HomeMy WebLinkAboutContract 63673CSC No. 63673
FORTWORTH
4*41
VENDOR SERI-ICES AGREEIriFIYT
This VENDOR SERVICES AGREEMENT {"_ a merit") is made and entered iaato b- and
between the CM OF FORT NVORTH (:`Cih.), a Texas home -rule municipal corporation, acting. bi- and
through its duly wthmized ,assistant City Manager, and ANTIC DFIV, I.L,C DB A zTRIP (Vendor'), a
Texas limed liability company'_ act V- and through its duller authorized igxesmta1:iii-,, each indi-vzdua%-
referred to as a `T*art-:" and collectively referred to as the "Parties_"
-kGREEX ENT DO IENTS:
The Ag.reement doc meEls shall mclnde the follouAfng.=
1. This Vmdor Services Agrement
2. Exhibit A —Scope of Sen•ioes
3. Exhibit B — Prise Schedule
4. Exhibit C — Verification of SiZnature ,authority Form
Exhibits A, B, and C, which are alta6ed hereto and incorporated here* are made a part of this Agreement
for all purposes. In the er-ew of my conflict beh;een the terms and conItc i$ ofExhr_its A, B. or C and
the terms and conditions set fiorlh in the bcdv ofthu Agreements the harms and conditions of this Agreement
shall control
1. Scone of Services. Vendor uU prMade non -emergency medical transportation senices
for the Cit+r ofFort North's Fire Department on an :`as -needed" basis ("Services: �), in accordance -Rzth the
descripti,oms and spa ficatiomsuhich are set forth in more detail inExhibit A— Scope ofSenioes: attached
hereto and incorpora ed herein for all purposes_
2. Term. Thas kgreemeEt shall begin on the date simed b�- the Assistant City Manager
C'Effictive Date') and shall expire ore (1) vew fi-omthat date ("Expiration Date"). unless terminated earlier
in accordance Rich this Aereemed Clmtal Term)_ Upon the expiration ofthe initial Term, the Agreement
shall renew,- autumaticaRyunder the same terms and conditions for up tea four (4) one -yew renewal periods,
unless City or Vendor proMes the other part} i%ath notice of non -renewal at least 90 days before the
eapirarion of the Initial Tenn or Renewal lends_
3. C'omuensaflam.
3.1 Total compensation under this Agrem2ent will not e=eed fifty thousand dollars
and zero cents ($50.M.00) amualh,_
3.2 City will pay Vendor in accordance lath the Prompt Pa}maent Act (Chapter 2251
of the Texas Cm;wnment Code) and the prmasions of this Agreement imcludingExhibit B —Price
Schedule, ihiach is attached h-reto and incorporated herem for all purposes_
OFFICIAL RECORD
Vendor EM _RMUW LLC dbazMip CITY SECRETARY
FT. WORTH, TX
3.3 Vendor will not perform my additional serT ices or bill for expenses incurred far
City not specified by this A--reement unless City requests and approves in ln7ihng the additional
casts for such servri:ces- City -aill not be liable for affr additional axpemses of Vendor not speed
trr this Amnmmentunless City- first appromes such expenses in writing_
4. Termination.
4.1- Written Natice- City or Vendor may terminate this A~greemea at any time and far
au• reason by providing the other parh with at least 30 days' written notice of termination.
4.2 Non-Ami ation of Funds. la the event no finds or amfficient finds are
appropriated by Cite in any fiscal period -for any. payments due hereunder, City will noti:N Vendor
of ni _h occurrence and this Agreement -Mll terminate on the last day of the fiscal period for uibnch
a:;=.q_a1ic,n3 -a-ere received ihidout penah�- or erqPense to Citv of am bond whatsoever, except as
v JY= Fv=-n3 of the payments >tyerean agreed upon for which fiends have been appropriated.
4.3 Duties and Oblizations 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 eff'ectiv a date of termination and Vendor will continue to provide City with senlices requested
b� City and in accordance with this Agreement up to th,e effkfive data of tmrminarion- Upon
termination of this Agreement for any reason, Vendor will provide City with copies of all
completed OF partially camWleted documents prepared under this AgreemenL In the event Vendor
has mceivred access to City In£armation or data as a requirement to perform senices hereunder,
Vendor will return all City -provided data to Cite in a mach me -readable format or other format
deemed acceptable to City.
S. Disclo mre of Conflicts and ConMential Information,
�.1 Disclosure of Conflicts. Vendor hereby -v,t rrants to City that Vendor has made full
disclosure In -t;ritim of any exisdug or poteural conflicts of interest related to Vendor's sere
under thisAgreemeEL In the evez tthat any conflicts of interest arise after the Effective Date of this
&ueemeat Vendor hereby-- agrees immediately- to make full disclosure to Cit'4 is
writing -
Confidential Information Vendor, for itself and its ofcers4 agents, and
emplo�ws, agrees that it will treat all provided to it h- City (`'City Lufarmation) as
couufidenti ai and will not disclose any such infiormatian to a third party ;niffiad the prior written
approval of Cityr-
5.3 Public Informarim Act City is a government entity lmder the laws of the State of
Tesa.s, and all documents Md or maintained for Citv are subject to disclosure under the Texas
Public Infxinaation Act In the n'eot there is a request for inf ma ation marked Confidential or
Proprietary, City -aU promptiv not A Vendor. It will be the responsibility of V endor to submit
reasons objecting to disclosure to the Texas Attorney General- A determination on whether such
reasams are uOLciemt will not be decided by GAV, but by the ice of the -Attornffv General of the
State of Teas or bur a court of competent jurisdiction.
5.4 Unauthorized access- Vendor must stare and maintain Citvr Informatioa m' a secure
manner and will not altaw unauthorized users to access, modify, delete, or otherwise corrupt City
I„i' an in any wa-- . Vendor must nobA Cih unmetf;ately if the security or idegitsr of any
City hi:&Tmatiom has been compromised or is believed to have been c �..., . .-_:red, in which e-,Tk
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Vendor unzll, in good faith4 use all commercialb- reasonable efforts to cooperate with City i a
identif�in.g what mfarmation has been accessed by unmthr,rize mums and u ill f My ca perate
with City to protect such Citl Itrfarmation from further unauthorized disclosure.
6. Eight to Andit. Vendor agrees that Cih- will, until the expiration of three (3) years after
final pa}went under this Agreement, or the final conclusion of any audit conmienced during the said three
vearL have access to and the ri& to examine at reasonable tunes any directly.. pertinent books_ documents,
pagers, and records, inclu,dim, but not limited to, all electronic records of Vendor inxroITAulg transactions
relating to this A¢reeme t at no additional cost to City_ Vendor agrees that City will hmm aces during
normal -aurkinR hours to all necesmry Vendor facilities and v ill be prodded adequate and appropriate Work
space in order to conduct audits in compliance uaith the provisions of this section. City. will g- Vendor
reasonable adh'mce notice ofirytended audits-
7. IndelDendent Contractor. 'It is expressly understood and agreed that Vendor will operate
as an independent contractor u to all rift and privi eRes and work perfaaned under this Auee mew and
not as agent, representative, or employee -o City- Subject to and in accordance }pith the conditions and
pro4aww of this Agreement, V mdor .ill have the excbmve ridat to control the det& s of its operations
and activities and shall be solely responsible for the acts and orn'mions of its officers; agents, sen mts,
employees, -vendors, and subcontractors. Vendor a,ckwwledges that the doctrine of mpond�ne supari r
i%ill act apply- as bffineea City-. its officers, agents, sen anits, and employees, and Vendor, its officers, agents,
mmplo r ees, sn-ants` contractors; and subcontractors_ Vendor further agrees that nothing herein will be
construed as the creation of a partnership or lowt enterprise between City and Vendor- It is fiuher
understood that City i%ill in no way be considered a co -employer or a joint employer of Vendor or aary of
its officers, agents` sen- nts, unployees, ..,.G���L�,� , or subcontractors- Neither Vendor nor aqv officers,
agents, mT - mts, employees, contractors, or subcontractors of Vendor 1Aill be entitled to am' emplo�-Unent
benefits from Cite. Vendor Aill be responsible and liable for m and all pad ment and reporbrk of taxes on
behalf ofitself and any ofits dicers, agents, sen-ants, employees, or comtractors-
8. Liability- and Indemnifin i.on.
8.1 LUMUT;i'- 11T.NVOR I�ML BE L£ASLE'AND BE,S'PO.N:MBLE FOR AMY
ALMD AU PROPE'Rn LOSS, PROPE'RTF F}AILIGE, t4AD PE'RSOIAL EUTRF,
EVC' LD VG, BVT A'OT LLW= 7'0, DE 4 EH, TO AN AATD ALL PERSONS, OFANF
MT OR 4RAC �_ 'R, � F RF-4L OR AS RFED, Fib FBE F. �1'T USED
B F FR' il�'GUGFA T AGT(S) OR 0WISSfON M, . Cam, OR L; F=OArAE
WSCON-MCT OF VENDOR, ITS OFFLCERS, REPRE TTAIMa AGENTS,
SER Tp LN'F'S, F—WFLOI S`, CO,' ' -1 CTORS, OR C17ORS
8.2 NIR4L LNDEM1MCAITON - VENDOR 11= Y C'OPEA.CM AMD
ASS TO IXDE U.T, HOLD ARMLUS, XXD DE'F -D =, ITS OFFYCM,
AGEATT,S, RE'PRESEATF ITTIE'S, SER VA rM AND EMMOY E.3, FROi L D ACTT
ANTYAND ALL CFAMS OR LAWSMS OF'AN Fd -D OR CH4RACFER, PPttr-1nj-,x
REAL OR AS9SER3F'D, FOR MHER PROPERIT DAiL4 GE' OR LOSS a-\ CL E-M% G
ALLEGED DAMAGE OR LOSS TO � ENDOR W BUSV 'TS',S' ALND .-LVYRESU L 7 VG LOST
PRORM AaVD PER aNAL EN J Rd, E1 a1,'D rG, BUTNOT L.L1Dl77ED TO, DEATH, TO
ANT 4ND 4LT- PERSOArS, dRL, NG MrF OF OR LN COMNEC'ITON RITH MIS
AG#p'FIMI'ATT, TO FBE EXTEA T CAUSED BY = A-EGL IGEA_T AC.TM OR
OdHSS'fON , _WALMSAMCF, OR fA TEN FTONAL WSCONDG CI' OF P-E DOR, ITS
OEFYCERS, A GEWS, REPR&ENFA.FLPE'SS, SE,R p AN TS, E%IFL.0IM, CON TRA UTORS,
OR SUBC'OA73MCF'O
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9. Assi meat and Subcoalnacdar.
9.1 Assi- ent. Vendor laill not assign or subcontract my of its duties, obligations,
or ri--fits under this Agreement vitlrout the prior written consent of Cite_ If City, giants consent to
an assiwment, the assignee hill execute a wntbm agreement with City and Vendor under which
the assignee agrees to be bound by the duties and 6bhgations of Vendor under this A--reeinmL
Vendor and Assignee %ill be jointly liable for all obligations ofV- endor under this Agreement prior
to the effective date of the assi:2 eMML
9.21 Subcontract If City. grants cousemt to a subcontract, the subcontractor iiU execute
a written agreement with Vendor refeaenciug this Amreement under wIuch subcontractor a�ees to
be bound by the domes and obligations of Vendor under this Agreement as such duties and
obtigations mar apov. Vendor must provide Cih- With a fLlU— executed copy of any. such
subcontract.
10. Insurance. Y'endor must proiide City vkith certificate(s) of insurance dotiumendM
policies of the folim ngtypes andminimum co-Lwaize limits thatwe to be in effect prior to corntnencement
of any Sens pursuant to this Agreement:
10-1 Coveraze and Limits
(a) Commercial General Liability:
$1,OOO,DOO - Each Occurrence
$2,000,0OO - Aggregate
(b) Automobile Liability:
$500,000 - Each occunvuoe on a aornbined single Limit basis
Coverage will be on any vehicle used by Vendor, or its employees, agents, or
representatives in the course of providing Senices under this Agreement. "_Any
vehicle" +rill be any. vehicle o med, hired, and non-m ed.
(c) Workers: Cornpensatkn-
Statutory 1huits according to the TemaWorkers' Compensation ,act or any. other
state }tvrkers' compensation lain uiieee the Sang-ces are beM' R perform,ed
Employers' Liability
$100,000 -
Bodily Injury- by accident each accident`ooeurrence
$100,000 -
Bodily Injury. by disease; each empkr� ee
$500,000 -
Bodily Injury- by disease; policy 1b it
10-2 CTenea-al R.eauirements
(a) The commercial 2eneaal liabilit- and automobile liability policies must
name Cam- as an additional insured thereon, as its interests may appear- The term
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Cih- includes its employees, officers, of vials, agents, and voludae rs ig respect to
the contracted senices_
(b) The workers' compensation polio- must include a Waiver of Subrogation
fl2'k ofRecm-erv) in:Dwor of City-.
(c) A minimum of thug- (30) days' notice of cancellation or reduction is
limits of coverage mint be provided to City. At least ten (10) dwvs' notice will be
acceptable in the event of non-payment of premiut>o_ Notice must be sent to the
Risk Mmager, City- of Fcrt W-1 W Fort Worth Trail, Fart Worth, Texas ; b102,
%ith copies to the FortIAForthCity Attorney at the same address-
(d) The insurers fior all policies must be licensed and -or appi-m-ed to do
business inth,e State of Texas_ All insurers must have aminimum rating of A- VII
m the curved A-d. Best Key Rating Cruide, or halo reasonably- egNi alert financial
strewth and solvency to the satisfactiom of Disk MamasEement. If the rating is
below that required, vMtten approval of Risk .Management is required.
(e) AEn failure og the part of City to request required insurance
documentation win not cocistitute aU-d n--er ofthe insurance requirement-
(f) Oertif tes of Innirance cMdmcing that V eudor has obtained all required
insurance will be delivered to the City prior to Vendor proceedin.R -Rith any -%wk
pursuant to this Affeement_
11. Comuliamee -nith Laws. Ordinances. Rnie4 and Re¢ulabons. Vendor agreesthait in the
performance of its obligations hereunder, it -Rill comply %%ith all applicable federal, state: and local laws,
ordinances, rules, and regulations and that any work it produces in connecting with this :agreement will
also comp}- with all apphr-able federal, stag and local laws, ordinances, rules. and regulations_ If City
notifies Vendor of any. violarion of such laivs, ordmnces, rules; or regulations, Vendor must' ediately
desist from and correct the violation_
12. Non -Discrimination. C Gveaant, V endor, for itsa its personal represeitatives, assigns,
contractors, subcontractors, and successors ig kbo rest, as part of the oamsideratigmhereiu, agrees that inthe
performance of Vendor's duties and obligations hereunder, it vAill not dimx:ii pate in the treatment or
employment of any. individual ar group of individuals our any basis prohibited Iry law. IF A_NY CLADS
ARISES FROM N ALLEGED VIOLATION OF THIS NOPT-DISCRDM4 ATION COVEMANT
BY VENDOR, ITS PERSONAL RE.PRE EN T�i AMTS, ASSIGNS, CONTRACTORS,
SLMC'ONTR--CTORS, OR SUCCESSORS IN LVTEREST, VENDOR AGREES TO ASSL-XEE
SUCH LLABILITI AND TO INDEMNIFY AND DEFEND CITYAND HOLD CM ILARMLESS
FROM SUCH. C'LAL I.
13. Notices. Notices regnked pursuant to the pi -minions of this Agreenx mt i ill be
eonelusivdy detemained to have been deli%wed when (1) hand -delivered to the othW party, its agents,
employees, senmats, orrepresenta�ti�es, or ) received by the other party by -United States V1ai1 registered,
return receipt requested, addressed as follows:
To CITY_
Oit+r ofFort Worth
Attn:Assistant City Nbnaaer
To '%TN-DOR:
IMC DFW., LLC dba zTrip
Attn: DiAlght Dines- Chief Omratnuy Officer
T,]mixSmvesAcrmma„r_WI-MI W,LLCdbazTU Pzge.5adl'7
100 Fort WaQtb Trail 2.515 Ire.* Boulevard
FortWodth, TX 36102-6314 Dallas, TX 75207
?20-270L-52.16
With a coRe to Fort Worth City Atterneys Office dkinas@ trio_-com
at same address
14. Solicitation of EmDlovees, Neither City nor Vendor wi1L Burins the term of this
Agreement and additionaW fix aperiod of one year after itstennination, solicit for employ meat or emplon'•,
}ttiether as employee or independent comtma,dtor, any person iTLho is or has been employed by the other
duriniz the term of this A;ffreement, -without the prior i%Titten commnt of the person's etnplor�er_
Nomithstanding the foregoing, this promlision uurill not apple to an employee of either part, uiso responds
to a general solicitation of adiwti mient of employment by either party..
15. G-overnmental Powtrs. It is understood and agreed that In- execution oftliis ; --ree-mert_
City does not uwi%le or surrender any of its governanental powers or ;mrr„ mities.
16. No W suer. The failure of City or Vendor to insist upom the performance of any term or
proltision of this &ueemeul or to exercise av right granted herein does not constitute a 1A iVer ofCitv's or
Vendor-s respeeti-k•e right to insist upon appropriate performance or to assert any such right on my fudge
occasion.
17. Governing Law f Venue. This Agreement will be con..shu€d in accordance uhfththe laur-s
of the State of Texas_ If any auhon, whether real or asserted, at law or in equity. is brcgF-ht pursuant to this
Agreement, krenue for such action will lie in state courts located in Tarrant as County, Tex, or the United
States District Court for the hlorthem District of Texas, Fort IYorth Divisioli-
18. Severabil itv. If my provision of this Agreement is held to be in%-dhd, illegal, or
unenforceable, the validity, legahtk, and enfcrceabiLity of the remaining provisions will not in an} be
affected or impaired.
19. Force Maieurt. City and Veacor will exercise their best efforts to meet their respectim-e
duties and obliemtions as set forth in this APreemert; but will not be held liable for any dewy or omission
in performance due to force nojeum or odder causes beyond their reasmable control, in,cludin& but not
limited to, compliance with any. gaverument law- ordinance, or regulation; acts of prod; acts of the public
en=v; Fines; strikes; locko=; natural disasters; wars.; riots; epidemics or pandemics; government aeon
or inaction; orders of government; matcsial or labor restrictions b�- any RxAnernmental authority;
transportation problems; restraints or prohibitions b-Y any court board, deparmaent, crm =sion, or agency
of the United States or of any States; civil disturbances; other national or regional emmencies; or any other
similar cm se not enumerated herein but winich is bevond the reasonable control of the Party vw-hose
performance is afficted colleotiv�et}•, `-Force Majeure E�vmn. The performance of any such obligation is
suspended during the period of, and curly to the extent of such prevention or hindrance, provided the
affected Parh provides notice of the Force UNeure Event, and an earplanarion as to haw it prevents or
hinders the Part_y's perfDrma=, as soon as reasonable possible after the occwrence of the Force hrlajeure
Event, with the reasonableness of such notice to be detummed by the City- i a it sole discretion_ The notice
required b� this section must be addressed and delivered inaccordance the notice section ofthis Agreemert_
20. Headings Not Control>ing. Headings and titles used in this Agreement are for reference
purposes oul- , lAill not be deemed a part of this Agreement, and are not intended to dine or limit the scope
of any provision of this Agreement.
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21. Renew odCoumsel. The parties admawledgethrat each party and its oauwsel have had the
opportunity to retiieuy and reuuse this A'2ieemeut and that the normal nde of oanshuctiam to the effect the
an --ambiguities are to be resol-,ed ag=' t the drafting part- will not be employed in the of
this A Xeement.
22. Amendments f hUdifieations f Extensions. No amendmmt, modification_ or extension
of this Agreement w ill be binding upon a party hereto unless set forth in a iwitten instnaneot executed by
an authorized representative of each part-.
23. Entirety of Ageement This Agreement contains the entire understaarding and agreement
be ixeen City and Vendor, their assigns, and successors in interim as to the matters co=uued herein_ Any
prior or c� ..,r,.� �,eous oral OrVffifien kUeemertisherebv declared null and void to the raterrtin conflict
}pith any. provision of this Agreement.
24. Counterparts, This Agreement may be fflucu led in one or more: counterparts, and each
counterpart vLill, for all purposes be deemed am o¢i2.inaL but all such counterparts %;ill together constitute
c me and the same mstnaneEL
25. Warramty of Sitices. Vendor -"grants that its sen�ices Rill be of a high quality and
conform to generally prevailing industry- standards. City must giVe written notice of any breach of this
}%urranh- -"ithin thirty (3 0) days from the date that the services are completed. In such nmt, at Vendor's
option, Vendor gill either (a) use commercially reasonable efforts to re perfaoma the sen•icaes m a manner
that conforms vMh the %%aarmly, or (b) refund the fees paid by City- to �Tendar for the n nm fbr=ry
senioes.
26. Inter' ratios and -Nationality :act. Vendor murst uwifi- the identity and employes
eJig�ibility of its emplmees if any, v&o perform uvrk under this Ap;reement including oompletiniz the
Fmplo±rmerit Eligibility Verif catiam Form CI-9) isr accordance ;-ith federal lave-_ Independent contractors
are not subject to I-9 requirements. Upon request. by Cit}-, Vendor will certify in i%citing that it complies
}pith applicable federal and state laudregarding employment eligibility- for any employees performing-wuk
under this Agreement. Vendor mint establish appropriate procedures and oantrols so that no Services mill
be performed In- any employee who is not glh- eligible to perform such S enlIces_ VENDOR %VML
INDEUMFY CITY -D HOLD CITY E ARMS SS FROM ANY PENALTEES, LUBILITIES,
OR LOSSES DL_E TO VIOLATIONS OF THIS PAR. GKkPH BY VENDORS EMPLO EE&
City, upon written notice to Vendor, will have the right to bm ediately terminate Us Agreement far
-violattions of this pzokasion by V ender_
27. Ownershin of Work Pro -duet. City will be the solo and exclusive m%uer of all reports,
work pgem procedures, guides, and doe metnation that are created: published, displayed: or produced in
conjunction with the sentio.es prodded under this kgreemerdt (collectively, " %Vorrk Produ,ct'). Further City
vuill be the sole: and exclusive owner of all cape riP_ht: patent trademark-, trade secret, and other proprietary
rights in and to the Work Product. Ovmership of the Work Product will -mire to the benefit of City frown
the date of conception, creation, or fixation of the Work Product in a taniable medium of expression
(whichever occurs first). Each cop}Tig table aspect of the Work Product "ill be considered a "knock -
made -for -hire" vwilhin the meammg of the Copvriaht Act of 19 76, as amended_ If and to the extent such Work
Product, or any part thereof is not considered a "mark -made, -for -hire" vLithin the meaning of the CopNgr k
Ac.t of l976, as ametrded, Vendor hereby- emrpre<ssly assigns to City all exclusive ridt: tithe, and interest in
and to the Work Produce and all copies thereof, and in and to the cop}ri�ft patent, trademark, trade secret;
and all other proprietary rift therein_ that City may have or obtain, uathout further com.sideration, free
from any claim lien for balance due: or rights of retention there o on the part of City-_
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28. Suture tithority. The person signing this Agreement hereby warrants that tbev have
the legal authority to execute this Agreement on behalf of the respective part-, and that such binding
au horiq has been granted bar proper order, resolution, ordinance. or other authorization of the entity_ This
Agreement, and aw amendment hereto, may be executed by any arttho=' d representative of Vendor_ Each
part; is full- entitled to rely on these: u arranties and representmt ons in entering into this Agreement or any
amseadment hereto_
29. Chamee in Comvmv Name or Gamershin. Vendor must notify Citlr's Purchasing
Nkmager, in writing, of a company name. ownership, or address change far the purpose of maintaining
updated City recerds_ The president ofVendor or authorized of icW must sign the later. A letter indica g
changes in a company name or ommership must be accompanied 1A#h supporting Nepal dc+=eia ation such
as an updated W-9. documents filed with the state indicating such change, ccrpy of the board of director's
resolution apprmin.R the action, or an executed merger ar acquisition a,.eneement_ Failure to provide the
ipeciEed dam mentatiam may adversely impact invoice paymmts.
30. No hQmwtt of Israel. If Vendor has fewer than 10 employees or this AVeement is for
less than $100,000, this stcdon does not appt % Vendor aclmawKizes that in accordance v�ith Chapter
2271 of the Texas Government Code, the City is prohibited from enterin- into a contract -Rith a compffliv
for goods or services unless the contract gains a written v-erification from the company that it (1) dce5
not bofrcottIsrael- and (2) will not bolroottload during the term of the contract. The tmns`boy-cottIRraet::
and "compa has the M'.� ascned to those terms in chapter 2z +1 of the Texas C,oyerrnnent Cade_
]Ely signing this Wit, Vendor certifles that Vendor's signature provides u ritten -verification to
the City that Vendor: (1) does not boycott ]Israel; anti (2) will not boycott Israel during the term of
the Agreement.
31. Prohibition on Boycotting EneTWvCommmies_ If Vendor has.fewer than 10 emploven
or this Agreement is for less Ihan S100,000, this section does not apph-. Vendor aclnawledges that in
accordance with Chapter 2276 of the Twos OcAwninnit Code, the Citv is prohibited from enteric into a
contract for goads or services that has a vulim of $100,DDD or more the is to be paid -wholly or party- from
public funds of the City with a company urith 10 or more full-time emplorr ees u lless the contract contains
a Witten Vefi&aticm from, the Vendor that it (1) does not boycott energy companies; and .) v11Il not
boycott energy companies during the team of this Agreement To the extent that Chapter 2276 of the
Gm-emmnent Cc& is applicable to this Agreement, by sigpimg this Aggreement, Vendor certifies that
Vendor's signature provides written verification to the City that Vendor: (1) does not boycott energy
companies; and ) will not boycott eaer� companies du riii E� the term of this Agreement.
32. Prohibition on Discrimination Against Firearm and Animnnitian Industries. If
Vendor has few" than 10 employees or this Agreement is for less than 100,M), this section doers not
apply. V en,dor acknmvledges that in accordance with Chapter 227 4 of the Texas {'ion-ermnent Code, the
City is prohibited from entering into a cou-act for goods or services that has a %-slue of 5100,000 or more
that is to be paid wt olly or partly from, public fund of the City with a comrpmy with 1 D or more full-time
employ ee s unless the contract contains a written verification from the Venda that it: (1) does not have a
practice, polio-. guidance, or dbwth-e that discriminates against a firearm entity or firearm trade
association; and (2) will not :, =r:w ==Sate during the term of the contract against a firearm ectitv or firearm
trade association_ To the exter_t ti==.: Chapter 22'4 of the Gm-ernmerst Code is applicable to this Agreement
by signing this Agreement, Vein dor certifies that Wador`s sipature provides ;mitten v-erifncatirm to
the Cat , that Vendor: (1) does not have a practice, policy, guidance, or directive that discriminates
against a firearm entity or firearin trade association; and ) rvill not discriiniisare against a firearm
entity- or firearm trade association during the term of this Agreement,
Vender Smarr Age — wxc:r.ww, LLC dbazMV Pie 3 of 1-7
33. Electronic Sipatures. This Agreement may be executed by el5ctram1
c si natme, -Mrich
will be considered as an original signature for all pu poses and have the same fame and effict a3 an ori_�l
signature. For these purposes, `-electronic si hire" meams electronically scanned and transmitted'Vemcros
(e. g. via pdffile or facsimile tramsmissiaui) of an o¢i.2inal signature: or sivatures eledronicalh- iusexted via
soft-u-are such as Adobe SISU
[ IGNATU F, PAGE FOLLOWS]
VEndw Sari m ,3grBm= — WIC IIW, LLC dba zip Pie 9 Of 1-7
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples.
CITY OF RT WORTH:
By -
Name: William Johnson
Title: Assistant City Nlatnager
Date: 07/17/2025
- 'VENDOR:
WHC DFW, LLC DBA aTRIP;
BY: /
Name: D A VKiiin
Title: Chief Operating Officer
Date:
FOR CITT OF = ORT WORTH LN-TERN AL PROCESSES:
Appr Dual Recommended:
By:
James Davis (Jul 17, 2025 13:30 CDT)
Dame:
Jim Davis
Title:
Fire Chief
Attest:
poi..... °daa
Mo
1, . �b�r�++n o
aaan aEzasgaad
Bv:
Dame:
Jarinette S- Goodall
Title:
City. Secretary
Contract Authorixatk m:
1' UQ Noce Required
Date MC Approved: I 'A
Form 1295: NiA
Contract Compliance Manager:
By siting I a,c]m=ledge that I am the person
respomihle for the momitoring and administration
of this contraLt including ensuning all perlbrnLm.-e
and reWrting requirements_
By:
Dame: Brenda Rai
Title: Purchasing %eager
Approved a:: to Form and Legalin--.
By-:
Name:
Taylor Pu:s
Title:
Sr- Awistant City Attorney
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Vmdnr SEnics ,3g—UMI1FW LLC dbazTJp Page 1-D of 17
FXB= A
SCOPE OF SERI ICES
In addition to the Scope of Senzces enumerated herein, senzces under the Agreement include all
elements proposed in Vendor-s response to the City-s RFQ 25-011fr, -Much farmed the basis of contract
a%rard.
1.0 SCOPE
1.1 Vendor will pro-tlde aim-mergency medical transporb3fion sendzes fear the City of Fart
Worth's Fire Depmment on air `-a.:,-needed" basis_
IO Bpi GROUND
2_ 1 The City of Fort Worth is transitiaming to provide its onu Emeraemc�- Medical Senzces
(ENE) through the Fart W rth Fire Departinent (FWFD), replacl4E� hfedStar as the re2ion's 1='time
ENIS provider. As pert of this transition, the City %;ill continue to provide tran.g*rtarion ser171ces to
support Mobile Iutezrated Healthcare (1+IIH) cliff helpipg improva access to care b} tramsporbm
indi-klduals to and from medical appointments. pharmacies, and other community resources.
2_2 In 2024, appromimately 2AO ride requests ware complet-ad fbr 90 participants.
10 PICKUP LOCATIONS
3.1 Pidaip locarions mill t-picall} arminate with nthe Fort Worth Fire Department EMS System
service area, as outlined in Section 7.11_ Des, tioas may include_ but are not limited to:
3.1.1 Physieimoffices
3.1_2 Clinics
3.1.3 Urrwnt care venters
3.1.4 Hospitals (e.g., JPS, THR- Baylor Scott & White)
3.1.7 Pharmacies
3.1.6 Community -based or.2 izatiams
3.1.7- Return trips may 6e required fi= outside the sen'live area back into the EMS
sendca area-
4.0 Ip-1}OR hiDTiNRT-NI REQUIREIIE� TS
4.1 The Vendor must hwa e a minimum of fn-e (5) conseeuti%,e -years od' reneaoe pro-kzding a
mobJe application-besedtransportatian sen•icce_
4.1.1 Individual drivers must haze a minimum of two (2) years of licensed dri-,*
experience.
4_2 The Vend." must hold a current and valid Tramsportatkm Net%-u&- Comlpamies [T IC) permit
V mdx Sm m ,emu= —MT —UM UC dba zip Page 11 ell7
as required by Texas HB 100, (91R); or
4_3 The Vendor's company must hold a =ent and -jr—'id ;Y eEcle for Hire Operating Authority
Licensepro aded b.r the City of Fort Worth Transponation Department as required bry Ordinance No_
2,2308-06-2.U16_ A-HC DnV-. LLC mars this license and canprmide documentation upon request
Note: Compliance with either Section 4.2 or Section 4_3 is acceptable_ Vendors are not required
to meet both_
4_4 All m dduals operating vehicles to perform services under this Agremaent must hold a
=ent and valid Temas Driver s License_ This includes auv drivErs enuged by the Vendor, whether
emplovees or independent contractors.
4_1 The Vendor must employ. a m;nimian of 8 emplorees_
4_6 Thu Vendor must maintaia active and adequate commercial automobile insurance and aenesal
babil* m' a covera,Qe in compliance with Oitv's RisL1 ti Remert standards outlined. in Exhibit k
4_7 The Vendor must conduct bacLgrotmd checks on all drivers, including criminal history and
driving records, at their o am expense before they transport passengers_
&0 TkTNDOR RE PONSOMHTES
5_ 1 The Vendor must have the ability to dispatch the drivers m a tuner and efficient manner, in
accordance with the response times outlined in Sei tid= 6_2 and 6_3. Drix ass assume the safe, secure, and
professional transport of passengers vrfhile they are in their cam This respaaslility does not extend to the
pros ision of medical care or emergenck medical services, which remain, the responsibiLih- of
appropriately licensed medical professionals or emergency responders-
5-2 The Vendor must provide destination trading -;Ia mobile application and -or secure online
portal, and the ih-'s E-VZ will have access to live ride status updates to ensure the patient's
transportation is on track Trip requests must be submitted by. the City Tia the mobile application or online
portal to enable real-timetraddng and status updates_
5_3 The Vendor must provide the ability for the ih,'s EMS to schedule rides is adinanc.e when
possible This will include all rele,-ant patiel information 6_g_, destination, medical needs, special
requirements)_
5A The Vendor must provide on -demand rides in urgent or unforeseen situations, aisuring the
nearest available driver can promptl-r provide the requi 'Ed transport scheduling for patieat appointments.
5_5 The Vendor's fleet of vehicles must meet the necessary. accessibilih standards for patients
uuho mayrequire standard wheelchairs, walkers, or other usisbve deiL�aes. Accommodaticm of oxTr-sited
or bariatrie vrdreelchairs ma■r not be a%-ailable_
5_ti In soine caees, patients may require a caregiver or family member to accompany them. The
ride must allow for an additional passenger (caregiver) at no extra charge, pirmaded space is available in
the -vehicle_
5_7 The Vendor must maintain a comprehensilM, anti -drug and alcohol rr,iTise pro¢ram.
Vmdw SuitsAgRmm= -1kkj�:Lww, LLC dam Page 12 of 1-7
5_9 The VTcndor must implaneat and enforce a randomized drug screen process for its drivers, at
their -n expense_
5_9 The V-endor must ensure that all vehicles are regularly inspected and mamta ned in safe.
clean, and operable condition
5.1D All drivers must display: proper idmdficarion and company credentials rhmng uanqort
senices.
5_11 The Vendor must maintain a wEaplaint resolution process and respond to City inquiries or
issues x%ithim 2 business days_
U PERFORILANCE REQUME ENTS
6_1 Transportation services must be available 214 hours a dwy, + dm-s a -weed 365 days a year.
6_2 For pre -scheduled rides, confirmation should occur at the time of booking. The driver should
have an on -time arrival at the pidLup location.
3 For on-danand rides, drivers should be dispatched within 15 minutes of the request bebag
6A All personnel must comply vuwth Health Iwtuamce Portability and Aoeountabilitv Act
(HTAA) regulatiom and patient privacy standards-
6-5 Senices musk be deli%wed in a professional, courteous and safe manner_ m accordamce lAith
applicable federal, state, and local regulations, including the Anaericans ATth Disabilities Act (ADA),
which include but are not limited to the follouinu~:
.6.5.1 Services are to be prodded in a door-to-door manner consistent i%ith ADA
standards: and the driver is to assist and escort the passenger to and from the vehicle, when such
assistance is reasonable, saft, and permitted under ADA guidelines.
6.5.2 Drivems are respam_sible for positioning and assisting %ith standard at,eelchairs,
wallcera, or other assistive devises to ensure safe access to and from the vehicle, in compliance
uithADA requirements_ Assistance may include naTkIllgating sidewalk curbs or similar obstacles,
provided it can be dare safer and Althout risk of injmt k to the passenger or dri-L•er_
-r.5.3 Drivers are to offer and provide all other necessary assistance in boarding or
alighting the iiehicle_
6.5_4 Drivers are to open and close the door of the vehicle far the passenuzer.
6.5_5 Drivers are a;so to assist the passengers %iTth pacicages and bags.
