HomeMy WebLinkAboutContract 39014 (2)CITY RgCT NO Y
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AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement") is made
and entered into by and between THE CITY OF FORT WORTH, a home -rule municipal
corporation of the State of Texas ("City"), acting by and through its duly authorized Assistant
City Manager, and PUBLIC SAFETY ASSOCIATES, LLC, d/b/a THE POLARIS GROUP,
("Consultant"), a North Carolina Limited Liability Company, acting by and through its duly
authorized President.
1. Purpose. The purpose of the this Agreement is to provide (1) review of various ambulance -
service delivery models in order to determine each models relative efficiency, effectiveness, and
underlying financial integrity and (2)(i) recommendations as to which service delivery model
would best suit the needs of the City; (ii) an implementation plan for any recommended changes;
and (iii) recommendations for any improvements to the current service delivery model, even if
continuing with this model is not the primary recommendation.
2. Scope of Services.
a) Consultant covenants and agrees, with good faith and due diligence, to perform professional
services associated with reviewing various ambulance -service delivery models (to include
provision of services by a fire department, by an independent city department, under a
county -wide model, under a fail safe system, and under a public utility model (PUM) and
variations thereof) and making recommendations that are specific to the City regarding
delivery of ambulance service.
In particular, Consultant will assist the City by performing the following tasks:
Offsite Request for Data and Information (Data Request)
Consultant will solicit data and information relevant to its analysis of the City's current
method for delivering ambulance service. Data to be solicited for review will include, at a
minimum, local EMS ordinances, EMS plans, disaster -response plans, ambulance service
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Profe (oat Services Agreement with The Polaris Group Page 1 of 18
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contracts, contact lists, City and ambulance -provider budget information, computer -aided
dispatch data, and identifying information for system stakeholders.
Offsite Data Analysis
Consultant will use information provided by the City to analyze the City's current EMS
system design and structure. In addition, Consultant will gather comparable information
from Dallas, Houston, Austin, all Antonio, and other appropriate EMS systems and also
rMew and compile data that Consultant has previously collected from other jurisdictions to
begin forming a comprehensive survey regarding provision of ambulance service under
various models and in various circumstances. In performing its analysis, Consultant shall
take into account differences in structure and accounting of the various EMS systems
surveyed to ensure that valid comparisons are made. In gathering and analyzing data,
Consultant shall give particular attention to: system performance, including response time;
level of clinical care provided; manner in which clinical care is regulated and costs associated
with its regulation; and the overall cost of service and the sources of funding.
During this phase, Consultant will also coordinate with City personnel to establish a list
of stakeholders to be interviewed and a schedule for conducting such interviews during the
onsite portion of the study. Stakeholders may include elected officials, City staff,
Ambulance Authority officials and employees, the Medical Director of the Emergency
Physicians Advisory Board, first responders, ambulance contractors, representatives from
healthcare facilities, law enforcement representatives, and any other people and organizations
that are determined to have important information or input regarding the EMS system design.
Professional Services Agreement with The Polaris Group Page 2 of 18
Onsite Analysis
Consultant will travel to Fort Worth to conduct a series of meetings to determine the
needs and concerns of each group of stakeholders. In addition, Consultant will visit
communications, ambulance, and tirst responder facilities to better understand operational
Preparation and Issuance of Preliminary Report
Working primarily offsite, but including onsite visits as needed, Consultant will complete
the analysis of data collected during the previous steps and prepare a draft of results and
comparisons for review by City staff. Corrections and comments will be solicited to ensure
accuracy of study findings. The relative legal, financial, operational, and competitive risks of
each ambulance -service delivery model will be identified.
At a minimum, the analysis shall serve the following purposes:
With respect to ambulance -service delivery models in general:
• Provide a summary of the models that were reviewed to include examples and
data from jurisdictions employing each model;
• Recommend the model that in Consultant's opinion would be most
appropriate for the City to employ; and
• Provide an overview of major steps and an estimated timeline for
implementing the recommended delivery model, including clinical standards.
