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Item 4G - MemoItem 4G CITY OF SOUTHLAKE MEMORANDUM August 6, 2024 To: Mayor and City Council From: Ashleigh Casey, Chief of Police Subject: Ratify FY 2024 Funding Authorization for Police and Fire Annual Wellness Physicals Action Requested: Approve the ratification of the FY 2024 funding authorization for Fire Department annual wellness physicals with Front Line Mobile Health, PLLC to include an additional $45,050 for Police Department annual wellness physicals in a total amount not to exceed $97,050. Background Information: The purpose of this item is to seek Council consideration to ratify the FY 2024 funding authorization for Fire Department annual wellness physicals with Front Line Mobile Health, PLLC to include an additional $45,050 for Police Department annual wellness physicals in a total amount not to exceed $97,050. Funding for the Police Department physicals was budgeted and approved in the FY 2024 Police General Fund budget. The original approved FY 2024 funding authorization amount of $52,000 for Fire Department physicals did not account for the Police Department's budgeted physicals. The FY 2024 fire and police annual wellness physicals are scheduled to be completed by September 30, 2024. Strategic Link: C1 - Achieve the highest standards of safety & security. Legal Review: The contract was reviewed by the City Attorney. Supporting Documents: FY 2024 Front Line Mobile Health, PLLC Contract Staff Recommendation: Staff recommends ratification of the FY 2024 funding authorization as proposed. PROFESSIONAL SERVICES AGREEMENT The following Terms of the Professional Service Agreement ("Agreement") are entered into and made effective on the date of execution of this Agreement by both Parties. BETWEEN: FRONT LINE MOBILE HEALTH, PLLC, ("Service Provider"), a professional limited liability company organized and existing under the laws of Texas, with its principal office located at 6517 N. Lakewood Drive, Georgetown, TX 78633, info@frontlinemobilehealth.com; AND: THE CITY OF SOUTHLAKE, TEXAS ("Contracting Agency"), a governmental agency organized and existing under the laws of Texas, with its principal office located at 600 State Street, Southlake, TX 76092 which may be contacted at: Email Address: cbrown@ci.southlake.tx.us Point of Contact: Chris Brown, Lt. Fire Department 817-748- 8363 Name Phone Number Service Provider and Contracting Agency may be referred to herein individually as "Party," or collectively as "Parties." WHEREAS, Service Provider is in the business of providing professional medical services relating to Pre -Employment Medical Evaluations, Annual Medical Evaluations, and Psychological Evaluations; and WHEREAS, Contracting Agency will provide such medical services to Contracting Agency's personnel who volunteer to undergo these evaluations. NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Parties hereto, intending to be legally bound, agree as follows: AGREEMENT Service Provider will provide the following services to Contracting Agency under the terms of this Agreement: 1. ENTIRE AGREEMENT 1.1. This Agreement, recitals, and attachments represent the entire understanding and agreement between Service Provider and Contracting Agency, and supersede all other negotiations, proposals, understandings, and representations (written or oral) made by 1 and between Service Provider and Contracting Agency. This Agreement includes the following attachments which are incorporated herein: I.I.I. Exhibit A, "Requirements for Firefighters" referencing 14 Essential Job Tasks from NFPA 1582 Chapter 6 (Firefighter Candidates) Chapter 7 (Firefighter Incumbents) 1.1.2. Exhibit B, "Scope of Services and Fee Schedule;" 1.1.3. Exhibit C, "Minimum Billing Amount; and" 1.1.4. Exhibit D, "Examinee Waiver." 2. TERM 2.1. The initial term of this Agreement shall begin on July 29, 2024 (the "Effective Date") and shall expire on July 29, 2025 ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). After the Initial Term, Contracting Agency 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 2.2. 2.2. Service Provider 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 5% at the start of each year the Agreement is renewed. 3. DEFINITIONS The terms used in this Agreement shall have the following meaning: "Authority Having Jurisdiction" ("AHJ") shall mean and refer to Contracting Agency's Authority Having Jurisdiction (as that term is defined in NFPA 1582 Section 3.2.2) as an organization, office, or individual responsible for enforcing the requirements of a code or standard, or for approving equipment, materials, an installation or a procedure. The AHJ for Contracting Agency is the City of Southlake. "Annual Medical Evaluation" shall mean and refer to periodic evaluation of Incumbent Firefighters, Law Enforcement Officers, and other City of Southlake personnel to assess each one's ability to meet the appropriate fitness standards, as well as to identify areas of the person's medical status that may indicate the possibility of future health issues and/or impact that participant's ability to carry out the essential job tasks associated with his or her position. "Candidate Firefighter and Candidate Law Enforcement Officer" shall mean and refer to a person whom the Fire Department or Police Department leadership wants medically evaluated before starting employment. 2 "Confidential Information" shall mean and refer to all information or material that has or could have commercial value or other utility in a disclosing party's business, and that is disclosed by one Party to this Agreement to the other in connection with or incidental to a Party's performance under this Agreement. All information, documentation, feedback and communications relating to and including this Agreement are subject to the Texas Public Information Act and the Texas Records Retention Acts and any opinion of the Texas Attorney General or court of competent jurisdiction relating to these Acts. "Human Performance Assessment" shall mean and refer to a series of self -reported standardized behavioral health assessments that measure the Participant's condition regarding behavioral health attributes that Service Provider has determined impact the Participant's personal and work performance. "Incumbent Firefighter or Incumbent Law Enforcement Officer" shall mean and refer to a Participant who has been hired and is no longer a Candidate. "NFPA 1582" shall mean and refer to the National Fire Protection Association standard titled: NFPA 1582 Standard on Comprehensive Occupational Medical Program for Fire Departments, as effective as of the Effective Date of this Agreement. "Participant" shall mean and refer to Contracting Agency personnel for whom Service Provider conducts an evaluation of any kind pursuant to this Agreement. "Pre -Employment Medical Evaluation" shall mean and refer to a series of laboratory tests, diagnostic exams, hands-on physical exam and consultation with a medical provider to assess whether the Candidate meets the minimum requirements provided to Service Provider by Fire or Police Department leadership. "Post -Offer Psychological Evaluations" shall mean and refer to comprehensive psychological evaluations of Candidate Firefighters or Law Enforcement Officers conducted by licensed psychologist after a job offer has been made to the Candidate. "Psychological Evaluation" shall mean and refer to a comprehensive psychological evaluation of Candidate or Incumbent Firefighter or Law Enforcement Officer conducted by licensed psychologist. "Psychological Wellness Check" shall mean and refer to a self -reported Behavioral Health analysis tool using standard psychological tests. 4. COMPENSATION 4.1. Contracting Agency will compensate Service Provider for services performed in the amounts specified in the attached Exhibit B, "Scope of Services and Fee Schedule." 3 4.2. Contracting Agency will compensate Service Provider in accordance with the provisions listed in Exhibit C, "Minimum Billing Amount." 5. PAYMENT 5.1. Service Provider will invoice Contracting Agency for services completed in accordance with the Fee Schedule and the Minimum Billable Amount (Exhibit Q. Contracting Agency shall pay Service Provider the amounts due in accordance with the Texas Prompt Payment Act, Texas Gov't Code Ch. 2251. 5.2. If Service Provider initiates the re -scheduling of a Participant evaluation, then Service Provider shall delay issuing an invoice for the re -scheduled evaluation until the evaluation is complete. 5.3. If the time allocated for the Annual Physicals exceeds 30 calendar days, Service Provider requires an option to submit billing monthly for the work performed by Service Provider during that month. 6. NON -APPROPRIATION 6.1. The Parties acknowledge and agree that the Fee Schedule set forth in this Agreement is based upon Contracting Agency's current appropriated revenues. 6.2. It is understood and agreed that Contracting Agency shall have the right to terminate this Agreement at the end of any Contracting Agency fiscal year if the governing body of the Contracting Agency does not appropriate funds sufficient to compensate for the services, by providing immediate written notice to Service Provider of the non - appropriation. 7. PROFESSIONAL SERVICES TO BE PROVIDED 7.1. Service Provider will work with Contracting Agency and the AHJ to develop the medical testing parameters of the Annual Medical Examination for Incumbent Firefighters using the latest version of NFPA 1582 standards as a basis of the Annual Medical Examination and adding the most recent, best medical science standards, in cardiovascular testing, blood work, and other medical testing to include testing for pulmonary function and cancer. 7.2. Service Provider will work with Contracting Agency to provide an annual "Psychological Wellness Check" for Incumbent Firefighters during their Annual Medical Evaluation known as the Human Performance Assessment. The Human Performance Assessment will be conducted by a Physician Assistant or M.D./D.O. 7.3. Service Provider shall apply and use the standards found in the latest version of NFPA 4 1582 standards or Law Enforcement standards in performing all evaluations pursuant to this Agreement. 7.4. Service Provider will work with Contracting Agency and the applicable AHJ to provide Candidate Firefighters and Candidate Law Enforcement Officers with an entry-level Psychological Evaluation by a qualified Psychologist. 7.5. Contracting Agency acknowledges and agrees that Service Provider does not and shall not provide advice or recommendations regarding, or make, direct, encourage, or otherwise take responsibility for employment decisions, including but not limited to Contracting Agency's employment -related decisions regarding whether Contracting Agency hires, fires, promotes, demotes, increases or decreases pay, adjusts or restricts personnel assignments or job duties, or takes any other potentially adverse employment action against Contracting Agency's personnel and employees. For the avoidance of doubt, Contracting Agency shall be solely liable for all employment decisions made in connection with any Participant. 8. LIMITED SCOPE OF MEDICAL EVALUATION 8.1. Service Provider's Annual Medical Evaluation is limited to only those services specified in Exhibit B, "Scope of Services and Fee Schedule" and in compliance with Exhibits C and D, using the latest version of NFPA 1582 with modifications for Incumbent Firefighters. 8.2. The Annual Medical Evaluation is intended to meet or exceed the National Fire Protection Association standard titled: NFPA 1582 Standard on Comprehensive Occupational Medical Program for Fire Departments, and Service Provider shall perform all evaluations in accordance with applicable updated, adopted, and accepted medical industry standards. 8.3. The Annual Medical Evaluation is conducted for the sole purpose of providing a recommendation to Contracting Agency regarding Participant's medical fitness for duty in light of the Participant's actual or anticipated essential job tasks. 8.4. It is understood that medical and psychological evaluations are NOT a functional or occupational assessment. If an Incumbent Firefighter, Candidate Firefighter, or staff participant refuses to acknowledge the limited scope of service or otherwise refuses to participate in any part of the evaluation, then Service Provider reserves the right to decline to make a recommendation of that Participant's medical fitness for duty. 8.5. It is also understood that an Annual Medical Evaluation alone cannot determine the occupational success of the Participant, and therefore, Service Provider recommends that Contracting Agency combines the Annual Medical Evaluation with other occupational specific evaluations in determining a Participant's overall fitness for duty, 5 such as a job analysis and skill performance for the essential elements of the job. 8.6. Contracting Agency acknowledges that Psychological Evaluations cannot determine the occupational success of a Participant, and therefore, Contracting Agency releases Service Provider from any adverse candidate outcome provided that such evaluation and recommendation is in accordance with generally accepted psychological standards. 8.7. AHJ or Contracting Agency is not required to adopt the latest version of NFPA 1582 or Law Enforcement standards. Contracting Agency, and AHJ shall have final authority and responsibility for all employment decisions made in connection with the services, recommendations, and/or reports provided by Service Provider. 9. DISPUTED RESULTS 9.1. This Agreement is between Contracting Agency and Service Provider only. SERVICE PROVIDER SHALL NOT HAVE AN AGREEMENT WITH THE PARTICIPANT(S) TESTED. 9.2. In the event a Participant disputes the recommendation submitted by Service Provider to Contracting Agency, the resolution of such dispute will be accomplished through the process established by Service Provider and Contracting Agency. 9.3. Contracting Agency shall be responsible for all expenses incurred for Service Provider's re -testing or re-evaluation of a Participant provided expenses are not due to the fault of the Service Provider. Additional expenses should be approved in writing prior to incurring. EVALUATIONS PROVIDED 10. ANNUAL INCUMBENT FIREFIGHTER MEDICAL EVALUATIONS 10.1. Service Provider will provide an Annual Medical Evaluation for Participants identified by Contracting Agency, as set forth in the attached Exhibit A, "Requirements for Firefighters,". 10.2. In addition, Contracting Agency may initiate a change order in writing to add additional lab tests and other offerings provided by Service Provider at Service Provider's current pricing. 11. PRE -EMPLOYMENT CANDIDATE FIREFIGHTER AND LAW ENFORCEMENT OFFICER MEDICAL EVALUATION 11.1. Service Provider will perform Pre -Employment Medical Evaluations and Psychological Evaluations for Contracting Agency, addressing the applicable components listed under the provisions in Exhibit A, "Requirements for Firefighters," and in compliance with 2 NFPA 1582 standards. 12. LOCATION AND SCHEDULE OF SERVICES TO BE PROVIDED 12.1. Annual Medical Evaluations. Annual Medical Evaluations will be conducted by Service Provider at a location mutually agreeable. These Annual Medical Evaluations will be provided on a schedule that is mutually agreeable to the Parties, with the understanding that all Annual Medical Evaluations must be completed by the end of the Agreement Term. Pre -Employment Medical Evaluations. Pre -Employment Medical Evaluations will take place at one of Service Provider's clinics on a schedule mutually agreeable to the Parties. Service Provider specifically acknowledges that time is of the essence for scheduling Pre -Employment Medical Evaluations and Psychological Evaluations and will make all reasonable efforts to complete such evaluations within the time specified by Contracting Agency. Contracting Agency acknowledges that it takes no less than two weeks to coordinate, schedule, perform, and to report on any results obtained from the Pre -Employment Medical Evaluations. Contracting Agency acknowledges that it takes no less than three weeks to coordinate, schedule, perform, and report on any Psychological Evaluations performed for Pre- Employment or Post -Offer Psychological Evaluations. Service Provider reserves the right to conduct Psychological Evaluations via a HIPAA compliant telehealth platform. 13. ADDITIONAL SERVICES 13.1. To receive any additional services not provided for under this Agreement, Contracting Agency must separately contract with Service Provider under a change order. No services other than those specifically identified under this Agreement will be provided without a change order. 13.2. Additional services may be requested by Contracting Agency at any time and will be consistent with the services and fees set forth in Exhibit B, "Scope of Services and Fee Schedule," of the Agreement. ADDITIONAL TERMS AND CONDITIONS 14. TERMINATION 14.1. Contracting Agency may terminate this Agreement for non -appropriation of sufficient funds as set forth in Section 6.2. 14.2. If either Parry materially breaches any covenant under this Agreement, the other Party may notify the breaching Parry in writing and, if the breach is not cured within 30 days, the non- breaching Parry may terminate this Agreement. 7 14.3. Service Provider may immediately suspend services if it reasonably believes continued service would violate State or Federal law or violate applicable rules of professional conduct. Service Provider shall provide prior notice to Contracting Agency of suspended services. 14.4. In the event that this Agreement is terminated prior to the Expiration Date, Contracting Agency shall pay Service Provider for all services actually rendered up to the effective date of termination and Service Provider shall continue to provide Contracting Agency with services requested by Contracting Agency and in accordance with this Agreement up to the date of termination. Upon termination of this Agreement for any reason, Service Provider shall provide Contracting Agency with copies of all completed or partially completed documents prepared under this Agreement. In the event Service Provider has received access to Contracting Agency's information or data as a requirement to perform services hereunder, Service Provider shall return all Contracting Agency provided data to Contracting Agency in a machine-readable format or other format deemed acceptable by Contracting Agency. 15. INDEPENDENT CONTRACTING AGENCY 15.1. The Agreement shall not be construed as creating an employer/employee relationship, a partnership, or joint venture. Service Provider's services shall be those of an independent contracting agency. 15.2. Service Provider agrees and understands that the Agreement does not grant any rights or privileges established for employees of Contracting Agency. 15.3. Service Provider shall not be within protection or coverage of Contracting Agency's Worker Compensation Insurance, Health Insurance, Liability Insurance, or any other insurance that Contracting Agency, from time to time, may have in force for its existing employees. 16. NON DISCOSURE AND CONFIDENTIALLY 16.1. Contracting Agency acknowledges and agrees that, in the course of the Parties' performance under this Agreement, Contracting Agency may receive or have access to Confidential Information, proprietary information, and/or trade secrets belonging to Service Provider in the course of the Parties' respective performance under this Agreement. Contracting Agency understands that: (a) Confidential Information is commercially and competitively valuable to Service Provider and that it and its protection are vital to the success of Service Provider's business; (b) the use or disclosure of Confidential Information by Contracting Agency, except in accordance with this Agreement, would cause irreparable harm to Service Provider; and (c) nothing contained in this Agreement shall prohibit Service Provider from pursuing any 8 remedies, whether at law or in equity, available to Service Provider for a breach or threatened breach of this Agreement, including the recovery of damages from, and injunctive relief against Contracting Agency and its members, both appointed or elected. 16.2. During the term of this Agreement and following the termination thereof, Contracting Party, to the extent permitted by law, will not use or disclose, directly or indirectly, any Confidential Information in any manner or for any purpose not in accordance with this Agreement or Texas law. Upon termination of this Agreement, or at any time upon Service Provider's request, Contracting Parry agrees to surrender to Service Provider, or destroy at Service Provider's request, some or all records, notes, notebooks, or the like, relating to Service Provider's operations, products, or business made or received by it during the term of this Agreement. Upon termination of this Agreement, Contracting Party will return all other Service Provider's property in its custody, and shall be bound by this Non -Disclosure and Confidentiality Agreement. 16.3. Notwithstanding the foregoing, Contracting Agency may disclose Confidential Information to the extent required by law. As required by the Texas Public Information Act (the "Act"), Contracting Party will notify Service Provider in the event a public information request made to Contracting Agency encompasses any information protected by this Agreement. As authorized by the Act, Service Provider may submit arguments against disclosure of the requested information directly to the Office of the Texas Attorney General. Contracting Agency will only release the requested information if required to do so by the Office of the Texas Attorney General. 16.4. Contracting Agency's obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created before disclosure by Service Provider; (c) learned by Contracting Agency through legitimate means other than from Service Provider or its representatives; or (d) is disclosed by Contracting Agency with Service Provider's prior written approval. 17. HIPAA COMPLIANCE 17.1. Service Provider is currently compliant and will remain compliant with all security measures required by the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and the Health Information Technology for Economic and Clinical Health Act of 2009 ("HITECH"). 17.2. Contracting Agency acknowledges that once Service Provider has delivered a medical or psychological evaluation recommendation, as outlined in this Agreement, it is Contracting Agency's responsibility to maintain these reports and protect this information as outlined by HIPAA and HITECH. 0 18. INSURANCE 18.1. Service Provider shall keep in full force and effect insurance coverage during the term of this Agreement, including without limitation statutory workers' compensation insurance; employer's liability and commercial general liability insurance; comprehensive automobile liability insurance; and professional liability insurance. 18.2. The insurance certificate shall name Contracting Agency, its agents, officers, servants, and employees as additional insureds under the commercial general liability and automobile\policies with respect to the operations and work performed by the named insured as required by written contract. 18.3. The General Liability policy is Primary & Non -Contributory. 18.4. Waiver of Subrogation applies under the General Liability and Workers' Compensation policies. The commercial general liability insurance minimum coverage shall be at least $1,000,000.00 per incident, claim or occurrence, and $1,000,000.00 aggregate. The Automobile Liability insurance minimum coverage shall be at least $350,000.00 covering all owned, non- owned, and hired vehicles. The certificate shall provide that there will be no cancellation, termination, or non -renewal of the insurance coverage without a minimum thirty (30) day written notice to Contracting Agency, except in the case of cancellation for non-payment of premium, which shall be at least 10 days written notice. 19. LIABILITY AND INDEMNIFICATION 19.1. SERVICE PROVIDER SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE, AND/OR PERSONAL INJURY 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 SERVICE PROVIDER, ITS OFFICERS, AGENTS, SERVANTS, OR EMPLOYEES. 19.2. FURTHERMORE, SERVICE PROVIDER HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND CONTRACTING AGENCY, ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, IN CONTRACT OR TORT, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO SERVICE PROVIDER'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY TO ANY AND ALL PERSONS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO 10 THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS, MALFEASANCE, OR INTENTIONAL MISCONDUCT OF SERVICE PROVIDER, ITS OFFICERS, AGENTS, SERVANTS, OR EMPLOYEES. 20. FORCE MAJEURE 20.1. Neither Party shall be liable hereunder for any failure or delay in the performance of its obligations under this Agreement if such failure or delay is on account of causes beyond its reasonable control, including civil commotion, war, fires, floods, accident(s), earthquakes, inclement weather, telecommunications line failures, electrical outages, network failures, governmental regulations or controls, casualty, strikes or labor disputes, terrorism, pandemics, epidemics, local disease outbreaks, public health emergencies, acts of God, or other similar or different occurrences, for so long as such force majeure event is in effect. Each Party shall use reasonable efforts to notify the other Parry of the occurrence of such an event within five (5) business days of its occurrence. 21. CONFLICTS OF INTEREST 21.1. Texas Local Government Code Chapter 176 ("Chapter 176") requires the disclosure of certain matters by contracting agencies doing business with or proposing to do business with local governmental agencies such as Contracting Agency. Service Provider has reviewed Chapter 176 and, if it is required to do so, will disclose such matters within seven (7) days of the date of submitting this Agreement to Contracting Agency, or within seven (7) days of becoming aware of a matter that requires disclosure, whichever is applicable. 22. NON -BOYCOTT VERIFICATION 22.1. For purposes of Chapter 2270 of the Texas Government Code, Service Provider represents and warrants that, at the time of execution and delivery of this Agreement, neither Service Provider, nor any wholly owned subsidiary, majority owned subsidiary, parent company, or affiliate of Service Provider, boycotts Israel. Service Provider agrees that, except to the extent otherwise required by applicable federal law, neither Service Provider nor any wholly owned subsidiary, majority owned subsidiary, parent company, or affiliate of Service Provider, will boycott Israel during the term of this Agreement. The terms "boycotts Israel" and "boycott Israel" as used in this clause have the meaning assigned to the term "boycott Israel" in Section 808.001 of the Texas Government Code. 23. NO BUSINESS WITH FOREIGN TERRORIST VERIFICATION 23.1. For purposes of Subchapter F of Chapter 2252 of the Texas Government Code, Service Provider represents and warrants that, at the time of execution and delivery 11 of this Agreement, neither Service Provider, nor any wholly owned subsidiary, majority owned subsidiary, parent company, or affiliate of Service Provider engages in business with Iran, Sudan, or any foreign terrorist organization, as described in Chapter 2252 of the Texas Government Code, or is a company listed by the Texas Comptroller under sections 2270.0201 or 2252.153 of the Texas Government Code. The term "foreign terrorist organization" as used in this clause has the meaning assigned to such term in Section 2252.151 of the Texas Government Code. 24. NO WAIVER 24.1. The waiver by either Party of a breach or violation of any provision of this Agreement shall not operate as or be construed as a waiver of any subsequent breach hereof. 25. NONDISCRIMINATION 25.1. Service Provider, with regard to the work performed by it after award and prior to completion of this Agreement, shall not discriminate on the basis of race, color, sex, or national origin, including procurements of materials and leases of equipment. Service Provider shall not participate either directly or indirectly in the discrimination prohibited by any Federal, State, or local law. 25.2. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON- DISCRIMINATION COVENANT BY SERVICE PROVIDER, ITS PERSONAL REPRESENTATIVES, ASSIGNS, OR SUCCESSORS IN INTEREST, SERVICE PROVIDER AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CONTRACTING AGENCY AND HOLD CONTRACTING AGENCY HARMLESS FROM SUCH CLAIM. 26. RIGHT TO AUDIT 26.1. Service Provider agrees that the representatives of the Contracting Agency shall have access to, and the right to audit, examine, and reproduce an and all Service Provider business records related to the performance under this Agreement. 26.2. Service Provider shall retain all such records for a period of three (3) years after final payment on this Agreement or until all audit and litigation matters that Contracting Agency has brought to the attention of the Service Provider are resolved, whichever is longer. 27. NOTICES 27.1. Any notice or communication permitted or required by this Agreement shall be deemed effective when personally delivered or deposited, postage prepaid, in the first- class mail of the United States properly, or sent via electronic means, addressed to the 12 appropriate party at the address set forth in the identification of Parties section of this Agreement. 28. CONSTRUCTION 28.1. The captions or headings in this Agreement are for convenience only and do not define, limit, or otherwise describe the scope or intent of any provision or section of this Agreement. References to the singular include the plural and vice versa. 29. SEVERABILITY 29.1. If any provision of this Agreement is found to be contrary to law by a court of competent jurisdiction, such provision shall be of no force or effect; but the remainder of this Agreement shall continue in full force and effect. 30. COMPLETE AGREEMENT 30.1. This Agreement supersedes all prior oral or written agreements and understandings between the Parties respecting the subject matter thereof, and constitutes the entire agreement between the Parties, and cannot be changed unless mutually agreed upon in writing by both Parties. 31. GOVERNING LAW: SUCCESSORS AND ASSIGNS 31.1. This Agreement and all matters or issues directly or collaterally relating thereto shall be interpreted by, governed in accordance with, and construed pursuant to the laws of the State of Texas without regard to its conflict of laws and rules, and both Parties agree to submit to jurisdiction in Texas. 31.2. Further, any action arising out of or relating to the performance of the parties hereunder, or the interpretation of this Agreement shall be brought exclusively in a court of competent jurisdiction located in Tarrant County, Texas. 31.3. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective permitted successors and assigns. 32. COUNTERPARTS 32.1. 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. 13 [Signature Page Follows] 14 SIGNATURES "Contracting Agency" City of Southlake, Texas "Service Provider" Front Line Mobile Health, PLLC D By: Name, Title B ame, Managi Mem Date Signed: Date Signed: Approved as to form: By Name, Title 15 EXHIBIT A Requirements for Firefighters NFPA 1582 is not incorporated by reference due to the size of the document. However, these fourteen (14) Essential Jobs tasks are included for reference and are superseded by the Contracting Agency's policies regarding Medical Clearance if provided to Service Provider: (1) Wearing personal protective equipment (PPE) and self-contained breathing apparatus (SCBA) while performing firefighting tasks (e.g., hose line operations, extensive crawling, lifting, and carrying heavy objects, ventilating roofs or walls using power or hand tools, forcible entry), rescue operations, and other emergency response actions under stressful conditions, including working in extremely hot or cold environments for prolonged time periods. (2) Wearing an SCBA, which includes a demand -valve -type positive -pressure facepiece or HEPA filter mask, which requires the ability to tolerate increased respiratory workloads. (3) Exposure to toxic fumes, irritants, particulates, biological (i.e., infectious) and nonbiological hazards, or heated gases, despite the use of PPE and SCBA. (4) Climbing at least six flights of stairs or walking a similarly strenuous distance and incline in jurisdictions without tall buildings while wearing PPE and SCBA, commonly weighing 40-50 lbs. (18-23 kg), and carrying equipment/tools weighing an additional 20-40 lbs. (9- 18 kg). (5) Wearing PPE and SCBA that is encapsulating and insulated, which will result in significant fluid loss that frequently progresses to clinical dehydration and can elevate core temperature to levels exceeding 102.27 (39°C). (6) Working alone while wearing PPE and SCBA, searching, finding, and rescue -dragging or carrying victims ranging from newborns to adults weighing over 165 lbs. (75 kg) to safety despite hazardous conditions and low visibility. (7) While wearing PPE and SCBA, advancing water -filled hose lines up to 1 3/4 in. (45 mm) in diameter from fire apparatus to occupancy [approximately 150 ft (50 m)], which can involve negotiating multiple flights of stairs, ladders, and other obstacles. (8) While wearing PPE and SCBA, climbing ladders, operating from heights, walking or crawling in the dark along narrow and uneven surfaces that might be wet or icy, and operating in proximity to electrical power lines or other hazards. (9) Unpredictable, prolonged periods of extreme physical exertion as required by emergency operations without benefit of a warm-up period, scheduled rest periods, meals, access to medication(s), or hydration. 16 (10) Operating fire apparatus or other vehicles in an emergency mode with emergency lights and sirens. (11) Critical, time -sensitive, complex problem solving during physical exertion in stressful, hazardous environments, including hot, dark, tightly enclosed spaces, that is further aggravated by fatigue, flashing lights, sirens, and other distractions. (12) Ability to communicate (i.e., give and comprehend verbal orders) while wearing PPE and SCBA under conditions of high background noise, poor visibility, and drenching from hose lines or fixed protection systems (e.g., sprinklers). (13) Functioning as an integral component of a team, where sudden incapacitation of a member can result in mission failure or in risk of injury or death to members of the public or other team members. (14) Working in shifts, including during nighttime, that can extend beyond twelve (12) hours. 17 EXHIBIT B Scope of Services and Fee Schedule Exams and Tests to be done Contracting Agency has chosen the PARTNERSHIP tier of service for 2023-2024 fiscal year. Service Provider reserves the right, upon prior notice to Contracting Agency, to modify the list of services in this Exhibit in the event better results can be obtained by using different lab tests or methodologies. Cost will not change without the approval of the Contracting Agency. Additional lab tests are available and can be added to this Agreement at Service Provider's then current pricing through the Change Order process established by Service Provider. PARTNERSHIP LEVEL LAB TESTS AND PHYSICAL EXAMS Personalized Risk Assessment Health Questionnaire & Screening Annual Human Performance Assessment Physical Examination &Consultation w/ Medical Provider LABORATORY ANALYSIS: Complete CBC • Lipid Panel Comprehensive Metabolic Panel • Prostate Specific Antigen (male) or CA-125 (female) Urinalysis, with microscopic • Fecal Occult Blood • C-Reactive Protein • Uric Acid HBA1C • Apolipoprotein B Lipoprotein (a) • Free Testosterone with SBG (male) or Estradiol (Female) Cortisol • TSH (Thyroid) Vision Screening Body Composition Analysis Audiogram Cardiopulmonary Exercise Test (CPET) Chest Radiograph (X-Ray) Cancer Screening Ultrasound: thyroid, testicular (male only), abdomen (liver, gallbladder, pancreas, spleen, kidneys, ovaries, non-invasive) The price for PARTNERSHIP tier of service for the 2023-2024 fiscal year contract period is $850.00 per Participant. and is subject to change in subsequent years. 18 Exhibit C Minimum Amount to be Billed To determine final resource and staffing levels for the physicals, Service Provider requires Contracting Agency to submit a final roster of participants no later than thirty (30) days before the Introductory E-mail is sent to the participants. The number of participants listed on the roster will be the minimum number of physicals billed. Contracting Agency may continue to add participants in coordination with Service Provider. The charges for these additional participants will be added to the final billing amount. 19 Exhibit D Examinee Waiver Scope of Service To be signed by each Participant examined By initialing and signing below, I acknowledge that I understand the scope of the medical services I receive today is solely to identify whether I am physically and mentally able to continue to perform my essential job duties without undue risk of harm to myself or others, in accordance with the standards established under the National Fire Protection Association 1582 (Standard on Comprehensive Occupational Medical Program for Fire Departments, 2022 Edition) or appropriate Law Enforcement Standards.. Initial I acknowledge and understand that Front Line Mobile Health, PLLC, is not establishing a patient - provider relationship. This evaluation is performed pursuant to the Professional Services Agreement between Front Line Mobile Health, PLLC, and your department, and/or Texas Local Government Code, Chapter 143 (if applicable), and/or your department's labor/management agreement (if applicable) and it does not replace those evaluations or health care treatment plans recommended by my primary care physician/manager or other specialty provider. I will discuss any abnormal findings or results with my primary care physician/manager for a comprehensive diagnosis and treatment plan. Initial Please note that due to the sensitivity of the testing equipment and lab procedures used by Front Line Mobile Health, PLLC, abnormal results and findings, along with revaccination or intervention after certain exposures, may be detected that are of insignificant physiological importance concerning your ability to perform your duties. However, they may warrant a recommended referral to your primary care physician/manager. You are encouraged to discuss these abnormal results and findings with them. Please note that Front Line Mobile Health, PLLC, will not reimburse you or your department for the cost of any appointments, additional examinations, or testing you and your primary care physician choose to undertake. Initial This Annual Medical Evaluation consists of an examination of major body systems, the analysis of laboratory results, radiographic studies, online questionnaires, and various other diagnostic studies. All findings and results are strictly confidential and will be provided only to me, unless I provide a separate written consent for their release. However, I fully understand and acknowledge that the specific information, results, and findings from the medical examination, evaluation, laboratory results, and medical findings, will form the basis of the Medical Director's recommendation to the Fire or Police Department regarding my continued fitness for duty. Initial Non -identifiable aggregated medical and health information gathered from this and other co- workers' medical examinations will be used to monitor acute and long-term effects of the working environment; detect patterns of disease in the workforce; provide quantifiable medical information on the entire workplace; to inform others in the workforce of the occupational hazards of your 20 occupation; and for research studies that will be used to identify patterns, make correlations, and drive positive change in your chosen profession. Initial I acknowledge that the Fire Chief or Police Chief, his/her designee, or the Authority Having Jurisdiction makes the final determination on employment, work restrictions and adherence to medical recommendations. Front Line Mobile Health, PLLC, and its medical director have no authority or jurisdiction as it relates to my work status; they only make recommendations. If I wish to question or contest the results of this exam, I must do so using the rules and regulations adopted in the Professional Services Agreement between my organization and Front Line Mobile Health, PLLC. Examinee Signature Date Copy: Examinee Medical File 21 Initial