HomeMy WebLinkAbout20091352.tiffMemorandum
TO: William F. Garcia, Chair
Board of County Commissioners
VIM
COLORADO
FROM: Mark E. Wallace, MD, MPH, Director
Department of Public Health a d
Environment 1,`vy(C��
DATE: June 5, 2009 ,,`v
SUBJECT: Contract for Services for Heart of Weld
Grant
Enclosed for Board review and approval is the contract with University Physicians for
development of a data base for clients enrolled in the Heart of Weld, Cardiovascular Disease
Prevention (CCPD) program. The term of the contract is for 3/01/2009 — 6/30/2010.
The product consists of a HIPAA compliant, central database to store patient data concerning
health, health care and care plan for women between the ages of 40 and 64. Users are the CCPD
grant staff and they will interact with the central data base using Windows client application
through a distributed secure network over the internet. The database resides on the secure
research server at the University of Colorado Department of Family Medicine offices.
The contract provides for design and development of the database for $10,725 with a provision
for modifications as requested at $65.00 per hour not to exceed $13,000; yearly hosting fee of
$5,000 to trouble shoot and maintain basic service; and a 2.5% Administrative cost on all
services.
Funding for these services is provided through the Heart of Weld grant from the Cardiovascular,
Cancer, & Pulmonary Disease program the Colorado Department of Public Health and
Environment.
I recommend your approval.
Enclosure
2009-1352
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UNIVERSITY PHYSICIANS, INC.
May 19, 2009
Gaye Morrison
Weld County Dept. of Public Health & Environment
1555 North 17th Avenue
Greeley, CO 80631
RE: Signatures — Consulting Agreement: Dr. Wilson Pace
Dear Ms. Morrison:
Enclosed please find two (2) originals of the signed agreement.
Please obtain signatures for the copies as indicated, and return one original executed
agreement to my attention at your earliest convenience.
University Physicians, Inc.
Attn: Vera McCartney
Managed Care/Contracting - A069
(mailing)
P.O. Box 876
Aurora, CO 80040-0876
(street)
13611 E. Colfax Avenue
Aurora, CO 80045-5701
Feel free to contact Rob Shikiar at (303) 493-8319 or myself at 303-493-8309 or
vera.rnccartney!aupicolo.org with any questions.
It has been a pleasure working with you and your organization. We look forward to our
continued business relationship.
Thank you for your assistance!
Vera McCartney
Contract Assistant
Enclosures
13611 East Colfax Ave. Aurora, CO 80011-5704 303.493.7000 Fax 303.493.7001
http://upi.uchsc.edu
REPRESENTING THE PHYSICIANS OF THE UNIVERSITY OF COLORADO SCHOOL OF MEDICINE
AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT is made by and between the County of Weld, State of Colorado,
whose address is 915 10th Street, Greeley, Colorado, 80631 ("County"), and the
University of Colorado Denver School of Medicine, Department of Family Medicine
whose address is University of Colorado Denver; Anschutz Medical Campus; Mail Stop
F496, A01; 12631 E. 17th Avenue; Aurora CO 80045-0508 ("Contractor"). University
Physicians, Inc. serves as Contractor's contracting and fiscal agent and is authorized to
collect the Compensation from County on behalf of Contractor.
WHEREAS, County desires to retain Contractor as an independent contractor to
perform services as more particularly set forth below; and
WHEREAS, Contractor has the time available to timely perform the services, and is
willing to perform the services according to the terms of this Agreement; and
WHEREAS, UPI is the centralized faculty practice plan for the UC Denver School of
Medicine and all full-time employees of the School of Medicine, including physicians,
have assigned rights to any income earned from professional services to UPI. Income
from such services is billed and collected by UPI and then disbursed to UC Denver in
accordance with UPI policies and procedures. UPI performs centralized business and
administrative functions on behalf of the UC Denver School of Medicine and in no
manner engages in the practice of medicine itself. The parties acknowledge and agree
that UPI is authorized to bill for and collect from County
the fees arising from this Agreement.
NOW THEREFORE, in consideration of the mutual promises and covenants contained
herein, the parties hereto agree as follows:
1. Engagement of Contractor. County hereby retains Contractor, and Contractor
hereby accepts engagement by County upon the terms and conditions set forth in this
Agreement.
2. Term. The term of this Agreement shall be from March 1, 2009, through and until
June 30, 2010.
3. Services to be Performed. Contractor agrees to perform the Services listed or
referred to in Exhibit A, attached hereto and incorporated herein.
4. Compensation. County agrees to pay Contractor for services performed as set
forth on Exhibit A. Charges shall be based on the time actually spent performing the
services, but shall exclude travel time. Contractor shall not be paid any other expenses
unless set forth in this Agreement. Payment to Contractor (through its fiscal agent,
University Physicians, Inc.) will be made only upon presentation of a proper claim by
Contractor, itemizing services performed and mileage expense incurred. Payment for
services and all related expenses under this Agreement shall not exceed $22,500.
1
00�
Payment shall be addressed to: University Physicians, Inc„ Finance Department,
P.O. Box 725, Aurora, CO 80040-0725.
5. Additional Work. In the event the County shall require changes in the scope,
character, or complexity of the work to be performed, and said changes cause an
increase or decrease in the time required or the costs to the Contractor for
performance, an equitable adjustment in fees and completion time shall be negotiated
between the parties and this Agreement shall be modified accordingly by a
supplemental Agreement. Any claims by the Contractor for adjustment hereunder must
be made in writing prior to performance of any work covered in the anticipated
supplemental Agreement. Any change in work made without such prior supplemental
Agreement shall be deemed covered in the compensation and time provisions of this
Agreement.
6. Independent Contractor. Contractor agrees that Contractor is an independent
contractor and that neither Contractor nor Contractor's agents or employees are, or
shall be deemed to be, agents or employees of the County for any purpose. Contractor
shall have no authorization, express or implied, to bind the County to any agreement,
liability, or understanding. The parties agree that Contractor will not become an
employee of County, nor is Contractor entitled to any employee benefits from County as
a result of the execution of this Agreement.
7. Warranty. Contractor warrants that services performed under this Agreement will
be performed in a manner consistent with the professional standards governing such
services and the provisions of this Agreement.
8. Reports County Property. All reports, test results and all other tangible materials
produced in connection with the performance of this Agreement, whether or not such
materials are in completed form, shall at all times be considered the property of the
County. Contractor shall not make use of such material for purposes other than in
connection with this Agreement without prior written approval of County.
9. Acceptance of Product not Waiver. Upon completion of the work, Contractor
shall submit to County originals of all test results, reports, etc., generated during
completion of this work. Acceptance by County of reports and incidental material
furnished under this Agreement shall not in any way relieve Contractor of responsibility
for the quality and accuracy of the work. Acceptance by the County of, or payment for,
any services performed under this Agreement shall not be construed as a waiver of any
of the County's rights under this Agreement or under the law generally.
10. Insurance and Indemnification. Contractor shall be exclusively responsible and
liable for the acts and omissions of its employees arising from this Agreement.
Contractor shall provide necessary workers' compensation insurance at Contractor's
own cost and expense.
11. Termination. Either party may terminate this Agreement at any time by providing
the other party with a 10 day written notice thereof. Furthermore, this Agreement may
be terminated at any time without notice upon a material breach of the terms of the
Agreement. In the event of an early termination, Contractor shall be paid for work
performed up to the time of notice and County shall be entitled the use of all material
generated pursuant to this Agreement.
2
12. Non -Assignment. Contractor may not assign or transfer this Agreement, any
interest therein or claim thereunder, without the prior written approval of County.
13. Access to Records. County shall have access to Contractor's financial records as
they relate to this Agreement for purposes of audit. Such records shall be complete
and available for audit 90 days after final payment hereunder and shall be retained and
available for audit purposes for at least five years after final payment hereunder.
14. Time of Essence. Time is of the essence in each and all of the provisions of this
Agreement.
15. Interruptions. Neither party to this Agreement shall be liable to the other for delays
in delivery or failure to deliver or otherwise to perform any obligation under this
Agreement, where such failure is due to any cause beyond its reasonable control,
including but not limited to Acts of God, fires, strikes, war, flood, earthquakes or
Governmental actions.
16. Notices. Any notice required to be given under this Agreement shall be in writing
and shall be mailed or delivered to the other party at that party's address as stated
above.
17. Compliance. This Agreement and the provision of services hereunder shall be
subject to the laws of Colorado and be in accordance with the policies, procedures, and
practices of County.
18. Non -Exclusive Agreement. This Agreement is nonexclusive and County may
engage or use other contractors or persons to perform services of the same or similar
nature.
19. Certification. Contractor certifies that Contractor is not an illegal immigrant, and
further, Contractor represents, warrants, and agrees that it has verified that Contractor
does not employ any illegal aliens. If it is discovered that Contractor is an illegal
immigrant, employs illegal aliens or subcontracts with illegal aliens, County can
terminate this Agreement and Contractor may be held liable for damages.
20. Entire Agreement/Modifications. This Agreement contains the entire agreement
between the parties with respect to the subject matter contained in this Agreement.
This instrument supersedes all prior negotiation, representation, and understanding or
agreements with respect to the subject matter contained in this Agreement. This
Agreement may be changed or supplemented only by a written instrument signed by
both parties.
21. Funding Contingency. No portion of this Agreement shall be deemed to create
an obligation on the part of County to expend funds not otherwise appropriated or
budgeted for.
22. No Conflict. No employee of Contractor nor any member of Contractor's family
shall serve on a County Board, committee or hold any such position which either by
rule, practice or action nominates, recommends, supervises Contractor's operations, or
authorizes funding to Contractor.
23. Severability. If any term or condition of this Agreement shall be held to be invalid,
illegal, or unenforceable, this Agreement shall be construed and enforced without such
provision, to the extent that this Agreement is then capable of execution within the
3
UNIVERSITY PHYSICIANS, INC.
CONTRACT EN ROUTE
Please sign all originals of the enclosed contract where indicated and route in the
order listed below. If you have any questions, please contact Rob Shikiar at 303-
493-8319. Thank you!
4/29/09 RE: County of Weld, State of Colorado — Dr. Wilson Pace
Lutz,— for —
uy, I
Lilly Marks
Senior Assoc Dean/Business Affairs
AMC/C-290
Richard D. Krugman, M.D.
Vice Chancellor for Health Affairs and
Dean, School of Medicine
AMC/C-290
************************** RETURN TO **************************
Vera McCartney
Contracts Administration
University Physicians, Inc., A-069
303-493-8309
vera.mccartney%a?upicolo.or2
original intent of the parties.
24. Governmental 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.
25. No Third Party Beneficiary. It is expressly understood and agreed that the
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 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 entity other than the undersigned parties receiving
services or benefits under this Agreement shall be an incidental beneficiary only.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and
year written below.
Contractor's Signature:
THE UNIV
By:
RSITY OF COLORADO DENVER SCHOOL OF MEDICINE
Richard D. Krugman
Vice Chancellor for Health Affairs and
Dean of the School of Medici
Date
By: J.
Fr Gruy III, MD
P f s o and Chair
D ent of Family Medicine
Date
4
UNIVERSITY PHYSICIANS, INC.
B
Executive Director
Dat
(-5e47
COUNTY OF WELD, STATE OF COLORADO
By: —,
Chair, Board of
y mmissioners William F. Garcia
ount o
C
ATTEST:
BY:
Deputy Clerk to th• :oard
JUN 1 5 2009
Date
5
WELD COUNTY DEPARTMENT OF
PUBLIC HEALTH AND ENVIRONMENT
BY: 3Ouvl-a,
Mark E. Wallace, MD. MPH -Director
x9 -/35d
Exhibit A
1
Weld County Department of Public Health and Environment
Heart of Weld Project
1 Overall Description
1.1 Product Perspective
The product will consist of a HIPAA compliant, central database to store patient data concerning health, health
care, and care plan for women between the ages of 40 and 64. Users will interact with this central database
using Windows client application through a distributed secure network over the intemet. Appropriate security
measures will be necessary to secure the data in all locations
1.2 User Classes and Characteristics
Two different user groups have been identified:
].Clinic Staff- these individuals will use the desktop application to register clients, record clinical data related to
these clients, make a care plan, and later follow up with these clients to determine the outcome of these
interventions and recommend further steps to improve health.
2. Administrative team -the administrative team will primarily interact with the central database through an
administrative web interface that allows them to view a series of performance reports and modify the
dictionaries used for the desktop application.
1.3 Operating Environment
The central database will reside on the secure research server at the University of Colorado Department of
Family Medicine offices. The Window clients will be located across Weld County, Colorado and data will be
transmitted to the central database through a secure Internet connection using a web service.
1.4 Project Costs and Timeline
Cost for designing, coding, and implementing $10,725
database and windows application completed by
April 15, 2009. Payable April 30, 2009.
• Revisions, modifications, adjustments to system as requested. $65/hour as requested
Total for system development, including revisions and
modifications will not exceed $13,000 through June 30, 2009
• Yearly hosting, trouble shooting, basic maintenance $5,000
and minimum user support. (Starting July ls` 2009 billed
quarterly starting July 2009; Oct 2009; Jan 2010; Apr 2010)
• 2.5% Administrative fee on all costs
1.5 Project Timeline
Development work is to be started immediately. Plans are to have a working, bug free application up and
running by the end of March. If any problems arise, the application should be up no later than mid April. The
development phase requires involvement by both Weld County and Family Medicine's Developers.
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