HomeMy WebLinkAboutC20140640 Interlocal Agreement INTERLOCAL COOPERATIVE AGREEMENT
BETWEEN
CITY OF ANACORTES
AND
SKAGIT COUNTY
SKAGIT COUNTY
Contract# C20140640
NO: Page 1 of 14
City of Anacortes, A Washington non-charter code city, hereinafter called Contractor, and
Skagit County, hereinafter called County, agrees as set forth in this Agreement, including:
(General Conditions); Exhibit A (Scope of Work); Exhibit B (Compensation);
Exhibit C (Proof of Insurance). Exhibit D (Skagit County Response Areas),
Exhibit E (Ambulance User Fee Schedule)
copies of which are attached hereto and incorporated herein by this reference as fully as if set forth
herein.
The term of this Agreement shall commence January 1, 2015, and continue until December
31, 2015. Any party may terminate this Contract by giving 90 days notice in writing either
personally delivered or mailed postage-prepaid by certified mail, return receipt requested, to the
party's last known address for the purposes of giving notice under this paragraph.
The County has established the following GL expenditure code(s) for this Agreement:
123 5580001g41'6, which shall be included on all billings or correspondence in connection
therewith. SI o0
Contractor acknowledges and by signing this contract agrees that the Indemnification
provisions set forth in Paragraphs 6 (Independent Contractor), 8 (Taxes), 14 (Defense and
Indemnity Agreement), 20 (Patent/Copyright Infringement) and 23 (Confidentiality), are totally and
fully part of this contract and have been mutually negotiated by the parties.
CONTRACTOR:
CITY OF ANACORT S
( ' Attest:` 44 i-�}' _1+ede
`Laurie Gere, Mayor Steve Fogl d, ClerkfTreasurer
(Date ,fit f& -/y
,4JiO1 e m Approved a rm:
Print Name of Signatory
Mailing Address: Bradford . F , SBA# 12924
&&'1c 5`/7 City Atto
/7)�i4.141- -rS ti'r) l2 /
Telephone fJo.,3i 7 Z43 l 1 tr
Fed. Tax ID# c7/ —(ci x' 17-27
Contractor Lic. #.
Personal Services Agreement
Page 1
DATED this ,3 C a day of Oee4 v1) , 2014.
BOARD OF COUNTY COMMISSIONERS
SKAGIT COUNTY,WASHINGTON
(27?-r•-th7-0-12121.----
Wesen, Chair
Ro1/rLh1Q� r"Clv
a-A
Kenneth A. Dahlstedt, Commissioner
.,-3d/e045- e.'70-eert
Attest: Sharon D. Dillon, Commissioner
lL li \ .. &'c:,1..Li r—
lerk of the Board
For contracts under$5,000:
Authorization per Resolution R20030146
R commended: County Administrator
Department Head
Approved as to form:
)\i). A&D),--,b11 \ ei.i.)11:1)
Civil Deputy Prosecuting Attorney
Approved as to indemnification:
sk Manager
Approved as to budget:
..(4A.if-AAJ 1 dfrA '
Budget& Finance Dire• r
Personal Services Agreement
Page 2
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". 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 shall, upon receipt of appropriate documentation, compensate the
Contractor, no more often than monthly, through the County voucher system, for the Contractor's
service pursuant to the fee schedule set forth in Exhibit"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. Administration:
The following individuals are designated as representatives of the respective parties. The
representatives shall be responsible for administration of this Agreement and for coordinating
and monitoring performance under this Agreement. In the event such representatives are
changed, the party making the change shall notify the other party.
4.1 The County's representative shall be Mark Raaka, Director of Emergency Medical
Services.
4.2 The City of Anacortes' representative shall be Richard Curtis, Fire Chief.
5. Treatment of Assets and Property:
No fixed assets or personal or real property will be jointly or cooperatively, acquired, held, used,
or disposed of pursuant to this Agreement.
6. 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'
Personal Services Agreement
Page 3
fees or costs incurred by reason of claims or demands because of breach of the provisions of this
paragraph.
7. 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.
8. 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
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.
9. 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.
10. 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
providing requests in writing and given reasonable notice. Such review 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.
11. Modifications:
Either party may request changes in the Agreement. Any and all agreed modifications shall be in
writing, signed by each of the parties.
12. 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
Personal Services Agreement
Page 4
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.
13. Termination for Public Convenience:
The County may terminate the contract in whole or in part after written notice of not less than thirty
(30) business days 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.
14. 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, attorney'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.
15. 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.
Personal Services Agreement
Page 5
16. 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.
17. 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.
18. 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.
19. Contractor Commitments, Warranties and Representations:
Any written commitment received from the City Council 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.
20. 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.
21. 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.
Personal Services Agreement
Page 6
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 21 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 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.
22. 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.
23. Confidentiality:
The Contractor, its employees, subcontractors, and their employees shall maintain the
confidentiality of all non-publicly available 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 or as may be required by the Public Records Act or otherwise required by law;
provided, however, that the Contractor shall notify the County of any Public Records Act
requests that are received that would relate to the information covered by this paragraph.
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 Contractor's breach of this provision.
24. 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.
Personal Services Agreement
Page 7
25. 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.
26. 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.
27. Survival:
The provisions of paragraphs 6, 8, 10, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, and 26, shall
survive, notwithstanding the termination or invalidity of this Agreement for any reason.
28. 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
EXHIBIT"A"
SCOPE OF WORK
1.1. Contractor shall provide trauma verified ambulance services on twenty-four(24) hours
per day, seven (7) days per week basis. Contractor shall provide the County EMS
Director with a 2015 Work Plan with appropriate ambulances, support vehicles and
equipment in accordance with WAC Chapter 246-976, North Region and other
applicable laws, regulations and MPD established policies to match resources to service
demand levels.
1.2. Contractor shall respond to the portion of Skagit County designated as response area #1
on the map attached as EXHIBIT D.
1.3. Field personnel performing services under this Agreement shall at all times be certified
to practice in the State of Washington, and in the case of Paramedics, certified in Skagit
County.
1.4. All Contractor field personnel shall be under the direct medical control and supervision of
the Skagit County Medical Program Director(MPD) or his designee, and shall comply
with medical protocols, online medical control, and other requirements as established by
the MPD and the state.
1.5. When available, and through the terms of this Agreement, Contractor shall utilize the
Fleet Management software provided by the County for all costs of operating and
maintaining ambulances.
1.6. If requested by County, Contractor shall complete electronic Patient Care Reports
("ePCR")for documentation of all dispatches received by Contractor from County
Dispatch Center to create a single uniform county-wide ePCR and Data Collection
System.
1.7. Contractor is responsible for complying with all current rules and regulations associated
with providing services for recipients of and being reimbursed by Medicare, Medicaid
and other state and federally funded programs, and any amendment there to.
1.8. Contractor acknowledges they are a covered entity under Federal HIPAA regulations,
and will comply with all applicable rules and regulations. Contractor agrees to adhere to
any specific HIPAA protocols, including any required training, requested by County
related to transmitting, storing, and using HIPAA information pursuant to this
Agreement.
1.9. Any violations of HIPAA rules and regulations, including a breach of PHI, shall be
reported immediately to the County along with Contractor's actions to mitigate the effect
of such violations.
1.10. Contractor agrees to use the approved User Fees schedule as set forth in EXHIBIT E at
all times.
1.11. Contractor shall utilize designated third party Billing Services approved by the County for
all EMS agencies.
1.12. No later than the 25th 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 9
EXHIBIT"B"
COMPENSATION
1. The monthly compensation shall be $67,600.00.
2. The County and the Contractor agree to meet no later than the third week of June to
negotiate the Work Plan and compensation for the following calendar year.
Personal Services Agreement
Page 10
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.
X 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.
X 2) Professional Liability
Certificate Holder—Skagit County
Thirty (30) days written notice to the County of cancellation
of the insurance policy
X 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.
o 3) Insurance is waived
Date:
Risk Manager
Personal Services Agreement
Page 11
EXHIBIT"D"
SKAGIT COUNTY RESPONSE AREAS
`\-�
r'''---C:
- • $,. )". 3 . ; .
•
• lk
C / .. _
I
4 IIIV,Vic
.!. • i . -4%PA'
w
119 t • •
i N
o
f
,t. .
: ,,,;
, ..--z,-.1- tiy.,- -ility-1.0--,4, ,_ ....:
' W 41 Il Irsi�` 'yll� P
4
tl � l i , �tr,----- 4.44spyriwingw, t / i ,
` J �-
I it f
t 0 f l("�� �.< 11 _
Y �
�l/1Is11
1111411E • I1
r `� �� 4 1•
- .. . ..J.. .. �. .. .....J�.. ..�. .. ..-truer ir1-`. ...
EXHIBIT"E"
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 13
cities
Insurance Authority
t�. r,t,N s O;u
22-Dec-14 Cert#: 9360
Emergency Medical Services Skagit County, WA
Attn: Mark Raaka, Director
2911 East College Way, Ste C
Mount Vernon, WA 98273
RE: City of Anacortes
2015 ILA
Evidence of Coverage
The above captioned entity is a member of the Washington Cities Insurance Authority
(WCIA), which is a self insured pool of over 150 public entities in the State of
Washington.
WCIA has at least$1 million per occurrence limit of liability coverage in its self
insured layer that may be applicable in the event an incident occurs that is deemed to be
attributed to the negligence of the member.
WCIA was created by an interlocal agreement among public entities and liability is self
funded by the membership. As there is no insurance policy involved and WCIA is not
an insurance company, your organization cannot be named as an additional insured.
Sincerely,
Eric B. Larson
Deputy Director
cc: Emily Schuh
Richard Curtis
(letter