HomeMy WebLinkAbout20121055.tiff RESOLUTION
RE: APPROVE AGREEMENT FOR DISPATCH SERVICES AND AUTHORIZE CHAIR TO
SIGN - BANNER HEALTH, DBA NORTH COLORADO MEDICAL CENTER
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with an Agreement for Dispatch Services
between the County of Weld, State of Colorado, by and through the Board of County
Commissioners of Weld County, and Banner Health, dba North Colorado Medical Center,
commencing May 7, 2012, with further terms and conditions being as stated in said agreement,
and
WHEREAS, after review, the Board deems it advisable to approve said agreement, a
copy of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of
Weld County, Colorado, that the Agreement for Dispatch Services between the County of Weld,
State of Colorado, by and through the Board of County Commissioners of Weld County, and
Banner Health, dba North Colorado Medical Center, be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized
to sign said agreement.
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 23rd day of April, A.D., 2012.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
ATTEST: j �on •
Sean P. Conway, ChairC�
Weld County Clerk to the Board
EL
a illiam F. Garcia, Pro-Tem •
BY: ‘O-es-'v. .
Deputy Cler to the Boar. ` .:"'•. . .-�
` `'�,•.= a Kirkmeyer
'' iii.•• `
,r. 1
APPRO ED AS e�>>�!' : %® • -
j � � ^ David E. Lon.
' .• orney \C Caivie
Douglas ademacher
Date of signature: 5- & _/ a
ovi .40 5 UU ee,
_apt -I a , as i a 2012-1055
BC0043
AGREEMENT FOR DISPATCH SERVICES
THIS AGREEMENT FOR DISPATCH SERVICES is made and entered into as of the
signature dates set forth below, to be effective as of May 7, 2012 (the "Effective Date"), by and
between the COUNTY OF WELD, a political subdivision of the STATE OF COLORADO, by and
through the Board of County Commissioners of the COUNTY OF WELD, whose address is P.O.
Box 758, 1150 O Street, Greeley, CO 80632 ("County") and BANNER HEALTH, an Arizona
nonprofit corporation, d/b/a NORTH COLORADO MEDICAL CENTER, whose address is 1801
16th Street, Greeley, CO 80631 ("Banner").
WITNESSETH:
WHEREAS, on the Effective Date, County shall transfer to Banner the ownership and
operational responsibility for the Weld County Paramedic Services for continued operations
within Weld County, Colorado, and
WHEREAS, County provides emergency radio dispatch services for Weld County public
safety organizations through a contract with the City of Greeley; and as part of said contract, will
provide to Banner, dispatch services for all Banner ambulances, pursuant to and according to
the terms of this Agreement, and
WHEREAS, both Banner and County believe that it is necessary for County to ensure
that there are personnel with the Weld County Regional Communication Center ("WCRCC")
who are knowledgeable for the purpose of dispatching Banner; to that end, County, through its
contract with Greeley, will ensure that personnel and adequate training for the personnel
dispatching Banner are provided for.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, the parties hereto agree as follows:
1. Dispatch of Banner Ambulances. WCRCC shall provide the following dispatch
services for the dispatch of Banner ambulances within Weld County, including, but not
limited to, all unincorporated areas of Weld County, and all incorporated areas of
municipalities located within Weld County that have not chosen to "organize, own,
operate, control, direct, manage, contract for, or furnish ambulance service," pursuant to
the provisions of C.R.S. § 31-15-201(1)(f); excepting those areas in Southwestern Weld
County currently serviced by organized ambulance districts/fire districts and not serviced
by the Weld County Paramedic Service as of the date of this Agreement ("the Service
Area").
A. County shall require WCRCC to direct all medical calls received by WCRCC
requiring emergency dispatch, as defined in 42 CFR Section 414.605, to Banner;
except in those circumstances where mutual aid is requested. The County shall
require the WCRCC to not dispatch any other provider of ground ambulance
services to respond to such medical calls within the Service Area.
B. As a condition of such dispatch services, Banner shall ensure that at all times
during the term of this Agreement its ambulance service shall comply with the
standards set forth.
2. Term. This Agreement for Services shall be for the period beginning on the Effective
Date continuing through December 31, 2013, and shall renew automatically for
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successive one (1) year periods thereafter, subject to the termination by either party,
with or without cause, upon 60 days written notice.
3. Banner Agrees.
A. For the dispatch services defined herein, to pay to County the sum of Two
Hundred Seventeen Thousand Four Hundred Seventy-Two and 66/100ths
Dollars ($217,472.66) for the period from the Effective Date through December
31, 2012, with Twenty Seven Thousand One Hundred Eighty-Four and 08/100ths
Dollars ($27,184.08) being due on the last day of each month, beginning May 31,
2012. All payments shall be made payable to "WELD COUNTY, COLORADO."
The monthly rate for such dispatch services for each year thereafter shall be set
by County by December 1st of each year (and communicated to Banner on that
date), based upon the cost per agency being dispatched by the WCRCC during
the previous twelve (12) month period.
B. To ensure that at all times during the term of this Agreement Banner's
ambulance service shall comply with the standards set forth in the document
entitled, "Consultant Report, Weld County Government Department of Paramedic
Services Weld County, Colorado, EMS Assessment," dated November 10, 2008,
by Fitch & Associates, LLC ("the Fitch Study"); specifically, without limitation,
those standards set forth on pages 8 and 9, under the heading "The Optimal
EMS System," and the "Time Interval Benchmarks" set forth in Table 1 on Page
20, of the Fitch Study.
4. County Agrees. To provide continuous twenty-four (24) hour per day, seven (7) days
per week dispatching support for all Banner ambulances.
5. Access to Call Histories Involving Banner.
A. County hereby recognizes the necessity for Banner to, at various times, obtain
call histories involving Banner. County shall provide written call history reports to
Banner upon written request by Banner.
B. By receiving such written reports of call histories, Banner may have access to
confidential law enforcement information, including, but not limited to, information
concerning arrests, criminal investigations, and details from official police reports.
Banner understands that unauthorized dissemination of any confidential
information to anyone by Banner, its employees, agents, or assigns may result in
civil liability and/or criminal action against Banner.
C. Banner shall continue to utilitize their current policy concerning the release of
information by their staff obtained from the written call history reports.
6. Mutual Indemnification. To the extent allowed by law, each party shall indemnify and
save harmless the other party for, from and against all actions, liabilities, losses,
damages, claims and demands whatsoever, including costs, expenses and attorneys'
fees, resulting from or claimed to have resulted from any intentional or negligent acts or
omissions of the indemnifying party or its employees or agents engaged in the work
under this Agreement at the time of the event or occurrence upon which such actions,
claims or demands are based. Where both Banner and County, including their
respective employees or agents, participated in the liability causing event, each party
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shall contribute to the common liability a pro rata share based upon its relative degree of
fault.
7. Insurance. Each party shall obtain and maintain in force during the term of this
Agreement (a) comprehensive general liability insurance, including blanket contractual
liability, and (b) complete operations insurance, all with minimum limits of One Million
and No/100ths Dollars ($1,000,000.00) per occurrence and Three Million and No/10ths
Dollars ($3,000,000.00) in the annual aggregate, as required by law. Each party also
shall provide the other party with a certificate of insurance, acceptable to the other party,
stating that the above coverages are in force, and shall continue in force, throughout the
term of this Agreement.
8. Confidentiality. To the extent allowed by law, County and its employees and agents
shall keep confidential all knowledge, information and documents entrusted to its care by
Banner. Neither County nor any of its employees or agents shall disclose any
knowledge, information or documents entrusted to it or them by Banner to any person,
firm or corporation other than the person, firm or corporation designated by Banner.
Knowledge, information and documents entrusted by Banner to County may include, but
are not limited to, the names of vendors and the terms and conditions (including financial
information) with vendors, the names of Banner patients and the terms and conditions
(including financial information) of agreements with, or for the benefit of, Banner patients
and all medical records and information, trade secrets, proprietary information, non
public information, clinical, marketing, personnel and administrative policies, procedures,
manuals and reports, written proprietary agreements or contracts, and other assets of
Banner. The parties acknowledge that this Agreement between the parties is subject to
disclosure upon request pursuant to the Colorado Open Records Act.
9. No Waiver of Immunity. No portion of this Agreement shall be deemed to constitute a
waiver of any immunities the parties or their officers may possess, nor shall any portion
of this Agreement be deemed to have created a duty of care with respect to any persons
not a party to this Agreement.
10. Parties' Relationship. The parties to this Agreement intend that the relationship
between them contemplated by this Agreement is that of independent entities working in
mutual cooperation. No employee, agent, or servant of one party shall be deemed to be
an employee, agent, or servant of the other party to this Agreement.
11. Severability. If any section, subsection, paragraph, sentence, clause, or phrase of this
Agreement is for any reason held or decided to be unconstitutional or invalid, such
decision shall not affect the validity of the remaining portions. The parties hereto declare
that they would have entered into this Agreement in each and every section, subsection,
paragraph, sentence, clause, and phrase thereof irrespective of the fact that any one or
more sections, subsections, paragraphs, sentences, clauses, or phrases might be
declared to be unconstitutional or invalid.
12. Funding. Nothing in this agreement shall be construed to require Weld County to
provide funding not previously budgeted for the term of this contract.
13. Compliance with HIPAA. To the extent applicable, both parties will comply with the
provisions of the Health Insurance Portability and Accountability Act of 1996 and the
Standards for Privacy of Individually Identifiable Information contained in 45 CFR Parts
160 and 164 (the "HIPAA Privacy Standards"), as of the effective date of the HIPAA
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Privacy Standards on April 14, 2003, or as may be later determined. If this Agreement
must be amended to secure such compliance, the parties shall meet in good faith to
agree upon such amendments. If the parties cannot agree upon such amendments, then
either party may terminate this Agreement upon thirty (30) days' prior written notice to
the other party.
14. Conflict of Interest Disclosure. County represents and warrants that neither County
nor any affiliate of County nor any officers, directors, employees, partners, members,
owners or shareholders of County or any affiliate of County is related to, affiliated in any
way with, or employs (or otherwise has a compensation interest with) any officer,
director or employee of Banner.
15. Assignment. This Agreement may not be assigned by either party without theprior
written consent of the other party. If consent to an assignment is obtained, this
Agreement is binding on the successors and assigns of the parties to this Agreement.
Notwithstanding any provision of this Agreement to the contrary, either party shall have
the right to assign or otherwise transfer its interest under this Agreement to any "related
entity." For the purposes of this section, a related entity shall be deemed to include a
parent, subsidiary, any entity that acquires all or substantially all of that party's assets or
operations relating to this Agreement, and the surviving entity of any merger or
consolidation involving that party. Any assignment to a related entity shall not require the
consent or approval of the non- assigning party in order to be effective.
16. Regulatory Termination. If, prior to the expiration of the term of this Agreement, any
federal, state or local regulatory body, including, but not limited to, the Centers for
Medicare and Medicaid Services (CMS), the Department of Health and Human Services
(HHS) or the Internal Revenue Service (IRS) determines that this Agreement is illegal or
jeopardizes Banner's tax exempt status or otherwise materially affects either party's
business, then the affected party shall give the other party such notice as is reasonable
in the circumstances and shall make available a reasonable period within which to cure.
If no cure is implemented by the parties, then either party, in its discretion, may
terminate this Agreement with such notice as is reasonable under the circumstances.
17. Governing Law. This Agreement shall be governed by the internal substantive law of
the State of Colorado, without regard for conflicts of laws.
18. No Third Party Enforcement. It is expressly understood and agreed that enforcement
of the terms and conditions of this Agreement, and all rights of action relating to such
enforcement, shall be strictly reserved to the undersigned parties, and nothing contained
in this Agreement shall give or allow any claim or right of action whatsoever by any other
person not included in this Agreement. It is the express intention of the undersigned
parties, that any third parties receiving services or benefits under this Agreement shall
be deemed to be an incidental beneficiary only.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate
originals on the dates shown below our respective signatures.
BANNER: COUNTY:
The County of Weld, a political subdivision of
the State of Colorado, by and through the
Banner Health Board of County Commissioners of the
d/b/a North Colorado Medical Center County of Weld
By: EGGIL By: p
Name: Rick Sutton Name: Sean P. Conway
Title: Chief Executive Officer Title: Chairman
Date: *bill_ Date: APR 2 3 2012
Attest: # IS La
Clerk to th Boardc.
.e••.1
By:
Name:
Title: Deputy Clerk to the Board
Date: APR 2 3 2012
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