HomeMy WebLinkAbout20092622RESOLUTION
RE: APPROVE FOUR AGREEMENTS FOR RADIOLOGY 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 Four Agreements for Radiology Services,
for the programs listed below, between the County of Weld, State of Colorado, by and through the
Board of County Commissioners of Weld County, on behalf of the Weld County Department of
Public Health and Environment, and Banner Health, dba North Colorado Medical Center,
commencing June 30, 2008, and ending June 30, 2010, with further terms and conditions being as
stated in said agreements, and
1. Colorado Family Planning Initiative
2. Susan G. Komen Foundation Program
3. Tuberculosis Control Program
4. Women's Wellness Connection
WHEREAS, after review, the Board deems it advisable to approve said agreements, copies
of which are attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that the Four Agreements for Radiology Services, for the programs listed above,
between the County of Weld, State of Colorado, by and through the Board of County
Commissioners of Weld County, on behalf of the Weld County Department of Public Health and
Environment, and Banner Health, dba North Colorado Medical Center, be, and hereby are,
approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to
sign said agreements.
2009-2622
(IL ' ilk ) to 41, lc)?
HL0036
FOUR AGREEMENTS FOR RADIOLOGY SERVICES - BANNER HEALTH, DBA NORTH
COLORADO MEDICAL CENTER
PAGE 2
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 5th day of October, A.D., 2009, nunc pro tunc June 30, 2008.
BOARD OF COUNTY COMMISSIONERS
WELD ,COIJNIjY, COLORADO
ATTEST:
Weld County Clerk to th
BY:
AP
ty Attorney
Date of signature:
WillianfF. Garcia, Chair
Sean H.Conway
ara Kirkmeyer
Ckt (Cm
David E. Long
2009-2622
HL0036
pati
COLORADO
Memorandum
TO: William F. Garcia, Chair
Board of County Commissioners
FROM: Mark E. Wallace, MD, MPH, Director
Department of Public Health and
Environment
DATE: October 2, 2009
SUBJECT: Agreement for Radiology Services for
Colorado Family Planning Initiative
Program
Enclosed for Board review and approval is an agreement between Banner Health, doing business
as North Colorado Medical Center, and Weld County Board of Commissioners on behalf of
Weld County Department of Public Health and Environment (WCDPHE) for radiology services.
Through the terms and conditions of this agreement, Banner Health will provide both the
technical component and the professional component of the diagnostic imaging/radiology
services as set forth in Schedule A to women who have been determined eligible for the
Colorado Family Planning Initiative program and referred by WCDPHE staff members. In
exchange for these services, WCDPI IE agrees to pay Banner Health $150 for each of the
technical components and one hundred percent of the allowable Medicare rate at the time the
services are performed for the professional component.
The term of this agreement is from October 5, 2009 through October 4, 2010 and shall be
automatically renewed for successive one year terms until it is terminated as provided within the
agreement. I recommend your approval of this agreement.
Enclosure
AGREEMENT FOR RADIOLOGY SERVICES
(Colorado Family Planning Initiative)
THIS AGREEMENT FOR RADIOLOGY SERVICES (this "Agreement") is made and
entered into by and between Banner Health, an Arizona nonprofit corporation, d/b/a North
Colorado Medical Center ("Banner"), and the County of Weld, State of Colorado, by and through
the Board of County Commissioners of Weld County, on behalf of the Weld County Department
of Public Health and Environment ("WCDPHE") (each a "Party", and, collectively, the
"Parties").
BACKGROUND INFORMATION
WHEREAS, WCDPHE provides certain community health services and as part of such
services requires certain medical services, including radiology services to be provided to patients
who qualify for certain health services programs offered by WCDPHE; and
WHEREAS, the health services program that is the subject of this Agreement is Colorado
Family Planning Initiative Program (the "Subject Program"); and
WHEREAS, Banner operates North Colorado Medical Center, an acute care hospital
located in Greeley, Colorado ("NCMC"); and
WHEREAS, Banner operates a radiology department at NCMC that provides the
technical component of diagnostic imaging/radiology services, and employs a number of
radiologists (each, a "Radiologist" and, collectively, the "Radiologists") who provide the
professional component of diagnostic imaging/radiology services, and therefore is able to provide
such services in the State of Colorado to patients who qualify for the Subject Program; and
WHEREAS, WCDPHE would like Banner to provide the technical component, as well as
the professional component of certain diagnostic imaging/radiology services, and Banner is
willing and able to provide such services to patients who qualify for the Subject Program,
consistent with the terms and conditions hereinafter set forth.
NOW THEREFORE, for and in consideration of the covenants, conditions, agreements,
and stipulations hereinafter expressed, the parties do hereby agree as follows:
1. Recitals. The above set forth recitals are hereby incorporated as though set forth herein
verbatim.
2. Term of Agreement. The Parties intend that the terms and conditions contained in this
Agreement shall be effective for the time period commencing October 5, 2009, and continuing
through October 4, 2010. Thereafter, this Agreement shall be automatically renewed for
successive one (1) year terms until it is terminated as provided herein.
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aw9-a62aP-
3. Termination of Agreement.
(a) Termination Without Cause. Either party may terminate this Agreement with or
without cause upon thirty (30) days' prior written notice to the other Party, such notice to
be given pursuant to the provisions contained in this Agreement.
(b) Termination Upon Material Breach. Either Party may terminate this
Agreement upon the material, uncured breach of the other Party. Upon a material breach
the terminating Party shall give the breaching Party written notice of the material breach,
and fifteen (15) calendar days (the "Cure Period") in which to cure the material breach.
The terminating Party may terminate this Agreement at the conclusion of the Cure Period
provided the breach remains uncured.
(c) 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, the Department of Health and Human
Services ("HHS") or the Internal Revenue Service (the "IRS") determines that this
Agreement is illegal or jeopardizes the tax exempt status of Banner or NCMC, then either
Party may give the other Party such notice as is reasonable in the circumstances and shall
make available a reasonable period within which to cure. During such period, the Parties
shall negotiate in good faith to agree upon an appropriate cure. If no cure is implemented
by the Parties, then either Party, in its discretion, may terminate this Agreement with such
notice to the other Party as is reasonable under the circumstances.
(d) Payment in the Event of Early Termination. In the event that this Agreement
is terminated prior to the expiration date set out above, WCDPHE shall pay that
compensation to Banner which duly reflects the amount not previously reimbursed for
actual Services (as hereinafter defined) rendered to patients of the Subject Program under
the terms and provisions of this Agreement by Banner during the term of this Agreement,
and pursuant to the terms and provisions of this Agreement.
4. Services to be Provided by WCDPHE. WCDPHE agrees to provide the following
services pursuant to this Agreement, concerning WCDPHE clients who are referred or authorized
to receive Services from Banner:
(a) Referrals. WCDPHE and the WCDPHE-designated coordinator shall coordinate
all referrals and authorizations for Services to patients of the Subject Program.
WCDPHE shall provide all information necessary to ensure patients are identified
correctly as being participants in the Subject Program when presenting for Services at
NCMC and to provide appropriate information to Banner in order for Banner to provide
the Services to the patients of the Subject Program, including, without limitation, an order
for the Services from a licensed physician, when appropriate.
(b) Eligibility for Services. WCDPHE shall determine a patient's eligibility for
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Services prior to referral of such patient to Banner and will confirm to Banner the
eligibility status of a patient in the event of any question concerning the status of such
patient.
5. Banner Responsibilities. Banner agrees to provide the following services and be
responsible for the following:
(a) Services. Banner agrees to provide diagnostic imaging/radiology services as set
forth on Schedule A, attached hereto and incorporated herein (the "Services"), to patients
of the Subject Program (I) who are properly referred, (ii) who have an order of an
appropriately licensed physician when required, and (iii) who have a referral that requires
specific services that are included on Schedule A. The Services shall include the technical
component of such diagnostic imaging/radiology services, (the "Technical Services") and
the professional component of such diagnostic imaging/radiology services (the
"Professional Services"). Banner shall supply all qualified personnel, materials and
equipment necessary to provide the Technical Services. Banner also shall provide,
through the Radiologists, the Professional Services.
(b) Timely Clinical Services Report. Banner shall use its best efforts to return test
results and formal interpretations within three (3) weeks of the date of Services to allow
WCDPHE to report required information to the State of Colorado. Any disclosure of
information by the Parties to any third party will be in compliance with applicable federal
and state law. In the event of a contradiction between this Agreement and federal and
state law, federal and state law shall govern the release by the Parties of any confidential
information.
(c) No Additional Fees Shall be Paid. Banner shall not bill additional fees to any
patients of the Subject Program for those Services provided pursuant to this Agreement.
(d) Vouchers. At the time of registration at NCMC and prior to performing Services
pursuant to this Agreement, Banner shall require patients to present a WCDPHE voucher
for participation in the Subject Program, in substantially the form of Schedule B, attached
hereto and incorporated herein by reference.
6. Compensation. In consideration for the Services to be provided by Banner as set forth
in this Agreement, WCDPHE agrees to pay Banner the following:
(a) Funding and Rates for Services. For the Technical Services and the
Professional Services provided by Banner pursuant to this Agreement, WCDPHE shall
pay Banner at the rates as set out on Schedule A. WCDPHE shall pay Banner for the
services within thirty (30) days of receipt of Banner's invoice.
(b) Billing. Banner will provide to WCDPHE on a monthly basis, a summary of
Services rendered to patients of the Subject Program referred or authorized by WCDPHE
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to receive such Services. The summary will include the following information: patient
name, date of birth, and date of service. Banner will provide in a timely manner any
additional information which may be required by WCDPHE in processing the billing
information. Banner shall submit invoices on a monthly basis to WCDPHE, 1555 North
17`h Avenue, Greeley, Colorado 80631, for Services provided under this Agreement.
(c) Request for Additional Adjustment. Either Party shall be entitled to request an
adjustment of payment if it notifies the other Party in writing of the overpayment or
underpayment within ninety (90) days of such payment and provides documentation
substantiating such claim. Such requests for payment adjustment must be answered
within thirty (30) calendar days of receipt.
(d) Paying Adjustments. If the parties determine that WCDPHE has underpaid
Banner, WCDPHE shall pay the underpaid amount to Banner within fourteen (14)
calendar days of such determination. If the Parties determine that WCDPHE has overpaid
Banner, Banner shall reimburse WCDPHE for the overpayment within fourteen (14) days
of said determination, or shall credit such overpayment to amounts currently owed to
Banner under this Agreement.
(e) Payment Final. Except for those payment disputes that have been submitted to a
court of law or in accordance with this Section 6 all payments shall be final.
(f) No Offsets or Deductions Without Permission. Take -backs, offsets, and
deductions, as commonly used in the health care industry, are expressly prohibited. In no
event shall WCDPHE offset overpayments against, or deduct overpayments from, any
other payments it owes to Banner unless Banner expressly permits WCDPHE to do so in
writing.
(g) Arms Length Negotiations. Banner and WCDPHE expressly acknowledge that
the compensation provided for in this Agreement has resulted from arm's length
negotiations between the Parties, has not been determined in a manner that takes into
account the volume or value of any referrals or business otherwise generated between the
Parties, and is, to the best knowledge of each Party, consistent with fair market value for
the Services to be rendered.
7. Records. The relevant records of Banner shall be complete and available for audit ninety
(90) days after final payment for any Services provided pursuant to this Agreement, and shall be
retained and available for audit purposes for at least five (5) years after such final payment. The
parties agree to the additional following provisions concerning records:
(a) Medical Records. Medical records for the Services provided pursuant to this
Agreement shall be maintained by Banner, but WCDPHE personnel shall have access to
such files at all reasonable times during regular business hours.
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(b) Financial Records. WCDPHE shall have access to the financial records kept by
Banner with respect to the Services provided by Banner pursuant to this Agreement at all
reasonable times during regular business hours.
(c) Monitoring of Services. The Parties acknowledge that the patients receiving
Services have authorized WCDPHE to monitor or audit the Services being provided to
them by Banner.
(d) Confidentiality. Each Party agrees to keep any and all records and information
confidential, and to comply with the privacy obligations applicable to them under the
Health Insurance Portability and Accountability Act of 1996 and the regulations issued
pursuant thereto, as amended (42 USC 1320d and 45 CFR 160.01, et.seq.) ("HIPAA")
and to comply with all other laws and regulations concerning the confidentiality of such
records.
8. Errors, Acts and Omissions.
(a) WCDPHE. WCDPHE agrees that, to the extent permitted by law, it shall be
liable for any claims, costs and expenses, arising from or out of any alleged negligent act
or omission of WCDPHE or its agents or employees in the performance or lack of
performance of its obligations under this Agreement. This Section 8(a) shall survive
termination of this Agreement.
(b) Banner. Banner agrees it shall be liable for any claims, costs and expenses,
arising from or out of any negligent act or omission of Banner or its agents or employees
in the performance or lack of performance of its obligations under this Agreement. This
section shall survive termination of this Agreement.
(c) WCDPHE and Banner. Where both WCDPHE and Banner, including their
respective employees or agents, participated in the liability -causing event, to the extent
permitted by law, each Party shall contribute to the common liability on a pro rata share
based upon its relative degree of fault.
(d) Insurance. During the term of this Agreement, each Party agrees to secure and
maintain in force, liability insurance with coverages of reasonably appropriate types and
amounts. Each Party agrees to produce, upon request of the other Party, certificates of
insurance evidencing such coverage. A program of self insurance shall be acceptable to
satisfy the requirements of this Section 8(d).
