2010R43- RFP for Medical/Health Care Services-Senior Citizen Facility RESOLUTION NO. 10-R-43
A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF
SCHERTZ, TEXAS AUTHORIZING A REQUEST FOR PROPOSALS
CONCERNING MEDICAL AND HEALTH CARE SERVICES AT THE
SCHERTZ SENIOR CITIZENS' FACILITY, AND OTHER MATTERS IN
CONNECTION THEREWITH
WHEREAS, the City Council has determined that it is in the best interest of the City to
contract with an organization to be identified to provide medical and health care services at the
Schertz Senior Citizens' Facility.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS
THAT:
Section 1. The City Council hereby authorizes the City Manager to issue a Request
for Proposals for Senior Center Health Services in substantially the form attached hereto as
Exhibit A.
Section 2. The recitals contained in the preamble hereof are hereby found to be true,
and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a
part of the judgment and findings of the City Council.
Section 3. All resolutions, or parts thereof, which are in conflict or inconsistent with
any provision of this Resolution are hereby repealed to the extent of such conflict, and the
provisions of this Resolution shall be and remain controlling as to the matters resolved herein.
Section 4. This Resolution shall be construed and enforced in accordance with the
laws of the State of Texas and the United States of America.
Section 5. If any provision of this Resolution or the application thereof to any person
or circumstance shall be held to be invalid, the remainder of this Resolution and the application
of such provision to other persons and circumstances shall nevertheless be valid, and the City
Council hereby declares that this Resolution would have been enacted without such invalid
provision.
Section 6. It is officially found, determined, and declared that the meeting at which
this Resolution is adopted was open to the public and public notice of the time, place, and subject
matter of the public business to be considered at such meeting, including this Resolution, was
given, all as required by Chapter 551, Texas Government Code, as amended.
Section 7. This Resolution shall be in force and effect from and after its final
passage, and it is so resolved.
Resolution 10-R-43.doc
PASSED AND ADOPTED, this 10th day of August, 2010.
CI S HERTZ, TEXAS
ayor
ATTEST:
`""City Secretary
(CITY SEAL)
Resolution 10-R-43.doc
EXHIBIT A
REQUEST FOR PROPOSALS
Resolution 10-R-43.doc A-1
CITY OF SCHERTZ, TEXAS
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REQUEST FOR PROPOSAL
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Senior Center Health Services
Release Date: Wednesday, August 11, 2010
Proposals Due: Thursday, September 2, 2010, 10:00 a.m. Central Time
RFP Senior Center.doc
TABLE OF CONTENTS
Section Page Number
I. BACKGROUND 1
II. SCOPE OF SERVICES 1
III. TERM OF CONTRACT 3
IV. PRE-PROPOSAL CONFERENCE 3
V. PROPOSAL REQUIREMENTS 3
VI. AMENDMENTS TO RFP 4
VII. SUBMISSION OF PROPOSALS 5
VIII. RESTRICTIONS ON COMMUNICATION 6
IX. EVALUATION CRITERIA 7
X. AWARD OF CONTRACT AND RESERVATION OF RIGHTS 7
XI. SCHEDULE OF EVENTS 8
RFP Attachments
Respondent's Proposal must contain the following four attachments. These forms can be found
as attachments to this RFP or web links, as indicated.
Attachment A General Information Form
Attachment B Insurance Requirements
Attachment C Signature Page
Attachment D Proposal Checklist
RFP Exhibit
Exhibit 1 Form of Operating Agreement
RFP Senior Center.doc
I. BACKGROUND
The City of Schertz, Texas (the "City") is seeking proposals from qualified Respondents to
establish and provide certain senior-related health care services at a senior center located in the
City. The selected Respondent will be responsible for providing, at a minimum, general health
screenings and core health services to senior citizens, age 60 and older, proactively addressing
chronic senior citizen conditions (together, the "Services"). The Services provided as a result of
this RFP are intended to enhance the City's existing senior social service delivery system. The
Services shall be provided at no cost to the City or, except as set forth herein, the senior citizens.
The City is committed to providing senior citizens in the City and the surrounding area with
comprehensive services that will enhance their social, psychological, and physiological well
being. The goal in delivering aging programs, through public and private community agency
partnerships, is to assist senior citizens with the ability to remain in their own homes, maintain
their independence, and improve their quality of life.
_ The City has previously entered into an Operating Agreement with the Comal County Senior
Citizens' Foundation (the "Foundation") providing for the Foundation to operate a senior
citizens' program at a City-owned facility (the "Center") located at 608 Schertz Parkway in the
City. The Foundation will offer a wide variety of supportive services at the Center to senior
citizens designed to promote active civic involvement and overall health. Available services and
programs include:
• Nutritional Services: Congregate meals
• Assistance in Minor Home Repair Services
• Assistance in Arranging In-home Personal Attendant Care-Giver Services
• Adult Day Care Services
• Social Events
• Games and Activities
• General Wellness Programs
According to the City's most recent estimates, the City and surrounding areas has a population of
103,654. Of this total, almost 12,500 are senior citizens, age 60 and older.
II. SCOPE OF SERVICES
Respondents are encouraged to identify health-related Services for senior citizens age 60 and
older and to propose programs that will supplement and enhance the services offered by the
Foundation at the Center. Respondents are encouraged to propose a variety of senior wellness
services and are encouraged to propose wellness and other health-related programs that may not
be specifically mentioned in this RFP. Within that broad description of the requested Services,
potential Respondents should be aware of the following:
• The City is interested in expanding available services at the Center to include medical
services in the areas of screening, diagnosis, treatment, prevention, wellness, and referral
(as appropriate and within the requirements of law) to the area senior population.
RFP Senior Center.doc 1
• The Services proposed by the Respondent must be implemented and managed at NO
COST to the seniors or the City.
• In order to maximize efficiency and effectiveness, the City is planning to have the
selected Respondent collocate with the Foundation in the Center to provide the Services
under this RFP. The City shall provide not to exceed 2,500 square feet of space in the
Center for use by the selected Respondent. As consideration for use of the space in the
Center, the selected Respondent must propose a monthly license payment by the
Respondent directly to the Foundation. The City and the Foundation will permit potential
Respondents to inspect the Center in preparation for presenting a proposal.
• The selected Respondent must provide all basic office furnishings and specialty
equipment necessary to perform the Services and will be required to fund appropriate
interior building modifications to maximize the benefits of the Services and the
usefulness of the Center.
• Respondents shall be required to demonstrate the capacity to begin providing Services in
the Center on or before November 1, 2010. Preference will be given to Respondents who
can demonstrate the ability to provide services on or before November 1, 2010.
• The selected Respondent's staff should have significant training and experience in all
area(s) Respondent proposes in its submittal. .
• Customer service is a high priority for the City; therefore, the selected Respondent will
be required to schedule appointments appropriately.
• Scheduled appointments must allow for ample time to visit with each senior/patient in
order to determine immediate needs, as well as discuss other potential health risks.
• The selected Respondent must also be able to accommodate unscheduled walk-ins who
will also require Services.
• Hours of operation at the Center will be weekdays (excluding holidays), generally from
9:00 a.m. to 4:30 p.m., but may occasionally include weekends or evenings during peak
seasonal times for certain Services, such as immunizations.
• The selected Respondent must demonstrate its ability to effectively integrate and
coordinate senior citizen patients with other medical care providers and institutions in the
area to ensure comprehensive care.
• The selected Respondent must be able to work together with City staff and the
Foundation to manage the Services.
• The City and the Foundation reserve the right to interview selected staff of Respondent,
personnel, and applicants to positions associated with the proposed Services.
RFP Senior Center.doc 2
• No subcontractor or other service providers will be hired by the selected Respondent in
relation to its contract with the City and the Foundation without specific written approval
from the City.
• At any time while the contract with the selected Respondent is in effect, should assigned
personnel become unavailable so as to unfavorably impact administration of said
contract, the selected Respondent must be able to ensure that a competent replacement
will be provided immediately.
• The selected Respondent will provide adequate internal control procedures to protect the
City from financial loss resulting from any aspect of administering the contract and
providing the Services.
• The selected Respondent must be available to attend meetings and make presentations to
the City staff at public meetings as requested by the City.
III. TERM OF CONTRACT
It is anticipated that the term of the contract for the Services shall commence November 1, 2010
and shall continue through September 30, 2012. The City may, at its sole option and through
appropriate action of the City Council have the right to extend the term of the contract for up to
three (3) one year extensions. See Exhibit 1 for the proposed form of the operating agreement
which is anticipated to be the form of such contract.
IV. PRE-PROPOSAL CONFERENCE
A Pre-proposal Conference will be held at the Administrative Conference Room, 1400 Schertz
Parkway, Schertz, Texas 78154 at 10:00 a.m., Central Time, on Wednesday, August 18, 2010.
Attendance at the Pre-proposal Conference is optional, but is highly recommended.
Respondents are encouraged to prepare and submit any written questions at the Pre-proposal
Conference and until 10:00 a.m. Central Time on Wednesday August 25, 2010. Responses to
questions will be posted on the City's website.
Any oral responses provided by City staff at the Pre-proposal Conference will be preliminary.
Any oral response given at the Pre-proposal Conference that is not confirmed in the written
summary of the Preproposal Conference, on the City's website, or by a subsequent addendum
will not be official or binding on the City.
