HomeMy WebLinkAboutContract 63184-A1CSC No. 63184-Al
FIRST AMENDMENT TO CITY SECRETARY CONTRACT NO. 63184
This Amendment is entered into by and between the City of Fort Worth (hereafter "City"), a
Texas home rule municipality, and EMS Technology Solutions, LLC ("Vendor"), each
individually referred to as a "Party" and collectively as the "Parties".
WHEREAS, the Parties previously entered City Secretary Contract 63184 (the
"Agreement"), an Interlocal Agreement created between the Parties to provide medical supply purchasing, metrics, reports, back-order supply and tracking.
WHEREAS, the Initial Term of the Agreement began on July 01, 2025, to expire on
June 30, 2026; and
WHEREAS, the Parties have continued operating under the same terms and conditions of
the Original Agreement;
WHEREAS the Parties wish to amend the Agreement to increase the total yearly
compensation from $50,000.00 to $100,000.00 for the purchase of additional licenses; and
NOW, THEREFORE, the Parties, acting herein by and through their duly authorized
representatives, enter into the following agreement:
1.
AMENDMENTS TO AGREEMENT
The following terms are hereby amended to replace the referenced terms in the Agreement
and shall be binding and enforceable as if they were originally mcluded therem.
1. Compensation. City shall pay Vendor ill accordance with the fee schedule in
Exhibit " C" and in accordance with the provisions of this Agreement. Total payment made
under this Agreement for the fast year by City shall be in an amount up to One Hundred
Thousand Dollars ($100,000.00). Vendor shall not provide any additional items or servicesor 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 shall not be liable for
any additional expenses of Vendor not specified by this Agreement unless City first
approves such expenses in writing.
2.
ALL OTHER TERMS SHALL REMAIN THE SAME
All other provisions of the Contract which are not expressly amended herein shall remain
in full force and effect.
3.
ELECTRONIC SIGNATURE
This Amendment and Renewal may be executed in multiple counterparts, each of
which shall be an original and all of which shall constitute one and the same instrument.
A facsimile copy or computer image, such as a PDF or tiff image, or a signature, shall be
treated as and shall have the same cff ect as an original.
CSC 63184Amendment 1 Page 1 of 2
(signature page follows
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
By:
Date:
Dianna Giordano (Jul 31, 2025 14:07:13 CDT)
William Johnson
Assistant City Manager
APPROVAL RECOMMENDED:
By: James Davis (Jul 30, 2025 16:21:08 CDT)
James Davis Fire Chief
ATTEST:
By: Jannette Goodall City Secretary
EMS Technology Services LLC.:
By: �o.-,r� Nam:Malia Sams-=--
Date:
Title: VP Operations 7/�z/ c2oa5
CSC 63184Amendment 1
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: Brenda Ray Fire Purchasing Manager
APPROVED AS TO FORM AND LEGAi.HY:
By: Taylor Paris
Senior Assistant City Attorney
CONTRACT AUTHORIZATION:
Page2of2
CSC No. 63184
� �� � �� � �
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 EMS Technology Solutions, LLC ("Vendor"),
foreign limited liability company, acting by and through its duly authorized representative, each
individually referred to as a"party" and collectively referred to as the "parties."
AGREEMENT DOCUMENTS:
The Agreement documents includes the following documents, which shall be construed in the order
of precedence as they are listed:
l. This Exempt Vendor Service Agreement;
2. Exhibit A— Scope of Services;
3. Exhibit B— Payment Schedule;
4. Exhibit C— Verification of Signature Authority Form
5. Exhibit D— Exemption Procurement Justification
1. Scope of Services. Vendor will provide the City with the Operative IQ software system
which may be utilized for medical supply purchasing, metrics, reports, back order supply tracking
("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 is for one (1) year, beginning on July 1, 2025
("Effective Date"), unless terminated earlier in accordance with this Agreement. City will have the option,
in its sole discretion, to renew this Agreement under the same terms and conditions, for up to four (4) one-
year additional renewal options (each a"Renewal Term").
3. Comqensation.
3.1 Total compensation under this Agreement will not exceed fifty thousand dollars
and zero cents ($50,000.00) for any single term.
3.2 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"—
Paymeni Schedule, which is attached hereto and incorporated herein for all purposes.
3.3 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.
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Vendor Services Agreement Page 1 of 22
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-A�propriation 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 Obligations 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 wi11 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 Ciry 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
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 Coniidential Information. Vendor, for itself and its officers, agents and employees,
agrees that it will treat all information provided to it by City ("City Infortnation") as confidential
and will not disclose any such information to a third party without the prior written approval of
City.
53 Public Information Act. Ciry is a government entity under the laws of the State of
Texas and all documents held or maintained for Ciry 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.
5.4 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 securiiy 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 cooperaie
with City to protect such City Information from further unauthorized disclosure.
6. Ri�ht 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
Vendor Services Agreement Page 2 of 22
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. Independent Contractor. It is expressly understood and agreed that Vendor will operate
as an independent contractor as to all rights and privileges and wark perfarmed under this Agreement, and
not as agent, representative or employee of City. Subject to and in accordance with the conditions and
provisions of this Agreement, Vendor will have the exclusive right to control the details of its operations
and activities and be solely responsible for the acts and omissions of its officers, agents, servants,
employees, vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior
will not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents,
employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be
construed as the creation of a partnership or joint enterprise between City and Vendor. It is further
understood that City will in no way be considered a co-employer or a joint employer of Vendor or any
officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers,
agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment
benefits from City. Vendor will be responsible and liable for any and all payment and reporting of taxes on
behalf of itself, and any of its officers, agents, servants, employees, or contractors.
Liability and Indemnification.
8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND PERSONAL INJURY,
INCL UDING, INCL UDING, B UT NOT LIMITED TO, DEATH, TO ANY AND ALL
PERSONS, OF ANY KIND OR CHARACTER, WKETHER REAL OR ASSERTED, TO THE
EXTENT CAIISED 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 - i�ENDOR HEREBY COVENANTS AND
AGREES TD 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.
8.3 INTELLECTDAL PROPERTY INDEMNIFICATION — VENDOR AGREES
TO DEFEND, SETTLE, OR PAY, AT ITS OWN COST AND EXPENSE, ANY CLAIM OR
ACTIONAGAINST CITY FOR INFRINGEMENT OFANYPATENT, COPYRIGHT, TRADE
MARK, TRADE SECRET, OR SIMILAR PROPERTYRIGHT ARISING FROM CITY'S IISE
OF THE SOFTWARE OR DOCUMENTATION IN ACCORDANCE WITH THIS
AGREEMENT, IT BEING UNDERSTOOD THAT THIS AGREEMENT TO DEFEND,
SETTLE OR PAY WILL NOT APPLYIF CITYMODIFIES OR MISUSES THE SOFTWARE
Vendor Services Agreement Page 3 of 22
AND/OR DOCUMENTATION. SO LONG AS VENDOR BEARS THE COST AND EXPENSE
OF PAYMENT FOR CLAIMS OR ACTIONS AGAINST CITY PURSUANT TO THIS
SECTION, T�ENDOR WILL HAVE THE RIGHT TO CONDIICT 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 WILL HAVE THE RIGHT TO FULLY PARTICIPATE IN ANY AND ALL SUCH
SETTLEMENT, NEGOTIATIONS, OR LAWSUIT AS NECESSARY TO PROTECT CITY'S
INTEREST, AND CITYAGREES TO COOPERATE WITH VENDOR INDOING SO. IN THE
EVENT CITY, FOR WHATEVER REASON, ASSUMES THE RESPONSIBILITY FOR
PAYMENT OF COSTS AND EXPENSES FOR ANY CLAIM OR ACTION BRDUGHT
AGAINST CITY FOR INFRINGEMENT ARISING UNDER THIS AGREEMENT, CITY
WILL HAVE THE SOLE RIGHT TO CONDtICT THE DEFENSE OF ANY SIICH CLAIM
OR ACTIONAND ALL NEGOTIATIONS FOR ITS SETTLEMENT OR COMPROMISE AND
TO SETTLE OR COMPROMISE ANYSUCH CLAIM; HOWEVER, VENDOR WILL 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 CITY MAY RECEIVE RELATING
THERETO. NOTWITHSTANDING THE FOREGOING, CITY'S ASSUMPTION OF
PAYMENT OF COSTS OR EXPENSES WILL NOT ELIMINATE VENDOR'S DUTY TO
INDEMNIFY CITY UNDER THIS AGREEMENT. IF THE SOFTWARE AND/OR
DOCUMENTATION OR ANY PART 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 MATERIALLYADVERSELYRESTRICTED, VENDOR
WILL, 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
MATERIALLYADVERSELYAFFECT CITY'SAUTHORIZED USE OF THE SOFTWARE
AND/OR DOCUMENTATION; OR (C) REPLACE THE SOFTWARE AND
DOCUMENTATION WITHEQUALLYSUITABLE, COMPATIBLE, AND FUNCTIONALLY
EQUIVALENT NON-INFRINGING SOFTWARE AND DOCUMENTATION AT NO
ADDITIONAL CHARGE TO CITY; OR (D) IF NONE OF THE FOREGOING
ALTERNATIVES IS REASONABLY AVAILABLE TO t�ENDOR TERMINATE THIS
AGREEMENT, AND REFUND ALL AMOUNTS PAID TO VENDOR BY CITY,
SUBSEQUENT TO WHICH TERMINATION CITYMAYSEEKANYAND ALL REMEDIES
AVAILABLE TO CITY UNDER LAW.
9. Assignment and Subcontracting.
9.1 Assi _p,nment. 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, ihe 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 musi provide City with a fully executed copy of any such
subcontract.
Vendor Services Agreement Page 4 of 22
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
Covera�e and Limits
(a)
�)
Coverage will be on any vehicle used by Vendor, or its employees, agents, or
representatives in the course of providing Services under this Agreement. "Any
vehicle" will be any vehicle owned, hired and non-owned.
(c) 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
Commercial General Liability:
$1,000,000 - Each Occurrence
$2,000,000 - Aggregate
Automobile Liability:
$1,000,000 - Each occurrence on a combined single limit basis
Employers' liability
10.2
$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
(d) Professional Liability (Errors & Omissions): ❑� Applicable � N/A
$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 far the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certifrcate of insurance must be submitted to City to evidence coverage.
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.
Vendor Services Agreement Page 5 of 22
(b) The workers' compensation policy must include a Waiver of Subrogation
(Right of Recovery) in favor of City.
(c) A minimum of Thiriy (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, 200 Texas Street, 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.
( fl 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.
11. Compliance with Laws, Ordinances, Rules and Regulations. 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: William Johnson Assistant City Manager
100 Fort Worth Trail
Fort Worth, TX 76102
To VENDOR:
EMS Technology Solutions, LLC
3781 Tramore Pointe Parkway, SW
Austell, GA 30106
Vendor Services Agreement Page 6 of 22
With copy to Fort Worth City Attorney's Office at
same address
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.
Notwithstanding the foregoing, this provision will not apply to an employee of either pariy 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 term ar
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 / Venue. This Agreement will be construed in accordance with the laws
of the State of Texas. If any ac�ion, whether real or asserted, at law ar 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. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be
affected or impaired.
19. Force Maleure. 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 autharity;
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 tbe 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
Vendor Services Agreement Page 7 of 22
Agreement, Exhibit A, and Exhibit B.
22. Amendments / Modifications / Extensions. No amendment, modification, or extension
of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is
executed by an authorized representative of each party.
23. Entirety of Agreement. This Agreement, including Exhibits A and B, contains the entire
understanding and agreement between City and Vendor, their assigns and successors in interest, as to the
matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null
and void to the extent in conflict with any provision of this Agreement.
24. 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
serv�ces.
26. Immigration 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 Ciry 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 performed 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 will be the sole and exclusive owner of all reports,
work papers, procedures, guides, and documentation that are created, published, displayed, or produced in
conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, City
will be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary
rights in and to the Work Product. Ownership of the Work Product will inure to the benefit of City from
the date of conception, creation or fixation of the Work Product in a tangible medium of expression
(whichever occurs first). Each copyrightable aspect of the Work Product will be considered a"work-made-
for-hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work
Product, or any part thereof, is not considered a"work-made-for-hire" within the meaning of the Copyright
Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title and interest in
and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret,
and all other proprietary rights therein, that City may have or obtain, without further consideration, free
from any claim, lien for balance due, or rights of reiention thereio on the part of City.
28. Signature Authority. The person signing this Agreement hereby warrants that they have
the legal authority to execuie 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 entiry. This
Vendor Services Agreement Page 8 of 22
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. Chan�e in Company Name or Ownership. Vendor must notify City's Purchasing
Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining
updated City recards. 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 1ega1 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 Boycott 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 the contract. By signing this
Agreement, Vendor certifies that Vendor's signature provides written verification to the City that
Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement.
31. Prohibition on Bovcotting Ener�y Companies. 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 ar 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. 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 ar 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 the contract 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. Electronic Signatures. This Agreement may be executed by electronic signature, which
will be considered as an original signature for all purposes and have the same farce and effect as an original
signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions
(e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via
software such as Adobe Sign.
(signature page follows)
(remainder ofpage intentionally left blank)
Vendor Services Agreement Page 9 of 22
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples.
CITY OF FORT WORTH:
V '�'� �
By� . DT)
Name: i iam o nso '
Title: Assistant City Manager
Date: ��'�28�2025
VENDOR:
EMS Technology Solutions, LLC
By: ��2'a.eia Sa�
Name: Malia Sams
Title: VP Operations
Date: Apri124, 2025
FOR CITY OF FORT WORTH 1NTERNAL PROCESSES:
Approval Recommended:
James Davis {Apr 28, 2025 11:45 CDT)
By:
Name: James E. Davis
Title: Fire Chief
E�t�CSt:
pO�vOqIl�
FORT��d
a°,� O�-+d
f.o
°a�o �=d°
°�o* °�o o� ��
By: �(���L�ns��.
� � d�Iln nEaAsp4
Name: Jannette Goodall
Title: City Secretary
Contract Authorization:
M&C: N/A
Date M&C Approved:
Form 1295:
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.
$��n,f% Ra�
B}�: BrPnria R�/ (Anr � 7 f1T�
Name: Brenda Ray
Title: Fire Purchasing Manager
Approved as to Form and Legality:
�����
By:
�
Name: Taylor Paris
Title: Senior Assistant City Attorney
OFFICIAL RECORQ
CITY SECRETARY
FT. WORTH, TX
Vendor Services Agreement Page 10 of 22
EXHIBIT A
SPECIFICATIONS:
Operative IQ — Specifications and Services
Operative IQ shall provide the following services and software solutions to the City of Fort Worth.
L Inventory Management System
o Real-time tracking of inedical supplies and equipment.
o Automated stock level notifications and reorder alerts.
o Integration with barcode and RFID systems for supply chain efficiency.
2. Asset Management
o Centralized tracking and management of department assets including tools, medical
devices, and other operational equipment.
o Lifecycle monitoring, maintenance scheduling, and asset assignment tracking.
3. Narcotics Tracking Module
o Secure monitoring of controlled substances from receipt to administration.
o Electronic chain-of-custody documentation and audit-ready reporting.
o Alerts for discrepancies and automated compliance logs with DEA requirements.
4. Fleet Maintenance Module
o Digital inspection logs, preventative maintenance tracking, and repair history.
o Wark order creation and assignment for vehicle-related issues.
o Integration with department scheduling and alert systems.
5. Check Sheet Module
o Daily, weekly, and monthly customizable checklists for vehicle, station, and equipment
inspections.
o Documentation of completed inspections, issues noted, and follow-up actions.
6. User Training and Technical Support
o Initial system setup and onboarding.
o Staff training sessions and documentation.
o Ongoing customer support and system updates throughout the duration of the contract.
Vendor Services Agreement Page 11 of 22
EXHIBIT B
PAYMENT SCHEDULE
�r� - :: _ �_�... �
�r r 1 i a �2�d' �=��'�
�u�telJ �'iti 3 �� u
�JS.=t G � � -21'-_� � �i?
•_��.Il.�d3. »_� � -u:-w� I'I 5�
Ckeiate 69323
Date: Rpril 9, 2a125
Expiration: May� 2�, 2i726
Site I�entifier. hdtp:flmedstarmhc.aperataveiq.�n�
r�ec�sunt#: P.Ifl25�(7
Accouiit
MedSkar M�a6ile HeaJth�are
29UI7 Alta Mere Dr
Fart �'a'c�r�h. Texas 76115
�8l i� 923-37Q�
Prncli�ci� a��tl S�rv�ces
�����II'11►� �
�
www.oper�tiveiq.com
prepared By: Jackson Vvilliams
Ac�r�unl Manager
� a�kso�7�t�perati •�e i�.�am
Rnrrual aervi�e Li�ense
description Part �Jumk�er Quantity� Price Tatal
Li�eaise - In��ntor�t and �tss�t Manag�n�en# Enkerprise 1�� !�4 i��1�2 1 5�7,64Ci.�9 $3�,�i71�.4�7
(Max 1�]f] Units}
License - RFID Annual data 5er��ice and 5upp4rt {Max Ifl 1�1Q382 1 51,20G_(}�7 S1,2dQ.60
F2�aders)
Li�eiise -�larcotics Tracking Safe (Per Safe} 1� 1�1092 1 53,�O�l.�fl 53,C1�[7.4Q
Lic�nse - Naecotics Tracking Safe �;P�r �afe} 1� 1�7t732 3 512fl.�a $36L.4Q
5uk�kt�#al �32,164.6�
ThE arrnunts shtawn do na- includ� sta.e and laca.l sales tax. All applicable taxes will 6e
de:ermine-d 6ased on the la;vs and regulauans a'the �.xing authanties goveming the "^ahip 70' P��'�� `�d� �2MCE5 $'�,���I:�
locatian pmvided on the invoic.e. F, TaK Exempton Certificate m-ay 6e filed ta mver his orcier
a.nd addi^.ianal purchases aithe same gerveral ype o�� property ar services. ShipFing ra�es ������ ���
quo[ed are for L12 i� Gorr�stic Grnund. Irr:ematianal ship�+ing will be calculated a[ the tim�e oF
ina��ice. Tpt�`tl $32,166_f�D
Vendor Services Agreement Page 12 of 22
�M�Techn+�lagyS�lvti��� L_:�
3781 Tramr,+� Poant� Pk� r
,�ustell, G,4�V]1416
U��le �77-�1�-�7L,'
��.%Il'�I3. .���i'-;i',-r=1� I'1 hi�
QLI4�� �����
f#gr�errren[ C�tails r Crxnmer�ts
��L��11�P4 ^ �
1�di�fVW .0 p����IWEI� . C[]fT1
Vendor Services Agreement Page 13 of 22
�_Fi;� i ���I�;'�;i �� i.f: i�.. Lu:�:
37�1 a ramcrp r^a mc =^k �,�
�.ust�ll �`A�]1�7ti
U�.�: ?�77-217- 5?J?
'.,�::Il��.'.:_IC�: '�.�'-�i�_i'-il �1 `�l,
�1fC��f �����
�1c�ntixrt Inf�natitan
Bi��br�� Address_
MedStar hAa�aile He�lth�are
29[lL] Alta Mere Clr
�art V"a+arth_ Texas 7�11�
�817) 32?5-3�D0
Iriv��cing Pn�f�r�nce�
Accat�r�ks Pa?radale Errk�iri: accc�unk��a���fe�n�edstar911.€�rg
Taac Exerr7pt Sqtr�s=
PF�"CC�'k'35� S�fd��
Pa�m�ent Temis:
a, en
�1 `��I IV� ,. 1
YV��NJ.O � Ef��IV�I�. �C�}f1"I
5hipp�ng Address:
Me�1St�r Nl�i�ile Health�are
29Q6 Alta Mere �r
FartVti�artk�, Texas �6�i1�
�&17� 92�37�1]
� � �4 � � �`BS iPfease pr»videTax Ex�rr��ption C�rt�cate'.�
[] Nak Requir�d [] Requir�d PO Number:
,fi�nnual, Net 45
F_xis�irr� Aec�iCs_ [] Ir�vaice ��a�ith my ather ser�ri�es [] Inv€�ice seoarakel� frc�m n�y aYher serviees
fi�c�epti�noe of Clrtler
Upan sign�ture an� subm�ss�can af this oe�ert� EMS Technalo�� Solutions it shall taecpme 1eg311�r bindinc� unless the aes�er
is rejec#ed t�ue ta th� signat�ry nat h�uing the aulhorit�� to birrd Cus#eamer kc� this arder or chang�s have veen made te� this
brd�r farm that do not comply+ with ENI� Tec#�nolagy S,�lutians p�lici:ea.
Purch�se �r�er� m�y k�e �ccepted in lieu afi a si�ned �rder fr�rm. All orders are gauemed k�y th� tern7s af the �41ain
S�rvices �.greemei�t €ound at wr��.�pera#iv�iq.eran�lleqaf, unl�ss �ust�nier has a pr�v�ousfy �xecul�d service agreement
dt7 file ��.7th Ehl15 T�chnnlogy 5t�lutiaiis, in which ��se such agrezmerrt u�ill gavern c�r €�#her,��ise t�e se# fort'h herein. �rr�ers
m�y 6e si�t��d electrc�nically, emailed t�a salesC�ooer�tiveiq.ec�n9 4r faxed 4a �4��1} 42�-�441 Aktn: Jacksan lra`illiams.
Acc�unt: M�dStar Mal�iPe H�althcare
Signature:
IVame:
Tit1e:
aate:
Thank yau #e�r ch�sing Operative ]Q_ We appreciate yaur business.
Vendor Services Agreement Page 14 of 22
�_Fi;� i ���I�;'�;i �� i.f: i�.. Lu:�:
37�1 a ramcrp r^a mc =^k �,�
�.ust�ll �`A�]1�7ti
U�.�: ?�77-217- 5?J?
'.,�::Il��.'.:_IC�: '�.�'-�i�_i'-il �1 `�l,
�1fC��f �����
�1c�ntixrt Inf�natitan
Bi��br�� Address_
MedStar hAa�aile He�lth�are
29[lL] Alta Mere Clr
�art V"a+arth_ Texas 7�11�
�817) 32?5-3�D0
Iriv��cing Pn�f�r�nce�
Accat�r�ks Pa?radale Errk�iri: accc�unk��a���fe�n�edstar911.€�rg
Taac Exerr7pt Sqtr�s=
PF�"CC�'k'35� S�fd��
Pa�m�ent Temis:
a, en
�1 `��I IV� ,. 1
YV��NJ.O � Ef��IV�I�. �C�}f1"I
5hipp�ng Address:
Me�1St�r Nl�i�ile Health�are
29Q6 Alta Mere �r
FartVti�artk�, Texas �6�i1�
�&17� 92�37�1]
� � �4 � � �`BS iPfease pr»videTax Ex�rr��ption C�rt�cate'.�
[] Nak Requir�d [] Requir�d PO Number:
,fi�nnual, Net 45
F_xis�irr� Aec�iCs_ [] Ir�vaice ��a�ith my ather ser�ri�es [] Inv€�ice seoarakel� frc�m n�y aYher serviees
fi�c�epti�noe of Clrtler
Upan sign�ture an� subm�ss�can af this oe�ert� EMS Technalo�� Solutions it shall taecpme 1eg311�r bindinc� unless the aes�er
is rejec#ed t�ue ta th� signat�ry nat h�uing the aulhorit�� to birrd Cus#eamer kc� this arder or chang�s have veen made te� this
brd�r farm that do not comply+ with ENI� Tec#�nolagy S,�lutians p�lici:ea.
Purch�se �r�er� m�y k�e �ccepted in lieu afi a si�ned �rder fr�rm. All orders are gauemed k�y th� tern7s af the �41ain
S�rvices �.greemei�t €ound at wr��.�pera#iv�iq.eran�lleqaf, unl�ss �ust�nier has a pr�v�ousfy �xecul�d service agreement
dt7 file ��.7th Ehl15 T�chnnlogy 5t�lutiaiis, in which ��se such agrezmerrt u�ill gavern c�r €�#her,��ise t�e se# fort'h herein. �rr�ers
m�y 6e si�t��d electrc�nically, emailed t�a salesC�ooer�tiveiq.ec�n9 4r faxed 4a �4��1} 42�-�441 Aktn: Jacksan lra`illiams.
Acc�unt: M�dStar Mal�iPe H�althcare
Signature:
IVame:
Tit1e:
aate:
Thank yau #e�r ch�sing Operative ]Q_ We appreciate yaur business.
Vendor Services Agreement Page 15 of 22
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
EMS Technology Solutions, LLC
3781 Tramore Pointe Parkway, SW
Austell, GA 30106
Execution of this Signature Verification Form ("Form") hereby certifies that the following
individuals and/or positions have the authority to legally bind Vendor and to execute any agreement,
amendment or change order on behalf of Vendor. Such binding authority has been granted by proper
order, resolution, ordinance or 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 or amendment with Vendor.
Vendor will submit an updated Form within ten (10) business days if there are any changes to the
signatory authority. City is entitled to rely on any current executed Form until it receives a revised Form
that has been properly executed by Vendor.
Name:
Position:
Signature
Name:
Position:
Signature
Name:
Signature of President
Other Title:
Date:
Vendor Services Agreement Page 16 of 22
EXHIBIT D EXEMPTION PROCUREMENT JUSTIFICATION
'�iEI�ST:�R
C:H.#.PTER'_�? E�EIIP'TI�D� Ft]l�il
Instnicriraiys= Fi11 at�t t�ie entire £arm u�ith det3iled informatiou_ €7s�ee �=ars ha�;•e easix�leted tlus fanu_
�r4�•idQ it for re;-i�13� b�• the atto��e�=s �}-l�o ad�-ise �a�Y purci�asuy� by ti�e C'itr� af Fort ZT�'or#h. The
:�ttor�e��s i��ill reiie�+� t�xe iniarmati�n {�u h�ti-� grcrE-idecl to d�eterrrtu�e �chether aty exempfion to
C`kiapter �_;?"� hiddu�g rec��aireiii�iirs is defencible. F3iliue ta �rot-ide sLif�icic�rat uifarx�atir�s� ma�°
r�sult isi fall�sc• up c�ti�estias�s u1d ca��se a delav u� the anome�• s deteni�iatiau_
5ectitsu 1: �e�ieral I�ifarrn�tian
�Vame nfC:�sjtract?�iana��r= Da�.ici L�`illette
Itesn or 5en-ice souu�r CJger;�ii1-e IQ
G�ads: G�
5en-iee: �J
Autici�aaied riniaunt: $�47.�1G[7.D0
i�'endcar: EbiS Teehvol�g�` 5olu#it�ns LL�'
CurrenvPriar.�42reemeut£oritern�'senice= �es � ��i ❑
rltnaunt: ��k4.'-9"�.00}
Ho�� ��ill tkvis itziii t�r sen-iee k�e used`' Tl�e 3yszenl is uiilized t'or Eh15 rnedical ssxgplti=
�surck�a�use•' m�trics�' reports. ba�l� urd�red �iz�pl�= tra�kuae. EI�35 as�et eaa�nagement. El�iS
�ersat�nel asset Yr�ckin�, Eh45 narcaries tra�kiu� u�age iuerrics.` ufc-estigatirrn�' rnanagerneut,
ER15 ijieriicfil d�eice mau��eiiieirt+' locatio�i tracki��� hi�taracal uicidents: s�r.-ire & pttrchasin�
reeards. ��ehiele re�s�artuy� ai�d asset assi�yment, �,'ehicle asset RFiD ins�ectio�is. Eh15 asset
schedule�l n7auxten�:zez� and bionzeclic�l1-endor maustena�ce autio-data u�te¢satioai_ ambi�las�ce 1�it
staekin�� kit b:�rcQciin�� kit tiiue :�ncl persorusel narne lracl�iisg, medicaticrn L�T � ex�irarinu
tracl:ing �tsci ret�iaz�al notific�tioiis_ logisti�s de�artvient kpi_ in�-etstan- tx�a��geixient. satellite
st:�tiasz �t��l�° rao�n uiaty3geanent at�d inFeiytcry tr:ens£er�. �ar 1e�. �1 based are�erin�_ iu�-entor�.
usa�e esti�;it� calcul:�tio�xs_ :ind reporz {{ri3ing tab fer cus3ann rzgarts
Fag3 1 �f 6
Vendor Services Agreement Page 17 of 22
5eetinv 2. C:laivned Esevn�tion �ncl ;Tustifi��tiau f{]tlie�° tlla�i snle scaurre}
�[3I'E: Foi� sole-so��rce e�einl�tion reque�ts, eatnl�lete 5ecriou �.
Please nndieate t}ie ifc�ii-�ole-saurce ex�r�ipi�an .�o�� belie�-e �gplies tra tk�e gur��iase aif�l gro�i�ie
itsforn�atio� 1� stapgort its ���1ie:�lailit�-_ Please refer zn $ie Exemption Pruiler fst�rti�a� ds� �a�e 5}
far �i�t�iled infar�32ation abcrut �onunon �xem�tions:
L� A pr�cixre�e�at aiece��ar�� to �re�en�e or gratect 2h� �au��ic lzea[tl� or s�iet4° �f �esidei�ts
af � suuui����lity se�n-�� 1��• I�ied�tar;
❑ A�racurenie�xt s�ec�ss�r�,• �iecaus� of unforeseen dam:��e #a �ul�lic m3thiner��_
equipn7��i#_ ar ather �aa�er�tv:
❑ A procureineiiB �'oa personal, pr�f�ssi�nal„ �r gla�ning sen-ices;
❑:3 pr�a�u�e�ixe�t fa:r �,4°crrk #�iat is per�orm��i �� g�id %rr ��� t�e d�y as ti�� �r°r�rk
grt�gresses;
❑���krchas� erf land or a righ�-c�f-s�,°��'�
❑ P�s-it�� draia�a,g�. �treet e�idenir��, atxd otitea pu�lic impr��-�nz�ats, �r related matt�rs, df
at ieast or��-t�ird af the co�t is ta l�e p�id h�- crr t�unez� sp��ial �ssessnie�ts le�-aed �ou
prr�peaxy t,1�at �.��ill benefit from t�e imgrna� e�xxerit�s;
❑:� �u}a�ic in��rati-eiue�t pra�aect, �lread� iu prn�r�s�: aut�iarazed 1��- �he �:-aters 4f the
mi�ni�igalit�,�. f�s �r�fzi�� ther� is a d��ciesyc�� aC �x�ncls fQr ccamgletua� ti�e p�oject au
a�c��da��ce ��•it�i t�e pl�us �nd pur��ses authorized �a4' ti�e �-a��t�s:
❑��a�m��tt unad�r a cr��traet 1�}�� t�=�xi�1x a� de�-elaper garticipates in th� ca�xsfin���i�n af a.
gut�lic nxxgr+��-�wet�r :�s pro�•��ed �� Subc�tapt�r C', �:�,�pter ') �?;
L� Per�anal �rap�rt�• sald:
+ at an ax�ciiran b�• a s�ate lac:er�sed af�eriat�ee�:
• at a g€�in� ak�t of Uusuiess sale 1��1d iw compli�tne� �,riih �t�l�€9xapter F_
�`h��ter 1 ?, Blisi�yess 4� �ai7u7xerc� �;�cc�;.
• t�� � pc�litical sut�di�-isia� �af tfxis state, a st�te a�enc�° oi t:i�is sta1�_ r�r a�
�ntitvaf#h� f�deral go��ss�nient; r�r
• under :�n i�terlc�c�l contr:��t far eoap�r�ti��e pt�r�h�sui� acin�inistered 6y �
regic�ual gla�xnin� cammissie�� �st��L,lisk��d x��der C�agter 3� 1:
❑ SenYces perf�ani�d 1��- �liud � se�-er�1�� di�abled persoa�s;
CI �Gorad�s piarc�as�d b.- a nx�inicig:�lit�� f�sr suUser�uerit retail �a1e 1�y t�e muui�ip�lit4:
Pag¢ 2 �f 6
Vendor Services Agreement Page 18 of 22
f-1 E1�etsi�itt��; or
Ll �.�1�-er#isin�. attier ttian le�;�l �otiees.
P1e:�se pra�-icie d�tails a��i facts t�r ��pl�iry ��h�` -�'au b�lie�� the exempti�r� apglies i� f1a�
�urefiase. Y o�� ma�� :�ls� 3tfach dock�mentatian #o this farm.
5eckiarx �: C:l�itn�d Sal�-Sour�e Etew�ti�aFi �u� �Tustific�tiov
;tiC1I'E: Foi� a�ll uou-s�l�-sr�ur�e ee��inl�tion i�e���es#�, earnlalete S�cti�u ?.
P1eas� uydicate the sQ1e-sc�urce e�€emgti��� ��au I�elie��e a�plies ta tFie purc�,-�se �nci gro4i€le
it�farm:�ti�srl to si�gp�rrt i#s a��lieal�ilit�-_ Please refer t� t�e E�€�rn�tion Pruixer (st�rtiit�� �ty �a�e �1
fc�r �letailecl infnrnxa[ion ;�bot�t cvxiuursn exem�tions:
G?1 itenit tlia�' are :�4-:�il;��a1e faoin +�n1�' 411� su�uree I�eeaus� of gatet�ts. �og�ri�iats_ s�eret
proc�sses, or nan�ral rxxana��lies;
❑ filnx�. m�nuscripts. ar bo�ks;
� g�s, ���a#er, �nd otla€�r t�tilit�' �en-ices;.
�7 ca�+2i�.-e r�placexuent �a�� crf cca�po�es�ts f€sr e��aa�mes�t;
❑ b�ok�; g:�p�rs. ;�d �#iaer l�br� �aterial� f�a :� gul�lic lil�r.�° t��t ar� as-ailable nnl}� fqnni
t�xe persora� h�ldi�� exclusi�-e distril�ution ri�;iits t� �xe mat�ri�ls: aud.
❑ ma���em,ent s�rs•i��s prsr�-ided be= � nc��}praf"it or�a�iz�tion tra a mu�ici�al nnx��tuii_ g.�rk_
zoo, c�r otlier facilir�' to ��°�u�h the argat�iz.�tio� fia� ��o�•ided si�nifi�:�nt #�itsa�tcia.l or oiher
�ei�e �its;
Ho�� �ii�l �•ou detenuuie tli�t tiie ize�ui �r se�.-iee i5 Qnl��.°�t-�il:al�le froait asje saurce�
Indegendetrt research_ It�depersdeiit �xperietice_ E:��fS Tec�urolo�� °�oYutios�� LL�' c��iume�i tix�#
t�ie�� :�Pe t�Le sr�le prr��-i�i�r �f �ier;�ti�-e I�
3,,ttacli scre��shats :�nd p�ra�-icle at� ex�lanati€ri� af �ts� ntid�pend�nt researcli �'c�ti� concitictecl.
t}�rau�fi �ter�iet s�ar�ties. 5earcliui� ecsoperati�-es_ rsr di�eL�ssiQus ���itfs �t�a�rs knQe��led�e:�l�le an
tti� �t�l�jzct rxta�t�r tl�at corrobarate ihat the� item is a�-ailabl� oi�l�;• fraiil a sua�1� sr�urce�.
TT�uritb� r�s��r�ti. it �s-�� fc�un� tliat C���ra#i�-� Ip as uot a�-.�ila�le an ,�;7�;• cQoperati�-e� c�r u�t�rlo�:�1
a�ree�ei�ts. I pei�Qrm€°d intern�t s�:�r��res fQr eQni�:�ra1�1e �ra�r�m�. T1�ere are se�•er�l atlxer
�ro�ra�s aa-:��lable fo� Eh1� I�ri-ziiton� �,•i�n� �e:iier�t. 1����-eE-er. eaefi �re��ram an1■= h�s a fet� �f the.
fean�re5 t�i.�t are found us (l�erati�-e I�. ��,�e ��•ould lia�-e t� �at�rcliase �e4eral �ro�r�mx t� �ia��� tl��
�ame leti-el �f s�r�.-ice tl7�t t]verati�-e I+� pra�-id�s. I�,��as n�� a�le to fu7c� :����r c��par:�ble �ra�a�
ttiat nffered tiie �ame �x:�ct fean�res �a�d serS.-iees th�t C)g�erati3e Is� pra�-i�1es. See attaeliee� Ietter
far � comgarison.
Ilid }`�ai� art:�ch a s�le �aurce�uszific3riarr letter? ��t'es LJ I�c�
Fag� 3 af 6
Vendor Services Agreement Page 19 of 22
I7eseribe t�e ��ni�ues��ss af#lze it� c�r �en i�e (�.�. c�u�pa#ibilitk' or gatent iss��es, e#e.).
�geraii�-e I[�i is � si���le a11 inc��sa��e pro�rani sp�cif c�11�' desi��ed fs�� E,I�iS t�at u�elt�c��s suPP��'
ro�ai ixxa�s7.���r�ent, pra�-ider l���e� s�g�1y �iia�a����i�c�t. Froi�tliry� I�DS�.�.nd��ac� nie�bile
appli��tiou far pro�-iders, CiIt� :�4�bile I��?'�.n�irc�id r^�p�licatiori %r back offic�° iuti-en3ar4�fass�t
m:�uagetxYeul, direct purel�asu�� iluough us#egated st�p�liers, ptirchasu�g uaekwg u�s-eii#ar�,
trans#`e�rin� am�n� sta4ions, �arc�ded kit in�•etys�r�, asset records, ni�iute���nc.e records and
renxin+3ea sehede�les, asset assi�anient uitli sig�;�t��res, a.sset fir����� RFID in�-e�tary a�ad asse�
trackin�, nar��rti�s life ta deatin � ia1 traekia�� ar�d labeling, 'S�me feahires a�e ati-;�ila1�1� froi�z 4#�aer
�,��.da�s thro�1g� �,��, in� ts� purck���e nrulYiple ciifferent prc��r�s, lautt �peratiti-e I� is #h� sr�le
prcaz-ider af all f��tur�s in tixeir si�guL�r pru�am.
5ecti�n 4: �iftarnei-Detgrmin�f'ta�
�,lFit� #he faets prcr� ided 1��• Med�tar, is tE�e use nf t.�e c�aimed exenlptia� d�f��sihie if it �r a.s tt�
�€� challenged a� t�is gurc��se°� �Ye� ��iwTa_
V4Fas� ti�er� a�i��rx� �tt���ed ta this %r€�trs tha# �3�as reli�ed �� i� ma�g this det�svn�tir�n?
4�Yes ��;a_
I#' �•��, pleas•e explait�_Sc�le soauc� letter �am a-enc�or +3escri�in� its �aaue�ti� features and
�agabili�'.
�4'as #�Ler� a�i��in� �c,t iricl�ded ou this fornr ar �tt�ched ��:r�to th�t �,��as relied �� in rnR�� �Iais
d�te�anination? �Yes ��a_
If ��; pl�eas� �expl��aai �� f"•_=� - i r .�� ,- � : ��f _. ..
