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HomeMy WebLinkAboutC04-415 Aspen Center for Women's Health... ~o~ - ~~5 Zz AGREEMENT BETWEEN THE COUNTY OF EAGLE, STATE OF COLORADO AND ASPEN CENTER for ~'VOMEN'S HEALTH THIS AGREEMENT made this 14th day of December, 2004, by and between the County of Eagle, State of Colorado, a bod}' corporate and politic, "County'' and, Aspen Center for Women's Health hereinafter "Contractor." I. AGREEMENT: This Agreement shall commence on November 1, 2004 and shall end on June 30, 2005. 2. SCOPE: ~, The Contractor shall utilize and spend the funds provided safely for the following specific purpose, prenatal health care services to low-income, uninsured individuals with incomes below 133% of the federal poverty level who are residents of Eagle County. Eagle County will reimburse the Cvntractor $375 per prenatal client for up to 20 prenatal clients. The maximum amount of pa}~ment under this agreement is $ 7,500. The contractor will be reimbursed monthl}' based vn the number of prenatal clients referred for service by the County. Eagle County will lay directlS- for routine and authorized lab casts, including ultrasounds, associated with the prenatal care. 3. TERMINATION: The County ma}• terminate this Agreement upon ten (10) days written notice to Contractor if it is deemed by the County in its sole discretion, that the Contractor is not ti~ltilling the program as specified in this Agreement, ar fvr any other reascm. Upon such ternzinativn any unexpended funds shall be returned to the County. In addition, any funds not property expended according to project objectives shall be returned by Contractor to County. In the event the Contractor becomes insolvent, is declared bankrupt, or dissolves, the Cvunty may declare in writing that this Agreement is terminated, and all rights of the Contractvr and obligations of the County shall terminate and cease immediately. 4. CONTRACTOR'S DUTIES: The Contractvr shall comply with the following regt~irejuents: A. All funds received by cvntractvr under this Agreement shall be upended solel}' for the __ - - -- - - - purpose or which granted, and any funds not so expended, including funds Lost or diverted for other pt-rposes, shall be returned to Cvunty. B. cvntractvr shall maintain adequate financial and programmatic records fvr reporting to the Cvunty. The Cvntractor shall maintain all records pertaining to this Agreement for a minimum of three }•eaz-s and rna}' be subjected to an audit b}~ federal, state, ~~r cc?only auditors ar their designees, as requested. If an auditor discovers mist7se of funds, the Cvntractor shall return said misused funds to the County. The Cvntractor hereby authorizes the County to perform audits or to make inspections during normal business hours upon 48 hours notice to Contractor, for the purpose vf'evaluating performance under this Agreement. The Contractor will allow access to and cooperate with authorized Health & Human Services representatives in the observation and evaluation of the prvgram and records. The Contractor shall have the right tv dispute an}- claims of misuse of fiends and seek an amicable resolution with the County. Agreement bet~t~een Eagle Count}- and Aspen Center tvr Women's Health C. Customer ServicelTet•mination: In rendering its services, Contractor shall comply with the highest standards of customer service to the public. Contractor shall provide apprupriate supervision of its employees to ensure the maintenance of these high standards of customer service and professionalism, the performance of such obligation to be determined at the sole discretion of the County. In the event that the County finds these standards of customer service are not being met by the Contractor, the County may terminate this Contract, in whole or in part, upon providing ten (10) days notice to the Contractor. D. The C:rmtractor shall be svlel}~ responsible for ensuring proper licensing and credentialing of those providing services under this Agreement. E. The Contractor shall submit monthly reports to the County regarding the number and nature of services provided under this agreement. F. Contractor shall comply with the requirements of the Civil Rights Act of 1964 and Section 504, Rehabilitation Act of 1973 concerning discrimination on the basis of race, color, sex, age, religion, political beliefs, national origin, or handicap. G. Contractor shall safeguard information and cot~tidentiality of the child and the child's family- in accordance with rules of the Colorado Department of Human Services and Eagle County Health and Human Services, and the Health Information Privacy and Accountability Act. H. The Contractor will notify Eagle County Health & Human Services immediately of all reports of suspected child abuse or neglect involving the Contractor, including, but not limited to, employees, volunteers and clients. Health & Human Services contractors are considered to be "mandatory reporters" for suspected child abuse and neglect and are to make those reports directly to Eagle County Health & Human Services - .Adult & Family Services Division - (970) 3?8-8840. Contractors shall participate in an annual training provided by the County regarding child abuse and neglect reporting. 5. NOTICE: Any notice required under this Agreement shall be given in writing by registered or certified mail; return receipt requested which shall be addressed as follows: THE COUNTY: THE CONTRACTOR: Eagle County Health & Human Services Post Of;~ice Box 660 Eagle, C'O 81631 Aspen Center for Women°s Health 605 West main street Suite 103 Aspen, CU 81611 lVuttce shall he deemed gi~•en three (3) dad s after the date of deposit in a regular depvsitor~~ t~rthe United States Postal Sen~ice. Agreement bet~-een eagle Cotutt}' and Aspen Center for Women's Health 5. ASSIGNMENT: The Contractor shall not assign an}~ of its rights or duties under this Agreement to a third part}• without the prior written consent of Count}-. An}• assignment without the prior written consent of Count}- shall cause this Agreement to terminate. 7. MODIFICATION: Any revision, amendment or modification to this Agreement, shall onl}' be valid if in writing and signed b}• aII parties. S. INSURANCE: At all times during the term of this Agreement, Contractor shall maintain in full force and effect the f~~llowing insurance: 1'~pc vflnstu'ance Wurltiers' Compensation L:ntpk>>~ers Liabilit}, including occupational T)i,case Co~~erase t,uniis Statutor}~ ~~pt? 0()t) Comprehensive Ueneral Liability. inciudtng L~rvad fonn prupertt• damage 1'rui~;sstunal Ltabilit} Insurance $ I5~}.t)()~}pet pet sun and $(,t)p_t)(~() per ~x;currence or as specified in the Cnlor<tdu {ittvernmental Ttnmttnit}~ Act. «ltiehe~•er t: ~~reaLtr $ 1.040_~)OC) per occurrence Cotitt actor shall purchase and maintain such insurance as required above and shall provide certificates of insurance in a form acceptable to Eagle County upon execution of the Agreement. 9. MISCELLANEOUS: A. The parties to this Agreement intend that the relationship of the Contractor to the t:ounty is that of independent contractor. No agent, emplvyee, or volunteer of the Contractor shall be deemed to be an agent, employee, or volunteer of the County. B. This ,agreement shall be binding upon and inure to the benefit of the Contractor and the County and their respective heirs, legal representatives, executors, administrators, successors and assigns. Neither party may assign or delegate any of its rights or obligations hereunder without first obtaining the written consent of the other party. C. In the event of litigation in connection with this Agreement, it is agreed that the prevailing party shall be entitled to recover all reasonable costs incurred, including attorney fees, costs, staff tune and other claim related expense. D. The invalidity or unenforceability of any provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed as if such invalid or unenforceable provision was omitted. .~~greement bet~~~een Eagle Count} and ,aspen Center for Women's Health E. Contractor shall indemnify and hold harmless the County, its Board of Commissioners, and the individual members thereof, its agencies, departments, ai~icers, agents, employees, servants and its successors from any and all demands, losses, liabilities, claims or judgments, together with all costs and expenses, including but not limited to attorney fees, incident thereto which may accrue against, be charged to or be recoverable from the County, its Board of Cvmmissioners, and the individual members thereof, its agencies, departments, ot~icers, agents, employees, servants and its successors, as a result of the acts or omissions of Contractor, its employees or agents, in or in part pursuant to this Agreement or arising directly or indirectly out of Contractor's exercise of its privileges or performance of its obligations under this Agreement. F. The Contractor shall comply with all applicable laws, resolutions, and codes. G. Notwithstanding anything to the contrary contained in this Agreement, the County shall have no obligations under this Agreement, nor shall any payments be made to Contractor in respect of arty period after December 31st of each calendar year during the term of this Agreement, without the appropriation therefore by the County in accordance with a budget adopted by the Board of County Commissioners in compliance tivith the provisions of article 2~i, Title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C. R. S. ' 29-1-101 et. seq.) and the TAB UR Amendment (Colorado Constitution, Article X, Sec. 20}. H. This Agreement shall be governed by the laws of the State of Colorado. Jurisdiction and venue far any suit, right, or cause of action arising under, ar in connection with this Agreer7rent shall be exclusive in Eagle County, Colorado. I. 'This Agreement supersedes all previous communications, negotiations and/ar agreements between the respective parties hereto, either verbal or written, and the same not expressly contained herein are hereby withdrawn and annulled. This is an integrated agreement and there are no representations about any of the subject matter hereof except as expressly set forth in this Agreement. No alterations, amendments, changes, or modifications to this Agreement shall be valid unless executed by an instrument in writing signed by both parties. J. This Agreement does not, and shall nc>t be deemed or construed to, confer upon or grant to any third party ar• parties any right to claim damages ar to bring any suit, action ar ether proceeding against either Contractor or the County because of any breach hereof or because of any of the terms, covenants, agreements and conditions herein. K. Contractor hereby certifies that it has read the Agreement, understands each and every° term and the requirements set forth herein, and agrees to comply with the same. :a tlgreement bet~~een Eagle Count}- an~i Aspen Center for Women's Health IN WITNESS WHEREOF, the parties hereto have executed this agreement on the date first set forth above. The parties hereto have signed this Agreement in triplicate. Two counterparts have been delivered to County and one to the Contractor. COUNTY OF EAGLE, STATE OF COLORADO By and through its Board of County Commissioners By: Tom C. St ne, Chairman .~~ TEST: `'~~!!A~,~,fi~,,,, (,~ Clerk t',o;1~ t,~,1he Boar of County- Commissioners ~ " ~ ~~~n~~ ~~ ~ CONTRACTOR: Aspen Center for Women's Health ~ ~'~~ By: ~ ~~ Title: