HomeMy WebLinkAboutPSA WiseThis Agreement dated is made by and between Kittitas County (hereinafter,theCountf) and WSE (hereinafter "Contractof'). The County and Contractoragree asfollows:
General Conditions; Attachment A (Scope of Work); Attacfrment B (SpecialTerms and Conditions); Aftachmentb liroof of tnsuianey.
copies of whk'tr are attached hereto and incorporated henein by this reference as fully as ifset forth herein.
The term of this Agreement shall commenoe on July 1, lrl2} and mntinue untilJune 30, 2a21- Any party may terminate this Agreernent nv'giving thirtvlsoioryr'noticein writing eitrer persimaitv delivered or mailed postage-prepaid by ertified mail, retumreceipt requested, to the parly's last known address foiftd purposes of givhg notice underthis paragraph.
Contractor acknovvledges and by signing this Agreement agrees that thelndemnificaficn provisbns setlorth in earioqinr 7 AnJ"p*ndent conhador), 9 (raxes),15 (Defense and lndemnity Agreementl,'z2 tpatenvCopyright lnfringernent) and 25(confidentiality), are.jotally and-tutly part or nis ngr""ment and have 6uen mutuallynegotiated by the parties.
Profess ional Services Agreeme,nt
Page 1
lN WITNESS WHERrOF. the parties have executed this Agi'eement this {,L- day
2024
_APfSqV-EK
BOARD OF COUNTY COMMISSIONERS
K.ITflTAS COUI'JTY lJlt\lf:Tnill!tlt{vtvr.
Brett
of
WISE
of $ignatory
{Date$2na_1
Prini Name of Signatory Vice'Chair
ABSENT
,,itltlll I' itrtl/
Cory Wright, Commissianar
\
Contractor Addrees
VVlLrt-
100 S. King $1., Suite 260
Seettle, WA 9S104
Froiect eontact:
Brandi Monts
Director TA anel Training
Professional Services Agreement
Fage2
of Board t
Gounty's Address:
|-l:s:t^ ^ r- ^. .*L rl\ltll1a5$ 'vUUl ll|
?05 FJest 5th Avenue, $uite 108
Ellensburg, WA 989?6
Projeet Contaet:
Kasey Knutson
County Coordinator
GENERAL CONDITIONS
1 . Scope of Contractor's Servic$:
Contractor agrees to provide to tne County services and any materiats set forth in theproiect narrative identified in Attachmen! 'A'l during the Agreement period. No material,labor, or facilities will be furnished by the Countyl unbss otherwise provided for in theAgreement.
2. Performance of Work:
Conlnactor shall perform work in accordance with, and shall comply with, all of theprovisions of this Agreement. Allwork shallcomply with apgicable laws, codes ordinancesand agreements.
3. Schedule of performance:
Unless directed otherwise by the Coun$, Contractor shall perform the work in accordancewifi any schedules made a part of this Agreement
4. Definitions:4-1 "Additional lnsured's" means fre County, its su@essors and assigns, andthe respective directors, officers, emplo-yeeg agents and representatives ofthe County and its successors and assigns.4-2 "Subcontractof is any seMoe providei or ofrrer vendor contracted by theContractor to provide consumer serviaes or any other work for the puipose
of meeting the contractofs obligatbns under fris Agreement.4.3 "supporf means the following: Confador's direcdrs, ofihers, employees,
agents and representatives; and sub-Gonhactors of any tier; tne reipe6ive
directors, ofiicers, ernployees, agents and representatives'of these sub-
Contractors of any tier; and any other person or entity acting under thedirection or control of, or on behatf of, Conhactor or any Contracto/s sub-
Contractors of any tier in connection wisr or incident to lne performance of
the Work or this Agreement.4.4 The "Work" means all of the duties lbted in Attachment ,A,, and theperformance of all other obligations, under this Agreement by Contractor or
its Support.
5. Accountinu and pavment for Contractor Servies:PaymenttothecontrnderthisAgreementshallbeasset
fotth in Attachment uBu. Where Attachment 'Bn rcquires piymenis ov the County,payment shall be based upon billings, supported unless onerwis6 proviued in Attachment"8", by documentation of units of wort< atltually performed and arnounts eamed, includingyhlp appropriate, the actual number of daysworked eac*r month, iJt.r numoer of hoursf,ot' the month, and the total dollar .payment requested. Unless specifttry stated inAttachment "8" or approved in writing-in advane by Sre Kittitai County Board of
Profess ional Services Agreement
Page 3
eommissioners, the Couniy wiii not reinnburse the Contractor fcr any eosts of expenses
incurreei by the eontractoi in performance of tltis Agreerrrerit.
Where reouired. the County shall, upon receipt of appropriate documentation, compensate
the Sontractor, na inore often fiah''monthg, through the Colinty voucher $ystOm, tor the
Contractor's service pursuant to the fee schedule Set fOrth in Atiachment "8".
6 Assisnmeji! and*Subgqntraglng:
ruo pdrtlon of tnis Agreement may be assigned or subcantracted to any other individual,
firrn or entity withsut the express and prior written approval of the County.
7. lnglgpqldent Coritractoi.
fne Ccr;fiiiiar"ts services shaii be furnisheci by the eonfactor as an independent
Contractor and nothing herein eontained uhalt be mnst*.ied t* ereate a relationship of
emplover-employee or master-servant, but all payments made hereunder and all servicss
performed shall be made and performed pursuant to this Agreement by the Contractor as
an independent Contractor.
The Csntractsr acknowledges {T at the entire compensation for this Agreement is specifred
irr Atlgclrrrent "Bu and thu Con{ractor ig not ontitled to any County benefits including, bttt
not iimited io: vacation pay, holiday pay, sieJt leave pay, madical, dental, or +ther
insurance benefits, or any otlrer rights or privilegm afforded to Kittitas Coun$ ernployees"
Contractor will defend, indemnis and hold harmless the County, its Addltlonal lnsured's,
officers, agents or employees from any bss or expense, including but not limited to
settlements, judgments, setoffs, attorneys'fees or rcsts incurred by reason of claims or
ciemancis because of breach oi iiio pruvisioiis of fris paragraph.
8. No GJargntee of Emplovment:
The frforlrnanee of all or pari of this Agreenwnt by t}re Contraetor shall not operate ta
vest any employment rights whatsoever and shall not be deemed to guarantee any
employment of the Cantractor or any employee of the Contractor or any sub-Contraetor or
any employee of any sub-Coniractor by the eounty atthe present time or in the future.
9. Taxeg:
fhe Cantractsr underutandc and acknowledgas that the County will not withhold Federal
cr Stgte ineoRre taxes. Where required by $tats sr Federal law, the ecntractor authorizes
the eounty ta mcke withhslding for eny taxss othsr than incoms taxee {i.e. Medieare}. All
compensation reeeived by the eonffac'tor will be reported to the lnternel Revenue Service
at the end of the cglendar year in accordance wiih the applicabie lR regulations. lt is the
responsibility of the Confactor to make the necessary estimated tax payments throughout
the year, if any, and the eontractsr is solely liabie fsr any tax obligation arising from the
Coniractar's performance of this Agreement. The eontractor hereby agrees to indemnif,T
Professional Services Agreement
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the County against.any demand to pay taxes arising from the Contractor's failure to paytaxes on compensation earned pursuant to this Agredment.
The County will pay sales and use taxes imposed on goods or services acquired by theCounty hereunder as required by law. The Contractor irust pay all other taxes including,but not limited to: Business and Occupation Tax, taxes based on tfre Contractor"s gross 6inet income, or personal property to which the County does not hold tifle. The C6unty isexempt from Federal Excise Tax.
10. Reoulations and Requirement:
This Agreement shall be subject to all laws, rules and regulations of the United States ofAmerica, and State of Washington, and political subdivisiins of the State of Washington,and to any other provisions set forth herein or in the attached Attachments.
11. Riqht to Review:
This contract is su$ect to review by any Federal or State auditor. The County or itsdesignee shall have the rlght to review and monitor the financial and servie componentsof this program by whatever means are deemed expedient by the County. Such reviewmay occur with or without notice, and may include, but is not iimited to, on-site inspection!f Countv agents or employees, inspeciion of all records or othen materials wfrich theCounty 9*-tt pertinent to the Agreernent and its perbrmance, and any and allcommunications with or evalua$on by service recipienis under this Agreement. TheContractor shall preserve and maintain all financial records and recordi relating to theperformane of work under this Agreernent for 6 years after contract termination, and shallmake them available fur such review, within rcitiitas County, State of Washington, uponrequest.
12. Modifications:12.1 rfft_"j par$ may request changes in the Agreement. Any and all agreed
modifications shall be in writing, signed by eath of the parties.12'2 The County may, at any time, -by written notice ihereof to Contractor("Change Notice") makes changes in the Work within the general smpe ofthis Agreement, including, but not limited to: (a) changeiin, revisions to,
substitutions for, additions to or deletions of any Wdrk; (b) changes in
schedule; and (c) acoeleration, deceleration or suspension of'performance
of any Work.12.3 lf any change in the Work causes an increase or decrease on Contractor'scost of, or the time required for, performance of the Work, an equitable
adjustment in the compengation to Contractor and in the schedule for thepertonnance of the Work shall be made to reflect such an increase or
decrease,12'4 Notwithstanding any dispute or delay in arriMng at a mutually acceptable
equitable adjustment, Contrsctor shall proceed in accordance with all
Change Notices. Contractor must, within thirty (30) days after receipt of any
Professional S ervices Agr,eement
Page 5
12.5
Change Notice that doe,s not set fsrth
the County a written statement setting
lf any change results in a decrease in
any acceptabie arijusimeni, submit to
forth any adjustment cleimed.
ihe Work performed, Contractor shall
AS
reviSing dosign alieady ca
and revising documents.
13. Ternniru*ipt for DefaUlt:
lf td C.ontractor defaults by failing to perfonn any of the obligations of the Agreement,
including violating any law, regulation, i"ule sr ordinance applicable to this Agreernent, or
becomel insolvent or is declared bankrupt or comrnits any act of bankruptcy or insolveney
or makes an assignment for the benefit of creditors, the County may, by depositing written
Rotice to the Contractor in the U.S. rnail, pastageprepaid;tenninatelhe Agreement, and at
the County's option, obtain performance sf the work elsewhere. lf the Agreemeni is
terminateel frrr riefault, the Contractor shall not be entitled to receive any further payrnents
under the Agreement untilall work called fer has been fully performed. Any extra cost or
damage te the County resulting from such default(s) shall be deducted from any money
clue or *oming due to the Contractnr. The CantrarJ.nr shall frear any extra expenses
incurred by g1; Coung in completing the uncrL, and all darrtage sustained, orwhich may be
sustained by tfre County by reason ol such default.
lf a notice of terminatlon for default has been issued and it is later determined for any
reason that the Gontnacfor was not in default, the rights and obligatbns st the partbs shall
be the sarne as if the notice of termination had been issued pursuant to the Terminaticn for
Public eonvenience paragraph hereof.
14. Termination for fybl@:rne@-ngieement in whole or in part whenever the County
determines, in its sole discrction that such termination is in the best interests of the
Counfy. Whenever the Agreernent is terminated in amrdance with ihis paragraph, the
Sontrictor slrall be entitledts payment for actualurork performed at unit contract prices for
completed items of work. ln the event of such terrnination, an equitable adjustment shall
be made in the compen$etion payabie ta Csntractor.
An equitable adjustment in the ccntraet price for partiallir completod items of work will be
maCe, but such adjuetment shall not include prcvision for loss of anticipated profit on
deleted sr uRsompleteC wort<. Terminetion of this Agreernent by the Coun$ at any time
during the term, whether for default ci e,sRvefliefies, shall not eonetitute a breach of
contrac,t hy the Cnttnty
18. Termi{rfltjon,Due to Chanse in Fun.$ins- lf the funds upon which the County relied io
estawitlrdrauin.reducedorlimited,orifadditionalor
modified conelitions are placed on such tunding, tile County may terminate this Agreement
Profess ional Services Agreement
Page 6
by providing at least fifteen (15) calendar days written notice to the Contractor. Thetermination shall be effective on the date specifieO in tne notice of termination.
16. Defense & lndemnitv Aoreement:
The Contractor agrees to and shall defend, indemnify and hold harmless the County, itsAdditional lnsured's, appointed and elective officers, agents and employees, from andagainst all loss or expense, including but not limited to judgments, settiements, attorney'sfees and costs by reason of any and all claims anO Oemands upon the County, itsAdditional lnsured's, its elected or appointed officials, agents, or employees for dam-agesbecause of personal or bodily injury, including death }t any tirne' resulting therefrjm,sustained by any person or persons and on account of damage to property including lossof use thereof, whether such injury to persons or damage to property is due to thenegligence of the Contractor, its sub-Contractors, its elected officers, employees or theiragents, except only such injury or damage as shatl have been occasioned by the solenegligence of the County, itrs Additional lnsured's, appointed or elected sfficials, agents, oremployees- lt is further provided that no liability shall aftach to the County by reason ofentering into this contrac*, except as expressly piovlded herein.
17. lndustrial lnsurance Waiver:
With respect to the perfonnance of this Agreement and as to claims against the Cognty, itsAdditional lnsured's, officers, agents and employees, the Contractor?xpressly waiws itsirnrnunity under Tifre 51 of the Revised Code'of Washington, the lndustrial lnsurance Act,for iriuries to its enpl and agrees that the obligatdns to indennniff, defend and holdharmless provkled in this agreement -extend to any-clainr brought nV # on behalf of anyernployee of the confractor. This waiver is mutualg negotiatio oir are p"rti"" to thisAgreement
18. Venue and Choice cf Law:
ln the errcnt that any litigation should arise oonceming the construdion or interpretation ofany of the terms 9f {ris Agreement, the venue of suih action of litigation shall be in theSuperior Court of the State of Washington in and for the Couity of Kittitas. ThisAgreement shall be grovemed by the law oi the state of washington.
