HomeMy WebLinkAbout064607 - General - Contract - Kindful Health, LLCCSC No. 64607
IIL COMPENSATION
3.1 As compensation for the MIH Services provided by Fort Worth, Facility will compensate
Fort Worth at the times and amounts set forth in Exhibit "B" which is attached hereto and
incorporated herein by this reference ("MIH Fees"). Fort Worth and Facility may modify the MIH
Fees only by mutually executing a written amendment to this Agreement.
3.2 Fort Worth will charge the MIH Fees to Facility in the amount set forth in Exhibit "B" for
MIH Services. Fort Worth may charge the Facility's patients in accordance with Fort Worth's
EMS System fee schedule in the event that the Facility's patient requires transport or other EMS
System services. If a Facility patient requires EMS System services, the patient or their insurance
company will be billed by Fort Worth, and payment of any fees associated with EMS System
services will be the responsibility of the patient.
IV. TERMINATION
4.1 Convenience. Either Fort Worth or Facility 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 Breach. If either party commits a material breach of this Agreement, including but not
limited to the Facility failing to pay to Fort Worth any amount due hereunder, the non-breaching
Party must give written notice to the breaching party that describes the breach in reasonable detail.
The breaching party must cure the breach ten (10) calendar days after receipt of notice from the
non-breaching party, or other time frame as agreed by the parties. If the breaching party fails to
cure the breach within the stated period, the non-breaching party may, in its sole discretion, and
without prejudice to any other right under this Agreement, law, or equity, immediately terminate
this Agreement by giving written notice to the breaching party.
4.3 Duties and Obli�ations of the Parties. In the event that this Agreement is terminated prior
to the Expiration Date, Facility shall pay Fort Worth for services actually rendered up to the
effective date of termination and Fort Worth shall continue to provide the Facility with services
requested by the Facility and in accordance with this Agreement up to the effective date of
termination. Upon termination of this Agreement for any reason, Facility shall provide Fort Worth
with copies of all completed or partially completed documents prepared under this Agreement. In
the event Facility has received access to Fort Worth information or data as a requirement to
perform services hereunder, Facility shall return all Fort Worth provided data to Fort Worth in a
machine-readable format or other format deemed acceptable to Fort Worth.
V. REQUIRED DOCUMENTATION
51 To facilitate Fort Worth's provision of the MIH Services, upon request by Fort Worth,
Facility shall provide Fort Worth with all documentation reasonably required by Fort Worth in
connection with the MIH Services as soon as reasonably possible. Further, Facility shall
maintain such documentation for the longer of six (6) years after termination of this Agreement,
or the period required by applicable state law.
MIH Services Agreement Page 2 of 12
5.2 Fort Worth will provide patient care reports for enrolled Facility patients that receive MIH
Services electronically using Fort Worth's ePCR system, as may be required. Contemporaneously
with the execution of this Agreement, Facility agrees to execute a Business Associate Agreement
with Fort Worth on the template provided by Fort Worth.
VI. HIPAA
6.1 It is the intent of the parties to comply fully with the Health Insurance Portability and
Accountability Act, Texas Health and Safety Code Chapter 181, and implementing regulations
issued pursuant thereto (collectively "HIPAA" herein). The parties agree that protected health
information (hereinafter referred to as "Protected Health Information" or "PHP') is subject to
protection under HIPAA, and it is the intent of the parties to be in full compliance with, state and
federal law, including applicable provisions of HIPAA, the Health Information Technology for
Economic and Clinical Health Act ("HITECH") its related regulations, and all applicable state
privacy and security laws related to access of PHI by the Parties. To the extent that the services
performed under this Agreement are determined to be performing a transaction subject to HIPAA
or the HITECH Act, the Business Associate Agreement shall control.
6.2 Each party shall implement and maintain such safeguards as are necessary to ensure that
the PHI is not used or disclosed except as is provided in this Agreement and any referenced
documents, including the Business Associate Agreement.
VII. RECORDS
7.1 To the extent required by Section 1395x(v)(1)(I) of Title 42 of the United States Code,
until the expiration of four years after the termination of this Agreement, Fort Worth shall, upon
written request, make available to the Secretary of the United States Department of Health and
Human Services, or to the Comptroller General of the United States General Accounting Office,
or to any of their duly authorized representatives, a copy of this Agreement and such books,
documents, and records as are necessary to certify the nature and extent of the costs of the Services
provided by Fort Worth under this Agreement.
7.2 Facility shall retain all documents produced because of services provided hereunder for a
period of three (3) years (hereafter referred to as "retention period") from the date of termination
of the Agreement. If, at the end of the retention period, there is litigation or other questions arising
from, involving, or concerning this documentation or the services provided hereunder, Facility
shall retain the records until the resolution of such litigation or other such questions. Facility agrees
that Fort Worth shall have access to and the right to examine at reasonable times any directly
pertinent books, documents, papers and records of Facility involving transactions relating to this
Agreement at no additional cost to Fort Worth. Facility agrees that Fort Worth shall have access
during normal working hours to all necessary Facility property and shall be provided with adequate
and appropriate workspace in order to conduct audits in compliance with the provisions of this
section. Fort Worth shall give Facility not less than 10 days' written notice of any intended audits.
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VIIL INDEMNIFICATION
8.1 Facility covenants and agrees to FULLY INDEMNIFY, DEFEND and HOLD
HARMLESS, Fort Worth and the elected officials, employees, officers, directors, volunteers
and representatives of Fort Worth, individually and collectively, from and against any and
all costs, claims, liens, damages, losses, expenses, fees, fines, penalties, proceedings, actions,
demands, causes of action, liability and suits of any kind and nature, including but not
limited to, personal or bodily injury, death and property damage, made upon Fort Worth
directly or indirectly arising out of, resulting from or related to Facility's activities under
this Agreement, including any acts or omissions of Facility, any agent, officer, director,
representative, employee, consultant or subcontractor of Facility, and their respective
officers, agents employees, directors and representatives while in the exercise of the rights
or performance of the duties under this Agreement. The indemnity provided for in this
paragraph shall not apply to any liability resulting from the sole negligence of Fort Worth,
its officers or employees, in instances where such negligence causes personal injury, death,
or property damage. IN THE EVENT FACILITY AND FORT WORTH ARE FOUND
JOINTLY LIABLE BY A COURT OF COMPETENT JURISDICTION, LIABILITY
SHALL BE APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAWS
FOR THE STATE OF TEXAS, WITHOUT, HOWEVER, WAIVING ANY
GOVERNMENTAL IMMUNITY AVAILABLE TO FORT WORTH UNDER TEXAS
LAW AND WITHOUT WAIVING ANY DEFENSES OF THE PARTIES UNDER TEXAS
LAW.
8.2 The provisions of this indemnity section are solely for the benefit of the parties hereto and
not intended to create or grant any rights, contractual or otherwise, to any other person or entity.
Facility shall advise Fort Worth in writing within 24 hours of any claim or demand against Fort
Worth or Facility known to Facility related to or arising out of Facility's activities under this
Agreement and shall see to the investigation and defense of such claim or demand at Facility's
cost. Fort Worth shall have the right, at its option and at its own expense, to participate in such
defense without relieving Facility of any of its obligations under this paragraph.
IX. NOTICE
9.1 Notices. Notices required pursuant to the provisions of this Agreement shall be
conclusively determined to have been delivered when (1) hand-delivered to the other party, its
agents, employees, servants or representatives; or (2) received by the other party by United States
Mail, registered, return receipt requested, addressed as follows:
TO FORT WORTH:
City of Fort Worth
Attn: Assistant City Manager
100 Fort Worth Trail
Fort Worth TX 76102
With Copy to the City Attorney
TO FACILITY:
Kindful Health, LLC
Attn: Russ Krengel
2350 Airport Fwy, Ste 410
Bedford, TX 76022
MIH Services Agreement Page 4 of 12
�at same address
X. INSURANCE
Facility must provide Fort Worth 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 MIH 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 Facility, or its employees, agents, ar
representatives while providing Services under this Agreement. "Any vehicle" will be any
vehicle owned, hired and non-owned.
(b) 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
Employers' liability
$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
(c) Professional Liability (Errors & Omissions):
$1,000,000 - Each Claim Limit
$1,000,000 - Aggregate Limit
Professional Liability coverage may be provided through an endorsement of 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 Fort Worth to evidence coverage.
10.2 General Requirements
MIH Services Agreement Page 5 of 12
(a) The commercial general liability and automobile liability policies must name Fort
Worth as an additional insured thereon, as its interests may appear. The term Fort
Worth 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 Fort Worth.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of
coverage must be provided to Fort Worth. Ten (10) days' notice wi11 be acceptable in
the event of non-payment of premium. Notice must be sent to Fort Worth in accordance
with the notice provision of this Agreement.
(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 Fort Worth to request required insurance documentation will
not constitute a waiver of the insurance requirement.
(� Certificates of Insurance evidencing that Facility has obtained all required insurance
will be delivered to Fort Worth prior to Fort Worth proceeding with any MIH Services
pursuant to this Agreement.
XI. GENERAL PROVISIONS
1 L 1 Governmental Powers. It is understood and agreed that by execution of this Agreement,
Fort Worth does not waive or surrender any of its governmental powers or immunities.
11.2 No Waiver. The failure of Fort Worth or Facility to insist upon the performance of any
term or provision of this Agreement or to exercise any right granted herein shall not constitute a
waiver of Fort Worth's or Facility's respective right to insist upon appropriate performance or to
assert any such right on any future occasion.
11.3 Governin� Law and Venue. This Agreement shall be construed in accordance with the
laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought
on the basis of this Agreement, venue for such action shall lie in state courts located in Tarrant
County, Texas or the United States District Court for the Northern District of Texas, Fort Worth
Division.
11.4 Severabilitv. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any
way be affected ar impaired.
MIH Services Agreement Page 6 of 12
11.5 Force Maieure. Fort Worth and Facility shall exercise their best efforts to meet their
respective duties and obligations as set forth in this Agreement, but shall not be held liable for any
delay or omission in performance due to force majeure or other causes beyond their reasonable
control, including, but not limited to, compliance with any government law, ordinance or
regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars,
riots, epidemics or pandemics, material or labor restrictions by any governmental authority,
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, and/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 hinders the party's performance, as soon as
reasonably possible, as determined in the Fort Worth's discretion, after the occurrence of the Force
Majeure Event. The form of notice required by this section shall be the same as section 13 above.
11.6 Headin�s Not Controllin�. Headings and titles used in this Agreement are for reference
purposes only and shall not be deemed a part of this Agreement.
11.7 Review of Counsel. The parties acknowledge that each party and its counsel have reviewed
this Agreement and that the normal rules of construction to the effect that any ambiguities are to
be resolved against the drafting party shall not be employed in the interpretation of this Agreement
or exhibits hereto.
11.8 Amendments. No amendment of this Agreement shall be binding upon a party hereto
unless such amendment is set forth in a written instrument and duly executed by an authorized
representative of each party.
11.9 Entiretv of A�reement. This Agreement, including any exhibits attached hereto and any
documents incorporated herein by reference, contains the entire understanding and agreement
between Fort Worth and Facility, 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.
11.10 Counteraarts. This Agreement may be executed in one or more counterparts and each
counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together
constitute one and the same instrument. An executed Agreement, modification, amendment, or
separate signature page shall constitute a duplicate if it is transmitted through electronic means,
such as fax or e-mail, and reflects the signing of the document by any party. Duplicates are valid
and binding even if an original paper document bearing each party's original signature is not
delivered.
11.11 Si�nature Authoritv. The person signing this agreement hereby warrants that he/she has
the legal authority to execute this agreement on behalf of the respective party, and that such binding
authority has been granted by proper order, resolution, ordinance or other authorization of the
MIH Services Agreement Page 7 of 12
entity. Each party is fully entitled to rely on these warranties and representations in entering into
this Agreement or any amendment hereto.
11.12 Electronic Si�natures. 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 ar facsimile transmission) of an original signature, or
signatures electronically inserted via software such as Adobe Sign.
[Signature Page Follows]
MIH Services Agreement Page 8 of 12
ACCEPTED AND AGREED:
FORT WORTH:
��..� ��...v.�
By:
Name: William Johnson
Title: Assistant City Manager
Date: O1/24/2026
APPROVAL RECOMMENDED:
i�� ��
By:
Name: ��r�a�at� H i l l
Title: Fire Chief
Date:
ATT cT na
1 1 E�7 1. p.1o� FORTlyydO
Qa �o a
Q�,n.n�-�a % � aaan nezpsaa
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By: ��
Name: Jannette Goodall
Title: City Secretary
Date:
FACILITY:
By. Russ K� el (M 2Q20251529 CDT)
Name: Russ Krengel
Title: CEO
Date: 05�20�2025
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.
B Brenda Ray (Jan 23, 2026 1221:47 C
y•
Name: Brenda Ray
Title: Purchasing Manager
Date: O1/23/2026
APPROVED AS TO FORM AND
LEGALITY:
By. G���/`��
Name: Taylor Paris
Title: Assistant City Attorney
Date:
CONTRACT AUTHORIZATION:
M&C:
C�] � � [�1,1�:� xd�7:� �7
����-�-�xy:��r_�:�-i
FT. WORTH, TX
MIH Services Agreement Page 9 of 12
EXHIBIT "A" — SCOPE OF SERVICES
1. Fort Worth a�rees to brovide the followin� services:
a. Facilitate the enrollment of Facility patients who reside within Fort Worth EMS System
service area into the Fort Worth Mobile Integrated Health Program ("MIH").
b. The patient's address and other personal information shall be logged into Fort Worth's
Computer Aided Dispatch ("CAD") system for ready identification in the event the patient
or family accesses 9-1-1. This will allow, among other things, Fort Worth emergency
Communications' personnel to identify calls from a patient's address and to know who the
Facility contact person is for the patient.
c. In the event of a 9-1-1 call to a patient's logged resident address, a regular EMS system
response will occur, with the addition of an on-duty MIH-credential EMT and/or MIH-
credentialed lead paramedic ("MIH Staff').
i. Fort Worth's communications center will also notify the patient's Facility
nurse of the 9-1-1 response.
ii. Once on scene, the MIH Staff will work with the patient and family to assure
that the wishes of the patient and family are achieved, and coordinate patient
care with the Facility representative.
d. During enrollment, the family or a Facility representative may contact Fort Worth for an
in-home visit by an MIH Staff inember if the family should become concerned about the
patient's status. The MIH Staff will assist the family with the transition of the patient and
help assure the patient's comfort using the in-home medications and treatment modalities
supplied by Facility, including medications that have been approved by Fort Worth's
Medical Director.
e. Fort Worth shall keep medical records on every patient contact and provide these medical
records to the designated Facility representative upon request.
£ Fort Worth shall track any utilization of MIH Services by enrolled patients and will
provide monthly reports of same to Facility.
2. Facilitv shall provide the followin� services to Fort Worth and fulfil the followin�
obli�ations:
a. Facility will introduce the concept of enrollment in MIH for all of its patients that Facility
determines are eligible for enrollment in the MIH.
b. Facility will facilitate the enrollment of eligible Facility patients that reside in Fort
Worth's service area into the MIH, as requested or desired by the Facility's patients.
MIH Services Agreement Page 10 of 12
c. Facility will inform Fort Worth's MIH Manager, or their designee, of each patient that
Facility enrolls in the MIH and will provide the following information for each such
patient:
i. Patient's full name, date of birth, phone number, and primary payer source;
ii. Name and phone number of the patients identiiied Durable Healthcare
Power of Attorney (if designated);
iii. The name and 24 hour access phone number for the Facility Nurse assigned
to the patient and his/her family;
iv. The name and 24-hour access phone number for the Facility Case Manager
assigned to the patient and family;
v. Access to all medical records for the patient enrolled in the MIH; and
vi. A copy of the patient's Do Not Resuscitate (DNR) Order, or MOST, or
POLST forms as available.
d. Provide Fort Worth with timely updates regarding patients who are no longer enrolled
in MIH.
e. Provide continuing education and training to Fort Worth personnel on hospice, end-of
life care, advance directives, and other topics that will facilitate Fort Worth's provision of
the MIH Services.
MiH Services Agreement Page 11 of 12
EXHIBIT "B" — COMPENSATION
The compensation paid by Facility to Fort Worth for the MIH Services is as follows:
1. Facility agrees to enroll all of their eligible patients residing in Fort Worth's EMS System
service area into the MIH program on a weekly basis.
2. Facility agrees to pay Fort Worth one hundred fifty dollars ($150.00), the MIH Fees, for
any MIH patient contact for a patient enrolled in MIH.
3. The parties agree that Fort Worth will bill and seek reimbursement from appropriate and
eligible payer sources for fees related ambulance transportation provided to patients
enrolled in Fort Worth's MIH program by Facility.
City will submit a detailed invoice to Facility by the tenth day of each month setting forth:
1. The name of each patient enrolled in the MIH program at any time during the prior month,
the payment due for such enrollment, and the total due for enrollment of all patients;
2. The name of each non-enrolled patient with whom an emergency visit was conducted, the
payment due for such visit, and the total due for all such visits; and
3. The name of each unenrolled patient whose information is uploaded into City's CAD
system or modified in such system, the amount due for each such action, and the total due
for all such actions.
Facility's payments to Fort Worth are due within 30 days of receiving any invoice from Fort
Worth.
MIH Services Agreement Page 12 of 12
F�RT ��RTHc� CSC No. 64607
City Secretary's Office
Contract Routing & Transmittal Slip
COritraCtOr'S Nari1e: MOBILE INTEGRATED HEA TH SERVICES- Kindful Health, LLC
Subject of the Agreement: EMs i�cense pro��aer � the Fort Worth System also provides mobile integrated
health services (MIH)to enroll clients.
M&C Approved by the Council? * Yes ❑ No 0
If so, the M&C must be attached to the cont�act.
Is this an Amendment to an Existing contract? Yes ❑ No 0
If so, p�ovide the original contract numbe� and the amendment number.
Is the Contract "Permanent"? *Yes � No ❑
If unsure, see back page fo� permanent contNact listing.
Is this entire contract Confidential? *Yes ❑ No � If only specific information is
Confidential, please list what information is Confidential and the page it is located.
Effective Date: 1/24/2026 Expiration Date: 9/30/2027
If diffe�ent froin the approval date. If applicable.
Is a 1295 Form required? * Yes ❑ No 0
*If so, please ensure it is attached to the approving M&C or attached to the contract.
Project Number: Ifapplicable.
*Did you include a Text field on the contract to add the City Secretary Contract (CSC)
number? Yes 0 No ❑
Contracts need to be routed for CSO processin� in the followin� order:
1. Katherine Cenicola (Approver)
2. Jannette S. Goodall (Signer)
3. Allison Tidwell (Form Filler)
*Indicates the info�ination is requi�ed and if the information is notprovided, the contract will be
returned to the depa�tment.
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