Loading...
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 Page 1 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' Page 2 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. Page 3 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, Page 4 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. Page 5 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. Page 6 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 / Page 7