HomeMy WebLinkAbout064193 - General - Contract - Hamilton Medical, Inc.FORT WORTH
VENDOR SERVICES AGREEMENT
CSC No. 64193
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 Hamilton Medical. Inc.("Vendor"), for
profit corporation 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:
1. 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. Purchase of goods and services ("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 after ACM
signature ("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. Compensation.
3.1 Total compensation under this Agreement will not exceed one hundred thousand
dollars and zero cents (S100,000.00) 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"—
Payment 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.
4. Termination.
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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 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 will continue to provide City with services requested
by City and in accordance with this Agreement up to the effective date of termination. Upon
termination of this Agreement for any reason, Vendor will provide City with copies of all
completed or partially completed documents prepared under this Agreement. In the event Vendor
has received access to City Information or data as a requirement to perform services hereunder,
Vendor will return all City -provided data to City in a machine-readable format or other format
deemed acceptable to City.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
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 will treat all information provided to it by City ("City Information") as confidential
and will not disclose any such information to a third party without the prior written approval of
City.
5.3 Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained for City are subject to disclosure under the Texas
Public Information Act. In the event there is a request for information marked Confidential or
Proprietary. City will promptly notify Vendor. It will be the responsibility of Vendor to submit
reasons objecting to disclosure to the Texas Attorney General. A determination on whether such
reasons are sufficient will not be decided by City. but by the Office of the Attorney General of the
State of Texas or by a court of competent jurisdiction.
5.4 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 security or integrity of any
City Information has been compromised or is believed to have been compromised, in which event,
Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in
identifying what information has been accessed by unauthorized means and will fully cooperate
with City to protect such City Information from further unauthorized disclosure.
6. RiEht to Audit. Vendor agrees that City will, until the expiration of three (3) years after
final payment under this Agreement, or the final conclusion of any audit commenced during the said three
years. have access to and the right to examine at reasonable times any directly pertinent books, documents.
papers and records, including. but not limited to. all electronic records, of Vendor involving transactions
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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 work performed under this Agreement, and
not as agent. representative or employee of City. Subject to and in accordance with the conditions and
provisions of this Agreement, Vendor will have the exclusive right to control the details of its operations
and activities and be solely responsible for the acts and omissions of its officers. agents, servants,
employees, vendors. and subcontractors. Vendor acknowledges that the doctrine of respondeat superior
will not apply as between City, its officers. agents. servants and employees, and Vendor. its officers, agents,
employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be
construed as the creation of a partnership or joint enterprise between City and Vendor. It is further
understood that City will in no way be considered a co -employer or a joint employer of Vendor or any
officers, agents. servants, employees. contractors, or subcontractors. Neither Vendor. nor any officers,
agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment
benefits from City. Vendor will be responsible and liable for any and all payment and reporting of taxes on
behalf of itself, and any of its officers, agents, servants, employees, or contractors.
8. Liability and Indemnification.
8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND PERSONAL INJURY,
INCLUDING, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANY AND ALL
PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE
EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR
INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, REPRESENTATIVES,
AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND CITY, ITS OFFICERS.
AGENTS, REPRESENTATIVES, SERVANTS, AND EMPLOYEES, FROM AND AGAINST
ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER
REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING
ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING 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 INTELLECTUAL PROPERTY INDEMNIFICATION — VENDOR AGREES
TO DEFEND, SETTLE, OR PAY, AT ITS OWN COST AND EXPENSE, ANY CLAIM OR
ACTION AGAINST CITY FOR INFRINGEMENT OFANY PATENT, COPYRIGHT, TRADE
MARK, TRADE SECRET, OR SIMILAR PROPERTY RIGHT ARISING FROM CITY'S USE
OF THE SOFTWARE OR DOCUMENTATION IN ACCORDANCE WITH THIS
AGREEMENT, IT BEING UNDERSTOOD THAT THIS AGREEMENT TO DEFEND,
SETTLE OR PAY WILL NOTAPPLYIF 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
Vendor Services Agreement Page 3 421
SECTION, VENDOR WILL 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 WILL HAVE THE RIGHT TO FULLY PARTICIPATE IN ANY AND ALL SUCH
SETTLEMENT, NEGOTIATIONS, OR LAWSUIT 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
WILL HAVE THE SOLE RIGHT TO CONDUCT THE DEFENSE OF ANY SUCH CLAIM
OR ACTION AND ALL NEGOTL9 TJONS FOR ITS SETTLEMENT OR COMPROMISE AND
TO SETTLE OR COMPROMISE ANY SUCH CLAIM; HOWEVER, VENDOR WILL FULLY
PARTICIPATE AND COOPERATE WITH CITY IN DEFENSE OF SUCH CLAIM OR
ACTION. CITY AGREES TO GIVE VENDOR TIMELY WRITTEN NOTICE OF ANY SUCH
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 MATERIALLY ADVERSELY RESTRICTED, 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
MATERIALLY ADVERSELY AFFECT CITY'S AUTHORIZED USE OF THE SOFTWARE
AND/OR DOCUMENTATION; OR (C) REPLACE THE SOFTWARE AND
DOCUMENTATION WITH EQUALLY SUITABLE, 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 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 will not assign or subcontract any of its duties, obligations
or rights under this Agreement without the prior written consent of City. If City grants consent to
an assignment, the assignee will execute a written agreement with City and Vendor under which
the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.
Vendor and Assignee will be jointly liable for all obligations of Vendor under this Agreement prior
to the effective date of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, the subcontractor will execute
a written agreement with Vendor referencing this Agreement under which subcontractor agrees to
be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations may apply. Vendor must provide City with a fully executed copy of any such
subcontract.
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10. Insurance. Vendor must provide City with certificate(s) of insurance documenting
policies of the following types and minimum coverage limits that are to be in effect prior to commencement
of any Services pursuant to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
$1.000,000 - Each Occurrence
$2,000,000 - Aggregate
(b) Automobile Liability:
$1,000,000 - Each occurrence on a combined single limit basis
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
$100,000 -
$100,000 -
$500,000 -
Employers' liability
Bodily Injury by accident: each accident/occurrence
Bodily Injury by disease: each employee
Bodily Injury by disease; policy limit
(d) Professional Liability (Errors & Omissions): ❑ Applicable ® N/A
$1,000.000 -
$1.000,000 -
Each Claim Limit
Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage must be claims -made. and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance must be submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies must
name City as an additional insured thereon, as its interests may appear. The term
City includes its employees. officers. officials. agents, and volunteers in respect to
the contracted services.
(b) The workers' compensation policy must include a Waiver of Subrogation
(Right of Recovery) in favor of City.
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(c) A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage must be provided to City. Ten (10) days' notice will be
acceptable in the event of non-payment of premium. Notice must be sent to the
Risk Manager, City of Fort Worth, 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- Vll
in the current A.M. Best Key Rating Guide. or have reasonably equivalent financial
strength and solvency to the satisfaction of Risk Management. If the rating is
below that required. written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance
documentation will not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance will be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
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: Assistant City Manager
100 Fort Worth Trail
Fort Worth, TX 76102
With copy to Fort Worth City Attorney's Office at
same address
To VENDOR:
Hamilton Medical, Inc.
201 Edison Way Reno, NV 89502
Phone:(800)426-6331
Fax:(775)856-5621
www.hamilton-inedical.com
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14. Solicitation of Employees. Neither City nor Vendor will, during the term of this
Agreement and additionally fora 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 party who responds
to a general solicitation of advertisement of employment by either party.
15. Governmental Powers. It is understood and agreed that by execution of this Agreement,
City does not waive or surrender any of its governmental powers or immunities.
16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or
Vendor's respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
17. Governing Law / Venue. This Agreement will be construed in accordance with the laws
of the State of Texas. If any action, whether real or asserted. at law or in equity, is brought pursuant to this
Agreement, venue for such action will lie in state courts located in Tarrant County. Texas or the United
States District Court for the Northern District of Texas. Fort Worth Division.
18. 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 Maieure. City and Vendor will exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission
in performance due to force majeure or other causes beyond their reasonable control. including, but not
limited to, compliance with any government law. ordinance, or regulation: acts of God: acts of the public
enemy: fires: strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics: government action
or inaction; orders of government; material or labor restrictions by any governmental authority:
transportation problems; restraints or prohibitions by any court, board, department, commission, or agency
of United States or of any States; civil disturbances; other national or regional emergencies; or any other
similar cause not enumerated herein but which is beyond the reasonable control of the Party whose
performance is affected (collectively. "Force Majeure Event'). The performance of any such obligation is
suspended during the period of, and only to the extent of, such prevention or hindrance, provided the
affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or
hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure
Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The notice
required by this section must be addressed and delivered in accordance the notice section of this Agreement.
20. Headings Not Controlling. Headings and titles used in this Agreement are for reference
purposes only. will not be deemed a part of this Agreement. and are not intended to define or limit the scope
of any provision of this Agreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have
reviewed and revised this Agreement and that the normal rules of construction to the effect that any
ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this
Agreement. Exhibit A, and Exhibit B.
Vendor Services Agreement
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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
services.
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 City with copies of all 1-9
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 retention thereto on the part of City.
28. Signature Authority. The person signing this Agreement hereby warrants that they have
the legal authority to execute this Agreement on behalf of the respective party. and that such binding
authority has been granted by proper order. resolution. ordinance or other authorization of the entity. This
Agreement and any amendment hereto, may be executed by any authorized representative of Vendor. Each
Vendor Services Agreement Page A of 21
party is fully entitled to rely on these warranties and representations in entering into this Agreement or any
amendment hereto.
29. Change in Company Name or 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 records. The president of Vendor or authorized official must sign the letter. A letter indicating
changes in a company name or ownership must be accompanied with supporting legal documentation such
as an updated W-9, documents filed with the state indicating such change. copy of the board of director's
resolution approving the action. or an executed merger or acquisition agreement. Failure to provide the
specified documentation may adversely impact invoice payments.
30. No 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 Boycotting Energy 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 or more that is to be paid wholly or partly from public funds
of the City with a company with 10 or more full-time employees unless the contract contains a written
verification from the Vendor that it: (1) does not boycott energy companies; and (2) will not boycott energy
companies during the term of this Agreement. To the extent that Chapter 2276 of the Government Code is
applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides
written verification to the City that Vendor: (1) does not boycott energy companies; and (2) will not boycott
energy companies during the term of this Agreement.
32. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor
acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code. the City
is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that
is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time
employees unless the contract contains a written verification from the Vendor that it: (1) does not have a
practice, policy, guidance. or directive that discriminates against a firearm entity or firearm trade
association: and (2) will not discriminate during the term of 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.
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 force and effect as an original
signature. For these purposes. "electronic signature" means electronically scanned and transmitted
versions (e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically
inserted via software such as Adobe Sign. IN WITNESS WHEREOF, the parties hereto have executed
this Agreement in multiples.
Vendor Services Agreement
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CITY OF FORT WORTH:
()IL
By:
Name: William Johnson
Title: Assistant City Manager
Date: 10/21/2025
VENDOR:
Hamilton Medical. Inc.
By:
Name:
Title:
Date:
l_MiZtv
0 paigoLc..6 R
to /io /Zo1
FOR CITY OF FORT WORTH INTERNAL PROCESSES:
Approval Recommended:
,a7vi
By:
Name: Raymond Hill
Title: Assistant Fire Chief
Attest:
By: C
Name: Jannette Goodall
Title: City Secretary
Contract Authorization:
M&C: N/A
Date M&C Approved:
Form 1295:N/A
Contract Compliance Manager:
By signing I acknowledge that 1 am the person
responsible for the monitoring and administration
of this contract, including ensuring all performance
and reporting requirements.
By:
Name: Brenda Ray
Title: Fire EMS Purchasing Manager
Approved as to Form and Legality:
By:
Name: Taylor Paris
Title: Senior Assistant City Attorney
Vendor Services Agreement
Page 10 0l
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
EXHIBIT A
Specifications
This request is for the purchase of accessories and replacement components necessary to
complete and maintain the City of Fort Worth Fire Department's existing Hamilton ventilator
units.
All items must be OEM (Original Equipment Manufacturer) Hamilton Medical products to
ensure full compatibility with the currently deployed ventilators and to preserve manufacturer
warranty coverage.
Required Items Include (but are not limited to):
• Hamilton Masks — available in various sizes including. but not limited to:
o Large
o Medium
o Small
• Circuits — compatible with existing Hamilton ventilators
• Nebulizer Tee Pieces — replacement components compatible with Hamilton systems
• Additional OEM Accessories and Replacement Parts — as needed for continued
ventilator operation and maintenance
Technical and Compatibility Requirements:
• All components must be Hamilton Medical brand or manufacturer -certified OEM parts.
• Products must be fully compatible with existing Hamilton ventilator models currently in
service with the Fire Department.
• Components must not avoid or alter any existing manufacturer warranties or
maintenance agreements.
• Items must be new, unused, and free of defects.
• Delivery must be completed no later than [Insert Date] to support operational readiness
for Fire/EMS training and deployment.
Purpose and Justification:
These accessories and replacement parts are essential to ensure that all ventilator units remain
operational. safe. and compliant with manufacturer standards. The use of non -Hamilton
components could result in equipment incompatibility. malfunction. or voided warranty
coverage. posing risks to patient safety and operational reliability.
Vendor Services Agreement
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EXHIBIT B
PAYMENT SCHEDULE
Hamilton Fhedtml, Inc.
201 Edison Way, Unit A
Reno, NV 89502
Phone:l806J426-6331
Fax:(775J856-5621
w ww. hami I[an-med i mI.co m
HAftincreN
MEDICAL
Quote Cute:
1211Of 2024
Medstar EMS
S51 E. Berry Street
Fort Worth, Texas 76110
Attention: Matthew aliens
Emergency Medical Services
ME.12T1.121024.GM
Qty PART# DESCRIPTION
UNIT UST PRICE QUOTED EXTENDED EXTENDED PRICE
PRICE DISCOUNT
12 11O01R HAMILTON-71 EMS Package 521,925.68 $16,506-90 $65,108.16 519E1,000.00
1 S9606 Clinical Training $2,163.20 Included
12 161065 HAMILTON-IIN IV, NIV S/T Application 62.143.22 Included
12 t0102137 HAMILTON-II Universal Mount Handle $0.00 Incu-did
12 355168 HAMILTON-C3/C21C1fT1 POWER CORD 526.65 Included
12 166470 DISS CONNECTOR 61- PLATFORM C 5167.72 Included
12 10105900 HAMILTON-II42 Cell- Initial Order $141.94 Included
12 10102336 HAMILTON-II English (USAI Language Kir $0.66 Included
12 10102150 HAMILTON-Tl L-lan Batteries tQty 4- Initial Order $617.97 Included
12 10102127 HAMILTON-II USA Customization $0.66 Included
12 10102122 HAMILTON-TY AdultIPed lathe Configuration $0.00 Included
Sub Total
Additional Items
S1941,600.00
66 1017702S HAMILTON-II EMS Ultimate All-iredusive Onsi!e Service Contract - S2,950.00 $2.360.06 6141,600.00
One Year Ilncludes physical damage)
Sub Total
Trade -In
$141.600.00
$0.00
Sub Total S339,600.06
Sales Tax 0.006%
Shipping Charges
quantity Discount
$0.06
$0.06
$0.06
Quote Total $339,600.06
Finance Option No. of Periods [Months] SO Monthly Payment $6,967.41
Comments- Service oomrart to be billed annually For $28,326. Pricing is pending aggregate purchase_
1ia®€loe Medici tor. Emergency Medical Services Terms and i'noditions or Sale
I. Prices
Prices are in US Ilollars-
L Payment rem
NET 30 days after invoice date. Payment terms are not extended while waiting For the issuance ofa credit
S. freight Terms
FOB Ongio Pre -paid and added
4. W armors
Two year parts & One year labor on new equipment- Ninety (90) day warranty on any upgrade parts- Extended warranties are avai Iablc. The OW Capnoarat 5
sensor and Amgen cable have a One year manufacturer's warranty- All turbines installed w Hsmibmi-CVT1JMRE•C&C3 ventilators shipped fmm Hamilton
Medical AG on or after July Ist.2014 an wnrrantied for five l5i }cars against dercrxs in design. material and workmanship under normal use for which it rs
intended. During the warranty period Hamilton Medical will repair or replace, at its disercUoov defective componentsar assemblies.
5. Validity:
The priers quoted air valid through November 31l0., 2015-
6. Technical SEpport
Twenty four-hour+sexes days per week / three hundred sixty five days pm year telephone lcchmcal support is provided atilt]. charge for the life or the Hamilton
Medical Inc. equipment-
7. Special Coaditioin
Hamilton Medical, Inc- does not supply; the robins, hardware, software or middle ware needed to mle6rnte Hamilton Medical equipment with any facilities current
Hospital Information or Electronic Medical Record systems.
![.'trade -In Egaipmrnr
Quomnons that include trade-in equipment; Hamilton Medical will offer a trade-in credit, per competitive ventilator, on a one-to-one basis. A mumel agreement foe
the arrangement oldie dispossldraasler of the trade-in ventiLatars needs to be made within 3b days after like delivery of the new eguipmene All trade-in equipment
Hamilton Medina I, Inc. Canfidential 2016
12f10120247:14:15 AM Page 1o12
Vender Services A_reement Page 12 of 21
must either be destroyed or released to an aulhoruced Familton Medical representative within it0 days after the. delivery credit new equipment. Failure to meet the
stated dates will result in Forfeiture ot'the total trade-in credit. Trade-in values ntav fluctuate baud cat market demand.
9. Drliverv_
.=xpected delivery vvithio I>iI days of receipt & acceptance okptmchase order.
E9_ Adrertising & Promotion
Hamilton Medical may include information about the use of lfamiltan Medical products at through Hamilton Medical's distribution channels; including but not
limited to, web sites, press releases and reference lists. in the farm of tart andror photographic images. Prior to use and publication. all copy shall be forwarded fur
its approval, which approval shall not be unreasonably withheld ordelayod.
11_ Purchase Orders
Purchase orders can be placed via an c-marl to customer.smnce{i'hamittonntedica].rortt
Service Training Tuition
Jf'applicable. service training tuition crodrts are valid ibr three years from the date ortnvotcc. If the tuition is not used within dare years, it will be tort'eiteb and
cancelled_
E3. binancing
Monthly payment is based on credit appcavai. Alt submitted documentation must be satisfactory to Huun lton Medical Finamciai. Should you hove any questions.
please contact Ertl Hardy at (952)6 Ed-7142 or klHeaxhAvendoQservicesimoup-cam
E1. Sales Tax
Sales tax will he included cur quotations for facilities that do not have a tax exemption certificate unfit with Hamilton Medical, Inc. if applicable, provide
k{amdton Medical, Inc_ with a current tax exemption certificate to receive a quotation without sales tar_ Urns a current tax cxermption certiScate is pmvidod.
kamtltun Medical Inc_ well update your account to reflect the tax exempt stains.
All Arrarmationand pricing catrrained in this agreemeni is legally prirrle,nedandlar CONFIDENTIAL information ro be .shared anly betaurr Namiizan Medic -a( Inc.
and The direct rerilrietrr of this game_ Yon are hereby totfted Thar am dissemination, distribution or rapyrrnp afthis agreement andlar Exhibits artside nfllaau if ton
Medical Inn arud enpplayem it strirdy proiihrrrd.
Quote Date Tuesday, December 10. 2024
Account Manager Gene Metzger
Account Manager Phrrie: (9115} 214-2808
AcuauntManager Email genemetzgerginamiltonmedital.00m
Hamilton Medical, one. Confidential 2010
Vendor Services Agreement
Version 17.4
Phone_17751858-3206
Fate 7751856-5621
www.hamilton-medical.eam
12/ 1912024 7:14:25 AM Page 2 o
Page 13 of 21
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
Hamilton Medical, Inc.
201 Edison Way Reno,
NV 89502
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.
1. Name: .)oE1- LbgR.'2
Position: Co""i of 1-tR
Si mature
Name:
Position:
Signature
1Z pi3t
Name:
�v�a1LTC.
Signature of President
Other Title:
Date:
Vendor Services Aereement
Page 14 of 21
EXHIBIT D EXEMPTION PROCUREMENT JUSTIFICATION
FORT T� H
('111 (1F 1411,11 NiOR1II
(71.11'II:R 252 EXE\IPrIo. F(1Rm
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:mat r,i. it to the Puret,a>tna• The anivney, ra 11 icuo% the rnlbtiun ,n tau
ha%c pno.id~d to Jinni %h iIt. t at exemption to lhaptar 252'> biJJattt rcyuir>vtcut. is
Jeleu.ihle. Failure t., pr.+„J utfi i.nt tu1'wuul■m tua. 1,:.ult an I:,Ilou up que>t,.m, mrJ au.: a
Jel n w the unornet'> Jct�ntiaaliur�
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maintain ;box cv.umr ltamltlt.m 5ennl.uor,
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PUreh:t inn llit MOOD.
P.tge 1 a1 6
Vendor Services .Agreement
Page 15of21
•savtlun '• (Inum•d F+ctuutiou and Ju.tifn•at!writ 1111hcr than .4•41-
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VOTE: For stile -source exemption remoras.. complete Section 3.
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page 2 of 6
Vendor Services Aereement
Page 16 of 21
FORT WORTH®
City Secretary's Office
Contract Routing & Transmittal Slip
Contractor's Name: Hamilton Medical
Subject of the Agreement: Hamilton SS
M&C Approved by the Council? * Yes ❑ No ✓❑
If so, the M&C must be attached to the contract.
Is this an Amendment to an Existing contract? Yes ❑ No ❑✓
If so, provide the original contract number and the amendment number.
Is the Contract "Permanent"? *Yes ❑✓ No 0
If unsure, see back page for permanent contract listing.
Is this entire contract Confidential? *Yes 0 No ❑✓ If only specific information is
Confidential, please list what information is Confidential and the page it is located.
Effective Date: 10/15/2025 Expiration Date: 10/14/2026
If different from the approval date. If applicable.
Is a 1295 Form required? * Yes 0 No ❑✓
*If so, please ensure it is attached to the approving M&C or attached to the contract.
Project Number: If applicable. N/A
*Did you include a Text field on the contract to add the City Secretary Contract (CSC)
number? Yes 0 No 0
Contracts need to be routed for CSO processing in the following order:
1. Katherine Cenicola (Approver)
2. Jannette S. Goodall (Signer)
3. Allison Tidwell (Form Filler)
*Indicates the information is required and if the information is not provided, the contract will be
returned to the department.
Permanent Contracts
Advanced Funding Agreements
Architect Service
Community Facilities
Completion Agreement
Construction Agreement
Credit Agreement/ Impact Fees
Crossing Agreement
Design Procurement
Development Agreement
Drainage Improvements
Economic Development
Engineering Services
Escrow Agreement
Interlocal Agreements
Lake Worth Sale
Maintenance Agreement/Storm Water
Parks/Improvement
Parks/Other Amenities
Parks/Play Equipment
Project Development
Property/Purchase (Property owned by the City)
Property/Sales (Property owned by the City)
Property/Transfers (Property owned by the City)
Public Art
Sanitary Sewer Main Replacements
Sanitary Sewer Rehabilitations
Settlements (Employees Only)
Streets/Maintenance
Streets/Redevelopment
Streets/Repairs
Streets/Traffic Signals
Structural Demolition (City owned properties)
Utility Relocation
Water Reclamation Facility
Water/Emergency Repair
Water/Interceptor
Water/Main Repairs
Water/Main Replacement
Water/Sanitary Sewer Rehabilitation
Water/Sewer Service
Water/Storage Tank