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HomeMy WebLinkAboutHealth Care Delivery Services (2017)MASON COUNTY and HEALTHCARE DELIVERY, INC PROFESSIONAL SERVICES CONTRACT This CONTRACT is made and entered into by and between Mason County, hereinafter referred to as "COUNTY" and Healthcare Delivery, Inc., hereinafter referred to as "CONTRACTOR." COUNTY and CONTRACTOR are referred to collectively as the "parties." RECITALS: WHEREAS, COUNTY desires to retain a person or firm to provide the following service: inmate health services to include medical, dental and mental health for the Mason County Correction facilities; and WHEREAS, CONTRACTOR warrants that it is qualified and possesses the necessary expertise, knowledge, training, and skills, and has the necessary licenses and/or certification to perform the services set forth in this CONTRACT. 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. Personal information collected, used or acquired in connection with this CONTRACT shall 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 breach 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 CONTRACTORS 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, 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. i Individually Identifiable Health Information: CONTRACTOR will ensure compliance with the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191, as amended from time to time with respect to CONTRACTOR's services. General Conditions Scope of Services: CONTRACTOR agrees to provide to COUNTY the services as set forth as identified in "Exhibit A Scope -of -Services," during the CONTRACT period. COUNTY will provide the material, labor or facilities as set forth in this CONTRACT including those set forth in Exhibit A Scope of Services. Term: The term for this CONTRACT will start on date of last signature and will end December 31, 2017, Services Outside of Term: CONTRACTOR shall not be required to perform services as agreed in this CONTRACT prior to or after the term of this CONTRACT. Services provided by CONTRACTOR prior to or after the term of this CONTRACT that are not covered under another contract or agreement 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. Extension: The term of this CONTRACT may be extended by mutual written consent of the parties annually for a period of up to four (4) years. Annual renewals that include fee increases and/or revised terms and conditions are to be executed in a CONTRACT Amendment signed by authorized representatives of the parties. Compensation: CONTRACT total value is not to exceed the fee schedule detailed in "Exhibit B Compensation." Accounting and Payment for CONTRACTOR Services: Payment to the CONTRACTOR for services rendered under this CONTRACT shall be as set forth in "Exhibit B Compensation." CONTRACTOR will submit invoices to COUNTY semi- monthly. The first semi-monthly invoice will be for services provided from the first to the 15th day of the month and the second semi-monthly invoice will be for services provided the 16th through the last day of the month; provided, however, that the parties acknowledge that on -call services will be billed only once per month and will be fully included in the second invoice for each month Invoices will be submitted using the form in "Exhibit D Invoice." Incomplete invoices will not be accepted and will be returned to CONTRACTOR for correction and re -submission. Invoices will be paid on or before the due date which is defined as thirty calendar days from acceptance. COUNTY shall pay a late charge of 2% for any non -disputed charges not paid on or before the due date. In addition, and undisputed charges not paid on or before the due date will accrue interest at the rate of 1 % per month starting on the payment due date and continuing until all non -disputed amounts including late fees and interest due are received in full by CONTRACTOR. CONTRACTOR may stop work, terminate this CONTRACT or pursue other remedies available for non-payment. 2 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 "Administrative Officer); COUNTY will not reimburse the CONTRACTOR for any costs or expenses incurred by the CONTRACTOR in the performance of this CONTRACT." Taxes: CONTRACTOR understands and acknowledges that COUNTY will not withhold Federal or State income taxes. Where required by State or Federal law, CONTRACTOR authorizes COUNTY to withhold for any taxes other than income taxes (i.e., Medicare). All compensation received by 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 CONTRACTOR to make the necessary estimated tax payments throughout the year, if any, and CONTRACTOR is solely liable for any tax obligation arising from CONTRACTOR's performance of this CONTRACT. CONTRACTOR hereby agrees to indemnify COUNTY against any demand to pay taxes arising from CONTRACTOR's failure to pay taxes on compensation earned pursuant to this CONTRACT. COUNTY will pay sales and use taxes imposed on goods or services acquired hereunder as required by law. CONTRACTOR must pay all other taxes, including, but not limited to, Business and Occupation Tax, taxes based on CONTRACTOR's gross or net income, or personal property to which COUNTY does not hold title. COUNTY is exempt from Federal Excise Tax. Labor Standards: CONTRACTOR agrees to comply with all applicable state and federal requirements, including but not limited to those pertaining to payment of wages and working conditions outside of COUNTY facilities, in accordance with RCW 39.12.040, the Prevailing Wage Act; the Americans with Disabilities Act of 1990; the Davis -Bacon Act; and the Contract Work Hours and Safety Standards Act providing for weekly payment of prevailing wages, minimum overtime pay, and providing that no laborer or mechanic shall be required to work in surroundings or under conditions outside of COUNTY facilities, which are unsanitary, hazardous, or dangerous to health and safety as determined by regulations promulgated by the Federal Secretary of Labor and/or the State of Washington. Independent Contractor: CONTRACTOR's services shall be furnished by 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 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 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. 3 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. Assignment and Subcontracting: The performance of all activities contemplated by this CONTRACT shall be accomplished by CONTRACTOR, its employees and sub -contractors. No portion of this CONTRACT may be assigned to any other individual, firm or entity without the express and prior written approval of COUNTY. No Guarantee of Employment: The performance of all or part of this CONTRACT by CONTRACTOR shall not operate to vest any employment rights whatsoever and shall not be deemed to guarantee any employment of CONTRACTOR, employee of CONTRACTOR or any sub -contractor or any employee of any sub -contractor by COUNTY at the present time or in the future. 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 COUNTY shall 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, 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 CONTRACTOR or on behalf of CONTRACTOR, 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 4 supplies or raw materials, or to sole proprietorships with no employees. Non -Discrimination in Client Services: CONTRACTOR 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 business 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 business an opportunity to participate in any program provided by this CONTRACT. Waiver of Noncompetition: CONTRACTOR irrevocably waives any existing rights which it may have, by contract or otherwise, to require another person or corporation to refrain from submitting a proposal to or performing work or providing supplies to COUNTY, and CONTRACTOR further promises that it will not in the future, directly or indirectly, induce or solicit any person or corporation to refrain from submitting a bid or proposal to or from performing work or providing supplies to COUNTY. Ownership of Items Produced: All writings, programs, data, public records or other materials prepared by CONTRACTOR and/or its consultants or sub -contractors, solely for the performance of this CONTRACT, shall be the sole and absolute property of COUNTY. When CONTRACTOR creates any copyrightable materials or invents any patentable property, CONTRACTOR may copyright or patent the same, but COUNTY retains a royalty -free, nonexclusive and irrevocable license to reproduce, publish, recover, or otherwise use the materials or property and to authorize other governments to use the same for state or local governmental purposes. CONTRACTOR further agrees to make research, notes, and other work products produced in the performance of this CONTRACT available to COUNTY upon request. Work Product: Subject to all applicable restrictions, including those under the Health Insurance Portability and Accountability Act (HIPPA), CONTRACTOR will provide COUNTY with copies II work product including; treatment notes, reports, charts and similar items. Confidentiality: CONTRACTOR, its employees, sub -contractors, and their employees shall maintain the confidentiality of all non -publicly available information provided by COUNTY or acquired by CONTRACTOR in performance of this CONTRACT, except upon the prior written consent of COUNTY or an order entered by a court after having acquired jurisdiction over COUNTY. CONTRACTOR shall immediately give to COUNTY notice of any judicial proceeding seeking disclosure of such information. 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 5 or other 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. Insurance Requirements• CONTRACTOR shall provide insurance that meets, or at CONTRACTOR's election, 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: A Certificate of Insurance naming COUNTY as the Certificate Holder must be provided to COUNTY prior to CONTRACT execution. The Certificate of Insurance provided must be a complete copy including all exclusions. Industrial Insurance Waiver: With respect to the performance of this CONTRACT and as to claims against COUNTY, its 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 agrees that the obligations to indemnify, defend and hold harmless provided in this CONTRACT extend to any claim brought by or on behalf of any employee of CONTRACTOR. This waiver is mutually negotiated by the parties to this CONTRACT. 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, attorney's fees and alternative dispute resolution costs, for any personal injury, for any bodily injury, sickness, disease or death and for any damage to or destruction of any property (including the loss of use resulting therefrom) 1) to the extent caused by any act or omission, negligent or otherwise, of the CONTRACTOR, its employees or agents or CONTRACTOR's subcontractors and their employees or agents; or 2) to the extent directly or indirectly arising out of, resulting from a breach of CONTRACTOR'S obligations under this CONTRACT. This indemnification obligation of CONTRACTOR shall not apply to the extent the claim, damage, loss or expense is caused by the negligence or willful misconduct of COUNTY or any of its elected or appointed officials, employees, agents or volunteers. 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 6 acts. The foregoing indemnification obligations of the CONTRACTOR are a material inducement to 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. Indemnification by COUNTY -to the fullest extent permitted by law, COUNTY agrees to indemnify, defend and hold CONTRACTOR and its employees, agents and sub -contractors harmless from and against any and all claims for damages, losses and expenses including, but not limited to court costs, attorney's fees and alternate dispute resolution costs for any personal injury, bodily injury, sickness, disease or death and for any damages or destruction to property (including loss of use resulting therefrom) 1) to the extent caused by an act or omission, negligent or otherwise of COUNTY or any of its elected or appointed officials, employees, agents or volunteers; or 2) to the extent directly or indirectly arising out of, resulting from or in connection with a breach of COUNTY's obligations under this CONTRACT. This indemnification obligation of COUNTY shall not apply to the extent of the claim, damage, loss or expense is caused by the negligence of CONTRACTOR, its employees, agents or sub• contractors and their employees, agents or sub -contractors. Without limiting the foregoing, the COUNTY will defend, indemnify and hold CONTRACTOR harmless from any claim, loss, liability or damage resulting from the failure to provide medical care, treatment, diagnostics or pharmaceuticals to any person where CONTRACTOR has advised the COUNTY in writing (if the COUNTY is so advised by CONTRACTOR personnel then on site at the facility) or orally (if the COUNTY is so advised through CONTRACTOR's consulting line and CONTRACTOR maintains a contemporaneous written or electronic record of what was advised) of the medical necessity therefor, including any situation where the failure results from a non -medical decision made by the COUNTY (for example, a decision not to transport or not to transport by a faster means). Survival of Indemnity Obligations. The parties agree that their respective indemnity obligations shall survive the completion, and three years beyond the 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 CONTRACTOR's indemnity obligations to COUNTY. E-Verify: The E-Verify contractor program for Mason County applies to contracts of $100,000 or more and subcontracts for $25,000 or more if the primary contract is for $100,000 or more. CONTRACTOR represents and warrants that it will, for at least the duration of this CONTRACT, register and participate in the status verification system for all newly hired employees. The term "employee" as used herein means any person that is hired to perform work for Mason County. As used herein, "status verification system" means the Illegal Immigration Reform and Immigration Responsibility Act of 1996 that is operated by the United States Department of Homeland Security, also known as the E-Verify Program, or any other successor electronic verification system replacing the E-Verify Program. CONTRACTOR agrees to maintain records of such compliance and, upon request of the COUNTY, to provide a copy of each such verification to the COUNTY. CONTRACTOR further represents and warrants that any person assigned to perform services hereunder meets the employment eligibility requirements of all immigration laws of the State of Washington. CONTRACTOR understands and agrees that any breach of these warranties may subject CONTRACTOR to the following: (a) termination of this 7 CONTRACT and ineligibility for any Mason County Contract for up to three (3) years, with notice of such cancellation/termination being made public. In the event of such termination/cancellation, CONTRACTOR would also be liable for any additional costs incurred by the COUNTY due to contract cancellation or loss of license or permit." CONTRACTOR will review and enroll in the E-Verify program through this website: www.uscis.gov 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 accreditation and licensing of individuals. Administration of Contract: COUNTY hereby appoints, and CONTRACTOR hereby accepts, the Mason County's Corrections Chief 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 COUNTYs 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: Kevin Hanson, Corrections Chief Mason County Sheriffs Office P. 0. Box 1037 Shelton, WA 98584 Phone: 360-426-2167 Ext. 369 E-mail: KHanson@co.mason.wa.us CONTRACTOR's Primary Contact's Information: Shannon Slack, President Healthcare Delivery, Inc. 9039 Silverspot Dr. SE Tumwater, WA 98501 Phone: 360-742-6882 E-mail: Isyoung360@gmail.com Notice: Except as set forth elsewhere in the CONTRACT, for all purposes under this CONTRACT except service of process, 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 may request changes 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 s to CONTRACTOR in the U.S. mail, terminate the CONTRACT, and at COUNTY's option, obtain performance of the work elsewhere provided however that COUNTY may not give such notice or termination unless it has previously given CONTRACTOR written notice of default and CONTRACTOR has not cured such default within fifteen (15) days after receipt of such notice. 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. Termination for Reduced Funding: COUNTY may terminate this CONTRACT upon not less than sixty (60) days prior written notice to CONTRACTOR specifying the effective date of termination 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 through the effective date of termination. Disputes: 1. Differences between the CONTRACTOR and COUNTY, arising under and by virtue of the CONTRACT shall be brought to the attention of the other party at the earliest possible time in order that such matters may be settled or other appropriate action promptly taken. 2. The CONTRACTOR shall not be entitled to additional compensation which otherwise may be payable, or to extension of time for (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 a written Notice of Potential Claim within thirty (30) 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 believes additional compensation or extension of time is due, the nature of the cost involved, and insofar as possible, the amount of the potential claim. CONTRACTOR shall keep full and complete daily records of 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 of 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 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 9 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 regarding any dispute presented or pied 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 three (3) 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 three (3) years prior to a written request or demand for arbitration issued under this CONTRACT are not subject to arbitration. Venue and Choice of Law: In the event that any litigation should arise concerning the construction or interpretation of any of the terms of this 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 governed by the laws of the State of Washington. Severability: If 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 which can be given effect without the invalid term, condition or application. To this end, the terms and conditions of this CONTRACT are declared severable. Waiver: Waiver of any breach or condition 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 either party 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, federal Office of Management and Budget (OMB) circulars and federal and state executive orders. B. Exhibit C Insurance Requirements C. Exhibits A, B and D D. CONTRACT -Special Conditions E. CONTRACT -General Conditions Entire Contract: This written CONTRACT, comprised of the writings signed or otherwise identified and attached hereto, represents the entire CONTRACT between the parties and supersedes any prior oral statements, discussions or understandings between the parties. 