013-16 - The Doctors Clinic, PC - ContractCITY OF PORT ORCHARD PROFESSIONAL SERVICES AGREEMENT
Contract No. 013-16
THIS Agreement is made effective as of the 261h day of January, 2016, by and between the City
of Port Orchard, a municipal corporation, organized under the laws of the State of Washington,
whose address is:
CITY OF PORT ORCHARD, WASHINGTON (hereinafter the "CITY")
216 Prospect Street
Port Orchard, Washington 98366
Contact: Mayor Rob Putaansuu Phone: 360.876.4407 Fax: 360.895.9029
and The Doctor's Clinic Occupational Medicine Department, an Occupational Medicine Clinic,
organized under the Jaws of the State of Washington, doing business at:
The Doctors Clinic, PC (hereinafter the "CONSULTANT")
9621 Ridgetop Blvd NW
Silverdale, WA 98383
Contact: Marisa Clauson Phone: 360-782-3609 Fax: 360-782-3345
for professional services in connection with the following Project:
DOT/CDL Exam and Certifications which includes basic hearing and vision testing for the exam,
required vital signs and the required urinalysis.
TERMS AND CONDITIONS
1. Services by Consultant.
A. The services performed by the Consultant shall not exceed the Scope of Work without prior
written authorization from the City.
B. The City and Consultant may from time to time require changes or modifications in the
Scope of Work. Such changes, including any decrease or increase in the amount of compensation, shall be
agreed to by the parties and incorporated in written amendments to the Agreement.
2. Schedule of Work.
A. Consultant shall perform the services described above. If delays beyond Consultant's
reasonable control occur, the parties will negotiate in good faith to determine whether an extension is
appropriate.
B. Consultant is authorized to proceed with services upon receipt of a written Notice to
Proceed.
City of Port Orchard
Name of Contract
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3. Terms. This Agreement shall commence on January I, 2016, and shall terminate on December
31, 2016, unless extended or terminated in writing as provided herein.
4. Compensation.
❑ LUMP SUM. Compensation for these services shall be a Lump Sum of$
❑ TIME AND MATERIALS NOT TO EXCEED. Compensation for these services shall not exceed $
without written authorization and will be based on billing rates and reimbursable expenses attached
hereto as Exhibit A.
❑ TIME AND MATERIALS. Compensation for these services shall be on a time and material basis
according to the list of billing rates and reimbursable expenses attached hereto as Exhibit "
it
® OTHER. DOT physical exam - $103.00
DOT physical exam - $103.00
General physical exam- $85.00
OSHA Respirator Questionnaire only- $27.00
PFT (Spirometry) w/questionnaire- $51.00
Respirator Physical (if needed) - $45.00
5. Payment.
A. Consultant shall provide monthly invoices in a format acceptable to the City for work
performed to the date of the invoice.
B. All invoices shall be paid by City warrant within thirty (30) days of receipt of a proper
invoice. If the City objects to all or any portion of any invoice, it shall so notify the Consultant of the same
within fifteen (15) days from the date of receipt and shall pay that portion of the invoice not in dispute,
and the parties shall immediately make every effort to settle the disputed portion.
C. Consultant shall keep records and accounts pertaining to this Agreement available for
inspection by City representatives for three (3) years after final payment unless a longer period is required by a
third -party agreement. Copies shall be made available on request.
D. On the effective date of this Agreement (or shortly thereafter), the Consultant shall
comply with all federal and state laws applicable to independent contractors, including, but not limited to, the
maintenance of a separate set of books and records that reflect all items of income and expenses of the
Consultant's business, pursuant to Revised Code of Washington (RCW) 51.08.195, as required by law, to show
that the services performed by the Consultant under this Agreement shall not give rise to an employer -
employee relationship between the parties, which is subject to Title 51 RCW, Industrial Insurance.
E. If the services rendered do not meet the requirements of the Agreement, Consultant will
correct or modify the work to comply with the Agreement. City may withhold payment for such work until
the work meets the requirements of the Agreement.
City of Port Orchard
Name of Contract
Professional Service Agreement Contract No. 013-16
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6. Discrimination and Compliance with Laws
A. Consultant agrees not to discriminate against any employee or applicant for employment
or any other person in the performance of this Agreement because of race, creed, color, national origin,
marital status, sex, age, disability, or other circumstance prohibited by federal, state, or local law or
ordinance, except for a bona fide occupational qualification.
B. Even though the Consultant is an independent contractor with the authority to control and
direct the performance and details of the work authorized under this Agreement, the work must meet the
approval of the City and shall be subject to the City's general right inspection to secure the satisfactory
completion thereof. The Consultant agrees to comply with all federal, state and municipal laws, rules and
regulations that are now effective or become applicable within the terms of this Agreement to the
Consultant's business, equipment and personnel engaged in operations covered by this Agreement or
accruing out of the performance of such operations.
C. Violation of this Paragraph 6 shall be a material breach of this Agreement and grounds for
cancellation, termination, or suspension of the Agreement by City, in whole or in part, and may result in
ineligibility for further work for City.
7. Relationship of Parties. The parties intend that an independent contractor -client relationship
will be created by this Agreement. As the Consultant is customarily engaged in an independently
established trade which encompasses the specific service provided to the City hereunder, no agent,
employee, representative or sub -consultant of the Consultant shall be or shall be deemed to be the
employee, agent, representative or sub -consultant of the City. In the performance of the work, the
Consultant is an independent contractor with the ability to control and direct the performance and details
of the work, the City being interested only in the results obtained under this Agreement. None of the
benefits provided by the City to its employees including, but not limited to, compensation, insurance, and
unemployment insurance are available from the City to the employees, agents, representatives or sub -
consultants of the Consultant. The Consultant will be solely and entirely responsible for its acts and for
the acts of its agents, employees, representatives and sub -consultants during the performance of this
Agreement. The City may, during the term of this Agreement, engage other independent contractors to
perform the same or similar work that the Consultant performs hereunder.
8. Suspension and Termination of Agreement
A. Termination without cause. This Agreement may be terminated by the City or Consultant
with 60 days advance notification.
B. Termination with cause. The Agreement may be terminated upon the default of either
party.
City of Port Orchard
Name of Contract
Professional Service Agreement Contract No. 013-16
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C. Rights Upon Termination.
1. With or Without Cause. Upon termination for any reason, all finished or
unfinished documents, reports, or other material or work of Consultant pursuant to this
Agreement shall be submitted to City, and Consultant shall be entitled to compensation in
accordance with Section 4.above for any satisfactory work completed prior to the date of
termination, not to exceed the total compensation set forth herein. Consultant shall not be entitled
to any reallocation of cost, profit or overhead. Consultant shall not in any event be entitled to
anticipated profit on work not performed because of such termination. Consultant shall use its
best efforts to minimize the compensation payable under this Agreement in the event of such
termination. Upon termination, the City may take over the work and prosecute the same to
completion, by contract or otherwise.
2. Default by the Consultant. If the Agreement is terminated for default, the
Consultant shall not be entitled to receive any further payments under the Agreement until all
work called for has been fully performed. Any extra cost or damage to the City resulting from
such default(s) shall be deducted from any money due or coming due to the Consultant. The
Consultant shall bear any extra expenses incurred by the City in completing the work, including
all increased costs for completing the work, and all damage sustained, or which may be sustained
by the City by reason of such default.
3. Default by the City: If the Agreement is terminated for default, the City shall
submit payment to the Consultant within 15 calendar days of the termination for all services
performed under this agreement prior to the date of termination.
D. Suspension. The City or the Consultant may suspend this Agreement, at its sole
discretion. Any reimbursement for expenses incurred due to the suspension shall be limited to the
Consultant's reasonable expenses, and shall be subject to verification. The Consultant shall resume
performance of services under this Agreement without delay when the suspension period ends. The
Consultant may suspend service, at its sole discretion, for non-payment of services performed. Payment
shall be made in accordance with the section 5b of this agreement. Once timely payments have been
received from the City by the Consultant, the suspension may be lifted.
E. Notice of Termination or Suspension. If delivered in person, termination shall be
effective immediately upon receipt of the written notice or such date as stated in the s notice of
termination, whichever is later. Notice of suspension shall be given in writing upon one week's advance
notice. Such notice shall indicate the anticipated period of suspension. Notice may also be delivered at
the address set forth in Section 15 herein.
9. Standard of Care. Consultant represents and warrants that it has the requisite training, skill and
experience necessary to provide the services under this agreement and is appropriately accredited and
licensed by all applicable agencies and governmental entities. Services provided by Consultant under this
agreement will be performed in a manner consistent with that degree of care and skill ordinarily exercised
by members of the same profession currently practicing in similar circumstances.
10. Ownership of Work Product.
A. All data materials, reports, memoranda, and other documents developed under this
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Professional Service Agreement Contract No. 013-16
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Agreement whether finished or not shall become the property of City, shall be forwarded to City at its
request and may be used by City as it sees fit. Upon termination of this agreement pursuant to paragraph 8
above, all finished or unfinished documents, reports, or other material or work of Consultant pursuant to
this Agreement shall be submitted to City.
B. All written information submitted by the City to the Consultant in connection with the
services performed by the Consultant under this Agreement will be safeguarded by the Consultant to at
least the same extent as the Consultant safeguards like information relating to its own business. If such
information is publicly available or is already in Consultant's possession or known to it, or is rightfully
obtained by the Consultant from third parties, the Consultant shall bear no responsibility for its disclosure,
inadvertent or otherwise.
11. Work Performed at the Consultant's Risk. The Consultant shall take all precautions necessary
and shall be responsible for the safety of its employees, agents and sub -consultants in the performance of
the work hereunder, and shall utilize all protection necessary for that purpose. All work shall be done at
the Consultant's own risk, and the Consultant shall be responsible for any loss or damage to materials,
tools, or other articles used or held by the Consultant for use in connection with the work.
12. Indemnification. The Consultant shall defend, indemnify and hold the City, its officers,
officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or
suits, including all legal Costs and attorneys' fees, arising out of or in connection with the performance of
this Agreement, except for injuries and damages caused by the sole negligence of the City. The City's
inspection or acceptance of any of the Consultant's work when completed shall not be grounds to avoid
any of these covenants of indemnification.
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, agents and Volunteers, the Consultant's liability 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 THE PURPOSES
OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE
MUTUALLY NEGOTIATED THIS WAIVER. THE CONSULTANT'S WAIVER OF IMMUNITY
UNDER THE PROVISIONS OF THIS SECTION DOES NOT INCLUDE, OR EXTEND TO. ANY
CLAIMS BY THE CONSULTANT'S EMPLOYEES DIRECTLY AGAINST THE CONSULTANT.
13. 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, or
employees.
A. Minimum Scope of Insurance
Consultant shall obtain insurance of the types described below:
1. Workers' Compensation coverage as required by the Industrial Insurance Jaws of the
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State of Washington.
2. Professional Liability insurance appropriate to the Consultant's profession.
B. Minimum Amounts of Insurance
Consultant shall maintain the following insurance limits:
1. Professional Liability insurance shall be written with limits no less than $1,000,000
per claim and $1,000,000 policy aggregate limit.
C. Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions for
Automobile Liability, Professional Liability and Commercial General Liability insurance:
1. The Consultant's insurance coverage shall be primary insurance as respect the City.
Any insurance, self-insurance, or insurance pool coverage maintained by the City
shall be excess of the Consultant's insurance and shall not contribute with it.
