CM-2024-318 - 11/22/2024AGREEMENT BETWEEN THE CITY OF ROUND ROCK
AND ON DUTY HEALTH
FOR PROFESSIONAL CONSULTING SERVICES RELATED TO
FIREFIGHTER CANCER SCREENING SERVICES
THE STATE OF TEXAS §
§
THE CITY OF ROUND ROCK §KNOW ALL BY THESE PRESENTS
§
COUNTY OF WILLIAMSON §
COUNTY OF TRAVIS §
THIS AGREEMENT for professional consulting services related to firefighter cancer
screening services (the “Agreement’), is made on this _____ day of ______________, 2024, by
and between the CITY OF ROUND ROCK, a Texas home-rule municipal corporation with
offices located at 221 East Main Street, Round Rock, Texas 78664-5299 (the “City”), and
On Duty Health, located at 2028 East Ben White Boulevard, Suite 204-4949, Austin, Texas
78741 (the “Consultant”).
RECITALS:
WHEREAS, City has determined that it has a need for professional consulting services
related to firefighter cancer screening services hereinafter “Consulting Services;” and
WHEREAS, City desires to contract with Consultant for the Consulting Services; and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights, duties and obligations hereunder.
NOW, THEREFORE, in consideration of the mutual promises contained herein and
other good and valuable consideration, the sufficiency and receipt of which are hereby
acknowledged, it is mutually agreed between the parties as follows:
1.0 EFFECTIVE DATE, DURATION, AND TERM
A. This Agreement shall be effective on the date set forth in the introductory
paragraph above and shall remain in full force and effect unless and until it expires by operation
of the term indicated herein or is terminated as provided herein.
B. The term of this Agreement shall commence upon execution and terminate upon
successful completion of exams.
C. City and the Consultant reserve the right to review the Agreement at any time and
may elect to terminate the Agreement with or without cause.
4889-1185-8168/ss2
November 22nd
CM-2024-318
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2.0 SCOPE OF SERVICES
A. Consultant has provided its proposal for Consulting Services, such proposal for
Consulting Services being attached hereto as Exhibit “A” titled “Scope of Services,” which shall
be referred to as the Scope of Services of this Agreement and incorporated herein by reference
for all purposes.
B. Consultant shall satisfactorily provide all Consulting Services described herein
and as set forth in Exhibit “A” in compliance with the schedule set forth in Exhibit “A.”
Consultant’s undertaking shall be limited to performing Consulting Services for City and/or
advising City concerning those matters on which Consultant has been specifically engaged.
Consultant shall perform the Consulting Services in accordance with this Agreement in a
professional and workmanlike manner.
3.0 LIMITATION TO SCOPE OF SERVICES
Consultant’s undertaking shall be limited to performing the Consulting Services for City
and/or advising City concerning those matters on which Consultant has been specifically
engaged. Consultant and City agree that the Scope of Services to be performed is enumerated in
Exhibit “A,” and may only be modified by a written Supplemental Agreement executed by both
parties as described in Section 9.0.
4.0 CONTRACT AMOUNT
A. In consideration for providing the Consulting Services, Consultant shall be paid
on the basis of actual hours worked provided by Consultant in accordance with the fees set forth
in the attached Exhibit “A.”
B. Consultant’s total compensation for Consulting Services hereunder shall not
exceed $35,820.00. This amount represents the absolute limit of City’s liability to Consultant
hereunder unless same shall be changed by Supplemental Agreement, and City shall pay, strictly
within the not-to-exceed sum recited herein, Consultant’s fees for work done on behalf of City.
5.0 INVOICE REQUIREMENTS AND TERMS OF PAYMENT
A. Invoices: To receive payment, Consultant shall prepare and submit detailed
invoices to the City, in accordance with the delineation contained herein, for Consulting Services
rendered. Such invoices for Consulting Services shall track the referenced Scope of Work, and
shall detail the Consulting Services performed, along with documentation for each service
performed. Payment to Consultant shall be made on the basis of the invoices submitted by
Consultant and approved by the City. Such invoices shall conform to the schedule of services
and costs in connection therewith.
B. Backup Material. Should additional backup material be requested by the City
relative to Consulting Services, Consultant shall promptly comply. In this regard, should the City
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determine it necessary, Consultant shall make all records and books relating to this Agreement
available to the City for inspection and auditing purposes.
C. Payment of Invoices: The City reserves the right to correct any error that may be
discovered in any invoice that may have been paid to Consultant and to adjust same to meet the
requirements of this Agreement. Following approval of an invoice, the City shall endeavor to pay
Consultant promptly, but no later than the time period required under the Texas Prompt Payment
Act described in Section 8 herein.
D. Taxes. The City is exempt from Federal Excise and State Sales Tax. Therefore,
such taxes shall not be included in Consultant’s invoices.
6.0 INSURANCE
Consultant shall meet all City of Round Rock Insurance Requirements set forth at:
https://www.roundrocktexas.gov/wp-content/uploads/2014/12/corr_insurance_07.20112.pdf.
