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HomeMy WebLinkAboutC2016-287 - 5/24/2016 - NA • PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF CORPUS CHRISTI AND DR. RANDALL LEE SIMONSEN THE STATE OF TEXAS § § KNOW ALL BY THESE PRESENTS: COUNTY OF NUECES § • Section 1. Parties. This professional services agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation ("City"), acting through its City Manager or the City Manager's designee ("City Manager"), and Dr. Randall Simonsen, M.D., a licensed medical doctor of the State of Texas, in his individual capacity ("Dr. Simonsen"). Section 2. Engagement. The City engages Dr. Simonsen to provide professional services for the Corpus Christi-Nueces County Public Health District in the capacity of the Corpus Christi- Nueces County Public Health District's Medical Pathologist. Section 3. Term. The term of this Agreement commences on January 1, 2016, and terminates on December 31, 2017. This Agreement may be renewed for an additional term, subject to sufficient appropriations, for the same period of calendar days and under the same terms and conditions, upon mutual agreement of the parties, in writing and signed by authorized representatives of each. Section 4. Services. In consideration of payment to be made for services rendered, Dr. Simonsen agrees to provide professional services, including, but not limited to the following: a) serve as the Medical Pathologist for the City Corpus Christi-Nueces County Public Health District's laboratory, b) responsible for the overall operation and administration of the City Corpus Christi- Nueces County Public Health District's laboratory, located at 1702 Holly Road, Corpus Christi, Nueces County Texas, including i) ensuring the personnel are competent to perform test procedures; ii) recording and reporting test results promptly, accurately and proficiently; and iii) assuring compliance with the applicable laws and regulations; c) be accessible to the laboratory to provide onsite, telephone or electronic consultation as needed; d) ensure that testing systems developed and used for each of the tests performed in the laboratory provide quality laboratory services for all aspects of test performance, which include the preanalytic, analytic, and postanalytic phases of testing; Page 1 of 9 2016-287 5/24/16 Dr.Randall Simonsen M.D. INDEXED e) ensure that the physical plant and environmental conditions of the laboratory are appropriate for the testing performed and provide a safe environment in which employees are protected from physical, chemical and biological hazards; f) ensure that i) test methodologies selected have the capability of providing the quality of results required for patient care; ii) ensure verification procedures used are adequate to determine the accuracy, precision and other pertinent performance characteristics of the method; and iii) ensure that laboratory personnel are performing the test methods as required for accurate and reliable results g) Ensure that the laboratory is enrolled in an HHS-approved proficiency testing program for the testing performed and that i) The proficiency testing samples are tested as required under subpart H of part 49, title 42 of the Code of Federal Regulations; ii) The results are returned within the timeframes established by the proficiency testing program; iii) All proficiency testing reports received are reviewed by the appropriate staff to evaluate the laboratory's performance and to identify any problems that require corrective action; and iv) An approved corrective action plan is followed when any proficiency testing result is found to be unacceptable or unsatisfactory; h) ensure that the quality control and quality assessment programs are established and maintained to assure the quality of laboratory services provided and to identify failures in quality as they occur; i) ensure the establishment and maintenance of acceptable levels of analytical performance for each test system; j) ensure that all necessary remedial actions are taken and documented whenever significant deviations from the laboratory's established performance characteristics are identified, and that patient test results are reported only when the system is functioning properly k) ensure that reports of test results include pertinent information required for interpretation; 1) ensure that consultation is available to the laboratory's clients on matters relating to the quality of the test results reported and their interpretation concerning specific patient conditions; m) ensure that a general supervisor provides on-site supervision of high complexity test performance by testing personnel qualified under 42 C.F.R 493.1489(b)(4); n) ensure a sufficient number of laboratory personnel with the appropriate education and either experience or training to provide appropriate consultation, properly supervise and accurately perform tests and report test results in accordance with the personnel responsibilities described in subpart M of title 42 of the Code of Federal Regulations; Page 2 of 9 o) ensure that prior to testing patients' specimens, all personnel have the appropriate education and experience, receive the appropriate training for the type and complexity of the services offered, and have demonstrated that they can perform all testing operations reliably to provide and report accurate results; p) ensure that policies and procedures are established for monitoring individuals who conduct preanalytical, analytical and postanalytical phases of testing to assure that they are competent and maintain their competency to process specimens, perform test procedures and report test results promptly and proficiently, and whenever necessary, identify needs for remedial training or continuing education to improve skills q) ensure that an approved procedure manual is available to all personnel responsible for any aspect of the testing process; and r) specify, in writing, the responsibilities an duties of each consultant and each supervisor, as well as each person engaged in the performance of the preanalytic, analytic and postanalytic phases of testing, that identifies which examinations and procedures each individual is authorized to perform, whether supervision is required for specimen processing, test performance or result reporting and whether supervisory or director review is required prior to reporting patient test results; and s) serve as the Clinical Consultant to the City Corpus Christi-Nueces County Public Health District's laboratory and provide consultation regarding the appropriateness of the testing ordered and interpretation of the test result. The clinical consultant must: i) be available to provide consultation to the laboratory's clients; ii) be available to assist the laboratory's clients in ensuring that appropriate tests are ordered to meet the clinical expectations; iii) ensure that reports of test results include pertinent information required for specific patient interpretation; and iv) ensure that consultation is available and communicated to the laboratory's clients on matters related to the quality of the test results reported and their interpretation concerning specific patient conditions. Section 5. Relationship of the Parties. (A) Dr. Simonsen will perform all Services as an independent contractor and will furnish the Services in his own manner and method. Under no circumstances or conditions will Dr. Simonsen be considered an employee of the City for any purpose or reason. Dr. Simon may only act as an agent of the City's Corpus Christi-Nueces County Public Health District laboratory in the capacity of a Medical Pathologist. (B)Dr. Simonsen acknowledges that he is competent, capable, qualified and duly licensed by the State of Texas to perform the Services specified under this Agreement. Dr. Simonsen will provide the City with a copy of his current medical license upon execution and return of this Agreement. Page 3 of 9 Section 6. Fee/Compensation for Services. (A) In consideration of Dr. Simonsen's faithful performance of this Agreement and as full compensation for Services performed pursuant to this Agreement, the City shall pay Dr. Simonsen a monthly amount of$500.00, to be remitted on a monthly basis following the delivery of Services. (B) Dr. Simonsen acknowledges and agrees that he is personally responsible for the payment of all federal, State, and local taxes and fees, of any nature whatsoever, accruing or that may derive from the receipt of compensation under this Agreement. Section 7. Insurance Required. (A) Before the performance required under this Agreement can begin, Dr. Simonsen shall deliver copies of all Certificates of Insurance ("Certificates") required by Exhibit A, which is attached to this Agreement and Incorporated in this Agreement by reference, as proof that the required insurance coverage provisions of this Agreement have been satisfied. Copies of the Certificates must be submitted to the City's Risk Manager("Risk Manager") and to the City Manager. Dr. Simonsen must maintain in good standing and keep in force all insurance coverages required under this Agreement for the term of this Agreement. (B) The Certificates must state, in writing on the face of each document, that the Risk Manager shall be given at least 30 days written notice of cancellation, any material change, or intent not to renew any of the policies required under this Agreement, by certified mail. Additionally, the City of Corpus Christi must be named as separate additional insureds for liability arising from Dr. Simonsen's provision of Services under this Agreement. (C) If the insurance company or companies utilized by Dr. Simonsen elects to use the standard ACORD form, the cancellation clause located on the bottom right of each ACORD form must be amended by adding the wording "materially changed or" between "be" and "canceled," deleting the words "endeavor to," and deleting the wording after"left." In lieu of modification of an ACORD form, separate endorsements addressing the same substantive requirements, as stated in this section and Exhibit A, are mandatory on the ACORD form. (D) Dr. Simonsen must provide workers' compensation coverage through a licensed insurance company or through self-insurance obtained in accordance with Texas law. Section 8. Indemnification. To the extent allowed by Texas law, Dr. Simonsen ("indemnitor") will indemnify and hold harmless the City and its respective officers, employees, representatives, and agents (indemnitees")from and against any and all liability, damages, loss, claims, demands, suits, and causes of action of every nature whatsoever asserted against or recovered from the Page 4 of 9 indemnitees, or any of them individually, on account of personal injuries (including, without limitation on the foregoing, workers'compensation, premises defects, and death claims),property loss or damage, or any other kind of damage, including dishonest,fraudulent, negligent, or criminal acts of the Indemnitor or any of his employees, representatives, or agents, acting alone or in collusion with others, and including all expenses of litigation, court costs, and attorneys'fees which arise, or are claimed to arise, out of or in connection with the services provided by the Indemnitor pursuant to this Agreement, regardless of whether such injuries, death, or damages are caused or claimed to be caused by the concurrent or contributory negligence of the Indemnitees, or any of them individually. The Indemnitor covenants and agrees that, if the indemnitees, or any of them individually, are made a party to any litigation against the Indemnitor or, in any litigation commenced by any party other than the Indemnitor, relating to this Agreement, the Indemnitor, shall, upon receipt of reasonable notice regarding the commencement of any litigation, at its own expense, investigate all claims and demands, attend to their settlement or other disposition, defend the indemnitees collectively or each separately, in all actions based thereon with counsel satisfactory to the indemnitees, and pay all charges of attorneys and all other costs and expenses of any kind arising from any said liability, damage, loss, demand, claim, or action. Section 9. Nondiscrimination. Dr. Simonsen shall not discriminate nor permit discrimination against any person or group of persons, as to employment or in the performance of Services under this Agreement, on the grounds of race, religion, national origin, sex, disability, or age, or in any manner prohibited by the laws of the United States or the state of Texas. The City retains the right to take such action as the United States may direct to enforce this non-discrimination covenant. Section 10. Compliance with Laws. Dr. Simonsen must comply with all applicable federal, State, and local government laws, rules, regulations, and ordinances, which may be applicable to the Services to be rendered under this Agreement and to his performance under this Agreement. Section 11. Notices. (A) All notices, demands, requests, or replies provided for or permitted, under this Agreement by either party must be in writing and must be delivered by one of the following methods: (1) by personal delivery; (2) by deposit with the United States Postal Service as certified mail, return receipt requested, postage prepaid; (3) by prepaid telegram;(4) by deposit with an overnight express delivery service, for which service has been prepaid; or, (5) by fax transmission. Page 5 of 9 (B) Notice deposited with the United States Postal Service in the manner described above will be deemed effective two (2) business days after deposit with the United States Postal Service. Notice by telegram or overnight express delivery service in the manner described above will be deemed effective one (1) business day after transmission to the telegraph company or overnight express carrier. Notice by fax will be deemed effective upon transmission with proof of delivery to the receiving party. All such communications must only be made to the following: IF TO THE HEALTH DISTRICT: IF TO DR. SIMONSEN: City of Corpus Christi Dr. Randall Lee Simonsen, M.D. Attn: City Manager 8205 Campodolcino Drive P. O. Box 9277 Corpus Christi, TX 78414 Corpus Christi, TX 78469-9277 (361) 779-8813 Office (361) 826-3220 Office (361) 661-8184 Fax (361) 826-3839 Fax (C)Either party may change the address to which notice is sent by using a method set out above in this section. Dr. Simonsen must notify the City of an address or phone number change within 10 days after the address or number is changed. Section 12. Amendments. No alterations, changes, or modifications to the terms of this Agreement nor the waiver of any provision will be valid unless made in writing and signed by all parties to this Agreement, by a person authorized to sign agreements on behalf of each party. Section 13. Waiver. (A) The failure of any party to complain of any act or omission on the part of the other party, no matter how long the same may continue, will not be deemed a waiver by said party of any of its rights under this Agreement. (B) No waiver of any covenant or condition or of the breach of any covenant or condition of this Agreement by any party at any time, express or implied, will be taken to constitute a waiver of any subsequent breach of the covenant or condition nor will justify or authorize the nonobservance on any other occasion of the same or any other covenant or condition of this Agreement. (C) If any action by Dr. Simonsen requires the consent or approval of the City on one occasion, any consent or approval given on said occasion will not be deemed a consent or approval of the same or any other action at any other occasion. (D) Any waiver or indulgence of Dr. Simonsen's default of any provision of this Agreement will not be considered an estoppel against the City. It is expressly understood that, if at any time Dr. Simonsen is in default of any of the conditions or covenants of this Agreement, the failure on the part of the City to promptly avail itself of any rights and remedies which the Page 6 of 9 City may have will not be considered a waiver on the part of the City, but the City may at any time avail itself of said rights or remedies or elect to terminate this Agreement on account of said default. (E)The rights and remedies in this section are cumulative and are in addition to any other rights and remedies provided by law. Section 14. Budgetary Appropriations. Dr. Simonsen understands and acknowledges that the continuation of this Agreement after the close of any fiscal year of the City, which fiscal year ends on September 30, of each year, is subject to sufficient appropriations and budget approval providing for or covering this Agreement as an expenditure in the City's budgets. The City does not represent to Dr. Simonsen that said budget item will be actually adopted, the determination as to appropriations and expenses being within the sole discretion of the City's governing body at the time of adoption of its budget. If revenue funds are not appropriated by the City for any individual fiscal year following the execution of this Agreement, the City reserves the right to terminate this Agreement without penalty. Section 15. Force Majeure. No party to this Agreement will be liable for failures or delays in performance due to any cause beyond their control including, but not limited to, any failures or delays in performance caused by strikes, lock outs, fires, acts of God or the public enemy, common carrier, severe inclement weather, riots or interference by civil or military authorities. The rights and obligations of the parties will be temporarily suspended during this period to the extent performance is reasonably affected. Section 16. Assignment and Transfer of Agreement. This Agreement may not be, in whole or in part, assigned or transferred, directly or indirectly, by Dr. Simonsen without the prior written consent of the City. Subject to the foregoing, this Agreement shall be binding upon the City and Dr. Simonsen and each of their respective successors and assigns. Section 17. Termination of Agreement. (A) This Agreement may be terminated prior to the term specified in Section 3 of this Agreement under the following circumstances: (1) Upon 30 days written notice by either party; (2) Lack of budgetary appropriations by the City as specified in Section 14; or (3) By mutual consent of the parties to this Agreement. (B)In the event of a termination of this Agreement, any unpaid compensation due by the City to Dr. Simonsen for Services performed up to the effective date of termination will be paid to Dr. Simonsen within 10 days of the effective termination date. (C)The parties acknowledge and agree that this Agreement may be terminated with or without cause. Page 7 of 9 Section 18. Venue and Jurisdiction. (A) All actions brought to enforce compliance will be brought in Nueces County, where this Agreement was executed and will be performed. (B)This Agreement will be governed by and construed in accordance with the laws of the State of Texas. Section 19. Severability. (A)If, for any reason, any section, paragraph, subdivision, clause, provision, phrase, or word of this Agreement or the application hereof to any person or circumstance is, to any extent, held illegal, invalid, or unenforceable under present or future law or by a final judgment of a court of competent jurisdiction, then the remainder of this Agreement, or the application of said term or provision to persons or circumstances other than those as to which it is held illegal, invalid, or unenforceable, will not be affected thereby, for it is the definite intent of the parties to this Agreement that every section, paragraph, subdivision, clause, provision, phrase, or word hereof be given full force and effect for its purpose. (B)To the extent that any clause or provision is held illegal, invalid, or unenforceable under present or future law effective during the term of this Agreement, then the remainder of this Agreement is not affected thereby, and in lieu of each such illegal, invalid, or unenforceable clause or provision, a clause or provision, as similar in terms to such illegal, invalid, or unenforceable clause or provision as may be possible and be legal, valid, and enforceable, will be added to this Agreement automatically. Section 20. Disclosure of Interest. In compliance with Section 2-349 of the City's Code of Ordinances, Dr. Simonsen agrees to complete the City's Disclosure of Interests form, which is attached to this Agreement as Exhibit B, the contents of which are incorporated in this document by reference as if fully set out in this Agreement. Section 21. Entirety Clause. This Agreement and the attached and incorporated exhibits constitute the entire agreement between the parties for the purposes stated. All other agreements, promises, representations, and understandings, oral or otherwise, with reference to the subject matter hereof, unless contained in this Agreement, are expressly revoked, as the parties intend to provide for a complete understanding within the provisions of this Agreement and its exhibits of the terms, conditions, promises, and covenants relating to Dr. Simonsen's performance hereunder. (EXECUTION PAGES FOLLOW) Page 8 of 9 EXECUTED IN DUPLICATE, each of which will be considered an original, on this the $q.4 day of /77 a y , 2016. CITY OF CORPUS CHRISTI Aisirorte,Margie Rose Deputy City Manager For the City Manager APPROVED AS TO FORM ONLY: 416o3J 4901 .fL..4. OCC" Y - e Aguil. A. tant "rty At e rney For the City Attorney Dr. Randall Simonsen, in his individual capacity yort_ki, 4/4- Signature Date LAlikcx-iC5\ OW 0 Printed Name Texas Medical License Number STATE OF TEXAS § COUNTY OF NUECES § instrumentN.) was acknowledged before me on the ' day of Q, This g 2016, by Dr. Randall Simonsen. )J/11, Epo-atiAt- Notary Public, State of Texas Page 9 of 9 cep TERE ESCALANTE MyCommission Expires Nove7,2019 EXHIBIT A INSURANCE REQUIREMENTS CONTRACTED PHYSICIAN'S LIABILITY INSURANCE A. Contracted Physician must not commence work under this agreement until all insurance required has been obtained and such insurance has been approved by the City. B. Contracted Physician must furnish to the City's Risk Manager and Director of City/County Health Department, 1 copy of Certificates of Insurance (COI) with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-written day notice of cancellation, Bodily Injury and Property Damage required on all certificates or by applicable Per occurrence - aggregate policy endorsements PROFESSIONAL LIABILITY including $300,000 Per Claim Medical Mal Practice. AUTO LIABILITY State of Texas—Minimum Liability Limits C. In the event of accidents of any kind related to this agreement, Contracted Physician must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. II. ADDITIONAL REQUIREMENTS A. Contracted Physician shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Contracted Physician's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. B. Contracted Physician shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Contracted Physician shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Risk Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 C. Contracted Physician agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • • Provide thirty (30) calendar days advance written notice directly to City of any suspension, cancellation, non-renewal or material change in coverage, and not less than ten (10) calendar days advance written notice for nonpayment of premium. E. Within five (5) calendar days of a suspension, cancellation, or non-renewal of coverage, Contracted Physician shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Contracted Physician's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. F. In addition to any other remedies the City may have upon Contracted Physician's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Contracted Physician to remove the exhibit hereunder, and/or withhold any payment(s) if any, which become due to Contracted Physician hereunder until Contracted Physician demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Contracted Physician may be held responsible for payments of damages to persons or property resulting from Contracted Physician's performance of the work covered under this agreement. H. It is agreed that Contracted Physician's insurance shall be deemed primary and non-contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. I. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. 2016 Insurance Requirements Health Department Contracted Physicain 3/29/2016 ds Risk Management SUPPLIER NUMBER TO BE ASSIGNED BY CITY PURCHASING DIVISION EXHIBIT B City of Corpus Chr►sti CITY OF CORPUS CHRISTI DISCLOSURE OF INTEREST Corpus Christi Code § 2-349, as amended, requires all persons or firms seeking to do business with the City to provide the followinginformation. Every question must be answered. If the question is not applicable, answer with "NA". ee next page for Filing Requirements, Certification and Definitions. COMPANY NAME: vr�`c-L1 LA-1/4,o STREET ADDRESS: g2- C,14-1 a Gt Ic o • P.O. BOX: CITY: COv\34- S C-1-A-k S k k STATE: T1- ZIP: ---(3-q(y- FIRM IS: 1. Corporation ❑ 2. Partnership ❑ 3. Sole Owner El-- 4. 4. Association ❑ 5. Other ❑ If additional space is necessary, please use the reverse side of this page or attach separate sheet. 1. State the names of each"employee" of the City of Corpus Christi having an "ownership interest"constituting 3% or more of the ownership in the above named "firm." Name Job Title and City Department (if known) 2. State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Title 3. State the names of each "board member" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Board, Commission or Committee 4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Consultant 1 FILING REQUIREMENTS If a person who requests official action on a matter knows that the requested action will confer an economic benefit on any City official or employee that is distinguishable from the effect that the action will have on members of the public in general or a substantial segment thereof, you shall disclose that fact in a signed writing to the City official, employee or body that has been requested to act in the matter, unless the interest of the City official or employee in the matter is apparent. The disclosure shall also be made in a signed writing filed with the City Secretary. [Ethics Ordinance Section 2-349 (d)]. CERTIFICATION I certify that all information provided is true and correct as of the date of this statement, that I have not knowingly withheld disclosure of any information requested, and that supplemental statements will be promptly submitted to the City of Corpus Christi, Texas, as changes occur. Certifying Person: AL(ScA.1 Title: Signature of Date: Certifying Person: -7,c,;,,J,�c..0 �_ Sh(hC. DEFINITIONS a. "Board member." A member of any board, commission, or committee of the city, including the board of any corporation created by the city. b. "Economic benefit". An action that is likely to affect an economic interest if it is likely to have an effect on that interest that is distinguishable from its effect on members of the public in general or a substantial segment thereof. c. "Employee." Any person employed by the city, whether under civil service or not, including part-time employees and employees of any corporation created by the city. d. "Firm." Any entity operated for economic gain, whether professional, industrial or commercial, and whether established to produce or deal with a product or service, including but not limited to, entities operated in the form of sole proprietorship, as self-employed person, partnership, corporation, joint stock company, joint venture, receivership or trust, and entities which for purposes of taxation are treated as non-profit organizations. e. "Official." The Mayor, members of the City Council, City Manager, Deputy City Manager, Assistant City Managers, Department and Division Heads, and Municipal Court Judges of the City of Corpus Christi, Texas. f. "Ownership Interest." Legal or equitable interest, whether actually or constructively held, in a firm, including when such interest is held through an agent, trust, estate, or holding entity. "Constructively held" refers to holdings or control established through voting trusts, proxies, or special terms of venture or partnership agreements. g. "Consultant."Any person or firm, such as engineers and architects, hired by the City of Corpus Christi for the purpose of professional consultation and recommendation. 2