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Professional Services Agreement (rev. 09/24/2018)
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PROFESSIONAL SERVICES AGREEMENT
This Agreement is made by and between Kittitas County (hereinafter “the County”)
and Hopesource, a Washington non-profit corporation (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 signed by both parties, and
continue until completion of the project. 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. 09/24/2018)
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IN WITNESS WHEREOF, the parties have executed this Agreement this ____ day
of _____, 2020.
APPROVED:
HopeSource BOARD OF COUNTY COMMISSIONERS
KITTITAS COUNTY, WASHINGTON
___________________________ ______________________________
Signature of Signatory Chairman
(Date __________)
________________________ ______________________________
Print Name of Signatory Vice-Chairman
______________________________
Commissioner
ATTEST: APPROVED AS TO FORM:
_______________________ _________________________________
Douglas R. Mitchell, DPA
☐ Clerk of the Board- Julie Kjorsvik
☐ Deputy Clerk of the Board- Mandy Buchholz
Contractor Address: County’s Address:
700 E. Mountain View Ave. Kittitas County
Suite 501 205 West 5th Avenue, Suite 108
Ellensburg, WA 98926 Ellensburg, WA 98926
Project Contact: Project Contact:
Susan Grindle Judy Pless
509-925-1448 509-962-7502
skgrindle@hopesource.us judy.pless@co.kittitas.wa.us
Professional Services Agreement (rev. 09/24/2018)
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GENERAL CONDITIONS
1. Scope of Contractor's Services:
Contractor agrees to provide to the County services and any materials set forth in the project
narrative identified in Exhibit "A" during the Agreement period. No material, labor, or facilities
will be furnished by the County, unless otherwise provided for in the Agreement.
2. Performance of Work:
Contractor shall perform work in accordance with, and shall comply with, all of the provisions
of this Agreement. All work shall comply with applicable codes and ordinances.
3. Schedule of Performance:
Unless directed otherwise by the County, Contractor shall perform the work in accordance
with any schedules made a part of this Agreement.
4. Definitions:
4.1 “Additional Insureds” 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 following: 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 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 or this Agreement.
4.3 The “Work” means all of the duties listed in Exhibit A and the performance of
all other obligations, under this Agreement by Contractor or its Support.
5. Accounting and Payment for Contractor Services:
Payment to the Contractor for services rendered under this Agreement shall be as set forth
in Exhibit "B". Where Exhibit "B" requires payments by the County, payment shall be based
upon billings, supported unless otherwise provided in Exhibit "B", by documentation of units
of work actually performed and amounts earned, including where appropriate, the actual
number of days worked each month, total number of hours for the month, and the total dollar
payment requested. Unless specifically 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 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 monthly, through the County voucher system, for the
Contractor’s service pursuant to the fee schedule set forth in Exhibit "B".
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6. Assignment and Subcontracting:
No portion of this Agreement may be assigned or subcontracted to any other individual, firm
or entity without the express and prior written approval of the County.
7. Independent Contractor:
The Contractor’s services shall be furnished by the Contractor as an independent Contractor
and nothing herein contained shall be construed to create a relationship of employer-
employee or master-servant, but all payments made hereunder and all services performed
shall 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 specified
in Exhibit "B" and the Contractor is not entitled to any County benefits including, but not
limited to: vacation pay, holiday pay, sick leave pay, medical, dental, or other insurance
benefits, or any other rights or privileges afforded to Kittitas County employees.
Contractor will defend, indemnify and hold harmless the County, its Additional Insureds,
officers, agents or employees from any loss or expense, including but not limited to
settlements, judgments, setoffs, attorneys' fees or costs incurred by reason of claims or
demands because of breach of the provisions of this paragraph.
8. No Guarantee of Employment:
The performance of all or part of this Agreement by the Contractor shall not operate to vest
any employment rights whatsoever and shall not be deemed to guarantee any employment
of the Contractor or any employee 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 acknowledges that the County will not withhold Federal or
State income taxes. Where required by State or Federal law, the Contractor authorizes the
County to make withholding for any taxes other than income taxes (i.e. Medicare). All
compensation received by the Contractor will be reported to the Internal Revenue Service
at the end of the calendar year in accordance with the applicable IRS regulations. It is the
responsibility of the Contractor to make the necessary estimated tax payments throughout
the year, if any, and the Contractor is solely liable 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 law. The Contractor must pay all other taxes including, 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 hold title. The County is exempt from
Federal Excise Tax.
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10. Regulations and Requirement:
This Agreement shall be subject to all laws, rules and regulations of the United States of
America, and State of Washington, and political subdivisions of the State of Washington,
and to any other provisions set forth herein or in the attached exhibits.
11. Right to Review:
This contract is subject to review by any Federal or State auditor. The County or its designee
shall 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 employees, inspection of all records or other materials which the County deems
pertinent to the Agreement and its performance, and any and all communications with or
evaluation by service recipients under this Agreement. The Contractor shall preserve and
maintain all financial records and records relating to the performance of work under this
Agreement for 6 years after contract termination, and shall make them available for such
review, within Kittitas County, State of Washington, upon request.
12. Modifications:
12.1 Either party may request changes in the Agreement. Any and all agreed
modifications shall be in writing, signed by each of the parties.
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, including, but not limited to: (a) changes in, revisions to,
substitutions for, additions to or deletions of any Work; (b) changes in
schedule; and (c) acceleration, deceleration or suspension of performance of
any Work.
12.3 If 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 schedule for the
performance of the Work shall be made to reflect such an increase or
decrease.
12.4 Notwithstanding any dispute or delay in arriving at a mutually 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 County
a written statement setting forth any adjustment claimed.
12.5 If any change results in a decrease in the Work performed, Contractor shall
be entitled to compensation associated with changing the Work, such as
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revising design already completed, revising calculations already performed,
and revising documents.
13. Termination for Default:
If the Contractor defaults by failing to perform any of the obligations of the Agreement or
becomes insolvent 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. mail, postage prepaid, terminate the Agreement, and at
the County's option, obtain performance of the work elsewhere. If the Agreement is
terminated for default, the Contractor shall not be entitled to receive any further payments
under the Agreement until all work called for has been fully performed. Any extra cost or
damage to the County resulting from such default(s) shall be deducted from any money due
or coming due to the Contractor. The Contractor shall bear any extra expenses incurred by
the County in completing the work, and all damage sustained, or which may be sustained
by the County by reason of such default.
If a notice of termination for default has been issued and it is later determined for any reason
that the Contractor was not in default, the rights and obligations of the parties shall be the
same as if the notice of termination had been issued pursuant to the Termination for Public
Convenience paragraph hereof.
14. Termination for Public Convenience:
The County may terminate the Agreement in whole 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 entitled to payment for actual work performed at unit contract prices for completed
items of work. In the event of such termination, an equitable adjustment shall be made in
the compensation payable to Contractor.
An equitable adjustment in the contract price for partially completed items of work will be
made, but such adjustment shall not include provision for loss of anticipated profit on deleted
or uncompleted work. Termination of this Agreement by the County at any time during the
term, whether for default or convenience, shall not constitute a breach of contract by the
County.
15. Defense & Indemnity Agreement:
The Contractor agrees to and shall defend, indemnify and hold harmless the County, its
Additional Insureds, appointed and elective officers, agents and employees, from and
against all loss or expense, including but not limited to judgments, settlements, attorney's
fees and costs by reason of any and all claims and demands upon the County, its Additional
Insureds, its elected or appointed officials, agents, or employees for damages because of
personal or bodily injury, including death at any time resulting therefrom, sustained by any
person or persons and on account of damage to property including loss of use thereof,
whether such injury to persons or damage to property is due to the negligence of the
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Contractor, its sub-Contractors, its elected officers, employees or their agents, except only
such injury or damage as shall have been occasioned by the sole negligence of the County,
its Additional Insureds, appointed or elected officials, agents, or employees. It is further
provided that no liability shall attach to the County by reason of entering into this contract,
except as expressly provided herein.
16. Industrial Insurance Waiver:
With respect to the performance of this Agreement and as to claims against the County, its
Additional Insureds, officers, agents and employees, the Contractor expressly waives its
immunity under Title 51 of the Revised Code of Washington, the Industrial Insurance Act,
for injuries to its employees and agrees that the obligations to indemnify, defend and hold
harmless provided in this agreement 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 Choice of Law:
In the event that any litigation should 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
shall be governed by the law of the State of Washington.
18. Withholding Payment:
In the event the Contractor has failed to perform any obligation to be performed by the
Contractor under this Agreement within the time set forth in this Agreement, then the County
may, upon written notice, withhold all monies due and payable to Contractor, without
penalty, until such failure to perform is cured or otherwise adjudicated.
19. Future Non-Allocation of Funds:
If sufficient funds are not appropriated or allocated for payment under this Agreement for
any future fiscal period, the County will not be obligated to make payments for services or
amounts incurred after the end of the current fiscal period. No penalty or expense shall
accrue to the County in the event this provision applies.
20. Contractor Commitments, Warranties and Representations:
The Contractor represents and warrants to the County as follows:
20.1 The Contractor is duly incorporated, validly 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 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
obligations of the Contractor under this Agreement in accordance with its
terms.
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20.3 This Agreement has been validly executed by an authorized
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 commencement date such
licenses, permits and other authorizations from federal, state and other
governmental authorities, as are necessary for the performance of its
obligations under this Agreement.
20.5 The Contractor is not in violation of any applicable law, ordinance or
regulation the consequence of which will or may materially affect
Contractor's ability to perform its obligations under this Agreement. The
Contractor is not subject to any order or judgment of any court, tribunal or
governmental agency which materially and adversely affects its
operations or assets in the State of Washington, or its ability to perform
its obligations 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 obligations contemplated under this Agreement,
contains or will contain any untrue statement of a material fact or omits or
will omit to state a material fact necessary to make the statements of fact
contained therein not misleading.
21. Patent/Copyright Infringement:
Contractor will defend and indemnify the County from any claimed action, cause or demand
brought against the County; to the extent such action is based on the claim that information
supplied by the Contractor infringes any patent or copyright. The Contractor will pay those
costs and damages attributable to any such claims that are finally awarded against the
County in any action. Such defense and payments are conditioned upon the following:
21.1 Contractor shall be notified promptly in writing by County of any notice of such
claim.
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
claim of infringement is made, provided no reduction in performance or loss
results to the County.
22. Disputes:
22.1 General
Differences between the Contractor and the County, arising under and by
virtue of the Agreement Documents shall be brought to the attention of the
County at the earliest possible time in order that 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 shall be final and conclusive.
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22.2 Notice of Potential Claims
The Contractor shall not be entitled to additional compensation which
otherwise may be payable, 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, unless
the Contractor has given the County a written Notice of Potential Claim within
ten (10) days of the commencement of the act, failure, or event giving rise to
the claim, and before final payment by the County. The written Notice of
Potential Claim shall set forth the reasons for which the Contractor believes
additional compensation or extension of time is due, the nature of the cost
involved, and insofar as possible, the amount of the potential claim. Contractor
shall keep full and complete daily records of the work performed, labor and
material used, and all costs and additional time claimed to be additional.
22.3. Detailed Claim
The Contractor shall not be entitled to claim any such additional
compensation, or extension of time, unless within thirty (30) days of the
completion 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 detailed
written statement of each element of cost or other compensation requested
and of all elements of additional time required, and copies of any supporting
documents evidencing the amount or extension of time claimed to be due.
23. Ownership of Items Produced:
All writings, programs, data, public records or other materials prepared by the Contractor
and/or its consultants or sub-Contractors, in connection with performance of this Agreement
shall be the sole and absolute property of the County.
24. Confidentiality:
The Contractor, its employees, sub-Contractors, and their employees shall maintain the
confidentiality of all 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 shall immediately give to the County notice of any judicial
proceedings seeking disclosure of such information. Contractor shall indemnify and hold
harmless the County, its Additional Insureds, officials, agents or employees from all loss or
expense, including, but not limited to settlements, judgments, setoffs, attorneys' fees and
costs resulting 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:
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Except as set forth elsewhere in the Agreement, for all purposes under this Agreement,
except service of process, notice shall 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 108, Ellensburg, WA 98926. Notice to the Contractor
for all purposes under this Agreement shall be given to the address reflected on the
signature page. Notice may be given by delivery or by depositing in the U.S. Mail, first class,
postage prepaid.
26. Severability:
If any term or condition of this Agreement or the application thereof to any person(s) or
circumstances is held invalid, such invalidity shall not affect other terms, conditions or
applications which can be given effect without the invalid term, condition or application. To
this end, the terms and conditions of this Agreement are declared severable.
27. Miscellaneous:
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 shall 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 shall be and remain in full force and
effect.
27.2 This Agreement embodies the entire Agreement between the County and
Contractor, and supersedes any and all prior agreements, regarding the
Work. No change, amendment or modification of any provisions of this
Agreement shall be valid unless set forth in a written instrument signed by the
party to be bound thereby.
27.3 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 limit 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.
27.4 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 shall not be deemed a waiver of any
prior or subsequent breach. No terms or conditions of this Agreement shall be held to be
waived, modified or deleted except by an instrument, in writing, signed by the 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,
31, and 32 shall survive, notwithstanding the termination or invalidity of this Agreement for
any reason.
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30. Nondiscrimination:
30.1 The County is an equal opportunity employer.
30.2 Nondiscrimination in Employment
In the performance of this Agreement, the Contractor will not
discriminate against any employee or applicant for employment on the
grounds of race, creed, color, national origin, sex, sexual orientation,
marital status, age or the presence of any sensory, mental or
physical handicap; provided that the prohibition against discrimination
in employment because of handicap shall not apply if the particular
disability prevents the proper performance of the particular worker
involved. The Contractor shall ensure that applicants are employed,
and that employees are treated during employment without
discrimination because of their race, creed, color, national origin, sex,
sexual orientation, marital status, age or the presence of any sensory,
mental or physical handicap. Such action shall include, but not be
limited 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 including
apprenticeships. The Contractor shall take such action with respect to
this Agreement as may be required to ensure full compliance with
local, state and federal laws prohibiting discrimination in employment.
30.3 Nondiscrimination in Services
The Contractor will not discriminate against any recipient of any services
or benefits provided for in this Agreement on the grounds of race,
creed, color, national origin, sex, sexual orientation, marital status, 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 shall include appropriate
safeguards against discrimination. The Contractor shall take such
action as may be required to ensure full compliance with the
provisions in the immediately preceding paragraphs herein.
