Larimer County Behavioral Health Facility Contract

DocuSign Envelope ID: C9956210-02B0-44C5-9151-4F7044C7E541
LARIMER COUNTY, COLORADO

Professional Services & Operational Agreement
(P19-18 – Behavioral Health Facility)
THIS AGREEMENT is made by and between the Board of County Commissioners of

Larimer County, Colorado, located at 200 W. Oak, Fort Collins, Colorado 80521 ("County"),
and SummitStone Health Partners, located at 4856 Innovation Drive, Suite B, Fort Collins,
CO 80525 (“Contractor”). County and Contractor agree to the following terms and
conditions:
1. RECITALS
WHEREAS in November of 2018 Larimer County voters approved a 20-year, 0.25%

county-wide sales and use tax initiative to expand and enhance community response to
gaps in behavioral health services, including the funding of the construction and operation
of a behavioral health facility.
WHEREAS on or about May 9, 2019, the County published a solicitation to hire a provider
to provide the clinical services in the behavioral health facility (Request for Proposal #P19-
18, Behavioral Health Services Center Provider (“RFP”)).
WHEREAS the RFP was awarded to Contractor pending negotiations.
WHEREAS the County and Contractor entered into a certain Professional Services
Agreement effective as of March 3, 2020 ("Planning Agreement''), pursuant to which the
County engaged Contractor to provide certain pre-opening planning services with respect
to the Facility.
WHEREAS the County entered into an agreement with a builder pursuant to which the
builder will construct, equip, and furnish a Behavioral Health Acute Care Facility at 2260 W.
Trilby Road, Fort Collins, CO 80526, known as the Larimer County Behavioral Health Acute
Care Facility at Longview (the "Facility").
WHEREAS the County desires to engage Contractor to manage and operate the Facility,
on behalf and for the benefit of the County, such services to commence on the Effective
Date and Contractor desires to accept such engagement, pursuant to the terms and
conditions contained herein.
NOW THEREFORE, for and in consideration of the foregoing, the mutual covenants and
promises hereinafter set forth, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties, intending to be legally bound,
hereby agree as follows:
2. DEFINITIONS
a. In any subcontracts and other documents related to this Contract, the Contractor shall
use the definitions as they appear in this Contract.
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i. Behavioral Health: an individual’s mental and emotional well-being and actions

that affect an individual’s overall wellness. Behavioral Health issues and disorders
include Substance Use Disorders, mental health disorders, serious psychological
distress, serious mental disturbance, and suicide and range from unhealthy stress
or subclinical conditions to diagnosable and treatable diseases. “Behavioral Health”
also describes service systems that encompass the promotion of mental and/or
emotional health and prevention and treatment for mental health disorders and
Substance Use Disorder conditions and related services.
ii. Business Associate Agreement (BAA): an agreement under the federal Health
Insurance Portability and Accountability Act of 1996, as amended (HIPAA), between
a HIPAA covered entity HIPAA business associate. The agreement protects
Personal Health Information (PHI) in accordance with HIPAA guidelines.
iii. Business Day: Monday through Friday, 8:00 am to 5:00 pm Mountain Time, except
for holidays observed by the County. (These are not equivalent to hours of service
at the Facility.)
iv. Center of Excellence (COE): Through innovative community partnerships, and

providing learning opportunities across industries (behavioral health, food services,
janitorial, occupational therapy, etc) and translational (research to practice)
experiences, the Contractor will operationalize, encourage, engage and support the
“teaching and learning” culture within the services provided in the Acute Care
Facility.
v. Contractor: the individual or entity performing services pursuant to this Agreement

and includes the Contractor’s owners, officers, directors, partners, employees,
and/or agents, unless otherwise stated in this Agreement.
vi. County Funds: funds received from the .25% county-wide sales and use tax and
designated for the purposes of expanding and enhancing community response to
gaps in behavioral health services.
vii. Facility: refers to the lobby, all clinical spaces, therapy rooms, pharmacy, lab,
halls, offices, fitness room, visitation spaces, common areas, multi-purpose spaces,
conference rooms and the entrances, ground, sidewalks and parking areas
surrounding the Facility and adjacent thereto, and any other spaces in the Facility
as shown in the detailed diagram of the Facility, which is attached hereto as
Exhibit D (Lease Agreement), of which Contractor is entitled to use to perform the
Work under this Agreement..
viii. Subcontract: any separate agreement or contract between the Contractor and an
individual or entity (“Subcontractor”) to perform a portion of the duties and
obligations that the Contractor is obligated to perform pursuant to this Agreement.
ix. Substance Use Disorder: (Defined by the DSM-5) (also referred to herein as
SUD): a problematic pattern of use of alcohol and/or drugs that causes a clinically
and functionally significant impairment, such as health problems, disability and
failure to meet major responsibilities at work, school or home.
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x. Work: services that are to be provided by the Contractor under the terms of this
Agreement within available resources.
3. ENGAGEMENT & STATEMENT OF WORK
a. Contractor shall perform the full scope of services, including delivery of the Behavioral
Health services, as described in Exhibit A attached hereto and incorporated herein
(collectively, the “Work”), in accordance with the provisions of this Agreement.
4. PAYMENT
a. County shall pay Contractor for Work performed in accordance with this Agreement.
b. All charges, prices, fees, and discounts related to the Work are set forth in the price
schedule attached hereto as Exhibit B (the “Price Schedule”).
5. TERM
a. Initial Term: The initial term of this Agreement shall be from July 1, 2023, through and
including June 30, 2028 (“Initial Term”), unless sooner terminated as provided for in this
Agreement.
b. Annual Review and Amendment: During the initial Term of this Agreement, both parties
will review the Agreement terms annually following each contract year to determine
whether amendments are required due to lessons learned over the prior year and/or
changing circumstances/needs, etc. No changes will occur unless mutually agreed
upon by both parties in a written and signed amendment hereto.
c. Extension Terms. Upon mutual agreement, the parties may extend the term of this
Agreement beyond the Initial Term for successive five-year terms (each such period
being an “Extension Term”). Prior to each Extension Term, the parties will determine
the need and language for any modifications to the Agreement, including but not limited
to Price Schedule adjustments. If either party intends to not renew the Agreement for
any given Term, written notice shall be given to the other party in compliance with
Section 10 herein at least 180 days in advance of the then-current Term’s expiration.
This Agreement shall not auto-renew under any circumstances. An amendment will be
executed for any Extension Term(s) agreed to between the parties.
6. OWNERSHIP, USE OF THE FACILITY, PROPERTY INVENTORY

a. Ownership of Facility, Equipment and Materials. County will at all times retain ownership
of the Facility, including but not limited to real estate, technical equipment, furniture,
displays, fixtures and similar property, including improvements made during the Term,
at the Facility. Any equipment/supplies or materials furnished by the County to
Contractor or acquired by Contractor with County funds, to be used at the Facility, shall
remain the property of the County, and shall be returned to the County when no longer
needed by Contractor to perform under this Agreement.
b. Right of Possession & Use. Subject to the requirements and limitations of this Section 6,
County hereby gives Contractor leasehold and occupancy rights as set forth in Exhibit
D in the Facility for the duration of the Term, and Contractor accepts such right of use,
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for the purpose of performing the Work specified in Exhibit A. Contractor may use all
furniture, displays, fixtures, office equipment, supplies, tools and similar property in the
areas of the Facility under Contractor’s control during the Term of the Agreement.
c. Use by County. Subject to the requirements and limitations of this Section 6, County
staff, as authorized by the Larimer County Contract Administrator, will have reasonable
access to all areas of the Facility at all times during the Term, including 24 hour per day/
seven day per week for on-call maintenance, preventative maintenance, janitorial
services, capital replacement or depreciation repairs to be provided by the County for
the Facility. The County will maintain management and scheduling of the shared
resources/spaces at the Facility. Notwithstanding the above, County shall be required
to request access to Behavioral Health areas of the Facility where patient care is being
rendered by Contractor at least 24 hours in advance of such access for non-
janitorial/maintenance/food service staff. Contractor shall use reasonable efforts to
accommodate such requests, and shall have the right, but not the obligation, to provide
a Contractor escort to any County personnel requesting access to patient care areas of
the Facility. The parties acknowledge that patient privacy and confidentiality is a vital
component of Contractor’s Work, and that Contractor has a legal obligation to protect
such patient rights. Accordingly, the County will not interfere with the rights and
obligations of the Contractor, its patients, employees, providers, and subcontractors to
operate the Facility safely and effectively, including in certain circumstances,
Contractor’s need, by its reasonable discretion, to deny County access to patient care
areas in certain circumstances.
d. Inventory. Immediately prior to the Effective Date, Contractor and County shall conduct a
written inventory of all furniture, displays, fixtures, office equipment, supplies, and tools
at the Facility. Contractor shall deliver the written inventory to County, and shall be
responsible for the items listed therein, normal wear and tear excepted. Contractor shall
document all major damage to, or loss in, such inventory during the Term as soon as
such damage or loss is discovered by Contractor, and Contractor shall promptly notify
the County of such damage or loss.
e. Furniture, Fixtures, & Equipment. All equipment purchased by the County and
equipment purchased by Contractor, but paid for with County funds, is the property of
the County and remains on-site during and following termination of the Agreement.
f. Ownership of Work Product. All work product, innovations and other intellectual
property, with the exception of any trade name(s) and trademark(s) associated with the
Facility, that are developed by Contractor, in whole or in part, either alone or jointly with
others, during the Term, which may relate in any manner to the actual or anticipated
business, work, research or development of the Contractor, or which result, to any
extent, from the Work performed by Contractor for the County, or use of the
Contractor’s Confidential Information, will be the sole property of the Contractor.
g. Privacy and Data Security. The parties shall comply with all applicable Laws, contractual
obligations, and internal or publicly posted policies, procedures, and notices belonging
to Contractor concerning the access, collection, acquisition, use, processing, storage,
transfer, distribution, dissemination, disclosure, protection and/or security of individually
identifiable health information and/or protected health information and such similar
personal data as may be similarly restricted and/or protected under applicable law.
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h. Business Associate Agreement. Parties have executed a Business Associate

