HomeMy WebLinkAboutContract 63469CSC No. 63469
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 Renew Biomedical Services, LLC. ("Vendor"),
a limited Liability 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 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
To the extent of any conflict between the terms and conditions of this Vendor Services Agreement and the
attached Agreement Documents including the Exhibits and Vendor's Service Agreement Terms and
Conditions, the terms and conditions of this Vendor Services Agreement shall control.
1. Scope of Services. Purchase of goods and services ("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 after ACM
signature ("Effective Date"), unless terminated earlier in accordance with this Agreement. City will have
the option, in its sole discretion, to renew this Agreement under the same terms and conditions, for up to
four (4) one-year additional renewal options (each a "Renewal Term").
3. Compensation.
3.1 Total compensation under this Agreement will not exceed fifty thousand
dollars and zero cents ($50,000.00) for any single term.
3.2 City will pay Vendor in accordance with the Prompt Payment Act (Chapter 2251
of the Texas Government Code) and the provisions of this Agreement, including Exhibit `B"—
Payment Schedule, which is attached hereto and incorporated herein for all purposes.
3.3 Vendor will not perform any additional services or bill for expenses incurred for
City not specified by this Agreement unless City requests and approves in writing the additional
OFFICIAL RECORD
Vendor Services Agreement CITY SECRETARY Page 1 of 26
FT. WORTH, TX
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-Abbronriation 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.
Vendor Services Agreement Page 2 of 26
6. Right to Audit. Vendor agrees that City will, until the expiration of three (3) years after
final payment under this Agreement, or the final conclusion of any audit commenced during the said three
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. Indeuendent Contractor. It is expressly understood and agreed that Vendor will operate
as an independent contractor as to all rights and privileges and work performed under this Agreement, and
not as agent, representative or employee of City. Subject to and in accordance with the conditions and
provisions of this Agreement, Vendor will have the exclusive right to control the details of its operations
and activities and be solely responsible for the acts and omissions of its officers, agents, servants,
employees, vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior
will not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents,
employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be
construed as the creation of a partnership or joint enterprise between City and Vendor. It is further
understood that City will in no way be considered a co -employer or a joint employer of Vendor or any
officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers,
agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment
benefits from City. Vendor will be responsible and liable for any and all payment and reporting of taxes on
behalf of itself, and any of its officers, agents, servants, employees, or contractors.
8. Liability and Indemnification.
8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND PERSONAL INJURY,
INCLUDING, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANY AND ALL
PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE
EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR
INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, REPRESENTATIVES,
AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND CITY, ITS OFFICERS,
AGENTS, REPRESENTATIVES, SERVANTS, AND EMPLOYEES, FROM AND AGAINST
ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER
REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING
ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST
PROFITS) AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH, TO
ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS
OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS, REPRSENTATIVES,
SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — VENDOR AGREES
TO DEFEND, SETTLE, OR PAY, AT ITS OWN COST AND EXPENSE, ANY CLAIM OR
A CTIONA GAINST CITY FOR INFRINGEMENT OFANYPA TENT, COPYRIGHT, TRADE
MARK, TRADE SECRET, OR SIMILAR PROPERTY RIGHT ARISING FROM CITY'S USE
Vendor Services Agreement Page 3 of 26
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
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 WRITTEN NOTICE OF ANY SUCH
CLAIM OR ACTION, WITH COPIES OF ALL PAPERS CITY MAY RECEIVE RELATING
THERETO. NOTWITHSTANDING THE FOREGOING, CITY'S ASSUMPTION OF
PAYMENT OF COSTS OR EXPENSES WILL NOT ELIMINATE VENDOR'S DUTY TO
INDEMNIFY CITY UNDER THIS AGREEMENT. IF THE SOFTWARE AND/OR
DOCUMENTATION OR ANY PART THEREOF IS HELD TO INFRINGE AND THE USE
THEREOF IS ENJOINED OR RESTRAINED OR, IF AS A RESULT OF A SETTLEMENT
OR COMPROMISE, SUCH USE IS MA TERIALL Y AD VERSEL Y RESTRICTED, VENDOR
WILL, AT ITS OWN EXPENSE AND AS CITY'S SOLE REMEDY, EITHER: (A) PROCURE
FOR CITY THE RIGHT TO CONTINUE TO USE THE SOFTWARE AND/OR
DOCUMENTATION; OR (B) MODIFY THE SOFTWARE AND/OR DOCUMENTATION TO
MAKE IT NON -INFRINGING, PROVIDED THAT SUCH MODIFICATION DOES NOT
MA TERIALL Y AD VERSEL Y AFFECT CITY'SAUTHORIZED USE OF THE SOFTWARE
AND/OR DOCUMENTATION, OR (C) REPLACE THE SOFTWARE AND
DOCUMENTATION WITH EQUALL YSUITABLE, COMPATIBLE, AND FUNCTIONALLY
EQUIVALENT NON -INFRINGING SOFTWARE AND DOCUMENTATION AT NO
ADDITIONAL CHARGE TO CITY, OR (D) IF NONE OF THE FOREGOING
ALTERNATIVES IS REASONABLY AVAILABLE TO VENDOR TERMINATE THIS
AGREEMENT, AND REFUND ALL AMOUNTS PAID TO VENDOR BY CITY,
SUBSEQUENT TO WHICH TERMINATION CITY MA Y SEEK ANY AND ALL REMEDIES
AVAILABLE TO CITY UNDER LAW.
9. Assignment and Subcontracting.
9.1 Assignment. Vendor will not assign or subcontract any of its duties, obligations
or rights under this Agreement without the prior written consent of City. If City grants consent to
an assignment, the assignee will execute a written agreement with City and Vendor under which
the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.
