1995-250AN ORDINANCE ACCEPTING A COMPETITIVE SEALED PROPOSAL AND AWARDING
A CONTRACT FOR THE PURCHASE OF MATERIALS, EQUIPMENT, SUPPLIES OR
SERVICES; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFORE; AND
PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the City has solicited, received and negotiated
competitive sealed proposals for the purchase of necessary
materials, equipment, supplies or services in accordance with the
procedures of state law and City ordinances; and
WHEREAS, the City Manager or a designated employee has
reviewed and recommended that the herein described proposals are
the best responsible proposals for the materials, equipment,
supplies or services as shown in the "Proposals" submitted
therefor; and
WHEREAS, the City Council has provided in the City Budget for
the appropriation of funds to be used for the purchase of the
materials, equipment, supplies or services approved and accepted
herein; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION I. That the numbered items in the following numbered
bids for materials, equipment, supplies, or services, shown in the
"Proposals" attached hereto, are hereby accepted and approved as
being the best responsible proposal for such items:
RFSP ITEM
NUMBER NO. VENDOR AMOUNT
1810 ALL DENTON COMMUNITY HOSPITAL $ 23,400.00
SECTION II. That by the acceptance and approval of the above
numbered items of the submitted proposals, the City accepts the
offer of the persons submitting the proposals for such items and
agrees to purchase the materials, equipment, supplies or services
in accordance with the terms, specifications, standards, quantities
~d for the specified sums contained in the Invitations, Request
for Proposals, supplier proposals and related documents.
SECTION III. That should the City and persons submitting
approved and accepted items and of the submitted proposals wish to
enter into a formal written agreement as a result of the
acceptance, approval, and awarding of the proposal, the City
Manager or his designated representative is hereby authorized to
execute the written contract which shall be attached hereto;
provided that the written contract is in accordance with the terms,
conditions, specifications, standards, quantities and specified
sums contained in the final negotiated response to the City's
Request for Proposal and related documents herein approved and
accepted.
SECTION IV. That by the acceptance and approval of the above
numbered items of the submitted proposals, the City Council hereby
authorizes the expenditure of funds therefor in the amount and in
accordance with the approved proposal or pursuant to a written
contract made pursuant thereto as authorized herein.
SECTION V. That this ordinance shall become effective
immediately upon its passage and approval.
PASSED AND APPROVED this /~day of ~~ , 1995.
BOB C~A~LEBE~Y, ~AY~ ~
ATTEST:
JENNIFER WALTERS, CIT~ SECRETARY
/
AP~OVED AS TO LEGAL FORM:
HERBERT L. PROUTY, CITY ATTORNEY
STATE OF TEXAS §
COUNTY OF DENTON §
PROFESSIONAL SERVICES CONTRACT
THIS CONTRACT, made and entered into by and between HCA Health
Services of Texas, Inc. d/b/a Denton Community Hospital, a sub-
sidiary of Columbia/HCA Healthcare Corporation, hereinafter refer-
red to as the "Contractor" and the City of Denton, Texas, a Texas
Municipal Corporation, hereinafter referred to as the "City," shall
become effective on the date of the last signature of any of the
parties hereto.
WHEREAS, for and in consideration of the payments and mutual
covenants contained herein, and for other good and valuable
consideration, the parties agree as follows:
A. SCOPE OF SERVICES. The Contractor shall perform profes-
sional services as an independent contractor not under the direct
supervision and control of the City in accordance with this Profes-
sional Services Contract, the City's Human Resources Department's
"Request for Proposals," and the Contractor's bid proposal, titled
Part-Time Occupational Health Nursing Services dated November 2,
1995 (Contractor's Bid Proposal). Each of these documents are made
a part hereof by reference. A copy of each document except for the
Contractor's bid proposal is attached. A copy of the Contractor's
bid proposal is kept on file in the administrative offices of the
Human Resources Department. To the extent there is any conflict or
ambiguity between these documents, this Contract shall control.
The Contractor shall provide the following requested health
screening services:
1. Administer the City's random drug and alcohol testing to
include compliance with Department of Transportation
Regulations. Schedule and coordinate approximately
900 random tests for drugs and alcohol; serves as Breath
Alcohol tester.
2. Assist in coordinating and administering the Employee
Wellness Program, including coordinating, administering,
and follow-up on Health Risk Appraisals for employees.
Conduct Health and Wellness education programs for
employees.
3. Coordinate and administer an Employee On-the-Job Injury
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Prevention Program; counsel employees on work-related
injuries and illnesses, and refer for medical assistance,
if appropriate.
4. Act as liaison between the City and physicians, physical
therapists, and employees on adequacy and necessity of
medical treatment.
