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HomeMy WebLinkAboutEIRMC 13-14 Summer SchoolINDEPENDENT CONTRACTOR AGREEMENT (SPEECH PATHOLOGY) This Agreement made this _6 day of May_, 2014, by and between EASTERN IDAHO HEALTH SERVICES, INC. d/b /a EASTERN IDAHO REGIONAL MEDICAL CENTER ( EIRMC) and BONNEVILLE JOINT SCHOOL DISTRICT NO. 93 (SD 93). WHEREAS, SD 93 desires to engage EIRMC to be available to perform certain speech pathology services (or speech therapy) to the students of SD 93 and EIRMC desires to obligate itself to make available to SD 93 to be available to perform such services on the terms and conditions specified in this Agreement; and WHEREAS, the employees of EIRMC are qualified and trained to provide the services required. NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows: 1. SERVICES TO BE PROVIDED BY EIRMC: EIRMC agrees to provide services to the students of SD 93 including, but not limited to, the following: A. EIRMC shall assess the therapy needs of preschool students presented to EIRMC. B. EIRMC shall prepare and keep treatment plans in individual educational plans. C. EIRMC shall prepare and provide written evaluations and summaries to the appropriate physician and other individuals as reasonable and necessary using appropriate forms as provided by SD 93. D. EIRMC shall document, provide service provisions and record retention as to comply with all state and national regulatory requirements and EIRMC will comply with the policies and protocols of EIRMC and SD 93 in regard to documentation and records for speech pathology services. E. EIRMC staff providing speech pathology services /speech therapy shall participate in SD 93 preschool case reviews, policy formation and review committees, and such other tasks as are requested by SD 93 that are reasonable and are approved by EIRMC administration. AGREEMENT -1 F. EIRMC shall provide supervision services for supervise paraprofessionals, graduate students, and clinical fellows. G. EIRMC shall provide therapy 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 fifteen (15) hours per week from the inception of this Agreement; provided that SD 93 may approve and authorize EIRMC to provide speech pathology services in excess of the forty (40) hours per week limit. Services provided shall be billed as described in Provision No. 3 of this Agreement. 2. FACILITY AND SUPPLIES: SD 93 shall provide a suitably equipped office and examination and treatment facilities for EIRMC staff speech pathologists. 3. CHARGES FOR SERVICES AND COMPENSATION: SD 93 agrees to compensate EIRMC at the rate of $50.00 per hour. The smallest unit of compensation shall be 15 minutes. Compensable time shall include travel time to, from and between schools. Billings shall be submitted to SD 93 by EIRMC by the 15th of the month following the month in which the services were performed. SD 93 shall remit payment by the 15th of the month following the submittal by EIRMC of all billings. 4. BILLING RECORDS: The EIRMC staff therapist(s) shall record daily billing(s) for services provided pursuant to this Agreement. The staff therapist(s) shall record daily billings on SD 93 provided Billing Sheets. The Billing Sheet shall be turned over to the SD 93 Medicaid Biller on no less than a monthly basis. 5. COMPENSATION RECORDS: The EIRMC staff therapist shall record all time spent in providing services pursuant to this Agreement. The staff therapist shall keep or cause to be kept accurate and complete records including an adequate filing system. A copy of the therapist hours shall be provided to Mileen Langley, Director of Therapy Services of EIRMC. One copy of the compensation records shall be provided to the designee of SD 93 every other week. 6. TERM: The term of this Agreement shall begin June 9, 2014 and shall end August 22, 2014. 7. EARLY TERMINATION: Upon thirty (30) days advance written notice either party to this Agreement may terminate the Agreement by giving written notice by personal delivery or by certified mail to the other party of its intent to terminate. 8. TERMINATION BY REASON OF NON - PAYMENT: Notwithstanding Provision No. 6 of this Agreement, EIRMC shall have the right to terminate this Agreement upon ten (10) days advance written notice by personal delivery or by certified mail to SD 93 in the event that SD 93 fails to pay as agreed in Provision No. 3 of this Agreement. AGREEMENT -2 9. INSURANCE: EIRMC shall obtain and maintain general and professional liability insurance in the amount of at least One Million Dollars ($1,000,000.00). The amount indicated in this section shall be maintained by EIRMC during the term of the Agreement. 10. INDEMNIFICATION: The parties hereto hereby indemnify and hold harmless each other from and against any loss, claim, damage, liability or expense including attorney's fees and court costs incurred by or resulting to the other party either directly or indirectly by reason of any breach, nonfulfillment or default in the performance of any of the provisions of this Agreement. 11. INDEPENDENT CONTRACTOR STATUS: EIRMC is and shall be an independent contractor. Nothing herein contained in this Agreement shall be construed so as to create a employer /employee relationship, a partnership or joint venture and neither party hereto shall be liable for the debts or obligations of the other. No employee of EIRMC shall be deemed to be an employee of SD 93, SD 93 shall not have the power to hire or fire EIRMC employees and except as expressly provided herein, SD 93 shall not control or have access to EIRMC funds or the expenditure thereof or in any way exercise dominion or control over EIRMC's business. 12. ASSIGNMENT: This is a contract for professional and specialized services and shall not be assigned by SD 93 to anyone acting on behalf of SD 93 in any manner or by operation of law. 13. COVENANT NOT TO COMPETE: SD 93 acknowledges that the speech therapists provided by EIRMC pursuant to this Agreement have been recruited, trained and placed at a significant expense to EIRMC. As such, EIRMC has a compelling interest in maintaining its relationship with each speech therapist. Therefore, SD 93 agrees that it shall not, during the term of this Agreement, and any renewals thereof, and for a period of one (1) year following cessation of the Agreement, directly or indirectly, or both others, impair or initiate any attempt to impair the relationship or expectancy of a continuing relationship between the speech therapists and EIRMC. SD 93 shall not make any offers of contracts of full or part-time employment for services with EIRMC speech therapists, nor shall SD 93 participate in the actions of other individuals or entities offering such without the prior written approval of EIRMC. 14. MODIFICATION OF AGREEMENT: This Agreement contains the entire understanding of the parties and shall be modified only by an instrument in writing signed on behalf of each party hereto. 15. GOVERNING LAW: This Agreement is made in the State of Idaho and shall be construed, interpreted and governed by the laws of the State of Idaho. 16. NOTICES: Any notices required or permitted hereunder shall be sufficiently given if sent by certified mail, postage prepaid or personally delivered, addressed or delivered as AGREEMENT -3 follows: EIRMC Eastern Idaho Health Services, Inc. d /b /a Eastern Idaho Regional Medical Center ATTN: Douglas Crabtree or successor Street Address: 3100 Channing Way Idaho Falls ID 83404 Mailing Address: P.O. Box 2077 Idaho Falls ID 83403 -2077 SD 93 Bonneville Joint School District No. 93 Charles Shackett, Superintendent or successor 3497 N. Ammon Road Idaho Falls ID 83401 In the event that any of the above addresses are changed, such change of address shall be furnished in writing by either party to the other party; and any such notice shall be deemed to have been given, if mailed, as of the date mailed and if personally delivered, as of the date delivered. 16. NO WAIVER: No waiver of a breach of any provision of this Agreement shall be construed to be a waiver of any breach of any other provision of this Agreement or of any succeeding breach of the same provision. No delay in acting with regard to any breach of any provision of this Agreement shall be construed to be a waiver of such breach. 17. RIGHTS TO PROPERTY: All title to supplies, fiscal records, student charts, student records, student information, equipment and furnishings shall remain the property of SD 93. EIRMC and EIRMC's speech therapists, pursuant to this Agreement, may, however, secure copies of student charts and shall have access to such student charts as is reasonably necessary to perform the services pursuant to this Agreement. 18. RESPONSIBILITY OF SPEECH THERAPISTS: Nothing herein shall be construed as giving control over or the right to control the professional judgment, treatment or actions of EIRMC speech therapists in performing services hereunder, and the speech therapist shall at all times act and be an independent practitioner. The speech therapists provided to SD 93 pursuant to this Agreement shall not be an employee, agent or servant of SD 93. Instead, the speech therapists and EIRMC are independent contractors who have agreed to make themselves available and to provide professional services to students in facilities operated and managed by SD 93. 19. CONFIDENTIALITY: SD 93 and EIRMC shall not disclose information relating to the business affairs or operations of the other party or of SD 93 students to others except as required by governmental licensing authorities. The parties hereto agree not to disclose such information to others unless such disclosure is required by applicable law and regulations or by AGREEMENT -4 the terms and conditions of an applicable contract or agreement for reimbursement which shall be disclosed to the other parry prior to the disclosure of information. It is further agreed by and between the parties that any and all confidential information held by the party shall be surrendered to the other party upon termination of this Agreement. The parties agree not to appropriate or reproduce any confidential information or disclose any confidential information to any third party without the prior consent or approval of the party owning the confidential information. The provisions herein regarding records retention, access, indemnities and confidentiality shall survive the termination of this Agreement. IN WITNESS WHEREOF, SD 93 and EIRMC have executed this Agreement on the day and year first above written. BONNEVILLE JOINT SCHOOL DISTRICT NO. 93 By: .0 A L , a"s Its: 61-av�4a4-0-� EASTERN IDAHO HEALTH SERVICES, INC. d /b /a EASTERN IDAHO REGIONAL MEDICAL CENTER By: Its:G/' E:\DATA\LEGAL\MMS\3300.6\bonneville.93.contract.wpd AGREEMENT -5