HomeMy WebLinkAboutContract 60746City Secretary Contract No. 60746
FORT WORTH,
4'� -
VENDOR SERVICES AGREEMENT
This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation, and North
American Consultants Inc. ("Vendor"), each individually referred to as a "party" and collectively referred
to as the "parties."
1. Scope of Services. Vendor will provide medical experts & services that include physician
peer reviews, record/film retrieval, independent medical examination, film reviews, medical opinion and
legal services that include expert witness designation, controverting affidavits, medical file summary,
billing summaries, deposition by written questions, deposition concierge services, discovery record services
and special investigation services as provided by consultant on an as -needed basis ("Services"), as set forth
in more detail in Exhibit "A," attached hereto and incorporated herein for all purposes.
2. Term. This Agreement begins on January 01, 2024 ("Effective Date") and expires on
December 31, 2026 ("Expiration Date"), unless terminated earlier in accordance with this Agreement
("Initial Term"). City will have the option, in its sole discretion, to renew this Agreement under the same
terms and conditions, for up to two (2) one-year renewal option(s) (each a "Renewal Term").
3. Compensation. City will pay Vendor in accordance with the provisions of this Agreement,
including Exhibit "A," which is attached hereto and incorporated herein for all purposes. Total annual
compensation under this Agreement will not exceed Fifty Thousand Dollars and 00/100 ($50,000.00).
Vendor will not perform any additional services or bill for expenses incurred for City not specified by this
Agreement unless City requests and approves in writing the additional costs for such services. City will not
be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves
such expenses in writing.
4. Termination.
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for
any reason by providing the other party with 30 days' written notice of termination.
4.2 Non -appropriation of Funds. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor
of such occurrence and this Agreement will terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to City of any kind whatsoever, except as
to the portions of the payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to
the effective date of termination and Vendor will continue to provide City with services requested
by City and in accordance with this Agreement up to the effective date of termination. Upon
Vendor Services Agreement Page 1 of 12
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
City Secretary Contract No. 60746
termination of this Agreement for any reason, Vendor will provide City with copies of all
completed or partially completed documents prepared under this Agreement. In the event Vendor
has received access to City Information or data as a requirement to perform services hereunder,
Vendor will return all City provided data to City in a machine-readable format or other format
deemed acceptable to City.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this
Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information. Vendor, for itself and its officers, agents and employees,
agrees that it will treat all information provided to it by City ("City Information") as confidential
and will not disclose any such information to a third parry without the prior written approval of
City.
5.3 Public Information Act. 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. In the event there is a request for information marked Confidential or Proprietary,
City will 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.
5.4 Unauthorized Access. Vendor must store and maintain City Information in a secure
manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way. Vendor must notify City immediately if the security or integrity of any
City Information has been compromised or is believed to have been compromised, in which event,
Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in
identifying what information has been accessed by unauthorized means and will fully cooperate
with City to protect such City Information from further unauthorized disclosure.
6. Right to Audit. Vendor agrees that City will, until the expiration of three (3) years after
final payment under this Agreement, or the final conclusion of any audit commenced during the said three
years, have access to and the right to examine at reasonable times any directly pertinent books, documents,
papers and records, including, but not limited to, all electronic records, of Vendor involving transactions
relating to this Agreement at no additional cost to City. Vendor agrees that City will have access during
normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this section. City will give Vendor
reasonable advance notice of intended audits.
7. Indeuendent Contractor. It is expressly understood and agreed that Vendor will operate
as an independent contractor as to all rights and privileges and work performed under this Agreement, and
not as agent, representative or employee of City. Subject to and in accordance with the conditions and
provisions of this Agreement, Vendor will have the exclusive right to control the details of its operations
and activities and be solely responsible for the acts and omissions of its officers, agents, servants,
employees, Vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior
will not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents,
Vendor Services Agreement Page 2 of 12
City Secretary Contract No. 60746
employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be
construed as the creation of a partnership or joint enterprise between City and Vendor. It is further
understood that City will in no way be considered a Co -employer or a Joint employer of Vendor or any
officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers,
agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment
benefits from City. Vendor will be responsible and liable for any and all payment and reporting of taxes on
behalf of itself, and any of its officers, agents, servants, employees, contractors, or contractors.
Liability and Indemnification.
8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY,
INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT
ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF
VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR
SUBCONTRACTORS.
8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES, FROMAND AGAINST ANYAND ALL CLAIMS
OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPERTYDAMAGE OR LOSS (INCLUDINGALLEGED DAMAGE OR LOSS TO
VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS,
AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to
defend, settle, or pay, at its own cost and expense, any claim or action against City for
infringement of any patent, copyright, trade mark, trade secret, or similar property right
arising from City's use of the software and/or documentation in accordance with this
Agreement, it being understood that this agreement to defend, settle or pay will not apply if
City modifies or misuses the software and/or documentation. So long as Vendor bears the
cost and expense of payment for claims or actions against City pursuant to this section,
Vendor will 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 will have the right to fully participate in any and all such settlement,
negotiations, or lawsuit as necessary to protect 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 City for
infringement arising under this Agreement, City will 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 will fully participate and cooperate
with 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, City's assumption of payment of costs or expenses will not
eliminate Vendor's duty to indemnify City under this Agreement. If the software and/or
documentation or any part thereof is held to infringe and the use thereof is enjoined or
Vendor Services Agreement Page 3 of 12
City Secretary Contract No. 60746
restrained or, if as a result of a settlement or compromise, such use is materially adversely
restricted, Vendor will, at its own expense and as City's sole remedy, either: (a) procure for
City the right to continue to use the software and/or documentation; or (b) modify the
software and/or documentation to make it non -infringing, provided that such modification
does not materially adversely affect City's authorized use of the software and/or
documentation; or (c) replace the software and/or documentation with equally suitable,
compatible, and functionally equivalent non -infringing software and/or documentation at no
additional charge to City; or (d) if none of the foregoing alternatives is reasonably available
to Vendor terminate this Agreement, and refund all amounts paid to Vendor by City,
subsequent to which termination City may seek any and all remedies available to City under
law.
9. Assignment and Subcontracting.
9.1 Assigmment. Vendor will not assign or subcontract any of its duties, obligations
or rights under this Agreement without the prior written consent of City. If City grants consent to
an assignment, the assignee will execute a written agreement with City and Vendor under which
the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.
Vendor will be liable for all obligations of Vendor under this Agreement prior to the effective date
of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, the subcontractor will execute
a written agreement with Vendor referencing this Agreement under which subcontractor agrees to
be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations may apply. Vendor must provide City with a fully executed copy of any such
subcontract.
10. Insurance. Vendor must provide City with certificate(s) of insurance documenting
policies of the following types and minimum coverage limits that are to be in effect prior to commencement
of any Services pursuant to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000 - Each Occurrence
$2,000,000 - Aggregate
(b) Automobile Liability:
$1,000,000 - Each occurrence on a combined single limit basis
Coverage will be on any vehicle used by Vendor, or its employees, agents, or
representatives in the course of providing Services under this Agreement. "Any
vehicle" will be any vehicle owned, hired and non -owned.
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the Services are being performed
Vendor Services Agreement Page 4 of 12
City Secretary Contract No. 60746
Employers' liability
$100,000 -
Bodily Injury by accident; each accident/occurrence
$100,000 -
Bodily Injury by disease; each employee
$500,000 -
Bodily Injury by disease; policy limit
(d) Professional Liability (Errors & Omissions):
$1,000,000 - Each Claim Limit
$1,000,000 - Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage must be claims -made, and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance must be submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies must
name City as an additional insured thereon, as its interests may appear. The term
City includes its employees, officers, officials, agents, and volunteers in respect to
the contracted services.
(b) The workers' compensation policy must include a Waiver of Subrogation
(Right of Recovery) in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage must be provided to City. Ten (10) days' notice will be
acceptable in the event of non-payment of premium. Notice must be sent to the
Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102,
with copies to the Fort Worth City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A- VII
in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial
strength and solvency to the satisfaction of Risk Management. If the rating is
below that required, written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance
documentation will not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance will be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11. Compliance with Laws, Ordinances, Rules and Regulations. Vendor agrees that in the
performance of its obligations hereunder, it will comply with all applicable federal, state and local laws,
Vendor Services Agreement Page 5 of 12
City Secretary Contract No. 60746
ordinances, rules and regulations and that any work it produces in connection with this Agreement will also
comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies
Vendor of any violation of such laws, ordinances, rules or regulations, Vendor must immediately desist
from and correct the violation.
12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the
performance of Vendor's duties and obligations hereunder, it will not discriminate in the treatment or
employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM
ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT
BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS,
SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME
SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS
FROM SUCH CLAIM.
13. Notices. Notices required pursuant to the provisions of this Agreement will be
conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the
transmission, or (3) received by the other parry by United States Mail, registered, return receipt requested,
addressed as follows:
To CITY:
City of Fort Worth
Attn: Assistant City Manager
200 Texas Street
Fort Worth, TX 76102-6314
Facsimile: (817) 392-8654
With copy to Fort Worth City Attorney's Office at
same address
To VENDOR:
North American Consultants
Steven Howard, President/ Sales
Post Office Box 6439
Kingswood, TX 77325-6435
Mobile: 832-445-8970
14. Solicitation of Emplovees. Neither City nor Vendor will, during the term of this
Agreement and additionally for a period of one year after its termination, solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other
during the term of this Agreement, without the prior written consent of the person's employer.
Notwithstanding the foregoing, this provision will not apply to an employee of either party who responds
to a general solicitation of advertisement of employment by either party.
15. Governmental Powers. It is understood and agreed that by execution of this Agreement,
City does not waive or surrender any of its governmental powers or immunities.
16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or
Vendor's respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
17. Governing Law / Venue. This Agreement will 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 pursuant to this
Vendor Services Agreement Page 6 of 12
City Secretary Contract No. 60746
Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas, Fort Worth Division.
18. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be
affected or impaired.
19. Force Majeure. City and Vendor will exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission
in performance due to force majeure or other causes beyond their reasonable control, 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; epidemics or pandemics; government action
or inaction; orders of government; material or labor restrictions by any governmental authority;
transportation problems; restraints or prohibitions by any court, board, department, commission, or agency
of the United States or of any States; civil disturbances; other national or regional emergencies; or any other
similar cause not enumerated herein but which is beyond the reasonable control of the Party whose
performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is
suspended during the period of, and only to the extent of, such prevention or hindrance, provided the
affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or
hinders the Parry's performance, as soon as reasonably possible after the occurrence of the Force Majeure
Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The notice
required by this section must be addressed and delivered in accordance with Section 13 of this Agreement.
20. Headings not Controlling. Headings and titles used in this Agreement are for reference
purposes only, will not be deemed a part of this Agreement, and are not intended to define or limit the scope
of any provision of this Agreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have
reviewed and revised this Agreement and that the normal rules of construction to the effect that any
ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this
Agreement or Exhibit A.
22. Amendments / Modifications / Extensions. No amendment, modification, or extension
of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is
executed by an authorized representative of each party.
23. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute
one and the same instrument.
24. Warranty of Services. Vendor warrants that its services will be of a high quality and
conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's
option, Vendor will either (a) use commercially reasonable efforts to re -perform the services in a manner
that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming
services.
25. Immigration Nationality Act. Vendor must verify the identity and employment eligibility
of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form (I-9). Upon request by City, Vendor will provide City with copies of all I-9
Vendor Services Agreement Page 7 of 12
City Secretary Contract No. 60746
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor must 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 WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM
ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH
BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR
AGENTS. City, upon written notice to Vendor, will have the right to immediately terminate this Agreement
for violations of this provision by Vendor.
26. Ownership of Work Product. City will be the sole and exclusive owner of all reports,
work papers, procedures, guides, and documentation that are created, published, displayed, or produced in
conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, City
will be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary
rights in and to the Work Product. Ownership of the Work Product will inure to the benefit of City from
the date of conception, creation or fixation of the Work Product in a tangible medium of expression
(whichever occurs first). Each copyrightable aspect of the Work Product will be considered a "work -made -
for -hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work
Product, or any part thereof, is not considered a "work -made -for -hire" within the meaning of the Copyright
Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title and interest in
and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret,
and all other proprietary rights therein, that City may have or obtain, without further consideration, free
from any claim, lien for balance due, or rights of retention thereto on the part of City.
27. Signature Authoritv. The person signing this Agreement hereby warrants that they have
the legal authority to execute this Agreement on behalf of the respective party, and that such binding
authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This
Agreement and any amendment hereto, may be executed by any authorized representative of Vendor. Each
party is fully entitled to rely on these warranties and representations in entering into this Agreement or any
amendment hereto.
28. Change in Companv Name or Ownership. Vendor must notify City's Purchasing
Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining
updated City records. The president of Vendor or authorized official must sign the letter. A letter indicating
changes in a company name or ownership must be accompanied with supporting legal documentation such
as an updated W-9, documents filed with the state indicating such change, copy of the board of director's
resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the
specified documentation so may adversely impact future invoice payments.
29. No Bovcott of Israel. If Vendor has fewer than 10 employees or this Agreement is for
less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter
2271 of the Texas Government Code, the 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" has the meanings ascribed to those terms in Section 2271 of the Texas Government Code.
By signing this Agreement, Vendor certifies that Vendor's signature provides written verification to
the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of
the Agreement.
30. Prohibition on Bovcotting Energv Companies. Vendor acknowledges that in accordance
with Chapter 2274 of the Texas Government Code (as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2),
Vendor Services Agreement Page 8 of 12
City Secretary Contract No. 60746
the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or
more, which will be paid wholly or partly from public funds of the City, with a company (with 10 or more
full-time employees) unless the contract contains a written verification from the company that it: (1) does
not boycott energy companies; and (2) will not boycott energy companies during the term of the contract.
The terms "boycott energy company" and "company" have the meaning ascribed to those terms by Chapter
2274 of the Texas Government Code (as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2). To the extent
that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this
Agreement, Vendor certifies that Vendor's signature provides written verification to the City that
Vendor: (1) does not boycott energy companies; and (2) will not boycott energy companies during
the term of this Agreement.
31. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor
acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code (as added
by Acts 2021, 87th Leg., R.S., S.B. 19, § 1), the City is prohibited from entering into a contract for goods
or services that has a value of $100,000 or more which will be paid wholly or partly from public funds of
the City, with a company (with 10 or more full-time employees) unless the contract contains a written
verification from the company that it: (1) does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the
term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm
entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the
Texas Government Code (as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1). To the extent that
Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement,
Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1)
does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or
firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade
association during the term of this Agreement.
32. Electronic Signatures. This Agreement may be executed by electronic signature, which
will be considered as an original signature for all purposes and have the same force and effect as an original
signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions
(e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via
software such as Adobe Sign.
33. Entirety of Agreement. This Agreement contains the entire understanding and agreement
between City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any
prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict
with any provision of this Agreement.
(signature page follows)
Vendor Services Agreement Page 9 of 12
City Secretary Contract No. 60746
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
By: ow
Name: Jesica McEachern
Title: Assistant City Manager
Date: Jan 11, 2024
APPROVAL RECOMMENDED:
By:
Name: Mark J. Barta
Title: Assistant Director of Human Resources
4.oaooup��
ATTEST: P of FORT�ad�
C°�� 0oo09�dd
PVo =0
�o
Pp�� * ooD oo
b .,L�.�S1�s_ �dn� nEnpSa
By:
Name: Jannette S. Goodall
Title: City Secretary
VENDOR:
North American Consultants Inc -
By: 2�.e
Name: Mr. Steven Howard, President/Sales
Title:
Date: January 4, 2024
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of
this contract, including ensuring all performance and
reporting requirements.
aB��ezt� 7��,
By:
Donne[[e Murphy (Jari4,20 41E�i CST)
Name: Donnette Murphy
Title: Property Casualty Manager
APPROVED AS TO FORM AND LEGALITY:
By:
Name: Jessika Williams
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C:
Form 1295:
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Vendor Services Agreement Page 10 of 12
City Secretary Contract No. 60746
EXHIBIT A
SCOPE OF SERVICES & PAYMENT SCHEDULE
Vendor Services Agreement Page 11 of 12
DEFINITION OF SERVICES & PRICE ESTIMATES
Peer Review Services IME Services
All medical reviews include a summary of the case and Expert's opinions and recommendations. The
report also includes a breakdown of the billing by provider, medical necessity, causation,
undocumented charges and usual & customary. All questions, concerns and comments are addressed
when written on the request form under special instructions. Please note that prices may vary
depending on the size of the case file in which the expert has to review and complication level.
Medical Opinion Only (no bills): Expert reviews the medical records for care and treatment of the
claimant then gives an opinion and addresses any specific questions requested. Actual billing is not
reviewed or addressed. These experts include Life Care Planners, Vocational experts, Economist
experts, Actuary experts, etc. Price starts at $2,500+.
Chiropractic Reviews: Price varies between $1,000 and $1,400+. Based on volume and complexity
of the file.
MD Reviews: Price starts at $1,500+. Based on volume and complexity of the file.
Film Reviews: Complete radiological review of films with a detailed report: Price starts at $500 per
MRI /CT study. Plain film X-Rays are $200 per study. A cost affidavit may be produced for an
additional fee.
Reopens: Price starts at $750, Files that are over 8 months old or over 300 additional pages of
additional records will be considered a full peer review and will be charged at normal pricing.
Verbal Report: Need a verbal report from our expert before a report is produced? We can have our
expert call you to discuss his/her findings. Price is $350 plus expert's fee for teleconference time.
Line by Line CPT Coding Bill Audits
IN HOUSE - Line by Line Bill Audit (Usual & Customary): A physician does NOT review the
bills or records for medical necessity or length of treatment. Charges are reviewed to determine if they
are in line with current National Fee Guidelines. (Usual and Customary variances are completed by
inside personnel using CPT fee guidelines) Each provider = $150, billing over $25,000 on any 1
provider may incur an additional fee. *COST AFFIDAVITS ARE NOT AVAILABLE WITH THIS
SERVICE. A BILLING SPECIALIST OR RN MUST BE UTILIZED.
Billing SDecialist/RN Line by Line Bill Audit (Usual & Customary): A billing specialist or RN
reviews the records and bills to determine if they are in line with current National Fee Guidelines.
Pricing is based offhow many lines/codes and the number ofproviders,
1-6 lines= $225 per provider, 7-50 lines = $350 per provider; 51-250 lines = S525 per provider,
250+ lines are priced on a case -by -case basis. *Cost affidavits may be produced for $250, each
provider by the Billing Specialists or RN.
Radioloeical Bill Audit: Conducted by a Radiologist who provides an in-depth analysis of the
MRI/CT pricing for the geographical area in which the service was provided. Price is $550 per
MRI /CT study.
Engineering Services
Biomechanical Low Impact Study: A 2-part report which includes;
1) Evaluation of Delta V(Av) & G Forces imparted to occupants involved in a minor impact with little
or no visible damage. File consists of police report, damage appraisals & photos of both vehicles, all
of which are admissible at trial. 2) A detailed Physicians Peer Review based on the records and
Engineer's report. Price, $2,000 + cost of Peer Review.
Accident Reconstruction: Physical inspection of vehicles and accident scene. "Application of the
Laws of Physics" is used to determine initial speeds of the vehicles, vehicle direction and driver
response. Includes Engineer Report and Photographs. Price, $5,000 plus travel fees.
Engineer Analysis: Evaluation of the Delta V (Av) & G Forces imparted to occupants involved in a
minor impact with little or no visible damage. File consists of police report, damage appraisals &
photos of both vehicles, all of which are admissible at trial. Price, $1,500+.
Special Engineering Services: For any other case in which an engineer's expertise outside the scope
of auto engineering may be of service. Specialties include, but are not limited to; Structural & Civil,
Fire, Electrical and Water, out of State cases or DV Reports. Price, $1,500 + expert fee.
Nurse Reviews
Comprehensive Nurse Review: A Nurse summarizes the file identifying any billing errors, obsolete
codes, unusual codes and/or unrelated codes. This report gives the claims professional a basis by
which to negotiate and settle their claim without the need for litigation. This report makes
recommendations per the Official Disability Guidelines. Base fee; $750. An additional fee will apply
for a line -by-line audit: Add an additional $250 for each affidavit, if requested
Independent Medical Evaluation (IME): An independent physician will examine the
claimant. The physician will be based on the specialty you indicate under special
instructions on the front of this form. Price, $995 + expertfee.
Combo: Physician Peer Review and IME performed by the same physician with two
separate reports. Price, $2,250 + expert fee.
Attornev Assisted Services
Medical File Summary: This is the process of providing a detailed time line of a
medical file. You will receive a detailed spreadsheet listing each date of service and the
results of that visit. Price is based on $60 per hour (minimum 2 hours).
Affidavits
Follows Texas Civil Practice Code 18.001
Medical Necessity Affidavits: Expert reviews for services that are not medically
necessary. A physician medical review must be completed in order to execute this
affidavit. Price is S250 per affidavit
Physician Cost of Services Affidavits: Expert reviews for usual and customary. A
physician review must be completed to execute this affidavit. Price is $250 per affidavit.
ER Cost of Services Review with Cost Affidavits: Only the ER billing will be
reviewed by an Emergency Room Physician. This service includes an affidavit only, no
report will be produced. Price is $1,500 (maximum 2 providers).
Radiological Cost Affidavits: A Radiologist will review and execute this affidavit.
Price is $700 per provider.
Deposition Concierge Services
Complementary Deposition/Trial Scheduling: Upon notification of an impending
deposition or trial, our Legal Coordinator will handle the scheduling of our expert(s) in
connection to the case. If applicable, fees for our conference room rental will apply as
well as the Expert's fee for deposition and/or trial.
PLEASE NOTE: Our experts are under contract and are required to testify on
behalf of their handling of any report, if requested. All communication regarding
deposition and/or testimony must be coordinated through NAC. For scheduling,
please contact leizal(&,,northamericanconsultants.com
DWQ Record Services
DWQ Record Service: Records requested by Subpoena Duces Tecum with Direct
Questions, or by Affidavit of Records, with or without Medical Authorization. All fees
for medical, billing or radiology record expenses will be passed along to the client in
addition to NAC rates. Base fee is $175.50 plus $25 for each legal document sent out to
include: Subpoena, Direct Questions, Affidavits and Notices.
Miscellaneous Services
RECORD RETRIEVAL: Base fee; $39 per hour plus any fees charged by providers.
INVESTIGATIONS: NAC offers a wide range of Investigation Services. Please see our
NAC Investigative Request Form for more details.
DESIGNATION ONLY: If you have an expert designation deadline, we have authority
from numerous experts to designate them ahead of time. You must notify NAC prior to
designating one of our experts. If we receive the case, the designation fee is waived. If
the case settles with no peer review, fee is $150.
DESIGNATION WITH SPECIAL REPORT: Designation of an expert and quick turn-
around time of a partial/supplement report purely for designation purposes. The Expert's
report would be based on limited information available and time allotted for the report.
Cases can usually be turned around in 24 hours or less. A rush fee will apply for the
Expert only. Price varies on a case -by -case basis.
COPY FEE: Any case with records over 1000 pages will be charged a copy fee of $.25
per page.
CANCELLATION POLICY: If NAC receives an assignment, prints the records, works
up the case and selects an expert, there will be a minimum $240 cancellation/handling fee
if canceled by the client for any reason.
EXPERTS: NAC will utilize a TEXAS expert on all cases unless special instructions are noted on request form to utilize an out of state expert.
Revised 02/2023 *Prices subject to change without notification*