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HomeMy WebLinkAboutC11-387 VVMC Diversified Services (Prenatal Health Care) AGREEMENT BETWEEN EAGLE COUNTY AND VVMC DIVERSIFIED SERVICES dba EAGLE CARE MEDICAL CLINIC FOR THE PROVISION OF PRENATAL HEALTH CARE SERVICES This Agreement ( "Agreement ") dated as of this X day of 2011, is between the County of Eagle, State of Colorado, a body corporate and politic, by and through its Board of County Commissioners ( "County "), with a mailing address of 500 Broadway, Post Office Box 850, Eagle, CO 81631 and VVMC Diversified Services dba Eagle Care Medical Clinic with a mailing address of P.O. Box 40,000, Vail, CO 81658 ( "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 ACOG medical standards, to low - income, uninsured Eagle County residents, with incomes at or below 185% of the federal poverty level who have been referred to Contractor by County and agree to receive services from Contractor ( "Clients "). These dollars shall be used solely to defray the cost of Contractor's provision of prenatal services for to those Clients. County is responsible for determining the eligibility of each Client for services and for maintaining files regarding eligibility under the scope of this agreement. Contractor shall provide services for up to 128 Clients that are referred by the County during the term of this Agreement. Contractor shall submit monthly reports with numbers served and demographics (See Section VI.F below), in addition to quarterly invoices for payment. II: TERM This Agreement shall commence on January 1, 2012 and shall terminate on December 31, 2012. III: COMPENSATION A. During the term of this Agreement, Eagle County will pay to Contractor $550 for each Client served by Contractor. County will reimburse Contractor on a quarterly basis for Clients served during the previous quarter upon receipt of properly submitted invoices by Contractor. The Contractor will utilize these funds to pay for the partial costs of providing clinical services associated with the prenatal care of the patients referred by the County. Contractor shall be reimbursed for services provided to Clients only after they have been deemed eligible by County. County will not reimburse Contractor for services provided to Contractor' s patients before they are deemed eligible Clients by County. The total cost of this Agreement shall not exceed $70,400.00, absent an amendment to this agreement signed by both parties. B. For reimbursement Contractor must submit invoices by the fifth business day of each quarter. Invoices shall include a description of services performed for each Client during the previous quarter. If County is not satisfied with the completeness of a submitted invoice, County may request Contractor to either revise the invoice or provide additional information. Fees will be paid within thirty (30) days of receipt of a proper and accurate invoice from Contractor for Contractor's Services. Billings for services provided through December 31, 2012 must be submitted by January 10, 2013, in order to be eligible for reimbursement. All invoices must be mailed or delivered in- person to the following address to ensure proper payment. Invoices sent by fax or email will not be accepted. Eagle County Health & Human Services Business Office 550 Broadway P.O. Box 660 Eagle, CO 81631 C. 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- 2 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 confirm 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 confirmed 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 /xprevprot/programs /gc 1185221678150.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. 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 3 department 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 Public Health 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. 4 E. Contractor shall safeguard information and confidentiality of all clients in accordance with rules of Eagle County Public Health, and the Health Information Privacy and Accountability Act. F. Contractor shall provide the County with a monthly 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 as Client 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: Tom Mars PO Box 660 VVMC Diversified Services dba Eagle, CO 81631 Eagle Care Medical Clinic (970) 328 -8819 PO Box 40,000 Vail Colorado, 81658 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 Insurance Type Coverage Minimums • Workers' Compensation Statutory • Employers Liability, including $500,000 Occupational Disease • Comprehensive General Liability, including $600,000 per occurrence or as specified in Broad Form Property Damage the Colorado Governmental Immunity Act, whichever is greater • Professional Liability Insurance $500,000 per occurrence 5 i 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. 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 6 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. 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. j COUNTY OF EAGLE, STATE OF COLORADO, BY AND THROUGH ITS BO ' RD OF COUNTY COM i • NERS i By: � i� Jon S . vne , Chairman ATTES : t v' 4* 4 ' Teak J. Simonton * l it Clerk to the Board of County , f' 9 alibi rNP LAY VVMC Diversified Services dba Eagle Care Medical — •••••••••'Q `% Clinic O.�01Aq .,/, .•.;y %, By: 1� t ^ • • , ', Print Name: I , s l t ,1 •AC/81..G'p��: Title: G ''‘,`: O co' - Myr Expires 7/212014 a/ ) )SS. COUNTY OF ) e isre.oing instrument was acknowledged before me by 'V f / I , this �' _ day of k 1 , 20 ft' ' . . 4 1 14' -�-^ My commission expires: I� � i f GU/ :. Public / Wit 7 AW RD CERTIFICATE OF LIABILITY INSURANCE 8/8/2012 DATE (MWD I �) • THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(Ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER Lockton Companies, LLC Denver "AN O TAC f 8110 E. Union Avenue o, Ext): ( tA,A'tc, No): Suite 700 -MAIL Denver 80237 ADDRESS: (303) 414 -6000 INSURERtSI AFFORDING COVERAGE NAIC INSURER A : Lloyd's of London INSURED Vail Valley Medical Center and all entities INSURER B: 1064723 P.O. Box 40000 INSURER C : Vail, CO 81858 INSURER :D INSURER E : INSURER F : COVERAGES VAIVAOI DJ CERTIFICATE NUMBER: 11225146 REVISION NUMBER: XXXXXXX THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. MISR ADM MR POLICY EFF POLICY EXP TYPE OF INSURANCE LTR IXSR WNO POLICY NUMBER IMMAOD/YYYYI IMM OD/Yr/VI, LIMITS A GENERAL LIABILITY N N 0810- 00081989E 8/8/2011 8/8/2012 EACH OCCURRENCE S XXXXXXX COMMERCIAL GENERAL LIABILITY Eo PREMS !E® occur ence) $ XXXXXXX X 1 CLAIMS -MADE ❑ OCCUR MED EXP (Any OM person) $ XXXXXXX X Prof. E &0 Prop Mpmt PERSONAL & ADV INJURY $ XXXXXXX X Ea. Claim $1,000.000 GENERAL AGGREGATE 3 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS - COMP /OP AGG, .S XXXXXXX POLICYI I JEOT 1 1 Loc AUTOMOBILE LIABIUTY COMBINED SINGLE LIMIT NOT APPLICABLE lEa accident) S XXXXXXX _ ANY AUTO BODILY INJURY (Per person) $ )()(XXXXX - MANNED - S2,r €RULED BODILY INJURY (Per accident' S XXXXXXX HIRED AUTOS AUT NED PROmxRld tl AMAGE $ XXXXXXX P 1 UMBRELLA LIAB OCCUR EACH OCCURRENCE _ $ XXXXXXX EXCESS LIAB — CLAIMS -MADE NOT APPLICABLE AGGREGATE $ XXXXXXX r DEB 1 1 RETENTIONS $ WORKERS COMPENSATION 1 WC Y ST1MI ApTU S ( IO TH AND EMPLOYERS' UABILITY Y 1N NOT APPLICABLE TO L ANY PROPRIETORIPARTNERIEXECUTIVE ❑ N r A E.L. EACH ACCIDENT $ XXXXXXX OFFICER/MEMBER EXCLUDED? (Mandatary In NFQ $ XXXXXXX It yes, describe under E.C. DISEASE • EA EMPLOYEE XXXXXXX v V DESCRIPTION OF OPERATIONS below E.L. DISEASE. • POUCVVIMIT S XXXXXXX DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES /(Attach ACORD 101, Additional Remarks Schedule, 11 more space Is required) Decuctible S5,000; Extended Reporting Period 100 %; Discrimination Defense Coverage Endorsement $100,000; Contingent I31/PD Endorsement with Sublimit - S500,000. Prior Acts Date: 08/08/05. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL 8E DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 11 225146 AUTHORIZED REPRESENTATIVE VVMC Diversified Services 181 W. Meadow Dr. Vail CO 81657 • 1 t ld ACORD 25 (2010/05) 0 ( / C(k5 8 010 ACORD CORPO T ION. All rights reserved The ACORD name and logo are registered marks of ACORD EXHIBIT B PROOF OF INSURANCE (Certificate of insurance to be inserted as Exhibit B) 8