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HomeMy WebLinkAboutC09-138 EagleCare Medical ClinicCoq-138" AGREEMENT BETWEEN EAGLE COUNTY AND EAGLE CARE MEDICAL CLINIC This A eem nt "the A reement" is made this ~ da of ~ ~'~ ~ 2009 between e -~ ~ , ~' ( g ) y Eagle County, Colorado (hereinafter, "County") and Vail Clinic, Inc., (d/b/a/ "EagleCare Medical Clinic,")(hereinafter, "Contractor"). WITNESSETH: Whereas, the County, through its Department of Public Health, works to promote the .health, safety and welfare of County residents of all ages; and Whereas, among the services County assures, in order to promote such health, safety and welfare are prenatal 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 a service and wishes to contract with County. Now, therefore, in consideration of the foregoing premises and the following promises, County and Contractor enter into this Agreement. I: SCOPE Contractor shall provide timely, prenatal health care services, in accordance with current medical standards, to low-income, uninsured individuals, with incomes at or below 185% of the federal poverty level.. These dollars shall be used solely on Eagle County residents who have been referred to EagleCare Medical Clinic, by the Eagle County Department of Public Health. County is responsible for determining the eligibility of each individual family for services, and for maintaining files regarding eligibility under the scope of this agreement. Contractor shall see up to 246 clients that are referred by the County, during the term of this Agreement. Quarterly, Contractor shall submit reports with numbers served and demographics (See Section VI.F below), in addition to invoices. II: TERM This Agreement shall commence on January 1, 2009, and shall terminate on December 31, 2009. III: COMPENSATION A. Eagle County will pay the Contractor quarterly installments of $32,750 upon receipt of reports and invoices as required by Section VI (~ of this Agreement. The Contractor utilize these funds to pay for routine tests, including ultrasounds, and laboratory costs associated with the prenatal care of the patients referred by the County. The total cost of this Agreement shall not exceed $ 131,000, absent an amendment to this agreement signed by both parties. B. If, prior to payment of compensation, but after submission to County of a request therefore 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 of this 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 of the Term, any unexpended funds advanced by County to Contractor shall forthwith be returned to County. IV: PROHIBITIONS ON PUBLIC CONTRACT FOR SERVICES If Contractor has any employees or subcontractors, Contractor shall comply with C.R.S. § 8- 17.5-101, et seq., regarding Illegal Aliens -Public Contracts for Services, and this Contract. By execution of this Contract, Contractor certifies that it does not knowingly employ or contract with an illegal alien who will perform under this Contract and that Contractor will participate in the E-verify Program or other Department of Labor and Employment program ("Department Program") in order to conftrm the eligibility of all employees who are newly hired for employment to perform work under this Contract. A. Contractor shall not: (i) Knowingly employ or contract with an illegal alien to perform work under this contract for services; or (ii) Enter into a contract with a subcontractor that fails to certify to the Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under the public contract for services. B. Contractor has conftrmed the employment eligibility of all employees who are newly hired for employment to perform work under this Contract through participation in the E-verify Program or Department Program, as administered by the United States Department of Homeland Security. Information on applying for the E-verify program can be found at: http://www,dhs.gov/xprevprotlprogramsl~c 1185221~i78150.shtm C. The Contractor shall not use either the E-verify program or other Department Program procedures to undertake pre-employment screening of job applicants while the public contract for services is being performed. 2 D. If the Contractor obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an illegal alien, the Contractor shall be required to: (i) Notify the subcontractor and the County within three days that the Contractor has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and (ii) Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to subparagraph (i) of the paragraph (D) the subcontractor does not stop employing or contracting with the illegal alien; except that the Contractor shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. E. The Contractor shall comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that the deparhnent is undertaking pursuant to its authority established in C.R.S. § 8- 17.5-102(5). F. If a Contractor violates these prohibitions, the County may terminate the contract for a breach of the contract. If the contract is so terminated specifically for a breach of this provision of this Contract, the Contractor shall be liable for actual and consequential damages to the County as required by law. G. The County will notify the office of the Colorado Secretary of State if Contractor violates this provision of this Contract and the County terminates the Contract for such breach. V. 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. VI. 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 of 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. Contractor shall comply with all applicable federal, state and local rules, regulations and laws governing services of the kind provided by Contractor under this Agreement. D. 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. E. Contractor shall safeguard information and confidentiality of all clients in accordance with rules of Eagle County Health & Human Services, and the Health Information Privacy and Accountability Act. F. Contractor shall provide the County with a quarterly report of services that includes: • Name of client • Client's date of birth • Date of first service • Due date • Week of pregnancy at first visit G. Contractor shall submit billings at least quarterly to the County, and to the attention of the Public Health Director. 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, 2009 must be submitted by July 3, 2009; and billings for services provided through December 31, 2009 must be submitted by January 10, 2010, in order to be eligible for reimbursement. VII. 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 Public Health Director Contact: Barbara Firminger PO Box 660 Vail Valley Medical Center Eagle, CO 81631 PO Box 40,000 (970) 328-8819 Vail Colorado, 81658 4 Notice shall be deemed given three (3) days after the date of deposit in a regular depository of the United States Postal Service. VIII. 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. IX. MODIFICATION Any revision, amendment or modification of this Agreement shall be valid only if in writing and signed by all parties. X. INSURANCE Type of Insurance Professional Liability Insurance Coverage Limits $ 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. XI. 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, staff time 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 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 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. 5 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. // REMAINDER OF PAGE INTENTIONALLY LEFT BLANK // 6 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. COUNTY OF EAGLE, STATE OF COLORADO, BY AND THROUGH ITS BOARD OF COUNTY COMMISSIONERS By: Sara J. Fisher, C airman ATTEST: Teak J. Simontc~I Clerk to the Board of Coun ~`~ ~ I _~ CONTRACTOR: By: ~, 'fir /~-~~~J Vail Valley Medical Center Appri~~~~d ~~~ t~~ Forjll VVIVI ' I ral ~-~partm~n~ By: C Emily Ka fr 4u~ Date; ~ ~' ~ ~ ~ ~• 7 TERM SHEET -r ..~ j; ~' .. e 1 Re uested hearm date: First choice ~ Second choir 2) For County Manager signature: No 3) Requesting department: Department of Public Health 4) TT le: Agreement between Eagle County and Eagle Care Medical Clinic for Prenatal Care Services 5) Check one: Consent: X On the Record: 6) Staff submitting: Anne Robinson 7) Purpose: This contract supplements Vail Valley Medical Center's Indigent Care clinic to be able to provide prenatal care services to Eagle County Public Health clients. Through this contract, up to 246 clients will be seen, based on income eligibility guidelines. Funds go toward lab tests, ultrasounds, and associated office visit costs. 8) Schedule: The contract period is January 1, 2009 -December 31, 2009. 9) Financial considerations: The contract amount is $131,000 and is in the 2009 Public Health Budget. This agreement does comply with the County's Purchasing Guidelines as VVMC is the only provider of indigent prenatal services in the Eagle River Valley. RECEI1f ED lo) o=: APR ~ 4.2009 ~p 0 FORM ~y' CountY A~ol~ney's'~~Ge Eagle ~'Y' Commissioner~' Office Eagle County EAGLE C0~1i~~~1~ A~`TQRNEY ~~ ,~.~ c..L , ~~,~ v,~~ ,~ 4 ~~ U ~~~; ~~ ` t ~' ~`,~ f ~ ~ ~~ ~~ ~ ~ ~~~ ~ ~~ ~~~ ~~ ~J ~,~~ ~f