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HomeMy WebLinkAbout2016-404-E Health - Wake Medical Laboratory Consultants, Inc. - lab services for family planning DocuSign Envelope ID: 155D1985-9FE0-4EA7-B67C-F2531 BFF9621 [Departmental Use Only] TITLE Wake Med Lab Service FY 2016-17 NORTH CAROLINA SERVICES AGREEMENT UNDER$90,000.00 NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter "Agreement"), made and entered into this first day of July, 2016, ("Effective Date") by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Wake Med Health and Hospitals and Wake Medical Labatory Consultants, (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect to (insert type ofproject): Labatory Services ii) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the general professional standards of care in the relevant community. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the generally accepted standards of this type of Provider practice in the relevant community and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional Revised 6/16 1 DocuSign Envelope ID: 155D1985-9FE0-4EA7-B67C-F2531 BFF9621 quality, accuracy and timely completion and/or submission of all work related to the Basic Services. ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it and/or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. vi) In determining the basic services to be provided, should any documents be referenced in this Agreement, the terms of this Agreement shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. Should a request for proposals and a proposal be referenced the terms of the request for proposals shall have priority over the terms of any proposal. 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): See Exhibit A "Scope of Services", which is attached and hereby incorporated by reference into this Agreement. 4. Duration of Services a. Term. The term of this Agreement shall be from July 1, 2016 to June 30, 2017. b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in Revised 6/16 2 DocuSign Envelope ID: 155D1985-9FE0-4EA7-B67C-F2531 BFF9621 accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be July 1, 2016. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services under this Agreement. The maximum amount payable for Basic Services shall not exceed Fifteen Thousand Dollars ($15,000). Payment for Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b. Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. c. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated (Pam McCall) to act as the County's representative with respect to the Project and shall have the authority to render decisions within guidelines established by the County Manager and/or the County Board of Commissioners and shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7. Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers' Compensation Insurance, and any additional insurance as may be required by County's Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing division/contracts.php). If County's Risk Manager determines additional insurance coverage is required such additional insurance shall consist of N/A (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 8. Indemnity Revised 6/16 3 DocuSign Envelope ID: 155D1985-9FE0-4EA7-B67C-F2531 BFF9621 a. Indemnity. The Provider agrees to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from bodily injury including death or property damage to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days' prior written notice to the Provider. b. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. c. Compensation After Termination. i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. e. Suspension. County may suspend the Basic Services and this Agreement at any time for County's convenience and without penalty to County upon three (3) days' notice to Provider. Upon any suspension by County, Provider shall discontinue work on the Basic Services and shall not resume the Basic Services until notified to proceed by County. Revised 6/16 4 DocuSign Envelope ID: 155D1985-9FE0-4EA7-B67C-F2531 BFF9621 11. Additional Provisions a. Limitation and Assignment; No Third-Party Beneficiaries. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. Nothing contained herein, express or implied, is intended to confer upon any person or entity other than the parties hereto any rights or remedies under or by reason of this Agreement. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor, on the list created by the State Treasurer pursuant to G.S. 147- 86.58. c. Anti-Discrimination. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal anti-discrimination laws, policies, rules, and regulations and the Orange County Anti-Discrimination Policy. Any violation of this requirement is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. g. Ownership of Work Product. Should Provider's performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or Revised 6/16 5 DocuSign Envelope ID: 155D1985-9FE0-4EA7-B67C-F2531 BFF9621 things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. h. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of County's obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis. In the event of a change in the County's statutory authority, mandate and/or mandated functions, by state and/or federal legislative or regulatory action, which adversely affects County's authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County's legal authority. i. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider's Name Attention: Kimberlee Quatrone Wake Medical Laboratory P.O. Box 8181 3000 New Bern Avenue Hillsborough,NC 27278 Raleigh,NC 27610 [SIGNATURE PAGE TO FOLLOW] Revised 6/16 6 DocuSign Envelope ID: 155D1985-9FE0-4EA7-B67C-F2531 BFF9621 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: Wake Med Health and Hospitals DocuSigned by: j56lAkuit,DocuSigned by�y�L: ', ,• J A, Sm ��L By C evAAKA y By. F1C22280AF22453 Director Grover Smith, Executive Director County Manager Printed Name and Title PRO Dt u/Is1 nedWake Med Laboratory Consultants jot (mt or By. 3B65448B3D55479.. John Lawlor, Chief Financial Officer Printed Name and Title Revised 6/16 7 DocuSign Envelope ID: 155D1985-9FE0-4EA7-B67C-F2531 BFF9621 Exhibit A REF: Scope of Services �0� 1 11111 „III RPLA 11111111ml . ih h Amodulti High Quality and Service ➢ A regional lab that is an alternative to the large commercial labs ➢ High quality processes • reprocessing of unsats to keep rate low(currently 0.8%) • rescreening of paps lacking endocervical cells • rescreening of paps negative for SIL and with+HPV test ➢ Pathologist credentials—Ten MDs,many with subspecialty training as well as experience in Gynecologic pathology and Cytopathology ➢ Pathologists available 24/7. Interactions to enhance quality patient care at every level ➢ Continuity of care(pap to biopsy to LEEP to hysterectomy) ➢ Turn-around time—2.5 days once received ➢ Samples retained at lab for 8-10 weeks for any additional testing ➢ Availability of high risk HPV 16/18 testing as add-on or reflex ➢ Dedicated Outreach number—no teleprompts to answer any questions ➢ Call center—available 24/7 for resulting or add-on testing Competitive Cost ➢ Competitive pricing while maintaining highest quality ➢ All Inclusive pricing providing all supplies at no additional cost o FedEx ground— 1 day delivery zone o Collection kits ➢ Availability to be billed monthly ➢ Dedicated billing staff to correct and/or address any billing questions/concerns Pap- $22.00* Biopsy Technical fee- $22.50* Pap MD Interpretation-$18.00* Biopsy Professional Fee-$28.00* HPV-$25.00* Genotyping 16/18 -$25.00/each* GC/Chlamydia Urine-$25.00* *All pricing is subject to adjustment based on changes to the applicable Medicare Fee Schedules; provided, however, that any fee adjustments shall occur not more than once per contract year, and any increases in fees for individual services shall be limited to not more than the change in the healthcare CPI, which changes once per year. Contractor shall provide at least 30 days prior written notice of any increase in fees. Shipping ➢ Fedex ground— 1 day shipping ➢ WakeMed Pathology to provide shipping supplies and labels inclusive in cost Revised 10/14 52949381.2 DocuSign Envelope ID: 155D1985-9FE0-4EA7-B67C-F2531 BFF9621 ➢ Simple re-order for supplies and shipping materials via fax Ordering and Resulting ➢ Simple requisitions with only pertinent testing for ease in workflow ➢ Fax resulted and ability to e-fax Revised 10/14 52949381.2 DocuSign Envelope ID: 155D1985-9FE0-4EA7-B67C-F2531BFF9621 .....„rance Company Policy Number S 1940885 SELECTIVE INSURANCE COMPANY OF SOUTH CAROLINA 3426 TORINGDON WAY, CHARLOTTE, NC 28277 COMMERCIAL POLICY COMMON DECLARATION Named Insured and Address Policy Period RALEIGH PATHOLOGY LABORATORY ASSOCIATES PA & WAKE MED From: JUNE 7, 2016 LABORATORY CORP To: JUNE 7, 2017 PO BOX 14045 RALEIGH, NC 27620-4045 12:01 A.M. Standard Time At Location of'Designated Premises. Named Insured is: Producer Number; CORPORATION 00-07265-00000 Producer: SENTINEL RISK ADVISORS, L LC NORTH CAROLINA Schedule of Coverage BUSINESSOWNERS COVERAGE COMMERCIAL UMBRELLA COVERAGE hmimmm ■•=m1 ••■=1M =mom= PREMIUM INCLUDES TERRORISM — CERTIFIED ACTS $35 . 00 In return for payment of the premium, and subject to all the terms of this policy, we agree with you to provide the insurance indicated in the schedule above. Insurance is provided only for those coverages for which a specific limit is shown on the attached coverage declaration(s). PAYMENT METHOD Total Policy Premium $1,831 .00 D/B — 4 (Ibis premium may he subject to 'adjustment.) Date Issued: MAY 10, 2016 Issuing Office: SERVICE CENTER Authorized Representative IL-7025 (11/89) INSURED'S COPY DocuSign Envelope ID: 155D1985-9FE0-4EA7-1367C-F2531BFF9621 Medical Mutual" 01 It PROFESSIO., CERTIFICATE OF INSURANCE This certificate is issued as a matter of information only and confers no rights upon the certificate holder. This certificate does not amend,extend,or alter the coverage afforded by the policies listed below. INSURED: Raleigh Pathology Laboratory Associates PA PO Box 14045 Raleigh,NC 27620 COMPANY AFFORDING COVERAGE: Medical Mutual Insurance Company of North Carolina 700 Spring Forest Road 4th Floor Raleigh,NC 27609 TYPE OF INSURANCE: Claims-Made Professional Liability POLICY NUMBER: PG112061 RETROACTIVE DATE: November 27, 1978 POLICY PERIOD: FROM:August 15,2015;12:01 A.M. TO:August 15,2016;12:01 A.M. LIMITS OF LIABILITY: EACH CLAIM ANNUAL AGGREGATE 6,000,000 8,000,000 Date: May 15,2015 Autho - epresentative Certificate Holder: MEDICAL MUTUAL INSURANCE COMPANY OF NORTH CAROLINA PM0901NC(06/08) CAMPBEC DocuSign Envelope ID: 155D1985-9FE0-4EA7-1367C-E2531BEE9621 Medical Mutual P6LOIEG1 IC OldP•"ItOf COVERAGE B-ADDITIONAL INTEREST ENDORSEMENT Name and Address of Insured: Raleigh Pathology Laboratory Associates PA PO Box 14045 Raleigh,NC 27620 Additional Interest Endorsement Covers: Raleigh Pathology Laboratory Associates PA Endorsement to Policy No: PG112061 Policy Effective Date: August 15, 2015 Endorsement Effective Date: August 15, 2015 It is agreed that in Section L INSURING AGREEMENT,Coverage B.Medical Practice and Non-Physician Employee Professional Liability is amended to include, as an Insured,the professional corporation named below, except that the Limits of Liability shown in the Declarations for Coverage B are shared by the Insured covered in Coverage B and the professional corporation named below: Wake Medical Lab Consultants Inc All other terms and conditions of the policy remain unchanged. r:1/ 00, Countersigned By: 2 Date: May 15,2015 Auth elird Representative MEDICAL MUTUAL INSURANCE COMPANY PE3901NC(06/08) OF NORTH CAROLINA CAMPBEC w„/ li'' DocuSiqn Envelope ID: 155D1985-9FE0-4EA7-1367C-F2531BFF9621 " Jrance Company WC 00 00 01 A Ilf)- POLICY NL lc 7227674 227iiiER 67B PREV10S 0 4 WC 7P221-71C 67Y N4BER 4NL: i rf' ' TORINGDON WAY,CTIVE INSURANCE COMPANY OF SOUTH CAROLINA 4,4'2.6 SELE CHARLOTTE, NC 28277 II7...."I ATioN PAGE AHA' ORM- NC(."1 COMPANY NO. 23957 NOFR K ER S COMPENSATION AND EMPLOYERS ,LIABILITY INSURANCE POLICY 1,-,,, 1 NAME OF INSURED & MAILING ADDRESS I l'OA11,IN G1' AI)DRIf,SS 3° /71111° EM1111*(111 PA'EHOLC)(3Y I.A,11,(1RA,' ,RSSC/f-IATES SPRENOTDINUECLER;ISSKNAADMVIISI:'OARSN,1 LLC JtAl'''''- kir,'D I,A BC)RA I 0 RN CORP., &WAKE —-: NFCORK2S76R0D9-5ST24E4200 , /0,1107 045 If 40 Box 14 4RA7L0E0IGSHIX, /Ozz FiCill,NC 276204045 I %01!,1,A111" ' $iuRED is: CORPORATION JUNE NO. AGENT NUMBER: 31-00-07265-00000 Z. POI,ICY PERIOD The Policy Period is fromFEJDU To JUNE 7, 2017 ,... 12.01..A.y.,standard time at the in7s,ure2c0's1m6ailing address. 0:00\ /00,/J0 1( /film 3 COVERAGE •• , jiz %0010 1101101,010k,j Workers Compensation Insurance: Part One of the policy applies to the Workers Compensation law of the states listed here: — "11F/ 0K00 NL; . ce: _ es Liability insuran • Part Two of fbeBopdoilllycyinajupripliBesytAecwciodreknitn each statesdlloisote,doion0Item 3e.Aac. Employers under Part Two are:, f our liability un ' 'he omits 0 Bodily Injury By Disease each accident $$51 0000,,000000 epoacnchyernonpIttoyee '088 fii /8 _ Bodily Injury By Disease 11/CI'/8/i1 (//00,ii r• other States insurance: Part Three of the policy applies to the states,if any, listed here: ' ALL STATES EXCEPT ND,OH,WA & WY. looltf/),i'l'fl,,,;IIIliiIII IIIIll IIIIIIIIIIIIIII,II:01 „Il A;/ IIIIti;,,,IIIIDal'iclit,11 ( //11;01(#1'11111.1141 4.. 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