31. Prevailing Wage:
Contractor shall pay the prevailing rate of wages to all workers, laborers, or mechanics
employed in the performance of any part of the Work in accordance with RCW 39.12
and the rules and regulations of the Department of Labor and Industries. The schedule
of prevailing wages rates for the locality or localities of the Work is determined by the
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Industrial Statistician of the Department of Labor and Industries. It is the Contractor's
responsibility to verify the applicable prevailing wage rate. It is understood that the
Contractor is responsible for obtaining and completing all required government forms
and submitting same to the proper authorities.
Disputes regarding prevailing wage rates shall be referred for arbitration to the Director
of the Department of Labor and Industries. The arbitration decision shall be final and
conclusive and binding on all parties involved in the dispute as provided for by RCW
39.12.060.
32. Debarment Certification:
The Contractor certifies that it:
32.1 Is not presently debarred, suspended, proposed for debarment, declared
ineligible or voluntarily excluded 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 civil judgment rendered
against them for commission of fraud or a criminal offense in connection
with obtaining, attempting to obtain, or performing a public or private
agreement or transaction, violation of Federal or State antitrust statutes or
commission of embezzlement, theft, forgery, bribery, falsification or
destruction of records, making false statements, tax evasion, receiving
stolen property, making false claims, or obstruction of justice.
32.3 Is not presently indicted for or otherwise criminally or civilly charged by a
governmental entity (Federal, State, or local) with commission of any of
the offenses enumerated in paragraph 32.2 of 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 public transactions
(Federal, State, or local) terminated for cause of default.
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EXHIBIT "A"
SCOPE OF WORK
In addition to providing all material and labor, the Contractor shall perform the following:
The CONTRACTOR will provide services and staff, and otherwise do all things
necessary for or incidental to the performance of work, as set forth below:
As described in the OFM Interlocal Contract #K3102, a copy of which is attached hereto
and incorporated by reference. Work consistent with the standards and requirements
of this Agreement that has been already performed under the authority of Kittitas
County Board of County Commissioners Resolution #2019-179 shall be billed for and
compensated as provided herein as this Agreement and the Resolution under which it
is authorized are intended to and do replace #2019-179.
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EXHIBIT "B"
COMPENSATION
As full compensation for satisfactory performance of the work, the County shall pay
Contractor compensation not to exceed:
As described in the OFM Interlocal Contract #K3102, a copy of which is attached hereto
and incorporated by reference.
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EXHIBIT "C"
PROOF OF INSURANCE
The Contractor shall secure and maintain in effect at all times during performance of the
Work such insurance as will protect Contractor, its Support and the Additional Insureds
from all claims, losses, harm, costs, liabilities, damages and expenses arising out of
personal injury (including death) or property damage that may result from performance of
the work or this Agreement, whether such performance is by Contractor or any of its
Support.
All insurance shall be issued by companies admitted to do business in the State of
Washington and have a rating of A-, Class VII or better in the most recently published
edition of Best’s Reports unless otherwise approved by the County. If an insurer is not
admitted, all insurance policies and procedures for issuing the insurance policies must
comply with Chapter 48.15 RCW and 284-15 WAC.
The Contractor shall provide proof of insurance for:
Commercial General Liability Insurance
Coverage limits not less than:
• $5,000,000 per occurrence
• $1,000,000 per occurrence liquor liability
• $1,000,000 products & completed operations aggregate
• $1,000,000 personal and advertising injury, each offense
• Certificate Holder – Kittitas County
• The Certificate must name the County as additional insured
• Sixty (60) days written notice to the County of cancellation of the insurance
policy
Commercial Automobile Liability Insurance (if ANY use of vehicle in performance)
Automobile Liability for owned, non-owned, hired, and leased vehicles (MCS 90
endorsement and a CA 9946 endorsement must be attached if ‘pollutants’ are to be
transported)
Coverage limits not less than:
• $1,000,000 combined single limit
Thirty (30) days written notice to the County of cancellation
of the insurance policy.
Additional Coverage May Be Required:
Workers’ Compensation
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Workers’ Compensation in amounts required by law
Stop Gap/Employers Liability
Coverage limits not less than:
• $1,000,000 each accident
• $1,000,000 disease – policy limit
• $1,000,000 disease – each employee
Thirty (30) days written notice to the County of cancellation
of the insurance policy.
Professional Liability
The Contractor and/or its Subcontractor and/or its consultant providing
professional services shall provide evidence of Professional Liability Insurance
covering professional errors and omissions. Such policy must provide the following
minimum limits:
$1,000,000 per claim
$2,000,000 annual aggregate
If insurance is on a claims-made form, its retroactive date, and that of all
subsequent renewals, shall be no later than the effective date of this
Agreement.
Pollution Liability
The Contractor shall provide a Pollution Liability policy, providing coverage for
claims involving bodily injury, property damage (including loss of use of tangible
property that has not been physically injured), cleanup costs, remediation, disposal
or other handling of pollutants, including costs and expenses incurred in the
investigation, defense, or settlement of claims arising out of:
• Contractor’s operations related to this project; and/or
• Remediation, abatement, repair, maintenance or other work with lead-based
paint or materials containing asbestos; and/or
• Transportation of hazardous materials away from any site related to this project
Such Pollution Liability policy shall provide the following minimum coverage:
$ per claim
$ annual aggregate
Property Damage
The Contractor shall provide a policy that covers damage to Kittitas County
facilities, including buildings, equipment, grounds, etc. Such policy shall provide
the following minimum coverage:
• $ per occurrence
Umbrella Coverage
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Umbrella policies shall provide coverage at least as broad as specified for
underlying coverages (CGL, Auto, Employer’s Liability) and cover those insured in
the underlying policies, including additional insured.
• Amount required for this Agreement: $
Contractor shall furnish the County a Certificate of Insurance to include the Policy
Endorsements/Exclusions as evidence that policies providing insurance required by this
Agreement are in full force and effect. Contractor hereby waives all rights of recourse,
including any right to which another may be subrogated, against Kittitas County for
personal injury, including death, and property damage. Contractor’s insurance policies
required above shall be primary insurance and shall be non-contributing with any
other insurance maintained by Kittitas County.
The Contractor shall assume full responsibility for all loss or damage from any cause
whatsoever to any tools, Contractor’s employee-owned tools, machinery, equipment, or
motor vehicles owned or rented by the Contractor, or the Contractor’s agents, suppliers
or contractors as well as to any temporary structures, scaffolding and protective fences.
The Contractor shall have sole responsibility for ensuring the insurance coverage and
limits required are obtained by subcontractors.
NOTE: No contract shall form until and unless a copy of the Certificate of
Insurance with Endorsements/Exclusions, properly completed and in the amount
required, is attached hereto.
Failure of the Contractor to fully comply with the above insurance requirements during
the term of the Agreement shall be considered a material breach of contract and cause
for immediate termination of the Agreement at the County’s discretion. Alternatively, the
County may procure and maintain, at the Contractor’s sole expense, insurance to the
extent deemed proper up to the amount of the required coverage(s). The County may
offset the cost of such insurance against payment due to the Contractor under this
Agreement.
lnterlocal Contract
Between the
State of Washington
Office of Financial Management
and
Kittitas County
This Contract, OFM Contract No. K3012, is made and entered into by and between the state of
Washington, Office of Financial Management, hereinafter referred to as the "AGENCY" and the
below name firm, hereinafter referred to as "CONTRACTOR."
Contractor Name:
Address:
City, State, Zip Code:
Phone:
e-mail:
Kittitas County
205 West 5th Ave., Suite 105
Ellensburg, WA 98926
so9-962-7542
judy.pless@co.kittitas.wa.us
L. PURPOSE
Every 10 years, the federal government conducts a census to count every resident in the
nation-and the next decennial census begins in mid-March 202A and wraps up at the end of
July 2020. A complete and accurate count of the population in Washington is essential because
the collected data will determine the number of seats each state has in the US House of
Representatives, and also will be used to distribute billions of dollars in federal funds to state
and local communities for important health, education, housing, infrastructure, and rural
assistance programs. Additionally, private and public agencies, organizations, businesses, and
institutions will use census data to help determine where to build schools, roads, healthcare
facilities, child care and senior centers, grocery stores, and new factories.
Recognizing the need for a complete count of all Washingtonians during the 2020 Census, the
Washington Legislature appropriated to OFM money and a directive that it establish with
nonprofit organizations and local and tribal governments deliverable-based outreach contracts
to conduct outreach and census participation campaigns through community messengers,
targeted especially at historically undercounted populations.
The purpose of this contract is to educate Washington residents about the 2020 census,
mobilize "trusted messengers" within communities to build confidence and support broad
participation in the census, support maximum self-response to the 2020 Census, and support
cooperation in the Non-Response Follow-Up (NRFU) effort.
2, SCOPE OF WORK
a. Exhibit A, attached hereto and incorporated by reference, contains the General Terms
and Conditions governing work to be performed under this contract, the nature of the
working relationship between the AGENCY and the CONTRACTOR, and specific
obligations of both parties.
b. The CONTRACTOR will provide services and stafl and otherwise do allthings necessary
for or incidental to the performance of work, as set forth in Exhibit B, Scope of
Work/Deliverables.
OFM CONTRACT NO. K3012 Page 1 of2L
3. PERIOD OF PERFORMANCE
The period of performance under this contract will be January 2,2020, or date of execution,
whichever is latest, through May 31, 2O2O, or a date mutually agreed upon by the AGENCY and
the CONTRACTOR.
4. COMPENSATION
Totalcompensation payable to CONTRACTOR for satisfactory performance of the work under
this contract shall not exceed Thirty Four Thousand Seven Hundred Dollars (534,700.00)
including all travel and per diem expenses.
s. FttUNG PROCEDURE AND PAYMEN?
AGENCY will pay CONTRACTOR upon acceptance of service provided and receipt and approval of
a properly completed invoice, which shall be submitted to the Contract Manager per Exhibit B,
Scope of Work/Deliverables.
The invoice shall describe and document, to the AGENCY'S satisfaction, a description of the work
performed and the fees. The invoice shall include reference to OFM Contract No. K3012.
Payment shall be considered timely if made by the AGENCY within thirty (30) calendar days after
receipt of the properly completed invoice. Payment shall be sent to the address designated by
the CONTRACTOR.
The AGENCY may, in its sole discretion, terminate the contract or withhold payments claimed by
the CONTRACTOR for services rendered if the CONTRACTOR fails to satisfactorily comply with
any term or condition of this contract.
No payment in advance or in anticipation of services or supplies to be provided under this
contract shall be made by the AGENCY.
6. STATEWTDE VENDOR RFGTS"TRAT|ON
Contractors are required to be registered in the Statewide Vendor Payment system,
httpsf/ofm.wa.eoyy'itfvstemqfstatewlde-vendomavee-serviceslrgceivine.navment-state prior
to submitting a request for payment under this Contract. No payment shall be made until the
registration is completed.
7. CONTRACT MANAGEMENT
The Contract Manager for each of the parties shall be the contact person for all communications
and billings regarding the performance of this contract.
CONTRACTOR Contract Manager lnformation:AGENCY Contract Manager lnformation:
Judy Pless
205 Eest 5th Ave., Suite 105
Ellensburg, WA 98926
509-062-7502
J udy. pless@co. kittitas.wa.us
Lisa McLean
PO Box 43L24
Olympia, WA 98504-3124
350-902-0584
Lisa. McLean @ofm.wa.gov
OFM CONTRACT NO. K3O].2 Page 2 of 2L
8. CONTRACT AMENDMENTS
With the exception of administrative changes, the contract may be changed, modified or
amended only by written agreement executed by both parties. ln the case of administrative
changes, both parties agree that changes can be memorialized by letter.
9. INSURANCE
CONTRACTOR certifies that it is self-insured, and is a member of a risk pool. The CONTRACTOR
shall pay for losses for which it is found liable.
10. ASSURANCES
AGENCY and the CONTRACTOR agree that all activity pursuant to this contract will be in
accordance with all the applicable current federal, state and local laws, rules, and regulations
tt.
Throughout the performance period of this contract, CONTRACTOR will make extensive contact
with community members who are not parties to this agreement and may receive information
from such community members, personal or otherwise. lnformation collected, used, or acquired
in connection with this contract shall be protected against unauthorized use, disclosure,
modification or loss, and CONTRACTOR shall ensure its directors, officers, employees,
subcontractors, or agents use any information obtained solely for the purposes of accomplishing
the seruices set forth herein. Any breach of this provision may result in termination of the
contract. The CONTRACTOR agrees to indemniry and hold harmless the AGENCY for any
damages related to the CONTRACTOR'S unauthorized use of this information.
L2.
Per Section 131 of the 20L9-2t operating budget (Chapter 415, Laws of 201-9), no funds
provided to CONTRACTOR pursuant to this Contract may be used for political purposes,
including but not limited to lobbying, and encouraging campaign contributions. Any breach of
this provision may result in termination of the contract.
13. SUBCONTRACTORS
ln accordance with clause #32 of Exhibit A, SUBCONTRACTING, CONTRACTOR shall provide to
AGENCY a list of all subcontractors that will be engaged as part of this CONTRACT.
14. ORDER OF PRECEDENCE
Each of the exhibits listed below is by this reference hereby incorporated into this contract. ln
the event of an inconsistency in this contract, the inconsistency shall be resolved by giving
precedence in the following order:
o Applicable federal and state of Washington statutes and regulations
o Special terms and conditions as contained in this basic contract instrument
. Exhibit A - General Terms and Conditions
o Exhibit B - Scope of Work/Deliverables
. Any other provision, term or material incorporated herein by reference or otherwise
incorporated
OFM CONTRACT NO. K3012 Page 3 of 21
15. ENTTRE AG.ftEEMEIUT
This contract, including referenced exhibits, represents all the terms and conditions agreed
upon by the parties. No other statements or representations, written or oral, shall be deemed a
part hereof.
16, CONFORMANCE
lf any provision of this contract violates any statute or rule of law of the state of Washington, it
is considered modified to conform to that statute or rule of law.
17. APPROVAL
This contract shall be subject to the written approval of the AGENCY'S authorized representative
and shall not be binding until so approved, The contract may be altered, amended, or waived
only by a written amendment executed by both parties.
NAME OF CONTRACTOR OFFICE OF FINANCIAL MANAGEMENT
Signature Bonnie Lindstrom
Title Date Contracts Administrator Date
OFM CONTRACT NO. K3012 Page 4 of 21
EXHIBIT A .
GENERAL TERMS AND CONDITIONS
1. DEFINITIONS
As used throughout this contract, the following terms shall have the meaning set forth below:
"AGENCY" shall mean the Office of Financial Management of the State of
Washington, any division, section, office, unit or other entity of the AGENCY, or any
of the officers or other officials lawfully representing that AGENCY.
"AGENT" shall mean the Director, andf or the delegate authorized in writing to act
on the Director's behalf.
"CONTRACTOR" shall mean that firm, provider, organization, individual or other
entity performing service(s) under this contract, and shall include all employees of
the CONTRACTOR.
"SUBCONTRACTOR" shall mean one not in the employment of the CONTRACTOR,
who is performing all or part of those services under this contract under a separate
contract with the CONTRACTOR. The terms 'SUBCONTRACTOR" and
"SUBCONTRACTORS" means SUBCONTRACTOR(s) in any tier.
2. ACCESSTO DATA
ln compliance with RCW 39.26.180(2), the CONTRACTOR shall provide access to data generated
under this contract to AGENCY, the Joint Legislative Audit and Review Committee, and the State
Auditor at no additional cost. This includes access to all information that supports the findings,
conclusions, and recommendations of the CONTRACTOR'5 reports, including computer models
and methodology for those models.
3. ADVANCE PAYMENTS PROHIBITED
No payments in advance of or in anticipation of goods or services to be provided under this
contract shall be made by the AGENCY.
4. AMENDMENTS
With the exception of administrative changes, this contract may be amended by mutual
agreement of the parties. Such amendments shall not be binding unless they are in writing and
signed by personnel authorized to bind each of the parties. ln the case of administrative
changes, both parties agree that changes can be memorialized by tetter.
a.
b
c.
d
OFM CONTRACT NO. K3012 Page 5 of 21
5 AMERICANS WITH DISABILITIES ACT (ADA) OF 1990, PUBLIC tAW 101-336, also
referred to as the "ADA" 28 CFR Part 35
The CONTRACTOR must comply with the ADA, which provides comprehensive civil rights
protection to individuals with disabilities in the areas of employment, public accommodations,
state and local government services, and telecommunications.
6. ASSIGNMENT
Neither this contract, nor any claim arising under this contract, shall be transferred or assigned
by the CONTRACTOR without prior written consent of the AGENCY.
7. ATTORNEYS'FEES
ln the event of litigation or other action brought to enforce contract terms, each party agrees to
bear its own attorney fees and costs.
8. CONFIDENTIALIrySAFEGUARDINGOFINFORMATION
The CONTRACTOR shall not use or disclose any information concerning the AGENCY, or
information that may be classified as confidential, for any purpose not directly connected with
the administration of this contract, except with prior written consent of the AGENCY, or as rnay
be required by law.
9, CONFUCT OF INTEREST
Notwithstanding any determination by the Executive Ethics Board or other tribunal, the AGENCY
may, in its sole discretion, by written notice to the CONTRACTOR terminate this contract if it is
found after due notice and examination by the AGENT that there is a violation of the Ethics in
Public Service Act, Chapter 42.52 RCW; or any similar statute involving the CONTRACTOR in the
procurement of, or performance under this contract.
ln the event this contract is terminated as provided above, the AGENCY shall be entitled to
pursue the same remedies against the CONTRACTOR as it could pursue in the event of a breach
of the contract by the CONTRACTOR. The rights and remedies of the AGENCY provided for in
this clause shall not be exclusive and are in addition to any other rights and remedies provided
by law. The existence of facts upon which the AGENT makes any determination under this
clause shall be an issue and may be reviewed as provided in the "Disputes" clause of this
contract.
OFM CONTRACT NO. K3012 Page 6 of 21
10. COPYRIGHT PROVISIONS
Unless otherwise provided, all materials produced under this contract shall be considered
"works for hire" as defined by the U.S. Copyright Act and shall be owned by the AGENCY. The
AGENCY shall be considered the author of such materials. ln the event the materials are not
considered "works for hire" under the U.S. Copyright laws, CONTRACTOR hereby irrevocably
assigns all right, title, and interest in materials, including all intellectual property rights, to the
AGENCY effective from the moment of creation of such materials.
Materials means all items in any format and includes, but is not limited to, data, reports,
documents, pamphlets, advertisements, books, magazines, surveys, studies, computer
programs, films, tapes, andf or sound reproductions. Ownership includes the right to copyright,
patent, register and the ability to transfer these rights.
For materials that are delivered under the contract, but that incorporate pre-existing materials
not produced under the contract, CONTRACTOR hereby grants to the AGENCY a nonexclusive,
royalty-free, irrevocable license (with rights to sublicense others) in such materials to translate,
reproduce, distribute, prepare derivative works, publicly perform, and publicly display. The
CONTRACTOR warrants and represents that CONTRACTOR has all rights and permissions,
including intellectual property rights, moral rights and rights of publicity, necessary to grant such
a license to the AGENCY.
The CONTRACTOR shall exert all reasonable effort to advise the AGENCY, at the time of delivery
of materials furnished under this contract, of all known or potential invasions of privacy
contained therein and of any portion of such document that was not produced in the
performance of this contract.
The AGENCY shall receive prompt written notice of each notice or claim of infringement
received by the CONTRACTOR with respect to any data delivered under this contract. The
AGENCY shall have the right to modifiy or remove any restrictive markings placed upon the data
by the CONTRACTOR.
LI. COVENANT AGAINST CONTINGENT FEES
The CONTRACTOR warrants that no person or selling agent has been employed or retained to
solicit or secure this contract upon an agreement or understanding for a commission,
percentage, brokerage or contingent fee, excepting bona fide employees or bona fide
established agents maintained by the CONTRACTOR for securing business.
The AGENCY shall have the right, in the event of breach of this clause by the CONTRACTOR, to
annul this contract without liability or, in its discretion, to deduct from the contract price or
consideration or recover by other means the full amount of such commission, percentage,
brokerage or contingent fee.
OFM CONTRACT NO. K3012 PageT of2L
L2.DEBARMENT: CERTIFICATION REGARDING DEBARMENT, SUSPENSI ON OR
INELIGIBILITY AND VOLUNTARV EXCLUSION_PRIMARY AND LOWER TIER COVERED
TRANSACTIONS
a. CONTRACTOR, defined as the primary participant and it principals, certifies by signing
these General Terms and Conditions that to the best of its knowledge and belief that they:
1) Are not presently debarred, suspended, proposed for debarment, declared
ineligible, orvoluntarily excluded from covered transactions by any Federal
department or agency.
2l Have not within a three-year period preceding this Contract, been convicted of
or had a civil judgment rendered against them for commission of fraud or a
criminal offense in connection with obtaining, attempting to obtain, or
performing a public or private agreement or transaction, violation of Federal or
State antitrust statutes or commission of embezzlement, theft, forgery, bribery,
falsification or destruction of records, making false statements, tax evasion,
receiving stolen property, making false claims, or obstruction of justice;
3) Are not presently indicted for or otherwise criminally or civilly charged by a
governmental entity (Federal, State, or local) with commission of any of the
offenses enumerated in paragraph (rXb) of federal Executive Order L2549; and
4l Have not within a three-year period preceding the signing of this Contract had
one or more public transactions (Federal, State, or local) terminated for cause of
default.
b. Where the CONTRACTOR is unable to certify to any of the statements in this Contract,
the CONTRACTOR shall attach an explanation to this Contract.
The CONTRACTOR agrees by signing this Contract that it shall not knowingly enter into
any lower tier covered transaction with a person who is debarred, suspended, declared
ineligible, or voluntarily excluded from participation in this covered transaction, unless
authorized by AGENCY.
d. The CONTRACTOR further agrees by signing this Contract that it will include the clause
titled "Certification Regarding Debarment, Suspension, lneligibility and Voluntary
Exclusion-Lower Tier Covered Transaction," as follows, without modification, in all lower
tier covered transactions and in all solicitations for lower tier covered transactions:
c
OFM CONTRACT NO. K3012 Page 8 of 21
LOWER TIER COVERED TRANSACTIONS
L) The lower tier CONTRACTOR certifies, by signing this Contract that neither it nor
its principals is presently debarred, suspended, proposed for debarment,
declared ineligible, or voluntarily excluded from participation in this transaction
by any Federal department or agency.
2l Where the lower tier CONTRACTOR is unable to certify to any of the statements
in this Contract, such contractor shall attach an explanation to this Conftact.
e The terms covered transaction, debarred, suspended, ineligible, lower tier covered
transaction, person, primary covered transaction, principal, and voluntarily excluded, as
used in this section, have the meanings set out in the Definitions and Coverage sections
of the rules implementing Executive Order 1,2549. You may contact AGENCY for
assistance in obtaining a copy of these regulations.
13. DTSATLOWED COSTS
The CONTRACTOR is responsible for any audit exceptions or disallowed costs incurred by its own
organization or that of its Subcontractors.
L4. DISPUTES
Except as otherwise provided in this contract, when a dispute arises between the parties and it
cannot be resolved by direct negotiation, either party may request a dispute hearing with
AGENT.
a. The request for a dispute hearing must:
r Be in writing;
r State the disputed issue(s);
, State the relative positions of the parties;
r State the CONTRACTOR'S name, address, and contract number; and
r Be mailed to the AGENT and the other party's (respondent's) contract manager
within 3 working calendar days after the parties agree that they cannot resolve the
dispute.
b. The respondent shall send a written answer to the requester's statement to both the
agent and the requester within 5 working calendar days.
c. The AGENT shall review the written statements and reply in writing to both parties
within 10 working days. The AGENT may extend this period if necessary by notifying the
parties.
OFM CONTRACT NO. K3012 Page 9 of 21
d. The parties agree that this dispute process shall precede any action in a judicial or quasi-
judicial tribunal.
Nothing in this contract shall be construed to limit the parties' choice of a mutually acceptable
alternate dispute resolution method in addition to the dispute resolution procedure outlined
above.
15. DUPTICATE PAYMENT
The AGENCY shall not pay the CONTRACTOR, if the CONTRACTOR has charged or will charge the
State of Washington or any other party under any other contract or agreement, for the same
services or expenses.
16. CONTRACTORCERTIFICATIONREGARDINGETHICS
By signing this Agreement, the CONTRACTOR certifies that it is in compliance with Chapter +2.23
RCW and shall comply with Chapter 42.23 RCW throughout the term of this agreement.
T7. GOVERNING LAW
This contract shall be construed and interpreted in accordance with the laws of the State of
Washington, and the venue of any action brought hereunder shall be in the Superior Court for
Thurston County.
18. INDEMNIFICATION
To the fullest extent permitted by law, CONTRACTOR shall indemnify, defend, and hold harmless
State, agencies of State and all officials, agents and employees of State, from and against all
claims for injuries or death arising out of or resulting from the performance of the contract.
"Claim," as used in this contract, means any financial loss, claim, suit, action, damage, or
expense, including but not limited to attorney's fees, attributable for bodily injury, sickness,
disease, or death, or injury to or destruction of tangible property including loss of use resulting
therefrom.
CONTRACTOR'S obligations to indemnify, defend, and hold harmless includes any claim by
CONTRACTORS' agents, employees, representatives, or any subcontractor or its employees.
CONTRACTOR expressly agrees to indemnifli, defend, and hold harmless the State for any claim
arising out of or incident to CONTRACTOR'S or any subcontractor's performance or failure to
perform the contract. CONTRACTOR'S obligation to indemnify, defend, and hold harmless the
State shall not be eliminated or reduced by any actual or alleged concurrent negligence of State
or its agents, agencies, employees and officials.
CONTRACTOR waives its immunity under Title 51 RCW to the extent it is required to indemnify,
defend and hold harmless State and its agencies, officials, agents or employees.
OFM CONTRACT NO. K3012 Page 1-0 of 21
19. INDEPENDENT CAPACIW OF THE CONTRACTOR
The parties intend that an independent contractor relationship will be created by this contract.
The CONTRACTOR and his or her employees or agents performing under this contract are not
employees or agents of the AGENCY. The CONTRACTOR will not hold himself/herself out as or
claim to be an officer or employee of the AGENCY or of the State of Washington by reason
hereof, nor will the CONTRACTOR make any claim of right, privilege or benefit that would accrue
to such employee under law. Conduct and control of the work will be solely with the
CONTRACTOR.
20. INDUSTRIAL INSURANCE COVERAGE
The CONTRACTOR shall comply with the provisions of Title 51 RCW, lndustrial lnsurance. lf the
CONTRACTOR fails to provide industrial insurance coverage or fails to pay premiums or penalties
on behalf of its employees, as may be required by law, AGENCY may collect from the
CONTRACTOR the full amount payable to the lndustrial lnsurance accident fund. The AGENCY
may deduct the amount owed by the CONTRACTOR to the accident fund from the amount
payable to the CONTRACTOR by the AGENCY under this contract, and transmit the deducted
amount to the Department of Labor and lndustries, (L&l) Division of lnsurance Services. This
provision does not waive any of L&l's rights to collect from the CONTRACTOR.
2t. LtcENStN6,ACCREDTTAT|ONANDREGISTRATION
The CONTRACTOR shall comply with all applicable local, state, and federal licensing,
accreditation and registration requirements/standards, necessary for the performance of this
contract.
22. IIMITATION OF AUTHORITY
Only the AGENT or AGENT,S delegate by writing (delegation to be made prior to action) shall
have the express, implied, or apparent authority to alter, amend, modifo, or waive any clause or
condition of this contract. Furthermore, any alteration, amendment, modification, or waiver or
any clause or condition of this contract is not effective or binding unless made in writing and
signed by the AGENT.
OFM CONTRACT NO. K301.2 Page lL of 2L
23. NONCOMPTIANCEWITHNONDISCRIMINATIONTAWS
ln the event of the CONTRACTOR'S non-compliance or refusal to comply with any
nondiscrimination law, regulation, or policy, this contract may be rescinded, canceled or
terminated in whole or in part, and the CONTRACTOR may be declared ineligible for further
contracts with the AGENCY. The CONTRACTOR shall, however, be given a reasonable time in
which to cure this noncompliance. Any dispute may be resolved in accordance with the
"Disputes" procedure set forth herein.
24. NONDISCRIMINATION
During the performance of this contract, the CONTRACTOR shallcomply with allfederaland
state nondiscrimination laws, regulations and policies.
25. PRIVACY
Personal information including, but not limited to, "Protected Health lnformation," collected,
used, or acquired in connection with this contract shall be protected against unauthorized use,
disclosure, modification or loss. CONTRACTOR shall ensure its directors, officers, employees,
subcontractors or agents use personal information solely for the purposes of accomplishing the
services set forth herein. CONTRACTOR and its subcontractors agree not to release, divulge,
publish, transfer, sell or otherwise make known to unauthorized persons personal information
without the express written consent of the agency or as otherwise required by law.
Any breach of this provision may result in termination of the contract and the demand for
return of all personal information. The CONTRACTOR agrees to indemnify and hold harmless
the AGENCY for any damages related to the CONTRACIOR'S unauthorized use of personal
information.
26, PUBLICITY
The CONTRACTOR agrees to submit to the AGENCY all advertising and publicity matters relating
to this contract wherein the AGENCY'S name is mentioned or language used from which the
connection of the AGENCY'S name may, in the AGENCY'S judgment, be inferred or implied. The
CONTRACTOR agrees not to publish or use such advertising and publicity matters without the
prior written consent of the AGENCY.
27. RECORDSMAINTENANCE
The CONTRACTOR shall maintain books, records, documents, data and other evidence relating
to this contract and performance of the services described herein, including but not limited to
accounting procedures and practices that sufficiently and properly reflect all direct and indirect
costs of any nature expended in the performance of this contract,
OFM CONTRACT NO. K301.2 Page 12 of 2L
CONTRACTOR shall retain such records for a period of six years following the date of final
payment. At no additional cost, these records, including materials generated under the
contract, shall be subject at all reasonable times to inspection, review or audit by the AGENCY,
personnel duly authorized by the AGENCY, the Office of the State Auditor, and federal and state
officials so authorized by law, regulation or agreement.
lf any litigation, claim or audit is started before the expiration of the six (5) year period, the
records shall be retained until all litigation, claims, or audit findings involving the records have
been resolved.
28, REGISTRATION WITH DEPARTMENT OF REVENUE
The CONTRACTOR shallcomplete registration with the Washington State Department of
Revenue and be responsible for payment of all taxes due on payments made under this
contract.
29. RIGHT OF INSPECTION
The CONTRACTOR shall provide right of access to its facilities to the AGENCY, or any of its
officers, or to any other authorized agent or official of the state of Washington or the federal
government, at all reasonable times, in order to monitor and evaluate performance,
compliance , andf or quality assurance under this contract.
30. sAvrNGs
ln the event funding from state, federal, or other sources is withdrawn, reduced, or limited in
any way after the effective date of this contract and prior to normal completion, the AGENCY
may terminate the contract under the "Termination for Convenience" clause, without the ten-
day notice requirement, subject to renegotiation at the AGENCY'S discretion under those new
funding limitations and conditions.
31. SEVERABILIW
The provisions of this contract are intended to be severable. lf any term or provision is illegal or
invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the
remainder of the contract.
92, SITE SECURITY
While on AGENCY premises, CONTRACTOR, its agents, employees, or subcontractors shall
conform in all respects with physical, fire or other security policies or regulations.
OFM CONTRACT NO. K3OL2 Page 13 of21
33. SUBCONTRACTING
Neither the CONTRACTOR nor any SUBCONTRACTOR shall enter into subcontracts for any of the
work contemplated under this contract without obtaining prior written approval of the AGENCY.
ln no event shall the existence of the subcontract operate to release or reduce the liability of the
CONTRACTOR to the AGENCY for any breach in the performance of the contractor's duties. This
clause does not include contracts of employment between the CONTRACTOR and personnel
assigned to work under this contract.
Additionally, the CONTRACTOR is responsible for ensuring that all terms, conditions, assurances
and certifications set forth in this agreement are carried forward to any subcontracts.
CONTRACTOR and its subcontractors agree not to release, divulge, publish, transfer, sell or
otherwise make known to unauthorized persons personal information without the express
written consent of the agency or as provided by law.
34. TAXES
All payments accrued because of payroll taxes, unemployment contributions, any other taxes,
insurance or other expenses for the CONTRACTOR or its staff shall be the sole responsibility of
the CONTRACTOR.
35. TERMINATION DUE TO CHANGE IN FUNDING
lf the funds AGENCY relied upon to establish this Contract are withdrawn or reduced, or if
additional or modified conditions are placed on such funding, AGENCY may immediately
terminate this Contract by providing written notice to the CONTRACTOR. The termination shall
be effective on the date specified in the notice of termination.
36. TERMINATION FOR CAUSE
ln the event the AGENCY determines the CONTRACTOR has failed to comply with the conditions
of this contract in a timely manner, the AGENCY has the right to suspend or terminate this
contract. Before suspending or terminating the contract, the AGENCY shall notifu the
CONTRACTOR in writing of the need to take corrective action. lf corrective action is not taken
within 30 calendar days, the contract may be terminated or suspended.
ln the event of termination or suspension, the CONTRACTOR shall be liable for damages as
authorized by law including, but not limited to, any cost difference between the original
contract and the replacement or cover contract and all administrative costs directly related to
the replacement contract, e.8., cost of the competitive bidding, mailing, advertising and staff
time.
The AGENCY reserves the right to suspend all or part of the contract, withhold further
payments, or prohibit the CONTRACTOR from incurring additional obligations of funds during
investigation of the alleged compliance breach and pending corrective action bythe
OFM CONTRACT NO. K3012 Page L4 of 2L
CONTRACTOR or a decision by the AGENCY to terminate the contract. A termination shall be
deemed a "Termination for Convenience" if it is determined that the CONTRACTOR: (L) was not
in defaulU or (2) failure to perform was outside of his or her control, fault or negligence.
The rights and remedies of the AGENCY provided in this contract are not exclusive and are, in
addition to any other rights and remedies, provided by law.
37. TERMINATION FOR CONVENIENCE
Except as otherwise provided in this contract, the AGENCY may, by 10 calendar days written
notice, beginning on the second day after the mailing, terminate this contract, in whole or in
part. lf this contract is so terminated, the AGENCY shall be liable only for payment required
under the terms of this contract for services rendered or goods delivered prior to the effective
date of termination.
38. TERMINATION PROCEDURES
Upon termination of this contract, the AGENCY, in addition to any other rights provided in this
contract, may require the CONTRACTOR to deliver to the AGENCY any property specifically
produced or acquired for the performance of such part of this contract as has been terminated.
The provisions of the "Treatment of Assets" clause shall apply in such property transfer.
The AGENCY shall pay to the CONTRACTOR the agreed upon price, if separately stated, for
completed work and services accepted by the AGENCY, and the amount agreed upon by the
CONTRACTOR and the AGENCY for (i) completed work and services for which no separate price
is stated, (ii) partially completed work and services, (iii) other property or services that are
accepted by the AGENCY, and (iv) the protection and preservation of property, unless the
termination is for default, in which case the AGENT shall determine the extent of the liability of
the AGENCY. Failure to agree with such determination shall be a dispute within the meaning of
the "Disputes" clause of this contract. The AGENCY may withhold from any amounts due the
CONTRACTOR such sum as the AGENT determines to be necessary to protect the AGENCY
against potential loss or liability.
The rights and remedies of the AGENCY provided in this section shall not be exclusive and are in
addition to any other rights and remedies provided by law or under this contract.
After receipt of a notice of termination, and except as otherwise directed by the AGENT, the
CONTRACTOR shall:
Stop work under the contract on the date, and to the extent specified, in the
notice;
Place no further orders or subcontracts for rnaterials, services, or facilities
except as may be necessary for completion of such portion of the work under
the contract that is not terminated;
a
b
OFM CONTRACT NO. K3OL2 Page L5 of 21
Assign to the AGENCY, in the manner, at the times, and to the extent directed
by the AGENT, all of the rights, title, and interest of the CONTRACTOR under the
orders and subcontracts so terminated, in which case the AGENCY has the right,
at its discretion, to settle or pay any or all claims arising out of the termination
of such orders and subcontracts;
Settle all outstanding liabilities and all claims arising out of such termination of
orders and subcontracts, with the approval or ratification of the AGENT to the
extent AGENT may require, which approval or ratification shall be final for all
the purposes of this clause;
Transfer title to the AGENCY and deliver in the manner, at the times, and to the
extent directed by the AGENT any property which, if the contract had been
completed, would have been required to be furnished to the AGENCY;
Complete performance of such part of the work as shall not have been
terminated by the AGENT; and
Take such action as may be necessary, or as the AGENT may direct, for the
protection and preseruation of the property related to this contract, which is in
the possession of the CONTRACTOR and in which the AGENCY has or may
acquire an interest.
39. TREATMENT OF ASSETS
Title to all property furnished by the AGENCY shall remain in the AGENCY. Title
to all property furnished by the CONTRACTOR, for the cost of which the
CONTRACTOR is entitled to be reimbursed as a direct item of cost under this
contract, shall pass to and vest in the AGENCY upon delivery of such property by
the CONTRACTOR. Title to other propefty, the cost of which is reimbursable to
the CONTRACTOR under this contract, shall pass to and vest in the AGENCY
upon (i) issuance for use of such property in the performance of this contract, or
(ii) commencement of use of such property in the performance of this contract,
or (iii) reimbursement of the cost thereof by the AGENCY in whole or in part,
whichever first occurs.
Any property of the AGENCY furnished to the CONTRACTOR shall, unless
otherwise provided herein or approved by the AGENCY, be used only for the
performance of this contract.
c.The CONTRACTOR shall be responsible for any loss or damage to property of the
AGENCY that results from the negligence of the CONTRACTOR or which results
from the failure on the part of the CONTRACTOR to maintain and administer
that property in accordance with sound management practices.
c
d
e.
f
g
a
b.
OFM CONTRACT NO. K3012 Page 16 of 21.
lf any AGENCY property is lost, destroyed or damaged, the CONTRACTOR shall
immediately notify the AGENCY and shall take all reasonable steps to protect
the property from further damage.
The CONTRACTOR shall surrender to the AGENCY all property of the AGENCY
prior to settlement upon completion, termination or cancellation of this
contract
All reference to the CONTRACTOR under this clause shall also include
CO NTRACTO R'S em ployees, agents o r SU BCONTRACTORS.
40. U.S. Department of Treasury, Office of Foreign Assets Control
The agency complies with U.5. Department of the Treasury, Office of Foreign Assets Control
(OFAC) payment rules. OFAC prohibits financial transactions with individuals or organizations,
which have been placed on the OFAC Specially Designated Nationals (SDN) and Blocked Persons
sanctions list located at htto:1,/www.treas.eovloffiqes/enforcementlofac/index.html.
Compliance with OFAC payment rules ensures that the agency does not conduct business with
indlviduals or organizations that have been determined to be supporters of terrorism and
international drug dealing or that pose other dangers to the United States.
Prior to making payment to individuals or organizations, the agency will download the current
OFAC SDN file and compare it to agency and statewide vendor files. ln the event of a positive
match, the agency reserves the right to: (1) make a determination of "reasonability" before
taking the positive match to a higher authority, (2) seek assistance from the Washington State
Office of the State Treasurer (OST) for advanced assistance in resolving the positive match, (3)
comply with an OFAC investigation, if required, and/or (4) if the positive match is substantiated,
notify the CONTRACTOR in writing and terminate the contract according to the Termination for
Convenience provision without making payment. The agency will not be liable for any late
payment fees or missed discounts that are the result of time required to address the issue of an
OFAC match,
4I. WAIVER
Waiver of any default or breach shall not be deemed a waiver of any subsequent default or
breach. Any waiver shall not be construed to be a modification of the terms of this contract
unless stated to be such in writing and signed by authorized representative of the AGENCY.
42. WAGE THEFT CERTIFICATION
CONTRACTOR certifies by signing this agreement that, to the best of its knowledge and belief,
they have not been determined by a final and binding citation and notice of assessment issued
by the Washington Department of Labor and lndustries or through a civiljudgment entered by a
court of limited or generaljurisdiction to have willfully violated, as defined in RCW 49.48.082,
d
e
f.
OFM CONTRACT NO. K301.2 Page 17 of 2L
any provision of RCW chapters 49_0.,49.&, or 49.52 within three (3) years prior to the date of
the a bove-refere nced procu rement sol icitation date.
OFM CONTRACT NO. K3012 Page 18 of 2L
EXHIBIT B
scoPE oF WoRK/DEUVERABLES
The CONTRACTOR will provide services and staff, and otherwise do all things necessary for or
incidental to the performance of work, as set forth below:
January l-February 29, 2A2A
A€tivlby DellGlshle Nunrber
planned
Mnxinrunr
ftoimlrurs.allle
'Fer Unlt Cost
Total
Convene
Complete Count
Committee
meetings
List of attendees,
agenda,250-500
word report on
outcomes or
minutes from the
meeting
5 S250/meeting s1,250.00
conduct census
trainings for up
to 20 persons
List of attendees,
agenda,250-500
word report on
outcomes
10 S+oo/training s4,0oo.o0
Conduct census
trainings for 2L-
50 persons
List of attendees,
agenda,250-500
word report on
outcomes
3 $600/training s1,800.00
Organize
informational
table at public
events
Date, time, name
of event, 250-500
word report on
outcomes
5 S400/event $2,ooo.oo
Copy/print Copy of materials
produced or
copied, number
distributed,
location
distributed
$t0,ooo/contract $E,ooo.oo
Produce and
place social
media ads with
paid boosts
Screen copy of
ad, number of
boosts paid for,
and report on
metrics related to
views, clicks, etc.
2 months S400/month $soo.oo
Translation
and/or
interpretation
Copy of
translation or
250-500 word
S5,000/contract 52,ooo.oo
OFM CONTRACT NO. K301.2 Page 19 of 21
report of how
interpreter(s)
was used.
Staff services Narrative report
of up to 1,000
words describing
activities
conducted during
the invoice
period
25 hrs/week @
$16/hr for 9
weeks
Per hour or
month, inclusive
of taxes and
benefits and not
to exceed half of
contract
S3,ooo.oo
March l-April30, 2020
Convene
Complete Count
Committee
meetings
List of
attendees,
agenda,250-500
word report on
outcomes or
minutes of
meeting
5 S250/meeting S1,250.00
Conduct Census
trainings for up
to 20 persons
List of
attendees,
agenda,250-500
word report on
outcomes
L0 $400/training S4,ooo.oo
Conduct Census
trainings for 21-
50 persons
List of
attendees,
agenda,250-500
word report on
outcomes
5 5600/training S3,ooo.oo
Organize
informational
table at public
events
Date, time,
name of event,
250-500 word
report on
outcomes
4 $400levent S1,60o.oo
OFM CONTRACT NO. K3012 Page 20 of 21
Produce & place
social media ads
with paid boosts
Screen copy of
ad and report
on metrics
related to views,
clicks, etc.
2 months s4o0/month s800.00
Questionnaire
Assistance
Centers/Get
Counted events
Location, date &
time of
operation,
number of
people served
5 S400levent S2,ooo.oo
Staff services Narrative report
of up to 1,000
words
describing
activities
conducted
during the
invoice period
25 hrs/week @
S15/hr for 9
weeks
Per hour or
month, inclusive
of taxes and
benefits and not
to exceed half of
contract
s3,600.oo
OFM CONTRACT NO. K3012 Page 21 of 21