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Home My WebLink About20100493.tiff RESOLUTION RE: APPROVE MEDICAL SERVICES AGREEMENT AND AUTHORIZE CHAIR TO SIGN - CERNER HEALTH CONNECTIONS, INC. 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 a Medical Services Agreement between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, and Cerner Health Connections, Inc., commencing June 15, 2010, and ending June 15, 2013, 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 Medical Services Agreement between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, and Cerner Health Connections, Inc., 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 8th day of March, A.D., 2010. 1 L BOARD OF COUNTY COMMISSIONERS �,` ELD COUNTY, COLORADO ATTEST: 1S61 k, , !,41T? a•' t;-ygla Radema heryhair, Weld County Clerk to the B. ”,n,‘,917t arbara Kirkme er, ro-Tem De• y Clerk t the Board, C ((vTT • Sean P Co y C APEROV AS RM. a/ iam �arcia ounty A orney V� FoCI David E. Long Date of signature: 3i15//0 2010-0493 C? 0 BC0041 -elk &k" alet6) cw ≥) CERNER® All Together 2800 Rockcreek Parkway Kansas City,MO 64117 Direct 816.221.1024 Fax 816.474.1742 March 4, 2010 Monica Mika Director of Administrative Services 915 10th Street Greeley, CO 80631 RE: Medical Services Agreement Dear Ms. Mika: Enclosed please find two signed original copies of the above referenced document. Please sign both originals and then return one fully executed Agreement to Cerner at the following address: Amy Freeman Pierce Cerner Corporation 2800 Rockcreek Parkway, WO171 North Kansas City, MO 64117 You may contact Amy Freeman Pierce at 816-201-1019 should you have any questions. Thanks. Very truly yours, CERNER CORPORATION 114"7-1- Linda Minthorn Sr. Administrator Enclosure 2010-0493 MEDICAL SERVICES AGREEMENT This MEDICAL SERVICES AGREEMENT (this "Agreement") is made and entered into on this 8th day of March, 2010, by and between Cerner Health Connections, Inc., formerly known as IMC HealthCare, Inc., (hereinafter "CERNER") and the County of Weld, a political subdivision of the Colorado, by and through the Board of County Commissioners of Weld County(hereinafter "Weld County"). WITNESSETH: WHEREAS, Weld County desires to provide an on-site health care facility for Weld County employees, and WHEREAS, Cerner has been chosen by Weld County through a competitive bid process to manage such facility, and Cerner staff shall do so at the location described in Appendix "A" (the "Facility") as more fully set forth hereinafter. NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. This Agreement consists of this Agreement and following Appendices attached hereto and incorporated herein: (a) Appendix "A": The Facility. (b) Appendix "B": Staffing. (c) Appendix "C": Equipment. (d) Appendix "D": Fees and Cost Reimbursement. (e) Appendix "E": Insurance Coverage. (0 Appendix "F": "Request for Proposal Request No. B0900130." 2. Creation of the Facility. Weld County shall provide the Facility for use by CERNER in providing the services hereunder. CERNER will provide recommendations for layout, location and equipment. The physical structure in which the Facility will be located, its construction specifications and available parking and the date of its availability shall be owned and established by Weld County. All occupancy permits, building permits and other regulatory approvals necessary for the construction, occupancy and operation of the Facility shall be obtained by Weld County. Weld County shall be responsible for all maintenance and cleaning of the Facility. CERNER shall vacate the facility upon termination of this Agreement. 3. Scope of Services. 1 aoio - ol: (a) The Scope of Services which shall be provided by the on-site CERNER staff at the Facility shall consist of the following: (1) Consultative medical services within the licensure and qualification levels of the on-site CERNER staff. (2) Treatment of illness and injuries within the licensure and qualification level of the on-site CERNER staff. (3) Establishment and maintenance of a computerized medical record keeping and tracking system. (4) Annual screening exams. (5) Health and wellness. (6) Patient education. (7) Coordinate health fairs. (8) Vaccination program. (9) Wellness lecture series. (10) Counseling and disease awareness. (11) Post offer medical screening exams. (12) Surveillance Programs (i.e. hearing exams, respirator clearance exams). (13) Urine drug screening collection. (14) Medical case management. (b) CERNER shall provide for its on-site health center staff at the Facility: (1) Management. (2) Payroll and benefits. (3) Recruitment and training. (4) Management travel. (5) Quality assurance audits. (6) Written medical protocols. -2- (7) Standard treatment forms. (c) Services provided by CERNER do not include testing or treatment for HIV or AIDS. (d) Although Weld County is exempt from all Occupational Safety and Health Administration regulations as set forth in 29 CFR 1910 and HIPAA regulations as applicable, CERNER shall abide by all such regulations. (e) The Scope of Services detailed in this Section 3 is more fully defined in the "Request for Proposal Request No. B0900130" ("Bid Documents") prepared and submitted to Weld County on or about October 30, 2009, a copy of which is attached hereto as Appendix "F." Because CERNER assumed the obligations of the accepted bid by IMC HealthCare, Inc., CERNER will be updating the Bid Documents by providing more extensive information regarding the computer system CERNER intends to use in completing the work detailed in this Agreement. If a conflict should arise between the Scope of Services detailed in this Section 3 and those detailed in the Bid Documents, the provisions of this Agreement shall control. (f) CERNER and Weld County shall, on an annual basis during the Initial Term or any Renewal Term, discuss the provision of services listed in this Section 3 to determine if such list should be modified to include additional services, or to exclude certain listed services. The parties understand and agree that if additional services agreed to by Weld County are provided, that additional compensation may be necessary. 4. Staffing of Facility. (a) CERNER shall provide at the Facility the staff described in Appendix B. (b) The on-site staff at the Facility shall observe the official holidays of Weld County. [On any of the holidays observed by Weld County, CERNER shall provide as staff at the Facility as set forth in Appendix B.] (c) The on-site staff provided by CERNER shall be licensed by the jurisdiction in which the Facility is located (as such licensing may be required by law). 5. Equipment and Supplies in Facility. (a) The required Equipment is set forth in Appendix C (the "Equipment"). The Equipment will be purchased or otherwise provided by CERNER. Title to the Equipment will remain with CERNER. CERNER shall maintain, service, repair and calibrate all Equipment at its expense. -3- (b) CERNER shall provide the usual and customary consumable medical supplies and non-prescription and prescription medications set forth in Appendix C. 6. CERNER is Exclusive Provider. CERNER shall be the exclusive provider of the medical services described herein at the location of Weld County where the Facility is situated. If Weld County desires additional medical services as described herein be provided to its employees at the Facility, Weld County must arrange for the provision of such additional medical services through CERNER by appropriate amendment to this Agreement. This exclusive provider requirement shall not limit Weld County from providing certain medical services to its employees by medical professionals working at the Weld County Jail, the Weld County Health Department, and/or the Weld County Ambulance Service. 7. Payment. A mobilization fee, as specified in Appendix D, is due and payable upon execution of this Agreement. Beginning on the Commencement Date (described in paragraph 11 hereof) and continuing throughout the Initial Term and any Renewal Terms (described in paragraph 11 hereof), Weld County shall pay to CERNER the management and staff fees at the times and in the amounts set forth in Appendix B, and the equipment fees and supply cost reimbursement set forth in Appendix C. CERNER shall submit monthly invoices to Weld County and Weld County shall pay CERNER monthly the fees and costs payable due hereunder. For any items which CERNER provides to Weld County on a "cost plus" basis (hereinafter "Cost-plus Services"), CERNER shall provide a copy of the original invoice. Weld County shall pay the invoices within thirty (30) days from receipt thereof. If an invoice is not paid within thirty (30) days after the date the invoice is received, the amount owed CERNER will bear interest from the date the invoice is received at the maximum rate allowed by law. 8. Warranty. CERNER shall perform the services required of it under this Agreement with the standards of care, skill, and diligence consistent with (i) recognized and sound medical practices, procedures and techniques; (ii) all applicable laws and regulations; (iii) the specifications, documents, and procedures applicable to the services; and (iv) the degree of knowledge, skill, and judgment normally exercised by professional firms in the community where in Facility is located with respect to services of a similar nature. 9. Independent Contractor. CERNER agrees to furnish services under this Agreement as an independent contractor and not as an agent or partner of the Weld County. Weld County shall not retain control or direction over CERNER or its employees or the detail, manner, or methods of performance of the services provided hereunder by CERNER or its employees. CERNER shall be solely responsible for its acts and those of its agents and employees for all acts performed pursuant to this Agreement. Neither CERNER nor any agent or employee of CERNER shall be deemed to be an agent or employee of Weld County. CERNER and its employees and agents are not entitled to unemployment insurance or workers' compensation benefits through Weld County and Weld County shall not pay for or otherwise provide such coverage for CERNER or any -4- of its agents or employees. Unemployment insurance benefits will be available to CERNER and its employees and agents only if such coverage is made available by CERNER or a third party. CERNER shall pay when due all applicable employment taxes and income taxes and local head taxes (if applicable) incurred pursuant to this Agreement. CERNER shall not have authorization, express or implied, to bind Weld County to any agreement, liability or understanding, except as expressly set forth in this Agreement. CERNER shall have the following responsibilities with regard to workers' compensation and unemployment compensation insurance matters: (a) provide and keep in force workers' compensation and unemployment compensation insurance in the amounts required by law and (b) provide proof thereof when requested to do so by Weld County. 10. Confidentiality Agreement. Weld County shall not record, reference, reproduce, or use any proprietary or confidential materials belonging to CERNER, whether written, printed, or otherwise recorded, for any purpose without the express written consent of CERNER. All rights, title to and interest in such material shall remain with CERNER and all such material in the possession of Weld County shall be surrendered to CERNER immediately upon termination of this Agreement or any time prior thereto upon the request of CERNER. Notwithstanding the foregoing, either party may disclose the other party's Confidential Information to the extent required by applicable law or regulation, including without limitation any applicable Freedom of Information Act or sunshine law, or by order of a court or other governmental entity, in which case such party will so notify the other party as soon as practicable and in any event at least thirty(30) days prior to such party making such required disclosure. 11. Insurance. CERNER shall maintain and have in force at all times during the Initial Term and any Renewal Term the types of insurance and with maximum coverage amounts described in Appendix E. 12. Force Majeure. Performance of this Agreement by each party hereto shall be pursued with due diligence in all requirements hereof. However, neither party shall be liable to the other for any loss or damage for delay or nonperformance due to causes not reasonably within its control. In the event of any delay resulting from such causes, the time for the performance affected and payment hereunder shall be extended for a period of time reasonably necessary to overcome the effect of such delays. 13. Term. The initial term of this Agreement shall be for a period of three (3) years �4.re beginning �g� g ,�a_,_.a�. 5 „__., „_ (the "Commencement Date"), and ending on the third anniversary of the Commencement Date (the "Initial Term"). This Agreement may be renewed after the Initial Term for up to three (3) successive one (1) year terms ("Renewal Term") by written notice given by Weld County to CERNER no later than sixty (60) days before the expiration of the Initial Term or any Renewal Term. 14. Documentation, Records and Reports. -5- (a) Incidental to the rendering of services under the terms and conditions of this Agreement, CERNER shall generate documentation, records, and reports which are necessary to the proper rendering of the services described in Section 2(a). CERNER has the right to send copies of medical records to its corporate Medical Director for quality assurance purposes. CERNER will maintain normal confidentiality procedures in connection therewith and comply with all HIPAA and other applicable local, State and Federal regulations. (b) All medical information, both occupational and non-occupational, stored in CERNER computer files is the property of CERNER, and CERNER shall indemnify and hold harmless Weld County from any alleged breach of confidentiality which results from CERNER's ownership of the computerized medical files and/or unauthorized or illegal publication of information contained in such computerized medical files. Upon termination of this Agreement, CERNER agrees to make a reasonable effort to cooperate with Weld County to provide certain medical information that may be contained in CERNER's computer files that may be of use to Weld County relative to the operation of the Facility and the provision of the services. Such information may be provided via a hard copy or electronic transfer, depending on the nature of the data and the technical requirements to produce electronic