HomeMy WebLinkAboutC24-042 Colorado Mountain MedicalAGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN EAGLE COUNTY, COLORADO
AND
COLORADO MOUNTAIN MEDICAL
FOR MEDICAL DIRECTOR SERVICES
THIS AGREEMENT (“Agreement”) is effective as of January 1, 2024 by and between Colorado
Mountain Medical, a Colorado corporation (hereinafter “Contractor”) and Eagle County, Colorado, a
body corporate and politic (hereinafter “County”).
RECITALS
WHEREAS, the County, through its Department of Public Health and Environment (“PHE”) 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, Contractor employs a team of primary care physicians, specialists and other practitioners
with offices in Eagle County; and
WHEREAS, Contractor employs Diane Voytko, M.D. who is licensed to practice medicine 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, County desires to appoint Dr. Diane Voytko as Eagle County Public Health and
Environment’s Medical Director to perform the Services defined in Exhibit A; and
WHEREAS, this Agreement shall govern the relationship between Contractor 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. Appointment. Until further order of the Board, County hereby appoints Diane Voytke as Eagle
County Public Health & Environment Medical Director to provide the services required of Contractor
hereunder. In the event that Dr. Voytko is unavailable to provide Medical Director Services as requested
by County, County may either (a) approve of another Physician employed or retained by Contractor to
render such services; or (b) elect to contract for the services of a Physician not employed or retained by
Contractor. In the former event, such Physician must be specifically approved in writing by County prior
to the rendering of such services. The County may revoke its approval of a Physician at any time by
written notice of such revocation to Contractor.
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The term "Physician" as used herein shall mean any physician employed or otherwise retained by
Contractor and approved by County to furnish services pursuant to this Agreement. County may revoke
its approval of a Physician at any time by written notice of such revocation to Contractor. The services of
a Physician hereunder may be requested and activated by the Board of County Commissioners, County
Manager, Public Health & Environment Director or designee.
2. Licensure and Staff Membership. Contractor warrants that any Physician performing services for
County under this Agreement shall (a) at all times hold a currently valid and unlimited license to practice
medicine in the State of Colorado; and (b) apply for, be awarded and maintain in good standing
membership on the medical staff of Contractor with appropriate and unrestricted privileges, or receive
and maintain temporary privileges, all in accordance with Contractor’s policies.
Per Colorado State Board of Nursing requirements, collaborative agreements will be put into place to
designate prescriptive authority relationships between all of County’s Advance Practice Nurses and Dr.
Voytko.
3. Services. Contractor agrees to diligently provide all services, labor, personnel and materials
necessary to perform and complete the services described in Exhibit A (“Services”) which is attached
hereto and incorporated herein by reference. The Services shall be performed in accordance with the
provisions and conditions of this Agreement.
a. Contractor agrees to furnish the Services no later than December 31, 2023 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.
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. Contractor agrees that it will not enter into any consulting or other arrangements with
third parties that will conflict in any manner with the Services.
4. County’s Representative. The Public Health & Environment Department’s designee shall be
contractor’s contact with respect to this Agreement and performance of the Services.
5. Term of the Agreement. This Agreement shall commence upon the date first written above, and
subject to the provisions of paragraph 12 hereof, shall continue in full force and effect through the 31st
day of December, 2023.
6. 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
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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.
7. Compensation. County shall compensate contractor for the performance of the in the amount of
$1,000.00 per month ($12,000.00 per year) plus $2,000 per year to cover expenses associated with the
provision of professional liability (malpractice) insurance. The performance of the Services under this
Agreement shall not exceed $14,000. 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 a description of
services performed and such other details as County may request.
b. Any out-of-pocket expenses to be incurred by contractor 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.
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 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.
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
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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).
8. Sub-contractors. 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
sub-contractor 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 sub-contractor, as approved by
County and to the extent of the Services to be performed by the sub-contractor, 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 sub-contractor 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 sub-contractors or sub-contractors.
