HomeMy WebLinkAboutContract 61233CSC No. 61233
FORTWORTH.
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, acting by and
through its duly authorized Assistant City Manager, and FITCH AND ASSOCIATES, LLC ("Vendor"),
a Delaware Limited Liability Company and acting by and through its duly authorized representative, each
individually referred to as a "party" and collectively referred to as the "parties."
1. Scope of Services Vendor shall provide an organizational assessment of and
recommendations regarding provision of emergency medical services in the City of Fort Worth and its
environs, including review and assessment of the current provider (the Metropolitan Area EMS Authority)
and a survey of best practices in other jurisdictions of comparable size and makeup. The assessment shall
review all aspects of the current provider's processes and procedures, including operational performance,
personnel and staffing models, fiscal performance, and governance. The survey shall query other
jurisdictions using both the utility and municipal provider models to gather data regarding identified criteria.
At the conclusion of the evaluation, Vendor shall prepare a final report of its observations and
recommendations to improve the City's emergency medical services, including options for improving the
current delivery model and/or provider and recommendations regarding optimal approach based on best
practices gleaned from survey. Exhibit "A," - Scope of Services more specifically describes the services to
be provided hereunder.
2. Term. The initial term of this Agreement is for one year, beginning on the date that this
Agreement is executed by the City's Assistant City Manager ("Effective Date"), unless terminated earlier
in accordance with this Agreement ("Initial Term"). City and Vendor may renew this Agreement under the
same terms and conditions, for up to one (1) one-year renewal option(s) (each a "Renewal Term") by mutual
written agreement.
3. Compensation.
3.1 Total compensation under this Agreement will not exceed One Hundred Eighty -
Two Thousand and Five Hundred Dollars.
3.2 City will pay Vendor in accordance with the Prompt Payment Act (Chapter 2251
of the Texas Government Code) and provisions of this Agreement, including Exhibit `B,"
which is attached hereto and incorporated herein for all purposes.
3.3 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.
OFFICIAL RECORD
CITY SECRETARY
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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-annronriation 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
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.
Right to Audit. Vendor agrees that City will, until the expiration of three (3) years after
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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. Indenendent 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,
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, or contractors.
Liabilitv and Indemnification.
8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND PERSONAL INJURY,
INCLUDING, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANY AND ALL
PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE
EXTENT CAUSED BY THE NEGLIGENT ACTS) OR OMISSION(S), MALFEASANCE OR
INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, REPRESENTATIVES,
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, REPRESENTATIVES, SERVANTS, AND EMPLOYEES, FROM AND AGAINST
ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER
REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING
ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST
PROFITS) AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, 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, REPRSENTATIVES,
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 or documentation in accordance with this Agreement,
it being understood that this agreement to defend, settle or pay will not apply if City modifies
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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 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
documentation with equally suitable, compatible, and functionally equivalent non -infringing
software and 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.
Assignment and Subcontracting.
9.1 Assisnment. 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 Coverase and Limits
(a) Commercial General Liability:
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$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
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): �❑l Applicable I01 N/A
$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 Reurrements
(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
City in accordance with the notice provision of this Agreement.
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(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 ReLFulations. Vendor agrees that in the
performance of its obligations hereunder, it will comply with all applicable federal, state and local laws,
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 party 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:
Fitch & Associates, LLC
Thomas Moore, Junior Partner
PO Box 1701, Williamsburg Terr. Ste. G
Platte City, MO 64079
Facsimile: (816) 431-2653
14. Solicitation of Emvlovees. 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,
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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
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 Maieure. 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 Party'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 Exhibits A, B, and C.
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.
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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 Nationalitv 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
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
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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, the City is prohibited from entering into a contract for goods or services that has a value of
$100,000 or more that is to 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 that is to 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
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with any provision of this Agreement.
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(signature page follows)
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples.
City:
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By: Valerie Washington (Dec 13, 2023 09:51 CST)
Name: Valerie Washington
Title: Assistant City Manager
Date: Dec 13, 2023
Vendor:
By:
61:' r 4w
Name:
Steven Knight
Title:
Partner
Date:
Dec 13, 2023
FOR CITY OF FORT WORTH INTERNAL PROCESSES:
Approved as to Form and Legality:
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By:
Name: Taylor C. Paris
Title: Assistant City Attorney
Contract Authorization:
M&C: 23-0929
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.
Name: Valerie Washington
Title: Assistant City Manager
City Secretary:
By: /VI
Name: Jannette Goodall
Title: City Secretary
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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City Secretary Contract No.
EXHIBIT A
SCOPE OF SERVICES
Overview
Vendor will conduct an assessment and survey and provide recommendations regarding provision
of Emergency Medical Services in Fort Worth and its environs. In providing these services,
Vendor will perform the following tasks in accordance with the schedule detailed below. In
addition to the task specific services below, Vendor will provide the City with bi-weekly reports
and updates on its progress, including presenting to the City of Fort Worth Ad Hoc Council
Committee on Emergency Medical Response during the Committee's regularly schedule monthly
meetings beginning November 7, 2023:
Task 1 — Develop datapoints for survey by October 31, 2023.
Task 2 — Obtain data from Member Cities and MedStar by November 6, 2023.
Task 3 — Project interviews with key stakeholders completed by November 6-9, 2023.
Task 4 — High level report on survey results and initial data findings by 45 days after Fitch's
receipt of complete and usable data as requested. (Anticipated December 15, 2023)
Task 5 — In depth analysis of operational performance completed 45 days after high-level
briefing. (Anticipated January 19, 2024)
Task 6 — In depth analysis of staffing model completed by January 19, 2024.
Task 7 — In depth analysis of fiscal performance completed by January 19, 2024.
Task 8 — In depth analysis of governance model completed by January 19, 2024.
Task 9 — Draft and final reports completed by January 26, 2024.
Task 10 — Revise and transmit final reports by 7 days after receipt of feedback from
Steering Committee. (Anticipated February 9, 2024)
Phase I: Review of existing peer agency comparison data, internal discussions and interviews
with City staff and key external stakeholders, compilation of resulting data, and presentation of
initial reports and opinions:
Task 1—Develop datapoints for survey
Vendor's Duties:
Review existing peer agency comparison data and develop peer agency survey and
distribute to peer agencies. Comparison data will include, among other matters, reference
points based on specific standards of care service levels among peer cities to explain the
options and benchmarks that are available and whether the applicable model employed by
Vendor Services Agreement — Exhibit C Page
the peer agency is meeting certain benchmarks or standards. Vendor will develop
datapoints to examine the challenges, and successes, faced on a national scale for EMS
providers and peer agencies.
Deliverable: Peer agency survey of EMS models
Date: November 6-9, 2023
Task 2 — Obtain Data from Peer Agency Survey from at least fourteen (14) entities
Vendor's Duties:
After distributing peer agency surveys developed under task 1 above, Vendor will obtain
the data from at least 14 survey responses to assist with its analysis of effective EMS
models. Vendor will include an examination of national and international start of the art
EMS models in its analysis. The analysis will include how survey respondent's address
caring for homeless individuals who may nor may not have access to insurance.
Deliverable: Confirmation to City that required survey results have been obtained.
Date: December 8, 2023
Task 3 — Project interviews with key stakeholders
Vendor's Duties:
Vendor will schedule and conduct project interviews with key internal and external
stakeholders as identified in the project planning process. This will include, at a minimum,
community member stakeholders such as representatives from local hospitals, first
responders, member cities, representatives at event venues such as Dickies Arena, Texas
Motor Speedway, Will Rodgers Memorial center, Texas Christian University, and other
agencies outside of the City.
Citv Duties:
City shall ensure identified personnel make themselves reasonably available for project
interviews.
Deliverable: Written summaries of the interviews conducted.
Date: November 17, 2023
Task 4 — High level report on survey results and initial data findings
Vendor's Duties:
Vendor will prepare a high-level report summarizing its initial findings from the data
developed under tasks 1 through 3 above. The report should provide an initial opinion on
best practices observed.
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Deliverable: Written report containing a summary of the benchmark entities and how they
are similar or different from City and Vendor's opinion of best practices based on the initial
findings.
Date: December 12, 2023
Phase II: In-depth analysis of the Medstar system including operational performance, personnel,
fiscal performance, and governance:
Task 5 — In depth analysis of operational performance
Vendor's Duties:
o Evaluate deployment methods. The deployment methods currently utilized by the
MedStar system will be evaluated and opportunities for improvement will be
provided, where applicable.
o Evaluate the current system Unit Hour Utilization (UHU). All unit and system
activity will be calculated as a UHU value by both demand and consumption. The
UHU values will be compared with other systems and industry best practices.
o Comparison of call trends, resource allocation, and response times to peer
EMS providers. Peer EMS provider agencies will be utilized to compare trends in
calls, resource allocation decisions, and response times. In addition, specific
attention will be provided to emerging national trends and service lines for differing
response priorities. Vendor will include differing and similar models in its review
from similar cities and consider the application of AHA or NFPA guidelines.
o Compare the percentage and amount of public funding used to support other
EMS systems. The PUM peer agencies will be utilized to compare and contrast the
percentage of public funding and alternative revenue sources. Vendor will include
fire -based costs in its review, with examples and third service costs to include
personnel, equipment, stations, supplies, fuel, etc.
o Provide recommendations and strategies to make performance and service
delivery more patient -centric. All operational evaluations of deployment,
resource allocation, call triaging, and operational and clinical evaluations have a
core tenant for maintaining or improving patient -centricity.
o Evaluate current performance metrics. In concert with above, all operational and
clinical metrics will be evaluated through the lens of improving patient centricity.
Date: January 19, 2024
Task 6 — In depth analysis of staffing model
Vendor's Duties:
Complete a comprehensive analysis of the staffing models. Provide recommendations for
the appropriate human resource allocations for field personnel, supervisors, dispatchers,
and call takers on a shift. In addition, the 2023/24 fiscal year operational strategies will be
incorporated. Provide an assessment of the current administrative structure that balances
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effectiveness and fiscal efficiency. Assessments will include mathematical computation,
historical employee performance, absenteeism, attrition, and benefits packages.
Administrative capacity will include national best practices and comparison agencies for
like service and complexity. Queuing theory will be utilized to determine the appropriate
number of consoles, call takers, dispatchers, phone lines, and radio operators.
Date: January 19, 2024
Task 7 — In depth analysis of fiscal performance
Vendor's Duties:
o Cost Analysis
■ Complete a comprehensive total cost analysis for each distinct program
area, such as 911 ambulance, critical care, interfacility transfers, event
medical, community events, and Mobile Integrated Healthcare (MIH)
services. Total cost contemplates additional costs such as overhead for HR,
finance, fleet, facilities management, capital bonds for buildings and
expansions, rebuilds, modernization, etc.
■ Compare Medstar's charges for interfacility services. Vendor will identify
comparable systems and/or other agencies within the PUM community and
within Texas. Hospital partner agencies will be interviewed to provide
holistic cost accounting and long-term sustainability. Finally, MIH
programs such as readmission avoidance and higher utilization intervention
programs will be included. Ultimately, the total cost and value to the system
will be described for both integration of MIH and interfacility transfers.
■ Compare Medstar's costs for services to other similarly sized EMS systems
to include any associated cost avoidance of these services (i.e., MIH and
interfacility), including Emergency Service District options.
