HomeMy WebLinkAboutRFP - 10148 Pre-Employment Health Screening & Assorted Occupational Health ServicesRFP 10148 Pre-Employment Health Screening & Assorted Occupational Health Services Page 1 of 34
REQUEST FOR PROPOSAL
10148 PRE-EMPLOYMENT HEALTH SCREENING & ASSORTED
OCCUPATIONAL HEALTH SERVICES
RFP DUE: 3:00 PM MT (Mountain Time), May 16, 2025
The City of Fort Collins is requesting proposals from qualified Professionals to provide a variety
of pre-employment medical health screenings and other assorted occupational health services.
As part of the City’s commitment to sustainability , proposals must be submitted online through
the Rocky Mountain E-Purchasing System (RMEPS) at http://www.bidnetdirect.com/colorado/city-
of -fort-collins. Note: please ensure adequate time to submit proposals through RMEPS. Proposals
not submitted by the designated Opening Date and Time will not be accepted by RMEPS.
All questions should be submitted, in writing via email, to Beth Diven, Buyer II at
bdiven@fcgov.com, no later than 3:00 PM MT on May 5, 2025. Please format your e-mail to
include: RFP 10148 Pre-Employment Health Screening & Assorted Occupational Health Services
in the subject line. Questions received after this deadline may not be answered. Responses to
all questions submitted before the deadline will be addressed in an addendum and posted on the
Rocky Mountain E-Purchasing System webpage.
Rocky Mountain E-Purchasing System hosted by BidNet
A copy of the RFP may be obtained at http://www.bidnetdirect.com/colorado/city-of -fort-collins.
This RFP has been posted utilizing the following Commodity Code(s):
948-43 Health Information Services
948-44 Health Physics Services
948-48 Health Care Services (Not Otherwise Classified)
948-55 Medical and Laboratory Services (Non-Physician) 958-56 Heath Care Management Services (including Managed Care Services)
Prohibition of Unlawful Discrimination: The City of Fort Collins, in accordance with the
provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 US.C. §§ 2000d to 2000d-
4) and the Regulations, hereby notifies all bidders that it will affirmatively ensure that any contract
entered into pursuant to this advertisement, disadvantaged business enterprises will be afforded
full and fair opportunity to submit bids in response to this invitation and will not be discriminated
against on the grounds of race, color, or national origin in consideration for an award.
The City strictly prohibits unlawful discrimination based on an individual’s gender (regardless of
gender identity or gender expression), race, color, religion, creed, national origin, ancestry, age
40 years or older, marital status, disability, sexual orientation, genetic information, or other
characteristics protected by law. For the purpose of this policy “sexual orientation” means a
person’s actual or perceived orientation toward heterosexuality, homosexuality, and bisexuality.
The City also strictly prohibits unlawful harassment in the workplace, including sexual harassment. Further, the City strictly prohibits unlawful retaliation against a person who engages
in protected activity. Protected activity includes an employee complaining that he or she has been
discriminated against in violation of the above policy or participating in an employment
Financial Services
Purchasing Division nd Floor
970.221.6775
fcgov.com/purchasing
RFP 10148 Pre-Employment Health Screening & Assorted Occupational Health Services Page 2 of 34
discrimination proceeding.
The City requires its Professionals to comply with the City’s policy for equal employment
opportunity and to prohibit unlawful discrimination, harassment and retaliation. This requirement
applies to all third-party Professionals and their subcontractors/subconsultants at every tier.
Public Viewing Copy: The City is a governmental entity subject to the Colorado Open Records
Act, C.R.S. §§ 24-72-200.1 et seq. (“CORA”). Any proposals submitted hereunder are subject to
public disclosure by the City pursuant to CORA and City ordinances. Professionals may submit
one (1) additional complete proposal clearly marked “FOR PUBLIC VIEWING.” In this version of
the proposal, Professionals may redact text and/or data that it deems confidential or proprietary
pursuant to CORA. All pricing will be considered public records subject to disclosure under CORA
and as such pricing cannot be redacted from the “FOR PUBLIC VIEWING” version of the
proposal. Failure to provide a public viewing copy will be considered a waiver of any claim of
confidentiality under CORA without regard to how the applicant’s proposal or certain pages of the
proposal are marked confidential, proprietary, or similar. Such statement does not necessarily
exempt such documentation from public disclosure if required by CORA, by order of a court of
appropriate jurisdiction, or other applicable law. Generally, under CORA, trade secrets, confidential commercial information and financial data information may not be disclosed by the
City. Proposals may not be marked “Confidential” or ‘Proprietary’ in their entirety. By responding
to this RFP, Professionals hereby waives any and all claims for damages against the City for the
City’s good faith compliance with CORA. All provisions and pricing of any contract resulting
from this request for proposal will be public information.
Professionals Registration: The City requires new Service Providers/ Professionals receiving
awards from the City to submit IRS form W-9 and requires all Service Providers/ Professionals to accept Direct Deposit (Electronic) payment. If needed, the W-9 form and the Vendor Direct
Deposit Authorization Form can be found on the City’s Purchasing website at
www.fcgov.com/purchasing under Vendor Reference Documents. Please do not submit these
documents with your proposal, however, if you take exception to participating in Direct Deposit
(Electronic) payments please clearly note such in your proposal as an exception. The City may
waive the requirement to participate in Direct Deposit (Electronic) payments at its sole discretion.
Sales Prohibited/Conflict of Interest: No officer, employee, or member of City Council, shall
have a financial interest in the sale to the City of any real or personal property, equipment,
material, supplies or services where such officer or employee exercises directly or indirectly any
decision-making authority concerning such sale or any supervisory authority over the services to
be rendered. This rule also applies to subcontracts with the City. Soliciting or accepting any gift,
gratuity favor, entertainment, kickback or any items of monetary value from any person who has
or is seeking to do business with the City of Fort Collins is prohibited.
Collusive or Sham Proposals: Any proposal deemed to be collusive or a sham proposal will be
rejected and reported to authorities as such. Your authorized signature of this proposal assures
that such proposal is genuine and is not a collusive or sham proposal.
The City of Fort Collins reserves the right to reject any and all proposals and to waive any
irregularities or informalities.
Utilization of Award by Other Agencies: The City of Fort Collins reserves the right to allow
other state and local governmental agencies, political subdivisions, and/or school districts to
utilize the resulting award under all terms and conditions specified and upon agreement by all
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parties. Usage by any other entity shall not have a negative impact on the City of Fort Collins in
the current term or in any future terms.
The selected Professional shall be required to sign the City’s Agreement prior to commencing
services (see sample attached to this document).
Sincerely,
Gerry Paul
Purchasing Director
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I. BACKGROUND & OBJECTIVE / OVERVIEW
A. Objective
The City of Fort Collins is requesting proposals from qualified Professionals to provide a variety of pre-employment medical health screenings and other assorted occupational
health services.
B. Background
The City of Fort Collins is a full-service municipal organization and has a vibrant and
diverse work force. With approximately 1,500 full time employees and close to 1,000
additional seasonal and hourly employees, the City strives to lead our community as a
safe and inclusive employer. One step to achieve this is to offer accurate job descriptions
with detailed physical demands included. Some positions also require a Pre-Employment
Post-Offer screening to determine if the desired candidate is safe to perform the essential
functions of the job they have been offered.
Fort Collins Police Services (FCPS) is a progressive and professional organization that
currently employs 232 sworn officers and 137 non-sworn professional staff. FCPS actively
recruits individuals for both sworn and civilian positions. Candidates proceed through
various interview and background stages, including a medical assessment to establish
baseline health metrics and ensure that they are safe to perform the essential job duties. Hiring is a continuous and time-sensitive process that requires strong partnerships with
the pre-employment medical providers. Some FCPS positions require annual medical
monitoring due to work -related exposures.
The City of Fort Collins is seeking a Professional able to provide pre-employment medical
examinations and screenings, perform recordkeeping, timely communication of results,
manage appointment availability, maintain record confidentiality, direct referrals, perform
medical monitoring, and partner on process improvement methodology to ensure a smooth process for candidates and FCPS. While FCPS is anticipated to be the primary
user of the services under the awarded Agreement, any other City department with
comparable needs may also utilize the Agreement.
II. SCOPE OF PROPOSAL
A. Scope of Work
1. FCPS Service Needs
The City will require the Professional to be available as an offsite provider for Pre-
Employment Medical Examinations and medical surveillance for occupational exposures to known hazardous substances. The Professional will partner with the
City to guide implementation within the City’s current Human Resources, Occupational
Medicine, Fort Collins Police Services Training Unit, and Safety and Risk Management
(SRM) processes to provide ongoing quality assurance and management support
services to assure operational success and legal compliance.
The following is an indicative, but not comprehensive, list of the services that may be
requested by the City:
• Comprehensive Pre-Employment Medical Examination:
− Assess candidate ability to perform essential job functions as listed on the City
of Fort Collins job description.
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− Medical History Review
− EKG administration and review
− Respiratory Medical Questionnaire review
− Pulmonary Function Test administration and review
− Occupational Audiogram administration and review
− Vision screening for ability to perform essential job functions including:
extensive reading, use of computer, use of measuring devices, ability to
identify and distinguish colors, etc .
Testing may include: ocular history, visual acuity, binocular vision, depth
perception, color vision, ocular alignment, extraocular muscle function
testing, pupil reactivity and health, and visual field.
− Blood testing to include: comprehensive metabolic panel, phosphorus serum,
uric acid serum, gamma glutamyl transferase, lipid panel, lactate
dehydrogenase, CBC with auto differential, lead testing with zinc
protoporphyrin, and antibody titers for Hepatitis B.
Additionally, the Professional is expected to provide the following administrative type
services in support of this program:
• Annual Medical Surveillance Screenings
− Medical surveillance in accordance with 29 CFR 1910.120 paragraph F.
• Recordkeeping
− Retain candidate medical records with integrity and confidentiality .
− Confirm compliance with federal requirements.
• Dynamic Scheduling
− Candidate appointment slots will need to be reserved prior to the identification
of the individual candidates.
− FCPS requires flexibility in appointment availability to timely move candidates
through the pre-employment medical process.
− Assist with scheduling referrals, audiology, and/or vision screenings.
• Communication
− Timely communication of candidate results to FCPS Training Unit.
− Ensure candidates know the process and any required follow up steps.
• Monitor Protocol Performance Including:
− Total failure rate
− Failure rate by screen location
− Failure rate by protocol step
− Failure rate by applicant demographic
• Integration with City Software
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− Document retention
− Formatting specific to City of Fort Collins needs
− Nomenclature for files is consistent
− Meets individual billing requirements for ease of use in the City’s billing system
(Tungsten).
• Support for Out-of-State Candidates
− Medical and laboratory resources outside of Colorado for candidates who
reside outside of the state.
• Compliance with all relevant legal requirements, including EEOC and ADA
guidelines.
• Semi-frequent Process Review Meetings
− Ensure pre-employment medical process proceeds smoothly and applies
required process improvement.
− Ensure timely and clear communication.
− Remains accessible for contact and communication.
B. Deliverables/Milestones
• Final Report – Pre-employment
− Contents to include at minimum:
Summary form for candidate ability to perform essential functions of the job
Baseline Audiogram
Respirator Medical Questionnaire
− Retain detailed medical records
− Final report shall be delivered as soon as reasonability possible so as not to
delay the hiring process.
• Final Report – Annual Medical Surveillance
− Summary report of ability to continue performing work related to occupational
exposures.
− Retain detailed medical records
• Candidate Process
− Directly inform the candidate of their required next steps, particularly in relation
to any additional medical follow-up requirements.
• Invoices
− Submitted to the City of Fort Collins, not the candidates or employees
C. Key Areas of Responsibility
• FCPS Site Contact
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− FCPS Training Unit Business Support III shall be the primary point of contact
from FCPS.
• Professional Billing Contact
− One point of contact for all related billing questions.
• Professional Scheduling Contact
− Ensure pre-employment medical process proceeds smoothly and applies
required process improvement.
− Ensure timely and clear communication.
− Remains accessible for contact and communication
D. Minimum Qualifications
The ideal Professional will have personnel with the education, credentials and licenses
necessary to meet the service requirements set forth in Section II.A. Such credentials
may include, but are not limited to:
• MD; Doctor of Medicine
• PA; Physician Assistant
• Occupational Health Specialty
• CPFT; Certified Pulmonary Functional Technologist
• Certified audiologist
The Professional should also have the capacity to provide medical and laboratory services
for candidates who reside outside of Colorado.
E. Anticipated Schedule
The following represents the City’s target schedule for the RFP. The City reserves the
right to amend the target schedule at any time.
• RFP issuance: April 25, 2025
• Question deadline: 3:00 PM MT on May 5, 2025
• Final Addendum Issued: May 9, 2025
• Proposal due date: 3:00 PM MT on May 16, 2025
• Interviews (tentative): Early June 2025
• Award of Contract (tentative): End of June 2025
F. Interviews
In addition to submitting a written proposal, the top-rated Professionals may be
interviewed by the RFP assessment team and asked to participate in an oral presentation
to provide an overview of the company , approach to the project and to address questions.
The evaluation criteria for the oral interviews will be the same as the criteria for the written
evaluations and is included in Section IV.
Instead of traditional in-person interviews for the optional interview session, the City may
opt to use alternate methods including, but not limited to remote interviews through a
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platform such as Microsoft Teams or Zoom.
G. Subcontractors/Subconsultants
Professional will be responsible for identifying any subcontractors and/or subconsultants in their proposal. Please note that the City will contract solely with the awarded
Professional; therefore, subcontractors and/or subconsultants will be the responsibility of
the Professional.
H. Laws and Regulations
The Professional agrees to comply fully with all applicable local, State of Colorado and
Federal laws and regulations and municipal ordinances to include American Disabilities
Act (ADA).
I. Invoicing and Payment
Invoices should be emailed monthly to invoices@fcgov.com with a copy to the Project
Manager. The cost of the work completed shall be paid to the Professional each month
following the submittal of a correct invoice by the Professional indicating the project name,
Purchase Order number, task description, hours worked, personnel/work type category,
hourly rate for each employee/work type category, and date of the work performed specific
to the task.
Payments will be made using the prices stated in the Agreement. In the event a service is requested which is not stated in the Agreement, the Professional and the City will
negotiate an appropriate unit price for the service prior to the Professional initiating such
work.
The City pays invoices on Net 30 terms.
III. PROPOSAL SUBMITTAL
Please limit the total length of your proposal to a maximum of fifty (50) 8 ½ x 11” pages
(excluding cover pages, table of contents, dividers and Acknowlegement form). Font shall be a minimum of 10 Arial and margins are limited to no less than .5” for sides and top/bottom.
Extended page sizes, such as 11” x 17”, count as a single page and may be used for detailed
pricing. Links to other files or websites shall not be permitted. Proposals that do not conform
to these requirements may be rejected.
Professionals are required to provide detailed written responses to the following items in the
order outlined below. The responses shall be considered technical offers of what
Professionals propose to provide and shall be incorporated in the contract award as deemed
appropriate by the City . A proposal that does not include all the information required may be
deemed non-responsive and subject to rejection.
Responses must include all the items in the order listed below. It is suggested that the
Professionals include each of the City’s questions with their response.
The City of Fort Collins shall not reimburse any firm for costs incurred in the preparation and
presentation of their proposal.
A. Cover Letter / Executive Summary
The Executive Summary should highlight the content of the proposal and features of the
program offered, including a general description of the program and any unique aspects
or benefits provided by your firm.
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Indicate your availability to participate in the interviews/demonstrations on the proposed
dates as stated in the Schedule section.
B. Professional Information
1. Describe the Professional’s business and background
2. Number of years in the business
3. Details about ownership
4. An overview of services offered and qualifications
5. Size of the firm
6. Location(s) of offices. If multiple, please identify which will be the primary for our
account.
7. Primary contact information for the company including contact name(s) and title(s),
mailing address(s), phone number(s), and email address(s).
