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HomeMy WebLinkAbout9056CONTRACT FOR PROFESSIONAL SERVICES This Contract for Professional Services (the "Contract") is entered into by the City of Bremerton, a municipal corporation of the State of Washington (the "City"), and Peninsula Community Health Services, a Washington nonprofit corporation, having its principal offices at 400 Warren Avenue, Suite 200, Bremerton, Washington, 98337 (the "Contractor"). SECTION 1. EFFECTIVE DATE OF CONTRACT The Contract will become effective on July 1, 2020 and terminate on December 31, 2020. SECTION 2. SERVICES TO BE PROVIDED 2.1 A description of the services to be performed by the Contractor is set forth in Exhibit A: Description of Services, which is attached to the Contract and incorporated by this reference. 2.2 The Contractor agrees to provide its own labor and materials. Unless otherwise provided for in the Contract, no material, labor or facilities will be furnished by the City. 2.3 The Contractor will perform the work specified in the Contract according to standard industry practice. 2.4 The Contractor will complete its work in a timely manner and in accordance with the schedule agreed to by the parties. 2.5 The Contractor will confer with the City from time to time during the progress of work. The Contractor will prepare and present status reports and other information that may be pertinent and necessary, or as may be requested by the City. SECTION 3. CONTRACT REPRESENTATIVES The City and the Contractor will each have a contract representative. Aparty may change its representative upon providing written notice to the other party. The parties' representatives are as follows: For the City: Greg Wheeler Mayor 345 6th Street Bremerton, WA 98337 For Contractor: Jennifer L. Kreidler-Moss Chief Executive Officer Peninsula Community Health Services 400 Warren Avenue, Suite 200 (360) 473 5266 Bremerton, WA 98337 360475-6707 SECTION 4. COMPENSATION 4.1 A description of the compensation to be paid to the Contractor is set forth in Exhibit B: Compensation, which is attached to the Contract and incorporated by this reference. 4.2 The total amount payable under the Contract by the City to the Contractor will in no event exceed $50,000.00 (Fifty Thousand dollars). Payments will be made monthly in the amount of $5,555 (five Thousand Five Hundred and Fifty -Five dollars.) starting in July 2020. 4.3 Unless otherwise provided in the Contract, the Contractor may submit an invoice to the City once a month for payment of work actually completed to date. Subject to the other provisions of the Contract, the City generally will pay such an invoice within 30 days of receiving it. 4.4 The Contractor will be paid only for work expressly authorized in the Contract, or attached Exhibithereto. 4.5 The Contractor will not be entitled to payment for any services that were performed prior to the effective date of the Contract or after its termination, unless a provision of the Contract expressly provides otherwise. 4.6 If the Contractor fails to perform any substantial obligation and the failure has not been fixed within 10 days following notice from the City, the City may, in its sole discretion and upon written notice to the Contractor, withhold all monies due the Contractor, without penalty, until such failure to perform is cured. SECTION 5. AMENDMENTS AND CHANGES IN WORK 5.1 In the event of any errors or omissions by the Contractor in the performance of any work required under the Contract, the Contractor will make all necessary corrections without additional compensation. All work submitted by the Contractor will be certified by the Contractor and checked by the Contractor for errors and omissions. The Contractor will continue to be responsible for the accuracy of work even after the work is accepted by the City. 5.2 In order to be effective, any Contract renewal, amendment or modification must be in writing, be signed by both parties and be attached to the Contract. Work under a renewal, an amendment or a modification may not commence until the renewal, amendment or modification has been approved by the City and has become effective. SECTION 6. HOLD HARMLESS AND INDEMNIFICATION 6.1 Contractor shall defend, indemnify and hold the City, its officers, officials, employees and volunteers harmless from any and all third party claims, injuries, damages, losses or suits including attorney fees, arising out of or resulting from the acts, errors or omissions of the Contractor in performance of this Agreement, except for injuries and damages caused by the sole negligence of the City. SECTION 7. INSURANCE 7.1 Professional Liability. Contractor shall provide claims -made professional liability insurance covering all employees or agents for any sums Contractor shall become legally obligated to pay for injury arising out of care or services rendered by Contractor in the minimum amount of One Million Dollars ($1,000,000) per occurrence, and Three Million Dollars ($3,000,000) annual aggregate. 7.2 Workers' Compensation and Employer Liability. The Contractor will maintain workers' compensation insurance as required by Title 51, Revised Code of Washington, and will provide evidence of coverage to the City if requested. The Contractor will also maintain employer liability coverage with a limit of not less than $1 million. 7.3 Commercial General Liability & Automobile Liability. The Contractor will maintain commercial general liability coverage for bodily injury, personal injury and property damage, subject to a limit of not less than $1 million per occurrence. The general aggregate limit will apply separately to the Contract and be no less than $2 million. The Contractor will provide commercial general liability coverage that does not exclude any activity to be performed in fulfillment of the Contract. Specialized forms specific to the industry of the Contractor will be deemed equivalent provided coverage is no more restrictive than would be provided under a standard commercial general liability policy, including contractual liability coverage. Further, Contractor will maintain Automobile Liability Insurance for owned, scheduled, non -owned, or hired automobiles with a combined single limits not less than One Million Dollars ($1,000,000) per occurrence. 7.4 Miscellaneous Insurance Provisions. A. The Contractor's liability insurance provisions will be primary with respect to any insurance orself-insurance programs covering the City, its elected and appointed officers, officials, employees and agents. B. When such coverage is required, the Contractor's commercial general liability insurance and automobile liability insurance will include the City, its officers, officials, employees and agents as an additional insured with respect to performance of services. C. When such coverage is required, the Contractor's commercial general liability insurance and automobile liability insurance will contain no special limitations on the scope of protection afforded to the City as an additional insured. D. Any failure to comply with reporting provisions of the policies will not affect coverage provided to the City, its officers, officials, employees or agents. E. The Contractor's insurance will apply separately to each insured against whom claim is made or suit is brought, subject to the limits of the insurer's liability. F. The Contractor will include all subcontractors, if applicable, as insureds under its policies or will furnish, within 10 days of the effective date of this contract, separate certificates and endorsements for each subcontractor. All coverage for subcontractors will be subject to all of the requirements stated in these provisions. G. The insurance limits mandated for any insurance coverage required by the Contract are not intended to be an indication of exposure, nor are they limitations on indemnification or liability. H. The Contractor will maintain all required policies in force from the time services commence until services are completed. Certificates, policies and endorsements scheduled to expire before completion of services will be renewed before expiration. If the Contractor's liability coverage is written as a claims -made policy, then the Contractor must evidence the purchase of an extended -reporting period or "tail" coverage for a three-year period after completion of the services. 7.5 Verification of Coverage and Acceptability of Insurers. A, The Contractor will place insurance with insurers licensed to do business in the State of Washington and having A.M. Best Company ratings of no less than A-VII, with the exception that excess and umbrella coverage used to meet the requirements for limits of liability or gaps in coverage need not be placed with insurers or re -insurers licensed in the State of Washington. B. The Contractor will furnish the City if requested, with properly executed certificates of insurance or a signed policy endorsement which will clearly evidence all insurance required in this Section. The certificate will, at a minimum, list limits of liability and coverage. The certificate will provide that the underlying insurance contract may not be canceled, or allowed to expire, except on 30-days' prior written notice to the City. Any certificate or endorsement limiting or negating the Insurer's obligation to notify the City of cancellation or changes must be amended so as not to negate the intent of this provision. C. The Contractor will furnish the City with an additional insured endorsement for the commercial general liability and automobile liability insurance policies. In the alternative, an acceptable form of evidence are the endorsement pages of the policy showing the City as an additional insured. D. Reserved. E. Written notice of insurance cancellation or change shall be mailed to the City. F. The Contractor or its broker will provide, within 10 days, a copy of all insurance policies specified in the Contract upon request of the City. SECTION 8. TERMINATION 8.1 The City may terminate the Contract in whole or in part whenever the City determines, in its sole discretion that such termination is in the best interests of the City. The City may terminate the Contract upon giving the Contractor 10- days' written notice. In that event, the City will pay the Contractor for all costs incurred by the Contractor in performing the Contract up to the date of such notice, subject to the other provisions of the Contract. 8.2 If funding for the underlying project or matter is withdrawn, reduced or limited in any way after the Contract is signed or becomes effective, the City may summarily terminate the Contract notwithstanding any other termination provision in the Contract. Termination under this provision will be effective upon the date specified in the written notice of termination sent by City to the Contractor. No costs incurred after the effective date of the termination will be paid. 8.3 If the Contractor breaches any of its obligations under the Contract, and fails to fix the breach within 10 days of written notice to do so by the City, the City may terminate the Contract. In that event, the City will pay the Contractor only for the costs of services accepted by the City. Upon such termination, the City, at its discretion, may obtain performance of the work elsewhere, and the Contractor will bear all costs and expenses incurred by the City in completing the work and all damages sustained by the City by reason of the Contractor's breach. SECTION 9. ASSIGNMENT, DELEGATION ANDSUBCONTRACTING 9.1 The Contractor will perform under the Contract using only its bona fide employees or agents, and the obligations and duties of the Contractor under the Contract will not be assigned, delegated or subcontracted to any other person or firm without the prior express written consent of the City. 9.2 The Contractor warrants that it has not paid, nor has it agreed to pay, any company, person, partnership or firm, other than a bona fide employee working exclusively for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of the Contract. SECTION 10. INDEPENDENT CONTRACTOR 10.1 The Contractor's services will be furnished by the Contractor as an independent contractor and not as an agent, an employee or a servant of the City. The Contractor specifically has the right to direct and control Contractor's own activities in providing the agreed services in accordance with the specifications set out in the Contract. Contractor warrants as follows: Contractor is providing services as a business; files tax returns with the IRS as a business; has a Washington State Master Business License; maintains appropriate accounts for the payment of all state and local business and occupation taxes and other required taxes; and maintains regular books and records. 10.2 The Contractor acknowledges that the entire compensation for the Contract is set forth in the compensation provisions of the Contract and the Contractor is not entitled to any City benefits, including, but not limited to: vacation pay; holiday pay; sick leave pay; medical, dental or other insurance benefits; fringe benefits; or any other rights or privileges afforded to City employees. 10.3 The Contractor will have and maintain complete responsibility and control over all of its subcontractors, employees, agents and representatives. No subcontractor, employee, agent or representative of the Contractor will be or be deemed to be, or act or purport to act, as an employee, agent or representative of the City. SECTION 11. NONDISCRIMINATION The Contractor, its employees and agents, shall not discriminate against any person in the performance of any of its obligations under this Contract on the basis of race, creed, color, religion, gender, sexual orientation, ancestry, national origin, age, sensory, physical or mental disability, membership in the military or status as a veteran, HIV/AIDS or Hepatitis C status or the use of a trained dog guide or service animal, except as necessary to meet a bona fide occupational qualification. SECTION 12. RESERVED SECTION 13. RESERVED SECTION 14. DISPUTES Differences, disputes and disagreements between the Contractor and the City arising under or out of the Contract will be brought to the attention of the City at the earliest possible time so that the matter may be settled or other appropriate action promptly taken. Any dispute relating to the quality or acceptability of performance or compensation due the Contractor will be decided by the City's contract representative or designee. SECTION 15. CONFIDENTIALITY The Contractor, its employees, subcontractors and their employees will maintain the confidentiality of all information provided by the City or acquired by the Contractor in performance of the Contract, except upon the prior express written consent of the City or an order entered by a court of competent jurisdiction. The Contractor will promptly give the City written notice of any judicial proceeding seeking disclosure of such information. SECTION 16. CHOICE OF LAW, JURISDICTION AND VENUE 16.1 The Contract will be construed as having been made and delivered within the State of Washington, and it is agreed by each party that the Contract will be governed by the laws of the State of Washington, both as to its interpretation and performance. 16.2 Any action at law, suit in equity or other judicial proceeding arising under or out of the Contract may be instituted and maintained only in a court of competent jurisdiction in Kitsap County, Washington. SECTION 17. CRIMINAL HISTORY REQUIREMENTS As required by RCW 43.43.834, the Contractor shall require each service provider providing services under this Contract to disclose whether he or she has been convicted of a crime and/or had findings made against him or her in any civil adjudicative proceeding as defined in RCW 43.43.830, The Contractor shall conduct criminal background checks, on all employees providing services under this Contract. Further, the Contractor shall not permit any employee or agent to perform work under this Contract who has pled guilty to or been convicted of any felony crime specified in Exhibit C nor shall Contractor permit any employee or agent to perform work under this Contract who has had his/her license to provide behavioral health services revoked or suspended. Failure to comply with this provision shall be grounds for the City to immediately terminate this Contract. SECTION 18. MISCELLANEOUS 18.1 No Waiver. The parties agree that the excuse or forgiveness of performance, or waiver of any provisions of the Contract, 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 Contract at a later time. 18.2 Tax Payments. The Contractor will pay all applicable federal, state and local taxes, fees (including licensing fees) and other amounts. 18.3 Personnel Removal. The Contractor agrees to remove immediately any of its subcontractors, employees, agents or representatives from assignment to perform services under the Contract upon receipt of a written request to do so from the City's contract representative or designee. 18.4 Legal Compliance. The Contractor and its subcontractors, employees, agents and representatives will comply with all applicable federal, state and local laws, rules and regulations in their performance under the Contract. 18.5 Records Inspection and Retention. The City may, at reasonable times, inspect the books and records of the Contractor relating to the performance of the Contract. The Contractor will retain for audit purposes all Contract -related records for at least six years after termination of the Contract. 18.6 Successors and Assigns. The City, to the extent permitted by law, and the Contractor each bind themselves, their partners, successors, executors, administrators and assigns to the other party to the Contract and to the partners, successors, administrators and assigns of such other party in respect to all covenants to the Contract. 18.7 Severability. If a court of competent jurisdiction holds any provision of the Contract to be illegal, invalid or unenforceable, in whole or in part, the validity of the remaining provisions will not be affected, and the parties' rights and obligations will be construed and enforced as if the Contract did not contain the particular provision held to be invalid. If any provision of the Contract conflicts with any statutory provision of the State of Washington, the provision will be deemed inoperative to the extent of the conflict or modified to conform to statutory requirements. 18.8 Entire Agreement. The parties acknowledge that the Contract is the complete expression of their agreement regarding the subject matter of the contract. Any oral or written representations or understandings not incorporated in the Contract are specifically excluded. 18.9 Notices. Any notices will be effective if personally served upon the other party or if mailed by registered or certified mail, return receipt requested, to the addresses set out in the contract representative's provision of the Contract. Notice may also be given by facsimile with the original to follow by regular mail. Notice will be deemed to be given three days following the date of mailing, or immediately if personally served. For service by facsimile, service will be effective at the beginning of the next working day. 18.10 Survival. Those provisions of the Contract that by their sense and purpose should survive expiration or termination of the Contract shall so survive. Those provisions include, but are not necessarily limited to, the following: Sections 6 (Hold Harmless and Indemnification), 8.3 (Termination), 14 (Disputes), 15 (Confidentiality), 16.1-16.2 (Choice of Law, Jurisdiction and Venue), 18.1 (Miscellaneous - No Waiver), 18.5 (Miscellaneous - Records Inspection and Retention) and Section 18.7 (Miscellaneous- Severability). IN WITNESS WHEREOF, the parties have signed as of the date set forth below. CITY OF BREMERTON Y APPROVED AS TO FORM OFFICE OF THE CITY ATTORNEY PENINSULA COMMUNITY HEALTH SERVICES Je6 ifer L. kreidler-Moss CEO Date: EXHIBIT A: DESCRIPTION OF SERVICES PURPOSE: This contract will fund the partial salary of a full time (at least 0.75FTE) Advanced Practice Clinician to provide direct primary care services for individuals of the City of Bremerton, primarily those residing in the region of Bremerton Fire Station #1. RESPONSIBILITIES AND DUTIES: • Serve as the primary physical health care provider of the care team • Partner with the Medical Assistant to ensure all referrals, labs, and imaging orders are processed to completion • Refer to and then partner with the behavioral health care providers for individual patient care needs EXHIBIT B: COMPENSATION Payment is not to exceed $50,000 under this Contract from the city. Contractor shall submit no more than one invoice each month. The Contractor shall not receive additional compensation or be reimbursed by the City for any additional fees, costs or expenses incurred by the Contractor in the performance of this Contract. The payment described above is complete compensation for all services, costs and expenses of Contractor, both direct and indirect. A reimbursement detail shall accompany the invoice. Invoices shall be submitted within 10 days after the close of each month. EXHIBIT C: DISCLOSURE OF CRIMINAL BACKGROUND Guilty plea or conviction of any of the following felony crimes: • crimes involving homicide under chapter 9A.32 RCW, • assault under chapter 9A.36 RCW, • kidnapping under chapter 9A.40 RCW, • sex offenses un.der chapter 9A.44 RCW, • financial crimes under chapter 9A.60 RCW, • violations of the uniform controlled substances act under chapter 69.50 RCW, • any drug offense defined under RCW 9.94A.030, or • a crime of any type classified as a felony under Washington state law. Finding in any dependency action, disciplinary board or domestic relations proceedings to have sexually assaulted, abused or exploited any minor, or to have physically abused a minor or vulnerable adult.