HomeMy WebLinkAboutResolution - 2021-R0123 - Consulting Lab Director Agreement with TTUHSC 4.13.21Resolution No. 2021-R0123
Item No. 7.22
April 13, 2021
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
THAT the Mayor of the City of Lubbock is hereby authorized and directed to execute for and
on behalf of the City of Lubbock, a Consulting Laboratory Director Agreement between the
City of Lubbock and Texas Tech University Health Sciences Center to provide a qualified
laboratory director and clinical consultant to act as Consulting Laboratory Director and
Clinical Consultant for the City of Lubbock Health Department. Said Agreement is attached
hereto and incorporated in this Resolution as if fully set forth herein and shall be included in
the minutes of the Council.
Passed by the City Council on April 13, 2021
DANIEL M. POPE, MAYOR
ATTEST:
Rebe ca Garza, City Se et
APPROVED AS TO CONTENT:
Bill Hc)�6n',flYeputy Ci anager
APPROVED AS TO FORM:
Rya Bro ce, Assistant City Attorney
RES.COLHD Consulting Lab Director -Dr. Hal Larsen 3.24.21
Resolution No. 2021-R0123
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CONSULTING LABORATORY DIRECTOR AGREEMENT
(City of Lubbock Health Department Consulting Laboratory Director and Clinical Consultant)
This is a Consulting Laboratory Director Agreement ("Agreement") between the City of Lubbock,
acting by and through its Health Department (hereafter referred to as "COLHD"), and THE
TEXAS TECH UNIVERSITY HEALTH SCIENCES CENTER, a public institution of higher
education located in the State of Texas (hereinafter referred to as "TTUHSC"), on behalf of its
School of Medicine, Department of Family & Community Medicine, Lubbock Campus. Funding
for this Agreement will be provided by the City of Lubbock general funding.
Background
�aboratory
COLHD operates a currently licensed and accredited CLIA High Complexity Medical
and requires the services of a qualified person according to 42 CFR Part 493.1443 and
Part 493.1455 to serve in the capacity of Consulting Laboratory Director and Clinical Consultant.
• TTUHSC employs Faculty Associate, HAL LARSEN, Ph.D., MT (ASCP), CLS (NCA)
(hereafter referred to as "Dr. Larsen", a TTUHSC employee) who is qualified to provide these
services.
• COLHD desires to engage the professional services of TTUHSC's Dr. Larsen for the
purpose of serving as Consulting Laboratory Director and Clinical Consultant at COLHD and such
services are reasonable and necessary in support of COLHD's operations.
Agreement
Now therefore, for the consideration herein expressed, TTUHSC and COLHD hereby agree as
follows, subject to approval by the City Council of the City of Lubbock.
Article 1
SERVICES TO BE PROVIDED
1.1 TTUHSC agrees its employed, Dr. Larsen, as Consulting Laboratory Director for the COLHD,
shall perform the following duties under the administrative supervision of the City of Lubbock
Health Department Manager:
A. Verify testing systems in the laboratory provide quality services in all aspects of test
performance (i.e., the pre -analytic, analytic, and post -analytic phases of testing) and that testing
systems are appropriate for patient population, and shall specifically:
i. Know and understand the Clinical Laboratory Improvement Amendments of 1988
("CLIA") regulations and federal standards, and any amendments thereto.
ii. Advise COLHD support staff regarding compliance activities.
B. Verify physical and environmental conditions of the laboratory are adequate and appropriate
for the testing performed.
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C. Verify the environment for employees is safe from physical, chemical and biological hazards
and safety and that biohazard requirements are followed.
D. Require a general supervisor to be available to provide day-to-day supervision of all testing
personnel and reporting of test results as well as to provide on -site supervision for specific
minimally qualified testing personnel when they are performing high complexity testing.
E. Verify that each employee's responsibilities and duties are specified in writing.
F. Verify that sufficient numbers of appropriately educated, experienced, and/or trained personnel
are employed to provide appropriate consultation, and accurate performance of tests and
reporting of test results in accordance with the written duties and responsibilities specified by
the Provider.
G. Required and verify that new test procedures are:
i. reviewed,
ii. included in the procedure manual, and
iii. followed by COLHD personnel.
H. Require and verify that test reports include pertinent information for test interpretation.
I. Be available for consultation concerning test results, and the interpretation of those results, as
they relate to specific patient conditions.
I Maintain a log of time spent with a description of the activities for each time period.
K. The Consulting Laboratory Director and Clinical Consultant assigned by TTUHSC shall meet
minimal requirements set forth by CLIA.
1.2 In the event that Dr. Larsen is unable to fulfill his obligations for the term of this contract,
TTUHSC agrees to provide a suitable member of its faculty to perform the services of Consulting
Laboratory Director and Clinical Consultant for the COLHD as set forth in this Agreement.
Article 2
RESPONSIBILITIES
COLHD agrees it shall:
2.1 Provide orientation and program training to the Consulting Laboratory Director and
Clinical Consultant assigned by TTUHSC, as needed.
2.2 Maintain enrollment and participation in an appropriate proficiency testing program for each
clinical test performed.
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2.3 Promptly inform the Consulting Laboratory Director and Clinical Consultant assigned by
TTUHSC of laboratory personnel changes and provide new employee educational and
experience qualifications for review.
2.4 Promptly inform the Consulting Laboratory Director and Clinical Consultant assigned by
TTUHSC of changes in testing procedures, including the addition and discontinuation of
clinical procedures.
2.5 Through its Program Supervisors, be responsible for supervision, coordination, and evaluation
of client services.
2.6 Through its Program Supervisors, submit verification of the participation of the Consulting
Laboratory Director and Clinical Consultant assigned by TTUHSC to the Customer
Services Representative responsible for processing payment requests.
Article 3
COMPENSATION
3.1 The City of Lubbock will pay TTUHSC FOUR HUNDRED SEVENTY-FIVE dollars
($475.00) per month for approximately four (4) hours of service per month as set forth in Article
1. TTUHSC will invoice monthly. Payment shall be remitted within 30 days of invoice date.
3.2 Each party represents and warrants on behalf of itself, that all decisions regarding the medical
care of patients shall be based solely upon the professional medical judgment of a patient's
attending physician(s) and shall be made in the best interests of patients, that the aggregate benefit
given or received under this Agreement, whether in cash or in kind, has been determined in
advance through a process of arms -length negotiations that were intended to achieve an exchange
of goods and/or services consistent with fair market value in the circumstances, and that any
benefits given or received under this Agreement is not intended to induce, does not require, and is
not contingent upon, the admission, recommendation or referral of any patient, directly or
indirectly, to the other party.
Article 4
TERM AND TERNIINATION
4.1 This Agreement is effective on the 1 st day of March, 2021, and may be continued by mutual
agreement by both parties from year to year for a maximum of four additional one-year terms.
Terms may be (1) renegotiated, or (2) terminated with or without cause, by either party upon thirty
(30) days written notice to the other party.
4.2 This Agreement may be terminated immediately by TTUHSC upon written notice to the City
of Lubbock for nonpayment.
4.3 "Event of Force Majeure" means an event beyond the control of COLHD or TTUHSC which
prevents or makes a party's compliance with any of its obligations under this Agreement illegal or
impracticable, including but not limited to: act of God (including, without limitation, fire,
explosion, earthquake, tornado, drought, and flood); war, act or threats of terrorism, hostilities
(whether or not war be declared), invasion, act of enemies, mobilization, requisition, or embargo;
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rebellion, insurrection, military or usurped power, or civil war; contamination or destruction from
any nuclear, chemical, or biological event; riot, commotion, strikes, go slows, lock outs, or
disorder; epidemic, pandemic, viral outbreak, or health crisis; or directive of governmental
authority. No party will be considered in breach of this Agreement to the extent that performance
of their respective obligations is prevented or made illegal or impracticable by an Event of Force
Majeure that arises during the term (or after execution of the Agreement but prior to the beginning
of the term). A party asserting an Event of Force Majeure hereunder ("Affected Party") will give
reasonable notice to the other party of an Event of Force Majeure upon it being foreseen by, or
becoming known to, Affected Party. In the event of an Event of Force Majeure, Affected Party
will endeavor to continue to perform its obligations under the Agreement only so far as reasonably
practicable.
4.4 In the event this Agreement is terminated in accordance with Article 4, then within thirty (30)
days after the effective date of such termination, TTUHSC shall submit TTUHSC's termination
statement for services rendered to the date of termination, and the City of Lubbock shall pay
TTUHSC for such services within thirty (30) days of receipt of TTUHSC's termination statement.
4.5 The termination or expiration of this Agreement shall not relieve either party of any obligation
pursuant to this Agreement which arose on or before the date of termination.
4.6 Notwithstanding anything else in this Agreement to the contrary, if either party terminates this
Agreement during the initial twelve (12) months of the Agreement for any reason, the parties agree
that they shall not enter into an agreement with each other for the same or substantially the same
services during the initial twelve (12) months of this Agreement.
Article 5
AUDIT
5.1 At any time during the term of this Agreement and for a period of four (4) years thereafter, the
State of Texas, Texas Tech University System, TTUHSC, and/or other federal, state, and local
agencies which may have jurisdiction over this Agreement, at reasonable times and at its expense
reserves the right to audit COLHD's records and books that relate only to this Agreement. In the
event such an audit by TTUHSC reveals any errors/underpayments to TTUHSC, City of Lubbock
shall pay TTUHSC the full amount of such underpayments within thirty (30) days of such audit
findings. If needed for audit, original or independently certified copies of off -site records will be
provided to auditors at COLHD's expense within two (2) weeks of written request. This Article
shall survive termination of this Agreement.
Article 6
ACCESS TO BOOKS AND RECORDS
6.1 The parties agree that until the expiration of four (4) years after the furnishing of services under
this Agreement, the parties will make available to the Secretary of the United States Department
of Health and Human Services ("the Secretary") and the United States Comptroller General, and
their duly authorized representatives, this contract and all books, documents, and records necessary
to certify the nature and extent of the costs of those services.
6.2 If a party carries out the duties of this Agreement through a subcontract worth $10,000 or more
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over a twelve (12) month period with another individual or entity, the subcontract will also contain
a clause requiring the individual or entity to make available, upon written request of the Secretary,
the United States Comptroller General, and its duly authorized representatives, the subcontract and
books, documents, and records necessary to verify the nature and extent of the costs of the services
provided under this Agreement. (42 USC 1395x(v)(1)(I) and 42 CFR 420.302.)
Article 7
GENERAL PROVISIONS
7.1 Compliance. The Parties acknowledge that each is subject to applicable federal and state laws
and regulations, including all provisions of the Health Insurance Portability and Accountability
Act of 1996, now codified at Title XI, Part C of the Social Security Act and as it may be amended
and all regulations promulgated thereunder, and policies and requirements of various accrediting
organizations. Accordingly, each Party will enforce compliance with all applicable laws,
regulations, and requirements, and will make available such information and records as may be
reasonably requested in writing by the other Party to facilitate its compliance, except for records
which are confidential and privileged by law. Each Party shall have or designate a Compliance
Officer with whom compliance issues shall be coordinated.
7.2 Representation and Warranty. TTUHSC and COLHD represent and warrant that neither
party has been excluded from any federal healthcare program, that no basis for such exclusion
exists, to the best of the parties' knowledge, and that neither party has been subject to any final
adverse action as defined under the Health Care Fraud and Abuse Data Collection Program. Both
parties agree to notify the other promptly if either is subject to an inquiry, investigation, or final
adverse action by a government agency, third -party payer, or intermediary as to the provision of
services under this Agreement.
7.3 Mutual Responsibility. To the extent authorized by applicable law, TTUHSC and COLHD
agree that they will be responsible for the actions or omissions of their own employees and agents
acting within the scope of their employment, in connection with this Agreement. This provision
shall survive any termination or expiration of this Agreement.
7.4 Independent Contractor. COLHD agrees that it is an independent contractor and that this
Agreement does not form a joint venture or partnership. TTUHSC will not be responsible for the
Federal Insurance Contribution Act (FICA) payments, federal or state unemployment taxes,
income tax withholding, Workers Compensation Insurance payments, or any other insurance
payments, nor will TTUHSC furnish any medical or retirement benefits or any paid vacation or
sick leave. COLHD is responsible for conduct of business operation, including employee salaries,
travel, etc.
7.5 Notices. All notices, consents, approvals, demands, requests, or other communications
provided for or permitted to be given under any of the provisions of the Agreement shall be in
writing and sent via registered or certified mail, overnight courier, or email, and notice will be
deemed given (i) if mailed, when deposited, postage prepaid, in United States mail; (ii) if sent by
overnight courier, one (1) business day after delivery to the courier; and (iii) if sent by email, when
received:
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COLHD
806 18t' Street
Lubbock, TX 79401
TTUHSC
Department of Laboratory Sciences &
Primary Care
ATTN: Office of the Dean
360101 St. STOP 6284
Lubbock, TX 79430
Notice of a change in address of one of the parties shall be given in writing to the other party as
provided above but shall be effective only upon actual receipt.
7.6 Amendment. This Agreement and each of its provisions shall be binding upon the Parties and
may not be waived, modified, amended, or altered except by in writing signed by the Parties.
7.7 Assignment. Neither party may assign this Agreement, in whole or in part, without the prior
written consent of the other party.
7.8 Employment Certification. Pursuant to Texas Government Code § 669.003, COLHD
certifies that it does not employ, or has disclosed its employment of, any former executive head of
a Texas State agency or entity.
7.9 Human Trafficking Certification. Pursuant to Texas Government Code § 2155.0061,
COLHD certifies that the individual or business entity named in this Agreement is not ineligible
to receive the Agreement and acknowledges that this Agreement may be terminated and payment
withheld if this certification is inaccurate.
7.10 Publicity and Marks. COLHD agrees that it will not publicize this Agreement or disclose,
confirm, or deny any details of this Agreement to third parties, or use TTUHSC's name or
protected marks without TTUHSC's prior written approval.
7.11 Venue; Governing Law. The county in which TTUHSC's main campus is located shall be
the sole proper place of venue for any legal action or proceeding arising out of this Agreement or
enforcement of any provision in this Agreement. This Agreement and all of the rights and
obligations of the parties and any claims arising from this Agreement will be construed,
interpreted, and governed by the laws of the State of Texas.
7.12 Severability. If one or more provisions of this Agreement, or the application of any provision
to any party or circumstance, is held invalid, unenforceable, or illegal in any respect, the remainder
of this Agreement and the application to other parties or circumstances will remain valid and in
full force and effect.
7.13 No Third Party Beneficiaries. This Agreement shall be binding upon and inure to the benefit
of the parties hereto, their successors, and permitted assigns. Nothing in this Agreement is
intended, nor shall be deemed, to confer any benefits on any third party, nor shall such person or
entity have any right to seek, enforce or recover any right or remedy with respect hereto.
7.14 Warranty of Authority. The person(s) executing this Agreement on behalf of the Parties,
or representing themselves as executing this Agreement on behalf of a Party, warrant and guarantee
that each has been duly authorized by the appropriate Party to execute this Agreement on behalf
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of the Party and to validly and legally bind the Party to all of its terms, performances, and
provisions.
7.15 Entire Agreement. This Agreement contains the entire agreement of the Parties concerning
the subject matter described herein and there are no other promises or conditions in any other
agreement whether oral or written concerning the subject matter described herein. This Agreement
supersedes any prior written or oral agreements between the Parties concerning the subject matter
described herein.
7.16 E-Signatures. This Agreement may be executed in two or more counterparts, each of which
are deemed to be an original as against any Party whose signature appears thereon, but all of which
together shall constitute but one and the same instrument. Signatures to this Agreement transmitted
by facsimile, by electronic mail in "portable document format" (".pdf'), or by any other electronic
means which preserves the original graphic and pictorial appearance of the Agreement, have the
same effect as physical delivery of the paper document bearing the original signature.
BY:
Daniel M. Pope
Mayor
DATE: 4/13/2021
ATTEST:
Reb ca Garza,
City Secretary
RO D AS TO CONTENT:
atherine Wells,
Director of Public Health
APPROVED AS TO FORM:
Ry s ooke
Assi t City Attorney
9 H
BY: Penny Harkey Marar17,202�CDT)
Penny Harkey
Executive Vice President
DATE: 03/17/2021
Although not a party to this
Agreement, I hereby acknowledge
that I have read this Agreement and
understand the obligations
hereunder:
ffwZ&f # as
Hal Larsen, Ph.D. (Mar 16, 202121:53 CDT)
Hal Larsen, Ph.D., MT (ASCP), CLS (NCA)
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