Agreement (BAA) as required pursuant to the Health Insurance Portability and
Accountability Act of 1996 and its implementing laws and regulations (“HIPAA”),
attached hereto as Exhibit E, and incorporated herein. In the event of an inconsistency
between this Agreement and the BAA, the BAA shall control. Furthermore, the parties
must comply with the applicable requirements of HIPAA, the Federal Confidentiality of
Alcohol and Drug Abuse client Records law and regulations, 42 U.S.C. §290dd-2 and
42 C.F.R. Part 2 (“Part 2”), and other similar applicable laws and regulations. The
parties acknowledge that the County and/or its agents or representatives shall have the
right to audit and evaluate County resident records only as a party with direct
administrative control over such Work by Contractor, and such parties shall be
obligated to comply with Part 2 as a “lawful holder” of any Part 2 records.
7. LIABILITY
a. Governmental Immunity. No term or condition of this Agreement shall be construed or

interpreted as a waiver, either express or implied, of the monetary limits, notice
requirements, immunities, rights, benefits, defenses, limitations and protections
available to County under any applicable law, including but not limited to the Colorado
Governmental Immunity Act, C.R.S. 24-10-101, et. seq., as currently written or
hereafter amended or implemented.
b. General Liability & Intellectual Property Indemnification.

i. Contractor shall be responsible for and hold harmless County, its employees,
officials, and agents for any losses and liabilities incurred by County, its employees,
officials, and/or agents, that are attributable to the negligence or fault of Contractor,
its employees, agents, subcontractors, or assignees in connection with the
performance of Work under this Agreement; and
ii. Contractor shall indemnify and hold harmless County, its employees, officials, and
agents for any losses and liabilities incurred by County, its employees, officials,
and/or agents, in relation to any claim that any Work infringes a patent, copyright,
trademark, trade secret, or any other intellectual property right. Contractor shall not
be liable for any actions or omissions by County or its officials, employees and
agents with regard to the Facility.
c. Duty to Defend. Contractor shall defend County, its employees, officials, and agents, by
attorneys and other professionals reasonably approved by them against any claims,
suits, actions or proceedings related to the losses, liabilities, and indemnity set forth in
this agreement. In no event shall any matter be settled without prior approval by
County.
d. Insurance.
i. By Contractor. Contractor shall obtain, and maintain continuously for the term of
this Agreement, at its expense, the insurance types and amounts set forth in
Exhibit C attached hereto. Contractor is not relieved of any liability or other
obligations due to its failure to obtain or maintain insurance in sufficient amounts,
durations, or types.
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e. No Pledge of Credit or Aid to Corporations. Pursuant to Colorado Constitution Article XI,

§1 and 2, and Article X, §20, County shall not indemnify or hold harmless Contractor or
any party related to or operating under this Agreement. No provision of this Agreement
shall limit or set the amount of damages available to County to any amount other than
the actual direct and indirect damages to County, regardless of the theory or basis for
such damages. Any provision included or incorporated in this Agreement by reference
which purports to negate this provision in whole or in part, or which conflicts with its
terms, shall not be valid or enforceable or available in any action at law or equity,
whether by way of complaint, defense, or otherwise. Any provision rendered null and
void by this provision shall not invalidate the remainder of this Agreement.
8. TERMINATION
a. Early Termination without Cause.
i. This Agreement may be terminated early for any of the following reasons:
1. Convenience of the County. County may, at its sole option, terminate this
Agreement with at least 180 days advance notice for its convenience and without
cause. County shall provide Contractor written notice of such termination in
accordance with this agreement, and such notice shall specify the effective date
of the termination.
2. Termination due to Lack of Funding. County may, at its sole option, terminate this
Agreement in the event that tax revenues designated for these services are
insufficient to cover anticipated future costs. County shall provide Contractor
written notice of such termination in accordance with this Agreement and such
notice shall specify the effective date of the termination.
ii. If this Agreement is terminated early for reasons set forth in this section, each party
will pay all unpaid amounts due to the other party pursuant to this Agreement and
Exhibit B attached hereto up to the effective date of termination.
iii. In no event shall County be liable for costs incurred by Contractor after the specified
termination date, including but not limited to anticipated profits on this Agreement,
post-termination employee salaries, post-termination administrative expenses, or
post-termination overhead or unabsorbed overhead.
b. Breach.
i. Except as otherwise specified, the failure of either party to perform any of its
obligations in accordance with this Agreement, in whole or in part, shall be a
breach. The institution of proceedings under any bankruptcy, insolvency,
reorganization, or similar law, by or against Contractor, or the appointment of a
receiver or similar officer for Contractor or any of its property, which is not vacated
or fully stayed within 90 days after the institution of such proceeding, shall also
constitute a material breach.
ii. In the event of a breach by County, Contractor shall give written notice of the
breach to County in accordance with this Agreement including a plan of action for
curing the breach. If the County does not cure the breach within 90 days after the
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effective date of the notice to Contractor’s reasonable satisfaction, Contractor may

exercise remedies as described in Section 8.c.ii. below.
iii. In the event of a breach by Contractor, County shall give written notice of the
breach to Contractor in accordance with this Agreement. After providing notice,
County will establish a schedule for Contractor to cure the breach. Within 90 days,
Contractor shall submit a plan of corrective action in accordance with said schedule.
If full compliance is not achieved, or a plan of action for correction is not submitted
and approved by County within the scheduled time frame, County may exercise
remedies specified in this Agreement. If County determines that Contractor
continues to be out of compliance with the Agreement, County may exercise
liquidated damages rights set forth in §8 (iv).
1. If a second breach occurs, County may take action as outlined in this agreement
or, if the breach is significant enough as deemed by the County, the County may
proceed with liquidated damages as outlined below.
iv. Liquidated Damages. If an extension of time is not granted by County, and the
required performance associated with this Agreement is not received from the
Contractor, then it is the parties’ intent that liquidated damages of $500 a day be
assessed and be permanently withheld from payments due to the Contractor for
each day that performance is late. The parties agree that incomplete or incorrect
performance shall also be considered “late performance.” The parties agree that the
damages from breach of this Agreement are difficult to prove or estimate, and the
amount of liquidated damages specified herein represents a reasonable estimation
of damages that will be suffered by County from late performance, including costs of
additional inspection and oversight, and lost opportunity for additional efficiencies
that would have attended on-time completion of performance. Assessment of
liquidated damages shall not be exclusive of or in any way limit remedies available
to County at law or equity for Contractor breach.
1. Sample instances where liquidated damages may come into play include but are
not limited to:
a. Contractor fails to obtain or maintain adequate licensure from the State and
does not alert County immediately;
b. Contractor fails to hire or maintain key staff and program launch is delayed; or
c. Contractor fails to obtain or maintain the necessary infrastructure to deliver

programs as described herein.
c. Remedies for Breach
i. County Remedies. If Contractor is in breach under any material provision of this

Agreement and fails to cure such breach following notice and 90 days action plan to
cure the breach to County’s reasonable satisfaction, County may terminate this
Agreement or any portion of this Agreement, or in its sole discretion choose one or
more of the following remedies: Withhold payment to Contractor until Contractor
cures its breach; or suspend Contractor’s performance, pending corrective action by
Contractor, with respect to all or any portion of the Work, which may include
immediate removal from the Work of any Contractor’s employees, agents or
subcontractors whom County deems incompetent, careless, insubordinate,
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unsuitable, or otherwise unacceptable with respect to the Work, in County’s

reasonable discretion.
1. If County terminates this Agreement, Contractor shall take all actions necessary
to carry-out the termination on the date specified in the termination notice and to
minimize the liability of Contractor and County to third parties. All such actions
shall be subject to prior approval of both parties and shall include, without
limitation, the following:
a. Halting performance of all services and other work under the Agreement on
the date(s) and in the manner specified by County;
b. Not placing any further orders or subcontracts for materials, services,

equipment, or other items;
c. Terminating all existing orders and subcontracts in a manner that minimizes

liability to the greatest extent feasible under the circumstances;
d. At County’s direction and to the extent permissible by the orders and

subcontracts terminated , assigning to County any or all of Contractor’s right,
title, and interest under such orders and subcontracts. Upon such
assignment, County shall have the right, in its sole discretion, to settle or pay
any or all claims arising out of the termination of such orders and
subcontracts;
e. Subject to County’s approval, settling all outstanding liabilities and all claims
arising out of the termination of orders and subcontracts;
f. Completing performance of any services or work that County designates to be

completed prior to the date of termination specified by County;
g. Taking such action as may be necessary, or as County may direct, for the
protection and preservation of any property related to this Agreement which is
in the possession of Contractor and in which County has or may acquire an
interest.
h. Contractor shall be liable to County for any damages sustained by County in

connection with any breach by Contractor, and County may withhold payment
to Contractor for purposes of mitigating damages and losses sustained by
County in connection with any breach by Contractor.
ii. Contractor Remedies. If County is in breach under any provision of this Agreement
and fails to cure such breach following notice and 90 days to cure as provided
above, Contractor may terminate this Agreement and shall have all remedies
available by law and equity.
iii. No Binding Arbitration. The parties do not agree to binding arbitration by any extra-
judicial body or person. Any provision to the contrary in this Agreement, whether
expressly stated or by incorporation, shall be null and void. Any provision rendered
null and void by this provision shall not invalidate the remainder of this Agreement.
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d. Continuity of Services. In the event of termination or expiration of this Agreement,

Contractor and County shall execute the Transition Services Agreement in the form set
forth in Exhibit F to ensure the orderly and efficient transfer of services to Contactor’s
successor or to the County.
9. GENERAL PROVISIONS
a. Independent Contractor. Contractor is an independent contractor and under no

circumstance will Contractor or any agent or employee of Contractor be deemed an
employee of County. As independent contractor, Contractor shall retain full direction
and control over its performance of the Work. Contractor and its employees and agents
are not entitled to unemployment insurance or workers compensation benefits through
County, and Contractor is solely responsible to provide such benefits at its sole cost.
b. Subcontractors. In the performance of its obligations hereunder, Contractor shall have

the right, in its sole discretion, to subcontract its rights and responsibilities to any
qualified third party, provided that Contractor shall remain responsible for the
performance of any such third party to County.
c. No Assignment. Subject to Contractor’s right to subcontract under this Agreement, all

rights and obligations under this Agreement are personal and may not be transferred or
assigned without the prior written consent by the other party, and any such transfer or
assignment shall subject the transferee/assignee to all provisions of this Agreement.
d. Not Exclusive. Contractor is not guaranteed any work except as expressly stated herein,
and this Agreement does not create an exclusive contract for the Work.
e. Choice of Law, Jurisdiction and Venue. Colorado law shall be applied in the
interpretation, execution and enforcement of this Agreement. All suits or actions related
to this Agreement shall be filed and proceedings held in the State of Colorado and
venue shall be in Larimer County, Colorado.
f. Contractor’s Records. Contractor shall maintain a file (electronic or otherwise) of all

documents, records, communications, notes, accounting records and other materials
relating to the Work, including documents, records, communications, notes, and other
materials related to the Work performed by subcontractors or agents (collectively the
“Contractor’s Records”), for a minimum of three (3) years from the date of final payment
to Contractor under this Agreement. During performance of the Work and for the
required record retention period, Contractor shall permit duly authorized agents and
employees of County to inspect, review, copy, examine, and/or audit Contractor’s
Records at all reasonable times with a minimum of two (2) business days’ notice from
County.
g. Debarment. Contractor certifies by signing this Agreement that neither Contractor, the
organization, nor its principals are suspended or debarred or otherwise excluded from
procurement by the Federal government and do not appear on the System for Award
Management (SAM) exclusions list maintained by the General Services Administration
(GSA).
h. Authority. Each party represents and warrants that the execution and delivery of this
Agreement and the performance of such party’s obligations have been duly authorized.
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i. No Third-Party Beneficiaries. This Agreement is for the sole benefit of County and
Contractor and nothing herein shall be construed as giving any benefits, rights,
remedies, or claims to any other person or entity. Enforcement of this Agreement and
all rights and obligations hereunder are reserved solely to County and Contractor. Any
services or benefits which third parties receive as a result of this Agreement are
incidental.
j. Public Records. County is subject to the Colorado’s Open Records Act (“CORA”) and
Contractor acknowledges that this Agreement is disclosable to the public pursuant to
CORA. Additionally, Contractor understands that other records and information related
to this Agreement may be subject to public disclosure pursuant to CORA, and County
will release any such records per the requirements of CORA. County shall not be
responsible for any damages or claims related to its disclosure of records or information
it determines must be disclosed pursuant to CORA or any other applicable law.
k. Laws, Regulations, & Licensing.

a. The Contractor must be appropriately licensed to provide all Behavioral Health
services required under Exhibit A in the state of Colorado.
b. The Contractor must be a participating Colorado Medicaid Provider.
c. The Contractor must be a participating Medicare Provider.
d. Contractor shall use best efforts to obtain national accreditation for at least one
Behavioral Health program or level of care offered by Contractor at the Facility
within 24 months of operation.
e. The Contractor shall be or shall seek to become credentialed with the major
commercial insurance companies, as reasonably identified by Contractor from
time to time, in the State of Colorado.
f. Contractor shall materially comply with applicable federal and state laws, rules,
and regulations applicable to the Work in effect or hereafter established,
including, without limitation, Title II of the Americans with Disabilities Act of
1990, as amended, as well as laws applicable to discrimination and unfair
employment practices.
g. So long as this Agreement is in effect, Contractor shall maintain all County and
local licensures and credentials required to operate the Facility and required to
deliver the Behavioral Health services set forth in Exhibit A, attached hereto and
incorporated herein. County shall have access to copies of all such licenses
and credentials upon request. Contractor will be responsible for reporting all
data required by State agencies to maintain, renew, or otherwise secure
licensure, as applicable.
l. Counterparts and Signatures. This Agreement may be executed in several identical

counterparts, all of which taken together shall constitute one single agreement between
the parties. Facsimile signatures and signatures transmitted via portable document
format (PDF) shall be considered as original signatures.
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m. Duty to Act in Good Faith. The parties hereto shall act in good faith in the performance
of the requirements of this Agreement as may be amended.
n. Exhibit Incorporation. All Exhibits attached to this Agreement are incorporated by

reference herein and shall serve as binding terms, as may be amended from time to
time, as conditions of this Agreement.
o. Entire Agreement; Amendments.
i. This Agreement, along with all exhibits and agreements referred to herein,
constitutes the entire agreement between the parties with respect to the subject
matter hereof and supersedes any and all prior agreements, either oral or written,
between the parties with respect thereto. Any modification to this Agreement must
be made in writing and signed by all of the parties.
ii. The parties recognize that this is a new endeavor for both parties, and as lessons
are learned and new information becomes available, the parties reserve the right to
renegotiate terms and make mutually agreeable changes to this Agreement through
amendments hereto.
p. Force Majeure. Notwithstanding the indemnification and related duties of Contractor in

this Agreement, neither party shall be liable for any loss or damage to the other party
(including, without limitation, direct, indirect, incidental and consequential damages) due
to any failure in its performance hereunder:
i. because of compliance with any order, request, or control of any governmental
authority or person purporting to act therefor, whether or not said order, request or
control ultimately proves to have been invalid; or
ii. when its performance is interrupted; frustrated or prevented, or rendered impossible
or impractical because of pandemics, wars, hostilities, public disorders, acts of
enemies, sabotage, strikes, lockouts, labor or employment difficulties, fires, or acts
of God, or any cause beyond its control, whether or not similar to any of the
foregoing. Without limitation of the foregoing, neither party shall be required to
challenge or resist any such order, request or control, or to proceed or attempt to
proceed with performance if such shall involve additional expense or a departure
from its normal practices.
q. County Funds and Appropriation. All financial obligations of County under this
Agreement are secured exclusive by the County Funds, and all financial obligations
extending beyond the current fiscal year are subject to County Funds being budgeted
and appropriated therefore.
10. NOTICE & REPRESENTATIVES
a. All notices required or permitted under this Agreement shall be in writing and delivered in
person, by certified or registered mail, or via email with read receipt requested to the
following designated party representatives (“Contract Administrator”):
i. If to County: Laurie E. Stolen, Behavioral Health Services Director

2260 W. Trilby Rd.
Fort Collins, CO 80526
970-498-7126
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stolenle@co.larimer.co.us
ii. If to Contractor: Michael G. Allen, CEO

4856 Innovation Drive, Suite B
Fort Collins, CO 80525
970-494-4201
Michael.allen@summitstonehealth.org
b. Notices delivered in person or by certified or registered mail are effective upon delivery.
Notices sent via email are effective upon receipt as evidenced by read receipt.
11. CONFLICT OF INTEREST SAFEGUARDS
a. The Contractor shall have conflict of interest safeguards that, at a minimum, are
equivalent to conflict-of-interest safeguards imposed by federal law on parties involved
in public contracting (42 C.F.R. § 438.58).
BOARD OF COUNTY COMMISSIONERS OF LARIMER COUNTY
By: __________________________________________
Chair DATE
Attest: ___________________________________
Deputy Clerk
CONTRACTOR
6/21/2023
By: ____________________________________________
Signature DATE
Michael G. Allen, MBA, LCSW, CAS
Chief Executive Officer
Printed Name: _____________________________________
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EXHIBIT A
Scope of Work
INTRODUCTION
Contractor shall utilize the Facility to deliver high quality, culturally responsive, clinically and
cost-effective Behavioral Health Services as further defined herein. These services will
include integrated community-based behavioral health crisis assessment, intervention, and
stabilization services that promote resilience, wellness, and recovery. Contractor will use
best efforts to ensure that all services in the facility will begin operating based on the
phased opening outlined in 1.A.a.
Overview: Contractor shall provide, at a minimum, the services described below at the Facility.
Each service shall be provided in accordance with the following outlined expectations. Any
requirements specific to an individual service are outlined in the appropriate section.
1) CLIENT CARE SERVICES

i. 24hr behavioral health urgent care and triage (BHUC) – for children, adolescents, and
adults experiencing a behavioral health crisis
ii. Crisis stabilization services – up to 5 day stay for persons 18yrs and over
iii. 23 hr Observation services – for children, adolescents, and adults experiencing a
behavioral health crisis who need more treatment and safety planning than is offered in
a BHUC visit
iv. Withdrawal Management – for persons age 18yrs and over
a. Withdrawal Management (W/M) – ASAM 3.2 Clinically Managed Residential W/M
b. Withdrawal Management (W/M) – ASAM 3.7 Medically Monitored Inpatient W/M
i. Short Term Bridge Clinic
ii. Residential Services – for persons age 18yrs and over
a. Residential Treatment – ASAM 3.5 Clinically Managed High-Intensity Residential
b. Residential Treatment - ASAM 3.7 Medically Monitored Intensive Inpatient Services
i. Medication/Drug Therapy
ii. Care Coordination
2). SUPPORT SERVICES

i. Pharmacy Services
ii. Lab Services
3) ADMINISTRATIVE AND STAFFING SERVICES

i. Reporting Services: The Contractor shall submit reports as defined in the Data and
Performance Measures section of this Exhibit A in accordance with the specific timelines in
order to ensure accountability to the terms of the Agreement.
4) GENERAL OBLIGATIONS OF CONTRACTOR
i. All Client Care Services. Contractor shall provide, at a minimum, the services described
below at the Facility. Each service shall be provided in accordance with the following
outlined expectations. Any requirements specific to an individual service are outlined in
the appropriate section.
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ii. Client-Centered Approach to Care

(b) Each client care service shall be provided in accordance with relevant
federal, state, and/or local licensing or regulatory bodies, as outlined below.
Client care services will be delivered by Contractor in a phased approach as
set forth in in the table below.
Phases of Client Care Service Array
Level of Care Year 1 Capacity Year 2 Capacity
24/7 Behavioral Health 9 Exam Rooms 9 Exam Rooms

Urgent Care
23-hr Observation 8 Recliners 8 Recliners
Crisis Stabilization Unit 16 Beds *TBD
Withdrawal Management (3.2 16 Beds/Recliners *TBD

&3.7)
Residential Substance Use 0 Beds *TBD

Disorder (3.5 & 3.7)
Opioid Treatment Program Not Operational Operational

(OTP)
* Year 2 capacities for future levels of care offered in the facility will be assessed based on utilization
data, funding and revenue projections, community capacity and needs
demonstrated in Year 1.
(c) Unless otherwise outlined under Section B below for a specific level of care,
Contractor shall serve individuals of all ages, including children, adolescents,
adults and older adults.
(d) Contractor shall provide services equally and equitably to all individuals,
whether uninsured, underinsured or insured through public or private payers.
Page 14 of 46
(e) Contractor shall ensure that service delivery facilitates communication,

access, and an informed clinical approach with special populations including
but not limited to:
(i) Intellectual and developmental disabilities;
(ii) Deaf and hard of hearing;
(iii) Blind, deaf-blind, and visually impaired;
(iv) Culturally and linguistically diverse populations;
(v) Seniors;
(vi) Veterans;
(vii) Low income/persons experiencing homelessness; and
(viii)Gay, lesbian, bisexual, transgender, queer/questioning.
(f) Contractor shall inquire to obtain and use appropriate gender pronouns
according to each client’s preference.
(g) Contractor shall provide access, directly or by referral, to qualified clinicians

for services they deliver who are able to meet the cultural, linguistic, ethnic,
and other unique needs of all clients served in their local community, when
such qualified clinicians are available and capable of providing such services
in a timely manner. This includes but is not limited to clients of minority
groups, those who are low income and/or experiencing homelessness, clients
with physical and developmental disabilities, clients who are deaf or hard of
hearing, and other populations with special needs.
(h) Contractor shall ask clients’ language of choice, and because clinical staff
with linguistic capacity is preferable to interpreters/translators, Contractor
shall use best efforts to offer the client a clinician who speaks his/her/their
language of choice.
(i) Contractor shall use best efforts to offer written documentation for clients in a
manner, format, and language that can be easily understood by those with
limited English proficiency. Such materials, especially discharge documents,
shall be translated into languages considered prevalent in the service
community, including but not limited to Spanish.
(j) Contractor shall staff client services as appropriate, in its sole discretion and
in compliance with applicable legal and regulatory requirements. Where
applicable, an interdisciplinary team made up of appropriately credentialed
clinical staff including addictions counselors, social workers, professional
counselors, marriage and family therapists, psychologists, nurses, crisis
professionals, and allied health professionals who provide reasonable
residential oversight will be provided. Telephone or in-person consultation
with a medical provider is a required support, but on-site physicians are not
required.
(k) As appropriate, Contractor will provide treatment or care plans for all clients
served at the Facility by Contractor, subject to applicable laws and
regulations pertaining to same.
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(l) The facility is primarily designed to serve residents of Larimer County

regardless of payor source and Contractor will use best efforts to prioritize
services for Larimer County residents.
(m) The Contractor shall provide opportunities for client feedback regarding
satisfaction related to services provided including but not limited to food,
linens, quality of care, and environment.
(n) Excluding circumstances beyond the control of Contractor, Contractor shall

ensure that client care services are accessible to all residents of Larimer
County, 24 hours per day, seven days per week, 365 days per year.
(o) For any modality, in the event there is an interruption in service provision
covered by the contract, lasting longer than either (8) hours, Contractor shall
notify the County within (2) two hours and provide details of the disruption,
including the time of onset and which services were impacted. If the
contractor intends to close a program covered under this Agreement,
Contractor shall notify the County within 24 hours of the decision to close.
(p) Contractor shall screen, assess, intervene, de-escalate, refer, and make
appropriate care dispositions for all clients who present for care. Levels of
care will be recommended and utilized based on clinical and medical
necessity as determined by skilled professionals evaluating individuals
receiving services within the Facility. The EHR will be used to document all
clinical and medical decision making. Disposition determinations include
discharge with safety plan, referrals to ongoing care, transfer to higher or
other levels of care, and/or admission to services offered within the facility.
Contractor shall include a summary of dispositions in monthly reporting to
County.
(q) Contractor shall respond to all client complaints filed with Contractor within 5
business days. Contractor shall compile all filed complaints and deliver to
County in a monthly report.
B. Levels of Care-Specific Obligations of Contractor for Client Care Services
a. Behavioral Health Urgent Care and Triage (BHUC). 24/7/365 BHUC

services/behavioral health urgent care strives to meet the needs of individuals
and families experiencing a self-defined behavioral health crisis and who would
benefit from a face-to-face clinical assessment and targeted interventions.
These services aim to address current crises through assessment, triage,
diversion intervention, linkage to other services, crisis intervention, and/or
coordination to/from higher-level care. An individualized crisis plan designed to
stabilize the presenting crisis situation will be developed by the crisis professional
clinician in conjunction with the individual or family. Resources, referrals, and
follow-up will be provided to all individuals receiving BHUC services. Medical
triage, screening, assessment, and treatment will be provided in BHUC under the
licensure requirements of a CDPHE Community Clinic. This service level is
available for all individuals experiencing a behavioral health crisis including
Page 16 of 46
children, adolescents, adults and older adults. This level of care also includes a
24/7/365 crisis call center that provides phone triage, de-escalation, crisis
intervention, care coordination, resource information, psychoeducation, and
linkage to behavioral health services. Contractor shall remain in full compliance
with requirements of community mental health centers to provide emergency
behavioral health services. Contractor shall provide care in accordance with the
requirements for Crisis Stabilization Units (CSU) pursuant to 6 CCR 1011-1,
chapter 9.
b. 23-Hour Observation. 23-Hour Observation services provide a setting where an

individual with Behavioral Health-related problems or conditions can be safely
monitored, with sufficient interactions with appropriate staff, to preclude the need
for more intensive levels of care. During the time a client is in this setting,
appropriate clinical staff will determine the next course of action to meet the
individual clients’ needs. This service level is available for individuals
experiencing a self-defined behavioral health crisis including children,
adolescents, adults and older adults. Children and adolescents admitted to this
level of care require a care provider to stay with them. Individuals may be placed
in observation for up to 23 hours without admission to another treatment
program.
c. Crisis Stabilization Unit. A Crisis Stabilization Unit or "CSU" is a facility that

serves adult individuals requiring 24-hour intensive behavioral health crisis
intervention and treatment, including medication evaluation and management, for
up to seven (7) days and cannot be accommodated in a less restrictive
environment. Individual and group therapy is offered daily and upon discharge,
clients receive a comprehensive discharge plan with care coordination and
follow-up care appropriate to the person's clinical presentation. Contractor shall
provide care in accordance with the standards in BHA Rule Volume 2 CCR 502-
1, Chapter 2 as an agency holding a BHE license. Contractor, endorsed as a
Crisis Stabilization Unit, shall be C.R.S. 27-65-101 designated by the BHA and in
accordance with BHA Rule Volume 2 CCR 502-1 Chapter 17.
d. Clinically Managed High-Intensity Residential Services - ASAM level 3.5

Residential. Level 3.5 and equivalent services provide a safe and stable living
environment with treatment focused on promoting skills needed to avoid relapse
to sustain and prevent continued use of substances, if applicable. Level 3.5 and
equivalent services are appropriate for individuals with multiple considerations
including criminal activity, psychological problems, and/or impaired social and/or
vocational functioning. Treatment is directed toward sustaining recovery,
reducing relapse risk, enhancing prosocial behavioral and reintegration into the
community. Contractor shall provide these services in full compliance with the
BHA staffing and service requirements in accordance with 2 CCR 502-1, Chapter
9. Contractor shall provide agreed upon services and related documentation
according to ASAM 3.5 level of care standards.
e. Medically Monitored High-Intensity Inpatient Services - ASAM level 3.7

Residential. Level 3.7 and equivalent services are intended for individuals whose
Page 17 of 46
medical, emotional, behavioral and/or cognitive problems are severe enough to

require twenty-four (24) hour medical monitoring, but do not require the full
resources of an acute care general hospital or medically managed inpatient
treatment program (ASAM level 4). Treatment is designed for individuals who
have functional limitations in the areas of intoxication/withdrawal potential;
biomedical conditions; or emotional, behavioral or cognitive conditions. Level 3.7
and equivalent services provide a planned and structured regimen of twenty-four
(24) hour evaluation, observation, medical monitoring, addiction and/or mental
health treatment. Contractor shall provide these services in full compliance with
the BHA staffing and service requirements in accordance with 2 CCR 502-1,
Chapter 9. Contractor shall provide agreed upon services and related
documentation according to ASAM 3.7 level of care standards.
f. Clinically Managed Residential Withdrawal Management - ASAM Level 3.2
Withdrawal Management. Level 3.2 WM services provide a twenty-four (24) hour
facility in which individuals may withdraw from substances while supervised by
clinically focused staff responsible for the implementation of medical provider-
approved protocols. Contractor shall provide these services in full compliance
with the BHA staffing and service requirements in accordance with 2 CCR 502-1,
Chapter 11. Contractor shall provide agreed upon services and related
documentation according to ASAM 3.2 WM level of care standards.
g. Medically Monitored Inpatient Withdrawal Management - ASAM Level 3.7

Withdrawal Management. Level 3.7 Withdrawal Management services are
available for individuals who require the oversight of medical and nursing
professionals in order to complete a safe period of withdrawal. This level of care
provides a twenty-four (24) hour service in which individuals have prompt access
to medical evaluations as needed, as well as an interdisciplinary team available
to meet the individual’s needs. Services are developed and delivered under the
monitoring of a physician. Contractor shall provide these services in full
compliance with the BHA staffing and service requirements in accordance with 2
CCR 502-1, Chapter 11.
h. Short Term Bridge Clinic. An integrated transitional health home intended to
bridge behavioral health and physical healthcare services. This service level is
available for all ages and may be used for up to 120 days by individuals served
at the facility who have yet to establish a community-based healthcare home.
Contractor shall provide care consistent with the standard of care applicable to
such services under Colorado law.
i. Medication/Drug Therapy. Contractor will provide medications consistent with
best practices to treat a variety of mental and substance use illnesses, including
the 3 FDA approved medications to treat opioid use disorder (buprenorphine,
naltrexone, methadone), commonly referred to as Medication Assisted Treatment
(MAT). Medication services shall be available for anyone of any age consistent
with best practices, as determined by Contractor in Contractor’s personnel’s sole
professional judgment. Medications will be provided in accordance with the
standard of care application to such services under applicable state and federal
law.
j. Care Coordination. Contractor shall facilitate continuity to outpatient treatment for
individuals with SUD and/or mental illness following stabilization at the Facility,
including coordination or provision of limited transportation services, if
appropriate. In addition to linking to Behavioral Health treatment, care
coordination activities will include connecting individuals with appropriate
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community-based services and organizations identified to meet prioritized needs

determined by assessment for social determinants of health and physical health
conditions. Quality services in care coordination are defined as timely, consistent
response to referral requests and access to treatment and services, and timely
communication about the referral process and client care as requested by the
referring entity.
ii) Performance Standards
(1) Access.
(a) Contractor shall ensure that services are accessible to all residents of
Larimer County, 24 hours per day, seven days per week, 365 days per year.
(b) Each level of service shall be provided in accordance with all respective
regulatory and licensing requirements.
(c) In the event there is any interruption in service lasting longer than eight (8)
hours, Contractor shall notify County within 2 hours with details of the
disruption, including time of onset, cause of disruption, and which services
were impacted. In the event of a facility closure, both parties will work in
coordination immediately and for the duration of the closure in order to
address the issue/s so operations resume as quickly as possible.
(d) If Contractor intends to limit, reduce, or close a program, Contractor shall

notify the County’s Contract Administrator within 24 hours and the parties
shall have a discussion on the issue. No program shall be closed unless
agreed to by both parties.
(e) If Contractor, or any subcontractor provider, intends to conduct a reduction in

force which affects a program funded through this Agreement, Contractor
shall notify County’s Contract Administrator within 72 hours and in advance of
any planned actions by Contractor.
C. Support Services
a. Pharmacy Services. Services directed at the medication related needs of

individuals living with Behavioral Health challenges or conditions.
i. Provision of Services.
1. The Contractor will, directly or through a subcontractor, offer at a
minimum, inpatient pharmacy services including prescription,
storage, distribution, drug procurement, drug disposal, counseling
of patients, dispensing of medicines, drug utilization review, and
evaluation for the betterment of clients, pharmaceutical consulting
and vaccination services. Contractor may offer outpatient
pharmacy services after Year One of contract dependent on Year
One financial performance and overall financial feasibility of
outpatient pharmacy services.
2. Federal and Colorado state pharmacy rules and regulations will be
followed, and pharmacy protocols will be implemented.
Page 19 of 46
b. Contractor shall create and maintain a Pharmaceutical formulary. The

Pharmaceutical formulary shall be a continually updated list of available
medications and related information, representing the clinical judgment, resulting
from a review of the clinical evidence, of physicians, pharmacists, and other
clinicians in the diagnosis, prophylaxis, or treatment of disease and promotion of
health. The formulary shall include, but is not limited to, a list of medications and
medication-associated products or devices, medication-use policies, important
ancillary drug information, decision-support tools, and organizational guidelines.
c. The Pharmaceutical formulary system shall be the ongoing process through

which the Contractor will establish policies regarding the ongoing evaluation and
management of the pharmacy formulary, therapies, and drug-related products,
including medication delivery devices, and identifies those that are most
medically appropriate, safe, and cost-effective to best serve the health interests
of a given patient population.
d. After hour pharmacy service/consults, shall be provided by internal and/or

external pharmacists through any subcontracts executed by Contractor.
i. Performance Standards
1. Contractor will deliver pharmacy services in compliance with
Colorado rules and regulations.
2. Contractor will use reasonable efforts to maintain cost
effectiveness and outcome improvement related to pharmacy
services.
e. Laboratory Services. Lab services include the analysis of bodily fluids to provide
information that supports diagnosis, prevention, or treatment of health disorders
and to detect the presence of foreign substances such as illicit drugs or toxic
agents.
i. Provision of Services
1. Contractor and/or its subcontractor, will provide common
laboratory services that meet the Laboratory Certification Program
as outlined by the Colorado Department of Public Health and
Environment (CDPHE).
2. Laboratory services will maintain performance and certification
standards.
3. Contractor shall ensure Laboratory provider is registered through
the Certification Program under the Clinical Laboratory
Improvement Amendments (CLIA) federal regulation to ensure
quality laboratory testing. All labs that perform testing on human
specimens for diagnosis, treatment or health assessment in the
United States must hold the appropriate CLIA certificate. The
CLIA regulations set standards for personnel, records, quality
control and quality assurance.
ii. Performance Standards
1. All laboratory services must satisfy the applicable performance
and certification standards imposed under Colorado law.
f. Transportation Services. Contractor shall arrange and/or provide limited

transportation services for clients to/from any predetermined Larimer County
location such as hospitals, shelters, jail, schools, crisis services, home setting, or
Page 20 of 46
appropriate outpatient and/or medication service pre or post a crisis intervention,

to the extent such transportation services are appropriate, in Contractor’s
reasonable discretion, and permissible under applicable law. Contractor shall
implement procedures to ensure, to the extent possible, no client is discharged
without transportation arrangements. Contractor shall use reasonable efforts to
accommodate local Larimer County transportation requests.
D. Administrative and Staffing Services
a. Administrative Services. Contractor shall provide general administrative services

that Contractor deems necessary for Contractor’s operations at the Facility, in its
sole discretion and subject to the effective and efficient performance of
Contractor’s obligations under the Agreement.
b. Staffing Services. Contractor shall hire, pay, supervise, and direct all personnel
Contractor deems necessary for Contactor’s operations at the Facility and
conduct staff training programs as determined to be necessary by Contractor in
its sole discretion.
c. All other Facility management and operations shall be the sole responsibility of
the County, including but not limited to facility security, maintenance, food
service, laundry service, janitorial service, accounting services related to the
Facility’s physical environment (e.g., e.g., infrastructure, utilities, internet, and
facility maintenance), except that Contractor shall be responsible for the
maintenance expenses associated with equipment or furniture owned by
Contractor. Notwithstanding the foregoing, Contractor shall collaborate with
County to advise of Contractor needs relating to County’s duties under this
section and provide feedback to County regarding such services. Facility
management is also addressed in the parties’ Lease Agreement at Exhibit D
hereto.
d. Information Technology Services; Website Technical Support. Facility will have a
web presence that clearly explains how and where community members can
receive care and treatment, and shall redirect clients to Contractor’s website
detailing the services offered by Contractor at the Facility. County shall establish
and maintain all aspects with regard to the County’s website.
1. County shall maintain the web presence for the Facility linked
from the primary landing page managed by County on larimer.gov
(www.larimer.gov/longview). Contractor agrees to provide upon
request content for service-related pages for the Facility website.
2. Contractor shall establish and maintain a web presence for its
operations, including but not limited to operations and services
offered at the Facility.
e. Accessibility
i. County and Contractor shall ensure that content and design adhere to
Web Content Accessibility Guidelines (WCAG 2.0) Section 508
compliance related to accessibility for individuals with disabilities.
Notwithstanding the foregoing, Contractor shall not be liable for any
failure of compliance with regard to the County’s website developed for
Facility but remains liable for Contractor’s own website accessibility
compliance to the applicable regulatory agencies only.
f. Information Security
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i.Contractor must use a Federally certified Electronic Health Record (EHR)

for documentation, monitoring and tracking of individual client treatment
and population health.
ii. Contractor must also use client-matched data service from a regional
Health Information Exchange (HIE) for querying clients and accessing
their medical histories and clinical results including lab, pathology and
radiology results, transcription reports, care summary documents,
admit/discharge/transfer details. Notwithstanding the foregoing, County
acknowledges that clients have the right to opt out of data sharing and
Contractor will not be required by this Agreement or otherwise to act in
any way contrary to a client’s instruction related hereto.
g. Data Sharing Requirements
i. Contractor shall participate in a Health Information Exchange (HIE) to
share and receive client data, as applicable.
ii. Contractor must share client-level information, as appropriate and in
compliance with privacy and security requirements, to other providers
offering services to clients of the Facility for the purposes of care
coordination.
iii. The County will be responsible for final decisions on development of
information technology, infrastructure and equipment installed within the
Facility, provided that County will secure such infrastructure minimally
necessary for Contractor to meet its obligations under this Agreement.
iv. To the extent permitted by the underlying vendor contract, the County will
maintain the right to buy-out any technology or care coordination platform
developed for the Facility should the Agreement with the Contractor be
terminated.
v. The County will partner with the Contractor to ensure solid data
management processes and procedures including data security, firewalls,
backup and recovery.
vi. The Contractor is responsible for ensuring all subcontractors will provide
or have access to the information technology equipment needed to
document services (including data security, firewalls, backup, recovery,
etc.).
vii. The Contractor shall ensure all providers’, including subcontractors’,
policies and procedures adequately protect personal health information
as required by all related laws.
h. Community and Stakeholder Engagement
i. Marketing & Communications. Contractor shall work with County
communication staff to maintain and follow the comprehensive
communications plan as provided by the County. The branding for the
Longview Campus, and for Acute Care, follows the established branding
guidelines of Larimer County. Contractor shall adhere to Larimer County
Brand Guideline for Larimer County assets (logo, brand colors).
ii. Contractor shall develop and maintain working relationships with the
Regional Accountable Entity, Administrative Service Organization,
Managed Service Organization, law enforcement, child welfare, programs
for homeless individuals, behavioral health providers including higher
levels of care, substance use treatment providers including higher levels
of care, and other community resources that offer support to those who
may seek services in the Facility (e.g. hospitals, emergency
departments).
Page 22 of 46
iii. Contractor shall develop and maintain close working relationships with
recovery-oriented and consumer-operated resources, including but not
limited to outpatient providers, clubhouses, and Alcoholics
Anonymous/Narcotics Anonymous.
iv. Contractor shall be and remain knowledgeable about the full continuum of
community-based services available to individuals within the county and
statewide to support referral to the appropriate level of care for individuals
with behavioral health needs. This includes knowledge of eligibility
requirements and referral processes.
E. Reporting Services. Contractor agrees to provide County on a monthly basis reports

reflecting the contents of the parties’ agreed upon Data/Performance Measures, as set
forth below:
DATA/PERFORMANCE MEASURES
Contractor’s data and outcome measures related to the services and performance of the Client
Care Services at the Facility may include the types of data listed below. Contractor shall at the
minimum have the ability to provide data trends to the County over time and data that is
stratified across all client demographic categories. The data/reporting listed below serves as an
initial draft for the County. Contractor’s Continuous Quality Improvement (CQI) Steering
Committee and the Acute Care Facility Quality Outcomes Council will continue to build out
meaningful service and facility performance data in partnership with the County.
Client Demographic Categories
Age Gender Identity Sexual Orientation
Veteran Status Race Ethnicity
Preferred Language Religion Citizenship Status
Employment Residence/Living Situation Payor Source
Income Education
Service Utilization and Outcomes Data

· # of urgent care visits
· # of admissions
o Crisis Stabilization Unit
o 23-hr Observation
o Withdrawal Mgmt. (3.2 & 3.7)
o Residential SUD (3.5 & 3.7) – when available
· Involuntary care data
· Facility census vs. overall capacity
· Average length of stay (LOS) in services
· Average # of admissions per level of care
· # of readmissions (past 30 days)
· 3 or more readmissions (past 30 days)
· Referral Source
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o Walk-in
o Law Enforcement
o EMS
o Hospital
o External BH program
o Internal SHP program
o Mobile Crisis
o Co-Responder
o Primary Care
o Shelters
o Community Program
o Other
· # of clients served that received care coordination services
· # of clients that discharged services with a scheduled follow-up appointment
· # of times clients required higher level of care not provided in facility (Post-assessment)
o Disposition/Outcome
· % of clients that receive a follow-up contact post-discharge w/in 7 days
· Transportation data
· Critical incident & safety data
· % of clients treated for SUD received an evidence-based medication
· Average client assessment scores (pre/post)
o PHQ-9
o GAD-7
o ASI
o NOMS
o BARC-10
o Quality of Life
· Client Satisfaction Survey data
· First Responder (LE/EMS) Diversion & Satisfaction Survey data
· # of formal client complaints
Page 24 of 46
EXHIBIT B
Price Schedule, Payment Terms, and Fiscal Management
1. BUDGET AS BASIS OF PAYMENT MODEL
a. START-UP EXPENSES/BUDGET (July 1, 2023, through December 31, 2024:

i. Operations Budget: For the period of July 1, 2023 through December 31, 2024,
the parties have agreed to the operating budget for the Term of the Agreement
ranging from July 1, 2023 through December 31, 2024 as attached hereto as
Exhibit B-1, and incorporated herein.
ii. County Payment: County shall pay Contractor an amount equal to the
“Monthly Capacity Need” amount set forth in Section G of Ex. B-1 on or before
the 1st day of each month during the period of July 1, 2023 through December
31, 2024. County shall pay Contractor $1,034,006 by each of the following
dates: July 1, 2023, August 1, 2023, September 1, 2023, October 1, 2023, and
November 1, 2023. County shall pay Contactor $1,784,304 by December 1,
2023. County shall pay Contractor $1,809,868 by the first of each month from
January 2024 through December 2024. The Monthly Capacity Need shall not
change other than by mutual written consent.
iii. Contractor Payment: At the end of each quarter, Contractor shall remit to the
County all amounts collected from all “Third Party Funding Sources”. “Third
Party Funding Sources” includes the “Service Line Revenue”, as actually
received by Contractor in such quarter, as estimated in Section F of Ex. B-1,
and any grant funding obtained by Contractor in support of its services and
operations at the Facility. Contractor shall not be required to provide any grant
funding amounts to County if such grants pertain to non-Facility locations or
operations of Contractor. Such quarterly “Third Party Funding Sources”
payments to County are due on March 31, June 30, September 30, and
December 31 of each calendar year during the Term of the Agreement, and for
one quarter post-termination or expiration of the Agreement.
b. January 1, 2025 FORWARD BUDGET FOR REMAINDER OF INITIAL TERM:

i. Operations Budget: For the balance of the Initial Term of the Agreement
beginning, for the 2025 calendar year, Contractor shall submit to the County a
proposed annual budget for approval no later than six (6) months before the
budget is to take effect. No later than four (4) months prior to the expiration of
the then-current budget, the parties agree to meet to discuss the new
Operations Budget at a mutually agreeable date, place, and time. The County
and Contractor will engage in good faith negotiations and use best efforts to
reach an agreement on such budget no later than thirty (30) days before the
budget is to take effect. In the event a new Operations Budget is not finalized
by January 1, the prior year’s budget shall carry over and the prior year’s
Monthly Capacity Need payment by County shall continue until a new budget is
finalized.
ii. County Payment: Subject to the above, County shall pay to Contractor an
amount equal to the “Monthly Capacity Need” amount set forth in Section G of
the then-current Budget, which shall be attached as a new Exhibit B-x, shall
replace the prior Exhibit B-1, once finalized, effective January 1st of the
Page 25 of 46
applicable budget year. Such payment amount shall be due to Contractor on or

before the 1st day of the month during the applicable budget year.
iii. Contractor Payment: At the end of each quarter, Contractor shall remit to
received by Contractor in such quarter, as estimated in Section F of the then-
current Ex. B-1, and any grant funding obtained by Contractor in support of its
services and operations at the Facility. Contractor shall not be required to
provide any grant funding amounts to County if such grants pertain to non-
Facility locations or operations of Contractor. Such quarterly Third Party
Funding Source payments to County are due on March 31, June 30,
September 30, and December 31 of each calendar year during the Term of the
Agreement, and for one quarter post-termination or expiration of the
Agreement. No line items may be added to the price schedule without prior
written approval by the County.
c. EXTENSION TERM(S):
i. Operations Budget: For each year during an Extension Term, Contractor shall
submit to the County a proposed budget no later than six (6) months before the
budget is to take effect. No later than four (4) months prior to the expiration of
the then-current budget, the parties agree to meet to discuss the new
Operations Budget at a mutually agreeable date, place, and time. In the event
a new Operations Budget is not finalized by January 1 of the new budget year,
the prior year’s budget shall carry over and the prior year’s Monthly Capacity
Need payment by County shall continue until a new budget is finalized. The
County and Contractor will engage in good faith negotiations and use best
efforts to reach an agreement on such budget no later than thirty (30) days
prior to the start of the new budget. Such budget negotiations shall also take
into account reasonable adjustments for any bed increase at the Facility.
ii. County Payment: Subject to the above, County shall pay to Contractor an
amount equal to the “Monthly Capacity Need” amount set forth in Section G of
the then-current Budget, which shall be attached as a new Exhibit B-x, and
shall replace the prior Exhibit B-x, once finalized. “Monthly Capacity Need”
shall be due as set forth in the applicable Exhibit B-x.
iii. Contractor Payment: At the end of each quarter, Contractor shall remit to
received by Contractor in such quarter, as estimated in Section F of the then-
current Ex. B-1, and any grant funding obtained by Contractor in support of its
services and operations at the Facility. For the avoidance of doubt, Contractor
shall not be required to provide any grant funding amounts to County if such
grants pertain to non-Facility locations or operations of Contractor. Such
quarterly Third Party Funding Source payments to County are due on March
31, June 30, September 30, and December 31 of each calendar year during
the Term of the Agreement, and for one quarter post-termination or expiration
of the Agreement.
2. BUDGETED AMOUNT AND RISK CORRIDOR.

a. The budgeted amount to perform the Work for the period of July 1, 2023 through and
including December 31, 2024 is $21,060,758. In the event that the actual cost of the
Work during this period of time is within 3% of the budgeted amount, i.e. from
Page 26 of 46
$20,428,935.26 up to and including $21,692,580.74, (the “Risk Corridor”) no

reconciliation shall occur. Contractor bares all overages and keeps all savings within
the Risk Corridor; except that all savings shall be used solely for the provision of care
within the Facility.
b. In the event the actual cost of the Work falls outside of the Risk Corridor during the
18-month period ($20,428,935.25 or less OR $21,692,580.75 or more), a
reconciliation will occur. At the time of signing this Agreement the parties have not
agreed to how overages and savings falling outside of the Risk Corridor will be
addressed, except that (1) the County will not bare full responsibility for overages
outside of the Risk Corridor, (2) Contractor will not keep all savings outside of the
Risk Corridor, and (3) all savings outside of the Risk Corridor which Contractor is
allowed to keep shall be used solely for the provision of care within the Facility
unless otherwise agreed to in writing by County. The parties agree that when either
party forecasts that the actual spend during the 18-month budget period might fall
outside of the Risk Corridor, the parties will negotiate how any savings/overages will
be split between the parties and an amendment will be completed.
c. Any reconciliation payment required by the terms of this section shall occur within 90
days following completion of the annual audit described in §5.b. of this Exhibit B.
d. For the period of January 1, 2025, through December 31, 2025, and for each one-
year period thereafter, the budgeted amount and applicable risk corridor terms for
the year will be reviewed, negotiated, and mutually agreed to in writing prior to
January 1st of the applicable year.
3. Contractor shall obtain written approval from County before reallocating or utilizing
dollars for uses which are outside of the agreed upon Scope of Work.
4. CAPITAL IMPROVEMENTS & MAINTENANCE

a. Schedule of Capital Expenditures. Contractor and County shall annually, at the time
of submission of the annual Operating Budget to County, provide to County a
schedule of non-real property capital improvements for consideration at the Facility
and requiring a Capital Expenditure (as defined below), for the purpose of allowing
the County to consider for inclusion such projects in its budget for the ensuing year
and to prepare and update a long-range capital expenditure budget. Real property
capital improvements and expenditures are addressed in the parties’ Lease
Agreement at Exhibit D. For purposes of this paragraph, “Capital Expenditures” shall
mean all expenditures for purchases of additional or replacement furniture,
machinery, or equipment, the depreciable life of which, according to generally
accepted accounting principles, is in excess of one (1) year and in excess of $5,000.
b. Responsibility for Capital Expenditures. County shall be solely responsible for all
Capital Expenditures at the Facility; provided, however, County shall be under no
obligation to make such Capital Expenditures unless failure to make a Capital
Expenditure materially impedes Contractor’s ability to perform the Work under the
Agreement.
5. AUDIT.
a. Upon request Contractor shall provide County audited financial statements.
b. Contractor shall keep all necessary books and records pertaining to its operations
hereunder on a calendar year basis. An annual audited report shall be provided
which contains a financial statement showing a comparison of the budget approved
Page 27 of 46
under this Agreement with actual revenues received and expenditures incurred by
the Contractor. For the initial term of the Agreement, an audit report showing a
comparison of the budget approved this under contract with actual revenues
received and expenditures incurred by the Contractor expenditures for the period
July 1, 2023, through December 31, 2024, shall be completed and delivered. This
shall be completed and provided to County by April 30th following the audit period.
c. Contractor is solely responsible for the cost of the audit set forth in paragraph 5.a.
The parties will equally split the cost of the audit set forth in paragraph 5.b.
Page 28 of 46
EXHIBIT B-1
BUDGET NARRATIVE
February 15, 2023
A. PROPOSED PROJECT TIMELINE
Start Date: July 1, 2023 End Date: December 31, 2024
Ramp Up Period: July 1, 2023-November 30, 2023
Go Live: December 1-31, 2023, January 1, 2024 – December 31, 2024
B. BUDGET SUMMARY
Go Live
Ramp Up / Go Live Total
CATEGORY – EXPENSES (Jan-Dec
Onboarding (Dec 2023) 18 Month
2024)
Total Staffing Expenses $ 4,247,145 $ 1,380,978 $ 16,856,301 $ 22,484,424
Total Direct Operating Expenses $ 922,883 $ 274,221 $ 3,290,658 $ 4,487,762
Indirect $- $ 129,105 $ 1,571,462 $ 1,700,567
$ 5,170,028 $ 1,784,304 $ 21,718,421 $
Expenses
28,672,753
CATEGORY –
Ramp Up / Go Live Go Live
CAPACITY Total 18 Month
OnBoarding (Dec 2023) (Jan-Dec 2024)
FUNDING
Capacity Funding $ 5,170,028 $ 1,784,304 $ 21,718,421 $ 28,672,753
Monthly Capacity
$ 1,034,006 $ 1,784,304 $ 1,809,868 $ 1,592,931
Need
Go Live
Ramp Up / Go Live Total 18
CATEGORY – SERVICE LINE REVENUE (Jan-Dec
OnBoarding (Dec 2023) Month
2024)
Total Service Line Revenue $- $ 517,414 $ 7,094,581 $ 7,611,995
Expected Monthly Revenue Offsets $- $ 517,414 $ 591,215 $ 422,889
Go Live
CATEGORY – ANTICIPATED COUNTY Total
(Jan-Dec
SUPPORTED EXPENSE 18 Month
2024)
Anticipated County Supported Expense $ 14,623,840 $ 21,060,758
Explanation of Budget Summary

The basis of funding to meet operating objectives is a “Firehouse” like capacity-based budget
and payment method. This funding model supports the presence of a stable team of
providers and support staff to ensure high quality emergency/acute behavioral health
service availability to Larimer County residents 24/7/365 regardless of volume or acuity.
The total required expenses will establish the needed capacity funding on a
monthly/yearly basis. The estimates of total service line revenue will form the basis of the
reconciliation payments we will make to the county on a recurring
Page 29 of 46
basis. Incentives/risk/quality measures will be collaboratively developed to establish

provider accountability.
The total budget presented here represents an 18-month period. The budget is divided into
columns representing the following time periods:
o Ramp Up/On-Boarding Period: July 1, 2023-November 30, 2023. During this
period, SummitStone will hire the remaining FTE required to staff the
facility. During this period, 108 newly hired staff, approximately 18 per month,
will be added to the team. Expenses during this period include staffing,
recruitment, and one-time purchases. To the extent possible, staff will be hired
no less than 4 weeks prior to opening to facilitate adequate training and on-
boarding. Some direct service staff hired during this period will be deployed to
work in existing SummitStone service lines temporarily to gain necessary
experience prior to opening.
o Go Live Month: December 1-31, 2023. This facility will open for services on or
about December 1, 2023.
o Go Live Year: January 1, 2024 – December 31, 2024. This period represents a
full 12-month operating period for the facility. Budgeting for this period assumes
a progressive increase in service delivery based on increasing demand over the
calendar year 2024.
This budget narrative contains two appendices. Appendix A - SummitStone Longview

Operations Capacity Budget. Appendix B - SummitStone Longview Direct Service Staff
& Support Staff Listing.
C. STAFFING BUDGET
CATEGORY – EXPENSES Ramp Up / Go Live Go Live Total
Onboarding (Dec 2023) (Jan-Dec 2024) 18 Month
Staffing:
Direct Service Staff $ 2,726,099 $ 1,199,396 $ 14,392,750 $ 18,318,245
Vacancy Savings (8.25%) $- $ (149,056) $ (1,504,112) $ (1,653,168)
Recruitment Program Costs $ 842,651 $- $- $ 842,651
Direct Support Staff $ 678,395 $ 330,639 $ 3,967,663 $ 4,976,697
Total Staffing Cost $ 4,247,145 $ 1,380,978 $ 16,856,301 $ 22,484,424
Explanation for Staffing Expenses:

Staffing expenses are based on total personnel wages, benefits, and expenses for each
FTE listed on the detailed staffing list attached. (See Appendix B-SummitStone
Longview Direct Service Staff & Support Staff Listing.) The budget has reduced the
staffing by expected vacancy rates that slide from 12% in the early months and decline
over time, averaging 8.25% for the 13 month Go Live period. The Executive Director’s
salary has been adjusted to reflect split duties. This category also includes expenses
related to sign-on bonuses and other incentives to attract and acquire high quality
personnel. There is also a $583 per month occupancy expense for the 21 staff who will
not be housed at Longview. SummitStone has expanded space at our Innovation site to
meet this need.
Page 30 of 46
D. DIRECT OPERATING BUDGET

CATEGORY – EXPENSES Go Live
(Jan-Dec
2024)
Adjunct Medical & Other Expenses
Pharmacy $ 293,700 $ 124,834 $ 1,498,004 $ 1,916,538
Lab Costs $- $ 63,958 $ 767,500 $ 831,458
Medical Supplies $ 100,000 $ 5,000 $ 60,000 $ 165,000
Client Supplies & Direct $ 28,926 $ 7,685 $ 92,222 $ 128,833
Operating
Rent $ 102,500 $ 34,167 $ 410,000 $ 546,667
Other and One Time Expenses
Fitness Equipment (one $ 35,000 $- $- $ 35,000
time)/Storage Buildout (one
time)
Office Furniture (Ramp-Up Only) $- $- $- $-
Staff & Client Support Expenses
Training Costs $ 52,632 $ 10,526 $ 126,316 $ 189,474
Technology $ 175,534 $ 15,526 $ 186,311 $ 377,370
EHR Operating Costs $- $ 12,525 $ 150,306 $ 162,831
Recruitment/On-Boarding Costs $ 134,591 $- $- $ 134,591
Total Direct $ 922,883 $ 274,221 $ 3,290,658 $ 4,487,762
Explanation for Direct Operating Expenses:

Direct Operating Expenses include subcategories for Adjunct Medical & Other Expenses,
Rent, Other & One Time Expenses, and Staff & Client Support Expenses. Adjunct
Medical & Other Expenses include pharmacy and lab operating costs, medical supplies
and equipment, and client/operating supplies (toiletries, nourishment, etc.). Projected
pharmacy and lab estimates are likely on the high side based on initial projections
provided by UCHealth. SHP is working with UCHealth to develop more targeted cost
estimates for both pharmacy and lab. We anticipate final estimates will be overall lower
than currently projected. Rent is established at $7/sq ft for the entire building, or
$410,000/yr or $34,167/month. One Time & Other Expenses include initial purchase of
linens, fitness equipment, and storage build-out. Staff & Client Support Expenses
include training costs, technology, EHR licenses, recruitment/on-boarding costs and
related operating expenses
Page 31 of 46
E. INDIRECT EXPENSE BUDGET

CATEGORY – EXPENSES Go Live
(Jan-Dec
2024)
Indirect $- $ 129,105 $ 1,571,462 $ 1,700,567
Explanation for Indirect Expenses:

The indirect rate is 7.8%. Longview will represent 28% of employees across the
SummitStone enterprise. An indirect rate is an apportionment to reflect costs of general
liability, medical liability, corporate administration, employee benefit administration,
payroll, employee actions, and related support functions not accounted for in direct
operations.
F. SERVICE LINE REVENUE

Go Live
CATEGORY – SERVICE Ramp Up / Go Live Total
(Jan-Dec
LINE REVENUE Onboarding (Dec 2023) 18 Month
2024)
Urgent Care $- $ 84,393 $ 1,100,281 $ 1,184,674
CRISIS $- $ 312,722 $ 3,649,005 $ 3,961,727
Withdrawal
Management 3.7 $- $ 53,920 $ 916,644 $ 970,564
Withdrawal
Management 3.2 $- $ 15,192 $ 297,756 $ 312,947
Physical
Health/Preventative
Medicine $- $- $ 158,333 $ 158,333
Pharmacy $- $ 51,188 $ 972,563 $ 1,023,750
Total Client Care
Revenue $- $ 517,414 $ 7,094,581 $ 7,611,995
Explanation for Service Line Revenue:

Service Line Revenue reflects anticipated revenue for 3.7 and 3.2 Withdrawal Management
(WM), physical health services, and pharmacy-related charges. Revenue estimates also
reflect RAE Crisis contracting as well as encounter-based payments for Behavioral
Health Urgent Care services per the CMHC contract. Medicaid rates for these services
as well as some 3rd party reimbursements have been assumed.
In 2024, it is anticipated that Medicaid enrollment will decline by 30%. This could negatively
impact all revenue streams. Additionally, it should be noted that both the Medicaid Crisis
contract and the CMHC contract have a cap on billable service volume which cannot be
exceeded without penalty. This limitation on billable client service volume may also
negatively impact potential Medicaid revenue that can be generated from this contract
and from certain levels of care in this facility.
Understanding these competing pressures and the uncertain impact on our client
population, we have taken several mitigating steps. We have been conservative in our
estimation of Medicaid revenue. SummitStone is investing in the resources needed to
help clients maintain Medicaid enrollment and in securing alternative payor sources for
eligible clients. We are actively working with our RAE (United Health) to understand and
plan for the new Longview service expansion. Finally, we have also expanded our
commercial contracts to ensure as robust a revenue stream as possible.
Page 32 of 46
G. CAPACITY FUNDING BUDGET

CATEGORY – Go Live
CAPACITY (Jan-Dec
FUNDING 2024)
Capacity Funding $ 5,170,028 $ 1,784,304 $ 21,718,421 $ 28,672,753
Monthly Capacity
$ 1,034,006 $ 1,784,304 $ 1,809,868 $ 1,592,931
Need
Explanation for Capacity Funding:

Based on the “firehouse” model, Capacity Funding budget for the 18-month period is shown
for each segment including Ramp Up/Onboarding, Go Live (December 2023), and Go
Live (Jan-Dec 2024). Capacity Funding budget is also calculated monthly.
This Operating Budget, once mutually agreed upon and approved as a component of the
Operations Contract, will create the basis for monthly payments beginning July 1, 2023
through December 31, 2024. We anticipate significant learning during “Ramp Up” and
“Go Live” as we manage service delivery, claims, denials, and reimbursement in real
time. This foundational learning will provide the framework for refining a sustainable
model to meet objectives in future periods.
Funding and Payment Methodology
Monthly payments to cover the contracted services for the 18 month period will be made to
SummitStone by the 1st business day of the month starting July 1, 2023. This amount
will be paid in installments as set forth in Exhibit B through the 18th month (December
2024). Financial Statements will be submitted quarterly for reconciliation review with
representatives from both parties. After the first full year of services, SHP will provide an
Annual Financial Report coalescing all quarterly financial statements no later than
February 1, 2024. At this time, both parties will collaboratively evaluate this financial
model.
Accountability & Transparency
The following metrics will be used to establish accountability to the agreed upon service
model. The quarterly financial reports and annual financial report will include a summary
of the metrics proposed below. SummitStone will:
1. Demonstrate, on average, a minimum Accounts Receivable days of ≤50 for
the facility.
2. Identify a variety of alternative payment through 3rd party claims and other
sources of coverage for uncovered clients.
3. Establish and maintain a final denial rate of 6% or less.
4. Submit claims to 3rd party insurances within industry-established timely filing
limits.
5. Demonstrate a minimum 85% clean claims submission to all 3rd party and
non-county payors excluding denials for non-covered benefits.
6. Regularly report on referral balancing to demonstrate transparency in
community referral and connection.
7. Establish and maintain a minimum staffing to ensure 24/7/365 availability of
services.
8. Submit to periodic quality reviews overseen by the Quality Council.
Page 33 of 46
1
Within a category of expense, contractor may reallocate spending in order to meet
operational objectives at its discretion
Page 34 of 46
Page 35 of 46
EXHIBIT C
Insurance Requirements
Prior to commencement of any work, contractor shall forward Certificates of Insurance to
Larimer County c/o Risk Management, 200 W. Oak St., #4000, Fort Collins, Colorado
80521 or InsuranceCert@larimer.org. The insurance required shall be procured and
maintained in full force and effect for the duration of the Contract and shall be written for
not less than the following amounts, or greater if required by law. Certificate Holder
should be Larimer County at the above address.
I. Workers' Compensation and Employers' Liability (waived if there are no employees)
A. State of Colorado: Statutory

B. Applicable Federal: Statutory
C. Employer's Liability: $100,000 Each Accident
$500,000 Disease-Policy Limit
$100,000 Disease-Each Employee
D. Waiver of Subrogation
A signed Workers’ Compensation waiver must be provided if the contractor/vendor is
not required to carry Workers’ Compensation coverage per Colorado Workers’
Compensation Act (8-40-202(2)(b).
II. Commercial General Liability on an Occurrence Form including the following coverages:
Premises Operations; Products and Completed Operations; Personal and Advertising
Injury; Liability Assumed under an Insured Contract; Independent Contractors. Coverage
provided should be at least as broad as found in Insurance Services Office (ISO) form
CG0001. Minimum limits to be as follows:
A. General Aggregate Limit $2,000,000

B. Products & Completed Operations Aggregate Limit $2,000,000
C. Personal & Advertising Injury Limit $1,000,000
D. Bodily Injury & Property Damage Each Occurrence Limit $1,000,000
Other General Liability Conditions:

1. Products and Completed Operations to be maintained for one year after final
payment. Contractor shall continue to provide evidence of such coverage to the
County on an annual basis during the aforementioned period (as appropriate).
2. Contractor agrees that the insurance afforded the County is primary.
3. If coverage is to be provided on Claims Made forms, contractor must refer policy
to Risk Management Department for approval and additional requirements.
III. Automobile Liability insurance including coverage for all owned, non-owned, & hired
autos. Limits to be as follows:
A. Bodily Injury & Property Damage Combined Single Limit $1,000,000
IV. Professional Liability/Medical Malpractice $1,000,000
V. Network Security and Privacy Liability (Cyber Liability) $2,000,000
VI. Minimum required limits set forth herein may be met by utilizing a combination of
excess/umbrella policies in conjunction with primary insurance policies if necessary.
Page 36 of 46

Larimer County Behavioral Health Facility Contract

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Larimer County Behavioral Health Facility Contract

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DocuSign Envelope ID: C9956210-02B0-44C5-9151-4F7044C7E541

LARIMER COUNTY, COLORADO

THIS AGREEMENT is made by and between the Board of County Commissioners of

WHEREAS in November of 2018 Larimer County voters approved a 20-year, 0.25%

WHEREAS the RFP was awarded to Contractor pending negotiations.

i. Behavioral Health: an individual’s mental and emotional well-being and actions

iv. Center of Excellence (COE): Through innovative community partnerships, and

v. Contractor: the individual or entity performing services pursuant to this Agreement

3. ENGAGEMENT & STATEMENT OF WORK

6. OWNERSHIP, USE OF THE FACILITY, PROPERTY INVENTORY

h. Business Associate Agreement. Parties have executed a Business Associate

a. Governmental Immunity. No term or condition of this Agreement shall be construed or

b. General Liability & Intellectual Property Indemnification.

e. No Pledge of Credit or Aid to Corporations. Pursuant to Colorado Constitution Article XI,

a. Early Termination without Cause.

effective date of the notice to Contractor’s reasonable satisfaction, Contractor may

c. Contractor fails to obtain or maintain the necessary infrastructure to deliver

c. Remedies for Breach

i. County Remedies. If Contractor is in breach under any material provision of this

unsuitable, or otherwise unacceptable with respect to the Work, in County’s

b. Not placing any further orders or subcontracts for materials, services,

c. Terminating all existing orders and subcontracts in a manner that minimizes

d. At County’s direction and to the extent permissible by the orders and

f. Completing performance of any services or work that County designates to be

h. Contractor shall be liable to County for any damages sustained by County in

d. Continuity of Services. In the event of termination or expiration of this Agreement,

a. Independent Contractor. Contractor is an independent contractor and under no

b. Subcontractors. In the performance of its obligations hereunder, Contractor shall have

c. No Assignment. Subject to Contractor’s right to subcontract under this Agreement, all

f. Contractor’s Records. Contractor shall maintain a file (electronic or otherwise) of all

k. Laws, Regulations, & Licensing.

b. The Contractor must be a participating Colorado Medicaid Provider.

c. The Contractor must be a participating Medicare Provider.

l. Counterparts and Signatures. This Agreement may be executed in several identical

n. Exhibit Incorporation. All Exhibits attached to this Agreement are incorporated by

o. Entire Agreement; Amendments.

p. Force Majeure. Notwithstanding the indemnification and related duties of Contractor in

10. NOTICE & REPRESENTATIVES

i. If to County: Laurie E. Stolen, Behavioral Health Services Director

ii. If to Contractor: Michael G. Allen, CEO

11. CONFLICT OF INTEREST SAFEGUARDS

BOARD OF COUNTY COMMISSIONERS OF LARIMER COUNTY

1) CLIENT CARE SERVICES

2). SUPPORT SERVICES

3) ADMINISTRATIVE AND STAFFING SERVICES

4) GENERAL OBLIGATIONS OF CONTRACTOR

ii. Client-Centered Approach to Care

Phases of Client Care Service Array

Level of Care Year 1 Capacity Year 2 Capacity

24/7 Behavioral Health 9 Exam Rooms 9 Exam Rooms

23-hr Observation 8 Recliners 8 Recliners

Crisis Stabilization Unit 16 Beds *TBD

Withdrawal Management (3.2 16 Beds/Recliners *TBD

Residential Substance Use 0 Beds *TBD

Opioid Treatment Program Not Operational Operational

(e) Contractor shall ensure that service delivery facilitates communication,

(g) Contractor shall provide access, directly or by referral, to qualified clinicians

(l) The facility is primarily designed to serve residents of Larimer County

(n) Excluding circumstances beyond the control of Contractor, Contractor shall

B. Levels of Care-Specific Obligations of Contractor for Client Care Services

a. Behavioral Health Urgent Care and Triage (BHUC). 24/7/365 BHUC

b. 23-Hour Observation. 23-Hour Observation services provide a setting where an

c. Crisis Stabilization Unit. A Crisis Stabilization Unit or "CSU" is a facility that

d. Clinically Managed High-Intensity Residential Services - ASAM level 3.5