HomeMy WebLinkAbout20063292 RESOLUTION
RE: APPROVE AGREEMENT FOR DISPATCH 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 an Agreement for Dispatch Services
between the County of Weld, State of Colorado, by and through the Board of County
Commissioners of Weld County, and Banner Health, dba North Colorado Medical Center,
commencing January 1, 2006, and ending December 31, 2007, 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 Dispatch Services between the County of Weld, State
of Colorado, by and through the Board of County Commissioners of Weld County, and Banner
Health, dba North Colorado Medical Center, 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 4th day of December, A.D., 2006, nunc pro tunc January 1, 2006.
BOARD OF COUNTY COMMISSIONERS
WELD C NTY, COLORADO
ATTEST: Qo , * <<- ` g[GJ
` / /"�„•,, .cteile, Chair
Weld County Clerk to the` • •�� �� �;' ��
David E. Long, Pro-Te
BY:
Deputy / lerk to the Board ti :. °LL% l,N,
William H. Jerke
APP7D AS TO F : EXCUSED
Robert D. Masden
ounty Attorney v—� EXCUSED
Glenn Vaad
Date of signature: /
-7/5/0(.,
2006-3292
HS0009
0e S S /c7- - Oo
1801 16th Street
Gr970.35y, 12 80631 970.352.4121
Fax 970.350.6644
Banner Health www.Bannerl lealth.com
North Colorado
Medical Center®
November 30, 2006
Weld County, Colorado
Attn: Captain Juan Cruz
915 10th Street
Greeley, CO 80631
Re: Agreement for Dispatch Services
Dear Captain Cruz:
Enclosed you will find duplicate originals of the above-referenced contract between the Weld
County, Colorado and North Colorado Medical Center for signature by the appropriate
individuals.
Please return one original to me in the envelope enclosed for your convenience. Should you have
any questions, please call at your convenience.
Sincerely,
49 -
Debbie Hoekstra
Contracts Coordinator
North Colorado Medical Center
2006-3292
AGREEMENT FOR DISPATCH SERVICES
THIS AGREEMENT FOR DISPATCH SERVICES is made and entered into by and
between Weld County, Colorado, by and through the Board of County Commissioners of
Weld County, whose address is 915 10th Street, Greeley, Colorado 80631 (hereinafter referred
to as "County"), and Banner Health, an Arizona non-profit corporation, d/b/a North Colorado
Medical Center, whose address is 1801 16th Street, Greeley, Colorado 80631 (hereinafter
referred to as "NCMC").
WITNESSETH:
WHEREAS, NCMC operates an "Air Life" medical transport system for medical
emergencies out of North Colorado Medical Center in Greeley, Colorado (hereinafter referred to
as "Air Life"), and
WHEREAS, County provides emergency radio dispatch services for Weld County public
safety organizations through a contract with the City of Greeley and as part of that contract will
provide service to NCMC for dispatches of certain flights of Air Life, and
WHEREAS, OuterLink Flight Tracking System is now available at the Dispatch Center
for flight following, and
WHEREAS, both NCMC and County believe that it is necessary for County to ensure
that there are personnel with the Weld County Regional Communication Center (hereinafter
referred to as "WCRCC") who are knowledgeable for the purpose of dispatching Air Life. The
County, through a contract with the City of Greeley, will ensure that personnel and adequate
training for the personnel dispatching Air Life are provided for, and
WHEREAS, NCMC desires to have call history reports involving Air Life, and
WHEREAS, County agrees that NCMC may at various times need to receive call history
reports involving Air Life.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, the parties hereto agree as follows:
1. AIR LIFE DISPATCH: WCRCC will provide dispatch services for the Air Life
transports. Those persons employed by WCRCC will be solely under the
supervision of and shall be paid by and receive benefits from the City of Greeley.
The personnel assigned to dispatch flights of Air Life shall in no way be
considered employees of NCMC or County.
2. TERM: This Agreement for Services shall be for a 24 month period beginning
ate/-
January 1, 2006, through December 31, 2007, subject to the termination
provisions set forth in Paragraph 8 below.
3. NCMC AGREES:
A. To pay County Fifty-Two Thousand Six Hundred Seventy-Eight and
50/100ths Dollars ($52,678.50) for services provided by the WCRCC for
the initial 12 month term of this Agreement. Payments shall be made as
follows: Twenty-Six Thousand Three Hundred Thirty-Nine and 25/100ths
Dollars ($26,339.25) within thirty (30) days from the date of the signing of
this Agreement and Twenty-Six Thousand Three Hundred Thirty-Nine and
25/100ths Dollars ($26,339.25) by December 15, 2006.
B. To pay County Fifty-Two Thousand Six Hundred Seventy-Eight and
50/100ths Dollars ($52,678.50) for services provided by the WCRCC for
the period from January 1, 2007 through December 31, 2007. Payments
shall be made as follows: Twenty-Six Thousand Three Hundred Thirty-
Nine and 25/100ths Dollars ($26,339.25) by June 15, 2007, and Twenty-
Six Thousand Three Hundred Thirty-Nine and 25/100ths Dollars
($26,339.25) by December 15, 2007.
C. To pay for the maintenance and monthly user fees for one 1-800 telephone
line for receiving requests for scheduling flights.
D. To pay all charges related to the installation and maintenance of the
Outerlink Flight Tracking System located at the Dispatch Center.
4. COUNTY AGREES, EITHER DIRECTLY OR VIA A CONTRACT WITH THE
CITY OF GREELEY:
A. To provide continuous 24 hour per day, seven days per week dispatching
support for Air Life transports.
B. To provide radio, radio-telephone, or telephone communications support
to Air Life during all flights.
C. To operate and maintain the preprogrammed paging system to alert the Air
Life flight team.
D. To operate and maintain the radio system at WCRCC that is used by Air
Life primarily on the emergency radio channel.
E. To operate the 1-800 telephone line to receive and coordinate all requests
to schedule flights for Air Life transport. At such time that the telephone
system is enlarged, and the capability exists to designate certain lines,
- 2 -
NCMC shall be afforded the opportunity to obtain, at NCMC's cost,
additional designated lines.
F. To provide and maintain recording equipment to record all radio
communications associated with the Air Life dispatching.
G. To track all flights for the Air Life transports originated within the range
of the Weld County Regional Communications Emergency Dispatch
System using the Outerlink flight tracking system.
H. For all services provided pursuant to this agreement, County agrees to
maintain Air Life's compliance with appropriate Greeley Police
Department General Orders and Standard Operating procedures.
I. For all services provided pursuant to this agreement, County agrees to
assist Air Life in attaining and maintaining their accreditation from the
Commission on Accreditation of Medical Transport Systems ("CAMTS"),
limited to providing ongoing and new employee training regarding
medical terminology, navigation techniques, and weather interpretation per
CAMTS standard 6.00.00.
J. To participate in collaborative, continuous Quality Improvement as it
relates to Air Life and WCRCC Services.
K. To provide NCMC Air Life personnel with access to ProQA and Aqua
when fully installed.
L. To respond in writing to written concerns raised by NCMC Air Life
Liaison or Designee related to services provided pursuant to this
Agreement, provided such written concerns are presented within ten
business days after the actual incident in question occurred. County agrees
that written responses will be provided within ten business days after
receipt of the written concern from NCMC Air Life Liaison or Designee,
to allow time for County to investigate any concerns appropriately. A
business day is defined as Monday through Friday, 8:00 a.m. to 5:00 p.m.,
excluding holidays.
M. To provide NCMC a printout of all AirLife activity at the end of each
month. Such reports shall include the unit and incident history report, and
miscellaneous reports of standbys, missed flights, and out of service time.
N. To provide, upon NCMC's request, reports/tapes at any time without
charge. NCMC agrees to provide the tape necessary to make these copies.
O. In its relationship with NCMC, County and any personnel providing
- 3 -
services under this Agreement shall make reasonable efforts to cooperate
with any corporate compliance program now or hereafter instituted by
NCMC, so long as there are no conflicts in the program with County
policies, procedures or other requirements.
P. To activate the paging system for all helicopter flights landing at the North
Colorado Medical Center helicopter pad, other than AirLife of Greeley
helicopter flights.
5. THE PARTIES AGREE TO SHARE RESPONSIBILITY FOR THE
FOLLOWING:
A. To provide radio checks on a periodic basis, not to exceed every 15
minutes, on the status of flight during any Air Life transport. NCMC and
the dispatch center shall be equally responsible for maintaining the
periodic radio checks.
6. DISPATCHER TRAINING
A. County agrees to be responsible for the cost of providing ongoing and new
employee training for medical terminology, navigation techniques, weather
interpretation and training in the use of the Outerlink Flight Tracking
System. However, NCMC will be responsible for the cost for providing
any updated materials and for maintaining current information in the
NCMC portion of the employee training. County agrees to provide
NCMC with written verification of completion of required training, as it
relates to this Agreement, for new and existing employees. County shall
provide training for existing employees on no less than an annual basis.
7. NCMC ACCESS TO CALL HISTORIES INVOLVING AIR LIFE:
A. County hereby recognizes the necessity for NCMC to, at various times,
obtain call histories involving Air Life. County shall provide written call
history reports to NCMC upon written request by NCMC.
B. By receiving such written reports of call histories, NCMC may have access
to confidential law enforcement information, including, but not limited to,
information concerning arrests, criminal investigations, and details from
official police reports. NCMC understands that unauthorized
dissemination of any confidential information to anyone by NCMC, its
employees, agents, or assigns may result in civil liability and/or criminal
action against NCMC.
D. NCMC will continue to utilitize their current policy concerning the release
of information by their staff, obtained from the written call history reports.
- 4 -
Any changes in the policy will be submitted to and approved by the
Director of the Weld County Regional Communications Center prior to
NCMC implementing the policy.
8. TERMINATION: Either party may terminate this Agreement with or without
cause upon 60 days written notice.
9. INDEMNIFICATION: Each party shall not be responsible or liable for acts or
omissions or failure to act by the other party. Accordingly, to the extent permitted
by law, County agrees to indemnify and hold NCMC harmless from any and all
liability incurred by acts or omissions or failures to act by County and, likewise,
NCMC agrees to indemnify and hold County harmless from any and all liability
incurred by acts or omissions or failures to act by NCMC. Because County is a
department of the Weld County government, NCMC acknowledges its agreement
to indemnify and hold harmless County 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.
10. INSURANCE. Each party shall obtain and maintain in force during the term of
this Agreement (a) comprehensive general liability insurance, including blanket
contractual liability, and (b) complete operations insurance, all with minimum
limits of One Million Dollars ($1,000,000.00) per occurrence and Three Million
Dollars ($3,000,000.00) in the annual aggregate, as required by law. Each party
also shall provide the other party with a certificate of insurance, acceptable to the
other party, stating that the above coverages are in force, and shall continue in
force, throughout the term of this Agreement.
11. CONFIDENTIALITY. County and its employees and agents shall keep
confidential all knowledge, information and documents entrusted to its care by
NCMC. Neither County nor any of its employees or agents shall disclose any
knowledge, information or documents entrusted to it or them by NCMC to any
person, firm or corporation other than the person, firm or corporation designated
by NCMC. Knowledge, information and documents entrusted by NCMC to
County may include, but are not limited to, the names of vendors and the terms
and conditions (including financial information) with vendors, the names of
NCMC patients and the terms and conditions (including financial information) of
agreements with, or for the benefit of, NCMC patients and all medical records and
information, trade secrets, proprietary information, non public information,
clinical, marketing, personnel and administrative policies, procedures, manuals
and reports, written proprietary agreements or contracts, and other assets of
NCMC. The parties acknowledge that this Agreement between the parties is
subject to disclosure upon request pursuant to the Colorado Open Records Act.
12. NO WAIVER OF IMMUNITY: No portion of this Agreement shall be deemed to
constitute a waiver of any immunities the parties or their officers 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.
13. PARTIES' RELATIONSHIP: 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 deemed to be an employee, agent, or servant of the other party to
this Agreement.
14. SEVERABILITY: If any section, subsection, paragraph, sentence, clause, or
phrase of this Agreement is for any reason held or decided to be unconstitutional
or invalid, such decision shall not affect the validity of the remaining portions.
The parties hereto declare that they would have entered into this Agreement in
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.
15. FUNDING: Nothing in this agreement shall be construed to require Weld County
to provide funding not previously budgeted for the term of this contract.
16. ACCESS TO RECORDS FOR GOVERNMENT INSPECTION. Pursuant to
United States Code, Title 42, Section 1395 et al (Omnibus Budget Reconciliation
Act of 1980), County shall maintain and make available, upon request of NCMC,
or of the U.S. Department of Health and Human Services, or of the Comptroller
General of the United States Accounting Office, or of any appropriate
governmental entity, any and all records required to be kept under applicable
federal, state and local laws, rules and regulations. All such records shall be kept
by County for a minimum of four (4) years following the termination or expiration
of this Agreement. Records to be kept include, but are not limited to: this
Agreement; and, books, documents and accounts which are necessary to record
and certify the nature and extent of the costs of services provided by County
pursuant to this Agreement.
17. COMPLIANCE WITH REGULATIONS AND POLICIES. County shall comply
with all standards applicable to the services described in this Agreement,
including, but not limited to, the standards of (a) the Joint Commission on the
Accreditation of Health Care Organizations, (b) federal, state and local
government laws, rules and regulations and (c) third party payors. Whenever
providing services or goods pursuant to this Agreement on NCMC premises,
County, its employees and agents shall comply with and observe all NCMC rules
and regulations concerning conduct on NCMC premises. If any of the services or
goods provided under this Agreement are services or goods for which NCMC
may, directly or indirectly, obtain compensation or reimbursement from any
governmental health program (e.g., Medicare, Medicaid, CHAMPUS), County
will comply with all government reimbursement requirements as specified by
NCMC and shall provide reasonable assistance to NCMC in completing necessary
documents and records for reimbursement.
18. COMPLIANCE WITH FEDERAL EMPLOYMENT LAW. County agrees to
comply with all state and federal Equal Employment Opportunity, Immigration
and Affirmative Action requirements including 42 U.S.C. Sec. 2000 (e) et seq,
The Civil Rights Act of 1964, The Civil Rights Act of 1991, Sections 503 and 504
of the Rehabilitation Act of 1973, Section 402 of the Vietnam Era Veterans'
Readjustment Assistance Act of 1974, the Immigration Reform Act of 1986, the
Americans with Disabilities Act and any amendments and applicable regulations
pertaining thereto.
19. COMPLIANCE WITH HIPAA. To the extent applicable, both parties will
comply with the provisions of the Health Insurance Portability and Accountability
Act of 1996 and the Standards for Privacy of Individually Identifiable Information
contained in 45 CFR Parts 160 and 164 (the "HIPAA Privacy Standards"), as of
the effective date of the HIPAA Privacy Standards on April 14, 2003, or as may
be later determined. 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 upon thirty (30) days' prior written notice to the other party.
20. CONFLICT OF INTEREST DISCLOSURE. County represents and warrants that
neither County nor any affiliate of County nor any officers, directors, employees,
partners, members, owners or shareholders of County or any affiliate of County is
related to, affiliated in any way with, or employs (or otherwise has a compensation
interest with) any officer, director or employee of Banner Health.
21. NO FEDERAL EXCLUSION. Each party hereby represents and warrants to the
other party that each party and all personnel providing services under this
Agreement are not and at no time have been excluded from participation in any
federally funded health care program, including Medicare and Medicaid. Each
party hereby agrees to immediately notify the other party 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 the other party to determine the nature of any
sanction. In the event that one of the parties or any personnel providing services
under this Agreement 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 one of the parties is in
breach of this Section, the other party may immediately terminate this agreement.
22. ASSIGNMENT. This Agreement may not be assigned by either party without the
prior written consent of the other party. If consent to an assignment is obtained,
this Agreement is binding on the successors and assigns of the parties to this
Agreement. Notwithstanding any provision of this Agreement to the contrary,
either party 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, subsidiary, any entity that acquires all
or substantially all of that party's assets or operations relating to this Agreement,
and the surviving entity of any merger or consolidation involving that party. Any
assignment to a related entity shall not require the consent or approval of the non-
assigning party in order to be effective.
23. 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 (CMS), the Department of
Health and Human Services (HHS) or the Internal Revenue Service (IRS)
determines that this Agreement is illegal or jeopardizes NCMC's tax exempt
status or otherwise materially affects either party's business, then the affected
party shall give the other party such notice as is reasonable in the circumstances
and shall make available a reasonable period within which to cure. If no cure is
implemented by the parties, then either party, in its discretion, may terminate this
Agreement with such notice as is reasonable under the circumstances.
24. ALTERNATIVE DISPUTE RESOLUTION PROCESS. If any dispute arising
out of this Agreement cannot be resolved in a timely manner through executive-
level negotiation, the parties shall try in good faith to settle such dispute through
non-binding mediation. A neutral third-party mediator shall be agreed upon by
the parties. If, within fourteen (14) days after either party makes written request
for mediation, the parties have not agreed upon the identity of the mediator and
the structure thereof, the mediation shall be in Greeley, Colorado, and shall be
administered by the American Arbitration Association in Greeley, Colorado under
its Commercial Mediation Rules, and the parties shall share equally the cost
thereof. Subject to the approval of all parties, such mediation may be conducted
by telephone conference call for the convenience of the parties. A good faith
attempt at negotiation and mediation shall be a condition precedent to the
commencement of arbitration or litigation, but is not a condition precedent to any
court action for injunction or other interim relief pending the outcome of
mediation.
If the parties are unable to resolve the dispute in a timely manner (which in any
case shall not exceed thirty (30) days from the first notice of mediation), through
negotiation or mediation, the dispute may be settled through binding arbitration
before a single arbitrator in Greeley, Colorado, administered by the American
Arbitration Association in accordance with its Commercial Arbitration Rules, 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 as both the mediator and the arbitrator.
25. GOVERNING LAW. This Agreement shall be governed by the internal substantive
law of the State of Colorado, without regard for conflicts of laws.
26. 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 person not included in this Agreement. It is the express
intention of the undersigned parties, that any third parties receiving services or
benefits under this Agreement shall be deemed to be an incidental beneficiary only.
IN WITNESS WHEREOF, the parties have executed this Agreement individually or by
signature of their duly authorized representative as of the signature dates set forth below, to be
effective as of the Effective Date.
Banner Health d/b/a
North Colorado Medical Center
Byre
Gene L. O'Hara, Pharm.D.,
t IE La Chief Executive Officer
ATTEST: ii1 is Weld County, Colorado, By and Through
a ,T the Board of County Commissioners of
Weld County
Clerk the Board ����`1:::?;-NS-17,,- rt 1m
By: By:
Deputy 1 rk to Bo d M. J. eile, Chair
12/04/2006
Hello