HomeMy WebLinkAboutC20140410 Interlocal Agreement PERSONAL SERVICES AGREEMENT
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Personal Services Agreement
Page 2
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DATED this 1.5 day of Sep\C"Al , 2014.
BOARD OF COUNTY COMMISSIONERS
SKAGIT COUNTY, WASHINGTON
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on esen, Chair
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Kenneth A. Dahlstedt, Commissioner
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Attest: Sharon D. Dillon, Commissioner
Clerk of the Board
For contracts under$5,000:
Authorization per Resolution R20030146
R commended: County Administrator
Department Head
Approved as to form:
On 0-Q9 9! llI rg-i )
Civil Deputy Prosecuting Attorney
Approved as to indemnification:
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Vi
Ri aria,er
Approved as to budget:
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Budget& Finance Dire
Personal Services Agreement
Page 3
GENERAL CONDITIONS
1. Scope of Contractor's Services:
The 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, or facilities will
be furnished by the County, unless otherwise provided for in the Agreement.
2. Accounting and Payment for Contractor Services:
Payment to the Contractor for services rendered under this Agreement shall be as set forth in
Exhibit "B". Where Exhibit "B" requires payments by the County, payment shall be based upon
billings, supported unless otherwise provided in Exhibit "B", 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 "B" or approved in writing in advance by the Skagit County
Board of Commissioners, the County will not reimburse the Contractor for any costs or expenses
incurred by the Contractor in performance of this Contract.
Where required, the County shah, upon receipt of appropriate documentation, compensate the
Contractor, no more often than monthly, through the County voucher system, for the Contractor's
service pursuant to the fee schedule set forth in Exhibit"B".
3. Assignment and Subcontracting:
No portion of this contract may be assigned or subcontracted to any other individual, firm or entity
without the express and prior written approval of the County.
4. Independent 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-servant, 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 "B" 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 benefits, or any other
rights or privileges afforded to Skagit County employees.
Contractor will defend, indemnify and hold harmless the County, its 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.
5. No Guarantee of Employment:
The performance of all or part of this contract 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 subcontractor or any employee of any
subcontractor by the County at the present time or in the future.
6. Taxes:
The Contractor understands and acknowledges that the County will not withhold Federal or State
income taxes. Where 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
Personal Services Agreement
Page 4
by the Contractor will be reported to the Internal Revenue Service at the end of the calendar year in
accordance with the applicable IRS regulations. It 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 indemnify 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.
7. Regulations 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.
8. Right to Review:
This contract is subject to review by any Federal or State auditor. The County or its designee shall
have the right to review and monitor the financial and service components of this program by
whatever means are deemed expedient by the County. Such review may occur with or without
notice, and may include, but is not limited to, on-site inspection by County agents or employees,
inspection of all records or other materials which the County deems pertinent to the Agreement and
its performance, and any and all communications with or evaluation by service recipients under this
Agreement. The Contractor shall preserve and maintain all financial records and records relating
to the performance of work under this Agreement for 3 years after contract termination, and shall
make them available for such review, within Skagit County, State of Washington, upon request_
9. Modifications:
Either party may request changes in the Agreement. Any and all agreed modifications shall be in
writing, signed by each of the parties.
10. Termination for Default:
If the Contractor defaults by failing to perform any of the obligations of the contract 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 contract, and at the County's option,
obtain performance of the work elsewhere. If the contract is terminated for default, the Contractor
shall not be entitled to receive any further payments under the contract 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 Contractor. The Contractor shall bear any
extra expenses incurred by the County in completing the work, and all damage sustained, or which
may be sustained by the County by reason of such default.
If 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
paragraph hereof.
Personal Services Agreement
Page 5
11. Termination for Public Convenience:
The County may terminate the contract 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 contract
is terminated in accordance with this paragraph, the Contractor shall be entitled to payment for
actual work performed at unit contract prices for completed items of work. 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 contract by the County at any time during the term, whether for default or convenience, shall
not constitute a breach of contract by the County.
12. Defense& Indemnity Agreement:
The Contractor agrees to defend, indemnify and save harmless the County, its appointed and
elective officers and employees, from and against all loss or expense, including but not limited to
judgments, settlements, attomey's fees and costs by reason of any and all claims and demands
upon the County, its elected or appointed officials or employees for damages because of personal
or bodily injury, including death at any time resulting therefrom, sustained by any person or persons
and on account of damage to property including loss of use thereof,whether such injury to persons
or damage to property is due to the negligence of the Contractor, its subcontractors, 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 appointed or elected officials or employees. It
is further provided that no liability shall attach to the County by reason of entering into this contract,
except as expressly provided herein. Contractor's insurance shall be primary. Any insurance or
self-insurance maintained by the County, its officers, officials, employees or volunteers shall be
excess of Contractor's insurance and shall not contribute to it.
13. Industrial Insurance Waiver.
With respect to the performance of this Agreement and as to claims against the County, its officers,
agents and employees, the Contractor expressly waives its immunity under Title 51 of the Revised
Code of Washington, the Industrial Insurance Act, for injuries to its employees and agrees that the
obligations to indemnify, defend and hold harmless provided in this agreement extend to any claim
brought by or on behalf of any employee of the Contractor. This waiver is mutually negotiated by
the parties to this Agreement.
14. Venue and Choice of Law:
In 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 Skagit. This Agreement shall be governed by the
law of the State of Washington.
15. Withholding Payment:
In the event the Contractor has failed to perform any obligation to be performed by the Contractor
under this Agreement within the time set forth in this Agreement, then the County may, upon
written notice, withhold all monies due and payable to Contractor, without penalty, until such failure
to perform is cured or otherwise adjudicated.
16. Future Non-Allocation of Funds:
If sufficient funds are not appropriated or allocated for payment under this contract 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.
Persona'Services Agreement
Page 6
17. Contractor Commitments,Warranties and Representations:
Any written commitment received from the Contractor concerning this Agreement shall be binding
upon the Contractor, unless otherwise specifically provided herein with reference to this paragraph.
Failure of the Contractor to fulfill such a commitment shall render the Contractor liable for damages
to the County. A commitment includes, but is not limited to any representation made prior to
execution of this Agreement, whether or not incorporated elsewhere herein by reference, as to
performance of services or equipment, prices or options for future acquisition to remain in effect for
a fixed period, or warranties,
18. Patent/Copyright Infringement:
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:
a. Contractor shall be notified promptly in writing by County of any notice of such
claim.
b. 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.
19. Disputes:
a. General
Differences between the Contractor and the County, arising under and by virtue of
the Contract 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 stated, the records, orders,
instructions, and decisions of the Skagit County Commissioners shall be final and
conclusive.
b. Notice of Potential Claims
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 10 days of the
commencement of the act, failure, or event giving rise to the claim, and before final
payment by the County. The written Notice of Potential Claim shall set forth the
reasons for which the Contractor believes additional compensation or extension of
time is due, the nature of the cost involved, and insofar as possible, the amount of
the potential claim. Contractor shall keep full and complete daily records of the
work performed, labor and material used, and all costs and additional time claimed
to be additional.
c. Detailed Claim
The Contractor shall not be entitled to claim any such additional compensation, or
extension of time, unless within 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
Personal Services Agreement
Page 7
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.
20. Ownership of Items Produced
All writings, programs, data, public records or other materials prepared by the Contractor and/or its
consultants or subcontractors, in connection with performance of this Agreement shall be the sole
and absolute property of the County.
21. Confidentiality:
The Contractor, its employees, subcontractors, 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 Skagit 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
officials, agents or employees from all loss or expense, including, but not limited to settlements,
judgments, setoffs, attorneys'fees and costs resulting from Contractors breach of this provision
22. 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 Skagit County Commissioners, 1800
Continental Place, Suite 100, Mount Vernon, WA 98273. 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.
23. Severability:
If any term or condition of this contract or the application thereof to any person(s) or 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 contract are declared severable.
24. Waiver.
Waiver of any breach or condition of this contract shall not be deemed a waiver of any prior or
subsequent breach. No terms or conditions of this contract shall be held to be waived, modified or
deleted except by an instrument, in writing, signed by the parties hereto.
25. Survival:
The provisions of paragraphs 4, 6, 8, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, and 24, shall
survive, notwithstanding the termination or invalidity of this Agreement for any reason.
26. Entire Agreement:
This written contract represents the entire Agreement between the parties and supersedes any
prior oral statements, discussions or understandings between the parties.
Personal Services Agreement
Page 8
•
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User Fees ucct hfe��ceh v;0 Vim¢Gately to
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1.16. Contractor shall utilize a Billing&Collection Service approved by the County.
1.17. No later than the 22"tl day of each calendar month the Contractor shall provide
the County with a report detailing its call volume and financial performance the
preceding month and year-to-date.
Personal Services Agreement
Page 10
EXHIBIT"B"
COMPENSATION
The monthly compensation for 2014 shall be at $71,240.00.
Personal Services Agreement
Page 11
EXHIBIT"C"
PROOF OF INSURANCE
The Contractor shall provide proof of insurance for Commercial General Liability,
Professional Liability and Automotive Liability each in the amount of$20,000,000.00 per
occurrence to cover Contractor's activities during the term of this Contract. Insurance
coverage shall be primary.
Proof of insurance shall be in a form acceptable and approved by the County.
The type of insurance required by this Agreement is marked below.
O 1) Commercial General Liability Insurance
Certificate Holder--Skagit County
The Certificate must name the County as additional insured:
Skagit County, its elected officials, officers and employees
are named as additional insured.
Thirty (30)days written notice to the County of cancellation
of the insurance policy.
yl 2) Professional Liability
Certificate Holder—Skagit County
Thirty(30) days written notice to the County of cancellation
of the insurance policy
ci 3) Automobile Liability
Certificate Holder—Skagit County
Thirty (30) days written notice to the County of cancellation
of the insurance policy
NOTE: No contract shall form until and unless a copy of the Certificate of Insurance,
properly completed and in the amount required, is attached hereto.
❑ 3) Insurance is waived
Date:
Risk Manager
Personal Services Agreement
Page 12
EXHIBIT"D"
SKAGIT COUNTY RESPONSE AREAS
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EXHIBIT"E"
COUNTY PROVIDED EQUIPMENT
Ambulances:
2004 International 4400 1 HTMRAAM44H674211
2007 Durastar 1 HTMRAAM48J678824
2002 International 4400 1 HTMRAAM73H564734
1995 Ford Wheeled Coach 1FDKE3OFOSHB31025
Zoll Monitors:
ZOLL X-SERIES ALS MONITOR 1784 AR13B003546
ZOLL X-SERIES ALS MONITOR 1785 AR138003548
ZOLL X-SERIES ALS MONITOR 1786 AR13F004730
ZOLL X-SERIES ALS MONITOR 1787 AR13B003555
Personal Services Agreement
Page 14
EXHIBIT"F"
AMBULANCE REPLACEMENT CRITERIA
The County may replace Contractor ambulances based upon the following criteria;
a) Mileage
b) Engine hours (when available)
c) Cost per mile trend analysis
d) Recommendations of the Contractor and the County EMS Director.
Personal Services Agreement
Page 15
EXHIBIT"G"
AMBULANCE USER FEE SCHEDULE
1) Contractor will utilize fee schedule as set by the Board of County Commissioners.
2) Residency is defined as the primary residential address of the patient.
a) "Resident" is defined as having primary residential address within Skagit County, WA.
b) "Non-Resident" is defined as having primary residential address outside of Skagit
County, WA.
Personal Services Agreement
Page 16