HomeMy WebLinkAboutC2020-149 - 3/17/2020 - Approved3P.
PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE
CITY OF CORPUS CHRISTI,
NUECES COUNTY,
AND
HEALTH AUTHORITY
THE STATE OF TEXAS §
COUNTY OF NUECES §
KNOW ALL BY THESE PRESENTS
Section 1. Parties. This professional services agreement ("Agreement") is entered into by
and between the City of Corpus Christi, a Texas home -rule municipal corporation ("City"),
acting through its City Manager or the City Manager's designee ("City Manager"), Nueces
County ("County"), a political subdivision of the State of Texas, acting through its County
Judge or the County Judge's designee ("County Judge"), and Dr. Srikanth Ramachandruni,
M. D., a licensed medical doctor of the State of Texas, in his/her individual capacity ("Dr.
Ram"). For the purposes set out in this document, the City and County, acting as an
organized local public health district pursuant to an existing cooperative agreement between
the parties, may collectively be referred to as the "Health District" in this Agreement.
Section 2. Engagement. The Health District engages Dr. Ram to provide professional
services for the Health District in the capacity of the Health District's appointed local health
authority ("Health Authority"), as the specific term and duties are defined under State law.
Section 3. Contract Administrator. This Agreement will be administered by the City on
behalf of the purposes of the Health District.
Section 4. Term. Following appointment by the Health District's governing bodies and
execution by the last party, the term of this Agreement commences with the date of the
appointment and terminates under the provisions of Section 19 of this Agreement.
Section 5. Services. In consideration of payment to be made for services rendered,
Dr. Ram agrees to provide professional services including, but not limited to, serving as the
Medical Director, serving as the Local Health Authority, and performing the duties specified in
Chapter 121 of the Texas Health and Safety Code for the Health District, whose main facility
is located at 1702 Horne Road, Corpus Christi, Nueces County, Texas, and to the
subdivisions of the City and County's Health Departments, such as Vital Statistics, Animal
Control, and Vector Control, which are physically located elsewhere within the jurisdictional
limits of Nueces County ("Services"). In the event that Dr. Ram provides specific program -
related professional duties to the District's infectious diseases program or other clinical
programs, Dr. Ram shall be paid separately in accordance with the relevant State or federal
program grant. Dr. Ram will notify the Health District's Director each time authority is
transferred and the expected duration of the transfer.
Section 6. Emergency Operations Center. In the event of a weather, biological, or health
emergency, or other public emergency, Dr. Ram additionally agrees to provide Services upon
activation of operations by the Emergency Operations Center ("EOC"), which is located in the
Frost Bank Building on Leopard Street, Corpus Christi, Texas or at the County's EOC located
at 901 Leopard, 5th floor of County Courthouse. Dr. Ram shall report to the EOC upon the
SCANNED
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request of the City or County EOC Director ("Director") and will remain on duty until released
by the Director.
Section 7. Relationship of the Parties.
(A) Dr. Ram will perform all Services as an independent contractor and will furnish the
Services in his/her own manner and method. Under no circumstances or conditions will
Dr. Ram be considered an employee of the City or County or the District for any purpose or
reason. Dr. Ram may only act as an agent of the Health District in the capacity of a medical
director and local Health Authority under State law.
(B) Dr. Ram acknowledges that he/she is competent, capable, qualified, and duly licensed
by the State of Texas to perform the Services specified under this Agreement. Dr. Ram shall
be responsible for selecting a doctor that meets the requirements specified in this Agreement,
subject to the approval of and appointment by the City and County, to serve as Dr. Ram's
alternate in the event of Dr. Ram's absence, incapacitation, or inability to serve under the
terms of this Agreement and Chapter 121 of the Texas Health and Safety Code.
Section 8. Fee/Compensation for Services.
(A) In consideration of Dr. Ram's faithful performance of this Agreement and as full
compensation for Services performed pursuant to this Agreement, the Health District shall
pay Dr. Ram a monthly amount of $8,333.33 to be remitted on a monthly basis following the
delivery of Services.
(B) Dr. Ram acknowledges and agrees that he/she is personally responsible for the payment
of all federal, State, and local taxes and fees, of any nature whatsoever, accruing or that may
derive from the receipt of compensation, by Dr. Ram, under this Agreement.
Section 9. Insurance Required.
(A) Before the performance required under this Agreement can begin, Dr. Ram shall deliver
copies of all Certificates of Insurance ("Certificates") required by Exhibit A, which is
attached to this Agreement and incorporated in this Agreement by reference, as proof that
the required insurance coverage provisions of this Agreement have been satisfied. Copies of
the Certificates must be submitted to the City's Risk Manager ("Risk Manager") and to the
City Manager. Dr. Ram must maintain in good standing and keep in force all insurance
coverages required under this Agreement for the term of this Agreement.
(B) The Certificates must state, in writing on the face of each document, that the Risk
Manager shall be given at least 30 days written notice of cancellation, any material change,
or intent not to renew any of the policies required under this Agreement, by certified mail.
Additionally, the City of Corpus Christi and Nueces County must be named as separate
additional insureds for liability arising from Dr. Ram's provision of Services under this
Agreement.
(C) If the insurance company or companies utilized by Dr. Ram elects to use the standard
ACORD form, the cancellation clause located on the bottom right of each ACORD form must
be amended by adding the wording "materially changed or" between "be" and "canceled,"
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deleting the words "endeavor to," and deleting the wording after "left." In lieu of modification
of an ACORD form, separate endorsements addressing the same substantive requirements,
as stated in this section and Exhibit A, are mandatory on the ACORD form.
(D) Dr. Ram must provide workers' compensation coverage through a licensed insurance
company or through self-insurance obtained in accordance with Texas law.
Section 10. Indemnification. To the extent allowed by Texas law,
Dr. Ram ("Indemnitor") will indemnify and hold harmless the City, the
County, and their respective officers, employees, representatives,
and agents ("Indemnitees") from and against any and all liability,
damages, loss, claims, demands, suits, and causes of action of every
nature whatsoever asserted against or recovered from the
Indemnitees, or any of them individually, on account of personal
injuries (including, without limitation on the foregoing, workers'
compensation, premises defects, and death claims), property loss or
damage, or any other kind of damage, including dishonest,
fraudulent, negligent, or criminal acts of the Indemnitor or any of
his/her employees, representatives, or agents, acting alone or in
collusion with others, and including all expenses of litigation, court
costs, and attorneys' fees which arise, or are claimed to arise, out of
or in connection with the services provided by the Indemnitor
pursuant to this Agreement, regardless of whether such injuries,
death, or damages are caused or claimed to be caused by the
concurrent or contributory negligence of the Indemnitees, or any of
them individually. The Indemnitor covenants and agrees that, if the
Indemnitees, or any of them individually, are made a party to any
litigation against the Indemnitor or, in any litigation commenced by
any party other than the Indemnitor, relating to this Agreement, the
Indemnitor, shall, upon receipt of reasonable notice regarding the
commencement of any litigation, at its own expense, investigate all
claims and demands, attend to their settlement or other disposition,
defend the Indemnitees collectively or each separately, in all actions
based thereon with counsel satisfactory to the Indemnitees, and pay
all charges of attorneys and all other costs and expenses of any kind
arising from any said liability, damage, loss, demand, claim, or
action.
Section 11. Nondiscrimination. Dr. Ram shall not discriminate nor permit discrimination
against any person or group of persons, as to employment or in the performance of Services
under this Agreement, on the grounds of race, religion, national origin, sex, disability, or age,
or in any manner prohibited by the laws of the United States or the State of Texas. The City
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and County each retains the right to take such action as the United States may direct to
enforce this non-discrimination covenant.
Section 12. Compliance with Laws. Dr. Ram must comply with all applicable federal,
State, and local government laws, rules, regulations, and ordinances, which may be
applicable to the Services to be rendered under this Agreement and to his/her performance
under this Agreement.
Section 13. Notices.
(A) All notices, demands, requests, or replies provided for or permitted, under this
Agreement by either party must be in writing and must be delivered by one of the following
methods: (1) by personal delivery; (2) by deposit with the United States Postal Service as
certified mail, return receipt requested, postage prepaid; (3) by prepaid telegram; (4) by
deposit with an overnight express delivery service, for which service has been prepaid; or, (5)
by fax transmission.
(B) Notice deposited with the United States Postal Service in the manner described above
will be deemed effective two (2) business days after deposit with the United States Postal
Service. Notice by telegram or overnight express delivery service in the manner described
above will be deemed effective one (1) business day after transmission to the telegraph
company or overnight express carrier. Notice by fax will be deemed effective upon
transmission with proof of delivery to the receiving party. All such communications must only
be made to the following:
IF TO THE HEALTH DISTRICT:
City of Corpus Christi
Attn: City Manager
P. O. Box 9277
Corpus Christi, TX 78469-9277
(361) 880-3220 Office
(361) 880-3839 Fax
With a copy to:
Nueces County
Attn: County Judge
901 Leopard St., Rm. 303
Corpus Christi, TX 78401
(361) 888-0444 Office
(361) 888-0445 Fax
IF TO DR. RAM:
Dr. Srikanth Ramachandruni
5950 Saratoga Blvd.
Corpus Christi, Texas 78414
(321) 917-9263 Office
(361) Fax
(C) Either party may change the address to which notice is sent by using a method set out
above in this section. Dr. Ram must notify the Health District of an address or phone number
change within 10 days after the address or number is changed.
Section 14. Amendments. No alterations, changes, or modifications to the terms of this
Agreement nor the waiver of any provision will be valid unless made in writing and signed by
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all parties to this Agreement by a person authorized to sign agreements on behalf of each
party. With respect the Health District, the parties authorized to sign are as stated in the
parties' cooperative agreement.
Section 15. Waiver.
(A) The failure of any party to complain of any act or omission on the part of the other party,
no matter how long the same may continue, will not be deemed a waiver by said party of any
of its rights under this Agreement.
(B) No waiver of any covenant or condition or of the breath of any covenant or condition of
this Agreement by any party at any time, express or implied, will be taken to constitute a
waiver of any subsequent breach of the covenant or condition nor will justify or authorize the
nonobservance on any other occasion of the same or any other covenant or condition of this
Agreement.
(C) If any action by Dr. Ram requires the consent or approval of the Health District on one
occasion, any consent or approval given on said occasion will not be deemed a consent or
approval of the same or any other action at any other occasion.
(D) Any waiver or indulgence of Dr. Ram's default of any provision of this Agreement will not
be considered an estoppel against the Health District. It is expressly understood that, if at
any time Dr. Ram is in default of any of the conditions or covenants of this Agreement, the
failure on the part of the Health District to promptly avail itself of any rights and remedies
which the Health District may have will not be considered a waiver on the part of the Health
District, but the Health District may at any time avail itself of said rights or remedies or elect to
terminate this Agreement on account of said default.
(E) The rights and remedies in this section are cumulative and are in addition to any other
rights and remedies provided by law.
Section 16. Budgetary Appropriations. Dr. Ram understands and acknowledges that the
continuation of this Agreement after the close of any fiscal year of the City or County, which
fiscal year end on September 30, respectively, of each year, is subject to sufficient
appropriations and budget approval providing for or covering this Agreement as an
expenditure in the City's and County's budgets. Neither the City nor the County represents to
Dr. Ram that said budget item will be actually adopted, the determination as to appropriations
and expenses being within the sole discretion of the City's and County's governing bodies at
the time of adoption of their respective budgets. If revenue funds are not appropriated by the
City and County for any individual fiscal year following the execution of this Agreement, the
Health District reserves the right to terminate this Agreement without penalty.
Section 17. Force Majeure. No party to this Agreement will be liable for failures or delays
in performance due to any cause beyond their control including, but not limited to, any
failures or delays in performance caused by strikes, lock outs, fires, acts of God or the public
enemy, common carrier, severe inclement weather, riots or interference by civil or military
authorities. The rights and obligations of the parties will be temporarily suspended during this
period to the extent performance is reasonably affected.
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Section 18. Assignment and Transfer of Agreement. This Agreement may not be, in
whole or in part, assigned or transferred, directly or indirectly, by Dr. Ram without the prior
written consentof the Health District. Subject to the foregoing, this Agreement shall be
binding upon the Health District and Dr. Ram and each of their respective successors and
assigns.
Section 19. Termination of Agreement.
(A) This Agreement terminates upon the earlier of the following:
(1) The termination date specified in a written notice sent to Dr. Ram from the Health
District;
(2) Lack of budgetary appropriations by the City or County, as specified in Section 16;
(3) Expiration of the appointment of Dr. Ram to act as the local Health Authority; or
(4) By mutual consent of the parties to this Agreement.
(B) In the event of a termination of this Agreement, any unpaid compensation due by the
Health District to Dr. Ram for Services performed up to the effective date of termination will
be paid to Dr. Ram within 10 days of the effective termination date.
(C) The parties acknowledge and agree that this Agreement may be terminated with or
without cause.
(D) In the event of the expiration of the appointment of Dr. Ram under the provisions of
(A)(3) above, should Dr. Ram continueto serve the District in a holdover capacity, this
Agreement shall continue only until Dr. Ram has been duly reappointed (at which time a new
agreement will be executed and in place) or until another individual has been appointed as
the Health Authority by the members of the District. It is the express intent of the parties that
the terms of this Agreement shall survive during any holdover period, absent notice of
termination under the provisions of (A)(1)`above.
Section 20. Venue and Jurisdiction.
(A) All actions brought to enforce compliance will be brought in Nueces County, where this
Agreement was executed and will be performed.
(B) This Agreement will be governed by and construed in accordance with the laws of the
State of Texas.
Section 21. Severability.
(A) If, for any reason, any section, paragraph, subdivision, clause, provision, phrase, or word
of this Agreement or the application hereof to any person or circumstance is, to any extent,
held illegal, invalid, or unenforceable under present or future law or by a final judgment of a
court of competent jurisdiction, then the remainder of this Agreement, or the application of
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said term or provision to persons or circumstances other than those as to which it is held
illegal, invalid, or unenforceable, will not be affected thereby, for it is the definite intent of the
parties to this Agreement that every section, paragraph, subdivision, clause, provision,
phrase, or word hereof be given full force and effect for its purpose.
(B) To the extent that any clause or provision is held illegal, invalid, or unenforceable under
present or future law effective during the term of this Agreement, then the remainder of this
Agreement is not affected thereby, and in lieu of each such illegal, invalid, or unenforceable
clause or provision, a clause or provision, as similar in terms to such illegal, invalid, or
unenforceable clause or provision as may be possible and be legal, valid, and enforceable,
will be added to this Agreement automatically.
Section 22. Certificate of Interested Parties. Consultant agrees to comply with Texas
Government Code section 2252.908 and complete Form 1295 Certificate of Interested
Parties as part of this agreement.
Form 1295 requires disclosure of "interested parties" with respect to entities that enter
contracts with governmental entities. These interested parties include:
(1) persons with a "controlling interest" in the entity, which includes:
a. an ownership interest or participating interest in a business entity by virtue of units,
percentage, shares, stock or otherwise that exceeds 10 percent;
b. membership on the board of directors or other governing body of a business entity
of which the board or other governing body is composed of not more than 10
members; or
c. service as an officer of a business entity that has four or fewer officers, or service as
one of the four officers most highly compensated by a business entity that has more
than four officers.
(2) a person who actively participates in facilitating a contract or negotiating the terms
of a contract with a governmental entity or state agency, including a broker, intermediary,
adviser or attorney for the business entity.
Form 1295 must be electronically filed with the Texas Ethics Commission at
https://www.ethics.state.tx.us/filinginfo/1295/
Section 23. Entirety Clause. This Agreement and the attached and incorporated exhibits`,
constitute the entire agreement between the parties for the purposes stated''All; other
agreements, promises, representations, and understandings, oral or otherwise, with
reference to the subject matter hereof, unless contained in this Agreement, are expressly
revoked, as the parties intend to provide for a complete understanding within the provisions
of this Agreement and its exhibits of the terms, conditions, promises, and covenants relating
to Dr. Ram's performance hereunder.
(EXECUTION PAGES FOLLOW)
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EXECHTED.IN TRIPLICATE, each of which will be considered an original, on this the day
of _ c(``A , 2020.
ATTEST:
City Secretary
CITY OF CORPUS CHRISTI
''''"e•Z4roijriivrioos•
er Zanoni
City Manager
APPROVED AS TO FORM ONLY: f1 41 rC`t 17 , 2020
6-w•-•
Buck Brice
Assistant City Attorney
for the City Attorney
STATE OF TEXAS §
COUNTY OF NUECES §
�� AUTHUKI[t►
vr cawacK ►� - 9_o
crrpFn y
- A
This instrument was acknowledged before me on the 2.% day of .4;0r\ \ , 2020,
by Peter Zanoni, City Manager of the City of Corpus Christi, Texas, a home -rule municipal
corporation, on behalf of the corporation. -
ATTEST:
Kar Sands
County Clerk
APPROVED AS TO FORM ONLY: '� / 7
ura Garza Jimenez
County Attorney
HealthAuthoritycontract BB 3.4.20
Barbara Canales
County Judge
, 2020
20200107-3/11
STATE OF TEXAS §
COUNTY OF NUECES §
This instrument was acknowledged before me on the
by Barbara Canales, County Judge of Nueces County,
State of Texas, on behalf of the county.
(seal)
Page 9 of 9
1 / qday of 1Y1114M., , 2020,
Texas, a political subdivision of the
Dr. Srikanth Ramachandru in his individual capacity
Signature
V\CLI01," e-c�Q-t cv�:cir
Printed Name
3(.62 -
Texas Medical License Number
3 - L • --1_15
Date
STATE OF TEXAS
COUNTY OF NUECES
1 r. rw ` MARGARET MEADE
0 i�►r4 Notary ID N130180472
1 ,y�7/�f�� My Commission Expires
I ��F �1 April i, 2023 I
This instrument was acknowledged before me on the � day of MQrcV1 , 2020,
by Dr.Srikanth Ramachandruni
DINA CHAVEZ
Notary ID #11438143
My Commission Expires
January 21. 2022
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