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COLORADO
Memorandum
TO: William F. Garcia, Chair
Board of County Commissioners
FROM: Mark E. Wallace, MD, MPH, Director
Department of Public Health and
Environment \i nt'kil
DATE: March 11, 2009
SUBJECT: Professional Services Agreement with
Women's Clinic of Greeley
Enclosed for Board review and approval is an Agreement for Professional Services between
Weld County, on behalf of the Department of Public Health & Environment, and Women's
Clinic of Greeley. This agreement allows the Department to refer women who have been
appropriately screened and assessed through the Family Planning Initiative to the Women's
Clinic of Greeley to undergo the Essure method of permanent sterilization.
This activity has been added under a special expansion (Family Planning Initiative) of the
Department's Family Planning Services through private funds provided by an anonymous donor.
The Family Planning Initiative and its funding were approved by the Board at its meeting on
February 2, 2009. The Initiative specifies that funding must be used, in part, to enable access by
clients to this method of permanent sterilization. Under this agreement for professional services,
the county will reimburse the contractor a global fee of $2,000 to cover the costs of the Essure
device, the procedure, post -operative instructions, medications and appropriate post -procedure
follow-up visits.
The term of the agreement is from February 1, 2009 through February 1, 2010.
NAC 1)6)3 ,
2009-0655
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AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT is made by and between the County of Weld, State of Colorado, whose
address is 915 10t Street, Greeley, Colorado, 80631 ("County"), and Women's Clinic of
Greeley whose address is 2410 W. 16th Street, Greeley CO 80631 ("Contractor").
WHEREAS, County, on behalf of the Department of Public Health & Environment, desires to
retain Contractor as an independent contractor to perform services as more particularly set forth
below; and
WHEREAS, Contractor has the time available to timely perform the services, and is willing to
perform the services according to the terms of this Agreement.
NOW THEREFORE, in consideration of the mutual promises and covenants contained herein,
the parties hereto agree as follows:
1. Engagement of Contractor. County hereby retains Contractor, and Contractor hereby
accepts engagement by County upon the terms and conditions set forth in this Agreement.
2. Term. The term of this Agreement shall be from February 1, 2009, through and until
February 1, 2010.
3. Services to be Performed. Contractor agrees to perform the Services listed or referred to in
Exhibit A, attached hereto and incorporated herein.
County agrees to:
• Screen females interested in Essure method of permanent sterilization, obtain signed
Federal sterilization consent form HHS687.
• Provide initial Essure consultation, evaluation and education to client.
• Refer clients to Contractor, and facilitate making client an appointment with the
Contractor.
• Fax the federal consent and all other pertinent records to contractor prior to appointment.
• Arrange for the client to receive the 3 month post procedure dye study called HSG at an
appropriate facility.
Contractor Agrees to:
• Do Essure evaluation and teaching prior to procedure. Provide Essure device and
procedure, post operative instructions, medications, and appropriate post procedure
follow up visits. The global procedure consists of the visits, device insertion procedure,
physician time, facility charges, supplies and any laboratory work if done.
• Ensure the mandatory 30 day waiting period is followed.
• Return the completed federal consent to WCDPHE at the time of billing.
• Provide monthly invoices to:
Weld County Department of Public Health and Environment
Attn: Vanessa Wilkins R.N.
1555 N. 17th Ave
Greeley, CO 80631
4. Compensation. County agrees to pay Contractor for services performed as set forth above at
the rate of $2,000 per Essure global procedure. Contractor shall not be paid any other expenses
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unless set forth in this Agreement. Payment to Contractor will be made only upon presentation
of a proper claim by Contractor, itemizing services performed.
Patient fees are to be charged directly to County. Contractor agrees to not bill the patient for any
additional charges beyond the stated reimbursement rate.
5. Additional Work. In the event the County shall require changes in the scope, character, or
complexity of the work to be performed, and said changes cause an increase or decrease in the
time required or the costs to the Contractor for performance, an equitable adjustment in fees and
completion time shall be negotiated between the parties and this Agreement shall be modified
accordingly by a supplemental Agreement. Any claims by the Contractor for adjustment
hereunder must be made in writing prior to performance of any work covered in the anticipated
supplemental Agreement. Any change in work made without such prior supplemental
Agreement shall be deemed covered in the compensation and time provisions of this Agreement.
6. Independent Contractor. Contractor agrees that Contractor is an independent contractor
and that neither Contractor nor Contractor's agents or employees are, or shall be deemed to be,
agents or employees of the County for any purpose. Contractor shall have no authorization,
express or implied, to bind the County to any agreement, liability, or understanding. The parties
agree that Contractor will not become an employee of County, nor is Contractor entitled to any
employee benefits from County as a result of the execution of this Agreement.
7. Warranty. Contractor warrants that services performed under this Agreement will be
performed in a manner consistent with the professional standards governing such services and
the provisions of this Agreement.
8. Reports County Property. All reports, test results and all other tangible materials produced
in connection with the performance of this Agreement, whether or not such materials are in
completed form, shall at all times be considered the property of the County. Contractor shall not
make use of such material for purposes other than in connection with this Agreement without
prior written approval of County.
9. Acceptance of Product not Waiver. Upon completion of the work, Contractor shall submit
to County originals of all test results, reports, etc., generated during completion of this work.
Acceptance by County of reports and incidental material furnished under this Agreement shall
not in any way relieve Contractor of responsibility for the quality and accuracy of the work.
Acceptance by the County of, or payment for, any services performed under this Agreement shall
not be construed as a waiver of any of the County's rights under this Agreement or under the law
generally.
10. Insurance and Indemnification. Contractor shall defend and indemnify County, its
officers and agents, from and against loss or liability arising from Contractor's acts, errors or
omissions in seeking to perform its obligations under this Agreement. Contractor shall provide
necessary workers' compensation insurance at Contractor's own cost and expense.
11. Termination. Either party may terminate this Agreement at any time by providing the other
party with a 10 day written notice thereof. Furthermore, this Agreement may be terminated at
any time without notice upon a material breach of the terms of the Agreement. In the event of an
early termination, Contractor shall be paid for work performed up to the time of notice and
County shall be entitled the use of all material generated pursuant to this Agreement.
12. Non -Assignment. Contractor may not assign or transfer this Agreement, any interest
therein or claim thereunder, without the prior written approval of County.
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13. Access to Records. County shall have access to Contractor's financial records as they relate
to this Agreement for purposes of audit. Such records shall be complete and available for audit
90 days after final payment hereunder and shall be retained and available for audit purposes for
at least five years after final payment hereunder.
14. Time of Essence. Time is of the essence in each and all of the provisions of this
Agreement.
15. Interruptions. Neither party to this Agreement shall be liable to the other for delays in
delivery or failure to deliver or otherwise to perform any obligation under this Agreement, where
such failure is due to any cause beyond its reasonable control, including but not limited to Acts
of God, fires, strikes, war, flood, earthquakes or Governmental actions.
16. Notices. Any notice required to be given under this Agreement shall be in writing and shall
be mailed or delivered to the other party at that party's address as stated above.
17. Compliance. This Agreement and the provision of services hereunder shall be subject to the
laws of Colorado and be in accordance with the policies, procedures, and practices of County.
18. Non -Exclusive Agreement. This Agreement is nonexclusive and County may engage or
use other contractors or persons to perform services of the same or similar nature.
19. Certification. Contractor certifies that Contractor is not an illegal immigrant, and further,
Contractor represents, warrants, and agrees that it has verified that Contractor does not employ
any illegal aliens. If it is discovered that Contractor is an illegal immigrant, employs illegal
aliens or subcontracts with illegal aliens, County can terminate this Agreement and Contractor
may be held liable for damages.
20. Entire Agreement/Modifications. This Agreement contains the entire agreement between
the parties with respect to the subject matter contained in this Agreement. This instrument
supersedes all prior negotiation, representation, and understanding or agreements with respect to
the subject matter contained in this Agreement. This Agreement may be changed or
supplemented only by a written instrument signed by both parties.
21. Funding Contingency. No portion of this Agreement shall be deemed to create an
obligation on the part of County to expend funds not otherwise appropriated or budgeted for.
22. No Conflict. No employee of Contractor nor any member of Contractor's family shall serve
on a County Board, committee or hold any such position which either by rule, practice or action
nominates, recommends, supervises Contractor's operations, or authorizes funding to Contractor.
23. Severability. If any term or condition of this Agreement shall be held to be invalid, illegal,
or unenforceable, this Agreement shall be construed and enforced without such provision, to the
extent that this Agreement is then capable of execution within the original intent of the parties.
24. Governmental Immunity. No portion of this Agreement shall be deemed to constitute a
waiver of any immunities the parties or their officers or employees may possess.
25. No Third Party Beneficiary. It is expressly understood and agreed that the enforcement of
the terms and conditions of this Agreement, and all rights of action relating to such enforcement,
shall be strictly reserved to the undersigned parties and nothing in this Agreement shall give or
allow any claim or right of action whatsoever by any other person not included in this
Agreement. It is the express intention of the undersigned parties that any entity other than the
undersigned parties receiving services or benefits under this Agreement shall be an incidental
beneficiary only.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year
written below.
Contractor's Signature:
Date
"I
Department li
of Public Health & Environment
By: GW k -t W1OL12
Director
Date
COUNTY OF WELILSTATE OF
COLOR!A
By:
Chair, Board o
MAR 1 6 2009
ounty Commissioners
Date
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