HomeMy WebLinkAboutContract 63603Docusign Envelope ID: 053DCDFE-B6BC-4A92-A11F-D07EB9B92EBD CSC No. 63603
CITY OF FORT WORTH
ASSIGNMENT
WHEREAS, the Metropolitan Area EMS Authority dba MedStar Mobile Healthcare ("Assignor")
and Tarrant County Hospital District d/b/a JPS Health Network d/b/a John Peter Smith Hospital
("JPS") entered into a Program Letter Agreement, dated effective June 14, 2024 (the "PLA")
concerning the rotation of the Emergency Medical Services Residency/Fellowship Program
Physician Trainees from JPS to Assignor;
WHEREAS, Assignor, the City of Fort Worth ("Assignee"), and JPS 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 JPS;
NOW, THEREFORE, Assignor, Assignee, and JPS agree as follows:
I. AMENDMENT
The PLA is hereby amended as follows:
Section VIII. D.., entitled "Liability Coverage" is hereby amended to include the following:
"Alternatively, FACILITY 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 VIII. L., entitled "Notices" is hereby amended to replace the information referring to
Assignor with information relevant to Assignee, as follows:
100 Fort Worth Trail
Fort Worth, Texas 76102
With copy to City Attorney's Office
The ALA is further amended such that all references to FACILITY or MedStar Mobile Healthcare
shall refer to the City of Fort Worth.
All other terms of the PLA remain in full force and effect. OFFICIAL RECORD
CITY SECRETARY
H. ASSIGNMENT FT. WORTH, Tx
Assignor hereby assigns to Assignee all of its rights, duties, and obligations under the
Contract, between Assignor and JPS. Assignee agrees to assume and perform all duties and
obligations required of Assignor under the terms of the Contract, as amended.
Assignment Page 1 of 5
Docusign Envelope ID: 053DCDFE-B6B0-4A92-A11F-D07EB9B92EBD
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 shall 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 73Z�9b—__ 2025.
Metropolitan Area EMS Authority dba MedStar
Mobile Healthcare
(Assignor)
By:�
Print: Frank s
Title: Interim Chief Executive Officer
Assignment Page 2 of
Docusign Envelope ID: 053DCDFE-B6BC-4A92-A11F-DNE139692EBD
City of Fort Worth (Assignee):
VOL WAA--X-1-
By: Valerie Washington (Jul2, 202510:50 CDT)
'
Name: Valerie Washington
Title: Assistant City Manager
Date: 07/02/2025
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.
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By:
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Name: Dwayne Howerton
Title: AD Office of Medical Director
City Secretary:
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By:
Name: Jannette S. Goodall
Title: City Secretary
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Page 3 of 5
Docusign Envelope ID: 053DCDFE-B6BC-4A92-A11F-D07EB91392EW
NOTARY ACKNOWLEDGEMENT
n the 2( day of jV,� 2025, personally appeared
ho acknowledged to me that (s)he is the Interim Chief Executive Officer
o etropolitan 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 Authority dba MedStar Mobile
Healthcare
By:
Print: Frank Gre
Title: Interim C lie Executive Officer
SUBSCRIBED TO before me on this day of aw)e, , 2025.
A'. MONICACRUZ
# 12MB16 Notary Public in and for the Late of �,+(a S
My Notary ID
F iresMay20,2028 My commission Expires: "aL Aot'A0ap
Assignment Page 4 of 5
Docusign Envelope ID: 053DCDFE-136BC-4A92-Ai 1 F-DUE1391392E13D
CONSENT TO ASSIGNMENT
Tarrant County Hospital District d/b/a JPS Health Network d/b/a John Peter Smith Hospital
hereby consents to the assignment of the Program Letter of Agreement dated effective June 14,
2024, as amended by the Amendment executed concurrently herewith (collectively, the
"Contract"), between Tarrant County Hospital District d/b/a JPS Health Network d/b/a John Peter
Smith Hospital and Metropolitan Area EMS Authority dba MedStar Mobile Healthcare
("Assignor") to City of Fort Worth ("Assignee"). Tarrant County Hospital District d/bla JPS
Health Network d/b/a John Peter Smith Hospital 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.
Tarrant County Hospital District d/b/a JPS
Health Network d/b/a John Peter Smith
Hospital
By: 5�ocu5igned by:
1661. fw6fft
Name: -rr-1M't114'dit, m. D.
