HomeMy WebLinkAbout20143542.tiff RESOLUTION
RE: APPROVE PROFESSIONAL SERVICES AGREEMENT AND AUTHORIZE CHAIR TO
SIGN - UNIVERSITY PHYSICIANS, INC., KEMPE CENTER
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with a Professional Services Agreement
between the County of Weld, State of Colorado, by and through the Board of County
Commissioners of Weld County, on behalf of the Department of Human Services, and University
Physicians, Inc., commencing October 1, 2014, and ending October 31, 2015, with further terms
and conditions being as stated in said agreement, and
WHEREAS, after review, the Board deems it advisable to approve said Professional
Services Agreement, a copy of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that the Professional Services Agreement between the County of Weld, State
of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the
Department of Human Services, and University Physicians, Inc., be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to
sign said agreement.
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 12th day of November, A.D., 2014, nunc pro tunc October 1, 2014.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY Y COLORADO
ATTEST: d �( � �' c'\ c.
(�
�( �ougla Rademac er, Ch it
Weld County Clerk to the Bo (it.
1S61 t t= ' vara Kirkmeyer, Pro em
uty Clerk . the Bo t'
+s, Uj Q ,Sean P. Conway
AP TO FORM: a 4 l�l�l.n o
Mike F an
ounty Attorney d
illi F. Garda
Date of signature 1/119
e C :/9513 1/40 2014-3542
HR0085
MEMORANDUM
1861 y
DATE: November 10, 2014
u t r L
,/� G0O T Y TO: Douglas Rademacher, Chair Bo d of ou Commissioners
� N T
FROM: Judy A. Griego, Director, man S rvices part t
RE: Professional Services Agreement between the Weld
County Department of Human Services and University
Physicians, Inc., Kempe Center
Enclosed for Board approval is an Professional Services Agreement between the Department and
Universith Physician, Inc., Kempe Center. This Agreement was reviewed under the Board's
Pass-Around Memorandum dated September 18, 2014, and approved for placement on the
Board's Agenda.
The Department is requesting training to develop core competencies in Child Welfare managers and
caseworkers. The Kempe Center will provide the training and is entitled"Issues in Child Protection
Services Management". The training explores the practice of risk management and ethics by
managers. In specific,training will focus on the ramifications of not performing work ethically,how
to know what is ethical behavior and how to minimize unethical or incompetent behavior. The
training includes Lecture, Discussion and Interactive Exercises.
The cost is a flat fee of$6,000 for two(2)full days of training and handouts for an unlimited number
of attendees. The request is for one(1)training session for Child Welfare supervisors and managers
and one (1) training for caseworkers. Additional trainings may be provided for other Department
supervisors and managers at a later time.
If you have any questions, please call me at extension 6510.
2014-3542
Weld County Department of Human Services
UNIVERSITY PHYSICIANS, INC.
PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement is made between Weld County Department of
Human Services (hereinafter referred to as"WCDHS"and University Physicians,Inc. (hereinafter
referred to as "UPI"), with a business address of 13199 E. Montview Boulevard, Aurora, Colorado
80045, a Colorado non-profit corporation established by the Board of Regents of the University of
Colorado to serve as the fiscal and business agent for the University of Colorado School of Medicine
("SOM") and its faculty members.
WHEREAS, the University of Colorado has established UPI to serve as the business and
fiscal agent of SOM.
WHEREAS, WCDHS has need for professional services as described below and desires to
secure the professional services of KEMPE CENTER, who is/are SOM faculty member(s) and
employee(s);
WHEREAS, UPI is willing to contract on behalf of SOM for the provision of such services
by KEMPE CENTER.
WHEREAS, UPI is an independent non-profit organization that serves as the centralized
business and contracting agent for SOM and all full-time employees of SOM, including KEMPE
CENTER, have assigned rights to any income earned from professional services to UPI. Income
from such services is billed and collected by UPI and then disbursed to SOM in accordance with UPI
policies and procedures. UPI performs centralized business and administrative functions on behalf
of SOM and in no manner engages in the practice of medicine itself. The parties acknowledge and
agree that UPI is authorized to bill for and collect from WCDHS the fees arising from this
Agreement.
NOW, THEREFORE, it is mutually agreed as follows:
I. SERVICES
The services to be provided to WCDHS are as follows:
• 1 day training for supervisor and managers related to issues in child protection
services management
• I day training for caseworkers related to issues in child protection services
management
Services rendered include the training, planning/preparation call(s), preparation of
materials, handouts, and travel
1
The services to be provided under this Agreement shall be performed by KEMPE CENTER,
or another service provider,mutually agreed to by the parties. KEMPE CENTER shall perform the
services in a competent and professional manner and WCDHS shall pay UPI for the services in
accordance with the terms and conditions set forth in this Agreement.
I I. PERIOD OF PERFO
RMANCE
This Agreement shall be effective from October 1,2014 to October 31,2015,unless sooner
terminated. Either party hereto may terminate this Agreement at any time by giving not less than 30
days advance written notice to the other party. Upon early termination of this Agreement,WCDHS
shall pay UPI for all services rendered through the effective date of termination.
This Agreement may be extended,renewed or otherwise amended at any time by the mutual
written consent of the parties hereto.
III. COMPENSATION
WCDHS agrees to pay UPI for the services performed pursuant to this Agreement,as set forth
below. The parties agree that UPI is authorized to bill for and collect fees for all services performed
pursuant to this Agreement.
• $3000 per day for each training, Total of$6,000
UPI will submit invoices to WCDHS which will be due and payable within thirty days.
WCDHS agrees that if services are provided prior to the effective date of this Agreement,
WCDHS will compensate UPI in accordance with the above stated payment rates.
Invoices should be addressed to:
Weld County Department of Human Services
PO Box A
Greeley, CO 80632
- street address -
315 N. 11th Avenue Building B
Greeley, CO 80631
Payments should be addressed to:
University Physicians, Inc.
Finance Department
P.O. Box 110247
Aurora, CO 80042-0247
Attn:
2
IV. INDEPENDENT CONTRACTOR
All services hereunder shall be provided as an independent contractor. Nothing in this
Agreement shall be interpreted or construed to create a relationship of employment,partnership, or
joint venture between UPI and WCDHS. SOM shall be solely responsible for the payment of all
payroll and other applicable taxes for its employees and for the payment and provision of any
applicable employment benefits for its employees, including workers compensation coverage.
V. LIABILITY
As an employee of the University of Colorado, KEMPE CENTER shall have professional
liability coverage through the University of Colorado Self Insurance Trust and such other insurance
as shall be necessary to insure against any medical malpractice claims which may arise out of direct
patient care and other professional activities contemplated under this Agreement.
SOM self-insures(through the University of Colorado Self Insurance Trust) for professional
liability insurance for itself and for its public employees who provide health care and other
professional services pursuant to the Colorado Governmental Immunity Act (Colorado Revised
Statutes, §§ 24-10-101 et. seq). The University of Colorado's self-insurance program provides
coverage in accordance with the limits of the Colorado Governmental Immunity Act,which provides
that the maximum amount that may be recovered against a public entity or public employee shall be:
(a) For any injury to one person in a single occurrence, the
sum of three hundred fifty thousand dollars ($350,000.00); and
(b) For any injury to two or more persons in any single
occurrence, the sum of nine hundred ninety thousand dollars ($990,000.00);
except in such instance recovery per person may not
exceed three hundred fifty thousand dollars ($350,000.00).
Pursuant to the Colorado Governmental Immunity Act, SOM will be responsible for injuries
sustained from an act or omission of a public employee occurring during the performance of the
employee's duties and within the scope of his/her employment, unless the act or omission is willful
and wanton or where sovereign immunity bars the action against SOM.
VI. APPLICABLE LAW
This contract is expressly made subject to all laws and regulations of the United States and
the State of Colorado. Contractual provisions required by such laws and regulations but not having
been set out herein, are hereby incorporated by this reference as though expressly set out in full.
VII. NON-DISCRIMINATION
UPI does not discriminate on the basis of race, color, national origin, sex, age, disability,
creed, religion, sexual orientation or veteran status in admission and access to, and treatment and
employment in, its education programs and other activities.
3
VIII. ACCESS TO RECORDS
The Secretary of the Department of Health and Human Services,the Comptroller General of
the United States,all appropriate Federal and State departments and agencies related to Medicare and
Medicaid and their duly appointed representatives, shall have the right to access all books,
documents, and records of WCDHS and/or UPI which are pertinent to this contract. Such access
shall be in accordance with the definitions, terms and conditions set forth in 42 C.F.R.420, Subpart
D.
Further,WCDHS and UPI agree to make available in a timely manner all books,documents,
and records pertinent to this contract for the purpose of billing for services, audit, and compliance
with requirements and regulations of federal and state agencies and commercial insurance carriers.
IX. CONFIDENTIAL INFORMATION
UPI agrees that any information or material concerning WCDHS and reasonably identified by
WCDHS as confidential will not be disclosed to any other person or entity or used in any manner
except in connection with performing the services under this Agreement. UPI, upon request, will
promptly return to WCDHS all materials and documents containing confidential information that
have been so furnished by WCDHS.
The foregoing shall not apply to information that is otherwise publicly available or is required
to be disclosed by law, regulation, or the order of a court or other competent legal authority.
X. MISCELLANEOUS PROVISIONS
Amendments
This Agreement may be amended only by written agreement signed by each of the parties
hereto. This Agreement shall be binding upon,and shall inure to the benefit of the respective parties
hereto and shall not be assigned without the consent of all parties hereto.
Force majeure
No liability hereunder shall result to either party by reason of delay in performance
caused by force majeure -- that is circumstances beyond the reasonable control of the party,
including, without limitation, acts of God, fire, flood, war, civil unrest, or shortage of or inability
to obtain materials and equipment.
Severability
In the event that any clause or provision of this Agreement (or the application of such
clause or provision to a particular set of circumstances) is declared by a court or other competent
authority to be invalid, illegal, or unenforceable, such holding or declaration shall not in any way
effect the validity or enforceability of any other clause or provision of this Agreement.
4
Entire Agreement
This Agreement and its exhibits, if any, sets forth the entire understanding and agreement
of the parties and supersedes any and all oral or written communications or understandings
between the parties as to the subject matter of this Agreement and may not be changed, modified,
or discharged, in whole or in part, except by a writing signed by both parties.
Commercial Reasonableness/Fair Market Value/Non-Inducement
The parties represent and warrant that the fee payable under this Agreement was determined
by the parties through good faith and arms' length bargaining, constitutes fair market value for the
Services,and has not been determined in a manner that takes into account the volume or value of any
business between the parties. Consultant is not required to use or recommend WCDHS products,and
the parties represent and warrant that the fee is not intended to reward Consultant for the use or
recommendation of such products or to induce Consultant to use or recommend use of such company
products. The parties agree that Consultant is under no obligation to solicit,refer,or solicit referrals
of patients for any WCDHS business. Consultant will not receive any benefit of any kind for making
any referrals nor suffer any detriment for not making such referrals. The parties further agree that no
amount paid hereunder is intended to be, nor shall be construed as, an inducement or payment for
referral of or recommending referral of patients for any WCDHS business by Consultant. In
addition,the fees charged hereunder do not include any discount,rebate,kickback,or other reduction
in charge, and the fees charged hereunder are not intended to be, nor shall they be construed as, an
inducement or payment for referral,or recommendation of referral,of business between the parties.
The sole purpose of the fee payable to Consultant hereunder is to pay fair market value for the
Services provided to WCDHS.
XI. NOTICES
Any notice required to be given pursuant to the terms and provisions hereof shall be in
writing and shall be sent by certified mail, return receipt requested;
to Company: Weld County Department of Human Services
PO Box A
Greeley, CO 80632
- street address -
315 N. 11`h Avenue Building B
Greeley, CO 80631
Telephone: 970-352-1551
Facsimile: 970-353-5215
to UPI: Gail Albertson, Chief Operating Officer
University Physicians, Inc.
P.O. Box 111719
Aurora, Colorado 80042-1719
- street address -
13199 East Montview Boulevard
5
Aurora, Colorado 80045
Telephone: (303) 493-7000
Facsimile: (303) 493-7001
XII. SIGNATURE AUTHORITY
By signing this Agreement, UPI is acting on behalf of SOM in UPI's capacity as SOM's
designated business and fiscal agent. All services to be performed pursuant to this Agreement will
be carried out by SOM and its employees/faculty members, who at all times will be subject to and
covered by SOM administrative policies and all applicable Colorado state law and regulation
governing public employees of the state of Colorado and its component units and departments,
including the University of Colorado and the University of Colorado School of Medicine.
XIII. EMPLOYEE FINANCIAL INTEREST-C.R.S.§§24-18-201 et seq.and§24-50-507.
The signatories to this Agreement aver 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. County has no interest and shall not acquire any interest direct or indirect,
that would in any manner or degree interfere with the performance of Contract Professional's
services and Contract Professional shall not employ any person having such known interests.During
the term of this Agreement,Contract Professional shall not engage in any in any business or personal
activities or practices or maintain any relationships which actually conflicts with or in any way
appear to conflict with the full performance of its obligations under this Agreement. Failure by
Contract Professional to ensure compliance with this provision may result, in County's sole
discretion, in immediate termination of this Agreement. No employee of Contract Professional nor
any member of Contract Professional's family shall serve on a County Board,committee or hold any
such position which either by rule, practice or action nominates,recommends, supervises Contract
Professional's operations, or authorizes funding to Contract Professional.
XIV. GOVERNMENTAL IMMUNITY
No term or condition of this contract 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.
XV. PUBLIC CONTRACTS FOR SERVICES, C.R.S. §8-17.5-101.
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
6
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 an 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.
7
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of
the day and year first above written.
APPROVED BY:
WELD COUNTY DEPARTMENT OF HUMAN SERVICES
by and through the Weld County Board of Commissioners
@ t Q 11-12-14
Name: Douglas R demacher Date
Title: Chair
UNIVERSITY PHYSICIANS, INC.
�� -- /6 `I/- fy
Jane Schuhlaker Date
Executive Director
Senior Associate Dean for Finance and Administration
University of Colorado School of Medicine
8 aoHI 3,54a
Professional Services Agreement
University Physicians, Inc.—Kempe Center,
APPROVED AS TO S BSTANCE:
A4 \f',1?
Elect d Offici I r Dep ment ead
N/A
Director of General Services
APPROVED AS TO FUNDING:
Lier5
AnAS AS TO F
f "Hi 2 7
County Attorney
Hello