HomeMy WebLinkAboutC2010-074 - 3/23/2010 - Approved""t ~
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PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE
CITY OF CORPUS CHRISTI,
NUECES COUNTY,
AND
ALTERNATE HEALTH AUTHORITY
THE STATE OF TEXAS §
§ KNOW ALL BY THESE PRESENTS:
COUNTY OF NUECES §
Section 1. Parties. This alternate health authority 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"),apolitical subdivision of the State of Texas, acting through its County
Judge or the County Judge's designee ("County Judge"), and Dr. Colette Simon, M. D., a
licensed medical doctor of the State of Texas, in his/her individual capacity ("Dr. Simon").
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. Simon to provide professional
services for the Health District in the capacity of the Health District's appointed alternate local
health authority ("Alternate Health Authority"), as the specific term and duties are defined
under State law, as a designee of and for Dr. William Burgin, Jr., M. D. ("Dr. Burgin").
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, the term
of this Agreement commences upon execution by the last party 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. Simon agrees to provide professional services including, but not limited to, serving as the
Medical Director, serving as the local Alternate 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") as the alternate selected and paid by Dr. William
Burgin, Jr. In the event that Dr. Simon provides specific program-related professional duties
to the District's infectious diseases program or other clinical programs, Dr. Simon shall be
paid separately in accordance with the relevant State or federal program grant.
2010-074 ,erations Center. In the event of a weather, biological, or health
Res. 028523 emergency, Dr. Simon additionally agrees to provide Services
03/23/10 s by the Emergency Operations Center ("EOC"), which is located
Dr. Colette Simon INDEXEl7
in the Frost Bank Building on Leopard Street, Corpus Christi, Texas. Dr. Simon shall report
to the EOC upon the 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. Simon 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. Simon be considered an employee of the City or County or the District for any purpose or
reason. Dr. Simon may only act as an agent of the Health District in the capacity of a medical
director and local Alternate Health Authority under State law.
(B) Dr. Simon 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. Simon,
subject to the selection by Dr. Burgin and approval of and appointment by the City and
County, shall serve as a designee of and for Dr. Burgin in the event of Dr. Burgin's absence,
incapacitation, or inability to serve under the terms of Dr. Burgin's separate agreement with
the Health District and Chapter 121 of the Texas Health and Safety Code.
Section 8. Fee/Compensation for Services.
(A) In the event that Dr. Burgin utilizes the services of Dr. Simon, as his alternate, for any
portion of any day under the term of this Agreement, Dr. Burgin shall be responsible for
compensating Dr. Simon as specified under the terms of Dr. Burgin's separate agreement
with the Health District.
(B) Dr. Simon 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. Simon, under this Agreement.
Section 9. Insurance Required.
(A) Before the performance required under this Agreement can begin, Dr. Simon 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. Simon 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 in-tent 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. Simon's provision of Services under this
Agreement.
(C) If the insurance company or companies utilized by Dr. Simon 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,"
Health Authority Substit Comp Agmt 2010 Final 20100225_1.doc Page 2 of 9
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. Simon 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. Simon ("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 Indem-
nitees, or any of them individually, on account of personal injuries
(including, without limitation on the foregoing, workers' compensa-
tion, premises defects, and death claims), property loss or damage,
or any other kind of damage, including dishonest, fraudulent, neg-
ligent, 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 cove-
nants 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 settle-
ment or other disposition, defend the Indemnitees collectively or
each separately, in all actions based thereon with counsel satis-
factory 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. 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
Health Authority Substit Comp Agmt 2010 Final 20100225_1.doc Page 3 of 9
and County each retains the right to take such action as the United States may direct to en-
force this non-discrimination covenant.
Section 12. Compliance with Laws. Dr. Simon 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 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 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
IF TO DR. SIMON:
Dr. Colette Simon
1902 Morgan Ave
Corpus Christi, TX 78404
(361) 884-9400 Office
{361) 816-4998 Cell
(361) 906-2626 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
(C) Either party may change the address to which notice is sent by using a method set out
above in this section. Dr. Simon 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
Health Authority Substit Comp Agmt 2010 Final 20100225 Page 4 of 9
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 breach 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. Simon 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. Simon'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. Simon 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. Simon understands and acknowledges that
the continuation of this Agreement after the close of any fiscal year of the City or County,
which fiscal year ends on July 31 and 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. Simon that said budget item will be actually adopted, the determination as to appropri-
ations 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 appro-
priated 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.
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. Simon without the prior
Health Authority Substit Comp Agmt 2010 Final 20100225_1.doc Page 5 of 9
written consent of the Health District. Subject to the foregoing, this Agreement shall be
binding upon the Health District and Dr. Simon 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. Simon 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. Burgin to act as the local Health Authority;
(4) Expiration of the appointment of Dr. Simon to act as the local Alternate Health
Authority;
(5) Following written notice to the City and County by Dr. Burgin of the withdrawal of
Dr. Burgin's consent to have Dr. Simon serve as Dr. Burgin's designee, on behalf of
the Health District, pursuant to Chapter 121 of the Texas Health and Safety Code;
or
(6) 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. Simon for Services performed up to the effective date of termination will
be paid to Dr. Simon within 10 days of the effective termination date.
(C) The parties acknowledge and agree that this Agreement may be terminated with or
without cause.
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
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.
Health Authority Substit Comp Agmt 2010 Final 20100225_1.doc Page 6 of 9
(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. 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 are incorporated in this
document by reference as if fully set out in this Agreement. Dr. Simon shall also be
responsible for completing any disclosure forms required by the County relating to this
Agreement.
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. Simon's performance hereunder.
(EXECUTION PAGES FOLLOW)
Health Authority Substit Comp Agmt 2010 Final 20100225_1.doc Page 7 of 9
EXECUTE IN TRIPLICATE, each of which will be considered an original, on this the
(, day of , 2010.
ATTEST:
~I"\
Armando Chapa
City Secretary
CITY OF CORPUS CHRISTI
r
` g R. Escobar
City Manager
APPROVED AS TO FORM ONLY: , 2010
.^. .,
for the City Attorney
STATE OF TEXAS
COUNTY OF NUECES
~~,;,~~~~z~ AUTNORI~
~~wcl~ ,.3,...~.~..3 I ~
~~
i
This instrument was acknowledged before me on the lX day of , 2010,
by `Angel R. Escobar, City Manager of the City of Corpus Christi, Texas, home-rule
municipal corporation, on behalf of the corporation.
, INI ,
~~ HOLLYHOUQF(rNV
SSION EXPIRES
,;q~;, ~ fiber 24, 2012
Notary Publi , State o exas
ATTEST:
C-etrrtt~r-£~erk Clue ~' ~u-~
NUECES COUNTY
_~~ l~
Samuel L. eal, Jr.
County Judge _..~SS,ONE~gS.,
APPROVED AS TO FORM ONLY: ~(A~~ ~ g ~ , 2010
Laura Garza Jimenez
County Attorney
Health Authority Substit Comp Agmt 2010 Final 20100225_1.doc Page 8 of 9
STATE OF TEXAS §
COUNTY OF NUECES §
This instrument was acknowledged before me on the~7~h day of March , 2010,
by Samuel L. Neal, Jr. Count J d e of Nueces County, Texas, a political subdivision of the
State of Texas, on behalf of h~~,nty. VICKI KEACH ~~cc~~i
o•
?~` ~ .t Notary Public
`e ~~f ~~ STATE OF TEXAS I ~l _ / ~- ~e~ ~ /
`~~gP;E*,!''t My Comm. Exp. 02.20-2014 4 ~=~C, /l
Dr. Colette Simon, in his/her individual capacity
~~~~
Si nature
x
Printed Name
~1 ~~
Texas M dical License Number
~~
Date
STATE OF TEXAS §
COUNTY OF NUECES §
This instrument was acknowledged before me on the ~ day of Gr,YC~I~I , 2010,
by Dr. Colette Simon, an individual licensed as a medical doctor by and residing in the State
of Texas.
(seal) Nota ublic, State of Texa
.a+;:"' ~:;•.. DINA 1. CHAVEZ t
=•:• •"= Notary Public, State of Texas ~
= My Commission Expires t'
1~.'~0~..,, ,lanuary 21, 201a ~
Health Authority Substit Comp Agmt 2010 Final 20100225_1.doc Page 9 of 9
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 #or all liability policies, and a blanket waiver of subrogation is
.required on all applicable policies.
TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE
30-Day written note of cancellation, material
change, non-renewal or termination and a 1o day Bodily Injury and Property Damage
written notice of cancellation for non-payment of Per occurrence aggregate
remlums is re uired 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 dame e
PROFESSIONAL LIABILITY to include
1. Medical Mal ractice $240 000 er occurrence I $600 000 a re ate
Accidental In'u -Health Covers 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. ADDITlO.NAL 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.
*~ I# your insurance company uses the standard ACORD form, the canc®Ilation
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 far non-payment
of premium is required.
SUPPLIER NUMBER
~. TO BE ASSIGNED BY CITY
~-"-^~" PURCHASING DIVISION
City of
us
EXHIBIT B
CITY OF CORPUS CHRISTI
CSti DISCLOSURE OF INTEREST
City of Corpus Christi Ordinance 17112, as amended, requires all persons or firms seeking to do
business with the City to"provide the following information. Every question must be answered. If the
question is not applicable, answer with "NA". See reverse side far Filing Requirements, Certification and'
definitions. e(~
COMPANY NAME: ~ ~ e~~' J.I ~~ n ~ ~ •~
P. O. Box:
STREET ADDRESS: CITY: 21P:
FIRM IS: 1. Corporation ^ 2. Partnership ^ 3. Sole Owner [[
4. Association ^ 5. Other ^
If additional space is necessary, please use the reverse side of this page or attach separate sheet.
1. State the names of each "employee" of the City of Carpus Christi having an "ownership interest"
constituting 3% or more of the ownership in the above named "firm."
' Name Job Title and City Repartment (if
known)
2. State the names of each."official" of the City of Corpus Christi having an "ownership interest"
constituting 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 Christi having an''ownership
interest" constituting 3% or more of the ownership in the above named "firm."
Name Board, Commission or Committee
4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi who
worked on any matter related to the subject of this contract and has an "ownership interest'
:constituting 3% or more of the ownership in the above named "firm."
Name Consultant
Page 1 of 2
FILING REQUIREMENTS
If a person who request official action on a matter knows that the requested action will confer an
economic benefit on any City official. or employee that is distinguishable from the effect that the action will
have on members of the public in general or a substantial segment thereof, you shall disclose that fact in
a signed writing to the City official, employee or body that, has been requested to actin the matter, unless
the interest of the City official or employee in the matter. is apparent. The disclosure shall also be made in
a signed writing filed with the City Secretary. [Ethics Ordinance Section 2-349(d)j
CERTIFICATION
certify that all information provided is true and correct as of the date of this statement, that I have not
knowingly withheld disclosure of any information requested; and that supplemental statements will be
promptly submitted to a City of Corpus G,hristi, Texas as changes occur.
Certifying Person: ~ ~ ~~ ~ ~ ~ Title: ~~
Signature of q ~ f~/} ~ ~j r
Certifying Person: V~1'ti~`~ F~~--- Date: l ,U V
DEFINITIONS
a. "Board member." A member of any board, commission, or committee appointed by the City
Council of the City of Corpus Christi, Texas.
b. "Economic benefit." An action that is likely to affect an economic interest if it is likely to have
an effect on that interest that is distinguishable from its effect on members of the public in
general or a substantial segment thereof,
c. "Employee." Any person employed by the City of Corpus Christi, Texas either on a full or
part-time basis, but not as an independent contractor.
d. "Firm." Any entity operated for economic gain, whether professional, industrial or
commercial, and whether established to produce ar deal with a product or service, including
but not limited to, entities operated in the form of sole proprietorship, as self-employed
person,. partnership, corporation, joint stock company, joint venture, receivership or trust,
and entities which for purposes of taxation are treated as non-profit organizations.
e. "Official."The Mayor,' members of the City Council, City Manager, Deputy City Manager,
. Assistant City Managers, Department and Division Heads, and Municipal Court Judges of
the City of Corpus Christi, Texas.
f. "Ownership Interest." Legal or equitable interest, whether actually or constructively held, in
a firm, including when such interest is held through an agent, trust, estate, or holding entity.
"Constructively held" refers to holdings or control established through voting trusts, proxies,
or special terms of venture or partnership agreements.N
g. "Consultant."Any ,person or firm, such as engineers and architects, hired by the City of
Corpus Christi for the purpose of professional consultation and recommendation.
Page 2 of 2