With respect to the current delivery model
• Provide an analysis of the EMS Inter -local Cooperative Agreement and
Uniform EMS Ordinance and propose any recommended changes;
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• Provide an overview and recommendations regarding the governance and
oversight structure to include addressing the roles of City Council, the City
Manager's Office, the Fire Chief, AMAA, Emergency Physician's Advisory
Board, and Other Member Cities;
• Analyze and provide follow-up data regarding the system study performed by
Fitch and Associates in 2008, to include updates on implementation of
proposed recommendations and opinions regarding the appropriateness of
such recommendations;
• Offer recommendations on possible improvements and potential efficiencies,
to include any proposed changes to the method of setting, enforcing, and
funding clinical standards;
• Evaluate current accounts -receivable billing and collections practices and
offer recommendations for changes and improvements;
• Address anticipated overall funding needs and potential sources to include
projecting subsidy requirements; making recommendations on equitable
application of such requirements across member cities; identifying potential
funding sources to offset or substitute for subsidy payments; analyzing
possibility of providing ambulance services with no subsidy specifically by
using the Ciry-of-Arlington model or by modifying the current model to
provide for pass -through charges to citizens, modifications of clinical
standards, or other suggested revisions; and
• Analyze feasibility, advisability, and potential consequences of creating and
employing City ALS engine companies potential to augment and/or improve
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the current model to include estimating costs; identifying potential issues
associated with integration into the existing model such as calculation of
response time; making recommendations to address identified issues;
recommending a deployment strategy and general implementation schedule;
and determining the relative advantages and disadvantages for both the City's
Fire Department and the existing EMS system.
Guided Decision Process
Immediately following delivery of the preliminary report, Consultant will coordinate with
City staff to formulate decision points. Consultant and City staff will identify such decisions
and discuss probable outcomes of each choice. Moving through the process in a logical
order, Consultant will guide staff through each issue, beginning with larger issues. This
process will culminate in a recommended system design model and, if the current delivery
model is not the primary recommendation, secondary recommendations regarding proposed
improvements to the current delivery method.
Presentation of Final Report and Recommendations
Consultant will deliver a final report including all items required by the RFP and will
conduct an in -person presentation of the results. Consultant will also make additional
presentations to elected officials and other stakeholders or audiences if the City so desires.
The Final Report shall reflect the analysis detailed above with respect to preparation of
the preliminary report and shall include a written statistical analysis of all data to include
tables and graphics to support analyses where appropriate.
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b) Consultant and City shall cooperate in efforts to ensure that the above -listed services are
completed within two months of the date that City receives the initial Data Request.
c) Consultant shall perform all services listed and described herein in accordance with standards
in the industry for the same or similar services. In addition, Consultant shall perform these
services in accordance with all applicable federal, state, and local laws, rules, and
regulations.
3. Term. Unless terminated earlier in accordance with Section 5, this Agreement shall
encompass services provided by Consultant during aone-year period, beginning on the date that
the Agreement is fully and completely executed by both Parties.
4. Compensation.
a) Fee
As full and complete compensation for all of the services listed and described
herein, Consultant shall be paid a flat fee of One Hundred and Seven Thousand
Dollars ($107,000.00) plus travel reimbursement as detailed below. The City
shall not be liable for any additional fees or expenses of Consultant not specified
by this Agreement unless the City first approves such amounts in writing.
The City may, at its option, engage Consultant to assist with implementation of
the recommendations proposed as a result of this Agreement. By execution of
this Agreement, Consultant commits to provide such implementation services for
an additional flat fee of Eighty Thousand Dollars ($80,000.00) plus travel
reimbursement. If City chooses to engage Consultant to perform implementation
services, the Parties hereby agree to negotiate in good faith regarding the details
of such services.
b) Travel Expenses
In addition to any fee due under Subsection (4)(a), City shall reimburse
Consultant for travel -related expenses (such as airfare, hotel, rental car, and
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personal car mileage) at Consultant's actual cost in an amount not to exceed
Eighteen Thousand Three Hundred and Thirty Dollars ($18,330.00). Personal car
mileage will be billed at standard IRS business mileage rates in effect at the time
of travel.
If the City chooses to engage the Consultant to perform implementation services,
the Parties agree that travel -related expenses for such services shall be reimbursed
in an amount not to exceed Twenty -Four Thousand Five Dollars ($24,500.00).
c) Structure of Payments
i. Consultant's fee will be divided into six payments corresponding to
certain project milestones as follows:
Execution of Agreement
Conclusion of Offsite Analysis
Conclusion of Onsite Analysis
Issuance of Preliminary Report
Conclusion of Guided Decision Process
Presentation of Final Report
$10,000
$15NO
$305000
$155000
$155000
$225000
ii. Following completion of each of the listed milestones, the Consultant shall
provide the City with a signed fee invoice summarizing the portion of the
services that has been completed and requesting payment. If the City
requires additional reasonable information, it shall request the same
promptly, and the Consultant shall provide such additional reasonable
information to the extent the same is available. On full and final
completion of the services, Consultant shall submit a final fee invoice, and
City shall pay any balance due within 30 days of receipt of such invoice.
iii. Travel teimbursement shall be paid monthly. The Consultant will issue
monthly invoices for all travel costs under this Agreement no later than the
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15th day following the end of the month,
payable within 30 days of receipt.
Travel invoices are due and
iv. In the event of a disputed or contested billing, only the portion being
contested will be withheld from payment, and the undisputed portion will
be paid. City will exercise reasonableness in contesting any bill or portion
thereof. No interest will accrue on any contested portion of the billing
until the contest has been mutually resolved.
v. For contested billings, the City shall make payment in full to Consultant
within 60 days of the date the contested matter is resolved. If City fails to
make such payment, Consultant may, after giving 7 days' written notice to
City, suspend services under this Agreement until paid in full, including
interest calculated from the date the billing contest was resolved. In the
event of suspension of services, Consultant shall have no liability to City
for delays or damages caused to City because of such suspension of
services.
5. Termination. Either Party may terminate this Agreement at any time, with or without
cause, by providing the other Party with thirty (30) days' written notice of termination. Such
notice shall be deemed to have been received on the third day after it was deposited with the
United States Postal Service, directed to the last known address of the other Party, with
applicable postage charges prepaid. In the event this Agreement is terminated prior to expiration
of the Term, City shall pay Consultant only for services actually rendered as of the effective date
of termination, and Consultant shall continue to provide the City with services requested by the
City and in accordance with this Agreement up to the effective date of termination.
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6. Work Product.
a) All reports and work produced by Consultant under this Agreement (collectively
the "Work Product") will be considered works for hire and will be the sole and
exclusive property of the City.
b) Consultant hereby warrants and represents that the Work Product will be original
work and will not infringe on or violate rights of any person or entity, including,
without limitation, any copyrights, trademarks, or rights of privacy or publicity.
c) In the event that the Work Product is not subject matter that is copyrightable or is
for any reason not deemed to be works for hire, Consultant hereby assigns all
right, title, and interest in the Work Product to the City and will execute any
documents required to evidence such assignment. Without limiting the foregoing,
Consultant understands and agrees that Consultant will not retain any ownership
rights whatsoever in or to the Work Product.
d) This provision shall survive the termination or expiration of this Agreement.
7. Independent Contractor. Consultant shall operate hereunder as an independent contractor
and not as an officer, agent, servant, or employee of City. Consultant shall have exclusive
control of and the exclusive right to control the details of the services performed hereunder, and
all persons performing same, and shall be solely responsible for the acts and omissions of its
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officers, agents, servants, employees, subcontractors, and subconsultants. The doctrine of
respondeat superior shall not apply as between the City and Consultant, its officers, agents,
servants, employees, subcontractors, or subconsultants. Nothing herein shall be construed as
creating a partnership or joint enterprise between City and Consultant. It is expressly
understood and agreed that no officer, agent, servants, employee, subcontractor, or subconsultant
of Consultant is in the paid service of City.
8. Liability and Indemnification. CONSULTANT SHALL BE LIABLE AND
RESPONSIBLE FOR ANY AND ALL SUITS, CLAIMS, LOSS, DAMAGE, AND/OR
INJURY TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER
REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS) OR
OMISSION(S), MALFEASANCE, OR INTENTIONAL MISCONDUCT OF CONSULTANT
OR OF ITS OFFICERS, AGENTS, SERVANTS, OR EMPLOYEES.
CONSULTANT COVENANTS AND AGREES TO, AND DOES HEREBY, DEFEND,
INDEMNIFY, AND HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS,
SERVANTS, EMPLOYEES, AND SEPARATE CONTRACTORS FROM AND AGAINST
ANY AND ALL SUITS, ACTIONS, OR OTHER CLAIMS OF ANY CHARACTER, NAME,
OR DESCRIPTION BROUGHT FOR OR ON ACCOUNT OF ANY INJURIES OR
DAMAGES OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED,
RECEIVED OR SUSTAINED BY ANY PERSON, PERSONS, OR PROPERTY DUE TO,
ARISING OUT OF, OR IN CONNECTION WITH ANY NEGLIGENT ACT OR OMISSION,
MALFEASANCE, INTENTIONAL MISCONDUCT, OR FAULT OF THE CONSULTANT
OR OF ANY AGENT, OFFICER, EMPLOYEE, SUBCONTRACTOR, SUBCONSULTANT,
SERVANT, OR SUPPLIER UNDER THE CONSULTANT IN THE EXECUTION OF OR
PERFORMANCE UNDER THIS AGREEMENT,
CONSULTANT COVENANTS AND AGREES TO, AND DOES HEREBY, DEFEND,
INDEMNIFY, AND HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS,
SERVANTS, EMPLOYEES, AND SEPARATE CONTRACTORS FROM LIABILITY,
CLAIM, OR DEMAND ON THE PART OF CONSULTANT OR OF CONSULTANT'S
AGENTS, SERVANTS, CUSTOMERS, SUBCONTRACTORS, SUBCONSULTANTS,
AND/OR EMPLOYEES, WHETHER SUCH LIABILITY, CLAIM, OR DEMAND ARISE
FROM EVENT OR CASUALTY HAPPENING OR WITHIN THE OCCUPIED PREMISES
THEMSELVES OR HAPPENING UPON OR IN THE HALLS, ELEVATORS,
ENTRANCES, STAIRWAYS, OR APPROACHES OF OR THE FACILITIES WITHIN
WHICH THE OCCUPIED PREMISES ARE LOCATED. CONSULTANT SHALL PAYANY
JUDGMENT WITH COSTS THAT MAYBE OBTAINED AGAINST THE CITY GROWING
OUT OF SUCH INJURY OR DAMAGES.
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Consultant shall require all of its subcontractors and subconsultants to include in their
subcontracts a release and indemnity in favor of City in substantially the same form as above.
This provision shall survive the expiration or termination of this Agreement.
9. Insurance.
Consultant shall not commence work under this Agreement until it has obtained all insurance
required herein and the City has approved such insurance. Nor shall Consultant allow any
subcontractor or subconsultant to commence work on its subcontract until all similar insurance
of the subcontractor or subconsultant has been so obtained and approved the City, provided,
however, that Consultant may elect to add any subcontractor or subconsultant as an additional
insured under its liability policies.
During the term of this Agreement, Consultant shall procure and maintain at all times, in full
force and effect, a policy or policies of insurance that provide the specific coverage set forth
herein as well as any additional coverage that a reasonable person would obtain to cover any and
all other public risks related to Consultant's performance of its obligations under this Agreement.
Consultant shall specifically obtain the following types of insurance at the following limits and
subject to the additional requirements listed below:
• Commercial General Liability:
$1.000,000 Each Occurrence
$1,000,000 Aggregate
• Professional Liability (Errors &Omissions)
• $1,000,000 Each Claim Limit
• $1,000,000 Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy or through a separate policy specific to
Professional E&O. Either form is acceptable if coverage meets all other requirements.
Coverage shall be maintained for the duration of the Agreement and for two (2) years
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following completion of services provided. An annual certificate of insurance shall be
submitted to the City to evidence coverage.
• Auto Liaty:
$1,000,000 Each Accident on a Combined Single Limit Basis or
$250,000 Bodily Injury Per Person
$500,000 Bodily Injury Each Accident
$100,000 Property Damage
• General Requirements Applicable to All Insurance:
Certificates of insurance shall be delivered to the City of Fort Worth prior to
commencement of work, addressed to the attention of Sue Haupt, Risk Management,
1000 Throckmorton Street, Fort Worth, Texas 76102 with a copy to Bridgette Garrett,
Sunset Review Director, at the same address.
The City's Risk Manager shall have the right to review and evaluate Consultant's
insurance coverage and to make reasonable requests or revisions pertaining to the
types and limits of that coverage. Consultant shall comply with such requests or
revisions as a condition precedent to the effectiveness of this Agreement.
Each insurance policy shall be endorsed to provide the City a minimum thirty (30)
days' notice of cancellation, non -renewal, and/or material change in policy terms or
coverage, provided, however, that a ten day notice shall be acceptable in the event of
cancellation for non-payment of premium.
The City, its officers, employees, and servants shall be endorsed as an additional
insured on Consultant's insurance policies required under this Agreement.
With the exception of professional liability insurance, all insurance policies required
under this Agreement shall be endorsed with a waiver of subrogation provng rights
of recovery in favor of the City.
Professional Services Agreement with The Polaris Group Page 12 of 18
Consultant's insurance policies shall each be endorsed to provide that such insurance
is primary protection and that any self4unded or commercial coverage maintained by
City shall not be called upon to contribute to loss recovery.
On the request of City, Consultant shall provide complete copies of all insurance
policies required by this Agreement. Current and revised certificates of insurance
shall be delivered to the Risk Management Division of the City of Fort Worth, 1000
Throckmorton Street, Fort Worth, Texas 76102 with a copy to Bridgette Garrett,
Sunset Review Director, at the same address.
Any failure on part of the City to request required insurance documentation shall not
constitute a waiver of the insurance requirements specified herein.
Insurers must be authorized to do business in the State of Texas and have a current A.
M. Best rating of A VII or equivalent measure of financial strength and solvency.
Deductible limits, or self -funded retention limits, on each policy must not exceed
$10,000.00 per occurrence unless otherwise approved by the City.
With the exception of worker's compensation insurance, the City may consider
alternative coverage or risk treatment measures through insurance pools or risk
retention groups in lieu of traditional insurance. Prior to employing such alternative
coverage, Consultant must obtain City's written approval.
City shall not be responsible for the direct payment of insurance premium costs for
Consultant's insurance.
During any term of this Agreement, Consultant shall report to the Risk Management
Division in a timely manner any loss occurrence that could give rise to a liability
claim or lawsuit or that could result in a property loss.
Professional Services Agreement with The Polaris Group Page 13 of 18
Consultant's liability shall not be limited to the specified amounts of insurance
required herein.
10. Assignment. Consultant shall not assign or subcontract all or any part of its rights,
privileges, or duties under this Agreement without the prior written consent of City. Any
attempted assignment of subcontract without the City's prior written approval shall be void and
constitute a breach of this Agreement.
If City grants consent to an assignment, the assignee shall execute a written agreement
with the City and the Consultant under which the assignee agrees to be bound by the duties and
obligations of Consultant under this Agreement. The Consultant and Assignee shall be jointly
liable for all obligations under this Agreement prior to the assignment. If the City grants consent
to a subcontract, the subcontractor shall execute a written agreement with the Consultant
referencing this Agreement under which the subcontractor shall agree to be bound by the duties
and obligations of the Consultant under this Agreement as such duties and obligations may
apply. The Consultant shall provide the City with a fully executed copy of any such subcontract.
11. Compliance with Law. Consultant, its officers, agents, servants, employees,
subcontractors, and subconsultants shall abide by and comply with all laws, federal, state and
local, including all ordinances, rules and regulations of City. It is agreed and understood that, if
City calls to the attention of Consultant any such violation on the part of Consultant or any of its
officers, agents, servants, employees, subcontractors, or subconsultants, then Consultant shall
immediately desist from and correct such violation.
12. Non -Discrimination. In the execution, performance, or attempted performance of this
Agreement, Consultant will not discriminate against any person or persons because of disability,
age, familial status, gender, race, religion, color, national origin, or sexual orientation, nor will
Consultant permit its officers, agents, servants, employees, subcontractors, or subconsultants to
engage in such discrimination.
This Agreement is made and entered into with reference specifically to Chapter 17,
Article III, Division 3, of the City Code of the City of Fort Worth ("Discrimination"), and
Professional Services Agreement with The Polaris Group Page 14 of 18
Consultant hereby covenants and agrees that Consultant, its officers, agents, employees,
subcontractors, and subconsultants have fully complied with all provisions of same and that no
employee or employee -applicant has been discriminated against by either Consultant, its officers,
agents, employees, subcontractors, or subconsultants.
13. Right to Audit. Consultant agrees that the City shall, until the expiration of three (3)
years after final payment under this Agreement, have access to and the right to examine any
directly pertinent books, documents, papers and records of the Consultant involving transactions
relating to this Agreement. Consultant agrees that the City shall have access during normal
working hours to all necessary Consultant facilities and shall be provided adequate and
appropriate workspace in order to conduct audits in compliance with the provisions of this
section. The City shall give Consultant reasonable advance notice of intended audits.
