HomeMy WebLinkAboutContract 63320CSC No. 63320
FORT WORTH.
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 OMDA EMERGENCY US LTD ("Vendor"), an
Delaware corporation 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. Scone of Services. Vendor will provide the City with OMDA Predict support and
maintenance ("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. Comnensation.
3.1 Total compensation under this Agreement will not exceed one hundred thousand
dollars and zero cents ($100,000.00) 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.
4. Termination. OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Vendor Services Agreement Page 1 of 21
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. RiEht to Audit. Vendor agrees that City will, until the expiration of three (3) years after
final payment under this Agreement, or the final conclusion of any audit commenced during the said three
years, have access to and the right to examine at reasonable times any directly pertinent books, documents,
papers and records, including, but not limited to, all electronic records, of Vendor involving transactions
Vendor Services Agreement Page 2 of 21
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.
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 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, REPRESNTATIVES,
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
ACTIONAGAINST 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
AND/OR DOCUMENTATION. SO LONG AS VENDOR BEARS THE COST AND EXPENSE
OF PAYMENT FOR CLAIMS OR ACTIONS AGAINST CITY PURSUANT TO THIS
Vendor Services Agreement Page 3 of 21
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 ANYSUCH CLAIM; HOWEVER, VENDOR WILL FULLY
PARTICIPATE AND COOPERATE WITH CITY IN DEFENSE OF SUCH CLAIM OR
ACTION. CITYAGREES TO GIVE VENDOR TIMELY WRITTENNOTICE OFANYSUCH
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
MATERIALLY ADVERSELY AFFECT CITY'S AUTHORIZED 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 MAY 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): Ell 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.
(b) The workers' compensation policy must include a Waiver of Subrogation
(Right of Recovery) in favor of City.
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(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. Comuliance with Laws. Ordinances. Rules and Regulations. Vendor agrees that in the
performance of its obligations hereunder, it will comply with all applicable federal, state and local laws,
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 party by United States Mail, registered,
return receipt requested, addressed as follows:
To CITY:
City of Fort Worth
Attn: Assistant City Manager
100 Fort Worth Trail
Fort Worth, TX 76102
With copy to Fort Worth City Attorney's Office at
same address
To VENDOR:
Omda Emergency US Ltd
1415 West 22' Street
Tower Floor
Oak Brook, Illinois 60523
Vendor Services Agreement Page 6 of 21
14. Solicitation of Emulovees. 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. Governine 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 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
Agreement, Exhibit A, and Exhibit B.
Vendor Services Agreement Page 7 of 21
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. Counteruarts. 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. Ownershiu 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
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
Vendor Services Agreement Page 8 of 21
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 Bovcottinu 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.
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. IN WITNESS WHEREOF, the parties hereto have executed
this Agreement in multiples.
Vendor Services Agreement Page 9 of 21
CITY OF FORT WORTH: VENDOR:
Omda Emergency US Ltd
By: Witham Johnson ( y 22, 2025 23:55 CDT) By: -
Name: William Johnson Name: Tef Jansma
Title: Assistant City Manager Title: Global Business Unit Leader
Date:
Date: 16 May 2025
FOR CITY OF FORT WORTH INTERNAL PROCESSES:
Approval Recommended:
James Davis (May 22, 2025 12:07 CDT)
By:
Name: James E. Davis
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Title: Fire Chief
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Attest:
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By:
Name: Jannette Goodall
Title: City Secretary
Contract Authorization:
M&C: N/A
Date M&C Approved:
Form 1295: N/A
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.
apNt'&
By: Brenda Ray (May 20, M25 12:04 CDT)
Name: Brenda Ray
Title: Fire Purchasing Manager
Approved as to Form and Legality:
By: -
Name: Taylor Paris
Title: Senior Assistant City Attorney
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Vendor Services Agreement Page 10 of 21
EXHIBIT A
Scope of Services —
Annual Support and
Vendor shall provide annual support and maintenance services for the
Maintenance
OMDA Predict software platform, including technical support, bug
fixes, and performance enhancements.
Predictive Model
Vendor will provide updates to predictive analytics models used for
Updates
EMS and Fire operational forecasting based on city data and
performance metrics.
System Monitoring &
Continuous system monitoring with real-time alerts and support
Alerts
response within 24 hours of critical issues.
User Training and
Annual training session and updated user guides to support city staff
Documentation
usage and understanding of the predictive tools.
Data Integration
Assist in integrating OMDA Predict with existing city data systems for
Support
optimized performance and analytics accuracy.
Vendor Services Agreement Page 11 of 21
Fort Worth Fire
Department
505 West Felix Street
Fort Worth
76116 Texas
United States of America
EXHIBIT B
PAYMENT SCHEDULE
Omda
Omda Emergency US Ltd
1415 West 22nd Street, Tower Floor
Oak Brook IL 60523
United States of America
Support and Maintenance Fees
August 2025 to July 2026
Increase
Current Rate Amount New Rate
Support and Maintenance of Optima Predict,
including the annual contribution towards two- $70 100 00 $1 682 00 $71 782 00
yearly Optima Predict simulation retune (100 hours
per year or 200 hours per retune)
Total
$71.782.00
This price applies to the period from August 2025 to July 2026. As per the Support Agreement, Omda
Emergency US Ltd can increase the support and maintenance fees in line with the Consumer Price Index,
which is 2.40%.
Retune conditions and exclusions are covered in the support and maintenance processes document.
Josh Lessard
Director of Customer Success
Date: 5/8/2025
Omda Emergency JS -td
Comp. no.:4948052
Vendor Services Agreement Page 12 of 21
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
Omda Emergency US Ltd
1415 West 22ad Street
Tower Floor
Oak Brook, Illinois
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.
Name:
Position:
Signature
Name:
Position:
Signature
Name:
Signature of President
Other Title:
Date:
Vendor Services Agreement Page 13 of 21
EXHIBIT D EXEMPTION PROCUREMENT JUSTIFICATION
Vendor Services Agreement Page 14 of 21
NZEDSTAR
CHAPTER 252 EXEMPTION FORM
Instructions: Fill out tte entire form with detailed information Once you halm colleted this &nrm,
proside it far renew by the attorneys who ad-.ise on purchasing by the City of Fort Worth. The
attorneys will re -new the information you have provided to deternne whetter an exemption to
Chapter 252's bidding requirenents is defensible. Faiiue to provide suffCient iafiormation may
result m Pillow• up questions and cause a delay in the attorney's determination
Section 1: General Informmtion
Name of Contract Manager: Janes Horton
Item or Service sought: Optima prediction MedStar Modeling
Goods:
Ser%ice:
Anticipated Amount: S100,000.00
Vendor: Omda US, Inc.
Current/Prix Agreement tier item�service: Yes ❑ No
Amount: S
How will this item or service be used? MedStar Health uses Optima Predication and Medstar
Modelingto enhance operational efficiency, optimize patient care, and improve overall hospital
management through the use of predictive analytics and data -driven decision -making. Here's a
breakdown of how MedStar leverages. MedStar uses Optima Prediction and MedStar Modelingto
forecasttrends, improve operational efficiency, and make data -driven decisions to enhance patient
care. These tools allow MedStarto adapt to changing healthcare demands and Conti nuously optimize its
services.
Page i of 6
Vendor Services Agreement Page 15 of 21
Section 2: Claimed Ecemntion and Justification (Other than sole source)
NOTE: For sole -source exemption requests, complete Section3.
Please indicate the non -sole -source exemption you believe applies to the purchase and provide
information to support its applicability. Please rei-r to die Exemption Prmer (starting on page >)
fir detailed information about common exemptions:
® A procurement necessary to preserve or protect die public health or safety of residents
of a nnuticipality served by Nledstar:
❑ A procurement necessary because of unforeseen damage to public machinery.
equipment. or other property:
❑ A procurement for personal professionaL or platrhitng semces:
❑ A procurement for work that is perfmi-rd and paid for by the day as the work
progresses:
❑ A purchase of land or a tight -of -way.
❑ Paxing drainage. street widening, and other public mhprovemerhts, or related nhihtters. if
at least one-third of the cost is to be paid by or throng
hh special assessneuts levied on
property that uvill benefit from to iuprovenents:
❑ A public inprovenhent project. already in progress. authorized by the voters of the
municipality, for which there is a deficiency of finds fix completing the project in
accordance with the plans and purposes authorized by the voters:
❑ A paynetht under a contract by which a developer participates In the construction of a
public mhprovement as provided by Subchapter C. Chapter ? 121.
❑ 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 IT Business & Commerce Code:
• by a political subdoision of this state. a state agency of this state. or an
entity of die frderal government: or
• under an iterlocal contract for cooperator purchasing administered by a
regional planing connmission established under Chapter 391:
❑ Services perfomed by blind or severely disabled persons,
❑ Goods purchased by a nnrni`ipality for subsequent retail sale by the nrhthicipality-
Page 2 of 6
Vendor Services Agreement Page 16 of 21
❑ Electricity, or
❑ Advertising other than legal notices.
Please provide details and Gacts to explain why you believe the exemption applies to the
ptrchase. You may also attach docunttentation to this form ONIDA US helps preserve and
protect public lealtlh and safety by ensihrnhg that AfedSt.arEAIS has access to critical medical
supplies and egtpnent at a tineh• manner. IVithow this resource_ there could be delays it
procmritg the necessary itenhs flar energency nedral services, potentially handering NfedStars
ability to respond effectively to urgent simation s. This could lead to compromised patient care
and a slower response to emergencies. tihnhately nhtpactitg NfedStar s ability to serve to
citizens of Fort Worth and protect their health and safety in tines of need- It ensures that patients
receive timely care kvithotht delays or overcrowding. Better use of resources. inchhding staff
beds. and equipment. reduces waste and inproves hospital efficiency. :'Ilse modeling and
prediction systems help NledStar optimize work flows. redthce bottlenecks. and improve overall
hospital operamns. By forecasting demand and allocating resources efficiently. These services
will help Fie ENIS avoid overstaffing or tnhdenhtilization which helps control costs while
mhitainitg Main standards of care.
Section 3: Claimed Sole -Source Exemption 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 uhd provide
Ihfornntion to sthpport its applicability. Please refrr to the Exemption Primer (starting on page 5)
irtr detailed information abotr connhhon exemptions:
❑ items that are available from onh• one source because of patents, copNnglhts, secret
processes. or natural monopolies:
❑ films. manthscripts. or books:
❑ gas. water. and other titili-e services:
❑ captive replacement parts or components lor egwpnent.
❑ books, papers. and other library materials for a public hbrary that are available onhh• from
the persons holding exchnsive distribution ri_vlhts to the notemals: and
❑ management services provided by a nonprofit organization to a nnnhicipal nmseum park.
zoo. or other facility to which the orw=tton has provided significant financial or other
benefits:
Hove did you detemme that the itenn or service is onh' available from one sotrce?
Attach screemhots and provide an explanation of any independent research you conducted.
throttgin Internet searches. searching cooperatives. or discussions with others knowledgeable on
the subject smatter that corroborate that the item is available onh• from a single source.
Page 3 of 6
Vendor Services Agreement Page 17 of 21
Did you attach a sole source justification letter" ❑ Yes ❑ No
Describe the uniqueness of the item or sen-re (e.g compatibility or patent issues, etc.). C I r
tap hereto entertext.
Section 4: Affornev Determination
With the facts provided by MedStar, is the use of the claimed exemption defensible if f was to
be challenged on this purchase? ®Yes ❑No.
Was there anyd3mg attached to this firm that was relied on nr iinknig this deternmation?
Dyes ®No.
If yes, please explain:Click ortap hereto entertext.
Was there anything not included on t1m form or attached hereto that was relied on in makng this
deteamoation? ❑Yes ®No.
If yes, please explan:Click or :ap here .o er e,-,exi.
ApproN-ed B}:
(it/L2d
Date: 3/17!25
tUk/ Brea Plvllips / Jessi to WMnms
Assistant City Attorney
Page 4 of 6
Vendor Services Agreement Page 18 of 21
or make. 'Me nufornnution needed to support this exemption is documentation showlig that
no other prodder can provide the senice or category of good except fDr the vendor you
are proposing. Some examples of sole source purchases include (i) senice agreements
when onh_= one vendor s authorized to work on the equipment by the nniin curer and
albWing another vendor would void the warranty and (n) purchase of a good that s
copyrighted or trademarked and onty provided by one irador.
Page 6 of 6
Vendor Services Agreement Page 19 of 21
EXEMPTION FORM PRMER
Below are explanations and examples of common exemptions that could apph• to MedStar
purchases. If you have questions about to infommation prodded or need additional ihkmhation.
please contact the Fort Worth Assistant Cm• Attorney assigned to ad-nse MedStar or to ad-ise on
purclhasing.
PUBLIC HE_-1L.TH & SAFETY - A procuremennt necessary to presen-e or protect de
public lraldh or safety of a municipality's residents:
Examples of actimes that have been fDunnd to fall within this exception nchule ambulance
senices: solid waste collection and disposal and fast -responder safety equipment such as
breathing apparatus for firefighters and btillet-proof Nests for police officers.
LIFORESEEN DAMAGES - A procurement necessary because of unforeseen dannge
to public machinery, equipment. or other property.
Examples of this type of procurement would include repairing or replacing roofs and
windows damaged by hail or a tornado. But parts and senxes fiar routine maintenance or
replacement of old. w-om out roofs or windows would not caret dis exception_
PERSONAL. PROFESSIONAL, OR PUNNING SERNTCES
Personal senices are ones that are unique to the indn-idual pro-idng tern Therefore. a
personal services contract cannot generally be subcontracted or assigned.
Professional senxes are not defined innder Chapter 252, so there is no precise definition
to follow. While there is no unhnrrsal definition of this tetra --se-,real cases suggest that
[these types of sen•ices are] -predominately mental or ntellectuaL rather dhan physical or
manual"' Tex_ Atty Gen Op. JD1-940 (1988) (quoting Atanland Casualty Co. v. Cray
Tinter Co., 160 S.W. 2d 102 (Tex Ci. App.—Easdand 1942, no writ). The Texas
Attorney General has also opined that `professional services" no longer ihchudes only the
senices of lawyers. physicians. or theologians. but also those nrmbers of disciplines
requiting special knowledge or attainient and a high order of learrnhg skin. and
intelligence. Id.
Facts needed to support a professional semce exemption include the specialized
requienents of that profession and to mental and intellectual skill required by the person
whine perfonnnng the senice. Purchases of goods are not professional senices.
SOLE SOURCE — A procurement for items mailable on h, from one source
Tlns exemption is commwmly referred to as to sole source exemption The fact that the
vendor in question has the best price or can meet our timing needs does not make a purchase
of a good or sense a-,annable from onk one source. A sole source does not exist solely on
the basis of personal or deparaLpntal prei-rence or a desire to keep an units the sane brand
Page 5 of 6
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Vendor Services Agreement Page 21 of 21