9. 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 $2,000,000 aggregate limits.
iv. Professional liability insurance with prior acts coverage for all Services required
hereunder, in a form and with an insurer or insurers satisfactory to County, with limits of liability of not
less than $1,000,000 per claim and $2,000,000 in the aggregate. In the event the professional liability
insurance is on a claims-made basis, contractor 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. The automobile and commercial general liability coverage shall be endorsed to
include Eagle County, its associated or affiliated entities, its successors and assigns, elected officials,
employees, agents and volunteers as additional insureds.
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ii. Contractor’s certificates of insurance shall include sub-contractors as additional
insureds under its policies or contractor shall furnish to County separate certificates and endorsements for
each sub-contractor. All coverage(s) for sub-contractors shall be subject to the same minimum
requirements identified above. contractor and sub-contractors, if any, shall maintain the foregoing
coverage in effect until the Services are completed. In addition, all such policies shall be kept in force by
contractor and its sub-contractors until the applicable statute of limitations for the Services has expired.
iii. Insurance shall be placed with insurers duly licensed or authorized to do business
in the State of Colorado and with an “A.M. Best” rating of not less than A-VII.
iv. Contractor’s insurance coverage shall be primary and non-contributory with
respect to all other available sources. contractor’s policy shall contain a waiver of subrogation against
Eagle County.
v. All policies must contain an endorsement affording an unqualified thirty (30)
days notice of cancellation to County in the event of cancellation of coverage.
vi. All insurers must be licensed or approved to do business within the State of
Colorado and all policies must be written on a per occurrence basis unless otherwise provided herein.
vii. Contractor’s certificate of insurance evidencing all required coverage(s) is
attached hereto as Exhibit B. Upon request, contractor 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 contractor’s broker, without further notice or authorization by
contractor, to immediately comply with any written request of County for a complete copy of the policy.
viii. Contractor shall advise County in the event the general aggregate or other
aggregate limits are reduced below the required per occurrence limit. contractor, 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.
ix. If Contractor fails to secure and maintain the insurance required by this
Agreement and provide satisfactory evidence thereof to County, County shall be entitled to immediately
terminate this Agreement.
x. The insurance provisions of this Agreement shall survive expiration or
termination hereof.
xi. The parties hereto understand and agree that the County is relying on, and does
not waive or intend to waive by any provision of this Agreement, the monetary limitations or rights,
immunities and protections provided by the Colorado Governmental Immunity Act, as from time to time
amended, or otherwise available to County, its affiliated entities, successors or assigns, its elected
officials, employees, agents and volunteers.
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xii. 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.
10. 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 sub-contractors 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.
11. Ownership of Documents. All documents prepared by contractor in connection with the Services
shall become property of County. contractor shall execute written assignments to County of all rights
(including common law, statutory, and other rights, including copyrights) to the same as County shall
from time to time request. For purposes of this paragraph, the term “documents” shall mean and include
all reports, plans, studies, tape or other electronic recordings, drawings, sketches, estimates, data sheets,
maps and work sheets produced, or prepared by or for contractor (including any employee or
subcontractor in connection with the performance of the Services and additional services under this
Agreement).
12. 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: Rebecca Larson
500 Broadway
Post Office Box 850
Eagle, CO 81631
Telephone: 970-328-8840
E-Mail: rebecca.larson@eaglecounty.us
With a copy to:
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Eagle County Attorney
500 Broadway
Post Office Box 850
Eagle, Co 81631
Telephone: 970-328-8685
E-Mail: atty@eaglecounty.us
contractor:
Colorado Mountain Medical
Attention: Diane Voytko
50 Buck Creek Road, Suite 200
Avon CO 81620
Mailing Address:
P.O. Box 4330
Avon, CO 81620
970-926-6340
E-Mail: diane.voytko@vailhealth.org
13. Coordination. Contractor acknowledges that the development and processing of the
Services for the Project may require close coordination between various Contractors and Contractors.
Contractor shall coordinate the Services required hereunder with the other Contractors and Contractors
that are identified by County to Contractor from time to time, and Contractor shall immediately notify
such other contractors or contractors, in writing, of any changes or revisions to contractor’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. contractor shall not knowingly cause other contractors 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.
14. Termination. County may terminate this Agreement, in whole or in part, at any time and
for any reason, with or without cause, and without penalty therefor with seven (7) calendar days’ prior
written notice to the 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.
15. 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.
16. 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
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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.
17. Other Contract Requirements.
a. Contractor shall be responsible for the completeness and accuracy of the
Services, including all supporting data or other documents prepared or compiled in performance of the
Services, and shall correct, at its sole expense, all significant errors and omissions therein. The fact that
the County has accepted or approved the Services shall not relieve 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 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 to work in an expeditious manner, within the sound exercise of
its judgment and professional standards, in the performance of this Agreement. Time is of the essence
with respect to this Agreement.
c. This Agreement constitutes an agreement for performance of the Services by
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.
d. 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.
e. This Agreement contains the entire agreement between the parties with respect to
the subject matter hereof and supersedes all other agreements or understanding between the parties with
respect thereto.
f. 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.
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.
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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 to contractor. 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 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.
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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:
COLORADO MOUNTAIN MEDICAL
By: _____________________________________
Print Name: ______________________________
Title: ___________________________________
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Diane Voytko
Family Medicine Physician
EXHIBIT A
SCOPE OF SERVICES, SCHEDULE, FEES
1. Physician Responsibilities/Services. Contractor shall ensure that the Physician provides the
following services upon request:
a. Medical consultation on topics including, but not limited to, communicable disease
control, immunizations, preventative health, screening programs and any other health
service provided by the County;
b. Communication with and dissemination of information regarding health care needs and
issues to private health care providers in coordination with PHE through the County’s
Health Alert Network;
c. Consultation with PHE, including evaluation of sanitary standards and abatement of
nuisances, and consulting on cease and desist orders;
d. Consultation with the PHE Director or designee on issues that impact the public’s health,
as well as both preparedness and response for public health emergencies;
e. Consultation to the Board of County Commissioners, Board of Health, Department of
Public Health and Environment, including participation in Board of Health meetings as
requested;
f. Provision of written reports and recommendations regarding public health issues, upon
reasonable request;
g. Participation in training in the areas of emergency management, public health services
and regulations, and child abuse and neglect reporting;
h. Provide supervision of Eagle County’s Immunization and Disease Prevention program to
include:
i. Familiarity and understanding of the Vaccine for Children’s program; and
ii. Provision of standing orders for administration of vaccines and management of
the program
iii. Provision of standing orders for travel immunizations and prophylactic
prescriptions for travel
iv. Familiarity and understanding of current Tuberculosis prevention, diagnosis, and
treatment regimens
i. Provide supervision of Eagle County’s home visiting programs, Nurse Family
Partnership (“NFP”) and Family Connects (“FC”) to include:
i. Familiarity and understanding of the NFP and FC programs and models;
ii. To inform and guide NFP and FC staff on the specific nursing practices expected
from the programs.
j. Represent public health on identified community work groups or committees.
2. The parties anticipate that the time required of the Physician in the provision of such services
under this Agreement will not exceed a total of 132 hours per calendar year. The services shall be
performed in accordance with the provisions and conditions of this Agreement.
3. Requirements. In the provision of services hereunder, Contractor and Physician shall do the
following:
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a. Safeguard protected health information of individuals and the confidentiality of situations
for which Physician's consultation is requested, in accordance with the rules of PH and
the Health Information Portability and Accountability Act.
b. Abide by the applicable provisions of County Media Policy; all media contacts to
Physician in the role of Medical Director for the County are to be reported to the PH
Director, who will coordinate with the County Manager, the County Attorney and the
County Communications Director in providing appropriate responses to such media
contacts.
c. Comply with appropriate standards of customer service to the public and provide
appropriate consultation in the development and implementation of PH protocols to
promote the maintenance of high standards of customer service and professionalism.
d. Comply with the requirements of the Civil Rights Act of 1964 and Section 504,
Rehabilitation Act of 1973 concerning discrimination on the basis of race, color, sex, age,
religion, national origin, or handicap.
e. Notify immediately the Colorado Child Abuse and Neglect Hotline at 1-844-CO-4-KIDS,
of all reports of suspected child or adult abuse or neglect made to or observed by or
otherwise coming to the attention of Physician.
f. Comply with all applicable laws, resolutions, and codes of the County, the State of
Colorado, or the federal government.
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EXHIBIT B
Insurance Certificate
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