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HomeMy WebLinkAboutContract 63440CSC No. 63440 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 Public Consulting Group LLC ("Vendor"), a 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 services related to analyzing and reporting costs to secure "Supplemental payments" and collecting required data elements and services to analyze and report costs for Charity Care related to the City's EMS operations ("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"). Upon the expiration or termination of this Agreement for any reason all rights granted hereunder shall immediately terminate except for those concerning compensation, confidentiality, intellectual property, or any other provision that, by its terms, is intended to survive the expiration or termination of this Agreement. Specifically, notwithstanding the expiration or termination of the Agreement, the City will compensate Vendor as set forth herein with respect to any reimbursements the City receives after the expiration or termination of this Agreement that are the result of the Services. 3. Compensation. 3.1 Total compensation under this Agreement will not exceed one hundred and fifty thousand dollars and zero cents ($150,000.00) 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. OFFICIAL RECORD Vendor Services Agreement CITY SECRETARY Page 1 of 20 FT. WORTH, TX 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. 4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with 30 days' written notice of termination. 4.2 Non-Annronriation of Funds. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence and this Agreement will terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to the effective date of termination and Vendor will continue to provide City with services requested by City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Vendor will provide City with copies of all completed or partially completed documents prepared under this Agreement, after receipt of any payments owed by City to Vendor. 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. For the sake of clarity, if City terminates this Agreement prior to the completion or submission of a cost report, Vendor shall invoice, and the City shall compensate Vendor, at an hourly rate of $300 for the time Vendor expended in preparing such cost report. If City terminates this Agreement for convenience after the submission of a cost report, but prior to payment being received by City, the parties agree that the compensation provisions, including those in Exhibit B, shall survive termination of the Agreement, and CLIENT shall timely compensate PCG pursuant to those provisions. 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 Vendor Services Agreement Page 2 of 20 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 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 Vendor Services Agreement Page 3 of 20 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. NOTWITHSTANDINGANYTHING TO THE CONTRARY, IF, ASA RESULT OFANAUDIT BYANY GOVERNMENTAL OR REGULATORY AGENCY, A REFUND IS REQUIRED BY CITY, VENDOR AGREES TO PAY NO MORE THAN THE PORTION OF THE COMPENSATION FEE, AS SET FORTH IN EXHIBIT B, THAT WAS PAID ON THE AMOUNT BEING REFUNDED AND WILL OTHERWISE NOT BE LIABLE FOR ANY OTHER COSTS, FEES, EXPENSES, DAMAGES, OR AMOUNTS. 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 CITY MODIFIES OR MISUSES THE SOFTWARE AND/OR DOCUMENTATION. SO LONG AS VENDOR BEARS THE COST AND EXPENSE OF PAYMENT FOR CLAIMS OR ACTIONS AGAINST CITY PURSUANT TO THIS SECTION, VENDOR WILL HAVE THE RIGHT TO CONDUCT THE DEFENSE OF ANY SUCH CLAIM OR ACTION AND ALL NEGOTIATIONS FOR ITS SETTLEMENT OR COMPROMISE AND TO SETTLE OR COMPROMISE ANY SUCH CLAIM, HOWEVER, CITY WILL HAVE THE RIGHT TO FULLY PARTICIPATE IN ANY AND ALL SUCH SETTLEMENT, NEGOTIATIONS, OR LAWSUIT AS NECESSARY TO PROTECT CITY'S INTEREST, AND 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 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'SAUTHORIZED USE OF THE SOFTWARE AND/OR DOCUMENTATION, OR (C) REPLACE THE SOFTWARE AND DOCUMENTATION WITHEQUALLYSUITABLE, COMPATIBLE, AND FUNCTIONALLY EQUIVALENT NON -INFRINGING SOFTWARE AND DOCUMENTATION AT NO ADDITIONAL CHARGE TO CITY, OR (D) IF NONE OF THE FOREGOING Vendor Services Agreement Page 4 of 20 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. 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 Vendor Services Agreement Page 5 of 20 $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 Reauirements (a) The commercial general liability and automobile liability policies must name City as an additional insured thereon, as its interests may appear. The term City includes its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy must include a Waiver of Subrogation (Right of Recovery) in favor of City. (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage must be provided to City. Ten (10) days' notice will be acceptable in the event of non-payment of premium. Notice must be sent to the Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. (e) Any failure on the part of City to request required insurance documentation will not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Vendor has obtained all required insurance will be delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement. 11. Compliance with Laws, Ordinances, Rules and Regulations. Vendor agrees that in the performance of its obligations hereunder, it will comply with all applicable federal, state and local laws, 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 Vendor Services Agreement Page 6 of 20 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: Public Consulting Group, LLC 148 State Street, loth floor Boston, MA 02019 mstaubley@pcgus.com With a copy to PCG's Legal Department at same mailing address 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. 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 Mai eure. 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 Vendor Services Agreement Page 7 of 20 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. 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. Notwithstanding anything to the contrary, the parties agree and acknowledge that Vendor will receive all information and data from City on an as -is basis. Vendor is not responsible for errors or omissions in any data that it receives from City. Vendor is not responsible for reviewing, evaluating, or verifying the accuracy or completeness of any information received by City. Vendor is not liable for any reimbursement, refund, or contribution should City be subject to penalties in connection with the services rendered 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 Vendor Services Agreement Page 8 of 20 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, 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. Notwithstanding anything to the contrary, Vendor will not deliver any working papers or other records to City including those that contain outputs, code, or formulas relating to Vendor's proprietary cost reporting system (Ambulance Services Cost Report Portal), that contain or have embedded within such records any PCG intellectual property or trade secrets, including all aspects concerning the methodology for the creation and calculations included in any cost reports. Such materials are not considered Work Product or works made for hire. 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 amendment hereto. 29. Change in Comvanv 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 Bovcottine 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 Vendor Services Agreement Page 9 of 20 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. CITY OF FORT WORTH: a,q,j_,n By: William hnson (Jun 11, 202513:39 CDT) Name: William Johnson Title: Assistant City Manager Date: 06/11 /209. VENDOR: Public Consulting Group LLC s� By: Name: Marc Staubley Title: Practice Area Director Date: 06/09/2025 FOR CITY OF FORT WORTH INTERNAL PROCESSES: Approval Recommended: By: James Davis (Jun 10, 2025 08:43 CDT) Name: James E. Davis Title: Fire Chief 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. Vendor Services Agreement Page 10 of 20 Attest: By: Name: Jannette Goodall Title: City Secretary `J Contract Authorization: '°°° aEaasa44 M&C: 25-0432 Date M&C Approved: May 13, 2025 Form 1295: 2025-1272129 By: Name: Brenda Ray Title: Fire Purchasing Manager Approved as to Form and Legality: I � �/,' -1� �;' �/iY�/Y By: Name: Title: Taylor Paris Assistant City Attorney OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Services Agreement Page 11 of 20 EXHIBIT A SCOPE OF SERVICES Charity Care Cost Report Ambulance Services Supplemental Payment Program Services Pursuant to the terms and conditions of this Agreement, Vendor will work with City to analyze and report costs for Charity Care that will help City realize funds related to an Ambulance Services Supplemental Payment Program (ASPP) as administered by the State of Texas Health and Human Services Commission (HHSC). Vendor's services will include: • Developing charity care policy and related documentation including public notice and patient application forms, if applicable. • Utilize propensity to pay analytical tools and other sources as approved by City to identify patients' eligibility for charity care. • Collaborate with City and City's billing vendor to ensure that eligible charity care claims are written off according to program guidelines. • Conducting comprehensive analysis of the billing reports, ensuring that key data elements such as dates of service, procedure codes, charges and payments related to Charity Care are screened and accurately accounted for in the cost report. • Conducting a thorough review of operational and administrative costs to determine 2 CFR Part 200 allowable costs to report on a cost report approved by HHSC. • Developing and applying appropriate cost allocation methodologies using the utilization data produced by City's Computer Aided -Dispatch (CAD) system. • Submitting annual cost reports approved by HHSC, on behalf of City to HHSC that will allow City to realize incremental funds under the Ambulance Services Supplemental Payment Program. • Refining the cost reports and/or other items of cost based on the review from HHSC. Providing Medicaid subject matter expertise and representation during the HHSC review and approval of the submitted cost reports • Drafting responses, providing supporting documentation, and conducting comprehensive billing reconciliations as required during HHSC desk review process. • Working with City to present updates and status reports to City's management and city council or other interested parties within the community, as necessary, to help educate and inform them on the progress of this initiative. • Acting as a liaison between HHSC and client to address any questions and keep City informed on changes in state and federal regulations. Vendor Services Agreement Page 12 of 20 EXHIBIT B PAYMENT SCHEDULE Supplemental Payment Program Services In consideration for these Contracted Services, City will pay Vendor six percent (6%) of the reimbursements received by City under the Charity Care Cost Report Ambulance Services Supplemental Payment Program and Medicaid Average Commercial Rate Supplemental Payment Program for the federal fiscal year reporting cycles set forth in Attachment A. Vendor will not receive any compensation until the Charity Care, Medicaid FFS or Medicaid MCO reimbursements are received by City. All reimbursement realized by City from the Charity Care Cost Report and Medicaid Average Commercial Rate Supplemental Payment Programs shall be paid in full directly from the State of Texas Health and Human Services Commission (HHSC) to City. Vendor will invoice and receive its compensation after the receipt of reimbursement is received by City for either initiative, i.e., reimbursements do not have to be received for both the Charity Care Cost Report and Medicaid Average Commercial Rate programs; rather Vendor's compensation arises from reimbursements received by City for both initiatives from the federal fiscal year cost reporting cycles set forth in Attachment A. Vendor will invoice City based on the reimbursements within 45 days of receipt of funds by City. Contingency Fee 6% Medicare Ground Ambulance Data Collection Services In consideration for the Medicare Ground Ambulance Data Collection Services, Vendor shall be paid $35,000. Vendor will invoice City within thirty (30) days of the Instrument Survey submission to CMS. City will remit payment to Vendor within thirty (30) days of invoice receipt. EXHIBIT C Vendor Services Agreement Page 13 of 20 VERIFICATION OF SIGNATURE AUTIW ITY Public Consulting Group LLC 148 State Street, loth floor Boston, MA 02019 mstaubley@pcgus.com 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: Marc Staubley Position: Practice Area Director Signature 2. Name: Position: Signature Name: Signature of President Other Title: Date: Vendor Services Agreement Page 14 of 20 EXHIBIT D EXEMPTION PROCUREMENT JUSTIFICATION WDSTAR CtL�iPTER 252 EXF—IIPTIOZ FORM Instmctrons: Fill om the entire form wth detarled information. Once you havx completed this farnl provide it for retiiew by the attorneys who ad%ise on purclnsmg by the City of Fort Worth_ The attorneys will review the mfinuation you have provided to determine whether an exemption to Chapter 252's bidding requrements is defensible_ Faihre to provide sufficiem mfornuation may result nu fol1aw up questions and cause a delay iv the attorney's detm mmtion Section 1: Geuueu-tl Infoim mhon Name of Contract Mager: James Horton Item or Senwe sought: Ambulance Senreat5upphrnental Pa�mew Program Goods: ❑ Sen-ce: z Anticipated Amain: 5150.000.00 Vendor: Public Consulting Group, Inc C:uaent'Prior Agreement for itsservice: Yes 15 No ❑ Atmruut: $102:000.00 How will tins item or senice be used? The Professional Ser- �Y-es are utilized far NNledstar Mobile Healthcare. PCG professional skills that can assist m anal¢ing and reporting costs to secure `supplmental payments" and collecting reporting required data elecments to complete the Ground Ambu hnce Data Cohection System Page 1 of 6 Vendor Services Agreement Page 15 of 20 Section 2: Claimed Exemption and Justification (Other than sole soture) NOTE: For sole -source exemption requests, complete Section 3. Please indicate the non-sole-sotuce exemption you believe applies to doe purchase and proiide r&jimation to support its applicability. Please refer to the Exemption Prover (starting on page 5) for detailed mformition about common exenipwas: ❑ A procurement necessary to preserve or protect the public beahh or sali=ty of residents of a mri. ipality sen-ed by Med=-, ❑ A procurement necessary because of imforeseen damage to public machinery, equipment, or other property:. ® Aprocurement Sor personal professional, orpla ring ser6ces; A procurement for work drat is perfomwd and paid for by the day as the work progresses: ❑ A purchase of land or a r4ft-of--way; ❑ Pazing drainage, street -aidening and other public inprosfinents, or related matters_ if at least one-third of the cost is to be paid by or througlt special assessments letiied on property that ua7l benefit from the improvements; ❑ A public improvement project, already ra progress, atthoriwd by the voters of the nanic.ipality, for which there is a deficiency of finnnds for completing the project in accovIance with the plans and purposes atthoried by the voters; ❑ A payment under a contract by which a developer participates m the construction of a public improsemernt as presided 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 compkuice with Subchapter F, Chapter 17, Business & Commerce Code; • by a political subdnosion of this state_ a state agency of this state, or an entity of the federal goiwitment; or • under m interlocal contract for coopemtnve purchasmg admumistered by a regioniul planning comnnssion established under Chapter 391, ❑ Senires perfonved by blind or seiirely disabled persons, ❑ Goods purchased byFansui--ipality for subsequent retail sale by -the nntrticipalit-� Page 2 of 6 Vendor Services Agreement Page 16 of 20 ❑ Electricity- or ❑ Adverbsing, other than legal notices. Please provide details and facts to explain why you belies-e the exemption applies to the purchase_ Youmay also attach docuuzhenta#ion to this fimn PCG's sen'ri es wi!.i iuchide_ De-ek4nng charity care policy- and related documentation inchtding public notice and patieirt application lbrms, if applicable. Utilize propensity to pay analytical tools and other sources as approved by CLIENT to identify patients- ek*ility for charity care_ Collaborate 'k6rh CLIENT and CLIENT'S billing mador to ensure that elide charity care claims are written off according to program guidelines_ Conducting comprehensi{ie analysis of the billing reports, enstuing that key data elements such as dates of service, procedure codes, charges and paymxnts related to Charity Care are screened and acciuntely accounted fDr in the cost report. Conducting a thorough re--rw of operational and adnmir&atise costs to determine 2 CFRPan 200 aIlowabie costs to report on a cost report approved by HHSC_ Developing and applying appropriate cost albcatnn methodologies using the utilization data produced by CLIENT'S Computer Aided -Dispatch (CAD) system Submdting anaml cost reports approved by I3HSC, on behalf of CLIENT to MSC that ■Al albiv CLIENT to reaime incremental fimds under the Ambubmce Sersices Supplemental Payment Program Refining the cost reports andior other items of cost based on the review fi-omHHSC. PCG provides ourannual Medicaid cost re porti ngt hat allows us to recove ra substantial amount offu ndi ngfrom Medicaid to support the costof care delivery. The PCGteam spends oonsiderabletimeunderstandingevoivingMedicaid laws and then does a deep dive 1ntoouroperational costs. They use this information to submita cost reportthat demonstratesthe gap between the reimburse ment we receive for each ambulance transport and the costfor us to provide each ambulance response. This is highly sensitive information that must be in strict compliance with laws thatseem to change each year. Section 3: Claimed Sole-Sautre Exemption and Justification NO T E: For all non-Sole-sour'ee exemption requests, complete Section 2. Please indicate the sale -source exemption you beljeve applies to the purchase and provide information to support its applicabibry. Please refer to the Exemption Primer (stating on page 5) for detailed information about common exemptions: ❑ items that are available from only oir source because of patents, copyrights, secret processes, or natural monopolies; ❑ ffnis, marnrscripts, or books; ❑ gas, water, and other utility smices; ❑ captrwe replace merrt parts or componetrts for equipment: ❑ books, Papers. and other lbrary materials for a public