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Home My WebLink About20232252.tiffCheryl Hoffman /0 7.39 iih,6-,A,„/,cz- From: Sent: To: Subject: Thank you Sonja Kohlgraf Friday, September 15, 2023 7:18 AM Cheryl Hoffman RE: Fast Tracked Contract ID (7391) Sonja Kohlgraf, MBA Finance Manager Weld County Sheriff's Office Ph: 970-400-2872 Original Message From: Cheryl Hoffman <choffman@weld.gov> Sent: Friday, September 15, 2023 7:17 AM To: Sonja Kohlgraf <skohlgraf@weld.gov> Subject: FW: Fast Tracked Contract ID (7391) Perfect! This is the confirmation we received on your fast tracked contract - Wellpath Cheryl L. Hoffman Deputy Clerk to the Board 1150 O Street/P.O. Box 758 Greeley, CO 80632 Tel: (970) 400.4227 choffman@weld.gov Original Message From: noreply@weldgov.com <noreply@weldgov.com> Sent: Thursday, September 14, 2023 4:46 PM To: CM-ClerktoBoard <CM-ClerktoBoard@co.weld.co.us>; Michael Knee <mknee@weld.gov>; Sonja Kohlgraf <skohlgraf@weld.gov>; CM-Sheriff-DeptHead <CM-Sheriff-DeptHead@co.weld.co.us> Subject: Fast Tracked Contract ID (7391) Contract # 7391 has been Fast Tracked to CM -Contract Maintenance. You will be notified in the future based on the Contract information below: Entity Name: WELLPATH LLC Contract Name: 2023 WELLPATH INMATE MEDICAL SERVICES CONTRACT - TERM 3YRS AUG 2026 Contract Amount: $7,625,829.00 Contract ID: 7391 Contract Lead: MKNEE Department: SHERIFF Review Date: 5/1/2026 Renewable Contract: YES Renew Date: 7/31/2026 Expiration Date: Tyler Ref #: Thank -you oto, " - „2,5141- p20,23 -ate' DocuSign Envelope ID: 79E58A5E-E353-4D44-9E00-14EB4E562961 PROFESSIONAL SERVICE AGREEMENT FOR INMATE MEDICAL SERVICES BETWEEN WELD COUNTY AND WELLPATH LLC THIS AGREEMENT is made and entered into this 2nd day of August, 2023, by and between the Board of Weld County Commissioners, on behalf of the WELD COUNTY SHERIFF'S OFFICE, hereinafter referred to as "County," and WELLPATH LLC, 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, skill, expertise, and experience necessary to provide the services as set forth below. 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 based upon order of attachment. Exhibit A consists of County's Request for Bid (RFB) or Request for Proposal (RFP) as set forth in Bid Package No. B2300144. Exhibit B consists of Contractor's Response to County's Request. 2. Service or Work. Contractor agrees to procure the materials, equipment and/or products necessary for the Work and agrees to diligently provide all services, labor, personnel and materials necessary to perform and complete the Work described in the attached Exhibits. All services performed under this Agreement will be consistent with and performed under "medical standards of care" in the health care industry. Contractor shall further be responsible for timely completion. County agrees and acknowledges that Contractor may freely use existing Matrix staff (e.g., overtime), tele-professionals, agency personnel, and PRN in furtherance of its performance based objectives under this Agreement. Open positions must be filled as soon as possible. If any particular position is not filled within 30 days from vacancy, this alone will not be considered a breach of this agreement. 3. Term. The term of this Agreement begins upon the date of the mutual execution of this e,,k-A44-4t,„ a6:661/ittk) 8--za�� S/zy/z3 50 O0� DocuSign Envelope ID: 79E58A5E-E353-4D44-9E00-14EB4E562961 Agreement for an initial term of three (3) years and may be extended for two (2) consecutive years and shall continue through and until Contractor's completion of the responsibilities described in the attached Exhibits. This Agreement may be extended upon mutual written agreement of the Parties. 4. Termination; Breach; Cure. Either Party may terminate this Agreement for its own convenience upon one hundred and twenty (120) days written notice to the other Party. Either Party may terminate this Agreement upon material breach of the other party, however the breaching party shall have fifteen (15) days after receiving such written notice to cure such breach. If either party fails to fulfill its obligations under this Agreement in a timely and proper manner, or if either party violates any material covenant, agreement, or stipulation of the Agreement, or fails to cure such breach within fifteen (15) days of"notice to cure", the party shall thereupon have the right to terminate the Agreement by giving written notice to the other party of termination which will occur no less than 30 calendar days after the date of "notice to terminate". The notice shall specify the effective date of the termination, and the reasons therefore, unless the party to whom notice is given cures the breach to the satisfaction of the party giving notice prior to the effective date of termination. Notwithstanding the above, the Provider shall not be relieved of liability to the County for damages sustained by the County by virtue of any breach of Agreement by the Provider. Upon termination, County shall take possession of all materials, equipment, tools and facilities owned by County which Contractor is using, by whatever method it deems expedient; and, Contractor shall deliver to County all drawings, drafts, or other documents it has completed or partially completed under this Agreement, together with all other items, materials and documents which have been paid for by County, and these items, materials and documents shall be the property of County. Copies of work product that is incomplete at the time of termination shall be marked "DRAFT -INCOMPLETE." If this Agreement is terminated by County, Contractor shall be compensated for, and such compensation shall be limited to, (I) 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 2 DocuSign Envelope ID: 79E58A5E-E353-4D44-9E00-14EB4E562961 is in fact any such unjust enrichment, shall be the basis of any increase in the compensation payable for such additional services or work performed. In the event that written authorization and acknowledgment by the County for any 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. 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 Amendment to this agreement. Any claims by the Contractor for adjustment hereunder must be made in writing prior to performance of any work covered in any anticipated Amendment, unless approved and documented otherwise by the County Representative. Any change in work made without such prior Amendment shall be deemed covered in the compensation and time provisions of this Agreement, unless approved and documented otherwise by the County Representative. 6. Compensation and Monthly Invoicing/Payment. Upon Contractor's successful completion of the Work, and County's acceptance of the same, County agrees to pay Contractor $7,613,468.00 ("Total Annual Price"), and any amount in excess of CAPS outlined in attached Exhibits. Monthly Invoices: Contractor will invoice by the first day of the month services are to be performed with Payment to be made within thirty (30) days after the invoice date. Contractor will submit a monthly invoice to County for 1/12th of the total annual price. The monthly invoice will include the itemized cost of HIV/AIDS related drugs, outside medical costs, and all MAT services costs. 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 3 DocuSign Envelope ID: 79E58A5E-E353-4O44-9E00-14EB4E562961 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. 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. Notwithstanding the foregoing, the Parties acknowledge a distinction between a permitted subcontractor (requiring County approval) which stands in privity of the Agreement between the County and Vendor versus a third -party under a healthcare professional services/independent contractor agreement (which does not require County approval) for the provision of ancillary support services in furtherance of the Vendor's agreement with the County. 9. Ownership. All work and information obtained by Contractor under this Agreement or individual workorder 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, other than any other documents or information that are deemed proprietary, confidential or privileged to Wellpath ,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." Wellpath's risk finance program is considered privileged and confidential. However, Contractor is advised that as a public entity, Weld County must comply with the provisions of the Colorado Open Records Act (C0RA), 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. 4 DocuSign Envelope ID: 79E58A5E-E353-4D44-9E00-14EB4E562961 11. Warranty. Contractor warrants that the Work performed under this Agreement will be performed in a manner consistent with the medical industry standards governing 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 medical 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. The required insurance shall be underwritten by an insurer authorized to do business in Colorado and raged by A.M. Best Company as "A VII" or better. For all coverages, Contractor's insurer shall waive subrogation rights against County. Should any of the above -described policies be canceled before the expiration date thereof, the Contract Professional shall send written notice to the County Representative. Such written notice shall be sent thirty (30) days prior to such cancellation, unless due to non-payment of premiums for which notice shalt be sent ten (10) days prior. If any policy is in excess of a deductible or self -insured retention, County must be notified by the Contract Professional. Contract Professional shall be responsible for the payment of any deductible or self -insured retention. a. Types of Insurance. Workers' Compensation / Employer's Liability Insurance as required by state statute, covering 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. Commercial General Liability Insurance including public liability and property damage, covering all operations required by the Work. Such policy shall include minimum limits as 5 DocuSign Envelope ID: 79E58A5E-E353-4D44-9E00-14EB4E562961 follows: $3,000,000 each occurrence; $6,000,000 general aggregate; $3,000,000 Personal injury $5,000; Medical payment per person. Automobile Liability Insurance: Contractor shall maintain limits of $1,000,000 for bodily injury per person, $1,000,000 for bodily injury for each accident, and $1,000,000 for property damage applicable to all vehicles operating both on County property and elsewhere, for vehicles owned, hired, and non -owned vehicles used in the performance of this Contract. Professional Liability (Errors and Omissions Liability). 