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HomeMy WebLinkAboutSH19-002 Professional Service Agreement - Dr. RowePROFESSIONAL SERVICES AGREEMENT This Agreement is made by and between .Kittitas County (hereinafter "the County') and Thomas Rowe, Ph.D. (hereinafter "Contractor"). The County and Contractor agree as follows: General Conditions; Exhibit A (Scope of Work); Exhibit B (Compensation); Exhibit C (Proof of Insurance). copies of which are attached hereto and incorporated herein by this reference as fully as if set forth herein. The term of this Agreement shall commence on the date of the last signature below, and continue until March 1, 2020. Any party may terminate this Agreement by giving thirty (30) days' notice in writing either personally delivered or mailed postage - prepaid by certified mail, 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 Indemnification provisions set forth in Paragraphs 7 (Independent Contractor), 9 (Taxes), 15 (Defense and Indemnity Agreement), 21 (Patent/Copyright Infringement) and 24 (Confidentiality), are totally and fully part of this Agreement and have been mutually negotiated by the parties. Professional Services Agreement (rev. 01/28/2019) Page 1 of 16 ROVVE"s PhD, ire of S'gnatory (Data., P ra a t Na, r r, -1:-:;; of Sig�otorj Conb-actor ,address: lhee, 101A 98,60 -Ir projeot Coact: Tho mia s Row - Ph - D. colae;oe 2 of I ahaP. -ve APPROVED, BOARD OF C0'%l-$toVTY CONEMISSIONERS IT 'A COUN71Y, S INGTON Chairman vii;e-0-41- Mar, Corrimis;sloner Alm-st� Clerk of the Board Approved as to Form: Deputj Prosed ng AlftoMey Couts s Addre 153.4 Kit .tftasCourt, . . 1 205 West 50'Avsnue, Suite 108 Ellensburg, WA 9M#26 p *eCt Km Davison., Offics Administmto ,Pi GE • i E RA -L C ON D MON S 1- see eofCentractor's Ser ces: Contractor agrees to provide to the Count services and any rnatedals set forth in the project na72tive ldcntlfied in Exhrb All during the Agreernent period. No rnaterial, labor, or farkili�� es will be furnished by the Ccur�tj unie s ctherwi a resided for '-n the Agreement. . Per`iormance of Works - Ont otor shall per'io WOiry aGoordance with■ and Shall com I with all f fl -ie 1 . l l provisions of this Agreement. All voyor.� shall CaMplywith applicable codes and Ordinances_ 3. Schedule of Performance: Unles-s direcfted otherwise by the County, Contractor shall perform the work in a��erdance with any schedules made a part of this Agreement. 4_ Definitions: 4.1 "Additional lr��surzads" means to Count', its sueeesSors and assigns, and the respeQtve directors, officem., employees, agents and representatives of the County and its successors and assigns. 4. `Suppo,rt' rneans the following: Contractor's directors, officers, employees; -genu and representatives; and sub -Contractors, of any tier, the respective direoterss, officers, employees,, ascents and representatives of thesesub- Contractors Of arly tier; and any o -her person or entity acting under the direction or cont; of of, or on behalf of, Contractor or any Contractoes sub- - Contractors of any tier in connection with or incident to the performance of the Work or this Agreement 4,3 The 'Mork" meam all of the duties listed in Exhibit A and the performance of all other obligat ons, under this Agreement by Contractor or its support. 5. Account n and Payment for Contractor Services: Payment to the Contractor for servtc s rendered under this, Agreement ent shall be as set forth in Exhibit „E" Where Exhibit "'B" requires payr;�e by the Counfi , payment small be based upon billings, supported carless otherwise provided in Exhibit, UrBm , bY documentation of units of work actually performed and amounts- earned, including where appropniate, the actual number- of days worked each month, total rumbar of hours for the month, and the total dollar payment requested. Unless specifically 'Stated in Exhibit "EY orapp-roved in writing in advance by the Kittitas County Beard of Corrim'ssioners, the i:;ounfi will not reimburse the Contractor for any co,5or expenses incurred by the Contractor In performance of this Agreement - Where required, the Courts shall, upon receipt of appropriate documentation carpp arcate the Contractor, no more often than monthly, through the Countyvoucher system, for the Contractor's seNCE, pursuant to the fee sc! �ed�ie set forth ire Exhib,t ICE,,, Professional Ser, ccs Agroemert (nev. 01/2$12019) Page 3 of 16 6. Assignment and uhconttractin : No portion of this Arlreement may be assigred or subcontracted to any other individual, f rm or ent7ty Wit , alt the express and prior written appmval of the County. 7. lnd e pe nd e nt C o nFtracyto r. - The Contractor's services shall be furrished by the Contractor as an independent Contractor and nothing heroin contained slvi be construed to create a relationship of employer-employee or .Waster -servant, but all payments made hereunder and all services performed shall be made and perforr-ned purSUant to this Agreement by the Contractor as an independent o ntra cto r. The Contractor ackr4owledges that the entre compensaticn for this Agreement is spec in Exhibit "B" and the Contractor is not ertatfed to any County benefits including, but not limited to; vacationpay, holiday pay, sick leave pay, .medical, dental, or other insurance benefits, or any other fights or privileges afforded to Kit itas County em to ees. Contractor will defend, indemnify and hold harmless the County, its Additonal rnsured's, 0-1990ersa agents or ernpicyees from any less or expense, including but not limited to settlements judgments, setoffs, attorneys' fees or cosi incurred b reason of claims or demands because of breach ,�SI y each of the pro ���ons of this paragraph. 8. No Guarantee of EMCION ert: The performance of all or part of this A.`�r`�er�ent b the Contractor shall not operate to � y vest any employr n. ent rights Whatsoever and shall not be deemed to guarantee any employment- of the Contractor or any ernployeiz of the Contractor or any sub- orVaeter or any employee of any scab -contractor- by the Courry at the present time or in the future. 9. taxes The Contractor understands and acknowledges that the County Will not withhold Federal or state income taxes. Where required by state or Federal law, the Contractor authorimes the County to rnake withholding for any taxes other than income taxes (i.e. Medicare). All compensation received by the Contractor will be reported to the hnternal Revenue Bence at the end- of the calendar year in accordance with the applicable IIS regulabons. Itis the responsibility of the Contractor to make tho noeo ary estimated taxpayments throughout the year, if any, and the Contractor is solely liable for any tax obligation ai1sing 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 Cantract&s failure toa �Y takes on compensation earned pursuant to this Agresment, The County VA pay sales and use taxes imposed on goads or services acquired hereunder as required by law. The contraotor must pay all other taxes including, but not limited to: Business ess and occupation Ta.x, taxes based on the Contractors gross or net Professional serkes Agreement (),rev. 01/28/201 9' Page 4of16 1. I' income, or personal property to which she Ccuntj does riot hold tide. T1�e Cour y is exempt fror,Federal Excise Tam 10. R8aul8tions and Re utirement: This Agreement shall be sub*t to all laws, rules and regulations of thG Uru'ted States of America, and State of Washington, and political sub&Aslons of tie state of Washington, and to any other provisions sat forth hers r or in the a-ftaohed exhibits. I I - lei ht to Resew: T'rNs --contract i's subject to resew by any Federal or state auditor-- The County or its designee shall have the right to review and mor'tor the financial and service components of this program by whatever means are deemed expedient by the County. Such review may occur With or wr u o ut not ce, and may Include, but is not limited to, on-site i rasped ori by County agents or employees, inspection of all records or otter materials which the County deers pertinent to the Agreement and its pencor7nancar and any and all communications with or evaluation by sanies recipients under this Agreement. The Contractor shall preserveand maintain all financial records and records relating to the pe i ' rmanoe of wor'X under this Agreement for 6 years after cor �t-aot termination, and shall make them aNraflabie for such r81Aew, within Kittitas County, State of Washington, upon req nest. 12. Modifications: 12.1 Either party may request charges In the Agreement. Any and all agreed modificationsshall be inrAM'bnq, signed by each of the parties - 122 -Tne County may, at any time, by» ten notice thereof to C oOra c for ("Change Notice") makes changes in the fti1K within the general scope of this Agreement, including, but not limited to: (a) changes in, revisions to, substitutons for, additions to or deletions of any Work] (b),changes it t schedule; and (c) accslera�'on, decalembon or suspension of performance of any Wo riK. 12.3 If any cl range in the WorX causes an increase or decrease on Contra es cost of, or the time required for, performance of the work, an equitable adjustment in the compensation to Contractor and in the schedule for the performance of the work shall be,madeto reflect such an increase or decrease. -12.4 Not ivi the to nd i ng any dispute or delay in arriving at a rn LALOIIY acceptable, equitable adjustment, Contractor shall proceed in accordance with all Change Notices. contractor must, within thirty (30) days after receipt of any Change Notice that does not set forth any acceptable adjustment, submit to the Country a wn'tten statement settsnq forth any adjustment clairned. Profess!Q gal Ser kes.Agreerm nt (rev. 0112812019) Page 5 of 16 If any change results in a d�Cr�c��� in e ��icrl� serf . ormed, Contractor shall b= entitled to com,pensa;cn sccited witchanging er'K, such as revising design already completed, re; Sirig ca;culatlons a;ready performed, and rs`, irtg documents. 13. Termination for Deftault- I'f e Contractor de -faults by falling to perform anyof the cbli becomes insoiv,� gatiens of � Agre.�l��ent or erg or is declaread bai �krupt or commits any act of ban . tc� or e•r �zkas all8ss;gt�ment for e bn p � Irtsol�cy efit cf creditor3, the cour may, by depositin written notice to the CctTtractor in the �.�- mail Esta � t�e Cout� � � Postage prepaid, terrnir,�tc the �gr�ernent: and at ty on, cbtafn performance �f t�';� wcelsewhere. If �h #eir��ted for de•faUlta the Contractor � � �g�-��m�r�� r� for shall rot be ertitied to receive any furthereats under the Agreementntii SII wo called ler h Ym s been f�,�lly Performed, Any extra cost or damage to the County resulting from such default(5) � ) shall be deducted frim any money due cr coming due to the Cortractor_ The Contractor shkail bear an incurred by the cur<ty in corn lebn � � � e��en�es r p e wok, and al! damage sustai reed, or whi ch maybe sustained by the County by reason of such default_ Y a notre of terminaJon for default has been issued and it Es latter determined for any reason that the Contractor- was not in default, the rights �r�d be the Sarre aS if g obilgaticns of the parties shall the notice of t�r�i�ati�r� had been issued ur�u;�r' ' Public Ccnver;iet�ce ara ra l� �t to the �"erm�n��cn for ph hereof, 14. Termination for Public conver�ence. The County May terminate -the Agraement in whole deterr�Fr��s, in its sale di �r it dart wherever the County cretien that such termination is in the best interests of the Ourty. Whenever the Agreement is terminated it accordance with this paragraph, the Contractor shall be entitled tQ Payment for actual Vvor�+ • � �erf�r`rned at unit contract paces for completed iters Of work. In the event of such termination be rade in the compensat- ion a an equitable ad�usent shall p anon payable to OW2 r. An equitable adjus#rent in the contractOce fc�r art' � i made p �alf� completed �ter� �f work w�li �� but �ucn ad�ustr�ent shall r�c�`t include rc�.�s��r� for � . delated or Uncompleted� , less 4f anticipated profit on wcr4�_ T rmination of this Agreernert b the tau durir�g �e teem; whether ler d y '.� a.t ar�� ��e default or ccnu+�nier�ce, shall rat constitute reach cor;tract by the County. b of y 15. Defense & Indernnily Agreement: The Contractor agrees to and shall defend ind ernni hy and held harmless the Cot-rraty, its Add1#ional Insureds, appointed and eleeti��t officer ager and employees, from and against all Ic-��s or cense, includingbut r7ct limited fees and costs b� r d to judgments, sottierrrenfi�, attorr�e�s f ea on of ar�y and a.ff Claims and demands uuorr the Ccurttj professional Z'3prkes Agr4vrrert (rev. 01128!2019) Page 6 of 16 Addis ona l L r d' ; its electad or appointed oil of als, agents, or et j plo;Qe,5 for dannag a�s bemuse of personal or bodily injury, including death at any t me resulfirg therefi'cm, sustained by any person or persona and on account of damage to property including loss of use thereof, whether si�Qh injury to persons or damage to prloper�/ is due to to reglig e of c entractor, its sub-Ccntractcrs, its electsd oifi ^er�l employees or their agl.:ants, except only such injury or damage as shall have been occasioned by the sole negligenceof the Country, its Additior7al Insureds, appointed or elected officials, agents, or empioyees. It is further provided that no liability shall attach to the Cour;ty by reason of entering ir�o #hi,5 contract, except as expressly prodded her8in_ 10'. Industrial lrs era nce Waiver: With rasp ct to the performance of this Agreement and as to claims against the County its A i �' � � �- y? dd tonal IrSLrad s, c#�ice , agents and employees, the Contractor exprassly waive's its Immurity under Title 51 of the Revised Code of washin ton, the Industn"al Insura400 Act for ii�tursLt,s to fts employees and a0r=es that the obligations to indemnify, defend and hold harmless pr'c�Aded in this agreilnment extend to any claim brought by or on behalf of any employee of the Contractor. This waiver is mutually negotiated by the parties to this Agreement. 17_ Venue and Choics of La v: Ir the event that any litigation should arise concerning the construction or interpretation of any of the terms of this Agreement, the venue of such codon of litiga�on shail be in the Superior Court of the State of Washington in and for the Courty of Kittas. This Agreer,ent shall be governed by the law of the Mate of Washington. 18. Withholding Payment. In -the event the Contractor has failed to perform any obligation to be performed by the Contractor under 1Y8 Agreement W�h in the time set forth in this Agreement thea the o n y may, upon written notice, withhold all monies due and payable to Con dor a withoLA penalty, until such failure to p8rform is cured or other4vise adjudicated. 19. FLAure Non -Allocation of Funds: if suf,5cient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the will � y p Count~, will not hek obligated to make payment .for services or arncunts incurred after- the end of the currant fiscal po110d. No penalty or expense Shall accrue to the County in the event this provAsion applies. 20. Contractor Commitmer , Warranties and Represertatjon5: The Contractor represents and warrants to the County as follows: 20.1 The Contractor is duly incorporated, validly e;istincg ar►d in good standing under the laws of the Mate of Washington, and has all requisite corporate power and cl cr;fiy to eater into and to perform its obligations under this ul Agreement. Professional Sarkes A.qrernent (rev. 01/22/2019) Pap 7of16 n, Tn e Cor ;tractor has the a utho r i t j to t; is A g re e nne n t, tc make the reortetisentatons and warranties set forth in it and to perform the obligations of the Contractor ursder this Agreement in accordance with Its term. 20,3 This Agreement has been validly executed by an authod2sd representative of the Contractor and constitutes a valid and legally binding and enforceable obligation of Contractor, 20.4 The Contractor has or will obtain prior to the commer arnent da:e such licenses, pen - nits and other authodzator s from fpdQ I 5tate and other governmental authontes, as arc Necessary for the performance of its obiigations under this Agreement. 20.5 The Contractor is riot in violation of any applicable law, ordinance or regulation tie corsequence of which will or may matedally affect ontractcr's ability to Perform its obligation Z under till Agra-,.ment- The Contractor is not subject to any order or judgment of any coin tribunal or gover mer tal agency Which materially and ladversely affects its OPeratons or assets in the State of Washington, or its abilittj to perm its obligations under this Agreement' 0.6 None of the representations or warranties in this Agreement, and none of the documents, statements, certificates or schodulo� furnished or to be fumished by Contractor pursuant hereto or in connecton with the performance of the obligations contemplated under this Agreement, Contains or W-11 contain any untrue statement of a material fact or omits or will omit to state a material fact neves,5ary to make the statements of fact coNtained thein not misleading, 1. Patont/Co v�,ht Iriftin ement. Contractor will defend and indemnify the Court from any claimed actioN, cause or deM2nd brought against the Count, to the extent such action is based on the claim that irdormation supplied by the Contractor infnn es an stent or copyright. Contractor � Y � ��� t. The WE pay those costs and damages attribLIable to any such cairns that are finally awarded,, aga.in$t the CourV in amj action. Such defense and payments are conditioned upon the follows ng: 21.1 Contractor shall be notified promptly in wftng by County of any notice of sLIch clairn- 21.2 Contractor -shall have the right, hereunder, at its option and expense, to obtain for the Countj the right to continue using the informabon, in the event such claim of infringement is rade, provided no reduction in performance or lass re s uts to the County. 22. Disputes: 22.1 General Differences between the Contractor and the County, arising under and by virtue of the Agroemer� Documents shall be brought to the attention of the Professioral erg cis AgrPemert (rear, 0112812019) Page3of16 cu 'Y at the earliest possible time in order that such matters may be settled or otf ler appropriate action prom, ptlytaken_ E pt for such objections as are made of ral ord in Lhe rnanrer hereinafter specified and within the lime limits stated, the records, orders, int ctior�s, and decislQri5 of the Kltdta.s County ornmis. ioners sell be final and conclusive, 22.2 Notice of Potential Claims The Contractor shall not be entitled to additional compensation which otherMse may be payable, or to axtenslon of timt! for (1) any act or failure to act by the Courty, or (2) the happening of any event or occur, once, unless the 00ritractor las given the County a written Notice of Potential Claim within ten (10) days of the cornmerrce.,ment cf the act, failure, or event giving rise tc the ciai t, and before final Payment by the Courcy, The written Notice of Potential Clain shall set forth the reasons for which thie Contractor behaves additional ccr-11pensation cr G�nsion of time is die, the nature of the cost Involved, and insofar as possible, the amount of the potential claim. Contractor shall keep foil and complete daily records of the woree ormed, and � a. d material used, and all costs and additional time clairmed to be additional. 22.3. Detailed Claim Tne Contractor shall not be entitled to claim � .. .. a m any such a,..d�tronal compensation, or extension of time, UpJess Wthin thirty (30) day of the ccrnpleEon of the Porticn of t< e work from which the claim arose, and before final payment by the Cour:ty, the Contraotor has given the Count a detailed written statement cf each element of cost or other compensation requested and of all elements of additional time required: and copies of any supporting documents evidencing to arnourt or extension of time clairned to be due. 23_ ownership of Items Produced: All wrffings, programs, data, public records or other matar als prepared by the Contractor andlor its Consultants or sub -Contractors, in correction withP erformance of this Agreement shall be the sole and absolute properly of the County. 24. Corfdentral'I . The Contractor, its employees, sub -Co ctors, and their~ employees shall maintain the confidi�)ntialitt/ of all information providsd by the County or acquired by tree Contractor in performance of this Agreement, except upon the prior written consent of the Kittita-i County Prosecu� ng Attorney or an order. entered b a court . . y after having acquired jurisdiction over the County. Cont -actor shall immediately give: to the Coe notice cf an County Y judicial proceedings seekIng disutosurs of such information. Contractor shall indemN and hold J�arnnie��, h - . , fji .�� t oul�fiy, Its Add�tiona! Insured's, c fficlals, agents or employees from Profesasion ! 0 pAa Agreement (rw. 01/28/2019) Page 9 of 16 ail loss or expo>nse, including, but not lirni ed to set ]erre ts, judgments, sato, at orne� fee.s and costs resu t ng from Contractor's breach of this proL1si on. To the eluent that any information chtained by the ccntractor is r8lcijirad to he shared with or provided to others ty the terve. of the Statement of tieWork, t.hsr .nisi ori . _. is c not breached by such allt�. 25. Ncttce: E ept as .5 -.et forth elsewhere in e Rgreementt, for all purposes under this Agreement, ,)�^ept s,ervire of Prcc6ss, notice shall be given by the contractor to the de art{nent head of tf e department for v hOm servicas arp. randered, 2nd to ttie Kitdtas County cornmissicners05 ��� ��,l , Ave,, Suite 108, Ellensburg, WA 98926- Notice to the Contractor for all purposes under this Agreement shall be given to th,e addr ss reflected on ie signature page. Notre may be given by delivery or by deosi yin in the US, Mail, fir ciassa postage prepaid. l� � �t 26, eyerabilir. any tarsi or condition of this A reemerit or � application � is ,tion #hercect to any person(s) or circumstances is held invalid, such invalldlty st-211 not affect other terms,conditions or applications wh.ch can be given affect WbOLA the invalid term, Condition or applicaton. To thise end, the tarand conditions of this Agreement ars declared � v cable, 27. Miscellaneous.- - 2.7.1 The _gunttls 6ilure or delato irisist upon y � � Strict performance of any of the PrOViSlOns of this Agras- ment or to exercise any rights cr ramedies under tl ►►ts Agraanient shall riot he construed as a waiver or mlin uishrnei �t to an exte - of its right t � � or Y g o assert or rely upon any such prmAsions, n hts remedies in that or any other instance; rater the same shall al be and remain in full force and' effect. 27.2 Tnis Agrearne.rt embodies the ertre Agreement between the County and Contractor, and supersedes any and all prior agreements, regarding the Work. No changer amendment or modification of any provAsIons of this Agreement shall be valid unless set forth in a written instrument signed �Y th+e Palty to be. bound thereby. � 27,E The rights and remedies of the Court set forth in a. rm,isicn ' � any � of this Agreement are in addition to and do not ire any way limit an other rights of remedies afforded to yg the County by any other pra�Asions of tis Agreement, by any of Contractor 3S uPpart or by law. 27.4 The headings of sections and paragraphs of this r Agreement are for o convenience of reference only and are not intcndsd to restr'ct, affect or be cf any weig-ht in the interpretation or construction of the prmksiors of such sectons or paragraphs, Pro sional Spices Agreetnert (rev 01/20m/2019) 28. We1-ver- Vvaivr of any breach or condition of this Agreement shall not be deorad waiver of any prier or subsequent breach. No teras or conditons of tt;iz Agreement shall be held to be waived, mcdifAd or deleted except by an inst-urr ent, in wri,-Unq, x5igned bthe panes #art- y 9- ur0VI'yal: The provisions of paragraphs 7, g,11, 13, 14, 10, 10, 17, 18, 191 20, 21, 22, 23, 24, 28, 30: 31, and 32 shall surAve, notwithstanding the termination or invalidity of this Agreement for any reason. 30. Nondiser'r'niration: 30.1 The County is an equal opportunity employer. 30.2 Nondiscrimi nation in Emoigyment In the p e rfo rm a nca of this Agreement, the C o nta cte r WI'11 not discriminate against any employee or applicant for employment on the grounds of race, creed, color, national origin! seg, sexual orientation, marital status, age or the prssersca of any sonsary, mental or physical handicap; pro\Aded that the prohibition against discriminiation in employment because of handicap shall not apply if the ri ... p pj y pa ��uiar disability ,prevents the proper performance of the particular wo�Ker salved. The Contractor shall ensure that applicants are employed, and that employees are treated during employment witout discrimination be ulse of their race, creed, color, national origin, sex, - - sexual orientlon, marital status, age or the presence of any sensory, rental -� or physical .handicap. Such action shall include, but not be limited to: employment, upgrading, deamotpn or transfers, recruitment or recruitment advertising, layoff of termination, rotes of pay or other forms of compenaaticn, and programs for training including - apprenticeships- The Contractor shall take such action with respect to _ this Agreement as may be required to ensure full compliance with looal p sta�re and federal laws prohibiting discrimination in employment. 30.3 Nondiscrimination in Services T Contractor will not discriminate against any recipient of any services or berets prmAded for in this Agreement on the grounds of race, creed, ration lngin, sex, sexual orientation, marital stats, age or the presence of any sensory, mental or physical handicap, 30.4 if any assignment and/or subcontracting has been authorized by the County, said assignment or subcontract siall include apprepnate P rofes8lcral Bemires Agreement (rev. 01/'28/2019) Page 11 of 16 safeguards against' di,5criminatcna i ,e Ccrltroactor shall tale suer action as may be raqu?ired to ensure full compliance with the pre\Aslons in the imniediiately preceding paragraphs herein, 3-1. Prep3_ iInq Wngtt.. Contractor shall pav the prevailing rate of Wa.aes to all workers, laborers, of mechanics employed in the performance of any part of the Work in accordance with RCW 39-12 apd the rules and regulations of the Department of Labor and Ind 1 he h 1 n T sc ed e of prevailing wages rats for the locality or localities of the Work is deteined by the Industrial StustistiCiari of the Department of Labor 2nd 1ndust:,1'es. It is the Controctoes respon ibilit1 to verify the applicable prevailing wage rate. It is understood that Lhe Contractor is responsible for obtaining and completing all required � �ve went forms and submitting saneto the proper auhohbes. ai-pates regarding prevailing wa98 rates shat e referred for arbitration to the Director of the Department of Labor and Industries. The arbitration decision shall be final and conclusive ard binding on all parties involVed in the disputa as provided for by RCC 9.12.060. 32_ Debarmpr-; Ce6fication: Tide Contractor c4a that it: ID Is not presently debar, ed, suspended, proposed for debarment, decf2red ineligible or voluntarily exciuded from covered transactions by any Federal d�par tment or agency. 32.2. Has not within a three-year period prscetding the executcn of this contract with Kittitzs County, been coNcted of or had a civil judgment rendered egeinst ftm for cOmmission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or peftrming a pudic or private agreernent ar transe icn, violation of f=ederal or state antitrust statues or commission of Mbezzlement, theft, forgery, bribery, faleiftation or destruction of records, making false statements, taxevasion, receiving stolen property, making false claimsr or obstruction of justice. 32.3 Is not presently Indicted for cr otherm'se criminally or civilly charged by a governmental entity/ (Federal, Mate, or focal) with commission of any of the offenses an�umemted in paragraph 32.2 of this socbon. 32.4 Has not within a three-year pedod preceding the preceding the execLrtion of this contract with lei ttitas County had one or more public transactions (Federal, Mate, or local) terMninated for cause of default. Profess ca! S er�cas Agraerrent (rev. 0112312019) Page 1f 1 !-t 1,-f 74 j — EXHIBIT 'Ale SCOFF of WOR In addition to providing all mnteriai and 12bcr, ft Contractor shall perform the foilowin Conduct PSYChOlOiciCal evaluations 'ricluding related interviews of applicants for employment or reserve � � , � s rvicin upon request key the Kittitas County Snenffs orae. Prepare and convey reports of ti joss psy`c�,Ologi cal firdings and applicarit e aluatiOr S to the Kiftitas CoLrttj Sheffs of�,Ca. * The.5a evaluations shall be Conducted in ccrnplianoe VAth, and as mandated b the ravisions of F 43.1 o1.o 5(2)(a)(ji), and WAC 13:9-07-,030,and any prolusion rcw in e.cstonce or enacted during the Period of this Professional Services Agreement ., including any extension thereof. No examin2ton or the sults thereof may be fLlrt>er disseminated or used for can purpose other than as al'lo�ved by R 43. 101,095 � p � o1.095 or WAC 139-07-030. All materials `elated to the examiri.qtion and its results shall be seouned in a manner consistent with WAC 13 -07-030(l)(d) and any other aoplicablP statP, and federal statutes and regulations, including the ,means of pro�jding such results or rat=�. als to the ittitas County Sheriffs Office. Tne contractor is solei responsible for implementation f � t� such safeguards and for any breach or violation thereof. * Warrant that he or she is familiar with and in compliance with the standards referenced above and incorporated herein by reference The services stated above will be conducted at the COntractor'slace of business, Cont -actor will not utilize �" The ze an automobile, whether awned, non -owned, hired, or leased, to Provide these seNcesforitta ' County. PrOfession;al St�%,+ces agreement (rev. OV28/2019) Page 13 of 10 EXH ]BIT "B 11 COMPENSATION As fail compen�5a�Cn for 5atisfactcry performance of t, e wore,<t the County Sh211 pay Contractor compo ation riot to exceed $600.00 per appiiCart eV'4'- I U2 tion. Profpsa-icral Ser -Aces Agreement (rev. al 1128/2019") Page 14 of 15 PROOF OF INSURANCE The contractor shall secure and maintain in effect at all times es dunng performance of the . Work such insurance will PrOtinction#ra _ . - Contractor, � t� � .�� � a � � ���! the A d d �. o na i Insureds front ail olaimSa losses, Farm, costs, liabilites damagesarisingi out of coral in'�r� � 1 � and �en�a� j including deaths or propertj damage that may .result �� performance of the work � �I� or Arernent,#�ethruperformance is by Contractor car any of its support. -� All insurance shall be issued by companies admitted to do business Washington ard have _ f.n the taxa of rating of A-, Clad% Vli or better in tl-,,e most recerti published ed�tron olBest's Pjnoorts ur les- ' Y J t tl ie[Imse approved by ti�e County. If an insurer i�s net adrinitted, all insurance poli of os and procedures for issuing�� ' '� oernpl}r �nri-t�� Chapter- ��.�� insurance polrcr�� must CW and 284-1 WAC. The Contractcr shall provide proof of Insurance for: } Commercial General L' labilitv lriuran+ Coverage limits not Jess then: 1,000,000 per occurrence perproject 2,000,000 general aggregate Certificate Holder T- iiitbtas o i ■ The Cert flcate must name the Count as additional `n defined in � � � �ur�d �� e Agreerner� ■ is / (80) days written notice to the Courjof cancellation of the insurance policy, } Profe'ssfonal Li� The Contractor and�or its Subcontractor shall provide e�A d encs of Profas�ion l Liahili ty insurance cove6n professional Such policy 9 p onai err�r� and �rni�sions. y must provide the folloiMng minimum limits: ■ $1,000,000 per Claim $3,000.,000 annual aggregate If insurance is on a claims -made form, its retroactive date, thatof all subsequent r etlew;als, shall be no later than the effective date of this Agreement Profassicn,il Ser ices Agrae-ment (rev. 01/28/20-19) Page 15 of 16 .�- f Campensat'on in arnounts requirad by law. 4 j Stag Gao/EmplojTei's liability Coverage limits not less than; 1,000,000 each accident • $1,000,000 disease — policy limit 0 $1.100O)OCC dl�easa — each employee Thirty (30) days written notlee to the County of cancellation of the in,5urance p e li ey. entr;�ctcr shall furnish the County a Certfieate of Insurance. with Endorsement as eNAdenca that policies providing insurance required b thf-S Agreement ' ,� � y are in dull force and effect. Contractor hereby waives jail r'gMs of recourse, including any right to which anther may aains itr;aeunty for prnal injur~ , �nludln, and rr� � e r� damage. m� e . � � tri �t � t � �, � - � '� . p Contractor's *insurance polices required above shall be prlrna� insurance and .shall be rion-contributing : ributin Wth a e 9 � thea insurance maintained by itfit�s, county— The Oortraeter shall assume full respensibilitbl for all lesos or an damage from cause � y whatsoever to equipment, property, or motor vehicles of ned or ranted by the ontrayter7 or the Contractor' nt , . pplir or suboontactors. The Contractor shall have; sole r spensibi Iit~y for ensuring the insurance coverage and limits rewired are obtained by subeerrtractcrs_ OTE. No contract shall form until and unless a copy of the �r ficate of Insurance tnr;th Endorsement, proper' iy completed and in the amount required, is afteched hereto. Prr,fessiona) Ser,Aces Agraen-ent {rev 011281101,9} Page 16 of 16 C1-1UBB' AC American lnsui artca Company F� DUC-� �JU1�tBc� i 273305 Psychclog i;ts4 Prollessional Liability Claims Mamma lnsura^ce Poli y Declarations j'0 18 I CA •� uf-- it SJ{.JE � ia�o �i'? icor ?J , '2 PSYCHOLOGISTS' PROFESSIONAL LIABILITY CLAIMS NIA ' INSURANCE POLICY NO TICE: T l A CLAIMS MADE POLICY, PLEASE READ THE POLICY CAR�r"-LILLY THIS POLICY/CERTL9CATE IS ISSUED �T ASSSIOCIATIONIT WITH THE PSYCHOLOGISTS PURCHASENG GROb? ASSOCIATION 1 141.em _F FOLICW11ERTIrIt.tA'E itlLliV E'R. 58G22 i 9142 t 1 Named Insured: Thomas Rowe 1. Addrsss: Po Box 1946 Cite, State & Zip Code: Wenatchee., SVA 96807 1946 2. Policy Pefiod: From: 12.101,'2018 To: 12101/2019 2:� .,bl. !CC3! gime at t�=e address shownin !tem 1. 3. CCVHRAGEE LIMITS S OF LIABILITY PR2"MIUM f Professioral Liability $1,OCC, 000 Each Incident $3,000,000 Aggregate Wrongful. EjrnPloymant $5,000 Aggregate $-14.00 Pr3ctices - f Licensing Board Defense $50,000 per Procee ting $45.00 Cther Governmental Regulatcry $10,000 per Proceeding Eddy Defense Deposition ExperSe $5,000 per lnsurad Premises /Medical Payment $2,500 per Person $75,OCC Aggregat.e Assault and/or Battery $ ;,000 Aggregate Loss of Earnings 1$500 cer Day, cer insured 1 $15,000 Aggregate Per Incident Surcharge(s) Total Premium � $ :59.00 4. Retroactive date 121011/1991 5. This policy is made and accepted subject to the printed conditions in this policy together with the provisions, stipulations and agreements contained in the following form(s) or endorsement(s). PF15215a, PF33748 , PF15217a (05107), CC -1 K11 i (02/18), PF15245a, PF15313b, PF17914 (02/05), o. notice of clay should be sent to: All other correspondence should be sent to: Trust Risk Management Services, Inc. Trust Risk Management Services, Inc. 111 Rockville Pike Ste 700 1791 Paysphere Circle Rockville IMD 29850 Chicago, IL 60674 7. R E P R E SE IN TA T 1 V E., Agent or broker-: Trust Risk Management Services, Inc. Office address: 1791 Paysphere Circle i Citty, State, Zip Chicago, IL 60674 Website: w".trustinsurance.com Phone: 1.877.537.9700 P=-131/ 3a (1.41;;7) O 2007 The Trust k S��rata�� Washington State Department of Health By tea authority cf Chaster 18.83 ROW this par -^n 1 Thomas B Roes 3 f S g 7121-11 L, e a. - --z; .T status ACTIVE Ef lacti v., Data Initial011,14,1987 Cr ,dential Nur! f it py CCC()1128 xpi ra to r, Dater 0wc1 C 1201: