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Agreement is made !y,ano betlreen Kittitas County (hereinafier ttn County")and Ellensburg Family Medicine, O-Bn CompassDirec't Healthcare ihereinanir"doilrac{of}.The Coung and Contractor agree as follours:
General Condilions; Exhibit A (Scope of Work); Exhibit B (Compensation);
Exhibit C (proof of lnsurance).
copies of ufrich are attacfred hereto and inoorporated herein by this rcference as fully as ifset forth herein.
The term of this Agreement shallcommenoe on the January 1,2OZZ,and continueuntil completion of tre qplect. Any party may terminate this ngreemd bt&ilj nirtv tsoldays' notlce in writing.either personally deliv€led or mailed postlge-prepaii by oe?inec mail,retqm receipt requested, to the party's last knou,n address for th; ptr6;r
"f
gln ng notieunderthis paragnaph.
Confac'tor acknowledges and by signing this Agreement agrees that ilrefnde.Tnilication provisions setlorth in Parigraitrs_7 (noeperioent Contr"iiJ11, g Faxes),15 (Defense and lndemnity Agreement),,-2J lnatinucbpvngttt l"frfig;t#g and 2+(Confidentiality), are.lotally and-fully part of this Agre€nient-ano rravi ueen mutualynegotiated by the parties.
Probaslonal Servles Agreement (ruv. Ogf2ln}lgl1
Pegc I of 17
lly WTNESS WHEREOF, the parties have executed this Agreement ttris gJ**V
ot 0{"fi,z}21r.
APPROVED:
Ellensburg Family Medicine, DBA
CompassDirect Healthcare
107 E. Mountain ViewAve.
BOARD OF COUNTY COMMISSIONERS
KITTITAS COUNTY,
, wA 99926
F,P
(Date
L,t*oJ, Drf\J"etl Dne
Print Nime of Signatotz-
Gommissioner
Contractor Addrecr:
107 E. Mountrain MewAve
Ellensburg, WA 98926
as to Form:
Attomey
Gounty's Addresc:
Kittitas Coung
205 West 5th Avenue, Suite 108
Ellensburg, WA 98926
,il111
lr60siqgl Serviccc Agreement (rw. OSrunO$lPry2of 17
GENERAL coi|UfloNs
1. $.gooe of Contractor's Services:
Contractor agrees to provide to the County services ard any materials set forth in the project
nanative identified in Exhibil "A'during theAgreement peddd. No material, labor, orticili{ies
will be furnished by the County, unless othenvise provided for in the ngr€ement.
2, PerformanceofWork:
C9ltlra$or shall perform work in accordance with, and shall oomply with, all of the provisions
of this Agreement. Allrrvork shallcomply with applicable mdes inl orci'irancei.
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3. Schedule of Perfomancp:
Unbss directed otherwise by the County, Contrac'tor shall perform the work in accordance
with any scfredules made a part of this Agreement
4. Definitions:4.1 'Additionallnsureds" msan_s the Cornty, its successors and assigns, and
the rcspective directors, ofiicers, empbyees, agenls and reprejentatives ofthe Countyand its euccesson and assi,gns.4.2 'Supporf means lhe following: Contracto/s directors, ofiicers, employees,
agents and -representatives; and sub4ontractors of any tier; the rc'spicrive
directors, offcers, employees. agents and representatives'of these sub-Contractors of any lier; and any other pemon or entity ac-ting under hediredion or control of, or on behalf ol Cbntraaor or any Cont[ao/e sub-
Contractors of any tier in connection wtth or incident to the performance of theWoft orthis Agreement.4.3 The 'Work' means all of the duties listed in Exhibit A and the perfomanoe of
all ofter obl(1ations, under this Agmenrent by Contractor or iti Support.
5. Ac,cottntiqo glrd Pavqent for Contrqqpr Services:
PaYmant to the Contractor for services renOereO unOer trls Agnenrent shall be as set forthin Exhibit "B'. Where Efiibit *B' requires payrnents by lhe Coirng, payment strait Oe based
upon billings, supported unless othenrise provkled lrr i:xtriOit,B",-bid;cudbiion otunicof work ac'tually perfomed and amounls eamed, including wdrd approil;f;the ac{ual
number of days rrvorked elch month, lotal number of hours 6r the motittt. ii,OG toul dollarpayment requestgd, U{"t* specifrcally stated in Exhibit "8" or appioveO in writing inadvane by lhe Kittitas County Board of Commissioners, the County
"iiU
not teimbune theContractor- for any cosb or expens€s incuned by the Contmctorin pertonnance of frisAgreement.
! /heF rcquired, lhe County shall, upon rgpipt of appropdate documentation, compensatethe Contrador, no more of,en than monhly,-ttrrouitr ttie County voucher syatem, for thecontracto/s service punsuant to the he schldub set fortr in Exhibit "g".
ProftsConal S€wicoa Agrruemant (rw, ilgf}4nlfiI
Page 3 of17
6. Assionmgnt anC S.tJ.bcontrac{ing:
No portion of this Agreement may be assbned or subcontracted to any other individual, firm
or entity without the express and prior written approval of the county.
7. lndependent Contractor:
The Contrador's seryices shall be fumished by the Contractor as an independent Contractorand.nothing herein contained shall be consh.red lo create a relationship of employer-
e.mgfoyee or master-servant, but all payments made henunder and all services perio#"a
shall be made and perbrmed pursuant to this Agrement by the Contnactor as an
independent Contrador.
The Contrac'tor acknowledges that the entire compensation for this Agreement is speciliedin Exhibit "B" and the Contrac{or is not entithd to any County beneis including, but not
limited to: vacation pay, holiday pay, si,ck leave pay,-medicai, dental, or other insurance
benelTts, or any other rights or privileges afiorded to Kittitas County employees.
Contractor will defend, indemnifu and hold harmless the County, ih Additional lnsureds,
ofrcers, agentrs or employeqs from any loss or exFnse, indiuding but not limited to
settlements, judgments, setofrs, attomeys' fres or oosts incuned by-reason of ctaims or
demands bEcause of breach of the provisions of this parryraph.
8. No Guarantee of Emolovment:
The performance of.allor.part of this Agreement by the Contractor shall not operate to vest
any employment rlghts whatsoever and shall not be deemed to guarantee any employment
of the Contrac'tor or any employee of the Contractor or any sub-eonractor or iny dmfuyee
of any sub-contractor by the coung at the present time or in lhe ftrture.
9. Taxes:
The Contractor understands and acknowledges that the County will not withhold Federal or
State income taxes. Wtere requircd by Stati or Federal law, the Conbador authorizes the
County to make withholding fo1 any trrxes cfher than income taxes (i.e. Medicare). All
mmpensation received by the Conhactorwillbe reported to the lntemilRevenue Silrvice
at the end of the calerdar year in accodance with ihe applicable IRS regulations. lt is the
responsibility of the Contractor to make lhe nemssary estimated tax pay-nnnts frroughout
!e year, tl.ny, and the Contrac{or is solely liable for any tax obfidtidn arising toil ne
Qonlacto/s performance. of this Agreement. The Conhactor hercdy agrees toinOemniff
the County against.any demand to pay traxes arising ftom the Goniaci'o/s fa1ure to pay
taxes on @mpensation earned punsuant to this Agreement
The Countywill.pay sales and use taxes imposed on goods orservices acquired hEreunder
as requhed by law. The Contractor must pay all other taxes including, birt not limited to:
Business and Occupalion Tax, taxes based on the Contrastor's grosl or nal income, orpersonal property to which lhe County does not hold title. The -County is exempt from
FederalExcise Tax.
RofcsConal SeMcce Agncmant (rav. Og/24n0ftlPap4of 17
10" Requlations and Reouiremg8t:
This Agreement shall be subjec{ to all laws, rules and regulations of the United States ofAmerica, and State of Washinglon, and politbal suMivisions of the State of Washington,
and to any other provisions set forth herein or in the attached exhibits,
11. Rioht to Review:
This.contract is subJec't to rwiew by any Federal or State auditor. The County or its deslgneeshall have the right to review and monitor the financial and seMe coniponents of thisprogram by wtratever means are deemed expedient by the County. Such rwiew may occur
with or without notice, and may include, bulis not limited to, on-si'te inspedion by bountyagelts or employees, inspec.tion of all remrds or olher mabrials which itre Counfu deemlpertjnent to the Agreement and ih perfonnance, and any and all communicatbns with or
evaluation by_ service recipienb under his Agreement. the Contractor shallpreserve ardmaintain all financial recsrds and records relating to the performanoe of wo* under thisAgreement br 6 years afier contract iermination,-and shall make them available for sudr
review, wihin Kittitras County, State of Washington, upon request.
12. Modificalions:
12-1 Either pryty may request ghanges in the Agreement. Any and all agreed
modificatbns shallbe in writing, slgned by eactr of tre parties.
12.2 The Coun$ TaX a! any time, by wriften notioe theraof to Contractor ('Change
Notice') males. changes in the Work wifrin the general scopi ot tr'is
Agreem.gnt, including, but not limited to: (a) ctranges in, revisions to,
substitutions for, additbns to or delefions of any Work; (b) c*ranges in
schedub; and (c) acoeleration, deceleration or suspension of |irformance of
any Work.
12.3 lf any change in the Work causes an increase or decrease on Contractor's
cost ol ol Fe fime rcquired for, performane of the wo*, an equitable
adiustment in the compensalion to Contractor and in the schedule for theperformanoe of the Wbrk shall be made to rcflect such an irrcreass or
decrease.
12.4 Notwithstanding any dispute or delay in aniving at a mutually acceptable
equitabh sdjusfrnent, Contlaclor shall proeed inbcmrdance wlitr all Change
Notices. Contractor musl, wilhin frtirty (30) days afier receipt of any Chanie
Notice that does not set forth any acceptable adjustnent, submii 1o fre Counity
a wri$en statement s€frting forh any adjustnent claimed.
12.5 lf any change rcsults in a decrease in the Work performed, Contrador shall
be entiiled lo compensation assochted wifr ctrhnging the Work, such as
Proltecslonal Ssrutces Agramsnt (rpy. O*24nA1El
Page 5 of 17
rovising {estqn already completed, revising calculations already performed,
and revising documents.
13. Terminqtion for Pefault:
lf the Contractor defaults. by tailing to perfurm any of the obligations of the Agreement or
bscomes insolvent or is declared ban\ryqt or commits any acfof bankuptcy d insotvenry
or pakgs.an assignment br the benelit of creditors, the Cbunty may, by deiositing written
notice to Ore Contnactor in the U.$. rnail, postage prepaid, terminate tile Agr;enrent and atthe Countyls optign, obta! perturmance of lha work elsawhare. lf flL Agreement ie
terminated for defaull, the Contrac'tor shall noi be entitled to receive any fufihir payments
under fte Agreement untilallwork called for has been fully perfomed. Any extna coat or
damage to ilre Coun-ty^ resuhing ftonr suclr default(s) shall Oi deoucted from any money due
or corning due to frre Contracfor. The Conbactor shall bear any extra expensei incurr6O Uy
$e..Co1nU in completing lhe uork, and all damage sustrained, or which may be sustalned
by the Gounty by reason of such default
lf a notice of termination for default has been icaued and it is lat6r determined for any reason
that the Contractor was not in defiault, frre righb ard obligations of the parties shall be the
same as if the nolice of termination had been issued pursuant to he Teimination for public
Conven ience paragraph hereof.
14. Ierminalion fgr Public Conver-rience:
Jhg CguntV.{ay tgrqlnate the.Agrcement in whole or in part whenever the County
determines, in its sole dlscretbn that such tomination is in the 6est intere*s of the Countte
Whenever !!,9 St""t"nt is terminated in accordance with this paragraph, ttre ConfaA6r
shall be-entltled to payment for acilual rrrrork performed at unit mitmciprfue'e for compbted
iterns of work. ln the event of eudr terminatitrn, an equitable djuslmint shall be mide in
the compensetbn payable to Contnactor.
An 9e{table adjusfinent in tre oontract price for partially mmpleted items of urork will be
made, but sucft adiustnent shall not include prwisibn Or lixs ofanticipated proftt on deleted
or unoompleted work. Terminalim of this Agrcement by the County at anytkne during thelerm, whetter for defauft or convenienca, shall not constime a uriaor oi contract Ui $re
County.
15. Defunse & lndemnltvAoreement:
]lg.9on$ctor agrees to and shall de&nd, indemniff and hold hambes the County, itsAddilional lnsureds, appointed ard elective otrcers, agents and employees, firom and
against all loss or expense-, includirg bS.not llmited to fudgmentr, eeilbmlnb, attorney's
pes a$ qpb.by reasm of any and alldaims and demahdJupontire County, ienACnionat
lnsureds, ib elected-or appointed officiab, agents, or employbes fur damades Gcause otpersonal or bodily in ury, including death at any time resulting ttnrcfrom, sislained by anypersgn or persons and on account of damage to propeily including loss of use tn6reof,whether sucfr lnjury to persons or damrye io proberty ii Cue to itre negt$nce of the
PrdusCdnl Sarulcca Agrcamar{ (rw. Agf.lnAfil
Prgc 6 of 17
Contractor, its sub-Contractors, ib elected ofiicers, employees or their agents, except only
such iniury ordamage as shall have been occasioned by the sole neglige-nce oittre County,
its Additional lnsureds, appointed or elected ofiicials, igents, or eifioyees. lt b furtherprovided that no liability shall attach to the County by reason of enteringinto this contract,
except as expmssly provided herein.
16. lndustria!, lFsuranog t/r/aiver:
!m! F p"ct to ttre prfuimance of this Agreement and as to claims against he Coung, its
Additional lnsurcds, gqcep, agents and employees, the Contractorlxpressly rrvaives its
fryqnlty under TiSe 51 of the Revised Code of-Washlngton, the lndustiial tnjuranoe Act,
for injudes to its employees and egr€Es that the obligations to indernniff, defend and hoHharnless pryvided in this agreement extend to anyilaim brought ry di on bhalf of anyemployee of the contnacilor. Thi* rralver lr mutuilly negoth6d lir cre par0er to ftl;Agrcement
17. Venue and Choice of Law:
ln the event that anylitfiatlon should ariae conerning the consguc{ion or interyretation of
$y ol the tems of thie Agreement, the venue of suih action of liligation snail Oe in the
Superior Court of tfn State of t/llashington in and br lhe Gounty of Kdhs. Thb Agreement
shall be gorremed by ffre law of tp Strate of Washington.
18. lMthholdino Pavrmnt:
ln the event the Contrac'tor has failed !o perbrm any obligation b be perfonned by theConhactor under thb Agreement wifrln the lime set forih in tfis Agrearreni, nen ure C6urnvmay, upon written notice, withhold all monies due and payable to Contrador, withoripenalty, until such hilure to perfuim is cured or olhenrise ailu-oicatec.
19. Future Non-Albcation of Funds:
lf eufficbnt funds aF 1rol appmpriated or allocated for payment urder this Agreement for
any futurc ftscal pedod, the County will not be obligabd to male paymentrs for seruices oramounts lncuned eller the end of he cunent fiscal perlod, No ienalty or opense ehall
accrue to lhe Comg in fre event this proviaion applie-s.
20,
The Contractor represents and wanants to the as follows:20.1 The Contractor is duly incorporated,validly exisling end in good standing
under the laws of the State of Washington, and has all requisite oorporate
power and authority to enter into and to perform ib obligations underthis
Agreenent.20.2 The Contractor has the authority to execute this Agreement, to make the
representations and wananiles eEt forlh in it and to perform the
obligations of the Contractor under lhis Agreement in accordance with its
tems.
Prcfccahnal Sondcsa Agracmant (rw. 0gA4nOlS)
P.Eol ol l7
This Agreemenr 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
licanses, permits and other authorizations from federal, state and othergovernmental authorities, as are necessary for the performance of its
obligations under this Agreement.
The contractor is not in violation of any applicable law, ordinan@ or
regulation the consequenco of which willor may materially affect
contracto/s ability to perform its obligations unier this A{reement. Thecontractor is not subject to any ordeior judgment of anyiourt, tribunal orgovernmentalagency which materially and adversef afrects its
operations or assets in the state of washington, or iis ability to perform
its obligations under this Agreement.
None of the representations or wananties in this Agreement, and none of
the documents, statements, certiftcates or schedu6s furnished or to be
fumished by contractor pursuant hereto or in connection with theperformance of the obligations contemplated under this Agreernent,
contains orwill contain any untrue statament of a materiaifact oromits or
will omit to state a material fact neessary to make the statemenls of fact
contained therein not misleading.
21. PalenUCoovrbht lnfringement;
Contractor will debnd and indemnity ttre County from any claimed adion, caus€ or demandbroughtagainstthe County; to the extent sucfr i*ion is 6,ased on the claim Srat inbrmationsupplied lytne Contractor i{ipes any patent 9r copyr[ht. The Contraciorwill payttrose
91osts.a$ damages "Sb$bp to any such claimi iftat are finaly awarded igafiret th"County_in any action. Sudr debnse and payments arc conditioned irpon tfr" totffwing:21.1 Confrac'tor shall be notffied promptly in writing by County of
"ny
nog- of such
claim.
21.2 Conhactor shall have the right, hereunder, at its option and expense, to obtain
for the 9ognty the r[hl to continue using the information, in'the event such
claim of infi'ngement is made, provkled no reduction in performance or loss
results to the County.
22. Disoutes:
22.1 General
Dihrencea betr,rreen tre Contractor and lhe County, arising under and byviilue of the Agreemerrt Documents shall be brougtit to theittention of tr6Coulty at the earliest possible linB in order that suEh matten mii ne setiled
oroher_appropriate acfion prompfly hken. Exceptforsuch objeciions as aremade of record in the manner herelnafter spcifiett and within the time limits
stated, the records, oldels, instructions, and decisions of the Kittitas County
Commbsioners shall be final and conclusive.
2A.3
24.4
20,5
20.6
Profee-alonal Seivhca Agrcarnont (rv. Oq24n0tgl
Page I of 17
22.2 Notioe.of Potentiat QlaiqrsThe Contractor shall not be entitlad to additional compensation which
othenrvise Tay ne payable, or to extension of time for (1) any aA or failure toact !Y the County, or (2) the happening of any event oi occurrence, unless
the Contrador has given the County a written Notice of Potential Claim within
ten (10) days of the commencement of the act, failure, or event giving risi iothe claim, end before final payment by the County. The writtln Nitice of
Potential Claim shallset forth the reasons br whiclrthe Contractor believes
additional compensation or extension of time is due, the nature of Sre coat
involved, and insofaras possible, the amountof the potentialclaim. Contrac,tor
shallkeep fulland complete daily records of the work performed, labor andmaterialused, and allcosts and additionaltime claimed to ba additional.
22.3. Delaited Ctairq
The Contractor shall not be entitled to claim any sucfr additional
compensation, or extension of time, unles within thirty (30) days of the
completion of lhe portion of the vrcrk frorn wtrich the clalm aroie, and before
finalpayment by the County, the Contrador has given the Couniy a detailed
written statement of each element of cost or other compensatiori requested
and of all elements of addilional ffme rquired, and copibs of any supporting
documents evidencing he amountorextension of timi claimed tb be iue. -
23. Ownership of ltems Produoed:
All writings, programs, data, public records or o0pr materials prepared by the Contrastorard/orits consultants or sub-Contractors,-in connection wi0r pe*orirance oittrisAgreement
shallbe the sob and absolute property of the Coung.
24. Conlldenliality:
The Contractor, its employees, sub-Conkadors, and their employees shall mainlain theconfdentiality of all infurmalion provlded by the County or ac{uir6U by the Contractor inperformance of this Agreement, exoept upoh the prlor w-ritten cohsent of ttre Kittitas CountyPrcsecuting Attorney or an order entered by a court after haviqg acquireo juriJidion or",tte County. Contracfor shall immediatelV giv_e to tre Couity riotice'of any judicial
proceedirgs seeking disclosure sf such information, Contrac.tor itral inAemnfi-aiO no6harmless the County, its Additional lnsureds, officials, agenk or employeet troni all loss orexpense, including, but not limited to setilements, judgments, setoits, attomeys,fees andmb resulting from Contracto/s breach of this provision.
To the extent that any information obtained by itre Gontnac'tor is required to be shared withor provided to others by lhe terms of lhe Statement of lhe Woir, this provision is notbreaclred by such acts.
25. Notice:
Prcfbsimal Serylces Agreerrnt (r€v. OU24nO1g)
Pege I 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 Contiactor to the department headof the department br whom services-are rendered, and to the Kittitas CountyCommissioners,20S W$hAve, Suite 108, Etlensburg, WAbgg26. Noticetothe Contractorfor all purposes under this Agreement shatl be given to the address ren"cteo on thesignature page. Notioe may be given by delivery or by depositing in the U.S. Uaif, nrst class,postage prepaid.
26. SeverA.bility:
lf, any term or conditjon of $!s Agreement.or the appllcation thereof to any person(s) oreircumstances is held invalid, such invalidity shall-riot aftct other terms, donOit1ont otapplications which can be given efiect witroui the invatid term, condition oi lppri&ton. ro
this end, the terms and conditions of thisAgreement are declared severable.' '
27. Miscellaneous:
27.1 The County's failure or delay to insist upon strict performanoe of any of theprovbions of lhis Agreement or to exercise any nghs or remedies under this
Agreement shall not be mnstrued as a waiver 6r relinquishment to any extenl
of its right to ass€rt or rely upon any such provisions, riifrn or remedies in thatol any other instance; rather lhe same shall be and remain in full force and
effec{.
27.2
27.3
27.4
This Agreement embodhs the entire Agreement betureen the coung andcontractor, and supersedes any and a1t prior agreements, regarding thework. No change, amEndment or modiftiation or any prwisi6ns oi ttris
Agreement shall be valid unless set fortr in a written instirment slgrnd OV if,"party to be bound thereby.
The rlghts and remedles of the county set foih in any provisbn of this
Agreement are in addition to and do noi in any way limillriy othei dghs Jrremedies afiorded tl t" county gy gny other provisions of itris ngreiment,
!V anV of Contrac-tor's Support or by law.
The headings of eections and pardgraphs of this Agreement are for
convenience of reference only and are not intended to restric{, afbc{ or be
of a1I weight in the interyretation or construction of the provisions of such
sections or paragraphs.
28. Waiver:
V$iver of any breach or condilion of this Agreement shall not be deemed a waiver of anypdor or subsequent breach, No terms or condilions of this Agreement snaff Ue freH to bewaived' mdified ordeleted exceptbyan instrument, inunttingisbned OVnJparties he'to.29. Suryival:
Il"prgv]l,ory9f panagraphs 7,9,11, 19,14, 15, 16, 12,19,19,20, 21,ZZ,Zg,Z4,2g,30,
31, and 32 shall survive, notwithstanding the temination ot inudlUiry of ttii ngl"ement forany r8a8on.
!ffirffii frvbes
Asraernent (r€v. }wunolsl
30 Ngndiscrimination:
30,1 The County is an equal opportunity employer.
30.2 Nondisqimination in Emolovmgnt
ln the performance of this Agieement, the contractor will not
discriminate against any employee or applicant for emptoymeni-on thegrounds of ra@, creed, color, nationai origin, sex,'sexualorientation,
maritalstatus,..age or the presence of any-sensory, mental orphysicaf handicap; provided that the prohibition agiintt-Jhcriminationin employment because of handicap ihalt not apfly if th; farticutardisabili$ plevgnts the proper perfoimance of theia'rticutar-wi*er
involved. The Gontractor shalleryule that applicai,ts aie emfioyeo,and that employees are treated during emfloyment without
discdmination because of thek race, crled,'cdlor, nationalorigin, ur*,sexual orientation, marital status, fge ol the presence of any s"-nsory,mental or physical handicap. such action shail include, but not u"limited to:,employment, upgrading, demotion or transfers, recrJitment orrecruitmentadvertising, layoff ortermination, rates of pay or oitt"tforms oj compengation, and programs foitraining in'chioing
-"
apprenticeships. The Contractor shall take such iaion witli respect tothis Agreement- as .may be required lo ensure fullcompliance 'w1h
local, state and federal laws prohibiting discrimination in empfoyment.
30.3 NondiscrJmination
The Contractor will not discdminate against any recipient of any servicesor benefits provided for in this Agreement on tire grounds ot-rdo,
crsed, mlor, nationalorigin, sex, sexualorientation]marital statuJ, age orthe presence of any ssnsory, mentar or physrcar handicap.
30.4 lf any assiglmen! and/or subcontrac'ting has been authorized by the
co_unty, said assignment or subcontrah shall incluae appiopriaie
safeguards against discrimination. The Contractor shall'iaki suchaction as may, be required to ensure full compliance with t,e--provisions in the immediately preceding paragriphs herein.
31. Prev.ailino Wane:
Conkac'tor.sh.all pay-the prevailing rate of wages to allwo*ers, laborers, or mechanicsemployed jn the performance of any part of ti'e work in accordance wittr Rcw 39.12and the rules and regulations of the Departmenl of Labor and lndustries. frre scheduleof prevailing hrages rates for the localiti or bcalities of thework is determined bv the
-
Profcaimel Seruices Agrecmenl (rcv, Ag?4nAlgl
Pege 11 of17
lndustrial Statistician of the Department of Labor and lndustries. lt is the Contractor's
responsibility to verify the applicable prevailing wage rate. lt is understood that theContractor is responsible for obtaining and completing all required gor"tn*"nifor6
and submitting same to the proper authorities.
Disputes regarding prevailing wage rates shallbe refened for arbitralion to the Director
of the Deparlment of Labor and lndustries. The arbitration decision shall be finatandconclusive and binding on allparties involved in the dispute as provided for by RCW39.12.060.
32. Debarment Certification:
The Contractor certifies that it:
32.1 ls not presently debaned, suspended, proposed for debarment, declared
ineligible or voluntarily excluded from covered transactions by any Federal
departmenl or agency.
