April 30, 2015 Ravalli County Detention Center C/O Lieutenant Scott Leete 205 Bedford Street Hamilton, MT 59840 Dear Lieutenant Leete, Enclosed are two originals of the Agreement for Medical Services at the Ravalli County Detention Centerwhich have been signed by Terry Preite, President of Benefis Spectrum Medical, Inc. Please return one fully executed copy of the Agreement to my attention. If you have any questions or need additional information, please contact Terry Preite at 406-727-9322. We look forward to continuing to work with you and your staff. Sincerely, Kaitlin Torres Executive Assistant ^
AGREEMENT FOR MEDICAL SERVICES AT THE RAVALLI COUNTY DETENTION CENTER THIS AGREEMENT is made by and between: RAVALLI COUNTY, 215 S. 4* Street, Suite A, Hamilton, MT 59840, hereinafter referred to as "County" and BENEFIS SPECTRUM MEDICAL, INC. 2900 10th Ave. S., Great Falls, MT 59405, hereinafter referred to as "Contractor". WHEREAS, the County has need for medical services at the Ravalli County Detention Center located at 205 Bedford Street, Hamilton, Montana; WHEREAS, the County has authority to contract for such services; and, WHEREAS, Contractor is engaged in an independently established professional business, renders services in the course of such business and will continue to be free from control or direction over the performance of its services; and, WHEREAS, Contractor represents that it is qualified to perform such services and is willing to furnish such services to the County; and WHEREAS, Contractor is a Montana corporation licensed to do business in the State of Montana and the undersigned has authority to enter into this Agreement on Contractor's behalf. NOW, THEREFORE, in consideration of the terms, conditions, covenants and performance contained herein, or attached and incorporated herein, the Parties hereto agree that the above recitals are true and are incorporated herein as follows: 1. Scope ofwork. Contractor agrees to provide medical care in a prompt and professional manner, including consultation with health care specialists for the inmate population at the Ravalli County Detention Facility which is located at 205 Bedford, Suite G, Hamilton, MT 59840. Contractor shall: a. Provide Registered Nurse coverage up to eight (8) hours per day, seven (7) days per week. b. Provide a Family Nurse Practitioner as needed. c. Design and conduct Detention Center staff and inmate health education. d. Coordinate daily medication distribution including evening medication delivery. Agreement for Medical Services at the Ravalli County Detention Center - Page lof9
e. Maintain all records in compliance with local, state, and federal laws as it pertains to the Detention Center Medical Program. f. Identify options and scenarios for meeting the service needs. g. Abide by all applicable laws, rules, regulation, policies, and directives; h. Participate in quality assurance activities related to health issues; i. Develop and at all times maintain appropriate communications and dialogue with the Sheriff or his/her designee, office personnel, correctional staff, inmate family members, advocacy groups, and other County officers; j. Supervise, schedule and evaluate nurse practitioners and other medical professionals in their defined duties at the Facility; k. Ensure that all medical professionals engaged by Contractor to perform under this Agreement maintain all applicable state licensing requirements; and 1. Provide all Human Resource functions, including the hiring and/or termination process, for all staff employed by Contractor. m. On Call Services (after hours): A call out for onsite medical services or a phone consultation for medical services. 2. This agreement does not cover the following: a. Medical equipment b. Supplies c. Pharmaceuticals d. Illness coverage 3. Term. This Agreement shall be in full force and effect as of July 1, 2015 through June 30, 2016 unless otherwise terminated pursuant to this Agreement. 4. Compensation. Contractor shall be compensated under this Agreement for medical services as described according to the terms and conditions set forth in the Scope of Work, as follows: Agreementfor Medical Services at the Ravalli County Detention Center-Page 2 of9
TWO HUNDRED FORTY-SIX THOUSAND, SIX HUNDRED SIXTY DOLLARS AND TWENTY-EIGHT CENTS ($246,660,281 annually. Contractor shall be compensated by the Facility in quarterly installments equivalent to one fourth (1/4) of the annual compensation. If the classification of the facility changes, either party reserves the right to reopen certain portions of the Agreement. 5. Additional Work. No claims for extra, additional, or changes in the services will be made by Contractor without written agreement with County prior to the performance of such services. This section also applies to all subcontracts, which Contractor may acquire for the benefit of County. 6. Proprietary Information. Both parties agree to use reasonable care not to disclose proprietary information to any third party unless required by law, and will not use information developed during this project for the benefit of others except as may be authorized in writing. All documents, records, maps, drawings, or other papers acquired by Contractor during this project shall remain the property of County. 7. Release of Information. Contractor will not release information to any third party without prior written approval from the County's contact person However, Contractor will he availahle, with County's approval, to respond to public and media questions and information inquiries. A log of such inquiries and responses will be kept and made available to the County, if requested. 8. Termination of Contract. Either party may terminate this Agreement due to the other party's material breach of this Agreement by providing the breaching party with written notice explaining the material breach and providing notice of the termination; provided, however, the breaching party shall have the lesser of thirty (30) days or the full term of the contract from the receipt of such notice to cure the material breach. The County may terminate this Contract for any reason upon written notice to Contractor, including lack of availability of third-party funds. In the event Contract is terminated and the Contractor is not in default of this Contract, the County shall pay Contractor a pro rata amount of the payment set forth herein, as determined by that portion of work completed to County's satisfaction as of the date of termination Agreementfor Medical Services at the Ravalli CountyDetention Center- Page 3 of 9
In the event this Contract is terminated and the Contractor is in default of this Contract, the County shall pay Contractor a pro rata amount of the payment set forth herein, as determined by that portion of work completed to County's satisfaction as of the date of termination, minus any expenses and damages, if any, the County incurs. In the event this Contract is terminated, Contractor shall surrender any and all materials produced under this Contract to the County. Upon termination, the County may take over the work and may award another party a contract to complete the work under this Contract. 9. Attachment and Exhibits. Rights and duties contained in any attachment or exhibit attached to this Contract shall be cumulative with the rights and duties in the body of this Contract. Contract shall include the Request for Proposals. 10. Conflicts. In the event of conflicts between the provisions of any document constituting part of the agreement between Contractor and the County, including but not limited to attachments and exhibits, the RFP, Contractor's Offer in response to the RFP, Standard Terms, and the numbered provisions on this Contract for Services, such conflict shall be resolved such that the provision most restrictive of the Contractor's activities or the provision requiring the Contractor to adhere to the higher level of compliance shall control. 11. Additional Contractor Duties. Contractor duties and responsibilities include the following: a. Abide to the guidelines as forth by the Administrator of the Ravalli County Detention Center. b. Abide by all applicable laws, rules, regulation, policies and directives. c. Participate in quality assurance activities related to health issues. d. Develop and at all times maintain appropriate communications and dialogue with the Sheriff or his designee, office personnel, correctional staff, and other County officers. e. Contractor shall name a contact person who shall receive and examine the documents supplied by the County, act as Project liaison between the County and Contractor and respond to requests from the County in writing promptly to prevent unreasonable delay in the progress of the project. Agreementfor Medical Services at the Ravalli County Detention Center-Page 4 of9
12. Additional County Duties. The County duties are set forth as follows: a. Provide all medical supplies and equipment. b. Review with Contractor all pertinent information as to the County's requirements for the project. c. County shall name the Detention Center Administrator as the contact person who shall receive and examine the documents supplied by Contractor, act as Project liaison between the county and Contractor and respond to requests from Contractor in writing promptly to prevent unreasonable delay in the progress of the project. d. Give prompt written notice to Contractor whenever the County observes or otherwise becomes aware of events, which may substantially affect Contractor's performance of services under this Agreement. 13. Laws and Regulations. Contractor shall comply with all applicable state, federal and local laws and regulations, including, but not limited to, the following applicable Montana laws: a. Equal Opportunity. Pursuant to Sections 49-2-303 and 49-3- 207, MCA no part of this contract may be performed in a manner which discriminates against any person on the hasis of race, color, religion, creed, political ideas, sex, age, marital status, physical or mental disability, or national origin by person performing the contract. Any hiring must be on the basis of merit and qualifications directly related to the requirements of the particular position being filled. b. Safety. Contractor on behalf of itself and County assumes sole responsibility for initiating, maintaining and supervising all safety precautions and programs for all employees, subcontractors and sub-subcontractors in connection with the performance of this Agreement. Contractor shall ensure that its employees, consultants and sub contractors are adequately and appropriately trained pursuant to the Montana Safety Culture Act, Title 39, Chapter 71, Part 15 of the Montana Code Annotated. Contractor shall also comply with the safety rules, codes, and provisions for occupational safety under Title 50, Chapter 71 of the Montana Code Annotated. Agreementfor Medical Services at the Ravalli County Detention Center - Page 5 of9
