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HomeMy WebLinkAboutPSA Kittitas County and KC Health NetworkPROFESSIONAL SERVICES AGREEMENT This Agreement is made by and between Kittitas County (hereinafter "the County") and CONTRACTOR Kittitas County Health Network (hereinafter "Contractor"). 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 shallcommence on the 1st of July 2023 for a period of one year, unless terminated earlier in accordance with the terms provided herein. Both parties will review the need for automatic no cost renewal for an additional three (3) months and indicate the mutual desire to renew in writing. Contractor acknowledges and by signing this Agreement agrees that the lndemnification provisions set forth in Paragraphs 7 (lndependent Contractor), g (Taxes), 15 (Defense and lndemnity Agreement), 21 (Patent/Copyright lnfringement) and 24 (Confidentiality), are totally and fully part of this Agreement and have been mutually negotiated by the parties. Professional Services Agreement Page 1 of 19 GENERAL CONDITIONS 1. Scqpe of 9ontr?ctor's Services: Contractor agrees to provide to the County services and any materials set forth in the project narrative identified in Exhibit'A" dudng theAgreement period. No material, labor, orfacilities will be furnished by the County, unless otherwise provided for in the Agreement. 2. Perforlnange of Wsrk; Contractor shall perform work in accordance with, and shall comply with, all of the provisions of this Agreement. Allwork shallcomply with applicable codes and ordinances. 3. Schedule of Performance: Unless directed otherurise by the County, Contractor shall perform the work in accordance with any schedules made a part of this Agreement. 4. Definitions 4.1 4.2 4,3 "Additional lnsureds" means the County, its successors and assigns, and the respective directors, officers, employees, agents and representatives of the County and its successors and assigns. "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. The "Work" means all of the duties listed in Exhibit A and the performance of all other obligations, under this Agreement by Contractor or its Support. 5. Accounting and Pavment for Contractor Services: Payment to the Contractor for services rendered under this Agreement shall be as set forth in Exhibit "8". Where Exhibit "B" requires payments by the County, payment shall be based upon billings, supported unless othenruise provided in Exhibit "B", by documentation of units of work actually pefformed and amounts earned, including where appropriate, the actual number of days worked each month, total number of hours for the month, and the total dollar payment requested. Unless specifically stated in Exhibit "8" or approved in writing in advance by the Kittitas County Board of Commissioners, the County will not reimburse the Contractor for any costs or expenses incurred by the Contractor in performance of this Agreement. Where required, the County shall, upon receipt of appropriate documentation, compensate the Contractor, no more often than monthly, through the County voucher system, for the contractor's service pursuant to the fee schedule set forth in Exhibit "8". Professional Services Agreement Page3of19 personal property to which the County does not hold title. The County is exempt from Federal Excise Tax. 10. Regulations alrd Requirement: This Agreement shall be subject to all laws, rules and regulations of the United States of America, and State of Washington, and political subdivisions of the State of Washington, and to any other provisions set forth herein or in the attached exhibits. 11. Riqht to &e_view: This contract is subjectto 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 preserue and maintain all financial records and records relating to the performance of work under this Agreement for 6 years after contract termination, and shall make them available for such review, within Kittitas County, State of Washington, upon request. 12. Modifications: 12.1 Either party may request changes in the Agreement. Any and all agreed modifications shall be in writing, signed by each of the parties. 12.2 The County may, at any time, by written notice thereof to Contractor ("Change Notice") makes changes in the Work within the general scope of this Agreement, including, but not limited to: (a) changes in, revisions to, substitutions for, additions to or deletions of any Work; (b) changes in schedule; and (c) acceleration, deceleration or suspension of performance of any Work. 12.3 lf any change in the Work causes an increase or decrease on Contracto/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. Professional Services Agreement Page 5 of 19 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 propefi is due to the negligence of the Contractor, its sub-Contractors, its elected officers, employees or their agents, except only such injury or damage as shall have been occasioned by the sole negligence of the County, its Additional lnsureds, 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. 16. lndustrial lnsurance Waiyer: With respect to the performance of this Agreement and as to claims against the County, its Additional lnsureds, officers, agents and employees, the Contractor expressly waives its immunity under Title 51 of the Revised Code of Washington, ihe 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. 17. 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 in and for the County of Kittitas. This Agreement shall be governed by the law of the State of Washington. 18. Withhold Pavment: ln the event the Contractor has failed to perform any obligation to be performed by the Contractor under this Agreement within the time set forth in this Agreement, then the County may, upon written notice, withhold all monies due and payable to Contractor, without penalty, until such failure to perform is cured or otherwise adjudicated. 19. Future Non-Allo_cation of Funds: lf sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the Coun$ will not be obligated to make payments for services or amounts incurred after the end of the current fiscal period. No penalty or expense shall accrue to the County in the event this provision applies. 20. Contractor Commitments, Warranties and Represeltationg: The Contractor represents and warrants to the County as follows: 20.1 The Contractor is duly incorporated, validly existing and in good standing under the laws of the State of Washington, and has all requisite corporate power and authority to enter into and to perform its obligations under this Agreement. Professional Services Agreement Page 7 of 19 County at the earliest possible time in order that such matters may be settled or other appropriate action promptly taken. Except for such objections as are made of record in the manner hereinafter specified and within the time limits stated, the records, orders, instructions, and decisions of the Kittitas county Commissioners shall be final and conclusive. 22.2 Notice of Potential Claims The Contractor shall not be entitled to additional compensation which othenruise may be payable, or to extension of time for (1) any act or failure to act by the County, or (2) the happening of any event or occurrence, unless the Contractor has given the County a written Notice of Potential Claim within ten (10) days of the commencement of the act, failure, or event giving rise to the claim, and before final payment by the County. The written Notice of Potential Claim shall set forth the reasons for which the Contractor believes additional compensation or extension of time is due, the nature of the cost involved, and insofar as possible, the amount of the potential claim. Contractor shall keep full and complete daily records of the work performed, labor and material used, and all costs and 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 ltems Produced: All writings, programs, data, public records or other matedals prepared by the Contractor and/or its consultants or sub-Contractors, in connection with performance of this Agreement shall be the sole and absolute property of the County. 24. Confidentialitv: The Contractor, its employees, sub-Contractors, and their employees shall maintain the confidentiality of all information provided by the County or acquired by the Contractor in performance of this Agreement, except upon the prior written consent of the Kittitas County Prosecuting Attorney or an order entered by a court after having acquired jurisdiction over the County. Contractor shall immediately give to the County notice of any judicial proceedings seeking disclosure of such information. Contractor shall indemnify and hold harmless the County, its Additional lnsureds, 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. Professional Services Agreement Page 9 of 19 28. Waiver: Waiver of any breach or condition of this Agreement shall not be deemed a waiver of any prior or subsequent breach. No terms or conditions of this Agreement shall be held to be waived, modified or deleted except by an instrument, in writing, signed by the parties hereto. 29. Survival: Theprovisionsof paragraphs7,9,11,13,14,15,16,17,18,.,l9,20,21,22,23,24,28,JA, 31, and 32 shall survive, notwithstanding the termination or invalidity of this Agreement for any reason. 30. Nondiscrimination: 30.1 The County is an equal opportunity employer. 30.2 Nondiscriminafio in Emnlovment ln the peformance 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 particurar 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, nationalorigin, 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 recruitmentadvertising, layoff ortermination, rates of pay or other forms of compensation, and programs fortraining including apprenticeships. The contractor shall take such action with respect to this Agreement as may be required to ensure full compliance with local, state and federal laws prohibiting discrimination in employment. 30.3 Nondiscrimination inServices 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, sexualorientation, marital status, age or the presence of any sensory, mental or physical handicap. 30.4 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 Professional Services Agreement Page 11 of 19 hold a valid Washington State Driver's License and ensure that insurance requirements found in Exhibit C are met. 35. Federal Emerqencv Manaqement Aqencv: Service supporting non-congregate sheltering must meet the requirements of the Federal Emergency Management Agency (FEMA) and shall not extend beyond a 30- day duration per the Public Assistance Program and Policy Guide (Chapter 2: Vl.B.lO,b Sheltering). The County will be responsible for seeking necessary FEMA authorization and non-congregate sheltering extensions as required by law. Professional Services Agreement Page 13 of 19 a A criminal history and background check will be performed on qualified candidates. Convictions may preclude candidates from employment in certain circumstances. Factors such as retativity to the position, age and time of the offense, seriousness and nature of the violation, and rehabilitation will be taken into account. REQUIRED KNOWLEDGE/SKILLS/ABILITIES:r Basic knowledge and experience with computers and Microsoft Office Programs.. Ability to maintain courteous and cooperative professional relationships with coworkers, supervisors, other agencies, clients and customers, and the public.o Ability to communicate clearly and effectively in verbal and written format.I Ability to maintain confidentiality, use good judgment and work independently.r Ability to seek creative solutions and problem-solve.r Ability to manage stress effectively.r Be dedicated to advancing an agenda of equal rights and socialjustice for marginalized individuals, especially through participation in advocacy.. Ability to be empathetic and maintain a positive attitude. PREFERRED QUALIFICATIONS :. High school diploma or GED equivalent.r Community Health Worker certification.. Previous experience in health outreach and promotion Professional Seruices Agreement Page 15 of 19 EXHIBIT'C'' PROOF OF INSURANCE The Contractor shall secure and maintain in effect at all times during performance of the Work such insurance as will protect Contractor, its Support and the Additional lnsureds from all claims, losses, harm, costs, liabilities, damages and expenses arising out of personal injury (including death) or propefty damage that may result from performance of the work or this Agreement, whether such performance is by Contractor or any of its Support. All insurance shall be issued by companies admitted to do business in the State of Washington and have a rating of A-, Class 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 insurance policies and procedures for issuing the insurance policies must comply with Chapter48.15 RCW and 284,1b WAC. The Contractor shall provide proof of insurance for: X Comm General Liabilitv lnsurance Coverage limits not less than:. $1,000,000 per occurrence/$2M aggregater Certificate Holder - Kittitas Coung. The certificate must name the county as additional insured. Sixty (60) days written notice to the County of cancellation of the insurance policy [i QornmercialAutgmobile Liability tnsvrange (if ANY use of vehicle in performance) Automobile Liability for owned, non-owned, hired, and leased vehicles (MCs g0 endorsement and a CA gg46 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. X Worke rs' Workers'Compensation in amounts required by law Professional Services Agreement Page 17 of 'l 9 Additional Be Umbrella policies shall provide coverage at least as broad as specified for underlying coverages (CGL, Auto, Employer's Liability) and cover those insured in the underlying policies, including additional insured.. Amount required for this Agreement: 95,000,000 Contractor shall furnish the County a Certificate of lnsurance to include the policy Endorsements/Exclusions as evidence that policies providing insurance required by thii Agreement are in full force and effect. Contractor hereby waives all rights of recourse, including any right to which another may be subrogated, against t<ittitas County for personal injury, including death, and property damage. Contractor's insurance poiicies 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 agenis, suppliers or Contractors as well as to any temporary structures, scaffolding and protective fences. The Contractor shall have sole responsibility for ensuring the insurance coverage and limits required are obtained by subcontractors. NOTE: No contract shall form until and unless a copy of the Certificate of lnsurance with Endorsements/Exctusions, properly completed and in the amount required, 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 cauie for immediate termination of the Agreement at the County's discretion. Alternatively, the County may procure and maintain, at the Contractor's sole expense, insurance to the exlent deemed proper up to the amount of the required coverage(s). The County may offset the cost of such insurance against payment due to the Contractor under this Agreement. Professional Services Agreement Page19of19