HomeMy WebLinkAboutC17-030 Mountain Family Health CentersAGREEMENT
BETWEEN EAGLE COUNTY, COLORADO
AND
MOUNTAIN FAMILY HEALTH CENTERS
THIS AGREEMENT ("Agreement") is effective as of 01/18/2017-- _ by and between Mountain Family Health
Center, a Colorado not for profit Federally Qualified Health Center (hereinafter "MFHC") and Eagle County,
Colorado, a body corporate and politic (hereinafter "County").
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WHEREAS, the parties desire to collaborate to provide affordable and accessible dental care to Pitkin County and
Eagle County residents at the Eagle County building at 0020 Eagle County Drive, Ste. E El Jebel, CO 81623 (the
"Property"); and
WHEREAS, the County desires to provide MFHC a revocable license to use the space at the Property to park a
mobile dental unit to be used in proving the services described below, subject to the terms and conditions of this
Agreement; and
WHEREAS, MFHC is authorized to do business in the State of Colorado and has the time, skill, expertise, and
experience necessary to provide dental health services to members of the public; and
WHEREAS, this Agreement shall govern the relationship between MFHC and County in connection with their
collaboration and License granted hereunder.
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NOW, THEREFORE, in consideration of the foregoing and the following promises MFHC and County agree as
follows:
1. Use of County Property.
A. County grants to MFHC a temporary, nonexclusive, revocable license to use the certain space
within the parking lot at the Property identified in Exhibit A, which is attached hereto and incorporated herein by
this reference (the "Licensed Area"), for the purpose of parking and using a mobile dental unit to be used solely for
the purpose of providing dental health services in accordance with the terms of this Agreement, and no other
purpose (the "Mobile Dental Unit"). If, in the County's sole discretion based on needs and desires of the County,
the Licensed Area should be changed, the Parties agree to amend this Agreement to include a map showing the new
location. If at any time during the term of this Agreement, the Mobile Dental Unit is not used for the purposes set
forth herein, the County may terminate this Agreement and require MFHC to remove the Mobile Dental Unit in
accordance with Paragraph M. A. of this Agreement.
B. Except as expressly set forth herein, no vehicle, equipment or personal property may be stored on,
nor may another use be made of the Property, without express authorization of the County.
C. While the Mobile Dental Unit has its own restroom facilities that should be primarily used by
MFHC employees and patients, MFHC employees and patients may also utilize the indoor restroom facilities
C17-030
located on the Property during the authorized times. MFHC will be expected to keep said restroom facilities
reasonably clean during and after use by or its employees and patients.
D. MFHC acknowledges that its right to use the Property is not exclusive. County reserves the right
to use other portions of the Property as County deems appropriate, in its sole and exclusive discretion. MFHC agrees
to reasonably cooperate with other users of the Property and not to interfere with County business occurring on the
Property.
E. Upon removal of the Mobile Dental Unit, MFHC shall ensure the Property is restored to its
original condition, reasonable wear and tear expected. If the Mobile Dental Unit is not timely removed in response
to County's request, and the used portion of the Property is not restored, County may do so at MFHC's expense,
with any such expenses being promptly reimbursed to County by MFHC.
F. MFHC shall use the Property in such a manner so as not to interfere with the movement of traffic
or obstruct access to the roadways or to the adjacent parking spaces.
C. At its sole cost and expense, MFHC shall provide snow and ice removal services around the
Mobile Dental Unit so as to ensure safe ingress and egress for its customers.
H. MFHC shall not conduct any fueling or vehicle maintenance operations on the Parking Space.
MFHC shall be responsible for all costs associated with mitigating any contamination or spillage of oil/fuel or other
substances which originates from the Mobile Dental Unit.
I. MFHC shall not place any trash or debris on the Property, but shall be responsible for appropriate
disposal of all trash, refuse, and disposable materials associated with its use of the Property.
J. MFHC shall not paint, remove, deface, modify, drill, cut or otherwise alter or modify any part of
the Property without the prior written permission of Owner or its representatives, which permission may be withheld
at Owner's sole discretion.
K. MFHC shall abide by all lawful rules, regulations, laws ordinances and directives of the County
related to its use of the Property.
2. County's Representatives and Responsibilities.
A. The Public Health Department's and/or Facilities Management Department's designee shall be
MFHC's contacts with respect to this Agreement.
B. County will provide a county liaison for health-related services.
C. County will provide a working space within building for outreach/enrollment at least one (1) day
per week.
D. County will assist in residents in utilization of the MFHC Dental Mobile Unit, as applicable.
3. Term of the Agreement. This Agreement shall commence upon the date first written above, and subject to
the provisions of paragraph 1 1 hereof, shall continue in full force and effect through the 30th day of dune, 2018.
4. Compensation. In lieu of monetary compensation or fee for use of the County Property, MFHC shall:
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Eagle County General Services Final 5/14
A As a Federally Qualified Health Center (FQHC), MFHC shall adhere to all applicable federal regulatory
and grant requirements concerning provision of health services.
B. Reimburse the County for a portion of expenses incurred for cleaning of the indoor restroom facilities at the
Property, including supplies, cleaning services and incidentals such as toilet paper, paper towel, soap, etc.
A monthly fee of $50.00 shall be paid to Eagle County Facilities Department, attn.: Jan Miller, 500
Broadway, Eagle, CO 8163 1.
C. Be the primary Dental Sponsor for the Mobile Dental Unit to provide oral and preventative care services to
Pitkin/Eagle county residents.
D. Coordinate the service delivery of other providers, which may include mental health and medical
professionals.
E. MFHC shall provide for patient billing to include Medicaid, CHP+, and private insurance and/or self -pay
uninsured or underinsured.
F. Oversee a fair, reasonable, and affordable fee schedule for services provided, including providing invoices
for services in a timely manner and following healthcare industry accepted billing and collection policies.
G. Work with other governmental and private non -profits, the school nurse(s), and/or other agencies to
improve health outcomes and develop increased prevention behaviors.
H. Contract with other professional and medical services as needed.
I. Establish dental operating hours to meet federal, PCMH, and grant requirements.
5. Subcontractors. MFHC acknowledges that County has entered into this Agreement in reliance upon the
particular qualifications, reputation and expertise of MFHC. MFHC shall require each subcontractor, as approved
by County and to the extent of the Services to be performed by the subcontractor, to be bound to MFHC by the
terms of this Agreement, and to assume toward MFHC all the obligations and responsibilities which MFHC, by this
Agreement, assumes toward County. County shall have the right (but not the obligation) to enforce the provisions of
this Agreement against any subcontractor hired by MFHC and MFHC shall cooperate in such process. MFHC shall
be responsible for the acts and omissions of its agents, employees and subcontractors.
6. Insurance. MFHC agrees to provide and maintain at MFHC's sole cost and expense, the 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. Auto coverage with limits of liability not less than $1,000,000 each accident combined
bodily injury and property damage liability insurance, including coverage for owned, hired, and non -owned
vehicles.
iii. Commercial General Liability coverage to include premises and operations,
persona I/ad vert i s ing injury, products/completed operations, broad form property damage with limits of liability not
less than $1,000,000 per occurrence and $1,000,000 aggregate limits.
B. Other Requirements.
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Eagle County General Services Final 5/14
i. 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. A certificate of insurance consistent with the foregoing requirements is attached hereto as
Exhibit B.
ii. MFHC's certificates of insurance shall include subcontractors, if any as additional
insureds under its policies or MFHC shall furnish to County separate certificates and endorsements for each
subcontractor.
iii. The insurance provisions of this Agreement shall survive expiration or
termination hereof.
iv. 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.
MFHC is not entitled to workers' compensation benefits except as
provided by the MFHC, nor to unemployment insurance benefits unless unemployment compensation coverage is
provided by MFHC or some other entity. The MFHC is obligated to pay all federal and state income tax on any
moneys paid pursuant to this Agreement.
7. Indemnification. MFHC 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 MFHC or any of its subcontractors hereunder; and MFHC 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 MFHC. This paragraph shall survive expiration or termination hereof.
8. No Assignment. MFHC shall not assign, sell, or transfer MFHC's rights under this Agreement without
prior written consent of the County. An assignment agreement or by operation of law shall be void and shall, at
County's option, terminate this agreement.
9. Notice. Any notice required by this Agreement shall be deemed properly delivered 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 other confirmation showing
the date, time and receiving facsimile number for the transmission, or (v) when 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.
COUNTY:
Eagle County, Colorado
Attention: Jan Miller, Eagle County Facilities Management
Post Office Box 850
Eagle, CO 81631
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Eagle County General Services Final 5/14
Telephone: 970-328-8889
E -Mail: Jan.Miller@eaglecounty.us
With a copy to:
Eagle County Attorney
500 Broadway
Post Office Box 850
Eagle, Co 8163t
Telephone: 970-328-8685
Facsimile: 970-328-8699
E -Mail: atty@eaglecounty.us
MFHC:
Art Fernandez
Mountain Family Health Centers
1905 Blake Avenue #101
Glenwood Springs, CO 81601
Telephone: (970) 945-2840
E -Mail: afernandec@mountainfamily.org
10. Default and Termination.
A. MFHC promises and agrees that if default be made in the performance under any of the conditions
under this Agreement that this Agreement may be forthwith terminated at the election of the County, and MFHC
will remove the Mobile Dental unit and all other equipment and belongings from the Property within three days of
receipt of a notice of termination for default.
B. This Agreement may be terminated by County without cause upon thirty (30) days' notice to
MFHC. Any such termination shall be effected by delivery to MFHC of a written notice of termination specifying
the date upon which termination becomes effective. MFHC shall remove the Mobile Dental unit and all other
equipment and belongings from the Property on or before the termination date and cease all future use of the
Property unless otherwise agreed upon in writing by the County.
C. On the expiration or termination of this Agreement, MFHC's right to use of the Property shall
cease. MFHC shall be responsible to vacate the Property and restore it to its original condition.
11. 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 and shall be
governed by the laws of the State of Colorado.
12. Other Contract Requirements and MFHC Representations.
A. MFHC has familiarized itself with the nature and extent of the Services to be provided hereunder
and the Property, and with all local conditions, federal, state and local laws, ordinances, rules and regulations that in
any manner affect cost, progress, or performance of the Services.
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Eagle County General Services Final 5/14
B. MFHC will make, or cause to be made, examinations, investigations, and tests as he deems
necessary for the performance of the Services.
C. To the extent possible, MFHC has correlated the results of such observations, examinations,
investigations, tests, reports, and data with the terms and conditions of this Agreement.
D. To the extent possible, MFHC has given County written notice of all conflicts, errors, or
discrepancies.
E. MFHC shall be responsible for the completeness and accuracy of the Services and shall correct, at
its sole expense, all significant errors and omissions in performance of the Services. The fact that the County has
accepted or approved the Services shall not relieve MFHC of any of its responsibilities. MFHC shall perform the
Services in a skillful, professional and competent manner and in accordance with the standard of care, skill and
diligence applicable to contractors performing similar services. MFHC represents and warrants that it has the
expertise and personnel necessary to properly perform the Services and shall comply with the highest standards of
customer service to the public. MFHC shall provide appropriate supervision to its employees to ensure the Services
are performed in accordance with this Agreement. This paragraph shall survive termination of this Agreement.
F. MFHC 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 MFHC as an
independent MFHC 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 MFHC except that of independent MFHC. MFHC shall have no authority to bind County.
H. MFHC represents and warrants that at all times in the performance of the Services, MFHC shall
comply with any and all applicable laws, codes, rules and regulations.
I. 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.
J. MFHC 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.
K. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their
respective permitted assigns and successors in interest. Enforcement of this Agreement and all rights and obligations
hereunder are reserved solely for the parties, and not to any third party.
L. 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.
M. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provision hereof.
N. 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 MFHC has
6
Eagle County General Services Final 5/14
no beneficial interest, direct or indirect, that would conflict in any manner or degree with the performance of the
Services and MFHC shall not employ any person having such known interests.
13. Prohibitions on Government Contracts.
As used in this Section 15, 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. 5-17.5-101, et, seq. If MFHC has any employees or
subcontractors, MFHC shall comply with C.R.S. 5-17.5-101, et. seq., and this Agreement. By execution of this
Agreement, MFHC certifies that it does not knowingly employ or contract with an undocumented individual who
will perform under this Agreement and that MFHC 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.
A. MFHC shall not:
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 MFHC that the subcontractor shall not
knowingly employ or contract with an undocumented individual to perform work under the public contract for
services.
B. MFHC 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/programs/> c 1185221678150.shtm
C. MFHC 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 MFHC obtains actual knowledge that a subcontractor performing work under the public contract
for services knowingly employs or contracts with an undocumented individual, MFHC shall be required to:
i. Notify the subcontractor and County within three (3) days that MFHC 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 MFHC 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. MFHC 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 MFHC 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, MFHC shall be liable
for actual and consequential damages to County as required by law.
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Eagle County General Services Final 5/14
G. County will notify the Colorado Secretary of State if MFHC violates this provision of this
Agreement and County terminates the Agreement for such breach.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above.
COUNTY OF EAGLE, STATE OF COLORADO,
By and Through Its COUNTY MANAGER
Un
Brent McFall, County Manager
MFH
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By: -----------
Print Name: Ross Brooks
Chief Executive Officer
Title:
8
Eagle County General Services Final 5/14
MAP OF LICENSED AREA
Eagle County General Services Final 5/14
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MOUNFAM-01 BLEWIS
'4cQ�zo CERTIFICATE OF LIABILITY INSURANCE pATp1YYYYj
s1/141214/201 s
THIS CERTIFICATE 15 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 BYTHE 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 en dorsement(s).
PRODUCER A
NAME.,
AssuredPartners of Colorado, LLCM 3D3 Tli-1800 FAX
4600 S. Ulster Street #1400 .� W Nb)-' (303) 290-0884
Denver, CO B0237 dAAIL
oss:
INSURED
Mountain Family Health Centers
Attn: Ms. Annette Franta. CFO
1905 Blake Avenue #101
Glenwood Springs, CO B1601
INSURER A : Liberty Mutual
!!SURER B: Pinnacol Assurance
!!SURER C : Philadelphia Insurance Co
INSURER D:
INSURER E
INSURER F:
1111176T+i►►:1:TNN dId176TAfs;2.u1Ly�1:14: :ax■►Wrala>tatuLy�i:1:1:
190
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.
Eagle, CO B1631
INSR TYPE INSURANCEA1313L
LTR
SUER
INSD WVD
POLICY EFF
POLICY NUMBER MWDDYYYY
POLICY EXP
MMIDWY
LIMITS
A
x COMMERCIAL GENERAL UABILrrY
EACH OCCURRENCE
$ 11000,000
CLAIMS-MADEI-XI OCCUR
BZ5{16}56117851 06l0il2016
06/01/2017
PREMOE TO RENTED
ISES E"'currence
$ 11000,000
MED EXP (Anyone person]
$ 15,000
PERSONAL&ADV INJURY
$ 11000,000
GE N'L AGG R EGATE LIMITAPPLIES PER:
GENERAL AGGREGATE
$ 2,000,000
POLICY JECT P�] LOC
PRODUCTS - COMPIOP AGG
$ 2,000,000
$
OTHER:
AUTOMOBILE LIABILrrY
COM BIN ED SING LE UMIT
Ea acadW
$ 11000,000
BODILY INJURY (Per person)
$
A
ANY AUTO
BZS(16)56117B51 06/01/2016
06!0112017
ALLOWNED SCHEDULED
AUTOS AUTOS
BODILY INJURY(Pe raaddent]
$
PROPERTY DAMAGE
xx NON -OWNED
HIRED AUTOS AUTOS
Per aopdent
X
UMBRELLA UAB
x
OCCUR
EACH OCCURRENCE
$ 11000,000
A
EXCESS UAB
CLAIMS -MADE
USO(16)56117B51 06/01/2016
0fi1011M17 AGGREGATE
$
DED I X I RETENTION$ 10,000
$ 11000,000
WORKERS COMPENSATION
PER OTH-
STATUTE ER
AND EMPLOYERS' LABILITY Y
IE 1461272 06.;01.;2016
B ANY PROPRIETOR;PARTNERXECUTIVE
06.;01.;2017 E.L. EACH ACCIDENT
$ 11000,000
OFFICER;MEMBER EXCLUDED? NIA
(Mandatory In NH)
E.L. DISEASE - EA EMPLOYE
$ 11000,000
If yes, describe under
DESC RIPTIDN OF 0PERAT 10NS beiow
E.L. DISEASE - POLICY LIMIT 1
$ 11000,000
A Property B'ZS(16)56117B51 06/01/2016
06/01/2017 $500
4,074,600
C Directors & Officers PHSD104B310 06/01/2016
06/01/2017
11000,000
DESCRIPTION OF OPE RATIO NSI LOCATIONS 1 VEHICLES (ACORD 101, Additional Remarks Schedule, may beattachad It mare space Is required)
Eagle County, Its associated or affiliated entitles, Its successors and assigns, elected officials, employees,
agents and volunteers are Additional
Insureds
under the commercial general liability and automobile liability policies of insurance, ATI MA.
r'-FRTIFIr_OTF Hni inFR r_ONr_FI I OTION
C 1988-2014 ACORD CORPORATION. All rights reserved.
ACORD 25 (2014,+01) The ACORD name and logo are registered marks of ACORD
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
Eagle County
ACCORDANCE WITH THE POLICY PROVISIONS.
POB 6C
Eagle, CO B1631
AUTHORIZED REPRESENTATIVE
C 1988-2014 ACORD CORPORATION. All rights reserved.
ACORD 25 (2014,+01) The ACORD name and logo are registered marks of ACORD