19. Withholdins payment:
ln the event the Contractor has failed to perform any obligation to be performed by theContractor under this Agreement within the time sei tortn in this Agreement, then tfreC?yntv. may, upon written notice, withhold all monies due and payloe tg iontractor,without penalty, until suc{t failure to perform is cured or otherwise aOluUicateO.
20. F,uture Non-Allocation of Funds:
lf sufficient funds are not approprtated or allocated for payment under this Agreement forany future fiscai period, the County willnot be obligatecj to make payrnents for servies oramounts incuned after the end of the current fiscil period. No ilenalty or expense shallaccrue to the County in the event this provision applies.
Professional Services Agreernent
Page 7
Z 1 . Contractpr UqmmitqFnts. Warranties and Representations:
_. _ I:: : "tt:i:iT#ffiffif'il,Ji
under fhe laws of th€ fltate of Washlngtorr, and na$ ell requi$ito coipofale
power and authority to enter into and to perform its obligations under this
Agreement.
21.2 The Contractor has the authority to execute this Agreement, to make the
representations and warranties set forth in it and to perform the obligations
of the Contractor under this Agreement in accordance with its terms.
21.3 This Agreement has been validly executed by an authorized
representative of the Contractor and constitutes a valid and legally binding
and enforeeable obligation of Gcntractsr'.
21.4 The Ccntractor fras or will obtain prior to the commencernent date such
li{:enses, perrnits and other authorizations from federal, state and other
govemmenial authorities, as are nesessary for the perfon"nance of its
obligations under this Agreement.
21 .5 Th* Contractor is not in vit:rlali*n rf any applieable law, ordinance rlr
regulation the consequegce of whic* willor may materially afrect
ttontractor's ability to perlorffi lts rbligations urid*r this Agreernent. The
Cs$tractor is not subject to any order or iudgment of any coutrt, tribunai sr
gCIvernmental agency which materially and adversely affecls its operations
or assets in the State of Washington, or its ability to perform its obligations
underthis Agreement.
21.€ Nsne of the representatione orwananties in this Agreement, and none of
the documents. statements. certificates or schedules furnished or to be
furnished by oqntractor pursuant nereto or in aonnociion wiiii ihe
performance of the obligations contemplated under this AgreerRent,
contains or will contain any untrue statement of a material fact or omits or
will orrit to state a material fact necesaary to rnake the statements of faci
contained therein not misleading.
22. PatenUCopwioht lnfrinsem
Contractor will defend and indemnify the County from any ciaimed action, cause or
dernand brought against the Couniy; ts the extent such actisn is based on the claim thai
infurrnetion sr,tpplied by the Cantraetor infringes any patent or eopyright. The Contractor
wiit pay those costs anci damages attrihutable tc any such claims that are finally awarded
against the Coung i* any actiun. $uch defense and paymetrts are cenditianed upon the
foll*wing:
ZZ.l Contractsr sheli be notified promptly in writing by County of any notice of
such cialm,
22.2 eontraetor shall have the right, hereunder, at its option and exBense, to
obta{n for the eoung the right to continue using the infolmation, in the event
Profu ss ional Services Agree ment
Page I
such claim of infringement is made, provided no reduction in performance orloss results to the County.
23. Disputes:23.1 General
Differences between the Contractor and the County, arising under and byvirtue of the Agreement Documents shall be nrought to the-attention of the
County at the earliest possible time in order that suih matters may be setledor other appropriate action promptly taken. Except for such objeCions as aremade of record in the manner hereinafter specified and withinthe time limitsstated, the records, orders, instruclions, and decisions of the Kittitas County
Commissioners shall b finaland conclusive.
23.2 Notice of potential Claims
The Contractor shall not be entitled to additional compensation which
othenvise Tay ne payable, or to extension of time for (1) any act or failure toact by the County, or (2) the happening of any event or ociunence, unlessthe Contractor has given the County-a written Notice of potential Glaimwithin ten (10) days of the commencement of the act, failure, or event giving
rise to the claim, and before final payment by the County" Tfre written Noticeof Potential Clairn sfrall set forth the reaions for r,v'nicn the Contractorbelieves addilionalcompensation or extension of time is due, the nature ofthe cost lnvdved, and insofar as pssible, the amount of the potrential claim.
Contractor shall keep full and conrplete daily records of the work performed,
labor and material used, and all msts and additional time claimed to beadditional.
23.3. Detaited Ctatm
The Contractor shall not be entitled to claim any such additional
compensation, or extension of time, unless within thirti (30) days of the
completion of the portion of the wo* from which the claim arose, and beforefinal payment by the County, the Contractor has given the County a detailedwritten statement of each element of cost or other compensation requestedand of all elernents of additional time required, and copies of any supporting
documents evidencing the amount or extension of time claimed to be due.
24, Qwnership of ltems produced:
All writings, programs, data, public reoords or other materials prepared by the Contractorand/or its consultants or sub4ontractors, in connection 'witir perfoimance of thisAgreement shall be the sole and absolute property of the county.
' r- -
25. Confidentiatitv:
The Contractor, its employees, Sub-Contractors, and their employees shall maintain theconfidentiality of all information provided by the County or acquired by the Contractor in
Professional Services Agreement
Page I
pefformance of this Agreen'lent, except: 1) as provided belovu, 2) uPon the Prior written
consent ot the Kittitas County Prosecuting Attorney; or 3)upon an order entered bY a u.ruit
after having acquired jurisdiction over the County. Contraetor shallimmediately give to the
agents or
judgments
provision
sha!l indernnify and hsld harrntess the CountV, its Addltional g,
employees from all
^^t^Sfa al4arna' rat, Dti(LJlto, gItLJl I lsyit
loss or expen$e, including,but not limited to settlements,
fees end costs resulting from Contract0fs breach of this
26. Notice:
ExcffiTset forth elsewhere in the l\greement, for all purposes under thls Agreement,
exceg serviee of process, notice shall be given by the Contractor to the departmeni head
of the departmefrt fOr whom s€ivr$€s arc rendsred, end to the Kittitas Gounty
eommissioners, Zt)b W b,th Ave, iiuite 108, Ellensburg, WA 98926. Nctice ta the
Contractor for ail pirrposen undsr this Agreement shali be given to the address reflecied on
the signature page. Notice may be given by delivery or by depositing in the U-$- Mail, first
class, postage prepaid.
27. Sevprabilitv:
f al@?-condition of thrs Agrceme*t or the applicatkrn tlierstf to any peruerrr{si or
circurRstarrsls is liekl i*valilJ, such invalidity shall not afiect other terms, csnditions or
applhations which can be given effectwiftotr{ the invalid tenn, condition or application' To
this enel, the terms and condlfions of thb Agreement are declared severable'
28. Miscellaneous:Zaf ffre Coun{/s hilure or de}a-v to insist upon strict performance of any of fte
provlsions of m,s ASre€ffeilt or to exercise any righis sr remedies unrier this
Agreement shall not be mnstrued as a waiver or relinquishrnent to any
extent of its right to assert or rely upon any such provisions, rights or
remedies in tfiat or any other instance; rather the same shall be gnd remsin
in fullfore and effec{.
Z8.Z This {greement embodies the entire Agreement between the County and
Contractor, aRd suBemdes any and all prior agreements, regardinE the
Work. No change, amendment or modifieation of any provisicns of this
Agreement shalibe valid unless set -forth in a written instrument signed by
the party to be bound herebY,
?8.j The i.ights and rernedios of ihe County sei forth in any provision sf thls
Agreeirent are in acl1itisr-i ta and da not in any way limit any other rights of
remedies asorded to *ie Gounty by any other provisions of this Agreement,
by any of Contracto/s Support or by iaur.
ZB.4 The headings of sections and paragraphs of this Agreement are for
convenience of reference oniv and are not intended to restrici, affeci or be
of any weight in the interpretatiofl or construc{ion of the provisions of such
sections or Paragraphs.
Professional Services Agreement
Page 10
29. Waiver:
Waiver of any breach or condition of this Agreement shall not be deemed a waiver of anyprior or subsequent breach. No terms or conditions of this Agreement shall be held to bewaived, modified or deleted except by an instrument, in wiiting, signed by the parties
hereto.
30. Survival:
The provisions of paragraphs T, g, 11, 19, 14, 1s, 16, 17,1g, 19, 20,21,22,2g,24,2s,29,31, and 32, shall survive, nohvithstanding the termination or invalidity of thisAgreement for any reason.
31. Nondiscrimination:
31.1 The County is an equal opportunity employer.
31.2 Nondiscrimination in Emplovment
ln the performance of this Agreement, the Contractor wilt not
discriminate against any employee or applicant for employment on thegrounds of race, creed, color, national origin, sex,-seiualorientation,
rnaritalgtatus, age or the presence of any sensory, mental orphysical handicap; prwided that the prohibition agiinst discriminationin employment because of handicap shall not aptty if the particular
disability prevents the proper perfirrmance of the'partlcular worker
involved" The Confactor shall ensure that applicants are employed,and that employees are treated during empbyment without
discrimination because of their rctce, creed, color, national origin, sex,
sexual orientation, marital stafus, age or the presence of any sensory,
mental or physicalhandicap. Such action shall include, but not belimited to: employment, upgrading, demotion or transfers, recruitment orrecruitmentadvertising, layoffortermination, rates of pay or otherforms of compensation, and programs for training incluoing
apprenticeships. The Contractor shall take such action with respect tothis Agreement as may be required to ensure fullcompliance withlocal, state and federal laws prohibiting discrimination in employment.
31.3 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, maritalstatus, age or
the presence of any sensory, mentar or physicar handicap.
91'4 { tny assignment and/or subcontracting has been authorized by the
County, said assignment or subcontraci shall include appropriate
Professional Services Agreement
Page 11
safeguards against discrimination. The Contraetoi' shaii iake such
action as may be required to ensure full compliance with the
provisions in the immediately preceding paragraphs herein'
3?. PrevsilingWbse:
Contractoi itralt pay the prevailing rate of wages to all workers, laborers, or mechanics
ernployed in ihe performance of any part of the S/ork in accardence with RCW 39.12
and the rules and regulations of the Department of Labor and Industries. The scheduie
of prevailing wages rates for the locality or localities of the Work is determined by the
lndustrial Statistician cf the Department of Labor and lndustries. lt is the eontractor's
responsibility to verrty the apphcable prevailing v/age rate. lt is understood that the
Contractor is responsible for obtaining and completing all required government forms
anel submitting same to tire prapei authot"ities.
Dispirtes regarciing prevailing wage rates shall be referred for arbitration to the Director
sf the Departnnent of Labor and lndustries. The arbitration deeision shall be final and
conclusive and binding on all parties involved in the dispr"lte as provided for by ReW
39 't2 Oafr.
33. Sebannent Ce*ificalbn.
The Corrtractor sertifies that it:
33.1 ls not presently debaned, suspended, proposed for debarment, declared
ineligible or voluntarily exeluded from covered transactions by any Federal
department or ag€nsy.
33.2 Has notwithin a three,year period praceding the execution of this contract
with Kittitas Countv, been convicted of or had a civiljudgment rendered
agatn$t them t'or commission af fraucj or a crirninaiofiense in oonrteciioii
with obtaining, attempting to obtain, or performing a public or private
agreernent or transaction, violation sf Federalor State antitrust statutes or
comrnission o{ embezzlement, theft, forgery, bribery, falsification or
eJestruction of reeords, making false statements, tax evasion, receiving
stolen property, making false slaims, sr sbstruction of justice.
33.3 ls not presently indicted for or othenvise criminally or civilly eharged by a
gCIvernrnental entity (Federal, State, or local) with commissian of any of
the offenses enumerated in paragraptr 33.2 ef tltis sedion.
3-1.4 l-las not within a three-y+ai pbriod preceding the preceding ihe exaeution
of this eontract with Kifiitas Cauniy had cne sr rnors public transactions
(Federa!, $tate, or loeal)terrtlinateel f$r cause cf riefauli.
Professiona{ Servioes Agreement
Page 12
ATTACHMENT'A"
SCOPE OF WORK
Funding is provided for the following activities and deliverables:
wlsE and/or third party consultant shall provide training in regard to the
developmental disabilities program in Kittitas County, for capacity building with
information and education or employment and day service specific topics. Any
third party consultant will require priorwritten approval.
a. Deliverable: completed sign in sheets for training attendees.b. Deliverable: copies of training assignments, handout materials, or
training evaluation results, as requested.
1
Professional Services Agreement
Page 13
AT'TACI{ME-Nr "El"
SPECIAL TERMS AND EONDITIONS- .-F:*-".:n
-"T.-.F9-.^
l]*:Ei'e
Reimbursement far all hourly services and/or travel related expenditures shall follow
the attached Training and Technical Fee Schedule for WISE and shall comply with
Cr;unty Travel policies and shall include:
a. Receints are required for payment of reservations and charges for rental
ears, ineluding fuel purchased. Mileage reiniburseiitent is based on the
most current published State of Washington travel per diem rates.
b. if two or more empioyees are traveling to the Same iocation of official
business during ihe same time period, mileage reimbursement will only be
allowed for one vehicle.
e. Airline reservations shsuld be made early to sbtain the best rate available.
Receipts andlor boarding passes rnust be presented as receipts for
paymint of chargas. Rental cars are autharized only when shufile
servicee, mass trancit, or taxie ara not available or when a c'ar rental
wolrkl pggr.tli in s lower csst"
d. The arnount of per diem ailthorized is detennined on a per meal basis
dependent on the departure iime from the contraetsfs primary city of
employment, and the arrivaitime on retuln to the hsme city . A departure
time of one and one-half hours prior to an entployee's regular start time
qualifies an employee for breakfast; departure one (1) hour prior to regular
!.rF-h A^r,-ad +,ma *:rarii.*o aa amniarraa inr irrn*h'nnri roirrrrr ai ic=.ri rrri**lLtlr4jlt v{7tlq.fv itrllq r'lugt.ll9s aall vlttF,tvtvv .v, tv.3vre t
(1) hour after the regular wsrk hours qualifies a consultant for dinner. The
mea! reimbursement rate for the last day of travel would continue to be the
rate for the location rivhere the traveler iast stopped to aieep and they then
meet ihe required retum of at least one {1} hour afier the regular work
hsur-s ior the eriipieiy*e. Traveler may not stap nor delay for a n:eal just ta
meet the time rule.
e. Snaeks andrsr meals senyed sn airline$ and eontinental breakfasts, as
defined, wili not ieduce the per diem.
f . Fer Diern amcunts will be reduced by any of the allowed amount fsr meals
provided thrau gh c* nfers nce regist.ration, serni nar$, motellh ctel
roglstration, ete. Per Diem amounts inelude tips and exclude purchase of
any alcoholis beverages.
Professional Services Agreement
Page 14
Professional Services Agreement
Page'15
t Trai;rlng and Teohnical As*istanoe Fee Sehcdula eS?0 - 2823
i,'{$r;r ly t, r.:tt r* rtit. i; rti $i*te: I+i i.'riir
€ P{sllidiu tri$r'titger - $t l0 per houi plus hav€l erpensec
r S€nior progr8m fulsFagEf nnd Sir€etor$ - SI t5 per hsui, pki* lravel expenses
" irer:utive Eitecl*r and Arieisiant Etscutive Oirecioi - $135 p*r hcur, pi:rs trauei ei{F*{ts*s
n trda{l{$lrnl Teehr:Psl Aa$isiance ilTA} serviceE in WA 5ta{e - $1?5 pei huur, pirs* exsecees
o lneludes Slha'rior F,natrytir tenri*'f,t and Witt tl*sociate$,n lVd Stat*
! fnt€firntionat praiect* - 31T5 per ho"rr U$$, plus tre'rel expenses
Aiiititi",,ri*! i,-,usitiiIrt;i ;:ter f+i ::'r,lit'ti'tl1 +:rcl it:t:t-rl-ii,:,*l .tl'.i:;t;qr';: : i"t:t!'iles ;ie 'ls f*{{;-'"r,'i',
o g dslly r€te $f 15SS per staffrnernber nray be used in l;eu of h€u,'{y rates, plus irevelexgeirses
" Houii'f laf€i.$ f,'**lliJfiii4f Css+d +rJ.r+rr**$ on * c**e by cas* besis {requires appfe'cai bV Elt- Ciiecror.i
,: PitrEru*r lv?arrager -$!$$ ta{ ht$r
,: Sdrior F{"lErBm itatraqer and Oiractars - 9? $o per hcur
a Ereeutive $irEctor alrd ds$i$lnnt Executive ilireqtor - $tr ?5 per hsur
L1J€tltlt*F9:
1 tifise hafuiqg webin*rs {Erp t.: ? hcur*}: $?5 perpgmon fog ln}. imelude* cer{lfie*te c$eor*pl*fion
Z- Wesinar pre*egltd$.ona oiup to ! fuc$r*: $I,$SG per Fremniiins $iaff mernbsr {lwchrdae Freptirna} dsis hauriiy r6te*
fcn fc{fo,rv up
f. Wehsr*r*xpgort**{e$:Ec:slatlqrflnu**,helgde$h, lee$}tatl4rr!"rf!!ttk*Lt!{q, leg,iitl4tlfft sud'reys.du{utup{}tl;r*rlli
s;1prs(fifril?€a- nr${rJrEied ,1c-} 6 r€3e b}- e6's€ hssls +
i:i!:l{ ;;l:il.'ee .r\i..rS.*n:,J. $3EG per eors'*e. $6$S fir the feur+q}iirs* s*Fies
a lnhudurcilton to Supportad fmp[*ymen!. R''***.'.+rg', +n*l trerisc*{e'*lered Fla${dw
o Jch Bereiopn:rent and friarftasing
$ Systermaiic fnEtruetfsri: Teaciring, [-eanring, *nrl Retaining Abilitie*
e .Sreh! $eesfty r{sorh Incnnii'res {the course i* curr*ntly free of aFlmge}
t#15{ ijri [?et]i..l{?d Li;1.;-irY: $3$ peru*er $or }? nrontFrs sl:'ttrlirnited access
Eug;*t er;**. : per Stst€ ff Feder*t Trousl regulations
Sn a reirflbwsahJs basie atsd tt:ikagr biited at the then cilrr€flt !ftS fs*€s.
