Res 160-2017 11/21/2017Resolution No. _160-2017__
Resolution Authorizing Execution of a Memorandum of Agreement
Between the City of Wichita Falls and The North Central Texas
Medical Foundation, For The Provision of Medical Services to The
Wichita Falls-Wichita County Public Health District
WHEREAS, the Health District provides a TB clinic, a sexually transmitted
disease clinic, and an immunization clinic; and,
WHEREAS, the Health District and the North Central Texas Medical
Foundation desire to enter into a contract for the pro vision of physicians to staff
medical clinics; and,
WHEREAS, the Health District and the North Central Texas Medical
Foundation desire to enter into a contract for the provision of Medical Director and
Health Authority.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF WICHITA FALLS, TEXAS, THAT:
The Memorandum of Agreement, a copy of which is attached hereto, by and
between the City of Wichita Falls and the North Central Texas Medical Foundation for
the provision of medical services for the Wichita Falls-Wichita County Public Health
District, is hereby approved subject to changes by the City Attorney, and the City
Manager is authorized to execute said Agreement on behalf of the City of Wichita
Falls.
PASSED AND APPROVED this the 21st day of November, 2017.
______________________________
M A Y O R
ATTEST:
____________________
City Clerk
MEMORANDUM OF AGREEMENT
This Agreement is made and entered by and between the North Central Texas Medical
Foundation, hereinafter referred to as “Foundation,” and the City of Wichita Falls, Texas, a
home rule municipal corporation, hereinafter referred to as “City,” and on behalf of the
Wichita Falls-Wichita County Public Health District, hereinafter referred to as “District” to be
effective upon approval of the Wichita Falls City Council and subsequent execution by the
Wichita Falls City Manager or his designee.
W I T N E S S E T H :
WHEREAS, the District recognizes the need to retain professional medical services
to meet the needs of programs identified in Exhibit “A” and incorporated herein; and
WHEREAS, the District needs the assurance of an established continuous source for
the provision of health care to meet the aforementioned needs of the District; and
WHEREAS, the Foundation currently operates the Family Practice Residency
Program (hereinafter referred to as “Residency”) which can provide the medical care to meet
the aforementioned health care needs; and
WHEREAS, the Foundation is a non-profit corporation which is certified by the State
Board of Medical Examiners to engage in the practice of medicine; and
WHEREAS, the faculty physicians of the Residency (herein “Faculty Physicians”)
are competent physicians legally qualified to pr actice medicine under the laws of the State of
Texas; and
WHEREAS, the resident physicians of the Residency (herein “Resident Physicians”)
are legally qualified to practice medicine under the laws of the State of Texas under the direct
supervision of the Faculty Physicians of the Residency; and
WHEREAS, the Residency agrees to provide the required Faculty Physician
supervision for all Resident Physicians when performing the duties established in the
Agreement; and
WHEREAS, Arthur J. Szczerba, M.D., Interim Director of the Residency and also
Faculty Physician, was previously appointed as Medical Director and Ellaheh Ebrahim, MD,
Chief Medical Officer, of the North Central Texas Community Health Care Center, Inc.. was
previously appointed as Associate Medical Director; and
WHEREAS, the Local Public Health Reorganization Act, Chapter 121 Health and
Safety Code, and Texas Board of Health Rule, 25 Tex. Admin. Code §85.12, require the
appointment and service of a Health Authority; and
WHEREAS, the District recognizes the need to retain professional services to meet
the requirements for Health Authority as described in Exhibit “B” and incorporated herein;
and
WHEREAS, Arthur J. Szczerba, M.D. Interim Director for the Residency and Faculty
Physician, was previously appointed as Health Authority and Ellaheh Ebrahim, M.D., Chief
Medical Officer, of the North Central Texas Community Health Care Center, Inc. was
previously appointed as Associate Health Authority for the District and said Physicians meet
the requirements of Section 121.022 of the TEXAS HEALTH AND SAFETY CODE and are willing
to render professional services for the District as provided herein.
NOW, THEREFORE, City hereby engages the services of the Residency Program,
and in consideration of the mutual promises herein contained, the parties agree as follows:
I.
SCOPE OF WORK
The scope of work and responsibilities and requirements are included but are not
limited to those set out in Exhibits “A” and “B” attached hereto and made a part hereof for all
purposes, which are intended as guidelines and may be amended by mutual agreement.
II.
TERM
The term of this Agreement shall be a twelve month period beginning on October 1,
2017 and ending on September 30, 2018. This Agreement may be terminated by City as
provided herein.
III.
MEDICAL DIRECTOR
3.01 Medical Director. Arthur J. Szczerba M.D., will serve as Medical Director
and Ellaheh Ebrahim, M.D., as Associate Medical Director for the District
providing medical direction and quality control of medical services for the
District Director and staff including but not limited to those services set forth
in Exhibit “A”. The Medical Director is responsible to the District Director
and will work in cooperation with the District Director.
3.02 Health Authority. Arthur J. Szczerba M.D., has been appointed as Health
Authority and Ellaheh Ebrahim, M.D., as Associate Health Authority and will
serve the District by carrying out the duties as included but not limited to those
set out in Exhibit “B”. Health Authority is responsible to the District Director
and will work in cooperation with the District Director and will provide
assistance in ensuring adherence to state and local laws relating to public
health. Health Authority will perform all duties of a Health Authority as
provided by law and has taken and subscribed to the official Health Authority
oath and filed a copy of the oath and appointment with the Texas Board of
Health as required by Chapter 121 of the Health and Safety Code and
according to Article I o f this agreement.
IV.
COMPENSATION/OWNERSHIP OF DOCUMENTS
4.01 Compensation. In consideration for the services to be rendered under this
Agreement, including all expenses, the Foundation shall be paid a fee not to exceed $110,200
annually to be paid in a monthly sum of $9183.33. It is agreed by the Foundation, the City and
the District that in consideration of the aforementioned monthly stipend, the Foundation shall
conduct on a weekly basis a Tuberculosis Clinic as a part of the services to be rendered
pursuant to this agreement of the parties, and that the Tuberculosis Clinic shall be conducted
at no additional cost to the City or the District. Foundation may invoice City on a monthly
basis
4.02 Fiscal Funding. Foundation and City recognize that the continuation of any
Agreement after the close of any given fiscal year of the City of Wichita Falls, which fiscal
year ends on September 30 of each year, shall be subject to Wichita Falls City Council
approval. In the event the Wichita Falls City Council d oes not approve the appropriation of
funds for this Agreement, the Agreement shall terminate at the end of the fiscal year for which
funds were appropriated, and the parties shall have no further obligations hereunder.
4.03 Maximum Compensation upon Termination by City or Professional. In the
event of termination by City, with or without cause, the Foundation shall be compensated
only for the months prior and the month in which the termination occurred. Financial
compensation will not occur for any month beyond termination. Expenses do not include
overhead such as utilities, rent, insurance, etc., and shall not exceed the total amount due
under this Agreement.
4.04 Ownership of Documents. All client or patient records created as a result of
the District ’s services shall be the property of the District. Notwithstanding any provision
herein to the contrary, if requested by the Residency, the District may, in its sole discretion,
share certain patient information with the Residency. However, the District shall first obtain a
release of medical information from the client, patient, or someone authorized to act on his or
her behalf, permitting the transfer of information to the Residency.
4.05 Examination of Books and Records. The Foundation agrees that the District,
the Texas Department of State Health Services and the federal government shall have the
right to examine the books, records and accounts of the Foundation at a time mutually
convenient to both parties to the extent that they relate to transaction s affecting the
Foundation’s compensation as set forth in this agreement. Any questions or deficiencies
identified by the District in the Foundation’s records will be conveyed in writing to the
Foundation. The Foundation will resolve the questions or deficiencies in writing to the
District within thirty (30) days of receipt of a question or deficiencies. A determination by the
District of either an inadequate or inappropriate resolution of the questions or deficiencies
may result in the withholding of funds, suspension or cancellation of this Agreement. Any
such withholding of funds or suspension will remain in effect until the findings are properly
remedied as determined by the District. The right to examine the Foundation’s books as they
relate to this Agreement shall survive termination of this Agreement.
V.
SUCCESSORS AND ASSIGNS/AGENTS OR ASSISTANTS
5.01 Successors and Assigns. City and Foundation each bind themselves, their
successors, executors, administrators and assigns to the other party to this Agreement. Neither
City nor Foundation will assign, sublet, subcontract or transfer any interest in this Agreement
without the written consent of the other party. No assignment, delegation of duties or
subcontract under this Agreement will be effective w ithout the written consent of City.
Subject to the provision regarding assignment, this Agreement shall be binding on the
administrators, legal representatives, successors, and assigns of the respective parties.
5.02 Use of Agents, Servants, Employees or Independent Contractors. Subject
to the foregoing, to the extent reasonably necessary for the Foundation to perform its duties
hereunder, Foundation may engage, at the sole expense of the Foundation, the services of any
agents, servants, employees or independent contractors which it may deem proper, and it may
further employ, engage, or retain the services of such other persons or corporations to aid or
assist it in the proper performance of its duties. The cost of the services of such agents,
servants, employees or independent contractors shall be borne by Foundation at its sole cost
and expense. Foundation further agrees that the subletting of any portion or feature of the
work or materials required in the performance of this Agreement shall not relieve Foundation
from its full obligations to City as provided by this Agreement, regardless of whether such
subletting is agreed to by City.
All out-of-pocket expenses are to be borne by the Foundation, with exception for
materials set forth in Exhibit “A” attached.
It is expressly understood and agreed that any agent, servant, employee, or
independent contractor retained or employed by Foundation is the agent, servant, or other
employee of independent contractor of Foundation and that Foundation shall be solely
responsible for the acts and omissions of such person or entity to the exclusion of the City. It
is expressly agreed that City has no right of control over any agent, servant, employee or
independent contractor.
VI.
FACILITIES
Facilities. Foundation shall be responsible for providing all necessary facilities,
personnel, equipment, materials or other items necessary to perform the services required of it
hereunder; provided, however, City shall cooperate with Foundation by providing space it has
available for meetings, medical evaluation and treatment, and administrative space as
mutually agreed.
VII.
INSURANCE AND CERTIFICATES OF INSURANCE
Foundation shall obtain, at its own expense, Professional Errors and Omissions
insurance, which will pay fo r injuries arising out of errors or omissions in the rendering, or
failure to render, professional services under the Agreement, for the term of the Agreement
and up to two years after the Agreement is terminated, with limits of $200,000/$600,000 per
occurrence/aggregate for non-residents and limits of $100,000/$300,000 for residents.
Foundation shall not start work under this Agreement until Foundation has obtained at its own
expense all of the insurance required hereunder, and such insurance has been appr oved by the
City Manager. Any subcontractor of the Foundation shall be required to carry the same
insurance as the Foundation. To establish procurement of Professional Errors and Omissions
insurance, Foundation shall not work under this Agreement until (1 ) it has furnished to the
City a Certificate of Insurance for each physician providing medical services pursuant to the
provisions of this Agreement, and (2) the insurance has been approved by the Legal
Department of the City of Wichita Falls It is the express duty of the Foundation to notify the
City Manager of any change in the Professional Errors and Omissions insurance coverage
affecting any physician providing medical services pursuant to the provisions of this
Agreement. Such notice shall be in writing and furnished to the City Manager, City of
Wichita Falls, Texas, P.O. Box 1431, Wichita Falls, Texas 76307, within five (5) business
days of the Foundation's receipt of notice of change.
VIII.
INDEMNIFICATION
Foundation does hereby covenant and agree to waive all claims, release, indemnify,
defend and hold harmless the City and the District and all of their officials, officers, agents,
employees, volunteers and invitees in both their public and private capacities, from any and
all liability, claims, suits, demands or causes of action, including all expenses of litigation
and/or settlement which may arise by reason of injury to or death or debt of any person, or for
loss of, damage to or loss of use of any property arising, directly or indirectly, out o f
Foundation’s services in accordance with the Agreement; and such indemnity will apply
whether the claims, suits, losses, damages, causes of action or liability, arise in whole or in
part from the negligence of Foundation or any of its officers, officials , agents, employees or
invitees, whether such negligence is contractual, comparative negligence, concurrent
negligence, gross negligence or any other form of negligence.
The City and the District shall be responsible for the negligence of their respective
employees in the performance of their duties under the provisions of this Agreement.
IX.
INDEPENDENT CONTRACTOR
Foundation covenants and agrees that he or she is an independent contractor and not
an officer, agent, servant or employee of City; that Foundation shall have exclusive control of
and exclusive right to control the details of the work performed hereunder and all persons
performing same, and shall be responsible for the acts and omissions of its officers, agents,
employees, contractors, subco ntractors and consultants; that the doctrine of respondeat
superior shall not apply as between City and Foundation, its officers, agents, employees,
contractors, subcontractors and consultants, and nothing herein shall be construed as creating
a partnership or joint enterprise between City and Foundation.
X.
TERMINATION
10.01 Option. City may, at its option, without cause, and without prejudice to any
other remedy it may be entitled to at law, in equity, or otherwise under this Agreement,
terminate further work under this Agreement, in whole or in part, by giving at least thirty (30)
days prior written notice thereof to Foundation with the understanding that all services being
provided by Foundation shall cease upon the date such notice is received.
10.02 Cause. City reserves the right to terminate this Agreement immediately upon
breach of any term or provision of this Agreement by Foundation; or if at any time during the
term of this Agreement, Foundation shall fail to commence the work in accordance with the
provisions of the Agreement or fail to diligently provide services in an efficient, timely and
careful manner and in strict accordance with the provisions of this Agreement, or fail to use
an adequate number or quality of personnel or equipment to complete the work or fail to
perform any of its obligations under this Agreement, then City shall have the right, if
Foundation shall not cure any such default after thirty (30) days written notice thereof, to
terminate this Agreement and complete the work in any manner it deems desirable, including
engaging the services of other parties therefore. Any such act by City shall not be deemed a
waiver of any other right or remedy of City.
10.03 Costs. If after exercising any remedy provided herein, the cost to City of the
performance of the balance of the work is in excess of that part of the Agreement sum that has
not therefore been paid to professional hereunder, Foundation shall be liable for and shall
reimburse City for such excess.
XI.
EQUAL OPPORTUNITIES
Foundation shall not discriminate against any employee or applicant for employment
because of race, age, color, religion, sex, disability, ancestry, national origin or place of birth.
Foundation shall take action to ensure that applicants are employed a nd treated without regard
to their race, age, color, religion, sex, disability, ancestry, national origin or place of birth.
This action shall include but not be limited to the following: employment, upgrading,
demotion or transfer, recruitment or recruitment advertising; layoff or termination; rates of
pay or other forms of compensation; and selection of training, including apprenticeship.
XII.
APPLICABLE LAW
Foundation shall at all times observe and comply with all federal, state and local laws,
ordinances and regulations, which in any manner affect Foundation or the work, and shall
indemnify and save harmless City against any claim arising from the violation of any such
laws, ordinances and regulations whether by Foundation or its employees. If Foundat ion
observes that the work is at variance therewith, Foundation shall promptly notify City in
writing. If Foundation performs any work knowing it to be contrary to such laws, ordinances,
rules and regulations, and without such notice to City, Foundation shall bear all costs arising
therefrom.
XIII.
SEVERABILITY
The provisions of this Agreement are severable. If any paragraph, section, subdivision,
sentence, clause, or phrase of this Agreement is for any reason held to be contrary to the law
or contrary to any rule or regulation having the force and effect of the law, such decision shall
not affect the remaining portions of the Agreement.
XIV.
NON-WAIVER
It is expressly understood and agreed that, in the execution of this Agreement, City
does not waive nor shall City be deemed hereto to have waived any immunity or defense that
would otherwise be available to it. It is further agreed that one or more instances of
forbearance by City in the exercise of its rights herein shall in no way constitute a waiver
thereof.
XV.
DRUG-FREE WORKPLACE
The Foundation, its agents, servants, and employees shall be subject to the drug -free
workplace requirements as set forth in Exhibit “C.”
XVI.
SMOKE-FREE ENVIRONMENT
The Foundation shall at all times prohibit the use of tobacco products, whether
smoking or smokeless, within any and all space occupied or used by the Foundation pursuant
to this Agreement.
XVII.
PARAGRAPH HEADINGS
The descriptive headings of the several Articles, Sections and Paragraphs contained in
t his Agreement are inserted for convenience only, and shall not control or affect the meaning
or construction of any of the provisions hereof.
XVIII.
ENTIRE AGREEMENT
This Agreement supersedes any and all other agreements, either oral or in writing,
between the parties hereto with respect to the subject matter hereof, and no other agreement,
statement, or promise relating to the subject matter of this Agreement, which is not contained
herein, shall be valid or binding. The parties agree that this Agreement and its attachments
constitute the entire understanding of the parties.
XIX.
Breach of Obligation
This Agreement is entire as to all of the services to be rendered under it. Breach of any
obligation to be performed shall constitute a breach of the entire Agreement and shall give the
non-breaching party the right to terminate this Agreement.
XX.
GOVERNING LAW/VENUE
The validity of this Agreement and of any of its terms or provisions, as well as the
rights and duties of the parties hereunder, shall be governed by the laws of the State of Texas.
The parties agree that it is performable in Wichita County, Texas, and that exclusive venue
shall be in Wichita County, Texas.
IN WITNESS WHEREOF, the parties have executed this Agreement on the dates
indicated below.
Foundation
Date: ___________________ By: _________________________________
David M. Whittiker Chair
North Central Texas Medical Foundation
Date: ___________________ By: _________________________________
Allen Patterson CEO
North Central Texas Community Health
Care Center Inc.
Date: ___________________ By:
Arthur J Szczerba, M.D.
Date: ___________________ By: _________________________________
Ellaheh Ebrahim, M.D.,
City of Wichita Falls, Texas
Date: ___________________ By: _________________________________
Darron J. Leiker, City Manager
P. O. Box 1431
Wichita Falls, Texas 76307
Approved as to Form:
_____________________
Kinley Hegglund, City Attorney
EXHIBIT “A”
MEDICAL DIRECTOR
Tuberculosis Clinic
Contractor Responsibilities
Conduct weekly TB clinic (average time required in clinic per week four (4) hours)
Admit patients to service
Physical examination of patient s
Review chest x-rays
Review lab reports
Issue medical orders for treatment, diagnostic testing and referral if necessary
Chart review on enrolled patients
Review and approve District protocols and policies annually
Phone consultation between clinics concerning urgent lab reports and medication
reactions
Participate in annual Quality Assurance review by attending meeting and actively
participating in review process
Health District Responsibilities:
Supply adequate staff, equipment and supplies to mainta in clinical and surveillance
activities
Administer and read TB skin test according to established protocols
Perform contact investigation and follow up for each identified case
Prepare charts for clinics to ensure all labs and needed x-rays are ready for physician
review
Prepare clients for physician including initial interview, obtain vital signs, height
weight and vision screen
Perform all lab draws
Monitor all DOT clients for signs and symptoms of medication reaction or toxicity
Client education concer ning disease process and medication
Provide translators for non-English speaking clients
Provide TB medications and vitamins through state program
Conduct annual Quality Assurance review
Sexually Transmitted Disease Clinic
Contractor Responsibilities
Medical management of patients referred by PHN
Review lab results (Includes both in-office and phone consultations)
Chart review (Physician must review all client records)
Perform cryotherapy for treatment of condyloma
Phone consult on all syphilis cases, any deviation from normal protocol and any child
under the age of 14
Review and approve District protocols and policies annually
Participate in annual Quality Assurance review by attending meeting and actively
participating in review process
Health District Responsibilities
Supply adequate staff, equipment and supplies to manage STD clinic
Perform exams according to approved protocols for all patients and consult with
physician when medically appropriate
Perform all lab draws
Educate client concerning high-risk behaviors, disease process, treatment and
medications
Provide translators for non-English speaking clients
Ensure appropriate space for physician to review charts
Conduct annual Quality Assurance review
Immunization Clinic
Contractor Responsibilities
Phone consults for unusual circumstances and variance reports
Review and approve District protocols and policies annually
Participate in annual Quality Assurance review by attending meeting and actively
participating in review process
Health District Responsibilities
Provide education to all clients receiving immunization
Consult with physician regarding any protocol variance or untoward incident related to
vaccine administration
Insure proper consent is received for immunizations
Insure Immunizations are given according to policy and procedure
Conduct annual Quality Assurance review
Billing
• Provide assistance to Health District in billing for services provided under this
contract to third party insurance providers.
