HomeMy WebLinkAboutRFP - 7601 HEALTH & WELLNESS PROGRAM PROVIDER - SENIOR CENTERRFP 7601 Health & Wellness Program Provider - Senior Center Page 1 of 35
REQUEST FOR PROPOSAL
7601 Health & Wellness Program Provider-Senior Center
The City of Fort Collins is requesting proposals from qualified firms to provide health,
wellness and nutritional programs and events offered at the City’s newly expanded
Senior Center.
Proposals submission via email is preferred. Proposals shall be submitted in
Microsoft Word or PDF format and e-mailed to: purchasing@fcgov.com. If
electing to submit hard copy proposals instead, five (5) copies, will be received at the
City of Fort Collins' Purchasing Division, 215 North Mason St., 2nd floor, Fort Collins,
Colorado 80524. Proposals will be received before 3:00 p.m. (our clock), March 14,
2014 and referenced as Proposal No. 7601. If delivered, they are to be sent to 215
North Mason Street, 2
nd
Floor, Fort Collins, Colorado 80524. If mailed, the address is
P.O. Box 580, Fort Collins, 80522-0580.
The City encourages all disadvantaged business enterprises to submit proposals in
response to all requests for proposals and will not be discriminated against on the
grounds of race, color, national origin for all proposals for negotiated agreements.
Questions concerning the scope of the project should be directed to Project Manager,
Bob Adams, Recreation Director at (970) 221-6354 or badams@fcgov.com .
Questions regarding bid submittal or process should be directed to David Carey, CPPB,
Buyer at (970) 416-2191 or dcarey@fcgov.com .
The deadline for submitting questions is on Friday February 21, 2014. Please
submit your questions via email to Project Manager, Bob Adams, with a copy to
David Carey.
A copy of the Proposal may be obtained as follows:
1. Download the Proposal/Bid from the BuySpeed Webpage,
www.fcgov.com/eprocurement
The City of Fort Collins is subject to public information laws, which permit access to
most records and documents. Proprietary information in your response must be clearly
identified and will be protected to the extent legally permissible. Proposals may not be
marked ‘Proprietary’ in their entirety. Information considered proprietary is limited to
material treated as confidential in the normal conduct of business, trade secrets,
discount information, and individual product or service pricing. Summary price
information may not be designated as proprietary as such information may be carried
Financial Services
Purchasing Division
215 N. Mason St. 2nd Floor
PO Box 580
Fort Collins, CO 80522
970.221.6775
970.221.6707
fcgov.com/purchasing
RFP 7601 Health & Wellness Program Provider - Senior Center Page 2 of 35
forward into other public documents. All provisions of any contract resulting from this
request for proposal will be public information.
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.
Sincerely,
Gerry S. Paul
Director of Purchasing & Risk Management
RFP 7601 Health & Wellness Program Provider - Senior Center Page 3 of 35
REQUEST FOR PROPOSAL
7601 Health & Wellness Program Provider-Senior Center
I. SCOPE OF SERVICES
BACKGROUND
The City of Fort Collins (City) is looking for a qualified organization to provide health,
wellness and nutritional programs and events offered at the City’s newly expanded
Senior Center. The City would like to open an on-site health and wellness center in the
Summer/Fall of 2014 for all Senior Center members and patrons. The Senior Center
has approximately 2,000 members and 1,000 visits per day. Hours of operation are:
Monday - Friday 6:00a.m. - 9:00p.m., Saturday 8:00a.m. - 5:00p.m., and Sunday
10:00a.m. - 9:00p.m.
GOALS
The goals of the program would be the following:
To provide affordable and accessible health and wellness related programs to
the citizens of Fort Collins.
To include benefits or discounts to Fort Collins Senior Center members and
accept Recreation’s “reduced fee” participants in programs.
Provide certified and highly qualified instructors, medical providers and speakers.
To efficiently utilize and schedule the Senior Center’s new expansion
components, specifically the wellness rooms.
To create an effective community collaboration between the organizations while
providing important community health and wellness services to the public.
To review and interview current providers within Recreation programs that offer
similar services. Assessments will be made to include current providers in future
program/service offerings.
Create a revenue share program.
Create a seamless, efficient and community focused transition that clearly
benefits the public.
To continually dedicate resources and time to further evaluate, define and
develop this program.
CITY TO PROVIDE
The City of Fort Collins Recreation Department- Senior Center will provide:
Facilities space to conduct the programs.
Promotional support of programs in the City’s quarterly “Recreator” catalog.
Collaborate with Successful Vendor on communications, public relations,
marketing and promotion of partnership and services provided.
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Participation registration of all offerings through the City’s Rec Trac software
system.
Participant rosters or tracking of paid participants to the Successful Vendor.
Designate a city staff representative to oversee and communicate with the
Successful Vendor on all programs offered.
PROGRAM PROVIDER TO PROVIDE
The Successful Vendor will provide:
Quality health, wellness and nutritional programs to be offered and conducted at
the Fort Collins Senior Center.
Diversified programs that are available to all citizens of Fort Collins with primary
focus on ages 50+.
Qualified and certified staff.
Background checks for all staff involved with the offerings.
Evidence based programs and reports on a quarterly basis to the designated City
staff representative.
Customer service satisfactory service reports on a quarterly basis to the
designated City staff representative.
Meet all established publishing deadlines for City’s quarterly “Recreator” catalog
by working with designated City staff representative.
Invoice the City at the end of each program or mutually agreed upon timeframe
by parties.
PROGRAMS AND FEES
Current Health, Wellness and Nutritional Programs and Associated Fees:
Programs that will continue to be offered through the City by the Successful Vendor
would include but not be limited to:
Program Fees Offered
Foot Care Clinics Per Member Tuesdays
Per Non-Member (9:00a.m.-2:30p.m.)
Full Body Massage
1 hour Per Member Monday
Per Non-Member (12:30-6:30p.m.)
½ hour Per Member Monday
Per Non-Member (12:30-6:30p.m.)
51 Participants/2013
Chair Massage 10 Minutes Mondays
20 Minutes (9:00a.m.-Noon)
256 Participants/2013
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Audiology Screens Free (Member Only) Once per Quarter
Wednesdays
(8:30-9:30a.m.)
Blood Pressure Checks Free (Member Only) Once per Month
Mondays
(10:00a.m.-Noon)
Cholesterol Checks Per Flat Fee/Sliding Scale 2 or 3 times per month
Varies
(8:30-10:30a.m.)
Wellness & Nutrition Education Programs/Workshops:
Hearing Loss over 50 No Fee Times Varies
Nutritional or Dr. Seminars Varies Varies
Living Life with a Purpose Varies (2) Week Session
Tuesdays
(7:00-8:30p.m.)
Legal Services Free (Member Only) Thursday,
(1:00-5:00p.m.)
VOA Senior Nutrition Program $2.50 Suggested Donation Tu, Wed, and Th,
(Noon)
Other potential programs that could be considered with the Senior Center
expansion:
Cardiac Rehab
Physical Therapy
Aroma Therapy
Foot reflexology
Reiki
Acupuncture
One-on-One Nutritional Counseling
Group Nutritional Counseling
Nutritional Lunch & Learns
Nutritional/Wellness Workshops
Meet the Doctor (Dr.) Seminars
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Please provide proposed programs, fees (include general public, Senior Center
member, and low income), proposed compensation (Revenue Share), and
frequency of program offering:
Program Fees Compensation Offered
With this agreement if any new health, wellness or nutritional program offerings are
considered beyond the current list the Successful Vendor will have first right of refusal
to offer the program prior to the City establishing an agreement with another
organization or do in-house.
II. PROPOSAL REQUIREMENTS
Incomplete Proposals may not be considered. Attach additional pages as
necessary.
General Information
1. Name of your organization and date established.
2. Please provide a brief history of your organization. Explain health and wellness
program provider experience for the last three (3) years.
3. Provide the contact information of the individual(s) authorized to answer any
questions related to the proposal.
Name:
Title:
Address:
Phone Number:
Fax Number:
Email Address:
On-site Health & Wellness Program Provider General Information
1. Please identify any aspects of the “Scope of Services” that you are not able to
provide or that do not fit your program model.
2. How many other similar programs are currently being serviced by your firm, from
where?
3. If your company is selected, describe in detail the steps and schedule/timeline
necessary to implement the programs.
4. How is confidentiality assured? How is it communicated to participants?
5. What practices do you have in place to protect the confidentiality of individual
information when electronically transferring or storing information?
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Other Questions:
1. Will you assist in on-site Senior Center member and patron education as
requested? If yes, how and what is the cost?
2. Can you provide educational or other materials in electronic format for posting?
3. Who is legally at risk for all liability issues?
4. Who manages the staff and assures proper credentialing? Will this individual be
on-site at the Senior Center?
5. How do you staff a program? What are the degrees and credentials of each
person providing care to Senior Center members and patrons?
6. Are you a franchise? If so, who is the parent company and where is it located?
7. How is HIPAA compliance maintained and implemented?
8. Is there an Account Manager, and what is their role?
III. ADDITIONAL INSTRUCTIONS AND PROPOSAL REQUIREMENTS
PART 1 - INSURANCE REQUIREMENTS
The Successful Vendor shall carry the insurance specified in the Services Agreement
included as Exhibit “B” with this request for proposal.
PART 2 - DEFINED TERMS
When used in this Request for Proposal (RFP), the following terms shall have the
following meaning:
2.01 “Addenda” or “Addendum” means a clarification or modification to this RFP
issued by the City according to Section 6.01 of these instructions.
2.02 “Agreement” means the form of agreement included as Attachment “B” to this
request for proposal.