Consultant further agrees to include in all of its subcontractor agreements hereunder a
provision to the effect that the subcontractor agrees that the City shall, until the expiration of
three (3) years after final payment under the subcontract, have access to and the right to examine
any directly pertinent books, documents, papers and records of such subcontractor involving
transactions to the subcontract, and further that City shall have access during normal working
hours to all subcontractor facilities and shall be provided adequate and appropriate workspace in
order to conduct audits in compliance with the provisions of this paragraph. City shall give
subcontractor reasonable advance notice of intended audits.
This provision shall survive the expiration or termination of this Agreement.
14. Fiscal Funding. In the event no funds or insufficient funds are appropriated by the City
in any fiscal period for any payments hereunder, City will notify Consultant of such occurrence,
and this Agreement shall terminate on the last day of the fiscal period for which appropriations
were received. Such termination shall occur without penalty or expense to City of any kind
whatsoever, except as to portions of earned compensation for which funds shall have been
appropriated.
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15. Venue and Jurisdiction. This Agreement will be governed and construed according to the
laws of the State of Texas. Should any action, whether real or asserted, at law or in equity, arise
out of the execution, performance, or attempted performance of this Agreement, venue for said
action shall lie in Tarrant County, Texas.
16. Notices. Notices to be provided hereunder shall be sufficient if forwarded to the other
Party by hand -delivery or via U.S. Postal Service certified mail, postage prepaid, to the address
of the other Party shown below.
Tom Higgins, Assistant City Manager
City of Fort Worth
1000 Throckmorton St.
Fort Worth, Texas 76102
(817) 392-8518
David Shrader, President
The Polaris Group
273 North Dogwood Trail
Southern Shores, NC 27949
(252) 4414844
(252) 4414856 (Fax)
Such notice shall be deemed to have been received on the third day after it was deposited
with the United States Postal Service, directed to the last known address of the other Parry, with
applicable postage charges prepaid.
17. Non -Waiver. The failure of either Party to insist upon the performance of any term or
provision of this Agreement or to exercise any right herein conferred shall not be construed as a
waiver or relinquishment to any extent of City's or Consultant's right to assert or rely on any
such term or right on any future occasion.
18. Disclosure of Conflicts and Confidential Information. Consultant hereby warrants to the
City that Consultant has made full disclosure in writing of any existing or potential conflicts of
interest related to Consultant's provision of the services. In the event that any conflicts of
interest arise after the execution of this Agreement, Consultant hereby agrees to make full
disclosure to the City in writing immediately upon learning of such conflict.
Consultant, for itself, its officers, agents, servants, employees, and subcontractors, further
agrees that it shall treat all information provided to it by the City as confidential and shall not
disclose any such information to any third party without the prior written approval of the City.
Professional Services Agreement with 'The Polaris Group Page 16 of 18
19. Minority and Woman Business Enterprise Participation. In accordance with City
Ordinance No. 15530, the City has goals for the participation of minority business enterprises
and woman business enterprises ("M/WBE") in City contracts. Consultant acknowledges the
M/WBE goal established for this Agreement and its commitment to meet that goal. Any
misrepresentation of facts (other than a negligent misrepresentation) and/or the commission of
fraud by the Consultant may result in the termination of this Agreement and debarment from
participating in City contracts for a period of time of not less than three (3) years.
20. Governmental Powers. Both Parties agree and understand that the City does not waive or
surrender any of its governmental powers by execution of this Agreement.
21. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired.
22. Force Majeure. If either Party is unable, either in whole or part, to fulfill its obligations
under this Agreement due to acts of God; strikes, lockouts, or other industrial disturbances; acts
of public enemies; wars; blockades; insurrections; riots; epidemics; public health crises;
earthquakes; fires; floods; restraints or prohibitions by any court, board, department,
commission, or agency of the United States or of any state; declaration of a state of disaster or
emergency by the federal, state, county, or City government in accordance with applicable law;
any arrests and restraints; civil disturbances; or explosions; or some other reason beyond the
Party's reasonable control (collectively, "Force Majeure Event"), the obligations so affected by
such Force Majeure Event will be suspended only during the continuance of such Event.
23. Headings not Controlling. Headings and titles used in this Agreement are for reference
purposes only and shall not be deemed a part of this Agreement.
24. Amendment. No amendment, modification, or alteration of the terms of this Agreement
shall be binding unless the same is in writing, dated subsequent to the date hereof, and duly
executed by the Parties hereto.
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25. Review of Counsel. The Parties acknowledge that each Parry and its counsel have
reviewed and revised this Agreement and agree that the rules of construction indicating that any
ambiguities are to be resolved against the drafting party shall not apply or be employed in the
interpretation of this Agreement or any of its exhibits, attachments, or schedules.
26. Entire Agreement. This written instrument (together with any attachments, exhibits, and
appendices) constitutes the entire understanding between the Parties concerning the work and
services to be performed hereunder, and any prior or contemporaneous, oral or written agreement
that purports to vary from the terms hereof shall be void.
t�
EXECUTED in multiple originals on this, the a ± day of 2009.
kSS
CITY OF FORT WORTH, TEXAS
T.M. Higgins
Assistant City Manager
Date Signed:
ATTEST:
City Secretary
Den s C. McE
Assistant city
C2/i9/o9
�If�lOC�7.�u1
THE POLARIS GROUP
David Shrader
President and Owner
Date Signed: � ! ��y Y
CORPORATE SEAL:
This Corporation has no seal
i - Diane D. Warcr
.�6 -j a��� .�������� � Notary Public
Dare Coun
_yt , N.C.
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Professional Servites Agreement with The Polaris Group
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M&C Review
Page 1 of
Official site of the City of Fort Worth, Tex
FORTtI
• � .. :. � �
REFERENCE 02ASSESSMENT OF
DATE: 8/18/2009 NO.: C-23727 LOG NAME: AMBULANCE SERVICE
DELIVERY
CODE: C TYPE: NON- PUBLIC NO
CONSENT HEARING:
SUBJECT: Authorize the Execution of a Professional Services Agreement with Public Safety
Associates, LLC, d/b/a The Polaris Group, to Perform an Assessment of Ambulance
Service Delivery in the City of Fort Worth with Fees and Expenses Totaling $125,330.00
�,-�_�,,
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to execute a professional services
agreement with Public Safety Associates, LLC, d/b/a The Polaris Group, to perform an assessment of
ambulance service delivery in the City of Fort Worth with fees and expenses totaling $125,330.00.
DISCUSSION:
In the process of adopting the Fiscal Year 2009 Budget, the City Council indicated a desire to have a
detailed assessment performed of various methods for delivering ambulance service in order to determine
whether the current method was best -suited to meet the City's needs in the most efficient and effective
manner.
Accordingly, a Request For Proposals (RFP) was opened and five vendors responded. Three vendors were
invited to participate in vendor demonstrations; one of the three vendors, Public Safety Associates, LLC,
d/b/a The Polaris Group ("Polaris"), was selected by the scoring committee.
In staffs opinion, Polaris is uniquely qualified to perform this review. The company has experience in high-
performance system design and a proven track record of recommending innovative solutions to systemic
challenges and in improving system efficiencies:
Polaris will review various service delivery models in order to determine their relative efficiencies,
effectiveness and underlying financial integrity. The consultant will provide: 1) recommendations as to which
service delivery model would best suit the needs of the City; and 2) (i) an implementation plan for any
recommended changes and (ii) recommendations for improvements to the current service delivery model
even if that model is not Polaris' primary recommendation. This work should be completed in approximately
two months. Following completion, the recommendations will be submitted to the City Manager and City
Council for their consideration and for staff to receive further guidance on how to proceed.
The total budget for this project is $125,330.00, which includes $107,000.00 for professional services and
$18,330.00 for estimated expenses.
Polaris is in compliance with the City' s M/WBE Ordinance by committing to 10 percent MM/BE
participation. The City' s goal on this project is 10 percent.
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies that funds are available in the current operating
budget, as appropriated, of the General Fund.
httn•//anns.cfwnet_nrg/council nacket/mc review_asn?ID=12156&councildate=8/18/2009 8/19/200'
M&C Review
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TO Fund/Account/Centers
Submitted for Ci�_Manager's_Offic_e_b}[:
Ori9•natinaDepartment Head:
Additional Information Contact:
ATTACHMENTS
FROM. FundlAccount/Centers
GG01__ 539120__0905503 �1.251330.00
Tom Higgins (6266)
Rudy Jackson (6803)
Bridgette Garrett (8518)
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8/ 19/20C