media. In the event of non- renewal of this Agreement, CERNER does not grant to Weld County a license for use of the applications software or continued use of the hardware or peripherals, as they remain the property of CERNER. (c) All medical records of employees of Weld County generated or kept by CERNER as required by the terms and conditions of this Agreement are the property of the subject employees, and upon such employee's written consent, Cerner shall make available such medical records to employees or agents of Weld County's health provider, Cigna, for health and/or administrative purposes. Weld County shall indemnify and hold harmless CERNER from any alleged breach of confidentiality which results from Weld County's ownership of employee medical records and/or Weld County's unauthorized or illegal publication of information contained in the employee occupational medical records. The HIPAA Privacy Officer designated by Weld County shall also be the Privacy Officer for all occupational health medical records of employees of Weld County. The Weld County Privacy Officer shall have access to said occupational health medical records upon reasonable notice given to CERNER. (d) Prior to CERNER, Weld County may have operated on-site health centers which generated patient medical records (the "Pre-existing Medical Records"). CERNER agrees to maintain custody of any Pre-existing Medical Records during the term of this Agreement. 15. Assignment. Weld County may, at any time in its sole discretion, assign this Agreement by written notice to CERNER, but such assignment shall not relieve -6- the assignee of its obligations hereunder. CERNER may, assign and delegate in conjunction with a reorganization or merger, or in conjunction with the sale of substantially all its assets to which this Agreement pertains, or in conjunction with any other assignment or transfer to which Client consents in writing. Any assignment of this Agreement, by Weld County or CERNER, must be made in its entirety, including all rights and obligations. 16. Review of Personnel. (a) Prior to the performance of service by an employee of CERNER or independent contractor of CERNER at the Facility, CERNER shall provide Weld County an opportunity to meet or interview each such employee or independent contractor if Weld County desires. Weld County shall have the right to request that an employee or independent contractor not work at the Facility if Weld County reasonably finds that the qualifications of such employee or independent contractor are deficient. (b) Weld County shall have the right to review the performance of each employee or independent contractor assigned to the Facility and may request changes if Weld County reasonably concludes that the performance of an employee or independent contractor is unsatisfactory. Failure by CERNER to make such changes may result in termination as detailed in Section 18(a) (2), below. (c) If Weld County finds that the performance of any employee or independent contractor of CERNER in the rendering of services hereunder is unsatisfactory, then Weld County shall notify the CERNER Corporate contact. (d) The employees or independent contractors of CERNER who provide services at the Facility have no authority to bind CERNER to any change order, or to any waiver, modification, or change of this Agreement or to any other agreement. Such change order, waiver, modification, or change of this Agreement and any other agreement can only be made by the president or vice-president of CERNER in a signed change order. 17. Compliance with Laws. CERNER shall perform all of its duties hereunder in accordance with all applicable codes, laws, and regulations of State, Federal and local governmental agencies. 18. Events of Default and Rights and Remedies. (a) The occurrence of any one or more of the following events shall constitute an Event of Default hereunder: (1) Default in the payment of any sum becoming due under this Agreement, which default continues ten (10) business days after written notice thereof in accordance with Section 24 hereof. -7- (2) Default in the performance or observance of any of the non- monetary terms, agreements, covenants or conditions of this Agreement, including the services set forth in Paragraph 3, which default continues for thirty (30) days after written notice thereof in accordance with Section 24 hereof; provided that, if such default cannot reasonably be cured within thirty (30) days, no Event of Default shall be deemed to occur so long as the defaulting party has commenced and is diligently implementing a cure within the 30-day period and pursues such cure to a timely conclusion no later than one hundred and twenty (120) days from written notice thereof. (b) If there is an Event of Default with respect to either party in accordance with this Section 18, then, upon the election of the non-defaulting party, such non-defaulting party may suspend its performance under this Agreement, and may exercise any other rights or remedies it may have at law or in equity. (c) In the event of litigation between the parties arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, including the costs of appeals, from the other party. (d) CERNER and Weld County each hereby absolutely, irrevocably and unconditionally waive the right to claim or receive consequential, incidental, special or punitive damages in any litigation, action, claim, suit or proceeding, at law or in equity, arising out of, pertaining to or in any way associated with the covenants, undertakings, representations or warranties set forth in this Agreement, the relationships of the parties hereto, whether as "CERNER" or "Weld County" or otherwise, this Agreement or any other agreement, instrument or document entered into in connection herewith, or any actions or omissions in connection with any of the foregoing. 19. Indemnity/Insurance. CERNER agrees to indemnify, defend and hold harmless Weld County and the directors, officers, employees, subcontractors, and agents of Weld County from and against any and all claims, loss, liability and damages, of any nature (including reasonable attorney's fees) arising out of, or in connection with, CERNER's performance of any of the services provided hereunder, including, but not limited to, claims by employees of Weld County, except to the extent such claims, loss, liability or damage is due to the negligence of Weld County. The obligations of indemnification under this Section 19 are independent of the coverage afforded under the insurance provided in Appendix E. IN NO CASE SHALL CERNER BE LIABLE FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES BASED UPON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT TORT, OR ANY OTHER LEGAL THEORY. Notwithstanding any other provision herein, Cerner's -8- maximum liability for all claims whatsoever arising under this Agreement shall be limited to the amount paid by Client to Cerner for the services provided. CERNER shall maintain in good standing all insurance coverage described on Appendix E in the amounts set forth therein, and shall deliver to Weld County, on or before July 1, 2010, a current Certificate of Insurance to Weld County, naming the Board of County Commissioners of the County of Weld, its employees and officers, as "Additional Named Insureds." 20. Law, Forum and Venue. This Agreement shall be governed by the laws of the State of Colorado without regard to its conflicts of law provisions. 21. Complete Agreement. This Agreement, including its appendices, is intended as the complete and exclusive statement of the terms of agreement between the parties hereto. This Agreement shall not be amended or modified, and no waiver of any provision hereof shall be effective, unless set forth in a written instrument authorized and executed with the same formality as this Agreement. There are no promises, terms, conditions, or obligations other than those contained herein; and this Agreement shall supersede all previous communications, representations, or agreements, either verbal or written, between the parties hereto. No modification to this Agreement shall be valid unless agreed to in writing by the parties hereto. 22. No Third Party Beneficiary. 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 County and Contractor, and nothing contained in this Agreement shall give or allow any such claim or right of action by any other or third person or entity on such Agreement, including but not limited to subcontractors, suppliers, or persons utilizing the services provided under this Agreement. It is the express intention of County and Contractor that any person or entity other than County or Contractor receiving services or benefits under this Agreement shall be deemed to be an incidental beneficiary only. 23. Counterpart Execution. CERNER and Weld County may execute this Agreement in any number of separate counterparts, each of which, when executed and delivered by the parties hereto, shall have the force and effect of an original. All such counterparts shall be deemed to constitute one and the same instrument. 24. Conflicting Terms. In the event that the terms of this Agreement conflict with the terms of any form purchase order or invoice of Weld County or other Weld County form, the terms of this Agreement shall control. Weld County expressly waives any provision in any form purchase order or other form that purports to control over this Agreement. 