This is an agreement (“Agreement”) between Colorado Provider Recruitment program (hereafter “CPR”), a program of the Colorado Rural Health Center (“CRHC”), and the organization which agrees to these terms (hereafter “Organization”). Upon request and subject to the terms set forth herein below, CPR shall provide recruitment and retention services to Organization for identified needs. CPR recognizes that Organization may employ other recruitment firms and/or utilize other recruiting techniques to fill vacancies.

1. TERM

The term of this contract shall begin on January 1st of 2017 and terminate on December 31st, 2017.
2. PAYMENT

a. Organization shall pay CPR an annual service fee and a placement fee (“Placement Fee”) pursuant to the Fee Structure attached hereto as Exhibit A and incorporated herein by reference. Any placements made by CPR which occur after the Term of this Agreement is remain subject to the Placement Fees set forth in this Section 2. CPR reserves the right to amend Exhibit A on 45 days written notice to Organization.
b. Upon placement of a provider with Organization, the Placement Fee shall be paid by Organization to CPR as follows:
i. one half of the Placement Fee shall be due no later than thirty (30) days after the provider placed by CPR accepts in writing an employment offer with the Organization.
ii. the remaining one half of the Placement Fee is due no later than the date on which the provider begins employment with Organization.
c. In the event a provider does not begin employment with the Organization on the agreed upon start date and will no longer be considered an employee of the Organization, the initial one half of the Placement Fee will be reimbursed by CPR to the Organization within 10 days of CPR’s receipt of documentation provided from Organization that the provider will not be an employee of Organization.
d. In the event a provider who was referred by CPR and hired by Organization voluntarily discontinues practice, or is terminated with cause within ninety (90) days after their start date at Organization’s practice site, CPR will not refund any Placement Fees but will resume referrals to Organization of potential candidates for the required position until the end of the Term or six months, whichever is a longer period of time. If a new provider is placed in the vacated position in this time period, then all fees paid for the initial provider will be credited to the new provider’s placement fee.
e. If Organization has previously established contact with a candidate referred by CPR, Organization must notify CPR within ten (10) business days of CPR’s referral or CPR will be considered the source of the referral.
f. Any hire that is made by Organization that occurred because of the initial existence of contact with candidate by CPR, or if the provider initially learned of Organization’s available position through CPR, shall be considered a product of CPR services, and therefore a placement subject to the fees set forth in this Paragraph 2. The source of position information from CPR may be provided to candidates by email, phone call, online job posting, job fair or conference, lecture or otherwise.

3. CPR DUTIES AND RESPONSIBILITIES

a. CPR develops and maintains a pool of candidates.
b. CPR shall provide both local and nationwide recruitment sourcing of candidates by working with health professional training programs in primary medical and dental fields and in accordance with CPR policy. If Organization requires and requests services outside of CPR’s scope of recruitment as set forth herein, such services and the fees associated therewith may be negotiated at that time and a written addendum to this Agreement shall be executed by both Parties.
c. Organization shall provide CPR with all requested information regarding the vacancy for which CPR is recruiting via CPR Medical/Dental Opportunity Form.
d. CPR shall provide basic information, as provided by Organization, about Organization’s specific opportunity to candidates whose professional and personal needs meet the job and community characteristics, excluding contact information.
e. CPR shall forward candidate’s CV/resume and profile to Organization when a candidate has been identified.
f. CPR shall not be responsible for negotiations with candidates, hiring of candidates, or compensation package negotiated with candidates. CPR does not review candidate for their quality, character, credentials, or fitness to provide the requested services.

4. ORGANIZATION’S DUTIES AND RESPONSIBILITIES

a. Organization shall immediately notify CPR upon entering a signed agreement with a provider referred by CPR and shall notify CPR of the employment start date.
b. The Organization shall be responsive to CPR staff questions and requests for information. If the Organization is non-responsive to CRP staff’s request for further information or question for four weeks, CPR will put a hold on referrals and discontinue recruiting for this position including removal of any online job advertisements posted for the Organization. CPR referrals and recruitment activities will resume once Organization responds to CPR with all requested information and feedback.
c. It is Organization’s sole responsibility to interview and credential all candidates provided by CPR unless agreed to otherwise by both parties with Organization responsible for subsequent fees.

5. MISCELLANEOUS

a. All information, whether in the form of referrals, curriculum vitae, or any other documentation supplied to Organization by CPR is proprietary information of CPR. It is meant for the sole use of Organization, which agrees to keep it confidential.
b. Organization agrees to release, indemnify and hold harmless the Colorado Rural Health Center and its directors, officers, agents and employees from and against any and all claims, liability, and damages, cost and professional fees relating to or arising out of quality, character, credentials, or fitness of any candidate CPR provides. CPR does not review candidate for their quality, character, credentials, or fitness to provide the requested services and Organization affirmatively acknowledges that it is Organization’s sole responsibility to interview and credential all candidates provided by CPR unless agreed to otherwise by both parties with Organization responsible for subsequent fees.
c. Controversies or claims between the parties hereto arising out of or relating to the interpretation or application of this Agreement, or breach hereof, shall be submitted promptly to arbitration for settlement in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered may be entered in any court having jurisdiction thereof. In the event of arbitration of this Agreement, each party to the arbitration shall pay one-half of any and all costs associated with such arbitration proceedings, excluding attorney’s fees incurred by either party, which shall be the sole responsibility of the party incurring them.
d. This Agreement supersedes any and all prior agreements and understandings between the parties concerning the subject matter hereof whether oral or written, and constitutes the entire agreement between the parties. This agreement may not be modified except in writing duly executed by both parties.
e. In performing services under this Agreement, CPR and Organization agree that neither shall discriminate in any of its programs or practices against any individual on the basis of age, race, sex, religion, sexual orientation, handicap, and national origin, in any manner or any other status protected by local, state or federal civil rights laws.
f. This Agreement shall not be assigned or delegated by either party without the written consent of the other. In the event that any court of competent jurisdiction holds any provision or portion of this agreement unenforceable or invalid, the validity and enforceability of the remaining provisions or portions shall not be affected thereby.
g. This Agreement shall be governed by and construed in accordance with the laws of Colorado, without giving effect to the choice of law principles thereof. CPR and the Organization shall comply with all applicable state and federal laws and regulations in administration, interpretation, and enforcement of the Agreement. At the request of either party, CPR and the Organization agree to amend this Agreement to the extent reasonably necessary to bring the terms of this Agreement into compliance with applicable state and federal laws.
h. This Agreement shall be binding on and inure to the benefit of the parties hereto and their respective permitted successors and assigns.
i. If, through any cause attributable to action(s) or inaction(s), either party fails to fulfill, in a timely and proper manner, the duties and obligations under this contract, or violates any of the terms of this contract, then either party shall have the right to terminate the contract for cause by giving written notice to the other party. Such written notice shall be given at least ten (10) calendar days before the proposed termination date. If the contract is terminated by the Organization, CPR will retain a portion of the annual service fee based on the level of effort expended. If the contract is terminated by CPR, CPR will refund a portion of the service fee for services not performed.
j. This Agreement may be executed in separate faxed or PDF counterparts, each of which shall be an original and all of which, when taken together, shall constitute one instrument.
Colorado Provider Recruitment

CPR is a nonprofit recruitment program administered by the Colorado Rural Health Center, Colorado’s State Office of Rural Health. CPR helps communities recruit and retain dedicated and qualified healthcare providers who are committed to practicing in rural and urban underserved areas. CPR works with provider candidates locally and nationally who have an interest in rural and underserved opportunities. CPR visits Colorado’s primary care health professional training programs, exhibits at national healthcare conferences and associations and posts job opportunities in print and online to recruit candidates.

EXHIBIT A
Fee Structure

This fee structure applies to opportunities listed with the CPR program.

Annual Service Fee - $1,000
An annual service fee of $1,000 will be charged to the Organization to support the ongoing services of CPR. The annual service fee may be waived if the Organization is a CRHC member. CRHC membership information can be found at www.coruralhealth.org/membership.

The services provided for this fee include:
• Post job opportunities in print and online
• Post to multiple national health professional recruitment sites including 3RNet, the nation’s premier rural provider recruitment website
• Recruit from Colorado residency and training programs
• Exhibit and recruit at national healthcare conferences and health professional associations
• Assist in training of on-site recruitment and retention staff, as requested
• Recruitment and retention training workshops in-person or by webinar
• Utilize national provider databases for recruitment to ensure high quality applicants
• Provide appropriate candidate profiles to hiring officials
• Provide technical assistance for consideration and development as a loan repayment site
• Evaluate sites for all available loan repayment programs including Colorado Health Service Corps and National Health Service Corps
• Assist in development of job descriptions
• Assist in the development of a recruitment and retention plan
• Share information on recruitment and retention topics such as loan repayment, salary surveys, sample recruitment and retention programs, sample contracts, and offer letters
• Provide candidates, information, and service site compliance assistance for placement of foreign medical graduates through the Conrad 30/J-1 Visa Waiver Program

Placement Fees

Specialists: $20,000
Primary Care Physicians/Dentists: $15,000
Advanced Practice Nurses/Physician Assistants: $10,000
Dental Hygienists: $5,000
Other Providers: Negotiated in advance

Short-Term Referral Policy
CPR does not regularly recruit for short-term or locums positions; therefore there is no addendum in the contract for such a placement. However, if Organization seeks a provider for this type of assignment, CPR will add the Short-term Referral Policy to the contract. The Duties and Responsibilities and Miscellaneous items sited in the contract between CPR and Organization will still apply. The placement fee charged by CPR to Organization for a short-term provider will be a one-time referral fee. Organization is free to contract with provider as they see fit following their agreed upon short-term assignment. The Organization will be invoiced for the total amount of days worked after the assignment is finished. The short-term placement fees are below:
Short-term Placement Fees: A placement fee will be charged on a daily rate for locum tenens providers
Primary Care Physicians/Dentists: $144/day
Advanced Practice Nurses/Physician Assistants: $96/day
Dental Hygienists: $48/day
Registered Nurses: $36/day
Other Providers: Negotiated in advance
This Policy may be executed in separate faxed or PDF counterparts, each of which shall be an original and all of which, when taken together, shall constitute one instrument.

This is an agreement (“Agreement”) between Colorado Provider Recruitment program (hereafter “CPR”), a program of the Colorado Rural Health Center (“CRHC”), and the organization which agrees to these terms (hereafter “Organization”). Upon request and subject to the terms set forth herein below, CPR shall provide recruitment and retention services to Organization for identified needs. CPR recognizes that Organization may employ other recruitment firms and/or utilize other recruiting techniques to fill vacancies.

1. TERM

The term of this contract shall begin on January 1st of 2017 and terminate on December 31st, 2017.
2. PAYMENT

a. Organization shall pay CPR an annual service fee and a placement fee (“Placement Fee”) pursuant to the Fee Structure attached hereto as Exhibit A and incorporated herein by reference. Any placements made by CPR which occur after the Term of this Agreement is remain subject to the Placement Fees set forth in this Section 2. CPR reserves the right to amend Exhibit A on 45 days written notice to Organization.
b. Upon placement of a provider with Organization, the Placement Fee shall be paid by Organization to CPR as follows:
i. one half of the Placement Fee shall be due no later than thirty (30) days after the provider placed by CPR accepts in writing an employment offer with the Organization.
ii. the remaining one half of the Placement Fee is due no later than the date on which the provider begins employment with Organization.
c. In the event a provider does not begin employment with the Organization on the agreed upon start date and will no longer be considered an employee of the Organization, the initial one half of the Placement Fee will be reimbursed by CPR to the Organization within 10 days of CPR’s receipt of documentation provided from Organization that the provider will not be an employee of Organization.
d. In the event a provider who was referred by CPR and hired by Organization voluntarily discontinues practice, or is terminated with cause within ninety (90) days after their start date at Organization’s practice site, CPR will not refund any Placement Fees but will resume referrals to Organization of potential candidates for the required position until the end of the Term or six months, whichever is a longer period of time. If a new provider is placed in the vacated position in this time period, then all fees paid for the initial provider will be credited to the new provider’s placement fee.
e. If Organization has previously established contact with a candidate referred by CPR, Organization must notify CPR within ten (10) business days of CPR’s referral or CPR will be considered the source of the referral.
f. Any hire that is made by Organization that occurred because of the initial existence of contact with candidate by CPR, or if the provider initially learned of Organization’s available position through CPR, shall be considered a product of CPR services, and therefore a placement subject to the fees set forth in this Paragraph 2. The source of position information from CPR may be provided to candidates by email, phone call, online job posting, job fair or conference, lecture or otherwise.

3. CPR DUTIES AND RESPONSIBILITIES

a. CPR develops and maintains a pool of candidates.
b. CPR shall provide both local and nationwide recruitment sourcing of candidates by working with health professional training programs in primary medical and dental fields and in accordance with CPR policy. If Organization requires and requests services outside of CPR’s scope of recruitment as set forth herein, such services and the fees associated therewith may be negotiated at that time and a written addendum to this Agreement shall be executed by both Parties.
c. Organization shall provide CPR with all requested information regarding the vacancy for which CPR is recruiting via CPR Medical/Dental Opportunity Form.
d. CPR shall provide basic information, as provided by Organization, about Organization’s specific opportunity to candidates whose professional and personal needs meet the job and community characteristics, excluding contact information.
e. CPR shall forward candidate’s CV/resume and profile to Organization when a candidate has been identified.
f. CPR shall not be responsible for negotiations with candidates, hiring of candidates, or compensation package negotiated with candidates. CPR does not review candidate for their quality, character, credentials, or fitness to provide the requested services.

4. ORGANIZATION’S DUTIES AND RESPONSIBILITIES

a. Organization shall immediately notify CPR upon entering a signed agreement with a provider referred by CPR and shall notify CPR of the employment start date.
b. The Organization shall be responsive to CPR staff questions and requests for information. If the Organization is non-responsive to CRP staff’s request for further information or question for four weeks, CPR will put a hold on referrals and discontinue recruiting for this position including removal of any online job advertisements posted for the Organization. CPR referrals and recruitment activities will resume once Organization responds to CPR with all requested information and feedback.
c. It is Organization’s sole responsibility to interview and credential all candidates provided by CPR unless agreed to otherwise by both parties with Organization responsible for subsequent fees.

5. MISCELLANEOUS

a. All information, whether in the form of referrals, curriculum vitae, or any other documentation supplied to Organization by CPR is proprietary information of CPR. It is meant for the sole use of Organization, which agrees to keep it confidential.
b. Organization agrees to release, indemnify and hold harmless the Colorado Rural Health Center and its directors, officers, agents and employees from and against any and all claims, liability, and damages, cost and professional fees relating to or arising out of quality, character, credentials, or fitness of any candidate CPR provides. CPR does not review candidate for their quality, character, credentials, or fitness to provide the requested services and Organization affirmatively acknowledges that it is Organization’s sole responsibility to interview and credential all candidates provided by CPR unless agreed to otherwise by both parties with Organization responsible for subsequent fees.
c. Controversies or claims between the parties hereto arising out of or relating to the interpretation or application of this Agreement, or breach hereof, shall be submitted promptly to arbitration for settlement in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered may be entered in any court having jurisdiction thereof. In the event of arbitration of this Agreement, each party to the arbitration shall pay one-half of any and all costs associated with such arbitration proceedings, excluding attorney’s fees incurred by either party, which shall be the sole responsibility of the party incurring them.
d. This Agreement supersedes any and all prior agreements and understandings between the parties concerning the subject matter hereof whether oral or written, and constitutes the entire agreement between the parties. This agreement may not be modified except in writing duly executed by both parties.
e. In performing services under this Agreement, CPR and Organization agree that neither shall discriminate in any of its programs or practices against any individual on the basis of age, race, sex, religion, sexual orientation, handicap, and national origin, in any manner or any other status protected by local, state or federal civil rights laws.
f. This Agreement shall not be assigned or delegated by either party without the written consent of the other. In the event that any court of competent jurisdiction holds any provision or portion of this agreement unenforceable or invalid, the validity and enforceability of the remaining provisions or portions shall not be affected thereby.
g. This Agreement shall be governed by and construed in accordance with the laws of Colorado, without giving effect to the choice of law principles thereof. CPR and the Organization shall comply with all applicable state and federal laws and regulations in administration, interpretation, and enforcement of the Agreement. At the request of either party, CPR and the Organization agree to amend this Agreement to the extent reasonably necessary to bring the terms of this Agreement into compliance with applicable state and federal laws.
h. This Agreement shall be binding on and inure to the benefit of the parties hereto and their respective permitted successors and assigns.
i. If, through any cause attributable to action(s) or inaction(s), either party fails to fulfill, in a timely and proper manner, the duties and obligations under this contract, or violates any of the terms of this contract, then either party shall have the right to terminate the contract for cause by giving written notice to the other party. Such written notice shall be given at least ten (10) calendar days before the proposed termination date. If the contract is terminated by the Organization, CPR will retain a portion of the annual service fee based on the level of effort expended. If the contract is terminated by CPR, CPR will refund a portion of the service fee for services not performed.
j. This Agreement may be executed in separate faxed or PDF counterparts, each of which shall be an original and all of which, when taken together, shall constitute one instrument.
Colorado Provider Recruitment

CPR is a nonprofit recruitment program administered by the Colorado Rural Health Center, Colorado’s State Office of Rural Health. CPR helps communities recruit and retain dedicated and qualified healthcare providers who are committed to practicing in rural and urban underserved areas. CPR works with provider candidates locally and nationally who have an interest in rural and underserved opportunities. CPR visits Colorado’s primary care health professional training programs, exhibits at national healthcare conferences and associations and posts job opportunities in print and online to recruit candidates.

EXHIBIT A
Fee Structure

This fee structure applies to opportunities listed with the CPR program.

Annual Service Fee - $1,000
An annual service fee of $1,000 will be charged to the Organization to support the ongoing services of CPR. The annual service fee may be waived if the Organization is a CRHC member. CRHC membership information can be found at www.coruralhealth.org/membership.

The services provided for this fee include:
• Post job opportunities in print and online
• Post to multiple national health professional recruitment sites including 3RNet, the nation’s premier rural provider recruitment website
• Recruit from Colorado residency and training programs
• Exhibit and recruit at national healthcare conferences and health professional associations
• Assist in training of on-site recruitment and retention staff, as requested
• Recruitment and retention training workshops in-person or by webinar
• Utilize national provider databases for recruitment to ensure high quality applicants
• Provide appropriate candidate profiles to hiring officials
• Provide technical assistance for consideration and development as a loan repayment site
• Evaluate sites for all available loan repayment programs including Colorado Health Service Corps and National Health Service Corps
• Assist in development of job descriptions
• Assist in the development of a recruitment and retention plan
• Share information on recruitment and retention topics such as loan repayment, salary surveys, sample recruitment and retention programs, sample contracts, and offer letters
• Provide candidates, information, and service site compliance assistance for placement of foreign medical graduates through the Conrad 30/J-1 Visa Waiver Program

Placement Fees

Specialists: $12,000
Primary Care Physicians/Dentists: $8,000
Advanced Practice Nurses/Physician Assistants: $3,000
Dental Hygienists: $3,000
Other Providers: Negotiated in advance

Short-Term Referral Policy
CPR does not regularly recruit for short-term or locums positions. However, if Organization seeks a provider for this type of assignment, CPR can offer these services at a different rate, listed below. The Duties and Responsibilities and Miscellaneous items sited earlier in this contract between CPR and Organization still apply. The placement fee charged by CPR to Organization for a short-term provider will be a one-time referral fee. Organization is free to contract with provider as they see fit following their agreed upon short-term assignment. The Organization will be invoiced for the total amount of days worked after the assignment is finished. The short-term placement fees are below:
Short-term Placement Fees:
A placement fee will be charged on a daily rate for locum tenens providers
Primary Care Physicians/Dentists: $144/day
Advanced Practice Nurses/Physician Assistants: $96/day
Dental Hygienists: $48/day
Other Providers: Negotiated in advance