HomeMy WebLinkAboutContract 63579Docusign Envelope ID: 3806AAEA-6E17-4323-BOF7-7DA1D68EOFF4 CSC No. 63579
UTSW Contract ID #FY2025-REV-07826-NP
FORTWORTM.,
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 THE UNIVERSITY OF TEXAS
SOUTHWESTERN MEDICAL CENTER, an agency and public institution of higher education
established under the laws of the State of Texas ("Vendor"), acting by and through its duly authorized
representative, each individually referred to as a "party" and collectively referred to as the "parties."
WHEREAS, the Metropolitan Area EMS Authority d/b/a MedStar Mobile Healthcare
("Authority") was a governmental administrative agency created through the Interlocal Cooperative
Agreement between local governments ("Member Cities") under the provisions of Section 773.051 of the
Texas Health and Safety Code and the provisions of Chapter 791 of the Texas Government Code to
administer and operate a pre -hospital emergency medical services ("EMS"), mobile integrated healthcare,
and medical transportation system ("EMS System"); and
WHEREAS, the Authority and Vendor executed an Associate Medical Director Professional
Services Agreement dated effective as of March 1, 2024 for UTSW to provide the professional services of
Brian Miller, M.D. as Associate Medical Director (UTSW Contract ID #FY2024-REV-03647-NP); and
WHEREAS, the Member Cities agreed to dissolve the Authority and transition all EMS System
services from the Authority over to a fire -based delivery model provided by the City; and
WHEREAS, the City now wishes to engage Vendor to provide the professional services of Brian
Miller, M.D., as Associate Medical Director, subject to the following terms and conditions.
NOW, THEREFORE, the parties mutually agree as follows:
1. Scope of Services. Vendor will provide the City with the professional services of Brian
Miller, M.D. ("Dr. Miller"), an employee of Vendor, as an Associate Medical Director for the City
and its EMS System ("Services"), which are set forth in more detail in Exhibit "A"— Scone of
Services, attached hereto and incorporated herein for all purposes. This Agreement supersedes and
terminates the Associate Medical Director Professional Services Agreement between the Authority
and Vendor dated effective as of March 1, 2024 (UTSW Contract ID #FY2024-REV-03647-NP.
2. Term. The initial term of this Agreement will be for three (3) months, beginning July 1,
2025 ("Effective Date") and ending September 30, 2025 (the "Initial Term"). The Initial Term
enables the Agreement to start before the City's fiscal year and align the renewal terms of the
Agreement with the City's fiscal year. After the Initial Term, the Agreement will automatically
renew for up to five (5) successive one-year renewal terms (each a "Renewal Term") (the Initial
Term and any Renewal Terms shall collectively be referred to herein as the "Term"), with the first
Renewal Term beginning October 1, 2025 and ending September 30, 2026, unless terminated
OFFICIAL RECORD
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FT. WORTH, TX
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earlier by either party in accordance with this Agreement. City will give written notice of non -
renewal to Vendor at least ninety (90) days before the end of the current term.
3. Comuensation and Exuenses.
3.1 Total compensation under this Agreement will not exceed $50,646.93 for the
Initial Term as provided in Section 2 above. Thereafter, the total compensation under this
Agreement will not exceed $270,000.00 for the first Renewal Term after the Initial Term, or any
subsequent Renewal Term, inclusive of all services and obligations contemplated by the terms of
this Agreement. Compensation for the Scope of Services detailed in Exhibit A will be in the amount
of $219,620.50 for the first Renewal Term and shall increase thereafter by three percent (3%)
annually as further detailed in Exhibit B to this Agreement.
3.2 Membership Dues. City shall reimburse Vendor for the costs of membership for
Dr. Miller for the following organizations: the National Association of EMS Physicians and its
Texas chapter. Should these membership dues cover a period extending before or beyond the
scheduled term of this Agreement, reimbursement shall be made on a pro-rata basis only for those
months of membership which are coterminous with this Agreement.
3.3 Conference Attendance. City shall reimburse Vendor for conference registration
as well as reasonable travel and lodging expenses of Dr. Miller at the annual NAEMSP and Texas
NAEMSP conferences, in accordance with City policies.
3.4 Special Events. The City shall reimburse Vendor for additional on -site services
provided by Dr. Miller at the request of City, including but not limited to special events, provided
such activities receive advanced approval in writing by the City's Medical Director and are funded
through payments received by the City from third -party entities contracting for such additional on -
site services.
3.5 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"—
Pavment Schedule. which is attached hereto and incorporated herein for all purposes.
3.6 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 ninety (90) 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.
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4.3 Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the scheduled 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 within thirty (30) days (i) return all City -provided data to City in a machine-
readable format or other format deemed acceptable to City or (ii) destroy the City -provided data if
requested by the 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 Non-Exclusivitv/Conflicts of Interest. Vendor's engagement hereunder is not
exclusive. Vendor and Dr. Miller may provide professional services to other entities so long as the
City's Medical Director is satisfied that Dr. Miller's other engagements do not create a conflict of
interest or impede or interfere with Vendor's and Miller's performance under this Agreement.
5.3 Confidential Information. Vendor, for itself and its officers, agents and employees
("Representatives"), 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 for a period of three (3) years after receipt thereof.
Notwithstanding anything to the contrary set forth in this Agreement, Vendor's obligations
pursuant to this Agreement shall not apply to any City Information which: (1) is or becomes
publicly available or part of the public domain through no fault of Vendor or its Representatives;
(2) is specifically authorized in writing by the City to become publicly known; (3) is rightfully
received from a third party authorized by the City to receive such information without restriction
and without breach of this Agreement; (4) was already known to Vendor without restriction, prior
to receipt from the City; (5) is required to be disclosed by law, rule, or regulation; or (6) is
developed independently by Vendor or its Representatives by personnel not having access to the
City Information. In the event that information is required to be disclosed pursuant to subsection
(5), Vendor shall notify City to allow City to assert whatever exclusions or exemptions may be
available to it under such law or regulation.
5.4 Public Information Act. The parties strictly adhere to all statutes, court decisions
and the opinions of the Texas Attorney General with respect to disclosure of public information
under the Texas Public Information Act ("TPIA"), Chapter 552, Texas Government Code. In
accordance with Section 552.002 of TPIA and Section 2252.907, Texas Government Code, and at
no additional charge to either party, the parties will make any information created or exchanged
with the other party pursuant to this Agreement (and not otherwise exempt from disclosure under
TPIA) available in a format reasonably requested by the requesting party that is accessible by the
public. The above notwithstanding, the City is a government entity under the laws of the State of
Texas and all records held or maintained for City are subject to disclosure under the TPIA. 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
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decided by City, but by the Office of the Attorney General of the State of Texas or by a court of
competent jurisdiction.
5.5 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 promptly 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 reasonably
cooperate with City to protect such City Information from further unauthorized disclosure.
6. Right to Audit. To the extent permitted by applicable law, 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 (3) 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 — TO THE EXTENT AUTHORIZED BY THE CONSTITUTION
AND LAWS OF THE STATE OF TEXAS. VENDOR WILL BE LIABLE AND RESPONSIBLE
FOR ANYAND ALL PROPERTY LOSS, PROPERTY DAMAGE AND PERSONAL INJURY,
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 VENDOR GENERAL INDEMNIFICATION — TO THE EXTENT
AUTHORIZED BY THE CONSTITUTION AND LAWS OF THE STATE OF TEXAS,
VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY AND HOLD
HARMLESS CITY, ITS OFFICERS, AGENTS, REPRESENTATIVES, SERVANTS, AND
EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY
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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 CA USED BY
THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS
OFFICERS, AGENTS, REPREENTATIVES, SERVANTS, EMPLOYEES, CONTRACTORS,
OR SUBCONTRACTORS.
CITY GENERAL INDEMNIFICAITON - TO THE EXTENT NOT OTHERWISE
PRHOHIBITED BY TEXAS LAW, CITY HEREBY COVENANTS AND AGREES TO
INDEMNIFY AND HOLD HARMLESS VENDOR, ITS OFFICERS, AGENTS,
REPRESENTATIVES, SERVANTS, AND EMPLOYEES, FROMAND AGAINST ANYAND
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 ANYAND
ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO
THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR
MALFEASANCE OF CITY, ITS OFFICERS, AGENTS, REPREENTATIVES, SERVANTS,
EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. THE ABOVE
NOTWITHSTANDING, THIS PROVISION SHALL NOT BE CONSTRUED TO
REQUIRE CITY TO ESTABLISH OR MAINTAIN A SINKING FUND OR SIMILAR
FINANCIAL RESERVE, AND THE PARTIES ACKNOWLEDGE AND AGREE THAT
THE CITY SHALL HAVE NO SUCH OBLIGATION.
9. Assignment and Subcontracting.
9.1 Assignment. Neither party will assign or subcontract any of its duties, obligations
or rights under this Agreement without the prior written consent of the non -assigning party. 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. Alternatively, Vendor may provide the City with
documentation to demonstrate that Vendor is sufficiently self -insured.
10.1 Coverage and Limits
(a) Because Vendor is an agency of the State of Texas, liability for the tortious
conduct of the agents and employees of Vendor (other than medical liability of
medical staff physicians) is provided for solely by Chapters 101 and 104 of the
Texas Civil Practice and Remedies Code.
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(b) Employees of The University of Texas System are provided Workers'
Compensation coverage under a self -insuring, self -managed program as
authorized by V.A.C.S., Article 8309d.
(c) Vendor agrees to maintain in force during the term of this Agreement
professional medical liability coverage for all Vendor physicians performing
services under this Agreement in an amount of $500,000 per occurrence and
$1,500,000 aggregate, pursuant to The University of Texas System Professional
Medical Liability Benefit Plan and under authority of Section 59.01, Texas
Education Code.
10.2 General Requirements
(a)
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, 100 Fort Worth Trail, Fort Worth, Texas 76102, with copies to the
Fort Worth City Attorney at the same address.
(b) Any failure on the part of City to request required insurance
documentation will not constitute a waiver of the insurance requirement.
(c) Certificates of Insurance or applicable documentation 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.
Notwithstanding the insurance requirements set forth in this Agreement, the City, as a self -insured entity
or by obtaining an auto liability policy, shall provide Dr. Miller with coverage for losses arising out of the
use of a City -owned automobile only while conducting City business. This coverage, as it applies, will be
solely through its existing self-insurance fund or a separately procured auto liability policy, in accordance
with the City's established policies, and only when the vehicle is operated within the course and scope of
Dr. Miller's duties under this Agreement. This coverage shall not apply to losses that arise outside of
Vendor's scope of Services or to acts by Vendor determined to be gross negligence, willful misconduct, or
intentional wrongdoing, nor for punitive damages at a final verdict, if pled, in a lawsuit arising from a claim.
Coverage shall be limited to the applicable limits of the City's self-insurance fund or any auto liability
policy procured for this purpose. This provision shall not create any additional obligations for the City
beyond those established under its existing risk management framework.
11. Comuliance with Laws. Ordinances. Rules and Regulations. Each party 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. Nothing contained in this Agreement shall be construed to require
the commission of any act contrary to law.
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12. Non -Discrimination Covenant. Each party, for itself, its personal representatives,
assigns, contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees
that in the performance of its 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. TO THE EXTENT
AUTHORIZED BY THE CONSTITUTION AND LAWS OF THE STATE OF TEXAS: 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 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 the Fort Worth City Attorney's
Office at the same address
To VENDOR:
The University of Texas Southwestern Medical
Center
5323 Harry Hines Blvd.
Dallas, TX 75390-9013
Attention: Executive VP for Business Affairs
with a copy to:
The University of Texas Southwestern Medical
Center
5323 Harry Hines Blvd.
Dallas, TX 75390-9056
Attention: Legal Contract Services
Email: contractsna utsouthwestern.edu
14. Solicitation of Emnlovees. Neither City nor Vendor will, during the term of this
Agreement and additionally for a period of six (6) months 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,
neither party waives or surrenders 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.
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17. Governing Law. This Agreement will be construed in accordance with the laws of the
State of Texas.
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. 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, including the attached exhibits.
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 the attached exhibits, contains the
entire understanding and agreement between City and Vendor, their assigns and successors in interest, as
to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared
null and void to the extent in conflict with any provision of this Agreement.
24. Counteruarts. This Agreement may be executed in one or more counterparts and each
counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute
one and the same instrument.
25. Intentionally omitted.
26. Immigration and 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 (1-9). Upon request by City, Vendor will provide City with copies of all 1-9
forms and supporting eligibility documentation for each employee who performs work under this
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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. TO THE EXTENT AUTHORIZED BY THE CONSTITUTION AND LAWS
OF THE STATE OF TEXAS, 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. Ownershin of Work Product.
27.1 City acknowledges that Dr. Miller is an employee of the University of
Texas Southwestern Medical Center ("UT Southwestern") and as such, an employee of the State
of Texas, and is subject to the Rules and Regulations of the Board of Regents of the University of
Texas System ("Board's Rules") and UT Southwestern policies, including Board's Rules and UT
Southwestern policies concerning outside activities, conflicts of interest, and intellectual property.
Nothing in the Agreement shall be construed as requiring Dr. Miller to violate any obligations or
responsibilities Dr. Miller may have under Board's Rules and UT Southwestern policies.
27.2 Dr. Miller may disclose to City any information that Dr. Miller would
normally freely disclose to other members of the scientific community at large, whether by
publication, by presentation at seminars, or in informal scientific discussions. Dr. Miller, however,
shall not disclose to City information that (i) is confidential information of or proprietary to UT
Southwestern or (ii) is not generally available to the public, except through formal UT
Southwestern technology transfer procedures.
27.3 City specifically acknowledges that, under the Board's Rules regarding
intellectual property, Dr. Miller has agreed to and has assigned to the Board of Regents of the
University of Texas System all intellectual property related to Dr. Miller's employment
responsibilities at UT Southwestern. Board's Rules apply to all types of intellectual property
including, but not limited to, any invention, discovery, creation, know-how, trade secret,
technology, scientific or technological development, research data, works of authorship, and
computer software regardless of whether subject to protection under patent, trademark, copyright,
or other laws; however, the Board of Regents generally will not assert an ownership interest in the
copyright of scholarly or educational materials, artworks, musical compositions, and literary works
related to the author's academic or professional field (regardless of medium of expression,
including software), or in software integral to the presentation of such copyrightable content.
27.4 The parties agree that City shall have no rights by reason of the Agreement
in any publication, invention, discovery, improvement, or other intellectual property whatsoever,
whether or not publishable, patentable, or copyrightable, which is developed as a result of a
program of research financed, in whole or in part, by funds provided by or under the control of UT
Southwestern. The parties also acknowledge and agree that City will enjoy no priority or advantage
as a result of this Agreement in gaining access, whether by license or otherwise, to any proprietary
information or intellectual property that arises from any research undertaken by Dr. Miller in his
capacity as an employee of UT Southwestern.
27.5 Nothing in the Agreement shall affect Dr. Miller's right to use,
disseminate, or publish any information that (i) is or becomes available to the public through no
breach of the Agreement by Dr. Miller; (ii) is obtained by Dr. Miller from a third party who had
the legal right to disclose the information to Dr. Miller; (iii) is already in the possession of Dr.
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Miller on the date the Agreement becomes effective; or (iv) is required to be disclosed by law,
government regulation, or court order, provided that Dr. Miller takes reasonable steps to provide
City with sufficient prior notice to allow City to consent to the disclosure or seek a protective order.
In addition, City's confidential information does not include information generated by Dr. Miller
(whether alone or with others) unless Dr. Miller generated the information (i) during the course of
performing services for City under the Agreement and (ii) outside the course of Dr. Miller's
activities as a UT Southwestern employee.
27.6 City acknowledges and agrees that nothing in the Agreement shall affect
Dr. Miller's obligations to UT Southwestern, Dr. Miller's research on behalf of UT Southwestern,
Dr. Miller's ability to submit and publish the results of UT Southwestern research, or research
collaborations in which Dr. Miller is a participant, and that the Agreement shall have no effect upon
transfers (by way of license or otherwise) to third parties of materials or intellectual property
developed in whole or in part by Dr. Miller as a UT Southwestern employee. 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, except for any work product related to Dr. Miller's position at UT Southwestern
(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 excluding
any rights related to Dr. Miller's position at UT Southwestern. 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
the foregoing, Vendor and its personnel may publish peer -reviewed articles based on work
performed under this Agreement, provided that such publications do not disclose confidential City
information without prior written consent. The City acknowledges that copyright for such articles
is typically assigned to the publishing journal and does not assert ownership over the published
work itself."
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 Comnanv 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 Boveott of Israel. If Vendor has fewer than 10 employees or this Agreement is for
Vendor Services Agreement Page 10 of 15
Docusign Envelope ID: 3806AAEA-6E17-4323-BOF7-7DA1D68EOFF4
UTSW Contract ID #FY2025-REV-07826-NP
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 this Agreement. The terms "boycott
Israel" and "company" have the meanings ascribed to those terms in Chapter 2271 of the Texas Government
Code. 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 Bovcotting EneYgV Companies. 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 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. If
Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not
apply. 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 this Agreement against a firearm entity or
firearm trade association. To the extent that Chapter 2274 of the Government Code is applicable to
this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written
verification to the City that Vendor: (1) does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association; and (2) will not discriminate
against a firearm entity or firearm trade association during the term of this Agreement.
