7353 - Contract Executed
Docusign City Council Transmittal Coversheet
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Ordinance
City of Denton, Texas RFP 7353
Standard Agreement for Professional Services
Revised Date: 9/11/18
Page 1 of 11
PROFESSIONAL SERVICES AGREEMENT
FOR CONSULTING SERVICES
RFP 7353
STATE OF TEXAS §
COUNTY OF DENTON §
THIS AGREEMENT (the “Agreement”) is made and entered into on
________________________, by and between the City of Denton, Texas, a Texas municipal
corporation, with its principal office at 215 East McKinney Street, Denton, Denton County,
Texas 76201, hereinafter called “OWNER” and Rizikon, Inc., with its corporate office at
39500 High Pointe Blvd, # 400, Novi, MI 48375, hereinafter called “CONSULTANT,” acting
herein, by and through their duly authorized representatives.
WITNESSETH, that in consideration of the covenants and agreements herein contained,
the parties hereto do mutually agree as follows:
ARTICLE I
CONSULTANT AS INDEPENDENT CONTRACTOR
The OWNER has selected CONSULTANT on the basis of demonstrated competence and
qualifications to perform the services herein described for a fair and reasonable price pursuant to
Chapter 2254 of the Texas Government Code. The OWNER hereby contracts with the
CONSULTANT as an independent contractor and not as an employee, and as such, the OWNER
will not assert control over the day-to-day operations of the CONSULTANT. The
CONSULTANT is customarily engaged to provide services as described herein independently
and on a nonexclusive basis in the course of its business. This Agreement does not in any way
constitute a joint venture between OWNER and CONSULTANT. The CONSULTANT hereby
agrees to perform the services described herein based on the skills required for the scope of work
in connection with the Project as stated in the sections to follow, with diligence and in
accordance with the highest professional standards customarily obtained for such services in the
State of Texas. The professional services set out herein are in connection with the following
described project:
The Project shall include, without limitation, Safety Services, as described in Exhibit A,
which is on file at the purchasing office and incorporated herein (the “Project”).
ARTICLE II
SCOPE OF BASIC SERVICES
The CONSULTANT shall perform the following services in a professional manner:
A. To perform all those services set forth in CONSULTANT’s proposal, which proposal is
attached hereto and made a part hereof as Exhibit B as if written word for word herein.
City of Denton, Texas RFP 7353
Standard Agreement for Professional Services
Revised Date: 9/11/18
Page 2 of 11
B. CONSULTANT shall perform all those services set forth in individual task orders, as
described in Exhibit B, which shall be attached to this Agreement and made a part
hereof.
C. If there is any conflict between the terms of this Agreement and the exhibits attached to
this Agreement, the terms and conditions of this Agreement will control over the terms
and conditions of the attached exhibits or task orders.
ARTICLE III
ADDITIONAL SERVICES
Additional services to be performed by the CONSULTANT, if authorized by the
OWNER, which are not included in the above-described Basic Services, may be negotiated as
needed.
A. Preparing applications and supporting documents for government grants, loans, or
planning advances and providing data for detailed applications.
B. Preparing data and reports for assistance to OWNER in preparation for hearings before
regulatory agencies, courts, arbitration panels or mediator, giving testimony, personally or
by deposition, and preparations therefore before any regulatory agency, court, arbitration
panel or mediator.
C. Assisting OWNER in preparing for, or appearing at litigation, mediation, arbitration,
dispute review boards, or other legal and/or administrative proceedings in the defense or
prosecution of claims disputes with Contractor(s).
D. Assisting OWNER in the defense or prosecution of litigation in connection with or in
addition to those services contemplated by this AGREEMENT. Such services, if any, shall
be furnished by CONSULTANT on a fee basis negotiated by the respective parties outside
of and in addition to this AGREEMENT.
E. Visits to the site in excess of the number of trips included in Exhibit B.
F. Preparing statements for invoicing or other documentation for billing other than for the
standard invoice for services attached to this professional services agreement.
ARTICLE IV
TIME OF COMPLETION
CONSULTANT is authorized to commence work under this contract upon execution of this
AGREEMENT. CONSULTANT shall perform and complete its obligations herein in a prompt
and continuous manner, so as to not delay the completion of the Project in accordance with the
schedules as described in Exhibit B. The contract shall remain effective until July 21, 2023,
acceptance by an authorized representative of the OWNER, exhaustion of authorized funds as
provided in Article V.B, or termination as provided in this Agreement, whichever occurs first.
City of Denton, Texas RFP 7353
Standard Agreement for Professional Services
Revised Date: 9/11/18
Page 3 of 11
ARTICLE V
COMPENSATION
A. COMPENSATION TERMS:
1. “Subcontract Expense” is defined as expenses incurred by the CONSULTANT in
employment of others in outside firms for services related to this agreement.
2. “Direct Non-Labor Expense” is defined as that expense for any assignment
incurred by the CONSULTANT for supplies, transportation and equipment,
travel, communications, subsistence, and lodging away from home, and similar
incidental expenses in connection with that assignment.
B. BILLING AND PAYMENT: For and in consideration of the professional services to be
performed by the CONSULTANT herein, the OWNER agrees to pay, based on the cost
estimate detail in Exhibit B which is attached hereto and made a part of this Agreement
as if written word for word herein, a total fee, including reimbursement for direct non-
labor expenses not to exceed $2,155,554.27.
Partial payments to the CONSULTANT will be made on the basis of detailed monthly
statements rendered to and approved by the OWNER through its City Manager or his
designee; however, under no circumstances shall any monthly statement for services
exceed the value of the work performed at the time a statement is rendered.
Nothing contained in this Article shall require the OWNER to pay for any work which is
unsatisfactory, as reasonably determined by the City Manager or his designee, or which is
not submitted in compliance with the terms of this Agreement. The OWNER shall not be
required to make any payments to the CONSULTANT when the CONSULTANT is in
default under this Agreement.
It is specifically understood and agreed that the CONSULTANT shall not be authorized
to undertake any work pursuant to this Agreement which would require additional
payments by the OWNER for any charge, expense, or reimbursement above the
maximum not to exceed fee as stated, without first having obtained written authorization
from the OWNER. The CONSULTANT shall not proceed to perform the services listed
in Article III “Additional Services,” without obtaining prior written authorization from
the OWNER.
C. ADDITIONAL SERVICES: For additional services authorized in writing by the
OWNER in Article III. Payments for additional services shall be due and payable upon
submission by the CONSULTANT and approval by the City staff, and shall be in
accordance with subsection B hereof. Statements shall not be submitted more frequently
than monthly.
D. PAYMENT: If the OWNER fails to make payments due the CONSULTANT for
services and expenses within thirty (30) days after receipt of the CONSULTANT’s
undisputed statement thereof, the amounts due the CONSULTANT will be paid interest
in accordance with the Texas Government Code 2251.025. Additionally, the
CONSULTANT may, after giving seven (7) days’ written notice to the OWNER,
City of Denton, Texas RFP 7353
Standard Agreement for Professional Services
Revised Date: 9/11/18
Page 4 of 11
suspend services under this Agreement until the CONSULTANT has been paid in full all
amounts due for services, expenses, and charges. Nothing herein shall require the
OWNER to pay the late charge if the OWNER reasonably determines that the work is
unsatisfactory, in accordance with this Article V, “Compensation,” there is a bona fide
dispute concerning the amount due, or the invoice was not mailed to the address or in the
form as described in this Agreement. The OWNER will notify CONSULTANT of any
disputes within twenty-one (21) days of receipt of the invoice.
E. Invoices shall be sent directly to the City of Denton Accounts Payable Department, 215
E McKinney St, Denton, TX, 76201-4299. A pro-forma invoice shall be sent to the
contract administrator. It is the intention of the City of Denton to make payment on
completed orders within thirty days after receipt of invoice or items; whichever is later,
unless unusual circumstances arise. Invoices must be fully documented as to labor,
materials, and equipment provided, if applicable, and must reference the City of
Denton Purchase Order Number in order to be processed. No payments shall be
made on invoices not listing a Purchase Order Number.
ARTICLE VI
OBSERVATION AND REVIEW OF THE WORK
The CONSULTANT will exercise reasonable care and due diligence in discovering and
promptly reporting to the OWNER any defects or deficiencies in the work of the
CONSULTANT or any subcontractors or subconsultants.
ARTICLE VII
OWNERSHIP OF DOCUMENTS
All documents prepared or furnished by the CONSULTANT (and CONSULTANT’s
subcontractors or subconsultants) pursuant to this Agreement are instruments of service, and
shall become the property of the OWNER upon the termination of this Agreement. The
CONSULTANT is entitled to retain copies of all such documents. The documents prepared and
furnished by the CONSULTANT are intended only to be applicable to this Project, and
OWNER’s use of these documents in other projects shall be at OWNER’s sole risk and expense.
In the event the OWNER uses any of the information or materials developed pursuant to this
Agreement in another project or for other purposes than specified herein, CONSULTANT is
released from any and all liability relating to their use in that project.
ARTICLE VIII
INDEMNITY AGREEMENT
THE CONSULTANT SHALL INDEMNIFY AND SAVE AND HOLD HARMLESS
THE OWNER AND ITS OFFICERS, OFFICIALS, AGENTS, AND EMPLOYEES FROM
AND AGAINST ANY AND ALL LIABILITY, CLAIMS, DEMANDS, DAMAGES,
LOSSES, AND EXPENSES, INCLUDING, BUT NOT LIMITED TO COURT COSTS
AND REASONABLE ATTORNEY FEES ASSERTED AGAINST OR INCURRED BY
THE OWNER, AND INCLUDING, WITHOUT LIMITATION, DAMAGES FOR
BODILY AND PERSONAL INJURY, DEATH AND PROPERTY DAMAGE,
RESULTING FROM THE NEGLIGENT ACTS OR OMISSIONS OF THE
City of Denton, Texas RFP 7353
Standard Agreement for Professional Services
Revised Date: 9/11/18
Page 5 of 11
CONSULTANT OR ITS OFFICERS, SHAREHOLDERS, AGENTS, OR EMPLOYEES
INCIDENTAL TO, RELATED TO, AND IN THE EXECUTION, OPERATION, OR
PERFORMANCE OF THIS AGREEMENT.
Nothing in this Agreement shall be construed to create a liability to any person who is not
a party to this Agreement, and nothing herein shall waive any of the parties’ defenses, both at
law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this
Agreement, including the defense of governmental immunity, which defenses are hereby
expressly reserved.
ARTICLE IX
INSURANCE
During the performance of the services under this Agreement, CONSULTANT shall
maintain insurance in compliance with the requirements of Exhibit C which is attached hereto
and made a part of this Agreement as if written word for word herein.
ARTICLE X
ALTERNATIVE DISPUTE RESOLUTION
The parties may agree to settle any disputes under this Agreement by submitting the
dispute to mediation with each party bearing its own costs of mediation. No mediation arising
out of or relating to this Agreement, involving one party’s disagreement may include the other
party to the disagreement without the other’s approval. Mediation will not be a condition
precedent to suit.
ARTICLE XI
TERMINATION OF AGREEMENT
A. Notwithstanding any other provision of this Agreement, either party may terminate by
giving thirty (30) days’ advance written notice to the other party.
B. This Agreement may be terminated in whole or in part in the event of either party
substantially failing to fulfill its obligations under this Agreement. No such termination
will be affected unless the other party is given (1) written notice (delivered by certified
mail, return receipt requested) of intent to terminate and setting forth the reasons
specifying the non-performance, and not less than fifteen (15) calendar days to cure the
failure; and (2) an opportunity for consultation with the terminating party prior to
termination.
C. If the Agreement is terminated prior to completion of the services to be provided
hereunder, CONSULTANT shall immediately cease all services and shall render a final
bill for services to the OWNER within thirty (30) days after the date of termination. The
OWNER shall pay CONSULTANT for all services properly rendered and satisfactorily
performed and for reimbursable expenses to termination incurred prior to the date of
termination, in accordance with Article V “Compensation.” Should the OWNER
subsequently contract with a new consultant for the continuation of services on the
Project, CONSULTANT shall cooperate in providing information. The CONSULTANT
City of Denton, Texas RFP 7353
Standard Agreement for Professional Services
Revised Date: 9/11/18
Page 6 of 11
shall turn over all documents prepared or furnished by CONSULTANT pursuant to this
Agreement to the OWNER on or before the date of termination, but may maintain copies
of such documents for its use.
ARTICLE XII
RESPONSIBILITY FOR CLAIMS AND LIABILITIES
Approval by the OWNER shall not constitute, nor be deemed a release of the
responsibility and liability of the CONSULTANT, its employees, associates, agents,
subcontractors, and subconsultants for the accuracy and competency of their designs or other
work; nor shall such approval be deemed to be an assumption of such responsibility by the
OWNER for any defect in the design or other work prepared by the CONSULTANT, its
employees, subcontractors, agents, and consultants.
ARTICLE XIII
NOTICES
All notices, communications, and reports required or permitted under this Agreement
shall be personally delivered or mailed to the respective parties by depositing same in the United
States mail to the address shown below, certified mail, return receipt requested, unless otherwise
specified herein. Mailed notices shall be deemed communicated as of three (3) days’ mailing:
To CONSULTANT: To OWNER:
Rizikon, Inc. City of Denton
Ryan Churella Purchasing Manager –RFP 7353
VP of Operations 901B Texas Street
39500 High Pointe Blvd., #400 Denton, Texas 76209
Novi, MI 48375
All notices shall be deemed effective upon receipt by the party to whom such notice is
given, or within three (3) days’ mailing.
ARTICLE XIV
ENTIRE AGREEMENT
This Agreement and related exhibits constitute the complete and final expression of this
Agreement of the parties, and is intended as a complete and exclusive statement of the terms of
their agreements, and supersedes all prior contemporaneous offers, promises, representations,
negotiations, discussions, communications, and agreements which may have been made in
connection with the subject matter hereof.
ARTICLE XV
SEVERABILITY
If any provision of this Agreement is found or deemed by a court of competent
jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of
this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event,
City of Denton, Texas RFP 7353
Standard Agreement for Professional Services
Revised Date: 9/11/18
Page 7 of 11
the parties shall reform this Agreement to replace such stricken provision with a valid and
enforceable provision which comes as close as possible to expressing the intention of the stricken
provision.
ARTICLE XVI
COMPLIANCE WITH LAWS
The CONSULTANT shall comply with all federal, state, and local laws, rules,
regulations, and ordinances applicable to the work covered hereunder as those laws may now
read or hereinafter be amended.
ARTICLE XVII
DISCRIMINATION PROHIBITED
In performing the services required hereunder, the CONSULTANT shall not discriminate
against any person on the basis of race, color, religion, sex, sexual orientation, national origin or
ancestry, age, or physical handicap.
ARTICLE XVIII
PERSONNEL
A. The CONSULTANT represents that it has or will secure, at its own expense, all
personnel required to perform all the services required under this Agreement. Such
personnel shall not be employees or officers of, or have any contractual relations with the
OWNER. CONSULTANT shall inform the OWNER of any conflict of interest or
potential conflict of interest that may arise during the term of this Agreement.
B. All services required hereunder will be performed by the CONSULTANT or under its
supervision. All personnel engaged in work shall be qualified, and shall be authorized
and permitted under state and local laws to perform such services.
ARTICLE XIX
ASSIGNABILITY
The CONSULTANT acknowledges that this Agreement is based on the demonstrated
competence and specific qualifications of the CONSULTANT and is therefore personal as to the
CONSULTANT. Therefore, the CONSULTANT shall not assign any interest in this Agreement,
and shall not transfer any interest in this Agreement (whether by assignment, novation, or
otherwise) without the prior written consent of the OWNER.
ARTICLE XX
MODIFICATION
No waiver or modification of this Agreement or of any covenant, condition, or limitation
herein contained shall be valid unless in writing and duly executed by the party to be charged
therewith, and no evidence of any waiver or modification shall be offered or received in evidence
in any proceeding arising between the parties hereto out of or affecting this Agreement, or the
rights or obligations of the parties hereunder, and unless such waiver or modification is in
City of Denton, Texas RFP 7353
Standard Agreement for Professional Services
Revised Date: 9/11/18
Page 8 of 11
writing and duly executed; and the parties further agree that the provisions of this section will not
be waived unless as set forth herein.
ARTICLE XXI
MISCELLANEOUS
A. The following exhibits are attached to and made a part of this Agreement:
Exhibit A – RFP 7353 – Safety Services (on file at the purchasing office)
Exhibit B – Consultant’s Proposal and Project Schedule
Exhibit C – Consultant’s Insurance Requirements
Exhibit D – CIQ - Conflict of Interest Questionnaire
What is called for by one exhibit shall be as binding as if called for by all. In the event of
an inconsistency or conflict in this Agreement and any of the provisions of the exhibits,
the inconsistency or conflict shall be resolved by giving precedence first to this
Agreement then to the exhibits in the order in which they are listed above.
B. This Agreement shall be governed by, construed, and enforced in accordance with, and
subject to, the laws of the State of Texas or federal law, where applicable, without regard
to the conflict of law principles of any jurisdiction. In the event there shall be any dispute
arising out of the terms and conditions of, or in connection with, this Agreement, the
party seeking relief shall submit such dispute to the District Courts of Denton County or
if federal diversity or subject matter jurisdiction exists, to the United States District Court
for the Eastern District of Texas-Sherman Division.
C. For the purpose of this Agreement, the key persons who will perform most of the work
hereunder shall be authorized. However, nothing herein shall limit CONSULTANT from
using other equally qualified and competent members of its firm to perform the services
required herein.
D. CONSULTANT shall commence, carry on, and complete any and all projects with all
applicable dispatch, in a sound, economical, and efficient manner and in accordance with
the provisions hereof. In accomplishing the projects, CONSULTANT shall take such
steps as are appropriate to ensure that the work involved is properly coordinated with
related work being carried on by the OWNER.
E. The OWNER shall assist the CONSULTANT by placing at the CONSULTANT’s
disposal all available information pertinent to the Project, including previous reports, any
other data relative to the Project, and arranging for the access thereto, and make all
provisions for the CONSULTANT to enter in or upon public and private property as
required for the CONSULTANT to perform services under this Agreement.
F. The captions of this Agreement are for informational purposes only, and shall not in any
way affect the substantive terms or conditions of this Agreement.
City of Denton, Texas RFP 7353
Standard Agreement for Professional Services
Revised Date: 9/11/18
Page 9 of 11
G. The parties agree to transact business electronically. Any statutory requirements that
certain terms be in writing will be satisfied using electronic documents and signing.
Electronic signing of this document will be deemed an original for all legal purposes.
ARTICLE XXII
INDEPENDENT CONTRACTOR
CONSULTANT shall provide services to OWNER as an independent contractor, not as
an employee of the OWNER. CONSULTANT shall not have or claim any right arising from
employee status.
ARTICLE XXIII
RIGHT TO AUDIT
The OWNER shall have the right to audit and make copies of the books, records and
computations pertaining to this agreement. The CONTRACTOR shall retain such books,
records, documents and other evidence pertaining to this agreement during the contract period
and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in
which case records shall be kept until all audit tasks are completed and resolved. These books,
records, documents and other evidence shall be available, within 10 business days of written
request. Further, the CONTRACTOR shall also require all Subcontractors, material suppliers,
and other payees to retain all books, records, documents and other evidence pertaining to this
agreement, and to allow the OWNER similar access to those documents. All books and records
will be made available within a 50 mile radius of the City of Denton. The cost of the audit will
be borne by the OWNER unless the audit reveals an overpayment of 1% or greater. If an
overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs,
must be borne by the CONTRACTOR which must be payable within five business days of
receipt of an invoice.
Failure to comply with the provisions of this section shall be a material breach of this contract
and shall constitute, in the OWNER’S sole discretion, grounds for termination thereof. Each of
the terms "books", "records", "documents" and "other evidence", as used above, shall be
construed to include drafts and electronic files, even if such drafts or electronic files are
subsequently used to generate or prepare a final printed document.
ARTICLE XXIV
Prohibition On Contracts With Companies Boycotting Israel
Supplier acknowledges that in accordance with Chapter 2270 of the Texas Government Code,
City is prohibited from entering into a contract with a company for goods or services unless the
contract contains a written verification from the company that it: (1) does not boycott Israel; and
(2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and
“company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas
Government Code. By signing this agreement, Supplier certifies that Supplier’s signature
provides written verification to the City that Supplier: (1) does not boycott Israel; and (2) will
not boycott Israel during the term of the agreement. Failure to meet or maintain the
requirements under this provision will be considered a material breach.
City of Denton, Texas RFP 7353
Standard Agreement for Professional Services
Revised Date: 9/11/18
Page 10 of 11
ARTICLE XXV
Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a
Foreign Terrorist Organization
Section 2252 of the Texas Government Code restricts CITY from contracting with companies
that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement,
Supplier certifies that Supplier’s signature provides written verification to the City that
Supplier, pursuant to Chapter 2252, is not ineligible to enter into this agreement and will not
become ineligible to receive payments under this agreement by doing business with Iran,
Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under
this provision will be considered a material breach.
ARTICLE XXVI
CERTIFICATE OF INTERESTED PARTIES ELECTRONIC FILING
In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the
Government Code. The law states that the City may not enter into this contract unless the
Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the
Contractor submits the signed contract. The Texas Ethics Commission has adopted rules
requiring the business entity to file Form 1295 electronically with the Commission.
Contractor will be required to furnish a Certificate of Interest Parties before the contract is
awarded, in accordance with Government Code 2252.908.
The contractor shall:
1. Log onto the State Ethics Commission Website at :
https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm
2. Register utilizing the tutorial provided by the State
3. Print a copy of the completed Form 1295
4. Enter the Certificate Number on page 2 of this contract.
5. Complete and sign the Form 1295
6. Email the form to purchasing@cityofdenton.com with the contract number in the subject
line. (EX: Contract 1234 – Form 1295)
The OWNER must acknowledge the receipt of the filed Form 1295 not later than the 30th day
after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics
Commission’s website within seven business days.
ARTICLE XXVII
PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS
No officer, employee, independent consultant, or elected official of the City who is involved in
the development, evaluation, or decision-making process of the performance of any solicitation
shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation as
defined in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics).
Any willful violation of this section shall constitute impropriety in office, and any officer or
employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any
violation of this provision, with the knowledge, expressed or implied, of the Contractor shall
City of Denton, Texas RFP 7353
Standard Agreement for Professional Services
Revised Date: 9/11/18
Page 11 of 11
render the Contract voidable by the City. The Contractor shall complete and submit the City’s
Conflict of Interest Questionnaire.
IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be
executed by its duly authorized City Manager, and CONSULTANT has executed this Agreement
through its duly authorized undersigned officer on this date______________________.
CITY OF DENTON, TEXAS
“OWNER”
__________________________________
TODD HILEMAN, CITY MANAGER
ATTEST:
ROSA RIOS, CITY SECRETARY
BY: _______________________________
Rizikon, Inc,
A MICHIGAN CORPORATION
“CONSULTANT”
BY: RYAN CHURELLA
ITS: VP OF OPERATIONS
_______________________________
TEXAS ETHICS COMMISSION
CERTIFICATE NUMBER
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational
obligations and business terms.
_______________ ________________
SIGNATURE PRINTED NAME
__________________________________
TITLE
__________________________________
DEPARTMENT
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
BY: ___________________________
ERICWAIDELICH
Senior Account Executive
E:ewaidelich@rizikon.net
M: (313) 530-8251
39500 HIGH POINTE BOULEVARD
SUITE 400 | NOVI, MI 48375
Providing
services &
solutions to
your toughest
problems
INVITATION TO BID:
City of Denton
RFP #7353, SafetyServices, Amendment #1
Exhibit B
www.rizikon.net
INVITATION TO BID: City of Denton
Table of Contents
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Executive Summary Letter
Section 1: Introduction
Statement of Understanding
Section 2: Services
What differentiates Rizikon
Section 3: Scope of Work
Reports & Project Control
Program Development
Quality Training Programs
Safety Committee Program & Process
Rizikon Scope – RFP Requirements PLUS
Section 4: Business Operations
Hiring Process
Organizational Chart
Rizikon Staff Areas of Responsibility
DME Safety Staff Collaboration
Cost Structure
www.rizikon.net
INVITATION TO BID: City of Denton
EXECUTIVE
Summary Letter
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www.rizikon.net
INVITATION TO BID: City of Denton
Ryan Churella
Vice President of Operations
Rizikon, Inc.
Letter From our VicePresident
June 23,2020
Cori Power
Buyer
City of Denton
901-B Texas Street
Denton, TX 76209
Re: RFP #7353, Safety Services, Amendment #1
Dear Ms. Stroman,
Rizikon, a member of the FDI Group of Companies, appreciates the opportunity to provide a revised quote for
municipal Safety Services. For the past 45 years, the FDI Group has worked to assemble a dynamic group of
specialty service companies. As an organization dedicated to providing services to high risk organizations, we
are guided by three dominant principles: Integrity, Continuity, and Innovation. Rizikon is committed to provide
administrative and operational activities in support of the City’s safety structure, culture, and programs.
Leveraging our industry knowledge and best practices to bring the City into regulatory compliance and
beyond. The project deliverables will be accomplished in compliance with the scope of work.
By submitting the offer, we are affirming that there is no organizational conflict of interest that would preclude
the City from awarding the Offeror the contract, and no organizational conflict of interest, which would
preclude the Offeror, including any and all team members, from performing the contract without a mitigation
plan.
We appreciate your consideration in utilizing our services and look forward to the opportunity serve you,
should the opportunity arise. If you have any questions or require additional information, please do not hesitate
to contact me at (877) 591-0300 or at rchurella@rizikon.net.
Best regards,
4
www.rizikon.net
INVITATION TO BID: City of Denton
SECTION: 1
Introduction
5
www.rizikon.net
INVITATION TO BID: City of Denton
SECTION 1: Introduction
Statement of Understanding
Rizikon will be responsible for supplementing and enhancing the
City of Denton Safety Management Program by providing detailed
and comprehensive consultation and training services.
Our qualified, technical and professional safety staff will work in close
collaboration with the City of Denton. Rizikon will be responsible for
developing and maintaining a high-performing safety program for
the City of Denton facilities, worksites and properties. Rizikon will
create and implement a methodical training program which supports
the unique needs of each department. We will be responsible for
generating and providing crucial reports and accurate records in
a timely manner. In addition to developing and maintaining a high
performing safety and training program, Rizikon safety professionals
will provide management, safety audits (both regulatory and
administrative), return to work, hiring and training (develop and
administer) programs, generate work procedures, conduct job hazard
analysis, hazard assessments, incident investigations
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and support the day-to-day safety needs of the City.
6
www.rizikon.net
INVITATION TO BID: City of Denton
PROVISIONS INCORPORATED, BY REFERENCE
The offeror, Rizikon, Inc., represents, by this submission that it is in
agreement with the requirements set forth in the provisions outlined in
the solicitation 7353, entitled “Safety Services” and shall comply with
the terms outlined therein.
Furthermore, Rizikon, Inc. certifies and attests that the company
profile is complete within the City of Denton, ionwave based
electronic bidding and supplier-management system, eBid.
COMPANY DESCRIPTION
Working as a partner for governmental entities, tribal nations and
commercial sector clients, Rizikon assists organizations maintain
operational continuity and structural resilience through effective safety
service and risk management programs. We actively work with clients
on solutions which maximize efficiencies, reduce risk factors and
maintain compliance with regulatory requirements in the most cost-
effective manner possible.
Rizikon professionals address risk within organizations, providing
knowledge and a structure to understand and respond to operational
conditions. We present opportunities for improvement with relevant
risk insight delivered through common, integrated risk identification,
analysis and management disciplines. We enhance each client’s
organizational stability by organizing and strengthening governance,
SECTION 1:Introduction
ACKNOWLEDGEMENT
We are in receipt of the requested revision to the proposal, herein
referred to as Amendment 1, dated June 22
nd, 2020 at 6:18PM EST.
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INVITATION TO BID: City of Denton
refining decision making processes, and supporting a risk intelligent
culture.
The visual below does not represent our client history. Rather, it
represents our “Active / Current” list of government clients,
which include:
ANCILLARYHEALTHCAREGOVERNMENT
5 Tribal Nations
19 Cities
38 Counties
2 Libraries
4 State Universities
8 K-12 Districts
EDUCATION
8 Hospitals
4 Mental Health Authorities
3 Public EMS
30 Private EMS
9 Transportation Authorities
2 Housing Commissions
1 Judicial System
1 Office Emergency Management
1 Central Dispatch Authority
SECTION 1: Introduction
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INVITATION TO BID: City of Denton
SECTION: 2
Services
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INVITATION TO BID: City of Denton
SECTION 2: Services
What Differentiates Rizikon
We are not a service provider but rather a partner who shares your
goal of providing a safe productive work environment whereby the
needs of the employees, the city and the community are best served.
The difference is that when you include Rizikon as part of your safety
team, you are accessing a family of organizations who specialize in
safety, loss control, risk management, and case management. We are a
network of professionals working together in support of your goal of a
healthful work environment.
Rizikon is committed to meeting the requirements outlined with
the RFP, and more. The Safety Program solution that we provide is
not limited to writing procedures, providing training and offering
consultation on all things safety, which shall be done. But more
importantly, it’s about working with the client to create a safety based
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INVITATION TO BID: City of Denton
culture. A workplace culture where safety is naturally woven into the
day-to-day operations of the organization. When this is accomplished,
the City will enjoy the operational efficiencies and financial benefits
that accompany it.
A key factor with achieving success is having the correct people
on the team. There are many individuals whom hold the necessary
degrees and certifications, but may not impart the proper work ethics,
values or philosophies. Rizikon has no interest in simply finding safety
technicians with the “right credentials”, and calling it a success.
We are committed to actively seek out and hire the best person
for each unique position, which will ultimately comprise the City of
Denton Safety Team. Individuals who offer strong leadership while also
believing in the value of teamwork. Possess a passion for the field of
safety, an ambition to learn, utilize analytical problem-solving skills,
and are of high character. Professionals who will conduct themselves
professionally with the employees, residents and business owners
throughout the community.
Contrary to what would be deemed business logic, our organization
does not necessarily seek to have a long-term presence within the
City of Denton, but rather assist you in achieving self-reliance. Our
proposal provides the City of Denton with the option to assimilate the
Rizikon Safety Team into its own workforce, at the conclusion of each
term. However, if the Safety Services operating model continues to be
recognized as the best option for the City, we would be honored to
support your safety needs for years to come.
SECTION 2: Services
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INVITATION TO BID: City of Denton
SECTION: 3
Overview
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INVITATION TO BID: City of Denton
SECTION 3:Overview
Scope ofWork
As defined within the RFP Scope of Work document, Rizikon agrees to
and shall perform the following tasks:
1. Development, implementation and review of current and future AIPPs
2. Certification of HANDS report
3. Risk assessment and control programs, (work side by side with the
Risk Manager)
4. Safety management system guidance and assistance with
implementation
5. Workplace safety inspections
6. Safety program development including steps required to move the
City to a culture of safety
7. Employee injury investigation
8. Incident rate analysis including identification of recurring and
repetitive injuries, near misses and mitigation recommendations
9. Job safety assessments
10. Industrial hygiene programs:
a. Indoor air quality
b. Job hazard assessment
c. Hazard communication
d. Respiratory protection
e. Hearing conservation ...
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INVITATION TO BID: City of Denton
SECTION 3:Overview
f. Personal protective equipment
g. Community right to know reporting
h. Blood borne pathogens (BBP)
i. Water borne pathogens such as Hep A and B
11. Educational and communication programs
a. Deliver annual training to maintenance
b. Specialized educational seminars
c. Train the trainer programs
d. In person and web based training programs development
and delivery
e. Annual wrap up report.
REPORTS AND PROJECT CONTROL
As defined within the RFP Scope of Work document, Rizikon agrees to
and shall provide routine feedback on all tasks monthly or as otherwise
specified by the City of Denton, to include:
a. Task Plan. A work plan for each task that identifies the work
elements, the resources assigned to the task, and the time
allotted to each element and the deliverable items to be
produced. The proposer must be able to assist with the
advancement of comprehensive plans for reducing trends
identified by the City of Denton.
b. Status Report. A written monthly progress report covering
activities, problems, and recommendations; the report should
be keyed to the task plan developed by the Proposer in its
proposal, as amended or approved by the City of Denton. The
vendor will provide routine feedback through monthly progress
reports to the City of Denton.
c. Problem Identification Report. An “as required” report,
identifying problem areas. The report will describe the
problem and its impact on the overall project and on
each affected task. The report will list possible courses of
action with advantages and disadvantages of each. Rizikon
will include recommendations with supporting rationale.
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INVITATION TO BID: City of Denton
c.... Assess hazards, evaluate, develop program improvements,
conduct industrial hygiene and ergonomic evaluations and to
provided agency specific training as necessary or as identified
by The City of Denton.
PROGRAM DEVELOPMENT, SAFETY INSPECTIONS/AUDITS AND GENERATION OF WORK PROCEDURES
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SECTION 3: Overview
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INVITATION TO BID: City of Denton
QUALITY TRAINING PROGRAMS
As defined within the RFP Scope of Work document, Rizikon will provide
qualified technical and professional staff to create and deliver high
quality training programs for some or all the following topics. Rizikon
will prepare and execute in-person training sessions with qualified staff,
utilizing video and virtual reality training where deemed cost effective,
on the target date and provide attendance records to the City of Denton
in an organized and timely manner. The Safety Training Coordinator, and
others team members when required, will record and maintain individual
employee training records in the City of Denton’s system of record. We
acknowledge this required component of this aspect of the contractor’s
work. Contractor’s training and tracking recommended systems and
process will include integration with the City’s email system to provide
notification to employees and their supervisors of upcoming training
requirements and the dates by which such training must be
accomplished. Our training materials are constantly updated to ensure
they are current with OSHA, city and applicable industry best practices.
In the appropriate circumstances, the contractor may provide connection
to applicable on-line training for specific departments. The training
courses should be comprehensive in nature, and in most cases include a
hands-on component in addition to classroom training. The City will
assist in facilitating any hands-on training by providing resources,
equipment and facilities when needed. Rizikon incorporates testing in
each training session and have established minimum acceptable passing
grades that each employee must achieve in order to meet that specific
training requirement. Rizikon will take the score of such testing for each
employee and record it in the employee’s permanent training record in
the city’s system of record.
As discussed throughout this proposal, Rizikon shall review each job
classification and establish minimum safety training requirements
applicable to that position consistent with applicable best practices for
each department of the city. Rizikon shall work with city HR staff to
document such required training into the position descriptions so that
all new employees receive the requisite safety training for their position
in a timely manner as part of the on-boarding process and/or
probationary period.
SECTION 3:Overview
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INVITATION TO BID: City of Denton
SAFETY COMMITTEE PROGRAM & PROCESS
Rizikon will form a City of Denton Safety Committee which will be chaired
by the Director. We recognize responsibilities of the Safety Committee
will include, but not be limited to the following:
•Act as an advisory committee to the Rizikon’s safety staff and help our
team understand the operations and organization of the City
departments and how to achieve the safety culture objectives of the
City;
•Review the proposed safety programs and systems recommended by
Rizikon and provide feedback and approval before implementation;
•Assist Rizikon in accident investigations and mitigation plans;
•Review the performance of the Contractor and progress towards the
Task Plan; and other duties and roles as determined by the consensus
of the Safety Committee
The membership of the Safety Committee shall include representatives
from each functional area of the City. The membership shall include a
cross section of City personnel including Department Heads, Managers,
Supervisors and front-line employees. Subcommittees shall be
established by the Safety Committee to focus on specific safety topics.
SECTION 3:Overview
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INVITATION TO BID: City of Denton
SECTION 3: Overview
Rizikon Scope
The following action items were designed to further enhance the
Scope of Work, as written. These examples provide insight as to the
additional value we seek to bring to the City of Denton. Our goal is to
exceed the minimum requirements as set forth by OSHA, and place the
City is a position of possibly seeking recognition (certification), such as
ISO 45001.
PROCESSES: POLICIES, PROCEDURES AND PROTOCOLS
1.Update and/or develop regulatory required procedures and plans. Each of these procedures will have
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with post-class assessment tools for record-keeping purposes.
2.Generate new safety-based operating protocols by focusing on connecting or extending existing
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3.Assess integration of capabilities and linking of resources to take advantage of available in-house expertise
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4.Continuous improvement program - evaluating assets, resources and capabilities to look for opportunities
to improve how the City works internally, and with other stakeholders through process redesign.
Emphasize safety objectives and how processes relate to them.
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INVITATION TO BID: City of Denton
INJURY PREVENTION & LOSS REDUCTION
FIELD OPERATIONS & SUPPORT
COMMUNICATIONS & OUTREACH
1.Promote continuous improvement and effective mitigation of potential hazards through improved
reporting and tracking of incidents and near misses, analysis of root causes that focus on system failures
rather than individual errors, and dissemination of safety information that helps others learn from prior
mishaps.
2.Develop & Implement Safety Metrics & Dashboard Tools: Build upon current software systems and revise
the incident reporting process; develop metrics and dashboards to improve decision making and help the
departments and the City leaders focus safety related efforts.
3.Proactive Safety Interventions: Shift focus of injury reduction efforts towards more proactive interventions
aligned with the safety industries best practices. Coordinate with City Leadership, Department Directors,
representatives of the “CareHere!” employee wellness program, Risk Management, and Human Resources.
1.Develop Expectations for Field Operations Safety: Establish institutional ‘Expectations for Field
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departments. These expectations will serve as a management framework that emphasizes risk assessment,
implementation of controls, and sharing of lessons learned as foundational elements across all disciplines.
2.Managers Onboarding: Create a cohesive onboarding process for managers that reinforces the concept
of safety as a core value at the City of Denton, introduces the framework for managing safety, and
communicates that resources, including health & safety, are available to help make them successful. We
recommend the OSHA 30 Hour class, but not less than the OSHA 10 Hour class.
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strengthening working relationships and expanding hands-on problem solving. Ensure Health & Safety
staff has a visible presence and an active and ongoing working relationship with crews and their activities
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workforce-at-large as an extension of their teams.
1.Targeted Communications: Align communications efforts to provide operationally useful safety-related
information when, where, and how it is most needed by the City.
2.Behavior-Change Based Marketing Techniques: Use of more progressive communications techniques to
reinforce the concept that safety is the “social norm” and is a “core value” within the City of Denton.
Efforts should be focused on techniques that facilitate behavior change, encourage interaction and
discussion, and lead to a more collaborative safety environment.
3.Leverage Existing Communication Channels: Cohesive messaging that will leverage existing programs,
trainings, subject matter expertise, and one-on-one interactions to impact how safety programs are
implemented in the City.
SECTION 3: Overview
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INVITATION TO BID: City of Denton
CONTINUITY PLANNING & EMERGENCY PREPAREDNESS
1.Establish Planning Teams: Enhance existing life safety and response planning through the development of
interdisciplinary planning teams.
2.Facilitate Continuity Planning: Reduce the impact of disruptive events by minimizing downtime, reducing
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3.Emergency Response Exercises: Regularly conduct exercises for each of the departments and emergency
responders to inform, challenge, and test response and continuity plans.
SECTION 3: Overview
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INVITATION TO BID: City of Denton
SECTION: 4
Business
Operations
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INVITATION TO BID: City of Denton
SECTION 4: BusinessOperations
Hiring Process
In support of Rizikon’s commitment to building a partnership with
the City of Denton, it would be our intent of introducing each of the
candidates to key city staff, allowing you the opportunity to participate
in the hiring process. This includes, but not limited to the City of
Denton HR Director, Director of Risk Management andthe
Executive Staff.
ONSITE PERSONELL
Based on the size of the City, the number of departments that exist, the wide
ranging skillset of the of workforce, the signiicant undertaking of launching
a new safety program, and in meeting the ive goals (KPl's) of the City
Leadership et al, we would like to present the followingproposal:
Rizikon will staff the four positions which would comprise the City of Denton
Safety Department.
Furthermore, Rizikon will collaborate and coordinate with DME Leadership in
the use of the two DME safety personell. The mutual goal being the safety of
the City employees.
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INVITATION TO BID: City of Denton
PROPOSED ORGANIZATIONAL CHART
ASSISTANT CITY MANAGER
Sara Hensley
SAFETY SPECIALIST
COMMUNITY SERVICES
& PUBLIC WORKS
SAFETY PROGRAM
SUPERVISOR - DME
SAFETY & TRAINING
SPECIALIST - DME
SAFETY TRAINING
COORDINATOR
SAFETY SPECIALIST
WATER, WASTEWATER &
SOLID WASTE
LEADERSHIP STAFF
SECTION 4: BusinessOperations
WORFORCE LEVELING: With the City’s approval, Rizikon may utilize off-site
employees to augment the onsite staff if determined to be more cost effective to the
city. Such off-site staff shall be under the direction of the Director and shall be
utilized as deemed appropriate to prosecute the Task Plan in the most cost-effective
manner. In the event that workload demand requires, Rizikon shall recommend
additional on-site personnel to the City if needed to accomplish items in the
approved Task Plan.
DIRECTOR OF SAFETY
TBD
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INVITATION TO BID: City of Denton
BREAKDOWN OFDUTIES3*;*,0/45"''&%
SAFETY DIRECTOR
• Safety Department
• Safety Program Development, Implementation &
Oversight
SECTION 4: BusinessOperations
SAFETY TRAINING
COORDINATOR
• Liaison with Police & Fire Training Coordinators
• All other Departments
SAFETY SPECIALIST
WATER, WASTE WATER
& SOLID WASTE
• Water Distribution
• Water Metering
• Water Production
• Wastewater Collections
• Wastewater Field Services
• Water Lab
• Water Reclamation
• Industrial Pre-treatment
• Solid Waste
•Drainage
• Vehicle Wash Facilities
• Renewable Facilities
SAFETY SPECIALIST
COMMUNITY
SERVICES & PUBLIC
WORKS
• Streets
• Traffic
• Facilities
• Technology Services
• Warehouse
• Building Inspections
• Animal Services
•Airport
• Fleet
• Library
• Community Improvement Services
• Parks & Recreation
• Liaison – Fire Department. Safety Officer
• Liaison – Police Dept. Safety Officer
• Stand-in for Safety Director
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INVITATION TO BID: City of Denton
BREAKDOWN OF DUTIES – COLLABORATION BETWEEN DME & RIZIKON
THE CONTRACT MODEL WOULD BE AS FOLLOWS:
•TThe contract period | Three years, with two 1-year options. The
option years are fully at the discretion of the City.
•IIncorporation Option | At the conclusion of each term period, the City
has the option to assimilate the Rizikon staff assigned to the City of
Denton, into its own workforce. In the event that the City chooses to
acquire the team, there is a fee which equates to 2% of the value of the
contract.
•WWorkforce Balance Option | At the conclusion of each term period, the
City has the right to increase or decrease the size of the safety staff
workforce.
SECTION 4: BusinessOperations
• Administration
• Power Supply Administration
• Energy Management
• Energy Services
•Regulatory &Risk
• Energy Center
SAFETY PROGRAM
SUPERVISOR - DME
• Operations & Maintenance
• System Operations
• Distribution
• Substations
• Engineering
• Meter Operations
• Communications
• DME Contractors
• DME Vendors
• Administration
• Energy Management
• Operations & Maintenance
SAFETY & TRAINING
• System Operations
• Distribution
SPECIALIST - DME • Substations
• Engineering
• Meter Operations
• DME Contractors
• DME Vendors
To help manage costs to the City, Rizikon understands they may utilize the DME safety employees
to augment the contractor staff to the extent they have the time available to provide needed
assistance. Rizikon further understands that it shall coordinate specific assignments to the DME
safety specialist with DME management.
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INVITATION TO BID: City of Denton
VENDOR’S INTERIM ON-SITE DIRECTOR
Rizikon is committed to ensuring that the needs of the City of Denton
are best served. Should Rizikon be chosen for the Safety Services
contract, Eric Waidelich will perform the duties of On-Site Director
on an interim basis, until such time that the permanent On-Site Safety
Director candidate is approved by the City, hired by Rizikon and
officially on-boarded into the position.
Eric Waidelich will then assume the duties of Senior Account Manager,
and will remain actively involved in our service to the City of Denton,
to include the hiring process of the other Safety Services Team
member positions.
COST STRUCTURE
Our largest base of clientele are governmental entities. As a result,
we understand the importance of transparency. Should the City deem
it prudent or necessary, Rizikon is supportive of having this proposal
viewed by any person or party, both private and public. We are proud
of the quality of service we provide and the value we bring to
our clients.
We have included a schedule which provides our actual costs based
on the average salary for the various positions sought by the City of
Denton. The salaries by position are industry averages and should
not be recognized as the actual proposed amounts. The base pay for
these positions may be slightly higher or lower, dependent upon local
market factors. As part of the Rizikon Safety Team staffing-up process
for this project, the City of Denton shall have the opportunity to meet
the candidate, will be aware of each intended hire and the base pay
associated with that individual.
SECTION 4: Business Operations
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INVITATION TO BID: City of Denton
SECTION 4: BusinessOperations
The proposal includes a twenty-seven and one half percent (27.5%)
margin to account for in-direct costs not otherwise specified in the
document with the remainder being recognized as profit. Examples
of “not otherwise specified” expenses includes safety team members
receiving further professional development, specialized training
and/or certification, additional personal protective equipment, and
additional technology based devices or services. Historically speaking,
we anticipate that these types of expenses account for approximately
seven and one half percent (7.5%) of the value of a project.
RIZIKON SAFETY PROFESSIONAL STAFFING WAGE SCALE MODEL
DESCRIPTION SPECIALIST 1 SPECIALIST 2 DIRECTOR
Base Wage $75,000 $85,000 $105,000
Social Security, Medicare, FUTA,
Unemployment and Life Insurance (50k)$6,357.60 $7,122.60 $8,652.60
Employer Cost of Benefits
(Medical, Dental and Vision)
$15,999.12 $15,999.12 $15,999.12
Employer Operational Support Expense
(HR, payroll, benefits management, IT,
cellular, EAP, PTO, personal protective
equipment, boots, project management, etc.)
$6,740 $6,740 $6,740
Company Incurred Hard Costs $104,096.72 $114,861.72 $136,391.72
Indirect Costs & Profit Margin 27.5% 27.5% 27.5%
Annual Fee By Skill Level $132,723.32 $146,448.69 $173.899.44
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(888) 298-9043
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Exhibit C
INSURANCE REQUIREMENTS AND
WORKERS’ COMPENSATION REQUIREMENTS
Upon contract execution, all insurance requirements shall become contractual obligations, which
the successful contractor shall have a duty to maintain throughout the course of this contract.
STANDARD PROVISIONS:
Without limiting any of the other obligations or liabilities of the Contractor, the Contractor
shall provide and maintain until the contracted work has been completed and accepted by
the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter.
Contractor shall file with the Purchasing Department satisfactory certificates of insurance
including any applicable addendum or endorsements, containing the contract number and
title of the project. Contractor may, upon written request to the Purchasing Department,
ask for clarification of any insurance requirements at any time; however, Contractor shall
not commence any work or deliver any material until he or she receives notification that
the contract has been accepted, approved, and signed by the City of Denton.
All insurance policies proposed or obtained in satisfaction of these requirements shall
comply with the following general specifications, and shall be maintained in compliance
with these general specifications throughout the duration of the Contract, or longer, if so
noted:
x Each policy shall be issued by a company authorized to do business in the State of Texas
with an A.M. Best Company rating of at least A or better.
x Any deductibles or self-insured retentions shall be declared in the proposal. If requested
by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions
with respect to the City, its officials, agents, employees and volunteers; or, the contractor
shall procure a bond guaranteeing payment of losses and related investigations, claim
administration and defense expenses.
x Liability policies shall be endorsed to provide the following:
Name as Additional Insured the City of Denton, its Officials, Agents, Employees
and volunteers.
That such insurance is primary to any other insurance available to the Additional
Insured with respect to claims covered under the policy and that this insurance
applies separately to each insured against whom claim is made or suit is brought.
The inclusion of more than one insured shall not operate to increase the insurer's
limit of liability.
Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents,
employees, and volunteers.
x Cancellation: City requires 30 day written notice should any of the policies
described on the certificate be cancelled or materially changed before the
expiration date.
x Should any of the required insurance be provided under a claims made form, Contractor
shall maintain such coverage continuously throughout the term of this contract and,
without lapse, for a period of three years beyond the contract expiration, such that
occurrences arising during the contract term which give rise to claims made after
expiration of the contract shall be covered.
x Should any of the required insurance be provided under a form of coverage that includes
a general annual aggregate limit providing for claims investigation or legal defense costs
to be included in the general annual aggregate limit, the Contractor shall either double the
occurrence limits or obtain Owners and Contractors Protective Liability Insurance.
x Should any required insurance lapse during the contract term, requests for payments
originating after such lapse shall not be processed until the City receives satisfactory
evidence of reinstated coverage as required by this contract, effective as of the lapse date.
If insurance is not reinstated, City may, at its sole option, terminate this agreement
effective on the date of the lapse.
SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS:
All insurance policies proposed or obtained in satisfaction of this Contract shall
additionally comply with the following marked specifications, and shall be maintained in
compliance with these additional specifications throughout the duration of the Contract,
or longer, if so noted:
[X] A. General Liability Insurance:
General Liability insurance with combined single limits of not less than $1,000,000.00
shall be provided and maintained by the Contractor. The policy shall be written on an
occurrence basis either in a single policy or in a combination of underlying and
umbrella or excess policies.
If the Commercial General Liability form (ISO Form CG 0001 current edition) is used:
x Coverage A shall include premises, operations, products, and completed
operations, independent contractors, contractual liability covering this
contract and broad form property damage coverage.
x Coverage B shall include personal injury.
x Coverage C, medical payments, is not required.
If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition
and ISO Form GL 0404) is used, it shall include at least:
x Bodily injury and Property Damage Liability for premises, operations, products
and completed operations, independent contractors and property damage
resulting from explosion, collapse or underground (XCU) exposures.
x Broad form contractual liability (preferably by endorsement) covering this
contract, personal injury liability and broad form property damage liability.
[X] Automobile Liability Insurance:
Contractor shall provide Commercial Automobile Liability insurance with Combined Single
Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic
and umbrella or excess policies. The policy will include bodily injury and property damage
liability arising out of the operation, maintenance and use of all automobiles and mobile
equipment used in conjunction with this contract.
Satisfaction of the above requirement shall be in the form of a policy endorsement for:
x any auto, or
x all owned hired and non-owned autos.
[X] Workers’ Compensation Insurance
Contractor shall purchase and maintain Workers’ Compensation insurance which, in
addition to meeting the minimum statutory requirements for issuance of such insurance,
has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each
employee, and a $500,000 policy limit for occupational disease. The City need not be
named as an "Additional Insured" but the insurer shall agree to waive all rights of
subrogation against the City, its officials, agents, employees and volunteers for any work
performed for the City by the Named Insured. For building or construction projects, the
Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096
of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers’ Compensation
Commission (TWCC).
[ ] Owner's and Contractor's Protective Liability Insurance
The Contractor shall obtain, pay for and maintain at all times during the prosecution of the
work under this contract, an Owner's and Contractor's Protective Liability insurance policy
naming the City as insured for property damage and bodily injury which may arise in the
prosecution of the work or Contractor's operations under this contract. Coverage shall be
on an “occurrence" basis and the policy shall be issued by the same insurance company
that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00
combined bodily injury and property damage per occurrence with a $1,000,000.00
aggregate.
[ ] Fire Damage Legal Liability Insurance
Coverage is required if Broad form General Liability is not provided or is unavailable to the
contractor or if a contractor leases or rents a portion of a City building. Limits of not less
than each occurrence are required.
[ ] Professional Liability Insurance
Professional liability insurance with limits not less than $1,000,000.00 per claim with
respect to negligent acts, errors or omissions in connection with professional services is
required under this Agreement.
[ ] Builders' Risk Insurance
Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be
provided. Such policy shall include as "Named Insured" the City of Denton and all
subcontractors as their interests may appear.
[ ] Environmental Liability Insurance
Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this
contract.
[ ] Riggers Insurance
The Contractor shall provide coverage for Rigger’s Liability. Said coverage may be
provided by a Rigger’s Liability endorsement on the existing CGL coverage; through and
Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11,
Rigger’s Liability Coverage form. Said coverage shall mirror the limits provided by the
CGL coverage
[ ] Commercial Crime
Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside
the premises, burglary of the premises, and employee fidelity. The employee fidelity
portion of this coverage should be written on a “blanket” basis to cover all employees,
including new hires. This type insurance should be required if the contractor has access
to City funds. Limits of not less than $ each occurrence are required.
[ ] Additional Insurance
Other insurance may be required on an individual basis for extra hazardous contracts and
specific service agreements. If such additional insurance is required for a specific
contract, that requirement will be described in the "Specific Conditions" of the contract
specifications.
ATTACHMENT 1
[] Workers’ Compensation Coverage for Building or Construction Projects for
Governmental Entities
A. Definitions:
Certificate of coverage ("certificate")-A copy of a certificate of insurance, a
certificate of authority to self-insure issued by the commission, or a coverage
agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory
workers' compensation insurance coverage for the person's or entity's
employees providing services on a project, for the duration of the project.
Duration of the project - includes the time from the beginning of the work on
the project until the contractor's/person's work on the project has been
completed and accepted by the governmental entity.
Persons providing services on the project ("subcontractor" in §406.096) -
includes all persons or entities performing all or part of the services the
contractor has undertaken to perform on the project, regardless of whether
that person contracted directly with the contractor and regardless of whether
that person has employees. This includes, without limitation, independent
contractors, subcontractors, leasing companies, motor carriers, owner-
operators, employees of any such entity, or employees of any entity which
furnishes persons to provide services on the project. "Services" include,
without limitation, providing, hauling, or delivering equipment or materials, or
providing labor, transportation, or other service related to a project. "Services"
does not include activities unrelated to the project, such as food/beverage
vendors, office supply deliveries, and delivery of portable toilets.
B. The contractor shall provide coverage, based on proper reporting of
classification codes and payroll amounts and filing of any overage
agreements, which meets the statutory requirements of Texas Labor Code,
Section 401.011(44) for all employees of the Contractor providing services on
the project, for the duration of the project.
C. The Contractor must provide a certificate of coverage to the governmental
entity prior to being awarded the contract.
D. If the coverage period shown on the contractor's current certificate of coverage
ends during the duration of the project, the contractor must, prior to the end of
the coverage period, file a new certificate of coverage with the governmental
entity showing that coverage has been extended.
E. The contractor shall obtain from each person providing services on a project,
and provide to the governmental entity:
1. a certificate of coverage, prior to that person beginning work on the
project, so the governmental entity will have on file certificates of
coverage showing coverage for all persons providing services on the
project; and
2. no later than seven days after receipt by the contractor, a new certificate
of coverage showing extension of coverage, if the coverage period
shown on the current certificate of coverage ends during the duration of
the project.
F. The contractor shall retain all required certificates of coverage for the duration
of the project and for one year thereafter.
G. The contractor shall notify the governmental entity in writing by certified mail
or personal delivery, within 10 days after the contractor knew or should have
known, of any change that materially affects the provision of coverage of any
person providing services on the project.
H. The contractor shall post on each project site a notice, in the text, form and
manner prescribed by the Texas Workers' Compensation Commission,
informing all persons providing services on the project that they are required
to be covered, and stating how a person may verify coverage and report lack
of coverage.
I. The contractor shall contractually require each person with whom it contracts
to provide services on a project, to:
1. provide coverage, based on proper reporting of classification codes and
payroll amounts and filing of any coverage agreements, which meets the
statutory requirements of Texas Labor Code, Section 401.011(44) for all of
its employees providing services on the project, for the duration of the
project;
2. provide to the contractor, prior to that person beginning work on the project,
a certificate of coverage showing that coverage is being provided for all
employees of the person providing services on the project, for the duration
of the project;
3. provide the contractor, prior to the end of the coverage period, a new
certificate of coverage showing extension of coverage, if the coverage
period shown on the current certificate of coverage ends during the duration
of the project;
4. obtain from each other person with whom it contracts, and provide to the
contractor:
a. a certificate of coverage, prior to the other person beginning work on the
project; and
b. a new certificate of coverage showing extension of coverage, prior to the
end of the coverage period, if the coverage period shown on the current
certificate of coverage ends during the duration of the project;
5. retain all required certificates of coverage on file for the duration of the
project and for one year thereafter;
6. notify the governmental entity in writing by certified mail or personal
delivery, within 10 days after the person knew or should have known, of any
change that materially affects the provision of coverage of any person
providing services on the project; and
7. Contractually require each person with whom it contracts, to perform as
required by paragraphs (1) - (7), with the certificates of coverage to be
provided to the person for whom they are providing services.
J. By signing this contract or providing or causing to be provided a certificate of
coverage, the contractor is representing to the governmental entity that all
employees of the contractor who will provide services on the project will be
covered by workers' compensation coverage for the duration of the project,
that the coverage will be based on proper reporting of classification codes and
payroll amounts, and that all coverage agreements will be filed with the
appropriate insurance carrier or, in the case of a self-insured, with the
commission's Division of Self-Insurance Regulation. Providing false or
misleading information may subject the contractor to administrative penalties,
criminal penalties, civil penalties, or other civil actions.
K. The contractor’s failure to comply with any of these provisions is a breach of
contract by the contractor which entitles the governmental entity to declare the
contract void if the contractor does not remedy the breach within ten days after
receipt of notice of breach from the governmental entity.
Exhibit
CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ
For vendor or other person doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session.
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as
defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a).
By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after
the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a
misdemeanor.
1 Name of vendor who has a business relationship with local governmental entity.
2
Check this box if you are filing an update to a previously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business
day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.)
3 Name of local government officer about whom the information in this section is being disclosed.
Name of Officer
This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship
as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary.
A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor?
Yes No
B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer
named in this section AND the taxable income is not received from the local governmental entity?
Yes No
C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an
officer or director, or holds an ownership of one percent or more?
Yes No
D. Describe each employment or business and family relationship with the local government officer named in this section.
4
I have no Conflict of Interest to disclose.
5
Signature of vendor doing business with the governmental entity Date
Certificate Of Completion
Envelope Id: D51E94DF025443A088A60852A588BFBB Status: Completed
Subject: Please DocuSign: City Council Contract 7353 Safety Services
Source Envelope:
Document Pages: 48 Signatures: 6 Envelope Originator:
Certificate Pages: 6 Initials: 1 Cori Power
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
cori.power@cityofdenton.com
IP Address: 198.49.140.10
Record Tracking
Status: Original
6/26/2020 8:09:39 AM
Holder: Cori Power
cori.power@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Cori Power
cori.power@cityofdenton.com
Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.10
Sent: 6/26/2020 12:02:26 PM
Viewed: 6/26/2020 12:02:37 PM
Signed: 6/26/2020 12:04:37 PM
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: 198.49.140.10
Sent: 6/26/2020 12:04:40 PM
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Mack Reinwand
mack.reinwand@cityofdenton.com
City of Denton
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Sent: 6/26/2020 1:44:11 PM
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Ryan Churella
rchurella@compone.net
Vice President of Operations
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Sent: 6/30/2020 2:49:37 PM
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Signed: 7/1/2020 11:14:46 AM
Electronic Record and Signature Disclosure:
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ID: ce16b63f-9f39-4c43-ac9d-30eaf43fe82d
Signer Events Signature Timestamp
Sara Hensley
sara.hensley@cityofdenton.com
Assistant City Manager
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Sent: 7/1/2020 11:14:50 AM
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Electronic Record and Signature Disclosure:
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ID: 9b2df0fe-6a0c-4880-bb03-8199abdab6f2
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: 7/1/2020 11:19:54 AM
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Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Todd Hileman
Todd.Hileman@cityofdenton.com
City Manager
City of Denton
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(None)
Signature Adoption: Pre-selected Style
Using IP Address: 47.186.196.49
Sent: 7/22/2020 9:09:17 AM
Viewed: 7/22/2020 9:14:11 AM
Signed: 7/22/2020 9:14:17 AM
Electronic Record and Signature Disclosure:
Accepted: 7/25/2017 11:02:14 AM
ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21
Rosa Rios
rosa.rios@cityofdenton.com
City Secretary
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(None)Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.104
Sent: 7/22/2020 9:14:20 AM
Viewed: 7/22/2020 12:39:38 PM
Signed: 7/22/2020 12:40:21 PM
Electronic Record and Signature Disclosure:
Accepted: 7/22/2020 12:39:38 PM
ID: abae032b-50a5-4e6e-8927-3714e24d0906
In Ierson Signer Events Signature Timestamp
Editor DeliverI Events Status Timestamp
Igent DeliverI Events Status Timestamp
IntermediarI DeliverI Events Status Timestamp
Certified DeliverI Events Status Timestamp
CarIon CopI Events Status Timestamp
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 6/26/2020 12:04:40 PM
Electronic Record and Signature Disclosure:
CarIon CopI Events Status Timestamp
Not Offered via DocuSign
Sherri Thurman
sherri.thurman@cityofdenton.com
City of Denton
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(None)
Sent: 7/1/2020 11:19:54 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Zolaina Parker
Zolaina.Parker@cityofdenton.com
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 7/22/2020 12:40:25 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Sara Hensley
sara.hensley@cityofdenton.com
Assistant City Manager
Security Level: Email, Account Authentication
(None)
Sent: 7/22/2020 12:40:26 PM
Electronic Record and Signature Disclosure:
Accepted: 7/1/2020 11:19:09 AM
ID: 9b2df0fe-6a0c-4880-bb03-8199abdab6f2
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 7/22/2020 12:40:27 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Iitness Events Signature Timestamp
IotarI Events Signature Timestamp
Envelope SummarI Events Status Timestamps
Envelope Sent Hashed/Encrypted 7/22/2020 12:40:27 PM
Certified Delivered Security Checked 7/22/2020 12:40:27 PM
Signing Complete Security Checked 7/22/2020 12:40:27 PM
Completed Security Checked 7/22/2020 12:40:27 PM
IaIment Events Status Timestamps
Electronic Record and Signature Disclosure
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