Ordinance No. 15,558 ORDINANCE NO. 15,558
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN,
TEXAS, AUTHORIZING AND DIRECTING THE CITY MANAGER TO
EXECUTE A CLINICAL AFFILIATION AGREEMENT WITH TEXAS A&M
ENGINEERING EXTENSION SERVICE ("TEEX") FOR ONSITE CLINICAL
AND PRACTICAL TRAINING; AND PROVIDING FOR THE EFFECTIVE
DATE THEREOF.
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BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN,TEXAS:
Section 1: That the City Council of the City of Baytown, Texas, hereby authorizes and
directs the City Manager to execute a Clinical Affiliation Agreement with Texas A&M
Engineering Extension Service("TEEX") for onsite clinical and practical training. A copy of said
agreement is attached hereto, marked Exhibit "A" and incorporated herein for all intents and
purposes.
Section 2: This ordinance shall take effect immediately from and after its passage by the
City Council of the City of Baytown.
INTRODUCED, READ, and PASSED by the affirmative vote of the City Council of the
City of Baytown, this the 28th day of September
ATTEST: CF��Yro�,vT
DON CAPETILLO Mayor
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SCOTT L D, City Attorney
RAKaren Anderson ORDINANCES\2023\2023.09.28 TexasA&MClinicalAffiliationAgreement.docx
EXHIBIT "A'1
TEEX Contract#25-114234
Tow A&M ENGINEERING
ja��Fj! CLINICAL AFFILIATION AGREEMENT
BY AND BETWEEN
WENSION SERVICE THE TEXAS A&M ENGINEERING EXTENSION SERVICE
AND
CITY OF BAYTOWN
This Clinical Affiliation Agreement ("Agreement") is entered into by and between City of Baytown,
("Affiliate"),a municipal corporation located at 2401 Market Street,Baytown,Texas 77522,and the Texas
A&M Engineering Extension Service("TEEX"),a member of The Texas A&M University System ("TAM US"),
an agency of the State of Texas, located at 200 Technology Way,College Station,TX 77845.
WHEREAS,TEEX is an institution of higher education with an approved program in the TEEX EMS Program
("Program")which requires clinical experiences of students enrolled therein;and
WHEREAS, Affiliate is a health facility which has the resources in equipment and staff to provide the
clinical experiences required by the Program;and
WHEREAS, it is to the benefit of TEEX that the resources of Affiliate be made available to its students for
the required clinical experiences;and
WHEREAS, it is to the benefit of both TEEX and Affiliate to cooperate in the educational preparation of
students enrolled in the Program so as to promote excellence in patient care, to ensure professional
competence,and to provide maximum utilization of community resources;
NOW,THEREFORE,the parties agree as follows:
I. Term and Termination of Agreement: This Agreement commences on date of last signature and
expires August 31",2026,at 5:00 pm Central Time Zone;however,this Agreement may be renewed
with written approval of the parties for a total term of up to five(5)years.
Either party may terminate this Agreement upon giving 30 days written notice to the other party.
Should notice of termination be given by either party,those students then assigned to the Affiliate
by TEEX shall be permitted to complete the clinical internship assignment in progress.
2. Responsibilities of TEEX: TEEX agrees to:
A. Identify, in concert with Affiliate, the names and number of students assigned to Affiliate for
on-site clinical and practical training.
B. Prepare, in concert with Affiliate, from time to time, a schedule for students specifying the
hours of each day, the days of each month, and the months of each year during which the
students will be receiving on-site clinical and practical training at Affiliate, and the health-
related specialties to which the students will be exposed in connection with their on-site
training. TEEX will further provide such data as Affiliate may request in order to coordinate its
scheduling and programming with that of TEEX.
C. Assure that all students selected for clinical and practical training at Affiliate have satisfactorily
completed all portions of TEEX curriculum that are prerequisite for the training and can show
proof of the following:
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TEEX Contract#25-114234
• BCLS certificate
• TB testing
• Hepatitis B vaccine
• Drug screening
• Other
D. Designate in writing an Agency Representative to coordinate the educational experience of
students undergoing clinical and practical training at Affiliate with the Affiliate Representative.
