HomeMy WebLinkAbout20181096.tiffRESOLUTION
RE: APPROVE SERVICES AGREEMENT FOR ZIKA ULTRASOUNDS 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 a Services Agreement for Zika
Ultrasounds between the County of Weld, State of Colorado, by and through the Board of County
Commissioners of Weld County, on behalf of the Department of Public Health and Environment,
and 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 Services Agreement for Zika Ultrasounds between the County of Weld,
State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf
of the Department of Public Health and Environment, and Banner Health, dba North Colorado
Medical Center, be and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized
to sign said agreement.
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 4th day of April, A.D., 2018.
BOARD OF COUNTY COMMISSIONERS
WELD≤OUNTY, COLORADO
ATTEST: dia4,,,v�...aC,lso•t�.
Weld County Clerk to the Board
BY:
Deputy Clerk to the
Steve Moreno, Chair
1ti
rbara Kirkmeye, Pro -Ter /
Sean P. Conway
APPR• ED XCUSED
Attorney
Julie A. Cozad
Mike Freeman
Date of signature: D4-/2-1.9
�c HL C TG,)
4 -0? -6 -/ f
2018-1096
HL0050
EvtAiYard )-1W,2_
Memorandum
TO: Julie A. Cozad, Chair
Board of County Commissioners
FROM: Mark E. Wallace, MD, MPH
Executive Director
Department of Public Health & Environment
DATE: March 27, 2018
SUBJECT: Banner Health/North Colorado Medical
Center (Banner/NCMC) 2IKA Ultrasounds
Contract
Enclosed for the Board's approval is a contract between Banner Health/North Colorado Medical
Center (Banner/NCMC) and the County of Weld, by and through the Board of Commissioners of
Weld County, on behalf of the Weld County Department of Public Health and Environment
(WCDPHE).
The Health Department is requesting approval to enter into a contract with Banner/NCMC to
provide the technical component of diagnostic imaging/radiology services (the taking of x-rays or
ultrasounds) for Weld County Prenatal -Sunrise patients referred to Banner/NCMC by the Health
Department. Specific services will include ultrasound imaging for pregnant mothers, if patient
screening indicates this critical need, that will specifically look for clinical signs that may indicate
exposure to the Zika virus. The term of this agreement shall begin on the date this contract is
fully executed by both parties, and continue for one year, and upon mutual written agreement,
may be extended for additional one-year terms.
The Weld County Prenatal -Sunrise program is a thriving clinical program that assists Weld County
pregnant mothers with low-cost prenatal care. Each year as the winter and spring break travel
seasons begin, we see an increase in international travel to warm climates where the Zika virus
is still a legitimate threat to women and men of reproductive age. Our Weld County citizens that
travel to those countries affected by the Zika virus are at risk of contracting the virus which can
cause pregnancy loss or a life -threatening condition called microcephaly and brain damage
in babies.
This contract amendment was approved for placement of the Board's agenda via pass -around
dated January 15, 2018.
I recommend approval of this contract with Banner Health/North Colorado Medical Center.
2018-1096
yW
DocuSign Envelope ID: 131E8A14-OF89-43BA-B417-681231D5613A
SERVICES AGREEMENT
Banner Health Provided Services
(Banner Health Contract Number 0314 03 59276)
This Services Agreement (the "Agreement") is entered into effective as of the last date of signature
("Commencement Date") by and between County of Weld, State of Colorado, by and through the Board of
Commissioners of Weld County, on behalf of the Weld County Department of Public Health and Environment
("WCDPHE") and Banner Health, an Arizona nonprofit corporation dba North Colorado Medical Center
("Banner") (collectively the "Parties" and individually the "Party").
Recitals:
A. Banner is in the business of providing the services described in Exhibit A (the "Services"), and WCDPHE
desires to engage Banner to provide the Services.
THEREFORE, in consideration of the mutual covenants contained herein it is agreed to by the Parties:
Agreement:
1. Services and Rates. Banner will provide the Services described in, and at the rates or other compensation
set forth in Exhibit A, attached hereto and incorporated herein. Banner shall devote commercially reasonable efforts
and resources, and shall apply the requisite expertise and skill in carrying out the Services.
2. Term and Termination. The term of this Agreement shall begin on the Commencement Date and shall
continue for one (1) year. The term may be extended upon mutual written agreement of the Parties. This Agreement
may be terminated by either Party at any time without cause by giving the other Party at least thirty (30) days prior
written notice.
3. Governing Law. This Agreement shall be governed by the internal substantive law of the state in which the
services are performed, without regard for conflicts of laws.
4. Compliance with Applicable Third -Party Standards. Each Party shall comply with all third -party
standards applicable to the Services, as such standards may be amended from time to time, including, but not limited
to: (i) the standards of the Joint Commission and other accreditation agencies, (ii) the standards, rulings and regulations
of any federal, state and local governmental agency, corporate entity or individual having authority to administer,
regulate, or otherwise set standards for healthcare facilities, and (iii) third party payor standards and requirements. If
any of the Services provided under this Agreement are services which WCDPHE may, directly or indirectly, obtain
compensation or reimbursement from any governmental health program (e.g. Medicare, Medicaid, Arizona Health
Care Cost Containment System (AHCCCS), or TRICARE), Banner shall comply with all government requirements,
and shall assist WCDPHE in completing documents as reasonably necessary to evidence the performance of the
Services and to enable WCDPHE to obtain any reimbursement which WCDPHE is entitled to receive for the Services.
5. Change in Law; Regulatory Termination. If any law, regulation or rule is enacted or modified or there is
any substantial change in the judicial or administrative interpretation of an existing law, regulation or rule, in either
case in a manner that materially and adversely affects a Party's ability to perform under this Agreement or to realize
the intended benefits of this Agreement, or if any governmental entity determines that this Agreement is illegal or
jeopardizes Banner's tax exempt status, then either Party may, in lieu of giving a notice of termination, give written
notice of such event to the other Party and the Parties shall thereafter use their best efforts to modify this Agreement
in a manner that mitigates the effect of the change or removes the illegality or jeopardy to tax exempt status. If no
modification can be agreed upon by the Parties within a reasonable period following the notice (not to exceed thirty
DavidB ixbyEditedand Approved 1.18.16
Weld -0314 03 59276 (112917).docx
By: P O'Donnell
Page 1 of 7
Confidential 1
o�/t-/°?� 6)
DocuSign Envelope ID: 131E8A14-0F89-43BA-8417-681231D5613A
(30) days), then either Party, in its discretion, may terminate this Agreement immediately by written notice to the other
Party.
6. No Federal Exclusion. Each Party represents and warrants that neither it nor its employees, directors,
officers, equity owners, and agents under this Agreement are excluded from participation or are otherwise ineligible
to participate in a "federal health care program" (as defined in 42 U.S.C. §1320a-7b(f)) or in any other government
payment program. Each Party will routinely assess the status of its employees, directors, equity owners and agents as
required by the US Department of Health and Human Services and shall notify the excluded Party in writing within
three (3) days (i) following discovery of any debarment, exclusion, suspension or other event that makes the excluded
Party ineligible to participate in the federal health care programs or in federal procurement or non -procurement
programs; or (ii) after the excluded Party or any of its employees, directors, officers, equity owners or agents has been
convicted of a criminal offense that falls within the ambit of 42 U.S.C. § 1320a -7(a), even if they have not yet been
excluded, debarred, suspended or otherwise declared ineligible. Upon the occurrence of such exclusion, debarment
or conviction, whether or not notice is given, the other Party may immediately terminate this Agreement. The excluded
Party will be responsible for any and all expenses incurred by the other Party as a result of the excluded Party's failure
to screen or to notify the other Party of any such occurrence. The excluded Party will also be responsible for any and
all related expenses directly or indirectly caused by the failure to identify excluded individuals, including
reimbursement of the other Party for any amounts the other Party is required to repay to any federal health care
program because of the involvement of any excluded individual in the provision of the Services.
7. Compliance with Employment Law. Banner is a federal contractor, and as such, is obligated to comply
with federal, state, and local requirements governing immigration, equal employment, and affirmative action including
42 U.S.C. Sec. 2000(e) et seq., the Civil Rights Act of 1964, the Civil Rights Act of 1991, § 503 of the
Rehabilitation Act, 29 U.S.C. § 793, the Vietnam Era Veterans Readjustment Assistance Act, 38 U.S.C. § 4212, as
amended, Executive Order 11246 of September 24, 1965, and Executive Order 13496 of January 30, 2009. Each
Party may be obligated to comply with certain employment requirements. Specifically, where applicable, the Parties
and any subcontractor(s) shall abide by the requirements of 41 C.F.R § 60-300.5(a) and 41 C.F.R § 60-741.5(a) which
prohibit the discrimination against qualified protected veterans and qualified individuals on the basis of disability.
8. Mutual Indemnification. To the extent permitted by law, each Party shall indemnify, defend, and save
harmless the other 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 WCDPHE, 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.
9. Insurance. Each Party shall maintain insurance coverage during the term of this Agreement, of reasonably
appropriate types and amounts, and shall provide upon request of the other Party, certificates of insurance evidencing
such coverage(s).
10. Independent Contractor. Banner shall at all times be deemed to be an independent contractor of WCDPHE.
Banner's employees shall not be regarded as employees or agents of WCDPHE for the payment of any employer taxes
such as Federal Insurance Contributions Act (FICA), unemployment, and worker's compensation; WCDPHE shall
not be responsible for such taxes or any fringe benefits for Banner's employees. Further, the employees of Banner
shall not be regarded as employees of WCDPHE with respect to any intentional or negligent activity in which they
may be involved or for any other purpose.
11. HIPAA. Each Party is required to comply with the Standards for Privacy of Individually Identifiable
Information under the Health Insurance Portability and Accountability Act of 1996, as amended (HIPAA). Each Party
warrants that if it receives Protected Health Information (PHI) it will ensure Services comply with privacy and security
requirements imposed by HIPAA, the Health Information Technology for Economic and Clinical Health Act
DavidB ixbyEditedandApproved I. 18 16
Weld -0314 03 59276 (112917).docx
By: P O'Donnell
Page 2 of 7
Confidential
DocuSign Envelope ID: 131E8A14-0F89-43BA-B417-681231O5613A
(HITECH), and with the other Party's compliance policies, and will, upon request, execute a Business Associate
Agreement.
12. Retention and Inspection of Records. All records related to this arrangement shall be kept on file by each
Party for a period of four (4) years from the date the record is made. Upon reasonable prior notice, the other Party
shall give the requesting Party, or its authorized representative, the ability to inspect, examine, and audit, during
normal business hours, the other Party's business records as are relevant to this Agreement. The cost of such
inspection, examination, and audit shall be at the sole expense of the requesting Party, and such inspection,
examination, and audit shall be conducted where the records are normally maintained.
13. Intellectual Property. Each Party represents and warrants that the Services do not infringe the intellectual
property rights of any third party or cause the other Party to infringe the intellectual property rights of any third party.
14. Compliance Training. Banner has implemented a corporate compliance program to ensure compliance with
federal, state, and local laws and regulations. WCDPHE shall either: (i) provide an attestation that is reasonably
acceptable to Banner stating that WCDPHE has a compliance program that meets federal, state, and local
requirements, will train the employees and agents involved in the Services (the "WCDPHE Personnel") through
Banner's compliance program, and will provide materials as requested, including, but not limited to, a code of conduct,
compliance policies, training modules, and training logs, to validate the representations made in the attestation; or (ii)
require WCDPHE Personnel to attend Banner's Corporate Compliance Training.