c. New Laws and Regulations. If during the term of this Agreement new laws or regulations become applicable, Contractor shall also comply with them without notice from County. d. Health Insurance Portability and Accountability Act (HIPAA). Contractor shall comply with all applicable requirements and restrictions of HIPAA regarding Protected Health Information of the Detention Center inmates. 14. Waiver and Indemnification. Contractor waives any and all claims and recourse against County or its officers, agents or employees, including the right of contribution for loss or damage to person or property arising from, growing out of or in any way connected with or incident to the performance of this Agreement except claims arising from the intentional acts or concurrent or sole negligence of County or its officers, agents or employees. Contractor will indemnify, hold harmless, and defend the County and its agents, principals, and employees from and against any and all claims, demands, damages, costs, expenses, losses, liability (including liability where activity is inherently or intrinsically dangerous), judgments, defense expenses, and attorney's fees rising out of or resulting from Contractor's wrongful acts, errors, omissions, or negligence, or from Contractor's failure to comply with the requirements of this Agreement or with all federal, state and local law applicable to the performance of this Agreement. In the event of an action filed against County resulting from Contractor's performance under this Agreement, County may elect to represent itself and incur all costs and expenses of suit. These obligations shall survive termination of this Agreement. 15. Insurance. Contractor shall carry comprehensive general liability insurance in the amount of not less than $2,000,000.00 for each claim and $2,000,000.00 for each occurrence; Automobile liability insurance which includes coverage for Contractor's owned, hired and non-owned vehicles in the amount of $2,000,000.00; professional Liability or Errors and Omissions coverage in the amount of $2,000,000.00 Certificates of Insurance evidencing the above, naming Ravalli County as an additional insured, must be supplied within ten days of executing this Agreement. Such certificate shall require no less than 15 days notice of cancellation to County. Any insurance carried by Contractor shall include no exclusions related to toxic substances or hazardous waste. Contractor shall put County on immediate notice of any changes or cancellation in coverage. Agreementfor Medical Services at the Ravalli County Detention Center-Page 6 of9
Contractor shall have in effect workers' compensation at levels as required by law. Contractor shall require all subcontractors to meet the same insurance coverage and make the same certifications as above and require the certificates to be forwarded to County within ten days of entering into the subcontract. 16. Independent Contractor. Contractor and its consultants and subcontractors shall at all times be considered independent contractors. Notwithstanding its obligation to fulfill the Scope of Work herein, Contractor and its consultants and subcontractors have been and will continue to be free from control or discretion over their performance under this Agreement and in fact. County will not be responsible for withholding any state or federal taxes or social security, nor will the County extend any of the benefits to Contractor that it extends to employees. Contractor shall maintain necessary records and withholding. As an independent contractor, Contract shall provide Workers Compensation for all employees in the amount required by Montana law. A Certificate of Insurance showing compliance with Montana Workers Compensation law (or exemption there from) must be supplied to County within ten (10) days of executing this Agreement. 17. Venue. An action to enforce this Agreement shall be brought in the District Court of the Twenty-First Judicial District, Ravalli County, Montana^- _. 18. Notice. All notices and certifications made pursuant to this Agreement shall be delivered to the addresses above by certified mail or personal delivery in care of the person set forth in Section 9 or 10 of this Agreement. A party shall give the other notice of any change in address. 19. Interpretation. a. This Agreement shall be governed and interpreted according to the laws of the State of Montana. b. Section headings are for convenience only and are not intended to define or limit any provisions of this Agreement. c. The provisions of this Agreement are independent and severable, and the invalidity, partial invalidity, or unenforceability of any one provision or portion thereof shall not affect the validity or enforceability of any other provision. Agreementfor Medical Services at the Ravalli County Detention Center - Page 7 of9
20. Time is of the Essence. The time of complying with this Agreement is of the essence and a violation is a material breach. 21. Non-Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision. 22. Entire Agreement. This document represents the entire and Integrated Agreement between the County and Contractor and supersedes all prior negotiations, agreements, or representations, either written or oral. This Agreement may be amended only by written instrument signed by both County and Contractor. 23. Non-Assignment. County and Contractor, respectively, bind themselves, their successors, assigns and legal representatives to the other party with respect to all covenants, terms, or conditions of this Agreement. Neither County nor Contractor shall assign this Agreement without the written consent of the other. 24. Execution of Agreement. The Ravalli County Clerk and Recorder will keep the original Agreement. An exact unaltered copy of the original Agreement has the same force and effect as the original. Agreementfor Medical Services at the Ravalli County Detention Center-Page 8 of9
IN WITNESS WHEREOF the parties have signed this Agreement consisting of nine (9) total pages. CONTRACTOR Benefis Spectrum MedicaL. Inc. Name of Entity r ~~~" *l- 3o- if Signature X Date Terry Preite Printed Name ' Its: President Signer's Title STATE OF MONTANA ) :ss County of Cascade ) n SUBSCRIBED and SWORN before me this 36 ~ day of CUVIlQ ->, 2015 by Terry Preite. (fedmaaj Ik \it/rr\ Mo) ptfjs^ rof \&s& DEBORAH WILMORE NOTARY PUBLIC for the Stale of Montana Swung at Great Falls, Montana My Commiss'on Expires ^ March 12, 2016 COUNTY BOARD OF COUNTY COMMISSIONERS RAVALLI COUNTY, MONTANA Chair or Designated Commissioner Date Attest: Regina Plettenberg, Clerk & Recorder Agreementfor Medical Services at the Ravalli County Detention Center - Page 9 of9