HomeMy WebLinkAbout111521ca10 615 Sheridan Street
47—N-ffPort Townsend, WA 98368
Ajson www.JeffersonCountyPublicHealth.org
Consent Agenda
Public Healt
JEFFERSON COUNTY
BOARD OF COUNTY COMMISSIONERS
AGENDA REQUEST
TO: Board of County Commissioners
Mark McCauley, Interim County Administrator
FROM: Apple Martine, Public Health Director
DATE: November 15, 2021
SUBJECT: Agenda Item — Professional Services Agreement; Jefferson County Public
Health and Jefferson Healthcare; COVID-19 Vaccination Services, vaccinator
staff to assist in deploying mass COVID-19 vaccination clinics throughout
Jefferson County; November 10, 2021 — February 28, 2022; eligible direct
costs
STATEMENT OF ISSUE:
Jefferson County Public Health (JCPH) requests Board approval of a Professional Services Agreement with
Jefferson Healthcare. Jefferson Healthcare to subcontract as provider of individual vaccinators at JCPH/DEM
mass COVID-19 vaccination clinics and to conduct clinics throughout Jefferson County; November 10, 2021 —
February 28, 2022; eligible direct costs.
ANALYSIS/STRATEGIC GOALS/PRO'S and CON'S:
This agreement is between JCPH and Jefferson Healthcare, for Jefferson Healthcare to provide individual
vaccinators at JCPH mass COVID-19 vaccination clinics and to conduct clinics within Jefferson County during
the period of time necessary to administer COVID-19 vaccinations to Jefferson County residents.
FISCAL IMPACT/COST BENEFIT ANALYSIS:
JCPH agrees to reimburse Jefferson Healthcare for up to 100% of eligible direct costs for mass vaccination
clinic expenses as described in this Agreement during the Period of Performance.
Community Health
Developmental Disabilities Environmental Public Health
360-385-9400 360-385-9444
360-385-9401 (f) (f) 360-379-4487
Always working for a safer and healthier community
N-21-061
RECOMMENDATION:
JCPH management requests approval of the PSA with Jefferson Healthcare; November 10, 2021 — February
28, 2022; eligible direct costs.
REVIEWED BY:
Mark McCauley, erim County Administrates Date
Community Health Environmental Public Health
Developmental Disabilities 360-385-9444
360-385-9400 Always working for a safer and healthier community (f) 360-379-4487
360-385-9401 (f)
PROFESSIONAL SERVICES AGREEMENT
Between
JEFFERSON COUNTY PUBLIC HEALTH
And
JEFFERSON COUNTY PUBLIC HOSPITAL DISTRICT NO. 2
(JEFFERSON HEALTHCARE)
This Professional Services Agreement("Agreement") is made and entered into between Jefferson
County Public Health, a Local Health Jurisdiction organized pursuant to Chapter 70.05 Revised Code of
"LHJ," and Jefferson
and Chapter 8.00 Jefferson CountyCode, hereinafter referred to as LHJ,
Washingtonp
County Public Hospital District No. 2 (Jefferson Healthcare),hereinafter referred to as"Subcontractor
OR Subrecipient." The parties mutually agree as follows:
1. Period of Performance: The period of performance of this Agreement shall begin November
10, 2021 and be completed no later than February 28, 2022 unless terminated sooner or extended
as provided for herein.
2. Purpose: Jefferson County is committed to quickly,efficiently, and equitably vaccinating all
eligible persons against COVID-19 to stop the spread of this disease and help end the COVID-19
pandemic. This requires collaboration and coordination between the LHJ,healthcare providers,
and other entities. This Agreement provides a means for Subcontractor, who is (a)providing
vaccinators to support the LHJ's mass vaccination clinics and/or(b)partnering with their
jurisdictional partners to conduct mass COVID-19 vaccination clinics within Jefferson County,
to receive federal reimbursement for allowable expenses.
3. Qualifications/Eligibility:
A. Subcontractor will have the qualifications necessary to successfully complete the objectives
of this Agreement. Subcontractor hereby affirms that he/she is eligible to work in the United
States as set forth in the Immigration Reform and Control Act(IRCA).
B. Eligible costs for the Period of Performance include medical and support staff for planning,
management, support, and operations, including wrap-around services for staff(i.e., meals,
mileage, etc. as necessary) for mass vaccination clinics held in Jefferson County.
C. Regular and overtime pay associated with mass vaccination clinic operations under this
Agreement is allowable for all staff working under this Agreement,and must be billed as a
direct charge. Timesheets are required documentation and must be available upon request by
the LHJ or Washington State Department of Health(DOH). Timesheets shall include time-in
/time-out and a brief description of the billable activity.
D. Indirect rates are not eligible for reimbursement under this Agreement.
E. Eligible equipment for applicable services includes facility infection control measures,
personal protective equipment(PPE), storage equipment, coolers, freezers, temperature
monitoring devices, portable vaccine units for transportation, supplies such as emergency
medical supplies (for emergency medical care needs that may arise in the administration of
vaccine), containers for medical waste disposal, and storage equipment as needed for
canisters of liquid nitrogen or dry ice. Eligible equipment purchases for reimbursement under
N-21-061
this Agreement shall not exceed$5,000 per piece. Equipment costs greater than$5,000 per
piece must be preapproved before purchase and reimbursement by LHJ and DOH, and should
be leased rather than purchased.