E. Require that students provide written evidence of professional liability insurance coverage
participating in the clinical and practical training. The minimum amount of coverage per
individual shall be$1,000,000 each incident with a$3,000,000 annual aggregate.The coverage
shall extend through the term of the student's participation. Both Parties acknowledge that
because each are State of Texas entities that liability for the tortuous conduct of the agents
and employees of both parties or for injuries caused by conditions of tangible state property is
provided solely by the provisions of the Texas Tort Claims Act (Texas Civil Practice and
Remedies Code, Chapters 101 and 104). Affiliate acknowledges that Workers' Compensation
Insurance coverage for employees of TEEX is provided by TAMUS as mandated by the
provisions of Chapter 502, Texas Labor Code.
F. Have, and maintain throughout the term of this Agreement, all licenses and/or permits
required by state law, and/or any federal or local authority, for the training of students, and
accreditation by proper accrediting authorities.
G. Represent that no adverse action by the federal government that can result in exclusions from
a federal health care program has occurred or is pending or threatened against TEEX, its
affiliates,or to the best of TEEX knowledge,against any of the students. TEEX agrees it will not
perform any act that can cause TEEX to be excluded from a federal health care program during
the term of this Agreement.
H. Provide access to TEEX contracts, books, documents, and records relating to this Agreement
to the Comptroller General of the United States and the United States Department of Health
and Human Services for seven (7) years after expiration or termination of this Agreement, if
required by the Social Security Act and without violating the Family Educational Rights and
Privacy Act, 20 U.S.C. 1232g, et seq., and as may be amended, or any other student and/or
student records privacy act.
3. Responsibilities of Affiliate: Affiliate agrees to:
A. Provide supervised clinical experiences for students, including maintaining adequate
personnel, staff and facilities, which fulfill the curriculum requirements of the Program and
meet the objectives agreed upon by TEEX and Affiliate which are consistent with the standards
and requirements of any accrediting authorities.
B. Comply with all applicable federal, state, and municipal laws, ordinances, rules, and
regulations; have and maintain throughout the term of this Agreement all licenses/permits
required for its facilities, personnel and staff; comply with all applicable requirements of any
accreditation authority;and certify such compliance upon request by TEEX.
C. Permit the authority responsible for accreditation of the Program to inspect the facilities,
services,and other items provided by Affiliate for purposes of the clinical and practical training.
D. Designate in writing a member of the Affiliate staff("Affiliate Representative")to coordinate
the educational experience of students undergoing clinical and practical training at Affiliate
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TEEX Contract#25-114 234
with TEEX Representative.
E. Provide TEEX with a minimum of 90 days notice in the event it is unable to place TEEX students.
F. Permit the students, at their sole cost and expense, to use Affiliate amenities such as the
cafeteria, rest rooms, emergency rooms, conference areas and parking facilities on the same
basis as that made available to Affiliate's employees.
G. Provide an orientation for the students,faculty and staff participating in the clinical program
of the type and scope provided to Affiliate's employees with respect to the operations of
Affiliate, its policies and procedures, and the location of the facilities and other equipment.
H. Provide patient information to students to the extent necessary to provide a meaningful
clinical experience.
I. Comply with applicable state and federal workplace safety laws and regulations. Affiliate will
provide emergency medical treatment in the event of injury or illness experienced by a
student, faculty and/or staff participating in the clinical program while on-site at Affiliate,
including administering acute antiviral therapies as recommended by the Centers for Disease
Control, if appropriate. The student, faculty and/or staff is solely responsible for the cost of
such health care.
J. Cooperate fully with TEEX in matters related to academic performance and student conduct
related to the clinical experience.
K. Upon request,Affiliate will provide proof that it will maintain liability insurance in an amount
that is commercially reasonable.
4. Removal of Students: Affiliate may,in its sole and absolute discretion,refuse the use of its facilities
and services as contemplated by this Agreement to any student who does not meet the professional
and other standards and requirements of Affiliate. After notice from Affiliate, TEEX agrees to
withdraw any Student from Affiliate or its premises for any reasonable cause specified by Affiliate.
