HomeMy WebLinkAbout20093112.tiffRESOLUTION
RE: APPROVE AGREEMENT FOR AMBULANCE AND EMERGENCY MEDICAL SERVICES
AND AUTHORIZE CHAIR TO SIGN - CORNELL CORRECTIONS MANAGEMENT, INC.
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with an Agreement for Ambulance and
Emergency Medical Services 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 Paramedic Service,
and Cornell Corrections Management, Inc., commencing upon full execution, with further terms and
conditions being as stated in said agreement, and
WHEREAS, after review, the Board deems it advisable to approve said agreement, a copy
of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that the Agreement for Ambulance and Emergency Medical Services 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 Paramedic Service, and Cornell Corrections
Management, Inc., be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to
sign said agreement.
The above and foregoing Resolution was, on motion duly made and seconded, adopted by
the following vote on the 25th day of November, A.D., 2009.
ATTEST
Weld County Clerk to the
BY\
Depot
Sea P. Conway
o the Board
APP/ROV�lYAS T,o F�M:
unty A torney ate of signature ! (3�iN109
BOARD OF COUNTY COMMISSIONERS
WELD OUNT7OLORADO
ougl:s Rademache , Pro-Tem
EXCUSED
Kirkmeyer / /
David E. Long
Cie kne we_ 1G)
2009-3112
AM0020
AGREEMENT FOR AMBULANCE AND
EMERGENCY MEDICAL SERVICES
BETWEEN
CORNELL CORRECTIONS MANAGEMENT, INC.
AND THE
WELD COUNTY PARAMEDIC SERVICES
THIS AGREEMENT is made this i 3 day of Cu)tynh y<z , 2009, by and between
Cornell Corrections Management, Inc, a Delaware corporation, whose address is 1700 West
Loop South, Suite 1500, Houston, Texas 77027 ("Cornell") and the Board of County
Commissioners for Weld County, Colorado, on behalf of the Weld County Paramedic Services
("WCPS"), whose address is 1121 M Street, Greeley, Colorado 80631.
RECITALS:
1. Cornell is a Delaware corporation authorized to conduct business in the state of Colorado,
and Cornell specializes in providing private corrections facilities to governmental entities
that wish to utilize Cornell's services.
2. Cornell is currently building and intends to open a private corrections facility in or near
Hudson, Colorado.
3. Cornell wishes to engage the services of WCPS to provide ambulance and emergency
medical services for the Hudson Corrections Facility located at 3001 North Juniper Street
(County Road 45), Hudson, Colorado ("HCF").
4. WCPS has the necessary credentials, personnel and equipment, and is willing to provide
ambulance and emergency medical services to the HCF.
NOW THEREFORE, in consideration of the above premises and the mutual covenants of the
parties, it is agreed as follows:
1. Recitals. The above set forth recitals are incorporated herein as though fully set forth.
2. Term and Renewal. This Agreement shall be effective for one year from the date first
above written and thereafter shall automatically renew from year to year unless sooner
terminated by either party pursuant to the terms of this Agreement.
3. Services to be Provided by WCPS. WCPS agrees to provide the following services:
(A) Provider Credentials. All health care professionals employed, retained or used
by WCPS must be licensed or otherwise authorized by law to provide health care
related services in the State of Colorado. WCPS shall at all times comply with the
requirements of Chapter 7 of the Weld County Code, or its successor. The parties
agree that a current permit to operate an ambulance service in Weld County is
reliable evidence that WCPS has complied with the requirements of Chapter 7 of
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2009-3112
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the Weld County Code, or its successor.
(B)
Services. The services to be provided by WCPS under the terms of this
Agreement include emergency response to any and all emergency medical
incidents that may occur at the HCF for which WCPS receives an emergency call
through the Weld County Regional Communications Center as a result of a 911
call.
4. HCF Request for Assistance. Requests for assistance will be made by the HCF Warden
or his designee. Requests for assistance will identify the specific type of assistance
requested from WCPS and all details to assist the WCPS in identifying the magnitude of
the situation and resources that will be required.
5. Compensation. Cornell shall compensate WCPS for services provided, according to the
applicable WCPS fee schedule. A copy of the current fee schedule is attached hereto and
incorporated herein as Exhibit A. WCPS will provide Cornell with a new WCPS fee
schedule as updates occur, usually annually.
(A) Billing for Services. WCPS will bill Cornell for services rendered to HCF
inmates or staff. Cornell agrees to be solely responsible to WCPS for payment of
the costs for the services provided by WCPS to HCF. Cornell represents that
Cornell will be responsible for collecting payment for said services from the HCF
funded patient, or the payer source for the HCF funded patient to whom services
were provided by WCPS.
(B) Payment for Services. Cornell agrees to make payment in full to WCPS within
30 days from the billing date. If payment is not received by WCPS within 30
days from the billing date, HCF will be charged, and agrees to pay, the current
published fee for the relevant services provided, together with interest at the rate
of 1% per month on the unpaid balance due.
(C) Audit Costs and Overpayments. Costs incurred for any fiscal, medical, or any
other audit required by federal or state regulating agency relevant to the subject of
this Agreement, or penalties or other costs for overpayments as the result of the
administration of the program contemplated by this Agreement shall be the sole
responsibility of Cornell.
6. Confidentiality of Records. Cornell and WCPS agree that medical records of HCF and
HCF clientele who receive services from WCPS pursuant to this Agreement shall be
treated as confidential so as to comply with all federal and state laws and regulations,
including, but not limited to, the Health Insurance Portability and Accountability Act
("HIPAA") regarding the confidentiality of medical records, as well as Red Flag Rules,
as applicable.
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WCPS agrees to make available to Cornell such records as are necessary to perform any audits
which are required by federal or state regulating agencies.
7. Non-discrimination. The parties agree that no person shall, on the grounds of race,
color, sex, religion, age, national origin, or individual handicap, be excluded from
participation in, be denied the benefits of, or be subject to discrimination under any
provision of this Agreement.
8. Default. Upon the default or breach of any term or provision of this Agreement by either
party, the non -defaulting party shall notify the party in default of the actions which have
caused such default or breach. If such default or breach is not cured within thirty (30)
days after the delivery of such notice, the non -defaulting party may, at its election,
declare this Agreement to be null and void and proceed to seek any remedies to which it
may be entitled under the law.
9. Termination. This Agreement may be terminated for cause, upon ten (10) days written
notice, and for any reason, so long as sixty (60) days written notice of intent to so
terminate is given by the party wishing to terminate to the other party.
10. Notices. Any notice provided for in this Agreement shall be in writing and shall be
served by personal delivery, 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 by facsimile shall be
deemed delivered and effective upon receipt or upon attempted delivery. This method of
notification will be used in all instances, except for emergency situations when
immediate notification to the parties is required.
Cornell: Cornell Corrections Management, Inc.
1700 West Loop South, Suite 1500
Houston, TX 77027
(FAX):
WCPS: Weld County Paramedic Services
Attn: Dave Bressler
1121 M Street
Greeley, CO 80631
(FAX) 970-304-6408
11. Relationship of the Parties. 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.
12. Limitations - Liabilities - Indemnification. Each party shall not be responsible or liable
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for acts or omissions or failure to act by the other party. Accordingly, Cornell agrees to
indemnify and hold WCPS harmless from any and all liability incurred by acts or
omissions or failures to act by Cornell, and, to the extent permitted by law, WCPS agrees
to indemnify and hold Cornell harmless from any and all liability incurred by acts or
omissions or failures to act by WCPS. Because WCPS is a department of Weld County
government, Cornell acknowledges that this agreement to indemnify and hold harmless
WCPS extends to Weld County, its employees, agents, subcontractors, and assignees.
The term "liability" includes, but is not limited to, any and all claims, damages, and court
awards including costs, expenses, and attorney fees incurred as a result of any act or
omission by the applicable party who acted or failed to act.
13. Non -Assignment. This Agreement shall not be assigned without prior written consent of
the non -assigning party, which consent shall not be unreasonably withheld.
14. 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 exhibit shall be deemed valid or of any force or effect whatsoever,
unless mutually agreed upon in writing by the undersigned parties. No breach of any
term, provision, or clause of this Agreement shall be deemed waived or excused, unless
such waiver or consent shall be in writing and signed by the party claimed to have waived
or consented. 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.
15. 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.
16. 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 WCPS to expend funds not otherwise
appropriated during the term of this Agreement.
17. No Waiver of Immunity. Notwithstanding any other provision contained in this
Agreement, 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 persons
not a party to this Agreement.
18. No Third Party Enforcement. It is expressly understood and agreed that enforcement
of the terms and conditions of this Agreement and all rights of action relating to such
enforcement shall be strictly reserved to the undersigned parties, and nothing contained in
this Agreement shall give or allow any claim or right of action whatsoever by any other
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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.
19. Authority to Sign. The persons signing this Agreement represent that they have the
authority to sign on behalf of the entity they represent and that all necessary actions have
occurred and funding has been authorized to permit the entity to enter into and bind itself
to this Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the day and year
first written above.
CORNELL CORRECTIONS
MANAGEMENT, INC.
By: Icivl
Print Name &,42-c)
Title: i(T.. Arian llRAH-Cc
ATTEST:
Dave Bressler, Director
Depu er to the
5
WELD COUNTY PARAMEDIC
SERVICES
WELD COUNTY BOARD OF COUNTY
COMMISSIONERS
William F. Garcia, Chair
NOV 2 ~ 2009
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