Ordinance No. 11,612 ORDINANCE NO. 11,612
AN ORDINANCE OFTHE' CITY COUNCIL OFTHE CITY OF BAYTOWNJEXAS,
AUTHORIZING A PURCHASF'D SERVICES AGREE"ME'N'r 1\7111 JACINTO
M1.11DICAL GROUP, P.A., FOR ANEMPLOYET IIF'ALTII CLINIC, INCLUDIN(i
MEDICAL SERVICES, SUPPLIES AND LOCATION; AUTHORIZING PAYMENT
BY THE CITY OF BAYTOWN C. AN AMOUNT NOT TO F CUED NINFI-Y
'FIlOUSAND AND NO/100 DOLLARS ($90,000.00); AND PROVIDING I-ORTHE,
FITT-E,CTIVE DATETIJERE'OF
BEI IT ORDAINED BY THE CITY COUNCIL OF CII'Y OF' BAN`F(`)\A IN„ TEXAS-,
Section 1: That tile City Council of the City of'Baytown, Texas, hereby authorize,", tile City
Manager to executcand tile City Clerk to attest taw as Purchased Services Agrcenient with Jacinto Medical,
Group, P.A., for an employee health clinic, including medical services, supplies and location from April
1, 2011, to December 31, 2011, A copy of the Agreement is, anached hereto ,is Exhibit -A" and
incorporated herein for all intents and purposes.
section 2-1 That the City Council of the City of Baytown authorizes payment to Jacinto
Medical Group, P.A., in an arnount not to exceed NINETY TFIOUSAND AND N01100 DOLLARS
($90,000.00), pursuant tca the Agreement.
Section 3: That the City Manager is hereby granted general authority loapprove any change
order involving it decrease or ,in increase in costs of TWENTY-FI V F'I THOUSAND AND NO/100
DOLLARS ($25,000.00) or less; however, the original contract price may not be increased by more than
twenty-five percent (25%) or decrease(] by more than twenty-fivc percent (25%) without the consent of
the contractor to suell decrease.
Section 4. This ordinance shall take effect iinniediately from ar0after its passage by the
City Council ofthe City ofHaytown.
INIRODUCED, READ and IIASSEID by tile affirmative vote as t e City Council of the City of'
Baytown this the 24'a'day of March, 2011.
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11. DONCARLOS, Mayor
Al 71
r ,,I r C lerk
APPROVE"D ASTO FORM:
4 ACCIO RA—MI-10-3Z, Sit., City A I torney
W\karen\Files'wC'k �-k y Cou nci h0rd inai ices Warch 24\litciiiia)lltjrcliasetiServicesCoiiii
Exhibit "A"
PURCHASED SERVICES AGREEMENT
STATE OF TEXAS §
COUNTY OF HARRIS §
THIS AGREEMENT FOR PURCHASED SERVICES (the "Agreement") is made
and entered into as of the Isi day of April, 2011 (the"Effective Date") by and between the
City of Baytown, a Texas home-rule municipal corporation ("City") and Jacinto Medical
Group, P.A., a Texas professional association("Provider").
RECITALS:
WHEREAS, Provider will provide certain medical services to eligible City
employees and retirees and their spouses if covered under the City's medical plan (the
"Patients")at the Provider's location in the City of Baytown; and
WHEREAS, City will reimburse the Provider for expenses of the salary and
benefits for a licensed nurse practitioner/physician's assistant as outlined in this
Agreement; and
WHEREAS,Provider and City desire that the Provider provide services set forth in
this Agreement in accordance with the terms and conditions set forth herein.
NOW,THEREFORE, for valuable consideration and intending to be legally bound
by the terms,conditions and covenants hereinafter set forth, the parties agree as follows:
1. Provider Responsibilities.
a. Provider will provide the services detailed in Exhibit"A," which is attached
hereto and incorporated herein for all intents and purposes, in the manner
and at the times set forth therein ("the Services"). The Services will not
include inpatient hospital services or emergency room consultations or other
services specifically excluded on Exhibit"A".
b. Provider shall provide all reports and records required by City pertaining to
the Services rendered to Patients during specified times as outlined in this
Agreement except otherwise prohibited by HIPAA.
