HomeMy WebLinkAboutbocc.con.133.2015Rev. 08-30-11 jls
COUNTY CLERK'S
CONTRACT COVERSHEET
CONTRACT #: 133.2015
ORIGINATING DEPARTMENT: Sheriffs Office - Coroner
PROCUREMENT OFFICER: Dr Steve Ayers PHONE #: 5310
PROJECT NAME: Virtual Autopsy - CT Scanning CONTRACTOR: Aspen Valley Hospital
DOLLAR AMOUNT: 3 00t.00 LINE ITEM # 001.37.00000.82016
CONTRACT EXECUTION DATE: 5/1/2015 CONTRACT END DATE: 6/1/2015
AUTOMATIC RENEWAL: ❑ YES ®NO TERM: 1 year
❑ BOCC AGENDA ITEM (Grants, IGA) ❑ STAFF AUTHORIZED SIGNATURE
(Requires BOCC Signature) (Per Revised Procurement Code 7/2005)
❑ OVER $50,000 (Requires Section Leader & County Manager's Signature)
✓ CHECK PROCUREMENT TYPE:
® None ❑ Informal ❑ Formal ❑ Sole Source ❑ Emergency ❑ Outside Agency/State Bid
❑ Compliance with C.R.S. 8-17-5-101, 102 as amended (Immigration Form) ❑ Exempt
❑ Contract Renewal
✓ CHECK CONTRACT TYPE:
® Services/Maintenance ❑ Employment
❑ License/Use ❑ Intergovernmental Agreement (Resolution Required)
❑ Lease ❑ Non -Profit
❑ Construction ❑ Quasi -Public (e.g.-AVH)
❑ Goods, Equipment, Supplies ❑ Grant Agreements (Notify Finance & Resolution Required)
❑ Other (e.g. revenue) ❑ Change Order/Contract Amendment
(C/O: 10% or $25K whichever is the lesser must have County Manager signature)
All Contracts should be proofed and all exhibits and notices must be attached for the following:
✓ ® No Pages Missing
✓ ® If Page Left Intentionally Blank Note on Page
✓ ® Page numbered consecutively
✓ ® All Original Signatures Affixed
✓ ® All Dates Filled In
✓ ❑ Special Instructions for Finance Department:
✓ ❑ Authorized Procurement Officer's Name:
✓® All Other Blanks Filled In.
✓® All Exhibits Attached
✓® All Legal Descriptions attached (f applicable)
✓❑ Notice of Award/Notice to Proceed Attached (f applicab,
✓❑ Warranty (if applicable)
BY CHECKING ABOVE AND ENTERING NAME, THE AUTHORIZED STAFF PERSON INDICATES THAT
THE ATTACHED DOCUMENT HAS BEEN PROOFED AND READY FOR SCANNING.
NOTE: CLERK'S OFFICE WILL KEEP ORIGINAL DOCUMENTS IN COMPLIANCE WITH COLORADO STATE
ARCHIVES RETAINAGE SCHEDULE. ALL ATTACHMENTS MUST BE .WITH THIS CHECKLIST! .
Contract #: bocc.con.1332015
Budget Line Item #: 001.37.00000.82016
_/DvC9
CONTRACT FOR PROVISION OF SERVICES
CT Scanning in Coroner's Cases
THIS CONTRACT is made and entered by and between the Pitkin County Board of County
Commissioners ("County") and Aspen Valley Hospital District (hereinafter "Contractor")..
Term. The term of this contract is from 1 May, 2015 for one (1). year. At the expiration of
the initial term, the contract may be extended for an additional term of one (1) year by the
express written consent of both parties.
2. Contractor's Obligations. Contractor shall provide, upon request from the Pitkin County
Coroner, full body CT scanning of decedents. Such scanning will be sent to the Contractor
Radiology Group for professional interpretation. Such interpretation fees are subject to a
separate agreement -between Pitkin County and the radiology group.
3. Compensation and Expenses. Invoicing, Payment and Offset. The County shall compensate
Contractor for its services in accordance with the Project Budget and Schedule referenced in
Paragraph 2. It is expressly understood and agreed that in no event will the total compensation and
reimbursement to be paid hereunder exceed the sum of Three Hundred Dollars per study
($300.00) for services rendered per decedent. By contract or amendment, the County and
Contractor may reallocate the budget among project tasks if the total budget amount remains
unchanged. Contractor shall invoice for the project monthly based on hours worked, with payment
expected within thirty (30) days of invoice, but any payment by the County may be offset by any
amount the Contractor owes the County for any reason.
4. County's Exclusive Ownership of Work Product. Drawings, specifications, guidelines and
other documents prepared by Contractor in connection with this contract shall be the property of the
Contractor, as is customary in its usual course of business. However, County shall have the right to
utilize such documents in the course of its business purposes:
5. Pitkin Coun 's Obligations. Pitkin County shall administer this contract through a County
Representative. The Pitkin County Coroner will manage the project as the County's
Representative. The services provided and products delivered by the Contractor under this contract
will be subject to review by the County's Representatives, or a designee, for compliance with
Contractor's obligations prior to final payment.
6. Termination Prior to Expiration of Contract Term. Either County or Contractor have the
Contract #: bocc.con.133.2015
Budget Line Item #: 001,37.00000.82016
right to terminate this contract, with or without cause, by giving written notice to the other party of
such termination and specifying the effective date thereof. Such notice shall be given at least thirty
(30) days before the effective date of such termination. Contractor shall be entitled to receive
compensation in accordance with the contract for any satisfactory work completed pursuant to the
terms of this contract prior to the date of termination.
7. Independent Contractor status.
A. The parties to this contract intend that the relationship between them contemplated by
the contract is that of independent contractor. Contractor, and any agent, employee, or
servant of Contractor shall not be deemed to be an employee, agent, or servant of Pitkin
County.,
B. Contractor is not required to offer his services exclusively to Pitkin County under this
contract. Contractor may choose to work for other individuals or entities during the term
of this contract, provided that the basic services and deliverable products required under this
contract are submitted in the manner and -on the schedule defined under this contract.
C. Contractor warrants that all work produced will conform to all applicable industry
standards of care, skill and diligence in the performance of Contractor's obligations under this
contract.
D. Contractor shall not attempt to oversee or supervise the work or actions of any Pitkin
County employee, servant or agent in the course of completing work under this contract.
E. Contractor is not entitled to any Workers' Compensation benefits through Pitkin
County and is responsible for payment of any federal, state, FICA and other income taxes.
8. Assi naa bility. This contract is not assignable by either party. Any use of subcontractors by
the Contractor for performance of this contract must be accepted in writing by the County.
9. Binding_ Arbitration. Any disputes arising out of this contract shall be subject to binding
arbitration. The parties agree that any disputes concerning the terms and conditions of this contract
shall be submitted and finally settled by arbitration. Arbitration shall be conducted pursuant to
the rules of the American Arbitration Association and shall be presided over by the Pitkin County
Hearing Officer appointed to arbitrate Pitkin County contract disputes. Costs of the arbitration
shall be awarded to the substantially prevailing party.
10. Severability. In the event that any provision of this contract shall be held to be invalid or
unenforceable, the remaining provisions of this contract shall remain valid and binding upon the
parties hereto.
11. Integration and Modification.
A. This contract represents the entire and integrated contract between the County and the
Contractor and supersedes all prior negotiations, representations, or contract, either written or
oral. This contract may be amended only by written contract signed by both the County and the
Contractor.
B. Contractor to be performed hereunder. Such changes, including the increase or
Contract #: bocc.con.133.2015
Budget Line Item U. 001.37.00000.82016
decrease in the amount of the Contractor's compensation, which are mutually agreed upon
between the County and the Contractor, shall be in writing and upon execution shall become
part of this contract.
12. Indemni1y.
A. The Contractor agrees to indemnify, hold harmless and, not excluding the County's right to
participate, defend the County, itssubsidiary, parent, associated and/or affiliated entities,
successors, or assigns, its elected officials, trustees, employees, agents, volunteers, and any
jurisdiction or agency issuing permits for any work included in the project„ hereinafter referred to
as indemnitee, from all suits and claims, including attorney's fees and cost of litigation, actions,
loss, damage, expense, cost or claims of any character or any nature arising out of the work done
in fulfillment of the terms of this Contract or on account of any act, claim or amount arising or
recovered under workers' compensation law or arising out of the failure of the Contractor to
conform to any statutes, ordinances, regulation, law or court decree. It is agreed that the
Contractor will be responsible for primary loss investigation, defense and judgment costs where
this contract of indemnity applies. In consideration of the award of this contract, the Contractor
agrees to waive all rights of subrogation against the County its subsidiary, parent, associated
and/or affiliated entities, successors, or assigns, its elected officials, trustees, employees, agents,
and volunteers for losses arising from the work performed by the Contractor for the County.
B. The Contractor further shall investigate, process, respond to, adjust, provide defense for
and defend, pay or settle all claims, demands, or lawsuits related hereto at its sole expense and
shall bear all other costs and expenses related thereto, even if the claim, demand or lawsuit is
groundless, false or fraudulent.
13. Insurance. Contractor and subcontractors shall procure and maintain until all of their
obligations have been discharged, including any warranty periods under this Contract are satisfied,
insurance against claims for injury to persons or damage to property which may arise from or in
connection with the performance of the work hereunder by the Contractor, its agents, representatives,
employees or subcontractors.
Notwithstanding the provisions herein, Hospital's indemnification obligation contained in this section
is only to the extent permitted by law, and it is specifically understood and agreed by the Parties that
nothing contained in this paragraph or elsewhere in this Agreement shall be interpreted or applied as an
express or implied waiver by Hospital of its governmental immunity or as an express or implied
acceptance by Hospital of liabilities arising as a result of actions which lie in tort or could lie in tort in
excess of the liabilities allowable under the Colorado Governmental Immunity Act, C.R.S. § 24-10-
101, et seq., as a pledge of the full faith and credit of the State of Colorado, or as the assumption by
Hospital of a debt, contract, or liability of Hospital in violation of Article XI, Section 1 of the
Constitution of Colorado.
The insurance requirements herein are minimum requirements for this Contract and in no way limit the
Contract #. bocc.con.133.2015
Budget Line Item #: 001.37.00000.82016
indemnity covenants contained in this Contract.
The County in no way warrants that the minimum limits contained herein are sufficient to protect the
Contractor from liabilities that might arise out of the performance of the work under this Contract by
the Contractor, its agents, representatives, employees, or subcontractors. The Contractor shall assess
its own risks and if it deems appropriate and/or prudent, maintain higher limits and/or broader
coverages. The Contractor is not relieved of any liability or other obligations assumed or pursuant to
the Contract by reason of its failure to obtain or maintain insurance in sufficient amounts, duration, or
types.
A. Coverage and Limits of Insurance. Contractor shall provide coverage with limits of
liability not less than those stated below. An umbrella and/or excess liability policy may be used to
meet the minimum liability requirements provided that the coverage is written on a "following form"
basis.
1. Statutory Workers' Compensation: Colorado statutory minimums
a. Policy shall contain a waiver of subrogation against the County.
b. This requirement shall not apply when a contractor or subcontractor is
exempt under Colorado Workers' Compensation Act., AND when such contractor or
subcontractor executes the appropriate sole proprietor waiver form.
Minimum Limits:
Coverage A (Workers' Compensation) Statutory
Coverage B (Employers Liability) , $ 500,000
$ 500,000
$ 500,000
2. Commercial General Liability— ISO ICG 0001 form or equivalent. (With County named as
an additional insured)
Minimum Limits:
General_ Aggregate $ 2,000,000
Products/Completed Operations Aggregate $ 2,000,000
Each Occurrence Limit $ 1,000,000
Personal/Advertising Injury $ 1,000,000
Fire Damage (Any One Fire) $ 50,000
Medical Payments (Any One Person) $ 5,000
Coverage to include:
• Premises and Operations
4
Contract #: bocc.con.133.2015
Budget Line Item #: 001.37.00000.82016
• Explosions, Collapse and Underground Hazards
• Personal / Advertising Injury .
