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HomeMy WebLinkAboutC16-097 Valley View Hospital AssociationAGREEMENT FOR PROFESSIONAL SERVICES BETWEEN EAGLE COUNTY, COLORADO AND VALLEY VIEW HOSPITAL ASSOCIATION THIS AGREEMENT ("Agreement") is effective as of the I day ot A??l )-, 2016 by and between Valley View Hospital Association (hereinafter "Consultant" or "Contractor") and Eagle County, Colorado, a body corporate and politic (hereinafter "County"). I RECITALS WHEREAS, Consultant shall provide an instructor to teach older adult specific exercise classes on Mondays and Wednesdays from 9:00-10:]00 a.m. and Tuesdays from 11:00 a.m. - 12:00 p.m. (the I "Project") at the Golden Eagle Senior Cehter located at 715 Broadway, Eagle, Colorado (the "Property"); and WHEREAS, Consultant is authorized to do business in the State of Colorado and has the time, skill, expertise, and experience necessary to provide the Services as defined below in paragraph t hereof; and WHEREAS, this Agreement shall govern the relationship between Consultant and County in connection with the Services. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the following promises Consultant and County agree as follows: 1. Services. Consultant agrees to diligently provide all services, labor, personnel and materials necessary to perform and complete the services described in Exhibit A ("Services") which is attached hereto and incorporated herein by reference. The Services shall be performed in accordance with the provisions and conditions of this Agreement. a. Consultant agrees to furnish the Services through May 3 1, 2017 and in accordance with the schedule established in Exhibit A. Consultant agrees to furnish the Services in a timely and expeditious manner consistent with the applicable standard of care. By signing below Consultant represents that it has the expertise and personnel necessary to properly and timely perform the Services. b. In the event of any conflict or inconsistency between the terms and conditions set forth in Exhibit A and the terms and conditions set forth in this Agreement, the terms and conditions set forth in this Agreement shall prevail. c. Consultant agrees that it will not enter into any consulting or other arrangements with third parties that will conflict in any manner with the Services. tr3 ,i.o:;ntv ,]rrnrnissicners' Office C16-097 2. County's Representative. The Public Health Department's designee shall be Consultant's contact with respect to this Agreement and performance of the Services. 3. Term of the Asreement. This Agreement shall commence upon the date first written above, and subject to the provisions of paragraph 72 hereof, shall continue in full force and effect through the 3l st of May,20l7. 4. Extension or Modification. This Agreement may be extended for up to three additional one year terms upon written agreement of thq parties. Further, this Agreement may not be amended or supplemented, nor may any obligations hereunder be waived, except by agreement signed by both pafties. No additional services or work performed by Consultant shall be the basis for additional compensation unless and until Consultant has obtained written authorization and acknowledgement by County for such additional services in accordance wi{h County's intemal policies. Accordingly, no course of conduct pr dealings between the parties, nor verbal change orders, express or implied acceptance of alterations or additions to the Services, and no claim that County has been unjustly enriched by any additional services, whether or not there is in fact any such unjust enrichment, shall be the basis of any increase in the compensation payable hereunder. In the event that written authorization and acknowledgment by County for such additional services is not timely executed and issued in strict accordance with this Agreement, Consultant's rights with respect to such additional services shall be deemed waived and such failure shall result in non-payment for such additional services or work performed. 5. Compensation. County shall compensate Consultant for the performance of the Services in a sum computed and payable as set forth in Exhibit A. The performance of the Services under this Agreement shall not exceed $2,340.00. Consultant shall not be entitled to bill at overtime and/or double time rates for work done outside of normal business hours unless specifically authorized in writing by County. a. Payment will be made for Services satisfactorily performed within thirty (30) days of receipt of a proper and accurate invoice from Consultant. All invoices shall include detail regarding the hours spent, tasks performed, who performed each task and such other detail as County may request. b. Any out-of-pocket expenses to be incurred by Consultant and reimbursed by County