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HomeMy WebLinkAboutC16-177 Colorado Center for the Advancement of Patient Safety dba Colorado Telehealth NetworkI A ; AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN EAGLE COUNTY, COLORADO AND COLORADO CENTER FOR THE ADVANCEMENT OF PATIENT SAFETY THIS AGREEMENT ("Agreement") is effective as of the 2-3' L day of , 201 to by and between Colorado Center for the Advancement of Patient Safety, d/b/a Colorado Telehealth Network a Colorado nonprofit corporation (hereinafter "Consultant" or "Contractor") and Eagle County, Colorado, a body corporate and politic (hereinafter "County"). RECITALS WHEREAS, County wishes to engage the services of Consultant to facilitate the County's participation in the Colorado Telehealth Network and the Health Care Connect Fund program of the Federal Communications Commission for the purpose of receive federal subsidies covering a portion of the cost of the secure dedicated broadband network infrastructure (the "Program") for the Eagle County Health and Human Services offices located at 100 West Beaver Creek Blvd., Avon, Colorado; 20 Eagle County Drive, Suite E, El Jebel, Colorado; and 551 Broadway, Eagle, Colorado (the "Properties"); 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 1 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 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. 7,APPR LIED A Eag Q COL my Attorney's Uftice By:— C16-177 _ C16-177 Eagle County commissioners' Office 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. 2. County's Representative. The Information and Technology Department's designee shall be Consultant's contact with respect to this Agreement and performance of the Services. 3. Term of the Agreement. This Agreement shall commence upon the date first written above, and subject to the provisions of paragraph 12 hereof, shall continue in full force and effect for the duration of any and all Funding Commitment Letters issued by the Program in favor of Member for which CTN is listed as either Consortium Leader or Third -Party Consultant, and this Agreement shall automatically terminate at the time the Member's coverage under all such Funding Commitment Letters terminate for any reason. 4. Extension or Modification. This Agreement may not be amended or supplemented, nor may any obligations hereunder be waived, except by agreement signed by both parties. 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 with County's internal policies. Accordingly, no course of conduct or 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. 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. Consultant shall invoice County for Services Fees on a quarterly basis commencing on the Funding Start Date, as identified in Exhibit A. Payment will be made thirty (3 0) days of receipt of a proper and accurate invoice from Consultant. b. Consultant agrees to refund Filing Fees if at any time County chooses to withdraw all or some Sites from application for Universal Support under the Health Care Connect Fund. This refund will remain available until USAC issues a Funding Commitment Letter covering the Sites. If County chooses to withdraw some, but not all, Sites from application, then Consultant shall refund the difference between the Filing Fees as listed here and the amount the Filing Fees would have been without the withdrawn Sites. 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 2 Eagle County Prof Services Final 5/14 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 expiation of this Agreement, unexpended funds advanced by County, if any, shall forthwith be returned to County. 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 31 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 Local Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). 6. Sub -consultants. Consultant acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Consultant. Consultant shall not enter into any sub -consultant agreements for the performance of any of the Services or additional services without County's prior written consent, which may be withheld in County's sole discretion. County shall have the right in its reasonable discretion to approve all personnel assigned to the subject Program during the performance of this Agreement and no personnel to whom County has an objection, in its reasonable discretion, shall be assigned to the Program. Consultant shall require each sub -consultant, as approved by County and to the extent of the Services to be performed by the sub -consultant, to be bound to Consultant by the terms of this Agreement, and to assume toward Consultant all the obligations and responsibilities which Consultant, by this Agreement, assumes toward County. County shall have the right (but not the obligation) to enforce the provisions of this Agreement against any sub -consultant hired by Consultant and Consultant shall cooperate in such process. The Consultant shall be responsible for the acts and omissions of its agents, employees and sub -consultants or sub -contractors. 7. Insurance. Consultant agrees to provide and maintain at Consultant's sole cost and expense, the following insurance coverage with limits of liability not less than those stated below: a. Types of Insurance. i. 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, personal/advertising injury, products/completed operations, broad form property damage with limits of liability not less than $1,000,000 per occurrence and $2,000,000 aggregate limits. 3 Eagle County Prof Services Final 5/14 iv. intentionally omitted b. Other Requirements. i. The automobile and 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. ii. Consultant's certificates of insurance shall include sub -consultants 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 shall be subject to 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 Program 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" rating of not less than ANN. iv. Consultant's insurance coverage shall be primary and non-contributory with respect to all other available sources. Consultant's policy shall contain a waiver of subrogation against Eagle County. V. All policies must contain an endorsement affording an unqualified thirty (30) days notice of cancellation to County in the event of cancellation of coverage. vi. All insurers must be licensed or approved to do business within the State of Colorado and all policies must be written on a per occurrence basis unless otherwise provided herein. vii. Consultant's certificate of insurance evidencing all required coverage(s) is attached hereto as Exhibit B. Upon request, Consultant shall provide a copy of the actual insurance policy and/or required endorsements required under this Agreement within five (5) business days of a written request from County, and hereby authorizes Consultant's broker, without further notice or authorization by Consultant, to immediately comply with any written request of County for a complete copy of the policy. viii. Consultant shall advise County in the event the general aggregate or other aggregate limits are reduced below the required per occurrence limit. Consultant, at its own expense, will reinstate the aggregate limits to comply with the minimum limits and shall furnish County a new certificate of insurance showing such coverage. 4 Eagle County Prof Services Final 5/14 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 Agreement. 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 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. Ownership of Documents. All documents prepared by Consultant in connection with and during the performance of the Services shall become property of County. Consultant shall execute written assignments to County of all rights (including common law, statutory, and other rights, including copyrights) to the same as County shall from time to time request. For purposes of this paragraph, the term "documents" shall mean and include all reports, plans, studies, tape or other electronic recordings, drawings, sketches, estimates, data sheets, maps and work sheets produced, or prepared by or for Consultant (including any employee or subconsultant in connection with the performance of the Services and additional services under this Agreement). The County shall have no right to or claim ownership to proprietary data and information of Contractor. Contractor shall mark all proprietary and confidential data or information contained in Eagle County documents and Eagle County will endeavor to keep that information confidential. The parties acknowledge that Eagle County may be required to release public records in accordance with the Colorado Open Records Act or lawful order of the Court. 10. 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 5 Eagle County Prof Services Final 5/14 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 facsimilenumber 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: Scott Lingle 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970-328-3581 Facsimile: 970-328-3599 E -Mail: scott.lingle@eaglecounty.us With a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle, Co 81631 Telephone: 970-328-8685 Facsimile: 970-328-8699 E -Mail: atty@eaglecounty.us CONSULTANT: Ed Bostick Executive Director — CTN 7335 East Orchard Road Greenwood Village, Colorado 80111-2512 Telephone: Facsimile: E -Email; Ed.bostick@cha.com 11. Coordination. Consultant acknowledges that the development and processing of the Services for the Program may require close coordination between various consultants and contractors. Consultant shall coordinate the Services required hereunder with the other consultants and contractors that are identified by County to Consultant from time to time, and Consultant shall immediately notify such other consultants or contractors, in writing, of any changes or revisions to Consultant's work product that might affect the work of others providing services for the Program and concurrently provide County with a copy of such notification. Consultant shall not knowingly cause other consultants or contractors extra work without obtaining prior written approval from County. If such prior approval is not obtained, Consultant shall be subject to any offset for the costs of such extra work. 6 Eagle County Prof Services Final 5114 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 9 hereof, in such format as County shall direct and shall return 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 and shall be governed by the laws of the State of Colorado. 14. Execution by Counterparts: Electronic Signatures, 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. 24-71.3-101 to 121. 15. Other Contract Requirements. a. Consultant shall be responsible for the completeness and accuracy of the 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. 7 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 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. 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 of records 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. 1. 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 Agreement. 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 contract with an undocumented individual who will perform under this Agreement and that Consultant 8 Eagle County Prof Services Final 5/14 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. 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. 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: bttp://tivNvw.dhs.gov/xprevprot/pro rg ams/ e 1185221678150.shtm C. 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 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). £ 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. 9 Eagle County Prof Services Final 5/14 g. County will notify the Colorado Secretary of State if Consultant 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 By: Brent McFall, County Manager CONSULTANT: By: Print Name: - b 3 Title: 1 t,t 1t ' 1 4w 10 Eagle County Prof Services Final 5/14 EXHIBIT A SCOPE OF SERVICES, SCHEDULE, FEES 11 Eagle County Prof Services Final 5/14 CTN SERVICES AGREEMENT — EXHIBIT A 1. Definitions 1.1 "Funding Commitment Letter" shall mean a letter from the Universal Service Administrative Company ("USAC") to CTN in which USAC commits funding for any service provided at a Site for which Member is the designated legal entity and for which CTN applied to USAC for such funding pursuant to this Agreement. 1.2 "Funding Start Date" shall mean the date designated "Funding Start Date" by the Funding Commitment Letter. 1.3 "Discount" shall mean the amount designated "Total Support Amount by the Funding Commitment Letter. 1.4 "Member" shall mean Eagle County Government. 1.5 "Site" shall have the same meaning as used by the FCC and USAC as pertaining to the Healthcare Connect Fund Report and Order found at FCC 12-150 and related forms and documentation. 2. CTN shall provide Member with various services ("Services") facilitating Member's participation in the Health Care Connect Fund Program of the Federal Communications Commission (FCC) which CTN serves as a consortium leader (the "Program"). The Program leverages a 65% federal subsidy for connectivity to eligible healthcare providers through the FCC's Health Care Connect Fund. 2.1 The Services shall include: (a) Management of Member's application to the Program, including all necessary functions described in the Program; (b) Completion of all necessary FCC/USAC forms in compliance with FCC and/or Program rules; (c) Issuance of RFP for telecommunication services on Member's behalf in accordance with FCC and/or Program rules; (d) Review of existing and proposed contracts for telecommunication services for eligible Sites for compliance with Program rules; (e) Review and oversight of telecommunication -provider invoices for accuracy and compliance with Program rules; (f) Service Level Agreement (SLA) escalation supports; (g) Fulfillment of FCC consortium responsibilities involving the Program; and (h) Other related matters to which the parties may agree in writing. 3. Pricing for the Services described in the Agreement shall be as follows: 3.1 Filing Fees — these fees cover CTN's costs involved with filing FCC Form 460 - Healthcare Connect Fund (HCF) Universal Service Eligibility and Registration Form, 461 — Healthcare Connect Fund (HCF) Universal Service Healthcare Connect Fund Request for Services Form, 462 — Healthcare Connect Fund (HCF) Universal Service Healthcare Connect Fund Funding Request Form. Filing Fees are not eligible for the discount described in the Agreement Section 3.2. Filing Fees are calculated using a formula that accounts for both the total number of Sites for which a Member applies for Universal Support under the Agreement as well as the amount of support represented by the Sites. Filing Fees for Member under the Agreement shall be determined as follows: (($500 per site * [NO. OF SITES]) + ([.25 * total current MRC in application])) / 2 _ $[TOTAL FILING FEES] 3.2 Service Fees — these fees cover CTN's costs involved with the ongoing administration, auditing, and compliance reporting involved with administering the Program. Services Fees shall be eligible for the discount described in the Agreement Section 3.2. 25% of the total Discount $[TOTAL DISCOUNT] * 0.25 = $[TOTAL SERVICE FEES] 3.3 Refundable Fees — CTN agrees to refund Filing Fees if at any time Member chooses to withdraw all or some Sites from application for Universal Support under the Health Care Connect Fund. This refund will remain available until USAC issues a Funding Commitment Letter covering the Sites. If Member chooses to withdraw some, but not all, Sites from application, then CTN shall refund the difference between the Filing Fees as listed here and the amount the Filing Fees would have been without the withdrawn Sites. -2- EXHIBIT B Insurance Certificate 12 Eagle County Prof Services Final 5/14 CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDNM) 5/20/2016 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(sl- PRODUCER Noodruff-Sawyer & Company r17 - 17th Street, Suite 1540 Denver CO 80202 nce INSURED COLOHOS-01 Colorado Hospital Association Trust for Workers' C 7335 East Orchard Road, Suite 200 Greenwood Village CO 80111 COVERAGES CERTIFICATF NIIMRFR- 1689828351 oovlmnkr kit rsaoCo. 415-989-9923 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 LTR TYPE OF INSURANCE ADDLSUBR INSD WVD POLICY NUMBER POLICY EFF ImM/DD/YYYY POLICY EXP MMIDD/YYYY LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS F EACH OCCURRENCE $ DA A E TO R=n.) -MADE OCCUR PREMISES Ea$ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: POLICY 0 PRO- JECT F—] LOC GENERAL AGGREGATE $ PRODUCTS-COMP/OPAGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINEDSINGLE LIMIT Ea accid $ ANY AUTO BODILY INJURY (Per person) $ ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ HIRED AUTOS NON -OWNED AUTOS DAMAGE Per accident $ $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS -MADE AGGREGATE $ DED I I RETENTION $ $ WORKERS COMPENSATIONPER OTH- AND EMPLOYERS' LIABILITY Y/ N ANY PROPRIETOR/PARTNER/EXECUTIVEElN OFFICER/MEMBER EXCLUDED? / A STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYE $ (Mandatory In NH) Ifyes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ A Excess WC SIR: $500,000 NDE088406516 10/1/2015 10/1/2016 Workers' Comp Statutory Limits EL - each occurrence $1,000,000 DESCRIPTION OF OPERATIONS /LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space Is required) ISSUED AS EVIDENCE OF INSURANCE Eagle County, Colorado Attn: Eagle County Attorney 500 Broadway PO Box 850 Eagle CO 81631 _. Iv_ SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD —, ® A!Ro CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 7/26/2017 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 Woodruff -Sawyer & Company 717 - 17th Street, Suite 1540 Denver CO 80202 CONTACT NAME: P"°NE 800-675-4467 FAX 415-989-9923 E-MAIL INSURERS AFFORDING COVERAGE NAIC # 6012300750 INSURERA:Natlonal Fire Insurance Company of 20478 7/31/2018 INSURED COLOHOS-01 INSURERB:Continental Insurance Company 35289 INSURER C: Colorado Hospital Association DBA CHA Shared Servi 7335 East Orchard Road, Suite 200 Greenwood Village CO 80111 INSURER D: GEN'L %( INSURER E INSURER F: GENERAL AGGREGATE $2,000,000 rnvcDAr_oc rCDTIPWATF NIIMRFR• 1605230079 REVISION NUMBER! vTHIS 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 LTR TYPE OF INSURANCEAUUL INSD WVD POLICY NUMBER POLICY EFF MMIDD POLICY EXP MMIDD LIMITS A X I COMMERCIAL GENERAL LIABILITY CLAIMS -MADE 1X OCCUR Y 6012300750 7/31/2017 7/31/2018 EACH OCCURRENCE $1,000,000 DAMAGE PREMISES Ea occurrence) $1,000,000 MED EXP (Any one person) $10,000 GEN'L %( PERSONAL & ADV INJURY $1,000,000 AGGREGATE LIMIT APPLIES PER: PRO- POLICY JECT ❑ LOC OTHER: GENERAL AGGREGATE $2,000,000 PRODUCTS - COMP/OP AGG $2,000,000 $ B AUTOMOBILE LIABILITY X ANY AUTO AUTOWNED SCHEDULED AUTOS NON -OWNED HIRED AUTOS AUTOS 6012237181 7/31/2017 7/31/2018 COMBINED Ea accident SINGLE LIMIT $1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ Per accident UMBRELLA LIABOCCUR EXCESS LIAB CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ OFFICER/MEMBER EXCLUDED? (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below NIA A PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYE $ E.L. DISEASE - POLICY LIMIT $ I DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Eagle County, Colorado is included as additional insured as required by written contract. P=DTICIr ATC WnI nFD CANCFL LATION U ISt S-1094 AUUKU GUKI'UKAI IUN. All rlgnLs reserves. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Eagle County, Colorado Attn: Eagle County Attorney THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 500 Broadway PO Box 850 Eagle CO 81631 AUTF10RIZED REPRESENTATIVE U ISt S-1094 AUUKU GUKI'UKAI IUN. All rlgnLs reserves. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD 1 ® ACCO o CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDNYYY) 5/20/2016 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(les) 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 Woodruff -Sawyer & CompanyPHONE 717 -17th Street, Suite 1540 Denver CO 80202 CONTACT NAME: 800-675-4467 FAX 415-989-9923 EMAIL INSURERS AFFORDING COVERAGE NAIC # INSURERA:National Fire Insurance Company of 20478 _ INSURED COLOHOS-01 Colorado Hospital Association DBA CHA Shared Servi 7335 East Orchard Road, Suite 200 Greenwood Village CO 80111 INSURERB:COntlnental Insurance Company 35289 INSURERC: INSURER D: INSURER E INSURER F: --%I OAn=O RFVISInNl NtlMRFR, 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 LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DD/YYYY LIMITS A x COMMERCIAL GENERAL LIABILITY CLAIMS -MADE � OCCUR Y 6012300750 7/31/2015 7/31/2016 EACH OCCURRENCE $1,000,000 DA AGE TO PREM SES Ea occu encs $1,000,000 MED EXP (Any one person) $10,000 PERSONAL& ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: X POLICY ElPRO JECT ElLOC OTHER: GENERAL AGGREGATE $2,000,000 PRODUCTS-COMP/OPAGG $2,000,000 $ B AUTOMOBILE LIABILITY X ANY AUTO ALLOWNED SCHEDULED AUTOS NON -OWNED HIRED AUTOS AUTOS 6012237181 7/31/2015 7/3112016 COM SINED SINGLE LIMIT Ea accident $1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ Peraccident UMBRELLA LIAR EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED I I RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ OFFICER/MEMBER EXCLUDED? (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below N/A ROTH- STATUTE I ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYE $ E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS/ LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached If more space Is required) Eagle County, Colorado is included as additional insured as required by written contract. /+OOTICI!`ATG urti nco CANCFI I.ATInN (9) 1 9BB-Z AGURD GURPUKA I IUN. AN rights reserved. ACORD 26 (2014/01) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Eagle County, Colorado THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attn: Eagle County Attorney ACCORDANCE WITH THE POLICY PROVISIONS. 500 Broadway PO Box 850 Eagle CO 81631 AUTHORIZED REPRESENTATIVE X—��,,`w4r­ (9) 1 9BB-Z AGURD GURPUKA I IUN. AN rights reserved. ACORD 26 (2014/01) The ACORD name and logo are registered marks of ACORD ti Colorado Center for the Advancement of Patient Safety (CLAPS) Ed Bostick 7335 E Orchard Road Greenwood Village, CO 80111 Re: Letter of Agency to (1) Seek Eligibility Determination (Form 460); (2) Seek Bids for Services (Form 461); and (3) Submit Funding Request and Manage Invoicing and Payments (Forms 462 and 463) in the Healthcare Connect Fund By this letter, Eagle County Government confirms its participation in the Colorado Telehealth Network (CTN). Eagle County Government hereby authorizes CCAPS to act on its behalf before the Federal Communications Commission (FCC) and the Universal Service Administrative Company's Rural Health Care Division in matters related to the Consortium's participation in the Healthcare Connect Fund. Eagle County Government owns and operates public health clinics at the following sites: 1. Eagle County Public Health Department 100 W Beaver Creek 107 Avon, CO 81620 2. Eagle County Public Health Department 0020 Eagle County Drive, Suite E El Jebel, CO 81623 3. Eagle County Public Health Department 551 Broadway Eagle, Colorado 81631 The sites listed above are offices owned and operated by Eagle County Government. Eagle County Government authorizes CCAPS to: • submit the FCC Form 460, Eligibility and Registration, on its behalf, which is used to determine eligibility to participate in the Healthcare Connect Fund; • submit the FCC Form 461, Request for Services, on its behalf and prepare and post the request for proposal on its behalf for purposes of the Healthcare Connect Fund; • submit the FCC Form 462, Funding Request, on its behalf, for purposes of the Healthcare Connect Fund. • submit FCC Form 463, Invoice and Request for Disbursement, on its behalf, to manage invoicing and payments for purposes of the Healthcare Connect Fund. • submit any other necessary documentation required to obtain funding through the Healthcare Connect Fund. Existing FCC Pilot Projects seeking funding through the Healthcare Connect Fund are eligible to request funding for services provided as of July 1, 2013. Pilot Projects may seek new bids for services that will be funded through the Healthcare Connect Fund. Forms can be filed as of April 1, 2013. To ensure an orderly transition from the Pilot Program to the Healthcare Connect Fund, Pilot Projects are permitted to use the Pilot Program forms (FCC Forms 465, 466-A, 467 and USAC Invoice) to seek bids and request funding through the Healthcare Connect Fund, until such time as the Healthcare Connect Fund forms are available for use. Therefore, Eagle County Government authorizes the CCAPS to file the 465 Package, 466-A Package and any other documentation necessary for the Colorado Telehealth Network (CTN) to seek bids and/or request funding for services and disbursements through the Healthcare Connect Fund, Eagle County Health and Human Services Department also authorizes Colorado Telhealth Network (CTN) to make certifications included on the FCC Forms 465, 466-A, 467 and USAC Invoice on behalf of Eagle County Government. This Letter of Agency is effective from the date of this letter to 11/15/2018, unless sooner terminated by one or both of the Parties. If the Colorado Telhealth Network (CTN) changes its designated Consortium Leader for purposes of the FCC Healthcare Connect Fund, the LOA may be assigned to the new Consortium Leader upon 30 days' notice to the Eagle County Government. By this Letter of Agency, Eagle County Government authorizes CCAPS to make the certifications included in the FCC Forms 460, 461, 462 and 463 on behalf of Eagle County Government. Those certifications are: a) The person signing this Letter of Agency is authorized to submit this letter on behalf of the Eagle County Government. b) Eagle County Government is non-profit or public. c) The person signing the application is authorized to submit the application on behalf of the applicant and has examined the form and all attachments, and to the best of his or her knowledge, information, and belief, all statements of fact contained therein are true. d) The applicant has followed any applicable state, Tribal, or local procurement rules. 2 e) The supported connections, infrastructure and /or equipment associated with this request for funding will be used solely for purposes reasonably related to the provision of health care service or instruction, for which support is intended, and that the health care provider is legally authorized to provide under the law of the state in which the services were provided and will not be sold, resold, or transferred in consideration for money or any other thing of value. f) The applicant satisfies all of the requirements under section 254 of the Act and applicable Commission rules. g) The applicant has reviewed all applicable requirements for the program and will comply with those requirements. h) The health care provider has considered all bids received and selected the most cost-effective method of providing the requested services as defined in the FCC's rules and instructions. i) Eagle County Government is not requesting support for the same service from either the Telecommunications Program or Internet Access Fund and the Healthcare Connect Fund. j) The applicant understands that any letter from the Universal Service Administrative Company (USAC), the Administrator of the Healthcare Connect Fund, that erroneously commits funds for the benefit of the applicant may be subject to recission. k) To the best of the applicant's knowledge, information and belief, the health care provider has received the network build -out or related services itemized on the submitted and the 35 percent minimum funding contribution for each item on the invoice was funded by eligible sources as defined in the FCC's rules and has been provided to the service provider. 1) All documentation associated with the forms must be kept for a period of five years (including a copies of the submitted Forms), including but not limited to, For Form 461: any bids/contract resulting from the Form 461 posting, scoring sheet, and other information that was used in the decision—making process) from the last day of the funding year; and For Form 462: all bids, contracts, scoring matrices, and other information associated with the competitive bidding process, and all billing records for services received. 3 Eagle County Goverment 101` Signature � av Name: Brent McFa 1 Title of Authorized Person: Eagle County Manager Address: P.O. Box 850, Eagle, Colorado 81631 Phone Number: (970) 328-8607 Email Address: brent.mcfall@eaglecounty.us 0