The Wake County Board of Commissioners met in regular session Monday, August 21,
2006, at 2:00 p.m. in the Commissioners’ Room, 7th Floor, Wake County Courthouse,
Raleigh, North Carolina. Members present were Commissioners Joe Bryan; Herbert
H. Council; Kenn M. Gardner; Tony Gurley; Phil Jeffreys; Betty Lou Ward; and Harold Webb.
Others attending were the County Manager, David C. Cooke; the County Attorney,
Mr. Michael R. Ferrell; and the Clerk to the Board, Mrs. Susan Banks.
Chairman Gurley called the meeting to order.
This contract is made and entered into this 20th day of February, 2006 by and between Wake County Human Services (Wake County) and LABORATORY CORPORATION OF AMERICA HOLDINGS (Provider).
For the purposes and subject to the terms and conditions hereinafter set forth, Wake County hereby retains the Provider.
TERM OF AGREEMENT: July 1, 2006 through June 30, 2009
I. SERVICES TO BE PROVIDED
The services to be performed by the Provider shall be as follows:
1. The Provider [LabCorp] will perform clinical laboratory tests the preponderance of which should be performed at one of the facilities owned and operated by the Provider. In the event that the Provider must refer a requested test to another laboratory outside it's direct ownership and control, the Provider will A) assure that the laboratory meets all applicable regulatory requirements, and B) assures that the name and address of the laboratory to whom testing was referred, appears on the finalized report to the Customer. The services shall be provided at the fees listed in Exhibit A. These prices will remain during the term of the agreement.
2. Provider will provide a reference specimen pickup and report delivery service to Wake County on a daily basis Monday through Friday 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. Provider shall make reasonable efforts to deliver or transmit results of a routine nature (general routine chemistries) back to Wake County within 24 hours of the time the specimen is received by Provider's testing facility. Provider shall make reasonable efforts to deliver or transmit results of tests performed on specimens of a special nature (special chemistries, tissues, etc.) back to Wake County within the times set forth in Provider's then current turn-around-time schedule.
3. SUPPLIES: Provider will provide, as part of its charges for its services, all necessary items, devices, or supplies that are used to collect, transport, process, or store specimens to be submitted to the Provider for testing.
4. PRINTER: The Provider will supply data receiving equipment which is used solely to communicate the results of the Provider's tests to each of the designated sites, as long as the designated site meets the Provider's qualifications and conditions of participation, to ensure the earliest delivery of test result data and off-hour test result reporting. The designated sites include the Alcoholism Treatment Center (ATC), Wake County Human Services Health Center at Sunnybrook Road, and the Human Services Eastern Regional Center in Zebulon, and the Human Services Center in Wake Forest. Said data receiving equipment shall be the sole property of the Provider and will remain in the designated sites as long as this Agreement is in effect. There will be no additional charge for the use of the data receiving equipment. It will be the responsibility of the Provider or the equipment vendor, as the case may be, to services and maintain said data receiving equipment.
5. The Provider shall ensure that all of its facilities which perform testing for Wake County Human Services and all facilities the Provider may use from time to time shall be appropriately licensed and accredited. Reasonable documentation of such credentials shall be provided upon request.
6. Upon execution of the appropriate connectivity agreement, LabCorp shall also provide the Customer with the following services:
· Electronic Order Entry capability
· Secured Web Based retrieval of results and/or testing status. - HIPAA compliant.
· Computer interface capability
7. LabCorp shall also provide customer with monthly billing statements by account, and to include the patient name, Patient ID number, date of service and description of test.
Provider will submit to Wake County a monthly itemized statement of Services rendered to Wake County by Provider 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 PROVIDER, in the loss or reduction of Wake County 's discount and/or special prices on future Services or discontinuation of Service. If, as a result of such non-payment, PROVIDER reduces or removes any discount and/or special prices, the terms and prices contained in Provider's current Fee Schedule shall become the Fees payable by Wake County. Provider may, at its option, reinstate any discount and/or special prices on business referred to Provider after Wake County brings its balance current. Nothing in the foregoing shall waive any rights or remedies available to LABORATORY with respect to late payment by Wake County. If Provider 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.
In accordance with legal and regulatory requirements, Provider agrees to bill the patient or other responsible party including Medicare, Medicaid and insurance companies, for the Services performed under this Agreement. Wake County agrees to promptly provide Provider with all necessary information to accomplish such billing and collection of amounts due. If Provider is unable to obtain payment from any third party due to Wake County 's failure to provide the information required in this Agreement or as a result of Wake County 's failure to follow applicable rules or regulations, Wake County agrees to reimburse Provider for all such payments.
The services of the Provider shall commence on July 1, 2006, and unless sooner terminated by mutual consent or as hereinafter provided, shall be provided until June 30, 2009; provided that Provider shall have the right to terminate this Agreement for services upon thirty (30) days' notice in writing to the County, and the County shall have the right to terminate this Agreement upon thirty (30) days' notice in writing to the Provider; except, in the case of abuse or neglect affecting client care, Wake County reserves the right to terminate this Agreement immediately upon written notice. This Agreement is subject to the availability of funds to purchase the specified services and may be terminated immediately if such funds become unavailable.
This agreement may be renewed for successive one year terms upon written authorization signed by the appropriate officers of each party.
As full compensation for the Provider's services, the County agrees to pay the Provider to the extent responsible, for all tests and services performed by the Provider under this Agreement in the manner and amounts set forth in Exhibit A. Total payments under this contract are not to exceed $175,000 per year for the first two years of the contract term, July 1, 2006 through June 30, 2008. Payment will increase for the third and last year of the contract term, July 1, 2008 through June 30, 2009, but shall not exceed the current price index.
Services shall be delivered, and expenses paid based on invoices according to the agreed upon rates in the attachment. Wake County and Provider acknowledge that the maximum amount set forth is an estimate only of the final cost of the deliverables set forth. Wake County agrees that if actual cost exceeds the maximum to be paid under this Agreement, that an addendum shall be promptly executed by both parties to encumber additional funds.
The Provider shall bill the County for services rendered during the preceding thirty (30) days. The County shall pay all such bills within the following twenty (20) days provided all elements of this Agreement are satisfactorily met.
Wake County warrants to the Provider that neither Wake County nor any of its employees who will order services under this agreement have been debarred, suspended, declared ineligible, or excluded from Medicare/Medicaid or any other Governmental Healthcare Program. Notwithstanding the above, Wake County acknowledges that one of its facilities, the Wake County Alcoholism Treatment Center ("Treatment Center"), has been terminated as a Medicaid and Medicare provider. As such, Wake County represents and warrants that neither it, nor Treatment Center, shall request Provider to bill Medicare, Medicaid or under any other Governmental Healthcare Program for services provided to Treatment Center patients. Wake County will indemnify, defend and hold Provider harmless from and against any claims or penalties arising out of, or related to, its breach of this warranty.
The Provider warrants to Wake County that all services provided hereunder shall be performed in accordance with established and recognized clinical laboratory testing procedures and with reasonable care in accordance with applicable Federal, State, and Local laws. No other warranties are made by the Provider. In no event shall Provider be responsible for any punitive damages or any consequential, incidental, indirect or special damages of County or any third party.
V. RELATIONSHIP OF PARTIES
The Provider shall operate as an independent contractor, and the County shall not be responsible for any of the Provider's acts or omissions. The Provider shall not be treated as an employee with respect to the services performed hereunder for federal or state tax, unemployment or workers' compensation purposes. The Provider agrees that neither federal, nor state, nor payroll tax of any kind shall be withheld or paid by the County on behalf of the Provider or the employees of the Provider. The Provider further agrees that the Provider is fully responsible for the payment of any and all taxes arising from the payment of monies under this Agreement. The Provider shall not be treated as an employee with respect to the services performed hereunder for purposes of eligibility for, or participation in, any employee pension, health, or other fringe benefit plan of the County. The County shall not be liable to the Provider for any expenses paid or incurred by the Provider unless otherwise agreed in writing. The Provider shall supply, at his sole expense, all equipment,
tools, materials, and supplies required to provide the contracted services unless otherwise agreed in writing. The Provider shall comply with all federal, state and local laws regarding business permits, certificates and licenses that may be required to carry out the services to be performed under this Agreement. The Provider shall insure that all personnel engaged in work under this Agreement shall be fully qualified and shall be authorized under state and local law to perform the services under this Agreement.
The Provider shall obtain, at his sole expense, all insurance required in the following paragraphs and shall not commence work until such insurance is in effect and certification thereof has been received by Wake County's Risk Manager. Workers' Compensation Insurance, with limits for Coverage A Statutory-State of North Carolina and Coverage B Employers Liability $500,000 each accident, disease policy limit and disease Each Employee.
Commercial General Liability - Combined single limits of no less than $1,000,000 each occurrence and $2,000,000 aggregate. This insurance shall include Comprehensive Broad Form Coverage including contractual liability. Commercial Automobile Liability, with limits of no less than $500,000 Combined Single Limit for bodily injury and property damage. Evidence of commercial automobile coverage is only necessary if vehicles are used in the provision of services under this Agreement and/or are brought on a Wake County site.
All insurance companies must be licensed in North Carolina and be acceptable to the County's Risk Manager. Insurance Policies, except Workers' Compensation, shall be endorsed (1) to show Wake County as a certificate holder and (2) to amend cancellation notice to 30 days, pursuant to North Carolina law. Certificates of insurance shall be signed by a licensed North Carolina agent and be amended to show "thirty (30) days' notice of change or cancellation will be given to the Wake County Risk Manager by certified mail."
Copies or originals of correspondence, certificates, endorsements or other items pertaining to insurance shall be sent to:
with a copy to:
LABORATORY CORPORATION Wake County OF AMERICA HOLDINGS and it subsidiaries
This instrument has been preaudited in the manner required by the Local Government Budget and Fiscal Control Act.
PRESENT: Joe Bryan, Herb Council, Kenn Gardner, Tony Gurley, Phil Jeffreys, Betty Lou Ward, and Harold Webb.
ALSO PRESENT: David Cooke, County Manager, Michael Ferrell, County Attorney and Susan J. Banks, Clerk to the Board.
* * * * *
Commissioner Ward introduced the following resolution, a summary of which had been provided to each Commissioner, a copy of which was available with the Clerk to the Board and which was read by title:
Section 1. The appointment of US Bank, National Association as successor Issuing and Paying Agent is hereby approved.
Section 2. The Chairman or Vice-Chairman of the Board, the Clerk to the Board, the County Manager, the Finance Director and the other officers of the Issuer are each hereby authorized and directed to execute and deliver for and on behalf of the Issuer any and all statements, certificates, documents or other papers, including, without limitation, a new issuing and paying agent agreement, and to perform any and all acts they may deem necessary or appropriate in order to carry out the intent of this resolution and the matters herein authorized.
Upon motion of Commissioner Ward, seconded by Vice Chairman Webb, the foregoing resolution entitled: “RESOLUTION PROVIDING FOR THE APPOINTMENT OF SUCCESSOR ISSUING AND PAYING AGENT FOR GENERAL OBLIGATION COMMERCIAL PAPER BOND ANTICIPATION NOTES” was passed by the following vote:
Ayes: Commissioners_ Joe Bryan, Herb Council, Kenn Gardner, Tony Gurley, Phil Jeffreys, Betty Lou Ward, and Harold Webb.
1. That, pursuant to The Local Government Bond Act, as amended, the County of Wake, North Carolina, is hereby authorized to contract a debt, in addition to any and all other debt which said County may now or hereafter have power or authority to contract, and in evidence thereof, to issue General Obligation School Bonds in an aggregate principal amount not exceeding $970,000,000 (the “Bonds”), for the purpose of providing funds, together with any other available funds, to finance, in whole or in part, the acquisition, construction, and equipping of new school facilities and the improvement, renovation or expansion of existing school facilities in Wake County.
2. That taxes shall be levied in an amount sufficient to pay the principal of and the interest on said Bonds.
3. That a sworn statement of the debt of said County shall be filed with the Clerk to the Board of Commissioners and be open to public inspection.
4. That this order shall take effect when approved by the voters of said County at a referendum as provided in The Local Government Bond Act, as amended.
PRESENT: Joe Bryan, Herb Council, Kenn Gardner, Phil Jeffreys, Betty Lou Ward and Harold Webb. _______________
ALSO PRESENT: David Cooke, County Manager, Michael Ferrell, County Attorney and Susan
J. Banks, Clerk to the Board.________ ______
The Chairman announced that this was the date and hour fixed by the Board of Commissioners for the public hearing upon the order entitled: “ORDER AUTHORIZING $970,000,000 GENERAL OBLIGATION SCHOOL BONDS” and that the Board of Commissioners would immediately hear anyone who might wish to be heard on the questions of the validity of said order or the advisability of issuing any of said bonds.
No one appeared, either in person or by attorney, to be heard on the questions of the validity of said order or the advisability of issuing any of said bonds and the Clerk to the Board of Commissioners announced that no written statement relating to said questions had been received.
Except Patti Head, Chairman of the Wake County Board of Education, residing at 8857 Woody Hill Road, Raleigh, North Carolina, who appeared in person and stated her support of the schools bond.
All of the foregoing statements were duly considered by the Board of Commissioners. Thereupon, upon motion of Commissioner Bryan, seconded by Commissioner Betty Lou Ward, the order introduced and passed on first reading on July 17, 2006 entitled “ORDER AUTHORIZING $970,000,000 GENERAL OBLIGATION SCHOOL BONDS” was read a second time by title and placed upon its final passage. The vote upon the final passage of said order was:
Ayes: Commissioners Joe Bryan, Herb Council, Kenn Gardner, Tony Gurley, Betty Lou Ward, and Harold Webb. ___________________________________________________________________
Noes: Phil Jeffreys.
The Chairman then announced that the order entitled “ORDER AUTHORIZING $970,000,000 GENERAL OBLIGATION SCHOOL BONDS” had been adopted.
The Clerk to the Board of Commissioners was thereupon directed to publish said order, together with the appended statement attached thereto as required by The Local Government Bond Act, as amended, once in The News & Observer.
Thereupon Commissioner Joe Bryan introduced the following resolution, a copy of which had been provided to each Commissioner and which was read by title:
1. This Board hereby calls a special bond referendum with respect to the Bond Order and fixes the date thereof as November 7, 2006.
2. The Clerk to the Board of Commissioners shall cause a notice of special bond referendum to be published in The News & Observer once at least fourteen days before October 13, 2006 (being the last day on which persons may register for said referendum) and once again not less than seven days before said day.
3. The form of the question on the ballot shall be as follows:
Shall the order authorizing up to $970,000,000 of General Obligation School Bonds of Wake County for financing, in whole or in part, the acquisition, construction, and equipping of new school facilities and the improvement, renovation or expansion of existing school facilities in Wake County be approved?
SPECIAL BOND REFERENDUM
COUNTY OF WAKE, NORTH CAROLINA
November 7, 2006
2. To vote AGAINST the bond order, complete the arrow pointing to the right of the word “NO” for the bond order.
3. If you tear or deface or wrongly mark this ballot, return it and get another.
[End of form of Ballot]
6. This resolution shall take effect upon its passage.
Thereupon, upon motion of Commissioner Joe Bryan, seconded by Commissioner Betty Lou Ward, the foregoing resolution entitled: “RESOLUTION CALLING A SPECIAL BOND REFERENDUM” was passed by the following vote:
Ayes: Commissioners Joe Bryan, Herb Council, Kenn Gardner, Tony Gurley, Betty Lou Ward and Harold Webb. _________________________________________________________
Noes: Phil Jeffreys______________________________________________________________
I DO HEREBY FURTHER CERTIFY that I mailed or delivered a certified copy of the resolution passed by said Board on August 21, 2006 entitled: “RESOLUTION CALLING A SPECIAL BOND REFERENDUM” to the Wake County Board of Elections on or before the third day following the passage of said resolution.
I DO HEREBY FURTHER CERTIFY that the schedule of regular meetings of said Board of Commissioners has been on file in my office pursuant to North Carolina General Statutes §143-318.12 as of a date not less than seven (7) days before said meeting.
WITNESS my hand and the corporate seal of said County, this 21st day of August, 2006.
Clerk to the Board of Commissioners
for the County of Wake, North Carolina
WHEREAS, the proposal complies with the Land Use Plan’s Transitional Urban Development policies (TUDs) regarding the provision of water and sewer services;
WHEREAS, the proposal complies with the Transitional Urban Development policies (TUDs) regarding the provision of transportation facilities;
WHEREAS, the proposal is consistent with the Wake County Land Use Plan and otherwise promotes the public health, safety, and general welfare;
WHEREAS, on June 7, 2006 the Wake County Planning Board voted 9-0 to recommend that the Board of Commissioners approve the proposed zoning map amendment with the petitioner’s proposed conditions; and
WHEREAS, the Wake County Board of Commissioners held a duly-noticed public hearing on August 7, 2006 to consider amending the Zoning Map to rezone the entire area, or part of the area, to the classification requested, or to a more restrictive classification.
NOW, THEREFORE, BE IT ORDAINED BY THE WAKE COUNTY BOARD OF COMMISSIONERS:
The proposed rezoning is found to be consistent with the Fuquay-Varina/Garner Area Plan and otherwise promotes the public health, safety, and general welfare, and the Wake County Zoning Map is hereby amended to rezone the property described above from Residential-30 (R-30) to Conditional Use-General Business (CU-GB) (conditions listed below).
WHEREAS, N.C.G.S. 158-7.1(b) lists specific economic development activities which a city and/or county may undertake, which list is not exclusive; and
WHEREAS, the Corporation is relocating its United States headquarters operations to a facility to be constructed at 301 Fayetteville Street; and
WHEREAS, the Corporation will enter into a Lease requiring Developer to make or cause to be made real property improvements at said location which will require site improvements, construction of buildings, and installation of additional machinery and equipment, collectively referred to herein as “Facilities” to accommodate the Corporation’s operations and for other uses; and
WHEREAS, the Board of Commissioners of the County has determined, following a public hearing on August 21, 2006, that the proposed activity by Developer and the Corporation will tend to increase the population, taxable property base and business prospects of the County, and will encourage the Corporation to relocate in the area, and that it is in the public interest to provide assistance, as authorized by N.C.G.S. 158-7.1; and
WHEREAS, the City Council of the City has determined, following a public hearing on August 8, 2006, that the proposed activity by Developer and the Corporation will tend to increase the population, taxable property base and business prospects of the City, and will encourage the Corporation to relocate in the area, and that it is in the public interest to provide assistance, as authorized by N.C.G.S. 158-7.1; and
WHEREAS, the grant payments by the County will be combined with other economic incentives being offered by the City; and
WHEREAS, the County Board of Commissioners and the City Council finds that the consideration the County and City will receive, based on prospective tax revenues to be generated over the term of this agreement will exceed the amount of the grant offered herein; and
WHEREAS, N.C.G.S. §153A-449 authorizes the County to contract with and appropriate money to any person, association, or corporation in order to carry out the public purpose that the County is authorized by law to engage in; and
WHEREAS, N.C.G.S. §160A-21 authorizes the City to contract with and appropriate money to any person, association, or corporation in order to carry out the public purpose that the City is authorized by law to engage in.
NOW, THEREFORE, in consideration of the promises and other considerations, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Real Estate Purchase, Construction/Renovation, and Machinery and Equipment Acquisition: The Corporation shall cause Developer to construct the Facilities in which the Company’s United States headquarters will be located, and shall produce deed, title and/or other legal instruments showing proof of ownership of the Facilities by Developer; documentation for improvements which have been made to the real estate; and, receipts showing proof of acquisitions of machinery and equipment for the Facilities by the Company and/or Developer, for the purpose of operating the Corporation’s United States headquarters. Such premises to be improved in accordance with the following:
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be fully executed as of the date and year first above written.