33. Dispute Resolution. To the extent that Chapter 2260, Texas Government Code, is
applicable to this Agreement and is not preempted by other applicable law, the dispute resolution process
provided for in Chapter 2260 and the related rules adopted by the Texas Attorney General pursuant to
Chapter 2260, will be used by Vendor and City to attempt to resolve any claim for breach of contract made
by City that cannot be resolved in the ordinary course of business. The chief business officer of a party will
examine the other party's claim and any counterclaim and negotiate with the other party in an effort to
resolve such claims. The parties specifically agree that (i) neither the execution of this Agreement by either
party nor any other conduct, action or inaction of any representative of either party relating to this
Agreement constitutes or is intended to constitute a waiver of a party's or the state's sovereign immunity to
suit; and (ii) neither party has not waived its right to seek redress in the courts.
34. Use of Name. Neither party will make any press releases, public statements, advertisement
or other promotional materials using the name or logo of the other party or the name of any employee of
the other party, or referring to the Agreement, without the prior written approval of the other party. For
Vendor, requests for prior written approval of any such releases, public statements, advertisements or other
promotional materials must be directed to UT Southwestern's Executive Vice President for Institutional
Advancement.
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35. LIMITATIONS. THE PARTIES ARE AWARE THAT THERE ARE CONSTITUTIONAL AND
STATUTORY LIMITATIONS ON THE AUTHORITY OF VENDOR (A STATE AGENCY) TO ENTER INTO CERTAIN
TERMS AND CONDITIONS THAT MAY BE PART OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO,
THOSE TERMS AND CONDITIONS RELATING TO LIENS ON VENDOR'S PROPERTY; DISCLAIMERS AND
LIMITATIONS OF WARRANTIES; DISCLAIMERS AND LIMITATIONS OF LIABILITY FOR DAMAGES; WAIVERS,
DISCLAIMERS AND LIMITATIONS OF LEGAL RIGHTS, REMEDIES, REQUIREMENTS AND PROCESSES;
LIMITATIONS OF PERIODS TO BRING LEGAL ACTION; GRANTING CONTROL OF LITIGATION OR SETTLEMENT
TO ANOTHER PARTY; LIABILITY FOR ACTS OR OMISSIONS OF THIRD PARTIES; PAYMENT OF ATTORNEYS'
FEES; DISPUTE RESOLUTION; INDEMNITIES; AND CONFIDENTIALITY (COLLECTIVELY, THE "LIMITATIONS"),
AND TERMS AND CONDITIONS RELATED TO THE LIMITATIONS WILL NOT BE BINDING ON VENDOR EXCEPT
TO THE EXTENT AUTHORIZED BY THE LAWS AND CONSTITUTION OF THE STATE OF TEXAS.
36. Electronic Signatures. This Agreement may be executed by electronic signature, which
will be considered as an original signature for all purposes and have the same force and effect as an original
signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions
(e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via
software such as Adobe Sign.
(signature page follows)
(remainder of this page intentionally left blank)
Vendor Services Agreement Page 12 of 15
Docusign Envelope ID: 3806AAEA-6E17-4323-BOF7-7DA1D68EOFF4
UTSW Contract ID #FY2025-REV-07826-NP
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples.
VOL w4�
By: Valerie /q�hinptnn LI )
Name: Valerie Washingto
Title: Assistant City Manager
Date: 07/02/2025
VENDOR:
[THE UNIVERSITY OF TEXAS
SOUTHWESTERN MEDICAL CENTER:
F
ocuSignneedd by::By:
Name: Kennet%'iMGiTgh�
Title: f Assistant Vice President of Budget and
Resource Plannini
Date: 6/26/2025
FOR CITY OF FORT WORTH INTERNAL PROCESSES:
Approval Recommended: 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
By: and reporting requirements.
Name: Or. Jeffrey L. Jarvis
Title: [Medical Director, OMO
Attest: 4 B
F �°R?gnay' —
a;o= 4,96w Name: [Dwayne Howertorli
Aye o=� Title: Assistant Director, OMO
°°nn'�o" 4o4a
By:
Name: Jannette Goodall Approved as to Form and Legality:
Title: City Secretary
Contract Authorization: By:
M&C: 125-0354 Name: Taylor C. Paris
Date M&C Approved: 4-22-25 Title: Assistant City Attorney
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Vendor Services Agreement Page 13 of 15
Docusign Envelope ID: 3806AAEA-6E17-4323-BOF7-7DA1D68EOFF4
UTSW Contract ID #FY2025-REV-07826-NP
EXHIBIT A
SCOPE OF SERVICES
Dr. Miller shall assist the City of Fort Worth Medical Director ("Medical Director") in providing medical
direction, consultation, training, and oversight for all clinical aspects of the City's EMS System and the
First Responder Organizations in the EMS System, all of which requires physician expertise in emergency
medicine and emergency medical services. Dr. Miller will, at all times, act as an employee of Vendor and
as an independent contractor of the City.
Dr. Miller shall devote on average three days a week during business hours supporting the duties of the
Medical Director and the City's Office of the Medical Director ("OMD"). It is expected that Dr. Miller may
be unavailable for up to 15 scheduled workdays during a calendar year. Dr. Miller will obtain prior approval
from the Medical Director if unable to meet his business hour requirements for a full week, unless on
account of illness. Dr. Miller shall also be available during non -business hours to assist the Medical Director
in providing online medical control in an equitable fashion shared among OMD physicians to support City
staff and field personnel. If Dr. Miller is unavailable for a consecutive 21-day period ("Extended Absence"),
the fees paid Vendor under this Agreement will be reduced on a pro rata basis.
If the current three (3) -physician rotation for online medical control is modified after the Effective Date of
this Agreement, and the City requests Dr. Miller to provide services in addition to cover for any vacant
physician positions, City and the Vendor will cooperate to ensure an equitable distribution of
responsibilities among the remaining OMD physicians; provided, however, that the parties will negotiate
additional compensation or other necessary adjustments for the Services of Dr. Miller in order to account
for any increased workload, subject to City of Fort Worth Council authorization and appropriation. Any
such modifications to compensation for the Services will be memorialized by the parties in a written
amendment signed by an authorized representative of each party.
The City shall reimburse Vendor for additional on -site services provided by Dr. Miller at the request of
City, including but not limited to special events, provided such activities receive advanced approval in
writing by the City's Medical Director and are funded through payments received by the City from third -
party entities contracting for such additional on -site services. Such additional on -site services provided by
Dr. Miller are typically set at a rate of $250/hour, but may vary depending on the special event.
The Medical Director is the administrator of this Agreement and Dr. Miller' performance shall be reviewed
regularly and annually by the Medical Director, who shall seek input from the City's management team,
the Medical Control Advisory Board ("MCAB") and the EMS Advisory Board ("EAB") as part of such
review. Vendor and Dr. Miller will be promptly informed of any dissatisfaction with Dr. Miller'
performance under this Agreement that is not resolved to the City's satisfaction through the processes in
this Agreement.
Dr. Miller is expected to perform consistent with the policies and procedures of the City and OMD and with
the privacy, safety (including drug use and testing), security, anti -discrimination, and anti -harassment
policies and procedures of the City; provided that where those policies and procedures may be inconsistent
with the terms of this Agreement, this Agreement shall control.
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EXHIBIT B
PAYMENT SCHEDULE
In consideration of the professional services rendered by Dr. Miller under this Agreement, during the Initial
Term, the City shall pay Vendor a monthly fee of $16,882.31, paid in arrears by electronic funds transfer
no later than the last day of each calendar month. For any Renewal Term, the City shall pay Vendor a
monthly fee based on the Fiscal Year and in accordance with the Fee Schedule provided below, paid in
arrears by electronic funds transfer no later than the last day of each calendar month.
Vendor shall provide the City with the necessary authorizations for such direct deposits. As provided in
Section 3.1 of the Agreement, the amount of compensation for the Services shall increase by three percent
(3%) annually with an effective date of October 1 in accordance with the following Fee Schedule:
Fiscal Year Requested Funding
FY26
$219,620
FY27
$226,209
FY28
$232,995
FY29
$239,985
FY30
$247,184
Should Vendor wish to otherwise request an increase in the fee for services, Vendor must do so by March
1 st of the calendar year, with a proposed effective date of October 1 of that year, with any such increase to
be memorialized by a written amendment to this Agreement.
The City may, at its discretion and in accordance with its standard policies and budgetary provisions for the
Office of the Medical Director, make certain resources available to Vendor in support of Dr. Miller's duties
under this Agreement. Such resources may include access to City -owned vehicles, mobile devices, email
accounts, and data systems, as determined necessary by the City. The provision, use, and administration of
these resources shall be governed by the City's internal policies and procedures and shall not be considered
contractual obligations under this Agreement.
In no event will City pay Vendor an amount that exceeds $50,646.93 during the Initial Term, or an amount
that exceeds $270,000.00 for any Renewal Term of this Agreement, unless otherwise modified by the
parties in a written, signed, amendment to this Agreement.
Vendor Services Agreement Page 15 of 15
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 04/22/25 M&C FILE NUMBER: M&C 25-0354
LOG NAME: 14EMPLOYMENT AGREEMENT EMS MEDICAL DIRECTOR
SUBJECT
(ALL) Authorize Execution of an Employment Agreement with Dr. Jeffrey Jarvis for Employment as the City of Fort Worth Emergency Medical
Services Medical Director with an Initial 10-Year Term and in the Amount of $270,000.00 Annually and Authorize Execution of Vendor Service
Agreements with the University of Texas Southwestern Medical Center and Integrated Emergency Services Physician Group, P.A. to Provide the
City with the Services of Associate Medical Directors for the Office of Medical Director in an Annual Amount Not to Exceed $102,000.00 for the
Initial Term and $440,000.00 for any Renewal Term, Collectively
RECOMMENDATION:
It is recommended that City Council:
1. Authorize execution of an employment agreement with Dr. Jeffrey Jarvis to hire Dr. Jarvis as an employee of the City of Fort Worth and the
City of Fort Worth Emergency Medical Services Medical Director, and department head over the City of Fort Worth Office of Medical
Director, in the amount of $270,000.00 annually; and
2. Authorize execution of vendor services agreements with the University of Texas Southwestern Medical Center and Integrated Emergency
Services Physician Group, P.A. to provide the City with the services of associate medical directors, as independent contractors, to assist the
City's Emergency Medical Services Medical Director and the Office of Medical Director in an amount not to exceed $102,000.00 for the
Initial Term and $440,000.00 for any renewal term, collectively.
DISCUSSION:
In 1988, the City of Fort Worth (City) and certain other local jurisdictions came together to create a regional ambulance and emergency medical
services (EMS) agency known as the Area Metropolitan Ambulance Authority, d/b/a Medstar, (the Authority) through the adoption of a uniform EMS
ordinance and interlocal cooperative agreement under the provisions of Section 773.051 of the Texas Health and Safety Code and pursuant to
Ordinance Number 10094. Known as the Metropolitan Area EMS Authority and operating under the trade name MedStar Mobile Healthcare, the
Authority operated under the Restated and Amended Interlocal Cooperative Agreement executed in 2020 (Fort Worth City Secretary Contract No.
54348; hereinafter, the Agreement) and an updated uniform EMS ordinance. The Agreement provided that the Authority would continue in
existence until all units of governments that are party to the Agreement (the Member Cities) withdraw from the Agreement.
The Member Cities have, pursuant to the Memorandum of Understanding and Agreement (MOUA) executed by each Member City (Fort Worth City
Secretary Contract No. 62555) agreed to: withdraw from and terminate the Agreement; dissolve the Authority; and designate the City as the
licensed EMS Provider for the Member Cities' jurisdictions. Pursuant to the MOUA, the Authority will continue to exist, operate and serve as the
EMS Provider for the Member Cities in a transitional capacity until at least July 1, 2025 (the Transition Period) under the management and control
of the City.
It remains in the best interests of the public health and welfare of the people of the Member Cities' jurisdictions to have available to them a
regulated EMS System with an exclusively contracted EMS Provider. Therefore, the City has established an EMS division through the City of Fort
Worth Fire Department to operate a new EMS System and provide services to the people of the jurisdictions who execute an EMS Interlocal
Agreement with the City, each a "Client City."
The Texas Administrative Code, Title 25, Part 1, Chapter 157, and specifically § 157.11(c)(6)(L), requires the City, as the applying entity for its
EMS Provider license, to provide a copy of a signed contract or agreement with a physician who is currently licensed in the state of Texas to be
employed as its Medical Director. As a result, a formal, written, agreement for the City's EMS Medical Director is required.
The purpose of this Mayor and Council Communication (M&C), in part, is to authorize the City to engage Dr. Jeffrey Jarvis as a City of Fort Worth
employee and to authorize execution of the employment agreement. Dr. Jarvis is a physician who is licensed in Texas and board certified in
emergency medicine and currently serves as the Chief Medical Officer and Medical Director for the Authority. Dr. Jarvis has agreed to serve as the
Chief Medical Officer and Medical Director for the City's EMS system (the Medical Director). Additionally, by and through Ordinance No. 27372-
12-2024, adopted by the City Council on December 10, 2024, the City established a new department, the Department of Office of the Medical
Director (OMD), which shall be responsible for serving as the clinical office through which the Medical Director carries out his rights, duties, and
obligations under the City's Uniform EMS Ordinance and the City's EMS Interlocal Agreements.
Dr. Jarvis, as the Medical Director, will be the head of the OMD and subject to the authority of the City of Fort Worth City Council and the City of
Fort Worth City Manager and Assistant City Managers. The Medical Director is charged with providing medical direction and oversight,
consultation, training, education, clinical quality assurance and improvement for the EMS System and participating First Responder Organizations
and all duties required of EMS Medical Directors by the State of Texas and the City's EMS interlocal Agreements with Client City's. The Medical
Director must also participate in the City's EMS advisory boards, known as the Medical Control Advisory Board and the EMS Advisory Board. In
addition to the requirements of general city employees and the City's personnel rules and regulations, Dr. Jarvis' employment agreement (the
Employment Agreement) requires that he maintain his Texas medical license and board certification in emergency medicine and any other
occupational licenses as may be required of an EMS System medical director for the duration of his employment with the City.
The Employment Agreement will be effective on July 1, 2025 with an initial term of 10 years. Thereafter, the Employment Agreement will
automatically renew from year to year unless either the City or Dr. Jarvis provides 90 days' written notice of non -renewal or termination. Dr. Jarvis'
employment is at will and can be terminated by either the City or Dr. Jarvis for any reason or no reason. Compensation for the Medical Director
position includes a fixed annual gross salary of $270,000.00, subject to deductions and withholding mandated by law, payable every two weeks as
bi-weekly payments and in accordance with the City's required payroll practices and procedures. The Employment Agreement includes benefits
typical of general employees and pursuant to Chapter 6 of the City's Personnel Rules and Regulations. As part of the total compensation, the
Medical Director will receive a vehicle allowance in the amount of $3,600 annually.
With the approval of this M&C, the City Council will also authorize the City to execute vendor services agreements with the University of Texas
Southwestern Medical Center (UTSW) and Integrated Emergency Services Physician Group, P.A. (IES) to provide the City with the services of
specific associate medical directors to assist the Medical Director and the OMD. IES and UTSW will appoint Angela Cornelius, M.D. and Brian
Miller, M.D., respectively, to serve as independent contractors and Associate Medical Directors of the City and its EMS System (Associate
Medical Directors). The Associate Medical Directors will, at all times, exercise their own independent professional judgment in matters related to
medical care and remain employees of UTSW and IES, respectively. The Associate Medical Directors will act as independent contractors with
respect to the City and will not be an employee of the City. The Medical Director is charged with administering the Associate Medical Director
agreements and reviewing each Associate Medical Director's performance.
The Associate Medical Directors are charged with assisting the Medical Director in providing medical direction, consultation, training, and
oversight for all clinical aspects of the EMS System and the First Responder Organizations in the EMS System, all of which requires physician
expertise in emergency medicine and emergency medical services.
The initial term of the Associate Medical Director Agreements will be for three months, beginning July 1, 2025 and ending September 30, 2025.
The initial three-month term enables the Associate Medical Director Agreements to start before the City's fiscal year and align the renewal terms
of the Associate Medical Director Agreements with the City's fiscal year. After the initial term, the Associate Medical Director Agreements will
automatically renew for successive one-year renewal terms (each a "Renewal Term"), with the first Renewal Term beginning October 1, 2025 and
ending September 30, 2026, unless terminated earlier in accordance with the terms of the Associate Medical Director Agreements. The City will
pay IES and UTSW for the services of each Associate Medical Director an amount not to exceed $102,000.00 collectively for the initial term.
Thereafter, the City will pay IES and UTSW an annual amount not exceed $440,000.00, collectively, for any single renewal term. Each Associate
Medical Director may be provided with access to City vehicles for the performance of the services as required by the agreements. The City will
provide coverage for losses arising out of the use of a City -owned vehicle only while conducting City business and has agreed to procure an auto
liability policy for the vehicles.
The Associate Medical Director and Medical Director Agreements are awarded pursuant to Section 2254.008 of the Texas Government Code and
are exempt from competitive bidding.
Upon the transition of EMS to the City of Fort Worth, funding will be available in the Emergency Medical Services Fund for the Fire Department.
A Form 1295 is not required for a contract with Dr. Jarvis because it is an employment agreement with an individual, and a Form 1295 is not
required for a contract with UTSW because it is with a governmental entity, state agency or public institution of higher education. A Form 1295 for
IES has been attached to this M&C.
-96'101_TvIkq1707NLVil_A01010UKN=1 AIIa1q_1 01_k F
The Director of Finance certifies that upon approval of the recommendations 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 an expenditure being incurred, the Fire Department has the responsibility to validate the availability of funds.
Submitted for Citv Manaaer's Office bv: Dianna Giordano 7783
Oriainatina Business Unit Head: Dianna Giordano 7783
Additional Information Contact: