HomeMy WebLinkAbout20193685.tiffEsther Gesick
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Thursday, October 5, 2023 12:51 PM
CM-ClerktoBoard; Tina Powell; CM-Communications-DeptHead
Fast Tracked Contract ID 175O3),
Contract # 7503 has been Fast Tracked to CM -Contract Maintenance.
You will be notified in the future based on the Contract information below:
Entity Name: BANNER HEALTH
Contract Name: REGIONAL COMMUNICATIONS USER AGREEMENT Contract Amount: $0.00 Contract ID: 7503 Contract
Lead: TPOWELL
Department: COMMUNICATIONS
Review Date: 4/1/2024
Renewable Contract: YES
Renew Date: 4/1/2024
Expiration Date:
Tyler Ref #:
Thank -you
20/9- 364 6'
l0.�7
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 upon full execution of signatures, 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 14th day of August, A.D., 2019.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
ATTEST: drit14,4) �Cl+�•�
Weld County Clerk to the Board
Deputy Clerk to the Boar
ounty • ttorney
Date of signature: 05/2(7141
JAAAAL
Barbara Kirkmeyer Chair
Steve Moreno
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2019-3685
CM0027
DocuSign Envelope ID: EAFBBD6B-48C0-43B2-8ABE-AC693720A562
AGREEMENT FOR DISPATCH SERVICES - APRIL 2019
THIS AGREEMENT FOR DISPATCH SERVICES is made and entered into as of the
signature dates set forth below (the "Effective Date"), by and between the COUNTY OF WELD,
a political subdivision of the STATE OF COLORADO, by and through the Board of County
Commissioners of the COUNTY OF WELD, whose address is P.O. Box 758, 1150 O Street,
Greeley, CO 80632 ("County") and BANNER HEALTH, an Arizona nonprofit corporation, d/b/a
NORTH COLORADO MEDICAL CENTER, whose address is 1801 16th Street, Greeley, CO
80631 ("Banner"). County and Banner may be referred to collectively herein as the "Parties."
WITNESSETH:
WHEREAS, on May 7, 2012, the Parties entered into an Agreement for Dispatch Services,
and
WHEREAS, on May 16, 2012, the Parties entered into a First Amendment to Agreement
for Dispatch Services, and
WHEREAS, County provides emergency radio dispatch services for Weld County public
safety organizations; and as part of said contract, will provide to Banner, dispatch services for all
Banner ambulances, pursuant to and according to the terms of this Agreement, and
WHEREAS, both Banner and County believe that it is necessary for County to ensure that
there are personnel with the Weld County Regional Communication Center ("WCRCC") who are
knowledgeable for the purpose of dispatching Banner; to that end, County will ensure that
personnel and adequate training for the personnel dispatching Banner are provided for.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, the parties hereto agree as follows:
1. Dispatch of Banner Ambulances. WCRCC shall provide the following dispatch services
for the dispatch of Banner ambulances within the areas of Weld County listed in the
attached Exhibit "A" ("the Service Area").
2. Term. This Agreement for Dispatch Services shall be for a period of five (5) years
beginning on the Effective Date continuing through the fifth anniversary of the Effective
Date and shall renew automatically annually thereafter unless notice of non -renewal is
provided by either party to the other at least six (6) months prior to the anniversary date.
This Agreement may not be terminated during the initial five (5) year term of this
Agreement absent "good cause." Good cause may not be shown absent a party's written
notice to the other party of a material breach of this Agreement and a failure to cure that
breach by the offending party within thirty (30) days of such notice or such other time
period as is reasonable under the circumstances. Upon conclusion of the initial five (5) year
term, this Agreement may be terminated, with or without cause, by either party based upon
not less than one -hundred eighty (180) days written notice.
2019-3685
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Banner Legal #0314-03-088957
DocuSign Envelope ID: EAFBBD6B-48C0-4362-8ABE-AC693720A562
3. Banner Agrees.
A. For the dispatch services defined herein, to pay County an annualized dispatch fee
charge of $348,566, or monthly fees of $29,047.16, beginning April 1, 2019, and
continuing through December 31, 2019. After January 1, 2020, Banner shall not
pay to County any fee for the dispatch services associated with this Agreement,
because the fire districts dispatched for EMS calls will be paying the associated
dispatch fees directly to the County.
B. That at all times during the term of this Agreement Banner will provide Emergency
Medical Services (EMS) response within substantially the same time frame as EMS
response that was previously provided by County (i.e. prior to May 7, 2012), and
Banner shall through its quality assurance and quality improvement efforts work to
meet the standards set forth in the document entitled, "Consultant Report, Weld
County Government Department of Paramedic Services Weld County, Colorado,
EMS Assessment," dated November 10, 2008, by Fitch & Associates, LLC ("the
Fitch Study"); specifically, without limitation, those standards set forth on pages 8
and 9, under the heading "The Optimal EMS System," and the "Time Interval
Benchmarks" set forth in Table 1 on Page 20, of the Fitch Study which is attached
hereto and is incorporated herein by reference, during the initial term of this
Agreement. Further, Banner agrees to study those standards set forth on pages 8
and 9, under the heading "The Optimal EMS System," and the "Time Interval
Benchmarks" in Table 1 on Page 20, not later than six (6) months prior to the
conclusion of the initial term should the County so request.
C. That as a condition of its grant to exclusively receive all calls for Ambulance
Services in the Service Area pursuant to this Agreement, Banner shall always
ensure that during the term of this Agreement its ambulance service shall comply
with Section 3 C., and any other provisions in this Agreement.
4. County Agrees.
A. To provide continuous twenty-four (24) hour per day, seven (7) days per week
dispatching support for all Banner ambulances.
B. That Banner may not have an adequate remedy at law in connection with a breach of
this Agreement concerning Banner's exclusive right to receive all medical calls as
provided for herein, therefore, in addition to all other remedies available at law or in
equity related to such a breach, Banner shall be entitled to injunctive or similar relief
for any such breach of this Agreement.
C. That Banner may, in Banner's sole discretion, without relinquishing its right to
exclusively receive all calls for Ambulance Services in the Service Area, require
County to direct WCRCC (or any other entity County engages to provide dispatch
services), to provide only "ring down" services to a Banner dispatch center at any
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Banner Legal #0314-03-088957
DocuSign Envelope ID: EAFBBD6B-48C0-4362-8ABE-AC693720A562
time during the Term of this Agreement. County agrees that Banner's payment
obligations contained in Section 3 A. of this Agreement shall be amended to reflect
the then current costs for such "ring down" services.
5. Access to Call Histories Involving Banner.
A. County hereby recognizes the necessity for Banner to, at various times, obtain call
histories involving Banner. County shall provide written call history reports to
Banner upon written request by Banner.
B. By receiving such written reports of call histories, Banner may have access to
confidential law enforcement information, including, but not limited to,
information concerning arrests, criminal investigations, and details from official
police reports. Banner understands that unauthorized dissemination of any
confidential information to anyone by Banner, its employees, agents, or assigns
may result in civil liability and/or criminal action against Banner.
C. Banner shall continue to utilize their current policy concerning the release of
information by their staff obtained from the written call history reports.
6. Mutual Indemnification. To the extent allowed 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 party or its employees or agents engaged in the work under this Agreement
at the time of the event or occurrence upon which such actions, claims or demands are
based. Where both Banner and County, including their respective employees or agents,
participated in the liability causing event, each party shall contribute to the common
liability a pro rata share based upon its relative degree of fault.
7. 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 and No/100ths
Dollars ($1,000,000.00) per occurrence and Three Million and No/10ths 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.
8. Confidentiality. To the extent allowed by law, County and its employees and agents shall
keep confidential all knowledge, information and documents entrusted to its care by
Banner. Neither County nor any of its employees or agents shall disclose any knowledge,
information or documents entrusted to it or them by Banner to any person, firm or
corporation other than the person, firm or corporation designated by Banner. Knowledge,
information and documents entrusted by Banner 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 Banner patients and the terms and conditions (including
financial information) of agreements with, or for the benefit of, Banner patients and all
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Banner Legal #0314-03-088957
DocuSign Envelope ID: EAFBBD6B-48C0-43B2-8ABE-AC693720A562
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
Banner. The parties acknowledge that this Agreement between the parties is subject to
disclosure upon request pursuant to the Colorado Open Records Act.
9. 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.
10. Parties' Relationship. The parties to this Agreement intend that the relationship between
them contemplated by this Agreement is that of independent entities working in
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.
11. 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.
12. Funding. Nothing in this agreement shall be construed to require Weld County to provide
funding not previously budgeted for the term of this contract.
13. 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.
14. 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.
15. 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,
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Banner Legal #0314-03-088957
DocuSign Envelope ID: EAFBBD6B-48C0-43B2-8ABE-AC693720A562
any entity that acquires all or substantially all 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 to be effective.
16. 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 Banner'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.
17. Governing Law. This Agreement shall be governed by the internal substantive law of the
State of Colorado, without regard for conflicts of laws.
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
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.
19. Entire Agreement; Modification; Waiver of 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 any attached schedules shall be deemed valid or of any force or effect
whatsoever, unless mutually agreed upon in writing by the Parties. Course of performance,
no matter how long it continues, shall not constitute an amendment to this Agreement. 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, or subsequent, breach.
20. 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.
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Banner Legal #0314-03-088957
DocuSign Envelope ID: EAFBBD6B-48C0-4362-8ABE-AC693720A562
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate
originals on the dates shown below our respective signatures.
BANNER: COUNTY:
The County of Weld, a political subdivision of
the State of Colorado, by and through the Board
Banner Health of County Commissioners of the County of
d/b/a North Colorado Medical Center Weld
sikarle 6wshw
Name:
Title: Chief Executive Officer
Date:July 18, 2019 11:10 PM MST
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Banner Legal #0314-03-088957
By:
Name: Mike Freeman, Pro-Tem
Title:
Date: AUG 14 2019
Attest: dirittA) '
Cler, otve :oard
B
Name:
Title: Deputy Clerk to the Board
Date: AUG 14 2019
020/?-,5180-
DocuSign Envelope ID: EAFBBD6B-48C0-43B2-8ABE-AC693720A562
Exhibit "A" to Agreement for Dispatch Services — March 2019
Dispatch of Banner Ambulances: WCCRC agrees to provide exclusive dispatch services for the
dispatch of Banner ambulance within the following fire districts, which have operational
agreements with Banner:
• Ault Fire Protection District
• Eaton Fire Protection District
• Galeton Fire Protection District
• Raymer-Stoneham Fire Protection District
• Briggsdale Fire Protection District
• Nunn Fire Protection District
• Pawnee Fire Protection District
• Fort Lupton Fire Protection District
• Greeley Fire Protection District
WCCRC agrees to provide dispatch services for the dispatch of Banner ambulance within Weld
County for any ambulance calls for backup or mutual aid services involving Banner ambulances.
These areas may be in the services areas where Banner is not the provider of ambulance services,
such as the following:
• Fire Districts in the Southwestern and Southeast Weld County currently serviced by
organized ambulance districts/fire districts and not service by Banner ambulances as of the
date of this agreement.
• Platte Valley Fire Protection District
• LaSalle Fire Protection District
• Evans Fire Protection District
• Front Range Fire Protection District (Johnstown/Milliken)
• Platteville/Gilcrest Fire Protection District
• Windsor/Severance Fire Protection District
In the event in the course of this agreement the areas covered by Banner ambulance changes
Banner and the municipality or fire protection district shall each notify the WCRCC in writing of
the change in area covered and the effective date.
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Banner Legal #0314-03-088957
RE: AGREEMENT FOR DISPATCH SERVICES - NCMC
APPROVED AS TO SUBSTANCE:
Elected Ofificial or Department Head
APPROVED AS TO FUNDING:
galaato
Controller
ED AS TO FIRM:
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