Pharmacy
Contractor Responsibilities
Annual formulary review
EXHIBIT “B”
HEALTH AUTHORITY
The Foundation shall comply with the provisions of V.T.C.A., Health and Safety Code
§121.024 and as it may be amended from time to time, which at the time of the execution of
this Agreement provides:
§121.024 Duties
(a) A health authority is a state officer when performing duties prescribed by state
law.
(b) A health authority shall perform each duty that is:
(1) necessary to implement and enforce a law to protect the public hea lth;
or
(2) prescribed by the board.
(c) The duties of a health authority include:
(1) establishing, maintaining, and enforcing quarantine in the health
authority’s jurisdiction;
(2) aiding the board in relation to local quarantine, inspection, disease
prevention and suppression, birth and death statistics, and general
sanitation in the health authority’s jurisdiction;
(3) reporting the presence of contagious, infectious, and dangerous
epidemic diseases in the health authority’s jurisdiction to the board in
the manner and at the times prescribed by the board;
(4) reporting to the board on any subject on which it is proper for the board
to direct that a report be made; and
(5) aiding the board in the enforcement of the following in the health
authority’s jurisdiction:
(A) proper rules, requirements, and ordinances;
(B) sanitation laws;
(C) quarantine rules; and
(D) vital statistics collections.
Arthur J. Szczerba, M.D., the Health Authority, or, Ellaheh Ebrahim, M.D., shall be
available twenty-four hours a day, seven days a week, to any emergency personnel who may
be exposed to a contagious disease while performing his or her duty, to make a determination
as to whether mandatory testing for a contagious disease should be initiated.
In addition, Arthur J. Szczerba, M.D., and/or Ellaheh Ebrahim, M.D., shall attend
annual Health Authority training and will be responsible for ensuring they receive a minimum
of 6 CME hours directly related to Public Health Emergency Preparedness. Certificate of
Attendance to the LHA training and CME training should be submitted to the Director of the
Health District no later than 30 days prior to the end of the contract period.
EXHIBIT “C”
DRUG-FREE WORKPLACE ACT CERTIFICATION
1. The Foundation certifies that it will provide a drug-free workplace by:
(a) Publishing a statement notifying employees that unlawfully manufacturing,
distributing, dispensing, possessing or using a controlled substance in the
Foundation’s workplace is prohibited and specifying the actions that will be
taken against employees for violation of such prohibition.
(b) Establishing a drug-free awareness program to inform employees about:
(1) The dangers of drug abuse in the workplace;
(2) The Foundation’s policy of maintaining a drug-free workplace;
(3) Any drug counseling, rehabilitation, and employee assistance programs
that are available; and
(4) The penalties that may be imposed upon employees for drug abuse
violations occurring in the workplace.
(c) Making it a requirement that each employee to be engaged in the performance
of the Agreement be given a copy of the statement required by paragraph (a).
(d) Notifying the employee in the statement required by paragraph (a) that, as a
condition of employment under the Agreement the employee will:
(1) Abide by the terms of the statement; and
(2) Notify the employer of any criminal drug statute conviction for a
violation occurring in the workplace no later than five (5) days after
such a conviction.
(e) Notifying the District within ten (10) days after receiving notice under
subparagraph (d)(2), from an employee or otherwise receiving actual notice of
such conviction.
(f) Taking one of the following actions, within thirty (30) days of receiving notice
under subparagraph (d)(2), with respect to any employee so convicted:
(1) Taking appropriate personnel action against such an employee, up to
and including termination; or
(2) Requiring such an employee to participate satisfactorily in a drug abuse
assistance or rehabilitation program approved for such purposes by a
federal, state or local health, law enforcement, or other appropriate
agency.
(g) Making a good faith effort to continue to maintain a drug -free workplace
through implementation of paragraphs (a), (b), (c), (d), (e), and (f).
2. The Contractor’s headquarters is located at the following address. The addresses of all
other workplaces maintained by the Contractor are provided on an accompanying list.
Name of Contractor:
Arthur J. Szczerba, M.D.
Ellaheh Ebrahim, M.D
North Central Texas Medical Foundation
Street of Address: 1301 Third Street
City: Wichita Falls
County: Wichita
State: Texas
Zip Code: 76301
Signed by: ______________________________ ____________________
Arthur J. Szczerba, M.D. Date
Signed by: ______________________________ ____________________
Ellaheh Ebrahim M.D. Date