HomeMy WebLinkAbout20163579.tiffBOARD OF COUNTY COMMISSIONERS
PASS -AROUND REVIEW
RE: Jail Medical Services Contract Extension
DEPARTMENT: Weld County Sheriffs Office
PERSON REQUESTING: Lieutenant Matt Elbe
/Z 17 91
DATE: 12/21/18
Brief description of the problem/issue:
The Weld County Sheriffs Office has a contract in place with Armor Correctional Health Services, Inc. to provide
medical services to the inmate population in the Weld County Jail. Each year of this contract an extension is done
to address any annual increases per the Original Agreement and otherwise. This extension includes a 2.7%
increase of $99,693.46 from the 2018 base price, $3,692,350.20. This increase is based on the CPI -U Medical
Care % change from September 2017 September 2018.
Also included is an increase of $163,708.00 to change the Staffing Plan (Exhibit A) to reflect the adjustment of
the ratio of Full Time Equivalent (FTE) for Registered Nurses (RN) to Licensed Nurses (LPN) due to Colorado's
shortage of qualified and available LPNs. The Original Agreement for 10.5 FTE LPNs is reduced to 4.20 FTE
LPNs which is a reduction of 6.30 FTE LPNs. The Original Agreement for 8.40 FTE RNs is increased to 14.70
RNs which is an additional 6.30 FTE RNs.
This extension also addresses the 13.8% increase in the average daily population (ADP) increase of the jail since
the Original Agreement. An acuity -based Staffing Plan requires the addition of 2.10 FTE RNs due to patients'
needs. The increase for this addition is $214,447.00.
The total cost of this extension for 2019 will be $4,170,198.66.
**Please note that Armor Correctional Health Services Inc. was asked to absorb the $163,708.00 increase and
they refused.
What options exist for the Board? (Include consequences, impacts, costs, etc. of options)
The Board may approve or deny this extension as written. An approval of this extension would provide for
appropriate coverage of medical professionals in the jail to meet the needs of the inmate population and their
diverse and often acute needs. With the proposed Staffing Plan, the increase in the ADP will be accounted for by
providing the most appropriate nursing coverage for the population. Additionally, increasing the amount of RN
FTEs and decreasing the amount of LPN FTEs acknowledges and accounts for the changes in the nursing
profession in the State of Colorado; a diminishing LPN certification as the result of legislative changes affecting
greater access to a higher level of nursing education (HB 18-1086) and accreditation standards affecting how
LPNs can/cannot practice in our jail environment relative to the Colorado Department of Regulatory Agency rules
concerning their ability, or lack to thereof, to perform assessments without RN oversight/involvement. If the
Board denies this extension, the Weld County Sheriffs Office and Armor would be forced to determine what, if
any, reconciliations can be made related to the increases proposed or if going out to bid is necessary. A denial
would also increase the risk of litigation to the Weld County Sheriff's Office due to not addressing existing
barriers to appropriate and competent medical treatment and care for the inmate population.
Recommendation:
6:OA-761-4c5(2)
i-ozk-i9
5o 0037
It is recommended that the Board approve this extension and the subsequent increase in cost for medical services
for the Weld County Jail. It is believed that the increase is necessary to continue to meet the mission statement of
the Weld County Sheriff's Office and the Weld County Jail and provide appropriate and complete medical care
to the inmate population that we have always been able to do in the past. This extension will allow for the Weld
County Sheriffs Office and its medical provider to maintain an adherence to accepted standards and employ
qualified and competent nursing staff. Please note that this extension has been reviewed and approved by Bob
Choate.
Sean P. Conway
Julie A. Cozad,
Mike Freeman
Barbara Kirkmeyer
Steve Moreno, Chair
Approve
Recommendation
Schedule
Work Session
Other/Comments:
CONTRACT AGREEMENT EXTENSION/RENEWAL BETWEEN
THE WELD COUNTY SHERIFF'S OFFICE
AND ARMOR CORRECTIONAL HEALTH SERVICES, INC.
This Agreement Extension/Renewal ("Renewal"), n • n
i',aue and entered into
between the Board of Weld County Commissioners, or, behalfr.r— day ofe Weld County Sheriff's Office, h _reinafter referred to as the
�/ _-� , /, by and
"Department", and Armor Correctional Health
ces, Inc., hereinafter referred to as the "Contractor'.
WHEREAS the parties entered into an agreement (the "Original Agreement") identified by the Weld County Clerk to the
Board of County Commissioners as document No. 2016-3579 approved on 12 28/16.
WHEREAS the parties hereby agree to extend the term of the Original Agreement in accordance with the terms of the
Original Agreement, which is incorporated by reference herein, as well as the terms provided herein.
NOW THEREFORE, in consideration of the premises, the parties hereto covenant and agree as follows:
• The Original Agreement will end on 12 31 18
20.
• The parties agree to extend the Original Agreement for an additional twelve months period, which will begin j 01 2019
and will end on 12 31 2019.
• The Renewal, together with the Original Agreement, constitutes the entire understanding between the parties. The
following change is hereby made to the Contract Documents:
1. The staffing plan (Exhibit A) has been changed to reflect the adjustment of the ratio of Full Time Equivalent (FTE) for
Registered Nurses (RN) to Licensed Nurses (LPN) due to Colorado's shortage of qualified and available LPNs. The Original
Agreement for 10.5 FTE LPNs is reduced to 4.20 FTE LPNs which is a reduction of 6.30 FTE LPNs. The Original Agreement for
8.40 FTE RNs is increased to 14.70 RNs which is an additional 6.30 FTE RNs. The increase for this adjustment is $163,708.00.
2. The Original Agreement assumed a base Average Daily Population (ADP) of 670 inmates. The ADP for 2018 year-to-date is
762 inmates. This represents a 13.8% increase in inmate population. An acuity -based Staffing Plan requires the addition of
2.10 FTE RNs due to patients' needs. The increase for this addition is $214,447.00.
3. There is an annual increase in the pricing for 2019 of 2.7% (% change in CPI -U, Medical Care September '17— September
'18 West Region) of the 2018 pricing of $3,692,350.20. With this increase, $99,693.46,E the 2019 base price is
$3,792,043.66. The total increase of 2019 pricing which includes the Staffing Plan adjustments in items 1 and 2 above will
be $4,170,198.66.
• All other terms and conditions of the Original Agreement remain unchanged,
IN WITNESS WHEREOF, the parties hereto have duly executed the Agreement as of the day, month, and year first above written.
CONTRACTOR: Afn'�c.(
Printed Name
Signature
ATTE;I.
Weld C
BY
-the B..ard
Deputy Cler •` o the Board
oat
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
rbara Kirkmeer, Chai
.JAN 2 8 ZT19
ad /6-J57%
RESOLUTION
RE: APPROVE FACILITY AGREEMENT FOR ELECTRONIC MEDICAL RECORDS
SOFTWARE AND AUTHORIZE CHAIR TO SIGN - COREMR, L.C.
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 Facility Agreement for Electronic
Medical Records Software between the County of Weld, State of Colorado, by and through the
Board of County Commissioners of Weld County, on behalf of the Sheriff's Office, and CorEMR,
L.C., 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 Facility Agreement for Electronic Medical Records Software between
the County of Weld, State of Colorado, by and through the Board of County Commissioners of
Weld County, on behalf of the Sheriff's Office, and CorEMR, L.C., 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 27th day of December, A.D., 2017.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
ATTEST:, ..,&;„k„
Weld County Clerk to the Board
BY:
Deputy Clerk
APPROVD AS T
ounty Attorney
arbara Kirkmeyer
Date of signature: 0///?/8
Julie A. Cozad, Chair
Steve Moreno, Pro-Tem
cc SOCJO/ m£,)
OI/tq/I8'
2016-3579
SO0037
COREMR, L.C.
FACILITY AGREEMENT
is Facili Agreement "Facility Agreement") is made and entered into effective as of
the? day of�,c..eA), 2017 ("Effective Date") between CorEMR, L.C., a Utah limited
liability company with its principal office at 430 West 200 North, P.O. Box 702, Midway, Utah
84049 ("CorEMR"), and Weld County Correctional Facility located at 2110 O St., Greeley, CO
80631 ("You," and/or "Your").
RECITALS:
A. CorEMR, has developed and owns electronic medical records software and all
intellectual property pertaining thereto to enable the creation, maintenance, storage and access
to electronic medical records for correctional facilities.
B. CorEMR and Armor Correction Health Services, Inc., a Florida corporation
("Armor") have determined it is mutually beneficial to do business together as independent
contractors and have entered into an agreement whereby CorEMR is making available to
ARMOR, for use at certain correctional facilities with which Armor is doing business, CorEMR's
electronic medical records software in accordance with the terms of that agreement and the
accompanying License Agreement. CorEMR and ARMOR are not partners or joint venturers in
such business arrangement, but are independent contractors, and are not sharing profits or
losses.
C. In the event of (i) your agreement with ARMOR expiring or terminating for any
reason; or (ii) the agreement between ARMOR and CorEMR expiring or terminating for any
reason, then in any of such events the right and license granted to ARMOR to use the CorEMR
Medical Records Software (as hereinafter defined) at your Facility shall immediately terminate;
however, CorEMR shall provide a read only version of the medical data for your use.
Additionally, CorEMR will make its Complete Version Medical Records Software, as currently
installed, available to you at the same price as it charged Armor prior to termination for the
remainder of the contract term in existence prior to termination. Thereafter, CorEMR will make
its Medical Records Software available to you on terms mutually agreeable to You and
CorEMR.
1. Other Definitions
a. "ARMOR" means Armor Correctional Health Services, Inc. a Florida corporation
with its principal office located at 4960 S.W. 72nd Ave., Suite 400 Miami, FL 33155.
b. "Facility" means exclusively the correctional facility(ies) located at 2110 O St.,
Greeley, CO 80631, also referred to "You" and/or "Your."
c. "Medical Records Software" means the software package developed and
distributed by CorEMR which runs on computer servers and includes the software, programs,
modules and documentation developed by CorEMR to enable the creation, maintenance,
storage and access of electronic medical records and related electronic procedures and
services, and includes all enhancements, upgrades, modifications and additions.
d. "Server" means the single computer server at the Facility operated and
maintained by ARMOR.
e. "Use" or "Using" means to access, install, download and/or benefit from using
the functionality of the Medical Records Software.
2. Software Use at the Facility.
2.1 In General. As long as (a) You are not in default under Your agreement
with ARMOR; (b) Your agreement with ARMOR has not expired or terminated for any reason;
(c) ARMOR is not in default under its agreement with CorEMR; (d) the agreement between
ARMOR and CorEMR has not expired or terminated for any reason including, without limitation,
payment of fees to CorEMR for the license and Use of the Medical Records Software, CorEMR
has granted ARMOR a non-exclusive license to Use the Medical Records Software in
conjunction with their services at Your Facility. The license granted ARMOR is on a non-
exclusive, non -transferable basis,
2.2 Use. Subject to the terms of this Agreement, ARMOR and its staff may
install and Use one production copy and one training/testing copy of the Medical Records
Software on its server(s) at Your Facility. You may use the Medical Records Software under the
terms and conditions of this Facility Agreement. CorEMR is not responsible for any issues,
support, or loss of functionality that may result from installing and using third -party software
(including ARMOR's software) on or with the Medical Records Software. Neither You nor
ARMOR may electronically transmit the Medical Records Software from one computer to
another, over a network or operate the Medical Records Software via the internet except over a
secured connection.
2.3 No Modification. Neither You nor ARMOR may customize, modify,
translate or extend the functionality of the Medical Records Software.
2.4 Term/Termination. The Term of this Agreement and the license granted
ARMOR to use the CorEMR Medical Records Software at Your Facility shall commence as of
the Effective Date and shall automatically and without further notice terminate upon the earlier
of: (a) the mutual agreement of the Parties to terminate the same; (b) Your default under Your
agreement with ARMOR; (c) Your agreement with ARMOR expiring or terminating for any
reason; (d) ARMOR becoming in default under its Agreement with CorEMR; (e) the Agreement
between ARMOR and CorEMR expiring or terminating for any reason.
2.5 Read Only Agreement on Termination. Upon termination of this Facility
Agreement and/or the license granted ARMOR to use the Medical Records Software at Your
Facility for any reason or no reason, CorEMR shall promptly provide You and ARMOR a stand
alone, read only program (and license to use the same) which will allow You and ARMOR to
search for, view and print medical records pertaining to inmates at Your Facility in the same
format in which the data was stored immediately preceding termination of this Agreement, along
with a data schema describing how data is stored.
3. Intellectual Property Ownership, Copyright Protection. The Medical Records
Software and all copies thereof are the intellectual property of and are owned exclusively by
CorEMR. The structure, organization and code of the Medical Records Software are the
2
valuable trade secrets and confidential and proprietary information of CorEMR to which they
retain title. This Agreement does not grant either ARMOR or You any intellectual property rights
in the Medical Records Software and all such rights are reserved by CorEMR. The Medical
Records Software is licensed to ARMOR, not sold, and neither ARMOR nor You have any
ownership of any kind in or to the Medical Records Software. Likewise, CorEMR has no
ownership, or claim of ownership, of any medical data (or intellectual property rights therein)
that may be stored on the databases stored on the Server(s) or accessed via the Medical
Records Software for Your Facility.
4. Additional Restrictions. CorEMR reserves all rights not expressly granted to
either ARMOR or You. Without limiting the generality of the foregoing, you shall not, nor shall
you permit, any other party to: (i) use the Software except pursuant to the terms of this License
Agreement; (ii) disassemble, decompile, unbundle, reverse engineer, or translate any part of the
Software, or otherwise attempt to reconstruct or discover the source code of the Software,
except and only to the extent that such activity is expressly permitted by applicable law
notwithstanding this limitation; or (iii) modify or create derivative works based on the Software;
or (iv) externally distribute, sublicense, resell, encumber, or otherwise transfer the Software; or
(v) rent, lease, lend, or use the Software for timesharing or bureau use; or (vi) allow a third party
to inspect (excepting NCCHC, ACA and other similar situations on a need -to -know basis), copy,
access, or use the Software; or (vii) disclose the results of any benchmark test of the Software
to a third party without the prior written approval of CorEMR; or (viii) take any actions that would
cause the Software to become subject to any open source or quasi -open source license
agreement. The Software contains trade secrets and confidential information, and You shall
exercise reasonable and customary efforts for Your industry to protect the same against transfer
or disclosure to, or discovery by, other persons not authorized by CorEMR. In the event you
create, or cause to be created, any derivative work or modification to the Software, in violation
of this Agreement or otherwise, all such derivative works and/or modifications (including all
related intellectual property) created by or for you is hereby assigned to CorEMR in their
entirety.
5. Limitation on CorEMR's Obligations. CorEMR shall have no responsibility,
obligation, or liability of any kind or nature to ARMOR, You, any inmates at the Facility, or to any
third persons or legal entities, for, or arising out of, any aspects of any of the following:
A. Any and all aspects of the Server(s); the location, maintenance, repair,
replacement and security of the Server(s); the control of or responsibility for the Server(s); and
all other aspects of the Servers, including, without limitation, electrical power availability,
backup, environmental controls including humidity and temperature, and/or all other physical
aspects of the Server(s);
B. The input, form, content, completeness and/or accuracy of any medical
records, coding or billing;
C. Security, access to and privacy of the applicable computer hardware,
electronic medical records, including user names, passwords, credentials, keys, encryptions
(except for security measures built in by CorEMR), etc. ;
site;
D. Remote access for anyone to medical records stored on -site and/or off -
E. Medical and billing pertaining to medical services at the Facility and the
3
form, content, completeness and accuracy of all medical records, coding and billing (except to
the extent such inaccuracies are exclusively due to the software or failure thereof);
F. Privacy pertaining to on -site and off -site medical records, whether stored
electronically or otherwise, including compliance with state and federal privacy laws and
including HIPAA and HIPAA Security Rule, if applicable; and
G. The medical care including diagnosis, treatment and medication
dispensing for any and all inmates at the Facility.
6. Updates. Except as otherwise expressly provided herein, the License Agreement
between CorEMR and ARMOR will govern any Software updates, modifications,
enhancements, upgrades, patches, pre -releases (BETA), tryout, evaluation or product sampler
that may be provided for use at Your Facility in accordance with CorEMR's then -current
maintenance and support policies, unless such updates, modifications, enhancements and/or
upgrades are provided under separate license agreement. ARMOR may use such updates,
modifications, enhancements and/or upgrades, etc. for Your Facility only in conjunction with the
license granted to it and such updates, modifications, enhancements and/or upgrades, etc. are
covered thereby.
7. Limited Warranty. CorEMR has warranted to ARMOR that the Medical Records
Software will enable its properly trained users thereof at Your Facility to create, maintain,
access, and make additions to electronic medical records, and medical data and will enable
ARMOR's properly trained personnel at the Facility to backup the electronic medical records
created thereby on site and/or at a remote location if proper equipment and backup software is
used on the Servers at the Facilitiy Non -substantial variations of performance do not establish a
warranty right. To make a warranty claim, ARMOR must notify CorEMR in writing of the specific
defect or failure claimed within 90 days of the time it new or should have known of any defect or
failure. If the Software does not perform substantially in accordance with this Limited Warranty,
this Facility Agreement may be terminated by ARMOR or you and the entire liability of CorEMR
and the sole remedy of ARMOR and the Facility shall be limited to either, at CorEMR's option,
the replacement of the Software or the refund of the Initial Set Up Fee and Monthly Service
Fees actually paid to date pertaining to Your Facility; and in any such event, ARMOR shall be
obligated to return to CorEMR the Software and You shall fully cooperate therein. THIS
LIMITED WARRANTY SHALL NOT APPLY TO ANY SOFTWARE UPDATES, UPGRADES,
MODIFICATIONS, ENHANCEMENTS, PATHCES, PRE -RELEASES (BETA), TRYOUTS,
EVALUATIONS OR PRODUCT SAMPLERS, ALL OF WHICH ARE LICENSED "AS IS"
WITHOUT WARRANTY OF ANY KIND. THIS LIMTED WARRANTY SET FORTH IN THIS
SECTION GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE ADDITIONAL RIGHTS,
WHICH MAY VARY FROM JURISDICTION TO JURISDICTION.
8. No Other Warranties. EXCEPT AS EXPRESSLY WARRANTED ABOVE IN
SECTION 7, THE SOFTWARE IS PROVIDED "AS IS," WITHOUT WARRANTY OR
REPRESENTATION OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR ARISING FROM
COMMON LAW, CUSTOM, USAGE OR OTHERWISE, OR STATUTORY, INCLUDING
WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF NON -INFRINGEMENT,
MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, OR PERTAINING TO
TITLE, INTEGRATION, ACCURACY, SECURITY OR AVAILABILITY. ANY EXPRESS
WARRANTY MADE OUTSIDE OF THIS Facility AGREEMENT IS EXCLUDED AND
SUPERSEDED BY THE TERMS OF THIS Facility AGREEMENT. COREMR DOES NOT
REPRESENT OR WARRANT THAT THE SOFTWARE WILL SATISFY EITHER YOUR OR
4
ARMOR'S REQUIREMENTS, THAT IT IS WITHOUT MATERIAL DEFECT OR ERROR, AND
THAT THE OPERATION THEREOF WILL NOT BE UNINTERRUPTED OR ERROR FREE
FOR ANY MATERIAL TIME. COREMR DOES NOT AND CANNOT WARRANT THE
PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE. Some
jurisdictions do not allow certain disclaimers or limitations of warranties, so some of these may
not apply to you.
9. Exclusion of Certain Damages. UNDER THIS FACILITY AGREEMENT, TO
THE FULLEST EXTENT PERMITTED BY LAW, NO PARTY IN ANY CASE SHALL BE LIABLE
FOR INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL
LOSS OR DAMAGE OF ANY KIND, INCLUDING WITHOUT LIMITATION, ANY LOSS OF USE,
LOST OR DAMAGED DATA, ANY INABILITY TO ACCESS OR RETRIEVE DATA, OTHER
COMMERCIAL, MEDICAL OR ECONOMIC LOSS, OR FOR ANY INDIRECT, STATUTORY,
LOSS OF PROFITS, LOSS OF REVNENUE OR BUISINESS, COSTS OF COVERAGE,
AND/OR EQUIPMENT DOWNTIME ARISING FROM OR RELATING TO THIS FACILITY
AGREEMENT OR FROM THE USE OR INABILITY TO USE THE MEDICAL RECORDS
SOFTWARE, REGARDLESS OF THE FORM OF ACTION AND EVEN IF COREMR HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THIS DISCLAIMER OF
LIABILITY/DAMAGES WILL NOT BE AFFECTED IF ANY REMEDY PROVIDED HEREIN
FAILS IN ITS ESSENTIAL PURPOSE. Some jurisdictions do not allow certain exclusions or
limitations of liability, so some of these may not apply to you.
10. Limitation of Liability. THE AGGREGATE LIABILITY OF COREMR ARISING
FROM OR RELATING TO THIS FACILITY AGREEMENT OR YOUR FACILITY'S USE OR
INABILITY TO USE THE MEDICAL RECORDS SOFTWARE (REGARDLESS OF THE FORM
OF ACTION OR CLAIM, WHETHER CONTRACT, WARRANTY, TORT, EQUITABLE AND/OR
OTHERWISE) SHALL NOT EXCEED THE AMOUNT OF ALL INITIAL SET UP FEES AND
MONTHLY SERVICE FEES PAID BY ARMOR FOR THE SOFTWARE LICENSE GRANTED
FOR USE AT YOUR FACILITY..
11. Sole Remedy and Allocation of Risk. YOUR SOLE AND EXCLUSIVE
REMEDY AND COREMR'S SOLE AND EXCLUSIVE LIABILITY UNDER THIS LICENSE
AGREEMENT IS SET FORTH IN THIS FACILITY AGREEMENT. This Facility Agreement
defines a mutually agreed -upon allocation of risk.
12. Severability. If a court of competent jurisdiction determines that any provision of
this Facility Agreement is invalid or unenforceable or contrary to applicable law, such provision
shall be construed, limited, or altered, as necessary, to eliminate the invalidity or
unenforceability or the conflict with applicable law, and all other provisions of this Facility
Agreement shall remain in effect.
13. Construction. No rule of strict construction shall apply against or in favor of
either party in the construction and interpretation of this Facility Agreement and/or the Master
Agreement. The Recitals to this Facilities Agreement are incorporated herein and made a part
hereof.
14. Assignment. Neither ARMOR nor You may assign, sublicense, or transfer this
Facility Agreement, any rights or obligations under this Facility Agreement, the Medical Records
Software, or any enhancements, updates, upgrades, modifications, or amendments to the
Medical Records Software. CorEMR may not assign or transfer this Facility Agreement and its
rights and obligations hereunder at its discretion to any third person or legal entity without your
5
prior permission.
15. Force Majeure. Neither CorEMR, ARMOR nor You shall be liable to the other(s)
or be deemed to be in breach of this Facility Agreement for any failure or delay in rendering
performance arising out of causes beyond its reasonable control and without its fault or
negligence. Such causes may include, but are not limited to, acts of God or the public enemy,
fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes and unusually severe
weather.
16. Entire Agreement. This Facility Agreement and the Master Agreement and
Master License Agreement between CorEMR and ARMOR set forth the entire understanding
and agreement between the parties relating to the subject matter hereof. This Facility
Agreement may be amended only by a writing signed by all parties. Any waiver of or promise
not to enforce any right under this Facility Agreement shall not be enforceable unless evidenced
by a writing signed by the party making such waiver or promise. ANY TERMS AND
CONDITIONS OF ANY PROPOSAL, OR OTHER WRITING OR DOCUMENT SUBMITTED TO
YOU, OR BY YOU, IN CONNECTION WITH THE MEDICAL RECORDS SOFTWARE THAT
ARE IN ADDITION TO, DIFFERENT FROM, OR INCONSISTENT WITH THE TERMS AND
CONDITIONS OF THIS FACILITY AGREEMENT ARE NOT BINDING ON COREMR AND ARE
INEFFECTIVE. ONLY AUTHORIZED MANAGERS (NOT SALES PERSONS) OF COREMR
HAVE AUTHORITY, ON BEHALF OF COREMR, TO MODIFY THIS FACILITY AGREEMENT
OR TO MAKE ANY WARRANTY, REPRESENTATION, OR PROMISE THAT IS DIFFERENT
THAN OR IN ADDITION TO THE WARRANTIES, REPRESENTATIONS, OR PROMISES
EXPRESSLY SET FORTH IN THIS FACILITY AGREEMENT.
^O IN WIT$SS WHEREOF the Parties have executed this Facility Agreement effective the
O1.7 day of ,W. .' , 2017.
Weld County
Julie A. Cozad, Chair, Board of
Weld County Commissioners
DEC 2 7 2017
uthorized Signature
6
026/4,- 67i
Coirth'aci 1581
BOARD OF COUNTY COMMISSIONERS
PASS -AROUND REVIEW
RE: Jail Inmate Medical Services Extension with Annual Increase
DEPARTMENT: Weld County Sheriff's Office DATE:
PERSON REQUESTING: Matthew J. Elbe
Brief description of the problem/issue:
The Weld County Sheriff's Office has a contract in place with Armor Correctional Health Services, Inc. on a
three year term for Inmate Medical Services. Each year of this contract, an extension is done to address any annual
increases as set forth in the original contract agreement. Following the Boulder -Denver CPI rate increase for 2017
from 2016 of 3.1%, this creates an annual increase for this contract during 2018 of $ l 1 1,021.20. This brings the
total cost of this contract for the year of 2018 to $3,692,350.20. This 3.1% increase is below the 5% annual
increase maximum allowed per this contract.
The previous language of an "on -sight" medical records server in Armor's original bid proposal has been
changed to reflect actual practice of the medical records data, which is a "cloud base" system and not an on -
sight system. The new articulation guarantees the County the same price in case the contract terminates and
makes sure the medical data is safe. To further safeguard the County financially in the event the contract
between Armor is terminated, a facilities agreement has been signed between the County and CorEMR, third
party for whom our inmate medical data is managed via the County's contract with Armor Correctional Health
Services, Inc.
What options exist for the Board? (Include consequences, impacts, costs, etc. of options)
The Board could refuse to agree with this extension and annual increase and language clarifying medical data
storage, terminate the contract and go back out to bid for Inmate Medical Services. Or they could agree to this
extension and the annual increase as is set forth in the original contract and the recommended medical data
amendment.
Recommendation:
It is recommended that the Board agree to this extension with the annual increase and amendment language for
how medical records and data is stored. Armor Correctional Health Services, Inc. has done a great job providing
Inmate Medical Services at the Weld County Jail in their first year of this contract. The annual increase is within
the limits of the original contract and is appropriate. The amended medical records and data language accurately
reflect current practice. County Attorney Frank Haug, the County Information Technologies Director Ryan Rose
and Lieutenant Brandon Cody with the Sheriff Office are in agreement with the recommendation for approval by
the Board.
J� 7
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so 0-a/,t.c��
/02-021- /7
o?or'G - 3579
5006 39
Sean P. Conway
Julie A. Cozad, Chair
Mike Freeman
Barbara Kirkmeyer
Steve Moreno, Pro -Tern
Approve Schedule
ItiNgubmtbdatio Work Session
Other/Comments:
tivViros,,t lA�l�l
CONTRACT AGREEMENT EXTENSION/RENEWAL BETWEEN
THE WELD COUNTY SHERIFF'SOFFICE
AND ARMOR CORRECTIONAL HEALTH SERVICES, INC.
This Agreement Extension/Renewal ("Renewal"), made and entered intdC2- day of ' , 2017, by and between
the Board of Weld County Commissioners, on behalf of the Weld County Sheriff's Office, hereinafter referred to as the
"Department", and Armor Correctional Health Services, Inc. hereinafter referred to as the "Contractor".
WHEREAS the parties entered into an agreement (the "Original Agreement") identified by the Weld County Clerk to the
Board of County Commissioners as document No. 2016-3579 approved on 12/28/2016.
WHEREAS the parties hereby agree to extend the term of the Original Agreement in accordance with the terms of the
Original Agreement, which is incorporated by reference herein, as well as the terms provided herein.
NOW THEREFORE, in consideration of the premises, the parties hereto covenant and agree as follows:
• The Original Agreement will end on 12/31/2017.
• The parties agree to extend the Original Agreement for an additional 12 month period, which will begin 01/01/2018, and
will end on 12/31/2018.
• The Renewal, together with the Original Agreement, constitutes the entire understanding between the parties. The
following change is hereby made to the Contract Documents:
1. There is an annual increase in the pricing for 2018 of 3.1% of the 2017 pricing of $3,581,329.00. This 3.1% increase is
based on the Denver -Boulder CPI increase from 2016 to 2017 and is per the original contract. With this increase, the
2018 pricing will be $3,692,35O.2O.
2. Previous Language of an "on -site" medical records server in Armor's original bid proposal has been proposed and
verbally agreed in an Addendum to reflect actual practice of the medical records data storage, which is a "cloud base"
system and not an on -site system. The new articulation guarantees the County the same price in case the contract
terminates and makes sure the medical data is safe. This further safeguards the County financially, in the event the
contract between Armor is terminated, a facilities agreement is being signed between the County and Cor-EMR, the
third party for whom our inmate medical data is managed via the County's contract with Armor Correctional Health
Services, Inc. The Addendum and this extension are being signed concurrently.
• All other terms and conditions of the Original Agreement remain unchanged.
IN WITNESS WHEREOF, the parties hereto have duly executed the Agreement as of the day, month, and year first above written.
CONTRACTOR: AiQafo!
ut 6,' -7— / H A EElt4 *,J
ed Name .
Signature
ATTEST:
BOARD OF WELD COUNTY COMMISSIONERS
Julie A. Cozad,
gEC 20
ld Co. ty Clerk to the Board
puty Cl-`k to the
020/6-e-11
ADDENDUM TO AGREEMENT FOR PROFESSIONAL SERVICES
This Addendum to the Agreement for Professional Services (the
"Agreement") entered into by and between the County of Weld, Colorado ("Weld"
or the "County") and Armor Correctional Health Services, Inc. ("Armor") is
effective as of this R7 "day of /V0 I/04ER, , 2017.
WHEREAS, Armor and the County entered into the Agreement on December
28th, 2016;
WHEREAS, the parties desire to add an addendum to the Agreement as it
pertains to the electronic health record system, specifically, the County has requested
that the electronic health record system be installed and maintained as a cloud hosted
application instead of the initial proposal by Armor to install server hardware and
have the application hosted locally at the County;
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties hereto agree as follows:
1. First Tier Support
End User hardware is owned by Armor. Armor hardware is installed on a
network owned and maintained by Weld County. Weld County is allowed
full access to the onsite hardware. Weld County can install any required
software to meet the needs of the county. Weld County will install and
maintain virus protection on all applicable devices on the network. Weld
County will maintain sole administrative rights to all hardware. Armor
employees will be provided with user access as needed to provide health
care services. Weld County support desk will serve as the first -tier support
for any IT related issues. If the support desk identifies an issue with
Hardware owned by Armor or other issue they are unable to correct the
problem is escalated to Second Tier support
2. Second Tier support
Armor Clinical Technology team will serve as the Second -Tier support to
assist in obtaining any replacement hardware or to assist in fixing a problem
in conj unction with the Weld County support desk team. Armor will be
responsible for replacing/repairing any Armor hardware that is in need of
replacement/repair
1
Weld County should not be responsible for any additional fees that may be
associated with any changes in server hosting that are not directly related to a
change required by Weld County. See Exhibit B for costs related to the Cloud.
3. Ownership
All data stored as part of the Electronic Health Record becomes the sole
property of Weld County. Armor is the custodian of the medical record while
this contract is in place. CorEMR, the medical records software, is licensed to
Armor, not sold and Armor does not have any ownership of any kind in or to
the Medical Records Software. Likewise, CorEMR has no ownership, or claim
of ownership, of any medical data (or intellectual property rights therein) that
may be stored on the databases stored on the Server(s) or accessed via the
Medical Records Software at Weld County.
Electronic Health Record data will always be stored within the USA. The
location of the data storage facility has been disclosed to Weld County. The
location of data storage will not be relocated without notification in writing
being made to Weld County.
The equipment listed in Exhibit C that has been purchased by Armor will
remain Armor owned equipment unless otherwise mutually agreed.
4. Regulatory Compliance
a) Armor and Armor employees will operate within the guidelines of the
CJIS Security Policy. https://www.fbi.gov/file-repository/cjis-
security-policy-v5_6 20170605.pdf
b) Armor and Armor employees will operate within the guidelines of the
I-IIPAA policy. https://www.hhs.gov/hipaa/for-
professional s/security/laws-regulations/index.html
c) The information contained within the electronic health record will be
transferred, maintained and stored in accordance with CJIS Security
Policy and HIPAA Regulations.
5. In the Event of Contract Termination
CorEMR Application
Armor will facilitate a facility agreement between CorEMR and Weld County
which will allow for CorEMR to make its Medical Records Software available
to Weld County at the same price as it charged Armor prior to termination for
the remainder of the contract term in existence prior to termination.
Thereafter, CorEMR will make its Medical Records Software available to
Weld County on terms mutually agreeable to Weld County and CorEMR. The
facility agreement will also allow for a read only version of the medical data
for use at Weld County and the license to use that software at no cost. The
data schema and SQL database will also be provided by CorEMR.
Database Hosting, Storage and Maintenance
Armor will maintain hosting, storage and maintenance of the medical records
database while this contract is in effect. In the event of termination, Armor
will transfer the current hosting, storage and maintenance agreement in effect
between Armor and the service provider which will insure that the Medical
Records Data is available to Weld at the same price charged to Armor prior to
termination for the remainder of the contract term in existence prior to
termination. Thereafter, the service provider will provide services on terms
mutually agreeable to them and Weld County.
IN WITNESS WHEREOF, the parties hereto have signed this Addendum this
7re'day of No✓67Z(6'E,e, 2017.
Armor
By: 04,244.4.„(w)
V�_A \
Name: • CTo-R rA -
Title: 51/P
Date: (e740(7
Weld County Attest: didiet) `&441;t1
Weld • my Clerk to th- Board
By:
Deput and
Board of County Commissi
Weld County, Colorado
Julie A. Cozad, Ch
DEC 2 7 2017
/e x'79
EXHIBIT B
Cloud Based per year
Secure Domain Registration
Server Maintenance
Secure Server Access
Monthly
n/a
$500.00
$1,335.00
Annual
Total
Annual
$100.00
$6,000.00
$16,020.00
$22,120.00
3 Year Cost ($22,120 X 3)
$66,360.00
EXHIBIT C
ARMOR OWNED EQUIPMENT
13 Dell Optiplex Desktop PCs
9 15.6" Dell Laptops
HP Desktop Printer
2 Document Scanners
HP Laserjet Printer
Total (excludes labor)
$11,916.87
$7,825.46
$125.00
$2,129.48
$800.62
$22,797.43
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN WELD COUNTY & Armor Correctional Health
Services, Inc. Inmate Medical Services
THIS AGREEMENT is made and entered into this 7th day of December, 2016, by and between the
County of Weld, a body corporate and politic of the State of Colorado, by and through its Board of County
Commissioners, whose address is 1150 "O" Street, Greeley, Colorado 80631 hereinafter referred to as
"County," and Armor Correctional Health Services, Inc., whose address is 4960 SW 72 Ave. Suite 400, Miami,
Florida 33155 hereinafter referred to as "Contract Professional".
WHEREAS, County desires to retain Contract Professional as an independent Contract Professional to
perform services as more particularly set forth below; and
WHEREAS, Contract Professional has the ability, qualifications, and time available to timely perform
the services, and is willing to perform the services according to the terms of this Agreement.
WHEREAS, Contract Professional is authorized to do business in the State of Colorado and has the
time, skill, expertise, and experience necessary to provide the services as set forth below;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the
parties hereto agree as follows:
1. Introduction.
The terms of this Agreement are contained in the terms recited in this document and in Exhibits A and B,
each of which forms an integral part of this Agreement. Exhibits A and B are specifically incorporated herein by
this reference. County and Contract Professional acknowledge and agree that this Agreement, including
specifically Exhibits A and B, define the performance obligations of Contract Professional and Contract
Professional's willingness and ability to meet those requirements.
Exhibit A consists of County's Request for Proposal (RFP) as set forth in "Proposal Package No.
B 1600169". The RFP contains all of the specific requirements of County.
Exhibit B consists of Contract Professional's Response to County's Request for Proposal. The Response
confirms Contract Professional's obligations under this Agreement.
In the event of a conflict between the agreement and the incorporated exhibits, the order of precedence is
as follows: first, this Agreement; second, Exhibit B — the Contract Professionals Response; and third, Exhibit A
— the RFP.
2. Service or Work. Contract Professional agrees to procure the materials, equipment and/or products necessary
for the project and agrees to diligently provide all services, labor, personnel and materials necessary to perform
and complete the project described in Exhibit A which is attached hereto and incorporated herein by reference,
subject to clarifications/assumptions/exceptions set forth in Exhibit B. Contract Professional shall coordinate with
Weld County to perform the services described on attached Exhibits A and B. Contract Professional shall
faithfully perform the work in accordance with the standards of professional care, skill, training, diligence and
judgment provided by highly competent Contract Professionals performing services of a similar nature to those
described in this Agreement. Contract Professional shall further be responsible for the timely completion, and
acknowledges that a failure to comply with the standards and requirements of Exhibits A and B within the time
limits prescribed by County may result in County's decision to withhold payment or to terminate this Agreement.
a�,,�� Le:
5 Jo)Q -207o/6- 67
X?
/ /a-8 / So to 57
3. Term. The term of this Agreement shall commence on the /41" day of FjjA, 2011,
and shall continue through and until Contract Professional's completion of the responsibilities described in
Exhibit A, subject to clarifications/assumptions/exceptions set forth in Exhibit B. Both of the parties to this
Agreement understand and agree that the laws of the State of Colorado prohibit County from entering into
Agreements which bind County for periods longer than one year. Therefore, within the thirty (30) days
preceding the anniversary date of this Agreement, County shall notify Contract Professional if it wishes to
renew this Contract.
4. Termination. County has the right to terminate this Agreement, with or without cause on thirty (30) days
written notice. Furthermore, this Agreement may be terminated at any time without notice upon a material
breach of the terms of the Agreement. However, nothing herein shall be construed as giving Contract
Professional the right to provide services under this Agreement beyond the time when such services become
unsatisfactory to the County.
If this Agreement is terminated by County, Contract Professional shall be compensated for, and such
compensation shall be limited to, (1) the sum of the amounts contained in invoices which it has submitted and
which have been approved by the County; (2) the reasonable value to County of the services which Contract
Professional provided prior to the date of the termination notice, but which had not yet been approved for
payment; and (3) the cost of any work which the County approves in writing which it determines is needed to
accomplish an orderly termination of the work. County shall be entitled to the use of all material generated
pursuant to this Agreement upon termination.
Upon termination, County shall take possession of all materials, equipment, tools and facilities owned by
County which Contract Professional is using, by whatever method it deems expedient; and, Contract Professional
shall deliver to County all drawings, drafts or other documents it has completed or partially completed under this
Agreement, together with all other items, materials and documents which have been paid for by County, and these
items, materials and documents shall be the property of County. Copies of work product incomplete at the time of
termination shall be marked "DRAFT -INCOMPLETE."
Upon termination of this Agreement by County, Contract Professional shall have no claim of any kind
whatsoever against the County related to the decision to terminate except for compensation for work
satisfactorily performed and/or materials described herein properly delivered.
5. Extension or Modification. Any amendments or modifications to this agreement shall be in writing signed
by both parties. No additional services or work performed by Contract Professional shall be the basis for
additional compensation unless and until Contract Professional has obtained written authorization and
acknowledgement by County for such additional services. Accordingly, no claim that the County has been
unjustly enriched by any additional services, whether or not there is in fact any such unjust enrichment, shall be
the basis of any increase in the compensation payable hereunder. In the event that written authorization and
acknowledgment by the County for such additional services is not timely executed and issued in strict accordance
with this Agreement, Contract Professional's rights with respect to such additional services shall be deemed
waived and such failure shall result in non-payment for such additional services or work performed. In the event
the County shall require changes in the scope, character, or complexity of the work to be performed, and said
changes cause an increase or decrease in the time required or the costs to the Contract Professional for
performance, an equitable adjustment in fees and completion time shall be negotiated between the parties and this
Agreement shall be modified accordingly by a supplemental Agreement. Any claims by the Contract Professional
for adjustment hereunder must be made in writing prior to performance of any work covered in the anticipated
supplemental Agreement. Any change in work made without such prior supplemental Agreement shall be
deemed covered in the compensation and time provisions of this Agreement.
6. Compensation/Contract Amount. Upon Contract Professional's successful monthly completion of the
services, and County's acceptance of the same, County agrees to pay, on a monthly basis, an amount no greater
than the monthly proportion of the annualized total of $3,581,329, which is the bid set forth in Exhibit B,
together with any cap overages. Contract Professional acknowledges no payment in excess of that amount will
be made by County unless a "change order" authorizing such additional payment has been specifically approved
by the Director of Weld County Public Works, or by formal resolution of the Weld County Board of County
Commissioners, as required pursuant to the Weld County Code, or as set for in this Agreement and incorporated
Exhibits. In no event shall County be liable for payment for services rendered and expenses incurred by Contract
Professional under the terms of this Agreement for any amount in excess of the sums of the bid amount set forth
in Exhibit B. Contactor acknowledges that any work it performs beyond that specifically authorized by County
is performed at Contract Professional's risk and without authorization under this Agreement. County shall not be
liable for the payment of taxes, late charges or penalties of any nature other than the compensation stated herein.
If, at any time during the term or after termination or expiration of this Agreement, County reasonably
determines that any payment made by County to Contract Professional was improper because the service for
which payment was made did not perform as set forth in this Agreement, then upon written notice of such
determination and request for reimbursement from County, Contract Professional shall forthwith return any such
undisputed payment(s) to County. Upon termination or expiration of this Agreement, unexpended funds
advanced by County, if any, shall forthwith be returned to County.
County will not withhold any taxes from monies paid to the Contract Professional hereunder and
Contract Professional agrees to be solely responsible for the accurate reporting and payment of any taxes related
to payments made pursuant to the terms of this Agreement.
Except for expenses incurred pursuant to this Agreement and incorporated Exhibits, County shall have
no obligations under this Agreement after, nor shall any payments be made to Contract Professional in respect of
any period after December 31 of any year, without an appropriation therefore by County in accordance with a
budget adopted by the Board of County Commissioners in compliance with Article 25, title 30 of the Colorado
Revised Statutes, the Local Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment
(Colorado Constitution, Article X, Sec. 20).
7. Independent Contract Professional. Contract Professional agrees that it is an independent Contract
Professional and that Contract Professional's officers, agents or employees will not become employees of
County, nor entitled to any employee benefits from County as a result of the execution of this Agreement.
Contract Professional shall perform its duties hereunder as an independent Contract Professional. Contract
Professional shall be solely responsible for its acts and those of its agents and employees for all acts performed
pursuant to this Agreement. Contract Professional, its employees and agents are not entitled to unemployment
insurance or workers' compensation benefits through County and County shall not pay for or otherwise provide
such coverage for Contract Professional or any of its agents or employees. Unemployment insurance benefits will
be available to Contract Professional and its employees and agents only if such coverage is made available by
Contract Professional or a third party. Contract Professional shall pay when due all applicable employment taxes
and income taxes and local head taxes (if applicable) incurred pursuant to this Agreement. Contract Professional
shall not have authorization, express or implied, to bind County to any agreement, liability or understanding,
except as expressly set forth in this Agreement. Contract Professional shall have the following responsibilities
with regard to workers' compensation and unemployment compensation insurance matters: (a) provide and keep
in force workers' compensation and unemployment compensation insurance in the amounts required by law (and
as set forth in Exhibit B provide proof thereof when requested to do so by County.
8. Subcontractors. Contract Professional acknowledges that County has entered into this Agreement in
reliance upon the particular reputation and expertise of Contract Professional. Contract Professional shall not
enter into any subcontractor agreements for the completion of this project without County's prior written
consent, which may be withheld in County's sole discretion. County shall have the right in its reasonable
discretion to approve all personnel assigned to the subject project during the performance of this Agreement and
no personnel to whom County has an objection, in its reasonable discretion, shall be assigned to the project.
Contract Professional shall require each subcontractor, as approved by County and to the extent of the Services
to be performed by the subcontractor, to be bound to Contract Professional by the terms of this Agreement, and
to assume toward Contract Professional all the obligations and responsibilities which Contract Professional, by
this Agreement, assumes toward County. County shall have the right (but not the obligation) to enforce the
provisions of this Agreement against any subcontractor hired by Contract Professional and Contract.
Professional shall cooperate in such process. The Contract Professional shall be responsible for the acts and
omissions of its agents, employees and subcontractors.
9. Ownership. Except for Contract Professional's proprietary systems and information (e.g., our policies and
procedures, which County may use in perpetuity, but not share beyond county, except as legally necessary) all
work and information obtained by Contract Professional under this Agreement or individual work order shall
become or remain (as applicable), the property of County. In addition, all reports, documents, data, plans,
drawings, records and computer files generated by Contract Professional in relation to this Agreement and all
reports, test results and all other tangible materials obtained and/or produced in connection with the performance
of this Agreement, whether or not such materials are in completed form, shall at all times be considered the
property of the County. Contract Professional shall not make use of such material for purposes other than in
connection with this Agreement without prior written approval of County.
10. Confidentiality. Confidential financial information of the Contract Professional should be transmitted
separately from the main bid submittal, clearly denoting in red on the financial information at the top the word,
"CONFIDENTIAL." However, Contract Professional is advised that as a public entity, Weld County must
comply with the provisions of C.R.S. 24-72-201, et seq, with regard to public records, and cannot guarantee the
confidentiality of all documents. Contract Professional agrees to keep confidential all of County's confidential
information. Contract Professional agrees not to sell, assign, distribute, or disclose any such confidential
information to any other person or entity without seeking written permission from the County. Contract
Professional agrees to advise its employees, agents, and consultants, of the confidential and proprietary nature of
this confidential information and of the restrictions imposed by this agreement.
11. Warranty. Contract Professional warrants that the services performed under this Agreement will be
performed in a manner consistent with the professional standards governing such services and the provisions of
this Agreement. Contract Professional further represents and warrants that all services shall be performed by
qualified personnel in a professional and workmanlike manner, consistent with industry standards, and that all
services will conform to applicable specifications.
12. Acceptance of Services Not a Waiver. Upon completion of the work, Contract Professional shall submit to
County originals of all test results, reports, etc., generated during completion of this work. Acceptance by County
of reports and incidental material(s) furnished under this Agreement shall not in any way relieve Contract
Professional of responsibility for the quality and accuracy of the project. In no event shall any action by County
hereunder constitute or be construed to be a waiver by County of any breach of this Agreement or default which
may then exist on the part of Contract Professional, and County's action or inaction when any such breach or
default shall exist shall not impair or prejudice any right or remedy available to County with respect to such breach
or default. No assent, expressed or implied, to any breach of any one or more covenants, provisions or conditions
of the Agreement shall be deemed or taken to be a waiver of any other breach. Acceptance by the County of, or
payment for, the services completed under this Agreement shall not be construed as a waiver of any of the
County's rights under this Agreement or under the law generally.
13. Insurance and Indemnification. Contract Professionals must secure, at or before the time of execution of
any agreement or commencement of any work, the following insurance covering all operations, goods or
services provided pursuant to this request. Contract Professionals shall keep the required insurance coverage in
force at all times during the term of the Agreement, or any extension thereof, and during any warranty period.
The required insurance shall be underwritten by an insurer licensed to do business in Colorado and rated by
A.M. Best Company as "A"VIII or better. Each policy shall contain a valid provision or endorsement stating
"Should any of the above -described policies by canceled or should any coverage be reduced before the
expiration date thereof, the issuing company shall send written notice to the Weld County Director of General
Services by certified mail, return receipt requested. Such written notice shall be sent thirty (30) days prior to
such cancellation or reduction unless due to non-payment of premiums for which notice shall be sent ten (10)
days prior. If any policy is in excess of a deductible or self -insured retention, County must be notified by the
Contract Professional. Contract Professional shall be responsible for the payment of any deductible or self -
insured retention.
The insurance coverages specified in this Agreement are the minimum requirements, and these requirements do
not decrease or limit the liability of Professional. The County in no way warrants that the minimum limits
contained herein are sufficient to protect them from liabilities that might arise out of the performance of the
work under this Contract by the Contract Professional, its agents, representatives, employees, or subcontractors.
The Contract Professional shall assess its own risks and if it deems appropriate and/or prudent, maintain higher
limits and/or broader coverages. The Contract Professional is not relieved of any liability or other obligations
assumed or pursuant to the Contract by reason of its failure to obtain or maintain insurance in sufficient
amounts, duration, or types. The Contract Professional shall maintain, at its own expense, any additional kinds
or amounts of insurance that it may deem necessary to cover its obligations and liabilities under this
Agreement. Any modification to these requirements must be made in writing by Weld County.
The Contract Professional stipulates that it has met the insurance requirements identified herein. The Contract
Professional shall be responsible for the professional quality, technical accuracy, and quantity of all services
provided, the timely delivery of said services, and the coordination of all services rendered by the Contract
Professional and shall, without additional compensation, promptly remedy and correct any errors, omissions, or
other deficiencies.
INDEMNITY: The Contract Professional shall defend, indemnify and hold harmless County, its officers,
agents, and employees, from and against injury, loss damage, liability, suits, actions, or willful acts or
omissions of Contract Professional, or claims of any type or character arising out of the work done by Contract
Professional_ in fulfillment of the terms of this Contract or on account of any act, claim or amount arising or
recovered under workers' compensation law or arising out of the failure of the Contract Professional to conform
to any statutes, ordinances, regulation, law or court decree. The Contract Professional shall be fully responsible
and liable for any and all injuries or damage received or sustained by any person, persons, or property on
account of its performance under this Agreement or its failure to comply with the provisions of the Agreement,
or on account of or in consequence of neglect of the Contract Professional in its methods or procedures; or in its
provisions of the materials required herein, or from any claims or amounts arising or recovered under the
Worker's Compensation Act, or other law, ordinance, order, or decree, except to the extent such arises from
Contract Professional acting in accordance with County directive. This paragraph shall survive expiration or
termination hereof. It is agreed that the Contract Professional will be responsible for primary loss investigation,
defense and judgment costs where this contract of indemnity applies. In consideration of the award of this
contract, the Contract Professional agrees to waive all rights of subrogation against the County its associated
and/or affiliated entities, successors, or assigns, its elected officials, trustees, employees, agents, and volunteers
for losses arising from the work performed by the Contract Professional for the County, except to the extent
such arises from Contract Professional acting in accordance with County directive. A failure to comply with
this provision shall result in County's right to immediately terminate this Agreement.
fypes of Insurance: The Contract Professional shall obtain, and maintain at all times during the term of
any Agreement, insurance in the following kinds and amounts:
Workers' Compensation Insurance as required by state statute, and Employer's Liability Insurance
covering all of the Contract Professional's employees acting within the course and scope of their
employment. Policy shall contain a waiver of subrogation against the County. This requirement shall
not apply when a Contract Professional or subcontractor is exempt under Colorado Workers'
Compensation Act, AND when such Contract Professional or subcontractor executes the appropriate
sole proprietor waiver form.
Commercial General Liability Insurance shall include bodily injury, property damage, and
liability assumed under the contract.
$1,000,000 each occurrence;
$2,000,000 general aggregate;
$1,000,000 Personal Advertising injury
Automobile Liability: Contract Professional shall maintain limits of $1,000,000 for bodily injury per
person, $1,000,000 for bodily injury for each accident, and $1,000,000 for property damage applicable
to all vehicles operating both on County property and elsewhere, for vehicles owned, hired, and non -
owned vehicles used in the performance of this Contract.
Professional Liability (Errors and Omissions Liability)
The policy shall cover professional misconduct or lack of ordinary skill for those positions defined in
the Scope of Services of this contract. Contract Professional shall maintain limits for all claims
covering wrongful acts, errors and/or omissions, including design errors, if applicable, for damage
sustained by reason of or in the course of operations under this Contract resulting from professional
services. In the event that the professional liability insurance required by this Contract is written on a
claims -made basis, Contract Professional warrants that any retroactive date under the policy shall
precede the effective date of this Contract; and that either continuous coverage will be maintained or
an extended discovery period will be exercised for a period of two (2) years beginning at the time
work under this Contract is completed.
Minimum Limits:
Per Loss
Aggregate
$ 1,000,000
$ 2,000,000
Contract Professionals shall secure and deliver to the County at or before the time of execution of this
Agreement, and shall keep in force at all times during the term of the Agreement as the same may be
extended as herein provided, a commercial general liability insurance policy, including public liability
and property damage, in form and company acceptable to and approved by said Administrator,
covering all operations hereunder set forth in the related Bid or Request for Proposal.
Proof of Insurance: County reserves the right to require the Contract Professional to provide a
certificate of insurance, a policy, or other proof of insurance as required by the County's Risk
Administrator in his sole discretion.
Additional Insureds: For general liability Contract Professional's insurer shall name County as an
additional insured.
Waiver of Subrogation: For all coverages, Contract Professional's insurer shall waive subrogation
rights against County for any claim arising out of the acts or omissions of Contract Professional.
Subcontractors: All subcontractors, independent Contract Professionals, sub -vendors, suppliers or
other entities providing goods or services required by this Agreement shall be subject to all of the
requirements herein and shall procure and maintain the same coverage's required of Contract
Professional. Contract Professional shall include all such subcontractors, independent Contract
Professionals, sub -vendors suppliers or other entities as insureds under its policies or shall ensure that
all subcontractors maintain the required coverages. Contract Professional agrees to provide proof of
insurance for all such subcontractors, independent Contract Professionals, sub -vendors suppliers or
other entities upon request by the County.
14. Non -Assignment. Contract Professional may not assign or transfer this Agreement or any interest therein
or claim thereunder, without the prior written approval of County. Any attempts by Contract Professional to
assign or transfer its rights hereunder without such prior approval by County shall, at the option of County,
automatically terminate this Agreement and all rights of Contract Professional hereunder. Such consent may be
granted or denied at the sole and absolute discretion of County.
15. Examination of Records. To the extent required by law, the Contractor agrees that any duly authorized
representative of County, including the County Auditor, shall have access to and the right to examine and audit
any books, documents, papers and records of Contractor, involving all matters and/or transactions related to this
Agreement. The Contractor agrees to maintain these documents for three years from the date of the last payment
received.
16. Interruptions. Neither party to this Agreement shall be liable to the other for delays in delivery or failure
to deliver or otherwise to perform any obligation under this Agreement, where such failure is due to any cause
beyond its reasonable control, including but not limited to Acts of God, fires, strikes, war, flood, earthquakes or
Governmental actions.
17. Notices. County may designate, prior to commencement of work, its project representative ("County
Representative") who shall make, within the scope of his or her authority, all necessary and proper decisions
with reference to the project. All requests for contract interpretations, change orders, and other clarification or
instruction shall be directed to County Representative. The County Representative for purposes of this
Agreement is hereby identified as, Lieutenant Brandon Cody of Weld County Sheriff Office, or his designee.
All notices or other communications (including annual maintenance made by one party to the other concerning
the terms and conditions of this contract shall be deemed delivered under the following circumstances:
(a) personal service by a reputable courier service requiring signature for receipt; or
(b) five (5) days following delivery to the United States Postal Service, postage prepaid addressed to a
party at the address set forth in this contract; or
(c) electronic transmission via email at the address set forth below, where a receipt or acknowledgment
is required by the sending party; or
(d) transmission via facsimile, at the number set forth below, where a receipt or acknowledgment is
required by the sending party.
Either party may change its notice address(es) by written notice to the other.
Notification Information:
Contract Professional:
Attn.: CEO,
Address:
Address:
E-mail:
Facsimile:
With copy to:
Name:
Position:
Address:
Address:
E-mail:
Facsimile:
County:
Name:
Position:
Address:
Address:
E-mail:
Facsimile:
Armor Correctional Health Services, Inc.
Bruce Teal
4960 SW 72 Ave
Suite 400, Miami, FL 33155
bteal@armorcorrectional.com
Armor Correctional Health Services, Inc.
Ken Palombo
COO
4960 SW 72 Ave
Suite 400, Miami, FL 33155
knalombo@armorcorrectional.com
Brandon Cody
Weld County Sheriff Detentions Lieutenant
2110 "O" ST Greeley, CO 80631
bcody@co.weld.co.us
18. Compliance with Law. As set forth in Exhibit B, Contract Professional shall strictly comply with all
applicable federal and State laws, rules and regulations in effect or hereafter established, including without
limitation, laws applicable to discrimination and unfair employment practices.
19. Non -Exclusive Agreement. This Agreement is nonexclusive and County may engage or use other
Contract Professionals or persons to perform services of the same or similar nature.
20. Entire Agreement/Modifications. This Agreement including the Exhibits attached hereto and incorporated
herein, contains the entire agreement between the parties with respect to the subject matter contained in this
Agreement. This instrument supersedes all prior negotiations, representations, and understandings or agreements
with respect to the subject matter contained in this Agreement. This Agreement may be changed or supplemented
only by a written instrument signed by both parties.
21. Fund Availability. Financial obligations of the County payable after the current fiscal year are contingent
upon funds for that purpose being appropriated, budgeted and otherwise made available. Execution of this
Agreement by County does not create an obligation on the part of County to expend funds not otherwise
appropriated in each succeeding year.
22. Employee Financial Interest/Conflict of Interest — C.R.S. §§24-18-201 et seq. and §24-50-507. The
signatories to this Agreement aver that to their knowledge, no employee of Weld County has any personal or
beneficial interest whatsoever in the service or property which is the subject matter of this Agreement. County has
no interest and shall not acquire any interest direct or indirect, that would in any manner or degree interfere with
the performance of Contract Professional's services and Contract Professional shall not employ any person having
such known interests. During the term of this Agreement, Contract Professional shall not engage in any in any
business or personal activities or practices or maintain any relationships which actually conflicts with or in any
way appear to conflict with the full performance of its obligations under this Agreement. Failure by Contract
Professional to ensure compliance with this provision may result, in County's sole discretion, in immediate
termination of this Agreement. No employee of Contract Professional nor any member of Contract
Professional's family shall serve on a County Board, committee or hold any such position which either by rule,
practice or action nominates, recommends, supervises Contract Professional's operations, or authorizes funding
to Contract Professional.
23. Severability. If any term or condition of this Agreement shall be held to be invalid, illegal, or unenforceable
by a court of competent jurisdiction, this Agreement shall be construed and enforced without such provision, to the
extent that this Agreement is then capable of execution within the original intent of the parties.
24. Governmental Immunity. No term or condition of this contract shall be construed or interpreted as a
waiver, express or implied, of any of the immunities, rights, benefits, protections or other provisions, of the
Colorado Governmental Immunity Act §§24-10-10I et seq., as applicable now or hereafter amended.
25. 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.
26. Board of County Commissioners of Weld County Approval. This Agreement shall not be valid until it
has been approved by the Board of County Commissioners of Weld County, Colorado or its designee.
27. Choice of Law/Jurisdiction. Colorado law, and rules and regulations established pursuant thereto, shall be
applied in the interpretation, execution, and enforcement of this Agreement. Any provision included or
incorporated herein by reference which conflicts with said laws, rules and/or regulations shall be null and void.
In the event of a legal dispute between the parties, Contract Professional agrees that the Weld County District
Court shall have exclusive jurisdiction to resolve said dispute.
28. Public Contracts for Services C.R.S. §8-17.5-101. Contract Professional certifies, warrants, and agrees
that it does not knowingly employ or contract with an illegal alien who will perform work under this contract.
Contract Professional will confirm the employment eligibility of all employees who are newly hired for
employment in the United States to perform work under this Agreement, through participation in the E -Verify
program or the State of Colorado program established pursuant to C.R.S. §8-17.5-102(5)(c). Contract
Professional shall not knowingly employ or contract with an illegal alien to perform work under this Agreement
or enter into a contract with a subcontractor that fails to certify with Contract Professional that the subcontractor
shall not knowingly employ or contract with an illegal alien to perform work under this Agreement. Contract
Professional shall not use E -Verify Program or State of Colorado program procedures to undertake pre-
employment screening or job applicants while this Agreement is being performed. If Contract Professional
obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly
employs or contracts with an illegal alien Contract Professional shall notify the subcontractor and County within
three (3) days that Contract Professional has actual knowledge that a subcontractor is employing or contracting
with an illegal alien and shall terminate the subcontract if a subcontractor does not stop employing or contracting
with the illegal alien within three (3) days of receiving notice. Contract Professional shall not terminate the
contract if within three days the subcontractor provides information to establish that the subcontractor has not
knowingly employed or contracted with an illegal alien. Contract Professional shall comply with reasonable
requests made in the course of an investigation, undertaken pursuant to C.R.S. §8-17.5-102(5), by the Colorado
Department of Labor and Employment. If Contract Professional participates in the State of Colorado program,
Contract Professional shall, within twenty days after hiring an new employee to perform work under the
contract, affirm that Contract Professional has examined the legal work status of such employee, retained file
copies of the documents, and not altered or falsified the identification documents for such employees. Contract
Professional shall deliver to County, a written notarized affirmation that it has examined the legal work status of
such employee, and shall comply with all of the other requirements of the State of Colorado program. If
Contract Professional fails to comply with any requirement of this provision or of C.R.S. §8-17.5-101 et seq.,
County, may terminate this Agreement for breach, and if so terminated, Contract Professional shall be liable for
actual and consequential damages.
Except where exempted by federal law and except as provided in C.R.S. § 24-76.5-103(3), if Contract
Professional receives federal or state funds under the contract, Contract Professional must confirm that any
individual natural person eighteen (18) years of age or older is lawfully present in the United States pursuant to
C.R.S. § 24-76.5-103(4), if such individual applies for public benefits provided under the contract. If Contract
Professional operates as a sole proprietor, it hereby swears or affirms under penalty of perjury that it: (a) is a
citizen of the United States or is otherwise lawfully present in the United States pursuant to federal law, (b) shall
produce one of the forms of identification required by C.R.S. § 24-76.5-101, et seq., and (c) shall produce one
of the forms of identification required by C.R.S. § 24-76.5-103 prior to the effective date of the contract.
29. Attorneys Fees/Legal Costs. In the event of a dispute between County and Contract Professional,
concerning this Agreement, the parties agree that each party shall be responsible for the payment of attorney
fees and/or legal costs incurred by or on its own behalf.
30. Binding Arbitration Prohibited: Weld County does not agree to binding arbitration by any extra -judicial
body or person. Any provision to the contrary in this Agreement or incorporated herein by reference shall be
null and void.
Acknowledgment. County and Contract Professional acknowledge that each has read this Agreement,
understands it and agrees to be bound by its terms. Both parties further agree that this Agreement, with the
attached Exhibits A and B, is the complete and exclusive statement of agreement between the parties and
supersedes all proposals or prior agreements, oral or written, and any other communications between the parties
relating to the subject matter of this Agreement.
IN ITNESS WHERE/OF, the parties hereto have signed this Agreement this a0 r day of
�/_ , 2016e!
CONTRACTOR:
Armor Correctional Health Services, Inc.
By: -?
Name: Ken Palombo
Title: COO
Date 12/15/2016
WELD TOUP t��jj'' JC/.L0��.GT.Y , L
ATTEST:
Weld C ty lerk to the Boa d
BY
Deputy Cle
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
Mike Freeman, Chair DEC 2 8 201{,
doa,-397y
INN at) CCAnstrit
STh\JE WE MS
TO:
FROM:
DATE:
SUBJECT:
Board of County Commissioners
Lieutenant Brandon Cody & Inmate Services Director Matt Elbe
11/05/2016
Inmate Medical Services -- Bid #B1600169
A competitive bidding process for Inmate Medical Services commenced on October 13th, 2016.
p
Bids from Correct Care Solutions, LLC (CCS), Armor Correctional Health Services, Inc (Armor)
and Southwest Correctional Medical Group Inc (SWCMG) were received and opened on
November 21, 2016.
Proposed:
SWCMG
Monthly w/out performance bond $366,299
Annual w/out performance bond $4,395,587
CCS
Monthly w/out performance bond $323,706
Annual w/out performance bond $3,884,472
ARMOR
Monthly w/out performance bond $292,475.17
Annual w/out performance bond $3,509,702
Monthly w/performance bond $370,757
Annual w/performance bond $4,449,587
Monthly w/performance bond $328,706
Annual w/performance bond $3,944,472
Monthly w/performance bond $298,444.08
Annual w/performance bond $3,581,329
A comprehensive review of all three above named proposals began on November 22nd by
p Lieutenant Brandon Cody and Director of Inmate Services Matthew Elbe to determine the best
value and pricing for Weld County and the citizens thereof. This review considered four main
areas: Pricing, Staffing, Technical, Qualifications and Functional Jail Compatibility. As a result
of that review, we believe the best value and pricing going forward for inmate medical
services for Weld County is with Armor Correctional Health Services, Inc. at the lowest bid
price of $3,581,329 with a performance bond. We recommend that a performance bond
remain in place.
Scoring Categories
Pricing (Max -25)
Staffing (Max -3d)
Correct Care Armor Correctiona
Solutions Health Services
Southwest
Correctional Medical
Group
Southwest Substation
4209 WCR 24 1/2
Longmont, Colorado 80504
(720) 652-2415
Fax (720) 652-4217
15 20
10
25 20
Headquarters
1950 O Street
Greeley, Colorado 80631
(970)356-4015
Fax (970)304-6467
Toll Free (800)436-9276
www.weldsheriff.com
10
Southeast Substation
2950 9th Street
Fort Lupton, Colorado 80621
(303) 857-2465
Fax (303) 637-2422
e2ot(379
sope52m7
Technical (Max -25)
Qualifications (Max -
10)
Compatibility (Max -
10)
TOTALS:
Respectfully Submitted,
, 3/4)
Brandon Cody
try
20
10
10
80
4
Lieutenant WC0247
Weld County Sheriff Office
Southwest Substation
4209 WCR 241/2
Longmont, Colorado 80504
(720) 652-2415
Fax (720) 652-4217
walD co'unn
20
10
5
STEVE RE MRS
15
10
5
75
50
Headquarters
1950 O Street
Greeley, Colorado 80631
(970)356-4015
Fax (970)304-6467
Toll Free (800)436-9276
www.weldsheriff.com
Southeast Substation
2950 9rh Street
Fort Lupton, Colorado 80621
(303) 857-2465
Fax (303) 637-2422
Page 12
WELD COUNTY PURCHASING
1150 O Street Room #107, Greeley CO 80631
E-mail: mwalters(a�co.weld.co.us
E-mail: reverett@co.weld.co.us
Phone: (970) 400-4222 or 4223
Fax: (970) 336-7226
DATE OF BID: NOVEMBER 21, 2016
REQUEST FOR: INMATE MEDICAL SERVICES
DEPARTMENT: SHERIFF'S OFFICE/JAIL
BID NO: #B1600169
PRESENT DATE: NOVEMBER 23, 2016
APPROVAL DATE: DECEMBER 7, 2016
VENDORS
CORRECT CARE SOLUTIONS LLC
1283 MURFREESBORO ROAD SUITE 500
NASHVILLE TN 37217
SOUTHWEST CORRECTIONAL MEDICAL GROUIP
2511 GARDEN ROAD SUITE A160
MONTEREY CA 93940
ARMOR CORRECTIONAL HEALTH SERVICES INC
4960 SW 72 AVENUE SUITE 400
MIAMI FL 33155
THE SHERIFF'S OFFICE/JAIL WILL REVIEW THE BIDS.
2016-3579
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