HomeMy WebLinkAbout2017-10-10-minutes-solid-wasteCOMMISSIONERS' MINUTES
KITTITAS COUNTY, WASHINGTON
BOCC CONFERENCE ROOM
REGULAR MEETING
Tuesday 2:00 PM October 10, 2017
Board members present: Laura Osiadacz, Obie O'Brien
Others: Patti Johnson, Lisa Lawrence, Jill Scheffer, Tim Gruver
REGULAR MEETING COMMISSIONERS
Meeting called to order at 2:01pm
Recycling Issues: Patti informed the Board there will be a SWAC
meeting next week to discuss future recycling options. Stating
that all programs have been re -started except for household
batteries. Discussion was held on the National SWORD Project and
that China is changing what they are recycling and the
uncertainty of how it will affect recycling programs. Patti
informed the Board that currently Waste Management has diverted
the County's recycling from their Woodinville Facility to their
Spokane Facility.
Patti gave a brief update on recycling programs including Oil
and Vehicle Batteries that the County is still getting paid
under contract for them. Antifreeze costs for disposal and the
fee for tires is a cost recovery.
Discussion was held on Blue Bin Recycling at the Transfer
Station and taking into consideration ADA access at the new
Facility.
Transfer Station Siting Update: Patti informed the Board that
the Public meeting was held and that there wasn't as good of a
turn out has hoped for with the number of notifications that
were sent out. She informed the Board that the Consultant is
compiling the comments and will schedule a meeting with her soon
to discuss them.
Septage Screen: Patti informed the Board that a Pumper is not
happy with the new screen design that was installed to meet the
new regulations and permit. Discussion was held on the 1/8 inch
difference and design of the new screen from the old. The issues
and costs associated with installing power and water were
discussed. The Board directed Patti to get an estimate on the
cost per foot to drill a well and for power. Further discussion
included that a rate increase would be necessary for the latter
option. Patti informed the Board that we needed to move to the
other lagoon so temporarily she will install a bar screen at the
new 3/8 inch requirement to get through the winter and continue
to research costs and options on a better design.
Morris Sorenson Boiler: Patti informed the Board that the
pressure tank inspection from L & I failed. Stating that the
cost to fix is around $9,000 and that there is no guarantee that
it won't still fail since the piping etc. is all the same age.
The cost to replace the entire system would cost around $64,000.
The Board directed Patti to provide more details of the choices
for repair and to set up another Study Session to discuss.
Request Board Approval for Chair to initial changes on the
Contract with M.G. Wagner: Patti presented the Board with the
Contract with M.G. Wagner for the Bowling Alley Roofing stating
the end date changed due to legal review and the agenda process
we lost our spot on the list with the Contractor. She informed
the Board the other change was pollution liability from 2
million to 1 million which is standard with this type of
project. Commissioner O'Brien made a motion for Vice Chair to
initial said changes. Commissioner Osiadacz seconded the motion.
Motion passed 2-0.
Patti informed the Board she interviewed for the Maintenance
Tech positions and that HR was performing background checks and
checking references on two candidates to hopefully hire.
Commissioner O'Brien informed Patti that the push button on the
ADA entrance is not working properly.
Carnival Contract - renewal: Jill informed the Board that the
Fairboard requested to continue the Carnival Contract for 5
years stating that the Contract has been through legal, the
dates were changed to 2018 and additional language was added for
the Carnival to provide benches in the midway and to provide
carnival workers names in advance to allow time for background
checks to be completed. Discussion included that this Company
has the only Ferris Wheel in the Pacific Northwest that is
available Labor Day Weekend. Further discussion was held on
safety issues including the Slide and how the State Inspection
process works.
Commissioner O'Brien made a motion for approval of changes as
presented. Commission Osiadacz seconded the motion. Motion
passed 2-0. Jill informed the Board she would accept the changes
in the document and bring to a Monday Morning Study Session for
Board signature.
Kittitas Valley Event Center Policy and Reduction Rate for
County Reservations/Resolution to adopt the Kittitas Valley
Event Center Policy and Reduction Rate for County Reservations:
Jill presented the Board with documents relating to County use
of the Facilities. Discussion was held on types of uses and
recovering staff costs. Further discussion included the General
Fund and County wide accountability.
A brief discussion was held on flooring in the Halls and looking
at priorities to make them more marketable.
The Board directed Jill to put the Policy and Resolution on the
next agenda.
Other Business: Jill stated she was in receipt of a letter from
the Rodeo Board. Commissioner Osiadacz stated she responded to
them to schedule a meeting with the Board.
Meeting adjourned @ 3:12pm
r'
Lis Lawrence
KITTITAS COUNTY
COMMISSIONERS
KITTITAS COUNTY, WASHINGTON
Chairman
KFTFAS COUNTY OOMPOSSMERS
Solid Waste, Maintenance, and Fair Office Study Session
RegWarr Meeting
Tuesday October 10, 2017 e 2o00 PH
BOCC Conference Room
205 West 5th Room 108 - Ellensburg
1. Call to Order
2. Recycling Issues
3. Transfer Station Siting Update
4. Septage Screen
5. Morris Sorenson Boiler
6. Request Board approval for Chair to Initial Changes on Contract with M.G. Wagner
7. Carnival contract - renewal
8. Kittitas Valley Event Center Policy and Reduction Rate for County Reservations
9. Resolution to Adopt the Kittitas Valley Event Center Policy and Reduction Rate for County
Reservations
10. Other business
11. Adjourn
Created on 10/6/2017 10:09:56 AM
PROFESSIONAL SERVICES AGREEMENT
This Agreement is made by and between Kittitas County (hereinafter "the County")
and M.G. Wagner Co. Inc. (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 September 11, 2017 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. 02/26/2017)
Page 1 of 17
IN WITNESS WHEREOF, the parties have executed this Agreement this l� qday
of SS_ t,-2017.
M.G. Wagner
Signature of Signato
(Date 9/25/,-2017)
Scott Wagner, President
Print Name of Signatory
Contractor Address:
1401 Hathaway Rd
Yakima, Wa 98909
Project Contact:
Ric Fernandez
APPROVED:
BOARD OF COUNTY COMMISSIONERS
Commissioner
Attest: o
�' erk. * Board
-,; mss''•••........
TON
Approved as to Form:
Professional Services Agreement (rev. 02/26/2017)
Page 2 of 17
By:
Deputy Prosecuting Attorney
County's Address:
Kittitas County
205 West 5th Avenue, Suite 108
Ellensburg, WA 98926
Project Contact:
Patti Johnson
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.
Professional Services Agreement (rev. 02/26/2017)
Page 3 of 17
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".
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.
Professional Services Agreement (rev. 02/26/2017)
Page 4 of 17
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.
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 isnot 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
Professional Services Agreement (rev. 02/26/2017)
Page 5 of 17
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
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:
Professional Services Agreement (rev. 02/26/2017)
Page 6 of 17
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 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:
Professional Services Agreement (rev. 02/26/2017)
Page 7 of 17
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.
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.
Professional Services Agreement (rev. 02/26/2017)
Page 8 of 17
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.
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
confidentiality of all information provided by the
performance of this Agreement, except upon
Professional Services Agreement (rev. 02/26/2017)
Page 9 of 17
and their employees shall maintain the
County or acquired by the Contractor in
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:
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
Professional Services Agreement (rev. 02/26/2017)
Page 10 of 17
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.
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.
Professional Services Agreement (rev. 02/26/2017)
Page 11 of 17
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
Industrial Statistician of the Department of Labor and Industries. It is the Contractoes
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.
Professional Services Agreement (rev. 02/26/2017)
Page 12 of 17
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.
EXHIBIT "A"
SCOPE OF WORK
In addition to providing all material and labor, the Contractor shall perform the following:
Project: Retrofit roof at 830 North Poplar St. (Old Rodeo Bowl), Ellensburg, WA
Mechanically Attached TPO Roof System
1. Preparing existing roofing for installation of the new roof. This includes removal
of loose base flashing, wrinkles, blisters and all incompatible components
2. Install % inch coverboard over existing roof system. The coverboard will be
mechanically attached to the roof deck using insulation plates and screws.
3. Install a mechanically attached 60mil TPO roof system. The TPO membrane is to
be mechanically attached and heat welded at the seams.
4. Flash all parapet walls, roof curbs and roofing penetrations as per Firestone
Specifications.
5. Install new perimeter edge metal and coping cap.
6. Contractor is to keep site clean and removal all demolition and construction
material upon completion of the project.
7. Upon Completion, project is to include a 3 year water tightness my and a 15
year manufacturer's material warranty.
Work is to start aRer September �, 2014 and be eampleted by Getaber ; 1,
Work is to start week of Nov. 13, 2017 and be completed by Nov. 25, 2017
Professional Services Agreement (rev. 02/26/2017)
Page 13 of 17
EXHIBIT "B"
COMPENSATION
As full compensation for satisfactory performance of the work, the County shall pay M.G.
Wagner to provide all labor and material to retrofit the Roof of the structure at 830 North
Poplar St., Ellensburg, WA. (Also known at the Old Rodeo Bowl), as intended and
described in Exhibit A to this document.
As full compensation not to exceed: $54,249.00
Price does not include Sale Tax or Permits.
Price does include contractor paying prevail wage and providing the County with copies of
Intents and Affidavit of wages paid.
Professional Services Agreement (rev. 02/26/2017)
Page 14 of 17
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:
1) Commercial General Liability Insurance
■ Coverage limits not less than:
• $1,000,000 per occurrence per project
• $2,000,000 general aggregate
• $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, including appointed and elective
officers, agents and employees, as additional insured.
■ Sixty (60) days written notice to the County of cancellation
of the insurance policy.
2) Commercial Automobile Liability Insurance
■ Automobile Liability for owned, non -owned, hired, and leased vehicles, with
an MCS 90 endorsement and a CA 9946 endorsement attached if `pollutants'
are to be transported.
■ Coverage limits not less than:
• $1,000,000 combined single limit
Professional Services Agreement (rev. 02/26/2017)
Page 15 of 17
■ Thirty (30) days written notice to the County of cancellation
of the insurance policy.
3) Excess or Umbrella Liability
■ The Contractor shall provide Excess or Umbrella Liability coverage at limits of
$5,000,000 per occurrence and annual aggregate. This Excess or Umbrella
.Liability coverage shall apply, at a minimum, to both the Commercial General
and Auto Insurance policy coverage and shall be at least as broad as the
coverage provided above (CGL/AL) and cover those insured in the underlying
policies.
■ This requirement may be satisfied instead through the Contractor's primary
Commercial General and Automobile Liability coverage, or any combination
thereof.
4) 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:
lk�• $2,600,008 each loss and $1,000,000
•-$5,686;6@0 annual aggregate $1, 0 0 0, 0 0 0
5)
■ Workers' Compensation in amounts required by law.
6) 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 Services Agreement (rev. 02/26/2017)
Page 16 of 17
Contractor shall furnish the County a Certificate of Insurance with
Endorsements/Exclusions as evidence that policies providing insurance required by this
Agreement are in full force and effect. Contractor's insurance policies required above
shall be primary insurance and shall be non-contributing with any other insurance
maintained by Kittitas County. 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.
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.
Professional Services Agreement (rev. 02/26/2017)
Page 17 of 17
AGREEMENT FOR OPERATION OF
CARNIVAL AND RELATED FACILITIES AT
THE KITTITAS COUNTY FAIR
I. PREAMBLE
1.1 Parties. THIS AGREEMENT is made and entered into this date by and between
KITTITAS COUNTY, a political subdivision of the State of Washington, hereinafter referred to
as "County", operator of the annual Kittitas County Fair, hereinafter referred to as "Fair", and
Davis Amusement Cascadia, an Oregon Corporation authorized to transact business in the State
of Washington, hereinafter referred to as "Licensee".
1.2 Purpose. The purpose of this agreement is to provide for operation of a carnival and
related facilities for family entertainment during the 2018-2022 Fairs. The carnival and related
facilities shall include:
(a) Amusement rides,
(b) Novelty concessions,
(c) Game concessions, and
(d) Food concessions.
1.3 Grant of License. The County grants a license to Licensee to occupy and use certain
real property at the times and for the purposes set out herein subject to all terms and conditions
hereof.
1.4 Premises. The real property subject to this agreement consists of designated portions of the
Kittitas County Fairgrounds, Ellensburg, Washington. Annually the Fairgrounds Administration will
designate one or more specific areas within the fairgrounds, hereinafter referred to as "premises".
1.5 Dates of use and hours of operation.
(a) This agreement provides for operation of carnival and related facilities during
the 2018, 2019, 2020, 2021, and 2022 Fairs. Licensee is licensed to occupy and use the
premises for the purposes herein permitted on the following dates:
Scheduled Fair Dates are:
August 30 -September 3, 2018
August 29 -September 2, 2019
September 3 -September 7, 2020
September 2 — September 6, 2021
September 1— September 5, 2022
(b) The county shall, no later than July 15, 2022, initiate a review and bid process with
respect to future carnival needs.
(c) The hours of operation shall be determined by the Fairgrounds Manager no
later than May 15 of each year of this agreement.
Carnival Contract 2017-2022 Page 1 of 13
1.6 Possession. Possession of the premises shall at all times remain in the County and the
rights of use and occupancy are subject to limitation, suspension, or revocation by the County
when the County determines it has a need for the premises inconsistent with the rights herein
granted; provided, the County shall give such notice as is reasonable under the circumstances.
1.7 Exhibits. The document titled "Financial Proposal Form" signed by Licensee,
hereinafter referred to as "Proposal," is attached hereto and becomes part of this agreement.
II. AMUSEMENT RIDES
2.1 Basic Obligations. Licensee is obligated to bring to the Kittitas County Fairgrounds
and cause to be operated during the hours of operation, determined by the Facilities Manager, a
carnival consisting of at least the following minimum amusement rides. Minimum rides are:
(a) At least three (3) spectacular rides, as described and listed in the document
titled "Amusement Rides List", which is attached hereto and becomes part of this
agreement;
(b) At least eleven (11) major adult rides, as described and listed in the document
titled "Amusement Rides List", which is attached hereto and becomes part of this
agreement;
(i) Each year a Ferris Wheel will be included
(c) At least eight (8) kiddie rides, defined as amusement rides designed to
accommodate small children or families, and described and listed in the document titled
"Amusement Rides List", which is attached hereto and becomes part of this agreement;
2.2 Kiddie Land obligation. Licensee will operate a separate carnival facility to be known
as "Kiddie Land" which will contain kiddie rides.
2.3 Amusement ride and show price and duration. The gross price to be charged for an
amusement ride or show shall include any local, state or federal taxes collected by Licensee in
connection with selling admission tickets for the amusement ride or show. The gross price
charged by Licensee must be approved by the Facilities Manager as provided for in paragraph
6.4. The period of each ride shall be not less than three minutes, including loading and
unloading.
2.4 Tickets. Licensee shall obtain (order and purchase) for all amusement rides and
shows, sequentially numbered tickets within each denomination to be sold. The Fair's logo shall
be printed on each ticket. Ticket color and format will be determined on an annual basis.
REPORTING: Licensee shall use such ticket as it may need for operation of the
amusement rides, and shall account for such use on a daily basis by submittal of a
Daily Ticket Sales Report. Daily reports must include, at a minimum, seller
name/number, ticket type, gross ticket price, starting and ending ticket number,
quantity sold and total receipts. Report shall include seller reports with all types
of tickets sold on that date, with summary indicating quantities by ticket type and
Carnival Contract 2017-2022 Page 2 of 13
gross receipts. Licensee shall submit daily reports to Fair Administration by
12:00 Noon the day following sales.
2.5 Special Promotions. Licensee will provide for the presentation of special days
featuring reduced prices for amusement rides. Special days during each fair will be determined
between the Fair and Licensee.
(a) Pre -Sale Descriptions. Licensee will provide for the Kittitas County Fair on
or before June 15th of each year of the contract, pre-printed carnival ride tickets for Pre-
sale. These tickets will be consecutively numbered by either ticket or book. These
tickets will have the name of the Kittitas County Fair and the Licensee on each ticket and
will be printed in different colored ink than tickets sold during Fair.
(b) "Pay one price" days shall be provided. On all days of the Fair, Licensee
shall make available, in addition to regular tickets, a unit price ticket for all amusement
rides. The Licensee shall develop and implement a supplemental ticketing system for
"pay one price" tickets. The "pay one price" ticket price and supplemental ticketing
system shall be presented to and approved by the County, which approval may be granted
or denied at the County sole discretion, on or before May 15 or each year.
2.6 Payment. Licensee hereby agrees to pay the County each year of this agreement for
amusement rides according to the attached Proposal.
(a) The term "gross receipts" as used herein or elsewhere in this agreement shall
mean all receipts from sales of goods and services, before any deduction of any nature
whatsoever.
2.7 Condition. All rides will be in good working condition during the duration of the Fair
each year. All rides will be free of excess dirt/dust/grease etc. Lights will be functioning and
maintained throughout the Fair.
III. NOVELTY AND GAME CONCESSIONS
3.1 Concession obligation. Licensee shall provide no more than one (1) miscellaneous
novelty, and no more than fifteen (15) or less than eight (8) game concessions. Additional
novelty and game concessions may not be provided unless authorized by a separate
"Concessionaire License Agreement".
3.2 Restrictions. Licensee shall not operate any games which are in violation of state
laws or regulations; offer cash prizes or re -purchase prizes in any game; offer as prizes live
ducks, chicks, or other live animals, (goldfish are permitted); knives, firearms, or any items
which could be used as a weapon; offer as prizes, or display, drug paraphernalia, posters or other
items deemed to be inappropriate by the Facilities Manager.
3.3 Pam Licensee hereby agrees to pay the County each year of this agreement for
novelty and game concessions according to the attached Proposal.
Carnival Contract 2017-2022 Page 3 of 13
IV. FOOD CONCESSIONS
4.1 Concessions Obligation. Licensee may operate no more than two (2) food
concessions in main area and one (1) food concessions in "Kiddie land". Additional food
concessions may not be provided unless authorized by a separate "Concessionaire Percentage
Licensee Agreement". All food concessions must submit to the Fairgrounds Administration a
list of menu items for approval on an annual basis. All concessions shall conform to the State
Board of Health, County Health District and other regulatory agencies' rules and regulations.
Licensee shall not sell beer or alcoholic beverages. All concessions will be located within the
carnival area as designated by the County and/or Fairgrounds Administration.
4.2 Pa mLicensee hereby agrees to pay the County each year of this agreement
according to the attached "Financial Proposal Form", Exhibit "A", which is incorporated herein
and made part of this contract for food concessions.
V. PAYMENT PROCEDURE
5.1 Payments due. Final payment of the amounts owed to the County each year shall be
made on or before the fifth day following the closure of the fair in that year, except as otherwise
provided in paragraphs 7.4.
5.2 Annual report and adjustment. The Licensee shall annually provide the County a
verified statement of its gross receipts from the operation of the amusement rides at the fair. The
verified statement shall be submitted to the County at the end of each fair and in no event shall
be later than five (5) days following the closing date of each fair. Gross receipts from amusement
rides and shows will be subject to adjustment as provided in paragraph 2.4.
VI. CONDITIONS OF USE
6.1 Location of Carnival. The amusement rides, and concessions shall be operated
exclusively within the areas designated annually by the County and Fair Administration, which
designation shall be made at least thirty (30) days prior to the fair opening day. The County will
designate a separate area to be known as "Kiddie Land". This separate area may be within,
adjacent to, or separated from the general carnival area and other rides, within the discretion of
the County and Fair Administration.
6.2 Operation Terms. The Licensee shall:
(a) Pay City License.
(b) Conform to and comply with all federal, state, county and local sanitation and
health rules, regulations and laws governing such use.
(c) Report and pay all federal, state, county and local taxes that may be due or
payable by reason of any operation hereunder.
Carnival Contract 2017-2022 Page 4 of 13
(d) Reduce the volume of sound amplifying devices when determined necessary
by the Fairgrounds administration.
(e) Restrict all activities, signs, and advertising matter to the space assigned and
place no signs or advertising on the outside of permanent buildings. All prices and
number of tickets must be conspicuously posted at all appropriate locations. Appropriate
signage must be displayed as a form of information. Signage must be neat and displayed
in a professional manner that enhances the appearance of the carnival.
(f) Post in a conspicuous place a plainly printed placard showing menus and the
prices of all menu items.
(g) Provide a public relations area with personnel, to deal with
complaints/concerns from the general public.
(h) Licensee must use the Fairgrounds' soft drink exclusive contractor. All drinks
shall be served in paper containers.
(i) Maintain designated area free of all garbage and debris at all times. Garbage
and debris to be bagged and deposited in designated collection area.
0) Licensee must provide a minimum of 12 benches throughout the Main Carnival and
6 benches in Kiddie Land.
(k) Promptly close operation of concessions which in the opinion of the County
and Fairgrounds Administration are offensive to good taste or in any particular way
objectionable.
(1) Abide by all general conditions and rules and regulations, written or orally
made by the County from time to time and at any time governing the conduct of
concessionaires during the fair, agreeing especially that future oral or written conditions
and rules and regulations shall become part of this contract the same as now published.
(m) Use only fire resistant materials for decorating.
(n) Put grease in designated containers.
(o) Provide own extension cords and hoses for water and sewer hookup to County
facilities where necessary.
(p) Be responsible for and remove any hazardous products generated during the
fair and comply with all laws, rules and regulations concerning hazardous waste.
(q) Require all employees to wear distinctive uniforms in a color and design
approved in advance by the County, which uniforms shall be maintained and laundered as
Carnival Contract 2017-2022 Page 5 of 13
necessary. The cost of such uniforms and their maintenance and laundering shall be
borne by Licensee.
(r) Have all employees provide courteous, efficient, sanitary, and safe service to
patrons. Abusive language will not be tolerated. Persons handling and vending products
under this agreement shall meet all applicable county and state health regulations.
(s) Licensee is required to provide portable showers for carnival employees in an
area designated by the County.
(t) No bicycles, skateboards, or roller blades will be allowed on the main
fairgrounds.
(u) Licensee shall provide their own power source i.e. (generators) and wiring for
rides, games, and equipment operation.
(v) The quality of the carnival rides, games, attractions and concessions is
expected to improve each year of this license agreement.
(w) No dogs, except physical assistance dogs (i.e. Seeing Eye, etc.) will be
permitted at any time on the fairgrounds, including in vehicles or living quarters.
6.3 Alterations. The Licensee shall:
(a) Permit no electrical wiring to be done on any portion of the fairgrounds
electrical system without permission from the County and/or Fair Administration and
then only under the supervision of the County and Fair Administration. Licensee must
comply with all laws, rules, and regulations including local ordinances and electrical
codes.
(b) Make no alterations to County property without prior approval of the
Fairgrounds Administration.
6.4 CountyApproval. Only those amusement rides and concessions approved by the
County shall be allowed on the fairgrounds and operated by Licensee under this agreement, and
only those employees free of legal restrictions for working around children and/or warrant status shall
be allowed on the fairgrounds to operate under this agreement.
(a) On or before May 15th of each year of this agreement, Licensee shall submit
to the County for its approval a written listing of all amusement rides which Licensee
intends to operate, and the prices which it intends to charge for each ride. The County
shall on or before June 1 of each year of this agreement, indicate its approval or
disapproval of the listing, or portion thereof. If the County disapproves any amusement
ride or price, Licensee shall on or before June 15 of each year of this agreement submit
an alternative to meet the approval of the County.
Carnival Contract 2017-2022 Page 6 of 13
(b) On or before May 15 of each year of this agreement, Licensee shall submit to
the County for its approval a written listing of all concessions that Licensee intends to
operate and items to be sold. The County shall on or before June 1 of each year of this
agreement, indicate its approval or disapproval of the listing or portion thereof. If the
County disapproves any concession or item to be sold, Licensee shall on or before June
15 of each year of this agreement submit an alternative to meet the approval of the
County.
(c) Approval of all amusement rides and concessions shall be at the sole
discretion of the County. Only Licensee and wholly owned equipment will be used to
service this agreement. Any request for sub -contracting must be submitted by June 15tH
of each year with type'of equipment and who owns equipment explained. Failure of
Licensee to submit the listings as required by this paragraph shall constitute a breach of
this agreement.
(d) The Licensee, with written consent of the County may add additional or
substitute amusement rides, of their own, up to seven (7) days prior to the fair when, in
the opinion of the County, such addition or substitution would materially enhance the
overall quality of the fair.
(e) On or before August 15th of each year of this agreement Licensee shall provide to the
county a list of all employees to include full name, date of birth and state of residency. The
county agrees that said list shall be submitted and used for the sole purpose of insuring that
only persons free of warrant status or lawful restrictions to children are permitted to operate
under this agreement.
6.5 Annual Review. There will be an annual review for a period of forty-five (45) days
after the close of each fair during which either party may cancel this agreement. Written notice
of such cancellation shall be effective if mailed to the other party within the same time period by
certified or registered mail.
6.6 Approvals Conditional. Any approval by County under this agreement is
conditioned upon the amusement rides and concessions meeting the requirements of all federal,
state and local laws and the County reserves the right at any time without liability or penalty, to
disapprove any ride or concession upon its sole determination that there is or may be a violation
of any law. The responsibility and cost of obtaining any and all permits as may be necessary to
assure compliance with law shall be borne entirely by the Licensee.
. 6.7 Compliance With Law Required. Licensee covenants that its carnival and all
amusement rides, novelty and game concessions, and food concessions or those of any sub -
licensee or subcontractor shall strictly comply in all particulars with every provision of this
agreement, and with applicable city, county, state and federal laws, rules and regulations, in any
matter concerning the operations contemplated by this agreement. Licensee further covenants
that in operation of its carnival and in the operation of all amusement rides, sideshows, and
concessions under this agreement there shall be no obscene, immoral or objectionable devices or
practices, shows, or exhibits of any kind whatsoever. Licensee will immediately upon demand
of the county close and remove from the fairgrounds any such device or practice, show or exhibit
that is operated in violation of any city, county, state or federal law, rule or regulation, or which
Carnival Contract 2017-2022 Page 7 of 13
is, in the County's opinion, in any manner obscene, immoral or otherwise objectionable.
Licensee agrees to save the County and its elected and appointed officials, officers, employees,
agents and volunteers harmless from any liability or damage for closure or removal from the
fairgrounds. Such closure or removal will in no way reduce the amount of money due the
County from Licensee under this agreement.
6.8 Exclusivity of Licensee's Rights. The County shall not permit any commercial
carnival offering mechanized amusement rides, except animal rides, to be operated on the
fairgrounds during the fair, except that of Licensee, unless Licensee fails to comply with the
terms and conditions of this agreement, thereby making it necessary for the County to obtain the
services of another operator; PROVIDED THAT the County or its other contractors may operate
any activity classed as transportation, motorized or otherwise, to convey visitors to or from the
fair, to or from the parking lot, and to or from various points on the fairgrounds; and
PROVIDED FURTHER that such exclusivity of right shall not apply to the operation of novelty,
game, and food concessions, and the County shall be free to authorize such additional
concessions as it may deem necessary so long as said concessions are not located within the
designated carnival area, and, PROVIDED FURTHER that the County may operate or cause to
be operated a specialty ride which the Licensee cannot or will not provide, such operation to be
no less than fifteen (15) yards away from the designated carnival area.
6.9 Abide by Rules and Regulations. Licensee shall cause all its agents, employees, and
any sub -licensee or subcontractor to abide by all rules and regulations prescribed by the County,
County Safety Personnel, or the Fairgrounds Administration governing the operation of and
admission to and exit from the fairgrounds during the fair or providing for parking or traffic
control and by such other reasonable rules and regulations of the Fairgrounds Administration as
may be communicated to Licensee prior to or during the fair.
6.10 Vehicles. Personal vehicles and business vehicles of the Licensee, Licensee's
agents, employees and any sub -licensee or subcontractor, not needed for actual carnival
operation shall at no cost to Licensee be parked only in a parking area to be designated annually
by the Fairgrounds Administration.
6.11 Clean Premises. Licensee agrees to clean at Licensee's expense, the designated
carnival area and dispose of all refuse within twenty-four (24) hours of the close of the fair and
to repair all damage to such area and restore it to the same condition as originally found.
Additionally, during the period which the fair is operating, Licensee shall observe good
housekeeping practices and keep the area provided for operation of its facilities and those of its
subcontractors and sub -Licensees neat and clean at all times so that they will be in a presentable
condition as will be deemed reasonably satisfactory to the Fairgrounds Administration. All
refuse shall be placed in containers to be provided by the County, with the County to assume the
expense of transportation for disposal of such waste at an approved landfill site. Any failure to
comply gives the County authority to restore and clean the premises at Licensee's expense.
VII. GENERAL CONDITIONS
Carnival Contract 2017-2022 Page 8 of 13
7.1 Pa. mets. All payments due and owing under this contract shall be paid to the
County by the Licensee, and all documents required to substantiate such payments shall be
Provided, no later than five (5) days after the closing of each annual fair.
7.2 Liquidated Damaves.
(a) In the event that any required item of equipment, or its equivalent, herein
agreed to be furnished by Licensee should not be so available during the Fair, the sum
FIVE THOUSAND DOLLARS ($5,000.00) for each spectacular, FOUR THOUSAND
DOLLARS ($4,000.00) for each major, TWO THOUSAND DOLLARS ($2,000.00) for
each kiddie ride shall be paid by Licensee to the County, in addition to other amounts
herein provided for. This subsection shall not apply where unavailability is no longer
than two (2) days.
(b) If Licensee fails or refuses to bring its carnival to the fair in accordance with
this agreement, Licensee will pay to the County the sum of ONE HUNDRED FIFTY
THOUSAND DOLLARS ($150,000.00) each year Licensee defaults and County may
terminate this agreement upon notice to Licensee.
7.3 Countv or State Auditor may Audit Sales.
(a) The County or State Auditor, or others as designated by the County, may take
steps it deems reasonable and necessary to monitor and to audit ticket sales and any other
business records relating to business of the Licensee, including but not limited to auditing
receipts by:
(1) Stationing its representative in any booth;
(2) Checking cash register totals or subtotals;
(3) Examining Licensee's ticket sales booths;
(4) Checking ticket inventories; and
(5) Taking all other steps necessary or appropriate to monitor the use and
distribution of tickets and audit the amount of gross receipts from sales of
goods and services.
(b) Licensee agrees to keep accurate and complete books and records of accounts
including but not limited to payroll and general ledgers that will be available on
reasonable notice for inspection by agents or employees of the County or State Auditor.
Licensee shall keep all records required by this agreement for five (5) years after
termination of this agreement.
7.4 Advertising for Carnival and Kittitas CountyFair. Licensee shall pay to the County
the first year of this agreement TWO THOUSAND DOLLARS ($2,000.00), and for each year of
this agreement thereafter TWO THOUSAND DOLLARS ($2,000.00), for a total of TEN
THOUSAND DOLLARS ($10,000.00), to be used by the County for advertising the Kittitas
County Fair and Carnival. Payment shall be made on or before June 1 of each year.
Carnival Contract 2017-2022 Page 9 of 13
7.5 County to Furnish Water. The County agrees to furnish to Licensee for use on the
fairgrounds reasonable quantities of potable water for domestic purposes only. All other utilities
and services required or convenient to Licensee for the operation of its amusement rides,
concessions, and equipment will be arranged for, obtained and furnished by at the expense of
Licensee.
7.6 Hold Harmless Agreement. Licensee shall protect, save harmless, indemnify, and
defend at its own expense, Kittitas County, its elected and appointed officials, officers,
employees, agents, and volunteers from any loss or claim for damages of any nature whatsoever,
arising out of the performance of this agreement, including claims by Licensee's employees or
third parties, except for those damages solely caused by the negligence or willful misconduct of
Kittitas County, its elected and appointed officials, officers, employees, agents, or volunteers.
Neither Kittitas County, nor it's elected and appointed officials, officers, employees, agents, or
volunteers shall be liable for any damage or injury to the Licensee, its sub -Licensees or sub-
contractors, or its or their employees, or its or their properties occurring through, or caused by a
defect to the premises used or property licensed pursuant to this agreement. Licensee shall
assume the entire risk by loss of or damage to its property or property of its sub -Licensees or
sub -contractors used in connection with this agreement. Property shall include but not be limited
to the amusement rides, side shows, novelty and game concessions, and food concession booths
together with all of their fixtures, supplies, and inventory of merchandise for sale, owned or
leased by or consigned to the Licensee or his sub -Licensees or sub -contractors.
7.7 Insurance.
(a) Licensee shall obtain, and maintain continuously for the term of this
agreement, occurrence form Commercial General Liability Insurance with endorsements
and/or other insurance to indemnify for the activities and services of this contract, with a
carrier subject to the approval of the County. Minimum limit of coverage shall be SIX
MILLION DOLLARS ($6,000,000.00) combined single limit, each occurrence and
TWELVE MILLION DOLLARS ($12,000,000.00) aggregate exclusive to this contract
with Kittitas County.
(b) Such insurance shall be endorsed to include Kittitas County, its officers,
elected officials, employees, agents, and volunteers as an additional insured, and shall not
be reduced or canceled without forty-five (45) days written prior notice to the County.
(c) Such insurance shall be endorsed to include a "cross liability", "severability
or interests", or "separation of insured's" indicating essentially that "except with respect
to the limits of insurance, and any rights or duties specifically assigned in this coverage
part to the first named insured, this insurance applies as if each named insured were the
only named insured, and separately to each insured against whom claim is made or suit is
brought.
(d) Licensee shall provide to County a certified copy of the insurance policy with
all endorsements as evidence of coverage. Approval of insurance documentation is a
condition precedent to full execution of this agreement.
Carnival Contract 2017-2022 Page 10 of 13
(e) If the cost to Licensee of insurance necessary to comply with (a) through (d)
of this paragraph increases after the 2013 fair in an amount that could not reasonably
have been anticipated by Licensee upon execution of this agreement, Licensee may
request that the County enter into negotiations with Licensee, which negotiations shall be
limited to the subject of insurance and shall not affect application of (a) through (d) of
this paragraph. If the parties do not enter into a written agreement concerning insurance
before the first of March after such request, then either party may terminate this
agreement by giving written notice of termination to the other party within 15 days
thereafter. If the increase in the cost to Licensee of insurance could reasonably have
been anticipated or if notice or termination id not given between March 1 and 15 as
provided herein, this agreement including the requirements of (a) through (d) of this
paragraph shall remain in full force and effect.
7.8 Governing Law and Stipulation of Venue. The laws of the State of Washington shall
govern this agreement and the parties stipulate that any lawsuit regarding this agreement must be
brought in Kittitas County, Washington.
7.9 Attorney's Fees. In the event it is necessary to commence any legal action, suit or
proceeding by reason of any breach of this agreement, each party agrees to bear its own costs and
expenses, including but not limited to, attorney's fees.
7.10 Indemnification for Damage to Countx. The Licensee agrees to indemnify the
County for any and all damage caused by its negligence to the County's property.
7.11 Termination. This agreement maybe terminated by the County if:
(a) In the judgment of the County, it is unable to present an agricultural fair on
the dates specified in this agreement.
(b) There is failure to make payment as required or violation of any term of
condition provided for herein which Licensee, having been given written notice or any
such violation, has failed to correct within a reasonable period of time;
(c) There occurs an assignment for the benefit of creditors by, or an institution of
bankruptcy proceedings for or against, the Licensee;
(d) There is shown to exist fraud, collusion, or conflict of interest on the part of
any of the parties and/or their agents in obtaining this agreement or carrying out the
provisions hereof. For these purposes, the above terms are as defined by the laws of the
State of Washington, including, but not in lieu of these laws, conflict of interest is also
defined to include the giving or receiving of any gratuity or the entering of any
employment relationship between a county officer or employee and the Licensee that is
not first disclosed and approved by the County in public meeting.
Carnival Contract 2017-2022 Page 11 of 13
(e) There is compelling governmental need for the premises which the County
determines is inconsistent with the privileges granted herein.
(f) There is a sale of more than forty-nine percent (49%) of the stock of Licensee
Corporation to a person not now a shareholder, or the officers or directors of Licensee
Corporation are changed. Licensee agrees to promptly inform the County of any such
sale or change.
(g) Termination by the County is otherwise provided for in this agreement.
7.12 Termination Rights. In the event of termination, the Licensee shall be obligated to
pay all sums due and owing at the date of termination and the County shall not be liable for any
damages resulting from the termination.
7.13 Agreement is Personal. It is agreed that the personal and business integrity of
Licensee's officers and directors is a major consideration on the part of the County in entering
into this agreement, and that the agreement is personal to Licensee and may not be assigned,
delegated, transferred or seized by or through any legal proceedings, either voluntarily or
involuntarily without express written approval of the County.
7.14 Independent Contractor. Licensee agrees that Licensee will perform services under
this agreement as an independent contractor and not as an agent, employee, or servant of County.
The parties agree that Licensee and its employees are not entitled to any benefits or rights
enjoyed by employees of County. Lessee specifically has the right to direct and control
Licensee's own activities in providing services in accordance with the specifications set out in
this agreement. County shall only have the right to ensure performance. Lessee agrees that
neither it nor its employees, agents, sub -contractors or sub -Licensees shall in any manner
represent itself or themselves or permit itself or themselves to be represented to the public as an
agent of the County.
7.15 Modifications. This agreement may not be modified orally and modification must
be accomplished with the same formalities as are required for the execution of this agreement.
7.16 Correspondence. All correspondence concerning this agreement to be forwarded to
Kittitas County Event Center, 901 East 7t , Ellensburg, WA 98926 for the County and to
for the Licensee.
Carnival Contract 2017-2022 Page 12 of 13
Dated this day of , 2017.
DAVIS AMUSEMENT CASCADIA
Michael S. Davis, President
BOARD OF COUNTY COMMISSIONERS
KITTITAS COUNTY, WASHINGTON
Paul Jewell, Chairman
Obie O'Brien, Commissioner
Laura Osiadacz, Commissioner
Attest:
Clerk of the Board
Carnival Contract 2017-2022 Page 13 of 13
KITTITAS VALLEY EVENT CENTER POLICY AND REDUCTION RATE FOR
COUNTY RESERVATIONS
Kittitas Valley Event Center (KVEC) successfully rents out various facilities, with different
levels of accommodation and corresponding fee rates, throughout the year for public and private
events, with the revenue benefitting the KVEC. KVEC has experienced a surge in reservations
in recent years and in an effort to continue to build upon such necessary income generating
business while still accommodating Kittitas County Departments' event space needs, has adopted
the following required procedures and reduction rate for event space reservations by a Kittitas
County Department:
1) KVEC EVENT RESERVATIONS - STANDARD RATE
A Kittitas County Department is welcome to reserve space at KVEC at any time, subject
to availability, at the standard rental rate charged to all other entities - See current fee
schedule for applicable rates.
2) KVEC EVENT RESERVATIONS — REDUCED RATE
A Kittitas County Department may benefit from a reduced rate for reservations at KVEC,
subject to availability, when the following conditions are met:
a. The requesting department is able to prove that all other venue options have
been exhausted and KVEC is the venue of last resort.
b. The requesting department must book their reservation through KVEC's
online system or by calling the KVEC office. Informal requests will not be
honored.
c. The requesting department shall wait for confirmation of their reservation
from KVEC prior to sending out any communication to event/meeting
attendees.
d. The requesting department understands that KVEC resources may not be
available for last minute reservations.
e. The requesting department understands that KVEC reserves the right to
schedule the reduced rate reservation in the location of their choosing.
3) REDUCTION RATE
a. County Public:
i. Discount rates —100% of room space, 100%, of other paid amenities,
50% of personnel.
ii. Examples include: public hearings and open houses
b. County Internal:
i. Discount rates — 70% of room space, 50% of other paid amenities, 0%
of personnel
ii. Examples include: IT trainings for County staff, boards and
commissions (public lands advisory committee, fair board, etc)
c. County External:
i. Discount rates — 20% of room space, 0% of other paid amenities, 0%
of personnel
ii. County department events which include external audiences or
attendees.
iii. For example: a meeting of the WA State Association of County
Treasurers or Risk Pool trainings — e.g. having a trainer come to train
KC employees and inviting outside participants
d. County Membership or Association
i. Discount rates — 20% of room space, 0% of other paid amenities, 0%
of personnel
ii. Examples include: when Kittitas County is a member of a larger group
(ie: Yakima Basin Integrated Plan)
e. County Other and Goodwill
i. Discount rates - 20% of room space, 0% of other paid amenities, 0%
of personnel
ii. The catch-all category for events or meetings that don't fit other
categories
BOARD OF COUNTY COMMISSIONERS
COUNTY OF KITTITAS
STATE OF WASHINGTON
RESOLUTION
NO. 2017 -
RESOLUTION TO ADOPT THE KITTITAS VALLEY EVENT CENTER POLICY AND
REDUCTION RATE FOR COUNTY RESERVATIONS
WHEREAS, Kittitas Valley Event Center has various facilities, with differing rental rates, available for
use for public and private events held throughout the year; and
WHEREAS, resolution 2006-64, adopted April 18, 2005, provides for an event space fee waiver for
Kittitas County Departments and Agencies to use event center facilities for specific uses
and following certain conditions; and
WHEREAS, the previously imposed conditions necessary to invoke the fee waiver have either not been
strictly adhered to or have been insufficient in preserving facility space priority for paying
customers, the income from which is vital to the Kittitas Valley Event Center operations;
and
WHEREAS, the Kittitas Valley Event Center has experienced a substantial increase in the demand for
rental space in the last few years; and
WHEREAS, the Kittitas Valley Event Center recognizes the importance of accommodating County
Department and Agency needs for event space; and
WHEREAS, the Kittitas Valley Event Center desires to balance the needs of the Event Center and
various County Departments by adopting a policy that allows for priority use of the event
space for paying customers while still providing options, either free of charge or for a
reduced fee in certain situations, to County Departments as proposed in the attached
Kittitas Valley Event Center Policy and Reduction Rate for County Reservations;
NOW THEREFORE, BE IT RESOLVED that the Board of County Commissioners of Kittitas County,
Washington, hereby adopts the Kittitas Valley Event Center Policy and Reduction Rate for
County Reservations, which is attached hereto and incorporated by reference.
DATED this day of , 2017, at Ellensburg, Washington.
BOARD OF COUNTY COMMISSIONERS
KITTITAS COUNTY, WASHINGTON
Chair
Vice -Chair
Commissioner
ATTEST:
❑ Clerk of the Board- Julie Kjorsvik
❑ Deputy Clerk of the Board- Mandy Buchholz