HomeMy WebLinkAbout20082684.tiff RESOLUTION
RE: APPROVE LABORATORY SERVICES AGREEMENT AND AUTHORIZE CHAIR TO
SIGN - THE CAMPUS CLINIC, LLC
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS,the Board has been presented with a Laboratory Services Agreement between
the County of Weld, State of Colorado, by and through the Board of County Commissioners of
Weld County, on behalf of the Department of Public Health and Environment, and The Campus
Clinic, LLC, commencing August 5, 2008, and ending December 31, 2008, 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 Laboratory Services Agreement between the County of Weld, State of
Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the
Department of Public Health and Environment, and The Campus Clinic, LLC, be, and hereby is,
approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to
sign said agreement.
The above and foregoing Resolution was, on motion duly made and seconded, adopted by
the following vote on the 8th day of October, A.D., 2008, nunc pro tunc August 5, 2008.
BOARD OF COUNTY COMMISSIONERS
/_ WELD COUNTY, COLORADO
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ATTEST: si Mq�
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C C�_ � . iliarn H. Jerke, Chair
Weld County Clerk to the
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Willis F. Garcia
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David E. Long
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Date of signature: f
2008-2684
H L0035
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t4% Memorandum
CTO: William H. Jerke, Chair
OBoard of County Commissioners
• From: Mark E. Wallace, MD,MPH, Director
COLORADO Department of Public Health and
Environment
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DATE: September 30,2008
SUBJECT: Laboratory Services Agreement with The
Campus Clinic, LLC
Enclosed for Board review and approval is a Laboratory Service Agreement between Weld
County on behalf of the Weld County Department of Public Health and Environment
(WCDPHE) and The Campus Clinic, LLC.
Under the terms of this agreement, WCDPHE will provide laboratory testing of specimens for
chlamydia and Neisseria gonorrhoeas using the GenProbe Aptima Combo 2 method for the
Campus Clinic. The clinic will be charged at the rate of$21.00 per specimen tested.
The initial term of the agreement is from August 5, 2008 through December 31, 2008. The
agreement shall then automatically renew for successive one year periods beginning January 1,
2009 unless terminated sooner according to the provisions in the agreement. I recommend your
approval of this agreement.
Enc.
2008-2684
LABORATORY SERVICES AGREEMENT
THIS LABORATORY SERVICES AGREEMENT (this "Agreement"), is entered into by
and between The Board of County Commissioners for the County of Weld, State of Colorado, on
behalf of the Weld County Department of Public Health and Environment("WCDPHE"), and
The Campus Clinic, LLC ("Campus Clinic").
RECITALS
A. Campus Clinic requires the services of a qualified laboratory that is capable of furnishing
certain routine and STAT laboratory services ("Services); and
B. WCDPHE operates a clinical laboratory and is capable of furnishing high quality Services
to Campus Clinic; and
C. Campus Clinic desires to contract with WCDPHE to provide Services on the terms and
conditions set forth herein.
NOW THEREFORE, in consideration of the mutual promises and covenants herein
contained, the adequacy of which is hereby acknowledged, the parties agree as follows:
AGREEMENT
1. Laboratory Testing Services and Supplies.
1.1 Laboratory Services. Campus Clinic engages WCDPHE to provide testing for
Chlamydia and Neisseria gonorrhoeas using the GenProbe Aptima Combo 2
method on an as needed basis. WCDPHE shall supply all qualified personnel,
materials, and equipment necessary to provide the Services and shall devote its
best ability and professional efforts in providing the Services. WCDPHE shall be
responsible for the transport of specimens from Campus Clinic to WCDPHE.
WCDPHE shall pick up such specimens the same morning of testing.
1.2 Laboratory Supplies. WCDPHE shall furnish Campus Clinic with specimen
laboratory forms, collection swabs, specimen analysis, and reporting using the
GenProbe Aptima Combo 2 Chlamydia and Neisseria gonorrhea procedure for
detection of Chlamydia trachomatis and Neisseria gonorrhea from female endo-
cervical specimens, and from female and male urethral or urine specimens.
1.3 Reporting Testing Results. WCDPHE agrees to telephone any positive results to
the Campus Clinic on the day of testing and deliver a written report by the
following testing day. Testing will be performed at least once per week.
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1.4 CLIA Certification. WCDPHE represents and warrants that its laboratory is
certified according to the Clinical Laboratory Improvement Amendments of 1988
("CLIA") and that WCDPHE provides such laboratory services in accordance
with such regulations. WCDPHE shall provide Campus Clinic with a copy of
WCDPHE's CLIA certificate upon request.
2. Campus Clinic Responsibilities. Campus Clinic shall retain professional control and
responsibility for the overall diagnostic and medical care of patients receiving Services
from WCDPHE. Campus Clinic shall maintain complete and timely clinical records
(including diagnoses, medical history, physician's orders and progress notes) relating to
Services provided by WCDPHE and the attending physician of patient shall consult with
WCDPHE staff as necessary. WCDPHE shall cooperate fully with any review
performed by Campus Clinic related to Services provided hereunder.
3. Term and Termination.
3.1 Term. The initial term of this Agreement shall be from August 5, 2008, through
December 31, 2008. This Agreement shall then automatically renew for one (1)
year, commencing January 1, 2009, and continuing through December 31, 2009,
and shall be renewed automatically for successive one year periods thereafter
unless sooner terminated pursuant to the termination provisions contained in this
Agreement.
3.2 Termination. Either party may terminate this Agreement for any reason, so long
as ten (10) days written notice of its intent to so terminate is given to the other
party at the address or confirmed Fax delivery at the Fax number set forth in this
Agreement, unless written notice has been given of a change of address or Fax
number. In the event of termination, WCDPHE shall be paid by Campus Clinic
for work performed by WCDPHE prior to receiving notice of termination, but not
yet compensated.
4. Worker's Compensation Coverage. Each party shall at all times provide Workers'
Compensation Insurance for all its employees engaged in the performance of this
Agreement, as required by the Colorado Workers Compensation Act.
5. Mutual Indemnification. To the extent permitted by law, each party shall indemnify and
save harmless the other party for, from and against all actions, liabilities, losses, damages,
claims and demands whatsoever, including costs, expenses and attorneys' fees, resulting
from or claimed to have resulted from any intentional or negligent acts or omissions of
the indemnifying event or occurrence upon which such actions, claims or demands are
based.
6. No Waiver of Immunities. Notwithstanding any provision contained herein to the
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contrary, WCDPHE does not waive any immunities to which it may be entitled under any
applicable law.
7. Fees.
7.1 From August 5, 2008 through December 31, 2008, Campus Clinic agrees to
reimburse WCDPHE at a rate of$21.00 per specimen for combination of
Chlamydia and Neisseria gonorrhoeas test. For any successive year that this
Agreement is renewed, Campus Clinic agrees that the reimbursement rate will be
the rate established by WCDPHE for that renewed term. Upon request within
thirty(30) days before the expiration of any term of this Agreement, WCDPHE
will provide the applicable rate for the next term, should this Agreement be
renewed.
7.2 Cancelled Test Orders. Campus Clinic may cancel an order for a test only by
providing written notice of cancellation of such test. If the written notice is
received by WCDPHE prior to test set-up, Campus Clinic will not be charged for
the test. If the written notice is received after test set-up, Campus Clinic will be
charged for the test.
7.3 Unacceptable Specimens and Unsatisfactory Results. If specimens cannot be
analyzed because of improper collection or degradation in transit, or if WCDPHE
is unable to obtain satisfactory test results on an apparently acceptable specimen,
WCDPHE will promptly notify Campus Clinic. In either case, Campus Clinic
will not be charged for the unacceptable specimen or unsatisfactory results.
8. Compliance with HIPAA. Both parties agree to comply with the provisions contained in
the Health Insurance Portability and Accountability Act of 1996, and to comply with the
Standards for Privacy of Individually Identifiable Health Information contained in 45
C.F.R. Parts 160 and 164, Subparts A and E("Privacy Rule"), and Subpart C("Security
Rule"), as amended. If this Agreement must be amended to secure such compliance, the
parties shall meet in good faith to agree upon such amendments. If the parties cannot
agree upon such amendments, then either party may terminate this Agreement pursuant to
the terms and conditions set forth herein.
9. Independent Contractor Status. WCDPHE and Campus Clinic intend that the relationship
between them contemplated by this Agreement is that of independent entities working in
mutual cooperation. Campus Clinic officers, employees and agents are not to be
considered employees of Weld County for any purpose and said persons may not hold
themselves out as employees or agents of WCDPHE or Weld County or otherwise make
any representation or commitment on behalf of WCDPHE or Weld County. Likewise,
officers, employees and agents of WCDPHE are not to be considered employees of
Campus Clinic for any purpose and said staff may not hold themselves out as employees
or agents of Campus Clinic or otherwise make any representations or commitments on
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behalf of Campus Clinic. Neither party shall be in any way required to provide any
pecuniary benefits, salaries, wages, or fringe benefits to employees of the other party.
10. 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.
11. Retention and Inspection of Records. WCDPHE shall keep all records of testing results
related to this Agreement on file for a period of two (2) years from the date of the testing.
All other records related to this Agreement will be kept for a period of two (2) years or
for the period of time that may be required by law, whichever is longer. WCDPHE shall,
upon reasonable notice, give Campus Clinic or its authorized representative the privilege,
at a reasonable time, of inspecting, examining, and auditing, during normal business
hours, such of WCDPHE's business records that are directly relevant to this Agreement,
including, without limitation, the financial arrangement between the parties. The cost of
such inspection, examination, and audit shall be at the sole expense of Campus Clinic,
and such inspection, examination, and audit shall be conducted where said records are
normally maintained.
12. Assignment. This Agreement may not be assigned by either party without the prior
written consent of the other party.
13. Waivers. No waiver of the enforcement or breach of any agreement or provision herein
contained shall be deemed a waiver of any preceding or succeeding breach thereof or of
the enforcement of any other agreement or provision herein contained. No extension of
time for performance of any obligations or acts shall be deemed an extension of the time
for performance of any other obligations or acts.
14. No pecuniary Interest. No officer, member or employee of WCDPHE or Campus Clinic
and no member of its governing bodies shall have any pecuniary interest, direct or
indirect, in the approved Agreement or the proceeds thereof.
15. Compliance with Title VI. WCDPHE and Campus Clinic assure that each will comply
with Title VI of the Civil Rights Act of 1986 and that no person shall, on the grounds of
race, creed, sex, or national origin,be excluded from participation in or be otherwise
subjected to discrimination under this Agreement.
16. Budget Constraints. No portion of this Agreement shall be deemed to create an
obligation on the part of the County of Weld, State of Colorado, to expend funds not
otherwise appropriated in each succeeding year.
17. Severability. If any section, subsection, paragraph, sentence, clause, or phrase of this
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Agreement is for any reason held or decided to be unconstitutional, such decision shall
not affect the validity of the remaining portions. The parties hereto declare that they
would have entered into this Agreement and each and every section, subsection,
paragraph, sentence, clause, and phrase thereof irrespective of the fact that any one or
more sections, subsections, paragraphs, sentences, clauses, or phrases might be declared
to be unconstitutional or invalid.
18. Agreement Made Subject to Laws and Regulations. This Agreement is expressly made
subject to all laws and regulations of the United States, the State of Colorado, and Weld
County. Contractual provisions required by such laws and regulations, but not having
been set out herein, are hereby incorporated by this reference as though expressly set out
in full. All parties of this Agreement are hereby put on notice and charged with the
responsibility of compliance with such contract provisions as required by law.
19. Modification of Agreement. All modifications to this Agreement shall be in writing and
signed by both parties.
20. Entire Agreement. This Agreement constitutes the entire understanding between the
parties with respect to the subject matter hereof and may not be changed or modified
except as provided in this Agreement.
21. No Third Party Beneficiary. It is expressly understood and agreed that the enforcement of
the terms and conditions of this Agreement, and all rights of action relating to such
enforcement, shall be strictly reserved to the undersigned parties and nothing in this
Agreement shall give or allow any claim or right of action whatsoever by any other
person not included in this Agreement. It is the express intention of the undersigned
parties that any entity other than the undersigned parties receiving services or benefits
under this Agreement shall be an incidental beneficiary only.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement this Q7{ day
of n Lh , 2008.
THE CAMPUS CLINIC, LLC WELD COUNTY DEPARTMENT OF
PUBLIC HEALTH AND ENVIRONMENT
By: By: 911(w
7V�� 1 t1Ul.G (_/,1�
Gregory Denzel, D.O. Mark Wallace, M.D., MPH
Address:NO /601/1/e, C'eultJJ5 Oz' 37 Address: 1555 North 17th Avenue
(o55/t1jOaLi) ( attx, Co 60103
Greeley, CO 80631
FAX: ‘4110"J61" 24 2-1 FAX: (970) 304-6412
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BOARD OF COUNTY COMMISSIONERS
FOR THE COUNTY OF WELD,
STATE OF COLORADO
/ATTEST: 1 f �" %,,
By �2-/--✓ _ y
William H. Jerke, Chair / ,y/ �'
10/08/2008 Deputy Clerk
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