Vendor and Assignee will be jointly liable for all obligations of Vendor under this Agreement prior
to the effective date of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, the subcontractor will execute
a written agreement with Vendor referencing this Agreement under which subcontractor agrees to
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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): [01 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
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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
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
To VENDOR:
Renew Biomedical Services LLC
2345 F. E. Wright Drive
Vendor Services Agreement Page 6 of 26
100 Fort Worth Trail Jackson, TN 38305
Fort Worth, TX 76102
With copy to Fort Worth City Attorney's Office at
same address
14. Solicitation of Emvlovees. 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 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.
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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.
26. Immigration Nationalitv Act. Vendor must verify the identity and employment eligibility
of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form (I-9). Upon request by City, Vendor will provide City with copies of all I-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor must adhere to all Federal and State laws as well as establish appropriate procedures
and controls so that no services will be performed by any Vendor employee who is not legally eligible to
perform such services. VENDOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM
ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH
BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR
AGENTS. City, upon written notice to Vendor, will have the right to immediately terminate this Agreement
for violations of this provision by Vendor.
27. Ownership of Work Product. City will be the sole and exclusive owner of all reports,
work papers, procedures, guides, and documentation that are created, published, displayed, or produced in
conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, City
will be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary
rights in and to the Work Product. Ownership of the Work Product will inure to the benefit of City from
the date of conception, creation or fixation of the Work Product in a tangible medium of expression
(whichever occurs first). Each copyrightable aspect of the Work Product will be considered a "work -made -
for -hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work
Product, or any part thereof, is not considered a "work -made -for -hire" within the meaning of the Copyright
Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title and interest in
and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret,
and all other proprietary rights therein, that City may have or obtain, without further consideration, free
from any claim, lien for balance due, or rights of retention thereto on the part of City.
Vendor Services Agreement Page 8 of 26
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. Chan2e 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 Bovcottina 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
Vendor Services Agreement Page 9 of 26
inserted via software such as Adobe Sign. IN WITNESS WHEREOF, the parties hereto have executed
this Agreement in multiples.
CITY OF FORT WORTH:
W
By: William hncnn li in 1:Z 7n7F 1 F•7F rnTl
Name: William Johnson
Title: Assistant City Manager
Date: 06/17/2025
VENDOR:
Renew Biomedical Services, LLC
By: -*ma.Lr er, Customer Solutions
Name:
Title: Ayratimy;'o qq igqft
Date: 6/17/2025
FOR CITY OF FORT WORTH INTERNAL PROCESSES:
Approval Recommended:
2��:
James Davis (Jun 11, 2025 12:28 CDT)
Name: James E. Davis
Title: Fire Chief
Attest: q� fpgrnaA
oFO° 11
s
Q�°* p
ana���sgga
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.
By: 4�1
Brenda Ray
Title: Fire Purchasing Manager
Approved as to Form and Legality:
By:
Name: Taylor Paris
Title: Senior Assistant City Attorney
Name:
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Vendor Services Agreement Page 10 of 26
Scope of goods and services -
Vendor will provide the City with services in accordance with the terms of this Agreement, this Exhibit A
and the attached quotes included as part of Exhibit B.
Part A: Preventative Maintenance Services (3-Year Agreement)
Vendor Service Provider shall provide comprehensive preventative maintenance for biomedical
equipment Services shall include, but are not limited to:
1. Scope of Services
Inspection & Testing: Routine inspection and functional testing of covered biomedical equipment.
Calibration & Adjustments: Calibration of devices in accordance with manufacturer specifications
and regulatory guidelines.
Cleaning: Professional cleaning of equipment to ensure optimal performance and hygiene.
Preventative Repairs: Identification and minor repair of components showing signs of wear or
potential failure.
Additional Services and Inclusions
• Travel and Labor: Onsite travel to perform PM/calibration services at one location
included at a cost of $1, 500,001,095.00 per year.
• Customer Access: Complimentary access to Vendor's BioPortal — a secure online
platform where the City can view all assets and service records in real time.
• Service Reports: Comprehensive biomed reports will be provided with every service,
repair, or PM visit.
• Loan r ". ita: It.
sent for- sef-vtee of r-epaif.
• Cleaning: Complimentary cleaning of each unit upon return from service at Renew
Biomedical's facility.
• Shipping: Free return shipping on all serviced or repaired units sent to Renew
Biomedical's facility.
• Telephone Support: Ongoing telephone support for all covered equipment.
Vendor Services Agreement Page 11 of 26
EXHIBIT B
PAYMENT SCHEDULE
RENEW
B1Q EDICAL
Quote #20000OUS7
Description: K)A
Job Type; Repair+PWCal
Prepared By: Kasey Allen
Expires On: 051IW2025
MedStar Mobile Healthcare
MedStar Mobile Healthcare
Customer
Location
Bill To: 2900AIta Mere driv& Fort Worth. TX 76115
Ship To: 2900 Alta Mere Drive, Fart Worth, TX 76116
Phone; (817) 923-3700
Eitan Sapphire 30032-2584
AsseW 1
SfN;30032-258d
Job: 100011135
Job Type; Repair+PWCal
Asset Number. NFA
PO Number: 2051579
Quote:20DWD4487
Detailed description of the issue:
Charging purl damaged
Device evaluation:
The device powers nntolf
The device responds to came- and charging cables
- The 5peakCr, buttons, and LED indicators function
The battery due dale is unknown, and serial number of the battery does not match the seN" penal
battery has been updated but accurate due dale cannot
be eonhrrned
Corrective Retiorls:
Replace Top Cover
Replace Lexarl
Replace Bottum Shell Rev 8
Replace Label Graphic
Perform PMFCal (Covered Under PM Canvad)
ILine Item
15G31-131-0001 - Top Carer AW
sapphire Pump
15020-131-0015 - Bottom Shell ASM (tor
PMM Rev 8), Sapphire Pump
15031-003-0003 - Sapphire multi Therapy
Label Graphics • US. Sapphire Pump
15031-003-i0D$ - Sapphire M,T Lexan
graphics Mulltpack (Newer verSion),
Sapphire Pump
(LABOR
PMfCAL
REPAIR
Quartlity
Rate
I Price
1.00
$33.00
$33-00
1.00
E129.04
$120.00
1.00
$14,00
$14.0D
�.0q $15.fl0 E15-Do
0.50 $175.00 $87.50
1-00 $0-00 $0.00
1.00 $0.00 po-00
Sub -Total TO: $0.00
Sub -Total For Asset #1 (incl. Tax): $269.50
Vendor Services Agreement Page 12 of 26
Sub -Total: $269.50
Tax: SO.00
Grand Total: $269_50
By signing Wow. l authorize work to begin and agree to pay the Grand Total.
