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HomeMy WebLinkAboutUCHEALTH MEDICAL GROUP - CONTRACT - AGREEMENT MISC - UCHEALTH MEDICAL GROUPPage 1 of 11 PROVIDER SERVICES AGREEMENT THIS PROVIDER SERVICES AGREEMENT (“Agreement”) is made and entered into by and between Poudre Valley Medical Group, LLC d/b/a UCHealth Medical Group, a Colorado limited liability company (“Provider”) and City of Fort Collins, Colorado, a Municipal Corporation (“City”). RECITALS WHEREAS, Provider is duly licensed or certified to provide, or employs or contracts with duly licensed or certified qualified individuals and provider entities (“Personnel”) to provide certain health care services, and desires to contract with the City to provide such services; and WHEREAS, City desires to contract with Provider to provide certain health care services to certain individuals at the City’s Occupational Health Clinic, 256 W. Mountain Ave., Fort Collins, CO 80521 (“Clinic”) under the terms contained herein. NOW THEREFORE, in consideration of the mutual covenants and benefits described herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement agree as follows: ARTICLE I DEFINITIONS The following terms shall, unless otherwise stated herein, be defined as follows for purposes of this Agreement. 1.1 “Applicable Law” means all federal, state and local statutes, rules, regulations and ordinances applicable to the subject matter of this Agreement or the parties’ performance of their duties and obligations hereunder; and all standards, guidance, rules and regulations of all regulatory and accreditation bodies which have jurisdiction of the subject matter of this Agreement or the parties’ performance of their duties hereunder. 1.2 “Services” means only the care, treatment and supplies that (i) are provided by Provider (or its permitted assigns or sub-contractors) to Patients and (ii) are provided in accordance with the terms of this Agreement. The Services to be provided by Provider under this Agreement are described in Exhibit A attached to this Agreement. 1.3 “Emergency Medical Services” means medically necessary services that are immediately required because of unforeseen illness or injury. Such services must be or must appear to be needed immediately to prevent the death of the Patient or serious impairment of the Patient’s health. Services do not include Emergency Medical Services. 1.4 “Medically Necessary (Medical Necessity)” means appropriate and necessary services which are rendered to a patient for any condition requiring, according to accepted principles of good medical practice, the diagnosis or direct care and treatment of an illness or injury and are not provided only as a convenience. DocuSign Envelope ID: F379E94C-3138DF3C-0A13-47D3-49B5-41F4-8C80-A016-32378EB8F57C C372AE31C8B7 Page 2 of 11 1.5 “Patient” means any individual receiving Services from Provider at Clinic. 1.6 “Participating Provider” means a physician, urgent care center, wellness program or other health care provider which has contracted with Provider to provide Services to Patients. 1.7 “Quality Improvement Program” means a program conducted jointly by the parties which is designed to monitor the quality of the Services provided. ARTICLE II [Employer] RESPONSIBILITIES 2.1 Use of Participating Providers. City will design informational materials to inform employees about the availability of the services to be provided by Provider at City’s Occupational Health Clinic as described herein. Upon written request, Provider will review and confirm the accuracy of the description of the services; such review and confirmation shall not be unreasonably delayed or denied. 2.2 Onsite Clinic Facility: The City will provide adequate and appropriate workspace at its Occupational Health Clinic for the provision of Services by Provider hereunder. The Onsite Clinic Facility shall maintain such space in usual and customary conditions for operation of an onsite clinic. The City shall oversee and provide all reasonably necessary and appropriate utilities, building services and supplies, including but not limited to all water, gas, heat, air conditioning, power, light, janitorial, and maintenance services at the Facility, other than the handling of any medical waste which shall be the sole responsibility of the Provider. ARTICLE III PROVIDER RESPONSIBILITIES 3.1 Services. As a condition to Provider’s payment under this Agreement, Provider shall provide to Patients those Services which Provider, its assignees or it subcontractors, are licensed and qualified to provide. All Services provided under this Agreement shall be provided in a professional, competent and timely manner, in compliance with Applicable Law and the terms of this Agreement but which shall in no event be less than the quality, completeness, and promptness of the health care services rendered by Provider to other persons not covered by this Agreement. Provider shall render services in a manner that assures availability, adequacy, responsiveness and continuity of care to Patients, as described on Exhibit A attached hereto. 3.2 Utilization Reports: Provider shall create and provide the City with de-identified reports detailing the utilization of Services by the Patients in a format and containing such information as is legally permissible and as is reasonably acceptable to the City, which reports will be provided to the City no more often than quarterly. Access to utilization Reports shall be subject to compliance with the Health Insurance Portability and Accountability Act and the related privacy and security standards set forth in 45 CFR Parts 160 and 164 (“HIPPA”) as well as applicable Colorado law. DocuSign Envelope ID: F379E94C-3138DF3C-0A13-47D3-49B5-41F4-8C80-A016-32378EB8F57C C372AE31C8B7 Page 3 of 11 3.3 Personnel and Provider Criteria. Provider shall be solely responsible for hiring of all Personnel, and in the selection of all Provider and Personnel providing Services, verify each individual’s (i) current license or certification, as appropriate; (ii) professional work experience; (iii) educational qualifications; and (iv) previous work references and personal character references. Provider represents that Provider currently possesses, and shall maintain during the term of this Agreement, all necessary licenses, certifications or permits required by Applicable Law. Provider shall promptly provide evidence of Provider and Personnel credentials upon the request of the City. Provider shall ensure that all Personnel have and continue to receive adequate instruction and training to properly provide Services. Provider shall ensure that the physical condition of all Personnel is such that they do not pose any threat of harm to Members. Provider will be responsible for credentialing and verifying the required licensure or required training qualifications during the term of this Agreement, as applicable, for Provider and all Personnel. Provider ensures they shall conduct a criminal background check in accordance with applicable law for any Personnel who will be providing Services. 3.4 Professional Judgment. Provider shall be responsible for providing and arranging for all Personnel necessary and appropriate to provide the Services. Provider shall at all times provide Services to Patients in a manner consistent with sound professional judgment and practice and shall be solely responsible for all medical decision making and all exercise of all medical judgment. Nothing herein shall be construed to require Provider to take any action inconsistent with its employed or contracted health care providers’ professional judgment concerning the Services to be rendered to Patients. Nothing in this Agreement shall prohibit Provider from protesting or expressing disagreement with a medical decision, medical policy or medical criteria of [Employer]. 3.5 Non-discrimination. Provider shall provide Services to Patients without regard to race, religion, sex, color, nationality, origin, age, handicap or physical or mental health status, or any other legally protected category or classification. 3.6 Insurance Coverage. Provider shall procure and maintain, at Provider’s sole expense, insurance for the duration of this Agreement in accordance with the following: a. with respect to its Personnel, Participating Providers, assignees, agents and subcontractors who provide services hereunder, professional liability insurance in an amount not less than $1,000,000 per occurrence/$3,000,000 annual aggregate; b. comprehensive general liability, bodily injury and property damage insurance, including contractual liability, in a combined single limit of not less than $1,000,000 per occurrence/ $3,000,000 annual aggregate; c. errors and omissions insurance covering any damages caused by an error, omission or any negligent acts of Provider, Personnel, Participating Providers, assignees, agents and subcontractors under this Agreement in an amount not less than $1,000,000 per occurrence/$3,000,000 annual aggregate; d. Cyber and data breach insurance covering cyber-related losses, including any breaches of protected health information and personal information in an amount not less than $1,000,000 per occurrence/$3,000,000 annual aggregate. DocuSign Envelope ID: F379E94C-3138DF3C-0A13-47D3-49B5-41F4-8C80-A016-32378EB8F57C C372AE31C8B7 Page 4 of 11 e. Upon execution of this Agreement, Provider shall provide the City with certificates of insurance evidencing all of the foregoing insurance for the entire term of this Agreement. Section 3.6 shall survive termination or expiration of this Agreement. Provider shall name the City as an additional insured upon any of its insurance policies required by this Section. If Provider utilizes the services of any contractor, consultant or other worker to perform Services under this Agreement, Provider shall ensure that such contractor, consultant or worker maintains the applicable insurances listed in this Section. 3.7 Limitations on Assignment or Subcontracting. Neither party shall assign or delegate any part of this Agreement without the other’s written approval. Provider shall furnish to the City a list of any subcontractors providing services under this Agreement upon request; all subcontractors shall comply with the provisions of this Agreement. Provider may not engage the services of other providers and their support services to provide occasional on-call coverage as appropriate to maintain accepted professional standards of care and to meet Provider’s obligations under this Agreement without prior authorization by the City’s designated representative. The City shall have no financial liability whatsoever for the services provided by such other providers. Provider shall, at all times, remain solely responsible for the quality of care provided and performance under this Agreement, regardless of any subcontracting arrangement. Where all or part of the services is subcontracted, Provider remains fully liable and responsible (i) for performance of the services, (ii) to ensure that the subcontractor has complied with all of Provider’s obligations hereunder, and (iii) for the acts and omissions of the subcontractor, its employees and agents. 3.8 Compliance with Applicable Law. With respect to Services rendered to Members, Provider agrees to be bound by and to comply with Applicable Law, as such may be amended from time to time. 3.9 Required Notice to the City. Provider shall notify the City in writing within ten (10) calendar days after any one of the following events occur: a. Provider and/or any of Provider Personnel’s license or certification to practice or do business in the State of Colorado is voluntarily relinquished, suspended, revoked, terminated or subjected to terms of probation or other restriction; or b. Provider and/or any of Provider Personnel becomes subject to any federal government agency action, including asset freezes or forfeitures, criminal arrest, indictment, fine or penalty, civil sanctions, including civil monetary penalties or fines, Medicare exclusion, Medicaid disbarment, or loss, revocation, or termination of Medicare or Medicaid provider number; or c. There is any loss of or inability to secure insurance coverages as required by this Agreement; or d. A civil action or administrative inquiry is brought against the Provider and/or any of Provider Personnel as a result of services rendered to a Member; or e. There is any event or condition which would materially affect the Provider’s ability to perform the duties and obligations under the Agreement DocuSign Envelope ID: F379E94C-3138DF3C-0A13-47D3-49B5-41F4-8C80-A016-32378EB8F57C C372AE31C8B7 Page 5 of 11 3.10 Maintenance, Confidentiality and Security of Medical and Financial Records. The City and Provider shall comply with all applicable United States (federal, state and local) laws, rules, regulations and other professional standards or codes regarding confidentiality, privacy and security of Protected Information, including but not limited to the Health Insurance Portability and Accountability Act (HIPAA), Genetic Information Nondiscrimination Act, the Americans with Disabilities Act and their related regulations and related guidance, as well as and the “Code of Ethical Conduct for Physicians” of the American College of Occupational and Environmental Medicine as applicable. In addition, Provider shall use appropriate safeguards to prevent any access, use, disclosure, modification or destruction of Protected Information other than as permitted under this Agreement, which shall include but not be limited to administrative, physical, technical and organizational safeguards as necessary and appropriate to protect the confidentiality, security, integrity and availability of Protected Information. Such safeguards shall include without limitation requiring any and all Personnel, Participating Providers, assignees, agents and subcontractors of Provider, providing or assisting in the provision of services under this Agreement to agree in writing to comply with the confidentiality, privacy and security requirements contained in this Agreement. For purposes of this Agreement, the term "Protected Information" shall apply to information that is accessed, created, received, maintained, processed, modified, used, disclosed or destroyed in connection with the services by Provider, in whatever form including but not limited to paper, electronic or oral, that is individually identifiable information about Members, including but not limited to any individually identifiable health or financial information. Provider shall maintain all other records related to the Services during the term of this Agreement and for seven (7) years from the date of the record’s creation or the date when it was last in effect, whichever is later. Provider further agrees to cooperate to the fullest extent possible with any request for records or other information submitted by the City or on its behalf and relating to any request or order the City receives from any state or federal court, agency or administrator. Upon termination of the Agreement, Provider agrees to promptly provide to [Employer] copies of any and all records related to the Services in a mutually acceptable format. 3.11 Provider Office Location and Business Hours. Provider shall maintain a presence at the City’s Occupational Health Clinic at which to see City employees for Services. The City shall provide such fixtures and furnishings as are reasonably needed for the operation of the Onsite Clinic Facility during the term of this Agreement. Except for the City’s obligation to provide and replace equipment, fixtures and furnishings upon the exhaustion of their respective useful lives or as mutually agreed to by the parties, such equipment, fixtures and furnishings shall be maintained by Provider in reasonably good condition and repair, reasonable wear and tear excepted, at Provider’ sole expense. Provider shall have the sole obligation to supply and maintain all computing, networking, data storage and related connectivity equipment, including without limitation all applicable hardware and software, applicable to the operation of the Onsite Clinic Facility and the provision of Services hereunder. The City shall provide, and Provider shall use, all clinical, office and other supplies reasonable required for Provider to provide the Services contemplated herein. DocuSign Envelope ID: F379E94C-3138DF3C-0A13-47D3-49B5-41F4-8C80-A016-32378EB8F57C C372AE31C8B7 Page 6 of 11 ARTICLE IV REIMBURSEMENT AND PAYMENT 4.1 Subcontractor. Provider shall be solely responsible for payment of any individual or entity with whom Provider has subcontracted for the provision of any Covered Service. 4.2 Compensation to Provider. The City shall provide financial support to Provider to cover the costs of operating the clinic at this location. Such financial support shall be outlined in Exhibit A. 4.3 Subject to Annual Appropriation. Consistent with Article X, § 20 of the Colorado Constitution, the Home Rule Charter of the City of Fort Collins, Colorado, and applicable law, any financial obligation of the City not performed during the current fiscal year is subject to annual appropriation, shall extend only to monies currently appropriated, and shall not constitute a mandatory charge, requirement. ARTICLE V RESPONSIBILITY FOR ACTIONS 5.1 Provider. Provider shall be solely liable for, and shall hold harmless and defend the City from, any and all claims, costs, penalties and expenses arising from or out of any alleged negligent act or omission of Provider, Personnel, Participating Providers, its agents or employees, in the performance of its obligations under this Agreement. 5.2 City. To the extent permitted by law, the City shall be solely liable for any and all claims, costs, penalties and expenses arising from or out of any alleged negligent act or omission of the City, its agents or employees, in the performance of its obligations under this Agreement. ARTICLE VI TERM AND TERMINATION 6.1 Term. This Agreement shall remain in full force and effect for a term of one (1) year, commencing on August 20, 2018 and ending on August 19, 2019 subject to Section 6.4 below. 6.2 Termination. Notwithstanding any other provision in this Agreement, this Agreement may be terminated on the first to occur of the following: a. This Agreement may be terminated at any time by mutual written consent of the parties. b. Either party may terminate this Agreement at any time in its sole discretion for any reason, with or without cause, by giving the Provider thirty (30) days’ advance written notice of the termination. In lieu of such advance written notice, the City may in its sole discretion immediately terminate this Agreement without notice, provided the City pays to the Provider the fees Provider would have otherwise received for providing Services under this Agreement during the ensuing thirty (30) day period. DocuSign Envelope ID: F379E94C-3138DF3C-0A13-47D3-49B5-41F4-8C80-A016-32378EB8F57C C372AE31C8B7 Page 7 of 11 c. If either party is in breach of an obligation or covenant under this Agreement the non- breaching party may give written notice to the breaching party describing the breach and demanding that it be cured. If the breach is not cured within seven (7) days after the breaching party’s receipt of said notice, the non-breaching party may immediately terminate the Agreement and avail itself of any and all remedies available at law or in equity. 6.3 Effects of Termination. Upon the effective date of termination, Provider shall immediately and permanently discontinue the use of any marks, names or indicia which in the opinion of [Employer] may in any way indicate or tend to indicate that Provider is in any manner associated with [Employer]. 6.4 Extension. At the end of the initial term, this Agreement shall automatically renew for up to four (4) additional one (1) year periods thereafter unless terminated as provided for in this Agreement. ARTICLE VII CONFIDENTIALITY 7.1 To the extent not otherwise prohibited by law, the parties acknowledge that in performance of Services hereunder, each party will gain knowledge of, have access to, and otherwise have disclosed to it, information which is confidential or proprietary to the other party. Each party hereby individually agrees that it shall not, nor shall any of its directors, officers, employees, agents, or contractors, at any time during the term of this Agreement and for three (3) years following expiration or termination of this Agreement, without the express prior written consent of the other party, except as may be required by law, either directly or indirectly divulge, disclose or communicate in any manner whatsoever to any person not employed by or affiliated with the applicable party, any confidential or proprietary information regardless of the form or format, or the means by which the party becomes aware of such information, nor shall that party use such information for its own personal use or for the benefit of any third party. Said information shall be used solely in connection with the performance or administration of Services hereunder and shall not be used in any other manner whatsoever. Confidential or proprietary information shall be defined as any matters relating to the business, operations, or future plans of either party including, but not limited to, products, services, processes, procedures, programs, protocols, technical information, trade secrets, personnel, quality assurance, and risk management records, or business or commercial-related other data, and including all quality improvement and utilization review information, including but not limited to all statistical data, reports and standards, as well as all financial information relating to this Agreement. Notwithstanding anything to the contrary stated herein, confidential and proprietary information shall not include (a) information which at the time of disclosure by one party to the other is in the public domain, (b) information, which becomes generally available to and known by the public through no fault of the other party, (c) information which the party can show was in its possession at the time of its disclosure of said information and which was not acquired, directly or indirectly, from the other party , and (d) information which was received by a party before or after the time of disclosure hereunder from a third party who did not require that party to hold such information in confidence and who, to the best of that party’s knowledge and belief, did not acquire it, directly or indirectly, from the other party to this Agreement under an obligation of confidence. DocuSign Envelope ID: F379E94C-3138DF3C-0A13-47D3-49B5-41F4-8C80-A016-32378EB8F57C C372AE31C8B7 Page 8 of 11 ARTICLE VIII GENERAL PROVISIONS 8.1 Governing Law and Venue. This Agreement shall be governed and construed in accordance with laws of the State of Colorado. Any action or legal proceeding commenced or maintained by relating to or arising out of this Agreement must be exclusively venued in a court of competent jurisdiction located in the County of Larimer, Colorado. The City and Provider agree and consent to such venue and the subject matter and personal jurisdiction of such court located within the County of Larimer. 8.2 Severability. The provisions of this Agreement shall be deemed severable, and if any portion shall be held invalid, illegal or unenforceable for any reason, the remainder of this Agreement shall be effective and binding on the parties. 8.3 Waiver. A waiver of any of the terms and conditions hereof shall not be construed as a waiver of any other terms and conditions hereof. 8.4 Complete Agreement. This Agreement, and its Exhibits and Attachments, contain a full and complete expression of the rights and obligations of the parties hereto, and it shall supersede all prior agreements, written or oral, heretofore made by the parties. 8.5 Notices. Notices are deemed to be received three days after deposit in the U.S. Mail, as above, if mailed, or on the day of personal (courier) delivery or facsimile. Notices shall be provided to the following contacts: UCHealth Medical Group Attn: Legal Department 2315 E. Harmony Road, Suite 200 Fort Collins CO 80528 City of Fort Collins Attn: Purchasing Department PO Box 580 Fort Collins, CO 80522 8.6 Non-Exclusive Agreement. This Agreement in no manner precludes or prohibits Provider from negotiating or entering into similar and/or separate agreements with other entities. The services to be performed by the City and Provider hereunder shall be non-exclusive. 8.7 No Third Party Beneficiary. The rights and obligations of each party to this Agreement shall inure solely to the benefit of the parties hereto, and except for Section 3.10 and Article V, no person or entity shall be a third-party beneficiary of this Agreement. Any reference in this Agreement to “party” or “parties” shall mean the City and Provider. 8.8 Independent Contractor Relationship. In the performance of the work, duties, and obligations set forth in this Agreement, and in regard to any services rendered or performed on behalf of Members by the City or Provider, either party hereto, its agents, servants and employees are at all times acting and performing as independent contractors. Nothing herein shall be DocuSign Envelope ID: F379E94C-3138DF3C-0A13-47D3-49B5-41F4-8C80-A016-32378EB8F57C C372AE31C8B7 Page 9 of 11 construed to create between [Employer] and Provider the relationship of employer-employee, partners or joint ventures. 8.9 Amendment of Agreement. This Agreement may be amended only by a writing signed by both parties. 8.10 Binding Effect. This Agreement shall be binding on the City, its approved successors and assignees, and upon the Provider and his/her/its approved successors and assignees. 8.11 No Discrimination in Employment. In connection with the performance of work under this Agreement, Provider agrees not to refuse to hire, discharge, promote or demote, or to discriminate in matters of compensation against any person otherwise qualified solely on the basis of race, color, religion, national origin, gender, age, military status, sexual orientation, marital status or physical or mental disability, or any other protected category or classification. 8.12 Patient Referrals. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS DIRECTING OR INFLUENCING REFERRALS BY EITHER PARTY. NONE OF THE ACTIVITIES CONTEMPLATED UNDER THIS AGREEMENT OR OTHERWISE, SHALL CONSTITUTE OBLIGATIONS OF THE CITY TO PROVIDE MARKETING SERVICES OR TO OTHERWISE GENERATE PATIENT FLOW OR BUSINESS TO PROVIDER. THE CITY IS NOT IN ANY MANNER BEING COMPENSATED TO GENERATE PATIENTS FOR PROVIDER. 8.13 Certification Regarding Illegal Aliens. (a) The Provider certifies, represents, warrants and agrees that it will not knowingly employ or contract with an illegal alien to provide services under this Agreement, and will not enter into a contract with a subcontractor that fails to certify to the Provider that the subcontractor will not knowingly employ or contract with an illegal alien to provide services under this Agreement. The Provider also certifies, represents, warrants and agrees that it will confirm the employment eligibility of all its employees who are newly hired for employment to provide services under this Agreement through the Provider’s participation in either: (a) the E-Verify Program created under federal law and jointly administered by the Department of Homeland Security and the Social Security Administration; or (b) the Colorado Department of Labor and Employment Program (“Department Program”) established pursuant to C.R.S. § 8-17.5-102(5)(c). (b) The Provider shall not use either the E-Verify Program or the Department Program procedures to undertake pre-employment screening of job applicants while this Agreement is being performed. If the Provider obtains actual knowledge that a subcontractor providing services under this Agreement knowingly employs or contracts with an illegal alien, the Provider shall notify the subcontractor and [Employer] within three (3) days that the Provider has such actual knowledge, and terminate the subcontract within three (3) days of providing the notice if the subcontractor has not stopped employing or contracting with the illegal alien. The Provider shall comply with any reasonable request made by the Department of Labor and Employment in the course of an investigation undertaken pursuant to the authority of C.R.S. § 8-17.5-102(5). If the Provider participates in the DocuSign Envelope ID: F379E94C-3138DF3C-0A13-47D3-49B5-41F4-8C80-A016-32378EB8F57C C372AE31C8B7 Page 10 of 11 Department Program, it shall: (a) notify [Employer] and the Department of Labor and Employment of such participation as required by law; and (b) within twenty (20) days after hiring an employee to provide services under this Agreement, provide to [Employer] a written notarized copy of an affirmation that it has examined the legal work status of such employee, retained file copies of the documents required by 8 U.S.C. § 1324a, and not altered or falsified the identification documents for such employee. IN WITNESS WHEREOF, the parties have duly executed this Agreement on the date first written above. City of Fort Collins, Colorado, a Municipal Corporation By: Gerry Paul, Purchasing Director Date: ATTEST: APPROVED AS TO FORM: Poudre Valley Medical Group, LLC d/b/a UCHealth Medical Group By: Printed: Title: Date: DocuSign Envelope ID: F379E94C-0A13-49B5-8C80-C372AE31C8B7 Michael T. Randle, M.D. 6/13/2018 President/CEO UCHealth Medical Group DocuSign Envelope ID: 3138DF3C-47D3-41F4-A016-32378EB8F57C Senior Assistant City Attorney 7/20/2018 City Clerk Page 11 of 11 EXHIBIT A Services, hours, staffing and clinic operations will be evaluated by both the City and UCHealth at least quarterly with changes approved by mutual agreement of both parties. Services that will be provided at the City’s Clinic location shall include work related injury care and occupational health services on par with existing UCHealth Medical Group Occupational Health clinics. These services include:  Functioning as a contracted, onsite Authorized Treating Physician in accordance with the Colorado Department of Labor and Employment guidelines.  Providing Colorado Department of Transportation (CDOT) Physical Examinations. Staffing Staffing of the Clinic will include one physician assistant. Staffing will be re-evaluated as needed. Any staff proposed by UCHealth must be pre-approved by the designated City representative prior to working in the Clinic. The City representative reserves the right to revoke approval for any UCHealth staff to provide services at the City’s Clinic in the event that service issues arise. Such revocation will be provided to UCHealth in writing. Days and Hours The schedule for the Clinics shall be developed by mutual agreement of the Parties. During the normal course of business, Provider shall take all reasonable efforts to ensure that the Clinic is open for four (4) hours per day, two (2) days per week with the exception of staff time off. Compensation The City shall pay Provider a rate of $408 for each 4-hour shift ($102 per hour) for one Physician Assistant. Additional Physician Assistant’s or other support staff shall result in additional compensation to be agreed upon and outlined by the Parties in an Amendment to this Agreement. Records UCHealth will be solely responsible for medical record maintenance and retention for service performed under this Agreement in accordance with HIPPA standards. UCHealth will provide their staff with an appropriately secured laptop computer(s) and any other equipment needed to adequately perform the Services and to meet the recordkeeping obligations. Workspace City will provide a designated workspace for UCHealth staff. Space will include at a minimum a desk, chair, and telephone. City will also provide access to a secure wireless internet network. City will provide any materials and equipment needed to perform the services under this Agreement. UCHealth may not bring in outside materials or equipment without prior authorization by the City’s designated representative. DocuSign Envelope ID: F379E94C-3138DF3C-0A13-47D3-49B5-41F4-8C80-A016-32378EB8F57C C372AE31C8B7 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME: CONTACT (A/C, No): FAX E-MAIL ADDRESS: PRODUCER (A/C, No, Ext): PHONE INSURED COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ PROPERTY DAMAGE $ BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOS ONLY AUTOS NON-OWNED OWNED SCHEDULED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? The ACORD name and logo are registered marks of ACORD CERTIFICATE HOLDER © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) AUTHORIZED REPRESENTATIVE CANCELLATION CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) JECT LOC PRO- POLICY GEN'L AGGREGATE LIMIT APPLIES PER: CLAIMS-MADE OCCUR COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence) $ DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ DED RETENTION $ CLAIMS-MADE OCCUR $ AGGREGATE $ UMBRELLA LIAB EACH OCCURRENCE $ EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSR LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS PER STATUTE OTH- ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes, describe under DESCRIPTION OF OPERATIONS below (Mandatory in NH) OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNED AUTOS AUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME: CONTACT (A/C, No): FAX E-MAIL ADDRESS: PRODUCER (A/C, No, Ext): PHONE INSURED COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ PROPERTY DAMAGE $ BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOS ONLY AUTOS NON-OWNED OWNED SCHEDULED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT ER OTH- STATUTE PER (MM/DD/YYYY) LIMITS POLICY EXP (MM/DD/YYYY) POLICY EFF LTR TYPE OF INSURANCE POLICY NUMBER INSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB EACH OCCURRENCE $ AGGREGATE $ $ OCCUR CLAIMS-MADE DED RETENTION $ PRODUCTS - COMP/OP AGG $ GENERAL AGGREGATE $ PERSONAL & ADV INJURY $ MED EXP (Any one person) $ EACH OCCURRENCE $ DAMAGE TO RENTED PREMISES (Ea occurrence) $ COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO- JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 7/5/2018 Beecher Carlson Insurance Services, LLC 321 North Clark Street, 5th Floor Chicago, IL 60654 (PROV) Jerilynn Leahy Shelby Douglass sdouglass@beechercarlson.com Poudre Valley Health Care, Inc. d/b/a Poudre Valley Health System and Poudre Valley Hospital 2315 E. Harmony Rd., Suite 200 Fort Collins CO 80528 42993490 ✓ listed as additional insured to General Liability. City of Fort Collins ATTN: Purchasing Department PO Box 580 Fort Collins CO 80522 Re: Services provided to the Occupational Health Clinic, 256 W. Mountain AVE, Fort Collins, CO 80521, the City of Fort Collins is A HCC0013228 10/1/2017 10/1/2018 1,000,000 500,000 ✓ 5,000 ✓ ✓ 1,000,000 3,000,000 ✓ ✓ 1,000,000 A Health Care Professional Liability HCC0013228 10/1/2017 10/1/2018 Per Claim: $1,000,000 COPIC Insurance Company 11860 42993490 | 17-18 GL PL, AU UMB WC (Poudre | Shelby Douglass | 7/5/2018 11:18:31 AM (EDT) | Page 1 of 1 DocuSign Envelope ID: 3138DF3C-47D3-41F4-A016-32378EB8F57C BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSD ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) OTHER: THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: INSURED PHONE (A/C, No, Ext): PRODUCER ADDRESS: E-MAIL FAX (A/C, No): CONTACT NAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INS025 (201401) 7/5/2018 Beecher Carlson - New York 1500 Broadway 21st Floor New York NY 10036 Huntley Jackson (646)358-8516 (770)870-3055 hjackson@beechercarlson.com Poudre Valley Health Care, Inc. d/b/a Poudre Valley Health System and Poudre Valley Hospital 2315 E. Harmony Road, Suite 200 Fort Collins CO 80528 Lloyds of London 085202 CL1710652157 A Cyber Liability X PH1700049 10/1/2017 10/1/2018 Per claim $5,000,000 Annual Aggregate $5,000,000 Re: Services provided to the Occupational Health Clinic, 256 W. Mountain AVE, Fort Collins, CO 80521, the City of Fort Collins is listed as additional insured for Vicarious Liability under the Cyber Liability policy. John Kerns/BMOOR City of Fort Collins ATTN: Purchasing Department PO Box 580 Fort Collins, CO 80522 DocuSign Envelope ID: 3138DF3C-47D3-41F4-A016-32378EB8F57C (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT ER OTH- STATUTE PER (MM/DD/YYYY) LIMITS POLICY EXP (MM/DD/YYYY) POLICY EFF LTR TYPE OF INSURANCE POLICY NUMBER INSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB EACH OCCURRENCE $ AGGREGATE $ $ OCCUR CLAIMS-MADE DED RETENTION $ PRODUCTS - COMP/OP AGG $ GENERAL AGGREGATE $ PERSONAL & ADV INJURY $ MED EXP (Any one person) $ EACH OCCURRENCE $ DAMAGE TO RENTED PREMISES (Ea occurrence) $ COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO- JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 9/25/2017 Beecher Carlson Insurance Services, LLC 321 North Clark Street, 5th Floor Chicago, IL 60654 (PROV) Jerilynn Leahy Poudre Valley Health Care, Inc. d/b/a Poudre Valley Health System and Poudre Valley Hospital 2315 E. Harmony Rd., Suite 200 Fort Collins CO 80528 37929503 Evidence of Coverage RE: Colleen E. Wolf, PA A HCC0013228 10/1/2017 10/1/2018 1,000,000 500,000 ✓ 5,000 ✓ ✓ 1,000,000 3,000,000 ✓ ✓ 1,000,000 A Health Care Professional Liability HCC0013228 10/1/2017 10/1/2018 Per Claim: $1,000,000 Aggregate: $3,000,000 COPIC Insurance Company 11860 37929503 | 17-18 GL PL, AU UMB WC (Poudre | (PROV) Denise Simmons | 9/25/2017 2:56:54 PM (EDT) | Page 1 of 1 DocuSign Envelope ID: F379E94C-3138DF3C-0A13-47D3-49B5-41F4-8C80-A016-32378EB8F57C C372AE31C8B7