HomeMy WebLinkAboutContract 55039 CSC No.55039
ADDENDUM TO RQI MASTER SERVICES AGREEMENT
BETWEEN
THE CITY OF FORT WORTH
AND
RQIPARTNERS
This Addendum to RQI Master Services Agreement ("Addendum") is entered into by and
between RQI Partners, LLC ("Vendor" or "RQIP") and the City of Fort Worth ("City" or
"Customer"), collectively the "parties."
The Contract documents shall include the following:
1. The RQI Master Services Agreement; and
2. This Addendum.
Notwithstanding any language to the contrary in the attached RQI Master Services
Agreement (the "Agreement"), the parties stipulate by evidence of execution of this Addendum
below by a representative of each party duly authorized to bind the parties hereto, that the parties
hereby agree that the provisions in this Addendum below shall be applicable to the Agreement as
follows:
1. Term. The Agreement shall commence upon the date signed by the Assistant City
Manager below("Effective Date")and shall expire no later than[December 31,2021] ("Expiration
Date"),unless terminated earlier in accordance with the provisions of this Agreement or otherwise
extended by the parties. This Agreement may be renewed for [four years] at the City's option,each
a"Renewal Term."The City shall provide Vendor with written notice of its intent to renew at least
thirty(30) days prior to the end of each term.
2. Termination.
a. Convenience. Either City or Vendor may terminate the Agreement at any
time and for any reason by providing the other party with 30 days written notice of
termination.
b. Breach. If either party commits a material breach of the Agreement,the non-
breaching Party must give written notice to the breaching party that describes the breach
in reasonable detail. The breaching party must cure the breach ten(10) calendar days after
receipt of notice from the non-breaching party, or other time frame as agreed to by the
parties. If the breaching party fails to cure the breach within the stated period of time, the
non-breaching party may, in its sole discretion, and without prejudice to any other right
under the Agreement, law, or equity, immediately terminate the Agreement by giving
written notice to the breaching party.
C. Fiscal Funding Out. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify
OFFICIAL RECORD
Addendum CITY SECRETARY
FT. WORTH, TX
Vendor of such occurrence and the Agreement shall terminate on the last day of the fiscal
period for which appropriations were received without penalty or expense to the City of
any kind whatsoever, except as to the portions of the payments herein agreed upon for
which funds have been appropriated.
d. Duties and Obligations of the Parties. In the event that the Agreement is
terminated prior to the Expiration Date, City shall pay Vendor for services actually
rendered up to the effective date of termination and Vendor shall continue to provide City
with services requested by City and in accordance with the Agreement up to the effective
date of termination. Upon termination of the Agreement for any reason, Vendor shall
provide City with copies of all completed or partially completed documents prepared under
the Agreement. In the event Vendor has received access to City information or data as a
requirement to perform services hereunder, Vendor shall return all City provided data to
City in a machine readable format or other format deemed acceptable to City.
3. Attorneys' Fees, Penalties, and Liquidated Damages. To the extent the attached
Agreement requires City to pay attorneys' fees for any action contemplated or taken, or penalties
or liquidated damages in any amount, City objects to these terms and any such terms are hereby
deleted from the Agreement and shall have no force or effect.
4. Law and Venue. The Agreement and the rights and obligations of the parties hereto
shall be governed by, and construed in accordance with the laws of the United States and state of
Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement
shall be in a court of competent jurisdiction in Tarrant County,Texas. To the extent the Agreement
is required to be governed by any state law other than Texas or venue in Tarrant County, City
objects to such terms and any such terms are hereby deleted from the Agreement and shall have
no force or effect.
5. Linked Terms and Conditions. If the Agreement contains a website link to terms
and conditions, the linked terms and conditions located at that website link as of the effective date
of the Agreement shall be the linked terms and conditions referred to in the Agreement. To the
extent that the linked terms and conditions conflict with any provision of either this Addendum or
the Agreement, the provisions contained within this Addendum and the Agreement shall control.
If any changes are made to the linked terms and conditions after the date of the Agreement, such
changes are hereby deleted and void. Further, if Vendor cannot clearly and sufficiently
demonstrate the exact terms and conditions as of the effective date of the Agreement, all of the
linked terms and conditions are hereby deleted and void.
6. Insurance. The City is a governmental entity under the laws of the state of Texas
and pursuant to Chapter 2259 of the Texas Government Code, entitled "Self-Insurance by
Governmental Units," is self-insured and therefore is not required to purchase insurance. To the
extent the Agreement requires City to purchase insurance, City objects to any such provision, the
parties agree that any such requirement shall be null and void and is hereby deleted from the
Agreement and shall have no force or effect. City will provide a letter of self-insured status as
requested by Vendor.
Addendum Page 2 of 11
7. Sovereign Immunity. Nothing herein constitutes a waiver of City's sovereign
immunity. To the extent the Agreement requires City to waive its rights or immunities as a
government entity; such provisions are hereby deleted and shall have no force or effect.
8. Indemnity. To the extent the Agreement,in any way,requires City to indemnify or
hold Vendor or any third party harmless from damages of any kind or character, City objects to
these terms and any such terms are hereby deleted from the Agreement and shall have no force or
effect.
9. IP Indemnification. Vendor agrees to indemnify, defend, settle, or pay, at its
own cost and expense, including the payment of attorney's fees, any claim or action against
the City for infringement of any patent, copyright, trade mark, service mark, trade secret,
or other intellectual property right arising from City's use of the Deliverable(s),or any part
thereof, in accordance with the Agreement, it being understood that the agreement to
indemnify, defend, settle or pay shall not apply if City modifies or misuses the
Deliverable(s). So long as Vendor bears the cost and expense of payment for claims or actions
against the City pursuant to this section 8,Vendor shall have the right to conduct the defense
of any such claim or action and all negotiations for its settlement or compromise and to settle
or compromise any such claim; however, City shall have the right to fully participate in any
and all such settlement, negotiations, or lawsuit as necessary to protect the City's interest,
and City agrees to cooperate with Vendor in doing so.In the event City,for whatever reason,
assumes the responsibility for payment of costs and expenses for any claim or action brought
against the City for infringement arising under the Agreement, the City shall have the sole
right to conduct the defense of any such claim or action and all negotiations for its settlement
or compromise and to settle or compromise any such claim; however, Vendor shall fully
participate and cooperate with the City in defense of such claim or action. City agrees to give
Vendor timely written notice of any such claim or action,with copies of all papers City may
receive relating thereto.Notwithstanding the foregoing,the City's assumption of payment of
costs or expenses shall not eliminate Vendor's duty to indemnify the City under the
Agreement. If the Deliverable(s), or any part thereof, is held to infringe and the use thereof
is enjoined or restrained or, if as a result of a settlement or compromise, such use is
materially adversely restricted, Vendor shall, at its own expense and as City's sole remedy,
either: (a) procure for City the right to continue to use the Deliverable(s); or(b) modify the
Deliverable(s) to make them/it non-infringing, provided that such modification does not
materially adversely affect City's authorized use of the Deliverable(s); or (c) replace the
Deliverable(s) with equally suitable, compatible, and functionally equivalent non-infringing
Deliverable(s) at no additional charge to City; or (d) if none of the foregoing alternatives is
reasonably available to Vendor, terminate the Agreement, and refund all amounts paid to
Vendor by the City, subsequent to which termination City may seek any and all remedies
available to City under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE
SECURED BY THE REQUISITE INSURANCE COVERAGE REQUIRED BY CITY.
10. Data Breach. Vendor further agrees that it will monitor and test its data
safeguards from time to time, and further agrees to adjust its data safeguards from time to
time in light of relevant circumstances or the results of any relevant testing or monitoring. If
Vendor suspects or becomes aware of any unauthorized access to any financial or personal
Addendum Page 3 of 11
identifiable information ("Personal Data") by any unauthorized person or third party, or
becomes aware of any other security breach relating to Personal Data held or stored by
Vendor under the Agreement or in connection with the performance of any services
performed under the Agreement or any Statement(s)of Work("Data Breach"),Vendor shall
immediately notify City in writing and shall fully cooperate with City at Vendor's expense
to prevent or stop such Data Breach. In the event of such Data Breach, Vendor shall fully
and immediately comply with applicable laws,and shall take the appropriate steps to remedy
such Data Breach. Vendor will defend, indemnify and hold City, its Affiliates, and their
respective officers, directors, employees and agents, harmless from and against any and all
claims, suits, causes of action, liability, loss, costs and damages, including reasonable
attorney fees, arising out of or relating to any third party claim arising from breach by
Vendor of its obligations contained in this Section, except to the extent resulting from the
acts or omissions of City. All Personal Data to which Vendor has access under the
Agreement, as between Vendor and City, will remain the property of City. City hereby
consents to the use, processing and/or disclosure of Personal Data only for the purposes
described herein and to the extent such use or processing is necessary for Vendor to carry
out its duties and responsibilities under the Agreement,any applicable Statement(s)of Work,
or as required by law.Vendor will not transfer Personal Data to third parties other than
through its underlying network provider to perform its obligations under the Agreement,
unless authorized in writing by City. Vendor's obligation to defend, hold harmless and
indemnify City shall remain in full effect if the Data Breach is the result of the actions of a
third party. All Personal Data delivered to Vendor shall be stored in the United States or
other jurisdictions approved by City in writing and shall not be transferred to any other
countries or jurisdictions without the prior written consent of City.
11. Insurance. Vendor agrees that insurance coverage provided to City by Vendor is
sufficient for purposes of the Agreement only.
12. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is
understood and agreed that all obligations of City hereunder are subject to the availability of funds.
If such funds are not appropriated or become unavailable, City shall have the right to terminate the
Agreement except for those portions of funds which have been appropriated prior to termination.
13. Public Information. City is a government entity under the laws of the State of Texas
and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act. To the extent the Agreement requires that City maintain records in violation of
the Act, City hereby objects to such provisions and such provisions are hereby deleted from the
Agreement and shall have no force or effect. In the event there is a request for information marked
Confidential or Proprietary, City shall promptly notify Vendor. It will be the responsibility of
Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are
sufficient will not be decided by City, but by the Office of the Attorney General of the State of
Texas or by a court of competent jurisdiction.
14. Addendum Controlling. If any provisions of the attached Agreement, conflict with
the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or
ordinance of City, the terms in this Addendum shall control.
Addendum Page 4 of 11
15. Network Access.
a. City Network Access. If Vendor, and/or any of its employees, officers,
agents, servants or subcontractors (for purposes of this section "Vendor Personnel"),
requires access to the City's computer network in order to provide the services herein,
Vendor shall execute and comply with the Network Access Agreement which is attached
hereto as Exhibit"A" and incorporated herein for all purposes.
b. Federal Law Enforcement Database Access. If Vendor, or any Vendor
Personnel,requires access to any federal law enforcement database or any federal criminal
history record information system, including but not limited to Fingerprint Identification
Records System ("FIRS"), Interstate Identification Index System ("III System"),National
Crime Information Center ("NCIC") or National Fingerprint File ("NFF"), or Texas Law
Enforcement Telecommunications Systems("TLETS"),that is governed by and/or defined
in Title 28, Code of Federal Regulations Part 20 ("CFR Part 20"), for the purpose of
providing services for the administration of criminal justice as defined therein on behalf of
the City or the Fort Worth Police Department, under the Agreement, Vendor shall comply
with the Criminal Justice Information Services Security Policy and CFR Part 20, as
amended,and shall separately execute the Federal Bureau of Investigation Criminal Justice
Information Services Security Addendum. No changes, modifications, alterations, or
amendments shall be made to the Security Addendum. The document must be executed as
is, and as approved by the Texas Department of Public Safety and the United States
Attorney General.
16. Immigration Nationality Act. Vendor shall verify the identity and employment
eligibility of its employees who perform work under the Agreement, including completing the
Employment Eligibility Verification Form(I-9). Upon request by City,Vendor shall provide City
with copies of all I-9 forms and supporting eligibility documentation for each employee who
performs work under the Agreement. Vendor shall adhere to all Federal and State laws as well as
establish appropriate procedures and controls so that no services will be performed by any Vendor
employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY
CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR
LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S
EMPLOYEES,SUBCONTRACTORS,AGENTS,OR LICENSEES.City,upon written notice
to Vendor, shall have the right to immediately terminate the Agreement for violations of this
provision by Vendor.
17. No Boycott of Israel. If Vendor has fewer than 10 employees or the Agreement is
for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with
Chapter 2270 of the Texas Government Code,City is prohibited from entering into a contract with
a company for goods or services unless the contract contains a written verification from the
company that it: (1) does not boycott Israel; and(2) will not boycott Israel during the term of the
contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those
terms in Section 808.001 of the Texas Government Code. By signing this Addendum, Vendor
Addendum Page 5 of 11
certifies that Vendor's signature provides written verification to City that Vendor: (1) does not
boycott Israel; and(2) will not boycott Israel during the term of the Agreement.
18. Right to Audit. Vendor agrees that City shall,until the expiration of three(3)years
after final payment under the Agreement, have access to and the right to examine any directly
pertinent books, documents, papers and records of Vendor involving transactions relating to the
Agreement. Vendor agrees that City shall have access during normal working hours to all
necessary Vendor facilities and shall be provided adequate and appropriate workspace in order to
conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable
advance notice of intended audits.
(signature page follows)
Addendum Page 6 of 11
ACCEPTED AND AGREED:
CITY:
City of Fort Worth Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract,including ensuring all
By. Valerie Washington(Dec 15,2020 09:47 CST) performance and reporting requirements.
