HomeMy WebLinkAboutC14-106 Community Health Services Agreement AGREEMENT FOR SERVICES
BETWEEN EAGLE COUNTY,COLORADO
and
COMMUNITY HEALTH SERVICES i
This Agreement("Agreement")dated as of this ( day of H,,Gi'tAA , 2011-,is
between the County of Eagle, State of Colorado,a body corporate and politic,by and through its Board
of County Commissioners("County"),and Community Health Services,Inc.,with a mailing address of
0405 Castle Creek Road,Aspen,CO, 81611 ("Contractor").
WHEREAS,the County desires to contract with a Contractor for the provision of the services
outlined in Section 1.1 hereunder; and
WHEREAS,Contractor has represented that it has the experience and knowledge in the subject
matter necessary to carry out the services outlined in Section 1.1 hereunder; and
WHEREAS,County wishes to hire Contractor to perform the tasks associated with the services
outlined in Section 1.1 hereunder; and
WHEREAS,County and Contractor intend by this Agreement to set forth the scope of the
responsibilities of the Contractor in connection with the services and related terms and conditions to
govern the relationship between Contractor and County in connection with the services.
Agreement
Therefore,based upon the representations by Contractor set forth in the foregoing recitals,for
good and valuable consideration,including the promises set forth herein,the parties agree to the
following:
1. Services Provided:
1.1 The Contractor will provide the following Contracting services: (hereinafter called
"Contracting Services")provide 0.5 FTE `Public Health Planner' to provide leadership in
coordinating an ongoing process to organize and implement activities associated with
Roaring Fork Valley initiatives and partnerships. The Contractor helps to align and
represent efforts in the Roaring Fork Valley, along with other local, state, and national
public health improvement initiatives. The Contracting Services are more fully set forth in
Exhibit A which is attached hereto and incorporated herein by reference. The Contractor
agrees that Contractor will not knowingly enter into any Contracting arrangements with third
parties that will conflict in any manner with the Contracting Services nor will Contractor or the
Public Health Planner identified herein be an employee or entitled to benefits from County.
1.2 Contractor has given the County a proposal for performing the Services and represented that it
has the expertise and personnel necessary to properly and timely perform the Services.
2. Term of Agreement
2.1 This Agreement shall commence on the agreement date set forth above and,subject to the
provisions of Section 2.2 hereof, shall continue in full force and effect until December 31,
2014. This Agreement may be renewed by written amendment of the Parties.
2.2 This Agreement may be terminated by either party for any other reason with 15 days written
notice,with or without cause, and without penalty whatsoever therefore.
2.3 In the event of any termination of this Agreement,Contractor shall be compensated for all
incurred costs and hours of work then completed, plus approved expenses.
3. Independent Contractor:
3.1 With respect to the provision of the Contracting Services hereunder,Contractor acknowledges
that Contractor is an independent contractor providing Contracting Services to the County.
Nothing in this Agreement shall be deemed to make Contractor or its employees an agent,
employee,partner or representative of County.
3.2 The Contractor shall not have the authority to,and will not make any commitments or enter into
any agreement with any party on behalf of County without the written consent of the Board of
County Commissioners.
3.3 The Contractor will maintain general liability and automobile insurance each with limits not less
than$1,000,000 and unemployment and workman's compensation insurance on his/her behalf,
as required by Colorado law. County shall be an additional insured with respect to any
general liability and automobile insurance. A certificate of insurance reflecting the
foregoing is attached hereto as Exhibit B.
4. Remuneration:
4.1 For the Contracting Services provided hereunder,County shall pay to the Contractor as follows:
Contractor shall submit monthly invoices reflecting the Contracting Services performed by the
fifth working day of the following month. Total contract amount shall not exceed$30,420
($3,380.00 per month for 9 months for the period from April through December,2014),which
includes up to 20 hours of service per week. Contractor will not be entitled to bill at overtime
and/or double time rates for work done outside of normal business hours unless specifically
authorized to do so by County. Fees for any additional services will be as set forth in an
executed addendum between the parties. Fees will be paid within thirty(30)days of receipt of a
proper and accurate invoice from Contractor respecting Contracting Services.Upon request,
Contractor shall provide County with such other supporting information as County may
request.
4.2 County will not withhold any taxes from monies paid to the Contractor hereunder and
Contractor agrees to be solely responsible for the accurate reporting and payment of any taxes
related to payments made pursuant to the terms of this Agreement.
4.3 Notwithstanding anything to the contrary contained in this Agreement,no charges shall be made
to the County nor shall any payment be made to the Contractor in excess of the amount for any
work done without the written approval in accordance with a budget adopted by the Board in
accordance with provisions of the Colorado Revised.Statutes. Moreover, the parties agree that
the County is a governmental entity and that all obligations beyond the current fiscal year are
subject to funds being budgeted and appropriated.
5. Ownership of Documents:
All documents(including electronic files)which are obtained during or prepared,either partially
or wholly,in the performance of the Services shall remain the property of the County and are to
be delivered to County before final payment is made to Contractor or upon earlier termination
of this Agreement.
6. Indemnification:
6.1 Within the limits allowed by law,Contractor shall indemnify County for,and hold and defend
the County and its officials,boards,officers,principals and employees harmless from,all costs,
claims and expenses,including reasonable attorney's fees,arising from claims of any nature
whatsoever made by any person in connection with the negligent acts or omissions of,or
presentations by,the Contractor in violation of the terms and conditions of this Agreement.
This indemnification shall not apply to claims by third parties against the County to the extent
that the County is liable to such third party for such claim without regard to the involvement
of the Contractor.
7. Contractor's Professional Level of Care and Representations:
7.1 Contractor shall be responsible for the completeness and accuracy of the Contracting Services,
including all supporting data and other documents prepared or compiled in performance of the
Services,and shall correct,at its sole expense,all significant errors and omissions therein.
Contractor shall perform the Contracting Services in a skillful,professional and competent
manner and in accordance with the standard of care,skill and diligence applicable to
Contractors,with respect to similar services, in this area at this time.
8. No Assignment:
The parties to this Agreement recognize that the Contracting Services to be provided pursuant to
this Agreement are professional in nature and that in entering into this Agreement County is
relying upon the professional services and reputation of Contractor and its approved
subcontractors. Therefore,neither Contractor nor its subcontractors may assign its interest in
this Agreement or in its subcontract,including the assignment of any rights or delegation of any
obligations provided therein,without the prior written consent of County,which consent
County may withhold in its sole discretion. Except as so provided,this Agreement shall be
binding on and inure to the benefit of the parties hereto,and their respective successors and
assigns,and shall not be deemed to be for the benefit of or enforceable by any third party.
Unless specifically stated to the contrary in any written consent to an assignment,no
assignment will release or discharge the assignor from any duty or responsibility under the
Agreement.
9. Notices:
9.1 Any notice and all written communications required under this Agreement shall be given in
writing by personal delivery, facsimile or U.S. Mail to the other party at the following
ii
addresses:
(a) Jennifer Ludwig
Eagle County Public Health Director
551 Broadway
PO Box 660
Eagle,CO 81631
Telephone: 970-328-8819
Facsimile: 855-848-8829
with a copy to:
Eagle County Attorney's Office
500 Broadway
PO Box 850
Eagle, CO 81631
(b) Contractor
Liz Stark
Pitkin County Public Health Director
Community Health Services,Inc.
0405 Castle Creek Road, Suite 6
Aspen,CO 81611
Telephone: 970-920-5420
Facsimile: 970-920-5419
9.2 Notices shall be deemed given on the date of delivery; on the date the facsimile is
transmitted and confirmed received or,if transmitted after normal business hours,on the next
business day after transmission,provided that a paper copy is mailed the same date; or three
days after the date of deposit,first class postage prepaid,in an official depository of the U.S.
Postal Service.
10. Jurisdiction and Confidentiality:
10.1 This Agreement shall be interpreted in accordance with the laws of the State of Colorado and
the parties hereby agree to submit to the jurisdiction of the courts thereof.Venue shall be in
the Fifth Judicial District for the State of Colorado.
10.2 The Contractor and County acknowledge that,during the term of this Agreement and in the
course of the Contractor rendering the Contracting Services,the Contractor and County may
acquire knowledge of the business operations of the other party not generally known deemed
confidential. The parties shall not disclose,use,publish or otherwise reveal,either directly or
through another,to any person,firm or corporation,any such confidential knowledge or
information and shall retain all knowledge and information which he has acquired as the result of
this Agreement in trust in a fiduciary capacity for the sole benefit of the other party during the
term of this Agreement,and for a period of five(5)years following termination of this
Agreement. Any such information must be marked as confidential. The parties recognize
that the County is subject to the Colorado Open Records Act and nothing herein shall
preclude a release of information that is subject to the same.
11. Miscellaneous:
11.1 This Agreement constitutes the entire Agreement between the parties related to its subject
matter. It supersedes all prior proposals, agreements and understandings.
11.2 This Agreement is personal to the Contractor and may not be assigned by Contractor.
11.3 This Agreement does not and shall not be deemed to confer upon or grant to any third party any
right enforceable at law or equity arising out of any term,covenant, or condition herein or the
breach thereof.
12. Prohibition on Public Contracts 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 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 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.
//REMAINDER OF PAGE INTENTIONALLY LEFT BLANK//
IN WITNESS WHEREOF,the parties hereto have executed this Agreement the day and year first above
P �' Y Y
written
COUNTY OF EAGLE, STATE OF
COLORADO, By and Through Its BOARD
OF COUNTY COMMISSIa
a
'TA% Jillian H. Ryan, hairman
•Attest: <
BY: 1 •
Teak J. Simonton,`Clerk to the Boar.. eotottP90
V$ 117"C(/v -
COMM ITY HEALTH SERVICES, Inc.
B . Liz k
p(AIC
Title: Public Health Director
EXHIBIT A
SCOPE OF SERVICES
Duties and Responsibilities:
1. Provides leadership for Mid-Valley Planning Team and subcommittees. This
includes coordinating and facilitating bi-annual meetings of full planning team;
fostering the development of subcommittees and assisting with strategic
planning; recruiting and retaining partnerships of the planning team; and
maintaining the planning team's web page.
2. Schedules and conducts presentations to community leaders, groups, and
organizations.
3. Develops and fosters partnerships with Roaring Fork Valley non-profit
organizations and government entities.
4. Represents the Roaring Fork Valley at various community meetings and
coalitions, such as but not limited to: West Mountain Regional Healthcare
Coalition, LiveWell Garfield County, Healthy Communities Coalition, Senior
Collaboratives, Mental Health and Substance Abuse Alliances.
5. Strategically links public health initiatives between Pitkin, Eagle, and Garfield
counties.
Accountability: Contractor will report to Pitkin County's Public Health Director.Monthly
phone calls, or as needed, will be scheduled with Eagle County's Public Health Director to
provide updates and to discuss accomplishments, challenges, and barriers.
Accommodations: Eagle County will provide office share space in its El Jebel office. A
schedule will be determined by contractor and Eagle County Public Health Director.
Contractor will provide own laptop computer and cell phone. Landline phone at office
space may be used by contractor when in the office.
EXHIBIT B
Insurance Certificate
HEALTHCARE PROVIDERS SERVICE Print Date: 4/27/2013
CNAORGANIZATION PURCHASING GROUP c Certificate of fii urauce nso
nurses service organization.'
OCCURENCE POLICY FORM
Producer Branch Prefix Policy Number Policy Period
018098 970 HPG 0265850879 from 04/29/13 to 04/29/14 at 12:01 AM Standard Time
Named Insured and Address: Program Administered by:
Community Health Services, Inc. Nurses Service Organization
405 Castle Creek Rd Ste 6 159 E. County Line Road
Aspen, CO 81611-3125 Hatboro, PA 19040-1218
1-888-288-3534
www.nso.com
Medical Specialty: Code: Insurance is prd■ided by:
Nurse Practitioner Firm 80965 American Casualty Company of Reading, Pennsylvania
333 S. Wabash Avenue, Chicago, IL 60604
Excludes Cosmetic Procedures
Professional Liability $1,000,000 each claim $6,000,000 aggregate
Your professional liability limits shown above include the following:
* Good Samaritan Liability * Malplacement Liability * Personal Injury Liability
* Sexual Misconduct Included in the PL limit shown above subject to $25,000 aggregate sublimit
Coverage Extensions •
License Protection $25,000 per proceeding $25,000 aggregate
Defendant Expense Benefit $ 1,000 per day limit $25,000 aggregate
Deposition Representation $ 10,000 per deposition $ 10,000 aggregate
Assault $25,000 per incident $25,000 aggregate
Includes Workplace Violence Counseling
Medical Payments $25,000 per person $100,000 aggregate
First Aid $ 10,000 per incident $ 10,000 aggregate
Damage to Property of Others $ 10,000 per incident $10,000 aggregate
Information Privacy(HIPAA) Fines and Penalties $25,000 per incident $25,000 aggregate
Workplace Liability ,
Workplace Liability ' Included in Professional Liability Limit shown above
Fire&Water Legal Liability Included in the PL limit shown above subject to $150,000 aggregate sublimit
Total:$6,538.00
Base Premium $6,538.00
Policy Forms&Endorsements(Please see attached list for a general description of many common policy forms and
endorsements.)
G-121500-D G-121503-C G-121501-C G-145184-A G-147292-A GSL15563
GSL15564 GSL15565 GSL17101 GSL13424 GSL13425 G-123846-005
GSL3886 GSL3908 GSL 5589 (02) GSL-6076 GSL19904
Keep this document in a safe place.lt
440014e04 ar 1144940A•Ola C644k 44A p and proof of payment are your proof of
coverage. There is no coverage in force
t� unless the premium is paid in full In order
Chairman of the Board Secretary to activate your coverage,please remit
premium in full by the effective date of
this Certificate of Insurance.
Master Policy#188711433
G-141241-B(03/2010) Coverage Change Date: Endorsement Change Date:
