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HomeMy WebLinkAboutContract 44318-R1 CITY SECRETARY CONTRACT NO. 44 3`� "R, PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL 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"), acting by and through its duly authorized Assistant City Manager, each individually referred to as a "party" and collectively referred to as the "parties." 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 44318, which expires February 28, 2015; 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 professional 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. T en—n. This Agreement shall apply to Services rendered beginning March 1, 2015 ("Effective Date") and shall continue through February 28, 2016 ("Expiration Date"), unless sooner terminated as provided for herein. 3. Termination. 3.1 Written Notice. Either party may terminate this Agreement at any time with or without M cause on thirty (30) days' written notice to the other party. n M < 3.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated by M the Customer in any fiscal period for any payments due hereunder, Customer will notify Hospital of such occurrence and this Agreement shall terminate on the last day of the fiscal c period for which appropriations were received without penalty or expense to the Customer �--► of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds shall have been appropriated. OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX Professional Services Agreement—CFW and Texas Health Fort Worth Page 1 of 6 3.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, the Customer shall pay Hospital for services actually rendered in accordance with Section 4 up to the effective date of termination and Hospital shall continue to provide the Customer with services requested by the Customer and in accordance with this Agreement up to the effective date of termination. 4. Compensation. Customer agrees to pay Hospital compensation at a rate of up to $1200.00 per covered employee per year as set forth in Exhibit A. SERVICE FEES EXCEEDING $1200.00 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. 5. Insurance Coverage. Hospital agrees to carry insurance coverage with minimum coverage amounts as follows: 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. 6. 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 Professional Services Agreement—CFW and Texas Health Fort Worth Page 2 of 6 ANY APPLICABLE STATUTORY OR COMMON LAW. 7. Right to Audit. Hospital agrees that the Customer shall, until the expiration of three (3) years after final payment under this Agreement and at no additional cost to the Customer, have access to and the right to examine any directly pertinent books, documents, papers, and records of the Hospital involving transactions relating to this Agreement. Hospital agrees that the Customer shall have access during normal working hours to all necessary Hospital facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. The Customer shall give Hospital reasonable advance notice of intended audits. Hospital further agrees to include in all of its subcontractor and assignment agreements hereunder a provision to the effect that the subcontractor or assignee agrees that the Customer shall, until the expiration of three (3) years after final payment under the subcontract and at no additional cost to the Customer, have access to and the right to examine any directly pertinent books, documents, papers, and records of such subcontractor or assignee involving transactions to the subcontract or assignment, and further that Customer shall have access during normal working hours to all subcontractor or assignee facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. Customer shall give subcontractor,or assignee reasonable advance notice of intended audits. This section shall survive the expiration or termination of this Agreement. 8. Miscellaneous. 8.1 Amendment. This Agreement may not be altered, amended, or modified except by a written document executed by both parties. 8.2 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. 8.3 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. 8.4 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. 8.5 Governmental Powers. It is understood and agreed that by execution of this Agreement, the Customer does not waive or surrender any of its governmental powers. Professional Services Agreement—CFW and Texas Health Fort Worth Page 3 of 6 8.6 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. 8.7 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. 8.8 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: If to Customer: Texas Health Fort Worth City of Fort Worth Attn: Lillie Biggins, President Susan Alanis,Asst City Manager 1301 Pennsylvania Avenue 1000 Throckmorton Street Fort Worth, Texas 76104 Fort Worth, Texas 76102 Copy to: Copy to: Legal Department City Attorney's Office Texas Health Resources 1000 Throckmorton 612 E. Lamar Avenue, Suite 900 Fort Worth, Texas 76102 Arlington, Texas 76011 Attn: General Counsel 8.9 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 Professional Services Agreement—CFW and Texas Health Fort Worth Page 4 of 6 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. 8.10 Review of Counsel. The parties acknowledge that each party and its counsel have had the opportunity to review and revise this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any exhibit hereto. 8.11 Network Access. Hospital does not require access to the Customer's computer network in providing services under this Agreement. 8.12 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. 8.13 Signature Authority. The person signing this Agreement hereby warrants that he/she has the legal authority to execute this Agreement on behalf of his or her respective party and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This Agreement and any amendment(s) hereto may be executed accordingly. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 8.14 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. IN WITNESS WHEREOF, on the dates set forth herein below: TEXAS HEALTH HARRIS CITY OF FORT WORTH N HODIST HOSPITAL FORT WORTH ( , Lillie Biggins, FACHE ;Sus Alanis, Assistant City Manager President Date: Date: Approved As To Form only: roy as to Fo Legality: Terri A.DeSlo , A"want General Countel Will Trevino, Assistant City Attorne � FORr NO M&C REQUIRED ® °o ATTESTED: V °.A $ o� OFFICIAL RECORD Mary' J. e , i ecretary Z�(p�`' ������R�E�C yy Ces35on�s'ervAcesRA eement—CFW and Texas Health Fort Worth Page 5 of 6 FT.WORTH,TX 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: GOLD Exam (male or female)-$1200.00 • Medical History / Physical Examination (musculoskeletal & systems exam, skin cancer screen, body composition, BMI, Waist,Hip) • Blood Profile/Comprehensive Labs(CBC, Thyroid, Liver, Kidney,Electrolytes, Cholesterol) • Prostate-Specific Antigen (PSA), male only • Coronary Risk Profile • Electrocardiogram (EKG) • Stress Treadmill(EKG) • Pulmonary Function Test • Auditory Test • Vision Screen • Mammogram,female only • Pap Smear,female only • Nutrition Consultation/Lifestyle analysis • Consultation with Internal Medicine Physician(Customized Report) 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$1200.00 of charges under this Agreement. Employee shall be responsible for all charges exceeding $1200.00, which shall be due and payable, in full, at the time services are rendered. Professional Services Agreement—CF W and Texas Health Fort Worth Page 6 of 6