9. No Federal Exclusion. WCDPHE hereby represents and warrants that it is not, and at no
time has been, excluded from participation in any federally funded health care program,
including Medicare and Medicaid, and that no such action is pending. WCDPHE hereby agrees
to immediately notify Banner of any threatened, proposed, or actual sanction or exclusion from
any federally funded health care program, including Medicare and Medicaid. Such notice shall
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contain reasonably sufficient information to allow Banner to determine the nature of any
sanction. In the event that WCDPHE is excluded from participation in any federally funded
health care program during the term of this Agreement, or if, at any time after the effective date
of this Agreement, it is determined that WCDPHE is in breach of this section, Banner shall
terminate this Agreement, which termination shall be effective immediately upon notice to
WCDPHE of such termination.
Banner hereby represents and warrants that Banner is not, and at no time has been, excluded from
participation in any federally funded health care program, including Medicare and Medicaid. In
the event that Banner is excluded from participation in any federally funded health care program
during the term of this Agreement, or if, at any time after the effective date of this Agreement, it
is determined that Banner is in breach of this Section, WCDPHE may immediately terminate this
Agreement.
10. General Provisions.
(a) Section Headings. The headings of sections in this Agreement are for reference
only and shall not affect the meaning of this Agreement.
(b) Parties' Relationship.
(i)
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
or shall be deemed to be an employee, agent, or servant of another Party to
this Agreement.
(ii) In the event the IRS should question or challenge the independent
contractor status of Banner or WCDPHE, the Parties hereto mutually agree
that both Parties shall have the right to participate in any discussion or
negotiation occurring with the IRS, even if such Party did not initiate such
discussions or negotiations, and each Party shall notify the other Party, in
advance, of any planned meeting or discussion.
(c) No Waiver of Immunities. Notwithstanding any other provision contained
herein, WCDPHE specifically does not waive any immunities to which it may be entitled
by statute or otherwise, including, without limitation, the Colorado Governmental
Immunity Act.
(d) Non -Assignment. This Agreement shall not be assigned, delegated, or
transferred by either Party without the prior written consent of the other Party.
Notwithstanding any provision of this Agreement to the contrary, Banner shall have the
right to assign or otherwise transfer its interest under this Agreement to any "related
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entity." For the purposes of this section, a related entity shall be deemed to include a
parent or subsidiary of Banner, any entity that acquires all or substantially all of Banner's
assets or operations relating to this Agreement, and the surviving entity of any merger or
consolidation involving Banner. Any assignment to a related entity shall not require the
consent or approval of WCDPHE to be effective.
(e) Notices. Any notice or other communication provided for in this Agreement shall
be in writing and shall be served by personal delivery, confirmed facsimile, or by certified
mail, return receipt requested, postage prepaid, at the addresses set forth in this
Agreement, until such time as written notice of a change is received from the Party
wishing to make a change of address. Any notice so mailed and any notice served by
personal delivery or confirmed facsimile shall be deemed delivered and effective on the
date of delivery if the notice is personally served or served by facsimile, or on the third
business day following the date of mailing if the notice is mailed by certified mail.
Banner: Banner Health
d/b/a North Colorado Medical Center
Attn: Chief Executive Officer
1801 16th Street
Greeley, Colorado 80631
with a copy to: Banner Health
Attn: Leal Department
1801 16` Street
Greeley, Colorado 80631
FAX: (970) 350-6314
WCDPHE: Weld County Department of Public Health
and Environment
c/o Judy Nero
1555 N. 17th Avenue
Greeley, Colorado 80631
FAX: (970) 304-6412
(0 No Waiver of Attorney -Client Privilege. Neither Party waives the attorney -
client, the accountant -client, or any other legal privilege by virtue of this Agreement.
(g) Change in Law. If any new federal or state law, regulation or rule is enacted or if
there is a change in any federal or state law, regulation or rule that affects this Agreement,
the activities of either Party under this Agreement, or either Party's performance or ability
to perform under this Agreement, or any change in the judicial or administrative
interpretation of any such law, regulation, or rule, and either Party reasonably believes in
good faith that such change shall have a substantial adverse affect on such Party's
business operations or its rights or obligations under this Agreement, then such party
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may, upon written notice, require the other Party to enter into good faith negotiations to
renegotiate the terms of this Agreement. If (a) the Parties are unable to reach an
agreement concerning the modification of this Agreement within the earlier of (i) forty-
five (45) days after the date of the notice seeking renegotiation or (ii) the effective date of
the change, or (b) the change is effective immediately, then either Party may immediately
terminate this Agreement upon written notice of such termination to the other Party.
(h) Dispute Resolution.
(i) Mediation of Disputes. If any claim, controversy or dispute between the
Parties cannot be resolved through negotiation, then the Parties agree to first try, in
good faith, to settle the claim, controversy or dispute by non -binding mediation with
a neutral third -party mediator. If the Parties cannot agree within fourteen (14) days
after either Party requests mediation upon the identity of the mediator and the
structure thereof, then the mediation shall be in Greeley, Colorado, and shall be
administered by the American Arbitration Association (the "AAA") in accordance
with mediation rules established by the AAA, and the parties shall share equally the
cost thereof Such mediation may be conducted by telephone conference call for the
convenience of the parties. A good faith attempt at mediation shall be a condition
precedent to the commencement of an arbitration or litigation, but is not a condition
precedent to any court action for injunction, provisional remedy or other relief
pending the outcome of mediation.
(ii) Arbitration of Disputes. Any claim, controversy or dispute arising out of, or
relating to, this Agreement, or the breach thereof, shall be settled by binding
arbitration before a single arbitrator in Greeley, Colorado, or in such other location as
the Parties may agree, administered by the AAA or by such other organization upon
which the Parties may agree, in accordance with arbitration rules established by the
AAA or such other organization, and judgment on the award rendered by the
arbitrator may be entered in any court having jurisdiction thereof. If the Parties have
previously mediated the dispute, the same person may not serve both as the mediator
and the arbitrator.
(i) Binding Effect. This Agreement shall be binding upon, and shall inure to the
benefit of, the Parties hereto and their successors and permitted assignees.
(j) Unforeseen Circumstances. In the event that Banner does not have proper
facilities to treat patients or in the event of circumstances beyond their reasonable control
such as a major disaster, epidemic, war, complete or partial destruction of NCMC or its
facilities, disability of a significant number of personnel or significant labor disputes,
Banner shall provide Services to patients to the extent possible according to its best
judgment or limitations of such facilities and personnel as are then available, but Banner
shall have no liability or obligation for delay or failure to provide or arrange for such
Services.
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(k) Ethical Business Practices. WCDPHE and Banner understand and agree that all
obligations under this Agreement shall be conducted in accordance with all applicable
laws and regulations. In addition, WCDPHE and Banner understand and agree that all
business operations will be conducted in accordance with applicable business and ethical
standards.
(I)
Governing Law. This Agreement shall be governed under the laws of the State
of Colorado, without regard for conflicts of laws, and any relevant Federal law.
(m) Medical Practices. WCDPHE and Banner understand and agree that all
obligations concerning medical practices under this Agreement shall be conducted in
accordance with the applicable standards of care within the community.
(n) WCDPHE Contact. The contact person for any questions or inquiries for
WCDPHE shall be Judy Nero, (970) 304-6470, or such other person as designated by
WCDPHE.
(o) Banner Contact. The contact person for any questions or inquiries for Banner
shall be NCMC's Director of Medical Imaging, (970) 352-4121 or such other person as
designated by Banner.
(p) Confidential Information. During the term of this Agreement and at all times
thereafter, WCDPHE and Banner shall ensure that WCDPHE and Banner, and their
directors, officers, employees, contractors and agents hold the other Party's Confidential
Information in the strictest confidence and in accordance with state and federal law.
"Confidential Information" shall include without limitation all information and records
whether oral or written or disclosed prior to or subsequent to the execution of this
Agreement regarding the following: patients, utilization review, quality assessment,
finances, volume of business, methods of operation, trade secrets, contracts and prices
and price -related information. To the extent allowed by Law, each Party shall return or
destroy, as directed by the disclosing Party, all Confidential Information received from
the other Party following termination of this Agreement for any reason. The Parties agree
that disclosure of a party's Confidential Information other than in accordance with this
Section or applicable federal or state Law shall cause irreparable injury to such Party, and
that the injured Party shall be entitled to injunctive relief to prevent the other Party's
breach of this Section. Notwithstanding any provision contained herein to the contrary,
Banner acknowledges that WCDPHE is a department of Weld County Government, and
as such, is subject to the Colorado Open Records Act, which may recognize this
Agreement, among other things, as open records.
(q) Modification and Breach. This Agreement contains the entire Agreement and
understanding between the Parties to this Agreement and supersedes any other
agreements concerning the subject matter of this transaction, whether oral or written. No
modification, amendment, novation, renewal, or other alteration of or to this Agreement
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and the attached schedules shall be deemed valid or of any force or effect whatsoever,
unless mutually agreed upon in writing by the undersigned Parties. Any consent by any
Party hereto, or waiver of, a breach by any other Party. whether express or implied, shall
not constitute a consent to, waiver of, or excuse for any other different or subsequent
breach.
(r) 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 a provision, to the extent this Agreement is then capable of execution within the
original intent of the Parties.
(s) Funding. No portion of this Agreement shall be deemed to create an obligation
on the part of the County of Weld, State of Colorado, or WCDPHE to expend funds not
otherwise appropriated during the term of this Agreement.
(t) No Third Party Enforcement. 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
with respect to any person not a party to this Agreement.
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 entity other
than the undersigned Parties receiving Services or benefits under this Agreement shall be
deemed an incidental beneficiary only.
(u) Conflict of Interest. WCDPHE represents and warrants that none of WCDPHE,
any affiliate of WCDPHE, or any officers, directors, employees, partners, members,
owners or shareholders of WCDPHE or any affiliate of WCDPHE, is related to, affiliated
in any way with or employs (or otherwise has a compensation interest with) any officer,
director or employee of Banner.
(v) Non -Exclusive Agreement. This Agreement is not exclusive. Accordingly,
either Party shall have the right to enter into one or more agreements relating to the same
or similar matters as are covered by this Agreement, and execution by either Party of such
agreements shall not constitute a breach of this Agreement.
(w) Survival. Any covenant or provision herein that requires or might require
performance after the termination or expiration of this Agreement, including, but not
limited to, indemnities, confidentiality, settlement of accounts, and records retention and
access, shall survive any termination or expiration of this Agreement.
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(x) Corporate Authority. The individual(s) executing this Agreement on behalf of,
or as representative for, a corporation or other person, firm, partnership or entity,
represents and warrants that he/she is duly authorized to execute and deliver this
Agreement on behalf of such corporation, person, firm, partnership or other entity and
that this Agreement is binding upon such entity in accordance with its terms.
(y) Counterparts. This Agreement may be executed in one or more copies or
counterparts, each of which when signed shall be an original, but all of which together
shall constitute one instrument.
(z) Compliance. WCDPHE and its employees and agents shall cooperate with any
compliance program now or hereafter instituted by Banner relating to the Services and/or
NCMC, provided, however, that if WCDPHE believes that such cooperation will
interfere with or conflict with WCDPHE's regular course of business, WCDPHE may
immediately terminate this Agreement upon written notice to Banner of such termination.
IN WITNESS WHEREOF, the Parties have hereunto set their hands and seals on the
dates stated below.
WELD COUNTY DEPARTMENT OF
PUBLIC HEALTH AND ENVIRONMENT
BANNER HEALTH d/b/a NORTH
COLORADO MEDICAL CENTER
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Mark E. Wallace, M.D., MeH By:-T4oriaa"' 3 and,ftta )
,iignre- /-c/esrtitn
Title
Date
Date
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY. COLORADO
William' F. Garcia, Chair ATTEST:
OCT - 5 2008
Date
/0
Deputy Clerk to the Boavill
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a0o9-a#2d
SCHEDULE A
THE SERVICES
Listed below are procedures that are.He4 iiI1cluded under this Agreement:
Procedure
Hospital Technical
Fee
Radiologist Professional Fee
CPT 74740
$150.00
One hundred percent (100%) of the allowable Medicare
payment a the time the services is performed
CPT 58340
$150.00
One hundred percent (100%) of the allowable Medicare
payment a the time the services is performed
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COLORADO
SCHEDULE B
SAMPLE VOUCHER
DEPARTMENT OF PUBLIC HEALTH & ENVIRONMENT
1555 N. 17th Avenue
Greeley, CO 80631
WEBSITE: www.co.weld.co.us
ADMINISTRATION: (970) 304-6410
FAX: (970) 304-6412
PUBLIC HEALTH EDUCATION & NURSING: (970) 304-6420
FAX: (970) 304-6416
ENVIRONMENTAL HEALTH SERVICES: (970) 304-6415
FAX: (970) 304-6411
Radiology Service Voucher
This voucher is for those who are confirmed as eligible for:
Este cupon es para mujeres que son calificadas y matriculadas en el:
E Women's Wellness Connection Program
E Komen Pink Ribbon Project
E Essure HSG
❑ TB program
Please present this, as well as any other paperwork given to you, as you arrive for your radiology
appointment to ensure proper billing. Your appointment is scheduled at:
Al Ilegar a su cila por favor presente este cupon y otros documentos necesarios entregados a usted. para
asegurar la facturacion apropiada. Su es programado en:
❑Summit View Medical Commons ❑ North Colorado Medical Center
2001 70th Ave, Greeley, CO 80634
(970) 350-6082
1801 16th Ave
(970) 352-4121
Appointment date/time
Fecha de la cita
Patient's name: Patient's date of birth:
Fecha de nacimiento
Please present this voucher to ensure proper billing of services is sent to:
Por favor presente este cupon para asegurar que la facturacion apropiada es enviada.:
Please bill Weld County as an insurance:
Weld County Department of Public Health
1555 N. 17th Ave.
Greeley, CO 80631
If you have any questions or need to reschedule, please call (970) 304-6420.
Si usted tiene alguna pregunta o tiene que cancelar la cita, por favor (lame (970) 304-6420.
13
COLORADO
Memorandum
TO: William F. Garcia, Chair
Board of County Commissioners
FROM: Mark E. Wallace, MD, MPH, Director
Department of Public Health and
Environment
DATE: October 2, 2009
SUBJECT: Agreement for Radiology Services for the
Susan G. Komen Foundation Program
Enclosed for Board review and approval is an agreement between Banner Health, doing business
as North Colorado Medical Center, and Weld County Board of Commissioners on behalf of
Weld County Department of Public Health and Environment (WCDPHE) for radiology services.
Through the terms and conditions of this agreement, Banner I lealth will provide both the
technical component and the professional component of the diagnostic imaging/radiology
services as set forth in Schedule A to women who have been determined eligible for the
Susan G. Komen program and referred by WCDPHE staff members. In exchange for these
services, WCDPHE agrees to pay Banner Health 100% of the allowable payment for each type
of service provided based upon the Susan G. Komen program rate sheet in effect at the time the
service is performed.
The term of this agreement is from June 30, 2008 through June 30, 2010 and shall be
automatically renewed for successive one year terms until it is terminated as provided within the
agreement. I recommend your approval of this agreement.
Enclosure
AGREEMENT FOR RADIOLOGY SERVICES
(Susan G. Komen Foundation Program )
THIS AGREEMENT FOR RADIOLOGY SERVICES (this "Agreement") is made and
entered into by and between Banner Health, an Arizona nonprofit corporation, d/b/a North
Colorado Medical Center ("Banner"), and the County of Weld, State of Colorado, by and through
the Board of County Commissioners of Weld County, on behalf of the Weld County Department
of Public Health and Environment ("WCDPHE") (each a "Party", and, collectively, the
"Parties").
BACKGROUND INFORMATION
WHEREAS, WCDPHE provides certain community health services and as part of such
services requires certain medical services, including radiology services to be provided to patients
who qualify for certain health services programs offered by WCDPHE; and
WHEREAS, the health services program that is the subject of this Agreement is Susan G.
Komen Foundation Program (the "Subject Program"); and
WHEREAS, Banner operates North Colorado Medical Center, an acute care hospital
located in Greeley, Colorado ("NCMC"); and
WHEREAS, Banner operates a radiology department at NCMC that provides the
technical component of diagnostic imaging/radiology services, and employs a number of
radiologists (each, a "Radiologist" and, collectively, the "Radiologists") who provide the
professional component of diagnostic imaging/radiology services, and therefore is able to provide
such services in the State of Colorado to patients who qualify for the Subject Program; and
WHEREAS, WCDPHE would like Banner to provide the technical component, as well as
the professional component of certain diagnostic imaging/radiology services, and Banner is
willing and able to provide such services to patients who qualify for the Subject Program,
consistent with the terms and conditions hereinafter set forth.
NOW THEREFORE, for and in consideration of the covenants, conditions, agreements,
and stipulations hereinafter expressed, the parties do hereby agree as follows:
1. Recitals. The above set forth recitals are hereby incorporated as though set forth herein
verbatim.
2. Term of Agreement. The Parties intend that the terms and conditions contained in this
Agreement shall be effective for the time period commencing June 30, 2008, and continuing
through June 30, 2010. Thereafter, this Agreement shall be automatically renewed for successive
one (1) year terms until it is terminated as provided herein.
3. Termination of Agreement.
(a) Termination Without Cause. Either party may terminate this Agreement with or
without cause upon thirty (30) days' prior written notice to the other Party, such notice to
be given pursuant to the provisions contained in this Agreement.
1
‘2orA- aleaa.
(b) Termination Upon Material Breach. Either Party may terminate this
Agreement upon the material, uncured breach of the other Party. Upon a material breach
the terminating Party shall give the breaching Party written notice of the material breach,
and fifteen (15) calendar days (the "Cure Period") in which to cure the material breach.
The terminating Party may terminate this Agreement at the conclusion of the Cure Period
provided the breach remains uncured.
(c) 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, the Department of Health and Human
Services ("HHS") or the Internal Revenue Service (the "IRS") determines that this
Agreement is illegal or jeopardizes the tax exempt status of Banner or NCMC, then either
Party may give the other Party such notice as is reasonable in the circumstances and shall
make available a reasonable period within which to cure. During such period, the Parties
shall negotiate in good faith to agree upon an appropriate cure. If no cure is implemented
by the Parties, then either Party, in its discretion, may terminate this Agreement with such
notice to the other Party as is reasonable under the circumstances.
(d) Payment in the Event of Early Termination. In the event that this Agreement
is terminated prior to the expiration date set out above, WCDPHE shall pay that
compensation to Banner which duly reflects the amount not previously reimbursed for
actual Services (as hereinafter defined) rendered to patients of the Subject Program under
the terms and provisions of this Agreement by Banner during the term of this Agreement,
and pursuant to the terms and provisions of this Agreement.
4. Services to be Provided by WCDPHE. WCDPHE agrees to provide the following
services pursuant to this Agreement, concerning WCDPHE clients who are referred or authorized
to receive Services from Banner:
(a) Referrals. WCDPHE and the WCDPHE-designated coordinator shall coordinate
all referrals and authorizations for Services to patients of the Subject Program.
WCDPHE shall provide all information necessary to ensure patients are identified
correctly as being participants in the Subject Program when presenting for Services at
NCMC and to provide appropriate information to Banner in order for Banner to provide
the Services to the patients of the Subject Program, including, without limitation, an order
for the Services from a licensed physician, when appropriate.
(b) Eligibility for Services. WCDPHE shall determine a patient's eligibility for
Services prior to referral of such patient to Banner and will confirm to Banner the
eligibility status of a patient in the event of any question concerning the status of such
patient.
5. Banner Responsibilities. Banner agrees to provide the following services and be
responsible for the following:
(a) Services. Banner agrees to provide diagnostic imaging/radiology services as set
forth on Schedule A, attached hereto and incorporated herein (the "Services"), to patients
of the Subject Program (I) who are properly referred, (ii) who have an order of an
2
appropriately licensed physician when required, and (iii) who have a referral that requires
specific services that are included on Schedule A. The Services shall include the technical
component of such diagnostic imaging/radiology services, (the "Technical Services") and
the professional component of such diagnostic imaging/radiology services (the
"Professional Services"). Banner shall supply all qualified personnel, materials and
equipment necessary to provide the Technical Services. Banner also shall provide,
through the Radiologists, the Professional Services.
(b) Timely Clinical Services Report. Banner shall use its best efforts to return test
results and formal interpretations within three (3) weeks of the date of Services to allow
WCDPHE to report required information to the State of Colorado. Any disclosure of
information by the Parties to any third party will be in compliance with applicable federal
and state law. In the event of a contradiction between this Agreement and federal and
state law, federal and state law shall govern the release by the Parties of any confidential
information.
(c) No Additional Fees Shall be Paid. Banner shall not bill additional fees to any
patients of the Subject Program for those Services provided pursuant to this Agreement.
(d) Vouchers. At the time of registration at NCMC and prior to performing Services
pursuant to this Agreement, Banner shall require patients to present a WCDPHE voucher
for participation in the Subject Program, in substantially the form of Schedule B. attached
hereto and incorporated herein by reference.
6. Compensation. In consideration for the Services to be provided by Banner as set forth
in this Agreement, WCDPHE agrees to pay Banner the following:
(a) Funding and Rates for Services. For the Technical Services and the
Professional Services provided by Banner pursuant to this Agreement, WCDPHE shall
pay Banner one hundred percent (100%) of the allowable payment for each type of
diagnostic imaging/radiology service provided to a patient in the Subject Program, based
upon the Subject Program Rate Sheet in effect at the time the diagnostic
imaging/radiology service is performed. WCDPHE shall pay Banner for the services
within thirty (30) days of receipt of Banner's invoice.
(b) Billing. Banner will provide to WCDPHE on a monthly basis, a summary of
Services rendered to patients of the Subject Program referred or authorized by WCDPHE
to receive such Services. The summary will include the following information: patient
name, date of birth, and date of service. Banner will provide in a timely manner any
additional information which may be required by WCDPHE in processing the billing
information. Banner shall submit invoices on a monthly basis to WCDPHE, 1555 North
17th Avenue, Greeley, Colorado 80631, for Services provided under this Agreement.
(c) Request for Additional Adiustment. Either Party shall be entitled to request an
adjustment of payment if it notifies the other Party in writing of the overpayment or
underpayment within ninety (90) days of such payment and provides documentation
substantiating such claim. Such requests for payment adjustment must be answered
within thirty (30) calendar days of receipt.
3
(d) Paying Adjustments. If the parties determine that WCDPHE has underpaid
Banner, WCDPHE shall pay the underpaid amount to Banner within fourteen (14)
calendar days of such determination. If the Parties determine that WCDPHE has overpaid
Banner, Banner shall reimburse WCDPHE for the overpayment within fourteen (14) days
of said determination, or shall credit such overpayment to amounts currently owed to
Banner under this Agreement.
(e) Payment Final. Except for those payment disputes that have been submitted to a
court of law or in accordance with this Section 6 all payments shall be final.
(f) No Offsets or Deductions Without Permission. Take -backs, offsets, and
deductions, as commonly used in the health care industry, are expressly prohibited. In no
event shall WCDPHE offset overpayments against, or deduct overpayments from, any
other payments it owes to Banner unless Banner expressly permits WCDPHE to do so in
writing.
(g) Arms Length Negotiations. Banner and WCDPHE expressly acknowledge that
the compensation provided for in this Agreement has resulted from arm's length
negotiations between the Parties, has not been determined in a manner that takes into
account the volume or value of any referrals or business otherwise generated between the
Parties, and is, to the best knowledge of each Party, consistent with fair market value for
the Services to be rendered.
7. Records. The relevant records of Banner shall be complete and available for audit ninety
(90) days after final payment for any Services provided pursuant to this Agreement, and shall be
retained and available for audit purposes for at least five (5) years after such final payment. The
parties agree to the additional following provisions concerning records:
(a) Medical Records. Medical records for the Services provided pursuant to this
Agreement shall be maintained by Banner, but WCDPHE personnel shall have access to
such files at all reasonable times during regular business hours.
(b) Financial Records. WCDPHE shall have access to the financial records kept by
Banner with respect to the Services provided by Banner pursuant to this Agreement at all
reasonable times during regular business hours.
(c) Monitoring of Services. The Parties acknowledge that the patients receiving
Services have authorized WCDPHE to monitor or audit the Services being provided to
them by Banner.
(d) Confidentiality. Each Party agrees to keep any and all records and information
confidential, and to comply with the privacy obligations applicable to them under the
Health Insurance Portability and Accountability Act of 1996 and the regulations issued
pursuant thereto, as amended (42 USC 1320d and 45 CFR 160.01, et.seq.) ("HIPAA")
and to comply with all other laws and regulations concerning the confidentiality of such
records.
4
8. Errors, Acts and Omissions.
(a) WCDPHE. WCDPHE agrees that, to the extent permitted by law, it shall be
liable for any claims, costs and expenses, arising from or out of any alleged negligent act
or omission of WCDPHE or its agents or employees in the performance or lack of
performance of its obligations under this Agreement. This Section 8(a) shall survive
termination of this Agreement.
(b) Banner. Banner agrees it shall be liable for any claims, costs and expenses,
arising from or out of any negligent act or omission of Banner or its agents or employees
in the performance or lack of performance of its obligations under this Agreement. This
section shall survive termination of this Agreement.
(c) WCDPHE and Banner. Where both WCDPHE and Banner, including their
respective employees or agents, participated in the liability -causing event, to the extent
permitted by law, each Party shall contribute to the common liability on a pro rata share
based upon its relative degree of fault.
(d) Insurance. During the term of this Agreement, each Party agrees to secure and
maintain in force, liability insurance with coverages of reasonably appropriate types and
amounts. Each Party agrees to produce, upon request of the other Party, certificates of
insurance evidencing such coverage. A program of self insurance shall be acceptable to
satisfy the requirements of this Section 8(d).
9. No Federal Exclusion. WCDPHE hereby represents and warrants that it is not, and at no
time has been, excluded from participation in any federally funded health care program,
including Medicare and Medicaid, and that no such action is pending. WCDPHE hereby agrees
to immediately notify Banner of any threatened, proposed, or actual sanction or exclusion from
any federally funded health care program, including Medicare and Medicaid. Such notice shall
contain reasonably sufficient information to allow Banner to determine the nature of any
sanction. In the event that WCDPHE is excluded from participation in any federally funded
health care program during the term of this Agreement, or if, at any time after the effective date
of this Agreement, it is determined that WCDPHE is in breach of this section, Banner shall
terminate this Agreement, which termination shall be effective immediately upon notice to
WCDPHE of such termination.
Banner hereby represents and warrants that Banner is not, and at no time has been, excluded from
participation in any federally funded health care program, including Medicare and Medicaid. In
the event that Banner is excluded from participation in any federally funded health care program
during the term of this Agreement, or if, at any time after the effective date of this Agreement, it
is determined that Banner is in breach of this Section, WCDPHE may immediately terminate this
Agreement.
10. General Provisions.
(a) Section Headings. The headings of sections in this Agreement are for reference
only and shall not affect the meaning of this Agreement.
5
(b) Parties' Relationship.
(i)
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
or shall be deemed to be an employee, agent, or servant of another Party to
this Agreement.
(ii) In the event the IRS should question or challenge the independent
contractor status of Banner or WCDPHE, the Parties hereto mutually agree
that both Parties shall have the right to participate in any discussion or
negotiation occurring with the IRS, even if such Party did not initiate such
discussions or negotiations, and each Party shall notify the other Party, in
advance, of any planned meeting or discussion.
(c) No Waiver of Immunities. Notwithstanding any other provision contained
herein, WCDPHE specifically does not waive any immunities to which it may be entitled
by statute or otherwise, including, without limitation, the Colorado Governmental
Immunity Act.
(d) Non -Assignment. This Agreement shall not be assigned, delegated, or
transferred by either Party without the prior written consent of the other Party.
Notwithstanding any provision of this Agreement to the contrary, Banner 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 or subsidiary of Banner, any entity that acquires all or substantially all of Banner's
assets or operations relating to this Agreement, and the surviving entity of any merger or
consolidation involving Banner. Any assignment to a related entity shall not require the
consent or approval of WCDPHE to be effective.
(e) Notices. Any notice or other communication provided for in this Agreement shall
be in writing and shall be served by personal delivery, confirmed facsimile, or by certified
mail, return receipt requested, postage prepaid, at the addresses set forth in this
Agreement, until such time as written notice of a change is received from the Party
wishing to make a change of address. Any notice so mailed and any notice served by
personal delivery or confirmed facsimile shall be deemed delivered and effective on the
date of delivery if the notice is personally served or served by facsimile, or on the third
business day following the date of mailing if the notice is mailed by certified mail.
Banner: Banner Health
d/b/a North Colorado Medical Center
Attn: Chief Executive Officer
1801 16th Street
Greeley, Colorado 80631
with a copy to: Banner Health
Attn: Legal Department
1801 16th Street
Greeley, Colorado 80631
6
FAX: (970) 350-6314
WCDPHE: Weld County Department of Public Health
and Environment
c/o Judy Nero
1555 N. 17th Avenue
Greeley, Colorado 80631
FAX: (970) 304-6412
(f) No Waiver of Attorney -Client Privilege. Neither Party waives the attorney -
client, the accountant -client, or any other legal privilege by virtue of this Agreement.
(g) Change in Law. If any new federal or state law, regulation or rule is enacted or if
there is a change in any federal or state law, regulation or rule that affects this Agreement,
the activities of either Party under this Agreement, or either Party's performance or ability
to perform under this Agreement, or any change in the judicial or administrative
interpretation of any such law, regulation, or rule, and either Party reasonably believes in
good faith that such change shall have a substantial adverse affect on such Party's
business operations or its rights or obligations under this Agreement, then such party
may, upon written notice, require the other Party to enter into good faith negotiations to
renegotiate the terms of this Agreement. If (a) the Parties are unable to reach an
agreement concerning the modification of this Agreement within the earlier of (i) forty-
five (45) days after the date of the notice seeking renegotiation or (ii) the effective date of
the change, or (b) the change is effective immediately, then either Party may immediately
terminate this Agreement upon written notice of such termination to the other Party.
(h) Dispute Resolution.
(i) Mediation of Disputes. If any claim, controversy or dispute between the
Parties cannot be resolved through negotiation, then the Parties agree to first try, in
good faith, to settle the claim, controversy or dispute by non -binding mediation with
a neutral third -party mediator. If the Parties cannot agree within fourteen (14) days
after either Party requests mediation upon the identity of the mediator and the
structure thereof, then the mediation shall be in Greeley, Colorado, and shall be
administered by the American Arbitration Association (the "AAA") in accordance
with mediation rules established by the AAA, and the parties shall share equally the
cost thereof. Such mediation may be conducted by telephone conference call for the
convenience of the parties. A good faith attempt at mediation shall be a condition
precedent to the commencement of an arbitration or litigation, but is not a condition
precedent to any court action for injunction, provisional remedy or other relief
pending the outcome of mediation.
(ii) Arbitration of Disputes. Any claim, controversy or dispute arising out of, or
relating to, this Agreement, or the breach thereof, shall be settled by binding
arbitration before a single arbitrator in Greeley, Colorado, or in such other location as
the Parties may agree, administered by the AAA or by such other organization upon
which the Parties may agree, in accordance with arbitration rules established by the
AAA or such other organization, and judgment on the award rendered by the
arbitrator may be entered in any court having jurisdiction thereof. If the Parties have
previously mediated the dispute, the same person may not serve both as the mediator
7
and the arbitrator.
(i) Binding Effect. This Agreement shall be binding upon, and shall inure to the
benefit of, the Parties hereto and their successors and permitted assignees.
(I) Unforeseen Circumstances. In the event that Banner does not have proper
facilities to treat patients or in the event of circumstances beyond their reasonable control
such as a major disaster, epidemic, war, complete or partial destruction of NCMC or its
facilities, disability of a significant number of personnel or significant labor disputes,
Banner shall provide Services to patients to the extent possible according to its best
judgment or limitations of such facilities and personnel as are then available, but Banner
shall have no liability or obligation for delay or failure to provide or arrange for such
Services.
8
(k) Ethical Business Practices. WCDPHE and Banner understand and agree that all
obligations under this Agreement shall be conducted in accordance with all applicable
laws and regulations. In addition, WCDPHE and Banner understand and agree that all
business operations will be conducted in accordance with applicable business and ethical
standards.
(I)
Governing Law. This Agreement shall be governed under the laws of the State
of Colorado, without regard for conflicts of laws, and any relevant Federal law.
(m) Medical Practices. WCDPHE and Banner understand and agree that all
obligations concerning medical practices under this Agreement shall be conducted in
accordance with the applicable standards of care within the community.
(n) WCDPHE Contact. The contact person for any questions or inquiries for
WCDPHE shall be Judy Nero, (970) 304-6470, or such other person as designated by
WCDPHE.
(o) Banner Contact. The contact person for any questions or inquiries for Banner
shall be NCMC's Director of Medical Imaging, (970) 352-4121 or such other person as
designated by Banner.
(p) Confidential Information. During the term of this Agreement and at all times
thereafter, WCDPHE and Banner shall ensure that WCDPHE and Banner, and their
directors, officers, employees, contractors and agents hold the other Party's Confidential
Information in the strictest confidence and in accordance with state and federal law.
"Confidential Information" shall include without limitation all information and records
whether oral or written or disclosed prior to or subsequent to the execution of this
Agreement regarding the following: patients, utilization review, quality assessment,
finances, volume of business, methods of operation, trade secrets, contracts and prices
and price -related information. To the extent allowed by Law, each Party shall return or
destroy, as directed by the disclosing Party, all Confidential Information received from
the other Party following termination of this Agreement for any reason. The Parties agree
that disclosure of a party's Confidential Information other than in accordance with this
Section or applicable federal or state Law shall cause irreparable injury to such Party, and
that the injured Party shall be entitled to injunctive relief to prevent the other Party's
breach of this Section. Notwithstanding any provision contained herein to the contrary,
Banner acknowledges that WCDPHE is a department of Weld County Government, and
as such, is subject to the Colorado Open Records Act, which may recognize this
Agreement, among other things, as open records.
(q) Modification and Breach. This Agreement contains the entire Agreement and
understanding between the Parties to this Agreement and supersedes any other
agreements concerning the subject matter of this transaction, whether oral or written,
including, without limitation, that certain Facility Services Agreement dated effective as
of August 1, 2007, which agreement is hereby terminated as of the effective date of this
Agreement. No modification, amendment, novation, renewal, or other alteration of or to
this Agreement and the attached schedules shall be deemed valid or of any force or effect
whatsoever, unless mutually agreed upon in writing by the undersigned Parties. Any
consent by any Party hereto, or waiver of, a breach by any other Party, whether express or
9
implied, shall not constitute a consent to, waiver of, or excuse for any other different or
subsequent breach.
(r) 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 a provision, to the extent this Agreement is then capable of execution within the
original intent of the Parties.
(s) Funding. No portion of this Agreement shall be deemed to create an obligation
on the part of the County of Weld, State of Colorado, or WCDPHE to expend funds not
otherwise appropriated during the term of this Agreement.
(t) No Third Party Enforcement. 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
with respect to any person not a party to this Agreement.
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 entity other
than the undersigned Parties receiving Services or benefits under this Agreement shall be
deemed an incidental beneficiary only.
(u) Conflict of Interest. WCDPHE represents and warrants that none of WCDPHE,
any affiliate of WCDPHE, or any officers, directors, employees, partners, members,
owners or shareholders of WCDPHE or any affiliate of WCDPHE, is related to, affiliated
in any way with or employs (or otherwise has a compensation interest with) any officer,
director or employee of Banner.
(v) Non -Exclusive Agreement. This Agreement is not exclusive. Accordingly,
either Party shall have the right to enter into one or more agreements relating to the same
or similar matters as are covered by this Agreement, and execution by either Party of such
agreements shall not constitute a breach of this Agreement.
(w) Survival. Any covenant or provision herein that requires or might
requireperformance after the termination or expiration of this Agreement, including, but
not limited to, indemnities, confidentiality, settlement of accounts, and records retention
and access, shall survive any termination or expiration of this Agreement.
(x) Corporate Authority. The individual(s) executing this Agreement on behalf of,
or as representative for, a corporation or other person, firm, partnership or entity,
represents and warrants that he/she is duly authorized to execute and deliver this
Agreement on behalf of such corporation, person, firm, partnership or other entity and
that this Agreement is binding upon such entity in accordance with its terms.
(y) Counterparts. This Agreement may be executed in one or more copies or
counterparts, each of which when signed shall be an original, but all of which together
10
shall constitute one instrument.
(z) Compliance. WCDPHE and its employees and agents shall cooperate with any
compliance program now or hereafter instituted by Banner relating to the Services and/or
NCMC, provided, however, that if WCDPHE believes that such cooperation will
interfere with or conflict with WCDPHE's regular course of business, WCDPHE may
immediately terminate this Agreement upon written notice to Banner of such termination.
IN WITNESS WHEREOF, the Parties have hereunto set their hands and seals on the
dates stated below.
WELD COUNTY DEPARTMENT OF
PUBLIC HEALTH AND ENVIRONMENT COLORADO MEDICAL CENTER
BANNER HEALTH d/b/a NORTH
Mark E. Wallace, M.D., MeH
4o-a-vn
Date
BOARD OF COUNTY COMMISSIONERS
WELD COUNOLORADO
illiam F. Garcia, Chair
r- _ 2009
Date
(/P finanee
Title
Date
/lJ-.-*-09
ATTEST:
Deputy Clerk to the Boar
Gaon-Fs/en fRojton
11
a700? - 024'22.
SCHEDULE A
THE SERVICES
CPT Code
Screening mammogram Digital
G0202
Diagnostic/Follow-up — Unilateral mammogram digital
G0204
Diagnostic/Follow-up — Bilateral mammogram digital
G0206
Stereotactic localization for breast biopsy, each lesion, radiological supervision and
interpretation
77031
Preoperative placement of needle localization wire, breast, radiological supervision, and
interpretation
77032
Radiological examination, surgical specimen
76098
Ultrasound -Echography, Breasts (unilateral or bilateral) B -scan and/or real time with
image documentation
76645
Ultrasound guidance for needle biopsy, radiological supervision and interpretation
76942
Aspiration of Cyst of Breast
19000
Aspiration of Cyst of Breast, Additional
19001
Biopsy of breast; needle core (surgical procedure only)
19100
Incisional biopsy of breast
19101
Percutaneous, needle core, using imaging guidance
19102
Percutaneous, automated vacuum assisted or rotating biopsy device, using imaging
guidance
19103
Excision of cyst, fibroadenoma, or other benign or malignant tumor, aberrant breast
tissue, duct lesion or nipple lesion
19120
Excision of breast lesion identified by pre -operative placement of radiological marker —
single lesion
19125
Excision of breast lesion identified by pre -operative placement of radiological marker —
each additional lesion
19126
Preoperative placement of needle localization wire, breast
19290
Image guided placement metallic localization clip, percutaneous, during breast biopsy
19295
Fine Needle Aspiration without imaging guidance
10021
Fine Needle Aspiration with imaging guidance
10022
Evaluation of Fine Needle Aspiration
88172
Interpretation and Report of Fine Needle Aspiration
88173
Breast Biopsy Interpretation
88305
CPT Code
Pap Smear, reported in Bethesda System
88164
Pap Smear, reported in Bethesda System requiring interpretation by physician
88141
Thin Prep Pap (reimbursed at the conventional smear rate)
88142
Colposcopy Biopsy Interpretation
88305
Colposcopy Without Biopsy (surgical procedure only)
57452
12
Colposcopy with Biopsy and/or endocervical curettage (surgical procedure only)
57454
New Patient — Office Visit (10 minutes face to face)
99201
New Patient — Office Visit (20 minutes face to face)
99202
New Patient — Office Visit (30 minutes face to face)
99203
Established Patient — Office Visit (5 minutes face to face)
99211
Established Patient — Office Visit (10 minutes face to face)
99212
Established Patient — Office Visit (15 minutes face to face)
99213
Consultation Visit — 15 minutes face to face with patient
99241
Consultation Visit — 30 minutes face to face with patient
99242
Consultation Visit — 40 minutes face to face with patient
99243
Listed below are procedures that are not included under this A¢reement:
LEEP (Loop Electrode Excision Procedure)
Cone Biopsy
Endometrial Biopsy
Any Treatment of breast cancer, cervical
intraepithelial neoplasia and cervical cancer
13
SCHEDULE B
SAMPLE VOUCHER
*arm
WI�Yc
COLORADO
DEPARTMENT OF PUBLIC HEALTH & ENVIRONMENT
1555 N. 17th Avenue
Greeley, CO 80631
WEBSITE: www.co.weld.co.us
ADMINISTRATION: (970) 304-6410
FAX: (970) 304-6412
PUBLIC HEALTH EDUCATION & NURSING: (970) 304-6420
FAX: (970) 304-6416
ENVIRONMENTAL HEALTH SERVICES: (970) 304-6415
FAX: (970) 304-6411
Radiology Service Voucher
This voucher is for those who are confirmed as eligible for:
Este cupon es para mujeres que son calificadas y matriculadas en el:
❑ Women's Wellness Connection Program
❑ Komen Pink Ribbon Project
❑ Essure HSG
❑ TB program
Please present this, as well as any other paperwork given to you, as you arrive for your radiology
appointment to ensure proper billing. Your appointment is scheduled at:
Al llegar a su cita por favor presente este cupon y otros documentos necesarios entregados a usted, para
asegurar la facturacion apropiada. Su es programado en:
❑Summit View Medical Commons O North Colorado Medical Center
2001 70th Ave, Greeley, CO 80634
(970) 350-6082
1801 16th Ave
(970) 352-4121
Appointment date/time
Fecha de la cita
Patient's name: Patient's date of birth:
Fecha de nacimiento
Please present this voucher to ensure proper billing of services is sent to:
Por favor presente este cupon para asegurar que la facturacion apropiada es enviada:
Please bill Weld County as an insurance:
Weld County Department of Public Health
1555 N. 17th Ave.
Greeley, CO 80631
If you have any questions or need to reschedule, please call (970) 304-6420.
Si usted tienc alguna pregunta o tienc que cancelar la cita, per favor !lame (970) 304-6420.
14
Memorandum
TO:
FROM:
DATE:
SUBJECT:
William F. Garcia, Chair
Board of County Commissioners
Mark E. Wallace, MD, MPH, Director
Department of Public Health and
Environment
October 2, 2009
Agreement for Radiology Services for the
Tuberculosis Control Program
Enclosed for Board review and approval is an agreement between Banner Health, doing business
as North Colorado Medical Center, and Weld County Board of Commissioners on behalf of
Weld County Department of Public Health and Environment (WCDPHE) for radiology services.
Through the terms and conditions of this agreement, Banner Health will provide both the
technical component and the professional component of the diagnostic imaging/radiology
services as set forth in Schedule A to persons eligible for the Tuberculosis Control Program and
who have been referred by WCDPHE staff members. In exchange for these services, WCDPHE
agrees to pay Banner Health $33 for each two view chest x-ray and one hundred percent of the
allowable Medicare rate at the time the services are performed for the professional component.
The term of this agreement is from June 30, 2008 through June 30, 2010 and shall be
automatically renewed for successive one year terms until it is terminated as provided within the
agreement. I recommend your approval of this agreement.
Enclosure
AGREEMENT FOR RADIOLOGY SERVICES
(Tuberculosis Control Program)
THIS AGREEMENT FOR RADIOLOGY SERVICES (this "Agreement") is made and
entered into by and between Banner Health, an Arizona nonprofit corporation, d/b/a North
Colorado Medical Center ("Banner"), and the County of Weld, State of Colorado, by and through
the Board of County Commissioners of Weld County, on behalf of the Weld County Department
of Public Health and Environment ("WCDPHE") (each a "Party", and, collectively, the
"Parties").
BACKGROUND INFORMATION
WHEREAS, WCDPHE provides certain community health services and as part of such
services requires certain medical services, including radiology services to be provided to patients
who qualify for certain health services programs offered by WCDPHE; and
WHEREAS, the health services program that is the subject of this Agreement is
Tuberculosis Control Program (the "Subject Program"); and
WHEREAS, Banner operates North Colorado Medical Center, an acute care hospital
located in Greeley, Colorado ("NCMC"); and
WHEREAS, Banner operates a radiology department at NCMC that provides the
technical component of diagnostic imaging/radiology services, and employs a number of
radiologists (each, a "Radiologist" and, collectively, the "Radiologists") who provide the
professional component of diagnostic imaging/radiology services, and therefore is able to provide
such services in the State of Colorado to patients who qualify for the Subject Program; and
WHEREAS, WCDPHE would like Banner to provide the technical component, as well as
the professional component of certain diagnostic imaging/radiology services, and Banner is
willing and able to provide such services to patients who qualify for the Subject Program,
consistent with the terms and conditions hereinafter set forth.
NOW THEREFORE, for and in consideration of the covenants, conditions, agreements,
and stipulations hereinafter expressed, the parties do hereby agree as follows:
1. Recitals. The above set forth recitals are hereby incorporated as though set forth herein
verbatim.
2. Term of Agreement. The Parties intend that the terms and conditions contained in this
Agreement shall be effective for the time period commencing June 30, 2008, and continuing
through June 30, 2010. Thereafter, this Agreement shall be automatically renewed for successive
one (1) year terms until it is terminated as provided herein.
1
07009- a(c,2a
3. Termination of Agreement.
(a) Termination Without Cause. Either party may terminate this Agreement with or
without cause upon thirty (30) days' prior written notice to the other Party, such notice to
be given pursuant to the provisions contained in this Agreement.
(b) Termination Upon Material Breach. Either Party may terminate this
Agreement upon the material, uncured breach of the other Party. Upon a material breach
the terminating Party shall give the breaching Party written notice of the material breach,
and fifteen (15) calendar days (the "Cure Period") in which to cure the material breach.
The terminating Party may terminate this Agreement at the conclusion of the Cure Period
provided the breach remains uncured.
(c) 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, the Department of Health and Human
Services ("NHS") or the Internal Revenue Service (the "IRS") determines that this
Agreement is illegal or jeopardizes the tax exempt status of Banner or NCMC, then either
Party may give the other Party such notice as is reasonable in the circumstances and shall
make available a reasonable period within which to cure. During such period, the Parties
shall negotiate in good faith to agree upon an appropriate cure. If no cure is implemented
by the Parties, then either Party, in its discretion, may terminate this Agreement with such
notice to the other Party as is reasonable under the circumstances.
(d) Payment in the Event of Early Termination. In the event that this Agreement
is terminated prior to the expiration date set out above, WCDPHE shall pay that
compensation to Banner which duly reflects the amount not previously reimbursed for
actual Services (as hereinafter defined) rendered to patients of the Subject Program under
the terms and provisions of this Agreement by Banner during the term of this Agreement,
and pursuant to the terms and provisions of this Agreement.
4. Services to be Provided by WCDPHE. WCDPHE agrees to provide the following
services pursuant to this Agreement, concerning WCDPHE clients who are referred or authorized
to receive Services from Banner:
(a) Referrals. WCDPHE and the WCDPHE-designated coordinator shall coordinate
all referrals and authorizations for Services to patients of the Subject Program.
WCDPHE shall provide all information necessary to ensure patients are identified
correctly as being participants in the Subject Program when presenting for Services at
NCMC and to provide appropriate information to Banner in order for Banner to provide
the Services to the patients of the Subject Program, including, without limitation, an order
for the Services from a licensed physician, when appropriate.
(b) Eligibility for Services. WCDPHE shall determine a patient's eligibility for
2
Services prior to referral of such patient to Banner and will confirm to Banner the
eligibility status of a patient in the event of any question concerning the status of such
patient.
5. Banner Responsibilities. Banner agrees to provide the following services and be
responsible for the following:
(a) Services. Banner agrees to provide diagnostic imaging/radiology services as set
forth on Schedule A, attached hereto and incorporated herein (the "Services"), to patients
of the Subject Program (I) who are properly referred, (ii) who have an order of an
appropriately licensed physician when required, and (iii) who have a referral that requires
specific services that are included on Schedule A. The Services shall include the technical
component of such diagnostic imaging/radiology services, (the "Technical Services") and
the professional component of such diagnostic imaging/radiology services (the
"Professional Services"). Banner shall supply all qualified personnel, materials and
equipment necessary to provide the Technical Services. Banner also shall provide,
through the Radiologists, the Professional Services.
(b) Timely Clinical Services Report. Banner shall use its best efforts to return test
results and formal interpretations within three (3) weeks of the date of Services to allow
WCDPHE to report required information to the State of Colorado. Any disclosure of
information by the Parties to any third party will be in compliance with applicable federal
and state law. In the event of a contradiction between this Agreement and federal and
state law, federal and state law shall govern the release by the Parties of any confidential
information.
(c) No Additional Fees Shall be Paid. Banner shall not bill additional fees to any
patients of the Subject Program for those Services provided pursuant to this Agreement.
(d) Vouchers. At the time of registration at NCMC and prior to performing Services
pursuant to this Agreement, Banner shall require patients to present a WCDPHE voucher
for participation in the Subject Program, in substantially the form of Schedule B, attached
hereto and incorporated herein by reference.
6. Compensation. In consideration for the Services to be provided by Banner as set forth
in this Agreement, WCDPHE agrees to pay Banner the following:
(a) Funding and Rates for Services. For the Technical Services and the
Professional Services provided by Banner pursuant to this Agreement, WCDPHE shall
pay Banner at the rates as set out on Schedule A. WCDPHE shall pay Banner for the
services within thirty (30) days of receipt of Banner's invoice.
(b) Billing. Banner will provide to WCDPHE on a monthly basis, a summary of
Services rendered to patients of the Subject Program referred or authorized by WCDPHE
3
to receive such Services. The summary will include the following information: patient
name, date of birth, and date of service. Banner will provide in a timely manner any
additional information which may be required by WCDPHE in processing the billing
information. Banner shall submit invoices on a monthly basis to WCDPHE, 1555 North
17th Avenue, Greeley, Colorado 80631, for Services provided under this Agreement.
(c) Request for Additional Adjustment. Either Party shall be entitled to request an
adjustment of payment if it notifies the other Party in writing of the overpayment or
underpayment within ninety (90) days of such payment and provides documentation
substantiating such claim. Such requests for payment adjustment must be answered
within thirty (30) calendar days of receipt.
(d) Paying Adjustments. If the parties determine that WCDPHE has underpaid
Banner, WCDPHE shall pay the underpaid amount to Banner within fourteen (14)
calendar days of such determination. If the Parties determine that WCDPHE has overpaid
Banner, Banner shall reimburse WCDPHE for the overpayment within fourteen (14) days
of said determination, or shall credit such overpayment to amounts currently owed to
Banner under this Agreement.
(e) Payment Final. Except for those payment disputes that have been submitted to a
court of law or in accordance with this Section 6 all payments shall be final.
(f) No Offsets or Deductions Without Permission. Take -backs, offsets, and
deductions, as commonly used in the health care industry, are expressly prohibited. In no
event shall WCDPHE offset overpayments against, or deduct overpayments from, any
other payments it owes to Banner unless Banner expressly permits WCDPHE to do so in
writing.
(g) Arms Length Negotiations. Banner and WCDPHE expressly acknowledge that
the compensation provided for in this Agreement has resulted from arm's length
negotiations between the Parties, has not been determined in a manner that takes into
account the volume or value of any referrals or business otherwise generated between the
Parties, and is, to the best knowledge of each Party, consistent with fair market value for
the Services to be rendered.
7. Records. The relevant records of Banner shall be complete and available for audit ninety
(90) days after final payment for any Services provided pursuant to this Agreement, and shall be
retained and available for audit purposes for at least five (5) years after such final payment. The
parties agree to the additional following provisions concerning records:
(a) Medical Records. Medical records for the Services provided pursuant to this
Agreement shall be maintained by Banner, but WCDPHE personnel shall have access to
such files at all reasonable times during regular business hours.
4
(b) Financial Records. WCDPHE shall have access to the financial records kept by
Banner with respect to the Services provided by Banner pursuant to this Agreement at all
reasonable times during regular business hours.
(c) Monitoring of Services. The Parties acknowledge that the patients receiving
Services have authorized WCDPHE to monitor or audit the Services being provided to
them by Banner.
(d) Confidentiality. Each Party agrees to keep any and all records and information
confidential, and to comply with the privacy obligations applicable to them under the
Health Insurance Portability and Accountability Act of 1996 and the regulations issued
pursuant thereto, as amended (42 USC 1320d and 45 CFR 160.01, et.seq.) ("HIPAA")
and to comply with all other laws and regulations concerning the confidentiality of such
records.
8. Errors, Acts and Omissions.
(a) WCDPHE. WCDPHE agrees that, to the extent permitted by law, it shall be
liable for any claims, costs and expenses, arising from or out of any alleged negligent act
or omission of WCDPHE or its agents or employees in the performance or lack of
performance of its obligations under this Agreement. This Section 8(a) shall survive
termination of this Agreement.
(b) Banner. Banner agrees it shall be liable for any claims, costs and expenses,
arising from or out of any negligent act or omission of Banner or its agents or employees
in the performance or lack of performance of its obligations under this Agreement. This
section shall survive termination of this Agreement.
(c) WCDPHE and Banner. Where both WCDPHE and Banner, including their
respective employees or agents, participated in the liability -causing event, to the extent
permitted by law, each Party shall contribute to the common liability on a pro rata share
based upon its relative degree of fault.
(d) Insurance. During the term of this Agreement, each Party agrees to secure and
maintain in force, liability insurance with coverages of reasonably appropriate types and
amounts. Each Party agrees to produce, upon request of the other Party, certificates of
insurance evidencing such coverage. A program of self insurance shall be acceptable to
satisfy the requirements of this Section 8(d).
9. No Federal Exclusion. WCDPHE hereby represents and warrants that it is not, and at no
time has been, excluded from participation in any federally funded health care program,
including Medicare and Medicaid, and that no such action is pending. WCDPHE hereby agrees
to immediately notify Banner of any threatened, proposed, or actual sanction or exclusion from
any federally funded health care program, including Medicare and Medicaid. Such notice shall
5
contain reasonably sufficient information to allow Banner to determine the nature of any
sanction. In the event that WCDPHE is excluded from participation in any federally funded
health care program during the term of this Agreement, or if, at any time after the effective date
of this Agreement, it is determined that WCDPHE is in breach of this section, Banner shall
terminate this Agreement, which termination shall be effective immediately upon notice to
WCDPHE of such termination.
Banner hereby represents and warrants that Banner is not, and at no time has been, excluded from
participation in any federally funded health care program, including Medicare and Medicaid. In
the event that Banner is excluded from participation in any federally funded health care program
during the term of this Agreement, or if, at any time after the effective date of this Agreement, it
is determined that Banner is in breach of this Section, WCDPHE may immediately terminate this
Agreement.
10. General Provisions.
(a) Section Headings. The headings of sections in this Agreement are for reference
only and shall not affect the meaning of this Agreement.
(b) Parties' Relationship.
(i)
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
or shall be deemed to be an employee, agent, or servant of another Party to
this Agreement.
(ii) In the event the IRS should question or challenge the independent
contractor status of Banner or WCDPHE, the Parties hereto mutually agree
that both Parties shall have the right to participate in any discussion or
negotiation occurring with the IRS, even if such Party did not initiate such
discussions or negotiations, and each Party shall notify the other Party, in
advance, of any planned meeting or discussion.
(c) No Waiver of Immunities. Notwithstanding any other provision contained
herein, WCDPHE specifically does not waive any immunities to which it may be entitled
by statute or otherwise, including, without limitation, the Colorado Governmental
Immunity Act.
(d) Non -Assignment. This Agreement shall not be assigned, delegated, or
transferred by either Party without the prior written consent of the other Party.
Notwithstanding any provision of this Agreement to the contrary, Banner shall have the
right to assign or otherwise transfer its interest under this Agreement to any "related
6
entity." For the purposes of this section, a related entity shall be deemed to include a
parent or subsidiary of Banner, any entity that acquires all or substantially all of Banner's
assets or operations relating to this Agreement, and the surviving entity of any merger or
consolidation involving Banner. Any assignment to a related entity shall not require the
consent or approval of WCDPHE to be effective.
(e) Notices. Any notice or other communication provided for in this Agreement shall
be in writing and shall be served by personal delivery, confirmed facsimile, or by certified
mail, return receipt requested, postage prepaid, at the addresses set forth in this
Agreement, until such time as written notice of a change is received from the Party
wishing to make a change of address. Any notice so mailed and any notice served by
personal delivery or confirmed facsimile shall be deemed delivered and effective on the
date of delivery if the notice is personally served or served by facsimile, or on the third
business day following the date of mailing if the notice is mailed by certified mail.
Banner: Banner Health
d/b/a North Colorado Medical Center
Attn: Chief Executive Officer
1801 16th Street
Greeley, Colorado 80631
with a copy to: Banner Health
Attn: Legal Department
1801 16th Street
Greeley, Colorado 80631
FAX: (970) 350-6314
WCDPHE: Weld County Department of Public Health
and Environment
do Judy Nero
1555 N. 17th Avenue
Greeley, Colorado 80631
FAX: (970) 304-6412
(f) No Waiver of Attorney -Client Privilege. Neither Party waives the attorney -
client, the accountant -client, or any other legal privilege by virtue of this Agreement.
(g) Change in Law. If any new federal or state law, regulation or rule is enacted or if
there is a change in any federal or state law, regulation or rule that affects this Agreement,
the activities of either Party under this Agreement, or either Party's performance or ability
to perform under this Agreement, or any change in the judicial or administrative
interpretation of any such law, regulation, or rule, and either Party reasonably believes in
good faith that such change shall have a substantial adverse affect on such Party's
business operations or its rights or obligations under this Agreement, then such party
7
may, upon written notice, require the other Party to enter into good faith negotiations to
renegotiate the terms of this Agreement. If (a) the Parties are unable to reach an
agreement concerning the modification of this Agreement within the earlier of (i) forty-
five (45) days after the date of the notice seeking renegotiation or (ii) the effective date of
the change, or (b) the change is effective immediately, then either Party may immediately
terminate this Agreement upon written notice of such termination to the other Party.
(h) Dispute Resolution.
(i) Mediation of Disputes. If any claim, controversy or dispute between the
Parties cannot be resolved through negotiation, then the Parties agree to first try, in
good faith, to settle the claim, controversy or dispute by non -binding mediation with
a neutral third -party mediator. If the Parties cannot agree within fourteen (14) days
after either Party requests mediation upon the identity of the mediator and the
structure thereof, then the mediation shall be in Greeley, Colorado, and shall be
administered by the American Arbitration Association (the "AAA") in accordance
with mediation rules established by the AAA, and the parties shall share equally the
cost thereof. Such mediation may be conducted by telephone conference call for the
convenience of the parties. A good faith attempt at mediation shall be a condition
precedent to the commencement of an arbitration or litigation, but is not a condition
precedent to any court action for injunction, provisional remedy or other relief
pending the outcome of mediation.
(ii) Arbitration of Disputes. My claim, controversy or dispute arising out of, or
relating to, this Agreement, or the breach thereof, shall be settled by binding
arbitration before a single arbitrator in Greeley, Colorado, or in such other location as
the Parties may agree, administered by the AAA or by such other organization upon
which the Parties may agree, in accordance with arbitration rules established by the
AAA or such other organization, and judgment on the award rendered by the
arbitrator may be entered in any court having jurisdiction thereof. If the Parties have
previously mediated the dispute, the same person may not serve both as the mediator
and the arbitrator.
(i) Binding Effect. This Agreement shall be binding upon, and shall inure to the
benefit of, the Parties hereto and their successors and permitted assignees.
0) Unforeseen Circumstances. In the event that Banner does not have proper
facilities to treat patients or in the event of circumstances beyond their reasonable control
such as a major disaster, epidemic, war, complete or partial destruction of NCMC or its
facilities, disability of a significant number of personnel or significant labor disputes,
Banner shall provide Services to patients to the extent possible according to its best
judgment or limitations of such facilities and personnel as are then available, but Banner
shall have no liability or obligation for delay or failure to provide or arrange for such
Services.
8
(k) Ethical Business Practices. WCDPHE and Banner understand and agree that all
obligations under this Agreement shall be conducted in accordance with all applicable
laws and regulations. In addition, WCDPHE and Banner understand and agree that all
business operations will be conducted in accordance with applicable business and ethical
standards.
(1)
Governing Law. This Agreement shall be governed under the laws of the State
of Colorado, without regard for conflicts of laws, and any relevant Federal law.
(m) Medical Practices. WCDPHE and Banner understand and agree that all
obligations concerning medical practices under this Agreement shall be conducted in
accordance with the applicable standards of care within the community.
(n) WCDPHE Contact. The contact person for any questions or inquiries for
WCDPHE shall be Judy Nero, (970) 304-6470, or such other person as designated by
WCDPHE.
(o) Banner Contact. The contact person for any questions or inquiries for Banner
shall be NCMC's Director of Medical Imaging, (970) 352-4121 or such other person as
designated by Banner.
(p) Confidential Information. During the term of this Agreement and at all times
thereafter, WCDPHE and Banner shall ensure that WCDPHE and Banner, and their
directors, officers, employees, contractors and agents hold the other Party's Confidential
Information in the strictest confidence and in accordance with state and federal law.
"Confidential Information" shall include without limitation all information and records
whether oral or written or disclosed prior to or subsequent to the execution of this
Agreement regarding the following: patients, utilization review, quality assessment,
finances, volume of business, methods of operation, trade secrets, contracts and prices
and price -related information. To the extent allowed by Law, each Party shall return or
destroy, as directed by the disclosing Party, all Confidential Information received from
the other Party following termination of this Agreement for any reason. The Parties agree
that disclosure of a party's Confidential Information other than in accordance with this
Section or applicable federal or state Law shall cause irreparable injury to such Party, and
that the injured Party shall be entitled to injunctive relief to prevent the other Party's
breach of this Section. Notwithstanding any provision contained herein to the contrary,
Banner acknowledges that WCDPHE is a department of Weld County Government, and
as such, is subject to the Colorado Open Records Act, which may recognize this
Agreement, among other things, as open records.
(q) Modification and Breach. This Agreement contains the entire Agreement and
understanding between the Parties to this Agreement and supersedes any other
agreements concerning the subject matter of this transaction, whether oral or written,
including, without limitation, that certain Agreement Concerning Radiology Services
9
dated effective as of June 19, 2006, as the same has been amended by that certain First
Amendment to Agreement Concerning Radiology Services dated effective as of
September 1, 2007, which agreement is hereby terminated as of the effective date of this
Agreement. No modification, amendment, novation, renewal, or other alteration of or to
this Agreement and the attached schedules shall be deemed valid or of any force or effect
whatsoever, unless mutually agreed upon in writing by the undersigned Parties. Any
consent by any Party hereto, or waiver of, a breach by any other Party, whether express or
implied, shall not constitute a consent to, waiver of, or excuse for any other different or
subsequent breach.
(r) 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 a provision, to the extent this Agreement is then capable of execution within the
original intent of the Parties.
(s) Funding. No portion of this Agreement shall be deemed to create an obligation
on the part of the County of Weld, State of Colorado, or WCDPHE to expend funds not
otherwise appropriated during the term of this Agreement.
(t) No Third Party Enforcement. 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
with respect to any person not a party to this Agreement.
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 entity other
than the undersigned Parties receiving Services or benefits under this Agreement shall be
deemed an incidental beneficiary only.
(u) Conflict of Interest. WCDPHE represents and warrants that none of WCDPHE,
any affiliate of WCDPHE, or any officers, directors, employees, partners, members,
owners or shareholders of WCDPHE or any affiliate of WCDPHE, is related to, affiliated
in any way with or employs (or otherwise has a compensation interest with) any officer,
director or employee of Banner.
(v) Non -Exclusive Agreement. This Agreement is not exclusive. Accordingly,
either Party shall have the right to enter into one or more agreements relating to the same
or similar matters as are covered by this Agreement, and execution by either Party of such
agreements shall not constitute a breach of this Agreement.
(w) Survival. Any covenant or provision herein that requires or might require
10
performance after the termination or expiration of this Agreement, including, but not
limited to, indemnities, confidentiality, settlement of accounts, and records retention and
access, shall survive any termination or expiration of this Agreement.
(x) Corporate Authority. The individual(s) executing this Agreement on behalf of,
or as representative for, a corporation or other person, firm, partnership or entity,
represents and warrants that he/she is duly authorized to execute and deliver this
Agreement on behalf of such corporation, person, firm, partnership or other entity and
that this Agreement is binding upon such entity in accordance with its terms.
(y) Counterparts. This Agreement may be executed in one or more copies or
counterparts, each of which when signed shall be an original, but all of which together
shall constitute one instrument.
(z) Compliance. WCDPHE and its employees and agents shall cooperate with any
compliance program now or hereafter instituted by Banner relating to the Services and/or
NCMC, provided, however, that if WCDPHE believes that such cooperation will
interfere with or conflict with WCDPHE's regular course of business, WCDPHE may
immediately terminate this Agreement upon written notice to Banner of such termination.
IN WITNESS WHEREOF, the Parties have hereunto set their hands and seals on the
dates stated below.
WELD COUNTY DEPARTMENT OF
PUBLIC HEALTH AND ENVIRONMENT COLORADO MEDICAL CENTER
BANNER HEALTH d/b/a NORTH
Mark E. Wallace, M.D., MPH
Date
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
OCT - 5 2069
Date
Uy: � ZZA iaS .rd,feat{
v� 4na n c e 4f/Cs-7-6-0411
Title
/ a a-0,
Date
ATTEST:
Deputy Clerk to the B
11
aoo?-02(as
SCHEDULE A
THE SERVICES
LiAK
Listed below are procedures that are included under this Agreement:
Procedure
Hospital
Technical
Fee
Radiologist Professional Fee
Two View Chest
X-ray
$33.00
One hundred percent (100%) of the allowable Medicare payment
a the time the service is performed
12
SCHEDULE B
SAMPLE VOUCHER
fit�r'w1
111k
COLORADO
DEPARTMENT OF PUBLIC HEALTH & ENVIRONMENT
1555 N. 17th Avenue
Greeley, CO 80631
WEBSITE: www.co.weld.co.us
ADMINISTRATION: (970) 304-6410
FAX: (970) 304-6412
PUBLIC HEALTH EDUCATION & NURSING: (970) 304-6420
FAX: (970) 304-6416
ENVIRONMENTAL HEALTH SERVICES: (970) 304-6415
FAX: (970) 304-6411
Radiology Service Voucher
This voucher is for those who are confirmed as eligible for:
Este cupon es para mujeres que son calificadas y matriculadas en el:
❑ Women's Wellness Connection Program
❑ Komen Pink Ribbon Project
❑ Essure HSG
❑ TB program
Please present this, as well as any other paperwork given to you, as you arrive for your radiology
appointment to ensure proper billing. Your appointment is scheduled at:
Al Ilegar a su cita par favor presente este cupon y otros documentos necesarios entregados a usted, para
asegurar la facturacidn apropiada. Su es programado en:
❑Summit View Medical Commons ❑ North Colorado Medical Center
2001 70th Ave, Greeley, CO 80634
(970) 350-6082
Appointment date/time
Fecha de la cita
Patient's name:
Fecha de nacimiento
1801 16th Ave
(970) 352-4121
Patient's date of birth:
Please present this voucher to ensure proper billing of services is sent to:
Por favor presente este cupon para asegurar que la facturacidn apropiada es enviada:
Please bill Weld County as an insurance:
Weld County Department of Public Health
1555 N. 17th Ave.
Greeley, CO 80631
If you have any questions or need to reschedule, please call (970) 304-6420.
Si usted tiene alguna pregunta o tiene que cancelar la cita, por favor !lame (970) 304-6420.
13
Memorandum
111k
COLORADO
TO: William F. Garcia, Chair
Board of County Commissioners
FROM: Mark E. Wallace, MD, MPH, Director
Department of Public Health and
Environment
DATE: October 2, 2009
SUBJECT: Agreement for Radiology Services for the
Women's Wellness Connection Program
Enclosed for Board review and approval is an agreement between Banner Health, doing business
as North Colorado Medical Center, and Weld County Board of Commissioners on behalf of
Weld County Department of Public Health and Environment (WCDPHE) for radiology services.
Through the terms and conditions of this agreement, Banner Health will provide both the
technical component and the professional component of the diagnostic imaging/radiology
services as set forth in Schedule A to women who have been determined eligible for the
Women's Wellness Connection program and referred by WCDPHE staff members. In exchange
for these services, WCDPHE agrees to pay Banner Health 100% of the allowable payment for
each type of service provided based upon the Women's Wellness Connection program rate sheet
in effect at the time the service is performed.
The term of this agreement is from June 30, 2008 through June 30, 2010 and shall be
automatically renewed for successive one year terms until it is terminated as provided within the
agreement. I recommend your approval of this agreement.
Enclosure
AGREEMENT FOR RADIOLOGY SERVICES
(Women's Wellness Connection)
THIS AGREEMENT FOR RADIOLOGY SERVICES (this "Agreement") is made and
entered into by and between Banner Health, an Arizona nonprofit corporation, d/b/a North
Colorado Medical Center ("Banner"), and the County of Weld, State of Colorado, by and through
the Board of County Commissioners of Weld County, on behalf of the Weld County Department
of Public Health and Environment ("WCDPHE") (each a "Party", and, collectively, the
"Parties").
BACKGROUND INFORMATION
WHEREAS, WCDPHE provides certain community health services and as part of such
services requires certain medical services, including radiology services to be provided to patients
who qualify for certain health services programs offered by WCDPHE; and
WHEREAS, the health services program that is the subject of this Agreement is
Women's Wellness Connection (the "Subject Program"); and
WHEREAS, Banner operates North Colorado Medical Center, an acute care hospital
located in Greeley, Colorado ("NCMC"); and
WHEREAS, Banner operates a radiology department at NCMC that provides the
technical component of diagnostic imaging/radiology services, and employs a number of
radiologists (each, a "Radiologist" and, collectively, the "Radiologists") who provide the
professional component of diagnostic imaging/radiology services, and therefore is able to provide
such services in the State of Colorado to patients who qualify for the Subject Program; and
WHEREAS, WCDPHE would like Banner to provide the technical component, as well as
the professional component of certain diagnostic imaging/radiology services, and Banner is
willing and able to provide such services to patients who qualify for the Subject Program,
consistent with the terms and conditions hereinafter set forth.
NOW THEREFORE, for and in consideration of the covenants, conditions, agreements,
and stipulations hereinafter expressed, the parties do hereby agree as follows:
I. Recitals. The above set forth recitals are hereby incorporated as though set forth herein
verbatim.
2. Term of Agreement. The Parties intend that the terms and conditions contained in this
Agreement shall be effective for the time period commencing June 30, 2008, and continuing
through June 30, 2010. Thereafter, this Agreement shall be automatically renewed for successive
one (1) year terms until it is terminated as provided herein.
3. Termination of Agreement.
(a) Termination Without Cause. Either party may terminate this Agreement with or
without cause upon thirty (30) days' prior written notice to the other Party, such notice to
be given pursuant to the provisions contained in this Agreement.
1
076a- a.(a2
(b) Termination Upon Material Breach. Either Party may terminate this
Agreement upon the material, uncured breach of the other Party. Upon a material breach
the terminating Party shall give the breaching Party written notice of the material breach,
and fifteen (15) calendar days (the "Cure Period") in which to cure the material breach.
The terminating Party may terminate this Agreement at the conclusion of the Cure Period
provided the breach remains uncured.
(c) 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, the Department of Health and Human
Services ("HHS") or the Internal Revenue Service (the "IRS") determines that this
Agreement is illegal or jeopardizes the tax exempt status of Banner or NCMC, then either
Party may give the other Party such notice as is reasonable in the circumstances and shall
make available a reasonable period within which to cure. During such period, the Parties
shall negotiate in good faith to agree upon an appropriate cure. If no cure is implemented
by the Parties, then either Party, in its discretion, may terminate this Agreement with such
notice to the other Party as is reasonable under the circumstances.
(d) Payment in the Event of Early Termination. In the event that this Agreement
is terminated prior to the expiration date set out above, WCDPHE shall pay that
compensation to Banner which duly reflects the amount not previously reimbursed for
actual Services (as hereinafter defined) rendered to patients of the Subject Program under
the terms and provisions of this Agreement by Banner during the term of this Agreement,
and pursuant to the terms and provisions of this Agreement.
4. Services to be Provided by WCDPHE. WCDPHE agrees to provide the following
services pursuant to this Agreement, concerning WCDPHE clients who are referred or authorized
to receive Services from Banner:
(a) Referrals. WCDPHE and the WCDPHE-designated coordinator shall coordinate
all referrals and authorizations for Services to patients of the Subject Program.
WCDPHE shall provide all information necessary to ensure patients are identified
correctly as being participants in the Subject Program when presenting for Services at
NCMC and to provide appropriate information to Banner in order for Banner to provide
the Services to the patients of the Subject Program, including, without limitation, an order
for the Services from a licensed physician, when appropriate.
(b) Eligibility for Services. WCDPHE shall determine a patient's eligibility for
Services prior to referral of such patient to Banner and will confirm to Banner the
eligibility status of a patient in the event of any question concerning the status of such
patient.
5. Banner Responsibilities. Banner agrees to provide the following services and be
responsible for the following:
(a) Services. Banner agrees to provide diagnostic imaging/radiology services as set
forth on Schedule A, attached hereto and incorporated herein (the "Services"), to patients
of the Subject Program (I) who are properly referred, (ii) who have an order of an
2
appropriately licensed physician when required, and (iii) who have a referral that requires
specific services that are included on Schedule A. The Services shall include the technical
component of such diagnostic imaging/radiology services, (the "Technical Services") and
the professional component of such diagnostic imaging/radiology services (the
"Professional Services"). Banner shall supply all qualified personnel, materials and
equipment necessary to provide the Technical Services. Banner also shall provide,
through the Radiologists, the Professional Services.
(b) Timely Clinical Services Report. Banner shall use its best efforts to return test
results and formal interpretations within three (3) weeks of the date of Services to allow
WCDPHE to report required information to the State of Colorado. Any disclosure of
information by the Parties to any third party will be in compliance with applicable federal
and state law. In the event of a contradiction between this Agreement and federal and
state law, federal and state law shall govern the release by the Parties of any confidential
information.
(c) No Additional Fees Shall be Paid. Banner shall not bill additional fees to any
patients of the Subject Program for those Services provided pursuant to this Agreement.
(d) Vouchers. At the time of registration at NCMC and prior to performing Services
pursuant to this Agreement, Banner shall require patients to present a WCDPHE voucher
for participation in the Subject Program, in substantially the form of Schedule B, attached
hereto and incorporated herein by reference.
6. Compensation. In consideration for the Services to be provided by Banner as set forth
in this Agreement, WCDPHE agrees to pay Banner the following:
(a) Funding and Rates for Services. For the Technical Services and the
Professional Services provided by Banner pursuant to this Agreement, WCDPHE shall
pay Banner one hundred percent (100%) of the allowable payment for each type of
diagnostic imaging/radiology service provided to a patient in the Subject Program, based
upon the Subject Program Rate Sheet in effect at the time the diagnostic
imaging/radiology service is performed. WCDPHE shall pay Banner for the services
within thirty (30) days of receipt of Banner's invoice.
(b) Billing. Banner will provide to WCDPHE on a monthly basis, a summary of
Services rendered to patients of the Subject Program referred or authorized by WCDPHE
to receive such Services. The summary will include the following information: patient
name, date of birth, and date of service. Banner will provide in a timely manner any
additional information which may be required by WCDPHE in processing the billing
information. Banner shall submit invoices on a monthly basis to WCDPHE, 1555 North
17th Avenue, Greeley, Colorado 80631, for Services provided under this Agreement.
(c) Request for Additional Adjustment. Either Party shall be entitled to request an
adjustment of payment if it notifies the other Party in writing of the overpayment or
underpayment within ninety (90) days of such payment and provides documentation
substantiating such claim. Such requests for payment adjustment must be answered
within thirty (30) calendar days of receipt.
3
(d) Paving Adiustments. If the parties determine that WCDPHE has underpaid
Banner, WCDPHE shall pay the underpaid amount to Banner within fourteen (14)
calendar days of such determination. If the Parties determine that WCDPHE has overpaid
Banner, Banner shall reimburse WCDPHE for the overpayment within fourteen (14) days
of said determination, or shall credit such overpayment to amounts currently owed to
Banner under this Agreement.
(e) Payment Final. Except for those payment disputes that have been submitted to a
court of law or in accordance with this Section 6 all payments shall be final.
(f) No Offsets or Deductions Without Permission. Take -backs, offsets, and
deductions, as commonly used in the health care industry, are expressly prohibited. In no
event shall WCDPHE offset overpayments against, or deduct overpayments from, any
other payments it owes to Banner unless Banner expressly permits WCDPHE to do so in
writing.
(g) Arms Length Negotiations. Banner and WCDPHE expressly acknowledge that
the compensation provided for in this Agreement has resulted from arm's length
negotiations between the Parties, has not been determined in a manner that takes into
account the volume or value of any referrals or business otherwise generated between the
Parties, and is, to the best knowledge of each Party, consistent with fair market value for
the Services to be rendered.
7. Records. The relevant records of Banner shall be complete and available for audit ninety
(90) days after final payment for any Services provided pursuant to this Agreement, and shall be
retained and available for audit purposes for at least five (5) years after such final payment. The
parties agree to the additional following provisions concerning records:
(a) Medical Records. Medical records for the Services provided pursuant to this
Agreement shall be maintained by Banner, but WCDPHE personnel shall have access to
such files at all reasonable times during regular business hours.
(b) Financial Records. WCDPHE shall have access to the financial records kept by
Banner with respect to the Services provided by Banner pursuant to this Agreement at all
reasonable times during regular business hours.
(c) Monitoring of Services. The Parties acknowledge that the patients receiving
Services have authorized WCDPHE to monitor or audit the Services being provided to
them by Banner.
(d) Confidentiality. Each Party agrees to keep any and all records and information
confidential, and to comply with the privacy obligations applicable to them under the
Health Insurance Portability and Accountability Act of 1996 and the regulations issued
pursuant thereto, as amended (42 USC 1320d and 45 CFR 160.01, et.seq.) ("HIPAA")
and to comply with all other laws and regulations concerning the confidentiality of such
records.
4
8. Errors. Acts and Omissions.
(a) WCDPHE. WCDPHE agrees that, to the extent permitted by law, it shall be
liable for any claims, costs and expenses, arising from or out of any alleged negligent act
or omission of WCDPHE or its agents or employees in the performance or lack of
performance of its obligations under this Agreement. This Section 8(a) shall survive
termination of this Agreement.
(b) Banner. Banner agrees it shall be liable for any claims, costs and expenses,
arising from or out of any negligent act or omission of Banner or its agents or employees
in the performance or lack of performance of its obligations under this Agreement. This
section shall survive termination of this Agreement.
(c) WCDPHE and Banner. Where both WCDPHE and Banner, including their
respective employees or agents, participated in the liability -causing event, to the extent
permitted by law, each Party shall contribute to the common liability on a pro rata share
based upon its relative degree of fault.
(d) Insurance. During the term of this Agreement, each Party agrees to secure and
maintain in force, liability insurance with coverages of reasonably appropriate types and
amounts. Each Party agrees to produce, upon request of the other Party, certificates of
insurance evidencing such coverage. A program of self insurance shall be acceptable to
satisfy the requirements of this Section 8(d).
9. No Federal Exclusion. WCDPHE hereby represents and warrants that it is not, and at no
time has been, excluded from participation in any federally funded health care program,
including Medicare and Medicaid, and that no such action is pending. WCDPHE hereby agrees
to immediately notify Banner of any threatened, proposed, or actual sanction or exclusion from
any federally funded health care program, including Medicare and Medicaid. Such notice shall
contain reasonably sufficient information to allow Banner to determine the nature of any
sanction. In the event that WCDPHE is excluded from participation in any federally funded
health care program during the term of this Agreement, or if, at any time after the effective date
of this Agreement, it is determined that WCDPHE is in breach of this section. Banner shall
terminate this Agreement, which termination shall be effective immediately upon notice to
WCDPHE of such termination.
Banner hereby represents and warrants that Banner is not, and at no time has been, excluded from
participation in any federally funded health care program, including Medicare and Medicaid. In
the event that Banner is excluded from participation in any federally funded health care program
during the term of this Agreement, or if, at any time after the effective date of this Agreement, it
is determined that Banner is in breach of this Section, WCDPHE may immediately terminate this
Agreement.
10. General Provisions.
(a) Section Headings. The headings of sections in this Agreement are for reference
only and shall not affect the meaning of this Agreement.
(b) Parties' Relationship.
5
(i)
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
or shall be deemed to be an employee, agent, or servant of another Party to
this Agreement.
(ii) In the event the IRS should question or challenge the independent
contractor status of Banner or WCDPHE, the Parties hereto mutually agree
that both Parties shall have the right to participate in any discussion or
negotiation occurring with the IRS, even if such Party did not initiate such
discussions or negotiations, and each Party shall notify the other Party, in
advance, of any planned meeting or discussion.
(c) No Waiver of Immunities. Notwithstanding any other provision contained
herein, WCDPHE specifically does not waive any immunities to which it may be entitled
by statute or otherwise, including, without limitation, the Colorado Governmental
Immunity Act.
(d) Non -Assignment. This Agreement shall not be assigned, delegated, or
transferred by either Party without the prior written consent of the other Party.
Notwithstanding any provision of this Agreement to the contrary, Banner 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 or subsidiary of Banner, any entity that acquires all or substantially all of Banner's
assets or operations relating to this Agreement, and the surviving entity of any merger or
consolidation involving Banner. Any assignment to a related entity shall not require the
consent or approval of WCDPHE to be effective.
(e) Notices. Any notice or other communication provided for in this Agreement shall
be in writing and shall be served by personal delivery, confirmed facsimile, or by certified
mail, return receipt requested, postage prepaid, at the addresses set forth in this
Agreement, until such time as written notice of a change is received from the Party
wishing to make a change of address. Any notice so mailed and any notice served by
personal delivery or confirmed facsimile shall be deemed delivered and effective on the
date of delivery if the notice is personally served or served by facsimile, or on the third
business day following the date of mailing if the notice is mailed by certified mail.
Banner: Banner Health
d/b/a North Colorado Medical Center
Attn: Chief Executive Officer
1801 16`h Street
Greeley, Colorado 80631
with a copy to: Banner Health
Attn: Legal Department
1801 16th Street
Greeley, Colorado 80631
FAX: (970) 350-6314
6
WCDPHE: Weld County Department of Public Health
and Environment
c/o Judy Nero
1555 N. 17th Avenue
Greeley, Colorado 80631
FAX: (970) 304-6412
(f) No Waiver of Attorney -Client Privilege. Neither Party waives the attorney -
client, the accountant -client, or any other legal privilege by virtue of this Agreement.
(g) Change in Law. If any new federal or state law, regulation or rule is enacted or if
there is a change in any federal or state law, regulation or rule that affects this Agreement,
the activities of either Party under this Agreement, or either Party's performance or ability
to perform under this Agreement, or any change in the judicial or administrative
interpretation of any such law, regulation, or rule, and either Party reasonably believes in
good faith that such change shall have a substantial adverse affect on such Party's
business operations or its rights or obligations under this Agreement, then such party
may, upon written notice, require the other Party to enter into good faith negotiations to
renegotiate the terms of this Agreement. If (a) the Parties are unable to reach an
agreement concerning the modification of this Agreement within the earlier of (i) forty-
five (45) days after the date of the notice seeking renegotiation or (ii) the effective date of
the change, or (b) the change is effective immediately, then either Party may immediately
terminate this Agreement upon written notice of such termination to the other Party.
(h) Dispute Resolution.
(i) Mediation of Disputes. If any claim, controversy or dispute between the
Parties cannot be resolved through negotiation, then the Parties agree to first try, in
good faith, to settle the claim, controversy or dispute by non -binding mediation with
a neutral third -party mediator. If the Parties cannot agree within fourteen (14) days
after either Party requests mediation upon the identity of the mediator and the
structure thereof, then the mediation shall be in Greeley, Colorado, and shall be
administered by the American Arbitration Association (the "AAA") in accordance
with mediation rules established by the AAA, and the parties shall share equally the
cost thereof. Such mediation may be conducted by telephone conference call for the
convenience of the parties. A good faith attempt at mediation shall be a condition
precedent to the commencement of an arbitration or litigation, but is not a condition
precedent to any court action for injunction, provisional remedy or other relief
pending the outcome of mediation.
(ii) Arbitration of Disputes. Any claim, controversy or dispute arising out of, or
relating to, this Agreement, or the breach thereof, shall be settled by binding
arbitration before a single arbitrator in Greeley, Colorado, or in such other location as
the Parties may agree, administered by the AAA or by such other organization upon
which the Parties may agree, in accordance with arbitration rules established by the
AAA or such other organization, and judgment on the award rendered by the
arbitrator may be entered in any court having jurisdiction thereof. If the Parties have
previously mediated the dispute, the same person may not serve both as the mediator
and the arbitrator.
7
(i) Binding Effect. This Agreement shall be binding upon, and shall inure to the
benefit of, the Parties hereto and their successors and permitted assignees.
(j) Unforeseen Circumstances. In the event that Banner does not have proper
facilities to treat patients or in the event of circumstances beyond their reasonable control
such as a major disaster, epidemic, war, complete or partial destruction of NCMC or its
facilities, disability of a significant number of personnel or significant labor disputes,
Banner shall provide Services to patients to the extent possible according to its best
judgment or limitations of such facilities and personnel as are then available, but Banner
shall have no liability or obligation for delay or failure to provide or arrange for such
Services.
(k) Ethical Business Practices. WCDPHE and Banner understand and agree that all
obligations under this Agreement shall be conducted in accordance with all applicable
laws and regulations. In addition, WCDPHE and Banner understand and agree that all
business operations will be conducted in accordance with applicable business and ethical
standards.
(1) Governing Law. This Agreement shall be governed under the laws of the State
of Colorado, without regard for conflicts of laws, and any relevant Federal law.
(m) Medical Practices. WCDPHE and Banner understand and agree that all
obligations concerning medical practices under this Agreement shall be conducted in
accordance with the applicable standards of care within the community.
(n) WCDPHE Contact. The contact person for any questions or inquiries for
WCDPHE shall be Judy Nero, (970) 304-6470, or such other person as designated by
WCDPHE.
(o) Banner Contact. The contact person for any questions or inquiries for Banner
shall be NCMC's Director of Medical Imaging, (970) 352-4121 or such other person as
designated by Banner.
(p) Confidential Information. During the term of this Agreement and at all times
thereafter, WCDPHE and Banner shall ensure that WCDPHE and Banner, and their
directors, officers, employees, contractors and agents hold the other Party's Confidential
Information in the strictest confidence and in accordance with state and federal law.
"Confidential Information" shall include without limitation all information and records
whether oral or written or disclosed prior to or subsequent to the execution of this
Agreement regarding the following: patients, utilization review, quality assessment,
finances, volume of business, methods of operation, trade secrets, contracts and prices
and price -related information. To the extent allowed by Law, each Party shall return or
destroy, as directed by the disclosing Party, all Confidential Information received from
the other Party following termination of this Agreement for any reason. The Parties agree
that disclosure of a party's Confidential Information other than in accordance with this
Section or applicable federal or state Law shall cause irreparable injury to such Party, and
that the injured Party shall be entitled to injunctive relief to prevent the other Party's
breach of this Section. Notwithstanding any provision contained herein to the contrary,
8
Banner acknowledges that WCDPHE is a department of Weld County Government, and
as such, is subject to the Colorado Open Records Act, which may recognize this
Agreement, among other things, as open records.
(q) Modification and Breach. This Agreement contains the entire Agreement and
understanding between the Parties to this Agreement and supersedes any other
agreements concerning the subject matter of this transaction, whether oral or written. No
modification, amendment, novation, renewal, or other alteration of or to this Agreement
and the attached schedules shall be deemed valid or of any force or effect whatsoever,
unless mutually agreed upon in writing by the undersigned Parties. Any consent by any
Party hereto, or waiver of, a breach by any other Party, whether express or implied, shall
not constitute a consent to, waiver of, or excuse for any other different or subsequent
breach.
(r) 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 a provision, to the extent this Agreement is then capable of execution within the
original intent of the Parties.
(s) Funding. No portion of this Agreement shall be deemed to create an obligation
on the part of the County of Weld, State of Colorado, or WCDPHE to expend funds not
otherwise appropriated during the term of this Agreement.
(t) No Third Party Enforcement. 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
with respect to any person not a party to this Agreement.
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 entity other
than the undersigned Parties receiving Services or benefits under this Agreement shall be
deemed an incidental beneficiary only.
(u) Conflict of Interest. WCDPHE represents and warrants that none of WCDPHE,
any affiliate of WCDPHE, or any officers, directors, employees, partners, members,
owners or shareholders of WCDPHE or any affiliate of WCDPHE, is related to, affiliated
in any way with or employs (or otherwise has a compensation interest with) any officer,
director or employee of Banner.
(v) Non -Exclusive Agreement. This Agreement is not exclusive. Accordingly,
either Party shall have the right to enter into one or more agreements relating to the same
or similar matters as are covered by this Agreement, and execution by either Party of such
agreements shall not constitute a breach of this Agreement.
(w) Survival. Any covenant or provision herein that requires or might require
9
performance after the termination or expiration of this Agreement, including, but not
limited to, indemnities, confidentiality, settlement of accounts, and records retention and
access, shall survive any termination or expiration of this Agreement.
(x) Corporate Authority. The individual(s) executing this Agreement on behalf of,
or as representative for, a corporation or other person, firm, partnership or entity,
represents and warrants that he/she is duly authorized to execute and deliver this
Agreement on behalf of such corporation, person, firm, partnership or other entity and
that this Agreement is binding upon such entity in accordance with its terms.
(y) Counterparts. This Agreement may be executed in one or more copies or
counterparts, each of which when signed shall be an original, but all of which together
shall constitute one instrument.
(z) Compliance. WCDPHE and its employees and agents shall cooperate with any
compliance program now or hereafter instituted by Banner relating to the Services and/or
NCMC, provided, however that if WCDPHE believes that such cooperation will
interfere with or conflict with WCDPHE's regular course of business, WCDPHE may
immediately terminate this Agreement upon written notice to Banner of such termination.
IN WITNESS WHEREOF, the Parties have hereunto set their hands and seals on the
dates stated below.
WELD COUNTY DEPARTMENT OF BANNER HEALTH d/b/a NORTH
PUBLIC HEALTH AND ENVIRONMENT COLORADO MEDICAL CENTER
Mark E. Wallace, M.D., MOH
l b O`\
Date
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
C
By: 'HvomAS goo -elk eat&
p Finance — .6-rtRnlcR2gf0�
Title
Date
William F. Garcia, Chair ATTEST:
OCT - 5 2009
Date
16
Deputy Clerk to the Board
10
ate -.2112
SCHEDULE A
THE SERVICES
Screening mammogram Digital
Diagnostic/Follow-up — Unilateral mammogram digital
G0202
G0204
Diagnostic/Follow-up — Bilateral mammogram digital
G0206
Stereotactic localization for breast biopsy, each lesion, radiological supervision and
interpretation
77031
Preoperative placement of needle localization wire, breast, radiological supervision, and
interpretation
77032
Radiological examination, surgical specimen
76098
Ultrasound -Echography, Breasts (unilateral or bilateral) B -scan and/or real time with
image documentation
76645
Ultrasound guidance for needle biopsy, radiological supervision and interpretation
76942
Aspiration of Cyst of Breast
19000
Aspiration of Cyst of Breast, Additional
19001
Biopsy of breast; needle core (surgical procedure only)
19100
Incisional biopsy of breast
19101
Percutaneous, needle core, using imaging guidance
19102
Percutaneous, automated vacuum assisted or rotating biopsy device, using imaging
guidance
19103
Excision of cyst, fibroadenoma, or other benign or malignant tumor, aberrant breast
tissue, duct lesion or nipple lesion
19120
Excision of breast lesion identified by pre -operative placement of radiological marker —
single lesion
19125
Excision of breast lesion identified by pre -operative placement of radiological marker —
each additional lesion
19126
Preoperative placement of needle localization wire, breast
19290
Image guided placement metallic localization clip, percutaneous, during breast biopsy
19295
Fine Needle Aspiration without imaging guidance
10021
Fine Needle Aspiration with imaging guidance
10022
Evaluation of Fine Needle Aspiration
88172
Interpretation and Report of Fine Needle Aspiration
88173
Breast Bio.s Inte .retation
Pap Smear, reported in Bethesda System
88305
88164
Pap Smear, reported in Bethesda System requiring interpretation by physician
88141
Thin Pre. Pa. reimbursed at the conventional smear rate)
Colposcopy Biopsy Interpretation
88142
88305
Colposcopy Without Biopsy (surgical procedure only)
57452
11
Col•osco. withBio.s and/or endocervicalcuretta•e sur•ical •rocedureonl )
New Patient — Office Visit (10 minutes face to face)
57454
99201
New Patient — Office Visit (20 minutes face to face)
99202
New Patient — Office Visit (30 minutes face to face)
99203
Established Patient — Office Visit (5 minutes face to face)
99211
Established Patient — Office Visit (10 minutes face to face)
99212
Established Patient — Office Visit (15 minutes face to face)
99213
Consultation Visit — 15 minutes face to face with patient
99241
Consultation Visit — 30 minutes face to face with patient
99242
Consultation Visit — 40 minutes face to face with patient
99243
Listed below are procedures that are not included under this Agreement:
LEEP (Loop Electrode Excision Procedure)
Cone Biopsy
Endometrial Biopsy
Any Treatment of breast cancer, cervical
intraepithelial neoplasia and cervical cancer
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SCHEDULE B
SAMPLE VOUCHER
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Wi�Yc
COLORADO
DEPARTMENT OF PUBLIC HEALTH & ENVIRONMENT
1555 N. 17th Avenue
Greeley, CO 80631
WEBSITE: www.co.weld.co.us
ADMINISTRATION: (970) 304-6410
FAX: (970) 304-6412
PUBLIC HEALTH EDUCATION & NURSING: (970) 304-6420
FAX: (970) 304-6416
ENVIRONMENTAL HEALTH SERVICES: (970) 304-6415
FAX: (970) 304-6411
Radiology Service Voucher
This voucher is for those who are confirmed as eligible for:
Este cupon es para mujeres que son calificadas y matriculadas en el:
❑ Women's Wellness Connection Program
❑ Komen Pink Ribbon Project
❑ Essure HSG
O TB program
Please present this, as well as any other paperwork given to you, as you arrive for your radiology
appointment to ensure proper billing. Your appointment is scheduled at:
Al llegar a su cita por favor presente este cupon y otros documentos necesarios entregados a usted. para
asegurar la facturacion apropiada. Su es programado en:
❑Summit View Medical Commons O North Colorado Medical Center
2001 70th Ave, Greeley, CO 80634
(970) 350-6082
1801 16th Ave
(970) 352-4121
Appointment date/time
Fecha de la cita
Patient's name: Patient's date of birth:
Fecha de nacimiento
Please present this voucher to ensure proper billing of services is sent to:
Por favor presente este cupon para asegurar que lalacturacion apropiada es enviada:
Please bill Weld County as an insurance:
Weld County Department of Public Health
1555 N. 17th Ave.
Greeley, CO 80631
If you have any questions or need to reschedule, please call (970) 304-6420.
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Si usted tiene alguna pregunta o tiene que canceiar la cita, por favor name (970) 304-6420.
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