C. Provider will send monthly statements of services rendered along with
supporting documentation as may be required by City to City that are
consistent with Provider's current fee schedule.
Purchased Services Agreement.Page 1
d. Provider shall perform all services under this Agreement with the care and skill
ordinarily used by members of Provider's profession practicing under the same
or similar circumstances, time and locality. Professional shall be responsible
for the technical accuracy of its services and documents resulting therefrom.
2. City Responsibilities.
a. City will agree to reimburse the Provider for the salary and benefits of the
nurse practitioner/physician assistant as outlined in this Agreement.
Payment shall be due as set forth on Exhibit"A".
b. City will cooperate with Provider in the provision of Services with all
required information needed for the Provider to provide the Services.
3. Term and Termination.
a. Term. This Agreement shall be effective for an initial term of one (1) year
commencing on the Effective Date, and may be renewed for additional one-
year periods upon agreement of the parties under the terms and conditions
specified herein. Each renewal must be evidenced in writing and approved
by the appropriate authorities of each party. Such renewal shall be for the
same compensation set forth herein; provided that such compensation may
be adjusted to reflect the Consumer Price Index(Urban)sixty-four(64)days
prior to the effective date of the renewal if such increase is requested at least
90 days prior to the termination of the then current term.
b. Termination by City. The City, besides all other rights or remedies it may
have, shall have the right to terminate this Agreement with or without cause
upon thirty (30) days' written notice from the City Manager to Provider of
the City's election to do so. Upon delivery of any notice of termination
required herein, Provider shall discontinue all services in connection with
the performance of the Agreement. Within thirty (30) days after receipt of
the notice of termination, Provider shall submit a final statement showing in
detail the services satisfactorily performed and accepted and all other
appropriate documentation required herein for payment of services. If this
Agreement is terminated for cause, Provider shall be liable for any damage
to the City resulting therefrom. This liability includes any actual, direct and
reasonable damages incurred by the City in completing Provider's work and
subject to the City's right to mitigate its damages. The rights and remedies
of the City in this section are in addition to any other rights and remedies
provided by law or under this Agreement.
c. Termination by Provider. This Agreement shall terminate upon cessation of the
all clinical services of Jacinto Medical Group; provided Provider gives at least
thirty (30) days' prior written notice. Within ten (10) days after the termination
of this Agreement pursuant to this section, Provider shall submit a final
statement showing in detail the services satisfactorily performed and accepted
and all other appropriate documentation required herein for payment of
services.
Purchased Services Agreement,Page 2
4. Compliance
a. Compliance with Applicable Laws. The parties agree that they shall comply
with all applicable federal, state, and local laws, regulations, and
governmental orders in performing their respective obligations under this
Agreement including, but not limited to, the statutes and regulations of the
Texas Department of Health and the United States Department of Health
and Human Services, the standards of the Joint Commission on
Accreditation of Healthcare Organizations, all requirements of the Medicare
and Medicaid programs, all state or national professional ethical guidelines,
the federal and state anti-kickback laws, the Stark law, and the federal False
Claims Act.
b. Access to Books and Records. The Provider will allow access to records of
the City if the Patient is obtaining Services as a result of this Agreement.
C. Representation of Non-Exclusion. The Provider represents and warrants that
it is not on an excluded party list as outlined by State or Federal Program.
Provider also represents that if it or an employee who provides Services
under this Agreement becomes excluded from a State or Federal Program
Provider will promptly notify City.
5. Indemnity; Insurance
a. Indemnity.
PROVIDER AGREES TO AND SHALL NDEMNIFY
AND HOLD HARMLESS AND DEFEND THE CITY, ITS
OFFICERS, AGENTS, AND EMPLOYEES
(HEREINAFTER REFERRED TO AS THE "CITY"
FROM AND AGAINST ANY AND ALL CLAIMS,
LOSSES, DAMAGES, CAUSES OF ACTION, SUITS AND
LIABILITY OF EVERY KIND, INCLUDING ALL
EXPENSES OF LITIGATION, COURT COSTS, AND
REASONABLE ATTORNEY'S FEES, FOR INJURY TO
OR DEATH OF ANY PERSON, FOR DAMAGE TO ANY
PROPERTY, OR FOR ANY BREACH OF CONTRACT,
ARISING OUT OF, OR IN CONNECTION WITH THE
WORK DONE BY PROVIDER UNDER THIS
CONTRACT CAUSED BY THE SOLE OR JOINT
NEGLIGENCE OF PROVIDER. IT IS THE EXPRESSED
INTENTION OF THE PARTIES HERETO, BOTH
PROVIDER AND THE CITY, THAT THE INDEMNITY
PROVIDED FOR IN THIS PARAGRAPH IS INDEMNITY
BY PROVIDER TO INDEMNIFY AND PROTECT THE
CITY FROM THE CONSEQUENCES OF PROVIDER'S
OWN NEGLIGENCE, WHETHER THAT NEGLIGENCE
IS THE SOLE OR A CONCURRING CAUSE OF THE
RESULTING INJURY DEATH OR DAMAGE. SUCH
Purchased Services Aareement,Page 3
INDEMNITY SHALL ONLY APPLY TO THE
PROPORTIONATE SHARE OF PROVIDER'S
NEGLIGENCE AND SHALL NOT APPLY, HOWEVER,
TO LIABILITY ARISING FROM THE PERSONAL
INJURY, DEATH, OR PROPERTY DAMAGE OF
PERSONS THAT IS CAUSED BY OR RESULTS FROM
THE SOLE NEGLIGENCE OF THE CITY. IN THE
EVENT THAT ANY ACTION OR PROCEEDING IS
BROUGHT AGAINST THE CITY FROM WHICH THE
CITY IS INDEMNIFIED, PROVIDER FURTHER
AGREES AND COVENANTS TO DEFEND THE ACTION
OR PROCEEDING BY LEGAL COUNSEL
REASONABLY ACCEPTABLE TO THE CITY. THE
INDEMNITY PROVIDED FOR IN THIS SECTION
SHALL SURVIVE THE TERMINATION OR
EXPIRATION OF THIS AGREEMENT.
b. Insurance. Throughout the term of this Agreement, Provider at its own
expense shall purchase, maintain and keep in force and effect insurance
against claims for injuries to or death of persons or damages to property
which may arise out of or result from Providers operations and/or
performance of the Services under this Agreement whether such operations
and/or performance be by Provider, its agents, representatives, volunteers,
employees or subcontractors or by anyone directly or indirectly employed
by any of them,or by anyone for whose acts any of them may be liable.
Any insurance or self-insurance maintained by the City, its officials, agents
and employees shall be considered in excess of Provider's insurance and
shall not contribute to it.
All of Provider's insurance below shall be placed with admitted carriers
having a current A.M. Best rating of not less than A- VIIl. Alternatively,
Provider may self-insure or place coverage with any non-rated insurers for
any of the risks referred to below only if the Long-Term Issue Credit Rating
of their respective parent entity is BBB or higher ("Investment Grade") by
the current Rating Definitions and Terminology of Standard& Pooes:
1. Workers Compensation with statutory limits & Employers' Liability
with minimum limits of $1,000,000 as required by law. A waiver of
subrogation shall be provided for the benefit of the City.
2. Commercial General Liability including Premises/Operations,
Products/Completed Operations, Contractual Liability, Independent
Contractor's Liability, Broad Form Property Damage,
Personal/Advertising Injury with minimum limits of $1,000,000 per
occurrence and$1,000,000 general aggregate.
Purchased Services Agreement,Page 4
3. Automobile Liability with a minimum combined single limit of
$1,000,000 per occurrence and $1,000,000 general aggregate. The City,
its officers, agents and employees shall be listed as additional insured on
this policy.
4. Errors and Omissions/Professional Liability with individual limits of
$1,000,000 for each claim and$3,000,000 annual aggregate limit.
Upon execution of this Agreement, Provider shall file with the City valid
Certificates of Coverage. Such Certificates shall contain a provision that
coverage afforded under the policies will not be canceled, suspended,
voided, or reduced until at least thirty (30) days' written notice has been
given to the City.
6. Notices. All notices required to be given hereunder shall be given in writing either
by personal delivery or certified or registered mail at the respective addresses of
the parties set forth herein or at such other address as may be designated in writing
by either party.Notice given by mail shall be deemed given three(3)days after the
date of mailing thereof to the following addresses:
If to Provider: Jacinto Medical Group, P.A.
2800 Garth Road
Baytown, Texas 77520
Fax: 281-
Attn:
If to City: City of Baytown
P.O. Box 424
Baytown,Texas 77522
Fax: 281-420-6586
Attn: City Manager
Any notice given in accordance with this section shall be deemed to have been
given upon delivery or, if mailed, upon the earlier of receipt or three (3) days after
deposit, except that notice of change of address shall not be deemed effective until
actual receipt by the intended recipient.
7. Miscellaneous.
a. Governing Law: Severability. This Agreement shall be construed under, and
governed in accordance with, the laws of the state of Texas without giving
effect to its choice of law provisions, with venue exclusively in Harris
County. The invalidity or unenforceability of any provision herein shall not
affect the validity or enforceability of any other provision.
b. Nondiscrimination. Neither party shall discriminate in the performance of
its obligations under the this Agreement on the basis of race, color, sex, age,
religion, national origin, sexual orientation, pregnancy, marital status,
Purchased Services Agreement, Page 5
veteran status, handicap or status as a beneficiary of a governmental health
program.
C. Headings. The headings of this Agreement are inserted for convenience
only and shall never be considered or given any effect in construing this
Agreement or any provision hereof, or in connection with the duties,
obligations or liabilities of the respective parties hereto or in ascertaining
intent, if any question of intent should arise.
d. No Waiver. Failure of either party hereto to insist on the strict performance
of any of the agreements herein or to exercise any rights or remedies
accruing hereunder upon default or failure of performance shall not be
considered a waiver of the right to insist on and to enforce by an appropriate
remedy, strict compliance with any other obligation hereunder to exercise
any right or remedy occurring as a result of any future default or failure of
performance.
e. Release. By this Agreement, except for Provider's rights under state law
including, but not limited to, Texas Civil Practice & Remedies Code §101,
et. seq., the City does not consent to litigation or suit, and the City hereby
expressly revokes any consent to litigation that it may have granted by the
terms of this Contract or any other contract or agreement, any charter, or
applicable state law.Nothing contained herein shall be construed in any way
so as to waive in whole or part the City's sovereign immunity. Provider
assumes full responsibility for its work performed hereunder and hereby
releases, relinquishes and discharges the City, its officers, agents, and
employees from all claims,demands, and causes of action of every kind and
character, including the cost of defense thereof, for any injury to or death of
any person (whether they be either of the parties hereto, their employees, or
other third parties) and any loss of or damage to property (whether the
property be that of either of the parties hereto, their employees, or other
third parties) that is caused by or alleged to be caused by, arising out of, or
in connection with Provider's negligent or willful acts or omissions relating
to the work to be performed hereunder. This release shall apply with respect
to Provider's work regardless of whether said claims, demands, and causes
of action are covered in whole or in part by insurance.
f. Independent Contractor. It is expressly agreed and understood by all parties
hereto that the Provider is an independent contractor in its relationship to the
City. Nothing herein contained at any time or in any manner shall be
construed to effect a contract of partnership or joint venture or render any
party hereto the employer or master of any other party and/or its employees,
agents or representatives. All necessary personnel shall be deemed
employees of the Provider.
