requires additional time for both the entry of routine incident data as well as the transfer of
clinical records from firefighters to MedStar Mobile Healthcare (MedStar) paramedics at the incident scene. The
Metropolitan Area EMS Authority Board of Directors authorized reimbursement of costs to purchase mobile devices for
use with the ImageTrend, Inc. (ImageTrend)electronic patient care reporting (ePCR)system software. MedStar Mobile
Healthcare is the trade name for Metropolitan Area EMS Authority(MAEMSA). Reimbursement was authorized for 100
devices in an amount not to exceed $130,000.00.
Further, MedStar will directly pay costs related to the initial purchase and ongoing support and maintenance of
ImageTrend, ePCR software. Use of a common software solution as our EMS provider will permit a seamless and timely
transfer of patient clinical data at the time care is transferred from Fort Worth Fire personnel to MedStar personnel.
Additionally, the utilization of the ImageTrend Fire Record Management System (RMS)product will allow for efficient
integration of EMS incident data with other incident data in a modern RMS capable of mobile data collection. The
opportunity to receive reimbursement for hardware and software costs related to this implementation enables the City to
procure a software solution that will increase efficiency and improve patient care. The Fire Department requests
authorization to purchase RMS and ePCR software, maintenance, and support from ImageTrend through a sole source
purchase agreement and authorize the execution of an Interlocal Agreement with MedStar to permit reimbursement for
related costs.
As indicated in the table below, total costs paid by the City of Fort Worth are estimated to be$165,355.00 for
implementation. These first-year costs have been budgeted in the ITS Capital Project Fund. Ongoing annual maintenance
costs in the second year will be$69,890.65 and are expected to increase 3\% annually thereafter. Maintenance costs will
be included in the General Fund budget for IT Solutions. These costs are associated with the RMS portion of the project.
Costs associated with the ePCR software will be paid by MedStar. In the first year, this totals$106,250.00 and will be paid
directly by MedStar to ImageTrend. Additionally, MedStar will reimburse the department up to$130,000 for the purchase
of 100 iPad devices for use with the ImageTrend products as indicated in the table below. The total cost of implementing
this system in the first year is estimated at up to$401,605.00. Of this, the City of Fort Worth will be responsible for
$165,355.00 with the balance paid by MedStar.
Item Fort Worth Cost MedStar Cost
First Year ii
100 iPad Devices $0 (after reimbursement)il Up to$130,000
ePCR System and CAD Integration i� $106,250.001
Elite EMS Setup $22,500.00ii
Data Mart One Time Fees $75,000.00
apps.cfwnet.org/council_packet/mc_review.asp?ID=27702&councildate=3/17/202O 1/2
5/7/2020 M&C Review
Records Management System (RMS) $34,105.00
Staffing system integration $15,000.00ii
DataMart License and Support $18,750.00ii
Total First Year Costs: $165,355.00ii
Up to$236,250.00
Ongoing(Year 2 and on)
ePCR System and CAD Integration $109,437.501
Records Management System (RMS) $35,128.15
Staffing system integration $15,450.00ii
DataMart License and Support $19,312.50ii
Total Year 2 (Maintenance) Cost2: $69,890.65 $109,437.50
1 ImageTrend will direct bill MedStar for these charges.
2 Ongoing charges subject to annual 3\% cost increase.
Bidding: This purchase is exempt from public bidding because it is being purchased from a sole source.
This project will serve ALL COUNCIL DISTRICTS.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the recommendations and execution of the agreements,
funds are available in the current operating budget and capital budget, as appropriated, of the General Fund and IT
Project Capital Fund and that reimbursement funds will be deposited into the General Fund. The Fire Department
(and Financial Management Services) is responsible for the collection and deposit of funds due to the City. Prior to
an expenditure being made, the participating department has the responsibility to validate the availability of funds.
TO
Fund Department Account Project Program Activity Budget Reference# Amount
ID L ID Year (Chartfield 2
FROM
Fund Department Account Project Program Activity Budget Reference# Amount
ID I ID I Year I (Chartfield 2)
Submitted for City Manager's Office by_ Valerie Washington (6199)
Originating Department Head: Jim Davis(6801)
Additional Information Contact: Mark Rauscher(6803)
ATTACHMENTS
apps.cfwnet.org/council_packet/mc_review.asp?ID=27702&councildate=3/17/2020 2/2