Name: Valerie Washington
Title: Assistant City Manager
Date: Dec 15,2020 By: a,kR`scA e(DeC 9'202023:11 CST)
Name: Mark Rauscher
Approval Recommended: Title: Assistant Director,Fire
Approved as to Form and Legality:
By. J ,Davis(Dec 9,2020 09:55 CST)
Name: James Davis 44�ann� TB Sfiron�
Title: Fire Chief '�4 oR �� By:
JB Strong(Dec 9'2020 15:39 CST)
FF°°°°rtyaa,�o°° °o0 Name: J.B. Strong
Attest: !O I Title: Assistant City Attorney
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�4 °°O°o°°O°°°°° *a Contract Authorization:
aa>1 nexp5441 M&C: N/A
By: OIUV�
Name: Mary Kayser
Title: City Secretary
VENDOR:
RQI Partners, LLC
By: Z�>av' [drL��
Name: David LaCombe
Title: Vice President
Date: December 7, 2020
OFFICIAL RECORD
CITY SECRETARY
NETWORK ACCESS AGREEMENT
FT. WORTH, TX
Addendum Page 7 of 11
This Network Access Agreement("Agreement")is made and entered into by and between the City
of Fort Worth ("City'),a home rule municipal corporation organized under the laws of the State of Texas,
and RQI Partners,LLC.,a Foreign Limited Liability Company("Vendor").
1. The Network The City owns and operates a computing el ironment and network
(collectively the"Network"). Vendor wishes to access the City's network in order , provide CPR training
for EMT personnel using simulation mannequins and software. In order to p.—ide the necessary
support,Vendor needs a -ess to the Internet and email(the"c-rvices").
2. Grant of Limited Access.Vendor is hereby granted a limited right of access to the City's
Network for the sole purpose of providing the Services. Such access is granted subject to the terms and
conditions forth in this Agreement and applicable provisions of the City's Administrative Regulation D-7
(Electronic Communications Resource Use Policy), of which such applicable provisions are hereby
incorporated by reference and made a part of this Agreement for all purposes herein and are available upon
request.
3. Network Credentials.The City will provide Vendor with Network Credentials consisting
of user IDs and passwords unique to each individual requiring Network access on behalf of the Vendor. If
this access is being granted for purposes of completing services for the City pursuant to a separate contract,
then, this Agreement will expire at the completion of the contracted services, or upon termination of the
contracted services,whichever occurs first. Otherwise,access rights will automatically expire one(1)year
from the date of this Agreement("Expiration Date").
❑ Services are being provided in accordance with City Secretary Contract No.
("Contract")
❑ Services are being provided in accordance with City of Fort Worth PeopleSoft Contract No.
11899. ("PSK#")
❑ Services are being provided in accordance with the Agreement to which this Access Agreement is
attached. ("Contract")
® No services are being provided pursuant to this Agreement.
4. Renewal. This Agreement shall renew in accordance with the term of the Contract or PSK
#.If there is no Contract or PSK#,this Agreement may be renewed annually by City,in its sole discretion,
at the end of the Expiration Date and each renewal term thereafter.
Notwithstanding the scheduled contract expiration or the status of completion of services,Vendor
shall provide the City with a current list of officers, agents, servants, employees or representatives that
require Network credentials on an annual basis. Failure to adhere to this requirement may result in denial
of access to the Network and/or termination of this Agreement.
5. Network Restrictions. Vendor officers, agents, servants, employees or representatives
may not share the City-assigned user IDs and passwords. Vendor acknowledges, agrees and hereby gives
its authorization to the City to monitor Vendor's use of the City's Network in order to ensure Vendor's
compliance with this Agreement. A breach by Vendor, its officers, agents, servants, employees or
representatives,of this Agreement and any other written instructions or guidelines that the City provides to
Vendor pursuant to this Agreement shall be grounds for the City immediately to deny Vendor access to the
Network and Vendor's Data, terminate the Agreement, and pursue any other remedies that the City may
have under this Agreement or at law or in equity.
Addendum Page 8 of 11
6. Termination. In addition to the other rights of termination set forth herein,the City may
terminate this Agreement at any time and for any reason with or without notice, and without penalty to the
City.Upon termination of this Agreement,Vendor agrees to remove entirely any client or communications
software provided by the City from all computing equipment used and owned by the Vendor, its officers,
agents, servants,employees and/or representatives to access the City's Network.
7. Information Security.Vendor agrees to make every reasonable effort in accordance with
accepted security practices to protect the Network credentials and access methods provided by the City
from unauthorized disclosure and use. Vendor agrees to notify the City immediately upon discovery of a
breach or threat of breach which could compromise the integrity of the City's Network, including but not
limited to, theft of Vendor-owned equipment that contains City-provided access software, termination or
resignation of officers,agents,servants,employees or representatives with access to City-provided Network
credentials, and unauthorized use or sharing of Network credentials.
8. LIABILITY AND INDEMNIFICATION. VENDOR SHALL BE LIABLE AND
RESPONSIBLE FOR ALL DAMAGES THAT THE CITY MAY INCUR DIRECTLY ON
ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY VENDOR,ITS OFFICERS,AGENTS,
SERVANTS OR EMPLOYEES. THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND
EMPLOYEES, SHALL NOT BE LIABLE FOR ANY DAMAGES THAT VENDORMAY INCUR
AS A RESULT OF THE CITY'S RESTRICTIONS TO OR DENIAL OF ACCESS TO VENDOR'S
DATA ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY VENDOR, ITS
OFFICERS, AGENTS, SERVANTS OR EMPLOYEES, OR FOR ANY REASONABLE
SECURITY MEASURES TAKEN BY THE CITY.IN ADDITION,VENDORSHALL BE LIABLE
AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS,PROPERTY DAMAGE AND/OR
PERSONAL INJURY, INCLUDING DEATH, AND ALL CLAIMS, DEMANDS AND
JUDGMENTS THEREFOR, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR
OMISSION(S) OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS,
SERVANTS AND/OR EMPLOYEES. VENDOR, AT VENDOR 'S OWN COST OR EXPENSE,
HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE CITY, ITS
OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES FROM AND AGAINST ANY
CLAIM, LAWSUIT, DEMAND OR OTHER ACTION TO THE EXTENT THAT THE SAME
ARISES FROM THE NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL
MISCONDUCT OF VENDOR,ITS OFFICERS,AGENTS, SERVANTS OR EMPLOYEES.
9. Confidential Information. Vendor, for itself and its officers, agents, employees, and
representatives, agrees that it shall treat all information provided to it by the City as confidential and shall
not disclose any such information to a third party without the prior written approval of the City. Vendor
further agrees that it shall store and maintain City Information in a secure manner and shall not allow
unauthorized users to access,modify,delete or otherwise corrupt City Information in any way.Vendor shall
notify the City immediately if the security or integrity of any City information has been compromised or is
believed to have been compromised.
10. Rieht to Audit. Vendor agrees that the City shall, during the initial term, any renewal
terms, and until the expiration of three (3) years after termination or expiration of this contract, have
access to and the right to examine at reasonable times any directly pertinent books, data, documents,
papers and records, both hard copy and electronic, of the Vendor involving transactions relating to this
Agreement. Vendor agrees that the City shall have access during normal working hours to all necessary
Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in
compliance with the provisions of this section. The City shall give Vendor reasonable advance notice of
Addendum Page 9 of 11
intended audits.Vendor further agrees to include in all its subcontractor agreements hereunder a provision
to the effect that the subcontractor agrees that the City shall, during the initial term, any renewal terms,
and until expiration of three (3) years after termination or expiration of the subcontract, have access to
and the right to examine at reasonable times any directly pertinent books, data, documents, papers and
records, both hard copy and electronic, of such subcontractor involving transactions related 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 work space in order to conduct audits in
compliance with the provisions of this paragraph. City shall give subcontractor reasonable notice of
intended audits.
11. Agreement Cumulative. This Agreement is cumulative of and in addition to any written
contracts, agreements, understandings or acknowledgments with the City signed by Vendor. This
Agreement and any other documents incorporated herein by reference constitute the entire understanding
and Agreement between the City and Vendor as to the matters contained herein regarding Vendor's access
to and use of the City's Network.
12. Amendments. The terms of this Agreement shall not be waived, altered, modified,
supplemented, or amended in any manner except by written instrument signed by an authorized
representative of both the City and Vendor.
13. Assignment. Vendor may not assign or in any way transfer any of its interest in this
Agreement.Any attempted assignment or transfer of all or any part hereof shall be null and void.
14. 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.
15. Force Maieure. Each party shall exercise its best efforts to meet its respective duties and
obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in
performance due to force majeure or other causes beyond their reasonable control (force majeure),
including,but not limited to, compliance with any government law, ordinance or regulation, acts of God,
acts of the public enemy,fires, strikes,lockouts,natural disasters,wars,riots,material or labor restrictions
by any governmental authority,transportation problems and/or any other similar causes.
16. Governing Law/Venue.This Agreement shall be construed in accordance with the laws
of the State of Texas. If any action,whether real or asserted, at law or in equity,is brought on the basis of
this Agreement,venue for such action shall lie in state courts located in Tarrant County,Texas or the United
States District Court for the Northern District of Texas,Fort Worth Division.
17. Signature Authority. By affixing a signature below, the person signing this Agreement
hereby warrants that he/she has the legal authority to bind the respective party to the terms and conditions
in this agreement and 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.
[Signature Page Follows]
Addendum Page 10 of 11
Executed effective as of the date signed by the Assistant City Manager below.
FORT WORTH:
City of Fort Worth Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
nowt!!! of this contract,including ensuring all
By: n(Dec 15,202009:47C5-0 performance and reporting requirements.
Name: Valerie Washington
Title: Assistant City Manager
Date: Dec 15,2020 By: Mark Rau T,(D,8,2J2D2311 CST)
Name: Mark Rauscher
Approval Recommended: Title: Assistant Director,Fire
Approved as to Form and Legality:
By. J ,Davis(Dec 9,229SS CSC
Name: James Davis
TB Sf✓onGi
Title: Fire Chief po44ORn��a By. J6Strong(Dec9,�o777777
p�►F°�°°°%4 o& Name: John B. Strong
Attest: a wo° o���o Title: Assistant City Attorney
�vo =d
o o° d
o
'�°°°°°°°°°°°°° p� Contract Authorization:
By:
Name: Mary Kayser
Title: City Secretary
VENDOR:
RQI Partners,LLC
By:
Name: Davie Lacombe
Title: Vice President
Date: December 7, 2020
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Addendum Page 11 of 11
RESUSCITATION
QUALITYRQ1
IMPROVEMENT'
An American Heart A-6,,t-F
RQI Program Master Services Agreement—Rev 1217119 and L-rdaF Program
RESUSCITATION QUALITY IMPROVEMENT PROGRAM
MASTER SERVICES AGREEMENT
This Resuscitation Quality Improvement("RQI") Master Services Agreement("Agreement") is entered into and effective
as of 12/1/2020 ("Effective Date") by and between RQI Partners, LLC("RQIP"), a Delaware Limited Liability Company
with its principal place of business at 7272 Greenville Ave.,Suite P2020, Dallas,Texas, 75231 and City of Fort Worth,
having its principal place of business at 200 Taylor Street, Fort Worth,TX 76102 ("Customer" or City). RQIP is a
partnership between the American Heart Association and Laerdal Medical, specifically established to sell,service and
support their Resuscitation Quality Improvement Program for customers on their behalf.
AGREEMENT DOCUMENTS:
1.This Master Services Agreement; and
2. Addendum to RQI Master Services Agreement Between RQIP and the City
1. Definitions.
"Program"or"RQI"means the Program portfolio as described in Section 2 and the subject of this Agreement.
"HeartCode" means the branded program,or its successors,which forms a part of the RQI Portfolio and delivers a
program el-earning activity to enable learners to achieve a traditional AHA course completion ecard.
"System Implementation"or"Implementation"means the satisfactory installation of any equipment to be
provided as a part of the service, and proof that the system is operational evidenced by implementation of systems
for ten users.
"Order Form"means the ordering document representing purchase of any Services agreed to between the parties
signed under this Agreement.The term "Order Form"also includes any subsequent document intended by the
Parties to effect a change to the Service, such as a Change Request Form or Order Modification Form.
"Service"means all services ordered by the Customer to be included in RQI Order Forms that are subject of this
Agreement.
"Users"means Customer's employees, consultants, contractors, clients or agents who are authorized to use the
Service and have been supplied user identifications and passwords by Customer, or by RQIP at Customer's request.
2. Program Description—Resuscitation Quality Improvement(RQI).
The RQI portfolio of Programs is a system developed jointly by the American Heart Association and Laerdal Medical
AS to assist in the continuous improvement of resuscitation skills provided by healthcare workers. RQI Partners,
LLC, is a joint venture of the American Heart Association and Laerdal Medical Corporation established to sell,
service and support the RQI Program.
The Program utilizes a variety of learning tools to assist in competence development through frequent,small
quantities of learning activities, including performance feedback and measurement. The Program implemented at
Customer site includes some or all the following as specified in an Order Form:
• Skills learning activities for the practice of resuscitation skills using special simulation learning stations deployed
at all locations; Page 1 of 11 Rev. 12/07/2019
• Simulation Stations that include all necessary equipment to ensure completion of skills learning activities;
• Simulations&Feedback By Telephone to allow emergency call takers to improve competence in guiding
bystanders through critical resuscitation skills;
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• HeartCode Program an e-learning system which provides an alternative method of delivery of traditional AHA
healthcare provider and course completion ecard;
• Learning management system to ensure the suitable management of learning activities within, reporting and
administration of the Program;
• Debriefing of Case Performance to provide guidance on system improvement;
• Rolling electronic eCredential maintenance system that maintains the electronic credential for Verified
Competence,compliance documents for the Customer, and the validity periods;
• Get With The Guidelines-Resuscitation system for collection of data and measurement of system improvement.
