HomeMy WebLinkAboutP-20-274LaboratoryCorporationofAmerica..pdfCONTRACT INFORMATION SHEET
DATE: July 22, 2020
Contract No.: P-20-274 Vendor Number: 0000031049
Contract Title: COVID-19 Lab Testing Name/Address: LabCorp
Services PO Box 12140
Burlington, NC 27216
Contract Period: 7/21/2020 – 7/20/2021 Contact: Mara Mueller (559) 246-5488
Using Agencies: DPH/Admin Senior Marketing Executive
Email: muellm2@labcorp.com
Terms: Net 30 Days
Total Contract
Amt.: $ 200,000.00
Buyer Name: Chanvathei Lonh
Requisition No: 5622001102 Org: 56201019
Supersedes:
x NEW RENEWAL AMENDMENT
x TICK DATE 3/30/20 REFERENCE (RFQ# / RFP#)
DESCRIPTION: 7/22/2020: Contract provides COVID-19 lab testing services in accordance with Attachment A.
SPECIAL INSTRUCTIONS: Term: 1 year w/ optional +1 +1 +1 +1
DISTRIBUTION: Completed By: Date: Completed By: Date
DEPARTMENT: DPH/Admin Covid
REQUISITIONER: Elizabeth Tello CL 7/22/2020
Rev 1/3/2017
LABORATORY SERVICES AGREEMENT
THIS AGREEMENT made this ____ day of July, 2020, by and between County of Fresno, (“CLIENT”) and
Laboratory Corporation of America (“LABORATORY”).
WHEREAS, LABORATORY is engaged in the business of providing reference clinical laboratory services (the
“Services”); and
WHEREAS, CLIENT desires to contract with LABORATORY to provide reference clinical laboratory services for
CLIENT, and LABORATORY desires to provide the Services described herein.
IT IS THEREFORE AGREED AS FOLLOWS:
1. TERM AND TERMINATION
This Agreement shall become effective on the date set forth above and shall remain in effect for an initial term of
one (1) year. This Agreement may be extended for four (4) additional one (1) year periods by the mutual written
consent of both parties.
This Agreement may be terminated by either party, with or without cause, at any time, by giving the other party
thirty (30) days prior written notice to the address set forth in Section 12.
2. TESTING SERVICES
LABORATORY agrees to perform such Services for CLIENT as may be requested by CLIENT, if available,
during the term of this Agreement. The Services shall include those tests listed in LABORATORY’s current
Directory of Services, including SARS-CoV-2, also known as Coronavirus (COVID-19), LabCorp test code
139900, as the same may be modified from time to time by LABORATORY and such additional services as the
parties may agree to in writing.
The service area under this Agreement shall be the County of Fresno, state of California (“Service Area”).
3. AUTHORITY TO BIND FACILITIES
A list of CLIENT facilities ("Facilities") accessing this Agreement is attached hereto and incorporated herein as
Exhibit A. Exhibit A may be modified from time to time upon the mutual written agreement of CLIENT and
LABORATORY. CLIENT represents and warrants that it has the authority to bind Facilities to the terms of this
Agreement.
4. ADDITIONAL SERVICES
A. SPECIMEN PICK UP AND REPORT DELIVERY
LABORATORY will provide a reference specimen pick up and report delivery service to CLIENT on a daily
basis Monday through Saturday of each week, except on holidays. For the purposes of this Agreement,
holidays shall include New Year’s Day, Memorial Day, Fourth of July, Labor Day, Thanksgiving Day and
Christmas Day. LABORATORY shall make reasonable efforts to deliver or transmit results of a routine
nature (general routine chemistries) to CLIENT within 24 hours of the time the specimen is received by
LABORATORY’s testing facility. LABORATORY shall make reasonable efforts to deliver or transmit
results of tests performed on specimens of a special nature (special chemistries, tissues, etc.) to CLIENT
within the times set forth in LABORATORY’s then current turn-around-time schedule. LABORATORY
shall report panic or critical values performed at LABORATORY facilities in a manner consistent with
LABORATORY’s standard policies and procedures.
B. SUPPLIES
LABORATORY will use commercially reasonable efforts to provide a reasonable supply of collection
supplies to CLIENT on a regular basis as part of its charge for the Services; provided that CLIENT
acknowledges that such availability will be subject to pandemic-related supply shortages and disruptions.
Such items, devices or supplies shall be used solely to collect, transport, process or store specimens to be
submitted to LABORATORY for testing.
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C. CONSULTATION
LABORATORY staff shall be available to consult with CLIENT by telephone during normal
LABORATORY working hours to discuss LABORATORY's procedures and to provide the status of test
results.
5. FEES
CLIENT agrees to pay, to the extent responsible for payment, for the Services provided under this Agreement the
fees set forth in Exhibit A. For services sent to another reference laboratory for testing, CLIENT shall pay the
actual charges to LABORATORY for reference testing performed by such outside laboratory. After the Initial
Term of this Agreement, CLIENT and LABORATORY agree that fees shall either increase on the renewal date
hereof or with LABORATORY’s general annual fee increase of which CLIENT shall receive thirty (30) days
written notice. CLIENT and LABORATORY acknowledge and agree that fees shall not be adjusted more
frequently than once a year.
Notwithstanding the foregoing, CLIENT acknowledges that LABORATORY may develop and/or provide new
technologies and/or new methodologies during the term of this Agreement. LABORATORY shall notify
CLIENT when such technologies and/or methodologies are available and the fee associated with such
technologies and/or methodologies. If, during the term of this Agreement, any nationally recognized professional
medical association makes recommendations that establish or change a standard of care for testing, the parties
will work in good faith to agree on an appropriate rate of payment for testing affected by the new or modified
standard of care on a fee for service basis. If the parties cannot reach agreement, LABORATORY shall have the
right to terminate this Agreement by giving thirty (30) days written notice to CLIENT.
6. BILLING
CLIENT shall indicate the entity responsible for payment of Services rendered on the requisition submitted to
LABORATORY. CLIENT shall be responsible for any Services rendered by LABORATORY for uninsured
patients referred by CLIENT.
If CLIENT indicates that CLIENT is responsible for payment, LABORATORY will submit to CLIENT a monthly
itemized statement of Services rendered to CLIENT by LABORATORY for the prior month. Payment for
Services is due thirty (30) days after the date of invoice. Failure to remit payment within said time may result,
among other remedies available to LABORATORY, in the loss or reduction of CLIENT's discount and/or special
prices on future Services or discontinuation of Service. If, as a result of such non-payment, LABORATORY
reduces or removes any discount and/or special prices, the terms and prices contained in LABORATORY's
current Fee Schedule shall become the Fees payable by CLIENT. LABORATORY may, at its option, reinstate
any discount and/or special prices after CLIENT brings its balance current. Nothing in the foregoing shall waive
any rights or remedies available to LABORATORY with respect to late payment by CLIENT. If LABORATORY
is compelled to bring suit to collect amounts due hereunder, it shall be entitled to recover interest on amounts due,
reasonable attorneys’ fees and costs incurred in connection with the action.
CLIENT is solely responsible for ensuring that it is in compliance with all federal, state and local laws, rules
and regulations applicable to billing, specifically including but not limited to any state-specific restrictions
on the mark-up and/or disclosure of laboratory services and direct billing requirements for laboratory testing.
If CLIENT indicates that a third party insurance payor is responsible for payment, LABORATORY, in
accordance with legal and regulatory requirements, agrees to bill Medicare, Medicaid and insurance companies,
for Services performed under this Agreement. CLIENT agrees to promptly provide LABORATORY with all
necessary information to accomplish the billing and collection of amounts due, including required diagnosis
information. If LABORATORY is unable to obtain payment from any third party due to CLIENT’s failure to
provide the information required by this Agreement, or as a result of CLIENT’s failure to follow applicable rules
or regulations, CLIENT agrees to pay LABORATORY for all such Services.
If LABORATORY receives a denial from any CLIENT’s patient’s third-party payor for all or any part of the
applicable fees, then LABORATORY will submit to CLIENT a monthly itemized statement of Services rendered
by LABORATORY for which claims were denied by applicable third-party payors within the prior month, and
CLIENT shall pay LABORATORY such denied amounts. CLIENT shall pay any amounts applicable for the
Services for which claims were denied within thirty (30) days after the date of invoice.
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For those uninsured patients of CLIENT, LABORATORY will bill CLIENT and CLIENT will reimburse
LABORATORY at the rates set forth in Exhibit B. Under no circumstances will LABORATORY bill patients
directly for Services except for applicable share of cost, deductibles and co-payments.
7. ACCREDITATION OF TESTING SITES
The Services performed hereunder shall be performed at testing facilities to be selected by LABORATORY.
LABORATORY’s facilities are and shall remain duly licensed clinical laboratories under applicable federal, state
and local law. Reasonable documentation of such credentials shall be provided upon written request.
8. INSURANCE
LABORATORY maintains comprehensive, general and professional liability insurance coverage. A copy of
LABORATORY’s Certificate of Insurance shall be provided to CLIENT upon written request.
9. PREVENTION OF FRAUD, WASTE AND ABUSE
The terms of this Agreement are intended to be in compliance with all federal, state and local statutes, regulations
and ordinances applicable on the date the Agreement takes effect including but not limited to, the Health Insurance
Portability and Accountability Act of 1996, as amended, and its accompanying regulations (“HIPAA”), the
Program Fraud Civil Remedies Act of 1986, the Deficit Reduction Act of 2005, the related Federal Civil False
Claims Act and State False Claims Acts, and associated whistleblower protections. LABORATORY has written
policies and procedures for detecting and preventing fraud, waste, and abuse and expects that test orders, services,
supplies or materials provided to LABORATORY are in accordance with the requirements of the applicable
federal and state laws.
10. CHANGE IN LAW OR REGULATION
Should either party reasonably conclude that any portion of this Agreement is or may be in violation of such
requirements or any other legal requirements or subsequent modifications by federal, state or local authorities, or
if any such change or proposed change would materially alter the amount or method of compensating
LABORATORY for Services performed for CLIENT or for any other party under this Agreement, or would
materially increase the cost of LABORATORY's performance hereunder, the parties agree to negotiate written
modifications to this Agreement as may be necessary to establish compliance with such authorities and/or to
reflect applicable changes in compensation necessitated by such legal requirements.
11. NON-ASSIGNABILITY
This Agreement may not be assigned by either party without the written consent of the other party which consent
shall not be unreasonably withheld or delayed.
12. NOTICES
Any notice required to be given pursuant to the terms and provisions hereof shall be in writing and shall be sent
by certified or registered mail to LABORATORY at:
Laboratory Corporation of America
13112 Evening Creek Drive South
San Diego, California 92128
Attention: Contracts Administrator
with a copy to:
Laboratory Corporation of America Holdings
531 South Spring Street
Burlington, North Carolina 27215
Attention: Law Department
and to CLIENT at:
County of Fresno
Department of Public Health
1221 Fulton Street
Fresno, CA 93721
Attention: Administrator
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13. COVERED ENTITY RELATIONSHIP
Each of the parties represents and warrants to the other party, with respect to all protected health information (as
that term is defined under the HIPAA privacy regulation, as amended from time to time), that it is a covered entity
and not a business associate of the other party under the HIPAA privacy regulation and that it shall protect the
privacy, integrity, security, confidentiality and availability of the protected health information disclosed to, used
by, or exchanged by the parties by implementing appropriate privacy and security policies, procedures, and
practices and physical and technological safeguards and security mechanisms, all as required by, and set forth
more specifically in, the HIPAA privacy regulations and the HIPAA security regulations.
14. INDEPENDENT RELATIONSHIP
None of the provisions of this Agreement are intended to create, nor shall be deemed or construed to create, any
relationship between CLIENT and LABORATORY other than that of independent entities contracting with each
other solely for the purpose of effecting the provisions of this Agreement. Neither of the parties hereto, nor any
of their respective employees shall be construed to be the agent, employer or representative of the other.
15. FORCE MAJEURE
LABORATORY shall not be liable for any claims or damages and shall be excused for such claims, damages,
failures and delays in the performance of its obligations under this Agreement due to any act or cause beyond the
reasonable control and without the fault of LABORATORY including, without limitation, acts of God such as
fire, flood, tornado, earthquake; acts of government (i.e., civil injunctions or enacted statutes and regulations); or
acts or events caused by third parties such as riot, strike, power outage or explosion; or the inability due to any of
the aforementioned causes to obtain necessary labor or materials.
16. WARRANTY
A. CLIENT WARRANTS TO LABORATORY THAT NEITHER CLIENT NOR ANY OF ITS EMPLOYEES
OR OWNERS HAVE BEEN DEBARRED, SUSPENDED, DECLARED INELIGIBLE OR EXCLUDED
FROM MEDICARE, MEDICAID, TRICARE OR ANY OTHER FEDERAL OR STATE GOVERNMENT
PROGRAM.
B. LABORATORY WARRANTS TO CLIENT THAT NEITHER LABORATORY NOR ANY OF ITS
EMPLOYEES OR OWNERS HAVE BEEN DEBARRED, SUSPENDED, DECLARED INELIGIBLE OR
EXCLUDED FROM MEDICARE, MEDICAID, TRICARE OR ANY OTHER FEDERAL OR STATE
GOVERNMENT PROGRAM.
C. LABORATORY WARRANTS TO CLIENT THAT ALL SERVICES PROVIDED HEREUNDER SHALL
BE IN ACCORDANCE WITH ESTABLISHED AND RECOGNIZED CLINICAL LABORATORY
TESTING PROCEDURES AND WITH REASONABLE CARE IN ACCORDANCE WITH APPLICABLE
FEDERAL, STATE AND LOCAL LAWS.
D. NO OTHER WARRANTIES ARE MADE BY LABORATORY.
E. IN NO EVENT SHALL LABORATORY BE RESPONSIBLE FOR ANY PUNITIVE DAMAGES OR ANY
CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR SPECIAL DAMAGES OF CLIENT OR OF ANY
THIRD PARTY.
17. BENEFIT
This Agreement is intended to inure only to the benefit of LABORATORY and CLIENT. This Agreement is not
intended to create, nor shall be deemed or construed to create, any rights in any third parties.
18. NONDISCRIMINATION
All Services provided by LABORATORY hereunder shall be in compliance with all applicable Federal and State
laws, regulations and ordinances prohibiting discrimination on the basis of race, color, religion, sex, national
origin, handicap, veteran status or any other protected class.
19. HEADINGS
The headings in this Agreement are for convenience and reference only and are not intended to, and shall not,
define or limit the scope of the provisions to which they relate.
20. ENFORCEABILITY/SEVERANCE CLAUSE
The invalidity or unenforceability of any term or provisions of this Agreement in any jurisdiction shall not affect
the validity or enforceability of any of the other terms or provisions in that jurisdiction or of the entire Agreement
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in any other jurisdiction. If any provision is held invalid by a court of competent jurisdiction, such shall be
severed and the Agreement shall be interpreted as though the severed provision had not existed.
21. WAIVER
No course of dealing between the parties or any delay on the part of either party in exercising any rights they may
have under this Agreement shall operate as a waiver of any of the rights of the other party. No express waiver
shall affect any condition, covenant, rule, regulation, right or remedy other than the one specified in such waiver
and only for the time and in the manner specifically stated.
22. ACCESS TO BOOKS AND RECORDS
If the Services to be provided by LABORATORY hereunder are subject to the disclosure requirements of 42
U.S.C. 1395x (v) (1) (I), LABORATORY shall until expiration of four (4) years make available, upon written
request of the Secretary of Health and Human Services, or upon request to the Comptroller General, or any of
their duly authorized representatives, a copy of this Agreement and the books, documents and records of
LABORATORY that are necessary to certify the nature and extent of the costs incurred under this Agreement
through a subcontractor with a value or cost of $10,000.00 or more over a twelve (12) month period. In addition,
with respect to any applicable subcontract, such subcontract shall contain a clause to the effect that, should the
subcontractor be deemed a related organization, until the expiration of four (4) years after the furnishing of
services pursuant to such subcontract, the subcontractor shall make available upon written request of the Secretary
of Health and Human Services, or upon request to the Comptroller General, or any of their duly authorized
representatives, a copy of the subcontract, and the books, documents and records of such third party that are
necessary to verify the nature and extent of the costs incurred under this Agreement.
During the term of this Agreement, upon reasonable prior written request and during normal business hours,
LABORATORY shall allow CLIENT reasonable access to LABORATORY records concerning the Services
provided hereunder. CLIENT warrants and represents that it has obtained any necessary written consent from
CLIENT patients for the release of such records. Such consent shall satisfy all applicable laws and regulations
including but not limited to the privacy regulations of the Health Insurance Portability and Accountability Act of
1996 (“HIPAA”).
23. MODIFICATION
This Agreement may only be modified in a writing signed by authorized representatives of each party.
24. ENTIRE AGREEMENT
This Agreement constitutes the entire understanding between the parties hereto concerning the subject matter
herein and is a complete statement of the terms thereof and shall supersede all previous understandings between
the parties, whether oral or written with respect to the subject matter herein. The parties shall not be bound by
any representation made by either party or agent of either party that is not set forth in this Agreement. Any
applicable provisions required by federal, state, or local law are hereby incorporated by reference.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in their names as their official
acts by their respective representatives, each of whom is duly authorized to execute the same.
Laboratory Corporation of America
(“LABORATORY”)
County of Fresno
(“CLIENT”)
By: _______________________________________ By: ________________________________________
Print Name: ________________________________ Name: Gary C. Cornuelle
Print Title: _________________________________ Title: Purchasing Manager
Date: _____________________________________ Date: _______________________________________
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Chas B. Cook
Vice President
7/22/20
EXHIBIT A
FACILITY LOCATIONS
Account #: 04116480
Fresno County Department of Public Health
1221 Fulton Street
Fresno, CA 93721
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EXHIBIT B
FEES
For LabCorp test code 139900 testing ordered by CLIENT and performed by LABORATORY, CLIENT agrees to
pay One Hundred Dollars and 00 cents ($100.00) for each completed test.
For Services other than test code 139900, ordered by CLIENT and performed by LABORATORY, CLIENT agrees
to pay the fees set forth in LABORATORY’s current Professional Fee Schedule, as modified from time to time by
LABORATORY.
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