HomeMy WebLinkAboutC2005-245 - 5/24/2005 - Approved TITLE V AGREEMENT
BETWEEN THE
CITY OF CORPUS CHRISTI
AND
NUECES COUNTY MEDICAL EDUCATION FOUNDATION
THE STATE OF TEXAS
COUNTY OF NUECES
KNOW ALL BY THESE PRESENTS:
This professional services agreement ("Agreement") is made by and between the City
of Corpus Christi, a municipal corporation organized under the laws of the State of
Texas ("City"), acting through its City Manager or his designee ("City Manager''), and
the Nueces County Medical Education Foundation ("Foundation"), a Texas nonprofit
corporation, in order to provide health care services for Title V Maternal-Child Health.
Section 1. Term of Agreement.
The term of this Agreement will commence upon execution by the City of this
Agreement and will expire at the close of business on July 31,2005.
Section 2. Services Provided by Foundation.
A The Foundation shall provide the pre-natal health care services ("Services")
outlined in Exhibit A, which is attached to this Agreement and incorporated into
this Agreement by reference. The Foundation shall provide the Services to
patients that have completed an initial visit and registration process with the
City.
B. The Foundation agrees to follow all requirements of the Title V Maternal-Child
Health Grant provided to the City by the State of Texas ("Grant").
Section 3. Services Provided by City.
A. The City will perform an initial visit for all patients during which registration,
history, a physical, lab work, and counseling will be conducted.
B. The City will conduct a quality assurance process in order to monitor the
Services provided by the Foundation.
Section 4. Compensation by City.
A. The City shall reimburse the Foundation for Services rendered at the rates set
out in Exhibit A and in accordance with all Grant provisions. In no event may
the total amount reimbursed to the Foundation by the City during the term of
this Agreement exceed $150,000.
B. The Foundation shall submit a detailed summary, on a monthly basis, that
documents the Services provided to each patient during the preceding
2005-245
05/24/05
M2005-156
Nueces Co. Medical Education
calendar month. Each summary must be submitted no later than the 10th day
of the month following the provision of Services.
C. The Foundation shall accept reimbursement from the City as payment in full
for Services rendered, and the Foundation shall seek no additional reimburse-
merit for the provision of Services from patients eligible to receive such Set-
vices under the Grant.
Section 5. Contract Administrator.
For this Agreement, the City's contact person and contract administrator is the Acting
Director of the Corpus Christi-Nueces County Public Health District ("Director").
Section 6. Relationship.
The Foundation will perform all professional Services as an independent contractor and
will furnish such Services in its own manner and method and under no circumstances
or conditions will an officer, employee, agent, or representative of the Foundation be
considered an employee, agent, or representative of the City for any purposes or rea-
sons whatsoever. Any officer, employee, agent, or representative of the Foundation
assigned to perform Services under this Agreement shall be competent, capable,
qualified, and shall be duly licensed to perform their services, if licensure is required by
the State of Texas for performance of any portion of this Agreement.
Section 7. Insurance.
As a condition of this Agreement, the Foundation is required to obtain and
maintain, during the term of this Agreement, the insurance coverages outlined
in Exhibit B, which is attached to this Agreement and incorporated in this
Agreement by reference. All insurance coverages must meet the requirements
stated in Exhibit B.
Before the rendering of Services by Foundation under this Agreement can
begin, the Foundation shall deliver a certificate of insurance ("Certificate") as
proof of the insurance coverages required in Exhibit B, The Certificate must be
submitted to the City's Director of Risk Management.
Section 8. Disclosure of Interest.
The Foundation covenants and agrees, in compliance with Section 2-349 of the City's
Code of Ordinances, to complete the disclosure of interest form which is attached to this
Agreement as Exhibit C and which, once executed, is incorporated by reference into
this Agreement.
Section 9. Continued Availability of Funding.
This Agreement and the performance required by the City is contingent upon the con-
tinued availability of funding. If funds become unavailable through lack of appropri-
ations, budget cuts, transfer of funds between programs, amendment to the City"s
budget that ~mpacts th~s Agreement, agency or program conso dat ons by the State of
Texas, or any disruption of current appropriations, the termination provision of this
Agreement will apply.
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Section 10. Notice,
All noties, 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 or registered 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.
Notice deposited with the United States Postal Service in the manner de-
scdbed above will be deemed effective two (2) business days after deposit with
the United States Postal Service. Notice by telegram or ovemight 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 CITY:
IF TO FOUNDATION:
City of Corpus Christi
Attn: Health Director
P. O. Box 9277
Corpus Christi, TX 78469-9277
(361) 851-7200 Office
(361) 850-1343 Fax
Nueces Co. Med. Educ. Foundation
At'tn: Executive Director
2606 Hospital Blvd., West Bldg. 5~h FI.
Corpus Christi, TX 78405
(361) 902-4473 Office
(361) 902-4588 Fax
Either party may change the address or phone numbers to which notice may
be sent by using a method set out in subsection A above. The Foundation
shall notify the City of an address or phone number change within 10 days
after the address or phone number has changed.
Section 11. Assignment and Transfer.
This Agreement may not be, in whole or in part, assigned or transferred, directly or
indirectly, by either party without the pdor written consent of both parties to this Agree-
ment. Subject to the foregoing, this Agreement shall be binding upon the City and the
Foundation, their successors, and assigns.
Section 12 Amendments. No alterations, changes, or modifications of the terms or
conditions of this Agreement nor the waiver of any provision will be valid unless made in
writing and signed by both parties to this Agreement by persons authorized to sign
agreements on behalf of each party.
Section 13. Termination.
A. This Agreement may be terminated:
(1) by the City at any time with or without cause;
(2) by City in accordance with Section 9 of this Agreement; or,
(3) upon the mutual written agreement of both parties.
H:~-EG-DIR~elizabeth~Dep[ Files~-Iealth Dept\Title V NCMEF Agmt doc Page 3 of 7
B. Upon an event of termination, all finished and unfinished documents, data,
and reports prepared by the Foundation relating to Services rendered under
this Agreement will be delivered to the City, and Foundation agrees to assist
the City in completing summaries and reports required to be submitted by the
State of Texas in accordance with the Grant.
Section 14. Indemnification.
. To the extent allowed by Texas law., the Foundation
~'lndemnitor") will indemnif~ and hold harmless the Ci of
.~.orpu~.s, C.hristi~. its o. fficers,'em, ploy. ees, agents, and.. Cr i, e~p.r..e~enta
tives [ ,naemn,tees. ) from ana a_oalnst anv ana all habmn,'
amag.es, los. s, .claims, demandg, su~.ts, and causes of ac'(ion of
anv nazure wnarsoever asserted aaalnst or recovered from the
Ci~.on.accou.nt of per. sona, I injuri6s in..cluding, without limi. tation
o.n ~.n.e r.or. egolng, wor. Ke. rs com~ensarlon, preml.s, es defec;s,
oeam. clalms,. _Drol~ertv. _ __ loss or oamacle., or. any orner kind. . of dam-
a~Te. including dishon.~, t, fraudulenCneghgent, or criminal acts
o~. the Indemnitorfs. officers., emDIovees.. _ _. _ a.clents._ . or.rep, resenta-.
rives, actin~ alone or In collusion with ottiers, and includin all
expenses 07 litigation, cou. rt costs, and attornevs'fees whigc~
artse, or are cl.a. lmed fo arise, .out of or in conn.~.ction with the
serwc..es prowde, d by Inde .mmtpr purs.uant to th!s Agreement,
regardless of.wnether sucn injuries, oeath, or oamages are.
caused or claimed to be caused by the concurrent or contribu-
ting negligence of Indemnitees.
Furthermore, the Foundation covenants and a_clrees that. if
the. City is...m, ad.e. a party to any.litigation against th~ Foundation,
or in any ,=lgarlon commenceo nv anv pai=tv other than the
Foundatio.n relating to this Agre~meKt.'the 7=oundation .... shall.
upon ...... recemt of reasonable notice regardin commencement of
h't.i.qat~o.n, .~.t ~ts ow..n, expense, (n. vest.!gate .a.~. claims and de_m. ands,
at, eno Fo rnelr serzlemen[ or ozner alsDosltion, defend the C~tv in
al.I. actions based thereon with counsel satisf~ctorv to the Indem-
mtees, and pay all.char~ie~, of attorneys an. d .all ot..lier costs and
expenses o~any, kind ansln._q from any said liability, damage,
loss, demand, claim, or action.
Section 15. Non-Discrimination.
The Foundation 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, physical or mental
disability, or age, or in any manner prohibited by the laws of the United States or the
State of Texas. The City Manager and Director retain the right to take such action as
the United States may direct to enforce this non-discrimination covenant.
Section 16. Compliance with Laws.
The Foundation must comply with all applicable federal, State, and local government
laws, rules, regulations, and ordinances, which may be applicable to its performance
under this Agreement. This Agreement and the parties' required performance under
this Agreement is also subject to applicable provisions of the City Charter.
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Section 17. No Third Party Beneficiaries. Nothing in this Agreement, express or im-
plied, is intended or may be construed to confer upon any person, firm, or corporation,
other than the parties to this Agreement and their respective successors or assigns, any
remedy or claim under or by reason of this Agreement or any term, covenant, or condition
of this Agreement, as a third party beneficiary or otherwise, and all of the terms, cove-
nants, and conditions of this Agreement are for the sole and exclusive benefit of the
parties to this Agreement and their successors and assigns.
Section 18, Confidentiality.
The parties acknowledge that in connection with the Services to be performed
under this Agreement by the Foundation, the Foundation may be acquiring and
making use of certain confidential information of the City which includes, but is
not limited to, management reports, patient information and lists, and other
materials or records of a proprietary nature ("Confidential Information").
Therefore, in order to protect the Confidential Information, the Foundation and
its employees, agents, and representatives shall not after the expiration date of
this Agreement use the Confidential Information, except in connection with the
performance of Services pursuant to this Agreement, or divulge the Confiden-
tial Information to any third party, unless the City consents in writing to such
use or divulgence or disclosure is required by law. In the event that the Foun-
dation receives a request or demand for the disclosure of Confidential Informa-
tion, the Foundation shall immediately provide written notice to the City of such
request or demand, including a copy of any written element of such request or
demand.
The Foundation agrees to adequately instruct its employees and all personnel
that may provide Services pursuant to this Agreement regarding the confiden-
tiality and privacy of patients and patients' medical records. All such instruc-
tions must be in accordance with the formal policies and rules of the Founda-
tion and with all federal and State laws and regulations regarding patient and
medical record confidentiality.
Section 19. Venue and Jurisdiction.
Any and all actions brought to enforce compliance with this Agreement 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 20. Waiver.
The failure of either 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 either party of any of its rights under this Agreement. No
waiver of any covenant or condition or of the breach of any covenant or
condition of this Agreement by either 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.
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If any action by the Foundation requires the consent or approval of the City
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.
Any waiver or indulgence of the Foundation's default of any provision of this
Agreement will not be considered an estoppel against the City. It is express-
ly understood that, if at any time the Foundation is in default in any of its con-
ditions or covenants hereunder, the failure on the part of the City to promptly
avail itself of said rights and remedies which the City may have will not be
considered a waiver on the part of the City, but the City may at any time avail
itself of said rights or remedies or elect to terminate this Agreement on account
of said default.
D. The rights and remedies in this section are cumulative and are in addition to
any other rights and remedies provided by law
Section 21. Severability.
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 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 def-
inite 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
To the extent that any clause or provision is held illegal, invalid, or unenforce-
able 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. Captions. The captions contained in this Agreement are for convenience
of reference only and in no way limit or enlarge the terms andconditions of this Agree-
ment.
Section 23. Entirety Clause
This Agreement and the attached and incorporated exhibits constitute the entire agree-
ment between the City and the Foundation for the purpose stated. All other agree-
ments, promises, representations, and understandings, oral or otherwise, with refer-
ence 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 pro-
visions of this Agreement and its exhibits of the terms, conditions, promises, and
covenants relating to Foundation's performance hereunder.
(EXECUTION PAGE FOLLOWS)
H:~LEG-DIR~lizabeth\Dep[ Files~leal[h Dept\TiUe V NCMEF Agm[ doc
Page 6 of 7
EXECUTED IN DUPLICATE, each of which will be considered an original, on this
the 3[~"1 day of ~ ,2005.
ATTEST:
Armando Chapa
City Secretary
CITY O~US CHRISTI
as to form: May,6, 2005
for the City Attorney ~
NUECES COUNTY MEDICAL EDUCATION FOUNDATION
litle
Date
STATE OF TEXAS
COUNTY OF NUECES
This instrument was subscribed and sworn to before me on this the ~' ": day of
~ \ ~ u.~ ,2005, by ~., c_l,,,-r,k ~,"~ . I~ , who is an
authorize~l representative of the Nueces County Medical Education Foundation, a
Texas nonprof'¢[ corporation, on behalf of the corporation.
Notary Publi~ State of Te~s
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EXHIBIT A
MATERNAL - CHILD SERVICES
PRENATAL
Initial prenatal Visit
Antepartum Care Visit
High Risk Antepartum Care Visit
Post@artum Visit
Initial Client Education
Complete Ultrasound
Follow Up or !~imited Ultrasound
Non-stress Test
Biophysical Profile
Rho(D) Immune Globulin
Blood Glucose Test Strips
Springload Device for Lancet
Lancets (100 per box)
$70.64
$29.52
$41.46
$23142
$104.19
$57.28
$36.28
$119,00
$30.74
$!6.74
$14.38
LABORATORY
Pregnancy Test
U dne Culture/Sensitivity
CBC
GBS Culture
TB S~in Test~P, eading
LAB _Handling Fee
$8:74
$11.18;
$!0-74
$9.16
;7:36
$3.55
DYSPLASlA
Initial Visit
Return Visit
Colpo_scopy
C0!p~scopy and Biopsy
Cryotherapy
LEEP
Laser
HPV DNA Testing
$70.64
$29.52
$51 .o!
$78.83
$82.10
$148.65
$161.47
$48.50
ADDITIONAL LABORATORY
Urinal_ysis
Hem0~q!0bin
Hematocrit
$3.27
$3.27
EXHIBIT B
INSURANCE REQUIREMENTS
FOUNDATION'S LIABILI'FY INSURANCE
Foundation must not commence work under this agreement until all insurance required has been
obtained and such insurance has been approved by the City. Foundation must not allow any
subcontractor to commence work until all similar insurance required of the subcontractor has
been so obtained.
Foundation must furnish to the City's Risk Manager, two (2) copies of Certificates of Insurance,
showing the following minimum coverage by insurance company(s) acceptable to the City's RUsk
Manager. The City must be named as an additional insured for the General Liability policy1 and a
blanket waiver of subrogation is required on all applicable policies.
TYPE OF INSURANCE
30-Day written notice of cancellation, material
change, non-renewal or termination and a 10 day
written notice of cancellation for non-payment
premiums Is required on all certificates
COMMERCIAL GENERAL LIABILITY including:
1. Commercial Form
2 Premises - Operations
3. Products/Completed Operations Hazard
4 Contractual Liabilib/
5 Independent Contractors
6. Personal Injury
PROFESSIONAL LIABILITY to include
1. Medical Malpractice
MINIMUM INSURANCE COVERAGE
Bodily Injury and Property Damage
Per occurrence aggregate
$1,000,000 COMBINED SINGLE LIMIT
$1,000,000 COMBINED SINGLE LIMIT
In the event of accidents of any kind, Foundation must furnish the Risk Manager w~h copies of all
reports of any accident within ten (10) days of the accident.
II. ADDITIONAL REQUIREMENTS
Cedificate of Insurance:
The City of Corpus Christi must be named as an additional insured on the General
liability coverage and a blanket waiver of subrogation is required on all applicable policies.
If your insurance company uses the standard ACORD form, the cancellation clause
(bottom dght) must be amended by adding the wording "changed or" between "be" and
"canceled", and deleting the words, "endeavor to", and deleting the wording after "left". In
the alternative, a policy endorsement with the required cancellation language is required.
· The name of the project must be listed under "Description of Operations"
At a minimum, a 30-day written notice of cancellation, material change, non-renewal,
termination and a 10 day written notice of cancellation for non-payment of premium is
required.
If the Certificate of Insurance does not show on its face the existence of the coverage required
by items 1 .B (1)-(6), an authorized representative of the insurance company must include a letter
specifically stating whether items 1 .B. (1)-(6) are included or excluded.
EXHIBIT C
OF CORPUS ~-l~
DISCLOSURE OF I~ tacEST
P. O. BOX:
Job T'rtie and City Depa~nent (if'known)
2. S/m= ~h~ ~ ofe~:h "ot~ac. ial" office City of Corpus Christi having an "owner~ ~ cot~ 3% or
mine of th= owms. mhtp ia ~ ahoy= mm~d "finn.~
Ti~
3. Sla~ the .-..~, of m~h 'q~G u~e~' of Ibe City of ~ C~risti haviu& an '~ inlm~st" c,.~,aai,~i,,g
3% or mo~ of time ownemship in the above uamed "rum."
~ Commie~k~, or Commil~ee
4. S~e the ~mm of each employee ot offir~t ofa 'cousulUmt" for the City of Corp~ ~ wire wodmd on any
mm~t rehted ~o the subject of Ihim co~:~ aud I~ aa "owue~hip iz~tes~ colb,~g 3% or more of the
C_~m~lJlant
r'lCl~'IFICATE
I c=fify ~ all i~l',.....~u provided i~ u'ue ,,.a con~ as of the d-,e of~hi~ s,~,~,~m_ ch,mi I have n. ot .k~ .c~n~
wifl~held disdosme of say infu/msfiou n~es~ed; and fi,st supp{emeulai st-~t,-men~s ~ill be _urumpdy sulmlFa~ to the
City of Corpm Chri~ Texas a.m chsn~-s occur.
D~/ITION$
"Bam~l mmnb~." A ~.-~ b~r of ~ny Ix~nt, c~mu~si<~, or commim~ ~pl:minmt by the CiW C ~. meil
of ibc City of Corp~ Chri~ T~.
"F. mploy~e." Any permn ~mploy~ by e~. City of Corpus Christi, T~ ~ifl~ on a full o~ !~ u;,..e
"o~iaL" Th~ l~y.r, m-,-I~r~ of m- City Coum:il, City Ma~a~r. I:~puzy Oy Mana~r, .* ~-~*.t
City kimmg~, DeparUn~nt and Dhrisio~ H,'*,~.. and MunicipaJ Cour~ ~ of the City of Corpu~
Cl,. L~. Tmma.
"C. OnSUlbmL" Pray pm~on or firm, such as mq~z~ and areb H,-,"~. him/by the C/ty of Corpus
for the purpose ofl~f~io~l co,~'.~[-~;,m nad