HomeMy WebLinkAboutEIRMC 14-15 SpeechINDEPENDENT CONTRACTOR AGREEMENT
(SPEECH PATHOLOGY)
This Agreement made this _1_ day of _July ,2Ol4,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
itselfto 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:
l. 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 ofpreschool students presented to
EIRMC.
EIRMC shall prepare and keep treatment plans in individual educational
plans.
EIRMC shali 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.
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.
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.
F. EIRMC shall provide supervision services for supervise paraprofessionals,
graduate students, and clinical fellows.
G. EIRMC shalt 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 twenty (20) hours per week from the
inception of this Agreement; p1qvlded 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 lacilities 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
l5 minutes. Compensable time shall include travel time to, from and between schools. Biltings
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 l5th of the month fotlowing the
subminal by EIRMC of alt billings.
4. BILLING RECORDS: The EIRMC staff therapist(s) shall record daity 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 tumed 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 accwate 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 ofthe compensation records shall be provided to the designee of SD 93 every other
week.
6. TERM: The term of this Agreement shall begin August 23, 2014 and shall end
June 10, 2015.
T.EARLYTERMINATIoN:Uponthirty(30)daysadvancewlittennoticeeither
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 wriften 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 (S 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 indemnifo and hold harmless
each other from and against any loss, claim, damage, liability or expense including attomey's
fees and court costs incurred by or resulting to the other party either directly or indirectly by
reason ofany breach, nonfulfillment or default in the performance ofany ofthe provisions of this
A$eement.
I l. 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 orjoint 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 shatl not control or have access to EIRMC funds
or the expenditure thereofor 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 mamer or by
operation of law.
13. COVENANT NOT TO COMPETE: SD 93 acknowledges that the speech
therapists provided by EIRMC pursrumt 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 ary
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 pa(-time
employment for services with EIRMC speech therapists, nor shall SD 93 participate in the
actions ofother 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 govemed by the laws of the State ofldaho.
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 Eastem Idaho Health Services, Inc. d/b/a
Eastem Idaho Regional Medical Center
ATTN: Douglas Crabtree or successor
Street Address:
Mailing Address:
3100 Channing Way
ldaho Fans IE)83404
P O Box2077
1daho Falls II)83403-2077
SD 93 Bonneville Joint School District No. 93
Charles Shackett, Superintendent or successor
3497 N. Ammon Road
Idaho Fatls ID 83401
In the event that any ofthe above addresses are changed, such change ofaddress shall be
fumished in writing by either pafiy 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 ofany other provision of this Agreement or ofany
succeeding breach of the same provision. No delay in acting with regard to any breach ofany
provision ofthis Agreement shall be construed to be a waiver ofsuch breach.
17. RIGHTS TO PROPERTY: All title to supplies, fiscal records, student charts,
student records, student information, equipment and fumishings shall remain the property of SD
93. EIRMC and EIRMC's speech therapists, pursuant to this Ageement, 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
consrnred 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 ofthe other party or of SD 93 students to others except as
required by govemmental 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
ACREEMENT . 4
the terms arrd conditions of an applicable contract or agreement for reimbursement which shall
be disclosed to the other party 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 confidentiaI inlormation or disclose any confidential information to
any third party without the prior consent or approval ofthe parry 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 JONT SCH00L DISTRICT N0 93
EASTERN IDAHO HEALTH SERVICES,NC
db/a EASTERN IDAHO REG10NAL MEDICAL CENTER
EIDATA\LEGAL\MMS\1100 6\bonneville.93.contract wpd
ACREEMENTâ