HomeMy WebLinkAboutC21-005 Eagle Valley Mental Health dba Eagle Valley Behavioral HealthAGREEMENT FOR SERVICES BETWEEN EAGLE COUNTY, COLORADO AND EAGLE VALLEY MENTAL HEALTH THIS AGREEMENT (“Agreement”) is effective as of January 1, 2021 by and between Eagle Valley Mental Health d/b/a Eagle Valley Behavioral Health, a Colorado non-profit corporation (hereinafter “Consultant” or “Contractor”) and Eagle County, Colorado, a body corporate and politic (hereinafter “County”). RECITALS WHEREAS, County wishes to establish a behavioral health employee assistance program for the benefit of its employees and their dependents and household members (the “Project”); and WHEREAS, Consultant is not a provider of healthcare services, but Consultant has established a network of professional behavioral health providers to render required behavioral health employee assistance program services; and WHEREAS, County wishes to engage Consultant to manage the provision of such services on behalf of County’s behavioral health employee assistance program, and Consultant wishes to provide the same on the terms and conditions set forth herein; 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 Contractor and County agree as follows: 1.Services or Work. Contractor agrees to diligently provide all services, labor, personnel and materials necessary to perform and complete the services or work described in Exhibit A (“Services” or “Work”) 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. Contractor agrees to initiate furnishing the Services no later than January 1, 2021 and in accordance with the schedule established in Exhibit A. If no completion date is specified in Exhibit A, then Contractor agrees to furnish the Services in a timely and expeditious manner consistent with the applicable standard of care. By signing below Contractor represents that it has the expertise and personnel necessary to properly and timely perform the Services. DocuSign Envelope ID: A9C90272-0C0A-498A-A497-371B1BC92435 C21-005 2 Eagle County General Services Final 5/14 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. 2. County’s Representative. The Human Resources Department’s designee shall be Contractor’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 11 hereof, shall continue in full force and effect through the December 31, 2021 (“Initial Term”). 4. Extension or Modification. This Agreement shall be automatically renewed for successive periods of 12-month (each a “Renewal Term”), unless either party notifies the other party that it does not desire to renew this Agreement in writing, at least sixty (60) date before the end of the Initial Term or any Renewal Term. This contract allows for 3 Renewal Terms if not otherwise terminated by the parties. Any amendments or modifications shall be in writing signed by both parties. No additional services or work performed by Contractor shall be the basis for additional compensation unless and until Contractor 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, Contractor’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 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 $100,000. 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. 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. DocuSign Envelope ID: A9C90272-0C0A-498A-A497-371B1BC92435 3 Eagle County General Services Final 5/14 c. County will not withhold any taxes from monies paid to the Contractor hereunder and Contractor agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. d. 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. Subcontractors. Contractor acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Contractor. Contractor shall not enter into any subcontractor 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 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. Contractor shall require each subcontractor, as approved by County and to the extent of the Services to be performed by the subcontractor, to be bound to Contractor by the terms of this Agreement, and to assume toward Contractor all the obligations and responsibilities which Contractor, by this Agreement, assumes toward County. County shall have the right (but not the obligation) to enforce the provisions of this Agreement against any subcontractor hired by Contractor and Contractor shall cooperate in such process. The Contractor shall be responsible for the acts and omissions of its agents, employees and subcontractors. 7. Insurance. Contractor agrees to provide and maintain at Contractor’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 $1,000,000 aggregate limits. 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, DocuSign Envelope ID: A9C90272-0C0A-498A-A497-371B1BC92435 4 Eagle County General Services Final 5/14 employees, agents and volunteers as additional insureds. A certificate of insurance consistent with the foregoing requirements is attached hereto as Exhibit B. ii. Contractor’s certificates of insurance shall include subcontractors, if any as additional insureds under its policies or Contractor shall furnish to County separate certificates and endorsements for each subcontractor. iii. The insurance provisions of this Agreement shall survive expiration or termination hereof. iv. The parties hereto understand and agree that the County is relying on, and does not waive or intend to waive by any provision of this Agreement, the monetary limitations or rights, immunities and protections provided by the Colorado Governmental Immunity Act, as from time to time amended, or otherwise available to County, its affiliated entities, successors or assigns, its elected officials, employees, agents and volunteers. v. Contractor is not entitled to workers’ compensation benefits except as provided by the Contractor, nor to unemployment insurance benefits unless unemployment compensation coverage is provided by Contractor or some other entity. The Contractor is obligated to pay all federal and state income tax on any moneys paid pursuant to this Agreement. 8. Indemnification. The Contractor 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 Contractor or any of its subcontractors hereunder; and Contractor 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 Contractor. This paragraph shall survive expiration or termination hereof. 9. Confidentiality of Patient Information. Each party shall maintain the confidentiality of information in its possession contained in the records of Covered Persons in accordance with applicable state and federal laws and regulations or other applicable law, and shall not release such information, either to each other or to any other person or entity, except as permitted by law or in accordance with a validly executed release. All files, data, and information relating to the business of either party in possession of the other party will be deemed confidential and will not be disclosed except upon lawful order of a court or public authority which order compels obedience under penalty of contempt, fine, or impairment or loss of the right to do business. In the event of any such disclosure, the disclosing party shall immediately notify the other party in writing detailing the circumstances and extent of such disclosure. In addition, County shall not request the identifying information of any Covered Person seeking EAP services under this Agreement from a Participating Provider or Consultant. DocuSign Envelope ID: A9C90272-0C0A-498A-A497-371B1BC92435 5 Eagle County General Services Final 5/14 10. Ownership of Documents. All documents (including electronic files) and materials obtained during, purchased or prepared in the performance of the Services shall remain the property of the County and are to be delivered to County before final payment is made to Contractor or upon earlier termination of this Agreement. 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. COUNTY: Eagle County, Colorado Attention: Hollis Dempsey 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970-328-8793 Facsimile: 970-328-8799 E-Mail: hollis.dempsey@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: Chris Lindley Executive Director, Eagle Valley Behavioral Health PO Box 1529 Vail, CO 81658 Telephone: 303-435-5120 E-Mail: chris.lindley@vailhealth.org 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 DocuSign Envelope ID: A9C90272-0C0A-498A-A497-371B1BC92435 6 Eagle County General Services Final 5/14 notice to the Contractor. Upon termination of this Agreement, Contractor 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 Contractor 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 and Contractor Representations. a. Contractor has familiarized itself with the nature and extent of the Services to be provided hereunder and the Property, and with all local conditions, federal, state and local laws, ordinances, rules and regulations that in any manner affect cost, progress, or performance of the Services. b. Contractor will make, or cause to be made, examinations, investigations, and tests as he deems necessary for the performance of the Services. c. To the extent possible, Contractor has correlated the results of such observations, examinations, investigations, tests, reports, and data with the terms and conditions of this Agreement. d. To the extent possible, Contractor has given County written notice of all conflicts, errors, or discrepancies. e. Contractor shall be responsible for the completeness and accuracy of the Services and shall correct, at its sole expense, all significant errors and omissions in performance of the Services. The fact that the County has accepted or approved the Services shall not relieve Contractor of any of its responsibilities. Contractor shall perform the Services in a skillful, professional and competent manner and in accordance with the standard of care, skill and diligence applicable to contractors performing similar services. Contractor represents and warrants that it has the expertise and personnel necessary to properly perform the Services and shall comply with the highest standards of customer service to the public. Contractor shall provide appropriate supervision to its employees to ensure the Services are performed in accordance with this Agreement. This paragraph shall survive termination of this Agreement. DocuSign Envelope ID: A9C90272-0C0A-498A-A497-371B1BC92435 7 Eagle County General Services Final 5/14 f. Contractor 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. g. This Agreement constitutes an agreement for performance of the Services by Contractor 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 Contractor except that of independent contractor. Contractor shall have no authority to bind County. h. Contractor represents and warrants that at all times in the performance of the Services, Contractor shall comply with any and all applicable laws, codes, rules and regulations. i. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all other agreements or understanding between the parties with respect thereto. j. 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. k. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted assigns and successors in interest. Enforcement of this Agreement and all rights and obligations hereunder are reserved solely for the parties, and not to any third party. l. No failure or delay by either party in the exercise of any right hereunder shall constitute a waiver thereof. No waiver of any breach shall be deemed a waiver of any preceding or succeeding breach. m. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. n. The signatories to this Agreement aver to their knowledge no employee of the County has any personal or beneficial interest whatsoever in the Services or Property described in this Agreement. The Contractor has no beneficial interest, direct or indirect, that would conflict in any manner or degree with the performance of the Services and Contractor shall not employ any person having such known interests. o. The 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. 16. Prohibitions on Government Contracts. DocuSign Envelope ID: A9C90272-0C0A-498A-A497-371B1BC92435 8 Eagle County General Services Final 5/14 As used in this Section 15, the term undocumented individual will refer to those individuals from foreign countries not legally within the United States as set forth in C.R.S. 8-17.5-101, et. seq. If Contractor has any employees or subcontractors, Contractor 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 Contractor will participate in the E-verify Program or other Department of Labor and Employment program (“Department Program”) in order to confirm the eligibility of all employees who are newly hired for employment to perform Services under this Agreement. a. Contractor 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 Contractor that the subcontractor shall not knowingly employ or contract with an undocumented individual to perform work under the public contract for services. b. Contractor has confirmed the employment eligibility of all employees who are newly hired for employment to perform 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 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 obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an undocumented individual, Contractor shall be required to: i. Notify the subcontractor and County within three (3) days that Contractor 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 Contractor 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 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). DocuSign Envelope ID: A9C90272-0C0A-498A-A497-371B1BC92435 9 Eagle County General Services Final 5/14 f. If Contractor 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, Contractor 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 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: _____________________ Jeff Shroll, County Manager CONTRACTOR: By:________________________________ Print Name: _________________________ Title: ______________________________ DocuSign Envelope ID: A9C90272-0C0A-498A-A497-371B1BC92435 Chief Population Health Officer Chris Lindley 10 Eagle County General Services Final 5/14 EXHIBIT A SCOPE OF SERVICES, SCHEDULE, FEES DocuSign Envelope ID: A9C90272-0C0A-498A-A497-371B1BC92435 1 I. DEFINITIONS 1. "Covered Person" - any individual who, pursuant to this Agreement, is eligible for EAP benefits as a Subscriber or Dependent. 2. "Dependent" - any person who is qualified as a Subscriber’s dependent for federal income tax purposes. 3. "Behavioral Health Employee Assistance Program" or "EAP" - the program offered by County to Covered Persons, and administratively managed by Consultant, for the assessment and referral of Covered Persons, including short-term telephonic counseling. 4. "Intake System" – an online database used by Covered Persons to access EAP services pursuant to this Agreement. 5. "Usage Fee" - the amount to be paid to Consultant by County as set forth in the Agreement. 6. "Participating Provider" - a professional behavioral health provider contracting with Consultant or its affiliates who furnishes EAP services to Covered Persons. 7. "Plan" - the County's general health benefits plan established for its employees. 8. "Session" - any (a) in-person or telephonic consultation with a Covered Person in connection with the Covered Person's, mental health, alcohol or substance abuse problems, or (b) in-person consultation with a Covered Person after referral. 9. "Subscriber" - an individual who is an active employee of County and for whom a fee is paid by County to Consultant. II. DUTIES OF CONSULTANT 1. Intake System. An online database will be available to Covered Persons, and maintained by Consultant, to obtain information regarding the scope of and the procedures for obtaining access to services and programs provided pursuant to this Agreement. 2. Participating Provider Network. Consultant shall maintain access to a network of Participating Providers, to provide counseling services to Covered Persons pursuant to this Agreement. Consultant will require that all Participating Providers are appropriately licensed, registered, and insured prior to entering into a contract with the Participating Provider. 3. Employee Assistance Program. Consultant shall arrange for and administratively manage the following services on behalf of County’s EAP: a. Conduct orientation and training seminars for County's managers, supervisors, and Covered Persons relating to the scope and nature of the EAP services as set forth below. b. Consultant will provide navigation services to connect Covered Persons to a Participating Provider in the community. This service is voluntary, and Covered DocuSign Envelope ID: A9C90272-0C0A-498A-A497-371B1BC92435 2 Persons will be provided with information to give them a choice on how to either self- select from a list of Participating Providers based on credentials and specialty, or to contact a Consultant navigator to receive navigation services in person or over the phone. a. Participating Providers may provide a maximum of six (6) counseling sessions per incident per Covered Person per benefit period. In providing such services, Consultant shall assist and refer Covered Persons to obtain the appropriate care aimed at restoring their ability to perform their job duties at an acceptable level and to provide general assistance in connection with substance abuse or behavioral health problems. However, in no way shall Consultant provide healthcare services, as that professional skill is delivered through appropriately licensed Participating Providers. b. Consultant shall design, recommend, produce, and provide materials and/or other information to County to publicize the EAP program to the County's Covered Persons. c. At the conclusion of EAP services, the Covered Person will be requested to complete a “County Satisfaction Questionnaire." 4. Reports to County. Consultant shall provide the County with monthly reports with the total number of Covered Persons who received services in the prior month for the purpose of payment to Participating Providers. No personally identifiable or clinical information will be shared in these reports. Consultant shall provide utilization reporting on a quarterly basis with overall annual report following the end of each plan year. However, if County is a Covered Entity, as defined under Health Insurance Portability and Accountability Act of 1996 (aka “HIPAA”), in performing services for EAP, CONSULTANT will use, maintain, create, transmit or disclose protected health information, as defined under the and as such, CONSULTANT and County will enter into a Business Associate Agreement, as provided in Exhibit B to this Agreement. III. DUTIES OF COUNTY 1. Dissemination of Information. County shall inform all its employees who are Covered Persons of the services provided pursuant to this Agreement. County, as plan fiduciary, understands and agrees that it shall be fully responsible for Plan compliance with all relevant provisions including, but not limited to, any disclosures required to be given to Covered Persons under applicable Department of Labor regulations and/or other legal and regulatory requirements. The County acknowledges that any designated Plan Administrator shall be responsible for Plan compliance. 