LOCUM TENENS - DR. AMANDA MASKOVYAK.DOCX
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1 I. RECITALS A. THIS INDEPENDENT CONTRACTOR AGREEMENT (“the Agreement”), dated as _________________________ (the “Effective Date”), is by and between Maricopa County (the “County”) and Dr. Amanda Maskovyak (“Contractor”). B. This Agreement sets forth the complete understanding between the County and Contractor concerning services performed by the Contractor for the County. C. Maricopa County, as referred to in this Agreement, means Maricopa County, a political subdivision of the State of Arizona, and its past, present and future board members, supervisors, administrators, managers, trustees, directors, officers, agents, representatives, employees, employee benefit programs (and the trustees, elected officials, administrators, fiduciaries and insurers of such programs), departments and special districts, and all other persons acting by, through, under or in concert with any of the persons or entities listed herein and their successors (collectively, the “County”). D. Engagement. The County hereby engages Contractor, and Contractor accepts such engagement, to provide services in accordance with the terms of this Agreement. II. COVENANTS 1. Location of Practice. Contractor’s practice of medicine on behalf of the County shall be conducted at the Maricopa County Office of the Medical Examiner at 701 W. Jefferson Street, Phoenix AZ 85007, as from time to time amended. 2. Scope of Duties. Contractor shall render forensic pathology services for the County as set out in Exhibit 1 (the “Services). 3. Compensation. In consideration of the Services provided by Contractor under this Agreement, County shall compensate Contractor in the manner set out in Exhibit 2 hereto, as from time to time amended, for his or her time spent performing his or her services hereunder. In determining and paying any amounts owed to Contractor under this Section, the County shall have a right of offset against any amounts owed by Contractor to the County under this Agreement. 4. Invoicing. Contractors will need to register in BidSync so payments can be processed. Unless otherwise stated in the Contract, Contractor will submit invoices along with any supporting documentation within thirty (30) days following the last day of the month in which the expenditures were incurred or the Services provided or within thirty (30) days 2 of the delivery of the Services to the County. The prices paid by the County will be those prices listed in this Contract. The County has the right to adjust or return any invoice reflecting incorrect pricing. 5. Expenses. The Contractor shall be responsible for all expenses related to providing the Services under this Agreement, unless agreed to in writing by the parties. In addition, Contractor is responsible for taxes, Social Security contributions/payments, disability insurance, unemployment taxes, travel, lodging, meals, transportation, and any other costs incurred by Contractor, regardless of their connection with the Services provided by Contractor. Pursuant to this Agreement, the Office of the Medical Examiner will not reimburse for travel expenses related to court services. This does not preclude other County Departments or Appointed or Elected Officials from providing reimbursement for court services under their respective policies. 6. Payment. The County shall make payments within thirty (30) days after a correct invoice is received and associated casework for that invoice has been completed. All payments to Contractor will be remitted by mail or electronic funds transfer. 7. Independent Contractor Status. The Contractor, under the code of the Internal Revenue Service (IRS), is an independent contractor. Neither the Contractor, any employees, nor contract personnel are, or shall be deemed, for any purposes to be County employees. In his or her capacity as an independent contractor, Contractor agrees and represents: Contractor has the right to perform services for others during the term of this Agreement; Contractor has the sole right to control and direct the means, manner, and method by which the Services required by this Agreement will be performed. Contractor shall select the routes taken, days of work, and order in which the work is performed. Neither Contractor, nor the Contractor’s employees or personnel, shall be required to wear any uniform provided by the County but shall comply with County and OME safety directives and dress codes; the Services required by this Agreement shall be performed by the Contractor; the Contractor shall not receive any training from the County in the professional skills necessary to perform the Services required by this Agreement; and the Contractor shall not be required by the County to devote full-time to the performance of the Services required by this Agreement. 8. Professional Standards. Contractor shall perform his or her duties under this Agreement in accordance with prevailing professional standards and rules of ethics of the medical profession, generally, as well as applicable standards and rules governing his or her specialty area of practice. Contractor shall also adhere to the County’s policies and procedures, to the standards of the National Association of Medical Examiners, and to 3 the applicable rules and standards governing medical staff membership at any facility where Contractor holds medical staff membership. 9. Federal and State Tax. Under this Agreement, the County shall not be responsible for: withholding FICA, Medicare, Social Security, or any other federal or state withholding taxes from payments made to the Contractor; making federal or state unemployment compensation contributions on the Contractor’s behalf; or the payment of any taxes imposed as a result of payment for the Services under this Agreement, including all applicable income taxes and, if the Contractor is not a corporation, all applicable self- employment taxes. 10. Unemployment Compensation. County shall make no state or federal unemployment compensation payments on behalf of Contractor. Contractor will not be entitled to and shall not seek these benefits in connection with work or Services performed under this Agreement. 11. Workers’ Compensation. County shall not provide workers’ compensation insurance to Contractor. Contractor is not an employee of the County and is not covered under County’s workers’ compensation program. Any injuries should be reported immediately to the Office of the Medical Examiner’s Human Resources representative. 12. Case Records. Contractor shall timely keep and maintain adequate case records for all of the Services provided hereunder in accordance with customary standards of good medical practice and any further documentation procedures established by the County from time to time. All case records, files, papers, documents, audio dictations, and materials generated in connection with the Services shall be the property of the County. Following termination of this Agreement for any reason, the County shall, upon reasonable and appropriate request by the Contractor, and at Contractor’s expense, make available to Contractor the County’s case records that may be necessary for Contractor’s preparation of a defense against any malpractice claim, response to federal, state or private investigation or claim, or for another bona fide purpose. Contractor shall secure appropriate releases covering the dissemination of such materials as necessary. If Contractor requires a report only, he/she should complete a Public Records Request. If Contractor requires additional documents, including photographs, the Office of the Medical Examiner must receive a court order or subpoena. 13. Term and Termination. Unless terminated earlier as described below, the term of this Agreement shall be one (1) year from the Effective Date. The County may, at its option 4 and with the agreement of Contractor, renew the term of this Agreement for additional terms up to a maximum of ten (10) years. Notwithstanding anything in this Agreement to the contrary, this Agreement may be terminated without cause, for any reason or no reason, by either party upon three (3) days written notice to the other. Upon receipt of the written notice, Contractor shall immediately stop all work, as directed in the notice, and minimize all further costs to the County. Contractor shall be entitled to receive just and equitable compensation for work in progress, work completed and services accepted before the effective date of the termination. 14. Proprietary Information. Proprietary information, under this Agreement, shall include the product of all work performed under this Agreement (“Work Product”), including without limitations all notes, reports, documentation, drawings, computer programs, inventions, creations, works, devices, models, work-in-progress and deliveries. These will be the sole property of the County, and Contractor hereby assigns to the County all right, title and interest therein, including but not limited to all audiovisual, literary, moral rights and other copyrights, patent rights, trade secret rights and other proprietary rights therein. Contractor retains no right to use the Work Product and agrees not to challenge the validity of the County’s ownership in the Work Product. 15. Professional Liability Insurance. Contractor shall pay for and maintain professional liability insurance in an amount not less than $1M per occurrence and $1M aggregate, including the cost of an extended reporting endorsement for at least 10 years covering the time Contractor provided the Services hereunder upon termination or expiration of this Agreement. 16. General Liability Insurance. Contractor shall pay for and maintain general liability insurance in amounts not less than $500,000 per occurrence and $1M aggregate. 17. Auto Liability Insurance. Contractor shall pay for and maintain Auto Liability coverage in an amount not less than limits required by Arizona statute. Contractor shall provide evidence of personal auto policy in the form of their declaration page upon request. 18. Indemnification by Contractor. To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless the County, its agents, representatives, officers, directors, officials, and employees for, from and against all third-party claims, damages, losses, and expenses, including, but not limited to attorneys’ fees, court costs, expert witness fees, and the costs and attorneys’ fees for appellate proceedings, arising out of, or alleged to have resulted from, the negligent acts, errors, omissions or mistakes relating to the performance of this contract. 5 Contractor’s duty to defend, indemnify and hold harmless the County, its agents, representatives, officers, directors, officials, and employees shall arise in connection with any third-party claim, damage, loss, or expense that is attributable to bodily injury, sickness, disease, death, or injury to, impairment of, or destruction of tangible property, including loss of use resulting therefrom, caused by any negligent acts, errors, omissions, or mistakes in the performance of this contract, a subcontractor of the Contractor, anyone directly or indirectly employed by them, or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss, or expense is caused in part by a party indemnified hereunder. The scope of this indemnification does not extend to the sole negligence of the County. 19. Application of Insurance Proceeds. The amount and type of insurance coverage requirements set forth in this Agreement shall in no way be construed as limiting the scope of the indemnification provision above. The amount of indemnification owed by the Contractor to the County may be reduced by the amount of insurance proceeds paid to the County under Contractor’s policy(ies); provided, however, that no provision hereof is intended to, nor shall it have, the effect of, reducing the amount of available insurance coverage for any party pursuant to any prohibition against assumed contracted liability or otherwise, and shall be construed in a manner to maximize the availability of such coverage for the benefit of the County and/or Contractor. 20. Notice of Claim. As soon as practicable, the County shall provide written notice to Contractor as provided in this Agreement of any claim, demand, or other matter to which Contractor’s indemnification obligation may apply, and shall give Contractor reasonable opportunity to defend the same at Contractor’s expense and with counsel of Contractor’s own selection; provided, however, that the County shall at all times also have the right to participate in the defense at its own expense. If the claim is one that cannot by nature be defended solely by Contractor, the County shall make available all information and assistance that Contractor may reasonably request. If Contractor shall, within a reasonable time after notice, fail to defend, the County shall have the right, but not the obligation, to undertake the defense of, and to compromise or settle (exercising reasonable business judgment) the claim or other matter on behalf, for the account and at the risk of the Contractor. As soon as practicable, the Contractor shall provide written notice to the County as provided in this Agreement of any claim, demand, or other matter to which Contractor’s indemnification may apply. 21. Confidentiality. The Contractor acknowledges that it will be necessary for the County to disclose certain confidential and proprietary information to the Contractor in order for the Contractor to perform the Services under this Agreement. The Contractor 6 acknowledges that disclosure to a third party or misuse of this proprietary or confidential information would irreparably harm the County. Accordingly, the Contractor will not disclose or use, either during or after the term of this Agreement, any proprietary or confidential information of the County without the County’s prior written permission except to the extent necessary to perform the Services on the County’s behalf. Proprietary or confidential information includes, but is not limited to: The written, printed, graphic, or electronically recorded materials furnished by the County for Contractor to use; any written or tangible information stamped “confidential,” “proprietary,” or with a similar legend; or any information that County makes reasonable efforts to maintain the confidentiality of. Upon termination of the Contractor's services to the County, or at the County's request, the Contractor shall deliver to the County all materials in the Contractor's possession relating to the County's business. The Contractor acknowledges any breach or threatened breach of confidentiality of this Agreement will result in irreparable harm to the County for which damages would be an inadequate remedy. Therefore, the County shall be entitled to equitable relief, including an injunction, in the event of such breach or threatened breach of confidentiality. Such equitable relief shall be in addition to the County's rights and remedies otherwise available at law. 22. No Partnership, Employment, or Exclusive Relationship. This Agreement does not create a partnership, agency, or employment relationship between the County and the Contractor. Unless otherwise directed, Contractor shall have no authority to enter into contracts on the County’s behalf; represent the County in any manner; or use the name, logo, or likeness of the County in any publicity or media material without the County’s prior written consent. Each party will retain complete control over services of their own that are outside of this Agreement. Further, each party may enter into similar agreements with other individuals or entities, provided that such agreements do not materially interfere with the ability of each party to carry out their obligations hereunder. 23. Court Services. The Contractor acknowledges that he or she may be called to provide deposition, trial preparation, or testimony relating to any post-mortem examinations performed by Contractor under this Independent Contractor Agreement. The Contractor has a duty to cooperate with all requests related to court services. 24. Assignment and Delegation. The Contractor may not assign rights and may not delegate duties under this Agreement to other individuals or entities acting as subcontractors unless approved in writing by the County. 7 25. Governing Law and Venue. This Agreement shall be construed in accordance with the laws of the State of Arizona. Exclusive venue for any actions or proceedings related to or stemming from this Agreement shall be in the state or federal courts sitting in Phoenix, Arizona. 26. Severability. This Agreement shall remain in effect in the event a section or provision is unenforceable or invalid. All remaining sections and provisions shall be deemed legally binding unless a court rules that any such provision or section is invalid or unenforceable, thus, limiting the effect of another provision or section. In such case, the affected provision or section shall be enforced as so limited. 27. Breach Waiver. Any waiver by the County of a breach of any section of this Agreement by the Contractor shall not operate or be construed as a waiver of any subsequent breach by the Contractor. 28. Conflict of Interest. The County’s participation in this Agreement is subject to A.R.S. § 38- 511, which provides that this Agreement may be cancelled if any person significantly involved in initiating, negotiating, securing, drafting or creating this Agreement on behalf of the County is, at any time while this Agreement, or any extension thereof, is in effect, an employee or agent of the other party to this Agreement in any capacity or consultant of the other party with respect to the subject matter of this Agreement. 29. Entire Agreement. This Agreement, along with any attachments or addendums, represents the entire agreement between the parties. Therefore, this Agreement supersedes any prior agreements, promises, conditions, or understandings between the parties. 8 Exhibit 1 Contractor shall render forensic pathology services for the County as set out below: Contractor will conduct exams and investigation on routine, non-criminal cases that fall under the jurisdiction of the Maricopa County Office of the Medical Examiner (OME) per A.R.S. §11-593. Contractor will prepare a complete postmortem examination report detailing findings of the exam, ancillary test results, final diagnoses, and a summary and opinion including a final cause and manner of death. Contractor shall supply his/her own laptop which will be authorized to connect to the County system through VPN access. No County work shall be saved on a personal device, but instead within the County and Office of Medical Examiner electronic systems (CME and OnBase). Contractor shall consult with families, law enforcement, attorneys, and other individuals as required to discuss findings. Contractor should complete cases within 45 days after exam date; timeline is extended for cases with histology so that Contractor has opportunity to return to OME for review of slides. Contractor will provide services according to OME standards. Contractor must have background check conducted by Maricopa County. Contractor will be required to attest to safety requirements, including understanding of recommendations for standard immunizations and N95 fit testing. Contractor will be assigned a minimum of 4 routine, non-criminal cases per day. 9 Exhibit 2 County shall compensate Contractor as follows: Flat rate per day worked of $2000/day. Contractor is responsible for booking and paying for all travel and related expenses. 10 Signature of Consultant: _______________________ Date: __________________ IN WITNESS WHEREOF, the County has caused this Agreement to be executed by its duly authorized officer this _________ day of _______________________, 20______. MARICOPA COUNTY Chairman, Board of Supervisors Date ATTEST: Clerk of the Board Date APPROVED AS TO FORM: Deputy County Attorney Date