Approve Professional Services Agreement, COVID-19 drive-thru vaccination events with Providence Health & Services WA BEFORE THE BOARD OF COUNTY COMMISSIONERS
LEWIS COUNTY, WASHINGTON
IN THE MATTER OF: RESOLUTION NO. 21-113
APPROVE A PROFESSIONAL SERVICES
AGREEMENT FOR COVID-19 DRIVE-THRU
VACCINATION EVENTS BETWEEN LEWIS COUNTY
AND PROVIDENCE HEALTH & SERVICES
WASHINGTON (PROVIDENCE)
WHEREAS, the Board of County Commissioners (BOCC), Lewis County,
Washington, has reviewed the Professional Services Agreement between Lewis
County and Providence Health & Services Washington (Providence) for the period
of February 26, 2021, through December 31, 2021; and
WHEREAS, Providence shall provide services to assist Lewis County with the
management of community drive-thru COVID vaccination events; and
WHEREAS, compensation will be paid to Providence which shall not exceed
$51.23 per patient per COVID-19 vaccine, not to exceed $2,000,000; and
WHEREAS, it appears to be in the best public interest to authorize the execution
of said contract for Lewis County.
NOW THEREFORE BE IT RESOLVED that the Professional Services Agreement
between Providence and Lewis County in the amount of $51.23 per patient, per
COVID-19 vaccine -- not to exceed $2,000,000 -- February 26, 2021, through
December 31, 2021, is hereby approved, and the Director of Public Health &
Social Services is authorized to sign the same.
DONE IN OPEN SESSION this 23rd day of March, 2021.
Page 1 of 2 Res. 21-113
APPROVED AS TO FORM: BOARD OF COUNTY COMMISSIONERS
Jonathan Meyer, Prosecuting Attorney LEWIS COUNTY, WASHINGTON
Amber Smith Gary Stamper
By: Amber Smith, Gary Stamper, Chair
Deputy Prosecuting Attorney
ATTEST: -'c°""'' ";Ts•. _ Lindsey R. Pollock, DVM
`.'p,RDOF .G,.
L4 Y
se R. Pollock, DVM, Vice Chair
o, S,NCE
'r:2%yc�� `.S� °.
Rieva Lester '•.sf^ oT; :,. Sean D . Swope
Rieva Lester, Sean D. Swope, Commissioner
Clerk of the Lewis County Board of
County Commissioners
Page 2 of 2 Res. 21-113
Executive Summary
Professional Services Agreement
Between Lewis County Public Health and Social Services &
Providence Health and Services Washington d/b/a Providence
Medical Group Southwest Washington
Description
The purpose of the contract is to provide COVID-19 Drive-Thru Vaccination Events for community
members. It is anticipated that drive-thru vaccination events will take place weekly or as often as
supply and demand is available and appropriate. These services are essential to help mitigate and
reduce the spread of COVID-19 in Lewis County.
Recommendation
Approve resolution
Budget Impact
Fund: 141 P6226 - COVIDVAC
Amount: $ 2,000,000.00
These funds were not anticipated for the 2021 fiscal year.
Duration: February 26, 2021 — December 31, 2021
Cover Letter:
Emailed to Elizabeth Findlay, Contracts Manager for Providence Health& Services SWWA
Elizabeth.Findlay(a�Providence.orq
Submitted by: Michael Baum
PROFESSIONAL SERVICES AGREEMENT
LEWIS COUNTY
PROVIDENCE HEALTH & SERVICES WASHNGTON d/b/a PROVIDENCE
MEDICAL GROUP SOUTHWEST WASHINGTON
COMMUNITY COVID-19 DRIVE-THRU VACCINATION EVENT
THIS AGREEMENT is entered into between Lewis County,a municipal
corporation ("COUNTY")and Providence Health& Services—Washington d/b/a
Providence Medical Group Southwest Washington ("Providence").
1.DURATION OF AGREEMENT
The term of this Agreement shall begin on February 26, 2021 and shall terminate
on December 31, 2021 unless amended or terminated per Sections 7 and 10 of this
Agreement.
2. SERVICES PROVIDED BY PROVIDENCE
Providence shall provide services to assist COUNTY with the management
of community drive thru COVID vaccination events. A detailed description of the
services to be performed by Providence is set forth in Exhibit A, which is attached
hereto and incorporated herein by reference.
3. SERVICES PROVIDED BY THE COUNTY
COUNTY shall provide services to assist Providence with the management of a
drive thru COVID vaccination clinic as more fully described on Exhibit A
4.CONTRACT REPRESENTATIVES
Each party to this Agreement shall have a contract representative and may
include a designee.Each party may change its representative or designee upon
providing written notice to the other party.The parties'representatives are as follows:
For Providence: For COUNTY:
Elizabeth Findlay Wt
Contracts Manager • - `1
Providence Health& Services SWWA 'piveC t'' \
413 Lilly Rd NE MS: PBP16 Pdb
Olympia, WA 98506 Le`O C , ►1"`�
Email: elizabeth.findlay @providence.org �t./t1
3(10 A)w ko, ,. 5� .
C1i4 - wo ��`�s3L
5. COMPENSATION
For the services performed hereunder, Providence shall be paid based upon mutually
agreed rates contained in Exhibit B, which is attached hereto and incorporated herein by
reference. Providence will submit invoices to the COUNTY monthly. Invoices shall
provide a detailed description of the services provided by Providence during the billing
period.The COUNTY shall pay Providence for services rendered in the month following
the actual delivery of the work and will remit payment within thirty (30) days from the
date of receipt of billing.
6. AMENDMENTS
Any changes, amendments,or modifications to this Agreement and/or Exhibit A
shall not be binding on the parties unless mutually agreed to by the parties in writing. If
any such changes.amendments,or modifications cause an increase or decrease in the
cost or time required to complete the services,mutually agreed adjustments shall be
made in the contract price and/or the period of service described in Exhibit A.
7. INDEMNIFICATION
Each of the parties agrees to be liable for the conduct of itself, its employees and
officers and to indemnify and hold harmless the other party against any and all claims,
losses,damages,to include costs and expenses(including reasonable attorneys' fees),to
persons or property resulting from acts and/or omissions related to services under this
Agreement. In the event that loss or damage results from the conduct of more than one
party in connection with this MOU,each party agrees to be responsible for its own
proportionate share of the claimant's total damages under the laws of the State of
Washington. This Agreement will not be construed to create a partnership,joint venture,
or employment relationship between Providence and COUNTY.Neither party to this
Agreement shall be considered the agent of the other party.
8. INSURANCE
Each party shall continuously maintain throughout the Term of this Agreement
and at its own expense,either through a program of self-insurance or procured through a
commercial insurance company with a minimum A.M.Best rating of A-:V1I,doing
business as an admitted carrier in the State of Washington,comprehensive general and
professional liability insurance and property damage insurance adequate to insure against
any liability arising out of this Agreement,regardless of when a claim based on an
alleged error or omission is made, with limits no less than those customarily carried by
similar entities. In no event will the limits of said policies be considered as limiting the
liability of either party under this Agreement.Each party agrees to name the other party,
its employees and officers as additional insured on its general liability policy. Each
party shall also maintain worker's compensation insurance providing statutory limits as
required by the State of Washington,and employer's liability insurance with minimum
limits of One Million Dollars($1,000,000). Upon request,each party shall furnish the
other party with evidence of such insurance. During the term of this Agreement, each
party shall immediately notify the other of any material change in such insurance.
9. REMEDIES AND APPLICABLE LAW
The parties agree that damages may be inadequate to compensate for the unique
losses to be suffered in the event of a breach hereof,and that the damaged party will be
entitled, in addition to any other remedy it may have under this Agreement or at law,to
seek and obtain injunctive and other equitable relief, including specific.performance of
the terms of this Agreement without the necessity of posting bond. This Agreement will
be governed in all respects by,and construed and enforced in accordance with, the laws
of the State of Washington,without regard to any rules governing conflicts of laws.
10.TERMINATION
a. Either party may terminate this Agreement without cause by giving ten
(10)days written notice to the other party. In the event the Agreement expires and the
parties continue to provide services under the Agreement,the parties will be deemed to
be in a month-to-month contract("Holdover Period")and subject to all of the same
terms and conditions of this Agreement. During the Holdover Period,the parties will
endeavor in good faith to negotiate a new agreement.
11. ASSIGNMENT
Neither party may assign this Agreement, in whole or in part,without the party's
prior written consent. All the terms and provisions of this Agreement will be binding
upon and inure to the benefit of and be enforced by the parties hereto and their respective
successors and permitted assigns.
12. WAIVER OF RIGHTS
The parties agree that the excuse or forgiveness of performance,or waiver of
any provision(s)of this Agreement does not constitute a waiver of such provision(s)or
future performance or prejudice the right of the waiving party to enforce any of the
provisions of this Agreement at a later time.
13. INDEPENDENT CONTRACTOR
Each party will perform services as an independent contractor and this
Agreement will not be construed to create a partnership,joint venture,or employment
relationship between COUNTY and Providence. No employee or agent of a party will
represent himself or herself to be an employee or agent of the other party or enter into
any agreement on the other party's behalf or in the other party's name. Each party will
retain full control over the manner in which the services are performed.
14. COMPLIANCE WITH LAWS
During the term of this Agreement and for a period of four years after the
termination hereof, both parties shall grant access to the following documents to the
Secretary of the U.S. Department of Health and Human Services("Secretary"),the U.S.
Comptroller-General and their authorized representatives: this Agreement,and all
books,documents and records necessary to verify the nature and costs of services
provided hereunder. If either party carries out the duties of this Agreement through a
subcontract worth Ten Thousand Dollars($10,000)or more over a twelve(12)month
period with a related organization,this subcontract shall also contain a clause permitting
access by the Secretary, Comptroller-General and their authorized representatives to the
related organization's books, documents and records.
15.NONDISCRIMINATION
Neither party shall differentiate or discriminate in its performance under this
Agreement on the basis of race,color,national origin,ancestry,sex, marital status, age,
or on any other basis prohibited by applicable law.
16. GOVERING LAW
The validity,performance,construction and interpretation of this Agreement
shall be governed by Washington law.
17. SEVERABILITY
If any part of this Agreement is held by a court of competent jurisdiction of or
federal law to be invalid,void or unenforceable,the remaining provisions will
nevertheless continue in full force and effect,
t
18. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties with respect
to the subject matter described herein and all prior or contemporaneous oral or written
communications,understandings,or agreements between COUNTY and Providence with
respect to such subject matters are hereby superseded in their entirety.
19.NOTICES
Any notices shall be effective if personally served upon the other party or if
mailed by registered or certified mail,return receipt requested,to the addresses set
out in Section 4.Notice may also be given by facsimile with the original to follow
by regular mail.Notice shall be deemed to be given three days following the date of
mailing or immediately if personally served. For service by facsimile,service shall
be effective upon receipt during working hours.If a facsimile is sent after working
hours, it shall be effective at the beginning of the next working day.
PROVIDENCE HEALTH& SERVICES COUNTY:
—WASHINGTON d/b/a
PROVIDENCE MEDICAL GROUP
SOUTHWEST WASHINGTON By:
Name: 4v5i'v
Title: _
By: I y 1Vi�pv SV\v,IZ 1+4\ ,v1 4
Name: Russell goe
Title: Chief Operating Officer 3e
APPROVED:
PROVIDENCE HEALTH&SERVICES
—WASHINGTON
By: � V L r--____3/1 424
Name: Darin Goss
Title: Chief Executive,PSPH&PCH
6„//By:
Name: •• -11. I e 16,I
Title. EVP Chief Executive WA and MT
EXHIBIT A
1. The services to be performed by Providence under this Agreement are set
forth as follows:
As part of Providence's activity at the Southwest Washington Fairgrounds
COVID-19 Drive-Thru Vaccination Events for community members,
Providence shall provide the following:
• Vaccine management to include the following:
o Procurement
o Storage/handling
o Transport
o Data reporting
o IIS entry
• Patient Scheduling
• Vaccine administration to include the following:
o All related PPE and Supplies
o Clinical team to administer.
• On site check in staff
• COVID Vaccine Call/email center
2. The services to be performed by the COUNTY under this Agreement are
set forth as follows:
• On site facility management:
o Set up
o Take down
o Traffic control
o Signage
o Security
3. It is anticipated that drive-thru vaccine events will take place weekly or as
often as supply of vaccine and demand is available and appropriate.
EXHIBIT B
COMPENSATION
The CONTRACTOR'S compensation under this Contract, which is described in Section
5 of the Contract(COMPENSATION), is set forth as follows:
Up to $51.23 per patient, total, including all expenses and taxes (reduce charges due to
cost savings from implementation of technology)
Total compensation paid to Providence by County shall not exceed$51.23 per patient per
Covid-19 vaccine, not to exceed $2,000,000.00 for this contract including all expenses
and taxes.
Invoices shall be emailed with all required supporting documentation to:
Email:
cc to:
Invoices and backup documentation sent shall not contain patient names or other
information that could identify the individual, except as a patient number or account
number not containing PI-11 or PII; patient names, addresses and PH shall be redacted to
otherwise masked so that it is not disclosed in the invoice record. Providence shall
maintain and secure auditable records as required by law and the terms of this contract.
Providence shall charge County for services according to the chart below outlining
Providence costs and requested reimbursement per patient for COVID-19 vaccine.
Staff Hourly Total time per patient
(15 mins)*
Schedule Management $30.76 $7.69
Dose Prep $30.76 $7.69
Vaccine Administration $30.76 $7.69
Data Entry $30.76 $7.69
COVID Hotline $30.76 $7.69
Administrative Cost(vaccine management and $51.12 $12.78
handling)
TOTAL cost per patient - $51.23
BOCC AGENDA ITEM SUMMARY
Resolution: BOCC Meeting Date: March 23, 2021
Suggested Wording for Agenda Item: Agenda Type: Deliberation
Approve a Professional Services Agreement for COVID-19 drive-thru vaccination events between
Lewis County and Providence Health & Services Washington (Providence)
Contact: Susan Caldwell Phone: 3607401224
Department: PHSS - Public Health & Social Services
Description:
Providence Health & Services Washington (Providence) shall provide services to assist Lewis
County with the management of community drive-thru COVID vaccination events at the Southwest
Washington Fairgrounds. Lewis County will provide services to assist Providence with the
management of a drive-thru COVID vaccination clinic. Drive-thru vaccine events will take place
weekly or as often as supply of vaccine and demand is available and appropriate. February 26,
2021 through December 31, 2021.
Approvals: Publication Requirements:
Publications:
User Status
Erik Martin Pending
J.P. Anderson Pending
PA's Office Pending
Tammy Martin Pending
Additional Copies: Cover Letter To:
Sandi Andrus, Stacey Loflin, Suzette Smith, Providence
Grace Jimenez, Michelle Sauter, Michelle Elizabeth Findlay email:
Sabin, Jill Nielson, Lee Wlazlak, Meja Handlen elizabeth.findlay @providence.org