15. Conflict of Interest. Each Party represents and warrants that, to the best of its knowledge, it is not aware of
any information bearing on the existence of any actual or potential conflict of interest where any representing Party's
employee or any physician who is a member of the medical staff of any representing Party's facility has a financial
interest in the other Party or in the Services that (i) may compromise or bias the judgment or objectivity; (ii) appear
to compromise that person's objectivity in the performance of his/her responsibilities in respect to this Agreement; or
(iii) creates an excess benefit for such person. The representing Party agrees that if it identifies any such actual or
potential conflict of interest then the representing Party will immediately make a full disclosure in writing to the other
Party. Upon discovery of any such actual or potential conflict of interest after the execution of this Agreement, the
other Party may terminate this Agreement immediately if it deems such termination necessary and appropriate. If the
representing Party was aware of an actual or potential conflict of interest prior to the execution of this Agreement, or
discovers an actual or potential conflict after execution and does not disclose it or misrepresents relevant information
to the other Party, the other Party may terminate the contract for breach and may also pursue other remedies for breach
•
of contract.
16. No Inducement of Referrals. Except as expressly stated herein, this Agreement is not intended to induce
either Party to refer patients to the other Party.
17. 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 will be binding on the successors and assigns of
the Parties to this Agreement. Notwithstanding any provision of this Agreement to the contrary, Banner shall have
the right to assign or otherwise transfer its interest under this Agreement to any related entity. For the purposes of this
section, a related entity shall be deemed to include a parent, subsidiary, any entity that acquires all or substantially all
of Banner's assets or operations relating to this Agreement, and the surviving entity of any merger or consolidation
involving Banner. Any assignment to a related entity shall not require the consent or approval of WCDPHE in order
to be effective.
18. Enforceability. If any term of this Agreement is found to be unenforceable or contrary to law, it shall be
modified to the least extent necessary to make it enforceable, and the remaining portions of this Agreement will remain
in full force and effect and shall be enforced to the fullest extent permitted by law.
DavidBixbyEditedandApproved 1. 18. 16
Weld -0314 03 59276 (112917).docx
By: P O'Donnell
Page 3 of 7
Confidential
DocuSign Envelope ID: 131E8A14-0F89-43BA-B417-681231D5613A
19. Force Majeure. Neither Party shall be liable for any delay in performance or any failure in performance
caused in whole or in part by reason of force majeure, which shall be deemed to include the occurrence of any event
beyond the control of the Parties, including, without limitation, war (whether an actual declaration thereof is made or
not), sabotage, insurrection, riot and other acts of civil disobedience, action of a public enemy, laws, regulations or
acts of any national, state or local government (or any agency, subdivision or instrumentality thereof), judicial action,
accident, fire, explosion, flood, storm or act of God.
20. Banner Rules and Regulations. Where Banner provides Services on WCDPHE's premises, Banner and
Banner Personnel shall comply with and observe all Banner rules and regulations. If providing on -site facility -type
services, Banner shall adhere to the responsibilities of Banner's facilities services business protocols, including, where
applicable, background check requirements.
21. Health Standards. Banner has implemented health standards for all individuals providing services within a
clinical facility. Banner shall assure that all Banner Personnel comply with drug screening, annual influenza
immunizations (due on or before December 1St of each year), and Measles, Mumps, and Rubella (MMR), Varicella,
and Tuberculosis (TB) health standards prior to Banner Personnel providing Services in a WCDPHE clinical facility,
and Banner shall provide proof of such tests upon request. If Banner is unable to assure compliance with this Section
for any Banner Personnel, Banner shall assure that such Banner Personnel entering any WCDPHE facility are wearing
surgical masks (if such Banner Personnel have not obtained influenza immunizations) and whenever entering a patient
care area (if such Banner Personnel have not obtained the MMR, Varicella and TB health tests or influenza
immunization). Surgical masks are provided by Banner at no cost to WCDPHE.
22. Notice. All notices must be in writing and effected by personal delivery, or by an overnight courier which
provides receipts, or certified or registered mail, return receipt requested, postage prepaid and properly addressed to
the Parties at the following addresses or such other addresses as the Parties may designate in writing from time to
time:
WCDPHE:
Administrator
Weld County Department of Public Health and Environment
1555 North 17th Avenue
Greeley CO 80631
BANNER:
Chief Executive Officer
North Colorado Medical Center
1801 Greeley Street
Greeley CO 80631
COPY TO:
Chief Legal Officer/General Counsel
Banner Health Legal Department
2901 North Central Avenue Suite S160
Phoenix AZ 85012 2700
23. Physician Ownership. Each Party expressly represents and warrants that one of the following provisions
applies: (i) no physician, no physician organization and no member of any physician's immediately family owns or
holds an ownership or financial interest in the other Party, including any affiliated or related entity or person, that is
not the subject of an exception or "safe harbor" under applicable law, such as the exception for publicly -traded
securities under 42 C.F.R. §411.356(a); or (ii) that the representing Party is a publicly traded company and is the
subject of an exception under 42 C.F.R. § 411.356(a)(1) and (a)(2); or (iii) one or more physicians or a member of a
physician's immediate family own or have a financial relationship with the other Party, and this Agreement is the
subject of an arms -length negotiation and is for fair market value compensation, is not tied to or based on an
expectation by Banner that WCDPHE or WCDPHE's physician owners shall refer patients to Banner, and that the
volume or value of referrals by any physician is not a part of the consideration for this Agreement.
DavidBixbyEditedandApproved 1.18.16
Weld -0314 03 59276 (112917).docx
By: P O'Donnell
Page 4 of 7
Confidential
DocuSign Envelope ID: 131 E8A14-0F89-43BA-B417-681231 D5613A
24. Corporate Authority. Each Party represents and warrants that the individual executing this Agreement on
behalf of such Party is duly authorized to execute and deliver this Agreement on behalf of such corporation, person,
firm, partnership or other entity and that this Agreement is binding upon such entity in accordance with its terms.
25. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be
deemed an original and all of which shall constitute one and the same instrument. Signatures submitted via facsimile
or electronic signature shall have the same force and effect as originals.
26. Entire Agreement. This Agreement, including Exhibit A, constitutes the entire agreement between the
Parties, and supersedes all prior agreements, proposals, negotiations, representations or communications relating to
the subject matter. In the event of any conflict between the provisions of this Agreement and Exhibit A, the provisions
of this Agreement shall control. This Agreement may be modified only by a written instrument executed by both
Parties.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement effective as of the last date
written below.
Banner Health,
an Arizona nonprofit corporation
dba North Colorado Medical Center
r--DocuSigned by:
Iv:
114.006 I. 6ArstuA.
t—AB5o26EE7A64156...
N/Ir..g0E&SanrIEn
IE
CI
ie
'—A85026EE7AB4156.._
SignatureDate:November 29, 2017 I 4:07 PM MST
County of Weld, State of Colorado, by and through
the Board of Commissioners of Weld County, on
behalf of the Weld County Department of Public
Health and Environment
By: PLEASE SEE BELOW
Name:
Title:
Signature Date:
BOARD:
November 29, 2017 I 4:07 PM MST Board of County Commissions
Weld County, Colorado
DavidB ixbyEditedandApproved 1. 18 16
Weld -0314 03 59276 (112917).docx
By: P O'Donnell
Signature Date: April 4, 2018
By:
Name: Steve Moreno
Title: Chair
ignature Date:
Title: Deputy Clerk to the Board
Page 5 of 7
Confidential
do/8-/° qG Cl
DocuSign Envelope ID: 131E8A14-0F89-43BA-8417-681231D5613A
EXHIBIT A
Services and Rates
(Banner Health Contract Number 0314 03 59276)
1. Background.
1.1 WCDPHE provides certain community health services that requires certain diagnostic/imaging
radiology services to be provided to patients who qualify for certain health services programs offered by
WCDPHE (the "Designated Patient(s)"). The health services program that is the subject of this Agreement
is the Weld -Sunrise Prenatal Program (the "Program").
1.2 Banner operates North Colorado Medical Center, an acute care hospital facility located in Greeley,
Colorado ("NCMC"). Banner provides the technical component of diagnostic imaging/radiology services at
NCMC.
1.3 WCDPHE has a separate agreement with a third party ("Professional Provider") to provide the
professional component of diagnostic imaging/radiology services for the Designated Patient(s) at NCMC,
including payments for the professional component of any services provided by Professional Provider.
2. Services.
2.1 Banner shall provide the technical component of obstetric ultrasound/diagnostic imaging/radiology
services ("Services") to the Designated Patient(s) as set forth in the rates stated herein. WCDPHE will
determine patients' eligibility for Services prior to referral to Banner. Referred patient must have an order
of an appropriately licensed physician/provider which includes a diagnosis of ZIKA exposure. At the time
of registration at NCMC, and prior to Banner performing Services pursuant to this Agreement, Banner shall
require patients to present a WCDPHE Radiology Service Voucher for participation in the program ("Exhibit
B"), attached hereto and incorporated herein by reference.
2.2 Banner shall prepare or cause to be prepared written or electronic reports in medical terminology
with respect to all Services. Banner shall, upon request by a treating physician at WCDPHE, provide test
results and Professional Provider's formal recommendations to WCDPHE within seven (7) days after test
completion. Otherwise, Banner shall only provide information concerning the Designated Patient(s) to the
extent necessary for WCDPHE to make payment for the Technical Services provided.
3. Rates. WCDPHE agrees to compensate Banner for Services at the rates stated herein. Banner shall submit
invoices monthly to WCDPHE for Services. WCDPHE shall pay such invoices within thirty (30) days following the
month in which Services were rendered. Banner shall not, under any circumstances, bill any Designated Patient(s) or
third -party payer for Services provided pursuant to this Agreement
DavidBixbyEditedandApproved 118. I6
Weld -0314 03 59276 (112917).docx
By: P O'Donnell
Page 6 of 7
Confidential
DocuSign Envelope ID: 131E8A14-0F89-43BA-B417-681231D5613A
CPT
Description
Rate
Comment
76801
Ultrasound, pregnant uterus, real time with image documentation,
fetal and maternal evaluation, first trimester (14 weeks 0 days), trans
abdominal approach, single or first gestation
$153.64
---
76802
Ultrasound, pregnant uterus, real time with image documentation,
fetal and maternal evaluation, first trimester (14 weeks 0 days), trans
abdominal approach, each additional gestation (list separately in
addition to code for primary procedure)
$153.64
No additional fee
included with 76801.
76805
Ultrasound, pregnant uterus, fetal and maternal evaluation, >first
trimester, trans abdominal approach, single or first gestation
$153.64
---
76810
each additional gestation (list separately in addition to code for
primary procedure)
$153.64
No additional fee
included in 76805.
76815
Ultrasound, pregnant uterus, limited (fetal heart beat, placental
location, fetal position and/or qualitative amniotic fluid volume), one
or more fetuses
$153.64
---
76816
Ultrasound, pregnant uterus, follow up (reevaluation of fetal size by
measuring standard growth parameters and amniotic fluid volume,
reevaluation of organ system(s)) suspected or confirmed to be
abnormal on previous scan),trans abdominal approach, per fetus
$153.64
---
76817
Ultrasound, pregnant uterus, trans vaginal
$153.64
No additional fee
included in 76801,
76805, 76815, and
76816.
Exhibit B: WCDPHE's Radiology Service Voucher (one (1) page) shall be attached separately hereto and
incorporated by reference.]
DavidBixbyEditedandApproved I.18.16
Weld -0314 03 59276 (1 12917).docx
By: P O'Donnell
Page 7 of 7
Confidential
Hello