LOCUM TENENS - DR. MICHAEL HAYS.PDF

I. RECITALS

A. THIS INDEPENDENT CONTRACTOR AGREEMENT (“the Agreement”), dated as
(the “Effective Date”), is by and between Maricopa County (the “County”) and Michael
Hays, MD (“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.

Il. 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

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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.

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.

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.

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.

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

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the applicable rules and standards governing medical staff membership at any facility
where Contractor holds medical staff membership.

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. Upon demand, the Contractor shall provide the County with proof
that such payments have been made.

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.

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.

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.

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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
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.

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.

Professional Liability Insurance. Contractor shall pay for and maintain professional
liability insurance in an amount not less than $1M per occurrence and $3M 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.

General Liability Insurance. Contractor shall pay for and maintain general liability
insurance in amounts not less than $500,000 per occurrence and $1M aggregate.

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.

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 claims, damages, losses and
expenses, including, but not limited to, attorneys’ fees, court costs, expert witness fees,
and the cost of appellate proceedings, relating to, arising out of, or alleged to have
resulted from the negligent acts, errors, omissions or mistakes relating to Contractor’s

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performance under this Agreement. Contractor’s duty to defend, indemnify and hold
harmless the County, its agents, representatives, officers, directors, officials, and
employees shall include, but not be limited to, any claim, damage, loss or expense that is
attributable to bodily injury, sickness, disease, death, or injury to, impairment, or
destruction of property, including loss of use resulting therefrom, caused by any negligent
acts, errors, omissions or mistakes in Contractor’s performance of the Services under this
Agreement including any person for whose acts, errors, omissions or mistakes Contractor
may be legally liable.

- 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.

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.

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
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

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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.

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.

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.

. 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.

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.

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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.

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.

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.

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.

Exhibit 1

Contractor shall render forensic pathology services for the County as set out below:

e 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.

e 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.

e 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 have ability to work a minimum of 3 consecutive days.

¢ 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.

e Contractor will provide services according to OME standards.

e Contractor must have background check conducted by Maricopa County.

e 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.

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.

Signature of Consultant: wehbe ter

Date: 0S August Z2o2s

IN WITNESS WHEREOF, the County has caused this Agreement to be executed by its duly

authorized officer this day of

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MARICOPA COUNTY

Chairman, Board of Supervisors

ATTEST:

Clerk of the Board

APPROVED AS TO FORM:

/s/ Randall B. Pennington
Deputy County Attorney

Date

Date

8/25/2021
Date