C. Scope of Proposal
1. Provide a detailed narrative of the services proposed if awarded the contract per the
scope above. The narrative should include any options that may be beneficial for the
City to consider.
2. Describe how the project would be managed and who would have primary
responsibility for its timely and professional completion.
3. Briefly describe the approach to execute the scope of work to include the methods and
assumptions used, and any exceptions and/or risks.
4. Describe the methods and timeline of communication your firm will use with the City’s
Project Manager and other parties.
5. Include a description of the software and other analysis tools to be used.
6. Identify what portion of work, if any, may be subcontracted or outsourced to
subconsultants. Include all applicable information herein requested for each
Professional.
D. Firm Capability and Assigned Personnel
Provide relevant information regarding previous experience related to this or similar
projects, to include the following:
1. Provide an Organization Chart/Proposed Project Team: An organization chart
containing the names of all key personnel and subconsultants with titles and their
specific task assignment for this Agreement shall be provided in this section.
2. Provide resumes for each professional and technical person to be assigned to the project, including partners, subconsultants, and subcontractors. Please limit resumes
to one page. The résumés should reference each individual’s relevant licenses,
certifications, etc.
3. A list of qualifications for your firm and qualifications and experience of the specific
staff members proposed to perform the services described above.
4. References. Provide a minimum of three similar projects with public agencies in the
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last 5 years that have involved the staff and subcontractors/subconsultants proposed
to work on this project. Include the organization’s name, contact name, email and
phone number, subconsultants on the team and a brief description of the work . The
Professional authorizes the City to verify any and all information contained herein and
hereby releases all those concerned providing information as a reference from any
liability in connection with any information provided.
5. Provide any information that distinguishes Professional from its competition and any
additional information applicable to this RFP that might be valuable in assessing
Professional’s proposal.
E. Sustainability/TBL Methodology
In concise terms (no more than two pages), please describe your organization’s
commitment to sustainability and supporting values.
Each element of the TBL sustainability criteria will receive equal consideration in
determining the final Sustainability/TBL score.
1. Address how your firm strives to incorporate all three aspects (social,
environmental, and economic) of Triple Bottom Line (TBL) sustainable practices
into the workplace. Provide examples along with any metrics used to measure
success within your firm.
2. Also provide examples of how your firm has incorporated all three aspects of TBL
sustainable practices in previous similar projects on which your firm has been the
prime Professional.
Some examples are provided below:
a. Environmental – Experience delivering projects / programs focused on
environmental health priorities in the areas of climate resiliency, water quality
and watershed protection, regulatory performance, management systems, air quality, renewable energy, sustainable building and design, construction
materials management, and solid waste reduction.
b. Economic – Experience working and delivering projects with an emphasis
on strategic financial planning, job creation, business development, asset
management, various project delivery methods, value engineering, regional
partnerships, transparency, stakeholder engagement, strategic investments,
aging infrastructure, repurposing of existing facilities, and competing
financial priorities.
c. Social - Experience working and delivering projects, programs, and/or
initiatives that support Equity, Diversity, and Inclusion throughout your firm’s
workplace, including leadership, and supply chain. Examples of this may be
demonstration of working within cultural and language gaps, development of
diversity programs, diverse project teams, equitable opportunity vendor
supply chain, and how your firm has applied an equity lens to processes
such as recruitment, hiring, purchasing, career pathways, salaries, and staff
engagement.
F. Cost
In your response to this proposal, please provide the following:
1. Schedule of Rates: Provide an itemized schedule of billing rates for each service
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stated in the Scope of Work in Section II and rates by category of employee and job
title for services to be invoices based on time. This fee schedule will be incorporated
into the Agreement and will be firm for at least one (1) year from the date of the
Agreement. A fee schedule for subconsultants/subcontractors, if used, shall be
included.
2. All direct costs (i.e., travel, printing, postage, etc.) specifically attributed to the project
and not included in the billing rates must be identified. Reasonable expenses may be
reimbursable as per the current rates found at www.gsa.gov . Professional will be
required to provide original receipts to the City for all travel expenses.
G. Sample Agreement
Included with this request for proposals is a sample Agreement that the City intends to
use for obtaining the services of the Professional. The Professional is required to review
this Agreement and indicate any objections to the terms of the contract. If revisions to the
contractual terms are requested, provide suggested revisions.
H. Acknowledgement
The Acknowledgement form is attached as Section V. Complete the attached form
indicating the Professional hereby acknowledges receipt of the City of Fort Collins
Request for Proposal and acknowledges that the Professional has read and agrees to be
fully bound by all of the terms, conditions and other provisions set forth in the RFP.
IV. REVIEW AND ASSESSMENT CRITERIA
A. Proposal and Interview Criteria
Professionals will be evaluated on the following criteria. This set of criteria will be the
basis for review and assessment of the written proposals and optional interview session.
At the discretion of the City, interviews of the top-rated Professionals may be conducted.
The rating scale shall be from 1 to 10, a rating of 1 doesn’t meet minimum requirements, a rating of 5 means the category fulfills the minimum requirements, and 10 exceeds
minimum requirements in that category .
WEIGHTING
FACTOR CATEGORY STANDARD QUESTIONS
2.0 Scope of Proposal
Does the proposal address all elements of the
RFP? Does the proposal show an
understanding of the project objectives,
methodology to be used and results/outcomes
required by the project? Are there any
exceptions to the specifications, Scope of Work, or Agreement? Can the work be completed in
the necessary time? Can the target start and
completion dates be met? Are other qualified
personnel available to assist in meeting the
project schedule if required? Is the project team
available to attend meetings as required by the
Scope of Work?
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WEIGHTING CATEGORY STANDARD QUESTIONS
3.0 Firm Capability &
Assigned Personnel
Does the firm have the resources, capacity and
support capabilities required to successfully
complete the project? Has the firm successfully
completed previous projects of this type and
scope? Do the persons who will be working on
the project have the necessary skills and
qualifications? Are sufficient people of the
requisite skills and qualifications assigned to the
project?
1.0 Sustainability/TBL
Methodology
Does the firm demonstrate a commitment to
Sustainability and incorporate Triple Bottom Line
methodology in both their Scope of Work for the
project, and their day-to-day business operating
processes and procedures?
Does the firm demonstrate a commitment to all
three aspects (social, environmental, and
economic) of the Triple Bottom Line (TBL)
methodology of sustainability for this project and
in their company value system as evidenced by
their day-to-day business operating processes,
practices and procedures?
2.0 Cost
Does the proposal include detailed cost break-
down for each cost element as applicable and
are the line-item costs competitive? Do the
proposed cost and work hours compare
favorably with the Project Manager's estimate?
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V. ACKNOWLEDGEMENT
This form may not be redlined and must be submitted with your proposal. Failure to adhere
to these requirements may result in your proposal being rejected.
Professional hereby acknowledges receipt of the City of Fort Collins Request for Proposal and
acknowledges that it has read and agrees to be fully bound by all of the terms, conditions and
other provisions set forth in the RFP 10148 Pre-Employment Health Screening & Assorted
Occupational Health Services and sample Agreement except as otherwise noted. Additionally,
Professional hereby makes the following representations to City:
a. All of the statements and representations made in this proposal are true to the best of the
Professional’s knowledge and belief.
b. Professional commits that it is able to meet the terms provided in this proposal.
c. This proposal is a firm and binding offer, for a period of 90 days from the date hereof.
d. Professional further agrees that the method of award is acceptable.
e. Professional also agrees to complete the proposed Agreement with the City of Fort Collins
within 10 days of notice of award. If contract is not completed and signed within 10 days,
City reserves the right to cancel and award to the next highest rated firm.
f. Professional acknowledges receipt of addenda.
g. Professional acknowledges no conflict of interest.
h. Professional acknowledges that the City is a governmental entity subject to the Colorado
Open Records Act, C.R.S. §§ 24-72-200.1 et seq. (“CORA”). Any proposals submitted
hereunder are subject to public disclosure by the City pursuant to CORA and City
ordinances. Professionals may submit one (1) additional complete proposal clearly
marked “FOR PUBLIC VIEWING.” In this version of the proposal, Professionals may
redact text and/or data that it deems confidential or proprietary pursuant to CORA. All
pricing will be considered public records subject to disclosure under CORA and as such pricing cannot be redacted from the “FOR PUBLIC VIEWING” version of the proposal.
