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HomeMy WebLinkAboutResolution No. 2016-057CITY OF THE COLONY, TEXAS RESOLtiTION NO. 2016-057 A RESOLUTION OF THE CITY OF THE COLONY, TEXAS, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT BETWEEN THE CITY OF THE COLONY, :MEDICAL CENTER OF PLANO, AND DOCTOR BRANDON :MEEK TO PROVIDE MEDICAL CONTROL SERVICES TO THE EMS PERSONNEL OF THE COLONY FIRE DEPARTMENT; PROVIDING AN EFFECTIVE DATE. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS: Section 1. That the City Manager of the City of The Colony, Texas, is hereby authorized and empowered to execute a contract with :Medical Center of Plano and Doctor Brandon Meek to provide medical control services to the EMS personnel of The Colony Fire Department. Section 2. That a true and correct copy of the agreements is attached hereto and incorporated herein. Section 3. That this resolution shall take effect immediately from and after its passage. PASSED AND APPROVED by the City Council of the City of The Colony, Texas, this 4th day of October, 2016. A TE T:co p (.tN Tina Stewart, TRMC, City Secretary APPROVED AS TO FORM: eff :Moore, Cjity Attorney ;�e e McCo , Mayor City of The Colony, Texa PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN THE CITY OF THE COLONY, TEXAS AND COLUMBIA MEDICAL CENTER OF PLANO SUBSIDIARY, L.P., DBA :MEDICAL CENTER OF PLANO 70 -16 -09 -Medical THIS AGREEMENT is made and entered by and between the CITY OF THE COLONY, TEXAS, a home -rule municipal corporation, hereinafter referred to as "City", and COLUMBIA MEDICAL CENTR OF PLANO SUBSIDIARY, L.P., DBA MEDICAL CENTER OF PLANO, a Texas limited partnership, hereinafter referred to as "Professional" to be effective from and after the date as provided herein. WITNESSETH: WHEREAS, the City desires to contract with Professional for Medical Advisory Services, including the services of a licensed physician to serve as Medical Director with all its attendant duties, hereinafter referred to as the "Project", and WHEREAS, Professional desires to render such services for the City upon the terms and conditions provided herein NOW, THEREFORE, for and in consideration of the covenants contained herein, and for the mutual benefits to be obtained hereby, the parties hereto agree as follows I. ENGAGEMENT The City hereby agrees to retain Professional to perform professional services in connection with Medical Advisory Services and Professional agrees to perform such services in accordance with the terms and conditions of the Agreement. II. SCOPE OF SERVICE The parties agree that professional shall perform such services as are further described in the Solicitation 70 -16 -09 -Medical RFQ for Medical Advisory Services attached hereto and incorporated herein as Exhibit "A" and with the Professional's response to RFQ No 70 -16 -09 -Medical Request for Qualifications for Medical Advisory Services also attached hereto and incorporated herein as Exhibit "B". The parties understand and agree that deviations or modifications in the Solicitation 70 -16 -09 -Medical RFQ for Medical Advisory Services may be authorized from time to time by the City, but said authorization must be made in writing. III. TERM OF AGREEMENT The initial term of this agreement shall be a period of two (2) years commencing on Oc_t loer LA,2-01(pand ending on OL�ef 4,;?C1'% provided however, that the City shall have the right and option to extend the term hereof by up to three (3) additional twelve (12) month periods by giving written notice to Professional of City's election to extend the term hereof , such notice to be given not more than ninety (90) days prior to the expiration of the initial term or the immediately preceding term Professional Services Agreement Page 1 IV. PAYMENT Payments hereunder shall be made to Professional following City's acceptance of the work and within thirty (30) days of receiving Professional's invoice for the services delivered Compensation for services provided is outlined in Exhibit "C" Professional recognizes that this Contract shall commence upon the effective date herein and continue in full force and effect until termination in accordance with its provisions. V. INSURANCE Professional agrees to meet all insurance requirements, and to require all consultants who perform work for Professional to meet all insurance requirements, as set forth in Exhibit "D", which is attached hereto and hereby made a part of this agreement. VI. INDEMNIFICATION PROFESSIONAL AGREES TO DEFEND, INDEMNIFY AN HOLD THE CITY AND ITS RESPECTIVE OFFICERS, AGENTS AND EMPLOYEES, HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS, JUDGEMENTS, FINES, PENALTIES, COSTS AND EXPENSES FOR PERSONAL INJURY (INCLUDING DEATH), PROPERTY DAMAGE OR OTHER HARM OR VIOLATIONS FOR WHICH RECOVERY OF DAMAGES, FINES, OR PENALTIES IS SOUGHT, SUFFERED BY ANY PERSON OR PERSONS, THAT MAY ARISE OUT OF OUR BE OCCASONED BY PROFESSIONAL'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THEIS CONTRACT, VIOLATIONS OF LAW, OR BY ANY NEGLIGENT, GROSSLY NEGLIGENT, INTENTIONAL OR STRICTLY LIABLE ACT OR OMISSION OF THE PROFESSIONAL, ITS OFFICERS, AGENTS, EMPLOYEES, INVITEES, SUBCONTRACTORS, OR SUB -SUBCONTRACTORS AND THEIR RESPECTIVE OFFICERS, AGENTS, OR REPRESENTATIVE, OR ANY OTHER PERSONS OR ENTITIES FOR WHICH THE PROFESSIONAL IS LEGALLY RESPONSIBLE IN THE PERFORMANCE OF THIS CONTRACT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH SHALL NOT APPLY TO ANY LIABILITY RESULTING FROM THE SOLE NEGLIGENCE OF THE CITY, AND ITS OFFICERS, AGENTS, EMPLOYEES OR SEPARATE CONTRACTORS. THE CITY DOES NOT WAIVE ANY GOVERNMENTAL IMMUNITY OR OTHER DEFENSES AVAILABLE TO IT UNDER TEXAS OR FEDERAL LAW THE PROVISIONS OF THIS PARAGRAPH ARE SOLELY FOR THE BENEFIT OF THE PARTIES HERETO AND ARE NOT INTENDED TO CREATE OR GRANT ANY RIGHTS, CONTRACTUAL OR OTHERWISE, TO ANY OTHER PERSON OR ENTITY. PROFESSIONAL AT ITS OWN EXPENSE IS EXPRESSLY REQUIRED TO DEFEND CITY AGAINTS ALL SUCH CLAIMS CITY RESERVES THE RIGHT TO PROVIDE A PORTION OR ALL OF ITS OWN DEFENSE HOWEVER, CITY IS UNDER NO OBLIGATION TO DO SO. ANY SUCH ACTION BY CITY IS NOT TO BE CONSTRUED AS A WAIVER OF PROFESSIONAL'S OBLIGATION TO DEFEND CITY OR AS A WAIVER OF PROFESSOINAL'S OBLIGATION TO INDEMNIFY CITY PURSUANT TO THIS AGREEEMENT. PROFESSIONAL SHALL RETAIN DEFENSE COUSEL WITHIN SEVEN (7) BUSINESS DAYS OF CITY'S WRITTEN NOTICE THAT CITY IS INVOKING ITS RIGHT TO INDEMNIFICATION UNDER THIS AGREEMENT. IF PROFESSIONAL FAILS TO RETAIN COUNSEL WITHIN THE REQUIRED TIME PERIOD, CITY SHALL HAVE THE RIGHT TO RETAIN DEFENSE COUNSEL ON ITS OWN BEHALF AND PROFESSIONAL SHALL BE LIABLE FOR ALL COSTS INCURRED BY THE CITY. Professional Services Agreement Page 2 VII. COMPLIANCE WITH APPLICABLE LAWS Professional shall at all times observe and comply with all Federal, State and local laws, ordinances and regulations including all amendments and revisions hereto, with in any manner affect Professional or the services, and SHALL INDEMNIFY AND SAVE HARMLESS CITY AGAINST ANY CLAIM RELATED TO OR ARISING FROM THE VIOLATION OF ANY SUCH LAWS, ORDINANCES AND REGULATIONS WHETHER BY PROFESSIONAL, ITS EMPLOYEES, OFFICERS, AGENTS, SUBCONTRACTORS, OR REPRESENATIVES. If professional observes that the services are at variance therewith, Professional shall promptly notify City in writing. VIII. INDEPENDENT CONTRACTOR Professional covenants and agrees that it is an independent contractor and not an officer, agent, servant or employee of City; that it 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 act and omissions of its officers, agents, employees, contractors, subcontractors and consultants, that the doctrine of respondent superior shall not apply as between City and Professional its officers, agents, employees, contractors, subcontractors and consultants, and mothering herein shall be construed as creating a partnership or joint enterprise between City and Professional IX. ASSIGNMENT AND SUBLETTING Professional agrees that neither this Agreement nor the work to be performed hereunder will be assigned or sublet without the prior written consent of the City. Professional further agrees that the assignment or subletting of any portion or feature of the work or materials required in the performance of this Agreement shall not relieve the Professional from its full obligations to the City as provided by this Agreement. X. AUDITS AND RECORDS Professional agrees that at any time during normal business hours and as often as City may deem necessary, Professional shall make available to representatives of the City for examination all of its records with respect to all matters covered by this Agreement, and with permit such representative of the City to audit, examine, copy and make excerpts or transcripts from such records, and to make audits of all contracts, invoices, materials, payroll, records of personnel, conditions of employment and other data relating to all matters covered by the Agreement, all for a period of here (3) years following the expiration of this Agreement, or for such other or longer period, if any, as many be required y applicable statute or other lawful requirement. XI. CONTRACT TERMINATION City may, at its option, with or without cause, and without penalty or prejudice to any other remedy it may be entitled to at law, or 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 Professional with the understanding that all services being terminated shall cease upon the date such notice is received unless otherwise indicated in writing by the City In the event of such termination, Professional shall deliver to City all finished or unfinished documents, data, studies, surveys, drawings, maps, models, reports, photographs or other items Professional Services Agreement Page 3 prepared by Professional in connection with this Agreement. Professional shall be entitled to compensation for any and all work completed to the satisfaction of City in accordance with the provisions of this Agreement prior to termination. XII. OWNERSHIP OF DOCUMENTS Upon termination of this Agreement, Professional shall transfer, assign and make available to City, or its representatives, all property and materials in its possession or control belonging to the City and paid for by the City In the event that the material, which is the subject of this Agreement, is copyrightable subject matter, Professional and City agree that for the purposes of this order the material shall be a work made for hire and the property of the City In the event that the material which is the subject of this Agreement is not copyrightable subject matter, or for any reason is determined not to be a work made for hire, then and in such event, Professional hereby assigns all right, title and interest to said material to City for the fees specified herein. XIII. TRADE SECRETS In conducting business and in anticipation of conducting business with Professional it may be necessary for the City to share trade secrets and/or other confidential and/or proprietary information or matter with Professional The parties agree that such information and the materials referenced in the Agreement, the results and developments therefrom are confidential and/or proprietary information belonging to the City Professional agrees not to disclose any third party any such trade secrets and/or confidential or proprietary information for its own separate benefit Professional will be responsible for its employees or agents complying with the provisions of this Agreement Similarly the City agrees that the Project created by this Agreement is intended solely for the use and benefit of Plano, Texas and any distribution to another destination marketing organization without the written consent of Professional is prohibited unless required by law or court order. The City will be responsible for its employees or agents complying with the provisions of this Agreement. XIV. COMPLETE AGREEMENT This Agreement, Including the Exhibits lettered "A" through "D", constitute the entire agreement by and between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous written or oral understandings. This Agreement may only be amended, supplemented, modified or canceled by a duly executed written Instrument Professional Services Agreement Page 4 XV. MAILING OF NOTICES Unless Instructed otherwise in writing, Professional agrees that all notices or communications to City permitted or required under this Agreement shall be addressed to City at the following address City agrees that all notices or communications to Professional permitted or required under this agreement shall be addressed to Professional at the following address, Columba Medical Center of Plano Subsidiary, L.P., dba Medical Center of Plano Attn Melissa McLeroy, Senor Vice President and Chief Financial Officer 3901 W 151h Street Plano, TX 75075 All notices or communications required to be given in writing by one party or the other shall be considered as having been given to the addressee on the date such notice or communication is posted by the sending party Professional Services Agreement Page 5 XVI. AUTHORITY TO SIGN The undersigned officers and/or agents of the parties hereto are the properly authorized officials and have the necessary authority to execute this Agreement on behalf of the parties hereto XVII. MISCELLANEOUS A Paragraph Headings: The paragraph headings contained herein are for convenience only and are not intended to define or limit the scope of any provision in this Agreement. B Agreement Interpretation: This is a negotiated Agreement, should any part be in dispute, the parties agree that the terms of the Agreement shall not be construed more favorably for either party C. Venue/Governing Law: The parties agree that the laws of the State of Texas shall govern this Agreement, and that it is performable in Collin County Texas Exclusive venue shall lie in Collin County, Texas. D. Successors and Assigns City and Professional and their partners, successors, subcontractors, executors, legal representatives, and administrators are hereby bound to the terms and conditions of this Agreement. E Severability In the event a term, condition, or provision of this Agreement is determined to be void, unenforceable, or unlawful by a court of competent jurisdiction, then that term, condition, or provision, shall be deleted and the remainder of the Agreement shall remain in full force and effect. F. Effective Date: C'Y-AZv oe r LA _ 20% 1p Professional Services Agreement Page 6 SIGNED on the date indicated below COLUMBIA MEDICAL CENTER OF PLANO SUBSIDIARY, L.P., DBA MEDICAL CENTER OF PLANO, a Texas limited partnership BY: COLUMBIA NORTH TEXAS SUBSIDIARY GP, LLC, A Texas limited liability Company, its General Partner Date l C-.' - I'L,1 (4 Date: � O • `'t By Name: N1U1559A ff)( Title. CA0 CITY OF THE COLONY, TEXAS By Na rd *-, Title t�Ll Professional Services Agreement Page 7 ACKNOWLEDGMENTS STATE OF TEXAS COUNTY OF This instrument was acknowleoged before me on the,ay of 201Ay A44091616 , (Authorized representative) (Title) of COLUMBIA NORTH TEXAS SUBSIDIARY GP, LLC, a Texas limited liability company, as General Partner of COLUMBIA MEDICAL CENTER OF PLANO SUBSIDIARY, L.P., DBA MEDICAL CENTER OF PANG, a Texas limited partnership, on behalf of said limited partnership. SHARON PURIFOY Notary Public, State of Texas My Commission Expires July 15. 2017 mm�,o• Notary Public, State of T//as STATE OF TEXAS COUNTY OF COLLIN is instfument was acknow drq d before me on the ay of O c m 6eK ^ , 201 j((Q by I/b� ulie\ qnq Title) CITY OF THE COLONY, TEXAS, a home -rule mLinicipal corporation, on behalf of said corpJration. TMSTEWART *: *= MY COMMISSION EXPIRES Febnary 14, 2019 Notary Public, State of Texas Professional Services Agreement Page 8