Title: syp, Arademi rs anri Research Affairs
Date:06/25/25 1 3:16 PM CDT
.......... .
Assignment rage 5 of S
Docusign Envelope ID: 053DCDFE-86BC-4A92-AI IF-DO7EB9B92EBD
PROGRAM LETTER OF AGREEMENT
between
Tarrant County Hospital District d/b/a JPS Health Network
d/b/a John Peter Smith Hospital
and
Metropolitan Area EMS Authority d/b/a MedStar Mobile Healthcare
This Program Letter of Agreement ("Agreement") sets forth the understanding between Tarrant
County Hospital District d/b/a JPS Health Network d/b/a John Peter Smith Hospital ("JPS") and
Metropolitan Area EMS Authority d/b/a MedS tar Mobile Healthcare ("FACILITY") regarding the
education of resident/fellow physicians -in -training ("Residents/Fellows") in required assignments
(the "Resident/Fellow Rotations") for JPS's residency/fellowship Program (defined below). JPS
and FACILITY may be referred to individually as a "Party" to this Agreement, and they may be
referred to collectively as the "Parties" to this Agreement.
For and in consideration of the mutual covenants and conditions herein contained, and for other
good and valuable consideration the receipt and sufficiency of which is hereby acknowledged by
the Parties, JPS and FACILITY hereby agree to establish Resident/Fellow Rotations upon the
following terms and conditions:
L RESIDENCY/FELLOWSHIP PROGRAM: Emergency Medicine ("Program")
The Parties shall establish a Resident/Fellow Rotation at FACILITY that will be affiliated
with the Program at JPS, and participation in said Program by the Residents/Fellows is
acknowledged as a bona fide Resident/Fellow Rotation for the Program. JPS, through its
Program Director, and upon mutual agreement with FACILITY, will recommend, and
FACILITY will accept, the number of Residents/Fellows that will participate in the
Resident/Fellow Rotation. The Parties agree that the annual assignment of
Residents/Fellows to FACILITY and the length of each assignment shall depend on the
availability of such Residents/Fellows for assignments.
The Parties agree that the terms "Resident" (or variations thereon, "Fellow" (or variations
thereof), "Program", and "Rotation" in this Agreement shall refer to the particular
Residents or Fellows (as applicable) participating in the particular Resident Rotation or
Fellow Rotation (as applicable) for the particular Fellowship Program or Residency
Program (as applicable), as described herein and in Exhibit "A".
H, LOCATION OF RESIDENT/FELLOW ROTATION:
Ambulance ride -outs originating from:
McdStar Mobile Healthcare
2900 Alta Mere Dr.
Fort Worth, Texas 76116
III. GOALS AND OBJECTIVES:
See Competency Based Goals and Objectives, which are attached hereto as Exhibit "A"
and incorporated herein by reference.
PROGRAM LETTER OF AGREEMENT PAGE 1
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IV. FACULTY:
A. Jeffrey L. Jarvis, MD, MS, EMT-P, or such other physicians, paramedics, and other
individuals on the staff at FACILITY as designated by JPS and approved by
FACILITY from time to time, will provide clinical supervision for the
Residents/Fellows.
B. The FACILITY supervising faculty must:
1. Devote sufficient time to the Program to fulfill their supervisory and
teaching responsibilities;
2. Administer and maintain an educational environment conducive to
educating Residcnts/Fellows; and
3. Evaluate Resident/Fellow performance in a timely manner during each
Resident/Fellow Rotation, document this evaluation at completion of the
assignment in a form acceptable to the Program Director, and timely
provide the Program Director with a copy of the evaluation.
C. The JPS Program Director must:
1. Oversee Resident/FeIlow supervision and the quality of patient care;
2. Give clear guidelines to the supervising faculty; and
3. Oversee resources and administrative support for the educational mission.
V. TERM AND TERMINATON:
This Agreement shall remain in full force and effect for a term of five (5) years beginning
September 1, 2023, and expiring August 31, 2028, unless this Agreement is earlier
terminated by either Party in accordance with this Section V.
A. Termination without Cause. Either Party, upon ninety (90) days prior written notice to
the other Party, may terminate this Agreement without cause.
B. Termination for Default. Either Parry may terminate this Agreement in the event of a
material breach by the other Party which, in the sole discretion of the non -breaching
Party, remains uncured after thirty (30) days written notice of the material breach to the
breaching Party.
C. Termination for Bankruptcy. In the event that a Party enters bankruptcy, takes an
assignment for the benefit of creditors, becomes subject to receivership or is otherwise
reasonably deemed insolvent, then this Agreement may be terminated at the option of
the other Party.
D. Annual Fiscal Condition Precedent. The Parties acknowledge and agree that JPS is a
governmental entity subject to an annual budgetary process and restrictions on
spending in conformity with that process and its approved budget. The Parties further
PROGRAM LETTER OF AGREEMENT PAGE 2
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agree that, notwithstanding any other language or provision herein to the contrary, if
for any reason funds are not budgeted expressly for this Agreement for JPS's fiscal
years subsequent to that in which funds for this Agreement are first allocated, JPS may
immediately and without penalty terminate this Agreement; provided, however, that in
no event shall such a termination be effective earlier than the expiration of the last date
for which funds have already been so allocated under an existing, finally approved
budget.
VI. FINANCIAL ARRANGEMENTS:
JPS will continue to provide Resident/Fellow salary and benefits.
VIL POLICIES AND PROCEDURES:
A. Each Resident/Fellow assigned to FACILITY under this Agreement will adhere to the
policies of FACILITY and to the policies of JPS and the JPS department sponsoring
the Program. Any Resident/Fellow failing to comply with the above requirements may
be terminated from the Resident/Fellow Rotation immediately by JPS. FACILITY will
make readily available to the Residents/Fellows all policies which are applicable to
their participation in the Resident/Fellow Rotation.
B. The Resident/Fellow Rotation shall be operated according to the approved standards of
the ACGME, CPME, or other applicable accreditation agency and the Programs
Residency/Fellowship Review Committee and shall be approved by JPS's Program
Director. Regarding the same, FACILITY and the FACILITY STAFF (defined below)
supervising the Residents/Fellows shall familiarize themselves and comply with the
ACGME, CPME, and/or other accreditation agency requirements as applicable to the
particular Resident/Fellow being supervised.
VIII. ADDITIONAL PROVISIONS:
A. Supervision of Residents/Fellows.
(1) By FACILITY. The Residents/Fellows assigned to the Resident/Fellow Rotation
shall participate in the Program under the clinical supervision of the physicians,
paramedics, and other individuals on the staff of FACILITY assigned by JPS to
provide training and supervision of the Residents/Fellows ("FACILITY STAFF").
The FACILITY STAFF will be responsible for the general day-to-day supervision
and the training of the Residents/Fellows, in coordination and cooperation with
JPS's teaching staff during the Resident/Fellow Rotation. The FACILITY STAFF
will be responsible for clinical supervision of the Residents/Fellows in compliance
with applicable accreditation standards and in keeping with the Goals and
Objectives and the policies and procedures specified in this Agreement; however,
without limiting the foregoing, at all times during the term of this Agreement, each
Resident/Fellow assigned to the Resident/Fellow Rotation shall remain a JPS
"employee" (as such term is defined in the Texas Tort Claims Act) when the
Resident/Fellow is providing care and treatment to patients within the course and
PROGRAM LETTER OF AGREEMENT PAGE 3
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scope of the Resident/Fellow Rotation and is acting within the course and scope of
his or her employment as a Resident/Fellow of JPS. FACILITY STAFF will be
bound by and comply with the terns of this Agreement for all times when the
Residents/Fellows are participating in the Resident/Fellow Rotation.
(2) By JPS. JPS will plan and determine the adequacy of the educational experience
of the Residents/Fellows in background, basic skill, professional ethics, attitude and
behavior and shall assign to the FACILITY only those Residents/Fellows who have
satisfactorily completed the prerequisite requirements for participation in the
Program and Resident/Fellow Rotation. Notwithstanding the clinical supervision
requirements set forth in Section VIII.A.(1) above, JPS will retain ultimate
responsibility for the education and assessment of the Residents/Fellows and, at all
times during a Resident/Fellow Rotation, JPS shall have the authority and legal
right to control the Residents'/Fellows' participation in the Program and
Resident/Fellow Rotation, including the authority and legal right to appoint and
terminate the Residents'/Fellows' participation in the Program and Resident/Fellow
Rotation. JPS shall monitor and supervise the Residents'/Fellows' compliance with
JPS policies and procedures, JPS Medical Staff Bylaws, rules and regulations, the
JPS Graduate Medical Education Institutional Handbook, and any other
requirements imposed by JPS for the Residents'/Fellows' participation in the
Program. and Resident/Fellow Rotation.
B. Oualifications of Sunervisina Staff. The FACILITY STAFF are subject to approval for
participation in the Resident/FeIlow Rotation by FACILITY. All FACILITY STAFF
shall possess all necessary qualifications, training, experience, and, as applicable,
current licensure or certification in the State where the Resident/Fellow Rotation is
located to perform the functions and duties of the particular FACILITY STAFF.
Without limiting the foregoing, each FACILITY STAFF during the term of this
Agreement shall remain, as applicable, duly licensed, registered, certified and in good
standing under the laws of the State where the Resident/Fellow Rotation is located to
engage in the practice or performance of the health care service or other service for
which such FACILITY STAFF is licensed, registered and/or certified and, if
applicable, to prescribe and administer controlled substances. FACILITY represents
and certifies, to the best of its knowledge and belief, that no FACILITY STAFF has
had his or her license to practice medicine (if applicable) or license, registration or
certification to perform the health care service or other service for which he or she is
licensed, registered or certified in the State where the Resident/Fellow Rotation is
located or in any other jurisdiction denied, suspended, revoked, terminated, voluntarily
relinquished under threat of disciplinary action, or otherwise restricted in any way.
C. Resident/Fellow Participation in Care. While at FACILITY, the Residents/Fellows will
only participate in the care and treatment of patients as provided herein. The
Residents/Fellows may be involved in the care and treatment of patients only under the
direction and supervision of the FACILITY STAFF. The FACILITY STAFF shall have
primary responsibility for the care of FACILITY patients, but may delegate patient care
duties (e.g., rounds), as deemed appropriate, to the Residents/Fellows; provided,
PROGRAM LETTER OF AGREEMENT PAGE 4
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however, the Residents/Fellows shall not have any primary, unsupervised patient care
responsibility delegated to them by FACILITY STAFF.
D. Liability Coverage. FACILITY recognizes that JPS is a county hospital district,
created and operating under Chapter 281 of the Texas Health and Safety Code and is a
unit of local government for purposes of Chapter 101 of the Texas Civil Practice and
Remedies Code ("Texas Tort Claims Act"). JPS considers a Resident/Fellow to be a
JPS "employee" (as such term is defined in the Texas Tort Claims Act) when the
Resident/Fellow is providing care and treatment to patients within the course and scope
of the Resident/FelIow Rotation and is acting within the course and scope of his or her
employment as a Resident/Fellow of JPS. Residents/Fellows will be considered by JPS
to be subject to the limits of liability under the Texas Torts Claim Act with respect to
acts performed in the course and scope of the Resident's/Fellow's employment with
JPS. As a general rule, with respect to acts performed in the course and scope of the
Resident's/Fellow's employment with JPS for which governmental immunity has been
waived under the Texas Tort Claims Act, the current limits on amount of liability under
the Texas Torts Claim Act for employees acting in the course and scope of employment
are $100,000 for each person and $300,000 for each single occurrence for bodily injury
or death claims.
FACILITY shall carry commercial general and professional liability insurance
coverage on an occurrence basis covering its obligations under this Agreement, with
limits of no less than $1,000,000 per occurrence and $3,000,000 general aggregate, and
provide proof of such insurance coverage to JPS upon request.
E. HIPAA Obligations. Both Parties acknowledge obligations and other regulations
implementing the Health Insurance Portability and Accountability Act of 1996 (42
U.S.C. § 1320(d) ("HIPAA")). The Parties acknowledge that federal regulations set
forth in HIPAA and the Health Information Technology for Economic and Clinical
Health Act of 2009 (42 U.S.C. 17921-53) ("HITECH Act") relating to the
confidentiality, integrity and accessibility of individually identifiable health
information (whether created, maintained, accessed, stored or transmitted
electronically or otherwise) require Covered Entities to comply with the privacy and
security standards adopted by the U.S. Department of Health and Human Services as
they may be amended from time to time, 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"). The Privacy Rule and Security Rule are collectively referred to herein as the
"Privacy and Security Standards". The Privacy and Security Standards require a
Covered Entity to ensure that those who receive, access, store, or transmit confidential
information in the course of providing services on behalf of a Covered Entity comply
with certain obligations regarding the confidentiality, integrity and availability of
health information as defined in the aforementioned regulations. Accordingly, the
Parties agree to comply with those regulations as they may apply in the course of
providing services hereunder.
F. Texas Public Information Act. FACILITY and JPS acknowledge that both Parties are
governmental bodies under Chapter 552 of the Texas Government Code, commonly
PROGRAM LETTER OF AGREEMENT PAGE 5
Docusign Envelope ID: 053DCDFE-6613C-4A92-A11F-DUE59692EBD
referred to as the Texas Public Information Act ("TPIA"), and each thereby
acknowledges that information that is collected, assembled, or maintained in
connection with the transaction of official business by a governmental body is
considered public information potentially subject to disclosure pursuant to a valid TPIA
request and each hereby assumes full responsibility for challenging any requests for
information it considers confidential under the TPIA. JPS agrees to notify FACILITY,
and FACILITY agrees to notify JPS, of any TPIA requests that seek disclosure of
potentially confidential information under this Agreement; however, failure to notify
by either Party shall not be deemed a material breach of this Agreement.
G. No Boycott of Israel. In compliance with Section 2270.001 et seq. of the Texas
Government Code, FACILITY warrants, represents, and by its execution of this
Agreement hereby verifies that: (1) FACILITY does not boycott Israel; and (2)
FACILITY will not boycott Israel during the term of this Agreement. For the purposes
of this Agreement, and in compliance with the Texas Government Code, "boycott
Israel" means refusing to deal with, terminating business activities with, or otherwise
taking any action that is intended to penalize, inflict harm on, or limit commercial
relationships specifically with Israel, or with a person or entity doing business in Israel
or in an Israel -controlled territory, but does not include an action made for ordinary
business purposes.
H. No Enaaaement in Scrutinized Business Operations. In compliance with Section
2252.151 et seq. of the Texas Government Code, FACILITY warrants, represents, and
by its execution of this Agreement hereby verifies that: (1) FACILITY does not engage
in scrutinized business operations in Sudan; (2) FACILITY does not engage in
scrutinized business operations in Iran; and (3) FACILITY does not engage in
scrutinized business operations with designated foreign terrorist organizations.
"Scrutinized business operations in Sudan" shall have the meaning ascribed to that tenn
as set forth in Section 2270.0001 et seq. of the Texas Government Code. "Scrutinized
business operations in Iran" shall have the meaning ascribed to that term as set forth in
Section 2270.0101 et seq. of the Texas Government Code. "Scrutinized business
operations with designated foreign terrorist organizations" shall have the meaning
ascribed to that term as set forth in Section 2270.0151 et seq. of the Texas Government
Code.
Boycott of Enerav Companies Prohibited. In compliance with Section 2274.002 of the
Texas Government Code (added by 87th Legislature, S.B. 13), FACILITY verifies that
it does not boycott energy companies and will not boycott energy companies during
the term of this Agreement. "Boycott energy company" is defined in Section
804.001(1) (added by 87th Legislature, S.B. 13) and means, without an ordinary
business purpose, refusing to deal with, terminating business activities with, or
otherwise taking any action that is intended to penalize, inflict economic harm on, or
limit commercial relations with a company because the company: (A) engages in the
exploration, production, utilization, transportation, sale, or manufacturing of fossil
fuel -based energy and does not commit or pledge to meet environmental standards
beyond applicable federal and state law; or (B) does business with a company described
by subsection (A).
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J. Discrimination against Firearm Entities or Firearm Trade Associations Prohibited. In
compliance with Section 2274.002 of the Texas Government Code (added by 87th
Legislature, S.B. 19), FACILITY verifies that it does not have a practice, policy,
guidance, or directive that discriminates against a firearm entity or firearm trade
association; and will not discriminate during the term of this Agreement against a
firearm entity or firearm trade association. "Discriminate against a firearm entity or
firearm trade association" is defined in Section 2274.001(3) (added by 87th Legislature,
S.B. 19) and means, with respect to the entity or association, to: (i) refuse to engage in
the trade of any goods or services with the entity or association based solely on its
status as a firearm entity or firearm trade association; (ii) refrain from continuing an
existing business relationship with the entity or association based solely on its status as
a firearm entity or firearm trade association; or (iii) terminate an existing business
relationship with the entity or association based solely on its status as a firearm entity
or firearm trade association; the term does not include: (i) the established policies of a
merchant, retail seller, or platform that restrict or prohibit the Iisting or selling of
ammunition, firearms, or firearm accessories; and (ii) a company's refusal to engage in
the trade of any goods or services, decision to refrain from continuing an existing
business relationship, or decision to terminate an existing business relationship: (aa) to
comply with federal, state, or local law, policy, or regulations or a directive by a
regulatory agency; or (bb) for any traditional business reason that is specific to the
customer or potential customer and not based solely on an entity's or association's
status as a Eireann entity or firearm trade association.
K. Governinsi Law and Venue. This Agreement 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 Agreement 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.
L. Notices. All notices provided for by this Agreement 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
for 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,
unless actually received sooner by mail.
FACILITY:
Metropolitan Area EMS Authority
Attn: General Counsel
2900 Alta Mere Dr.
Fort Worth, Texas 76116
JPS:
Tarrant County Hospital District
d/b/a JPS Health Network
Attn: Academic Affairs
1500 South Main Street
Fort Worth, Texas 76104
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M. Miscellaneous.
1. Use ofName: Advertising. Neither Party shall use the other's corporate or business
name, trademark, service mark or logo, or any identifier which is reasonably Iikely
to suggest that the two Parties are related, without first obtaining the written consent
of the other Party.
2. Non -Assignment and Subcontracting. Neither Party shall assign, transfer or
contract for the furnishing of services to be performed under this Agreement
without the prior written approval of the other Party.
3. Entire Agreement. This Agreement (and its attachments, if any) constitutes the
entire understanding between the Parties with respect to the subject matter hereof
and may be modified only by a writing signed by both Parties.
4. Severability. Should any part, term, or provision of this Agreement 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.
5. Waiver. The failure of either Party to exercise any of its rights under this Agreement
for a breach thereof shall not be deemed to be a waiver of such rights, and no waiver
by either Party, whether written or oral, expressed or implied, of any rights under
or arising from this Agreement shall be binding on any subsequent occasion; and
no concession by either Party shall be treated as an implied modification of this
Agreement unless specifically agreed in writing.
6. Attornev's Fees and Court Costs. If either Party brings an action against the other
to enforce any condition or covenant of this Agreement, each Party shall be
individually responsible for its own court costs and attorney's fees.
7. Relationship of the Parties. None of the provisions of this Agreement are intended
to create, and none shall be deemed or construed to create any relationship between
the Parties, other than that of independent contractors. This Agreement shall not
create the relationship of employer -employee, agency, partnership, or joint venture
between the Parties. Neither Party shall have the right or power in any manner to
unilaterally obligate the other to any third party, whether or not related to the
purpose of this Agreement.
8. Parties Affected. Nothing in this Agreement, whether express or implied, is
intended to confer upon any individual or entity, other than the Parties hereto (and
their respective heirs, representatives, successors, and permitted assigns), any rights
or remedies hereunder or otherwise. Nothing in this Agreement is intended to
relieve or discharge any liability of any Party hereto or any third party. No provision
in this Agreement shall give any individual or entity any right of subrogation
against any Party hereto.
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9. Subiect Headings. The subject headings of the sections, paragraphs, and
subparagraphs of this Agreement are included herein solely for the purposes of
convenience and reference, and shall not be deemed to explain, modify, limit,
amplify, or aid in the meaning, construction, or interpretation of any of the
provisions of this Agreement.
10. Bindiniz A>reement. The Parties hereto warrant and represent that upon execution
hereof, this Agreement shall be a legal, valid and binding obligation on them and
shall be enforceable against them in accordance with its terms. The Individuals
signing this Agreement warrant and represent that they are duly authorized to sign
this Agreement on behalf of the Parties hereto.
11. Modification. No supplement, modification, or amendment of any term, provision,
or condition of this Agreement shall be binding or enforceable on either Party
hereto unless in writing signed by both Parties.
12. Force Maieure. Neither Party shall be liable or deemed to be in default for any delay
or failure in performance under this Agreement or interruption of service resulting,
directly or indirectly, from acts of God, pandemics/epidemics, civil or military
authority, labor disputes, or any similar cause beyond the reasonable control of the
Parties.
13. Counterparts. This Agreement may be executed in multiple counterparts, each of
which shall be deemed an original for all purposes and all of which shall constitute
one and the same instrument for all purposes.
14. No Waiver of Immunitv. Both Parties are a political subdivision of the State of
Texas and under the constitution and laws of the State of Texas each possesses
certain rights and privileges, is subject to certain limitations and restrictions, and
only has such authority as granted to it under the constitution and laws of the State
of Texas. Notwithstanding any other provision of this Agreement, nothing in this
Agreement is intended to be nor shall it be construed to be a waiver of the sovereign
immunity of the State of Texas, or the governmental immunity of either Party as a
political subdivision thereof, nor a prospective waiver or restriction of any rights,
remedies, claims and privileges of the State of Texas, or either Party as a political
subdivision thereof.
Remainder of page intentionally blank.
Signatures on following page.
PROGRAM LETTER OF AGREEMENT PAGE 9
Dowsign Envelope ID: 053DCDFE-B6BC-4A92-A11F-DUE89892EBD
JPS:
Tarrant County Hospital District
d/b/a JPS Health Network
d/b/a John Peter Smith Hospital
FACILITY:
Metropolitan Area EMS Authority
d/b/a MedStar Mobile Healthcare
By: �° By: Juff" b, �a.v S) h+J
Name: Ryan Kirby, MD Name: Jeffrey L. Jarvis, MD, MS, EMT-P
Title: JPS Program Director Title: Chief Medical Officer, Medical Director
Date: 06-14-2023 1 12:15 PM CDT Date:06-14-2023 11:35 AM CDT
By: fiV1(Aa f(,(6 f) At. V, By: 4In InA simps6v,
Name: Tricia C. Elliott, MD, FAAFP Name: Kenneth J. Simpson
Title: Designated Institutional Official Title: Chief Executive Director
Date:06-14-2023 1 12:38 PM CDT Date:06-14-2023 1 12:13 PM CDT
PROGRAM LETTER OF AGREEMENT PAGE 10
Docusign Envelope ID: 053DCDFE-666C-4A92-A11F-D07EB9B92EBD
EXHIBIT "A"
JPS Emergency Medical Services Rotation
Service:
• PGY1-3
• Maximum 7 ride -outs with MedStar in half -month block
• Optional Longitudinal experience and/or elective block
• Rotating assignment with select units; experience in Medical Direction & Oversight
Contact: Jeffrey L. Jarvis, MD, MS, EMT-P, Chief Medical Officer, MAEMSA
Medical Director (817-923-1500, JJarvisna medstar9l Lorz)
Goals:
Develop an understanding of pre -hospital interventions and protocols commonly used by EMS.
Goals will be met through satisfactory completion of the following objectives under the direction
of the Medical Director of MedStar who is a Physician licensed to practice in the State of Texas,
is certified by his primary specialty board, and holds the appropriate appointment to carry out the
duties typical of an EMS Medical Director within Tarrant County.
Work an adequate number of hours to gain experience with the unique challenges that occur in the
pre -hospital setting.
Obiectives:
1. Medical Knowledge (MK)
a. Acquire the skills to appropriately triage patients to a hospital that is capable of
addressing their immediate medical needs.
b. Acquire and apply the knowledge to make decisions regarding the optimal transport of
patients based on level of acuity of the patient versus level of expertise available at a
given hospital.
c. Acquire and apply knowledge to provide appropriate therapeutic interventions on
behalf of patients in the pre -hospital setting.
2. Patient Care (PC)
a. Appropriately manage patients in the pre -hospital setting.
b. Apply advanced resuscitation skills to patients in the pre -hospital setting.
3. Systems Based Practice and Learning (SBP)
a. Advocate appropriate access to care for patients.
PROGRAM LETTER OF AGREEMENT PAGE 1
Docusign Envelope ID: 053DCDFE-B6BC-4A92-A11F-D07EB91392EBD
4. Interpersonal Communication (ICS)
a. Educate other members of the healthcare team regarding patients in the pre -hospital
setting.
b. Consultation with:
EMS personnel
Medical Director(s)
Paramedics
Hospital personnel
5. Professionalism (PROF)
a. Develop and maintain professional behaviors.
b. Demonstrate professional maturity with respect to prompt arrival to assigned duty
stations.
6. Practiced Based Learning and Improvement (PBLI)
a. EM didactics.
b. Ongoing independent study.
PROGRAM LETTER OF AGREEMENT PAGE 12