2.03 “Vendor” or “Vendors” means entities responding to this RFP.
2.04 “Project” means the Senior Center Health and Wellness Program Provider at the
Senior Center as more specifically described in this RFP.
2.05 “Project Manager” means City staff responsible for overall project.
2.06 “RFP” means this Request for Proposal, dated February 10, 2014, for the Health
and Wellness Program Provider at the Senior Center.
2.07 “Successful Vendor” means the best qualified, responsible Vendor to whom the
City makes an award on the basis of the City's evaluations as hereinafter
provided.
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PART 3 - CONTRACT DOCUMENTS
3.01 The City’s standard Services Agreement (Agreement) is attached (see
Attachment “B” to this RFP). The Successful Vendor will be expected to sign
the Agreement in substantially the same form as presented in this RFP packet,
except that the Agreement will be modified to reflect the actual scope of services
being provided.
Requests for changes or modifications to the Agreement must be noted in the
Vendor’s proposal. The failure to note constitutes Vendor’s acceptance of all of
the terms and conditions of the City’s form of Agreement that is included with this
RFP. The City reserves the right to negotiate optional scope of work items with
the Successful Vendor.
3.02 Payment under the Agreement shall be negotiated prior to award. The City will
not reimburse the Successful Vendor or other Vendors for any expenses incurred
in preparing proposals in response to this RFP.
3.03 The City, in making the Agreement available on the above terms, does so only
for the purpose of obtaining proposals on the work.
PART 4 - QUALIFICATIONS OF VENDOR
4.01 All Vendors must be prepared to submit, within five (5) days of the City's request,
written evidence of their qualifications to perform the work. Vendors may be
required to submit evidence that they have a practical knowledge of the particular
work required by the Project and that they have the financial resources to
complete the Project. In determining the Vendor's qualifications, the following
factors will be considered: (a) work previously completed by the Vendor, (b) staff
and resources available for this Project, (c) recent financial statement relative to
resources, including cash and bank credits available, (d) statement of material on
hand and available for this Project, (e) whether the Vendor maintains a
permanent place of business, and (f) whether the Vendor has appropriate
technical experience. No proposal will be accepted from a Vendor who is
engaged on any work that would impair his ability to perform or finance this
Project.
No proposal shall be accepted from and no agreement will be awarded to any
person, firm, or corporation that is in arrears to the City, upon debt or contract
that is a defaulter, as surety or otherwise, upon any obligation to the City or that
is deemed irresponsible or unreliable by the City. If requested, any Vendor shall
be required to submit satisfactory evidence that they have a practical knowledge
of the particular service proposed upon and that they have the necessary
financial resources to provide the proposed services.
4.02 Evidence of Vendor's qualification to do business in the State of Colorado may
be required.
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4.03 Vendors will be required to establish to the satisfaction of the City the reliability
and responsibility of all proposed subcontractors and suppliers pursuant to the
criteria set forth in these Instructions and Proposal Requirements. Prior to the
award of the Contract, the City will notify Vendors in writing if the City has
reasonable objection to any such proposed subcontractor. In this event, Vendor
may, at his option, (1) withdraw his proposal, or (2) submit a substitute
acceptable to the City with an adjustment in the proposal to cover any difference
in cost. The City may, at its discretion, accept the adjusted proposal or may
disqualify the Vendor.
PART 5 - EXAMINATION OF RFP DOCUMENTS
5.01 Before submitting a proposal, each Vendor should perform the following as
applicable: (a) examine the RFP and project requirements thoroughly; (b)
familiarize himself with federal, state, and local laws, ordinances, rules and
regulations that may in any manner affect cost, progress or performance of the
Project; and (c) study the RFP requirements.
5.02 The submission of a proposal will constitute an incontrovertible representation by
the Vendor that he has complied with every requirement of this RFP and that the
RFP requirements are sufficient in scope and detail to indicate and convey
understanding of all terms and conditions for performance of the Project.
PART 6 - INTERPRETATIONS AND GOVERNING LAW
6.01 All questions regarding the meaning or intent of this RFP are to be submitted in
writing to the City’s Project Manager using the contact information set forth in
page 1 of this RFP. Only questions answered by formal written Addenda will be
binding. Oral and other interpretations or clarifications will be without legal effect
and will NOT be considered in awarding of project. Addenda will be emailed to
all parties recorded by the City as having received the RFP. No addenda will be
issued later than seven (7) days prior to the proposal due date. It shall be each
Vendor's responsibility to make inquiry as to Addenda that have been issued. All
Addenda shall become part of this RFP, and all Vendors shall be bound by such
Addenda, whether or not received by the Vendor.
6.02 All applicable State of Colorado and Federal laws, City and County ordinances,
licenses and regulations of all agencies having jurisdiction shall apply to the
Vendor and project throughout and incorporated here by reference. The
Agreement with the selected Vendor, and all questions concerning the execution,
validity or invalidity, capacity of the parties, and the performance of the
Agreement, shall be interpreted in all respects in accordance with the Charter
and Code of the City of Fort Collins and the laws of the State of Colorado.
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PART 7 - CONTRACT TIME
7.01 Contract term will be negotiated prior to execution of the Agreement and made
part thereof. The City’s anticipates the Agreement to have an initial term of one
(1) year with options to renew for four (4) additional one year terms.
PART 8 - PROPOSAL CONTENTS AND FORMAT
8.01 Proposals must specifically include the following, at a minimum:
1. Vendor’s proposed program model.
2. Completed Attachment “A”- Proposer’s Certification
8.02 Each Vendor must submit the proposal with a complete Proposer’s Certification
Page (see Attachment “A” to this RFP) in its usual signature by an authorized
representative.
1. For corporations, the Certification Page must be executed in the corporate
name by the president or a vice-president (or other corporate officer
accompanied by evidence of authority to sign) and the corporate seal must be
affixed and attested by the secretary or an assistant secretary. The corporate
address and state of incorporation shall be shown below the signature.
2. For partnerships, the Certification Page must be executed in the partnership
name and signed by a partner, whose title must appear under the signature.
The official address of the partnership must be shown below the signature.
3. For joint ventures, the Certification Page shall be signed by each participant
in the joint venture or by an authorized agent of each participant, and
accompanied by evidence of authority to sign.
4. The names of all persons signing must also be legibly printed or typed below
the signature. A proposal by a person who affixes to his signature the word
"president", "secretary", "agent", or other designation without disclosing his
principal may be held to be the proposal of the individual signing. When
requested by the City, evidence of the authority of the person signing shall be
furnished.
5. The full name of each person or company interested in the proposal shall be
listed on the Certification Page.
8.03 The proposal shall contain an acknowledgment of receipt of all Addenda (the
numbers of which shall be filled in on the proposal).
8.04 No alterations in proposals, or in the printed forms therefore, by erasures,
interpolations, or otherwise will be acceptable unless each such alteration is
signed or initialed by the Vendor. If initialed, the City may require the Vendor to
identify an alteration so initialed. No alteration in any proposal shall be made
after the proposal has been submitted.
8.05 The address and phone number to which communications regarding the proposal
is to be directed must be shown.
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8.06 All prices must be written in words and expressed in figures. The unit price items
in the proposal must cover all items of work to be done and material to be
furnished to fully complete the work in accordance with the RFP’s Minimum
Scope of Services, included in Section II of this RFP. The cost of appurtenant
items of work, material, and equipment not listed separately, not shown on the
drawings or not specified as necessary to complete the work in accordance with
the RFP shall be considered as included in the unit price.
8.07 The Vendor may be provided confidential information. Complete confidentiality
must be maintained regarding City information and data. Signing of a
confidentiality agreement will be required by the Successful Vendor.
8.08 The City is exempt from City, State, and Federal sales/excise taxes. Certificates
will be issued upon request. Any appropriate taxes shall be shown as a separate
item in the proposal.
PART 10 AWARD OF PROJECT
10.01 The City reserves the right and discretion to reject any and all proposals, to
waive any and all informalities and to negotiate Agreement terms with the
Successful Vendor, and the right to disregard all nonconforming, non-responsive
or conditional proposals. Discrepancies between words and figures will be
resolved in favor of the words. Discrepancies between the indicated sum of any
column of figures and the correct sum thereof shall be resolved in favor of the
correct sum. Your attention is called to the fact that proposals that are not
completed as directed in this RFP are subject to rejection in the discretion of the
City.
10.02 In evaluating proposals, the City shall consider the qualifications of the Vendors,
and whether or not the proposals comply with the prescribed requirements. The
City reserves the right to reject the proposal of any Vendor who does not pass
any such evaluation to the City's satisfaction.
10.03 The proposal of any Vendor that is in arrears to the City upon debt of contract or
that is a defaulter, as surety or otherwise, upon any obligation to the City may be
rejected.
10.04 If the Agreement is to be awarded, it will be awarded to the most qualified
responsible Vendor, the evaluation of whom by the City indicates that the award
will be in the best interest of the City.
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VI. REVIEW AND ASSESSMENT
Professional firms will be evaluated on the following criteria. These criteria will be the
basis for review of the written proposals and interview session. Based on results of the
initial evaluation, the City will select finalists for consideration. Any or all proposals may
be rejected by The City. The City reserves the right to award based only on written
proposal rating results.
The finalists may be asked to make formal presentations of their proposals, as
well as to demonstrate their systems and procedures for providing health,
wellness and nutritional programs and events at the Senior Center.
The rating scale shall be from 1 to 5, with 1 being a poor rating, 3 being an average
rating, and 5 being an outstanding rating.
WEIGHTING
FACTOR
QUALIFICATION STANDARD
2.0 Scope of Proposal
Does the proposal show an understanding of
the project objective, methodology to be used
and results that are desired from the project?
2.0
Assigned
Personnel
Do the persons who will be working on the
project have the necessary skills? Are
sufficient people of the requisite skills assigned
to the project?
1.0 Availability
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?
1.0 Motivation
Is the firm interested and are they capable of
doing the work in the required time frame?
2.0 Cost
Do the proposed cost compare favorably with
the project Manager's estimate?
2.0 Firm Capability
Does the firm have the support capabilities the
assigned personnel require? Has the firm
done previous projects of this type and scope?
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V. REFERENCE EVALUATION (TOP RANKED FIRM)
The Project Manager will check references using the following criteria. The evaluation
rankings will be labeled Satisfactory/Unsatisfactory.
QUALIFICATION STANDARD
Overall Performance
Would you hire this Professional again? Did
they show the skills required by this project?
Timetable
Was the original Scope of Work completed
within the specified time? Were interim
deadlines met in a timely manner?
Completeness
Was the Professional responsive to client needs;
did the Professional anticipate problems? Were
problems solved quickly and effectively?
Budget
Was the original Scope of Work completed
within the project budget?
Job Knowledge
a) If a study, did it meet the Scope of Work?
b) If Professional administered a construction
contract, was the project functional upon
completion and did it operate properly?
Were problems corrected quickly and
effectively?
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VI. TIMETABLE
The following is a proposed timetable developed for this project. You will be notified of
any significant change:
ITEM DATE
Written follow-up questions due to the City February 21, 2014
Proposals due to the City March 14, 2014
Finalist Vendors notified March 21, 2014
Finalist interviews Week of April 7, 2014
Selection of Successful Vendor Week of April 14, 2014
Health and Wellness Center Opening Date September 1, 2014
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ATTACHMENT ”A” TO REQUEST FOR PROPOSAL
PROPOSER’S CERTIFICATION
NOTE: Please ensure that this document is completed and submitted with your
proposal. Failure to do so may result in your proposal not being considered for award.
I have carefully examined the Request for Proposal and any other documents
accompanying or made a part of this Request for Proposal, including the form of
agreement provided as Exhibit A to the RFP (the “Agreement”) and the Business
Associate Agreement (the “BAA”) provided. I hereby certify that, if selected, I can meet
all insurance and other requirements contained within the Agreement and the BAA and
that I will sign the Agreement and the BAA in substantially the form presented in this
RFP.
I hereby propose to furnish the services specified in the Request for Proposal at
the prices or rates quoted in my proposal. I agree to abide by all conditions of this
proposal and understand that a background investigation may be conducted on Vendor
and individuals employed by Vendor.
I certify that all information contained in this proposal is true to the best of my
knowledge and belief, that I am duly authorized to submit this proposal on behalf of the
Vendor, and that the Vendor is ready, willing and able to perform if awarded the
contract. I acknowledge that this proposal is a public record and may be subject, upon
request, to disclosure to the public.
I further certify, under oath, that this proposal is made without prior
understanding, agreement, connection, discussion, or collusion with any other person,
firm or corporation submitting a proposal for the same product or service; no officer,
employee or agent of the City of Fort Collins or of any other Proposer interested in said
proposal; and that the undersigned executed this Proposer’s Certification with full
knowledge and understanding of the matters therein contained.
_________________________
NAME OF BUSINESS
BY: _________________________ _________________________
SIGNATURE PRINTED NAME & TITLE
______________________ _________________________________
MAILING ADDRESS
_______________________________________________________
CITY, STATE, ZIP CODE
( )___________________ ____________________________
TELEPHONE NUMBER EMAIL
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ATTACHMENT ”B” TO REQUEST FOR PROPOSAL
(For informational purposes, do not fill in or submit with proposal)
SERVICES AGREEMENT
THIS AGREEMENT made and entered into the day and year set forth below by and
between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter
referred to as the "City" and , hereinafter referred to as "Service Provider".
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 Services. The Service Provider agrees to provide services in accordance with
the scope of services attached hereto as Exhibit "A", consisting of ( )
page and incorporated herein by this reference. Irrespective of references in Exhibit
A to certain named third parties, Professional shall be solely responsible for performance
of all duties hereunder.
2. The Work Schedule. [Optional] The services to be performed pursuant to this Agreement
shall be performed in accordance with the Work Schedule attached hereto as Exhibit "B",
consisting of ( ) page , and incorporated herein by this reference.
3. Time of Commencement and Completion of Services. The services to be performed
pursuant to this Agreement shall be initiated within ( ) days following
execution of this Agreement. Services shall be completed no later than . Time is of
the essence. Any extensions of the time limit set forth above must be agreed upon in a
writing signed by the parties.
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4. Contract Period. [Option 1] This Agreement shall commence upon the date of execution
shown on the signature page of this Agreement and shall continue in full force and effect
for one (1) year, unless sooner terminated as herein provided. In addition, at the option of
the City, the Agreement may be extended for an additional period of one (1) year at the
rates provided with written notice to the Professional mailed no later than ninety (90) days
prior to contract end.
5. Contract Period. [Option 2] This Agreement shall commence , 200 , and shall
continue in full force and effect until , 200 , 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 ( ) additional one year periods.
Renewals and pricing changes shall be negotiated by and agreed to by both parties. The
Denver Boulder Greeley CPIU published by the Colorado State Planning and Budget
Office will be used as a guide. Written notice of renewal shall be provided to the Service
Provider and mailed no later than ninety (90) days prior to contract end.
6. Delay. If either party is prevented in whole or in part from performing its obligations by
unforeseeable causes beyond its reasonable control and without its fault or negligence,
then the party so prevented shall be excused from whatever performance is prevented by
such cause. To the extent that the performance is actually prevented, the Service
Provider must provide written notice to the City of such condition within fifteen (15) days
from the onset of such condition.
7. Early Termination by City/Notice. Notwithstanding the time periods contained herein, the
City may terminate this Agreement at any time without cause by providing written notice of
termination to the Service Provider. Such notice shall be delivered at least fifteen (15)
days prior to the termination date contained in said notice unless otherwise agreed in
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writing by the parties. All notices provided under this Agreement shall be effective when
mailed, postage prepaid and sent to the following addresses:
Service Provider: City: Copy to:
Attn:
City of Fort Collins
Attn:
PO Box 580
Fort Collins, CO 80522
City of Fort Collins
Attn: Purchasing Dept.
PO Box 580
Fort Collins, CO 80522
In the event of early termination by the City, the Service Provider shall be paid for services
rendered to the date of termination, subject only to the satisfactory performance of the
Service Provider's obligations under this Agreement. Such payment shall be the Service
Provider's sole right and remedy for such termination.
8. Contract Sum. The City shall pay the Service Provider for the performance of this
Contract, subject to additions and deletions provided herein, ($ ) as per the
attached Exhibit " ", consisting of page , and incorporated herein by this
reference.
9. City Representative. The City will designate, prior to commencement of the work, its
representative who shall make, within the scope of his or her authority, all necessary and
proper decisions with reference to the services provided under this agreement. All
requests concerning this agreement shall be directed to the City Representative.
10. Independent Service provider. The services to be performed by Service Provider are
those of an independent service provider and not of an employee of the City of Fort
Collins. The City shall not be responsible for withholding any portion of Service Provider's
compensation hereunder for the payment of FICA, Workmen's Compensation or other
taxes or benefits or for any other purpose.
11. Subcontractors. Service Provider may not subcontract any of the Work set forth in the
Exhibit A, Statement of Work without the prior written consent of the city, which shall not
be unreasonably withheld. If any of the Work is subcontracted hereunder (with the
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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 Service Provider.
12. Personal Services. It is understood that the City enters into the Agreement based on the
special abilities of the Service Provider and that this Agreement shall be considered as an
agreement for personal services. Accordingly, the Service Provider shall neither assign
any responsibilities nor delegate any duties arising under the Agreement without the prior
written consent of the City.
13. Acceptance Not Waiver. 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
the City under this Agreement or cause of action arising out of performance of this
Agreement.
14. Warranty.
a. Service Provider warrants that all work performed hereunder shall be performed with
the highest degree of competence and care in accordance with accepted standards for
work of a similar nature.
b. Unless otherwise provided in the Agreement, all materials and equipment incorporated
into any work shall be new and, where not specified, of the most suitable grade of their
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respective kinds for their intended use, and all workmanship shall be acceptable to
City.
c. Service Provider warrants all equipment, materials, labor and other work, provided
under this Agreement, except City-furnished materials, equipment and labor, against
defects and nonconformances in design, materials and workmanship/workwomanship
for a period beginning with the start of the work and ending twelve (12) months from
and after final acceptance under the Agreement, regardless whether the same were
furnished or performed by Service Provider or by any of its subcontractors of any tier.
Upon receipt of written notice from City of any such defect or nonconformances, the
affected item or part thereof shall be redesigned, repaired or replaced by Service
Provider in a manner and at a time acceptable to City.
15. 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 or refuse to perform
according to the terms of this agreement, such party may be declared in default thereof.
16. Remedies. In the event a party has been declared in default, such defaulting party shall
be allowed a period of ten (10) days 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 himself of any other remedy at law or equity. If the non-defaulting
party commences legal or equitable actions against the defaulting party, the defaulting
party shall be liable to the non-defaulting party for the non-defaulting party's reasonable
attorney fees and costs incurred because of the default.
17. Binding Effect. This writing, together with the exhibits hereto, constitutes the entire
agreement between the parties and shall be binding upon said parties, their officers,
employees, agents and assigns and shall inure to the benefit of the respective survivors,
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heirs, personal representatives, successors and assigns of said parties.
18. Indemnity/Insurance.
a. The Service Provider agrees to indemnify and save harmless the City, its officers,
agents and employees against and from any and all actions, suits, claims, demands or
liability of any character whatsoever brought or asserted for injuries to or death of any
person or persons, or damages to property arising out of, result from or occurring in
connection with the performance of any service hereunder.
b. The Service Provider shall take all necessary precautions in performing the work
hereunder to prevent injury to persons and property.
c. Without limiting any of the Service Provider's obligations hereunder, the Service
Provider shall provide and maintain insurance coverage naming the City as an
additional insured under this Agreement of the type and with the limits specified within
Exhibit , consisting of one (1) page, attached hereto and incorporated herein by
this reference. The Service Provider before commencing services hereunder, shall
deliver to the City's Director of Purchasing and Risk Management, P. O. Box 580 Fort
Collins, Colorado 80522 one copy of a certificate evidencing the insurance coverage
required from an insurance company acceptable to the City.
19. Entire Agreement. This Agreement, along with all Exhibits and other documents
incorporated herein, shall constitute the entire Agreement of the parties. Covenants or
representations not contained in this Agreement shall not be binding on the parties.
20. Law/Severability. The laws of the State of Colorado shall govern the construction
interpretation, execution and enforcement of this Agreement. In the event any provision of
this Agreement shall be held invalid or unenforceable by any court of competent
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jurisdiction, such holding shall not invalidate or render unenforceable any other provision
of this Agreement.
21. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et.
seq., Service Provider represents and agrees that:
a. As of the date of this Agreement:
1. Service Provider does not knowingly employ or contract with an illegal alien who
will perform work under this Agreement; and
2. Service Provider will participate in either the e-Verify program created in Public
Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th
Congress, as amended, administered by the United States Department of
Homeland Security (the “e-Verify Program”) or the Department Program (the
“Department Program”), an employment verification program established pursuant
to Section 8-17.5-102(5)(c) C.R.S. in order to confirm the employment eligibility of
all newly hired employees to perform work under this Agreement.
b. Service Provider shall not knowingly employ or contract with an illegal alien to perform
work under this Agreement or knowingly enter into a contract with a subcontractor that
knowingly employs or contracts with an illegal alien to perform work under this
Agreement.
c. Service Provider is prohibited from using the e-Verify Program or Department Program
procedures to undertake pre-employment screening of job applicants while this
Agreement is being performed.
d. If Service Provider obtains actual knowledge that a subcontractor performing work
under this Agreement knowingly employs or contracts with an illegal alien, Service
Provider shall:
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1. Notify such subcontractor and the City within three days that Service Provider has
actual knowledge that the subcontractor is employing or contracting with an illegal
alien; and
2. Terminate the subcontract with the subcontractor if within three days of receiving
the notice required pursuant to this section the subcontractor does not cease
employing or contracting with the illegal alien; except that Service Provider shall
not terminate the contract with the subcontractor if during such three days the
subcontractor provides information to establish that the subcontractor has not
knowingly employed or contracted with an illegal alien.
e. Service Provider shall comply with any reasonable request by the Colorado
Department of Labor and Employment (the “Department”) made in the course of an
investigation that the Department undertakes or is undertaking pursuant to the
authority established in Subsection 8-17.5-102 (5), C.R.S.
f. If Service Provider violates any provision of this Agreement pertaining to the duties
imposed by Subsection 8-17.5-102, C.R.S. the City may terminate this Agreement. If
this Agreement is so terminated, Service Provider shall be liable for actual and
consequential damages to the City arising out of Service Provider’s violation of
Subsection 8-17.5-102, C.R.S.
g. The City will notify the Office of the Secretary of State if Service Provider violates this
provision of this Agreement and the City terminates the Agreement for such breach.
22. Special Provisions. Special provisions or conditions relating to the services to be
performed pursuant to this Agreement are set forth in Exhibit " " - Confidentiality,
consisting of ( ) pages, attached hereto and incorporated herein by this
reference.
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CITY OF FORT COLLINS, COLORADO
a municipal corporation
By:_______________________________
Gerry Paul
Director of Purchasing and Risk Management
Date:_____________________________
ATTEST:
_________________________________
City Clerk
APPROVED AS TO FORM:
________________________________
Assistant City Attorney
By:_______________________________
__________________________________
PRINT NAME
__________________________________
TITLE
Date:_____________________________
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EXHIBIT B
(To Services Agreement)
INSURANCE REQUIREMENTS
1. The Service Provider 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 Service Provider shall furnish the City with certificates of insurance
showing the type, amount, class of operations covered, effective dates and date of
expiration of policies, and containing substantially the following statement:
"The insurance evidenced by this Certificate will not be cancelled or materially
altered, except after ten (10) days written notice has been received by the City of Fort
Collins."
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 Service Provider, such
insurance as the City may deem proper and may deduct the cost of such insurance from
any monies which may be due or become due the Service Provider under this
Agreement. The City, its officers, agents and employees shall be named as additional
insureds on the Service Provider's general liability and automobile liability insurance
policies for any claims arising out of work performed under this Agreement.
2. Insurance coverages shall be as follows:
A. Workers' Compensation & Employer's Liability. The Service Provider shall
maintain during the life of this Agreement for all of the Service Provider's
employees engaged in work performed under this agreement:
1. Workers' Compensation insurance with statutory limits as required by
Colorado law.
2. Employer's Liability insurance with limits of $100,000 per accident,
$500,000 disease aggregate, and $100,000 disease each employee.
B. Commercial General & Vehicle Liability. The Service Provider shall maintain
during the life of this Agreement such commercial general liability and 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 each coverage, Commercial General and Vehicle, shall not be less
than $500,000 combined single limits for bodily injury and property damage.
In the event any work is performed by a subcontractor, the Service Provider shall
be responsible for any liability directly or indirectly arising out of the work
performed under this Agreement by a subcontractor, which liability is not covered
by the subcontractor's insurance.
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EXHIBIT C
(To Services Agreement)
CONFIDENTIALITY
IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the “City”) pursuant to
this Agreement (the “Agreement”), the Service Provider hereby acknowledges that it has been
informed that the City has established policies and procedures with regard to the handling of
confidential information and other sensitive materials.
In consideration of access to certain information, data and material (hereinafter individually and
collectively, regardless of nature, referred to as “information”) that are the property of and/or
relate to the City or its employees, customers or suppliers, which access is related to the
performance of services that the Service Provider has agreed to perform, the Service Provider
hereby acknowledges and agrees as follows:
That information that has or will come into its possession or knowledge in connection with the
performance of services for the City may be confidential and/or proprietary. The Service
Provider agrees to treat as confidential (a) all information that is owned by the City, or that
relates to the business of the City, or that is used by the City in carrying on business, and (b) all
information that is proprietary to a third party (including but not limited to customers and
suppliers of the City). The Service Provider shall not disclose any such information to any
person not having a legitimate need-to-know for purposes authorized by the City. Further, the
Service Provider shall not use such information to obtain any economic or other benefit for itself,
or any third party, except as specifically authorized by the City.
The foregoing to the contrary notwithstanding, the Service Provider understands that it shall
have no obligation under this Agreement with respect to information and material that (a)
becomes generally known to the public by publication or some means other than a breach of
duty of this Agreement, or (b) is required by law, regulation or court order to be disclosed,
provided that the request for such disclosure is proper and the disclosure does not exceed that
which is required. In the event of any disclosure under (b) above, the Service Provider shall
furnish a copy of this Agreement to anyone to whom it is required to make such disclosure and
shall promptly advise the City in writing of each such disclosure.
In the event that the Service Provider ceases to perform services for the City, or the City so
requests for any reason, the Service Provider shall promptly return to the City any and all
information described hereinabove, including all copies, notes and/or summaries (handwritten or
mechanically produced) thereof, in its possession or control or as to which it otherwise has
access.
The Service Provider understands and agrees that the City’s remedies at law for a breach of the
Service Provider’s obligations under this Confidentiality Agreement may be inadequate and that
the City shall, in the event of any such breach, be entitled to seek equitable relief (including
without limitation preliminary and permanent injunctive relief and specific performance) in
addition to all other remedies provided hereunder or available at law.
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EXHIBIT ”D”
(To Services Agreement)
BUSINESS ASSOCIATE AGREEMENT
(TO BE FINALIZED UPON AWARD)
This Business Associate Agreement ("Agreement") is entered into on this ___ day 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.
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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).
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.
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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.
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.
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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
(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.
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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 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.
Section 5.07 Business Associate agrees to indemnify and save harmless
Covered Entity, its officers, agents and employees against and from any and all
actions, suits, claims, demands or liability of any character whatsoever brought or
asserted for injuries to any person or persons, or damages, resulting from or
occurring in connection with the performance of any service hereunder, and any
breach by Business Associate of any obligation herein. Business Associate shall
take all necessary precautions in protection PHI and ePHI hereunder to prevent
injury to persons and property.
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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 by Covered Entity. Covered entity shall have
the right to terminate this Agreement at any time by providing thirty (30) days’
written notice of such termination to Business Associate.
Section 6.03 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 6.04 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 6.05 Effect of Termination. Upon termination of this Agreement for
any reason, at the request of Covered Entity, Business Associate shall 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.
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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:
City of Fort Collins
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.
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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 waiver 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 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
RFP 7601 Health & Wellness Program Provider - Senior Center Page 35 of 35
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.
BUSINESS ASSOCIATE:
_________________________________
By:
Print Name:
Title:
COVERED ENTITY:
CITY OF FORT COLLINS
By:
Print Name:
Title: