HomeMy WebLinkAboutYakima Worker Care, PLLC - Professional Services ContractI_1 L O
THIS PROFESSIONAL SERVICES CONTRACT is made and entered into by and
between the City of Yakima, a Washington municipal corporation (hereafter referred to as the
"City"), and the Y a k i m a Worker Care, PLLC, a Washington for -profit corporation (hereafter
referred to as the "Clinic").
WHEREAS, the City desires to enter into a professional services Contract with Clinic to
provide over 35 and Hazmat physical services for the Yakima Fire Department.
NOW, THEREFORE, in consideration of the mutual covenants, promises, and
agreements set forth herein, it is agreed by and between the City and Clinic as follows:
Section 1. Scope of Work
Scope of Services: Clinic agrees to provide turnkey medical and hazmat physicals, for Fire
Department employees. Clinic shall comply with all applicable medical standards, Federal, State
and Local government safety codes, laws, and regulations relating to these physicals.
2.1 The period of performance under this Contract will be five -hundred and four (504) days;
commencing at 12:01 a.m. on August 15, 2021, and continuing until midnight on
December 31, 2022, unless earlier terminated by either party in accordance with Section
14 of this Contract. The City reserves the right to extend this Contract for two (2) additional
one (1) year periods.
Section 3. Compensation and Payment
3.2 The City shall pay Clinic $575.00 for the over 35 physicals and $715.00 for the HAZMAT
physicals. Clinic will send their applications for payment to: City of Yakima, Accounts
Payable, 129 North 2nd Street, Yakima, WA 98901.
3.3 Payments shall be made within thirty (30) calendar days of approval of Clinic's
application. Interest on payments made after thirty (30) calendar days shall be at the
rate of one half percent per month.
Section 4. Performance by Clinic
4.1 Clinic shall perform the services in a timely manner and in accordance with the
standards of the Contract and state and federal statutory requirements. At the time
of performance, Clinic shall be properly licensed, equipped, organized, and financed
to perform the services in accordance with this Contract. If Clinic subcontracts part of
Contract Between the City of Yakima
and Yakima Worker Care, PLLC
Page 1
its performance under the Contract, Clinic shall ensure that the subcontractor performs
the work in accordance with the provisions of this Contract and complies with state
and federal statutory requirements. Subject to compliance with the requirements of
this Contract, Clinic shall perform the services in accordance with its own methods.
4.2 Clinic may use LabCorp, CRL, FastTex and Heart Central of WA
to complete the physicals and shall not (by contract, operation of law or
otherwise) delegate or subcontract performance of any services to any other person
or entity without the prior written consent of the City. Any such delegation or
subcontracting without the City's prior written consent shall be voidable at the City's
option.
4.3 No delegation of subcontracting of performance of any of the services, with or without
the City's prior written consent, shall relieve Clinic of its responsibility to perform the
services in accordance with this Contract. Clinic shall be fully responsible for the
performance, acts and omissions of Clinic's Board of Directors members, employees,
authorized volunteers, subcontractors, and any other person who performs or furnishes
any services.
4.4 Clinic shall take all reasonable precautions to protect against any bodily injury (including
death) or property damage that may occur in connection with the services.
Section 5. Compliance with Laws
5.1 Clinic shall comply with all applicable laws, ordinances, rules, regulations, orders,
licenses, permits, and other requirements, now in effect, of any governmental authority
(including, but not limited to, such requirements as may be imposed upon the City and
applicable to the services). Clinic shall furnish such documents as may be required to
effect or evidence such compliance.
Section 6. Independent Contractor Status of Clinic
6.1 Clinic and the City understand and expressly agree that Clinic is an independent
contractor in the performance of each and every part of this Contract. Clinic expressly
represents, warrants and agrees that its status as an independent contractor in the
performance of the work and services required under this Contract is consistent with and
meets the six -part independent contractor test set forth in RCW 51.08.195. Clinic, as an
independent contractor, assumes the entire responsibility for carrying out and
completing the work/services required under this Contract. Clinic shall be responsible for
ensuring that all employees, agents and subcontractors are qualified, licensed, and
authorized to perform the functions necessary to perform this Contract, with any and all
required fees and permits paid and in good standing, in accordance with law. Clinic
and its employees shall make no claim of City employment nor shall claim against the
City any related employment benefits, social security, and/or retirement benefits. Clinic
shall not represent that it is, nor hold itself out as, an agent or representative of the City.
In no event shall Clinic be authorized to enter into any agreement or undertaking for or
on behalf of the City.
EMITIMMI
Contract Between the City of Yakima
and Yakima Worker Care, PLLC
Page 2
7.1 Clinic shall be solely responsible for and shall pay all t axes, d e d u c t i on s , and
assessments, including but not limited to federal income tax, FICA, social security
tax, assessments for unemployment and industrial injury insurance, and other
deductions from income which may be required by law or assessed against either
party as a result of this Contract. In the event the City is assessed a tax or assessment
as a result of this Contract, Clinic shall pay the same before it becomes due.
8.1 Clinic shall comply with the provisions of RCW Title 51, Industrial Insurance. For the
duration of this Contract, Clinic shall provide or purchase industrial insurance coverage
for its employees, as may be required of an "employer" as defined in RCW Title 51,
and shall maintain full compliance with RCW Title 51.
9.1 During the performance of this Contract, Clinic shall not discriminate in violation of
any applicable federal, state and/or local law or regulation on the basis of age, sex,
race, creed, religion, color, national origin, marital status, disability, honorably
discharged veteran or military status, pregnancy, sexual orientation, and any other
classification protected under federal, state, or local law. This provision shall include but
not be limited to the following: employment, upgrading, demotion, transfer, recruitment,
advertising, layoff or termination, rates of pay or other forms of compensation, selection
for training, and the provision of services under this Contract.
10.1 Clinic agrees to provide Yakima Fire Department or any of their duly authorized
representatives access to any books, documents, papers, and records of the Contractor
that are directly pertinent to this Contract for the purposes of making audits,
examinations, excerpts and transcriptions. The Clinic also agrees to permit any of the
foregoing parties (at their costs) to reproduce by any means whatsoever any excerpts
and transcriptions as reasonably needed, and to permit said parties to interview
Clinic's employees during work hours on thejob.
The Clinic agrees to maintain all books, records, accounts and reports required under
this Contract for a period of not less than three (3) years after the date of termination
or expiration of this Contract, except in the event of litigation or settlement of claims
arising from the performance of this Contract, in which case the Clinic agrees to maintain
same until City or any of their duly authorized representatives, have disposed of all such
litigation, appeals, claims or exceptions related thereto.
Clinic shall promptly furnish the City with such information related in the services as may
be requested by the City. Until the expiration of three (3) years after termination of this
Contract, Clinic shall provide the City access to (and the City shall have the right to
examine, audit and copy) all of Clinic's books, documents, papers and records which
are related to the services of this Contract.
Contract Between the City of Yakima
and Yakima Worker Care, PLLC
Page 3
11.1 Clinic agrees to proteot, dmfend, indennnifu, and hold harmless the Citv, its elected
off|c|o|s, off|cere, ennp|oyeeo, aQente, and volunteers from any and all n|ainna. demands,
|oeeee. |imno. |iabi|itimn, penalties, fines, |evvau|by, and other proceedings and all
judgnnenba, mxverde, costs and mnpenmam (including namoonob|e attorneys' fees and
disbursements) resulting from death or bodily injury to any person or damage or
destruction to o third party or third parties to the extent caused by any negligent oo1
and/or omission of C|in|c, its oMDceno, ernp|oyeen, oQente, volunteers end/or
subcontractors, arising out ofthe performance ofthis Contract.
11.2 Nothing contained in this Section or this Contract shall be construed to create a ||abi|hx
or a right of indemnification in any third party.
12.1 At all Unnem during performance of the menvinea. Clinic shall secure and maintain in
effect insurance to protect the City and Clinic from and against all n|a|nno. damages,
|ossen, and expenses arising out of or resulting from the performance of this Contract.
Clinic shall provide and maintain in force insurance in limits no less than that stated
be!ovv, as applicable. The City nasan/gs the right to require higher limits should it deem it
necessary inthe best interest mfthe public.
12.2 Before this Contract kafully executed by the parti8s.
Clinic ehoU provide the City with a certificate of insurance as proof of connnlencie|
liability insurance with e total nnin|nnunn liability limit of Two Million ODU@nS
($2.000.000.00) per occurrence combined single limit bodily injury and property
donnegm. and Three Million [}m||ens ($3.008.000.00)gmnora| aggregate. The certificate
aho|| clearly state who the provider is, the coverage amount, the policy nunnber, and
when the policy and provisions provided are in effect. Said policy ahm|| be in effect for
the duration of this Contract. The policy shall contain a clause that the insurer will
not cancel or change the insurance without first giving the City thirty (3O) calendar days
prior written notice (any |enguoQm in the clause to the effect of "but failure to mail such
notice oho|| |nnpVee no obligation or liability of any kind upon the company" shall be
crossed out and initialed by the insurance agent). The insurance shall be with an
insurance company or companies rated A,V|| or higher in Beet'o Guide and admitted in
the State ofWashington.
12.3 Professional Liability (Errors and Dnn|am|one). Before this Contract is fully executed by
the partias. Clinic shall provide the City with a certificate of insurance as evidence of
Professional Liability Insurance with coverage of at least One Million [}oUann
($1.000.000.0[) per occurrence and an annual aggregate limit of at least One Million
C>o||arm ($1.000.000:00). The certificate shall clearly state who the provider is, the
amount of coverage, the policy number, and when the policy and provisions provided are
in effect. The insurance eho|| be with an insurance company rated A-V|| or higher in
Beet'o Guide. If the policy is on a o|eirns made bonio. the retroactive date of the
insurance policy aho|| be on orbefore the inception date ofthe Contract, or shall provide
full prior acts. The insurance coverage shall remain in effect during the term of this
Contract and for aminimum mfthree (3)years following the termination ofthis Contract.
Contract Between the City mfYakima
and Yakima Worker Care, PLUC
Page
13.1 The City may, at any time by written notice thereof to Clinic, make changes in the
services within the general scope of this Contract (including, but not limited to, additions
to or deletions from any services, suspension of performance and changes and location
of performance).
13.2 If any change under paragraph 13.1 causes a significant increase or decrease in the cost
of the time required for performance of the services, an equitable adjustment in the
compensation and schedules under this Contract shall be negotiated to reflect such
increase or decrease, and this Contract shall be modified in writing accordingly. Such
equitable adjustment shall constitute full compensation to Clinic for such change. If
any change under paragraph 13.1 results in a decrease in the services to be performed,
Clinic shall not be entitled to anticipated profit on services not performed and the loss of
anticipated profit shall not reduce the decrease in compensation under this Contract
resulting from such exchange. Further, Clinic shall not be entitled to any reallocation of
cost, profit or overhead.
13.3 Notwithstanding any dispute or delay in arriving at a mutually acceptable equitable
adjustment under paragraph 13.2, Clinic shall immediately proceed with performance of
the services as changed pursuant to paragraph 13.1. 1 f Clinic intends to assert a
claim for equitable adjustment under paragraph 13.1, Clinic must, within sixty (60)
days after Clinic's receipt of any notice under paragraph 13.1 that does not set forth an
acceptable adjustment, submit to the City a written statement of the basis and nature
of the adjustment claimed. Clinic shall not be entitled to any adjustment unless such
written statement is submitted by Clinic to the City within the applicable period.
• a :
14.1 The City may, by giving Clinic sixty (60) calendar days written notice of termination,
terminate this Contract as to all or any portion of the services not then performed,
whether or not Clinic is in breach or default, and with or without cause. Upon receipt
of any such notice of termination, Clinic shall, except as otherwise directed by the City,
immediately stop performance of the services to the extent specified in such notice.
Clinic shall have the same termination rights as the City as specified in Section 14.
14.2 If the City purports to terminate or cancel all or any part of this Contract for Clinic's
breach or default when Clinic is not in breach or default which would permit such
termination or cancellation, such termination or cancellation shall be deemed to
have been a termination by the City pursuant to paragraph 14.1 and the rights of
the parties shall be determined accordingly.
Section 16. Miscellaneous
15.1 Assignment. This Contract, or any interest herein, or claim hereunder, shall not be
assigned or transferred in whole or in part by Clinic to any other person or entity without
the prior written consent of the City. In the event that such prior written consent to an
assignment is granted, then the assignee shall assume all duties, obligations, and
liabilities of Clinic stated herein.
15.2 No Conflict of Interest. Clinic represents that it or its employees do not have any
interest and shall not hereafter acquire any interest, direct or indirect, which would
Contract Between the City of Yakima
and Yakima Worker Care, PLLC
Page 5
conflict in any manner or degree with the performance of this Contract. Clinic further
covenants that it will not hire anyone or any entity having such a conflict of interest
during the performance of this Contract.
15.3 No Insurance. It is understood that the City does not maintain liability insurance for
Clinic and/or its officers, employees, agents, instructors, and/or subcontractors.
15.4 Severabifily. If any portion of this Contract is changed per mutual agreement or
any portion is held |nVe|id. the remainder of the Contract shall remain in full force and
15.5 Integration. This written document constitutes the entire agreement between the City and
Clinic. There are no other oral or written Contracts between the parties as to the
subjects covered herein. No changes or additions to this Contract eheU be valid or
binding upon either party unless such change or addition be in writing and executed by
both parties.
15.0 Notices. Unless stated otherwise herein, all notices and demands shall be in writing and
sent or hand delivered to all the parties and people to their addresses as follows:
Bob Harrison, City Manager
City ofYakima
Yakima City HaU—First Floor
128North Second Street
Yakima, VVAB89U1-2613
(508)575-6040
Aaron Markham, Fire Chief
City ofYakima Fire Department
401 North Front Street
Yakima, VVA888U1
(509)575-6060
TOYAJ9MWORKER CARE,PILLC:
Julie Pa|nnendmz.CEO
Yakima Worker Care, PLLC
4OBS.12mAvenue
Yakima, WA 98902
Phone: (5Qg)575-3677
or to such other addresses or people as the parties may hereafter designate in writing.
Notices and/or demands ehmU be oerd by both regular and first o|aan nnaU, and by registered
or certified nnai|, postage prepaid, orhand delivered. Such notices shall bedeemed effective
when hand delivered at the addresses specified above, or three (3) days after the dote of
mailing to the addresses specified above.
15.7 Goveming Law. This Contract shall be governed by and construed in accordance
with the laws of the State of Washington.
Contract Between the City ofYakima
and Yakima Worker Care, PLUC
15.8 Venue. The venue for any action to enforce or interpret this Contract shall lie in the
Superior Court of Washington for Yakima County, Washington.
Director
Date: 31
ATTEST: " *or A fvi
xJP
inya CRC r Tee, City Clerk tpti
Contract No. . ... .... .. �iA — 1-22
Resolution No,: MA —
Contract Between the City of Yakima
and Yakima Worker Care, PLLC
Page 7
STATE [}FVVASH|WGTON
) S&
COUNTY C)FYAK|MA �
|certify that | know orhave satisfactory evidence that Robert Harrison iethe person who
appeared before me, and said person acknowledged that hesigned Uhis inetnunnent, on oath
stated that hewas authorized 0oexecute the instrument, and acknowledged it aethe City Manager
of the City of Yakima, to be the free and voluntary act of such party for the uses and purposes
mentioned inthe instrument.
DATED this. Noday of August, 2021.
ip
Print Name:
4, Notary Public in and for the State of
Washington, residing at Ui4�ryxk
My appointment expires: �2-1
STATEC}F
ae.
COUNTY OF YAKIMA
|certify that | know orhave satisfactory evidence that Julie Pa|mamdez is the person who
appeared before me, and said person acknowledged that hesigned Uhia inetnunnent, on oath
stated that hawas authorized to execute the instrument, and acknowledged it as the Director for
Yakima Worker Care, PLLC, to be the free and voluntary act of such party for the uses and
purposes mentioned inthe instrument.
Print Name: S
Notary Public in and for the St of
Contract Between the City ofYakima
and Yakima Worker Care, PLLC
Page