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Professional Services Agreement
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PROFESSIONAL SERVICES AGREEMENT
Between
KITTITAS COUNTY PUBLIC HEALTH
And
COMMUNITY HEALTH OF CENTRAL WASHINGTON
This Agreement dated as of January 1, 20165 is made by and between Kittitas County (hereinafter
“the County”) and Community Health of Central Washington (hereinafter “Contractor”). The County and
Contractor agree as follows:
General Conditions;
Exhibit A (Scope of Work);
Exhibit B (Compensation);
Exhibit C (Proof of Insurance);
Exhibit D (2015-2017 Consolidated Contract #C17114, between Kittitas County
and the Washington State Department of Health)
Exhibit E (CSHCN Quarterly MCHBG Reporting Form)
Copies of which are attached hereto and incorporated herein by this reference as fully as if set forth herein.
The following documents and/or laws are incorporated by reference as fully as if set forth herein:
HRSA - Title V Maternal and Child Health Services Block Grant Program
http://mchb.hrsa.gov/programs/titlevgrants/index.html
Social Security Act Title V Laws:
http://www.ssa.gov/OP_Home/ssact/title05/0500.htm
The term of this Agreement shall commence on January 1, 20165 and continue until December
31September 30, 20165. Any party may terminate this Agreement by giving thirty (30) days notice in
writing either personally delivered or mailed postage-prepaid by certified mail, return receipt requested, to the
party's last known address for the purposes of giving notice under this paragraph.
Contractor acknowledges and by signing this Agreement agrees that the Indemnification provisions
set forth in Paragraphs 7 (Independent Contractor), 9 (Taxes), 15 (Defense and Indemnity Agreement), 21
(Patent/Copyright Infringement) and 24 (Confidentiality), are totally and fully part of this Agreement and
have been mutually negotiated by the parties.
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IN WITNESS WHEREOF, the parties have executed this Agreement this ____ day of ____________,
20165.
APPROVED:
COMMUNITY HEALTH OF BOARD OF COUNTY COMMISSIONERS
CENTRAL WASHINGTON KITTITAS COUNTY, WASHINGTON
__________________________ ______________________________
Signature of Signatory Gary BerndtPaul Jewell, Chairman
(Date __________)
___________________________ ______________________________
Print Name of Signatory Gary Berndt, Obie , Vice-Chairman
______________________________
Paul JewellObie O'Brien, Commissioner
Attest:
___________________________
Clerk of the Board
Contractor Address: County’s Address:
Community Health of Central Washington Kittitas County Public Health Department
501 S 5th Ave. 205 West 5th Avenue, Suite 108
Yakima, WA 98902 Ellensburg, WA 98926
Contractor DUNS: County’s DUNS:
86-798-2324 01-020-2547
Project Contact: Project Contact:
Paul Kaschmitter Liz WhitakerKasey Knutson
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GENERAL CONDITIONS
1. Scope of Contractor's Services:
Contractor agrees to provide to the County services and any materials set forth in the project narrative
identified in Exhibit "A" during the Agreement period. No material, labor, or facilities will be furnished by
the County, unless otherwise provided for in the Agreement.
2. Performance of Work:
Contractor shall perform work in accordance with, and shall comply with, all of the provisions of this
Agreement. All work shall comply with applicable codes, ordinances and the Consolidated Contract (Exhibit
D).
3. Schedule of Performance:
Unless directed otherwise by the County, Contractor shall perform the work in accordance with any
schedules made a part of this Agreement.
4. Definitions:
4.1 “Additional Insured’s” means the County, its successors and assigns, and
the respective directors, officers, employees, agents and representatives of the County and its
successors and assigns.
4.2 “Support” means the following: Contractor’s directors, officers, employees, agents and
representatives; and sub-Contractors of any tier; the respective directors, officers,
employees, agents and representatives of these sub-Contractors of any tier; and any other
person or entity acting under the direction or control of, or on behalf of, Contractor or any
Contractor’s sub-Contractors of any tier in connection with or incident to the performance of
the Work or this Agreement.