h}rary tint are available only from the persons holding exchtsfW distribution rights to the materials; and ❑ management ser6ces prodded by a nonprofit orgartifation to a mmicipal rm eiuna park, zoo, or other facility to which the organization has prodded significant financiial or other bene o-, Page 3 of 6 Vendor Services Agreement Page 17 of 20 How did you deterraw that the itern or service is only avaAable from one source? Attach screenshots and provide an explanation of ay independerff research you conducted, through invm& searches; searching cooperatives, or discussions with others knowkdg�--able on the subject matter that corroborate that the item is avAkle only from a single source _ Did you attach a sole source justification. letter? ❑ Yes ❑ •• No Describe the ttnigrreness of the item or service (e-g compatibility or patents issues, etc-)- Click or tap hereto entertext. Section 4: Attotnev Detetinluation -%YAb the acts provided by MedStar, is the use of the claimd exemption deinstbie if i v,M to be c m5naged on this purchase? ®Yes ❑No_ Vas there anything attached to this farm that was relied on in making this deterv>inatnn' Dyes ®No_ If yes, please exglain:0ick o r ta p he re to e nte r text. Was there anything not Mchuied on this :bmi or attached hereto that was retried on in making this debmnMation' ❑Yes SNo- If �qes, please explain:click o r ta p he re to e nte r text. Approved By - Date: 2117125 Andrea PhMips f ]essillm Williams Asststarrt City Attorney Page 4 of 6 Vendor Services Agreement Page 18 of 20 E_-�T_MPTION FORMPR VIER Below are explanations and examples of conmaan exemptions that could apply to MedStar purchases. If you ha-•e questions about the infunnati0n proszded or need additional inknmtion, pl°ase contact the Fort Worth Assistant C:iry Attorney assigned to adose MedStar or to advise on purchasing. PUBLIC IiE ALI-H R SAFETY - A proc,rennent necessary to presen-e or protect the public health or safety of a r nmripality s residents: Examples of actii,,ties that have been found to fall kvdun this exception include ambulance senates; sold waste collection and disposal and fast -responder safrty equipment such as breathing apparatus for firefighters and bullet-proof xTsts for police o5cen. LNFORESEEN DzIMAGES - A procurement necessary because of unforeseen danage to public nnchmery, equupment, or other property; F=Tles of this type of procttrenient would include repairing or replacing roofs and x�indows damaged by hard or a tornado. But parts and senices for routine maiutenance or replacement of old, warn out roofs or windows would not meet this exception_ PERSONAL. PROFESSIONAL, OR PLANNING SERVICES Personal sen-iees are ones that are unique to the individual pro%idiag them Therefore, a personal ser%y-es contract cannot generally be subcontracted or assigned_ Professional sersnces are not defined under Chapter 252_ so there is no precise definition to follow. While there is no tunlersal definition of this term `se,,wal cases suggest that [these types ofsenwices are] 1predornnately aunt or intellectual, rather than physical or manuall ' Tex Atty Gen Op. 7M-W (1989) (quotmg Mar} knd Casuaity Co_ v. Cary Mayer Co., 160 S.W. 2d 102 (Tex C19. App.—Eastland 1942, no writ). The Texas Attorney General has also opined that `professional services" no longer Inchides only the services of lawyers, physicians, or theologians. but also those nrmbers of disciplines requiring special knowledge or attainment and a high order of learning, skiff and intelligence. Id_ Facts needed to support a professional serixe exemption inchide the specr'Lliaed requirements of that profession and the mental and intellectual skill required by the person while perfoanng the senxe. Purtbases of goods are not professional senwes. SOLE SOURCE —A procurement for items at-aiiable u4- itom one source This exemption is commonly referred to as the sole source exemptiort The fact that the �,•endor in question has the best price or can meet our tinnng needs does not make a purchase of a good or sen°ice available from only one source. A sole solute does not exist solely on the basis of personal or deparal prei-reence or a desire to keep all units the same brand Page 5 of 6 Vendor Services Agreement Page 19 of 20 or make. The irdin ution needed to support this exEmption is decumPnation showng that no other prouder can provide the sersice or category of good except for the vendor you are proposing. Some em=ples of sale source purchases iicue (r] senice agreements when only one vendor is authorized to work on the equipment by the rram cturer and albs%mig another vendor would void the warritity and (n) purchase of a good that is copyrtglrbed or trademarked and only pmrided by one t endor- Page 6 of 6 Vendor Services Agreement Page 20 of 20 TX ASPP - City of Fort Worth Adobe Sign Final Audit Report 2025-06-09 Created: 2025-06-09 By: Icertis CLM (icertisclm@pcgus.com) Status: Signed Transaction ID: CBJCHBCAABAAVSdhTDB4w7M7-OQypxGO5dKf_ZlfacGr "TX ASPP - City of Fort Worth Adobe Sign" History Document created by Icertis CLM (icertisclm@pcgus.com) 2025-06-09 - 4:17:55 PM GMT Document emailed to Marc Staubley (mstaubley@pcgus.com) for signature 2025-06-09 - 5:27:34 PM GMT Email viewed by Marc Staubley (mstaubley@pcgus.com) 2025-06-09 - 6:16:47 PM GMT =; Document e-signed by Marc Staubley (mstaubley@pcgus.com) Signature Date: 2025-06-09 - 6:17:48 PM GMT - Time Source: server Agreement completed. 