Customers electing to engage in the Get With The Guidelines(GWTG)system on an Order Form under this
Agreement, must also have completed an American Heart Association Get With The Guidelines Unified
Participation Agreement to be eligible in that activity.
3. Service.
3.1. Provision of Service. Customer agrees that the purchase of User subscriptions for Service is not contingent
upon the delivery of any future functionality or features, nor is it dependent upon any oral or written public
comments made by RQIP with respect to future functionality or features.
3.2. Additional Users. User subscriptions for the Service are for named Users and cannot be shared or used by
more than one User but, except for HeartCode licenses, may be reassigned by Customer to new Users replacing
former Users who have separated from employment,changed job status or function,or otherwise no longer
require ongoing use of the Service. HeartCode licenses are considered consumed at User commencement in
the Program and may not be assigned. Customer acknowledges that RQIP may conduct usage audits and
invoice Customer, and Customer agrees to pay,for any usage above the number of subscriptions specified in
Customer's Order Forms, and also adjust future billing rates to the new subscription level indicated by
Customer's actual usage. Unless otherwise specified in the relevant Order Form:
(a)the term of the additional User subscriptions shall be coterminous with the expiration of the then
current subscription term; and
(b) pricing for the additional User subscriptions shall be the same as that for the pre-existing subscriptions,
prorated for the remainder of the then current subscription term.
3.3. Administrative Users. Each subscription will include a number of User accounts that include limited system
administration features,the number of which shall be agreed from time to time between the parties.
3.4. Authorized Support Contacts. Customer will designate one or more Administrative Users who are authorized
to invoke technical support and permit technical support technicians to access and make changes to
Customer's Services.
4. Use of the Service.
The Service included in the Fees stated on the Order Form may include:
4.1.Simulation Learning Stations-all equipment for skills simulation activities as provided on the Order Form (not
including the use of any consumables required to operate the equipment). Except in the case of an out of box
failure or product defect, Customer is responsible for replacing manikin faces and lungs,wipes, adult and infant
bag, adult and infant clothing. Customer acknowledges that in receiving the Service it does not take title or
ownership to any of the equipment provided for the Services under this Agreement.
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4.2.System Implementation—services to ensure that equipment installed at the Customer's site is operational and
that site administrators have been orientated to enable them to manage and operate the provided systems.An
Implementation Fee shall be included on the Order Form to cover such establishment charges.
4.3.Equipment Support—services to ensure that the provided equipment for the Service remains operational and
functional. In the case of failure of equipment RQIP will, as far as commercially reasonable, undertake to repair
or replace at its own discretion and expense within five working days of the reported failure.
4.4.Customer Support-standard telephone and online support to Customer's Authorized Support Contacts during
normal RQIP Support Hours(generally Monday-Friday,8 a.m.to 8 p.m. and Saturday 10 a.m.to 6 p.m. Eastern
time, except holidays),which are subject to change.
4.5.Software and Data Handling-use of commercially reasonable efforts to make the Service available 24 hours a
day, 7 days a week, except for: (i) planned downtime; or(ii) any unavailability caused by circumstances beyond
RQIP's reasonable control, including acts of God, acts of government,flood,fire,earthquakes, acts of terror,
strikes or other labor problems(other than those involving RQIP employees),computer,telecommunications,
internet service provider or hosting facility failures or delays involving hardware,software or power systems
not within RQIP possession or reasonable control, and network intrusions or denial of service attacks.
S. Customer Responsibilities. Customer is responsible for all activities that occur under Customer's User accounts.
Customer shall: (a) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and
appropriateness of all Customer Data; (b) use commercially reasonable efforts to preserve and care for the
Simulation Learning Stations and prevent unauthorized access to,or use of,the Service,and notify RQIP promptly of
any unauthorized use; (c) comply with all applicable local,state,federal, and foreign laws in using the Service and
not use the Service in a manner that would violate any federal or state laws of the United States; and (d) not move
any RQIP equipment beyond the designated facility where it was installed, modify, dispose of,transfer or otherwise
devalue the Simulation Learning Stations without prior written approval by RQIP.
6. Fees&Payment.
6.1. Fees. Customer shall pay all fees specified in all executed Order Forms. Except as otherwise stated on an Order
Form, all fees are quoted and paid in United States dollars. In the case of the Service, and except for
Implementation Fees and other services as stated on an Order Form:
(a)fees are based on the number of User subscriptions purchased on the relevant Order Form, not the
extent of actual usage;
(b)fees are non-refundable; and
(c)the number of User subscriptions purchased cannot be decreased during the relevant subscription term
stated on the Order Form.
6.2. Customer Invoicing&Payment. Customer shall provide complete and accurate billing and contact
information to RQIP and notify RQIP of any change to such information. Fees for the Service will be invoiced in
advance in accordance with the terms set forth in the relevant Order Form. Unless otherwise stated in the
Order Form, charges are due net thirty(30) days from the invoice date. Any payment not received from
Customer by the due date may accrue (except with respect to charges then under reasonable and good faith
dispute), at RQIP's discretion, late charges at the rate of 1.5%of the outstanding balance per month,or the
maximum rate permitted by law,whichever is lower,from the date the payment was due until the date paid.
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6.3. System Implementation and Subscription Fees. Upon completion of equipment delivery and System
Implementation as defined in Section 1 of this Agreement RQIP will initiate immediate billing for the
Implementation Fees. Unless otherwise provided on the Order Form,the fees for the subscription, and
associated billing, on the Service shall commence on the initiation of the first subscription being activated.
6.4. Taxes. Unless otherwise stated, RQIP's fees do not include any local,state,federal or foreign taxes, levies or
duties of any nature ("Taxes"). Customer is responsible for paying all Taxes, excluding only taxes based on
RQIP's income. If RQIP has the legal obligation to pay or collect Taxes for which Customer is responsible under
this section,the appropriate amount shall be invoiced to and paid by Customer unless the Customer qualifies
for exemption of some or all of the Taxes and Customer provides RQIP with a valid tax exemption certificate
authorized by each appropriate taxing authority.
6.5. Suspension of Service. If Customer's account is thirty(30) days or more overdue(except with respect to
charges then under reasonable and good faith dispute), in addition to any of its other rights or remedies, RQIP
reserves the right to suspend the Service provided to Customer,without liability to Customer, until the overdue
amounts are paid in full.
7. Proprietary Rights.
7.1. Reservation of Rights. Customer acknowledges that in providing the Service, RQIP utilizes(a)trademarks and
service marks; (b) certain audio and visual information, documents,software and other works of authorship;
and (c) other technology, software, hardware, products, know-how and other trade secrets, designs, inventions
and other tangible or intangible technical material and other intellectual property licensed to RQIP(collectively,
"RQIP Licensed IP") and that the RQIP Licensed IP is covered by intellectual property rights licensed to
Customer under this Agreement(collectively, "RQIP IP Rights"). Other than as expressly stated in this
Agreement, no license or other rights in or to the RQIP Licensed IP or RQIP IP Rights are granted to Customer,
and all licenses and rights are expressly reserved.
7.2. License Grant.To the extent Customer orders Services under this Agreement, RQIP grants Customer and its
Users a worldwide, non-exclusive, non-transferable, non-sublicensable right to access and use the Service in
accordance with the terms of this Agreement.
7.3. Restrictions. Customer shall not (a) modify, copy or create derivative works based on the Service or RQIP
Licensed IP; (b) create Internet "links"to or from the Service, or"frame" or"mirror" any content forming part
of the Service,other than on Customer's own intranets; (c) disassemble, reverse engineer, or decompile the
Service or RQIP Licensed IP, or access it in order to (i) build a competitive product or service; (ii) build a product
or service using similar ideas,features,functions or graphics of the Service; or(iii) copy any ideas,features,
functions or graphics of the Service; or(d) permit any use, removal or changes to any branding marks or logos
on any components of the Service.
8. Customer Data.
8.1. General. As between RQIP and Customer, all data obtained by RQIP from Customer through the provision of
the Service, including all data results compiled by RQIP in providing the Service("Customer Data") is owned
exclusively by Customer. Customer Data shall be considered Confidential Information subject to the terms of
this Agreement. Customer grants RQIP,the American Heart Association and Laerdal Medical,an unrestricted,
royalty-free, irrevocable license to maintain and distribute aggregated compilations of Customer Data
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("Aggregated Data") and to use such Aggregated Data for future studies and reports; provided,that the
Aggregated Data will not reveal any personal information or the identity of Customer or any information in
violation of FERPA(as defined below).
8.2. Learning Service Data. RQIP may access Customer's User accounts, including Customer Data,solely to respond
to service or technical problems or at Customer's request. Customer agrees that RQIP may distribute certain
Customer Data to support service, licensing and accreditation organizations for the benefit of Users. RQIP will
release the minimum data required to adequately credit Users for educational activities completed.
9. Confidentiality.
9.1. Definition of Confidential Information. As used in this Agreement, "Confidential Information" means all
confidential and proprietary information of a party("Disclosing Panty") disclosed to the other party("Receiving
Party"),whether orally or in writing,that is designated as confidential at the time of disclosure or that
reasonably should be understood to be confidential given the nature of the information and the circumstances
of disclosure, including the terms and conditions of this Agreement(including pricing and other terms reflected
in all Order Forms under this Agreement).Confidential Information expressly includes all proprietary
information and details that are generally considered "trade secrets" in the medical education and quality
improvement services, medical and health-related technology and resuscitation technology industries.
Confidential Information (except for Customer Data) shall not include any information that: (a) is or becomes
generally known to the public without breach of any obligation owed to the Disclosing Party; (b)was known to
the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the
Disclosing Party; (c) was independently developed by the Receiving Party without breach of any obligation
owed to the Disclosing Party; or(d) is received from a third party without breach of any obligation owed to the
Disclosing Party.
9.2. Confidentiality. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing
Party for any purpose outside the scope of this Agreement, except with the Disclosing Party's prior written
permission. Each party agrees to protect the confidentiality of the Confidential Information of the other party
in the same manner that it protects the confidentiality of its own proprietary and confidential information of
like kind. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party,
it shall provide the Disclosing Party with prior notice of the compelled disclosure (to the extent legally
permitted) and reasonable assistance,at Disclosing Party's cost, if the Disclosing Party wishes to contest the
disclosure.
9.3. Remedies. If the Receiving Party discloses or uses(or threatens to disclose or use) any Confidential Information
of the Disclosing Party in breach of this Section 9,the Disclosing Party shall have the right, in addition to any
other remedies,to seek injunctive relief, restraining order or other equitable relief to prevent breaches of this
Section 9, it being specifically acknowledged by the parties that a violation of any of the terms of this Section 9
will cause the Disclosing Party irreparable injury for which adequate remedy at law is not available.
10. Warranties.
10.1. General. Each party represents and warrants that it has the legal power to enter into this Agreement.
RQIP represents and warrants that(i) it will provide the Service in a manner consistent with general industry
standards reasonably applicable to the provision of the Service; (ii) it owns or otherwise has sufficient rights to
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the Service and the RQIP Licensed IP to grant the rights and licenses granted in this Agreement; and (iii)the
Service, RQIP Licensed IP and RQIP Licensed Rights do not infringe any intellectual property rights of any third
party.
10.2. Non-Exclusion. RQIP represents and warrants that RQIP, its officers, directors, and employees(i) are not
currently excluded,debarred, or otherwise ineligible to participate in the federal healthcare programs as
defined in 42 U.S.C. §1320a-7b(f) (the "federal healthcare programs"), (ii) have not been convicted of a criminal
offense related to the provision of healthcare items or services and have not been excluded, debarred, or
otherwise declared ineligible to participate in the federal healthcare programs, and (iii) are not,to the best of
its knowledge, under investigation or otherwise aware of any circumstances which may result in RQIP being
excluded from participation in the federal healthcare programs. This shall be an ongoing representation and
warranty and RQIP shall immediately notify Customer of any change in the status of the representations and
warranty set forth in this section. Any breach of this section shall give Customer the right to terminate this
Agreement immediately for cause.
10.3. FERPA. RQIP represents and warrants that it will not disclose any information in violation of the Family
Educational Rights and Privacy Act(20 U.S.C. 1232g) and the Family Educational Rights and Privacy Act
Regulations(34 CFR Part 99), as amended or otherwise modified from time to time, and that Education
Records, as defined by FERPA,shall remain in the ownership of Customer.
10.4. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, RQIP MAKES NO WARRANTY OF ANY
KIND,WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. RQIP SPECIFICALLY DISCLAIMS ALL IMPLIED
WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
11. Mutual Indemnification.
RQIP shall defend,indemnify,save,and hold harmless Customer its trustees,officers,employees and agents from and
against any and all judgments,damages, costs and expenses, including reasonable attorney's fees, paid or incurred by
Customer to the extent arising out of any claim, action or proceeding for the negligent acts or omissions of RQIP.
Customer shall defend, indemnify, save, and hold harmless RQIP its officers, employees and agents from and against
any and all judgments, damages, costs and expenses, including reasonable attorney's fees, paid or incurred by RQIP
to the extent arising out of any claim, action or proceeding for the negligent acts or omissions of Customer.
12. Limitation of Liability.
12.1. Limitation of Liability. EXCEPT FOR LIABILITY ARISING UNDER SECTIONS 6 (PAYMENT OF FEES), 7.3
(RESTRICTIONS), 9 (CONFIDENTIALITY), and 11 (INDEMNIFICATION), IN NO EVENT SHALL EITHER PARTY'S
AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT,WHETHER IN CONTRACT,TORT OR
UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE LESSER OF$50,000 OR THE AMOUNTS ACTUALLY PAID BY
AND DUE FROM CUSTOMER UNDER THIS AGREEMENT FOR THE SERVICE.
12.2. Exclusion of Consequential and Related Damages. EXCEPT FOR LIABILITY ARISING UNDER SECTIONS 9
(CONFIDENTIALITY) and 11 (INDEMNIFICATION), IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE
OTHER PARTY FOR ANY LOST PROFITS, LOSS OF USE,COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR
SERVICES, OR FOR ANY INDIRECT,SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER
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CAUSED AND,WHETHER IN CONTRACT,TORT OR UNDER ANY OTHER THEORY OF LIABILITY,WHETHER OR NOT
THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THE DAMAGE.
12.3. Limitation of Action. Except for actions for non-payment or breach of either party's intellectual
property rights, no action (regardless of form) arising out of this Agreement may be commenced by either party
more than two (2)years after the cause of action has accrued.
13. Term&Termination.
13.1. Term of Agreement. The Initial Term of this Agreement begins on the Effective Date and continues for
60) months from the Date of the commencement of the first subscription.
13.2. Term of User Subscriptions. User subscriptions for Services commence on the start date of the first
subscription commences and continues for the subscription term specified in the Order Form.The parties may
agree to extend the Term of this Agreement, providing that the extension is approved in writing by both parties
on an Order Form and states the conclusion date of the extended term and the price for the respective
subscriptions and services.
13.3. Termination for Cause. A party may terminate this Agreement for cause: (a) upon thirty(30) days
written notice of a material breach to the other party if the breach remains uncured at the expiration of the cure
period; or(b) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating
to insolvency, receivership, liquidation or assignment for the benefit of creditors. Upon any termination for
cause by Customer, RQIP shall refund Customer any prepaid fees for the Service for the remainder of the User
subscription term after the date of termination.Termination shall not relieve Customer of the obligation to pay
any fees accrued or payable to RQIP prior to the effective date of termination.
13.4. Effect of Termination.
(a) No Release.The expiration or termination of this Agreement,for any reason, shall not release either
Party from any obligation or liability to the other party under this Agreement that has already accrued,
including any payment obligation,or that accrues between notice of termination and the effective date
of termination. Following the termination of this Agreement, RQIP will invoice the Customer for any
outstanding fees and expenses due and owing under this Agreement, and the Customer shall pay all
such amounts to RQIP in accordance with the payment terms set forth in Section 6.
(b) Return of Materials. Upon termination of this Agreement, Customer shall:
(i) in accordance with instructions given by either RQIP or its Service Provider, use reasonable care to
remove any RQIP Equipment located at the Customer's premises, package all items, and insure and
safely return such equipment to the address specified at the expense of the customer;
(ii) provide reasonable cooperation and assistance to and appropriate access by RQIP or its Service
Provider for deactivating the Services; and, if applicable, removing equipment; and
(iii) if termination was by RQIP for cause or for convenience by Customer, pay all reasonable fees and
expenses related to the deactivation, removal, packaging,shipping and delivery of, and any tangible
items related to,the Services, including travel costs if work at Customer's location(s) is required.
13.5. Surviving Provisions. The following provisions shall survive any termination or expiration of this
Agreement:Sections 5 through 9, 11, 12,and 16 and paragraph 13.4.
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14. General Terms for Order Forms
14.1. Governance Of Order Forms-An Order Form and the use of the Service(s) ordered shall be governed in all cases
by this Master Services Agreement between RQIP and Customer.An Order Form shall state the date of the
Agreement, any services or changes to be covered by the Order Form, pricing for any services to be provided
under the Order Form,and any special conditions.Any additional terms and conditions specific to the Service(s)
shall not be effective until the Order Form is signed by authorized representatives of both parties. If an Order
Form is to be agreed between the parties at the time of signing this Agreement, it shall be included as Exhibit A
and shall be considered authorized by the signing of this Agreement.
14.2. Subscriptions On Order Forms-The number of active users in the Program subscriptions may be assessed on
the first day of each calendar quarter, and additional users beyond the quantity in the Master Services
Agreement(MSA) and/or any Order Form(s)shall be added to such MSA and Order Form(s) and subject to billing
at the point assessed.The Order is intended by both parties to run for the full term for each Service in the Order
Details, and the parties acknowledge by signing the Order Form that they are aware of the current expiration
date of the Agreement and the provisions for renewal and termination.
15. General Provisions.
15.1. Relationship of the Parties. This Agreement does not create a partnership,franchise,joint venture, agency,
fiduciary or employment relationship between the parties.
15.2. Notices. All notices under this Agreement shall be in writing and given to the party's address first written above,
and shall be deemed to have been given, unless returned due to delivery problems, upon the earliest of: (a)
personal delivery; (b)written confirmation of receipt by the other party; (c)the second business day after
mailing; (d)the second business day after sending by confirmed facsimile; or(e)the second business day after
sending by email.
15.3. Publicity. Neither party may issue press releases relating to this Agreement without the other party's prior
written consent. Either party may include the name and logo of the other party in lists of customers or vendors
in accordance with the other party's standard guidelines.
15.4. Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this
Agreement shall constitute a waiver of that right. Other than as expressly stated in this Agreement,the remedies
provided in the Agreement are in addition to, and not exclusive of, any other remedies of a party at law or in
equity.
15.5. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to
law,the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the
original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall
remain in effect.
16. Assignment. Neither party may assign any of its rights or obligations under this Agreement,whether by operation
of law or otherwise,without the prior express written consent of the other party. Notwithstanding the foregoing,
either party may assign this Agreement together with all rights and obligations under this Agreement,without
consent of the other party, in connection with a merger, acquisition, corporate reorganization, or sale of all or
substantially all of its assets . Any attempt by a party to assign its rights or obligations under this Agreement in
breach of this section shall be void and of no effect. Subject to the foregoing,this Agreement shall bind and inure to
the benefit of the parties,their respective successors and permitted assigns.
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17. Governing Law and Venue. This Agreement shall be governed exclusively by the internal laws of the State of New
York,without regard to its conflicts of laws rules.The state and federal courts located in the Borough of Manhattan,
New York shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement.
Each party consents to the exclusive jurisdiction of these courts. Each party also waives any right to jury trial in
connection with any action or litigation in any way arising out of or related to this Agreement.
18. Entire Agreement. This Agreement, including all exhibits and addenda and all Order Forms signed under this
Agreement,constitutes the entire agreement between the parties, and supersedes all prior agreements, proposals
or representations,written or oral,concerning its subject matter. No modification,amendment, or waiver of any
provision of this Agreement shall be effective unless in writing and signed by the parties. In the event of any conflict
between the provisions in this Agreement and any exhibit or addendum,or Order Form,the terms of the exhibit,
addendum or Order Form shall prevail to the extent of any inconsistency. Notwithstanding any language to the
contrary within it, no terms or conditions stated in a Customer purchase order or in any other Customer order
documentation (excluding Order Forms)shall be incorporated into or form any part of this Agreement,and all such
terms or conditions shall be null and void.
19. Counterparts. This Agreement may be executed in counterparts, either in physical or digital form,which,taken
together,shall form one legal instrument.
AGREED
RQI Partners, LLC City of Fort Worth
By: By: cz-�
67
Print Name: David LaCombe Print Name: Sherry Carter
Title: Vice President Title:Sr. CSR ESS/EMS Fort Worth Fire Dept.
Date: December 7, 2020 Date: 12/07/2020
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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Exhibit A
Note:Customer participation in the Get With The Guidelines—Resuscitation is contingent upon signing the
American Heart Association's American Heart Association's Unified Participation Agreement for that Program.
Agreement for that Program.
Page 10 of 11 Rev. 12/07/2019
RESUSCITATION Quotation
RQ. QUALITY Quote#: Q-02222-1
1111PROVEMENT" Date: 11/16/2020
Expires On: 60 Days From Quotation Date
An Ameriran Heart Association,
and Laerrtal"Program
RQI Partners LLC
7272 Greenville Avenue
Dallas,Texas 75231
USA
Customer VP,Prehospital Programs: David LaCombe
Matthew Brashear Email:david.lacombe@rgipartners.com
City of Fort Worth Fire Department
505 W Felix Street
Fort Worth,TX 76115
United States
817-392-8841
817-392-6874
matthew.brashear@foftworthtexas.gov
Annual Subscriptions
Number PRODUCT NAME CONTRACTED TOTAL PRICE PER UNIT TOTAL PRICE
TERM QUANTITY
1 RQI Healthcare Provider 12 950.00 $61.00 $57,950.00
2 RQI Healthcare Provider ALS 112 1120.00 $62.00 $7,440.00
3 1 RQI Healthcare Provider PALS 12 120.00 1 $62.00 $7,440.00
TOTAL: $72,830.00
Initial and Implementation Fees
Number PRODUCT NAME CONTRACTED TOTAL PRICE PER UNIT TOTAL PRICE
TERM QUANTITY
4 RQI-P GO Simulation Station 0 8.00 $0.00 $0.00
5 Activation Fees 0 950.00 $14.00 $13,300.00
6 1 RQI Credit 10 11.00 1 $-13,905.00 $-13,905.00
TOTAL: $-605.00
CONTRACT TOTAL: $72,225.00
For Contract Term: 1/1/2021 - 12/31/2021.
This quote represents a good faith offer for services that,unless withdrawn orally or in writing by RQI Partners prior to acceptance,are accepted by signing and returning to the representative who
submitted to you.The agreement created by your acceptance guarantees the pricing indicated in the quote subject to additional terms and conditions that will be attached as a Master Services Agreement
that you will have 30 business days to review and either accept or reject without penalty to you.
Customer acknowledges that RQI Partners may conduct usage audits and Invoice Customer,and Customer agrees to pay for any usage above the number of subscriptions specified in the Customer's
Order Forms.Except in the case of an out of box failure or product defect,customer is responsible for replacing manikin faces and lungs,wipes,adult and infant bag,adult and infant clothing.
Appropriate sales tax will be added to Invoice.
Page 1 of 1
RESUSCITATION Quotation
RQ. QUALITY Quote#: Q-00919-2
1111PROVEMENT" Date: 11/16/2020
Expires On: 60 Days From Quotation Date
An Ameriran I-IeartAssociation•
and Laerrtal"Program
RQI Partners LLC
7272 Greenville Avenue
Dallas,Texas 75231
USA
Customer VP,Prehospital Programs: David LaCombe
Matthew Brashear Email:david.lacombe@rgipartners.com
City of Fort Worth Fire Department
509 W.Felix Street
Fort Worth,PA 18902
United States
817-392-8841
817-392-6874
matthew.brashear@foftworthtexas.gov
Annual Subscriptions
Number PRODUCT NAME CONTRACTED TOTAL PRICE PER UNIT TOTAL PRICE
TERM QUANTITY
1 RQI Healthcare Provider 48 950.00 $66.78 $253,764.00
2 RQI Healthcare Provider ALS 48 1 120.00 $73.08 $35,078.40
3 1 RQI Healthcare Provider PALS 48 120.00 $73.08 $35,078.40
4 Additional per Station Fee 48 5.00 $2,500.00 $50,000.00
TOTAL: $373,920.80
Initial and Implementation Fees
Number PRODUCT NAME CONTRACTED TOTAL PRICE PER UNIT TOTAL PRICE
TERM QUANTITY
5 RQI-P GO Simulation Station (Previously Installed) 0 8.00 $0.00 $0.00
TOTAL: $0.00
CONTRACT TOTAL: $373,920.80
For Contract Term: 1/1/2022 - 12/31/2025.
This quote represents a good faith offer for services that,unless withdrawn orally or in writing by RQI Partners prior to acceptance,are accepted by signing and returning to the representative who
submitted to you.The agreement created by your acceptance guarantees the pricing indicated in the quote subject to additional terms and conditions that will be attached as a Master Services Agreement
that you will have 30 business days to review and either accept or reject without penalty to you.
Customer acknowledges that RQI Partners may conduct usage audits and Invoice Customer,and Customer agrees to pay for any usage above the number of subscriptions specified in the Customer's
Order Forms.Except in the case of an out of box failure or product defect,customer is responsible for replacing manikin faces and lungs,wipes,adult and infant bag,adult and infant clothing.
Appropriate sales tax will be added to Invoice.
Page 1 of 1
FORTWORTH
INTEROFFICE MEMO
EMERGENCY PURCHASE FOR CPR TRAINING AND CERTIFICATION
SYSTEM
To: Valerie Washington, Assistant City Manager
Cynthia Garcia, Assistant Finance Director, Financial Management Services
Taylor C. Paris, Assistant City Attorney, EOC Management
JEOC Purchase Approval Team
From: James Davis, Fire Chief
Date: November 4, 2020
Subject: Emergency Purchase of Resuscitation Quality Improvement System
The Fire Department is requesting an emergency purchase under the CARES Act Funding for
Resuscitation Quality Improvement training mannequins and the associated software license and
maintenance fees to implement the first year of operations for the RQI system. The Fire Department
personnel,under state licensing guidelines, must maintain quarterly CPR training and certification for
EMTs and paramedics.
The training mannequins work with a tablet computer and the RQI software to provide individual training
guides using audio and video prompts. The system records student data in a learning management system
and certification compliance is archived within the system for personnel. RQI is an American Heart
Association and Laerdal Program which provides CPR training and certification including BLS (Basic
Life Support), ACLS (Advanced Cardiovascular Life Support) and PALS (Pediatric Advanced Life
Support).
As the COVID-19 pandemic continues to spread throughout our community, and the response to the
pandemic continues to evolve, fire department leaders are struggling to provide training to emergency
responders treating patients in emergent situations while reducing undue exposure to said personnel.
Surges in the spread of COVID-19 have caused the department to restrict instructor-led classroom
training. The RQI system provides portable simulation stations that can be transferred between fire
stations, allowing individual training rather than classroom instruction, during their assigned shift. The
RQI system, therefore, not impacted by social distancing requirements while also reducing the risk of
exposure to COVID-19. The mannequins will rotate from station to station for the quarterly training
schedules. Without this purchase, the Department will not be able to properly certify EMT personnel on
CPR training in sufficient time and, as a result, the EMT personnel will lose the Texas Department of
State Health licensing and the Fire Department will be unable to offer emergency services to citizens of
Fort Worth and surrounding areas.
This purchase will consist of the following features:
Analytiiics for continuous improvement Decrease and/or eliminate Overtime
Low-dose, high-frequency Eliminate cost of Manuals
Eliminate cost of Cards
Skill/knowledge retention Eliminate
the logistics of covering DOS
On-going verified provider Station, Equipment and Crew
competence Eliminate your time scheduling classes
Graphic performance feedback Eliminate cost of manakin updates
Voice assisted manikin Review performance of the department,
Self-directed learning, available battalion, station and crew
24/7/3b'5 Review individual's performance
eSimulation Review departments compliance
Instant, objective feedback Access to Analytics not previously
Manikin skills at workstation available
Atitonornous self-mastery Focus 1-1 learning when necessary
Provides CE credit Focus Instructor on other training
AHA ECC Guidelines Compliant Time and resource for new programs
Assuring the health and safety of the City of Fort Worth citizens and employees are of the upmost
importance during the COVID-19 pandemic and beyond. We request the approval for the purchase of the
RQI system under Chapter 2, Article 1, Section 2-9 at(9)the City's Code of Ordinances and Section
252.022 of the Local Government Code which exempts from normal bidding requirements expenditures
that are necessary to preserve the cty's property and the public health or safety of the municipality's
residents.
APPROVED FOR EMERGENCY PROCUREMENT:
Recommended: J&fs Davis(Nov 5,2020 11:02 CST)
James Davis, Fire Chief
Approved by JEOC: Mark Rauscher(NOv 5,202012:22 CST)
Signature from one of the following:
Mark Rauscher, Assistant Fire Director
Homer Robertson, Assistant Fire Chief
Maribel Martinez, Emergency Mgt. Coord. or
Justin Cox, Grants Manager
Approved As to Legality
Taylor C. Paris, Assistant City Attorney
X&U/
Approved by Assistant City Manager Valerie Renee Washington(Nov S,202013:44 CST)
Valerie Washington, Assistant City Manager
Approved:
Cynthia Garcia, Assistant Finance Director
Page 1 of 2
Fity of Fort Worth, Texas
CARES Act Justficatlon Form
This form is required for proposed expenditures Df 525,4E}g of more- It is not required for the purchases of PPE
and Cleaning Supplies purchased by JEDC and the Purchasing Division in response Eo C-Dvid-19-
Department 036Fire Sfarl Date 1W1EV20M EndOate 1215112020
Calegory Technology
Justification Funding is regp.uesled to enable paymiw4forfioense and mainlenarraeliees�^iiated with the implernentation and
first year of operat63ry for dw ResusoffAion Ouaiity Improvement(tQl)system.This system provides the requiired
quarterly CPR irainirrgfcedification for emergency me6caE technicians and Paramedtos through the use of porfable
simulation sletions that can be transferred from fire station to station,allowing personnel is complete training durin-g
I*reirassigned drift +
�fhe RQ1 system provides training stations ffiai integrate rnanRoEns and a tabliel ooarputer10 proOde audioeuideo II
pnompfs,guide the wining,and record student data in a learning managerrhent system-In addition to student
perFwmance data,cefffficatim compliance is archived wiftn this system for esah staff member.this afters many
adwsnteges over the ourrent model that requires in-person,instraxfor4ed training-
As the COrllt-19 response continues to evodve and change,fz-.e deparirnents arg challenged to reduce exposure for
their personnel while st71 providing required continuing educafion.Use of this technology allows up-lo-date training
delivered to personnel for hands-on review and completion of their free station,without requiring staff report to a
dassroom artrd be exposed to permmne!f-rom Other stations and training staff-In addition to more efficient deRvaay of
continuing education units required far maintaMEng licenses and certifications,0-a RQI system will ensure delivery of�
carnpetenne�Yerifwd,tagh-quataty CPR that leads to better patient oirtaomes.
VVas the expenditure budgeted for in FY20? Yes No
Is any equipment purchased expected to heave a useful life past f3ecember 3E,21120? Yes
VVdl there be continuing related costs in out years? Yes)< Na Fj
How much will be the om-going oast in Tuture years' FY21 (17J31120-9f3aL1) F'r'22 $72.225.00
fFAY in Me i+owrg table below do auto-cafwAbfe
the fadtrf far each feVecWe fr&ae ff mJ yearla.� F-Y23-FY25 ZQI-13,1675-00
' r r r r Cost to be charged to the CARES Coronavirusi
ExpenditWreType 313i-gmml) 1W1-12130M Mattes
RQI System LloerneMabrt Fees $72.25.00 One year of RGI license and maintenance hosts.
Total
Proposed ON-GOING Cost
ExpendttureType 12J31t2"t30r21 FY22 FY23-FY2,9' Notes
RQI System Urzerserhlavni Fees P2.225.00 '$216.!E[75J00
FORTWORTH
Page 2 of 2
City of Fort Worth,Texas
CARES Act Justificatort Farm
This form is required fir proposed expenditures of$25,0100 ar mart_ It is not required fc r the purohases of PPE
and Cleaning Supplies purchased by JEOC and the Purchasing 0Nision in response to C cry id-19.
ExpeMdure Type 12J31f20-130J21 FY22 FY23-FY25
Total
t
By aigrring Mis fwm electronically_you read,urxlendl arrd agree that you(rave revieW'ed and derermined Me prof+os21.;
he reasccabk.
The statute siso specifies that expenditures using Fund payrrrents m-usl be "necessary." Tfte Department of the T reas.i •,
undeastands this Berm broadly to mean that the expenditure is reasonably necessary for its :ntended use in She reasonatrle-
judgm-ErA oFthe govemment officials responsible for spendang Fond pay-nents.
Name)SignaYum: Mark Rausotter Peter James � Valerie'Nash<ngton
_ t
Fur'Department Use Only -7or JEOC $FINIS Use Only For ACM Use Only
NOTE:
Please be advised that if"s form is approved,the Requesior must still comply weft alt Purohasirtg Requirements.i.e.Correpletad
Emergency Purchase Mefnos, Following the Bid Requirements it apipkALMe, eta. Please cantaw the City Aimmey's Office or
Purchasing to veirEy the fe-quirenrents_
Make sure all required svppufUng documentation is attached_
For FMS Use Only
CMO Approved? Yes] No
bMAT1ON
KQ I
QUALITY
Mooch 1E,31313
A-Enter•evr,rtotnl annual trairirr5 cast:for 6L5,ACZ and PALS here:
Ala#c: user chy;w f6s,3&ct!orr A obom�3R wce lorr 8 bpiaar:ewI bofn
E.trymu rim not Jnow pour total arnua1 tre;n.r6 co—men use the e-brr;bM,r oeIcrm
JYa le: urn c.7r.. yea ran A obomt.0R Ui:r:;cPtiar S:ea!oath Svhtota7s
Y7tr e-rti-natea nerrrber of annual-9U le amers ITrom QUcKWote taoy A77
The rm7io or Lea ns_-rs to&S instrud)ar.per daa? i9
The numtr7 or oases ytw,for the total n•um--er of 9LS;enmers 27
The arermse haurl salary far a US irst cto.-7 $47 09
The avera-e hrmurs r t};S a.tructor ends on each I3L5 T 8.00
Estimated anrvual cost aT insbvcNx time frarEtl.S dessei 2
What s th-e bovz =Koury sz!jy for•dour BU learners! 52aM
Haw many haw—,do Moir A!.rner,9�cnci in a OU class! A.OD
DD.�c�� jtes wh 55 oars er{in treinir,g! No
Esloar�lyd■rinual oast of leamer timt for 8E9 desaes 547-9M
What COIA-S do You aap to :t•rd-a5rtf c�sssro¢m 6L5 trminirV. 9D
What costs ao oL.3a for a -ca n:ir--9L5 train jrses! $R
Yotr estimated nerrrber of annr�5'4CL5 learners grant quir KIL%M)c t5o1 E0
The r7io of Lea n-_-rs to ACLS,ns#rj&ors per cbcz? 6
The rrumtr7 or m:;sesV�few,for the total numtmr of ACLS Iearners 1D
The :,,emSr M r+r salary far a A=inrtrurtor'! 547-00
The a•rerange MLA -s}vj ACLS 5!rstr-iror:mends on each Ails doss? a0O
Estimated arrrrumI oast aT irrstructar time far ACLS dMssim $3,760
whets:he a,nc a MIL r•f scary Tar ycrur ADS kameW. unx
Hwr man• MLi do YoL.r�mmem-1pentl�n a A05 darn? 9.00
Derou t•a*itjtes wh a ea—hers are in trains
Estimated tnrwmI oast aT learner times Tor;,' It:;
54hat cevm oo Yei 307 br v;-d-:.srtf c.%m ww rn-CS tr-rin6`
What cvzis Go ma:3by br anlire X_L truinirS cecrses?
Your estimates:nu mbr of unnra,FAS learrh-s tiWom Qaid6Quote:abj ELL
The Fzao of leum--rs to PALS Lr--Ulcmcs der crass' E
The narrater or c!assesjyee-forthc telal numaer of PALS leam---s M
The-! emge NauFly salary fir a RA;S ins&uctar' $47A0
The srerage haors3 you PALS ir%strjeLorwends an eater PALS[lase? 8Q0
Estimated anrvuel oast of imbitcter time lbr PALS dr.a $317E-0
what s:ramsy- ---`-- -r. 17• •7ijr PALS-Burners? Umm
How rnenyh t,__:.!r: rraPALckus? 0.00
Do•pj P3Y.L hr -•-- =in train-my No
Estimated snrwal oast of learner time for PALS classei SIZAM
What to:s c o you aaY io--ticrd-]artf PALS gain-r''
'Arhat costs no au as !cc onFire PALS training corzses?
i
What we you lost trdclin6 nests*�e to anrwal tLe-rower rate' $0
What are•pjr hojrly cars or troinir;S rm-oms� $d
Whet x p-ir enrr-iel oast of cock;and other r_ao`er CPR wair.rLS-
Wl%!:t-tee yljjr anneal wst of CPR cam arcct--irA'
Any CPR"-wiirA?
fatal iwirrya�ec-rr ual cast or CPR traLnir4 M173
C. This is rht crrrerd serf of pur CPR tr4inin6 oascd on A or 6 eooue 5MrM tEstilreteol
d_ Tnis is the armuad cast for the RQ:vmgrun +ram the lk--ik cuota 201B tea 171,227
E_ 7t s is the r<'ftrens aetweer.the PQJ Proem ono your rirrent carts �q7
RESUSCITATION
QUALITYRQ1
IMPROVEMENT"
RQI Program Master Services Agreement—Rev 1217119 An Amer an Heart atlon�
and Laerdal"Prograingram
RESUSCITATION QUALITY IMPROVEMENT PROGRAM
MASTER SERVICES AGREEMENT
This Resuscitation Quality Improvement ("RQI") Master Services Agreement ("Agreement") is entered into and effective
as of 12/1/2020("Effective Date") by and between RQI Partners, LLC("RQIP"), a Delaware Limited Liability Company
with its principal place of business at 7272 Greenville Ave.,Suite P2020, Dallas,Texas, 75231 and City of Fort Worth,
having its principal place of business at 200 Taylor Street, Fort Worth,TX 76102 ("Customer" or City). RQIP is a
partnership between the American Heart Association and Laerdal Medical,specifically established to sell,service and
support their Resuscitation Quality Improvement Program for customers on their behalf.
AGREEMENT DOCUMENTS:
1.This Master Services Agreement; and
2.Addendum to RQI Master Services Agreement Between RQIP and the City
1. Definitions.
"Program"or"RQI"means the Program portfolio as described in Section 2 and the subject of this Agreement.
"HeartCode" means the branded program,or its successors,which forms a part of the RQI Portfolio and delivers a
program eLearning activity to enable learners to achieve a traditional AHA course completion ecard.
"System Implementation"or"Implementation"means the satisfactory installation of any equipment to be
provided as a part of the service, and proof that the system is operational evidenced by implementation of systems
for ten users.
"Order Form"means the ordering document representing purchase of any Services agreed to between the parties
signed under this Agreement.The term "Order Form"also includes any subsequent document intended by the
Parties to effect a change to the Service,such as a Change Request Form or Order Modification Form.
"Service"means all services ordered by the Customer to be included in RQI Order Forms that are subject of this
Agreement.
"Users"means Customer's employees, consultants, contractors, clients or agents who are authorized to use the
Service and have been supplied user identifications and passwords by Customer, or by RQIP at Customer's request.
2. Program Description—Resuscitation Quality Improvement(RQI).
The RQI portfolio of Programs is a system developed jointly by the American Heart Association and Laerdal Medical
AS to assist in the continuous improvement of resuscitation skills provided by healthcare workers. RQI Partners,
LLC, is a joint venture of the American Heart Association and Laerdal Medical Corporation established to sell,
service and support the RQI Program.
The Program utilizes a variety of learning tools to assist in competence development through frequent, small
quantities of learning activities, including performance feedback and measurement. The Program implemented at
Customer site includes some or all the following as specified in an Order Form:
• Skills learning activities for the practice of resuscitation skills using special simulation learning stations deployed
at all locations; Page 1 of 11 Rev. 12/07/2019
• Simulation Stations that include all necessary equipment to ensure completion of skills learning activities;
• Simulations&Feedback By Telephone to allow emergency call takers to improve competence in guiding
bystanders through critical resuscitation skills;
I(n�ui�n�hn-1 J6..;J6. c4 m ,in,1 i 4. intnr +jt n k_knx 4 4 vi,4nn
RQ RESUSCITATION
I QUALITY
IMPROVEMENT"
RQl Program Master Services Agreement—Rev 1217119 An Amer an Heart atlon�
and Laerdal"Prograingram
• HeartCode Program an e-learning system which provides an alternative method of delivery of traditional AHA
healthcare provider and course completion ecard;
• Learning management system to ensure the suitable management of learning activities within, reporting and
administration of the Program;
• Debriefing of Case Performance to provide guidance on system improvement;
• Rolling electronic eCredential maintenance system that maintains the electronic credential for Verified
Competence, compliance documents for the Customer, and the validity periods;
• Get With The Guidelines-Resuscitation system for collection of data and measurement of system improvement.
Customers electing to engage in the Get With The Guidelines (GWTG)system on an Order Form under this
Agreement, must also have completed an American Heart Association Get With The Guidelines Unified
Participation Agreement to be eligible in that activity.
3. Service.
3.1. Provision of Service. Customer agrees that the purchase of User subscriptions for Service is not contingent
upon the delivery of any future functionality or features, nor is it dependent upon any oral or written public
comments made by RQIP with respect to future functionality or features.
3.2. Additional Users. User subscriptions for the Service are for named Users and cannot be shared or used by
more than one User but, except for HeartCode licenses, may be reassigned by Customer to new Users replacing
former Users who have separated from employment,changed job status or function,or otherwise no longer
require ongoing use of the Service. HeartCode licenses are considered consumed at User commencement in
the Program and may not be assigned. Customer acknowledges that RQIP may conduct usage audits and
invoice Customer, and Customer agrees to pay,for any usage above the number of subscriptions specified in
Customer's Order Forms,and also adjust future billing rates to the new subscription level indicated by
Customer's actual usage. Unless otherwise specified in the relevant Order Form:
(a)the term of the additional User subscriptions shall be coterminous with the expiration of the then
current subscription term; and
(b) pricing for the additional User subscriptions shall be the same as that for the pre-existing subscriptions,
prorated for the remainder of the then current subscription term.
3.3. Administrative Users. Each subscription will include a number of User accounts that include limited system
administration features,the number of which shall be agreed from time to time between the parties.
3.4. Authorized Support Contacts. Customer will designate one or more Administrative Users who are authorized
to invoke technical support and permit technical support technicians to access and make changes to
Customer's Services.
4. Use of the Service.
The Service included in the Fees stated on the Order Form may include:
4.1.Simulation Learning Stations-all equipment for skills simulation activities as provided on the Order Form (not
including the use of any consumables required to operate the equipment). Except in the case of an out of box
failure or product defect, Customer is responsible for replacing manikin faces and lungs, wipes, adult and infant
bag, adult and infant clothing. Customer acknowledges that in receiving the Service it does not take title or
ownership to any of the equipment provided for the Services under this Agreement.
Page 2 of 11 Rev. 12/07/2019
RQ RESUSCITATION
I QUALITY
IMPROVEMENT"
RQI Program Master Services Agreement—Rev 1217119 An Amer an Heart atlon�
and Laerdal"Prograingram
4.2.System Implementation—services to ensure that equipment installed at the Customer's site is operational and
that site administrators have been orientated to enable them to manage and operate the provided systems.An
Implementation Fee shall be included on the Order Form to cover such establishment charges.
4.3.Equipment Support—services to ensure that the provided equipment for the Service remains operational and
functional. In the case of failure of equipment RQIP will, as far as commercially reasonable, undertake to repair
or replace at its own discretion and expense within five working days of the reported failure.
4.4.Customer Support-standard telephone and online support to Customer's Authorized Support Contacts during
normal RQIP Support Hours (generally Monday-Friday,8 a.m.to 8 p.m. and Saturday 10 a.m.to 6 p.m. Eastern
time, except holidays),which are subject to change.
4.5.Software and Data Handling-use of commercially reasonable efforts to make the Service available 24 hours a
day, 7 days a week, except for: (i) planned downtime; or(ii) any unavailability caused by circumstances beyond
RQIP's reasonable control, including acts of God, acts of government,flood,fire, earthquakes, acts of terror,
strikes or other labor problems(other than those involving RQIP employees), computer,telecommunications,
internet service provider or hosting facility failures or delays involving hardware,software or power systems
not within RQIP possession or reasonable control, and network intrusions or denial of service attacks.
S. Customer Responsibilities. Customer is responsible for all activities that occur under Customer's User accounts.
Customer shall: (a) have sole responsibility for the accuracy, quality, integrity, legality, reliability,and
appropriateness of all Customer Data; (b) use commercially reasonable efforts to preserve and care for the
Simulation Learning Stations and prevent unauthorized access to, or use of,the Service, and notify RQIP promptly of
any unauthorized use; (c) comply with all applicable local, state,federal, and foreign laws in using the Service and
not use the Service in a manner that would violate any federal or state laws of the United States; and (d) not move
any RQIP equipment beyond the designated facility where it was installed, modify, dispose of,transfer or otherwise
devalue the Simulation Learning Stations without prior written approval by RQIP.
6. Fees& Payment.
6.1. Fees. Customer shall pay all fees specified in all executed Order Forms. Except as otherwise stated on an Order
Form, all fees are quoted and paid in United States dollars. In the case of the Service,and except for
Implementation Fees and other services as stated on an Order Form:
(a)fees are based on the number of User subscriptions purchased on the relevant Order Form, not the
extent of actual usage;
(b)fees are non-refundable; and
(c)the number of User subscriptions purchased cannot be decreased during the relevant subscription term
stated on the Order Form.
6.2. Customer Invoicing&Payment. Customer shall provide complete and accurate billing and contact
information to RQIP and notify RQIP of any change to such information. Fees for the Service will be invoiced in
advance in accordance with the terms set forth in the relevant Order Form. Unless otherwise stated in the
Order Form, charges are due net thirty(30) days from the invoice date. Any payment not received from
Customer by the due date may accrue (except with respect to charges then under reasonable and good faith
dispute), at RQIP's discretion, late charges at the rate of 1.5%of the outstanding balance per month, or the
maximum rate permitted by law,whichever is lower,from the date the payment was due until the date paid.
Page 3 of 11 Rev. 12/07/2019
RQ RESUSCITATION
I QUALITY
IMPROVEMENT"
RQI Program Master Services Agreement—Rev 1217119 An Amer an Heart atlon�
and Laerdal"Prograingram
6.3. System Implementation and Subscription Fees. Upon completion of equipment delivery and System
Implementation as defined in Section 1 of this Agreement RQIP will initiate immediate billing for the
Implementation Fees. Unless otherwise provided on the Order Form,the fees for the subscription, and
associated billing, on the Service shall commence on the initiation of the first subscription being activated.
6.4. Taxes. Unless otherwise stated, RQIP's fees do not include any local,state,federal or foreign taxes, levies or
duties of any nature ("Taxes"). Customer is responsible for paying all Taxes, excluding only taxes based on
RQIP's income. If RQIP has the legal obligation to pay or collect Taxes for which Customer is responsible under
this section,the appropriate amount shall be invoiced to and paid by Customer unless the Customer qualifies
for exemption of some or all of the Taxes and Customer provides RQIP with a valid tax exemption certificate
authorized by each appropriate taxing authority.
6.5. Suspension of Service. If Customer's account is thirty(30) days or more overdue(except with respect to
charges then under reasonable and good faith dispute), in addition to any of its other rights or remedies, RQIP
reserves the right to suspend the Service provided to Customer,without liability to Customer, until the overdue
amounts are paid in full.
7. Proprietary Rights.
7.1. Reservation of Rights. Customer acknowledges that in providing the Service, RQIP utilizes(a)trademarks and
service marks; (b) certain audio and visual information, documents,software and other works of authorship;
and (c) other technology,software, hardware, products, know-how and other trade secrets, designs, inventions
and other tangible or intangible technical material and other intellectual property licensed to RQIP(collectively,
"RQIP Licensed IP") and that the RQIP Licensed IP is covered by intellectual property rights licensed to
Customer under this Agreement(collectively, "RQIP IP Rights"). Other than as expressly stated in this
Agreement, no license or other rights in or to the RQIP Licensed IP or RQIP IP Rights are granted to Customer,
and all licenses and rights are expressly reserved.
7.2. License Grant.To the extent Customer orders Services under this Agreement, RQIP grants Customer and its
Users a worldwide, non-exclusive, non-transferable, non-sublicensable right to access and use the Service in
accordance with the terms of this Agreement.
7.3. Restrictions. Customer shall not(a) modify, copy or create derivative works based on the Service or RQIP
Licensed IP; (b) create Internet "links"to or from the Service, or"frame" or"mirror" any content forming part
of the Service, other than on Customer's own intranets; (c) disassemble, reverse engineer, or decompile the
Service or RQIP Licensed IP, or access it in order to (i) build a competitive product or service; (ii) build a product
or service using similar ideas,features,functions or graphics of the Service; or(iii) copy any ideas,features,
functions or graphics of the Service; or(d) permit any use, removal or changes to any branding marks or logos
on any components of the Service.
8. Customer Data.
8.1. General. As between RQIP and Customer, all data obtained by RQIP from Customer through the provision of
the Service, including all data results compiled by RQIP in providing the Service ("Customer Data") is owned
exclusively by Customer. Customer Data shall be considered Confidential Information subject to the terms of
this Agreement. Customer grants RQIP,the American Heart Association and Laerdal Medical, an unrestricted,
royalty-free, irrevocable license to maintain and distribute aggregated compilations of Customer Data
Page 4 of 11 Rev. 12/07/2019
RQ RESUSCITATION
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IMPROVEMENT"
RQl Program Master Services Agreement—Rev 1217119 An Amer an Heart atlon�
and Laerdal"Prograingram
("Aggregated Data") and to use such Aggregated Data for future studies and reports; provided,that the
Aggregated Data will not reveal any personal information or the identity of Customer or any information in
violation of FERPA(as defined below).
8.2. Learning Service Data. RQIP may access Customer's User accounts, including Customer Data, solely to respond
to service or technical problems or at Customer's request. Customer agrees that RQIP may distribute certain
Customer Data to support service, licensing and accreditation organizations for the benefit of Users. RQIP will
release the minimum data required to adequately credit Users for educational activities completed.
9. Confidentiality.
9.1. Definition of Confidential Information. As used in this Agreement, "Confidential Information" means all
confidential and proprietary information of a party("Disclosing Party") disclosed to the other party("Receiving
Party"), whether orally or in writing,that is designated as confidential at the time of disclosure or that
reasonably should be understood to be confidential given the nature of the information and the circumstances
of disclosure, including the terms and conditions of this Agreement(including pricing and other terms reflected
in all Order Forms under this Agreement).Confidential Information expressly includes all proprietary
information and details that are generally considered "trade secrets" in the medical education and quality
improvement services, medical and health-related technology and resuscitation technology industries.
Confidential Information (except for Customer Data) shall not include any information that: (a) is or becomes
generally known to the public without breach of any obligation owed to the Disclosing Party; (b)was known to
the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the
Disclosing Party; (c)was independently developed by the Receiving Party without breach of any obligation
owed to the Disclosing Party; or(d) is received from a third party without breach of any obligation owed to the
Disclosing Party.
9.2. Confidentiality. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing
Party for any purpose outside the scope of this Agreement,except with the Disclosing Party's prior written
permission. Each party agrees to protect the confidentiality of the Confidential Information of the other party
in the same manner that it protects the confidentiality of its own proprietary and confidential information of
like kind. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party,
it shall provide the Disclosing Party with prior notice of the compelled disclosure(to the extent legally
permitted) and reasonable assistance, at Disclosing Party's cost, if the Disclosing Party wishes to contest the
disclosure.
9.3. Remedies. If the Receiving Party discloses or uses(or threatens to disclose or use) any Confidential Information
of the Disclosing Party in breach of this Section 9,the Disclosing Party shall have the right, in addition to any
other remedies,to seek injunctive relief, restraining order or other equitable relief to prevent breaches of this
Section 9, it being specifically acknowledged by the parties that a violation of any of the terms of this Section 9
will cause the Disclosing Party irreparable injury for which adequate remedy at law is not available.
10. Warranties.
10.1. General. Each party represents and warrants that it has the legal power to enter into this Agreement.
RQIP represents and warrants that(i) it will provide the Service in a manner consistent with general industry
standards reasonably applicable to the provision of the Service; (ii) it owns or otherwise has sufficient rights to
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and Laerdal"Prograingram
the Service and the RQIP Licensed IP to grant the rights and licenses granted in this Agreement; and (iii)the
Service, RQIP Licensed IP and RQIP Licensed Rights do not infringe any intellectual property rights of any third
party.
10.2. Non-Exclusion. RQIP represents and warrants that RQIP, its officers, directors, and employees(i) are not
currently excluded, debarred, or otherwise ineligible to participate in the federal healthcare programs as
defined in 42 U.S.C. §1320a-7b(f) (the "federal healthcare programs"), (ii) have not been convicted of a criminal
offense related to the provision of healthcare items or services and have not been excluded, debarred, or
otherwise declared ineligible to participate in the federal healthcare programs, and (iii) are not,to the best of
its knowledge, under investigation or otherwise aware of any circumstances which may result in RQIP being
excluded from participation in the federal healthcare programs. This shall be an ongoing representation and
warranty and RQIP shall immediately notify Customer of any change in the status of the representations and
warranty set forth in this section. Any breach of this section shall give Customer the right to terminate this
Agreement immediately for cause.
10.3. FERPA. RQIP represents and warrants that it will not disclose any information in violation of the Family
Educational Rights and Privacy Act (20 U.S.C. 1232g) and the Family Educational Rights and Privacy Act
Regulations(34 CFR Part 99), as amended or otherwise modified from time to time, and that Education
Records, as defined by FERPA,shall remain in the ownership of Customer.
10.4. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, RQIP MAKES NO WARRANTY OF ANY
KIND,WHETHER EXPRESS, IMPLIED,STATUTORY, OR OTHERWISE. RQIP SPECIFICALLY DISCLAIMS ALL IMPLIED
WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
11. Mutual Indemnification.
RQIP shall defend,indemnify,save,and hold harmless Customer its trustees,officers,employees and agents from and
against any and all judgments,damages,costs and expenses, including reasonable attorney's fees, paid or incurred by
Customer to the extent arising out of any claim, action or proceeding for the negligent acts or omissions of RQIP.
Customer shall defend, indemnify, save, and hold harmless RQIP its officers, employees and agents from and against
any and all judgments, damages, costs and expenses, including reasonable attorney's fees, paid or incurred by RQIP
to the extent arising out of any claim, action or proceeding for the negligent acts or omissions of Customer.
12. Limitation of Liability.
12.1. Limitation of Liability. EXCEPT FOR LIABILITY ARISING UNDER SECTIONS 6(PAYMENT OF FEES), 7.3
(RESTRICTIONS),9 (CONFIDENTIALITY), and 11 (INDEMNIFICATION), IN NO EVENT SHALL EITHER PARTY'S
AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT,WHETHER IN CONTRACT,TORT OR
UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE LESSER OF$50,000 OR THE AMOUNTS ACTUALLY PAID BY
AND DUE FROM CUSTOMER UNDER THIS AGREEMENT FOR THE SERVICE.
12.2. Exclusion of Consequential and Related Damages. EXCEPT FOR LIABILITY ARISING UNDER SECTIONS 9
(CONFIDENTIALITY) and 11 (INDEMNIFICATION), IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE
OTHER PARTY FOR ANY LOST PROFITS, LOSS OF USE,COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR
SERVICES, OR FOR ANY INDIRECT,SPECIAL, INCIDENTAL, PUNITIVE,OR CONSEQUENTIAL DAMAGES HOWEVER
Page 6 of 11 Rev. 12/07/2019
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CAUSED AND,WHETHER IN CONTRACT,TORT OR UNDER ANY OTHER THEORY OF LIABILITY,WHETHER OR NOT
THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THE DAMAGE.
12.3. Limitation of Action. Except for actions for non-payment or breach of either party's intellectual
property rights, no action (regardless of form) arising out of this Agreement may be commenced by either party
more than two (2)years after the cause of action has accrued.
13. Term&Termination.
13.1. Term of Agreement. The Initial Term of this Agreement begins on the Effective Date and continues for
60) months from the Date of the commencement of the first subscription.
13.2. Term of User Subscriptions. User subscriptions for Services commence on the start date of the first
subscription commences and continues for the subscription term specified in the Order Form.The parties may
agree to extend the Term of this Agreement, providing that the extension is approved in writing by both parties
on an Order Form and states the conclusion date of the extended term and the price for the respective
subscriptions and services.
13.3. Termination for Cause. A party may terminate this Agreement for cause: (a) upon thirty(30) days
written notice of a material breach to the other party if the breach remains uncured at the expiration of the cure
period; or(b) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating
to insolvency, receivership, liquidation or assignment for the benefit of creditors. Upon any termination for
cause by Customer, RQIP shall refund Customer any prepaid fees for the Service for the remainder of the User
subscription term after the date of termination.Termination shall not relieve Customer of the obligation to pay
any fees accrued or payable to RQIP prior to the effective date of termination.
13.4. Effect of Termination.
(a) No Release. The expiration or termination of this Agreement,for any reason,shall not release either
Party from any obligation or liability to the other party under this Agreement that has already accrued,
including any payment obligation, or that accrues between notice of termination and the effective date
of termination. Following the termination of this Agreement, RQIP will invoice the Customer for any
outstanding fees and expenses due and owing under this Agreement, and the Customer shall pay all
such amounts to RQIP in accordance with the payment terms set forth in Section 6.
(b) Return of Materials. Upon termination of this Agreement, Customer shall:
(i) in accordance with instructions given by either RQIP or its Service Provider, use reasonable care to
remove any RQIP Equipment located at the Customer's premises, package all items, and insure and
safely return such equipment to the address specified at the expense of the customer;
(ii) provide reasonable cooperation and assistance to and appropriate access by RQIP or its Service
Provider for deactivating the Services; and, if applicable, removing equipment; and
(iii) if termination was by RQIP for cause or for convenience by Customer, pay all reasonable fees and
expenses related to the deactivation, removal, packaging,shipping and delivery of, and any tangible
items related to,the Services, including travel costs if work at Customer's location(s) is required.
13.5. Surviving Provisions. The following provisions shall survive any termination or expiration of this
Agreement: Sections 5 through 9, 11, 12, and 16 and paragraph 13.4.
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14. General Terms for Order Forms
14.1. Governance Of Order Forms-An Order Form and the use of the Service(s) ordered shall be governed in all cases
by this Master Services Agreement between RQIP and Customer.An Order Form shall state the date of the
Agreement, any services or changes to be covered by the Order Form, pricing for any services to be provided
under the Order Form, and any special conditions.Any additional terms and conditions specific to the Service(s)
shall not be effective until the Order Form is signed by authorized representatives of both parties. If an Order
Form is to be agreed between the parties at the time of signing this Agreement, it shall be included as Exhibit A
and shall be considered authorized by the signing of this Agreement.
14.2. Subscriptions On Order Forms-The number of active users in the Program subscriptions may be assessed on
the first day of each calendar quarter, and additional users beyond the quantity in the Master Services
Agreement(MSA) and/or any Order Form(s) shall be added to such MSA and Order Form(s) and subject to billing
at the point assessed.The Order is intended by both parties to run for the full term for each Service in the Order
Details, and the parties acknowledge by signing the Order Form that they are aware of the current expiration
date of the Agreement and the provisions for renewal and termination.
15. General Provisions.
15.1. Relationship of the Parties. This Agreement does not create a partnership,franchise,joint venture,agency,
fiduciary or employment relationship between the parties.
15.2. Notices. All notices under this Agreement shall be in writing and given to the party's address first written above,
and shall be deemed to have been given, unless returned due to delivery problems, upon the earliest of: (a)
personal delivery; (b)written confirmation of receipt by the other party; (c)the second business day after
mailing; (d)the second business day after sending by confirmed facsimile; or(e)the second business day after
sending by email.
15.3. Publicity. Neither party may issue press releases relating to this Agreement without the other party's prior
written consent. Either party may include the name and logo of the other party in lists of customers or vendors
in accordance with the other party's standard guidelines.
15.4. Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this
Agreement shall constitute a waiver of that right. Other than as expressly stated in this Agreement,the remedies
provided in the Agreement are in addition to, and not exclusive of, any other remedies of a party at law or in
equity.
15.5. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to
law,the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the
original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall
remain in effect.
16. Assignment. Neither party may assign any of its rights or obligations under this Agreement,whether by operation
of law or otherwise,without the prior express written consent of the other party. Notwithstanding the foregoing,
either party may assign this Agreement together with all rights and obligations under this Agreement,without
consent of the other party, in connection with a merger, acquisition, corporate reorganization, or sale of all or
substantially all of its assets . Any attempt by a party to assign its rights or obligations under this Agreement in
breach of this section shall be void and of no effect. Subject to the foregoing,this Agreement shall bind and inure to
the benefit of the parties,their respective successors and permitted assigns.
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17. Governing Law and Venue. This Agreement shall be governed exclusively by the internal laws of the State of New
York,without regard to its conflicts of laws rules.The state and federal courts located in the Borough of Manhattan,
New York shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement.
Each party consents to the exclusive jurisdiction of these courts. Each party also waives any right to jury trial in
connection with any action or litigation in any way arising out of or related to this Agreement.
18. Entire Agreement. This Agreement, including all exhibits and addenda and all Order Forms signed under this
Agreement, constitutes the entire agreement between the parties, and supersedes all prior agreements, proposals
or representations,written or oral, concerning its subject matter. No modification, amendment, or waiver of any
provision of this Agreement shall be effective unless in writing and signed by the parties. In the event of any conflict
between the provisions in this Agreement and any exhibit or addendum, or Order Form,the terms of the exhibit,
addendum or Order Form shall prevail to the extent of any inconsistency. Notwithstanding any language to the
contrary within it, no terms or conditions stated in a Customer purchase order or in any other Customer order
documentation (excluding Order Forms)shall be incorporated into or form any part of this Agreement,and all such
terms or conditions shall be null and void.
19. Counterparts. This Agreement may be executed in counterparts, either in physical or digital form,which,taken
together,shall form one legal instrument.
AGREED
RQI Partners, LLC City of Fort Worth
By: By:
Print Name: David LaCombe Print Name: Sherry Carter
Title: Vice President Title:Sr. CSR ESS/EMS Fort Worth Fire Dept.
Date: December 7, 2020 Date: 12/07/2020
Page 9 of 11 Rev. 12/07/2019
RQiRESUSCITATION
QUALITY
IMPROVEMENT'
An Americ n Heart Association•
and La
RQI Program Master Services Agreement—Rev 1217119 aerdal®Program
Exhibit A
Note:Customer participation in the Get With The Guidelines—Resuscitation is contingent upon signing the
American Heart Association's Unified Participation American Heart Association's Unified Participation Agreement for that Program.
that Program.
Page 10 of 11 Rev. 12/07/2019
RESUSCITATION Quotation
QUALITY Quote#: Q-02222-1
_ I PROVEMENT° Date: 11/16/2020
Expires On: 60 Days From Quotation Date
An American Hear.Association,
and Laerdal`Program
RQI Partners LLC
7272 Greenville Avenue
Dallas,Texas 75231
USA
Customer VP,Prehospital Programs:David LaCombe
Matthew Brashear Email:david.lacombe@rgi partners.cam
City of Fort Worth Fire Department
505 W Felix Street
Fort Worth,TX 76115
United States
817-392-8841
817-392-6874
mafthew.brashear@foftorthtexas.gov
Annual Subscriptions
Number PRODUCT NAME CONTRACTED TOTAL PRICE PER UNIT TOTAL PRICE
TERM QUANTITY
1 RQI Healthcare Provider 12 950.00 $61.00 $57,950.00
2 RQI Healthcare Provider ALS 112 1120.00 $62.00 $7,440.00
3 1 RQI Healthcare Provider PALS 12 120.00 1 $62.00 $7,440.00
TOTAL: $72,830.00
Initial and Implementation Fees
Number PRODUCT NAME CONTRACTED TOTAL PRICE PER UNIT TOTAL PRICE
TERM QUANTITY
4 RQI-P GO Simulation Station 0 8.00 $0.00 $0.00
5 Activation Fees 0 950.00 $14.00 $13,300.00
6 1 RQI Credit 10 11.00 1 $-13,905.00 $-13,905.00
TOTAL: $-605.00
CONTRACT TOTAL: $72,225.00
For Contract Term: 1/1/2021 - 12/31/2021.
This quote represents a good faith offer for services that,unless withdrawn orally or in writing by RQI Partners prior to acceptance,are accepted by signing and returning to the representative who
submitted to you.The agreement created by your acceptance guarantees the pricing indicated in the quote subject to additional terms and conditions that will be attached as a Master Services Agreement
that you will have 30 business days to review and either accept or reject without penalty to you.
Customer acknowledges that RQI Partners may conduct usage audits and Invoice Customer,and Customer agrees to pay for any usage above the number of subscriptions specified in the Customer's
Order Forms.Except in the case of an out of box failure or product defect,customer is responsible for replacing manikin faces and lungs,wipes,adult and infant bag,adult and infant clothing.
Appropriate sales tax will be added to Invoice.
Page 1 of 1
RESUSCITATION Quotation
QUALITY Quote#: Q-00919-2
PROVEM E NT° Date: 11/16/2020
Expires On: 60 Days From Quotation Date
An American Heart Association,
and Laerdal`Program
RQI Partners LLC
7272 Greenville Avenue
Dallas,Texas 75231
USA
Customer VP,Prehospital Programs:David LaCombe
Matthew Brashear Email:david.lacombe@rgi partners.cam
City of Fort Worth Fire Department
509 W.Felix Street
Fort Worth,PA 18902
United States
817-392-8841
817-392-6874
mafthew.brashear@foftorthtexas.gov
Annual Subscriptions
Number PRODUCT NAME CONTRACTED TOTAL PRICE PER UNIT TOTAL PRICE
TERM QUANTITY
1 RQI Healthcare Provider 48 950.00 $66.78 $253,764.00
2 RQI Healthcare Provider ALS 48 1120.00 $73.08 $35,078.40
3 1 RQI Healthcare Provider PALS 48 120.00 $73.08 $35,078.40
4 Additional per Station Fee 48 5.00 $2,500.00 $50,000.00
TOTAL: $373,920.80
Initial and Implementation Fees
Number PRODUCT NAME CONTRACTED TOTAL PRICE PER UNIT TOTAL PRICE
TERM QUANTITY
5 RQI-P GO Simulation Station (Previously Installed) 0 8.00 $0.00 $0.00
TOTAL: $0.00
CONTRACT TOTAL: $373,920.80
For Contract Term: 1/1/2022 - 12/31/2025.
This quote represents a good faith offer for services that,unless withdrawn orally or in writing by RQI Partners prior to acceptance,are accepted by signing and returning to the representative who
submitted to you.The agreement created by your acceptance guarantees the pricing indicated in the quote subject to additional terms and conditions that will be attached as a Master Services Agreement
that you will have 30 business days to review and either accept or reject without penalty to you.
Customer acknowledges that RQI Partners may conduct usage audits and Invoice Customer,and Customer agrees to pay for any usage above the number of subscriptions specified in the Customer's
Order Forms.Except in the case of an out of box failure or product defect,customer is responsible for replacing manikin faces and lungs,wipes,adult and infant bag,adult and infant clothing.
Appropriate sales tax will be added to Invoice.
Page 1 of 1
FORTWORTH
INTEROFFICE MEMO
EMERGENCY PURCHASE FOR CPR TRAINING AND CERTIFICATION
SYSTEM
To: Valerie Washington, Assistant City Manager
Cynthia Garcia, Assistant Finance Director, Financial Management Services
Taylor C. Paris, Assistant City Attorney, EOC Management
JEOC Purchase Approval Team
From: James Davis, Fire Chief
Date: November 4, 2020
Subject: Emergency Purchase of Resuscitation Quality Improvement System
The Fire Department is requesting an emergency purchase under the CARES Act Funding for
Resuscitation Quality Improvement training mannequins and the associated software license and
maintenance fees to implement the first year of operations for the RQI system. The Fire Department
personnel, under state licensing guidelines, must maintain quarterly CPR training and certification for
EMTs and paramedics.
The training mannequins work with a tablet computer and the RQI software to provide individual training
guides using audio and video prompts. The system records student data in a learning management system
and certification compliance is archived within the system for personnel. RQI is an American Heart
Association and Laerdal Program which provides CPR training and certification including BLS (Basic
Life Support),ACLS (Advanced Cardiovascular Life Support) and PALS (Pediatric Advanced Life
Support).
As the COVID-19 pandemic continues to spread throughout our community, and the response to the
pandemic continues to evolve, fire department leaders are struggling to provide training to emergency
responders treating patients in emergent situations while reducing undue exposure to said personnel.
Surges in the spread of COVID-19 have caused the department to restrict instructor-led classroom
training. The RQI system provides portable simulation stations that can be transferred between fire
stations, allowing individual training rather than classroom instruction, during their assigned shift. The
RQI system, therefore, not impacted by social distancing requirements while also reducing the risk of
exposure to COVID-19. The mannequins will rotate from station to station for the quarterly training
schedules. Without this purchase, the Department will not be able to properly certify EMT personnel on
CPR training in sufficient time and, as a result, the EMT personnel will lose the Texas Department of
State Health licensing and the Fire Department will be unable to offer emergency services to citizens of
Fort Worth and surrounding areas.
This purchase will consist of the following features:
Analytics for continuous improvement Decrease and/or eliminate Overtime
Low-dose, high-frequency Eliminate cost of Manuals
Eliminate cost of Cards
Skill/knowledge retention Eliminate the logistics of covering COS
On-going verified provider Station, Equipment and Crew
competence Eliminate your time scheduling classes
Graphic performance feedback Eliminate cost of manakin updates
Voice assisted manikin Review performance of the department,
Self-directed learning, available battalion, station and crew
24/7/365 Review individual's performance
eSimulation Review departments compliance
Instant, objective feedback Access to Analytics not previously
Manikin skills at workstation available
Autonomous self-mastery Focus 1-1 learning when necessary
Provides CE credit Focus Instructor on other training
AHA ECC Guidelines Compliant Time and resource for new programs
Assuring the health and safety of the City of Fort Worth citizens and employees are of the upmost
importance during the COVID-19 pandemic and beyond. We request the approval for the purchase of the
RQI system under Chapter 2, Article I, Section 2-9 at(9)the City's Code of Ordinances and Section
252.022 of the Local Government Code which exempts from normal bidding requirements expenditures
that are necessary to preserve the cty's property and the public health or safety of the municipality's
residents.
APPROVED FOR EMERGENCY PROCUREMENT:
Recommended: s Davis(NOV 5,202011:02 CST)
James Davis, Fire Chief
Approved by JEOC: Mark Rauscher(Nov S,202012:22 CST)
Signature from one of the following:
Mark Rauscher, Assistant Fire Director
Homer Robertson, Assistant Fire Chief
Maribel Martinez, Emergency Mgt. Coord. or
Justin Cox, Grants Manager
Approved As to Legality � —
Taylor C. Paris, Assistant City Attorney
1,w
Approved by Assistant City Manager Valerie Renee Washington(Nov S,202013:44 CST)
Valerie Washington, Assistant City Manager
Approved:
Cynthia Garcia, Assistant Finance Director
Page 1 of 2
city of Fort Worth, Texas
CARES Act Justificabm Form
This farm is required for proposed expenditures of$25.000 or mane_ It is not required for the purchases of PPE
and Cleaning Supplies Purchased by JEDC and the Purchasing Division in response to Corid-19_
Department 036Fim EJ Stiarlaatela+9(V2024 End DedE 1213112020
Category Tedrnalogyr
Justification Funding is requested to enable paymerTtforioenee and moinlenarraetees assadated with the implementation and
rst year of Operation for the Resuscitation Quality I mproVement(RQO system_This syslem provides the required
quarterly CPR Ira iningfcertirrration for emergency medical technicians and paramedics through the use of porItable
simulation siations that can be lransfenBd from fire station is station,allowing personnel to complete training doing
ftbeiir assigned shift
The RQI system pmvides training stationsihat integrate manioens and a tablet computer to provide audiodvideo
pirompts•guide the training,and record student data in a learning management system.In addition to student
performarrae data•certirfioation complianwe is archived within this system for each staff member.This Offers many
odwaniages over the Ourrent model that requires irr>emon,inslruotor-Iled training_
As the GOVI-19 response continues to evotwe and change,&L-departments am=challenged to reduce exposure for
rm-r personnel while still providing required continuing education.Use of this technology allows ups-date training
delivered tO personnel for hands-on review and completion all their fie station,without requiring staff report to a
dassroam and be exposed to personnel from otherslations and training staff_In addition to more etkientdelivery of
continuing ed ucalion units requi-ed for maintaining licerrses and certifications,the R0I system will ensure deliYery of
com petence-Verified,high-qua ft CPR that leads to better patient oubcomes.
Was the expenditure budgeted for in FY20F Yes❑ No M
Is any equ ipment pu rchased expected to have a useful life parst December 30,2420? Yes E
VVi II there he continuing related costs in aul years? Yes® No ❑
Haw much will be the on-g of ng oast in future years? FY21 (12t31fM-9B0121) FY22 I$n,225.00
fFW in fhe k&wmq table below to auko--v a L-
fbe biaf far each respective fuhme rmcalyear&) F Y23-FY25 $21t5.675.00
' rrr • r C ost to be charged tD the CARES C oron av irus Relief Fund
Expenditure Type 3131-WM20 1011-12f34f20 Notes
RQI System,LicenseMaint Fees V2.225.00 One year Of R41 ieense and maintenance costs.
Total
Prayosed ON-GOING Cost
ExpendihrreType 12-.3.1:20&,30,21 FY22 FY23-FY25 Notes
RQI System LioenseMeiitFees W2.225.00 $216•-575.00
Page 2 of 2
City of Fort Worth, Texas
CARES Act J ustificati on Form
This form is required far proposed expenditures of$25,000 of marg_ It is not required for the purchases of PPE
and Cleaning Supplies purchased by JEOC and the Furahasjng Division in response to Covid-19_
Easperrditure Type 12J31120-130121 FY22 FY23 -FY25 Notes
Total
i
BY&iViM this form ereebvnraah'y_you ready underatdnd ari d agree That you have revrewed and delemrrned the prgWsal above!a
be maxaaabfe_
The sta4rte elsa specifies that expenditures using Fund payments must be "necessary." The Department of the Treasury
understands this term broadly to mean that the expenditure is reasonably necessafy for its intended use in the reasonable
judgment of the gavemmerrt affiaials responsible for spending Fund payments-
NamerSignaium: Mark RauscAer Peter James E-: VaWFie Washington IJ
':or.Department Use Gnly =or JEUC &FIVIS Jse Orly For ACM Js=_Orly
NOTE:
Please be advised That if fikis form is approved,the Reques.or mus,still❑amply vrjth all-Purchasing Requirements,i.e-Compleled
Emergency Purahase Memos, Following She Bid Requiremerds if applicable, eta. Please contact the City Attorney's Office or
Purchasing to verily the nequirenrents_
Make sure all required supporting dacumentatian is attached.
lI
CMO Approved? Yes X No
TI0N
R-Q-1 QL ALITY
IMPFOQ'"ENf`
I•n Jmericm Haut Msccintan`
{•d uerda'Prcx; m
M ' • ILI W,1 1
MoFCln iE,W20
Dk_Enter yourtotel annual trairina costs for US.ACLS and FAJS hem:
.'Date: L re c h!u ttis senior A obomp 43R saetior.3 oaiow:ror botn
B.Ifyrau da nottrraw yon_-koial orryL- tmin r_o==_-r=n We the es5m4tor oelox
Note: uAe A4tiw mzion 4 Svbkatsk
Your estimated nu mbr of annual 9LS Ieomers Ifrom CMckQuoke tab 1 473
The Fa iD of leemers to&S instructors PeF class? 19
The nurnber of Clef.e"OF farthe total nUm uer of 9L5 Warners 27
The arrerage h-3"salary ieF a BLS irstruCkar'! 547A0
The armpL h yu m pur BLS inttrucwr spends on each 6LS ::&=7 &M
EslimoCed annual oast of iratructar time for 8LS classes 51D,13Z
-h !,oump bourn(s:swy for-dour EL5 learners! 523A0
�c r r:.j t ytl your Wemers spend in a&LS class! A.D0
wh a earners are in kroinin5! No
Eskimbtec -nnuol oast of learner tim4e far BLS classes 547t40
what.ae_c o Yoe :-SY'o--Lf;rd-wart(cwsroom E•LS troinint! S0
WhatCM:z- Co oL:!By b'onliroc BU troirin-cojjrses! 50
i
Your estlmakec ono mbr of onnuml ACLS IeamtFs;"M QUiCbQMM)e ta]I w
The FLJo a Ieaq-ocrs to AOS Fin stTJCtor3 per class? 6
The numbeF M C$`. sf rU rartlne total num uer of ACLS leamers :C-
The arerage ha"salary To-a A=instn,ctor? 543A0
The a rerage houFs yljj ACL riskricor zpe ryft-on each ACLS class'! &M
Estimated annauol oast of instructor time for ACLS dass4s 53,WPG
tiwhat s-Le oo!:ra elourrfszwy for•purAMS manners:! 523.Cffl
Hot rnan f hou-s do Your manners spend in a AILS class:! 9.D0
Do•p-j Par suj�ihjte�-why 6e Warners are in kroin.-nSF No
Estimated annual cost of leaner tim4e for ACLS disses Wp00
wl-at cosy do YOU 3aY'a•--Lf:rd-wart(cwsroom ACLS training'
Syr at cosh co ou3ay'.aronlineACLS"iningcour3ez.
Yot r estimated nu tuber of annual PALS Ieorners.y`-on,QuidQuote mb; E42
The ratio of Ieomers to PALS instructors uer class? 6
The numbeF M Cla<i:esfrU rartlne total num uer of PALS Ieorr-erz :C-
The arerage hourly salary ieF a PALS instructor' 543A0
The arerage hoL-rs'pj PAU.ratrUCtI F suends an eodn PALS Class? &M
Estimated annual cost of instructor time for PALS dasprs 53,7fr0
wr at:s-Lt+e ooumge lnour!f sawy for-dour PALS Warners? Smum
Hon,rnan f hou-s do Your knmers spend in a PALS Class? 9.DD
Do•foj Par su:,�itutes wh a me.-•Hers are in train ns! -No
Estimated annual cost of learner tim4e for PALS rlosses S121M
what cosy Co Yot :.SY'o•--Lt-;rd-aartf cwsroom PAS uairrng'
What cosh co VOL }5 b'anIirm PALS Lraini toLrses?
What are-pjr lost kreiaing cots g.je to ornual kurnouer rate? S0
What we'pjr hourly co�u tr krainin,6 Foonns'. S0
What is yrwr onr••jal cask of 30al3 onri other rna e:FFUs used fie'CPR trohmS'.
What are y wr onrrjal oast of CPR Card uroecssir,,!
Any other cosy Fe zted w CPR tminin<!
Total esfirwaled ammol cost of CPR Whining $89,172
C. This is the curmrd cost of Your CPR tm ning based on A or&a]oYe 588,172 (Estimakedl
D. This is the onnua;cost for the RqI Program from tlne CQuicI Quote 2130 tau 572—U7
L. This is tlne CiffeFenCe uekween the RC1J Pmgam and yrour Current casks $�F