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R-2015-018 2015-01-26 FAILEDRESOLUTION NO. R2015-18 A Resolution of the City Council of the City of Pearland, Texas, authorizing a contract for professional services with Sugar Land Family Physicians, in the estimated amount of $93,960.00, for Fire Department Exams for the period of January 27, 2015 through January 26, 2016. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS: Section 1. That certain contract for professional services for Fire Department Medical Exams, a copy of which is attached hereto as Exhibit "A" and made a part hereof for all purposes, is hereby authorized and approved. Section 2. That the City Manager or his designee is hereby authorized to execute and the City Secretary to attest a contract for professional services for Fire Department Medical Exams. PASSED, APPROVED and ADOPTED this the 26th day of January, A.D. 2015. TOM REID MAYOR ATTEST: YOUNG LORFING, TRMC CITY SECRETARY APPROVED AS TO FORM: DARRIN M. COKER CITY ATTORNEY Resolution No. R2015-18 Exhibit "A" CONTRACT FOR PROFESSIONAL SERVICES THIS CONTRACT is entered into on January 27. 2015 , by and between the City of Pearland ("CITY") and Sugar Land Family Physicians ("CONSULTANT"). The CITY engages the CONSULTANT to perform professional services for a project known and described as NFPA Medical Examinations ("PROJECT"). SECTION I - SERVICES OF THE CONSULTANT The CONSULTANT shall perform the following professional services to CITY standards and in accordance with the degree of care and skill that a professional in Texas would exercise under the same or similar circumstances: A. The CONSULTANT shall provide NFPA medical screenings as needed throughout the year for the Pearland Fire Department. B. The CONSULTANT has prepared and submitted a detailed statement of cost of the PROJECT. C. The CONSULTANT acknowledges that the CITY (through its employee handbook) considers the following to be misconduct that is grounds for termination of a CITY employee: Any fraud, forgery, misappropriation of funds, receiving payment for services not performed or for hours not worked, mishandling or untruthful reporting of money transactions, destruction of assets, embezzlement, accepting materials of value from vendors, or consultants, and/or collecting reimbursement of expenses made for the benefit of the CITY. The CONSULTANT agrees that it will not, directly or indirectly; encourage a CITY employee to engage in such misconduct. D. The CONSULTANT recognizes that all documents or work product generated by the CONSULTANT under the CONTRACT shall be delivered to the CITY upon request, and shall subsequently become subject to the Open Records Laws of this State. E. The CONSULTANT shall procure and maintain for the duration of this Agreement, insurance against claims for injuries to persons, damages to property, or any errors and omissions relating to the performance of any work by the CONSULTANT, its agents, employees or subcontractors under this Agreement, as follows: (1) Professional Liability Insurance in an amount not Tess than $1,000,000 in the aggregate. Certificates of Insurance and endorsements shall be furnished to the CITY before work commences. Each insurance policy shall be endorsed to state that coverage Professional Services 1 of 5 PS. Revised 5/14 shall not be suspended, voided, canceled, and/or reduced m coverage or in limits ("Change in Coverage") except with prior written consent of the CITY and only after the CITY has been provided with written notice of such Change in Coverage, such notice to be sent to the CITY either by hand delivery to the City Manager or by certified mail, return receipt requested, and received by the City no fewer than thirty (30) days prior to the effective date of such Change m Coverage. Prior to commencing services under this CONTRACT, CONSULTANT shall furnish CITY with Certificates of Insurance, or formal endorsements as required by this CONTRACT, issued by CONSULTANT'S insurer(s), as evidence that policies providing the required coverage, conditions, and limits required by this CONTRACT are in full force and effect. F. The CONSULTANT shall indemnify and hold the CITY, its officers, agents, and employees, harmless from any claim, loss, damage, suit, and liability of every kind for which CONSULTANT is legally liable, including all expenses of litigation, court costs, and attorney's fees, for injury to or death of any person, for damage to any property, or errors in design, any of which are caused by the negligent act or omission of the CONSULTANT, his officers, employees, agents, or subcontractors under this CONTRACT. H. All parties intend that the CONSULTANT, in performing services pursuant to this CONTRACT, shall act as an independent contractor and shall have control of its own work and the manner in which it is performed. The CONSULTANT is not to be considered an agent or employee of the CITY. SECTION II - PERIOD OF SERVICE This CONTRACT will be binding upon execution and shall end approximately one (1) year after the start date, January 27, 2015 through January 26, 2016. SECTION III - CONSULTANT'S COMPENSATION A. Total compensation for the services performed shall be for an estimated amount of $93,960.00 for annual firefighters physicals done throughout fiscal year 2015. B. The CITY shall pay the CONSULTANT based upon required deliverables and supported by detailed invoices submitted by the CONSULTANT subject to the following conditions: Payments shall be made based upon CONSULTANT'S successful completion of required deliverables and CITY acceptance of same. Professional Services 2 of 5 PS. Revised May/14 C. The CITY shall make any required payment to the CONSULTANT within thirty (30) days of receipt and approval of a detailed invoice. Invoices shall be submitted on the basis of completion of identified milestones. SECTION IV - THE CITY'S RESPONSIBILITIES A. The CITY shall designate a project manager during the term of this CONTRACT. The project manager has the authority to administer this CONTRACT and shall monitor compliance with all terms and conditions stated herein. All requests for information from or a decision by the CITY on any aspect of the work shall be directed to the project manager. B. The CITY shall review submittals by the CONSULTANT and provide prompt response to questions and rendering of decisions pertaining thereto, to minimize delay in the progress of the CONSULTANT'S work. The CITY will keep the CONSULTANT advised concerning the progress of the CITY'S review of the work. The CONSULTANT agrees that the CITY'S inspection, review, acceptance or approval of CONSULTANT'S work shall not relieve CONSULTANT'S responsibility for errors or omissions of the CONSULTANT or its sub-consultant(s) or in any way affect the CONSULTANT'S status as an independent contractor of the CITY. SECTION V - TERMINATION A. The CITY, at its sole discretion, may terminate this CONTRACT for any reason - - with or without cause -- by delivering written notice to CONSULTANT personally or by certified mail at Sugar Land Family Physicians, 6350 Hwy 90-A, Suite 600, Sugar Land, Texas 77498. Immediately after receiving such written notice, the CONSULTANT shall discontinue providing the services under this CONTRACT. B. If this CONTRACT is terminated, CONSULTANT shall deliver to the CITY all reports, estimates and any and all other documents or work product generated by the CONSULTANT under the CONTRACT, entirely or partially completed, together with all unused materials supplied by the CITY on or before the 15t day following termination of the CONTRACT. C. In the event of such termination, the CONSULTANT shall be paid for services performed prior to receipt of the written notice of termination. The CITY shall make final payment within sixty (60) days after the CONSULTANT has delivered to the CITY a detailed invoice for services rendered and the documents or work product generated by the CONSULTANT under the CONTRACT. D. If the remuneration scheduled under this contract is based upon a fixed fee or definitely ascertainable sum, the portion of such sum payable shall be proportionate to the percentage of services completed by the CONSULTANT based upon the scope of work. Professional Services 3 of 5 PS. Revised May/14 E. In the event this CONTRACT is terminated, the CITY shall have the option of completing the work, or entering into a CONTRACT with another party for the completion of the work. F. If the CITY terminates this CONTRACT for cause and/or if the CONSULTANT breaches any provision of this CONTRACT, then the CITY shall have all rights and remedies in law and/or equity against CONSULTANT. Venue for any action or dispute arising out of or relating to this CONTRACT shall be in Brazoria County, Texas. The laws of the State of Texas shall govern the terms of this CONTRACT. The prevailing party in the action shall be entitled to recover its actual damages with interest, attorney's fees, costs and expenses incurred in connection with the dispute and/or action. CONSULTANT and CITY desire an expeditious means to resolve any disputes that may arise between under this CONTRACT. To accomplish this, the parties agree to mediation as follows: If a dispute arises out of or relates to this CONTRACT, or the breach thereof, and if the dispute cannot be settled through negotiation, then the parties agree first to try in good faith, and before pursuing any legal remedies, to settle the dispute by mediation of a third party who will be selected by agreement of the parties. SECTION VI — ENTIRE AGREEMENT This CONTRACT represents the entire agreement between the CITY and the CONSULTANT and supersedes all prior negotiations, representations, or contracts, either written or oral. This CONTRACT may be amended only by written instrument signed by both parties. SECTION VII — COVENANT AGAINST CONTINGENT FEES The CONSULTANT affirms that he has not employed or retained any company or person, other than a bona fide employee working for the CONSULTANT to solicit or secure this CONTRACT, and that he has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage brokerage fee, gift, or any other consideration, contingent upon or resulting from the award or making of the CONTRACT. For breach or violation of this clause, the CITY may terminate this CONTRACT without liability and in its discretion, may deduct from the CONTRACT price or consideration, or otherwise recover, the full amount of such fee, commission, percentage brokerage fee, gift, or contingent fee that has been paid. Professional Services 4 of 5 PS. Revised May/I4 SECTION VIII- SUCCESSORS AND ASSIGNS This CONTRACT shall not be assignable except upon the written consent of the parties hereto. The parties have executed this CONTRACT this day of January, 2014. CITY OF PEARLAND, TEXAS CONSULTANT — SUGAR LAND FAMILY PHYSICIANS DR. JOE ANZALDUA, M.D. Professional Services 5 of 5 PS. Revised May/I4