Loading...
HomeMy WebLinkAbout112414_ca04615 Sheridan Street delloon Port Townsend, WA 98368 www.JeffersonCountyPublicHealth,org Public Healt Consent Agenda October 28, 2014 JEFFERSON COUNTY BOARD • COUNTY COMMISSIONERS 1,- 11 . • TO: Board of County Commissioners Philip Morley,, County Administrator FROM: jean Baldwin, Director Veronica Shaw, Deputy Director SUBJECT: Agenda Item — Consulting Services Agreement with Qualis Health for Health Technology Services; January 1, 2015 — March 31, 2015; $1,600. STATEMENT Jefferson County Public Health, Community Health, requests Board approval of the Consulting Services Agreement with Qualis Health for Health Technology Support Services; January 1, 2015 — March 31, 2015; $1,600. ANALYSIS STRATEGIC GOALS PRO'S and CON'S., Qualis Health leads the Washington & Idaho Regional Extension Center (WIREC), which offers comprehensive technical assistance with electronic health record systems so that practices can reach meaningful use standards, earn incentive payments. JCPH used Qualis services to continue implementing the electronic health record system. JCPH is currently enrolled in the Medicaid Incentive Project at Stage 2 and Qualis Health will continue to offer health information technology consulting that assists with improving financial and operational performance, FISCAL IMPACT Cf3ST BENEFIT ANALYSIS: JCPH is in its second year of the Medicaid Incentive project and will use funds received for participation from the Medicaid Incentive Payment Project to pay for this contract. Community Healts Devebprnental Dsabifities 360-385-9400 360. 385-9401 (f) I &)Oonmenfal Health Water Quality 360-385-9444 (fl 360-379-4487 RECOMMENDATION: JCPH management requests approval of the Consulting Services Agreement with Qualis Health for Health Technology Support Services; January 1, 2015 — March 31, 2015; $1,600 REVIEW,ED --BY: `- Pilip Morle ., C .' nty.Mministra r Date CONSULTING SERVICES AGREEMENT THIS CONSULTING SERVICES AGREEMENT ("Agreement") is by and between Qualis Health, a non-profit corporation whose principal office is located in Seattle, Washington hereinafter referred to as "Qualis Health" and Client (Jefferson County Public ]Health) whose principal office is located at 615 Sheridan Ave, Port Townsend, WA 98368 hereinafter referred to as "Client". WHEREAS, Client finds it necessary to secure professional consulting services to assist with health information technology support needs. WHEREAS, Qualis Health is willing to provide health information technology consulting services; and WHEREAS, Client is duly authorized to enter into this Agreement. NOW, THEREFORE, for good and valuable consideration, the -parties hereto agree as follows: 1. Term of Agreement. The term of this Agreement shall commence on January 1, 2015 and shall automatically terminate on March 31, 2015 unless otherwise terminated in accordance with this Agreement. 2. Services anti Personnel. 2.1 During the term of this Agreement Qualis Health shall perform consulting services (herein referred to as "Services") in support of Client's health information technology needs as reflected in Exhibit A. 2.2 Qualis Health shall be responsible for selecting the personnel to perform the Services subject to approval by Client. Services shall be performed in a workmanlike manner with reasonable diligence by qualified personnel. Qualis Health shall be responsible to verify that no personnel performing services hereunder have been suspended or debarred from participating in any federally funded health care program and shall notify Client in the event that any personnel become suspended or debarred. 3. Fees and Expenses. 3.1 Qualis Health's fees for the Services shall be provided on a basis at the prices shown in Exhibit B. 3,2 Qualis Health will invoice Client for Services on a monthly basis for services performed in the previous month as reflected in Exhibit B. �jeffer5on Cm_uf,Y Page 1 3.3 Qualis Health reserves the right to increase rates; Client shall be notified either 30 days in advance of the rate change or shall have a date on "Exhibit B" specifying the effective date of the increase. 4. Client Responsibilities. 4,1 Client shall cooperate with Qualls Health as reasonably necessary to enable Qualls Health to perforrn the Services. Specifically and not by way of limitation, Client shall provide Qualis Health with such access to data and information, personnel, equipment and facilities that Qualis Health may reasonably require, on a timely basis and shall promptly notify Qualis Health of any change in conditions relevant to the performance of this Agreement. 4.2 At the time of execution of this Agreement Client will provided Qualis Health with a list of Client's participating medical providers. Client will advise Qualis Health of any additions or deletions for this list within one month of a change in its participating medical providers. 4.3 Client will remit payment to Qualls Health within thirty (30) days of receipt of invoice. Amounts that are unpaid thereafter shall bear interest at the rate of one and one-half percent (1.5%) per month. 5, I)ispute Resolution. Any controversy, claim or dispute arising out of or relating to this Agreement which cannot be settled by mutual agreement or negotiation between the parties or by mediation will, upon written notice Submitted to the other party, be settled by binding arbitration in accordance with the Rules of Commercial Arbitration of the American Arbitration Association. Any such arbitration will be conducted in King County, Washington. The parties agree to appoint a single commercial arbitrator acceptable to them within thirty (30) days of the date the notice of arbitration is given pursuant to this section; provided, however, that if the parties fail to mutually appoint an arbitrator within such thirty (30) day period, the American Arbitration Association will appoint the arbitrator in accordance with its rules upon the request of either party. 'The award of the arbitrator will be final and binding upon the parties. Any judgment or order upon the award or ruling rendered by the arbitrator will be final and binding upon the parties and may be entered in any court having jurisdiction over the parties, Attorneys' fees and costs of arbitration may be awarded in the discretion of the arbitrator to the prevailing party. 6. Professional Accountability. Neither Qualis Health nor any of its employees or subcontractors shall constitute or be considered an agent or employee of Client by virtue of this Agreement. Further, no employee or agent of one party shall be considered an employee or agent of the other party. Nothing in this Agreement shall create a partnership, principal/agent, joint venture, or landlord/tenant relationship between the parties, 7. Termination. Notwithstanding any provision to the contrary herein, either party may terminate this Agreement, without cause or penalty, by providing forty-five (45) days, or such shorter period as may be agreed to by the parties, written notice to the other party of its intention to terminate this Agreement. Qualis Health & Jefferson County Public Health T&M 2D141017 Page 2 A party may terminate the term of this Agreement for material breach of a provision of this Agreement by Providing a notice of breach, which notice describes the breach. If the breach is not cured within thirty (30) days of receipt of such notice of breach, then the non-breaching party may terminate the term of this Agreement upon written notice of termination to the breaching party. Any delays in Qualls Health's performance caused by Client or third parties shall not constitute a breach of this Agreement by Qualis, Health. Upon receiving notice of termination, Qualls Health shall perform only those Services necessary to conclude its work through the date of termination. Following termination, Client will pay Qualis Health for all Services and expenses incurred prior to the effective date of termination, Payment will be provided within thirty (3 ) 0) days of termination. 8. Insurance and Indemnification. Qualis Health shall maintain insurance policies (including without limitation, commercial liability and professional liability or similar insurance) covering Qualis Health's activities under this Agreement. Client shall maintain insurance policies (including without limitation commercial general liability insurance) covering its business against all applicable risks, Each party shall provide the other with certificates of insurance evidencing such coverage as the other may reasonably request, 8.2 Each party shall be responsible for its own conduct, and each party (the "'Indemnifying Party") to this Agreement agrees to indemnify and hold harmless the other party, its employees, and agents (collectively the "Indemnified Parties"), with respect to any and all claims, suits, actions, liabilities, and costs of any kind, including attorneys fees and costs, arising from the negligent or willful misconduct of the Indemnifying Party, its directors, officers, employees, agents or subcontractors. In the event that loss or damage results from the conduct of more than one party, each party agrees to be responsible for its own proportionate share of the claimant's damages under the laws of the State of Washington. 9. Liability, Qualis Health's total liability to Client under this Agreement for cases, controversies, damages, costs or expenses arising out of the subject matter of this Agreement, whether in contract, tort or otherwise shall not exceed the total compensation, excluding travel and other expenses, received by Qualis Health under this agreement. Neither party to this Agreement shall be liable for the other's lost profits or special, incidental, or consequential damages, whether in an action to contract or tort, even if the party has been advised by the other party of the possibility of such damages. 10. Reports and Records; Confidentiality of Information. 10. 1 All reports provided to Client and all final work product hereunder shall become the property of Client upon timely payment therefore. All materials developed during the course of this ar-ranernent by Qualis Health which were newly developed specifically for Client may be used by Qualis Health for other purposes. Any materials produced by Qualis Health not prepared exclusively for Client under this Agreement remain the property of Qualis Health, and may only be used by Client as incorporated in the materials created by Qualis I lealth under this Agreement. Any products, materials, systems or methodologies used by Qualis Health and not devel()ped by Qualis Health specifically for purposes of this Agreement shall not be deemed to be works for hire or work product under the terms of this Agreement. Client will treat any such ff county Pubic Hea7th T&M 20141017 Pa,e 3 information as confidential and not publish or disseminate to any party, other than employees or independent contractors with a need to know, nor shall Client use such information for any purpose other than as intended by this Agreement, 10.2 Qualis Health shall use, disseminate or disclose Client Information only for the purpose of performing work in accordance with this Agreement and in accordance with sucli instructions as Client may from time to time provide or as reasonably necessary for the purpose of performing the work under this Agreement. All Client Information is and will remain the property of Client; provided that Qualis Health shall be entitled to retain copies of such information that are integrated into its work or as necessary to support its work. "Client Inforniation" shall mean any documents, data, electronic files or other information that Qualis I lealth may receive from or on behalf of Client in connection with performing work in accordance with this Agreement. 10.3 Qualis Health further agrees that it shall comply with all applicable laws relating to the confidentiality of the Client Information, The Parties do not intend for the Services to include the exchange of individually identifiable health information (as that terin is defined by the Health Insurance and Portability Act of 1996 and its implementing regulations). In the event that the Client Information includes individually identifiable health information, Client shall not provide such information to Qualis Health until the parties have entered into a mutually agreeable twsiness associate agreement that sets forth their obligations of confidentiality in accordance with applicable law. 10A The obligations of confidentiality and protection imposed by of this Agreement shall not apply or will cease to apply to any information that, - was known to Qualis Health or Client without obligation of confidentiality prior to its receipt under this Agreement - is or becomes publicly available without breach of this Agreement - is received from a third party without an obligation of confidentiality - was developed independently by the party who uses or discloses the information without reference to information that is confidential as provided in this Agreement. 11, Non-Solicitation of Qualls Health Representatives. Unless expressly agreed to in writing, Client, its directors, officers, employees, agents, and affiliates will not hire, offer employment to, or otherwise directly or indirectly use the service of, on a full-time, part-time, or temporary basis any director, officer, employee, or agent of Qualis Health, until the earlier of the expiration of one year after the termination of the term of this Agreement or the expiration of one year after the termination of the relationship between such person and Qualis Health. The obligations of this Section will survive termination of the term of this Agreement 12. Non - Solicitation of Client Representatives. Unless expressly agreed to in writing, Qualis Health, its directors, officers, employees, agents, and affiliates will not hire, offer employment to, or otherwise directly or indirectly use the service of, on a full-time, part-time, or temporary basis any director, officer, employee, or agent of Client, until the earlier of the expiration of one year after the termination of the term of this Agreement or the expiration of one year after the termination of the relationship between such person and Client, The obligations of this Section will survive termination of the term of this Agreement Qualis Heafth & Jefferson County Public Health T&M 20141017 Page 4 13. Governing Law, Venue and Attorney. This Agreement and the obligations of the parties hereto shall be governed by and interpreted, construed, and enforced in accordance with the substantive law of the state of Washington, without regard to its choice of law laws. Venue in any action to enforce this Agreement shall lie in King County. In the event that a party is required to bring action in any court to enforce any provision of this Agreement, the substantially prevailing party in such action shall be entitled to an award of reasonable attorney fees and costs. 14. Assignment. This Agreement and the rights, obligations and duties of the parties hereto shall not be assignable or otherwise transferable without the written consent of the other party. 