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HomeMy WebLinkAboutContract 63445PROFESSIONAL SERVICES AGREEMENT CSC No. 63445 (Telehealth EMS Services for City of Fort Worth) THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement," made and entered into as of June 12, 2025(the "Effective Date"), by and between City of Fort Worth (the "City") and RIGHTSITE HEALTH PHYSICIANS PLLC, a Connecticut professional limited liability corporation ("RightSite," "Vendor" or the "Provider"), authorized to transact business in Texas and with its principal offices at 1100 NE Loop 410, Suite 850, San Antonio, TX 78209. WHEREAS, RightSite offers immediate telehealth services to non -emergency patients upon request from the City's Emergency Medical Services ("EMS"); WHEREAS, upon such request, RightSite's Texas -licensed physicians confirm the patient's non -emergent status and offer them navigation services to ambulatory or telehealth care if the patient agrees; WHEREAS, the City and RightSite now desire to enter into a mutual agreement with terms of collaboration and conditions for facilitating effective emergency response and medical telehealth interventions for the City for EMS -related telehealth services as more particularly described in Exhibit A attached hereto and incorporated herein by reference (the "Services"); and NOW THEREFORE, in consideration of the premises and the mutual covenants contained below, the parties agree as follows: 1. Performance of Services. RightSite shall perform the Services during the term of this Agreement. 2. Compensation. RightSite provides its services to the City at no cost. When applicable, RightSite is paid by the patient's insurance policy. 3. Term. The initial term of this Agreement shall commence on the Effective Date and be in effect for two (2) years, with automatic one (1) year renewals, unless either party terminates the Agreement as set forth herein. This Agreement may be terminated by mutual consent of the parties executed in writing by both, or by either party, with or without cause, provided written notice of termination is provided at least one hundred eighty (180) days in advance to the other party. 4. Notices. All notices under this Agreement shall be in writing and shall be delivered by certified mail, return receipt requested, or by other delivery with receipt to the following: OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX EMS Prof Services Agmt v 042025 Document Ref: TFKYU-NBGNA-BRTPG-MFDGJ Page 1 of 10 As to the City: William Johnson Assistant City Manager City of Fort Worth 505 West Felix Street Fort Worth, Texas 76115 As to RightSite: RightSite Health Physicians PLLC 1100 NE Loop 410, Suite 850 San Antonio, Texas 78209 ATTN: Legal Officer 5. Aareement Manaaers. Each Party will designate an Agreement Manager during the term of this Agreement whose responsibility shall be to oversee the Party's performance of its duties and obligations pursuant to the terms of this Agreement. As of the Effective Date, the City's Agreement Manager is Jim Davis, Fire Chief and RightSite's Agreement Manager, is Jared Oscarson, VP, EMS Partnerships and Strategy. Each Party shall provide prompt written notice to the other Party of any changes to the Party's Agreement Manager or contact information; such changes shall not be deemed Agreement amendments and may be provided via email. 6. Entire Aareement. This Agreement constitutes the entire agreement between the parties hereto for the Services to be performed and furnished by RightSite. No statement, representation, writing, understanding, agreement, course of action, or course of conduct made by either party or any representative of either party which is not expressed herein shall be binding. RightSite may not unilaterally modify the terms of this Agreement by affixing additional terms to materials delivered to the City (e.g., "shrink wrap" terms accompanying or affixed to a deliverable) or by including such terms on a purchase order to payment documentation. RightSite acknowledges that it is entering into this Agreement for its own purposes and not for the benefit of any third party. [Remainder of page left blank intentionally. Signature page follows immediately.] EMS Prof Services Agmt v 042025 Document Ref: TFKYU-NBGNA-BRTPG-MFDGJ Page 2 of 10 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. RightSite Health �Physicians PLLC By Name: Menelaos Demestihas Title: President Date 2025-06-11 City of Fort Worth B ui(ia... nnaun'Jun A,1025 llab CUT) Name: William Johnson Title: Assistant City Manager Date06/13/2025 EMS Prof Services Agmt v 032025 Document Ref: TFKYU-NBGNA-BRTPG-MFDGJ Page 3 of 10 EXHIBIT "A" Services A. Overview 1. Based on its adopted EMS Protocol, the City's Medical Director and EMS Chief will determine which calls are appropriate for referral to RightSite. 2. The City and RightSite will prioritize and mutually agree to an integrated approach to non -emergent healthcare, ensuring individuals receive an appropriate level of care based on their circumstances. 3. The City will provide all medical direction. This Agreement does not replace any existing City protocols. 4. Referrals to RightSite will only be initiated from a 911 call. B. Fees for Service 1. RightSite offers its services at no charge to the City. 2. RightSite is paid by the patient's insurance when applicable. 3. RightSite will accept all patients. 4. RightSite shall ensure financial considerations do not prevent the delivery of appropriate patient care. C. Services Provided: 1. Description of RiahtSite Service I. RightSite Physicians offers immediate telehealth services to non -emergency patients upon request from EMS. RightSite Physicians confirm the patient's non -emergent status and offer them navigation services to ambulatory or telehealth care ("Navigator(s)"). If the patient agrees, RightSite Navigators help address non -medical obstacles to care, including scheduling appointments, arranging transportation, delivering prescriptions, assisting with health insurance inquiries, and connecting patients with nearby healthcare facilities and community resources. 2. Activation of RiahtSite Service by City I. On -Scene Assessment: When EMS crews assess a patient on -site and determine that the condition is non -emergent, they may offer the patient the option of either: (a) proceeding to the Emergency Department or (b) having an immediate telehealth visit with RightSite's ER physician. If the patient chooses the telehealth visit, EMS activates the process using any device (the City's or the patient's) with a camera and internet connection. If the patient rejects both options, the EMS crew shall proceed in accordance with the City's protocols. EMS Prof Services Agmt v 032025 4 Document Ref: TFKYU-NBGNA-BRTPG-MFDGJ Page 4 of 10 II. Dispatch -Initiated Assessment: If 911/Dispatch determines, following City protocols, that the patient has a non -emergent condition, they may offer the patient the option of either: (a) having an ambulance and EMS crew dispatched or (b) having an immediate telehealth visit with RightSite's ER Physician. If the patient rejects both options, the EMS crew shall proceed in accordance with the City's protocols. 3. RiahtSite Telehealth and Naviaation I. Upon RightSite's Navigator obtaining telehealth consent, the patient is immediately connected to RightSite's board -certified emergency medicine physician. This physician conducts a secondary assessment to determine whether the patient's condition is either emergent or non -emergent and can be treated using non -emergency care options. 11. If the RightSite physician deems the patient's condition as emergent, the patient's care remains under the control of EMS and follows City protocols. 111. If the RightSite physician classifies the patient's condition as non -emergent, the patient is presented with the option of either: a. proceeding to the Emergency Department in accordance with City protocols; or b. receiving immediate telehealth assistance from RightSite's ER Physician or assistance finding nearby ambulatory care facilities, such as urgent care clinics. IV. RightSite Navigators play a crucial role in helping patients schedule appointments, arrange transportation if non -ambulance transport is required, obtain prescriptions, and access other services related to their episode of care. Navigators also conduct a follow-up within 1-2 business days to ensure patients have all the necessary resources for their care plan. V. Throughout the entire RightSite process, patients can choose their preferred care provider or decide to go to the Emergency Room via the City 's protocols. D. Requirements for City 1. Designate a project sponsor and a daily coordinator for the rollout and ongoing training. 2. Integrate RightSite into the City response plan. 3. Disseminate educational materials and communicate RightSite program details to the staff. 4. Establish a procedure for RightSite Navigators to share patient outcomes with EMS providers. 5. Work with RightSite to identify additional reporting needs beyond RightSite's standard reports. 6. Participate in quality improvement meetings as mutually agreed upon. 7. The Parties agree to allow the use of names, trademarks, service marks, and logos representing each Party, to use on the respective Party's website and marketing promotion materials. Any press release or publicity by either Party must be mutually agreed upon in writing, and such agreement will not be unreasonably withheld. EMS Prof Services Agmt v 032025 5 Document Ref: TFKYU-NBGNA-BRTPG-MFDGJ Page 5 of 10 E. RightSite Requirements: 1. Attend quality improvement meetings as mutually agreed. 2. Provide appropriate training to City EMS Stakeholders for the RightSite telehealth system. 3. Maintain confidentiality of all patient -related information received from the City 4. Comply with the Health Insurance Portability and Accountability Act (HIPAA), ensuring security standards align with national standards for handling sensitive healthcare information. 5. Preserve privacy and confidentiality of all conversations and data. 6. Ensure encryption of all data in transit and at rest. 7. Require two -factor authentication of all infrastructure systems. 8. Employ advanced logging and monitoring systems to identify and address potential data security or access concerns. 9. Provide RightSite board -certified ER Telehealth Physicians licensed in the state where service is provided. 10. Provide RightSite non -clinical navigators trained for navigation and identification and resolution of non -medical determinants of health. 11. Provide project and account management. 12. Offer non-English speaking patients on -demand video clinical interpretation in over 200 languages. 13. Conduct a 1-2 business day follow-up for all patients who consent and share monthly patient satisfaction data with the City EMS Prof Services Agmt v 032025 6 Document Ref: TFKYU-NBGNA-BRTPG-MFDGJ Page 6 of 10 ADDENDUM TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF FORT WORTH AND RIGHTSITE HEALTH PHYSICIANS, PLLC This Addendum to the Professional Services Agreement ("Addendum") is entered into by and between Rightsite Health Physicians, PLLC ("Vendor") and the City of Fort Worth ("City"), collectively the "Parties". The Contract documents shall include the following: 1. The Professional Services Agreement; and 2. This Addendum. Notwithstanding any language to the contrary in the attached Professional Services Agreement (the "Agreement"), the Parties hereby stipulate by evidence of execution of this Addendum below by a representative of each party duly authorized to bind the parties hereto, that the parties hereby agree that the provisions in this Addendum below shall be applicable to the Agreement as follows: 1. Termination. If either party commits a material breach of the Agreement, the non -breaching Party must give written notice to the breaching party that describes the breach in reasonable detail. The breaching party must cure the breach ten (10) calendar days after receipt of notice from the non -breaching party, or other time frame as agreed to by the parties. If the breaching party fails to cure the breach within the stated period of time, the non -breaching party may, in its sole discretion, and without prejudice to any other right under the Agreement, law, or equity, immediately terminate this Agreement by giving written notice to the breaching party. 2. Law and Venue. The Agreement and the rights and obligations of the parties hereto shall be governed by, and construed in accordance with the laws of the United States and state of Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement shall be in a court of competent jurisdiction in Tarrant County, Texas. To the extent the Agreement is required to be governed by any state law other than Texas or venue in Tarrant County, City objects to such terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 3. Sovereign Immunity. Nothing herein constitutes a waiver of the City's sovereign immunity. To the extent the Agreement requires the City to waive its rights or immunities as a government entity, such provisions are hereby deleted and shall have no force or effect. 4. Indemnification. RightSite agrees, to the fullest extent permitted by law, to indemnify and hold the city and its elected officials, and city's officers, contractors, subcontractors, project consultants and employees, harmless from and against damages, liabilities and costs (including, to the extent allowable by law, reasonable attorneys' fees and defense costs incurred in connection with the defense of third party EMS Prof Services Agmt v 032025 7 Document Ref: TFKYU-NBGNA-BRTPG-MFDGJ Page 7 of 10 claims) to the extent caused by the gross negligent, reckless or intentionally wrongful acts, errors or omissions of RightSite in the performance of this Professional Services Agreement. 5. Confidential Information. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. To the extent the Agreement requires that City maintain records in violation of the Act, City hereby objects to such provisions and such provisions are hereby deleted from the Agreement and shall have no force or effect. In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 6. Addendum Controlling. If any provisions of the attached Agreement conflict with the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or ordinance of City, the terms in this Addendum shall control. (signature page follows) EMS Prof Services Agmt v 032025 8 Document Ref: TFKYU-NBGNA-BRTPG-MFDGJ Page 8 of 10 ACCEPTED AND AGREED: CITY City of Fort Worth By. WilliamJ,6hnson (Jun 13, 2025 11:18 CDT) Name: William Johnson Title: Assistant City Manager Date: 06/1 3/2025 Approval Recommended: James Davis (Jun 12, 2025 08:13 CDT) By: Name: Jim Davis Title: Fire Chief p s'O� fGRT Vo Attest: �° �o pso °=d aa4Iln�a 6g4ga By: Name: Jannette Goodall Title: City Secretary Contract Compliance Manager: By signing, I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. SrHU&, By: Brenda Ray (Jun 12, 2625 05:28 CDT) Name: Brenda Ray Title: Fire Purchasing Manager Approved as to Form and Legality: B: Y Name: Taylor C. Paris Title: Assistant City Attorney Contract Authorization: M&C: OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX EMS Prof Services Agmt v 032025 9 Document Ref: TFKYU-NBGNA-BRTPG-MFDGJ Page 9 of 10 ACCEPTED AND AGREED: VENDOR: RIGHTSITE HEALTH PHYSICIANS PLLC L By: Name: Menelaos Demestihas Title: President 2025-06-11 Date: EMS Prof Services Agmt v 032025 10 Document Ref: TFKYU-NBGNA-BRTPG-MFDGJ Page 10 of 10 CERTIFICATE of SIGNATURE REF. NUMBER TFKYU-NBGNA-BRTPG-MFDGJ SIGNER TIMESTAMP MENELAOS DEMESTIHAS SENT 11 JUN 2025 19:16:52 UTC EMAIL VIEWED MENE.DEMESTIHAS@RIGHTSITEHEALTH.COM 11 JUN 2025 22:23:47 UTC SIGNED 11 JUN 2025 22:25:04 UTC Atei1]I40bAM4AIA[r7_I11010 EMAIL VERIFIED 11 JUN 2025 22:23:47 UTC © Signed with PandaDoc PAGE 1 OF 1 DOCUMENT COMPLETED BY ALL PARTIES ON 11 JUN 2025 22:25:04 UTC SIGNATURE 4j IP ADDRESS 136.55.6.84 LOCATION ATLANTA, UNITED STATES m7