HomeMy WebLinkAboutContract 63663CSC No. 63663
CITY OF FORT WORTH
ASSIGNMENT
Effective July 1', 2025, for value received Metropolitan Area EMS Authority dba
MedStar Mobile Healthcare ("Assignor"), hereby assigns to City of Fort Worth ("Assignee"), all
of its right, title and interest in and to any and all sums of money now due or to become due from
FirstWatch Solutions, Inc. to Assignor under the System Maintenance Agreement dated October
31St, 2009 (the "Contracts") between Assignor and FirstWatch Solutions, Inc. and Assignee
agrees to assume and perform all duties and obligations required by Assignor under the terms of
the Contracts.
This Assignment constitutes the entire agreement between Assignor and Assignee with
respect to the subject matter hereof. No modification of any provision of this Assignment shall
be effective unless in writing and signed by Assignor and Assignee. This Assignment shall inure
to the benefit of and be binding upon Assignor and Assignee and their respective successors and
assigns. This Assignment shall be governed by the terms of the Contracts and the laws of the
State of Texas, without application of principles of conflicts of law.
This Assignment may be executed in one or more counterparts each of which shall be
deemed an original but all of which together shall constitute one and the same instrument.
Signed signature pages may be transmitted by facsimile or e-mail, and any such signature shall
have the same legal effect as an original.
Dated the t 7 day of � , U
Metropolitan Area EMS Authority dba MedStar
Mobile Healthcare
(Assignor)
By:
Print: Fr Tresh
Title: Interim Chief Executive Officer
City of Fort Worth
(AssigneL
)
Y•
B vvlo.
Print: Dianna Giordano
Title: Assistant City Manager
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Assignment Page I of 3
NOTARY ACKNOWLEDGEMENT
On the 3 day of -7750 N �� 2025, personally appeared
rao&�K , who acknowledged to me that (s)he is the Interim Chief Executive Officer
of Metropolitan Area EMS Authority dba MedStar Mobile Healthcare ("Assignor"), and that
(s)he executed this document for the purposes and consideration contained herein.
Metropolitan Area EMS Aut ity dba d ar Mobile
Healthcare _ )
By:
Print: Frank Gresh i
Title: Interim Chief Executive Officer
SUBSCRIBED TO before me on this +1V% day of �L.l�1N_ 52025.
P. MONICA � �
:.
My Notary ID # 126504816 Notary Public in and fort State of T005
Expires May 20, 2025
• , My commission Expires:
NOTARY ACKNOWLEDGEMENT
On the aL5� day of � VV\-f— 2025, personally appeared
7IV� hf_OA (,0fctanD, who acknowledged to me that (s)he is an Assistant City Manager of
City of Fort Worth ("Assignee"), and that (s)he executed this document for the purposes and
consideration contained herein.
City of Fort Wo►�9� I ,
By: ��ij( ajv-c
Print: Dianna Giordano
Title: Assistant City Manager
SUBSCRIBED TO before me on this o`Z 5 day of J V m, , 2025.
'j C�R. —'\&A � I11
Notary Public in and for the State of S XU3
My commission Expires: t�94 X)
Linda M. Hirdinger
My Commission Expires
2/2/2026
Notary iD
*
124144746
Assignment Page 2 of3
CONSENT TO ASSIGNMENT
Effective July 1", 2025, FirstWatch Solutions, Inc. consents to the assignment of the
System Maintenance Agreement dated October 31", 2009 (the "Contracts") between FirstWatch
Solutions, Inc. and the Metropolitan Area EMS Authority dba MedStar Mobile Healthcare
("Assignor") to City of Fort Worth ("Assignee"), including all FirstWatch Solutions, Inc. rights,
title, and obligation owing and all funds due or to become due to Assignor under the Contracts as
long as all terms required of Assignor in said Contracts are met by Assignee.
FirstWat Solutions, Inc.
By:
Name: Todd Stout
Title: President
Date: 05/14/2025
Assignment Page 3 U3
[Executed effective as of the date signed by the Assistant City Manager above.] / [ACCEPTED
AND AGREED:]
CITY OF FORT WORTH INTERNAL ROUTING PROCESS:
Approval Recommended:
By:
Name: Kevin Gunn
Title: Director, IT Solutions
Approved as to Form and Legality:
�-5�
By:
Name: Taylor Paris
Title: Senior Assistant City Attorney
Contract Authorization:
M&C: N/A
Approved: N/A
1295: N/A
Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all performance
and reporting requirements.
By: Pete Rizzo (Jit�2025 10:09 CDT)
Name: Pete Rizzo
Title: Senior Manager, IT Solutions
City Secretary:
'nn
QpORT➢�A
opF lyap
o,
((\�
Ezpso4
aQnna
By:
Name: Jannette Goodall
Title: City Secretary
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
FIRSTWATCH SOLUTIONS, INC.
SYSTEM MAINTENANCE AGREEMENT
This System Maintenance Agreement
("Agreement") is made and entered into as of
October 31, 2009 (the "Effective Date") by
FirstWatch Solutions, Inc., ("FirstWatch"), a
subsidiary of Stout Solutions, LLC, and the
undersigned client ("Client").
BACKGROUND
FirstWatch provides data monitoring, syndromic
surveillance software and other services (the
"FirstWatch System") to Client;
Client wishes to renew the term of the
maintenance services ("Maintenance Services")
currently being performed by FirstWatch on the
FirstWatch System operated by Client on the
terms contained in this Agreement; and
The parties wish to continue the Maintenance
Services on the terms contained in this
Agreement.
AGREEMENT
In exchange for the mutual promises contained
in this Agreement and other good and valuable
consideration, Client and FirstWatch agree to
the following:
1. Services to be Provided by FirstWatch.
FirstWatch shall perform the maintenance
services and upgrades described in this Sec.don
1 and more fully set forth on Exhibit A.
1.1. Server Hosting. Subject to the terms set
forth in this Agreement, FirstWatch queries and
exports or otherwise receives data from Client,
or Client -affiliated organization(s), and securely
aggregates that data into the FirstWatch Data
Center(s)' database(s). FirstWatch implements
and maintains a data monitoring system, and
monitors records for user -defined criteria, and
sends automatic notifications that such criteria
have been met. FirstWatch also maintains an
Internet site for FirstWatch Clients and Client -
authorized subscribers to enable authorized
online viewing of Client's records, criteria,
notifications, etc., all collectively known as
"Triggers".
1.2. Software Bug Fixes, Upgrades and
Enhancements. During the Term of this
Agreement, FirstWatch will maintain and, in
some cases, enhance the FirstWatch
infrastructure and software feature set that
comprises section 1.1 of this Agreement,
Maintenance will include both software bug fixes
and system upgrades as they become
available. Additionally, from time -to -time,
FirstWatch may offer Client access to optional
enhancements and/or add-ons at additional
cost, not covered by Fees associated this
Agreement. Further, while FirstWatch will make
every reasonable effort to assist Client with
trouble -shooting, Maintenance Services do not
cover repairs, re -installations, re -configuration,
or other work relating to Client's third party
software, hardware, networking, etc., or resulting
from failures or errors of such components. Also,
Maintenance Services will not cover other
changes by non-FirstWatch personnel or
processes, which result in problems providing
the Maintenance Services. Examples include,
but are not limited to, changes in the underlying
data structure, data feed, code files, client
networking or security changes, data entry
procedures, etc.
1.3.Training and Technical Support. FirstWatch
will provide training for Client personnel and
make available training materials to persons
whom Client identified as authorized users in
accordance with the standards set forth on
Exhibit A. FirstWatch may at any time amend
Exhibit A to reflect changes in its business
model or service offerings without notice to
Client, provided, however, that the Services
provided to Client shall be substantially similar
or superior to those offered on the Effective Date
of this Agreement.
2. Term. The Initial term of this Agreement (the
"Term") begins as of the Effective Date and will
continue, unless renewed pursuant to Section 3,
until the close of business on the first (1st)
anniversary of the Effective Date.
3. Renewal. The Term will automatically renew
for additional one (1) year periods, (each such
additional period being referred to in this
Agreement as a "Renewal Term") unless, at
least thirty (30) days prior to the expiration of the
Term, or any Renewal Term, as the case may
be, Client provides notice to FirstWatch of its
intention to allow the Term or Renewal Term to
expire without renewal.
4. Payment Terms. On or before the Effective
Date, Client will pay to FirstWatch an annual
maintenance fee as set forth on the invoice that
accompanies this Agreement. FirstWatch
reserves the right to change its fees effective as
of the end of the Term or Renewal Term, as the
case may be, and will provide Client notice at
least sixty (60) days prior to the end of any Term
or Renewal Term of any proposed amendment
to the Fee Schedule.
5. FirstWatch Intellectual Property Rights.
Client will not modify, enhance or create
derivative works, decompile, disassemble, or
reverse engineer any software provided by
FirstWatch in connection with the operation of
the FirstWatch System (the "Software"). Except
for the right to utilize the FirstWatch System in
the agreed manner, FirstWatch reserves and
retains all rights in the FirstWatch System and
the Software. Client agrees to implement
software protection measures reasonably
designed to prevent the unauthorized use and
copying of the Software.
6. Limited Warranty. FirstWatch warrants that
during the Term and any Renewal Term,
FirstWatch will provide all Services in a
workmanlike manner in accordance with this
Agreement and general industry standards.
This warranty applies only if the Software and
the FirstWatch System is used in accordance
with FirstWatch operating procedures in effect
from time to time. FirstWatch does not warrant
that the functions contained in the FirstWatch
System or the Software will meet Client's
specific needs, industry requirements, be error -
free, or operate without interruption. THESE
LIMITED WARRANTIES ARE IN LIEU OF ALL
OTHER WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING, WITHOUT LIMITATION,
ANY WARRANTY OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE,
7. Limitation of Liability. Neither party shall be
liable for indirect, incidental, consequential,
special, punitive or exemplary damages, or for
lost profits or business interruption losses, under
any theory of strict liability, contract, tort or
otherwise, in connection with the FirstWatch
System or the Maintenance Services, regardless
of whether it has been made aware of their
possibility. In no event shall either party be
liable to the other for any amounts in excess of
the amounts paid by Client to FirstWatch
pursuant to this Maintenance Agreement.
8. Termination. Either party may terminate this
Agreement If there is a material breach by the
other party that is not cured within thirty (30)
days after receipt of written notice of such
breach. Upon termination of this Agreement,
Client shall discontinue use of the FirstWatch
System and the Software and return to
FirstWatch or, at FirstWatch's option, certify in
writing, the destruction of all Software,
documentation and FirstWatch training
materials.
9. Confidentiality. FirstWatch and Client may
have access to information that the other
considers to be confidential, private, or a trade
secret. This information may include, but is not
limited to, patient or other data, the Software,
technical know-how, technical specifications,
software code, manners of conducting business
and operations, strategic business plans,
business systems, results of testing, financial
information, and third -party information
("Confidential Information"). Each party shall
use the others' Confidential Information only to
perform its obligations under, and for the
purposes of, this Agreement. Neither party shall
use the Confidential Information of the other for
the benefit of a third party. Each party shall
maintain the Confidentiality of all Confidential
Information in the same manner in which it
protects its own information of like kind, but in no
event shall either party take less than
reasonable precautions to prevent the
unauthorized disclosure or use of the
Confidential Information. Upon termination of
the Agreement, or upon a party's request, each
party shall return to the other all Confidential
Information of the other in its possession. All
provisions of the Agreement relating to
confidentiality, ownership, and limitations of
liability shall survive the termination of the
Agreement.
10. Miscellaneous.
10.1 Independent Contractors. The parties and
their respective personnel, are and will be
independent contractors and neither party by
virtue of this Agreement will have any right,
power or authority to act or create any
obligation, express or implied, on behalf of the
other party.
10.2 Waiver. No waiver of any provision hereof
or of any right or remedy hereunder will be
effective unless in writing and signed by the
party against whom such waiver is sought to be
enforced. No delay in exercising, no course of
dealing with respect to, and no partial exercise
of any right or remedy hereunder will constitute
a waiver of any other right or remedy, or future
exercise thereof.
GC NSA 20080227 A-2
10.3 Severability. If any provision of this
Agreement is determined to be invalid under any
applicable statute or rule of law, it is to that
extent to be deemed omitted, and the balance of
the Agreement will remain enforceable.
10.4 Notice. All notices will be in writing and will
be deemed to be delivered when received by
certified mail, postage prepaid, return receipt
requested, or when sent by facsimile or e-mail
confirmed by call back. All notices will be
directed to the Authorized Representatives of
the parties at the respective addresses as either
party may, from time to time, designate by notice
to the other party.
10.5 Amendment. No amendment, change,
waiver or discharge hereof will be valid unless in
writing and signed by both parties.
10.6 Assignment. Neither party shall assign any
of its rights or obligations under this Agreement
whether voluntarily or by operation of law
without the written consent of the other party,
provided however, that either party will have the
right to assign its obligations hereunder without
consent to any acquiror by merger, sale of
substantially all of a party's assets, or majority of
its stock or otherwise.
10.7 Entire Agreement. This Agreement,
together with Exhibit A which is hereby
incorporated in this Agreement by reference,
represents the complete and exclusive
statement of all mutual understandings between
the parties with respect to the subject matter of
this Agreement and supersedes all prior or
contemporaneous proposals, communications
and understandings, oral or written. If there is a
conflict between the terms of this Agreement
and the specifications set forth on an Exhibit to
this Agreement, then the terms of the Exhibit will
govern.
IN WITNESS WHEREOF, the parties have
signed and delivered this Agreement with the
intention of being bound effective as of the
Effective Date.
FirstWatci�ttttl"oiis It�g:''�
B_
y: ..
Title;
Client: MedStar
By:
Title:
W NSA 20080227 A-3