t1:er i:+[ !.=nruririxl .l{ in;t':
o The ahc.*e rotss do net inslHde coat of,rfn$er, iritErpffters" a$EernetiT e fofrmFts for dec$rneEts sF other
aa.eonrm+delion eesls. til* csst of BgFply"mg fuod, refreshrnentl +r luppflfea ts parlistpailts i$ d lsdining cr technicai
afffr$tdne€. Thedd €xF€fl$et rillbe r:egotlated arid Frspoged in dddition to tr*tning a;rd iechixcel a*gi*iance hor;:ly
or dai[y retes-
o An eli-inclu*frve rrt* per day *f tmining up io 50 pecpl* mry be negctratad cn a eese by sa$e bdsi$-
Fhir,:i irr.+i iri $r*!j*ril:S 5FF,i'if *!:
A 15% Scrrkdii*g Fc€ wil! b* *liu:.i;*d u* ariy ihird-Farty i$v+i,le bt,l${erdd ihrough Wi're- l'ot sny *s*tlsr:iit hiak*tcd rhnt
exeeed $*5,0fi$ in w fiserl year the flrokering ree vrill l*a.n be reduoed to I 0*.
The BroFering Fue includes the d*selsFm*ni of the subcqnFact" *sntr6ci compllenee nlonitori$q, ins$rance, fi*csl
cvsrsight, tudiJing r*rvice4 fi+cdl rspotti'ag to ihe rontractor sad lE$'
Thtrd Ff $J r,'r)rr, rtltfn?* mfly h* btnkFt'd witbin fhp Wiae rilF rfinSF per hrrtlr r-role*s othelrYiee f,psr$ved btl the
Exeeutive Oir€slor, 4nd"r$ th€ f$nd€l.
Ravised E*'?-1'2{l
Profess ional Services Agreernent
Page 16
ATTACHMENT "C''
The Contractor shall secure and maintain in effect at all times during performance of thework such insurance as will protect contractor, its support and the Additional lnsured,sfrom all claims, losses, harm, costs, liabilities, damages and expenses arising out ofpersonal injury {including death) or property damage i-hat may reiult from performanceof the work or this Agreement, whether suih perfolmance is by Contractor or any of itsSupport.
Contractor's insurance policies shall be occurrence-based, be primary insurance andshall be non-contributing with any other insurance maintained 6v xittiiai Countv.
All insurance shall be issued by companies admitted to do business in the State ofWashington and have a rating of A-, Class Vll or better in the most reeniry puuisneaedition of Best's Reports unless otherwise approved by the County. r an iirJurer is notadmitted, allinsuranf^p{tT and proceduies for issuing the insurance poiicies mustcomply with Chapter 48.1 5 RCW anf ZAq_ISWAC.
The Contractor shall provide proof of insuranoe for:
1)' "o:"T;J'#5#ffiT"I,;hce per project. $2,000,000generalaggregate
'.- $1,000,000 personaland advertising injury, each ofiense. Certificate Holder - Kittitas County' The Gertificate must name the County as additional insured asdefined in the Agreement
' sixty (60) days written notice to the county of cancellation
of the insurance policy.
2) Stop Gao/Emplovers Liabititv. Goverage 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 iounty of cancellation
sf the insurance policy.
3)
Profussional Sewices Agreernent
Page 17
' Automotriie Liabiiityforowned, non-owned, hired, and ieaseii
ventcies, with an MCS 90 endorsement and s CA 9946
endorsement attached if 'pollutants' are to be transported.
" $i,000,000 combined single lirnit
' Thirty (30) days written notice to the County of cancellation
of the insurance PolicY.
4)
%ensation in arnounis required by !avr.
Contraetor shall furnish the County a Certificate of lnsurance tniih Endot'se{}iettt as
eVideriee that pOlieies providing- insurance required by this A.greement are in ftdl foree
and effect. Contractor hereby waives atl rights of trecourse, including any right to which
aRother may be subrogatecl, against Kittitas County for personal iniury, including death,
and property damage. Contractcr's insurance policies required above shall be primary
insuiance anC snatiOe non-contributing witir any otfrer insurance maintained by Kitittas
County.
The Contractor shell assun'te full resp*n*lhll**r {*r all lssri {rr clarrage frurtt at-ry sause
whatssevet lo ar.ry lgols, Contract*r's employee-owned tools, machincry, equipmcnt, or
moior vehicles owned or rented by the Contr"actor" or the Contractor's agents, suppliers
or crrntractors as well as to any temporary structures, scaffolding and protective fences-
The Contractor shall have sole responsihilrty fon ensuring the insuranee coveraEe and
limits required are obtained by subeontractors.
NOTE: No contrsct ehall forrn until and unless a copy of the Certificate of lnsurance
with Endorsement, properly completed and !n the amount required, is attached hereto'
Professionai Sei-vices Agreement
Page 18