25. Notice. All notices, demands, requests and other communications hereunder shall be in writing and shall be either: (a) personally delivered (including by means of recognized air courier services utilizing receipts), in which case they shall be effective when delivered (if delivered before 5:00 p.m. on the recipient's business -9- day; if delivered after 5:00 p.m., they shall be effective the next business day); (b) sent by facsimile (so long as the original of such notice, demand, request or other communication is thereafter forwarded to the other party in the normal course of business) in which case they shall be effective when the sender has received facsimile transmission confirmation (if delivered before 5:00 p.m. on the recipient's business day; if delivered after 5:00 p.m. they shall be effective the next business day); or (c) sent by prepaid certified mail, return receipt requested, in which case they shall be effective upon actual receipt. The addresses and facsimile numbers of Weld County and CERNER are as follows (or as shall otherwise be specified by notice given in the manner provided above): To: Cerner Health Connections, Inc. To: Weld County 2800 Rockcreek Parkway P.O. Box 758 North Kansas City, MO 64117 915 10'h Street Attention: President Greeley, CO 80632 Attention: Monica Mika, Director of Finance and Administration 26. No Waiver of Immunity. No portion of this Agreement shall be deemed to constitute a waiver of any immunities the parties or their officers or employees may possess, nor shall any portion of this Agreement be deemed to have created a duty of care which did not previously exist with respect to any person not a party to this Agreement. 27. Severability. If any clause, provision, subsection, section or article of this Agreement shall be held to be invalid, illegal or unenforceable for any reason, the invalidity, illegality or enforceability of such clause, provision, subsection, section or article shall not affect any of the remaining provisions of this Agreement. 28. Non-Appropriation. No portion of this Agreement shall be deemed to create an obligation on the part of Weld County to expend funds not otherwise appropriated during the term of this Agreement. -10- IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives, all as of the day and year first above written. CERNER HEALTH CONNECTIONS,INC. ///hy By: Marc G. Naught n Its: Vice President & Assistant Treasurer , .44 E Lt, WELD COUNTY ATTEST: fi 1861 OUNTY OF WELD, a political Weld County Clerk to the Board 1861 11 -LT ubdivision of the STATE OF COLORADO: By • Byte. W.)(44-" r G✓ Deputy erk to the Boar Douglas Rademacher Chairman Board of County Commissioners, County of Weld MAR - 82010 -Il- ao/o - oy93 APPENDIX A FACILITY LOCATION: Weld County 1551 N. 17th Avenue Greeley, CO 80631 -12- APPENDIX B PERSONNEL STAFFING: Normal Staffing: One (1) Full-Time Mid-Level Practitioner (Nurse Practitioner / Physician Assistant) Two (2) Full-Time Medical Assistants One (1) Supervising Physician (Four hours per week) One (1) Part-Time Mid-Level Practitioner(Saturday coverage) One (1) Part-Time Medical Assistant (Saturday coverage) Hours of Operation: 8:30 a.m. to 5:00 p.m., Monday, Wednesday and Friday; 7:00 a.m. to 3:30 p.m., Tuesday and Thursday Weekend Staffing: 8:00 a.m. to 12:00 p.m., Saturday Holiday Staffing: None Vacation/Personal/Sick Leave CME Mid-Level Practitioner 120 Hours 40 Hours Medical Assistant 80 Hours 0 Absences beyond the above referenced schedule shall be filled by CERNER at no additional cost to the client. Absences falling within the above scheduled allotment can be replaced at the client's option as per Appendix D pricing. -13- APPENDIX C EQUIPMENT,SUPPLIES AND CLINIC MANAGEMENT: Equipment (Provided by CERNER) • Automatic Electronic Defibrillator • Otophthalmoscope(s) • Stethoscopes • Blood Pressure Cuffs • Oxygen Tanks and Regulators • Portable Oxygen • Stools • Electronic Thermometer • Wood's Lamp • Trash Containers • Refrigerator(medications) • Regular& Medical Dictionaries • Physician's Desk References • Examination table(s) • IV stand(s) • Mayo stand(s) • Magnifying loop • Desks, chairs • Filing cabinets • Storage cabinets • Facsimile machine • Computer hardware and software • Surveillance equipment Based on the Client's needs, the following services are available for cost plus 5%: • Vaccinations (Hepatitis, Flu Vaccine, etc.) • Medical Supplies • Office Supplies • Prescription and Non-Prescription Drugs • Medical Waste Disposal • Medical Supplies for Mass Screenings • Laboratory Services • Customized Computer Interface with Weld County's Software Client Will Provide/Pay: • Telephones, telephone service (2 voice, 1 fax, 1 high speed data, and long distance service • Cell phone(if client requires on call availability) • All electrical, sewer and water • Security and alarm service • Cleaning Service -14- • Internet/Intranet access • Taxes and Licenses (facility only--not staff) • Photocopier -15- APPENDIX D COMPENSATION: This is an inclusive price with CERNER providing salaries, benefits, uniforms, insurance, and continuing medical education costs. Weld County will be charged additionally for any travel expenses that Weld County