Narne: Date.
PO Nm5er;
$egnakft:
Vendor Services Agreement Page 13 of 26
Preventative Maintenance
RENEW
I
B 1 0 E D I C
�3 SDr-F gAddresa:
Contract Quote
T
'kson. TN 38305
of
Toll Free: 844.425.0997
Gate Quote #
ISO 13dA5:2A11;CEATIFIf0
Fax: 731.306.3 53 5
Websile: www.rmewbiomeduxilcom
61]W2025 4976
Email_ .. biomedical.com
Name I Address
Ship To
ModStar Mobile Heaftheare
hledStar Mobile Healthcare
2900 Alta Mere Etitie
290D Alta Mere Drive
Fort Wonk TX 76116
Fort Worth, TX 76116
Payment Terms Rep
5eMce Canlracl Dales
Net 30 N-1K
I YEAR
Descriptibn
Qty
Rate
Ulm
Total
Mainumancc Contrbci for POARble Suction
85 GS.0t1 ea
5.52S.00
Units
Annual Preventative Mai den&Nce (PMl_
-Visual Inspection to verify Visual ]ntcgrity ufunit
-Test Power Supply
-Perform operational check of all system functions per
OEM .., ..":' .
Pteverhtativt Maintenance Contrnct Far tthsinn
Purrtlrs-Sapphire
Annual Preventative Mate ce (PM):
-Visual Inspection to veay Visual ]ritegthy or unit
-Perform aagnostic checks of deviee's internal CPu
-Test Pump oprratian. air in line alarm, down &. up
st tam o"lmion. door open alarm cbarge indicatur
-Test of Power Supplyl$artery
-Test Beal Timelinteraal Clock of the 2�ysteat
-Pertu m aperational check ofall system functions per
OEM speci&ations
45.00 ea
Total
Authorized SignaturelDale
6,175.00
Page 1 I have read and undersmnd each of the above listed cbntraci
terms and agree m abide by them
Vendor Services Agreement Page 14 of 26
RENEW Preventative Maintenance
2345 ❑ Shipping�Tf 8F E Wra�t Drive Contract Quote
B1V{{y' EDICAL 3ack05
Tall Free: 844.425.0997 Date Quote#
ISO 134B5:2d16 CEATiFIEO Fax: 731300.3535
W. :_ n , , _.i \V _ 11 ..'L 1COM &IW2025 4976
8mafl� aervioe(�+renew6iomediral.oaatt
Marne! Address $Ilp Tp
MedStar Vinhile Healthcare MedStar Mobile Healthcare
29W Altu Mere Drive 29W Alta Mere Drive
Furl Worth, TX 7611116 Fort Worth, TX 76116
Payment Terms I Rep 15ervioe Contract Dales
Net 30 hiK I YEAR
Descrfplion I Qty I #dale Ulm I Total I
Prrventatt�lMaintenance for -Almrmonitor-,4ntepnl, I 3w.00 ca 3t10.00 I
12+1520-Fall E1MJXR Series, Philips MRX)
Annual Preventative Maintenance (PM):
-Visual Inspection td verify Visual Integrityr Of Unit
-Perform Diagnostic checks of device's internal CPU
-Test Power Supply_ CO2, Sp02. NtBP, ECG, Pacer
Outputs & Rates. 0166 Chan;! Times, and Owput
Enr •
-'Pest oflldFC FuncwtLs
-Test Real TwWInlenml Clock ofihe system
-Pertorrn uprnaional chock of all system functiows pT
OEM speciftcations
IR",4•Jkir:a 1.1l:Nirrtennncht'orAEDs
Pre1-rntarivo Maintenance tP%l) Covers-
-Visual Inapet:tion W Perform Visual Intc6n-ity Or Unit
-Test Battery. Pad expiration, and Output Energy
-Perform operational check of all system functions per
OEM specifications
Preventative A4ainrenanc! for Stair Chairs
Prevenlatmv Maintenmwe(PM)Coven:
-Visual I nspection to Perform V isual Integrity of Unit
-Test Power Supplyf8atteries (whrre applicable)
-Perturnt uperational check ofall system Cuactions per
OEM :..
Preventative Maintenance far Cots
Preventative Maintenance (P.M) Covers:
-Visual Inspection 50 Perform Visual Integrity ufUrtit
-Test Power Supply!Batteriesfifscnt my
-Pert6rm operational check of all cystvm functions per
OEM specifications
80.00 �a t 0.u0
75_00 uu 75.1w
175.001La I t75.00
Total
Authorized SignaturelDale
Page 2 1 lw%a rmi(l r d undcntimd each of the abuve listed rontruct
trans and abree le abide b} them.
Vendor Services Agreement Page 15 of 26
Preventative Maintenance
RENEW
2345 Dr.ping F E Wr1 ghl Drive
Contract Quote
Iaekwnr TN 38345
Toll Free: R44.425.4997
Date
Quote N
ISQ 13dA5: G16 CERi3FIEA
Fax: 731.3M.3535
Webske: www.renewbiomedlcal.com
f• I [1 'll'
49 f
Email: servi. /L'. . .. liwl.cvm
Name ( Address
$61P Ta.
MLYiSUU 14ubdC FECaltheare
medstar Mobile Healthcare
2944 Alta Mete Dri4c
2944 Alto Mete Drive
Fcrt Worth. TX 76116
Fort Wotth. TX 76116
PaymenL Terms Rep Service Contract Dates
Net34 MK l)'EAR
Description Qty Rate LJlM Total
• PM (Preventative 4maintenanee) L Year for I 375.t10 k%
DEFMTECH ARM XR COMPRESSION DEVICE
'Functional testing ofall device paretssmm
'Visual inspection and cle:mingafdevice
'Verilk,etiun .. a " ,,Ve1ce0rnmuilicati0n &nctiotla
'Calibration R .' .. .... ;..n module to OE.14
'Test re 1 with rr�f,{��7rd o�ofygc !-sting and eolibrations
tattf ilrinrnt,' C a(1C16n siiG,ce ums to at one
location for equipment listed in this contract
Access to our customer MoPona€'RAhMS (Rcn ev Asset
Management System) whieh allows userts)1u:
-Access to Asset History
-View Biomed Reports
-View and Approve quotes
-Automate PM Reminder Scheduling
-C ale5emiceRequests
4- .i-L, . t\ Oporotive Iq
ThiS ii ftn tSlirnaoed 03St i .. .. L:: _ .. _r .L This i5 t0t a
lids! bill. Once approved senices arc completed, dw invoice
will adjust to aoeount tier actual labor time and any and all
Peas uxr .. \ : service. This yuate is Rood for M
days, toilets stated mlterwit.:_
I I 1,544.�ea I 1,544.44
4.44 ea (1.40
Total S K-205AP
Authon2ed SignaturePl}ate
Page 3 1 have read and t ndemtand each of the abuvc listed ectntraci
terms mid agree to abide by then!
Vendor Services Agreement Page 16 of 26
ReNew Blomedieal Services LLC'
SERVICE ACiREEMENT TEFLNIS AND CON DlTHINS
SERVICES PROY13Dfp
1.1. The sarvioes ttseed nit the quotation andror Attachment A (the "5znices'j arr uttered by ReNew Biomedical Smwv s, L LC (-ReNew") only
under the term and conditions described below, octal on any exhibits and attacbmentS, each of which are hereby incorporated (the
"Agttmment7)_
EXCLUSIONS AND CITHERTERMS
2.L unless specifically stated ofliLmise, the SetvLes do not cover (iI egiiiprment repairs or (ii] the repair or repiaoement of accesstnies (such as
batteries, power cords, cuffs, cables, ate),
2.2, Flatteries are not included in coverage for any purpose, system. or modality, including, but not limited to_ Riomedical Equipment or
unmterruptible power supply (UPS) systems ofany siw or type,
2 3. In the evens ReNew determines that a unit needs repair or replacemrnt, ReNew will notify the Customer of the reeomnF=ded repair or
replacement at no additional cost
2A. Any recommended repairs that are to be made by ReNew will be performed at an hourly rate of $175_DOlhour plus pans necessary for such
repair(s). All repairs will be considered "depot" and must be performed at ReNew's facility in Jackson. Tennessee.
25. Customer shall notify ReNew prior ro sending flay equiprnunt to ReNew For depot repair_
2.6. Customer shall be responsible for the costs of shipping any such equipment to ReNew. ReNew shall be responsible for the costs of shipping
repaired equiproeni beck go Customer.
2.9. During, the terra of this Agreeruen� additional Customer locations may be added 10 the Serviees upon the same pricellocation as set forth rn
the Quuwliun for the rcnvrining term oCthis Agnvwi rtt.
2.9. To the extent made known in writing to ReNew, ReNew aril its subcontractors will comply with Customer's rules and regulatiuns provided
such rutes and regulations do not conflict with established ReNew policies.
IFN
Utr �ng theEternt of�this AssetTiustomer will
3.1. Provided ReNew'a aulhorixed pers"ei with reasonable access to Customer's locations and equipmefil. during the days and times provided
to Customrrto enable ReNew w provide the Service& ReNew will eY3u mte with Customer to schedule servkin}; et tireless tlwt arr reasonable
oonVenient to cuslonwr.
3J2 Nut uttlile any equipment Utal. is damaged. malfunctionidg in any way of has beer[ designated by ReNew or Customer as needing "ir=
33, Assume the ask of loss or damage of any equipment while equipment its in transit to and from RrNew's service facility_
3.4. Use atl equipment in accurdatee wiib the published ntanufaelurer's operating instnrztians.
4. PAYMENT
4.1. All payments wader this Agreement are due thirty (34) days from the slate of ReNevv's invoice until the
Agreement sutwunt and all applicable taxes and interest arc paid in full.
4.1.1. C43stumer will pay intense on any amount not paid when clue at the lesser of 3.01% intetest per mun4t
or the maximum rate permitted by app]cable law_
4.i3 Payment Nlethuds. Payments may be teach by check, ACH or wire. ReNew dues not accept
tronsae'tion fees fur wire tromfors_
4-L invoices for any additional locations added to this Agrecrawni pursuant to Section 2.9 will initially be invoiced for the rentainirig portion of
the year of the Agreement in which such locations are added_ and will be added to the annual invoice for all subscquent years of the
Agreement_
4.3. rill invuic:es for repairs are subjeet to the ieerms set forth us Seckm C1.
L FORCE NLUEURE
&L Each party shalt be excused from performing its obligations (except For payment obligations) arising from any delay or default caused by
events beyond its reasonable control including, but not limited to, acts of God, health pand�•mics, acts of any civil, military or govzmrrkm
authority. fire, lloodq, war. embargoes, labor disputes. acts of sabotage_ riots, actidents. delays of carvers , voluntary Or mandalory
complime`e with any gov Tnruent act, regulaliort Or maddatory direction, request For clarity, Customer reyaests shall not be Considered
'government' requeSts udder tltLs seciiox_
6. TFRM.AN 0]FljM !IAT[[1?ti
C1. The tutor of'ttns A"ment 2lhall be set forth is the quotes) andiot Attachment A attached Ercreto and mcurpuraled herein ('Term").
6J- This Agreement is non -cancelable by Customer and will remain in efTect for the Term *ecifted in this Agreement.
83. Upon sixty (60) days written notice tc ReNew_ Customer may cancel this A reenleni specifically describing a material breach or default of
the Agreement by ReNew_ provided that ReNew may avoid such canrvllatcocl by curing the condition of breach Of default within such sixty
(60) day notice peviod. Termination under this clause ahall not impact fees paid for services ren&mai up to the time Of such material breach,
which shall remain payable to ReNew.
7. BEFA17LT
7.1 Customer's Fialurc to fitant llndispated amount dur under this Agreement within thirty (30) days u Cwhen paynrent is due Constitutes a default
of this Agmmem and all Other "enema between Cutloffier• and ReNew. In such an event, ReNew may, at its option, (i) withhn3d
pertbrmance under Ibis Ageement and any or all oftbe other agrennenN until a ruasunable time after all defaults have been ourrd. (ii} declare
all suyns due and 010n actnv16% fur all sums doe or se- become due hereunder, includin& but not limited to costs and
exponses of collection, and reasonable anmwy's fees, (iv) terminate dii.s Apteruera with len ( IFl) days' notice to Customer. and (v) ptusue
any other remedies permitted by law.
Vendor Services Agreement Page 17 of 26
7.2- 1 fReNeu &tontines that its ability io provide the sexy ice coverage: is hintiemd dur to tlx: unavailability of parts or trained personnel, or dial
a location Or multiple Eu ations can no longer be serviced in a safe OF effective rrranner atsdcterrnined by ReNew, then ReNew may terminate
this AgFLemend wins respecttu such luc:atiunsupon notice to the Cusiomiwrand provide Customer with arel'imd ufany Customer Pre: -payments
far p xiuds of service covrmW riot xlrrady completed.
8_ WAR1RAiNTY DISiLAIME R
SO ReNew' full son tnmuaJ servloe obligations to Customer we described atthts Agatiment. Moreover, all labor shall be performed in a good and
wurlctmaulike manner consistent with industry practices by personnel with lrsininb. In the event o€a material breach of the f me.piub, Customer
&hail provide ReNew writfeh ndice and an oppuAunity tc1 cure per the termination section of this AgFyement_ Except as Otherwise provide in this
Agreement ReNew provides Fie addiuonaJ w•arrariuesexpress of irnpdeecd under this Agruntcra NO WARRANTY OF MERCHANTABILFFY
OR FITNESS FOR A PARTICULAR PURPOSE APPLIES TO SERVICES OR SERVICE ITEMS PROVIDED BY RENEW' UNDER THIS
AGREEMENT_
9. IJMITATIONS OF I ]A [LrFY AND DISC'LA[► FR
9.1 THE TOTAL LIARlLFTY. IFAXY, OF RENEW' ANDITS AFFILIATES' FOR ALL DAMAGES AND BASED ON ALL CLAIMS,
WHETHER ARISING FROM DR RELATING TO BREACH OF CONTRACT, BREACB OF WARRANTY, NEGLIGENCE,
INDEMNITY. STRICT LIABILITY OR OTHER TORT, OR OTHERWISE, ARISING FROM THE SERVICES OR RENEW'
PERFORMANCE OF THE SERV ICFS, IS LIMITED TO AN AMOUNT NOT TO EXCEED THE PRICE STATED IN THIS
AGREEMENT FOR THE SERVICE GFVING RISE TO THE LIABILITY_ THIS LT1vIFTATION SHALL NOT APPLY TO,
9.1.1 CLAIMS OF TANGIBLE PROPERTY DAMAGE REPRESENTING THE ACTUAL COST TO REPAIR OR REPLACE
P1iYSICAL PROPERTY TO THE EXTENT CAUSED BY RENEW NEGLIGENCE OR PROVEN PRODUCT DEFECT;
9AI OUT OF POCKET COSTS INCURRED BY CUSTOMER TO PRDVEDE PATIENT NOTIFICATIONS, REQUIRED BY
LAW. TO THE EXTENT SUCH NOTICES ARE CAUSED BY RENEW' UNAUTHORIZED DISCLOSURE OF PE-M AS
DEFINED BY HIPA., and,
9A3 F1NES+PE NALTIFS LEVIED AGAINST CUSTOMER BY GOVERNMENT AGENCIES CITING RENEW'
UNALTHORI7FT] DISCLOSURE OF PHI AS THE BASIS OF THE FINFJPENALTY; ANY SUCH FINFS OR
PENALTIES CONSTLTUTINU DIRECT DAMAGES_
9.2 IN NO EVENT SHALL RENEW OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT. PUNITIVE, INCIDENTAL,
CONSEQUENTIAL, DR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOST REVENUES OIL PROFITS,
BUSINESS iN TERRUPTION, LOSS OF DATA OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES WHETHER
ARISING FROM BREACH OF CONTRACT- BREACH OF WARRANTY, NEGLLGFNCI- INDEMNITY, ST1UCT LIABILITY
OR OTHER TORT.
1L TAMES
The price staled in the quotation does not include appliejblc safes, excise, use. or other taxes in rffec(ur later levied. Customer shall provide
ReNew with an apprupriate CCemPtiat1 certificate reasonably in advance ofthe effective date, othci wise. ReNew shal l knvone Customer fur thoax:
taxes, end Custcaner sl•uill pay those taxes in accanlancr with the terms of the invoice_
11. INDEPENDENT CONTRAC.TUR
ReNew is CuNiomees independent contractor. not Customer's employee, ages!•, joint venture, Ot partner_ ReNew' employees and ReNew
subochntractors are under ReNew' exclusive direction and conhul. ReNew Isar na liability or re;punsnbirity for and does not warrant Cwtomer's
or Cult EWF's employees' act OF omissions related to any services that are performed by Cltstumcr's entplovees under this auteement.
12. COMPLIANCE
12.1 F&A parry &ball comply wish all laws, rules, anti regulations applicable to the party in connection w'Ith thr pe amanoe of its obligations
itt connection with the transactions contemplated by the quotation, including_ but riot limited tc, those relating to federal and state anti-
dtSeriminaiion laws(including Title Vll OF the Civil Rights Aft OF 1964 as amended, the Rehabititatrm Act of 1973 w amended, and
the VewiaasAcl of 1972 as atnendedj ,E-Verify, fair employment practices, FDA. Mtzlicare fraud and abuse, Lad the Health lnauranee
Portability and Ac%ouaHbilily Act of 1996 ("H1PAA" )_ Heallb care providers arc rrminded that if this Armament includes a discount
6wy must fitly and accueateiy report such discount or loan on reed reports or other applicably claims for payment submiityd under any
federal or state health uaFe pragrtrEL including but not limited to MkAicaFe and Medicaid, as reWinad by federal law (see 42 CER
idle 1.952thf �
112 Basi*+es~<Associate Addc:xfurnJAgreemcnts between. ReNew and Customer_). Customers most curmnl husittessassOciate agTee=rd.
(,LBAA"7 duly executed with ReNew and in effect at the time OILReNewperformance of die sen•ices shall apply and it incurpumted
info this Agreement. to the e4em terrtts expressly set forth in Ar BAA conflict with femur vel furth in this .A&4vement. the terms s�el
faith in the 8AA shall govern in such itstaoc b. Otherwise die terms expressly set forth herein shall apply.
13. CGNFIDENTIALfrV
Each party shall maintain as co.f dential Lny FrIennaliou furJtLLSk d OF disclosud to me party by theotherprnty_ whethtTdrsclusA in writir gordisclustxl
onitly, hetating to tJw business of the disckning VaAy, m raisbatnrrs, tmpkrvees, andltrr its patients, the quolaliuti and. Iltis A�,qremcat and its fe,r,s
including its pricing titre& Each paiy shall use the same degree of rwv to peatecl the cxwtfrdentiali y of the dim1e6Ld infumration as that patty uses to
prnte,.t the confidentiatnty of its own inlurmatnom but rn no CNCd less than a rrr rscvtable amount of cam. Eaclh Pam S1taLl diSLIOsy such cronLdenual
infOnihatiUri only tU its emplchytea having it rwtied to ktLow• such informati.orh to pedbrrn the trat,sactiorts cmatmplakd by this Ak wr ntent-T he disclosing
parry maintains exclusive owrtersbEp ofthe e=fid Shoal i tformatim which it dise:lostn to the receiving party_ and a rtxti4ing party shall he respunsible
for the breach of these contitdentialily terms by any of its npeserNahves or direr Person Fo whom it nay disclose the confidential information- The
Obligation to Fnaintnix the confidentiality of such information shall not exwrrd to information that (a) is or bttixnuvs generally available to the Public
without viakatinn Offlw:--Terras and COnditiens of Service or any other Obligati❑. of cmfidentiality Or (bl is tawfidly obtained by the r"ving Perry
&nmatbird peaty without any breach of=13&ntiality orvioUtiun of law. Notwithstandingthe fi)regoing, in the everhtthat the receiving party isrequirM
by law to disclose any wriftkntial infarmatitxh to a court, gevemncrd dgmr&nord. agency or regukalory burly. the receiving parry may so disclose.
Vendor Services Agreement Page 18 of 26
provkW that it shag to tho extent prrmittdd by applicable tau•, first inform the disEltixiny party of the request ur requircmrnrmt for diScloSurL to allow an
opportunity fur tse d s l0i¢tit party to appty tDr an order to prohibit of rr_sstrict such discloswr. Mevc*vm, nodiing set forth hettirt shall patrhibit Custontrk
fium &w1usmg croufidemral iatormotion rLqu rod: by state ar federal open mrotds laws. to the extent disclosed in comphaace With the Hiles and
prucedures upplicable thereto, inulurling, notifying Rt-New and providing ReNew an opportutity toargue certain ratamrutian may br exempt as a iaulc
su=L ifapplieabte thcreundLi.
14. SUBLONTP- C:TSANDASSIGNi41ENTS
ReM um W su tra:i to service contractors of ReNew' choice anj of ReNew' service obligations to Custumu or other activities perfomred by
ReNew under this A�;eemmt. No such subcontract will release ReNew from those obligations to Customer. Customer may na( assign this
Abrrxement urthe respmisibility forpaymmis due under it witlwut ReNew' prior express written consent which will nut be unreasonably withheld.
JL INSURANCE
Upon Customer roquest_ ReNew will provide a Certificate of ReNew insurance eavenrge.
I6. CENERAL TERMS
16.1 Survival. Customur's ubligolion w pay any money due to ReNew Ltntler this AgMerMrut sutviues cxpentiun or termination of this
Agreem v(. All of ReNew' rights, privileges, end remedies with respect to this Agreement will continue in full force and effect sifter the
end of ehis Agreement.
16.2 Perrormaoce. The €allure of Customer or of ReNew at any time to require the perfurmanae of any obhgation will not atfecr the right to
require such perfmmmance at any time iher after. Course of dealing, cuutse of perfomumc,- course of conduct, prior dealings, usage of
trade, community standards. industry standards. uud custmnary standards and customary praetioe ar interpretation in n a lerd involving the
Service and delivery of Similar or dissimilar Services shall not serve as references in interp�tirsg the terms arsd c7oridHioni of this
A�;ruvmtnt_
16.3 Sc%erabillty. If any provisiun of the Agreement is deemed to bt illegal, mmoforceable, or invalid, in whole ar in part, the validity and
etrforceahility of the renmaining provisions shall nor be affected or impaired and shall ooniinue in full force and efi'ex:L
I6A Coun(erpnrts. This Agreftmrent may be executed in one or more counrerpan copies, each of equal validity, that together constitute one
and the saint instrument Any photocopy or facsimile of this Agreement ue any such cotmterparl is deemed the equivalent of an original
and any such facsirnilcs eonstitutr eeiJenox of the existence of (his Agreement.
163 Governing Law. All transactions contemplated under this Agreement shall be governed by the laws of the state of Tennessee end venue
sisal! lie in the State or Fcdund Courts located in Madison County, Tennessee. EACH PARTY. KNOWINGLY AND AFTER
CONSCiLTATIDN WITH COUNSEL, FOR ITSELF, IT'S SUCCESSSORS' AND ASSIGNS, WAIVES ALL RIGHT TO TRL4L BY
JURY OF ANY CLAIM ARISING WITH RESPECT TO THIS AGREEMENT DR ANY MATTER RELATED 1N ANY WAY
THERETO_
16.6 Entire Agreement. This Ag=rr nt constitutes the entire underS=ding and agreerncui by and between the parties with respeert to the
trail -Bons ootrtirx>pl:rfed by the quoraticm and`or Aitachrnrrtrt A•, and supeesedt any preAeious unde- Ufldinq� or agroemeEiE herwoeu the
parties, whether written or oral, regarding the transactions contunrplated by the quotation artdfor Anachrmni A. No additional tarns,
conditions Constn6, v a ver3, alterat ons, armodifications will be binding unless en wriring and -dgied by the parties_ Cusromer` s additional
ur dif%rent terms and conditiuns. whehur slated in a purchase order ur other ducument issued by Cusiumer, are specifically rejrcted and
wilt not apply to the tsrortsaciioas contemplated by this AgrecmanL
16.7 Additional Terms. Service specific exhibits and any associated attachments are incxnporaled herein as they apply to the services listed on
the quotation arafiw Attachment A and their additional Furors shall apply solely io Customer's purchase of the services specified therein_ if
any terms set forth in an exhibit conflict with tens set forth in these Terms and Conditions of Service, the terms set faith in Ihr exhibit shall
goventL
16.8 TLa parties acknowledge that ih y have read the terms and conditions of dns Agreement, that they know and understand the same,
and that they have the exprm& authority to execute "s. Agreement,
Cusiumer.
By:
Its:
RrN4:w Brarnedicat Scrv'rues. LLC
*ft#1. `kt..L
By: Mary 6te Kellv
Its: Manager, f'nctnmPr Rnlntinnc
Vendor Services Agreement Page 19 of 26
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
Renew Biomedical Services, LLC
2345 F. E. Wright Drive
Jackson, TN 38305
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: Steven Lutz
Position: General Manager
til,.CiV UV 4t4�
Signature
2. Name: Mary Kate Kelly
Position: Manager, Customer Solutions
-M"t dCc L dCe eel
Signature
Name:
Signature of President
Other Title:
Date: 6/17/2025
Vendor Services Agreement Page 20 of 26
1*14,11:3MM11W14t1uIQl011309:11141"RD101IDQ1DILI&IIIWror 11 ulw
FLIRT WORTH,
CITY OF FORT WORTH
CHAPTER 252 EXEMPTION FORM
Instructions: Fill out the entire form with detailed information. Once you have completed this form,
provide it to the Purchasing attorneys for review. The attorneys will review the information you
have provided to determine whether an exemption to Chapter 252's biding requirements is
defensible. Failure to provide sufficient information may result in follow up questions and cause a
delay in the attorney's determination.
Section I: General Information
Requesting Department:
Name of Contract Manager:
Departmental Attorney:
Item or Service sought:
Goods:
Service:
Anticipated Amount:
Vendor:
Current/Prior Agreement for item service:
CSC or Purchase Order 4:
Amount:
Projected M&C Date:
FIRE DEPT
Brenda Ray
Taylor Paris
Suction IV Pumps Mainicnatance and equipment
50,000.00
Renew BioMedical
Yes ❑
[NIA]
(NIA]
NIA]
►�
How will this item or service be used? Suction and IV pump maintenance and replacement
equipment serviced by Renew Biomedical and used by EMS are essential components in the
delivery of emergency and critical care. Their use directly supports our mission of protecting
public health in Fort Worth by enabling fast, safe, and reliable treatment. This work is essential
for the day -today functioning of emergency medical services, and for ensuring Fort Worth's
public safety infrastructure remains robust and responsive.
Has your department started a requisition or otherwise contacted the Purchasing Division related
to obtaining this good/service? Yes ❑ No
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Vendor Services Agreement Page 21 of 26
If yes, please provide requisition number or brief explanation of contact with
Purchasing Division: [N/A]
eels on 2: 1aiined ExeInnIi4Pn and .1UStiflCatit) n IClther Ihan "ole stlnl'CC
NOTE: For suit -sourer exemption retluests, complete Section 3.
Please indicate the non -sole -source exemption you believe applies to the purchase and provide
infonnation to support its applicability. Please refer to the Exemption Primer for detailed
information about common exemptions:
® A procurement necessary to preserve or protect the public health or safety of the City
of Fort Worth's residents:
❑ A procurement necessary because of unforeseen damage to public machinery.
equipment, or other property;
❑ A procurement for personal, professional. or planning services.
❑ A procurement for work that is performed and paid for by the day as the work
progresses;
❑ A purchase of land or a right-of-way,
❑ Paving drainage, street widening, and other public improvements, or related matters, if
at least one-third of the cost is to be paid by or through special assessments levied on
property that will benefit from the improvements;
❑ A public improvement project, already in progress, authorized by the voters of the
municipality, for which there is a deficiency of funds for completing the project in
accordance with the plans and purposes authorized by the voters;
❑ A payment under a contract by which a developer participates in the construction of a
public improvement as provided by Subchapter C, Chapter 212;
❑ Personal property sold:
■ at an auction by a state licensed auctioneer;
■ at a going out of business sale held in compliance with Subchapter F,
Chapter 17. Business & Commerce Code:
• by a political subdivision of this state, a state agency of this stale, or an
entity of the federal government; or
• under an interlocal contract for cooperative purchasing administered by a
regional planning commission established under Chapter 391;
Page 2 of 6
Vendor Services Agreement Page 22 of 26
❑ Services performed by blind or severely disabled persons;
❑ Goods purchased by a municipality for subsequent retail sale by the municipality;
❑ Electricity; or
❑ Advertising, other than legal notices.
Please provide details and facts to explain why you believe the exemption applies to the
purchase. You may also attach documentation to this form. Renew Biomedical ensures that
suction units and IV pumps: Are calibrated to manufacturer specifications. Have worn parts
replaced (e.g., batteries, seals, Valves, sensors). Undergo safety checks to verify proper suction
pressure or infusion flow. Are cleaned, tested, and certified for safe use. Replacement
Equipment Supply When devices are beyond repair or need to be upgraded, Renew provides:
Replacement IV infusion pumps (like Sapphire models). Portable suction units used in
ambulances and emergency rooms. Documentation for compliance and asset tracking. Suction
Pumps Used in ambulances. ERs, and ICUs to clear airways of blood, vomit, or secretions.
Critical for trauma care, cardiac arrest, overdose, or stroke patients. Must function immediately;
failure can result in asphyxiation or delayed intubation. The maintenance and replacement of
suction and IV pumps by Renew Biomedical ensures that MedStar/FiRE EMS can: Deliver
reliable, life-saving care to Fort Worth residents. Maintain equipment readiness for thousands of
emergency responses. Protect public health through compliant and efficient operations
Section 3: Claimed Stile -Source F.xemnlion and Justification
NOTE: For all non -sole -source exemption requests, complete Section 2.
Please indicate the sole -source exemption you believe applies to the purchase and provide
information to support its applicability. Please refer to the Exemption Primer for detailed
information about common exemptions
❑ •A procurement of items that are available from only one source, including:
■ items that are available from only one source because of patents, copyrights,
secret processes, or natural monopolies:
• films. manuscripts, or books;
• gas, water, and other utility services;
• captive replacement parts or components for equipment;
■ books, papers, and other library materials for a public library that are
available only from the persons holding exclusive distribution rights to the
materials; and
■ management services provided by a nonprofit organization to a municipal
museum, park, zoo, or other facility to which the organization has provided
significant financial or other benefits;
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Vendor Services Agreement Page 23 of 26
How did you determine that the item or service is only available from one source?
Click or tap here to enter text.
Attach screenshots and provide an explanation of any independent research you conducted,
through internet searches, searching cooperatives, or discussions with others knowledgeable on
the subject matter that corroborate that the item is available only from a single source.
Did sonic: c ogp_res4rrh. but enuldn't find fliem to bo part of any.
Did you attach a sole source justification letter? ® Yes ❑ No
Describe the uniqueness of the item or service (e.g. compatibility or patent issues, etc.).
Section 4:_ Attorney Determination
With the facts provided by the department, is the use of the claimed exemption defensible if the
City were to be challenged on this purchase? laYes ❑No.
Was there anything attached to this form that was relied on in making this determination?
❑ Yes ONo.
If yes, please explain: [DESCRIBE ATTACIIMENTS CONSIDERED]
Was there anything not included on this form or attached hereto that was relied on in making this
determination? Dyes ®No.
If yes, please explain:[EXPLAIN OUTSIDE SOURCE OF INFORMATION]
Approved By:
,(9 Date:bd4/25
Amama Muhammad i Jessika Williams
Assistant City Attorney
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Vendor Services Agreement Page 24 of 26
EXEMPTION FORM PRIMER
Below are explanations and examples of common exemptions that could apply to City purchases.
If you have questions about the information provided or need additional information, please
contact your department's assigned attorney or the appropriate purchasing attorney.
PUBLIC HEALTH & SAFETY - A procurement necessary to preserve or protect the
public health or safety of the municipality's residents;
Examples of activities that have been found to fall within this exception include ambulance
services; solid waste collection and disposal; and first -responder safety equipment such as
breathing apparatus for fit rc fighters and but let -proof vests for police officers.
■ UNFORESEEN DAMAGES - A procurement necessary because of unforeseen damage
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 services for routine maintenance or
replacement of old, wom out roofs or windows would not meet this exception.
■ PERSONAL, PROFESSIONAL, OR PLANNING SERVICES
Personal services are ones that are unique to the individual providing them. Therefore,
personal services contract cannot generally be subcontracted or assigned.
Professional services are not defined under Chapter 252, so there is no precise definition
to follow. There is no universal definition of this term. however. "several cases suggest
that it... is 'predominately mental or intellectual, rather than physical or manual."' Tex.
Atty Gen Op. dM-940 (1988) (quoting Alar)•land Casualty Co. v. Crav Water Co.. 160
S.W. 2d 102 (Tex. Civ. App.—Eastland 1942. no writ). The Texas Attorney General has
also opined that "professional services" no longer includes only the services of lawyers,
physicians, or theologians, but also those members of disciplines requiring special
knowledge or attainment and a high order of learning, skill, and intelligence. Id.
Facts needed to support a professional service exemption include the specialized
requirements of that profession and the mental and intellectual skill required by the person
while performing the service. Purchases of goods are not professional services.
SOLE SOURCE — A procurement for items available only from one source
This exemption is commonly referred to as the sole source exemption. In determining
whether a purchase is of a good or service that is available from one source, you should
not consider price or time to receive the good or service. A sole source does not exist solely
on the basis of personal or departmental preference or a desire to keep all units the same
brand or make. The information needed to support this exemption is that no other provider
can provide the service or category of good except for the vendor you are proposing. Some
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Vendor Services Agreement Page 25 of 26
examples of sole source purchases include service agreements when only one vendor is
authorized to work on the equipment by the manufacturer and allowing another vendor
would void the warranty; purchase of a good that is copyrighted or trademarked and only
provided by one vendor.
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Vendor Services Agreement Page 26 of 26