4.3 The “Work” means all of the duties listed in Exhibit A and the performance of all other
obligations, under this Agreement by Contractor or its Support.
5. Accounting and Payment for Contractor Services:
Payment to the Contractor for services rendered under this Agreement shall be as set forth in Exhibit
"B". Where Exhibit "B" requires payments by the County, payment shall be based upon billings, supported
unless otherwise provided in Exhibit "B", by documentation of units of work actually performed and amounts
earned, including where appropriate, the actual number of days worked each month, total number of hours for
the month, and the total dollar payment requested. Unless specifically stated in Exhibit "B" or approved in
writing in advance by the Kittitas County Board of Commissioners, the County will not reimburse the
Contractor for any costs or expenses incurred by the Contractor in performance of this Agreement.
Where required, the County shall, upon receipt of appropriate documentation, compensate the Contractor, no
more often than monthly, through the County voucher system, for the Contractor’s service pursuant to the fee
schedule set forth in Exhibit "B".
6. Assignment and Subcontracting:
No portion of this Agreement may be assigned or subcontracted to any other individual, firm or entity
without the express and prior written approval of the County.
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7. Independent Contractor:
The Contractor’s services shall be furnished by the Contractor as an independent Contractor and nothing
herein contained shall be construed to create a relationship of employer-employee or master-servant, but all
payments made hereunder and all services performed shall be made and performed pursuant to this
Agreement by the Contractor as an independent Contractor.
The Contractor acknowledges that the entire compensation for this Agreement is specified in Exhibit "B" and
the Contractor is not entitled to any County benefits including, but not limited to: vacation pay, holiday pay,
sick leave pay, medical, dental, or other insurance benefits, or any other rights or privileges afforded to
Kittitas County employees.
Contractor will defend, indemnify and hold harmless the County, its Additional Insured’s, officers, agents or
employees from any loss or expense, including but not limited to settlements, judgments, setoffs, attorneys'
fees or costs incurred by reason of claims or demands because of breach of the provisions of this paragraph.
8. No Guarantee of Employment:
The performance of all or part of this Agreement by the Contractor shall not operate to vest any employment
rights whatsoever and shall not be deemed to guarantee any employment of the Contractor or any employee
of the Contractor or any sub-Contractor or any employee of any sub-Contractor by the County at the present
time or in the future.
9. Taxes:
The Contractor understands and acknowledges that the County will not withhold Federal or State income
taxes. Where required by State or Federal law, the Contractor authorizes the County to make withholding for
any taxes other than income taxes (i.e. Medicare). All compensation received by the Contractor will be
reported to the Internal Revenue Service at the end of the calendar year in accordance with the applicable IRS
regulations. It is the responsibility of the Contractor to make the necessary estimated tax payments
throughout the year, if any, and the Contractor is solely liable for any tax obligation arising from the
Contractor’s performance of this Agreement. The Contractor hereby agrees to indemnify the County against
any demand to pay taxes arising from the Contractor’s failure to pay taxes on compensation earned pursuant
to this Agreement.
The County will pay sales and use taxes imposed on goods or services acquired hereunder as required by law.
The Contractor must pay all other taxes including, but not limited to: Business and Occupation Tax, taxes
based on the Contractor’s gross or net income, or personal property to which the County does not hold title.
The County is exempt from Federal Excise Tax.
10. Regulations and Requirement:
This Agreement shall be subject to all laws, rules and regulations of the United States of America, and State
of Washington, and political subdivisions of the State of Washington and to any other provisions set forth
herein or in the attached exhibits. The Contractor agrees to comply with all terms and conditions of the
Consolidated Contract (Exhibit D), including all terms, conditions, assurances and certifications for the tasks
subcontracted in the Scope of Work (Exhibit A).
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11. Right to Review:
This contract is subject to review by any Federal or State auditor. The County or its designee shall have the
right to review and monitor the financial and service components of this program by whatever means are
deemed expedient by the County. Such review may occur with or without notice, and may include, but is not
limited to, on-site inspection by County agents or employees, inspection of all records or other materials
which the County deems pertinent to the Agreement and its performance, and any and all communications
with or evaluation by service recipients under this Agreement. The Contractor shall preserve and maintain all
financial records and records relating to the performance of work under this Agreement for 6 years after
contract termination, and shall make them available for such review, within Kittitas County, State of
Washington, upon request.
12. Modifications:
12.1 Either party may request changes in the Agreement. Any and all agreed modifications shall
be in writing, signed by each of the parties.
12.2 The County may, at any time, by written notice thereof to Contractor (“Change Notice”)
make changes in the Work within the general scope of this Agreement, including, but not
limited to: (a) changes in, revisions to, substitutions for, additions to or deletions of any
Work; (b) changes in schedule; and (c) acceleration, deceleration or suspension of
performance of any Work.
12.3 If any change in the Work causes an increase or decrease on Contractor’s cost of, or the time
required for, performance of the Work, an equitable adjustment in the compensation to
Contractor and in the schedule for the performance of the Work shall be made to reflect such
an increase or decrease.
12.4 Notwithstanding any dispute or delay in arriving at a mutually acceptable equitable
adjustment, Contractor shall proceed in accordance with all Change Notices. Contractor
must, within thirty (30) days after receipt of any Change Notice that does not set forth any
acceptable adjustment, submit to the County a written statement setting forth any adjustment
claimed.
12.5 If any change results in a decrease in the Work performed, Contractor shall be entitled to
compensation associated with changing the Work, such as revising design already
completed, revising calculations already performed, and revising documents.
13. Termination for Default:
If the Contractor defaults by failing to perform any of the obligations of the Agreement or becomes insolvent
or is declared bankrupt or commits any act of bankruptcy or insolvency or makes an assignment for the
benefit of creditors, the County may, by depositing written notice to the Contractor in the U.S. mail, postage
prepaid, terminate the Agreement, and at the County's option, obtain performance of the work elsewhere. If
the Agreement is terminated for default, the Contractor shall not be entitled to receive any further payments
under the Agreement until all work called for has been fully performed. Any extra cost or damage to the
County resulting from such default(s) shall be deducted from any money due or coming due to the
Contractor. The Contractor shall bear any extra expenses incurred by the County in completing the work, and
all damage sustained, or which may be sustained by the County by reason of such default.
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If a notice of termination for default has been issued and it is later determined for any reason that the
Contractor was not in default, the rights and obligations of the parties shall be the same as if the notice of
termination had been issued pursuant to the Termination for Public Convenience paragraph hereof.
14. Termination for Public Convenience:
The County may terminate the Agreement in whole or in part whenever the County determines, in its sole
discretion that such termination is in the best interests of the County. Whenever the Agreement is terminated
in accordance with this paragraph, the Contractor shall be entitled to payment for actual work performed at
unit contract prices for completed items of work. In the event of such termination, an equitable adjustment
shall be made in the compensation payable to Contractor.
An equitable adjustment in the contract price for partially completed items of work will be made, but such
adjustment shall not include provision for loss of anticipated profit on deleted or uncompleted work.
Termination of this Agreement by the County at any time during the term, whether for default or
convenience, shall not constitute a breach of contract by the County.
15. Defense & Indemnity Agreement:
The Contractor agrees to and shall defend, indemnify and hold harmless the County, its Additional Insured’s,
appointed and elective officers, agents and employees, from and against all loss or expense, including but not
limited to judgments, settlements, attorney's fees and costs by reason of any and all claims and demands upon
the County, its Additional Insured’s, its elected or appointed officials, agents, or employees for damages
because of personal or bodily injury, including death at any time resulting therefrom, sustained by any person
or persons and on account of damage to property including loss of use thereof, whether such injury to persons
or damage to property is due to the negligence of the Contractor, its sub-Contractors, its elected officers,
employees or their agents, except only such injury or damage as shall have been occasioned by the sole
negligence of the County, its Additional Insured’s, appointed or elected officials, agents, or employees. It is
further provided that no liability shall attach to the County by reason of entering into this contract, except as
expressly provided herein.
16. Industrial Insurance Waiver:
With respect to the performance of this Agreement and as to claims against the County, its Additional
Insured’s, officers, agents and employees, the Contractor expressly waives its immunity under Title 51 of the
Revised Code of Washington, the Industrial Insurance Act, for injuries to its employees and agrees that the
obligations to indemnify, defend and hold harmless provided in this agreement extend to any claim brought
by or on behalf of any employee of the Contractor. This waiver is mutually negotiated by the parties to
this Agreement.
17. Venue and Choice of Law:
In the event that any litigation should arise concerning the construction or interpretation of any of the terms of
this Agreement, the venue of such action of litigation shall be in the Superior Court of the State of
Washington in and for the County of Kittitas. This Agreement shall be governed by the law of the State of
Washington.
18. Withholding Payment:
In the event the Contractor has failed to perform any obligation to be performed by the Contractor under this
Agreement within the time set forth in this Agreement, then the County may, upon written notice, withhold
all monies due and payable to Contractor, without penalty, until such failure to perform is cured or otherwise
adjudicated.
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19. Future Non-Allocation of Funds:
If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal
period, the County will not be obligated to make payments for services or amounts incurred after the end of
the current fiscal period. No penalty or expense shall accrue to the County in the event this provision applies.
20. Contractor Commitments, Warranties and Representations:
The Contractor represents and warrants to the County as follows:
20.1 The Contractor is duly incorporated, validly existing and in good standing under the
laws of the State of Washington, and has all requisite corporate power and authority to
enter into and to perform its obligations under this Agreement.
20.2 The Contractor has the authority to execute this Agreement, to make the representations
and warranties set forth in it and to perform the obligations of the Contractor under this
Agreement in accordance with its terms.
20.3 This Agreement has been validly executed by an authorized representative of the
Contractor and constitutes a valid and legally binding and enforceable obligation of
Contractor.
20.4 The Contractor has or will obtain prior to the commencement date such licenses,
permits and other authorizations from federal, state and other governmental authorities,
as are necessary for the performance of its obligations under this Agreement.
20.5 The Contractor is not in violation of any applicable law, ordinance or regulation the
consequence of which will or may materially affect Contractor's ability to perform its
obligations under this Agreement. The Contractor is not subject to any order or
judgment of any court, tribunal or governmental agency which materially and adversely
affects its operations or assets in the State of Washington, or its ability to perform its
obligations under this Agreement.
20.6 None of the representations or warranties in this Agreement, and none of the documents,
statements, certificates or schedules furnished or to be furnished by Contractor pursuant
hereto or in connection with the performance of the obligations contemplated under this
Agreement, contains or will contain any untrue statement of a material fact or omits or
will omit to state a material fact necessary to make the statements of fact contained
therein not misleading.
21. Patent/Copyright Infringement:
Contractor will defend and indemnify the County from any claimed action, cause or demand brought against
the County; to the extent such action is based on the claim that information supplied by the Contractor
infringes any patent or copyright. The Contractor will pay those costs and damages attributable to any such
claims that are finally awarded against the County in any action. Such defense and payments are conditioned
upon the following:
21.1 Contractor shall be notified promptly in writing by County of any notice of such claim.
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21.2 Contractor shall have the right, hereunder, at its option and expense, to obtain for the County
the right to continue using the information, in the event such claim of infringement is made,
provided no reduction in performance or loss results to the County.
22. Disputes:
22.1 General
Differences between the Contractor and the County, arising under and by virtue of the
Agreement Documents shall be brought to the attention of the County at the earliest possible
time in order that such matters may be settled or other appropriate action promptly taken.
Except for such objections as are made of record in the manner hereinafter specified and
within the time limits stated, the records, orders, instructions, and decisions of the Kittitas
County Commissioners shall be final and conclusive.
22.2 Notice of Potential Claims
The Contractor shall not be entitled to additional compensation which otherwise may be
payable, or to extension of time for (1) any act or failure to act by the County, or (2) the
happening of any event or occurrence, unless the Contractor has given the County a written
Notice of Potential Claim within ten (10) days of the commencement of the act, failure, or
event giving rise to the claim, and before final payment by the County. The written Notice of
Potential Claim shall set forth the reasons for which the Contractor believes additional
compensation or extension of time is due, the nature of the cost involved, and insofar as
possible, the amount of the potential claim. Contractor shall keep full and complete daily
records of the work performed, labor and material used, and all costs and additional time
claimed to be additional.
22.3. Detailed Claim
The Contractor shall not be entitled to claim any such additional compensation, or extension
of time, unless within thirty (30) days of the completion of the portion of the work from
which the claim arose, and before final payment by the County, the Contractor has given the
County a detailed written statement of each element of cost or other compensation requested
and of all elements of additional time required, and copies of any supporting documents
evidencing the amount or extension of time claimed to be due.
23. Ownership of Items Produced:
All writings, programs, data, public records or other materials prepared by the Contractor and/or its
consultants or sub-Contractors, in connection with performance of this Agreement shall be the sole and
absolute property of the County.
24. Confidentiality:
The Contractor, its employees, sub-Contractors, and their employees shall maintain the confidentiality of all
information provided by the County or acquired by the Contractor in performance of this Agreement, except
upon the prior written consent of the Kittitas County Prosecuting Attorney or an order entered by a court after
having acquired jurisdiction over the County. Contractor shall immediately give to the County notice of any
judicial proceedings seeking disclosure of such information. Contractor shall indemnify and hold harmless
the County, its Additional Insured’s, officials, agents or employees from all loss or expense, including, but
not limited to settlements, judgments, setoffs, attorneys' fees and costs resulting from Contractor’s breach of
this provision.
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25. Notice:
Except as set forth elsewhere in the Agreement, for all purposes under this Agreement, except service of
process, notice shall be given by the Contractor to the department head of the department for whom services
are rendered, and to the Kittitas County Commissioners, 205 W 5th Ave, Suite 108, Ellensburg, WA 98926.
Notice to the Contractor for all purposes under this Agreement shall be given to the address reflected on the
signature page. Notice may be given by delivery or by depositing in the U.S. Mail, first class, postage
prepaid.
26. Severability:
If any term or condition of this Agreement or the application thereof to any person(s) or circumstances is held
invalid, such invalidity shall not affect other terms, conditions or applications which can be given effect
without the invalid term, condition or application. To this end, the terms and conditions of this Agreement
are declared severable.
27. Miscellaneous:
27.1 The County’s failure or delay to insist upon strict performance of any of the provisions of
this Agreement or to exercise any rights or remedies under this Agreement shall not be
construed as a waiver or relinquishment to any extent of its right to assert or rely upon any
such provisions, rights or remedies in that or any other instance; rather the same shall be and
remain in full force and effect.
27.2 This Agreement embodies the entire Agreement between the County and Contractor, and
supersedes any and all prior agreements, regarding the Work. No change, amendment or
modification of any provisions of this Agreement shall be valid unless set forth in a written
instrument signed by the party to be bound thereby.
27.3 The rights and remedies of the County set forth in any provision of this Agreement are in
addition to and do not in any way limit any other rights of remedies afforded to the County
by any other provisions of this Agreement, by any of Contractor’s Support or by law.
27.4 The headings of sections and paragraphs of this Agreement are for convenience of
reference only and are not intended to restrict, affect or be of any weight in the
interpretation or construction of the provisions of such sections or paragraphs.
28. Waiver:
Waiver of any breach or condition of this Agreement shall not be deemed a waiver of any prior or subsequent
breach. No terms or conditions of this Agreement shall be held to be waived, modified or deleted except by
an instrument, in writing, signed by the parties hereto.
29. Survival:
The provisions of paragraphs 7, 9, 11, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 28, 30, and 31, shall
survive, notwithstanding the termination or invalidity of this Agreement for any reason.
30. Nondiscrimination:
30.1 The County is an equal opportunity employer.
30.2 Nondiscrimination in Employment
In the performance of this Agreement, the Contractor will not discriminate against
any employee or applicant for employment on the grounds of race, creed, color,
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national origin, sex, sexual orientation, marital status, age or the presence of any
sensory, mental or physical handicap; provided that the prohibition against
discrimination in employment because of handicap shall not apply if the particular
disability prevents the proper performance of the particular worker involved. The
Contractor shall ensure that applicants are employed, and that employees are
treated during employment without discrimination because of their race, creed, color,
national origin, sex, sexual orientation, marital status, age or the presence of any sensory,
mental or physical handicap. Such action shall include, but not be limited to:
employment, upgrading, demotion or transfers, recruitment or recruitment advertising,
layoff or termination, rates of pay or other forms of compensation, and programs
for training including apprenticeships. The Contractor shall take such action with
respect to this Agreement as may be required to ensure full compliance with local,
state and federal laws prohibiting discrimination in employment.
30.3 Nondiscrimination in Services
The Contractor will not discriminate against any recipient of any services or benefits
provided for in this Agreement on the grounds of race, creed, color, national origin,
sex, sexual orientation, marital status, age or the presence of any sensory, mental or
physical handicap.
30.4 If any assignment and/or subcontracting has been authorized by the County, said
assignment or subcontract shall include appropriate safeguards against discrimination.
The Contractor shall take such action as may be required to ensure full
compliance with the provisions in the immediately preceding paragraphs herein.
31. Prevailing Wage:
Contractor shall pay the prevailing rate of wages to all workers, laborers, or mechanics employed in the
performance of any part of the Work in accordance with RCW 39.12 and the rules and regulations of the
Department of Labor and Industries. The schedule of prevailing wages rates for the locality or localities
of the Work is determined by the Industrial Statistician of the Department of Labor and Industri es. It is
the Contractor's responsibility to verify the applicable prevailing wage rate. It is understood that the
Contractor is responsible for obtaining and completing all required government forms and submitting
same to the proper authorities.
Disputes regarding prevailing wage rates shall be referred for arbitration to the Director of the
Department of Labor and Industries. The arbitration decision shall be final and conclusive and binding on
all parties involved in the dispute as provided for by RCW 39.12.060.
32. Debarment Certification:
The Contractor certifies that it:
32.1 Is not presently debarred, suspended, proposed for debarment, declared ineligible or
voluntarily excluded from covered transactions by any Federal department or agency.
32.2 Has not within a three-year period preceding the execution of this contract with Kittitas
County, been convicted of or had a civil judgment rendered against them for commission
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of fraud or a criminal offense in connection with obtaining, attempting to obtain, or
performing a public or private agreement or transaction, violation of Federal or State
antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or
destruction of records, making false statements, tax evasion, receiving stolen property,
making false claims, or obstruction of justice.
32.3 Is not presently indicted for or otherwise criminally or civilly charged by a governmental
entity (Federal, State, or local) with commission of any of the offenses enumerated in
paragraph 32.2 of this section.
32.4 Has not within a three-year period preceding the preceding the execution of this contract
with Kittitas County had one or more public transactions (Federal, State, or local)
terminated for cause of default.
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EXHIBIT "A"
SCOPE OF WORK
In addition to providing all material and labor, the Contractor shall perform the following:
1) Employ a registered nurse, fully licensed within the State of Washington to perform the work
described below within the Children with Special Health Care Needs Program, hereinafter “CSHCN”.
This work shall include:
a) Providing community access to the CSHCN program and commitment for CSHCN staff to
participate in local, regional and statewide coordinator functions, trainings, meetings and
conferences.
b) Preparation and submittal of data reports to the Kittitas County Public Health Department,
hereinafter, “KCPHD”, Community HealthHealth Promotion Supervisor on a quarterly basis
utilizing the attached CSHCN Quarterly Maternal Child Health Block Grant Reporting Form
(Exhibit E).
c) Meet annually with the KCPHD Community Health Health Promotion Supervisor for a program
work plan review.
d) Perform the following requirements of the 2015-2017 Consolidated Contract between Kittitas
County and the Washington State Department of Health, Contract #C17114, hereinafter the
“Consolidated Contract”, attached hereto as Exhibit D:
i) Complete Child Health Intake Form, hereinafter “CHIF”, using the CHIF Automated System
on all infants and children served by the CSHCN Program as referenced in the CSHCN
Program Manual. (Maternal and Child Health: Task 4a in Exhibit D)
ii) Administer allocated DOH Diagnostic and Treatment funds for infants and children per the
CSHCN Program Manual when funds are used. (Maternal and Child Health: Task 4b in
Exhibit D)
iii) Participate in the CSHCN Regional System and quarterly meetings as described in the
CSHCN Program Manual. (Maternal and Child Health: Task 4c in Exhibit D).
2) Contractor agrees to perform its work according to the requirements of the Consolidated Contract,
and comply with all applicable Consolidated Contract terms, conditions, assurances and certifications.
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EXHIBIT "B"
COMPENSATION
As full compensation for satisfactory performance of the work, the County shall pay Contractor
compensation not to exceed:
1) Payments not less than the minimum amount of $13,3009,945 and up to a maximum amount of
$104,6100 for the delivery of CSHCN care coordination program services. These amounts are based
on projected funding from the Washington State Department of Health Maternal Child Health Block
Grant, which is contingent on the final award from the Washington State Department of Health. In
the event of a reduction of funding, Contractor agrees to an amendment of this section consistent
with the reduction in funding.
Restrictions on Funds: Contractor agrees that payments received from the County under this Agreement
shall not be used for:
1) Inpatient services, other than inpatient services for children with special health care needs or high risk
pregnant women and infants, and other patient services approved by Health Resources and Services
Administration (HRSA).
2) Cash payments to intended recipients of health services.
3) The purchase or improvement of land, the purchase, construction, or permanent improvement of any
building or other facility, or the purchase of major medical equipment.
4) Meeting other federal matching funds requirements.
5) Providing funds for research or training to any entity other than a public or nonprofit private entity.
6) Payment for any services furnished by a provider or entity who has been excluded under Title XVIII
(Medicare), Title XIX (Medicaid), or Title XX (social services block grant).[Social Security Law, Sec
504(b)].
If any charges are imposed for the provision of health services using Title V (Maternal Child Health
Block Grant) funds, such charges will be pursuant to a public schedule of charges; will not be imposed
with respect to services provided to low income mothers or children; and will be adjusted to reflect the
income, resources, and family size of the individual provided the services. [Social Security Law, Sec. 505
(1)(D)].
The Contractor may use an approved federally recognized indirect costs rate negotiated between the
subrecipient and the federal government or, if no such rate exists, a rate negotiated between the pass -
through entity and the subrecipient or a de minimis indirect costs rate. A de minimis indirect cost rate is
defined in the Federal Office of Management and Budget Omni-Circular Uniform Grant Guidance
§200.414 as 10% of modified total direct costs. The Contractor will inform the County as to which
indirect cost rate will be used on invoices sent to the County during the period of this agreement before
the first invoice of this agreement is paid.
Contractor agrees to submit an invoice for services provided during each calendar month. The invoice for
services is due to the Accountant at the Kittitas County Public Health Department within thirty (30) days
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following the last day of each calendar month. Invoices will include a tracking spreadsheet for
expenditure breakdown, and supporting documentation for all non-payroll charges. Payroll charges must
reflect actual time worked on the program in order to comply with the Uniform Grant Guidance §200.430
section I Standards for Documentation of Personnel Expenses. Supporting documentation for these
charges includes copies of receipts, invoices, purchase orders, and/or mileage logs. Kittitas County will
make payments within thirty (30) days of receipt of invoice. Kittitas County is not liable for services
provided unless the invoice is received on time or prior arrangement are agreed to in a writing signed by
the Kittitas County. In no event will payments total more than $14,100 under this agreement.
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EXHIBIT "C"
PROOF OF INSURANCE
The Contractor shall secure and maintain in effect at all times during performance of the Work such
insurance as will protect Contractor, its Support and the Additional Insured’s from all claims, losses,
harm, costs, liabilities, damages and expenses arising out of personal injury (including death) or property
damage that may result from performance of the work or this Agreement, whether such performance is
by Contractor or any of its Support.
All insurance shall be issued by companies admitted to do business in the State of Washington and have
a rating of A-, Class VII or better in the most recently published edition of Best’s Reports unless
otherwise approved by the County. If an insurer is not admitted, all insurance policies and procedures
for issuing the insurance policies must comply with Chapter 48.15 RCW and 284-15 WAC.
The Contractor shall provide proof of insurance for:
1) Commercial General Liability Insurance.
Coverage limits not less than:
$1,000,000 per occurrence per project
$2,000,000 general aggregate
$1,000,000 products & completed operations aggregate
$1,000,000 personal and advertising injury, each offense
Certificate Holder – Kittitas County
The Certificate must name the County as additional insured as defined in the
Agreement
Thirty (30) days written notice to the County of cancellation
of the insurance policy.
2) Commercial Automobile Liability Insurance.
Automobile Liability for owned, non-owned, hired, and leased vehicles, with an
MCS 90 endorsement and a CA 9946 endorsement attached if ‘pollutants’ are to
be transported.
Coverage limits not less than:
$1,000,000 combined single limit
Thirty (30) days written notice to the County of cancellation
of the insurance policy.
3) Workers’ Compensation.
Workers’ Compensation in amounts required by law.
4) Professional Liability.
The Contractor and/or its Subcontractor shall provide evidence of Professional
Liability Insurance covering professional errors and omissions. Such policy must
provide the following minimum limits:
$1,000,000 per Claim
$1,000,000 annual aggregate
Professional Services Agreement
Page 16
If the scope of such design-related professional services includes work related to
pollution conditions, the Professional Liability insurance shall include Pollution
Liability coverage
If insurance is on a claims-made form, its retroactive date, and that of all
subsequent renewals, shall be no later than the effective date of this Agreement.
Contractor shall furnish Kittitas County a certificate of insurance with Endorsement as evidence that
policies providing insurance required by this Agreement are in full forc e and effect. Contractor hereby
waives all rights of recourse, including any right to which another may be subrogated, against Kittitas
County for personal injury, including death, and property damage. Contractor’s insurance policies
required above shall be primary insurance and shall be non-contributing with any other insurance
maintained by Kittitas County.
The Contractor shall assume full responsibility for all loss or damage from any cause whatsoever to any
tools, Contractor’s employee-owned tools, machinery, equipment, or motor vehicles owned or rented by
the Contractor, or the Contractor’s agents, suppliers or contractors as well as to any temporary structures,
scaffolding and protective fences.
The Contractor shall have sole responsibility for ensuring the insurance coverage and limits required are
obtained by subcontractors.
NOTE: No contract shall form until and unless a copy of the Certificate of Insurance with Endorsement,
properly completed and in the amount required, is attached hereto.
Professional Services Agreement
Page 17
EXHIBIT "D"
2015-2017 Consolidated Contract #C17114
between
Kittitas County and the Washington State Department of Health
Professional Services Agreement
Page 18
EXHIBIT “E”
Children with Special Health Care Needs Program
Quarterly Maternal Child Health Block Grant Reporting Form