HomeMy WebLinkAboutEIRMC 2015-16NDEPENDENT CONTRACTOR AGREEMENT
(SPEECH PATHOLOGY)
価 s Agttment mde面 slttdayJA鴨 “[♂逮 温 鑑 肝 咄需 置 ぎ 麗 淋 :ど 1品
“
HEALTH SERVICES,ING」υ=EASTERN IDAlCorporatio■Organized and existing under and by virtue OF the la■s ofthe State oFIdahO,
舗織 i離 i慰 滉Fi∬薇曲IR:鵠 撃蹴 酬 蜘 撚 a tta
le addressis 3497 N Ammon Road,Idaho Falis,ID
83401(“SD 93''or``Sch∞l District'').SD 93 and EIRMC may be refemed to herein individualy as a
“Ptty"or collective:y as the``Parties."
WHEREAS,SD 93 desi露 澪to engage EIRMC to be available tO perfonle cemln spe∝h pathology
servi∝s(or Sp∝ch thuery)to the students of SD 93 and EIRMC desiに s to obligate LselftO make
avanable to SD 93 to be av」lable to perfom such scM∝s on the tcllllS and Corditions specifled in this
A即 ￢3ment;and
WHEREAS,the employ∝s oF EIRMC are qualined and trained to provide he services required.
NOW,THEREFORE,in∞nJdmtion ofthe mutual∞venan、herein contained,the panies
hereto tte aS fOllows:
I SERVICES TO BE PROVIDED BY EIRMC:EIRMC agに es to provide services to the
students of SD 93 including,but not limited to,■に fOllowing:
A. EIRMC shall assess the hrapy needs of students p“澪ented to EIRMC.
B EIRMC shall prepare and keep treament plans in individual educatiOnal plans.
C. EIRMC sha∥prepare and provide"■ten evaluations and stlmmanes to the approttate
physician and other individtlals as reasomble and nensary using appropnate forrm as
pЮ vided by SD 93'鸞 拌欄 酬響熙熙聯lli蛸
For specch PathO10gy services.E D滝 ヾミ宙dng Speh pathdos訛 “peeC糧 鶴 ShlⅧF盤 」
clinical fellows.
G. EIRMC shall provide thempy services for SD 93 at SD 93 facilities as directed by SD
93. EIRMC shall provide speech pathology services at a SD 93 facility for not more
than ten (10) hourc per week from the inccption of this Agreemcn! orovided that SD
93 may approve in writing and aurhorize EIRMC ro provide spcech pathology
sewices in excess of the ten (10) hours per week timit. Services provided shatl be
billed as described in Provision No.3 of this Agr€ement.
2. FACILITY AND SUPPLIES: SD 93 shall provide a suirably equippcd office ard
examination and trearnent facilities for EIRMC staff speech pathologists.
3. CHARGES FOR SERVICES AND COMPENSATION: SD 93 agrees to compcnsare
EIRMC at the rate of $55.00 per hour. The smallest unit ofcompensation shall be fifteen
(15) minutes. Compcnsable time shall inchde travel time to, from and between schools.
Biltings shall be submiued o SD 93 by EIRMC by the I f of the month following the month
in which the services were performed. SD 93 shdl remit payment by the lf of the month
following the submitul by EIRMC of all billings.
4. BILLING RECORDS: The EIRMC sraff therapisr(s) shalt record &ily billing(s) for
services provided pursuant to lhis Agreemenl Thc staff therapist(s) shalt record daily
billings on SD 93 provided Billing Sheets. The Billing Sheet shall be rumed over ro the SD
93 Medicaid Biller on no less than a monthly basis.
5. COMPENSATION RECORDS: The EIRMC stafftherapisr shall record all .ime spcnt in
providing services pursuant to this Agreemenl. The $aff therapist shall keep or cause to bc
kept accurare ard complete records including an adequate filing systcm. A copy oft}rc
therapist hours shall be provided to Wally Arave, Director of Therapy Serviccs of EIRMC.
One copy of the compcnsarion rccords shall be pmvided !o thc designcc of SD 93 evcry
other week.
6. TERM: The term of this AgreerDent strall bcgin August 31,2015 and chall end June 2,2015.
This Agreement shall not exceed twelve ( l2) calendar months and is contingcnt upon the
availability of funds to SD 93.
7. EARLY TERMINATION: Upon thirty (30) days advance written notic€ either party to this
Agrcement may terminue the Agreernent by giving wrinen notic€ by personal delivcry or by
certified mail to the other party of its inrent ro terminare. Additionally, SD 93 may
immediately terminate this Agreement, upon written notice, in the evcnt that firnding for SD
93's program is no longer available, or the specific services subject to this Agreement are
modified or terminated for a student.
8. TERMINATIoN By REASoN oF NoN-pAyMENT: Notwithstanding provision No.6ard 7 of this A$cemenl, EIRMC shall have thc right ro rerminate this Aleernent upon ten(10) days advance wrinen notice by personal delivery or by certified mai'i ro SD 93 in the
event thst SD g3 fairs ro pay as agrecd in provision No. 3 0f this Agrcement.
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INSURANCE: EIRMC shall obtain and maintain general and professional liability insurance
in the amount of at l€asl one Million Dollars (sl,000,000.00). The amount indicated in this
section shall be maintained by EIRMC during rhe term of rhe Agreement. proof of EIRMC's
liability coverage shall be submiued to sD 93 wirhin ren (10) busincss days ofrhe date ofrhis
AgreemenL
INDEMNIFICATION: The parties herero hercby indemnify and hold harmless eaeh other
fiom and against any los.s, claim, damage, liability or expense including attorney,s fees and
coutt costs incuned by or resulting to the other party eithcr dircctly or indirectly by rcason of
any breach, nonfulfillment or default in the performance ofany of the provisions of this
AgreemenL
NDEPENDENT CONTRACTOR STATUS: EIRMC is and shall be an independent
conEactor, Nothing herein contained in this Agreement drall be construed so ss to ctrate a
employer/employee relationship, a partncnhip orjoint venture md neithq party hereto shall
be liable for the debts or obligations of thc other. No employee of EIRMC shall be deemed
to be an ernployee of SD 93. SD 93 shall not have the power to hire or firc EIRMC
employees and except as exprcssly provided herei& SD 93 shall not conrrol or have acc.ss to
EIRMC funds or the expnditure thereof or in any way cxercise dominion or control over
EIRMC's business.
ASSIGNMENT: This is a conuact for professional and specialized services and strall not be
assigrrd by eithcr pafly in any manner or by operation of law.
COVENANT NOT TO COMPETE: SD 93 acknowledges drat the speech therapists provided
by EIRMC pur$ant to this Agreement have been rccruited, rained and placed at a
significant expense to EIRMC. As such, EIRMC has a compelling interest in maintaining is
rclationship with each speech thcrapist. Thereforg except for breach or default of
rhis Agreement by EIRMC, SD 93 agrees that h shall noq during the term of this
Agreemenq and any rcner.vals thercof, directly or indirectly, impair or inidate any anempt to
impair thc rclationship or expectancy ofa continuing rclarionship between the speech
therapiss and EIRMC. SD 93 shall not make any offers of contracts of full or part-time
employment lor services with EIRMC speech therapists, nor shalI SD 93 participate in the
actions of other individuals or entities offering such without the prior written approval of
EIRMC, which approval shall not be unreasonably withheld.
MODIFICATION OF AGREEMENT: This Agreanent contains the entire undcrsanding of
the parties and shall be modified only by an instrument in writing signed on behalf of each
party hereto,
0OvERNING LAw: This Agreemenr is made in rhe Srate of Idaho and sha be consrnred,
interpreted and govemed by the laws ofthe State of ldaho.
NorlcES: Any norices required or pcrmitted hereunder shall be sufficiently given ifsent by
certified mail, postagc prepaid or personally delivErcd, addressed or deliveredL follows:
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Eastem ldaho Health Services, Inc. d/b/a
Eastem ldaho Regional Medical Center
ATTN: Douglas Crabtree or successor
Strcet Address: 3100 Channing Way
ldaho Falls, ID 83404
Mailing Address: P.O. Box 2077
Idaho Falls, lD 83403-2077
Bonneville Joint School District No. 93
Charles Shackett, Superintendenr or successor
3497 N, Ammon Road
Idaho Falls, tD 83401
In the event that any of tlre above addrcsses are changed, such change of address shall be
firnished in writing by ei0rer pany to the orher pariy; and any such notice shall be deemed to
have been giverl if mailed, as ofthe date mailed and if personally delivcred, as of the date
delivered.
17. NO WAIVER: No waiver of a breach of any provision of Ois Agrcemcnt shalt be construed to
be a waiver ofany breach of any other provision of this Agrecment or ofany succeeding
breach of the same prcvision. No delay in acting with rcgard to any breach of any pmvision
of this Agreernent shall be construed to be a waiver of such breach.
18. RICHTS TO PROPERTY: All title to supplies, fiscal rccords, student chans, snrdent records,
student information, equipment and fumishings shall remain the properry of SD 93.
19. EIRMC and EIRMC's speech therapisS, pursuanr lo this Agreemenq may, however, sccure
copics of student charts ard shall havc access to such student chans as is reasonabty neceslrary
to pcrform the services pur$r8nt to this Agreement.
20. RESPONSIBILITY OF SPEECH THERAPISTS: Nothing herein shall be consur.red as giving
control ovct or thc right to control the professional judgnrent, tleatmcnt or actions of EIRMC
speech therapiss in performing services hereuder, and the speech therapisr shall at all tines
act and be an independent practilioner. The speech therapists provided to SD 93 pur$ant ro
this Agrcement shall not be an anployee, agenr or servant ofSD 93. lnstcad, the speech
therapists ald EIRMC are independent contraclors who have agreed to make themselves
available and to provide professional services to students in facilities operatod and managed
by SD93.
21. sruDENT INFORMATION CoNFIDENT|ALITY: ETRMC acknowtedges its obliguion to
comply with all federal and state laws rcgarding privacy, including, Uut no limircd to]rhe Family
Educational Righs and privacy Act (FERPA) and the Idaho srr:aJnr oata Rccessibitity,
Transparcncy, and Accountability Act of 2014 (ldaho Data Accountability Act). ElRtr,lC agrecstrnt all informarion rcgarding services provided pursuanr m this Agreemenl in;ludin;;ut not
EIRMC
SD 93
AGREEMENT‐
limited to, the student's identity and rhe naturc of services rcndered, shall be confidential.
EIRMC is prohibited from disclosing any information obtained as a result of reudering scrvices
pursuant to this Agreerrcnt to any individual not aurhorized and dirccted by SD 93, or without
the consent ofthe parent/guardian or the student, if l8 years of age or older.
STUDENT DATA PRIVACY AND SECURITY; EIRMC acknowledges irs obligation o
comply with the Idalo Dara Accountability Acr, ldaho code section 33-133. EIRMC covcnans
and reprcsents as follows:
(a) EIRMC agrees thar all information rcgarding sewices provided pursuant o this
AgleemenL including but not limiled to, the student's identity and the naturc of
serviccs rcndercd, shall be confidential and comply with all federal and state laws;(b) EIRMC rcpresents and warrants that it has in place Administrative Security,
Physical Security, and Logical Security contrcls to protect fmm a data br€ach or
unauthorizod data disclosure;(c) EIRMC agrees to rcstricr access to perconally identifiable information (pll) to
only authorized staff who require srrch access to perfiorm their assigncd duties;(d) EIRMC is prohibited from rsing strdenl dara 8rd pII for secondary uses
including., but not limited to, sales, marketing or advertising;(e) EIRMC agrees to indemnify and hold harmlcss SD 93 from any liability,
including, bur not limired ro, cosrq fines, expcnses, and attomey fees, resulting
fmm EIRMC's pcrformance of the services provided under this Agreement and,/or
non-compliance with state and federal law rcgarding Strdent Data privacy and
Security; and(f) EIRMC rcpresents and warrans that it has an appropriele records retcntion
schedule and/or policy for the dcstruction of data that is consistent with SD 93's
rccord retention policy.
Penalties for EIRMC's non-compliance wirh state and federal law or EIRMC's covenants and
represenrarions regarding snrdent Data Privacy and secudty as set forth in this Agreement will
be assessed ar the discrcrion ofSchool Disrrict's Board ofrnrstees and may include, but arc nor
limited to:
(a) lmmediate termination of any contr,crs with thc school Disnict without cause
and for convenience; and(b) A two-year ban on EIRMC's abirity ro contracr and pmvide services ro ttre sD 93.
DEFINITIONS:
'Adninbtretive security" consisls ofpolicies, procedures, and personnel controls
including security policies, training and audis, technical training supervision, separation
of duties, rotation of dutieq recruiting and termination pmccdures, uscr accesscontrol,
background checks, performance evalutions, and disaster recovery, contingency, and
emergency plans. These measures ensure that authorized users know and undersrand how
to pmperly use the system in order to mEintain security of dara.
"Agtregrte Det." is collected or reported at a group, cohort or institutional level and
does not contain Pll.
"Data Bneech" is the rmauthorized acquisition ofPII.
"Logicel Securtty" consists of software safeguards for an organization's systans,
including uscr identification and password acccss, authenticating access rights and
authority levels. Tt'€se measurEs ensurc that only authorized uscrs arc able to perform
actions or access information in a network or a workstadon.
"Personrlly ldentifnble Informction (PII)" includcs: a student's name; the namc ofa
student's family; the student's address; the students' social secu ty number; a student
education unique identification number or biometric rccord; or other indircct identifies
such as a student's date ofbinh, place of birth or mother's maiden namq and orher
infurmation that alone or in combination is linked or linkablc to a specific strdent thst
would allow a rcasonable person in the school community who does not h8v€ personal
knowlcdge ofthe relevant circumstances, to idcntifu thc student.
"Physical Security" describes security measurcs designcd to deny unauthorized access to
facilities or equipmant.
'Studcnt llata" means dau collected at thc student lcvel and included in a studenfs
edrrational records.
'Unauthorized Data Dbclosure- is 0rc intentiona.l or unintentional release ofPII ro an
unauthorized perrcn or unlru$ed ervirofincnt.
CONFIDENTIALITY: SD 93 and EIRMC shall not disclose information relaring ro the
busirBss affairs or operations ofthe other party or ofSD 93 students to othcrs exccpt &s
rcquircd by govcrnmental licensing authorities or applicable law. The parties hereto agree not
to disclose such information to others unless such disclosure is required by applicable law and
regulations or by the tcrms and conditions ofan applicable contract or agr€eme for
rcimburscment which shall be disclosed to the other party prior to thc disclosure of
information. It is funher ageed by and betwEen the parties that any and all conlidcntial
information held by the party shall be sunendered to the other party upon tennination of this
Agr€cmqll The parlic agree not to appropriate or reproduc€ any confidential information or
disclme any confidential information to any third party without the prior consent or appmvat
of the party owning the confidential information. The provisions herein regarding rccords
retentiorL acccss, indcmnities and confidentiality strall survive the termination of this
Agreement.
HEALTII INFORMATION: EIRMC shall ar all times rcquire the witten consenr or
authoriurion ofthe parcnt/guardian or strdent, if 18 years of age or older, for the disclosure or
access to educational records pursuant to FERPA or protected health information pursuant to dre
Health Informaion Porrability and Accounrability Act (HIpAA) rcgarding the student, and shall
mainain the confidentiality of thar information consi*cnt with the oate and federal taw and
rcgulations.
cosrs AND EXPENSES: EIRMC is solely responsible for all coss and expenses incurrcd in
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connection with &e performance of those services describcd in this Agreement, unless otherwise
agreed to, in witing, by borh panies.
26- coMPLIANcE wlrH APPLICABLE LAws: EIRMC agrees ro provide services in
accordance with Sute and federal laws and rcgu.ladons, inchding, but not limited to: Idaho
Code; Idaho State Board ofEducation Regulations pertaining to spcial education; the
Individuals with Disabilities Education Acr (IDEA); Parr 34 of the Code of Federal Rcgulations
(CFR), Sections 330.330-300-349 and 30.400-300.576; Section 504 ofthe Rehabilitation Act;
Part I 04 of the Code of Federal Regulations; and the Family Educational Rights and privacy Act
(FERPA).
27. REPORTING oF ABUSL ABANDONMENT. oR NEcLEcr: EIRMC acknowledges its
obligation to comply with ldaho Code Section l6l60l, et seq., and report, within 24 hours, any
sspected abusg abandonment, or neglect ofa child to law erforcement or the Idaho Dcpanment
of Hcalth and Welfarc. Contractor also agrees to inform thc School Disrrict, within 24 hours, of
such suspicion.
28. PROFESSIONAL SERVICES: The serviccs rendered pursuant to this Agreemcnt will be
providcd by individuals who arc duly licensed to perform the seruices, or supervised by a
Iicensed provider in accordance with applicable professional standards. EIRMC agrees ttrat all
work pursuant to this Agreernent will be performed in accordance with the highest professional
standards. Written documentation will be provided to SD 93 attesting thu all cmployees w6o
come into contact with students shall have been subject to a criminat background check at least
as stringent as that requircd by ldaho Code Section 33-130 and policies of the SD 93, and have
been determined to not have a criminal background inconsistent with wo*ing with children. SD
93 shall have the right to observe services being provided to the clients.
29. SUCCESSORS AND ASSIGNS: This Agrcement is binding upon, and inurcs ro the bencfit of,
srrcccssors and permitted assigns to the Agreement.
30' RECORD KEEPING: EIRMC shall be responsible for maintaining complete and accurate
rccords dccumendng the professional serviccs provided pursuant to this Agrcement and shall
submit copies of the records to SD 93 within ten (10) business days of the date requested.
Additionally, upon reasoruble notice, SD 93 stull luve the right ro rcvieu or copy such records
at any time during business hours,
31. DEFAULT: Any of the following shall consriture a "Defaulf' under this Agreement:
(a) Failure by EIRMC to provide services as reasonably requested by SD 93 undertk Agroement;(b) Fail,rc by SD 93 to p8y any paymens required to be paid as spocified trerein;(c) Failure ofeither pany to observe and perform any coverrant, condition, or
agEement on ils Pafl to be obscrved or performcd with rcspecr to this Agreanent,
for a period of thirty (30) days after w tten notice specising such fairurc and
requesting it be remedied is given by the nondefaulting p.rty;
(d) Should any starement or rcpresenhtion made by either party in or puniuant ro this
Agrcement or its execution, delivery, or performance shall prove to have been
falst, irrcorect, misleading, or brcaclred in any material respect on t!re date when
made;
Upon default by either party, the nondefaulting party may, upon wdtten notice, cancel this
Agrcement immediarely and may pursue any and all available legal and cquitablc remedies. The
defaulting pany shall be liable for any and all damages tfut are incuned by rhe non-defaulting
party as a resu.lt thercof including, but not limited to, procuring substitute performance, legal
fees, and other losses incuned due to the defauh.
TIME OF PER-FORMANCE: Time is of thc essence in this Agreemenq lhereforc, all times for
performance ofthe obligations, as sated herein, shall be strictly complied with by the panies.
NON-DISCRIMINATION: The parties hercby agree rhd no person shall be excluded from,
denied participation in, or othcrwise subjected to discrimination on rhe grounds ofrace, color,
creed, national origirq sex, age, or disability, or any other basis prohibited by federal or ldaho
law in performarrce of this Agreemert
FORCE MAJEURE: If any circumstance should occur that is not anricipated or is beyond the
control ofa Party or that delays or renders impossible or impracticable performance as to the
obligations of such Party, the Party's obligation to perform srrch scrvices shall be postponed for a
period equal to the time during which such circumsarrce shell extcnd, or, ifsuch performance
has been rerdered impossible by such circumstance, the Agreement shall be cancelled.
PROFESSIONAL FEES: If either party defaults in any manner, or fails to fulfill any or all
provisions ofthis Agecmenr, and if the non{efaulting parry hircs an attomey to exercise its
rights upon such default or failure, or if the parties arE involved in any litigarion, incft.rding any
proccedings in banknrprcy, the prevailing party shall be entitled to recover rca.sonable auomey
fees and costs from the other prty. This paragraph shall be enforceable by thc parties
notwithsranding any rescission, forfeirure, or other termination of this Agreement.
SEVEMBILITY: Any term or provision of this Agreement that is invalid or unenforccable in
any situation in my jurisdiction will not afrect ttre validity or enforceability ofthe remaining
lerms and provisiom of fiis Agreement, or the validity or enforceability of the offending term or
provision in any other situation or juridiction.
NO THIRD PARTY RIGHTS: This Agreement is made for the sole benefit of the p8!ties.
Except as otherwise expressly provided, rnthing in rhis Agreement shall crcate or be deerned to
create a relationship among &e Parties or any of thcm, and any third party, including a
relationship in the nature ofa third pany bcneficiary or fiduciary.
OPPORTUNITY To CONSULT wlrH ATTORNEY: The parties acknowledges thar rhey have
had the oppo(mity to consult and review this Agrecment with an attomey. Accordingly, tie
Parties agree that rhis Agreement has been negotiated a arm's lengrh and between parties
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ACREEMttT‐
equally sophisticated and knowledgeable in the subjecr maner dealr wirh in this Agreemenr. This
Agreement is to be construed as thejoint and equal work product ofeach prty, and may not be
inlerprcted more or less favorably in respoct to either party on account of its prepqration or
drafting, and shall be interpreted in a reasonable manner to affect the intent ofthe Parties as set
forth in this Agreement.
HEADINGS AND EXHIBITS: The section hcadings conuincd herein arc for convenience only
and shall not in any way afiect the interpretstion or enlorceabiliry ofany provision of this
AgreemenL All schcdules and exhibirc to this Agreement arc incorporated herein and *rall be
dcerned a pan ofthis Agreemort as frrlly as ifset fonh in the body hcreof.
COI.JNTERPARTS: This Agreemcnt may be signed in counterpans, which shau ogether
constitute the signed original agreement.
ELECTRONIC SIGNATURES: This Agrcemcnt and rclated documents may be accepted in
electronic form (e.g., by scanncd copy ofthe signed document, an clcctronic or digitat signatu€
or o0rcr means of demonstrating asscnt) and each Pany's acceptance will be deemed binding on
the Panies.
IDAHO PUBLIC RECORDS LAW: Any information fumishcd between thc parties may be
subject to the ldaho Public Records [-aw, Idaho Cod€ $$ 9-337 thrcugh 9-350. Tlre parties agrcc
to consult one another prior to releasing potentially, confidenrial, privileged, or exanpt
documents.
AUTHORIfi: Each Party represents and warrants that it has the full power and authority to
enter into this Agreernent and to carry out the Eansactions contemplated by ir, and has u&cn all
action necessary to authorize the execution, delivery, and performance ofthe Agreement. Each
person signing this Agreement warrants that Mp has full power and auhority to bind the mtity
or agency under whieh her/his signuure appears.
[END OF田 ―SIGNATURE PAGE FOLLOWS〕
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IN WITNESS WHEREOF, SD 93 and EIRMC have executed this Agreement on the day and year
first above witten.
oata.. Z, ,/ ? ,zoto
BONNEVILLE JOINT SCH00L