HomeMy WebLinkAboutPSA KC Chamber of Commerce (2)LT -2021-OO 1 -PSA-CHAMBER OF COMME RCE
PROFESSIONAL AGREEMENT
This Agreement is made by and between Kittitas County (hereinafter "the County")
and Kittitas County Chamber of Commerce (hereinafter "Contractor"). The County and
Contractor agree as follows:
General conditions; Exhibit A (scope of work); Exhibit B (Metrics); Exhibit c
(Compensation); Exhibit D (Proof of lnsurance).
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 1st day of January 2021 and
continue until the 31st day of December 2021. 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
lndemnification provisions set forth in Paragraphs 7 (lndependent Contractor), 9 (Taxes),
15 (Defense and lndemnity Agreement), 21 (PatenUCopyright lnfringement) and 24
(Confidentiality), are totally and fully part of this Agreement and have been mutually
negotiated by the parties.
P rofessi onal Se rvi ces Ag ree ment (r ev . 09 I 24 I 20 1 8)
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lN WITNESS WHEREOF, the parties have executed this Agreement this
of IW" ,2020.
lff 0",
APPROVED
BOARD OF COUNTY COMMISSIONERS
KITTITAS COUNry,INGTON
S natu re of Si ry Cha
(Date
lrArxrulorlt4 Fm,ril,)'Priirf Name'of Srg natory
A*SEI{T
Commissioner
Board
Approved as to Form
By:
Deputy Prosecuting Attorney
Contractor Address County's Address
609 N. Mai
Ellensburq. WA 98926 Kittitas County
205 West Sth Avenue, Suite 108
Ellensburg, WA 98926
Professional Servi ces Ag reem ent (rev . 09 124 I 2O 1 8)
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Project Gontact:
Madison Ford, Director of Tourism
and Events
Professional Services Agreement (rev . 09 124 I 201 8)
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Project Contact:
Judy Pless, Budget & Finance Manager
Taylor Crouch, LTAC Clerk
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GENERAL CONDITIONS
1. Scope of Contractor's Services:
Contractor agrees to provide to the County services and any materials set forth in the project
narrative identified in Exhibit "A" during theAgreement period. No material, labor, orfacilities
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 othenruise by the County, Contractor shall perform the work in accordance
with any schedules made a part of this Agreement.
4. Definitions:4.1 "Additional lnsureds" 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 "8". Where Exhibit "B" requires payments by the County, payment shall be based
upon billings, supported unless otherwise provided in Exhibit "B", by documentation of units
of work actually performed and amounts earned, including where appropriate, the actual
number of days worked each month, total number of hours for the month, and the total dollar
payment requested. Unless specifically stated in Exhibit "B" or approved in writing in
advance by the Kittitas County Board of Commissioners, the County will not reimburse the
Contractor for any costs or expenses incurred by the Contractor in performance of this
Agreement.
Where required, the County shall, upon receipt of appropriate documentation, compensate
the Contractor, no more often than monthly, through the County voucher system, for the
Contractor's service pursuant to the fee schedule set forth in Exhibit "B".
Professi onal Se rvi ces Ag reem ent (rev . 09 124 I 20 1 8)
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6. Assiqnment and Subcontractinq.
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. lndependent 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
i ndependent 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, indemnifiT and hold harmless the County, its Additional lnsureds,
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 Emolovment:
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. \Nhere 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. lt 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 indemnifiT
the County against any demand to pay taxes arising from the Contractor's failure to pay
taxes on compensation earned pursuant to this Agreement.
The County will pay sales and use taxes imposed on goods or services acquired hereunder
as required by law. The Contractor must pay all other taxes including, but not limited to:
Business and Occupation Tax, taxes based on the Contractor's gross or net income, or
P rofessi onal Se rvi ces Ag ree m ent (rev . 09 124 120 1 8)
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personal property to which the County does not hold title. The County is exempt from
Federal Excise Tax.
10. Requlations 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. Riqht to Review:
This contract is subject to review by any Federal or State auditor. The County or its designee
shall have the right to review and monitor the financial and service components of this
program by whatever means are deemed expedient by the County. Such review may occur
with or without notice, and may include, but is not limited to, on-site inspection by County
agents or employees, inspection of all records or other materials which the County deems
pertinent to the Agreement and its performance, and any and all communications with or
evaluation by service recipients under this Agreement. The Contractor shall preserve and
maintain all financial records and records relating to the performance of work under this
Agreement for 6 years after contract termination, and shall make them available for such
review, within Kittitas County, State of Washington, upon request.
12. Modifications:
12.1 Either party may request changes in the Agreement. Any and all agreed
modifications shall be in writing, signed by each of the parties.
12.2 The County may, at any time, by written notice thereof to Contractor ("Change
Notice") makes changes in the Work within the general scope of this
Agreement, including, but not limited to: (a) changes in, revisions to,
substitutions for, additions to or deletions of any Work; (b) changes in
schedule; and (c) acceleration, deceleration or suspension of performance of
any Work.
12.3 lf any change in the Work causes an increase or decrease on Contractor's
cost of, or the time required for, performance of the Work, an equitable
adjustment in the compensation to Contractor and in the schedule for the
performance of the Work shall be made to reflect such an increase or
decrease.
12.4 Notwithstanding any dispute or delay in arriving at a mutually acceptable
equitable adjustment, Contractor shall proceed in accordance with all Change
Notices. Contractor must, within thirty (30) days after receipt of any Change
Notice that does not set forth any acceptable adjustment, submit to the County
a written statement setting forth any adjustment claimed.
P rofessi ona I Se rvices Ag reem ent (rev . 09 124 I 20 1 8)
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12.5 lf 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:
lf 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. lf 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.
lf 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. ln 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 & lndemnitv Aqreement
The Contractor agrees to and shall defend, indemnify and hold harmless the County, its
Additional lnsureds, 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
lnsureds, its elected or appointed officials, agents, or employees for damages because of
Professi ona I Services Ag reement (r ev . 09 I 24 1201 8)
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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 lnsureds, appointed or elected officials, agents, or employees. lt is further
provided that no liability shall attach to the County by reason of entering into this contract,
except as expressly provided herein.
16. lndustrial lnsurance Waiver:
With respect to the performance of this Agreement and as to claims against the County, its
Additional lnsureds, officers, agents and employees, the Contractor expressly waives its
immunity under Title 51 of the Revised Code of Washington, the lndustrial lnsurance 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:
ln 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. Withholdinq Payment:
ln 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:
lf sufficient funds are not appropriated or allocated for payment under this Agreement for
any future fiscal period, the County will not be obligated to make payments for services or
amounts incurred after the end of the current fiscal period. No penalty or expense shall
accrue to the County in the event this provision applies.
20. Contractor Commitments, Warranties and Representations:
The Contractor represents and warrants to the County as follows:20.1 The Contractor is duly incorporated, validly existing and in good standing
under the laws of the State of Washington, and has all requisite corporate
power and authority to enter into and to perform its obligations under this
Agreement.
Professiona I Se rvi ces Ag ree ment (rev . O9 124 I 20 1 8)
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20.2
20.3
20.4
20.5
20.6
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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.
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.
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.
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.
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 . PalenUCopyriqht lnfrinqement:
Contractor will defend and indemnify the County from any claimed action, cause or demand
brought against the County; to the extent such action is based on the claim that information
supplied by the Contractor infringes any patent or copyright. The Contractor will pay those
costs and damages attributable to any such claims that are finally awarded against the
County in any action. Such defense and payments are conditioned upon the following:
21.1 Contractor shall be notified promptly in writing by County of any notice of such
claim.
21.2 Contractor shall have the right, hereunder, at its option and expense, to obtain
for the County the right to continue using the information, in the event such
claim of infringement is made, provided no reduction in performance or loss
results to the County.
22. Disputes
22.1 General
Differences between the Contractor and the County, arising under and by
virtue of the Agreement Documents shall be brought to the attention of the
P rofessional Services Ag reem ent (rev . 09 I 24 l2O 1 8)
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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
othenryise 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 insofaras possible, the amount of the potentialclaim. Contractor
shall keep full and complete daily records of the work performed, labor and
material used, and all costs and additionaltime 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. Ownershio of Produced:
All writings, programs, data, public records or other materials prepared by the Contractor
and/or its consultants or sub-Contractors, in connection with performance of this Agreement
shall be the sole and absolute property of the County.
24. Confidentiality:
The Contractor, its employees, sub-Contractors, and their employees shall maintain the
confidentiality of all information provided by the County or acquired by the Contractor in
performance of this Agreement, except upon the prior written consent of the Kittitas County
Prosecuting Attorney or an order entered by a court after having acquired jurisdiction over
the County. Contractor shall immediately give to the County notice of any judicial
proceedings seeking disclosure of such information. Contractor shall indemnify and hold
harmless the County, its Additional lnsureds, 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.
Professi ona I Se rvi ces Ag ree ment (rev . 09 I 24 I 20 1 8)
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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 sth 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:
lf 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
27.2
27.3
27.4
27.5
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.
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.
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.
The headings of sections and paragraphs of this Agreement are for
convenience of reference only and are not intended to restrict, affect or be
of any weight in the interpretation or construction of the provisions of such
sections or paragraphs.
The performance of this Agreement is subject to termination without
liability by either party upon the occurrence, or upon the prediction by the
National Oceanic and Atmospheric Administration, any other agency of
the United States Government, or any agency of the Government of the
Professi onal Servi ces Agree m ent (rev . 09 124 120 1 8)
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State of Washington of the occurrence of any circumstance beyond the
control of either party-including, without limitation, acts of God, war, acts of
terrorism within a fifty (50) mile radius of Kittitas County, government
regulations, disaster, pandemic/epidemic illness, strikes or threat of strikes
(except that neither party may terminate this Agreement for situations
involving that party's own employees), civil disorder, or curtailment of
transportation facilities-to the extent that such circumstance makes it
illegal, impossible or economically impracticable for the parties to
complete the duties and mutual obligations agreed upon and imposed
upon them herein. The ability to terminate this Agreement without liability
pursuant to this paragraph is conditioned upon delivery of written notice
from one party to the other within 10 days of such occurrence or upon
delivery of written notice from one party to the other within 24 hours of the
receipt of notice of the prediction of any of the above occurrences. To the
extent feasible within the constraints imposed by any event of the type
described above, the parties agree that if the triggering event is of
apparently or likely transitory effect, the parties may negotiate such
amendments to the agreement that are mutually satisfactory and not
othenruise contrary to law, including but not limited to a change in the
dates for completion of any portion or the entirety of this agreement.
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 Emplovment
ln 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,
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and that employees are treated during employment without
discrimination because of their race, creed, color, national origin, sex,
sexual orientation, marital status, age or the presence of any sensory,
mental or physical handicap. Such action shall include, but not be
limited to: employment, upgrading, demotion or transfers, recruitment or
recruitment advertising, layoff or termination, rates of pay or other
forms of compensation, and programs for training including
apprenticeships. The Contractor shall take such action with respect to
this Agreement as may be required to ensure full compliance with
local, state and federal laws prohibiting discrimination in employment.
30.3 Nondiscrimination in Services
The Contractor will not discriminate against any recipient of any services
or benefits provided for in this Agreement on the grounds of race,
creed, color, national origin, sex, sexual orientation, marital status, age or
the presence of any sensory, mental or physical handicap.
30.4 lf 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. Prevailinq Waqe:
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 lndustries. The schedule
of prevailing wages rates for the locality or localities of the Work is determined by the
lndustrial Statistician of the Department of Labor and lndustries. lt is the Contractor's
responsibility to verify the applicable prevailing wage rate. lt 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 lndustries. 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
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32.1
32.2
32.3
32.4
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ls not presently debarred, suspended, proposed for debarment, declared
ineligible or voluntarily excluded from covered transactions by any Federal
department or agency.
Has not within a three-year period preceding the execution of this contract
with Kittitas County, been convicted of or had a civiljudgment 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.
ls not presently indicted for or othenruise 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.
Has not within a three-year period preceding the preceding the execution
of this contract with Kittitas County had one or more public transactions
(Federal, State, or local) terminated for cause of default.
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EXHIBIT "A"
SCOPE OF WORK
ln addition to providing all material and labor, the Contractor shall perform the following
See Exhibit A -Scope of Work in Attachment #01 , the 2021 Kittitas County Lodging Tax
Grant Application Packet
Professiona I Services Ag reem ent (rev . 09 124 I 20 1 8)
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EXHIBIT "B"
METRICS
Performance will be assessed by the County Lodging Tax Advisory Committee based
upon information provided by the Chamber which will include the following;
See Exhibit B -- Metrics for Evaluation/Deliverables in Attachment #01 , the 2021 Kittitas
County Lodging Tax Grant Application Packet
Professional Services Ag reement (rev . 09 124 l2Q1 8)
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EXHIBIT "C"
COMPENSATION
oPTtoN c-2021
As full compensation for satisfactory performance of the work, the County shall pay
Contractor compensation not to exceed:
See Exhibit "C" - Budget in Attachment #01 , the 2021 Kittitas County Lodging Tax Grant
Application Packet
P rofessi onal Services Ag reement (rev . 09 124 I 20 1 8)
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EXHIBIT "D"
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 lnsureds
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 Vll or better in the most recently published
edition of Best's Reports unless otherwise approved by the County. lf 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:
rcial General Liabil lnsu
Coverage limits not less than:. $5,000,000 per occurrence. $1,000,000 per occurrence liquor liability. $1,000,000 products & completed operations aggregate. $1,000,000 personal and advertising injury, each offenseo Certificate Holder - Kittitas Countyo The Certificate must name the County as additional insured. Sixty (60) days written notice to the County of cancellation of the insurance
policy
Commercial le Liabilitv lnsurance (if ANY use of vehicle in performance)
Automobile Liability for owned, non-owned, hired, and leased vehicles (MCS 90
endorsement and a CA 9946 endorsement must be attached if 'pollutants' are to be
transported). Coverage limits not less than:. $1,000,000 combined single limit. Thirty (30) days written notice to the County of cancellation
of the insurance policy.
Additional Be
Professi onal Servi ces Ag reement (rev . 09 I 24 I 20 1 8)
Page 18 of20
LT -2021.00 1 -PSA-CHAMB ER OF COM M ERCE
T Workers'Com pensation
Workers' Compensation in amounts required by law
Stoo Gao/Emol overs Liabilitv
Coverage limits not less than:. $1,000,000 each accident. $1,000,000 disease - policy limit. $1,000,000 disease - each employee. Thirty (30) days written notice to the County of cancellation
of the insurance policy.
Professional Liability
The Contractor and/or its Subcontractor and/or its consultant providing
professional services shall provide evidence of Professional Liability lnsurance
covering professionalerrors and omissions. Such policy must provide the following
minimum limits:. $1,000,000 per claim. $2,000,000 annual aggregate. lf insurance is on a claims-made form, its retroactive date, and that of all
subsequent renewals, shall be no later than the effective date of this
Agreement.
Pollution Liability
The Contractor shall provide a Pollution Liability policy, providing coverage for
claims involving bodily injury, property damage (including loss of use of tangible
property that has not been physically injured), cleanup costs, remediation, disposal
or other handling of pollutants, including costs and expenses incurred in the
investigation, defense, or settlement of claims arising out of:. Contractor's operations related to this project; and/or. Remediation, abatement, repair, maintenance or other work with lead-based
paint or materials containing asbestos; and/oro Transportation of hazardous materials away from any site related to this project
Such Pollution Liability policy shall provide the following minimum coverage:r $ Per claimr $ annual aggregate
Property Damage
The Contractor shall provide a policy that covers damage to Kittitas County
facilities, including buildings, equipment, grounds, etc. Such policy shall provide
the following minimum coverage:o $ per occurrence
Professio n a I Servi ces Ag ree m ent (rev . O9 124 120 1 8)
Page 19 of20
LT -2021-OO 1 -PSA-C HAM BER OF COMM E RCE
Umbrella Coveraqe
Umbrella policies shall provide coverage at least as broad as specified for
underlying coverages (CGL, Auto, Employer's Liability) and cover those insured in
the underlying policies, including additional insured.o Amount required for this Agreement: $
Contractor shall furnish the County a Certificate of lnsurance to include the Policy
Endorsements/Exclusions as evidence that policies providing insurance required by this
Agreement are in full force and effect. Contractor hereby waives all rights of recourse,
including any right to which another may be subrogated, against Kittitas County for
personal injury, including death, and property damage. Contractor's insurance policies
required above shall be primary insurance and shall be non-contributing with any
other insurance maintained by Kittitas County.
The Contractor shall assume full responsibility for all loss or damage from any cause
whatsoever to any tools, Contractor's employee-owned tools, machinery, equipment, or
motor vehicles owned or rented by the Contractor, or the Contractor's agents, suppliers
or contractors as well as to any temporary structures, scaffolding and protective fences.
The Contractor shall have sole responsibility for ensuring the insurance coverage and
limits required are obtained by subcontractors.
NOTE: No contract shall form until and unless a copy of the Gertificate of
lnsurance with Endorsements/Exclusions, properly completed and in the amount
required, is attached hereto.
Failure of the Contractor to fully comply with the above insurance requirements during
the term of the Agreement shall be considered a material breach of contract and cause
for immediate termination of the Agreement at the County's discretion. Alternatively, the
County may procure and maintain, at the Contractor's sole expense, insurance to the
extent deemed proper up to the amount of the required coverage(s). The County may
offset the cost of such insurance against payment due to the Contractor under this
Agreement.
P rofessional Se rvi ces Ag reem ent (r ev . 09 I 24 120 1 8)
Page 20 of 20
ffiro\tnrry,nf * 01
2021
Kittitas County
Lodging Tax Grant
Application Packet
2021 KITTITAS COUNTY LODGING TAX
GRANT APPLICATION FOR TOURISM
Annlicant Information
Organization Name: KITTITAS COLINTY CHAMBER OF COMMERCE
Organization Mailing & Physical Address: 609 N MAIN STREET ELLENSBURG 98926
Organization Contact Person and Title: MADISON FORD, DIRECTOR OF TOURISM AND
EVENTS
Organization/Contact Phone: 509.925.2002 Email: MAnrsoN@KlrrrrAscolINrvcHAMRFRCoM Fax:
nla
Preferred davs and hours to call/contact: MONDAY * FRIDAY 8A-5P
Or ganization Website : CENTRALWASHINGTONOUTDOOR. COM
Federal Tax ID Number: 9l-0210430 UBI Number: 601133921
Organization is Ig Government Entity B 501(c) 3 X 501(c) 6 4' Other
Year's organization has been involved in tourism promotion in the Kittitas County: Intensively since
2000.
Funding Request Detail
l. 2021 Kittitas County Lodging Tax Funding Request: up to $368,095.00
2. Identify the specific tourism audience/market located more than 50 miles from the County
that your organization will target with these funds: Being in Central Washington we have
the ability to draw from at least an hour away in all directions: Wenatchee. Chelan.
Okanogan. Osyoos Canada. Spokane. Coeur d'Alene" Sandpoint. Kellogg. Pullman.
Lewiston. Tri-Cities. The Dalles. Portland. Tacoma. Yelm. Lacey. Seattle Metro. Bellevue
and North/Western Washington, specifically Pierce and King Counties. Our interest groups
are outdoor recreation. historic and educational, festival and event specific. business travel.
sports. small group getaways. and simple escapes from the urban lifestvle.
3. Describe in detail the tourism promotion activities that will be performed or provided with
the funding request above, that specifically target the tourism audience/market listed in #2:
In conjunction with individual municipality efforts. we will promote sunny weather" outdoor activities
such as hiking. biking. fishing. hunting-wildlife viewing. scenic drives. festivals- events. downtown
destination shopping. and other active activities that our region provides. Our focus areas are honed in
bv workins with the consolidated lodeine tax committee and continuous tourism and destination
marketins research with industrv nartners across the countrv. In the next few vears nost-COVID-19
specificall)r. our focuses will be on recreating responsibly. self guided excursions. scenic drives.
photography opportunities. walking tours. Scenic BywaLleverage. and allowing for reconnection and
escape as moral confliction in travel eases.
4. List on the following page the proposed quantity of specific tourism promotional activities
described in #3 above and the corresponding funding request for each activity.
ACTIVITY NUMBER PROJECTED
20212020
In Person Visits 7,000 7,350
Physical location and days/hours
The main Ellensburg Visitor Center is located on 609 N Main Street. The location will be open
October thru May six (6) days a week Monday-Friday 9a-5p and Saturday's l0a-2p. May thru
September seven (7) days a week Monday-Friday 9a-5p and Weekends 10a-2p. The Cle Elum Visitor
Center is open Monday-Saturday from 10a-4p year round. and hours may change slightly due to
tourism traffic. Staffing includes 4 P/T reception personnel for the front counter and I F/T Tourism
*Events Director that supervises and manages the VIC, Festival and Events. Marketing, Collateral.
Website and Partner interaction.
Lodsins Tax Partners
Partners t36 t43
Currently the tourism department has a database of 136 close partners that are local businesses featured in
our campaign. make up our tourism committee. and are involved in local events. We meet with each
partner regularly. and work with them to develop tourist-facing content that ties into their various
industries work. We also feature each partner throughout our tourism marketing campaign on
CentralWashingtonOutdoor. MliEllensburg. and DiscoverCleElum.com.
Brochures Produced,/Printed 5 0,000 50,000
The Tourism Department produces approximately 50.000 visitor guides and maps each year that feature
activities available including festivals and events, retail. lodging listings and other community
information that most travelers will base their trips upon.
Brochures Distributed/Mailed
Distribution method:
Under the contract of services. 2 part time employees are supervised for the purpose of distribution of
local brochures ( festival and events) and Visitor information (visitor guides. maps) throughout over 45
locations in Kittitas County. We also respond to a wide varietv of inquiries on topics such as
relocation. intent to travel. wedding parties. conferences. meetings and other business requests. We
have had 485 lead requests via print brochures and guides that have been mailed directly in 2019. our
last full-term year. just at the main Ellensburg VIC.
UsersonCentralWashingtonOutdoor.com 238,000YTD 266,560
Our Destination Marketing Campaign uses different approaches and strategies both organically and via
our advertisins camnaisn to tarset notential traveklers. and sive them the information and resources
they need to visit Kittitas County. Our campaign tactics include social media advertisingJisplay
advertisins. video advertisins- search ensine marketins. and orsanic content such as newsletters and
blogs to generate traffic to the website. The main attributing sources for our online traffic are display
advertising. and social media advertising on Facebook and Instagram. Our online traffic YTD compared
to the same period YOY is up by 120% despite the Coronavirus pandemic. local wildfires. and their
impact on travel.
DECLARATION
I understand the Washington State limitations placed on use of Hotel/Motel Tax funds, and
certify that the requested funds will be used only for purposes described in this application and
established by state law and county policy. I have the authority of the organization/entiry
represented in this application to submit this request for funding on its behalf. I understand the
use of funds is subject to audit by the State of Washington.
I declare that the foregoing is true and correct to the best of my knowledge.
Madison Ford
Print Name
Signature
Director of Tourism and Events
Title
t0-r9-2020
Date
EXHIBIT ''A''SCOPE OF WORI(
The Chamber agrees to provide the following services and engage in the following activities in support of
the Kittitas County tourism development effort:
1. Marketing Overhead
a. To serve as a direct report to the Lodging Tax Advisory Committee, attending monthly
meetings to provide updates and reports on marketing activities and where promotions are being done.
b. Prepare an annual marketing plan to present to the LTAC at the beginning of each year.
c. Serve as liaison to members of the tourism industry and event organizations.
d. Submit a monthly accounting of expenses incurred.
e. Obtain, analyze and apply data related to tourism-related activities in such a manner as to aid
the review of the effectiveness of Kittitas County's tourism development efforts.
g. Submit quarterly reports to the County about services completed and the state and
effectiveness of tourism promotion efforts. As requested, present such reports in person to the Board of County
Commissioners.
2. Website Maintenance and Social Media
a. Maintain, including periodic updates as needed, a public web site that promotes Kittitas
County tourism and provides information for visitors.
b. Manage, maintain and update on a regular basis, social media used for tourism purposes.
c. Track website traffic statistics including, but not limited to users, organic users, top pages,
click through rates, and attribution data.
3. Collateral Materials
a. Develop promotional materials
i. Brochures
ii. Maps
iii. Press Kits
iv. Video Clips
v. Photo Library
b. Distribute County tourism information and literature in the county and in other markets
c. Maintain stock and periodically review the effectiveness of county racks and rack locations
4. Marketing and Advertising
a. Administer and oversee County tourism promotion efforts to promote the County's events,
attractions, facilities, and destination downtown, including
i. marketing campaigns,
ii. advertising,
iii. brochures,
iv. solicitation of conventions and meetings,
v. participation in trade shows, and
vi. other activities agreed to by the parties from time to time.
b. Administer and oversee County Micro Grant program in efforts to support small events/new
eventsoutside ofthe annual consolidated grant cycle.
c. Report monthly with additional funding for Roslyn and Event Center partners. Provide
updates monthly to LTAC committee
EXHIBIT IIB'I METRICS FOR EVALUATION DELIVERABLES
Assessment:
Performance will be assessed by the County Lodging Tax Advisory Committee based upon information
provided by the Chamber which will include:
L Monthly report with content focuses for the previous month
2. Users
3. Organic Users
4. Social Media Data
5. Newsletter Data
5. ln addition to the goal for Lodging Tax receipts to increase up to five percent (5%) annually overall
County Lodging Tax revenue will be compared with previous year receipts.
6. Sales tax summary for tourism based business categories (to be supplied monthly by the County)
EXHIBIT ''C'' BUDGET ATTACHMENT
Operation Costs:Budget
Salaries/ Subscriptions/ VICi
Admin $ 56,396.00
Website (Online)$ 18,020.50
Online $ 127,190.00
Grants $ 53,972.50
Print $ 11,500.00
Business Related Promotions $ 13,800.00
Municipality Shortfall $ 41,791.00
Roslyn Campaign s 45,425.00
Total Budget $ 368,095.00