HomeMy WebLinkAbout20163226.tiffRESOLUTION
RE: APPROVE SERVICES AGREEMENT FOR EMERGENCY MORGUE SITUATIONS 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 Emergency
Morgue Situations between the County of Weld, State of Colorado, by and through the Board of
County Commissioners of Weld County, on behalf of the Coroner's Office, and Banner Health,
dba North Colorado Medical Center, commencing upon the full execution of signatures, and
ending October 31, 2017, 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 Emergency Morgue Situations between the
County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld
County, on behalf of the Coroner's Office, 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 17th day of October, A.D., 2016.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
ATTEST: ditAvti V •Xlso:vt
Weld County Clerk to the Board
BY: ,0-Sa, •
eputy Clerk to the Board
ounty Attorney
Date of signature: I l 18"f t G
Mike Freeman, Chair
Sean P. Conway, Pro -Tern
Steve Moreno
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Itrct/(Co
2016-3226
C00003
BOARD OF COUNTY COMMISSIONERS
PASS -AROUND REVIEW / WORK SESSION REQUEST
SUBJECT: Agreement for morgue refrigeration overflow between the Board of County Commissioners
for Weld County, and North Colorado Medical Center (Banner Health).
DEPARTMENT: Coroner
PERSON REQUESTING: M. Ward
Brief description of the problem/issue:
As part of our disaster preparedness plan, we look to NCMC as a potential source for refrigeration of
human bodies / body parts in any event when the Weld morgue exceeds capacity or becomes
temporarily unusable.
The capacity of the Weld morgue is 15 refrigerated and 2 frozen for a total of 17 human bodies. On a
daily basis, the current Weld morgue use is on average 1+ bodies on any given day, and we reach 85%
capacity about 6 times each year. In recent years, we have had 6 and 7 deaths in a single event, and
total bodies up to 10 and 12. We have not exceeded our capacity in the last 4 years.
This agreement is targeted to address an option for Weld County in the event of 15-35 deaths in a single
event which would exceed our Weld morgue capacity, and would formalize our already existing verbal
agreement, and secure a reliable avenue for our emergency planning.
The NCMC Director of Laboratory (morgue) operation, the NCMC legal department, Weld legal and
Human Resources have reviewed this agreement as to the content.
What options exist for the Board? (Include consequences, impacts, costs, etc. of options)
The BOCC could decline to enter into such an agreement with our local hospital. Declining would limit
coroner and Emergency Management in case of mid -size catastrophes.
The BOCC could enter into this agreement with NCMC (Banner Health) and formalize the avenue for
handling of bodies in cases of 15 to 35 deaths in a single event.
Recommendation:
The Coroner recommends that the BOCC enter into the agreement with NCMC (Banner Health)
Approve Recommendation Schedule Work Session Other/Comments
Mike Freeman, Chair
Sean P. Conway
Barbara Kirkmeyer
Julie Cozad
Steve Moreno
vA
SERVICES AGREEMENT
(LMS #: 0314-02-52597)
THIS SERVICES AGREEMENT is entered into between Banner Health, an Arizona nonprofit corporation
Banner Health, an Arizona nonprofit corporation d/b/a North Colorado Medical Center ("Banner") and Weld
County Coroner ("Weld") by and through the Board of County Commissioners of Weld County
Recitals: Banner is willing to provide Banner's morgue at North Colorado Medical Center (the "Facility") for
Weld to utilize the Facility's morgue to store corpses during emergency situations (the "Services").
THEREFORE, in consideration of the mutual covenants contained herein it is understood and agreed to by the
parties as follows:
Agreement:
1. Services and Rates. Banner shall provide Weld the use of the morgue to store corpses, during
emergency situations at Facility's discretion, at no cost to Weld.
2. Term and Termination. This Agreement shall be effective for the period beginning upon the later of
the signature blocks and continue through October 31, 2017. This Agreement may be terminated by either
party with or without cause with at least thirty (30) days prior written notice to the other party. Either party may
terminate this Agreement in the event of a material breach of the terms of this Agreement by providing written
notice to the party in breach.
3. Insurance. Weld shall obtain and maintain in force during the term of this Agreement comprehensive
general liability insurance coverage, including blanket contractual liability insurance coverage, automobile
insurance coverage, and completed operations insurance coverage, with minimum limits of $1,000,000.00 per
occurrence and $3,000,000.00 annual aggregate. Further, Weld agrees to provide Banner with a certificate of
insurance, acceptable to Banner, that states that the above coverage is in force and shall continue in force
throughout the term of this Agreement.
4. Mutual Indemnification. To the extent permitted by law each party shall indemnify and save harmless
the other party for, from and against all actions, liabilities, losses, damages, claims and demands whatsoever,
including costs, expenses and attorneys' fees resulting, or claimed to have resulted, solely from the intentional or
negligent acts or omissions of the indemnifying party or its employees, subcontractor or agents engaged in the
work under this Agreement at the time of the events or occurrences upon which such actions, claims or demands
are based.
5. Compliance with Applicable Standards. Weld shall comply with all standards applicable to the
Services, as such standards may be amended from time to time, including. Whenever providing services pursuant
to this Agreement on Banner's premises, Weld and its employees and agents shall comply with and shall observe
all Banner rules and regulations concerning conduct on Banner premises. If any of the services or goods provided
under this Agreement are services or goods for which Banner may, directly or indirectly, obtain compensation or
reimbursement from any governmental health program (e.g. Medicare, Medicaid, AHCCCS, CHAMPUS), Weld
shall comply with all government reimbursement requirements, as specified by Banner, and shall assist Banner in
completing necessary documents and records for reimbursement.
6. Compliance with Employment Laws. Weld agrees to comply with all federal, state, and local laws,
regulations, ordinances, and orders governing immigration, equal employment opportunity, and affirmative action
that are applicable to Weld, including 42 U.S.C. Sec. 2000(e) et seq., the Civil Rights Act of 1964, the Civil
Rights Act of 1991, Sections 503 and 504 of the Rehabilitation Act of 1973, the Vietnam Era Veterans'
Readjustment Assistance Act of 1974, the Immigration Reform Act of 1986, the Americans with Disabilities Act,
Executive Order 11246 of September 24, 1965, Executive Order 13496 of January 30, 2009, and all amendments
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and applicable regulations pertaining to any of them, including 41 C.F.R. §§ 60.1.4(a)(7), 60-250.5, 60-300.5 and
60-741.5 (imposing anti -discrimination and affirmative action requirements) and 29 C.F.R. Part 471, appendix A
to subpart A.
7. Compliance with I IPAA. Under the Health Insurance Portability and Accountability Act of 1996
("HIPAA"), Banner is required to comply with the Standards for Privacy and Security of Individually Identifiable
Information contained in 45 CFR Parts 160--164 (the "HIPAA Privacy and Security Standards"). If this
Agreement must be amended to secure compliance with the HIPAA Privacy and Security Standards, as currently
in effect or as may be amended or modified from time to time, the parties shall meet in good faith to agree upon
such amendments. If the parties cannot agree upon such amendments, then either party may terminate this
Agreement upon 30 days' prior written notice to the other party.
8. Confidentiality. Weld and its employees and agents shall keep confidential all knowledge,
information and documents entrusted to its care by Banner. Neither Weld nor any of its employees or agents shall
disclose any knowledge, information or documents entrusted to it by Banner to any person, firm or corporation
other than a person, firm or corporation designated by Banner. However, Banner 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. Knowledge, information and documents entrusted by
Banner to Weld may include, but are not limited to, the names of Welds and the terms and conditions (including
fmancial information) with vendors, the names of patients and the terms and conditions (including fmancial
information) of agreements with or for the benefit of patients and all medical records and information.
9. Non -Exclusive Agreement. This Agreement is not exclusive. Accordingly, both Banner and Weld shall
have the right to enter into one or more agreements relating to the same or similar matters as are covered by this
Agreement, and execution by Banner or Weld of such Agreements shall not constitute a breach of this Agreement.
That means that Weld is free to contract with other parties to provide use of a morgue services, and Banner is free
to contract with other vendors to obtain such services.
10. No Federal Exclusion. Weld hereby represents and warrants that Weld and all personnel providing
services under this Agreement are not, and at no time have been, excluded from participation in any federally
funded health care program, including Medicare and Medicaid, and that no such action is pending. Weld hereby
agrees to immediately notify Banner of any threatened, proposed, or actual sanction or exclusion from any
federally funded health care program, including Medicare and Medicaid. Such notice shall contain reasonably
sufficient information to allow Banner to determine the nature of any sanction. In the event that Weld or any of
Weld's equity owners, members or employees is excluded from participation in any federally funded health care
program during the term of this Agreement, or if, at any time after the Effective Date, it is determined that Weld is
in breach of this Section 10, Banner shall terminate this Agreement, which termination shall be effective
immediately upon notice to Weld of such termination.
11. Independent Contractor Status. Both parties shall at all times be deemed to be independent contractor.
Weld and Banner's employees shall not be regarded as employees or agents of each other for the payment of any
employer taxes such as FICA, unemployment, and worker's compensation; neither party shall be responsible for
such taxes or any fringe benefits for the other's employees. Further, the employees of Weld and Banner shall not
be regarded as employees of each other with respect to any intentional or negligent activity in which they may be
involved or for any other purpose.
12. Change in Law. If any new federal or state law, regulation or rule is enacted, or if there is a change in
any federal or state law, regulation or rule that affects this Agreement, the activities of either party under this
Agreement, or either party's performance or ability to perform under this Agreement, or any change in the judicial
or administrative interpretation of any such law, regulation, or rule, and either party reasonably believes in good
faith that such change shall have a substantial, adverse effect on such party's business operations or its rights or
obligations under this Agreement, then such party may, upon written notice, require the other party to enter into
good faith negotiations to renegotiate the terms of this Agreement. If (a) the parties are unable to reach an
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agreement concerning the modification of this Agreement within the earlier of (i) (45 days after the date of the
notice seeking renegotiation, or (ii) the effective date of the change, or (b) the change is effective immediately,
then either party may immediately terminate this Agreement upon written notice of such termination to the other
party.
13. Reaulatory Termination. If, prior to the expiration of the term of this Agreement, any federal, state or
local regulatory body, including but not limited to The Centers for Medicare and Medicaid Services (CMS),
Department of Health and Human Services (MS) or the Internal Revenue Service (IRS) determines that this
Agreement is illegal or jeopardizes the Banner tax exempt status or otherwise materially affects either party's
business, then the affected party shall give the other party such notice as is reasonable in the circumstances and
shall make available a reasonable period within which to cure. If no cure is implemented by the parties, then Banner,
in its discretion may terminate this Agreement with such notice as is reasonable under the circumstances.
14. Non -Exclusive Agreement. This Agreement is not exclusive. Accordingly, Banner shall have the right to
enter into one or more agreements relating to the same or similar matters as are covered by this Agreement, and
execution by Banner of such Agreements shall not constitute a breach of this Agreement.
15. Intentionally Omitted [Retention and Inspection of Records.j.
16. Access to Records for Government Inspection. Weld agrees, until the expiration of four years after the
furnishing of services to be provided under this Agreement, to make available, upon written request, to the Secretary
of Health and Human Services, or, upon request, to the Comptroller General of the United States of America, or
any of their duly authorized representatives, the contracts, books, documents and records that are necessary to certify
the nature and extent of reimbursable costs under the Medicare laws. If Weld carries out any of the agreements
under this Agreement through a subcontract with a value or cost of $10,000.00 or more over a 12 month period with
a related organization, such subcontract shall contain a requirement identical to that set forth in the preceding
sentence.
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 is 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 17, 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
Weld in order to be effective.
18. Corporate Authority. The individual(s) executing this Agreement on behalf of, or as a representative for,
a corporation or other person, firm, partnership or entity, represents and warrants that he or she 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.
19. Waivers. No waiver of the enforcement or breach of any agreement or provision herein contained shall be
deemed a waiver of any preceding or succeeding breach thereof or of the enforcement of any other agreement or
provision herein contained. No extension of time for performance of any obligations or acts shall be deemed an
extension of the time for performance of any other obligations or acts.
20. Severability. If any provision of this Agreement, or any application thereof to any person, shall be invalid
or unenforceable to any extent, the remainder of this Agreement, and the application thereof to other persons or
circumstances, shall not be impaired, and shall be enforced to the fullest extent permitted by law.
21. Force Maieure. Neither party shall be liable for any delay in performance or any failure in performance
hereunder caused in whole or in part by reason of force majeure, which shall be deemed to include the occurrence
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of any event beyond the control of the parties, 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 other act of God.
22. Counterparts. This Agreement may be executed in one or more copies or counterparts, each of which
when signed shall be an original, but all of which together shall constitute one instrument. Signatures submitted via
telecopy or electronic signature shall have the same force and effect as original signatures and, as such, shall be valid
and binding upon the parties hereto.
23. 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.
24. Integration and Amendment. This Agreement contains the entire agreement between the parties with
respect to the subject matter hereof. All prior negotiations between the parties are merged in this Agreement, and
there are no understandings or agreements other than those incorporated herein. This Agreement may not be
modified except by written instrument signed by both parties.
25. Drug Screening. Weld agrees that if Banner believes any Weld personnel providing the Services in
any Banner Facility is impaired, Banner may escort said individual Weld personnel off the Banner Facility premises
and said individual Weld personnel shall not be able to return to any Banner Facility until Banner has approved said
individual Weld personnel's return. Weld is required to replace said individual Weld personnel with another Weld
personnel.
26. Replacement of Weld Personnel. If Banner reasonably requests Weld to replace an employee providing
Services on Banner premises with another Weld employee under this Agreement, Weld shall replace said employee
immediately.
27. Notice. Any notice required to be given under this Agreement shall be in writing, and shall be deemed
delivered when personally delivered or three days after the same is deposited in the U.S. Mail, certified with a return
receipt requested, postage prepaid as follows:
Intended to Weld:
Intended to Banner:
With a copy to:
Weld County Coroner
915 100th Street, #325
Greeley, Colorado 80632
North Colorado Medical Center
1801 16th Street
Greeley, Colorado 80631
Attn: Chief Executive Officer
David M. Bixby, Esq.
Senior Vice President/General Counsel
Banner Health
2901 North Central Ave, Suite 160
Phoenix, Arizona 85006
Facsimile Number: 602-747-4528
28. No Physician Ownership. Weld hereby expressly represents and warrants to Banner that no
physician, no physician organization and no member of any physician's immediately family owns or holds an
ownership or financial interest in Weld, 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).
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29. Immunization. At Weld's expense, Weld shall meet all applicable health standards as established by any
applicable governmental authority and implemented by Banner for each clinical area. Banner shall have the right
to terminate this Agreement if the health status of the Weld is detrimental to the health and/or safety of Banner
patients or staff as determined by Banner. Health standards include without limitation: i) proof of immunity or
immunization to varicella; ii) proof of immunity or immunization to measles, mumps, and rubella; iii) annual TB
screen; iv) proof of seasonal flu vaccine or when in Banner facility wearing a Banner approved face mask during
flu season; and v) if the nature of the services gives the Weld potential exposure to blood and/or bodily fluids,
then Hepatitis B vaccination series, or signature by individual on a waiver declining the series, is required.
30. Influenza Immunization. Weld acknowledges that Banner has implemented a requirement for all
personnel entering a Banner clinical facility. As of December 1, 2012, Weld shall assure that all of its personnel
providing the Services in a Banner clinical facility have obtained immunization to influenza on or before
December 1st of each calendar year. Weld shall maintain proof of such immunization and Banner shall have the
right to audit such immunization records upon reasonable prior written request. If Weld is unable to comply with
this provision, then Weld shall require all of its personnel entering a Banner clinical facility to wear a surgical
mask in any patient care area at all times during the flu season while in such Banner facility. Surgical masks shall
be provided by Banner at no cost to Weld. For purposes of this requirement, the flu season shall be December 1st
— April 1st of each year. Weld shall assure compliance with the Banner influenza policy as it may be modified
from time to time, provided that Weld is made aware of such modifications by Banner.
31. Compliance Training. Weld acknowledges that if Weld (a) provides direct patient care items or services
for which Banner bills, or (b) performs billing or coding functions for Banner, Weld's applicable employees and
agents shall complete Banner's mandatory employee compliance lessons (initially and annually thereafter). Upon
execution of this Agreement, Weld shall provide Banner with the e-mail address and phone number of a
representative of Weld so as to assist Banner's Ethics & Compliance Department in ensuring that such required
training occurs. Weld also shall cooperate with any corporate compliance program now or hereafter initiated by
Banner.
32. Non -Profit Status. The parties hereto acknowledge that Banner is a 501(c)(3) corporation and may be
exempt from the imposition of taxes. Upon Banner providing to Weld a valid exemption certificate, Weld agrees
not to include such taxes on any invoices sent to Banner.
Banner Health, an Arizona nonprofit Weld County Coroner
corporation d/b/a North Colorado Medical Center
By:
Margo Ycoesket,
Title: Chief Executive Officer
Signature Date:
.a 3--/y
Ronnie/2016/0314-02-52597 082216
By: 711444 -(.31.4.A. ----
Title: Chair, Weld County Board of County
Commissio 1 7 2016
Signature Date:
5
c770/40-3.1:21, II)
RE: AGREEMENT FOR MORGUE REFRIGERATION OVERFLOW - NORTH COLORADO
MEDICAL CENTER (BANNER HEALTH)
ATTEST:
BOARD OF COUNTY COMMISSIONERS
Weld C► t Clerk to the Bo. rd WELD COUNTY, COLORADO
BY:
Deputy CI a rk to the B
APPROVED AS TO FUNDI
Controller
APPROVED BfS TO FORM:
County Attorney
ike Freeman, Chair
OCT 17 2016
PPROVED A ' • UBSIC/ANCE:
Elected ' i '.I or Department Head
_ .4 f,4 '—
Director of General Services
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