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020-08 - AWC/Healthforce - ContractL- */ aglA6/2AaA 89:25 3549959629 CITY OF PORT ORCHARD Notice Address: \t- \F PAGE A2/A2 {Y,' }IEAUITIFOHCE*drrrtr(t lrlrrlH a6irrtlotll ,* Y-LL-(?g Notice Address: X,I.805 N Creek ParkwaY S, Suite 113 Bothell, Washington 98011 Attentiorr ; Cu$tgrner Relations SI^EBSTAruCE AffiIISE THSTTruG &. hfiRO AGffi,EHffiMNT' ERg, [NC.City of By; Title: Dated: an d follows: X. By: Title: DaLed: Senvlcesrtr he oroviilSd,By rlqalthFotrce, HealthForce shall Eupport Custome/s g the substarrce abuge testing and Medlcal ilvilw OtriieiCmROi'seriices listia on adribtt & to thls Agreement (the "Seruices"), u,The initial term of this Servlce Agreernent shall begin on B. Cornnerrsstion. Cushmer shall compensate HealtftForce for the Services in accordance wlth the Provisions of Etltibil E. 4.@ThlsAgreemerrtissubiecttotheadditionalGeneralProvisionsset forth on EHrlUIt C.. S, ffttiffiAg(EqmgilI, This Agreement, induding the Efiibits hereto, constlffrtes tIe entire ffintracfbehreen the parties and supersedes any and all prior and contemporanEous, oral or writEn representafions-, communicattons, understsndings and igreemlnts between the parties with respect to the subJect rnatter hereof. Attention: \.7-\- \- Exhibit A to the Substance Abuse Testing & MRO Agreement HEALTHTOHCt Services HealthForce shall provide Customer with support for a drug and alcohol testing program for both commercial drivers (Non-Random Federal) and non-drivers (Non-Federal). For commercial drivers, the program shall include controlled substance and alcohol testing, medical review officer, record keeping and repofting services, and quality assurance in compliance with the current requirements of the U.S. Department of Transportation as set forth at 49 CFR Part 40 (the "DOT Regulatlons"). For non-drivers, the progrcm shall include controlled substance and alcohol testing (on demand), medical review officer (positive tests only), record keeping and reporting services, and quality assurance. Controlled Substance Testing.o HealthForce shall provide, or subcontract for, collection of urine samples at the locations included in the HealthForce collection network (the "Collection Network").. HealthForce shall provide custody-and-control forms (*CCF") and specimen collection kits for use in collections at each of the locations in the Collection Network.. All HealthForce employees and subcontractors providing testing services shall have completed training in accordance with DOT regulations and shall perform collections in accordance with the following procedure: o Identify employee, secure belongings and inspect pocket contents for adulterants.o Select collection kit, instruct employee and escort employee to secured restroom.o Receive sample from employee and evaluate volume and temperature.o Pour specimen into containers, label and date them in presence of employee.o Obtain employee initials on specimen seal and have employee complete second page of CCF.o Complete CCF, seal lab copy with specimen and secure for shipment to lab.o Provide employee with copy of completed CCF.. HealthForce shall subcontract with a SAMSHA-certified laboratory to provide analysis of urine specimens in accordance with DOT Regulations. HealthForce shall periodically submit required "blind" specimens to the laboratory on behalf of Customer's employees subject to DOT Regulations.. HealthForce and Customer shall treat a "failure to submit" as a "positive" drug test under the DOT Regulations, requiring mandatory assessment by a Substance Abuse Professional ("SAP') and follow-up testing as required by the SAP. Breath Alcohol Testing.. HealthForce shall provide, or subcontract for, breath alcohol testing at each of the locations in the Collection Network.. Breath alcohol testing shall be performed by a ceftifled Breath Alcohol Technician using an evidential breath-testing device approved by the National Highway Traffic Safety Administration and results recorded on a US Department of Transportation Alcohol Testing Form (ATF) when applicable. Tests shall be performed in accordance with the following procedure: o Perform the breath alcohol test first if a drug test and breath alcohol test are to be performed during the same collection site visit. MDRUG& ALCOHOL CONSORTIUM a a \_- \-t-o Identiff employee, secure their belongings and move to private area for test.o Testing procedures are explained and consent section is signed by employee prior to the test.o Employee provides deep lung sample and result displayed on testing device is shown to employee.o Instrument provides a printed result, which is also shown to the employee, then affixed to the ATF. o If result is less than 0.020 gm AIc/210L of breath, technician completes information and signs form and results are faxed then mailed to the DER within 24 hours. o If result is 0.020 or greater, a 15 minute wait period is implemented to eliminate any interference from mouth alcohol. Employee must not eat, drink or smoke and is observed during wait period. o A confirmatory test is performed no sooner than 15 but within 30 minutes of the original test.o If result is still positive, the employee signs a statement on the ATF that they will not perform safety sensitive duties, including driving; DER or designee is notified immediately so that the employee may be relieved of duty and transpoftation arrangements made. The Breath Alcohol Technician shall repoft confirmed positive tests for commercial drivers operating under 49 CFR Part 382 to the Washington State Department of Licensing within three (3) business days of the confirmed test. Employees who are selected for breath alcohol testing are required to report for testing directly following notification. Any employee failing to report directly shall be regarded as a "faiture to submit." HealthForce and Customer shall treat a "failure to submit" as a opositive" drug test under the DOT Regulations, requiring mandatory assessment by an SAP and follow- up testing as required bY the SAP. Medical Review Officer. HealthForce shall provide Customer with an MRO with the following minimum qualifications :. The MRO shall be a licensed physician knowledgeable in substance abuse disorders, the medical use of prescription drugs and the pharmacology and toxicology of illicit drugs. . The MRO shall be certified by the American Association of Medical Review Officers or the Medical Review Officer Certification Council.. The MRO shall be familiar with the Employer's Plan and Policy. The MRO shall perform for Customer the duties required by the DOT Regulations, as set forth below:r Receive negative and confirmed positive drug test results from the SAMSHA ceftified laboratory.r Request, if needed, a quantitative description of test results. e Receive and revlew a certified copy of the original CCF to ensure that it is complete and sufficient of its face.. Review and interpret confirmed positive test results. o Inform and conduct a medical interview with the individual with a confirmed positive test result.o Review the individual's relevant medical history, or any other relevant biomedical factors. . Give the individual an opportunity to discuss test results, either by telephone or face-to-face. o Consult with laboratory officials or other drug abuse experts, as necessary, o Reject urinalysis results that do no comply with the mandatory guidelines. . Delermine whether a result is consistent with legal drug use; report to Customer substance use which may compromise safetY.o prior to verifying a positive test result, determine that there is clinical evidence, in addition to the urine test, of unauthorized use of any opium, opiate, or opium derivative. o o a \-:z \-r- Notify individual with a verifled positive result that the individual has seventy-two (72) hours in which to request a test of the split specimen at another SAMHSA certified laboratory. Forward results of verified positive tests to the DER using the elected notification method and be available for consultation with the DER. Testify in court or other grievance proceedings, as necessary, regarding verified positive findings. Reporting. HealthForce shall provide reporting services as follows:. HealthForce shall repoft negative drug test results for employees subject to the DOT Regulations to the designated employer representative (*DER") by the next business day after the related sample is received by the lab. Negative drug test results for other employees will be repofted to Customer's third pafi administrator.. The MRO shall report conflrmed positive tests for commercial drivers to the Washington State Department of Licensing within three (3) business days of the confirmed test.. HealthForce shall provide Customer with an annual repoft of testing of commercial drivers performed pursuant to this Agreement in a format which meets DOT Information Systems requirements. Record Keeping. HealthForce shall provide record keeping services as follows:. HealthForce shall maintain custody of all records related to negative results for testing of employees subject to the DOT Regulations including MRO copy of CCF, lab report, and individual employee drug test letter for a period of one year after the test.. HealthForce shall maintain custody of all records related to verified positive, substituted or adulterated results including MRO copy of CCF, lab report, Certifying Scientist report, verification letter, any MRO interview notes, and split testing requests for a period of five years after the test.. In the event that Customer changes MRO relationships, HealthForce shall transfer of all records maintained hereunder to the new MRO within ten working days of receiving notice from Customer of the new MRO's name and address. Audit Support. In the event that Customer is audited by the United States Department of Transportation, HealthForce will supply a list of employees tested, including name, SSN, date of test, category of test and result, for the requested date range. HFP will also provide breath alcohol testing equipment records, instrument quality assurance plan and technician certifications for applicable HealthForce and subcontractor collection sites. Quality Assurance.. HealthForce shall maintain written documentation of al! drug and alcohol service policies and procedures.. HealthForce MRO physicians shall perform monthly internal process audits and quality assurance reviews of at least 5o/o of all negative drug screen collections. . HealthForce shall perform regular quality assurance reviews of its business processes related to drug and alcohol screening to track performance and to identify potential areas for process redesign and improvement.. HealthForce shall perform quafterly proficiency demonstration audits on all of its collectors, and periodic inspections by screening service supervisors, to insure quality and accuracy of collections.. HealthForce shall conduct periodic review of CCFs to insure that collection issues are detected and addressed. M \-/v \-- Exhibit B to the Substance Abuse Testing & MRO Agreement DRUG&ALCOHOL coNSoRTru^r HFArrHfQRC.q Compensation Fee Schedule: Non-Federa! Test, Collection and Laboratory Analysis and MRO Non-Federal Test, Collection and Laboratory Analysis ONLY Non- Federal MRO Review Non-Federal Breath Alcohol Test Network Collection Site Set-up Fee (new sites) Other Fees: Deposition: Expert Witness: Medical Consultation: $50 per test $40 per test $40 per positive $35 per test $100 per site $350/hour $350/hour $200/hour HealthForce shall submit monthly invoices reflecting compensation due on the invoice date. Customer shall pay each invoice within 30 days of the invoice date. Expensesr Customer shall reimburse HealthForce for the actual cost of materials and supplies provided to Customer and its employees in connection with the delivery of the Services, including the cost of labor used to prepare such materials and supplies (the "Expenses"). Reimbursement for the Expenses shall be due at the end of each month in arrears. . _\-./\-Y-eMDRUG&ALCOHOL CONSORTIUI,t H,HA}-TIJI;qR,q-q Exhibit C to the Substance Abuse Testing & MRO Agreement General Provisions 1 Confidentiality of Individually ldentifiable Health Information.(a) Definition. For purposes of this Agreement, "Individually Identifiable Health Information" has the same meaning as set forth in 42 U.S.C. S132Od, which is any information, including demographic information, collected from an individual that has been received or created by HealthForce and relates to the past, present or future physical or mental health or condition of an individual, the provision of health care to an individual, or the past, present or future payment for the provision of health care to an individual and identifies the individual or with respect to which there is a reasonable basis to believe that the information can be used to identify the individual. (b) Restrictions on Use and Disclosurt. HealthForce hereby assures Customer that HealthForce will appropriately safeguard Individually Identifiable Health Information made available to or obtained by HealthForce. Furtherrnore, HealthForce shall not use such Individually Identifiable Health Information except in furtherance of the purposes set fofth in this Agreement. In implementation of such assurance and without limiting the obligations of HealthForce otherwise set fofth in this Agreement or imposed by applicable law, HealthForce hereby agrees to comply with applicable requirements of state and federal law relating to Individually Identifiable Health Information and with respect to any task or other activity HealthForce performs on behalf of Customer, to the extent Customer would be required to comply with such requirements. Confidentiality of Business Information.(a) Definition. For the purposes of this Agreement, "Confidential Information" means all proprietary or confidential information of a disclosing party (including the terms of this Agreement) or held by the disclosing party under an obligation of confidentiality to a third party, which may be disclosed from one party to the other at any time and from time to time during the term of this Agreement. Information shall not be considered Confidential Information to the extent such information: (a) is publicly disclosed through no fault of the receiving party hereto, either before or after it becomes known to the receiving party; (b) was known to the receiving palty prior to disclosure under this Agreement, which knowledge was acquired independently and not from the disclosing pafi hereto (or such party's employees); (c) subsequently disclosed to the receiving pafi in good faith by a third pafi who has a right to make such disclosure; or (d) was developed independently of and without reference to the disclosing pafi's Confidential Information as evidenced by the receiving pafi's written records. (b) Restrictions on Use and Disclosure. The parties agree that during the term of this Agreement, and for a period of five (5) years after this Agreement terminates or expires, a party receiving Confidential Information of the other party will (i) maintain in confidence such Confidential Information to the same extent such party maintains the confidentiality of its own Confidential Information and at least a reasonable standard of care, (ii) not disclose such Confidential Information to any 2. 5 3, 4. 6. 8 third party, t"*."i,a-o its employees or subcontra.tir;;riders who reasonabty require same for the sole purpose of performing the obligations or exercising the rights of a party hereunder and who agree to be bound by the obligations of confidentiality and non-use set forth herein) without prior written consent of the disclosing party and (iii) not use such Confidential Information for any purpose except those permitted by this Agreement. Proprietary Rights. HealthForce and Customer each recognize that the other holds rights to certain seryice marks, trademarks, logotypes, trade secrets, copyrighted material, technology, software, services, products and other proprietary information f'Proprietary PropertyJ. HealthForce and Customer each agree that they shall not, without the express prior written consent of the other PartY, directly or indirectly, outside of the peformance and delivery of the Services, use, furnish or otherwise divulge to any person or entity any Proprietary Propefi of the other party without prior written consent. Insurance. HealthForce will maintain Comprehensive or Commercial General Liability Insurance (*CGLI") with a minimum limit of $1,000,000 combined single Iimit per occurrence and $3,000,000 in the aggregate, for claims of bodily injury, including death, and property damage that may arise from delivery of the Services. HealthForce will also maintain professional liability insurance, including errors and omissions, of not less than g1,OO0,OO0 combined single limit per occurrence and $3,000,000 in the aggregate. In fulfillment of the requirements set forth in this paragraph, HealthForce may elect to be a named insured under an equivalent CGU or professional liability policy issued to a HealthForce affiliate which provides professional services to HealthForce as a subcontractor in the delivery of the Services. Subcontractons. HealthForce may subcontract part of the performance of the Services to third party healthcare providers, provided that each such subcontractor shall be bound by all applicabte terms and conditions of this Agreement. Notwithstanding the foregoing, all obligations of Customer under this Agreement shall run only to HealthForce. Notices. All notices or other communications hereunder shall not be binding on either party hereto unless in writing and delivered to the other party hereto at the address set iorth on the first page of this Agreement. Notices shall be deemed duly delivered upon hand delivery, receipt of facsimile transmission thereof, or receipt of express or overnig_ht delivery thereof at the addresses specified below or three (3) days after deposit thereof in the United States mail, postage prepaid, certified or registered mail. Any party may change its address for notice by delivery of written notice thereof in the manner provided above. Relationship of Parties. In performing its duties under this Agreement, HealthForce shall exercise professionat judgment free of any direction or control by Customer so long as the terms and objectives of this Agreement are being met. Nothing in this Agreement is intended to create an employment, joint venture, or partnership relationship between Customer and HealthForce. Amendment. The parties shall not modify or amend this Agreement except by a written instrument signed by both parties. Assignment. Neither party may assign its rights or duties under this Agreement without the prior written apprwal of the other party, which approval shall not be unreasonably withheld or delayed. 7 9. \-''J \' -10. Indemniftca$on.(a) fndemnificaUon of HealthForce by Customer. Customer shall defend, indemnify and hold harmless HealthForce and its officers, directors, shareholders, employees, representatives and agents, from any loss or damage and from and against all claims (including costs of judgments, settlements, court costs and attorneys'fees) asserted against all or any of them resulting from, arising out of, or relating to (a) the failure of Customer, its employees and their dependents, sales representatives, agents or Customers to follow instructions, warnings or recommendations furnished by HealthForce with respect to the Services, (b) misrepresentation by Customer, its employees, sales representatives or agents to HealthForce, (c) any breach of the terms of this Agreement by Customer or (d) the sole or contributing negligence of Customer, its employees, sales representatives or agents in connection with the performance of the Services. (b) Indemnification of Customer by HealtfrForce. HealthForce shall defend, indemnify and hold harmless Customer and its officers, directors, shareholders, employees, representatives and agents from any loss or damage and against all claims (including costs of judgments, settlements, court costs and attorneys' fees) asserted against all or any of them resulting from, arising out of or relating to (a) any breach of the terms of this Agreement by HealthForce or (b) the sole or contributing negligence of HealthForce, its employees, sales representatives or agents in connection with the performance of the Services. (c) Indemnification Procedurc. The party entitled to indemnification (the "Indemnified Party") under this Agreement shal! promptly notify the party obligated to provide such indemnification (the "Indemnifying Pafi") of any claim for which the Indemnified Party seeks indemnification and the Indemnifying Party shall have the right to conduct the defense or settlement of any such claim at the Indemnifying Pafi's sole expense, and the Indemnified Party shall cooperate with the Indemnifying Party.The Indemnified Party shall nonetheless have the right to participate in the defense and shall have the right to approve the settlement of any claim hereunder that imposes any liability or obligation other than the payment of monetary damages 11. Governing law. This Agreement shall be construed and enforced in accordance with the internal laws of the state of Washington without regard to another state's choice of law rules. Any suit hereunder shall be brought in Snohomish County, Washington or the U.S. District Court located in Seattle, Washington. Customer hereby submits to the personal jurisdiction of such courts. 1-2. Warranty. HealthForce warrants that the Services will be performed in a professional, workmanlike manner, in accordance with state and federal law, and will substantially conform to the standards set forth in this Agreement at the time of performance, as limited or modified by the disclaimer set forth in Section 13 below. HealthForce does not warrant results or the achievement of Customer objectives for the Services and HealthForce is not responsibte for the work or activity of any Customer personnel or for the work or activity of any medical providers other than those providers employed or contracted by HealthForce for the delivery of the Services. HealthForce makes no other warranty, express or imPlied. 13. LimitaUon of Liabillty. HealthForce shall not be liable for any indirect, special, consequential, incidental, exemplary or punitive damages arising out of the performance of the Services.