HomeMy WebLinkAboutContract 6315063150
ON -SITE SERVICES AGREEMENT
THIS ON -SITE SERVICES AGREEMENT (the "Agreement") is made as of the First
day of February, 2025 by and between CITY OF FORT WORTH ("City") and BIR JV, LLP
d/b/a BAYLOR SCOTT & WHITE INSTITUTE FOR REHABILITATION —
OUTPATIENT THERAPY ("Contractor").
WITNESSETH:
WHEREAS, the City desires to have Contractor provide on -site services to its police, fire,
and utilities employees; and
WHEREAS, Contractor has agreed to perform such services for the City on the terms and
conditions set forth in this Agreement.
NOW, THEREFORE, the parties, intending to be legally bound, and in consideration of
the mutual covenants and agreements herein contained, agree as follows:
1. Services. Contractor agrees to furnish those services as set forth on Exhibit A attached
hereto (the "Services"). Contractor represents that its services shall be provided in a first-class high
quality and professional manner and that it has the background and expertise and personnel
necessary to provide the services for the City.
2. Responsibilities of the Citv. City shall provide Contractor with a dedicated area within
City's facilities (the "Designated Spaces") for the use of Contractor to provide Services to City's
employees. Designated Spaces will include internet and telephone access as well as utilities and
cleaning services. City shall provide Contractor with access to Designated Spaces and the
Designated Spaces shall be identified or used by Contractor through visible signage. City
acknowledges Contractor's operations within the Designated Spaces shall be independent from
City, shall not be at the direction of City, and City shall have no responsibility therefore.
3. Compensation.
a) In consideration for Contractor's performance of the Services set forth on
Exhibit A. the City shall pay to Contractor those sums set forth on Exhibit
B and attached hereto and incorporated herein by reference. The City shall
pay Contractor within thirty (30) days of receipt of accurate invoices. Total
compensation under this Agreement will not exceed Four Hundred
Thousand Dollars ($400,000).
b) In the event that the City does not pay Contractor within the required thirty
(30) day payment period, the City shall pay Contractor in accordance with
the Prompt Payment Act. In the event that the Agreement is terminated
prior to the Expiration Date, City shall pay Contractor for services
actually rendered up to the effective date of termination and Contractor
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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4. Term.
shall continue to provide City with services requested by City and in
accordance with the Agreement up to the effective date of termination.
a) The Agreement shall be effective beginning February 1, 2025 and
continuing through January 31, 2026 (the "Term"), Thereafter, the City
may renew the Agreement for up to four (4) successive one -yeah terms
under the same terms and conditions upon written notice to Contractor.
b) Notwithstanding the foregoing, either the City or Contractor shall have the
right to terminate this Agreement by giving thirty (30) days prior written
notice to the other. Upon expiration of said notice period, this Agreement
shall be terminated and the parties shall have no further obligation
hereunder, except Indemnification obligations in Section 7 and Non -
Solicitation obligations in Section S, which survive the termination of this
Agreement.
5. Independent Contractor. Contractor, in performing the Services, is acting in the
capacity of an independent contractor, and is not an agent, servant, partner, or employee of the
City. Contractor will have control over the performance of the Services and shall be solely
responsible for payment of its federal and local taxes, salary for its employees, social security
payments, subject to the City's indemnification obligation set forth herein. None of the benefits
provided by the City to its employees, including, but not limited to, worker's compensation
insurance, disability insurance, medical insurance, and employment insurance shall be provided
by the City to any of Contractor's employees. Contractor has no authority hereunder to assume or
create any obligation or responsibility, express or implied, on behalf or in the name of the City or
to bind the City in any way whatsoever.
6. Insurance.
a) Contractor, at its expense, shall maintain adequate insurance coverage for
its activities in connection with this Agreement, which insurance shall be
issued by an insurance carrier reasonably acceptable to the City, in a
minimum amount of One Million Dollars ($1,000,000) per occurrence and
Three Million Dollars ($3,000,000) in the aggregate (subject to Contractor's
applicable deductible or self -insured retentions) with the City named as an
additional insured. The coverage provided shall insure Contractor and each
employee thereof against any act, error or omission of Contractor and
Contractor's employees. Contractor also shall provide worker's
compensation insurance as may be required and consistent with state law.
Contractor agrees promptly to furnish to the City evidence of the
maintenance and continued effectiveness of the insurance obtained prior to
the commencement of services.
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b) The City is a governmental entity under the laws of the state of Texas and
pursuant to Chapter 2259 of the Texas Government Code, entitled "Self -
Insurance by Governmental Units," is self -insured and therefore is not
required to purchase insurance. City will provide a letter of self -insured
status.
Indemnification.
a) Contractor shall indemnify, defend, and hold the City harmless from and
against any and all liability, judgments, costs, damages, claims or demands,
including, without limitation, reasonable attorney's fees, arising out of the
negligent acts or omissions of Contractor in the performance of the
Services. Notwithstanding any other provision contained herein, Contractor
and its employees, officers, directors, independent contractors, agents and
representatives, shall not be liable to the City for any consequential,
incidental or special damages, whether in contract or in tort, including, but
not limited to lost profits, economic loss or other losses by the City arising
out of, or in connection with, Contractor's obligations under this
Agreement.
b) To the extent allowed under law, the City shall indemnify, defend, and hold
Contractor harmless from and against any and all liability, judgments, costs,
damages, claims or demands, including, without limitation, reasonable
attorney's fees, arising out of the negligent acts or omissions of the City's
maintenance of its facilities or otherwise related to this Agreement. Nothing
herein constitutes a waiver of City's sovereign immunity.
8, Non -Solicitation. During the initial term and any renewal terms of this Agreement, and
for a period of eighteen (18) months after the expiration or earlier termination of this Agreement,
the City covenants and agrees that it will not, directly or indirectly (e.g, by hiring or contracting
with or using another staffing agency, another company that provides physical therapy services,
or another company that hires or contracts with Contractor's employees or contractors in any
capacity), through any director, officer, employee, agent, staffing agency, or affiliate, without the
express written consent of Contractor (which consent may be withheld in Contractor's sole
discretion for any reason), solicit, contract, engage, hire or employ any person who is, or at any
time was, an employee of Contractor.
9. Notices. All notices, requests, demands, directions and other communications required or
permitted under the provisions of this Agreement, or otherwise with respect hereto, shall be in.
writing and shall be: (i) mailed by first class registered or certified mail, return receipt requested,
postage prepaid; or (ii) sent by next day business courier (such as Federal Express or the like); or
(iii) personally delivered, as follows:
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If to Contractor, to:
BIR JV, LLP
d/b/a Baylor Scott & White Institute for Rehabilitation — Outpatient
Therapy
411 N. Washington Ave.
Dallas, TX 75246
Attention: Vice President of Outpatient Therapy
With a copy to:
Select Medical Corporation
4714 Gettysburg Road
P.O. Box 2034
Mechanicsburg, PA 17055
Attention: Counsel for Outpatient Operations
If to City, to:
City of Fort Worth
100 Fort Worth Trail
Fort Worth, TX 76102
Attention: Assistant City Manager
Or to such other address(es) or to the attention of such other person(s) and officer(s) as the
addressee of any such notice shall have previously furnished to the sender in writing. Each notice
or communication which shall be transmitted in the marmer described above shall be deemed
sufficiently given, served, sent, or received for all purposes at such time as it is received by the
addressee (with return receipt, delivery receipt being deemed conclusive evidence of such mailing,
transmission or delivery), or at such time as delivery is refused by the addressee on presentation.
10. Binding Effect: Assignment. This Agreement shall inure to the benefit of and be legally
binding on the parties hereto, their successors and assigns. Neither party shall assign this
Agreement to another, without the prior written consent of the other party, to this Agreement,
which consent shall not be unreasonably withheld. Notwithstanding the foregoing, Contractor
may assign its rights and/or obligations arising under this Agreement to a subsidiary or affiliate
without the prior consent of the City.
11. Waiver of Breach. The waiver by either party of any breach of any provision of this
Agreement by the other party shall not operate or be construed as a waiver of any subsequent
breach hereunder. No waiver shall be valid unless in writing and signed by the party granting such
waiver.
12. Entire Agreement. This Agreement contains the entire agreement and understanding
between the parties hereto with respect to the subject matter hereof and supersedes any prior
written or oral agreements or understandings and any contemporaneous oral agreements or
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understanding, between them respecting the subject matter hereof. There are no representations,
agreements, arrangements or understanding, oral or written, between and among the parties hereto
relating to the subject matter of this Agreement that are not fully expressed herein.
13. Amendment or Modification. This Agreement shall not be waived, changed, modified,
extended, or discharged except by an agreement in writing, signed by both parties hereto.
14. Severability. If any provision of the Agreement shall, for any reason, be adjudged by a
court of competent jurisdiction to be invalid or unenforceable, such invalidity shall not affect,
impair or invalidate the remaining provisions of this Agreement.
15. Headings. The headings used in this Agreement are for convenience of reference only,
and shall not control or affect the meaning or construction, or limit the scope or intent, of any
provision of this Agreement.
16, Counterparts. This Agreement may be executed in one or more counterparts, or with
counterpart signature pages, each of which shall be deemed an original, but all of which together
constitute one and the same Agreement. Signatures delivered by facsimile, email, or other
electronic means shall be deemed originals and shall bind the signatory notwithstanding any
subsequent failure or refusal to deliver an original signed in ink.
17. No Rizhts in Third Parties. Nothing in this Agreement shall be construed as creating or
giving rise to any rights in any third parties or any person other than the parties hereto.
18. Governine Law. This Agreement shall be construed and interpreted and its validity shall
be determined in accordance with laws of the State of Texas, without regard to its conflicts of law
provisions.
19. Riuht to Audit. Contractor agrees that City shall, until the expiration of three (3) years
after final payment under the Agreement, have access to and the right to examine any directly
pertinent books, documents, papers and records of Contractor involving transactions relating to
the Agreement, City shall give Contractor reasonable advance notice of intended audits.
20. No Boveott of Israel. If Contractor has fewer than 10 employees or the Agreement is for
less than $100,000, this section does not apply. Contractor acknowledges that in accordance with
Chapter 2270 of the Texas Government Code, 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" shall have the meanings ascribed to those
terms in Section 808.001 of the Texas Government Code. By signing this Addendum,
Contractor certifies that Contractor's signature provides written verification to City that
Contractor: (1) does not boycott Israel; and (2) wilI not boycott Israel during the term of the
Agreement.
21. Prohibition on 13oveottine Enerav Companies. Contractor acknowledges that in
accordance with Chapter 2276 of the Texas Government Code, City is prohibited from entering
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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 -tinge 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. To the
extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing
this Agreement, Contractor certifies that Contractor's signature provides written
verification to City that Contractor: (1) does not boycott energy companies; and (2) will not
boycott energy companies during the term of this Agreement.
22. Prohibition on Discrimination Azainst Firearm and Ammunition Industries.
Contractor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government
Code, City is prohibited from etrtering 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 fluids of the City with a company with 10 or more fttll-
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. To the extent that Chapter 2274 of the Government Code is applicable to this
Agreement, by signing this Agreement, Contractor certifies that Contractor's signature provides
written verification to City, that Contractor: (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.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
[SIGNATURE PAGE IMMEDIATELY FOLLOWING]
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IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the day
and year first above written.
CITY OF FORT WORTH:
By:�'�`
Name:
Richard Zavata
Title:
Assistant City Manager
Date:
Mar 13, 2025
APPROVAL RECOMMENDED:
By: Richard ,ones o
q
Naf71e: Richard Jones
Title: Assistant Director of Human Reources
ATTEST: oan44
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By: J
Nalne: Jannette Goodall
Title: City Secretary
CONTRACTOR:
By.''�f �
Title: oLtr PRa pow bP't'►+�'U-�`l
(31x...a✓,
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: [`v.L, a c' _
Name: Danielle Caster
Title: HR Manager- Workers Compensation
APPROVED AS TO FORM AND LEGALITY:
By: w,&,-
Name: Jessika Williams
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: 25-0158
Form 1295: 2024-1252382
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
7
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EXHIBIT A
SERVICES
Contractor shall provide three (3) full-time Certified Athletic Trainers to provide the below services to
City's employees at the following three locations; Police Department, Fire Deparlrnent, and Utilities
Department.
Advanced Triage and First Aid (early detection, advanced first aid application and education for all
musculoskeletal complaints of pain and discomfort that occur on the job).
• Assess individuals that present with complaints of soft tissue discomfort.
• Triage individuals presenting with complaints of soft tissue discomfort for medical care or first
aid management.
• Follow OSHA First Aid guidelines to manage soft tissue complaints.
• Return to work with or without protective limitations (discussed with employee's supervisor)
• Referred to Occupational Health provider if appropriate following discussion with supervisor.
• Monitor progress of all individuals that are assessed and communicate progress to the
individual's supervisor and safety manager.
• Provide to manager and City officials a weekly report of all employee encounters (assessment,
first aid application, job coaching, etc) with the Injury Prevention Specialist,
• Assessment, triage and management of non -work related ►nusculoskeletal discomfort as directed
by City officials
Injury Prevention / Job Site Observations:
• Job analysis;
o Assess work tasks and identify potential risk factors
o Document specific high risk movement patterns, body positions and other liazards
o Provide recommendations for changes that will address and mitigate observed risks
o Educational interactions with employees on the line with the goal of increasing awareness
to observed risks
• Behavioral safety audit
o Periodic observations and documentation of work performance
o Action plans based on observed performance deficits
• Job Coaching (Employee development and monitoring of transfer, light duty and injured
employees)
o Reintegrate injured worker back into their job responsibilities
o Make individual aware of high risk tasks associated with their injury and how to avoid or
manage tasks.
o Pre -placement and/or Post offer testing
o Recruit training & conditioning
• Weekly communication to City officials describing all coaching activity
• Training / Education Injury prevention training and Wellness presentations for supervisors and
employees include, but are not limited to;
o Pre -shift and Micro -break Stretching
o Near Miss First Aid
Health and Well-being:
• Support individual wellness goals and/or City wellness initiatives;
o Promote a culture of health and well-being
o Educate workforce on healthy nutrition, activity level and life style choices
o Provide Fitness consulting to individual associates at their request
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EXHIBIT B
COMPENSATION
The City shall remit the following payments to Contractor for Services provided to
City within thirty (30) days of invoice by Contractor:
Sixty Dollars ($60,00) per hour, per Certified Athletic Trainer
Invoices will be submitted monthlv and will detail the number of hours performed
in the immediately nrecedina month,
3/12/25, 11:52 AM M&C Review
Official site of the City of Fort Worth, Texas
CITY COUNCIL AGENDA FORT�TII
Create New From This M&C
DATE: 2/25/2025 REFERENCE **M&C 25- LOG NAME: 14BAYLORTRAINERS
NO.: 0158
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: (ALL) Authorize Execution of an Agreement with BIR JV, LLP d/b/a Baylor Scott & White
Institute for Rehabilitation - Outpatient Therapy in an Annual Amount of $400,000.00 for
the Initial One -Year Term and Authorize Four One -Year Renewal Options
RECOMMENDATION:
It is recommended that the City Council authorize execution of an agreement with BIR JV, LLP d/b/a
Baylor Scott & White Institute for Rehabilitation - Outpatient Therapy in an annual amount of
$400,000.00 for the initial one-year term and authorize four one-year renewal options.
DISCUSSION:
The purpose of this Mayor and Council Communication (M&C) is to seek authorization from the City
Council to execute an agreement with BIR JV, LLP d/b/a Baylor Scott & White Institute for
Rehabilitation - Outpatient Therapy (Baylor). Baylor provides athletic trainers for the City in order to
support the City's safety program by providing training, stretching and exercise programs to City
employees to assist with the prevention of injury. In addition, Baylor will perform job analysis as
needed to assist employees in adjusting their movement to minimize risk of injury. This contract will
be for athletic training services.
A Request for Proposal was not required for this contract as the Workers' Compensation Division
requested and received a Chapter 252 Exemption from the Legal Department under the professional
service exemption.
Funding is budgeted in the General Operating & Maintenance category within the Risk Financing
Fund for Fiscal Year 2025 and will be budgeted in the same category for Fiscal Year 2026.
DVIN-BE: This project was approved for a waiver per the Chapter 252 exemption, for professional
service by the Legal Department. Therefore, the business equity goal requirement is not appilcable.
Agreement Terms: Upon City Council approval, the Agreement will begin on February 1, 2025 and
end on January 31, 2026.
Renewal Options: The City has the option to renew the Agreement for an additional four (4) one-year
renewal options.
Administrative Change Orders: An administrative change order or increase may be made by the City
Manager or his designee 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.
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, and upon adoption of the Fiscal Year
2026 Budget by the City Council, funds will be available in the Fiscal Year 2026 Operating Budget, as
appropriated, in the Risk Financing Fund. Prior to an expenditure being incurred, the Human
Resources Department has the responsibility to validate the availability of funds.
apps.cfwnet.org/council_packet/mc_review.asp?I D=33023&counciIdate=2/25/2025 1 /2
3/12/25, 11:52 AM M&C Review
TO
Fund I Department Account I
Project Program I Activity Budget Reference # Amount
ID ID Year I (Chartfield 2)
FROM
Fund Department Account Project Program I Activity Budget Reference # Amount
ID ID Year (Chartfield 2)
Submitted for Citv Manaqer's Office bv_ Jesica L. McEachern (5804)
Originating Department Head: Dianna Giordano (7783)
Additional Information Contact:
ATTACHMENTS
14BAYLORTRAINERS funds availabilitv.pdf (CFW Internal)
14BAYLORTRAINERS Updated FID.xlsx (CFW Internal)
25-TBD12192024 (PS Athletic Trainers)Waiver-NS.pdf (CFW Internal)
Baylor 1295.pdf (CFW Internal)
apps.cfwnet.org/counciI_packeYmc_review.asp?ID=33023&counciIdate=2/25/2025 2/2