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HomeMy WebLinkAboutContract 63582CSC No. 63582 FORT WORTM. "I'll 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 INTEGRATIVE EMERGENCY SERVICES, Physician Group, P.A. ("Vendor"), a Texas Professional Association, acting by and through its duly authorized representative, each individually referred to as a "party" and collectively referred to as the "parties." WHEREAS City now wishes to engage Vendor to provide the professional services of Angela Cornelius, M.D., as an Associate Medical Director for City and its EMS System; and WHEREAS Vendor has the capability and authority to provide personnel to support the operations of professional services as requested by City, 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 Angela Cornelius, M.D., 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"— Scope of Services, attached hereto and incorporated herein for all purposes. 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 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. Compensation. 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 by three percent (3%) annually as further detailed in Exhibit B to this Agreement. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Services Agreement Page 1 of 13 3.2 Membershiu Dues. City shall reimburse Vendor for the costs of membership for Dr. Cornelius 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. Cornelius at the annual NAEMSP and Texas NAEMSP conferences, in accordance with City policies. 3.4 Soccial Events. City shall reimburse Vendor for the additional on -site services provided by Dr. Cornelius at the request of City, including but not limited to special events, provided such activities receive advanced approval in writing by City's Medical Director and are funded through payments received by City from third -party entities contracting for such additional onsite 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' — Payment 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 90 days' written notice of termination. 4.2 Non-ADorooriation 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 Obliaations 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 Vendor Services Agreement Page 2 of 13 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-Exclusivity/Conflicts of Interest. Vendor's engagement hereunder is not exclusive. Vendor and Dr. Cornelius may provide professional services to other entities so long as City's Medical Director is satisfied that Dr. Cornelius's other engagements do not create a conflict of interest or impede or interfere with Vendor's and Cornelius's performance under this Agreement. 5.3 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. 5.4 Public Information Act. 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 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. 5.5 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 immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised, in which event, Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and will fully cooperate with City to protect such City Information from further unauthorized disclosure. 6. 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 Vendor Services Agreement Page 3 of 13 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, 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 ANYRESULTING 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. 9. Assignment and Subcontracting. 9.1 Assivnment. Vendor will not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of City. If City grants consent to an assignment, the assignee will. execute a written agreement with City and Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. Vendor and Assignee will be jointly liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. if City grants'consent to a subcontract, the subcontractor will execute a written agreement with Vendor referencing this Agreement under which subcontractor agrees to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor must provide City with a fully executed copy of any such subcontract. 10. Insurance. Vendor must provide City with certificate(s) of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any Services pursuant to this Agreement. 10.1 Coverage and Limits (a) Commercial General Liability: $1,000,000 Each Occurrence $2,000,000 - Aggregate Vendor Services Agreement Page 4 of 13 (b) 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 (c) Professional Liability (Errors & Omissions): $1,000,000 - Each Claim Limit $1,000,000 - Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage must be claims -made, and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance must be submitted to City to evidence coverage. 10.2 General Requirements (a) The commercial general liability and automobile liability policies must name City as an additional insured thereon, as its interests may appear. The term City includes its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy must include a Waiver of Subrogation (Right of Recovery) in favor of City. (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, 100 Fort Worth Trail, 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. Vendor Services Agreement Page 5 of 13 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. Cornelius 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. Cornelius' duties under this Agreement. This coverage shall not apply to losses that arise out of an independent act or action, as determined upon review by the City in its sole discretion, or to acts determined to be gross negligence, willful misconduct, or intentional wrongdoing, nor for punitive damages at afinal 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. Compliance with Laws, Ordinances, Rules and Reerulations. Vendor agrees that in the performance of its obligations hereunder, it will comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies Vendor of any violation of such laws, ordinances, rules or regulations, Vendor must immediately desist from and correct the violation. 12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder, it will not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS, SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 13. Notices. Notices required pursuant to the provisions of this Agreement will be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives or (2) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To CITY: City of Fort Worth Attn: Assistant City Manager 100 Fort Worth Trail Fort Worth, TX 76102 With copy to the Fort Worth City Attorney's Office at the same address To VENDOR: lintegrative Emergency Services Physician Group, P.A. att C. Innes�, General Counsel 835 LBJ Freeway, Suite 900 Dallas, Texas 752441 14. Solicitation. of Emplovees. 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. Vendor Services Agreement Page 6 of 13 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 tern 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 1 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. Severabilit_v. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired. 19. Force Maieure. City and Vendor will exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action or inaction; orders of government; material or labor restrictions by any governmental authority; transportation problems; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any States; civil disturbances; other national or regional emergencies; or any other similar cause not enumerated herein but which is beyond the reasonable control of the party whose performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the affected party provides notice of the Force Majeure Event, and an explanation as to how it prevents or hinders the party's performance, as soon as reasonably possible after the occurrence of the Force Majeure Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The notice required by this section must be addressed and delivered in accordance the notice section of this Agreement. 20. Headings Not Controlling. Headings and titles used in this Agreement are for reference purposes only, will not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. 21. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this Agreement, including the attached exhibits. 22. Amendments / Modifications 1 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 Vendor Services Agreement Page 7 of 13 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 and Nationality 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 pet -formed 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 may request copies 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"). To the extent such Work Product includes original content developed by Vendor, its officers, representatives, agents, servants, employees, contractors, or subcontractors, and is not based on or derived from Vendor's pre-existing intellectual property, Vendor agrees that Work Product may be considered a "worm -made -for -hire" within the meaning of the Copyright Act of 1976, as amended, provided Vendor expressly consents to by written instrument. 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 may assign to City a right, title and interest in and to the Work Product, and all copies thereof. Notwithstanding the foregoing, Vendor, its officers, representatives, agents, servants, employees, contractors, or subcontractors, 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 Authority. 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 Company Name or Ownershiq. Vendor must notify City's Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining Vendor Services Agreement Page 8 of 13 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 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 Bovcottine Enerav 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. 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 panty. All requests for prior written approval of any such releases, public statements, advertisements, or other promotional materials must be directed to Vendor. 34. Electronic Sienatures,. 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 13: inserted via software such as Adobe Sign. (signature page follows) (remainder of this page intentionally left blanlo Vendor Services Agreement Page 10 of 13: IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples. CITY OF FORT WORTH: ka, A4—� By: Valerie Washineton (Jul 2 2025 11:29 CDT) Name: Valerie Washing q Title: Assistant City Manager Date: 07/02/2025 VENDOR: Integrative Emergency Services Physician Group — P.A. I: By: 0 Name: lChet Schrader, MD Title:[Authorized Agent Date: {� i up FOR CITY OF FORT WORTH INTERNAL PROCESSES: Approval Recommended: BY 9 p�' Name: (Dr. Jeffrey L. Jarvis Title: Medical Director Attest: a ! FO'P RTpaaA �go! 0 �8 9�dd OV8 8=p q By: Jl Name: Jannette Goodall Title: City Secretary Contract Authorization: M&C: �5-0351 Date M&C Approved: 4/22/251 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. B6 � D�' - y Y' Name: Dwayne Howerton� Title: Assistant Director, OMD Approved as to Form and Legality: By: Name: (Taylor C. Paris! Title: Assistant City Attorney OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Services Agreement Page 11 of 13 EXHIBIT A SCOPE OF SERVICES Dr. Cornelius 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. Cornelius will, at all tinges, act as an employee of Vendor and as an independent contractor of the City. Dr. Cornelius 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. Cornelius may be unavailable for up to 15 scheduled workdays during a calendar year. Dr. Cornelius 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. Cornelius 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. Cornelius 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. Cornelius 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. Cornelius 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. Cornelius 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. Cornelius 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. Cornelius' 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. Cornelius will be promptly informed of any dissatisfaction with Dr. Cornelius' performance under this Agreement that is not resolved to the City's satisfaction through the processes in this Agreement. Dr. Cornelius 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. Vendor Services Agreement Page 12 of 13 EXHIBIT B PAYMENT SCHEDULE In consideration of the professional services rendered by Dr. Cornelius 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 1st 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. Cornelius'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 13 of 13 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: