HomeMy WebLinkAboutRes 2021-02-866 Questcare Medical AgreementCITY OF ANNA, TEXAS
RESOLUTION NO. L0 Al � Qj � (a
A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING AND
AUTHORIZING A MEDICAL DIRECTOR SERVICES AGREEMENT WITH
QUESTCARE MEDICAL SERVICES, PLLC IN SUPPORT OF EMS SERVICES.
WHEREAS, the City Council of the City of Anna, Texas ("City Council") finds that the
City of Anna Fire Chief — in furtherance of the Fire Department's purpose of preserving
and protecting the public health and safety of the City 's residents — has, after extensive
research, recommended that the City enter an agreement with Questcare Medical
Services PLLC; and,
WHEREAS, the City of Anna, Texas (the "City") approved the purchase of a transport
ambulance at the meeting held on 6/23/2020; and,
WHEREAS, the City's Financial Policy adopted on September 28, 2010 by Ordinance
No. 511 -201 0 requires that all purchases exceeding $50,000 must be purchased under
formal competitive sealed bidding rules or as otherwise permitted by the Texas Local
Government Code under Chapters 252 and 271; and
WHEREAS, Section 252.022(a)(2) of the Texas Local Government Code exempts
from competitive bidding a procurement necessary to preserve or protect the public
health or safety of the municipality's residents; and
WHEREAS, the City's Fire Chief has advised the Council and the Council has found
and determined that the purchase of the ambulance to include all related equipment
and necessary billing services is necessary and essential to preserve the public health
or safety of the City's residents; and
WHEREAS, the City Attorney has advised that based on these findings competitive
bidding is not required for the purchase of firefighting equipment as it falls under the
exemption in Section 252.022(a)(2) of the Texas Local Government Code; and
WHEREAS, the purpose of Title 22, Chapter 197 of the Texas Administrative Code the
("Regulations") is to facilitate the most appropriate utilization of the skills of physicians
who delegate health care tasks to qualified emergency medical services personnel and
to enhance the ability of EMS systems to assure adequate medical direction of all
advanced prehospital providers and many basic level providers, as well as compliance
by personnel and facilities with minimum criteria to implement medical direction of
prehospital services; and
WHEREAS, the Regulations mandate that all emergency medical services providers
that provide Advanced Life Support have an on-line or off-line physician medical
director; and
RESOLUTION NO. PAGE 1 OF 3
Medical Control Services Agreement
WHEREAS, the Regulations mandate that the medical director shall be: (i) a physician
licensed to practice in Texas and registered as an EMS Medical Director with the
Texas Department of State Health Services; (ii) familiar with the design and operations
of EMS systems; (iii) experienced in pre -hospital emergency care and emergency
management of ill or injured patients; and (iv) actively involved in/or knowledgeable
about:
(a) the training and/or continuing education of EMS personnel, under
the Medical Director's direct supervision, at their respective levels
of certification;
(b) the medical audit, review, and critique of the performance of EMS
personnel under his or her direct supervision;
(c) the administrative and legislative environments affecting regional
and/or state pre -hospital EMS organizations;
(d) local multi -casualty plans;
(e) dispatch and communications operations of pre -hospital
emergency units; and
(f) laws and regulations affecting local, regional, and state EMS
operations; and
WHEREAS, EMS Service and Provider desire to enter into this Agreement, whereby
Provider will provide EMS services with a physician licensed in the State of Texas and
registered as an EMS Medical Director with the Texas Department of State Health
Services (the "Medical Director" and an Associate Medical Director, both listed in
Schedule I attached hereto, which may be amended from time to time); and
WHEREAS, EMS Service and Provider have determined that it is in their mutual best
interests to enter into this Agreement;
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
ANNA, TEXAS, THAT:
Section 'I. Recitals Incorporated.
The recitals above are incorporated herein as if set forth in full for all purposes.
Section 2. Authorization of Contract Award.
The City Council hereby authorizes the City Manager to execute on its behalf, subject
to legal review and approval by the City Attorney, a service agreement with Questcare
Medical Services PLLC for the purpose of medical direction and control.
RESOLUTION NO. g � PAGE 2 OF 3
Medical Control Services Agreement
PASSED AND APPROVED by the City Council of the City of Anna, Texas, on this
23rd day of February 2021.
ATTEST:
City Secretary Carrie L. Land
RESOLUTION NO. S(p(
Medical Control Services Agreement
OFiiA/V PROVED:
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PAGE3OF3
DocuSign Envelope ID: 06F6EB84-651B-4B01-AOD2-B76A3851306E
MEDICAL DIRECTOR SERVICES AGREEMENT
This Medical Director Services Agreement (this "Agreement") is entered into by and
between Questcare Medical Services, PLLC (the "Provider"), a professional limited liability
company organized and authorized to conduct business in the state of Texas and City of Anna,
Texas ("EMS Service"). This Agreement is entered into and effective March 1", 2021, the
"Effective Date"). Provider and EMS Service are each a "Party" and collectively, are the
"Parties."
RECITALS:
WHEREAS, the purpose of Title 22, Chapter 197 of the Texas Administrative Code
the ("Regulations") is to facilitate the most appropriate utilization of the skills of physicians
who delegate health care tasks to qualified emergency medical services personnel and to
enhance the ability of EMS systems to assure adequate medical direction of all advanced
prehospital providers and many basic level providers, as well as compliance by personnel and
facilities with minimum criteria to implement medical direction of prehospital services; and
WHEREAS, the Regulations mandate that all emergency medical services providers
that provide Advanced Life Support have an on-line or off-line physician medical director;
and
WHEREAS, the Regulations mandate that the medical director shall be: (i) a
physician licensed to practice in Texas and registered as an EMS Medical Director with the
Texas Department of State Health Services; (ii) familiar with the design and operations of
EMS systems; (iii) experienced in pre -hospital emergency care and emergency management
of ill or injured patients; and (iv) actively involved in/or knowledgeable about:
(a) the training and/or continuing education of EMS personnel, under
the Medical Director's direct supervision, at their respective levels
of certification;
(b) the medical audit, review, and critique of the performance of EMS
personnel under his or her direct supervision;
(c) the administrative and legislative environments affecting regional
and/or state pre -hospital EMS organizations;
(d) local multi -casualty plans;
(e) dispatch and communications operations of pre -hospital
emergency units; and
(f) laws and regulations affecting local, regional, and state EMS
operations; and
WHEREAS, EMS Service and Provider desire to enter into this Agreement, whereby
Provider will provide EMS services with a physician licensed in the State of Texas and
registered as an EMS Medical Director with the Texas Department of State Health Services
the "Medical Director" and an Associate Medical Director, both listed in Schedule I attached
hereto, which may be amended from time to time); and
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WHEREAS, EMS Service and Provider have determined that it is in their mutual best
interests to enter into this Agreement;
NOW, THEREFORE, in consideration of the mutual promises herein contained, the
parties agree as follows:
SECTION I
ENGAGEMENT; TERM OF AGREEMENT
Section 1.01. EMS Service Engages Provider. EMS Service hereby agrees to
engage Provider (and Provider consents so to be engaged) as its sole and exclusive provider
of a Medical Director for the Medical Director services described in Section IV (the
"Services") herein during the Term (as such term is hereinafter defined).
Section 1.02. EMS Service Agt•ees to Pay Provides' Compensation for Servvices as
set out in Section III. In consideration for Provider's agreement to be engaged by EMS
Service and in further consideration of the considerable time, expense and effort undertaken
by Provider to provide the Services, EMS Service agrees to (a) pay Provider pursuant to the
provisions of Section III, and (b) provide the minimum notices for termination as set forth in
Section II.
Section 1.03. Initial Term and Extensions. The Initial Term of this Agreement is
for a period of twelve (12) months commencing March 1st, 2021 and expiring February
28th, 2022 provided either party may terminate this Agreement pursuant to Section II of this
Agreement (the "Initial Term"). Upon completion of the Initial Term, this Agreement shall
become renewable annually and in full force until the parties to this Agreement terminate the
relationship via guidelines set forth in Section II of this Agreement.
SECTION II
TERMINATION
Section 2.01. Ter�raination without Cause. During the initial one hundred and twenty
(120) days of the Initial Term, either party may, without cause, terminate this agreement with
thirty (30) days advance written notice to the other party. Thereafter, this Agreement may be
terminated by either party, without cause, upon sixty (60) days advance, written notice to the
other party.