• Comprehensive analyses of service delivery costs will be completed based
on the current system structure and performance, and alternative system
designs such as fire -based, franchise models, 3rd service government
models, and a public -private partnership alliance model. Other models may
be included as desired. In all alternative scenarios, cost allocation strategies
will be developed for each of the member cities if a subsidy is required.
• Analyze the costs of the member agencies for medical first response. All
analyses will be transparently communicated to best replicate apples -to -
apples comparisons to accommodate varying fire department medical first
response delivery models.
■ Analyze the cost per unit hour and cost per response of an ambulance and
single resource quick response vehicles. This will be evaluated with
Medstar's cost to ensure a full and transparent review of all costs and
options to deliver service.
■ Overall, the assessment will make recommendations for the most efficient
and effective system design that will reduce costs and provide for increased
opportunities for revenues. The ultimate goal is to ensure long-term
sustainability and reduce budget deficits.
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o Review of billing and collections. Comprehensive assessments of all billing and
collections processes by service lines will be completed for both in-house and
outsourced services. The average collection per call across all call types will be
captured and compared with the billable rate of each call type. Opportunities and
challenges will be presented where applicable.
o Collections for the past five years and projections for FY23/24. The historical
collections for the past five years will be assessed and described by the payor mix,
response type, service mix, and transports. A comparison will be provided to other
agencies and the national experience. Vendor will then evaluate and forecast future
revenue collections.
o Cost -benefit analysis of third -party vs in-house collections. The relative
collection performance will be evaluated to compare third -party billing and in-
house efforts. In addition, a comparison to other EMS providers will be completed.
Vendor will evaluate if other funding sources could be available and will be
presented for the models in its findings. Recommendations and strategies to
improve billing, collections and alternative funding sources will be provided where
applicable.
o Comparison of 911 revenue and inter -facility transfers. A comparison of the
911 revenues vs. the interfacility transfers within the collection performance
assessments will be completed. In addition, costs for providing 911 responses will
be compared to inter -facility transfers. Costs will include MedStar expenses to help
support agency medical first response efforts.
o Assessment of sustainable opportunities to further integrate with member
cities. Complete comprehensive assessment to evaluate opportunities to further
integrate member cities that may improve patient care, decrease system costs, and
decrease ambulance response times. Any proposed integration will be validated
with proformas detailing current and future costs.
Citv's Duties:
City shall cooperate in providing access, as necessary, to department personnel, operations,
and fiscal information.
Date: January 19, 2024
Task 8 - In depth analysis of governance model
Vendor's Duties:
o Review of the Medstar board membership and representation. Vendor will
review the effectiveness and appropriateness of the current Medstar board to
propose an optimal representative board structure that accounts for elements such
as system contribution, revenue, collaboration, etc. The board membership will be
well -aligned with cost -sharing strategies for the member cities. Finally, other
stakeholders such as the public, public health, and hospital systems will be included
and integrated appropriately. Vendor's assessment will consider factors such as
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board structure, subject matter expertise, community engagement, and conflicts of
interest.
o Compare and contrast independent vs internal medical direction and
oversight. Vendor will evaluate and compare the effectiveness of independent
medical direction and oversight of the current internal Office of the Medical
Director (OMD) to evaluate clinical quality and outcomes at the system level. Peer
agencies and other systems of similar size and complexity will be utilized for
comparisons. A score card of national model clinical guidelines, National EMS
Quality Alliance (NEMSQA), best practices and clinical measures will be utilized
for evaluation purposes. When considering clinical metrics, Vendor will indicate
whether the clinical metrics are publicly available and cite its source for the metrics.
Vendor will utilize the services of a board certified EMS physician as approved by
the City of Fort Worth Ad Hoc Council Committee on Emergency Medical
Response in its evaluation.
o Comparison of the cost effectiveness of the MAEMSA System OMD and other
peer agencies. Peer agencies will be utilized to compare the level of staffing, scope
of responsibility for oversight, training, and credentialing, and meeting hospital and
member city expectations.
Deliverable: Updated observations and recommendations and confirmation that the data
collection has been completed so that Vendor is prepared to proceed to Task 9.
Date: January 19, 2024
Phase III: Final reports and presenting recommendations to City.
Task 9 — Draft and final reports
Vendor's Duties:
Vendor will prepare and provide the City for review and feedback an initial draft report
detailing the data collected, observations made, and recommendations offered regarding
the EMS systems and processes. Vendor's recommendations will include rough estimates
for anticipated costs of implementing recommendations, suggestions regarding how to
prioritize among recommended changes, options for how implementation might be phased
across years or budgetary periods, and suggested timelines for implementation with and
without phasing. Vendor will review City feedback and revise the report accordingly.
Vendor will provide multiple iterations of revised draft reports if needed. Following
receipt of final feedback, Vendor will provide City with a finalized report that details the
data that was collected, observations that are being made, and changes that are being
recommended to improve the City's, and member cities', EMS models.
Citv's Duties:
City shall review and provide feedback regarding draft reports.
Deliverable: One or more draft reports containing the information described above as well
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as a finalized report. All draft reports shall be provided electronically in Microsoft or
compatible format that the City can edit and mark up. The final report shall be provided
electronically in PDF format along with 10 printed copies.
Date: January 26, 2024
Task 10 — Revise, transmit, and present final reports
Vendor's Duties: Vendor shall make any revisions to the Reports submitted to City and
shall send such revised reports to City. Once the report has been finalized, Vendor will
present the information to the City of Fort Worth Ad Hoc Council Committee on
Emergency Medical Response at its next regularly schedule committee meeting.
Date: February 9, 2024 and anticipated Ad Hoc Presentation on February 20, 2024. City
Council presentation TBD at the client's discretion.
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PROPOSED PROJECT SCHEDULE
Kick -Off
Meeting, Refine
Work Plan and
Scope, and Meet
with
Stakeholders
Task 1
Task 2
Task 3
Task 4
Task 5
Task 6
Task 7
Task 8
Task 9
Task 10
Comprehensive
Quantitative
Date Report
Comprehensive
GIS Report
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Presentations / TB D TBD TBD TBD TBD
Briefings
Presentations / 12/12/23 1/23/24—2/20/24
Briefings 11/7/23
(Ad Hoc)
Proposed Onsite #1 #2 #3 #4 #5 #6
Visits
The proposed timelines are predicated, or beV-in. once we receive usable supportinV- data as requested at project kickoff. In addition. virtual meetinV-s will
be utilized bi-weekly for project updates. It is understood that the delivery data of the final report is on or before April 30. 2024.
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EXHIBIT B
PAYMENT SCHEDULE
Compensation will be structured as installments tied to the execution of the Agreement and completion of
each task listed in Exhibit A as follows:
Milestone
Payment
Contract Execution
$18,250.00
Task 1 Completion
$18,250.00
Task 2 Completion
$18,250.00
Task 3 Completion
$18,250.00
Task 4 Completion
$18,250.00
Task 5 Completion
$18,250.00
Task 6 Completion
$18,250.00
Task 7 Completion
$18,250.00
Task 8 Completion
$18,250.00
Task 9 Completion
$18,250.00
Total
$182,500.00
Vendor shall remit an invoice requesting payment for each installment listed above. Invoices shall be
submitted to Selena Ala at Selena. ala(cr�,fortworthtexas.2ov and 200 Texas Street, City Manager's Office,
Fort Worth, Texas 76102. Multiple installment payments may be requested on the same invoice. Payment
of all undisputed amounts will be made within thirty (30) days of receipt of the invoice.
In the event of a disputed or contested billing, including but not limited to a disagreement as to whether a
specific task has been completed, only the portion being contested will be withheld from payment, and the
undisputed portion will be paid. City will exercise reasonableness in contesting any bill or portion thereof.
No interest will accrue on any contested portion of the billing until the contest has been mutually resolved.
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