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HomeMy WebLinkAboutbocc.con.088.25bocc.con.088.25 1 AGREEMENT FOR PROVISION OF SERVICES Interpretation of Postmortem CT Scanning (Virtopsy) in Coroner's Cases THIS AGREEMENT is made and entered by and between the Pitkin County Board of County Commissioners (“Pitkin County"), with its principal office at 530 E. Main Street 3rd Floor Aspen, Colorado 81611, and Radiology Imaging Associates, P.C. ("Contractor") with its principal office located at 10800 E. Geddes Ave, Suite 300 Englewood, CO 80112. 1. Term. The term of this Agreement shall commence as of January 1, 2025, and continue in full force and effect for the period of one (1) year. At the expiration of the initial term, this Agreement will automatically be renewed for successive one (1) year terms . During each renewal term of this Agreement, all terms and conditions shall remain in full force and effect unless otherwise agreed upon in writing by the parties. This Agreement may also be terminated by either party in accordance with Section 6 of this Agreement. 2. Contractor's Obligations. Contractor shall provide, upon request from Pitkin County, interpretation of Virtopsy studies which will be sent by the Aspen Valley Hospital Diagnostic Imaging Department to Contractor for professional interpretation. The Aspen Valley Hospital Diagnostic Imaging Department will send Virtopsy studies on behalf of Pitkin County. The relationship between Pitkin County and the Aspen Valley Hospital Diagnostic Imaging Department is governed by a separate agreement which Contractor is not a party to. 3. Compensation, Expenses, Invoicing, and Payment. Pitkin County shall compensate Contractor for all services rendered in accordance with Section 2. It is expressly understood and agreed that the total compensation and reimbursement to be paid to Contractor per decedent shall not exceed the sum of Five Hundred Dollars per study ($500.00). Contractor shall invoice Pitkin County monthly for all expenses and compensation due for interpretations performed in the preceding month. Payment shall be remitted by Pitkin County within thirty (30) days of the receipt of any invoice by Contractor. 4. Pitkin County's Exclusive Ownership of Work Product. Images sent to Contractor in connection with this Agreement shall be the property of Pitkin County and shall be archived at Pitkin County’s expense. Pitkin County shall be the archive of record for all images in relation to this Agreement and shall maintain records of the images in compliance with relevant law. Contractor may, at its sole discretion, retain copies of images as necessary for the purpose of interpretation under this agreement, or to comply with relevant law. 5. Pitkin County's Obligations. Pitkin County shall administer this Agreement through a Pitkin County Representative. The Pitkin County Coroner will manage the project as Pitkin County's Representative. The services provided and products delivered by the Contractor under this Agreement will be subject to review by Pitkin County's Representatives, or a designee, for compliance with Contractor's obligations prior to final payment. 6. Termination Prior to Expiration of Agreement Term. Both parties have the right to terminate this Agreement at any time, 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 this Agreement for any work completed pursuant to the terms of this Agreement prior to the date of termination. 7. Independent Contractor status. bocc.con.088.25 2 A. The parties to this Agreement intend that the relationship between them contemplated by this Agreement is that of independent contractors. Contractor, and any agent, employee, or servant of Contractor shall not be deemed to be an agent, employee, or servant of Pitkin County. Pitkin County, and any agent, employee, or servant of Pitkin County, shall not be deemed to be an agent, employee, or servant of Contractor. B. Contractor is not required to offer 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 agent, employee, or servant in the course of completing work under this contract. Pitkin County shall not attempt to oversee or supervise the work or actions of any Contractor agent, employee, or servant in the course of completing work under this contract. E. CONTRACTOR SHALL SATISFY ALL TAX AND OTHER GOVERNMENTALLY IMPOSED RESPONSIBILITIES, INCLUDING, BUT NOT LIMITED TO, PAYMENT OF STATE, FEDERAL AND SOCIAL SECURITY TAXES, UNEMPLOYMENT TAXES, WORKERS’ COMPENSATION, AND SELF- EMPLOYMENT TAXES. NO FEDERAL, STATE, OR LOCAL TAXES OF ANY KIND SHALL BE WITHHELD OR PAID BY PITKIN COUNTY. F. CONTRACTOR IS NOT ENTITLED TO UNEMPLOYMENT INSURANCE BENEFITS OR WORKERS’ COMPENSATION BENEFITS UNLESS SUCH COVERAGES ARE PROVIDED BY CONTRACTOR. 8. Assignability. This Agreement is assignable by either party only with the prior written consent of both parties, which shall not be unreasonably withheld. Any use of subcontractors by the Contractor for performance of this contract must be accepted in writing by Pitkin County, and such acceptance shall not be unreasonably withheld. 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. The substantially prevailing party will be decided by the arbitration panel after consideration of the relative success of the parties arguments and defenses. 10. Severability. In the event that any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement shall remain valid and binding upon the parties hereto. 11. Integration and Modification. This Agreement represents the entire and integrated Agreement between Pitkin County and Contractor and supersedes all prior negotiations, representations, or contract, either written or oral. This Agreement may be amended only by a written agreement signed by both Pitkin County and the Contractor. Such changes, including any increase or decrease in the amount of the Contractor's compensation, which are mutually agreed upon between Pitkin County and the Contractor, shall be in writing and upon execution shall become bocc.con.088.25 3 part of this contract. 12. Indemnity. A. Both parties agree to indemnify, hold harmless, and defend the the other party, its subsidiary, 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 Agreement or on account of any act, claim or amount arising or recovered under workers' compensation law or arising out of the failure of the party to conform to any statutes, ordinances, regulation, law or court decree. It is agreed that the B. 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 Pitkin 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 Pitkin County. C. 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 under this Agreement have been discharged, including until any warranty periods under this Agreement 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. 14. Records. The Contractor shall maintain comprehensive, complete and accurate books, records, and documents concerning its performance relating to this Agreement for a period of three (3) years after final payment under this Agreement and Pitkin 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 this Agreement and applicable law. 15. Agreement Made in Colorado. The parties agree that this Agreement was made in accordance with 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 Agreement beyond the arbitration described in Paragraph 9, the 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 Agreement, 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. bocc.con.088.25 4 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 Agreement 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 this Agreement shall constitute a mandatory charge or requirement in any ensuing fiscal year beyond the then current fiscal year of Pitkin County. No provision of this Agreement 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 Agreement 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 Agreement 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 Agreement restrict the future issuance of Pitkin County's bonds or any obligations payable from any class or source of Pitkin County's money. If applicable, Pitkin County will notify Contractor thirty (30) days in advance of when funds for this Agreement are no longer available. Pitkin County will in no circumstance request services under this Agreement, if funds are unavailable to compensate Contractor for such services. 19. Notice. Any written notice required by this Agreement 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 with copies to: Pitkin County Attorney's Office Dr. Steven Ayers 530 E. Main Street 530 E. Main Street #302 3rd Floor Aspen, Colorado 81611 Aspen, Colorado 81611 Fax: (970) 920-5198 Fax: (970) 920-5198 To: Contractor Radiology Imaging Associates 10800 E. Geddes Ave Suite 300 Englewood, CO 80112 Fax: 303-761-6322 bocc.con.088.25 5 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date included in the preamble of this Agreement. CONTRACTOR: PITKIN COUNTY: By: ____________________________ By: ____________________________ Dr. Brendan Essary, President Dr. Steven Ayers, Coroner Date: __________________________ Date: __________________________ Jun-22-2025Jun-26-2025 Certificate Of Completion Envelope Id: 735CDC54-0C4A-40B6-B493-359A63777A3C Status: Completed Subject: Please Docusign: Pitkin Contract 088.25 for Postmortem CT and Interpretive Services Source Envelope: Document Pages: 5 Signatures: 2 Envelope Originator: Certificate Pages: 5 Initials: 0 Pitkin County Procurement AutoNav: Enabled EnvelopeId Stamping: Disabled Time Zone: (UTC-07:00) Mountain Time (US & Canada) 530 East Main Street Suite 203 Aspen, CO 81611 Procurement@PitkinCounty.com IP Address: 65.38.144.66 Record Tracking Status: Original 6/18/2025 12:46:00 PM Holder: Pitkin County Procurement Procurement@PitkinCounty.com Location: DocuSign Signer Events Signature Timestamp Dr. J. Stevens Ayers drayers@pitkincoroner.org Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 2601:281:180:e310:5ccb:d7c4:bb03:1116 Sent: 6/18/2025 12:54:48 PM Viewed: 6/22/2025 8:53:48 AM Signed: 6/22/2025 8:54:02 AM Electronic Record and Signature Disclosure: Accepted: 6/22/2025 8:53:48 AM ID: e7eec7f3-30af-4c6c-90b6-b61fe8390851 Company Name: Pitkin County, Colorado Brendan Essary Brendan.Essary@riaco.com RIA President Radiology Imaging Associates Endovascular Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 73.95.125.21 Sent: 6/22/2025 8:54:03 AM Resent: 6/25/2025 11:51:19 AM Viewed: 6/26/2025 3:12:48 PM Signed: 6/26/2025 3:14:49 PM Electronic Record and Signature Disclosure: Accepted: 6/26/2025 3:12:48 PM ID: 5476bece-2112-48db-a555-d367652918d8 Company Name: Pitkin County, Colorado In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Audra Thompson Audra.Thompson@pitkincoroner.org Security Level: Email, Account Authentication (None) Sent: 6/26/2025 3:14:50 PM Viewed: 6/27/2025 1:17:23 PM Electronic Record and Signature Disclosure: Carbon Copy Events Status Timestamp Accepted: 4/17/2025 1:51:27 PM ID: 1d504898-8cb1-451a-9c84-c115a5f0c710 Company Name: Pitkin County, Colorado Pitkin County Procurement procurement@pitkincounty.com Procurement Specialist Pitkin County Security Level: Email, Account Authentication (None) Sent: 6/26/2025 3:14:51 PM Resent: 6/26/2025 3:14:54 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Accounts Payable AP@pitkincounty.com Accounts Payable Pitkin County Security Level: Email, Account Authentication (None) Sent: 6/26/2025 3:14:51 PM Viewed: 6/26/2025 3:19:54 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 6/18/2025 12:54:48 PM Certified Delivered Security Checked 6/26/2025 3:12:48 PM Signing Complete Security Checked 6/26/2025 3:14:49 PM Completed Security Checked 6/26/2025 3:14:51 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, Pitkin County (we, us or Pitkin County) may be required by law to provide you with certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically when we send you documents for electronic signature. Acknowledging your Access, Intent, and Consent to Receive and Sign Materials Electronically To confirm that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receive notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that:  I am establishing my intent to be bound to the transaction, and indicating that I am fully aware of the purpose for which the signature is being provided.  I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and  I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and  Until or unless I notify Pitkin County as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgments, and other documents that are required to be provided or made available to me by Pitkin County during the course of my relationship with you. Signing Documents without a Pitkin County DocuSign Account: Pitkin County may not require all document signers to be authorized users of the Pitkin County DocuSign Account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. When you don't have a DocuSign account, you will be provided the opportunity to agree to the Legal Disclosure each time you open an "envelope" for signing, at this time, you can download and retain this disclosure. Pitkin County will forward completed documents that you've reviewed, processed or signed via email. Should you require copies of these signed documents (e.g., if they get deleted from your email account) you should request those documents from Pitkin County under the Colorado Open Records Act by contacting the Pitkin County custodian who sent you the document for signature. Signing Documents with a Pitkin County DocuSign Account: Electronic Record and Signature Disclosure created on: 3/20/2020 3:28:13 PM Parties agreed to: Dr. J. Stevens Ayers, Brendan Essary, Audra Thompson Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper or electronic copies At any time, you may request from us a paper or electronic copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. 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All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgments, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact Pitkin County: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to Helpdesk@provelocity.com To advise Pitkin County of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at Helpdesk@provelocity.com and in the body of such request you must state: your previous e-mail address, your new e-mail address . 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