Section 2.02. Termination with Cause. Either party may terminate this Agreement
with cause if the other party is in "material default" under the terms and conditions of this
Agreement and the default is not cured within fifteen (15) days of receipt of written notice
specifying the material default. For purposes of this contract, a "material default" shall mean:
(a) in the case of EMS Service, the failure to remit compensation to Provider as and when
required under this Agreement; or, (b) in the case of Provider, the substantial failure of
providing the Services as described pursuant to Section IV.
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Section 2.03. Method and Delivery of Written Notice. All notices permitted or
required under this Agreement shall be made,by personal delivery or via U.S. certified mail,
postage prepaid to the other party at their address set out on the signature page hereto (the
Parties may change their respective address for delivery of notices under this Agreement by
providing written notice of the change to the other Party in accordance with this paragraph).
SECTION III
COMPENSATION FOR SERVICES
Section 3.01. EMS Service agrees to pay Provider an annual retainer ofTwenty-Four
Thousand Dollars ($24,000.00), payable in twelve (12) equal payments of Two Thousand
Dollars ($2,000) on the first (lsday of each month in consideration for the Services, which
the Parties estimate to require approximately 160 hours of service per year. If this Agreement
is terminated for any reason, Provider shall only be entitled to a prorated portion of said
retainer in proportion to the number of days during the then current 12-month term before
such termination.
SECTION IV
MEDICAL DIRECTOR SERVICES
Section 4.01. Services.
The Medical Director (and Associate Medical Director in the event of Medical
Director's absence) shall implement and provide the following Services:
(a) establish and monitor compliance with EMS Service training guidelines which meet
or exceed the minimum standards set forth in Texas Department of State Health
Services EMS certification regulations;
(b) provide quarterly continuing education programs and participate in paramedic
shadowing programs;
(c) continuously monitor EMS Service personrrel's compliance with field performance
guidelines through chart review, direct field observation, and participate in a monthly
EMS Paramedic Advisory Committee meeting to include but not be limited to
Continuous Quality Improvement, planning, and protocol evaluation. If such
committee does not exist, assist in creating such a committee;
(d) function as the primary liaison between the EMS Service administration and the local
medical community, ascertaining and being responsive to the needs of each;
(e) maintain all medical licensm•e and certifications in good order;
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(f) review and approve the educational content of the EMS Service's curriculum for its
employees to certify its ongoing appropriateness and medical accuracy,
(g) review and approve of the quality of medical instruction, supervision, and evaluation
of the EMS Service's employees;
(h) commit to minimum of 8 hours of ride-alongs each month to evaluate the performance
of field personnel review and approve of the progress of EMS Service's employees;
(i) assist in the assurance of the competence of EMS Service's employees in the
cognitive, psychomotor, and affective domains;
(j) provide on-line direction that meets all the criteria outlined in the Texas Medical
Board regulations governing EMS medical directors and be responsible for
cooperative involvement with the EMS Service's director;
(lc) assist in implementing adequate controls to assure the quality of the delegated
responsibilities; and
(1) provide all other services required under applicable law or regulations.
SECTION V
APPOINTMENT OF MEDICAL DIRECTOR
AND RELATIONSHIP OF THE PARTIES
Section 5.01. Appointment of the Medical Director. The parties intend that an
independent contractor relationship and not an employer/employee relationship be created by
this agreement. The EMS Service is interested only in the results to be achieved and the
control of the Services shall lie solely with Provider including without limitation the means,
methods, sequences, procedures, and manner of provision of the Services. The Medical
Director is not considered to be an agent or employee of the EMS Service for any purpose,
but rather is an appointed official whose capacity as an appointed Medical Director may be
revoked by the EMS Service at any time. By approval of this agreement, the EMS Service
confnms the appointment of the Medical Director. The Parties understand that the Medical
Director appointed may be changed at any time by mutual, advance agreement of the Parties.
Section 5.02. Relationship of the Parties. It is understood that the Medical Director
is in no way vicariously liable for the conduct of the EMS Service employees. It is also
understood that the EMS Service is in no way vicariously liable for the conduct of the Medical
Director. It is understood that Provider and Medical Director are free to contract for similar
services to be formed for other services while under contract with the EMS Service.
SECTION VI
INSURANCE AND LIABILITY
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Section 6.01. Insurance and Liability. Provider shall provide Medical Director malpractice
insurance coverage applicable to the provision of Services under this Agreement of
$1,000,000.00 per occurrence / $ 3,000,000.00 in the aggregate. Such insurance shall expressly
cover the activities of the Medical Director in the role as Medical Director,
SECTION VII
MISCELLANEOUS
Section 7.01. Ai<nendnaent or Modification. This Agreement may be amended or
modified from time to time only by written instrument signed by both Parties.
Section 7.02. Section Headings. The headings in this Agreement are inserted for
convenience and identification only and are in no way intended to describe, interpret, define,
or limit the scope, extent, or intent of this Agreement or any provision hereof.
Section 7.03. Severability. Every provision of this Agreement is intended to be
severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such
illegality or invalidity shall not affect the validity of the remainder of this Agreement and the
illegal or invalid provision shall be enforced to the maximum extent possible to still be legal
and valid.
Section 7.04. Goverr:ingLuw and Yenue. THIS AGREEMENT IS GOVERNED
BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF TEXAS, EXCLUDING ANY CONFLICT -OF -LAWS RULE OR
PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE
CONSTRUCTION OF THIS OPERATING AGREEMENT TO THE LAW OF
ANOTHER JURISDICTION. If any provision of this Agreement or the application thereof
to any party or circumstance is held invalid or unenforceable to any extent, the remainder of
this Agreement and the application of that provision to other parties or circumstances is not
affected thereby and that provision shall be enforced to the greatest extent permitted by law.
EMS Service understands and agrees that Provider and/or Medical Director will be
performing this contract in Anna, Texas. The venue for any disputes or causes of actions that
may arise out of this Agreement is a court of competent jurisdiction in Collin County.
Section 7.05. Countemarts . This Agreement may be executed in any number of
counterparts with the same effect as if the Parties had all signed the same document. All
counterparts shall be construed together and shall constitute one instrument.
Section 7.06. Successors and Assigns. Each and every covenant, term, provision,
and agreement herein contained shall be binding upon each of the Parties and their respective
heirs, legal representatives, successors, and assigns and shall inure to the benefit of each of
the Parties.
Section 7.07. Construction, Sections, Exhibits, Etc. Whenever the context requires,
the gender of all words used in this Agreement includes the masculine, feminine, and neuter.
Each reference to a "Section" herein is, unless specifically indicated otherwise, a reference to
a section of this Agreement. Each reference to a "Schedule" or "Exhibit" herein is, unless
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specifically indicated otherwise, a reference to a schedule or exhibit attached hereto, all of
which are made a part hereof for all purposes.
Section 7.08. Entire Agreement. This Agreement sets forth the entire agreement
among the parties hereto with respect to the subject matter hereof and supersedes all prior
arrangements and understandings, if any, related hereto.
Section 7.09. Confidentiality. The terms and conditions of this Agreement are
confidential and neither Party shall release any of the terms hereof to any third party without
the prior written consent of the other party, except to the extent necessary to comply with law,
including public information requests, the valid order of a court of competent jurisdiction, or
the valid order or requirement of a governmental agency.
[Signature page follows)
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DocuSign Envelope ID: 06F6EB84-65113-41301-AOD2-B76A3851306E
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
Effective Date:
City 01 nna, T as
By
Title: Ci,4q M x Ka y r
Address: P. p • No 14 '11(n
Questcare Medical Services, PLLC
/�DocuSigned by:
By:
Title: Attorney -in -Fact
Address: Questcare Medical Services, PLLC
13737 Noel Road, Suite 1600
Dallas, TX 75240
With Copy to:
c/o Legal Department
Envision Physician Services
7700 W. Sunrise Blvd. Mailstop PL-6
Plantation, FL 33322
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DocuSign Envelope ID: 06HEB84-65113-4801-AOD2-676A3851306E
Schedule I
Medical Director
Eric Pearlman, MD, will serve as Medical Director
Adam Klaff, PAC will serve as the Associate Medical Director.
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