7-Exhibit A Owner and Consultant Agreement 1.docx

PROFESSIONAL CONSULTANT SERVICES AGREEMENT

BETWEEN THE

EL PASO COUNTY HOSPITAL DISTRICT D/B/A

UNIVERSITY MEDICAL CENTER OF EL PASO

AND

CONSULTANT

ARTICLE I

THE PARTIES

THIS PROFESSIONAL CONSULTANT SERVICES AGREEMENT (this “Agreement”), made by and between the EL PASO COUNTY HOSPITAL DISTRICT, D/B/A UNIVERSITY MEDICAL CENTER OF EL PASO (“UMC”), having its principal place of business at 4815 Alameda Avenue, El Paso TX 79905 and TBD, (hereinafter “Consultant”), located at TBD, hereby witness:

ARTICLE II

SERVICES

UMC hereby contracts with Consultant to provide Services under the terms and conditions hereinafter stated, and Consultant hereby accepts and agrees to perform such services as follows: Consultant to provide professional Program Management Services as described in RFP # 950-02-25-006 dated February 10.2025 (Exhibit A) (“collectively, “Services”), attached hereto and incorporated herein for purposes of describing the Services.

ARTICLE III

COMPENSATION

In consideration for the services provided herewith, UMC shall pay Consultant a total of TBD Dollars and TBD Cents ($TBD) for services rendered during the Agreement period. UMC shall pay for these services monthly after services are rendered upon presentation of a statement from the Consultant’s business office. Payments not made after 45 days of Owner’s approval be subject to late charges of the lesser of (a) one and one-half percent (1.5%) per month of the overdue amount or (b) the maximum amount permitted under applicable law.

Reimbursable Expense Maximum Values are identified on Exhibit B and shall not exceed TBD Dollars and TBD Cents ($TBD).

Both parties agree that the said sum for the services rendered, including, but not limited to, reimbursable expenses, during the term of this Agreement shall not exceed TBD Dollars and TBD Cents. ($TBD).

ARTICLE IV

INDEPENDENT CONTRACTOR STATUS

Nothing contained herein shall be construed as creating the relationship of employer and employee between Consultant and UMC, insofar as UMC will not direct Consultant in the performance of its services or in any manner interfere with the professional judgment of Consultant. Consultant shall be deemed at all times to be an independent contractor. Consultant shall not be included in any employee retirement or fringe benefit plan, and will not be covered by Worker’s Compensation Coverage. UMC will not withhold monies for State or Federal Income Tax or Social Security Payments, and the fees stipulated herein shall be paid in full to Consultant without deductions of any kind. Consultant shall be responsible for payment of Social Security and State and Federal Income Taxes.

ARTICLE V

TERM OF THE AGREEMENT

This Agreement shall be for a period of one year beginning on the TBD and ending the TBD or until completion of the projects

A. UMC may terminate this Agreement without cause by giving the other party thirty (30) days written notice.

B. Parties may immediately terminate this Agreement for cause pursuant to breach of any term of this Agreement.

C. Notice of termination to Consultant shall be mailed by certified mail, return receipt requested to Consultant. Notice of termination to UMC shall be mailed by certified mail, return receipt requested to the President and Chief Executive Officer, University Medical Center of El Paso, 4815 Alameda Avenue, El Paso, Texas 79905.

Any other notice required or permitted under this Agreement shall be mailed by certified mail, return receipt requested, to the addresses above. A party may change its address by giving notice in compliance with this section.

D. Upon expiration of the term of this Agreement, if the Services have not been fully provided, this Agreement shall continue in full force and effect on a month-to-month basis, not to exceed twenty-four (24) months, at the rates set out in this Agreement unless thirty (30) days written notice of termination or intention not to renew is given by either party, or this Agreement is superseded by a subsequent Agreement. This agreement shall terminate once the Services have been completed by Consultant.

ARTICLE VI

MISCELLANEOUS

A. This Agreement is conditional upon, subject to and contingent upon funding being available for the term in question and Consultant shall have no cause of action against UMC in the event that UMC is unable to perform its obligation under this Agreement as a result of suspension, termination, withdrawal or failure of funding to UMC. In the event that UMC shall not obtain funding, this Agreement shall be terminated. However, UMC shall remain obligated to pay Consultant for all services rendered prior to the effective date of notice of termination.

B. If any provision of this Agreement shall be construed to be illegal or invalid, it shall not affect the legality or validity of any other provisions hereof, and the illegal or invalid provision shall be deemed stricken and deleted herefrom to the same extent and effect as if never incorporated herein, but all other provisions shall continue to the extent that they substantially reflect the Agreement contemplated by the parties.

C. All signatures to this Agreement warrant their authority to execute this document.

D. This Agreement constitutes and expresses the entire Agreement between the parties regarding the subject matter addressed and shall not be amended or modified except by written instrument signed by all parties.

E. For the purpose of determining the place of Agreement and the law governing same, this Agreement is entered into in the County of El Paso, State of Texas and shall be governed by the laws of the State of Texas. Venue for all causes of action arising from or in connection with this Agreement shall be in El Paso County, Texas.

F. Neither party shall have the right to assign or otherwise transfer any rights, interests, or obligations under this Agreement without prior written consent of the other party.

G. Neither party shall be responsible for any delay, damage, failure, or inability to perform resulting from causes not within the control of the party and which the party is unable to prevent through reasonable diligence.

H. The terms and provisions contained in this Agreement shall inure to the benefit of and be binding upon the parties hereto and their heirs, respective successors in interest, legal representatives and assigns, except as otherwise herein expressly provided. No person or entity other than the parties, except governmental entities to the extent required by law, shall be entitled to bring any action to enforce this Agreement, and the terms of this Agreement are intended solely for the benefit of, and to enforceable only by, the parties or their respective successors in interest or assigns as permitted under this Agreement.

I. Except as otherwise provided, no term or condition of this Agreement shall be waived except by written waiver of the waiving party. The forbearance or indulgence by a party in any regard whatsoever shall not constitute a waiver of the term or condition to be performed by the other party, and until complete performance by the other party of such term or condition, the forbearing party shall be entitled to invoke any remedy available under this Agreement or by law despite such forbearance or indulgence. The waiver by a party of any breach of any term or condition of this Agreement shall apply to and be limited to the specific instance involved and shall not be deemed to apply to any other instance or to any subsequent breach of the same or any other term or condition of the Agreement.

J. Each party shall be responsible only for its own acts and omissions under this Agreement. Each party shall, to the extent permitted by the laws and constitution of the State of Texas, indemnify the other party against, and hold the party harmless from, any and all liabilities, including attorney's fees, resulting from or arising out of or connected with the party's failure to comply with this Agreement or tortious or unlawful act or omission.

K. Pursuant to Public Law 96-499, see. 952 (Sec. 1861 (v)(1) of the Social Security Act), the parties agree that: Consultant shall, until the expiration of four (4) years after the furnishing of the services under this Agreement, retain and make available, under written request by the secretary of the U.S. Department of Health and Human Services, or upon written request, by the U.S. Comptroller General, or any of their duly authorized representatives, the contract and books, documents and records of Consultant that are necessary to verify the nature and extent of the cost of the services under this Agreement. If Consultant carries out any of the duties of this Agreement through a subcontract, with a value or cost of $10,000.00 or more over a twelve (12) month period with a related organization, such subcontract shall contain a clause to the effect that, until the expiration of four (4) years after the furnishing of such services pursuant to such subcontract, the related organization shall retain and make available, upon written request by the Secretary of the U.S. Department of Health and Human Services, or upon written request by the U.S. Comptroller General, or any of their duly authorized representatives, the subcontract and books, documents or records of such organization that are necessary to verify the nature and extent of such costs of the subcontracted services. In the event of a request for access, Consultant agrees to notify UMC what response will be made to that request.

L. Consultant hereby represents and warrants that it meets all applicable Joint Commission standards, that it is not an excluded party under the OIG and that its employees (if any) providing services hereunder maintain full participation status with the OIG and are not excluded from participation in any other governmental program. Consultant represents and warrants that it shall not employ or contract with any individual(s) or entity that is excluded from participation under the OIG or any other governmental program. Consultant shall notify UMC immediately in the event that Consultant, or any individual(s) it employs, is excluded from participating under the OIG or any other governmental program.

M. UMC is a political subdivision of the State of Texas. As such, it is governed by the Texas Tort Claims Act, Chapter 101, Civil Practice and Remedies Code. The parties acknowledge and agree that UMC is limited to money damages in a maximum amount of $100,000 for each person and $300,000 for each single occurrence for bodily injury or death.

N. Consultant hereby agrees to maintain liability insurance the limits of which shall be not less than ONE MILLION DOLLARS ($1,000,000.00) for each incident and THREE MILLION DOLLARS ($3,000,000.00) aggregate.

O. Consultant acknowledges that UMC is a political subdivision of the State of Texas, and as such adopts its budget according to the laws of the State of Texas for a period of one year beginning on October 1st and terminating on September 30th of each year. In the event that UMC does not include sufficient funds in its budget for any fiscal year during the term of this Agreement, for the payment of its obligations hereunder, UMC may terminate this Agreement without penalty or further payment, upon thirty (30) days written notice to Consultant.

P. UMC cannot agree to binding arbitration. Any proposed dispute resolution process can only be entered into upon the mutual agreement of both parties.

Q. Consultant hereby acknowledges that UMC has adopted a Code of Conduct for the purpose of identifying and rectifying compliance issues as they may arise. Consultant hereby represents and warrants that it and its employees, agents, or assigns shall comply with the Code of Conduct and shall meet all applicable UMC compliance guidelines. The Code of Conduct can be accessed at umcelpaso.org.

R. UMC is exempt from payment of taxes under Chapter 151, Texas Tax Code, known as Limited Sales, Excise and Use tax Act, for the purchase of tangible personal property.

S. UMC is a political subdivision of the State of Texas and is governed by the Texas Public Information Act, Chapter 552, Texas Government Code. The Parties acknowledge and agree that UMC shall only be obligated to perform its duties under this section and this Agreement in compliance with the Public Information Act. To the extent to which some duties hereunder are not in conformity with the requirements of the Public Information Act, UMC shall be relieved of said duties without penalty or further liability. In the event either party receives a request under the Public Information Act for Confidential Information it shall immediately notify the other party and confer on whether disclosure should be opposed. It is expressly agreed that the UMC may request a determination from the Attorney General of the State of Texas in regard to the application of the Public Information Act to the requested information and whether the information is to be made available to the public. It is further agreed that UMC, its officers and employees shall have the right to rely on the determinations of the Texas Attorney General, and that UMC, its officers and employees shall have no liability to Consultant for disclosure to the public in reliance on a decision by the Attorney General. Nothing in this agreement shall require Consultant or UMC to violate the terms of the Public Information Act.

(THIS SPACE INTENTIONALLY LEFT BLANK)

IN WITNESS WHEREOF, the parties have hereunto set their hands.

EL PASO COUNTY HOSPITAL DISTRICT D/B/A

UNIVERSITY MEDICAL CENTER OF EL PASO

__________________________________ Date: ____________________________

JACOB CINTRON

President and Chief Executive Officer

REVIEWED FOR FORM

__________________________________ Date: ____________________________ Attorney

Consultant __________________________________ Date: