HomeMy WebLinkAboutC2008-230 - 5/13/2008 - Approved
THE STATE OF TEXAS
COUNTY OF NUECES
PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE
CITY OF CORPUS CHRISTI
AND
DR. WILLIAM W. BURGIN, JR.
KNOW ALL BY THESE PRESENTS:
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 William W. Burgin, Jr., M. D.,
a licensed medical doctor of the State of Texas, in his individual capacity ("Dr. Burgin").
Section 1 Engagement. The City engages Dr. Burgin to provide professional services for
the City's Department of Public Health ("Department") in the capacity of the Department's
appointed local health authority ("Health Authority'), as the term is defined under State law.
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. Bur-
gin 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 ("Services").
Section 4. Emergency Operations Center. In the event of a weather, biological, or health
emergency, or other public emergency, Dr. Burgin 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.
Burgin 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.
(A) Dr. Burgin will pertorm all Services as an independent contractor and will furnish the
Services in his own manner and method. Under no circumstances or conditions will Dr. Bur-
gin be considered an employee of the City or Department for any purpose or reason. Dr.
Burgin may only act as an agent of the City in the capacity of a local Health Authority under
2008-230
05/13/08
Res. 027690
Dr. Wi1Gam W. Burgin, Jr.
J 1 , '
(B) Dr. Burgin acknowledges that he 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. Burgin's faithful performance of this Agreement and as full com-
pensation for Services performed pursuant to this Agreement, the City shall pay Dr. Burgin an
hourly rate of $57.69.
(B) Dr. Burgin 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 40 hours in any calendar week. Dr. Burgin 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. Burgin 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. Burgin acknowledges and agrees that he 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. Burgin, under this Agreement.
Section 7 Insurance.
(A) Before the performance required under this Agreement can begin, Dr. Burgin shall de-
liver 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. Burgin 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-
ger 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. Addi-
Burgin HA Comp Agmt 2008.doc Page 2 of 8
tionally, the City of Corpus Christi must be named as an additional insured for liability
arising from Dr. Burgin's provision of Services under this Agreement.
(C) If the insurance company, utilized by Dr. Burgin, 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. Burgin 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.
Burgin ("Indemnitor") will indemnify and hold harmless the City and
its respective officers, employees, representatives, and agents
("lndemnitees") 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 lndemnitees, 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 his 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
lndemnitees, or any of them individually. The Indemnitor covenants
and agrees that, if the lndemnitees, 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 its own ex-
pense, investigate all claims and demands, attend to their settlement
or other disposition, defend the lndemnitees collectively or each
separately, in all actions based thereon with counsel satisfactory to
the. lndemnitees, 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.
Burgin HA Comp Agmt 2008.doc Page 3 of 8
Section 9 Nondiscrimination. Dr. Burgin 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. Burgin 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 his 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. BURGIN:
Dr. William W. Burgin, Jr.
Physicians Plaza West
2601 Hospital Blvd., Suite 117
Corpus Christi, TX 78405
(361) 884-8209 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. Burgin 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.
Burgin 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. Burgin 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. Burgin'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. Burgin 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. Burgin 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. Burgin 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. Burgin without the prior written consent of
the City. Subject to the foregoing, this Agreement shall be binding upon the City and Dr.
Burgin, and their successors and assigns.
Burgin 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. Burgin 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. Burgin for Services performed up to the effective date of termination will be paid to
Dr. Burgin within 10 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. Burgin agrees to complete the City's Disclosure of Interests form, which is
attached to this Agreement as Exhibit B, the content§ of which are incorporated in this
document by reference as if fully set out in this Agreement.
Burgin 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. Burgin 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. Burgin's performance hereunder.
EXECUTED I UPLICATE, each of which will be considered an original, on this the
day of , 2008.
ATTEST:
Armando Chapa
City Secretary
CITY OF CORPUS CHRISTI
Ge a K. Noe
City Manager
APPROVED AS TO FORM ONLY: , 2008.
Elizab h R. Hundley
Assis t City Attorney
for the City Attorney
.lam-, a RD i,~
~r ~uuull: ~ ~ n
3ECR ARY ~J.
STATE OF TEXAS §
COUNTY OF NUECES §
This instrument was acknowledged before me on the day of , 2008,
by George K. Noe, City Manager of the City of Corpus Christi, Texas, exa ome-rule
municipal corporation, on behalf of the corporation.
(seal)
Burgin HA Comp Agmt 2008.doc
Q
Notary Public, State of Tex
*~~v;:' CONNIE PARKS
MY COMMISSION EXPIflES
}~. ,, , yF.• November g, 2011
~~4h~', 8
DR. WILLIAM W. BURGIN, JR.
Signature
~r. ~i ~~iQm lU, ~~c~n; )r.
Printed Name
-I-OI_p
Date
STATE OF TEXAS §
COUNTY OFNUECES §
This instrument was acknowledged before me on the ~ day of ~u. ~ y , 2008,
by Dr. William W. Burgin, Jr., an individual residing in the State of Texas.
~~ ~ ~ ~~
(seal) Notary Public, State of Texas
~IMM ~OO~Mt
>M.~
Burgin HA Comp Agmt 2008.doc Page 8 of 8
05/06/2008 11:21 3618826649 BURGIN/EMC PAGE 01101
MAX 06,2008. 08:96 CITY OT!' CORPUS CHEtIST2
DR. WILLIAM W. BURGIN, JR_
Signature
l,,/ ~ I I, R "n - V
Printed Name
S~- E O ~ _
Oate
STATE OF TEXAS §
§
COUNTY OFNUECES §
3618263230
i ~
This instrument was acknowledged before me on the ~' day of ~ 20()8,
by Qr. William W. Durgin, Jr., an individual residing In the 5tata of Texas.
(seal)
rl ~-c Z~-~-~-•
Notary ubllc, State of Texas
11Y I Ryuw
F ~' II~oVBt~~4, abB
6ayln HA Camp ADmt 2004
page 9
Page 8 of B
MAY 06,2008 09:98 3618826699 3618826699 page 1
EXHIBIT A
INSURANCE REQUIREMENTS
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 or"
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.
2008 Health Dept. Contracted Physician ins. req.
5-5-08 ep Risk Mgmt.
......
'~
EXHIBIT B
CITY OF CORPUS CHRISTI
DISCLOSURE OF IIVTEREST
City of Corpus Christi Ordinance 17112, as amended, requires all persons or fume seeking to do business with the City
the fo~ow~ informati~. Every question must be answered. If the quearm ~s mr applicable, answer with
~ A". See reverse side for definitions.
COMPANY NAME: G~ •" / ~~ ~~ "`~ GJ ~ ~ r~• ~ ~ 7f, ~~
P. O. BOX:
STREET: 2Ce/~~s. g/„~! 3'd\17P//7 ,~Ty; Co~p~r c~~.'sT~ 'i ~ ZIp: 7-~ X05
FIRM IS: 1. Corporuioa 1 2. PattnersbYip ( ) 3. SokOwaer ( )
4. Aasociatian ~ ; S. Otter ( )
DffiCLOSURE QIIESTTONS
If additional space is nenes~saty, please use the reverse side of this page or attach separau sheet
1. State the names of each employee" ofthe Ct'ty of Corpus Christt having an "ownership interest" camtidrting 3%
or more of the owneeship in the above named "firm."
Name Job Title and City Department (if known)
2. State the names of each "of5cial" of the City of Corpus Christi having as "ownership imerest" constidrting 3% or
more of the ownership in the above named "firm."
Name Title
3. State the names of each "board member" of the City of Corpus Ctuisti having an °ownership inoerest" constituting
3% or more of the ownership in the above named "firm "
Name Board, Commission, or Committee
4. State the names of eacl- employee or officer of a "consultant" for the City of Corpos Christi who worked on any
matter elated to the subject of thts contract and has as "ownership interest" consrimm~g 3% or more of the
ownership in the above named "firm."
Consultant
CERTIFICATE
I catifv that all information provided is true and correct as of the date of this statement fat I have not knowingly
withheld disclosure of a• information requesoed; and that supplemental statements vriIl be aromptiy submitted to the
City of Corpus Christi, Texas as changes occur.
CertifyingPerson: W ~ ~`i ~ W 13~r rl 5r l~n- Title: /t2
,~.a
Signanue of Certifying Person: w-~-= v° ~ Date: 7' d' " ~ ~