HomeMy WebLinkAboutC06-178
AGREEMENT BETWEEN EAGLE COUNTY
AND
ASPEN CENTER for \VOMEN'S HEALTH
This Agreement ("the Agreement"), made this 23rd day of May, 2006, between Eagle County,
Colorado ("County") and Aspen Center for Women's Health ("Contractor"),
WITNESSETH:
Whereas, County, through its Department of Health and Human Services ("HHS"), works to
promote the health, safety and welfare of County residents of all ages; and
Whereas, among the services County provides in order to promote such health, safety and
welfare are pre-natal health care services; and
Whereas, the use of outside providers of such services enhances the ability of the County to
promote such health, safety and welfare; and
Whereas, Contractor is a provider of such services and wishes to contract with County to provide
such services to County residents in need thereof.
Now, therefore, in consideration ofthe foregoing premises and the following promises, County
and Contractor enter into this Agreement.
Article I: SCOPE
Contractor shall provide prenatal health care services to low-income, uninsured individuals with
incomes below 133% of the federal poverty level who are residents of Eagle County.
County shall be responsible for determination in advance of Contractor's performance of
Assigned Services whether a particular proposed client family is eligible to receive such services.
Article II: TERM
This Agreement shall commence on January 1, 2006 and shall terminate on December 31,2006.
Article III: COMPENSATION
A. Eagle County will reimburse the Contractor $375 per prenatal client, for up to 45 prenatal
clients. The maximum amount of payment under this agreement is $16,975. The contractor
will be reimbursed monthly based on the number of prenatal clients referred for service by the
County. Eagle County will pay directly for routine, including ultrasounds, and authorized lab
costs associated with the prenatal care.
B. County is responsible for determining the eligibility of each individual family for services
under this agreement. County shall advise Contractor in writing of the authorized service plan.
There shall be no payment for services provided without prior authorization for such
services by the County. Such authorization shall include the level of services to be
provided, the nature and type of services provided and the time frames in which these
services are to be provided.
C. If, prior to payment of compensation or reimbursement for services but after submission to
County of a request therefor by Contractor, County reasonably determines that payment as
requested would be improper because the services were not performed as prescribed by the
provisions of this Agreement, the County shall have no obligation to make such payment. If, at
any time after or during the Term or after termination of this Agreement as hereinafter provided
or expiration ofthis Agreement, County reasonably determines that any payment theretofore
paid by County to Contractor was improper because the services for which payment was made
were not performed as prescribed by the provisions of this Agreement, then upon written notice
of such determination and request for reimbursement from County, Contractor shall forthwith
return such payment to County. Upon termination of this Agreement as hereinafter provided or
expiration ofthe Term, any unexpended funds advanced by County to Contractor shall forthwith
be returned to County.
IV. TERMINATION
County may terminate this Agreement at any time and for any reason or no reason upon written
notice to Contractor specifying the date of termination, which date shall be not less than ten (10)
days from the date of the notice. In the event Contractor files for bankruptcy or is declared
bankrupt or dissolves, County may declare in writing that this Agreement is terminated, and all
rights of Contractor and obligations of County, except for payment of accrued but unpaid fees
and expenses, shall terminate immediately.
V. CONTRACTOR'S DUTIES
A. All funds received by Contractor under this Agreement shall be or have been expended
solely for the purpose for which granted, and any funds not so expended, including funds lost or
diverted for other purposes, shall be returned to County.
B. Contractor shall maintain, for a minimum of 3 years, adequate financial and programmatic
records for reporting to County on performance if its responsibilities hereunder. Contractor shall
be subject to financial audit by federal, state or county auditors or their designees. Contractor
authorizes County to perform audits or to make inspections during normal business hours, upon
48 hours notice to Contractor, for the purpose of evaluating performance under this Agreement.
Contractor shall cooperate fully with authorized HHS representatives in the observation and
evaluation of the program and records. Contractor shall have the right to dispute any claims of
misuse of funds and seek an amicable resolution with County.
C. In rendering its services hereunder, Contractor shall comply with the highest standards of
customer service to the public. Contractor shall provide appropriate 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 County. In the event
that County finds these standards of customer service are not being met by Contractor, County
may terminate this Agreement, in whole or in part, upon ten (10) days notice to the Contractor.
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D. The County requests periodic joint service conferences concerning services under this
Agreement to assure appropriate case management and compliance with care recommendations.
E. 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.
F. Contractor shall assure that the service described herein is provided to the County at a cost not
greater than that charged to other persons in the same community.
G. Contractor shall safeguard information and confidentiality 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.
1. Contractor shall notifY HHS immediately of all reports of suspected child abuse or neglect
involving Contractor, including, but not limited to, employees, volunteers and clients. HHS
contractors are considered to be mandatory reporters for suspected child abuse and neglect and
are to make those reports directly to HHS Youth and Family Services Division -
(970) 328-8840.
K. Contractor may submit monthly billings to County. Billings will be paid through the
County's usual bill paying process. Billings must be submitted by the fifth working day of the
subsequent month in order to be eligible for reimbursement, except that billings for services
provided through June 30, 2006 must be submitted by July 1, 2006; and billings for services
provided through December 31, 2006 must be submitted by January 6, 2007 in order to be
eligible for reimbursement.
VI. 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:
COUNTY: CONTRACTOR:
Eagle County Health & Human Services Aspen Center for Women's Health
Post Office Box 660 605 West main street Suite 103
Eagle, CO 81631 Aspen, CO 81611
Notice shall be deemed given three (3) days after the date of deposit in a regular depository of
the United States Postal Service.
VII. ASSIGNMENT
Contractor shall not assign any of its rights or duties under this Agreement to a third party
without the prior written consent of County. County shall terminate this Agreement in the event
of any assignment without its prior written consent of County.
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VIII. MODIFICATION
Any revision, amendment or modification of this Agreement shall be valid only if in writing and
signed by all parties.
IX. INSURANCE
At all times during the term of this Agreement, Contractor shall maintain in full force and effect
the following insurance: Agencies are required to have the full insurance package.
Agency providers...
Type of Insuranee Coverage Limits
Workers' Compensation Statutory
Comprehensive General Liability, including $150,000 per person and
broad form property damage $600,000 per occurrence or as specified
in the Colorado Governmental
Immunity Act, whichever is greater.
Professional Liability Insurance $ 500,000 per occurrence
Contractor shall purchase and maintain such insurance as required above and shall provide
certificates of insurance in a form acceptable to County upon execution of this Agreement.
X. MISCELLANEOUS
A. The relationship of Contractor to County is that of independent contractor. No agent,
employee or volunteer of Contractor shall be deemed to be an agent, employee or volunteer of
County.
B. In the event of litigation in connection with this Agreement, the prevailing party shall be
entitled to recover all reasonable costs incurred, including attorney fees, costs, stafftime and
other claim related expense.
C. 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.
D. Contractor shall indemnify and hold harmless County, its Board of Commissioners, and the
individual members thereof, its agencies, departments, officers, 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 County, its Board of Commissioners, and the
individual members thereof, its agencies, departments, officers, agents, employees, servants and
its successors, as a result of the acts or omissions of Contractor, its employees or agents, in or in
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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.
E. Contractor shall comply at all times and in all respects with all applicable federal, state and
local laws, resolutions, and codes.
F. Notwithstanding anything to the contrary contained in this Agreement, County shall have no
obligations under this Agreement after, nor shall any payments be made to Contractor in respect
of any period after, December 31st of the calendar year of the Term of this Agreement, without
an appropriation therefore by County in accordance with a budget adopted by the Board of
County Commissioners in compliance with the provisions of Article 25, Title 30 of the Colorado
Revised Statutes, the Local Government Budget Law (C.R.S. 29-1-101 et.seq.) and the TABOR
Amendment (Colorado Constitution, Article X, Sec. 20).
G. This Agreement shall be governed by the laws of the State of Colorado. Jurisdiction and
venue for any suit, right or cause of action arising under, or in connection with this Agreement
shall be exclusive in Eagle County, Colorado.
H. This Agreement supersedes all previous communications, negotiations and/or 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.
I. This Agreement does not, and shall not be deemed or construed to, confer upon or grant to
any third party or parties any right to claim damages or to bring any suit, action or other
proceeding against either Contractor or County because of any breach hereof or because of any
of the terms, covenants, agreements and conditions herein.
J. Contractor 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.
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In Witness Whereof, County and Contractor have executed this Agreement in triplicate on the
date set forth above. Two counterparts have been delivered to County and one to Contractor.
CONTRACTOR: Aspen Center for Women's Health
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