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HomeMy WebLinkAboutContract 58711-R1CSC No. 58711-R1 CITY OF FORT WORTH CONTRACT RENEWAL NOTICE October 9, 2023 Front Line Mobile Health, PLLC Attn: Russell A. Burnham, CEO 6517 N. Lakewood Dr. Georgetown, TX 78633 Re: Contract Renewal Notice Contract No. CSC No. 58711 (the "Contract") Renewal Term No. 1: January 01. 2024 to December 31. 2024 The above referenced Contract with the City of Fort Worth expires on December 31, 2023 (the "Expiration Date"). Pursuant to the Contract, contract renewals are at the sole option of the City. This letter is to inform you that the City is exercising its right to renew the Contract for an additional one (1) year period, which will begin immediately after the Expiration Date. All other terms and conditions of the Contract remain unchanged. Please return this signed acknowledgement letter, along with a copy of your current insurance certificate, to the address set forth below, acknowledging receipt of the Contract Renewal Notice. Failure to provide a signed acknowledgment does not affect the renewal. Please log onto PeopleSoft Purchasing at httD://fortworthtexas.uov/purchasing to ensure that your company information is correct and up-to-date. If you have any questions concerning this Contract Renewal Notice, please contact me at the telephone number listed below. Sincerely, Katva Flores Sr. Admin Assistant Katva.Floresa,fortworthtexas. izov OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Contract Renewal Page 1 of 3 ACCEPTED AND AGREED: CITY OF FORT WORTH By: Valerie Washington (Oct 23, 2023 09:42 CD'O Name: Valerie Washinp-ton Title: Assistant City Manager Date: Oct 23, 2023 APPROVAL RECOMMENDED: By-J s Davis 20, 202311:48 EDT) Name: Jim Davis Title: Fire Chief 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:B,3;R%y (Oct 20, 2023 10:46 CDT) Name: Brenda Ray Title: Fire Purchasing Manager APPROVED AS TO FORM AND LEGALITY: 9 �naL ATTEST: p c�FORr�%aaa /�— p�o By: ° �� panIl°°°654p Name: Taylor Paris By U Name: Jannette Goodall Title: Assistant City Attorney Title: City Secretary CONTRACT AUTHORIZATION: N/A OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Contract Renewal Page 2 of 3 Front Line Mobile Health, PLLC Name: Russell A. Burnham Title: Chief Executive Officer Contract Renewal Page 3 of 3 CSC No. 58711-A1 FIRST AMENDMENT TO FORT WORTH CITY SECRETARY CONTRACT NO.58711 This First Amendment to Fort Worth City Secretary Contract No. 58711 is made between the City of Fort Worth ("Fort Worth"), a municipal corporation and Front -Line Mobile Health, PLLC ("Vendor"). WHEREAS, Fort Worth and Vendor entered into an agreement identified as Fort Worth City Secretary Contract No. 58711 beginning January 1, 2023 ("Original Agreement"); and ending December 31, 2023. WHEREAS, it is the collective desire of both Fort Worth and Vendor to amend the Original Agreement to include advanced cardiovascular labs, enhanced cancer screenings, as well as specialty cardiology evaluations for employees determined to be high risk for heart attack or stroke. NOW THEREFORE, known by all these present, Fort Worth and Vendor, acting herein by the through their duly -authorized representatives, agree to the following terms, which amend the Original Agreement as follows: 1. The Original Agreement is hereby amended by adding the attached, Exhibit B Payment Schedule Addition, to the Original Agreement's Exhibit B. These added terms do not replace the terms of the Original Agreement, but are cumulative. 2. All other terms, provisions, conditions, covenants and recitals of the Original Agreement not expressly amended herein shall remain in full force and effect. [Signature Page Follows] OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX First Amendment to Fort Worth City Secretary Contract No. 58711 Pagel of 3 Executed effective as of the date signed by the Assistant City Manager below. I CI] 111LIX'D1] 71_1_ F City of Fort Worth ILW By: Valerie Washington (Jun 15, 202308:40 CDT) Name: Valerie Washington Title: Assistant City Manager Date: J U n 15, 2023 Approval Recommended: By: J s Davis 14, 2023 16:27 CDT) Name: James Davis Title: Fire Chief Attest: By: Name: Jannette Goodall Title: Citv Secretary VENDOR: 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: BJun 14, 2023 16:21 CDT) Name: Brenda Rav Title: Purchasing Manager Approved as to Form and Legality: d4vuun B a4F F°°RroIl�a Name: Andrea Phillins °° 0 0 �o o�io Title: Assistant City Attorney °°o* 0 o*�a r eza00 5app Contract Authorization: nnaa4a M&C: 23-0038 Form 1295: 2022-965191_ Front Line Mobile Health, PLL ku&-,ea8urnA&1w2 AA-GTX#PAto68'3 By: Name: Russell Burnham Title: CEO Date: J U n 14, 2023 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX First Amendment to Fort Worth City Secretary Contract No. 58711 Page 2 of 3 EXHIBIT B Payment Schedule Addition Amended Pricing for additional services (per firefighter basis): Galleri Multi Cancer Screening Test $849 Advanced cardiovascular lab tests $500 Initial High -risk Cardiovascular Evaluation $3000 Please let me know if you have any questions. Thanks Bruce Bruce VanderHaar Chief Marketing Officer 1-mltONi ALINE MOBILE HEALTH First Amendment to Fort Worth City Secretary Contract No. 5871 1 Page 3 of 3 CSC No. 58711 FORTWORTHO Ir PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL 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 FRONT LINE MOBILE HEALTH, PLLC ("Vendor"), a professional limited liability company and acting by and through its duly authorized representative, each individually referred to as a "party" and collectively referred to as the "parties." 1. Scope of Services. Contractor hereby agrees to provide the City with safety health, wellness and suitability evaluations ("Services"), which are set forth in more detail in Exhibit "A," attached hereto and incorporated herein for all purposes. 2. Term The initial term of this Agreement shall begin on January 1, 2023 (the "Effective Date") and shall expire on December 31, 2023 ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). After the Initial Term, the City shall have the option, in its sole discretion, to renew this Agreement under the same terms and conditions for up to four (4) one-year renewal terms, subject to any price increases as identified in paragraph 2.1. 2.1. Vendor may at its discretion, and subject to approval by Contracting Agency, increase the price for those services identified in Exhibit "B" of this Agreement a maximum of 3% at the start of each year the Agreement is renewed. 3. Compensation. City will pay Vendor in accordance with the provisions of this Agreement, including Exhibit `B," which is attached hereto and incorporated herein for all purposes. Total compensation under this Agreement will not exceed One Million Nine Hundred and Seventy Thousand Dollars and 0/100 Cents ($1,970,000.00). 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. 3.1 Chases for Partiallv Completed Evaluations. In the event a Participant of the City withdraws and does not complete the entire medical evaluation process conducted by Vendor, cancellation charges will be billed to City, based on how many of the steps have been completed by the participant. The charges will be based on the following: If a Participant (Incumbent or Candidate) withdraws or is withdrawn after the roster of names has been submitted to Vendor, but before any specimens are collected or lab tests have taken place, a charge of 25% of the cost for an annual or candidate physical will be assessed to compensate Vendor for initial electronic processing. If a Participant withdraws after the specimen collection and lab tests, but before any physical testing has taken place, the charge will be 50% of the cost for an annual or candidate physical. If a Participant withdraws after the physical testing but before the medical examination and one-on-one consultation with the medical provider, the charge will be 75% of the cost for an annual or candidate physical. Once the medical exam and consultation have taken place, 100% of the charge will be billed. In the event a participant withdraws from the process due to injury, FLMA, deployment or other extenuating circumstances, Vendor and City agree to negotiate an appropriate cancellation charge, depending on if/when the participant is scheduled to resume duties. 4. Termination.. 4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with 30 days' written notice of termination. 4.2 Non-apnronriation 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_.ULLgll=&aad LgafAgaijai,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 by City are subject to disclosure under the Texas Public Information Act. In the event there is a request for information marked Confidential or Proprietary, City will promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure. 5.4 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. 5.5 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. BiLyht_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 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, contractors, or contractors. 8. Invoicing; The City of Fort Worth has begun implementing an automated invoicing system. 8.1 The Contractor shall send invoices electronically to our centralized Accounts Payable department invoice email address: supplierinvoices@fortworthtexas.gov. This email address is not monitored so please do not send correspondence to this email address. The sole purpose of the supplier invoices email address is to receipt and process supplier invoices. 8.2 Please include the following on the subject line of your e-mail: vendor name, invoice number, and PO number, separated by an underscore (ex: Example, Inc._123456_FW013- 0000001234) 8.3 To ensure the system can successfully process your invoice in an expedient manner, please adhere to the following requirements: • All invoices must be either a PDF or TIFF format. • Image quality must be at least 300 DPI (dots per inch). • Invoices must be sent as an attachment (i.e. no invoice in the body of the email). • One invoice per attachment (includes PDFs). Multiple attachments per email is acceptable but each invoice must be a separate attachment. • Please do not send handwritten invoices or invoices that contain handwritten notes. • Dot matrix invoice format is not accepted. • The invoice must contain the following information: • Supplier Name and Address; • Remit to Supplier Name and Address, if different; • Applicable City Department business unit# (i.e. FW013) • Complete City of Fort Worth PO number (i.e. the PO number must contain all preceding zeros); • Invoice number; • Invoice date; and • Invoices should be submitted after delivery of the goods or services. 8.4 To prevent invoice processing delays, please do not send invoices by mail and email and please do not send the same invoice more than once by email to supplierinvoices@fortworthtexas.gov. To check on the status of an invoice, please contact the City Department ordering the goods/services or the Central Accounts PayableDepartment by email at: ZZ FIN AccountsPavable(a,fortworthtexas.aov. 8.5 If you are unable to send your invoice as outlined above at this time, please send your invoice to our centralized Accounts Payable department instead of directly to the individual city department. This will allow the city staff to digitize the invoice for faster processing. 8.6 If electronic invoicing is not possible, you may send your paper invoice to: City of Fort Worth Attn: FMS Central Accounts Payable 200 Texas Street Fort Worth, Texas, 76102 8.7 The City's goal is to receive 100% of invoices electronically so that all supplier payments are processed efficiently. To achieve this goal, we need the Contractor's support. 8.8 If Contractor has any questions, please contact the Accounts Payable team at (817) 392-2451 or by email to ZZ_FIN_AccountsPayable@fortworthtexas.gov. 8.9 Contractor shall not include Federal, State of City sales tax in its invoices. City shall furnish a tax exemption certificate upon Vendor's request. 9. L*ability and indemnification. 9.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING 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, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 9.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTSAND EMPLOYEES, FROMAND AGAINST ANYAND ALL CLAIMS OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTYDAMAGE OR LOSS (INCLUDINGALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, ORSUBCONTRACTORS. 9.3 INTELLECTUAL. PROPERTY INDEMNIFICATION — Vendor agrees to defend, settle, or pay, at its own cost and expense, any claim or action against City for infringement of any patent, copyright, trade mark, trade secret, or similar property right arising from City's use of the software and/or documentation in accordance with this Agreement, it being understood that this agreement to defend, settle or pay will not apply if City modifies or misuses the software and/or documentation. So long as Vendor bears the cost and expense of payment for claims or actions against City pursuant to this section, Vendor 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 negotiations 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. and 99 such the use thereof the Software use is f is e a remedy, a materiall enjoined an doc document ,t6er' (a y ad verse) or restrai umentatio Provided atioll or procure y restricted ed or> Was a or any the soft, that such (b)'nodi fy o r City t ,Vendor a result fart thereof e9uall are and/ modilcati a softwa be right to ill, at its o a settle�ne 's held to . docum vtaitable, c r d°c11menrt n does not re and/or d continue wd egPensent or com infringe reason tion at oInNtible ation� or material) oeumentat• to use tb and as C'protnise, V ably av u° additi 1 and fun (c) rePlaal y adverse) )on to Ina a softwa y s sole end or b ailable to °nal eb ctionall the so yaffectmake it no a and/ available to City �ns�e se u n oto ter r e a City. 'y equivalenttwo� land/o city, oc�utbo -� a ugin°r Sue mi .or n r riz g, rlativ whie bps ) ifgre nfringin IlseSOftjv se of b term,natn City t, and r refthe und alternatives anth d/or May Seek d all amounts ernatives is e any and all �e, so re 10. 10.1 Assi e under th s A r will not and consent to an ass�greenlent wassign orobligasub thOut Obligartt n�OOf ve h cth the s ghee thew �lD ow1itter,act -any °fits dude Assi Ons Of v ndor unde assignee 1 execute a °nsentOfCi s, obligatio anent, r this writte ty rf ns or a 10.2 ndor under this Agreeme es tO be bO n agree ne Citygrants be ritten agre Agree nt. and by t nt With bo eme ubcOntract. Inept vendor he th City °bligat o nd by the dutwe\ dor �'ty grants co pr1pr to the elffe be l�ab,eutl s and subcontract, may apply s do blig teo s og this A to esubcontr ct�ve date Of the act th Of the f 11ollo' must Provide eC ty Under th dwhich bubo tractoont r will] e kec Serticespur Uagtype vendOrinu th a fully Agreement ute suchractd agrees to Ild minilnu st provide d GOpy O ut'es and nt to this Agreement: 11.1 m coverage limits h that certificates f any such COVe�and e to be In feet p s rance dOcum (a) Commercial tO cOm ens megp li ies $1 merclal General Liability. anynt Of ,00p,00 p . lity. S2,040 000 V Each Qcc (b) Pr Aggregateurrence Professional Liability BrrO rs & $1,00p fissions S"000 000 ` Each Claim ) Applicable ggregate LiIfiit N/A 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. 11.2 General Requirements (a) The commercial general liability 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) 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. (c) 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- V II 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. (d) Any failure on the part of City to request required insurance documentation will not constitute a waiver of the insurance requirement. (e) 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. 12. Compliance.w2th 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. 13. 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. 14. 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, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) 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 200 Texas Street Fort Worth, TX 76102-6314 Facsimile: (817) 392-8654 With copy to Fort Worth City Attorney's Office at same address To VENDOR: Front Line Mobile Health, PLLC Attn: Russell Burnham, CEO 6517 N. Lakewood Dr Georgetown, TX 78633 Phone: (512) 838-3808 15. Solicitation of Fmolovees. 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 party who responds to a general solicitation of advertisement of employment by either party. 16. Governmental_ owers. It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. 17. No Waivgr 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. 18. 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. 19. 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. 20. 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 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 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 with Section 13 of this Agreement. 21. 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. 22. Review_ of_Co,aUal 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 or the Exhibits. 23. Amendment_ Modifications xten,s000ny 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. 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 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 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. 26. 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. 27. 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 party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 28. Change in Companv Name or Ownership. Vendor 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 so may adversely impact future invoice payments. 29. 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. The terms "boycott Israel" and "company" has the meanings ascribed to those terms in Section 2271 of the Texas Government Code. 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. 30. Prohibition on Bov o ing Ene gv Companies. Vendor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, 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 company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms "boycott energy company" and "company" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. 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 boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 31. Prohibition- on -Discrimination, ALYainS Firear and Ammunition-Industries . Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, 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 company 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. The terms "discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter 2274 of the GovVendore DI.. s g or attire AMent p o Is appl ica not discri nate e againste tha disides ttenl v to this cat Agreement a fir erl'»mates 'On to the ' by signi Will 32' g this sign cDnsidered can entity or r tr rear emit Vendor. (1) dreement, ve (e.g via e For these n °riginal T ade ass°ci.31 ao r frearrn es nOt have adOr cectirti fes sOftw e such las fa sir rtr " e ectr �e for all pur me in be n d wring the o f� iati grand ' Policy,t at lec nt ter °n bet 33 Adobe Sign. nsmissionsign, ftuorej , s nd ave es s� by elec o his Agreement will ween 41 nic S. With or c nt Citmend Vendor ginal signatureo an S e cc oily scnned 'roe eff c tore° which their h any prOvis onro fth° ss oral or th wr-gns and agreement contain matures elec o nicall tted versgonsl Agree1nen . agreementTors In inter sns the entire y lind inserted via hereby declared ri them rtersstanding and ul1 and void to the extedrhrgn An t tin conflict (S1&nat urePagefollowS ) IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples. CITY OF FORT WORTH: By: Name: Fernando Costa Title: Assistant City Manager Date: Jan 11, 2023 APPROVALRECOMMENDED: By: RobertRobert IIP dre2ge (Jan 11, 202316:23 CST) Name: Robert A. Alldredge Jr. Title: Executive Assistant Chief ATTEST: �"UWHe-s g;&&da& BY: Jannette S. Goodall (Jan 11, 202320A8 CST) Name: Jannette Goodall Title: City Secretary CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration i of this contract, including ensuring all performance and reporting requirements. 1-1-- By: JacoloOrohse (Jan 11, 202313:01 CST) Name: Jacob Lohse Title: Administrative Services Manager APPROVED AS TO FORM AND LEGALITY: By: Name: Taylor Paris Title: Assistant City Attorney CONTRACTAUTHORIZATION: M& C: 23-0038 Form 1295: 2022-965191 VENDOR: FRONT LINE MOBILE HEALTH, PLL By: Name: Russell Burnham Title: CEO EXHIBIT A SCOPE OF SERVICES Comprehensive Health and Wellness Program 30.1 Company employees must all be State Licensed and nationally certified medical providers who have extensive experience in occupational health relating to Fire, Law Enforcement, Aviation and Military setting; (must provide license numbers and CVs at RFP submission). 30.2 Examinations must be built within the NFPA 1582 (minimum) and 1583 (optimal) standards. 30.3 Selected Company must be able to provide additional support staff as necessary to include but not be limited to athletic training staff, physical therapist, and massage therapist. 30.4 An electronic health record and patient portal (that is fully functional at RFP submission) that will allow access to all physical and behavioral health data for all employees throughout the contract period. 30.5 Administrative Portal for Department leadership that will allow them to see masked/aggregate data in real time as to the health and wellness of the department. 30.6 Capacity to perform incumbent physical annually built on an age -based and risk - stratified program considering all current evidence -based data and consensus statements as it relates to Fire Fighter health and wellness. 30.7 Ability to perform Fire Candidates medical and psychological exams by state licensed medical and psychological providers who specialize in occupational health and have extensive experience in the Fire Service and other military/para-military organizations. 30.8 Demonstrated experience with the State of Texas Worker's Compensation program to include certified and trained Designated Doctor's on staff for first responder organizations. 30.9 Selected company must be able to administer a Cardiopulmonary Exercise Test (CPET) to all members based on the age -based program. 30.10 Selected company must be provide training and education as appropriate to members of the Fort Worth Fire Department related to health issues outlined within this proposal. 3.11 All ancillary studies to include plain film radiographs and ultrasounds must be performed by state licensed radiology /ultrasound technicians; all radiology and cardiology reports must be interpreted by CV Sat board ertifed and 31.12 Eehav1Or Psubmissio) IIOK'ship trainedph pro dressedi onl sleep ealt� Must include Yslcians (must Provide l posals will be °rders. mpairment al assessme mobile -based pro ranked . ohol jsub tas includin �cense numbed and 'n nce use i but t disorders, limited t ram. Part Of the capability to pan erform to abov and post-trau "Iety e Services onslte �dlor through a EXHIBIT B PAYMENT SCHEDULE FRONT LINE MOBILE HEALTH Lt. Felicia Yates Fort Worth Police Department 511 W Felix Street Fort Worth, Texas 76105 Dear Lt Yates, FORT WORTH POLICE DEPARTMENT September 9, 2022 We thank you foryour interest in partnering with Front Line Mobile Health to evaluate the health and wellness of the Incumbent members and candidates ofthe Fort Worth Police Department. Please find our quote for Professional Services below, FEESICOST Annual Physical (Age Based & Risk Stratified) $600 par Cand Idate Candidate Medical Evaluation (1.2) $SOO per Evaluation Once again, thank you for the opportunity to serve. Very Respectfully, members of RUSSELL A. BU RNHAM, APA-C AMER7CAN ,,� Team Principle, &CEO COLLEGE �f / 2V� Front Line Mobile Health, PLLC CARDIOL6Gv 3517 N Lakewood Dr., Geo,getam, TY. 78533 • Office: 512.839.360E . f—dine—bilehealh.mm ACITY COUNCIL AGEND Create New From This M&C DATE: 1/10/2023 REFERENCE NO.: CODE: C TYPE: Official site of the City of I th, Texas FORTWORT111 **M&C 23- LOG NAME: 35FRONT LINE 0038 BEHAVIORAL HEALTH CONSENT PUBLIC NO HEARING: SUBJECT: (ALL) Authorize an Agreement with Front Line Behavioral Health, PLLC, to Provide Comprehensive Health and Wellness Services for the Police and Fire Departments in an Annual Amount Up to $1,970,000.00 for the Initial Term with Four (4) One -Year Renewal Options for the Same Annual Amount RECOMMENDATION: It is recommended that the City Council authorize the execution of an agreement with Front Line Behavioral Health, PLLC, to provide comprehensive health and wellness services for the Police and Fire Departments in an annual amount up to $1,970,000.00 for the initial term with four (4) one-year renewal options for the same annual amount. DISCUSSION: The Fort Worth Police Department approached the Purchasing Division about entering into a contract with Front Line Behavioral Health, PLLC (Front Line) to provide annual physicals, medical and psychological exams for police candidates, behavioral health assessments, training on health issues, and ancillary medical services. The Fire Department would like to receive the same services as Police Department from Front Line. These services would be provided to all Civil Service personnel as well as new Personnel (i.e., recruits). This contract would supersede the Fire Department's initial contract with Frontline Mobile Health that was approved by City Council on June 23, 2020 (Mayor and Council Communication 20-0443). The City's legal department determined that this contract involves a service subject to Chapter 2254 of the Texas Government Code because physicals are within the scope of the practice of medicine, one of the enumerated professional services within the statute. Chapter 2254 prohibits competitive bidding under a traditional Request for Proposal (RFP); instead, the service must be awarded under a Request for Qualification (RFQ) evaluation. The selection of a vendor under an RFQ is determined utilizing the criteria below: o Project Understanding (30\%) o Project Team: Qualifications, Experience, and Capabilities (30\%) o Project Approach and Schedule (30\%) Readiness to Proceed (10\%) On October 31, 2022, the Fort Worth Police Department contacted two vendors under the RFQ process for various medical services per the City's administrative regulations. An evaluation team of subject matter experts from the Fort Worth Police Department evaluated the submitted statement of qualifications from each vendor based on company experience, prior projects, workload and team experience. It was determined that Front Line provides the best overall solution and it is recommended that the City Council authorize the execution of an agreement for an initial one-year term with four (4) one-year renewal options at the City's sole discretion. Front Line has considerable experience with providing similar services to other law enforcement, fire and emergency management service departments throughout Texas (including, but not limited to, Pflugerville, Georgetown, Travis County, and Williamson County). The maximum amount allowed under this Agreement citywide will be $1,970,00.00. However, the actual amount used will be based on the need of the departments and the available budget. The annual department allocation for this Agreement is: Department Number of Beneficiaries Estimated Annual Amount Police 836 $900,000.00 Fire 1,050 $1,070,000.00 Total 1,886 $1,970,000.00 Funding is budgeting in the Other Contractual Services account of the Police Department's General Fund and in the Fire Department's rollup within the General Fund. An administrative change order or increase may be made by the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does not require specific City Council approval as long as sufficient funds have been appropriated. A waiver of the goal for MBE/SBE subcontracting requirements was requested by the Department and approved by the M/WBE Office, in accordance with the BDE Ordinance, because the purchase of goods or services from source(s) where subcontracting or supplier opportunities are negligible. Upon City Council approval, the Agreement will begin upon execution and will end one year from that date. The contract may be renewed for up to four (4) successive one-year terms at the City's option. This action does not require specific City Council approval, provided that the City has appropriated sufficient funds to satisfy the City's obligations during the renewal term. These services will serve ALL COUNCIL DISTRICTS. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that upon approval of the above recommendation, funds are available in the current operating budget, as previously appropriated, in the General Fund. Prior to any expenditure being incurred, the Police Department and Fire Department have the responsibility to validate the availability of funds. TO Fund Department Account Project ID ID FROM Fund Department Account Project ID ID Submitted for Citv Manaaer's Office by_ Originating Department Head: Additional Information Contact: ATTACHMENTS Program Activity Budget Reference # Amount Year (Chartfield 2) Program Activity Budget Reference # Amount Year (Chartfield 2) Fernando Costa (6122) Neil Noakes (4212) Georgia Tucker (4258) Jacob Lohse (4249) 035-0--19 PD Waiver Rrequest Frontline updated.pdf (CFW Internal) 35FRONT LINE BEHAVIORAL HEALTH funds availabilitv.pdf (CFW Internal) 35FRONT LINE BEHAVIORAL HEALTH Updated FID 12.19.22.xlsx (CFW Internal) Front Line Form 1295.pdf (CFW Internal)