2025-06-09 - 6:17:48 PM GMT Powered by Adobe Acrobat Sign M&C Review Page 1 of 2 0 Official site of the City of Fort Worth, Texas CITY COUNCIL AGEND FORTWORTH Create New From This M&C DATE: 5/13/2025 REFERENCE **M&C 25- LOG NAME: 36P PSA PUBLIC NO.: 0432 CONSULTING GROUP CODE: P TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: (ALL) Authorize a Professional Services Agreement with Public Consulting Group, LLC to Analyze and Report Costs for Charity Care that Will Help Realize Funds Related to an Ambulance Services Supplemental Payment Program in an Amount Up to $150,000.00 Annually and Allow Four One -Year Renewals for the Fire Department RECOMMENDATION: It is recommended that the City Council authorize a professional services agreement with Public Consulting Group, LLC to analyze and report costs for charity care that will help realize funds related to an Ambulance Services Supplemental Payment Program in an amount up to $150,000.00 annually and allow four one-year renewals for the Fire Department. 1q&*411K _1IQ►to This Mayor and Council Communication (M&C) is to authorize a professional services agreement with Public Consulting Group, LLC to analyze and report costs for charity care that will help realize funds related to an Ambulance Services Supplemental Payment Program as administered by the State of Texas Health and Human Services Commission. This contract is necessary to support the July 1, 2025 transition of Emergency Medical Services (EMS) to the Fire Department. Public Consulting Group, LLC currently provides this service for MedStar, and the City Attorney's office has approved an exemption to the competitive bidding requirements under chapter 252 of the Texas Government Code for professional services. The maximum amount allowed under this agreement will be $150,000.00 annually. FUNDING: Upon adoption of the Fiscal Year 2025 operating budget for Emergency Medical Services, funding will be available in the Emergency Medical Services Fund for the Fire Department. DVIN-BE: This project was approved for a waiver per the Chapter 252 exemption, for professional services by the Legal Department. This solicitation was reviewed by The Business Equity Division for available business equity prospects according to the City's Business Equity Ordinance. There were limited business equity opportunities available for the services/goods requested, therefore, no business equity goal was established. ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does not require specific City Council approval as long as sufficient funds have been appropriated. AGREEMENT TERMS: Upon City Council approval, this agreement shall begin upon execution and expire one year from that date, with four one-year renewal options. This project is located in ALL COUNCIL DISTRICTS. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that upon approval of the recommendation and adoption of the Fiscal Year 2025 Budget for Emergency Medical Services by the City Council, funds will be available in the current operating budget, as appropriated, in the Emergency Medical Services Fund. Prior to http://apps.cfwnet.org/council_packet/mc review.asp?ID=33293&councildate=5/13/2025 5/14/2025 M&C Review Page 2 of 2 an expenditure being incurred, the Fire Department has the responsibility to validate the availability of funds. TO Fund Department Account Project Program Activity Budget Reference # Amount ID ID Year (Chartfield 2) FROM Fund Department Account Project Program Activity Budget Reference # Amount ID ID Year (Chartfield 2) Submitted for Citv Manager's Office bv: William Johnson () Oriqinatinq Department Head: Jim Davis (6801) Additional Information Contact: ATTACHMENTS 25-TBD3262025 (PS 36P Public Consulting Group).pdf (CFW Internal) Approved Chapter 252 Exemption- PCG Inc. 2.11.25.pdf (CFW Internal) Form 1295 Certificate 101327896.pdf (CFW Internal) Public Consultinq Group MSA 071823.13df.13df (CFW Internal) http://apps.cfwnet.org/council_packet/mc review.asp?ID=33293&councildate=5/13/2025 5/14/2025