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HomeMy WebLinkAboutContract 63545City Secretary Contract No. 63545 FORT WORTH, "1*41 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, and FLG2 CONSULTING, LLC ("Vendor"), a domestic limited liability company, each individually referred to as a "party" and collectively referred to as the "parties." AGREEMENT DOCUMENTS: The Agreement documents shall include the following: 1. This Vendor Services Agreement; 2. Exhibit A — Scope of Services; 3. Exhibit B — Price Schedule; and Exhibits A and B, which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits A or B and the terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement shall control. 1. Scope of Services. Vendor will provide the City with consulting services related to the City's EMS System including the following: assisting in the development of a revenue plan and to restore revenue to the EMS operations; providing assistance with Medicare/Medicaid licensing and registration; and assisting in identifying and negotiating payment agreements with large insurance companies, and such other services as detailed in the attached proposal, which is attached hereto and incorporated herein, as Exhibit A. 2. Term. This Agreement shall, upon signature by the City Manager below, to be effective as of July 1, 2025 ("Effective Date") and shall expire one-year from the Effective Date ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). The Parties may mutually agree, in writing, to renew this Agreement under the same terms and conditions for up to two one-year renewal terms. 3. Compensation. 3.1 Compensation under this Agreement for any single term, including any renewal term, if exercised, will not exceed $5,000.00 monthly. 3.2 The Vendor acknowledges that this is a non-exclusive agreement and there OFFICIAL RECORD Vendor Services Agreement CITY SECRETARY Page 1 of 16 FT. WORTH, TX City Secretary Contract No. is no guarantee of any specific amount of purchase. 3.3 City will pay Vendor in accordance with the Prompt Payment Act (Chapter 225 of the Texas Government Code) and the provisions of this Agreement, including Exhibit "B" - Price Schedule, which is attached hereto and incorporated herein for all purposes. 3.4 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 30 days' written notice of termination. 4.2 Non -appropriation 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 shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall 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 shall 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 shall return all City provided data to City in a machine readable format or other format deemed acceptable to City. 5. Disclosure of Conflicts and Confidential Information. 5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing. 5.2 Confidential Information. Vendor, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by City ("City Vendor Services Agreement Page 2 of 16 City Secretary Contract No. Information") as confidential and shall not disclose any such information to a third party without the prior written approval of City. 5.3 Public Information Act. City is a government entity under the laws of the State of Texas and all documents held or maintained by 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 shall promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 5.4 Unauthorized Access. Vendor shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor shall 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 shall, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and shall fully cooperate with City to protect such City Information from further unauthorized disclosure. 6. Right to Audit. Vendor agrees that City shall, 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 shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. 7. Independent Contractor. It is expressly understood and agreed that Vendor shall 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, except as expressly provided herein. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor shall 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 subVendors. Such authorization does not constitute an agency relationship, and Vendor shall not have the authority to bind the City or enter into contracts or obligations on the City's behalf unless expressly authorized in writing by the City. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, Vendors and subVendors. Vendor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City shall in no way be considered a Co -employer or a Joint employer of Vendor or any officers, agents, servants, employees or subVendor of Vendor. Neither Vendor, nor any officers, agents, servants, employees or subVendor of Vendor shall be entitled to any employment benefits from City. Vendor shall be responsible and liable for any and Vendor Services Agreement Page 3 of 16 City Secretary Contract No. all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or subVendor. 8. Liability and Indemnification. 8.1 LIABILITY - VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCL UDING DEATH, TO ANYAND ALL PERSONS, OFANY 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, AGENTS, SERVANTS OR EMPLOYEES. 8.2 GENERAL INDEMNIFICATION- VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROMAND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS AND/OR PERSONAL INJURY, INCLUDING 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, SERVANTS OR EMPLOYEES. 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION - VENDOR AGREES TO DEFEND, SETTLE, OR PAY, AT ITS OWN COST AND EXPENSE, ANY CLAIM OR ACTION AGAINST CITY FOR INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADE MARK, TRADE SECRET, OR SIMILAR PROPERTY RIGHT ARISING FROM CITY'S USE OF THE SOFTWARE AND/OR DOCUMENTATION IN ACCORDANCE WITH THIS AGREEMENT, IT BEING UNDERSTOOD THAT THIS AGREEMENT TO DEFEND, SETTLE OR PAYSHALL NOT APPLY IF CITY MODIFIES OR MISUSES THE SOFTWARE AND/OR DOCUMENTATION. SO LONG AS VENDOR BEARS THE COST AND EXPENSE OF PAYMENT FOR CLAIMS OR ACTIONS AGAINST CITY PURSUANT TO THIS SECTION, VENDOR SHALL HAVE THE RIGHT TO CONDUCT THE DEFENSE OF ANY SUCH CLAIM OR ACTION AND ALL NEGOTIATIONS FOR ITS SETTLEMENT OR COMPROMISE AND TO SETTLE OR COMPROMISE ANY SUCH CLAIM; HOWEVER, CITY SHALL HAVE THE RIGHT TO FULLY PARTICIPATE IN ANY AND ALL SUCH SETTLEMENT, NEGOTIATIONS, OR LA WSUIT AS NECESSARY TO PROTECT CITY'S INTEREST, AND CITY AGREES TO COOPERATE WITH VENDOR IN DOING SO. IN THE EVENT CITY, FOR WHATEVER REASON, ASSUMES THE RESPONSIBILITY FOR PAYMENT OF COSTS AND EXPENSES FOR ANY CLAIM OR ACTION BROUGHT AGAINST CITY FOR INFRINGEMENT ARISING UNDER THIS AGREEMENT, CITY SHALL HAVE THE SOLE RIGHT TO CONDUCT THE DEFENSE OF ANY SUCH CLAIM OR ACTION AND ALL NEGOTIATIONS FOR ITS SETTLEMENT OR Vendor Services Agreement Page 4 of 16 City Secretary Contract No. COMPROMISE AND TO SETTLE OR COMPROMISE ANY SUCH CLAIM, HOWEVER, VENDOR SHALL FULLY PARTICIPATE AND COOPERATE WITH CITY IN DEFENSE OF SUCH CLAIM OR ACTION. CITYAGREES TO GIVE VENDOR TIMELY WRITTENNOTICE OFANYSUCH CLAIM OR ACTION, WITH COPIES OF ALL PAPERS CITYMAY RECEIVE RELATING THERETO. NOTWITHSTANDING THE FOREGOING, CITY'S ASSUMPTION OF PAYMENT OF COSTS OR EXPENSES SHALL NOT ELIMINATE VENDOR'S DUTY TO INDEMNIFY CITY UNDER THIS AGREEMENT. IF THE SOFTWARE AND/OR DOCUMENTATION OR ANYPART THEREOF IS HELD TO INFRINGE AND THE USE THEREOF IS ENJOINED OR RESTRAINED OR, IF AS A RESULT OF A SETTLEMENT OR COMPROMISE, SUCH USE IS MATERIALLY ADVERSELY RESTRICTED, VENDOR SHALL, AT ITS OWN EXPENSE AND AS CITY'S SOLE REMEDY, EITHER: (A) PROCURE FOR CITY THE RIGHT TO CONTINUE TO USE THE SOFTWARE AND/OR DOCUMENTATION; OR (B) MODIFY THE SOFTWARE AND/OR DOCUMENTATION TO MAKE IT NON -INFRINGING, PROVIDED THAT SUCH MODIFICATION DOES NOT MATERIALLY ADVERSELYAFFECT CITY'SAUTHORIZED USE OF THE SOFTWAREAND/OR DOCUMENTATION; OR (C) REPLACE THE SOFTWARE AND/OR DOCUMENTATION WITHEQUALLY SUITABLE, COMPATIBLE, AND FUNCTIONALLY EQUIVALENT NON -INFRINGING SOFTWARE AND/OR DOCUMENTATION AT NO ADDITIONAL CHARGE TO CITY, OR (D) IF NONE OF THE FOREGOING ALTERNATIVES IS REASONABLY AVAILABLE TO VENDOR TERMINATE THIS AGREEMENT, AND REFUND ALL AMOUNTS PAID TO VENDOR BY CITY, SUBSEQUENT TO WHICH TERMINATION CITY MAY SEEK ANY AND ALL REMEDIES AVAILABLE TO CITY UNDER LAW. 9. Assignment and Subcontracting. 9.1 Assignment. Vendor shall 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 shall 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 shall 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, sub Vendor shall execute a written agreement with Vendor referencing this Agreement under which sub Vendor shall agree to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor shall provide City with a fully executed copy of any such subcontract. 10. Insurance. Vendor shall 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 work pursuant to this Agreement: 10.1 Coverage and Limits Vendor Services Agreement Page 5 of 16 City Secretary Contract No. (a) Commercial General Liability: $1,000,000 - Each Occurrence $2,000,000 - Aggregate (b) 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 shall 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 shall be submitted to City to evidence coverage. 10.2 General Requirements (a) The commercial general liability and automobile liability policies shall name City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) 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. (c) Any failure on the part of City to request required insurance documentation shall not constitute a waiver of the insurance requirement. (d) Certificates of Insurance evidencing that Vendor has obtained all required insurance shall be delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement. 11. Compliance with Laws, Ordinances, Rules and Regulations. Vendor agrees that in the performance of its obligations hereunder, it shall 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 shall immediately desist from and correct the violation. Vendor Services Agreement Page 6 of 16 City Secretary Contract No. 12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, subVendors and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder, it shall 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, SUBVENDORSS 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 shall 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: Jesus "Jay" Chapa City Manager 100 Fort Worth Trail Fort Worth, TX 76102 With copy to Fort Worth City Attorney's Office at same address To VENDOR: FLG2 Consulting, LLC Attn: Frank Gresh Director 18524 Salvador Rd Edmond, OK 73012 14. 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. 15. No Waiver. The failure of City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall 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. 16. Governing Law / Venue. This Agreement shall 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 shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 17. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. Vendor Services Agreement Page 7 of 16 City Secretary Contract No. 18. Force Maieure. City and Vendor shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall 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, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 19. Headings not Controlling. Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. 20. 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 shall not be employed in the interpretation of this Agreement or Exhibits A, B, and C. 21. Amendments / Modifications / Extensions. No amendment, modification, or extension of this Agreement shall be binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized representative of each party. 22. Entirety of Agreement. This Agreement, including Exhibits A, B and C, contains the entire understanding and agreement between City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 23. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument. 24. 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 shall 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. 25. Immigration and Nationalitv Act. Vendor shall 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 shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR SHALL Vendor Services Agreement Page 8 of 16 City Secretary Contract No. INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. 26. Ownership of Work Product. City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation, created, published, displayed, and/or produced in conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, City shall be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product. Ownership of the Work Product shall inure to the benefit of City from the date of conception, creation or fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each copyrightable aspect of the Work Product shall be considered a "work -made -for -hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is not considered a "work -made -for -hire" within the meaning of the Copyright Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title and interest in and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret, and all other proprietary rights therein, that City may have or obtain, without further consideration, free from any claim, lien for balance due, or rights of retention thereto on the part of City. The above notwithstanding, City acknowledges certain deliverables that have been created by Vendor prior to the effective date of this Agreement, such as sample statements forms, and communications, are based on Vendor's templates, which are and shall remain Vendor's exclusive intellectual property. Vendor grants to City a non-exclusive, perpetual, royalty -free license to use, copy, and distribute deliverables containing Vendor's intellectual property. This license does not include any right to grant any sublicenses. 27. Signature Authoritv. The person signing this Agreement hereby warrants that he/she has 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 whose name, title and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit "C". Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 28. Change in Companv Name or Ownership. Vendor shall notify City's Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of Vendor or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director's resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact future invoice payments. Vendor Services Agreement Page 9 of 16 City Secretary Contract No. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples. (signature page follows) Vendor Services Agreement Page 10 of 16 City Secretary Contract No. [Executed effective as of the date signed by the City Manager below.] / [ACCEPTED AND AGREED:] City: UJL By: William hnson (Jun 26, 2025 14:08 CDT) Name: William Johnson Title: Assistant City Manager Date: 06/26/2025 Vendor: /r//�i�1 By: Name: Frank Gresh Title: Director Date: 06/24/2025 CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approved as to Form and Legality: By: Name: Taylor C. Paris Title: Assistant City Attorney Contract Authorization: M&C: N/A Date M&C Approved: 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: William hnson (Jun 26, 2025 14:08 CDT) Name: William Johnson Title: Assistant City Manager City Secretary: poi FOR.. . �9dd �\��A E#st ppa4 nFav546 By: 11/ Name: Jannette S. Goodall Title: City Secretary OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Services Agreement Page It of 16 EXHIBIT A SCOPE OF SERVICES Vendor shall provide the City with the services as described in Section I of the Agreement and the following scope of services, which is incorporated by this reference, on an as needed and requested basis in a consulting role for the City. Vendor will consult with the City, as needed, to assist with the City's development and execution of a comprehensive revenue plan to restore and enhance the financial sustainability of its Emergency Medical Services (EMS) operations. The Vendor will focus on optimizing revenue streams, assisting the City in securing necessary licenses, and developing strategic partnerships with key stakeholders. The Vendor will also assist in hiring a dedicated Revenue Development Manager to ensure long-term success of the EMS revenue strategy. This relationship is anticipated to be primarily accomplished by remote support. If on -site support is needed, it must be approved in advance by the City. Vendor's consultant role and scope of services is more specifically described as follows: 1. Objectives The primary objectives of this engagement are to: • Assist in the City's development of a robust revenue plan to restore and maximize EMS operational revenue. • Assist the City to enhance revenue through Interfacility Transfers (IFTs) and other service offerings and management of IFT offerings through the Service Area. • Assist the City to secure and maintain full Medicare and Medicaid licensure (State and Federal authorizations). • Assist the City in negotiating favorable payment agreements with major insurance providers, such as Aetna, Blue Cross/Blue Shield, Unitedflealthcare, and others. • Support the recruitment and onboarding of a Revenue Development Manager to sustain revenue growth. • Assist in developing relationships with key decision makers in hospitals, regional partner organizations, and other healthcare stakeholders 2. Scope of Services: Revenue Plan Development Assessment of Current Revenue Streams: Conduct a comprehensive review of existing EMS revenue sources, including billing practices, reimbursement rates, and collection processes. Vendor Services Agreement — Exhibit C Page 12 of 16 City Secretary Contract No. Analyze historical EMS operational data to identify revenue gaps, inefficiencies, and opportunities for improvement. Evaluate current Interfacility Transfer (IFT) processes, volume, and revenue potential. • Evaluate current ambulance membership program and assist in developing alternatives or other ways of increasing participation in the membership program. • Revenue Plan Creation: • Identify new revenue opportunities, such as expanding IFT services, community paramedicine programs, or partnerships with local healthcare providers. Propose billing and collection process improvements to maximize reimbursement rates and reduce claim denials. Incorporate key performance indicators (KPIs) to measure revenue plan success, such as collection rates, IFT volume growth, and reimbursement turnaround time. • Stakeholder Engagement: • Collaborate with EMS leadership, municipal finance staff, and other relevant departments to ensure alignment of the revenue plan with operational and budgetary goals. Medicare and Medicaid Licensure • Licensing Assessment: • Review the status of the City's EMS Medicare and Medicaid provider certifications, including compliance with state and federal regulations. • Identify any gaps or deficiencies in licensure documentation, processes, or operational compliance. • Licensure Support: • Assist in preparing and submitting applications for full Medicare and Medicaid provider status, including necessary state and federal authorizations. • Provide guidance on compliance with Centers for Medicare & Medicaid Services (CMS) requirements, Texas Department of State Health Services (DSHS) regulations, and other relevant standards. Negotiation of Pavment Agreements with Insurers • Insurer Analysis: Review current EMS contracts with insurers to identify areas for improved reimbursement rates or terms. Vendor Services Agreement Page 13 of 16 City Secretary Contract No. • Negotiation Strategy: • Assist in the development of a negotiation strategy to secure favorable payment agreements, focusing on competitive reimbursement rates, timely payments, and streamlined claims processes. • Contract Execution: Assist with negotiations with Aetna, Blue Cross/Blue Shield, UnitedHealthcare, and other identified insurers. Recruitment of Revenue Development Manager • Recruitment Support: Collaborate with the City leadership to develop a recruitment strategy, including job postings, candidate sourcing, and interview processes. Assist in reviewing resumes, conducting initial candidate screenings, and recommending top candidates for interviews. • Onboarding and Transition: • Provide transitional support to the Revenue Development Manager as requested to ensure successful implementation of the revenue plan. Stakeholder Relationship Building • Regional Healthcare System Engagement: • Assist in identifying key decision -makers at healthcare facilities in the City's EMS System Service Area. • Assist in developing relationships with regional partner organizations such as NCCTTRAC (North Central Texas Trauma Regional Advisory Council) • Assist in developing a stakeholder communication plan to maintain ongoing collaboration with hospital leadership. • Community and Regional Partnerships: • Explore partnerships with regional healthcare providers, clinics, and long-term care facilities to expand EMS service opportunities. The Citv will provide: Access to EMS operational data, financial records, and billing reports. • Staff support for coordination, data collection, and stakeholder meetings. Vendor Services Agreement Page 14 of 16 City Secretary Contract No. Access to municipal leadership and relevant departments (e.g., finance, human resources) for collaboration. Rebortin2 and Communication The Vendor will report to Assistant City Manager William Johnson. Vendor Services Agreement Page 15 of 16 City Secretary Contract No. EXHIBIT B PRICE SCHEDULE The City will compensate Vendor for services rendered under this Agreement according to the following price schedule: Monthly Retainer • The City will pay the Vendor a monthly retainer of $5,000.00. Total Compensation Cap • In no event will the total compensation under this Agreement for the initial one- year term (July 1, 2025 to June 30, 2026) exceed $60,000.00. • For each one-year renewal term, if exercised, the total compensation will not exceed $60,000.00, subject to the monthly retainer rates outlined above. Expenses • The monthly retainer is inclusive of all Vendor costs, including personnel, materials, and administrative expenses, unless otherwise agreed in writing by the City. • Should on -site work be necessary, City will reimburse Vendor for reasonable costs of travel such as mileage reimbursement, meals and lodging. Travel must be approved by the City in advance, in writing (email is acceptable). Vendor Services Agreement Page 16 of 16