HomeMy WebLinkAboutMason General Hospital and Family of Clinics MC Contract 19-083
MASON COUNTY
and
MASON GENERAL HOSPITAL and FAMILY OF CLINICS
PROFESSIONAL SERVICES CONTRACT
This CONTRACT is made and entered into by and between Mason County, hereinafter referred
to as"COUNTY"and Mason General Hospital and Family of Clinics, referred to as
"CONTRACTOR."
RECITALS:
=WHEREAS;-COUNTY desires to retain a person or firm to provide the following service:
-.._ Hepatitis B vaccinations and Respiratory Fit medical reviews for County employees; and
.- _ = WHEREAS;-CONTRACTOR warrants that it is qualified and competent to render the aforesaid
services.
NOW,THEREFORE,for and in consideration of the CONTRACT made, and the payments to be
made by COUNTY, the parties agree to the following:
SPECIAL CONDITIONS
Safeguarding Personal Information:
-._.. . - .,. 1-4'; Personal information collected, used or acquired in connection with this CONTRACT
:_`--:::1hall:=be Used Solely for the purposes of this CONTRACT. The CONTRACTOR agrees
.::.not .to release,- divulge, publish, transfer, sell or otherwise make known personal
- - - --. :`:`information without the express written consent of COUNTY or as provided by law.
2. CONTRACTOR agrees to implement physical, electronic and managerial safeguards'to
prevent unauthorized access to personal information maintained by CONTRACTOR.
The COUNTY reserves the right to monitor, audit or investigate the use of personal
information collected, used or acquired by the CONTRACTOR through this CONTRACT
_ ... . . - : to the extent required by law, the CONTRACTOR shall certify the return or destruction of
all personal information upon expiration of this CONTRACT.
3. Any breath—of this condition may result in termination of the CONTRACT pursuant to
:-.. "Termination for Default" as set forth below and the demand for return of all records in
- - connection with this CONTRACT. The CONTRACTOR agrees to indemnify and hold the
COUNTY harmless for-any damages related to the CONTRACTOR'S unauthorized use
or disclosure of personal information.
4. The provisions of this Section shall be included in any of CONTRACTOR'S
subcontract(s) relating to the services provide under this CONTRACT.
5. "Personal Information" shall mean non-publicly available information identifiable to any
person, including, but not limited to, information that relates to a person's name, health,
finances, education, business, use or receipt of governmental services or other activities,
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addresses, telephone numbers, social security numbers, driver's license numbers, other
identifying numbers, and any financial identifiers. Personal Information includes
"Protected Health Information" as set forth in 45 CFR §160.103 as currently drafted and
subsequently amended or revised and other information that may be exempt from
disclosure to the public or other unauthorized persons under either Chapter 42.56 RCW,
42 USC §§1320 et seq., 42 CFR Part 2, Chapters 70.02, 70.24. 70.96A and 71.05 RCW
or other state and federal statutes and regulations governing confidentiality or disclosure.
GENERAL CONDITIONS
Scope of Services:
__.• CONTRACTOR agrees to provide COUNTY the services and any materials as set forth as
- = _ identified in "Exhibit AScope-of-Services," during the CONTRACT period. No material, labor or
facilities will be furnished by COUNTY, unless otherwise provided for in the CONTRACT.
Term:
The performance period forthis-CONTRACT will start on the date of last signature and will end
December 31, 2020
Services Outside of Term:
-- : •- -- Services provided-by-CONTRACTOR prior to or after the term of this CONTRACT shall be
- performed at the expense of CONTRACTOR and are not compensable under this CONTRACT
--• -. unless both parties hereto agree to such provision in writing. The term of this CONTRACT may
be extended by mutual consent of the parties; provided, however, that the CONTRACT is in
writing and signed by both parties.
Extension:
duration of this CONTRAGT..may be extended by mutual written consent of the parties, for a
period of up to one year, and for a total of no longer than four years.
Independent Contractor:
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. All payments made hereunder and all services performed shall be made and
_ _._._= _-_performed pursuant to-this_CONTRACT by the CONTRACTOR as an independent contractor.
- CONTRACTOR acknowledges that the entire compensation for this CONTRACT is specified in
` :'Exhibit B Compensation and the CONTRACTOR is not entitled to any 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 employees of COUNTY. The CONTRACTOR
--represents that he/she/it maintains a separate place of business, serves clients other than
COUNTY, will report all income and expense accrued under this CONTRACT to the Internal
Revenue Service,and has a fax 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.
CONTRACTOR will defend, indemnify and hold harmless 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.
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Taxes:
CONTRACTOR understands and acknowledges that COUNTY will not withhold Federal or State
income taxes. Where required by State or Federal law, the CONTRACTOR authorizes
COUNTY to withhold for any taxes other than income taxes (i.e., Medicare). All compensation
received by the CONTRACTOR will be reported to the Internal Revenue Service at the end of
the calendar year in accordance with the applicable IRS regulations. It is the responsibility of
the CONTRACTOR to make the necessary estimated tax payments throughout the year, if any,
and the-CONTRACTOR is solely liable for any tax obligation arising from the CONTRACTOR's
performance of this CONTRACT. The CONTRACTOR hereby agrees to indemnify COUNTY
O`against any demand to pay taxes arising from the CONTRACTOR's failure to pay taxes on
compensation earned pursuant to this CONTRACT.
= — OUNTY--will pay-sales and use taxes imposed on goods or services acquired hereunder as
.,. =required by law. The CONTRACTOR must pay all other taxes, including, but not limited to,
:... ._ Business and.Occupation Tax, taxes based on the CONTRACTOR's gross or net income, or
personal o —to-whhch COUNTY does not hold title. COUNTY is exempt from Federal •
pr pehy- - p
Excise Tax.
No Guarantee of Employment:
The performance of all or part of this CONTRACT by the CONTRACTOR shall not operate to
vest any employment rights whatsoever and shall not be deemed to guarantee any employment
-" -of CONTRACTOR or any employee of CONTRACTOR or any sub-contractor or any employee
of any sub-contractor by COUNTY at the present time or in the future.
__ :: Accounting and Payment for CONTRACTOR Services:
- -- 7:- Payment to the CONTRACTOR for services rendered under this CONTRACT shall be as set
forth in-"Exhibit B Compensation." Where Exhibit "B" requires payments by the COUNTY,
-- =-- =payment shall be based upon written claims supported, unless otherwise provided in Exhibit"B,"
--- -_ zby documentation of units of work actually performed and amounts earned, including, where
-_... aappropriate, the actual number of days worked each month, total number of hours for the month,
-- - - T : and the total dollar payment requested, so as to comply with municipal auditing requirements.
=.- ._Acceptable invoices will be processed within 30 days of receipt.
- Unless specifically stated in Exhibit "B" or approved in writing in advance by the official
-executing this CONTRACT for COUNTY or his or her designee (hereinafter referred to as the
"Adrninlstt`a-five Officer"). COUNTY-will not reimburse the CONTRACTOR for any costs or
.. ...:=•:-:expenses incurred by=the CONTRACTOR in the performance of this CONTRACT. Where
required, COUNTY shall, upon receipt of appropriate documentation, compensate the
CONTRACTOR, no more often than monthly, in accordance with COUNTY's customary
procedures, pursuant to the fee schedule set forth in.Exhibit"B."
Withholding Payment:
In the event the CONTRACTOR has failed to perform any obligation under this CONTRACT
within the times set forth in this CONTRACT, then COUNTY may, upon written notice, withhold
from amounts otherwise due and payable to CONTRACTOR, without penalty, until such failure
to perform is cured or otherwise adjudicated. Withholding under this clause shall not be deemed
a breach entitling CONTRACTOR to termination or damages, provided that COUNTY promptly
gives notice in writing to the CONTRACTOR of the nature of the default or failure to perform,
and In no case more than ten (10) days after it determines to withhold amounts otherwise due.
A determination of the Administrative Officer set forth in a notice to the CONTRACTOR of the
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action required and/or the amount required to cure any alleged failure to perform shall be
deemed conclusive, except to the extent that the CONTRACTOR acts within the times and in
strict accord with the provisions of the Disputes clause of this CONTRACT. COUNTY may act
In accordance with any determination of the Administrative Officer which has become conclusive
under this clause, without prejudice to any other remedy under the CONTRACT, to take all or
any of the following actions: (1)cure any failure or default, (2)to pay any amount so required to
be paid and to charge the same to the account of the CONTRACTOR, (3)to set off any amount
so paid or incurred from amounts due or to become due the CONTRACTOR. In the event the
CONTRACTOR obtains relief upon a claim under the Disputes clause, no penalty or damages
T. shall accrue: to:CONTRACTOR by reason of good faith withholding by COUNTY under this
clause.
Labor Standards:
CONTRACTOR=agrees-to-comply-with all applicable state and federal requirements, including
r- mot not-]ir»ited=to-those-pertaining'to payment of wages and working conditions, in accordance
with;-The Americans with Disabilities;'Act of 1990; and the Contract Work Hours and Safety
Standards=Act, rovIdin for weekly payment of wages, minimum overtime pay, and providing
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the r 1abbrere- rnechanic--smell=be required to work in surroundings or under conditions which
are :unsanitary';-hazardous,-or-dangerous to health and safety as determined by regulations
rómulted the federal Secretary of Labor and/or the State of Washington.
Assignment and Subcontracting:
The performance:of all-activities contemplated by this CONTRACT shall be accomplished by
CONTRACTOR. No portion of this`CONTRACT may be assigned or subcontracted to any other
Indlvldual, firm or:entity without the express and prior written approval of COUNTY.
Conflict of Interest:
If at any time prior-to commencement of, or during the term of this CONTRACT, CONTRACTOR
_ or any of its employees involved in the performance of this CONTRACT shall have or develop
an:interest in:the subject matter 'of this CONTRACT that is potentially in conflict with the
COUNTY's interest,'then CONTRACTOR shall immediately notify COUNTY of the same. The
notification of COUNTYshall be made with sufficient specificity to enable COUNTY to make an
informed judgment as to whether or not COUNTY's interest may be compromised in any manner
by 'the existence:-of-the conflict;. actual or potential. Thereafter, COUNTY may require
CONTRACTOR to take reasonable steps to remove the conflict of interest. COUNTY may also
terminate this-CONTRACT according to the provisions herein for termination.
Non-Discrimination in Employment:
COUNTY's policy is to provide-,equal opportunity in all terms, conditions and privileges of
employment for all-qualified applicants and employees without regard to race, color, creed,
_ - religion,-national origin, sex-sexual orientation, age, marital status, disability, or veteran status.
_ CONTRACTOR shall comply with all laws prohibiting discrimination against any employee or
applicant for employment on the grounds of race, color, creed, religion, national origin, sex,
sexual -orientation; age, -marital status, disability, or veteran status, except where such
constitutes a bona fide occupational qualification.
Furthermore, in those cases in which CONTRACTOR is governed by such laws,
CONTRACTOR shall take affirmative action to insure that applicants are employed, and treated
during employment,without regard to their race, color, creed, religion, national origin, sex, age,
marital status, sexual orientation, disability, or veteran status, except where such constitutes a
bona fide occupational qualification. Such action shall include, but not be limited to: advertising,
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hiring, promotions, layoffs or terminations, rate of pay or other forms of compensation benefits,
selection for training including apprenticeship, and participation in recreational and educational
activities. In all solicitations or advertisements for employees placed by them or on their behalf,
CONTRACTOR shall state that all qualified applicants will receive consideration for employment
without regard to race, color, religion, sex or national origin.
The foregoing provisions shall also be binding upon any sub-contractor, provided that the
foregoing provision shall not apply to contracts or sub-contractors for standard commercial
supplies or raw materials, or to sole proprietorships with no employees.
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Non-Discrimination in Client Services:
shall not discriminate on the grounds of race, color, creed, religion, national
:.::.:origin, sex, age, marital status, sexual orientation, disability, or veteran status; or deny an
—•- -- individual or business any service or benefits under this CONTRACT; or subject an individual or
to segregation or separate treatment in any manner related to his/her/its receipt any
. .. :.. service or services or other benefits provided under this CONTRACT; or deny an individual or
-7 - .:bus!ness an opportunity to participate in any program provided by this CONTRACT.
Confidentiality:
-- -.....- _. CONTRACTOR, its --employees, sub-contractors, and their employees shall maintain the
_ 7 confidentiality of all Information provided by COUNTY or acquired by CONTRACTOR in
performance of this CONTRACT, except upon the-prior written consent of COUNTY, as required
. by law or an order entered by a court after having acquired jurisdiction over COUNTY.
_ _ _ .. . CONTRACTOR shall immediately give to COUNTY notice of any public records request or
judicial proceeding seeking disclosure of such information. CONTRACTOR agrees that upon
receiving any request pursuant to the Public Records Act for public access to or disclosure of
any confidential information as-defined by this agreement of COUNTY's in CONTRACTOR's
• possession or control,_CONTRACTOR will notify COUNTY of such request and provide at least
._:. _ .-__.._. _::-..5 days written notice of such request prior to public disclosure of the documents. CONTRACT
-. - - -I-._: a may take such efforts to assertor exercise any rights available to COUNTY under the Act to
_ . : ; prevent or limit such public disclosure or access at COUNTY's sole and exclusive expense.
CONTRACTOR shall indemnify and hold harmless COUNTY, its officials, agents or employees
'from all loss or expense, including, but not limited to, settlements, judgments, setoffs, attorneys'
fees and costs resulting from CONTRACTOR's breach of this provision.
Right to Review:
- - _.. This CONTRACT is subject to review by any Federal, State or COUNTY auditor. COUNTY or
=-:. .... its designee shall have the right to review and monitor the financial and service components of
. - this program by whatever-means are deemed expedient by the Administrative Officer or by
COUNTY's Auditor's Office Such review may occur with or without notice and may include, but
-- • :is not limited to, on-site inspection by COUNTY agents or employees, inspection of all records
..brother materials which COUNTY deems pertinent to the CONTRACT and its performance, and
_ • 'any and all communications with or evaluations by service recipients under this CONTRACT.
--._CONTRACTOR shall preserve and maintain all financial records and records relating to the
- performance of work under this CONTRACT for six (6)years after CONTRACT termination, and
shall make them available for such review, within Mason County, State of Washington, upon
request. CONTRACTOR also agrees to notify the Administrative Officer in advance of any
inspections, audits, or program review by any individual, agency, or governmental unit whose
purpose is to review the services provided within the terms of this CONTRACT. If no advance
notice is given to CONTRACTOR, then CONTRACTOR agrees to notify the Administrative
Officer as soon as it is practical.
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Insurance Requirements:
At a minimum, CONTRACTOR shall provide insurance that meets or exceeds the requirements
detailed in "Exhibit C Insurance Requirements."
Insurance as a Condition of Payment:
Payments due to CONTRACTOR under this CONTRACT are expressly conditioned upon the
CONTRACTOR's-strict-compliance with all insurance requirements under this CONTRACT.
.'Payment-•to CONTRACTOR shall be suspended in the event of non-compliance. Upon receipt
=of evidence of full compliance, payments not otherwise subject to withholding or set-off will be
released to CONTRACTOR.
Proof of Insurance:
-= ::.- -=ti4--Certificate=of-Insurance-:naming COUNTY as the Certificate Holder must be provided to
_. COUNTY within five(5) days of CONTRACT execution.
Industrial Insurance Waiver:
_. With respect-to-theperformance of:this CONTRACT and as to claims against COUNTY, Its
-.• _ __ z:Officers;agents and employees,-CONTRACTOR expressly waives its immunity under Title 51 of
:The Revised Code of Washington, the Industrial Insurance Act, for injuries to its employees and
- - ree =that the Obligations-AO indemnify, defend and hold harmless provided in this CONTRACT
extend-tong claim brought by or on behalf of any employee of CONTRACTOR. This waiver is
mutually negotiated by the parties to this CONTRACT.
- CONTRACTOR Commitments,Warranties and Representations:
= = •" - = Any written-commitment received from CONTRACTOR concerning this CONTRACT shall be
binding upon CONTRACT-OR,- unless otherwise specifically provided herein with reference to
- - this _paragraph. Failure _of CONTRACTOR to fulfill such a commitment shall render
CONTRACTOR liable for damages to COUNTY.
Defense and Indemnity Contract:
. = - --.-Indemnification by CONTRACTOR. To the fullest extent permitted by law, CONTRACTOR
• agrees=to_indemnify, defend and hold COUNTY and its departments, elected and appointed
• officials, employees, agents and volunteers, harmless from and against any and all claims,
_damages,-- losses and expenses, including but not limited to court costs, attomey's fees and
-alternative: dispute resolution costs,:-for any personal injury, for any bodily injury, sickness,
disease.df-death and for any damage to or destruction of any property(including the loss of use
resulting therefrom)which 1)are causedin whole or in part by any act or omission, negligent or
otherwise, of the CONTRACTOR, its employees, agents or volunteers or CONTRACTOR's
subcontractors and their employees, agents or volunteers; or 2) are directly or indirectly arising
- - out of, resulting from, or-in-connection with performance of this CONTRACT; or 3) are based
-upon CONTRACTOR's or its subcontractors' use of, presence upon or proximity to the property
of COUNTY.- -This indemnification obligation of CONTRACTOR shall not apply in the limited
circumstance where the claim, damage, loss or expense is caused by the negligence of the
COUNTY. This indemnification obligation of the CONTRACTOR shall not be limited in any way
by the Washington State Industrial Insurance Act, RCW Title 51, or by application of any other
workmen's compensation act, disability benefit act or other employee benefit act, and the
CONTRACTOR hereby expressly waives any immunity afforded by such acts. The foregoing
indemnification obligations of the CONTRACTOR are a material inducement to the COUNTY to
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indemnification obligations of the CONTRACTOR are a material inducement to the COUNTY to
enter into this CONTRACT, are reflected in CONTRACTOR's compensation, and have been
mutually negotiated by the parties.
Participation by County — No Waiver. COUNTY reserves the right, but not the obligation, to
participate in the defense of any claim, damages, losses or expenses and such participation shall
not constitute a waiver of CONTRACTOR's indemnity obligations under this CONTRACT.
Survival- - of- -CONTRACTOR's Indemnity Obligations. CONTRACTOR agrees all
CONTRACTOR's indemnity obligations shall survive the completion, expiration or termination of
this CONTRACT.
Indemnity by Subcontractors. In the event the CONTRACTOR enters into subcontracts to the
extent allowed under this CONTRACT, CONTRACTOR's subcontractors shall indemnify
COUNTY on a basis equal to or exceeding CONTRACTOR's indemnity obligations to COUNTY.
Compliance with Applicable Laws, Rules and Regulations:
This CONTRACT shall be subject to all laws, rules, and regulations of the United States of
America, the State of Washington, political subdivisions of the State of Washington and Mason
County. CONTRACTOR also agrees to comply with applicable Federal, State, County or
municipal standards for licensing, certification and operation of facilities and programs, and
accreditation and licensing of individuals.
Administration of Contract:
COUNTY hereby appoints, and CONTRACTOR hereby accepts, the Mason County's Human
Resources Manager and his or her designee, as COUNTY's representative, hereinafter referred
to as the Administrative Officer, for the purposes of administering the provisions of this
CONTRACT, including COUNTY's right to receive and act on all reports and documents, and any
auditing performed by the COUNTY related to this CONTRACT.
The Administrative Officer for purposes of this CONTRACT is:
Dawn Twiddy,
Human Resources Manager
Mason County Human Resources
411 N 5th Street
Shelton, WA 98584
Phone: 360-427-9670 x422
E-mail: dawnt@co.mason.wa.us
CONTRACTOR's Primary Contact's Information:
Primary Billing Contact: Tina Brown
Director, Business Office
Mason General Hospital & Family of Clinics
901 Mountain View Drive
PO BOX 1668
Shelton, WA 98584
Phone: 360-427-9573
Fax: 360-427-9597
Email: tlbrownmasongeneral.com
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Primary Operations Contact: Mark Batty
Chief Operations Officer
Same Address
Phone: 360-427-9560
Fax: 360-427-1921
Email: mbatty@masongeneral.com
Primary Contract Signer: Rick Smith
:-_._. ..... Chief Financial Officer
Same Address
Phone: 360-432-3260
_. Fax: 360-427-1921
-- _----= Email: rsmith@masongeneral.com
Notice:
Eieepl=as- et-forth elsewhere-"in the CONTRACT, for all purposes under this CONTRACT
e - =_ . = except service pros ess;='notice-shall be given by CONTRACTOR to COUNTY's Administrative
-: -, _ - Officer under this CONTRACT.-Notices and other communication may be conducted via e-
__. _ mail, U.S. mail,-fax, hand-delivery or other generally accepted manner including delivery
services.
Modifications:
__. . Either party:mays requestchanges in-the CONTRACT. Any and all agreed modifications, to be
- - valid and binding upon-either party, shall be in writing and signed by both of the parties.
Termination for Default:
If-CONTRACTOR-defaults-by-failing to perform any of the obligations of the CONTRACT or
-- --- becomes Insolvent or Is declared bankrupt or commits any act of bankruptcy or insolvency or
_. makes an assignment for the benefit of creditors, COUNTY may, by depositing written notice to
CONTRACTOR in the U.S. _mail, terminate the CONTRACT, and at COUNTY's option, obtain
performance -of the=work elsewhere. If the CONTRACT Is terminated for default,
CONTRACTOR shall-not-be entitled to receive any further payments under the CONTRACT
until all work-called for has been fully performed. Any extra cost or damage to COUNTY
resulting :from:such default(s) shall be deducted from any money due or coming due to
CONTRACTOR-._ -CONTRACTOR shall bear any extra expenses incurred by COUNTY in
.__- -completing the -work, including all increased costs for completing the work, and all damage
-- — sustained,or which may be sustained by COUNTY by reason of such default.
-_-:. -_ if a notice of termination for default has been issued and it is later determined for any reason
:that-CONTRACTOR was not in default, the rights and obligations of the parties shall be the
_ same as-if the notice of-termination-had been issued pursuant to the Termination for Public
Convenience paragraph hereof.
Termination for Public Convenience:
COUNTY may terminate this CONTRACT in whole or in part whenever COUNTY determines, in
its sole discretion that such termination is in the interests of COUNTY. Whenever the
CONTRACT is terminated in accordance with this paragraph, CONTRACTOR shall be entitled
to payment for actual work performed in compliance with Exhibit A Scope-of-Services and
Exhibit B Compensation. An equitable adjustment in the CONTRACT price for partially
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completed items of work will be made, but such adjustment shall not include provision for loss of
anticipated profit on deleted or uncompleted work. Termination of this CONTRACT by COUNTY
at any time during the term, whether for default or convenience, shall not constitute breach of
CONTRACT by COUNTY.
Termination for Reduced Funding:
COUNTY may terminate this CONTRACT in whole or in part should COUNTY determine, in its
sole discretion, that such termination is necessary due to a decrease in available funding
including State and/or Federal grants. Whenever the CONTRACT is terminated in accordance
with this paragraph, the CONTRACTOR shall be entitled to payment for actual work performed
in compliance with Exhibit A Scope-of-Services and Exhibit B Compensation.
Disputes:
-_.__.... _= 1. Differences between the CONTRACTOR and COUNTY, arising under and by virtue of the
__• ___ AGREEMENT shall be brought to the attention of COUNTY at the earliest possible time In order
7,7 :.: that such matters maybe settled or other appropriate action promptly taken. For objections that
-,are-not made in the-manner specified and within the time limits stated, the records, orders,
. __._. .. _-Palings;instructions;and=decisions of the Administrative Officer shall be final and conclusive.
:2. The CONTRACTOR shall not beentitled to additional compensation which otherwise may be
��. _: :.___: payable, or to extension of-time-#or (1) any act or failure to act by the Administrative Officer of
:_:- COUNTY, or (2) the-happening-''of any event or occurrence, unless the CONTRACTOR has
._ _. .. ..._.._: -given COUNTY-eAvdtten Noticeiof=Potential Claim within ten(10)days of the commencement of
:--:the act, failure; or event giving rise'to the claim, and before final payment by COUNTY. The
--written Notice of Potential Claim'"shall set forth the reasons for which the CONTRACTOR
1.._. v believes additional compensation or-extension of time is due, the nature of the cost involved,
- ..-- and insofar as:possible, the amount:tif the potential claim. CONTRACTOR shall keep full and
�... _. -complete daily'recordsof the work"performed, labor and material used, and all costs and
additional time claimed to be additional.
3. The CONTRACTOR shall not be entitled to claim any such additional compensation, or
extension of time, unless within thirty(30)days of the accomplishment of the portion of the work
from which the claim arose, and before final payment by COUNTY, the CONTRACTOR has
given COUNTY a detailed written;;statement of each element of cost or other compensation
requested and of all elements=6f7:additional time required, and copies of any supporting
documents evidencing the amount or the extension of time claimed to be due.
Arbitration:
Other than claims for injunctive relief brought by a party hereto (which may be brought either in
court or pursuant to this arbitration provision), and consistent with the provisions hereinabove,
any claim, dispute.or controversy between the parties under, arising out of, or related to this
CONTRACT or otherwise, including issues of specific performance, shall be determined by
E- arbitration in Shelton, Washington, under the applicable American Arbitration Association (AAA)
= rules in effect on the date hereof, as modified by this CONTRACT. There shall be one arbitrator
selected by the parties within ten (10) days of the arbitration demand, or if not, by the AAA or
any other group having similar credentials. Any issue about whether a claim is covered by this
CONTRACT shall be determined by the arbitrator. The arbitrator shall apply substantive law
and may award injunctive relief, equitable relief (including specific performance), or any other
remedy available from a judge, including expenses, costs and attorney fees to the prevailing
party and pre-award interest, but shall not have the power to award punitive damages. The
decision of the arbitrator shall be final and binding and an order confirming the award or
judgment upon the award may be entered in any court having jurisdiction. The parties agree
that the decision of the arbitrator shall be the sole and exclusive remedy between them
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regarding any dispute presented or pled before the arbitrator. At the request of either party
made not later than forty-five (45)days after the arbitration demand, the parties agree to submit
the dispute to nonbinding mediation,which shall not delay the arbitration hearing date; provided,
that either party may decline to mediate and proceed with arbitration.
Any arbitration proceeding commenced to enforce or interpret this CONTRACT shall be brought
within six (6)years after the initial occurrence giving rise to the claim, dispute or issue for which
arbitration is commenced, regardless of the date of discovery or whether the claim, dispute or
issue-was_continuing_in nature. _Claims, disputes or issues arising more than six (6) years prior
to a written-request-or demand for arbitration issued under this Agreement are not subject to
arbitration.
Venue and Choice of Law:
In=-the eevent-that any-litigation should arise concerning the construction or interpretation of any of
the=terms otttiis:CONTRACT, the-venue of such action of litigation shall be in the courts of the
_.:State of.Washington and Mason'County. Unless otherwise specified herein, this CONTRACT
shall be govemed by the laws of the State of Washington.
Severability:
-ff-any_term=or-condition =of=this CONTRACT or the application thereof to any person(s) or
circumstances is:held invalid, such Invalidity shall not affect other terms, conditions or
- _==applications rhldvean-be=given effect without the invalid term, condition or application. To this
-=ends-the=tenne-and conditions of this CONTRACT are declared severable.
Waiver:
Waiver of-anybreach-orcondition of this CONTRACT shall not be deemed a waiver of any prior
_or subsequent breach. No term or condition of this CONTRACT shall be held to be waived,
_ modified or-deleted except by an instrument, in writing, signed by the parties hereto. The failure
of COUNTY to insist upon strict performance of any of the covenants of this CONTRACT, or to
'exercise any=option-herein conferred in any one or more Instances, shall not be construed to be
-a waiver or relinquishment of any such, or any other covenants or contracts, but the same shall
be and remain in full force and effect.
Order of Precedence:
A. Applicable federal,-state and county statutes, regulations, policies, procedures, federal Office
- of Management.and Budget(OMB)circulars and federal and state executive orders.
B. Exhibit C Insurance Requirements
C. Special Conditions
D. General Condition
E. Exhibits A and B
Entire Contract:
This written.CONTRACT, comprised of the writings signed or otherwise identified and attached
hereto, representslhe-entire-CONTRACT between the parties and supersedes any prior oral
statements, discussions or understandings between the parties.
IN WITNESS WHEREOF, COUNTY and CONTRACTOR have executed this CONTRACT as
of the date and year last written below.
Mason General&Family of Clinics BOARD OF COUNTY COMMISSIONERS
MASON COUNTY,WASHINGTON
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£ v
Rick Smith, Chief Financial Officer Kevin Shutty, Cha
Dated: ,i-e-VL42 � Dated:
APPROVED AS TO FORM:
Tim Whitehead.Chief DPA
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EXHIBIT A
SCOPE OF SERVICES
CONTRACTOR will provide the following occupational health medical services to COUNTY
Employees:
1. Hepatitis B Series Vaccination as required by WAC 296-823-13005.
_ _ _—_-_,:.2. -A copy of the employee's hepatitis B vaccination status, including the dates of all
r, :.... the hepatitis B vaccinations shall be sent to Mason County Human Resources in
a confidential marked envelope to be put in the employee's medical file, as
... -. required by WAC 296-823-17005.
3. Confidential mail should be clearly marked and mailed to:
--. Mason County Human Resources
411 N 5t Street
Shelton, WA 98584
- 4. Employee Respirator Fit Medical Review including written recommendation to
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• ::-employer and employee in accordance with WAC 296-842-14005.
6:: Ernployee Respirator Fit Testing and provide appropriate testing supplies in
accordance with WAC 296-842-15005.
:: _COUNTY'S Human Resources will provide employees with the Hepatitis B Vaccination
Consent/Declinaticim.Form as -well as the Medical Screening Form for Respirators prior to
employees arriving-at-Masorr..General Hospital to receive their vaccination and/or Respirator Fit
Test.
COUNTY'S Human Resources will provide CONTRACTOR with the names of the employees
that need a Hepatitis B Series Vaccination, an Employee Respirator Fit Medical Review and or
Fit Testing.
No other COUNTY-Department may schedule or obtain copies of employee's records on behalf
of COUNTY'S Human Resources.
Should there be a staff change in COUNTY'S Human Resources, COUNTY will promptly notify
CONTRACTOR. The current Staff is:
Mason County Support Services
Human Resources
Frank Pinter, Support Services Director 360-427-9670 x530 fpinter@co.mason.wa.us
-Dawn Twiddy, HR Manager 360-427-9670 x422 dawnt@co.mason.wa.us
_.- • Nichole Wilston, Risk& Safety Compliance Manager 360-427-9670 x643 nwilston@co.mason.wa.us
•---Meghan-Andrews, Personnel Analyst 360-427-9670 x290 meghana(a.co.mason.wa.us
EXHIBIT B
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COMPENSATION
A. Compensation:
CONTRACTOR will be compensated for actual services rendered.
CPT 90746 Hepatitis B Vaccination(each dose) $105.00
CPT 90471 Immunization Administration (per injection) $ 39.90
--— —----CPT 94799 Respirator Fit Testing—Administration &Review $ 17.00
1~it:Testing Supplies $ 4.00
B. Requests for Payment:
At a =minimum-the invoice is to include: performance period; date of submission;
CONTRAC-TOR's-neme—_remittance address and phone number; a list of employees with CPT
_ __ erode or description and_:any=associated supply charge for each amount being billed per
employee; invoice total; and any additional applicable information.
= 2. Submit via e-mail or hard copy as preferred to:
Mason County Human Resources _
• Dawn Twiddy, Human Resources Manager
411 N 5th Street
Sheiton,_WA 98584 _
Phone: 360-427-8422
Fax: 360-427-8439
Email: dawnt(a�co.mason.wa.us
• - 3.Payment will be made to CONTRACTOR within thirty (30) days of the receipt of a complete
and accurate invoice
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EXHIBIT C
INSURANCE REQUIREMENTS
A.MINIMUM Insurance Requirements:
1. Commercial General Liability Insurance using Insurance Services Office "Commercial
General Liability" policy form CG 00 01, with an edition date prior to 2004, or the exact
equivalent. Coverage for an additional insured shall not be limited to its vicarious liability.
Defense-costs-must be-paid-in-addition to limits. Limits shall be no less than $1,000,000 per
occurrence for.all covered losses and no less than $2,000,000 general aggregate, for bodily
injury,:personal injury, and property-damage, including without limitation, blanket contractual
liability.
2.--Workers' Cgmpensation on a state-approved policy form providing statutory benefits as
required=by law--with--employer's liability limits for CONTRACTOR's, with two (2) or more
employees and/or volunteers, no less than $1,000,000 per accident for all covered losses.
3 Business Auto coverage on ISO Business Auto Coverage form CA 00 01 including owned,
non caned and=hired autos, or the exact equivalent. Limits shall be no less than $1,000,000 per
accident; combined single limit. If CONTRACTOR owns no vehicles, this requirement may be
- satisfied by-a non-owned auto endorsement to the general liability policy described above. If
CONTRACTOR or-CONTRACTOR's employees will use personal autos in any way on this
project, CONTRACTOR shall-obtain.-evidence of personal auto liability coverage for each such
person.
4.- Professional -liability =(errors. & omissions) insurance. CONTRACTOR shall maintain
-professional liability insurance that covers the services to be performed in connection with this
_ =CONTRACT, in the minimum-amount of$1,000,000 per claim and in the aggregate. Any policy
inception date, continuity date, or retroactive date must be before the effective date of this
agreement-and Consultant-agrees-to maintain continuous coverage through a period no less
than three years after completion of the services required by this CONTRACT.
5. Excess or Umbrella Liability Insurance(Over Primary) if used to meet limit requirements, shall
provide coverage:at least as:broad-as specified for the underlying coverages. Such policy or
policies shall include as insureds those covered by the underlying policies, including additional
insureds. Coverage shall be 'pay on behalf', with defense costs payable in addition to policy
limits;There shall be no cross liability exclusion precluding coverage for claims or suits by one
insured against another. Coverage shall be applicable to COUNTY for injury to employees of
CONTRACTOR,subcontractors or others involved in the Work. The scope of coverage provided
is subject to approvalof COUNTY following receipt of proof of insurance as required herein.
B.Certificate of Insurance:
A Certificate_of Insurance naming COUNTY as the Certificate Holder must be provided to
COUNTY within five(5)days of CONTRACT execution.
C. Basic Stipulations:
1. CONTRACTOR agrees to endorse third party liability coverage required herein to include as
additional insureds COUNTY, its officials, employees and agents, using ISO endorsement CG
20 10 with an edition date prior to 2004. CONTRACTOR also agrees to require all
subcontractors, and anyone else involved in this CONTRACT on behalf of the CONTRACTOR
(hereinafter"indemnifying parties")to comply with these provisions.
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2. CONTRACTOR agrees to waive rights of recovery against COUNTY regardless of the
applicability of any Insurance proceeds, and to require all indemnifying parties to do likewise,
3. All insurance coverage maintained or procured by CONTRACTOR or required of others by
CONTRACTOR pursuant to this CONTRACT shall be endorsed to delete the subrogation
condition as to COUNTY, or must specifically allow the named insured to waive subrogation
prior to a loss.
:4 _a1l:coverage types-and limits required are subject to approval, modification and additional
requirements by COUNTY. CONTRACTOR shall not make any reductions in scope or limits of
_..:- 'caVerage that may-affect COUNTY's protection without COUNTY's prior written consent. •
5 CONTRACTOR agrees=upon request by COUNTY to provide complete, certified copies of any
policies required within 0 da s-of such request. COUNTY has the right, but not the duty, to
obtain-.any insurance it deems necessary to protect its interests. Any premium so paid by
COUNTY shall be charged to and promptly paid by CONTRACTOR or deducted from sums due
�:7_77 = CONTRACTOR:-ArTy=aerial-Or-:alleged failure on the part of COUNTY or any other additional
-. .__._insured:under these requirements-to obtain proof of insurance required under this CONTRACT
._in no-way waives any right or remedy of COUNTY or any additional insured, in this or in any
other regard.
-.:_ 6-It is acknowledged by the parties of this CONTRACT that all insurance coverage required to
.'17g - be provided by CONTRACTOR orindemnifying party, is intended to apply first and on a primary
L. _ . ::. non-contributing basis in relation-to any other insurance or self-insurance available to COUNTY.
L 7. CONTRACTOR agrees not to self-insure or to use any self-insured retentions on any portion
__--=.- . . of the Insurance required herein and further agrees that it will not allow any indemnifying party to
self- insure its obligations to COUNTY. If CONTRACTOR's existing coverage includes a self-
: -::_:insured retention, the self-insured retention must be declared to the COUNTY. The COUNTY
:: may review options with CONTRACTOR, which may include reduction or elimination of the self-
::;- _ _- insured retention, substitution of other coverage, or other solutions.
-8. CONTRACTOR will renew the required coverage annually as long as COUNTY, or its
• "`employees or agents face an exposure from operations of any type pursuant to this
CONTRACT. This obligation applies whether or not the CONTRACT is canceled or terminated
_Y for any-reason. Termination of this obligation is not effective until COUNTY executes a written
statement to that effect.
9."The limits of insurance as described above shall be considered as minimum requirements.
. ._. . . Should_any coverage carried by CONTRACTOR or a subcontractor of any tier maintain
:... .. . . insurance with limits of liability that exceed the required limits or coverage that is broader than
as outlined above, those higher limits and broader coverage shall be deemed to apply for the
---benefit of any person or organization included as an additional insured and those limits shall
become the required minimum limits of insurance in all Paragraphs and Sections of this
CONTRACT.
10. None of the policies required herein shall be in compliance with these requirements if they
include any limiting endorsement that has not been first submitted to COUNTY and approved of
in writing.
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11. The requirements in this Exhibit supersede all other sections and provisions of this
CONTRACT to the extent that any other section or provision conflicts with or impairs the
provisions of this Exhibit.
12. Unless otherwise approved by COUNTY, insurance provided pursuant to these
requirements shall be by insurers authorized to do business in Washington and with a minimum
A.M. Best rating of A-:VI1.
______1 3.AILinsurance coverage and limits provided by CONTRACTOR and available or applicable to
this agreement are intended to apply-to the full extent of the policies. Nothing contained in this
CONTRACT limits the application of such insurance coverage.
14. CONTRACTOR agrees to provide prompt notice to COUNTY of any notice of cancellation of
any required-policy or of any material alteration or non-renewal of any such policy, other than for
-_ — ___--- _ non-payrnent-of-premium.CONTRACTOR shall assure that this provision also applies to any of
its employees,agents:or.:-subcontractors engaged by or on behalf of CONTRACTOR in relation
to this CONTRACT.
15. COUNTY-reserves the-right_at any time during the term of the CONTRACT to change the
amounts and types-of:Insurance required by giving the CONTRACTOR ninety (90) days
advance written notice of such change. If such change results in substantial additional cost to
the -CONTRACTOR, -the COUNTY and CONTRACTOR may renegotiate CONTRACTOR's
compensation.
16. Requirements of 'specific coverage features are not intended as limitation on other
requirements-or-as-waiver--of"any-coverage normally provided by any given policy. Specific
reference-to a coverage feature is for purposes of clarification only as it pertains to a given issue
and is not intended by any party or insured to be all-inclusive.
17.-CONTRACTOR-agrees to-provide immediate notice to COUNTY of any claim or loss against
CONTRACTOR=arising out of the work performed under this agreement. COUNTY assumes no
obligation or liability by such notice,but has the right(but not the duty)to monitor the handling of
any such claim or claims if they are likely to involve COUNTY.
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