V. PROPOSAL REQUIREMENTS
Respondent's proposal must include the following items in the following sequence, tabbed and
noted with the appropriate heading as indicated below. If Respondent is proposing as a team or
joint venture, provide the same information for each member of the team or joint venture.
RFP Senior Center.doc 3
TABLE OF CONTENTS
TAB 1 - SUMMARY: The summary shall include a statement of the Services proposed
to be provided, how Respondent proposes to accomplish and perform each
specific service, and unique problems perceived by Respondent and
Respondent's proposed solutions.
TAB 2 - GENERAL INFORMATION FORM: Use the Form found in this RFP as
Attachment A, Part One.
TAB 3 - REFERENCES: Use the Form found in this RFP as Attachment A, Part Two.
TAB 4 - EXPERIENCE, BACKGROUND AND QUALIFICATIONS: Use the Form
found in this RFP as Attachment A, Part Three.
TAB 5 - PROPOSED SERVICES: Use the Form found in this RFP as Attachment A,
Part Four.
TAB 6 - LITIGATION DISCLOSURE FORM: Use the form found in this RFP as
Attachment A, Part Five. If Respondent is proposing as a team or joint
venture, then all persons or entities who will be parties to the contract (if
awarded) shall complete and return this form.
TAB 7 = PROOF OF INSURABILITY: Submit a letter from insurance provider stating
provider's commitment to insure the Respondent for the types of coverages
and at the levels specified in Attachment B to this RFP if awarded a contract
in response to this RFP.
TAB 8 - FINANCIAL INFORMATION: Submit a copy of Respondent's three most
recent annual financial statements, prepared in accordance with generally
accepted accounting principles, audited by an independent certified public
accountant.
TAB 9 - SIGNATURE PAGE: Respondent must complete and sign the Signature Page
found in this RFP as Attachment C. The Signature Page must be signed by a
person, or persons, authorized to bind the entity, or entities, submitting the
proposal. Proposals signed by a person other than an officer of a corporate
respondent or partner of partnership respondent shall be accompanied by
evidence of authority.
TAB 10 - PROPOSAL CHECKLIST: Complete and submit the Proposal Checklist
found in this RFP as Attachment D.
Respondent is expected to examine this RFP carefully, understand the terms and conditions for
providing the Services to be provided and respond completely. FAILURE TO COMPLETE AND
PROVIDE ANY OF THESE PROPOSAL REQUIREMENTS MAY RESULT IN THE RESPONDENT'S
PROPOSAL BEING DEEMED NON-RESPONSIVE AND THEREFORE DISQUALIFIED FROM
CONSIDERATION.
RFP Senior Center.doc 4
VI. AMENDMENTS TO RFP
Amendments, if any, to this RFP, including written responses to questions received pursuant to
Section IV may be posted as addendums on the City's website at
www.schertz.com/d_Purch_open.php. It is Respondent's responsibility to review this site and
ascertain whether any amendments have been made prior to submission of a proposal.
No oral statement of any person shall modify or otherwise change or affect the terms, conditions
or specifications stated in this RFP, and changes to this RFP-if any-shall be made in writing
only.
VII. SUBMISSION OF PROPOSALS
A. Respondent shall submit the following: One (1) original proposal, signed in ink; six (6)
hard copies of the proposal, and one (1) copy of the proposal on compact disk. Respondent shall
submit these items in a sealed package, clearly marked on the front of the package: Senior
Center Health Services.
All proposals must be received in the City's Purchasing and Asset Management Department no
later than 10:00 a.m., Central Time, on Thursday, September 2, 2010 at the address below.
Proposals submitted prior to the above time and date may be modified provided such
modifications are sealed and received by the City's Purchasing and Asset Management
Department prior to the time and date set for submission of proposals. Any proposal or
modification received after this date and time shall not be considered, and will be returned,
unopened, to the Respondent. Respondents should strive for early submission to avoid the
possibility of rejection for late arrival.
Address for Submission:
Purchasing and Asset Management
1400 Schertz Parkway
Schertz, Texas 78154
Attention: Rita Duprat-Waldo
Proposals sent by facsimile or email will not be accepted.
B. Proposal Format: Each proposal shall be typewritten, single spaced, and submitted on
8%2" x 11" white paper with the original placed inside a three ring binder and each copy securely
bound in a more economical fashion (i.e. -heat bond, spiral bond, etc.). Unnecessarily elaborate
brochures, artwork, bindings, visual aides, expensive paper, or other materials beyond that
sufficient to present a complete and effective submission are not required. Font size shall be no
less than 12-point type. All pages shall be numbered and printed single-sided. Margins shall be
no less than 1" around the perimeter of each page. Response to RFP Attachment A, Part Four -
Proposed Services, may not exceed fifty (50) pages in length. Electronic files, websites, or URLs
may not be submitted in lieu of the printed proposal.
C. If a Respondent is found to have incorrectly or incompletely stated its legal name or
failed to fully reveal its identity on the General Information Form (Attachment A, Part One, the
RFP Senior Center.doc 5
City Manager or his designee shall have the discretion, at any point in the contracting process, to
suspend consideration of the proposal.
D. All provisions in Respondent's proposal, including any estimated or projected costs or
payments, shall remain valid for ninety (90) days following the deadline date for submissions or,
if a proposal is accepted, throughout the entire term of the contract.
E. All proposals become the property of the City upon receipt and will not be returned. Any
information deemed to be confidential by Respondent should be clearly noted on the page(s)
where ,confidential information is contained; however, the City cannot guarantee that it will not
be compelled to disclose all or part of any public record under the Texas Public Information Act,
since information deemed to be confidential by Respondent may not be considered confidential
under Texas law, or may be required to be disclosed pursuant to a Court order.
F. Any cost or expense incurred by the Respondent that is associated with the preparation of
the Proposal, the Pre-proposal Conference, if any, or during any phase of the selection process,
shall be borne solely by Respondent.
VIII. RESTRICTIONS ON COMMUNICATION
A. Respondents are prohibited from communicating with (i) elected City officials regarding
this RFP or Proposals from the time this RFP has been released until the contract is posted as a
City Council agenda action item; and (ii) except as specifically authorized by this RFP, City
employees from the time this RFP has been released until the contract is awarded by the City
Council. These restrictions extend to "thank you" letters, phone calls, emails, and any contact
that results in the direct or indirect discussion of this RFP and/or the Proposal submitted by
Respondent. Violation of this provision by Respondent and/or its agent or representative may
lead to disqualification of Respondent's Proposal from consideration.
Exceptions to the Restrictions on Communication with City employees include the following:
1. Respondents may ask verbal questions concerning this RFP at the Pre-proposal
Conference. No verbal questions will be accepted or answered after the Pre-proposal
Conference.
2. Respondents may submit written questions or request clarification, concerning this RFP
to the Staff Contact Person listed below until 10:00 a.m., Central Time, on Wednesday,
August 25, 2010. Questions received after the stated deadline will not be answered.
It is suggested that all questions be sent by email to the following address:
Purchasing@schertz. com
However, questions sent by mail will also be accepted and should be addressed to the
following address:
RFP Senior Center.doc 6
Purchasing and Asset Management
1400 Schertz Parkway
Schertz, Texas 78154
Attention: Rita Duprat-Waldo
If submitting questions by mail, it is recommended to send as certified mail, return
receipt requested.
Questions submitted and the City's responses, if any, will be posted in the form of an
addendum to this RFP to the City's web site at
www.schertz.com/d Purch_opn.php.
3. Respondents may provide responses to questions asked of them by the Staff Contact
Person after responses are received and opened. During interviews, if any, verbal
questions and explanations will be permitted. If interviews are conducted, the City
reserves the right to exclude any persons from interviews as it deems in the City's best
interests.
4. Upon completion of the evaluation process, Respondents shall receive a notification letter
indicating the recommended Respondent and the anticipated City Council agenda date.
Respondents desiring a review of the solicitation process may submit a written request no
later than seven (7) calendar days after the date of the notification letter will indicate the
name and address for submission of requests for review.
B. The City reserves the right to contact any Respondent to negotiate if such is deemed
desirable by City. Such negotiations, initiated by City staff persons, shall not be considered a
violation by Respondent of this section.
IX. EVALUATION CRITERIA
The City will conduct a comprehensive, fair, and impartial evaluation of all Proposals received in
response to this RFP. The City may appoint a selection committee to perform the evaluation.
Each Proposal will be analyzed to determine overall responsiveness and qualifications under the
RFP.
Criteria to be evaluated may include the items listed below. The selection committee may select
all, some, or none of the Respondents for interviews. If the City elects to conduct interviews,
Respondents may be interviewed and re-scored based upon the same criteria. The City may also
request additional information from Respondents at any time prior to final approval of a selected
Respondent. The City reserves the right to select one, or more, or none of the Respondents to
provide Services. Final approval of a selected Respondent is subject to the action of the City
Council.
Evaluation criteria:
A. Experience, Background, Qualifications (45%)
B. Proposed Services Plan (45%)
RFP Senior Center.doc 7
C. Foundation Recommendation (10%)
X. AWARD OF CONTRACT AND RESERVATION OF RIGHTS
A. The City reserves the right to award one, more than one, or no contract(s) in response to
this RFP.
B. The contract, if awarded, will be awarded to the Respondent(s) whose Proposal(s) is
deemed most advantageous to the City and the senior citizens to be served, as determined by the
selection committee, upon approval of the City Council.
C. The City may accept any Proposal in whole or in part. If subsequent negotiations are
conducted, they shall not constitute a rejection or alternate RFP on the part of City. However,
final selection of a Respondent is subject to City Council approval.
D. The City reserves the right to waive informalities and irregularities in the Proposals
received. The City also reserves the right to terminate this RFP, and reissue a subsequent
solicitation, and/or remedy technical errors in the RFP process.
E. The City will require the selected Respondent(s) to execute a contract in substantially the
form attached as Exhibit 1. No work shall commence until the City signs the contract
document(s) and Respondent provides the necessary evidence of insurance and other matters
required by the contract. Contract documents are not binding on the City until approved by the
City Council and executed by the City and Respondent. In the event the parties cannot negotiate
and execute the contract within the time specified, the City reserves the right to terminate
negotiations with the selected Respondent and commence negotiations with another Respondent.
F. This RFP does not commit the City to enter into the contract related to this RFP, nor does
it obligate the City to pay any costs incurred in preparation or submission of a proposal or in
anticipation of a Contract.
G. Respondent agrees and understands that, if selected, it and all persons designated by it to
provide services in connection with a contract are and shall be deemed to be an independent
contractors, responsible for their respective acts or omissions; that the City shall in no way be
responsible for Respondent's actions; and that none of the parties hereto will have authority to
bind the others or to hold out to third parties, that it has such authority.
H. Effective January 1, 2006, Chapter 176 of the Texas Local Government Code requires
that persons, or their agents, who seek to contract for the sale or purchase of property, goods, or
services with the City, shall file a completed conflict of interest questionnaire with the City
Secretary not later than the 7th business day after the date the person: (1) begins contract
discussions or negotiations with the City; or (2) submits to the City an application, response to a
request for proposals or bids, correspondence, or another writing related to a potential agreement
with the City. The conflict of interest questionnaire form is available from the Texas Ethics
Commission at http://www.ethics.state.tx.us/forms/CIQ.pdf. Completed conflict of interest
questionnaires may be mailed or delivered by hand to the Office of the City Secretary, 1400
Schertz Parkway, Schertz, Texas 78154. Respondent should consult its own legal advisor for
answers to questions regarding the statute or form.
RFP Senior Center.doc 8
XI. SCHEDULE OF EVENTS
Following is a list of projected dates/times with respect to this RFP:
RFP Release Date Wednesday, August 11, 2010
Pre-Proposal Conference Wednesday, August 18, 2010, 10:00 a.m.
Final Questions Accepted Wednesday, August 25, 2010, 10:00 a.m.
Proposals Due Thursday, September 2, 2010, 10:00 a.m.
~ ~ ~
RFP Senior Center.doc 9
RFP ATTACHMENTS
THE DOCUMENTS THAT FOLLOW ARE FORMS THAT MUST BE COMPLETED
SY RESPONDENT AND INCLUDED WITH RESPONDENT'S PROPOSAL. ATTACH
THESE DOCUMENTS TO YOUR PROPOSAL IN THE ORDER INDICATED IN RFP
SECTION V, WHICH IS ENTITLED "PROPOSAL REQUIREMENTS"
RFP Senior Center.doc 1
RFP ATTACHMENT A, PART ONE
GENERAL INFORMATION
To be submitted with Respondent's Proposal as TAB 2
1. Respondent Information: Provide the following information regarding the Respondent.
(NOTE: Co-Respondents are two or snore entities proposing as a team or joint venture with each signing the contract, if
awarded. Sub-contractors are not Co-Respondents and should not be identified here. If this proposal includes Co-
Respondents, provide the required information in this Item #1 for each Co-Respondent by copying and inserting an
additional block(s) before Item #2.)
Respondent Name:
(NOTE: Give exact legal name as it will appear on the contract, if awarded.)
Principal Address:
City: State: Zip Code:
Telephone No.: Fax No.:
Website address:
Year established:
Number of years in business under present name:
Social Security Number or Federal Employer Identification Number:
Texas Comptroller's Taxpayer Number, if applicable:
(NOTE: This 11-digit number is sometimes referred to as the Comptroller's TIN or TID.)
Business Structure: Check the box that indicates the business structure of the Respondent.
? Individual or Sole Proprietorship If checked, list Assumed Name, if any:
? Partnership
? Corporation If checked, check one: ?For-Profit ? Nonprofit
Also, check one ? Domestic ? Foreign
? Other If checked, list business structure:
Printed Name of Contract Signatory:
Title:
Any other names under which Respondent has operated within the last the (10) years and length
of time for each:
Address of office from which this project would be managed:
City: State: Zip Code:
RFP Senior Center.doc A-1 .
Telephone No.: Fax No.:
Total Number of Employees:
Total Number of Current Clients/Customers:
Briefly describe other lines of business that Respondent is directly or indirectly affiliated with:
Respondent's affiliates:
2. Identify one person who the City may contact concerning your proposal or setting dates
for meetings.
Name: Title:
Address:
City: State: Zip Code:
Telephone No.: Fax No.:
Email:
3. Does Respondent anticipate any mergers, transfer of organization ownership,
management reorganization, or departure of key personnel within the next twelve (12) months?
Yes ? No ?
4. Is Respondent authorized and/or licensed to do business in Texas?
Yes ? No ? If "Yes", list applicable authorizations/licenses.
5. Where is Respondent's headquarters located?
6. Does Respondent have an office located in Schertz, Texas?
Yes ? No ? If "Yes", respond to a. and b. below:
a. How long has Respondent conducted business from its Schertz office?
Years Months
RFP Senior Center.doc A-2
b. Number of full-time employees at the Schertz office.
If "No", indicate if Respondent has an office located within Bexar County, Comal
County, or Guadalupe County, Texas:
Yes ? No ? If "Yes", respond to c. and d. below:
c. How long has Respondent conducted business from its Bexar County, Comal
County, or Guadalupe County office?
Years Months
d. Number of full-time employees at the Bexar County, Comal County, or
Guadalupe County office.
7. Has the Respondent or any of its principals been debarred or suspended from contracting
with any public entity?
Yes ? No ? If "Yes", identify the public entity and the name and
current phone number of a representative of the public entity familiar with the debarment or
suspension, and state the reason for or circumstances surrounding the debarment or suspension,
including but not limited to the period of time for such debarment or suspension.
8. Has Respondent ever had a bond or surety canceled or forfeited?
Yes ? No ? If "Yes", state the name of the bonding company, date,
amount of bond, and reason for such cancellation or forfeiture.
9. Has Respondent ever been declared bankrupt or filed for protection from creditors under
state or federal proceedings?
Yes ? No ? If "Yes", state the date, court, jurisdiction, cause number,
amount of liabilities and amount of assets.
RFP Senior Center.doc A-3
10. Has Respondent ever received any disciplinary action, or any pending disciplinary action,
from any regulatory bodies or professional organizations?
Yes ? No ? If "Yes", state the name of the regulatory body or
professional organization, date, and reason for disciplinary or impending disciplinary action.
11. a. Has Respondent ever failed to complete any contract it has been awarded?
Yes ? No ? If "Yes", state the name of the organization contracted
with, services contracted, date, contract amount, and reason for failing to complete the contract.
b. Has any officer or partner proposed for this assignment ever been an officer or partner
of some other organization that failed to complete a contract?
Yes ? No ? If "Yes", state the name of the individual, organization
contracted with, services contracted, date, contract amount, and reason for failing to complete the
contract.
c. Has any officer or partner proposed for this assignment ever failed to complete a
contract handled in his or her own name?
Yes ? No ? If "Yes", state the name of the individual, organization
contracted with, services contracted, date, contract amount, and reason for failing to complete the
contract.
RFP Senior Center.doc A-4
RFP ATTACHMENT A, PART TWO
REFERENCES
To be submitted with Respondent's Proposal as TAS 3
Provide three (3) references from current private or public agencies for which Respondent is
providing similar services as outlined in this RFP. The contact person named should be familiar
with the day-today management of the contract and be willing to respond to questions regarding
the type, level, and quality of service provided.
Reference No. 1:
Firm/Company Name:
Contact Name: Title:
Address:
City: State: Zip Code:
Telephone No.: Fax No.:
Email:
Date and Type of Service(s) Provided:
Reference No. 2:
Firm/Company Name:
Contact Name: Title:
Address:
City: State: Zip Code:
Telephone No.: Fax No.:
Email:
Date and Type of Service(s) Provided:
Reference No. 3:
Firm/Company Name:
Contact Name: Title:
Address:
City: State: Zip Code:
Telephone No.: Fax No.
Email:
Date and Type of Service(s) Provided:
RFP Senior Center.doc A-5
RFP ATTACHMENT A, PART THREE
EXPERIENCE, BACKGROUND AND QUALIFICATIONS
To be submitted with Respondent's Proposal as TAB 4
Prepare and submit narrative responses addressing the following items. If Respondent is
proposing as a team or joint venture, provide the same information for each member of the team
or joint venture.
1. Describe Respondent's capacity to plan and implement a program to meet the service
objectives specified by this RFP. Response should also include the following:
a. Description of the provider practice,
b. Mission,
c. Years of experience,
d. Scope of services,
e. Service capacity, and
f. How the activities proposed by Respondent fit within its current mission.
