HomeMy WebLinkAboutR2025-075BOARD OF COUNTY COMMISSIONERS
COUNTY OF KITTITAS
STATE OF WASHINGTON
RESOLUTION APPROVING THE AMENDED CONTRACTS FOR l/lOTH OF
1% MENTAL HEALTH AND CHEMICAL DEPENDENCY FUNDING
RESoLUTToN No. zozs-12! 5
WHEREAS, the Kittitas County Board of Commissioners (BOCC) established a mental
health tax via Kittitas County Ordinance No. 2021-017; and
WHEREAS, the proceeds generated from the Mental Health Tax imposed pursuant to
RCW 82.14.460, are to be used to fund programs related to chemical
dependency, mental health treatment, or therapeutic courts; and
WHEREAS, the BOCC awarded funds via resoluti on 2025 -029, 2025 -030, 2025 -03 1 to
fund public schools and agency submitted requests for proposals (RFP);
and
WHEREAS, the Kittitas County Prosecutor made the recommendation to include
contract language "contractor will refer to their approved budget
document submitted through the funding process" to ensure contractual
budget compliance; and
NOW, THEREFORE BE IT RESOLVED That the Board of County Commissioners,
hereby adopts the amendments to awarded subcontracts for the mental health and
chemical dependency funding including Boys & Girls Club of Columbia Basin, Cle Elum
Roslyn School District, Community Builders, Comprehensive Healthcare, Ellensburg
School District, Kittitas County Recovery Community Organization, and Thorp School
District.
ADOPTED tni, | $auy
o1 14p"i \2025
BOARD OF COUNTY COMMISIONERS
KITTITAS COUNTY, WASHINGTON
ATTEST:Vice-Chair
r
orsvik
Buchholz
,{
AMENDMENT NO.1
to the PROFESSIONAL SERVICES AGREEMENT PHMH.OO9
between Community Buil,ders and KITTITAS COUNTY
dated 01 I 01 I 2025 - 1 21 31 I 2026
For
The addition of the fol,[owing statement under Exhibit B, Gompensation, which
includes the foltowing statement:
Attowabte direct expenses include, but are not timited to, salaries, wages, benefits, direct
ctient services, promotion, outreach activities, suppties, professionat development and
training; travet, equipment, and subcontracts. Atl expenses must be necessary and directty
retated to the scope of work as outlined in Exhibit A. Contractor witt refer to their approved
budget document submitted through the funding request process for [ine-item expenses.
Any changes or updates to the budget must be approved by Kittitas County through the
appointed contract manager in advance of the expenditure, in writing.
Att other terms and conditions of the agreement remain in futt force and effect
lN WITNESS WHEREOF, the parties have executed this Agreement this
) 'xf dav of lrt ,2025.
APPROVED:
BOARD OF COUNTY COMMISSIONERS
KITTITAS COUNTY, WASH INGTON
Lau dacz,
APPROVED:
Signature of Si
Date:
Print Name of Signatory
Gontractor's Address
PO Box 875
Cte Etum, WA 98922
Project Contact
Name Dawn Bass
ory ce Chairman
om mrssroner
Attest:
of the rd
{tutie Kjorsvik
tr Mandy Buchhotz
Approved as to Form:
Deputy Prosecuting Attorney
Gounty's Address
205 West Sth Ave, Suite 108
Ettensburg, WA 98926
Project Gontact
Name Kasey Knutson
Titte Human Services Manager
cot
L)'
7
N(),,
ttL
S.I,AL
I
Kittitas County Public Health
Contract/Agreement Review Form
Kiitita3 County
Public Health
Department
Today's Date:01t07t2025 fl:l Legal Request #:ltl)
Fund/Department:1/1Oth of Mental Health fax [;,. ,l Agenda Date:
Contra lnformation
Contract/Agreement Agency: Community Builders
Contract/Agreement Title: The Shop Teen Center
Begin Date: A1lUl2A25 End Date: 1213112026
ContractfAgreement *: PHMH-009Total $ Amount: $182,020.00
Contract/Agreement Summ ary:
lnAff, of 1o/o Mental Health and Chemical Dependency Tax funding award to Community
Builders to operate The Shop Teen Center in Kittitas County.
Kittitas County Prosecutor and Auditor Review and Comment:
AP
/./y' a"r
Signature of Prosecutb/s bffice o
f_en _
Date
/-0.:-*
Signature of Auditor's dffice Date
lnformation
Pass Throu lnformation
Revenue Code(s)105 - 560.3134000
105 - 560.54101Expense Code(s):
Agency is not suspended/disbarred D,t fr_Not Checked (reason)
Agency to Pass Through
Expense CodeAmount to Pass Through
Sub-Contract Approved Date
ADMIN Version: 0 5upersedes: 0 Date Adopted: L2l o1,/2o24 Modified By: Katie Odiaga Approval By: Chelsey Loeffers
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2t2
PROFESSIONAL SERVICES AGREEMENT
Between
KITTITAS COUNTY
and
Community Builders
For
The Shop Teen Center
This Agreement is made by and between Kittitas County (hereinafter "the County") and
Community Bui1ders (hereinafter "Contractor"). The Counry and Contractor agree as fotlows:
r GeneraI Conditions
o Exhibit A (Scope of Work)
o Exhibit B (ComPensation)
r Exhibit C (Proof of lnsurance)
r Exhibit D (Reporting)
copies of which are attached hereto and incorporated herein bythis reference as futty as it set
forth herein.
The term of this Agreement shalt commence on 11112025 and continue untit 12131/2026' Any
party may terminate this Agreement by giving thirty (30) days' notice in writing either
persona1ty detivered or maited postage-prepaid by certified mait, return receipt requested, to
the party's last known address forthe purposes of giving notice underthis paragraph-
Contractor acknowtedges and by signing this Agreement agrees that the lndemnification
provisions set forth in Paragraphs 7 (lndependent Contractor), 9 (Taxes), 15 (Defense and
lndemnity Agreement), 21 (Patent/Copyright lnfringement) and 24 (Confidential'ity), are totatty
and futty part of this Agreement and have been mutuatty negotiated by the parties'
Kittitas Cou nty Professio nat Services Agreement
Page 1 of 20
1N WITNESS WHEREOF, the parties have executed this Agreement this
'lb day or ,2A25
APPROVED:
Dawn Bass
atory
Date:
Print Name of ignatory
Kittitas Cou nty ProfessionaI Services Agreement
Page2of 20
APPROVED:
BOARD OF COUNTY COMMISSIONERS
KITTITAS COU NTY, WASH I NGTON
c n
trman
Comm iss er
the rd
Approved as to Form:
De puty Prosecuti ng AttorneY
U
Crrrttl
Contractor's Address
P.O. Box 875
Cle Etum, WA98922
Project Contact
Name Dawn Bass
Kittitas Cou nty Professi onat Services Agree ment
Page 3 of 20
County's Address
205 West 5th Ave, Suite 108
Ettensburg, WA 98926
Project Gontact
Name Kasey Knutson
Titte Human Services Manager
GENERAL CONDITIONS
1. $cope of Contractaf€Sendqes:
Contractor agrees to provide to the County services and any materiats set forth in the project
narrative identified in Exhibit "A" during the Agreement period. No materia[, tabor, or facitities
witt be furnished by the County, unless othenruise provided for in the Agreement-
2. PerlormancesflAhrK:
Contractor sha1, perform work in accordance with, and shatt comptywith, atl of the provisions
of this Agreement. Al,t work shatt compty with appticabl.e codes and ordinances.
3. Schedute of Performanoq:
Untess directed otheruirise bythe County, the Contractor shatt perform the work in
accordance with any schedutes made a part of this Agreement'
4. Qefinitions:
4.1
4.2
4.3
"AdditionaI lnSured'S" means the COunty, its sucCesSOrS and asSigns, and
the respective directors, officerS, emptoyees, agents and representatives of
the County and its successors and assigns
,,Support,' means the fot[owing: contractor's directors, officers, employees,
agents and representatives; and sub-Contractors of any tier; the respective
diregtors, officers, employees, agents and representatives of these sub-
Contractors of any tier; and any other person or entity acting under the
direction or controt of, or on behatf of, Contractor or any Contractor's sub-
Contractors of any tier in connection with or incident to the performance of the
Work or this Agreement.
The ,,Work" means al.t of the duties Listed in Exhibit A and the performance of atl
other obtigations under this Agreement by Contractor or its Support.
5. Accsunlin gnndlaYne-n@ices :
payment to the Contractor for seruices rendered under this Agreement shalt be as set forth in
Exhibit',B,'. where Exhibit "B" requires payments by the county, payment shaLL be based
upon bittings, supponed untess otherwise provided in Exhibit "B", bV documentation of units
of work actua[l.y performed and amounts earned, incLudingwhere appropriate, the actual
number of days worked each month, total number of hours for the month, and the total dottar
payment requested. Untess specificatty stated in Exhibit "B" or approved in writing in advance
bythe Kittitas County Board of Commissioners, the Countywill not reimburse the Contractor
for any costs or expenses incurred by the Contractor in performance of this Agreement'
Where required, the County shal[, upon receipt of appropriate documentation, compensate
the Contractor, no more often than monthty, through the County voucher system, for the
Contractor's service pUrSUant to the fee schedute set forth in Exhibit "B"'
Kittitas Co unty Professiona I Services Agree me nt
Page 4 ot 20
6. Assignment and Subcontracting:
No portion of this Agreement may be assigned or subcontracted to any other individuat, firm
or entity without the express and prior written approvaI of the County.
The Contractor may on1y subcontract work contemptated under this agreement if it obtains
the prior written approval of the County.
lf the county approves subcontracting, the contractor shatt maintain written procedures
related to subcontracting, as wetl. as copies of att subcontracts and records retated to
subcontracts. For cause, the County in writing may require the Contractorto amend its
subcontracting procedures as they retate to this agreement, prohibit the Contractor from
subcontracting with a particutar person or entity, or require the Contractor to rescind or
amend a subcontract.
Every subcontract shatt bind the Subcontractor to fol,Low att appLicabte terms of this
agreement. The Contractor is responsible to the County if the Subcontractor faits to
compty with any appl.icabte term or condition of this agreement. The Contractor shatl
appropriatefy monitor the activities of the Subcontractor to assure fiscal conditions of this
agreement. ln no event shaLt the existence of a subcontract operate to retease or reduce
the tiabil,ity of the contractor to the county for any breach in the performance of the
Su bcontractor's duties.
Every subcontract shatt inctude a term that County is not tiabte for ctaims or damages
arising f rom a Subcontractor'S performance of the subcontract-
7. lndeaendenteedraaler :
The Contractor's services shatl, be furnished by the Contractor as an independent Contractor
and nothing herein contained shatt be construed to create a rel.ationship of emp[oyer-
empLoyee or master-servant, but atl. payments made hereunder and atl seruices performed
shatt be made and performed pursuant to this Agreement by the Contractor as an
independent Contractor.
The Contractor acknowLedges that the entire compensation for this Agreement is specif ied in
Exhibit ,,B,, and the contractor is not entitted to any county benefits inctuding, but not I'imited
to: vacation pay, hoLiday pay, sick leave pay, medica[, denta[, or other insurance benefits, or
any other rights or priviteges afforded to Kittitas County employees.
ContractorwiL defend, indemnify and hol.d harmtess the County, its Additional lnsured's,
officers, agents or emptoyees from any loss or expense, inctuding but not I'imited to
setttements, judgments, setoffs, attorneys' fees or costs incurred by reason of ctaims or
demands because of breach of the provisions of this paragraph'
g. No G_uArantee of Employmefi
Kittitas County ProfessionaI Services Agreement
Page 5 of 2A
The pedormance of att or part of this Agreement bythe contractor shatl not operate to vest
any empLoyment rights whatsoever and shatt not be deemed to guarantee any emptoyment of
the contractor or any emptoyee of the contractor or any sub-contractor or any employee of
any sub-contractor by the county at the present time or in the future.
9. Taxes:
The Contractor understands and acknowtedges that the county witl. not withhotd FederaI or
State income taxes. Where required by State or Federat [aw, the Contractor authorizes the
countyto make withhotdingfor anytaxes otherthan income taxes (i'e. Medicare)' Atl'
compensation received by the Contractor wiLt be repofted to the lnterna[ Revenue Service at
the end of the catendar year in accordance with the appl.icabte IRS regulations. lt is the
responsibil.ity of the Contractor to make the necessary estimated tax payments throughout
the year, if any, and the Contractor is solety tiabte for any tax obtigation arising from the
Contractor,s per-formance of this Agreement. The Contractor hereby agrees to indemnify the
County against any demand to paytaxes arising from the Contractor's failure to pay taxes on
compensation earned pursuant to this Agreement'
The County witt pay sates and use taxes imposed on goods or services acquired hereunder as
required by taw. The Contractor must pay al,l' other taxes inctuding, but not timited to:
Business and OCcupation Tax, taxes based on the Contractor'S gross or net income' or
personal propefty to which the county does not hotd titl.e. The county is exempt from Federal
Excise Tax.
1 o. Regutationsind-Begufenreol:
This Agieement shat[ be subject to at[ Laws, rutes and regutations of the United States of
America, and State of Washington, and potiticat subdivisions of the State of Washington, and
to any other provisions set forth herein or in the attached exhibits.
1 1. Bjght toieview:
This contract is subject to review by any Federat or state auditor. The county or its designee
shalL have the ri$ht to review and monitor the financiat and service components of this
program by whatever means are deemed expedient by the County' Such review may occur
with or without notice, and may include, but is not timited to, on-site inspection by County
agents or emptoyees, inspection of at[ records or other materiats which the County deems
pertinent to the Agreement and its performance, and any and atl communications with or
evatuation by seruice recipients under this Agreement. The Contractor shatt preserue and
maintain att financiat records and records rel.atingto the performance of work underthis
Agreement for 6 yearS after contract termination, and shatt make them avaitabte for such
review, within Kittitas County, State of Washington, upon request'
1 2. F:loditica-ti-sns:
12.1 Either pafty may request changes in the Agreement. Any and atl' agreed
modifications shalt be in writing, signed by each of the parties.
Kittita s Co u nty Professiona I Services Agree me nt
Page 6 of 20
12.2 The County may, at anytime, bywritten notice thereof to Contractor ("Change
Notice") makes changes in the Workwithin the general scope of this
Agreement, inctuding, but not Limited to: (a) changes in, revisions to,
substitutions for, additions to or deletions of any Work; (b) changes in
schedute; and (c) acce[eration, deceteration or suspension of performance of
anyWork.
12.g lf any change in the Work causes an increase or decrease on Contractor's cost
of, or the time required for, performance of the Work, an equitabte adjustment
in the compensation to Contractor and in the schedute for the performance of
the work shatt be made to reftect such an increase or decrease.
12.4 Notwithstanding any dispute or del,ay in arriving at a mutualty acceptabte
equitabl.e adjustment, Contractor shatL proceed in accordance with att Change
Notices. The contractor must, within thifty (30) days after receipt of any
Change Notice that does not set forth any acceptable adjustment, submit to
the county a written statement setting forth any adjustment ctaimed'
12.5 lf any change resuLts in a decrease in the Work performed, Contractor shatt be
entitted to compensation associated with changing the Work, such as revising
design al.ready compteted, revising caLcuLations al.ready performed, and
revising documents
1 3. Ie-rminalie&for Defaull:
lf the Contractor defautts by faiting to perform any of the obtigations of the Agreement or
becomes insotvent or is decLared bankrupt or commits any act of bankruptcy or insotvency or
makes an assignment for the benefit of creditors, the County may, by depositing written
notice to the contractor in the u.s. mail, postage prepaid, terminate the Agreement, and at
the County's option, obtain performance of the work elsewhere. lf the Agreement is
terminated for defautt, the contractor shaLl not be entitted to receive any further payments
under the Agreement until att work catLed for has been futty performed' Any extra cost or
damage to the County resuttingfrom such defautt(s) shatl. be deducted from any money due
or coming due to the Contractor. The Contractor shatt bear any extra expenses incurred by
the County in compteting the work, and att damage sustained, or which may be sustained by
the County by reason of such defaul't.
lf a notice of terrnination for defautt has been issued and it is tater determined for any reason
that the Contractorwas not in defautt, the rights and obtigations of the parties shalt be the
same as if the notice of termination had been issued pursuant to the Termination for Pubtic
Convenience paragra Ph he reof .
1 4. Telminationlorpu.hlr_c*co.nye[r ejt-cs :
Kittitas Cou nty ProfessionaI Se rvices Agree ment
PageT at 20
The County may terminate the Agreement in whote or in part whenever the County
determines, in its sote discretion that such termination is in the best interests of the County'
Whenever the Agreement is terminated in accordance with this paragraph, the Contractor
shal,L be entifl.ed to payment for actuat work performed at unit contract prices for completed
items of work. ln the event of such termination, an equitabte adjustment shatt be made in the
compensation payabte to contractor.
An equitab1e adjustment in the contract price for partial.ty compl.eted items of workwit[ be
made, but such adjustment shat[ not incl,ude provision for toss of anticipated profit on
del.eted oruncompletedwork. Termination of thisAgreement bytheCountyatanytime
during the term, whether for defautt or convenience, sha[[ not constitute a breach of contract
bythe County.
1 5. Defenge &lndemnlUAgleement:
The Contractor agrees to and shal,t defend, indemnify and hol.d harmtess the County, its
Additional.lnsured'S, appointed and etective officers, agents and emptoyees, from and
against att Loss or expense, incl.uding but not limited to iudgments, settlements, attorney's
fees and costs by reason of any and ait ctaims and demands upon the County, its Additional
lnsured'S, its etected or appointed officiats, agents, or empl'oyees for damages because of
personaI or bodil,y injury, including death at any time resutting theref rom, sustained by any
person or persons and on account of damage to property inctuding loss of use thereof,
whether such injuryto persons or damage to property is due to the negl"igence of the
Contractor, its sub-Contractors, its eLected officers, emptoyees ortheir agents, except only
such injury or damage as shatl. have been occasioned by the sote negligence of the County, its
Additionat lnSured's, appointed or etected officials, agents, or emptoyees' lt is fudher
provided that no tiabitity shatt attach to the County by reason of entering into this contract,
except as expressty provided herein.
1 6. lnduslriallnsuranael&aiyer
With respect to the performance of this Agreement and as to claims againstthe County, its
Additionat lnsured's, officers, agents and empLoyees, the Contractor expressly waives its
immunity underTitl,e 51 of the Revised Code of Washington, the lndustriaI lnsurance Act' for
injuries to its emptoyees and agrees that the obtigations to indemnify, defend and hotd
harmtess provided in this agreement extend to any cl,aim brought by or on behaLf of any
emptoyee of the Contractor. This waiver is mutuall.y negotiated bythe parties to this
Agreement.
17. Venugand QLoice-of Law:
ln the event that any titigation shoul.d arise concerning the construction or interpretation of
any of the terms of this Agreement, the venue of such action of l,itigation shal'l' be in the
Superior Court of the State of Washington in and for the County of Kittitas. This Agreement
shatl. be governed by the Law of the State of Washington.
Kittitas Gounty ProfessionaI Services Agreement
Page 8 of 20
1 8. WithhotdingPayment:
ln the event the Contractor has faited to perform any obl.isation to be pedormed by the
Contractor under this Agreement within the time set forth in this Agreement, then the County
may, upon written notice, withhotd al.t monies due and payabte to Contractor, without
penatty, until, such failure to perform is cured or otherwise adjudicated.
1 9. Futur:e-Non:Allocation of Funds:
lf sufficient funds are not appropriated or aLlocated for payment under this Agreement for any
future fiscat period, the county witt not be obtigated to make payments for services or
amounts incurred after the end of the current fiscat period. No penal.ty or expense shatt
accrue to the County in the event this provision applies.
2 O. C. o nt ra ctoj C-onun itm e n Ls-Wa r rantj e s a n d.Beplesgnlau.an$ :
The contractor represents and warrants to the county as fo[[ows:
2A.1 The Contractor is duty incorporated, vatidty existing and in good standing
under the Laws of the state of washington and has aLl. requisite corporate
power and authority to enter into and to perform its obtigations under this
Agreement'
20.2 The Contractor has the authority to execute this Agreement, to make the
representations and warranties set forth in it and to perform the obtigations
of the contractor under this Agreement in accordance with its terms.
20.g This Agreement has been validLy executed by an authorized representative
of the Contractor and constitutes a vaLid and tegatty binding and
enforceable obtigation of Contractor'
2A.4 The Contractor has or witt obtain prior to the commencement date such
licenses, permits and other authorizations from federa[, state and other
governmental authorities, as are necessary for the performance of its
obLigations under this Agreement-
20.S The Contractor is not in viol.ation of any appl,icable [aw, ordinance or
regulation the consequence of which will, or may materialty affect
Contractor's abil.ity to perform its obtigations under this Agreement. The
contractor is not subject to any order or judgment of any court, tribunal or
governmentat agency which materiatty and adversety affects its operations
or assets in the State of Washington, or its abiiity to perform its obtigations
under this Agreement.
20.6 None of the representations or warranties in this Agreement, and none of
the documents, statements, certificates or schedutes furnished or to be
furnished by Contractor pursuant hereto or in connection with the
performance of the obLigations contemptated under this Agreement'
contains or will. contain any untrue statement of a material fact or omits or
wil,l, omit to state a materiat fact necessary to make the statements of fact
contained therein not misteading.
Kittitas Co u nty Professi ona I Se rvices Agreeme nt
Page I of 20
21 . Patentloapydght lnfringement:
Contractor witt defend and indemnify the County from any ctaimed action, cause or demand
brought against the County; to the extent such action is based on the cl'aim that information
suppLiedbythecontractorinfringesanypatentorcopyright. Thecontractorwittpaythose
costs and damages attributable to any such ctaims that are finatty awarded against the
county in any action. such defense and payments are conditioned upon the fot[owing:
21.1 Contractor shatt be notified promptty in writing by County of any notice of such
ctaim.
21-2 Contractor shatt have the right, hereunder, at its option and expense, to obtain
for the county the right to continue using the information, in the event such
ctaim of infringement is made, provided no reduction in performance or toss
results to the County.
22. pispules:
22.1 Generat
Differences between the Contractor and the County, arising under and by
virtue of the A$reement Documents shal't be broughtto the attention of the
county at the eartiest possible time in orderthat such matters may be settled,
or other appropriate action promptly taken. Except for such objections as are
made of record in the manner hereinafter specified and within the time limits
stated, the records, orders, instructions, and decisions of the Kittitas County
Commissioners shat[ be final' and conclusive'
22.2 Notice-*o.lgafeltial.elalrns
The Contractor shaLl, not be entitted to additionaI compensation which
othenrrise may be payabl.e, or to extension of time for (1 ) any act or faiture to act
by the County, or (2) the happening of any event or occurrence, unless the
contractor has given the county a written Notice of Potentiat ctaim within ten
(10) days of the commencement of the act, faiture, or event giving rise to the
ctaim, and before final, payment by the County. The written Notice of Potential
Ctaim shal.t set forth the reasons for which the Contractor betieves additionaI
compensation or extension of time is due, the nature of the cost invotved, and
insofar as possibte, the amount of the potential ctaim. Contractor shatl keep
ful.t and complete daity records of the work performed, labor and material
used, and all. costs and additionaL time ctaimed to be additiona[.
22.3 Detaited ctaim
The contractor shatt not be entitted to cl.aim any such additionat
compensation, or extension of time, untess within thirty (30) days of the
compl.etion of the portion of the work from which the ctaim arose, and before
final, payment by the county, the contractor has given the county a detailed
written statement of each etement of cost or other compensation requested
Kittitas County ProfessionaI Services Agreement
Page10of20
and of au, etements of additional time required, and copies of any supporting
documents evidencingthe amount or extension of time cl'aimed to be due'
23. Ownershi gpf ltemePladuqed:
ALt writings, programs, data, pubtic records or other material's prepared by the Contractor
and/or its consuttants or sub-Contractors, in connection with the performance of this
Agreement shatL be the sol.e and absotute property of the county.
24. Conlidentia[ry:
The Contractor, its emptoyees, sub-Contractors, and their empl'oyees shat[ maintain the
confidential.ity of att information provided by the county or acquired by the contractor in
performance of this Agreement, except upon the prior written consent of the Kittitas county
Prosecuting Attorney or an order entered by a court after having acquired jurisdiction over the
county. contractor shatt immediatety give to the county notice of any judiciaI proceedings
seeking discl.osure of such information. contractor shatl' indemnify and hotd harmtess the
County, its Additional lnsured's, officiats, agents or employees from atl loss or expense'
inctuding, but not l,imited to Setttements, judgments, setoffs, attorneys'fees and costs
resutting from Contractor's breach of this provision'
To the extent that any information obtained by the contractor is required to be shared with or
provided to others bythe terms of the statement of the work, this provision is not breached
bysuch acts.
25. Notice:
Except as set forth etsewhere in the Agreement, for att purposes under this Agreement'
except service of process, notice shal,t be given by the contractor to the department head of
the department for whom services are rendered, and to the Kittitas county commissioners'
205 w 5th Ave, suite 1 0g, Ettensburg, wA 98926. Notice to the cOntractor for att purposes
under this Agreement shatt be given to the address reftected on the signature page' Notice
may be given by detivery or by depositing in the U.S. Mail, first class, postage prepaid'
26. SeverablUry:
lf any term or condition of this Agreement or the apptication thereof to any person{s) or
circumstances is held inval.id, such inval,idity shatt not affect other terms, conditions or
apptications which can be given effect without the invatid term, condition or apptication' To
this end, the terms and conditions of this Agreement are decl'ared severabte'
Migcellaneous:
27 .1 The County's faiture or delay to insist upon strict performance of any of the
provisions of this Agreement or to exercise any rights or remedies under this
Agreement shal.l. not be construed as a waiver or retinquishment to any extent
of its right to assert or rel.y upon any such provisions, rights or remedies in that
or any other instance; rather the same shatt be and remain in ful't force and
effect-
Kittitas County Professionat Services Agreement
Page 11 ot 20
27
27.2
27.3
27.4
This Agreement embodies the entire Agreement between the county and
Contractor, and supetsedes any and att prior agreements, regarding the Work'
No change, amendment or modification of any provisions of this Agreement
shal,l. be val.id untess setforth in a written instrument signed bythe partyto be
bound thereby.
The rights and remedies of the County set forth in any provision of this
Agreement are in addition to and do not in any way timit any other rights of
remedies afforded to the County by any other provisions of this A$reement' by
any of Contractor's Support or by taw-
The headings of sections and paragraphs of this Agreement are for
convenience Of reference onty and are not intended tO restrict, affect or be of
any weight in the interpretation or construction of the provisions of such
sections or paragraPhs.
28. Waiver:
Waiver of any breach or condition of this Agreement shal.t not be deemed a waiver of any prior
or subsequent breach. No terms or conditions of this Agreement shaLl' be hetd to be waived,
modified or deteted except by an instrument, in writing, signed by the parties hereto'
29. Survivat:
The provisionsof paragraphs 7,g,11,13,14,15,16, 17,18,19,20'21'22'23'24' 28' 30' and
3'l , g2shal.t survive, notlvithstanding the termination or inval.idity of this Agreement for any
reason.
30. Nsndigadmlrlatiqn:
30.1 The County is an equat opportunity emptoyer
34.2 N o nd isp:iminati on i n Em p-loymen"t
ln the performance of this Agreement, the ContractorwiLL not discriminate
against any emptoyee or appticant for employment on the grounds of race,
creed, cotor, national. origin, sex, sexuatorientation, maritalstatus, age or
the presence of any Sensory, mental or physical, handicap;provided that
the prohibition against discrimination in emptoyment because of
handicap shal.t not appty if the particu[ar disabitity prevents the proper
performance of the particutar worker involved- The Contractor shatl ensure
that appl.icants are empLoyed, and that emptoyees are treated during
emptOyment without discrimination becauSe of their race, creed, cotor'
nationat origin, SeX, sexuaI orientation, maritaI status, age or the presence of
any sensory, mental or physicat handicap. Such action shatl' inctude, but not
be limited to: emptoyment, upgrading, demotion ortransfers, recruitment or
recruitment advertising, Layoff or termination, rates of pay or other forms of
compensation, and programs for training inctuding apprenticeships. The
contractor shal,l. take such action with respect to this Agreement as may be
Kittitas County ProfessionaI Services Agreement
Page 12 ot 2O
required to ensure futt comptiance with locat, state and federat laws
prohibiting discrimination in employment'
30.3 Nondiscrinina-tign in Services
The Contractor wil.t not discriminate against any recipient of any services or
benefits provided for in this Agreement on the grounds of race, creed, color,
nationaI origin, sex, sexuat orientation, maritaI status, age or the presence of
any sensory, mentat or physicat handicap.
30.4 lf any assignment and/or subcontracting has been authorized by the County,
said assignment or subcontract shal,t inctude appropriate safeguards against
discrimination. The Contractor shatt take such action as may be required to
ensure futt comptiance with the provisions in the immediatety preceding
paragraphs herein.
31. Preyailin€_li{age:
The contractor shal.l. pay the prevaiting rate of wages to atl. workers, taborers, or mechanics
emptoyed in the performance of any part of the Work in accordance with RCW 39.12 and
the rutes and regutations of the Department of Labor and lndustries. The schedule of
prevaiting wages rates for the Locatity or Locatities of the Work is determined by the
lndustrial Statistician of the Department of Labor and lndustries. lt is the Contractor's
responsibitity to verify the appticabte prevaiting wage rate. lt is understood that the
Contractor is responsibie for obtaining and compl,eting atl required government forms and
submitting same to the proper authorities'
Disputes regarding prevail.ing wage rates sha[t be referred for arbitration to the Director of
the Department of Labor and lndustries. The arbitration decision shatl. be final and
conctusive and binding on al,t parties invotved in the dispute as provided for by RCW
39.12.060.
32. D,ebarment Certif
The Contractor certifies that it:
g2.1 ls not presentl,y debarred, suspended, proposed for debarment, declared
ineLigibte or votuntarity excLuded from covered transactions by any FederaI
department or agencY.
g2.2 Has not within a three-year period preceding the execution of this contract
with Kittitas County, been convicted of or had a civit judgment rendered
against them for commission of fraud or a criminat offense in connection
with obtaining, attempting to obtain, or performing a pubtic or private
agreement or transaction, violation of Federat or State antitrust statutes or
commission of embezzlement, theft, forgery, bribery, fatsification or
destruction of records, makingfatse statements, tax evasion, receiving
stol.en property, making faise ctaims, or obstruction of justice.
Kittitas County ProfessionaI Services Agreement
Page 13 of 20
32.3
32.4
ls not presentty indicted for or otherwise criminaLty or civil'ty charged by a
governmentat entity (Federat, State, or tocat) with commission of any of the
offenses enumerated in paragraphS2.2of this section'
Has not within a three-year period precedingthe preceding the execution of
this contract with Kittitas County had one or more pubtic transactions
(Federat, State, or tocat)terminated for cause of defautt'
Kittitas County Professionat Services Agreem ent
Page 14 of 20
EXHIBIT"A:
SCOPE OF WORK
ln addition to providing a[t materiat and [abor, the contractor shatl' perform the following
activities to operate The Shop Teen Center:
Project Obiective: Enhancing Systems and Reducing Stigma
Project Topic: Prevention, Reduce Stigma
Activities:
r Electyouth board of directors.
r Schedute Youth board meetings.
r Devetop monthl,y prevention activities schedute
o Drug Free Youth Retreat
r Workwith Cascade Prevention Coatition to implement prevention campaigns
Project objective: lncreasing Prevention and EnhancingAccess to care and services
Project Topics: lncreased Access to & Usage of Prevention Services or Activities
Activities:
r Staff training for suicide screening
o Staff training in trauma informed care
r Drug Free Youth Retreat
r Create monthty prevention activity calendar
o lmptement prevention activities
r Promote prevention campaigns with Cascade Prevention Coalition
Kittitas Counly Professionat Services Agreement
Page 15 of 20
EXHIBIT"B"
COMPENSATION
As futt compensation for satisfactory performance of the work, the County shal.l' pay the
Contractor compensation of $1 82,020.
Funds must onty be used to accompl,ish the Scope of Work as found in Exhibit A Scope of
Work.
Atl,owabte expenses inctude, but are not timited to, sataries, wages, benefits, direct ctient
services, promotion, outreach activities, suppties that are necessary and directty related to
the scope of work, professionat devetopment and training, travel, equipment, and
subcontracts.
The purchase of suppties, equipment, and materiats for daiLy generaI activities, inctuding but
not timited to arts and crafts, games, food, and suppties for recreational activities are not
atlowable.
Any uses of these funds outside of the tisted attowabte uses must be approved by Kittitas
County in advance of the expenditure, in writing.
Ail. funding is based on Localtax and fee revenue. lf tocat economic conditions resutt in
insufficient funds to compensate at the stated levels, the County reserues the right to
renegotiate funding amounts to remain within avaitabl,e revenue balances. The Countywitt
notify the Contractor immediatety if financiai forecasting or actuats indicate such a
circumstance.
Au, funds must be spent by 12/3112O26. No extension of the funding period wiLt be granted
Reimbursement Procedures
A. The Contractor shatl submit invoices for services due once a month, which shatt be
emai1ed to Katie Odiaga, Kittitas County Publ,ic Heatth Department, at
i<a lre.ociiaga @co l<itlitas."'va us.
B. Att invoices must be submitted by the 20th day of the month fottowing the calendar
month in which services were detivered.
C. The Gontactor must provide adequate backup documentation to support costs in
each invoice. This inctudes a generat Ledger from the financial accounting system
detaiting transactions and expenditure dates for atlowabte activities within the
period of performance. Payrolt expenses must show emptoyee names, hourty rate,
number of hours, totat pay, and project code. Benefits can be one line item but
shoutd incLude project code. Non-payrotl, expenses must inctude a copy of the
receipt or Payment invoice.
Kittitas County Professional Services Agreeme nt
Page16of20
D. Att invoices must inctude invoice data and an invoice number.
E. Al,t invoices must atso be accompanied by an updated Contractor Spending Form,
as provided by Kittitas County, to ensure that bitting record keeping matches
Gounty records.
F. Faiture to submit required monthty deliverabte reports as outtined in Exhibit A:
Scope of Work may resutt in detayed reimbursement payments or deniat of
invoices.
G. Kittitas County is not Liabte for services provided untess the invoice is received on
time or prior arrangements are agreed to in writing signed by the County'
H. ln no event shatl. payments under this agreement total, more than $1 82,020'
Kittitas County Professional Se rvices Agree me nt
Page 17 ol 2a
EXH|B|T"c"
PROOFOF INSURANCE
The Contractor shal,t secure and maintain in effect at att times during performance of the
Work such insurance as wil.t protect Contractor, its Support and the Additionat lnsured's
from au. ctaims, losses, harm, costs, tiabitities, damages and expenses arising out of
personat iniury (inctuding death) or propefty damage that may result from performance of
the work or this Agreement, whether such performance is by Contractor or any of its
Support.
Ail. insurance shal,L be issued by companies admitted to do business in the state of
washington and have a rating of A-, ctass Vll or better in the most recentl.y pubLished
edition of Best's Reports unless otheruvise approved by the County. lf an insurer is not
admitted, all insurance poticies and procedures for issuing the insurance poticies must
compl.y with Chapter 48.15 RCW and 284-15 WAC'
The Contractor shalt provide proof of insurance for:
1 ) ep:mmerciat Generat Liabit@.' "":
ll, -lfi llid#*:ffiTJ'""Jl*, "", asere ga,e
. $1,000,000 personal and advertising injury' each offense
. Certificate Ho[der- Kittitas County
, The certificate must name the county as additional insured as
defined in the A$reement
r sixty (60) days written notice to the county of canceltation
of the insurance pol'icy.
2l StopQap/EmptoyelsliaIilW.. Covera$e Limits not less than:
: $i:333:333 :1"J::::li,lu,,*,,
. $t,ooo,ooo disease - each emPloYee
r Thirty (30) days written notice to the County of cancetlation
of the insurance Pol'icY.
3) Cs.mmelaiat Autom qbite l-iabi tity I nsu ra nce
Kittitas Co u nty Professional Services Agree ment
PagelBof20
Automobite Liabil'ity for owned, non-owned, hired' and leased
vehicles, with an MCS 90 endorsement and a CA 9946 endorsement
attached if 'pottutants' are to be transported'
Coverage timits not less than:
. $t,000,000 combined singte timit
Thirty (30) days written notice to the County of cancetlation
of the insurance PoticY.
4)
%pensation in amounts required by taw.
Contractor shatl. furnish the County a Certificate of lnsurance with Endorsement as
evidence that poticies providing insurance required by this Agreement are in futl force and
effect. Contractor hereby waives att rights of recourse, inctudin$ any right to which another
may be subrogated, against Kittitas county for personat injury, inctuding death' and
property damage. contractor's insurance poticies required above shat[ be primary
insurance and shal,t be non-contributingwith any other insurance maintained by Kittitas
CountY.
The Contractor shau. assume ful.t responsibitity for alt toss or damage f rom any cause
whatsoever to any toots, contractor's emptoyee-owned toots, machinery, eguipment, or
motor vehictes owned or rented by the Contractor, or the Contractor's agents' Supptiers or
contractors as wetl as to any temporary Structures, scaffo|,ding and protective fences'
The contractor shal.l have so[e responsibil,ity for ensuring the insurance coverage and
timits required are obtained by subcontractors'
NOTE: No contract Shail, form until, and untess a copy of the certificate of lnsurance with
Endorsement, properl,y compteted and in the amount required, is attached hereto'
Kittitas County ProtessionaI Services Agreement
Page19of20
I
I
EXHIBIT"D''
Contractor shatl. provide quarterty and annuat progress reports by answering the questions
provided in this Exhibit. Ptease submit progress reports to the cl'erk at
healthanclhu66115g-rvic-es@co,klt-titas'wa'us bythe tast dayof the month fotl'owingthe
quarter in which services were detivered'
The report shatt inctude, at a minimum:
r A narrative of proiect activities during the reporting period, inctuding the
activities outtined in Exhibit A'
o A narrative of project successes during the reporting period'
oAnarrativeofprojectchattengesduringthereportingperiod'
o A narrativ'e of progress made toward the project obiectives'
o A data summary of the fol'towing outputs:
o For Enhancing Systems and Reducing Stigma:
. Number of peopl,e exposed to/number of publ,ic awareness campaigns
and messages
.Numberandpercentageofindividuatswhohavedemonstrated
improvementinknowtedge,attitudes,orbetiefsretatedtoprevention
andlor Promotion
.Numberofindividuatstrainedinpreventionorbehavioralhealth
Promotion
' Number of youth participants in prevention programs
o For lncreasing Prevention and EnhancingAccess to care and services:
.NumberofindividualsreferredtocrisisorotherbehavioraIhealth
services for suicide risk' ideation or behavior
.Numberofindividuatstrainedinpreventionorbehavioratheal.th
promotion
.Numberofindividuatstrainedintrauma-informedcarepractices
' Number of youth participants in prevention services
TheCountyretainStheri$httorequestctarificationoradditionatinformationofthe
appticant as needed to assess project progress and/or appropriate use of funds'
Faiture to submit the required reports may resutt in detayed reimbursement payments'
deniat of invoices, or contract termination'
Kittitas Co u nty Prof essionat Services Agreement
?age2j ot 20
o
Kittitas County Public Health
Contract/Agreement Review Form
Kittit.r5 {0uil!l
Public Health
Deiltrtrnenl
Today's Date 2t27t2025 l'?kl
l.4i';l Legal Request #:11 362
Fund/Department:1/1Oth of Mental Health fax|tlil Agenda Date
Contract/lnformation
Contract/Agreement Agency: Commun ity Bui lders
Contract/Agreem entTitle: Amendment 1 to PSA between Community Builders and Kittitas County
End Date: 1213112026Begin Date: 0110112025
Contract/Agreement *: P H M H-009Total S Amount: $182,020.00
Contract/Agreement Summa rY:
1/1gth of 1o/o Mental Health and Chemical Dependency Tax funding award to Community
Builders to operate The Shop Teen Center in Kittitas County.
Kittitas County Prosecutor and Auditor Review and Comment:
APP
Date
3 z\-
Signature of utor's
DateSignature of Auditor's
Information
Pass Throu lnformation
105 - 560.3134000Revenue Code(s)
105 - 560.54101Expense Code(s):
! ruot Checked (reason)Agency is not suspended/disbarred
Agency to Pass Through
Expense CodeAmount to Pass Through
Sub-Contract Approved Date
ADMIN Version: 0 Supersedes: 0 Date Adopted : 72 / O! 2A24 Modified By: Katie Odiaga Approval By: Chelsey Loeffers
AMENDMENT NO. 1
to the PROFESSIONAL SERVICES AGREEMENT PHMH-011
between cl,e Elum Roslyn schoot District and KITTITAS COUNTY
dated 01 I 01 I 2025 - 1 21 31 I 2025
For
The addition of the fottowing statement under Exhibit B, Compensation, which
inctudes the fottowing statement:
Ail.owabte direct expenses inctude, but are not timited to, salaries, wages, benefits, direct
cLient services, promotion, outreach activities, suppties, professionat devetopment and
training, travet, equipment, and subcontracts. Att expenseS must be necessary and directty
retated to the scope of work as outtined in Exhibit A. Contractor witt refer to their approved
budget document submitted through the f unding request process for tine-item expenses.
Any changes or updates to the budget must be approved by Kittitas County through the
appointed contract manager in advance of the expenditure, in writing.
Att other terms and conditions of the agreement remain in futL force and effect'
lN WITNESS WHEREOF, the parties have executed this Agreement this
I 3r dayor
APPROVED:
S natu of Signatory
ri I ,2025
APPROVED:
BOARD OF COUNTY COMMISSIONERS
KITTIT UNry,WASHINGTON
Laura ,C al
tfi\ wtw ltt
Print Name of Signatory
Gontractor's Address
4244 Bullfrog Road
Cte Etum, WA 98922
Project Contact
Name John Belcher
Co , Vice Chairman
ith, Commiss ioner
of the
frtutie Kjorsvik
I Mandy Buchhotz
Approved as to Form
Dep uty Prosec uti ng Atto rney
county's Address
205 West 5'h Ave, Suite 108
Ettensburg, WA 98926
Project Contact
Name Kasey Knutson
Titte Human Services Manager
Cot
u'r
q'
7
\\)
SEAL
1llt25,12:38 PM
Unique Entity lD
UEGDGWAGST1T
Doing Business As
(blank)
Division Name
(blank)
Cong ressional District
Washington 08
Owner
lmmediate Owner
Highest Level Owner
CAGE/NCAGE
5PF85
SAM-gov
CLE ELUM ROSLYN SCHOOL
DISTRICT
Active Registration
Entityr lnformation
Expiration Date
Mar 5, 2025
PhysicalAddress
2690 State Route 903
Gle Elum, Washington
98922-87 04, U n ited States
Mailing Address
4244 Bullfrog RD
Cle Elum, Washington
98922-87 04, U n ited States
Purpose of Registration
Federal Assistance Awards OnlY
Version
Current Record
B [J S I tt E$S g t\i FS RMA,TI 0N
URL
{blank}
Division Number
{blank)
StatelCountry of
lncorporation
{blank), (blank)
CAGE
{blank)
(blank)
Legal Business
Name
(blank)
(blank)
Registration Dates
Activation Date
Mar 7,2024
Submission Date
Mar 5,2O24
https://sam.g o,rtentities/vieyr/UEGDGWAGBT 1 7/coreDa ta?status=Active&emrKevva lue=144697 3-17 096368781 36935 1t2
117125,12:38 PM
lnitial Registration Date
Sep 9, 2009
SAM.gov
Entity Dates
Entity Start Date
Sep 1,1950
Fiscal Year End Close Date
Aug 31
Executive Compensatio n
Registranls in the System for Award Management (SAM) respond to the Executive Compensation questions in accordance
with Section 6202 of p.L. 11}-2sl,amending tfre feOerat Funding Accountability and Transparency Act (P'L '109-282)' This
information is not displayed in SAM. lt is sent to USAspending.gov for display in association with an eligible award'
Maintaining an active registration in SAM demonstrates the registrant responded to the questions'
SAM SEA RCFI AI.JTHO RIZATION
I authorize my entity's non-sensltive information to be displayed in SAM public search results:
Yes
ENTITY TYPES
Business Types
Entity Structure U.S' Government Entity
Entity TYPe US Local Government
Profit Structure {blank)
OrganizationFactors {blank}
Socio-Economic TYPes
Check the registrant's Reps & Certs, if present, under: FAR
52.212-3 or FAR 52.219-1 to determine if the entity is an SBA-
cerlified HUBZone small business concern. Additional small
business information may be found in the SBA's Dynamic Small
Business Search if the entity completed ihe SBA supplemental
pages during registration.
https://sam.gov/entities/view/UEGDGWAG8T17/coreData?status=Active&emrKeyValue=.1446973-1 709636878136935 2t2
3
Kittitas County Public Health
Contract/Agreement Review Form
Kittitas Caunty
Public Health
Departmeflt
Today's Date:01t0812025 [,,
'l
Leeal Request #I\?QtP
Fund/Department:1/'1Oth of 1% Mental freaftfr fax [' ; .l Agenda Date
Contract/lnformation
Contract/Agreement Agency: Cle Elum-Roslyn School District
Districtle-Eluc SchoolnmthetoatStudentsMentaIthHeaServicesRoslyleTitProvidContramentngct/Agree
End Date: 1213112025Begin Date: U|A12O25
Contract/Agreement *: PHMH-01 1Total S Amount: $1 43,600
Co ntract/Agreem ent Summa rY:
1/1gth funding to Cle Elum -Roslyn School District to provide mental health services to the
students in Cle Elum-Roslyn School District.
Date
I 'J t.){-
Kittitas Gounty Prosecutor and Auditor Review and Comment:
-2{
Signatu of
R
r's offi
DateSignature of Auditor's ce
lnformation
Pass Through lnformation
Revenue Code(s)105 - 5C0.Vt3Ltoao
Expense Code{s}/o! -€60' 9vt o1
Agency is not suspended/disbarred Not Checked (reason)
Agency to Pass Through
Expense CodeAmount to Pass Through
Sub-Contract Approved Date
ADMIN Version:0 Supersedes: 0 Date Adopted : L?./OL/2924 Modified By: Katie Odiaga Approval By: ChelseY Loeffers
117125,12:38 PM
Unique Entity ID
UEGDGWAGST1T
Doing Business As
(blank)
Division Name
(blank)
Con g ression al District
Washington 08
Owner
lmmediate Owner
Highest Level Owner
CAGE/NCAGE
5PF85
SAM.gov
CLE ELUM ROSLYN SCHOOL
DISTRICT
Active Registration
Entity lnformation
Expkation Date
Mar 5, 2025
Physical Address
2690 State Route 903
Gle Elum, Washington
98922-87 04, U n ited States
Mailing Address
4244 Bullfrog RD
Cle Elum, Washington
98922-87 04, U n ited States
Purpose of Registration
Federal Assistance Awards OnlY
Version
Current Record
BUSINESS INFORMATION
URL
(blank)
Division Number
{blank)
State/Country of
lncorporation
(blank), {blank}
CAGE
(blank)
{blank)
Legal Business
Name
(blank)
(blank)
Registration Dates
Activation Date
MarT,2O24
Submission Date
Mar 5,2A24
https://sam.govi entities/viewlU EGDG\r'/AGBT1 TicoreData?status=Active&emrKeyValue=1446973-1 7096368781 36935 1t2
117125,12:38PM
lnitial Registration Date
SeP 9, 2009
SAM.gov
Entity Dates
Entity Start Date
Sep 1,1950
Fiscal Year End Close Date
Aug 31
Executive Gompensation
Registrants in the system for Award Management (sAM) respond to the Execulive compensation questions in accordance
with Section 62O2 of P.L. 1lA-252, amending the Federal Funding Accountability and Transparency Act (P.L. 109-282)' This
information is not displayed in SAM. lt is sent to USAspending.gov for display in association with an eligible award.
Mainlaining an active registration in SAM demonstrates the registranl responded to the questions-
SAM SEARCH AUTHORIZATION
I authorize my entity's non-sensitive information to be displayed in SAM public search results
'.?;
Yes
ENTITY TYPES
Business Types
Entity Structure U,S, Government Entity
Entity TYPe US Local Government
Profit Structure (blank)
OrganizationFactors {blank)
Socio-Economic Types
Check the registrant's Reps & Certs, if present, under FAR
52.212-3 or FAR 52.219-1 to determine if the entity is an SBA-
certified HUBZone small business concern. Additional small
business information may be found in the SBA's Dynamic Small
Business Search if the entity completed the SBA supplemental
pages during registration.
https://sam.gov/entitieslviewlUEGDGWAGgTl T/coreData?status=Active&emrKeyValue=1446973-1709636878136935 2t2
This Agreement is made by and between Kittitas County (hereinafter "the County") and Cle
El,um-Rosl.yn Schoot District (hereinafter "Contractor")' The County and Contractor agree as
foltows:
PROFESSIO NAL SERVICES AGREEM ENT
Between
KITTITAS COUNTY
and
Cte Etum'RostYn Schoo[ District
For
Providing Mental, Heatth Services to the Students at Cte El'um-Rostyn School District
o Generat Conditions
r Exhibit A (ScoPe of Work)
r Exhibit B (ComPensation)
r Exhibit C (Proof of lnsurance)
o Exhibit D (RePorting)
forth herein.
Kittitas County ProfessionaI Services Agreement
Page 1 of 19
copies of which are attached hereto and incorporated herein by this reference as futly as if set
The term of this Agreement sha[], commence on 1/1l2}25and continue untit 12/3112025' Any
party may terminate this Agreement by giving thirty (30) days' notice in writing either
personalty detivered or maited postage-prep"io ny certified mail, return receipt requested' to
the party's last known address for the purposes of giving notice under this paragraph'
Contractor acknowl,edges and by signing this Agreement agrees that the lndemnification
provisions set forth in Paragraphs 7 (lndependent Contractor)' 9 (Taxes)' 15 (Defense and
lndemnity Agreement), 21 (Patent/Copyright lnfringement) and 24 (Confidential'ity)' are totatty
and ful.ty part of this Agreement and have been mutuatty negotiated by the parties'
lNW|TNEssWHEREoF,thepartieshaveexecutedthisAgreementthis
4baav ot ,2A25.
APPROVED:
Sign of Signatory
\ Date
APPROVED:
BOARD OF COUNW COMMISSIONERS
KITTITAS COUNW, WASH I NGTON
n
Jo tr'. E*( dNv'
ch rmanPrint Name of Signatory
Kittitas Co u nty Prof essiona t Services Agree me nt
Page2of19
Cterk of the ard
Approved as to Form:
,,'6'l''{ 'l
Deputy Prosecuting AttorneY
$irrlrt!
Gontractor's Address
4244BulLtrog Road
Cl,e Etum,WA 98922
Project Gontact
Name John Betcher
Kittitas Co unty Professio naI Se rvices Agreement
Page 3 of 19
Gounty's Address
205 West 5'h Ave, Suite 108
EtLensburg, WA 98926
Project Contact
Name Erin Moore
Titte DePutY Director
1 . ScCIPegJeadractor's Services:
contractor agrees to provide to the county services and any materiats set forth in the project
narrative identified in Exhibit "A" during the Agreement period. No materiat, labor, or facitities
witt be furnished by the County, unLess otherwise provided for in the Agreement'
GENERAL CONDITIONS
"AdditiOnat lnsUred'S" means the County, its Successors and assigns, and
the respective directors, officers, emptoyees, agents and representatives of
the County and its successors and assigns'
,,Suppoft,, means the foll,owing: contractor's directors, officers, emptoyees,
agents and representatives; and sub-contractors of anytier; the respective
directors, officers, emptoyees, agents and representatives of these sub-
contractors of any tier; and any other person or entity acting under the
direction or control of, or on behaLf of, contractor or any contractor's sub-
Contractors of any tier in connection with or incident to the performance of the
Work orthis Agreement.
The ,.work" means att of the duties tisted in Exhibit A and the performance of att
other obLigations under this Agreement by contractor or its support'
2. Perfolrnance of Work: -
Contractor shal.t perform work in accordance with, and shatt compl.y with, att of the provislons
of this Agreement. AtL work shal.t compLy with appLicabte codes and ordinances'
3. Sehedule.glfedama_rlae:
Untess directed otheruuise by the County, the Contractor shatl' perform the work in
accordance with any sehedul.es made a part of this Agreement.
4. Oefiaitisn-s:
4.1
4.2
4.3
5.Accauft ing-a.nd-Paynt-el.tlol-Q-o"n!raeto-r'-Ssnrjse-s:
Payment to the contractor for services rendered under this Agreement shatt be as set forth in
Exhibit "B". Where Exhibit "8" requires payments by the county, payment shatl' be based
upon biltings, supported unless otheru,lise provided in Exhibit "B", bY documentation of units
of work actuatty pefformed and amounts earned, incl'uding where appropriate' the actuat
number of days worked each month, total number of hours for the month, and the totaL dottar
payment requested. Unless specificalty stated in Exhibit "B" or approved In writing in advance
by the Kittitas county Board of commissioners, the county wi[t not reimburse the contractor
for any costs or expenses incurred by the Contractor in performance of this Agreement'
Where required, the County shati, upon receipt of appropriate documentation' compensate
the contractor, no more often than monthty, through the county voucher system, for the
contractor's service pursuant to the fee schedute set forth in Exhibit "8"'
Kittitas County ProfessionaI Services Agreement
Page4oflg
6. Aaglgnmerlt.and$u.hcsntracling:
No portion of this Agreement may be assigned or subcontracted to any other individuat' firm
or entitywithoutthe express and priorwritten approval of the county'
The contractor may onl.y subcontract work contempl'ated under this agreement if it obtains
the prior written approval of the County'
lf the county approves subcontracting, the contractor shail maintain written procedures
retated to SUbcontracting, as weLtas copies of atl' subcontracts and records retated to
subcontracts. For cauSe, the County in writing may require the Contractor to amend its
subcontracting procedures as they rel,ate to this agreement, prohibit the Contractor f rom
subcontracting with a particul,ar person or entity, or require the Contractor to rescind or
amend a subcontract.
Every subcontract ShatL bind the Subcontractor to fotiow att appticabte terms of this
agreement. The Contractor is responsibLe to the County if the Subcontractor faits to
compl.ywith any appl,icabLe term or condition of this agreement' The contractor shatl
appropriatety monitor the activities of the subcontractor to assure f iscat conditions of this
agreement. ln no event shal,t the existence of a subcontract operate to retease or reduce
the tiabil.ity of the Contractor to the County for any breach in the performance of the
Subcontractor's duties.
Every SUbcontract shal.t inctude a term that County is not l'iabte for ctaims or damages
arising from a subcontractor's pedormance of the subcontract.
7 . Lnde.p-e nd.en Le*a-n-tr'aqtp-r :
The Contractor,s services shaLl. be furnished by the Contractor as an independent Contractor
and nothing herein contained shatl, be construed to create a retationship of employer-
employee or master-servant, but all' payments made hereunder and al'L services performed
shatt be made and performed pursuant to this Agreement by the contractor as an
independe nt Contractor.
The contractor acknowl.edges that the entire compensation for this Agreement is specified in
Exhibit,,B,, and the contractor is not entitted to any county benefits incLuding, but not timited
to: vacation pay, hoLida y pay,sick Leave pay, medicat, dentat, or other insurance benefits' or
anyotherrightsorprivil'egesaffordedtoKittitasCountyemployees.
Contractor wiLl. defend, indemnify and hotd harmless the County' its AdditionaI lnsured's'
officers, agents or emptoyees from any loss or expense, incl'uding but not Limited to
settlements, judgments, Setoffs, attorneys' fees or Costs incurred by reason of ctaims or
demands because of breach of the provisions of this paragraph'
8 . N-o, -G u-a ra.[tae,-of .E m p.lp-yn: e-nt :
Kittitas County Professional services Agreement
Page 5 of 19
The performance of atL or part of this Agreement bythe Contractor shat[ not operate to vest
any empl,oyment rights whatsoever and shatl. not be deemed to guarantee any employment of
the contractor or any emptoyee of the contractor or any sub-contractor or any emptoyee of
any sub-contractor by the county at the present time or in the future'
9. Taxes:
The Contractor understands and acknowtedges that the County witt not withhotd FederaI or
state income taxes. where required by state or Federal' taw, the contractor authorizes the
County to make withhotding for any taxes other than income taxes (i'e' Medicare)' Att
compensation received by the contractor witl be reported to the lnternaI Revenue service at
the end of the catendaryear in accordance with the appticabte IRS regutations' lt is the
responsibitity of the Contractor to make the necessary estimated tax payments throughout
the year, if any, and the Contractor is soteLy tiabte for any tax obtigation arising from the
Contractor's pefformance of this Agreement. The Contractor hereby agrees to indemnifythe
County against any demand to pay taxes arising from the Contractor's faiture to pay taxes on
compensation earned pursuant to this Agreement-
The County witl. pay sates and use taxes imposed on goods or services acquired hereunder as
required by Law. The Contractor must pay att other taxes incl'uding, but not limited to:
Business and Occupation Tax, taxes based on the ContractOr's gross or net income' or
personal property to which the County does not hol'd titl'e' The County is exempt from Federal
Excise Tax.
1 0. Begu-t-atlo ns- and 3e-qui,reff-Q$:
This Agreement shal.L be subject to atf [aws, rutes and regulations of the United States of
America, and state of washington, and pol,iticat subdivisions of the state of washington' and
to any other provisions set forth herein or in the attached exhibits-
11. Rjghlto Revie.w:
This contract is subject to review by any Federat or state auditor. The county or its designee
shal,l have the right to review and monitorthe financial' and service components of this
program by whatever means are deemed expedient by the County' Such review may occur
with or without notice, and may inctude, but is not Limited to, on-site inspection by County
agents or employees, inspection of atl' records or other materiats which the County deems
peftinent to the Agreement and its performance, and any and atl communications with or
evatuation by service recipients under this Agreement. The contractor shat[ preserve and
maintain al,t f inanciaI reCords and records reLating to the performance of work under this
Agreement for 6 years after contract termination, and shatl make them avaitable for such
review, within Kittitas County, State of WaShington, upon request'
12. Mo-difle-atiax-$:
l2.lEitherpartymayrequestchangesintheAgreement.Anyandal.|agreed
modificationsshaltbeinwriting,signedbyeachoftheparties.
Kittitas County ProfessionaI Services Agreement
Page6of19
12.2
12.3
12.4
12.5
The county may, at any time, by written notice thereof to contractor ("change
Notice,,) makes changes in the Work within the $enerat scope of this
Agreement, inctuding, but not l,imited to: (a) changes in' revisions to'
suOstitutions for, additions to or detetions of any Work; (b) changes in
schedute; and (c) acceteration, deceteration or suspension of performance of
anyWork.
lf any change in the Work causes an increase or decrease on ContraCtor's cost
of , or the time required for, performance of the work, an equitabl'e adjustment
in the compensation to contractor and in the scheduLe for the performance of
theWorkshattbemadetorefl,ectsuchanincreaseordecrease.
Notwithstanding any dispute or delay in arriving at a mutuatty acceptabte
equitabte aojustment, contractor shaLt proceed in accordance with a[l' change
Notices. The contractor must, within thirly (30) days after receipt of any
change Notice that does not set forth any acceptabte adjustment, submit to
theCoUntyawrittenStatementsettingforthanyadjustmentcl'aimed.
lf any change resul,ts in a decrease in the work performed, contractor shail be
entiil.ed to compensation associated with changing the work, such as revising
designal'readycompteted,revisingca[culationsatreadypedormed,and
revising documents-
t 3. T-e rm i na-tlo,nlc r. Delaull:
lf the Contractor defauLts by fail,ing to perform any of the obtigations of the Agreement or
becomes insolvent or is dectared bankrupt or commits any act of bankruptcy or insotvency or
makes an assignment f or the benefit of creditors, the county may, by depositing written
notice to the Contractor in the U,S. mait, postage prepaid, terminate the Agreement, and at
the county's option, obtain pedormance of the work etsewhere' lf the Agreement is
terminated for defauLt, the Contractor shatt not be entitl'ed to reeeive any further payments
under the Agreement untit al.t work cal,l.ed for has been futl.y performed. Any extra cost or
damage to the County resul,tingfrom such default(s) shal'L be deducted from any money due
or coming due to the Contractor' The Contractor shatt bear any extra expenses incurred by
the County in compteting the work, and al.[ damage sustained, or which may be sustained by
the county by reason of such defautt.
lf a notice of termination for defautt has been issued and it is tater determined for any reason
that the Contractor was not in defautt, the rights and obl.igations of the parties shatt be the
same as if the notice of termination had been issued pursuant to the Termination for Pubtic
Convenience ParagraPh hereof'
1 4 . 1-.e-r m in a.t i-o n f o r p u b ti.e e o-nv-enie-n-c-"e :
Kittitas Cou nty Prof essionaI Services Agreement
PageT of 19
5,.
The County may terminate the Agreement in whol'e or in part whenever the County
determines, in its sote discretion that such termination is in the best interests of the County'
Whenever the Agreement is terminated in accordance with this paragraph' the Contractor
shatL be entitted to payment for actuat work performed at unit contract prices for comp[eted
items of work. ln the event of such termination, an equitabl'e adjustment shatl be made in the
compensation payabl'e to contractor'
An equitabl.e adjustment in the contract price for partiaLl,y compteted iterns of work witt be
made, but such adjustment shatt not inctude provision for toss of anticipated profit on
de1eted or uncompteted work. Termination of this Agreement by the County at any time
during the term, whether for defaul.t or convenience, shatl not constitute a breach of contract
bythe CountY.
1 5' D-elefls-s-&-indemribrAgrgsrrrre nt:
The contractor agrees to and shatl, defend, indemnify and hol'd harmtess the county, its
Additiona[lnsured's, appointed and etective officers, agents and emptoyees' from and
against atL toss or expense, including but not timited to judgments, setttements' attorney'S
fees and costs by reason of any and attctaims and demands upon the County' its Additionat
lnsured'S, its etected or appointed officiats, agents, or emptoyees for damages because of
personal or bodiLy injury, inctuding death at any time resutting therefrom, sustained by any
person or persons and on account of damage to properly including loss of use thereof'
whethersuch injuryto persons ordamage to property is due tothe negtigence of the
Contractor, its sub-Contractors, its etecled officers, emptoyees or their agents, except onty
such injury or damage as shatl have been occasioned by the soLe negtigence of the county' its
Additional. lnsured's, appointed or etected officiats, agents, or emptoyees' lt is further
provided that no tiabitity shaLt attach to the County by reason of entering into this contract'
except as expressty provided herein.
1 6. I nd u,:lrial.ins-ura.nce-lV-a ver:
with respect to the pedormance of this Agreement and as to ctaims against the county' its
Additionat lnsured's, officers, agents and empl.oyees, the Contractor expressty waives its
immunity underTitl,e 51 of the Revised code of washington, the lndustrial lnsurance Act' for
injuries to its emptoyees and agrees that the obtigations to indemnify, defend and hotd
harmLess provided in this agreement extend to any ctaim brought by or on behatf of any
empl,oyee of the Contractor. This waiver is mutualty negotiated by the parties to this
Agreement.
1 7. V-enlie,and-Choics o-l Law:
ln the event that any Liti$ation shoutd arise concerning the construction or interpretation of
any of the terms of this Agreement, the venue of such action of Litigation shall' be in the
Superior court of the state of washington in and for the county of Kittitas' This Agreement
shalt be governed by the taw of the State of Washington'
l<ittitas Co unty ProfessionaI Services Agreement
Page8of19
1 8. Withhol.dingeaymeff:
ln the event the Contractor has faited to perform any obtigation to be pefformed by the
Contractor under this Agreement within the time set forth in this Agreement, then the County
may, upon written notice, withhol,d at[ monies due and payabl'e to Contractor, without
penatty, untit such faiture to perform is cured or otherwise adjudicated'
1 9. tuturaNon-dlloeatian-ofEunds :
lf sufficient funds are not appropriated or attocated for payment under this Agreement for any
future fiscal. period, the County witt not be obtlgated to make payments for services or
amounts incurred after the end of the current fiscal period' No penal'ty or expense sha[[
accrue to the County in the event this provision appties'
20.qontraator$*ornmitrn-enls,Warrantie-s-and5-epre-sgdation$:
The contractor represents and warrants to the county as foltows:
2A.1 The Contractor is du[y incorporated, vatidly existing and in good standing
under the taws of the state of washington and has al'|. requisite corporate
power and authority to enter into and to per{orm its obl'igations under this
Agreement'
20.2 The contractor has the authority to execute this Agreement, to make the
representations and warranties set forth in it and to perform the obligations
of the contractor under this Agreement in accordance with its terms'
20.3 This Agreement has been val'idty executed by an authorized representative
of the Contractor and constitutes a vatid and Legatty binding and
enforceabte obtigation of Contractor'
2A.4 The contractor has or wilL obtain prior to the commencement date such
licenses, permits and other authorizations from federa[, state and other
governmentat authorities, as are necessary for the performance of its
obtigations under this Agreement'
20-5 The contractor is not in viol.ation of any appl,icabl'e taw, ordinance or
regutation the consequence of which witL or may material'ty affect
contractor's abitity to perform its obtigations under this Agreement' The
contractor is not subject to any order or judgment of any couft, tribunat or
governmentat agency which materiatl.y and adversel,y affects its operations
or assets in the State of Washington, or its abil'ity to perform its obtigations
under this Agreernent'
20.6 None of the representations or warranties in this Agreement, and none of
the documents, statements, certificates or schedutes furnished or to be
furnished by contractor pursuant hereto or in connection with the
performa nce of the obl'i$ations contemptated under this Agreement,
contains or witt contain any untrue statement of a materia[ fact or omits or
wiil. omit to state a materiaI fact necessary to make the statements of fact
contained therein not misteading'
Kittitas County Professionat Services Agreement
Page I of 19
2 1 . PatenUQopyrish-tlnfringemenr;
contractor witt defend and indemnify the county f rom any ctaimed action, cause or demand
brought against the County; to the extent such action is based on the cl"aim that information
supptied by the contractor inf ringes any patent or copyright. The contractor wiLt pay those
costs and damages attributabte to any such ctaims that are finaLty awarded against the
County in any action. Such defense and payments are conditioned upon the fotLowing:
21.1 contractor shatt be notified promptty in writing by county of any notice of such
ctaim.
21.2 Contractor shatt have the right, hereunder, at its option and expense, to obtain
for the county the right to continue using the information, in the event such
ctaim of infringement is made, provided no reduction in perforrnance or loss
resutts to the CountY.
22. DjspJjte-s:
22.1 9eneral
Differences between the contractor and the county, arising under and by
virtue of the Agreement Documents shatt be brought to the attention of the
county at the eartiest possibte time in orderthat such matters may be settLed'
or other appropriate action promptLy taken. Except for such obiections as are
made of record in the manner hereinafter specified and within the time timits
stated, the records, orders, instructions, and decisions of the Kittitas county
Commissioners shatl be final' and conclusive'
22.2 [Lq-tisepjPst-entlalQ-Lanrs
The contractor shatt not be entitl,ed to additional compensation which
otherwise may be payabl.e, or to extension of time for (1 ) any act or failure to act
bythe County, or (2) the happening of any event or occurrence' unless the
Contractor has given the County a written Notice of Potential' Ctaim within ten
(10) days of the commencement of the act, failure, or event giving rise to the
ctaim, and before finat payment by the county' The written Notice of PotentiaI
Ctaim shatt set forth the reasons for which the Contractor betieves additional'
compensation or extension of time is due, the nature of the cost invotved' a'nd
insofar as possibte, the amount of the potentiat cLaim- contractor shat[ keep
ful.t and complete daiLy records of the work performed, labor and material
used,andatl.costsandadditionattimectaimedtobeadditional'
22.3 _D*slaile-d-c-taim
The contractor shalL not be entitled to cl,aim any such additional'
compensation, or extension of time, untess within thirty (30)days of the
comptetion of the poftion of theworkfromwhichthe claim arose, and before
finat payment by the county, the contractor has given the county a detaited
written statement of each etement of cost or other compensation requested
Kittitas County Prolessio naI Services Agreement
Page 10of19
and of all etements of additionat time required, and copies of any supporting
documents evidencing the amount or extension of time c[aimed to be due'
23. Ovunershipeflfems.Irodueed :
Attwritings, programs, data, publ.ic records or other materiats prepared by the Contractor
and/or its consul,tants or sub-contractors, in connection with the performance of this
Agreement shatt be the sote and absoLute property of the County.
24. e_ox'idenliaii*:
The Contractor, its emptoyees, sub-ContractorS, and their emptoyees shatt maintain the
confidential.ity of al.l. information provided by the County or acquired by the Contractor in
performance of this Agreement, except upon the prior written consent of the Kittitas county
prosecuting Attorney or an order entered by a court after having acquired jurisdiction over the
County. Contractor'shal,t immediatety give to the County notice of any judiciaI proceedings
seeking disclosure of such information. contractor shal.t indemnify and hol'd harmLess the
County, its AdditionaI lnsured's, officiats, agents or employees from aLt toss or expense'
incl.uding, but not Limited to SetttementS, judgments, setoffs, attorneys'fees and coStS
resutting from Contractor's breach of this provision'
To the extent that any information obtained by the Contractor is required to be shared with or
provided to others by the terms of the Statement of the Work, this provision is not breached
by such acts.
25. Notic.e:
Except aS Set fofth elsewhere in the Agreement, for alt purposes under this Agreement'
except service of process, notice shalt be given by the contractor to the department head of
the department for whom services are rendered, and to the Kittitas county commissioners'
205w5,hAve,suite10B,El.tensburg,wA98926. Noticetothecontractorforatlpurposes
under this Agreement shatl, be given to the address reftected on the signature page' Notice
may be given by del.ivery or by depositing in the U.S. MaiL, first ctass, postage prepaid'
26. severablliU:
lf any term or condition of this Agreement or the apptication thereof to any person(s) or
circumstances is heLd invalid, such inval,idity shaLt not affect other terms, conditions or
apptications which can be given effect without the invalid term, condition or application' To
this end, the terms and conditions of this Agreement are declared severabte'
27 MiEe,e,tlane-o-us:
27 .1 The County's f ailu re or detay to insist upon strict performance of any of the
provisions of this Agreement or to exercise any rights or remedies under this
Agreement shatt not be construed as a waiver or retinquishment to any extent
of its right to aSSert or rely upon any such piovisions, rights or remedies in that
or any other instance; ratherthe same shaLl, be and remain in futtforce and
effect.
Kittitas Cou nty ProfessionaI Services Agreeme nt
Page11of19
27.2
27.3
27.4
This Agreement embodies the entire Agreement between the county and
contractor, and supersedes any and aLt prior agreements, regarding the work'
No change, amendment or modification of any provisions of this Agreement
shal,t be vatid unl,ess set forth in a written instrument signed by the party to be
bound therebY.
The rights and remedies of the county set forth in any provision of this
Agreement are in addition to and do not in any way timit any other rights of
remedies afforded to the County by any other provisions of this Agreement' by
any of Contractor's Support or by [aw'
The headings of sections and paragraphs of this Agreement are for
convenience of reference onty and are not intended to restrict, affect or be of
any weight in the interpretation or construction of the provisions of such
sections or ParagraPhs'
28. Waiver:
Waiver of any breach or condition of this Agreement shatt not be deemed a waiver of any prior
or subsequent breach. No terms or conditions of this Agreement shatL be hel'd to be waived'
modified or deteted except by an instrument, in writing, signed by the parties hereto'
29. Survival:
The provisions of paragraphs 7,g,11, 13,1 4,15,16,1J'18'19'20'21'22'23'24' 28' 30' and
31 ,32shat[ su rvive, nOtwithstanding the termination or invatidity of this Agreement for any
reason.
3 0. N-o-n-d-tsc, t"-i.mj r'a-ti-o-n :
30.1 The County is an equa[ opportunity emptoyer
30.2 N-ondi"s-e rjfl1-inati,gn,l-n Emplayrl0-e-n-t .tt not discriminateln the performance of this Agreement, theContractorwl
against any empl.oyee or appticant for emptoyment on the grounds of race'
cieed, coLor, nationai origin, seX, sexuaI orientation, maritat StatuS, age or
the presence of .ny ".n*ory,
mental. or physicat handicap; provided that
the prohibition against discrimination in empLoyment because of
handicap shalt not appty if the particutar disabitity prevents the proper
performance of the particutar worker invotved. The Contractor shat[ ensure
that appticants are empl'oyed, and that employees are treated during
emptoyment without discrimination because of their race, creed, cotor,
nationat origin, sex, sexual. orientation, marital status, age or the presence of
any sensory, mental or physicat handicap. such action shatl inctude, but not
be timited to: emptoyment, upgrading, demotion ortransfers, recruitment or
recruitment advertising, Layoff or termination, rates of pay or other forms of
compensation, and programs for training inctuding apprenticeships' The
Contractor shal.L take such action with respect to this Agreement as may be
Kittitas County Professionat Services Agreement
Page12of19
30.3
30.4
required to ensure ful.[ compLiance with loca[, state and federal laws
prohibiting discrimination i n emptoyment.
N o n d i seriminatioxjn5ery&es
The Contractor witt not discriminate against any recipient of any services or
benefits provided for in this Agreement on the grounds of race, creed, cotor,
nationat origin, sex, sexuaI orientation, marital status, age or the presence of
any sensory, mentaI or physica[ handicap-
lf any assignment and/or subcontracting has been authorized by the County,
said assignment or subcontract shal,L inctude appropriate safeguards against
discrimination. The Contractor shatt take such action as may be required to
ensure futt comptiance with the provisions in the immediately preceding
paragraphs herein.
31. Prenailngldase:
The contractor shatt pay the prevaiting rate of wages to al,l, workers, taborers, or mechanics
empl.oyed in the performance of any part of the Work in accordance with RCW 39'12 and
the rutes and regutations of the Department of Labor and lndustries. The schedute of
prevaiting wages rates for the Locatity or tocatities of the Work is determined by the
lndustriaI Statistician of the Department of Labor and lndustries, lt is the Contractor's
responsibitity to verify the appLicabte prevaiting wage rate- lt is understood that the
Contractor is responsibte for obtaining and compteting al.t required government forms and
submitting same to the proper authorities'
Disputes regarding prevaiting wage rates shalt be referred for arbitration to the Director of
the Department of Labor and lndustries. The arbitration decision shatl be f inaL and
conclusive and binding on atL parties invol.ved in the dispute as provided for by RCW
39.12.060.
3 2. D-e b-armerrl--e-edLlisali o-n :
The Contractor certifies that it:
32.1 ls not presentty debarred, suspended, proposed for debarment, dectared
ineLigib1e or votuntaril.y exctuded from covered transactions by any FederaI
dePartment or agency.
32.2 Has not within a three-year period preceding the execution of this contract
with Kittitas County, been convicted of or had a civit judgment rendered
against them for commission of f raud or a criminaI offense in connection
with obtaining, attempting to obtain, or performing a pubtic or private
agreement or transaction, viotation of Federat or State antitrust statutes or
commission of embezztement, theft, forgery, bribery, fatsification or
deStruCtion of records, making fatse statements, tax evasion, receiving
stolen property, making false ctaims, or obstruction of justice.
Kittitas Co u nty Professionat Services Agreement
Page13of19
32.3
32.4
ls not presentty indicted for or otherwise criminatly or civitl'y charged by a
governmentat entity (Federat, State, or tocat) with commission of any of the
offenses enumerated in paragraph 32'2 of this section'
Has not within a three-year period precedingthe precedingthe execution of
this contract with Kittitas county had one or more pubtic transactions
(Federat, State, or tocat)terminated for cause of defautt'
Kittitas Cou nty ProfessionaI Services Agree ment
Page 14 of 19
EXHIBIT ''A"
SCOPE OF WORK
ln addition to providing att material and tabor,
activities:
the Contractor shaLt perform the fottowing
Provide mentat heatth services to the students at Cl'e Elum-Roslyn School District with a
focus on prevention through imptementation of:
o Outdoor education and activities
r Updated heal.th curricutum
o Strate$ies for reduced cetl phone use
r After-schooI clubs
r ProfessionaI staff devetoPment
I counsel.ing services through contracts with Licensed mentat heatth professionats
Kittita s County Profess io naI Se rvices Agreement
Page15of19
EXHIBIT''B''
COMPENSATION
As ful.t compensation for satisfactory performance of the work, the County shat[ pay the
contractor compensation of $1 43,600.
Funds must onLy be used to accomptish the Scope of Work as found in Exhibit A Scope of
Work.
Any uses of these funds outside of the tisted attowabte uses must be approved by Kittitas
County in advance of the expenditure, in writing.
ALt funds must be spent by 12/31/2025. No extension of the funding period witl. be granted'
Reimbursement Procedures
A. The Contractor shatt submit invoices for services due once a month, which shatt be
email.ed to Katie Odiaga, Kittitas County Pubtic Heatth Department, at
,...:i,-, .-'.t: i,.. I il' ' ,'it : , : r,..-i.tr .
B- Au. invoices must be submitted by the 20th day of the month fottowing the catendar
month in which services were delivered.
C. The Contactor must provide adequate backup documentation to support costs in
each invoice. This incLudes a generat tedger from the financial accounting system
detaiting transactions and expenditure dates for atl,owabte activities within the
period of performance. Payrottexpenses must show emptoyee names, hourty rate,
number of hours, total pay, and project code. Benefits can be one line item but
shou[d inctude project code. Non-payrotl expenses must inctude a copy of the
receipt or payment invoice. Payments to subcontractors must be [isted as a
specific [ine item per subcontractor.
D. Al,l. invoices must inctude invoice date and an invoice number.
E. A[t invoices must atso be accompanied by an updated Contractor Spending Form,
as provided by Kittitas County, to ensure that bil,ting record keeping matches
County records.
F. Faiture to submit required monthty detiverabte reports as outtined in Exhibit A:
Scope of Work may resutt in detayed reimbursement payments or denial' of
invoices.
G. Kittitas County is not liabl,e for seruices provided untess the invoice is received on
time or prior arrangements are agreed to in writing signed by the County.
H. ln no event shal.L payments underthis agreement totat more than $143,600'
Kittitas Cou nty Professionat Se rvices Agreement
Page16of19
EXHIBIT'lC"
PROOF OF INSURANCE
The Contractor shal,l. secure and maintain in effect at att times during performance of the
Work such insurance as wil,l, protect Contractor, ,its Support and the Additionat lnsured's
from att claims, [osses, harm, costs, Liabil,ities, damages and expenses arising out of
personat injury (inctuding death) or propeny damage that may resu[t from performance of
the work or this Agreement, whether Such performance is by Contractor or any of its
Support.
ALl. insurance shatl. be issued by companies admitted to do business in the State of
Washington and have a rating of A-, Ctass Vll or better in the most recentty pubtished
edition of Best's Reports untess otherwise approved by the County' lf an insurer is not
admitted, a[[ insurance poticies and procedures for issuing the insurance poticies must
compl.y with Chapter 48.15 RCW and 284-15 WAC'
The Contractor shatl provide proof of insurance for:
1 ) Qs-mme rc i a t Qe ns r-a I Liab i !i ty-lnEuran-q e'' "o:'ufi,3:llil
:ffi*::;:'-:i""
projec'l
. $t,000,000 products & compl'eted operations aggregate
. $t,000,000 personaI and adveftising injury' each offense
r Certificate Hotder - Kittitas County
. The Certificate must name the County as additional insured as
defined in the Agreement
. SixtY {60) days written notice to the County of cancetlation
of the insurance PoticY.
2) $-LspgaBlEmplqyqr5-Liabltjly.' "':"fir,ffi11fr:l*::,*ttv
u*,
. $t,000,000 disease - each emPtoYee
r ThirtY (30)days written notice to the County of cancetlation
of the insurance PoticY.
3 ) Qo-nn nn-ercj,a-t A!-ts-mebj le-Li abi t i lvjrrsrtan-s€'
Kittitas County ProfessionaI Services Agreement
Page 17 of 19
Automobile Liabitity for owned, non-owned, hired, and leased
vehictes, with an MCS 90 endorsement and a cA 9946 endorsement
attached if 'pottutants'are to be transported'
Coverage timits not less than:
. $t,000,000 combined singl'e (imit
Thirty (30) days written notice to the county of canceltation
of the insurance Poticy.
4) Workers'q?ln?.:
pensation in amounts required by taw.
Contractor shal.t furnish the County a Certificate of lnsurance with Endorsement as
evidence that poticies providing insurance required by this Agreement are in futt force and
effect. contractor hereby waives atl rights of recourse, incLuding any ri$ht to which another
may be subrogated, against Kittitas county for personat injury, incLuding death, and
property damage. contractor's insurance pol.icies required above shal'l' be primary
insurance and shatt be non-contributins with any other insurance maintained by Kittitas
County.
The Contractor shatl. assume fut[ responsibil.ity for al't toss or damage from any cause
whatsoever to any toots, contractor's emptoyee-owned too[s, machinery, equipment, or
motor vehictes owned or rented by the Contractor, or the Contractor's agents, supp[iers or
contractors as wetl as to any temporary structures, scaffotding and protective fences'
The contractor shall, have sole responsibitity for ensuring the insurance coverage and
timits required are obtained by subcontractors.
NOTE: No contract shaLL fOrm untit and unless a copy of the certificate of lnsurance with
Endorsement, properly compl.eted and in the amount required, is attached hereto'
Kittitas County Professionat Services Agreement
Page18of19
a
a
I
EXHIBIT"D''
REPORTING
Contractor shatL provide quarterty and annuaI progress reports by answering the questions
provided in this Exhibit. Ptease submit progress reports to the clerk at
healthancthlmArts:r,;icgsdco.i<illrla-s.\,va.'|lts bythe tast day of the month fotiowingthe quarter in
which services were detivered.
The report shatt inctude, at a minimum:
r A narrative of project activities during the reporting period, incl'uding the activities
outtined in Exhibit A Statement of Work'
r A narrative of project successes duringthe reporting period'
r A narrative of project chaitenges during the reporting period'
r A narrative of progress made toward the project objectives'
The county retains the right to request clarification or additionat information of the appticant as
needed to assess project progress and/or appropriate use offunds'
Fail.ure to submit the required reports may resutt in detayed reimbursement payments' deniat of
invoices, or contract termination'
Kjttitas Cou nty Prof essio nat Services Agree me nt
Page19of19
a
Kittitas County Public Health
Contract/Agreement Review Form
Kittitas County
Public Health
Department
Today's Date 2t2712025 I Legat Request#:11 362
Fund/Department:1/1Oth of 1% MentalHealth fax! Agenda Date
Contract/
lnformation
nt lnformation
Contract/Agreement Agency: Cle Elum-Roslyn School District (CERSD)
Contract/AgreementTitle: Amendment 1 to PSA between CERSD and Kittitas Gounty
End Date: 1213112025Begin Date: 0110112025
Total S Amount: $143,600 Contract/Agreement *: PHMH-01 1
Contract/Agreement Summary:
1/1Oth funding to Cle Elum -Roslyn School District to provide mental health services to the
students in Cle Elum-Roslyn School District.
Kittitas County Prosecutor and Auditor Review and Comment:
APP
.1- r -2s
Signature bf y'rosecutort ofti[e /
Xl not/oru Epr,z
Date
3 .to.zr
Signatu re of Auditor's'Office Date
Revenue Code(s)105 - 560.3134000
Expense Code(s)105 - 560.54101
Agency is not suspended/disbarred Not Checked (reason)n
Agencyto PassThrough
Amount to Pass Through Expense Code
Sub-Contract Approved Date
Pass lnformation
ADMIN Version:0 es: 0 Date Ado t210L12024 Modified Katie Od Loeffers
AMENDMENT NO. 1
to the PROFESSIONAL SERVICES AGREEMENT PHMH-001
between Boys & Girts Gtub of the Gotumbia Basin and KITTITAS COUNTY
dated 01 I 01 I 2025 - 121 31 I 2026
For
The addition of the fottowing statement under Exhibit B, Compensation, which
includes the following statement:
Attowabte direct expenses inctude, but are not timited to, salaries, wages, benefits, direct
ctient services, promotion, outreach activities, suppties, professionatdevetopment and
training, travet, equipment, and subcontracts. Att expenses must be necessary and directty
retated to the scope of work as outtined in Exhibit A. Contractor witl refer to their approved
budget document submitted through the funding request process for tine-item expenses.
Any changes or updates to the budget must be approved by Kittitas County through the
appointed contract manager in advance of the expenditure, in writing.
Att other terms and conditions of the agreement remain in futt force and effect.
lN WITNESS WHEREOF, the parties have executed this Agreement this
ftr dayor r ,2025
APPROVED:APPROVED:
BOARD OF COUNry COMMISSIONERS
ry, WAS N
Signature of Sign
Date: ut If+I
dacz,n
aoa-{"
Krrn KA p{,
Print Name of Signbtory
Contractor's Address
425 N. Paxson Dr.
Moses Lake, WA 98837
Project Contact
Name Ann Leichtler
Chairman
sm mmtssroner
utie Kjorsvik
n Mandy Buchhotz
Approved as to Form
the
Deputy Prosecuti ng Attorney
County's Address
205 West Sth Ave, Suite 108
Ettensburg, WA 98926
Project Contact
Name Kasey Knutson
Titte Human Services Manager
c0r
\tl(i,rnr rt
7
I
Kittitas County Public Health
Contract/Agreement Review Form
Kittilas County
Public Health
Department
Today's Date 12104t2024 l$il iegat Request f:\
,L
l.\o
Fund/Department 1/1Oth of Mental Health fax ffi] Agenda Date:
Contra
lnformation
ent lnformation
Contract/Agreement Agency: Boys & Girls Club of the Columbia Basin
Contract/AgreementTitle: STRIVE: Support, Tools, and Resilience for lnspiring Vulnerable Youth Program
Begin Date: 4110112025 End Date: 1213112026
Total $ Amount: $306,988 Contract/Agreement *: PHM H-000 1
Co ntract/Agreement 5ummary:
1/1Oth of 1% Mental Health and Chemical Dependency Tax funding award to implement the
Skive Program in Kittitas County
Kittitas County Prosecutor and Auditor Review and Corirment:
M
/0 /.// gs
Signatui6 of Frosecutor'$6ffice 0
^.{ ,rt^,u4,r-?rl-
Date
/' / 1' Ly._
Signat"ure of Auditor's Office Date
Revenue Code(s):105 - 560.3134000
Expense Code(s)105 - 560.54101
Agency is not suspended/disbarred 0r*_Not Checked (reason)
Agency to Pass Through
Expense Code:Amount to Pass Through
Sub-Contract Approved Date
Pass Th lnformation
Che LoeffersADMINVersion:0 Supersedes:0 Date Adopted: 1 Katie OdiaModified
1flt25,12134 PM
Unique Entity lD
GSDKGJTMEZA4
CAGgNCAGE
8HTZ5
SAM.gov
BOYS & GIRLS CLUB OF THE
COLUMBIA BASIN
Active Registration
Entity lnformatlon
Expiration Date
Jan 23,2025
Physical Address
425 N Paxson DR
Moses Lake, Washington
98837 -1 47 2, U nited States
Mailing Address
425 N Paxson DR
Moses Lake, Washington
98837 -1 47 2, U nited States
Purpose of Registration
All Awards
Version
Current Record
BUSINESS INFORMATION
Doing Business As
(blank)
Division Name
Boys & Girls Club Of The
Columbia Basin
Congressional District
Washington 04
Owner
lmmediate Owner
Highest Level Owner
URL
http://bngclub.org/
Division Number
(blank)
State/Country of
Incorporation
Washington, United States
Legal Business
Name
CAGE
(blank)
(blank)
{blank)
(blank)
Registration Dates
Activation Date
Jan 26,2024
Submission Date
hltps:/lsam.gov/entities/vleWGSDKGJTMEZA4lcoreData?slatus=Active&emrKeyValua=5902274-17061089367564S9 1t2
PROFESSIONAL SERVICES AGREEMENT
Between
KITTITAS COUNW
and
Boys & Girts Ctub of the Cotumbia Basin
For
STRIVE: Suppott, Tools, and Resitience for lnspiringVulnerabte Youth Protram
This Agreement is made by and between Kittitas County (hereinafter "the County") and Boys
& GirLs Ctub of the Cotumbia Basin (hereinafter "Contractor"!. The County and Contractor
agree as fottows:
r GeneraI Conditions
r Exhibit A {Scope of Work)
r Exhibit B (Compensation)
e Exhibit C (Proof of lnsurance)
o Exhibit D (Reporting)
fofth herein
The term of this Agreement shatt commence on 11112025 and continue until 1213112A26. Any
party may terminate this Agreement by giving thirty (30) days' notice in writing either
personatLy detivered or mail.ed postage-prepaid by certified mait, return receipt requested, to
the party's last known address for the purposes of giving notice under this paragraph-
Contractor acknowledges and by signing this Agreement agrees that the lndemnification
provisions set forth in Paragraphs 7 (lndependent contractor), 9 (Taxes), 15 (Defense and
lndemnityAgreement), 21 (Patent/Copyright lnfringement) and 24 (Confidentiatity), are totatly
and futty part of this Agreement and have been mutuatty negotiated by the parties-
Kittitas County Professional Services Agreement
Page 1 of 19
copies of which are attached hereto and incorporated herein by this reference as futly as if set
lN \11/ITNESS WHEREOF, the parties have executed this Agreement this
Ll+}' dav or ,2025
APPROVED:APPROVED:
BOARD OF COUNW COMM ISSIONERS
KITTITAS COU NTY, WASH I NGTON
Signature of
Date: &\7 AM,5
\4,nu'r
Print Name of Si ry
Kittitas County Professiona I Services Agreement
Page2of19
0u
of the Board -
Approved as to Form:
n
"Y
Deputy Prosecuti ng AttorneY
Contractor's Address
425 N. Paxson Dr.
Moses Lake, WA98837
Project Contact
Name Ann Leichtler
Kittitas Co unty Professionat Services Agree ment
Page 3 of ',!9
County's Address
205 West 5'h Ave, Suite 108
Ettensburg, WA 98926
Project Gontact
Name KaseY Knutson
Titte Human Services Manager
1. Scope of Conlraclors-ieldcesr
Contractor agrees to provide to the County seruices and any materiats set forth in the project
narrative identified in Exhibit "A" during the Agreement period' No materiat' [abor' or facitities
wiLt be f urnished by the County, unless otherwise provided for in the Agreement'
GENERAL CONDITIONS
"Additional lnSured's" means the County, its successorS and assigns' and
the respective directors, officers, emptoyees, agents and representatives of
the County and its successors and assigns'
"SUpport" means the fOll.owing: Contractor's directOrS, officers, emptoyees'
agents and representatives; and sub-contractors of any tier; the respective
directors, officers, emptoyees, agents and representatives of these sub-
contractors of any tier; and any other person or entity acting under the
direction or control of, or on behal,f of, contractor or any contractor's sub-
Contractors of any tier in connection with or incident to the performance of the
Work or this Agreement.
The .Work,, means att of the duties l,isted in Exhibit A and the performance of atl
other obl.igations under this Agreement by contractor or its support'
2. Perfor.mance of Work:
contractor shal.L perform work in accordance with, and shall' compLywith, atl of the provisions
of this Agreement. Att work shatt compty with appticabte codes and ordinances'
3.Schffi:
Untess directed otherwise by the County, the Contractor shatl' perform the work in
accordance with any schedutes made a part of this Agreement.
4. Detinltisns:
4.1
4.2
4.3
5 . Ac c qu n t i nga-n d P ay m e nt f o r C ontmc.tglSetvic"€s :
payment to the contractor for services rendered under this Agreement shaLt be as set forth in
Exhibit "8". Where Exhibit "B'' requires payments by the County, payment shatl be based
upon bittings, suppofted untess otherwise provided in Exhibit "B", bY documentation of units
of work actuatty performed and amounts earned, includingwhere appropriate' the actua[
number of days worked each month, total number of hours for the month, and the total dotlar
payment requested. Untess specificatty stated in Exhibit "B" or approved in writing in advance
bythe Kittitas County Board of Commissioners, the Countywilt not reimburse the Contractor
for any costs or expenses inCurred by the Contractor in performance of this Agreement'
Where required, the County ShalL, upon receipt of appropriate documentation' compensate
the Contractor, no more often than monthty, through the Countyvoucher system, for the
Contractor's service pursuant to the fee schedul,e set forth in Exhibit "8"'
Kittitas County ProfessionaI Services Agreement
Page4of19
6. Assignment and $ubcontraclinE:
No poftion of this Agreement may be assigned or subcontracted to any other individuat, firm
or entity without the express and prior written approvaI of the county.
The Contractor may onty subcontract work contemplated under this agreement if it obtains
the prior written approval of the county'
lf the County approves subcontracting, the Contractor shatt maintain written procedures
retated to subcontractin$, as wetl as copies of att subcontracts and records retated to
subcontracts. For cause, the County in writing may require the Contractor to amend its
subcontracting procedures as they retate to this agreement, prohibit the Contractor from
subcontracting with a particutar person or entity, or require the Contractor to rescind or
amend a subcontract.
Every subcontract shal.t bind the Subcontractor to fotl.ow atL appticable terms of this
agreement. The contractor is responsibl.e to the county if the subcontractor faits to
compty with any appticable term or condition of this agreement' The Contractor shatl
appropriatel.y monitor the activities of the subcontractor to assure fiscat conditions of this
agreement. ln no event shal.t the existence of a subcontract operate to retease or reduce
the tiabitity of the contractor to the county for any breach in the performance of the
Subcontractor's duties.
Every subcontract shaLt inctude a term that county is not tiabl.e for ctaims or damages
arising from a SubcOntractor'S performance of the subcontract.
7. lndependentgsfi raelar
The Contractor's services shatt be furnished by the Contractor as an independent Contractor
and nothing herein contained shaLl. be construed to create a retationship of emptoyer-
empLoyee or master-servant, but att payments made hereunder and atl services performed
shalt be made and performed pursuant to this Agreement by the Contractor as an
i ndependent Contractor.
The Contractor acknowtedges that the entire compensation for this A$reement is specified in
Exhibit ,,8,, and the contractor is not entitted to any county benefits inctuding, but not timited
to: vacation pay, hotida y pay,sick leave pay, medicat, denta[, or other insurance benefits, or
any other rights or priviteges afforded to Kittitas county emptoyees-
contractor witt defend, indemnify and hoLd harmtess the county, its Additional lnsured's'
officers, agents or emptoyees from any loss or expense, inctuding but not [imited to
setttements, judgments, setoffs, attorneys' fees or costs incurred by reason of ctaims or
demands because of breach of the provisions of this paragraph.
8. N o-,Guara-nte-aol€ mp-l-oyment :
Kitlitas County Professionat Services Agreement
Page 5 of 19
The performance of att or part of this Agreement by the contractor shalt not operate to vest
any employment rights whatsoever and shatl' not be deemed to guarantee any emptoyment of
the Contractor or any emptoyee of the Contractor or any sub-Contractor or any emptoyee of
any sub-contractor bythe county at the present time or in the future'
9. Taxes:
The contractor understands and acknowl,edges that the county witL not withhold FederaI or
state income taxes. where required by state or Federat taw, the contractor authorizes the
county to make withhotding for any taxes other than income taxes (i.e. Medicare)' Atl'
compensation received by the contractor wilt be reported to the lnternat Revenue service at
the end of the cal.endar year in accordance with the appl'icabl,e IRS regutations' lt is the
responsibitity of the Contractor to make the necessary estimated tax payments throughout
the year, if any, and the Contractor is sol,ety l,iabte for any tax obtigation arising f rom the
Contractor's performance of this Agreement. The Contractor hereby agrees to indemnify the
county against any demand to pay taxes arising from the contractor's faiture to pay taxes on
compensation earned pursuant to this Agreement'
The countywitt pay sales and use taxes imposed on goods or services acquired hereunder as
required by taw. The Contractor must pay att other taxes inctuding, but not timited to:
Business and Occupation TaX, taxes based on the Contractor's gross or net income' or
personal property to which the County does not hol,d titte' The County is exempt from Federal
Excise Tax.
t 0. R e gu tati-o,nsard3eguirelue*nt :
This Agreement shatl, be subject to atl [aws, rules and regutations of the United States of
America, and State of Washington, and potiticalsubdivisions of the State of Washington' and
to any other provisions set forth herein or in the attached exhibits-
1 1 ' Bight'laievielu
na* *n rarriar' hrr qnrr tror{eral nr State arrd 'ts designeeThis contract is subject to review by any Federal' or State auditor' The County or t'
shatt have the right to review and monitor the financial' and seruice components of this
program bywhatever means are deemed expedient bythe County' Such review may occur
with or without notice, and may include, but is not l,imited to, on-site inspection by County
agents or emptoyees, inspection of al,t records or other material's which the county deems
pertinent to the Agreement and its performance, and any and atl communications with or
evatuation by service recipients under this Agreement. The contractor shat[ preserve and
maintain atl. financial records and records retatin$ to the performance of work under this
Agreement for 6 years after contract termination, and shatl' make them avaitabte for such
l."ui"*, within Kittitas county, state of washington, upon request.
1 2. Mo-di-tlc-allqns:
12.1 Either party may request changes in the Agreement. Any and att agreed
modificationsshattbeinwriting,signedbyeachoftheparties.
Kittitas County Professional Services Agreement
Page 6 of 19
12.2
12.3
12.4
12.5
The County may, at anytime, bywritten notice thereof to Contractor ("Change
Notice") makes changes in the work within the generaL scope of this
Agreement, inctuding, but not timited to: (a) changes in, revisions to,
substitutions for, additions to or deletions of anywork; (b) changes in
schedute; and (c) acceteration, deceteration or suspension of performance of
anyWork.
lf any change in the WOrk Causes an increase or decrease on COntractor's cost
of, or the time required for, performance of the work, an equitabte adjustment
in the compensation to Contractor and in the scheduLe for the performance of
the work shatt be made to reftect such an increase or decrease.
Notwithstanding any dispute or deLay in arriving at a mutuatty acceptabte
equitabte adjustment, Contractor shatl, proceed in accordance with att Change
Notices. The contractor must, within thirty (30) days after receipt of any
Change Notice that does not set forth any acceptable adjustment, submit to
the county a written statement setting forth any adjustment ctaimed.
lf any change resutts in a decrease in the Work performed, Contractor shal't be
entitted to compensation associated with changing the Work, such as revising
design atready compteted, revising catcul.ations al.ready performed, and
revising documents.
1 3. Terminalisn to,r-D- eta ull:
lf the Contractor defautts by failing to perform any of the obtigations of the Agreement or
becomes insotvent or is decLared bankrupt or commits any act of bankruptcy or insotvency or
makes an assignment for the benefit of creditors, the County may, by depositing written
notice to the Contractor in the U.S. mait, postage prepaid, terminate the Agreement' and at
the County's option, obtain performance of the work elsewhere' lf the Agreement is
terminated for defautt, the contractor shatt not be entitted to receive any further payments
under the Agreement untit att work catled for has been fu[ty performed' Any extra cost or
damage to the county resutting from such defauLt(s) shatt be deducted from any money due
or coming due to the contractor. The contractor shal.l bear any extra expenses incurred by
the County in compl,eting the work, and atl damage sustained, or which may be Sustained by
the County by reason of such default.
lf a notice of termination for defautt has been issued and it is tater determined for any reason
that the contractor was not in default, the rights and obtigations of the parties shatt be the
same as if the notice of termination had been issued pursuant to the Termination for Pubtic
Convenience ParagraPh hereof.
t4.Terminati-o-n-torlub-llc--Csnvenierrc-e
Kittitas County Professionat Services Agreement
PageT ot 19
The County may terminate the Agreement in whote or in part whenever the County
determines, in its sote discretion that such termination is in the best interests of the County'
Wheneverthe Agreement is terminated in accordance with this paragraph, the Contractor
shal,t be entitted to payment for actuat work performed at unit contract prices for compteted
items of work. ln the event of such termination, an equitabl'e adjustment shatl, be made in the
compensation payabl.e to Contractor'
An equitabl,e adjustment in the contract price for partiatLy compl.eted items of work witl be
made, but such adjustment shatl. not inctude provision for loss of anticipated profit on
deleted or uncompleted work. Termination of this Agreement bythe County at anytime
during the term, whether for defaul,t or convenience, shatl not constitute a breach of contract
bythe County.
1 5. Defense & lndemnityAgreement:
The contractor agrees to and shatt defend, indemnify and hotd harmless the county, its
Additionat lnsured's, appointed and elective officers, agents and emptoyees, from and
against atl. toss or expense, inctuding but not timlted to judgments, settlements, attorney's
fees and costs by reason of any and atl. ctaims and demands upon the County, its Additionat
lnsured's, its eLected or appointed officiats, agents, or emptoyees for damages because of
personaI or bodity injury, incl.uding death at any time resul'ting therefrom, sustained by any
person or persons and on account of damage to property inctuding loss of use thereof,
whether such injury to persons or damage to property is due to the negligence of the
Contractor, its sub-Contractors, its eLected officers, emptoyees or their agents, except on[y
such injury or damage as shal.l have been occasioned by the sote negLigence of the County, its
Additionat lnsured'S, appointed or elected officials, agents, or emptoyees' lt is further
provided that no tiabil,ity shatl attach to the county by reason of entering into this contract,
except as expressty provided herein.
1 6. tndsstriallnsula nce-Ulaiver:
With respect to the performance of this Agreement and as to cl'aims against the County, its
Additionat lnsured's, officers, agents and emptoyees, the Contractor expressty waives its
immunity under Titte 51 of the Revised Code of Washington, the lndustrial lnsurance Act, for
injuries to its emptoyees and agrees that the obtigations to indemnify, defend and hotd
harmless provided in this agreement extend to any claim brought by or on behaLf of any
empl.oyee of the Contractor. This waiver is mutuatl'y negotiated bythe parties to this
Agreement.
1 7. Ve.nue*and-Qhoiqedla-w:
ln the eventthat any Litigation should arise concerningthe construction or interpretation of
any of the terms of this Agreement, the venue of such action of I'itigation shatl' be in the
Superior Court of the State of Washington in and for the County of Kittitas- This Agreement
shaLl be governed by the I'aw of the State of Washington'
Kittitas Cou nty ProfessionaI Services Agreement
PageBofl9
1 8. With.holding Payment:
ln the event the contractor has faited to perform any obtigation to be performed by the
contractor under this Agreement within the time set forth in this Agreement, then the county
may, upon written noticl, withhol,d att monies due and payabte to Contractor, without
penalty, until such faiture to perform is cured or othelwise adjudicated'
19. :
lf sufficient funds are not appropriated or atiocated for payment under this Agreement for any
future fiscat period, the County witt not be obtigated to make payments for services or
amounts incurred afterthe end of the currentfiscat period. No penattyorexpense shatt
accrue to the County in the event this provision appties'
20. contraQtor commitmenls'\ryarrcnlies andBepresenlations:
The contractor represents and warrants to the county as fotlows:
2A.1 The Contractor is duty incorporated, vatidl.y existing and in good standing
under the Laws of the state of washington and has al.t requisite corporate
power and authority to enter into and to perform its obligations under this
Agreement.
20.2 The contractor has the authority to execute this Agreement, to make the
representations and warranties set forth in it and to perform the obl'igations
of the contractor under this Agreement in accordance with its terms.
20.3 This Agreement has been vatidty executed by an authorized representative
of the contractor and constitutes a vatid and l,egal'ty binding and
enforceabte obtigation of Contractor'
20.4 The contractor has or witl obtain prior to the commencement date such
[icenses, permits and other authorizations from federat, state and other
governrnental. authorities, as are necessary for the performance of its
obligations under this Agreement'
2A.5 The contractor is not in viotation of any appticabte [aw, ordinance or
regul.ation the consequence of which witl. or may materiatl'y affect
Contractor,s abil.ity to perform its obl.igations under this Agreement. The
contractor is not subjectto any order or judgment of any court, tribunal or
governmentat agency which materiatty and adversely affects its operations
or assets in the State of Washington, or its abitity to perform its obtigations
under this A$reement.
20.6 None of the representations or warranties in this Agreement, and none of
the documents, statements, certificates or schedutes furnished or to be
furnished by Contractor pursuant hereto or in connection with the
performance of the obLigations contemptated under this Agreement'
contains or wil.l contain any untrue statement of a materia[ fact or omits or
wilt omit to state a material fact necessary to make the statements of fact
contained therein not misteading'
Kittitas County Prof essionat Se rvices Agreement
Page 9 of '1 9
21 . P-atq.nVCopyriehilxfdngement;
Contractorwittdefend and indemnifythe Countyfrom anyctaimed action, cause ordemand
brought against the County; to the extent such action is based on the cLaim that information
supptied bythe Contractor infringes any patent or copyright' The Contractorwitt paythose
costs and damages attributabte to any such ctaims that are final'ty awarded against the
County in any action. Such defense and payments are conditioned upon the fol'towing:
21.1 Contractor shatt be notified promptty in Writing by County of any notice of such
c[aim.
2.1 .2 contractor shau. have the right, hereunder, at its option and expense, to obtain
forthe Countythe rightto continue usingthe information, inthe eventsuch
cl.aim of infringement is made, provided no reduction in performance or loss
resutts to the County.
22.Dispulss:
22.',|General
Differences between the Contractor and the County, arising under and by
virtue of the Agreement Documents shatt be brought to the attention of the
County at the eartiest possible time in order that such matters may be settted,
or other appropriate action promptty taken. Except for such objections as are
made of record in the manner hereinafter specified and within the time limits
stated, the recordS, orders, instructions, and decisions of the KittitaS County
Commissioners shatt be finaL and conctusive.
22.2 Molica-otPotentiaGtainns
The Contractor shatt not be entitted to additionaI compensation which
otherurise may be payabte, or to extension of time for (1) any act or failure to act
by the county, or (2) the happening of any event or occurrence, untess the
contractor has given the county a written Notice of Potentiat ctaim within ten
(10) days of the commencement of the act, faiture, or event giving rise to the
ctaim, and before finaL payment by the County. The written Notice of Potential
Ctaim shatt set forth the reasons for which the Contractor betieves additional'
compensation or extension of time is due, the nature of the cost invotved, and
insofar as possibl.e, the amount of the potential, ctaim. Contractor shatl' keep
ful.t and comptete daity records of the work performed, [abor and material
used, and atL costs and additional time ctaimed to be additionat'
22.3.Delaile!-elaim
The contractor shatl, not be entitted to cl.aim any such additionaL
compensation, or extension of time, unless within thirty (30) days of the
compietion of the portion of the work from which the cLaim arose, and before
final. payment by the county, the contractor has given the county a detaited
written statement of each etement of cost or other compensation requested
Kittitas County ProfessionaI Services Agreement
Page 10 ol 19
and of alt etements of additionat time required, and copies of any supporting
documents evidencing the amount or extension of time cl'aimed to be due'
23. Orrnprship ot.ltems Produced:
Al,t writings, programs, data, pubtic records or other materiats prepared by the Contractor
and/or its consuttants or sub-Contractors, in connection with the performance of this
Agreement shal.t be the sote and absolute propefty of the county.
24. QontideffialW:
The Contractor, its emptoyees, sub-Contractors, and their empl'oyees shal[ maintain the
confidentiatity of atL information provided by the County or acquired by the Contractor in
performance of this Agreement, except upon the prior written consent of the Kittitas County
prosecuting Attorney or an order entered by a court after having acquired jurisdiction over the
County. Contractor shatt immediatety give to the County notice of any judiciaI proceedings
seeking disclosure of such information. Contractor shal.l, indemnify and hol'd harmtess the
County, its Additional lnsured's, officiats, agents or emptoyees from at[ toss or expense'
inctuding, but not timited to setttements, judgments, Setoffs, attorneys'fees and costs
resultingfrom Contractor's breach of this provision.
To the extent that any information obtained by the Contractor is required to be shared with or
provided to others ny tne terms of the statement of the work, this provision is not breached
by such acts.
25. Notice:
Except as set forth etsewhere in the Agreement, for att purposes under this Agreement'
except service of process, notice shal.l. be given by the Contractor to the department head of
the department for whom services are rendered, and to the Kittitas county commissioners,
205 W 5rh Ave, suite 10g, El,tensburg, wA 98926. Notice to the contractor for atl purposes
under this Agreement shalL be given to the address refl.ected on the signature page. Notice
may be given by del,ivery or by depositing in the U.S. Mail, first c[ass, postage prepaid'
26. Severahility:
lf any term or condition of this Agreement or the apptication thereof to any person(s) or
circumstances is hetd inval,id, such invatidity shal.t not affect other terms, conditions or
apptications which can be given effect without the inval.id term, condition or apptication' To
this end, the terms and conditions of this Agreement are dectared severabte.
Itscsllalre-eus:
27 .1 The County's failure or deLay to insist upon strict performance of any of the
provisions of this Agreement or to exercise any rights or remedies under this
Agreement shal.t not be construed as a waiver or retinquishment to any extent
of its right to assert or rety upon any such provisions, rights or remedies in that
or anyother instance; ratherthe same shal.t be and remain in futtforce and
effect.
Kittitas County Professionat Services Agreement
Page11of19
27
27.2
27.3
27.4
This Agreement embodies the entire Agreement between the County and
Contractor, and supersedes any and atl, priOr agreements, regarding the Work'
No change, amendment or modification of any provisions of this Agreement
shatt be vatid untess set forth in a written instrument signed by the party to be
bound thereby.
The rights and remedies of the County set forth in any provision of this
Agreement are in addition to and do not in any way timit any other rights of
remedies afforded to the County by any other provisions of this Agreement, by
any of Contractor's Support or by law.
The headings of sections and paragraphs of this Agreement are for
convenience of reference only and are not intended to restrict, affect or be of
any weight in the interpretation or construction of the provisions of such
sections or paragraPhs.
28. Waiver:
Waiver of any breach or condition of this Agreement shatt not be deemed a waiver of any prior
or subsequent breach, No terms or conditions of this Agreement shatl' be hetd to be waived,
modified ordeteted except byan instrument, in writing, signed bythe parties hereto'
29. Survival:
The provisions of paragraphs 7,g,11,13,14,15,16, 17,18,19,20,21,22,23,24,28,30, and
31 , g2shatt su rvive, nohffithstanding the termination or inval.idity of this Agreement for any
reason.
30. $qndicff iminati-o-n:
30.1 The County is an equal opportunity emptoyer.
3a.2 Nondiscrimrrationinfmploymsnl
ln the performance of this Agreement, the Contractorwi[[ not discriminate
against any employee or appticant for emptoyment on the grounds of race,
creed, cotor, nationaI origin, sex, sexuatorientation, maritalstatus, age or
the presence of any sensory, mental or physical' handicap; provided that
the prohibition against discrimination in employment because of
handicap shatl not appty if the particutar disabitity prevents the proper
performance of the particular worker invotved. The Contractor shatl ensure
that appl,icants are emptoyed, and that empl.oyees are treated during
empl.oyment without discrimination because of their race, creed, color,
nationaI Origin, sex, SeXUat orientation, marital status, age or the presence Of
any sensory, mentat or physicat handicap. Such action shatt inctude, but not
be Limited to: emptoyment, upgrading, demotion or transfers, recruitment or
recruitment advertising, tayoff or termination, rates of pay or other forms of
compensation, and programs for training inctuding apprenticeships. The
contractor shail. take such action with respect to this Agreement as may be
Kittitas County Professionat Services Agreement
Page12ofl9
30.3
30.4
required to ensure futl, compl.iance with locat, state and federal taws
prohibitin$ discrimination in emptoyment.
Nondiscrimination in Servjces
The Contractor wit[ not discriminate against any recipient of any services or
benefits provided for in this Agreement on the grounds of race, creed, cotor'
national origin, sex, SeXuaI orientation, maritaI status, age or the presence of
any sensory, mental or physical handicap'
lf any assignment and/or subcontracting has been authorized by the County'
said assignment or subcontract shatl. incl.ude appropriate safeguards against
discrimination. The Contractor sha[l. take such action aS may be required to
ensure futL comptiance with the provisions in the immediatety preceding
paragraphs herein.
31. Prevaiting.Wage:
The Contractor shatt pay the prevailing rate of wages to al't workers, laborers' or mechanics
empLoyed in the performance of any part of the Work in accordance with RCW 39'12 and
the rutes and regulations of the Department of Labor and lndustries' The schedute of
prevaiting wages rates for the tocality or tocal.ities of the Work is determined by the
lndustriat Statistician of the Department of Labor and lndustries' lt is the Contractor's
responsibiLity to verify the appl,icabLe prevaiting wage rate. lt is understood that the
contractor is responsibte for obtaining and compteting atL required government forms and
submitting same to the proper authorities'
Disputes regarding prevaiting wage rates shatt be referred for arbitration to the Director of
the Department of Labor and lndustries. The arbitration decision shatl be finat and
conctusive and binding on att parties invotved in the dispute as provided for by RCW
39.12.060.
3 2. Debarnenulerlili-cat i o n :
The Contractor certifies that it:
32.1 ls not presentty debarred, suspended, proposed for debarment, dectared
inetigibl,e or voluntaril.y exctuded from covered transactions by any Federal'
dePartment or agency'
32.2 Has not within a three-year period preceding the execution of this contract
with Kittitas county, been convicted of or had a civit judgment rendered
against them for commission of fraud or a criminal offense in connection
with obtaining, attempting to obtain, or performing a pubtic or private
agreement or transaction, viotation of Federat or State antitrust statutes or
commission of embezztement, theft, forgery, bribery, fatsification or
destruction of records, making fatse statements, tax evasion, receiving
stolenproperty,makingfalsectaims,orobstructionofjustice.
Kittitas County Professionat Services Agreement
Page 13 of 'l 9
32.3
32.4
ls not presently indicted for or otherwise criminal'l,y or civitLy charged by a
governmentat entity (Federat, State, or tocat) with cornmission of any of the
offenses enumerated in paragraph32.2of this section'
Has not within a three-year period preceding the preceding the execution of
this contract with Kittitas county had one or more pubLic transactions
(Federat, State, or tocal') terminated for cause of defautt'
Kittitas County ProfessionaI Services Agreement
Page 14 of 1 9
ExHlBlI"A'
SCOPEOFWORK
ln addition to providing att materiat and tabor, the contractor shatt perform the foltowing activities to
imptement the STRIVE program for Kittitas Countyyouth:
Project Objective: Enhancing Systems and Reducing Stigma
Activities:
r Hiring and Training a Behaviorat Support Speciatist
r Staff Training on Trauma-lnformed Care, Stigma-Reduction and Behaviorai Heatth
r Develop stigma reduction program for Cl.ubs and Feeder Schoots (Cottaborate)
o lmptement SMART Moves and Positive Action Curricuta
r Launch stigma reduction programs throughout ctubs and Feeder schoots
r Ongoing Behaviora! Support Services: lndividuatized trauma-informed care and SEL
o Administer Pre-and Post-Program Surveys to Participants
r Community Engagement and Awareness Events and Activities
Project Objective: lncreasing Prevention and EnhancingAccess to Care and Services
Activities
r Hiring and Onboarding the Behaviorat Support Specialist
r lmptementing SMART Moves and Positive Action Programs for SEL and substance abuse
prevention.
r Screening youth for behaviorat heatth and trauma-retated issues.
o Training staff in Trauma-lnformed care and Suicide RiskAssessment
r Providing direct behavioral heatth support and mentoring'
r Paftnering with tocal schoots to expand access to prevention services
I Facititating group discussions, workShops, booths at events on prevention and mentaI
heatth
Kittitas County ProfessionaI Services Agreement
Page 15 of 19
EXHIBIT"B'
COMPENSATION
As futt compensation for satisfactory performance of the work, the County shatt pay the Contractor
compensation of $306,988.
Funds must only be used to accomptish the scope of work as found in Exhibit AScope of work'
ALl.owabl,e expenses inctude, but are not timited to, sataries, wages' benefits, direct client services'
promotion, outreach activities, suppl'ies that are necessary and directty retated to the scope of
work, professionat devetopment and training, travet, equipment, and subcontracts'
Any uses of these funds outside of the tisted al.l,owable uses must be approved by Kittitas County in
advance of the expenditure, in writing.
Att funding is based on local tax and fee revenue. lf Locat economic conditions resutt in insufficient
funds to compensate at the stated levets, the county reserves the ri$ht to renegotiate funding
amounts to remain within avaitabte revenue balances. The county witt notify the contractor
immediatety if financiatforecasting or actuats indicate such a circumstance'
Att funds must be spent by 12131/2A26. No extension of the funding period witt be granted'
Reimbursement Procedures
A. The Contractor shattsubmit invoices for gervices due once a month, which shait be emaited
toKatieodiaga,KittitasCountyPubticHeatthDepartment'at
'.:: l'...-i ',1::. l:r '.r--1.. ',1: i _1:. .'il'::'
B. Al,l invoices must be submitted by the 20th day of the month fotLowing the catendar month
in which services were delivered'
C. The Contactor must provide adequate backup documentation to support costs in each
invoice. This inctudes a generat Ledger f rom the financiat accounting system detaiting
transactions and expenditure dates for allowabte activities within the period of
performanCe. Payrott expenses must show emptoyee names, hourly rate' number of hours'
totaI pay, anC prolect code. Benefits can be one I'ine item but shoutd incl'ude project code'
Non-payrotl'expensesmustinctudeacopyofthereceiptorpaymentinvoice.
D.Attinvoicesmustinctudeinvoicedataandaninvoicenumber.
E. Al.t invoices must atso be accompanied by an updated contractor spending Form, as
provided by Kittitas County, to ensure that bitting record keeping matches County records'
F. Faiture to submit required monthiy detiverabte reports as outtined in Exhibit A: Scope of
work may result in detayed reimbursement payments or deniaI of invoices'
G. Kittitas county is not tiabl,e for services provided untess the invoice is received on time or
priorarrangementsareagreedtoinwritingsignedbytheCounty.
H. ln no event shatt payments under this agreement totat more than $306'988'
Kittitas Co unty P rofession at Se rvices Agreement
Page16of19
EXHIBIT"CU
PROOF OF INSURANCE
The Contractor shart secure and maintain in effect at ati times during performance of the Work
such insurance as witt protect contractor, its support and the Additionat lnsured's from atl
claims, [osSes, harm, costs, liabitities, damages and expenses arising out Of personat injury
(inctuding death) or property damage that may result from performance of the work or this
Agreement, whether such pedormance is by contractor or any of its support.
Att insurance shaI be issued by companies admitted to do business in the State of Washington
and have a rating of A-, Ctass Vll or better in the most recently pubtished edition of Best's Reports
untess otherwise approved by the county. lf an insurer is not admined, all insurance poticies and
procedures for issuing the insurance poticies must comply with chapter 48.15 RCW and 284-15
wAc.
The Contractor shatt provide proof of insurance for
1 ) aommercialct.ensral-tiahilifyln$uran-ce.
'"""i-'1,,,fr
litli*lf-*:*i#'""'"i,".,""=aseresa,e
. $1,000,000 personal and advertising injury' each offense
. Ceftificate Hotder- Kittitas County
r The Ceftificate must name the County as additionat insured as defined in
the Agreement
' Sixty (60) days written notice to the county of cancettation
of the insurance PoticY.
2) $rqp-GaplEmplsyers tiabititv.' "ou:'u11:'#[ilri:n'iJJ;"",
: $l:333:333 :r::::-:::;'.'#1,""
. Thirlv (30) days written notice to the county of cancettation
of the insurance PoticY.
3) CommercislAutomshilefiahilitv-lxsurance'r Automobite Liabitity for owned, non-owned, hired, and teased vehictes, with
an MCS 90 endorsement and a cA 9946 endorsement attached if
'potlutants' are to be transported'
r Coverage timits not less than:
. $t,000,000 combined singte timit
. Thifty (30) days written notice to the county of cancetlation
of the insurance PoLicY.
Kittitas Cou nty Prolessio naI Se rvices Agreeme nt
Page 17 of 19
4)
%pensation in amounts required by taw'
contractor shatt furnish the county a certificate of lnsurance with Endorsement as evidence that
poticies providing insurance required by this Agreement are in f utt force and effect' contractor
hereby waives al.t rights of recourse, inctuding any right to which another may be subrogated'
against Kittitas County for personal injury, inctuding death, and property damage' Contractor's
insurance poticies required above shait be primary insurance and shatl be non-contributing with
any other insurance maintained by Kittitas County'
The contractor shatt assume futt responsibitityfor att toss or damage from any cause whatsoever to
anytoots, contractor's emptoyee-owned toots, machinery, equipment, or motorvehicles owned or
rented by the Contractor, or the Contractor's agents, supptiers Or contractors as we[[ as to any
temporary structures, scaffotding and protective fences'
The contractor shaLt have soie responsibitity for ensuring the insurance coverage and timits
required are obtained by subcontractors.
NOTE: No contract shalt form untit and untess a copy of the certif icate of lnsurance with
Endorsement, properly compteted and in the amount required, is attached hereto'
Kittitas County ProfessionaI Services Agreement
Page18of19
EXHIBIT"D"
REPORTING
Contractor shatt provide quarterty and annuaI progress reports by answeringthe questions
provided in this Exhibit. Ptease submit progress reports to the cterk at
heaLtl.ta ncthutn.anservjces@co. kirlitas.wa.Lr.s by the Last day of the month fottowing the quarter in
which services were detivered'
The report shatt inctude, at a minimum:
I A narrative of project activities during the reporting period, inctuding the activities
outtined in Exhibit A Statement of Work'
o A narrative of project successes during the reporting period '
rAnarrativeofprojectchaltengesduringthereportingperiod.
r A narrative of progress made toward the project objectives'
r A data summary of the fotlowing outputs:
o For Enhancing Systems and Reducing Stigma
' Number of lndividual's Trained
' Number of New Staff Hired
. Number of Schoots lmptementing Stigma-Reduction Programs
, Number of lndividua!s Demonstrating lmproved Knowledge, Attitudes' or
Betiefs
o For lncreasing Prevention and EnhancingAccess to care and services
. Number of individuaLs receiving or participating in evidence-based
behavioratheatth-retated-servicesasaresu[tofthegrant
. Number of individuats screened for behaviorat heatth-rel,ated interventions
r Number of individuals referred to crisis or other behaviorat heatth services
for suicide risk, ideation or behavior
r Number of individual.s trained in suicide risk assessment as a resutt of the
grant
r Number of indiVidUats screened for trauma-retated experiences as a resutt
of the grant
r Number of new staff hired
, Number of individuais trained in prevention or behaviorat heatth promotion
. Number of individuats trained in trauma-informed care practices
The County retains the right to request ctarification or additionat information of the applicant as
needed to assess proiect progress and/or appropriate use of funds'
Faiture to submit the required reports may resutt in deLayed reimbursement payments' denial' of
invoices, or contract termination.
Kittitas County Professionat Services Agreement
Page19of19
o
Kittitas County Public Health
Contract/Agreement Review Form
Kiitita5 Couaty
Public Health
Departnrenl
Today's Date:2t27t2025 f Legal Request #:11 362
Fund/Department:1/1Oth of Mental Health fax f Agenda Date:
Contract/
Bud lnformation
nt lnformation
Contract/Agreement Agency: Boys & Girls Club of the Columbia Basin
Contract/Agreem ent Title: Amendment 1 to the PSA between Boys & Girls Club and Kittitas County
End Date: 1213112026Begin Date: 0110112025
Contract/Agreement *: P H M H-000 1Total S Amount: $306,988
Contract/Agreement Sum ma rY:
1/1oth of 1o/o Mental Health and Chemical Dependency Tax funding award to implement the
Strive Program in Kittitas CountY
Kittitas County Prosecutor and Auditor Review and Comment:
APP
- 2J-2_
3rD..zs
DateSignatureOffice
DateAuditor'of sture
Revenue Code(s)105 - 560.3134000
Expense Code(s)105 - 560.54101
Agency is not suspended/disbarred Not Checked (reason)
Agency to Pass Through
Expense Code:Amount to Pass Through
Sub-Contract Approved Date
Pass lnformation
Approval By: Chelsey Loeffers)1/2024 Modified By: Katie OdiagaDate Adopted: 12lADMINVersion:0 Supersedes: 0
AMENDMENT NO. 1
tO thE PROFESSIONAL SERVICES AGREEMENT PHMH.OO4
between Kittitas Gounty Recovery Gommunity Organization and KITTITAS COUNTY
dated 01 I 01 I 2025 - 1 21 31 I 2026
For
The addition of the foll,owing statement under Exhibit B, Gompensation, which
includes the fol,lowing statement:
Al.towabte direct expenses inctude, but are not timited to, salaries, wages, benefits, direct
ctient services, promotion, outreach activities, supplies, professionaI devetopment and
training, travet, equipment, and subcontracts. All expenses must be necessary and directty
retated to the scope of work as outtined in Exhibit A. Contractor witt refer to their approved
budget document submitted through the funding request process for tine-item expenses.
Any changes or updates to the budget must be approved by Kittitas County through the
appointed contract manager in advance of the expenditure, in writing.
Att other terms and conditions of the agreement remain in f utl force and effect
IN WITNESS WHEREOF, the parties have executed this Agreement this
l4t| " dayof
APPROVED:
F}Pri\,2025.
APPROVED:
BOARD OF COUNTY COMMISSIONERS
KITTITAS COUNTY ASHINGTON
/r^n
Signature of Signatory
Date:
Lau adacz,
{bvnn[i ffnurdtnrn
Print Name of Signatory
Contractor's Address
1 10 W 6th Ave PMB 1 18
Ettensburg, WA 98926
Project Gontact
Name BrandiAmundson
Vice Chairman
Brett
Attest:
terk of the rd
o,C lutieKjorsvik
! Mandy Buchhotz
Approved as to Form:
a-
ssroner
Deputy Prosecuti ng Attorney
County's Address
205 West 5th Ave, Suite 108
Ettensburg, WA 98926
Project Gontact
Name Kasey Knutson
Titte Human Services Manager
cot
7
rr L\Q,t,
_\tAL
,il
1n85,12:35?M
Unique Entity lD
CY39Z6JRAL25
SAM.gov
KITTITAS COUNTY COMMUNITY
REGOVERY ORGANIZATION
Active Registration
Entity lnformatlon
Lrpirctiou Dttlc
' Mar 5, 2025
CAGE/NCAGE
(blank)
Physical Address
21I W 3RDAVE
Ellensburg, Wrshington
98926 -3026, U nited States
Mailing Address
110 West 6TH Avenue
Pmb 118
Ellensburg, Washington
9E926, United States
Purpose of Registration
Fedcral Assistance Awards OnlY
Version
Current Record
BUSINESS INFORMATION
Doing Business As
KCRCO
Division Name
Kittitas County Recovery
Community Organization
Congressional District
Washington 08
Owner
lmmediate Owner
Highest Level Owner
URL
(blank)
Division Number
(blank)
State/Couniry of
lncorporation
tAlashin gton, United States
Legal Business
Name
CAGE
(blank)
(blank)
(blank)
iblank)
Registration Dates
Activation Date
Mat 7,2024
Submission Date
Mat 5,2024
lnitial Registration Date
h6ps:/lsam.gov/eniities/view/CY3926JRAL25/coreData?status=Active&emrKeyValue=21736408-1706796523279143 1t2
a
Kittitas County Public Health
Contract/Agreement Review Form
Kittita5 Cou nty
Public Health
Oepartment
Today's Date:12t04t2024 l*'l Legar Request #:\\lLitr
Fund/Department:1/1Oth of Mental Health Tax [:rl] Agenda Date:
Contract/ment lnformation
Bu lnformation
Pass Thro lnformation
Contract/Agreement Agency: Kittitas County Recovery Community Organization
Contract/Agreement Title: KCRCO Expansion of Services
Begin Date: 0110112025 End Date: 1213112026
Contract/Agreement *: P H M H-004Total $ Amount: $2A1,972.AA
Contra ct/Agreement Summ ary:
1/'1Oth of |o/a Mental Health and Chemical Dependency Tax funding award to expand the
KCRCO Services in Kittitas County as proposed in the 2024 RFP Application.
Kittitas County Prosecutor and Auditor Review and Comment:
p /-//-2(
Signature Pro ftiufors *'fl
"0* /o*t^rx
Date
l-/7,2?
tign ature of Audito'r'sr office Date
Revenue Code{s):105 - 560.3134000
105 - 560.54101Expense Code(s):
Agency is not suspended/disbarred pra-Not Checked (reason)1/
Agency to Pass Through
Expense CodeAmount to Pass Through
Sub-Contract Approved Date
ADMIN Version: 0 Supersedes: O Date Adopted: I2l 0112024 Modified By: Katie Odiaga Approval By: Chelsey Loeffers
1nn5,12:35 PM
Unique Entity lD
CY39Z6JRAL25
SAM.gov
KITTITAS COUNTY COMMUNITY
RECOVERY ORGANEAilON
Active Registration
Entity lnformataon
E^-piNrioil Dale
Mar 5, 2025
CAGEINCAGE
(blank)
Physical Ad&ess
2TI WSRDAVE
Ellensburg, Washinglon
98926-3026, United States
Mailing Address
110 West 6TH Avenue
Pmb l1E
Ellensburg, Washington
98926, United States
Purpose ofRegisfation
Federal Assistance Awards OnlY
Version
Current Record
BUSINESS INFORMATION
Doing Business As
KCRCO
Divislon Name
Kittitas County Recovery
Community Organization
Congressional Districl
Washington 08
URL
(blank)
Division Number
{blank)
StatelCountry of
lncorporation
Washington, United States
(blank)
(blank)
Registration Dates
Activation Daie
Mar 7,2024
Submission Date
Mar 5,2024
lnitial Registration Date
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lmmediate Owner
Highest Level Owner
Legal Business
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112
PROFESSIONAL SERVICES AGREEM ENT
Between
KITTITAS COUNTY
and
KittitasCountyRecoveryCommunityorganization(KcRCo}
For
KCRCO Expansion of Services
This Agreement is made by and between Kittitas county (hereinafter "the county") and
Kittitas County Recovery Community Organization (hereinafter "Contractor")' The County and
Contractor agree as fottows:
copies of which are attached hereto and incorporated herein by this reference as fuLty as if set
r General Conditions
r Exhibit A (ScoPe of Work)
r Exhibit B (ComPensation)
r Exhibit C (Proof of lnsurance)
r Exhibit D (RePorting)
forth herein.
Kittitas County ProfessionaI Services Agreement
Pagel ot21
ThetermofthisAgreementshaltcommenceon 111/2)25andcontinueuntit12131/2o26' Any
party may terminate this Agreement by giving thirty (30) days' notice in writing either
p"r.f"rriv detivered or maited postage-pr"puio by certified mai[, return receipt requested' to
the party's last known address forthe purposes of giving notice under this paragraph'
Contractor acknowtedges and by signing this Agreement agrees that the lndemnification
provisions set forth in Paragraphs 7 (lndependent Contractor), 9 [axes)' 15 (Defense and
lndemnity Agreement), 21 (Patent/copyr'rght lnfringement) and 24 (Confidential'ity)' are totatly
and fuLLy part of this llreement and have been mutuatty negotiated by the parties'
lN WITNESS WHEREOF, the parties have executed this Agreement this
4Ib dayor ,2025,
APPROVED:
BrandiAmundson
ure of Signatory
,ur",ln40-L5
nt Name of Signatory
Kitiitas Cou nty Prof essionat Se rrrices Agree rne nt
Page2oI21
APPROVED:
BOARD OF COUNTY COMMISSIONERS
KITTITAS COUNry, WASH I NGTON
an
ce Chairman
Co oner
of Board -
Approved as to Form:
Deputy Prosecuting Attorney
t
Contractor's Address
1 10 W 6th Ave PMB 1 18
EtLensburg, WA 98926
Project Contact
Name BrandiAmundson
Kittitas County Professio naI Services Agreement
Page 3 of 21
County's Address
205 West 5'h Ave, Suite 108
Etl,ensburg, WA 98926
Project Gontact
Name KaseY Knutson
Titte Hurnan Services Manager
GENERAL CONDITIONS
1. Scope el0ontractor's Services:
Contractor agrees to provide to the County seruices and any materiats Set forth in the project
narrative identified in Exhibit "A" durin$th. Agr..rT]"nt period' No materiat' labor' orfacitities
wil.l, be furnished by the County, untess othenruise provided for in the A$reement'
2. PerformanceofWork:
Contractor shatt per{orm work in accordance with, and shal'L compty with' atl of the provlslons
of this Agreement. Ail work shal.i compty with appl'icabte codes and ordinances'
3. Schedu[e of .Performance:
Untess directed otherwise by the County, the Contractor shatt perform the work in
accordance with any schedutes made a part of this Agreement.
4. Definitisns:4.1 "AdditionaI lnsured's" means the county, its successors and assigns' and
the respective directors' officerS, employees, agents and representatives of
the County and its successors and assigns'
4.2 ,,support" means the fol.Lowing: contractor's directors, officers, employees'
. agents and representatives; and sub-contractors of any tier; the respective
directors, officers, employees, agents and representatives of these sub-
contractors of any tier; and any other person or entity acting under the
direction or controt of, or on behatf of, Contractor or any Contractor'S Sub-
Contractors of any tier in connection with or incident to the performance of the
Work or this Agreement'
4.3 The .,Work,, means aLt of the duties tisted in Exhibit A and the performance of atl
otherobl'i$ationsunderthisAsreementbyContractororitsSupport-
5. Ae.aounlingandP-avmenlfar-Qsntmc1ar-$erviees:
payment to the contractor for services rendered under this Agreement shatl be as set forth in
Exhibit ,,8,,. Where Exhibit "8" requires payments by the County, payment shatl be based
upon bitlings, Supported untess othen''rise provided in Exhibit "8", by documentation of units
of work actualy performed and amounts earned, incl,uding where appropriate, the actuat
number of days wOrked each month, total number of hours for the month' and the total dotlar
payment requested. Unl.ess specificatty stated in Exhibit "B" or approved in writing in advance
by the Kittitas county Board of commissioners, the county witL not reimburse the contractor
for any costs or expenses incurred by the ContractOr in performance of this Agreement'
Where required, the County shatl, upon receipt of appropriate documentation' compensate
the Contractor, no more often than monthty, through the County voucher system, for the
Contractor'S service pursuant to the fee schedute set forth in Exhibit "8"'
Kittitas County Frofessional Services Agreement
Page 4 ot 21
6. Assignmgnt and Suheontacting:
No portion of this Agreement may be assigned or subcontracted to any other individuat, firm
or entity without the express and prior written approvaI of the county.
The contractor may onLy subcontract work contemptated under this agreement if it obtains
the prior written approval of the county.
lf the county approves subcontracting, the contractor shal't maintain written procedures
retated to subcontracting, as wetl as copies of al'l' subcontracts and records retated to
subcontracts. For cause, the County in writing may require the Contractor to amend its
subcontracting procedures as they retate to this agreement, prohibit the Contractor from
Subcontracting with a partiCutar person Or entity, or require the Contractor to rescind or
amend a subcontract.
Every subcontract shatl bind the Subcontractor to fottow att appLicabte terms of this
agreement. The Contractor is responsibte to the County if the Subcontractor faiLs to
compty with any appl.icabte term or condition of this agreement. The contractor sha[[
appropriatel.y monitor the activities of the Subcontractor to assure fiscal, conditions of this
agreement. ln no event shalt the existence of a subcontract operate to retease or reduce
the tiabil.ity of the Contractor to the County for any breach in the performance of the
Subcontractor's duties.
Every subcontract shatl inctude a term that county is not I'iable for claims or damages
arising f rom a subcontractor's performance of the subcontract.
7.@:
The Contractor,s services shal,l be furnished by the Contractor as an independent Contractor
and nothing herein contained shal.l. be construed to create a retationship of emptoyer-
emptoyee or master-Servant, but aLt payments made hereunder and al'L services performed
shatL be made and performed pursuant to this Agreement by the Contractor as an
i ndependent Contractor.
The Contractor acknowtedges that the entire compenSation for this Agreement is specified in
Exhibit,,B,, and the Contractor is not entitted to any County benefits including' but not timited
to: vacation pay, hoLiday pay, sick Leave pay, medicat, dentat, or other insurance benefits' or
any other rights ol privil.eges afforded to Kittitas county emptoyees'
Contractor witt defend, indemnify and hotd harmless the County, its Additionat lnsured's'
officers, agents or emptoyees from any toss or expense, inctuding but not limited to
setttements, judgments, Setoffs, attorneys'fees or costs incurred by reason of ctaims or
demands because of breach of the provisions of this paragraph.
B' No-Sralanlee -elEm.PloYme[t
Kiititas County Pi'ofessionai Services Agreeme-t
Page 5 ol 21
The performance of att or part of this Agreement bythe contractor shatt not operate to vest
any empl.oyment rights whatsoever and shatt not be deerned to guarantee any emptoyment of
the contractor or any empl.oyee of the contractor or any sub-contractor or any emptoyee of
anysub-ContractorbytheCountyatthepresenttimeorinthefuture'
9. Taxes:
The Contractor understands and acknowLedges that the County wiLt not withhotd FederaI or
State income taxes. Where required by State or Federat taw, the Contractor authorizes the
County to make withhol,ding for any taxes other than income taxes (i'e' Medicare)' Att
compensation received by the contractor witl be reported to the lnternat Revenue seruice at
theendofthecarendaryearinaccordancewiththeappl'icabtelRSregutations' ltisthe
responsibitity of the Contractor to make the necessary estimated tax payments throughout
the year, if any, and the contractor is soteiy Liabte for any tax obLigation arising from the
Contractor's performance of this Agreement' The Contractor hereby agrees to indemnify the
county against any demand to pay taxes arising from the contractor's failure to pay taxes on
compensation earned pursuant to this Agreement'
The County wiLl, pay sales and use taxes imposed on goods or services acquired hereunder as
required by taw. The contractor must pay al'L other taxes including, but not limited to:
Business and oCCUpation Tax, taxes based on the contractor's gross or net income' or
personal properfy to which the County does not hotd titte' The County is exempt from Federal
Excise Tax.
1 o. BegutalionffinelReq-uilennenl:
This Agreement shal.l be subject to al[ laws, rutes and regutations of the United states of
America, and state of washington, and potitical. subdivisions of the state of washington' and
to any other provisions set forth herein or in the attached exhibits.
11. Bghtlo-Bsv.Lerro:
This contract is subject to review by any Federal or State auditor' The County or its designee
shal.t have the ri$ht to review and monitor the financiaI and service components of this
program by whatever means are deemed expedient by the County' Such review may occur
with or without notice, and may inctude, but is not timited to, on-site inspection by county
agents or employees, inspection of al'1. records or other materiats which the County deems
pertinent to the Agreement and its performance, and any and atl communications with or
evaluation by service recipients under this Agreement. The contractor shal'l' preserve and
rnaintain ail, financial records and records rel,ating to the performance of work under this
Agreement for 6 years after contract termination, and shal'l make them avaitab[e for such
|""ui"*, within Kittitas County, State of Washington, upon request'
12. lLodifjcatians:
l2.lEitherpanymayrequestchangesintheAgreement.Anyandaltagreed
modifications shait be in writing, signed by each of the pafties'
Kitlitas Cou nty Professiona I Services Agreement
Page 6 of 21
12.2
12.3
12.4
12.5
The county may, at any time, by written notice thereof to contractor {"change
Notice,') makes changes in the work within the generat scope of this
Agreement, inctuding, but not timited to: (a) changes in, revisions to'
substitutions for, additions to or del'etions of any Work; (b) changes in
schedute; and (c) acceteration, deceteration or suspension of performance of
anyWork.
lf any change in the work causes an increase or decrease on contractor's cost
of, or the time required for, performance of the Work, an equitable adjustment
in the compensation to contractor and in the schedute for the performance of
the work shal.t be made to reftect such an increase or decrease'
Notwithstanding any dispute or delay in arriving at a mutuatty acceptable
equitabl.e adjustment, contractor shal.l. proceed in accordance with al't change
Notices. The contractor must, within thirty (30) days after receipt of any
Change Notice that does not set forth any acceptabte adjustment' submit to
the County a written statement setting fofth any adjustment ctaimed'
lf any change results in a decrease in the work performed, contractor shatL be
entitted to compensation associated with changing the work, such as revising
design already compLeted, revising catculations al.ready performed' and
revising documents.
13.@:
lf the Contractor defautts by faiting to perform any of the obl'igations of the Agreement or
becomes insotvent or is declared bankrupt or commits any act of bankruptcy or insolvency or
makes an assignment for the benef it of creditors, the county may, by depositing written
notice to the Contractor in the U.S. mait, postage prepaid, terminate the Agreement' and at
the County's option, obtain performance of the work etsewhere' lf the Agreement is
terminated for defautt, the contractor shatl. not be entitl,ed to receive any f urther payments
under the Agreement until. att work ca[ted for has been ful'ty performed' Any extra cost or
damage to the county resuttingfrom such defaul,t(s) shal't be deducted from any money due
or coming due to the Contractor. The Contractor shatt bear any extra expenses incurred by
the County in comptetingthe work' and at[ damage sustained, orwhich may be sustained by
the County by reason of such defautt.
lf a notice of termination for default has been issued and it is tater determined for any reason
that the Contractor was not in defautt, the rights and obtigations of the parties shal't be the
same as if the notice of termination had been issued pursuant to the Termination for Public
Convenience ParagraPh hereof .
1 4. Ie:mlnation-Lo-r -fubUe -Qo'nverulel-se :
Kittiias County Professiorral Services Agreerneni
PageT ot21
The County may terminate the Agreement in whol'e or in part whenever the County
determines, in its sol.e discretion that such termination is in the best interests of the County'
Whenever the Agreement is terminated in accordance with this paragraph' the Contractor
shal.L be entitl.ed to payment for actual work performed at unit contract prices for compteted
items of work. ln the event of such termination, an equitabLe adjustment shall be made in the
compensation payabie to Contractor.
An equitabte adjustment in the contract price for Fartial'l'y compteted items of work witL be
made, but such adjustment shatt not inctude provision for toss of anticipated profit on
defeted or uncompl.eted work. Termination of this Agreement by the County at any time
during the term, whether for defautt or convenience, shatt not constitute a breach of contract
by the County.
15. Defense & lndemniuAgJcemenl:
The Contractor agrees to and shattdefend, indemnify and hol'd harmless the County' its
AdditionaL lnsured's, appointed and etective officers, agents and emptoyees' from and
against att toss or expense, incl.uding but not Limited to judgments, setttements' attorney'S
fees and costs by reason of any and aLt claims and demands upon the County' its AdditionaL
lnSured'S, its etected or appointed officiats, agents, or emptoyees for damages because of
personaL or bodlty injury, incLuding death at anytime resultingtherefrom' sustained by any
person or persons and on account of damage to property incl'uding Loss of use thereof'
whether such injury to persons or damage to property is due to the negtigence of the
Contractor, its sub-Contractors, its el.ected officers, emptoyees or their agents, except onty
such injury or damage as shaLL have been occasioned by the sole negl'igence of the county' its
Additionat lnsured's, appointed or elected officiats, agents, or emptoyees' lt is further
provided that no tiabil.ity shafl attach to the County by reason of entering into this contract'
except as expressty provided herein-
1 6. lLrdrrstriallnilraneel&aiver:
With respect to the performance of this Agreement and as to ctaims against the County' its
Additionat lnsured,s, officers, agents and employees, the Contractor expressly waives its
immunity under Titte 51 of the Revised Code of Washington, the lndustrial lnsurance Act' for
injuries to its emptoyees and agrees that the obLigations to indemnify, defend and hold
harmtess provided in this agreement extend to any ctaim brought by or on behatf of any
emptoyee of the Contractor. This waiver is mutuatl,y negotiated by the parties to this
Agreement.
1 7. V_enuq a nd Cfttoice,of-Lale:
ln the eventthat any titigation shouLd arise concerningthe construction or interpretation of
any of the terms of this Agreement, the venue of such action of I'itigation shal't be in the
Superiorcourlof thestateof washington inandforthecountyof Kittitas' ThisAgreement
shaLl be governed by the law of the State of Washington'
Kiiiltes Cc uniy Professionat Services Agreemenl
Page B af 21
1s.@:
ln the event the contractor has failed to perform any obl,igation to be performed by the
contractor under this Agreement within the time set forth in this Agreement, then the county
may, upon written notice, withhotd at[ monies due and payabte to contractor' without
penalty, untit such faiLure to perForm is cured or othenruise adjudicated'
1 9. Future Non-Attocation ofEunds:
lf sufficient funds are not appropriated or all.ocated for payment under this Agreement for any
future fiscat period, the County wiil not be obtigated to make payments for services or
amounts incurred after the end of the current fiscaL period' No penatty or expense shatl
accrue to the County in the event this provision appties'
20. Contracror Commitment lies-and$e'p-r'e$ent'alialts:
The Contractor represents and warrants to the County as fotlows:
2A.1 The Contractor is dul,y incorporated, vatidty existing and in good standing
under the laws of the state of washington and has aLl. requisite corporate
power and authority to enter into and to perlorm its obtigations under this
Agreement.
The contractor has the authority to execute this Agreement, to make the
representations and warranties Set forth in it and to perform the obtigations
of the contractor under this Agreement in accordance with its terms'
This Agreement has been validly executed by an authorized representative
of the Contractor and constitutes a valid and tegatLy binding and
enforceabte obtigation of Contractor'
The contractor has or witL obtain prior to the commencement date such
Licenses, permits and other authorizations f rom federaL, state and other
governmentat authorities, as are necessary for the performance of its
obtigations under this Agreement.
The Contractor is not in violation of any appticabte [aw' ordinance or
regul.ation the consequence of which wil'l' or may materiatty affect
contractor,s abi[ity to pefform its obti$ations under this Agreement' The
contractor is not subject to any order or judgment of any court, tribuna[ or
governmentat agencywhich materiatly and adversely affects its operations
or assets in the state of washington, or its abitity to perform its obtigations
underthis Agreement.
None of the representations or warranties in this Agreement, and none of
the documents, statements, certificates or schedutes furnished or to be
furnished by contractor pursuant hereto or in connection with the
performance of the obLigations contemplated under this Agreement'
contains or wil,l. contain any untrue statement of a materiat fact or omits or
wiu. omit to state a material fact necessary to make the statements of fact
contained therein not misteading.
24.2
20.3
20.4
24.5
20.6
K;tti ta s Coi-i niy P|ofessi o n ai. Sei-vices Agi-eeme nt
Page I of 21
2't . Patenvcopyightlnlringem€nt
Contractor wiLt defend and indemnify the County from any ctaimed action' cause or demand
brought against the County; to the extent such action is based on the ctaim that information
suppl.ied by the Contractor infringes any patent or copyright. The Contractor wil[ pay those
costs and damages attributabl.e to any such ctaims that are finatl'y awarded against the
County in any action. Such defense and payments are conditioned upon the foitowing:
21.1 contractor shal,l be notified promptty in writing by County of any notice of such
21.2
claim.
contractor shatt have the right, hereunder, at its option and expense, to obtain
for the county the right to continue using the information, in the event such
cLaim of infringemeni is made, provided no reduction in performance or toss
resutts to the CountY.
22. Disputes:
.22.1 Ggngrat
r rha r.\nnrrantnr and tnder and byDifferences between the Contractor and the County, arlslng L
virtue of the Agreement Documents shatt be brought to the attention of the
county at the eartiest possibl.e time in order that such matters may be settted'
or other appropriate action promptty taken. Except for such objections as are
made of record in the manner hereinafter specified and within the time limits
stated, the records, orders, instructions, and decisions of the Kittitas county
Commissioners shatl. be finat and conclusive'
22.2 Na:tia-e qf P*stentiat Ctaims
The contractor shal.l. not be entitled to additionaI compensation which
otherwise may be payab[e, or to extension of time for i1) any act or failure to act
bytheCounty,or(2)thehappeningofanyeventoroccurrence'untessthe
contractor has given the county a written Notice of Potential ctaim within ten
(10) days of the commencement of the act, fai[ure, or event giving rise to the
claim, and before finat payment bythe county. The written Notice of Potentiat
CLaim shatt set forth the reasons for which the Contractor betieves additionat
compensation or extension of time is due, the nature of the cost invotved, and
insofar as possibte, the amount of the potentiat ctaim' contractor shall keep
futt and cornptete daity records of the work per{ormed, labor and material
used, and aLL costs and additionat time ctaimed to be additionat'
22.3.Dstailed-Ahtnn
The contractor shall. not be entitted to ctaim any such additionaL
cornpensation, or extension of time, untess within thirty (30) days of the
completion of the portion of the work from which the claim arose, and before
finat payment bythe county, the contractor has given the county a detaited
written statement of each element of cost or other compensation requested
Kitiiias County Professionai Services Agreerrrent
Page10of2l
24. Confidentiatity:
The Contractor, its emptoyees, sub-COntractors, and their empLoyeeS shaL[ maintain the
confidentiality of aLt information provided by the County or acquired by the Contractor in
performance of this Agreement, except upon the prior written consent of the Kittitas County
Prosecuting Attorney or an order entered by a court after having acquired jurisdiction overthe
County. Contractor shatl. immediateLy give to the County notice of any judiciaI proceedings
seeking disctosure of such information. Contractor shatl' indemnify and hotd harmtess the
Counry, its AdditionaI lnsured's, officials, agents or emptoyees from all loss or expense'
incl.uding, but not l,imited to settlements, iudgments, setoffs, attorneys'fees and costs
resulting from Contractor's breach of this provision'
To the extent that any information obtained by the contractol is required to be shared with or
provided to others by the terms of the Statement of the Work, this provision is not breached
by such acts.
and of a[[ etements of additional time required, and copies of any supporting
doCuments evidencingthe amount orextension of time ctaimed to be due'
23. Ownershipof ltems Produccd:
ALl. writings, programs, data, pubLic records or other materiats prepared by the Contractor
and/or its consultants or sub-ContractorS, in connection with the performance of this
Agreement shatt be the sote and absotute property of the county.
25. Notice:
Except aS Set forth eLsewhere in the Agreement, for atl purposes under this Agreement'
except service of process, notice shatl, be given by the Contractor to the department head of
the department for whom seruices are rendered, and to the Kittitas county commissioners'
205 W Sth Ave, suite 108, Ettensburg, wA 98926. Notice to the contractor for att purposes
under this Agreement shau. be given to the address reftected on the signature page. Notice
may be given by detivery or by depositing in the U.s. Mail', first ciass, postage prepaid'
26. Severabllity:
lf any term or condition of this Agreement or the application thereof to any person(s) or
circumstances iS hetd invalid, Such invatidity shal,l not affect other terms' conditions or
appl.ications which can be given effect without the inval.id term, condltion or application' To
this end, the terms and conditions of this Agreement are decLared severabte'
27 Miscellanesus:
27.1 The County's faiture or del.ayto insist upon strict performance of any of the
provisions of this Agreement orto exercise any rights or remedies underthis
Agreement shal| not be construed as a waiver or relinquishment to any extent
of its right to assert or rely upon any such provisions, ri$hts or remedies in that
or any other instance; rather the same shaLt be and remain in full force and
eifect.
Kiiiiias County Prolessiorrai Services Agreement
Page 1'1 of 21
27,2
27.3
27.4
This Agreement embodies the entire Agreement between the county and
contractor, and supersedes any and atl, prior agreements, regarding the work'
No change, amendment or modification of any provisions of this Agreement
shatL be valid untess set forth in a written instrument signed by the party to be
bound thereby'
{iaa n{ +ha .nr rnrrr co ' ' ln of thisThe rights and remedies of the County set forth in any prouslo
Agreement are in addition to and do not in any way timit any other rights of
remedies afforded to the county by any other provisions of this Agreement, by
any of Contractor's Suppott or by [aw-
The headings of sections and paragraphs of this Agreement are for
convenience of reference onty and are not intended to restrict, affect or be of
any weight in the interpretation or construction of the provisions of such
sections or ParagraPhs.
28. Waiver:
Waiver of any breach or condition of this Agreement shal'l' not be deemed a waiver of any prior
or subsequent breach. No terms or conditions of this Agreement shatt be hetd to be waived'
modified or del.eted except by an instrument, in writing, signed by the parties hereto'
29. Sulival:
Theprovisionsof paragraphs 7,g,11,13,14,15,16, 17'18'19'2A'21'22'23'24'28'30'and
31,32shati su rvive, notwithstanding the termination or invalidity of this Agreement f or any
reason.
30. Non-djgc-riminalisn:
30.1 The County is an equal opportunity emptoyer
30.2
Kitiitas County Proiessional Services Agreeme nt
Page 12 ot 21
N o n d ls cri m i nati a[inEmptayrne nt
ln the performance of this Agreement, the contractorwitl' not discriminate
against any emptoyee or applicant for emptoyment on the grounds of race'
creed, color, national origin, sex, sexuatorientation, maritalstatus, age or
the presence of ,ny ,uniory, mental or physicat handicap; provided that
the prohibition against discrimination in empl'oyment because of
handicap shaLt not apply if the particutar disabitity prevents the proper
performance of the particul.ar worker invotved. The contractor shatl ensure
that appticants are emptoyed, and that emptoyees are treated during
empl.oyment without discrimination because of their race, creed, co[or,
nationa! origin, sex, sexuat orientation, maritat status, age or the presence of
anysensory,mentatorphysicathandicap.Suchactionshaltinclude,butnot
be timited to: emptoyment, upgrading, demotion or transfers, recruitment or
recruitme nt advertising, layoff o r te rmi nation, rates of pay o r other forms of
compensation,andprogr.rntfortrainingincludingapprenticeships'The
Contractor shaft take such action with respect to this Agreement as may be
30.3
30.4
required to ensure futt compliance with locai, state and federal Laws
prohibiting discrimination in em ployment.
Nondiscrim i nation in Services
The contractor witl not discriminate against any recipient of any services or
benefits provided for in this Agreement on the grounds of race, creed, cotor,
nationat origin, sex, Sexual Orientation, maritat status, age or the presence of
any sensory, mentaI or physical' handicap.
lf any assignment and/or subcontracting has been authorized by the County'
said assignment or subcontract shal.l inctude appropriate safeguards against
discrimination. The Contractor shalt take such action as may be required to
ensure futt comptiance with the provisions in the immediatety preceding
paragraphs herein.
31. PrevaitingWage:
The Contractor shalL pay the prevaiting rate of wages to att workers, laborers, or mechanics
emptoyed in the performance of any part of the work in accordance with RCW 39'1 2 and
the rutes and regutations of the Department of Labor and lndustries. The scheduLe of
prevaiting wages rates for the tocatity or locatities of the Work is determined by the
lndustriat Statistician of the Department of Labor and lndustries' lt is the Contractor's
responsibitity to verify the appticabte prevail,ing wage rate. lt is understood that the
Contractor is responsibte for obtaining and compteting aLt required government forms and
submitting same to the proper authorities.
Disputes regarding prevailing wage rates shatL be referred for arbitration to the Director of
the Department of Labor and lndustries. The arbitration decision shati be finat and
conctusive and binding on att parties invol.ved in the dispute as provided for by RCW
39.i 2.060.
3 2. Debarment*As*itlcagani
The Contractor certifies that it:
32.1 ls not presentty debarred, suspended, proposed for debarment, dectared
inetigibLe or voluntarily exciuded f rom covered transactions by any Federat
dePartment or agency.
32.2 Has not within a three-year period preceding the execution of this contract
with Kittitas County, been convicted of or had a civit judgment rendered
against them for commission of fraud or a criminat offense in connection
with obtaining, attempting to obtain, or performing a pubtic or private
agreement or transaction, violation of Federal or State antitrust statutes or
commission of embezzlement, theft, forgery, bribery, fatsification or
destructiOn of records, making faLse statements, tax evasion, receiving
stoten property, making fal,se cLaims, or obstruction of justice.
Kittitas County Professionat Services Agr'eement
Page13of21
32.3
32.4
ls not presentty indicted for or othenruise criminal'ty or civitl'y charged by a
governmental, entity (Federat, state, or tocat)with commission of any of the
offenses enumerated in paragraph32'2of this section'
Has not within a three-year period preceding the preceding the execution of
this contract with Kittitas county had one or more publ,ic transactions
(Federal., State, or tocat)terminated for cause of defaul't'
Kittitas County Professional Services Agreement
Page 14 ot 21
EXHIBIT ''A"
SCOPE OFWORK
ln addition to providing att materiat and tabor, the Contractor shatt perform the following
activities to expand recovery services for veterans, seniors, and youth in
Kittitas CountY:
Prevention
Workshops: Offer bi-monthty workshops for seniors and veterans focused on mentat heatth,
stress management, and earty intervention.
Youth Programs: Expand 509teens after-schoot program with prevention workshops and peer
Led support groups addressing mentaI heatth, substance use, and coping strategies'
Community Events: Host/Co-Host events to raise awareness about avail'abte prevention
services.
Poticy and AdvocacY
Advocacy Campaigns: Partner with Locat and state organizations to push for policies that
improve access to behavioral. heaith services, hosting bi-annuaL meetings with poticymakers'
community Engagement: organize forums and advocacy training for seniors, veterans, and
youth to raise awareness and empower community invotvement'
Organizationat Changes
staff & Hub Expansion: Hire additionat staff, incl.uding a Youth Services Leader, and expand
avaitabte services in our three KCRCO hubs to improve access to care in rural areas'
Staff Training: provide additionat training in trauma-informed care, youth engagement and
cutturaI competence to better support our target populations.
ReducingStigma
pubtic Awareness campaign: Launch anti-stigma campaigns with educational materials'
social, media, and events focused on mentat heal'th'
Storytel.ting & Outreach: Share recovery stories and detiver stigma-reduction presentations
through KCRCO and community partner events.
School & Community Outreach: Presentations in schoots and community centers on
substance use disorder awareness'
Screening and EartY lntervention
BehavioraI Hea1th Screenings: Foster warm hand off referrals to network partners that provide
screenings
Earty lntervention: Continued col.iaborations on implementing ear[y intervention programs ln
school.s and communitY centers
Kittitas County ProfessionaI Services Agreem€ nt
Page 15 of 21
lntegrated care Models
lntegrated Care: Partner with healthcare providers to integrate mental, physical, and
substance use treatment usingwarm hand off referrats at service hubs'
Care Coordination: AdditionaL training of staff on integrated care model's and warm hand off
referrats for seamtess coordination.
Crisis I ntervention Services
Crisis Training: Continued staff training in crisis intervention techniques and mobite crisis
response.
Crisis Resources: Expand avaitabitity of crisis services in rural areas.
Kittitas County Professiona[ Services Agreement
Page 16of2i
EXHIBIT"B"
COMPENSATION
As futL compensation for satisfactory performance of the work, the County shal'l' pay the
Contractor com pensation of $2O1,97 2.
Funds must onty be used to accomptish the Scope of Work as found in ExhibitA Scope of
Work.
Attowabl,e expenses include, but are not timited to, salaries, wages, benefits' direct client
services, promotion, outreach activities, suppties that are necessary and directLy retated to
the scope of work, professiOnat devetopment and training, travet, equipment' and
subcontracts.
Any uses of these funds outside of the I'isted attowable uses must be approved by Kittitas
County in advance of the expenditure, in writing'
Al.l. funds must be spent by 12/31/2026. No extension of the funding period witl' be granted'
Al.l. funding is based on [oca[ tax and fee revenue. lf Local. economic conditions resutt in
insufficient funds to compensate at the stated [eve[s, the County reserves the right to
renegotiate funding amounts to remain within avaitabte revenue batances' The County witt
notify the contractor immediatety if financial. forecasting or actuats indicate such a
circumstance.
Reimbu rsement Procedu res
A. The Contractor shalL submit invoices for seruices due once a month' which shatt be
email,ed to Katie Odiaga, Kittitas County PubLic Heatth Department, at
B. Alt invoices must be submitted by the 20th day of the month fottowing the caiendar
month in which services were detivered'
C. The Contactor must provide adequate backup documentation to support costs in
each invoice. This inctudes a generat tedger from the financiaI accounting system
detaiting transactions and expenditure dates for altowabte activities within the
period of performance. Payrotl. expenses must show emptoyee names, hourty rate'
number of hours, total pay, and project code. Benefits can be one line item but
shoutd incLude project code. Non-payrott expenses must incl'ude a copy of the
receipt or payment invoice'
D. Att invoices must inctude invoice data and an invoice number'
E. Att invoices must atso be accompanied by an updated Contractor Spending Form,
as provided by Kittitas County, to ensure that bill'ing record keeping matches
County records.
Kittitas County ProfessionaI Services Agreement
Page 17 of 21
F- Fail,ure to submit required monthty detiverabte reports as outtined in Exhibit A:
Scope of Work may iesutt in detayed reimbursement payments or deniat of
invoices.
G. Kittitas county is not Liabte for services provided untess the invoice is received on
time or prior arrangements are agreed to in writing signed by the County'
H. ln no event shatt payments underthis agreementtotat more than $2A1,972'
Kittitas County Professional Services Agreement
Page 18 0f 21
EXHIBIT''9"
PROOFOF INSURANCE
The contractor shal.t secure and maintain in etfect at att times during performance of the
Work such insurance as wilt protect Contractor, its Support and the Additionat lnsured's
from att ctaims, [osses, harm, cogts, liabitities, damages and expenses arising out of
personat injury {inctuding death) or property damage that may resutt from performance of
the work or this Agreement, whether such performance is by Contractor or any of its
Support.
Atl. insurance shatt be issued by cornpanies admitted to do business in the State of
Washington and have a rating of A-, Ctass Vll or better in the most recently published
edition of Best's Reports untess otheruuise approved by the county' lf an insurer is not
admitted, al[ insurance poticies and procedures for issuing the insurance policies must
compty with Chapter 48'15 RCW and 284-15 WAC'
The Contractor shatl provide proof of insurance for:
1 ) Commerciat GeneraI Liab-ilily-ln$lraxc€'' "":"fl:ffi
,:ffi l:ii#ft :::Peer
Pr'jec'l
. $1,000,000 products & compteted operations aggregate
. $t,000,000 personal and advertising injury' each offense
' Certificate Hol'der - Kittitas County
. The certificate must name the county as additional insured as
defined in the Agreement
Sixty (60) days written notice to the County of cance ttationa
Kittitas County Professionat Services Agreement
Page 19 ot 21
of the insurance PoLicY.
2) StoP GaP/EmPtoYers Liabitity'' "o:'"lj,r:::
:i,;il1tli,lu,,*,,
. $t,ooo,ooo disease - each emPloYee
rThirtY{30)dayswrittennoticetotheCountyofcancellation
of the insurance Pol'icY'
3) ecmmercialAutomobile-^tiabtlitvlnauianae
Automobil.e Liability for owned, non-owned, hired, and leased
vehictes, with an MCS 90 endorsement and a CA 9946 endorsement
attached if 'pol,lutants' are to be transported'
Coverage timits not less than:
. $1,000,000 combined singte timit
Thirty(30)daysWrittennoticetotheCountyofcancet[ation
of the insurance PoticY-
al u&*elelsmPry*Slpensation
in amounts required by taw.
contractor shatl furnish the county a certificate of lnsurance with Endorsement as
evidence that poticies providing insurance required by this Agreement are in futt force and
effect. contractor hereby waives atl ri$hts of recourse, incl,uding any right to which another
may be subrogated, against Kittitas county for personaL injury, inctuding death, and
property damage. Contractor's insurance poticies required above shatt be primary
insurance and shatt be non-contributingwith any other insurance maintained by Kittitas
County.
The contractor shal.l. assume ful,t responsibil.ity for att loss or damage f rom any cause
whatsoever to any tools, contractor's emp[oyee-owned toots, machinery, equipment, or
motor vehicies owned or rented by the Contractor, or the Contractor's agents, supptiers or
contractors as wett aS to any temporary Structures, scaffotding and protective fences'
The Contractor shatl. have so[e responsibitity for ensuring the insurance coverage and
Limits required are obtained by subcontractors'
NOTE: No contract shatl. form untii and untess a copy of the certificate of lnsurance with
Endorsement, properly compl,eted and in the amount required, is attached hereto'
Kittitas County ProfessionaL Services Agreement
Page2) at 21
I
I
EXHIBIT ''D'
REPORTING
Contractor shatl. provide quarterty and annuaI progress reports by answering the questionS
provided in this Exhibit. Ptease submit progress reports to the cterk at
aealiha rrclhtr.rra.tservrcesaOco.l<rtiilas.v';a-r.rs by the tast day Of the month fottowing the
quarter in which services were detivered'
The report shatt inctude, at a minimum:
r A narrative of project activities during the reporting period, incl'uding the
activities outtined in Exhibit A.
r A narrative of project successes during the reporting period'
o A narrative of project chal.[enges during the reporting period'
r A narrative of progress made toward the project objectives.
r A data summary of the fol'Lowing outputs:
o Number of individuats receiving or participating in evidence-based behavioral
heaLth-rel'ated-services as a result of the grant
r Numberand percentage of peopte accessing services after referraI
o Number of individuats screened for behaviorat heatth-retated interventions
o Number of individuats referred to crisis or other behaviorat heatth services for
suicide risk, ideation or behavior
e Number of individuals screened for suicide ideation as a resutt of the grant
r Number of individuats screened for trauma-retated experiences as a resutt of
the grant
e Number of individuaLs trained in prevention or behaviorat health promotion
I Number of individuats trained in trauma-informed care practices
r Number of new staff hired
r Number of organizational. changes made to support improvement
The county retains the right to request cl.arification or additional information of the
appticant as needed to assess project progress and/or appropriate use of funds'
Faiture to submit the required reports may result in del.ayed reimbursement payments'
deniat of invoices, or contract termination'
Kittitas County ProfessionaI Servlces Agreement
Page 21 of 21
a
Kittitas County Public Health
Contract/Agreeme nt Review Form
Kittita5 Co!iily
Public Health
l)eilrrtiltent
Today's Date 2t27t2025 ffi Legal Request#:11 362
Fund/Department 1/1Oth of Mental Health Tax ffi ngenda oate
Bu lnformation
ment lnformation
lnformationPass
Contract/Agree ment Agency: Kittitas County Recovery Community Organization (KCRCO)
Contract/Agreement Title: Amendment 1 to PSA between KCRCO and Kittitas County
End Date: 1213112026Begin Date: 0110112025
Contract/Agreement *: PH M H-004Total S Amount: $201,972.00
Contract/Agreement Sum m a rY:
1/1gth of 1o/o Mental Health and Chemical Dependency Tax funding award to expand the
KCRCO Services in Kittitas County as proposed in the 2024 RFP Application.
Kittitas County Prosecutor and Auditor Review and Comment:
7. JS
A
3.to,zr
DateSignaturer's OfficeP
DateSignature of Auditor's
Revenue Code(s)105 - 560.3134000
105 - 560.54101Expense Code(s)
Not Checked (reason)Agency is not suspended/disbarred
Agency to Pass Through
Expense CodeAmount to Pass Through
Sub-Contract Approved Date
ADMIN Version: 0 Supersedes: 0 Date Adopted : t2/ 0t/2024 Modified By: Katie Odiaga Approval By: Chelsey Loeffers
AMENDMENT NO. 1
to thE PROFESSIONAL SERVICES AGREEMENT PHMH-OlO
between El,tensburg Schoot District and KITTITAS COUNTY
dated 01 I 01 12025 - 1 21 31 I 2025
For
The addition of the fotl,owing statement under Exhibit B, Compensation, which
includes the fol,lowing statement:
ALtowabte direct expenses inctude, but are not timited to, salaries, wages, benefits, direct
ctient services, promotion, outreach activities, supplies, professional devetopment and
training, travet, equipment, and subcontracts. Al.t expenses must be necessary and directty
retated to the scope of work as outtined in Exhibit A. Contractor witl. refer to their approved
budget document submitted through the f unding request process for [ine-item expenses.
Any changes or updates to the budget must be approved by Kittitas County through the
appointed contract manager in advance of the expenditure, in writing.
Att other terms and conditions of the agreement remain in futl force and effect.
lN WITNESS WHEREOF, the parties have executed this Agreement this
I st day of ,2025
APPROVED:APPROVED:
BOARD OF COUNTY COMMISSIONERS
KITTITAS COUNTY, WASH IN
S atu Signatory Lau , cha
'^'"i/rlu
Print Name of Signatory
Contractor's Address
1300 East Third Avenue
Ettensburg, WA 98926
Project Gontact
Name TroyTornow
ight, Vice Chairman
Commissioner
ttest
terk of the
E tutieKjorsvik
I Mandy Buchhotz
Approved as to Form:
Deputy Prosecuti ng Atto rneY
Gounty's Address
205 West 5th Ave, Suite 108
Ettensburg, WA 98926
Project Contact
Name Kasey Knutson
Titte Human Services Manager
{.r
c0r
ry
s EAL
7
G
Kittitas County Public Health
Contract/Agreement Review Form
Kittitai Couil!y
Public Health
Depa.tment
Today's Date:12t0412024 Legal Request #:\]*r t
Fun d/Depa rtment:'l11Oth of Mental Health Tax Agenda Date
f
Contract/Agreement Agency: Ellensburg School District
Contract/Agreernent Title: Providing Mental Health Services to the Students at Ellensburg School District
End Date: 1213112026Begin Date: 0110112025
Contract/Agreement *: PHMH-01 0Total 5 Amount: $313,750.00
Contract/Agreement Summ ary:
1/1gth funding to Ellensburg School districtto.contractwith a licensed mental health care
provider to provide mental health services to the students in Ellensburg School District.
Contra ent lnformation
lnformation
Pass lnformation
Agency to Pass Through
Amount to Pass Through Expense Code:
Sub-Contract APProved Date
Kittitas County Prosecutor and Auditor Review and Comment:
AP
l'sr.rr
Dater'sSignature ce
Dateof Auditor'ss
Revenue Code{s)105 - 560.3134000
Expense Code(s)105 - 560.54101
Agency is not suspendedldisbarred Not Checked (reason)
ADMIN Version: 0 Supersedes:0 Date Adopted: I2l or/2o24 Modified By: Katie Odiaga Approval By: Chelsey Loeffers
117 125, 1238 ?M
Unique Entity lD
XX5UG1gSKVB7
Doing Business As
{blank)
Division Name
{blank)
Congressional Distilct
Washington 0B
Owner
lmmediate Owner
Highest Level Owner
CAGE/NCAGE
5PORO
SAM.gov
ELLENSBURG SCHOOL DISTRICT Active Registration
Entity lnformalion
Expiration Date
Nov 20, 2025
PhysicalAddress
13OO E 3RD AVE
Ellensburg, Washington
98926-3576, United States
Mailing Address
13OO E 3RD AVE
Ellensburg, Washington
98926-3576, United States
Purpose of Registration
Federal Assistance Awards 0nlY
Version
Current Record
BUS lN ESS I N FCIRMATIO f.l
URL
(blank)
Divislon Number
(blank)
State/Country of
lncorporation
(blank), (blank)
CAGE
(blank)
{blank}
Legal Business
Name
{blank)
{blank}
Registration Dates
Activation Date
Nov 22,2Q24
Submission Date
Nov 20,2024
lnitial Registration Date
https://sam.gov/entities/viewlxx5UG'l gSKVBTlcoreData?status=Active&emrKeyvalue=1091055-1732127O31870420 1tu
117125, 12:38 PM
SeP 2, 2009
SAM.gov
Entity Dates
Enlity Start Date
Jan l, 1990
Fiscal Year End Close Date
A.ug 31
Executlve Compensation
Registrants in the System forAward Management (SAM) respond to the Executive Compensation questions in accordance
with Section 62A2 of P.l. 110-252, amending the Federal Funding Accountability and Transparency Act (P.L. 109-282). This
information is not displayed in SAM. lt is sent io USAspending.gov for display in association with an eligible award.
Maintaining an active registration in SAM demonstrates the registrant responded lo the questions.
sA tl/t s EARC r"t A l"'Tl-l 0 RlzATloN
I authorize my entity's non-sensilive informalion to be displayed in SAM public search results:
fi Yes
ENT|TY TYPE$
Business Types
Entity Structure U'S. Government Entity
Entity Type US Local Government
Profit Structure (blank)
OrganizationFactors {blank}
Socio-Econornic Types
Check the registrant's Reps & Certs, if present, under FAR
52.212-3 or FAR 52.219-1 to determine if the entity is an SBA-
certified HUBZone small business concern. Additional small
business information may be found in the SBA's Dynamic Small
Business Search if the entity completed the SBA supplemental
pages during registration.
httpsJlsam-gov/entities/view/Xx5UG"19SKVB7/coreData?status=Active&emrKeyValue=1091055-1732127O31870420
PROFESSIONAL S ERVICES AGREEM ENT
Between
KITTITAS COUNTY
and
Etlensburg Schoo[ District
For
Providing Mentat Heatth services to the students at Ettensburg school District
This Agreement is made by and between Kittitas County (hereinafter "the County") and
El.tensburg Schoot District (hereinafter "Contractor"). The County and Contractor agree as
fottows:
r Generat Conditions
r Exhibit A (Scope of Work)
r Exhibit B (ComPensation)
r Exhibit C (Proof of lnsurance)
r Exhibit D (Reporting)
forth herein.
The term of this Agreement shatl commence on 1/1/2o25and continue untit '12/31/2025' Any
pafty mayterminate this Agreement by givingthirty (30) days' notice in writing either
personalty deLivered or maited postage-prepaid by certified mait, return receipt requested, to
the party's last known address for the purposes of giving notice under this paragraph'
contractor acknowtedges and by signing this Agreement agrees that the lndemnification
provisions set forth in Paragraphs 7 (lndependent Contractor), 9 (Taxes), 15 (Defense and
lndemnity Agreement), 21 (PatenVCopyright lnfringement) and 24 (Confidentiatity), are totalty
and ful.l.y paft of this Agreement and have been mutuatly negotiated by the parties'
Kittitas County Profession a[ Se rvices Agreeme nt
Page1of19
copies of which are attached hereto and incorporated herein by this reference as futly as if set
lN WITNESSWHEREOF, the parties have executed this Agreementthis
day of ,2A25.
APPROVED:
TROY TORNOW
S Signatory
Date:
Print N e of Signatory
Kittitas County Prof essiona I Services Agreement
Page 2 of 19
APPROVED:
BOARD OF COUNry COMMISSIONERS
KITTITAS COU NW, WASH I NGTON
an
rman
r
6ot/tA4
the Board -
Approved as to Form:
Deputy Prosecuti ng AttorneY
()tlll
T.
(
Gontractor's Address
1300 EastThird Avenue
El"l.ensburg,WA 98926
Project Contact
Name TroyTornow
Kittitas Co u nty Professiona I Se rvices Agreement
Page 3 of 19
County's Address
205 West Sth Ave, Suite 108
Etl.ensburg, WA 98926
Proiect Gontact
Name Kasey Knutson
Titte Human Services Manager
GENERAL CONDITIONS
1 . ScoBeot Contractor's $erviqes:
Contractor agrees to provide to the County seruices and any materiats set forth in the project
narrative identified in Exhibit "A" duringthe Agreement period. No materia[, [abor, orfacilities
witl be furnished by the County, untess othenruise provided for in the Agreement'
2. Performence-oil &&:
contractor shaLt perform work in accordance with, and shatl, comptywith, a[[ of the provisions
of this Agreement. Al,l. work shatt comply with appticabte codes and ordinances'
3. Schedulesf Periarmance:
Unl.ess directed otherurise bythe county, the contractor shatt perform the work in
accordance with any schedutes made a part of this Agreement.
4. Definillens:
4.1
4.2
4.3
"AdditiOnaI lnSUred'S" means the County, its successOrS and aSsignS, and
the respective directors, officers, emptoyees, agents and representatives of
the County and its successors and assigns.
"SUpport" meAns the fOtl.owing: Contractor's directorS, officers, emptoyees,
agents and representatives; and sub-contractors of any tier; the respective
directors, officers, emptoyees, agents and representatives of these sub-
contractors of any tier; and any other person or entity acting under the
direction or controI of, or on behatf of, contractor or any contractor's stlb-
contractors of any tier in connection with or incident to the performance of the
Work or this ASreement.
The ,,work,' means ail. of the duties Listed in Exhibit A and the performance of atl
other obLigations under this Agreement by Contractor or its Su pport'
5. Aceounting wices:
payment to the Contractor for services rendered under this Agreement shatt be as set {orth in
Exhibit "B". Where Exhibit "B" requires payments by the County, payment shal'l be based
upon bittings, supported untess otheruyise provided in Exhibit "B", bY documentation of units
of work actuatty performed and amOunts earned, inctudingwhere appropriate' the actuat
number of days worked each month, total number of hours for the month, and the total doltar
payment requested. Untess specificall.y stated in Exhibit "8" or approved in writing in advance
by the Kittitas County Board of Commissioners, the County witt not reimburse the Contractor
for any costs or expenses incurred by the Contractor in performance of this Agreement'
Where required, the County shatt, upon receipt of appropriate documentation, compensate
the contractor, no more often than monthty, through the county voucher system, for the
Contractor's Seryice pursuant to the fee schedute Set forth in Exhibit "B"'
Kittitas County ProfessionaI Services Agreement
Page4of19
6.Assi6@:
No portion of this Agreement may be assigned or subcontracted to any other individuat' firm
or entity without the express and prior written approvat of the County.
The Contractor may onty subcontract work contemptated under this agreement if it obtains
the prior written approvat of the county.
tf the County approves subcontracting, the Contractor shaLt maintain written procedures
re1ated to subcontracting, as we[[ as copies of alt subcontracts and records retated to
subcontracts. For cause, the County in writing may require the Contractor to amend its
subcontracting procedures as they retate to this agreement, prohibit the Contractor from
subcontracting with a particutar person or entity, or require the Contractor to rescind or
amend a subcontract.
Every subcontract shatl bind the Subcontractor to fottow att appticable terms of this
agreement. The Contractor is responsibte to the County if the Subcontractor faits to
compty with any appLicabte term or condition of this agreement. The Contractor shatl
appropriatety monitor the activities of the Subcontractor to assure fiscaI conditions of this
agreement. ln no event shal,t the existence of a subcontract operate to retease or reduce
the Liabitity of the Contractor to the County for any breach in the performance of the
Su bcontractor's duties.
Every subcontract shal.L inctude a term that County is not Liable for claims or damages
arising from a Subcontractor's performance of the subcontract-
z. lndependent Contractor:
The Contractor's services shal.t be furnished bythe Contractor as an independent Contractor
and nothing herein contained shatt be construed to create a relationship of employer-
emptoyee or master-seruant, but att payments made hereunder and atl services performed
shaft be made and performed pursuant to this Agreement by the Contractor as an
independe nt Contractor.
The Contractor acknowtedges that the entire compensation for this Agreement is specified in
Exhibit ,,8,, and the Contractor is not entitl"ed to any County benefits inctuding, but not I'imited
to: vacation pay, hotiday pay, sick leave pay, medicat, dental, or other insurance benefits, or
any other rights or priviteges afforded to Kittitas County emptoyees.
ContractorwiLl. defend, indemnify and hotd harmless the County, its Additional lnsured's,
officers, agents or empl,oyees from any loss or expenSe, inctuding but not timited to
setttements, judgments, setoffs, attorneys'fees or costs incurred by reason of claims or
demands because of breach of the provisions of this paragraph'
L N o-G,-uarantqe--slEmplqymen!:
Kittitas County ProfessionaI Services Agreement
Page5of19
The performance of aLt or part of this Agreement by the contractor shatt not operate to vest
any emptoyment rights whatsoever and shatt not be deemed to guarantee any emptoyment of
the Contractor or any emptoyee of the Contractor or any sub-Contractor or any employee of
any sub-contractor by the county at the present time or in the future.
9. Taxes:
The Contractor understands and acknowtedges that the County wiLt not withhotd FederaI or
state income taxes. where required by state or Federat [aw, the contractor authorizes the
Countytomakewithhofdingforanytaxesotherthanincometaxes(i'e'Medicare)' Atl'
compensation received by the contractor wiLt be reported to the lnternat Revenue service at
the end of the catendar year in accordance with the appLicabl,e IRS regulations' lt is the
responsibitity of the Contractor to rnake the necessary estimated tax payments throughout
the year, if any, and the Contractor is sol,eLy Liabl'e for any tax obtigation arising f rom the
Contractor's performance of this A$reement. The Contractor hereby agrees to indemnifythe
county against any demand to pay taxes arising from the contractor's failure to pay taxes on
compensation earned pursuant to this Agreement'
The county wil.t pay sates and use taxes imposed on goods or services acquired hereunder as
required by taw. The Contractor mUSt pay atl other taxes inctuding, but not limited to:
Business and Occupation Tax, taxes based on the Contractor'S gross or net income' or
personat property to which the County does not hotd title. The County is exempt from Federal
Excise Tax.
1 0. Begu-Latiaos-€ndBsquire m e nt:
This Agreement shal,t be subject to atl laws, rutes and regutations of the United States of
America, and State of Washington, and potiticaLsubdivisions of the State of Washington, and
to any other provisions set forth herein or in the attached exhibits.
11. Rigru &_Bsvrerru:
This contract is subject to review by any Federat or state auditor. The county or its designee
shal.t have the right to review and monitor the financial. and service components of this
program by whatever means are deemed expedient by the County' Such review may occur
with or without notice, and may include, but iS not Limited to, on-site inspection by County
agents or empl,oyees, inspection of atl. records or other materiats which the county deems
pertinent to the Agreement and its performance, and any and at[ communications with or
evatuation by service recipients under this Agreement' The Contractor shatl preserve and
maintain atl, financiat records and records retating to the performance of work under this
Agreement for 6 years after contract termination, and shal'L make them avaitabte for such
review, within Kittitas County, State of Washington, upon request'
12. M[dlfira.ation$:
12.1 Either party may request changes in the Agreement. Any and att agreed
modificationsshattbeinwriting,signedbyeachoftheparties.
Kittitas County ProfessionaI Services Agreement
Page 6 of 19
12.2
12.3
12.4
12.5
The County may, at any time, by written notice thereof to Contractor ("Change
Notice") makes changes in the work within the general scope of this
Agreement, inctuding, but not timited to: (alchanges in, revisions to,
substitutions for, additions to or detetions of any Work; (b) changes in
scheduLe; and (c) acceteration, deceteration or suspension of performance of
anyWork.
lf any chan$e in the Work causes an increase or deCrease on Contractor's cost
of, or the time required for, performance of the work, an equitabte adjustment
in the compensation to Contractor and in the schedute for the performance of
the work shal,t be made to reftect such an increase or decrease.
Notwithstanding any dispute or detay in arriving at a mutuatty acceptabte
equitab[e adjustment, Contractor shatt proceed in accordance with att Change
Notices. The contractor must, within thirty (30) days after receipt of any
Change Notice that does not set forth any acceptabte adjustment, submit to
the county a written statement setting forth any adjustment claimed'
lf any change results in a decrease in the work performed, contractor shatt be
entitl,ed to compensation associated with changing the Work' such as revising
design atready compteted, revising ca[cutations al.ready performed, and
revising documents.
1 3. IetminaliorLorD-elault:
lf the contractor defaul,ts by faiting to perform any of the obtigations of the Agreement or
becomes insotvent or is dectared bankrupt or commits any act of bankruptcy or insolvency or
makes an assignment for the benefit of creditors, the County may, by depositing written
notice to the Contractor in the U.S. mail, postage prepaid, terminate the Agreement' and at
the County's option, obtain performance of the work etsewhere' lf the Agreement is
terminated for default, the Contractor shatt not be entitl,ed to receive any further payments
under the Agreement untit att work cal.ted for has been futty performed. Any extra cost or
damage to the county resulting from such defautt(s) shal,t be deducted from any money due
or coming due to the contractor. The contractor shatt bear any extra expenses incurred by
the County in compl.eting the Work, and att damage sustained, or which may be sustained by
the County by reason of such defautt'
lf a notice of termination for defautt has been issued and it is iater determined for any reason
that the Contractor was not in defautt, the rights and obtigations of the parties shal'l be the
same as if the notice of termination had been issued pursuant to the Termination for Public
Conve nience ParagraPh hereof.
14.Te!:mination-f orPubllc-e-o-n-v.enlqn-e-e:
Kittitas County ProfessionaL Services Agreement
PageT of 19
The County may terminate the Agreement in whole or in part whenever the County
determines, in its sote discretion that such termination is in the best interests of the County'
Whenever the Agreement is terminated in accordance with this paragraph, the Contractor
shal.l. be entitled to payment for actuaI work performed at unit contract prices for completed
items of work. ln the event of such termination, an equitabl'e adjustment shatt be made in the
compensation paya bte to contractor.
An equitable adjustment in the contract price for partial.ty compteted items of work wilt be
made, but such adjustment shatl. not inctude provision for Loss of anticipated profit on
deteted or uncompteted work. Termination of this Agreement by the County at any time
during the term, whether for defaul,t or convenience, shatl not constitute a breach of contract
bythe CountY.
t5. Defense & lndemnityAgreemenl:
The contractor agrees to and shatt defend, indemnify and hotd harmtess the county, its
Additional, lnsured's, appointed and etective officers, agents and emptoyees, from and
against atl Loss or expense, inctuding but not timited to judgments, setttements, attorney's
fees and costs by reason of any and al.l ctaims and demands upon the County' its Additionat
lnSured'S, its eiected or appointed officiats, agents, or ernpl'oyees for damages because of
personaL or bodity injury, inctuding death at any time resutting therefrom, sustained by any
person or persons and on account of damage to propefty inctuding toss of use thereof'
whether such injury to persons or damage to property is due to the negLigence of the
contractor, its sub-contractors, its etected officers, empioyees ortheiragents, except only
such injury or damage as shal.t have been occasioned by the so[e negtigence of the County' its
Additional lnsured's, appointed or etected officiats, agents, or empLoyees' lt is further
provided that no tiabitity shatt attach to the County by reason of entering into this contract'
except as expressty provided herein.
1 6. !&dusldaltnsur-anae-\Ma&er:
with respect to the performance of this Agreement and as to ctaims against the county, its
Additional.lnsured,s, officers, agents and emptoyees, the contractor expresstywaives its
immunity underTitte 51 of the Revised code of washington, the lndustriat lnsurance Act' for
injuries to its emptoyees and agrees that the obl,igations to indemnify, defend and hold
harml,ess provided in this agreement extend to any cl'aim brought by or on behaLf of any
empl.oyee of the Contractor, This waiver is mutualty negotiated bythe parties to this
Agreement.
17. \lenue and Chqic-e-olLalu:
ln the event that any litigation shoutd arise concerning the construction or interpretation of
any of the terms of this Agreement, the venue of such action of titigation shatt be in the
SuperiorCourloftheStateofWashingtoninandfortheCountyof Kittitas. ThisAgreement
shal.t be governed by the taw of the State of Washington'
Kittitas County ProfessionaI Services Agreement
Page I of 19
1 B. Wi-thhotdingPayment:
ln the event the contractor has faited to perform any obli$ation to be pedormed by the
contractor under this Agreement within the time set forth in this Agreement, then the county
may, upon written notice, withhol,d att monies due and payabte to Contractor' without
penatty, untit such faiture to perform is cured or otheruuise adjudicated'
lg.FutureNM:
lf sufficient funds are not appropriated or attocated for payment under this Agreement for any
future fiscat period, the County witl not be obtigated to make payments for services or
amounts incurred afterthe end of the currentfiscat period. No penattyorexpense shaLl
accrue to the County in the event this provision applies'
20. ContraclorCommitments'Wa presentations:
The Contractor represents and warrants to the County as fotlows:
20.1 The Contractor is duty incorporated, vatidty existing and in good standing
underthe taws of the State of washington and has alt requisite corporate
power and authority to enter into and to perform its obtigations under this
Agreement'
20.2 The Contractor has the authority to execute this Agreement, to make the
representations and warranties set forth in it and to perform the obtigations
of the contractor under this Agreement an accordance with its terms.
20.3 This Agreement has been vatidty executed by an authorized representative
of the Contractor and constitutes a vatid and tegatLy binding and
enforceabte obl'igation of Contractor'
20.4 The Contractor has or witl obtain prior to the commencement date such
[icenses, permits and other authorizations from federa[, state and other
governmentat authorities, as are necessary for the performance of its
obl.igations under this Agreement.
20.5 The contractor is not in viotation of any appticabte [aw, ordinance or
regutation the consequence of which wilt or may materiatty affect
Contractor's abil,ityto perform its obtigations underthis Agreement' The
contractor is not subject to any order or judgment of any court, tribunal or
governmentat agency which material,ty and adversety affects its operations
or assets in the State of Washington, or its ability to perform its obti$ations
under this Agreement.
20.6 None of the representations or warranties in this Agreement, and none of
the documents, statements, certificates or schedutes furnished or to be
furnished by contractor pursuant hereto or in connection with the
performance of the obl.igations contempl,ated under this Agreement'
contains or witt contain any untrue statement of a material' fact or omits or
wilt omit to state a materiat fact necessary to make the statements of fact
contained therein not misleading'
Kittitas County ProfessionaI Services Agreement
Page9of19
21 . PatenVcepyright lnfringement:
Contractor wiLl. defend and indemnify the County from any ctaimed action, cause or demand
brought against the County; to the enent such action is based on the ctaim that information
suppl.ied by the contractor infringes any patent or copyright. The contractor witt pay those
costs and damages attributabte to any such ctaims that are finatty awarded against the
County in any action. Such defense and payments are conditioned upon the fottowing:
21 .1 Contractor shaLt be notified promptty in writing by County of any notice of such
claim.
21.2 Contractor shal,t have the right, hereunder, at its option and expense, to obtain
for the County the right to continue using the information, in the event such
claim of infringement is made, provided no reduction in performance or loss
resutts to the CountY.
22. Disputes:
22.1 General
Differences between the Contractor and the County, arising under and by
virtue of the Agreement Documents shatt be brought to the attention of the
County at the eartiest possibte time in order that such matters may be settted,
or other appropriate action promptty taken. Except for such objections as are
made of record in the manner hereinafter specified and within the time I'imits
stated, the records, orders, instructions, and decisions of the Kittitas County
Commissioners shatL be finaL and conctusive'
22.2 NclLee-otSolcntialebims
The Contractor shatL not be entitted to additionat compensation which
othenruise may be payabte, or to extension of time for (1) any act or faiture to act
by the county, or (2) the happening of any event or occurrence, untess the
contractor has given the county a written Notice of Potential" ctaim within ten
(10) days of the commencement of the act, faiture, or event giving rise to the
ctaim, and before finat payment by the County. The written Notice of PotentiaI
Ctaim shal.t set fonh the reasons for which the Contractor betieves additional'
compensation or extension of time is due, the nature of the cost invotved, and
insofar as possibte, the amount of the potentiat cl'aim' Contractor shatt' keep
futt and comptete daity records of the work performed, [abor and materiat
used, and atL costs and additionat time cl,aimed to be additional.
22.3 Detattedltaim
The contractor shatt not be entitted to c[aim any such additionaL
compensation, or extension of time, untess within thirty (30)days of the
comptetion of the portion of the work from which the ctaim arose, and before
final. payment by the County, the Contractor has given the County a detaited
written statement of each etement of cost or other compensation requested
Kittitas County Professiona[ Services Agreement
Page 10 of '1 I
and of al.t el,ements of additional. time required, and copies of any supporting
documents evidencingthe amount or extension of time ctaimed to be due'
23. Qwnership qf ltems Produ :
Atl writings, programs, data, pubtic records or other materiaLs prepared by the Contractor
andlor its consuttants or sub-Contractors, in connection with the performance of this
Agreement shal.l. be the sote and absotute property of the County'
24. Cgnfidenlieli&:
The Contractor, its employees, sub-Contractors, and their empl.oyees shat[ maintain the
confidentiatity of att information provided by the County or acquired by the Contractor in
performance of this Agreement, except upon the prior written consent of the Kittitas County
prosecuting Attorney or an order entered by a court after having acquired jurisdiction over the
County. Contractor shatl. immediatety give to the County notice of any judicial' proceedings
seeking disctosure of such information. Contractor shatL indemnify and hotd harmless the
county, its AdditionaI lnsured's, officials, agents or emptoyees from at[ loss or expense,
inctuding, but not timited to setttements, judgments, setoffs, attorneys'fees and costs
resutting from Contractor's breach of this provision.
To the extent that any information obtained bythe Contractor is required to be shared with or
provided to others by the terms of the Statement of the Work, this provision is not breached
by such acts.
25. Notice:
Except as set forth eLsewhere in the Agreement, for all purposes under this Agreement'
except service of process, notice shatl. be given by the Contractor to the department head of
the departrnent for whom services are rendered, and to the Kittitas County Commissioners,
205 W 5,h Ave, Suite 108, ELtensburg, WA 98926. Notice to the Contractor for atl purposes
underthis Agreement shal,t be given to the address refl.ected on the signature page. Notice
may be given by detivery or by depositing in the U.S. Mait, first class, postage prepaid.
26. Severabilijy:
lf any term or condition of this Agreement or the apptication thereof to any person(s) or
circumstances is hetd invatid, such invatidity shatt not affect other terms, conditions or
apptications which can be given effect without the invaLid term, condition or appl'ication. To
this end, the terms and conditions of this Agreement are declared severable-
27. MiscellanaQ.us:
27 .1 The County's faiture or detay to insist upon strict performance of any of the
provisions of this Agreement or to exercise any rights or remedies under this
Agreement shatt not be construed as a waiver or relinquishment to any extent
of its right to assert or rety upon any such provisions, rights or remedies in that
or any other instance; rather the same shalt be and remain in fuil force and
effect.
Kittitas County Protessiona[ Services Agreement
Page11of19
27.2
27.3
27.4
This Agreement embodies the entire Agreement between the county and
contractor, and supersedes any and al,t prior agreements, regardingthe work'
No change, amendment or modification of any provisions of this Agreement
shail, be vatid untess set forth in a written instrument signed by the partyto be
bound thereby.
The rights and remedies of the County set forth in any provision of this
Agreement are in addition to and do not in any way timit any other rights of
remedies afforded to the County by any other provisions of this Agreement, by
any of Contractor's Support or by [aw-
The headings of sections and paragraphs of this Agreement are for
convenience of reference onty and are not intended to reStrict, affect or be of
any weight in the interpretation or construction of the provisions of such
sections or ParagraPhs.
28. Waiver:
Waiver of any breach or condition of this Agreement shatt not be deemed a waiver of any prior
or subsequent breach. No terms or conditions of this Agreement shal.l' be hetd to be waived,
modified or deteted except by an instrument, in writing, signed by the pafties hereto'
29. Survival:
Theprovisionsof paragraphs 7,g,11,'1g,14,15,16,17,18,19,20,21,22'23'24'28'30'and
A1 , 32shalt suruive, notvvithstanding the termination or invaLidity of this Agreement for any
reason.
30. N o ndi s-crimitralloll :
30.1 The County is an equal opportunity employer'
30.2 bl-o-ndis-e"riminatiol-tnEmptoym€nl
ln the performance of this Agreement, the Contractor witl' not discriminate
against any empl.oyee or appticant for emp{.oyment on the grounds of race,
creed, Color, national origin, seX, SexuaI OrientatiOn, maritaI statuS, age Or
the presence of any sensory, mental or physicat handicap; provided that
the prohibition against discrimination in emptoyment because of
handicap shatt not appty if the particutar disabi[ity prevents the proper
performance of the particutar worker invotved. The Contractor shatl ensure
that appLicants are emptoyed, and that emptoyees are treated during
emptoyment Without discrimination because of their race, creed, color,
nationat origin, sex, sexual orlentation, marital status, age or the presence of
any sensory, mental or physicat handicap. Such action shatl include' but not
be timited to: employment, upgrading, demotion or transfers, recruitment or
recruitment advertising, layoff or termination, rates of pay or other forms of
compensation, and programs for tfaining incl,uding apprenticeships. The
contractor shail. take such action with respect to this Agreement as may be
Kittitas County ProfessionaL Services Agreement
Page12of19
30.3
30.4
required to ensure fut[ comptiance with locat, state and federai laws
prohibiting discrimination in emptoyment-
Nondiscriminatiqn in Services
The Contractor witt not discriminate against any recipient of any services or
benefits provided for in this Agreement on the grounds of race, creed, cotor,
national origin, sex, sexuaI orientation, maritaI StatuS, age or the preSence of
any sensory, mental or physicat handicap.
lf any assignment and/or subcontracting has been authorized by the County,
said assignment or subcontract shatt inctude appropriate safeguards against
discrimination. The Contractor shal.t take such action as may be required to
ensure futt comptiance with the provisions in the immediatety preceding
paragraphs herein.
31. Prsvsiling]dage:
The Contractor shalt pay the prevaiting rate of wages to att workers, [abofers, or mechanics
emptoyed in the performance of any part of the Work in accordance with RCW 39'1 2 and
the rules and regul,ations of the Department of Labor and lndustries. The schedute of
prevail.ing wages rates for the tocatity or tocatities of the Work is determined by the
lndustriat Statistician of the Department of Labor and lndustries. lt is the Contractor's
responsibil.ity to verify the appticabte prevaiting wage rate. lt is understood that the
Contractor is responsibl.e for obtaining and compLeting att required government forms and
submitting same to the proper authorities'
Disputes regarding prevaiting wage rates shaLl be referred for arbitration to the Director of
the Department of Labor and lndustries. The arbitration decision shalt be final and
conctusive and binding on att parties invo[ved in the dispute as provided for by RCW
39.12.060.
32. Deba rmeltQertif ication :
The Contractor certifies that it:
32.1 ls not presentty debarred, suspended, proposed for debarment, dectared
inel.igibte or voluntarily excl,uded from covered transactions by any Federat
dePartment ol agencY.
AZ.Z Has not within a three-year period preceding the execution of this contract
with Kittitas County, been convicted of or had a civit judgment rendered
against them for commission of fraud or a criminaI offense in connection
with obtaining, attempting to obtain, or performing a publ'ic or private
agreement or transaction, vioLation of FederaI or State antitrust statutes or
commission of embezztement, theft, forgery, bribery, fatsification or
destructlon of records, making fatse statements, tax evasion, receiving
stolen property, making fatse ctaims, or obstruction of justice'
Kittitas County Professional Services Agreement
Page 13 of 'l 9
32.3 ls not presentty indicted for or otherwise criminatty or civitty charged by a
governmentat entity (Federat, State, or [ocat) with commission of any of the
offenses enumerated in paragraph 32-2 of this section'
g2.4 Has not within a three-year period preceding the preceding the execution of
this contract with Kittitas County had one or more pubtic transactions
{Federat, State, or tocat) terminated for cause of defautt'
Kittitas County Professional Services Agreement
Page 14 of 19
EXHIBIT"A']
SCOPE OF WORK
ln addition to providing al.t materiat and labor, the contractor shatt perform the foitowing activities as
described in the Ettensburg School District proposal:
1. Hire a social worker to work with students at Ettensburg school. District's atternative tearning
programs : Ettensburg choice schoots and Ettensburg open Doors.
2. purchase yondr pouches to assist with estabtishing Morgan Middte School' as a cetlphone-free
campus
3. Hire an Engagement Speciatist that witl work in both Morgan Middte Schoot and Ettensburg High
Schoot.
4. Consuttation services for anti-buttying and anti-discrimination programming-
5. Hire a parttime StudentAssistance Professionat at Morgan Middle Schoot'
Kittitas County Profession at Services Agreement
Page 15 of 19
FXI{IBIT"8"
COMPENSATION
As full. compensation for satisfactory performance of the work, the County shal't pay the
Contractor compensation of $31 3,750'
Funds must onty be used to accompl.ish the Scope of Work as found in Exhibit A Scope of
Work.
Any uses of these funds outside of the Listed al.towabte uses must be approved by Kittitas
County in advance of the expenditure, in writing-
Att funds must be spent bV 12/31/2025. No extension of the funding period witl be granted-
Reimbu rsement Procedures
A. The Contractor shatt submit invoices for services due once a month, which shatt be
emaited to Katie Odiaga, Kittitas County Pubtic Heal,th Department, at
i( a I i I . o d i.:i g;r fg) rl c r< i t i i t,r :' . r,tl a u s.
B. A1t invoices must be submitted by the 20th day of the month fotl,owing the catendar
month in which services were delivered.
C. The Contactor must provide adequate backup documentation to support costs in
each invoice. This inctudes a general tedger from the financial accounting system
detaiting transactions and expenditure dates for attowabLe activities within the
period of performance. Payrott expenses must show emptoyee names, hourty rate,
number of hours, totat pay, and project code. Benefits can be one tine item but
shoutd inctude project code. Non-payrott expenses must inc[ude a copy of the
receipt or payment invoice. Payments to subcontractors must be listed as a
specific [ine item per subcontractor-
D. Att invoices must incl,ude invoice date and an invoice number.
E. Al,l, invoices must al.so be accompanied by an updated Contractor Spending Form,
as provided by Kittitas County, to ensure that bil,l.ing record keeping matches
County records.
F. Faiture to submit required monthl.y detiverabte reports as outlined in Exhibit A:
Scope of Work may resutt in detayed reimbursement payments or deniaI of
invoices.
G. Kittitas County is not tiabl.e for services provided unless the invoice is received on
time or prior arrangements are agreed to in Writing signed by the County.
H. ln no event shatt payments underthis agreement totat more than $313,750-
Kittitas County Professional Services Agreement
Page 16 of '19
EXHIBII]:!C:
PROOFOF INSURANCE
The contractor shatt secure and maintain in effect at att times during performance of the
Work such insurance as wiLt protect Contractor, its Support and the Additional lnsured's
from al.t ctaims, tosses, harm, costs, tiabitities, damages and expenses arising out of
personaI injury (incLuding death) or property damage that may resutt from performance of
the work or this Agreement, whether such performance is by Contractor or any of its
Support.
Alt insurance shatl be issued by companies admitted to do business in the State of
washington and have a rating of A-, class Vll or better in the most recentty pubtished
edition of Best's Reports untess otherwise approved by the County' lf an insurer is not
admitted, at[ insurance poticies and procedures for issuing the insurance poticies must
compty with Chapt er 48.15 RCW and 284-15 WAC'
The Contractor shall, provide proof of insurance for:
1) Comme.rc-ial General Liabitity lnsurance.' "o:'uu,::n::
ffi :#il::"-:iJ*
projec'l
. $t,000,000 products & compl'eted operations aggregate
.$l,0O0,00Opersonatandadvertisinginjury'eachoffense
. Certificate Hotder- Kittitas County
r The Certificate must name the County as additional insured as
defined in the Agreement
r SixtY (60) days written notice to the County of cancettation
of the insurance Pol'icY'
2) gtssGa@-' coveraff,[ilffi::"i;::il"",
. $t,ooo,ooo disease - Poticy timit
. $t,ooo,ooo disease - each emPtoyee
. ThirtV (30) days written notice to the County of cancetlation
of the insurance PoticY.
3) e-emme-rc,lalAutsmobile Liability I nsu ranee'
Kittitas County ProfessionaI Services Agreement
Page 17 oI 19
Automobite Liability for owned, non-owned, hired, and leased
vehicles, with an MCS 90 endorsement and a cA 9946 endorsement
attached if 'pol.tutants' are to be transported'
Coverage timits not less than:
. $1,000,000 combined singte limit
Thirty(30)daysWrittennoticetotheCountyofcancetlation
of the insurance Poticy.
4) wntkeJ:mpensation
in amounts required by taw.
contractor shatt furnish the county a certificate of lnsurance with Endorsement as
evidence that poticies providing insurance required by this Agreement are in futt force and
effect. Contractor hereby waives att rights of recourse, inctuding any right to which another
may be subrogated, against Kittitas County for personat injury, inctuding death' and
prop".ty damage. Contractor's insurance poticies required above shal'l be primary
insurance and shal.t be non-contributing with any other insurance maintained by Kittitas
CountY.
The Contractor shau. assume fu[ responsibiLity for al.L toss or damage from any cause
whatsoever to any tools, Contractor's employee-owned toots, machinery, equipment, or
motor vehictes owned or rented by the contractor, or the contractor's agents, supptiers or
contractors as wel.l. as to any temporary structures, scaffol'ding and protective fences'
The contractor shatt have sote responsibil,ity for ensuring the insurance coverage and
timits required are obtained by subcontractors'
NOTE: No contract shatt form untit and unless a copy of the certificate of lnsurance with
Endorsement, property completed and in the amount required, is attached hereto'
Kittitas Co u nty Professi onat Services Agreement
Page 18 of 19
I
I
EXHtBI'I "DI
REPORTING
contractor shatt provide quarterty and annuat progress reports by answering the questions
provided in this Exhibit. Ptease submit progress reports to the cterk at
heattha rtd hu m an se rrrice-s@cq, kittites.vva'-u s by the tast day of the month fottowing the quarter in
which services were detivered.
The report shalt include, at a minimum
r A narrative of project activities during the reporting period'
r A narrative of project successes during the reporting period'
o A narrative of project chattenges duringthe reporting period'
r A narrative of progress made toward the project objectives-
The County retains the right to request ctarification or additionat information of the appl'icant as
needed to assess project progress and/or appropriate use of funds.
Faiture to submit the required reports may result in deLayed reimbursement payments, deniaI of
invoices, or contract termination.
Kittitas Cou nty Profess ionat Services Agreement
Page19of19
o
Kittiia5 CauityKittitas County Public Health
Contract/Agreement Review Form
Public Health
Departrrreit
Today's Date:2t27t2025 ffi Legal Request #:11 362
Fund/Department:1/1Oth of Mental Health Tax ffi Agenda Date
Contract/Agreement Agency: Ellensburg School District (ESD)
Contract/Agreeme ntTitle: Amendment 1 to PSA between ESD and Kittitas County
End Date: 1213112026Begin Date: 0110112025
Contract/Agreement *: PHMH-01 0Total g Amount: $31 3,750.00
Contract/Agreement Sum ma rY:
1/1Oth funding to Ellensburg School district to contract with a licensed mental health care
provider to pr6vide mental health services to the students in Ellensburg School District.
Conffact/ent lnformation
B lnformation
Pass Thro lnformation
Agency to Pass Through
Amount to Pass Through Expense Code:
Sub-Contract APProved Date:
Kittitas County Prosecutor and Auditor Review and Comment:
-7-t5
3. lD-2S
DateSignatures
DateSignature of Auditor's
Revenue Code(s):105 - 560.3134000
Expense Code(s)105 - 560.54101
t/Agency is not suspended/disbarred Not Checked (reason)
,ADMIN Version:0 Supersedes: 0 Date Adopted : t2/o1l2o2a Modified By: Katie Odiaga Approval By: ChelseY Loeffers
AMENDMENT NO. 1
to the PROFESSIONAL SERVICES AGREEMENT PHMH.OO8
between Thorp school District and KITTITAS couNTY
dated 01 I 01 I 2025 - 121 31 I 2025
For
The addition of the fotl,owing statement under Exhibit B, Compensation, which
includes the fotl,owing statement:
Attowabte direct expenses include, but are not timited to, salaries, wages, benefits, direct
ctient services, promotion, outreach activities, supplies, professionat development and
training, travet, equipment, and subcontracts. At[ expenses must be necessary and directty
retated to the scope of work as outlined in Exhibit A. Contractor wil[ refer to their approved
budget document submitted through the funding request process for tine-item expenses.
Any changes or updates to the budget must be approved by Kittitas County through the
appointed contract manager in advance of the expenditure, in writin$.
Atl other terms and conditions of the agreement remain in f utt f orce and effect
lN WITNESS WHEREOF, the parties have executed this Agreement this
l9r dayor ,2025.
APPROVED:APPROVED:
BOARD OF COUNTY COMMISSIONERS
, WASHIN N
Signature of Signatory
Date:
Lau Chai
Print Name of Signatory
Gontractor's Address
PO Box 150
Thorp, WA 98946
Project Contact
Name Andrew Perkins
t,e Chairman
mm rsstonerS
Attest
terk of the rd
{ nti"Kjorsvik
! Mandy Buchhotz
Approved as to Form:
Deputy Prosecuting Attorney
County's Address
205 West Sth Ave, Suite 108
Ettensburg, WA 98926
Project Gontact
Name Kasey Knutson
Titte Human services Manager
co
Ctrun rl
1n125, 12t37 PM
Unique EntitY lD
LK6VNK859236
CAGE/NCAGE
4WJGO
SAM.gov
THORP SCHOOL DISTRICT 4OO Active Registration
Entlty lnformation
Exeiration Da:t9
Aug 19, 2025
Physical Address
1083{ N Thorp HWY
Thorp, Washington
98946-9600, United States
Mailing Address
PO Box 150
Thorp, Washington
9S946-0150, United States
Purpose of Registration
Federal Assistance Awards OnlY
Version
Current Record
BUSINESS INFORMATION
Doing Business As
{blank}
Division Name
Thorp School District
Congressional District
Washington 08
Owner
lmmediate Owner
Highest Level Owner
URL
(blank)
Division Number
(blank)
StatelCountry of
lncorporaiion
{blank), (blank)
CAGE
(blank)
{blank)
Legal Business
Name
{blank)
(blank)
Registration Dates
Activation Date
Auq21,2424
Submission Date
Aug 19,2024
lnitial Registration Date
https://sam.govlentities/viedLK6VNKBSgZ36/coreData?stalus=Active&emrKeyValue=1091349-1724065171124643
1t2
117125, 12:37 PM SAM.gov
Entity Dates
Entity Start Date
Sep l, 1938
Fiscal Year End Close Date
Aug 3'l
Executive Compensation
Registrants in the system for Award Management (sAM) respond to the Executive compensation questions in accordance
with Section 62Q2 ol P.L. 110-252, amending the Federal Funding Accountability and Transparency Act (P'L. 109-282)' This
information is not displayed in SAM. lt is sent to USAspending.gov for display in association with an eligible award"
Maintaining an active registration in SAM demonstraies the registrant responded to the questions.
SAM SEARCH AUTHORIZATION
I authorize my entity's non-sensitive information to be displayed in SAM public search results:
ffi Yes
ENTITY TYPES
Business Types
Entity Structure
Entity Type
Profit Structure
U.S. Government EntitY
US Local Government
(blank)
OrganizationFactors (blank)
Socio-Economic Types
Check the registrant's Reps & Certs, if present, under FAR
52.212-3 or FAR 52,219-1 to determine if the entity is an SBA-
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business information may be found in the SBA's Dynamic Small
Business Search if the entity completed the SBA supplemental
pages during registration.
https:l/sam.gov/entities/viedLK6VNKBSgZ36/coreData?status=Active&emrKeyvalue=1091349-'l724065171124643
ttz
a
Kittitas County Public Health
Contract/Agreement Review Form
Kittilii$ Couily
Public Health
Deptr.tmsnt
Today's Date:1UAU2024 l$lr regar Request #:lt? l-Di n
Fund/Department:lTl1/1Oth of Mental Health Tax Agenda Date:
1
Contract/
Pass
lnformation
lnformation
lnformation
Contract/Agreement Agency: Thorp School District
Contract/Agreement Title: Providing Mental Health Services to the Students at Thorp School District
End Date: 1213112425Begin Date: UlA1l2O25
Contract/Agreement *: PHM H-008TotalS Amount: $54,350.00 '/
Contra ct/Agreement 5 umma ry:
111gth funding to Thorp School district to contract with a licensed mental health care provider to
provide mental health services to the students in Thorp School District.
Kittitas County Prosecutor and Auditor Review and Comment:
TO
/-/7-ts-
5
) l,J(
Srenatftot Aud itor's Office,Date
105 - 560.3134000Revenue Code(s)
Expense Code(s)105 - 560.54101
Not Checked (reason)r'Agency is not suspended/disbarred
Agency to PassThrough
Expense Code:Amount to Pass Through
5u b-Contract Approved Date:
ADMIN Version:0 Supersedes:0 Date Adopted : a2 I or 12024 Modified By: Katie Odiaga Approval By: Chelsey Loeffers
1ftt25.12:.37 PM
Unique Entity lD
LK6VNKBS9Z36
CAGE/NCAGE
4WJGO
SAM.gov
THORP SGHOOL DISTRICT 4OO Active Registration
Entliy lnformation
Exryyiration Date
I Aug 19,2025
Physical Address
10831 N Thorp HWY
Thorp, Washington
98946-9500, United States
Mailing Address
PO Box 150
Thorp, Washington
98946-0150, United States
Purpose of Registration
Federal Assistance Awards OnlY
Version
Cunent Record
BUSINESS INFORMATION
Doing Business As
(blank)
Division Name
Thorp School District
Cong ressional District
Washington 08
Owner
lmmediate Owner
Highest Level Owner
URL
{blank)
Division Number
{blank)
State/Country of
lncorporation
(blank), (blank)
CAGE
{blank)
(blank)
Legal Business
Name
(blank)
(blank)
Registration Dates
Activation Date
Aug21,2A24
Submission Date
Aug 19,2024
lnitial Registration Date
httpsJ/sam.gov/entities/view/LK6VNKBSgZ36/coreData?stalus=Active&emrKeyvalue=1 091 349-1 724065171124643 1t2
Entity Dates
Entity Start Date
Sep l, '1938
FiscalYear End Close Date
Aug 31
Executive Compensation
Registrants in the System forAward Management (SAM) respond to the Executive Compensation questions in accordance
with Section 62A2 d P.L, 110-252, amending the Federal Funding Accountability and TransparencyAct (P.L. 109-282). This
information is not displayed in SAM. lt is sent to USAspending.gov for display in association with an eligible award.
Maintaining an active regislration in SAM demonstrates the registrant responded to the questions.
SAM SEARCH AUTHORIZATION
I authorize my entity's non-sensitive information to be displayed in SAM public search results:
S Yes
ENTITY TYPES
1nt25, 12:37 PM
, ; Oct 16,2007
SAM.gov
Business Types
Entity Structure
Entity Type
Profit Structure
U.S. Government Entity
(blank)
OrganizationFactors (blank)
Socio-Economic Types
Check the regislrant's Reps & Certs, if present, under FAR
52.212-3 or FAR 52.219-1 to determine if the entity is an SBA-
certified HUBZone small business concern, Additional small
business information may be found in the SBA's Dynamic Small
Business Search if the entity completed the SBA supplemental
pages during registration.
US Local Government
hftps://sam.govlentitieslview/LKOVNKBS9Z36/coreData?status=Active&emrKeyvalue=1091349-1724065'171124643 2t2
PROFESSIONAL SERVIC ES AGRE EMENT
Between
KITTITAS COUNry'
and
Thorp Schoot District
For
providing Mentat Heatth Services to the Students atThorp School District
This Agreement is made by and between Kittitas County (hereinafter "the County") and Thorp
Schoot District (hereinafter "Contractor"). The County and Contractor agree as follows:
r Generat Conditions
r Exhibit A (Scope of Work)
r Exhibit B (Compensation)
r Exhibit C (Proof of lnsurance)
r Exhibit D (Repofiing)
forth herein.
Thetermof thisAgreementshattcommenceon 1n/2A25andcontinueuntit1A31l2O25- Any
parry may terminate this Agreement by giving thirty (30) days' notice in writing either
personatty detivered or maiLed postage-prepaid by certified mait, return receipt requested, to
the party's [ast known address for the purposes of giving notice under this paragraph.
Contractor acknowledges and by signing this Agreement agrees that the lndemnification
provisions set forth in Paragraphs 7 {lndependent Contractor), 9 (Taxes), 15 (Defense and
lndemnity Agreement), 21 (Patent/Copyright lnfringement) and 24 (Confidential'ity), are totalty
and futty part of this Agreement and have been mutuatl.y negotiated bythe parties-
Kittitas County Professio nal Services Agreement
Page '1 of 20
copies of which are attached hereto and incorporated herein bythis reference as futty as if set
lN WITNESS WHEREOF, the parties have executed this Agreement this
4ka^yot ,2025.
APPROVED:
ANDREWPERKINS
Signature of Signatory
Date:
2_
Print Name of Signatory
Kittitas County Professiona I Se rvices Agreement
?age 2 of 2O
APPROVED:
BOARD OF COUNTY COMMISSIONERS
KITTITAS COUNry, WASH INGTON
c rman
Vice irman
of the
Approved as to Form:
Deputy Prosecuti ng AttorneY
Contractor's Address
PO Box 150
Thorp,WA 98946
Project Contact
Name Andrew Perkins
Kittitas County Profess iona I Se rvices Agreement
Page 3 of 20
Gounty's Address
205West 5thAve, Suite 108
Ettensburg, WA 98926
Prolect Contact
Name Kasey Knutson
Titte Human Services Manager
GENERAT CONDITIONS
1. $cope of Contractor's Seruices
Contractor agrees to provide to the County services an
narrative identified in Exhibit "A" during the Agreement
d any material.s set forth in the project
period. No materiat, [abor, orfacilities
witl, be furnished by the County, untess otherwise provided for in the Agreement
2. Pertomarce-ofldlark:
contractor shatL perform work in accordance with, and shatt comptywith, a[[ of the provisions
of this Agreement. Att work shatl compl.y with appticabte codes and ordinances'
3. Schedule-of Performance:
Untess directed otherwise by the County, the Contractor shalt perform the work in
accordance with any schedutes made a part of this A$reement'
4. Definitions:
4.1
4.2
4_3
,,Additional lnsured's" means the county, its successors and assigns, and
the respective directors, officerS, emptoyees, agents and representatives of
the County and its successors and assigns.
,,support" means the fol.Lowin$: contractor's directors, officers, emptoyees'
agents and representatives; and sub-Contractors of any tier; the respective
directors, officers, emptoyees, agents and representatives of these sub-
contractors of any tier; and any other person or entity acting under the
direction or controt of, or on behatf of, Contractor or any Contractor's sub-
Contractors of any tier in connection with or incident to the performance of the
Work orthis Agreement.
The ,,work" means all, of the duties tisted in Exhibit A and the performance of all
other obtigations under this Agreement by contractor or its support.
5.AsLaunfingandPaymendor*esxgaclar5s,ndqe-s-:
payment to the Contractor for services rendered under this A$reement shalt be as set forth in
Fxhibit "B". Where Exhibit "8" requires payments by the County, payment shaLt be based
upon bil.tings, supported untess otherwise provided in Exhibit "B", by documentation of units
of work actuatl.y performed and amounts earned, inctuding where appropriate, the actua[
number of days worked each month, total number of hours for the month, and the total dottar
payment requested. Unless specificatl,y stated in Exhibit "B" or approved in writing in advance
by the Kittitas County Board of Commissioners, the County wiLL not reimburse the Contractor
for any costs or expenses incurred bythe contractor in performance of this Agreement'
Where required, the County shatl, upon receipt of appropriate documentation, compensate
the Contractor, no more often than monthLy, through the County voucher system' for the
Contractor'S Service pursuant to the fee schedute set forth in Exhibit "B"'
Kittitas County ProfessionaI Services Agreement
Page 4 of 20
6. Assignment and Subcqnffacting:
No portion of this Agreement may be assigned or subcontracted to any other individuat, firm
or entity without the express and prior written approva( of the County.
The Contractor may onl.y subcontract work contempLated under this agreement if it obtains
the prior written approvaI of the County.
lf the County approves subcontracting, the Contractor shal,t maintain written procedures
retated to subcontracting, as wett as copies of alt subcontracts and records related to
subcontracts. For cause, the County in writing may require the Contractorto amend its
subcontracting procedures as they retate to this agreement, prohibit the Contractor from
subcontracting with a particutar person or entity, or require the Contractor to rescind or
amend a subcontract.
Every subcontract shaLl, bind the Subcontractor to fottow att appticabte terms of this
agreement. The Contractor is responsible to the County if the Subcontractor faiLs to
comp1y with any appticabte term or condition of this agreement. The Contractor shat[
appropriatety monitor the activities of the Subcontractor to assure fiscaI conditions of this
agreement. ln no event shatt the existence of a subcontract operate to retease or reduce
the tiabil.ity of the contractor to the county for any breach in the performance of the
Su bcontractor's duties.
Every subcontract shatL incl.ude a term that County is not tiable for ctaims or damages
arising from a Subcontractor's performance of the subcontract.
7. lndependent C-onraetot:
The contractor's services shatt be furnished bythe contractor as an independent contractor
and nothing herein contained shatt be construed to create a retationship of emptoyer-
emptoyee or master-servant, but atl payments made hereunder and atl services performed
shal.t be made and performed pursuant to this Agreement by the Contractor as an
independent Contractor.
The Contractor acknowl,edges that the entire compensation for this Agreement is specified in
Exhibit "B" and the Contractor is not entitl.ed to any County benefits inctuding, but not I'imited
to: vacation pay, hotiday pay, sick [eave pay, medicat, dental, or other inSurance benefits' or
any other rights or priviLeges afforded to Kittitas county emptoyees.
Contractor witt defend, indemnify and hotd harmtess the County, its Additional lnsured's,
officers, agents or emptoyees from any toss or expense, inctuding but not timited to
setttements, judgments, setoffs, attorneys' fees or costs incurred by reason of claims or
demands because of breach of the provisions of this paragraph'
8 . N-LG*u.a re-nlqe-olJ-mplevmelrt:
Kittitas County Professional Services Agreemeni
Page 5 of 20
The performance of att or part of this Agreement by the Contractor shat[ not operate to vest
any emptoyment rights whatsoever and shatt not be deemed to guarantee any emptoyment of
the contractor or any empLoyee of the contractor or any sub-contractor or any employee of
any sub-Contractor bythe County at the present time or in the future.
9. Taxes:
The contractor understands and acknowledges that the county wiLt not withhotd FederaI or
State income taxes. Where required by State or Federal, taw, the Contractor authorizes the
County to make withholding for any taxes other than income taxes (i.e. Medicare). Att
compensation received by the Contractor witl be reported to the lnternat Revenue Seruice at
the end of the catendar year in accordance with the applicabte IRS regutations. lt is the
responsibitity of the Contractor to make the necessary estimated tax payments throughout
the year, if any, and the Contractor is sotety l.iabte for any tax obtigation arising from the
Contractor's performance of this Agreement. The Contractor hereby agrees to indemnify the
County against any demand to pay taxes arisingfrom the Contraclor's failure to pay taxes on
compensation earned pursuant to this Agreement.
The Counry wi6 pay sates and use taxes imposed on goods or services acquired hereunder as
required by taw. The Contractor must pay al.l. other taxes inctuding, but not [imited to:
Business and occupation Tax, taxes based on the contractor's gross or net income, or
personaL properry to which the County does not hotd titte. The County is exempt f rom Federal
Excise Tax.
1 o. Begulatiaas .andfaeuile.mert:
This Agreement shal.l be subject to a[l taws, rutes and regutations of the United states of
America, and State of Washington, and pol.iticat subdivisions of the State of Washington, and
to any other provisions set forth herein or in the attached exhibits.
11. Righ_tjs3eyjew:
This contract is subject to review by any Federat or State auditor. The County or its designee
shatt have the right to review and monitor the financiaL and service components of this
program by whatever means are deemed expedient by the County' Such review may occur
with orwithout notice, and may inctude, but is not limited to, on-site inspection by county
agents or emptoyees, inspection of atl records or other materiats which the County deems
pertinent to the Agreement and its performance, and any and alt communications with or
evatuation by service recipients under this Agreement. The Contractor shatl preserve and
maintain attfinanciaI records and records retatingto the performance of work underthis
Agreement for 6 years after contract termination, and shalt make them availabte for such
review, within Kittitas County, State of Washinglon, upon request'
12. |4-adifisatio"ns:
12.1 Either party may request changes in the Agreement. Any and att agreed
modifications shatt be in writing, signed by each of the parties.
l(itiitas Cou nty Professio naI Se rvices Agreenrent
Page 6 of 20
12.2 The County may, at any time, by written notice thereof to Contractor ("Change
Notice") makes changes in the workwithin the generaI scope of this
Agreement, inctuding, but not Limited to: (a) changes in, revisions to,
substitutions for, additions to or del.etions of anyWork; (b) changes in
schedute; and (c) acceteration, deceteration or suspension of performance of
anYWork.
12.3 lf any change in the Work causes an increase or decrease on Contractor'S cost
of, or the time required for, performance of the Work, an equitable adjustment
in the compensation to Contractor and in the schedute forthe performance of
the work shatt be made to reftect such an increase or decrease.
12.4
12.5
Notwithstanding any dispute or del.ay in arriving at a mutualty acceptabte
equitabte adjustment, Contractor shal,l, proceed in accordance with alL Change
Notices. The Contractor must, within thirty (30) days after receipt of any
Change Notice that does not set forth any acceptabLe adjustment, submit to
the County a written statement setting forth any adjustment ctaimed'
lf any change resutts in a decrease in the Work performed, Contractor shatl' be
entitted to compensation associated with changing the Work, such as revising
design already compteted, revising catcutations al.ready performed, and
revising documents.
1 3. TsminatlonlorDefer.Ltl:
lf the contractor defautts by faiting to perform any of the obtigations of the Agreement or
becomes insotvent or is decLared bankrupt or commits any act of bankruptcy or insolvency or
makes an assignment for the benefit of creditors, the County may, by depositing written
notice to the contractor in the u.s. mait, postage prepaid, terminate the Agreement, and at
the County's option, obtain performance of the work etsewhere. lf the Agreement is
terminated for defaul.t, the contractor shall, not be entitled to receive any further payments
under the Agreement untiL al.t work catl,ed for has been futty performed. Any extra cost or
damage to the County resulting from such defautt(s) shatl be deducted from any money due
or coming due to the Contractor. The Contractor shatt bear any extra expenses incurred by
the county in compteting the work, and al.t damage sustained, orwhich may be sustained by
the County by reason of such defautt.
lf a notice of termination for defaul.t has been issued and it is tater determined for any reason
that the Contractor was not in default, the rights and obtigations of the parties shatl be the
same as if the notice of termination had been issued pursuant to the Termination for Pubtic
Convenience paragraPh hereof-
1 4. T-ermlnationlor-Pu b[-c-Qsnuenjeiree
Kittitas County Professionat Services Agreeme nt
PageT ot 2a
The County may terminate the Agreement in whote or in part whenever the County
determines, in its sole discretion that such termination is in the best interests of the County'
Whenever the Agreement is terminated in accordance with this paragraph, the Contractor
shall. be entitted to payment for actuat work performed at unit contract prices for compteted
items of work. ln the event of such termination, an equitabl,e adjustment shall be made in the
com pensation payabie to contractor.
An equitabLe adjustment in the contract price for partial,ty compteted items of workwitt be
made, but such adjustment shatl. not inctude provision for loss of anticipated profit on
detetedoruncompl.etedwork. TerminationofthisAgreementbytheCountyatanytime
duringthe term, whether for defautt or convenience, shat[ not constitute a breach of contract
bythe CountY.
15.Defense&l@:
The Contractor agrees to and shaLl defend, indemnify and hotd harmtess the County, its
Additionat lnsured'S, appointed and etective officers, agents and emptoyees, flom and
against att l"oss or expense, inctuding but not timited to judgments, setttements, attorney's
fees and costs by reason of any and alt ctaims and demands upon the County, its Additional
lnsured'S, its elected or appointed officiats, agents, or emptoyees fOr damages because of
personal or bodil.y injury, incl,uding death at any time resulting therefrom, sustained by any
person or persons and on account of damage to property inctuding loss of use thereof'
whether such injury to persons or damage to property is due to the negligence of the
Contractor, its sub-Contractors, its etected officers, emptoyees or their agents, except on[y
such injury or damage as shalt have been occasioned by the soLe negtigence of the County, its
Additionat lnsured's, appointed or elected officiats, agents, or emptoyees' lt is further
provided that no tiabitity shal.l. attach to the county by reason of entering into this contract'
except as expressty provided herein.
1 6. hdu-etri at I nsJrenec-1&aiver:
With respect to the performance of this Agreement and as to ctaims against the County, its
Additionat lnSured'S, officers, agents and emptoyees, the Contractor expressty waives its
immunity underTitle 51 of the Revised Code of Washin$ton, the lndustriat lnsurance Act' for
injuries to its empLoyees and agrees that the obtigations to indemnify, defend and hotd
harmless provided in this agreement extend to any cl,aim brought by or on behatf of any
emp1oyee of the Contractor.Thiswaiveris mutual.l.ynegotiated bythe partiestothis
Agreement.
1 7. Vsnueand. Choiqe of Law:
ln the event that any titigation shoul.d arise concerning the construction or interpretation of
any of the terms of this Agreement, the venue of such action of titigation shatt be in the
Superior Court of the State of Washington in and for the County of Kittitas. This Agreement
shatt be governed by the taw of the State of Washington '
Kittitas County Professionat Services Agreement
Page B of 20
1 B. WithhelditrgPaymenJ:
ln the event the Contractor has faited to perform any obtigation to be performed bythe
Contractor under this Agreement within the time set forth in this Agreement, then the County
may, upon written notice, withhol.d atl, monies due and payabte to contractor, without
penalty, until. such faiture to perform is cured or otherwise adjudicated.
19. Futwe Nqn-Altocation of Funds:
lf sufficient funds are not appropriated or atLocated for payment under this Agreement for any
future fiscat period, the County witl. not be obtigated to make payments for services or
amounts incurred afterthe end of the current fiscat period. No penalty or expense shall
accrue to the County in the event this provision appLies.
20. Qsnuaclff -C-ommitm-e nts-Ulaffantiqffind3Eplcse-ntatians:
The Contractor represents and warrants to the County as foltows:
2A.1 The Contractor is dul.y incorporated, vaLidl.y existing and in good standing
under the Laws of the State of Washington and has atl, requisite corporate
power and authority to enter into and to perform its obl,igations under this
Agreement.
20.2 The Contractor has the authority to execute this Agreement, to make the
representations and warranties set forth in it and to perform the obl'igations
of the Contractor under this Agreement in accordance with its terms.
20.3 This Agreement has been vaiidty executed by an authorized representative
of the Contractor and constitutes a vaLid and l,egaLty binding and
enforceable obligation of Contractor.
2A.4 The Contractor has or witl. obtain prior to the commencement date such
licenses, permits and other authorizations from federat, state and other
govetnmental authorities, as are necessary for the performance of its
obl.igations under this Agreement.
20.5 The Contractor is not in viotation of any appticabte [aw, ordinance or
reguLation the consequence of which wil,t or may materiatty affect
Contractor's ability to perform its obl.igations under this Agreement. The
Contractor is not subject to any order or judgment of any court, tribunal or
governmental, agency which materiatly and adversety affects its operations
or assets in the State of Washington, or its abitity to perform its obtigations
under this Agreement.
20.6 None of the representations or warranties in this Agreement, and none of
the documents, statements, certificates or schedutes furnished or to be
furnished by Contractor pursuant hereto or in connection with the
performance of the obtigations contemptated under this Agreement,
contains or wiI contain any untrue statement of a materiat fact or omits or
witt omit to state a materia[ fact necessary to make the statements of fact
contained therein not misteading'
Kiititas County ProfessionaI Services Agreement
Page I of 20
21.Pate@;
contractorwiLt defend and indemnify the countyfrom any cLaimed action, cause or demand
brought against the County; to the extent such action is based on the ctaim that information
supptied by the Contractor infringes any patent or copyright. The Contractor wil'l' pay those
costs and damages attributabl"e to any such ctaims that are finatty awarded against the
County in any action. Such defense and payments are conditioned upon the foltowing:
21 .1 Contractor shatt be notified promptLy in writing by County of any notice of such
claim-
21.2 Contractor shatt have the right, hereunder, at its option and expense, to obtain
for the County the right to continue usin$ the information, in the event such
cLaim of infringement is made, provided no reduction in performance or loss
resutts to the CountY.
22. Disputgs:
22.1 Geaeral
Differences between the Contractor and the County, arising under and by
virtue of the Agreement Documents shaLt be brought to the attention of the
County at the eartiest possibte time in order that such matters may be Settted,
or other appropriate action promptl.y taken. Except for such objections as are
made of record in the manner hereinafter specified and within the time timits
stated, the records, orders, instructions, and decisions of the Kittitas County
Commissioners shal.l' be finat and conctusive.
22.2 l{otiee.otgole$ie-l*Qlain$
The Contractor shal.t not be entitted to additionat compensation which
otherwise may be payabte, or to extension of time for (1) any act or faiture to act
by the county, or {2) the happening of any event or occurrence, untess the
contractor has given the county a written Notice of Potentiat ctaim within ten
(10) days of the commencement of the act, faiture, or event giving rise to the
ctaim, and before fina[ payment by the Counry. The written Notice of Potentiat
C[aim shal.t set forth the reasons for which the Contractor betieves additionat
compensation orextension of time is due, the nature of the cost invotved, and
insofar as possibte, the amount of the potential ctaim. Contractor shatt keep
ful.i and compl.ete daity records of the work performed, tabor and material
used, and atl. costs and additional, time cLaimed to be additional'.
22.3 .Detailed-ataim
The contractor shatt not be entitted to cl,aim any such additionat
compensation, or extension of time, unless within thirty (30) days of the
compl,etion of the portion of the work from which the ctaim arose, and before
finat payment by the County, the Contractor has given the County a detail'ed
written statement of each e[ement of cost or other compensation requested
Kittitas County Professional Services Agreement
Page 10 of 20
and of al.t el"ements of additionat time required, and copies of any supporting
documents evidencing the amount or eKension of time cLaimed to be due'
23. Ownership of ltems Prod :
ALl, writings, programs, data, pubtic records or other material's prepared by the Contractor
and/or its consuttants or sub-Contractors, in connection with the performance of this
Agreement shal.L be the sote and absotute property of the county.
24. Confidentiatity:
The Contractor, its emptoyees, sub-Contractors, and their empl'oyees shatt maintain the
confidential.ity of att information provided by the County or acquired by the Contractor in
performance of this Agreement, except upon the prior written consent otthe Kittitas County
prosecuting Attorney or an order entered by a court after having acquired jurisdiction over the
county. contractor shau. immediatety give to the county notice of any judiciat proceedings
seeking disctosure of such information. Contractor shal,t indemnify and hotd harmless the
County, its AdditionaI lnsured's, officials, agents or emptoyees from atl loss or expense,
incLuding, but not timited to Setttements, judgments, setoffs, attorneys'fees and costs
resuLtingfrom Contractor's breach of this provision.
To the extent that any information obtained by the contractor is required to be shared with or
provided to others by the terms of the statement of the work, this provision is not breached
by such acts.
25. Notice:
Except as Set fofth el.sewhere in the Agreement, for att purposes under this Agreement'
except service of process, notice shaLl. be given bythe contractorto the department head of
the department for whom services are rendered, and to the Kittitas County Commissioners,
205 W Sth Ave, Suite 1 08, ELtensburg, WA 98926. Notice to the Contractor for atl purposes
underthis Agreement shall. be given to the address reftected on the signature page' Notice
may be given by detivery or by depositing in the U.S' Mait, first ctass, postage prepaid'
26. Ssveraiitity:
lf any term or condition of this Agreement or the application thereof to any person(s) or
circumstances is hetd inval.id, such invatidity shaLt not affect otherterms, conditions or
apptications which can be given effect without the invatid term, condition or appLication' To
this end, the terms and conditions of this Agreement are declared severabte-
Miscella-reeus:
27 .1 The County's failure or detay to insist upon strict performance of any of the
provisions of this Agreement or to exercise any rights or remedies under this
Agreement shal.t not be construed as a waiver or reLinquishment to any extent
of its right to assert or rely upon any such provisions, rights or remedies in that
or any other instance; rather the Same shatt be and remain in fult force and
effect.
Kittitas County Professional Services Agreement
Page 11 of20
27
27.2
27.3
27.4
This Agreement embodies the entire Agreement between the County and
Contractor, and supersedes any and at[ prior agreements, regarding the Work.
No change, amendment or modification of any provisions of this Agreement
shaLt be vatid untess set forth in a written instrument signed by the pafty to be
bound thereby.
The rights and remedies of the County set fofth in any provision of this
Agreement are in addition to and do not in any way timit any other rights of
remedies afforded to the County by any other provisions of this Agreement, by
any of Contractor's Supporl or by [aw.
The headings of sections and paragraphs of this Agreement are for
convenience of reference onty and are not intended to restrict, affect or be of
any weight in the interpretation or construction of the provisions of such
sections or paragraphs.
28. Waiver:
Waiver of any breach or condition of this Agreement shall not be deemed a waiver of any prior
or subsequent breach. No terms or conditions of this Agreement shal.t be hetd to be waived,
modified or deleted except by an instrument, in writing, signed by the parlies hereto.
29. Suwival:
Theprovisionsof paragraphs7,9,11,13,14,15, 16, 17,18,19,2A,21,22,23,24,28,30,and
31,32 shal[ survive, notwithstanding the termination or inval.idity of this Agreement for any
reason^
30. hts_ndisslimlmlisn:
30.1 The County is an equaI opportunity emptoyer
30.2 lrlond i sc ri m i n ati oninEm ptoym eff
ln the performance of this Agreement, the Contractorwitl not discriminate
against any emptoyee or appticant for emptoyment on the grounds of race,
creed, cotor, nationat origin, sex, sexuat orientation, marital status, age or
the presence of any sensory, mentat or physical, handicap; provided that
the prohibition against discrimination in emptoyment because of
handicap shalt not apply if the particu[ar disabitity prevents the proper
performance of the particular worker involved. The Contractor shatl ensure
that appLicants are emptoyed, and that employees are treated during
emptoyment without discrimination because of their race, creed, cotor,
nationaI origin, sex, sexuaI orientation, maritaI status, age or the presence of
any sensory, mentat or physical handicap. Such action shat[ include, but not
be timited to: employment, upgrading, demotion or transfers, recruitment or
recruitment advertising, layoff or termination, rates of pay or other forms of
compensation, and programs for training inctuding apprenticeships. The
Contractor shatl take such action with respect to this Agreement as may be
Kittitas County ProfessionaI Services Agreement
Page 12 ot 20
30.3
30.4
required to ensure futl, comptiance with locat, state and federat laws
prohibiting discrimination 1n emptoyment-
Nondiscri.mination in Seruices
The Contractor witt not discriminate against any recipient of any services or
benefits provided for in this Agreement on the grounds of race, creed, color,
nationat origin, sex, SexuaI orientation, maritaI status, age or the presence of
any sensory, mentaI or physicaL handicap.
lf any assignment and/or subcontracting has been authorized by the county,
said assignment or subcontract shatl' inctude appropriate safeguards against
discrimination. The Contractor shatt take such action as may be required to
ensure fuLl. compLiance with the provisions in the immediatety preceding
paragraphs herein.
31. Preyailingldagc:
The contractor shalL pay the prevaiting rate of wages to att workers, laborers, or mechanics
empLoyed in the performance of any part of the work in accordance with RCW 39'1 2 and
the rules and reguLations of the Department of Labor and lndustries. The schedute of
prevaiLing wages rates for the tocality or tocatities of the Work is determined by the
tndustrial Statistician of the Department of Labor and lndustries- lt is the Contractor's
responsibitity to verify the appLicabte prevailing wage rate. lt is understood that the
contractor is responsibl.e for obtaining and compteting att required government forms and
submitting same to the proper authorities.
Disputes regarding prevaiting wage rates shal.l, be referred for arbitration to the Director of
the Department of Labor and lndustries. The arbitration decision shatl be finat and
conclusive and binding on att parties invotved in the dispute as provided for by RCW
39.12.060.
3 2. Debalsr-entcertificaris n :
The Contractor certifies that it:
32.1 ls not presentty debarred, suspended, proposed for debarment, declared
inetigibte or votuntarity exctuded from covered transactions by any Federal
dePartment or agencY.
Z2.Z Has not within a three-year period preceding the execution of this contract
with Kittitas county, been convicted of or had a civil' judgment rendered
against them for commission of fraud or a criminat offense in connection
with obtaining, attemptingto obtain, or performing a pubLic or private
agreement or transaction, violation of Federat or State antitrust statutes or
commission of embezztement, theft, forgery, bribery, falsification or
destruction of records, making fatse statements, tax evasion, receiving
stoten property, making fatse cl.aims, or obstruction of justice'
Kittitas County ProfessionaI Services Agreement
Page 13 of 20
g2.B ts not presentty indicted for or otherwise criminatty or civil.ty charged by a
governmentaL entity (Federal, state, or tocaL)with commission of any of the
offenses enumerated in paragraphS2.2of this section'
32.4 Has not within a three-year period preceding the preceding the execution of
this contract with Kittitas County had one or more pubtic transactions
(Federat, State, or tocal,)terminated for cause of default.
Kittitas Couniy ProfessionaI Se rvices Agreement
Page 14 ot 20
EXHIBIT..A"
SCOPE OF WORK
ln addition to providing atL materiat and [abor, the Contractor shat[ perform the fottowing
activities:
lmp(ement a dedicated summer program for the students in Thorp School District focused on
mentat heatth seruices and substance use prevention with activities inctuding: I'ife skiLts
devetopment, heatthy eating workshops, outdoor physical. fitness activities, art-based
therapy, mentaI heatth education, and substance use prevention workshops.
Kittitas County Professional Services Agreement
Page 15 of 20
FXHIBIT"B"
COMPENSATION
As futt compensation for satisfactory performance of the work, the County shatt pay the
Contractor compensation of $54,350.
Funds must onty be used to accompl,ish the Scope of Work as found in Exhibit A Scope of
Work.
Any uses of these funds outside of the Listed attowabte uses must be approved by Kittitas
County in advance of the expenditure, in writing.
Att funding is based on locat tax and fee revenue. lf l,ocat economic conditions resu[t in
insufficient funds to compensate at the stated levels, the County reserves the right to
renegotiate funding amounts to remain within avaitabte revenue batances. The Countywitt
notify the Contractor immediatety if financiat forecasting or actuals indicate such a
circumstance.
Att funds must be spent by 12/3112025. No extension of the funding period witt be granted.
Reimbu rsement Proced ures
A. The Contractor shatl. submit invoices for services due once a month, which shatt be
emaited to Katie Odiaga, Kittitas County Pubtic Heatth Department, at
l. .l : i,l .._.'iJ i.rSa t._- C,l . 1., r i I | :.r'r'',. I. r. ".
B. Attinvoicesmustbesubmittedbythe20thdayofthemonthfottowingthecatendar
month in which services were detivered.
C. The Contactor must provide adequate backup documentation to support costs in
each invoice. This inctudes a general, tedger from the financiaI accounting system
detaiting transactions and expenditure dates for atLowabl,e activities within the
period of performance. Payrotl expenses must show employee names, hourty rate,
number of hours, total pay, and project code. Benefits can be one line item but
shoutd incl.ude project code. Non-payroll expenses must inc[ude a copy of the
receipt or payment invoice. Payments to subcontractors must be listed as a
specific [ine item per subcontractor.
D. ALt invoices must inctude invoice date and an invoice number.
E. Att invoices must also be accompanied by an updated Contractor Spending Form,
as provided by Kittitas County, to ensure that bitl,ing record keeping matches
County records.
F. Faiture to submit required monthty del.iverabte reports as outtined in Exhibit A:
Scope of Work may resutt in detayed reimbursement payments or denial of
invoices.
Kittitas Cou nty Professio nal Services Agreement
Page16of20
G. Kittitas County is not l,iabte for services provided unless the invoice is received on
time or prior arrangements are agreed to in writin€ signed bythe County.
H. ln no event shatt payments under this agreement total' more than $S4,g5O'
Kittitas Cou nty Professionat Services Agreement
Page 17 ot 20
EXHIBIT"C"
PROOFOF INSURANCE
The contractor shal,l, secure and maintain in effect at al.l. times during performance of the
Work such insurance as witt protect Contractor, its Support and the Additionat lnsured's
from att ctaims, losses, harm, costs, Liabil.ities, damages and expenseS arising out of
personal injury (inctuding death) or property damage that may resutt from performance of
the work or this Agreement, whether such performance is by contractor or any of its
Support.
Att insurance shatt be issued by companies admitted to do business in the State of
Washington and have a rating of A-, Ctass Vll or better in the most recentty publ'ished
edition of Best's Reports unless otherwise approved by the County' lf an insurer is not
admitted, att insurance poticies and procedures for issuing the insurance poticies must
compl,y with Chapter 48.15 RCW and 284-15 WAC.
The Contractor shal.t provide proof of insurance for:
1 ) eomm-ereialGeneralllabililvjmuralec'' coveraff
,[ffi#1,1,"'=iilll';nce per project
r $2,000,000 generaI aggregate
. $t,000,000 products & compl'eted operations aggregate
.
".,i,,,
JJ;''lli3l?:iiffi:';:i-adve
rti si n g i nj u ry' e ac h orren se
. The Certificate must name the County as additional insured as
defined in the Agreement
. Sixty (60) days written notice to the county of cancettation
of the insurance PolicY.
2) $tsp GaB/Emptqyers Liabitity.
' Coverage timits not tess than:
. $t,ooo,ooo each accident
. $t,000,000 disease - PoticY I'imit
. $t,000,000 disease - each emP[oYee
. ThirtY (30) days written notice to the County of canceltation
of the insurance Pol'icY.
3) oorn nrar-c-i at Automobite L-iability-lnsutanee'
Kittitas County ProfessionaL Services Agreement
Page18of20
I
I
Automobite Liabitity for owned, non-owned, hired, and [eased
vehictes, with an MCS 90 endorsement and a cA 9946 endorsement
attached if 'potl.utants'are to be transported'
Coverage [imits not tess than:
. $t,000,000 combined singte timit
Thirty (30)days written notice to the County of cancetlation
of the insurance Pol'icY.
4l Workers' Compensation.r Workers'Compensation in amounts required by I'aw
Contractor shatt furnish the Counh/ a Certificate of lnsurance with Endorsement as
evidence that poticies providing insurance required by this Agreement are in futt force and
effect. Contractor hereby waives att rights of recourse' including any right to which another
may be subrogated, against Kittitas County for personal injury, incl'uding death, and
property damage. Contractor's insurance poticies required above sha[t be primary
insurance and shaL be non-contributing with any other insurance maintained by Kittitas
County.
The Contractor shatt assume futl responsibil,ity for att [oss or damage from any cause
whatsoever to any tools, contractor's employee-owned tooLs, machinery, equipment, or
motor vehiCtes owned or rented by the Contractor, or the COntraCtor's agents, suppliers or
Contractors as we[[ as to any temporary structures, scaffotding and protective fences'
The contractor shatt have sote responsibil.ity for ensuring the insurance coverage and
timits required are obtained by subcontractors'
NOTE: No contract shall. fOrm untit and untess a copy of the certificate of lnsurance with
Endorsement, property compl.eted and in the amount required, is attached hereto'
Kittitas County Professionat Services Agreement
Page 19 of 20
EXHIBIT'D"
REPORTING
Contractor sha[L provide quarterty and annuat progress reports by answering the questions
provided in this Exhibit. PLease submit progress reports to the cterk at
heattha1dhrl.nralse-rvlceg@c-g,kittjtas.riva.lts bythe I'ast dayof the month foltowingthe
quarter in which seruices were delivered'
The report shatl. inctude, at a minimum:
r A narrative of project activities during the reporting period, incl"uding the
activities outtined in Exhibit A Statement of Work'
oAnarrativeofprojectsuccessesduringthereportingperiod.
rAnarrativeofprojectchatl'engesduringthereportingperiod'
o A narrative of progress made toward the project objectives'
The County retains the right to request ctarification or additionat information of the
appticant as needed to assess project progress andlor appropriate use of funds'
Fail^ure to submit the required reports may resul,t in detayed reimbursement payments'
deniat of invoices, or contract termination'
Kittitas County Professionat Services Agreement
Page2A ot 20
a
Kittitas County Public Health
Contract/Agreement Review Form
Kittitas County
Public Flealth
Depsrt!n!rl
Today's Date:2t27t2025 m Legal Request f,11 362
Fund/Department 1/1Oth of Mental Health fax ffi Agenda Date:
Contract/ment lnformation
lnformation
Contract/Agreement Agency: Thorp School District
Contract/Agreement Title: Amendment 1 to PSA between Thorp School District and Kittitas County
End Date: 1213112025Begin Date: 0110112025
Contract/Agreement *: PH M H-008Total S Amount: $54,350.00
Contract/Agreement Sum m a ry:
1/1gth funding to Thorp School district to contract with a licensed mental health care provider to
provide mental health services to the students in Thorp School District.
Kittitas County Prosecutor and Auditor Review and Comment:
TO
3^7-a)-
Signatu
5
Date
3.ro':.s
Signatu re of Auditor'sbifice Date
105 - 560.3134000Revenue Code(s)
105 - 560.54101Expense Code(s)
Not Checked (reason)r'Agency is not suspended/disbarred
Agency to Pass Through
Expense CodeAmount to Pass Through
Sub-Contract Approved Date:
Pass Th lnformation
ADMIN Version: 0 Supersedes: o I oate Adopted: 72lo{2a24 Modified By: Katie Odiaga Approval By: Chelsey Loeffers
AMENDMENT NO.1
to the PROFESSIONAL SERVICES AGREEMENT PHMH.OO2
between Gomprehensive Healthcare and KITTITAS COUNTY
dated 01 I 01 I 2025 - 12131 12026
For
The addition of the following statement under Exhibit B, Gompensation, which
includes the fotlowing statement:
Attowabte direct expenses include, but are not timited to, sataries, wages, benefits, direct
ctient services, promotion, outreach activities, supplies, professionaI devetopment and
training, travet, equipment, and subcontracts. At[ expenses must be necessary and directty
retated to the scope of work as outtined in Exhibit A. Contractor witt refer to their approved
budget document submitted through the funding request process for [ine-item expenses.
Any changes or updates to the budget must be approved by Kittitas County through the
appointed contract manager in advance of the expenditure, in writin$.
Att other terms and conditions of the agreement remain in futt force and effect.
lN WITNESS WHEREOF, the parties have executed this Agreement this
1 st- day of ,2025
APPROVED:APPROVED:
BOARD OF COUNTY COMMISSIONERS
KITTITAS N
of Signatory Laura adacz, C
Date
atu
Print Name of Signatory
Contractor's Address
PO Box 959
Yakima, WA 98907
Project Contact
Name GregAubot
t,Chairman
t
hs h, Commiss ioner
est
,F
Approved as to Form:
rk of the Bo
Jutie Kjorsvik
Mandy Buchhotz
Deputy Prosec uti ng Attorney
County's Address
205 West 5'h Ave, Suite 108
El.tensburg, WA 98926
Project Contact
Name Kasey Knutson
Titte Human services Manager
c0t
r{
7
-s.tAL
t)'
1n125,12:32 PM
Unique Entity lD
VMKlAJRWN5M5
CAGE/NCAGE
45KM8
SAM-gov
COMPREHENSIVE H EALTHCARE Active Regisiration
Entityr lnformation
Expiration Date
' Apt11,2o25
Physical Address
402 S 4TH AVE
Yakima, Washington
98902-3546, United States
Mailing Address
P.O. Box 959
Yakima, Washington
98907-0959, United States
Purpose of Registration
All Awards
Version
Current Record
BIJSINESS INFORMATION
Doing Business As
{blank)
Division Name
Com prehensive H ealthcare
Congressional Districi
Washington 04
URL
(blank)
Division Number
{blank)
StatelCountry of
lncorporation
Washington, United States
Legal Business
Name
(blank)
(blank)
Registration Dates
Activation Date
Apr 15,2024
Submission Date
Apr '|.1 ,2024
lnitial Registration Date
Owner
lmmediate Owner
Highest Level Owner
CAGE
(blank)
(blank)
httpsJ/sam.gov/entitieslviewA/MK1AJRWN5M5/coreData?stalus=Active&emrKeyValue=1383522-1712851242216827 1t2
'1ft125, 12:32PM
Sep 27, 2005
SAM.gov
Entity Dates
Entity Start Date
Oct 13, 1978
Fiscal Year End Close Date
Jun 30
Executive Compensation
Registrants in the System for Award Management (SAM) respond to.the Executive Compensation questions in accordance
with Section 6202 of P.L. 110-252, amending the Federal Funding Accountability and Transparency Act (P.L. 109-282). This
information is not displayed in SAM. lt is sent to USAspending.gov for display in association with an eligible award'
Maintaining an active registralion in SAM demonstrates the registrant responded to lhe questions.
SAM SEARCH AUTHORIZATION
I authorize my entity's non-sensitive information to be displayed in SAM public search results:
,$Yes
ENTITY TYPES
https://sam.gov/entities/viewNMKl AJRWNSMs/coreData?status=Active&emrKeyValue=1 383522-1712851242216827 2t2
a
Kittitas County Public Health
Contract/Agreement Review Form
Kittita5 Co!nty
Public Health
Department
Today's Date 12104t2024 ffi Legal Request #:\I LiJI ,
Fund/Department 1i1Oth of Mental Health faxffi Agenda Date
I
Contract/ent Information
Budget lnformation
Pass Throu Information
Co ntract/Agreement Agency: Comprehensive Healthcare
Contract/Agreement Title: KVH Crisis Case Manager program Expansion
Begin Date: 0110112025 End Date: 1213112026
Total S Amount: $416,003.52 Contract/Agreement r: P H M H-002
1/1Oth of 1o/o Mental Health and Chemical Dependency Tax funding award to Comprehensive
Healthcare to expand the Crisis Care Manager Program hours at KVH.
Contract/Agreement Summary:
Kittitas County Prosecutor and Auditor Review and Comment:
APPROVED AS TO FORM:
/-//'af,
Signatuie"of P/osecutol.s office /
Aw,t/r*rt-nrs
Date
/"17 2r
Signature of Auditor's Otfice Date
Revenue Code(s)105 - 560.3134000
Expense Code(s)105 - 560.54101
Agency is not suspended/disbarred 0u*f] ruot Checked (reason)
Agency to Pass Through
Amount to Pass Through Expense Code
Sub-Contract Approved Date
ADMIN Version:0 Supersedes:0 Date Adopted : t2/ 07/202a Modified By: Katie Odiaga Approval By: Chelsey Loeffers
117125, 12:32PM SAM.gov
COMPREHENSIVE HEALTHCARE Active Registration
Entity lnformation
Expiration Date
Apr 11,2025
Unique Entity lD
VMKlAJRWN5M5
CAGE/NCAGE
45KM8
PhysicalAddress
402 S 4TH AVE
Yakima, Washington
98902-3546, United States
Mailing Address
P.O. Box 959
Yakima, Washington
98907-0959, United States
Purpose of Registration
All Awards
Version
Current Record
BUSINESS INFORMATION
Doing Business As
(blank)
Division Name
Com prehensive Healthcare
Congressional District
Washington 04
URL
(blank)
Division Number
(blank)
State/Country of
lncorporation
Washington, United States
Owner CAGE
(blank)
(blank)
Legal Business
Name
lmmediate Owner (blank)
Highest Level Owner (blank)
Registration Dates
Activation Date
Apr 15,2024
Submission Date
Apr 11,2024
lnitial Registration Date
https://sam.gov/entities/viewA/MKl AJRWN5MsicoreData?status=Active&emrKeyvalue=1383522-1712851242216827 112
117125,12:32 PM
Sep 27, 2005
SAM.gov
Entity Dates
Entity Start Date
Oct 13, 1978
FiscalYear End Close Date
Jun 30
Executive Cornpensation
Registrants in the System for Award Management (SAM) respond to.the Executive Compensation questions in accordance
with Section 6202of P.L.110-252, amending the Federal Funding Accountability and TransparencyAct (P.L. 109-282). This
information is not displayed in SAM. lt is sent to USAspending.gov for display in association with an eligible award.
Maintaining an active registration in SAM demonstrates the registrant responded to lhe questions.
SAM SEARCH AUTHORIZATION
I authorize my entity's non-sensitive information to be displayed in SAM public search results
illYes
ENTiTY TYPES
https://sam.govientities/viewA/MK1AJRWN5M5/coreData?status=Active&emrKeyvalue=1 383522-1712851242216827 212
PROFESSIONAL SERVICES AGREEM ENT
Between
KITTITASCOUNTY
and
Comprehensive Heatthcare
For
Kittitas Vattey Healthcare Crisis Case Manager Program Expansion
This Agreement is made by and between Kittitas County (hereinafter "the County") and
Comprehensive Heatthcare (hereinafter "Contractor"). The County and Contractor agree as
fottows:
o Generat Conditions
o Exhibit A (Scope of Work)
r Exhibit B (Compensation)
r Exhibit C (Proof of lnsurance)
o Exhibit D (Reporting)
copies of which are attached hereto and incorporated herein by this reference as futly as if set
forth herein.
The term of this Agreement shatl commence on 1/112025 and continue until 12/31/2O26. Any
party may terminate this Agreement by giving thifty (30) days' notice in writing either
personattydelivered or mailed postage-prepaid bycertified mai[, return receipt requested, to
the party's [ast known address for the purposes of giving notice under this paragraph.
Contractor acknowtedges and by signingthis Agreement agrees that the lndemnification
provisions set forth in Paragraphs 7 (lndependent Contractor), 9 (Taxes), 15 (Defense and
lndemnity Agreement), 21 (Patent/Copyright lnfringement) and 24 (Confidentiatity), are totatly
and futty part of this Agreement and have been mutuatty negotiated by the parties.
Kittitas County ProfessionaI Services Agreement
Page 'l of 20
1N WITNESS WH EREOF, the parties have executed this Agreement this
LIU auv ot Ccbrvn*t ,2025.
0
APPROVED:APPROVED:
JodiDaty, CEO
Comprehensive Healthcare
s of Signatory
"q. 76
Jo a; r,u Not-r
Print Name of Signatory
Kittitas County Professional. Services Agreement
Page 2ot 20
BOARD OF COUNry COMMISSIONERS
KITTITAS COU NTY, WASH I N GTON
e Cha rman
Comm oner
Board
Approved as to Form:
Deputy Prosecuting Attorney
Gontractor's Address
P.O. Box 959
Yakima, WA 98907
Project Contact
Name GregAubot
Kittitas County Professionat Services Agreement
Page 3 of 20
Gounty's Address
205 West Sth Ave, Suite 108
Ettensburg, WA 98926
i
Projeot Contact
Name Kasey Knutson
Titte Human services Manager
GENERAL CONDITIONS
1. Scooe of Contractor's Services:
Contractor agrees to provide to the Countyservices and any materiats set forth in the project
narrative identified in Exhibit "A" during the Agreement period. No materiat, [abor, or facitities
witt be furnished by the County, untess otherwise provided for in the Agreement.
2. PerformanceofWork:
Contractor shatt perform work in accordancewith, and shatt complywith, at[ of the provisions
of this Agreement. Att work shatl comptywith appticabte codes and ordinances.
3. Schedute of Performance:
Untess directed otherwise by the County, the Contractor shatt perform the work in
accordance with any schedutes made a part of this Agreement.
4. Definitions
4.1 "Additionat lnsured's" means the County, its successors and assigns, and
the respective directors, officers, employees, agents and representatives of
the County and its successors and assigns.
"Support" means the fotl,owing: Contractor's directors, officers, emptoyees,
agents and representatives; and sub-Contractors of any tier; the respective
directors, officers, emptoyees, agents and representatives of these sub-
Contractors of any tier; and any other person or entity acting under the
direction or controt of, or on behatf of, Contractor or any Contractor's sub-
Contractors of any tier in connection with or incident to the performance of the
Work or this Agreement.
The "Work" means att of the duties tisted in Exhibit A and the performance of atl
other obl,igations under this Agreement by Contractor or its Support.
4.2
4.3
5. Aecou nllnga n d. Pay-me nt f ot Co ntra cto r S e ryiqes:
Payment to the Contractor for services rendered under this Agreement shatl, be as set forth in
Exhibit "B". Where Exhibit "8" requires payments by the County, payment shatt be based
upon biltings, supported untess otherwise provided in Exhibit "B", bydocumentation of units
of work actuatty performed and amounts earned, inctuding where appropriate, the actual
number of days worked each month, total number of hours for the month, and the totat dottar
payment requested. Untess specificatty stated in Exhibit "B" or approved in writing in advance
by the Kittitas County Board of Commissioners, the County witt not reimburse the Contractor
for any costs or expenses incurred by the Contractor in performance of this Agreement.
Where required, the County shatt, upon receipt of appropriate documentation, compensate
the Contractor, no more often than monthty, through the County voucher system, for the
Contractor's service pursuant to the fee schedute set forth in Exhibit "8".
Kittitas Co unty Professionat Se rvices Agreement
Page 4 oI 20
6. Assignment and Subcontracting:
No portion of this Agreement may be assigned or subcontracted to any other individuat, firm
or entity without the express and prior written approvat of the County.
The Contractor may onty subcontract work contemptated under this agreement if it obtains
the prior written approvaI of the county.
lf the County approves subcontracting, the Contractor shatt maintain written procedures
related to subcontracting, as we([ as copies of att subcontracts and records retated to
subcontracts. For cause, the County in writing may require the Contractorto amend its
subcontracting procedures as they retate to this agreement, prohibit the Contractorfrom
subcontractingwith a particutar person or entity, or require the Contractorto rescind or
amend a subcontract.
Every subcontract shal,t bind the Subcontractor to fottow att appticabte terms of this
agreement. The Contractor is responsibte to the County if the Subcontractor faits to
compty with any appticabte term or condition of this agreement. The Contractor shatt
appropriately monitor the activities of the Subcontractor to assure fiscat conditions of this
agreement. ln no event shatt the existence of a subcontract operate to retease or reduce
the tiabitity of the Contractor to the County for any breach in the performance of the
Su bcontractor's duties.
Every subcontract shatt inctude a term that County is not tiabl,e for ctaims or damages
arising from a Subcontractor's performance of the subcontract.
7. lndeoendent Contractor:
The Contractor's services shal,t be furnished by the Contractor as an independent Contractor
and nothing herein contained shatt be construed to create a relationship of employer-
emptoyee or master-servant, but att payments made hereunder and att services performed
shal,t be made and performed pursuant to this Agreement by the Contractor as an
independent Contractor.
The Contractor acknowtedges that the entire compensation for this Agreement iq specified in
Exhibit "8" and the Contractor is not entitted to any County benefits inctuding, but not Limited
to: vacation pay, holiday pay, sick leave pay, medicat, dentat, or other insurance benefits, or
any other rights or priviteges afforded to Kittitas County emptoyees.
Contractorwitt defend, indemnify and hotd harmtess the County, its Additionat lnsured's,
officers, agents or emptoyees from any loss or expense, including but not timited to
settlements, judgments, setoffs, attorneys'fees or costs incurred by reason of ctaims or
demands because of breach of the provisions of this paragraph.
8. No Guarantee of Emptoyment:
Kittitas County Professionat Services Agreement
Page 5 of 20
The performance of at[ or part of this Agreement by the Contractor shatl not operate to vest
any emptoyment rights whatsoever and shat[ not be deemed to guarantee any emptoyment of
the Contractor or anyemptoyee of the Contractor or any sub-Contractor or any emptoyee of
any sub-Contractor by the County at the present time or in the future.
9. Iares:
The Contractor understands and acknowtedges that the County wil,t not withhotd Federal or
State income taxes. Where required by State or Federa[ [aw, the Contractor authorizes the
County to make withhol,ding for any taxes other than income taxes (i.e. Medicare). Att
compensation received by the Contractorwitt be reported to the lnternaI Revenue Service at
the end of the catendar year in accordance with the appticabl,e IRS regulations. lt is the
responsibitity of the Contractor to make the necessary estimated tax payments throughout
the year, if any, and the Contractor is sotety tiabte for any tax obl,igation arising from the
Contractor's performance of thisAgreement. The Contractor hereby agrees to indemnifythe
County against any demand to paytaxes arisingfrom the Contractor's faiture to pay taxes on
compensation earned pursuant to th is Agreement.
The County witl, pay sates and use taxes imposed on goods or services acquired hereunder as
required by taw. The Contractor must pay att other taxes inctuding, but not limited to:
Business and Occupation Tax, taxes based on the Contractor's gross or net income, or
personal propefty to which the County does not hotd titte. The County is exempt from FederaI
Excise Tax.
10. Regutations and Reouirement:
This Agreement shat[ be subject to atl [aws, rutes and regutations of the United States of
America, and State of Washington, and pol,iticat subdivisions of the State of Washington, and
to any other provisions set forth herein or in the attached exhibits.
1 1. Ri{ht to Review:
This contract is subject to review by any Federat or State auditor. The County or its designee
shat[ have the right to review and monitor the financial and service components of this
program by whatever means are deemed expedient by the County. Such review may occur
with or without notice, and may inctude, but is not [imited to, on-site inspection by County
agents or emptoyees, inspection of att records or other materials which the County deems
pertinent to the Agreement and its performance, and any and at[ communications with or
evatuation by service recipients under this Agreement. The Contractor shat[ preserve and
maintain attfinanciaI records and records retatingto the performance of workunderthis
Agreementfor6 years aftercontracttermination, and sha[[ make them availabtefor such
review, within Kittitas County, State of Washington, upon request.
12. Modifications:
12.1 Either party may request changes in the Agreement. Any and att agreed
modifications shatl be in writing, signed by each of the parties.
Kittitas County Professionat Services Agreement
Page 6 of 20
12.2 The County may, at any time, by written notice thereof to Contractor ("Change
Notice") makes changes in the Work within the general scope of this
Agreement, inctuding, but not timited to: (a)changes in, revisions to,
substitutions for, additions to or deletions of anyWork; (b) changes in
schedule; and (c) acceteration, deceteration or suspension of performance of
anyWork.
12.3 lf any change in the Work causes an increase or decrease on Contractor's cost
of, or the time required for, performance of the Work, an equitabte adjustment
in the compensation to Contractor and in the schedu(e for the performance of
the Work shatt be made to reftect such an increase or decrease.
12.4 Notwithstanding any dispute or delay In arriving at a mutuatty acceptabte
equitabte adjustment, Contractor sha[[ proceed in accordance with att Change
Notices. The Contractor must, within thirty (30) days after receipt of any
Change Notice that does not set forth any acceptabte adjustment, submit to
the County a written statement setting forth any adjustment ctaimed.
12.5 lf any change results in a decrease in the Work performed, Contractor shatt be
' entitted to compensation associated with changing the Work, such as revising
design atready completed, revising calculations atready performed, and
revising documents.
13. Termination for Defautt:
lf the Contractor defautts by faiting to perform any of the obtigations of the Agreement or
becomes insolvent or is declared bankrupt or commits any act of bankruptcy or insotvency or
makes an assignment for the benefit of creditors, the County may, by depositing written
notice to the Contractor in the U.S. mait, postage prepaid, terminate the Agreement, and at
the County's option, obtain performance of the work etsewhere. lf the Agreement is
terminated for defautt, the Contractor shat[ not be entitted to receive any further payments
under the Agreement until att work catted for has been futty performed. Any extra cost or
damage to the County resutting from such defaul,t(s) shatl. be deducted from any money due
or coming due to the Contractor. The Contractor shaL[ bear any extra expenses incurred by
the County in compteting the work, and a[[ damage sustained, orwhich may be sustained by
the county by reason of such defautt.
lf a notice of termination for defautt has been issued and it is tater determined for any reason
that the Contractor was not in defautt, the rights and obtigations of the parties shatt be the
same as if the notice of termination had been issued pursuant to the Termination for Pubtic
Convenience paragraph hereof.
14. Termination for Pubtie Convenience:
Kittitas County ProfessionaI Services Agreement
PageT of 20
The County may terminate the Agreement in whote or in part whenever the County
determines, in its sote discretion that such termination is in the best interests of the County.
Whenever the Agreement is terminated in accordance with this paragraph, the Contractor
shatt be entitted to payment for actuaI work performed at unit contract prices for compteted
items of work. ln the event of such termination, an equitabte adjustment shatt be made in the
com pensation payabl,e to contractor.
An equitabte adjustment in the contract price for partiatty compteted items of work witt be
made, but such adjustment shatt not inctude provision for loss of anticipated profit on
detetedoruncomptetedwork. TerminationofthisAgreementbytheCountyatanytime
duringthe term, whether for defautt or convenience, shatt not constitute a breach of contract
bythe County.
1 5. Defense & lndemnitvAgreement:
The Contractor agrees to and shatt defend, indemnify and hol,d harmtess the County, its
Additionat lnsured's, appointed and e(ective officers, agents and emptoyees, from and
against at[ toss or expense, inctuding but not timited to judgments, settlements, attorney's
fees and costs by reason of any and atl, ctaims and demands upon the County, its Additionat
lnsured's, its etected or appointed officiats, agents, or emptoyees for damages because of
personal or bodity injury, inctuding death at any time resutting therefrom, sustained by any
person or persons and on account of damage to property inctuding toss of use thereof,
whether such injury to persons or damage to property is due to the negtigence of the
Contractor, its sub-Contractors, its etected officers, emptoyees or their agents, except onty
such injury or damage as shatt have been occasioned by the sote negtigence of the County, its
Additionat lnsured's, appointed or elected officiats, agents, or emptoyees. lt is further
provided that no tiabitity shat[ attach to the County by reason of entering into this contract,
except as expressty provided herein.
16. lndustrial lnsurance Waiver:
With respect to the performance of this Agreement and as to ctaims against the County, its
Additionat lnsured's, officers, agents and emptoyees, the Contractor expressty waives its
immunity under Tit(e 51 of the Revised Code of Washington, the lndustriat lnsurance Act, for
injuries to its emptoyees and agrees that the obtigations to indemnify, defend and hotd
harmtess provided in this agreement extend to any ctaim brought by or on behatf of any
emptoyee of the Contractor. This waiver is mutualty negotiated by the parties to this
Agreement.
17. Venue and Choice of Law:
ln the event that any titigation shoutd arise concerning the construction or interpretation of
any of the terms of this Agreement, the venue of such action of titigation shatt be in the
Superior Court of the State of Washington in and for the County of Kittitas. This Agreement
shatl, be governed by the law of the State of Washington.
Kittitas County ProfessionaI Services Agreement
Page 8 of 20
t 8. WithhotdinE Pavment:
ln the event the Contractor has faited to perform any obtigation to be performed by the
ContractorunderthisAgreementwithin the time set forth in thisAgreement, then the County
may, upon written notice, withhotd atl monies due and payabte to Contractor, without
penatty, until such faiture to perform is cured or otherwise adjudicated.
19. Future Non-Attocation of Funds:
lf sufficient funds are not appropriated or atlocated for payment under this Agreement for any
future fiscat period, the County witt not be obtigated to make payments for services or
amounts incurred after the end of the current fiscat period. No penal,ty or expense shatt
accrue to the County in the event this provision applJes.
20. Contractor Commitments. Warranties and Reoresentations:
The Contractor represents and warrants to the County as fottows:
20.1 The Contractor is duty incorporated, vatidty existing and in good standing
under the laws of the State of Washington and has al.t requisite corporate
power and authority to enter into and to perform its obtigations under this
Agreement.
20.2 The Contractor has the authority to execute this Agreement, to make the
representations and warranties set forth in it and to perform the obtigations
of the Contractor under this Agreement in accordance with its terms.
20.3 This Agreement has been val.idl,y executed by an authorized representative
of the Contractor and constitutes a vatid and tegal.ty binding and
enforceabte obtigation of Contractor.
20.4 The Contractor has or wit[ obtain prior to the commencement date such
[icenses, permits and other authorizations from federat, state and other
governmentat authorities, as are necessary for the performance of its
obtigations under this Agreement.
20.5 The Contractor is not in viotation of any appticabl,e [aw, ordinance or
regutation the consequence of which witL or may material.ty affect
Contractor's abil.ity to perform its obtigations under this Agreement. The
Contractor is not subject to any order or judgment of any court, tribunal or
governmentat agency which materiatty and adversety affects its operations
or assets in the State of Washington, or its abitity to perform its obtigations
under this Agreement.
20.6 None of the representations or warranties in this Agreement, and none of
the documents, statements, certificates or schedules furnished or to be
furnished by Contractor pursuant hereto or in connection with the
performance of the obtigations contemplated under this Agreement,
contains or witt contain any untrue statement of a materiat fact or omits or
witt omit to state a materiaI fact necessary to make the statements of fact
contained therein not misteading.
Kittitas County Prof essionaL Services Agreement
Page 9 of 20
21 . PatenucoByrighllnfringemcnt:
Contractor witl, defend and indemnify the County from any ctaimed action, cause or demand
brought against the County; to the extent such action is based on the ctaim that information
suppl,ied by the Contractor infringes any patent or copyright. The Contractor wil,l, pay those
costs and damages attributable to any such ctaims that are finatl,y awarded against the
County in any action. Such defense and payments are conditioned upon the fottowing:
21.1 Contractor shatl, be notified promptty in writing by County of any notice of such
ctaim.
21.2 Contractor shall have the right, hereunder, at its option and expense, to obtain
for the County the right to continue using the information, in the event such
ctaim of infringement is made, provided no reduction in performance or loss
results to the County.
22. Disputes:
22.1 GeneraI
Differences between the Contractor and the County, arising under and by
virtue of the Agreement Documents shalt be brought to the attention of the
County at the eartiest possibte time in order that such matters may be settted,
or other appropriate action promptty taken. Except for such objections as are
made of record in the manner hereinafter specified and within the time timits
stated, the records, orders, instructions, and decisions of the Kittitas County
Commissioners shal[ be finat and conclusive.
22.2 Notice of PotentiaI C[aims
The Contractor shatt not be entitted to additionaI compensation which
otherwise may be payabte, or to extension of time for (1) any act or faiture to act
by the County, or (2) the happening of any event or occurrence, untess the
Contractor has given the County a written Notice of Potentiat Cl,aim within ten
(10) days of the commencement of the act, faiture, or event giving rise to the
ctaim, and before final payment by the County. The written Notice of Potential.
Ctaim shat[ set forth the reasons for which the Contractor betieves additional,
compensation or extension of time is due, the nature of the cost invotved, and
insofar as possibte, the amount of the potentiat ctaim, Contractor shal,l, keep
futt and comptete daily records of the work performed, [abor and materiat
used, and at[ costs and additional, time ctaimed to be additional,.
22.3 Detaited Ctaim
The Contractor shatt not be entitl,ed to claim any such additional,
compensation, or extension of time, untess within thirty (30) days of the
comptetion of the portion of the work from which the ctaim arose, and before
finat payment by the County, the Contractor has given the County a detaited
written statement of each etement of cost or other compensation requested
Kittitas County Professionat Services Agreement
Page 10 of 20
and of atl etements of additional time required, and copies of any supporting
documents evidencing the amount or extension of time ctaimed to be due.
23. ownership of ltems Produced:
Att writings, programs, data, pubtic records or other materials prepared by the Contractor
and/or its consuttants or sub-Contractors, in connection with the performance of this
Agreement shatt be the sote and absotute property of the County.
24. Confidentiatitv:
The Contractor, its emptoyees, sub-Contractors, and their emptoyees shatl maintain the
confidentiatity of al.t information provided by the County or acquired by the Contractor in
performance of this Agreement, except upon the prior written consent of the Kittitas County
Prosecuting Attorney or an orderentered by a court after having acquired jurisdiction over the
County. Contractorshattimmediatel,ygivetotheCountynoticeofanyjudiciatproceedings
seeking disctosure of such information. Contractor shat[ indemnify and hotd harmless the
County, its Additionat lnsured's, officiats, agents or emptoyees from att loss or expense,
inctuding, but not timited to setttements, judgments, setoffs, attorneys'fees and costs
resutting from Contractor's breach of this provision.
To the extent that any information obtained by the Contractor is required to be shared with or
provided to others by the terms of the Statement of the Work, this provision is not breached
by such acts.
25. Notice:
Except as set forth etsewhere in the Agreement, for at[ purposes under this Agreement,
except service of process, notice shatt be given by the Contractor to the department head of
the department for whom services are rendered, and to the Kittitas County Commissioners,
205 W Sth Ave, Suite 108, Ettensburg, WA 98926. Notice to the Contractor for atl purposes
under this Agreement shatt be given to the address reftected on the signature page. Notice
may be given by del,ivery or by depositing in the U.S. Mait, first ctass, postage prepaid.
26. Severabititv:
lf any term or condition of this Agreement or the apptication thereof to any person(s) or
circumstances is hel,d invatid, such invatidity shatl not affect other terms, conditions or
apptications which can be given effect withoutthe invatid term, condition or apptication. To
this end, the terms and conditions of this Agreement are dectared severabte.
27. Miscetlaneous:
27.1 The County's faiture or detay to insist upon strict performance of any of the
provisions of this Agreement or to exercise any rights or remedies under this
Agreement shatl not be construed as a waiver or retinquishment to any extent
of its right to assert or rety upon any such provisions, rights or remedies in that
or any other instance; rather the same shatt be and remain in futl force and
effect.
Kittitas County Professionat Services Agreement
Page 'l 1 of 20
27.2
27.3
27.4
This Agreement embodies the entire Agreement between the County and
Contractor, and supersedes any and atl prior agreements, regarding the Work.
No change, amendment or modification of any provisions of this Agreement
shatt be vatid unless set forth in a written instrument signed by the party to be
bound thereby.
The rights and remedies of the County set forth in any provision of this
Agreement are in addition to and do not in any way Lirnit any other rights of
remedies afforded to the County by any other provisions of this Agreement, by
any of Contractor's Support or by taw.
The headings of sections and paragraphs of this Agreement are for
convenience of reference onty and are not intended to restrict, affect or be of
any weight in the interpretation or construction of the provisions of such
sections or paragraphs.
28. Waiver:
Waiver of any breach or condition of this Agreement sha[[ not be deemed a waiver of any prior
or subsequent breach. No terms or conditions of this Agreement shatt be hetd to be waived,
modified or deteted except by an instrument, in writing, signed bythe parties hereto.
29. Survival:
The provisions of paragraphs 7,9, 11, 13, 14,15, 16, 17, 18, 19,20,21,22,23,24,28, 30, and
31,32 shatt survive, nohrvithstandingthe termination or invatidity of this Agreement for any
reason.
30. Nondiscrimination:
30.1 The County is an equal opportunity emptoyer
30.2 Nondiscrimination i n Emfrlnyment
ln the performance of this Agreement, the Contractorwittnot discriminate
against any empl,oyee or appticant for emptoyment on the grounds of race,
creed, cotor, national origin, sex, sexualorientation, marital status, age or
the presence of any sensory, mental or physicat handicap; provided that
the prohibition against discrimination in emptoyment because of
handicap shatl not appty if the particutar disabitity prevents the proper
performance of the particutar worker invotved. The Contractor shatl ensure
that appticants are emptoyed, and that emptoyees are treated during
emptoyment without discrimination because of their race, creed, cotor,
nationaI origin, sex, sexuaI orientation, maritaI status, age or the presence of
any sensory, mentaI or physicat handicap. Such action shatt inctude, but not
be Limited to: emptoyment, upgrading, demotion or transfers, recruitment or
recruitment advertising, layoff or termination, rates of pay or other forms of
compensation, and programs for training incLuding apprenticeships. The
Contractor shatt take such action with respect to this Agreement as may be
Kittitas County Professio nat Services Agreement
Page 12 ol 20
30.3
30.4
required to ensure ful,tcomptiance with locat, state and federa[ laws
prohibiting discrimination in emptoyment.
Nondiscrimination in Services
The Contractor wit[ not discriminate against any recipient of any services or
benefits provided for in this Agreement on the grounds of race, creed, cotor,
national, origin, sex, sexuaI orientation, maritaI status, age or the presence of
any sensory, mentaI or physicat handicap.
lf any assignment and/or subcontracting has been authorized by the County,
said assignment or subcontract shatt include appropriate safeguards against
discrimination. The Contractor shatl, take such action as may be required to
ensure futt comptiance with the provisions in the immediatel,y preceding
paragraphs herein.
31. PrevailinEWaee:
The Contractor shat[ pay the prevaiting rate of wages to a[[ workers, laborers, or mechanics
emptoyed in the performance of any part of the Work in accordance with RCW 39.1 2 and
the rutes and regutations of the Department of Labor and lndustries. The schedute of
prevaiting wages rates for the tocatity or locatities of the Work is determined by the
lndustriatStatistician of the Department of Labor and lndustries. lt is the Contractor's
responsibitity to verify the appticabte prevaiting wage rate. lt is understood that the
Contractor is responsibte for obtaining and compteting att required government forms and
submitting same to the proper authorities.
Disputes regarding prevaiting wage rates shal.t be referred for arbitration to the Director of
the Department of Labor and lndustries. The arbitration decision shatt be finaI and
conctusive and binding on att parties invotved in the dispute as provided for by RCW
39.12.060.
32. Debarment Certification:
The Contractor certifies that it:
32-1 ls not presentty debarred, suspended, proposed for debarment, dectared
inetigibl,e or voluntaril,y exctuded from covered transactions by any FederaI
department or agency.
32.2 Has not within a three-year period preceding the execution of this contract
with Kittitas County, been convicted of or had a civit judgment rendered
against them for commission of fraud or a criminaI offense in connection
with obtaining, attempting to obtain, or performing a pubtic or private
agreement or transaction, viotation of FederaI or State antitrust statutes or
commission of embezztement, theft, forgery, bribery, fatsification or
destruction of records, making fatse statements, tax evasion, receiving
stoten property, making fatse ctaims, or obstruction of justice.
Kittitas County ProfessionaI Services Agreement
Page 13 of 20
32.3 ls not presentty indicted for or otherWise criminatty or civitty charged by a
governmentat entity (Federat, State, cir tocat) with commission of any of the
offenses enumerated in paragraphS2.2of this section.
32.4 Has not within a three-year period preceding the preceding the execution of
this contract with Kittitas County had one or more pubtic transactions
(Federat, State, or locat) terminated for cause of defautt.
Kittitas County ProfessionaI Services Agreement
PaEe 14ol 20
EXHIETTJA:
SCOPE OF WORK
ln addition to providing att materiat and labor, the Contractor shat[ perform the fottowing
activities to expand the l(VH Crisis Case Manager (CCM) program hours to provide
coverage lromT PM untit 3AM, 7 days a week:
r Hire two ful,t-time staff to expand hours
o Train Crisis Case Managers in use of Cotumbia-Suicide Severity Rating Scate (C-
SSRS) and ITA taw within first 30 days of emptoyment
o Train Crisis Case Manager statf in the use of the DLA 20 within the first 90 days of
employment
o Screen at[ persons referred to a Crisi Case Manager using the Cotumbia-Suicide
Severity Rating Scate.
o Screen at least 800/o of persons referred to Crisi Case Manager using the Daity Living
Activities 20 (DLA 20)
r Refer att individuats with domain score of 4 or lower to address the need or skitts
coaching
Kittitas County Professionat Services Agreeme nt
Page 15 of 20
EXHIBIT "B"
COMPENSATION
As futt compensation for satisfactory performance of the work, the County shatt pay the
Contractor compensation of $41 6,003.52.
Funds must onty be used to accomptish the Scope of Work as found in Exhibit A Scope of
Work.
Attowabte expenses inctude, but are not timited to, sataries, wages, benefits, direct client
services, promotion, outreach activities, suppties that are necessary and directty related to
the scope of work, professional devetopment and training, travet, equipment, and
subcontracts.
Any uses of these funds outside of the tisted attowabte uses must be approved by Kittitas
County in advance of the expenditure, in writing.
Att funding is based on local tax and fee revenue. lf tocat economic conditions resutt in
insufficient funds to compensate at the stated levets, the County reserves the right to
renegotiate funding amounts to remain within avaitabl.e revenue batances. The County witl,
notify the Contractor immediatety if financia[ forecasting or actuats indicate such a
circumstance.
Al.l. funds must be spent by 12131/2026. No extension of the funding period witt be granted
Reimbursement Procedu res
A. The Contractor shatt submit invoices for services due once a month, which shal,t be
emaited to Katie Odiaga, Kittitas County Pubtic Heal,th Department, at
i -l i r:i ,;i i j.'! r.:'.!,)C O. f<' 'i, l:r ! lirL', ! ri.
B. Att invoices must be submitted by the 20th day of the month fottowing the catendar
month in which services were detivered.
C. The Contactor must provide adequate backup documentation to support costs in
each invoice. This includes a generaI tedger from the financial. accounting system
detaitingtransactions and expenditure dates for attowabte activities within the
period of performance. Payrolt expenses must show emptoyee names, hourty rate,
number of hours, totat pay, and project code. Benefits can be one tine item but
shoutd inctude project code. Non-payrott expenses must inctude a copy of the
receipt or payment invoice.
D. Att invoices must inctude invoice data and an invoice number.
E. At[ invoices must atso be accompanied by an updated Contractor Spending Form,
as provided by Kittitas County, to ensure that bitting record keeping matches
county records.
Kittitas County ProfessionaI Services Agreement
Page 16of20
F. Faiture to submit required monthty detiverabte reports as outtined in Exhibit A:
Scope of Work may resutt in detayed reimbursement payments or deniat of
invoices.
G. Kittitas County is not tiabte for services provided untess the invoice is received on
time or prior arrangements are agreed to in writing signed by the County.
H. ln no event shatt payments under this agreement total more than $416,003.52.
Kittitas County ProfessionaI Services Agreement
Page 17 ot 20
EXHtBtTjc'j
PROOF OF INSURANCE
The Contractor shatt secure and maintain in effect at atl times during performance of the
Work such insurance as witl protect Contractor, its Support and the Additionat lnsured's
from att ctaims, losses, harm, costs, tiabitities, damages and expenses arising out of
personat injury (inctuding death)or property damage that may resutt from performance of
the work or this Agreement, whether such performance.is by Contractor or any of its
Support.
At[ insurance shatl be issued by companies admitted to do business in the State of
Washington and have a rating of A-, Ctass Vll or better in the most recentty pubtished
edition of Best's Reports untess otherwise approved by the County. lf an insurer is not
admitted, alt insurance poticies and procedures for issuing the insurance poticies must
compty with Chapter 48.1 5 RCW and 284-15 WAC.
The Contractor shat[ provide proof of insurance for:
1) CommerciatGeneral Liabititv lnsurance.' "':'"u,:fi:::
ri:#ur,:ii'
pr'jec'i
. $t,000,000 products & compteted operations aggregate
. $t,000,000 personat and advertising injury, each offense. Certificate Hotder- Kittitas County. The Certificate must name the County as additionat insured as
defined in the Agreement
' Sixtv (60) days written notice to the County of cancettation
of the insurance poticy.
2) Stoo Gao/Emptoyers Liabitity.' "o:"8i,:::,:::
:i*:,til,r,,,,",,
. $t,000,000 disease - each emptoyeer ThirtY (30) days written notice to the County of cancettation
of the insurance poticy.
3) CommerciatAutomobile Liabitity lnsurance.
Kittitas County ProfessionaI Services Agreement
Page 18 of 20
Automobite Liabil,ity for owned, non-owned, hired, and leased
vehictes, with an MCS 90 endorsement and a CA 9946 endorsement
attached if 'potlutants' are to be transported.
Coverage timits not tess than:
. $1,000,000 combined singte Limit
Thirty (30) days written notice to the County of cancetlation
of the insurance pol,icy.
4) Workers' Compensation.. Workers'Compensation in amounts required by taw.
Contractor sha[[ furnish the County a Certificate of lnsurance with Endorsement as
evidence that poticies providing insurance required by this Agreement are in futl force and
effect. Contractor herebywaives at[ rights of recourse, including any right to which another
may be subrogated, against Kittitas County for persona[ injury, inctuding death, and
property damage. Contractor's insurance poticies required above shatl. be primary
insurance and shatt be non-contributing with any other insurance maintained by Kittitas
County.
The Contractor shat[ assume futl responsibil.ity for atl loss or damage from any cause
whatsoever to any toots, Contractor's emptoyee-owned tools, machinery, equipment, or
motor vehictes owned or rented by the Contractor, or the Contractor's agents, supptiers or
contractors as we[[ as to any temporary structures, scaffotding and protective fences.
The Contractor shatl. have sote responsibitity for ensuring the insurance coverage and
Limits required are obtained by subcontractors.
NOTE: No contract shatl, form until and untess a copy of the Certificate of lnsurance with
Endorsement, property compteted and in the amount required, is attached hereto.
Kittitas County ProfessionaI Services Agreement
Page 19of20
I
EXHIBIIJD:
REPORTING
Contractor shalt provide quarterty and annuat progress reports by answering the questions
provided in this Exhibit. Please submit progress reports to the cterk at
heatthanclhumanservices@co.kittitas.lva. us by the last day of the month fotlowing the
quarter in which services were detivered.
The report shatt inctude, at a minimum:
r A narrative of project activities during the reporting period, inctuding the
activities outtined in Exhibit A.
o A narrative of project successes during the reporting period.
o A narrative of project chatlenges during the reporting period.
o A narrative of progress made toward the project objectives in Exhibit A.
o A data summary of the fottowing outputs:
o For lncreasing Prevention and Enhancing Access to Care and Services:
. Number of individuats receiving or participating in evidence-based
behavioral heatth-retated services as a resutt of the grant
. Number of individuats trained in prevention or behaviora[ heatth
promotion
. Number of ihdividuats trained in suicide risk assessment as a resutt of
the grant
r Number of individuats screened for suicide ideation as a resu[t of the
grant
. Number of new staff hired
The County retains the right to request ctarification or additional information of the
appticant as needed to assess project progress and/or appropriate use of funds.
Faiture to submit the required reports may resutt in detayed reimbursement payments,
denial of invoices, or contract termination.
Kittitas County ProfessionaI Services Agreement
Page 20 ot 20