F. Any diversion from the preceding list of pre-approved expenses will require a narrative on
the purchase rationale and will be subject to LHJ and DOH approval prior to reimbursement.
4. Services: Refer to ATTACHMENT A Scope of Work.
A. Subcontractor agrees to provide its own labor and materials. Unless otherwise provided for
in the agreement,no material, labor or facilities will be furnished by the LHJ.
B. Subcontractor will perform the work specified in the Agreement and provide the required
deliverables according to standard industry practice.
C. Subcontractor has not billed Medicare, Medicaid, or other insurance for services provided at
LHJ's COVID-19 mass vaccination clinics.
5. Compensation: The LHJ agrees to reimburse Subcontractor for up to 100%of eligible direct.
costs for mass vaccination clinic expenses as described in this Agreement during the Period of
Performance. Reimbursement will be based on the invoices submitted by Subcontractor using a
monthly cost worksheet provided by the LHJ. Subcontractor will be reimbursed only for work
expressly authorized in the Agreement and only for qualified expenses as described in the
Washington State Department of Health's Mass Vaccination Funding Guidance for Local Public
Health Jurisdictions(dated March 19, 2021) (ATTACHMENT B). Subcontractor will not be
entitled to reimbursement for any services that were performed prior to the effective date of the
Agreement or after its termination unless a provision of the Agreement expressly provides
otherwise. Subcontractor shall submit reimbursement requests and required reports on a monthly
basis.
6. Federal Source of Funds: The funding source for this Agreement is Federal and is a
subcontract through the Washington State Department of Health and the LHJ. The Assistance
Listing number is 97.036 and the BARS code is 333.97.03.
7. Emergency Waivers of Existing Procurement Procedures. In March 2020, Jefferson County
issued an emergency proclamation regarding the COVID-19 pandemic. This proclamation
waived particular local public advertising,competitive procurement, and contract requirements
as provided by RCW 39.04.280 and,as applicable, local city codes excepting mandatory
constitutional amendment requirements. While non-state entities must follow procurement
requirements found at 2 C.F.R. §§ 200.317—200.326, federal regulations allow for
noncompetitive procurements under certain circumstances, including when a non-state entity
determines that immediate actions required to address the public exigency or emergency cannot
be delayed by a competitive solicitation. This represents an exception to requirements for full
and open competition. Federal Emergency Management Agency (FEMA) approval is not
required for use of noncompetitive procurements under the emergency or exigency exception;
however,the non-state entity must document its justification for using noncompetitive
procurements and must still comply with other procurement requirements and ensure that costs
are reasonable.
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8. Performance Requirements and Notices: The assigned LHJ staff will monitor the
performance of this contract,approve billings submitted by the Subcontractor,and determine the
acceptability of required documentation provided by the Subcontractor. LHJ staff will provide
and facilitate assistance and guidance to the Subcontractor as necessary. Deliverables and notices
pursuant to this agreement shall be sent to the designated LHJ Program Coordinator who is
responsible for project coordination:
If to the LHJ: If to the Subcontractor:
Jefferson County Public Health Jefferson County Public Hospital District No. 2
Attn: Apple Martine, Director Attn:
615 Sheridan Street 834 Sheridan Street
Port Townsend, WA 98368 Port Townsend, WA 98368
9. Billings: Invoices must be submitted by the 15th of the month for the previous month's
expenses. Such invoices will be checked by the LHJ and, upon approval thereof,payment will
be made to the Subcontractor in the amount approved. Failure to submit timely invoices and
reports may result in a denial of reimbursement. Invoices not submitted within 60 days may be
denied.
Email submission of invoices is encouraged. However, original hardcopies of the signed invoice
are required and shall be mailed to the LHJ. Full backup is required for all expenditures. Backup
documentation can include,but is not limited to receipts, invoices,billing records, work orders,
positive time and attendance records(timesheets), travel vouchers and accounting expense
reports. Failure to provide the required information may result in nonpayment of invoices or
termination of this contract.
10. Tax Payments: Subcontractor will pay all applicable federal, state and local taxes, fees
(including licensing fees) and other amounts.
11. Independent Capacity: Subcontractor and its employees or agents who are engaged in the
performance of this Agreement shall continue to be employees or agents of Subcontractor and
shall not be considered to be employees or agents of the LHJ for any purpose.
12. Assignment,Delegation, and Subcontracting: Subcontractor will perform under the
Agreement using only its bona fide employees or agents, and the obligations and duties of
Subcontractor under the Agreement will not be assigned, delegated or subcontracted to any other
person or firm without the prior express written consent of the LHJ.
Subcontractor warrants that it has not paid,nor has it agreed to pay, any company, person,
partnership or firm, other than a bona fine employee working exclusively for Subcontractor, any
fee, commission,percentage,brokerage fee, gift or other consideration contingent upon or
resulting from the award or making of the Agreement.
13. Rights in Data: Unless otherwise provided, data which originates from this Agreement shall be
"works for hire" as defined by the U.S. Copyright act of 1976 and shall be owned by the LHJ.
Data shall include, but is not limited to,reports, documents, pamphlets, advertisements,books,
magazines, surveys, studies, computer programs, films,tapes, and/or sound reproductions.
Ownership includes the right to copyright,patent, register, and the ability to transfer these rights.
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The LHJ maintains all rights to the license to publish, translate, reproduce, modify, deliver,
dispose of the data,and to authorize others to do so.
All reports, drawings,plans, specifications,all forms of electronic media, and data and
documents produced in the performance of the work under the Agreement will be"works for
hire" as defined by the U.S. copyright Act of 1976 and will be owned by the LHJ. Ownership
includes the right to copyright,patent, and register, and the ability to transfer these rights.
An electronic copy of all word processing documents will be submitted to the LHJ upon request
or at the end of the job using the word processing program and version specified by the LHJ.
14. Indemnification: Subcontractor shall defend, indemnify and hold the LHJ, its officers, officials,
employees and volunteers harmless from any and all claims, injuries,damages, losses or suits
including attorney fees, arising out of or resulting from the acts,errors or omissions of
Subcontractor in performance of this Agreement, except for injuries and damages caused by the
sole negligence of the LHJ. Solely for the purposes of this provision, Subcontractor waives its
immunity under Title 51 (Industrial Insurance) of the Revised Code of Washington and
acknowledges that this waiver was mutually negotiated by the parties. This provision will
survive the expiration or termination of this Agreement.
Contractor will hold harmless, indemnify and defend the LHJ, its officers, officials, employees
and agents, from and against any claimed action, cause or demand brought against the LHJ,
where such action is based on the claim that information supplied by Contractor or subcontractor
infringes any patent or copyright. Contractor will be notified promptly in writing by the LHJ of
any notice of such claim.
15. Insurance: Subcontractor 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 Subcontractor, its agents,
representatives, or employees. The LHJ shall be named as an insured under the Subcontractor's
Commercial General Liability insurance policy with respect to work performed for the LHJ
under this Agreement.
No Limitation. Subcontractor's maintenance of insurance as required by the agreement shall not
be construed to limit the liability of the Subcontractor to the coverage provided by such insurance,
or otherwise limit the LHJ's recourse to any remedy available at law or in equity.
A. Minimum Scope of Insurance
Subcontractor shall obtain insurance of the types described below:
1. Automobile Liability insurance covering all owned, non-owned,hired and leased
vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or
a substitute form providing equivalent liability coverage. If necessary, the policy shall be
endorsed to provide contractual liability coverage.
2. Commercial General Liability,insurance shall be written on ISO occurrence form CG 00
01 and shall cover liability arising from premises, operations, independent contractors
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and personal injury and advertising injury. The LHJ shall be named as an insured under
the Subcontractor's Commercial General Liability insurance policy with respect to the
work performed for the LHJ.
3. Workers' Compensation coverage as required by the Industrial Insurance laws of the state
of Washington.
4. Professional Liability insurance appropriate to the Subcontractor's profession. The
Subcontractor shall provide the LHJ with proof of liability insurance or professional
errors and omissions coverage as appropriate.
B. Minimum Amounts of Insurance
Subcontractor shall maintain the following insurance limits:
1. Automobile Liability insurance with a minimum combined single limit for bodily injury
and property damage of$1,000,000 per accident.
2. Commercial General Liability insurance shall be written with limits no less than
$1,000,000 each occurrence, $2,000,000 general aggregate.
3. 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. Subcontractor's insurance coverage shall be primary insurance as respect the LHJ. Any
insurance, self-insurance, or insurance pool coverage maintained by the LHJ shall be
excess of the Subcontractor's insurance and shall not contribute with it.
2. Subcontractor'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 LHJ.
D. Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII.
E. Verification of Coverage
Subcontractor shall furnish the LHJ with original certificates and a copy of the amendatory
endorsements, including but not necessarily limited to the additional insured endorsement,
evidencing the insurance requirements of Subcontractor before commencement of the work.
16. Safeguarding of Information and Privacy: The use or disclosure by any party of any
information concerning a client obtained in providing service under this agreement shall be
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subject to Chapter 42.56 RCW and Chapter 70.02 RCW, as well as any other applicable federal
and state statutes and regulations. Personal information collected,used or acquired in connection
with this agreement shall be used solely for the purposes of this Agreement. Subcontractor
agrees not to release, divulge,publish,transfer, sell or otherwise make known to unauthorized
persons personal information without the express written consent of the agency or as provided by
law.
Subcontractor agrees to implement physical, electronic, and managerial safeguards to prevent
unauthorized access to personal information. Any unauthorized access or use of confidential
information must be reported to the LHJ Security Officer at(360) 728-2262. The notification
must be made in the most expedient time possible(usually within 24 hours of discovery) and
without unreasonable delay, consistent with the legitimate needs of law enforcement, or any
measures necessary to determine the scope of the breach and restore the reasonable integrity of
the data system.
The LHJ reserves the right to monitor,audit, or investigate the use of personal information
collected,used, or acquired by the Subcontractor through this Agreement. The monitoring,
auditing,or investigating may include but is not limited to"salting"by the LHJ. Salting is the
act of placing a record containing unique but false information in a database that can be used
later to identify inappropriate disclosure of data contained in the database.
Subcontractor shall certify the return or destruction of all personal information upon expiration
of the Agreement.
17. Records Maintenance: The parties to this Agreement shall each maintain books, records,
documents, and other evidence which sufficiently and properly reflect all direct and indirect
costs expended by either party in the performance of the services described herein. These
records shall be subject to the inspection,review or audit by personnel of both parties, other
personnel duly authorized by either party,the Office of the State Auditor, and federal officials so
authorized by law. All books, records, documents, and other material relevant to this Agreement
will be retained for six (6)years after expiration and the Office of the State Auditor, federal
auditors, and any persons duly authorized by the parties shall have full access and the right to
examine any of these materials during this period.
If any litigation, claim or audit is started before the expiration of the six-year period, the records
shall be retained until all litigation, claims, or audit finding involving the records have been
resolved.
Records and other documents, in any medium, furnished by one party to this Agreement to the
other party, will remain the property of the furnishing party, unless otherwise agreed. The
receiving party will not disclose or make available this material to any third parties without first
giving notice to the furnishing party and giving that party a reasonable opportunity to respond.
Each party will utilize reasonable security procedures and protections to assure that records and
documents provided by the other party are not erroneously disclosed to third parties.
18. Written Policies and Procedures/Documents on File: Written policies and procedures,
consistent with federal and state regulations, as applicable, will be kept on file in the office of the
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Subcontractor and available for review at the request of LHJ staff. Such policies and procedures
will include,but not be limited to, as appropriate:
• Job Descriptions
• Confidentiality Policy
• Community Needs Assessment
In addition, Subcontractor will keep on file and make available for review by LHJ staff
documents consistent with federal and state regulations that will include but are not limited to the
latest agency audit and subcontractor agreements. The Subcontractor will include these
requirements in all approved subcontracts.
19. Required Reports: Subcontractor will submit required reports quarterly using required forms
according to procedures issued by the LHJ.
Subcontractor will be obligated to submit required reports after the close of the contract period,
during the transfer of obligations to another contractor, or upon termination of the contract for
any reason.
Subcontractor will include all requirements listed above in all approved subcontracts.
Due dates outside the Period of Performance are for reporting only. Subcontractor may not bill
for work done outside the Period of Performance.
20. Statutory and Regulatory Compliance: Subcontractor shall comply with all applicable
federal, state, and local laws,regulations, guidelines, and standards in the performance of this
Agreement.
21. Compliance with State and Federal Confidentiality Laws: Subcontractor shall not use or
disclose any protected health information(PHI) or personally identifiable information(PII)
created or shared under this Agreement for any purpose not directly connected with this
Agreement or in any manner that would constitute a violation of the Health Information
Portability and Accountability Act, commonly known as HIPAA, and any regulations enacted
pursuant to its provisions. Any PHI or PII collected, used, or acquired in connection with this
Agreement shall be subject to Chapter 42.56 RCW and chapter 70.02 RCW,as well as any other
applicable federal and state statutes and regulations. Contractor agrees not to release, divulge,
publish, transfer, sell, or otherwise make known to unauthorized persons PHI or PII without the
express written consent of the LHJ. For the purpose of this section,PII means information which
can be used to distinguish or trace an individual's identity, such as their name, social security
number, biometric records, etc., alone, or when combined with other personal or identifying
information which is linked or linkable to a specific individual, such as date and place of birth, or
mother's maiden name, etc. Contractor shall sign a Business Associate Agreement which is
incorporated into this Agreement as ATTACHMENT C.
22. Certification Regarding Suspension and Debarment: Subcontractor,by completing and
returning to the LHJ the"Debarment, Suspension, Ineligibility or Voluntary Exclusion
Certification Form,"and completing, signing and returning to the LHJ the"Certification
Regarding Debarment, Suspension, Ineligibility or Voluntary Exclusion for Lower Tier Covered
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Transactions" form, (to be supplied to lower tier participants; see ATTACHMENT D), certifies
that it is not debarred, suspended, or proposed for debarment by any federal agency.
23. Suspension of Performance and Resumption of Performance: In the event contract funding
from state, federal, or other sources is withdrawn, reduced, or limited in any way after the
effective date of this Agreement and prior to normal completion, the LHJ may give notice to
Subcontractor to suspend performance as an alternative to termination. The LHJ may elect to
give written notice to Subcontractor to suspend performance when the LHJ determines that there
is a reasonable likelihood that the funding insufficiency may be resolved in a timeframe that
would allow performance to be resumed prior to the end date of this Agreement. Notice may
occur by facsimile or email to Subcontractor's representative. Subcontractor shall suspend
performance on the date stated in the written notice to suspend. During the period of suspension
of performance,each party may inform the other of any conditions that may reasonably affect the
potential for resumption of performance.
When the LHJ determines that the funding insufficiency is resolved,the LHJ may give
Subcontractor written notice to resume performance and a proposed date to resume performance.
Upon receipt of written notice to resume performance, Subcontractor will give written notice to
the LHJ as to whether it can resume performance, and if so, the date upon which it agrees to
resume performance. If Subcontractor gives notice to the LHJ that it cannot resume performance,
the parties agree that the Agreement will be terminated retroactive to the original date of
termination. If the date Subcontractor gives notice it can resume performance is not acceptable
to the LHJ, the parties agree to discuss an alternative acceptable date. If an alternative date is not
acceptable to the LHJ, the parties agree that the Agreement will be terminated retroactive to the
original date of termination.
24. Non-Discrimination: Subcontractor shall not discriminate against any employee or applicant
for employment because of race, color, sex,religion,national origin,creed,marital status, age,
Vietnam era or disabled veteran status, sexual preference, or the presence of any sensory mental
or physical handicap.
25. Waiver: A failure by either party to exercise its rights under this Agreement shall not preclude
that party from subsequent exercise of such rights and shall not constitute a waiver of any other
rights under this Agreement unless stated to be such in writing, signed by an authorized
representative of the party and attached to the original Agreement.
26. Assignment: The work to be provided under this Agreement and any claim arising thereunder,
is not assignable or delegable by either party in whole or in part without the express prior written
consent of the LHJ, which consent shall not be unreasonably withheld.
27. Changes in Work: In the event of any errors or omissions by Subcontractor in the performance
of any work required under the Agreement, Subcontractor will make all necessary corrections
without additional compensation. All work submitted by Subcontractor will be certified by
Subcontractor and checked by Subcontractor for errors and omissions. Subcontractor will
continue to be responsible for the accuracy of work even after the work is accepted by the LHJ.
28. Amendment: This Agreement may be modified only by a written amendment executed by
authorized representatives of both parties.
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29. Termination: This Agreement may be terminated by either party upon giving at least thirty(30)
days advance written notice to the other party. If this Agreement is so terminated,the parties
shall be liable only for performance rendered or costs incurred in accordance with the terms of
this Agreement prior to the effective date of termination.
A. For Convenience: Either party may terminate the Agreement, in whole or in part, at any
time, by at least thirty(30)days written notice to the other. Subcontractor shall be paid for
work performed and expenses incurred to the date of termination.
B. For Funding: If funding for the Agreement or matter is withdrawn,reduced or limited in
any way after the Agreement is signed or becomes effective,the Parties may summarily
terminate the Agreement notwithstanding any other termination provision in the Agreement.
Termination under this provision will be effective upon the date specified in the written
notice of termination. No costs incurred after the effective date of the termination will be
paid.
C. For Cause: If either party fails to perform in the manner called for in the Agreement,or if
either party fails to comply with any other provision of the Agreement and fails to correct
such noncompliance with thirty(30) days written notice thereof,the aggrieved party may
terminate the Agreement for cause. Termination shall be affected by serving a notice of
termination on the party setting forth the manner in which the party is in default.
Subcontractor shall be paid for services performed in accordance with the manner of
performance set forth in this Agreement.
D. For Default: Either party may terminate the Agreement upon giving written notice to the
other party in the event the other party is in breach of a material provision of this agreement
and shall have failed to cure such breach within thirty(30) days.
In the event of termination, Subcontractor shall settle all outstanding liabilities and all claims
arising out of such termination of orders, with the approval or ratification of the LHJ to the
extent the LHJ may require, which approval or ratification shall be final for all the purposes of
this clause.
30. Governance: This agreement is entered into pursuant to and under the authority granted by the
laws of the State of Washington and applicable federal laws. The provisions of this Agreement
shall be construed to conform to those laws.
31. Dispute Resolution: In the event that a dispute or conflict arises under the Agreement that the
Parties are unable to resolve with good faith efforts,they shall allow the dispute to be decided by
a Dispute Panel in the following manner: a Mediator shall be mutually appointed by both parties,
and each party shall appoint an additional member to the Dispute Panel. The Dispute Panel shall
review the facts, contract terms and applicable statutes and rules and make a determination of the
dispute. The determination of the Dispute Panel shall be final and binding on the Parties hereto.
The Parties shall equally share the costs, if any, for the services of the Dispute Panel.
32. Severability: If any provision of this Agreement or any provision of any document incorporated
by reference shall be held invalid, such invalidity shall not affect the other provisions of this
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Agreement which can be given effect without the invalid provision, if such remainder conforms
to the requirements of applicable law and the fundamental purpose of this Agreement, and to this
end the provisions of this Agreement are declared to be severable.
33. Choice of Law: The Agreement has been and shall be construed as having been made and
delivered within the State of Washington and it is agreed by each party hereto that the
Agreement shall be governed by the laws of the State of Washington, both as to its interpretation
and performance. Any action at law, suit in equity, or judicial proceeding arising out of the
Agreement shall be instituted and maintained only in any of the courts of competent jurisdiction
in Jefferson County, Washington.
34. No Waiver: The Parties agree that the excuse or forgiveness of performance, or waiver of any
provisions of the Agreement, does not constitute a waiver of such provision or future
performance,or prejudice the right of the waiving party to enforce any of the provisions of the
Agreement at a later time.
35. Survival: Those provisions of the Agreement that by their sense and purpose should survive
expiration or termination of the Agreement shall so survive. Those provisions include,but are
not necessarily limited to,the following: Indemnification,Termination, Disputes,
Confidentiality, Choice of Law,No Waiver,Records Inspection and Retention, and Severability.
36. Subcontracting: Subcontractor shall not enter into subcontracts for any of the work
contemplated under this Agreement without prior written approval of the LHJ. In no event shall
the existence of the subcontract operate to release or reduce the liability of Subcontractor to the
Department for any breach in the performance of the Subcontractor's duties. This clause does
not include contracts of employment between the Subcontractor and personnel assigned to work
under this Agreement.
Additionally, Subcontractor is responsible for ensuring that all terms, conditions, assurances and
certifications set forth in this Agreement are carried forward to any subcontracts. Subcontractor
agrees not to release,divulge,publish, transfer, sell or otherwise make known to unauthorized
persons personal information without the express written consent of the LHJ or as provided by
law.
If at any time during the progress of the work,the LHJ determines in its sole judgment that any
contractor is incompetent,the LHJ shall notify Subcontractor, and Subcontractor shall take
immediate steps to terminate its subcontractor's involvement in the work. The rejection or
approval by the LHJ of any subcontractor or the termination of a subcontractor shall not relieve
Subcontractor of any of its responsibilities under the Agreement,nor be the basis for additional
charges to the LHJ.
37. Personnel Removal: Subcontractor agrees to remove immediately any of its subcontractors,
employees, agents, or representatives from assignment to perform services under the Agreement
upon receipt of a written request to do so from the LHJ's contract representative or designee.
38. Entire Agreement: This Agreement constitutes the entire agreement between the parties
regarding its subject matter. Any oral or written representations not expressly incorporated in
this Agreement are specifically excluded.
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IN WITNESS WHEREOF, the Parties have executed this Agreement as ofthe date set forth below.
JEFFERSON COUNTY PUBLIC HOSPITAL DISTRICT NO.2 JEFFERSON COUNTY
DBA JEFFERSON HEALTHCARE
Mike Glenn,Chief Executive Officer Kate Dean,Chair,Board of County
Commissioners
Date Date
Al lEST:
Carolyn Galloway,Clerk of the Board
Date
APPROVF,D AS TO FORM ONLY:
L. /11/12/2021
v'Philip C.Hunsucker Date
Chief Civil Deputy Prosecuting Attorney
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Funding Source
Federal Contract/Grant: DOH Con Con CLH18248(KPHD 1749)
CFDA# 97.036
BARS Revenue Code: 333.97.03
MISCELLANEOUS: FEDERAL CONTRACTS REQUIRE ADDITIONAL PROVISIONS:
Check CFR requirements: https://www.ecfr.gov/cgi-bin/text-
idx?SID=031b616b44ba7a18dI a96656ea144d44&mc=true&node=ap2.1.200 1521.ii&rgn=div9
Majority ofthe required terms will not apply but the ones to watch for:
(F) Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the definition
of"funding agreement" under 37 CFR §401.2 (a) and the recipient or subrecipient wishes to enter into a
contract with a small business firm or nonprofit organization regarding the substitution ofparties,
assignment or performance of experimental, developmental, or research work under that "funding
agreement," the recipient or subrecipient must comply with the requirements of37 CFR Part 401,
"Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government
Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the
awarding agency.
37 CFR 401.2(2) defines "funding agreement" as "The term funding agreement means any
contract, grant, or cooperative agreement entered into between any Federal agency, other than the
Tennessee Valley Authority, and any contractor for the performance of experimental, developmental, or
research work funded in whole or in part by the Federal government. This term also includes any
assignment, substitution ofparties, or subcontract of any type entered into for the performance of
experimental, developmental, or research work under a funding agreement as defined in the first
sentence o f this paragraph."
If the contract/grant is over $100,000 and involves bidding or an application for the award: Byrd Anti-
Lobbying Amendment (31 U.S.C. 1352) provision needs to be added
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ATTACHEMENT A
SCOPE OF WORK
Subcontractor agrees to the following scope of work:
1. Subcontractor shall (a) provide individual vaccinators at LHJ mass vaccination clinics and/or
(b)partner with their jurisdictional partners to conduct mass COVID-19 vaccination clinics
within Jefferson County.
2. Subcontractor shall only seek reimbursement from LHJ for(a)eligible personnel and mileage
expenses related to supporting LHJ's mass COVID-19 vaccination clinics and/or(b) eligible
costs related to mass COVID-19 vaccination clinics held in Jefferson County. "Mass vaccination
clinic"as defined by DOH are"vaccination clinics outside of the usual healthcare delivery
method such as pop-up clinics,mobile clinics, drive-through clinics, etc., in a non-clinical
facility(e.g.,new/separate buildings from regular clinic sites,parking lots, fairgrounds, etc.)"or
outside of/in addition to regular medical environment(e.g., eye doctors, dentists, surgeons,
etc.,who are not normally registered vaccine providers or who do not regularly provide
vaccination services).
3. Subcontractor shall only bill direct costs; indirect costs not allowed.
4. Subcontractor shall prepare and submit monthly invoices and reports as required by this
Agreement.
5. Subcontractor shall not submit reimbursement requests for vaccination support services that
have already been billed through other means or for which reimbursement has been/will be
received outside of this Agreement.
6. Subcontractor shall use the cost summary workbook template provided by LHJ to prepare and
submit reimbursement requests.
7. Subcontractor shall compile and retain back-up documentation for reimbursement requests in
accordance with FEMA requirements.
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ATTACHMENT B
See Attachment B—Washington State Department of Health Mass Vaccination Funding Guidance for
Local Health Jurisdictions(March 2021)
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ATTACHMENT C
HIPAA BUSINESS ASSOCIATE AGREEMENT
This Agreement("Agreement") is entered into by and between Jefferson County Public Health
("Covered Entity")and Jefferson County Public Hospital District No. 2("Business Associate").
Section I: Purpose
Performance of the Underlying Agreement may require Business Associate to use or disclose protected
health information that is subject to provisions of the Health Insurance Portability and Accountability
Act of 1996, set forth in 45 C.F.R. Parts 160 and 164 (commonly known as the"HIPAA Rules").
The purpose of this Agreement is to set forth the obligations of the Parties with regard to the way in
which protected health information is created, used, disclosed,maintained,provided or received on
behalf of Covered entity by the Business Associate.
Section II. Definitions
The following terms used in this Agreement shall have the same meaning as those terms in the HIPAA
Rules: Breach, Data Aggregation, Designated Record Set, Disclosure, Health Care Operations,
Individual,Minimum Necessary,Notice of Privacy Practices, Protected Health Information,Required
by Law, Secretary, Security Incident, Subcontractor,Unsecured Health Information, and Use.
Specific Definitions:
1. Business Associate. "Business Associate" shall generally have the same meaning as the term
"business associate"at 45 CFR 160.103, and in reference to this Agreement shall mean North
Jefferson Fire and Rescue.
2. Covered Entity. "Covered Entity" shall generally have the same meaning as the term"covered
entity" in 45 CFR 160.103, and in reference to the party in this Agreement shall mean Jefferson
County Public Health.
3. HIPAA Rules. "HIPAA Rules" shall mean the Privacy, Security, Breach Notification, and
Enforcement Rules at 45 CFR Part 160 and 164.
Section III. Obligations and Activities of Business Associate
Business Associate agrees to:
1. Not use or disclose protected health information other than as permitted or required by the
Agreement or as required by law.
2. Use appropriate safeguards, and comply with Subpart C of 45 CFR, Part 164 with respect to
protected electronic health information and to prevent use or disclosure of protected health
information other than as provided for by this Agreement.
3. Report to Covered Entity any use or disclosure of protected health information not provided for
by this Agreement of which it becomes aware, including breaches of unsecured protected health
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information as required by 45 CFR 164.410,and any security incident of which it becomes
aware.
Business Associate agrees to promptly notify Covered Entity following the discovery of a
Breach of unsecured PHI. A Breach is considered "discovered" as of the first day on which the
Breach is known, or reasonably should have been known, to Business Associate or any
employee, officer or agent of Business Associate, other than the individual committing the
Breach. Any notice of a Security Incident or Breach of Unsecured PHI shall include the
identification of each Individual whose PHI has been, or is reasonably believed by Business
Associate to have been, accessed, acquired, or disclosed during such Security Incident or Breach
as well as any other relevant information regarding the Security Incident or Breach.
4. In accordance with 45 CFR 164.502(e)(1)(ii) and 164.308(b)(2), if applicable, ensure that any
subcontractors that create, receive, maintain, or transmit protected health information on behalf
of the Business Associate agree to the same restrictions,conditions,and requirements that apply
to the Business Associate with respect to such information.
5. Business Associate agrees to mitigate,to the extent possible, any harmful resulting from use or
disclosure of PHI by Business Associate or its agents or subcontractors, in violation of the
requirements of this Agreement.
6. Maintain and make available protected health information in a designated record set to the
Covered Entity as necessary to satisfy Covered Entity's obligations under 45 CFR 164.524.
If an Individual makes a request for access to the protected health information directly to
Business Associate,business associate shall notify covered entity within three (3)business days
of such request and shall cooperate with the Covered Entity to send the response to the
Individual.
7. Make any amendment(s)to protected health information in a designated record set as directed or
agreed to by the Covered Entity pursuant to 45 CFR 164.526, or take other measures as
necessary to satisfy Covered Entity's obligations under 45 CFR 164.526.
If an Individual makes a request for amendment to the protected health information directly to
Business Associate, Business Associate shall notify Covered Entity within three (3)business
days of such request and shall cooperate with the Covered Entity to send the response to the
Individual.
8. Maintain and make available the information required to provide an accounting of disclosures to
the Covered Entity as necessary to satisfy Covered Entity's obligations under 45 CFR 164.528.
If an Individual makes a request for accounting of disclosures directly to Business Associate,
Business Associate shall notify Covered Entity within three (3)business days of such request and
shall cooperate with the Covered Entity to send the response to the Individual.
9. To the extent the Business Associate is to carry out one or more of Covered Entity's
obligations(s) under Subpart E of 45 CFR Part 164, comply with the requirements of Subpart E
that apply to the Covered Entity in the performance of such obligation(s); and
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10. Make its internal practices, books, and records available to the Secretary of Health and Human
Services for purposes of determining compliance with the HIPAA Rules.
Section IV. Permitted Uses and Disclosures by Business Associate
1. Business Associate may only use or disclose protected health information as necessary to
perform the services as outlined in the underlying agreement.
2. Business Associate is not authorized to use protected health information to de-identify the
information in accordance with 45 CFR 164.514(a)-(c).
3. Business Associate may use or disclose protected health information as required by law.
4. Business Associate agrees to make uses and disclosures and requests for protected health
information consistent with Covered Entity's minimum necessary policies and procedures.
manner Associate may not use or disclose protected health information in a that would
violate Subpart E of 45 CFR Part 164 if done byCovered Entityexcept for the spec
ific used and
p
disclosures set forth below:
a) Business Associate may disclose protected health information for the proper management
and administration of Business Associate or to carry out the legal responsibilities of the
Business Associate,provided the disclosures are required by law, or Business Associate
obtains reasonable assurances from the person to whom the information is disclosed that the
information will remain confidential and used or further disclosed only as required by law or
for the purposes for which it was disclosed to the person, and the person notifies Business
Associate of any instances of which it is aware in which the confidentiality of the
information has been breached.
b) Business Associate may provide data aggregation services relating to the health care
operations of the Covered Entity.
Section V. Termination
1. Termination for Cause. Business Associate authorizes termination of the Agreement if Covered
Entity determines Business Associate has violated a material term of the Agreement and has not
cured the breach or ended the violation within the time specified by Covered Entity.
2. Obligations of Business Associate Upon Termination. Upon termination of this Agreement for
any reason Business Associate shall return or destroy all protected health information received
from Covered Entity, or created or received by Business Associate on behalf of Covered entity.
This provision shall apply to protected health information that is in the possession of
subcontractors or agents of Business Associate. Business Associate shall retain no copies of the
protected health information.
In the event that Business Associate determines that returning or destroying the protected health
information is infeasible, Business Associate shall provide to Covered Entity notification of the
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conditions that make return or destruction infeasible. Upon mutual agreement of the Parties that
return or destruction of protected health information is infeasible, Business Associate shall
extend the protections of this Agreement to such protected health information and limit further
uses and disclosures of such protected health information to those purposes that make the return
or destruction infeasible, for so long as Business Associate maintains such protected health
information.
3. The obligations of Business Associate under this section shall survive the termination of this
Agreement.
Section VI. Miscellaneous
1. A reference in this agreement to a section in the HIPAA Rules means the section as in effect or
amended.
2. The Parties agree to take such action as is necessary to amend this Agreement from time to time
as is necessary for compliance with the HIPAA Rules and any other applicable law.
3. Any ambiguity in this Agreement shall be resolved to permit compliance with the HIPAA Rules.
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Jefferson County Public Health
ATTACHMENT D—COMPLIANCE AND RISK MONITORING FORM
This Compliance and Risk Monitoring Form shall be submitted before the Subrecipient Agreement can be approved and also
shall be submitted along with every request for reimbursement.
AGENCY CONTRACT NO:
DATE:
NAME OF SUBRECIPIENT:
By signing below,I declare under penalty of perjury of the laws of the State of Washington and the United States that the
forgoing is true and correct. (Check the applicable boxes.)
DATE CERTIFICATION ITEM YES NO
Subrecipient is not presently debarred,suspended,proposed for debarment,
declared ineligible,or voluntarily excluded from transactions by any Federal,
State,or local department or agency
Subrecipient has not within a 3-year period preceding the submission of this
Compliance and Risk Monitoring Form been convicted of or had a civil judgment
rendered against them for commission of fraud or a criminal offense in connection
with obtaining,attempting to obtain,or performing a public(Federal,State,or
local)transaction or contract under a public transaction;violation of Federal or
State antitrust statutes or commission of embezzlement,theft,forgery,bribery,
falsification or destruction of records,making false statements,or receiving stolen
property
Subrecipient is not presently indicted for or otherwise criminally or civilly charged
by a governmental entity(Federal,State,or local)with commission of fraud or a
criminal offense in connection with obtaining,attempting to obtain,or performing
a public(Federal,State,or local)transaction or contract under a public transaction;
violation of Federal or State antitrust statutes or commission of embezzlement,
theft,forgery,bribery,falsification or destruction of records,making false
statements,or receiving stolen property
Subrecipient has not within a 3-year period preceding the submission of this
Compliance and Risk Monitoring Form one or more public transactions(Federal,
State,or local)terminated for cause or default
Subrecipient has provided all written reports required by the Agency Contract and
this Subrecipient Agreement as of the submission of this Compliance and Risk
Monitoring Form
Subrecipient has provided any audit report received by it from any government
agency since the last certification for its performance related to the Program
Agreement
Subrecipient certifies that all of the deliverables and other work required since the
last certification have been completed
All the work being billed for in the invoice being certified by this Compliance and
Risk Monitoring Form actually has been performed,including any timesheet or
other backup
Subrecipient agrees to submit to an audit within 30 days of a request from the
County
Subrecipient has corrected any deficiencies identified since the last certification
Signed at ,
CITY STATE
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SUBRECIPIENT SIGNATURE DATE
WRITTEN NAME OF PERSON SIGNING CERTIFICATION
APPROVED BY THE COUNTY:
COUNTY APPROVALSIGNATURE DATE
WRITTEN NAME OF PERSON APPROVING CERTIFICATION
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