requires of CERNER staff assigned to the clinic. All airfare will be at coach rates within the contiguous 48 states and business class outside. Personal reimbursement for vehicle mileage will be at the rate allowed by the IRS. Receipts for items in excess of twenty- five dollars ($25.00) will be provided. Payment for services will be sixty(60) monthly installments beginning on contract inception. Payment is due on the first of each month service is provided. Mobilization Fee (One time charge) $ 19,572 Monthly Annual increases for monthly payments are limited to 4.0%per year. 1-12 $ 37,037 13-24 $ 38,518 25-36 $ 40,050 37-48 $ 41,652 49-60 $43,318 Additional Staff Rates Rates applicable for additional staff and/or overtime for the first year are as follows. Annual increases for additional staff and/or overtime are limited to 4.0%per year. Straight Time Overtime Physician $200.00 $200.00 • Physician Assistant $ 90.00 $ 90.00 Nurse Practitioner $ 90.00 $ 90.00 Medical Assistant $ 30.00 $ 42.00 In the course of performing its duties and responsibilities set forth in this Agreement, CERNER may receive pharmaceutical rebates or bonuses, because of purchasing pharmaceuticals in bulk or of a specific kind. All such pharmaceutical rebates or bonuses received by CERNER shall be credited to Weld County. Additionally, all discounts for pharmaceuticals obtained by CERNER shall be passed on to Weld County employees. -16- APPENDIX E COVERAGE OF INSURANCE • Comprehensive General Liability insurance of One Million and No/00 Dollars ($1,000,000.00) single limit bodily injury and property damage. • Professional Liability insurance (malpractice) coverage of One Million and No/00 Dollars ($1,000,000.00) per incident with an aggregate limit of Three Million and No/00 Dollars ($3,000,000.00). • Worker's compensation insurance coverage for CERNER employees will be provided by CERNER at statutory limits. -17- ----a1 ACORN' DATE(MM/DD/YYYY) 1/4.--i CERTIFICATE OF LIABILITY INSURANCE 7/1/2011 7/1/2010 PRODUCER Lockton Companies,LLC-1 Kansas City THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION 444 W.47th Street,Suite 900 ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Kansas City MO 64112-1906 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR (816)960-9000 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC# INSURED CERNER HEALTH CONNECTIONS,INC. INSURER A: HARTFORD FIRE INS.CO.(A XV) 1328185 ATTN:AMANDA LOFTIN INsuRERe: MAILSTOP:W0141 I 2800 ROCKCREEK PARKWAY INSURER C NORTH KANSAS CITY MO 64117 INSURER D I INSURER E COVERAGES CERCO03 HF THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(SI. AUTHORIZED REPRESENTATIVE OR PRODUCER AND THE CERTIFICATE HOLDER. THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADD'L POLICY EFFECTIVE POLICY EXPIRATION I LTR INSRD TYPE OF INSURANCE _POLICY NUMBER__ DATE(MM/DDWY) DATE IMM/DONY) LIMITS GENERAL LIABILITY EACH OCCURRENCE $ XXXXXXX DAMAGE TO RENTED COMMERCIAL GENERAL LIABILITY PREMISES(Ea occurence) $ XXXXXXX JCLAIMS MADE OCCUR NOT APPLICABLE MED EXP(Any one person) $ XXXXXXX PERSONAL 8 ADV INJURY $ XXXXXXX GENERAL AGGREGATE $ XXXXXXX GENT AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ XXXXXXX 1 POLICY PI JECT ILOC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ XXXXXXX ANY AUTO (Ea accident) ALL OWNED AUTOS BODILY INJURY $ XXXXXXX SCHEDULED AUTOS NOT APPLICABLE (Per person) HIRED AUTOS BODILY INJURY $ XXXXXXX (Per accident)NON-OWNED AUTOS PROPERTY DAMAGE $ XXXXXXX (Per accident) GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ XXXXXXX ANY AUTO NOT APPLICABLE OTHER THAN EA ACC $ XXXXXXX AUTO ONLY. AGG $ XXXXXXX EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE $ XXXXXXX OCCUR n CLAIMS MADE AGGREGATE $ XXXXXXX n NOT APPLICABLE $ XXXXXXX I I UMBRELLA DEDUCTIBLE FORM $ XXXXXXX PETEE`IT ION $ $ XXXXXXX A WORKERS COMPENSATION AND 37WNMS3453(AOS) 7/1/2010 7/1/2011 X ORY LIMIT$ I OTH- ER ER EMPLOYERS'LIABILITY Y/N A ANY PROPRIETOR/PARTNER/EXECUTIVE 37WBRM`53450(WI) 7/1/2010 7/1/2011 EL EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N (Mandatory in NH) EL.DISEASE-EA EMPLOYEE $ 1,000,000 Ir describe under SPECIAL PROVISIONS below E .DISEASE-POLICY LIMIT $ 1,000,000 OTHER DESCRIPTION OF OPERATIONSILOCATIONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS CERTIFICATE HOLDER CANCELLATION 10872255 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION WELD COUNTY DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN ATTN:MONICA MIKA NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,BUT FAILURE TO DO SO SHALL DIRECTOR OF FINANCE AND ADMINISTRATION IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR 915-10TH STREET GREELEY CO 80632 REPRESENTATIVES. AUTHORIZED REPRESE E (t 4-15-ac�10 G+ XO7O reserved v ACORD 25(2009/01) © 1988-2009 D CORPORATION.All rights reserved The ACORD name and logo are registered marks of ACORD 8 coo',1 Hello