HomeMy WebLinkAboutPSA-Ellensburg Family Medicine_ This Agreement is rnade by and between Kittitas County (hereinafter'the County',)
and Ellensburg Family Medicine, DBA CompassDirect Healthcare (hereinafter"Contractoi'y.
The County and Contractor agree as follows:
General Conditions; Exhibit A (Scope of Work); Exhibit B (Compensation);
Exhibit C (Proof of lnsurance).
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 January 1, 2022, and continue
until completion of the project. Any party may terminate this Agreement by giving thirty (30)
days'notice in writing eitherpersonally delivered or mailed postlge-prepaii 6y ce-ltiReO mail,
return receipt requested, to the party's last known address for thL purposes of giving notice
under this paragraph,
Contractor acknowledges and by signing this Agreement agrees that thelndemnification provisions set forth in Paragraphs 7 llndependent Contraltor), g (Taxes),15 (Defense and lndemnity Agreement), 21 (PatenUCopyright lnfringement) and 21(Confidentiality), are totally and fully part of this Agreement and havl been mutually
negotiated by the parties.
Professional Services Agree ment (rev. 0g I 24 120 1 g)
Page 1 of 17
, lN WTNESS WHEREOF, the parties have executed this Agreement this 2l:{^,oI W]2,2021.
Ellensburg Family Medicine, DBA
CompassDirect Healthcare
'r07 E. Mountain MewAve.
, wA 9g926
re ry
(Date
APPROVED:
BOARD OF COUNW COMMISSIONERS
KITTITAS CO WASHINGTON
a
D^tP
nsig
/ D,{TJ DnrP
Print of Sig
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Contractor Address:
107 E. Mountain View Ave
Ellensburg, WA 98926
as to Fo rm:
,P z-z-Z 7 +'
Deputy P Attorney
County's Add
Kittitas County
205 West Sth Avenue, Suite 108
Ellensburg, WA 98926
By:
Professional Services Ag reement (rev . 09 tZ4 t20 I g)
Paga2ot'17
GENERAL CONDITIONS
1. Scope of Contractor'S Seryices:
Contractor agrees to provide to the County services and any materials set forth in the projec,t
narrative identified in Exhibit 'A" during the Agreement period. No material, labor, or faciliiies
will be furnished by the County, unless otherwise provided for in the Agreement.
2. Performance of Work:
c-ontractor shall perform work in accordance with, and shall comply with, all of the provisions
of this Agreement. Allwork shallcomply with applicable codes an-d ordinances.
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 lnsureds" means the County, its successors and assigns, andthe respective directors, officers, employees, agents and representatives ofthe County and its successors and assigns.4.2 "Support" means the following: Contraltor's directors, officers, employees,
agents and representatives; and sub-Contractors of any tier; the respective
directors, officers, employees, agents and representaiives of these sub-Contractors of any tier; and any other person or entity acting under the
direction or control of, or on behalf ol 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.
q Accountinq and Pavment for Contractor Services:
Payment to the Contractor for services rendered under this Agreement shall be as set forthin Exhibit "B"' Where Exhibit "B" requires payments by the Co-un$, payment rn.lt U" basedupon billings, supported unless otherwise provided in
-Exhibit
"8",'by documentation of unitsof work actually performed and amounts earned, including where appropriate, the actualnumber of days worked each month, total number of hours f6r the month, .nU ttr" total dollarpayment requested. Unless specifically stated in Exhibit "8" or approved in writing inadvance by the Kittitas County Board of Commissioners, the County will not reimburse theContractor for any costs or expenses incurred by the Contractor in performance of thisAgreement.
\Mteq required, the County shall, upon receipt of appropriate documentation, compensatethe Contractor, no more often than monthly, through the County voucher system, for theContractor's service pursuant to the fee schedub sJt forth in Exh-ibit',8,,.
Profes_sional Services Agreement (rev. Ogtl4n}ft)
Page 3 of 17
6. Assiqnment and Subqontracting:
No portion of thisAgreement 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 seryices shall be furnished by the Contractor as an independent Contractorand nothing herein contained shall be construed to create a relationship of employer-
employee or master-servant, but all payments made hereunder and all services perfotm"O
shall be made and performed pursuant to this Agreement by the Contractor as anindependent Contractor.
The Contractor acknowledges that the entire compensation for this Agreement is specifiedin Exhibit "B" and the Contractor is not entitled to any County beneits including, but notlimited to: vacation pay, holiday pay, sick leave pay, medicai, dental, or other i-nsurance
benefits, or any other rights or privileges afforded to Kittitas County employees.
Contractor will defend, indemnifu and hold harmless the County, its Additional lnsureds,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 Emplovment:
The performance of all or part of this Agreement by the Contractor shatl 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-dontractor or any emptoyee
of any sub-contractor by the county at the present time or in the future.
9. Taxes;
The Contractor understands and acknowledges that the Coun$ will not withhold Federal orState income taxes. \Mtere required by State or Federal law, the Contractor authorizes theCounty to make withholding fo1 any taxes other than income taxes (i.e. Medicare), Allcompensation 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 theresponsibility of the Contractor to make the necessary estimated tax pay:ments throughout
the year' if any, and the Contractor is solely liable for any tax obligation arising troir the
Contractor's performance of this Agreement. The Contrabtor heredy agrees to-indemniff
the County against any demand to pay taxes arising from the Contracior'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 othlr taxes including, but not limited to:
Business and Occupation Tax, taxes based on the Contractor's grorl or net income, orpersonal property to which the County does not hold title. The bounty is exempt from
Federal Excise Tax.
Professiona I Services Agreernent (rev. Og 124 tz} 1 B)
Page 4 ol '|'7
10. RequlAtions and Requiremglt:
This Agreement shall be subject to all laws, rules and regulations of the United States ofAmerica, and State of Washington, and political subdivisiins of the State of Washington,
and to any other provisions set forth herein or in the attached exhibits.
11. Right to Review:
This.contract is subject to review by any Federal or State auditor. The County or its designeeshall have the right to review and monitor the financial and service
"orponrnts of thisprogram 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 bounty
agents or employees, inspection of all records or other materials which ine County deemipertinent to the Agreement and its performance, and any and all communicationi with orevaluation by service recipients under this Agreement. The Contractor shall preserve andmaintain all financial records and records relating to the performance of work under thisAgreement for 6 years after contract termination, and shall make them available for suchreview, 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 shallbe in writing, signed by ea-cn of the parties.
12'2 The Co.unty may, at any time, by written notice thereof to Contractor (',Change
Notice") makes. changes in the Work within the general scope of th-isAgreement, including, but not limited to; (a) chaiges 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.
lf any change in the Work causes an increase or decrease on Contractor'scost of, or the time required for, performance of the work, an equitable
adjustment in the compensation to Contractor and in the schedule for theperformance of the work shall be made to reflect such an increase or
decrease.
Notwithstanding any dispute or delay in arriving at a mutually acceptable
equitable adjustment, Contractor shall proceed in iccordance wiitr all Change
Notices, contractor mu:t, within thirty (90) days after receipt of any cnanle
Notice that does not setforth any acceptable adjustment, submit to the Courity
a written statement setting forth any adjustment claimed.
lf any change results in a decrease in the Work performed, Contractor shallbe entitled to compensation associated with changing the work, such as
12.3
12.4
12.5
Professional Services Agreement (rev. A9 124 1201 g)
Page 5 of 17
revising_ design already completed, revising calculations already performed,
and revising documents.
13. Tenlination for Default:
lf the Contractor defaults by failing to perform any of the obligations of the Agreement or
becomes insolvent or is declared bankrupt or commits any aciof bankruptcy oi 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, postiage prepaid, terminate-thaAgrbement, and atthe County's option, obtain performance of the work elsewhere. lf th; 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 bi oeducted 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.
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 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.
\Mtenever the Agreement is terminated in accordance with this paragraph, the Contractor
shallbe-entitled to payment for actualwork performed 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 partially completed items of work will be
made, but such adjustment shall not include provision for ioss olanticipated 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 briach oi contract Uf tne
County.
15. Defense & lndemnityAqreement:
fhg.-Contrqctor agrees to and shall defend, indemniff and hold harmless the Gounty, its
Additional lnsureds, appointed and elective ofiicers, agents and employees, from-and
against all loss or expense_, including but not limited to judgments, settl'ements, attorney's
fees and costs by reason of any and all claims and demandJupon the County, its Additional
lnsureds, its elected or appointed officials, agents, or employees for damages because ofpersonal or bodily injury, including delth at any time resulting therefrom, sJstained by anyperson or persons and on account of damage to property including loss of use thereoi,
whether such injury to persons or damage to property ii due to the negligence of the
Professional Services Agree ment (r ev. 0g I 24 120 1 g)
Page 6 of 17
Contractor, its sub-Contractors, its elected officers, employees or their agents, except onlysuch injury ordamage as shallhave been occas,rgned by the sole neglig"i.. oitn" iorntlrits Additional lnsureds, appointed or elected officials, igents, or ei'''ployees. lt is furtherprovided that no liability shall attach to the County by re-son of entering into this contract,except as expressly provided herein.
16, lndustrial lnsurance Waiver:
\Mth respect to the performance of this Agreement and as to ctaims against the County, itsAdditional lnsureds, gfiice1s, agents and employees, the Contractorixpressly waiv# itsi,mmuntty under Title 51 of the Revised Code of Washington, the lndustrial lnsurance Act,for injuries to its emplo.yges and agrees that the obligations to indemniff, defend and holdharmless provided in this agreement 9xte1d to anyilaim brought UV di on behalf of anyemployee of the Contractor. This waiver is mutuilly negotiafia U-y ttre parties to thisAgreement.
17. Venue and Choice of Law:
ln the event that any litigation should arise concerning the construc'tion or interpretation ofany of the terms 9f tlis Agreement, the venue of such action of litigation shall be in theSuperior Court of the State of Washington in and for the County of Kitt-itas. This Agreement
shall be governed by the law of the Siite of Washington.
18. Withholdinq Pavment:
ln the event the Contractor has failed to perform any obligation to be performed by theContractor under this Agreement within the time set forlh in tliis Agreemeni, then the Countymay, upon written notice, withhold all monies due and payable to Contractor, withoutpenalty, untilsuch failure to perform is cured or otherwise adjudicated.
19. Future Non-Allocation of Funds:
lf sufficient funds are not appropriated or allocated for payment under this Agreement forany future fiscal period, the Coun$ will not be obligated to mafe payments for services oramounts incurred after the end of the current fiscil period. No penalty or expense shallaccrue to the County in the event this provision applies.
!0. Qontractor commitments, warranties and Representations:
The contractor represents and warrants to@ws:20.1 The Contractor is-duly incorpglsFq,vaiiOty existing and in good standing
under the laws of the State of Washington, and hal all reqriisite .orporai"
power and authori$ to enter into and to perform its obligaiions 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.
Professiona I Services Agreement (rev . 09 t 24 120 1 g)
PageT of 17
20.3
2A.4
2A.5
20.6
22. Disputes
22,1
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 orgovernmentalagency which materially and adversely affects its
operations or assets in the state of washington, or its ability to perform
its obligations under this Agreement.
Nong 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 materiaifact or omits or
will omit to state a material fact necessary to make the statements of fact
contained therein not misleading.
Gener4!
Differences between the contractor and the county, arising under and by
virtue of the Agreement Documents shall be brought to the attention of th6
County at the earliest possible time in order that such matters may be settled
or other,appropriate action prompfly 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 finaland conclusive.
21. PatenVCooyright lnfringement:
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 thosecosts and damages attributable to any such claims itrat are finally awarded alainst theCounty in any action. Such defense and payments are conditioned upon the follo-wing:21.1 Contractor shall be notified promptly in writing by County of any notice of such
claim.
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.
Professi ona I Services Ag ree ment (rev . 09t24 pA 1 g)
Page I of 17
22.2 Ngtice of PotentialClaims
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 toact by the County, or (2) the happening of any event oi octurrence, unless
the Contractor has given the County a written Notice of Potential Claim withinten (10) days of the commencement of the act, failure, or event giving rise tothe claim, and before final payment by the County. The written ttotice otPotential 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 potentiat claim. Contractor
shall keep full and complete daily records of the work performed, labor andmaterialused, and allcosts and additionaltime 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 ltefns Produced:
All writings, programs, data, public records or other materials prepared by the Contractor
and/or its consultants or sub-Contractors, in connection with pe*ormanc" oitf,ir Agreement
shall be the sole and absolute property of the County.
24. Confidentlalitu:
The Contractor, its ernployees, sub-Contractors, and their employees shall maintain theconJidentiality of all information provided by the County or acquirid by the Contractor inperformance of this Agreement, except upon the prior written consent of the Kittitas CountyProsecuting Attorney or an order entered by a court after having acquired jurisdiction overthe County. Contractor shall immediately give to the Couity notice of any judicial
proceedings seeking disclosure of such information. Contractor ihrll indemniff a,iO no6harmless the County, its Additional lnsureds, officials, agents or employees from all loss orexpense, including, but not limited to settlements, judgments, setoifs, attorneys'fees and
costs resulting from Contractor's breach of this provision,
To the extent that any information obtained Uy ine Contractor is required to be shared withor provided to others by the terms of the Statement of the Work, this provision is notbreached by such acts.
25. Notice:
Profesliona I Se rvices Agreement (rev. 09 I 24 120 1 B)
Page 9 of 17
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 headof the department for whom services are rendered, and to the *ttitas County
Commissioners, 205 W sth Ave, Suite 108, Ellensburg, WA 98926. Notice to the Contractorfor all purposes under this Agreement shall be given to the address reflected on thesignature page, Notice may be given by delivery or by depositing in the U.S. Mail, first class,postage prepaid.
26. Severabilit,v:
lf any term or condition of this Agreement or the application thereof to any person(s) orcircumstances is held invalid, such invalidity shall'not affect other terms, conditions orapplications which can be given effect without the invalid term, condition or application. Tothis 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 theprovisions 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 thator any other instance; rather the same shall be and remain in full force and
effect.
27.2
27.3
27.4
This Agreement embodies the entire Agreement between the county andcontractor, and supersedes any and all prior agreements, regarding thework. No change, amendment or modification of any provisi6ns oi this
Agreement shall be valid unless set forth in a written instrument signed by theparty 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 t9 tle county by any other provisions or inis 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.
28. Waiver:
Waiver of any breach or condition of this Agreement shall not be deemed a waiver of anyprior or subsequent breach. No terms or conditions of this Agreement shall be held to bewaived, modified or deleted except by an instrument, in writing]signed by the parties hereto.29. Survival:
lfe nrgv_iqions of paragraphs 7, g, 11, 13, 14, 15, 16, 17 ,1g, 1g, ZO, 21, 22, 23, 24, 2g, gO,
31, and 32 shall survive, notwithstanding the termination or invalidity of tf,ir Agreement forany reason,
Professional Services Agreement (rev. 09l?4l201ll
Page 10 of17
30 Nondis inatio n:
30,1 The County is an equal opportunity employer.
30.2 Nondiscr.ifnination in .Emplpvrlrentln the performance of this Agreement, the contractor will not
discriminate against any employee or applicant for employment on thegrounds of race, creed, color, nationat origin, sex, sexualorientation,
maritalstatus, age or the presence of any sensory, mental orphysical handicap; provided that the prohibition agiinst discriminationin employment because of handicap shall not apply if the particular
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 race, creed,'color, nationalorigin, sex,
sexual orientation, marital status, age or the presence of any ,*-nsory,
mental or physical handicap. such action shall include, but not belimited to: employment, upgrading, demotion or transfers, recruitment orrecruitment advertising, layoff or termination, rates of pay or otherforms of compensation, and programs for training including
apprenticeships. The Contractor shall take such action witli respect tothis Agreement as may be required to ensure fullcomplianr" '*ith
local, state and federal laws prohibiting discrimination in employment.
30.3 Nondiscrimination inServices
The Contractor will not discriminate against any recipient of any services
or benefits provided for in this Agreement on tFre grounds of race,
creed, color, national origin, sex, sexual orientation, maritalstatus, age orthe presence of any sensory, mental or physical handicap
30.4 H any assignment and/or subcontracting has been authorized by the
county, said assignment or subcontract shall include appropriate
safeguards against discrimination. The Contractor shall iake suchaction as may be required to ensure full compliance with theprovisions in the immediately preceding paragraphs herein.
31. Prevailinq Waqe:
Contractor. shall pay the prevailing rate of wages to all workers, laborers, or mechanicsemployed in the performance of any part of the Work in accordance with RCW gg.1Z
and the rules and regulations of the Department of Labor and lndustries. The scheduleof prevailing wages rates for the locality or localities of the work is determined by the
Professiona I Services Ag ree ment (rev. Og I 24 t 2O,l g)
Page '11 oJ 17
lndustrial Statistician of the Department of Labor and tndustries. lt is the Contractor's
responsibility to verify the applicable prevailing wage rate. lt is understood that theContractor is responsible for obtaining and compleiing 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 andconclusive 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:32j ls 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 civiljudgment rendered
against them for commission of fraud or a criminal oifense 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, tai evasion, receiving
stolen property, making false claims, or obstruction of justice.
32.3 ls not presently indicted for or otherwise criminally or iivilly charged by a
governmental entity (Federal, State, or local) with commission oiany ot
the offenses enumerated in paragraph 32.2 oi 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 publiCtransactions
(Federal, State, or local) terminated for cause of default.
P rofes sional Services Agreement (rev. 09 I 24 lZ0 1 B)
Page 12 of '17
EXHIBIT "A"
SCOPE OF WORK
ln addition to providing all material and labor, the Contractor shall perform the following;
To conduct pre-employment medical screening for employment for the Kittitas County
Sheriffs Office. The component parts of the medical screening are broken down in
Exhibit B.
Contractor will maintain appropriate security standards and practices with regard to
applicant medical records regardless of the form of the recoids, consistent with all
applicable Federal, State, and Local laws and administrative regulations, including
HIPAA standards and Business Associate Agreements.
Professiona I Seruices Agree ment (rev. 09 124 1201 g)
Page 13 of 17
As full compensation. for satisfactory performance of the work, the County shall pay
Contractor compensation not to exceed:
lT "8"
COMPENSATION
Descrlption Code Price
Physical Exam 99203 $ rrs.oo
Range of Motion (no charge )97750 s
XR Chest, 1 View 71045 5 go.oo
Spine Thoracolumbar 2+ Views 72080 $ gs.oo
PPD - Tuberculosis Screen 85s80 $ rs.oo
Urinalysis w/Micro 8100L $ ro.oo
lOccult Elood 82270 $ s.oo
Lab - CBC 00s009 S s.oo
Lab - LP 303756 S s.oo
Lab - CMP 303756 S s,oo
Lab - TSH w/Reflex 004259,349829 S ro.oo
Venipuncture (no charge)36415 s
Breathing Capacity Test (pFT, pre O nl'i)94010 $ zs.oo
EKG 93000 S zs.oo
Pure Tone Audiometry (Heari Test)92552 S ro.oo
5 zgs.oo
Profess iona I Services Ag reement (rev . 09 124 t20 1 g)
Page 14 ot 17
EXHIBIT "C"
PROOF OF INSURANCE
The Contractor shall secure and maintain in effect at all times during performance of theWork such insurance as will protect Contractor, its Support and th; Additional lnsuredsfrom all claims, losses, harm, costs, liabilities, damages and expenses arising out ofpersonal injury (including death) or property damage thit may resuit from performance ofthe work or this Agreement, whether such perfoimance 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 Vll or better in the most recenly published
edition of Best's Reports unless otherwise approved by the County. lf an insurer is not
admitted, all insurancg,Rolicies and procedures for issuing the insurance policies must
comply with Chapter 48.15 RCW and2B4-1S WAC.
The Contractor shall provide proof of insurance for:
X
Coverage limits not less than:. $5,000,000 per occurrence. $1,000,000 per occurrence liquor liability. $1,000,000 products & completed operations aggregate. $1,000,000 personal and advertising injury, each offense. Certificate Holder - Kittitas Countyr The certificate must name the county as additional insured
' Sixty (60) days written notice to the County of cancellation of the insurance
policy
f, (if ANy use of vehicle in performance)
Automobile Liability for owned, non-owned, hired, and leased vehicles (MCs go
endorsement and a CA 9946 endorsement must be 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.
Professiona I Services Agreement (rev . O9 I 24 t20 I g)
Page 15 of 17
Additional Co Be
fJ Workers' Comoensation
Workers'Compensation in amounts required by law
fl StoB Gap/Emplovers Liabiltly
Coverage limits not less than:
' $1,000,000 each accident. $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.
fl Professional Liability
The Contractor and/or its Subcontractor and/or its consultant providingprofessional services shall provide evidence of Professional Liability lnsurance
covering professionalerrors and omissions. Such policy must provide t'he followingminimum limits:. $1,000,000 per claim. $2,000,000 annual aggregate
' lf insurance is on a claims-made form, its retroactive date, and that of allsubsequent renewals, shall be no later than the effective date of this
Agreement.
X Poltution Liabitity
The Contractor shall provide a Pollution Liability policy, providing coverage forclaims involving bodily injury, prop.erty damage (including loss of ise of taigibleproperty that has not been physica.lly injured), cleanup cosls, remediation, disp-osalor other handling of pollutants, including costs and expenses incurred in the
investigation, defense, or setflement of claims arising out of:. Contractor's operations related to this project; and/ore Remediation, abatement, repair, maintenance or other work with lead-basedpaint or materials containing asbestos; and/orr TransPortation of hazardous materials away from any site related to this project
Such Pollution Liability policy shallprovide the following minimum coveragelr $ per claimr $ annual aggregate
! Property Damage
The Contractor shall..provide a policy that covers damage to Kittitas Countyfacilities, including buildings, equipment, grounds, etc. Suih policy shall provide
the following minimum coverage:
Professional Services Agreement (rev. 0g t24 I 20 1 B)
Page 16 of 17
. $ per occurrence
fl Umbrella Coveraoe
Umbrella policies shall provide coverage at least as broad as specified for
underlying coverages (CGL, Auto, Employer's Liability) and cover those insured inthe underlying policies, including additional insured.. Amount required for this Agreement: $
Contractor shall furnish the County a Certificate of lnsurance to include the policy
Endorsements/Exclusions as evidence tlrat policies providing insurance required by thi6Agreement are in full force and effect. Contractor hereby wlives all rights of recourse,
including any right to which another may be subrogated, against t<ittitas County foipersonal injury, including death, and property damage. Contfctor's insurance policies
required above shall be primary insurance and shltl be non-contributing witn
"nyother 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, machiiery, equipment, ormotor vehicles owned or rented by the Contractor, or the Contractor'" agenir,'suppliers
or contractors as wellas to any temporary structures, scaffolding and proiective fences.
The Contractor shall have sole responsibility for ensuring the insurance coverage andlimits required are obtained by subcontractors.
NOTE: No contract shall form until and untess a copy of the Certificate oflnsurance with Endorsements/Exclusions, properly complited and in the amountrequired, is attached hereto.
Failure of the Contractor to fully comply with the above insurance requirements during
the.term of the Agreement shall be considered a material breach of contract and cauJefor immediate termination of the Agreement at the County's discretion. Alternatively, theCountymay procure and maintain, at the Contractor's so'ie expense, insurance to the
extent deemed proper up to the amount of the required coverage(s). The County may
offset the cost of such insurance against paymeni due to the Coniractor under this
Agreement.
Profess]onal Services Agreement (rev. 0g I 24 t 20 1 g)
Page 17 ol 17
/--A,coRi)'
COVERAGES
CERTIFICATE OF LIABILITY INSURANCE
CERTIFICATE NUMBER REVISION NUMBER:
DATE (MIVI/DD/YYYY)
12/02t2021
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIESBELOW THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE |SSU|NG TNSURER(S), AUTHORTZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: lf the certificate holder is an ADDITTONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.lf SUBROGATION lS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement onthis certificate does not confer to the certificate holder in lieu of such
PRODUCER
CM&F Group lnc.
1 10 West 40th Street
1Oth Floor, Suite 1000/1001
NewYork, NY 10018
CONTAGI
NAME:CM&F Grou p
PHONE 1-800-221-4904
tn roup,com
INSURER(S) AFFORDING COVERAGE NAIC #
TNSURERA: MEDICAL PROTECTIVE COMPANY- MPC
INSI,JRED
Ellensburg Family Medicine
2156 PAYNE RD
ELLENSBU RG, WA98926-7898
INSURER B :
INSURER C :
INSURER D
INSURER E:
INSURER F
TH e S TO L,ERTI FY T HAT THE POLtCt ES OF NS U RANCE LI STED BELOW HAVE BEEN ss UED TO TH E NSURED NAMED ABOVE FOR THE P OLICY P ERI o DINDICATED-NO TWTH STA N DIN AN Y REQUI REM E NT TER M o R coN DITI ON OF ANY CONTRACT o R OTH E R D OCUM ENT WITH RESPECT TO WH IC H TH SCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE NSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERM S,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIM TS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSRtaF TYPE OF INSURANCE SUtsX
POLICY NIJMBER POLICY EFF
rMM/DD/YYYYI
POLICY EXP
rMM/DD/YYYYI LIMITS
A X COIVMERCIAL GENERAL LIABILIry
CLAIMS-MADE OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:
X ,o.,." fl !F.t [-l .o.
X
X u54661 11129t2021 11t29t2022 EACH OCCURRENCE s 1,000,000
UAMAUI IUHhNIEU
PREMISES f Ea occurrencel s 1 ,000,000
l\ilED FXP (Anv one oerson)$
PERSONAL & ADV INJURY s 1 ,000,000
GENERAL AGGREGATE s 6,000,000
PRODUCTS . COIIIPlOP AGG s 6,000,000
$
AUTOMOBILE LIABILIry
ANY AI.JTO
O\l/l'lED
AUTOS ONLY
HIRED
AUTOS ONLY
SCHEDULED
AUTOS
NON-OWNED
AUTOS ONLY
$
BODILY INJURY (Per person)$
BODILY INJURY (Per accident)$
$
$
UMBRELLA LIAB
EXCESS LIAB
OCCUR
CLAIMS.I\1ADE
EACH OCCURRENCE $
AGGREGATE $
DFD RETENTION $$
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
ANYPROPRIETOR/PARTNER/EXECUIIVE
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
lf yes, describe under
DESCRIPTION OF OPERATIONS below
Y/N
N/A
PTR
STATI ITF f,TH.
:R
E.L EACH ACCIDENT $
E,L DISEASE . EA EI\,4PLOYEE $
E,L. DISEASE - POLICY LIMIT $
A Professional Liability u54661 11t29t2021 11t29t2022 Per lncident
Aggregate
1,000,000
6,000,000
OESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be aftached if more space is required)
Occurrence Coverage
Nurse Practitioner Group
Professional Liabilitv Additional lnsured
Kittitas County
230 Grant Rd Ste 827
Ellensburg, WA98926
General Liability Additional lnsured
Kittitas County
230 Grant Rd Ste 827
Ellensburg, WAg8926
CATE HOLDER CANCELLATION
@ 1988-2016 ACORD CORPORATTON. Ail rights reserved.
The ACORD name and logo are registered marks of AGORD
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORETHE EXPIRATION DATE THEREOF, NOTICE WLL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
Kittitas County
__--}
AUTHORIZEO REPRESENTATIVE
ACORD 25 (2016103)
ADDITIONAL REMARKS SCHEDULE Page of
Intemediary lnsured
Ellensburg Family Medicine
Policy Number
u54661
lnsurer
MEDICAL PROTECTIVE COMPANY- MPC
Effective Date: 1 1 12912021
NAL REMARKS
This Policy includes coverage for the professional services rendered under the First Named lnsured listed above by the following professionals: ZachDeffinbaugh, NP and Aaron Long, NP
This Additional Remarks form is a schedule to ACORD form,
Form Number Acord 25 Form Tifle:CERTIFICATE OF LIABILITY INSURANCE
Kittitas County
Review Form
Grants & Contract Agreement
Today's Date
December 15,2021
Agenda Date
December 21,2021
Fund/Department
30 / Sheriff
Contract/Grant Information
Contract lGrant Agency: Ellens Fam ily Medicine DBA CompassDirect Healthcare
Period Begin Date: 01/0112022 Period End Date: until term
Total Gran tl Contr act Amount
Grant/Contract Number: SH2 l-049
Contract/Grant Summary: This agreement is between Kittitas Clounty and Ellensburg Family Medicine
DBA Compass Direct Healthcare for the purpose to conduct pre-employrnent rnedical screening for ernployment
fortlre Kittitas CoLrnty Sheriffs Office. (Nerv ownership effective 0l/01122 and rates rernairr the same as202l)
Financial Information
Bu Information
Pass Throu Information
Total Amount State Funds $0 Federal Funds $0
Percentage County Funds Matching Funds $0 CFDA# na
In-Kind $
Explain
Is Equipment being purchased? NO Who owns equipment? na
New Persomrel being hired? NO Contdct HR hiring - reporting requirements - na
Future impacts or liability to Kittitas County
Budget Amendment Needed?
New Division Created? NO
Yes[ attach budget form No fp( Why not - Already budgeted.
Revenue Code NA
Expense Code 00130xxx4I13
Agency to Pass Through NA
Amount to Pass Through $0
Sub-Contract Approved Date
Grant/Contract Review Page L
Prosecutor Review
Has the Prosecutor reviewed this agreement?Yeslk No CAMAS# 53310
Coun De rtments Im ted
Submitted
Ass ent of Trackin Information
Auditor Facilities Maintenance
Information Services Human Resource
Prosecutor Treasurer
Signature:.7 Date: I,-lt\ lr-l
Sheriff
Auditor's Office
Human Resource
Prosecutor's Office k- 1L *-r {t
Who Signed the grant application tl
Revier,ver Date
Grant/Contract Review Page 2