5. Provide recommendations on compliance with Americans With
Disabilities Act; assist in making reasonable accommoda-
tions, if any, and interface with physicians to determine
medical adaptations of the job.
6. To consult with the City's Director of Human Resources
regarding any and all aspects of the professional
services to be performed hereunder.
7. Perform all those services included in the City's Request
for Proposals and the Contractor's Bid Proposal provided,
if there is any conflict between the terms and conditions
of this contract and the Request for Proposals, and the
Contractor's Bid Proposal, the terms and conditions of
this contract shall govern over the Request for Proposal
and the Bid Proposal, and the Request for Proposal shall
govern over the Bid Proposal.
B. The Contractor shall perform all services required in a
timely fashion and shall complete same in compliance with schedules
established by the City through the City Manager as appropriate to
carry out the terms and conditions of this Agreement.
II.
COMPENSATION. The City shall compensate the Contractor sub-
ject to the terms and conditions of this Contract in the amount of
$30.00 per hour. All other services will be provided at no charge.
Nothing herein shall require the City to pay for services which are
not performed in accordance with the terms and conditions of this
contract.
III.
TERM. The term of this Contract shall commence on the 1st day
of January, 1996 and continue until the 31st day of December, 1996.
Contractor agrees that the City may, at its option, extend the
terms and conditions of this Contract for two successive twelve
month terms if the City's City Manager, and/or his/her designee in
accordance with section XVII, and Contractor agree that Contrac-
tor's prices for the services described herein do not increase more
than 15% for each term. This Contract may be terminated at any
time, with or without cause, by either party upon thirty (30) days'
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written notice to the other.
IV.
LAWS AND ORDINANCES. The Contractor shall at all times ob-
serve and comply with all Federal, State, and local laws, ordinanc-
es, and regulations which in any manner affect the Contract or the
work. The Contractor agrees to pay all expenses including but not
limited to attorney's fees, and to satisfy all judgments which may
be incurred or rendered against the Contractor or City.
Vo
ASSIGNMENT AND PROFESSIONAL COMPETENCY.
A. The Contractor further agrees that it will retain
personnel to control, and will give its personal atten-
tion to fulfillment of this Contract, and that it will
not assign by Power of Attorney, or otherwise, or sublet
said Contract without the written consent of the City,
and that no part or feature of the work will be sublet to
anyone objectionable to the City. The Contractor further
agrees that the subletting of any portion or feature of
the work or materials required in the performance of this
Contract shall not relieve the Contractor from its full
obligations to the City as provided by this Contract.
B. The Contractor agrees that in the performance of these
professional services, Contractor shall be responsible to
the level of competency and shall use the same degree of
skill and care presently maintained by other practicing
professionals performing the same or similar types of
work in Texas. For the purpose of this agreement, the
key person who will be performing most of the work
hereunder shall be or a competent member of Contractor's
firm who will perform these services. However, nothing
herein shall limit Contractor from using other qualified
and competent members of their firm to perform these
services.
C. In the event of any litigation or claim under this agree-
ment in which Contractor is joined as a party, Contractor
shall provide suitable counsel to defend City and Con-
tractor against such claims.
D. NothinG herein constitutes a waiver of any rights or
remedies the City may have to pursue under either law or
equity, including without limitation a cause of action
for specific performance or for damages for a loss to the
City due to Contractor's negligent errors or omissions or
breach of contract. Nothing herein shall Grant any
rights to third persons who are not a party to this
contract.
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VI.
INDEMNIFICATION. The Contractor shall defend, indemnify, and
hold harmless the City and its officers, agents, and employees from
and against all damages, claims, losses, demands, liability, suits,
jud~unents and costs, including reasonable attorney's fees and
expenses arising out of or resulting from the performance of the
work, provided that any such damages, claims, losses, demands,
suits, judgments costs or expenses:
A. Are attributable to bodily injury, sickness, disease,
death, or injury to or destruction of tangible property
including the loss of use resulting therefrom; and
B. Are caused in whole or in part by any negligent act or
omission of the Contractor or anyone directly or indi-
rectly employed by Contractor or anyone for those acts
any of them may be liable, regardless of whether or not
it is caused in part by a party indemnified hereunder.
C. Nothing herein shall make Contractor liable for the
negligent acts of the City, its officers, agents, and
employees.
vii.
INSURANCE. Without limiting any other obligations or lia-
bilities of the Contractor, the Contractor and each subcontractor,
at their own expense shall, during the term of this Contract,
purchase and maintain the hereinafter stipulated minimum medical
malpractice insurance with companies duly licensed to do business
within the State of Texas and rated A- or better by A.M. Best
approved to do business in Texas by the State Insurance Commission.
Certificates of each policy, together with a statement by the
issuing company that said policy shall not be canceled or chanHed
without thirty (30) days prior notice being given to the City of
Denton, shall be delivered to the City of Denton before the subject
of this Contract commences. The limits of this policy shall be a
minimum of $1,000,000. Such policy shall also name the City as an
additional insured. The Contractor shall provide a copy of the
policy to the City through its City Manager simultaneously with the
execution of this Agreement.
VIII.
HINDRANCES AND DELAYS. No claims shall be made by the Con-
tractor for damages resulting from hindrances or delays from any
cause during the progress of any portion of the work embraced in
this Contract.
IX.
NOTICE. Any notice or other written instrument required or
permitted to be delivered under the terms of this Contract shall be
deemed to have been delivered, whether actually received or not,
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when deposited in the United States mail, postage prepaid,
registered or certified, return receipt requested, addressed to
Contractor or City, as the case may be, at the following addresses:
CITY CONTRACTOR
City of Denton, Texas Denton Community Hospital
ATTN: City Manager ATTN: Diane Antwine, BSN, RN
215 E. McKinney 207 N. Bonnie Brae
Denton, TX 76201 Denton, TX 76201
Either party may change its mailing address by sending notice of
change of address to the other at the above address by certified
mail, return receipt requested.
X.
RECORDS. Full and accurate records shall be maintained by the
Contractor at its place of business with respect to all matters
covered by this Agreement. Such records shall be maintained for a
period of at least three (3) years after receipt of final payment
under this Agreement.
XI.
AUDITS AND INSPECTION. At any time during normal business
hours and upon reasonable notice to the Contractor, there shall be
made available to the City all of the Contractor's records with
respect to all matters covered by this Agreement. The Contractor
shall permit the City to audit, examine, and make excerpts or
transcripts from such records, and to make audits of contracts,
invoices, and materials, and other data relating to all matters
covered by this Agreement. All of the foregoing shall be subject
to all legal restrictions and requirements pertaining to patient
confidentiality, to the extent that the City may keep such records
confidential consistent with chapter 552 of the Texas Government
Code, the Texas Open Records Act.
XII.
THIS CONTRACT SHALL BE BINDING UPON THE PARTIES HERETO, their
successors, heirs, personal representatives, and assigns.
XIII.
PAYMENT OF INVOICES.
A. The Contractor shall bill the City through the submission
of invoices, statements, and other documentation,
together with support data indicating the progress of the
work and services performed on the basis of monthly
statements showing hourly rates indicating who performed
the work, what type of work was done, and the details of
full services rendered.
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B. Normal payment terms are net thirty (30) days from the
invoice receipt date and upon satisfactory completion of
services, unless otherwise identified by the vendor and
accepted by the City. A minimum of ten (10) days is
normally required to process all payments. All checks
are mailed to the vendor and may not be picked up.
XIV.
TERMINATION OF AGREEMENT.
A. In addition to termination without cause under Section
III "Term" hereunder, this Agreement may be terminated in
whole or in part in writing, by either party in the event
of substantial failure by the other party to fulfill its
obligations under this Agreement through no fault of the
terminating party. Provided, however, that no termina-
tion may be affected unless the other party is given (1)
written notice of intent to terminate, and not less than
fifteen (15) calendar days to use the failure; and, (2)
an opportunity for consultation with the terminating
party prior to termination.
B. Upon written notice of termination under this Section or
Section III, Contractor shall immediately cease all work
and shall invoice the City for all work satisfactorily
completed and shall be compensated in accordance with the
terms of this agreement.
XV.
DISCRIMINATION PROHIBITED. In performing the services
required hereunder, the Contractor shall not discriminate against
any person on the basis of race, color, religion, sex, national
origin or ancestry, age or physical handicap.
XVI.
GOVERNING LAW OF VENUE. This Agreement is entered into by the
City and County of Denton, State of Texas, and shall be governed by
the laws of the State of Texas. Venue and jurisdiction of any suit
or cause of action arising under or in connection with this
Agreement shall be exclusively in a court of competent jurisdiction
setting in Denton County.
XVII.
CAPTIONS. The captions of this Agreement are for information-
al purposes only and shall not in any way affect the substantive
terms or conditions of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Contract in
the year and day as set forth above.
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CITY OF D~NT~, TEXAS
MAYOR OR CITY MANAGER
HCA HEALTH SERVICES D/B/A
DENTON COMMUNITY HOSPITAL
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM:
HERBERT L. PROUTY, CITY ATTORNEY
The Director of Human Resources or h±s/her des±ghee is hereby
authorized to execute the terms and conditions of this contract.
APPROVED AS TO FORM:
CITY ATTORNEY /
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