Loading...
HomeMy WebLinkAboutC2012-263 - 6/26/2012 - Approved�0��� PROFESSIONAL SERVICES AGREEMENT Ll BETWEEN THE CITY OF CORPUS CHRISTI, NUECES COUNTY, AND HEALTH AUTHORITY THE STATE OF TEXAS § § KNOW ALL BY THESE PRESENTS: COUNTY OF NUECES § Section 1. Parties. This professional services agreement ( "Agreement') is entered into by and between the City of Corpus Christi, a Texas home -rule municipal corporation ( "City "), acting through its City Manager or the City Manager's designee ( "City Manager"), Nueces County ( "County "), a political subdivision of the State of Texas, acting through its County Judge or the County Judge's designee ( "County Judge "), and Dr. William W. Burgin, Jr., M. D., a licensed medical doctor of the State of Texas, in his /her individual capacity ( "Dr. Burgin "). For the purposes set out in this document, the City and County, acting as an or- ganized 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. Burgin to provide professional services for the Health District in the capacity of the Health District's appointed.local health authority ( "Health Authority "), as the specific term and duties are defined under State law. Section 3. Contract Administrator. This Agreement will be administered by the City on behalf of the purposes of the Health District. Section 4. Term. Following appointment by the Health District's governing bodies and execution by the last party, the term of this Agreement commences with the date of the appointment and terminates under the provisions of Section 19 of this Agreement. Section 5. Services. In consideration of payment to be made for services rendered, Dr. Burgin agrees to provide professional services including, but not limited to, serving as the Medical Director, serving as the Local Health Authority, and performing the duties specified in Chapter 121 of the Texas Health and Safety Code for the Health District, whose main facility is located at 1702 Horne Road, Corpus Christi, Nueces County, Texas, and to the subdivisions of the City and County's Health Departments, such as Vital Statistics, Animal Control, and Vector Control, which are physically located elsewhere within the jurisdictional limits of Nueces County (" Services"). In the event that Dr. Burgin provides specific program - related professional duties to the District's infectious diseases program or other clinical programs, Dr. Burgin shall be paid separately in accordance with the relevant State or federal program grant. Dr. Burgin will notify the Health District's Director each time authority is transferred and the expected duration of the transfer. 2012 -263 6126 /11perations Center. In the event of a weather, biological, or health Res. 029536% emergency, Dr. Burgin additionally agrees to provide Services Dr. William W. Burgin Jr. MD D upon activation of operations by 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 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. Burgin 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. Burgin be considered an employee of the City or County or the District for any purpose or reason. Dr. Burgin may only act as an agent of the Health District in the capacity of a medical director and local Health Authority under State law. (B) Dr. Burgin 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. Burgin shall be responsible for selecting a doctor that meets the requirements specified in this Agreement, subject to the approval of and appointment by the City and County, to serve as Dr. Burgin's alternate in the event of Dr. Burgin's absence, incapacitation, or inability to serve under the terms of this Agreement and Chapter 121 of the Texas Health and Safety Code. Section 8. Fee /Compensation for Services. (A) In consideration of Dr. Burgin's faithful performance of this Agreement and as full compensation for Services performed pursuant to this Agreement, the Health District shall pay Dr. Burgin a monthly amount of $8,333.33 to be remitted on a monthly basis following the delivery of Services. (B) Dr. Burgin 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. Burgin, under this Agreement. Section 9. Insurance Required. (A) Before the performance required under this Agreement can begin, Dr. Burgin 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. Burgin 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. Burgin's provision of Services under this Agreement. (C) If the insurance company or companies utilized by Dr. Burgin elects to use the standard ACORD form, the cancellation clause located on the bottom right of each ACORD form must Health Authority Camp Agmt vFinal 20120927 Page 2 of 9 be amended by adding the wording "materially changed or" between "be" and "canceled," 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. Burgin 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. Burgin ( "Indemnitor ") will indemnify and hold harmless the City, the County, and their 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 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' compensation, premises defects, and death claims), property loss or damage, or any other kind of damage, including dishonest, fraudulent, negligent, or criminal acts of the Indemnitor or any of his /her employees, representatives, or agents, acting alone or in collusion with others, and including all expenses of litigation, court costs, and attorneys' fees which arise, or are claimed to arise, out of or in connection with the services provided by the Indemnitor pursuant to this Agreement, regardless of whether such injuries, . death, or damages are caused or claimed to be caused by the concurrent or contributory negligence of the Indemnitees, or any of them individually. The Indemnitor covenants and agrees that, if the lndemnitees, or any of them individually, are made a party to any litigation against the Indemnitor or, in any litigation commenced by any party other than the Indemnitor, relating to this Agreement, the Indemnitor, shall, upon receipt of reasonable notice regarding the commencement of any litigation, at its own expense, investigate all claims and demands, attend to their settlement or other disposition, defend the Indemnitees collectively or each separately, in all actions based thereon with counsel satisfactory to the Indemnitees, and pay all charges of attorneys and all other costs and expenses of any kind arising from any said Ilability, damage, loss, demand, claim, or action. Section 11. 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, Health Authority Comp Agmt Winal 20120127 Page 3 of 9 or in any manner prohibited by the laws of the United States or the State of Texas. The City 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. Burgin 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- posit with an overnight express delivery service, for which service has been prepaid; or, (5) by fax transmission. (B) Notice deposited with the United States Postal Service in the manner described above will be deemed effective two (2) business days after deposit with the United States Postal Service. Notice by telegram or overnight express delivery service in the manner described above will be deemed effective one (1) business day after transmission to the telegraph company or overnight express carrier. Notice by fax will be deemed effective upon 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. BURGIN Dr. William W. Burgin, Jr. Physician's Plaza West 2601 Hospital Blvd., Suite 117 Corpus Christi, TX 78405 (361) 884 -8209 Office (361) 882 -6649 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. Burgin 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 Camp Agmt vl=inal 20120127 Page 4 of 9 all parties to this Agreement by a person authorized to sign agreements on behalf of each party. With respect the Health District, the parties authorized to sign are as stated in the parties' cooperative agreement. Section 15. Waiver. (A) The failure of any party to complain of any act or omission on the part of the other party, no matter how long the same may continue, will not be deemed'a waiver by said party of any of its rights under this Agreement. (B) No waiver of any covenant or condition or of the 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. Burgin 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. Burgin'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. Burgin 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. Burgin 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. Burgin 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. Health Authority Comp Agmt Winal 20120127 Page 6 of 9 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. Burgin without the prior written consent of the Health District. Subject to the foregoing, this Agreement shall be binding upon the Health District and Dr. Burgin 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. Burgin 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; or (4) By mutual consent of the parties to this Agreement. (B) In the event of a termination of this Agreement, any unpaid compensation due by the Health District to Dr. 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) The parties acknowledge and agree that this Agreement may be terminated with or without cause. (D) In the event of the expiration of the appointment of Dr. Burgin under the provisions of (A)(3) above, should Dr. Burgin continue to serve the District in a holdover capacity, this Agreement shall continue only until Dr. Burgin has been duly reappointed (at which time a new agreement will be executed and in place) or until another individual has been appointed as the Health Authority by the members of the District. It is the express intent of the parties that the terms of this Agreement shall survive during any holdover period, absent notice of termination under the provisions of (A)(1) above. Section 20. Venue and Jurisdiction. (A) All actions brought to enforce compliance will be brought in Nueces County, where this Agreement was executed and will be performed. (B) This Agreement will be governed by and construed in accordance with the laws of the State of Texas. Section 21. Severability. (A) If, for any reason, any section, paragraph, subdivision, clause, provision, phrase, or word of this Agreement or the application hereof to any person or circumstance is, to any extent, held illegal, invalid, or unenforceable under present or future law or by a final judgment of a court of competent jurisdiction, then the remainder of this Agreement, or the application of 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 Health Authority Comp Agmt vFinal 20120127 Page 6 of 9 parties to this Agreement that every section, paragraph, subdivision, clause, provision, phrase, or word hereof be given full force and effect for its purpose. (B) To the extent that any clause or provision is held illegal, invalid, or unenforceable under present or future law effective during the term of this Agreement, then the remainder of this Agreement is not affected thereby, and in lieu of each such illegal, invalid, or unenforceable clause or provision, a clause or provision, as similar in terms to such illegal, invalid, or unenforceable clause or provision as may be possible and be legal, valid, and enforceable, will be added to this Agreement automatically. Section 22. 