HomeMy WebLinkAboutContract 42188F�
Gil 1( SE CRt h
SERVICES AGREEMENT CONT RA T O. l
THIS SERVICES AGREEMENT (the "Agreement") is effective February 28, 2011
("Effective Date") and is made and entered into by and between TEXAS HEALTH HARRIS
METHODIST HOSPITAL FORT WORTH ("Hospital"), a Texas non-profit corporation, and the
CITY OF FORT WORTH, a home -rule municipal corporation of the State of Texas
("Customer").
RECITALS
WHEREAS, Hospital is in the business of providing health services; and
WHEREAS, Customer desires for Hospital to provide health services to its executives, and
Hospital is willing to provide such services; and
WHEREAS, Hospital and Customer are presently parties to an Agreement for Services, the
same being City Secretary Contract 33068; and
WHEREAS, Hospital and Customer wish to enter into this new Agreement to replace and
supersede City Secretary Contract 33068.
NOW, THEREFORE, for and in consideration of the mutual covenants herein contained
and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties
agree as follows:
1. Services to be Provided. Hospital hereby agrees to provide to Customer the services
described on Exhibit A, which is attached hereto and incorporated herein for all purposes as
though it were set forth at length (the "Services").
2. Term and Termination.
2.1 Term. This Agreement shall apply to Services rendered between February 28, 2011
and shall continue through February 28, 2013, unless sooner terminated as provided
for herein.
2.2 Termination. Either party may terminate this Agreement at any time with or without
cause upon thirty (30) days' written notice to the other party.
3. Compensation. Customer agrees to pay Hospital the compensation at a rate of up to $500
per covered employee per year as set forth in Exhibit A. Service fees exceeding $500 shall
be paid by the covered employee at the time Services are rendered. It is Customer's
responsibility to notify its covered employees of the Service rates and payment expectations.
Payments shall be made on or about the first day of the month following the month the
Services were provided, but in no event later than the 20th day of each month, during the
term of this Agreement.
4
4. Insurance Co vifoicawitioF.es to carry insurance coverage with minimum coverage
94
amounts as follows:
CITY SECRETARY
FT. WORTH) TX
08-29-11 P02:27-FM
Professional Liability Insurance covering Hospital, its employees, and any other persons
contracting with Hospital for the Services hereunder. Said policies shall contain minimum
limits of liability of $1,000,000 per claim/occurrence and $3,000,000 in the aggregate.
Worker's Compensation and Employers' Liability Insurance covering its statutory and legal
obligations for employee job related injuries or illnesses. Said policy shall provide for
statutory benefits and contain minimum limits of liability of $500,000.00 per accident.
5. Liability and Indemnification. HOSPITAL AGREES TO DEFEND, INDEMNIFY,
AND HOLD THE CITY, ITS OFFICERS, AGENTS, SERVANTS, AND
EMPLOYEES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS,
LAWSUITS, ACTIONS, COSTS, AND EXPENSES OF ANY KIND, INCLUDING,
BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS
(INCLUDING ALLEGED DAMAGE OR LOSS TO OWNER'S BUSINESS AND
ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY (INCLUDING
DEATH) THAT MAY RELATE TO ARISE OUT OF, OR BE OCCASIONED BY:
(i) HOSPITAL'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS
AGREEMENT OR (ii) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL
MISCONDUCT OF HOSPITAL, ITS OFFICERS, AGENTS, SERVANTS,
EMPLOYEES, CONTRACTORS (OTHER THAN THE CITY), OR
SUBCONTRACTORS RELATED TO THE PERFORMANCE OF THIS
AGREEMENT. THE INDEMNITY PROVIDED FOR IN THIS SECTION SHALL
NOT APPLY TO ANY LIABILITY RESULTING FROM THE SOLE NEGLIGENCE
OF THE CITY OR ITS OFFICERS, AGENTS, EMPLOYEES, OR SEPARATE
CONTRACTORS. IN THE EVENT OF JOINT AND CONCURRENT
NEGLIGENCE OF BOTH HOSPITAL AND CITY, RESPONSIBILITY, IF ANY,
SHALL BE APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE
LAWS OF THE STATE OF TEXAS. NOTHING HEREIN SHALL BE
CONSTRUED AS A WAIVER OF ANY IMMUNITY TO WHICH THE CITY IS
ENTITLED UNDER ANY APPLICABLE STATUTORY OR COMMON LAW.
6. Miscellaneous.
6.1 Amendment. This Agreement may not be altered, amended, or modified except by a
written document executed by both parties.
6.2 Assignment Neither party may assign or transfer this Agreement, or any portion
thereof, without the prior written consent of the other party. Any attempted
assignment or transfer of this Agreement or any portion thereof without such written
consent will void this Agreement. However, Hospital shall have the power and right
to assign its interest in the Agreement to any successor -in -interest of Hospital or to
any subsidiary, parent corporation, sponsor, wholly owned or controlled affiliate of
Hospital.
6.3 Attorneys' Fees and Costs If either party brings an action to enforce its rights under
this Agreement, each party is responsible for its own costs and attorneys' fees.
6.4 Entire Agreement This Agreement (including any attachments, exhibits, and
Services Agreement — CFW and Texas Health Fort Worth Page 2 of 6
schedules) constitutes the entire agreement between the parties, and supersedes any
and all prior and contemporaneous oral or written understandings
6.5 Governing Law, Jurisdiction and Venue. This Agreement shall be governed by,
construed and enforced in accordance with the substantive laws of the State of Texas
(but not including its conflict of laws rules if and to the extent such rules would
apply the substantive laws of another jurisdiction). Venue for litigation of any
dispute arising under this agreement or any lawsuit to enforce or interpret this
Agreement shall be in an appropriate court located in Tarrant County.
6.6 Medicare Access to Records. To the extent required by Section 1395x(v)(1)(I) of
Title 42 of the United States Code, until the expiration of four years after the
termination of this Agreement, Hospital shall, upon written request, make available
to the Secretary of the United States Department of Health and Human Services, or
to the Comptroller General of the United States General Accounting Office, or to any
of their duly authorized representatives, a copy of this Agreement and such books,
documents, and records as are necessary to certify the nature and extent of the costs
of the services Contractor provided under this Agreement.
6.7 Execution of Business Associate Agreement To ensure compliance with the Health
Insurance Portability and Accountability Act of 1996 ("HIPAA"), Hospital agrees in
connection with this Agreement to execute the City's current standard "business
associate" contract, which is required of all persons or entities that perform or assist
in the performance of a function or activity on behalf of a covered entity and use
protected health information ("PHI") in the process of performing that function or
activity. Hospital covenants and agrees to comply with the terms and conditions of
HIPAA and the business associate contract with respect to use and disclosure of PHI.
6.8 Notices. Any notice, request or other communication required under this Agreement
shall be in writing and shall be deemed to have been given or made if delivered
personally, by overnight delivery service by United States mail, to the parties at the
following addresses, or at such other addresses as shall be specified in writing by
either of the parties to the other in accordance with the terms and conditions of this
subsection'
If to Hospital:
Texas Health Fort Worth
Attn: Oscar L Amparan, President
1301 Pennsylvania Avenue
Fort Worth, Texas 76104
Copy to:
Legal Department
Texas Health Resources
612 E Lamar Avenue Suite 900
Arlington, Texas 76011
Attn: General Counsel
If to Customer:
City of Fort Worth
Susan Alanis, Asst City Manager
1000 Throckmorton Street
Fort Worth, Texas 76102
Copy to:
City Attorney's Office
1000 Throckmorton
Fort Worth, Texas 76102
Services Agreement — CFW and Texas Health Fort Worth
Page 3 of 6
Date: �
r. 4
Rebecca Tucker, Direc' •r of Ambulatory
Clinics/Physician Services
Date:
B PUN
Approved As To Farm On!y:
TerriA. ' e i0
Senior Attorney
6.9 Relationship of Parties. Each party shall operate hereunder as an independent
contractor and not as an officer, agent, servant, or employee of the other party. Hospital
shall have exclusive control of and the exclusive right to control the details of the
Services performed hereunder, and all persons performing same, and shall be solely
responsible for the acts and omissions of its officers, agents, servants, employees, and
subcontractors. The doctrine of respondeat superior shall not apply as between the
Customer and Hospital or their respective officers, agents, servants, employees, or
subcontractors. Nothing herein shall be construed as creating a partnership or
joint enterprise between Customer and Hospital. It is expressly understood and
agreed that no officer, agent, servants, employee, or subcontractor of either party is in
the paid service of the other party. Neither Customer nor Hospital has the right to bind
the other party hereto.
5.9 6.10 Severability. Should any clause or provision of this Agreement be held or
ruled unenforceable or ineffective by a court of law, such a ruling will in no way affect
the validity or the enforceability of any other clause or provision contained herein.
IN WITNESS WHEREOF, on the dates set forth herein below:
CITY OF FORT WORTH
TEXAS HEALTH HARRIS
METHODIST HOSPITAL FORT WORTH
Joseph De Leon, Vie e-President Sup an Tanis, Assistant City Manager
Date: iJi 1
A•�ro ed asrm:
Denis "CJMcEI
Assistant City Attorney
NO M&C REQUIRED
Attested by:
Marty Hendrix,
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Services Agreement — CFW and Texas Health Fort Worth
Page4of6
EXHIBIT A
1. Hospital shall provide the following Services to Customer for the following Compensation to be paid
by Customer:
The following examinations and tests may be perfoiined according to the stated age guidelines:
Customized Package (male or female) - $500
• Medical History / Physical Examination
• Blood Profile / Comprehensive Labs
• Prostate Specific Antigen (PSA), male only
• Electrocardiogram (EKG)
• Stress Treadmill EKG
• Body Composition/ Waist -Hip / BMI
• Chest X-ray or Pulmonary Function Test
• Auditory Test or Vision Screen
• Mammogram, female only
• Pap Smear, female only
• Nutrition Consultation / Diet analysis
• Consultation with Physician (Customized Report)
Healthy Heart Package - $500
• Medical History / Physical Examination
• Blood Profile / Comprehensive Labs
• Advanced Lipid Test
• High sensitivity C-Reactive Protein
• Homocysteine
• Prostate Specific Antigen (PSA), male
• Electrocardiogram (EKG)
• Stress Treadmill EKG
• Body Composition / Waist -Hip / BMI
• Nutrition Consultation/Diet Analysis
• Consultation with Physician/Customized Report
Services Agreement — CFW and Texas Health Fort Worth Page 5 of 6
Imaging Services (individually priced)
• Heart Scan, $529.75
• Lung Scan, $422.75
• Abdomen Scan, $422.75
• Pelvis Scan, $422.75
• Virtual Colonoscopy CT Scan, $957.75
•
•
Health Scan Package (includes heart, lung, abdomen & pelvis scans), $1,348.25
Discovery Package (includes all scans), $2,086.50
2. Services provided by the Executive Health Program at Texas Health Harris
Methodist Hospital Fort Worth are not designed to be billed through a health
insurance company or Medicare; therefore, no itemized statements or other types of
insurance documents are available.
Employer agrees to pay the first $500 of charges under this Agreement. Employee shall
be responsible for all charges exceeding $500, which shall be due and payable, in full, at
the time services are rendered.
In the event an employee chooses to have a preventative scan without a physical exam, a
referral from the employee's physician shall be required (with one exception —
preventative heart scans if all Texas Department of Health requirements are met).
1 Coronary Risk Factors: Cigarette smoking, Hypercholesterolemia, Hypertension, Diabetes, Positive
family history of youthful heart disease, sedentary lifestyle
Services Agreement — CFW and Texas Health Fort Worth Page 6 of 6