PERSONAL SERVICE
AGREEMENT FOR HEALTH CARE SERVICES
AGREEMENT made this ______day of______, 2014, between L.G. Steck Memorial Clinic, P.S., a Washington corporation (hereinafter "Steck" or “Contractor”), and Lewis County, through its Board of Commissioners (hereinafter "County").
RECITALS
1. Steck is qualified, licensed and capable of providing medical and health care services in Lewis County.
2. The custodial care standards promulgated by the Board of Lewis County Commissioner require that a designated health authority be appointed to provide health care services at the Lewis County Jail.
3. County desires to hire Steck to perform such health care services at the Lewis County
Jail.
WHEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:
AGREEMENT
In consideration of the mutual covenants contained herein and for the reliance of the parties hereto, the County and Contractor agree as follows:
1. RESPONSIBILITIES OF CONTRACTOR: Contractor agrees to provide a licensed physician’s assistant or advanced nurse practitioner to provide county services including, but not limited to, those set forth in Exhibit A attached hereto and incorporated fully by this reference, and further to provide a registered nurse, licensed practical nurse, to provide to Lewis County services including, but not limited to, those set forth in Exhibit’s B and C attached hereto and incorporated fully by this reference. Contractor will supply the County with all requested medical supplies and non- prescriptive medicine; all such supplies and medicine being subject to prior approval of the Jail Administrator.
2. RESPONSIBILITIES OF THE COUNTY: As a material part of the consideration for this Agreement, the Lewis County Sheriff’s Office agrees to: (a) designate a person on the Jail staff to function as jail medical liaison officer; (b) provide an appropriately equipped examination room and security for medical staff employed by Contractor; (c) make provisions for the confidentiality of medical records; and (d) provide input into the selection process used to determine the physician and nurse candidates to be employed by Contractor, which will be working in the jail.
3. BILLING:
3.1. Billing: Contractor shall be paid by the County on a monthly basis for services rendered pursuant to this agreement under the terms of the fee schedule set forth in Exhibit D, attached hereto and incorporated fully by this reference. Such Exhibit is a material part of this Agreement, and Contractor shall have no obligation to perform any services pursuant to this Agreement until it has given its initial approval of the fee schedule set forth in Exhibit D, such approval to be indicated by signature of an appropriate officer of Contractor on such Exhibit D.
Payment by the County shall be made upon receipt of billings from Contractor supported by documentation, such documentation to be in a form as reasonably required by the County.
3.2. Invoices: The Contractor will submit a monthly invoice to the County for supplies and services provided under this agreement. The County will remit payment in full within thirty (30) days of the billing date of the invoice.
The County will notify the Contractor within thirty (30) days of the billing date of the Contractor’s invoice indicating any amounts in dispute. In the event of any dispute arising from any claim or bill submitted by the Contractor, the Contractor will have access to all reasonable and necessary documents and records that would, in the discretion of the Contractor, tend to sustain its claim. Further, where the County is an intermediary in the processing of claims, the County will promptly furnish to the Contractor any information regarding the status of the claim and will grant to any fiscal County involved right to discuss the status of the claim with the Contractor.
4. TERM: This agreement shall commence effective the 1st day of January, 2015, and shall terminate on December 31st, 2015. It shall automatically renew in one year intervals unless action by either the County or Contractor is taken to terminate as specified below:
4.1 Termination: Notwithstanding the foregoing, either the County or Contractor may terminate this agreement at any time, with or without cause, by notice in writing to the other party. Such termination shall be effective sixty (60) days from the date such notice is delivered to the other party.
5. MISCELLANEOUS:
5.1 Status of parties: Neither the Contractor nor the County is for any purpose, an agent, partner or employee of the other. The County shall not be a co-employer of any employee of the Contractor.
5.2 Independent Contractor: The Contractor's services shall be furnished by the Contractor as an independent Contractor and nothing herein contained shall be construed to create a relationship of employer-employee or master-servant, but all payments made hereunder and all services performed shall be made and performed pursuant to this Agreement by the Contractor as an independent Contractor.
The Contractor acknowledges the entire compensation for this Agreement is specified herein and neither Contractor nor any of Contractor’s employees, is not entitled to any County benefits including, but not limited to: vacation pay, holiday pay, sick leave pay, medical, dental, or other insurance benefits, or any other rights or privileges afforded to Lewis County employees.
The Contractor represents that it maintains a separate place of business, serves clients other than the County, will report all income and expense accrued under this contract to the Internal Revenue Service, and has a tax account with the State of Washington Department of Revenue for payment of all sales and use and Business and Occupation taxes collected by the State of Washington. If at any time Contractor shall fail to comply with any provision of this paragraph it shall notify the County of that fact, forthwith.
Contractor will defend, indemnify and hold harmless the County, its officers, agents or employees from any loss or expense, including but not limited to settlements, judgments, setoffs, attorneys' fees or costs incurred by reason of claims or demands because of breach of the provisions of this paragraph.
5.3 Termination or suspension for non-performance: The County is under the obligation to continuous and uninterrupted health care for its inmates found in the Washington City and County Jails Act. Therefore, in the event that Contractor fails for any reason (including but not limited to force majeure, strike, act of God, weather, or governmental action), to fulfill its obligation under this Agreement for a period of 48 hours or longer to supply medical services to any County inmate, which is medically necessary for that inmate’s safety, health, or wellbeing, the County may, in its sole discretion, either terminate this agreement forthwith, or suspend this agreement forthwith for any period of time which it may deem appropriate. The County shall make reasonable efforts to give prompt telephonic and written notice of such suspension or termination to the Contractor. This section 5.3 shall be construed independently from section 4 above, as it is intended to create rights additional to those created by the several provisions set forth within the said section 4.
5.4 Notices: Unless otherwise provided hereinabove, notices or communications to be given under this Agreement will be given to the respective parties in writing either by personal delivery or by registered or certified mail, postage prepaid, or by overnight delivery as follows:
To the County:
Lewis County Jail
345 West Main St.
Chehalis, WA 98532
Attn: Administrator
To the Contractor:
Steck Memorial Clinic
1299 Bishop Rd
Chehalis, WA 98532
Attn: Chief Executive Officer
or at such other addresses and to such other persons as either party may from time to time designate by notice given as herein provided. Such notices or communications will be deemed to have been given three (3) business days after deposit in the United States mail or one (1) business day after delivery to an overnight delivery service. Time is of the essence.
5.5 Non-assignability: Neither party may assign any right nor delegate any duty provided for or addressed in this Agreement without the prior written consent of the other party, which consent may be granted or withheld in the sole and exclusive discretion of the party whose consent is required. Neither party may perform its obligations under this Agreement through a subcontractor without the prior written consent of the other party, which consent may be granted or withheld in the sole and exclusive discretion of the party whose consent is required. Nothing in this Agreement is intended nor is to be deemed to confer any benefits on any third party.
5.6 Defense and indemnity Agreement: The Contractor agrees to defend, indemnify and save harmless the County, its appointed and elective officers and employees, from and against all loss or expense, including but not limited to judgments, settlements, attorney's fees and costs by reason of any and all claims and demands upon the County, its elected or appointed officials or employees for damages because of personal or bodily injury, including death at any time resulting therefrom, sustained by any person or persons and on account of damage to property including loss of use thereof, whether such injury to persons or damage to property is due to the negligence of the Contractor, his/her Subcontractors, its successor or assigns, or its or their agent, servants, or employees, the County, its appointed or elected officers, employees or their agents, except only such injury or damage as shall have been occasioned by the sole negligence of the County, its appointed or elected officials or employees.
It is further provided that no liability shall attach to the County by reason of entering into this contract, except as expressly provided herein.
If the claim, suit, or action for injuries, death, or damages as provided for in the preceding paragraph of this contract is caused by or results from the concurrent negligence of (a) the indemnitee or the indemnitee's agents or employees, and (b) the indemnitor or the indemnitor's agents or employees, the indemnity provisions provided for in the preceding paragraph of this contract shall be valid and enforceable only to the extent of the indemnitor's negligence.
5.7 Insurance Requirements: The Contractor shall, at the Contractor's own expense, maintain, with an insurance carrier licensed to do business in the State of Washington, with minimum coverage as outlined below, commercial automobile liability insurance, and either commercial general liability insurance, or, if any services required by the contract must be performed by persons licensed by the State of Washington, professional liability insurance:
Commercial Automobile Liability Bodily Injury Liability and Property Damage Liability Insurance $2,000,000 each occurrence OR combined single limit coverage of $5,000,000, with not greater than a $1000.00 deductible.
Commercial General Liability Bodily Injury Liability and Property Damage Liability Insurance $2,000,000 each occurrence OR combined single limit coverage of $5,000,000, with not greater than a $1000.00 deductible.
Professional Liability Insurance shall include errors and omissions insurance providing $2,000,000.00 coverage with not greater than a $5,000.00 deductible for all liability which may be incurred during the life of this contract.
Lewis County shall be named as primary-noncontributory additionally insured on all required policies except professional liability insurance, and such insurance as is carried by the Contractor shall be primary over any insurance carried by Lewis County. The Contractor shall provide a certificate of insurance to be approved by the County Risk Manager prior to contract execution, which shall be attached to the contract.
Lewis County shall have no obligation to report occurrences unless a claim is filed with the Lewis County Risk manager; nor shall Lewis County have an obligation to pay premiums.
5.8 Industrial/Insurance Waiver: With respect to the performance of this agreement and as to claims against the County, its officers, agents and employees, the Contractor expressly waives its immunity under Title 51 of the Revised Code of Washington, the Industrial/Insurance Act, for injuries to its employees and agrees that the obligations to indemnify, defend and hold harmless provided in this Agreement extend to any claim brought by or on behalf of any employee of the Contractor. This waiver is mutually negotiated by the parties to this Agreement.
5.9 Governing Law: This Agreement will be construed and governed according to the laws of the State of Washington and of the United States of America, without giving effect to any choice of law or conflict of laws provision or rule that would cause the laws of any other jurisdiction to be applied.
5.10 Venue: Any cause of action arising out of or relating to this Agreement or to the alleged breach thereof shall be brought either in the Superior Court of Washington for Thurston County, or in the Tacoma Division of the United States District Court for the Western District of Washington.
5.11 Waiver: Waiver by either party of a breach or violation of any provision of this Agreement will not operate as, or be construed to be, a waiver of any prior, concurrent or subsequent breach. None of the provisions of this Agreement will be considered waived by either party except when such waiver is given in writing.
5.12 Access to Records: Contractor shall maintain all books and financial records, or a true and complete copy of all such books and financial records, at a location in, or within 200 miles of, the state of Washington.
Pursuant to Paragraph 1395x(v)(I) of Title 42 of the United States Code, until the expiration of four (4) years after each provision of services under this Agreement, the Contractor shall make available, upon written request of the Secretary of the United States Department of Health and Human Services or upon request to the Comptroller General of the United States General Accounting Office or any of their duly authorized representatives, a copy of this Agreement and such books, documents, and records as are necessary to certify the nature and extent of the costs incurred under this Agreement.
The Contractor further agrees that in the event the Contractor carries out any of its duties under this Agreement through a subcontract, with a value or cost of ten thousand dollars ($10,000) or more over a twelve (12) month period, with a related organization, such contract shall contain a clause to the effect that until the expiration of four (4) years after the furnishing of such services pursuant to such subcontract, the related organization shall make available, upon written request, to the Secretary of the United State Department of Health and Human Services or upon request of the Comptroller General of the United States General Accounting Office, or any of their duly authorized representatives, a copy of such subcontract and such books, documents, and records of such organization as are necessary to verify the nature and extent of such costs.