18-R-123 - R Donovan Butter, DO, EMS Medical DirectionRESOLUTION NO. 18 -R -123
A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF
SCHERTZ, TEXAS AUTHORIZING THE ACTING CITY MANAGER TO
ENTER INTO AN AGREEMENT WITH R. DONOVAN BUTTER, D.O.
FOR EMS MEDICAL DIRECTION
WHEREAS, the City of Schertz EMS provides ambulance services to the City of Schertz
and other surrounding communities and emergency services districts; and
WHEREAS, a Medical Director is required for an EMS agency per Texas Administrative
Code, Title 25, Part 1, Chapter 157; and
WHEREAS, the State of Texas recognizes EMS as a physician -led medical practice with
delegated practice to certified EMS providers; and
WHEREAS, the delegation of practice to EMS providers requires patient care protocols,
appropriate oversight of the care provided and appropriate continuing education all provided by a
physician medical director; and
WHEREAS, the City has determined that this agreement should facilitate the
maintenance of quality services to patients served by the Department and in increasing the
administrative and management efficiency of the department; and
WHEREAS, the Medical Director is willing to enter into this agreement and undertake
the responsibility of providing the medical director services required by the City in accordance
with recognized medical standards and upon the terms and conditions set forth herein; and
WHEREAS, the Medical Director is experienced in the performance of the duties of
medical director of an emergency medical services department.
THEREFORE, City Staff recommends that City Council authorize the Acting City
Manager to enter into an agreement with R. Donovan Butter, D.O. for EMS Medical Direction.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS
THAT:
Section 1. The City Council hereby authorizes the Acting City Manager to enter into
an agreement with Robert Donovan Butter, DO for EMS Medical Direction with annual
compensation not to exceed $52,000 as set forth in the Agreement attached as Exhibit A.
Section 2. The recitals contained in the preamble hereof are hereby found to be true,
and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a
part of the judgment and findings of the City Council.
Section 3. All resolutions, or parts thereof, which are in conflict or inconsistent with
any provision of this Resolution are hereby repealed to the extent of such conflict, and the
provisions of this Resolution shall be and remain controlling as to the matters resolved herein.
Section 4. This Resolution shall be construed and enforced in accordance with the
laws of the State of Texas and the United States of America.
Section 5. If any provision of this Resolution or the application thereof to any person
or circumstance shall be held to be invalid, the remainder of this Resolution and the application
of such provision to other persons and circumstances shall nevertheless be valid, and the City
Council hereby declares that this Resolution would have been enacted without such invalid
provision.
Section 6. It is officially found, determined, and declared that the meeting at which
this Resolution is adopted was open to the public and public notice of the time, place, and subject
matter of the public business to be considered at such meeting, including this Resolution,. was
given, all as required by Chapter 551, Texas Government Code, as amended.
Section 7. This Resolution shall be in force and effect from and after its final
passage, and it is so resolved.
PASSED AND ADOPTED, this 11th day of September, 2018.
CITY OF,,,XY� ERTZ, TEXAS
R. Carpenter, Mayor
ATTEST:
Bren'da Dennis, City Secretary
EXHIBIT A
MEDICAL DIRECTOR AGREEMENT
A -1
Exhibit A
Specific Duties of the Medical Director include:
Will develop and review standards and protocols governing every aspect of prehospital
operations affecting patient care, and shall develop, implement and document a process for
monitoring compliance with those standards. Such standards shall govern dispatch center
operations, delivery of first responder services and ground ambulance services. All standards,
monitoring, actions and performance will be accomplished in accordance with the Texas
Medical Practice Act (Chapters 151 -165 of the Texas Occupations Code), Chapter 197 of the
Texas State Medical Board Rules, Chapter 773 of the Texas Health and Safety Code, or any
other relevant laws, regulations or rules;
Will be responsible for the Priority dispatching protocols, telephone protocols and pre - arrival
instruction protocols, as appropriate, for dispatching ambulances and first responders;
Will oversee the standards for training, testing, certifying and monitoring the performance of
ambulance personnel, and first responders;
Will approve the level of prehospital care which may be rendered by prehospital EMS
personnel upon their entry into the EMS system;
Will direct an effective system audit and quality assurance program to include chart reviews
and direct personal observation of first responder and ambulance service operations;
Will make formal recommendations on medically related aspects of operation of the EMS
including the inspection, evaluation, and approval of the system's performance
specifications;
Provide guidance with respect to equipment and supply standards for ambulance, first
responder vehicles, ordering, stocking and replacement of drugs, and compliance with laws
and regulations impacting upon the agency's acquisition, storage and use of those drugs;
At least annually, an assessment of each EMS provider as to whether the EMS provider has
demonstrated competency in the knowledge and skills an EMS provider must have to
competently perform the skills within the scope of practice of the EMS provider at that level;
Withdraw responsibility for EMS personnel for noncompliance with the Emergency Medical
Services Act, (Texas Health and Safety Code, Chapter 773) Chapter 197 of the Texas State
Medical Board Rules, accepted medical standards or other relevant laws, regulations or rules;
Will attend monthly clinical and staff meetings as appropriate;
Other services as agreed upon by the Director of the Department and the Medical Director.
EMS Medical Director Agreement
This Medical Director Agreement (this "Agreement ") is between the City of Schertz, Texas (the
"City ") and R. Donovan Butter, D.O.( the "Medical Director ").
Recitals
WHEREAS, the City of Schertz EMS provides ambulance services to the surrounding
communities and emergency services districts; and
WHEREAS, a Medical Director is required for an EMS agency per Texas Administrative
Code, Title 25, Part 1, Chapter 157; and
WHEREAS, the State of Texas recognizes EMS as a physician -led medical practice with
delegated practice to certified EMS providers; and
WHEREAS, the delegation of practice to EMS providers requires appropriate oversight
to ensure quality of care and the safety of patients cared for within the practice; and
WHEREAS, the City has determined that this agreement should facilitate the
maintenance of quality services to patients served by the Department and in increasing the
administrative and management efficiency of the department; and
WHEREAS, the Medical Director is willing to enter into this agreement and undertake
the responsibility of providing the medical director services required by the City in accordance
with recognized medical standards and upon the terms and conditions set forth herein; and
WHEREAS, the Medical Director is experienced in the performance of the duties of
medical director of an emergency medical services department.
Now, Therefore, in consideration of the mutual promises of the parties hereto, and of the
covenants and conditions hereinafter expressed, the parties hereby agree and covenant, each with
the other, as follows:
1. Medical Director's Representations and Warranties
The Medical Director hereby represents and warrants to the City as follows:
1.1 Licensure. The Medical Director is and at all times during the term hereof shall remain,
duly licensed and in good standing under the laws of the State of Texas to engage in the
unrestricted practice of medicine and to administer and prescribe controlled substances. The
Medical Director represents and warrants that his license to practice medicine and certificate
to prescribe controlled substances in the State of Texas or in any other jurisdiction has never
been denied, terminated suspended, probated, revoked voluntarily relinquished under threat
of disciplinary action, or restricted in any way.
1.2 Disclosure and Notice. The Medical Director shall immediately notify the City in
writing in the event that the representation concerning the Medical Director set forth in this
Agreement within the knowledge of the Medical Director is no longer true, correct, or
complete. The Medical Director agrees to notify the City in writing within five (5) calendar
days of the receipt of notice of the commencement of any investigation into (or regulatory
action involving) his practice or concerning his or her medical license by the State of Texas
Board of Medical Examiners, the Texas Attorney General, the Office of Inspector General,
the United States Justice Department, or any entity of Federal State, or Local Government.
2. Medical Director's Obligations
2.1 Appointment of Medical Director. The City hereby engages the Medical Director to
serve as Medical Director of the Department, and the Medical Director hereby accepts such
engagement, all subject to terms and conditions of this Agreement.
2.2 Services. The Medical Director shall provide the services set forth on Exhibit A during
the hours set forth on Exhibit A and incorporated herein by reference.
2.3 City Approval. Notwithstanding the foregoing, the Medical Director's engagement to
serve as Medical Director of the Department shall be subject to the City's continuing
approval. The City shall be entitled, with or without prior notice to refuse the Medical
Director permission to utilize any City facility or equipment if such action is deemed by the
City necessary or advisable in the best interest of patient care.
2.4 Medical Records. The Medical Director shall approve accurate and complete medical
records in accordance with Section 6.
2.5 Risk Management. The Medical Director shall cooperate with the Director of the
Department.
2.6 Quality Assurance/ Utilization Review and Peer Review Programs. In addition to any
particular services to be provided by the Medical Director set forth on Exhibit A, the Medical
Director shall, if requested by the Director of the Department, assist the Director of the
Department in developing, implementing, monitoring and reviewing the quality assurance,
utilization review and peer review programs, procedures, guidelines and policies which relate
to the Department's medical activities and as such required by City policies, by Medicare
Law and regulations, by the standards or reports of all applicable regulatory, licensing, or
accrediting agencies. If any regulatory, accrediting, or licensing agency or the City should
determine that the Department does not meet or exceed the acceptable standards prescribed
and which are the responsibility of the Medical Director to satisfy under this Agreement, any
and all action necessary to effect compliance shall be taken by the Medical Director within a
reasonable time (not to exceed (30) days unless otherwise agreed by the City) after the details
of noncompliance are given by written notice to the Medical Director. The Medical Director
shall comply with any and all procedures, guidelines, and policies relating to the
Department's quality assurance, utilization review, and peer review programs.
2.7 Indemnification. The Medical Director shall protect in all legal actions, indemnify, and
hold harmless the City from and against any claims or loss to persons or property to which
the City may be put or subjected by reason of any act, action, negligence, omission, or
default on the part of the Medical Director in connection with the conduct and performance
of the services under this Agreement.
(a) To the extent permitted by law, the City shall protect in all legal actions, indemnify,
and hold harmless the Medical Director from and against any claims or loss to persons or
property to which the Medical Director may be put or subjected by reason of any act,
action, negligence, omission, or default on the part of the City in connection with the
conduct and performance of the services under the Agreement.
2.8 Incurring Financial Obligations. The Medical Director agrees and acknowledges that
he does not have any right, power, or authority to incur and will not incur any financial
obligation, legal obligation, or liability, or other obligation on behalf of or binding upon the
City. The Medical Director hereby agrees to fully indemnify and hold the City harmless from
and against all such financial obligations, legal obligations, or liabilities, or other obligations
which directly or indirectly bind the City, its officers or employees that the Medical Director
enters into or incurs without the express prior written approval of the Director of the
Department.
2.9 Professional Expenses. The Medical Director shall be solely responsible for all personal
and professional expenses incurred by him to render services under this Agreement.
2.10 Professional Liability Insurance. The City shall name the Medical Director as an
insured party on the City's general liability coverage through the TML intergovernmental
risk pool and shall provide the Medical Director with evidence thereof.
2.11 Compliance with Law. The services provided by the Medical Director shall be
provided in accordance with all applicable provisions of the law and other rules and
regulations of any governmental authority relating to the activities contemplated by this
Agreement.
3. City's Obligations
3.1 Space; Equipment. The City shall make available during the term of this Agreement the
space and equipment it deems are reasonably required for the proper operation and conduct
of the Department and the Medical Director's services hereunder. The Medical Director
agrees that such space and equipment are currently adequate.
3.2 Supplies. The City shall purchase for the Department all supplies it deems reasonably
requires for the proper operation of the Department.
3.3 Personnel Provided by the City. The City shall make available during the term of this
Agreement such personnel that it deems reasonable and necessary for the effective operation
of the Department. The selection and retention, as well as direction and control of such
personnel shall be by the employees of the City.
4. Consideration
4.1 Consideration. The City shall pay the Medical Director an amount not to exceed
$52,000 during the initial or any successive term of this Agreement, payable in monthly
payments for his services hereunder.
5. Confidentiality
5.1 Confidential Information. The Medical Director acknowledges that in connection with
the performance of his services under this Agreement, the Medical Director may acquire and
make use of certain confidential information ( "Confidential Information "). Therefore, in
order to protect the Confidential Information, the Medical Director shall not after the date
hereof use the Confidential Information except in connection with the performance of the
services required by this Agreement, or divulge the Confidential Information to any third
party, unless the City consents in writing or such use or divulgence or disclosure of
Confidential Information. The Medical Director shall immediately provide written notice to
the Director of the Department of such request or demand, including a copy of written
element of such request or demand. Upon termination of this Agreement, the Medical
Director will not take or retain, without prior written authorization from the Director of the
Department, any papers, patient records, files or other documents or copies thereof or other
Confidential Information of any kind belonging to the City pertaining to patients or
operations of the Department, without limiting other possible remedies for the breach of this
covenant, such relief to be without the necessity of posting a bond, cash or otherwise.
6. Records
6.1 Medical Records and Reports. In performing his duties hereunder, the Medical Director
agrees that he shall approve medical records and reports pertaining to patients treated, which
records and reports shall be prepared, kept and filed in accordance with the Department's
rules, regulations, and policies. All such records and reports shall be and remain the property
of the City unless otherwise provided by law. The parties recognize that the patient has the
legal right to have access to his or her medical records, and that such records are confidential
and privileged under state and federal law. The City expressly agrees that the Medical
Director shall have access to such patient records at any time necessary for the Medical
Director to fulfill his duties under this Agreement.
7. Term and Termination
7.1 Term and Termination. The Effective Date of this Agreement is set forth on the
signature page hereof.
7.2 Term. This Agreement shall remain in full force and effect for an initial term of twelve
(12) months commencing on the Effective date.
7.3 Automatic Renewal. This Agreement shall be automatically renewed for four (4)
successive terms of twelve (12) months each unless terminated in accordance with this
Agreement.
7.4 Termination Upon Mutual Consent. This Agreement may be terminated at any time by
mutual written agreement of the parties.
7.5 Termination Without Cause. Either parry shall have the right to terminate this
Agreement, in sole discretion and without cause, upon thirty (60) days prior written notice to
the other party.
7.6 Termination for Default. If either party defaults in the performance of its obligations
(including compliance with any covenants) under this Agreement and such default is not
cured within thirty (30) days of the receipt of written notice thereof, then the non - defaulting
party shall have the right (in addition to any other rights it may have) by further written
notice to terminate this Agreement on any future date not less than ten (10) days after the
date of such further notice.
7.7 Immediate Termination. Either party may terminate this Agreement immediately upon
either of the following occurrences:
(a) loss of Department Licensure or
(b) closure of the Department.
7.8 Termination by the City. Notwithstanding the foregoing, the City shall have the right, in
sole discretion, to immediately terminate the entire Agreement upon occurrence of the
following:
(a) failure by the Medical Director to meet the qualifications required herein; or
(b) death of the Medical Director; or
(c) suspension or cessation of the Medical Director's; (i) qualifications to practice
medicine in the State of Texas; (ii) state or federal authorization to administer or
prescribe controlled substances, (iii) participation in the Medicare or Medicaid
programs; or
(d) permanent disability (ill health or other disability) of the Medical Director which
prevents or makes inadvisable his continued provision of services as contemplated by
the Agreement without reasonable accommodation; or
(e) determination by the City that patient health or safety is in imminent and serious
danger from the Medical Director's actions or inactions; or
(f) indictment of the Medical Director for a felony; or
(g) determination by the City Council of the City that the Medical Director has taken
some action to cause material harm t the reputation of the City or the Department; or
(h) violation_ by the Medical Director to cooperate with his or her peers or the
employees and staff of the Department
7.9 Post — Termination Obligations. The termination of this Agreement shall not relieve
either party of any obligations pursuant to this- Agreement which arose on or before the
effective date of termination, and those Sections of this Agreement which by their terms
extend beyond termination or expiration of this Agreement shall survive and continue in full
force and effect after the expiration of the term hereof or any termination of this Agreement.
8. Dispute Resolution
8.1 Definition of Dispute. "Dispute" means any and all questions, claims controversies, or
disputes arising out of or relating to this Agreement, including the validity, construction,
meaning, performance, effect, or breach of this Agreement, but excluding disputes or actions
under Sections 7.3, 7.5, 7.8(b), 7.8(e), or 7.8(g).
8.2 Negotiation. In the event of a Dispute between the parties, the parties shall promptly,
amicable, and in good faith attempt to resolve such Dispute through negotiations. A disputing
party shall give written notice of the Dispute to the other party that shall contain a brief
statement of the nature of the Dispute. If the parties are unable to resolve the Dispute within
fifteen (15) days of receipt by the adverse party of written notice of Dispute, the parties shall
submit the Dispute to mediation as set forth in Section 8.3.
8.3 Mediation. If a Dispute arises between the parties to this Agreement, it shall be
submitted to mediation in accordance with the Commercial Mediation Rules and Procedures
of the American Arbitration Association ( "AAA "). The parties shall attempt to agree upon an
impartial mediator to mediate the Dispute, but if they are unable or find or appoint a mediator
within ten (10) days of the filing of a written request for mediation with the AAA, the AAA
will appoint a qualified mediator to serve. The mediation shall be held in Guadalupe County,
Texas within thirty (30) days after appointment of the mediator. Each party is responsible for
its own expenses.
8.4 Interim Measures. At any time after submission of a written notice of Dispute, either
party may request a court competent jurisdiction to grant interim measures of protection:
(a) to preserve the status quo pending resolution of the Dispute,
(b) to prevent the destruction of documents and other information or things related to
the Dispute, and /or
(c) to prevent the transfer, dissipation, or hiding of assets. A request for such interim
measures to a judicial authority shall not be deemed incompatible with the provisions of
this Section 8 or a waiver of a party's rights to arbitrate.
8.5 Tolling of Limitations Period. By submitting a written notice of Dispute pursuant to
Section 8.2, all applicable statutes of limitations and defenses based on the passage of time
shall be tolled while negotiation, mediation, and arbitration proceedings are diligently
conducted pursuant to the Section 8. The parties will take such action, if any, required to
effectuate such tolling.
8.6 Termination. This section shall not prevent either party from electing to terminate this
Agreement in accordance with provisions of Section 7, subject to this Section 8.
9. General Provisions
9.1 Patient Complaints. The parties agree to cooperate with each other in resolution of any
patient complaints arising out of the services provided hereunder. All patient complaints shall
be resolved in accordance with procedures established by the City.
9.2 Corporate Practice of Medicine. Nothing contained herein is intended to constitute the
use of a medical license for practice of medicine by anyone other than a licensed physician,
or to do any other act or create and other arrangements in violation of the Texas Medical
Practice Act. The parties specifically acknowledge the following:
(a) This Agreement contemplates nothing more than the delivery of medical director
services by the Medical Director to the City.
(b) There shall be no sharing of profits or splitting of fees between the Medical Director
and the City.
(c) The City claims no right, title or interest in any of the assets of the Medical Director,
and none such assets shall be used for the benefit of the City.
9.3 Relationship of Parties.
9.3.1 Independent Contractor Status. In performing his responsibilities pursuant to the
Agreement, it is understood and agreed that the Medical Director is at all times acting as an
independent contractor and that the Medical Director is not a partner, joint — venture, or
employee of the City. The City shall neither have nor exercise any control or direction over
the medical judgment of the Medical Director nor over the methods or manner by which the
Medical Director performs his work and functions under this Agreement. It is expressly
agreed that the Medical Director will not for any purpose be deemed to be an agent,
ostensible or apparent agent or servant of the City, and the parties agree to take any and all
such action as may be reasonably requested by the City to inform the public, patients of the
Department, and others utilizing the services of the Department of such fact.
9.3.2 Compensation, Fringe Benefits, Taxes. The Medical Director understands and agrees
that:
(a) the Medical Director shall not be entitled to any salary or other compensation from
the City or to any employee benefits provided by the City, including, but not limited to
disability, life insurance, pension and annuity benefits, educational allowances,
professional membership dues, and sick, holiday, or vacation pay;
(b) the City will not withhold income taxes or pay Social Security or unemployment
taxes for the Medical Director; and
(c) the Medical Director shall indemnify and hold harmless the City against any and all
liability related to withholding or failure to withhold income taxes or paying or not
paying Social Security or.unemployment taxes for the Medical Director. If the Internal
Revenue Service or any other governmental agency challenges the independent
contractor status contractor status of the Medical Director, the parties agree that the
Medical Director and the City shall have the right to participate in any discussion or
negotiation that occurs in the course of such a challenge.
9.4 Conformance with Law. The parties recognize this Agreement is subject to, and agree
to comply with, applicable statutes, rules, or regulations that invalidate any term of this
Agreement, that are inconsistent with any term of this Agreement, or that would cause one or
both of the parties hereto to be in violation of law shall be deemed to have superseded the
terms and intent of this Agreement to the greatest extent possible consistent with the
requirements of applicable statutes, rules, and regulations and negotiate in good faith towards
amendment of this Agreement in such respect.
9.5 Fraud and Abuse Law and Texas Health and Safety Code. The parties enter into this
agreement with the intent of conducting their relationship in full compliance with applicable
federal, state and local law including the Medicare and Medicaid Anti -Fraud and Abuse laws
and the Texas Medical Practice Act and Texas Health and Safety Code. Notwithstanding any
unanticipated effect of any of the provisions herein, no party will intentionally conduct itself
under the terms of this agreement in a manner to constitute a violation of the Medicare and
Medicaid Anti -Fraud and Abuse Law. In the event that any federal or state court or federal or
state agency of competent jurisdiction, or legal counsel of the Medical Director or the City in
its reasonable opinion, determines that this agreement or any material provision of this
agreement violates any federal, state, or local law, rule or regulation, the parties shall
negotiate in good faith to amend this agreement or the relevant provision hereof to remedy
such violation in a manner that will not be inconsistent with the intent of the parties to such
provision. If the parties cannot reach an agreement on such amendment, however, then either
party may immediately terminate this agreement
9.6 Change in Law. If there is any federal, state or local law, regulation, or rule, which
affects this agreement or the activities of either party under this agreement, or any change in
judicial or administrative interpretation of any such law, regulation, or rule and either parry
reasonably believed in good faith that the change will have a substantial adverse effect on
that party's business operations or its rights or obligations under this agreement, then such
party may upon written notice, require the other party to enter into good faith negotiations to
renegotiate the terms of this agreement. If the parties are unable to reach an agreement
concerning the modification of this agreement within the earlier if forty -five (45) days after
the date of the notice seeking renegotiation or the effective date of the change, or if the
change is effective immediately, then either party may immediately terminate this agreement
by written notice to the other party.
9.7 Governing Law and Venue. This agreement shall be constructed and governed
according to the laws of the State of Texas, without giving effect to its conflict of laws
provisions. Subject to Section 8, any suit, action, or proceeding against the Medical Director
with respect to this Agreement, or any judgment entered by any court in respect thereof may
be brought in the Courts of the State of Texas as the City in its sole discretion may elect, and
the Medical Director hereby submits to the non - exclusive jurisdiction of such courts for the
purpose of any such suit, action or proceeding. The Medical Director hereby irrevocably
waives any obligation which he may now or hereafter have to the laying of venue of any suit,
action, or proceeding arising out of or relating to this Agreement brought in the courts
located in Guadalupe County, and hereby further irrevocably waives any claim that any suit,
action or proceeding brought in any such court has been brought in an inconvenient forum.
9.8 Assignment. No assignment of this agreement of rights and obligations hereunder shall
be valid without the prior written consent of the non - assigning party.
9.9 No Referral. Nothing contained in this Agreement shall require (directly or indirectly,
explicitly or implicitly) either party to refer any patients to any other party or to use any other
party's facilities as a precondition to receiving the benefits set forth herein.
9.10 Rights and Property. The Medical Director acknowledges and agrees that this
agreement shall not be deemed to grant any leasehold, property, or other ownership interest
of any nature in the City's real property, equipment, furnishings, or supplies but all rights as
are given to the Medical Director hereby shall be in the nature of contract.
9.11 Notices. Any notice to a party hereto pursuant to this agreement shall be given in
writing by the personal delivery, overnight delivery, facsimile, telecommunications, or
United States certified or registered mail, return receipt requested, addressed as set forth on
the signature page hereof. The parties shall hereafter notify each other in accordance
herewith of any change of address to which notice is required to be sent. Notice shall be
effective upon delivery.
9.12 Parties Bound. This agreement and the rights and obligations hereunder shall be
binging upon and inure to the benefit of the parties, the Medical Director, and their permitted
assigns.
9.13 Duty of Good Faith. The parties hereto agree to perform their respective covenants and
obligations under this agreement fairly and in good faith, and also to act fairly and in good
faith in the enforcement of their respective rights hereunder.
9.14 No Third -Party Beneficiaries. No provision of this agreement is intended to benefit
any person or entity who is not a party to this agreement, nor shall any person or entity not a
party to this Agreement have any right to seek to enforce or recover any right or remedy with
respect hereto.
9.15 Non - Waiver. No waiver by either of the parties hereto of any failure by the other party
to keep or perform any provision, covenant, or condition of this agreement shall be deemed
to be a waiver of any preceding or succeeding breach of the same, or any other provision,
covenant, or condition.
9.16 Additional Documents. Each of the parties hereto agrees to execute any documents that
may be requested from time to time by the other party to implement or complete such party's
obligations pursuant to this agreement.
9.17 Section Headings. The headings preceding the text of the several Sections of this
agreement are inserted solely for convenience of reference and shall not constitute a part of
this agreement, nor shall they affect the meaning, construction, or effect of any section
hereof.
9.18 Gender and Number. Whenever the context of this agreement requires, the gender of
all words herein shall include the masculine, feminine, and neuter, and the number of all
words herein shall include the singular and plural.
9.19 Entire Agreement. This agreement, including any exhibits or addenda indentified and
incorporated by reference herein, contains the entire understanding of the parties and
supersedes any prior written or oral agreements or understandings among them concerning
the subject matter set forth above. There are no representations, warranties, covenants,
promises, agreements, arrangements, or understandings, oral or written express or implied
among the parties hereto relating to the subject matter set forth above which have not been
fully expressed herein.
9.20 Amendments. This agreement can be amended only by an instrument in writing signed
by the parties. Amendments to this agreement shall be effective as of the date stipulated
therein.
9.21 Severability. The sections, paragraphs, and individual provisions contained in this
agreement shall be considered severable from the remainder of this agreement, and in the
event that any section, paragraph, or other provision should be determined to be
unenforceable as written for any reason, such determination shall not adversely affect the
remainder of the sections, paragraphs or other provisions of this agreement. It is agreed
further that in the event any section, paragraph, or other provision is determined to be
unenforceable, the parties shall use their best efforts to reach agreement on an amendment to
the agreement to supersede such served section, paragraph or provision.
9.22 Counterparts. This document may be executed in multiple counterparts, each of which
when taken together shall constitute one and the same instrument.
EXECUTED effective as of October 1, 2018 (the "Effective date ")
City of Schertz, Texas
Acting City Manager
Notice Address:
City of Schertz, Texas
1400 Schertz Parkway
Schertz, TX 78154
Attn: City Manager
Medical Director
R. Donovan Butter, D.O.
Notice Address:
R. Donovan Butter, D.O