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HomeMy WebLinkAboutContract 63568CSC No. 63568 CITY OF FORT WORTH ASSIGNMENT WHEREAS, the Metropolitan Area EMS Authority dba MedStar Mobile Healthcare ("Assignor") and Baylor All Saints Medical Center dlb/a Baylor Scott & White All Saints Medical Center —Fort Worth ("Baylor") entered into a Program Letter Agreement, dated effective May 1, 2024 (the "PLA") concerning the rotation of the Emergency Medicine Residency Program Physician Trainees from Baylor to Assignor; WHEREAS, Assignor, the City of Fort Worth ("Assignee"), and Baylor have agreed to amend the PLA as set forth herein; and WHEREAS, Assignor desires to assign, and Assignee desires to assume, the PLA, as amended (collectively, the "Contract"), with the consent of Baylor; NOW, THEREFORE, Assignor, Assignee, and Baylor agree as follows: I. AMENDMENT The PLA is hereby amended as follows: Section 8., entitled "Insurance" is hereby amended to include the following: "Alternatively, Participating Institution may, at its discretion, elect to self -insure provided that such self-insurance meets the applicable statutory requirements and guidelines set forth by state law, including but not limited to chapter 2259 of the Texas Government Code." Section 1 I., entitled "General Indemnity" is hereby amended to include the following: "The above notwithstanding, in no event will this provision be construed as to require, or otherwise obligate, Participating Institution to establish a sinking fund." Section 16., entitled "Notices" is hereby amended to replace the information referring to Assignor with information relevant to Assignee, as follows: 100 Fort Worth Trail Port Worth, Texas 76102 With copy to City Attorney's Office The PLA is further amended such that all references to Participating Institution shall refer to the City of Fort Worth and to include the attached Emergency Medical Services (EMS) Rotation as Exhibit A. OFFICIAL RECORD CITY SECRETARY All other terms of the PLA remain in full force and effect. FT. WORTH, Tx Assignment Page 1 of 5 IL ASSIGNMENT Assignor hereby assigns to Assignee all of its rights, duties, and obligations under the Contract, between Assignor and Baylor All. Saints Medical Center d/b/a Baylor Scott & White All Saints Medical Center — Fort Worth. Assignee agrees to assume and perform all duties and obligations required of Assignor under the terms of the Contract, as amended. This Assignment constitutes the entire agreement between Assignor and Assignee with respect to the subject matter hereof No modification of any provision of this Assignment small be effective unless in writing and signed by Assignor and Assignee. This Assignment shall inure to the benefit of and be binding upon Assignor and Assignee and their respective successors and assigns. This Assignment shall be governed by the laws of the State of Texas, without application of principles of conflicts of law. This Assignment may be executed in one or more counterparts each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signed signature pages may be transmitted by facsimile or e-mail, and any such signature shall have the same legal effect as an original. Dated the day of f N 2025. Metropolitan Area EMS Authority dba MedStar Mobile Healthcare (Assignor) By: Print: Frma�CGresh ` Title: Interim Chief Executive Officer Assignment Page 2 of 5 City of Fort Worth (Assignee): Valerie Washington (Jun 30, 2025 09:33 CDT) By: Name: Valerie Washington Title: Assistant City Manager Date. 06/30/2025 CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: By: Name: Jeffrey Jarvis Title: EMS Chief Medical Officer Approved as to Form and Legality: By: Name: Taylor Paris Title: Assistant City Attorney Contract Authorization: M&C: N/A Assignment Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By: C��6 Name: Dwayne Howerton Title: AD Office of Medical Director City Secretary: poF00000 00 �aa 0d0 a°gig 9.w ovo °xy Q�annnE4p56b By: Name. Jannette S. Goodall Title: City Secretary OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Page 3 of 5 NOTARY ACKNOWLEDGEMENT On the 6 day of �� �r 2025, personally appeared Vf" ll,� �'-U6EA!3_, who acknowledged to me that (s)he is the Interim Chief Executive Officer of Metropolitan Area EMS Authority dba MedStar Mobile Healthcare ("Assignor"), and that (s)he executed this document for the purposes and consideration contained herein. Metropolitan Area EMS Author' y dba Me obile Healthcare By: Print: prank res I Title: .Interim Chief Executive Officer SUBSCRIBED TO before me on this ii)+�- day of, .2025. MONICA CRUZ +otary Public in and for the ate of My Notary ID# 126504816 1y commission Expires: r�Q Expires May 20, 2028 Assignment Page 4 of 5 CONSENT TO ASSIGNMENT Baylor All Saints Medical Center d/b/a Baylor Scott & White All Saints Medical Center — Fort Worth hereby consents to the assignment of the Program Letter of Agreement dated effective May 1, 2024, as amended by the Amendment executed concurrently herewith (collectively, the "Contract"), between Baylor All Saints Medical Center d/b/a Baylor Scott & White All Saints Medical Center — Fort Worth and Metropolitan Area EMS Authority dba MedStar Mobile Healthcare ("Assignor") to City of Fort Worth ("Assignee"). Baylor All Saints Medical Center d/b/a Baylor Scott & White All Saints Medical Center — Fort Worth acknowledges and agrees that Assignee shall assume all rights, duties, and obligations of Assignor under the Contract, as amended, provided that Assignee complies with all terms of the Contract. Baylor All Saints Medical Center d/b/a Baylor Scott & White All Saints Medical Center — Fort Worth By: Name: �!i �•�' 1e c 1vL� Title: _Z1, a . Date: j Assignment Page 5 of 5 DocuSign Envelope ID: 5C8C64D2-COC3-4B44-A465-4834705BA9EE PROGR,4M LETTER OF AGREEMEN-1 This Program Letter of Agreement ("PLA") documents the agreement between Baylor All Saints Medical Center d/b/a Baylor Scott & White All Saints Medical Center — Port Worth ("Sponsoring Institution"), located at 1400 $`b Avenue, Fort Worth, Texas 76104, and the Metropolitan Area EMS Authority d/b/a MedStar Mobile Healthcare ("Participating Institution"), with its primary location at 2900 Alta Mere Dr., Fort Worth, TX 76116, concerning the rotation of the Emergency Medicine Residency Program Physician Trainees ("Physician Trainees") from Sponsoring Institution to Participating Institution: The Supervising Individual ("Local Site Director") at Participating Institution who will assume educational and supervisory responsibilities for the Physician Trainees is the physician appointed by Participating Institution to serve in such position. As of the effective date of this PLA the Local Site Director is Jeffrey L Jarvis, M.D. Participating Institution shall provide notice to Sponsoring Institution upon the appointment of a new Local Site Director. 2. The Local Site Director and certain other physicians will provide clinical supervision for the Physician Trainees at Participating Institution (collectively with the Local Site Director, the "Faculty Members"). 3. The educational Goals and Objectives of the Sponsoring Institution's Emergency Medicine Residency Training Program to be attained at the Participating Institution in the six (6) core competencies with progressive levels of responsibility are outlined in Exhibit A attached to this PLA and incorporated herein by reference. There may be other educational goals and objectives which Sponsoring Institution may communicate to Participating Institution from time to time. 4. The period of assignment of the Physician Trainees to the Participating Institution, the financial arrangements, and details for insurance and benefits are as follows: No more than S PGY 3 Emergency Medicine Residency Program Physician Trainees shall be assigned for a two (2) or four (4) week rotation each at the Participating Institution. The Sponsoring Institution will be responsible for any stipend and other compensation and/or benefits to be paid or provided to the Physician Trainees during the rotation. 5. In addition to the rotation for PGY-3 Physician Trainees in pre -hospital Emergency Medicine - The Physician Trainees may at various times during their three (3) years of training in the Emergency Medicine Residency Program attend large events that are staffed by Participating Institution EMS provider staff (physicians, EMTs and paramedics) under the direct or indirect supervision of Local Site Director. • The Physician Trainees may assist in evaluation and medical care of patients under the care of the Participating Institution and in accordance with Participating Institution clinical standards under supervision. of Participating Institution EMS provider staff (physicians, EMTs and paramedics) under the direct or indirect supervision of Local Site Director. PAGE Docu5ign Envelope ID: 5CBC84d2-COC3-4B41-A455-4834705BA9EE • Any such hours must abide by ACGME duty -hour restrictions and Participating Institution may not require the Physician Trainees' attendance nor prevent the Physician Trainees from leaving the event at any particular time. • Participating Institution must provide Physician Trainees participating in the events with appropriate PPE and supervision. b. The Physician Trainees assigned to the Participating Institution shall participate in the rotation and the events under the clinical supervision of the Local Site Director and Faculty Members and other Participating Institution physicians and paramedics assigned by the Participating Institution. The Local Site Director and Faculty Members and other Participating Institution physicians and paramedics will be responsible for the general day- to-day supervision and the training of the Physician Trainees, in coordination and cooperation with Sponsoring Institution's faculty during the rotation. The Local Site Director and Faculty Members and other Participating Institution physicians and paramedics assigned to provide training and supervision will be responsible for clinical supervision of the Physician Trainees in compliance with applicable accreditation standards; however, without limiting the foregoing, at all times during the term of this PLA, each Physician Trainee assigned to the Participating Institution shall remain a Sponsoring Institution "employee" when the Physician Trainee is providing care and treatment to patients within the course and scope of the rotation and is acting within the course and scope of his or her employment as a Physician Trainee of Sponsoring Institution. The Local Site Director will be responsible for completing the electronic evaluations of the Physician Trainees' performance in Sponsoring Institution's Residency Management System (RMS), New Innovations, at the end of the rotation within thirty (30) days after the end of the rotation. The Local Site Director agrees to contact Sponsoring Institution regarding any issues completing the evaluation within thirty (30) days after the end of the rotation. 7. Policies and procedures that will govern the Physician Trainees' education while rotating to the Participating Institution are as follows: To the extent applicable, Physician Trainees will comply with the policies and procedures of Sponsoring Institution and Participating Institution while participating in the rotation at Participating Institution. While at Participating Institution, the Participating Institution shall ensure that the Physician Trainees only participate in the care and treatment of patients as provided herein. The Physician Trainees may be involved in the care and treatment of patients only under the direction and supervision of the Local Site Director and Faculty Members and other physicians and paramedics assigned by Participating Institution to provide training and supervision. The Local Site Director and Faculty Members and other Participating Institution physicians and paramedics assigned by Participating Institution to provide training and supervision shall have primary responsibility for the care of Participating Institution patients, but may delegate patient care duties, as deemed appropriate, to the Physician Trainees. The Participating Institution shall ensure that the Physician Trainees shall not have any primary, unsupervised patient care responsibility delegated to them by the Local Site Director or Faculty Members or other Participating Institution physicians or paramedics assigned by Participating Institution to provide training and supervision. PAGE ©ocu5ign Envelope ID: 5CBC84172-COC3-4B41-A466-4834705BA9EE $. Insurance: Participating Institution shall maintain occurrence -based professional liability insurance for Participating Institution and its employees and agents in an amount not less than $1,000,000 per occurrence/$3,000,000 annual aggregate, in such form and by an insurance company as are acceptable to Sponsoring Institution. Participating Institution shall furnish Sponsoring Institution written confirmation of this professional liability coverage. Participating Institution shall provide Sponsoring Institution written notice of cancellation of any such professional liability coverage at least thirty (30) days in advance of the cancellation. Physician Trainees assigned to Participating Institution are not covered by the Participating Institution's professional liability coverage. 9. Term of PLA: This PLA shall be effective on the date of the final signature below. This PLA shall continue in force and effect for an initial one (1) year term, unless sooner terminated in writing by either party. After the initial one (1) year term, this PLA shall automatically renew from year to year for five (5) years in succession, unless sooner terminated in writing by either party. Either party may terminate this PLA at any time without cause by giving the other party ninety (90) days written notice of intention to terminate this PLA. Either party may terminate this PLA for cause if the other party fails to cure the default after the terminating party provides ten (10) days written notice to the other party describing the default. 10. GeneraI Terms: Physician Trainees shall be assigned under this PLA without regard to race, religion, sex, creed, national origin, or disability. No Physician Trainee shall be considered an agent or employee of the Participating Institution; the Participating Institution retains the exclusive control of its premises, operations and all aspects of its patient services, other than the practice of medicine by the Faculty Members and Physician Trainees. 11. General Indemnity: To the extent allowed by the Texas constitution and the laws of the state of Texas, each party shall defend, indemnify and hold harmless the other party and the other party's officers, directors, shareholders, partners, employees, and agents from any and all threatened or actual claims, proceedings, losses, damages, fines, penalties, liabilities, costs and expenses of any nature, including attorneys' fees and court costs sustained or incurred by or asserted against the other party arising from (i) the indemnifying parry's breach of this PLA in any material respect or (ii) the indemnifying party's conduct in connection with the performance of this PLA that constitutes gross negligence, fraud, willful misconduct or a knowing violation of law. Nothing in the provision shall otherwise limit or waive any other immunity or defense available to either party or its agents and employees. PAGE DocuSign Envelope ID: 5C8C84D2-CO03-4841-A465-4834705BA9EE 12. Governing Law and Venue: This PLA shall be governed by the laws of the State of Texas without regard to its conflict of laws provisions. The venue of any litigation arising from this PLA will be in the United States District Courts, Fort Worth Division of the Northern District of Texas if the litigation arises in Federal Court or in the District Courts of Tarrant County, 'Texas if the litigation arises in State Court. The venue of any dispute resolution activity shall be in Fort Worth, Tarrant County, Texas. 13. Severability: Should any part, term, or provision of this PLA be declared to be invalid, void, or unenforceable, all remaining parts, terms, and provisions hereof shall remain in full force and effect, and shall in no way be invalidated, impaired., or affected thereby. Each invalid provision shall be revised only to the extent necessary to bring it within the requirements of such law or regulation. 14. HIPAA Obligations: Both parties acknowledge that they have obligations as "covered entities" under the Health Insurance Portability and Accountability Act of 1996 (42 U.S.C. § 1320(d) ("HIPAA") and its implementing regulations, including 45 C.F.R. parts 160 and 164, subparts A and E ("Privacy Rule") and 45 C.F.R. parts 160 and 164, subparts A and C ("Security Rule), and agree to comply with the Health Information Technology for Economic and Clinical Health Act of 2009 (42 U.S.C. 17921-53) and its implementing regulations. 15. Modification/Entire Agreement: No supplement, modification, or amendment of any term, provision, or condition of this PLA shall be binding or enforceable on either party hereto unless in writing signed by both parties. The Parties agree that this PLA -represents the complete and exclusive statement of the agreement between them with respect to the subject matter hereof and supersedes all other agreements, oral or written, among them relating to the subject matter of this PLA, including but not limited to that certain Program Letter of Agreement dated July 1, 2022. 16. Notices: All notices provided for by this PLA shall be made in writing either (a) by actual delivery (e.g., personally, by commercial courier service, or by confirmed telefacsimile,) of the notice, or (b) by the mailing of the notice by United States Postal Service certified or registered mail, return receipt requested, and addressed to the party to be notified at the address set forth below (or at such other address as may be given by notice by a party). The notice shall be deemed to be received (i) if by actual delivery, on the date of its receipt by the party, or (ii) if by mail, on the second day on which mail is delivered following the date of deposit in the United States Postal Service. Participating Institution: Metropolitan Area EMS Authority 2900 Alta Mere Drive Fort Worth, Texas 76116 General Counsel PAGE DocuSign Envelope ID: 5C8C84D2-00C3-41341-A485-48347058A9EE If to Sponsoring Institution: Baylor Scott & White All Saints Medical Center 1400 Eighth Ave. Fart Worth, Texas 76104 With a copy to: BSWH Legal Department 301 North Washington Ave. Dallas, Texas 75246 Baylor All Saints Medical Center d/b/a Baylor Scott & White All Saints Medical Center — Fort Worth Andrew Shedd, M.D. COocuSiflncA by: A+I. S{a.l, JAD I AI.T,11 33411LI&A 4/24/2024 Date Kollier Hinkle, M.D. Signature IIr...r+.17{y.,crl l.y rut,�rnnu anu e.rer Date 4/24/2024 Participating Institution Jeffrey L. Jarvis, M.D. Local Site Director IinrnSlgn.d by !r WI 1 I: n4r I 5/1/2024 Date Kenneth J. Simpson Chief Executive Officer Signature I, rr:11Wr dhv I c V AAA 14 .1. � IKArSMA, r.1 wu I . L 14411E Date 4/24/2024 PAGES BaylorScott&zWhite ALL SAINTS MEDICAL CENTER FORT W6pTH Exhibit A Baylor Scott and White All Saints Medical Center (BAS) Emergency Medicine Residency Emergency Medical Services (EMS) Rotation Overview: SCHOOL of M EDIOM This rotation is a 4-week experience with the local EMS provider. Residents will work closely with the EMS Medical Directors, EMS Fellows, and Paramedics, to gain experience and understanding of prehospital medical care. The resident gains experience with direct patient care in this setting and will gain experience with the different levels and types of pre -hospital care as well as protocols and on-line medical direction. Service: Fort Worth Fire Department; Fort Worth, TX • PGY3 — 4 weeks, consisting of: 5 x 12-hour ambulance shifts -i 5 x 12-hour Critical Care Paramedic shifts i'l 1 x 12-hour Mobile Healthcare Practitioner shift 1 ] 1 x 8-hour Medical Direction shift (Wednesday morning, 3`a or Wh week) ❑ Please note, the precise numbers of each shift type may vary depending on the time of the rotation and the specific EMS provider. Scheduline: • EMS Schedule will be available in New Innovations. • Additionally, in order to maximize the senior resident experience on this rotation as they prepare for their careers after graduation, administrative meetings with the ED Leadership team (ie. Chair, Medical Director, Associate Medical Director) will be included in the rotation and will be scheduled and communicated separately. See Addendum. • Residents will be responsible for self -scheduling their EMS shifts in conjunction with the local EMS provider and residency administration. With the exception of the medical director shift and the administrative meetings, residents are required to attend Wednesday morning conference and therefore may not schedule EMS shifts. Contact: Angela Cornelius, MD Associate Medical Director Angela.Cornelius@bswhealth.org Nichol Timms EM Residency Program Coordinator Nichol.Timms@bswhealth.org Updated April, 2025 BaylorScott&&Vbte ALL SAMS MEDICAL CENTER FART WORTH SCHOOL Of AMICINE Goals: • Gain understanding of pre -hospital patient evaluation and medical care, utilizing off-line and on-line medical control • Gain understanding of pre -hospital protocols • Experience the nuances and challenges of pre -hospital medicine • Experience transitions of care from BLS to ALS providers on scene as well as to Emergency Department staff in local EDs. • Gain experience with the medical director in EMS medical direction • Take part in EMS education, if opportunity exists during rotation Obiectives: 1. Patient Care (PC) a. Learn to appropriately manage patients in the pre -hospital setting. b. Begin to apply advanced resuscitation skills in the pre -hospital setting. c. Learn about scene -safety, transport time, the challenges of patient -care in an ambulance, and the impact on pre -hospital medical care and medical -decision -making. d. Gain experience with procedural skills such as IV and/or 10 placement, CPR, airway management, ACLS, and AILS. Z. Medical Knowledge (MK) a. Acquire, learn, and/or hone skills of triage and rapid decision making. b. Acquire experience with transport decision -making, as well as modality and timing for transport. c. Understand the differences between the decision to make medical interventions in the pre -hospital setting compared with the ED. d. Learn about pre -hospital therapeutic interventions in medical and trauma patients. e. Learn about pre -hospital patient -care procedures that may be different than, or non- existent in the ED, such as long -back boards, scoop stretchers, SAM splints, AirQ Supraglottic Airways, etc. 3. Practice -Based Improvement & Learning a. Learn how EMS integrates with the rest of emergency medical care. b. Learn how to communicate effectively with EMS providers, both during transitions of care and on-line medical command. C. Learn the impact of EMS quality improvement and research on clinical care. 4. Professionalism (PROF) a. Dress appropriately for a professional role. b. Arrive timely and complete all assigned work in an efficient manner. C. Communicate professionally with staff and colleagues. d. Recognize personal and/or professional limitations. Updated April, 2025 $ayiorScvtt IER SCHOOL ALL SAINTS k1Ei11CAL CINCE?1T�q FORT vranTli 5. Interpersonal Communication Skills (ICS) a. Be able to both educate others in the pre -hospital setting, and be educated, in a professional and effective manner. b. Learn to communicate effectively with EMS providers in both transitions of care and on-line medical command. C. Learn to communicate effectively with patients in the pre: -hospital setting, as well as family members, and how this can vary from communications in the ED. 6. Systems Based Practice a. Learn about access to care for emergency patients, and those lacking access to medical care, in the pre -hospital setting. b. Learn first hand about the impact of patient living conditions on patient's health. c. Learn about the impact of EMS systems on the local emergency medicine community. d. Lean about the impact of ED overcrowding and prolonged transitions of care on overall EMS system availability and performance. e. Understand the importance of access to care on at -risk patient populations. f. Understand the role of the EMS medical director and pre -hospital protocols and policies. Updated April, 2025