g. Assigns. Neither party may assign this Agreement or any right or obligation
hereunder without the prior written consent of the other party, which shall
not be unreasonably withheld or delayed; provided, however, that no
consent shall be necessary in the event of an assignment to a successor
entity resulting from a merger, acquisition or consolidation by either party
Purchased Services Agreement_Page 6
or an assignment to an Affiliate of either party if such successor or Affiliate
assumes all obligations under this Agreement. Any attempted assignment,
which requires consent hereunder, shall be void and shall constitute a
material breach of this Agreement if such consent is not obtained.
h. Survival. Any provisions of this Agreement creating obligations extending
beyond the term of this Agreement will survive the expiration or termination
of this Agreement, regardless of the reason for such termination.
i. Interpretation of Agreement This Agreement shall be interpreted as though
prepared by all parties and shall not be construed unfavorably against either
party.
j. Entire Agreement; Amendment. This Agreement constitutes the entire
agreement of the parties hereto and supersedes all prior or contemporaneous
agreements, undertakings and understandings of the parties in connection
with the subject matter hereof. This Agreement may be modified or
amended only in writing duly signed by both parties.
k. Confidentiality. In order to facilitate the performance of this Agreement,
each party may deem it necessary to disclose to the other certain proprietary
and/or confidential information. Such information may include, without
limitation, patient information, personnel information, financial information,
market information, pricing information and service delivery information.
Each party agrees to keep such information of the other party confidential
and not to disclose or use such confidential information except in
accordance with this Agreement or as may be otherwise be required by law.
1. Health Insurance Portability and Accountability Act Of 1996 ("HIPAA 19.
The parties have determined that as of the Effective Date of this Agreement,
they do not need to enter into a Business Associate Agreement, pursuant to
45 C.F.R. SEC 164.502(e)(1)(ii)(A). If at any time during this Agreement
the parties determine that they either need to amend this Agreement or enter
into any ancillary agreements in order to comply with HIPAA, they will
work together in good faith to make such amendments or execute such
agreements in a timely manner. In addition, the parties agree that they will
comply with all applicable federal and state laws (including, but not limited
to, HIPAA) regarding patient privacy.
M. Force Majeure. Neither party shall be liable nor deemed to be in default for
any delay or failure in performance under this Agreement or other
interruption of service or employment deemed resulting directly or
indirectly, from Acts of God, civil or military authority, acts of public
enemy war terrorism, accidents, fires, explosions, earthquakes, flood, failure
of transportation, strikes or other work interruptions by either party's
employees, or any similar or dissimilar cause beyond the reasonable control
of either party.
n. Multiple Counterparts. This Agreement may be executed in multiple
counterparts, each of which so executed shall be deemed to be an original,
Purchased Services Agreement,Page 7
but all such counterparts together constitute but one and the same
instrument.
o. No Third Party Beneficiaries. The provisions of this Agreement are for the
benefit of the parties and not for any other person or entity. Nothing
contained in the Agreement shall give or allow any claim or right of action
whatsoever by any third person. It is the express intent of City and Provider
that any such person or entity, other than City or Provider, receiving
services or benefits under this Agreement shall be deemed an incidental
beneficiary.
p. Incurring Financial Obligation. City will not incur any financial obligation
on behalf of Provider without the prior written approval of Provider.
q. No Arbitration. Notwithstanding anything to the contrary contained in this
Agreement, the City and Provider hereby agree that no claim or dispute
between the City and Provider arising out of or relating to this Agreement
shall be decided by any arbitration proceeding including, without limitation,
any proceeding under the Federal Arbitration Act (9 U.S.C. Sections 1-14),
or any applicable State arbitration statute, including, but not limited to, the
Texas General Arbitration Act, provided that in the event that the City is
subjected to an arbitration proceeding notwithstanding this provision,
Provider consents to be joined in the arbitration proceeding if Provider's
presence is required or requested by the City of complete relief to be
recorded in the arbitration proceeding.
r. Authority. The officers executing this Agreement on behalf of the parties
hereby represent that such officers have full authority to execute this
Agreement and to bind the party he/she represents.
IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of
the date first above written.
JACINTO MEDICAL GROUP, P.A.
By:
Title:
Date:
Purchased Services Agreement.Page 8
CITY OF BAYTOWN
By:
ROBERT D. LEIPER
Title: City Manager
Date:
ATTEST:
LETICIA BRYSCH,City Clerk
APPROVED AS TO FORM:
IGNACIO RAMIREZ, SR.,City Attorney
STATE OF TEXAS §
COUNTY OF HARRIS §
Before me, the undersigned
notary public, on this day personally appeared ,the of
Jacinto Medical Group, P.A., a Texas professional association, known to me to be the
person whose name is subscribed to the foregoing instrument and acknowledged to me
that he/she executed the same for the purposes and consideration therein expressed.
SUBSCRIBED AND SWORN before me this day of March, 2011.
Notary Public in and for the State of
Texas
Purchased Services Agreement,Page 9
EXHIBIT A
SERVICES
The City of Baytown (City) will reimburse the Provider for the salary and benefits,
including medical malpractice insurance, of a licensed nurse practitioner/physician's
assistant in the amount of NINETY THOUSAND AND NO/100 DOLLARS $90,000.00.
which shall be paid in three quarterly installments of THIRTY THOUSAND AND
NO/100 DOLLARS ($30,000.00) provided the City has received the satisfactory
statements and supporting information as provided in Section 1 of the Agreement.
The Provider will:
> employ a nurse practitioner/physician's assistant, who shall:
o be subject to employment guidelines specified by the Provider;
o shall at all times be deemed an employee of the Provider, not the City;
o perform services as authorized by this Agreement and in accordance with
the applicable State licensure rules,regulations and laws; and
o practice under the supervision of the Medical Director of the Provider;
> at all times under this Agreement provide within the City of Baytown a site of
sufficient size for the nurse practitioner/physician's assistant to perform medical
services to the Patients as required herein;
> maintain such site in good order and in compliance with all applicable codes and
ordinances of the City of Baytown as well as all state and federal rules, regulations
and laws;
➢ provide the following:
o medical examinations;
o minor medical treatment;
o vaccine administration;
o wellness consultations;
0 off-site City Health Wellness Events on days of service dedicated to City;
o drug and alcohol specimen collection (only if a nurse
practitioner/physician's assistant holds the appropriate certification);
o prescriptions if the nurse practitioner/physician assistant in the clinic holds
appropriate licensure;
o examination room within the city limits of the City of Baytown, including
an office area;
o supplies;
o reports and records;
o support services for the nurse practitioner/physician's assistant for
registering Patients, scheduling appointments for Patients, and reporting
requirements of the City; and
➢ provide medical services specifically for Patients at the Providers location in
Baytown three days a week — eight hours a day during those days and hours
agreed to in writing by the City of Baytown's Director of Human Resources and
Provider's Medical Director.
The Services specifically exclude the following, which may be performed at the City's
request at Provider's current fee schedule:
Exhibit"A."Page
➢ workers' comp injury care - injuries are to be seen by the attending physician
(services will be billed to City of Baytown's Workers Compensation Carrier);
➢ Medical Review Officer services;
➢ drug and alcohol testing(can only collect specimen);
➢ routine visits for Patients who are utilizing the attending physician as their
personal primary care physician (this service billed to patient's personal medical
insurance and will be subject to co-pays/deductible in accordance with insurance
agreement);
➢ physician fees associated with injury care;and
➢ any and all testing expenses such as: drug screens, pulmonary function tests,
EKG's, stress tests, interpretations by the attending physician,
medication/immunizations such as vaccines, attending physician consultations if
required.
Exhibit"A."Page 2