• Products / Completed Operations
• Liability assumed under an Insured Contract (including defense costs assumed under
contract)
• Independent Contractors
• Designated Construction Projects(s) General Aggregate Limit, ISO CO 2503 (1997
Edition or equivalent)
• Additional Insured—Owners, Lessees or Contractors Endorsement, ISO Form 2010
(2004 Edition or equivalent)
• Additional Insured—Owners, Lessees or Contractors Endorsement, ISO CG 2037 (2004
Edition or equivalent)
• The policy shall be endorsed to include the following additional insured language on the
Additional Insured Endorsements specified above: "County, its subsidiary, parent,
associated and/or affiliated entities, successors, or assigns, its elected officials, trustees,
employees, agents, and volunteers named as an additional insured with respect to
liability and defense of suits arising out of the activities performed by, or on behalf of
the Contractor, including completed operations".
3. . Auto Liability: Bodily injury and property damage for any owned, hired, and non -
owned vehicles used in the performance of this Contract.
Minimum Limits:
Bodily Injury/Property Damage (Each Accident) $ 1,000,000
4. Special Coverages (check as appropriate and insert amount):
❑(1) Performance Bond
❑(2) Professional Errors and Omissions
[](3) Aircraft Liability
❑(4) Owner's Protective
❑(5) Builder's Risk
❑(6) Boiler and Machinery
❑(7) Loss of Use Insurance
❑(8) Pollution Liability
❑(9) Crime, including Employee Dishonesty Coverage, or Fidelity Bond
B. Proof of Insurance:
Contract #: bocc.con.133.2015
Budget Line Item #: 001.37.00000.82016
1. Each insurance policy required by the insurance provisions of this Contract
shall provide the required coverage and shall not be suspended, voided or canceled
except after thirty (30) days prior written notice has been given to the County, except
when cancellation is for non-payment of premium, then ten (10) days prior notice may
be given.. Such notice shall be sent directly to (County Representative's Name &
Address). If the insurance carrier will not provide the required notice, the
Consultant/Contractor and or its insurance broker shall notify the County of any.
cancellation, or reduction in coverage or limits of any insurance within seven (7) days
of receipt of insurers' notification to that effect.
Simultaneously with the Certificates of Insurance, the Contractor shall file with the Procurement
Officer a certified statement as to claims pending against the required coverages, reserves
established on account of such claims, defense costs expended and amounts remaining on policy
limits.
2. In addition, these Certificates of Insurance shall contain the following clauses:
a. The contractor's insurance shall be primary and non-contributory with any
insurance or self insurance purchased by the County.
b. The insurance companies issuing the policy or policies hereunder shall
have no recourse against the County of Pitkin for payment of any
premiums or for assessments under any form of policy.
C. Any and all deductibles or self insured retentions in the above-described
insurance policies shall be assumed by and be for the amount of, and at the
sole expense of the Contractor.
d. Location of operations shall be: "all operations and locations at which work
for the referenced Project is being done"
3. Certificates of Insurance for all renewal policies shall be delivered to the County's
Representative at least fifteen (15) days prior to a policy's expiration date except for any policy
expiring on the expiration date of this contract or thereafter.
4. The County reserves the right to request and receive a copy of any policy and any
policy endorsement at any time during the term of this contract.
14. Records. The Contractor shall maintain comprehensive, complete and accurate books,
records, and documents concerning its performance relating to this contract for a period of three (3)
years after final payment under the contract and the County shall have the right within the three (3)
year period to ,inspect and audit these books, records and documents, upon demand, in a reasonable
manner and at reasonable times, for the purpose of determining, by accepted accounting and auditing
standards, compliance with all provisions of the contract and applicable law.
15. Contract Made in Colorado. The parties agree that this contract was made in accordance with
Contract #: bocc.con.133.2015
Budget Line Item #: 001.37.00000.82016
the laws of the State of Colorado and shall be so construed. Venue is agreed to be exclusively in the
courts of Pitkin County, Colorado.
16. Attorney's Fees. In the event that legal action is necessary to enforce any of the provisions of
this contract beyond the arbitration described in Paragraph 9, the substantially prevailing party shall be
entitled to its costs and reasonable attorney's fees.
17. Governmental Immunity. Both Parties agree and understand that Pitkin County and
Contractor are relying on and do not waive, by any provision of this contract, the monetary
limitations or terms or any other rights; immunities; and protections provided by the Colorado
Governmental Immunity Act, §. 24-10-101, et seq., C.R.S., as from time to time amended, or
otherwise available.
18. Current Year Obligations. The parties acknowledge and agree that any payments provided
for hereunder or requirements for future appropriations shall constitute only currently budgeted
expenditures of Pitkin County. Pitkin County's obligations under this contract are subject to Pitkin
County's annual right to budget and appropriate the sums necessary to provide the services set forth
herein. No provisions of the contract shall constitute a mandatory charge or requirement in any
ensuing fiscal year beyond the then current fiscal year of Pitkin County. No provision of the
contract shall be construed or interpreted as creating a multiple -fiscal year direct or indirect debt or
other financial, obligation of Pitkin County within the meaning of any constitutional or statutory debt
limitation. This contract shall not directly or indirectly obligate Pitkin County to make any
payments beyond those appropriated for Pitkin County's then current fiscal year. No provisions of
this contract shall be construed to pledge or create a lien on any class or source of Pitkin County's
moneys, nor shall any provision of this contract restrict the future issuance of Pitkin County's bonds
or any obligations payable from any class or source of Pitkin County's money.
19. Ngjigg. Any written notice required by this contract shall be deemed delivered through any
of the following: (1) hand delivery to the person at the address below; (2) delivery by facsimile with
confirmation of receipt to the fax number below; or (3) within three (3) days of being sent certified
first class mail, postage prepaid, return receipt requested addressed as follows:
To: Pitkin County
Dr. Steven Ayers
530 E. Main Street
3rd Floor
Aspen, Colorado 81611
Fax: (970) 920-5198
with copies to:
Pitkin County Attorney's Office
530 E. Main Street, #302
Aspen, Colorado 81611
Fax: (970) 920-5198
B. To: Contractor_
Aspen Valley Hospital District
0401 Castle Creek Road
Aspen, CO 81611
Fax: (970) 544-7684
With a copy to: General Counsel (at the same address/fax)
21. Public Contracts for Services and Public Contracts with Natural Persons. In conformance with
-the provisions of C.R.S. § 8-17.5-101 and 102, as amended and_C.R.S. § 24-76.5-101, as
Contract M bocc.con.133.2015
Budget Line [tem #: 001.37.00000.82016
amended.
A. Contractor shall not knowingly employ or contract with an illegal alien to perform
work under the public contract for services. .
B. Contractor shall not enter into a contract with a subcontractor that fails to certify to
the contractor that the subcontractor shall not knowingly employ or contract with an illegal
alien to perform work under the public contract for services.
C. Contractor has confirmed the employment eligibility of all employees who are newly
hired for employment to perform . work under the public contract for services through
participation in either the E -Verify Program or the. Department Program.
D. Contractor shall use either the E -Verify Program or the Department Program
procedures to undertake pre-employment screening of job applicants while the public
contract for services is being performed.
E. Should Contractor obtain actual knowledge that a. subcontractor performing work
under the public contract for services knowingly - employs or contracts with an
illegal alien, Contractor shall be required to: .
1. Notify the subcontractor and the County within three days that the contractor has actual
knowledge that the subcontractor is employing or contracting with an illegal alien;
2. Terminate the subcontract with the subcontractor if within three days of
receiving the required notice the subcontractor does not stop employing or
contracting with the illegal alien; except that the contractor shall not terminate the
contract with the subcontractor if the subcontractor provides information to establish
that the subcontractor has not knowingly employed or contracted with an illegal
alien;
F. Contractor shall comply with any reasonable request by the department made in the
course of an investigation that the department is undertaking pursuant to C.R.S. 5-17.5-
102(5).
COntrAct #: bucc.con, 1313.201
Budget Line Umn #: 00 1,37.00000.82016
IN WITNESS WHEREOF, the parties, have executed this contract as o . f the date firstset out herein
above.
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By:
?6v -en Ayers; Coroner- Date