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: $3,000,000 Per Loss; $6,000,000 Aggregate. Wellpath LLC will maintain a surety bond with their insurance provider to guarantee payment of claims in the amount of the deductible or self -insured retention in the event of default by Contract Professional. b. Proofof Insurance. Upon County's request, Contractor shall provide to County a certificate of insurance. County may require Contractor to provide a certificate of insurance naming Weld County, Colorado, its elected officials, and its employees as an additional named insured. The County does not require submission of the policy itself. Upon policy cancellation, Wellpath LLC will provide the County with notice of policy cancellation, rather than the insurance company providing said notice. c. 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. d. No limitation of Liability. In lieu of providing a bond, Contractor attests to the fact that its general liability and medical professional liability self -insured retention, is underwritten through a reimbursement policy, secured by a surety bond. 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 6 DocuSign Envelope ID: 79E58A5E-E353-4D44-9E00-14EB4E562961 Contractor is not relieved of any liability or other obligations 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. Any modification to these requirements must be made in writing by Weld County. e. 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. 14. Indemnity. The Contractor shall defend, indemnify and hold harmless County, its officers, agents, and employees, from and against any and all injury, loss, damage, liability, suits, actions, claims, or willful acts or omissions of any type or character arising out of the Work done in fulfillment of the terms of this Agreement or on account of any act, claim or amount arising 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. 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. It is agreed that the Contractor will be responsible for primary loss investigation, defense and judgment costs where this contract of indemnity applies. In consideration of the award of this contract, the Contractor agrees to waive all rights of subrogation against the County its associated and/or affiliated entities, successors, or assigns, its elected officials, trustees, employees, agents, and volunteers for losses arising from the work performed by the Contractor for the County. A failure to comply with this provision shall result in County's right to immediately terminate this Agreement. Similarly, and to the extent permitted by state law, the County shall defend, indemnify, and hold harmless Contract Professional, its officers, agents, and employees, from and against injury, loss damage, liability, suits, actions, or claims arising out of the negligent or willful acts or omissions of the County in fulfillment of the terms of this Contract. The County shall be liable for all injuries or damage received or sustained by any person, persons, or property on account of County's negligent performance under this Agreement or its failure to comply with the provisions of the Agreement (where an injury, fine or penalty results), or on account of or because of the County's negligence in its methods or procedures. This paragraph shall survive expiration or termination hereof 15. 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. 7 DocuSign Envelope ID: 79E58A5E-E353-4D44-9E00-14EB4E562961 16. Examination of Records. To the extent required by law, the Contractor agrees that an 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. 17. 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. 18. 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 contract 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: Melissa Moberly Position: Vice President of Partnership Development Address: 3340 Perimeter Hill Drive, Nashville, TN 37211 Address: E-mail: nsmoberly@wellpath.su Phone: 303-501-5160 TO COUNTY: Name: Michael Knee Position: Lieutenant Address: Weld County Sheriff Address: 1950 O Street, Greeley, CO 80631 E-mail: mknee@weld.gov Phone: 970-400-3939 DocuSign Envelope ID: 79E58A5E-E353-4D44-9E00-14EB4E562961 19. 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. 20. Non -Exclusive Agreement. This Agreement is exclusive only to the extent of the services contemplated by this Agreement. 21. 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. 22. 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. 23. 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. 24. 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. 25. 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. 26. Governmental Immunity. No term or condition of this Agreement shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections or other provisions, of the Colorado Governmental Immunity Act §§24-10-101 et seq., as applicable now or hereafter amended. 27. 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. 9 DocuSign Envelope ID: 79E58A5E-E353-4D44-9E00-14EB4E562961 28. 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. 29. 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. 30. 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. 31. 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. 32. MATERIAL CHANGES IN SCOPE OR CIRCUMSTANCES, OR EMERGENCY CIRCUMSTANCES. If at any time during the Term of this Agreement, County requests a change in the scope, volume, quality/degree or quantum of services to be provided by Wellpath, or the scope of services set out herein must materially be changed as a result of any of the following, any of which would result in an increase to the cost of providing the services or which Wellpath notifies the County affects Wellpath's ability to provide the requested scope of services under the circumstances (a "Material Change Circumstance"), including, but not limited to any of the following: There is or are new, amended, and/or repealed law(s) or regulation(s) (including statutes, codes, Agency orders/memoranda and/or case law), or changes to the County's policies, procedures, practices, or circumstances, any or all of which render performance under the Agreement partially or completely impracticable or impossible under the Agreement's existing terms; The United States Food and Drug Administration ("FDA") or another regulatory body approves (or issues an emergency use authorization for) a new therapy/ies or treatment modality/ies, there are changes to legal/regulatory requirements concerning the treatment of County's patients, and/or changes to the applicable standard of care that materially impact the Contractor's ability to provide services and/or costs under the Agreement; Contractor's performance hereunder is impacted by any event related to a Public Health Emergency (PHE) declared pursuant to Section 319 of the Public Health Service Act, a Disaster declaration pursuant to the Stafford Act (2 U.S.C. §§ 5121-5207), or any similar announcement or proclamation made by the Federal Government or any Federal Agency, any Federally recognized Native American Tribe, or any State, County/Parish or Local Government pursuant to an analogous provision of Federal or non -Federal law or rule (each, an "Emergency Circumstance"). 10 DocuSign Envelope ID: 79E58A5E-E353-4D44-9E00-14EB4E562961 In the event of the occurrence any Material Change Circumstance, upon notice from a Party, the Parties shall meet and in good faith re -negotiate the terms of this Agreement. Neither Party shall unreasonably delay or withhold consent to such negotiations, or the proposed modifications resulting from such negotiations. In the event the Parties are not able to reach mutually acceptable changes to the Agreement after thirty (30) days, either Party may thereafter terminate the Agreement without cause upon providing sixty (60) (or ninety [90]) days' notice thereafter. 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. Wellpath executes and accepts this Agreement upon the condition and in reliance upon Weld's promise and assurances that it shall execute the negotiated 1st Amendment to PSA for Inmate Medical Services between the parties made August 8, 2023. 8/21/2023 CONTRACTOR: WellpL&. c y. By:� s ' St4Ytt, Name: Y'lfsh%9arl e Title: president, Local Government Healthcare Date of Signature ATTEST: C1 "u'w',,k„ Weld C ' + , Clerk to the a and ��_ ""'!sue WELD COUNTY, COLORADO BOARD OF COUNTY COMMISSIONERS BY: Deputy N er ke Freeman, Chai AUG 0 2 2023 APPROVED AS TO FUNDING: �� ` l \' ,f APPROVED AS TO SUBSTANCE: eitto Controller or Chief Financial Officer APPROVED AS TO FORM: County Attorney Elected O 1 �al ;Mr] t Head 72023 -2�� ACORD® CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 8/23/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Chicago, IL -Hub International MidwestWest 55 East Jackson Boulevard Suite 14th Floor Chicago IL 60604 License#: 100290819 CONTACT NAME: PHONE (NC, No): 312-922 5358 (Arc. No. Ext): 312-922-5000 creaass: csuchicago@hubintemational.com INSURER(S) AFFORDING COVERAGE NAIL# INSURER A: Zurich American Insurance Company 16535 INSURED WELLPA0001 Wellpath Holdings, Inc. 3340 Perimeter Hill Drive Nashville TN 37211 INSURER B : American Zurich Insurance Company 40142 /59655 Texas Insurance Company 16543 INSURER D: INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 1473968661 REVISION NUMBER: 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 .OLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. TV LTR TYPE OF INSURANCE ADDL INSD SUER WVD POLICY NUMBER POLICY EFF (MM/DD/YYYYI POLICY EXP (MM/DD/YYYYI LIMITS C X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCUR BUQSTRTTN011300_050001_03 3/15/2023 3/15/2024 EACH OCCURRENCE $3,000,000 DAMAGE TO RENTED PREMISES (Ea occurrence) $ 100,000 MED EXP (Any one person) $ 5,000 PERSONAL 5 ADV INJURY $3,000,000 GENERAL AGGREGATE $6,000,000 GENII AGGREGATE LIMIT APPLIES PER: X POLICY Fla- LOC OTHER: PRODUCTS - COMP/OP AGG $ Included $ A AUTOMOBILE LIABILITY X ANY AUTO OWNED AUTOS ONLY X HIRED AUTOS ONLY SCHEDULED AUTOS X FEED NED AUTOS ONLY BAP 5252136-08 10/1/2022 10/1/2023 COM8INEDSINGLELIMIT (Ea accident) $2000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accdent) $ PROPERTY DAMAGE (Per accident) $ UMBRELLA LIAR EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ $ DED 1 I RETENTION $ B A B WORKERSCOMPENSATIO5 AND EMPLOYERS' LIABILITY Y / N OFFICER/ llarig EXCLUDED? A (Mandatory y in NH/PARTNER/EXECUTIVE .1A (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS Wow WC5252134-08 (AOS) WC5252135-08 (VVI) WC0540754-03 10/1/2022 10/1/2022 10/1/2022 10/1/2023 10/1/2023 10/1/2023 X STATUTE ERH E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 C MEDICAL PROF LIABILITY (CLAIMS MADE) BUQSTRTTN011300_050001_03 3/15/2023 3/15/2024 PER LOSS EENT: AGGREGATE: $3,000,000 $6,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The certificate holder, its officers, officials, employees and volunteers is/are included as additional insured (except workers compensation) where required by written contract. Waiver of subrogation is applicable where required by written contract and subject to policy terms and conditions. This insurance is primary and non-contributory over any existing insurance and limited to liability arising out of the operations of the named insured subject to policy terms and conditions. Weld County Colorado its elected officials, and its employees are included as additional insureds where required by written contract. R CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Weld County Sheriff 1950 O Street AUTHORIZED REPRESENTATIVE Greeley CO 80631 /1.4ZEO4 L�— I / © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD THIS CERTIFICATE SUPERSEDES PREVIOUSLY ISSUED CERTIFICATE AGENCY CUSTOMER ID: LOC #: ACORD ADDITIONAL REMARKS SCHEDULE AGENCY HUB International Midwest Limited POLICY NUMBER CARRIER NAIL CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE ADDITIONAL NAMED INSUREDS INCLUDE: • CCS-CMGC Parent Holdings, LP • CCS-CMGC Intermediate Holdings2, Inc. • CCS-CMGC Intermediate Holdings, Inc. • Wellpath Holdings, Inc (fka CCS-CMGC Holdings, Inc.) • Wellpath CFMG, Inc. (fka CFMG Holdings Corp) • Wellpath Management, Inc. (fka Correctional Medical Group Companies, Inc. fka California Forensic Management Group, Inc.) • Wellpath Group Holdings, LLC (fka Correct Care Solutions Group Holdings, LLC) • Jessamine Healthcare, Inc. • Wellpath LLC (Na CorrectCare Solutions, LLC (DE), fka Correct Care Solutions, LLC (KS) • HCS Correctional Management, LLC (fka Health Cost Solutions, LLC changed 11/4/2021) • Correct Care Holdings, LLC (fka GEO Care Holdings LLC) • Wellpath Recovery Solutions, LLC (fka Correct Care, LLC fka GEO Care, LLC) • Correct Care of South Carolina, LLC (fka GEO Care of South Carolina LLC) • Conmed Healthcare Management, LLC (fka Conmed Healthcare Management, Inc.) • WPmed, LLC (fka Conmed, LLC, fka Conmed, Inc.) • Wellpath Education, LLC (fka Correctional Mental Health Services, LLC) • Correctional Healthcare Holding Company, LLC (fka Jessamine -Peyton Purchaser, Inc, fka Correctional Healthcare Holdings Company, Inc., fka Correctional Healthcare Holdings, Inc.) • CHC Companies, LLC (fka Correctional Healthcare Companies, Inc., fka CHC Companies, Inc.) • Physicians Network Association, Inc. • Correctional Healthcare Companies, LLC (fka Correctional Healthcare Companies, Inc., fka CHC Companies, Ltd.) • Healthcare Professionals, LLC (fka Health Professionals, Ltd.) • Correct Cate Australasia PTY, LLC (fka Geo Care Australia PTY, Ltd.) • Correct Care UK Limited • Wellpath Hospital Holding Company, LLC • 901 45th Street West Palm Beach Florida Behavioral Health Hospital Company, LLC • Boynton Beach Florida Behavioral Health Hospital Company, LLC • Wellpath Community Care Centers of Virginia, LLC • Wellpath Community Care Holdings, LLC (DE) • Wellpath Community Care Management, LLC (DE) • Alpine Behavioral Health HoldCo, LLC (DE) • Harborview Center, LLC • Behavioral Health Management Systems, LLC • HH Risk, LLC • WHC, LLC • Califomia Forensic Medical Group, Incorporated (fka CFMG Holdings Corp.) • Califomia Health and Recovery Solutions, P.C. (fka California CCS, P.C.) • CCS-Kastre Nevada, P.C. • Emerald Healthcare Services, P.C. • Grand Prairie Healthcare Services, P.C. (several PCs merged into Grand Prairie) • Great Peak Dental, P.C. • Great Peak Healthcare Services, P.C. • Massachusetts Correctional Healthcare Services, P.C. • Midwest Center, P.C. • New Garden Healthcare Services, P.C. • New York Correct Care Solutions Medical Services, P.C. • Old Empire Dental, P.C. • Old Empire Psychology, P.C. • Southeast Correctional Medical Group, LLC • Southwest Correctional Medical Group, PLLC • Stringfellow Correctional Dental, P.A. • Califomia Community Care Clinics, PC • Wellpath Community Care Centers of Indiana, P.C. • Wellpath Community Care Centers of Michigan, P.C. • Wellpath Community Care Centers of North Carolina, P.C. ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD PROFESSIONAL SERVICE AGREEMENT FOR INMATE MEDICAL SERVICES BETWEEN WELD COUNTY AND WELLPATH LLC i i THIS AGREEMENT is made and entered into this 2nd day of August 2023, by and between the Board of Weld County Commissioners, on behalf of the WELD COUNTY SHERIFF'S OFFICE, hereinafter referred to as "County," and WELLPATH LLC, 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. skill, expertise, and experience necessary to provide the services as set forth below. 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 based upon order of attachment. Exhibit A consists of County's Request for Bid (RFE3) or Request for Proposal (RFP) as set forth in Bid Package No. B2300144. Exhibit B consists of Contractor's Response to County's Request. 2. Service or Work. Contractor agrees to procure the materials, equipment and/or products necessary for the Work and agrees to diligently provide all services, labor, personnel and materials necessary to perform and complete the Work described in the attached Exhibits. All services performed under this Agreement will be consistent with and performed under "medical standards of care" in the health care industry. Contractor shall further be responsible for the -timely completion County agrees and acknowledges that Contractor may freely use existing Matrix staff (e.g., overtime). tele-professionals, agency personnel, and PRN in furtherance of its performance based objectives under this Agreement. Open positions must be filled as soon as possible. If any particular position is not filled within 30 days from vacancy, this alone will not be considered a breach of this agreement. 1 Commented [RG1]: Editor's Note to County. This language was removed because in the sprit of our conversations re "set-off' it struck us as an unenforceable liquidated damages penalty. Commented [RG2]: County Request/Next Sentence: "However, if a pattern exists of not filling positions, this will be considered a breach of contract." [Commented [RG3R2]: Not approved. oZoa3-a�5a-_ 3. Term. The term of this Agreement begins upon the date of the mutual execution of this Agreement for an initial term of three (3) years and may be extended for two (2) consecutive years and shall continue through and until Contractor's completion of the responsibilities described in the attached Exhibits. This Agreement may be extended upon mutual written agreement of the Parties. 4. Termination; Breach; Cure. Either Party may terminate this Agreement for its own convenience upon one hundred and twentythirty (120) days written notice to the other Party. Either Party may terminate this Agreement upon material breach of the other party, however the breaching party shall have fifteen (15) days after receiving such written notice to cure such breach. If either party fails to fulfill its obligations under this Agreement in a timely and proper manner. or if either party violates any material covenant, agreement, or stipulation of the Agreement, or fails to cure such breach within fifteen (15) days of "notice to cure", the party shall thereupon have the right to terminate the Agreement by giving written notice to the other party of termination which will occur no less than 30 calendar days after the date of "notice to terminate". The notice shall specify the effective date of the termination, and the reasons therefore, unless the party to whom notice is given cures the breach to the satisfaction of the party giving notice prior to the effective date of termination. Notwithstanding the above, the Provider shall not be relieved of liability to the County for damages sustained by the County by virtue of any breach of Agreement by the Provider. Upon termination, County shall take possession of all materials, equipment, tools and facilities owned by County which Contractor is using, by whatever method it deems expedient; and, Contractor shall deliver to County all drawings, drafts, or other documents it has completed or partially completed under this Agreement, together with all other items, materials and documents which have been paid for by County, and these items, materials and documents shall be the property of County. Copies of work product that is incomplete at the time of termination shall be marked "DRAFT -INCOMPLETE." 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 2 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 for such additional services or work performed. additional years hereunder. subject to appropriations. In the event that written authorization and acknowledgment by the County for any 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. 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 Amendment to this agreement. Any claims by the Contractor for adjustment hereunder must be made in writing prior to performance of any work covered in any anticipated Amendment, unless approved and documented otherwise by the County Representative. Any change in work made without such prior Amendment shall be deemed covered in the compensation and time provisions of this Agreement, unless approved and documented otherwise by the County Representative. 6. Compensation and Monthly Invoicing/Payment. Upon Contractor's successful completion of the Work, and County's acceptance of the same, County agrees to pay Contractor an amount not to exceed $7,613,468.00 ("Total Annual Price") 25,829. as set forth in the Exhibits. and any amount in excess of CAPS outlined in attached Exhibits. CeozieTI Commented [RG4]: Editor's Note to County: Stricken because it contradicts prior sentence re amounts excess of the CAPS outlined in the Exhibits. Monthly Invoices: Contractor will invoice by the first day of the month services are to be performed with Payment to be made within thirty (30) days after the invoice date. Contractor will submit a monthly invoice to County for 1/12th of the total annual price. The monthly invoice will include the itemized cost of HIV/AIDS related drugs, outside medical costs, and all MAT services costs. 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 splits agents and employees for all acts performed pursuant to this Agreement. 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. Notwithstanding the foregoing, the Parties acknowledge a distinction between a permitted subcontractor (requiring County approval) which stands in privity of the Agreement between the County and Vendor versus a third -party under a healthcare professional services/independent contractor agreement (which does not require County approval) for the provision of ancillary support services in furtherance of the Vendor's agreement with the County. 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, other than any other documents or information that are deemed !proprietary, confidential or privileged to Wellpath ,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." Wellpath's risk finance program is considered privileged and confidential. However, Contractor is advised that as a public entity, Weld County must Commented [RG5]: Editor's Note to County- Editor's unilateral "gnat" edit. Assuming that the County will not have an issue with this minor add. 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 medical industry standards governing 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 medical 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. The required insurance shall be underwritten by an insurer authorized to do business in Colorado and raged by A.M. Best Company as "A VII" or better. For all coverages, Contractor's insurer shall waive subrogation rights against County. Should any of the above -described policies be canceled before the expiration date thereof, the Contract Professional shall send written notice to the County Representative Weld County Controller. Such written notice shall be sent thirty (30) days prior to such cancellation, unless due to non-payment of premiums for which notice shall be sent ten (10) days prior. If any policy is in excess of a deductible or self -insured retention, County must be notified by the Contract Professional. Contract Professional shall be responsible for the payment of any deductible or self -insured retention. a. Types of Insurance. Workers' Compensation / Employer's Liability Insurance as required by state statute, covering all of the Contractor's employees acting within the course and scope of their Commented [RG6]: Editor's Note to County: Jim's Seitz's tins. Dept.) clanfication edits incorporated below in redline. 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. Commercial General Liability Insurance including public liability and property damage, covering all operations required by the Work. Such policy shall include minimum limits as follows: $3,000,000 each occurrence; $6,000,000 general aggregate; $3,000,000 Personal injury $5,000; Medical payment per person. Automobile Liability Insurance: Contractor shall maintain limits of $1,000,000 for bodily injury per person, $1,000,000 for bodily injury for each accident, and $1,000,000 for property damage applicable to all vehicles operating both on County property and elsewhere, for vehicles owned, hired, and non -owned vehicles used in the performance of this Contract. Professional Liability (Errors and Omissions Liability). 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: $3,000,000 Per Loss; $6,000,000 Aggregate. Wellpath LLC will maintain a surety bond with their insurance provider to guarantee payment of claims in the amount of the deductible or self -insured retention in the event of default by Contract Professional b. Proof of Insurance. Upon County's request, Contractor shall provide to County a certificate of insurance., • sole discretion. County may require Contractor to provide a certificate of insurance naming Weld County, Colorado, its elected officials, and its employees as an additional named insured. The County does not require submission of the policy itself. Upon policy cancellation, Wellpath LLC will provide the County with notice of policy cancellation, rather than the insurance company providing said notice. c. 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. 6 i d. No limitation of Liability. In lieu of providing a bond, Contractor Professional attests to the fact that its general liability and medical professional liability self -insured retention, is underwritten through a reimbursement policy, secured by a surety bond. 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 Professional 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. Any modification to these requirements must be made in writing by Weld County. e. 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. 14. Indemnity. The Contractor shall defend, indemnify and hold harmless County, its officers, agents, and employees, from and against any and all injury, loss, damage, liability, suits, actions, claims, or willful acts or omissions of any type or character arising out of the Work done in fulfillment of the terms of this Agreement or on account of any act, claim or amount arising 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. 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. It is agreed that the Contractor will be responsible for primary loss investigation, defense and judgment costs where this contract of indemnity applies. In consideration of the award of this contract, the Contractor agrees to waive all rights of subrogation against the County its associated and/or affiliated entities, successors, or assigns, its elected officials, trustees, employees, agents, and volunteers for losses arising from the work performed by the Contractor for the County. A failure to comply with this provision shall result in County's right to immediately terminate this Agreement. Similarly, and to the extent permitted by state law, the County shall defend, indemnify, and hold harmless Contract Professional, its officers, agents, and employees, from and against injury, loss damage, liability, suits, actions, or claims arising out of the negligent or willful acts or omissions of the County in fulfillment of the terms of this Contract. The County shall be liable for all injuries or damage received or sustained by any person, persons, or property on account of County's negligent performance under this Agreement or its failure to comply with the provisions of the Agreement (where an injury, fine or penalty results), or on account of or because of