HomeMy WebLinkAboutSUMMITSTONE - CONTRACT - SOLE SOURCE - SUMMITSTONE HEALTH PARTNERSServices Agreement
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AMENDED AND RESTATED SERVICES AGREEMENT
THIS AMENDED AND RESTATED SERVICES AGREEMENT (“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," Poudre Valley
Health Care, Inc. d/b/a Poudre Valley Health System (“PVHS”), and SummitStone Health
Partners, hereinafter referred to as "Service Provider".
WHEREAS, the City and Service Provider previously entered into a Services
Agreement, dated July 14, 2017 for Service Provider to support Fort Collins Police Services as
a Mental Health Co-Responder (the “July 14th Agreement).
WHEREAS, the July 14th Agreement contained a Scope of Services substantially similar
to the Scope of Services attached hereto as Exhibit “A”.
WHEREAS, PVHS desires to obtain data from Service Provider for its own use as set
forth in Exhibit “A”.
WHEREAS, the Parties agree that Service Provider shall provide the services set forth in
this Agreement to both the City and PVHS, and that the City and PVHS shall pay the costs of
said services as provided herein.
WITNESSETH:
In consideration of the mutual covenants and obligations herein expressed, it is agreed
by and between the parties hereto as follows:
1. The Parties agree that this Agreement shall replace and supersede the July 14th
Agreement entered into by the City and Service Provider.
2. Scope of Services. The Service Provider agrees to provide services in accordance with
the scope of services attached hereto as Exhibit "A", consisting of two (2) pages 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 on July 1st, 2017. The Service Provider shall
provide services 40 hours per week. Hours to be mutually agreed upon by the City and
SummitStone Health Partners.
4. Contract Period. This Agreement shall commence July 1st, 2017, and shall continue in full
force and effect until June 30th, 2018, unless sooner terminated as herein provided. In
addition, upon mutual written agreement by the City and PVHS, the Agreement may be
extended for additional one year periods not to exceed four (4) additional one year
periods. Renewals and pricing changes shall be negotiated by and agreed to by all parties.
The City shall provide written notice of renewal to the Service Provider and mailed no later
than thirty (30) days prior to contract end.
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5. Delay. If any 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 and PVHS of such condition within fifteen (15) days
from the onset of such condition.
6. Early Termination/Notice. Notwithstanding the time periods contained herein, the City or
PVHS may terminate this Agreement at any time without cause by providing written notice
of termination to the Service Provider. In the event PVHS elects to terminate its
participation under this Agreement, the City and Service Provider may elect to continue
the services without the financial participation of PVHS. Such notice shall be delivered at
least fifteen (15) days prior to the termination date contained in said notice unless
otherwise agreed in 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:
SummitStone City of Fort Collins City of Fort Collins
Attn: Michael Allen, CEO Attn: Dan Dworkin, Ph.D. Attn: Purchasing Dept.
125 Crestridge Street PO Box 580 PO Box 580
Fort Collins, CO 80525 Fort Collins, CO 80522 Fort Collins, CO 80522
Copy to: PVHS:
Poudre Valley Health System PVHS Legal Department
Attn: Janice Mierzwa 2315 East Harmony Road, Ste. 200
2500 Rocky Mountain Avenue Fort Collins, CO 80508
Loveland, CO 80538
In the event of early termination by the City or PVHS, 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.
7. Contract Sum. The City and PVHS shall each pay the Service Provider for the
performance of this Contract, subject to additions and deletions provided herein,
$2,634.84 per month, for a twelve month period of time. Payment shall be billed by the
15th of the month and received no later than 30 days after the time the invoice is
submitted. The monthly payments from the City and PVHS are each equal to one-third of
an employee’s monthly salary, benefits and SummitStone’s general and administrative
costs. General and Administrative expenses are calculated center wide and prorated to
each program based on generally accepted accounting principles. SummitStone general
and administrative (G&A) percentage of overall costs is 18% for fiscal year 2017-2018.
G&A costs include Accounting, Human Resources, Marketing and Development, IT,
Billing, Executive Management, etc.
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8. 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.
9. 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 or
PVHS. Neither the City nor PVHS shall 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.
10. Subcontractors. Service Provider may not subcontract any of the work set forth in the
Exhibit A, Scope of Services without the prior written consent of the City and PVHS.
11. Personal Services. It is understood that the City and PVHS enter 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 priorwritten consent of the City and PVHS.
12. Acceptance Not Waiver. The City's or PVHS’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 and PVHS under this Agreement or cause of action arising out of
performance of this Agreement.
13. Warranty. 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.
14. Default. Each and every term and condition hereof shall be deemed to be a material
element of this Agreement. In the event any party should fail or refuse to perform
according to the terms of this agreement, such party may be declared in default thereof.
15. 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.
16. 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,
heirs, personal representatives, successors and assigns of said parties.
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17. Indemnity/Insurance.
a. The Service Provider agrees to indemnify and save harmless the City and PVHS, their
respective 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 and PVHS as
additional insureds under this Agreement of the type and with the limits specified within
Exhibit B, 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 Purchasing Director, 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.
18. 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.
19. 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
jurisdiction, such holding shall not invalidate or render unenforceable any other provision
of this Agreement.
20. 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.
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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:
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.
21. Special Provisions. Special provisions or conditions relating to the services to be
performed pursuant to this Agreement are set forth in Exhibit "C” - Confidentiality,
consisting of one (1) page, attached hereto and incorporated herein by this reference.
22. Confidentiality.
a. Record Management
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The Parties understand and agree that all information and records related to patients
are privileged and confidential. To the extent provided by law, the Parties agree to
keep confidential and not disclose patient identifiable information to any third party
without the prior written consent of the covered individual. The Parties agree that
during and after the term of this Agreement, they will keep confidential all clinical
records, including but not limited to all statistical data, reports and standards, and any
financial information relating to this Agreement.
Health Insurance Portability and Accountability Act (HIPAA). The Parties may receive
from or create on behalf of each other certain health or medical information ("Protected
Health Information" or "PHI," as defined in 45 C.F.R. Section 164.501) in connection
with the performance of this Agreement. Use or disclosure of this PHI is subject to
protection under state and federal law, including the Health Insurance
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THE CITY OF FORT COLLINS, COLORADO
By:
Gerry Paul
Purchasing Director
DATE:
ATTEST:
APPROVED AS TO FORM:
POUDRE VALLEY HEALTH
By:
Printed:
Title:
CORPORATE PRESIDENT OR VICE PRESIDENT
Date:
SUMMITSTONE HEALTH PARTNERS
By:
Printed:
Title:
CORPORATE PRESIDENT OR VICE PRESIDENT
Date:
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CEO
Michael Allen
10/3/2017
10/3/2017
President/CEO
Kevin Unger
Assistant City Attorney
10/5/2017
City Clerk
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EXHIBIT A
SCOPE OF SERVICES
The Service Provider shall support Fort Collins Police Services as a Mental Health Co-
Responder.
Position Summary:
Assist Fort Collins Police Services officers in dealing with individuals experiencing a
behavioral health crisis in order to foster the safety of both parties; reduce the frequency of
interactions with law enforcement, reduce repeated unnecessary trips to the hospital
emergency room, and help those with mental disorders get the most appropriate treatment
services. Supervision provided by the FCPS Police Psychologist and SummitStone.
Staff Responsibilities:
Stationed at Fort Collins Police Services, staff will respond to police requests for field
assessments of individuals who are experiencing a behavioral health crisis, develop a treatment
plan if warranted including coordinating interventions with appropriate community agencies and
providing follow-up. Staff will also field email inquiries for assistance from dispatchers and patrol
officers who are concerned about the mental health of individuals they have encountered in the
community. A case load will be created from all inquiries and call outs in order to provide case
management, follow-up and resolution if possible.
Requirements:
Masters or Doctorate with license in psychology, social work or counseling Experience in
crisis intervention
Strong attention to detail, good organizational skills, and ability to follow through Ability
to collaborate effectively with law enforcement as well as community mental health,
medical and social service community agencies.
Duties:
1. Respond quickly to assist police officers who are responding to calls concerning individuals
who are in a behavioral health crisis. Make field assessments and recommendations.
2. Follow up on email inquiries for assistance from dispatchers and patrol officers who are
concerned about the mental health of individuals they have encountered in the community.
3. Create a caseload from all inquiries and call outs in order to provide case management,
follow-up and resolution if possible.
3. Obtain appropriate information to accomplish above goals from collaboration with community
agencies attending the Interagency Group (first Thursday of each month) and the Police
Psychologist.
4. Relay pertinent client information to officers I dispatch in a timely manner. Obtain appropriate
Releases of Information.
5. Facilitate the input of subject information into the Code 8 section of the department's intranet
through appropriate department administrative staff. Enter required documentation into the
electronic medical record of SummitStone for billing/tracking purposes.
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6. Assist in data collection of designated outcome measures along with the FCPS Police
Psychologist and SummitStone staff. Provide data to partners, including PVHS, on a
monthly basis or as needed or requested.
7. Participate in required trainings and team meetings for both FCPS and SummitStone Health
Partners Crisis Services.
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EXHIBIT B
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 reduce coverage or limits and will not be
cancelled, except after thirty (30) 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 and PVHS,
their respective 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 $1,000,000 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
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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