HomeMy WebLinkAbout20160576.tiff AGREEMENT FOR PROFF.SSIONAI.SERVICES(NON-CORK)
THIS AGREEMENT is made by and between the Board of Weld County Commissioners,on behalf of the
Weld County Department of Human Services,whose address is 315 N. 1 Ii"Avenue,Greeley,Colorado,80631
("Human Services"),and Theron Sills,M.D.whose address is 3737 West 20th Street,Greeley,CO 80634
("Contractor or Contract Professional).
WHEREAS,Human Services desires to retain Contractor as an independent contract professional to
perform services as more particularly set forth below;and
WHEREAS,Contractor has the time available to timely perform the services,and is willing to perform the
services according to the terms of this Agreement.
WHEREAS,Contract Professional 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. Eneaeement of Contractor. Human Services hereby retains Contractor,and Contractor hereby accepts
engagement by Human Services upon the terms and conditions set forth in this Agreement.
2. Term. The term of this Agreement shall be from January 1,2016,through and until December 31.2016.
3. Services to be Performed. Contractor agrees to perform the Services listed or referred to in Exhibit A,
attached hereto and incorporated herein.
4. Compensation. Human Services agrees to pay Contractor for services performed as set forth on Exhibit B
a maximum rate of$3.600.00 per year,which includes an hourly rate of$75.00 per hour. Charges shall be
based on the time actually spent performing the services,but shall exclude travel time. Contractor shall not be
paid any other expenses unless set forth in this Agreement. Payment to Contractor will be made only upon
presentation of a proper claim by Contractor,itemizing services performed and mileage expense incurred.
Payment for services and all related expenses under this Agreement shall not exceed$3,600.00.
5. Additional Work. In the event Human Services shall require changes in the scope,character,or
complexity of the work to be performed,and said changes cause an increase or decrease in the time required or
the costs to the Contractor for performance,an equitable adjustment in fees and completion time shall be
negotiated between the parties and this Agreement shall be modified accordingly by a supplemental Agreement.
Any claims by the Contractor for adjustment hereunder must be made in writing prior to performance of any
work covered in the anticipated supplemental Agreement. Any change in work made without such prior
supplemental Agreement shall be deemed covered in the compensation and time provisions of this Agreement.
6. Independent Contractor. Contractor agrees that Contractor is an independent contractor and that neither
Contractor nor Contractor's agents or employees are,or shall be deemed to be,agents or employees of Human
Services for any purpose. Contractor shall have no authorization,express or implied,to bind Human Services
to any agreement,liability,or understanding. The parties agree that Contractor will not become an employee of
Human Services,nor is Contractor entitled to any employee benefits from Human Services as a result of the
execution of this Agreement.
7. Warranty. Contractor warrants that services performed under this Agreement will be performed in a
manner consistent with the professional standards governing such services and the provisions of this
Agreement.
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8. Reports Human Services Property. All reports,test results and all other tangible materials produced in
connection with the performance of this Agreement,whether or not such materials are in completed form,shall
at all times be considered the property of Human Services. Contractor shall not make use of such material for
purposes other than in connection with this Agreement without prior written approval of Human Services.
9. Acceptance of Product not Waiver. Upon completion of the work,Contractor shall submit to Human
Services originals of all test results,reports,etc.,generated during completion of this work. Acceptance by
Human Services of reports and incidental material furnished under this Agreement shall not in any way relieve
Contractor of responsibility for the quality and accuracy of the work. Acceptance by Human Services of,or
payment for,any services performed under this Agreement shall not be construed as a waiver of any of Human
Services'rights under this Agreement or under the law generally.
10. Insurance and Indemnification. Contractor shall defend and indemnify Human Services,its officers and
agents,from and against loss or liability arising from Contractor's acts,errors or omissions in seeking to
perform its obligations under this Agreement. Contractor shall provide necessary workers'compensation
insurance at Contractor's own cost and expense. Contract Professionals must secure,at or before the time of
execution of any agreement or commencement of any work,the following insurance covering all goods or
services provided pursuant to this request.Contract Professionals 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.
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.
a. Minimum Limits:
Per Loss $ 1,000,000
Aggregate $ 2,000,000
Commercial General Liability Insurance shall include bodily injury,property damage,and liability
assumed under the contract.
$I,000,000 each occurrence;
$1,000,000 general aggregate.
I I. Termination. Either party may terminate this Agreement at any time by providing the other party with a
10 day written notice thereof. Furthermore,this Agreement may be terminated at any time without notice upon
a material breach of the terms of the Agreement. In the event of an early termination.Contractor shall be paid
for work performed up to the time of notice and Human Services shall be entitled the use of all material
generated pursuant to this Agreement.
12. Non-Assignment. Contractor may not assign or transfer this Agreement,any interest therein or claim
thereunder,without the prior written approval of Human Services.
13. Access to Records. Human Services shall have access to Contractor's financial records as they relate to
this Agreement for purposes of audit. Such records shall be complete and available for audit 90 days after final
payment hereunder and shall be retained and available for audit purposes for at least five years after final
payment hereunder.
14. Time of Essence. Time is of the essence in each and al l of the provisions of this Agreement.
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15. Interruptions.Neither party to this Agreement shall be liable to the other for delays in delivery or failure
to deliver or otherwise to perform any obligation under this Agreement,where such failure is due to any cause
beyond its reasonable control,including but not limited to Acts of God, fires, strikes, war, flood,earthquakes or
Governmental actions.
16. Notices. Any notice required to be given under this Agreement shall be in writing and shall be mailed or
delivered to the other party at that party's address as stated above.
17. Compliance. This Agreement and the provision of services hereunder shall be subject to the laws of
Colorado and be in accordance with the policies,procedures,and practices of Human Services. Contract
Professional 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.
18. Non-Exclusive Agreement. This Agreement is nonexclusive and Human Services may engage or use
other contractors or persons to perform services of the same or similar nature.
19. Public Contracts for Services C.R.S. §8-17.5-10I. Contract Professional certifies, warrants, and agrees
that it does not knowingly employ or contract with an illegal alien who will perform work under this contract.
Contract Professional will confirm the employment eligibility of all employees who are newly hired for
employment in the United States to perform work under this Agreement,through participation in the E-Verify
program of the State of Colorado program established pursuant to C.R.S. §8-17.5-102(5)(c). Contract
Professional shall not knowingly employ or contract with an illegal alien to perform work under this Agreement
or enter into a contract with a subcontractor that fails to certify with Contract Professional that the subcontractor
shall not knowingly employ or contract with an illegal alien to perform work under this Agreement. Contract
Professional shall not use E-Verify Program or State of Colorado program procedures to undertake pre-
employment screening or job applicants while this Agreement is being performed. If Contract Professional
obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly
employs or contracts with an illegal alien Contract Professional shall notify the subcontractor and County
within three (3) days that Contract Professional has actual knowledge that a subcontractor is employing or
contracting with an illegal alien and shall terminate the subcontract if a subcontractor does not stop employing
or contracting with the illegal alien within three (3) days of receiving notice. Contract Professional shall not
terminate the contract if within three days the subcontractor provides information to establish that the
subcontractor has not knowingly employed or contracted with an illegal alien. Contract Professional shall
comply with reasonable requests made in the course of an investigation,undertaken pursuant to C.R.S. §8-17.5-
102(5), by the Colorado Department of Labor and Employment. If Contract Professional participates in the
State of Colorado program, Contract Professional shall, within twenty days after hiring a new employee to
perform work under the contract, affirm that Contract Professional has examined the legal work status of such
employee, retained file copies of the documents, and not altered or falsified the identification documents for
such employees. Contract Professional shall deliver to County, a written notarized affirmation that it has
examined the legal work status of such employee, and shall comply with all of the other requirements of the
State of Colorado program.If Contract Professional fails to comply with any requirement of this provision or of
C.R.S. §8-17.5-101 et seq., County, may terminate this Agreement for breach, and if so terminated, Contract
Professional shall be liable for actual and consequential damages.
Except where exempted by federal law and except as provided in C.R.S. §24-76.5-103(3),if Contract
Professional receives federal or state funds under the contract,Contract Professional must confirm that any
individual natural person eighteen(18)years of age or older is lawfully present in the United States pursuant to
C.R.S. § 24-76.5-103(4).if such individual applies for public benefits provided under the contract. If Contract
Professional operates as a sole proprietor,it hereby swears or affirms under penalty of perjury that it:(a)is a
citizen of the United States or is otherwise lawfully present in the United States pursuant to federal law,(b)
shall produce one of the forms of identification required by C.R.S. §24-76.5-101,et seq.,and(c)shall produce
one of the forms of identification required by C.R.S. § 24-76.5-103 prior to the effective date of the contract.
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20. Entire Agreement/Modifications. This Agreement contains the entire agreement between the parties with
respect to the subject matter contained in this Agreement. This instrument supersedes all prior negotiation,
representation,and understanding or agreements with respect to the subject matter contained in this Agreement.
This Agreement may be changed or supplemented only by a written instrument signed by both parties.
2I. Funding Contingency. No portion of this Agreement shall be deemed to create an obligation on the part
of Human Services to expend funds not otherwise appropriated or budgeted for.
22. Confidentiality. The Contractor agrees to comply with 19-I-120 C.R.S.,which requires that reports of
child abuse and any identifying information in those reports are strictly confidential.
23. No Conflict. No employee of Contractor nor any member of Contractor's family shall serve on a Human
Services Board,committee or hold any such position which either by rule,practice or action nominates,
recommends,supervises Contractor's operations.or authorizes funding to Contractor.
24. Severability. If any term or condition of this Agreement shall be held to be invalid,illegal,or
unenforceable,this Agreement shall be construed and enforced without such provision,to the extent that this
Agreement is then capable of execution within the original intent of the parties.
25. Governmental Immunity. No portion of this Agreement shall be deemed to constitute a waiver of any
immunities the parties or their officers or employees may possess.
26. 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.
27. 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 finds not otherwise
appropriated in each succeeding year.
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IN WITNESS WHEREOF,the parties hereto have duly executed the Agreement as of the day,month,and year
first above written.
ATTEST: di�ravV BOARD OF COUNTY COMMISSIONERS
Weld Co n y lerk to the Board WELD COUNTY,COLORADO
/ /
i ,,•Al \ i a N. ike Freeman,Chair FEB 0 8 2016
ji,,,v-- r ...... 1
CONTRACTOR 1
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Theron ills,M.D.
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EXHIBIT
SCOPE OF SERVICES
Human Services administers a Child Protection Team(CPT)which is an advisory multi-disciplinary team
which was formed to advise Human Services on specific child protection cases. The Contractor's
participation on the CP f partially fulfills Human Services'statutory responsibility of providing a multi-
disciplinary CP"I'.
The Contractor agrees to provide medical consultation and interpretation related to the cases staffed in the
CPT in accordance to the policies and procedures provided by Human Services.
Contractor shall:
1. Attend a maximum of two(2)CPT meetings per month,providing medical consultation on three
(3)to four(4)cases per meeting. Each meeting shall be up to(2)hours in duration.
2. Provide consultation on crisis situations where a session is needed to meet the special needs of an
abused or neglected child.
Human Services shall:
I. Determine the meeting time, location,and dates of CPT meetings;assess monthly the number of
meetings to be attended by the Contractor;and shall notify the Contractor of such schedule.
2. Select cases to be reviewed and staffed by the Contractor.
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EXHIBIT B
PAYMENT SCHEDULE
I. Fundinj and Method of Payment
Human Services agrees to reimburse to the Contractor, in consideration for the work and services
performed, a total amount not to exceed Three Thousand Six Hundred Dollars ($3.600.00) for the term of
this agreement.
Expenses incurred by the Contractor, in association with said project prior to the term of this Agreement,
are not eligible Human Services expenditures and shall not be reimbursed by Human Services.
Payment pursuant to this Contract, if Weld County funds, whether in whole or in part. is subject to and
contingent upon the continuing availability of Weld County funds for the purposed hereof. In the event
that said funds, or any part thereof, become unavailable as determined by Human Services, Human
Services may immediately terminate this Contract or amend it accordingly.
2. Fees for Services
Human Services agrees to pay the Contractor at the rate of$75.00 per hour.
3. Submittal of Vouchers
Human Services agrees to:
a. Itemize monthly, all case record information regarding services authorized and received for
service recipients according to its prescribed voucher form.
b. Provide a completed voucher to the Contractor each month for review and certification(signature).
The Contractor shall:
a. Review monthly the itemized voucher and certify that the services authorized were provided on
the date indicated and the charges made were pursuant to the terms and conditions of Exhibit A.
b. Return the signed prescribed voucher form to Human Services for payment.
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