2001-88-Resolution No. 2001-010 Recorded 2/15/2001VOL: CJ2001 PAGE: 88
RECORDED DOCUMENT
STATE OF OREGON
COUNTY OF DESCHUTES
*CJ2001-88 * Vol -Page Printed: 02/28/2001 09:05:57
DO NOT REMOVE THIS CERTIFICATE
(This certificate constitutes a part of the original instrument in accordance with
ORS 205.180(2). Removal of this certificate may invalidate this certificate and affect
the admissibility of the original instrument into evidence in any legal proceeding.)
I hereby certify that the attached instrument was received
and duly recorded in Deschutes County records:
DATE AND TIME:
DOCUMENT TYPE:
Feb. 15, 2001; 8:10 a.m.
Resolution (CJ)
NUMBER OF PAGES: 10
MARY SUE PENHOLLOW
DESCHUTES COUNTY CLERK
MAR 2 9
�FP'2 S 2001
RESOLUTION TO CONTRACT i
LEGAL
RESOLUTION NO. 2001-010
RESOLVED, that DESCHUTES COUNTY, an Oregon municipal corporation, contract with
Y&S Pharmacy Services, hereinafter referred to as "Contractor," for pharmaceutical services
for the Deschutes County Adult Jail marked Exhibit "A" and attached hereto and made a part
hereof, upon the terms and conditions set forth therein.
RESOLVED FURTHER, that Dennis Luke, Commissioner and/or Michael Daly,
Commissioner acting together with Tom DeWolf, Chair of this corporation be, and they hereby
are, authorized, directed and empowered, in the name of this corporation, to execute such
Contract.
RESOLVED FURTHER, that the authorized officers be, and they hereby are, authorized,
directed and empowered, in the name of this corporation, to do or cause to be done all such
further acts and things as they shall deem necessary, advisable, convenient, or proper in
connection with the execution and delivery of any such Contract and in connection with or
incidental to the carrying of the same into effect, including, without limitation on the scope of the
foregoing, the execution acknowledgement, and delivery of any and all instruments and
documents which may reasonably be required by Contract under or in connection with any such
Contract.
RESOLVED FURTHER, that the Contract qualifies as "exempt" from the requirements of
competitive bidding pursuant to ORS 279.015(1)(g) because pursuant to the Lane County
procurement (Bid No. LCP2000-06) the cost is provided by a contract with another public
agency.
RESOLVED FURTHER, that any provision of the Contract relating to non -appropriation of
funds and/or non -substitution of equipment shall be construed so as not to constitute a debt as
that term has been construed under the laws of the State of Oregon.
I, Tom DeWolf, Chair of DESCHUTES COUNTY, a municipal corporation organized under
the laws in the State of Oregon, do hereby certify that the foregoing is a full, true and correct
copy of the resolution of the Board of Commissioners of Deschutes County, duly and regularly
passed and adopted at a meeting of the Board which was duly and regularly called and held in all
respects as required by law at the office thereof on the 14th day of February 2001, at which
meeting a majority of the board was present and voted in favor of the said resolution.
I further certify that said resolution is still in full force and effect and have not beernd or
revoked and that the specimen signatures appearing below are the signatures of theteers'
authorized to sign for this corporation by virtue of the said resolution. <`: '
rn.
co
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Page I of 2 — RESOLUTION TO CONTRACT
IN WITNESS WHEREOF, we have hereunto set our hands as such Chairman and
Commissioners of the said municipal corporation, this day February 14, 2001.
Authorized Signatures:
BOARD OF COUNTY COMMISSIONERS
OF DESCHUTES COUNTY, OREGON
DeWolf, Chair
Denn' uke, Commissioner
ATTEST: Michael . aly, Commissioner
r'�17V.�
Recording Secretary
Page 2 of 2 — RESOLUTION TO CONTRACT
A IFtM EWE D
Exhibit Z111\Q
PHARMACEUTICAL SERVICES CONTRACT
FOR ADULT JAIL ! LEGAL COUNSEL
This Agreement, made and entered into by and between Deschutes county, a political
subdivision of the State of Oregon, hereinafter referred to as "County," and Y&S Pharmacy
Services, Inc., a Pennsylvania Corp, Federal Tax Identification Number 23-2013561, hereinafter
referred to as "Contractor,"
WITNESSETH:
IT IS HEREBY AGREED by and between the parties mentioned above, for and in consideration
of the mutual promises hereinafter stated as follows:
1. Effective Date. This Agreement shall become effective upon the date of execution of the last
party's signature indicated below, and shall automatically renew annually thereafter, unless
terminated as set forth in Paragraph 2.
2. Termination. This Agreement may be terminated by County or Contractor upon thirty (30)
days written notice to the other party.
3. Contractor's Services. During the term of this Agreement, Contractor agrees to provide the
following services and products to the inmates at the Deschutes County Adult Jail:
A. Fill and Deliver Prescription. Contractor will fill all prescription items daily, Monday
through Saturday. Sunday orders, if needed, will be filed through an emergency service. All
prescriptions will be filled and delivered to the facility within 24 hours unless the Facility is
notified otherwise.
B. Emergency Service. Contractor will arrange with a local pharmacy to provide STAT
prescription items. The cost of the emergency pharmacy bill will be billed directly to Contractor.
C. Dispensing System. Contractor will dispense all prescriptions via a "blister card"
medication dispensing system. Contractor will provide non -solid medications and supplies (e.g.,
inhalers, ointments, etc.) in the manufacture's original packaging.
D. Medication Quantities. Contractor shall dispense oral tablets and capsule medications
in sufficient quantities to provide continuous care.
E. Controlled Substances. Contractor shall provide all prescribed controlled substances in
blister cards of 30 doses for easy accountability and will dispose of unused controlled substances
and at no expense to County, according to applicable state and federal resolutions.
F. Starter Stock. Contractor shall maintain starter stock located at County. Items will be
determined in consultation with County. Starter stock shall remain the property of Contractor.
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G. Drug Box. Contractor shall maintain a drug box located at the Facility. Items in each
drug box will be determined in consultation with appropriate County personnel at the Facility.
H. Generic Medications. Contractor shall dispense all Prescription items generically
unless there is no generic substitute. All medications will be rated AB or greater and will be
purchased from companies that are approved by the FDA.
I. Meetings & Inspections. Contractor shall conduct a quarterly Pharmaceutical and
Therapeutic Committee meeting with physicians either employed by, or under contract with
County. Other medical and administrative staff as determined by County will be included in the
meeting. Contractor will also provide a pharmacist to inspect the medication room quarterly. It
is determined that monthly audits are required the cost of the eight additional will be the
responsibility of County.
J. FAX Machines & Medication Carts. Contractor agrees to provide one fax machine for
the transmission of orders to the pharmacy. Contractor will also supply a toll-free fax and phone
number for transmission of orders and consulting with staff.
K Old Unused Medications. Contractor will arrange for the removal of outdated,
discontinued, excess or unused medication and give County credit for these in the next monthly
billing as outlined in Paragraph 5.13.
L. Medication Carts. Contractor agrees to provide the necessary medication carts if
required for the blister pack medication cards to administer the medications.
M. Re_ -marts. Contractor will provide County with monthly reports on pharmaceutical
usage. These reports are designed to give the administrator the information needed to control
pharmacy costs and usage. If County requires a special report, Contractor will provide it at no
additional cost.
N. Medications in Stock. Contractor agrees to properly package and label drugs that
County has in stock on the effective data of this Agreement at no additional costs.
O. Medication Administration Records (MAR). Contractor will provide the Facility with
computer generated Medication Administration Records (MAR) delivered no later than the 27`h
day of each month for the following month for all inmates who have prescribed medications.
4. Representation and Warranties.
A. Contractor represents and warrants to County that:
1) This Agreement, when executed and delivered, shall be a valid and binding
obligation of Contractor enforceable in accordance with its terms;
2) The services under this Agreement shall be performed in a good and
workmanlike manner and in accordance with the highest professional standards;
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3) Contractor represents and warrants that it is currently in compliance with all
State, Federal and local pharmaceutical licensing requirements and that this licensing compliance
shall continue in full force and effect during the term of this Agreement. If at any time, any
license held by Contractor is terminated, qualified, suspended or in any other way detrimentally
affects, Contractor shall immediately notify County.
4) Contractor represents and warrants that it's dispensing of prescription items
shall be in compliance at all times with appropriate State, Federal and Local pharmaceutical laws
and regulations.
5) Contractor represents and warrants that its representative signing this Agreement
has the necessary authority to enter into this Agreement on behalf of Contractor.
6) Contractor is a Pennsylvania corporation in good standing and is qualified to do
business in the state of Oregon.
5. Fees.
A. All medications will be invoiced at Average Wholesale Price minus 12% (AWP -12%).
B. Contractor will issue credit for discontinued and returned items in the following
manner:
Full cards with a value greater than Two Dollars ($2) will be credited 100% at
Contractor's cost.
Partial cards with a value greater than two dollars ($2) will be credited at 50%
of Contractor's cost.
C. Contractor will arrange for quarterly medication room audits by a consultant
pharmacist.
County may determine that certain new prescription orders must be immediately filled and
delivered to the inmate. The cost of any such "STAT" orders will be passed through to County
each month without an additional charge.
Contractor will send an invoice along with detailed bills to County by the fifth working day of
the following month. Payment of the bill shall be due by the 30th of the month.
6. Independent Contractor. Contractor is engaged hereby as an independent contractor and will
be so deemed for purposes of the following:
A. Contractor will be solely responsible for payment of any federal or state taxes required
as a result of this Agreement.
B. This Agreement is not intended to entitle Contractor to any benefits generally granted
to County employees. Without limitation, but by way of illustration, the benefits which are not
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intended to be extended by this Agreement to Contractor are vacation, holiday and sick leave,
other leaves with pay, tenure, medical and dental coverage, life and disability insurance,
overtime, Social Security, Workers' Compensation, unemployment compensation, or retirement
benefits (except insofar as benefits are otherwise required by law if Contractor is presently a
member of the Public Employees Retirement System).
C. Contractor is an independent contractor for purposes of the Oregon Workers'
Compensation law (ORS Chapter 656) and is solely liable for any Workers' Compensation
coverage under this Agreement. If Contract has the assistance of other persons in the
performance of this Agreement, Contractor shall qualify and remain qualified for the term of this
Agreement as a direct responsibility employer under ORS 656.407, and furnish County with
evidence of said insurance. If Contractor performs this Agreement without the assistance of any
other person, Contractor shall execute a Joint Declaration with County's Workers' Compensation
carrier absolving County of any and all liability from Workers' Compensation provided in ORS
656.029(2).
7. Assignment. Contractor shall not delegate, assign, sell or transfer the responsibility for
providing services hereunder to any other individual, firm, business or agency.
8. Constraints. Pursuant to the requirements of ORS 279.310 through 279.320 and Article XI,
Section 10, of the Oregon Constitution, the following terms and conditions are made a part of
this Agreement.
A. Contractor shall:
1) Make payments promptly, as due, to all persons supplying to Contractor labor or
materials for the prosecution of the work provided for in this Agreement;
2) Pay all contributions or amounts due the Industrial Accident Fund from such
contractor or subcontractor incurred in the performance of this Agreement;
3) Not permit any lien or claim to be filed or prosecuted against County on account
of any labor or material furnished; and
4) Pay to the Department of Revenue all sums withheld from employees pursuant
to ORS 316.167.
B. If Contractor fails, neglects or refuses to make prompt payment of any claim for labor
or services furnished to Contractor or a subcontractor by any person in connection with this
Agreement as such claim becomes due, the proper offices representing County may pay such
claim to the person furnishing the labor or services and charge the amount of the payment against
funds due or to become due Contractor by reason of this Agreement.
C.
1) Employees of contractor shall be paid at least time and a half for all overtime
worked in excess of forty (40) hours in any one week, except individuals under this contract who
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are excluded under ORS 653.010 to 653.261 or under 29 U.S.C. Sections 201 to 209 from
receiving overtime.
2) Employees shall be paid at least time and a half for all work performed on the
following legal holidays:
a) New Year's Day on January 1.
b) Memorial Day on the last Monday in May
c) Independence Day on July 4.
d) Labor Day on the first Monday in September
e) Thanksgiving Day on the fourth Thursday in November.
f) Christmas Day on December 25.
3) An employer must give notice to employees who perform work under this
Agreement in writing, either at the time of hire or before commencement of work on the
contract, or by posting a notice in a location frequented by employees, of the number of hours
per day and days per week that employees may be required to work.
D. Contractor shall promptly, as due, make payment to any person or partnership,
association or corporation furnishing medical, surgical and hospital care or other needed care and
attention incident to sickness and/or injury to the employees of Contractor, of all sums which
Contractor agrees to pay for such services, and all monies and sums which Contractor collected
or deducted from the wages of Contractor's employees pursuant to any law, contract or
agreement for the purpose of providing or paying for such services.
E. This agreement is expressly subject to the debt limitation of Oregon counties set forth
in Article XI, Section 10, of the Oregon Constitution, and is contingent upon funds being
appropriated therefore. Any provisions herein, which would conflict with law, are deemed
inoperative to that extent.
9. Hold Harmless. Contractor shall indemnify, save harmless and defend the County from and
against any and all claims, lawsuits, or actions for damages, costs, losses and expenses, arising
from Contractor's torts, as the term "tort" is defined in ORS 30.260(8).
10. Contractor Not an Agent of County. It is agreed by and between the parties that Contractor is
not carrying out a function on behalf of County, and County does not have the right of direction
or control of the manner in which Contractor delivers services under this Agreement or exercise
any control over the activities of Contractor.
11. Partnership. County is not, by virtue of this Agreement, a partner or joint venturer with
Contractor in connection with activities carried out under this Agreement, and shall have no
obligation with respect to Contractor's debts or any other liabilities of each and every nature.
12. Insurance. In conjunction with all services performed under this Agreement:
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A. Contractor shall maintain Commercial General Liability insurance with minimum
limits of $500,000 per occurrence/$1,000,000 aggregate and shall name County, its officers,
agents, employees and volunteers as an additional insured.
B. Contractor shall maintain automobile liability insurance of not less than the limits set
forth below. Insurance shall provide coverage for any motor vehicle driven during the course of
providing services under this Agreement.
1) $500,000, combined single limit, or
2) Split limits of $250,000 per person, $500,000 per occurrence and $100,000
property damage.
C. All insurance policies shall be written on an occurrence basis and be in effect for the
term of this Agreement. Authorization from County is required for any policy written on a
"claims made" basis.
D. Proof of Workers' compensation from the contractor and all sub -contractors required
prior to the commencement of labor
E. Prior to execution of this Agreement, Contractor shall provide County with Certificates
of Insurance, or copies of insurance policies and declarations as evidence of insurance
requirements under this paragraph.
F. Contractor shall immediately notify County if any insurance coverage required by this
Agreement will be canceled, not renewed, or modified in any way. Thirty -day cancellation
notice required on all policies.
G. County reserves the right to require complete, certified copies of all required insurance
policies, at any time.
H. Contractor shall maintain Professional Liability Insurance with minimum limits of
$500,000 per occurrence/$1,000,000 aggregate. The insurance policy shall name the
Contractor's business and any of the Contractor's employees providing professional services
under this Agreement. If the policy is written on a "Claims Made" basis, the Contractor shall
maintain Professional Liability insurance coverage three years following the termination of the
contract.
13. Non -Discrimination. Contractor agrees that no person shall, on the grounds of race, color,
creed, national origin, sex, marital status, or age, suffer discrimination in the performance of this
Agreement when employed by Contractor. Contractor agrees to comply with Title VI of the
Civil Rights Act of 1964, with Section V of the Rehabilitation Act of 1973, and with all
applicable requirements of federal and state civil rights and rehabilitation statutes, rules and
regulations. Additionally, each party shall comply with the Americans with Disabilities Act of
1990 (Pub. L. No. 101-336), ORS 659.425, and all regulations and administrative rules
established pursuant to those laws.
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14. Non -Appropriation. In the event sufficient funds shall not be appropriated for the payment
of consideration required to be paid under this Agreement, and if County has no funds legally
available for consideration from other sources, then County may terminate this Agreement in
accordance with Paragraph 2 of this Agreement.
15. Severability. The terms and conditions of this Agreement shall be deemed to be severable.
Consequently, if any cause, term or condition hereof shall be held to be illegal or void, such
determination shall not effect the validity or legality of the remaining terms and conditions
hereunder.
16. Amendment to Agreement. No amendment to this Agreement shall be valid or enforceable
unless in writing and executed by duly authorized representatives of both parties.
17. Counterparts. This Agreement may be executed simultaneously in two or more counterparts
each of which shall be deemed an original, but all of which shall constitute one and the same
instrument.
18. Attorney Fees. In the event an action, lawsuit or proceeding, including appeal therefrom, is
brought for failure to observe any of the terms of this Agreement, each party shall be responsible
for their own attorney fees, expenses, costs and disbursements for said action, lawsuit,
proceeding or appeal.
19. Governing Law. The validity and construction of this Agreement is governed by the laws of
the State of Oregon, as well as the interpretation of the parties' rights and duties without
reference to conflict of laws. Oregon courts have sole jurisdiction over the parts and subject
matter arising from this Agreement.
20. Notices. All notices or other writings required under this Agreement shall be deemed to have
been made when sent by certified mail to the following address or to such other address at the
parties may designate in writing:
CONTRACTOR: Y&S Pharmacy
Attn: Ellen Yankellow, PharmD, President
3741 Old Georgetown Road
Baltimore, MD 21227
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COUNTY: Deschutes County Adult Jail
Attn: Jennifer Lawrence
63333 Highway 20 West
Bend, OR 97701
Dated this ✓day of 2001.
COUNTY:
ATTEST:
{
Recording Secretary
BOARD OF COUNTY COMMISSIONERS
OF DESCHUTES COUNTY, OREGON
eWolf, Chair
Dennis R. Luke, Commissioner
Dated this *�6day of , 2001.
CONTRACTOR:
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Y & S PHARMACY SERVICE, INC.
Ellen H. Yankellow
PharmD, President