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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 Professional Services Agreement -AP Triton GEMT Re imbursem ent Project Page I of9 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 Profe ss io nal Services Agreement -AP Trito n GEMT Reimbursement Proj ect Page 2 of9 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 Profe ss io nal Services Agreement -AP Triton GEMT Reimbursement Project Page 3 o f9 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. Professio nal Services Agreement -AP Triton GEMT Reimburse ment Project Page 4 of9 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. Professional Services Agreement -AP Triton GEMT Reimburs ement Project Page 5 of 9 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 . Professional Services Agreement -AP Triton GEMT Reimbursement Project Page 6 of9 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. Professional Servic e s Agreement -AP T rito n GEMT Reimbursement Project Page 7 of9 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 Professional Services Agreement -AP Triton GEMT Reimbursement Project Page 8 of9 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: Professional Services Agreement -AP Triton G EMT Reimbursement Project Michael DuRee, CEO, AP Triton LLC Page 9 of9 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