HomeMy WebLinkAbout9098KPHD 2174
PROFESSIONAL SERVICES AGREEMENT
Between
KITSAP PUBLIC HEALTH DISTRICT
And
CITY OF BREMERTON
This Professional Services Agreement (“Agreement”) is made and entered into between the Kitsap Public
Health District, a Health District organized pursuant to chapter 70.46 Revised Code of Washington and
Section 9.52 Kitsap County Code, hereinafter referred to as “District,” and City of Bremerton, hereinafter
referred to as “Subcontractor.” The parties mutually agree as follows:
1. Period of Performance: The period of performance of this Agreement shall begin January 21, 2021
and be completed no later than July 21, 2021 unless terminated sooner or extended as provided for
herein.
2. Purpose: Kitsap County is committed to quickly, efficiently, and equitably vaccinating all eligible
persons against COVID-19 to stop the spread of this disease and help end the COVID-19 pandemic.
This requires collaboration and coordination between the District, healthcare providers, and other
entities. This Agreement provides a means for Subcontractor, who is providing paramedic or vaccine
services to support the District’s COVID-19 mass vaccination clinics in Kitsap County to be eligible
for federal FEMA reimbursement for such work.
3. Qualifications/Eligibility:
A. Subcontractor will have the qualifications necessary to successfully complete the objectives of
this Agreement. Subcontractor hereby affirms that he/she is eligible to work in the United States
as set forth in the Immigration Reform and Control Act (IRCA).
B. Eligible costs for the Period of Performance include medical and support staff for planning,
management, support, and operations, including wrap-around services for staff (i.e., meals,
mileage, etc. as necessary) for mass vaccination clinics held in Kitsap County.
C. Regular and overtime pay associated with mass vaccination clinic operations under this
Agreement is allowable for all staff working under this Agreement, and must be billed as a direct
charge. Timesheets are required documentation and must be available upon request by the
District or Washington State Department of Health (DOH). Timesheets shall include time-in /
time-out and a brief description of the billable activity.
D. Indirect rates are not eligible for reimbursement under this Agreement.
E. Eligible equipment for applicable services includes facility infection control measures, personal
protective equipment (PPE), storage equipment, coolers, freezers, temperature monitoring
devices, portable vaccine units for transportation, supplies such as emergency medical supplies
(for emergency medical care needs that may arise in the administration of vaccine), containers
for medical waste disposal, and storage equipment as needed for canisters of liquid nitrogen or
dry ice. Eligible equipment purchases for reimbursement under this Agreement shall not exceed
$5,000 per piece. Equipment costs greater than $5,000 per piece must be preapproved before
purchase and reimbursement by District and DOH, and should be leased rather than purchased.
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F. Any diversion from the preceding list of pre-approved expenses will require a narrative on the
purchase rationale and will be subject to District and DOH approval prior to reimbursement.
4. Services: Refer to ATTACHMENT A Scope of Work.
A. Subcontractor agrees to provide its own labor and materials. Unless otherwise provided for in
the agreement, no material, labor or facilities will be furnished by the District.
B. Subcontractor will perform the work specified in the Agreement and provide the required
deliverables according to standard industry practice.
C. Subcontractor has not billed Medicare, Medicaid, or other insurance for services provided at
District’s COVID-19 mass vaccination clinics.
5. Compensation: The District agrees to reimburse Subcontractor for up to 100% of eligible direct
costs for mass vaccination clinic expenses as described in this Agreement during the Period of
Performance. Reimbursement will be based on the invoices submitted by Subcontractor using a
monthly cost worksheet provided by the District. Subcontractor will be reimbursed only for work
expressly authorized in the Agreement and only for qualified expenses as described in the
Washington State Department of Health’s Mass Vaccination Funding Guidance for Local Public
Health Jurisdictions (dated March 19, 2021) (ATTACHMENT B). Subcontractor will not be
entitled to reimbursement for any services that were performed prior to the effective date of the
Agreement or after its termination unless a provision of the Agreement expressly provides otherwise.
Subcontractor shall submit reimbursement requests and required reports on a monthly basis.
6. Federal Source of Funds: The funding source for this Agreement is Federal.
7. Emergency Waivers of Existing Procurement Procedures. In March 2020, Kitsap County and the
Cities of 2020, Kitsap County and the Cities of Bainbridge Island, Bremerton, Port Orchard, and
Poulsbo issued emergency proclamations regarding the COVID-19 pandemic. These proclamations
waived particular local public advertising, competitive procurement, and contract requirements as
provided by RCW 39.04.280 and, as applicable, local city codes excepting mandatory constitutional
amendment requirements. While non-state entities must follow procurement requirements found at 2
C.F.R. §§ 200.317 – 200.326, federal regulations allow for noncompetitive procurements under
certain circumstances, including when a non-state entity determines that immediate actions required
to address the public exigency or emergency cannot be delayed by a competitive solicitation. This
represents an exception to requirements for full and open competition. Federal Emergency
Management Agency (FEMA) approval is not required for use of noncompetitive procurements
under the emergency or exigency exception; however, the non-state entity must document its
justification for using noncompetitive procurements and must still comply with other procurement
requirements and ensure that costs are reasonable.
8. Performance Requirements and Notices: The assigned District staff will monitor the performance
of this contract, approve billings submitted by the Subcontractor, and determine the acceptability of
required documentation provided by the Subcontractor. District staff will provide and facilitate
assistance and guidance to the Subcontractor as necessary. Deliverables and notices pursuant to this
agreement shall be sent to the designated District Program Coordinator who is responsible for
project coordination:
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If to the District: If to the Subcontractor:
Kitsap Public Health District City of Bremerton
Attn: Jessica Guidry Attn: Pat McGanney, Fire Chief
345 6th Street, Suite 300 911 Park Avenue
Bremerton, WA 98337 Bremerton, WA 98337
(360) 728-2267 (360) 473-5381
jessica.guidry@kitsappublichealth.org Patrick.mcganney@ci.bremerton.wa.us
9. Billings: Billings to the District shall be submitted monthly by the 10th of the following month.
Billings shall be sent to:
Kitsap Public Health District
Attn: Melissa Laird
345 6th Street, Suite 300
Bremerton, WA 98337
melissa.laird@kitsappublichealth.org
Email submission of invoices is encouraged. However, original hardcopies of the signed invoice are
required and shall be mailed to the District. Full backup is required for all expenditures. Backup
documentation can include, but is not limited to receipts, invoices, billing records, work orders,
positive time and attendance records (timesheets), travel vouchers and accounting expense reports.
Failure to provide the required information may result in nonpayment of invoices or termination of
this contract.
10. Tax Payments: Subcontractor will pay all applicable federal, state and local taxes, fees (including
licensing fees) and other amounts.
11. Independent Capacity: Subcontractor and its employees or agents who are engaged in the
performance of this Agreement shall continue to be employees or agents of Subcontractor and shall
not be considered to be employees or agents of the District for any purpose.
12. Assignment, Delegation, and Subcontracting: Subcontractor will perform under the Agreement
using only its bona fide employees or agents, and the obligations and duties of Subcontractor under
the Agreement will not be assigned, delegated or subcontracted to any other person or firm without
the prior express written consent of the District.
Subcontractor warrants that it has not paid, nor has it agreed to pay, any company, person,
partnership or firm, other than a bona fine employee working exclusively for Subcontractor, any fee,
commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from
the award or making of the Agreement.
13. Rights in Data: Unless otherwise provided, data which originates from this Agreement shall be
“works for hire” as defined by the U.S. Copyright act of 1976 and shall be owned by the District.
Data shall include, but is not limited to, reports, documents, pamphlets, advertisements, books,
magazines, surveys, studies, computer programs, films, tapes, and/or sound reproductions.
Ownership includes the right to copyright, patent, register, and the ability to transfer these rights.
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The District maintains all rights to the license to publish, translate, reproduce, modify, deliver,
dispose of the data, and to authorize others to do so.
All reports, drawings, plans, specifications, all forms of electronic media, and data and documents
produced in the performance of the work under the Agreement will be “works for hire” as defined by
the U.S. copyright Act of 1976 and will be owned by the District. Ownership includes the right to
copyright, patent, and register, and the ability to transfer these rights.
An electronic copy of all word processing documents will be submitted to the District upon request
or at the end of the job using the word processing program and version specified by the District.
14. Indemnification: Subcontractor shall defend, indemnify and hold the District, its officers, officials,
employees and volunteers harmless from any and all claims, injuries, damages, losses or suits
including attorney fees, arising out of or resulting from the acts, errors or omissions of Subcontractor
in performance of this Agreement, except for injuries and damages caused by the sole negligence of
the District. Solely for the purposes of this provision, Subcontractor waives its immunity under Title
51 (Industrial Insurance) of the Revised Code of Washington and acknowledges that this waiver was
mutually negotiated by the parties. This provision will survive the expiration or termination of this
Agreement.
Contractor will hold harmless, indemnify and defend the District, its officers, officials, employees
and agents, from and against any claimed action, cause or demand brought against the District,
where such action is based on the claim that information supplied by Contractor or subcontractor
infringes any patent or copyright. Contractor will be notified promptly in writing by the District of
any notice of such claim.
15. Insurance: Subcontractor shall procure and maintain for the duration of the Agreement, insurance
against claims for injuries to persons or damage to property which may arise from or in connection
with the performance of the work hereunder by Subcontractor, its agents, representatives, or
employees. The District shall be named as an insured under the Subcontractor’s Commercial General
Liability insurance policy with respect to work performed for the District under this Agreement.
No Limitation. Subcontractor’s maintenance of insurance as required by the agreement shall not be
construed to limit the liability of the Subcontractor to the coverage provided by such insurance, or
otherwise limit the District’s recourse to any remedy available at law or in equity.
A. Minimum Scope of Insurance
Subcontractor shall obtain insurance of the types described below:
1. Automobile Liability insurance covering all owned, non-owned, hired and leased vehicles.
Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute
form providing equivalent liability coverage. If necessary, the policy shall be endorsed to
provide contractual liability coverage.
2. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01
and shall cover liability arising from premises, operations, independent contractors and
personal injury and advertising injury. The District shall be named as an insured under the
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Subcontractor’s Commercial General Liability insurance policy with respect to the work
performed for the District.
3. Workers’ Compensation coverage as required by the Industrial Insurance laws of the state of
Washington.
4. Professional Liability insurance appropriate to the Subcontractor’s profession. The
Subcontractor shall provide the District with proof of liability insurance or professional
errors and omissions coverage as appropriate.
B. Minimum Amounts of Insurance
Subcontractor shall maintain the following insurance limits:
1. Automobile Liability insurance with a minimum combined single limit for bodily injury and
property damage of $1,000,000 per accident.
2. Commercial General Liability insurance shall be written with limits no less than $1,000,000
each occurrence, $2,000,000 general aggregate.
3. Professional Liability insurance shall be written with limits no less than $1,000,000 per claim
and $1,000,000 policy aggregate limit.
C. Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions for
Automobile Liability, Professional Liability and Commercial General Liability insurance:
1. Subcontractor’s insurance coverage shall be primary insurance as respect the District. Any
insurance, self-insurance, or insurance pool coverage maintained by the District shall be
excess of the Subcontractor’s insurance and shall not contribute with it.
2. Subcontractor’s insurance shall be endorsed to state that coverage shall not be cancelled by
either party, except after thirty (30) days prior written notice by certified mail, return receipt
requested, has been given to the District.
D. Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII.
E. Verification of Coverage
Subcontractor shall furnish the District with original certificates and a copy of the amendatory
endorsements, including but not necessarily limited to the additional insured endorsement,
evidencing the insurance requirements of Subcontractor before commencement of the work.
16. Safeguarding of Information and Privacy: The use or disclosure by any party of any information
concerning a client obtained in providing service under this agreement shall be subject to Chapter
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42.56 RCW and Chapter 70.02 RCW, as well as any other applicable federal and state statutes and
regulations. Personal information collected, used or acquired in connection with this agreement
shall be used solely for the purposes of this Agreement. Subcontractor agrees not to release, divulge,
publish, transfer, sell or otherwise make known to unauthorized persons personal information
without the express written consent of the agency or as provided by law.
Subcontractor agrees to implement physical, electronic, and managerial safeguards to prevent
unauthorized access to personal information. Any unauthorized access or use of confidential
information must be reported to the District Security Officer at (360) 728-2262. The notification
must be made in the most expedient time possible (usually within 24 hours of discovery) and without
unreasonable delay, consistent with the legitimate needs of law enforcement, or any measures
necessary to determine the scope of the breach and restore the reasonable integrity of the data
system.
The District reserves the right to monitor, audit, or investigate the use of personal information
collected, used, or acquired by the Subcontractor through this Agreement. The monitoring, auditing,
or investigating may include but is not limited to “salting” by the District. Salting is the act of
placing a record containing unique but false information in a database that can be used later to
identify inappropriate disclosure of data contained in the database.
Subcontractor shall certify the return or destruction of all personal information upon expiration of
the Agreement.
17. Records Maintenance: The parties to this Agreement shall each maintain books, records,
documents, and other evidence which sufficiently and properly reflect all direct and indirect costs
expended by either party in the performance of the services described herein. These records shall be
subject to the inspection, review or audit by personnel of both parties, other personnel duly
authorized by either party, the Office of the State Auditor, and federal officials so authorized by law.
All books, records, documents, and other material relevant to this Agreement will be retained for six
(6) years after expiration and the Office of the State Auditor, federal auditors, and any persons duly
authorized by the parties shall have full access and the right to examine any of these materials during
this period.
If any litigation, claim or audit is started before the expiration of the six-year period, the records
shall be retained until all litigation, claims, or audit finding involving the records have been resolved.
Records and other documents, in any medium, furnished by one party to this Agreement to the other
party, will remain the property of the furnishing party, unless otherwise agreed. The receiving party
will not disclose or make available this material to any third parties without first giving notice to the
furnishing party and giving that party a reasonable opportunity to respond. Each party will utilize
reasonable security procedures and protections to assure that records and documents provided by the
other party are not erroneously disclosed to third parties.
18. Written Policies and Procedures/Documents on File: Written policies and procedures, consistent
with federal and state regulations, as applicable, will be kept on file in the office of the
Subcontractor and available for review at the request of District staff. Such policies and procedures
will include, but not be limited to, as appropriate:
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• Job Descriptions
• Confidentiality Policy
• Community Needs Assessment
In addition, Subcontractor will keep on file and make available for review by District staff
documents consistent with federal and state regulations that will include but are not limited to the
latest agency audit and subcontractor agreements. The Subcontractor will include these
requirements in all approved subcontracts.
19. Required Reports: Subcontractor will submit required reports quarterly using required forms
according to procedures issued by the District.
Subcontractor will be obligated to submit required reports after the close of the contract period,
during the transfer of obligations to another contractor, or upon termination of the contract for any
reason.
Subcontractor will include all requirements listed above in all approved subcontracts.
Due dates outside the Period of Performance are for reporting only. Subcontractor may not bill for
work done outside the Period of Performance.
20. Statutory and Regulatory Compliance: Subcontractor shall comply with all applicable federal,
state, and local laws, regulations, guidelines, and standards in the performance of this Agreement.
21. Compliance with State and Federal Confidentiality Laws: Subcontractor shall not use or
disclose any protected health information (PHI) or personally identifiable information (PII) created
or shared under this Agreement for any purpose not directly connected with this Agreement or in any
manner that would constitute a violation of the Health Information Portability and Accountability
Act, commonly known as HIPAA, and any regulations enacted pursuant to its provisions. Any PHI
or PII collected, used, or acquired in connection with this Agreement shall be subject to Chapter
42.56 RCW and chapter 70.02 RCW, as well as any other applicable federal and state statutes and
regulations. Contractor agrees not to release, divulge, publish, transfer, sell, or otherwise make
known to unauthorized persons PHI or PII without the express written consent of the District. For
the purpose of this section, PII means information which can be used to distinguish or trace an
individual’s identity, such as their name, social security number, biometric records, etc., alone, or
when combined with other personal or identifying information which is linked or linkable to a
specific individual, such as date and place of birth, or mother’s maiden name, etc. Contractor shall
sign a Business Associate Agreement which is incorporated into this Agreement as
ATTACHMENT C.
22. Certification Regarding Suspension and Debarment: Subcontractor, by completing and returning
to the District the “Debarment, Suspension, Ineligibility or Voluntary Exclusion Certification Form,”
and completing, signing and returning to the District the “Certification Regarding Debarment,
Suspension, Ineligibility or Voluntary Exclusion for Lower Tier Covered Transactions” form, (to be
supplied to lower tier participants; see ATTACHMENT D), certifies that it is not debarred,
suspended, or proposed for debarment by any federal agency.
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23. Suspension of Performance and Resumption of Performance: In the event contract funding from
state, federal, or other sources is withdrawn, reduced, or limited in any way after the effective date of
this Agreement and prior to normal completion, the District may give notice to Subcontractor to
suspend performance as an alternative to termination. The District may elect to give written notice
to Subcontractor to suspend performance when the District determines that there is a reasonable
likelihood that the funding insufficiency may be resolved in a timeframe that would allow
performance to be resumed prior to the end date of this Agreement. Notice may occur by facsimile
or email to Subcontractor’s representative. Subcontractor shall suspend performance on the date
stated in the written notice to suspend. During the period of suspension of performance, each party
may inform the other of any conditions that may reasonably affect the potential for resumption of
performance.
When the District determines that the funding insufficiency is resolved, the District may give
Subcontractor written notice to resume performance and a proposed date to resume performance.
Upon receipt of written notice to resume performance, Subcontractor will give written notice to the
District as to whether it can resume performance, and if so, the date upon which it agrees to resume
performance. If Subcontractor gives notice to the District that it cannot resume performance, the
parties agree that the Agreement will be terminated retroactive to the original date of termination. If
the date Subcontractor gives notice it can resume performance is not acceptable to the District, the
parties agree to discuss an alternative acceptable date. If an alternative date is not acceptable to the
District, the parties agree that the Agreement will be terminated retroactive to the original date of
termination.
24. Non-Discrimination: Subcontractor shall not discriminate against any employee or applicant for
employment because of race, color, sex, religion, national origin, creed, marital status, age, Vietnam
era or disabled veteran status, sexual preference, or the presence of any sensory mental or physical
handicap.
25. Waiver: A failure by either party to exercise its rights under this Agreement shall not preclude that
party from subsequent exercise of such rights and shall not constitute a waiver of any other rights
under this Agreement unless stated to be such in writing, signed by an authorized representative of
the party and attached to the original Agreement.
26. Assignment: The work to be provided under this Agreement and any claim arising thereunder, is
not assignable or delegable by either party in whole or in part without the express prior written
consent of the District, which consent shall not be unreasonably withheld.
27. Changes in Work: In the event of any errors or omissions by Subcontractor in the performance of
any work required under the Agreement, Subcontractor will make all necessary corrections without
additional compensation. All work submitted by Subcontractor will be certified by Subcontractor
and checked by Subcontractor for errors and omissions. Subcontractor will continue to be
responsible for the accuracy of work even after the work is accepted by the District.
28. Amendment: This Agreement may be modified only by a written amendment executed by
authorized representatives of both parties.
29. Termination: This Agreement may be terminated by either party upon giving at least thirty (30)
days advance written notice to the other party. If this Agreement is so terminated, the parties shall be
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liable only for performance rendered or costs incurred in accordance with the terms of this
Agreement prior to the effective date of termination.
A. For Convenience: Either party may terminate the Agreement, in whole or in part, at any time,
by at least thirty (30) days written notice to the other. Subcontractor shall be paid for work
performed and expenses incurred to the date of termination.
B. For Funding: If funding for the Agreement or matter is withdrawn, reduced or limited in any
way after the Agreement is signed or becomes effective, the Parties may summarily terminate the
Agreement notwithstanding any other termination provision in the Agreement. Termination
under this provision will be effective upon the date specified in the written notice of termination.
No costs incurred after the effective date of the termination will be paid.
C. For Cause: If either party fails to perform in the manner called for in the Agreement, or if either
party fails to comply with any other provision of the Agreement and fails to correct such
noncompliance with thirty (30) days written notice thereof, the aggrieved party may terminate
the Agreement for cause. Termination shall be affected by serving a notice of termination on the
party setting forth the manner in which the party is in default. Subcontractor shall be paid for
services performed in accordance with the manner of performance set forth in this Agreement.
D. For Default: Either party may terminate the Agreement upon giving written notice to the other
party in the event the other party is in breach of a material provision of this agreement and shall
have failed to cure such breach within thirty (30) days.
In the event of termination, Subcontractor shall settle all outstanding liabilities and all claims arising
out of such termination of orders, with the approval or ratification of the District to the extent the
District may require, which approval or ratification shall be final for all the purposes of this clause.
30. Governance: This agreement is entered into pursuant to and under the authority granted by the laws
of the State of Washington and applicable federal laws. The provisions of this Agreement shall be
construed to conform to those laws.
31. Dispute Resolution: In the event that a dispute or conflict arises under the Agreement that the
Parties are unable to resolve with good faith efforts, they shall allow the dispute to be decided by a
Dispute Panel in the following manner: a Mediator shall be mutually appointed by both parties, and
each party shall appoint an additional member to the Dispute Panel. The Dispute Panel shall review
the facts, contract terms and applicable statutes and rules and make a determination of the dispute.
The determination of the Dispute Panel shall be final and binding on the Parties hereto. The Parties
shall equally share the costs, if any, for the services of the Dispute Panel.
32. Severability: If any provision of this Agreement or any provision of any document incorporated by
reference shall be held invalid, such invalidity shall not affect the other provisions of this Agreement
which can be given effect without the invalid provision, if such remainder conforms to the
requirements of applicable law and the fundamental purpose of this Agreement, and to this end the
provisions of this Agreement are declared to be severable.
33. Choice of Law: The Agreement has been and shall be construed as having been made and delivered
within the State of Washington and it is agreed by each party hereto that the Agreement shall be
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governed by the laws of the State of Washington, both as to its interpretation and performance. Any
action at law, suit in equity, or judicial proceeding arising out of the Agreement shall be instituted
and maintained only in any of the courts of competent jurisdiction in Kitsap County, Washington.
34. No Waiver: The Parties agree that the excuse or forgiveness of performance, or waiver of any
provisions of the Agreement, does not constitute a waiver of such provision or future performance,
or prejudice the right of the waiving party to enforce any of the provisions of the Agreement at a
later time.
35. Survival: Those provisions of the Agreement that by their sense and purpose should survive
expiration or termination of the Agreement shall so survive. Those provisions include, but are not
necessarily limited to, the following: Indemnification, Termination, Disputes, Confidentiality,
Choice of Law, No Waiver, Records Inspection and Retention, and Severability.
36. Subcontracting: Subcontractor shall not enter into subcontracts for any of the work contemplated
under this Agreement without prior written approval of the District. In no event shall the existence
of the subcontract operate to release or reduce the liability of Subcontractor to the Department for
any breach in the performance of the Subcontractor’s duties. This clause does not include contracts
of employment between the Subcontractor and personnel assigned to work under this Agreement.
Additionally, Subcontractor is responsible for ensuring that all terms, conditions, assurances and
certifications set forth in this Agreement are carried forward to any subcontracts. Subcontractor
agrees not to release, divulge, publish, transfer, sell or otherwise make known to unauthorized
persons personal information without the express written consent of the District or as provided by
law.
If at any time during the progress of the work, the District determines in its sole judgment that any
contractor is incompetent, the District shall notify Subcontractor, and Subcontractor shall take
immediate steps to terminate its subcontractor’s involvement in the work. The rejection or approval
by the District of any subcontractor or the termination of a subcontractor shall not relieve
Subcontractor of any of its responsibilities under the Agreement, nor be the basis for additional
charges to the District.
37. Personnel Removal: Subcontractor agrees to remove immediately any of its subcontractors,
employees, agents, or representatives from assignment to perform services under the Agreement
upon receipt of a written request to do so from the District’s contract representative or designee.
38. Entire Agreement: This Agreement constitutes the entire agreement between the parties regarding
its subject matter. Any oral or written representations not expressly incorporated in this Agreement
are specifically excluded.
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date set forth below.
KITSAP PUBLIC HEALTH DISTRICT _ CITY OF BREMERTON
By: ________________________________ By: __________________________
Keith Grellner Greg Wheeler
Administrator Mayor
Date: ______________________________ Date: ________________________
Funding Source
Federal Contract/Grant: DOH Con Con CLH18248 (KPHD 1749)
CFDA# 97.036
BARS Revenue Code: 333.97.03
MISCELLANEOUS: FEDERAL CONTRACTS REQUIRE ADDITIONAL PROVISIONS:
Check CFR requirements: https://www.ecfr.gov/cgi-bin/text-
idx?SID=031b616b44ba7a18d1a96656ea144d44&mc=true&node=ap2.1.200_1521.ii&rgn=div9
Majority of the required terms will not apply but the ones to watch for:
(F) Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the definition of
“funding agreement” under 37 CFR §401.2 (a) and the recipient or subrecipient wishes to enter into a
contract with a small business firm or nonprofit organization regarding the substitution of parties,
assignment or performance of experimental, developmental, or research work under that “funding
agreement,” the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, “Rights to
Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants,
Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency.
37 CFR 401.2(2) defines “funding agreement” as “The term funding agreement means any contract,
grant, or cooperative agreement entered into between any Federal agency, other than the Tennessee Valley
Authority, and any contractor for the performance of experimental, developmental, or research work funded
in whole or in part by the Federal government. This term also includes any assignment, substitution of
parties, or subcontract of any type entered into for the performance of experimental, developmental, or
research work under a funding agreement as defined in the first sentence of this paragraph.”
If the contract/grant is over $100,000 and involves bidding or an application for the award: Byrd Anti-
Lobbying Amendment (31 U.S.C. 1352) provision needs to be added
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ATTACHEMENT A
SCOPE OF WORK
Subcontractor agrees to the following scope of work:
1. Subcontractor shall (a) provide paramedic services at District mass vaccination clinics and/or (b)
partner with their jurisdictional partners to conduct mass COVID-19 vaccination clinics within
Kitsap County.
2. Subcontractor shall follow their agency’s procedures for providing paramedic services, if
applicable.
3. Subcontractor shall only seek reimbursement from District for (a) eligible personnel and mileage
expenses related to supporting District’s mass COVID-19 vaccination clinics and/or (b) eligible
costs related to mass COVID-19 vaccination clinics held in Kitsap County. “Mass vaccination
clinic” as defined by DOH are “vaccination clinics outside of the usual healthcare delivery method
such as pop-up clinics, mobile clinics, drive-through clinics, etc., in a non-clinical facility (e.g.,
new/separate buildings from regular clinic sites, parking lots, fairgrounds, etc.)” or outside of / in
addition to regular medical environment (e.g., eye doctors, dentists, surgeons, etc., who are not
normally registered vaccine providers or who do not regularly provide vaccination services).
4. Subcontractor shall only bill direct costs; indirect costs not allowed.
5. Subcontractor shall prepare and submit monthly invoices and reports as required by this Agreement.
6. Subcontractor shall not submit reimbursement requests for vaccination support services that have
already been billed through other means or for which reimbursement has been / will be received
outside of this Agreement.
7. Subcontractor shall use the cost summary workbook template provided by District to prepare and
submit reimbursement requests.
8. Subcontractor shall compile and retain back-up documentation for reimbursement requests in
accordance with FEMA requirements.
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ATTACHMENT B
See Attachment B – Washington State Department of Health Mass Vaccination Funding Guidance for Local
Health Jurisdictions (March 2021)
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ATTACHMENT C
HIPAA BUSINESS ASSOCIATE AGREEMENT
This Agreement (“Agreement”) is entered into by and between the Kitsap Public Health District (“Covered
Entity”) and City of Bremerton (“Business Associate”).
Section I: Purpose
Performance of the Underlying Agreement may require Business Associate to use or disclose protected
health information that is subject to provisions of the Health Insurance Portability and Accountability Act of
1996, set forth in 45 C.F.R. Parts 160 and 164 (commonly known as the “HIPAA Rules”).
The purpose of this Agreement is to set forth the obligations of the Parties with regard to the way in which
protected health information is created, used, disclosed, maintained, provided or received on behalf of
Covered entity by the Business Associate.
Section II. Definitions
The following terms used in this Agreement shall have the same meaning as those terms in the HIPAA
Rules: Breach, Data Aggregation, Designated Record Set, Disclosure, Health Care Operations, Individual,
Minimum Necessary, Notice of Privacy Practices, Protected Health Information, Required by Law,
Secretary, Security Incident, Subcontractor, Unsecured Health Information, and Use.
Specific Definitions:
1. Business Associate. “Business Associate” shall generally have the same meaning as the term
“business associate” at 45 CFR 160.103, and in reference to this Agreement shall mean City of
Bremerton.
2. Covered Entity. “Covered Entity” shall generally have the same meaning as the term “covered
entity” in 45 CFR 160.103, and in reference to the party in this Agreement shall mean the Kitsap
Public Health District.
3. HIPAA Rules. “HIPAA Rules” shall mean the Privacy, Security, Breach Notification, and
Enforcement Rules at 45 CFR Part 160 and 164.
Section III. Obligations and Activities of Business Associate
Business Associate agrees to:
1. Not use or disclose protected health information other than as permitted or required by the
Agreement or as required by law.
2. Use appropriate safeguards, and comply with Subpart C of 45 CFR, Part 164 with respect to
protected electronic health information and to prevent use or disclosure of protected health
information other than as provided for by this Agreement.
3. Report to Covered Entity any use or disclosure of protected health information not provided for by
this Agreement of which it becomes aware, including breaches of unsecured protected health
information as required by 45 CFR 164.410, and any security incident of which it becomes aware.
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Business Associate agrees to promptly notify Covered Entity following the discovery of a Breach of
unsecured PHI. A Breach is considered “discovered” as of the first day on which the Breach is
known, or reasonably should have been known, to Business Associate or any employee, officer or
agent of Business Associate, other than the individual committing the Breach. Any notice of a
Security Incident or Breach of Unsecured PHI shall include the identification of each Individual
whose PHI has been, or is reasonably believed by Business Associate to have been, accessed,
acquired, or disclosed during such Security Incident or Breach as well as any other relevant
information regarding the Security Incident or Breach.
4. In accordance with 45 CFR 164.502(e)(1)(ii) and 164.308(b)(2), if applicable, ensure that any
subcontractors that create, receive, maintain, or transmit protected health information on behalf of
the Business Associate agree to the same restrictions, conditions, and requirements that apply to the
Business Associate with respect to such information.
5. Business Associate agrees to mitigate, to the extent possible, any harmful resulting from use or
disclosure of PHI by Business Associate or its agents or subcontractors, in violation of the
requirements of this Agreement.
6. Maintain and make available protected health information in a designated record set to the Covered
Entity as necessary to satisfy Covered Entity’s obligations under 45 CFR 164.524.
If an Individual makes a request for access to the protected health information directly to Business
Associate, business associate shall notify covered entity within three (3) business days of such
request and shall cooperate with the Covered Entity to send the response to the Individual.
7. Make any amendment(s) to protected health information in a designated record set as directed or
agreed to by the Covered Entity pursuant to 45 CFR 164.526, or take other measures as necessary to
satisfy Covered Entity’s obligations under 45 CFR 164.526.
If an Individual makes a request for amendment to the protected health information directly to
Business Associate, Business Associate shall notify Covered Entity within three (3) business days of
such request and shall cooperate with the Covered Entity to send the response to the Individual.
8. Maintain and make available the information required to provide an accounting of disclosures to the
Covered Entity as necessary to satisfy Covered Entity’s obligations under 45 CFR 164.528.
If an Individual makes a request for accounting of disclosures directly to Business Associate,
Business Associate shall notify Covered Entity within three (3) business days of such request and
shall cooperate with the Covered Entity to send the response to the Individual.
9. To the extent the Business Associate is to carry out one or more of Covered Entity’s obligations(s)
under Subpart E of 45 CFR Part 164, comply with the requirements of Subpart E that apply to the
Covered Entity in the performance of such obligation(s); and
10. Make its internal practices, books, and records available to the Secretary of Health and Human
Services for purposes of determining compliance with the HIPAA Rules.
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Section IV. Permitted Uses and Disclosures by Business Associate
1. Business Associate may only use or disclose protected health information as necessary to perform
the services as outlined in the underlying agreement.
2. Business Associate is not authorized to use protected health information to de-identify the
information in accordance with 45 CFR 164.514(a)-(c).
3. Business Associate may use or disclose protected health information as required by law.
4. Business Associate agrees to make uses and disclosures and requests for protected health
information consistent with Covered Entity’s minimum necessary policies and procedures.
Business Associate may not use or disclose protected health information in a manner that would
violate Subpart E of 45 CFR Part 164 if done by Covered Entity except for the specific used and
disclosures set forth below:
a) Business Associate may disclose protected health information for the proper management and
administration of Business Associate or to carry out the legal responsibilities of the Business
Associate, provided the disclosures are required by law, or Business Associate obtains
reasonable assurances from the person to whom the information is disclosed that the information
will remain confidential and used or further disclosed only as required by law or for the purposes
for which it was disclosed to the person, and the person notifies Business Associate of any
instances of which it is aware in which the confidentiality of the information has been breached.
b) Business Associate may provide data aggregation services relating to the health care operations
of the Covered Entity.
Section V. Termination
1. Termination for Cause. Business Associate authorizes termination of the Agreement if Covered
Entity determines Business Associate has violated a material term of the Agreement and has not
cured the breach or ended the violation within the time specified by Covered Entity.
2. Obligations of Business Associate Upon Termination. Upon termination of this Agreement for any
reason Business Associate shall return or destroy all protected health information received from
Covered Entity, or created or received by Business Associate on behalf of Covered entity. This
provision shall apply to protected health information that is in the possession of subcontractors or
agents of Business Associate. Business Associate shall retain no copies of the protected health
information.
In the event that Business Associate determines that returning or destroying the protected health
information is infeasible, Business Associate shall provide to Covered Entity notification of the
conditions that make return or destruction infeasible. Upon mutual agreement of the Parties that
return or destruction of protected health information is infeasible, Business Associate shall extend
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the protections of this Agreement to such protected health information and limit further uses and
disclosures of such protected health information to those purposes that make the return or destruction
infeasible, for so long as Business Associate maintains such protected health information.
3. The obligations of Business Associate under this section shall survive the termination of this
Agreement.
Section VI. Miscellaneous
1. A reference in this agreement to a section in the HIPAA Rules means the section as in effect or
amended.
2. The Parties agree to take such action as is necessary to amend this Agreement from time to time as is
necessary for compliance with the HIPAA Rules and any other applicable law.
3. Any ambiguity in this Agreement shall be resolved to permit compliance with the HIPAA Rules.
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Kitsap Public Health District
ATTACHMENT D - Debarment, Suspension, Ineligibility or Voluntary Exclusion
Certification Form
Health District Contract Number: 2174
NAME
Doing Business as (DBA)
ADDRESS
Washington Uniform
Business Identifier (UBI)
Federal Employer Tax
Identification Number
Instructions For Certification Regarding Debarment, Suspension, Ineligibility or Voluntary Exclusion For
Lower Tier Covered Transactions
READ CAREFULLY BEFORE SIGNING THE CERTIFICATION. Federal regulations require contractors and bidders to sign
and abide by the terms of this certification, without modification, in order to participate in certain transactions directly or
indirectly involving federal funds. This certification is submitted as part of a request to contract.
1. By signing and submitting this proposal, the prospective lower tier participant is providing the certification set out below.
2. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction wa s
entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in
addition to other remedies available to the Federal Government the department or agency with which this transaction
originated may pursue available remedies, including suspension and/or debarment.
3. The prospective lower tier participant shall provide immediate written notice to the department, institution or office to whi ch this
proposal is submitted if at any time the prospective lower tier participant learns that its cer tification was erroneous when
submitted or had become erroneous by reason of changed circumstances.
4. The terms covered transaction, debarred, suspended, ineligible, lower tier covered transaction, participant, person, primary
covered transaction, principal, proposal, and voluntarily excluded, as used in this clause, have the meaning set out in the
Definitions and Coverage sections of rules implementing Executive Order 12549. You may contact the person to which this
proposal is submitted for assistance in obtaining a copy of those regulations.
5. The prospective lower tier participant agrees by submitting this proposal that, should the proposed covered transaction be
entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is proposed for debarment,
debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless
authorized by the department or agency with which this transaction originated.
6. The prospective lower tier participant further agrees by submitting this proposal that it will include this clause titled
``Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-Lower Tier Covered Transaction,''
without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions.
7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered
transaction that it is not proposed for debarment, debarred, suspended, ineligible, or voluntarily excluded from covered
transactions, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it
determines the eligibility of its principals. Each participant may, but is not required to, check the List of Parties Excluded from
Federal Procurement and Non-procurement Programs.
8. Nothing contained in the foregoing shall be construed to require establishment of a system of records i n order to render in
good faith the certification required by this clause. The knowledge and information of a participant is not required to excee d
that which is normally possessed by a prudent person in the ordinary course of business activity.
9. Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered transaction knowingly
enters into a lower tier covered transaction with a person who is proposed for debarment, suspended, debarred, ineligible, or
voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government,
the department or agency with which this transaction originated may pursue available remedies, including suspension and/or
debarment.
DocuSign Envelope ID: 902D4016-D1D5-4B13-90DF-6CFD06E532C9
345 6th, Bremerton, WA. 98337
Bremerton
181-002-539 91-6001231
Bremerton
KPHD 2174
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Kitsap Public Health District
Certification
Regarding Debarment, Suspension, Ineligibility or
Voluntary Exclusion For Lower Tier Covered Transactions
The prospective lower tier participant certifies, by submission of this proposal, that neither it nor its
principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily
excluded from participation in this transaction by any Federal department or agency.
Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such
prospective participant shall attach an explanation to this proposal.
Contractor Signature Date
Print Name and Title
DocuSign Envelope ID: 902D4016-D1D5-4B13-90DF-6CFD06E532C9
5/27/2021
MayorGreg Wheeler