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Home My WebLink AboutC19-098 University Physicians Inc dba University of Colorado MedicineDocuSign Envelope ID: OA1E846C-8360-4305-8DD1-BBBCCA56DB14 AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN EAGLE COUNTY, COLORADO AND UNIVERSITY PHYSICIANS, INC., D/B/A UNIVERSITY OF COLORADO MEDICINE THIS AGREEMENT ("Agreement") is effective as of the 151 day of March, 2019 by and between University Physicians, Inc., d/b/a University of Colorado Medicine ( "CU Medicine" and/or "Contractor") a Colorado non-profit corporation established by the Board of Regents of the University of Colorado to serve as the fiscal and business agent for the University of Colorado School of Medicine and its faculty members ("Consultant") and Eagle County, Colorado, a body corporate and politic ("County"). RECITALS WHEREAS, the County, through its Department of Public Health and Environment ("ECPHE") works to promote the health, safety and welfare of County residents of all ages; and WHEREAS, the County uses outside providers and professionals to enhance the ability of County to promote such health, safety and welfare; and WHEREAS, the Helen and Arthur E. Johnson Depression Center (JDC), housed at the University of Colorado School of Medicine has expertise in providing high quality telepsychiatry services and has the capacity to provide these services for the Eagle River Valley through the placement and use of technology housed at the Aspen Hope Center's office located in Eagle, Colorado; and WHEREAS County has need for professional services as described below and desires to secure the professional services (defined in Exhibit A) of Consultant who are also employees located at JDC; and WHEREAS, CU Medicine is an independent, non-profit organization that serves as the centralized business and contracting agent for Consultant. Consultant has assigned rights to any income earned from professional services to CU Medicine. Income from such services is billed and collected by CU Medicine and then disbursed to Consultant in accordance with CU Medicine policies and procedures. CU Medicine performs centralized business and administrative functions on behalf of Consultant and in no manner engages in the practice of medicine itself. CU Medicine is authorized to bind Consultant under the terms of this Agreement and to contract with, bill for, and collect from Eagle County the fees arising from this Agreement for the services performed by Consultant WHEREAS, Contractor and Consultant are authorized to do business in the State of Colorado and have 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 Contractor and County in connection with the Services provided by Consultant. DocuSign Envelope ID: OA1E846C-8360-4305-8DD1-BBBCCA56DB14 AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the following promises Contractor and County agree as follows: 1. Services. Consultant will 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. The services to be provided under this Agreement shall be performed by Consultant or by a subcontractor, to be mutually agreed upon in writing by the Parties, in accordance with Paragraph 6, below. Consultant shall perform the services in a competent and professional manner and Eagle County shall pay Contractor for the services in accordance with the terms and conditions set forth in this Agreement. a. Consultant will furnish the Services no later than December 31, 2019 and in accordance with the schedule established in Exhibit A. If no completion date is specified in Exhibit A, then Consultant will furnish the Services in a timely and expeditious manner consistent with the applicable standard of care. By signing below, Contractor represents that Consultant 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 will not enter into any consulting or other arrangements with third parties that will conflict in any manner with the Services. 2. Count Representative. The Public Health and Environment Department's designee shall be Contractor and Consultant's contact with respect to this Agreement and performance of the Services. 3. Term of the Aareement. 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 through the 31st of December, 2019. 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 Contractor or Consultant shall be the basis for additional compensation unless and until County has granted written authorization and acknowledgement 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, Contractor's rights with respect to 2 Eagle County Prof Services Final 5/14 DocuSign Envelope ID: OA1E846C-8360-4305-8DD1-BBBCCA56DB14 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 Contractor 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 $60,000. Contractor 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 Contractor. 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 Contractor or 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 Contractor or Consultant. Contractor 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 Contractor 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, Contractor 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. d. County will not withhold any taxes from monies paid to Contractor hereunder and Contractor agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. 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 Contractor 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. Contractor 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. All services hereunder shall be provided as an independent contractor. Nothing in this Agreement shall be interpreted or construed to create a relationship of employment, partnership, or joint venture between 3 Eagle County Prof Services Final 5/14 DocuSign Envelope ID: OA1E846C-8360-4305-8DD1-BBBCCA56DB14 the County and the Contractor. The Contractor shall be solely responsible for the payment of all payroll and other applicable taxes for its employee and for the payment and provision of any applicable employment benefits for its employee, including workers compensation coverage. County shall have the right in its reasonable discretion to approve all personnel assigned to the subject Project during the performance of this Agreement and no personnel to whom County has an objection, in its reasonable discretion, shall be assigned to the Project. 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 Contractor or Consultant and shall cooperate in such process. Contractor and Consultant shall be responsible for the acts and omissions of their agents, employees and sub -consultants or sub -contractors. 7. Insurance. Consultant will provide and maintain at its sole cost and expense, the following insurance coverage with limits of liability in accordance with the Colorado Governmental Immunity Act: a. Types of Insurance. Workers' Compensation insurance as required by law. ii. Auto coverage, 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. iv. essional liability insurance with prior acts coverage for all Services required hereunder, in a form and_ an insurer or insurers satisfactory to County.. 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. i. If Consultant uses subconsultants, such subconsultants shall be responsible for meeting the County's insurance requirements. ii. 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. iii. All policies must contain an endorsement affording an unqualified thirty (30) days notice of cancellation to County in the event of cancellation of coverage. 4 Eagle County Prof Services Final 5/14 DocuSign Envelope ID: OA1E846C-8360-4305-8DD1-BBBCCA56DB14 iv. 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. V. 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. vi. 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. vii. 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. viii. The insurance provisions of this Agreement shall survive expiration or termination hereof. ix. 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. X. Consultant is not entitled to workers' compensation benefits from the County, 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. Consultant shall have professional liability coverage and such other insurance as shall be necessary to ftiYdre against any medical malpractice claims which may arise out of direct patient care and other professional activities contemplated under this Agreement. The Consultant self -insures for professional liability insurance for itself and for its public employees who provide health care and other professional services pursuant to the Colorado Governmental Immunity Act (Colorado Revised Statutes, §§ 24-10-101 et. seq). The Contractor's self-insurance program provides coverage in accordance with the limits of the Colorado Governmental Immunity Act, which provides that the maximum amount that may be recovered against a public entity or public employee shall be: 5 Eagle County Prof Services Final 5/14 DocuSign Envelope ID: OA1E846C-8360-4305-8DD1-BBBCCA56DB14 (a) For any injury to one person in a single occurrence, the sum of three hundred eighty seven thousand dollars ($387,000.00); and (b) For any injury to two or more persons in any single occurrence, the sum of one million ninety three thousand dollars ($1,093,000.00); except in such instance recovery per person may not exceed three hundred eighty seven thousand dollars ($387,000.00). Pursuant to the Colorado Governmental Immunity Act, the Consultant will be responsible for injuries sustained from an act or omission of a public employee occurring during the performance of the employee's duties and within the scope of his/her employment, unless the act or omission is willful and wanton or where sovereign immunity bars the action against the Consultant. 8. No Indemnification. E a party will be exclusively responsible and liable for the acts and omissions of its own employe the course of this Agreement. 9. Ownership of Documents and Intellectual Property. All documents prepared by Consultant in connection with the Services shall become property of County. Contractor or 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 worksheets 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). Eagle County acknowledges that Consultant is an employee of the University of Colorado Denver and is subject to University policies concerning consulting, conflicts of interest, and intellectual property. The University maintains any and all rights in and to any discoveries in which the University has an interest that are created by its employees, as determined by University policies; including but not limited to: Regents Policy S.J. https://www.cu.edu/regents/policy-5j -intellectual-propeM-policy-discoveries-and-patents-their- protection-and; Administrative Policy Statement 1013: https://www.cu.edu/ope/aps/1013. The County acknowledges that, to the extent that such policies (as in effect on the date hereof) conflict with the terms of this Agreement, Consultant's obligations under University policies take priority over the obligations Consultant has by reason of this Agreement. With regard to any presentation delivered by Consultant at the request of the County pursuant to this Agreement, the Consultant will have exclusive control over the content of any such presentation, including any accompanying presentation materials, handouts, or slides, based on Consultant's expertise and independent, objective professional judgment. The content of such presentations, including any accompanying materials, handouts, or slides, will not be subject to the review or approval of the County, except that the County reserves the right to request limited -scope review for the sole purpose of ensuring compliance with FDA laws and regulations. In addition, any such presentation will be for the purpose of 6 Eagle County Prof Services Final 5/14 DocuSign Envelope ID: OA1E846C-8360-4305-8DD1-BBBCCA56DB14 providing information of general scientific interest and concern, and will not be focused on the marketing and promotion of the County's products. 10. Confidentiality and Access to Records. The Secretary of the Department of Health and Human Services, the Comptroller General of the United States, all appropriate Federal and State departments and agencies related to Medicare and Medicaid and their duly appointed representatives, shall have the right to access all books, documents, and records of the County and/or the Contractor which are pertinent to this contract. Such access shall be in accordance with the definitions, terms and conditions set forth in 42 C.F.R.420, Subpart D. Further, the County and the Contractor agree to make available in a timely manner all books, documents, and records pertinent to this contract for the purpose of billing for services, audit, and compliance with requirements and regulations of federal and state agencies and commercial insurance carriers. The Contractor or Consultant will not disclose any information or material concerning the County and reasonably identified by County as confidential to any other person or entity or used in any manner except in connection with performing the services under this Agreement. The Contractor or Consultant, upon request, will promptly return to the County all materials and documents containing confidential information that have been so furnished by the County. The foregoing shall not apply to information that is otherwise publicly available or is required to be disclosed by law, regulation, or the order of a court or other competent legal authority. 11. 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. The County agrees to pay the Contractor for the services performed pursuant to this Agreement, as set forth below. The parties agree that CU Medicine is authorized to bill for and collect fees for all services performed pursuant to this Agreement. The Contractor will submit invoices to the County which will be due and payable within thirty days. The County agrees that if services are provided prior to the effective date of this Agreement, the County will compensate Contractor in accordance with the above stated payment rates. Invoices should be addressed to: COUNTY: Eagle County, Colorado Attention: Dana Erpelding 500 Broadway Post Office Box 850 Eagle County Prof Services Final 5/14 DocuSign Envelope ID: OA1E846C-8360-4305-8DD1-BBBCCA56DB14 Eagle, CO 81631 Telephone: 970-328-8818 E -Mail: dana.erpelding@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: attX@eaglecounty.us CONTRACTOR: Payments shall be payable to "University of Colorado Medicine" at: University of Colorado Medicine Finance Department P.O. Box 110247 Aurora, CO 80042-0247 contractbilling@cumedicine.us Any notice required to be given pursuant to the terms and provisions hereof shall be in writing and shall be sent by certified mail, return receipt requested; COUNTY: Eagle County, Colorado Attention: Dana Erpelding 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970-328-8818 E -Mail: dana.erpelding@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 CONTRACTOR: 8 Eagle County Prof Services Final 5/14 DocuSign Envelope ID: OA1E846C-8360-4305-8DD1-BBBCCA56DB14 Gail Albertson, Chief Operating Officer University of Colorado Medicine P.O. Box 111719 Aurora, Colorado 80042-1719 - street address - 13199 East Montview Boulevard Aurora, Colorado 80045 12. Coordination. Contractor acknowledges that the development and processing of the Services for the Project 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 Project 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, Contractor shall be subject to any offset for the costs of such extra work. 13. Termination. Either party may terminate this Agreement, in whole or in part, at any time and for any reason, with or without cause, and without penalty by giving not less than 30 days advance 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. Upon early termination of this Agreement, County shall pay Contractor for Services satisfactorily performed to the date of termination. 14. 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. 15. 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. 16. Commercial Reasonableness/Fair Market Value/Non-Inducement. The parties represent and warrant that the fee payable under this Agreement was determined by the parties through good faith and arms' length bargaining, constitutes fair market value for the Services, and has not been determined in a manner that takes into account the volume or value of any business between the parties. Consultant is not required to use or recommend Eagle County products, and the parties represent and warrant that the fee is 9 Eagle County Prof Services Final 5/14 DocuSign Envelope ID: OA1E846C-8360-4305-8DD1-BBBCCA56DB14 not intended to reward Consultant for the use or recommendation of such products or to induce Consultant to use or recommend use of such company products. The parties agree that Consultant is under no obligation to solicit, refer, or solicit referrals of patients for any Eagle County business. Consultant will not receive any benefit of any kind for making any referrals nor suffer any detriment for not making such referrals. The parties further agree that no amount paid hereunder is intended to be, nor shall be construed as, an inducement or payment for referral of or recommending referral of patients for any Eagle County business by Consultant. In addition, the fees charged hereunder do not include any discount, rebate, kickback, or other reduction in charge, and the fees charged hereunder are not intended to be, nor shall they be construed as, an inducement or payment for referral, or recommendation of referral, of business between the parties. The sole purpose of the fee payable to CU Medicine hereunder is to pay fair market value for the Services provided by Consultant to the County. 17. Other Contract Requirements. a. Contractor agrees 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. Contractor agrees that the fact that the County has accepted or approved the Services shall not relieve Consultant of any of its responsibilities. Contractor agrees 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. Contractor represents and warrants that Consultant 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. Contractor agrees Consultant will 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. d. Contractor represents and warrants that at all times in the performance of the Services, it and 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. £ Contractor 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. 10 Eagle County Prof Services Final 5/14 DocuSign Envelope ID: OA1E846C-8360-4305-8DD1-BBBCCA56DB14 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. Contractor shall maintain for a minimum of three years, adequate financial and other records for reporting to County. Contractor shall be subject to financial audit by federal, state or county auditors or their designees. Contractor authorizes such audits and inspections of records during normal business hours, upon 48 hours' notice. Contractor 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. Contractor has no beneficial interest, direct or indirect, that would conflict in any manner or degree with the performance of the Services and Contractor and Consultant shall not employ any person having such known interests. 1. Contractor, 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. M. Applicable Law. This contract is expressly made subject to all laws and regulations of the United States and the State of Colorado. Contractual provisions required by such laws and regulations but not having been set out herein, are hereby incorporated by this reference as though expressly set out in full. n. Non-discrimination. The Contractor will not discriminate on the basis of race, color, national origin, sex, age, disability, creed, religion, sexual orientation or veteran status in admission and access to, and treatment and employment in, its education programs and other activities. o. Force majeure. No liability hereunder shall result to either party by reason of delay in performance caused by force majeure — that is circumstances beyond the reasonable control of the party, including, without limitation, acts of God, fire, flood, war, civil unrest, or shortage of or inability to obtain materials and equipment. P. Severability. In the event that any clause or provision of this Agreement (or the application of such clause or provision to a particular set of circumstances) is declared by a court or other 11 Eagle County Prof Services Final 5/14 DocuSign Envelope ID: OA1E846C-8360-4305-8DD1-BBBCCA56DB14 competent authority to be invalid, illegal, or unenforceable, such holding or declaration shall not in any way effect the validity or enforceability of any other clause or provision of this Agreement. q. Entire Agreement. This Agreement and its exhibits, if any, sets forth the entire understanding and agreement of the parties and supersedes any and all oral or written communications or understandings between the parties as to the subject matter of this Agreement and may not be changed, modified, or discharged, in whole or in part, except by a writing signed by both parties. 18. 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 Contractor and Consultant has any employees or subcontractors, Contractor and Consultant shall comply with C.R.S. 8- 17.5-101, et. seq., and this Agreement. By execution of this Agreement, Contractor certifies that it does not knowingly employ or 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. a. Contractor and Consultant 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 Contractor or Consultant that the subcontractor shall not knowingly employ or contract with an undocumented individual to perform work under the public contract for services. b. Contractor or 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: https://www.uscis.gov/e-verify C. Contractor and 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 Contractor or Consultant obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an undocumented individual, Contractor or 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 12 Eagle County Prof Services Final 5/14 DocuSign Envelope ID: OA1E846C-8360-4305-8DD1-BBBCCA56DB14 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. Contractor and Consultant shall comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that the department is undertaking pursuant to its authority established in C.R.S. 8-17.5-102(5). f. If Contractor or 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 Contractor or Consultant violates this provision of this Agreement and County terminates the Agreement for such breach. [REST OF PAGE INTENTIONALL Y LEFT BLANK] 13 Eagle County Prof Services Final 5/14 DocuSign Envelope ID: OA1E846C-8360-4305-8DD1-BBBCCA56DB14 By signing this Agreement, CU Medicine is acting on behalf of Consultant in CU Medicine's capacity as Consultant's designated business and fiscal agent. CU Medicine represents and warrants that it is authorized to bind Consultant for any obligations of Consultant pursuant to this Contract. All services to be performed pursuant to this Agreement will be carried out by Consultant, who at all times will be subject to and covered by School of Medicine administrative policies and all applicable Colorado state law and regulation governing public employees of the state of Colorado and its component units and departments, including the University of Colorado and the University of Colorado School of Medicine. 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 DocuSigned by: By: (t,V a fShB®41114328424... County Manager CONTRACTOR: L11qcft%UfflA*er ocuSigned by: By: .1n.t, Sakur 3/28/2019 Date 3/28/2019 Date Executive Director Senior Associate Dean for Finance and Administration University of Colorado Medicine 14 Eagle County Prof Services Final 5/14 DocuSign Envelope ID: OA1E846C-8360-4305-8DD1-BBBCCA56DB14 EXHIBIT A SCOPE OF SERVICES, SCHEDULE, FEES Goal: Increase access to high quality psychiatry services for patients and healthcare providers in the Eagle River Valley through the use of telepsychiatry services provided by the Helen and Arthur E. Johnson Depression Center. Objective: In accordance with the terms, deliverables and deadlines set forth in this Agreement, the Arthur E. Johnson Depression Center (JDC), housed at the University of Colorado Anschutz Medical Campus, will contract with the Eagle County Department of Public Health and Environment (ECPHE) to provide high-quality telepsychiatry services and mental health support for patients and healthcare providers in the Eagle River Valley through the placement and use of technology housed at the Aspen Hope Center's office located in Eagle, Colorado. Deliverables Deadlines 1. The JDC will provide 0.25 FTE (10 hours a week) of The JDC will onboard licensed a psychiatric provider(s) through video conferencing telepsychiatry provider(s) and being to to support the mental health providers in the Eagle provide services to Eagle County no River Valley through a virtual team approach. The later than sixty (60) days after the JDC will coordinate with the Aspen Hope Center's execution of this contract. Eagle office to provide the technology and time required to support patients and healthcare providers in need of telepsychiatry support. 2. JDC will ensure that their assigned telepsychiatry staff The JDC will ensure that all tele provide the following services: psychiatry and mental health services a. Work as a virtual member of the onsite provided meet standard best practices intervention team to support the evaluation and are compliant with the and treatment of patients. requirements and responsibilities b. Psychiatric evaluation, diagnosis and outlined in this scope of work assessment, case consultation and staff throughout the duration of this support. contract period. c. Psychiatric treatment to include brief intervention and therapies and pharmacological management. d. Support of linkage of patients with ongoing psychiatric treatment (including integrated care). e. Appropriate clinical and administrative support as well as proactive supervision of administrative and clinical staff as warranted. 3. JDC will provide ECPHE with quarterly reports using The JDC will submit an electronic an electronic data collection tool provided by ECPHE date report to ECPHE no later than or the Aspen Hope Center to include the following: April 15, 2019, July 15, 2019, a. The number of patients referred for October 15, 2019 and December 15, telepsychiatry and the source of the referral 2019. 15 Eagle County Prof Services Final 5/14 DocuSign Envelope ID: OA1E846C-8360-4305-8DD1-BBBCCA56DB14 (paramedics, mental health provider, hospital, etc.) b. Number of patients evaluated c. Length of time from referral to telepsychiatry evaluation d. Number of outpatient treatment plans developed e. Number of co -consultations f. Local provider satisfaction based on survey results g. Patient satisfaction based on survey results h. Number of patients who stay engaged in telepsychiatry services i. Number of patients linked to referral agencies for those patients who leave services j. Estimated miles and cost saved per patient if telepsychiatry services were not available (miles for patient to travel to emergency department in Denver/Grand Junction as well as cost of emergency department and/or hospital inpatient admission). Telepsychiatry Services with the Helen and Arthur E. Johnson Depression Center Annual Operating Budget Budget Items Annual Cost 0.25 FTE (10 hours/week) psychiatric provider salary, benefits, and administrative taxes/fees $55,000 Travel for site visits and training $5,000 Total $60,000 16 Eagle County Prof Services Final 5/14 DocuSign Envelope ID: OA1E846C-8360-4305-8DD1-BBBCCA56DB14 EXHIBIT B Insurance Certificate 17 Eagle County Prof Services Final 5/14 DocuSign Envelope ID: OA1E846C-8360-4305-8DD1-BBBCCA56DB14 / A� " CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DDIYYYY) CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, 9/26/2018 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 have ADDITIONAL INSURED provisions or 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 CONTACT NAME: Nathan Kath01 Arthur J. Gallagher Risk Management Services, Inc. COMMERCIAL GENERAL LIABILITY 6399 S. Fiddlers Green Cir A/c°NN Ext):303-889-2548 A/C No :720-200-5127 E-MAIL ADDRESS: nathan_kathol@ajg.com Suite 200 INSURER(S) AFFORDING COVERAGE NAIC # Greenwood Village CO 80111 INSURERA: Princeton Excess & Surplus Lines Ins Co 10786 INSURED INSURER B : Arch Insurance Company 11150 Board of Regents of University of Colorado DAMAGE TO RENTED University of Colorado Denver, University Risk Mngt INSURERC: INSURER D: 1945 N Wheeling St, Campus Mail Stop F-418 INSURER E: Aurora CO 80045 INSURER F: $ Excluded X COVERAGES CERTIFICATE NUMBER: 346445912 REVISION NUMBER: 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 ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF MM/DDIYYYY POLICY EXP MM/DDIYYYY LIMITS A X COMMERCIAL GENERAL LIABILITY N3A3RL000001012 10/1/2018 10/1/2019 EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED CLAIMS -MADE OCCUR PREMISES Ea occurrence $ Excluded X MED EXP (Any one person) $ Excluded Educ Legal Liab. SIR - $1,250,000 PERSONAL & ADV INJURY $ Included X AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $None GEN'L X POLICY ❑ PRO- ❑ LOC JECT PRODUCTS - COMP/OP AGG $ Included $ OTHER: A AUTOMOBILE LIABILITY N3A3RL000001012 10/1/2018 10/1/2019 COMBINED SINGLE LIMIT Ea accident $ Included BODILY INJURY (Per person) $ InAbove X ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY LX $ X SIR Limit $1,250,000 UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED RETENTION $ $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N WCX002954810 10/1/2018 10/1/2019 X PER OTH- STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ 2,000,000 OFFICER/MEMBER EXCLUDED? ❑ N/A (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ 2,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) For WC Coverage - SIR - $1,500,000. CERTIFICATE HOLDER CANCELLATION ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) 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 ACCORDANCE WITH THE POLICY PROVISIONS. Evidence of Insurance AUTHORIZED REPRESENTATIVE Z,-.— X�L' ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: OA1E846C-8360-4305-8DD1-BBBCCA56DB14 AC� "® CERTIFICATE OF LIABILITY INSURANCE FDATE 'MM 12/6/2018 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 have ADDITIONAL INSURED provisions or 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 Beecher Carlson Insurance Services, LLC 321 North Clark Street, 5th Floor Chicago, IL 60654 CONTACT NAME: Shelby Douglass PHONE FAX Ext): AIC No E MA Lo ADDRESS: sdouglass@beechercarlson.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : INSURED The Board of Regents on behalf of the University of Colorado 13001 East 17th Place, Fitzsimmons Building INSURER B : Steadfast Insurance Company 26387 INSURERC: CLAIMS -MADE 1:1 OCCUR INSURERD: Self Insured Retention N4216, Mail Stop F-407 Aurora CO 80045 INSURER E: DAMAGE TO PREMISESa oNcur ence $ INSURER F: MED EXP (Any one person) COVERAGES CERTIFICATE NUMBER: 45755107 REVISION NUMBER: 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 ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF MM/DDIYYYY POLICY EXP MM/DDIYYYY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS -MADE 1:1 OCCUR DAMAGE TO PREMISESa oNcur ence $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ GEN'L POLICY ❑ PRO - POLICY [:]LOC PRODUCTS - COMP/OP AGG $ $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY L $ B ✓ UMBRELLA LIAB OCCUR HPC 9327138 - 05 10/1/2018 10/1/2019 EACH OCCURRENCE $8,000,000 EXCESS LIAB ✓ CLAIMS -MADE Retro date: 12/1/1994 AGGREGATE $8,000,000 DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N PER OTH- STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? ❑ N/A (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ D Professional Liability 10/1/2018 10/1/2019 Claims Subject to COGIA Self Insured Retention $387,000 injury to one person and $1,093,000 all persons in any single occ. Claims Not Sub'ect to COGIA Self Insured Retention $500,000 each claim/$1,500,000 aggregate DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The Colorado Governmental Immunity Act (COGIA) limits the liability of governmental entities per statute. CERTIFICATE HOLDER CANCELLATION The Board of Regents on behalf of the g SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE University of Colorado THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 13001 East 17th Place, Fitzsimmons Building N4216, Mail Stop F-407 Aurora CO 80045 AUTHORIZED REPRESENTATIVE (PROV) Jerilynn Leahy ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 45755107 1 18-19 GL MP UMB (UCHA) I Shelby Douglass 1 12/6/2018 2:39:07 PM (EST) I Pago I of I