shall be identified on Exhibit A. Out-of-pocket expenses will be reimbursed without any additional mark-up thereon and are included in the not to exceed contract amount set forth above. Out-of-pocket expenses shall not include any payment of salaries, bonuses or other compensation to personnel of Consultant. Consultant shall not be reimbursed for expenses that are not set forth on Exhibit A unless specifically approved in writing by County. c. If, at any time during the term or after termination or expiration of this Agreement, County reasonably determines that any payment made by County to Consultant was improper because the Services for which payment was made were not performed as set forth in this Agreement, then upon written notice of such determination and request for reimbursement from County, Consultant shall forthwith return such payment(s) to County. Upon termination or expiration of this Agreement, unexpended funds advanced by County, if any, shall forthwith be returned to County. 2 Eagle County Prof Services Final 5/14 d. County will not withhold any taxes from monies paid to the Consultant hereunder and Consultant 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. e. 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 Consultant in respect of any period after December 3l of any year, without an appropriation therefor by County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25, title 30 of the Colorado Revised Statutes, the [-ocal Government Budget Law (C.R.S. 29-l-l0l et. seq.) and thp TABOR Amendment (Colorado Constitution, Article X, Sec. 20). 6. following insurance coverage with limits of liability not less than those stated below: a. Types of Insurance. Workers' Compensation insurance as required by law. ii. Consultant is not driving in connection with the Services. To the extent Consultant or any of its employee's drives to or from the Property to perform the Services, then Consultant shall ensure that it or its employee maintains adequate automobile insurance. iii. Commercial General Liability coverage to include premises and operations, personal/advertising injury, products/completed operations, broad form property damage with limits of liability not less than $1,000,000 per occunence and $2,000,000 aggregate limits. Professional liability insurance with prior acts coverage for all Services required hereunder, in a form and with an insurer or insurers satisfactory to County, with limits of liability of not less than $1,000,000 per claim and $2,000,000 in the aggregate. In the event the professional liability insurance is on a claims-made basis, Consultant warrants that any retroactive date under the policy shall precede the effective date of this Agreement. Continuous coverage will be maintained during any applicable statute of limitations for the Services and Project. b. Other Requirements. The commercial general liability coverage shall be endorsed to include Eagle County, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers as additional insureds. Consultant's certificates ofinsurance shall include sub-consultants, ifany, as additional insureds under its policies or Consultant shall furnish to County separate certificates and endorsements for each sub-consultant. All coverage(s) for sub-consultants, if any, shall be subject to the 3 Eagle County Prof Services Final 5/14 Intentionally Omitted.tl Insurance. Consultant dgrees to provide and maintain at Consultant's sole cost and expense, the same minimum requirements identified above. Consultant and sub-consultants, if any, shall maintain the foregoing coverage in effect until the Services are completed. In addition, all such policies shall be kept in force by Consultant and its sub-consultants until the applicable statute of limitations for the Project and the Services has expired. iii. Insurance shall be placed with insurers duly licensed or authorized to do business in the State of Colorado and with an "A.M. Best" ratins of not less than A-V[. iv. Consultant's insurance coverage shall be primary and non-contribufory with respect to all other available sources. Consultant's policy shall contain a waiver of subrogation against Eagle County. v. All lolicies must contain an endorsement affording an unqualified tfirty (30) davs' notice ofcancellation'to Countv in the event ofcancellation ofcoverage. vi.Intentionally Omitted. vii. Consultant's certificate ofinsurance evidencing all required coverage(s) is attached hereto as Exhibit B. viii. Intentionally Omitted. ix. If Consultant fails to secure and maintain the insurance required by this Agreement and provide satisfactory evidence thereof to County, County shall be entitled to immediately terminate this Asreement. x. The insurance provisions of this Agreement shall survive expiration or termination hereof. xi. The parties hereto understand and agree that the County is relying on, and does not waive or intend to waive by any provision of this Agreement, the monetary limitations or rights, immunities and protections provided by the Colorado Governmental Immunity Act, as from time to time amended, or otherwise available to County, its affiliated entities, successors or assigns, its elected officials, employees, agents and volunteers. xii. Consultant is not entitled to workers' compensation benefits except as provided by the Consultant, nor to unemployment insurance benefits unless unemployment compensation coverage is provided by Consultant or some other entity. The Consultant is obligated to pay all federal and state income tax on any moneys paid pursuant to this Agreement. 8. Indemnification. The Consultant shall indemnify and hold harmless County, and any of its officers, agents and employees against any losses, claims, damages or liabilities for which County may become subject to insofar as any such losses, claims, damages or liabilities arise out of, directly or indirectly, this Agreement, or are based upon any performance or nonperformance by Consultant or any 4 Eagle County Prof Services Final 5/14 of its sub-consultants hereunder; and Consultant shall reimburse County for reasonable attorney fees and costs, legal and other expenses incurred by County in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnification shall not apply to claims by third parties against the County to the extent that County is liable to such third party for such claims without regard to the involvement of the Consultant. This paragraph shall survive expiration or termination hereof. 9. IntentionallyOmitted. 10. Notice. Any notice required by this Agreement shall be deemed properly delivpred when (i) personally delivered, or (ii) when mailed in the United States mail, first class postage prepaid, or (iii) when delivered by FedEx or other comparable courier service, charges prepaid, to the parties at their respective addresses listed below, or (iv) when sent via facsimile so long as the sending party can provide facsimile machine or ofher confirmation showing the date, time and receiving facsimile [rumber for the transmission, or (v) wtien transmitted via e-mail with confirmation of receipt. Either party may change its address for purposes of this paragraph by giving five (5) days prior written notice of such change to the other party. Eagle County, Colorado Attention: Carly Rietmann 550 Broadway Post Office Box 660 Eagle, CO 81631 Telephone: 97 0-328-8896 Facsimile: 1-855-848-8829 carly.rietmann @ eaglecounty.us With a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle, Co 81631 Telephone: 970-328-8685 Facsimile: 97 0-328-8699 E-Mail: atty @eaglecounty.us CONSULTANT: Valley View Hospital Attn: Ross Peterson 1906 Blake Avenue PO Box 1970 Glenwood Springs, CO 81602 Telephone: 91 0-384-7 550 Facsimile: 910-945-3526 E-Mail: rossp@wh.org 5 Eagle County Prof Services Final 5/14 11,Intentionally Omitted. 12. Termination. County may terminate this Agreement, in whole or in part, at any time and for any reason, with or without cause, and without penalty therefor with seven (7) calendar days' prior written notice to the Consultant. Upon termination of this Agreement, Consultant shall immediately provide County with all documents as defined in paragraph t hereof, in such format as County shall direct and shall retum all County owned materials and documents. County shall pay Consultant for Services satisfactorily performed to the date of termination. 13. Venue. Jurisdiction and Applicable Law. Any and all claims, disputes or controversies related to this Agreement, or breach thereof, shall be litigated in the District Court for Eagle County, Colorado, which shall be the sole and exclusive forum for such litigation. This Agreement shall be construed and interpreted under {nd shall be governed by the laws of the State of Colorado. I 14. Execution by Counterparts: Electronic Sisnatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. The parties approve the use of electronic signatures for execution of this Agreement. Only the following two forms of electronic signatures shall be permitted to bind the parties to this Agreement: (i) Electronic or facsimile delivery of a fully executed copy of the signature page; (ii) the image of the signature of an authorized signer inserted onto PDF format documents. All documents must be properly notarized, if applicable. All use of electronic signatures shall be governed by the Uniform Electronic Transactions Act, C.R.S. 24-71.3-l0l to l2l. 15. Other Contract Requirements. a. Consultant shall be responsible for the completeness and accuracy ofthe Services, including all supporting data or other documents prepared or compiled in performance of the Services, and shall correct, at its sole expense, all significant errors and omissions therein. The fact that the County has accepted or approved the Services shall not relieve Consultant of any of its responsibilities. Consultant shall perform the Services in a skillful, professional and competent manner and in accordance with the standard of care, skill and diligence applicable to Consultants performing similar services. Consultant represents and warrants that it has the expertise and personnel necessary to properly perform the Services and covenants that its professional personnel are duly licensed to perform the Services within Colorado. This paragraph shall survive termination of this Agreement. b. Consultant agrees to work in an expeditious manner, within the sound exercise of its judgment and professional standards, in the performance of this Agreement. Time is of the essence with respect to this Agreement. c. This Agreement constitutes an agreement for performance of the Services by Consultant as an independent contractor and not as an employee of County. Nothing contained in this Agreement shall be deemed to create a relationship of employer-employee, master-servant, partnership, joint venture or any other relationship between County and Consultant except that of independent contractor. Consultant shall have no authority to bind County. 5 Eagle County Prof Services Final 5/14 d. Consultant represents and warrants that at all times in the performance of the Services, Consultant shall comply with any and all applicable laws, codes, rules and regulations. e. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all other agreements or understanding between the parties with respect thereto. f. Consultant shall not assign any portion of this Agreement without the prior written consent of the County. Any attempt to assign this Agreement without such consent shall be void. g. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their resppctive permitted assigns and successors in interest. Enforcement if this Agreement and all rights and obligations hereunder are reserved solely for the parties, and not to any third party. h. No failure or delay by either party in the exercise of any right hereunder shall constitute a waiver thereof. No waiver of any breach shall be deemed a waiver of any preceding or succeeding breach. i. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. j. Consultant shall maintain for a minimum of three years, adequate financial and other records for reporting to County. Consultant shall be subject to financial audit by federal, state or county auditors or their designees. Consultant authorizes such audits and inspections ofrecords during normal business hours, upon 48 hours' notice to Consultant. Consultant shall fully cooperate during such audit or inspections. k. The signatories to this Agreement aver to their knowledge, no employee of the County has any personal or beneficial interest whatsoever in the Services or Property described in this Agreement. The Consultant has no beneficial interest, direct or indirect, that would conflict in any manner or degree with the performance of the Services and Consultant shall not employ any person having such known interests. l. The Consultant, if a natural person eighteen (18) years of age or older, hereby swears and affirms under penalty of perjury that he or she (i) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (ii) to the extent applicable shall comply with C.R.S. 24-76.5-103 prior to the effective date of this Aereement. 16. Prohibitions on Government Contracts. As used in this Section 16, the term undocumented individual will refer to those individuals from foreign countries not legally within the United States as set forth in C.R.S. 8-17.5-101, et. seq. If Consultant has any employees or subcontractors, Consultant shall comply with C.R.S. 8-17.5-101, et. seq., and this Agreement. By execution of this Agreement, Consultant certifies that it does not knowingly employ or 7 Eagle County Prof Services Final 5/14 contract with an undocumented individual who will perform under this Agreement and that 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 Services under this Agreement. Consultant shall not: i. Knowingly employ or contract with an undocumented individual to perform Services under this Agreement; or ii. Enter into a subcontract that fails to certify to Consultant that the subcontractor shall not knowingly employ or contract with an undocumented individual to perform work under the public contract for services. I b. Consultant has confirmed the employment eligibility of all employees who are newly hired for employment to perform Services under this Agreement 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/pro grams/gc 1 1 8522 I 678 I 50. shtm c. Consultant shall not use either the E-verify program or other Department Program procedures to undertake pre-employment screening ofjob applicants while the public contract for services is being performed. d. If Consultant obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an undocumented individual, Consultant shall be required to: i. Notify the subcontractor and County within three (3) days that Consultant has actual knowledge that the subcontractor is employing or contracting with an undocumented individual; 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 undocumented individual; except that Consultant shall not terminate the contract with the subcontractor if during such three (3) days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an undocumented individual. e. 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). I Eagle County Prof Services Final 5/14 f. If Consultant violates these prohibitions, County may terminate the Agreement for breach of contract. If the Agreement is so terminated specifically for breach of this provision of this Agreement, Consultant shall be liable for actual and consequential damages to County as required by law. g. County will notify the Colorado Secretary of State if Consultant violates this provision of this Asreement and Countv terminates the Agreement for such breach. IREST OF PAGE INTENTIONALLY LEFT BLANK] 9 Eagle County Prof Services Final 5/14 IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above. COUNTY OF EAGLE, STATE OF COLORADO, BY CONSULTANT: VALLEY VIEW ASSOCIATION By: Print Name: 10 Eaglc County Pmf Serviccs Final 5/14 and Through EXHIBIT A SCOPE OF SERVICES. SCHEDULE. FEES Consultant shall provide a trained and qualified exercise instructor to provide exercise classes appropriate for older adults. The Services shall be provided each week during the term of this Agreement on the following days and times: Monday 9:00a-f 0:00a Tuesday 1l:00a-12:00p Wednesday 9:00a-l 0:00a a a a The Parties acknowledg$ that Consultant intends to have its employee, Mary Pat Witt, telch the classes. Eagle County shall pay Consultant $16.00 per class subject to the not to exceed amount set forth in paragraph 5 of the Agreement. LI Eagle County Prof Services Final 5/14 Eagle County Prof Services Final 5/14 CERTIFICATE OF LIABILITY INSURANCE 4Jltza17 THIS CERNFICATE IS ISSUED AS A iIATTER OF INFOR!'ATION ONLY Al{D CONFERS NO RIGHTS UPON THE CERTTFICATE HOLOER. THIS CERNFICATE OOES NOI AFFIRMATIVELY OR I.IEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BSLOW THIS CERTIFICATE OF INSURANCE 9OES NOT CONSITUTE A CONTRACT BETWEEN THE tSSUtNc TNSURER{S}, AUTHORTZED REPRESEHTATIVE OR PROOUCER, ANO THE CERTIFICATE HOLDER. IMPORTANT: lf the caruflcste holder ls an ADDITIONAL INSUREO, tfie pollcy(li8) murt be ondorsed, lf SUSROGAT|Oi| tS livAtvED, rublect to the termr snd conditlon. of the pollcy, csrtaln pollclss may raquhs .n ondorrement A Etstemrnt on thl! ceruncata doe3 not confer rlghts to &g cordfic.t6 holder In llou ot r[ch 6ndorssm€nt{!l. PRoDUCER LOCktOn COmOanies 8110 E UniodAvenue Suite 700 Denver C0 80237 (303) 414$ooo rNsuRED Valley view Hospital Association I 055820 1906 Blake Avenue Glenwood Springs, C0 81601 THATTHEPoL|c|EsoF|NsUMNcEL|sTEDBELowHAvEBEEN|ssUEDToTHE|NsUREbW INDICATEO. NOTWITHSTANOING ANY REQUIRFMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSUMNCE AFFORDED 8Y THE POLICIES DESCRIBEO HEREIN IS SUBJECT TO ALL THE TERMS. EXCTUSIONS ANO CONDITIONS OF SUCH POLICIES. LIMITS SHOWN ['AY HAVE BEEN REDUCED BY PAID CI.AIMS. COIITMERCIAL GENENAL LIABILIrY cLArMs-MAoE lTl occuR AGCREGATE LIMIT APPLIES PER no',c'f] !go; n Loc HCC000897 I TOCCURRENCE)4^t20t7 r XXXXXXX AUTQIIOBILE T'AAILITY ANY AUTO il,hg$'nco [*lRgf6gr"o HTREDAUTos L ll8$08**to NOTAPPLICABLE 9 XXXXXXX ANDEMPLOYERS'L|AB|L[Y Y/N ANY PROPRI€"TOR/PARTNER'EXECUTIVEoFFtceR/ueilE€RExclut€D? I I{Mrnddqry ln NH} tt 16. dswib !ffilr OESCRIFIION OF OPERATIONF b.krn $ 1,000.000 Es/S3.000.000 Aes. S25.000 Ded DESCRIP11ON OF OPERATIONS / LOCATIONS MHICLES (Anrch ACOno 101, Addltlonal RomNrt! Schrdulr, may ll ettachaa timo- ilice tr nqurnal $25,000 Deduclille on Ceneral Liabiliry & Profcssional Liability. Limit$ for physicians arc shared wiih Vallev View Hosoital. Easic Counrv. is S!o!ill*.d or affrliated,entjties, its succirssors and assrgns, elecrdd officials, einploycts, agenrs atid volunteeiJi"e inCtulid;;ddlE;dil;;;ie& wirhrespects to General Liability. HOL 1 3461 240 Eagle County Public Health & Environment PO Box 660 Eagle C0 81631 SHOULD ANY OF THE ABOV€ OE$CRIAEO POLICIES BE CANCELLED BETORE THE EXPIRAIION DATE THEREOF. I.IOIICE WLL SE DELIVEREO IiI ACCOROANCE WIIH THE POLICY PROVISIONS. ( lo,h, ti lrlelu,,t TION" All riohts reservedACORD 25 {201'*/01) The ACORD name and logo arc registered marks of ACORO rights