HomeMy WebLinkAboutAP Triton Consulting LLC - PSA for Ground Emergency Medical Transportation Consulting PERSONAL SERVICES AGREEMENT
AP TRITON CONSULTING LLC
THIS AGREEMENT is entered by and between the City of Pasco and AP Triton
Consulting referred to as Consultant on the 13 day of October , 2022 for the purpose of
contracting for personal services in the capacity as Ground Emergency Medical Transportation
Consulting.
RECITALS
WHEREAS,the City desires to have certain services and/or tasks performed as set forth
below requiring specialized skills,training, equipment, and other supportive capabilities; and
WHEREAS, the Consultant represents that it is qualified and possesses sufficient skills,
experience,equipment,and necessary capabilities, including:technical and professional expertise,
when required,to perform the services and/or tasks as set forth in this Agreement upon which the
City is relying.
NOW, THEREFORE, in consideration of the mutual covenants, and performances
contained herein,the parties agree as follows:
1. Scone of Services. The Consultant shall perform such services and accomplish such tasks,
including the furnishing of all labor, materials, facilities and equipment necessary for full
performance thereof, as identified and designated as Consultant's Responsibilities
throughout this Agreement, and as more particularly described in Scope of Work detailed
in Exhibit A, attached hereto and incorporated herein (the "Project").
2. Term. This Project shall begin on the execution date listed above and promptly be
completed by the cost report deadline of November 30, 2022. The contract term extends
through June 30, 2023, should there be any HCA extensions or additional needs.
3. Comnensation and Pavment.
3.1 Payment for services provided hereunder shall be made following the performance
of such services. Such payment shall be full compensation for work performed or
services rendered, and for all labor,materials, supplies,equipment,and incidentals
necessary to complete the Project.
3.2 No payment shall be made for any services rendered by the Consultant except for
services identified and set forth in this Agreement except as may be authorized by
a written supplemental agreement approved by the City.
3.3 The City shall pay the Consultant for work performed under this Agreement upon
timely submitted invoices detailing work performed and expenses for which
reimbursement is sought. The City shall approve all invoices before payment is
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GMT COST REPORT FY2021-202 Page l of 11
issued. Payment shall occur within thirty (30) days of receipt and approval of an
invoice.
3.4 The City shall pay the Consultant for all work performed and expenses incurred
under this Agreement, as follows.
❑ Other: See Exhibit B
4. Rer�orts and Insnections.
4.1 The Consultant at such times and in such forms as the City may require, shall
furnish to the City such statements, records, studies, surveys, reports, data, and
information as the City may request pertaining to matters covered by this
Agreement.
4.2 The Consultant shall, at any time during normal business hours and as often as the
City or the Washington State Auditor may reasonably deem necessary, make
available for examination all of its records and data with respect to all matters
covered, directly or indirectly, by this Agreement and shall permit the City, or its
designated authorized representative to audit and inspect other data relating to all
matters covered by this Agreement. The City shall receive a copy of all audit
reports made by the agency or firm as to the Consultant's activities. The City may,
at its discretion, conduct an audit at its expense, using its own or outside auditors,
of the Consultant's activities which relate,directly or indirectly,to this Agreement.
Consultant shall be provided a copy of such reports.
4.3 The Consultant, during the term of this Agreement, shall obtain all permits and
registration documents necessary for the performance of its work and for the
execution of services at its own expense, and shall maintain its validity. Upon
reyuest,the Consultant shall deliver to the City copies of these licenses,registration
documents, and permits or proof of their issuance or renewal.
4.4 Consultant shall maintain books, records and documents, which sufficiently and
properly reflect all direct and indirect costs related to the performance of this
Agreement and shall maintain such accounting procedures and practices as may be
necessary to assure proper accounting of all funds paid pursuant to this Agreement.
These records shall be subject, at all reasonable times, to inspection, review, or
audit as provided above.
4.5 The Consultant shall retain all books,records,documents or other material relevant
to this Agreement for three(3)years after its expiration. Consultant agrees that the
City, or its designee, shall have full access and right to examine any of said
materials at all reasonable times during this period.
5. Ownership and Use of Documents.
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5.1 All research,tests,surveys,preliminary data, information,drawings and documents
made, collected, ar prepared by the Consultant for performing the services subject
to this Agreement, as well as any final product, collectively referred to as "work
product,"shall be deemed as the exclusive property of the City,including copyright
as secured thereon. Consultant may not use them except in connection with the
performance of the services under this Agreement or with the prior written consent
of the City. Any prior copyrighted materials owned by the Consultant and utilized
in the performance of the services under this Agreement, or embedded in with the
materials, products and services provided thereunder, shall remain the property of
the Consultant subject to a license granted to the City for their continued use of the
products and services provided under this Agreement. Any work product used by
the Consultant in the performance of these services which it deems as
"confidential,""proprietary,"or a"trade secret" shall be conspicuously designated
as such.
5.2 In the event of Consultant's default, or if this Agreement is terminated prior to its
completion, the work product of the Consultant, along with a summary of the
services performed to date of default or termination, shall become the property of
the City, and tender of the work product and summary shall be a prerequisite to
final payment under this Agreement. The summary of services provided shall be
prepared at no additional cost, if the Agreement is terminated through default by
the Consultant. If the Agreement is terminated through convenience by the City,
the City agrees to pay Consultant for the preparation of the summary of services
provided.
6. Public Records.
6.1 Consultant acknowledges that the City is an agency subject to Chapter 42.56 RCW
"Public Records Act." All preliminary drafts or notes prepared or gathered by the
Consultant, and recommendations of the Consultant are exempt prior to the
acceptance by the City or public citation by the City in connection with City action.
6.2 If the Consultant becomes a custodian of public records of the City and request for
such records is received by the City,the Consultant shall respond to the request by
the City for such records within ftve (5) business days by either providing the
records, or by identifying in writing the additional time necessary to provide the
records with a description of the reasons why additional time is needed. Such
additional time shall not exceed twenty (20) business days unless extraordinary
good cause is shown.
6.3 In the event the City receives a public records request for protected work product
of the Consultant within its possession, the City shall, prior to the release of any
protected work product or as a result of a public records request or subpoena,
provide Consultant at least ten(l 0)business days prior written notice of the pending
release and to reasonably cooperate with any legal action which may be initiated
by the Consultant to enjoin or otherwise prevent such release.
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7. Inde endent Contractor Relationshi .
7.1 The parties intend that an independent contractor relationship is created by this
Agreement. The City is interested primarily in the results to be achieved; subject
to the scope of services and the specific requirements of this Agreement, the
implementation of services will lie solely with the discretion of the Consultant. No
agent, employee, officer or representative of the Consultant shall be deemed to be
an employee, agent, officer, or representative of the City for any purpose, and the
employees of the Consultant are not entitled to any of the benefits or privileges the
City provides for its employees. The Consultant will be solely and entirely
responsible for its acts and for the acts of its agents, employees, officers,
subcontractors ar representatives during the performance of this Agreement.
7.2 In the performance of the services provided in this Agreement, Consultant is an
independent contractor with full authority to control and direct the performance of
the details of the work, however, the results of the work contemplated herein must
meet the approval of the City and shall be subject to the City's general rights of
inspection and review to secure the satisfactory completion thereof.
7.3 The Consultant shall comply with all State and Federal laws including, but not
limited to:
7.3.1 The definition requirements of RCW 50.04.140 (Employment Security).
7.3.2 RCW 51.08.195 (Industrial Insurance).
7.3.3 Obtain a City of Pasco business license.
7.4 The City may,at its sole discretion,require the Consultant to remove any employee,
agent or servant from employment on this Project who,in the City's sole discretion,
may be detrimental to the City's interest.
7.5 Consultant as an independent contractor and not an employee shall not be entitled
to any employee benefits including but not limited to vacation time,sick leave,paid
time off, or paid holidays.
8. Indemnification.
8.1 The Consultant shall defend, indemnify, and hold harmless the City, 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 the Consultant in performance of this Agreement,
except for injuries and damages caused by the sole negligence of the City.
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8.2 However, should a court of competent jurisdiction determine that this Agreement
is subject to RCW 4.24.115, then, in the event of liability for damages arising out
of bodily injury to persons or damages to property caused by or resulting from the
concurrent negligence of the Consultant, and the City, its officers, officials,
employees, and volunteers, the Consultant's liability, including the duty and cost
to defend,hereunder shall be only to the extent of the Consultant's negligence. It is
further specifically and expressly understood that the indemnification provided
herein constitutes the Consultant's waiver of immunity under Industrial Insurance,
Title 51 RCW, solely for purposes of this indemni�cation. This waiver has been
mutually negotiated by the parties. The provisions of this section shall survive the
expiration or termination of this Agreement.
8.3 No liability shall attach to the City by reason of entering into this Agreement except
as expressly provided herein.
8.4 This indemnification shall include damages, penalties and attorney fees caused by
Consultant's delayed or failed performance of Section 6 above.
9. Insurance. The Consultant 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 the Consultant, its
agents, representatives, employees, or subcontractors. The Consultant's maintenance of
insurance as required by the Agreement shall not be construed to limit the liability of the
Consultant to the coverage provided by such insurance, or otherwise limit the City's
recourse to any remedy available at law or in equity.
9.1 Minimum Scope of Insurance. Consultant shall obtain insurance of the types and
coverage described below:
9.1.1 Automobile Liability insurance covering all owned, non-owned, hired and
leased vehicles. Coverage shall be at least as broad as Insurance Services
Office (ISO)form CA 00 O1.
9.1.2 Commercial General Liability insurance shall be at least as broad as ISO
occurrence form CG 00 O1 and shall cover liability arising from premises,
operations, stop-gap independent contractors and personal injury and
advertising injury. The City shall be named as an additional insured under
the Consultant's Commercial General Liability insurance policy with
respect to the work performed for the City using an additional insured
endorsement at least as broad as ISO endorsement form CG 20 26.
9.13 Workers' Compensation coverage as required by the Industrial Insurance
laws of the State of Washington.
9.1.4 Professional Liability insurance appropriate to the Consultant's profession.
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9.2 Minimum Amounts of Insurance. Consultant shall maintain the following
insurance limits:
9.2.1 Automobile Liability insurance with a minimum combined single limit for
bodily injury and property damage of$1,000,000 per accident.
9.2.2 Commercial General Liability insurance shall be written with limits no less
than:
� $2,000,000 each occurrence; and
� $2,000,000 general aggregate;
9.2.3 Professional Liability insurance shall be written with limits no less than:
� $2,000,000 per claim; and
� $2,000,000 policy aggregate limit;
9.3 Other Insurance Provision. The Consultant's Automobile Liability and
Commercial General Liability insurance policies are to contain, or be endorsed to
contain that they shall be primary insurance as respect the City.Any insurance,self-
insurance, ar self-insured pool coverage maintained by the Ciry shall be excess of
the Consultant's insurance and shall not contribute with it.
9.3.1 The Consultant'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 City.
9.4 Acceptability.of Insurers. Insurance is to be placed with insurers with a current
A.M. Best rating of not less than A: VII.
9.5 Verification of Covera�e. Consultant shall furnish the City 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 the Agreement before commencement of the work.
9.6 Notice of Cancellation. The Consultant shall provide the City with written notice
of any policy cancellation within two (2) business days of their receipt of such
notice.
9.7 Citv Full Availabilitv of Consultant Limits. If the Consultant maintains higher
insurance limits than the minimums shown above,the City shall be insured for the
full available limits of Commercial General and Excess or Umbrella liability
maintained by the Consultant,irrespective of whether such limits maintained by the
Consultant are greater than those required by this Agreement or whether any
certificate of insurance furnished to the City evidences limits of liability lower than
those maintained by the Consultant.
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9.8 Failure to Maintain Insurance. Failure on the part of the Consultant to maintain the
insurance as required shall constitute a material breach of contract, upon which the
City may, after giving five (5)business days notice to the Consultant to correct the
breach,immediately terminate the Agreement or,at its discretion,procure or renew
such insurance and pay any and all premiums in connection therewith, with any
sums so expended to be repaid Yo the City on demand, or at the sole discretion of
the City, offset against funds due the Consultant from the City.
10. Nondiscrimination. In the performance of this Agreement, the Consultant will not
discriminate against any employee or applicant for employment on the grounds of race,
creed,color,national origin, sex,marital status,age or the presence of any sensory,mental
or physical handicap; provided that the prohibition against discrimination in employment
because of handicap shall not apply if the particular disability prevents the proper
performance of the particular worker involved. The Consultant shall ensure that applicants
are employed, and that employees are treated during employment in the performance of
this Agreement without discrimination because of their race, creed, color, national origin,
sex, marital status, age or the presence of any sensory, mental or physical handicap.
Consultant shall take such action with respect to this Agreement as may be required to
ensure full compliance with local, State and Federal laws prohibiting discrimination in
employment.
11. Covenant A ainst Contin ent Fees. The Consultant warrants that it has not employed
nor retained any company, firm, or person, other than a bona fide employee working
exclusively for the Consultant, to solicit or secure this Agreement; and that it has not paid
or agreed to pay any company, person or firm, other than a bona fide employee working
exclusively for the Consultant, any fee, commission, percentage, brokerage fee, gift, or
other consideration contingent upon or resulting from the award or making of this
Agreement. For breach or violation of this warranty, the City shall have the right to
terminate this Agreement.
12. Assi nment and Subcontractin .
12.1 The City has awarded this Agreement to the Consultant due to its unique
qualifications to perform these services. The Consultant shall not assign (or
subcontract other than as specifically identified in Exhibit A) its performance under
this Agreement or any portions of this Agreement without the priar written consent
of the City, which consent must be sought at least thirry(30)days prior to the date
of any proposed assignment.
12.2 Any work or services assigned or subcontracted hereunder shall be subject to each
provision of this Agreement including Section 6, Public Records; Section 10,
Nondiscrimination;proper bidding procedures where applicable;and all local,State
and Federal statutes, ordinances, and guidelines.
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12.3 Any technical or professional service subcontract not listed in this Agreement,must
have prior written approval by the City.
13. Termination.
13.1 Termination far Convenience. Either party may terminate this Agreement for any
reason upon giving the other party no less than ten(10)business days written notice
in advance of the effective date of such termination.
13.2 Termination for Cause. If the Consultant fails to perform in the manner called for
in this Agreement, or if the Consultant fails to comply with any other provisions of
this Agreement and fails to correct such noncompliance within five (5) business
days of written notice thereof, the City may terminate this Agreement for cause.
Termination shall be affected by serving a notice of termination on the Consultant
setting forth the manner in which the Consultant is in default. The Consultant will
only be paid for services and expenses complying with the terms of this Agreement,
incurred prior to termination.
14. General Provisions.
14.1 For the purpose of this Agreement,time is of the essence.
14.2 Notice. Notice provided for in this Agreement shall be sent by:
14.2.1 Personal service upon the Project Administrators; or
14.2.2 Certified mail to the physical address of the parties, or by electronic
transmission to the e-mail addresses designated for the parties below.
143 The Project Administrator for the purpose of this Agreement shall be:
143.1 For the City: Darcy Buckley, or his/her designee
Finance Director
525 N 3rd Ave
Pasco, WA 99301
buckle�(r�)pasco-wa.g ov
14.3.2 For the Consultant: Kurt Henke, or his/her designee
1309 Coffeen Avenue, Suite 3178
Sheridan, WY 828201
inforii,:aptriton.com
15. Disr�ute Resolution.
15.1 This Agreement has been and shall be construed as having been made and entered
into and delivered within the State of Washington and it is agreed by each party
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hereto that this Agreement shall be governed by the laws of the State of
Washington.
15.2 In the event oj� a dispute regarding the enforcement, breach, default, or
interpretation of this Agreement, tlle Project Administrators, or their designees,
sllall f rst meet in a good faith effort to resolve suc11 dispute. In the event the dispute
cannot be resolved by agreement of the parties, said dispute sliall be resolved by
arbitration pursuant to RCW 7.04A,as amended,with both parties waiving the right
of a jury trial upon trial de novo, with venue placed in Pasco, Franklin County,
Washington. The substantially prevailing party shall be entitled to its reasonable
attorney fees and costs as additional award and judgment against the other.
16. Nonwaiver. Waiver by the City of any provision of this Agreement or any tirne limitation
provided for in this Agreement shall not constitute a waiver of any otlier similar event or
other provision of this Agreement.
17. [ntesration. This Agreement between the parties consists in its entirety of tlzis document
and any e�:hibits, schedules or attachments. Any modification of this Agreement or change
order affecting this Agreement shall be in writing and signed by both parties.
18. Authorization. Qy signature below, each party warrants tliat tliey are authorized and
empowered to execute this Agreenient binding the City and the Consultant respectively.
IN W[TNESS WHEREOF, the pa�rties have caused this Agreement to be executed on the
date f rst written above.
CITY OF PASCO,WASHINGTON CONSULTANT
Dave, , y Manager Kurt P. Henke, Principle /Managing Partner
ATTEST:
��� ���
Debra C. Barham, City Clerk
APPROVEll AS TO FORM:
r
Kerr Fer�r aw, PLLC, Ciiy Attorney
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EXHIBIT A
Scope of Services
GROUND EMERGENCY MEDICAL TRANSPORTATION CONSULTING
RESPONSIBILITIES
CONSULTANT shall provide consulting services to the CLIENT as follows:
• CONSULTANT shall annually prepare the cost report that CLIENT submits to the State of
Washington in arder for the CLIENT to participate in the State's GEMT Program.CONSULTANT shall
prepare the cost reports in accordance with all federal,state,or municipal laws or regulations.
• CONSULTANT shall provide CLIENT with the cost report and all supporting documentation to the
agreed upon email address. It shall be the CLIENT'S responsibility to file the cost report with the State
of Washington. CLIENT shall meet CONSULTANT's established deadlines for data submission and
document reviews.
• There shall be a cap of 30 hours per month on all services provided,unless extended by mutual
agreement of the parties.
• As part of the fee set forth in this Exhibit,CONSULTANT shall provide CLIENT with four(4)
hours of audit assistance,either in person(if the audit is conducted onsite)or through telephone/e-mail
(if the audit is a desk audit). Travel expenses will be billed to CLIENT as set forth in Exhibit B.
• Any programs,projects or additional work beyond the 30-hour monthly cap can be negotiated on a
project basis cost by the party's or at$400.00 per hour.
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EXHIBIT B
Payment Terms
A. SCHEDULE
Services to be performed under this Agreement will begin at the time the Agreement is executed.
B. TRAVEL
Related travel expenses such as airfare, hotel, and meals will be billed at actual cost and will be
approved by the CLIENT prior to travel.
C. TOTAL PAYMENT AMOUNT
Services under the contract provided by the CONSULTANT shall be completed for a fee of
$7,500 plus 3%of gross profits per year,for a term of one(1)year. The fee schedule referenced
herein shall remain unchanged for the term of the contract.
Invoices for payment will be provided to the CLIENT upon the completion of the cost report,to the
address provided under the contract. Payment will be due within thirty(30)days of invoice
postmark. It will be the CLIENT'S responsibility to notify CONSULTANT of any changes to the
name and/or address on record for the purposes of invoicing.
D. PAYMENT COVERAGE
If a monthly payment schedule is requested by the CLIENT and agreed to in writing, the monthly
payment shall be payment for all services as described in Exhibit A and any approved costs,including
unlimited telephone and/or videoconferencing. Personal conference as necessary for completion of
the report shall be included up to four(4)times per month.
E. ADDITIONAL SERVICES
Any requests for services beyond the scope of services set forth in Exhibit A shall be billed at the rate
of Four Hundred dollars($400.00)per hour or a negotiated fixed cost for special projects.Performing
any services under this provision requires prior written approval of both parties.
Contact information for billing purposes is as follows:
CLIENT: City of Pasco
Attn:Darcy Buckley,Finance Director
525 N 3`a Avenue
Pasco, WA 99301
Phone number:(509)545-3432
Email address: Buckleyd@pasco-wa.gov
CONSULTANT: AP Triton,LLC
Attn: Valerie Erwin
1309 Coffeen Avenue, Suite 3178
Sheridan WY 82801
Phone number: 916.217.2499
Email address:verwin@aptriton.com
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