HomeMy WebLinkAboutResolution - 2024-R0193 - PSA, TTUHSC, COL Health Department Intermediary Care Clinic - 04/09/2024Resolution No. 2024-R0193
Item No. 6.35
April 9, 2024
RESOLUTION
BE IT RESOLV�D BY THE CITY COUNCIL OF THE CITY OP LUBBOCK:
THAT the Mayor of the City of Lubbock is hereby authorizcd and directed to execute
for and on behalf of the City of Lubbock, a Professional Services Agreement, between the City
of Lubbock and Texas Tech University IIealth Scicnces Center to provide certain professional
health care serviccs to the City of Lubbock IIcalth Departmcnt Intermediary Care Clinic, and
rclated documcnts. Said Contract is attached hereto and incorporated in this resolution as if
fully set forth herein and shall be included in the minutes of the City Council.
Passed by the City Council on Anril 9, 2024
TR11Y
A'I'TEST:
Courtney Paz, City Secreta
APPROVED AS TO CONT�NT:
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I3i11 IIowcr , I eputy City Man
I�177Z�P1D77�I.��1��77TE
Rachacl Foster, Assistant City Attorncy
ccdocsll/RES.TTUFlSC Intermcdiary Care Clinic Scrvices
3.21.24
D00572972-029 (2020-031) - Professional Patient Healthcare Services Agreement - Provided By University (Government Entity)
City of Lubbock
Resolution No. 2024-R0193 CON3580398
PROFESSIONAL SERVICES AGREEMENT
HEALTH CARE (PATIEN'1� SERVICES PROVIDED BY UNIVERSITY (GOVERNMENT ENTITY)
This Professional Services Agreement ("A¢reemenY') is made and entered into by and between Texas Tech University Health
Sciences Center, a public institution of higher education located in the State of Texas ("Universitv"), on behalf of its School of Medicine,
Department of Family and Community Medicine on the Lubbock, TX campus, and City of Lubbock, acting by and through its Health
Department ("hereafter referred to as COLHD"). University and COLHD may be referred to herein individually each as a"P�" or
collectively as the "Parties."
Background
• COLHD desires to obtain certain professional health care services to be provided at its facility located at 806 18�' Street,
Lubbock, TX 79401 and 2015 SOth Street, Lubbock, TX 79412.
• University represents that it employs health care professionals with the necessary qualifications and knowledge who will be
assigned to perform the services.
Agreement
Now therefore, for the consideration herein expressed, University and COLI-ID hereby agree as follows.
Article 1
Responsibilities
l.l University Responsibilities. University, through its physicians, will provide direct patient care to the COLHD Intermediary
Care Clinic ("Services") on scheduled days.
1.2 COLHD Responsibilities. COLHD will:
1.2.1 Make available and maintain appropriate and necessary space, equipment, and supplies which meet current standard
of care, and support staffwho hold current licenses or certification.
1.2.2 Set clinic schedule 30 days in advance.
1.2.3 Make requests for clinic staffing under this Agreement through the deputy medical director.
Article 2
Compensation and Payment
2.1 Fee for Services. COLHD agrees to pay University $160 per hour for the Services. A log of time spent with a description of
the Services provided shall be kept and maintained for each time period.
2.2 Payment. University will invoice COLHD on a monthly basis. Payment shall be remitted within thirty (30) days of invoice
date.
2.3 Medical Judgment. Each Party represents and warrants 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 andlor services
consistent with fair market value in the circumstances, and that any benefit 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.
2.4 Both Parties intend that the terms and conditions of this Agreement, and the manner in which the Services are to be performed
hereunder comply with applicable federal and state laws and regulations, including but not limited to, 42 CFR Part 411 (Stark)
and 42 CFR 1001 et seq. (Anti-kickback).
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D00572972-029 (2020-031) - Professional Patient Healthcare Services Agreement - Provided By University (Government Entity)
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Article 3
Term and Termination
3.1 Term. The term ofthis Agreement shall commence on April l, 2024 and continue in full force and effect through March 31,
2025. This Agreement may be renewed on an annual basis by mutual agreement by both Parties for a maximum of four
additional one-year terms.
3.2 Right to Terminate. Either Party may terminate this Agreement at any time, with or without cause, by giving the other Party
thirty (30) days written notice. This Agreement may be terminated immediately by University upon written notice to COLHD
for nonpayment.
3.3 Force Majeure. "Event of Force Maieure" means an event beyond the control of COLHD or University 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, tomado, drought, and flood); war, act or threats of
terrorism, hostilities (whether or not war be declared), invasion, act of enemies, mobilization, requisition, or embargo; 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 Partv") 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.
3.4 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.
3.5 Payment Upon Termination. In the event this Agreement is terminated in accordance with this Article, then within thirty
(30) days after the effective date of such termination, University shall submit University's termination statement for Services
rendered to the date of termination, and COLHD shall pay University for such Services within thirty (30) days of receipt of
University's termination statement.
3.6 Effect of Termination. 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.
Article 4
Insurance
4.1 The Texas Tech University System maintains a Medical Liability Self-Insurance Plan that provides medical malpractice
liability insurance to its employed physicians in amounts of $400,000 per claim/$1.2 million annual aggregate, unless lower
liability limits are set by law, in which case the lower liability limits set by law shall apply.
4.2 University state employees are subject to Texas Civil Practice and Remedies Code, Chapter 104, State Liability for Conduct of
Public Servants, under which state employees acting and the course and scope of their employment are entitled to protection
from the state with limits as set forth in §104.003.
4.3 The City of Lubbock maintains Medical Professional Liability coverage on a claims made and reported basis with a limit of
$1,000,000 per claim/$3 million annual aggregate, sub-limits may apply.
4.4 University and COLHD acknowledge that, as governmental entities, neither party may indemnify the other against claims,
demands, actions, liabilities, or expenses (including reasonable attorney's fees) arising out of the actions or omissions of the
other party. University and COLHD agree that they will be responsible for the negligence, gross negligence, willful misconduct
or legal wrongdoing of their own employees and agents in any way connected with the performance of any work under this
Agreement which results in claims or liabilities, penalties, costs or expenses as authorized by Texas law.
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D00572972-029 (2020-031) - Professional Patient Healthcaze Services Agreement - Provided By University (Government Entity)
City of Lubbock
CON3580398
Article 5
Licensure
5.1 University represents and warrants that University or its employees and agents providing Services: (i) hold and maintain
unrestricted, independent, active licenses to practice in Texas, if applicable; (ii) hold and maintain unrestricted Medicare and
Medicaid provider numbers, if applicable; (iii) are credentialed without restriction or limitation on the University medical staff
in their applicable specialty; (iv) never have had any privileges or license to practice suspended, revoked or terminated; (v)
never have been convicted of a felony, health care related crime, or of any other crime involving moral turpitude or immoral
conduct or been sanctioned by any state or federal governmental authority for civil or criminal health care related misconduct;
and (vi) have a current narcotics license and registration number issued by the appropriate governmental agency, if applicable.
University shall notify COLHD immediately if it becomes aware of any circumstances which will change the representations
in this section.
5.2 University represents and warrants that its employees and agents shall provide Services hereunder in accordance with: (i) their
license to provide professional services, as issued by the State of Texas; (ii) any applicable professional associations; (iii) the
criteria and standards set by any applicable specialty boards; (iv) The Joint Commission; and (v) all currently accepted and
approved methods of practice as established by other applicable societies, associations, or regulatory agencies.
5.3 University shall require that its employees and agents providing Services pursuant to this Agreement devote approximately the
hours per week set forth in this Agreement to fulfill the obligations described in this Agreement. Otherwise, the University's
employees and agents shall be free to dispose of such portion of their time, energy and skill as they are not obligated to devote
under this Agreement in such manner as they see fit and to such persons, patients, institutions, firms or corporations as they
deem advisable, provided such outside activities do not interfere with the performance of their duties under this Agreement.
5.4 University shall promptly prepare or cause to be prepared, and University shall require that University's employees and agents
providing Services prepare or cause to be prepared, reports and records of all examinations, procedures and other services
performed in accordance with generally accepted medical practices, regulatory and accrediting requirements and those policies
and procedures established by COLHD in order to properly document all Services provided, monitor the care of patients, and
to bill and receive payment for Services rendered. The ownership and right of control of all patient reports, records and
supporting documents prepared hereunder in connection with the Services shall belong exclusively to COLHD.
Article 6
HIPAA
6.1 HIPAA. It is the intent of the Parties to comply with 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 ("HIPAA"), as these may change from time to time. University shall not, and shall require that its employees and
agents, shall not, disclose to any third party, except where permitted or required by law or where such disclosure is expressly
approved by COLHD in writing, any individually identifiable patient or medical record information regarding COLHD patients,
and the University shall comply, and shall ensure that each of its employees and agents providing Services under this Agreement
complies, with all federal and state laws and regulations, and all HIPAA rules, regulations and policies of COLHD regarding
the confidentiality of such information.
Article 7
Compliance
7.1 Compliance with Applicable Laws and Policies. The Parties enter into this Agreement with the intent of conducting their
relationship in full compliance with the federal physician anti-referral law, the Medicare and Medicaid Anti-Fraud and Abuse
law and the Texas Occupations Code patient non-solicitation law. Notwithstanding any unanticipated effect of any of the
provisions herein, neither 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 or Texas Occupations Code patient non-solicitation law.
The Parties acknowledge that each is subject to applicable federal and state laws and regulations, 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
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D00572972-029 (2020-031) - Professional Patient Healthcare Services Agreement - Provided By University (Government Entity)
City of Lubbock
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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 COLHD represents and warrants that neither COLHD or any employees or agents who provide items or Services under this
Agreement are excluded, suspended, or debarred from participation in any federal or state health care program or federally
funded contracts. University may conduct searches of COLHD's name against various federal and state sanction and exclusion
databases, including, but not limited to the HHS OIG List of Excluded [ndividuals/Entities (LEIE), the GSA Excluded Parties
List System (EPLS) and the Texas HHSC Exclusion List. COLHD agrees to immediately inform University as soon as it is
aware that it or any of its employees, agents or contractors providing items or services under the Agreement are subject to the
imposition of any such sanctions or exclusion. This Agreement shall be subject to immediate termination by University in the
event COLHD or any of its employees, agents, or contractors, is listed on any federal or state sanction/exclusion list as being
subject to sanctions or exclusion.
Article 8
Medical Records and Billing
8.1 Medical Records. University shall have access to the complete medical records of all patients to whom health care is, or has
been, provided in whole or in part, by any University physician or other University health care provider. Access to or copies of
such records shall be made available to University upon request within a reasonable period of time, not to exceed 48 hours
from the time of the request.
8.2 Billing. COLHD will bill third-party payors for the services performed by University.
COLHD shall bill all payors and/or patients directly for the professional and technical components for all medical services
rendered by University and its providers pursuant to this Agreement. Accordingly, University hereby reassigns its right to bill
patients and third party private insurers, payors, and health plans to the City of Lubbock for the Services provided by University
and its providers pursuant to this Agreement. The foregoing reassignment right only applies to Services provided by University
and its providers pursuant to this Agreement, and all other clinical activities of University and its providers shall be billed,
collected and retained by the University in accordance with University policy and procedure. COLHD represents and warrants
that all billing and collection activities under this Agreement shall comply with all applicable laws and regulations.
Article 9
Audit
9.1 Access to Documents. 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, University andlor 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 University reveals any errors/underpayments to University, COLHD shall
pay University the full amount of such underpayments within thirty (30) days of such audit findings. [f 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 Section shall survive termination of this Agreement.
Article 10
Access to Books and Records
10.1 The Parties agree that until the expiration of four years after the furnishing of services under this Agreement, the Parties will
make available to the Secretary ofthe United States Department of Health and Human Services ("the Secretarv") 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.
10.2 If a Party carries out the duties of this Agreement through a subcontract worth $10,000 or more over a twelve 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.)
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D00572972-029 (2020-031) - Professional Patient Healthcare Services Agreement - Provided By University (Government Entity)
City of Lubbock
CON3580398
Article 1 l
General Provisions
11.1 Independent Contractor. The Parties agree and acknowledge that any health care professional employed by University and
providing services pursuant to this Agreement is an independent contractor and shall not be an employee of the City of Lubbock
or the COL! �1], and that any such health care professional shall have no power to bind the City of Lubbock or the COLHD in
any legal contract or in any other way without prior written consent of the City. This Agreement is not intended to, and shall
not be construed to, create any joint venture between or among the Parties.
11.2 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:
COLHD
Attention: Katherine Wells
Title: Director of Public Health
Ciry of Lubbock
PO Box 2000
Lubbock, TX 79457
kwells@mylubbock.us
11.3
11.4
Texas Tech University Health Sciences Center
A'I'7'N: Contracting Office
3601 4th Street, STOP 6217
Lubbock,Texas79430
contracti ng@ttuhsc. edu
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.
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.
Assignment. Neither Party may assign this Agreement, in whole or in part, without the prior written consent of the other Party.
11.5 Human Trafticking Certification. Pursuant to Texas Govemment 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.
11.6 Publicity and Marks. COLHD agrees that it will not use University's name or protected marks without University's prior
written approval.
11.7 Venue; Governing Law. This Agreement is governed by and construed and enforced in accordance with the laws of the State
of Texas. The state or federal courts of Lubbock County, Texas, shall be the sole proper place of venue for any legal action or
proceeding arising out of this Agreement or the enforcement of any provision of this Agreement.
11.8 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.
11.9 Sovereign Immunity Acknowledged and Retained. THE PARTIES EXPRESSLY AGREE THAT NO PROVISION OF
THIS AGREEMENT IS IN ANY WAY INTENDED TO CONSTITUTE A WAIVER BY EITHER PARTY OF ANY
IMMUNITIES FROM SUIT OR LIABILITY THAT EITHER PARTY MAY HAVE BY OPERATION OF LAW. THE
PARTIES RETAIN ALL GOVERNMENTAL IMMUNITIES.
11.10 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, including, without limitation, any patients of the COLHD nor shall such person or entity have any right to seek,
enforce or recover any right or remedy with respect hereto.
1 l.l 1 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
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D00572972-029 (2020-031) - Professional Patient Healthcare Services Agreement - Provided By University (Govemment Entity)
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Party to execute this Agreement on behalf of the Party and to validly and legally bind the Party to all of its terms, performances,
and provisions.
11.12 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 conceming the subject
matter described herein.
11.13 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 formaY' (".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.
Texas Tech University Health Sciences Center:
P N
Penny Harkey ar 15, 202 8:12 CDT)
Signature
Penny Harkey
Name
Executive Vice President of Finance and Operations
Title
03/15/2024
Date
Mavor
Title
A rn i 1 9, 2�24
Date
A ST:
Courtney Paz
City Secretary
APPRO D AS TO CONTENT:
Katherine ells
City of Lubbock Health Director
APPROVED AS TO FORM:
achael Foster
Assistant City Attorney
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City of Lubbock: