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< « 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.