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Res 027-2016 3/1/2016 Resolution No. __27-2016_ Resolution authorizing the 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 th e provision 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: That certain 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, and the City Manager is authorized to execute said Agreement on behalf of the City of Wichita Falls. PASSED AND APPROVED this the 1st day of March, 2016. ______________________________ 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. 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, 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 practice 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, Ahmed A. Mattar, M.D., Director of the Residency and also Faculty Physician, was previously appointed as Medical Director and Arthur J. Szczerba, M.D., Faculty Physician, 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 de scribed in Exhibit “B” and incorporated herein; and WHEREAS, Ahmed A. Mattar M.D., was previously appointed as Health Authority and Arthur J. Szczerba, M.D. was previously appointed as Associate Health Authority for the District and said Faculty 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, 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 hereo f for all purposes, which are intended as guidelines and may be amended by mutual agreement. II. TERM The term of this Agreement shall be an 18 month period beginning on March 1, 2016 and ending on September 30, 2017. This Agreement may be terminated by City as provided herein. III. MEDICAL DIRECTOR 3.01 Medical Director. Ahmed A. Mattar, M.D., will serve as Medical Director and Arthur J. Szczerba, 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. Ahmed A. Mattar M.D., has been appointed as Health Authority and Arthur J. Szczerba, 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 of t his 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 $9,183.33 per month. 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. Such invoices shall be itemized to show services performed, expenses and corresponding charges. Foundation shall keep accurate records of its services and expenses incurred in the performance of this Agreement and shall make the same available to City and/or District for inspection and copying upon five (5) days notice thereof. These records shall be ke pt by Foundation for four (4) years following the expiration of this Agreement. The Foundation shall furnish to the District an itemized report of annual expenditures no later than the thirtieth (30th) day following the expiration of each fiscal year for w hich services are provided under this Agreement. 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 does 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, and subject to the terms of §3.02 herein, the Foundation shall be compensated only for actual expenses and fees incurred by Foundation in providing those services acceptable to District, which are within the scope of work under this Agreement to date of notice of termination. Expenses do not include overhea d 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 Health 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 transactions 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 rec eipt 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 withhold ing 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 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 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. Foundation shall be compensated only for actual expenses and fees for supplies and materials incurred by Foundation in providing services to the City that are within the scope of work under this Agreement. 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 agr ees 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 nece ssary 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 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 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 approved 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 City Manager 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 offici als, 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 of 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, subcontractors 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 s hall 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 and treated without regard to their race, age, color, religion, sex, disability, ancestry, national origin or place o f 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 Foundation 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 p aragraph, 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 portio ns 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 dru g-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 purs uant to this Agreement. XVII. 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. 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: Ahmed A. Mattar, M.D. Date: ___________________ By: _________________________________ Arthur J. Szczerba, 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: _______________________________ R. Kinley Hegglund, Jr., 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 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 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 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 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 fo r 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 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 Laboratory Contractor Responsibilities  For purposes of CLIA certification, the Medical Director also serves as “Medic al Director” of the Laboratory. The District contracts with a pathologist who serves as “Laboratory Consultant.” The Laboratory Consultant is responsible for Laboratory QA activities. Pharmacy Contractor Responsibilities  Serves as member of Therapeutics Committee  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. In addition to the foregoing, Ahmed A. Mattar, M.D., the Health Authority, or, Arthur J. Szczerba, 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. 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 ma intain 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: Ahmed A. Mattar, M.D. Arthur J. Szczerba, 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: ______________________________ ____________________ Ahmed A. Mattar, M.D. Date Signed by: ______________________________ ____________________ Arthur J. Szczerba, M.D. Date