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 contents of which are incorporated in this document by reference as if fully set out in this Agreement. Dr. Burgin shall also be responsible for completing any disclosure forms required by the County relating 6 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. Burgin's performance hereunder. (EXECUTION PAGES FOLLOW) Health Authority Comp Agmt vFinal 201 20927 Page 7 of 9 __ , ECUTEP IN TRIPLICATE, each of which will be considered an original, on this the ay of ATTEST: CITY OF CORPUS CHRISTI Armando Chapa City Secretary Ronald L. Olson City Manager tow APPROVED AS TO FORM ONLY: / ! ' 2012 iq& 17 ?Iv,,ahvi ; P Eliza et R. Hundley Assis nt City Attorney for the City Attorney STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on the &g day of , 2012, byRonald L. Olson, City Manager of the City of Corpus Christi, Texas, home -rule municipal corporation, on behalf of the corporation. (seal) Notary Publi' , State of Texas ATTEST: 1 � DU`� � - 6M4'/ Diana Barrera County Clerk APPROVED AS TO FORM ONLY - AL��& Latfra 6arza Jimenez County Attorney NUECES COUNTY Samuel L. eai, Jr. ��oNER County Judge��' C� R 2012 Health Authority Comp Agmt vFinal 20120127 Page 8 of 9 STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on the day of , 2012, by Samuel L. Neal, Jr. County Judge of Nueces County, Texas, a political sub 'division of the State of Texas, on behalf of the cou =--= -- MARIA NIEVES CARRAIES My Commission EONS August 4, 2015 Dr. William W. Burgin, Jr., in his in �' pgaot# - 'f-. & �a Signature Printed Name /9Fir Texas Medical License Number -- 9 -f2, Date STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on the C day of by Dr. William W. Burgin, Jr. ,a + 't'i. DIVA L. CHAVEZ aA .yj� A� q ry Public, State of Texas • �.� my 1 anuary 21, 2014 I Health Authority Comp Agmt vFinal 20120127 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 with applicable policy endorsements showing the following minimum coverage by insurance company(s) acceptable to the Risk Manager. The City of Corpus Christi and Nueces County must be named as additional insured sfor 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 premiums is required on all certificates or by policy endorsement AUTOMOBILE LIABILITY- -OWNED NON -OWNED At a minimum, $30,0001$60,000 for Bodily Injury and OR RENTED $30,000 for pro damage PROFESSIONAL LIABILITY to include 1. Medical Malpractice $200,000 per occurrence / $600,000 aggregate Accidental Injury - Health Coverage In lieu of Workers Compensation requirement 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. ADDITIONAL REQUIREMENTS A. Certificate of Insurance or by applicable policy endorsements: Contracted Physician agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: The City of Corpus Christi and Nueces County must be named as additional insureds on the liability coverage and a blanket waiver of subrogation is required on all applicable policies. 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. 2012 Health Dept. Contracted Physician ins. req. 1 -23 -12 ep Risk Mgmt. kt�i SUPPLIER NUMBER TO BE ASSIGNED BY CITY City f PURCHASING DIVISION Corpus Christi EXHIBIT B CITY OF CORPUS CHRISTI 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 for Filing Requirements, Certification and definitions. ��++ S r r f COMPANY NAME: I / Q Y. P. O. Box: ALA STREET ADDRESS: al CITY: 6 ZIP: d FIRM IS: 1. Corporation ❑ 2. Partnership ❑ 3. Sole Owner ❑ 4. Association ❑ 5. Other Ob Qc! Lo►" XT, W1 "V;d a l( 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 Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Job Job Title and City ge��ment (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 14- Title NIA I 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 ` 114 Board, Com , 0 n 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." 7 L O/A n Consultant iv 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 act in 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)] CERTIFICATION I 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 the City of Corpus Christi, Texas. as changes occur. Certifying Person: Ai&lt « s+-► w. Dav k T Title: )� e, Mlr Xa7"4 a v i 7,e Signature of Certifying Person: 'Date: -/ - Z 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 or 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. "Of icial. "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 fine, 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." 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.