6.5_6 All passen--ers must have access to and w� a s belt_
7.0 EM SERVICE AREA
7_1 The EMS sen-ice area coy-ers 436 square miles and moretban 1 million resideEls iaFort
Worth and 13 sgro ndim cities_
Vendw Smuu Ag—UECI1W LLC dbazTJp Page U of 17
?_ 1.1 Bhte IG)md
11_2 City of Sansoma Pack
11_3 Ed2eclifflrilla--e
?.1.4 Forest Hill
?.1.5 Hallam Oith-
7.1.6 Haslet
7.1.7.- Lake Worth
7.1.5 Richland Hills
11.9 River Oaks
?_1.10 Savnw
?_1.11 ToL;m of Lakeside
?_1.12 WeshhxYrffi Village
I1.13 Voluite Settlement
Vmior 5Ewm- VIHZ E 9G. L C &a dip Pz ge 14 of 1-7
EAMBIT E
PRICE SCE ED=
RFQt 25-0116; Non -Emergeney Medical Transportation Services
Mandarp RMO
rlti-1
6r4e Fee! ir[ludet miler-D-5
Pwrrjp
700
550¢+7 5 10.00cm
"ulcer Flo u r f _ Koeidy • F r"
6am•!Si—
After41ours Rld#
ai.2
Ere Fee! wwAwdahmiler&5
Per fide
50
5150.04 S7.SCU.0a
rladrz bkvam *wP*Pdlur
M—r■■nilir r j#Wkiiirrs
$1-3
WhoolOmir-AucessllaleRgUe
Perrrda
50
5250.a4 i12,5W00
E"a Fea:aicklde■ m0er4.5
Pof 14111* Folk
APplrea to eap mile beyond frdW
6 rrWtF.
NJ
Per Ule
1
$280
+�Pplr�Gk m 5un0rr AlMr-
W-rr, irad irM iidt hiir•�dYiri6{i
.Kb*
waIT'Mme Poo
Mi.4
rpm■ wren 1hr vehicle ■rrr`em al
[fthepKkuplocairanandcanirnuet
PQrminr
$Q$Q -
urNrrlhe rehrckideprr#F
Mp Shp-Fw■
59%0E"U
AppreF d Ihe#amer+ger in n-A
FeO 4WHG*l:
Ki.6
pRereriii 4W U e pr kwp kwAb l
4i0Pe rrrpB
1
525JDD.
�rin T} nrr.uhe r
U-5 00.
cr
Dependerpon WeIYM
512D Do
�34,44r7`
-AddrioAAlFenMay A"4&s"�aN1-kIli-S,orN1.d Move.ire-�MTrBnspnnMeand Ore.msur"sGejwndenr
Price adjustments may oa.� be requested on an annual basis in ccnjunak n uiththe contracts rene-wal=
1_ Vender must submit its pride adjustment request,in writing, at lust 60 days befiore the requested
emotive period_ Vender shall provide written proof of cast increases with the price adjustment
request
2. If the City.- ooneludes that the rate imrea se being requested 1. unacceptable~ the City resewas the
rmht to adjust the rate request orrejeetthe rate request iia its entiretlr and allowthe coakaetto
expire at the end of the contract term. If the City elects not to exercise the rene;-%al optima the
Purchwin•R Digision remTves the right to issue a new solicitation orprocure the sen'lices by any
other allocable means-
3. Prices shall remain firm for the term ofthe Agreaxe t and shall inclade all associated freio t and
Vmdnr Sm1m fie»-VkMI7M, [J C &azaw Page is of 17
delivery costs, lmless othem-ise specifically stated and a_veed to by City_
4. Upon expirabon of the eemmt term, Vendor agrees to hold over under the same terms and
conditions of the exemrted A --regiment far a reascmble period of lame to allow the cats to re -bid
an apreementa not to exceed ninety (90) days_
5. The prmllision of paods an& or sen ims shall not be suspended by Vendor except as ea€pressly
allowed V the contract's terms and conditions.
Vendor shall invoice after delivery of the goods and. cr senzces.
Vendar shall send 1331Mines electrominally to Cite-s centralized Accounts Pa, able department invoice
email address: m=lieriuvoi=5fortuwthtesas_Env
Pa}mint Terms are Net 3 0 Days_
*,Tender Smim AgmmiEM —U=FW [.LC dha ship P24e 16 of III
EDIT C
TYTJMCATION OF SIGNATURE AUTHORIrY..
TVTiC DM, LLC DMk aTRIP
2515 IR ING BHULEV :4RD
DALLAS, TEXAS 75207
Execution of this Signature 'Verification Form fform"} hereby ceitifies that the following
individuals andlor positions have the authority to legally bind Vendor and tO execute any eT order,
amendment or ch uVe order on behalf of Vendor. Such btnding authority has been g by P P
Iegolution, ordinance bT other authorization, of Vendor- City is fully entitled to rely on the warranty and
representation set forth in this Form in entering into any agreement OT amendmcnt with Vendor. Vendor
will submit an updated Form xvithin teen (10) business days if there are =Y changes to the signatDry
autho*. City is entitledto rely on any eurrentex ecutedForm utYtilitttieceiv es arev ised Famithathasbeen
properly executed by Vendor.
Position:
• �r CJ
Signature
2. blame:
Position'.
Signature
3. Name:
Position:
Signature
Name. Dwight Kines
Signature of President / CEO
Title., i f erann
Other T e.Officer
, e
DateCh: 1�
Tduuodnr Sa.vims Ageem= — U1FL 13W [LC damp Page 17 at 17