CONTRACT FOR SERVICES

THIS AGREEMENT made this day of December, 2020, by and between Xxxxxx County, Idaho, a political subdivision of the State of Idaho, (hereinafter referred to as “County”), and St. Luke’s Wood River Foundation, Inc., a non-profit corporation, Xxxxxx County, Idaho, hereinafter referred to as (“Contractor”);

WHEREAS, the COVID-19 pandemic has resulted in a high infection rate within Xxxxxx County, Idaho; and

WHEREAS, because of this high infection rate, local governments within Xxxxxx County have enacted emergency measures designed to lessen community spread and the potential for overwhelming local health resources; and

WHEREAS, these emergency measures resulted in significant financial and social impacts throughout Xxxxxx County; and

WHEREAS, systematic testing and surveillance of communities within Xxxxxx County is necessary to aid in containing and understanding the pandemic within Xxxxxx County; and

WHEREAS, County and Contractor desire to enter into a contract for services for the provision of an expanded COVID-19 testing program within Xxxxxx County; and

WHEREAS, providing this expanded COVID-19 testing program will provides County with a much necessary public service in responding to the COVID-19 pandemic; and

WHEREAS, providing this expanded COVID-19 testing program will promote the public health, safety, and welfare of the citizens of Xxxxxx County.

NOW, THEREFORE, in consideration of the above recitals, the agreements, covenants, conditions and mutual promises herein set forth, it is hereby agreed as follows:

1. TERM. This Agreement shall be in full force and effect upon execution and will remain in effect until _.

2. CONTRACTOR’S RESPONSIBILITIES.

(a) Contractor agrees to contract with InnerHealthMD, PC, dba COVID Outreach Wood River (“Subcontractor”), which will administer the payroll, website, encrypted email service, google voice phone service, scheduling software, IT services, and miscellaneous supply purchasing, for expanded COVID-19 testing.

(b) Subcontractor will administer the program to provide expanded COVID-19 testing and produce invoiced reports of expenses, and Contractor will reimburse Subcontractor for these services.

Subcontractor.

(d) Contractor agrees to provide facilities and personnel to

perform the administrative duties necessary to provide expanded COVID-19 testing within Xxxxxx County, Idaho. These duties include, but are not limited to payroll, website, encrypted email service, google voice phone service, scheduling software, IT services, and miscellaneous supply purchasing. Contractor shall also oversee and manage the expanded COVID-19 testing process.

3. COUNTY RESPONSIBILITIES.

(a) In exchange for Contractor’s responsibilities set forth herein, County agrees to seek reimbursement from State and Federal funding made available for governmental response to the COVID-9 pandemic (CARES funding). In accordance with the Reporting requirements of Section 4 of this agreement, Contractor shall submit requests for CARES funding reimbursement to the County. Once these requests are received County agrees to submit them as a request for CARES funding reimbursement from the applicable state or federal agency having oversight over such funds.

(b) Upon approval and payment of such reimbursement by the applicable state or federal agency, County shall forward all reimbursable funds to Contractor within 14 days. Upon denial of such reimbursement by the applicable state or federal agency, County shall be under no responsibility to provide compensation to Contractor.

(c) The parties agree that in performing its responsibilities, County is merely a “pass through” entity seeking reimbursement on Contractor’s behalf, and that County is not responsible for the unrecovered administrative, actual, or medical costs of the COVID-19 testing program.

4. REPORTS TO BOARD: Contractor shall submit monthly invoices or reports to the Board outlining the scope of reimbursable work performed during the preceding month and all actual expenses compensable as CARES funding requests incurred during the preceding month, which reports shall be due the first Monday of each month of this Agreement.

5. INDEPENDENT CONTRACTOR. The parties agree that, to the extent there is a contractual relationship created herein, Contractor, and its agents and employees, are independent contractors of County and are in no way employees or agents of County and are not entitled to workers' compensation or any benefit of employment with the County. County has no responsibility for security or protection of Contractor's supplies or equipment. Contractor will provide its own office space and necessary support staff, equipment and supplies.

6. INDEMNIFICATION. Contractor agrees fully to indemnify, save and hold harmless County and their respective officers, agents and employees from and against all claims and actions arising out of damages or injuries to third persons or their property, caused by the fault or negligence in whole or in part of Contractor, its agents, subtenants, or employees in the operation of the obligations incurred under this Agreement. County agrees fully to indemnify, save and hold harmless County and their respective officers, agents and employees from and against all claims and actions arising out of damages or injuries to third persons or their property, caused by the fault or negligence in whole or in part of County, its agents, subtenants, or employees in the operation of the obligations incurred under this Agreement.

7. COMPLIANCE WITH LAWS. Contractor agrees to comply with all federal, state, county and municipal laws, rules and regulations in his performance under this Agreement.

8. MERGER. This Agreement embodies the sole understanding of the parties. There are no other oral or written agreements outside of this Agreement. No modification, amendment or addition to this Agreement shall be effective unless agreed to by the Parties in a written instrument duly executed by Contractor and the County.

9. WAIVER. The failure of any Party to insist upon strict performance of any of the obligations contained herein shall not be deemed a waiver of any rights or remedies that said Party may have, and shall not be deemed a waiver of any subsequent breach in the performance of any of the terms and provisions contained herein by the same or any other person.

10. THIRD PARTY BENEFICIARY RIGHTS. This Agreement is not intended to create, nor shall it be in any way interpreted or construed to create, any third party beneficiary rights in any person not a party hereto unless otherwise expressly provided herein.

11. CAPTIONS AND HEADINGS. The captions and headings in the Agreement are for reference only and shall not be deemed to define or limit the scope or intent of any of the terms and provisions contained herein.

12. CONSTRUCTION. No presumptions shall exist in favor of or against any party to this Agreement as a result of the drafting and preparation of this Agreement.

13. VENUE AND GOVERNING LAW. In the event an action is brought to enforce or interpret this Agreement, the parties submit to the exclusive jurisdiction of the courts of the State of Idaho, and agree that venue for any such action shall be in Xxxxxx County, Idaho. The validity, performance and construction of this Agreement shall be governed by the laws of the State of Idaho.

14. ATTORNEY FEES. In the event any person initiates or defends any legal action or proceeding to enforce or interpret any of the terms of this Agreement, or to declare forfeiture or termination, the prevailing party in any such action or proceeding shall be entitled to recover from the losing party its reasonable costs and attorney's fees (including its reasonable costs and attorney's fees on any appeal).

15. TERMINATION. Any party to this Agreement may terminate its obligations under this Agreement upon providing the other parties with thirty (30) days written notice.

16. MODIFICATION. There shall be no modification of this Agreement unless executed in writing by the parties.

Executed and effective as of the day and year provided herein. DATED this day of December, 2020.

XXXXXX COUNTY, IDAHO

By: Xxxxx Xxxxxxxxx

Chairman, Board of County Commissioners

Attest:

XxXxxx Xxxxx, Xxxxxx County Clerk

ST. LUKE’S WOOD RIVER FOUNDATION, INC.

By:

STATE OF IDAHO )

) ss County of Xxxxxx )

On this day of December, 2020, before me, the undersigned, a notary public for the state of Idaho, personally appeared XXXXX XXXXXXXXX, known to me to be the Chair of the Board of County Commissioners of Xxxxxx County, a political subdivision which executed the foregoing instrument, and acknowledged to me that he executed the same on behalf of said political subdivision.

IN WITNESS WHEREOF, I have set my hand and affixed my official seal the day and year in this certificate first above written.

Notary Public for Idaho

Residing at:

(seal) Commission Expires: