HomeMy WebLinkAboutPSA Between Northwest Assesment Service PLLC and the Kittitas County SOKittitas County
Review Form
Grants & Contract Agreement
Today's Date
October 23,2023 t-t-2
Agenda Date
Fund/Department
30 / Sheriff
Contract/Grant lnformation
Financial lnformation
Budget lnformation
Pass Through lnformation
ant Agency: Northwest Assessment service, pLLC (prof. services Agreement)Contract /Gr
Period Begin Date: Upon signature Period End Date: Until either party terminates
Total Grant/Contract Amount: Variable
Grant/Contract Number: SH23-030
icants
for
ntCo ar rG a Snt mU am TSThct/IS Kibetr,veen tt tasry:Co and orthNagreement Assessment\,VCST ceServiunty ,LP forLC cond locho lc evalal uat c ond lnuctingsypons.terviews of I foob e t oructingappmploymen
rese rve cSETVl e and and fot olo calprepanngconvev and antlic vale uatireportslngsychpgi onsfindingsapp
Kithe tasttr Coun Sherifl fficeoty
Total Amount = Variable State Funds S0 Federal Funds S0
Percen Count Funds IO0%Matchin Funds S0 CFDA# NA
ln-Kind S0
EX atn
ls UI ent bein urchased? NO Who owns equipment?
New Personnel bei hired? NO Contact HR hiring -ortin uirementsre
ity to Kittitas county: Vendor to carry full insurance per contract.Future impacts or liabil
Budget Amendment Needed?Yes I attach budget form No E Why not (tn Budget)
New Division Created? NO
Revenue Code NA
Expense Code ob ect code 001-300254101 & I 20-300254101
Agency to Pass Through NA
Amount to Pass Through So
Sub-Contract Approved Date:
Grant/Contract Review Page 1
Prosecutor Review
Has the Prosecutor reviewed this agreement?Yes No CAMAS# 10035
Count De ments lm acted
Submitted
s nature:
Department: Sh ff
Date
Assi ment of Tracking lnformation
Auditor Facilities Maintenance
lnformation Services Human Resource
Prosecutor Treasurer
Auditor's Office
Human Resource
Prosecutor's Office 9a\ry
Who Signed the grant application
Reviewer Date
Grant/Contract Review Page 2
PROFESSIONAL SERVICES AGREEMENT
This Agreement is made by and between Kittitas County (hereinafter "the County")and Northwest Assessment Services, PLLC (hereinafter "Cohtiactor"). 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 and
continue until completion of the project Any party may terminate this Agreement by giving
thirty (30) days' notice in writing either personally delivered or mailed postage-pre paid by
certified mail, return receipt requested,to the party's last known address for the pu rposes ofgiving notice under this paragraph
Contractor acknowledges and by signing this Agreement agrees that the
lndemnification provisions set forth in Paragraphs 7 (lndependent Contracto4, g (Taxes),15 (Defense and lndemnity Agreement), 21 (Patent/Copyright lnfringement) and Z.q
(Confidentiality), are totally and fully part of this Agreement and have been mutually
negotiated by the parlies.
of
I lN WITNESS WHEREOF, the parties have executed this Agreement tri, 2 | a{"v
lrlrv. , 2023.
Professional Services Agreement (rev . 0g I 24 120 1 g)
Page 1 of 17
APPROVED:
Northwest Assessment Services, PLLC BOARD OF COUNry COMMISSIONERS
KITTI UNry, WASHINGTON
Signature of Signatory hairman
(Date
Print Name of Signatory Vice-C trman
of Board
Form
Y VL%xx
Deputy Proselutin g Attorney
County's Address:
PO Box 9 8
Seabeck, WA 98380 Kittitas County
205 West 5th Avenue, Suite 108
Ellensburg, WA 98926
Contractor Address:
Project Contact:
Monica J. Pilarc. Ph.D.. ABPP
P rofessional Services Ag reement (rev . 09 I 24 I 20 1 8)
Page 2 of 17
Project Contact:
Kim Dawson, Sheriff's Administrative Assistant
GENERAL CONDITIONS
1. Scope of Contractor's Services:
Contractor agrees to provide to the County services and any materials set forth in the project
narrative identified in Exhibit'A" during the Agreement period. No material, labor, orfacilities
will be furnished by the County, unless otheruise provided for in the Agreement.
2. Per.formance of Work:
Contractor shall perform work in accordance with, and shall comply with, allof the provisions
of this Agreement. All work shall comply with applicable codes and ordinances.
3. Schedule of Performance:
Unless directed othenrvise 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, and
the respective directors, officers, employees, agents and representatives of
the County and its successors and assigns.4.2 "Suppod" means the following: Contractor's directors, officers, employees,
agents and representatives; and sub-Contractors of any tier; the respective
directors, officers, employees, agents and representatives of these sub-
Contractors of any tier; and any other person or entity acting under the
direction or control of, or on behalf of, Contractor or any Contractor's sub-
Contractors of any tier in connection with or incident to the performance of the
Work or this Agreement.4.3 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.
5. Accounting and Payment 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 otherwise provided in Exhibit "8", by documentation of units
of work actually performed and amounts earned, including where appropriate, the actual
number of days worked each month, total number of hours for the month, and the total dollar
payment requested. Unless specifically stated in Exhibit "8" or approved in writing in
advance by the Kittitas County Board of Commissioners, the County witt not reimbursJthe
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 Exhlbit "8".
Professi ona l Services Ag reement (rev . 09 1 24 120 1 8)
Page 3 of 17
6. Assiqnment and Subcontractinq:
No portion of this Agreement may be assigned or subcontracted to any other individual, firm
or entity without the express and prior written approval of the County.
7. lndependent Contractor.
The Contractor's services shall be furnished by the Contractor as an independent Contractor
and nothing herein contained shall be construed to create a relationship of employer-
employee or master-seryant, but all payments made hereunder and all services performed
shall be made and performed pursuant to this Agreement by the Contractor as an
independent Contractor.
The Contractor acknowledges that the entire compensation for this Agreement is specified
in Exhibit "8" and the Contractor is not entitled to any County benefits including, but not
limited to: vacation pay, holiday pay, sick leave pay, medical, dental, or other insurance
Ltenefits. o!'anv other" riqhts or Brivileqes aff.orded to Kittitas Countv emolorrees..J--..-...J...--.r.....-J--_..-,-...r.-,
Contractor will defend, indemnify 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 Employment:
The performance of all or part of this Agreement by the Contractor shall not operate to vest
any employment rights whatsoever and shall not be deemed to guarantee any employment
of the Contractor or any employee of the Contractor or any sub-Contractor or any employee
of any sub-Contractor by the County at the present time or in the future.
9. Taxes:
The Contractor understands and acknowledges that the County will not withhold Federal or
State income taxes. \Mere required by State or Federal law, the Contractor authorizes the
County to make withholding for any taxes other than income taxes (i.e., Medicare). All
compensation received by the Contractor will be repoded to the lnternal Revenue Service
at the end of the calendat year in accordance with the applicable IRS regulations. lt is the
responsibility of the Contractor to make the necessary estimated tax payments throughout
the year, if any, and the Contractor is solely liable for any tax obligation arising from the
Contractor's performance of this Agreement. The Contractor hereby agrees to indemnifu
the County against any demand to pay taxes arising from the Contractor's failure to pay
taxes on compensation earned pursuant to this Agreement.
The County will pay sales and use taxes imposed on goods or services acquired hereunder
as required by law. The Contractor must pay all other taxes including, but not limited to:
Business and Occupation Tax, taxes based on the Contractor's gross or net income, or
personal property to which the County does not hold title. The County is exempt from
Federal Excise Tax.
Professional Services Ag ree ment (rev . 09 I 24 I 20 I 8)
Page 4 of 17
10. Requlations and Requirement:
This Agreement shall be subject to all laws, rules and regulations of the United States of
America, and State of Washington, and political subdivisions of the State of Washington,
and to any other provisions set forth herein or in the attached exhibits.
11. Riqht to Review:
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 oi this
program by whatever means are deemed expedient by the County. Such review may occur
with or without notice, and may include, but is not limited to, on-site inspection by County
agents or employees, inspection of all records or other materials which the County deems
pertinent to the Agreement and its performance, and any and all communications with or
evaluation by service recipients under this Agreement. The Contractor shall preserve and
maintain all financial records and records relating to the performance of work under this
Agreement for 6 years after contract termination, and shall make them available for such
review, within Kittitas County, State of Washington, upon request. An exception is made for
the specific identity of any Kittitas County Sheriff's Office employees or staff receiving
confidential wellness visit services.
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 Contractor's
cost of, or the time required for, performance of the Work, an equitable
adjustment in the compensation to Contractor and in the schedule for the
performance of the Work shall be made to reflect such an increase or
decrease.
12.4 Notwithstanding any dispute or delay in arriving at a mutually acceptable
equitable adjustment, Contractor shall proceed in accordance with all Change
Notices. Contractor must, within thirty (30) days after receipt of any Change
Notice that does not set forth any acceptable adjustment, submit to the County
a written statement setting forth any adjustment claimed.
Professiona I Services Agree ment (rev . 0g I 24 120 1 B)
Page 5 of 17
12.5 lf any change results in a decrease in the Work performed, Contractor shall
be entitled to compensation associated with changing the Work, such as
revising design already completed, revising calculations already performed,
and revising documents.
13. fermination 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 act of bankruptcy or insolvency
or makes an assignment for the benefit of creditors, the County may, by depositing written
notice to the Contractor in the U.S. mail, postage prepaid, terminate the Agreement, and at
the County's option, obtain pedormance of the work elsewhere. lf the Agreement is
terminated for default, the Contractor shall not be entitled to receive any further payments
under the Agreement until all work called for has been fully performed. Any extra cost or
damage to the County resulting from such default(s) shall be deducted from any money due
or coming due to the Contraclor. The Contraetor shall bear any extra expenses ineurred 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 parag raph hereof.
14. Termination for Public Convenience:
The County may terminate the Agreement in whole or in part whenever the County
determines, in its sole discretion that such termination is in the best interests of the County.
Whenever the Agreement is terminated in accordance with this paragraph, the Contractor
shall be entitled to payment for actualwork performed at unit contract prices for completed
items of work. ln the event of such termination, an equitable adjustment shall be made in
the compensation payable to Contractor.
An equitable adjustment in the contract price for partially completed items of work will be
made, but such adjustment shall not include provision for loss of anticipated profit on deleted
or uncompleted work. Termination of this Agreement by the County at any time during the
term, whether for default or convenience, shall not constitute a breach of contract by the
County.
15. Defense & lndemnity Aqreement.
The Contractor agrees to and shall defend, indemnify and hold harmless the County, its
Additional lnsureds, appointed and elective officers, agents and employees, from and
against all loss or expense, including but not limited to judgments, settlements, attorney's
fees and costs by reason of any and all claims and demands upon the County, its Additional
lnsureds, its elected or appointed officials, agents, or employees for damages because of
personal or bodily injury, including death at any time resulting therefrom, sustained by any
Professi onal Services Ag reement (rev . 09 124 120 1 8)
Page 6 of 17
person or persons and on account of damage to property including loss of use thereof,
whether such injury to persons or damage to property is due to the negligence of the
Contractor, its sub-Contractors, its elected officers, employees or their agents, except only
such injury or damage as shall have been occasioned by the 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 Waiver:
With respect to the pedormance 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, the lndustrial lnsurance Act,
for injuries to its employees and agrees that the obligations to indemnify, defend and hold
harmless provided in this agreement extend to any claim brought by or on behalf of any
employee of the Contractor. This waiver is mutuatly negotiated by the parties to thii
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. Withholdin q Pavment:
ln the event the Contractor has failed to perform any obligation to be per.formed 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 othenruise adjudicated.
19. Future Non-All ocation of Funds
lf sufficient funds are not appropriated or allocated for payment under this Agreement for
any future fiscal period, the County will not be obligated to make payments for services or
amounts incurred after the end of the current fiscal period. No penalty or expense shall
accrue to the County in the event this provision applies.
20 Warra ntation
The C ontractor 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.
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
Professi onal Services Ag ree ment (rev . 09 124 120 1 8)
Page7 ol17
20.3
20.4
20.5
20.6
obligations of the Contractor under this Agreement in accordance with its
terms.
This Agreement has been validly executed by an authorized
representative of the Contractor and constitutes a valid and legally
binding and enforceable obligation of Contractor.
The Contractor has or will obtain prior to the commencement date such
licenses, permits and other authorizations from federal, state and other
governmental authorities, as are necessary for the performance of its
obligations under this Agreement.
The Contractor is not in violation of any applicable law, ordinance or
regulation the consequence of which will or may materially affect
Contractor's ability to perform its obligations under this Agreement. The
Contractor is not subject to any order or judgment of any court, tribunal or
governmental agency which materially and adversely affects its
operations or assets in the State of Washington, or its ability to perform
its obligations under this Agreement.
None of the representations or warranties in this Agreement, and none of
the documents, statements, certificates or schedules furnished or to be
furnished by Contractor pursuant hereto or in connection with the
performance of the obligations contemplated under this Agreement,
contains or will contain any untrue statement of a material fact or omits or
will omit to state a material fact necessary to make the statements of fact
contained therein not misleading.
21. PatenVCopvriqht lnfrinqement:
Contractor will defend and indemnify the County from any claimed action, cause or demand
brought against the County; to the extent such action is based on the claim that information
supplied by the Contractor infringes any patent or copyright. The Contractor will pay those
costs and damages attributable to any such claims that are finally awarded against the
County in any action. Such defense and payments are conditioned upon the following:
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.
22. Disputes:
22.1 General
Differences between the Contractor and the County, arising under and by
virtue of the Agreement Documents shall be brought to the attention of the
County at the earliest possible time in order that such matters may be settled
or other appropriate action promptly taken. Except for such objections as are
made of record in the manner hereinafter specified and within the time limits
Professional Services Ag ree ment (rev . 09 1 24 1 201 8)
Page 8 of 17
stated, the records, orders, instructions, and decisions of the Kittitas County
Commissioners shall be final and conclusive.
22.2 Notice of Potential laims
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 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 allcosts and additionaltime claimed to be additional.
22.3.Detailed CIaim
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. Ownershio of ltems Produced
Any final reports or consultations prepared by the Contractor and/or its consultants or sub-
Contractors, in connection with performance of this Agreement shall be the shared property
of the Contractor and County. By virtue of the specific services to be rendered under thii
Agreement, any other writings, programs, data, public records or other materials will remain
the sole and absolute property of the Contractor.
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 Agree ment (rev . 0g I 24 l2O I B)
Page 9 of 17
To the extent that any information obtained by the Contractor is required to be shared with
or provided to others by the terms of the Statement of the Work, this provision is not
breached by such acts.
25. Notice:
Except as set forth elsewhere in the Agreement, for all purposes under this Agreement,
except service of process, notice shall be given by the Contractor to the department head
of the department for whom services are rendered, and to the Kittitas County
Commissioners, 205 W sth Ave, Suite 108, Ellensburg, WA 98926. Notice to the Contractor
for all purposes under this Agreement shall be given to the address reflected on the
signature page. Notice may be given by delivery or by depositing in the U.S. Mail, first class,
postage prepaid.
26. Severabilitv:
lf anv term or condition of this Aoreement or the annlication thereof to anv nerson(s) cr.'-'''J.-_rr.Jr-.
circumstances is held invalid, such invalidity shall not affect other terms, conditions or
applications which can be given effect without the invalid term, condition or application. To
this end, the terms and conditions of this Agreement are declared severable.
27. Miscellaneous:
27.1 The County's failure or delay to insist upon strict performance of any of the
provisions of this Agreement or to exercise any rights or remedies under this
Agreement shall not be construed as a waiver or relinquishment to any extent
of its right to assert or rely upon any such provisions, rights or remedies in that
or any other instance; rather the same shall be and remain in full force and
effect.
27.2 This Agreement embodies the entire Agreement between the County and
Contractor, and supersedes any and all prior agreements, regarding the
Work. No change, amendment or modification of any provisions of this
Agreement shall be valid unless set forth in a written instrument signed by the
pafty to be bound thereby.
27.3 The rights and remedies of the County set forth in any provision of this
Agreement are in addition to and do not in any way limit any other rights of
remedies afforded to the County by any other provisions of this Agreement,
by any of Contractor's Support or by law.
27.4 The headings of sections and paragraphs of this Agreement are for
convenience of reference only and are not intended to restrict, affect or be
of any weight in the interpretation or construction of the provisions of such
sections or paragraphs.
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.
Professi onal Services Agreement (rev . 09 I 24 1201 8)
Page 10 of 17
29. Survival:
The provisions of paragraphs 7, g, 11, 13, 14, 1s, 16, 17,1g, 19, 20,21, 22,23,24, 2g, 30,
31, and 32 shall survive, notwithstanding the termination or invalidity of this Agreement foi
any reason.
30. Nondiscrimination
30.1 The County is an equal opportunity employer.
30.2 Nondiscrimination in Emplovment
ln the performance of this Agreement, the contractor will not
discriminate against any employee or applicant for employment on the
grounds of race, creed, color, national origin, sex, sexual orientation,
marital status, age or the presence of any sensory, mental or
physical handicap; provided that the prohibition against discriminationin employment because of handicap shall not apply if the particular
disability prevents the proper performance of the particular worker
involved. The Contractor shall ensure that applicants are employed,
and that employees are treated during employment without
discrimination because of their race, creed, color, national origin, sex,
sexual orientation, marital status, age or the presence of any sensory,
mental or physical handicap. such action shall include, but not be
limited to: employment, upgrading, demotion or transfers, recruitment or
recruitment advertising, layoff or termination, rates of pay or other
forms of compensation, and programs for training including
apprenticeships. The Contractor shall take such action with respect to
this Agreement as may be required to ensure full compliance with
local, state and federal laws prohibiting discrimination in employment.
30.3 Nondiscriminat ion in Services
The Contractor will not discriminate against any recipient of any services
or benefits provided for in this Agreement on the grounds of race,
creed, color, national origin, sex, sexual orientation, marital status, age or
the presence of any sensory, mental or physical handicap
lf any assignment and/or subcontracting has been authorized by the
county, said assignment or subcontract shalr incrude appropriate
safeguards against discrimination. The contractor shall take such
action as may be required to ensure full compriance with the
provisions in the immediately preceding paragraphs herein.
30.4
Professional Services Agreement (rev . 09 t 24 I 20 1 g)
Page11of17
31. Prevailinq Waqe:
Contractor shall pay the prevailing rate of wages to all workers, laborers, or mechanics
employed in the performance of any part of the Work in accordance with RCW 39.12
and the rules and regulations of the Department of Labor and lndustries. The schedule
of prevailing wages rates for the locality or localities of the Work is determined by the
lndustrial Statistician of the Department of Labor and lndustries. lt is the Contractor's
responsibility to verify the applicable prevailing wage rate. lt is understood that the
Contractor is responsible for obtaining and completing all required government forms
and submitting same to the proper authorities.
Disputes regarding prevailing wage rates shall be referred for arbitration to the Director
of the Department of Labor and lndustries. The arbitration decision shall be final and
conclusive and binding on all parties involved in the dispute as provided for by RCW
39.12.060.
32. Debarment Certification:
The Contractor certifies that it.
32.1 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 civil judgment rendered
against them for commission of fraud or a criminal offense in connection
with obtaining, attempting to obtain, or performing a public or private
agreement or transaction, violation of Federal or State antitrust statutes or
commission of embezzlement, theft, forgery, bribery, falsification or
destruction of records, making false statements, tax evasion, receiving
stolen property, making false claims, or obstruction of justice.
32.3 ls not presently indicted for or othenvise criminally or civilly charged by a
governmental entity (Federal, State, or local) with commission of any of
the offenses enumerated in paragraph 32.2 of 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 public transactions
(Federal, State, or local) terminated for cause of default.
Professional Services Ag reement (rev . 09 I 24 l2Q 1 8)
Page 12 of 17
EXHIBIT ''A''
SCOPE OF WORK
ln addition to providing all material and labor, the Contractor shall perform the following:
. Conduct psychological evaluations including related interviews of applicants for
employment or reserve service upon request by the Kittitas County Sheriffs Office.
. Prepare and convey reports of those psychological findings and applicant
evaluations to the Kittitas County Sheriffs Office.
These evaluations shall be conducted in compliance with, and as mandated by,
the provisions of RCW 43.101.095(2)(a)(iii), and wAC 139-07-030, and any
provision now in existence or enacted during the period of this Professional
Services Agreement, including any extension thereof.
Warrant that he or she is familiar with and in compliance with the standards
referenced above and incorporated herein by reference.
a
a
a
Provide confidential wellness visits and telephone follow-ups, critical incident
stress or post officer involved shooting debriefings, or other appropriate
employee support as requested.
Provide professional consultation services upon request to the Kittitas County
Sheriff's Office.
The services stated above will be conducted at the Contractor's place of business, on site,
or at an mutually agreeable alternative location if warranted or appropriate. (Note: I require
an automobile to go to any office or location where services will be provided.)
Professional Services Ag reement (rev . 0g 124 l2O 1 B)
Page 13 of17
EXHIBIT "B"
COMPENSATION
As full compensation for satisfactory performance of the work, the County shall pay
Contractor compensation not to exceed:
a
a
As full compensation for satisfactory performance of the work, the County shall pay
Contractor compensation not to exceed $450 per applicant pre-employment
psycholog ical evaluation.
Wellness visits, critical incident stress or post officer involved shooting
debriefings, or other relevant/appropriate employee support as requested not to
exceed $275 per provided service. Note that listed provided services include at
least one follow-up phone call with the recipient of such services.
Formal crrofessional consr:ltation services. includinq btr-rt not limited to document
review and expert witness testimony, as requested not to exceed $300 per hour.
a
P rofessional Seruices Agreement (rev . 09 I 24 1201 8)
Page 14 of 17
EXHI lT "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 tne nOOitional lnsureds
from all claims, losses, harm, costs, liabilities, damages and expenses arising out of
personal injury (including death) or property damage that may result from performance of
the work or this Agreement, whether such performance is by Contractor or any of its
Support.
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 Chapter 48.1 5 RCW and 284-15 WAC.
The Contractor shall provide proof of insurance for:
Commerc ial General Liabilitv lnsurance
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 County. The certificate must name the county as additionar insured. Sixty (60) days written notice to the County of cancellation of the insurance
policy
Commercial Automobile Liability lnsurance (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 'potlutants' 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.
! Workers' Compensation
Additional Ma Be
Professional Services Agreement (rev. egl24l201g)
Page 15 of17
Workers' Compensation in amounts required by law
Stop Gap/Emplovers Liabilitv
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.
[] Professional Liability
The Contractor and/or its Subcontractor and/or its consultant providing
professional services shall provide evidence of Professional Liability lnsurance
. covering professional errors and omissions. Such policy must provide the following
minimum 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 all
subsequent renewals, shall be no later than the effective date of this
Agreement.
! eottution Liability
The Contractor shall provide a Pollution Liability policy, providing coverage for
claims involving bodily injury, property damage (including loss of use of tangible
property that has not been physically injured), cleanup costs, remediation, disposal
or other handling of pollutants, including costs and expenses incurred in the
investigation, defense, or settlement of claims arising out of:. Contractor's operations related to this project; and/or. Remediation, abatement, repair, maintenance or other work with lead-based
paint or materials containing asbestos; and/oro TranSportation of hazardous materials away from any site related to this project
Such Pollution Liability policy shall provide the following minimum coverage.r $ Per claimr $ annual aggregate
Propertv Damaqe
The Contractor shall provide a policy that covers damage to Kittitas County
facilities, including buildings, equipment, grounds, etc. Such policy shall provide
the following minimum coverage:o $ per occurrence
! Umbrella Coveraqe
Professi onal Services Ag reement (rev . 09 1 24 1201 8)
Page 16 of 17
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.o Amount required for this Agreement: g
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 agents, 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 untess a copy of the Certificate of
lnsurance with Endorsements/Exclusions, 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 cause
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
extent 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 Seruices Agreement (rev . 09 124 120 1 8)
Page 17 of 17
OATE (MMIDD/YYYY)
t0/09/2023
THIS CERTIFICATE lS 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 POLIC]ES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE
ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: lf the certificate holder is an ADDITIONAL 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 on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER
Trust Risk Management Services, Inc.
1791 Paysphere Circle
Chicago, [L60674
CONTACI
NAME: Trust Risk Manaqement Services. lnc
PHONE
{A/C. No. Ext): 877.637.9700
FAX
(A/c. No): 877.251.511 1
EMAIL
ADDRESS: info@trustrms.com
INSURER(SI AFFORDING COVERAGE NAIC #
INSURER A: ACE American lnsurance Gompanv 22667
INSURED
Dr. Monica Pilarc
Po Box 918
Seabeck, WA 98380-0918
INSURER B:
INSTIRER C:
INSURER D:
INSI.JRER E:
INSTJRER F:
.,4ACORif CERTIFICATE OF LIABILITY INSURANCE
COVERAGES CERTIFICATE NUMBER REVISION NUMBER:
CANC
Kittitas County Sheriff's Office
Ellensburg, WA
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED
BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE
DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
@ 1988-2015ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY
PERIOD INDICATED. NOTWITHSIANDING ANY REQUIREMENT, TERI\i1 OR CONDITION OF ANY CONTRACT OR OTHER DOCUNIENT WITH RESPECT
TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT
TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR
LTR TYPE OF INSURANCE INSR
SUUf
wvD POLICY NUMBER
tsQLICY EIT
(MM/DDTYYYY}
PgLIUI EAP
(MM/DD/YYYN LIMITS
EACH OCCURRENCE s
OAMAGE TO RENTEO
PRFf\4lSES (Ei occrirrencP)
s
MED EXP (Any one person)$
PERSONAL & ADV INJURY
5
GFNFRAI AGGIIFGATF $
PRODUCTS.COMPiOP AGG
s
GEN'L AGGREGAIE LIfuIIT APPLIES PER:
GENERAL LIABILITY
CLAIMS MADE OCCUR
PRO-
CONIBINED SINGLE LIMIT
aEe adidentl
s
BODILY INJURY (Per Person)s
BODILY INJURY (Per a€idenl
g
PROPERIY DAMAGE
(Per adcidenll
5
AUTOMOBILE LIABILITY
AUIO
SCHEDULED
AUTOS
NON-OWNED
AUTOS
ALL OWNED
AUTOS
HIRED AUTOS
$
EACH OCCURRENCEUMBRELLA LIAB
EXCESS LIAB
OCCUR
CLAIMS.MADE AGGREGATE g
DED RETENTION S
5
PER
STATUTE
ofH-
ER
WORKERS COMPENSATION
AND EMPLOYERS LIASILITY
ANY PROPRIETOR/PARTNER/EXECUTIVE
OFFICERiMEMBER EXCLUDED?
(Mandatory in NH)
lf yes. descibe under
DESCRIPTION OF OPERATIONS below
Y/N
IJ N/A
E-1. DISEASE . POLICY LIMI'I $
58G22353445 06/07/2023 06/07/2024 Each lncident
Annual
Aooreoate
$ 1,000,000
$3,000,000A
Psychologist's Professional Liability
Retroactive Date 06/O7 /2002
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORO 101, Additional Remarks Schedule, may be atlached if more space is required)
ACORD 25 (2016/03)
B usrNpss Assocrare AonENnuu
EXHIBIT "A" To rne CoNTRACT To wHrcH IT rs ATTACHED
This Addendr'rm is incorporated into the contract to r,vhich this document is attached between
Kittitas County Washington on behalf of the Office or Depaftment thereof ("Covered Entity,,)
and the other party or parties thereto ("Business Associate"). The singLrlar shall incl'de the pliral
and the plural the singular as required by the context.
The Business Associate acknowledges and agrees that Protected Health information (pHI) in any
format, including electronic PHI (ePHI), can be used, shared, created. retained or transferrecl
only within the parameters of this document ancl the Department of Health ancl Human Services
Privacy Regulations. Code of Federal Regulations, ("CFR"), Title 45, Sections 160 and 164.or
as required by law.
CFR Title 45, Sections 160 and 164 and any applicable Washington statutory la,uv (,.RCW,,) or
Administrative Code ("WAC") provision (Federal and State statltory or regulatory standards
applicable to this addendLrm are collectively referrecl to as "la\,v") are by r.vay of reference, an
integral part of this Addendr-rm as if incorporatecl in lull. Business Associate is charged r,vith the
knowledge of ar-rd agrees to abide by the terms and conclitions of lar,l.. To the extent that any
applicable provision of RCW or WAC provicles for or mandates any standarcl differing frolr
those of Federal law, the standard more restrictive of clisclosure shall control subject to fecleral
preemption; this applies throughout this Addendum r.vithoLrt regard to any fgrther explicit
reference to RCW or WAC provisions.
This Addendttm is eft-ective Lrpon signing of this attachment or the contract to lvhich it is
attached. r,vhichever is prior in time.
I. PTIR E
The Covered Entity needs to make available and/or disclose to the Business Associate certain
PHI for nlanagement' administration, and legal responsibilities cluring the normal course of
br"rsiness between the parties as referenced in the contract or other agreement to which this
docttment is attached and incorporatecl by reference. This clocument is iltended to define ancl
incorporate but not limit the obligations of the Business Associate r.vith regard to its use and
protection of that PHI.
RESPONSIBILITIES OF BUSINESS ASSOCIATE
The Business Associate hereby agrees to do the fblloi,ving
IT.
A Use and Disclosr-rre: Use and/or disclose PHI only as permitted or reqLrirecl by this
Addendum. Health Insurance Portability ancl Accolrntability Act (HIpAA). and the
Health Information Technology for Economic and Clinical Health Act (Division A. Title
XIII of the American Recovery and Reinvestment Act of 2009, pgb. Law l l l-5, 2009
HR l) ("FIITECH"). The Business Associate shall r,rse ancl disclose PHI only if such use
or disclosr-rre, respectively, is in compliance with each applicable reqr.rirement of 45 CFR
$164.504(e) or other law. The Business Associate is directly responsible for fgll
B. A. A. Attachmenr Page I of 5
compliance with the privacy provisions of law'that apply to the Business Associate to the
same extent as the Covered Entity.
B. Security: Implement administrative, physicai, and technical safeguards that reasonably
and appropriately protect the confidentiality, integrity, and availability of the PHI that it
creates, receives, maintains, or transmits on behalf of the Covered Entity as reqr,rired by
lar.v. The Br.rsiness Associate is directly responsible for compliance r,vith the secr-rrity
provisions of HIPAA and HITECH to the same extent as the Covered Entity.
C. Improper Disclosr-rres:Reporl all r-rnauthorized or otherwise improper disclosures of PHI,
or security incident, to the Covered Entity r,vithin two (2) days of the Business
Associate's knor,lledge of such event.
D. Notice of Breach: Within trvo (2) business days of the discovery of a breacir as defined at
45 CFR ss164.402 notify the Covered Entity'of any breach of unsecured PHL Notification
shali by the most rapicl means reasonably possible. such as telephonic notice made
directly to an appropriate person r,vithin the covered entity and not including a voice mail
or sirnilar message. Writterl notification shall follorv,,vithin that tr,vo (2) period by fax and
be confirmed by direct contact r,vith the intended recipient, and include the identification
of each individual r.vhose unsecured PHI has been, or is reasonably believed by the
Business Associate to have been, accessed, acquired, or disclosed during sr"rch breachl a
brief description of r,vhat l-rappened, including the date of the breach and tl-re date of the
discovery of the breach, if knor,vn; a description of the types of unsecured PHI that i,vere
involved in the breach (sr"rch as r.vhether full name. social secLrrity number, date of birth,
horne address, account number, diagnosis. disability code. or other types of information
w'ere involved); any steps individr.rals shor-rld take to protect themselves tiom potential
harrn resulting frorn the breach; a brief description of what the Business Associate is
doing to inl'estigate the breach. to mitigate harm to individtrals, and to protect against an1'
ftrrther breaches; the contact procedures of the Br,rsiness Associate for individLrals to ask
qr-restions or learn additional information. r,vhich shall inch-rde a toll free number. an e-
mail address, Web site, or postal address; and any other information reqr"rired to be
provided to the individual by the Covered Entity plrrslrant to 45 CFR $164.404, as
arnended. A breach shall be treated as discovered in accordance with the terms of 45 CFR
$ 164.410. The intbrmation shall be updated promptly and provided to the Covered Entitl'
as requested by the Covered Entity.
E. Mitigation: Mitigate. to the extent practicable, any harmful eft-ect that is known to
Br"rsiness Associate of a use or disclosure of PHI by Business Associate in violation of the
requirements of this Addendr,rm or the lai,v.
F. Agents: E,nsure that any agent, including all of its employees, representatives, and
subcontractors, to r.vhom it provides PHI received fiom, or created or received by
Br-rsiness Associate on behalf of Covered Entity agrees to the same restrictions and
B. A. A. Attachment Page 2 of 5
conditions that apply throtrgh this Addendum to Business Associate with respect to such
information.
G. Right of Access:
1. From time to time tlpon reasonable advance notice. or upon a reasonable
determination by Covered Entity that Business Associate has potentially or actually
breached this Addendum. make internal practices, books, and records relating to the
ttse and disclosure of PHI received from, or created or received by Business Associate
on behalf of Covered Entity available to the Covered Entity, or at the request of the
Covered Entity to the Secretary of Department of Health and Human Services. for the
pllrpose of determir-ring compliance with HIPAA. HITECH. ancl/or this Acldenclum.
2. From time to time Llpon reasonable advance notice. or Lrpon a reasonable
determination by Covered Entity that Busirress Associate has potentially or actr-rally
breached this Addendum, to permit Covered Entity to responcl to a request by an
Individual for an accor-rnting of disclosures of PHI in accorclance w.ith 45 CFR
$164.528. orto permit Covered Entity to respond to a request by ar-r Incliviclgal for
access to PHI in accordance rvith 45 CFR Ss 164.524.
H. Doctrmentation of Disclosures: Document such disclosures of PHI ancl information
related to such disclosures as r,vould be reqr-rired for Coverecl Entity to respond to a
request by an IndividLral for an accounting of disclosures of PHI in accordance with 45
CFR $ 164.528. Should an individLral make a request to Coverecl Entity for an accounting
of disclosr"tres of his or her PHI pursuant to 45 CFR $ 164.528, Business Associate agrees
to prornptly provide an accounting. as specified under 42 U.S.C. SS 17935(c) (1) and 45
CFR Ss164.528. of disclostrres of PHI that have been made by the Business Associate
acting on behalf of the Covered Entity. The accounting shall be provided by the Business
Associate to the Covered Entity'or to the individual. as clirectecl by the Coverecl Entity.
I. Ametldments: Make any amendments to PHI that the Covered Entity clirects or agrees to
prtrsrtant to 45 CFR Ql64.526 at the request of Covered Entity" r,r.ithin five (5) business
days of written request by Covered Entity.
J. Other: To the extent the Business Associate is to carry out one or more of the covered
entities obiigations under Subparl E of 45 CFR 164, comply r,vith the requirements of
Subpart E that apply to the covered entity in the performance of such obligations.
III. PERM TED USES ANT)DISCLOSTJRES B Y BUSINESS AS CIATE
A. Except as otherwise limited in this Addendum or by law, Business Associate may use
Protected Health Information for the proper management and administration of the
Business Associate or to carry out the legal responsibilities of the Business Associate.
The BLrsiness Associate shall limit its use and disclosure of, and requests for. pHI to the
minimum necessary as determined in accordance with 42 u.s.C. $ 17935(bXl ),
B. A. A, Attachment Page 3 of 5
TV
B. Except as otherwise limited in this Addendum or by law, Business Associate may Llse
PHI to provide Data Aggregation services to Covered Entity as permitted by 45 CFR S
164.50a.@)(2XiXB).
TERM AND TERMINATION
A. Igru: This Addendum shall become effective on the E,ffective Date and shali continue in
effect until all obligations of the parlies have been met" unless terminated as provided
herein or by mutual agreernent of the parties
B. Termination for Car,rse: Upon Covered Entity's knowledge of a material breach by
Br,rsiness Associate, Covered Entity may provide an opportunity for Business Associate
to cure tl"re breach or end the violation and terminate this Addendr"rrn if Business
Associate does not cure the breach or end the violation within five (5) business days of
receipt of r,vritten notice by the Covered Entity, or immediately tenninate this Addendr,utr
if Br-rsir-ress Associate has breached a material term of this Addendum and cure is not
possible.
C. Other Terminatior-r: This AddendLrm may be terminated by' Covered Entity' r,vithout cause
upon thirtl, (30) days prior u'ritten notice to the other party. r,r,hich notice shall specily the
date of termination.
D. Eff-ect of Termination: Except as provided ir-r paragraph B. of this Section, Lrpon
termination of this Addendr"rm. for any reason. Business Associate shall return or destroy'
all PHI received lrom Covered Entity, or created or received by Br"rsiness Associate on
behalf of Covered Entity. This provision shall apply to PHI that is in the possession of
subcontractors or agents of Br:siness Associate. Business Associate shall retain no copies
of the PHL Destruction mr"rst be bv means that meet or exceed the standards of lar.v.
In the event that Br.rsiness Associate determines that returning or destroying the PHI is
not f-easible, Business Associate shall extend the protections of this Addendum to such
PHI and limit further disclosures of such PFII to those pr"rrposes that make return or
destrr-rction infeasible, for so long as Business Associate maintains such PHI. Business
Associate must provide vl'ritten notice of the conditions that make return or destruction
not feasible; if Covered Entity does not concllr in that assessment. Business Associate
shall retLrrn or destroy the PHI within five (5) business days.
MISCELLANEOUS
A. Defense and Indemnification: Business Associate shall defend, indemnify and hold
harmless Covered Entity from and against all claims, liabilities, judgments, fines,
assessments, penalties, awards or other expenses, of any nature w'hatsoever, inclr.rding
without limitation attorneys' fees, expert witness fees, and costs of investigation,
litigation, or dispute resolution, relating to or arising or.rt of any breach of this Addendum
by Br-rsiness Associate. its employees, officers, agents, or sub-contractors. This provision
V
B. A. A. Attachment Page 4 of 5
is sLrpplemental to and to be interpreted and applied in a manner consistent r.vith, any
indemnification provision of the agreement to which this Addenclum is attached.
B' Reimbursement for Costs Incurred Due to Breach: Business Associate shall reimbr-rrse
Covered Entity, without limitation, for all costs of investigation, dispute resolution,
notification of individuals. the media, and the government, and expenses incr-ured in
responding to any ar,rdits or other investigation relating to or arising out of a breach of
unsecured PHI by the Br"rsiness Associate, including mitigation.
C' Requlatory References: A reference in this Addenclum to a Section in the Deparlment of
Health and Hr-rman Services Privacy Regulations. CFR. Titie 45, Sections 160 and 164
means the Section as in effect or as amendecl, and for 1,,'hich compliance is requirecl.
D. Arnendment: Changes in the law are automatically incorporatecl herein r,vithoLrt need fbr
explicit amendment. The Parties agree this this Acldenclum may be amended from time to
time if otherlvise necessary for Covered Entity to comply with the requirements of the
Department of Health and I-luman Services Privacy Regulations, CFR, Titie 45, Sections
160 and 164 and other provisions of lar.v.
E. Notices: Whenever Covered Entity or Business Associate is reqLrired to give notice to the
other party, notice shall be in r.vriting. posted in the US Mail. and deemecl clelivered after
three (3) business days except as described in II. D., above.
F. SLrrvival: The obligatious of the BLrsiness Associate shall sr.rrvive the termi'atior-r of this
Addendum.
G' Interpretation: Any ambigLrity in this Aclclench-un shall be resolved in favor of a r1ea'ing
that permits Covered Entity to compiy r,vith the Department of Health and Fluman
Services Privacy Regr,rlations. CFR. Title 45, Sections 160 and 164 ancl other provisio's
of law. An1'provision of the Unclerlying Agreement that is clirectly contradictory to one
or more terms of this Addendum is supersecled by the terms of this AclclenclLrm to the
extent necessary lor the parties' compliance with HIpAA.
B. A. A. Attachment Page 5 of 5