1. Costs of Ongoing Treatment. County shall inform all its employees, who are Covered Persons, that the cost of any treatment not specifically provided pursuant to this Agreement, shall be the sole responsibility of the Covered Person. 2. County shall inform all Covered Persons of any termination of this Agreement. Consultant shall not have any obligation for claims submitted for dates of service following termination of this Agreement. Any services authorized by Consultant but incurred after termination of this Agreement are the responsibility of the Covered Person. DocuSign Envelope ID: A9C90272-0C0A-498A-A497-371B1BC92435 3 Mountain Strong Employee Assistance Program SERVICES AND FEE SCHEDULE The following figures represent allowable reimbursement for services rendered by a Participating Provider. These amounts are to be accepted as payment in full for covered services. The fee schedule is based on the licensure of provider. SERVICES MASTER’S LEVEL PSYCHOLOGISTS PSYCHIATRISTS 45-50 min session $100 $130 $160 Services Mountain Strong provides recommendations to therapy options within the Behavioral Health Employee Assistance Program (“EAP”) network. All Participating Providers are required to provide individual sessions at a minimum of 45 minutes in length to be held face-to-face in the Participating Provider’s professional office or via approved teletherapy modalities/platforms, and conducted in accordance with the professional and ethical standards of their respective profession. It is the Participating Provider’s responsibility to explain its role as a Participating Provider to the Covered Person as well as the expected outcome. The Covered Person should be informed that its conversations with the Participating Provider are confidential and no identifying information regarding its treatment will be released to County. Eagle County and Consultant will execute a Business Associate Agreement in substantially similar form to Appendix A. DocuSign Envelope ID: A9C90272-0C0A-498A-A497-371B1BC92435 11 Eagle County General Services Final 5/14 EXHIBIT B INSURANCE CERTIFICATE DocuSign Envelope ID: A9C90272-0C0A-498A-A497-371B1BC92435 ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD DATE (MM/DD/YYYY) PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTED CLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGG $JECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $$ PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. 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). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE Lockton Companies 8110 E Union Avenue Suite 700 Denver CO 80237 (303) 414-6000 Vail Clinic, Inc dba Vail Health 181 Meadow Drive Vail, CO 81658 Zurich American Insurance Company 16535 Endurance American Specialty Insurance Co.41718 X X X Professional Liab X Claims Made 1,000,000 50,000 5,000 1,000,000 3,000,000 1,000,000 X X $2,000 Ded 1,000,000 XXXXXXX XXXXXXX XXXXXXX XXXXXXX XXXXXXX XXXXXXX XXXXXXX XXXXXXX XXXXXXX XXXXXXX B BAP 0413904-00 6/1/2020 12/1/2021 A HCP10010459204 1/1/2021 1/1/2022 A Retro Date 11/15/1976 NOT APPLICABLE NOT APPLICABLE 12/1/2021 1486933 Y N Y N 12/28/2020 17253538 17253538 XXXXXXX Eagle County 500 Broadway, PO BOX 850 Eagle, CO 81631 Certificate Holder is Additional Insured on General Liability and Automobile Coverage, as required by written contract and subject to the Terms and Conditions of the Policy. X DocuSign Envelope ID: A9C90272-0C0A-498A-A497-371B1BC92435 U-GU-614-B CW (10/16) Policy Number Endorsement No. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMON POLICY CHANGE ENDORSEMENT Named Insured Effective Date of change: 12:01 A.M., Standard Time Agent Name Agent No. This endorsement will not be used to decrease coverages, increase rates or deductibles or alter any terms or conditions of coverage unless at the sole request of the insured. X COVERAGE PART INFORMATION --- Coverage parts affected by this change as indicated by below. Commercial Property Commercial General Liability Commercial Crime Commercial Inland Marine The following item(s): Insured’s Name Insured’s Mailing Address Effective/Expiration Date Insured’s Legal Status/Business of Insured Payment Plan Coverage Forms and Endorsements Add/Delete Vehicle Deductibles Additional Interest Classification/Class Codes Limits/Exposures Underlying Exposure/Insurance Covered Property/Location Description is (are) changed to read [See Additional Page(s)] The above amendments result in a change in the premiums as follows: This premium does not include taxes and surcharges. No changes To be Adjusted at Audit Additional Return Tax and Surcharge Changes Additional Return BAP 0413904-00 12-28-20 005 ZURICH