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2015-288ORDINANCE NO. 2015-288 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS, AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT FOR PHYSICAL ASSESSMENT SERVICES FOR THE CITY OF DENTON FIRE DEPARTMENT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 5292—AWARDED TO HUGULEY ASSESSMENT CENTER 1N THE THREE (3) YEAR NOT-TO-EXCEED AMOUNT OF $347,040). WHEREAS, the professional services provider (the "Provider) mentioned in this ordinance is being selected as the most highly qualified on the basis of its demonstrated competence and qualifications to perform the proposed professional services; and WHEREAS, the fees under the proposed contract are fair and reasonable and are consistent with and not higher than the recommended practices and fees published by the professional associations applicable to the Provider's profession and such fees do not exceed the maximum provided by law; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager is hereby authorized to enter into a professional service contract with Huguley Assessment Center to provide annual physicals for civil service Fire Department personnel for the City of Denton, a copy of which is attached hereto and incorporated by reference herein. SECTION 2. The City Manager is authorized to expend funds as required by the attached contract. SECTIONm3. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under File 5292 to the City Manager of the City of Denton, Texas, or his designee. SECTION 4. The findings in the preamble of this ordinance are incorporated herein by reference. SECTION 5. This ordinance shall become effective immediately upon its passage and approval. PAS SED AND APPROVED this the ,�� day of ,.. �� m� �� �" �...r,� ,R 2015. �"� �,�� �� �, �µ,� �'� �,,��f� ......��.� ...................,_m,�_____ :..._.............�.�.....................................__________- CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY � * , BY.�. ��'� � � , � .� APP�� � ��L� ,�w:�� 1'�:� LEGAL FORM: ANITA BURGESS, CITY ATTORNEY ,.� � t � ;: �„� �,.�w � � �� � � ��� � � � • �µ �� � °�,. ,����. .��, .�.� .. � ��,,� � �� �� .��w � �:�-�. DocuSign Envelope ID: 79F58820-2E2B-48D7-9EF0-FD4A710787E8 PROFESSIONAL SERVICES AGREEMENT FOR DENTON FIREFIGHTERS ANNUAL PHYSICAL ASSESSMENTS STATE OF TEXAS § COUNTY OF DENTON § September 15th, 2015 THIS 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 Huguley Assessment Center, with its corporate office at 11801 South Freeway, Suite 128, Fort Worth, Texas 76115, hereinafter called "CONSLTLTANT," acting herein, by and through their duly authorized representatives. WTTNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: ARTICLE I EMPLOYMENT OF CONSULTANT The OWNER hereby contracts with the CONSLTLTANT, as an independent contractor, and the CONSULTANT hereby agrees to perform the services herein 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, annual physical assessments for the Denton Fire Department's firefighters. ARTICLE II SCOPE OF SERVICES The CONSULTANT shall perform the following services in a professional manner: A. The CONSULTANT shall perform all those services as necessary and as described in the OWNER's Scope of Services, which is attached hereto and made a part hereof as Exhibit "A" as if written word for word herein. B. To perform all those services set forth in CONSULTANT's proposal including unit prices for various health assessments and screenings, which proposal is attached hereto and made a part hereof as Exhibit "B" as if written word for word herein. DocuSign Envelope ID: 79F58820-2E2B-48D7-9EF0-FD4A710787E8 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 CONSLJLTANT, if authorized by the OWNER, which are not included in the above-described Basic Services, are described as follows: A. Assisting OWNER or contractor 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 CONSLJLTANT on a fee basis negotiated by the respective parties outside of and in addition to this Agreement. B. Sampling testing or analysis beyond that specifically included in Basic Services. C. Appearing before regulatory agencies or courts as an expert witness in any litigation with third parties, including the preparation of engineering data and reports for assistance to the OWNER. ARTICLE IV PERIOD OF SERVICE This Agreement shall become effective upon execution of this Agreement by the OWNER and the CONSLJLTANT and upon issue of a notice to proceed by the OWNER, and shall remain in force for the period which may reasonably be required for the completion of the Project, including Additional Services, if any, and any required extensions approved by the OWNER. This Agreement may be sooner terminated in accordance with the provisions hereof. Time is of the essence in this Agreement. The CONSULTANT shall make all reasonable efforts to complete the services set forth herein as expeditiously as possible and to meet the schedule established by the OWNER, acting through its City Manager or his designee. 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 in the nature of firefighters physical assessments. 2. "Direct Non-Labor Expense" is defined as that expense for any assignment incurred by the CONSULTANT for supplies, transportation and equipment, Page 2 DocuSign Envelope ID: 79F58820-2E2B-48D7-9EF0-FD4A710787E8 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 CONSLTLTANT herein, the OWNER agrees to pay, based on the cost estimate detail at an hourly rate shown 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 $347,040 for the three-year term. 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 CONSLJLTANT 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 CONSLJLTANT 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, the CONSLTLTANT shall be paid based on the Schedule of Charges at an hourly rate shown in Exhibit `B." Payments for additional services shall be due and payable upon submission by the CONSULTANT, and shall be in accordance with subsection B hereo£ Statements shall not be submitted more frequently than monthly. D. PAYMENT: If the OWNER fails to make payments due the CONSLTLTANT for services and expenses within thirty (30) days after receipt of the CONSULTANT's undisputed statement thereof, the amounts due the CONSLJLTANT will be increased by the rate of one percent (1%) per month from the said thirtieth (30m) day, and, in addition, the CONSLJLTANT may, after giving seven (7) days' written notice to the OWNER, suspend services under this Agreement until the CONSLJLTANT has been paid in full all amounts due for services, expenses, and charges, provided, however, nothing herein shall require the OWNER to pay the late charge of one percent (1%) set forth herein if the OWNER reasonably determines that the work is unsatisfactory, in accordance with this Article V, "Compensation." Page 3 DocuSign Envelope ID: 79F58820-2E2B-48D7-9EF0-FD4A710787E8 ARTICLE VI OBSERVATION AND REVIEW OF THE WORK The CONSLJLTANT 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 CONSLJLTANT 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 CONSLJLTANT are intended only to be applicable to these services, and OWNER's use of these documents in other services 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 task order or for other purposes than specified herein, CONSULTANT is released from any and all liability relating to their use in that task order. ARTICLE VIII 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 IX INDEMNITY AGREEMENT The CONSLJLTANT shall indemnify and save and hold harmless the OWNER and its officers, 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 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 CONSULTANT or its officers, shareholders, agents, or employees 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. Page 4 DocuSign Envelope ID: 79F58820-2E2B-48D7-9EF0-FD4A710787E8 ARTICLE X INSURANCE During the performance of the services under this Agreement, CONSULTANT shall maintain the following insurance with an insurance company licensed to do business in the State of Texas by the State Insurance Commission or any successor agency that has a rating with Best Rate Carriers of at least an A or better: A. Comprehensive General Liability Insurance with bodily injury limits of not less than $1,000,000 for each occurrence and not less than $1,000,000 in the aggregate, and with property damage limits of not less than $100,000 for each occurrence and not less than $100,000 in the aggregate. B. Automobile Liability Insurance with bodily injury limits of not less than $500,000 for each person and not less than $500,000 for each accident, and with property damage limits of not less than $100,000 for each accident. C. Professional Liability Insurance with limits of not less than $1,000,000 annual aggregate. D. The CONSULTANT shall furnish insurance certificates or insurance policies at the OWNER's request to evidence such coverages. The General Liability and Auto Liability insurance policies shall name the OWNER as an additional insured. CONSLJLTANT shall endeavor to provide OWNER with any cancellation or modification to its insurance policies. ARTICLE XI ARBITRATION AND ALTERNATE DISPUTE RESOLUTION The parties may agree to settle any disputes under this Agreement by submitting the dispute to arbitration or other means of alternate dispute resolution, such as mediation. No arbitration or alternate dispute resolution 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. ARTICLE XII 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 thirty (30) calendar days to cure the Page 5 DocuSign Envelope ID: 79F58820-2E2B-48D7-9EF0-FD4A710787E8 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, CONSLJLTANT 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, CONSLJLTANT shall cooperate in providing information. The CONSLJLTANT 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 XIII RESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval by the OWNER shall not constitute, nor be deemed a release of the responsibility and liability of the CONSLJLTANT, 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 CONSLJLTANT, its employees, subcontractors, agents, and consultants. ARTICLE XIV 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: Dayne Berkner To OWNER: City of Denton George C. Campbell, City Manager Texas Health Huguley Assessment center 215 EastMcKinney ZZS46 Med Park �r. Denton, Texas 76201 Burleson, TX 76028 All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days' mailing. Page 6 DocuSign Envelope ID: 79F58820-2E2B-48D7-9EF0-FD4A710787E8 ARTICLE XV ENTIRE AGREEMENT This Agreement, consisting of fifteen (15) pages and two (2) exhibits, constitutes the complete and final expression of the 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 XVI 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, 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 XVII 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 they may now read or hereinafter be amended. ARTICLE XVIII DISCRIMINATION PROHIBITED In performing the services required hereunder, the CONSLJLTANT shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap. ARTICLE XIX PERSONNEL A. The CONSLJLTANT 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. CONSLTLTANT 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 CONSLJLTANT 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. Page 7 DocuSign Envelope ID: 79F58820-2E2B-48D7-9EF0-FD4A710787E8 ARTICLE XX ASSIGNABILITY The CONSLTLTANT 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 XXI 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 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 XXII MISCELLANEOUS A. The following exhibits are attached to and made a part of this Agreement: OWNER's Scope of Services (Exhibit "A") and CONSULTANT's Proposal (Exhibit "B"). B. The OWNER shall have the right to audit and make copies of the books, records and computations pertaining to this agreement. The CONSLTLTANT 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 CONSLJLTANT 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 CONSLTLTANT 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 thereo£ 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. Page 8 DocuSign Envelope ID: 79F58820-2E2B-48D7-9EF0-FD4A710787E8 C. Venue of any suit or cause of action under this Agreement shall lie exclusively in Denton County, Texas. This Agreement shall be construed in accordance with the laws of the State of Texas. D. For the purpose of this Agreement, the key persons who will perform most of the work hereunder shall be �ayne Berkner, shannon Becerra, Brandon Hargrave�o��e�� Rose, �aime nothing herein shall limit CONSLJLTANT from using other qualified and competent members of its firm to perform the services required herein. E. CONSULTANT shall commence, carry on, and complete any and all proj ects with all applicable dispatch, in a sound, economical, and efficient manner and in accordance with the provisions hereof. In accomplishing the projects, CONSLJLTANT 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. F. The OWNER shall assist the CONSLJLTANT by placing at the CONSLJLTANT'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 CONSLJLTANT to enter in or upon public and private property as required for the CONSLJLTANT to perform services under this Agreement. G. 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. IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be executed by its duly authorized City Manager, and CONSLJLTANT has executed this Agreement through its duly authorized undersigned officer on this the 15 th day of september , 2015. Page 9 DocuSign Envelope ID: 79F58820-2E2B-48D7-9EF0-FD4A710787E8 CITY OF DENTON, TEXAS DocuSigned by: Q�Y�,e. C��i 4884E925FOE6480... GEORGE C. CAlVIl'BELL, CITY MANAGER ATTEST: 7ENNIFER WALTERS, CITY SECRETARY DocuSigned by: JG1+4s�L W A.4�s/Yy By• rsaFaFr.�a��caaFn APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY DocuSigned by: John Knight BY: WITNES S : I: CONSULTANT DocuSigned by: �a�ln.t, �t,V'�In.t,!^ n5�3noazFdnneeRa AUTHORIZED SIGNATURE, TITLE Page 10 DocuSign Envelope ID: 79F58820-2E2B-48D7-9EF0-FD4A710787E8 CITY OF DENTON INSURANCE REQUIREMENTS FOR CONTRACTORS Bidder's attention is directed to the insurance requirements below. It is highly recommended that bidders confer with their respective insurance carriers or brokers to determine in advance of Bid submission the availability of insurance certificates and endorsements as prescribed and provided herein. If an apparent low bidder fails to comply strictly with the insurance requirements, that bidder may be disqualified from award of the contracz tlpon bid award, all insurance requirements shall become contractual obligations, which the successful bidder shall have a duty to maintain throughout the course of this contrac� 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. As soon as practicable after notification of bid award, Contractor shall file with the Purchasing Department satisfactory certificates of insurance, containing the bid 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, Contractors are strongly advised to make such requests prior to bid opening, since the insurance requirements may not be modified or waived after bid opening unless a written exception has been submitted with the bid. 