the County's negligence in its methods or procedures This paragraph shall survive expiration or termination hereof 15 Non -Assignment Contractor may not assignor 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 pnor 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 16 Examination of Records To the extent required by law, the Contractor agrees that an duly authorized representative of County, mcludmg 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 17 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 18 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 contract 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 Melissa Moberly Position Vice President of Partnership Development Address 3340 Perimeter Hill Drive, Nashville, TN 37211 Address E-mail mmoberly@wellpath su Phone 303-501-5160 TO COUNTY Name Michael Knee Position: Address: Address: E-mail: Phone: Lieutenant Weld County Sheriff 1950 O Street, Greeley, CO 80631 mknee@weld.gov 970-400-3939 19. Compliance with taw. 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. 20. ;Non -Exclusive Agreement. "Phis Agreement is exclusive only to the extent of the services contemplated by this Agreement. use other Contractors r 21. 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. 22. 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. 23. 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. 24. 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. 25. 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. 26. Governmental Immunity. No term or condition of this Agreement shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections or other provisions, of the Colorado Governmental Immunity Act §§24-10-101 et seq., as applicable now or hereafter amended. Commented [RG7]: Editor's Note to County: This section was reworked to provide greater clarity. We trust that you will agree. 27. 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. 28. 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. 29. 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. 30. 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. 31. 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. 34 MATERIAL CHANGES IN SCOPE OR CIRCUMSTANCES, OR EMERGENCY CIRCUMSTANCES! _ If at any time during the Term of this Agreement, County requests a change in the scope, volume, quality/degree or quantum of services to be provided by Wellpath, or the scope of services set out herein must materially be changed as a result of any of the following. any of which would result in an increase to the cost of providing the services or which Wellpath notifies the County affects Wellpath's ability to provide the requested scope of services under the circumstances (a "Material Change Circumstance"), including, but not limited to any of the following: • There is or are new, amended, and/or repealed law(s) or regulation(s) (including statutes, codes, Agency orders/memoranda and/or case law), or changes to the County's policies, procedures, practices, or circumstances, any or all of which render performance under the Agreement partially or completely impracticable or impossible under the Agreement's existing terms; • The United States Food and Drug Administration ('`FDA") or another regulatory body approves (or issues an emergency use authorization for) a new therapy/ies or treatment modality/iesi there are changes to legal/regulatory requirements concerning the treatment of County's patients, and/or changes to the applicable standard of care that materially impact the Contractor's ability to provide services and/or costs under the Agreement; • Contractor's performance hereunder is impacted by any event related to a Public Health Emergency (PHE) declared pursuant to Section 319 of the Public Health Service Act, a Disaster declaration pursuant to the Stafford Act (2 U.S.C. §§ 5121-5207), or any similar announcement or proclamation made by the Federal Government or any Federal Agency, any Federally recognized Native American Tribes or any State, County/Parish or Local Government pursuant to an analogous provision of Federal or non -Federal law or rule (each. an "Emergency Circumstance"). 10 fCommented (RG8]: Editor's Note to County Wellpath's request to add boilerplate language. In the event of the occurrence any Material Change Circumstance, upon notice from a Party, the Parties shall meet and in good faith re -negotiate the terms of this Agreement. Neither Party shall unreasonably delay or withhold consent to such negotiations, or the proposed modifications resulting from such negotiations. In the event the Parties are not able to reach mutually acceptable changes to the Agreement after thirty (30) days, either Party may thereafter terminate the Agreement without cause upon providing sixty (60) (or ninety [901) days' notice thereafter. 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.. CONTRACTOR: W-1, LLC _ B Name: Title: Date of Signature ATTEST: BOARD OF COUNTY COMMISSIONERS Weld County Clerk to the Board WELD COUNTY, COLORADO BY: Deputy Clerk to the Board Mike Freeman, Chair APPROVED AS TO FUNDING: APPROVED AS TO SUBSTANCE: Controller or Chief Financial Officer Elected Official or Department Head APPROVED AS TO FORM: County Attorney CONTRACTOR: Name: Title: 11 Date of Signature WELD COUNTY: ATTEST: BOARD OF COUNTY COMMISSIONERS Weld County Clerk to the Board WELD COUNTY. COLORADO Deputy Clerk to the Board Mike Freeman. Chair 12 Hello