HomeMy WebLinkAboutContract 63184CSC No. 63184
FORT WORTHS
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 EMS Technology Solutions, LLC ("Vendor"),
foreign limited liability company, acting by and through its duly authorized representative, each
individually referred to as a "party" and collectively referred to as the "parties."
AGREEMENT DOCUMENTS:
The Agreement documents includes the following documents, which shall be construed in the order
of precedence as they are listed:
1. This Exempt Vendor Service Agreement;
2. Exhibit A— Scope of Services;
3. Exhibit B— Payment Schedule;
4. Exhibit C— Verification of Signature Authority Form
5. Exhibit D— Exemption Procurement Justification
1. Scope of Services. Vendor will provide the City with the Operative IQ software system
which may be utilized for medical supply purchasing, metrics, reports, back order supply tracking
("Services"), which are set forth in more detail in Exhibit "A"— Scope of Services, attached hereto and
incorporated herein for all purposes.
2. Term. The initial term of this Agreement is for one (1) year, beginning on July 1, 2025
("Effective Date"), unless terminated earlier in accordance with this Agreement. City will have the option,
in its sole discretion, to renew this Agreement under the same terms and conditions, for up to four (4) one-
year additional renewal options (each a "Renewal Term").
3. Compensation.
3.1 Total compensation under this Agreement will not exceed fifty thousand dollars
and zero cents ($50,000.00) for any single term.
3.2 City will pay Vendor in accordance with the Prompt Payment Act (Chapter 2251
of the Texas Government Code) and the provisions of this Agreement, including Exhibit `B"—
Payment Schedule, 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
FT. WORTH, TX
Vendor Services Agreement Pagel of 22
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
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 party 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 for 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 to the Texas Attorney General. 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
Vendor Services Agreement Page 2 of 22
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. Independent 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.
8. Liability 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 ACT(S) 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
A CTIONA GAINST CITY FOR INFRINGEMENT OFANYPA TENT, 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 APPLYIF CITYMODIFIES OR MISUSES THE SOFTWARE
Vendor Services Agreement Page 3 of 22
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 CITYAGREES TO COOPERATE WITH VENDOR INDOING 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 ACTIONAND 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. CITYAGREES 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 MA TERIALL Y AD VERSEL Y 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
MA TERIALL Y AD VERSEL Y AFFECT CITY'SAUTHORIZED USE OF THE SOFTWARE
AND/OR DOCUMENTATION, OR (C) REPLACE THE SOFTWARE AND
DOCUMENTATION WITH EQUALL Y 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 MA Y SEEK ANY AND ALL REMEDIES
AVAILABLE TO CITY UNDER LAW.
9. Assignment and Subcontracting.
9.1 Assignment. 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 and Assignee will be jointly 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.
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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
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): ] Applicable ® 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 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.
Vendor Services Agreement Page 5 of 22
(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 ReLyulations. 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 or (2) received by the other parry by United States Mail, registered,
return receipt requested, addressed as follows:
To CITY:
To VENDOR:
City of Fort Worth EMS Technology Solutions, LLC
Attn: William Johnson Assistant City Manager 3781 Tramore Pointe Parkway, SW
100 Fort Worth Trail Austell, GA 30106
Fort Worth, TX 76102
Vendor Services Agreement Page 6 of 22
With copy to Fort Worth City Attorney's Office at
same address
14. Solicitation of Employees. 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
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 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 the notice section 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
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Agreement, Exhibit A, and Exhibit B.
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. Entirety of Agreement. This Agreement, including Exhibits A and B, 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.
24. 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.
25. 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.
26. 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.
27. 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.
28. 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
Vendor Services Agreement Page 8 of 22
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.
29. 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 may adversely impact invoice payments.
30. 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. 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.
31. Prohibition on Bovcottim Energv Companies. Vendor acknowledges that in accordance
with Chapter 2276 of the Texas Government Code, 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 Vendor that it: (1) does not boycott energy companies; and (2) will not boycott energy
companies during the term of this Agreement. To the extent that Chapter 2276 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.
32. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor
acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, 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 Vendor 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. 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.
33. 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.
(signature page follows)
(remainder of page intentionally left blank)
Vendor Services Agreement Page 9 of 22
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples.
[aIMKII]a01134514IMiY1]:4Y:
By: - � _
j_41��rrfF- f IS i !-161J M11-CDT)
Name: illlam Jo
Title: Assistant City Manager
Date: 04/28/2025
VENDOR:
EMS Technology Solutions, LLC
By: 7&a4ca $ami
Name: Malia Sams
Title: VP Operations
Date: April 24, 2025
FOR CITY OF FORT WORTH INTERNAL PROCESSES:
Approval Recommended:
By: James Davis (Apr 28, 2025 11:45 CDT)
Name: James E. Davis
Title: Fire Chief
Attest:
By:
Name: Jannette Goodall
Title: City Secretary
Contract Authorization:
M&C: N/A
Date M&C Approved:
Form 1295:
� � � FORt�9ad
O
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ouo °eid
ddan nEXpSoo
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.
81-Ha,q,
By: Br 7 rnT)
Name: Brenda Ray
Title: Fire Purchasing Manager
Approved as to Form and Legality:
By:
': 5�-
Name: Taylor Paris
Title: Senior Assistant City Attorney
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Vendor Services Agreement Page 10 of 22
1*14111:311W.1
SPECIFICATIONS:
Operative IQ — Specifications and Services
Operative IQ shall provide the following services and software solutions to the City of Fort Worth.
1. Inventory Management System
o Real-time tracking of medical supplies and equipment.
o Automated stock level notifications and reorder alerts.
o Integration with barcode and RFID systems for supply chain efficiency.
2. Asset Management
o Centralized tracking and management of department assets including tools, medical
devices, and other operational equipment.
o Lifecycle monitoring, maintenance scheduling, and asset assignment tracking.
3. Narcotics Tracking Module
o Secure monitoring of controlled substances from receipt to administration.
o Electronic chain -of -custody documentation and audit -ready reporting.
o Alerts for discrepancies and automated compliance logs with DEA requirements.
4. Fleet Maintenance Module
o Digital inspection logs, preventative maintenance tracking, and repair history.
o Work order creation and assignment for vehicle -related issues.
o Integration with department scheduling and alert systems.
5. Check Sheet Module
o Daily, weekly, and monthly customizable checklists for vehicle, station, and equipment
inspections.
o Documentation of completed inspections, issues noted, and follow-up actions.
6. User Training and Technical Support
o Initial system setup and onboarding.
o Staff training sessions and documentation.
o Ongoing customer support and system updates throughout the duration of the contract.
Vendor Services Agreement Page 11 of 22
EXHIBIT B
PAYMENT SCHEDULE
EMS Technology Solutions, LLC T I I
I3781 Trarnore Pointe PkwyI
Austell, GA 30106 0 P I R n
USA: 8TI-217-3707
Canada: 647-694-0150
(dote 69323
Date-
April 8, 2025
Expiration:
May 23, 2025
Site Identifier.