2. Describe Respondent's experience relevant to the Scope of Services requested by this
RFP. List and describe relevant projects/contracts of similar size and scope performed over the
past four (4) years.
3. Describe Respondent's established programs to include the following:
a. populations that have been the recipients of services;
b. summarize accomplishments with the client populations;
c. familiarity with the City's culture, population, and common health risks, such as
diabetes; and
d. experiences of Respondent and key staff in providing the comprehensive health
services, coordinating medical services, industrial hygiene, and other supportive services.
4. Describe Respondent's specific experience with public entities. If Respondent has
provided services to the City in the past, identify the names of the project and the department for
which Respondent provided service.
5. List other resources, including total number of employees, number and locations of
offices, number and types of equipment available to support this project.
6. If Respondent is proposing as a team or joint venture or has included sub-contractors,
describe the rationale for selecting the team and the extent to which the team, joint ventures,
and/or subcontractors have worked together in the past.
7. Identify the number and professional qualifications (including licenses, certifications,
associations) of all key staff to be assigned to the project and relevant experience on projects of
similar size and scope. State the primary work assignment and percentage of time key personnel
RFP Senior Center.doc A-6
will devote to the project if awarded the contract. Provide detailed resumes for key personnel to
be assigned to the project.
8. Identify any additional skills, experience, qualifications, and/or any other relevant
information about Respondent's qualifications.
~ * ~
RFP Senior Center.doc A-7
RFP ATTACHMENT A, PART FOUR
PROPOSED SERVICES
To be submitted with Respondent's Proposal as TAB 5
1. Proposed Services -Describe Respondent's proposed Services.
2. Management and Staffing Plan -Provide an organizational chart that includes all
personnel to be assigned to this project to include job/task descriptions. State the anticipated
number of doctors, registered nurses (RNs), licensed vocational nurses (LVNs), and other key
staff that will be on duty during operating hours.
3. Quality Assurance Plan -Describe Respondent's plan for ensuring quality services are
delivered to senior citizens in a timely and efficient manner.
4. Foundation Coordination Plan -Describe Respondent's proposed plan to coordinate
activities with the Foundation.
5. Records Management Plan -Describe Respondent's plan for ensuring that records will
be maintained in accordance with Texas and Federal HIPAA privacy guidelines.
6. Outreach and Communications Plan -Describe Respondent's plan for promoting its
Services. Provide samples of outreach or promotional materials that Respondent proposes to use.
7. Additional Information -Provide any additional plans and/or relevant information
about Respondent's approach to providing the proposed Services.
~ ~ ~
RFP Senior Center.doc A-$
RFP ATTACHMENT A, PART FIVE
LITIGATION DISCLOSURE FORM
To be submitted with Respondent's Proposal as TAB 6
Respond to each of the questions below by checking the appropriate box. Failure to fully
and truthfully disclose the information required by this Litigation Disclosure form may
result in the disqualification of your proposal from consideration or termination of the
contract, once awarded.
1. Have you or any member of your Firm or Team to be assigned to this engagement ever
been indicted or convicted of a felony or misdemeanor greater than a Class C in the last five (5)
years?
Yes ? No ?
2. Have you or any member of your Firm or Team to be assigned to this engagement been
terminated (for cause or otherwise) from any work being performed for the City or any other
Federal, State or Local Government, or Private Entity?
Yes ? No ?
3. Have you or any member of your Firm or Team to be assigned to this engagement been
involved in any claim or litigation with the City or any other Federal, State or Local
Government, or Private Entity during the last ten (10) years?
Yes ? No ?
If you have answered "Yes" to any of the above questions, please indicate the name(s) of
the person(s), the nature, and the status and/or outcome of the information, indictment,
conviction, termination, claim or litigation, as applicable. Any such information should be
provided on a separate page, attached to this form and submitted with your proposal.
~ ~
RFP Senior Center.doc A-9
RFP ATTACHMENT S
INSURANCE REQUIREMENTS
If selected to provide the services described in this RFP, Respondent shall be required to comply
with the insurance requirements set forth below:
INSURANCE
A. Prior to the commencement of any work under the contract, Respondent shall furnish
copies of all required endorsements and completed Certificate(s) of Insurance to the City
Manager, or his designee, and the City Risk Manager, which shall be clearly labeled
"Senior Center Health Services" in the Description of Operations block of the
Certificate. The Certificate(s) shall be completed by an agent and signed by a person
authorized by that insurer to bind coverage on its behalf. The City will not accept a
Memorandum of Insurance or Binder as proof of insurance. The certificate(s) must have
the agent's signature and phone number, and be mailed, with copies of all applicable
endorsements, directly from the insurer's authorized representative to the City. The City
shall have no duty to pay or perform under the contract until such certificate and
endorsements have been received and approved by the City Manager or his designee. No
officer or employee, other than the City Manager or his designee, shall have authority to
waive this requirement.
B. The City reserves the right to review the insurance requirements of this Attachment
during the effective period of the contract and any extension or renewal hereof and to
modify insurance coverages and their limits when deemed necessary and prudent by
City's Risk Manager based upon changes in statutory law, court decisions, or
circumstances surrounding the contract. In no instance will City allow modification
whereby City may incur increased risk.
C. Respondent's financial integrity is of interest to the City; therefore, subject to
Respondent's right to maintain reasonable deductibles in such amounts as are approved
by the City, Respondent shall obtain and maintain in full force and effect for the duration
of the contract, and any extension hereof, at Respondent's sole expense, insurance
coverage written on an occurrence basis, unless otherwise indicated, by companies
authorized to do business in the State of Texas and with an A.M Best's rating of no less
than A- (VII), in the following types and for an amount not less than the amount listed
below:
TYPE AMOUNT
1. Workers' Compensation Statutory
2. Employers' Liability $1,000,000/$1,000,000/$1,000,000
3. Broad form Commercial General Liability For Bodily Injury and Property Damage of
Insurance to include coverage for the $1,000,000 per occurrence;
following: $5,000,000 General Aggregate, or its
a. Premises/Operations equivalent in Umbrella or Excess Liability
b. Independent Contractors Coverage
RFP Senior Center.doc B-1
c. Products/Completed Operations
d. Personal Injury
e. Contractual Liability
f. Damage to property rented by you f. $100,000
4. Business Automobile Liability Combined Single Limit for Bodily Injury and
a. Owned/leased vehicles Property Damage of $1,000,000 per occurrence
b. Non-owned vehicles
c. Hired Vehicles
5. Professional Liability (Claims-made basis) $5,000,000 per claim, to pay on behalf of the
insured all sums which the insured shall
To be maintained and in effect for no become legally obligated to pay as damages by
less than two years subsequent to the reason of any act, malpractice, error, or
completion of the professional service. omission in professional services.
6. Commercial Crime/Fidelity Bond $2,000,000 per occurrence
D. Respondent agrees to require, by written contract, that all subcontractors providing goods
or services hereunder obtain the same insurance coverages required of Respondent
herein, and provide a certificate of insurance and endorsement that names Respondent
and the City as additional insureds. Respondent shall provide the City with said
certificate and endorsement prior to the commencement of any work by the
subcontractor. This provision may be modified by City's Risk Manager, without
subsequent City Council approval, when deemed necessary and prudent, based upon
changes in statutory law, court decisions, or circumstances surrounding this agreement.
Such modification may be enacted by letter signed by City's Risk Manager, which shall
become a part of the contract for all purposes.
E. As they apply to the limits required by the City, the City shall be entitled, upon request
and without expense, to receive copies of the policies, declaration page, and all
endorsements thereto and may require the deletion, revision, or modification of particular
policy terms, conditions, limitations, or exclusions (except where policy provisions are
established by law or regulation binding upon either of the parties hereto or the
underwriter of any such policies). Respondent shall be required to comply with any such
requests and shall submit a copy of the replacement certificate of insurance to City at the
address provided below within ten (10) days of the requested change. Respondent shall
pay any costs incurred resulting from said changes.
City of Schertz, Texas
Attn: City Risk Manager
1400 Schertz Parkway
Schertz, Texas 78154
F. Respondent agrees that with respect to the above required insurance, all insurance
policies are to contain or be endorsed to contain the following provisions:
• Name the City, its officers, officials, employees, volunteers, and elected representatives
as additional insureds by endorsement, as respects operations and activities of, or on
RFP Senior Center.doc B-2
behalf of, the named insured performed under contract with the City, with the exception
of the workers' compensation and professional liability policies;
• Provide for an endorsement that the "other insurance" clause shall not apply to the City
where the City is an additional insured shown on the policy;
• Workers' compensation, employers' liability, general liability and automobile liability
policies will provide a waiver of subrogation in favor of the City.
• Provide advance written notice directly to City of any suspension, cancellation, non-
renewal or material change in coverage, and not less than ten (10) calendar days advance
notice for nonpayment of premium.
G. Within five (5) calendar days of a suspension, cancellation or non-renewal of coverage,
Respondent shall provide a replacement Certificate of Insurance and applicable
endorsements to City. City shall have the option to suspend Respondent's performance
should there be a lapse in coverage at any time during this contract. Failure to provide
and to maintain the required insurance shall constitute a material breach of this
Agreement.
H. In addition to any other remedies the City may have upon Respondent's failure to provide
and maintain any insurance or policy endorsements to the extent and within the time
herein required, the City shall have the right to order Respondent to stop work hereunder,
and/or withhold any payment(s) which become due to Respondent hereunder until
Respondent demonstrates compliance with the requirements hereof.
I. Nothing herein contained shall be construed as limiting in any way the extent to which
Respondent may be held responsible for payments of damages to persons or property
resulting from Respondent's or its subrespondents' performance of the work covered
under the contract.
J. It is agreed that Respondent's insurance shall be deemed primary and non-contributory
with respect to any insurance or self insurance carried by the City for liability arising out
of operations under the contract.
K. It is understood and agreed that the insurance required is in addition to and separate from
any other obligation contained in the contract and that no claim or action by or on behalf
of the City shall be limited to insurance coverage provided.
L. Respondent and any subcontractors are responsible for all damage to their own
equipment and/or property.
RFP Senior Center.doc B-3
RFP ATTACIIMENT C
SIGNATURE PAGE
To be submitted with Respondent's Proposal as TAB 9
The undersigned certifies that (s)he is authorized to submit this proposal on behalf of the entity named
below:
Respondent Entity Name
Signature:
Printed Name:
Title:
(NOTE: If proposal is submitted by Co-Respondents, an authorized signature from a representative of each Co-
Respondent is required. Add additional signature blocks as required.)
Co-Respondent Entity Name
Signature:
Printed Name:
Title:
By signature(s) above, Respondent(s) agrees to the following:
I. If awarded a contract in response to this RFP, Respondent will be able and willing to execute a
contract in substantially the form shown in the RFP, as attached and set out in RFP Exhibit 1, with the
understanding that the scope and compensation provisions will be negotiated and included in the final
document.
2. If Respondent is a corporation, Respondent will be required to provide a certified copy of the
resolution evidencing authority to enter into the contract, if other than an officer will be signing the contract.
3. If awarded a contract in response to this RFP, Respondent will be able and willing to comply with the
insurance requirements set out in RFP Attachment B.
4. If awarded a contract in response to this RFP, Respondent will be able and willing to comply with all
representations made by Respondent in Respondent's proposal and during Proposal process.
5. Respondent has fully and truthfully submitted a Litigation Disclosure form with the understanding that
failure to disclose the required information may result in disqualification of proposal from consideration.
6. Respondent agrees to fully and truthfully submit a Respondent Questionnaire and understands that
failure to fully disclose requested information may result in disqualification of proposal from consideration or
termination of contract, once awarded.
RFP Senior Center.doc C-1
RFP ATTACHMENT D
PROPOSAL CHECKLIST
To be submitted with Respondent's Proposal as TAB 10
PROPOSAL CHECKLIST
Use this checklist to ensure that all required documents have been included in the Proposal and
that they are properly tabbed and appear in the correct order.
Tab in Initial to Indicate
Respondent's Document is
Pro osal Document Attached to Pro osal
Table of Contents
1 Executive Summary
2 General Information
• RFP Attachment A, Part One
3 References
• RFP Attachment A, Part Two
4 Experience Background and Qualifications
• RFP Attachment A, Part Three
5 Proposed Plan
• RFP Attachment A, Part Four
6 Litigation Disclosure
• RFP Attachment A, Part Five
7 Proof of Insurability (See RFP Attachment B)
• Insurance Provider's Letter
• Copy of Current Certificate of Insurance
PYOVide with ORIGINAL only.
8 Financial Information
Provide with ORIGINAL only.
9 *Signature Page
• RFP Attachment C
10 Proposal Checklist
• RFP Attachment D
One (1) Original and six (6) Co ies.
* The document at Tab 9 requires a signature. Be sure it is signed prior to submitting
Proposal.
X ~
RFP Senior Center.doc D-1
Persons to receive Senior Citizens' Medical Services Program RFP
1. Robert Lopez 5. Kevin Moriarty
Executive Director Chief Executive Officer
Comal County Senior Citizens' Foundation Methodist Healthcare Ministries
655 Landa Street 4507 Medical Drive
New Braunfels, TX 78130 San Antonio, TX 78209
830/629-4547 (210) 692-0875
executive(a~nbsenior.org (210) 614-7563 (fax)
kmoriarty~a~mhm.org
2. Ernesto Gomez, Ph.D.
Chief Executive Officer 6. Larry Mejia
El Centro del Barrio (CentroMed) President
2300 West Commerce, Suite 300 Daughters of Charity Services of San Antonio
San Antonio, TX 78207 700 South Zarzamora Street, Suite LL1
San Antonio, TX 78207-5257
210/922-0103
210/922-0162 (fax) 210/334-2309
eg-omez.cdb(a~tachc.org 210/922-0332 (fax)
Larry.Mej ia(a~dcssa.org
3. Robert Baynes
Chief Executive Officer
Guadalupe Regional Medical Center
1215 Court Street
Seguin, TX 78155
830/481-7208
830/372-1582 (fax)
rghaynes a~,grmedcenter.com
4. Carol Zernial
VP Community Relations
We11Med Medical Management, Inc.
8637 Fredericksburg Road, Suite 360
San Antonio, TX 78240
210/877-7719, ext. 3718
210/617-4069 (fax)
czernial(a~wellmed.net
RFP Recipient List.doc
RFP EXHIBIT 1
FORM OF OPERATING AGREEMENT
This Operating Agreement (this "Agreement") made and entered into as of this
day of , 2010 (the "Effective Date") is among the City of Schertz, Texas, a municipal
corporation and home-rule city of the State of Texas (the "City"), the Comal County Senior
Citizens' Foundation, a Texas non-profit corporation (the "Foundation"), and
a Texas ("Provider"). Each of the City, the
Foundation, and Provider maybe referred to herein from time to time as a "Party" or collectively
as the "Parties".
RECITALS
WHEREAS, there is a continuing need for senior residents in the area of the City to have
access to a variety of services and activities that can enhance their quality of life;
WHEREAS, the City has previously entered into an Operating Agreement dated May 18,
2010 with the Foundation (the "Foundation Operating Agreement") to operate a senior citizens'
program (the "Program") for the City;
WHEREAS, the City and the Foundation understand that Provider is an established
organization providing a variety of medical services to seniors and that Provider is interested in
providing certain medical services to augment the Program for the City and the Foundation;
NOW THEREFORE, in consideration of the foregoing and the mutual agreements,
covenants and payments herein and other valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties agree as follows:
ARTICLE I
GENERAL PROVISIONS
1.01 Recitals. The recitals to this Agreement are incorporated herein for all purposes.
1.02 Purpose. The specific purpose of this Agreement is to authorize Provider to
augment the Program in the City Program Facility (hereinafter defined) as described herein. The
Foundation Operating Agreement continues in full force except to the extent provisions of this
Agreement specifically amend the Foundation Operation Agreement.
1.03 Term.
(a) The initial term of this Agreement shall be from the Effective Date of this
Agreement through September 30, 2012. This Agreement may be terminated effective on
September 30 of any year of the initial term by any Party notifying the others in writing
not later than thirty (30) days prior to September 30 of any year of the initial term of this
Agreement. This Agreement shall be extended after the initial term for (three]
successive one (1) year periods unless any Party notifies the others in writing not later
than thirty (30) days prior to the end of the then current term of this Agreement that it
does not want to extend the term hereof. This Agreement, and the Parties' obligations
RFP Senior Center.doc Exhibit 1-1
hereunder, shall terminate at the end of the then-current term if any Party gives such
notice.
(b) Upon termination of this Agreement by the City or the Foundation
effective prior to September 30, 2015, the Party so terminating this Agreement (the City
or the Foundation) will reimburse Provider for certain upgrades made by Provider to the
City Program Facility as agreed to when the City approves such upgrades pursuant to
Sections 3.01(i).
1.04 Disclaimer. The Parties acknowledge that, except for the Parties'
representations and agreements contained within this Agreement and as set forth in the
Foundation Operating Agreement, neither the Parties nor any affiliate of the Parties nor
any related party of the Parties has made any representation, agreement, or warranty
whatsoever (whether express or implied) regarding the Program, the City Program
Facility, the subject matter of this Agreement, or any Exhibit hereto that is being relied
upon, other than the obligations expressly contained in this Agreement or the Foundation
Operating Agreement.
1.05 Definitions; Construction.
(a) "Governmental Authority" means any Federal, state, or local
governmental entity, authority or agency, court, tribunal, regulatory commission or other
body, whether legislative, judicial or executive (or a combination thereof), and any
arbitrator to whom a dispute has been presented under Governmental Rule or by
agreement of the parties with an interest in such dispute.
(b) "Governmental Rules" means any statute, law, treaty, rule, code,
ordinance, regulation, permit, interpretation, certificate or order of any Governmental
Authority, or any judgment, decision, decree, injunction, writ, order or like action of any
court, arbitrator or other Governmental Authority.
(c) Singular and Plural: Words used herein in the singular, where the context
so permits, also includes the plural and vice versa, unless otherwise specified.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
2.01 Representations of the Foundation. The Foundation hereby makes the following
representations, warranties, and covenants to the other Parties as of the Effective Date unless
another date is expressly stated to apply:
(a) Existence. The Foundation is a non-profit corporation duly organized and
existing under the laws of the State of Texas.
(b) Authorization. The execution, delivery, and performance by the
Foundation of this Agreement have been duly authorized by all necessary action and will
not violate the organizational documents of the Foundation or result in the breach of or
constitute a default under any loan or credit agreement, or other material agreement to
which the Foundation is a party or by which the Foundation or its material assets may be
RFP Senior Center.doc Exhibit 1-2
bound or affected. The execution of this Agreement by the Foundation does not require
any consent or approval that has not been obtained, including without limitation the
consent or approval of any Governmental Authority.
(c) No Le ate. To the best of its knowledge, the execution and delivery of
this Agreement and the performance of its obligations hereunder by the Foundation will
not conflict with any provision of any law, regulation, or Governmental Rules to which
the Foundation is subject or conflict with, or result in a breach of, or constitute a default
under any of the terms, conditions, or provisions of any agreement or instrument to which
the Foundation is a party or by which it is bound or any order or decree applicable to the
Foundation.
(d) Liti ag
tion. There are no legal actions or proceedings pending or, to the
knowledge of the Foundation, threatened against the Foundation which, if adversely
determined, would materially and adversely affect the ability of the Foundation to fulfill
its obligations under this Agreement or the financial condition, business, or prospects of
the Foundation.
(e) Enforceable Obli atg_ ions. Assuming due authorization, execution, and
delivery of this Agreement by the other Parties, this Agreement, each document executed
by the Foundation pursuant hereto, and all obligations of the Foundation hereunder and
thereunder are enforceable against the Foundation in accordance with their terms, except
as such enforcement may be limited by bankruptcy, insolvency, reorganization, or other
similar laws affecting the enforcement of creditor's rights generally and by general equity
principles (regardless of whether such enforcement is considered in a proceeding in
equity or at law).
2.02 Representations of the City. The City hereby makes the following
representations, warranties, and covenants to the other Parties as of the Effective Date unless
another date is expressly stated to apply:
(a) Existence. The City is a home rule municipality of the State of Texas
located in the counties of Guadalupe, Bexar, and Comal, Texas and has all requisite
power and authority to enter into this Agreement.
(b) Authorization. The execution, delivery, and performance by City of this
Agreement have been duly authorized by all necessary action and will not violate the
organizational documents of the City or result in the breach of or constitute a default
under any loan or credit agreement, or other material agreement to which the City is a
party or by which the City or its material assets may be bound or affected. The execution
of this Agreement by the City does not require any consent or approval that has not been
obtained, including without limitation the consent or approval of any Governmental
Authority.
(c) No Legal Bar. To the best of its knowledge, the execution and delivery of
this Agreement and the performance of its obligations hereunder by the City will not
conflict with any provision of any law, regulation, or Governmental Rules to which the
City is subject or conflict with, or result in a breach of, or constitute a default under any
RFP Senior Center.doc EXhibit 1-3
of the terms, conditions, or provisions of any agreement or instrument to which the City
is a party or by which it is bound or any order or decree applicable to the City.
(d) Liti ation. There are no legal actions or proceedings pending or, to the
knowledge of the City, threatened against the City which, if adversely determined, would
materially and adversely affect the ability of the City to fulfill its obligations under this
Agreement or the financial condition, business, or prospects of the City.
(e) Enforceable Obli ations. Assuming due authorization, execution, and
delivery of this Agreement by the other Parties, this Agreement, all documents executed
by City pursuant hereto, and all obligations of City hereunder and thereunder are
enforceable against City in accordance with their terms, except as such enforcement may
be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting the
enforcement of creditor's rights generally and by general equity principles (regardless of
whether such enforcement is considered in a proceeding in equity or at law).
2.03 Representations of Provider. Provider hereby makes the following
representations, warranties, and covenants to the other Parties as of the Effective Date unless
another date is expressly stated to apply:
(a) Existence. Provider is a duly organized and existing under the
laws of the State of Texas.
(b) Authorization. The execution, delivery, and performance by Provider of
this Agreement have been duly authorized by all necessary action and will not violate the
organizational documents of Provider or result in the breach of or constitute a default
under any loan or credit agreement, or other material agreement to which Provider is a
party or by which Provider or its material assets may be bound or affected. The
execution of this Agreement by Provider does not require any consent or approval that
has not been obtained, including without limitation the consent or approval of any
Governmental Authority.
(c) No Le ag 1 Bar. To the best of its knowledge, the execution and delivery of
this Agreement and the performance of its obligations hereunder by Provider will not
conflict with any provision of any law, regulation, or Governmental Rules to which
Provider is subject or conflict with, or result in a breach of, or constitute a default under
any of the terms, conditions, or provisions of any agreement or instrument to which
Provider is a party or by which it is bound or any order or decree applicable to Provider.
(d) Liti ag
tion. There are no legal actions or proceedings pending or, to the
knowledge of Provider, threatened against Provider which, if adversely determined,
would materially and adversely affect the ability of Provider to fulfill its obligations
under this Agreement or the financial condition, business, or prospects of Provider.
(e) Enforceable Obli ations. Assuming due authorization, execution, and
delivery of this Agreement by the other Parties, this Agreement, each document executed
by Provider pursuant hereto, and all obligations of Provider hereunder and thereunder are
enforceable against Provider in accordance with their terms, except as such enforcement
maybe limited by bankruptcy, insolvency, reorganization, or other similar laws affecting
RFP Senior Center.doc Exhibit 1-4
the enforcement of creditor's rights generally and by general equity principles (regardless
of whether such enforcement is considered in a proceeding in equity or at law).
ARTICLE III
RESPONSIBILITIES OF PROVIDER AND THE FOUNDATION
3.01 Provider Responsibilities. Provider agrees to the following obligations with
respect to the Program.
(a) Provider will provide the services set forth on Exhibit A to this Agreement
(the "Provider Services") in the area of the City Program Facility as set forth on
Exhibit B to this Agreement (the "Provider Area"). Provider agrees that it will not
represent to any person or organization that the City recommends Provider or the
Provider Services.
(b) Provider will provide the Provider Services to qualifying senior residents
of the City on weekdays, excluding Texas and federal holidays as agreed to by the
Foundation and the City. Provider will give priority in scheduling Schertz area seniors to
receive Provider Services.
(c) The Provider Services shall be provided by Provider and its employees
and/or independent contractors. None of such persons shall be, or be deemed to be,
employees of the City or the Foundation.
(d) Provider will provide managerial oversight of the Provider Services, but
acknowledges that the Foundation will schedule and coordinate all Program operations.
(e) Provider will provide a written report to the City Council of the City on or
about January 1, April 1, July 1, and October 1 during the term of this Agreement,
commencing on or about January 1, 2011. This report will detail the actions of Provider
to date with respect to the Program. Upon the written request of the City, Provider will
provide reports more frequently to the City, but no more than once per month.
(f) Provider will work closely with an advisory committee composed of ;
senior residents of the Schertz area who participate in the Program and a City
representative designated by the City Manager.
(g) Provider will bear all costs of providing the Provider Services operating
the Provider Area of the City Program Facility, including but not limited to janitorial
services, interior maintenance, and (if separately metered) all utilities.
(h) Provider will insure the internal equipment and furnishings in the Provider
Area of the City Program Facility.
(i) Subject to written approval by the City, Provider will install appropriate
furniture and equipment ("Provider F&E") and will fund appropriate interior building
modifications, e.g. walls, restrooms, office and examination areas etc., to maximize the
benefits of the Provider Services and the usefulness of the City Program Facility. At the
time of such approval by the City, the City, the Foundation, and Provider shall agree to
RFP Senior Center.doc Exhibit 1-5
the "buy-out" value of such interior building modifications to the City Program Facility
for purposes of Section 1.03(b) above. All Provider F&E installed in the City Program
Facility by Provider will belong to Provider; the improvements to the City Program
Facility will otherwise belong to the City. Provider agrees to make interior building
modifications and improvements to the City Program Facility with a value of at least
(j) Provider will commence full operation in the Provider Area no later than
November 1, 2010.
(k) As consideration for its use of the Provider Area, Provider will pay
directly to the Foundation $ per month.
(1) [ADD LIABILITY INSURANCE REQUIREMENTS]
3.02 Foundation Responsibilities. The Foundation agrees to the following obligations
with respect to the Program:
(a) The Foundation confirms all of its obligations under the Foundation
Operating Agreement, except as specifically modified by this Agreement.
(b) The Foundation will utilize all amounts received from Provider pursuant
to Sections 3.01(1) and 301(k) to enhance the Program in the City Program Facility.
ARTICLE IV
RESPONSIBILITIES OF THE CITY
4.01 City Responsibilities. In addition to its obligations under the Foundation
Operating Agreement, the City agrees to the following obligations with respect to the Program:
(a) All exterior signage on the City Program Facility relating to Provider and
all signage in the City Program Facility relating to Provider shall be subject to written
approval by the City.
(b) The City will waive all City-required permit fees relating to Provider's
activities relating to the City Program Facility or the Program.
(c) The City will review and approval all proposed modifications to the City
Program Facility. The review will include, but not be limited to, inspections by the City
Fire Department, the City Development Services Department, and the City Health
Inspector. All modifications and construction related to the City Program Facility must
meet ADA requirements.
4.02 License.
(a) The Foundation has non-exclusive access to the entire City Program
Facility, excluding a locked approximately 3' x 6' closet (the "Closet") in what is to be
the "Activity Room" of the City Program Facility which contains City IT equipment (the
"Foundation Licensed Premises") for the purpose of conducting the Program. The City
RFP Senior Center.doc Exhibit 1-6
will retain keys to the City Program Facility and the Closet and shall have the right to
enter the City Program Facility and to access the Closet at any time. The non-exclusive
license (the "License") for the Foundation shall be for the term of this Agreement.
(b) Provider has non-exclusive access to the Provider Area (the "Provider
Licensed Premises") for purposes of providing the Provider Services.
(C) PROVIDER (I) ACKNOWLEDGES THAT THE PROVIDER LICENSED
PREMISES HAVE BEEN VACANT FOR AN EXTENDED PERIOD OF TIME AND (II) AGREES
THAT, SUBJECT TO SECTION 3.01(I), THE PROVIDER LICENSED PREMISES ARE
SATISFACTORY FOR PROVIDER'S PURPOSES IN ITS PRESENT CONDITION, "AS IS",
"WHERE IS", AND "WITH ALL FAULTS". THE LICENSE GRANTED HEREUNDER IS A
CONTRACTUAL AGREEMENT BETWEEN THE CITY AND PROVIDER AND IS NOT ENTITLED
TO BURDEN, BENEFIT, OR OTHERWISE RUN WITH THE CITY PROGRAM FACILITY
PROPERTY, AND SUCH PROPERTY IS NOT PROVIDER'S PROPERTY.
ARTICLE V
DEFAULT
5.01 Provider Default. The occurrence of any of the following shall be an "Event of
Default" by Provider or a "Provider Default":
(a) the failure of Provider to substantially perform or substantially observe
any of the obligations, covenants, or agreements to be performed or observed by Provider
under this Agreement and the continuation of such failure for a period of thirty (30) days
after written notice from the City or the Foundation of such failure;
(b) the breach by Provider of any of its representations hereunder; and
(c) if Provider files a voluntary petition in bankruptcy or insolvency or for
reorganization or arrangement under the Bankruptcy Code of the United States
("Bankruptcy Code") or under any insolvency act of any state, or voluntarily takes
advantage of any such law or act by answer or otherwise or is dissolved or admits its
bankruptcy or insolvency or an inability to satisfy its creditors or makes a general
assignment for the benefit of creditors; or if all or substantially all of the assets of
Provider are attached, seized, subjected to a writ or distress warrant or are levied upon, or
come in to the possession of any receiver, trustee, custodian, or assignee for the benefit of
creditors, and such proceeding or action is not vacated, stayed, dismissed, set aside or
otherwise remedied within ninety (90) days after the occurrence thereof; or if this
Agreement shall be assigned by Provider in a manner prohibited by this Agreement.
Upon the occurrence of a Provider Default hereunder, and after the expiration of any applicable
cure period, the City or the Foundation may terminate this Agreement and seek such remedies as
maybe available at law or in equity.
5.02 City Default. The failure of the City to substantially perform or substantially
observe any of the obligations, covenants, or agreements to be performed or observed by the City
under this Agreement and the continuation of such failure for a period of thirty (30) days after
written notice from the Foundation of such failure shall be an "Event of Default" by the City or a
RFP Senior Center.doc Exhibit 1-7
"City Default". Upon the occurrence of a City Default hereunder, and after the expiration of any
applicable cure period, the Foundation or Provider may terminate this Agreement and seek such
remedies as maybe available at law or in equity.
5.03 Foundation Default. The failure of the Foundation to substantially perform or
substantially observe any of the obligations, covenants, or agreements to be performed or
observed by the Foundation under this Agreement and the continuation of such failure for a
period of thirty (30) days after written notice from the City of such failure shall be an "Event of
Default" by the Foundation or a "Foundation Default". Upon the occurrence of a Foundation
Default hereunder, and after the expiration of any applicable cure period, the Foundation or
Provider may terminate this Agreement and seek such remedies as may be available at law or in
equity.
5.04 Remedies. Each Party shall be entitled to seek injunctive relief prohibiting or
mandating action by the other, including specific performance, in accordance with this
Agreement, or declaratory relief with respect to any matter under this Agreement. The parties
hereby agree and irrevocably stipulate that (a) the rights of the parties to injunctive relief
pursuant to this Agreement shall not constitute a "claim" pursuant to section 101(5) of the
Bankruptcy Code and shall not be subject to discharge or restraint of any nature in any
bankruptcy proceeding, and (b) this Agreement is not an "executory contract" as contemplated
by section 365 of the Bankruptcy Code.
ARTICLE VI
EXAMINATION OF RECORDS
6.01 Ins ep ction. Provider shall allow the City reasonable access to the City Program
Facility for inspections upon 24 hour notice, and to documents and records necessary for.
Provider to assess its compliance with this Agreement. The City reserves the right to conduct
examinations, during regular business hours and with two (2) business days' notice to Provider
by the City, of the books and records related to the Program (including such items as contracts,
paper, correspondence, copy, books, accounts, billings and other information related to the
performance of the Foundation's services hereunder) no matter where books and records are
located. The City also reserves the right to perform any and all additional audit tests relating to
Provider's services relating to the Program. These examinations shall be conducted at the offices
maintained by the City or Provider, at the City's option.
6.02 Preservation of Records. All applicable records and accounts of Provider,
together with all supporting documentation, relating to the Program, shall be preserved by
Provider throughout the term of this Agreement and for twelve (12) months after the termination
of this Agreement, then transferred to the City, at no cost to the City for retention. During this
time, the City may require that any or all of such records and accounts be submitted for audit to
. the City or to a certified public accountant selected by the City. In the event Provider fails to
furnish the City any documentation required hereunder within thirty (30) days following the
written request for same, then Provider shall be in default of this Agreement.
6.03 Patient Privacy. Notwithstanding any provision of this Agreement to the
contrary, [INSERT APPROPRIATE HIPAA/PATIENT PRIVACY TERMS].
RFP Senior Center.doc Exhibit 1-8
ARTICLE VII
ASSIGNMENT AND CONTRACTING
7.01 Assignment. Provider may sell, transfer, or assign its rights and obligations under
this Agreement only with written consent of the City and the Foundation (with such consent not
being unreasonably withheld, conditioned, or delayed).
7.02 Transfers; Assi zn~
tents. Each transfer or assignment to which there has been
consent, pursuant to Section 7.01 above, shall be by instrument in writing, in form reasonably
satisfactory to the City and the Foundation, and shall be executed by the transferee or assignee
who shall agree in writing for the benefit of the City and the Foundation to be bound by and to
perform the terms, covenants, and conditions of this Agreement. Failure to first obtain in writing
the City's and the Foundation's consent, or failure to comply with the provisions herein
contained shall operate to prevent any such transfer or assignment from becoming effective.
7.03 Covenants Binding. All covenants and agreements contained herein shall bind the
Parties, and their permitted successors and assigns and shall inure to the benefit of the successors
and assigns.
7.04 Limitations on Cit~Obli ag
tion. The City or the Foundation shall in no event be
obligated to any third party, including any subcontractor or consultant of the Foundation or
Provider for performance of work or services under this Agreement.
7.05 No Waiver. The receipt by the City or the Foundation of services from an
assignee of Provider shall not be deemed a waiver of the covenant in this Agreement against
assignment or an acceptance of the assignee as Provider or a release of Provider from further
observance or performance by Provider of the covenants contained in this Agreement. No
provision of this Agreement shall be deemed to have been waived by the City unless such waiver
is in writing, and approved by City Council in the form of a duly passed ordinance or resolution.