�ppea��ed B�':
�� {.C���
Date_ ?,�4?25
:�.n e� �'l�illips ' 7�ss�x V4'illi�ns
Assist�t C;ity r�ttorne_y
Pag2 4 t�f 6
Vendor Services Agreement Page 20 of 22
� � � � � �
��zaber 21, 2�24
�! ,�ufderfiei�e
�M5 TeGhn�io�y �lution�, LL�C
3?81 Teamor� Pc�ir,t� 3�arkway, SW
Austef�, ra�4 3tJ1o�i
RP� Cip�rati�ns �an�gerrFent Scaft�v�r� 5a�le Sraurte Pr�vider
�f] gr�`�'SOiTl �$ �Ilc�pY �f}[1C��R:
�h+i5 Te�hrt�l�gy S+�IuEion�, LLC is Ehe s�l� �ro�rider ar�� ��elaper of �#pe�tiv� �CL rsper�tlor�s
r��nagement sof�ware, de5igi�e�l Sp�CIfiC�Jly f4r Fir� D�p�rtro��n�s ar�c% �d�il� Ageraeies. The O�perakive EQ
sr�iutfda-is saeit� �onsTst� af �ntegraterf manduie� t� maro��e �1isp€�sabNe Inventory, F9x�d A,�sets, Fle�t
V�h[cle �Vlaint�nance, Facifiies, Gontr�lled �ubstarace C�ain af Gus#vdy, Serui�� �esk Tickgts and
J�eporitin�o
The processes ar�d ioral� utiliaecl ��o ithin �peratsv� I�! ar2 rtot avaii�iale thr�ugh #raditional wareho�rse
inue�tUfy rraanag�m�n[ 5[i�wars�. S�rn� of t13� k��r ���tilr'�3 �af Yhe 5oftw8�'e inCEU�e; �EeCt!fo6tiG v�hltl�,
�dCYIIL]I 3e1� �t�Clt?ii C'It�Ck SFi�°L3, eapture of suppfy usagefor vehRcles, #racking and verife�tean mf
rtiedical suppMy expirat[�n da#es andjor Ipt and hatch numbQrs, �ust�rni��ble inspe�e.#ivn que�tir�nn�ires.
�utom�tit pur[h�se ord�r ret�mme�idatit�n�, �ss�t management inc�usrue of d�cument stor�ge� F�ciNitY,
veht�l� �rsd �sset makntenaraee sch��ed�ling and associated recards, ink�gr�t�d fl�et rep�ir requests,
ir�t��r�ted s�rvic� �ies4e tieketin�„ �i�ICi �ut�mation, contr��led substant�e th��n of eustody logs and
re��srd k��*�ai�g, v�ith a p�u�erfuJ rep�rting eru�ine �apat�le [sf bath �car�ned and ��estvmia�� re}�rts-
Ir�te�r���d equa�amer�t inc��sive c�f v�hNtf� #e���'tdtg�s, r�di� 6r�qsu�ncy identificatirar? {�FID), 4arcode
printers, E��r��d� 5t�r�ne�s �nd 6iometrt� fi��erprint d�uices �ar t�e addetl [Q in�r�a�e eificiency.
{�perativ� IQ"5 RFI�7 s�l�it��ns aut�mat� c�th�rwvise mana�al easks suth as tycle �unti��, asset
verifcationF s:afe aur�i[ir��„ cr�ati�n csFa�set rr7aint�nance re�ordsand unf� inspec#ians� p�rQviding
eq��pment aptf�ns for Isoth i�t�nti�nal auditwn� �s well �s c�ns[�nt maruitorin�e
qp�rative iCX'� �ftware �s a serrice �5aa5} de�layrr�ent minimiz�s th� traditional c�s�s�nd r�sks
�ssc�c"sated �avith s�fkware a�quisi�ior�, deployment, ar��i maintenar�c�_ Tkie �pplfc�#ipns are hasted
r�n�r�l6y in a prisva#e tic�ud, delfvering access to us�rs vpa a w�b brpws�r r�r mobi8� appiicatic�n, 53vir5g
c�ae expense af purchasing and rn�naging expensiwe servers. l�ew featur�s ��d �nharac�rn�nts are
pra�ided as par# af the servite 91�ense fee�nd are a�rai�ahl� t�a all u�er� imrr�edia��ly upan r�f��se-
Vendor Services Agreement Page 21 of 22
�' � � - i :����� �
Opera��+e I�'s Ir�vent�r;+, Asset, Fa�ility, N�r�s#ies, and fle�t A��r��gem�ntsoftuu�r� is urrique and
p€rss��ses specif�c �harac.teristics that ar� �nEy offered by Ef�95 Technal�gy Soluxi�ns, LLC. Th�r� are nr�
o#her �ike �r�d�cts ��+aMlahlQ f�r ��rrchas� th�t +�r€�uld senr� kh� same p�ar�os¢ o� f�nctio� arrd ���ide
us��sv�rith ���r�tion�k effi�i�r�ci�es and �ewerv�ehicle �rad eQuipmen# serw��e i��e�r�rptivns, vVith 16 years
of suc€ess�l aper�t9�ns, �vv� strai�ht EF�S �vcar9d Innov�taon �wardsand a�596 �n�s�aal cl"rent retenti�n
rate, EMSTe�hnoRogy Solutir�ns i� poised t� c�n#tnue y�ad�ng th� induskry ar� innovati�� software an�d
cli�nt s�p�art_
Since re lY. �
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r
l
E! Au d�r}�eide
EMS Ye�hn�l��y S�lutior�s, LL�C
Pr�s�dent/�00
+�04=d�3-254 �
Vendor Services Agreement Page 22 of 22