Attachment C - Service Agreement.doc

SERVICE AGREEMENT

This Agreement is made and entered into this _______day of __________, 20__ by and between DENVER HEALTH AND HOSPITAL AUTHORITY, a body corporate and political subdivision of the State of Colorado, with offices located at 777 Bannock St., Denver, CO 80204, hereinafter referred to as “DHHA”, and _____________________, an independent contractor with a mailing address of ______________, hereinafter referred to as “Contractor”.

RECITALS:

WHEREAS, DHHA is the owner and operator of Denver Health Medical Center, in Denver, Colorado, which provides inpatient and out-patient medical services and fulfills public health functions for the citizens of the City and County of Denver; and

WHEREAS, DHHA desires to secure ________________ services on an independent contractor basis; and

WHEREAS, Contractor is qualified and desires to provide certain _______________ services on an independent contractor basis.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth herein, the parties agree as follows:

1. Services. Contractor agrees to perform the following services (the “Services”) in a timely, expeditious and professional manner: PICK ONE, DELETE THE REST: [insert description of services] or [insert: Services as more fully described in Exhibit A: Scope of Services, which is attached hereto and incorporated herein by this reference.] or [insert: Services as more fully described in the Request for Proposal #_________ for _____________ services with a Date of Issuance on _________ (“RFP”) and Contractor’s proposal in response to the RFP dated _________ (“Proposal”), which are attached hereto and incorporated herein by this reference. In the event of any conflict or discrepancy between the terms of this Agreement, the RFP and the Proposal, the terms of the RFP shall prevail, followed by the terms of this Agreement.] The schedule for the delivery of all deliverables under this Agreement PICK ONE, DELETE THE REST: [is: _________________] or [shall conform to Exhibit A] or [shall conform to the RFP]. Any material changes to the Services, including the schedule, deliverables and related fees, must be agreed to in writing by both parties.

2. Performance Warranty. Contractor represents and warrants that the Services, including any deliverables, will be of good quality, performed in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and in conformance with this Agreement. Contractor shall perform the Services in compliance with all applicable federal, state and local laws and regulations. To the extent applicable, Contractor will perform the Services in accordance with any DHHA policies and procedures that are critical to the safe and compliant operation of DHHA’s organization, including but not limited to, completing and abiding by DHHA’s Non-Employee Orientation and Training Handbook and including the COVID19 mandatory vaccination policy which requires that personnel have completed a full dosage of a COVID vaccination and masking requirements while onsite at DHHA. A copy of DHHA’s policies may be provided to the Contractor upon request.

3. Monitoring and Reports. DHHA may inspect and evaluate the quality of the Services provided under this Agreement at all reasonable times and places. Contractor shall provide reports on its provision of Services as requested by DHHA. If the Services do not conform to Agreement requirements, DHHA may notify Contractor of such deficiency and offer Contractor an opportunity to perform such Services again in conformity with Agreement requirements, without additional payment. If the non-conforming Services constitute a material breach of this Agreement, DHHA may terminate this Agreement immediately upon written notice to Contractor.

4. Term; Termination. The term of this Agreement shall be from ______________, until ______________. This Agreement may be terminated earlier by final completion of the Services by the Contractor and acceptance of the Services by DHHA or by DHHA for any reason by giving the Contractor written notice of not less than ten (10) days. In the event of early termination, payments will be made to Contractor for all work performed in a satisfactory manner, as determined by DHHA in its sole discretion, up to the date of termination.

5. Compensation. DHHA shall pay Contractor a fixed sum not to exceed _______________ Dollars ($________) for its services in accordance with the terms of this Agreement. There are no reimbursable expenses. PICK ONE, DELETE THE REST: [Contractor shall invoice DHHA _____% ($_________) upon commencement of services, and ____% ($______) upon completion of services.] or [Contractor shall invoice DHHA upon completion of all services under this Agreement.] or [Contractor shall invoice DHHA on a monthly basis at the rate of _____________ Dollars ($_____)]. All invoices shall reference this Agreement number and include a description of the services provided during the invoice period, including the date(s) of service, and shall be emailed to DH Accounts Payable at DHAccountsPayable@dhha.org, or mailed to:

Denver Health and Hospital Authority

[DH DEPARTMENT NAME]

777 Bannock Street, Mail Code xxxx Denver, Colorado 80204-4507

All invoices shall be due and payable within thirty (30) days of receipt, subject to DHHA’s right to withhold payment of any portion of an invoice that is the subject of a good faith dispute.

6. Confidentiality. In performance of this Agreement, each party may provide to the other party certain confidential information identified by a disclosing party as confidential or such as the reasonable person would understand to be confidential under the circumstances (collectively, “Confidential Information”). Both parties agree that they will hold the other’s Confidential Information in confidence, and will not, without the other’s written consent, disclose any portion thereof to any third party. Confidential Information shall not include information which: (i) is in the receiving party’s possession before receipt from the disclosing party; (ii) is or becomes a matter of public knowledge through no fault of the receiving party; (iii) is rightfully received by the receiving party from a third party without a duty of confidentiality; (iv) is independently developed by the receiving party; or (v) is disclosed by the receiving party under operation of law provided the receiving party gives the disclosing party prompt notice of the requirement to disclose and the opportunity to contest such disclosure.

7. Ownership of Work Product. Contractor hereby assigns to DHHA all its rights, including copyrights, in all deliverables and other works prepared by Contractor for DHHA under this Agreement. Contractor shall promptly sign and deliver any documents and take any actions that DHHA reasonably requests to establish and perfect the rights assigned to DHHA under this Section 7. Nothing in this section will be construed to grant either party any right of license under any intellectual property of the other party that existed prior to the date of this Agreement.

8. Indemnification. Contractor will defend, indemnify and hold harmless DHHA and its employees, officers, directors and agents (“Indemnitees”) from and against any and all claims, demands, causes of actions, proceedings, damages, losses and expenses resulting from the negligent or willful acts or omissions of the Contractor, it’s employees, officers and agents. Contractor need not indemnify or hold DHHA harmless for damages or claims caused by the sole negligence of the Indemnitees. The obligations contained in this paragraph shall survive the expiration or termination of this Agreement. DHHA cannot and by this Agreement does not agree to indemnify, hold harmless, exonerate or assume the defense of Contractor or any other person or entity whatsoever, for any purpose whatsoever.

9. Contractor Insurance. Contractor shall, prior to commencing work under this Agreement, obtain the following minimum insurance:

i.

Commercial General Liability Insurance with limits no less than $1,000,000 per occurrence and $3,000,000 in the aggregate per policy per year. Defense costs coverage for additional insureds must be included and outside the limits of insurance. DHHA, its directors, officers, officials and employees shall be additional insureds as respect to this Agreement, with a waiver of subrogation in favor of such additional insureds.

ii.

If motor vehicles are required in the performance of the services, Automobile Liability, to include owned, non-owned and hired vehicles, with limits of liability no less than $1,000,000 per occurrence.

iii. Standard Workers’ Compensation as required by law in the State of Colorado.

iv. Professional E&O insurance with limits no less than $1,000,000 per occurrence and $3,000,000 in the aggregate per policy per year.

Any policies written on a claims-made basis must remain in force for at least 5 years after the accepted completion date of the Services through the purchase of an extended reporting period or the purchase of a renewal policy. Certificates of insurance evidencing the above shall be submitted to DHHA, Risk Management, 777 Bannock Street, MC5015, Denver, Colorado 80204, within ten (10) days after the signing of this Agreement. In order to be acceptable to DHHA, the insurance companies must be rated at least an A.VIII by A.M. Best Company, unless DHHA agrees to an exception. The certificates of insurance must bear the following wording in lieu of the standard wording: “Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail within forty five (45) days a written notice by certified mail to General Counsel, Denver Health and Hospital Authority, 777 Bannock Street, MC 1919, Denver, CO 80204.” DHHA reserves the right to request a certified copy of the policy(ies) for review in addition to the standard Certificate of Insurance.

10. Governmental Immunity. The parties hereto understand and agree that DHHA is a body corporate and political subdivision of the State of Colorado relying upon the rights, immunities and protections provided by the Colorado Governmental Immunity Act, C.R.S. §24-10-101, et seq. (“CGIA”). Anything in this Agreement, including any Exhibits or referenced materials, that conflicts with DHHA’s status as a governmental entity or compromises its rights, immunities and protections under the CGIA or Colorado law is hereby rejected by DHHA and of no effect.

11. No Discrimination in Employment. In connection with the performance of Services under this Agreement, the parties agree not to harass or discriminate against an applicant or employee because of age, race, color, sex, pregnancy status, religion, national origin, marital, civil union or domestic partnership status, sexual orientation, gender identity, transgender status, physical or mental disability, veteran status and any other basis protected under Federal, State or local law.

12. Prohibition on Hiring and Contracting with Illegal Aliens. In accordance with the provisions mandated by Colorado Revised Statutes § 8-17.5-101, et seq., Contractor hereby certifies that it will not knowingly employ or contract with an illegal alien to perform work under this Agreement or enter into a contract with a subcontractor that fails to certify to Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement. Contractor certifies that it has confirmed employment eligibility of all employees who are newly hired to perform work under this Agreement through either the employment verification program authorized in 8 U.S.C. § 1324a, as amended, that is administered by the United States Department of Homeland Security (“e-verify program”) or the employment verification program established pursuant to C.R.S. § 8-17.5-102(5)(c) that is administered by the Colorado Department of Labor and Employment (“department program”). Contractor shall not use the e-verify program or department program as a tool for pre-employment screening of job applicants while performing services under this Agreement. If Contractor obtains actual knowledge that a subcontractor knowingly employs or contracts with an illegal alien who is performing work under this Agreement, Contractor shall be required to: (i) notify DHHA and the subcontractor within three (3) days that Contractor has actual knowledge that the subcontractor is employing or contracting with an illegal alien who is performing work under this Agreement; and (ii) terminate the subcontract with the subcontractor if within three (3) days of receiving the notice, the subcontractor does not stop employing or contracting with the illegal alien who is performing work under this Agreement; except that Contractor shall not terminate the contract with the subcontractor if during such three (3) days, the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien to perform work under this Agreement. Contractor shall comply with any reasonable request by the Colorado Department of Labor and Employment made in the course of an investigation undertaken pursuant to its authority under Colorado Revised Statutes §8-17.5-102(5).

13. Access to Records. Contractor shall keep and maintain books, records, accounts and other documents (collectively “Records”) that are sufficient to accurately and completely reflect the operations of Contractor in reference to this Agreement. Such Records shall, upon request, be made available to DHHA and its designated representatives for review, inspection and reproduction. Contractor shall keep and maintain such Records for a period of at least three (3) years after the completion of the Services under this Agreement.

14. Debarment Certification. By signing this Agreement, Contractor certifies that neither it nor any of its directors, officers, employees, or subcontractors (if applicable), (i) have been convicted of or had a civil judgment rendered against them for commission of a fraud or criminal offense in connection with obtaining, attempting to obtain or performing a Federal, State or local transaction; or (ii) are debarred, suspended, proposed for debarment or declared ineligible from participation in a transaction by any Federal, State or local department or agency, including but not limited to any Federal or State health care program.

15. Status of the Contractor. It is understood and agreed by and between the parties that the status of Contractor shall be that of independent contractor and it is not intended, nor shall it be construed, that Contractor or its officers, directors, agents, subcontractors or employees under the contract are employees or officers of DHHA. CONTRACTOR UNDERSTANDS THAT IT AND ITS EMPLOYEES ARE NOT ENTITLED TO WORKERS’ COMPENSATION BENEFITS, FRINGE BENEFITS, OR UNEMPLOYMENT INSURANCE BENEFITS FROM DHHA AND THAT IT IS OBLIGATED TO PAY FEDERAL, STATE AND LOCAL TAXES ON ANY MONIES RECEIVED PURSUANT TO THIS AGREEMENT. As an independent contractor, Contractor agrees that: (i) Contractor does not have the authority to act for DHHA, or to bind DHHA in any respect whatsoever, or to incur any debts or liabilities in the name of or on behalf of DHHA; (ii) Contractor has and hereby retains control of and supervision over the performance of Contractor’s obligations hereunder and control over any persons employed or contracted by Contractor for performing the Services hereunder; (iii) Contractor represents that it is engaged in providing similar services to the general public and not required to work exclusively for DHHA; (iv) all Services are to be performed solely at the risk of the Contractor and Contractor shall take all precautions necessary for the proper performance thereof; and (v) Contractor will not combine its business operations in any way with DHHA’s operations and each party shall maintain their operations as separate and distinct.

16. Assignment or Subcontracting. Contractor and DHHA each agree not to assign, pledge, transfer, or subcontract their duties and rights in this Agreement, in whole or in part without first obtaining the prior written consent of the other party. Any attempt by Contractor or DHHA to assign, transfer, or subcontract their rights hereunder without such prior written consent shall, at the option of the non-assigning party, terminate this Agreement and all rights of the assigning party.

17. No Third Party Beneficiaries. It is expressly understood and agreed that enforcement of the terms and conditions of this Agreement, and all rights of action relating to such enforcement shall be strictly reserved to the parties and nothing contained in this Agreement shall give or allow any such claim or right of action by any third person. It is the express intention of the parties that any person other than a party to this Agreement receiving services or benefits under this Agreement shall be deemed to be an incidental beneficiary only.

18. No Waiver of Rights. No assent, expressed or implied, to any breach of any one or more covenants, provisions, or conditions of the Agreement shall be construed as a waiver of any succeeding or other breach.

19. Venue, Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Colorado without regard to the choice of law thereof. Venue for any legal action shall be in a court of competent jurisdiction within Denver, Colorado.

20. Notices. Notices concerning termination of this Agreement, notice of alleged or actual violation of the terms or provision of this Agreement, and other notices shall be provided to the parties at the following addresses:

If to DHHA:

Denver Health and Hospital Authority

Office of General Counsel

777 Bannock Street, MC 1919

Denver, Colorado 80204 If to Contractor:

ADDRESS

Said notice shall be delivered by prepaid U.S. mail and shall be deemed effective three (3) days after deposit with the U.S. Postal Service. The parties may from time to time designate substitute addresses or persons where and to whom such notices are to be mailed or delivered but such substitutions shall not be effective until actual receipt of written notification.

21. Severability. If any of the provisions of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provision or provisions, and the rights and obligations of the parties shall be construed and enforced accordingly, to effectuate the essential intent and purpose of this Agreement.

22. Entire Agreement. This Agreement reflects the entire Agreement of the parties with respect to the subject matter hereof and supersedes all prior oral or written statements, understandings or correspondence, if any, with respect thereto. No other documentation related to this Agreement shall form a part of this Agreement unless it is expressly referenced and incorporated herein. No modification or waiver of this Agreement shall be valid unless in writing and duly executed by the parties to be charged herewith.

23. Execution of Agreement, Counterparts. This Agreement may be executed in multiple, identical counterparts, each of which shall be deemed to be an original, and all of which, taken together, shall constitute one and the same instrument. Signatures to this Agreement transmitted by facsimile transmission, by electronic mail in “portable document format” (“pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of the Agreement, shall have the same effect as physical delivery of the paper Agreement bearing the original signature. This Agreement will not be final and binding until signed by both parties. Once executed, this Agreement shall be binding on all parties, their successors and assigns.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and year first above written.

DENVER HEALTH AND HOSPITAL

NAME

AUTHORITY

By:

By: __________________________

Name: ________________________

Name: ________________________

Title: _________________________ Title: _________________________

Date: _________________________ Date: _________________________

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