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HomeMy WebLinkAboutC12-247 Valley View Hospital AGREEMENT BETWEEN EAGLE COUNTY AND VALLEY VIEW HOSPITAL FOR SENIOR EXERCISE CLASSES This Agreement ( "Agreement ") dated as of this I l day of , 2012, 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 Valley View Hospital with a mailing address of PO Box 2270, Glenwood Springs, CO 81602 ( "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 the County provides in order to promote such health, safety and welfare include the administration of exercise programming for Eagle County Seniors; and Whereas, the use of outside providers to provide exercise programming enhances the ability of the County to promote health, safety and welfare in the community; and Whereas, Contractor employs Jennifer Cockerell, a provider of such exercise programming service (the "Exercise Specialist "), and County wishes to contract with Contractor for such services. Now, therefore, in consideration of the foregoing premises and the following promises, County and Contractor enter into this Agreement. I: SCOPE A. The Exercise Specialist shall provide a senior - appropriate exercise class three times per week at the Golden Eagle Senior Center located at 715 Broadway, Eagle, Colorado 81631 (the "Services "). B. Unless otherwise agreed upon by County, the Services shall be provided each week during the term of this agreement on the following days and times: o Monday 9:00 a.m. — 10:00 a.m. o Tuesday 11:00 a.m. — 12:00 p.m. o Wednesday 9:00 a.m. — 10:00 a.m. C. In the event that the Exercise Specialist is unavailable to provide the Services, County may either (a) elect to approve another Exercise Specialist employed by Contractor to render such Services; or (b) elect to contract for the services of an Exercise Specialist not employed or retained by Contractor. Contractor agrees that it will provide County with as much advanced notice as is reasonably practicable whenever the Exercise Specialist will not be available on a particular date to provide the Services. 1 II: TERM This Agreement shall commence on March 1, 2012, and shall terminate on December 31, 2012. III: COMPENSATION A. Eagle County will pay the Contractor a fee of $15.00 per class not to exceed an annual amount of $2,340.00. Contractor shall submit monthly invoices to County for Services provided during the prior month. Invoices will be paid through the County's usual bill paying process within thirty (30) days of County's receipt of a complete and accurate invoice from Contractor. Contractor shall provide County with supporting information as requested by County. B. If, prior to payment of compensation or reimbursement for services, 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 /Consultant has any employees or subcontractors, Contractor /Consultant 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 /Consultant certifies that it does not knowingly employ or contract with an illegal alien who will perform under this Contract and that Contractor /Consultant 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 /Consultant 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 /Consultant that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under the 2 public contract for services. B. Contractor /Consultant 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 Depai intent 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 /Consultant 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 /Consultant obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an illegal alien, the Contractor /Consultant shall be required to: (i) Notify the subcontractor and the County within three days that the Contractor /Consultant 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 /Consultant 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 /Consultant shall comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that the department is undertaking pursuant to its authority established in C.R.S. § 8- 17.5 - 102(5). F. If a Contractor /Consultant 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 /Consultant 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 /Consultant violates this provision of this Contract and the County terminates the Contract for such breach. V. TERMINATION 3 Either party 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 the Agreement is so terminated, all rights of Contractor and obligations of County, except for payment of accrued but unpaid fees and expenses and Contractor's indemnification obligation, shall terminate immediately. VI. CONTRACTOR'S DUTIES A. 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. B. 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. C. 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. D. 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. 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: Karen Koenemann, Valley View Hospital Eagle County Public Health 1906 Blake Avenue PO Box 660 PO Box 1970 Eagle, CO 81631 Glenwood Springs, CO 81602 (970) 328 -2610 (970)384 -7550 Karen.Koenemann@eaglecounty.us 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 4 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 Coverage Limits Professional Liability Insurance $ 1,000,000 per occurrence General liability insurance $ 1,000,000 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, 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 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 5 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. In Witness Whereof, County and Contractor have executed this Agreement in triplicate on the date set forth above. COUNTY OF EAGLE, STATE OF COLORADO By and through its County Manager By: 1..� Keith Montag, County Manager CONTRACTOR By ' 1 t e-e6 Deb Wiepking, hi linical Officer STATE OF e_Alemacto ) c )SS. COUNTY OF }l&d ) The foregoing instrument was acknowledged before me by eb VV ie , this t 1' 'Io Ave., , 20 Pi.. • r My commission expires: My E 10/16/2014 0 , blic tz- o s T'` 1 TE O GO 6 EXHIBIT A PROOF OF INSURANCE (Certificate of insurance to be inserted as Exhibit 8) 7 Ac Rd CERTIFICATE OF LIABILITY INSURANCE 4/1/2013 4/1/2013 6/8/2012 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 NAME: NTACT 8110E Union Avenue PHONE I FAX Suite 700 E-MAIL Exn: (A/C, No): Denver CO 80237 ADDRESS: (303) 414 -6000 INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : COPIC Insurance INSURED Valley View Hospital Association INSURER B : Praetorian Insurance Company 37257 1033282 1906 Blake Avenue INSURER C : Hartford Casualty Insurance Company 29424 Glenwood Springs, CO 81601 INSURER D : INSURER E : INSURER F : COVERAGES VALVIO1 DE CERTIFICATE NUMBER: 1623588 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. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP W LIMITS LTR INSR VD POLICY NUMBER (MM /DD/YYYY) (MM /DD/YYYY) A GENERAL LIABILITY N N HCC0008971 4/1/2012 4/1/2013 EACH OCCl1RRFNCE $ 1 .000 000 X COMMERCIAL GENERAL LIABILITY PREMISES SES Ea oc $ Included CLAIMS -MADE X OCCUR MED EXP (Any one person) $ 1.000 PERSONAL & ADV INJURY $ Included GENERAL AGGREGATE $ 3.000.000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OP AGG $ 3.000.000 POLICY PRO- LOC $ JECT B AUTOMOBILE LIABILITY N N PICC00003110 4/1/2012 4/1/2013 COMBINED SINGLE LIMI f (Ea accident) $ 1.000.000 _ ANY AUTO BODILY INJURY (Per person) $ XXXXXXX ALL OWNED SCHEDULED BODILY INJURY (Per accident) $ XXXXXXX AUTOS X AUTOS X HIRED AUTOS X NON -OWNED PROPERTY DAMAGE $XXXXXXX _ AUTOS (Per arrident) X HCPD X $1000 Ded $ XXXXXXX A x UMBRELLA LIAB X OCCUR N N UCC0009134 4/1/2012 4/1/2013 EACH OCCURRENCE $ 15,000,000 EXCESS LIAB X CLAIMS -MADE AGGREGATE $ 15.000.000 DED X RETENTION $ 10,000 $XXXXXXX WORKERS COMPENSATION NOT APPLICABLE WC STATU- 0TH- AND EMPLOYERS' LIABILITY (TORY LIMITS) I ER OFFICER/MEM BE EXCLUDED? ECUTIVE N / A E.L. EACH ACCIDENT $ XXXXXXX (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ XXXXXXX If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ XXXXXXX DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES Attach ACORD 101, Additional Remarks Schedule, if more space Is required) ( P (A) - Hospital Professional Liability $1,000,000/$3,000,000; $100,000 Deductible; (C) - Employee Dishonesty & Depositors Forgery $100,000; Computer Fraud $100,000; $1,000 Deductible; ERISA Bond $500,000; D & 0 $10,000,000; EPLI $5,000,000, $50,000 Retention (Darwin); Fiduciary $3,000,000, $5,000 Retention (Chubb Ins.). Flood Policy 6002236468 effective 02/17/2011 - 02/17/2012; Building: $199,700; BPP $150,500. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 1623588 AUTHORIZED REPRESENTATIVE Evidence of Insurance Valley View Hospital ( a ' ki /I. C ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD c 1 88 -2010 ACORD CORP T ION. All rights reserved