Failure to provide a public viewing copy will be considered a waiver of any claim of
confidentiality under CORA without regard to how the applicant’s proposal or certain
pages of the proposal are marked confidential, proprietary, or similar. Such statement
does not necessarily exempt such documentation from public disclosure if required by
CORA, by order of a court of appropriate jurisdiction, or other applicable law. Generally,
under CORA, trade secrets, confidential commercial information and financial data
information may not be disclosed by the City. Proposals may not be marked “Confidential” or ‘Proprietary’ in their entirety. By responding to this RFP, Professionals hereby waives
any and all claims for damages against the City for the City’s good faith compliance with
CORA. All provisions and pricing of any contract resulting from this request for
proposal will be public information.
Legal Firm Name:
Physical Address:
Remit to Address:
Phone:
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Name of Authorized Agent of Firm:
Signature of Authorized Agent:
Primary Contact for Project:
Title: Email Address:
Phone: Cell Phone:
NOTE: ACKNOWLEDGMENT IS TO BE SIGNED & RETURNED WITH YOUR PROPOSAL.
Official Purchasing Document
Last updated 5/2024
RFP 10148 Pre-Employment Health Screening & Assorted Occupational Health Services Page 15 of 34
VI. SAMPLE AGREEMENT (FOR REFERENCE ONLY – DO NOT SIGN )
PROFESSIONAL SERVICES AGREEMENT
THIS PROFESSIONAL SERVICES AGREEMENT (AGREEMENT) made and entered
into the day and year set forth in the Agreement Period section below by and between the CITY
OF FORT COLLINS, COLORADO, a Colorado Municipal Corporation (CITY) and , a(n)
[enter state] [business type] (PROFESSIONAL).
WITNESSETH:
In consideration of the mutual covenants and obligations herein expressed, it is agreed by
and between the parties hereto as follows:
1. Scope of Service. The PROFESSIONAL agrees to provide Services in accordance with the
Scope of Services (Services) attached as Exhibit A, consisting of [# of Pages] and
incorporated herein. Irrespective of references in to named third parties in this
AGREEMENT and its Exhibits, the PROFESSIONAL shall be solely responsible for
performance of all duties hereunder.
2. Changes. The CITY may, at any time during the term of the AGREEMENT, make changes
to the AGREEMENT. Such changes shall be agreed upon in writing by the parties.
3. Agreement Period. AGREEMENT shall commence , 20 (the Effective Date)
and shall continue in full force and effect until , 20 , unless sooner terminated
as herein provided. In addition, at the option of the CITY, the AGREEMENT may be
extended for additional one-year periods not to exceed [choose one] additional one-year
period(s). Renewals and pricing changes shall be negotiated by and agreed to by both
parties only at the time of renewal. [Any price changes shall not exceed percent (%)
per annual renewal]. Written notice of renewal shall be provided to the PROFESSIONAL
no later than thirty (30) days prior to AGREEMENT end.
4. Early Termination by CITY. Notwithstanding the time periods contained herein, the CITY
may terminate this AGREEMENT at any time without cause or penalty by providing at least
ten (10) calendar days written notice of termination to the PROFESSIONAL.
In the event of early termination by the CITY, the PROFESSIONAL shall be paid for Services
rendered up to the date of termination, subject to the satisfactory performance of the
PROFESSIONAL's obligations under this AGREEMENT. PROFESSIONAL shall submit a
f inal invoice within ten (10) calendar days of the effective date of termination. Payment shall
be the PROFESSIONAL's sole right and remedy for termination.
5. Notices. All notices provided under this AGREEMENT shall be effective immediately when
emailed or three (3) business days from the date of the notice when mailed to the following
addresses:
Official Purchasing Document
Last updated 5/2024
RFP 10148 Pre-Employment Health Screening & Assorted Occupational Health Services Page 16 of 34
PROFESSIONAL: CITY: Copy to:
Attn:
PO Box 580
Fort Collins, CO 80522
Email Address
Attn: Purchasing Dept.
PO Box 580
Fort Collins, CO 80522
purchasing@fcgov.com
All notices under this AGREEMENT shall be written.
6. Compensation. In consideration of the Services to be performed pursuant to this
AGREEMENT, the CITY agrees to pay the PROFESSIONAL in accordance with Exhibit
[choose one], consisting of [# of Pages], attached and incorporated herein. Monthly partial
payments based upon the PROFESSIONAL's billings and itemized statements are
permissible. The amounts of all such partial payments shall be based upon the
PROFESSIONAL's CITY-verified progress in completing the Services to be performed
pursuant hereto and upon the CITY's approval of the PROFESSIONAL's actual
reimbursable expenses. Final payment shall be made following acceptance of the Services
by the CITY.
Invoices shall be emailed to invoices@fcgov.com with a copy to the CITY Project Manager.
The cost of the work completed shall be paid to the PROFESSIONAL following the submittal
of a correct itemized invoice by the PROFESSIONAL. The CITY is exempt from sales and
use tax. The CITY’s Certificate of Exemption license number is 09804502. A copy of the
license is available upon written request.
The CITY pays undisputed invoices on Net 30 days from the date of the invoice submittal to
the CITY or, for disputed invoices, Net 30 days from the date of CITY Project Manager’s
approval.
7. Design and Service Standards. The PROFESSIONAL warrants and shall be responsible for
the professional quality, technical accuracy, accessibility requirements under ADA and
Public Accommodations and Technology Accessibility sections below, timely completion
and the coordination of all Services rendered by the PROFESSIONAL, and the Project
Instruments as defined in the Project Instruments and License section below. The
PROFESSIONAL shall, without additional compensation, promptly remedy and correct any
errors, omissions, or other deficiencies from such standards.
8. Indemnification. The PROFESSIONAL shall indemnify, defend, and hold harmless the CITY
and its officers and employees, to the maximum extent permitted under Colorado law,
against and from any and all actions, suits, claims, demands, or liability of any character
whatsoever claimed by the PROFESSIONAL or third parties against the CITY arising out of
or related to this AGREEMENT (including but not limited to contract, tort, intellectual
property, accessibility, or otherwise). This obligation extends to reimbursement of the
CITY's defense costs and reasonable attorney’s fees.
9. Insurance. The PROFESSIONAL shall maintain insurance in accordance with Exhibit
[choose one], consisting of [# of Pages], attached and incorporated herein.
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10. Appropriation. To the extent this AGREEMENT or any provision in it. requires payment of
any nature in fiscal years subsequent to the current fiscal year and constitutes a multiple
fiscal year debt or financial obligation of the CITY, it shall be subject to annual appropriation
by Fort Collins City Council as required in Article V, Section 8(b) of the City Charter, City
Code Section 8-186, and Article X, Section 20 of the Colorado Constitution. The CITY shall
have no obligation to continue this AGREEMENT in any fiscal year for which there are no
pledged cash reserves or supporting appropriations pledged irrevocably for purposes of
payment obligations herein. Non-appropriation by the CITY shall not be construed as a
breach of this AGREEMENT.
11. Project Instruments and License.
a. Upon execution of this AGREEMENT, the PROFESSIONAL grants to the CITY an
irrevocable, unlimited and royalty free license to use any and all sketches, drawings, as-
builts, specifications, designs, blueprints, data files, calculations, studies, analysis,
renderings, models, plans, reports, and other deliverables (Project Instruments), in any
form whatsoever and in any medium expressed, for purposes of constructing, using,
maintaining, altering and adding to the project, provided that the CITY substantially
performs its obligations under the AGREEMENT. The license granted hereunder
permits the CITY and third parties reasonably authorized by the CITY to reproduce
applicable portions of the Project Instruments for use in performing the Services or
construction f or the project. In addition, the license granted hereunder shall permit the
CITY and third parties reasonably authorized by the CITY to reproduce and use the
Project Instruments for similar projects, provided however, in such event the
PROFESSIONAL shall not be held responsible for the design to the extent the CITY
deviates from the Project Instruments. This license shall survive termination of the
AGREEMENT by default or otherwise.
b. Upon payment of each invoice, associated Project Instruments rendered by the
PROFESSIONAL shall become the CITY’s property. The PROFESSIONAL shall
provide the CITY with the Project Instruments in electronic format in a mutually agreed
upon file type.
12. City Project Manager. The CITY will designate, before commencement of the Services, the
CITY Project Manager who shall make, within the scope of their authority, all necessary and
proper decisions with reference to the Services provided under this AGREEMENT. All
requests for contract interpretations, change order, and other clarification or instruction shall
be directed to the CITY Project Manager.
The initial CITY Project Manager for this AGREEMENT is [Enter Name] and can be
reached at [Enter Email] or [Enter Phone]. The CITY Project Manager is subject to change
by the CITY.
13. Project Status Report. Project status reports may be required by Exhibit A – Scope of
Services and shall be submitted to the CITY Project Manager. Failure to provide any
required status report may result in the suspension of the processing of any invoice.
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14. Independent Contractor. The Services to be performed by the PROFESSIONAL are those
of an independent contractor and not of an employee of the CITY. The CITY shall not be
responsible for withholding or remitting any portion of the PROFESSIONAL's compensation
hereunder or any other amounts on behalf of PROFESSIONAL for the payment of FICA,
Workers' Compensation, unemployment insurance, other taxes or benefits or for any other
purpose.
15. Personal Services. It is understood that the CITY enters into this AGREEMENT based on
the special abilities of the PROFESSIONAL and that this AGREEMENT shall be considered
as an AGREEMENT for personal services. Accordingly, the PROFESSIONAL shall neither
assign any responsibilities nor delegate any duties arising under this AGREEMENT without
the prior written consent of the CITY.
16. Subcontractors/Subconsultants. The PROFESSIONAL may not subcontract any of the
Services without the prior written consent of the CITY, which shall not be unreasonably
withheld. If any of the Services is subcontracted hereunder, with the consent of the CITY,
then the following provisions shall apply:
a. the subcontractor must be a reputable, qualified firm with an established record of
successful performance in its respective trade performing identical or substantially
similar work;
b. the subcontractor will be required to comply with all applicable terms of this
AGREEMENT;
c. the subcontract will not create any contractual relationship between any such
subcontractor and the CITY, nor will it obligate the CITY to pay or see to the payment of
any subcontractor; and
d. the work of the subcontractor will be subject to inspection by the CITY to the same extent
as the work of the PROFESSIONAL.
The PROFESSIONAL shall require all subcontractor/subconsultants performing Services
hereunder to maintain insurance coverage naming the CITY as an additional insured
under this AGREEMENT and Exhibit [choose one], consisting of [# of Pages], attached
and incorporated herein. The PROFESSIONAL shall maintain a copy of each
subcontractor’s/subconsultant’s certificate evidencing the required insurance. Upon
request, the PROFESSIONAL shall promptly provide the CITY with a copy of the
certificate(s).
The PROFESSIONAL shall be responsible for any liability directly or indirectly arising out of
the Services performed under this AGREEMENT by a subcontractor/subconsultant, which
liability is not covered by the subcontractor/subconsultant's insurance.
17. Acceptance Not Waiver. The CITY's approval of Project Instruments furnished hereunder
shall not in any way relieve the PROFESSIONAL of responsibility for the quality or technical
accuracy of the Services. The CITY's approval or acceptance of, or payment for, any of the
Services shall not be construed to operate as a waiver of any rights or benefits provided to
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the CITY under this AGREEMENT.
18. Default. Each and every term and condition hereof shall be deemed to be a material element
of this AGREEMENT. In the event either party should fail to or refuse to perform according
to the terms of this AGREEMENT, that party may be declared in default upon notice.
19. Remedies. In the event a party has been declared in default, that defaulting party shall be
allowed a period of ten (10) calendar days from the date of notice within which to cure said
default. In the event the default remains uncorrected, the party declaring default may elect
to:
a. terminate the AGREEMENT and seek damages;
b. treat the AGREEMENT as continuing and require specific performance; or
c. avail themselves of any other remedy at law or equity.
In the event of a dispute between the parties regarding this AGREEMENT, each party shall
bear its own attorney fees and costs, except as provided for in the Indemnification and
Technology Accessibility sections.
20. Entire Agreement; Binding Effect; Authority to Execute. This AGREEMENT, along with all
Exhibits and other documents incorporated herein, shall constitute the entire AGREEMENT
of the parties regarding this transaction and the matter recited herein. This AGREEMENT
supersedes any prior agreements, promises, or understandings as to the matter recited
herein. The AGREEMENT shall be binding upon the parties, their officers, employees,
agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal
representatives, successors and assigns of said parties. Covenants or representations
regarding the matter recited herein, not contained in this AGREEMENT shall not be binding
on the parties. In the event of a conflict between terms of the AGREEMENT and any exhibit
or attachment, the terms of the AGREEMENT shall prevail. Each person executing this
AGREEMENT affirms that they have the necessary authority to sign on behalf of their
respective party and to bind that party to the terms of this AGREEMENT.
21. Law/Severability. The laws of the State of Colorado and the City of Fort Collins Charter and
Municipal Code shall govern the construction, interpretation, execution and enforcement of
this AGREEMENT—without regard to choice of law or conflict of law principles. The Parties
further agree that Larimer County District Court is the proper venue for all disputes. If the
CITY subsequently agrees in writing that the matter may be heard in federal court, venue
will be District Court for the District of Colorado. In the event any provision of this
AGREEMENT shall be held invalid or unenforceable by any court of competent jurisdiction,
that holding shall not invalidate or render unenforceable any other provision of this
AGREEMENT.
22. Use by Other Agencies. The CITY reserves the right to allow other state and local
governmental agencies, political subdivisions, and/or school districts (collectively Agency)
to use the CITY’s award determination to the PROFESSIONAL. Use by any other Agency
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shall not have a negative impact on the CITY in the current term or in any future terms.
Nothing herein shall be deemed to authorize or empower the Agency to act as an agent for
the CITY in connection with the exercise of any rights hereunder, and neither party shall
have any right or authority to assume or create any obligation or responsibility on behalf of
the other. The other Agency shall be solely responsible for any debts, liabilities, damages,
claims or expenses incurred in connection with any agreem ent established solely between
the Agency and the PROFESSIONAL. The CITY’s concurrence hereunder is subject to the
PROFESSIONAL’s commitment that this authorization shall not have a negative impact on
the Services to be completed for the CITY.
23. Prohibition Against Unlawful Discrimination. The PROFESSIONAL acknowledges that the
CITY, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat.
252, 42 US.C. §§ 2000d to 2000d-4); C.R.S. § 24-34-401, and any associated State or
Federal laws and regulations, strictly prohibits unlawful discrimination based on an
individual’s gender (regardless of gender identity or gender expression), race, color, religion,
creed, national origin, ancestry, age forty (40) years or older, marital status, disability, sexual
orientation, genetic information, or other characteristics protected by law. Pursuant to CITY
policy, sexual orientation means a person’s actual or perceived orientation toward
heterosexuality, homosexuality, and bisexuality. The CITY also strictly prohibits unlawful
harassment in the workplace, including sexual harassment. Further, the CITY strictly
prohibits unlawful retaliation against a person who engages in protected activity. Protected
activity includes an employee com plaining that the employee has been discriminated
against in violation of the above policy or participating in an employment discrimination
proceeding.
The PROFESSIONAL shall comply with the CITY’s policy for equal employment opportunity
and prohibit unlawful discrimination, harassment and retaliation. This requirement also
applies to all third-party subcontractors/subconsultants at every tier.
24. ADA and Public Accommodations. In performing the Services required hereunder, the
PROFESSIONAL agrees to meet all requirements of the Americans with Disabilities Act of
1990, C.R.S. § 24-85-101, and all applicable rules and regulations (ADA), and all
applicable Colorado public accommodation laws, which are imposed directly on the
PROFESSIONAL or which would be imposed on the CITY as a public entity.
25. Technology Accessibility. The PROFESSIONAL represents that the Project Instruments
hereunder, shall fully comply with all applicable provisions of C.R.S. § 24-85-101, and the
Accessibility Standards for Individuals with a Disability, as established by the State of
Colorado Governor’s Office of Information Technology (OIT) pursuant to C.R.S. § 24-85-103
(2.5), including all updates and amendments to those standards as provided by the OIT.
The PROFESSIONAL shall also comply with all State of Colorado technology standards
related to technology accessibility and with Level AA of the most current version of the Web
Content Accessibility Guidelines (WCAG), incorporated in the State of Colorado technology
standards.
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To confirm that the Project Instruments meet these standards, the PROFESSIONAL may
be required to demonstrate compliance. The PROFESSIONAL shall indemnify, save, and
hold harmless the CITY against any and all costs, expenses, claims, damages, liability, c ourt
awards and other amounts (including attorneys’ fees and related costs) incurred by the CITY
in relation to the PROFESSIONAL’s failure to comply with C.R.S. § 24-85-101, or the
Accessibility Standards for Individuals with a Disability as established by OIT pursuant to
C.R.S. § 24-85-103 (2.5).
The CITY may require the PROFESSIONAL’s compliance to the State’s Accessibility
Standards to be determined by a third party selected by the CITY to attest to the Project
Instruments and software compliance with C.R.S. § 24-85-101, and the Accessibility
Standards for Individuals with a Disability as established by OIT pursuant to C.R.S. §
24-85-103 (2.5).
26. Data Privacy . PROFESSIONAL will comply with all applicable data privacy regulations and
laws, specifically including Colorado’s Privacy Act, C.R.S § 6-1-1301 (the Privacy Act).
PROFESSIONAL shall ensure that each person processing any personal data connected
to the Services is subject to a duty of confidentiality with respect to the data. If applicable,
PROFESSIONAL shall require that any subcontractors meet the obligations of
PROFESSIONAL with respect to any personal data connected to this AGREEMENT. The
Parties agree that upon termination of the Services that PROFESSIONAL shall, at the
CITY’s choice, delete or return all personal data to the CITY unless retention of the personal
data is required by law. PROFESSIONAL shall make available to the CITY all inf ormation
necessary to demonstrate compliance with the obligations of the Privacy Act.
PROFESSIONAL shall allow for, and contribute to, reasonable audits and inspections by
the CITY or the CITY’s designated auditor.
27. Governmental Immunity Act. No term or condition of this AGREEMENT shall be construed
or interpreted as a waiver, express or implied, of any of the notices, requirements,
immunities, rights, benefits, protections, limitations of liability, and other provisions of the
Colorado Governmental Immunity Act, C.R.S. § 24-10-101, and under any other applicable
law.
28. Colorado Open Records Act. The PROFESSIONAL acknowledges the CITY is a
governmental entity subject to the Colorado Open Records Act, C.R.S. § 24-72-200
(CORA), and documents in the CITY’s possession may be considered public records
subject to disclosure under the CORA.
29. Delay . Time is of the essence. Subject to Force Majeure, if the PROFESSIONAL is
temporarily delayed in whole or in part from performing its obligations, then the
PROFESSIONAL shall provide written notice to the CITY within two (2) business days
defining the nature of the delay. Provision of written notice under this Section shall not
operate as a waiver of any rights or benefits provided to the CITY under this AGREEMENT.
30. Force Majeure. No party hereto shall be considered in default in the performance of an
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obligation hereunder to the extent that performance of such obligation is delayed, hindered,
or prevented by force majeure. Force majeure shall be any cause beyond the control of the
party that could not reasonably have been foreseen and guarded against. Force majeure
includes, but is not limited to, acts of God, fires, riots, pandemics, incendiarism, interference
by civil or military authorities, compliance with regulations or orders of military authorities,
and acts of war (declared or undeclared), provided the cause could not have been
reasonably foreseen and guarded against by the affected party. Force majeure shall not
include increases in labor, commodity, utility, material, supply, fuel, or energy costs, or
compliance with regulations or orders of civil authorities. To the extent that the performance
is actually prevented, the PROFESSIONAL must provide notice to the CITY of such
condition within ten (10) calendar days from the onset of the condition.
31. Special Provisions. Special provisions or conditions relating to the Services to be performed
pursuant to this AGREEMENT are set forth in Exhibit [choose one] – HIPPA Business
Associate Agreement, consisting of eight (8) pages incorporated herein.
32. Order of Precedence. In the event of a conflict or inconsistency within this AGREEMENT,
the conflict or inconsistency shall be resolved by giving preference to the documents in the
following order of priority:
a. The body of this AGREEMENT (and any written amendment),
b. Exhibits to this AGREEMENT, and
c. The Purchase Order document.
33. Prohibited Terms. Nothing in any Exhibit or other attachment shall be construed as a waiver
of any provision above. Any terms included in any Exhibit or other attachment that requires
the CITY to indemnify or hold PROFESSIONAL harmless; requires the CITY to agree to
binding arbitration; limits PROFESSIONAL’s liability; or that conflicts with statute, City
Charter or City Code in any way, shall be void.
[Signature Page Follows]
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THE CITY OF FORT COLLINS, COLORADO
By:
Gerry Paul
Purchasing Director
Date:
ATTEST:
APPROVED AS TO FORM:
PROFESSIONAL'S NAME
By:
Printed:
Title:
Date:
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EXHIBIT A
SCOPE OF SERVICES
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EXHIBIT [CHOOSE ONE]
BID SCHEDULE/COMPENSATION
The following pricing shall remain fixed for the initial term of this AGREEMENT. Any applicable
price adjustments may only be negotiated and agreed to in writing at the time of renewal.
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EXHIBIT [CHOOSE ONE]
INSURANCE REQUIREMENTS
The PROFESSIONAL will provide, from insurance companies acceptable to the CITY, the
insurance coverage designated hereinafter and pay all costs. Before commencing work under
this bid, the PROFESSIONAL shall furnish the CITY with certificates of insurance showing the
type, amount, class of operations covered, effective dates and date of expiration of policies.
In case of the breach of any provision of the Insurance Requirements, the CITY, at its option, may
take out and maintain, at the expense of the PROFESSIONAL, insurance as the CITY may deem
proper and may deduct the cost of the insurance from any monies which may be due or become
due the PROFESSIONAL under this AGREEMENT.
Insurance certificates should show the certificate holder as follows:
City of Fort Collins
Purchasing Division
PO Box 580
Fort Collins, CO 80522
The CITY, its officers, agents and employees shall be named as additional insureds on the
PROFESSIONAL 's general liability and automobile liability insurance policies by marking the appropriate box or adding a statement to this effect on the certificate, for any claims
arising out of work performed under this AGREEMENT.
Insurance coverages shall be as follows:
A. Workers' Compensation & Employer's Liability. The PROFESSIONAL shall maintain
Worker’s Compensation and Employer’s Liability insurance during the life of this
AGREEMENT for all of the PROFESSIONAL's employees engaged in work performed
under this AGREEMENT. Workers' Compensation & Employer’s Liability insurance shall conform with statutory limits of $100,000 per accident, $500,000 disease aggregate, and
$100,000 disease each employee, or as required by Colorado law.
B. General Liability. The PROFESSIONAL shall maintain during the life of this AGREEMENT
General Liability insurance as will provide coverage for damage claims of personal injury,
including accidental death, as well as for claims for property damage, which may arise
directly or indirectly from the performance of work under this AGREEMENT. Coverage
for property damage shall be on a (broad form) basis. The amount of insurance for
General Liability shall not be less than $1,000,000 combined single limits for bodily injury
and property damage.
C. Automobile Liability. The PROFESSIONAL shall maintain during the life of this
AGREEMENT Automobile Liability insurance as will provide coverage for damage claims
of personal injury, including accidental death, as well as for claims for property damage,
which may arise directly or indirectly from the performance of work under this
AGREEMENT. Coverage for property damage shall be on a (broad form) basis. The
amount of insurance for Automobile Liability shall not be less than $1,000,000 combined
single limits for bodily injury and property damage.
D. Professional Liability . The PROFESSIONAL shall maintain Professional Liability
insurance in the amount of $1,000,000.
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EXHIBIT [CHOOSE ONE]
HIPAA BUSINESS ASSOCIATE AGREEMENT
This Business Associate Agreement ("Agreement") is entered into on this date of (the
"Effective Date"), by and between City of Fort Collins ("Covered Entity") and ("Business
Associate").
RECITALS:
WHEREAS, Covered Entity and Business Associate mutually desire to outline their
individual responsibilities with respect to the use and/or disclosure of Protected Health Information
("PHI") as mandated by the Privacy Rule promulgated under the Administrative Simplifications
subtitle of the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") including all
pertinent regulations issued by the U.S. Department of Health and Human Services as outlined
in 45 C.F.R. Parts 160, 162 and 164; (“HIPAA Privacy Rules and/or Security Standards ”)and
WHEREAS, Covered Entity and Business Associate understand and agree that the HIPAA
Privacy Rules and Security Standards requires the Covered Entity and Business Associate enter
into a Business Associate Agreement which shall govern the use and/or disclosure of PHI and
the security of PHI and ePHI.
NOW, THEREFORE, the parties hereto agree as follows:
Article I. Definitions. When used in this Agreement and capitalized, the following terms have
the following meanings:
Section 1.01 "Breach" shall mean the unauthorized acquisition, access, use, or
disclosure of PHI which comprises the security or privacy of such
information. However, the term 'breach' shall not include (1) any
unintentional acquisition, access, or use of PHI by an employee or
individual acting under the authority of a covered entity or business
associate if such acquisition, access, or use was made in good faith
and within the course and scope of the employment or other
professional relationship of such employee or individual, respectively,
with the covered entity or business associate; and such information is
not further acquired, accessed, used, or disclosed by any person; or (2)
any inadvertent disclosure from an individual who is otherwise
authorized to access protected health information at a facility operated
by a covered entity or business associate to another similarly situated
individual at same facility; and (3) any such information received as a
result of such disclosure is not further acquired, accessed, used, or
disclosed without authorization by any person.
Section 1.02 "Electronic Protected Health Information" or “ePHI” shall mean
Protected Health Information transmitted by electronic media or
maintained in electronic media.
Section 1.03 "Individual" shall have the same meaning as the term "Individual" in 45
C.F.R. §164.501 and shall include a person who qualifies as a personal
representative in accordance with 45 C.F.R. §164.502(g).
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Section 1.04 "Privacy Rule" shall mean the Standards for Privacy of Individual
Identifiable Health Information as set forth at 45 C.F.R. Parts 160 and
164 Subparts A and E.
Section 1.05 "Protected Health Information" or "PHI" shall have the same meaning
as the term "protected health information" in 45 C.F.R. § 164.501,
limited to the information created or received by Business Associate
from or on behalf of Covered Entity.
Section 1.06 "Required by Law" shall have the same meaning as the term "required
by law" in 45 C.F.R. § 164.501.
Section 1.07 "Secretary" shall mean the Secretary of the Department of Health and
Human Services or his or her designee.
Section 1.08 “Security Incident” shall mean any attempted or successful
unauthorized access, use, disclosure, modification or destruction of
information or systems operations in an electronic information system.
Section 1.09 “Security Rule” shall mean the Standards for Security of PHI, including
ePHI, as set forth at 45 C.F.R. Parts 160 and 164 Subpart C.
Section 1.10 “Unsecured Protected Health Information” shall mean protected health
information that is not rendered unusable, unreadable, or
indecipherable to unauthorized individuals through the use of a
technology or methodology specified by the Secretary .
Terms used but not defined in this Agreement shall have the same meaning as those
terms in the HIPAA regulations.
Article II. Obligations and Activities of Business Associate Regarding PHI.
Section 2.01 Business Associate agrees to not use or further disclose PHI other than
as permitted or required by this Agreement or as Required by Law.
Section 2.02 Business Associate agrees to use appropriate safeguards to prevent
use or disclosure of the PHI other than as provided for by this
Agreement.
Section 2.03 Business Associate agrees to ensure that any agents, including sub-
contractors (excluding entities that are merely conduits), to whom it
provides PHI agree to the same restrictions and conditions that apply
to Business Associate with respect to such information.
Section 2.04 Business Associate agrees to provide access, at the request of
Covered Entity, and in a reasonable time and manner designated by
Covered Entity, to PHI in a Designated Record Set that is not also in
Covered Entity's possession, to Covered Entity in order for Covered
Entity to meet the requirements under 45 C.F.R. § 164.524.
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Section 2.05 Business Associate agrees to make any amendment to PHI in a
Designated Record Set that the Covered Entity directs or agrees to
pursuant to 45 C.F.R. § 164.526 in a reasonable time and manner
designated by Covered Entity.
Section 2.06 Business Associate agrees to make internal practices books and
records relating to the use and disclosure of PHI available to the
Secretary, in a reasonable time and manner as designated by the
Covered Entity or Secretary, for purposes of the Secretary determining
Covered Entity's compliance with the Privacy Rule. Business Associate
shall immediately notify Covered Entity upon receipt or notice of any
request by the Secretary to conduct an investigation with respect to PHI
received from the Covered Entity.
Section 2.07 Business Associate agrees to document any disclosures of PHI that are
not excepted under 45 C.F.R. § 164.528(a)(1) as would be required for
Covered Entity to respond to a request by an Individual for an
accounting of disclosures of PHI in accordance with 45 C.F.R.
§ 164.528.
Section 2.08 Business Associate agrees to provide to Covered Entity or an
Individual, in a time and manner designated by Covered Entity,
information collected in accordance with paragraph (g) above, to permit
Covered Entity to respond to a request by an Individual for an
accounting of disclosures of PHI in accordance with 45 C.F.R.
§ 164.528.
Section 2.09 Business Associate agrees to use or disclose PHI pursuant to the
request of Covered Entity; provided, however, that Covered Entity shall
not request Business Associate to use or disclose PHI in any manner
that would not be permissible under the Privacy Rule if done by
Covered Entity.
Article III. Permitted Uses and Disclosures of PHI by Business Associate.
Section 3.01 Business Associate may use or disclose PHI to perform functions,
activities or services for, or on behalf of, Covered Entity provided that
such use or disclosure would not violate the Privacy Rule if done by
Covered Entity.
Section 3.02 Business Associate may use PHI for the proper management and
administration of Business Associate and to carry out the legal
responsibilities of Business Associate.
Section 3.03 Business Associate may disclose PHI for the proper management and
administration of Business Associate and to carry out the legal
responsibilities of Business Associate if:
(i) such disclosure is Required by Law, or
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(ii) Business Associate obtains reasonable assurances from the person
to whom the information is disclosed that such information will remain
confidential and used or further disclosed only as Required by Law or
for the purposes for which it was disclosed to the person, and the
person agrees to notify Business Associate of any instances of which it
is aware that the confidentiality of the information has been breached.
Section 3.04 Business Associate shall limit the PHI to the extent practicable, to the
limited data set or if needed by the Business Associate, to the minimum
necessary to accomplish the intended purpose of such use, disclosure
or request subject to exceptions set forth in the Privacy Rule.
Section 3.05 Business Associate may use PHI to provide Data Aggregation services
to Covered Entity as permitted by 42 C.F.R. § 164.504(e)(2)(i)(B).
Article IV. Obligations of Covered Entity Regarding PHI.
Section 4.01 Covered Entity shall provide Business Associate with the notice of
privacy practices that Covered Entity produces in accordance with 45
C.F.R. § 164.520, as well as any changes to such notice.
Section 4.02 Covered Entity shall provide Business Associate with any changes in,
or revocation of, authorization by an Individual to use or disclose PHI,
if such changes affect Business Associate's permitted or required uses
and disclosures.
Section 4.03 Covered Entity shall notify Business Associate of any restriction to the
use or disclosure of PHI that Covered Entity has agreed to in
accordance with 45 C.F.R. § 164.522, if such restrictions affect
Business Associate's permitted or required uses and disclosures.
Section 4.04 Covered Entity shall require all of its employees, agents and
representatives to be appropriately informed of its legal obligations
pursuant to this Agreement and the Privacy Rule and Security
Standards required by HIPAA and will reasonably cooperate with
Business Associate in the performance of the mutual obligations under
this Agreement.
Article V. Security of Protected Health Information.
Section 5.01 Business Associate has implemented policies and procedures to
ensure that its receipt, maintenance, or transmission of all protected
health information (“PHI”), either electronic or otherwise, on behalf of
Covered Entity complies with the applicable administrative, physical,
and technical safeguards required protecting the confidentiality,
availability and integrity of PHI as required by the HIPAA Privacy Rules
and Security Standards.
Section 5.02 Business Associate agrees that it will ensure that agents or
subcontractors agree to implement the applicable administrative,
physical, and technical safeguards required to protect the
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confidentiality, availability and integrity of PHI as required by HIPAA
Privacy Rules and Security Standards.
Section 5.03 Business Associate agrees to report to Covered Entity any Security
Incident (as defined 45 C.F.R. Part 164.304) of which it becomes
aware. Business Associate agrees to report the Security Incident to
the Covered Entity as soon as reasonably practicable, but not later than
10 business days from the date the Business Associate becomes
aware of the incident.
Section 5.04 Business Associate agrees to establish procedures to mitigate, to the
extent possible, any harmful effect that is known to Business Associate
of a use or disclosure of PHI by Business Associate in violation of this
Agreement.
Section 5.05 Business Associate agrees to immediately notify Covered Entity upon
discovery of any Breach of Unsecured Protected Health Information (as
defined in 45 C.F.R. §§ 164.402 and 164.410) and provide to Covered
Entity, to the extent available to Business Associate, all information
required to permit Covered Entity to comply with the requirements of 45
C.F.R. Part 164 Subpart D.
Section 5.06 Covered Entity agrees and understands that the Covered Entity is
independently responsible for the security of all PHI in its possession
(electronic or otherwise), including all PHI that it receives from outside
sources including the Business Associate.
Article VI. Term and Termination.
Section 6.01 Term. This Agreement shall be effective as of the Effective Date and
shall remain in effect until the Business Associate relationship with the
Covered Entity is terminated and all PHI is returned, destroyed or is
otherwise protected as set forth in Section 7(d).
Section 6.02 Termination for Cause by Covered Entity. Covered Entity may
terminate its contract(s) or business association with Business
Associate if Covered Entity determines that Business Associate has
violated a material term of the contract, to include this Agreement.
Section 6.03 Termination by Business Associate. This Agreement may be
terminated by Business Associate upon 30 days prior written notice to
Covered Entity in the event that Business Associate, acting in good
faith, believes that the requirements of any law, legislation, consent
decree, judicial action, governmental regulation or agency opinion,
enacted, issued, or otherwise effective after the date of this Agreement
and applicable to PHI or to this Agreement, cannot be met by Business
Associate in a commercially reasonable manner and without significant
additional expense.
Section 6.04 Effect of Termination. Upon termination of this Agreement for any
reason, at the request of Covered Entity, Business Associate shall
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return or destroy all PHI received from Covered Entity, or created or
received by Business Associate on behalf of Covered Entity. Business
Associate shall not retain any copies of the PHI unless necessary for
proper document retention/archival purposes only or if such PHI is
stored as a result of backup email systems that store emails for
emergency backup purposes. If the return or destruction of PHI is
infeasible, Business Associate shall extend the protections of this
Agreement to such PHI and limit further uses and disclosures of such
PHI to those purposes that make the return or destruction infeasible,
for so long as Business Associate maintains such PHI.
Article VII. Amendment.
The parties may agree to amend this Agreement from time to time in any other respect
that they deem appropriate. This Agreement shall not be amended except by written
instrument executed by the parties.
Article VIII. Severability .
The parties intend this Agreement to be enforced as written. However, (i) if any portion
or provision of this Agreement will to any extent be declared illegal or unenforceable
by a duly authorized court having jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to
which it is so declared illegal or unenforceable, will not be affected thereby, and each
portion and provision of this Agreement will be valid and enforceable to the fullest
extent permitted by law; and (ii) if any provision, or part thereof, is held to be
unenforceable because of the duration of such provision, the Covered Entity and the
Business Associate agree that the court making such determination will have the
power to modify such provision, and such modified provision will then be enforceable
to the fullest extent permitted by law.
Article IX. Notices.
All notices, requests, consents and other communications hereunder will be in writing,
will be addressed to the receiving party's address set forth below or to such other
address as a party may designate by notice hereunder, and will be either (i) delivered
by hand, (ii) made facsimile transmission, (iii) sent by overnight courier, or (iv) sent by
registered mail or certified mail, return receipt requested, postage prepaid.
If to the Covered Entity:
Copy :
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If to the Business Associate:
Article X. Regulatory References.
A reference in this Agreement to a section in the Privacy Rule means the referenced
section or its successor, and for which compliance is required.
Article XI. Headings and Captions.
The headings and captions of the various subdivisions of the Agreement are for
convenience of reference only and will in no way modify or affect the meaning or
construction of any of the terms or provisions hereof.
Article XII. Entire Agreement.
This Agreement sets forth the entire understanding of the parties with respect to the
subject matter set forth herein and supersedes all prior agreements, arrangements
and communications, whether oral or written, pertaining to the subject matter hereof.
Article XIII. Binding Effect.
The provisions of this Agreement shall be binding upon and shall inure to the benefit
of both Parties and their respective successors and assigns.
Article XIV.No Waiver of Rights, Powers and Remedies.
No failure or delay by a party hereto in exercising any right, power or remedy under
this Agreement, and no course of dealing between the parties hereto, will operate as
a waiver of any such right, power or remedy of the party. No single or partial exercise
of any right, power or remedy under this Agreement by a party hereto, nor any
abandonment or discontinuance of steps to enforce any such right, power or remedy,
will preclude such party from any other or further exercise thereof or the exercise of
any other right, power or remedy hereunder. The election of any remedy by a party hereto will not constitute a waiver of the right of such party to pursue other available
remedies. No notice to or demand on a party not expressly required under this
Agreement will entitle the party receiving such notice or demand to any other or further
notice or demand in similar or other circumstances or constitute a waiver of the right
of the party giving such notice or demand to any other or further action in any
circumstances without such notice or demand. The terms and provisions of this
Agreement may be waived, or consent for the departure therefrom granted, only by
written document executed by the party entitled to the benefits of such terms or
provisions. No such waiv er or consent will be deemed to be or will constitute a waiver
or consent with respect to any other terms or provisions of this Agreement, whether or
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not similar. Each such waiver or consent will be effective only in the specific instance
and for the purpose for which it was given, and will not constitute a continuing waiver
or consent.
Article XV. Governing Law.
This Agreement will be governed by and construed in accordance with the laws of
the State of Colorado.
Article XVI.Interpretation.
It is the Parties' intent to comply strictly with all applicable laws, including without
limitation, HIPAA, state statutes, or regulations (collectively, the "Regulatory Laws"),
in connection with this Agreement. In the event there shall be a change in the
Regulatory Laws, or in the reasoned interpretation of any of the Regulatory Laws or
the adoption of new federal or state legislation, any of which are reasonably likely to
materially and adversely affect the manner in which either Party may perform or be
compensated under this Agreement or which shall make this Agreement unlawful, the
Parties shall immediately enter into good faith negotiations regarding a new
arrangement or basis for compensation pursuant to this Agreement that complies with
the law, regulation or policy and that approximates as closely as possible the economic
position of the Parties prior to the change. In addition, the Parties hereto have negotiated and prepared the terms of this Agreement in good faith with the intent that
each and every one or the terms, covenants and conditions herein be binding upon
and inure to the benefit of the respective Parties. To the extent this Agreement is in
violation of applicable law, then the Parties agree to negotiate in good faith to amend
this Agreement, to the extent possible consistent with its purposes, to conform to law.
IN WITNESS WHEREOF, the parties have executed this Business Associate Agreement as
of the Effective Date.