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Home My WebLink AboutC24-455 Colorado West dba Mind Springs Inc. AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN EAGLE COUNTY, COLORADO AND COLORADO WEST D/B/A MIND SPRINGS INC. THIS AGREEMENT (“Agreement”) is effective as of ____________ by and between Colorado West, Inc. d/b/a Mind Springs, Inc., a Colorado nonprofit corporation (hereinafter “Consultant” or “Contractor”) and Eagle County, Colorado, a body corporate and politic (hereinafter “County”). RECITALS WHEREAS, this Agreement is entered in reference to opioid settlement dollars pursued by the Colorado State Attorney General (the “Opioid Settlement”), disseminated to 19 settlement regions within the State of Colorado pursuant to a Memorandum of Understanding dated August 26, 2021; and WHEREAS, Region 5 is comprised of Eagle, Summit, Lake, Pitkin, and Garfield Counties and has formed an advisory board (the “Region 5 Opioid Abatement Council”) to oversee and approve distribution of Opioid Settlement funds for substance use disorder treatment, recovery, harm reduction, law enforcement, and prevention/education programs; and WHEREAS, Eagle County is the fiscal agent for the Region 5 Opioid Abatement Council, and is responsible for the management, collection, and disbursement of Opioid Settlement funds; and WHEREAS, the Region 5 Opioid Abatement Council has identified a need for Medically Managed Withdrawal Management (MMWM) services for community members with substance use disorders in Region 5 and in Western Colorado more broadly; and WHEREAS, Consultant operates the Mind Springs Inc. Medical Withdrawal Management facility, located at 2802 S Grand Ave, Glenwood Springs, CO 81601, which provides MMWM services to community members in Region 5; and WHEREAS, County, in its capacity as fiscal agent for the Council, desires to provide Opioid Settlement funding to Consultant enabling the Consultant to perform the Services defined below in paragraph 1 for the benefit of Region 5; 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; and Docusign Envelope ID: 99A00CC2-6412-44A9-8D1F-608EFF358319 11/9/2024 2 Mind Springs Health MMW Facility Capital Investment WHEREAS, this Agreement shall govern the relationship between Consultant and County in connection with the Services. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the following promises, Consultant and County agree as follows: 1. Services. Consultant agrees to diligently provide all services, labor, personnel, and materials necessary to perform and complete the services for which Consultant requested funding for as described in Exhibit A (“Services”). The Services shall be performed in accordance with the provisions and conditions of this Agreement. a. Consultant agrees to furnish the Services no later than two years from the execution of this contract. By signing below, Consultant represents that it has the expertise and personnel necessary to properly and timely perform the Services. b. In the event of any conflict or inconsistency between the terms and conditions set forth in Exhibit A and the terms and conditions set forth in this Agreement, the terms and conditions set forth in this Agreement shall prevail. c. Consultant agrees that it will not enter into any consulting or other arrangements with third parties that will conflict in any manner with the Services. 2. County’s Representative. The Public Health and Environment Department’s designee shall be the Consultant’s contact with respect to this Agreement and performance of the Services. 3. Term of the Agreement. This Agreement shall commence upon the date first written above, and subject to the provisions of paragraph 11 hereof, shall continue in full force and effect for two (2) years. 4. Extension or Modification. This Agreement may not be amended or supplemented, nor may any obligations hereunder be waived, except by agreement signed by both parties. No additional services or work performed by Consultant shall be the basis for additional compensation unless and until Consultant has obtained written authorization and acknowledgement by County for such additional services in accordance with County’s internal policies. Accordingly, no course of conduct or dealings between the parties, nor verbal change orders, express or implied acceptance of alterations, or additions to the Services, and no claim that County has been unjustly enriched by any additional services, whether or not there is in fact any such unjust enrichment, shall be the basis of any increase in the compensation payable Docusign Envelope ID: 99A00CC2-6412-44A9-8D1F-608EFF358319 3 Mind Springs Health MMW Facility Capital Investment hereunder. In the event that written authorization and acknowledgment by the County for such additional services is not timely executed and issued in strict accordance with this Agreement, Consultant’s rights with respect to such additional services shall be deemed waived and such failure shall result in non-payment for such additional services or work performed. 5. Compensation. County shall compensate Consultant for the performance of the Services in a sum computed and payable as set forth in Exhibit A. The performance of the Services under this Agreement shall not exceed $185,836.00. Consultant shall not be entitled to bill at overtime and/or double time rates for work done outside of normal business hours unless specifically authorized in writing by the County. a. For reimbursement, Consultant must submit invoices according to the schedule outlined in Exhibit A. Invoices shall include a description of Services performed. If County is not satisfied with the completeness of a submitted invoice, County may request Consultant to either revise the invoice or provide additional information. Payment will be made for Services satisfactorily performed within thirty (30) days of receipt of a proper and accurate invoice. The County will disburse funds to the Consultant within thirty (30) days of receipt of a proper and accurate invoice. All invoices must be emailed to phinvoices@eaglecounty.us to ensure proper payment. b. Any out-of-pocket expenses to be incurred by Consultant and reimbursed by County shall be identified in 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 Consultant. Consultant shall not be reimbursed for expenses that are not set forth on Exhibit A unless specifically approved in writing by County. c. If, prior to payment of compensation or reimbursement for Services but after submission to County of a request therefore by Consultant, County reasonably determines that payment as requested would be improper because the Services were not performed as prescribed by the provisions of this Agreement, County shall have no obligation to make such payment. If, at any time after or during the term or after termination or expiration of this Agreement, County reasonably determines that any payment theretofore paid by County to Consultant 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, Consultant 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: 99A00CC2-6412-44A9-8D1F-608EFF358319 4 Mind Springs Health MMW Facility Capital Investment d. All funds received by Consultant under this Agreement shall be or have been expended solely for the purpose for which granted, and any funds not so expended, including funds lost or diverted for other purposes, shall be returned to County. Consultant shall provide the County with progress reports upon County’s request; or Consultant shall furnish progress reports as more specifically set forth in the attached Exhibit A. e. County will not withhold any taxes from monies paid to the Consultant hereunder and Consultant agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. f. Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under this Agreement after, nor shall any payments be made to Consultant in respect of any period after December 31 of any year, without an appropriation therefor by County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25, title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). 6. Sub-consultants. Consultant acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Consultant. Consultant shall not enter into any sub-consultant agreements for the performance of any of the Services or additional services without County’s prior written consent, which may be withheld in County’s sole discretion. County shall have the right in its reasonable discretion to approve all personnel assigned to the subject 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 Consultant and Consultant shall cooperate in such process. Consultant shall be responsible for the acts and omissions of its agents, employees, and sub-consultants or sub-contractors. 7. Insurance. Consultant agrees to provide and maintain at Consultant’s sole cost and expense, the following insurance coverage with limits of liability not less than those stated below: a. Types of Insurance. i. Workers’ Compensation insurance as required by law. Docusign Envelope ID: 99A00CC2-6412-44A9-8D1F-608EFF358319 5 Mind Springs Health MMW Facility Capital Investment 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. This policy shall be endorsed to include coverage for physical/sexual abuse and molestation. 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, 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. b. Other Requirements. i. The automobile and commercial general liability coverage and such other coverage as indicated above shall be endorsed to include Eagle County, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers as additional insureds. ii. Consultant’s certificates of insurance shall include sub-consultants as additional insureds under its policies or Consultant shall furnish to County separate certificates and endorsements for each sub-consultant. All coverage(s) for sub-consultants shall be subject to the same minimum requirements identified above. Consultant and sub-consultants, if any, shall maintain the foregoing coverage in effect until the Services are completed. In addition, all such policies shall be kept in force by Consultant and its sub-consultants until the applicable statute of limitations for the 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. 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. Docusign Envelope ID: 99A00CC2-6412-44A9-8D1F-608EFF358319 6 Mind Springs Health MMW Facility Capital Investment v. All policies must contain an endorsement affording an unqualified thirty (30) days notice of cancellation to County in the event of cancellation of coverage. vi. All insurers must be licensed or approved to do business within the State of Colorado and all policies must be written on a per occurrence basis unless otherwise provided herein. vii. Consultant’s certificate of insurance evidencing all required coverage(s) is attached hereto as Exhibit B. Upon request, Consultant shall provide a copy of the actual insurance policy and/or required endorsements required under this Agreement within five (5) business days of a written request from County, and hereby authorizes Consultant’s broker, without further notice and authorization by Consultant, to immediately comply with any written request of County for a complete copy of the policy. viii. Consultant shall advise County in the event the general aggregate or other aggregate limits are reduced below the required per occurrence limit. Consultant, at its own expense, will reinstate the aggregate limits to comply with the minimum limits and shall furnish County a new certificate of insurance showing such coverage. ix. If Consultant fails to secure and maintain the insurance required by this Agreement and provide satisfactory evidence thereof to County, County shall be entitled to immediately terminate this Agreement. x. The insurance provisions of this Agreement shall survive expiration or termination hereof. xi. The parties hereto understand and agree that the County is relying on, and does not waive or intend to waive by any provision of this Agreement, the monetary limitations or rights, immunities and protections provided by the Colorado Governmental Immunity Act, as from time to time amended, or otherwise available to County, its affiliated entities, successors or assigns, its elected officials, employees, agents, and volunteers. xii. Consultant is not entitled to workers’ compensation benefits except as provided by the Consultant, nor to unemployment insurance benefits unless unemployment compensation coverage is provided by Consultant or some other entity. The Consultant is obligated to pay all federal and state income tax on any monies paid pursuant to this Agreement. 8. Indemnification. The Consultant shall indemnify and hold harmless County, and any of its officers, agents, and employees against any losses, claims, damages, or liabilities for which Docusign Envelope ID: 99A00CC2-6412-44A9-8D1F-608EFF358319 7 Mind Springs Health MMW Facility Capital Investment County may become subject to insofar as any such losses, claims, damages, or liabilities arise out of, directly or indirectly, this Agreement, or are based upon any performance or nonperformance by Consultant or any of its sub-consultants hereunder including claims for bodily injury or personal injury including death, or loss or damage to tangible or intangible property; and Consultant shall reimburse County for reasonable attorney fees and costs, legal, and other expenses incurred by County in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnification shall not apply to claims by third parties against the County to the extent that County is liable to such third party for such claims without regard to the involvement of Consultant. This paragraph shall survive expiration or termination hereof. 9. Ownership of Documents. All documents prepared by Consultant in connection with the Services shall become property of County. Consultant shall execute written assignments to County of all rights (including common law, statutory, and other rights, including copyrights) to the same as County shall from time to time request. For purposes of this paragraph, the term “documents” shall mean and include all reports, plans, studies, tape or other electronic recordings, drawings, sketches, estimates, data sheets, maps, and work sheets produced, or prepared by or for Consultant (including any employee or subcontractor in connection with the performance of the Services and additional services under this Agreement). 10. Notice. Any notice required by this Agreement shall be deemed properly delivered when (i) personally delivered, or (ii) when mailed in the United States mail, first class postage prepaid, or (iii) when delivered by FedEx or other comparable courier service, charges prepaid, to the parties at their respective addresses listed below, or (iv) 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 Public Health & Environment Attention: Karina Schorr 551 Broadway P.O. Box 660 Eagle, CO. 81631 Phone: (970) 328-9811 E-Mail: karina.schorr@eaglecounty.us With a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle, Co 81631 Telephone: 970-328-8685 Docusign Envelope ID: 99A00CC2-6412-44A9-8D1F-608EFF358319 8 Mind Springs Health MMW Facility Capital Investment E-Mail: atty@eaglecounty.us CONSULTANT: Attn: Amy Cooper Executive Vice President of Operations Mind Springs Inc. 515 28 ¾ Rd Grand Junction, CO 81506 970-852-1752 ACooper@mindspringshealth.org 11. 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 therefore with seven (7) calendar days’ prior written notice to the Consultant. Upon termination of this Agreement, Consultant shall immediately provide County with all documents as defined in paragraph 9 hereof, in such format as County shall direct and shall return all County owned materials and documents. County shall pay Consultant for Services satisfactorily performed to the date of termination. 12. 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, interpreted under, and governed by the laws of the State of Colorado. 13. 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. 14. Other Contract Requirements. a. In rendering the Services hereunder, Consultant shall comply with the highest standards of customer service to the public. Consultant shall provide appropriate supervision of its employees to ensure the maintenance of these high standards of customer service and professionalism are maintained. The performance of such obligation shall be determined at the sole discretion of County. In the event County finds these standards of customer service are not Docusign Envelope ID: 99A00CC2-6412-44A9-8D1F-608EFF358319 9 Mind Springs Health MMW Facility Capital Investment being met by Consultant, County may terminate this Agreement, in whole or in part, upon seven (7) days’ notice to Consultant. b. Consultant shall be responsible for the completeness and accuracy of the Services, including all supporting data or other documents prepared or compiled in performance of the Services, and shall correct, at its sole expense, all significant errors and omissions therein. The fact that the County has accepted or approved the Services shall not relieve Consultant of any of its responsibilities. Consultant shall perform the Services in a skillful, professional, and competent manner and in accordance with the standard of care, skill, and diligence applicable to consultants performing similar services. This paragraph shall survive termination of this Agreement. c. Consultant represents and warrants that it has the expertise and personnel necessary to properly perform the Services and covenants that its professional personnel are duly licensed to perform the Services within Colorado. d. Consultant agrees to work in an expeditious manner, within the sound exercise of its judgment and professional standards, in the performance of this Agreement. Time is of the essence with respect to this Agreement. e. 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. f. Consultant represents and warrants that at all times in the performance of the Services, Consultant shall comply with any and all applicable federal and state laws, codes, rules, and regulations. g. Consultant shall comply with the Civil Rights Act of 1964 and Section 504, Rehabilitation Act of 1973, concerning discrimination on the basis of race, color, sex, age, religion, political beliefs, national origin, or handicap. h. 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. Docusign Envelope ID: 99A00CC2-6412-44A9-8D1F-608EFF358319 10 Mind Springs Health MMW Facility Capital Investment i. Consultant shall not assign any portion of this Agreement without the prior written consent of the County. Any attempt to assign this Agreement without such consent shall be void. j. 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. k. 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. l. The invalidity, illegality, or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. m. Consultant shall maintain for a minimum of three years, adequate financial and other records for reporting to County. Consultant shall be subject to financial audit by federal, state, or county auditors or their designees. Consultant authorizes such audits and inspections of records during normal business hours, upon 48 hours’ notice to Consultant. Consultant shall fully cooperate during such audit or inspections. 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 Consultant has no beneficial interest, direct or indirect, that would conflict in any manner or degree with the performance of the Services and Consultant shall not employ any person having such known interests. 16. Data Security. a. Definitions: i. “County Data” means all data created by or in any way originating with County and End Users, and all information that is the output of any computer processing, or other electronic manipulation, of any information that was created by or in any way originating with County and End Users, in the course of using and configuring the Services provided under this Agreement, and includes all records relating to County’s use of Contractor Services and Protected Information. ii. “End User” means the individuals (including, but not limited to employees, authorized agents, students and volunteers of County; Third Party consultants, auditors and other independent contractors performing services for County; any governmental, accrediting or regulatory bodies lawfully requesting or requiring access to any Services; Docusign Envelope ID: 99A00CC2-6412-44A9-8D1F-608EFF358319 11 Mind Springs Health MMW Facility Capital Investment customers of County provided services; and any external users collaborating with County) authorized by County to access and use the Services provided by Contractor under this Agreement. iii. “Protected Information” includes, but is not limited to, personally- identifiable information, student records, protected health information, criminal justice information or individual financial information and other data defined under C.R.S. §§ 24-72- 101 et seq., and personal information that is subject to local, state or federal statute, regulatory oversight or industry standard restricting the use and disclosure of such information. The loss of such Protected Information would constitute a direct damage to the County. iv. “Security Incident” means the potentially unauthorized access by non- authorized persons to personal data or non-public data the Contractor believes could reasonably result in the use, disclosure or theft of County Data within the possession or control of the vendor. A Security Incident may or may not turn into a data breach. b. During the course of Contractor's performance of the Work, the Contractor may be required to maintain, store, process or control County Data. The Contractor represents and warrants that: i. Contractor will take all reasonable precautions to maintain all County Data in a secure environment to prevent unauthorized access, use, or disclosure, including industry- accepted firewalls, up-to-date anti-virus software, and controlled access to the physical location of the hardware containing County Data; ii. Contractor’s collection, access, use, storage, disposal and disclosure of County Data shall comply with all applicable data protection laws, as well as all other applicable regulations and directives; iii. Contractor will notify County of any Security Incident as soon as practicable, but no later than 24 hours after Contractor becomes aware of it; iv. Contractor will provide information sufficient to satisfy County’s legal and regulatory notice obligations. Upon notice of a Security Incident, County shall have the authority to direct Contractor to provide notice to any potentially impacted individual or entity, at Contractor’s expense, and Contractor shall be liable for any resulting damages to County. v. Where Contractor has been contracted to maintain, store or process personal information on behalf of the County, it shall be deemed a “Third-Party Service Provider as defined in C.R.S. § 24-73-103(1)(i), and Contractor shall maintain security procedures and practices consistent with C.R.S §§ 24-73-101 et seq.; and vi. Contractor will promptly return or destroy any County Data upon request from the County Representative. c. Contractor’s indemnification obligations identified elsewhere in this Contract shall apply to any breach of the provisions of this Paragraph. Docusign Envelope ID: 99A00CC2-6412-44A9-8D1F-608EFF358319 12 Mind Springs Health MMW Facility Capital Investment 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 CONSULTANT: By:________________________________ Print Name: Amy Cooper Title: Executive Vice President of Operations, Mind Springs Inc. Docusign Envelope ID: 99A00CC2-6412-44A9-8D1F-608EFF358319 13 Mind Springs Health MMW Facility Capital Investment EXHIBIT A Scope of Work: Terms of Funding, Deliverables, and Deadlines These provisions are to be read and interpreted in conjunction with the provisions of the Contract specified above. I. Entity Name: Mind Springs Inc. II. Project Description: The Region 5 Opioid Abatement Council agrees to provide the funding of this agreement for Mind Springs Inc. Medical Withdrawal Management facility, located at 2802 S Grand Ave, Glenwood Springs, CO 81601, in order to partially close the capital funding gap that exists at the time of this agreement and to support the Contractor’s ability to provide Medically Managed Withdrawal Management (MMWM) services to community members, including any community member within Region 5, with substance use disorders in Western Colorado. III. Payment Structure: The total allotment of funding for this project is $185,836.00 to be distributed over 12 months and 4 payments. Contractor will not charge for indirect or fringe costs. Contractor will submit invoices for the amounts and schedule outlined below: ● 1st Payment: ○ Earliest date to submit invoice: Upon execution of this contract ○ Total Amount: $93,000.00 ■ Purpose of funds: ● Finalizing Badged Access/Delayed Egress: $41,000 ● Replacing Window in Women’s Dormitory: $2,000 ● Payment to RAM Development Incorporated: $50,000 ● 2nd Payment: ○ Earliest date to submit invoice: 6 months after execution of this contract ○ Total Amount: $44,000.00 ■ Purpose of funds: Final payment to RAM Development Incorporated ● 3rd Payment ○ Earliest date to submit invoice: 9 months after execution of this contract ○ Total Amount: $24,418.00 ■ Purpose of funds: Remaining capital operating costs including furnishings (dining tables and chairs, mattresses, shelving, wall mount cabinet, medical cart, medical fridge, IT equipment (iPads, laptops, camera equipment/installation), supplies (medical equipment sanitary supplies security supplies, office supplies, scrubs), pharmacy/medication supplies, cleaning services, and staff sign-on bonuses. Any of the aforementioned purposes are valid expenses and may be prioritized at the Contractor’s discretion at the time of payment. Any purposes mentioned in this section that are not funded by this scheduled payment should be funded with the following scheduled payment. ● 4th Payment ○ Earliest date to submit invoice: 12 months after execution of this contract ○ Total Amount: $24,418.00 Docusign Envelope ID: 99A00CC2-6412-44A9-8D1F-608EFF358319 14 Mind Springs Health MMW Facility Capital Investment ■ Purpose of funds: Remaining capital operating costs for any of the following not already funded with previous payment: furnishings (dining tables and chairs, mattresses, shelving, wall mount cabinet, medical cart, medical fridge, IT equipment (iPads, laptops, camera equipment/installation), supplies (medical equipment sanitary supplies security supplies, office supplies, scrubs), pharmacy/medication supplies, cleaning services, and staff sign-on bonuses. IV. Deliverables: The Contractor must continuously operate the facility at 2802 S Grand Ave, Glenwood Springs, CO 81601 as a Medically Managed Withdrawal facility for the duration of the agreement. The Contractor will provide quarterly reports to the Region 5 Opioid Abatement Council throughout the terms of this agreement. The quarterly schedule will align with existing Contractor reporting requirements with the acknowledgement of parallel regional governmental funding agreements and the desire to avoid duplicating Contractor efforts. Contents of the report will include the following: ● Financial updates ○ Operational costs ○ Revenue, including insurance billing and Medicaid reimbursement ○ Reserve fund status ○ Status of remaining capital gap funding ● Key performance indicators and impact data ○ Staffing status (including bilingual staff) ■ If any vacancies in staffing occur during the contract period, the Contractor will also provide reporting on: ● How staff shortages are impacting services ● What steps are being taken to fill the vacancy(ies), including any strategizing around attracting bilingual/bicultural applicants ○ Population Data ■ Demographic information of clients (gender, sexual orientation (when disclosed) age, race/ethnicity) served within a reporting period ■ Primary Substance ■ Admissions by City of Residence ■ Number of Emergency Commitment (EC)/Involuntary Commitment (IC) clients ○ Access Data ■ Admissions Per Month ■ Re- Admissions Per Month ■ Referrals by Source ■ Number of clients who could not be admitted the day of referral ○ Fiscal Performance Data ■ Admissions by Insurance ■ Average Daily Census (ADC) ○ Treatment Outcomes Docusign Envelope ID: 99A00CC2-6412-44A9-8D1F-608EFF358319 15 Mind Springs Health MMW Facility Capital Investment ■ Average Length of Stay ■ % of clients receiving case management services ■ % of clients leaving Against Medical Advice (AMA) ■ % clients with follow-up appointments for next level of care for substance use disorder (SUD) services ○ Reduction in Emergency Room patient volume V. Monitoring: The Region 5 Opioid Abatement Council and Eagle County Government, in its capacity as fiscal agent for the Council, will monitor this Contract for compliance with performance requirements throughout the Contract period. Methods used will include a review of documentation determined to be reflective of performance including progress reports and other fiscal and programmatic documentation as applicable. The Contractor’s performance will be evaluated at set intervals and communicated to the Contractor. VI. Resolution of Non-Compliance: The Contractor will be notified in writing within 15 calendar days of the discovery of a compliance issue. Within 30 calendar days of discovery, the Contractor and Eagle County Government as fiscal agent for the Region 5 Opioid Abatement Council, will collaborate, when appropriate, to determine the action(s) necessary to rectify the compliance issue and determine when the action(s) must be completed. The action(s) and timeline for completion will be documented in writing and agreed to by both parties. If at any time the other counties have concerns about compliance with the contract they should communicate this to the Region 5 Opioid Abatement Council Coordinator as well as the Contractor via their liaison person. Docusign Envelope ID: 99A00CC2-6412-44A9-8D1F-608EFF358319 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 11/4/2024 Parker Smith &Feek Insurance LLC 2233 112th Ave NE Bellevue WA 98004 425-709-3600 License#:PC-1719201 National Fire &Marine Insurance Company 20079 MINDSPR-01 National Indemnity Company 20087ColoradoWestdbaMindSpringsHealth 515 28 3/4 Road Grand Junction CO 81501 Travelers Casualty and Surety Company of America 31194 603595478 A X 1,000,000 X 1,000,000 10,000 1,000,000 3,000,000 X HN027553 10/1/2024 10/1/2025 3,000,000 B 1,000,000 X 70APB009679 10/1/2024 10/1/2025 A 2,000,000 X X EN027553 10/1/2024 10/1/2025 2,000,000 A C Professional Liability Crime HN027553 105511420 10/1/2024 10/1/2022 10/1/2025 10/1/2025 Each Incident Aggregate Limit 1,000,000 3,000,000 1,000,000 Exhibit of Insurance. Eagle County Government Attn:Eagle County Attorney 500 Broadway PO Box 850 Eagle,CO 81631 Docusign Envelope ID: 99A00CC2-6412-44A9-8D1F-608EFF358319