HomeMy WebLinkAbout20251094.tiffResolution
Approve Standard Form of Agreement for Various Core and Non -Core Child
Welfare Services, and Authorize Chair to Sign Agreements Consistent with said
Form
Whereas, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
Whereas, the Board has been presented with a Standard Form for Core and Non -Core
Child Welfare Services between the County of Weld, State of Colorado, by and through
the Board of County Commissioners of Weld County, on behalf of the Department of
Human Services, with further terms and conditions being as stated in said standard form
of agreement, and
Whereas, after review, the Board deems it advisable to approve said standard form of
agreement, a copy of which is attached hereto and incorporated herein by reference.
Now, therefore, be it resolved by the Board of County Commissioners of Weld County,
Colorado, that the Standard Form for Core and Non -Core Child Welfare Services between
the County of Weld, State of Colorado, by and through the Board of County
Commissioners of Weld County, on behalf of the Department of Human Services, be, and
hereby is, approved.
Be it further resolved by the Board that the Chair be, and hereby is, authorized to sign
agreements consistent with said form of agreement.
The Board of County Commissioners of Weld County, Colorado, approved the above
and foregoing Resolution, on motion duly made and seconded, by the following vote on
the 23rd day of April, A.D., 2025:
Perry L. Buck, Chair: Aye
Scott K. James, Pro-Tem: Aye
Jason S. Maxey: Aye
Lynette Peppier: Aye
Kevin D. Ross: Aye
Approved as to Form:
Bruce Barker, County Attorney
Attest:
Esther E. Gesick, Clerk to the Board
c c : VA S p, cTl3(6), cA(Km), AcT(cP/4tW/crb
G5/09/25
2025-1094
H R0097
BOARD OF COUNTY COMMISSIONERS
PASS -AROUND REVIEW
PASS -AROUND TITLE: Professional Service Agreement Template for Various
Child Welfare Services
DEPARTMENT: Human Services DATE: April 8, 2025
PERSON REQUESTING: Jamie Ulrich, Director, Human Services
Brief description of the problem/issue: The Department of Human Services (WCDHS) seeks
qualified providers who are willing to provide services throughout Weld County for various Child
Welfare services. Service areas include, but are not limited to, Aftercare Services, Anger
Management/Domestic Violence, Crisis Intervention and Stabilization Services, Day Treatment,
Foster Parent Consultation, Foster Parent Training, Functional Family Therapy, Home Based
Intervention, Home Studies, Kinship Services (Therapeutic), Life Skills, Mediation, Mental Health
Services, Multisystemic Therapy, Nursing Consultation, Relinquishment Counseling, Sexual Abuse
Treatment, and Substance Abuse Treatment Services (including Monitored Sobriety).
The Department is requesting approval of the attached Professional Service Agreement (PSA)
template for use when contracting for various Child Welfare services.
What options exist for the Board?
Approval of the PSA template for various Child Welfare services.
Deny approval of the PSA template for various Child Welfare services.
Consequences: WCDHS will not have an approved standard agreement to use in contracting
for various Child Welfare services.
Impacts: The start of needed services may be delayed due to agreements needing to go to the
Board for approval as New Business vs Consent.
Costs (Current Fiscal Year / Ongoing or Subsequent Fiscal Years):
Funded through: Core/Non-Core Child Welfare funding.
Pass -Around Memorandum; April 8, 2025 — Not in CMS 2025-1094
4/23 k-\Yz00°11
Recommendation:
• Approval of the Professional Service Agreement (PSA) template for various Child Welfare
services and authorize the Chair to sign subsequent agreements.
Support Recommendation Schedule
Place on BOCC Agenda Work Session Other/Comments:
Perry L. Buck
Scott K. James
Jason S. Maxey
Lynette Peppier
Kevin D. Ross
Pass -Around Memorandum; April 8, 2025 — Not in CMS
PROFESSIONAL SERVICE AGREEMENT
BETWEEN
WELD COUNTY AND
N( AME)
THIS AGREEMENT is made and entered into this day of , by
and between the Board of Weld County Commissioners, on behalf of the Weld County
Department of Human Services, hereinafter referred to as "County," and (name), hereinafter
referred to as "Contractor".
WHEREAS, County desires to retain Contractor to perform services as required by
County and set forth in the attached Exhibits; and
WHEREAS, Contractor is willing and has the specific ability, qualifications, and time to
perform the required services according to the terms of this Agreement; and
WHEREAS, Contractor is authorized to do business in the State of Colorado and has
the time, skiN, expertise, and experience necessary to provide the services as set forth below;
and
WHEREAS, the Colorado Department of Human Services has provided Core and
Non -Core Services funding to the Department.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties hereto agree as follows:
1. Introduction. The terms of this Agreement are contained in the terms recited in this
document and in the attached Exhibits, each of which forms an integral part of this
Agreement and are incorporated herein. The parties each acknowledge and agree that
this Agreement, including the attached Exhibits, define the performance obligations of
Contractor and Contractor's willingness and ability to meet those requirements (the
"Work"). If a conflict occurs between this Agreement and any Exhibit or other attached
document, the terms of this Agreement shall control, and the remaining order of
precedence shall be based upon order of attachment.
Exhibit A consists of the HIPAA Business Associates Agreement.
Exhibit B consists of the Scope of Services.
Exhibit C consists of the Rate Schedule.
Exhibit D consists of County's Invitation for Bid (IFB) as set forth in Bid Package No.
82500040 which is incorporated into this agreement by reference and will be provided upon
request to the Department.
Exhibit E consists of Contractor's Bid Response to County's Invitation.
2. Service or Work. Contractor agrees to diligently provide all services, labor, personnel
and materials necessary to perform and complete the Work described in the attached
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Exhibits. Services shall be provided by the Contractor to any person(s) eligible for
services in compliance with Exhibits B, Scope of Services, and Exhibit E, Contractor's Bid
Response to County's Invitation. Contractor shall further be responsible for the timely
completion and acknowledges that a failure to comply with the standards and
requirements of Work within the time limits prescribed by County may result in County's
decision to withhold payment or to terminate this Agreement.
3. Term. The term of this Agreement shall be from , through , unless
sooner terminated as provided herein, and is subject to continued budget appropriations.
4. Termination; Breach; Cure. County may terminate this Agreement for its own
convenience upon thirty (30) days written notice to Contractor. Either Party may
immediately terminate this Agreement upon material breach of the other party, however
the breaching party shall have fifteen (15) days after receiving such notice to cure such
breach. If this Agreement is terminated by County, Contractor shall be compensated for,
and such compensation shall be limited to, (1) the sum of the amounts contained in
invoices which it has submitted and which have been approved by the County; (2) the
reasonable value to County of the services which Contractor provided prior to the date of
the termination notice, but which had not yet been approved for payment; and (3) the cost
of any work which the County approves in writing which it determines is needed to
accomplish an orderly termination of the work. County shall be entitled to the use of all
material generated pursuant to this Agreement upon termination. Upon termination of this
Agreement by County, Contractor shall have no claim of any kind whatsoever against the
County by reason of such termination or by reason of any act incidental thereto, except for
compensation for work satisfactorily performed and/or materials described herein properly
delivered.
5. Extension or Amendment. Any amendments or modifications to this agreement 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.
Accordingly, no claim that the 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 the 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. Any claims by the
Contractor for adjustment hereunder must be made in writing prior to performance of any
work covered in the anticipated Amendment, unless approved and documented otherwise
by the County Representative. Any change in work made without such prior Amendment
shall be deemed not covered in the compensation and time provisions of this Agreement,
unless approved and documented otherwise by the County Representative.
6. Compensation. County agrees to pay Contractor through an invoice process during the
course of this Agreement in accordance with the Rate Schedule as described as Exhibit
C. Contractor agrees to submit invoices which detail the work completed by Contractor.
The County will review each invoice and if it agrees Contractor has completed the
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invoiced items to the County's satisfaction, it will remit payment to the Contractor. No
payment in excess of that set forth in the Exhibits will be made by County unless an
Amendment authorizing such additional payment has been specifically approved by Weld
County as required pursuant to the Weld County Code. 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 service for which
payment was made did not perform 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. 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. Unless
expressly enumerated in the attached Exhibits, Contractor shall not be entitled to be paid
for any other expenses (e.g. mileage). 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 therefore 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).
7. Independent Contractor. Contractor agrees that it is an independent contractor and that
Contractor's officers, agents or employees will not become employees of County, nor
entitled to any employee benefits (including unemployment insurance or workers'
compensation benefits) from County as a result of the execution of this Agreement.
Contractor shall be solely responsible for its acts and those of its agents and employees
for all acts performed pursuant to this Agreement. Any provisions in this Contract that may
appear to give the County the right to direct contractor as to details of doing work or to
exercise a measure of control over the work mean that Contractor shall follow the
direction of the County as to end results of the work only. The Contractor is obligated to
pay all federal and state income tax on any moneys earned or paid pursuant to this
contract.
8. 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 completion of the Work 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
Work during the performance of this Agreement and no personnel to whom County has an
objection, in its reasonable discretion, shall be assigned to the Work. Contractor shall
require each subcontractor, as approved by County and to the extent of the Work 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.
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9. Ownership. All work and information obtained by Contractor under this Agreement or
individual work order shall become or remain (as applicable), the property of County. In
addition, all reports, documents, data, plans, drawings, records and computer files
generated by Contractor in relation to this Agreement and all reports, test results and all
other tangible materials obtained and/or 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.
10. Confidentiality. Confidential information of the Contractor should be transmitted
separately from non -confidential information, clearly denoting in red on the relevant
document at the top the word, "CONFIDENTIAL." However, Contractor is advised that as
a public entity, Weld County must comply with the provisions of the Colorado Open
Records Act (CORA), C.R.S. 24-72-201, et seq., with regard to public records, and cannot
guarantee the confidentiality of all documents. Contractor agrees to keep confidential all
of County's confidential information. Contractor agrees not to sell, assign, distribute, or
disclose any such confidential information to any other person or entity without seeking
written permission from the County. Contractor agrees to advise its employees, agents,
and consultants, of the confidential and proprietary nature of this confidential information
and of the restrictions imposed by this Agreement.
11. Warranty. Contractor warrants that the Work performed under this Agreement will be
performed in a manner consistent with the standards goveming such services and the
provisions of this Agreement. Contractor further represents and warrants that all Work
shall be performed by qualified personnel in a professional manner, consistent with
industry standards, and that all services will conform to applicable specifications.
12. Acceptance of Services Not a 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(s) furnished under this
Agreement shall not in any way relieve Contractor of responsibility for the quality and
accuracy of the project. In no event shall any action by County hereunder constitute or be
construed to be a waiver by County of any breach of this Agreement or default which may
then exist on the part of Contractor, and County's action or inaction when any such
breach or default exists shall not impair or prejudice any right or remedy available to
County with respect to such breach or default. No assent expressed or implied, to any
breach of any one or more covenants, provisions or conditions of the Agreement shall be
deemed or taken to be a waiver of any other breach. Acceptance by the County of, or
payment for, the Work completed 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.
13. Insurance. Contractor must secure, before the commencement of the Work, the
following insurance covering all operations, goods, and services provided pursuant to this
Agreement, and shall keep the required insurance coverage in force at all times during the
term of the Agreement, or any extension thereof, and during any warranty period. For all
coverages, Contractor's insurer shall waive subrogation rights against County. Contractor shall
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provide coverage with limits of liability no less than those stated below. An excess liability
policy or umbrella liability policy may be used to meet the minimum liability requirements
provided that the coverage is written on a "following form" basis.
Acceptability of Insurers: Insurance is to 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. The County in no way warrants that the above -required minimum insurer
rating is sufficient to protect the Contractor from potential insurer insolvency.
Required Types of Insurance
Workers' Compensation and Employer's Liability Insurance as required by state
statute, oovering all of the Contractor's employees acting within the course and scope of
their employment. The policy shall contain a waiver of subrogation against the County.
This requirement shall not apply when a Contractor or subcontractor is exempt under
Colorado Workers' Compensation Act., AND when such Contractor or subcontractor
executes the appropriate sole proprietor waiver form.
Minimum Limits:
Coverage A (Workers' Compensation)
Coverage B (Employers Liability)
Commercial General Liability Insurance - Occurrence Form.
Statutory
$ 100,000
$ 100,000
$ 500,000
Policy shall include bodily injury, property damage, liability assumed under an Insured Contract.
The policy shall be endorsed to include the following additional insured language: "Weld
County, its elected officials, employees, associated and/or affiliated entities, successors,
or assigns, agents, and volunteers shall be named as additional insureds with respect to
liability arising out of the activities performed by, or on behalf of the Contractor."
Such policy shall include Minimum Limits as follows:
General Aggregate
Products/Completed Operations Aggregate
Each Occurrence Limit
Personal/Advertising Injury
Automobile Liability Insurance
$ 1,000,000
$ 1,000,000
$ 1,000,000
$ 1,000,000
Bodily Injury and Property Damage for any owned, hired, and non -owned vehicles used in the
performance of this Contract.
Such policy shall maintain Minimum Limits as follows:
Bodily Injury/Property Damage (Each Accident) $ 1,000,000
Professional Liability (Errors and Omissions Liability)
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The policy shall cover professional misconduct or lack of ordinary skill for those positions
defined in the Scope of Services of this contract. Contractor shall maintain limits for all
claims covering wrongful acts, errors and/or omissions, including design errors, if
applicable, for damage sustained by reason of or in the course of operations under this
Contract resulting from professional services. In the event that the professional liability
insurance required by this Contract is written on a claims -made basis, Contractor warrants
that any retroactive date under the policy shall precede the effective date of this Contract;
and that either continuous coverage will be maintained or an extended discovery period
will be exercised for a period of two (2) years beginning at the time work under this Contract
is completed.
Minimum Limits:
Per Loss
Aggregate
$ 1,000,000
$ 2,000,000
14. Proof of Insurance. Upon County's request, Contractor shall provide to County, for
examination, a policy, endorsement, or other proof of insurance as determined in County's
sole discretion. Provided information for examination shall be considered confidential, and
as such, shall be deemed not subject to Colorado Open Records Act (CORA) disclosure.
All insurers must be licensed or approved to do business within the State of Colorado, and
unless otherwise specified, all policies must be written on a per occurrence basis.
The Contractor shall provide the County with a Certificate of Insurance evidencing required
coverages, before commencing work or entering the County premises.
The Contractor shall furnish the County with certificates of insurance (ACCORD) form or
equivalent approved by the County as required by this Contract. The certificates for each
insurance policy are to be signed by a person authorized by that insurer to bind coverage
on its behalf. The Contractor shall name on the Certificate of Insurance "Weld County, its
successors or assigns; its elected officials, employees, agents, affiliated entities, and
volunteers as Additional Insureds" for work that is being performed by the Contractor.
On insurance policies where Weld County is named as an additional insured, the County
shall be an additional insured to the full limits of liability purchased by the Contractor even
if those limits of liability are in excess of those required by this Contract.
Each insurance policy required by this Agreement must be in effect at or prior to
commencement of work under this Agreement and remain in effect for the duration of the
project, and for a longer period of time if required by other provisions in this Agreement.
Failure to maintain the insurance policies as required by this Agreement or to provide
evidence of renewal is a material breach of contract.
All certificates and any required endorsement(s) shall be sent directly to the County
Department Representative's Name and Address. The project/contract number and
project description shall be noted on the Certificate of Insurance. The County reserves
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the right to require complete, certified copies of all insurance policies required by this
Agreement at any time, and such shall also be deemed confidential.
Any modification or variation from the insurance requirements in this Agreement shall be
made by the County Attorney's Office, whose decision shall be final. Such action will not
require a formal contract amendment but may be made by administrative action.
15. Additional Insurance Related Requirements. The County requires that all policies of
insurance be written on a primary basis, non-contributory with any other insurance
coverages and/or self-insurance carried by the County.
The Contractor shall advise the County in the event any general aggregate or other
aggregate limits are reduced below the required per occurrence limit. At their own expense,
the Contractor will reinstate the aggregate limits to comply with the minimum requirements
and shall furnish the County with a new certificate of insurance showing such coverage is
in force.
Commercial General Liability Completed Operations coverage must be kept in effect for up
to three (3) years after completion of the project. Contractors Professional Liability (Errors
and Omissions) policy must be kept in effect for up to three (3) years after completion of the
project.
Certificates of insurance shall state that on the policies that the County is required to be
named as an Additional Insured, the insurance carrier shall provide a minimum of 30 days
advance written notice to the County for cancellation, non -renewal, suspension, voided, or
material changes to policies required under this Agreement. On all other policies, it is the
Contractor's responsibility to give the County 30 days' notice if policies are reduced in
coverage or limits, cancelled or non -renewed. However, in those situations where the
insurance carrier refuses to provide notice to County, the Contractor shall notify County of
any cancellation, or reduction in coverage or limits of any insurance within seven (7) days
of receipt of insurer's notification to that effect.
The Contractor agrees that the insurance requirements specified in this Agreement do not
reduce the liability Contractor has assumed in the indemnification/hold harmless section of
this Agreement.
Failure of the Contractor to fully comply with these requirements during the term of this
Agreement may be considered a material breach of contract and may be cause for
immediate termination of the Agreement at the option of the County. The County reserves
the right to negotiate additional specific insurance requirements at the time of the contract
award.
16. Subcontractor Insurance. Contractor hereby warrants that all subcontractors providing
services under this Agreement have or will have the above -described insurance prior to
their commencement of the Work, or otherwise that they are covered by the Contractor's
policies to the minimum limits as required herein. Contractor agrees to provide proof of
insurance for all such subcontractors upon request by the County.
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17. No limitation of Liability. The insurance coverages specified in this Agreement are the
minimum requirements, and these requirements do not decrease or limit the liability of
Contractor. The County in no way warrants that the minimum limits contained herein are
sufficient to protect the Contractor from liabilities that might arise out of the performance of
the Work under by the Contractor, its agents, representatives, employees, or
subcontractors. The Contractor shall assess its own risks and if it deems appropriate and/or
prudent, maintain higher limits and/or broader coverages. The Contractor is not relieved of
any liability or other obligations assumed or pursuant to the Contract by reason of its failure
to obtain or maintain insurance in sufficient amounts, duration, or types. The Contractor
shall maintain, at its own expense, any additional kinds or amounts of insurance that it may
deem necessary to cover its obligations and liabilities under this Agreement.
18. Certification of Compliance with Insurance Requirements. The Contractor stipulates
that it has met the insurance requirements identified herein. The Contractor shall be
responsible for the professional quality, technical accuracy, and quantity of all services
provided, the timely delivery of said services, and the coordination of all services rendered
by the Contractor and shall, without additional compensation, promptly remedy and correct
any errors, omissions, or other deficiencies.
19. Mutual Cooperation. The County and Contractor shall cooperate with each other in the
collection of any insurance proceeds which may be payable in the event of any loss,
including the execution and delivery of any proof of loss or other actions required to effect
recovery.
20. Indemnity. The Contractor shall indemnify, hold harmless and, not excluding the County's
right to participate, defend the County, its officers, officials, agents, and employees, from
and against any and all liabilities, claims, actions, damages, losses, and expenses including
without limitation reasonable attorneys' fees and costs, (hereinafter referred to collectively
as "claims") for bodily injury or personal injury including death, or loss or damage to tangible
or intangible property caused, or alleged to be caused, in whole or in part, by the negligent
or willful acts or omissions of Contractor or any of its owners, officers, directors, agents,
employees or subcontractors. This indemnity includes any claim or amount arising out of
or recovered under Workers' Compensation Law or arising out of the failure of the
Contractor to conform to any statutes, ordinances, regulation, judicial decision, or other law
or court decree. It is the specific intention of the parties that the County shall, in all
instances, except for claims arising solely from the negligent or willful acts or omissions of
the County, be indemnified by Contractor from and against any and all claims. It is agreed
that the Contractor will be responsible for primary loss investigation, defense, and judgment
costs where this indemnification is applicable. In consideration of the award of this contract,
the Contractor agrees to waive all rights of subrogation against the County, its officers,
officials, agents, and employees for losses arising from the work performed by the
Contractor for the County. The Contractor shall be fully responsible and liable for any and
all injuries or damage received or sustained by any person, persons, or property on account
of its performance under this Agreement or its failure to comply with the provisions of the
Agreement.
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A failure of Contractor to comply with these indemnification provisions shall result in
County's right but not the obligation to terminate this Agreement or to pursue any other
lawful remedy.
21. Non -Assignment. Contractor may not assign or transfer this Agreement or any interest
therein or claim thereunder, without the prior written approval of County. Any attempts by
Contractor to assign or transfer its rights hereunder without such prior approval by County
shall, at the option of County, automatically terminate this Agreement and all rights of
Contractor hereunder. Such consent may be granted or denied at the sole and absolute
discretion of County.
22. Examination of Records. To the extent required by law, the Contractor agrees that a duly
authorized representative of County, including the County Auditor, shall have access to and
the right to examine and audit any books, documents, papers and records of Contractor,
involving all matters and/or transactions related to this Agreement. Contractor agrees to
maintain these documents for three years from the date of the last payment received.
23. 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 Govemmental actions.
24. Notices. County may designate, prior to commencement of Work, its project representative
("County Representative") who shall make, within the scope of his or her authority, all
necessary and proper decisions with reference to the project. All requests for contract
interpretations, change orders, and other clarification or instruction shall be directed to
County Representative. All notices or other communications made by one party to the other
concerning the terms and conditions of this contact shall be deemed delivered under the
following circumstances:
a) personal service by a reputable courier service requiring signature for receipt; or
b) five (5) days following delivery to the United States Postal Service, postage prepaid
addressed to a party at the address set forth in this contract; or
c) electronic transmission via email at the address set forth below, where a receipt or
acknowledgment is required and received by the sending party; or
Either party may change its notice address(es) by written notice to the other. Notice may
be sent to:
TO CONTRACTOR:
Name:
Position:
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Address:
Address:
E-mail:
Phone:
TO COUNTY:
Name: Jamie Ulrich
Position: Director
Address: P.O. Box A
Address: Greeley, Colorado 80632
E-mail: julrichaweld.gov
Phone: (970) 400-6510
25. Compliance with Law. Contractor shall strictly comply with all applicable federal and State
laws, rules and regulations in effect or hereafter established, including without limitation,
laws applicable to discrimination and unfair employment practices.
26. Health Insurance Portability & Accountability Act of 1996 ("HIPAA"). Federal law
governing the privacy of certain health information requires a "Business Associate"
agreement between Contractor and the County. 45 CFR Section 164.504(e). Attached and
incorporated herein by reference as Exhibit A is a HIPAA Business Associate Agreement
for HIPAA compliance.
27. 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.
28. Entire Agreement/Modifications. This Agreement including the Exhibits attached hereto
and incorporated herein, contains the entire agreement between the parties with respect to
the subject matter contained in this Agreement. This instrument supersedes all prior
negotiations, representations, and understandings 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.
29. Fund Availability. Financial obligations of the County payable after the current fiscal year
are contingent upon funds for that purpose being appropriated, budgeted and otherwise
made available. Execution of this Agreement by County does not create an obligation on
the part of County to expend funds not otherwise appropriated in each succeeding year.
30. Employee Financial Interest/Conflict of Interest — C.R.S. §§24-18-201 et seq. and §24-
50-507. The signatories to this Agreement state that to their knowledge, no employee of
Weld County has any personal or beneficial interest whatsoever in the service or property
which is the subject matter of this Agreement. Contractor agrees that if Contractor was a
former employee of the Department of Human Services, or employs a former employee of
the Department of Human Services, that Contractor will also abide by applicable
requirements under C.R.S. 24-18-201 et seq.
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31. Survival of Termination. The obligations of the parties under this Agreement that by their
nature would continue beyond expiration or termination of this Agreement (including,
without limitation, the warranties, indemnification obligations, confidentiality and record
keeping requirements) shall survive any such expiration or termination.
32. Severability. If any term or condition of this Agreement shall be held to be invalid, illegal,
or unenforceable by a court of competent jurisdiction, 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.
33. Non -Waiver. 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 Contract, the monetary limitations
or any other rights, immunities, and protections provided by the Colorado Governmental
Immunity Act, §§24-10-101 et seq. as from time to time amended, or otherwise available to
the County, its subsidiary, associated and/or affiliated entities, successors, assigns; or its
elected officials, employees, agents, and volunteers.
34. Force Majeure. Neither the Contractor nor the County shall be liable for any delay in, or
failure of performance of, any covenant or promise contained in this Agreement, nor shall
any delay or failure constitute default or give rise to any liability for damages if, and only to
extent that, such delay or failure is caused by or results from acts beyond the impacted
Party's reasonable control, including without limitation, the following "force majeure" events
that frustrate the purpose of this Agreement: As used in this Agreement, "force majeure"
means acts of God, acts of the public enemy, unusually severe weather, fires, floods,
epidemics, quarantines, strikes, labor disputes and freight embargoes, government order
or law, action by any governmental authority, and other similar events beyond the
reasonable control of the impacted party, to the extent such events were not the result of,
or were not aggravated by, the acts or omissions of the non -performing or delayed party.
However, if force majeure occurs after the party delays performance, the party shall not be
exempted from liability. The Party affected by the force majeure shall make reasonable
efforts to reduce the consequences caused by the force majeure.
If the force majeure affects the performance of the contract, the party that is subject to force
majeure shall promptly notify the other party and submit to the other party a sufficient and
valid proof of force majeure within a reasonable period of time. Otherwise, the
corresponding liability shall not be waived.
35. 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.
11
36. Board of County Commissioners of Weld County Approval. This Agreement shall not
be valid until it has been approved by the Board of County Commissioners of Weld County,
Colorado or its designee.
37. Choice of Law/Jurisdiction. Colorado law, and rules and regulations established
pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this
Agreement. Any provision included or incorporated herein by reference which conflicts with
said laws, rules and/or regulations shall be null and void. In the event of a legal dispute
between the parties, Contractor agrees that the Weld County District Court shall have
exclusive jurisdiction to resolve said dispute.
38. No Employment of Unauthorized Aliens. Contractor certifies, warrants, and agrees that
it does not knowingly employ or contract with an unauthorized alien who will perform work
under this Agreement (see 8 U.S.C.A. §1324a and (h)(3)), nor enter into a contract with a
subcontractor that employs or contracts with an unauthorized alien to perform work under
this Agreement. Upon request, contractor shall deliver to the County a written notarized
affirmation that it has examined the legal work status of an employee and shall comply with
all other requirements of federal or state law, including employment verification
requirements contained within state or federal grants or awards funding public contracts.
Contractor agrees to comply with any reasonable request from the Colorado Department
of Labor and Employment in the course of any investigation.
If Contractor fails to comply with any requirement of this provision, County may terminate
this Agreement for breach, and if so terminated, Contractor shall be liable for actual and
consequential damages.
39. Attorney's Fees/Legal Costs. In the event of a dispute between County and Contractor
concerning this Agreement, the parties agree that each party shall be responsible for the
payment of attorney fees and/or legal costs incurred by or on its own behalf.
40. Binding Arbitration Prohibited. Weld County does not agree to binding arbitration by any
extra -judicial body or person. Any provision to the contrary in this Agreement or
incorporated herein by reference shall be null and void.
41. Acknowledgment. County and Contractor acknowledge that each has read this
Agreement, understands it and agrees to be bound by its terms. Both parties further agree
that this Agreement, with the attached Exhibits, is the complete and exclusive statement of
agreement between the parties and supersedes all proposals or prior agreements, oral or
written, and any other communications between the parties relating to the subject matter of
this Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed the Agreement as of the
day, month, and year first above written.
COUNTY:
12
BOARD OF COUNTY COMMISSIONERS
ATTEST: WELD COUNTY, COLORADO
Clerk to the Board
BY:
Deputy Clerk to the Board
Perry L. Buck, Chair
CONTRACTOR:
Name
Address
City, State Zip
By:
name, title
Date:
13
Exhibit A
HIPAA BUSINESS ASSOCIATE AGREEMENT
This Business Associate Agreement ("BAA") is entered into by and between the County and
the Contractor, referred to as "Business Associate", to set forth the terms and conditions
under which protected health infomiation ("PHI"), as defined by the Health Insurance
Portability and Accountability Act of 1996, Public Law 104-191, Regulations enacted
hereunder (HIPAA) , created or received by Business Associate on behalf of County may be
used or disclosed.
This BAA shall commence on the effective date outlined in Paragraph 3 of the Professional
Services Agreement and the obligations herein shall continue in effect so long as Business
Associate uses, discloses, creates or otherwise possesses or maintains any PHI created, or
received, maintained or transmitted on behalf of County and until all PHI created, received,
maintained or transmitted by Business Associate on behalf of County is destroyed or returned
to County pursuant to Paragraph 16 herein.
1. The following terms, if and when used in this BAA, shall have the same meaning as
those terms in the HIPAA Rules: Breach, Data Aggregation, Disclosure, Health Care
Operations, Individual, Minimum Necessary, Notice of Privacy Practices, Protected
Health Information, Required by Law, Secretary, Security Incident, Subcontractor,
Unsecured Protected Health Information, and Use.
a. Business Associate. "Business Associate" shall generally have the same
meaning as the term "business associate" at 45 CFR 160.103.
b. Covered Entity. "Covered Entity" shall generally have the same meaning as the
term "covered entity" at 45 CFR 160.103.
c. HIPAA Rules. "HIPAA Rules" shall mean the Privacy, Security, Breach
Notification, and Enforcement rules at 45 CFR Part 160 and Part 164.
2. County and Business Associate hereby agree that Business Associate shall be
permitted to use and/or disclose PHI created, received, maintained or transmitted on
behalf of County in accordance with this BAA. The permitted uses and disclosures, as
may be outlined in a contract or Memorandum of Understanding, must be within the
scope of, and necessary to achieve, the obligations and responsibilities of the
Business Associate in performing on behalf of, or providing services to, County, or as
Required by Law. Business Associate may not use or disclose PHI in a manner that
would violate Subpart E of 45 CFR Part 164 if done by County except for the specific
uses and disclosures set forth herein.
3. Business Associate acknowledges Business Associate is required by law to comply
with the HIPAA Security Rule (45 CFR 164.302 through 164.318), the use and
disclosure provisions of the HIPAA Privacy Rule and the Health Information
Technology for Economic and Clinical Health Act (HITECH). To the extent Business
Associate is to carry out one or more of County's obligations under Subpart E of 45
CFR Part 164, Business Associate hereby agrees to comply with the requirements of
Subpart E that apply to County in the performance of such obligations.
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4. Business Associate may use and disclose PHI created or received by Business
Associate on behalf of County if necessary for the proper management and administration
of Business Associate or to carry out Business Associate's legal responsibilities,
provided that:
a. Any disclosure is required by law; or
b. Business Associate obtains reasonable assurances from the person to whom
the PHI is disclosed that (i) the PHI will be held confidentially and used or
further disclosed only as required by law or for the purpose for which it was
disclosed to the person; and (ii) the Business Associate will be notified of any
instances of which the person is aware in which the confidentiality of the
information is breached.
5. Business Associate hereby agrees to maintain the security and privacy of all PHI in a manner
consistent with state and federal laws and regulations, including HIPAA, HITECH, 42
CFR Pt. 2 if applicable, and all other applicable laws.
6. Business Associate shall ensure that any subcontractors that create, receive,
maintain, or transmit PHI on behalf of the Business Associate agree to the same
restrictions, conditions, and requirements that apply to the Business Associate with
respect to such information. Business Associate shall not disclose PHI created or
received by Business Associate on behalf of County to a person, including any agent
or subcontractor of Business Associate but not including a member of Business
Associate's own workforce, until such person agrees in writing to be bound by
provisions not less restrictive than this BAA and applicable state or federal law.
7. Business Associate shall not disclose PHI to any member of its workforce unless
Business Associate has advised such person of Business Associate's privacy and
security obligations under this Agreement, including the consequences for violation of
such obligations. Business Associate shall take appropriate disciplinary action against
any member of its workforce who uses or discloses PHI in violations of this Agreement
and applicable law, in addition to meeting its reporting obligations owed to County
hereunder.
8. Business Associate represents and warrants that it will use and disclose PHI in
accordance with the Privacy Rule's "minimum necessary" standards by taking
reasonable steps to limit uses and disclosures to the minimum amount of PHI required
in accomplishing the intended purpose and consistent with the County's minimum
necessary policies and procedures. Business Associate agrees to use appropriate
safeguards to prevent use or disclosure of PHI not permitted by this Agreement or
applicable law.
9. Business Associate agrees to maintain a record of its disclosures of PHI, including
disclosures not made for the purposes of this Agreement. Such record shall include the
date of the disclosure, the name and, if known, the address of the recipient of the PHI, the
name of the individual who is the subject of the PHI, a brief description of the PHI
disclosed, and the purpose of the disclosure consistent with enabling County to meet its
15
accounting of disclosure obligations under the HIPAA Rules. Business Associate shall
make such record available to County within thirty (30) days of a request and shall
include disclosures made on or after the date which is six (6) years prior to the
request.
Business Associate shall not be required to maintain a record of disclosures of PHI
made for the following purposes, unless such discbsures become mandatory for
accounting of disclosure purposes under HIPAA:
a. For the purpose of treatment, payment or health care operations (as those
terms are defined under HIPAA);
b. To an individual who is the subject of the PHI; and
c Pursuant to an Authorization which is valid under HIPAA.
10. Business Associate agrees to report to County any unauthorized use or disclosure of
PHI by Business Associate or its workforce or subcontractors within ten (10) days and
the remedial/mitigating action taken or proposed to be taken with respect to such use
or disclosure and account for such disclosure.
11. In the event of a or Security Incident involving the County's PHI, Business Associate
shall provide County a report including patient name, contact information,
nature/cause of the breach, PHI breached and the date or period of time during which
the breach occurred. Business Associate understands that such a report must be
provided to County within ten (10) days from the date of the breach or the date the
breach should have been known to have occurred, or as soon as possible upon
discovery (not to exceed 10 days from the date of the breach/breach discovery).
Business Associate is responsible for any actual and direct costs related to notification
of individuals or next of kin (if the individual is deceased) of any successful Security
Incident or Breach reported or caused by Business Associate to County.
12. Business Associates agrees to make its intemal practices, books, and records relating
to the use and disclosure of PHI received from County or created or received by
Business Associate on behalf of County, available to the Secretary of the United
States Department of Health and Human Services, for purposes of determining the
County's and/or Business Associate's compliance with HIPAA.
13. Within ten (10) days of a written request by County, Business Associate shall allow a
person who is the subject of PHI, such person's legal representative, or County to
have access to and to copy such person's PHI maintained by Business Associate.
Business Associate shall provide PHI in the format requested by such person, legal
representative, or County unless it is not readily producible in such format, in which
case it shall be produced in standard hard copy format. Business Associate shall
forward any request for access to PHI by an individual to County promptly upon receipt
thereof.
14. Business Associate agrees to amend, pursuant to a request by County, PHI
maintained and created or received by Business Associate on behalf of County.
Business Associate further agrees to complete such amendment within ten (10) days
16
of a written request by County, and to make such amendment as directed by County.
Business Associate shall forward any request for amendment by an individual to
County promptly upon receipt thereof.
15. County shall notify Business Associate of any changes in, or revocation of, the
permission by an individual to use or disclose his or her PHI, to the extent that such
changes may affect Business Associate's use or disclosure of PHI.
16.1n the event Business Associate fails to perform its obligations under this Agreement,
County may, at its option:
a. Require Business Associate to submit to a plan of compliance, including
monitoring by County and reporting by Business Associate, as County, in its
sole discretion, determines necessary to maintain compliance with this
Agreement and applicable law. Such plan shall be incorporated into this
Agreement by amendment hereto;
b. Require Business Associate to mitigate any loss occasioned by the
unauthorized disclosure or use of PHI; and
c. Immediately discontinuing providing PHI to Business Associate with or without
written notice to Business Associate.
17. County may immediately terminate this and related agreements if County determines
that Business Associate has breached a material term of this Agreement. Alternatively,
County may choose to: (i) provide Business Associate with ten (10) days written notice
of the existence of an alleged material breach and (ii) afford Business Associate an
opportunity to cure said alleged material breach to the satisfaction of County within ten
(10) days of receipt of notice. Business Associate's failure to cure shall be grounds for
immediate termination of this BAA. County's remedies under this BAA are cumulative
and the exercise of any remedy shall not preclude the exercise of any other.
18.After termination or expiration of the Underlying Agreement for any reason, Business
Associate with respect to PHI received created or maintained from or on behalf
County, shall: (i) retain only that PHI which is necessary for Business Associate to
continue its proper management and administration or to carry out its legal
responsibilities; (ii) destroy (subject to the Underlying Agreement) the remaining PHI
that the Business Associate still maintains in any form; and (iii) not use or disclose the
PHI retained by Business Associate other than for the purposes for which such PHI
was retained and subject to the same conditions set out in this BAA which applied
before termination. If the destruction of the PHI is not feasible, in Business Associate's
discretion, Business Associate shall notify County of the reasons destruction is not
feasible and Business Associate shall continue to for as long as Business Associate
retains the PHI. This section shall survive termination of this BAA.
19. Upon termination of this BAA for any reason, Business Associate, with respect to PHI
received from County, or created, maintained, transmitted, or received by Business
Associate on behalf of County, shall:
a. Retain only that PHI which is necessary for Business Associate to continue its
17
proper management and administration or to carry out its legal responsibilities.
b. Return to County the remaining PHI that the Business Associate still maintains
in any form or destroy said PHI.
c. Continue to use appropriate safeguards and comply with Subpart C of 45 CFR
part 164 with respect to electronic protected health information to prevent use
or disclosure of the PHI, other than as provided for in this Section, for as long
as Business Associate retains the PHI.
d. Not use or disclose the PHI retained by Business Associate other than for the
purposes for which such PHI was retained and subject to the same conditions
which applied prior to termination.
e. Return to County or destroy the PHI retained by Business Associate when it is
no longer needed by Business Associate for its proper management and
administration or to carry out its legal responsibilities. The provisions of this
section shall survive the BAA's termination.
20. The parties agree to amend this Agreement in order to maintain compliance with State
or Federal law. County shall provide ten (10) days prior written notice to Business
Associate of a need to amend the BAA and propose such amendments for Business
Associate's consideration. Upon written agreement between the parties, such
amendment shall be binding upon the parties. Either party may elect to terminate the
BAA and any underlying service agreement(s) if an amendment is not able to be
agreed upon within a reasonable timeframe from an amendment's commencement. All
duties hereunder to maintain the security and privacy of PHI shall survive such
termination. County and Business Associate may otherwise amend this Agreement by
mutual written consent.
21. To the fullest extent permitted by law, each party (the "Indemnifying Party") shall
indemnify the other party, and its officers, directors, employees and agents
(collectively the "Indemnified Parties"), against any and all claims brought by or directly
resulting from third parties, including reasonable attorneys' fees (the "Third Party
Losses"), to the extent Third Party Losses are proximately caused by a breach of this
BAA by the Indemnifying Party, each by the Indemnifying Party or its employees,
directors, officers, subcontractors, and agents. The Indemnifying Party shall have the
right to control the defense or settlement of such third -party claim, subject to the
reasonable participation of, and approval by, the Indemnified Parties of any such
settlement or defense strategy. The foregoing indemnification shall not apply to the
extent such claims arise out of (i) the Indemnified Party's negligence or willful
misconduct, or (ii) the negligence or willful misconduct of any subcontractor or agent
other than Business Associate under the Indemnified Party's control.
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EXHIBIT B
SCOPE OF SERVICES
Contractor will provide Services, as referred by the County.
1. (Service 1)
a. Contractor will utilize the following modalities, curriculum, and tools in the
delivery of services under this agreement:
i.
b. Anticipated Frequency of Services:
i.
c. Anticipated Duration of Services:
i.
d. Goals of Services:
i.
e. Outcomes of Services:
i.
f. Target Population:
i.
g. Language:
i.
h. Medicaid Eligibility:
i.
i. Service Access and Transportation:
i.
Terms
1. Contractor understands and will comply with all aspects of the referral
authorization, billing and tracking requirements as set forth by the County.
Failure to comply with all aspects may result in a forfeiture of payment.
2. Contractor agrees to receive referrals for services through e-mail and will provide
an identified e-mail address prior to the start of this Agreement. Contractor
acknowledges that services are not authorized until the Contractor has received
an authorized referral form from the County. Contractor further acknowledges
that services provided prior to the authorized start date or outside the scope of
services on the referral form will not be eligible for reimbursement.
3. Contractor will respond to the Mental Health and Support Services Team
CWServiceReferralOweld.gov within three (3) business days regarding the
ability to accept the received referral.
4. Upon acceptance of a referral, Contractor will offer an initial appointment within
seven (7) days of receiving the referral. The first attempt to contact the client will
occur within 24 hours of receiving the referral (excluding weekends and
holidays). Contractor will document efforts to engage client in referred services.
If the client does not respond after three (3) attempts in the first seven (7) days of
the referral period, the Contractor will notify the caseworker and the Mental
Health and Support Services Team (HS-CWServiceReferralOweld.gov) and
the Home Study Supervisor.
5. Contractor acknowledges that any and all modifications to an existing referral
must be approved through the Mental Health and Support Services Team (HS-
CWServiceReferralOweld.gov) and the Home Study Supervisor. No other
County staff or other party to the case may authorize services or modifications to
services.
6. Contractor understands that "no shows" are defined as unexcused and
unplanned/uncommunicated absences for services. If a rate for "no shows" is
not specifically stated in Exhibit D, Rate Schedule, then Contractor understands
that the County will not reimburse for "no-shows". Contractor understands that
the County will only reimburse Contractor for up to two (2) "no-shows" on the part
of case participants who cancel without 24 -hour notice. After three (3) "no-
shows", Contractor will place client on a behavioral plan requiring attendance or
discharge the client from services. Contractor must inform the caseworker and
the Mental Health and Support Services Team (HS-
CWServiceReferralOweld.gov) and the Home Study Supervisor, within three
(3) days of when the client is placed on a behavioral plan or discharged
7. Contractor understands that the County will not reimburse Contractor for
cancelled appointments either on the part of the client or the Contractor. If the
cancellation is generated from the Contractor, a "makeup" session/episode, to
occur within 30 days of the cancellation, will be offered to the client (excluding
session/episodes that fall on holidays). If the cancellation is generated from the
client, the Contractor must request a makeup session from the County prior to
the makeup session occurring (excluding session/episodes that fall on holidays).
After three (3) cancellations, Contractor will inform the caseworker, Home Study
Supervisor, and the Mental Health and Support Services Team (HS-
CWServiceReferral(caweld.gov) immediately via email, to discuss service
continuation.
8. Contractor will identify, in detail, areas of continued concern and make
recommendations to the caseworker in a monthly report regarding continuation of
services and/or the need for additional services.
9. Contractor will submit reports on a monthly basis for each active referral for
ongoing services. Reports will be submitted per the online format required by the
County, unless otherwise directed by the County.
10. Contractor will document in detail any and all observed or verbalized concerns
regarding any child whom the Contractor is working with under an active referral.
Areas of concern may include, but are not limited to, any physical, emotional,
educational or behavioral issues. Areas of concern should be reported to the
caseworker, Home Study Supervisor, and the Mental Health and Support
Services Team HS-CWServiceReferral(a)weld.gov immediately AND on the
required monthly report.
11. Contractor agrees any change to an existing referral must be pre -approved
through the Child Welfare Core Service Coordinator, Home Study Supervisor, or
any member of the Mental Health and Support Services Team. Any changes to
Family Time referrals will be approved by a new referral signed by the Child
Welfare Supervisor. Any changes to home study referrals will be approved by a
new referral signed by the Home Study Supervisor. A change is defined as
anything outside of the approved documented service on the initial authorized
referral form. This may include an increase or decrease in services hours,
change in frequency, change in location of services, transportation needs, or any
change to the initial referral or subsequent authorizations.
12. Contractor agrees to attend meetings when available and as requested by the
County. Such meetings include Court Facilitations, Bid Meetings, Professional
Staffings, Family Team Meetings and/or Team Decision Making meetings. The
County will reimburse for actual participation in the meeting only so long as there
is written authorization from the Mental Health and Support Services Team, and
the facilitator documents in the meeting notes the timeframe that the provider
attended and when participation in the meeting is deemed appropriate and
necessary by the County. The Facilitator will be responsible for filling out the
time attended on the meeting notes. Staffings and/or meetings other than those
listed above are not considered reimbursable unless otherwise approved by the
Mental Health and Support Services Team or. Contractor may participate by
phone or virtually, if approved by the County.
13.On a monthly basis, the Contractor will notify the Mental Health and Support
Services Team (HS-CWServiceReferral@weld.gov) of new staff who will
manage and/or administer the services with the following information:
a. Staff member name and contact information
b. Education level/degree (if applicable)
c. Licensure/credentials (if applicable)
d. Department of Regulatory Authority (DORA) number (if applicable)
e. Supervisor name and contact information
The County reserves the right to decline the new staff members managing
and/or administering services to County clients.
14. Compliance with Child and Family Services Review
The Child and Family Services Review (CFSR) examines child welfare service
outcomes in three areas; Safety, Permanency and Well Being of families. For
each outcome, data and performance indicators measure each state's
performance according to national standards and monitor progress over time.
Following the review, a Program Improvement Plan (PIP) will be implemented for
the state to enhance services to families.
Contractor agrees to continually strive for positive outcomes in the areas of
Safety, Permanency and Well Being. Contractor will ensure that any employee
or subcontractor of Contractor providing services under this Agreement will work
towards positive outcomes in the aforementioned three areas as outlined under
the Child and Family Services Review (CFSR) and will address the
aforementioned three areas when completing monthly or home study reports as
required by Paragraph 9 of this Exhibit.
15. Certification
Contractor certifies that, at the time of entering into this Agreement, it has
currently in effect all necessary licenses, approvals, insurance, etc., required to
properly provide the services and/or supplies covered by this Agreement. Copies
of all necessary licenses shall be provided to the County by the Contractor prior
to the start of any Agreement.
16. Trainin
Contractor may be required to attend training at the request of the County
specific to services provided under this Agreement. The County will not
compensate the Contractor for said training in the form of registration fees, time
spent traveling to and from training, attending the training or any other associated
costs unless otherwise agreed to by the County.
17. Subpoenas
Contractor will, on behalf of its employees and/or officers, accept any subpoena
for testimony from the Weld County Attorney's Office by e-mail and will return a
waiver of services within 72 business hours. For this purpose, Contractor will
designate an e-mail address prior to the start of this Agreement. If the Contractor
reoeives a subpoena via e-mail but will only accept personal service, the
Contractor will contact the Weld County Attorney's Office immediately at (970)
336-7235 and advise that the subpoena must be personally served.
18. Monitoring and Evaluation
Contractor and the County agree that monitoring and evaluation of the
performance of this Agreement shall be conducted by the Contractor and the
County. The results of the monitoring and evaluation shall be provided to the
Board of Weld County Commissioners, the County, and the Contractor.
Contractor will collaborate in a timely manner with the County to resolve issues
pertaining to service delivery, service quality, documentation, and invoicing
during referral period and after services have concluded. The Contractor will
require clients to sign releases of information. Contractor understands that the
County will not reimburse for services rendered to County clients until releases of
information are obtained.
Contractor shall permit the County, and any other duly authorized agent or
governmental agency, to monitor all activities conducted by the Contractor
pursuant to the terms of this Agreement. The monitoring agency may, if in its
sole discretion deems necessary or appropriate, have access to any program
data, special analyses, on -site checking, formal audit examinations, or any other
reasonable procedures for purposes of monitoring. All such monitoring shall be
performed in a manner that will not unduly interfere with the work conducted
under this Agreement.
19. Credentialinq Criteria
Contractor and its employee(s) and sub-contractor(s) shall remain in good
standing with the Colorado Department of Regulatory Affairs (DORA) and may
not, at any time during the term of this contract, be listed as excluded or debarred
in the System for Award Management (SAM).
Contractor shall ensure that all employees/subcontractors who provide services
to clients under this contract meet the credentials/qualifications specific to the
County's identified credentialing standards and C.R.S Title 12, Article 43 and in
the Social Services Manual Volume 7.000.6(M) (12 CCR 2509-4). The County
has the right to approve Contractor's employees/subcontractors who will be
performing services under this contract prior to the commencement of the work
and shall have the right to review the employee(s)'/subcontractor(s)' employment
files prior to granting approval. Contractor must retain copies of employee
credentialing qualifications and background checks in personnel files and make
such records available to the County Representative upon request.
Contractor shall obtain reference and background checks, including fingerprint -
based police (CBI and/or FBI) checks (if required by statute or regulation or if
there will be unsupervised contact with children), checks of County records, and
Sexual Offender Registry checks and receive, at minimum, preliminary results
before assigning/hiring employees/subcontractors to perform under this contract.
If the County becomes dissatisfied with Contractor's
employee(s)/subcontractor(s), the County will notify Contractor of its concerns
about the employee(s)/subcontractor(s). Disciplinary measures, if any, will be the
sole responsibility of Contractor. However, if the concerns/issues cannot resolve
to the County's satisfaction, Contractor's employee(s)/subcontractor(s) may not
be allowed to provide services under this contract. The County reserves the right
to review all Contractor's or Sub -Contractors background checks. It is the
responsibility of the Contractor to notify the County of results of background
checks.
EXHIBIT C
RATE SCHEDULE
1. Funding and Method of Payment
The County agrees to reimburse the Contractor in consideration of the work and
services performed under this Agreement at the rate(s) specified below in
Paragraph 2, Fees for Services.
Expenses incurred by the Contractor prior to the term of this Agreement are not
eligible County expenditures and shall not be reimbursed by the County.
For services funded through Core Services, Contractor agrees to accept
reimbursement through ACH direct deposk one time per month. If Contractor is
not currently set up with the State of Colorado to accept direct deposit,
Contractor agrees to complete and submit a State of Colorado direct deposit
enrollment form, which will be provided by the County, with a voided check,
deposit slip or bank letter. Failure to complete and submit this form and voided
check in a timely and accurate manner may result in a delay of payment.
For services not funded through Core Services; Contractor agrees to accept
payment through County Warrant when funding source does not allow for direct
deposit.
Payment pursuant to this Agreement, whether in whole or in part, is subject to
and contingent upon the continuing availability of said funds for the purposes
hereof. In the event that said funds, or any part thereof, become unavailable as
determined by the County, the County may immediately terminate the Agreement
or amend it accordingly.
2. Fees for Services
Rate
Unit
Type
Service Name
3. Request for Reimbursement and Supporting Documentation
Contractor shall submit all Requests for Reimbursement and supporting
documentation to the County by the 7th day of the month following the month of
service, but no later than 45 days from the date of service for each client
receiving ongoing services. Contractor shall prepare and submit monthly a
Request for Reimbursement and monthly report including other supporting
documentation, if applicable, certifying that services authorized were provided on
the date(s) indicated and the charges were made pursuant to the terms and
conditions of Paragraph 3 of this Agreement. Monthly reports will be submitted
through the County's online reporting system, unless otherwise directed or
agreed to by the County. Monthly reports for ongoing services must include the
following information, entered in the "Narrative" box for each date of service:
a. Time(s) of service (i.e. 2-4pm)
b. Location of where the service took place (i.e. clinician's office, client's
home, in the community.)
c. Clinician/therapist name
d. What interventions were used, recommendations and/or goals
discussed, progressions towards goals, and client engagement.
e. For mileage reimbursement, if applicable, the mileage accumulated
minus roundtrip mileage that is included in the rate, starting location,
and ending location.
f. Any and all safety concerns.
When submitting a Request for Reimbursement for a one-time service, the
contractor shall submit the first and last page of the evaluation/report to confirm
proof of services rendered. The full evaluation/report should be submitted by the
contractor to the caseworker.
For Monitored Sobriety services, proof of services rendered shall be the test
result.
Requests for Reimbursement and/or supporting documentation received after the
7th day of the month may delay payment. Requests for Reimbursement and/or
supporting documentation received after 45 days from the date of service may
result in delay or forfeiture of payment. Consistent failure to meet the 45 -day
deadline may result in termination of the Agreement.
4. Payment
The County and the Contractor agree that all benefits from private insurance
and/or other funding sources such as Medicaid (if Contractor is a Medicaid
eligible provider) or Victim's Compensation must be exhausted before Core
Services or other County funds can be accessed for services. Exceptions to this
Paragraph may include, if approved by the County, the following: The service
being provided by the contractor is not a Medicaid eligible service;
a. The service is not deemed medically necessary;
b. The Court with jurisdiction over the case has ordered that a non -
Medicaid provider or service be used;
c. A Medicaid provider is not available to provide the needed service;
d. Medicaid is exhausted for the needed service; or
e. Medicaid denied service.
f. The client is not eligible for Medicaid.
The County may withhold reimbursement if Contractor has failed to comply with
any part of the Agreement, including the Financial Management requirements,
program objectives, contractual terms, or reporting requirements. In the event of
forfeiture of reimbursement, Contractor may appeal such circumstance in writing
to the Director of Human Services. The decision of the Director of Human
Services shall be final.
5. Remedies
The Director of Human Services or designee may exercise the following remedial
actions should s/he find the Contractor substantially failed to satisfy the scope of
work found in this Agreement. Substantial failure to satisfy the scope of work
shall be defined to mean incorrect or improper activities or inaction by the
Contractor. These remedial actions are as follows:
a. Withhold payment to the Contractor until the necessary services or
corrections in performance are satisfactorily completed.
b. Deny payment or recover reimbursement for those services or
deliverables, which have not been performed and which due to
circumstances caused by the Contractor cannot be performed or if
performed would be of no value to the County. Denial of the amount of
payment shall be reasonably related to the amount of work or
deliverables lost to the County.
Incorrect payment to the Contractor due to omission, error, fraud, and/or
defalcation shall be recovered from Contractor by deduction from subsequent
payments under this Agreement or other agreements between the County and
Contractor, or by the County as a debt due to the County or otherwise as
provided by law.
6. Financial Management
At all times from the effective date of the Agreement until completion of the
Agreement, Contractor shall comply with the administrative requirements, cost
principles and other requirements set forth in the Financial Management Manual
adopted by the State of Colorado. The required annual audit of all funds
expended under this Agreement must conform to the Single Audit Act of 1984
and OMB Circular A-133.
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