32.2 Has not.wilhin a three-year period preceding the execution of this contractwith Kittitas County, been convicted of or hia a civiljudgment rendered
against them for commission of fiaud or a criminatoifenie in connection
with obtaining, attempling to obtain, or performing a public or private
agreement or transac,tion, violation of Federal or State antitruit statutes or
commission of embezzlement, theft, forgery, bribery, falsification or
destruction of records, making false statlments, tai evasion, receiving
stolen property, mgking false claims, or obstruc,tion of justice.32.3 ls not presently indicted for or othenrise criminally or iivilty iharged by agovernmentalentity (Federal, State, or local) witlr commisiion oiany ifthe offenses enumorated in paragraph 32.2 of this section.32-4 Has not within a three-year period pieceding the preceding the execution
of this contract with Kittitas County had one-or more publidtransactions
(Federal, $tate, or local) terminated for cause of default.
Profrssional,Servbes Agreement (rev . Oil?{ln}1fllPqal?of 17
EXHIPIT,,A'.
SCOPE OF WORK
ln addition to providing allmaterialand labor, the Contractor shallperform the following:
I9 .Tdu-t! pre-employment medical scree.ning for employment for fre Kittitas CountySheriffs Ofiice. The component parts of the medicalicriening are orot<en Oown inExhibit B.
Contractor will maintain appropriate security standards and practices with regard toapplicant medicalrecords regardless of thsform of the recoids, consistentrtinn afapplicable Federal, State, and Local laws and administrative regulations, incluOing
HIPAA standards and Business Associate Agreements.
Pmfeaeional,scrvicec Agrcernont (ttv. O*Z4nC/.gl
Page 13 of 17
{s full compensation. for satisfactory performance of the work, the Coung shall payContractor compensation not to exceed:
qxHtBlT "8"
COMPENSATION
Oescrlptlon Code ltrice
Exam $ rrs.oo
of Motion {no charge!$
Chest, l View - 7ro4sf g 3o.oo
Thoracolumbar 2+ Views 72o8ol $ 3i^oo
PPD - Tuberculosis Screen 86s801 5 rs.oo$ ro.oo
Occult Elood 822701' $ s.oo
tab - CBC s 5.00
Lab - LP 303756f $ soo
.CMP $ s.oo
. TSH 004259,3498291 $ rono
Venlpuncture (no chargef relrsl $
Breathlng Capacity Test (PFT, pre Onlyl 94o1ol S is"oo
EKG e30001 $ rs.oo
Pure Tone (HearingTest|S ro,oo
S zgs.oo
ftdaegl_oq9! _Servlcer Agrcement (rev. Og#.4n}1fll
Pagle 14 ot 17
EXHI ilcrr
PROOF OF INSURANCE
The Contractor shall secure and maintain in effect at all times during performance of theWork such insurance as will protect Contrac'tor, its Support and th;Addi1onal lnsuredsfrom all claims, losses, harm, costs, liabilities, uamalis and expen*"i iii*ing out ofpersonal injury (including death) or property damage thit may resuit from performance ofthe work or this Agreement, whether such performance is by Contraetdr-oi any of itsSupport.
All insurance shallbe issued by companies admitted to do business in the State ofWashington and have a rating of A-, Class Vll or better in the most recenly published
edition of Best's Reports unless othentrise approved by the County. ft an iirjurer is notadmitted, allinsuranc!_P{{e_s and procedur6s for issuing the insurance poticles mustcomply with Chapter 48.15 RCW and 294-15 WAC.
The Contractor shall provide proof of insurance for:
[l gommercial Q,gneral Liabittu lnsurange
Coverage limits not less than:r $5,000,000 per occunence. $1,000,000 per occurrence liquor liability. $1,000,000 products & completed operitions aggregate. $1,000,000 personaland advertising injury, each offensee Cerlificate Holder- Kittitas Countye The certificate must name the county as additional insured
' Sixty (60) days written notice to the County of cancellation of the insuraneepolicy
tr (if ANy use of vehicle in performance)
Automobile Liabili$ for owned, non-owned, hired, and leased vehiclis (Mcs g0
endorsement and a QA gg46 endorsement must ba ailached if 'poltutants, ard io betransported). Coverage limits not less than:. $1,000,000 combined single limit
' Tf,irty (30) days written notice to the county of cancellation
of the insurance policy.
Profudonel ScMcca Agneament (mv. OSn4tzl,lgl
Pagc 15 of 17
iredBcAdditional Covcra ge Ma
ff Workers' Comnensation
Workers'Compensation in amounts required by law
L S!!rp GaplEmolovers Liabilitv
Coverage limits not less than:r 91,000,000 each accident. $1,000,000 disease - policy limit. $1,000,000 disease - each employee
' Tltirty (30) days written notice to the county of cancellation
of the insurance policy.
I Professional Liabitity
The Contractor and/or its $ubcontractor and/or its consultant providingprofessional services shall provide evidence of Professional Liability lnsurancecovering professionalerrors and omissions. Such policy must provide tire followintminimum limits:. $1,000,000 per claim. $2,000,000annualaggregate
' 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 thisAgreement.
flPoltution Liabitity
The Contractor shall provide a Pollution Liability policy, providing coverage forclaims.involving bodily injur.y, prop€ry damage dnlhaiirg'toss of ise oitaigiUleproperty that has not been physlcally injured), cleanup costs, remediation, disfosalor other handling of pollutants, including costo and expenses incurreO iir theinvestlgation, defense, or setflement of claims arising out of:o Contractor's operations related to this project; and/or
' REmediation, abalement, repair, maintenane or other work with lead-basedpaint or materials containing asbestos; and/oro TransPortation of hazardous materials away from any site related to this project
Such Pollution Liabilp policy shallprovide the following minimum coverage:r $ per clairnr $ annualaggregate
fl Pronsrtv Pamaog
The Contractor shall..p.rovide a policy thal covers damage to Kittitas Counghcilities, including buildings, equlpmerit, grounds, atc. sujh pokcy sh;irproviae
the fullowing minimum coverage:
Prolbcsional Scruiccc Agrecment (rw. 0gp4E0t g)
Paga 16 of 17
. $ per occurrenc€
f| Umbre,ile Cpveraoe
Umbrella policies shall provide coverage at least as broad as specified for
underlying coverages (CGL, Auto, Employe/s Liabilig)and coverthose insured in
the underlying policies, including additional insured.r Amount required forlhis Agreement: $
Contractor shall furnish the Cgqnty a Certificate of lnsurance to include the policy
Endorsements/Exclusions as evidence that policies providing insurance required by thiiAgreement are in full force and effecl. Contractor hbreby wlives all rights of recourse,including.any right to which another may be subrogatid, against Xiltitas County foipersonal i{urY, including death, and property damage. ConGcto/s insurance poiicies
required above shall be P{mary ineurancc and shall be non-contributing wittr anyother insurance maintained by Kittitas County.
The Contractor shall ?ss1me full responsibility for all loss or damage from any cause
whatsoever.to any tools, Contracfor's employee-owned tools, machiiery, equipirent, oimotor vehicles owne_d or.rented by the Contractor, or the Contractor's ageni*,"suppliers
or contractors as wellas to any temporary structures, scaffolding and proiective fences.
The Contractor shall.have.sole responsibilrg for ensuring the insurance coverage andlimits required are obtained by subcontractors.
NOTE: No contract shall form until and unleac a copy of the Cerlficab oflneurence with Endoruementr/Exclucions, properly comjtiteo and in the amountraquircd, is etttchcd hareto.
Failure of the Contractorto fully gomply with the above insurance requirements during
the-term of the Agreement shall be considered a material breach of contract and cauJe
for immediate termination of the Agreement at the County's discretion. Alternatively, lheCountymay procure and maintain.at the Contractor's soie expense, insurance to the
extent.deemed qroper up to the amount of the required coverige(s). fne County mayoffset the cost of such insurance against paymeni due to ne Conirictor under this
Agreement.
Prufesional _Seruices Agreemont (rav. Ag24n11gl
Pagu 17 of17
il, ;...,u.i:;{;d.7u*r,
Kittitas County Sheriff's Office
307 W. Umptanum Rd
Ellensburg, WA 98926
Services Provided: Pre-Employment Physical
KtrTlT4s
couNT.y
s#{,,t/4F
Description Code Price
Physical Exam (including visual field test)99203 $ rrs.oo
Range of Motion (no charge)97750 s
XR Chest, l View 77045 $30.00
XR Spine Thoracolumbar 2+ Views 72080 s 35.00
Urinalysis w/Micro 81001 s 10.00
Vision Screen (Snellen)99173 s 5.00
lshihara Test (no charge)$
Venipuncture (no charge)36415 s
Lab - CBC 005009 $5.00
Lab - LP 303756 s s.00
Lab - CMP 303756 s 5.00
Lab - TSH w/Reflex 004259,349829 5 10.00
Lab - QuantiFERON-TB Gold Plus L82879 s 70.00
Breathing Capacity Test 94010 $2s.00
EKG 93000 $25.00
Pure Tone Audiometry (Hearing Test)92552 s 10.00
Urine Drug Test w/DNA Authentication 0007u $ 100.00
TOTAL S +so.oo