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: • Each policy shall be issued by a company authorized to do business in the State of Texas with an AM Best Company rating of at least A or better. • Any deductibles or self-insured retentions shall be declared in the bid 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. • 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 Page 11 DocuSign Envelope ID: 79F58820-2E2B-48D7-9EF0-FD4A710787E8 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. • Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled before the expiration date. 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. 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. 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. Page 12 DocuSign Envelope ID: 79F58820-2E2B-48D7-9EF0-FD4A710787E8 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: • Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. • Coverage B shall include personal injury. • 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: • 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. • 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 $500,000.00 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: • any auto, or • all owned, hired and non-owned autos. DocuSign Envelope ID: 79F58820-2E2B-48D7-9EF0-FD4A710787E8 [ ] Workers' Compensation Insurance Contractor shall purchase and maintain Worker's 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 Worker's 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 combined bodily injury and property damage per occurrence with a aggregate. [X] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000 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. [ ] 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 Page 14 DocuSign Envelope ID: 79F58820-2E2B-48D7-9EF0-FD4A710787E8 contract, that requirement will be described in the "Specific Conditions" of the contract specifications. Page 15 DocuSign Envelope ID: 79F58820-2E2B-48D7-9EF0-FD4A710787E8 EXHIBIT "A" PHYSICAL ASSESSMENT FOR CITY OF DENTON FIRE DEPARTMENT FIREFIGHTERS SCOPE OF SERVICES Professional medical services are needed to conduct physical assessments of the Denton Fire Department (DFD) firefighters. A comprehensive medical assessment includes: � Complete bloodwork panel � Cardiac stress test � Vision exam Hearing exam Respiratory function test Heavy metals bloodwork panel for Hazardous Materials (HazMat) Technicians Chest x-rays for HazMat Technicians Additional services include: Physical fitness assessments � Body mass index � Flexibility test � Muscle strength test � Core endurance test Aerobic endurance test (cardiac stress test) Upon request, provide records to Texas Task Force 1 for participating firefighters. The City of Denton's (City's) intentions and expectations include the provision of an individual release form for each firefighter, signed by a physician, confirming that the individual is "medically cleared for duty," or if "additional medical information is needed." This release should be provided to the City within sixty (60) days after the assessments. The consultant shall invoice the City within 30 days of the completion of service. The consultant will provide all personnel, equipment, and supplies as needed for the assessments. The City will provide the facility to conduct the assessments. PSA #5292 September 2015 DocuSign Envelope ID: 79F58820-2E2B-48D7-9EF0-FD4A710787E8 EXHIBIT `B" - - u � � � � � �� V� I ; � � �_ ` _ _ _ _ _ ! � -.�; �H � ��� - � � -- � The Huguley Assessment Center agrees to perform the following physical assessments for the Denton Fire Department for the year 2015 at the quoted price, with the option for two 1-year periods. The assessments will include: 1) Physician Examination 2) Graded Exercise Treadmill Test 3) Blood Analysis * Chemistry * CBC with Differential * HIV * Hepatitis B Titer 4) Pulmonary Function Test 5) Audiometric Screening 6) Vision Screening 7) Fitness Testing 8) PA and Lateral Chest X-ray 9) TRAVEL BLOOD WORK +CXR PHYSICAL/TREADMILL Total Assessment Cost Additional Testing as needed: 1) Fecal/Occult 2) Hepatitis C titer 3) MMR titer 4) Varacella titer 5) Tetanus shot 6) PSA (males 45 or older) 7) Hazmat Screening $425.00 $145.00 $280.00 $10.00 $50.00 $30.00 $30.00 $40.00 $35.00 $225.00 All assessments will be done on-site in the city of Denton at a location and dates to be determined. All fitness testing will be scored using the Huguley Assessment Center fitness standards. Personnel who score Superior or Excellent on their fitness assessment will receive a complimentary t-shirt. All stress tests and EKG's will be reviewed and interpreted by the Huguley Assessment Center physicians. All personnel who are found to have an abnormal stress test will be referred to the appropriate specialist. TexasHealthHuguley.org DocuSign Envelope ID: 79F58820-2E2B-48D7-9EF0-FD4A710787E8 The individual will be notified of the results in writing and have 60 days from that point to address the specified need. Upon completion of the assessment, all fire personnel will be given a medical category rating based on the results of the testing. These tests will be reported to the appropriate Denton Fire personnel in writing and signed by the physician who performed the physical examination. The Huguley Assessment Center will maintain all charts, evaluations, and other related documents. The Assessment Center will comply with all applicable federal and state laws and local ordinances regarding confidentiality of inedical information. The Huguley Assessment Center will provide the City of Denton related hardcopies, records, and computer files upon request if the employee signs a Release of Information form due to the HIPA law. Dayne Berkner is the Manager of the Assessment Center. He can be reached at 817-551-2560 Envelope Number:79F588202E2B48D79EFOFD4A710787E8 Subject: Please DocuSign: Contract Documents Source Envelope: Document Pages: 19 Signatures: 4 Certificate Pages: 6 Initials: 0 AutoNav: Enabled Envelopeld Stamping: Enabled Status: Original 9/4/201 5 1 2:48:46 PM PT Cindy Alonzo, City of Denton cynthia.alonzo@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: Dayne Berkner Dayne. Berkner@ahss.org Manager Texas Health Huguley Assessment Center Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 9/8/2015 6:4632 AM PT I D: 77a2f18e-1 c90-4f6d-9f4f-Oc720b2e3e4e John Knight john.knight@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: Julia Klinck julia. klinck@cityofdenton.com Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: Holder: Cindy Alonzo Cynthia.Alonzo@cityofdenton.com Completed Using IP Address: 129.120.6.150 CDocuSignetl by: nsaoss Eao� s �r Using IP Address: 204.139.85.158 CD 5"gnetl by: ohn Knight C821996C2A2B439... Using IP Address: 129.120.6.150 Completed Using IP Address: 129.120.6.150 ��� � �ti��ti� Status: Completed Envelope Originator: Cindy Alonzo Cynthia.Alonzo@cityofdenton.com IP Address: 129.120.6.150 Location: DocuSign Sent: 9/4/2015 12421 PM PT Viewed: 9/4/2015 1:2435 PM PT Signed: 9/4/2015 124:47 PM PT Sent: 9/4/2015 124:49 PM PT Viewed: 9/8/2015 6:4632 AM PT Signed: 9/8/2015 6:59:19 AM PT Sent: 9/8/2015 6:5922 AM PT Viewed: 9/8/2015 9:28:55 AM PT Signed: 9/8/2015 92921 AM PT Sent: 9/8/2015 92923 AM PT Viewed: 9/8/2015 3:22:08 PM PT Signed: 9/1 6/201 5 9:5920 AM PT George Campbell george.campbell@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: Jennifer Walters jennifer.walters@cityofdenton.com City Secretary City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: CDocuSignetl by: Q���,Q C,��► 4884E925FOE6480... Using IP Address: 129.120.6.150 o s�q�ea by: C�5g�8w46� Using IP Address: 129.120.6.150 Charleta Gilbreath �� pI E D charleta.gilbreath@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: Julia Klinck julia. klinck@cityofdenton.com Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: ��PIED Robin Fox �� pI E D Robin.fox@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: Sent: 9/16/2015 9:59:24 AM PT Viewed: 9/16/2015 10:37:12 AM PT Signed: 9/16/2015 1037:51 AM PT Sent: 9/16/2015 1037:53 AM PT Viewed: 9/17/2015 7:16:00 AM PT Signed: 9/1 7/201 5 7:16:07 AM PT Sent: 9/8/2015 6:5920 AM PT Viewed: 9/17/2015 7:5632 AM PT Sent: 9/8/2015 6:5921 AM PT Sent: 9/16/2015 9:59:22 AM PT Viewed: 9/16/2015 11:02:06 AM PT Jennifer Bridges �� �I E� Sent: 9/17/2015 7:16:10 AM PT jennifer. bridges@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: Allison Carlwicz �� pI E � Allison.Carlwicz@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: Jane Richardson �� pI E D jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: Sent: 9/17/2015 7:16:11 AM PT Viewed: 9/17/2015 7:45:52 AM PT Sent: 9/17/2015 7:16:13 AM PT Viewed: 9/24/2015 9:00:40 AM PT Envelope Sent Hashed/Encrypted 9/17/2015 7:16:13 AM PT Certified Delivered Security Checked 9/17/2015 7:16:13 AM PT Signing Complete Security Checked 9/17/2015 7:16:13 AM PT Completed Security Checked 9/17/2015 7:16:13 AM PT Electronic Record and Signature Disclosure created on: 4/20/2015 2:25:38 PM Parties agreed to: Dayne Berkner ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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