S. Patient Care: Affiliate will at all times remain responsible for the safety and welfare of its patients.
Nothing herein contained will be construed as a limitation on the responsibility of Affiliate with
respect to providing medical care for its patients.While in Affiliate's facilities, students will have
the status of trainees;are not to replace Affiliate staff;and,are not to render unsupervised patient
care and/or services. All services rendered by students must have educational value and meet
the goals of the clinical experience. Affiliate and its staff will provide such supervision of the
educational and clinical activities as is reasonable and appropriate to the circumstances and to
the student's level of training.
6. Program Manaeement: TEEX will at all times remain responsible for the implementation and
operation of the Program in a manner consistent with its curriculum and the standards and
requirements of any accrediting authorities.
7. Cooperation and Liaison: Affiliate and TEEX will act in good faith,and cooperate with one another
in implementing the intent and purpose of this Agreement and in furtherance thereof will work out
the details of the administration needed to fulfill the needs of the on-site educational program of
TEEX and to benefit Affiliate in such a manner so as not to interfere with the medical care provided
by Affiliate. TEEX and Affiliate will maintain adequate communication with one another, to make
changes that may be advisable within the terms of this Agreement and discuss any problems as may
arise concerning their affiliation as created by this Agreement.
8. HIPAA:The parties agree that:
A. Affiliate is a covered entity for purposes of the Health Insurance Portability and Accountability
Act(HIPAA)and subject to 45 CFR Parts 160 and 164("the HIPAA Privacy Regulations");
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TEEX Contract#t25-114234
B. To the extent that TEEX students are participating in clinical and practical training at Affiliate
and TEEX employees are providing supervision at Affiliate as part of such training, such
students and TEEX employees shall:
(1) be considered part of Affiliate's workforce for HIPAA compliance purposes in accordance
with 45 CFR 164.103, but shall not be construed to be employees of Affiliate;
(2) receive training by Affiliate on, and subject to compliance with, all of Affiliate's privacy
policies adopted pursuant to the Regulations;and
(3) not disclose any Protected Health Information,as that term is defined by 45 CFR 160.103,
to which a student has access through clinical and practical training at Affiliate or a faculty
or staff member has access through the provision of supervision at Affiliate that has not
first been de-identified as provided in 45 CFR 164.514(a);
C. TEEX will never access or request to access any Protected Health Information held or collected
by or on behalf of Affiliate that has not first been de-identified as provided in 45 CFR
164.514(a); and
D. No services are being provided to Affiliate by TEEX pursuant to this Agreement and therefore
this Agreement does not create a "business associate" relationship as that term is defined in
45 CFR 160.103.
9. Notices: Any notice required or permitted under this Agreement must be in writing, and shall be
deemed to be delivered (whether actually received or not)when deposited with the United States
Postal Service, postage prepaid, certified mail, return receipt requested, and addressed to the
intended recipient at the address set out below. Notice may also be given by regular mail, personal
delivery, courier delivery, facsimile transmission, email or other commercially reasonably means
and will be effective when actually received (provided that in the event of a facsimile or email,
concurrently therewith a copy is mailed by certified mail, return receipt requested). TEEX and
Affiliate may change their respective notice address by sending to the other party a notice of the
new address. Notices should be addressed as follows:
TEEX: EMS Program
200 Technology Way
College Station,TX 77845
Attention: Paul Vogt
Fax: (979) 321-6232
E-mail: paul.vogt@teex.tamu.edu
Affiliate: City of Baytown
2401 Market Street
Baytown,Texas 77522
Attention: Dana Dalby
Fax: (281)420-6586
E-mail: Dana.Dalbey@baytown.org
10. Counterparts: This Agreement may be executed in any number of counterparts,each of which shall
be deemed an original, but all of which,together constitute but one instrument.
11. Assienment: Neither TEEX nor Affiliate may assign this Agreement or any of its rights or obligations
under this Agreement, without the prior written consent of the other party; provided,that either
party can assign the Agreement to an entity affiliated by ownership or control.
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TEEX Contract#25-114234
12. Relationship of Parties: TEEX and Affiliate are independent parties acting in unison for the purpose
of this Agreement. Nothing in this Agreement or the parties' actions should be construed as
creating any partner or agency relationship between TEEX and Affiliate.
13. Program Participants Independent: While participating in the clinical program, the students and
TEEX employees are acting independently of Affiliate and are not employees of Affiliate; and
therefore, will not be entitled to compensation, future employment, or any benefits of Workers'
Compensation in the event of any injury occurring on Affiliate's premises.
14. Force Maieure: Neither party is required to perform any term, condition, or covenant of this
Agreement, if performance is prevented or delayed by a natural occurrence, a fire, an act of God,
an act of terrorism, or other similar occurrence, the cause of which is not reasonably with the
control of such party and which by due diligence it is unable to prevent or overcome.
15. Public Information:
A. Affiliate acknowledges that TEEX is obligated to strictly comply with the Public Information Act,
Chapter 552, Texas Government Code, in responding to any request for public information
pertaining to this Agreement, as well as any other disclosure of information required by
applicable Texas law.
B. Upon TEEX's written request, Affiliate will provide specified public information exchanged or
created under this Agreement that is not otherwise excepted from disclosure under chapter
552,Texas Government Code,to TEEX in a non-proprietary format acceptable to TEEX. As used
in this provision, "public information" has the meaning assigned Section 552.002, Texas
Government Code, but only includes information to which TEEX has a right of access.
C. Affiliate acknowledges that TEEX may be required to post a copy of the fully executed
Agreement on its Internet website in compliance with Section 2261.253(a)(1), Texas
Government Code.
16. Non-Exclusive Aareement: This Agreement should not be construed as an exclusive contract and
the parties may enter into other affiliation agreements.
17. Waiver: The waiver by either party of a breach or violation of any provision of this Agreement will
not be deemed a waiver of any subsequent breach of the same or different provision.
18. Severability: In the event that a provision of this Agreement is found by a court of competent
jurisdiction to be invalid or unenforceable,the remainder of this Agreement will remain in full force
and effect.
19. Governing Law: The validity of this Agreement and all matters pertaining to this Agreement,
including but not limited to, matters of performance, non-performance, breach, remedies,
procedures,rights,duties,and interpretation or construction,shall be governed and determined by
the Constitution and the laws of the State of Texas. Pursuant to Section 85.18, Texas Education
Code, venue for any suit filed against TEEX shall be in Brazos County, Texas, in which the primary
office of the chief executive officer of TEEX is located.
20. Non-Waiver Provision: Affiliate expressly acknowledges that TEEX is an agency of the State of Texas
and Affiliate is a municipal corporation and nothing in this Agreement will be construed as a waiver
or relinquishment by TEEX or Affiliate of its right to claim such exemptions, privileges, and
immunities as may be provided by law.
21. FERPA: For purposes of this Agreement, pursuant to the Family Educational Rights and Privacy Act
of 1974 (FERPA),TEEX hereby designates Affiliate as a school official with a legitimate educational
interest in the educational records of the students who participate in the Program to the extent
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TEEX Contract#25-114234
that access to the records are required by Affiliate to carry out the Program. Affiliate agrees to
maintain the confidentiality of the education records in accordance with the provisions of FERPA.
22. Non-discrimination. Affiliate and TEEX will not discriminate, sexually harass, or retaliate against
any employee, applicant, or student enrolled in the Program because of race, color, sex, religion,
national origin, age, disability, genetic information, veteran status, sexual orientation, gender
identity, or any other basis protected by law. Should either TEEX or Affiliate be given actual or
constructive notice of discrimination, harassment, or retaliation on the basis of any of these
protected classes, TEEX and the Affiliate will cooperate in an investigation to ascertain the facts;
stop the discriminatory, harassing,or retaliatory conduct; remedy the effects of such conduct;and
prevent the recurrence of such conduct. TEEX takes responsibility for training its student on its
nondiscrimination policies and grievance procedures, and the Affiliate takes responsibility for
training its employees on its nondiscrimination policies and grievances procedures.
This Agreement constitutes the entire Agreement between TEEX and Affiliate and supersedes all
previous Agreements and understandings relating to the Clinical Affiliation.
City Of Baytown Texas A&M Engineering Extension Service:
By. By.
Name: Jason Reynolds Name: Tracy Foster
Associate Agency Director/Chief
Title: City Manager Title: Financial Officer
Date: Date: 10-0 r3
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