2. 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.
D. Verification of Coverage
Consultant shall furnish the City with original certificates and a copy of the amendatory
endorsements upon request.
14. Assigning or Subcontracting. Consultant shall not assign, transfer, subcontract or encumber
any rights, duties, or interests accruing from this Agreement without the express prior written consent of
the City, which consent may be withheld in the sole discretion of the City.
15. Notice. Any notices required to be given by the City to Consultant or by Consultant to the City shall
be in writing and delivered to the parties at the following addresses:
Rob Putaansuu
Mayor
216 Prospect Street
Port Orchard, WA 98366
Phone: 360.876.4407
Fax: 360.895.9029
City of Port Orchard
Name of Contract
Professional Service Agreement Contract No. 013-16
THE DOCTORS CLINIC
Attn: Marisa Clauson
9621 Ridgetop Blvd NW
Silverdale, WA 98383
Phone: 360.782-3314
Fax: 360.782.3345
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16. Resolution of Disputes and Governing Law.
A. Should any dispute, misunderstanding or conflict arise as to the terms and conditions
contained in this Agreement, the matter shall first be referred to the Mayor, who shall determine the term or
provision's true intent or meaning. The Mayor shall also decide all questions which may arise between the
parties relative to the actual services provided or to the sufficiency of the performance hereunder.
B. If any dispute arises between the City and the Consultant under any of the provisions of this
Agreement which cannot be resolved by the Mayor's determination in a reasonable time, or if the
Consultant does not agree with the Mayor's decision on a disputed matter, jurisdiction of any resulting
litigation shall be filed in Kitsap County Superior Court, Kitsap County, Washington.
C. This Agreement shall be governed by and construed in accordance with the Jaws of the
State of Washington. In any suit or action instituted to enforce any right granted in this Agreement, the
substantially prevailing party shall be entitled to recover its costs, disbursements, and reasonable
attorney's fees from the other party.
17. General Provisions.
A. Non -waiver of Breach. The failure of either party to insist upon strict performance of any of
the covenants and agreements contained herein, or to exercise any option herein contained in one or more
instances, shall not be construed to be a waiver or relinquishment of said covenants, agreements, or options,
and the same shall be in full force and effect.
B. Modification. No waiver, alteration, modification of any of the provisions of this
Agreement shall be binding unless in writing and signed by a duly authorized representative of the City and
the Consultant.
C. Severability. The provisions of this Agreement are declared to be severable. If any
provision of this Agreement is for any reason held by a court of competent jurisdiction to be invalid or
unconstitutional , such invalidity or unconstitutionality shall not affect the validity or constitutionality of any
other provision.
D. Entire Agreement. The written provisions of this Agreement, together with any Exhibits
attached hereto, shall supersede all prior verbal statements of any officer or other representative of the
City, and such statements shall not be effective or be construed as entering into or forming a part of or
altering in any manner whatsoever, the Agreement or the Agreement documents. The entire agreement
between the parties with respect to the subject matter hereunder is contained in this Agreement and the
Exhibits attached hereto, which may or may not have been dated prior to the execution of this Agreement. All
of the above documents are hereby made a part of this Agreement and form the Agreement document as fully
as if the same were set forth herein. Should any language in any of the Exhibits to this Agreement
conflict with any language contained in this Agreement, then this Agreement shall prevail.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year set forth above.
City of Port Orchard
Name of Contract
Professional Service Agreement Contract No. 013-16
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CITY OF PORT ORCHARD,
WASHINGTON
By:
Rob Putaansuu
Mayor
Date:
Attest:
CONSULTANT
Name: Randy Moeller, MD
Title: President
Date: January 14, 2016
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By: Q O R
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Brandy Rinearson,1�—�, �; o
City Clerk
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APPROVED AS TO FORM:
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City Attorney
City of Port Orchard
Name of Contract
Professional Service Agreement Contract No. -16
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