III. SAMPLE MEDICAL SERVICES CONTRACT

Medical Services Provider for Corrections Facility

This Contract for inmate medical, dental and mental health services is made by and between XXXXXXX, ______(add entity type) (“Contractor”), and Lane County, a political subdivision of the State of Oregon (“County”). The term of this Contract begins on July 1, 2015 and terminates on June 30, 2017; unless terminated earlier as provided for in Section F Termination and Amendment or mutually extended for up to an additional three (3) years.

RECITALS

  1. Contractor is engaged in the business of providing Contractormedical, mental health and dentalservices for corrections facilities.
  1. County desires to engage Contractor to provide the Services described in this Contract agreement and Contractor is willing to provide such Services on the terms and conditions set forth herein.
  1. The contract described herein was awarded pursuant to the County's RFP # LCP-2015/16-04.

GENERAL TERMS OF CONTRACT

  1. Incorporation of Exhibits; Definitions; Contractor’s Representations and Warranties:
  1. Exhibits - The contract between the parties includes and incorporates into this document (this “Contract”) all of the following:
  1. Exhibit A - Lane County Standard Contract Provisions are incorporated to the extent applicable by context.
  1. Exhibit B- Scope of Services.
  1. Exhibit C - ContractorCompensation Schedule
  1. Exhibit D -Insurance Requirements.
  1. Exhibit E – Contractor’s RFP Response Proposal – which is incorporated by reference and considered binding except to the extent these documents conflict with the main body of this Contract or its Exhibits.
  1. Exhibit F – Lane County Jail’s Medical Equipment Inventory List
  1. Definitions - With the exception of proper nouns, capitalized terms not otherwise defined herein shall have the following meanings.
  1. “Agreement” means this contract document, entitled Goods and Services Agreement and ending with the signatures of all parties.
  1. “Services” means all of the products, properties and services to be provided by Contractor under this Agreement, as described in Exhibit B.
  1. Contractor’s Representations and Warranties - Contractor makes the following representations and warranties to County:
  1. Qualified Personnel - Contractor and Contractor’s personnel are and will at all times hereunder be fully qualified by all necessary education, training, experience, licensure and certification to perform the Services.
  1. No Encumbrances - As of the date of execution hereof, there are no claims or suits or proceedings, or threats thereof, seeking to enjoin the execution of the Agreement by Contractor or the effect of which could prevent Contractor from performing or having the authority to perform the Services.
  1. Free to Contract- Neither the execution of the Agreement nor the performance of the Services will constitute a breach or violation of any other contract, agreement, or law by which Contractor is bound or to which Contractor or any of its personnel who will perform the Services are subject.
  1. Services:
  1. Services – Contractor will provide the services described in Exhibit B, Scope of Services (the “Services”) in accordance with the terms and conditions of this Contract Agreement.
  1. Key Personnel - Contractor shall assign certain key personnel to perform certain Services, as follows:

[NAMES OF KEY PERSONNEL (IF ANY) OR “NONE” AND WHAT PART OF THE SERVICES THEY WILL PERFORM INSERTED HERE.]

Removal of these key personnel from the specified tasks without the prior approval of County, which may not be unreasonably withheld, constitutes a material breach of the Contract.

  1. Time - Contractor shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Exhibit B, Scope of Services and to satisfy Contractor’s obligations hereunder.
  1. Security - If the Services will be performed on County property, Contractor will comply with all of County’s security policies and procedures.
  1. Fiduciary Responsibility - Contractor acknowledges and agrees that in providing services described in the Scope of Services, it is acting as a fiduciary in rendering advice to the Client based on the particular needs of the Client as stated herein.
  1. Term and Renewal- The term of this Contract begins on July 1, 2015 and terminates on June 30, 2017, unless terminated earlier as provided for in Section G, Termination and Amendments. The term may be extended for three (3) additional years by amendment upon agreement by both parties. Contractor shall give notice to County not less than 270 days before the end of the initial term and indicate whether or not it wishes to extend the term of the Contract.
  1. Compensation and Payment Terms - Subject to County’s right of offset for breach, Contractor will bill County for the Services by submitting periodic invoices that conform to the requirements of Exhibit C. County will make payments within thirty (30) days of receipt of a properly submitted invoice. Notwithstanding the foregoing, County will have the right to withhold payment for any item which County disputes in good faith, provided that County pays for all non-disputed items and takes commercially reasonable action to resolve the dispute.
  1. Termination and Amendments - Notwithstanding any other provisions hereof to the contrary, the Agreement may be terminated as follows:
  1. Termination for Convenience - The Contract is terminable by either party for any reason upon a minimum of90 days advance written notice from County to Contractor, or a minimum of 180 days advance written notice from Contractor to County.
  1. Termination for Breach - Either party may terminate the Agreement for any substantial breach, willful failure or refusal on the part of Contractor to faithfully perform the Agreement according to its terms if the breach continues for more than 30 days after a notice describing the breach has been given unless, in the case of a breach which cannot be cured within such 30-day period, the breaching party immediately initiates and diligently prosecutes a plan of curative action that is acceptable to the non-breaching party. Notwithstanding the foregoing, termination for a recurring breach may be made if the breach is uncured within seven days after the second notice in any twelve-month period.
  1. Termination for Other Reasons:
  1. Lack of Insurance Coverage. County may terminate the Contract immediately and without prior notice upon Contractor’s failure to have in force any insurance required by the Agreement, if Contractor breaches the County’s security requirements, if Contractor fails to maintain any certificate or license required for performance of the Services, or as provided in Exhibit A.
  1. Inability to Perform Services. The County may also terminate the Contract by written order or upon request of the Contractor, if the Work cannot be completed for reasons beyond the control of either the Contractor or the County, or for any reason considered to be in the public interest other than a labor dispute, or by reason of any third party judicial proceeding relating to the Work other than one filed in regards to a labor dispute, and when circumstances or conditions are such that it is impracticable within a reasonable time to proceed with a substantial portion of the Work.
  1. Lack of County Funds. If the County does not appropriate funds for the next succeeding fiscal year to continue payments otherwise required by the Contract, the Contract will terminate at the end of the last fiscal year for which payments have been appropriated. The County will notify the Contractor of such non-appropriation not later than 30 days before the beginning of the year within which funds are not appropriated. Upon termination pursuant to this clause, the County shall have no further obligation to the Contractor for payments beyond the termination date. This provision does not permit the County to terminate the Contract in order to provide similar services or goods from a different Contractor.
  1. Amendments - The parties may amend this Contract only by a writing signed by both parties.
  1. Remedies:
  1. Cost Incurred - In the event of a termination of the Agreement by County because of a breach by Contractor (pursuant to Section E (2), subsequent to the thirty (30) day cure period outlined therein), County may complete the Services either by itself or by contract with other persons, or any combination thereof. Contractor shall be liable to County for any costs or losses incurred by County arising out of or related to the breach, including costs incurred in selecting other Contractors, time-delay losses, attorney fees and the like, less the remaining unpaid balance of the consideration provided in the Agreement. County may withhold payment of sums due Contractor for Services performed to the date of termination until County’s costs and losses have been determined, at which time County may offset any such amount due Contractor against the costs and losses incurred by County.
  1. Compensation if Terminated - In the event of termination, Contractor shall be entitled to compensation for services performed to the effective date of termination; County, however, may condition payment of such compensation upon Contractor, delivering to County any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Contractor or prepared by or for Contractor or County in connection with this Contract (collectively “Documents and Materials”).

Notwithstanding anything in this Contract to the contrary, the term “Documents and Materials” will not include Contractor forms or other tangible work product or materials prepared or developed by Contractor as part of its general business operations and not specifically for the subject matter of this Contract. It is understood that such shall remain the sole and exclusive property of Contractor.

  1. Breach of Agreement - In the event of breach of the Agreement by County, Contractor’s remedy shall be limited to termination of the Contract and payment for Services performed to the date of termination, less any offset to which County is entitled.
  1. Remedies Non-Exclusive - The foregoing remedies provided to County for breach of the Contract by Contractor shall not be exclusive. County shall be entitled to exercise any one or more other legal or equitable remedies available because of Contractor’s breach with or without termination.
  1. Records/Inspection - Contractor shall maintain records of its charges to County under the Contract for a period of not less than six (6) years following Contractor’s completion of the Contract. Upon reasonable advance notice, County or its authorized representatives may from time to time inspect, audit and make copies of any Contractor’s records that relate to the Contract. It is understood that such records shall remain the sole and exclusive property of the Contractor. County agrees to not re-disclose Contractor’s records without providing notice to Contractor. In the event confidential and proprietary records are copied, Contractor will indicate the record is confidential and proprietary by stamping “Confidential Information” on the first page of said record. Contractors’ records designated as proprietary will include confidential, commercial, and/or financial information that have competitive value in the correctional healthcare industry.

If any audit by County discloses that payments to the Contractor were in excess of the amount to which Contractor was entitled under the Contract, Contractor shall promptly pay to County the amount of such excess. If the excess charged by Contractor for any audited period is greater than two percent (2%) of the amount that should have been charged for that period, Contractor shall also reimburse County its reasonable costs incurred in performing the audit.

  1. Indemnification - Contractor shall indemnify and hold County, and its officers, agents and employees, harmless from and against all claims, actions, liabilities, costs, including attorney fees and other costs of defense, arising out of or in any way related to the Services rendered by Contractor or Contractor’s employees, agents, officers, or independent contractors; Contractor’s failure to strictly comply with any provision of the Contract or any other actions or failure to act by Contractor and Contractor’s employees, agents, officers and Contractors. In the event any such action or claim is brought against County, Contractor shall, if County so elects and upon tender by County, defend the same at Contractor’s sole cost and expense, promptly satisfy any judgment adverse to County or to County and Contractor, jointly, and reimburse County for any loss, cost, damage or expense, including attorney fees, suffered or incurred by County. County shall notify Contractor, within a reasonable time, of any claim, threat of claim or legal action subject to the provisions of this Section H.
  1. Insurance - Contractor shall provide and maintain in force for the duration of this Contract all insurance coverage outlined in Exhibit D “Insurance Coverage Required”. Each policy required by these provisions must be written as a primary policy, not contributing with or in excess of any coverage which County may carry. As evidence of the insurance coverage required by this Contract, Contractor shall furnish and deliver to County a copy of each policy or a certificate of insurance satisfactory to County prior to commencement of the Work to:

Lane County Sheriff’s Office, Fiscal Section

125 E. 8th Avenue

Eugene, OR 97401

The certificate must specify parties who are Additional Insured, and must include a notice provision regarding cancellations. Insurance coverages required under this Contract must be obtained from insurance companies authorized to do business in the State of Oregon. If Contractor is self-insured under the laws of the State of Oregon, Contractor will provide appropriate declarations of coverage.

In the event the statutory limit of liability of a public body for claims arising out of a single accident or occurrence is increased above the combined single limit coverage requirements specified below, County has the right to require Contractor to increase the Contractor’s coverage’s to the statutory limit for such claims and to increase the aggregate coverage to twice the amount of the statutory limit. The adequacy of all insurance required by these provisions is subject to approval by County’s Risk Manager. Failure to maintain any insurance coverage required by this contract is cause for immediate termination of this Contract by County, at County’s discretion. If County elects to continue service, Contractor is responsible for interim insurance costs pending return of full service.

  1. Commercial General Liability - Contractor shall maintain a broad form commercial general liability insurance policy with coverage of not less than $2,000,000 combined single limit per occurrence, and $4,000,000 as an annual aggregate, for bodily injury, personal injury or property damage. The policy shall have a contractual liability endorsement to cover Contractor’s indemnification obligations under the Agreement. The policy shall also contain an endorsement naming County as an additional insured, in a form satisfactory to County, and expressly providing that the interest of County shall not be affected by Contractor’s breach of policy provisions.
  1. Workers’ Compensation Insurance - Unless Contractor is exempt, Contractor shall comply with the Oregon Workers’ Compensation law by qualifying as a carrier-insured employer or as a self-insured employer and shall strictly comply with all other applicable provisions of such law. Contractor shall provide County with such assurances as County may require from time to time that Contractor is in compliance with these Workers’ Compensation coverage requirements and the Workers’ Compensation law.
  1. Automobile Liability - Contractor shall maintain an automobile liability insurance policy with coverage of not less than $1,000,000 combined single limit per occurrence, with an aggregate of $3,000,000, for bodily injury, personal injury or property damage. The coverage shall include both hired and non-owned auto liability. The policy shall also contain an endorsement naming County as an additional insured, in a form satisfactory to County, and expressly providing that the interest of County shall not be affected by Contractor's breach of policy provisions.
  1. Professional Liability - Contractor shall maintain a professional liability insurance policy with coverage limits of not less than $5,000,000, and a deductible of not more than $10,000, to protect Contractor from claims for professional acts, errors or omissions arising from the Work. This policy may be written on a “claims made” form. The policy shall contain an endorsement entitling County to not less than 60 days prior written notice of any material change, nonrenewal or cancellation of such policy. Contractor shall maintain the professional liability insurance coverage for at least one year after completion of the Work.

Insurance kept active – Contractor shall not cancel, materially change, or not renew insurance coverages. Contractor shall notify Lane County Fiscal Section, 125 E. 8th Avenue, Eugene, OR 97401, of any material reduction or exhaustion of aggregate limits. Should any policy be cancelled before final payment to County should Contractor fail to immediately procure other insurance as specified, the County reserves the right to procure such insurance and charge Contractor for the cost thereof. Any insurance bearing any adequacy of performance shall be maintained after completion of the Contract for the full guaranteed period, and should the Contractor fail to immediately procure such insurance as specified, the County reserves the right to procure such insurance and charge the cost to the Contractor.

Responsibility for payment of damages – Nothing contained in these insurance requirements is to be construed as limiting the extent of the Contractor’s responsibility for payment of damages resulting from Contractor’s operation under this Contract.

  1. Subcontracting - Contractor was selected for its special knowledge, skills and expertise, and shall not subcontract the Services, in whole or in part, without County’s prior written approval, which may be withheld for any reason. Contractor shall require any approved subcontractor to agree, as to the portion subcontracted, to comply with all obligations of Contractor specified in the Agreement. Notwithstanding County’s approval of a subcontractor, Contractor shall remain obligated for full performance of the Agreement and County shall incur no obligation to any subcontractor. Contractor shall indemnify, defend and hold County harmless from all claims of subcontractors.
  1. Assignment - Contractor shall not assign the Contract, in whole or in part, or any right or obligation hereunder, without County’s prior written approval, which approval shall not be subject to a reasonableness standard. If Contractor is a corporation or partnership, a change in ownership of Contractor resulting from a voluntary transfer of stock or partnership interests, or a transfer upon death or disability of any owner, shall not constitute an assignment unless the transferor is one of the key personnel specified in SectionB.1 of this Agreement.
  1. Independent Contractor - Whether Contractor is a corporation, partnership, other legal entity or an individual, Contractor is an independent Contractor. If Contractor is an individual, Contractor’s duties will be performed with the understanding that Contractor is a self-employed person, has special expertise as to the services which Contractor is to perform and is customarily engaged in the independent performance of the same or similar services for others. The manner in which the services are performed shall be controlled by Contractor; however, the nature of the services and the results to be achieved shall be specified by County. Contractor is not an employee or agent of the County or is to be deemed an employee or agent of County and has no authority to make any binding commitments or obligations on behalf of County except to the extent expressly provided herein.
  1. Use of County Facilities - Contractor and its employees or agents shall have the right to use only those facilities of County that are necessary to perform the services under this Contract and shall have no right of access to any facility of the County without prior approval of County Management. County shall have no responsibility for the loss, theft, mysterious disappearance of or damage to equipment, tools, materials, supplies, and other personal property of Contractor or its employees, subcontractors or agents which may be stored on County premises.
  1. Confidential Information - To be considered “Confidential Information” under the Contract, information must be clearly marked as “confidential information,” in a manner that will be obvious immediately upon access. Each party will limit its use of Confidential Information to the purpose for which it was disclosed by the other party and will use a reasonable level of care to prevent the intentional or inadvertent misuse, theft or inappropriate disclosure of such information. Contractor understands that all records held by the County are public records and subject to public disclosure unless a statutory exemption applies, and agrees that County shall have no liability for the disclosure of any Confidential Information in response to a public records request where such disclosure is required by court or District Attorney Order, or by County’s good faith interpretation of its statutory requirements. Contractor also understands and agrees that the Contract documents and all records of Contractor’s fees and charges may not be considered Confidential Information, and are public records for which no exemption to public disclosure applies.
  1. Compliance with Laws - Contractor shall comply with all applicable Federal, State and local laws, rules, ordinances and regulations at all times and in the performance of the Services, including all applicable provisions of Lane Manual 12.130, attached as Exhibit A.
  1. Notices - Any notice permitted or required by the Contract shall be deemed effective and given when personally delivered or upon deposit in the United States mail, postage fully prepaid, certified, and with return receipt requested, to the persons and addresses shown below. In addition, if directions for telephonic transmission (“FAX”) are set forth below, notices may be delivered by FAX. Notices sent by certified mail will be deemed effective and delivered three (3) business days after placement in the mail and notices sent by FAX will be deemed effective and delivered when successful transmission is electronically confirmed. Except as expressly provided in this Contract, required notices must be signed by the person designated to receive notices, or that person’s designee or attorney.

Contractor:______