S T A T E O F M I C H I G A N BOARD OF COMMISSIONERS OF THE COUNTY OF ALLEGAN June 26, 2014 ADMINISTRATION AUTHORIZE COUNTY ADMINISTRATOR NEGOTIATE A NEW MEDICAL EXAMINER SERVICES CONTRACT WITH WESTERN MICHIGAN UNIVERSITY SCHOOL OF MEDICINE WHEREAS, on February 27, 2014, Dr. Joyce DeJong (County Medical Examiner) announced to the Board of Commissioners that she is leaving Sparrow Hospital in Lansing to begin work with Western Michigan University School of Medicine; and WHEREAS, there are advantages to in switching medical examiner services. BE IT RESOLVED the Board of Commissioners authorizes the County Administrator to terminate existing medical examiner services contract with Sparrow Hospital; and BE IT FURTHER RESOLVED the County Administrator is authorized to negotiate a new medical examiner services contract with Western Michigan University School of Medicine; and BE IT FINALLY RESOLVED that the Board of Commissioners authorizes the County Administrator to sign all necessary documents on behalf of the County and the Executive Director of Finance is authorized to perform the necessary budget adjustments to complete this action.
MEDICAL EXAMINER SERVICES AGREEMENT This Agreement ( Agreement ) is made by and between, 3283 122 nd Avenue, Allegan, Michigan 49010 ( County ) and Western Michigan University Homer Stryker M.D. School of Medicine 1000 Oakland Drive, Kalamazoo, Michigan 49008 ( Contractor ) and sets forth the terms and conditions mutually agreed upon by the parties as follows: 1. Contractor Services The Contractor will provide to the County the services, and products and supplies relating to the services, described in Exhibit A, and subject to the terms and conditions. The Contractor warrants to the County that the services to be provided under this Agreement will be of the kind and quality that meet generally accepted standards and will be performed by qualified personnel. The Contractor further warrants to the County that all products and supplies used in conjunction with the services provided under this Agreement will be new and of acceptable quality and quantity to the County. 2. Payment The County will pay the Contractor for the services described in Section 1 of this Agreement the amount set forth in Exhibit A. Any additional work must be mutually agreed upon and costs known before that work may commence. Payment will be provided within 30 days following receipt of invoice and completion of project. 3. Term of Agreement The term of this Agreement is from July 1, 2014 through December 31, 2015, unless terminated earlier in accordance with Section 16 of this Agreement. 4. Insurance Requirements The Contractor will maintain at its own expense during the term of this Agreement all of the insurance coverage described in Exhibit A. Insurance companies, named insureds and policy forms will be subject to the approval of the County. Such approval will not be unreasonably withheld. Insurance policies will not contain endorsements or policy conditions which reduce coverage provided to the County. The Contractor will be responsible to the County for all costs resulting from both financially unsound insurance companies selected by the Contractor and their inadequate insurance coverage. The Contractor will furnish the County with satisfactory certificates of insurance or a certified copy of the policy, if requested by the County. No payments will be made to the Contractor until the current certificates of insurance have been received and approved by the
County. If the insurance as evidenced by the certificates furnished by the Contractor expires or is canceled during the term of this Agreement, services and related payments will be suspended and the County may terminate this Agreement immediately. The Contractor will furnish the County with certification of insurance evidencing the required coverage and endorsements at least 10 business days prior to commencement of services under this Agreement. Certificates will provide for 30-day written notice to the certificate holder of cancellation of coverage. 5. Performance and Payment Bonds The Contractor will furnish the County with a performance bond as outlined in Exhibit A. The Contractor will furnish the County with certification of insurance evidencing the required coverage and endorsements at least 10 business days prior to commencement of services under this Agreement. 6. Reporting and Review The Contractor will report to the County as described in Exhibit A and also upon request, and will cooperate and confer with the County as necessary to ensure satisfactory work progress and performance. All reports made in connection with the Contractor s services are subject to review and final approval by the County. The County may review and inspect the Contractor s activities during the term of this Agreement. Should it be required that County personnel travel outside of the County to conduct such review or inspection, all costs of such travel shall be paid by the Contractor. When applicable, the Contractor will submit written reports to the County. All documents submitted by the Contractor must be dated and bear the Contractor s name. After reasonable notice to the Contractor, the County may review any of the Contractor s internal records, reports or insurance policies. 7. Indemnification Each party agrees to indemnify, defend and hold harmless the other party, including its subsidiaries and each of their officers, directors, employees, agents, subcontractors, representatives and assigns from and against any and all losses, claims, damages, demands, judgments, settlements and associated costs and expenses, including, but not limited to, attorney fees and accountant fees, arising out of or related to any act or omission of the indemnifying party, its subsidiaries and each of their officers, directors, employees, agents, subcontractors, representatives and assigns, including, but not limited to, bodily injury, death, personal property damage or breaches of confidentiality. 8. Independent Contractor The parties agree that the Contractor is an independent contractor. The Contractor and its employees will in no way be deemed, nor hold themselves out to be, an employee, agent or joint venture partner of the County for any purpose, and will not be entitled to any fringe benefits of the County, such as, but not limited to, health and accident insurance, life insurance, paid sick or vacation leave, or longevity pay. The Contractor will be responsible for withholding and 2
payment of all applicable taxes, including income and social security and unemployment taxes, to the proper federal, state and local governments, and maintaining the required workers compensation insurance, in connection with services rendered by its employees pursuant to this Agreement, and agrees to protect, defend and indemnify the County against such liability. 9. Subcontracting The Contractor will provide all services covered by this Agreement and will not subcontract, assign or delegate any of the services without written authorization from the County. 10. Default In the event of default by the Contractor, the County may procure the products or services from other sources and hold the Contractor responsible for any excess costs incurred, in addition to all other available remedies. 11. Endorsement Prohibition The Contractor may not use in any form or medium the name of the County, or supportive documentation or photographs of County projects, facilities, equipment or employees, for public advertising or promotional purposes unless authorized in writing by the County. 12. County Employees The Contractor will not hire any County employee to perform any of the services covered by this Agreement without written authorization from the County. 13. Compliance with Laws The Contractor will comply with all federal, state and local laws, including, but not limited to, all applicable OSHA/MIOSHA requirements, copyright and patent laws, and the Americans with Disabilities Act. The Contractor agrees to protect, defend and indemnify the County against liability for loss, cost or damage resulting from actual or alleged violations of law by the Contractor. 14. Conflicts of Interest The Contractor promises that it has no interest that would conflict with the performance of services required by this Agreement. If a possible conflict of interest arises, the Contractor will immediately inform the County regarding same. 3
15. Nondiscrimination The Contractor will adhere to all applicable federal, state and local laws, ordinances, rules and regulations prohibiting discrimination. The Contractor, as required by law, will not discriminate against a person to be served or any employee or applicant for employment because of race, color, religion, national origin, age, sex, disability, height, weight, marital status, or any other factor legally prohibited by applicable law. 16. Termination of Agreement Either party may terminate this Agreement for any or no reason prior to the expiration date set forth in Section 3 of this Agreement by giving 60 days written notice to the other party. 17. Confidentiality The Contractor acknowledges that during the performance of services under this Agreement, it or its personnel may become aware of or receive confidential information relating to or kept by the County, and therefore the Contractor agrees that all such information will be kept confidential and will not be disclosed without the written authorization of the County. 18. Contractor Personnel Employees of the Contractor will be subject to any screening requirements set forth in Exhibit A. At a minimum, employees of the Contractor may be subject to an approved criminal background check prior to entering County property. Employees of the Contractor must wear apparel or other means of identification when on the jobsite. 19. Amendment No provision of this Agreement may be modified except by a written document signed by a duly authorized representative of the both parties. 20. Binding Effect This Agreement will be binding upon and inure to the benefit of the Contractor and the County and their respective legal representatives, successors and authorized assigns. 21. Waiver No provision of this Agreement will be deemed waived and no breach excused, unless such waiver or consent will be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach of the other party, whether express or implied, will not constitute consent to, waiver of, or excuse for any different or subsequent breach. 4
22. Counterparts This Agreement may be executed simultaneously in one or more counterparts each of which will be deemed an original, but all of which together will constitute one and the same instrument. 23. Invalid Provisions If any provision of this Agreement is held to be invalid, it will be considered to be deleted, and the remainder of the Agreement will not be affected thereby. Where the deletion of the invalid provision would result in the illegality and/or unenforceability of this Agreement, this Agreement will be considered to have terminated as of the date on which the provision was declared invalid. 24. Section Titles These titles of the sections set forth in this Agreement are inserted for the convenience of reference only and will be disregarded when construing or interpreting any of the provisions of this Agreement. 25. Choice of Law and Forum This Agreement will be governed by and interpreted according to the laws of the State of Michigan. The parties agree that the proper forum and venue for litigation arising out of this Agreement is in, Michigan. 26. Entire Agreement This Agreement, which includes and incorporates Exhibit A, contains all the terms and conditions agreed upon by the parties, and no other negotiations, representations, understandings or agreements, written, oral or otherwise, regarding the subject matter of this Agreement or any part thereof shall have any validity or bind the parties in any way. ALLEGAN COUNTY By: Its: Date: WESTERN MICHIGAN UNIVERSITY SCHOOL OF MEDICINE By: Its: Date: 5
EXHIBIT A THIS AGREEMENT, is made by and between the COUNTY OF ALLEGAN, a municipal corporation and political subdivision of the State of Michigan (hereinafter referred to as the County ) and Western Michigan University Homer Stryker M.D. School of Medicine, a non-profit corporation located at 1000 Oakland Drive, Kalamazoo, Michigan 49008 (hereinafter referred to as the Contractor ). NOW THEREFORE, for and in consideration of the mutual covenants hereinafter contained, IT IS HEREBY AGREED, by and between the parties as follows: 1. General Scope of Services. The Contractor, commencing July 1, 2014, as the County s Medical Examiner, shall provide the County with the following services: A. All services required of the County Medical Examiner as described in and required by the laws of the State of Michigan, including, but not limited to, the investigation, postmortem examinations (including toxicology and all other special testing such as neuropathology, cardiac pathology, anthropology, entomology), certifications of all persons whose deaths are within the jurisdiction of the County s Medical Examiner. B. Provide necessary communications and be available to respond to the inquiries of prosecuting attorneys, criminal defense attorneys, law enforcement agencies, funeral directors, health care institutions and their professional staffs, and involved families regarding particular death investigations and general procedures. C. Provide necessary information to and participate in death reviews as requested, including participation in Child Death Review Team meetings. D. Make recommendations for appointment as needed, validate the qualifications, assure the special and continuing education, and direct the official activities of all Contractor s employees providing professional services to the County s Medical Examiner s Office. The Board of Commissioners must approve the Medical Examiner and the Deputy Medical Examiners designated by the Contractor and the County. E. Attend meetings with County Officials (designated by the County) to review the medical examiner operations. The frequency of the meetings will be no less than once per year (1x), and no more than four times (4x) per year. F. Conduct postmortem examinations of all persons who are within the jurisdiction of the County Medical Examiner pursuant to the requirements of the laws of the State of Michigan for county medical examiners and according to professionally accepted criteria. Page 1 of 7 7/1/14 12/31/15
G. Be available for and provide testimony in criminal prosecutions on behalf of the Prosecuting Attorney of for postmortem examinations conducted on deaths occurring within at no additional expense to the County. Provided however, if the Medical Examiner (ME) or the Deputy Medical Examiner (DME) is required to spend more than one hour waiting to testify, the County will compensate the ME or DME at the rate of $225 per hour (billed in 15 minute increments) for such waiting time. The ME or DME shall attend conferences or meeting in preparation for criminal prosecutions at no additional cost to the County. Provided however, if the preparatory meetings exceed three (3) hours in length, the County will compensate the ME or DME at the rate of $225 per hour (billed in 15 minute increments) for time spent in excess of three hours. The County will reimburse Contractor for mileage at standard rates in accordance with Internal Revenue Service guidelines for travel by the ME or DME to appear in court or attend meetings in preparation for criminal prosecutions. H. The county assumes responsibility and cost of all body transportation and medical examiner investigator fees associated with this agreement. 2. Appointment of Medical Examiners. The County and the Contractor hereby appoint Joyce dejong, D.O., as the County s Medical Examiner; Brandy Shattuck, M.D and Elizabeth Douglas, M.D. as the County s Deputy Medical Examiners, subject to the approval of the County s Board of Commissioners. The parties agree that Contractor shall be responsible for the supervision over services to be performed by the Medical Examiner and Deputy Medical Examiners. 3. Autopsy Reports and Death Certificates. The contractor utilizes its best efforts to perform the following acts: A. Ninety-five percent (95%) of all postmortem examinations will be conducted within twenty-four (24) hours of release of bodies from death scenes, with the exception of the Contractor s recognized holidays (Memorial Day, Independence Day, labor Day, Thanksgiving, Christmas, and New Year s) B. Ninety percent 90% of death certificates with any items pending further testing or information shall be completed within ninety (90) calendar days from the time of the postmortem examination, unless special diagnostic studies are necessary and such studies will delay completion of the death certificate. 4. Case Records. The Contractor shall ensure that Medical Examiner case records shall be maintained in its offices in professional acceptable content and format. Except as otherwise stated in this Agreement the County shall have ownership rights to all records pertaining to Page 2 of 7 4/1/12 12/31/15
the services rendered by the Contractor pursuant to this Agreement. The Contractor shall have use of appropriate records when such access is required for the performance of the services to be provided and for any of its quality, compliance or any other reviews Contractor deems necessary. Upon the completion or termination of this Agreement, all appropriate records pertaining to services provided hereunder in the Contractor s possession shall be turned over to the County; provided, however that Contractor shall have access to the records upon its written reasonable request. The parties acknowledge that Contractor is not a public body and its records are not public records subject to the Freedom of Information Act (FOIA). In the event that the Medical Examiner's office or its case records become subject to a FOIA request, and to the extent that Medical Examiner records are deemed to be public records, the County shall be responsible to respond to such requests. The County shall only disclose the Medical Examiner records upon notice to Contractor. If the County is required to disclose such records, the County shall interpose appropriate safeguards to the medical information contained in the records." 5. Compensation. Except as otherwise provided in this Agreement, the County shall compensate the Contractor for services performed with a flat monthly rate of $9250 for the six remaining months of 2014 and $9500 for each month in 2015. For a single incident resulting in five or more deaths, the county shall compensate the contractor an additional $1850 for each of the five or more postmortem examinations. A. The County shall pay the Contractor an annual rate, payable in equal monthly installments, as follows: Year Period Annual Monthly Amount Amount 2014 7/1/14-12/31/14 $55,000 $9250 2015 1/1/15 12/31/15 $114,000 $9500 B. The Contractor shall invoice the County for services provided on a monthly basis. The invoices shall be sent to: Administration 3283-122nd Ave. Allegan, Michigan 49010 C. All payments shall be mailed to Contractor at the address indicated on the invoice. D. Use of County Facilities a. The County will provide to Contractor at no charge: Page 3 of 7 7/1/14 12/31/15
i. Use of suitable office space in, as needed, for meetings with next-of-kin to address questions about the results of a death investigation. ii. Use of suitable space in for storage of body bags, tags, and personal protection equipment for Medical Examiner Investigators. 6. Independent Contractor. It is expressly understood and agreed that the Contractor is an independent contractor. The Medical Examiner and Deputy Medical Examiners, as agents of the County, are entitled to protection and privileges provided by law, including without limitation governmental immunity. The Contractor s employees shall not be entitled to any fringe benefits that the County affords its employees, such as, but not limited to, health and accident insurance, life insurance, paid vacation or sick leave or longevity. The Contractor and any subcontractors shall be responsible for paying all compensation due its employees and agents for work which they perform under this Agreement and for the withholding and payment of all applicable taxes, including, but not limited to, income and Social Security taxes to the proper Federal, State and local governments. The Contractor and any subcontractors shall carry workers compensation coverage for its employees, as required by law. 7. Required Insurance. The Contractor shall procure and maintain during the life of this Agreement, the following insurance coverage, and shall provide with evidence that such coverage is in force: A. Workers' Compensation Insurance including Employers' Liability Coverage, in accordance with all applicable statutes of the State of Michigan. B. General Liability Insurance on an "Claims Made basis" with limits of liability not less than $ 1,000,000 per occurrence and aggregate for Personal Injury, Bodily Injury, and Property Damage. C. Motor Vehicle Liability, including Michigan No-Fault Coverages, with limits of liability not less than $1,000,000 per occurrence combined single limit for Bodily Injury and Property Damage. Coverage shall include all owned vehicles, all non-owned vehicles, and all hired vehicles. D. Professional Liability Insurance with minimum limits of liability of $1,000,000 per occurrence for the professional activities being carried out pursuant to the terms of this agreement. E. Performance and Payment Bonds not applicable 8. Indemnifications and Hold Harmless. Each party agrees to indemnify, defend and hold harmless the other party, including its subsidiaries and each of their officers, directors, employees, agents, subcontractors, representatives and assigns from and against any and all losses, claims, damages, demands, judgments, settlements and associated costs and expenses, Page 4 of 7 7/1/14 12/31/15
including, but not limited to, attorney fees and accountant fees, arising out of or related to any act or omission of the indemnifying party, its subsidiaries and each of their officers, directors, employees, agents, subcontractors, representatives and assigns, including, but not limited to, bodily injury, death, personal property damage or breaches of confidentiality. 9. Warranty Regarding Health Care Fraud. Not applicable. 10. Compliance with the Law, Applicable Law, and Venue. In performing services the Contractor shall comply with all applicable Federal, State and local laws, ordinances, rules, and regulations. This Agreement shall be construed according to the laws of the State of Michigan. The venue for any legal or equity action under this Agreement shall be established in accordance with the statutes of the State of Michigan and Michigan Court Rules. In the event that any action is brought under this Agreement in Federal Court, the venue for such action shall be the Federal Judicial District of Michigan, Eastern District, Southern Division. 11. Confidentiality. A. The County acknowledges that any and all information related to (i) the Contractor s services hereunder, including, but not limited to, individually identifiable health information as defined by the Administrative Simplification Provisions of the Health Insurance Portability and Accountability Act of 1996 ( HIPAA ); and (ii) the conduct by the Contractor of providing health care services, is strictly confidential and constitutes the exclusive property of the Contractor, and that the use or disclosure of such matters, other than pursuant to the terms of this Agreement, shall be contrary to the best interests of the Contractor and shall cause harm and damage to the Contractor and its medical practice. In furtherance and on account thereof, the County covenants and agrees (i) to comply with state and federal laws regarding confidentiality of individually identifiable health information, including, but not limited to, HIPAA and (ii) to comply with all of the Contractor s policies and procedures pertaining to use and disclosure of individually identifiable health information or proprietary business information. 12. License Requirements. The Contractor shall meet all Federal, State and local license and/or authorization requirements to practice medicine. Failure to obtain and/or maintain any license and authorization requirements to practice medicine and/or loss of the same shall result in the immediate automatic termination of this Agreement. Page 5 of 7 7/1/14 12/31/15
13. Nondiscrimination. Neither party, as required by law, shall discriminate against a person to be served or any employee or applicant for employment with respect to hire, tenure, terms, conditions, or privileges of employment, or a matter directly or indirectly related to employment because of race, color, religion, national origin, age, sex, disability, height, weight, marital status, political affiliation or beliefs. The Contractor shall adhere to all applicable Federal, State and local laws, ordinances, rules and regulations prohibiting discrimination, including, but not limited to, the following: A. Section 504 of the Rehabilitation Act of 1973, as amended. B. The Elliott Larsen Civil Rights Act, 1976 PA 453, as amended. C. The Persons with Disabilities Civil Rights Act, 1976 PA 220, as amended. D. The Americans with Disabilities Act of 1990, P.L. 101-336, 104 Stat 328 (42 USC 12101 et seq.), as amended, and rules and regulations promulgated thereunder. Any breach of this section shall constitute a material breach of this Agreement. 14. Waivers. No failure or delay on the part of either the County or the Contractor in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall a single or partial exercise of any right, power or privilege preclude any other or further exercise of any other right, power or privilege. 15. Amendment of the Agreement. All modifications, amendments or waivers of any provision of this Agreement or the services to be performed hereunder shall be made only by the written mutual consent of the parties hereto. 16. Subcontracting or Assignments. Neither party shall subcontract or assign its duties under this Agreement without the prior written consent of the other party. The restrictions of this section shall not apply to the appropriate delegation of responsibilities to a deputy medical examiner appointed by the County. 17. Disregarding Titles. The titles of the sections set forth in this Agreement are inserted for the convenience of reference only and shall be disregarded when construing or interpreting any of the provisions of this Agreement. 18. Complete Agreement. This Agreement contains all the terms and conditions agreed upon by the County and the Contractor, and no other agreement, oral or otherwise, regarding the Page 6 of 7 7/1/14 12/31/15
subject matter of this Agreement or any part thereof shall have any validity or bind either the County or the Contractor. 19. Agreement Period and Termination. This Agreement shall become effective and performance thereon shall commence on the 1 st day of July, 2014, and shall continue through the 31 st day of December, 2015. Notwithstanding any other provision in this Agreement to the contrary, this Agreement may be terminated by either party upon sixty (60) days prior written notice to the other party. In addition to the termination rights above, the County may terminate this Agreement effective immediately upon the removal of Joyce dejong, DO as Medical Examiner by the Board of Commissioners pursuant to Section 52.201f of the Michigan Compiled Laws (MCL 52.201f) after a hearing, for failure to discharge properly the duties of Medical Examiner. 20. Notices. Any notice required by this Agreement shall be deemed given if sent by certified or registered mail, with postage fully prepaid, at the last known address of the party to be notified. Notices shall be deemed given on the date of mailing, irrespective of the date of receipt. 21. Invalid/Unenforceable Provisions. If any section, clause, or provision of this Agreement is rendered invalid or unenforceable because of any State or Federal statute or regulation or ruling of any tribunal of competent jurisdiction, that section, clause, or provision shall be null and void and shall be considered to be deleted and the remainder of the Agreement shall not be affected thereby. Where the deletion of the invalid or unenforceable section, clause, or provision would result in the illegality and/or unenforceability of this Agreement, this Agreement shall be considered to have terminated as of the date in which the provision was rendered invalid. 22. Certification of Authority to Sign Agreement. The persons signing this Agreement on behalf of the parties hereto certify by their signatures that they are duly authorized to sign on behalf of said parties and that this Agreement has been authorized by said parties. Page 7 of 7 7/1/14 12/31/15