R-2015-146 2015-08-24RESOLUTION NO. R2015-146
A Resolution of the City Council of the City of Pearland, Texas,
awarding a unit cost bid for Fire Department medical screening
services to Memorial Hermann Medical Group in the estimated amount
of $133,000.00 for the period of September 14, 2015 through September
13, 2016.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS:
Section 1. That competitive bids for Fire Department medical screening services
have been reviewed and tabulated.
Section 2. That the City Council hereby awards the bid to Memorial Herman
Medical Group, in the estimated amount of $133,000.00.
Section 3. The City Manager or his designee is hereby authorized to execute a
contract for Fire Department Medical Screening Services.
PASSED, APPROVED and ADOPTED this the 24th day of August, A.D., 2015.
ATTEST:
APPROVED AS TO FORM:
DARRIN M. COKER
CITY ATTORNEY
G>77
TOM REID
MAYOR
Resolution No. R2015-146
Exhibit "A"
EXECUTION COPY
CONTRACT FOR MEDICAL PROFESSIONAL SERVICES
THIS CONTRACT is entered into on September 14, 2015 , by and between the City of Pearland
("CITY") and Memorial t-lermann Medical Group ("MEDICAL PROFESSIONAL").
The CITY engages the MEDICAL PROFESSIONAL to perform professional services for a
project known and described as Fire Department Medical Screening Services ("PROJECT").
This CONTRACT is contingent on MEDICAL PROFESSIONAL completing the installation of
audiogram equipment at the Pearland location and training of applicable staff on the use of
audiogram equipment as soon as possible and no later than September 14`h, 2015.
SECTION I - SERVICES OF THE MEDICAL PROFESSIONAL
The MEDICAL PROFESSIONAL shall perform the following professional services to CITY
and National Fire Protection Associates (NEPA) standards, based on the specifications of request
for proposal 0615-53, 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 MEDICAL PROFESSIONAL shall provide two types of testing as outlined
in Chapters 6 & 7 of the NFPA:
1. Candidate Medical Evaluations in accordance with Chapter 6 for Fire
Department members who are about to be placed in training programs or
Fire Department emergency response activities, as needed;
2. Occupational Medical Evaluation in accordance with Chapter 7 for Fire
Department members who have passed the Candidate Medical Evaluation
and members who are already performing emergency response activities,
annually.
B. The MEDICAL PROFESSIONAL has prepared and submitted a detailed
statement of cost of the PROJECT.
C. The MEDICAL PROFESSIONAL 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 MEDICAL
PROFESSIONAL s, and/or collecting reimbursement of expenses made for the
benefit of the CITY. The MEDICAL PROFESSIONAL agrees that it will not,
directly or indirectly; encourage a CITY employee to engage in such misconduct.
D. The MEDICAL PROFESSIONAL recognizes that all documents or work product
generated by the MEDICAL PROFESSIONAL under the CONTRACT shall be
delivered to the CITY upon request.
Medical Professional Services 1 o1 5 PS. Revised 5/14
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E. The MEDICAL PROFESSIONAL shall procure and maintain for the duration of
this Agreement, insurance against claims for injuries to persons or any errors and
omissions relating to the performance of any work by the MEDICAL
PROFESSIONAL, its agents, employees or subcontractors under this Agreement,
as follows:
1. Professional Liability Insurance in an amount not less than $500,000 per
occurrence or $1,000,000 annual aggregate.
Certificates of Insurance and endorsements shall be furnished to the CITY before
work commences. Professional Liability Insurance shall not be suspended,
voided, canceled, and/or reduced in coverage or in limits ("Change in Coverage").
CITY shall be provided with written notice of such Change in Coverage and such
notice shall 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 in Coverage.
Notwithstanding any Change in Coverage, MEDICAL PROFESSIONAL may
replace Professional Liability Insurance as required in 1. above at any time as
required above as long as continuity of coverage is maintained at all times. Prior
to commencing services under this CONTRACT, MEDICAL PROFESSIONAL
shall furnish CITY with Certificates of Insurance as required by this
CONTRACT, issued by MEDICAL PROFESSIONAL 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 MEDICAL PROFESSIONAL shall indemnify and hold the CITY. its
officers, agents, and employees, harmless from any claim, Toss, damage, suit, and
liability of every kind for which MEDICAL PROFESSIONAL is solely, legally
liable, including all expenses of litigation, court costs, and attorney's fees, for
injury to or death of any person, or for damage to any property, any of which are
caused by the negligent act or omission of the MEDICAL PROFESSIONAL, his
officers, employees, or agents, under this CONTRACT and for which the CITY
had no contributing role. In no event will damages from this indemnity exceed
the insurance limits stated in section E. L.
I-1. All parties intend that the MEDICAL PROFESSIONAL, 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
MEDICAL PROFESSIONAL is not to be considered an agent or employee of the
CITY.
SECTION 11- PERIOD OF SERVICE
This contract is for one (I) year initial teen, with two (2) one-year renewal terms available. upon
the mutual agreement of the parties. All rates/fees shall be fixed for the contract term, and for
Professional Services 2 ors PS. Revised August 15
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any subsequent renewal terms — there will be no provision for price adjustments at any renewal,
as the annually renewable agreement shall provide an option for either party to exit the
contractual obligation at its discretion, with a minimum 60 day prior written notice to expiration
date required of its intent not to renew.
SECTION III - MEDICAL PROFESSIONAL'S COMPENSATION
A. Total compensation for the services performed shall be $382.00 per
evaluation/annual exam as specified in section 1.A., not to exceed $135,000.00
annually.
B. The CNN shall pay the MEDICAL PROFESSIONAL based upon required
deliverables and supported by detailed invoices submitted by the MEDICAL
PROFESSIONAL subject to the following conditions:
Payments shall be made based upon MEDICAL PROFESSIONAL'S successful
completion of required deliverables and CITY acceptance of same.
C. The CITY shall make any required payment to the MEDICAL PROFESSIONAL
within thirty (30) days of receipt and approval of a detailed invoice. Invoices
shall be submitted on a monthly bases.
SECTION IV - TERMINATION
A. The CITY, at its sole discretion, may terminate this CONTRACT for any reason -
- with or without cause -- by delivering written notice to MEDICAL
PROFESSIONAL personally or by certified mail at 909 FROSTWOOD Suite!,
100, Houston, 1'X 77030. Immediately after receiving such written notice, the
MEDICAL PROFESSIONAL shall discontinue providing the services under this
CONTRACT. MEDICAL PROFESSIONAL, at its sole discretion. may
terminate this CONTRACT for any reason — with or without cause — by
delivering written notice to the CITY, at least ten (10) days in advance of the
termination date, at the following address: 3519 Liberty Drive, Pearland, TX
77581.
B. If this CONTRACT is terminated, MEDICAL PROFESSIONAL shall deliver to
the CITY all reports, estimates and any and all other documents or work product
generated by the MEDICAL PROFESSIONAL under the CONTRACT. entirely
or partially completed, together with all unused materials supplied by the CITY
on or before the 15'1' day following termination of the CONTRACT, unless the
delivery of such document or work product would violate state or federal law,
including without limitation, the Administrative Simplification section of the Health
Insurance Portability and Accountability Act of 1996 ("H/PAA"). and the requirements
of any regulations promulgated thereunder, including, without limitation, the federal
privacy regulations as contained in 45 CFR Parts 160 and 164 (the "Federal Privacy
Regulations").
I'rofessional Services 3 ()FS PS. Revised August 15
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C. In the event of such termination, the MEDICAL PROFESSIONAL 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 MEDICAL
PROFESSIONAL has delivered to the CITY a detailed invoice for services
rendered and the documents or work product generated by the MEDICAL
PROFESSIONAL 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 MEDICAL
PROFESSIONAL based upon the scope of work.
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. lithe this CONTRACT is terminated for cause and/or if the either party breaches
any provision of this CONTRACT, the parties retain all legally permitted
remedies rights and remedies in law and/or equity. Venue for any action or
dispute arising out of or relating to this CONTRACT shall be in I3razoria 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. MEDICAL PROFESSIONAL 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 V — ENTIRE AGREEMENT
This CONTRACT and the specifications of RFP 0615-53 represents the entire agreement
between the CITY and the MEDICAL PROFESSIONAL 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 VI — COVENANT AGAINST CONTINGENT FEES
The MEDICAL PROFESSIONAL affirms that he has not employed or retained any company or
person, other than a bona fide employee working for the MEDICAL PROFESSIONAL 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.
Professional Services 4 of 5 PS. Revised August 15
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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.
SECTION VII- 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 1'1 F" day of September, 2015.
CIT • F P. ARLAND, TEXAS
MEDICAL PROFESSIONAL
A. David B., James, MD
Chief Executive Officer,
Memorial Hermann Medical Group
September 9, 2015
Professional Services 5 of 5 PS. Revised August 15
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