Loading...
Res 084-2020 MOA with Robert McBroom, MD, FACP for Medical Services 9/15/2020Resolution No. 84-2020 Resolution authorizing the execution of a Memorandum of Agreement between the City of Wichita Falls Robert McBroom, MD, FACP 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 Dr. McBroom 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 Robert McBroom, MD, FACP for the provision of medical services for the Wichita Falls -Wichita County Public Health District, is hereby approved, and the City Manager is authorized to execute said Agreement on behalf of the City of Wichita Falls. PASSED AND APPROVED this the 15th day of September 2020. MAYOR ATTEST: �B ity Clerk MEMORANDUM OF AGREEMENT This Agreement is made and entered into by and between Robert McBroom M.D., FACP, and the City of Wichita Falls, Texas, a home rule municipal corporation, hereinafter referred to as "City," by and through 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. WITNESSETH: 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, Dr. McBroom is legally qualified to practice medicine under the laws of the State of Texas; and WHEREAS, Dr. McBroom, was previously appointed as 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, Dr. McBroom, an independent physician was previously appointed as Health Authority and said Physician meets the requirements of Section 121.022 of the TEXAS HEALTH AND SAFETY CODE and is willing to render professional services for the District as provided herein. NOW, THEREFORE, City hereby engages the services of Dr. McBroom, 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. H. TERM The term of this Agreement shall be a 12-month period beginning on October 1, 2020 ending on September 30, 2021. This Agreement may be terminated by City as provided herein. III. MEDICAL DIRECTOR 3.01 Medical Director. Dr. McBroom will serve as 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. Dr. McBroom has been appointed as 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 of this Agreement. IV. COMPENSATION/OWNERSHIP OF DOCUMENTS 4.01 Compensation. In consideration for the services to be rendered under this Agreement, including all expenses, Dr. McBroom shall be paid a fee not to exceed $100,000 annually to be paid in a monthly sum of $8,333.33. It is agreed by Dr. McBroom, and the City that in consideration of the aforementioned monthly stipend, Dr. McBroom shall conduct on a weekly basis a Tuberculosis Clinic as a part of the services to be rendered pursuant to this agreement. The Tuberculosis Clinic shall be conducted at no additional cost to the City. Dr. McBroom may invoice City on a monthly basis. 4.02 Fiscal Funding. Dr. McBroom and the 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 does not approve the appropriation of funds for this Agreement, the parties agree 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, Dr. McBroom 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. 4.04 Ownership of Documents. Notwithstanding any provision herein to the contrary, all client or patient records created as a result of the District's services shall be the property of the District. After termination of the Agreement Dr. McBroom will be provided access to and copies of patient records upon request and in compliance with HIPAA regulations. V. SUCCESSORS AND ASSIGNS/AGENTS OR ASSISTANTS 5.01 Successors and Assigns. City and Dr. McBroom each bind themselves, their successors, executors, administrators and assigns to the other party to this Agreement. Neither City nor Dr. McBroom 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 without 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 Dr. McBroom to perform his duties hereunder, Dr. McBroom may engage, at the sole expense of Dr. McBroom, 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 Dr. McBroom at his sole cost and expense. Dr. McBroom 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 Dr. McBroom from his 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 Dr. McBroom, with an 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 Dr. McBroom is the agent, servant, or other employee of independent contractor of Dr. McBroom and that he 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. The City shall cooperate with Dr. McBroom by providing an available space for meetings, medical evaluation and treatment, and administrative space as mutually agreed upon at the District. VII. INSURANCE AND CERTIFICATES OF INSURANCE Dr. McBroom shall obtain, at his own expense, Professional Errors, and Omissions insurance, which will pay for 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. Dr. McBroom shall not start work under this Agreement until he has obtained at its own expense all of the insurance required hereunder, and such insurance has been approved by the City of Wichita Falls Legal Department. Any subcontractor of Dr. McBroom shall be required to carry the same insurance as Dr. McBroom. To establish procurement of Professional Errors and Omissions insurance, Dr. McBroom shall not work under this Agreement until (1) he has furnished to the City a Certificate of Insurance, and (2) the insurance has been approved by the Legal Department of the City of Wichita Falls. It is the express duty of Dr. McBroom to notify the District 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 Dr. McBroom's receipt of notice of change. VIII. INDEPENDENT CONTRACTOR Dr. McBroom covenants and agrees that he is an independent contractor and not an officer, agent, servant or employee of City; that Dr. McBroom 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, subcontractors, and consultants; that the doctrine of respondeat superior shall not apply as between City and Dr. McBroom , his contractors, subcontractors, and consultants, and nothing herein shall be construed as creating a partnership or joint enterprise between City and Dr. McBroom. IX. GOVERNMENTAL FUNCTION CLAUSE All parties agree that this contract is one wherein the City is solely performing a governmental function. All parties expressly agree that the City is not engaging in any propriety functions. X. TERNIINATION 10.01 Option. Either party 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. 10.02 Cause. With written notice, City reserves the right to terminate this Agreement upon breach of any term or provision of this Agreement by Dr. McBroom ; or if at any time during the term of this Agreement, Dr. McBroom 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. If Dr. McBroom has taken reasonable steps to cure any such default after written notice thereof, this Agreement shall continue and not terminate presuming the default is cured within a reasonable time period. Any such act by City shall not be deemed a waiver of any other right or remedy of City nor shall this section invalidate or supersede any other section of this Agreement. 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, Dr. McBroom shall be liable for and shall reimburse City for such excess. XI. EQUAL OPPORTUNITIES Dr. McBroom 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. XII. APPLICABLE LAW Dr. McBroom shall at all times observe and comply with all federal, state and local laws, ordinances and regulations, which in any manner affect Dr. McBroom or the work, and shall indemnify and save harmless City against any claim arising from the violation of any such laws, ordinances and regulations by Dr. McBroom. If Dr. McBroom observes that the work is at variance therewith, Dr. McBroom shall promptly notify City in writing. If Dr. McBroom performs any work knowing it to be contrary to such laws, ordinances, rules and regulations, and without such notice to City, Dr. McBroom 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 Dr. McBroom shall be subject to the drug -free workplace requirements as set forth by the City of Wichita Falls. XVI. SMOKE -FREE ENVIRONMENT Dr. McBroom shall at all times prohibit the use of tobacco products, whether smoking or smokeless, within any and all space occupied or used by him pursuant to this Agreement. XVII. 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. XVIII. CONTRACTUAL DAMAGES LIMITATION CLAUSE All parties agree that damages in this contract are limited only to those authorized under Texas Local Government Code Section 271.153. Specifically, the City is not liable for consequential damages or exemplary damages. XIX. WAIVER OF ATTORNEY'S FEES If any action at law or in equity is necessary to enforce this Agreement, each party agrees to pay its own attorneys' fees and will not seek to recover its own attorneys' fees from the other party. Dr. McBroom understands that Texas Local Government Code subchapter I, §271.153(a)(3) provides that the total amount of money awarded in an adjudication brought against a governmental entity for breach of a contract includes attorneys' fees. Both Dr. McBroom and City expressly waive all statutory rights to recover attorneys' fees pursuant to §2710153(a)(3) and all other law. XX. GOVERNING LAwNENUE The parties agree that any legal action regarding this Agreement or its provisions shall be brought in District Court in Wichita County, Texas, and both parties consent to the jurisdiction of such courts and waive any objections to such jurisdiction. XXI. PARAGRAPH HEADINGS The descriptive headings of the several Articles, Sections and Paragraphs contained in this Agreement are inserted for convenience only, and shall not control or affect the meaning or construction of any of the provisions hereof. XXII. 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. IN WITNESS WHEREOF, the parties have executed this Agreement on the dates indicated below. Date: Date: Robert McBroom, M.D., FACP 3005 Lansing Blvd 9130 Wichita Falls, Texas 76309 Darron J. Leiker, City Manager P. O. Box 1431 Wichita Falls, Texas 76307 Approved as to Form: Attest: City Attorney City Clerk 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 patients • 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 maintain 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 concerning 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 Infection Clinic Contractor Responsibilities • Review lab results (Includes both in -office and phone consultations) • Chart review (Physician must review all client records) • 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. • Provide one STI clinic weekly 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 health; 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. Dr. McBroom, the Health Authority, shall be available twenty-four hours a day, seven days a week, either in person or by phone 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, Dr. McBroom 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. Signed by: