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HomeMy WebLinkAboutContract 61759MEMORANDUM OF UNDERSTANDING BETWEEN METROPOLITAN AREA EMS AUTHORITY AND CITY OF FORT WORTH REGARDING CERTAIN EMPLOYEE SERVICES provision of services by individuals employed by COFW. MAEMSA and COFW will be collectively referred to herein WHEREAS, MAEMSA is a governmental administrative agency created through a Restated Interlocal Cooperative Agreement between municipalities under the provisions of Section 773.051 of the Tex. Health & Safety Code and the provisions of Chapter 791 of the Tex. Government Code; and WHEREAS, COFW is a home rule municipality acting under its charter adopted by the electorate pursuant to Article XI, Section 5 of the Texas Constitution and Chapter 9 of the Local Government Code; and WHEREAS, MAEMSA seeks collaboration with COFW to obtain the services of certain COFW employees to achieve mutual objectives during transition of EMS services from MAEMSA to the COFW , and NOW THEREFORE, in consideration of the mutual promises and consideration provided for herein, the receipt and sufficiency of which are hereby confirmed, MAEMSA and COFW hereby agree to the following: I.RESPONSIBILITIES OF COFW A.COFW will provide the services of the Exhibit(s) attached to this MOU: B.COFW shall retain sole responsibility for the supervision, direction, and control of including but not limited to, assigning tasks, setting work schedules, and evaluating performance . C.COFW shall be solely responsible for compensating the employees for their services in accordance with the Fair responsible for withholding and remitting all necessary taxes and contributions. D.COFW shall continue to provide workers' compensation coverage and any other benefits mandated by law to the employees while providing services to MAEMSA. MAEMSA shall not be responsible for providing any additional insurance coverage or benefits to the employees. E.COFW to MAEMSA to follow MAEMSA policies and guidelines, and local, state, and federal laws and regulations. F.COFW agrees and understands that patient care data maintained by MAEMSA that COFW employees may have . COFW will require its employees to standards for privacy and security of identifiable health information, located at 45 CFR § 160 and §164, Subparts as amended by the Health Information, Technology for Economic and Clinical Health HITECH Act, Title XIII of Division A and Title CSC No. 61759 G.COFW will provide a COFW management member as a point of contact for MAEMSA to coordinate work of COFW employees performing work under this Agreement in order to oversee their work assignments and time allocation. II.RESPONSIBILITIES OF MAEMSA A.Provide a MAEMSA management member as a point of contact for the COFW to coordinate work of COFW employees performing work under this MOU . B.Provide any equipment, supplies, software, and network connections and access necessary for COFW employees to perform the work requested by MAEMSA. C.Provide access to acute emergency care at COFW expense in the event of an accident or injury to a COFW employee while performing work under this MOU. III.TERMINATION A.This MOU shall remain in effect and govern the relations of the Parties context of this MOU unless and until either Party gives the other thirty (30) days written notice that this MOU no longer reflects its understanding and that it wishes to withdraw from this MOU. IV.FEE(S) AND PAYMENTS FOR SERVICES In return for and in consideration of the services provided by COFW herein, MAEMSA agrees to reimburse COFW as provided for in the SOW outlined in the Exhibit attached to this MOU. V.NOTICE All notices required or provided for in this MOU shall be sent to the following parties by certified mail: City Of Fort Worth: ATTN: Legal Department 100 Fort Worth Trail Fort Worth, Texas 76102 Email: Taylor.Paris@fortworthtexas.gov MAEMSA: ATTN: Compliance 2900 Alta Mere Dr. Fort Worth, TX 76113 Email: Compliance@MedStar911.org VI.DISPUTE RESOLUTION In order to ensure an effective relationship between the Parties and to provide the best possible public services, it is mutually agreed that all questions arising under this MOU shall first be handled and attempted to be resolved between the Chief Executive Officer of MAEMSA, or designee, and the City Manager of COFW, or designee. VII.VENUE H.This MOU shall be governed by the laws of the State of Texas without regard to its conflict of laws provisions. The venue of any litigation arising from this MOU will be in the United States District Courts, Fort Worth Division of the Northern District of Texas if the litigation arises in Federal Court or in the District Courts of Tarrant County, Texas if the litigation arises in State Court. The venue of any dispute resolution activity shall be in Fort Worth, Tarrant County, Texas. VIII.INDEPENDENT CONTRACTOR The Parties mutually agree that COFW is an independent contractor, and shall have exclusive control of performance hereunder, and the employees of COFW in no way are to be considered employees of MAEMSA. IX.LIABILITY In providing services under this MOU, each of the Parties shall be legally responsible for the conduct of their respective employees, regardless of whether such employees are performing duties at the request of or under the authority, direction, suggestion, or order of the other Party. This assignment of civil liability is specifically permitted by Section 791.006(a- than the liability otherwise assigned under section 791.006(a) and (b) of the Code. Each Party hereby waives all claims against the other Party for compensation for any loss, damage, personal injury, or death occurring as a consequence of the performance of this MOU. X.COMPLIANCE Each Party to this MOU shall comply with all applicable laws, rules and regulations, as amended, whether Federal, State or local, in the performance of its obligations under this MOU and shall be responsible for requiring each of its officials, members and employees, as the case may be, to comply with such laws, rules and regulations, as they pertain to that person in such capacity. XI.ENTIRE AGREEMENT The recitals set forth above are incorporated into and constitute a part of this MOU. This MOU is the entire agreement of the Parties hereto respecting the subject matter thereof and supersedes any and all prior or contemporaneous written or oral agreements, statements or understanding respecting that subject matter. It is stipulated and agreed that all provisions of this MOU, including, without limitation, any general provisions, are material, and that none of the Parties hereto have made or relied on any representation or express or implied warranty regarding the subject matter hereof that is not expressly set forth in this MOU. XII.NO WAIVER OF IMMUNITY It is expressly understood and agreed, in the execution of this agreement, MAEMSA and COFW do not waive, nor shall be deemed hereby to waive, any immunity or defense that would otherwise be available to or against claims arising in the exercise of government functions relating hereto or otherwise. By entering into this MOU, MAEMSA and COFW do not create any obligation, express or implied, other than those set forth herein, and this MOU shall not create any rights in any parties not signatory hereto. XIII.AMENDMENTS The MOU may only be modified, changed or altered, upon mutual agreement of the Parties. The Parties expressly agree to that Exhibits outlining additional SOW to be performed under this MOU may be added by the XIV.SEVERABILITY If one or more provisions of this MOU are held to be invalid and/or unenforceable in any respect, (1) the other provisions of this MOU shall remain valid and enforceable, (2) this MOU shall be construed as if each invalid and/or unenforceable provision had never been contained herein, (3) in lieu of each such provision, the Parties hereto shall thereupon amend this MOU to add a valid and enforceable provision that, in terms and extent, is as similar as possible to that invalid and/or unenforceable provision. Upon failure or refusal to so amend, such amendment may be made by judicial reformation. IN WITNESS WHEREOF, we have hereunto set our hands this the 22 day of July 2024, in multiple originals. ***Signature Page to Follow*** Agreed to on this 22 day of July, 2024. METROPOLITAN AREA EMS AUTHORITY ________________________________ Kenneth J. Simpson Chief Executive Officer By: ___________________________ Name: Valerie Washington Title: Assistant City Manager ATTEST: By: ______________________________ Name: Jannette S. Goodall Title: City Secretary 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. By: ______________________________ Name: Valerie Washington Title: Assistant City Manager APPROVED AS TO FORM AND LEGALITY: By: ______________________________ Name: Taylor C. Paris Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: N/A Form 1295: N/A EXHIBIT A COFW EMPLOYEE SCOPE OF WORK DATA ANALYTICS PROGRAMMER Role: Analyst / programmer for projects including SharePoint site construction; SharePoint list construction; Power BI dashboards; Power Applications; Power Automate flows; and Optima Predict. Responsibilities: A. SharePoint sites or lists: Primary focus will be on maintaining full functionality of the items. Any loss of functionality requiring expertise will be reviewed. If unable to detail to the team the cause of the problem in a sufficient manner to enable another analyst to fix it, will be asked to remediate the SharePoint asset to return it to full functionality. B. Power BI dashboards: If a failure is noted within a dashboard that requires expertise, a review will be held with the team. If the problem cannot be resolved by another analyst, COFW employee will be asked to remediate the issue to bring the dashboard back to functionality. C. Power applications: If a failure is noted within an app that requires expertise, a review will be held with the team. If the problem cannot be resolved by another analyst, COFW employee will be asked to remediate the issue to bring the app back to functionality. D. Power Automate flows: If a failure is noted within a flow that requires expertise, a review will be held with the team. If the problem cannot be resolved by another analyst, COFW employee will be asked to remediate the issue to bring the flow back to functionality. E. Optima Predict: If a simulation requires expertise or experience with another historical scenario, a meeting with be held with the team. If another analyst cannot replicate the historical efforts, COFW employee will be asked to produce whatever scenario is required for the new project to succeed. This will be limited to a reproduction of previous scenarios and not an engagement in new projects that have been requested. Reporting: COFW Employee shall report directly to Whitney Burr, Business & Data Analytics Manager while performing work for MAEMSA. Project Acceptance Criteria: The Business and Data Analytics Manager will first decide if a project requires COFW expertise. Following, upon establishing a timeline for completion, communication will be provided to COFW point of contact managing work assignments requesting allotted time schedule to complete the project. Once the timeline and schedule has been agreed upon by the Business and Data Analytics Manager and COFW point of contact, the project will begin. Project deliverables and code will be provided to the Business and Data Analytics team for publication and maintenance. Time Requirements: Before project launch date COFW employee will meet with the MAEMSA team to determine if the issue can be resolved by another analyst. It is anticipated these problems can be identified and discussed within a 1- hour timeframe. After project launch date if COFW employee is engaged on a project, a statement of work specific to that project will be and shared with the COFW point of contact managing the work.