7.0 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, any payment to be
made by the City to Consultant will be made within thirty (30) days of the date the performance
of the Consulting Services under this Agreement are completed, or the date the City receives a
correct invoice for the Consulting Services, whichever is later. Consultant may charge interest on
an overdue payment at the “rate in effect” on September 1 of the fiscal year in which the
payment becomes overdue, in accordance with V.T.C.A., Texas Government Code, Section
2251.025(b). This Prompt Payment Policy does not apply to payments made by the City in the
event:
(1) There is a bona fide dispute between the City and Consultant, a contractor,
subcontractor, or supplier about the service performed that cause the payment
to be late; or
(2) There is a bona fide dispute between Consultant and a subcontractor or
between a subcontractor and its supplier about the service performed that
causes the payment to be late; or
(3) The terms of a federal contract, grant, regulation, or statute prevent the City
from making a timely payment with federal funds; or
(4) The invoice is not mailed to the City in strict accordance with any instruction
on the purchase order relating to the payment.
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8.0 NON-APPROPRIATION AND FISCAL FUNDING
This Agreement is a commitment of the City’s current revenues only. It is understood and
agreed that the City shall have the right to terminate this Agreement at the end of any City fiscal
year if the governing body of the City does not appropriate funds sufficient to purchase the
Consulting Services as determined by the City’s budget for the fiscal year in question. The City
may affect such termination by giving Consultant a written notice of termination at the end of its
then- current fiscal year.
9.0 SUPPLEMENTAL AGREEMENT
The terms of this Agreement may be modified by written Supplemental Agreement
hereto, duly authorized by City Council or by the City Manager, if the City determines that there
has been a significant change in (1) the scope, complexity, or character of the Consulting
Services to be performed; or (2) the duration of the work. Any such Supplemental Agreement
must be executed by both parties within the period specified as the term of this Agreement.
Consultant shall not perform any work or incur any additional costs prior to the execution, by
both parties, of such Supplemental Agreement. Consultant shall make no claim for extra work
done or materials furnished unless and until there is full execution of any Supplemental
Agreement, and the City shall not be responsible for actions by Consultant nor for any costs
incurred by Consultant relating to additional work not directly authorized by Supplemental
Agreement.
10.0 TERMINATION AND DEFAULT
A. Termination: It is agreed and understood by Consultant that the City may
terminate this Agreement for the convenience of the City, upon written notice to Consultant (the
“Date of Termination,”) with the understanding that immediately upon receipt of said notice all
work being performed under this Agreement shall cease. Consultant shall invoice the City for
work satisfactorily completed and shall be compensated in accordance with the terms hereof for
work accomplished prior to the Date of Termination. Consultant shall not be entitled to any lost
or anticipated profits for work terminated under this Agreement. Unless otherwise specified in
this Agreement, all data, information, and work product related to this Project shall become the
property of the City upon termination of this Agreement and shall be promptly delivered to the
City in a reasonably organized form without restriction on future use. Should the City
subsequently contract with a new consultant for continuation of service on the Project,
Consultant shall cooperate in providing information.
Termination of this Agreement shall extinguish all rights, duties, and obligations of the
terminating party and the terminated party to fulfill contractual obligations. Termination under
this section shall not relieve the terminated party of any obligations or liabilities which occurred
prior to termination.
Nothing contained in this section shall require the City to pay for any work which it
deems unsatisfactory or which is not performed in compliance with the terms of this Agreement.
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B. Default: Either party may terminate this Agreement, in whole or in part, for
default if the Party provides the other Party with written notice of such default and the other fails
to satisfactorily cure such default within ten (10) business days of receipt of such notice (or a
greater time if agreed upon between the Parties).
If default results in termination of this Agreement, then the City shall give consideration
to the actual costs incurred by Consultant in performing the work to the date of default. The cost
of the work that is useable to the City, the cost to the City of employing another firm to complete
the useable work, and other factors will affect the value to the City of the work performed at the
time of default. Neither party shall be entitled to any lost or anticipated profits for work
terminated for default hereunder.
The termination of this Agreement for default shall extinguish all rights, duties, and
obligations of the terminating Party and the terminated Party to fulfill contractual obligations.
Termination under this section shall not relieve the terminated party of any obligations or
liabilities which occurred prior to termination.
Nothing contained in this section shall require the City to pay for any work which it
deems unsatisfactory, or which is not performed in compliance with the terms of this Agreement.
11.0 NON-SOLICITATION
Except as may be otherwise agreed in writing, during the term of this Agreement and for
twelve (12) months thereafter, neither the City nor Consultant shall offer employment to or shall
employ any person employed then or within the preceding twelve (12) months by the other or
any affiliate of the other if such person was involved, directly or indirectly, in the performance of
this Agreement. This provision shall not prohibit the hiring of any person who was solicited
solely through a newspaper advertisement or other general solicitation.
12.0 INDEPENDENT CONTRACTOR STATUS
Consultant is an independent contractor, and is not the City’s employee. Consultant’s
employees or subcontractors are not the City’s employees. This Agreement does not create a
partnership, employer-employee, or joint venture relationship. No party has authority to enter
into contracts as agent for the other party. Consultant and the City agree to the following rights
consistent with an independent contractor relationship:
(1) Consultant has the right to perform services for others during the term hereof.
(2) Consultant has the sole right to control and direct the means, manner and method
by which it performs its Consulting Services required by this Agreement.
(3) Consultant has the right to hire assistants as subcontractors, or to use employees
to provide the services required by this Agreement.
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(4) Consultant or its employees or subcontractors shall perform Consulting Services
required hereunder, and the City shall not hire, supervise, or pay assistants to help
Consultant.
(5) Neither Consultant nor its employees or subcontractors shall receive training from
the City in skills necessary to perform Consulting Services required by this
Agreement.
(6) City shall not require Consultant or its employees or subcontractors to devote full
time to performing the Consulting Services required by this Agreement.
(7) Neither Consultant nor its employees or subcontractors are eligible to participate
in any employee pension, health, vacation pay, sick pay, or other fringe benefit
plan of the City.
13.0 CONFIDENTIALITY AND MATERIALS OWNERSHIP
Any and all programs, data, or other materials furnished by the City for use by Consultant
in connection with the Consulting Services to be performed under this Agreement, and any and
all data and information gathered by Consultant, shall be held in confidence by Consultant as set
forth hereunder. Each party agrees to take reasonable measures to preserve the confidentiality of
any proprietary or confidential information relative to this Agreement, and to not make any use
thereof other than for the performance of this Agreement, provided that no claim may be made
for any failure to protect information that occurs more than three (3) years after the end of this
Agreement.
The parties recognize and understand that the City is subject to the Texas Public
Information Act and its duties run in accordance therewith.
All data relating specifically to the City’s business and any other information which
reasonably should be understood to be confidential to City is confidential information of City.
Consultant’s proprietary software, tools, methodologies, techniques, ideas, discoveries,
inventions, know-how, and any other information which reasonably should be understood to be
confidential to Consultant is confidential information of Consultant. The City’s confidential
information and Consultant’s confidential information is collectively referred to as “Confidential
Information.” Each party shall use Confidential Information of the other party only in
furtherance of the purposes of this Agreement and shall not disclose such Confidential
Information to any third party without the other party’s prior written consent, which consent
shall not be unreasonably withheld. Each party agrees to take reasonable measures to protect the
confidentiality of the other party’s Confidential Information and to advise their employees of the
confidential nature of the Confidential Information and of the prohibitions herein.
Notwithstanding anything to the contrary contained herein, neither party shall be
obligated to treat as confidential any information disclosed by the other party (the “Disclosing
Party”) which: (1) is rightfully known to the recipient prior to its disclosure by the Disclosing
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Party; (2) is released by the Disclosing Party to any other person or entity (including
governmental agencies) without restriction; (3) is independently developed by the recipient
without any reliance on Confidential Information; or (4) is or later becomes publicly available
without violation of this Agreement or may be lawfully obtained by a party from any non-party.
Notwithstanding the foregoing, either party will be entitled to disclose Confidential Information
of the other to a third party as may be required by law, statute, rule or regulation, including
subpoena or other similar form of process, provided that (without breaching any legal or
regulatory requirement) the party to whom the request is made provides the other with prompt
written notice and allows the other party to seek a restraining order or other appropriate relief.
Subject to Consultant’s confidentiality obligations under this Agreement, nothing herein shall
preclude or limit Consultant from providing similar services for other clients.
Notwithstanding the foregoing, either party will be entitled to disclose Confidential
Information of the other to a third party as may be required by law, statute, rule or regulation,
including subpoena or other similar form of process, provided that (without breaching any legal
or regulatory requirement) the party to whom the request is made provides the other with prompt
written notice and allows the other party to seek a restraining order or other appropriate relief.
Subject to Consultant’s confidentiality obligations under this Agreement.
Neither the City nor Consultant will be liable to the other for inadvertent or accidental
disclosure of Confidential Information if the disclosure occurs notwithstanding the party’s
exercise of the same level of protection and care that such party customarily uses in safeguarding
its own proprietary and confidential information.
Notwithstanding anything to the contrary in this Agreement, the City will own as its sole
property all written materials created, developed, gathered, or originally prepared expressly for
the City and delivered to the City under the terms of this Agreement (the “Deliverables”); and
Consultant shall own any general skills, know-how, expertise, ideas, concepts, methods,
techniques, processes, software, or other similar information which may have been discovered,
created, developed or derived by Consultant either prior to or as a result of its provision of
Consulting Services under this Agreement (other than Deliverables). Consultant shall have the
right to retain copies of the Deliverables and other items for its archives. Consultant’s working
papers and Consultant’s Confidential Information (as described herein) shall belong exclusively
to the Consultant. “Working papers” shall mean those documents prepared by Consultant during
the course of performing the Project including, without limitation, schedules, analyses,
transcriptions, memos, designed and developed data visualization dashboards and working notes
that serve as the basis for or to substantiate the Project. In addition, Consultant shall retain sole
and exclusive ownership of its know-how, concepts, techniques, methodologies, ideas, templates,
dashboards, code and tools discovered, created or developed by Consultant during the
performance of the Project that are of general application and that are not based on City’s
Confidential Information hereunder (collectively, “Consultant’s Building Blocks”). To the extent
any Deliverables incorporate Consultant’s Building Blocks, Consultant gives City a non-
exclusive, non-transferable, royalty-free right to use such Building Blocks solely in connection
with the deliverables. Subject to the confidentiality restrictions mentioned above, Consultant
may use the deliverables and the Building Blocks for any purpose. Except to the extent required
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by law or court order, City will not otherwise use, or sublicense or grant any other party any
rights to use, copy or otherwise exploit or create derivative works from Consultant’s Building
Blocks.
City shall have a non-exclusive, non-transferable license to use Consultant’s Confidential
Information for City’s own internal use and only for the purposes for which they are delivered to
the extent that they form part of the Deliverables.
14.0 WARRANTIES
Consultant represents that all Consulting Services performed hereunder shall be
performed consistent with generally prevailing professional or industrial standards, and shall be
performed in a professional and workmanlike manner. Consultant shall re-perform any work not
in compliance with this representation.
15.0 LIMITATION OF LIABILITY
Should any of Consultant’s services not conform to the requirements of the City or of this
Agreement, then and in that event the City shall give written notification to Consultant;
thereafter, (a) Consultant shall either promptly re-perform such Consulting Services to the City’s
reasonable satisfaction at no additional charge, or (b) if such deficient Consulting Services
cannot be cured within the cure period set forth herein, then this Agreement may be terminated
for default.
In no event will Consultant be liable for any loss, damage, cost or expense attributable to
negligence, willful misconduct or misrepresentations by the City, its directors, employees or
agents.
Neither party’s liability, in contract, tort (including negligence) or any other legal or
equitable theory, (a) shall exceed the professional fees paid or due to Consultant pursuant to this
Agreement or (b) include any indirect, incidental, special, punitive or consequential damages,
even if such party has been advised of the possibility of such damages. Such excluded damages
include, without limitation, loss of data, loss of profits and loss of savings of revenue.
16.0 INDEMNIFICATION
Consultant shall save and hold harmless City and its officers and employees from all
claims and liabilities due to activities of his/her/itself and his/her/its agents or employees,
performed under this Agreement, which are caused by or which result from the negligent error,
omission, or negligent act of Consultant or of any person employed by Consultant or under
Consultant’s direction or control.
Consultant shall also save and hold City harmless from any and all expenses, including
but not limited to reasonable attorneys’ fees which may be incurred by City in litigation or
otherwise defending claims or liabilities which may be imposed on City as a result of such
negligent activities by Consultant, its agents, or employees.
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17.0 ASSIGNMENT AND DELEGATION
The parties each hereby bind themselves, their successors, assigns and legal
representatives to each other with respect to the terms of this Agreement. Neither party may
assign any rights or delegate any duties under this Agreement without the other party’s prior
written approval, which approval shall not be unreasonably withheld.
18.0 LOCAL, STATE, AND FEDERAL TAXES
Consultant shall pay all income taxes, and FICA (Social Security and Medicare taxes)
incurred while performing Consulting Services under this Agreement. The City will not do the
following:
(1) Withhold FICA from Consultant’s payments or make FICA payments on its
behalf;
(2) Make state and/or federal unemployment compensation contributions on
Consultant’s behalf; or
(3) Withhold state or federal income tax from any of Consultant’s payments.
If requested, the City shall provide Consultant with a certificate from the Texas State
Comptroller indicating that the City is a non-profit corporation and not subject to State of Texas
Sales and Use Tax.
19.0 COMPLIANCE WITH LAWS, CHARTER, AND ORDINANCES
A. Consultant, its consultants, agents, employees and subcontractors shall use best
efforts to comply with all applicable federal and state laws, the Charter and Ordinances of the
City of Round Rock, as amended, and with all applicable rules and regulations promulgated by
local, state and national boards, bureaus and agencies. Consultant shall further obtain all permits,
licenses, trademarks, or copyrights required in the performance of the Consulting Services
contracted for herein, and same shall belong solely to the City at the expiration of the term of this
Agreement.
B. In accordance with Chapter 2271, Texas Government Code, a governmental entity
may not enter into a contract with a company for goods and services unless the contract contains
written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott
Israel during the term of a contract. The signatory executing this Agreement on behalf of
Consultant verifies Consultant does not boycott Israel and will not boycott Israel during the term
of this Agreement.
C. In accordance with Chapter 2274, Texas Government Code, a governmental entity
may not enter into a contract with a company with at least ten (10) full-time employees for a
value of at least One Hundred Thousand and No/100 Dollars ($100,000.00) unless the contract
has a provision verifying that it: (1) does not have a practice, policy, guidance, or directive that
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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 signatory
executing this Agreement on behalf of Consultant verifies Consultant does not have a practice,
policy, guidance, or directive that discriminates against a firearm entity or firearm trade
association, and it will not discriminate during the term of this Agreement against a firearm
entity or firearm trade association.
D. In accordance with Chapter 2274, Texas Government Code, a governmental entity
may not enter into a contract with a company with at least ten (10) full-time employees for a
value of at least One Hundred Thousand and No/100 Dollars ($100,000.00) unless the contract
has a provision verifying that it: (1) does not boycott energy companies; and (2) will not boycott
energy companies during the term of this Agreement. The signatory executing this Agreement on
behalf of Consultant verifies Consultant does not boycott energy companies, and it will not
boycott energy companies during the term of this Agreement.
20.0 FINANCIAL INTEREST PROHIBITED
Consultant covenants and represents that Consultant, its officers, employees, agents,
consultants and subcontractors will have no financial interest, direct or indirect, in the purchase
or sale of any product, materials or equipment that will be recommended or required hereunder.
21.0 DESIGNATION OF REPRESENTATIVES
The City hereby designates the following representative authorized to act on its behalf
with regard to this Agreement:
Tyler Jarl
Benefits Manager
221 East Main Street
Round Rock, Texas 78664
(512) 341-3143
tjarl@roundrocktexas.gov
22.0 NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows:
(1) When delivered personally to recipient’s address or email address as below; or
(2) Three (3) days after being deposited in the United States mail, with postage
prepaid to the recipient’s address as stated below.
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Notice to Consultant:
On Duty Health
2028 East Ben White Boulevard
Suite 204-4949
Austin, TX 78741
Notice to City:
City Manager, City of Round Rock
221 East Main Street
Round Rock, TX 78664
AND TO:
Stephanie L. Sandre, City Attorney
309 East Main Street
Round Rock, TX 78664
Nothing contained in this section shall be construed to restrict the transmission of routine
communications between representatives of the City and Consultant.
23.0 APPLICABLE LAW, ENFORCEMENT, AND VENUE
This Agreement shall be enforceable in Round Rock, Texas, and if legal action is
necessary by either party with respect to the enforcement of any or all of the terms or conditions
herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall be
governed by and construed in accordance with the laws and court decisions of Texas.
24.0 EXCLUSIVE AGREEMENT
The terms and conditions of this Agreement, including exhibits, constitute the entire
agreement between the parties and supersede all previous communications, representations, and
agreements, either written or oral, with respect to the subject matter hereof. The parties expressly
agree that, in the event of any conflict between the terms of this Agreement and any other
writing, this Agreement shall prevail. No modifications of this Agreement will be binding on any
of the parties unless acknowledged in writing by the duly authorized governing body or
representative for each party.
25.0 DISPUTE RESOLUTION
The City and Consultant hereby expressly agree that no claims or disputes between the
parties arising out of or relating to this Agreement or a breach thereof shall be decided by any
arbitration proceeding, including without limitation, any proceeding under the Federal
Arbitration Act (9 USC Section 1-14) or any applicable state arbitration statute.
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26.0 SEVERABILITY
The invalidity, illegality, or unenforceability of any provision of this Agreement or the
occurrence of any event rendering any portion of provision of this Agreement void shall in no
way affect the validity or enforceability of any other portion or provision of this Agreement. Any
void provision shall be deemed severed from this Agreement, and the balance of this Agreement
shall be construed and enforced as if this Agreement did not contain the particular portion of
provision held to be void. The parties further agree to amend this Agreement to replace any
stricken provision with a valid provision that comes as close as possible to the intent of the
stricken provision. The provisions of this Article shall not prevent this entire Agreement from
being void should a provision which is of the essence of this Agreement be determined void.
27.0 STANDARD OF CARE
Consultant represents that it is specially trained, experienced and competent to perform
all of the Consulting Services, responsibilities and duties specified herein and that such
Consulting Services, responsibilities and duties shall be performed, whether by Consultant or
designated subconsultants, in a manner acceptable to the City and according to generally
accepted business practices.
28.0 GRATUITIES AND BRIBES
City, may by written notice to Consultant, cancel this Agreement without incurring any
liability to Consultant if it is determined by City that gratuities or bribes in the form of
entertainment, gifts, or otherwise were offered or given by Consultant or its agents or
representatives to any City Officer, employee or elected representative with respect to the
performance of this Agreement. In addition, Consultant may be subject to penalties stated in
Title 8 of the Texas Penal Code.
29.0 RIGHT TO ASSURANCE
Whenever either party to this Agreement, in good faith, has reason to question the other
party’s intent to perform hereunder, then demand may be made to the other party for written
assurance of the intent to perform. In the event that no written assurance is given within the
reasonable time specified when demand is made, then and in that event the demanding party may
treat such failure an anticipatory repudiation of this Agreement.
30.0 MISCELLANEOUS PROVISIONS
(A) Time is of the Essence. Consultant agrees that time is of the essence and that any
failure of Consultant to complete the Consulting Services for each Phase of this Agreement
within the agreed Project schedule may constitute a material breach of the Agreement.
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Consultant shall be fully responsible for its delays or for failures to use reasonable efforts
in accordance with the terms of this Agreement. Where damage is caused to City due to
Consultant’s failure to perform in these circumstances, City may withhold, to the extent of such
damage, Consultant’s payments hereunder without a waiver of any of City’s additional legal
rights or remedies. City shall render decisions pertaining to Consultant’s work promptly to avoid
unreasonable delays in the orderly progress of Consultant’s work.
(B) Force Majeure. Notwithstanding any other provisions hereof to the contrary, no
failure, delay or default in performance of any obligation hereunder shall constitute an event of
default or breach of this Agreement, only to the extent that such failure to perform, delay or
default arises out of causes beyond control and without the fault or negligence of the party
otherwise chargeable with failure, delay or default; including but not limited to acts of God, acts
of public enemy, civil war, insurrection, riots, fires, floods, explosion, theft, earthquakes, natural
disasters or other casualties, strikes or other labor troubles, which in any way restrict the
performance under this Agreement by the parties.
(C) Section Numbers. The section numbers and headings contained herein are
provided for convenience only and shall have no substantive effect on construction of this
Agreement.
(D) Waiver. No delay or omission by either party in exercising any right or power
shall impair such right or power or be construed to be a waiver. A waiver by either party of any
of the covenants to be performed by the other or any breach thereof shall not be construed to be a
waiver of any succeeding breach or of any other covenant. No waiver of discharge shall be valid
unless in writing and signed by an authorized representative of the party against whom such
waiver or discharge is sought to be enforced.
(E) Multiple Counterparts. This Agreement may be executed in multiple
counterparts, which taken together shall be considered one original. The City agrees to provide
Consultant with one fully executed original.
[Signatures on the following page.]
IN WITNESS WHEREOF, the parties have executed this Agreement on the dates
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hereafter indicated.
City of Round Rock, Texas On Duty Health
By: _____________________________ By: _______________________________
Printed Name: ______________________ Printed Name: ______________________
Title: ______________________________ Title: ______________________________
Date Signed: ________________________ Date Signed: ________________________
For City, Attest:
By: _____________________________
Ann Franklin, City Clerk
For City, Approved as to Form:
By: _____________________________
Stephanie L. Sandre, City Attorney
Greg Batla
Greg Batla
CEO
11/13/2024
Laurie Hadley
City Manager
11/22/2024
Ann Franklin
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Exhibit “A”
Scope of Services
Keeping Firefighters
Healthy & Fit For Service
Firefighter & Physician Owned
Ultrasound Only Proposal for
Round Rock, TX Fire Department
NFPA-1582 Firefighter Health
and Fitness Assessments
On-site Occupational Health
Providers Specialized in
Firefighter Health
Prepared For
Ashley Oltman, Holmes Murphy
Proposed On
8-14-2024
Note: Proposal valid for CY 2024-2025
Keeping Firefighters
Healthy & Fit For Service
On Duty Health
First Responder Health
512.655.3578
info@onduty.health
2028 E Ben White Blvd, STE 240-4949
Austin, TX 78741
Dear Ashley:
Thank you for your proposal request from On Duty Health regarding your
upcoming annual firefighter health & fitness assessments. We take very
seriously the high calling that it is to serve this critical population. And we’re
confident that we’ll provide you with expert health assessments as well as
excellent customer service.
Included in this proposal, you’ll find the outline of services we offer, including
a full NFPA 1582, 1583 and WFI compliant annual assessment at your
department. This includes a full body ultrasound screening, comprehensive
labs, a maximal 12-lead EKG treadmill stress test (WFI protocol), TRUE VO2
Max testing, vision and audiometry testing, muscular strength and
endurance testing, in-depth behavioral health assessment, and more.
Our medical record system is fully electronic, meaning that each of your
members will always have a secure online portal through which they can
track their health results year to year. And, we provide administration with a
department-wide analytics dashboard to help inform your decisions on
where to implement health improvement plans, with our guidance.
We also hope to partner with you to offer continuing services such as return-
to-duty assessments, new hire assessments, health education seminars,
behavioral health support, nutrition counseling and fitness training. Consider
us your one-stop-shop for all your fire health needs.
We are Texas-based, and our Co-owner and Chief Operating Officer is a
recently retired Texas Fire Chief with 28 years in the industry, bringing a
firefighter-tailored experience and perspective to everything we do. We
practice evidence-based medicine, following current peer-reviewed
research, offering novel cancer screening tools such as the Galleri Multi-
Cancer Detection Blood Test and Low Dose CT. Our physicians are board
certified in cardiology, radiology, dermatology, general and preventative
medicine. And our team of Physician Assistants, Nurse Practitioners,
Ultrasound Technicians, Exercise Physiologists, Counselors, Nutritionists,
Personal Trainers and Phlebotomists are all specifically trained in firefighter
occupational health.
Again, thank you for your request. I’m hopeful that we’ll be working together
soon to help keep your firefighters healthy and fit for service. And please
don’t hesitate to call or email us if you have any questions.
Warm regards,
Kristin Batla, DMSc, PA-C
Chief Medical Officer, Co-owner
On Duty Health
Highlights
•Full NFPA 1582, 1583, and
WFI compliant annual
assessment at your
department.
•Full body ultrasound
screening, including
Radiology followup for
abnormal findings
•CPET - Cardiopulmonary
Exercise Testing (Maximal 12-
lead EKG treadmill stress test
(WFI protocol), including
Cardiology followup for
abnormal findings)
•TRUE VO2 Max testing
•Comprehensive labs and
urinalysis
•Vision and audiometry testing
•Muscular strength and
endurance testing
•In-depth behavioral health
assessments
•Department-wide Health
Dashboards
•Return-to-duty assessments
•New hire assessments
•Health education seminars
•Behavioral health support
•Nutrition counseling
•Fitness training
•Conducting, participating in,
and incorporating the latest
research in firefighter health
Company Profile
On Duty Health is a physician, firefighter and female-
owned, customer-service-centered healthcare company
specifically specialized in mobile firefighter health. We
currently serve over 6,400 first responders in 113
agencies across 11 states with our comprehensive
annual health and fitness assessments.
This company was founded specifically to improve health outcomes for
firefighters; a highly at-risk population. These risks include:
Cancers (NIOSH)
•9% higher risk of being diagnosed with cancer
•14% higher risk of dying from cancer
•Significantly higher risk for specific types of cancer
Cardiac Deaths (NFPA)
40-50% of annual duty-related fatalities
Behavioral Health Issues (IAFF)
19% experienced suicidal thoughts
27% struggled with substance abuse
65% suffer from PTSD
80% said asking for help would make them seem “weak”
With the above statistics in mind, our system has been designed to identify life
threatening issues early so a firefighter may have the best chance at not only
surviving, but thriving well into retirement. We are fully NFPA-compliant, but go
well beyond the NFPA standards by incorporating the latest research and
knowledge in firefighter-specific health concerns. And, we bring the best value
for your taxpayer dollars by focusing on providing the most comprehensive
option, for the best pricing; This includes providing our full physical assessment
for every member, every year, as well as providing for Radiology and
Cardiology followups when indicated.
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Proposal
ULTRASOUND ONLY PACKAGE
Description Crew Unit Price Pricing
Ultrasound Cancer Screening Only Package 180 $199 $35,820.00
Ultrasound Enhanced Cancer Screening Included
• Cancer screening of the thyroid, liver, pancreas, gall
bladder, spleen, kidneys, bladder, pelvic (women), testicular and
prostate (men)
• Radiology followup interpretation and report for irregular
results when indicated
Total $35,820.00
Decision Science through Data Analytics
Awareness of your department’s overall health is extremely important. We assist you
by providing a de-identified Health Dashboard which shares various key health
metrics, guiding you for improving the health and longevity of your crew. This data-
driven model allows department administration to see exactly where attention and
investment might be needed.
Electronic Medical Records & Patient Portal
Gone are the days of scribbling all of your patient history down on multiple
sheets of paper, and then receiving printouts of your health information, only to
misplace them and potentially compromising your Private Health Information. We
are fully electronic. Every aspect of our assessment goes directly into our EMR
system, and each patient gets secure access to their own Patient Portal, where
they can access results, track their health from year to year, message their
provider, and more.
No Member Left Behind
We offer the most competitive pricing, while also offering the most advanced,
comprehensive exam available. Our COO, as a retired Fire Chief, has made
it a priority for us to offer this high-level of service, while keeping costs down
to ensure taxpayers that their dollars are being spent wisely. From our lower
pricing, you can see one simple, but important reality: On Duty Health is
focused on First Responder Health, not maximizing profits. An important
principle in our pricing structure is: NO MEMBER LEFT BEHIND. That
means, for most of our packages, every member is receiving the Ultrasound
Screening and Stress Testing every year. While there is some research to
support age stratification, where members under 40 receive these tests over longer intervals, we have
found cancer and life threatening heart conditions in this younger population. Our system provides the
most comprehensive option by including these important testing elements for each member every year.
Research Driven
We are not only interested in utilizing the newest available research for
firefighter health, we are driving it. Currently, we are involved in multiple
research studies to further firefighter health and wellness, particularly in
regards to firefighter Behavioral Health, Cancer, and Cardiac Health. We
are currently partnered with organizations such as the National Fire
Academy, Fire Service Psychology Association, University of Arizona’s
Center for Firefighter Health Collaborative Research, the National Disease
Research Interchange’s Center for Fire, Rescue, and EMS Health
Research, and Loma Linda University. With these current research projects, we are hoping to further the
fire industry as a whole, by continuing to develop the best standards possible for firefighter health.
Nutrition and Fitness Coaching
We are your year-round partner for Firefighter Health. That’s why we offer more than
just a “point in time,” annual health assessment; we also offer many continuing services
to improve your crews’ health throughout the year. Each of our patient’s gets free
access to our On Duty Health app (coming soon), which includes Fitness Training
Plans, Nutrition Plans, a quick access copy of our Health Standards to help you train,
invitations to participate in Fitness Challenges, and more. We also offer personal
Fitness and Nutrition programs through tele-health for your members who need extra
assistance to reach their goals, for an additional fee. And, through our partnership with
Transcend Health, we offer a revolutionary system that utilizes a member’s smartwatch
and AI algorithms to monitor their health on a 24/7/365 basis, giving valuable insights
and recommendations for health improvements, along with constant access to tele-
health medical providers for consults, followups, and coaching.
Galleri 50+ Multicancer Test
We have partnered with Grail to offer the Galleri test, which is a revolutionary new
blood test that can detect over 50 different types of active cancers. Incredibly, this
test has a false positivity rate of 0.5% and a specificity of 99.5%. Our rate is
drastically reduced from the standard price of $949/pp (plus provider fees) due to
an agreement with the IAFF. Click the picture to the right to learn more.
Texas Based
We were founded in, and are based in Texas. We currently serve 67 first responder agencies across
Texas, spanning all major regions.
TX References:
Chief Russel Wilson, Mesquite Fire (DFW)
rwilson@mesquitefire.org
Chief Sean Richardson, Little York Fire (Houston)
srichardson@hcesd17.org
Captain Kyle Williford, Richardson (DFW)
kyle.Williford@cor.gov
Reviews:
✪✪✪✪✪ Truly care about what they do to better the health of firefighters. Very honest and trustworthy with our people and family
members. Would definitely recommend them if you are looking for a great company to come out and do your department’s health
assessments. -Battalion Chief Harry Hewlett, Schertz, TX FD
✪✪✪✪✪ We have been using On Duty Health for a few years now and couldn’t be happier. The staff is top notch and very
professional and our guys now look forward to doing their physical. If you are looking to do NFPA 1582 physicals, these are your
folks. -Chief Sean Richardson, Little York, TX FD
✪✪✪✪✪ On Duty Health has been doing our health assessments for several years. From the administration staff through the on-
site medical and fitness team, they have provided us with outstanding care. They are very professional and take their responsibility
of assessing the firefighters seriously. -Assistant Chief Greg Chase, Duncanville, TX FD
✪✪✪✪✪ On Duty Health has been a fantastic company to work with. After transitioning to them for our annual department
physicals, our personnel have had nothing but positive things to say about the experience. The consensus, which is hard to get with
180 personnel, is that the thoroughness and quality of their services is far superior to our previous provider. In my position I interact
with numerous vendors and On Duty is at the top of my list for the best to work with. From the ownership to the practitioners on site,
everyone is professional and responsive to our needs. Communications are clear and timely, with a truly collaborative effort existing
between our department and On Duty. I highly recommend On Duty Health to anyone looking into providers for their department’s
physicals. -Captain Kyle Williford, Richardson, TX FD
Current Texas Agencies:
Azle
Balcones Heights
Bellaire
Bexar County ESD 2
Bracken
Brownwood
Bryan
Buda
Cedar Hill
Cedar Park
Cibolo
Cisco
Colleyville FD & PD & City
Converse
Corsicana
DeSoto
Duncanville
Eastex
Ennis
Fate
Forest Bend
Fort Bend Co ESD 7
Glenn Heights
Guadalupe County
Heath
Huntsville
Harris County ESD 17 (Little
York)
Irving
Kerrville
Kirby
La Porte
La Vernia
Leander
Leon Valley
Live Oak
Longview
Marlin
McLendon Chisholm
Melissa
Mesquite FD & PD & City
Mont Belvieu
Murphy FD & PD
Navasota
Northwest VFD
Red Oak FD & PD
Richardson FD & PD
Rockwall
Royse City
San Angelo
Schertz
Seguin
Selma
Stafford
Universal City FD & PD
Waco
Waxahachie
Weatherford
West University
Windcrest
Contact
512.655.3578
info@onduty.health
Texas:
2028 E Ben White Blvd, STE 240-4949
Austin, TX 78741
California:
1752 E Lugonia Ave, STE 117-4949
Redlands, CA 92374
www.onduty.health
Follow Us
@ondutyhealth