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7848 - Contract Executed Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: D157FCD5-C0CF-403A-844A-E333D2D02187 RFP Annual Physicals 7848 Yes Ginny Brummett JANUARY 25, 2027 JANUARY 25, 2022 22-139 1 INTERLOCAL AGREEMENT This Interlocal Agreement (the “Agreement”) is made and entered into this ____ day of ______, 2021, between The City of Denton, Texas, a political subdivision of the State of Texas (hereinafter “City”) and TEXAS WOMAN’S UNIVERSITY, a member of The Texas Woman’s University System, (hereinafter) “TWU” and an agency of the State of Texas. WHEREAS, both the City and the State of Texas have the authority to enter into this Agreement pursuant to Chapter 791, Texas Government Code; and WHEREAS, the City and TWU have determined that it would be mutually beneficial for TWU to provide services for annual physical assessments for City of Denton Fire Department Firefighters for basic, enhanced and additional optional services. TWU will provide the following assessment services; Body Mass Index, Body Composition, Bone Density Scan by DXA, Muscle Fitness Testing (Flexibility, Muscle Strength, Core Endurance), Cardiac Stress Test (VO2 Max, Aerobic Endurance),Vision Exam, Hearing Exam and Respiratory Function Test. The purpose of the annual physical assessment for firefighters is to ensure the health and wellness of the firefighters who are first responders to the citizens of the City. The City have determined that it would be mutually beneficial for TWU to provide annual physical assessments for firefighters. WHEREAS, it is mutually beneficial to both parties to execute this Agreement whereby each entity can achieve common objectives relating to safety and health of the firefighters of the City. WHEREAS, the City and TWU are jointly committed to maintaining the health and safety of the City of Denton Firefighters who provide first responders services to citizens of the City. WHEREAS, TWU agrees to utilize their equipment and physical assessment services to the City in this agreement for the express purpose of providing annual physical assessments for Firefighters of the City of Denton. NOW THEREFORE, in consideration of the mutual promises and agreements contained below and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the City and TWU agree as follows: 1.STATEMENT OF WORK: TWU will provide the following services for Physical Assessments for the City of Denton Fire Department Firefighters: Body Mass Index, Body Composition, Bone Density Scan by DXA, Muscle Fitness Testing (Flexibility, Muscle Strength, Core Endurance), Cardiac Stress Test (VO2 Max, Aerobic Endurance),Vision Exam, Hearing Exam and Respiratory Function Test. 2.LOCATION: All annual physical assessments equipment and information relating its operations will reside at TWU and subject to inspection by the City. 3.DAMAGE: The cost of equipment damaged or destroyed while in use by TWU (if not covered under warranty) will be paid by TWU. 4.TERM AND TOTAL AMOUNT OF THE ANNUAL SPEND BY THE CITY. This Agreement shall become effective upon execution of this Agreement by City and TWU and shall remain in effect for FY 2021-22. The cost projection for Denton Fire Department Physicals is $58,800 annually which included basic and additional services plus a 10% contingency for additional personnel. The contract term will be one (1) year, effective from date of award. The Parties shall have the option to renew this contract for an additional four (4) one-year periods. At the sole option of the City of Denton, the Contract may be further extended as needed, not to exceed a total of six (6) months. There will be a maximum total number of 196 civil service employees annually. Unit prices for Physical Assessment basic and additional services provided by TWU shall be in accordance with Exhibit “A” attached hereto and incorporated herein for all purposes. The quantities indicated are estimates based upon available information. The City reserves the right to increase or decrease the quantities to meet its actual needs without adjustments in the unit prices. 5.REPORTS. Physical Assessment testing will be scored using standards approved by the City. Stress tests will be reviewed and interpreted by physicians and personnel who are found to have an abnormal stress test will be referred to the appropriate specialist. Upon completion of the Physical Assessment, all fire personnel will be given a medical category rating based on the results of the testing and TWU will provide City a form for each firefighter confirming that the individual is “medically cleared for duty” or if “additional medical information is needed.” These ratings will be reported to the appropriate Denton Fire Department personnel in writing within 30 days of the assessment and signed by the physician who performed the assessment. 6.RECORDS AND CONFIDENTIALITY. City and TWU agree to comply with all applicable federal and state laws and local ordinances regarding the privacy and confidentiality of medical information, including but not limited to the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and its implementing regulations, as amended. 7.TERMINATION. Upon the termination of the relationship and agreement between the City and TWU all equipment shall be retained by TWU and annual physical assessment information shall be returned to the City within 15 days. and Respiratory Function Test. DocuSign Envelope ID: D157FCD5-C0CF-403A-844A-E333D2D02187 JANUARY25TH 2 8.BREACH / OPPORTUNITY TO CURE. The parties hereto expressly covenant and agree that in the event either party is in default of its obligations herein, the party not in default shall provide to the party in default at least thirty (30) days written notice to cure said default before exercising any of its rights as provided for in this Agreement. 9.LIABILITY. The parties to this Agreement and their respective officers and employees shall not be deemed to assume any liability for the acts, omissions and negligence of the other party. 10.FORCE MAJUERE. Except for the obligation for the payment of money, if either party fails to fulfill its obligations hereunder when such failure is due to an act of God, or other circumstance beyond its reasonable control, then said failure shall be excused for the duration of such event and for such a time thereafter as is reasonable to enable the parties to resume performance under this Agreement. 11.DISPUTE RESOLUTION. The City must use the dispute resolution process provided in Chapter 2260 of the Texas Government Code to attempt to resolve a dispute arising under this contract and such process is a required prerequisite to suit in accordance with Chapter 107, Texas Civil Practice and Remedies Code. The City must submit written notice of a claim of breach of contract under this chapter to TWU Office of Research and Sponsored Programs. TWU is an agency of the State of Texas and nothing in this Agreement waives or relinquishes the right of TWU to claim any exemptions, privileges, and immunities as may be provided by law. City is a home-rule municipality and political subdivision of the State of Texas and nothing in this Agreement waives or relinquishes the right of City to claim any exemptions, privileges, and immunities as may be provided by law. 12.REMEDIES. This Agreement shall be construed by and governed by the laws of the State of Texas. Venue for any legal action necessary to enforce the Agreement will be in Denton County, Texas. No remedy herein conferred upon any party is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. No single or partial exercise by any party of any right, power or remedy hereunder shall preclude any other or further exercise thereof. 13.ENTIRE REPRESENTATION. This Agreement contains the entire agreement between the parties and supersedes any prior oral or written agreements, commitments, understandings, or communications with respect to the subject matter of the Agreement. No amendments or modification of this Agreement shall be effective unless set forth in writing executed by duly authorized representatives of each party. This Agreement shall be construed in accordance with the laws of the State of Texas. 14.WAIVER. No waiver of any provision hereof or of any right or remedy hereunder shall be effective unless in writing and signed by the party against whom such waiver is sought to be enforced. No delay in exercising, no course of dealing with respect to, or no partial exercise of any right or remedy hereunder shall constitute a waiver of any right or remedy, or future exercise thereof. 15.ASSIGNMENT. This Agreement may not be assigned in whole or in part by any of the Parties without prior written consent of the other Party. 16.SEVERABILITY. In the event that any section, paragraph, sentence, clause or provision hereof is held by a court of competent jurisdiction to be invalid, such shall not affect the remaining portions of this Agreement and the same shall remain in full force and effect. 17.AMENDMENTS. This Agreement may be amended from time to time by written amendment by both parties. 18.NOTICE. Any notice required to be given in connection with this Agreement shall be in writing and shall be deemed effective if hand delivered, or if sent by United States certified mail, return receipt requested, postage prepaid, or if sent by private receipted courier guaranteeing same-day or next-day delivery, addressed to the respective party at its address provided below. If sent by U.S. certified mail in accordance with this Section, such notices shall be deemed given and received on the earlier of (a) actual receipt at the address of the named addressee, or (b) on the third (3rd) business day after deposit with the United States Postal Service. Notice given by any other means shall be deemed given and received only upon actual receipt at the address of the named addressee. Texas Woman's University 304 Administration Drive Denton, Texas. 76204 City of Denton Purchasing Department 901B Texas Street Denton, Texas 76201 Attn: Purchasing Manager Telephone: 940-349-7133 Email: purchasing@cityofdenton.com DocuSign Envelope ID: D157FCD5-C0CF-403A-844A-E333D2D02187 3 19.NO THIRD PARTY BENEFICIARIES. For purposes of this Agreement, including its intended operation and effect, the parties specifically agree and contract that: (1) the Agreement only affects matters/disputes between the parties to this Agreement, and is in no way intended by the parties to benefit or otherwise affect any third person or entity notwithstanding the fact that such third person or entity may be in contractual relationship with the State or City, or both; and (2) the terms of this Agreement are not intended to release, either by contract or by operation of law, any third person or entity from obligations owed by them to either the State or City. 20.ENTIRETY OF AGREEMENT. This Agreement represents the entire understanding between the City and TWU and supersedes all other negotiations, representations or agreement, written or oral, relating to this Agreement. The parties have caused this Agreement to be executed by their duly authorized representative. CITY OF DENTON TEXAS By: Title: TEXAS WOMAN’S UNIVERSITY By: Title: Date: Date: _______ Executive VP for Academic Affairs & Provost MACK REINWAND, CITY ATTORNEY BY:_____________________________ APPROVED AS TO LEGAL FORM: ATTEST: CITY SECRETARY BY: _______________________________ THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT DocuSign Envelope ID: D157FCD5-C0CF-403A-844A-E333D2D02187 1/4/2022 Kenneth Hedges Fire Fire Chief Interim City Manager 1/26/2022 David Boots Battalion Chief, Safety & Wellness PIO Denton Fire Department david.boots@cityofdenton May 12, 2021 Dear Chief Boots We are happy to provide you with the following price quotes for Physical Assessments for City of Denton, Fire Department Firefighters, effective at acceptance and for the three consecutive years following. Spring Physicals (March/April 2022-2024) Annual Budget years October 1, 2021-23 SERVICE - Firefighter PRICE Body Mass Index, Body Composition, and Bone Density Scan by DXA $ 70 Muscle Fitness Testing (Flexibility, Muscle Strength, Core Endurance) $ 20 Cardiac Stress Test (VO 2 Max, Aerobic Endurance) $ 50 Vision Exam $ 25 Hearing Exam $ 50 Respiratory Function Test $ 20 Detailed Medical History $ 15 Hands-On Physical Exam $ 15 Vital Signs $ 15 Basic Skin Cancer Screening $ 10 Consultation with Review of Results $ 10 Complete bloodwork will be provided by the City. All pricing including the indicated tests comes to $300/firefighter in addition to the evaluation of blood chemistries (provided by the City of Denton via the fire department). Dr. K Shane Broughton, PhD Professor and Chair Nutrition and Food Sciences P: 940 898 3715 | F: 940 898 2634 C: 9407030453 DocuSign Envelope ID: D157FCD5-C0CF-403A-844A-E333D2D02187 Certificate Of Completion Envelope Id: D157FCD5C0CF403A844AE333D2D02187 Status: Completed Subject: Please DocuSign: City Council Contract 7848 Annual Physicals Source Envelope: Document Pages: 5 Signatures: 5 Envelope Originator: Certificate Pages: 6 Initials: 1 Ginny Brummett AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 Ginny.Brummett@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 12/21/2021 8:39:30 AM Holder: Ginny Brummett Ginny.Brummett@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Ginny Brummett ginny.brummett@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 12/21/2021 11:53:45 AM Viewed: 12/21/2021 11:53:55 AM Signed: 12/21/2021 11:56:30 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 12/21/2021 11:56:33 AM Viewed: 12/21/2021 1:53:49 PM Signed: 12/21/2021 1:54:12 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Catherine Clifton, Interim City Attorney City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 12/21/2021 1:54:15 PM Viewed: 12/21/2021 2:24:05 PM Signed: 12/21/2021 2:26:08 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Dr. Carolyn Kapinus provost@twu.edu Exec.VP for Academic Affairs & Provost Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 47.24.112.151 Sent: 12/21/2021 2:26:11 PM Viewed: 12/23/2021 10:39:31 AM Signed: 1/4/2022 2:45:22 PM Electronic Record and Signature Disclosure: Accepted: 12/23/2021 10:39:31 AM ID: 25d804fa-b140-45ed-a347-ac8e20d4ea2b Signer Events Signature Timestamp Kenneth Hedges Kenneth.Hedges@cityofdenton.com Fire Chief Security Level: Email, Account Authentication (None)Signature Adoption: Drawn on Device Using IP Address: 198.49.140.10 Sent: 1/4/2022 2:45:24 PM Resent: 1/5/2022 8:02:49 AM Viewed: 1/5/2022 8:14:41 AM Signed: 1/5/2022 8:15:06 AM Electronic Record and Signature Disclosure: Accepted: 1/5/2022 8:14:41 AM ID: 92e3cf88-0f4d-4ce5-b731-cad183aa5bcd Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 1/5/2022 8:15:09 AM Viewed: 1/26/2022 8:41:58 AM Signed: 1/26/2022 8:42:47 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sara Hensley sara.hensley@cityofdenton.com Interim City Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 1/26/2022 8:42:50 AM Viewed: 1/26/2022 8:44:30 AM Signed: 1/26/2022 8:44:34 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Rosa Rios rosa.rios@cityofdenton.com City Secretary Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 1/26/2022 8:44:37 AM Viewed: 1/26/2022 9:52:13 AM Signed: 1/26/2022 9:53:03 AM Electronic Record and Signature Disclosure: Accepted: 1/26/2022 9:52:13 AM ID: 9aa73233-f6f4-4c57-a022-54074acd76a0 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 12/21/2021 11:56:32 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy Events Status Timestamp Tracy Lindsay TLindsay@twu.edu Security Level: Email, Account Authentication (None) Sent: 12/21/2021 2:26:10 PM Viewed: 12/23/2021 3:08:48 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 1/5/2022 8:15:08 AM Viewed: 1/5/2022 8:22:45 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 1/26/2022 9:53:06 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lindsey Garrison Lindsey.Garrison@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 1/26/2022 9:53:07 AM Electronic Record and Signature Disclosure: Accepted: 9/29/2021 10:47:29 AM ID: 073ab694-b99f-43b4-a629-8b63e945b4e0 LeJuan Byford LByford@twu.edu Security Level: Email, Account Authentication (None) Sent: 1/26/2022 9:53:07 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign David Boots david.boots@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 1/26/2022 9:53:08 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 12/21/2021 11:53:45 AM Certified Delivered Security Checked 1/26/2022 9:52:13 AM Signing Complete Security Checked 1/26/2022 9:53:03 AM Completed Security Checked 1/26/2022 9:53:08 AM Payment Events Status Timestamps Electronic Record and Signature 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