http:llmedstarmhe.operabyeiq.com
Account #:
A102520
Account
MedStar Mobile Healthcare
2900 Ata Mere Dr
Fort Worth, Texas 76116
(817)923-3700
Products and Services
(Annual Service License
Description
License - Inventory and Asset Management Enterprise 100
(Max 100 Units)
License - RFID Annual Data Service and Support (Max 10
Readers)
License - Narcotics Tracking Safe (Per Safe)
License - Narcotics Tracking Safe (Per Safe)
+,vww.o perativeiq. Corr
Prepared By: Jackson Williams
Account Manager
jackson@operativeiq.com
Part Number Quantity Price Total
IQ10962 1 $27,600.00 $27,600.00
1010382 1 $1.200.00
$1,200.00
1Q10092 1 $3,000.00
$3,000.00
1Q10092 3 $120.00
$360.00
Subtotal
$32,160.00
The amounts shown do not include state and local sales tax. All applicable taxes will be
determined based on the laws and regulations of the wring authorities governing the 'Ship To' PrCductSand Services $32.161].(c
location provided on the invoice_ A Tax Exemption Certificate may he filed to cover this order
and additional purchases of the same general type of property or services. Shipping rates -Shipping $0.(c
quoted are for UPS Domestic Ground. International shipping will be calculated at the time of
invoice. ToU $32,160.00
Pagel of4 - MedStar Mobile Healthcare Order Prepared By Jackson Williamson April 8. 21025
Vendor Services Agreement Page 12 of 22
EMS Technology Solutions, LLC
3781 Tramom Pointe Pkwy
Austell, GA3D106
USA: M-217-3707
Canada: 647-697-0156
Quote 69323
Agreement Details; Comments
OpInflul ( 410
www.operativeiq.Com
Page 2 of 4 - MedStar Mobile Heahhcara Order Prepared By Jackson Williams an April 8, 2C25
Vendor Services Agreement Page 13 of 22
EMS Technology Solutions. LLC
37S1 Tramore Pointe Pkwy
Austell, GA 30106
USA: 8T7-217-3707
Canada: 647-594-0150
Order69323
A ocouit Information
Billing Address:
MedStar Mobile Healthcare
2900 Alta Mere Dr
Fort Worth, Texas 76116
(817)923-3700
Invoicing Preferences
Acccurks Payable Emai: accountscavableatimedstar911.oru
OpInnflul q 10
www.opemtiveiq.com
Shipping Address
MedStar Mobile Healthcare
29M Alta Mere Dr
Fort Worth, Texas 76116
{817) 923-3700
Tax Exempt Status: [ ] No [ Yes (Please prrnride Tax Exemption Certificate)
PurchraseOrder. [ ] Not Required [ ] Required PO Number:
Payment Terms: Annual, Net 45
Existing Recounts: [ ] Invoice with my other services [ ] Invoice separately from my other services
Aoceptanoe of Order
Upon signature and submission of this order to EMS Technology Solutions it shall become legally binding unless the order
is rejected due to the signatory not having the authority to bind Customer to this order or changes have been made to this
order form that do not comply with EMS Technology Solutions policies.
Purchase orders may be accepted in lieu of a signed order form- All orders are governed by the terms of the Main
Services Agreement found at wwwu.operativei9 comllecial, unless Customer has a previously executed service agreement
on file with EMS Technology Solutions, in which case such agreement will govern or otherwise be set forth herein_ Orders
may be signe-d electronically, emailed to salesgcDooerativeia.corn or faxed to (404) 424-9401 Ann: Jackson Williams.
Account: MedStar Mobile Healthcare
Signature:
Name:
Tale:
Date:
Thank you for choosing Operative IQ_ We appreciate your business.
Page 3 or4 - MedStar Mobile Healthcare order Prepared By Jackson Williams an Apnl S. 21025
Vendor Services Agreement Page 14 of 22
EMS Technology Solutions. LLC
37S1 Tramore Pointe Pkwy
Austell, GA 30106
USA: 8T7-217-3707
Canada: 647-594-0150
Order69323
A ocouit Information
Billing Address:
MedStar Mobile Healthcare
2900 Alta Mere Dr
Fort Worth, Texas 76116
(817)923-3700
Invoicing Preferences
Acccurks Payable Emai: accountscavableatimedstar911.oru
OpInnflul q 10
www.opemtiveiq.com
Shipping Address
MedStar Mobile Healthcare
29M Alta Mere Dr
Fort Worth, Texas 76116
{817) 923-3700
Tax Exempt Status: [ ] No [ Yes (Please prrnride Tax Exemption Certificate)
PurchraseOrder. [ ] Not Required [ ] Required PO Number:
Payment Terms: Annual, Net 45
Existing Recounts: [ ] Invoice with my other services [ ] Invoice separately from my other services
Aoceptanoe of Order
Upon signature and submission of this order to EMS Technology Solutions it shall become legally binding unless the order
is rejected due to the signatory not having the authority to bind Customer to this order or changes have been made to this
order form that do not comply with EMS Technology Solutions policies.
Purchase orders may be accepted in lieu of a signed order form- All orders are governed by the terms of the Main
Services Agreement found at wwwu.operativei9 comllecial, unless Customer has a previously executed service agreement
on file with EMS Technology Solutions, in which case such agreement will govern or otherwise be set forth herein_ Orders
may be signe-d electronically, emailed to salesgcDooerativeia.corn or faxed to (404) 424-9401 Ann: Jackson Williams.
Account: MedStar Mobile Healthcare
Signature:
Name:
Tale:
Date:
Thank you for choosing Operative IQ_ We appreciate your business.
Page 3 or4 - MedStar Mobile Healthcare order Prepared By Jackson Williams an Apnl S. 21025
Vendor Services Agreement Page 15 of 22
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
EMS Technology Solutions, LLC
3781 Tramore Pointe Parkway, SW
Austell, GA 30106
Execution of this Signature Verification Form ("Form") hereby certifies that the following
individuals and/or positions have the authority to legally bind Vendor and to execute any agreement,
amendment or change order on behalf of Vendor. Such binding authority has been granted by proper
order, resolution, ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty
and representation set forth in this Form in entering into any agreement or amendment with Vendor.
Vendor will submit an updated Form within ten (10) business days if there are any changes to the
signatory authority. City is entitled to rely on any current executed Form until it receives a revised Form
that has been properly executed by Vendor.
1. Name:
Position:
Signature
2. Name:
Position:
Signature
Name:
Signature of President
Other Title:
Date:
Vendor Services Agreement Page 16 of 22
EXHIBIT D EXEMPTION PROCUREMENT JUSTIFICATION
MEDSTAR
CHAPTER 252 EXEMPTION FORM
Instructions- Fill out the entire farm u-ith detailed information_ Once you have completed this form,
provide it for review by the attorneys who advise on purchasing by the City of Fort Worth. The
attorneys will review the information you have provided to determine whether an exemption to
Chapter 252's bidding requirements is defensible. Failure to provide sufficient information may
result in follow up questions and cause a delay in the attorney's determination_
Section 1: General Information
Name of Contract Manager: David willette
Item or Service sought: Operative IQ
Goods:
Service:
Anticipated Amount: $47,000.00
Vendor: EMS Technology Solutions LLC
Current/Prior Agreement for item/service: Yes ® No ❑
Amount: $4a,245.00
Haw will this item or service be used? The system is utilized for F24iS medical supply
purchasing! metrics/ reports, back ordered supply tracking, EMS asset management, EMS
personnel asset tracking, EMS narcotics trmckingl usage metrics/ investigationf management,
EMS medical device management/ location tracking/ historical incidentsf service & purchasing
records, Vehicle reporting and asset assignment, Vehicle asset RFID inspections, F24iS asset
scheduled maintenance and biomedical vendor maintenance auto -data integration, ambulance kit
stockings kit barcodingi kit time and personnel name tracking, medication LOT & expiration
tracking and removal notifications, logistics department kpi_ inventory management, satellite
station supply room management and inventory transfers, par level based ordering; inventory
usage estimate calculations, and report writing tab for custom reports
Page i of 6
Vendor Services Agreement Page 17 of 22
Section 2: Claimed Exemption and Justification (Other than sole source)
NOTE: For sole -source exemption requests, complete Section 3.
Please indicate the non -sole -source exemption you believe applies to the purchase and provide
information to support its applicability_ Please refer to the Exemption Primer (starting on page 5)
for detailed information about common exemptions:
❑ A procurement necessary to preserve or protect the public health or safety of residents
of a municipality served by Medstar;
❑ A procurement necessary because of unforeseen damage to public machinery_
equipment, or other property;
0 A procurement for personal, professional, or planning sen-ices;
❑ A procurement for work that is performed and paid for by the day as the work
progresses;
❑ A purchase of land or a right -of --way;
❑ Paving drainage, street widening, and other public improvements, or related matters, if
at least one-third of the cost is to be paid by or through special assessments levied on
property that will benefit from the improvements;
❑ A public improvement project, already in progress, authorized by the voters of the
municipality, for which there is a deficiency of finds for completing the project in
accordance with the plans and purposes authorized by the voters;
❑ A payment under a contract by which a developer participates in the construction of a
public improvement as provided by Subchapter C, Chapter 212;
❑ Personal property sold:
• at an auction by a state licensed auctioneer,
• at a going out of business sale held in compliance with Subchapter F_
Chapter 17, Business & commerce Code;
• bry a political subdivision of this state, a state agency of this state, or an
entity of the federal government; or
under an interlocal contract for cooperative purchasing administered by a
regional planning commission established under Chapter 391:
❑ Services performed by blind or severely disabled persons,
❑ Goods purchased by a municipality for subsequent retail sale by the municipality:
Page 2 of 6
Vendor Services Agreement Page 18 of 22
❑ Electricity; or
❑ Advertising, other than legal notices.
Please provide details and facts to explain why you believe the exemption applies to the
purchase. You may also attach documentation to this farm.
Section 3: C:haim&d Sole -Source Eaeiuntion and Justification
NOTE: For all non -sole -source exemption requests, complete Section 2.
Please indicate the sole -source exemption you believe applies to the purchase and provide
information to support its applicability_ Please refer to the Exemption Primer (starting on page 5)
for detailed information about common exemptions:
0 items that are available from only one source because of patents, copyrights, secret
processes, or natural monopolies;
❑ films, manuscripts, or books;
❑ gas, water, and other utility services;
❑ captive replacement parts or components for equipment;
❑ books, papers, and other library materials for a public library that are available only from
the persons holding exclusive distribution rights to the materials, and
❑ management services provided by a nonprofit organization to a municipal museum_ park;
zoo, or other facility to which the organization has provided significant financial or other
benefits;
How did you determine that the item or service is only available from one source?
Independent research_ Independent experience_ EMS Technology Solutions LLC confirmed that
they are the sole provider of Operative 10.
inch screenshots and provide an explanation of any independent research you conducted,
through internet searches, searching cooperatives- or discussions with others knowledgeable on
the subject matter that corroborate that the item is available only from a single source.
Durum; research, it was found that Operative IQ is not available on any cooperatives or interlocal
aEreements_ I performed Internet searches for comparable programs. There are several other
Programs available for EMS Inventory Management. however. each program only has a few of the
features that are found in [Operative IQ. We would have to purchase several programs to have the
same level of service that Operative IQ provides. I was not able to find any comparable program
that offered the same exact features and services that Operative IQ provides_ See attached letter
for a eomvarisan_
Did you attach a sole source Justification letter? Z Yes ❑ No
Page 3 of 6
Vendor Services Agreement Page 19 of 22
Describe the uai pier,ess of the item or service (e.g. compatibility or patent issues, etc.).
Operative IQ is a single all inclusive program specifically designed for EMS that includes supply
room management, provider level supply management, Frontline IOS/Android mobile
application for providers, OIQ Mobile IOSIAndroid Application for back office inventorylasset
management, direct purchasing through integrated suppliers, purchasing tracking, inventory
transferring among stations, barcoded kit inventory, asset records, maintenance records and
reminder schedules, asset assignment with signatures, asset tracking, RFID inventory and asset
tracking, narcotics life to death vial tracking and labeling, Some features are available from other
vendors through having to purchase multiple different programs, but Operative IQ is the sole
provider of all features in their singular program.
Section 4: Attornev Determination
With the facts provided by MedStar, is the use of the claimed exemption defensible if it was to
be challenged on this purchase"-' Byes ❑No_
Was there anything attached to this form that was relied on in making this determination?
Byes ❑ND_
If yes, please explain_Sole source letter from vendor describing its unique features and
capability.
Was there aa3ihing not included on this form or attached hereto that was relied on in making this
deter=atlon? ❑Yes EINo_
If yes, please explaimclick or tap here to enter text.
Approved By:
Date: 214125
A4 ea Phillips l Jessika Williams
Assistant City Attorney
Page 4 of 6
Vendor Services Agreement Page 20 of 22
OPIRnilul 0,� 1-0
Octe ber 21, 2024
EJ Aufderheide
i=M5 Technology Solutions, LLC
3781 Trarn on- Pointe Parkway, SW
Austell, GA 30105
HF: 0pe'a-icn5 Mcnager.'entSof ,.varp SaleSou 'r.P "'mvider
Tc W'horTI It Moy Concern:
EMS Technology Solutions, LLC is the sole provider and developer of Operative IQ operations
management software, designed specMcaJly for Fire Departments and EMS Agencies. The Operative IQ
solutions suite consTsts of Integrated modules to manage Disposable Inventory, Fixed Assets, Fleet
Vehlele Mal ntenance, Facilities, Controlled Substance Chain of Custody, Service Desk Tickets and
Reporting.
The processes and tools utill2ed within Operative IQ are not available through traditional warehouse
inventory management software. 50rne of the key features of the software include. electronic vehicle,
facility and station check sheets, capture of supply usage for vehicles, tracking and verification of
medical supply expiration dates and/or lot and batch numbers, customT able inspection questionnaires,
automatic purchase order recommendations, asset management inclusive of document storage, facility,
vehicle and asset maintenance scheduling and associated records, integrated fleet repair requests,
Integrated service desk ticketing, R F I D automation, controlled substance chain of custody lags and
record keeping, with a powerful reporting engine capable or both canned and customised rcport3.
Integrated equipment inclusive of vehicle telematics, radio frequency identification (RFID), barcode
printers, barcode scannersand biometric fingerprint devices can be added to increase efficiency.
Operative IQ"s RFID solutions automate otherwise manual tasks such as cycle counting, asset
verification, safe auditing, creation of asset maintenance records and unit inspections, providing
equipment options for both intentional auditing as well as cunstant monitoring.
Operative I(Xs software as a service �SaaS) deployment minimizes the traditional casts and risks
associated with software acquisition, deployment, and maintenance_ The applications are hosted
centrally in a private cloud, delivering access to users via a web browser or mobile application, Saving
the expense of purchasing and managing expensive servers. New features and enhancements are
provided as part of the Service license fee and are avaiiable to all users immediately upon release -
Vendor Services Agreement Page 21 of 22
OPEUTIU1�j10
Operative IWs Inventory, P,sset, Facility, Narcotics, and Fleet Ma na gerne ntsoftwa re is unique and
possesses specific characterisucsthat are only offered by EMS Technology Solutions, LLC. There are no
other like products avallable for purchase that would serve the same purpose or function and provide
users with operational efficiencies and fewer vehicle and equipment service interruptions, With 16 years
of successful operations, five straight EMS World Innovation Awards and a 95%annual client retention
rate, EMS Tech no logy Solutions is poised to continue leading the industry in irsnovative software and
client support_
Sincerely,
{ f f r
E; Au derherde
EMS Technologysnlutinns, Ill.
Pre5ident/CO0
404-423.2541
Vendor Services Agreement Page 22 of 22