ARTICLE VIII
INDEMNIFICATION
8.01 Indemnification by Provider. PROVIDER COVENANTS AND AGREES TO FULLY
INDEMNIFY AND HOLD HARMLESS, THE CITY AND THE FOUNDATION, AND THE ELECTED
OFFICIALS, EMPLOYEES, OFFICERS, DIRECTORS, AND REPRESENTATIVES THEREOF
(COLLECTIVELY, THE "INDEMNIFIED PARTIES"), INDIVIDUALLY OR COLLECTIVELY, FROM AND
AGAINST ANY AND ALL COSTS, CLAIMS, LIENS, DAMAGES, LOSSES, EXPENSES, FEES, FINES,
PENALTIES, PROCEEDINGS, ACTIONS, DEMANDS, CAUSES OF ACTION, LIABILITY AND SUITS OF
ANY KIND AND NATURE, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY OR DEATH,
MEDICAL MALPRACTICE, AND PROPERTY DAMAGE, DIRECTLY OR INDIRECTLY ARISING OUT OF,
RESULTING FROM OR RELATED TO THE ACTIVITIES OF PROVIDER UNDER THIS AGREEMENT,
INCLUDING ANY SUCH ACTS OR OMISSIONS OF PROVIDER, ANY AGENT, OFFICER, DIRECTOR,
REPRESENTATIVE, EMPLOYEE, CONSULTANT OR SUBCONSULTANTS, OR CONTRACTORS OR
SUBCONTRACTORS OF PROVIDER, AND THEIR RESPECTIVE OFFICERS, AGENTS, EMPLOYEES,
DIRECTORS, AND REPRESENTATIVES WHILE IN THE EXERCISE OR PERFORMANCE OF THE
RIGHTS OR DUTIES UNDER THIS AGREEMENT, ALL WITHOUT, HOWEVER, WAIVING ANY
GOVERNMENTAL IMMUNITY AVAILABLE TO THE CITY, UNDER TEXAS LAW AND WITHOUT
RFP Senior Center.doc Exhibit 1-9
WAIVING ANY DEFENSES OF THE CITY OR THE FOUNDATION UNDER TEXAS LAW.. THE
- PROVISIONS OF THIS INDEMNIFICATION ARE SOLELY FOR THE BENEFIT OF THE INDEMNIFIED
PARTIES AND ARE NOT INTENDED TO CREATE OR GRANT ANY RIGHTS, CONTRACTUAL OR
OTHERWISE, TO ANY OTHER PERSON OR ENTITY. PROVIDER SHALL PROMPTLY ADVISE THE
CITY AND/OR THE FOUNDATION IN WRITING OF ANY CLAIM OR DEMAND AGAINST THE CITY
AND/OR THE FOUNDATION OR ANY INDEMNIFIED PARTY KNOWN TO PROVIDER RELATED TO OR
ARISING OUT OF THE ACTIVITIES OF PROVIDER UNDER THIS AGREEMENT AND SHALL SEE TO
THE INVESTIGATION AND DEFENSE OF SUCH CLAIM OR DEMAND AT THE COST OF PROVIDER TO
THE EXTENT REQUIRED UNDER THE INDEMNITY IN THIS SECTION. THE INDEMNIFIED PARTIES
SHALL HAVE THE RIGHT, AT THEIR OPTION AND AT THEIR OWN EXPENSE, TO PARTICIPATE IN
SUCH DEFENSE WITHOUT RELIEVING PROVIDER OF ANY OF ITS OBLIGATIONS UNDER THIS
SECTION. PROVIDER FURTHER AGREES TO DEFEND, AT ITS OWN EXPENSE, AND ON BEHALF OF
THE INDEMNIFIED PARTIES AND IN THE NAME OF THE INDEMNIFIED PARTIES, ANY CLAIM OR
LITIGATION BROUGHT AGAINST THE INDEMNIFIED PARTIES FOR WHICH THIS INDEMNITY
SHALL APPLY, AS SET FORTH ABOVE. THE OBLIGATIONS OF PROVIDER UNDER THIS
SUBSECTION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.
8.02 Contractors. Provider shall also require each of its contractors and subcontractors
working on the Program to indemnify the City and the Foundation and their respective officials
and employees from and against any and all claims, losses, damages, causes of actions, suits, and
liabilities arising out of their actions related to the performance of this Agreement, utilizing the
same indemnification language contained herein, in its entirety.
8.03 Conflicts of Interest. Upon the assertion of any claim or litigation requiring
indemnification pursuant to this Article, Provider shall assume and take exclusive control of the
defense, negotiation, and/or settlement of such claim; however, if the representation of all parties
by Provider would be inappropriate due to actual or potential conflicts of interest between them,
then Provider shall not assume such defense. In the event of a conflict of interest or dispute, the
City and its respective officials and employees shall have the right to select counsel, with the
reasonable cost of such counsel paid by Provider. The parties acknowledge that, with respect to
claims for which insurance is available, the rights of the parties to select counsel for the defense
of such claims shall be subject to such approval rights as the insurance company providing
coverage may have.
ARTICLE IX
GENERAL AND MISCELLANEOUS PROVISIONS
9.01 Independent Contractors. It is expressly understood and agreed by all Parties
hereto that in performing their services hereunder, Provider at all times shall be acting as
independent contractors contracted by the City and the Foundation, and all consultants or
subcontractors engaged by Provider respectively shall be independent contractors of Provider.
The Parties hereto understand and agree that the City and the Foundation shall not be liable for
any claims which may be asserted by any third party occurring in connection with services
performed by Provider under this Agreement unless any such claims are due to the fault of the
City or the Foundation, respectively. The Parties hereto further understand and agree that no
Party has authority to bind the others or to hold out to third parties that it has the authority to
bind the others.
RFP Senior Center.doc Exhibit 1-10
9.02 Legal Authority The signers of this Agreement on behalf of the City, the
Foundation, and Provider represent, warrant, assure, and guarantee that they have full legal
authority to execute this Agreement on behalf of the City, the Foundation, and Provider,
respectively, and to bind the City, the Foundation, and Provider, respectively, to all of the terms,
conditions, provisions, and obligations herein contained.
9.03 Venue and Governin Law. This Agreement shall be construed under and in
accordance with the laws of the State of Texas. Any legal action or proceeding brought or
maintained, directly or indirectly, as a result of this Agreement shall be heard and determined in
Guadalupe County, Texas.
9.04 Implied Waiver. The failure of any Party hereto to insist, in any one or more
instances, upon performance of any the terms, covenants, or conditions of this Agreement shall
not be construed as a waiver or relinquishment of the future performance of any such term,
covenant or condition by any other Party hereto, but the obligation of such other Party with
respect to such future performance shall continue in full force and effect.
9.05 Approvals or Consents. Whenever this Agreement requires or permits approvals
or consents to be hereafter given by any Party hereto, the Parties agree that such approval or
consent shall not be unreasonably withheld. Such approval or consent shall be given in writing
and shall be effective without regard to whether given before the time required herein.
9.06 Addresses and Notices. Unless otherwise provided in this Agreement, any notice,
communication, request, replay or advice (herein severally and collectively for convenience
called "notice") herein provided or permitted to be given, made or accepted by any Party to the
others must be in writing and may be given or be served by depositing the same in the United
States Mail, postpaid and registered or certified and addressed to the Party to be notified, with
return receipt requested, or by delivering the same to an officer of such part, or by prepaid
telegram or facsimile, when appropriate, addressed to the part), to be notified. Notice deposited
in the mail in the manner herein above described shall conclusively deemed to be effective,
unless otherwise stated in this Agreement, from and after the expiration of three (3) days after it
is so deposited. Notice given in any other manner shall be effective only if and when received
by the party to be notified. For the purposes of notice, the addresses of the parties shall, until
change as hereinafter provided, be as shown below. The Parties shall have their right to specify
as its address any other address in the State of Texas by at least fifteen (15) days written notice to
the other party.
If to the City to: City of Schertz, Texas
1400 Schertz Parkway
Schertz, Texas 78154
Attention: City Manager
If to the Foundation to: Comal County Senior Citizens' Foundation
655 Landa Street
New Braunfels, Texas 78130
Attention: Executive Director
RFP Senior Center.doc Exhibit 1-11
If to Provider to:
Attention:
9.07 Severability. The provisions of this Agreement are severable, and if any word,
phrase, clause, sentence, paragraph, section or other part of this Agreement or the application
thereof to any person or circumstance shall ever be held by any court of competent jurisdiction to
be invalid or unconstitutional for any reason, the remainder of this Agreement and the
application of such word, phrase, clause, sentence, paragraph, section or other part of this
Agreement to the other persons or circumstances shall not be affected thereby.
9.08 Changes and Amendments. Except when the terms of this Agreement expressly
provide otherwise, any alterations, additions, or deletions to the terms hereof shall be by
amendment in writing executed by all Parties hereto.
9.09 Sole Agreements. Other than the Foundation Operating Agreement, this
Agreement constitutes the entire agreement among any of the Parties relative to the subject
matter hereof. Other than the Foundation Operating Agreement, there have been and are no
agreements, covenants, representations, or warranties among any of the Parties as to the subject
matter hereof other than those expressly stated or provided for herein.
9.10 Survival. Each and every indemnification obligation, warranty, representation,
covenant and agreement of the Parties contained herein shall survive the execution, delivery, and
termination of this Agreement for a period of two (2) years from and after the date of termination
of this Agreement, and shall not be merged into any document executed and delivered, but shall
expressly survive and be binding thereafter on the City, the Foundation, and Provider, as the case
may be. No inspections or examinations of the City Program Facility or the Program or the
books, records, or information relative thereto by the City shall diminish or otherwise affect the
Foundation's, or Provider's indemnification obligations, representations, warranties, covenants
and agreements relative thereto, and the City may continue to rely thereon.
9.11 Counterparts. This Agreement may be executed in several counterparts, each of
which shall be deemed an original, and all such counterparts together shall constitute one and the
same instrument.
9.12 Cooperation. Each party hereby agrees that it will take all actions and execute all
documents necessary to fully carry out the purposes and intent of this Agreement.
(The remaindeY of this page intentionally left blank.)
RFP Senior Center.doc Exhibit 1-12
IN WITNESS WHEREOF, the parties have executed the Agreement in multiple copies, each
of which shall be deemed an original as of the date and year first written above.
CITY OF SCHERTZ
By:
Don Taylor, City Manager
COMAL COUNTY SENIOR CITIZENS'
FOUNDATION
By:
Robert Lopez, Executive Director
By:
Title:
RFP Senior Center.doc Exhibit 1-13
Exhibit A
Provider Services
Provider will provide the following health screenings, health education, and other health
services at no cost to seniors, the Program, or the City:
[ADD]
RFP Senior Center.doc EXhll)lt 1- l 4
Exhibit B
Provider Area
Within
City Program Facility
[INSERT DRAWING LOCATING PROVIDER AREA
WITHIN THE CITY PROGRAM FACILITY]
RFP Senior Center.doc Exhibit 1-15