15. Modification. No provision contained herein may be modified, amended or waived except by mutual written agreement of both parties. 16. Severability. If any portion of this Agreement is held invalid, illegal or unenforce,able, such determination shall not impair the enforceability of the remaining terms and provisions herein. 17. Waiver. No Waiver of a breach or violation of any provision of this Agreement shall operate or be construed as a waiver of any subsequent breach. Any Waiver must be duly authorized in writing, 18. Survival. Any of the terms and conditions of this Agreement, which require performance after the termination of this Agreement, shall survive the termination of this Agreement and remain fully enforceable. 19. Notices. Any notices, requests and other communications hereunder shall be in writing and shall be deemed duly given if hand delivered, mailed first class, postage prepaid, or certified mail, return receipt requested. All notices required under this Agreement will be sent to the attention of the individual named below at the address set forth below unless the sender has been otherwise instructed in writing or unless otherwise provided by law. The notice will be deemed to be effective three days after the date postmarked or sooner if indicated on a return receipt or, if no date is so indicated, then on the date of the notice. Notice to Quafis Health: Name: Peggy Evans WIREC Director Address: 10700 Meridian Ave N, Suite 100 Seattle WA 98133 Notice to Client: Name: Veronica Shaw Address: 615 Sheridan Aver n Port 'Townsend, WA 98368 1. veroni,�A@04i Offerson.wa.us 20. interpretation. No provision of this Agreement shall be construed against or interpreted to the disadvantage of any party hereto by any court or other governmental or judicial P Qualis Health & jefferson county Public Health T&M 20141017 age 15; authority by reason of such party having or being deemed to have drafted, structured, dictated or required such provision. 21. Headings and Captions. Headings and captions are included for convenience purposes only and shall not affect the interpretation of this Agreement. 22, Force Majeure. Neither party will be liable for its failure to perfbnn any of its obligations hereunder during any period in which such performance is delayed by acts of God, fire, war, earthquake, embargo, riots, labor shortages, strikes, Governmental acts, interruption in telephone service, inclement weather or any other cause outside the reasonable control of such party- 23. Authority. Each individual signing this Agreement in a representative capacity acknowledges and represents that he/she is duly authorized to execute this Agreement in such capacity in the name of, and on behalf of, the designated corporation, partnership, trust, or other C entity. A faxed, photocopied or scanned in PDF e ffe t format signature shall have the same for all purposes as an ink-signed original. 24. Entire Agreement. This document and any attachments constitute the entire agreement of the parties and supersede any and all other prior agreements, oral or written, with respect to the subject matter contained herein, 25. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed and original and all of which, when taken together, shall constitute asingle document. IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the day and year first set forth above. Client Name By: — Print Name: Title: Date: Qualis Health By: — i '_ J' Print Nain f�.i lonathari�ganmn, M" , pH Title: President & Chief Executjve officer Date: (di u-1/4 Approved as to orm Only i i� "i"rosccutoes o David Alvarez, Chief Civil D Qualis Health & Jefferson County Public Health T&M 20141017 Page 6 Exhibit A: Services Qualis, Health will provide Health IT customized consulting services to Jefferson County Public Health for up to 10 bOUTS. �Ijs Health & Jefferson COunty Public Health T&M 20141017 _Page 7 Exhibit 13: Fees and Rates The following table presents the pricing for the hourly rates of the consulting positions listed in the Table below: Table I Qualis Health Pricing for Consulting Positions as of (11/15/2012) Qualis Health Hourly Billing Consulting Rate --Position Consultant IC= $160 Fees for the Services described in Exhibit A are presented in Table I- Qualis Health Pricing for Consulting Services which is detailed above. These fees do not include project related travel and other out-of-pocket expenses, Qualis Health shall be reimbursed for reasonable expenses incurred in performing the Scope of Work, including without limitation the following types of expenses: • Airfare • Lodging • Meals • Mileage (at then-current rates posted by the Internal Revenue Service) • Transportation e.& shuttle fare, rental car lees for this agreement shall not exceed $1,600 without written consent of the client. Event costs (i.e. rental of meeting space, telephone, computer services, and etc,) are not included in the rates stated in Table 1. Qualis Health & Jefferson County Public Health T&M 20141017 Pa2e 8