HomeMy WebLinkAboutPSA Yakima Valley MemorialPROFESSIONAL SERVICES AGREEMENT
This Agreement is made by and between Kittitas County (hereinafter "the County")
and Yakima Valley Memorial Hospital Association dba Virginia Mason Memorial, a
Washington nonprofit corporation located at 2811 Tieton Drive, Yakima, WA g8g02
(hereinafter "contractor"). The county and contractor agree as follows:
General Conditions; Attachment A (Scope of Work); Attachment B
(Compensation); Attachment C (Proof of lnsurance); Attachment D
(Program Agreement between County and DSHS for Developmental
Disabilities County Services).
copies of which are attached hereto and incorporated herein by this reference as fully as if
set forth herein.
The term of this Agreement shall commence on the July 1 ,2020 and continue until
June 30, 2021. Any party may terminate this Agreement by giving thirty (30) days'notice
in writing either personally delivered or mailed postage-piefaid by certiiied miil, 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
lndemnification provisions set forth in Paragraphs 7 (lndependent Contraitorl, g (Taxes),
16 (Defense and lndemnity Agreement), 22 (PatenVCopyright lnfringement) and 25
(Confidentiality), are totally and fully part of this Agreement and have been mutually
negotiated by the parties.
IN WITNESS WHEREOF, thE parties have executed this Agreement this 4\ day
of 2020
APPROVED:
YAKIMA VALLEY MEMORIAL
HOSPITAL ASSOCIATION DBA
VIRGINIA MASON MEMORIAL
of
nt Na me of Signatory
Professional Services Agreement
Page 1
KITTITAS COUNTY
BOARD OF COUNry COMMISSIONERS
KITT CO , WAS GTON
B , Chairman
atrman
Csntrastor Address:
Yakima Valley Memorial l-{ospital
Association dba Virginia Mason
Memorial
Attn: Cindy Carroll
2811 Tieton Drive
Yakima, WA 98902
With a oopy to:
Virginia Mason Medical Center
Attn: Sr Vice President & General Cor'lnsel
1100 Ninth Avenue
Seattle, WA 98101
Project Contact:
Clndy Carroll
Child Health Services Manager
Professional Services Agreement
Page2
;\BS€NT
Cory Wright, Commissioner
of Board {
eounty's Address:
Kittitas County
205 West 5th Avenue, Suite 108
Yaklma, WA 98908
Project Contact:
Kasey Knutson
County Coordinator
Attest:
0t4"t1
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 Attachment "A" during the Agreement period. No material,
labor, or facilities will be furnished by the County, unless otherwise provided for in the
Agreement.
This Agreement is entered into between Contractor and the County. lts purpose is to
provide a coordinated and comprehensive local program of services for persons with
developmental disabilities and to fulfillthe County's responsibilities in Attachment "D".
This Agreement includes statements of the Developmental Disabilities Administration
within DSHS (hereinafter "DDA") responsibilities from the attached Program Agreement
despite DDA not being a party to this 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 laws, codes ordinances
and agreements.
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. Definitions4.1 "Additional lnsured'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 "Subcontractor" is any service provider or other vendor contracted by the
Contractor to provide consumer services or any other work for the purpose
of meeting the Contractor's obligations under this Agreement.4.3 "Support" means the following: Contractor's directors, officers, empfoyees,
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 pertormance of
the Work or this Agreement.4.4 The "Work" means all of the duties listed in Attachment "A" and the
performance of all other obligations, under this Agreement by Contractor or
its Support.
5. Accountinq and Pavment for Contractor Services
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Page 3
Payment to the Contractor for services rendered under this Agreement shall be as set
forth in Attachment "8". Where Attachment 'tB" requires payments by the County,
payment shall be based upon billings, supported unless othennrise provided in Attachment
''Bn, 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
Attachment 'rB" or approved in writing in advance by the Kittitas County Board of
Commissioners, the County will not reimburse the Contractot'for any eosts or expenses
incurred by the Contractor in pedormance of this Agreement.
Where requireci, the County shall, upon receipt of appropriate documentation, compensate
the Contractor, no rnore often than monthly, through the County voucher system, for the
Contractor's sei'vice pursuant to the fee schedule set forth in Attachment "8".
6. Assiqnment and Subcontractinq:
ruo portion of tni- Agreement may be assigned or subcontracted to any other individual,
firm or entity without the express and prior written approval of the County.
7. lndependent Contractor:
tne Contrictor's services shall be furnished by the Contractor as afi irrdepettdettt
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
performerl shall he marie 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 Attachment "B" and the Contractor is not entitled to any County benefits rneluding, but
not lirnited 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, indemnity and hold harmless the County, its Additional lnsured's,
sffieers, agents or employees from any loss or expense, ineluding but not limited to
settlements, ludgments, setoffs, attorneys' fees or costs incurred by reason of claims or
demands because of breach of the provisions of this paragraph.
8. Na Guarantee of EmP :
fne perfolmanee of all er pad of this Agreement by the Contractor shall not operate to
vest any employment rights whatsoever and shall not be deemed to guarantee any
empioyment of the Contractor or any emoloyee of the Contractor oi" any sub-Contractor or
any empioyee of any sub-Contractor by the County at the present time or in the future.
L Taxes:
The Contraetor r:nderstands and acknowledges that the County will not withhold Federal
or State income taxes. Where required by State or Federal law, the Contractor authorizes
Professional Services Agreement
Page 4
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 lnternai Revenue Service
at the end of the calendar year in accordance with the applicable IRS regulations. lt 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 froir 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 by the
County hereunder as required by law. The Contractor must pay all other taxes inclu-ding,
but not limited to: Business and Occupation Tax, taxes based on tfre Contractor'r grosr 6,
net income, or personal property to which the County does not hold tifle. The C6unty 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 forlh herein or in the attached Attachments.
11. Riqht 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 comfonents
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 wlrich 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 recordJ relating to the
pedormance of work under this Agreement for six (6) years after contract termination, and
shall make them available for such review, within Kittitas County, State of Washington,
upon request.
11 .1 Records Maintenance: For six (6) years, unless othenruise stated herein,
following the termination of this Agreement, Contractor shall maintain
records that are sufficient to:
i) Document the performance of all acts required by law,
regulation, or this Agreement;
ii) substantiate contractor's statement of its organization's
structure, tax status, capabilities, and performance;
Professional Services Agreement
Page 5
iii)
V\
11.2
I t.J
12
Professional Services Agreement
Page 6
Demonstrate accounting procedures and practices which
sufficiently and properly document Contractor's billings to the
county and all expenditures rnade by the contractor to perform
as required by this Agreement;
Ascertain that personnel policies, procedures and practices are
in compliance with this Agreement; and
Ascertain that a.ll taxes and insuranee required by state and
Federai la,ai and this Agreement we!'e paid by eontraetsr.
Riqht of lnspection. Contractor shall gtve reasonable access to its
",acitities and records to the County, its officer"s, employees or agents, and
to any other authorized officer, employee or agent of the State of
Washington or the United States ai ali reasonable times. Authorizeci
personJshali have the right to examine Contractor's performance and
iinancial records and perform other activities to deterrnine Contractor's
compliance with the terms of this Agreement.
Notice of lnspections. Thc Contactor shall verbally notlfy the Couril'y
lntmeOiately of any inspeetions, audits, accreditation, or program reviews
of services by any individual, agency, or governmental unit, and to
promptly provicle the County with copies of any written reports of such
inspections, audits, aecreditatisn or program reviews.
fi/lndifinafinne,'
121 E'ther 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 advance written notiee thcreof to
Contractor ('Ctrange Notice") makes changes in the Work within the general
scope of this Agieement, ineluding, but not limited to: (a) changes in,
revisions to, subititutions for, additions to or deletions of any Work; (b)
changes in schedule; and (c) acceleration, cieceieration or suspension of
performance of anY Work.
12.3 it any change in the Work eauses 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
deerease.
12.4 Notwithstanding any dispute or delay in arriving at a mutually acceptable
equitable adjuitment, Contractor shall proceed in accordance with all
Change Notiies. Contractor must, within thirty (30) days after receipt of an-v
12.5
Change Notice that does not set forth any acceptable adjustment, submit to
the county a written statement setting forth any adjustment claimed.
lf 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:
lf the Contractor defaults by failing to perform any of the obligations of the Agreement,
including violating any law, regulation, rule or ordinance applicable to this 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 Agreemenl, and at
the County's option, obtain performance of the work elsewhere. lf 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 expensei
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.
lf 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 shail
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 peformed at unit contraciprices for
completed items of work. ln 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 parlially 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' . lf the funds upon which the County relied to
establish any Program Agreement are withdrawn, reduced or limited, or if additional or
modified conditions are placed on such funding, the County may terminate this Agreement
Professional Services Agreement
PageT
by providing at least fifteen (15) calendar days written notice to the Contractor. The
termination shall be effeetive on the date specified in the notice of termination.
1 6. Defense-& lnde_mnrtyAsreerlenl:
tfre Contractor agrees to and shall defend, indemnify and hoid harmless the County, its
Additional lnsured's, apoointed and elective officers, agents and ernployees, from and
against all loss or expense, including but not limited to judgments, settlements, attorney's
1ges and eosts by reason of any and all claims and demands upon the County, its
Additional lnsured;s, its eleoted or appointed officials, agents, or employees for damages
because of personal or badily injury, including death at an;r time resulting therefrom,
sustained by any person or persons ancj on account of damage to property inciuding loss
of use thereof,-whether such injury to persons or damage to property is due to the
negligence of the Contraetsr, its sub-Contractors, its elected officers, employees or their
agents, except only such injury or damage as shall have been occasioned by the
negligence of the County, its Additional lnsured's, appointed or elected officials, agents, or
"*-pt6y""r. ii is furihei provided that no liability shall attaeh to the County by reason of
entering into this contract, except as expressly provided herein.
17. lndustrial lnsu rance Waiver:
Vdith respect to the perforrrrance of this Ag i'eernent and as to claitns aEalnst tlre Cout"lty, its
Additional lnsured's, officers, agents and employees, the Contractor expressly waives its
immunity under Title 51 of the Revised Code of Washington, the lnd ustrial lnsurance Act,
for injuries to its empioyees and ag rees ihat the obrligations to indemnify, defend and hold
harmless provided in ihis agreement
employee of the Contractor. This wa
Agreement.
extend to any elaim brought by or on behalf of any
lver !s mutually negotiated by the parties to tlris
18. Venue and Choice of Law:
ln th.e event that any litigat'Lon should arise concei"ning the construction oi^ interpretation of
any of the terms oitt,iJAgreennent, the venue of such action of litigation shall be in the
Superior Court of the State of Washington. This Agreement shall be governed by the law
of the State of Washington.
19. Withholding Payment:
tntffiorhasfailedtoperformanyobligationtobeperformedbythe
Contractor under this Agreement within the time set fofth in this Agreement, then the
County may, upon written notice, withhold all monies due and payable to Contractor,
without penlhy, until such failure to perform is cured or otherwise adjudicated.
20. Future Non-Alloeation of Funds:
It sutficient tunOs are not appropriatecl or allocated for payrnent 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 Countv in the event this provision applies.
Professional Services Agreement
Page 8
21. Contractor Commitments, Warranties and Representations:
The Contractor represents and warrants to the County as follows:
21.1 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.
21.2 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.
21.3 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.
21.4 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.
21.5 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.
21,6 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.
22. PatenUCopyriqht lnfrinqement:
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:
22.1 Contractor shall be notified promptly in writing by County of any notice of
such claim.
22.2 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
Professional Services Agreement
Page 9
such claim of infringement is made, provided no reduction in performance or
loss results to the County.
23. Disputes:
23"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 setiled
or other appropriate action promptly taken. Except forsuch objections as are
made of recsrd ii=. the rnanner hereinafter specified and iniithin the tlme limits
stated, the records, orciers, instructions, and decisions of ihe Kittitas Counfr'
Comrnissioners shall be finai and conclusive.
23.2 Notice of Potential*Claims
The Contractor shall not be entitled to additional compensation which
otherwise may be payabie, 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
i'ise to the claim, and before final payment by the Oourrty. Tlre wrlttell Notice
of Potential Claim shall set forth the reasons for whieh the eontractor
believes additional compensation or extension of time is due, the nature of
the cost invoiveci, anci insofar as possible, the amount of the potentiai elaim.
Contractor shall keep full and complete daily records of the work performed,
labor and material used, and all costs and additional tirrte clainted to be
additional.
23.3 Detailed Claim
The eontractoi' shail not be entitled to claim any such additional
connpensation, oi' extension of tirne, 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 eontractor"has given the eounty 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'
24. Ownership of ltems Produeed:
Att wiitings, prograrns, data, public records or other materials prepared by the Contractor
andior its coniultanis or sub-Contractors, in connection with performance of this
Agreement shall be the sole and absolute pr:operty of the eounty.
25. Confidentiality:
fne Contractor, rts employees, Sub-Contractors, and their employees shall mainta-in the
confidentiality of all information provided by the County or acquired by the Contractor in
Professional Services Agreement
Page '10
performance of this Agreement, except: 1) as provided below, 2) upon the prior written
consent of the Kittitas County Prosecuting Attorney; or 3) upon 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 lnsured'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.
25J The Contractor shall not use, publish, transfer, sell or othenrrrise disclose any
Confidential lnformation as defined by information protected from disclosure
under federal or state law, gained by reason of this Agreement for any
purpose that is not directly connected with the performance of the services
contemplated hereunder, except:
25.1.1 As provided by law; or
25.1.2 ln the case of Personal lnformation as defined by personal and
sensitive information that if improperly used or released may do
significant harm to a patient's interests in privacy, health care, other
interests, or as provided by law or with the prior written consent of the
person or personal representative of the person who is the subject of
the Personal information.
25.2 The Contractor shall protect and maintain all Confidential lnformation gained
by reason of this Agreement against unauthorized use, access, disclosure,
modification or loss. This duty requires the Contractor to employ reasonable
security measures, which include restricting access to the Confidential
lnformation by:
2s.2.1Allowing access only to staff that have an authorized business
requirement to view the confidential information.
25.2.2Physically securing any computers, documents, or other media
containing the Confidential lnformation.
25.2.3 Ensure the security of Confidential lnformation transmitted via fax
(facsimile) by verifying the recipient phone number to prevent
accidental transmittal of Confidential lnformation to unauthorized
persons.
25.2.4 when transporting six (6) to one hundred forty nine (14g) records
containing Confidential lnformation outside a Secure Area, do one or
more of the following as appropriate:
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Page 1 1
25.2.4(1) Use a Trusted SYstem
25.2.4{2) Encryptthe Confidential lnformation, includinE
25.2.4(2)(i) Email andlor email attachments.
25.2.4(2[ii) Confidential lnformation when it is stored
on portable devices or media, including but not limited
to laptop computers and flash memory deviees.
25.2.5 When transporting one hundred fifty ii50i recorcis cr more containing
Confidential information outside a Secure Area refer to the
i-equirements in Attachment D, Exhibit A: Data seeurity
Requirements.
25.2.6 Sencj paper documents containing Confidential lnformaiion via a
Trusted System
ZS.g To the extent allowed by law, at the end of the Agreement term, or when no
longer needed, the. parties shall return Confldential lnformation or certify irr
writing the destruclion of Con'fidential lnformation upon written request by
the other party.
25.4 Paper doeuments with Confidential lnformation may be recycled ihrough a
contracted firm, provided the corrtraul with the recycler specifies that the
confidentiality of the information will be protected, and the information
destroyed through the recycling pr:ocess. Paper documents eontaining
Confidential lnformation requiring special handling (e.9. protected heaith
information) must be desti'oyed through shredding, pulping or incineration.
25.S The compromise of potential compromise of Confidential lnformation must
be reported to the County within one (1) business day of discovery. The
parties must also take actions to mitigate the risk of loss and comply with
any notification or other requirements imposed by law.
26. Notice:
Except as set forth elsewhere in the Agreernent, 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 sth Ave, Suite 108, Ellensburg, WA 98926. Notice to the
Contractor for all purposes under this Agreement shall hre given to the addresses reflected
on the signature page, Notice may be given by delivery or by depositing in the U.S. Mail,
first class, postage prePaid.
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Page 12
27. Severability:
lf 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.
28. Miscellaneous:
28J 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 fullforce and effect.
28.2 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.
28.3 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.
28.4 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.
29. 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.
30. Survival:
The provisions of paragraphs 7, 9, 11, 13, 14, 15, 10, 17, 18, 19, 20, 21, 22, 23, 24, 25,29,31, and 32, shall survive, notwithstanding the termination or invalidity of this
Agreement for any reason.
31. Nondiscrimination
31.1
31.2
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Page 13
The County is an equal opportunity employer
Nondiscrimination in Emplovment
31.3
31.4
ln the performance of this Agreement, the Contractor will not
discriminate against any employee or applicant for employment 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; provided that the prohibition against discrimination
in employment because of handicap shall not apply if the parttcular
disability prevents the proper performance of the particular worker
involved. The Contractor shallensure that applicants are employed,
and that employees are treated during employment without
discrimination because of their raee, creed, eolor, national origin, sex,
sexual orientation, marital status, age Oi'the presence of any sensory,
mental or physical handicap. Such action shall include, but not be
limited to: employment, upErading, demotion or transfers, recruitment or
recruitment advertising, layoff or termination, rates of pay or other
forlrrs of conrpensatiott, arrd programs fsr 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.
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 OfientatiOn, marital status, age or
the presence of any sensory, mental or physical handicap.
lf any assignment and/or subcontracting has been arrthorized by the
County, said assignment or subcontract shall inclr:de appropriate
safeguards against discrimination. The Contractor shall take such
action as may be required to ensure full compliance with the
provisions in the immediateiy preceding paragraphs herein.
32. Prevqilcg_Wa@:
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 lndustries. The schedule
of prevailing wages rates for the loeality or localities of the Work is determined by the
lndustrial Statistician of the Department ef tabor and lndustries. lt is ihe Contractor's
responsibility to verify the applicable prevailing wage rate. lt is understood that the
Contractor is responsible for obtaining and completing all required government forms
and submitting same to the propei'auihoi'ities
Disputes regarding prevailing wage rates shall be referred for arbitration to the Director
of the Department of Labor and lndustries. The arbitration decision shall be final and
Professional Services Agreement
Page 14
conclusive and binding on all parties involved in the dispute as provided for by RCW
39.12.060.
33. Debarment Certification:
The Contractor certifies that it:
33.1 ls not presently debarred, suspended, proposed for debarment, declared
ineitigible or voluntarily excluded from covered transactions by any Federal
department or agency.
33.2 Has not within a three-year period preceding the execution of this contract
with Kittitas County, been convicted of or had a civiljudgment rendered
against them for commission 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.
33.3 ls not presently indicted for or otherurise criminally or civilly charged by a
governmental entity (Federal, State, or local) with commission of any of
the offenses enumerated in paragraph 33.2 of this section.
33.4 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.
Professional Services Agreement
Page 15
ATTAGHMENT ''A'"
SCOPE GF WORK
Funcling is provideci for the foliowing aciivities and deliverables
Professional Services Agreement
Page 16
1. Administer Screening to aid in eariy identification of chiidren with developmenial
disabiiities. Screening io inelude the Ages and litages Suestionnaire {ASQ) and/oi'
L^^-:-- ^^-^^-:--^iledilr rg st/rEEl llllgD.
a. Deliverable: Through June 30, 2021, maintain participation in the ASQ program
at an average of twenty (20) children throughout the contract year'
b. Deliverable: Through June 30, 2021, maintain partieipation in hearing
screenings at an average of twenty (20) children throughout the contract year.
e. Deliverable: Through June 30, 2021, pi"ovide the County with quarterly repoi-ts
summarizing the number of children participating in the ASQ program, hearing
screenings, and the number of referrals generated to Llte Bittlt to Tlrree
program.
2. Conduct outreach activities with primary referral sources to provide support,
information, and assistance to families and children with developmental disabilities.
a. Deliverablc: Through June 30, 2021, conduct quarterly outreach activities with
primary referral sources.
3. Enhance clirect seruices by purehasing appropriate curriculum, tools, therapeutic toys
arrrJ rrrarripulatives frrr early irrtervention staff to r-rtilize dr-rring home visits and
maintained in the lending library.
a. Deliverable. By June 30,2021, provide a report to the County descrrbtng the
curriculum, thcrapeutic toys and manipulatives that are purchased for etaff and
nhildrcn nartir:inatina in the Rirth to Three Droo!'am.v;ilivrvir P$rr|v-riJ-rrr _- r'-g'-"-'
4. Provide ongoing de'relopmentalscreenings, outreach and referrals at Early Learning
Coalition, STEM events and other community events.
a. Deiiverabie: By- June 30,2021, attend a minimum of 10 community" events
where staff provides developmentai screenings, outreach and referrals.
b. Provide staff training to improve serviees to ehildren with developmental disabilities.
a. Deliverable: By June 3A,2021, three staff in the ESIT program will obtain a
minimum of sixteen hours of professional development training each.
6. Provide quarterly reports to the County.
a. Quarterly reports to the County shall be due by the following dates:
i. October 15, 2020 (for July 1-September 30, 2020)
ii. January 15,2021(for Oetober i-December 31, 2O2O)
iii. April 1 sth, 2021 (for January 1 - Marcn 31, 2021)
iv. July 1 5,2021 (for npril 1-June 30,2021)
b. Quarterly reports shall include, at a minimum:
i. A narrative of progress on the deliverables outlineci above
ii. Number of children participating in the ASQ program.iii. Number of ASQ participants referred to the Birth to Three
program.iv. Number of outreach activities with primary referral sources.v. Number of Referrals from Birth to Three program generated from
outreach activities with primary referral sources.vi. Number of children screened at Early Learning Coalition, STEM
events and other community events.vii. Number of ASQ participants and Birth to Three program referrals
generated from attending Early Learning Coalition, STEM events
and other community events.viii. Number of staff attending training, training hours, and description
of training.ix. A description of manipulatives/toys, books, and tools purchased.
7 . Provide a report and/or presentation of progress of these deliverables to the Kittitas
Developmental Disabilities Advisory Board and the Board of County Commissioners
prior to the end of the contract period.
Professional Services Agreement
Page 17
ATTACHMENT "B"
EOMPENSATION
As full compensation for satisfactory performance of the work as described herein, the
eounty shall pay Contractor compensation in an amount not to exceed $7,025.03
annually. The Contractor agrees to:. Submlt invoices, at least quarterly, to the County within thirtyr {30) days fallowing
the last day of the month or quai-ter being invoiced.
. Submit invoices for ac_tuai expenses incurred during the biiling period. (The
County will not pay invoices for an equal monthly or quarterly amount based on
fuli contract compensation.)
' Provide detail of expenses being billed for, and supportlng documentation for
those expenses. Supporting documentation can include, but is not limited to,
receipts, invoices, or purchase orders. For payroll expenses, supporting
documentation needs to show exact salary and benefit expenses and/or
timesheets fronr the billing period.
Professional Services Agreement
Page 18
Amount Activitv
2 0 00
1,000
Non Adminisirative Staff wages and
benefits
Therapeutic manipulatives and books
6,000 Training registratiorts, travel, ltotel, artd
,r -- - - -l:---^meals per qleril
1,000 Administrative staff es and benefits
/,UUU Otoacoustic emission (OAE) hearing
screenln sei and mainienance
$17,000 TOTAL
ATTACHMENT "C"
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
lnsured's from all claims, Iosses, harm, costs, liabilities, damages and expenses arising
out of personal injury (including death) or propeqty damage that may result from
performance of the work .or this Agreement, whether such performance is by
Contractor or any of its Support.
Contractor's insurance policies shall be occurrence-based, be primary insurance and
shall be non-contributing with any other insurance maintained by Kittitas County.
All insurance shall be issued by companies admitted to do business in the State of
Washington and have a rating of A-, Class Vll or better in the most recently published
edition of Best's Reports unless otherurise approved by the County. lf 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 Liabilitv lnsurance.
''":"'11:J'#5Ji"i:1Tffi;nce
per projecto $2,000,000 general 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. Sixty (60) days written notice to the County of cancellation
of the insurance policy.
2) Stop Gap/Employers Liabilitv.' coverasej'#5Jf::".T
i::il".r. $1,000,000 disease - policy limit. $1,000,000 disease - each employee. Thirty (30) days written notice to the County of cancellation
of the insurance policy.
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Page 19
3) ConrrneGial Automobile Liability lnsurance.. Autonrobile Liability tor owned, non-ourned, hired, and leased
vehicles, with an MeS 90 endorsement and a CA 9946
endorsement attached if 'pollutants' are to be transported.
' Coverage limits not less than:o $1,000,000 cornbined single limit. Thirty (30) days written notice to the County of cancellation
of the insurance poiicy.
4) Woi'kers' Compensation.. Workers' Cornpensation in amounts required by law
Contraetcr shall furnish the County a Certificate of insurance with Endorsement as
evidence that policies providing insurance required by this Agreement are in full force
and effect. Contractor hereby waives all rights of recourse, including any right to which
another may be subrogated, against Kittitas County for personal injury, including death,
and property damage. Contractor's insurance policies required above shall be primary
insurance and shall be non-contributing with any other insurance maintained by Kittitas
County.
The Contractor shall assurne ful! responsibility for all ioss or tlarrrage from afly uau$e
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 iemporary structures, scafiolding and proiective fences.
The Contractor shall have sole responsibility for ensuring the insurance coverage and
limits requii"ed are obtained by subcontractors.
NOTE: No contraet shali form until and unless a eopy of the Certificate of lnsurance
with Endoi'sement, properly completed and in the arncunt required, is attached hereto.
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Page 20
ATTACH ENT'ND"
Program Agreement between DSHS and the County for DDA County Services
Professional Services Agreement
Page21