HomeMy WebLinkAbout042715_ca16615 Sheridan Street
Port Townsend, WA 98368
www. JeffersonCountyPublicHealth.org
Consent Agenda
Pubilic 1-1 e alth April 3, 2015
JEFFERSON COUNTY
BOARD OF COUNTY COMMISSIONERS
AGENDA REQUEST
TO: Board of County Commissioners
Philip Morley, County Administrator
FROM: Jean Baldwin, Director
Veronica Shaw, Deputy Director
DATE: 2-7- / P�>
SUBJECT: Agenda Item — Consulting Services Agreement with Qualis Health for
Health Technology Services; April 1, 2015 — December 31, 2015;
$1,600.
STATEMENT OF ISSUE:
Jefferson County Public Health, Community Health, requests Board approval of the Consulting Services
Agreement with Qualis Health for Health Technology Support Services; April 1, 2015 — December 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 /COST 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.
RECOMMENDATION:
JCPH management requests approval of the Consulting Services Agreement with Qualis Health for
Health Technology Support Services; April 1, 2015 — December 31, 2015; $1,600
9iip Morey, untr Administ for
Community Health
Developmental Disabilities
360 -385 -9400
Date
1 11101 10. . . x. `� r •
Environmental Health
Water Quality
360 - 385 -9444
(f) 360- 379 -4487
CONSULTING SERVICES AGREEMENT
THIS CONSULTING SERVICES AGREEMENT ( "Agreement ") is by and between Outlook
Associates, LLC a wholly owned subsidiary of Qualis Health, a non - profit corporation whose
principal office is located in Seattle, Washington hereinafter referred to as "Company" and
Jefferson County Public Health whose principal office is located in Port "Townsend,
Washington, hereinafter referred to as "Client ".
WHEREAS, Client finds it necessary to secure professional consulting services to assist
with health information technology support needs.
WHEREAS, Company 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 April 1, 2015
and shall automatically terminate on December 31, 2015 unless otherwise terminated in
accordance with this Agreement.
2. Services and Personnel.
2.1 During the term of this Agreement Company 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 Company 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. Company 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 Company's fees for the Services shall be provided on a basis and at the prices
shown in Exhibit B.
3.2 Company will invoice Client for Services on a monthly basis for services
performed in the previous month as reflected in Exhibit B.
Page 1
Qualis Health Consulting Agreement
4. Client Responsibilities.
4.1 Client shall cooperate with Company as reasonably necessary to enable Company
to perform the Services. Specifically and not by way of limitation, Client shall provide Company
with such access to data and information, personnel, equipment and facilities that Company may
reasonably require, on a timely basis and shall promptly notify Company of any change in
conditions relevant to the performance of this Agreement.
4.2 Client will remit payment to Company 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. Dispute Resolution. Any controversy, claim or dispute arising out of or relating to
this Agreement which cannot be settled by naa.ztaaal 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 Contine vial 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 cirbitrator wild be final and Finding
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 Company nor any of its employees or
subcontractors shall constitute or be considered an agent or employee of Client by virtue of this
Agreement. 1 °ortlaer, a10 employee or agent of one party shall be considered an employee or
agent of tile 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.
A party may terninate the terin of this Agreement for material breach of a provision of this
Agreement by providing a mortice of" bd catch, which notice describes the breach,, If the breach is
not cured within thirty (30) clays of receipt of such notice of breach, then the non- breaching party
may terminate the term of this Agreement upon written notice orten°nination to the breaching
party. Any delays in Company's performance caused by Client or third parties shall not
constitute a breach of this Agreement by Company.
Upon receiving notice of termination, Company shall perform only those Services necessary to
conclude its work through the date of termination. Following tertaainaation, Client will pay
Company for all Services and expenses incurred prior to the effective date of terrination,
Payment will be provided within thirty (30) days of termination.
Qualls Health Consulting Agreement Page
8. Insurance and Indemnification.
8.1 Company shall maintain insurance policies (including without limitation,
commercial liability and professional liability or similar insurance) covering Company'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. Company'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 Company 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 arrangement by Company which were newly developed specifically for Client may be
used by Company for other purposes. Any materials produced by Company not prepared
exclusively for Client under this Agreement remain the property of Company, and may only be
used by Client as incorporated in the materials created by Company under this Agreement. Any
products, materials, systems or methodologies used by Company and not developed by Company
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 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 Company shall use, disseminate or disclose Client Information only for the
purpose of performing work in accordance with this Agreement and in accordance with such
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 Company shall be entitled to retain copies of such information
that are integrated into its work or as necessary to support its work. "Client Information" shall
mean any documents, data, electronic files or other information that Company may receive from
or on behalf of Client in connection with performing work in accordance with this Agreement.
Qualis Health Consulting Agreement Page 3
10.3 Company 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 term 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 Company until the parties have entered into a mutually agreeable
business associate agreement that sets forth their obligations of confidentiality in accordance
with applicable law.
10.4 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 Company 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 Company 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 Company, 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 Company. 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,
Company, 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
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.
10 1 OWN IN I
Qualis Health Consulting Agreement Page 4
16. Severability. If any portion of this Agreement is held invalid, illegal or
unenforceable, 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 Company:
Name: Foster C. "Bud" Beall, Jr
Vice President, Consulting Services
Address: 10700 Meridian Ave N, Suite 100
Seattle, WA 98133
Notice to Client:
Name: Veronica K. Shaw
Deputy Director
Address: 615 Sheridan Avenue
Port Townsend, WA 98368
veronica @co.jefferson.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
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 perform 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.
Q uahs Health Consulting Agreement Page 5
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
entity. A faxed, photocopied or scanned in PDF format signature shall have the same effect 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 a single document.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the
day and year first set forth above.
Jefferson County Public Health
By:
Print Name :.
Title:
Date:
Outlook Associates, LLC a division of
Qualis Health
By:
Print Name: 1.wdstcr. C. "Bttd *' 13 eaIl- Jr
Title: °ic lrs" wlet. "ons�,t ➢tin = Ss vict s
Date:........
A to form only
row es q ice
David Alvarez, Chief Civil DPA
Q H Agreement uahs ealth Consulting .__..._�
Page 6
Exhibit A: Services
1. SERVICES.
Qualis Health will provide up to 10 hours of technical assistance and consultative guidance in
support of Client's meaningful use objectives.
Qualis Health Consulting Agreement Page 7
Exhibit B: Fees and Rates
1. FEES FOR THE SERVICES.
Professional fees for this engagement will not exceed $1,600 unless an increase is pre - approved
by Client. Fees for the services described in Exhibit A Services will be billed on an hourly
basis at the rate in the table below.
Rates
Professional fees do not include project related travel and other out -of- pocket expenses such as
costs required to host events or meetings (e.g., rental of meeting space, telephone, computer
services, and etc.).
In addition to professional fees, Company shall be reimbursed for reasonable expenses incurred
in performing the Services including without limitation the following types of travel expenses:
• Airfare
• Lodging
• Meals
• Incidentals
• Mileage (at then- current rates posted by the Internal Revenue Service)
• Transportation, e.g. shuttle fare, rental car.
In the event that Client wishes to materially modify the scope of work or any project assumptions
described in Exhibit A— Services, Company will review the impact of the requested changes
with Client to gain approvals for any changes that would result in an increase in fees and /or out -
of- pocket expenses.
2. FEES FOR ADDITIONAL SERVICES
Unless otherwise agreed upon by the parties at the time a change in services is agreed to, the fees
for additional services shall be billed at the rate presented in Table I— Service Billing Rates.
Qualis Health CoDsulting Agreement -
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