HomeMy WebLinkAboutPSA Yakima MemorialPROFESSIONAL SE ES AGREEMENT
This Agreement is made by and between Kittitas County (hereinafter "the County")
and Yakima Valley Memorial HospitalAssociation, a Washington nonprofit corporation
located at 2811 Tieton Drive, Yakima, WA 98902 (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 (Progr:am
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 ,2021 and continue until
June 30, 2022. 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
lndemnification provisions set forth in Paragrapns 7 (lndependent Contra-to4, 9 (Taxes),
16 (Defense and lndemnity Agreement), 22 (Patent/Copyright lnfringement) and 25
(Confidentiality), are totally and fully part of this Agreement and have been mutually
negotiated by the parties.
IN WTNESS WHEREOF , the parties have executed this Agreement tnis /aay
of 2021
APPROVED:
YAKIMA VALLEY MEMORIAL KITTITAS COUNry
BOARD OF COUNTY COMMISSIONERSHOSPITAL ASSOCIATIO
KITT COUNry,H
of , Chairman
ate ABSENT
'1-r"yn tunDorwctK
Prini Name'ot SigfiEry Laura Osiadacz, Vice-Chairman
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Contractor Address
Yakima Val
Association
Attn: Cindy Carroll
2811 Tieton Dr:ive
Yakima, WA 98902
Project Confact:
Cindy Carroll
Child Health Services Manager
Commissioner
Address
unty
205 West 5th Avenue, Suite 108
Ellensburg, WA 98926
Project Gontact:
Kasey Knutson
County Coordinator
ley Memorial
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 othenvise provided for in the Agreement.
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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 fulfill the 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 othenrvise by the County, Contractor shall perform the work in accordanee
with any schedules made a part of this Agreement.
4. Definitions:4.1 "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, 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.4.4 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:
Payment to the Contractor for services rendered under this Agreement shall be as set forth
in Attachment "B". Where Attachment "B" requires payments by the County, payment shall
be based upon billings, supported unless otherwise provided in Attachment "8", 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 "B"
or approved in writing in advance by the Kittitas County Board of Commissioners, the County
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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 Attachment "B".
6. Assiqnment and Subcontractinq:
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.
7. lndependent 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 Attachment "B'! and the Contractor is not entitled to any County benefits including, but not
limited to: vacation pay, holiday pay, sick leave pay, medical,ldental, or other iisurance
benefits, or any other rights or privileges afforded to Kittitas County employees
Contractor will defend, indemnify and hold harmless the County, its Additional lnsured'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 Stat-e 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 lnternal 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 from the
Contractor's performance of this Agreement. The Contractor hereby agrees to indemnifiT
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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 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. Requlations 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 Attachments.
11. Rioht 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 si4 (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 othenarise 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;
Substantiate Contractor's statement of its organization's
structure, tax status, capabilities, and performance;
iii)Demonstrate accounting procedures and practices which
sufficiently and properly document Contractor's billings to the
County and all expenditures made by the Contractor to perform
as required by this Agreement;
iii)Ascertain that personnel policies, procedures and practices are
in compliance with this Agreement; and
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11.2
11.3
v)Ascertain that all taxes and insurance required by State and
Federal law and this Agreement were paid by Contractor.
Riqht of lnspection. Contractor shall give reasonable access to its
facilities and records to the County, its officers, employees or agents, and
to any other authorized officer, employee or agent of the State of
Washington or the United States at all reasonable times. Authorized
persons shall have the right to examine Contractor's performance and
financial records and perform other activities to determine Contractor's
compliance with the terms of this Agreement.
Notice of lnspections. The Contactor shall verbally notify the County
immediately of any inspections, audits, accreditation, or program reviews
of services by any individual, agency, or governmental unit, and to
promptly provide the County with copies of any written reports of such
inspections, audits, accreditation or program reviews:
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 advance written notice thereof to Contractor'
("Change Notice") makes changes in the Work within the general scope of this
Agreement, including, but not limited to: (a) chqnges 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 lf 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 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:
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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 Agreement, 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 expenses incurred by
the County in completing the work, and all damage sustained, or which may be sustained
by the Gounty 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 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 P ic 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 wlth this paragraph, the Contractor
shall be entitled to payment for aciual work performed at unit contract prices 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 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. Termination Due to Chanqe in Funding. 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
by providing at least fifteen (15) calendar days written notice to the Contractor. The
termination shall be effective on the date specified in the notice of termination.
16. Defense & lndemn itv Aqreement
The Contractor agrees to and shall defend, indemnify and hold harmless the County, its
Additional lnsured'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
lnsured's, its elected or appointed officials, agents, or employees for damages because of
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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 negligence of the County, its
Additional lnsured's, appointed or elected officials, agents, or employees. lt is further
provided that no liability shall attach to the County by reason of entering into this contract,
except as expressly provided herein.
17. lndustrial lnsurance Waiver:
With respect to the performance of this Agreement and as to claims against the County, its
Additional lnsured's, officers, agents and employees, the Contractor expressly waives its
immunity under Title 51 of the Revised Code of Washington, the lndustrial lnsurance 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.
18. Venue and Choice of Law:
ln 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. This Agreement shall be governed by the law
of the State of Washington.
19. Withholding Pavment:
ln the event the Contractor has failed to perform any obligation to be performed by the
Contractor underthis 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.
20. Future Non-Allocation of Funds:
lf 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.
21. Contractor Co itments, 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.
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21.2
21.3
21.4
21.5
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21,6
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.
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.
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.
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 oper.ations
or assets in the State of Washington, or its.ability to perform its obligations
under this Agreement.
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 qbligations 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. PatenVCoovrio ht lnfrinoement:
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 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 settled
or other appropriate action promptly taken. Except for such objections as are
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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.
23.2 Notice of Potential Claims
2J.5.
The Contractor shall not be entitled to additional compensation which
othenryise 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 insofaras possible, the amount of the potentialclaim. Contractor
shall keep full and complete daily records of the work performed, labor and
material used, and all costs and additionaltime claimed to be additional.
Detailed Claim
rhe 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.
24. Ownershio 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.
25. 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: 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 judicialproceedings 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.
25.1 The Contractor shall not use, publish, transfer, sell or otherwise disclose any
Confidential lnformation as defined by information protected from disclosure
under federal or state law, gained by reason of this Agreement for any
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purpose that is not directly connected with the performance of the services
contemplated hereunder, except:
25J.1As 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, discl-bsure,
modification or loss. This duty requires the Contractor to employ reasonable
security measures, whieh 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.
25.2.2 Physically 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 verifiTing the recipient phone number to prevent
accidental transmittal of Confidential lnformation to unauthorized
persons.
25.2.4When transporting six (6) to one hundred forty nine (149) records
containing Confidential lnformation outside a Secure Area, do one or
more of the following as appropriate:
25.2.4(1) Use a Trusted System
25.2.4(2) Encryptthe Confidential lnformation, including:
25.2.4(2)(i) Email and/or 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 devices.
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25.2.5 When transporting one hundred fifty (150) records or more containing
Confidential lnformation outside a Secure Area refer to the
requirements in Attachment D, Exhibit A: Data Security Requirements.
25.2.6 Send paper documents containing Confidential lnformation via a
Trusted System
25.3 To the extent allowed by law, at the end of the Agreement term, or when no
longer needed, the parties shall return Confidential lnformation or certify in
writing the destruction of Confidential lnformation upon written request by the
other party.
25.4 Paper documents with Confidential lnformation may be recycled through a
contracted firm, provided the contract with the recycler specifies that the
confidentiality of the information will be protected, and the information
destroyed through the recycling process. Paper documents containing
Confidential lnformation requiring special handiing (e.g. protected healti
information) must be destroyed through shredding, pulping or incineration,
25.5 The compromise of potential compromise of Confidential lnformation must be
reported to the County within one (1) business day of discovery. The parties
rnust 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 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 Sth Ave, Suite 108, Ellensburg, WA 98926. Notice to the Contractor
for all purposes under this Agreement shall be 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.
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:
28.1 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
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28.2
28.3
28.4
or any other instance; rather the same shall be and remain in full force and
effect.
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.
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.
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:
fne provisions of paragraphs 7, g, 1 1, 13, 14, 1 5, 1 6, 17, 18, 19, 20, 21, 22, 23, 24, 25, 29,
31 , and 32, shall survive, notwithstandi,ng the termination or invalidity of this Agreement for
any reason.
31. Nondiscri mination.
31.1 The County is an equal opportunity employer
31.2 Nondiscrimination in Employment
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 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
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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.
31.3 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.
31.4 lf 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.
32. Prevailinq Waqe
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 locality or localities of the Work is determined by the
lndustrial Statistician of the Department of Labor and lndustrieg. lt is the 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 proper authorities
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
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
ineligible 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 embezzlemenl, theft, forgery, bribery, falsification or
Professional Services Agreement
Page 14
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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 othenrvise 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
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ATTACHMENT ''A"
SCOPE OF WORK
Funding is provided for the following activities and deliverables
1. Enhance direct services by purchasing appropriate curriculum, tools,
therapeutic toys and manipulatives for early intervention staff to utilize during
home visits and maintained in the lending library.
a. Deliverable: By June 30,2022, provide a report to the County describing
the curriculum, therapeutic toys and manipulatives, that are purchased
for staff and children participating in the Birth to Three program.
2. Provide staff training to improve services to children with developmental disabilities.a. Deliverable: By June 30,2022, up to 5 staff in the ESIT program will
obtain a minimum of ten hours of professional development training
each.
3. Provide quarterly reports to the County.a. Quarterly reports to the County shall be due by the following dates:i. October 15, 2021 (for July 1-September 30, 2O21)ii. January 15,2022 (for October 1-December 31 ,2021)iii. April 1 5th,2122 (for January 1 - March 31 , 2022)iv. July 15, 2022 (for April 1-June 30, 2022)'b. Quarterly reports shall include, at a minimum:i. A narrative of progress on the deliver"ables outlined above
il.Number of staff attending training, training hours, and
description of training.
iii.A description of manipulatives/toys, books, and tools
purchased.
4. Provide a report andlor 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.
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ATTACH rrBrr
COMPENSATION
As full compensation for satisfactory performance of the work as described herein,
the County shall pay Contractor compensation in an amount not to exceed
$10,500.00 annually. The Contractor agrees to:
' submit invoiceg at least quarterly, b the county within thirty (30) days
follouing the last day of the month or quarter being invoiced.
' Submit invoices for actual expenses incurred during the billing period. (The
County will not pay invoices for an equal monthly or quarterly amount
based on full contract compensation.)
' Provide detail of expenses being billed for and supporting documentation
for those expenses. supporting documentation can include, but is not
limited to, receipts, invoices, oi purchase orders- fo, p"VroitL*p"n.".,
supporting documentation needs to show exact salary and benefit
expenses and/or timesheets from the billing period.
Amount Activity
2,500 Curriculum, therapeutic manipulatives and
books
7,000 Training registrations and expenses
1,000 Administrative staff wages and benefits
$10,500 TOTAL
Professional Servises Agreement
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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, 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.
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 otherwise approved by the County. lf an insurer is not
admitted, all insur:ance policies and proce-dures 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 lnsurance.. Coverage limits not less than:
o 92,000,000 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 Liability.' "":1i's::[ffi[*s*tv
m,. $1,000,000 disease - each employee. Thirty (30) days written notice to the County of cancellation
of the insurance policy.
3)
n-owned, hired, and leased
vehicles, with an MCS 90 endorsement and a CA 9946
endorsement attached if 'pollutants' are to be transported.
Professional Services Agreement
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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.
4) Workers' Compensation.. Workers' Compensation in amounts required by law
Contractor shall furnish the County a Certificate of lnsurance with Endorsement as
evidence that policies providing insurance required by this Agreement are in fullforce and
effect. Contractor hereby waives all rights of recourse, including any rightto 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 wellas 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 lnsurance with
Endorsement, properly completed and in the amount required, is attached hereto.
Professional Services Agreement
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ATTACHMENT "D''
Program Agreement between DSHS and the County for DDA County Services
Professional Services,Agreement
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Kittitas County
Review Form
Grants & Contract Agreement
Contract/G ra nt I nformation
Recommendation for Board of Health and Board of Health Review on
Today's Date
7/1./2027
Agenda Date 0ltiz-i
Fund/Department
116-Public Health
Contract /Grant Agency: Yakima Memorial Hospital Association
Period Begin Date; July 1.,2021 Period End Date: June 3O,2Q22
Total Grant/Contract Amount: S 10,500
Grant/Contract Number
Contract/Grant Su m ma ry:
The professional services agreement outlines contractor's scope of work for the needs of general public,
parents, and children or adults diagnosed with developmental disabilities.
Department Head Sign re Administrator Date:
Kittitas county Prosecutor, Auditor, and Board of Health Review and comment:
APPROVED TO FORM
''fj*(2-l
Sign of s Offi D
1.{
Sign of ditor's Office Date
Signature of Board of Health member Date
Grant/Contract Review
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Financial lnformation
Budget lnformation
Pass Throu f nformation
Prosecutor Review
Total Amount S10,500.00 State Funds S10,500.00 Federal Funds $
Percentage County Funds Matching Funds S CFDA#
ln-Kind S
Explain
ls Equipment being purchased?Who owns equipment?
New Personnel being hired?Contact HR hir ing - reporting requirements
Future impacts or liability to Kittitas County:
Budget Amendment Needed?Yes I attach budgetform No El why not
Professional ServicesNew Division Created?
Revenue Code:
Expense Code:
10s.568.33 4.04.68
105.568.54101 (Professional Services)
Agency to Pass Through
Amount to Pass Through s
Sub-Contract Approved Date
Has the Prosecutor reviewed this reement?Yes No
Cou Departments lm cted
Submitted
Assi ment of Tracki lnformation
Auditor Facilities Maintenance
lnformation Services Human Resource
g-r1-$ :f ;'Treasurer
Signature:I Date
ment:De
Auditor's Office
Human Resource
Prosecutor's Office
Who Signed the grant application
Reviewer Date
Grant/Contract Review
iiii
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