AMERICAN INSURANCE COMPANY 09079-000LOCKTON COMPANIES LLC VAIL HEALTH SERVICES X BUSINESS AUTOMOBILE NO CHARGE X NO CHARGE NO CHARGE X X SEE NEXT PAGE DocuSign Envelope ID: A9C90272-0C0A-498A-A497-371B1BC92435 U-GU-614-B CW (10/16) Policy Number Endorsement No. Named Insured Effective Date of Change: 12:01 A.M., Standard Time Agent Name Agent No. POLICY CHANGES ENDORSEMENT DESCRIPTION (CONT’D) REMOVAL PERMIT If this policy includes the Commercial Property Coverage Part, the following applies with respect to the Cover- age Part: If Covered Property is removed to a new location that is described on this Policy Change, you may extend this insurance to include that Covered Property at each location during the removal. Coverage at each location will apply in the proportion that the value at each location bears to the value of all Covered Property being removed. This permit applies up to 10 days after the effective date of this Policy Change; after that, this insurance does not apply at the previous location. BAP 0413904-00 12-28-20 005 ZURICH AMERICAN INSURANCE COMPANY 09079-000LOCKTON COMPANIES LLC VAIL HEALTH SERVICES THE FOLLOWING ADDITIONAL INTEREST (ADDL INSURED LESSOR) HAS BEEN ADDED TO THE POLICY: EAGLE COUNTY, COLORADO ATTN: HOLLIS DEMPSEY 500 BROADWAY, PO BOX 850 EAGLE, CO 81631 THE FOLLOWING FORM(S) HAS BEEN ADDED: CA 20 01 10-13 ADDL INSD-LESSOR ALL OTHER TERMS AND CONDITIONS REMAIN THE SAME DocuSign Envelope ID: A9C90272-0C0A-498A-A497-371B1BC92435 POLICY NUMBER: COMMERCIAL AUTO CA 20 01 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CA 20 01 10 13 Insurance Services Office, Inc., 2011 Page 1 of 2 LESSOR --- ADDITIONAL INSURED AND LOSS PAYEE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: Endorsement Effective Date: SCHEDULE Insurance Company: Policy Number: Effective Date: Expiration Date: Named Insured: Address: Additional Insured (Lessor): Address: Designation Or Description Of ‘‘Leased Autos’’: BAP 0413904-00 06-01-2020 12-01-2021 ZURICH AMERICAN INSURANCE COMPANY PO BOX 40,000 VAIL CO 81658- VAIL HEALTH SERVICES 12/28/2020 BAP 0413904-00 VAIL HEALTH SERVICES EAGLE COUNTY, COLORADO 500 BROADWAY, PO BOX 850 ATTN: HOLLIS DEMPSEY EAGLE, CO USA 81631 DocuSign Envelope ID: A9C90272-0C0A-498A-A497-371B1BC92435 Page 2 of 2 Insurance Services Office, Inc., 2011 CA 20 01 10 13 Coverages Limit Of Insurance Covered Autos Liability Each ‘‘Accident’’ Actual Cash Value Or Cost Of Repair Whichever Is Less, Minus Deductible For Each Covered ‘‘Leased Auto’’ Comprehensive Actual Cash Value Or Cost Of Repair Whichever Is Less, Minus Deductible For Each Covered ‘‘Leased Auto’’ Collision Actual Cash Value Or Cost Of Repair Whichever Is Less, Minus Deductible For Each Covered ‘‘Leased Auto’’ Specified Causes Of Loss Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Coverage 1. Any ‘‘leased auto’’ designated or described in the Schedule will be considered a covered ‘‘auto’’ you own and not a covered ‘‘auto’’ you hire or borrow. 2. For a ‘‘leased auto’’ designated or described in the Schedule, the Who Is An Insured provision under Covered Autos Liability Coverage is changed to include as an ‘‘insured’’ the lessor named in the Schedule. However, the lessor is an ‘‘insured’’ only for ‘‘bodily injury’’ or ‘‘property damage’’ resulting from the acts or omissions by: a. You; b. Any of your ‘‘employees’’ or agents; or c. Any person, except the lessor or any ‘‘employee’’ or agent of the lessor, operating a ‘‘leased auto’’ with the permission of any of the above. 3. The coverages provided under this endorsement apply to any ‘‘leased auto’’ described in the Schedule until the expiration date shown in the Schedule, or when the lessor or his or her agent takes possession of the ‘‘leased auto’’, whichever occurs first. B. Loss Payable Clause 1. We will pay, as interest may appear, you and the lessor named in this endorsement for ‘‘loss’’ to a ‘‘leased auto’’. 2. The insurance covers the interest of the lessor unless the ‘‘loss’’ results from fraudulent acts or omissions on your part. 3. If we make any payment to the lessor, we will obtain his or her rights against any other party. C. Cancellation 1. If we cancel the policy, we will mail notice to the lessor in accordance with the Cancellation Common Policy Condition. 2. If you cancel the policy, we will mail notice to the lessor. 3. Cancellation ends this agreement. D. The lessor is not liable for payment of your premiums. E. Additional Definition As used in this endorsement: ‘‘Leased auto’’ means an ‘‘auto’’ leased or rented to you, including any substitute, replacement or extra ‘‘auto’’ needed to meet seasonal or other needs, under a leasing or rental agreement that requires you to provide direct primary insurance for the lessor. DocuSign Envelope ID: A9C90272-0C0A-498A-A497-371B1BC92435