HomeMy WebLinkAboutC2008-229 - 5/13/2008 - ApprovedPROFESSIONAL SERVICES AGREEMENT
BETWEEN THE
CITY OF CORPUS CHRISTI
AND
DR. COLETTE SIMON
THE STATE OF TEXAS §
§ KNOW ALL BY THESE PRESENTS:
COUNTY OF NUECES §
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"), and Colette Simon, M. D., a
licensed medical doctor of the State of Texas, in her individual capacity ("Dr. Simon").
Section 1 Engagement. The City engages Dr. Simon to provide professional services for
the City's Department of Public Health ("Department") in the capacity of the Department's
alternate local Health Authority ("Alternate Health Authority") as a designee for Dr. William
Burgin, Jr., M. D. ("Dr. Burgin").
Section 2 Term. Following appointment, the term of this Agreement commences upon
execution by the City Manager and terminates under the provisions of Section 17 of this
Agreement.
Section 3 Services. In consideration of payment to be made for services rendered,
Dr. Simon agrees to provide professional services including, but not limited to, the duties
specified in Chapter 121 of the Texas Health and Safety Code for the Department, whose
main facility is located at 1702 Horne Road, Corpus Christi, Nueces County, Texas, and to
subdivisions of the Department, such as Vital Statistics, Animal Control, and Vector Control,
which are physically located elsewhere within the jurisdictional limits of the City of Corpus
Christi, Nueces County, whenever requested to so act as the Alternate Health Authority, by
direction of Dr. Burgin as the City's appointed Health Authority, in the event of or due to Dr.
Burgin's absence or incapacitation ("Services").
Section 4. Emergency Operations Center. In the event of a weather, biological, or health
emergency, or other public emergency and the absence or incapacitation of Dr. Burgin during
such public emergency, Dr. Simon additionally agrees to provide Services upon activation of
operations, by the City, of the Emergency Operations Center ("EOC"), which is located in the
Frost Bank Building on Leopard Street, Corpus Christi, Texas. Dr. Simon shall report to the
Emergency Operations Center upon the request of the Director of the EOC ("Director") and
will remain on duty until released by the Director.
Section 5 Relationship.
~°~ ^~ ~~^~^~ •••"' --~`--•-+ all Services as an independent contractor and will furnish the Ser-
2008-229 id method. Under no circumstances or conditions will Dr. Simon
05/13/08 ~ of the City or Department for any purpose or reason. Dr. Simon
Res. 027690
Dr. Colette Simon
may only act as an agent of the City in the capacity of an alternate local Health Authority
under State law.
(B) Dr. Simon acknowledges that she is competent, capable, qualified, and duly licensed by
the State of Texas to pertorm the Services specified under this Agreement.
Section 6 Compensation.
(A) In consideration of Dr. Simon's faithful performance of this Agreement and as full com-
pensation for Services performed pursuant to this Agreement, the City shall pay Dr. Simon an
hourly rate of $57.69.
(B) Dr. Simon shall document the hours of Services provided to the Department during each
calendar week of this Agreement ("Pay Sheet"). A "calendar week" is defined, for the pur-
poses of this Agreement, to begin each Sunday at 12:01 a. m. and conclude each Saturday at
12:00 a.m. In no event, other than a public emergency, may the hours of Services performed
under this Agreement exceed 20 hours in any calendar week. Dr. Simon shall submit a Pay
Sheet each Wednesday following the conclusion of each calendar week in which Services
were performed under this Agreement. Submission of the Pay Sheet is to be made to the
City Manager.
(C) The City reserves the right to dispute the calculation of hours shown on any Pay Sheet
submitted under this Agreement prior to payment being made. In the event of a dispute, the
City may request additional documentation to support the calculations shown.
(D) The City shall render payment, based on the total hours shown on the submitted Pay
Sheet, by the close of business on the Wednesday next following the submission of the Pay
Sheet.
(E) The City agrees to pay for all out-of-county travel and training expenses incurred by
Dr. Simon that are related to Services provided under this Agreement, in accordance with the
City's travel reimbursement policies, if the travel and training expenses are pre-approved in
writing by the City Manager.
(F) Dr. Simon acknowledges and agrees that 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. Simon, under this Agreement.
Section 7 Insurance.
(A) Before the performance required under this Agreement can begin, Dr. Simon shall de-
livercopies 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. Simon must maintain in good standing and keep in force all insurance
coverage 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 Mana-
gershall be given at least 30 days written notice of cancellation, any material change, or
Simon HA Comp Agmt 2008.doc Page 2 of 8
intent not to renew any of the policies required under this Agreement, by certified mail. Addi-
tionally, the City of Corpus Christi must be named as an additional insured for liability
arising from Dr. Simon's provision of Services under this Agreement.
(C) If the insurance company, utilized by Dr. Simon, elects to use the standard ACORD
form, the cancellation clause located on the bottom right of the ACORD form must be
amended by adding the wording "materially changed or" between "be" and "canceled," de-
leting the words "endeavor to," and deleting the wording after "left." In lieu of modification of
the ACORD form, separate endorsements addressing the same substantive requirements, as
stated in this subsection, are mandatory on the ACORD form.
(D) Dr. Simon must provide workers' compensation coverage through a licensed insurance
company or through self-insurance obtained in accordance with Texas law.
Section 8 Indemnification. To the extent allowed by Texas law, Dr.
Simon ("Indemnitor") will indemnify and hold harmless the City and
its 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 whatso-
everasserted 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 de-
fects, 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 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 pro-
vided by the Indemnitor pursuant to this Agreement, regardless of
whether such injuries, death, or damages are caused or claimed to
be caused by the sole, 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 litiga-
tion commenced by any party, other than the Indemnitor, relating to
this Agreement, the Indemnitor, shall, upon receipt of reasonable no-
tice regarding the commencement of any litigation, at her own ex-
pense, 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.
Simon HA Comp Agmt 2008.doc Page 3 of 8
Section 9 Nondiscrimination. Dr. Simon 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
retains the right to take such action as the United States may direct to enforce this non-
discrimination covenant.
Section 10 Compliance with Laws. Dr. Simon must comply with all applicable federal,
State, and local government laws, rules, regulations, and ordinances, which may be appli-
cable to the Services to be rendered under this Agreement and to her performance under this
Agreement.
Section 11 Notice.
(A) All notices, demands, requests, or replies provided for or permitted, under this Agree-
ment 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 de-
positwith 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 trans-
mission with proof of delivery to the receiving party. All such communications must only be
made to the following:
IF TO THE CITY:
City of Corpus Christi
Attn: City Manager
P. O. Box 9277
Corpus Christi, TX 78469-9277
(361) 880-3220 Office
(361)880-3839 Fax
IF TO DR. SIMON:
Dr. Colette Simon
Physicians Plaza West
2601 Hospital Blvd., Suite 117
Corpus Christi, TX 78405
(361) 884-8200 Office
(361)882-6649 Fax
(C) Either party may change the address to which notice is sent by using a method set out
above. Dr. Simon must notify the City of an address or phone number change within 10 days
after the address is changed.
Section 12 Amendments. No alterations, changes, or modifications of the terms 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 a person authorized to sign agreements on behalf of each
party.
Simon HA Comp Agmt 2008.doc Page 4 of 8
Section 13 Waiver.
(A) 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 said party
of any of its rights under this Agreement.
(B) 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.
(C) If any action by Dr. Simon 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.
(D) Any waiver or indulgence of Dr. Simon's default of any provision of this Agreement will
not be considered an estoppel against the City. It is expressly understood that, if at any time
Dr. Simon is in default of any of the conditions or covenants of this Agreement, the failure on
the part of the City to promptly avail itself of any 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.
(E) The rights and remedies in this section are cumulative and are in addition to any other
rights and remedies provided by law.
Section 14 Budgetary Appropriations. Dr. Simon understands and acknowledges that the
continuation of this Agreement after the close of any fiscal year of the City, which fiscal year
ends on July 31 of each year, is subject to sufficient appropriations and budget approval pro-
viding for or covering this Agreement as an expenditure in the City's budget. The City does
not represent to Dr. Simon that said budget item will be actually adopted, the determination
as to appropriations and expenses being within the sole discretion of the City's City Council
at the time of adoption of the City's budget. If revenue funds are not appropriated for any
individual fiscal year following the execution of this Agreement, the City reserves the right to
terminate this Agreement without penalty.
Section 15 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 interterence 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.
Section 16 Assignment and Transfer. This Agreement may not be, in whole or in part,
assigned or transferred, directly or indirectly, by Dr. Simon to any third party without the prior
written consent of the City. Subject to the foregoing, this Agreement shall be binding upon
the City and Dr. Simon, and their successors and assigns.
Simon HA Comp Agmt 2008.doc Page 5 of 8
Section 17 Termination.
(A) This Agreement terminates upon the earlier of the following:
(1) The termination date specified in a written notice sent to Dr. Simon from the City;
(2) Lack of budgetary appropriation, as specified in Section 14;
(3) Expiration of the appointment of Dr. Burgin 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
City to Dr. Simon for Services performed up to the effective date of termination will be paid to
Dr. Simon within 10 working days of the effective termination date.
(C) This Agreement may be terminated with or without cause.
Section 18 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 19 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
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 20 Disclosure of Interest. In compliance with Section 2-349 of the City's Code of
Ordinances, Dr. Simon agrees to complete the City's Disclosure of Interests form, which is
attached to this Agreement as Exhibit B, the contents of which, as a fully completed docu-
ment following execution, are incorporated in this document by reference as if fully set out in
this Agreement.
Simon HA Comp Agmt 2008.doc Page 6 of 8
Section 21 Entirety Clause. This Agreement and the attached and incorporated exhibits
onstitute the entire agreement between the City and Dr. Simon for the purpose 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 re-
voked, 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. Simon's performance hereunder.
EXECU EP~ DUPLICAT each of which will be considered an original, on this
the ~~ay of 2008.
ATTEST:
Armando Chapa
City Secretary
APPROVED AS TO FORM ONLY:
CITY OF CORPUS CHRISTI
orge K. Noe
City Manager
2008.
Elizabe R. Hundley
Assist t City Attorney
for the City Attorney
STATE OF TEXAS §
a- r ~~~AUTHOAIlk~
ST ~Otl11CIL..
......._.~.. 0
SECRETARY '
COUNTY OF NUECES § I n~
This instrument was acknowledged before me on the I`~ day of , 2008,
by George K. Noe, City Manager of the City of Corpus Christi, Texas, Tex home-rule
municipal corporation, on behalf of the corporation.
(seal)
Simon HA Comp Agmt 2008.doc
P~
Notary Public, State of Texas
„^,~ CONMEPgRKS
Y: ~*~ MY COMMISSION EXPIRES I~r
';;y.... Ys Novettbe~g,2011 P f
„4t~\'
DR. COLETTE SIMON
~~~
Signature
~D ~Z~e r rn oh , -~
Printed Name
d'1 ! 3 ~
TX Medical License #
0~-0~ -~~
Date
STATE OF TEXAS §
COUNTY OF NUECES §
This instrument was acknowledged before me on the I day of 7~ ~ Y , 2008,
by Dr. Colette Simon, an individual residing in the State of Texas.
(seal) Notary Public, State of Texas
fMMM M. /OOMYN
bM~f~ f~1r1
Simon HA Comp Agmt 2008.doc Page 8 of 8
05/06/2008 14:10 3618826649 BURGIN/EMC PAGE 02/02
M11X 06,2008 08:98 CITY OF C~RPQS CHRISTI 3618263230
M ~ ~~"D _
TX Medical License #
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Date __-_
STATE OF TEXAS §
COUNTY OF NUECES §
l~ ~
This Instrument was acknowledcled before me on the day of___~, 20D8,
by Dr. Collette 5im]n, an Individual residing in the State of Texas.
(seal}
~~~ (~~.~ri~l
Notary Pubic, fate o exas
page 20
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MAY 06,2008 12:38 3618826699 3618826699 page 2
DID • COI..~T1~ 51 moN
EXHIBIT A
INSURANCE REQUIREMENTS
I. CONTRACTED PHYSICAN'S LIABILITY INSURANCE
A. Contracted Physician must not commence work under this agreement until all insurance
required has been obtained and such insurance has been approved by the City of
Corpus Christi. Contracted Physician must not allow any subcontractor to commence
work until all similar insurance required of the subcontractor has been so obtained.
B. Contracted Physician must furnish to the City of Corpus Christi's Risk Manager, a
Certificate of Insurance showing the following minimum coverage by insurance
company(s) acceptable to the Risk Manager. The City of Corpus Christi must be named
as additional insured for all liability policies, and a blanket waiver of subrogation is
required on all applicable policies.
TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE
30-Day written notice of cancellation, material
change, non-renewal or termination and a 10 day Bodily Injury and Property Damage
written notice of cancellation for non-payment of Per occurrence aggregate
remiums is re wired on all certificates
AUTOMOBILE LIABILITY--OWNED NON-OWNED At a minimum, $25,000/$50,000 for Bodily Injury and
OR RENTED $25,000 for roe dama e
PROFESSIONAL LIABILITY to include
1. Medical Mal ractice $200,000 er occurrence / $600,000 a re ate
Accidental In'u -Health Covera a In lieu of Workers Com ensation re uirement
C. In the event of accidents of any kind, Contracted Physician must furnish the Risk
Manager with copies of all reports of any accident within ten (10) days of the accident.
II. ADDITIONAL REQUIREMENTS
A. Certificate of Insurance:
'` The City of Corpus Christi must be named as additional insured on the 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 right) must be amended by adding the wording "changed ol"
between "be" and "canceled", and deleting the words, "endeavor to", and deleting
the wording after "left". In lieu of modification of the ACCORD form, separate
endorsements addressing the same substantive requirements are mandatory.
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.
2006 Health Dept. Contracted Physician ins. req.
5-5-08 ep Risk Mgmt.
.. ...
......
City of the Christi O
to pwrkathe~~llowmg
COMPANYNAMB:
EXHIBIT B
CITY OF CORPUS CffitISTT
DISCLOSURE OF IIVTElZigSRESI'
attce 17112, as amended, inquires all persons or fums seeking to do business with the Cittyy
defmitio~ question must be answered. If the question a mr applicable, anaover wtth
P. O. BOX: ~a~o
six>~T: ,~FrrY: 0 VI~ ~:=~~
FIRM IS: 4. A (; ~ S. Oth) ( ) 3. SokOwaer
lfadditional rs DISCLOSURE QUESTIONS
spans ~ necessary, Please use the inverse side of this page or attach sepattae sheet.
1. State the mama of each employee" ofthe C~ty of Corpus ChriStt having an ownership rttoereat" camdtirting 3%
or moro of the ownership in the above named"firm."
Name Job Title sad City Department (if ]mown)
2. State the names of each "official" of the Cittyy of Corpus Christi having an "ownership inoecest" constitirting 3% or
mate of the ovvnerahip in the above nametf "firm."
Nine T~
3. State the names of each "board member" of the City of Corpus Christi having as "ownership it" c~stidrting
39G or moro of the ownership in the above named "firm "
Name
4. State the names of each employee or officer of a "consultant" for the City of Corpat Christi who worked on any
matter related to the subject of this contract and has an "ownership interest" constitating 3% or moro of the
ownership is the above named "fum."
Consultant
CERTIFICATE
I certify that all information provided is true and correct as of the date of this statement t5at I have not knowingly
witlrheld disclosure of a1 information requested; and that supplemental statements will be aromptly submitted to the
City of Corpus 'Texas as changes occur.
CertifyingPerson: 1 D n Trtk:
Signature of Certifying Person: 1 ~ Date: ~~ ~~ f t/y
Board, Com~;asioa, or Committee