HomeMy WebLinkAboutAP Triton - GEMT Reimbursement ProjectPROFESSIONAL SERVICES AGREEMENT
GEMT Reimbursement Project
THIS AGREEMENT is made and entered into between the City of Pasco, a Washington
Municipal Corporation, hereinafter referred to as "City", and AP Triton, hereinafter referred to as
"Consultant," on the 19th day of September, 2019.
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 s ufficient 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.
2.
3.
Scope of Services. The Consultant shall perform s uch services and accomplish such tasks,
including the furnishing of all labor, materials, facilities and equipment necessary for full
performance thereof, as identified and des ignated 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").
Term. This Project shall begin upon execution of this agreement and be completed by
December 31, 2019.
Compensation and Payment.
3.1 Payment for services provided hereunder s hall be made following the pe rformance
of such services. Such pay ment shall be full compensation for work performed or
serv ices 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 s hall approve all invoices before payment is
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3005
4.
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.
D Hourly (Single Rate):$ _____ per hour plus actual expenses incurred
as provided under this Agreement, but not to exceed a total of
•
•
$ ______ without prior written authorization by the City; or
Hourly (Multiple Rate): Such rates as identified on Exhibit __ , plu s
actual expenses incurred as provided under this Agreement, but not to
exceed a total of $ without the prior written authorization ------
by the City; or
Fixed Sum: A total of$ ; or ----------------
~ Other: $7,500, plus 3% of gross GEMT proceeds.
Reports and Inspections.
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
request, 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 s hall 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
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5.
necessary to assure proper accounting of all funds paid pursuant t o this Agreement.
These records shall be subject, at all reasonable times, to inspection, review, or
audit as provided above.
4.5 The Consultant s hall 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 .
Ownership and Use of Documents.
5.1 All research, tests, surveys, preliminary data, information, drawings and documents
made, collected, or 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 in the event that 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 s hall respond to the re quest by
the City for such record s within five (5) business days by either providing the
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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
add iti o nal time shal l not exceed twenty (20) business days unless extraordinary
good cause is shown.
6.3 In the event the C ity receives a public records request for protected work product
of the Consultant within its possession, the City s hall, prior to t he release of any
protected work product or as a result of a public records request or subpoena,
provide Consultant at least ten (10) 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 otherwi se prevent such release.
7. Independent Contractor Relationship.
7.1 The parties intend that an independent contractor relationship is created by this
Agreement. The C ity is interested primarily in the results to be achieved; s ubject
to the scope of serv ices a nd the specific requirements of this Agreement, the
implementation of services will li e solel y with the discretion of the Con su ltant. No
agent, employee, officer o r representative of the Consultant s hall be deemed to be
a n 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 o r privileges the
C ity provides for its employees. The Consultant will be so lel y and entirely
responsible fo r its acts and for the acts of its agents, employees, officers,
subcontractors or representatives during the performance of this Agreement.
7.2 In the performance of the serv ices provided in this Agreement, Consultant is an
inde pendent contractor with full authority to control and direct the performance of
the detai Is of the work, h owever, the results of the work contemplated herein mu st
meet the approval of the C ity and s hall be subject to the C ity's general rights of
in spectio n and review to secure the sati sfactory completion thereof.
7.3 The Consu ltant s hall comply with all State and Federal laws including, but not
limited to:
7.3.1 The definition requirements of RCW 50.04.140 (Em ployment Security).
7.3.2 RCW 51.08.195 (Industrial In s urance).
7.3.3 Obtain a City of Pasco business license.
7.4 The C ity may, at its so le discretion, require the Consultant to remove any employee,
agent or servant from employment on this Project wh o, in the City's sole di scretion,
may be detrimental to the C ity's interest.
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8. Indemnification.
8.1 The Consultant shall defend, indemnify, and hold harmless the City , its officers,
officials, agents, employees, and vo lunteers from any and all claims and causes of
action, including, but n ot limited to, actions of law or administrative proceedings
for all injuries to persons or damages to property, and all losses, damages, demands,
su its, judgments, including attorney fees, arising out of, or as a result of, or in
connection with the work performed under this Agreement, and caused or
occasioned in whole or in part by reason of errors, negligent acts or omissions of
the Consultant or its subcontractors in the performance of this Agreement, except
for injuries and damages caused by the so le negligence of the City, its officers,
employees, agents, and volunteers.
8.2 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
injuries or damages to property caused by or resultin g from the concurrent
negligence of the Consultant, and the C ity, its officers, employees, agents and
volunteers, the Consultant's liability and obli gation to defend hereunder sha ll only
be the proportionate extent of the Consultant's negligence.
8.3 It is further agreed that the indemnification provided herein constitutes the
Consultant's waiver of immunity under Industrial Insurance, Title 51 RCW , solely
for the purposes of this indemnification.
8.4 No liability shall attach to the C ity by reason of entering into this Agreement except
as expressly provided herein.
8.5 This indemnification shall include damages, penalties and attorney fees sustained
as a result of Consu ltant's delayed or failed performance of Section 6 above.
8.6 This waiver has been mutually negotiated by the parties, and the provisions of this
section sha ll survive the expirati on or termination of this Agreement.
9. Insurance. The Consu lt ant shall procure and maintain for the duration of the Agreement,
in surance against claims for injuries to persons or damage to property wh ich may arise
from or in connection with the performance of the work hereunder by the Consultant, its
agents, representatives, emp loyees, or subcontractors.
9 .1 Minimum Scope of In surance. Consultant shall obtain insurance of the types
described below:
9.1.1 Automobile Liability insurance coverin g a ll owned, non-owned, h ired and
leas ed vehicles. Coverage sh a ll be written on In surance Services Office
(ISO) form CA 00 0 I or a substit ute form providing equivalent li abi lity
coverage. If necessary, the policy shall be endorsed to provide contractual
liability coverage.
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9.2
9.3
9.1.2 Commercial General Liability insurance shall be written on ISO occurrence
form CG 00 0 I and s hall cover liability arising from premises, operation s,
independent contractors and personal injury and advertising injury. The
C ity s hall be named as an insured under the Consultant's Commercial
General Liability in s urance policy with respect to the work performed for
the C ity.
9.1.3 Workers' Compensation coverage as required by the Industrial In surance
laws of the State of Washington.
9.1.4 Professional Liability insurance appropriate to the Consul tant's profession.
Minimum Amounts of In surance. Consu ltant shall maintain the following
insurance limits:
9.2.1 Automobile Liability in s urance with a minimum combined single limit for
bodily injury and property damage of $1 ,000,000 per accident.
9.2.2 Commercia l General Liability in surance s ha ll be written with limits no less
than:
D $1,000,000 each occurrence;
D $2,000,000 general aggregate; or
~ $1 ,000,000 each occurrence ; and $2,000,000 genera l aggregate
9.2.3 Professional Liability insurance shal l be written with limits no less than:
D $1 ,000,000 per claim;
D $1 ,000,000 policy aggregate limit; or
~ $1,000,000 per claim; and $1,000,000 per policy aggregate limit
Other In surance Provisions. The insurance policies are to contain, or be endorsed
to contain, the following provisions for Automobile Liability, Professional
Liability , and Commercia l General Liability insurance:
9.3.1 The Consu ltant's insurance coverage s hall be primary insurance as respects
the City. Any in surance, self-insurance , o r insurance pool coverage
maintained by the C ity shall be excess of the Consultant's insurance and
shall not contribute with it.
9 .3.2 T he Consultant's insu rance s hall be endorsed to state that coverage s hall not
be cancelled by either party, except after thirty (30) days prior written notice
by certified mail, return receipt requested, has been g iven to the Ci ty .
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9.4 Acceptability of In su rers. Insurance is to be placed with insurers with a current
A.M. Best rating of not le ss than A:VII.
9.5 Verification of Coverage. 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 in surance
requirements of the Consultant before commencement of the work.
10. Nondiscrimination. In the performance of thi s Agreement, the Consultant wi ll not
discriminate against any employee or applicant for employment o n 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 o r the presence of any sensory, mental or ph ys ical 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 Against Contingent Fees. The Consultant warrants that it has not employed
no r 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 , o ther than a bona fide employee working
exclusively for the Consultant, any fee , commission, percentage, brokerage fee, gift, o r
other consideration contingent upon or re sulting from the award or making of thi s
Agreement. For breach or violation of this warranty, the City shall have the right to
tenninate this Agreement.
12. Assignment and Subcontracting.
12.1 The City has awarded this Agreement to the Con su ltant due to its unique
qualifications to perform these services. The Consultant shall not assign (or
s ubcontract other than as specifically identified in Ex hibit A) its performance under
this Agreement or any portions of this Agreement without the prior written consent
of the City, which consent must be sought at least thirty (30) days prior to the date
of any proposed assignment.
12 .2 Any work o r services assigned or subcontracted hereunder s hall be subject to each
provision of this Agreement including Section 6, Public Records ; Section I 0 ,
Nondiscrimination ; proper bidding procedures where applicable ; and all local, State
and Federal statutes , o rdinances and guidelines.
12 .3 Any technical or professional service subcontract not li sted in this Agreement, must
have prior written approva l by the City.
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13. Termination.
13.1 Termination for Convenience. E ith er party may terminate thi s Agreement for any
reason upon giving the other party no le ss than ten ( 10) business days written notice
in advance of the effective date of such termination.
13.2 Termination for Cause. If the Consultant fa ils to perform in the manner called for
in this Agreement, o r if the Consultant fails to comply with any other provi s ions of
this Agreement and fails to correct such noncompliance within five (5) business
days of written notice thereof, the City may terminate thi s Agreement for cause.
Termination shall be effected by serving a notice of termination on the Consultant
setting forth the manner in which the Cons ultant is in default. The Consu ltant will
on ly be paid for serv ice s and expenses complying with the terms of this Agreement,
incurred prior to termination.
14. General Provisions.
14 .1 Fo r the purpose of this Agreement, time is of the essence.
14.2 otice. Notice provided for in thi s Agreement shall be sent by :
14.2.1 Personal serv ice upon the Project Administrators.
14.2.2 Certifi ed mail to the physical address of the parties, or by electronic
tran smiss ion to the e -mail addresses designated for the parties below.
14.3 The Project Administrator for the purpose of this Agreement s hall be:
14.3.1 For the City: Richa Sigdel, or his/her des ignee
Finance Director
525 North 3 rd A venue /PO Box 293
Pasco, WA 9930 l
(509) 545-3420
Sigdelrlapasco-wa.gov
14.3.2 For the Consultant: Michael DuRee, or his/her des ignee
1851 Heritage Lane, Suite 138
Sacramento, CA 95815
562.307.4335
mduree@a ptriton.com
15. Dispute Resolution.
15.1 Th is Agreement has been and s hall be construed as having been made and entered
into and delivered within the State of Was hington and it is agreed by each party
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16.
17.
18.
hereto that this Agreement shall be governed by the laws of the State of
Washington.
15.2 In the event of a dispute regarding the enforcement, breach, default, or
interpretation of this Agreement, the Project Administrators, or their designees,
shall first meet in a good faith effort to resolve such dispute. In the event the dispute
cannot be resolved by agreement of the parties, said dispute shall 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.
Nonwaiver. Waiver by the City of any provision of this Agreement or any time limitation
provided for in this Agreement shall not constitute a waiver of any other similar event or
other provision of this Agreement.
Integration. This Agreement between the parties consists in its entirety of this document
and any exhibits, schedules or attachments verified by initials as a part of Exhibit A. Any
modification of this Agreement or change order affecting this Agreement shall be in writing
and signed by both parties.
Authorization. By signature below, each party warrants that they are authorized and
empowered to execute this Agreement binding the City and the Consultant respectively.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the
date first written above.
CITY OF PASCO, WASHING TON
a .~
ATTEST:
Debra Barham, City Clerk
APPROVED AS TO FORM:
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G EMT Reimbursement Project
Michael DuRee, CEO, AP Triton LLC
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EXHIBIT A
The Ground Emergency Medical Transportation (GEMT) program was a result of House
Bill 2007 and passed during the 2015-16 legislative session . The GEMT program provides
supplemental payments to publicly owned or operated GEMT qualified providers.
Scope:
AP Triton will create and submit cost reports on behalf of the City as per requirements of
Washington State House Bill 2007. As part of the agreement, AP Triton will handle the
audit requirements as well.
Schedule:
AP Triton will complete the cost reports by December 31 , 2019. The organization will
handle the audit requirements for this cost report if/when the audit occurs on City's behalf.
Definitions:
GEMT Proceeds -The supplemental payments made to the City to cover the funding gap
between a provider's actual costs per GEMT transport and the allowable amount received
from Washington Apple Health (Medicaid) and any other sources of reimbursement.
V:1-New Sharedrive\ADMIN ASSISTANT\Projects\AP TritonlGEMT. Sep 2019\2019-09-19 PSA Exhibit A.docx