HomeMy WebLinkAboutMichael Hendricks - PSA for COVID-19 Testing SitePROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into between he City of P sco, a W shington
Municipal Corporation, hereinafter referred to as "City", and between
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hereinafter referred to as "Contractor effective 31 day of August, 2020
RECITALS
WHEREAS, the City desires to have certain services and/or tasks performed as set forth
below in Appendix A, requiring specialized skills, training, equipment, and other supportive
capabilities; and
WHEREAS, the Contractor 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:
Scope of Services. The Contractor shall perform such services and accomplish such tasks,
including the furnishing of all labor necessary for full performance thereof, as identified
and designated as Contractor's Responsibilities throughout this Agreement, and as more
particularly described in Scope of Work detailed in Appendix A, attached hereto and
incorporated herein (the "Project"). The City and Contractor shall mutually agree upon
the work schedule, tasks and other assignments which shall fall within the contractor's
scope of work.
2. Term. This Project shall begin on the effective date listed above and promptly be
completed by the end of funding by the Health Department.
3. Compensation and Payment.
3.1 Payment for services provided hereunder shall be made following the performance
of such services. The City shall pay the Contractor $65.00 per hour and such
payment shall be full compensation for work performed or services rendered.
3.2 No payment shall be made for any services rendered by the Contractor except for
services identified and set forth in this Agreement and except as may be authorized
by a written supplemental agreement approved by the City.
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3.3 The City shall pay the Contractor for work performed under this Agreement upon
timely submitted invoices listing the dates/hours of work performed and expenses
if any, for which reimbursement is sought. The City shall approve all invoices
before payment is issued. Payment shall occur within fifteen (15) days of receipt
and approval of an invoice.
4. City Property.
4.1 Contractor acknowledges and agrees that while performing work for the City, the
Contractor may be provided with use of office space, computer equipment, and
other property of the City deemed necessary by the Fire Chief. The use and
possession of such items shall be subject to any policies, requirements or
restrictions established by the City. Such items may only be used in the
performance of the Contractor's duties for the City. ON request of the City, the
Contractor shall immediately deliver any such items to the City. Upon termination
of this agreement, Contractor shall have the affirmative duty to return any such
items to the City whether a request is made or not. The obligation to return City
property shall extend to and include any and all work product.
5. Ownership and Use of Documents.
5.1 All research, tests, surveys, preliminary data, information, drawings and documents
made, collected, or prepared by the Contractor 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. Any work product used by the Contractor 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 Contractor's default, or in the event that this Agreement is
terminated prior to its completion, the work product of the Contractor, 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. If the Agreement is terminated
through convenience by the City, the City agrees to pay Contractor for the
preparation of the summary of services provided.
5.3 All Work Product shall be subject to the following:
1) All final reports, presentations and testimony prepared by Contractor shall
be considered Work Product and the property of the City.
2) The City shall have the right, upon reasonable request, to inspect, review
and copy any Work Product. In the event that Contractor shall default on
this Agreement, or in the event that this Agreement shall be terminated
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prior to its completion as herein provided, the work product of Contractor,
along with a summary of work done 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 work done shall be prepared at no additional cost, if the
Agreement is terminated through default by Contractor. If the Agreement
is terminated through convenience by the City, the City agrees to pay
Contractor for the preparation of the summary of work done.
4) Contractor shall maintain all documents associated with work performed
under this Agreement for a minimum period of six (6) years after
completion of the work. This provision shall survive termination of this
Agreement.
5) If the Contractor becomes a custodian of public records of the City and a
request for such records is received by the City, Contractor shall respond to
the request by the City for such records within five (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. Provisions of
Section 5 in this Agreement ("Hold harmless agreement; indemnification")
shall specifically apply to any claim arising out of Contractor's failure to
properly maintain or timely produce records as described herein and as
otherwise required by law.
6. Independent Contractor Relationship.
6.1 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
Contractor shall not be deemed to be an employee, agent, or officer of the City for
any purpose, and shall not be entitled to any of the benefits or privileges the City
provides for its employees except as specifically stated herein.
6.2 In the performance of the services provided in this Agreement, Contractor 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.
6.3 The Contractor shall comply with all State and Federal laws in performance of the
services contemplated herein.
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7. Indemnification/ Hold Harmless. The City shall defend, indemnify and hold the
Contractor, its officers, officials, employees and volunteers harmless from any and all
claims, injuries, damages, losses or suits including attorney fees, arising out of or in
connection with the performance of this Agreement, except for injuries and damages
caused by the Contractor's sole negligence. 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 Contractor and the City, its
officers, officials, employees, and volunteers, the Contractor's liability hereunder shall be
only to the extent of the Contractor's negligence. The provisions of this section shall
survive the expiration or termination of this Agreement.
8. Assipanment and Subcontracting.
8.1 The City has awarded this Agreement to the Contractor due to its unique
qualifications to perform these services. The Contractor shall not assign (or
subcontract other than as specifically identified in Appendix 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 three (3) days prior to
the date of any proposed assignment.
8.2 Any technical or professional service subcontract not listed in this Agreement, must
have prior written approval by the City.
9. Nondiscrimination. In the performance of this Agreement, the Contractor 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 Contractor 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.
Contractor 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.
10. Termination.
10.1 Termination for Convenience. Either party may terminate this Agreement for
any reason upon giving the other party no less than ten (10) business day's written
notice in advance of the effective date of such termination.
10.2 Termination for Cause. If the Contractor fails to perform in the manner called for
in this Agreement, or if the Contractor fails to comply with any other provisions of
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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 effected by serving a notice of termination on the Contractor
setting forth the manner in which the Contractor is in default. The Contractor will
only be paid for services and expenses complying with the terms of this Agreement,
incurred prior to termination.
11. Dispute Resolution.
11.1 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
hereto that this Agreement shall be governed by the laws of the State of
Washington.
11.2 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.
12. Nonwaiver.
12.1 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.
13. Integration.
13.1 This Agreement between the parties consist 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.
14. Authorization.
14.1 By signature below, each party warrants that they are authorized and empowered
to execute this Agreement binding the City and the Contractor respectively.
15. Indemnification.
15.1 The Contractor shall defend, indemnify, and hold harmless the City, its officers,
officials, agents, employees, and volunteers from any and all claims and causes of
action, including, but not limited to, actions of law or administrative proceedings
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for all injuries to persons or damages to property, and all losses, damages, demands,
suits, 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 Contractor or its subcontractors in the performance of this Agreement, except
for injuries and damages caused by the sole negligence of the City, its officers,
employees, agents, and volunteers.
15.2 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 resulting from the concurrent
negligence of the Contractor, and the City, its officers, employees, agents and
volunteers, the Contractor's liability and obligation to defend hereunder shall only
be the proportionate extent of the Contractor's negligence.
15.3 It is further agreed that the indemnification provided herein constitutes the
Contractor's waiver of immunity under Industrial Insurance, Title 51 RCW, solely
for the purposes of this indemnification.
15.4 No liability shall attach to the City by reason of entering into this Agreement except
as expressly provided herein.
15.5 This indemnification shall include damages, penalties and attorney fees sustained
as a result of Contractor's delayed or failed performance of Section 6 above.
15.6 This waiver has been mutually negotiated by the parties, and the provisions of this
section shall survive the expiration or termination of this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on this _3_
day of _December, 2020.
CITY OF PASCO, WASHINGTON
Dave Zabell, City ager
ATTEST:
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Debbie Barham, City Clerk
APPROVED AS TO FORM:
nc ergu�torney
Professional Services Agreement- "COVID test site overhead" Page 6
Benton -Franklin Community Test Site — Appendix A
09.14.2020
Benton Franklin Health District: (Commons and DOH will support)
• Test site selection and securing appropriate contracting documentation with site owner
• Infection control protocols, initial inventory of PPE and put in place a system for on-going
inventory management
• Long terms procurement of supplies --- Ongoing Kits, PPE
• Local procurement of technology/tents/tables/supplies to operate test site (as needed)
• Logistics support
• Patient communication design including multi-lingual patient handouts and scripts that
incorporate language accessibility
• Provide signage and supplies to manage flow and redirect traffic (e.g., pylons, barricades),
and support accessibility goals
• Ordering Physician unless otherwise provided by EMS Medical Command
• Lab Courier Service (maybe bundled with reference lab contract)
• Set up notification process / customer service for positive patients (consider contract /
partnering with local agency)
• Facilitate on-site staff access to Language line for non-English speaking customers
Pasco Fire: (Commons, EOC and GCACH will support)
• Local test site command (scheduling/daily operations)
• Recruit Columbia Safety to run daily test site operations
• Ensure Local test site is supplied/organized to operate
Timely requests to EOC for any supplies to ensure no gaps in materials
• Site plan including an agreed upon traffic flow with local jurisdiction
• Supervise and assure safety for all personnel while onsite
• Monthly financial activity reports detailing expenditures for which reimbursement is
requested
• Monthly labor reports to BFHD for direct payment (Fire District name, employee name,
date(s), hours worked and any other documentation to assist DOH with validation of invoices
to reimburse Fire Districts for operational labor support)
• Maintain additional financial backup documentation such as payroll and general ledger and
provide upon request
• Other reporting as requested by DOH
• A positive patient experience
Greater Columbia ACH: (Pasco Fire and EOC will support)
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• Developing and implementing marketing strategy for test site
• Partner with local community advocates, employers, leaders and county agencies to ensure
community is knowledgeable about test site.
Columbia Safety: (Pasco Fire to support)
• Recruiting, hiring, onboarding, and continued HR support of Schawbers, Registered
Technician Leads, Registered Technicians, and Traffic Positions
• A positive patient experience
DOH/HCA: (EOC and Commons will support)
Funding for BFHD and Pasco Fire to set up and operate test sites
Reference Lab and software selection/contracting with those suppliers
Ongoing Kits, PPE as needed
EPIC/OCHIN: (Commons will support)
• Provide technical software to support customer registration, sample collection, lab processing,
and result notification
Provide dry run and launch support to site team and staff
Work with UW Med Lab, Commons and site team to ensure quick resolution of any IT related
bugs/issues
UW Med Lab: (Pasco Fire and BFHD will support)
• Provide testing for all samples collected at site
• Provide technical and workflow feedback related to specimen collection errors
• Provide courier services and pick-up on-site Thursday -Monday
• Provide cardboard test tube containers to BFHD
Commons: (ECIC and DOH will support)
• Overall Program Management
• Consumer marketing/ demand generation for local site/registration website
• Configuration of registration software/timekeeping and related technology
• Initial training and scheduling of personnel to administer tests, registration staff, traffic
control, and parking enforcement
• Establish on-site laboratory protocols and create touchpoints between CTS, site supervisors
and lab to ensure open communication and continuous improvement
• Support local Fire with initial set up, training and site operations
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