10 IN WITNESS WHEREOF, COUNTY and CONTRACTOR have executed this CONTRACT as of the date and year last written below. HEALTHCARE DELIVERY, INC Shannon Slack, President Dated: n7 - 020/ % BOARD OF COUNTY COMMISSIONERS MASON COUNTY, W. INGTON Alt /AI I� Kevin Shutty, Crair 1 Dated: 3-i3-To/ 7 MASON COUNTY SHERIFF'S OFFICE f Dated: ZD — /7 f APPROI(ED AS TO FORM: Tim Whitetreaa7Chief DPA 11 EXHIBIT A SCOPE OF SERVICES A. The services to be performed by the CONTRACTOR under this CONTRACT are set forth as follows: 1. CONTRACTOR shall provide licensed healthcare providers to conduct sick call daily between the hours of 0700 and 1600 except for weekends or holidays. Additional sick calls, including evening, weekend and holiday sick call will be scheduled as mutually agreed to meet the demand of inmate population levels or acuity. 2. CONTRACTOR will see all inmates within forty-eight hours of submitting their request to be seen. Seventy-two hours for weekends and holidays. 3. Times for conducting sick call shall be arranged with the Jail administration to assure that all security needs are met. 4. CONTRACTOR shall review the Inmate Receiving Screening Form within forty-eight hours of receipt and make certain that the urgent needs are met and current medications are provided. The inmate will be scheduled for a 14-day health Assessment. 5. CONTRACTOR will develop a procedure in coordination with Correctional Staff to effect an efficient transfer of pertinent medical information to emergency facilities, outside specialty care providers and other correctional facilities. 6. CONTRACTOR will provide on -site assessments and administrative segregation rounds daily. Appropriate follow up care will be scheduled as needed. 7. CONTRACTOR will conduct health appraisals on any inmate that is in custody within three to fourteen days as recommended by NCCHC and ACA. 8. CONTRACTOR will refer inmates to primary care providers as deemed necessary. 9. CONTRACTOR will make referral arrangements with outside providers for treatment of those inmates with health care problems that may extend beyond the primary care services provided on -site. All outside referrals will be coordinated with COUNTY for security arrangements. 10. CONTRACTOR will provide specialty clinics for psychiatric care to meet the needs of mentally ill inmates. 11. Whenever feasible CONTRACTOR will provide diagnostic specialty clinics on -site. The cost of staffing specialty clinics will be weighed by the numbers of inmates needing the services. 12. CONTRACTOR will provide pregnant women routine on -site monitoring services to include: Routine urine testing for proteins, ketones, and glucose; Vital signs and weight; Assessment of fluidal height and fetal heart tones; Prenatal vitamins and milk with every meal; Observation for signs of toxemia; and Scheduling of prenatal care at Obstetrician's office. 13. CONTRACTOR will develop and implement a program for the care of chronic care inmates. 12 14. CONTRACTOR will provide emergency services on -site during the contracted on - site hours. After -hour non -life threatening emergencies will be triaged through the twenty-four hour consulting line seven days a week. An on call healthcare provider will be provided by CONTRACTOR twenty-four hours a day. 15. CONTRACTOR will develop and maintain an inmate health education program which includes: HIV education and testing, smoking cessation and personal health management. 16. CONTRACTOR will provide education to inmates on dental disease and oral hygiene education. CONTRACTOR will provide dental treatment for acute dental problems such as severe pain, infections, or bleeding. CONTRACTOR will refer inmates to outside specialists for emergency dental care as deemed necessary. 17. CONTRACTOR will provide licensed nurses to administer medications as prescribed on a consistent schedule. If medications are required during a non -service period, the inmate will be provided the medications for keeping on person dosing as possible. 18. CONTRACTOR will promote preferred provider rates for pharmacy services and will monitor the pharmacy for cost containment and efficient services. The designated pharmacy shall provide on -site consultation quarterly with written reports by a registered pharmacist. 19. CONTRACTOR and subcontractors will receive corrections specific training and support. 20. CONTRACTOR will develop, maintain, and annually review administrative and operational policies and procedures designed to model NCCHC standards and Washington State Statutes in coordination with the County. 21. CONTRACTOR will assist in developing procedures for a disaster plan in the event of a man made or natural disaster. It shall be coordinated with the security plan, incorporated into the institution's overall emergency plan and made known to all personnel. Review of the health aspects of the disaster plan will be part of initial orientation for new personnel and drilled annually with all health care staff. 22. Upon mutual agreement of COUNTY and CONTRACTOR as to the compensation to be paid, CONTRACTOR will provide annual classes on medical training for corrections staff and arrange tuberculosis skin testing of any staff or volunteer identified. 23. CONTRACTOR will implement a continuous quality improvement program that will monitor the health service provided. Results will be communicated at scheduled meetings with facility administration. 24. CONTRACTOR will provide regular chart reviews by all health providers to afford peer reviews. 13 25. CONTRACTOR will conduct quarterly meetings with the Jail Administration for review of inmate health issues. 26. CONTRACTOR will conduct an infection control program that includes concurrent surveillance of patients and staff, preventive techniques and treatment and reporting of infections in accordance with local and state laws and in compliance with CDC guidelines and OSHA regulations. 27. CONTRACTOR will respond directly to all written grievances from the inmate population within one week of receipt. 28. CONTRACTOR will utilize a comprehensive utilization review program to contain costs. 29. CONTRACTOR will ensure that all sub -contractors will have current state licenses, current certification in CPR and insurance certificates. 30. CONTRACTOR will submit a copy of insurance certificates to the COUNTY's Risk Manager on an on -going basis. 31. CONTRACTOR agrees initial and continued employment of staff and sub -contractors shall be subject to approval of the County. The County reserves the right to prohibit any of the vendors/contractor's employees and/or independent contractors from performing services with regard to this contract. 32. All personnel shall comply with current and future state, federal and local laws, rules and regulations. 33. CONTRACTOR will provide a system that models National Commission on Correctional Health Care (NCCHC) and American Correctional Association (ACA) standards. 34. All personnel shall be required to pass a records check conducted by the County for initial and or continued employment. Additionally, all personnel performing on -site services may be required to undergo a urinalysis or blood test if there is reason to believe that they are under the influence of alcohol or other substances of abuse. 35. CONTRACTOR will conduct morbidity and mortality review of all critical incidents upon request and upon prior agreement as to the additional compensation to be paid CONTRACTOR therefor. 36. CONTRACTOR will work with the COUNTY to ensure that all first aid kits within the Corrections facility are restocked on a monthly basis. The COUNTY will provide all items necessary for restocking. 37. CONTRACTOR will provide all required statistical data related to the health care delivery program which shall include utilization of service statistics and other areas the COUNTY feels is useful to evaluate the program and anticipate future needs. 14 39. CONTRACTOR shall fully staff the healthcare services to be provided by CONTRACTOR no later than March 31, 2017. COUNTY will pay only for services actually provided by CONTRACTOR. B The servicesto be performed by the COUNTY under this CONTRACT are set forthas follows: 1. COUNTY will provide Correctional staff for transport and security purposes for all outside medical appointments or hospital stays. 2. COUNTY will provide office space, existing equipment, plus both office and medical supplies. 3. COUNTY will provide phone, computer and fax service. 4. COUNTY will make provision for collection and removal of medical waste and sharps containers in accordance with applicable State and federal regulations. 5. COUNTY will be responsible for all outside medical expenses and recovering those costs from the inmates. 6. COUNTY will be responsible for billing DSHS and other insurance companies for those inmates having insurance. 7. COUNTY will provide corrections specific training to the CONTRACTOR 8. COUNTY will ensure immediate availability of a correction officer during sick call or any other interaction between healthcare staff and inmates during medication pass. 15 EXHIBIT B COMPENSATION A. CONTRACTOR will submit invoices to COUNTY utilizing the form in" Exhibit D Invoice." The invoice must be complete including: company name, remittance address and phone number; date of invoice; performance period; detail of services provided including type of personnel, hourly rate, number of hours provided, and other expenses as allowed per the CONTRACT and provided by the CONTRACTOR during the performance period; and other information as applicable. Acceptance and payment will be made in compliance with "Accounting and Payment for CONTRACTOR Services" contained in the General Conditions section of this CONTRACT. B. COUNTY will reimburse CONTRACTOR within thirty (30) days of an accurate and acceptable invoice. C. Fee Schedule. POSITION HOURS OF WEEKS COVERAGE PER PER WEEK YEAR ANNUAL HOURS HOURLY RATE ANNUAL COM PEN- SATION Health Administrator. RN 5 52 [ 260 $55.00 $14,300 Medical Director, MD 4 52 I 208 S,00 $30.576 Psychiatric ARN P 8 52 416 $112.00 AdultARNP 15 52 780 $97.00 Nursing Services 16 hours a day 7 days a week Licensed RN or LPN 112 52 5824 Hourly Billing Rate $55.00 $46.592 $75,660 Annual Total Not to Exceed $320,320 Nursing Services Holiday Pay 56 annual Holiday hours Licensed RN or LPN 8 hrs/holiday 7 days yr 112 Hourly Annual Total Billing Rate Not to Exceed $27.50 $3,080 Administrative/Clerical 1 52 52 $30.00 $1,560 Phone Coverage - - - $700.00/moc $8,400 Total Annual Compensation $500,488 Average Monthly Cost: $41,707.33 Estimated Bi-weekly Invoice Total: $20,853.66 16 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' Compensation as required by Washington State law. 3. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including owned, non -owned 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/Medical Malpractice) insurance. CONTRACTOR shall maintain professional liability insurance that covers the services to be performed in connection with this CONTRACT, in the minimum amount of $2,000,000 per claim and a $4,000,000 annual aggregate, on an occurrence basis. Any policy inception date, continuity date, or retroactive date must be before the effective date of 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 approval of 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 to comply with these provisions. 17 3. CONTRACTOR shall not make any reductions in the required scope or limits of coverage that may affect COUNTY's protection without COUNTY's prior written consent. 4 CONTRACTOR agrees upon request by COUNTY to provide complete, certified copies of any policies required within 10 days of such request. COUNTY has the right, but not the duty, to obtain any required insurance which CONTRACTOR fails to obtain. Any premium so paid by COUNTY shall be charged to and promptly paid by CONTRACTOR or deducted from sums due CONTRACTOR. Any actual 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. 5. It is acknowledged by the parties of this CONTRACT that all insurance coverage required to be provided by CONTRACTOR or indemnifying party, is intended to apply first and on a primary non-contributing basis in relation to any other insurance or self-insurance available to COUNTY. 6. CONTRACTOR agrees not to self -insure or to use any self -insured retentions (but may have commercially reasonable deductibles) 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. 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 but those limits shall not become the required minimum limits of insurance in all Paragraphs and Sections of this CONTRACT. 9. 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. 10. 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. 18 11. 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-:VII. 12. All insurance 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. 13. 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-payment 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. 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. 16. 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. 19 EXHIBIT D INVOICE FORM/SAMPLE 20 HEALTHCARE DELIVERY SYSTEMS 9039 Silverspot Drive SE Tumwater Wa.98501 Bill To MASON COUNTY JAIL CHIEF ICEVIN HANSON P.O. BOX 1037 Shelton, WA 98584 Invoice Date Invoice# 12/22/2016 SAMPLE 2017 P.O. No. Terms Project Quantity Description Rate Amount 10 55.00 550.00 He11th Administrator 2 Clerical 30.00 60.00 30 ARNP 97.00 2,910.00 16 Psych ARNP 112.00 1,792.00 8 Medical Doctor oversite 147.00 1,176.00 224 Nursing Services 55.00 12.320.00 Nursing Services HOLIDAY when -applicable. (7 recognized holidays a calendar year) 27.50 27.50 PHONE TRIAGE 700.00 700.00 PHONE CALLS BETWEEN 10 PM and 6 AM will be collected and reflected on the last invoice of the month for previous on a monthly basis month 16.00 16.00 EXAMPLE OF BI-WEEKLY INVOICE —NOTE THIS IS AN EXAMPLE WITHOUT HOLIDAY HOURS OR AFTER HOUR CALLS Total $19,551.5 21