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HomeMy WebLinkAboutContract 55311 CSC No. 55311 71tMEDLAR ACTHCAAE I EQUIPMENT LEASE INFORMATION TECHNOLOGY SUPPORT SERVICES AGREEMENT This agreement ("Agreement") for MedStar Mobile Healthcare to lease equipment and provide hosting, software, and information technology (IT) support services is made between the Metropolitan Area EMS Authority dba MedStar Mobile Healthcare ("MedStar") and The City of Fort Worth, Texas, Fire Department ("FD") for the purpose giving the Fort Worth Fire Department's access to MedStar's clinical records and reporting platform for the limited purpose of creating clinical records of monoclonal infusion treatments for patients with COVID-19. For and in consideration of the mutual promises and covenants set forth herein, and intending to be legally bound thereby, the parties agree as follows: 1. TERM: The initial term of this Agreement shall be for six calendar months, commencing on the later of the date the Agreement is signed by MedStar or FD. The Agreement may be renewed for additional terms of one month upon written agreement of the parties. Either party may terminate this Agreement or any renewal term thereof at any time and for any reason by giving the other party five days' prior written notice. 2. PRICING AND PAYMENT TERMS: MedStar shall lease FD two (2) Microsoft Surface Pro 4s tablets listed on Exhibit A ("Leased Equipment") for monthly payments of one dollar ($1.00) so that FD may create monoclonal infusion treatment clinical records related to COVID-19 treatment. MedStar shall not charge FD for use of the Software under MedStar's license. 3. SCOPE OF IT SUPPORT SERVICES: MedStar shall provide the following at no cost to FD: a. Provide and maintain the hosted infrastructure for FD to host clinical data and access the modules of MedStar's ImageTrend Elite software ("Software") identified on Exhibit "A" herein. b. Provide hardware maintenance and support services to FD for the Leased Equipment. c. Ensure that the Leased Equipment meets original equipment manufacturer (OEM) and Software specifications. MedStar will coordinate with the OEM and the Software vendor as necessary to maintain the Leased Equipment and Software and shall process repairs, or make other arrangements with the OEM necessary to obtain information, know-how, software vendor requirements, and any other support reasonably required from the OEM. d. Provide FD with 24 hours a day technical support services for Leased Equipment via telephone. 4. OBLIGATIONS OF FD: FD shall: a. Make the lease payments required under this Agreement b. Be responsible for all remote connection capable telecommunication devices necessary to upload data with acceptable minimum speed and security requirements. c. Deliver the Leased Equipment to MedStar for service as required by the manufacturer and or Software vendor and/or MedStar. OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX d. Not permit the Leased Equipment or Software to be altered, modified, or serviced by any third party without prior written approval by MedStar. e. Maintain an equipment environment consistent with the OEM and Software Vendor's specifications. f. Maintain control and possession of the Leased Equipment at all times. g. Return the Leased Equipment to MedStar Agreement in good working condition at the termination of this Agreement. 5. RISK OF LOSS: FD shall bear the risk of loss or damage to the Leased Equipment not covered by warranty or insurance, unless caused by the gross negligence or intentional act of MedStar personnel. See paragraphs 8 and 9 below for additional limitations on warranties, liability, and damages. 6. DELIVERY OF LEASED EQUIPMENT FOR MAINTENANCE OR REPAIR: Leased Equipment in need of replacement, repair, or maintenance may be delivered to MedStar Monday through Friday between 0700 hours and 1700 hours, unless prior arrangements have been made for MedStar personnel to receive the Leased Equipment at other times. MedStar shall notify FD when Equipment is ready for pickup by FD. 7. EXPENSES: FD shall bear directly or reimburse MedStar for the expense of any equipment other than the Leased Equipment required by MedStar to provide the IT Support Services and provide FD with access to the Software and to MedStar's clinical records and reporting platform. FD shall be responsible for the expense of necessary third party repair of the Leased Equipment not covered by insurance or third party warranty, including shipping and handling. FD shall also bear the cost of telecommunication services for data transmission by FD and all associated hardware required for the same, and the cost of any third party software required for the same (other than the Software) required by FD to access and use the hosted platform. FD shall bear the cost of any FD enhancement requests to the Software or additional Software modules that FD requests, absent a written agreement to the contrary from MedStar. Any changes to the Software must be coordinated with and approved by MedStar in advance. 8. LIMITATION OF LIABILITY AND DAMAGES: MEDSTAR AND FD SHALL NOT BE LIABLE TO EACH OTHER OR TO ANY THIRD PARTY FOR ANY PUNITIVE, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, LOSS OR CORRUPTION OF DATA, AND THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR TECHNOLOGY) ARISING OUT OF THE SUBJECT MATTER OF THIS AGREEMENT, THE HARDWARE AND/OR SOFTWARE, OR OUT OF ANY SERVICES PROVIDED UNDER THIS AGREEMENT, WHETHER SUCH CLAIMS ARE BASED ON NEGLIGENCE, STRICT LIABILITY OR OTHER TORT THEORIES, IRRESPECTIVE OF WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FD'S DAMAGES UNDER THIS AGREEMENT SHALL BE LIMITED TO THE LEASE PAYMENTS MADE HEREUNDER. 9. DISCLAIMER OF WARRANTIES: EXCEPT AS EXPRESSLY PROVIDED HEREIN, MEDSTAR SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED STANDARDS, GUARANTEES, OR WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON- INFRINGEMENT AND ANY WARRANTIES THAT MAY BE ALLEGED TO ARISE AS A RESULT OF CUSTOM OR USAGE. MedStar does not warrant or guarantee that use of the Software and platform will be uninterrupted or error-free. MedStar does not guarantee that any information accessed by FD will be accurate or complete. FD acknowledges that performance of the Leased Equipment,the clinical records and reporting platform,and the Software may be affected by any number of factors, including without limitation, technical failures, the acts or omissions of third parties, and other causes reasonably beyond the control of MedStar. Certain features of the Leased Equipment and/or Software may not be forward-compatible and future versions of the Leased Equipment and Software may require FD to purchase additional equipment, hardware, and third party software. 10. GENERAL INDEMNITY: To the extent allowed by the Texas constitution and the laws of the state of Texas, each party shall defend, indemnify and hold harmless the other and it's officers, directors, shareholders, partners, employees, agents from any and all threatened or actual claims, proceedings, losses, damages, fines, penalties, liabilities, costs and expenses of any nature, including attorneys' fees and court costs sustained or incurred by or asserted against the other party arising from the party's own breach of this agreement in any material respect or(ii)the party's own conduct in connection with the performance of this Agreement that constitutes gross negligence, fraud, willful misconduct or a knowing violation of law. Nothing in the provision shall otherwise limit or waive any other immunity available to FD or MedStar or their agents and employees. 11.NO WAIVER: FD and MedStar are governmental entities created under the laws of the State of Texas and nothing contained in this Agreement waives or relinquishes FD or MedStar's right to claim any exemptions, privileges, or immunities as may be provided by law. 12. FORCE MAJEURE: Service from MedStar is subject to floods, strikes or other labor disturbances, fire, accidents, war, delays of carriers, inability to obtain equipment, hardware, and materials, failure or allocation of normal sources of supply, terrorist act, machinery or equipment breakdown,plant shutdown, restraints of government, (whether or not it later proves to be invalid), or any other similar or dissimilar cause beyond Med Star's reasonable control ("Force Majeure Event"). MedStar shall not be liable in damages or otherwise resulting from a Force Majeure Event, and FD waives any right to assert a claim against MedStar in respect thereof. MedStar shall advise FD in writing of the reason for and anticipated length of any such event. FD may source products from another supplier for the duration of the Force Majeure Event. 13. DISASTER RECOVERY: In the event of a disaster or catastrophe totally or partially disabling FD's computing capability, whether due to natural or man-made causes, MedStar agrees to use its best efforts to aid in the prompt restoration of computing capability, including but not limited to emergency loans of Equipment, provision of maintenance services, and provision of technical assistance to FD in its attempts to recover services. FD and MedStar shall negotiate in good faith to provide reimbursement to MedStar for the actual costs of equipment, parts, materials, and shipping involved in such emergency response. 14. COMPLIANCE: It is the responsibility of FD to comply with all applicable laws, ordinances, codes and regulations of the federal, state and local governments including but not limited to: Compliance with HHS/GSA Excluded Individuals/Entities Social Security Act Sections 1128, 1128A, 1156,Health Insurance Portability and Accountability Act and its implementing regulations (45 C.F.R. Parts 160-164), and the Health Information Technology for Economic and Clinical Health Act, as incorporated in the American Recovery and Reinvestment Act of 2009, and its implementing regulations, each as issued and amended by the Secretary (all the foregoing, collectively"HIPAA"). FD agrees its existing BAA with MedStar will cover this Agreement. 15. HIPAA OBLIGATIONS: Both Parties acknowledge Obligations and Other Regulations Implementing the Health Insurance Portability and Accountability Act of 1996(42 U.S.C. § 1320(d) ("HIPAA"). The Parties acknowledge that federal regulations set forth in HIPAA and the Health Information Technology for Economic and Clinical Health Act of 2009 (42 U.S.C. 17921-53) ("HITECH Act") relating to the confidentiality, integrity and accessibility of individually identifiable health information (whether created, maintained, accessed, stored or transmitted electronically or otherwise) require covered entities to comply with the privacy and security standards adopted by the U.S. Department of Health and Human Services as they may be amended from time to time, 45 C.F.R. parts 160 and 164, subparts A and E ("Privacy Rule") and 45 C.F.R. parts 160 and 164, subparts A and C ("Security Rule"). The Privacy Rule and Security Rule are collectively referred to herein as the "Privacy and Security Standards." The Privacy and Security Standards require a covered entity to ensure that those who receive, access, store, or transmit confidential information in the course of providing services on behalf of a covered entity comply with certain obligations regarding the confidentiality, integrity and availability of health information as defined in the aforementioned regulations. Accordingly,the Parties agree to comply with those regulations as they may apply in the course of providing services hereunder. 16. SEVERABILITY. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions shall remain in full force and effect. 17. GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the substantive law of the State of Texas, without regard to its conflict of laws principles. The venue of any litigation arising from this Agreement will be in the United States District Courts,Fort Worth Division of the Northern District of Texas if the litigation arises in Federal Court or in the District Courts of Tarrant County, Texas if the litigation arises in State Court. 18. MODIFICATION. No supplement, modification, or amendment of any term, provision, or condition of this Agreement shall be binding or enforceable on either Party hereto unless in writing signed by both Parties. 19.NOTICES: All notices provided for by this Agreement shall be made in writing either(a)by actual delivery (e.g., personally, by commercial courier service, or by confirmed telefacsimile) of the notice, or (b) by the mailing of the notice by United States Postal Service certified or registered mail,return receipt requested,and addressed to the party to be notified at the address set forth below (or at such other address as may be given by notice by a party). The notice shall be deemed to be received (i) if by actual delivery, on the date of its receipt by the party, or (ii) if by mail, on the second day on which mail is delivered following the date of deposit in the United States Postal Service. If to FD: City of Fort Worth Attn: Assistant City Manager for Fire 200 Texas St. Fort Worth, TX 76102 Fax: 817-392-8654 Email: Valerie.washington(6—b,fortworthtexas.gov With a copy to Fort Worth City Attorney's Office at same address. If to MedStar: MedStar Mobile Healthcare 2900 Alta Mere Drive Fort Worth, TX 76116 Attn: Kenneth J. Simpson, Interim CEO Email: Ksimpson(z medstar911.M, With a copy to: MedStar Mobile Healthcare 2900 Alta Mere Drive Fort Worth, TX 76116 Attn: General Counsel Email: Compliance(c—pmedstar911.org 20. INDEPENDENT CONTRACTORS: MedStar is an independent contractor. Nothing in this Agreement shall be construed as creating any relationship between MedStar and FD other than that of support service provider and equipment lease and software system user, respectively. This Agreement is not intended to be, nor shall it be construed as, a joint venture, association, partnership, franchise,or other form of business organization or agency relationship or licensor and licensee agreement. FD will not obtain any ownership interest in, any of MedStar's trademarks, logos or trade secrets, or leased equipment pursuant to this Services Agreement or otherwise. 21. HEADINGS: Headings are included in this Agreement for ease of reference only and will not affect the interpretation or construction of this Agreement. 22. ACCEPTANCE: This Agreement shall not be binding on FD and MedStar until it is accepted in writing by a duly authorized representative of each party. This Agreement with any exhibits represents the entire Agreement between MedStar and FD in relation to the clinical records and reporting platform,Information Technology Support Services,and leased equipment. Amendments to this Agreement shall be in writing and no acceptance by MedStar of any acknowledgment, or other document specifying different and/or additional terms or conditions shall be effective. (Signature Page Follows) Metropolitan Area EMS Authority d/b/a City of Fort Worth (Fire Department) MedStar Mobile Healthcare(MedStar) Valerie washinafon Valerie Washington(Feb 1 ,202110:47 CST) enneth . Simpson Printed Name: Valerie Washington _ Interim Chief Executive Officer Title:Assistant City Manager Date:__ �6Z-/ Date: Feb 12,2021 Approval Recommended By:JWS Davis(Jan 28,202117:21 CST) Name: James Davis Title: Fire Chief Contract Compliance Manager By:Mark Rauscher(Jan 28,202117:19 CST) Name: Mark Rauscher Title: Assistant Director Fire Approved as to Form and Legality: _C .4irsfYi� Bye Christouhei A stria Uan 29 202108:41 CST) Name: Christopher Austria Title: Assistant City Attorney Contract Authorization: M&C: N/A24089-03-2020 (March 19, 2020) and 24161-04-2020(April 7, 2020) 1295: N/A Attest�it (� By:ry �oRr 0�a �F °� °°°°°°°° d ,cy �0 d Name :Mary Kayser �=o00 o'� Title: City Secretary 0, 0 �aa4j000000000 nEXAs-o4p OFFICIAL RECORD CITY SECRETARY FT.WORTH, TX EXHIBIT A EQUIPMENT LEASE INFORMATION TECHNOLOGY SUPPORT SERVICES AGREEMENT 1. SOFTWARE: MedStar configured ImageTrend Elite Software system for EMS patient care records and reporting 2. EQUIPMENT: Leased from MedStar to Fire Department under this Agreement: MODEL MANUFACTURER SERIAL NUMBER Surface Pro 4s Microsoft 017964182553 Surface Pro 4s Microsoft 029628100153 Updated January 26, 2021 Approved for MedStar by: Name: Kenneth J. Simpson Title: Interim Chief Executive Officer Ualorie washin40n Approved for FD by:Vaierie Washington(Feb 1 ,202110:47 CST) Name: Valerie Washington Title: Assistant City Manager