HomeMy WebLinkAboutContract 44318 (2)CITY SECRETARY
CONTRACT NO. L�
SERVICES AGREEMENT
THIS SERVICES AGREEMENT (the "Agreement") 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 a Services Agreement, the
same being City Secretary Contract 42188, which expires February 28, 2013; and
WHEREAS, Hospital and Customer wish to continue this relationship by entering into this
new Agreement.
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 beginning March 1, 2013
and shall continue through February 28, 2015, unless sooner terminated as provided
for herein. •
2.2 Termination. Either party may terminate this Agreement at any time with or without
cause on thirty (30) days' written notice to the other party.
3. Compensation. Customer agrees to pay Hospital compensation at a rate of up to $500.00 per
covered employee per year as set forth in Exhibit A. Service fees exceeding $500.00 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. Insurance Coverage. Hospital agrees to carry insurance coverage with minimum coverage
amounts as follows:
RECEIVED MAR 13 2zi0
RECEIVED MAR 29 2013
OFFICIAL RECORD
CITY SECRETARY
Ft Wom's, TX
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 $1,000,000.00 per claim/occurrence and
$3,000,000.00 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.
Services Agreement — CFW and Texas Health Fort Worth Page 2 of 6
6.4 Entire Agreement. This instrument (including any attachments, exhibits, and
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
Attic Lillie Biggins, President
1301 Pennsylvania Avenue
Fort Worth, Texas 76104
Copy to:
Legal Department
Texas Health Resources
612E Lamar Avenue Suite 900
Arlington, Texas 76011
Attn: General Counsel
If to Customer.
City of Fort Worth
Susan Alams, 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
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.
6.10 Severabilitv. 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:
TEXAS HEALTH HARRIS
T O PIST HOSPITAL FORT WORTH
Date:
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Business Health Services
Date:
Approved As To Form Only:
Terri A. De io
Senior Attorney
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Services Agreement — CFW and Texas Health Fort Worth
Date:
CITY OF FORT WORTH
OriziAitn1
SusaAlanis, Assistant City Manager
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Denis C. McEI
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ATTESTED:
Mary J. K
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Page 4 of 6
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 performed according to the stated age guidelines:
Customized Package (male or female) - $500.00
.
.
.
.
.
.
.
.
.
•
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 - $500.00
• 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
BUSINESS ASSOCIATE CONTRACT
General Purpose
Title II of the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and.
the Standards for Privacy established by the Department of Health and Human Services
require the City of Fort Worth to obtain satisfactory assurances from its Business
Associate that the Business Associate will appropriately safeguard the protected health
information it receives or creates on behalf of the covered entity.
Definitions
Catch-all definition*
Terms used, but not otherwise defined, in this Agreement shall have the
same meaning as those terms in the Privacy Rule.
Specific definitions:
a. Business Associate. "Business Associate" shall mean Texas Health Harris
Methodist Hospital Fort Worth (THFW).
b. Covered Entity. Covered Entity' shall mean City of Fort Worth.
c. Individual. "Individual ' shall have the same meaning as the term
'individual" in 45 CFR § 160.103 and shall include a person who
qualifies as a personal representative in accordance with 45 CFR §
164.502(g).
d. Privacy Rule. "Privacy Rule" shall mean the Standards for Privacy of
Individually Identifiable Health Information at 45 CFR Part 160 and Part
164, Subparts A and E
e. Protected Health Information. "Protected Health Information" shall have
the same meaning as the term "protected health information" in 45 CFR §
164.501, limited to the information created or received by Business
Associate from or on behalf of Covered Entity.
f. Required By Law. "Required By Law' shall have the same meaning as the
tern "required by law" in 45 CFR § 160.103.
g. Secretary. "Secretary" shall mean the Secretary of the Department of
Health and Human Services or his designee.
Consideration
Covered Entity is obligated under federal law to secure from Business Associate the
representations and covenants, as set forth herein, in order to continue Covered Entity's
business relationship with Business Associate. The parties to this agreement
acknowledge, therefore, that the continuation of the business relationship in compliance
with federal law constitutes good and valuable consideration for this representations and
covenants contained herein
The parties acknowledge that any pre-existing agreements between the parties is not
superseded by or merged into this contract. To the extent that this Business Associate
Contract conflicts with the terms of any other agreement between the parties, the terms of
this Business Associate Contract control.
Obligations and Activities of Business Associate
a. Business Associate agrees to not use or disclose Protected Health Information
other than as permitted or required by the Agreement, the Privacy Rule, or as
Required By Law.
b. Business Associate agrees to use appropriate safeguards to prevent use or
disclosure of the Protected Health Information other than as provided for by this
Agreement.
c. Business Associate agrees to mitigate, to the extent practicable, any harmful
effect that is known to Business Associate of a use or disclosure of Protected
Health Information by Business Associate in violation of the requirements of this
Agreement.
d. Business Associate agrees to report to Covered Entity any use or disclosure of the
Protected Health Information not provided for by this Agreement of which it
becomes aware.
e Business Associate agrees to ensure that any agent, including a subcontractor, to
whom it provides Protected Health Information received from, or created or
received by Business Associate on behalf of Covered Entity, agrees to the same
restrictions and conditions that apply through this Agreement to Business
Associate with respect to such information.
f. Business Associate agrees to provide access, at the request of Covered Entity, and
in the time and manner as negotiated for auditing services, to Protected Health
Information in a Designated Record Set, to Covered Entity or, as directed by
Covered Entity, to an Individual in order to meet the requirements under 45 CFR
§ 164.524.
g. Business Associate agrees to make any amendment(s) to Protected Health
Information in a Designated Record Set that the Covered Entity directs or agrees
to pursuant to 45 CFR § 164.526 at the request of Covered Entity or an
Individual, and in the time and manner as negotiated for auditing services.
h Business Associate agrees to make internal practices, books, and records,
including policies and procedures and Protected Health Information, relating to
the use and disclosure of Protected Health Information received from or created
or received by Business Associate on behalf of, Covered Entity available to the
Covered Entity, or to the Secretary, in a time and manner as negotiated for
auditing services or designated by the Secretary, for purposes of the Secretary
determining Covered Entity's compliance with the Privacy Rule.
i. Business Associate agrees to document such disclosures of Protected Health
Information and information related to such disclosures as would be required for
Covered Entity to respond to a request by an Individual for an accounting of
disclosures of Protected Health Information in accordance with 45 CFR §
164.528.
J . Business Associate agrees to provide to Covered Entity or an Individual, in time
and manner as negotiated in auditing services, information collected in
accordance with Provision (i) above to permit Covered Entity to respond to a
request by an Individual for an accounting of disclosures of Protected Health
Information in accordance with 45 CFR § 164.528.
Permitted Uses and Disclosures by Business Associate:
General Use and Disclosure Provisions
Business Associate may use or disclose Protected Health Information to perform
functions, activities, or services for, or on behalf of, Covered Entity as specified
in this Agreement, provided that such use or disclosure would not violate the
Privacy Rule if done by Covered Entity or the minimum necessary policies and
procedures of the Covered Entity.
Permitted Uses and Disclosures by Business Associate: Snecific Use and Disclosure
Provisions
a. Except as otherwise limited in this Agreement, Business Associate may use
Protected Health Infoiuuation for the proper management and administration of
the Business Associate or to carry out the legal responsibilities of the Business
Associate.
b. Except as otherwise limited in this Agreement, Business Associate may disclose
Protected Health Information for the proper management and administration of
the Business Associate, provided that disclosures are Required By Law, or
Business Associate obtains reasonable assurances from the person to whom the
information is disclosed that it will remain confidential and used or further
disclosed only as Required By Law or for the purpose for which it was disclosed
to the person, and the person notifies the Business Associate of any instances of
which it is aware in which the confidentiality of the information has been
breached
c. Except as otherwise limited in this Agreement, Business Associate may use
Protected Health Information to provide Data Aggregation services to Covered
Entity as permitted by 42 CFR § 164.504(e)(2)(i)(B).
d. Business Associate may use Protected Health Information to report violations of
law to appropriate Federal and State authorities, consistent with § 164.502(j)(1).
Oblieations of Covered Entity:
Provisions for Covered Entity to Inform Business Associate of Privacy Practices and
Restrictions
a. Covered Entity shall notify Business Associate of any limitation(s) in its notice of
privacy practices of Covered Entity in accordance with 45 CFR § 164.520, to the
extent that such limitation may affect Business Associate's use or disclosure of
Protected Health Information.
b. Covered Entity shall notify Business Associate of any changes in, or revocation
of, permission by Individual to use or disclose Protected Health Information, to
the extent that such changes may affect Business Associate's use or disclosure of
Protected Health Information.
c. Covered Entity shall notify Business Associate of any restriction to the use or
disclosure of Protected Health Information that Covered Entity has agreed to in
accordance with 45 CFR § 164.522, to the extent that such restriction may affect
Business Associate's use or disclosure of Protected Health Information.
Permissible Requests by Covered Entity
Covered Entity shall not request Business Associate to use or disclose Protected Health
Information in any manner that would not be permissible under the Privacy Rule if done
by Covered Entity.
Term and Termination
a. Term The Term of this Agreement shall be effective as of the date of execution
of this Agreement, and shall terminate when all of the Protected Health
Information provided by Covered Entity to Business Associate, or created or
received by Business Associate on behalf of Covered Entity, is destroyed or
returned to Covered Entity, or, if it is infeasible to return or destroy Protected
Health Information, protections are extended to such information, in accordance
with the termination provisions in this Section.
b. Teiinination for Cause. Upon Covered Entity's knowledge of a material breach by
Business Associate, Covered Entity shall either:
1. Provide an opportunity for Business Associate to cure the breach or end
the violation and terminate this Agreement if Business Associate does not
cure the breach or end the violation within the time specified by Covered
Entity;
2. Immediately terminate this Agreement if Business Associate has breached
a material terra of this Agreement and cure is not possible; or
3. If neither termination nor cure is feasible, Covered Entity shall report the
violation to the Secretary.
c. Effect of Termination.
1. Except as provided in paragraph (2) of this section, upon termination of
this Agreement, for any reason, Business Associate shall return or destroy
all Protected Health Information received from Covered Entity, or created
or received by Business Associate on behalf of Covered Entity. This
provision shall apply to Protected Health Information that is in the
possession of subcontractors or agents of Business Associate. Business
Associate shall retain no copies of the Protected Health Information.
2 In the event that Business Associate determines that returning or
destroying the Protected Health Information is infeasible, Business
Associate shall provide to Covered Entity notification of the conditions
that make return or destruction infeasible. Upon event of return or
destruction of Protected Health Information is infeasible Business
Associate shall extend the protections of this Agreement to such Protected
Health Information and limit further uses and disclosures of such
Protected Health Information to those purposes that make the return or
destruction infeasible, for so long as Business Associate maintains such
Protected Health Information.
Miscellaneous
a. Reaulatory References. A reference in this Agreement to a section in the Privacy
Rule means the section as in effect or as amended.
b. Amendment. The Parties agree to take such action as is necessary to amend this
Agreement from time to time as is necessary for Covered Entity to comply with
the requirements of the Privacy Rule and the Health Insurance Portability and
Accountability Act of 1996, Pub. L No. 104-191.
c. Survival. The respective rights and obligations of Business Associate under
Section C of this Agreement shall survive the termination of this Agreement
d Interpretation. Any ambiguity in this Agreement shall be resolved to permit
Covered Entity to comply with the Privacy Rule.
Execution:
Covered Entity:
Company
Name
Title
Date
Business Associate:
Company
Name
Title
Date
Approved ra;: r
ern A. DeSlo
:4. .}, Attorney