HomeMy WebLinkAboutPSA Ferguson GroupPROFESSIONAL SE RVICES AGREEMENT
This Agreement is made by and between Kittitas County (hereinafter "the County")
and The Ferguson Group, (hereinafter "Contractor"). The County and Contractor agree as
follows:
General Conditions; Exhibit A (Scope of Work); Exhibit B (Compensation);
Exhibit C (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 of May,2021, and continue
until the 30th of Aprtl,2022, unless renewed or terminated as provided herein. 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 (PatenVCopyright lnfringement) and 24
(Confidentiality), are totally and fully part of this Agreement and have been mutually
negotiated by the parties.
Professional Services Agreement
Page'1
WITNESS WHEREOF, the parties have executed this Agreement this -/ 9%ay
APPROVED:
BOARD OF COUNry COMMISSIONERS
KITTITAS COUNry,INGTON
Signatu re atory Brett Chairman
(Date -e
ABSENT
tttltt | | |nt Signatory Laura Osaidacz, Vice-Chairman
t\
2?JOHN H.SMITH III
NOTARY PUEUC DFTRlct OF @LUI'BIA
W ffi sion Expins Madr 31, 2020
e,
IJ Flp"
3-31-e5
Wright, Commissioner
lor c
,rr,|lll
District of columbia: ss
and sworn to before me, ln mypr€genctl
this
BoardJohnlll, Notary
My oxplrus Marsh fi,8040,
as to Form
By:
Deputy Prosecuting Attorney
Gontractor Address County's Address
of
a
1901 Pennsylvania Avenue NW
Suite 700
Washington DC 20006
Project Contact:
Kristi More
Professional Services Agreement
Page 2
205 West 5th Avenue
Room 108
Ellensburg WA 98926
Project Gontact:
Chairperson, BOCC
GENERAL CONDITIONS
1. Scooe of ctor'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 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 lnsured's" means the County, its successors and assigns, and
the respective directors, officers, employees, agents and representatives of
the County and its successors and assigns.
"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.
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.
4.2
4.3
5. Accountinq 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 othennrise 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 "8" 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 "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
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, orother insurance
benefits, or any other rights or privileges afforded to Kittitas County employees.
Contractor will defend, indemnify and hold harmless the County, its Additional lnsured's,
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 Emplovment:
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-cgntractor 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 lnternal Revenue Service
at the end of the calendat 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
personal property to which the County does not hold title. The County is exempt from
Federal Excise Tax.
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10. Regulations and Requirement:
This Agreement shall be subject to all laws, rules and regulations of the United States of
America, and State of Washington, and political subdivisions of the State of Washington,
and to any other provisions set forth herein or in the attached exhibits.
11. Rioht 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.
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
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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 Agreemeni, 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 contracl 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 & lndemnity Asreement:
The Contractor agrees to and shall defend, indemnify and hold harmless the County, its
Additional lnsured's, 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
lnsured's, its elected or appointed officials, agents, or employees for damages because of
personal or bodily injury, including death at any time resulting therefrom, sustained by any
person or persons and on account of damage to property including loss of use thereof,
whether such injury to persons or damage to property is due to the negligence of the
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Contractor, its sub-Contractors, its elected officers, employees or their agents, except only
such injury or damage as shall have been occasioned by the sole negligence of the County,
its Additional lnsuredrs, 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 lns Waiver:
With respect to the performance of this Agreement and as to claims against the County, its
Additional lnsured's, 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 C hoice 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 othenruise adjudicated.
19. Future Non-A n 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 mitments. Warranties and Reoresentations
The contractor represents and warrants to the county as folrows:20.1 The Contractor is duly incorporated, validly existing and in good standing
under the laws of the State of Washington, and has all requisite corporate
power and authority to enter into and to perform its obligations under this
Agreement.
20.2 The Contractor has the authority to execute this Agreement, to make the
representations and warranties set forth in it and to perform the
obligations of the Contractor under this Agreement in accordance with its
terms.
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20.3
20.4
20.5
20.6
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
Contracto/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. PatenUCopvright lnfrinsement.
Contractor will defend and indemnify the County from any claimed action, cause or demand
brought against the County; to the extent such action is based on the claim that information
supplied by the Contractor infringes any patent or copyright. The Contractor will pay those
costs and damages attributable to any such claims that are finally awarded against the
County in any action. Such defense and payments are conditioned upon the following:
21.1 Contractor shall be notified promptly in writing by County of any notice of such
claim.
21.2 Contractor shall have the right, hereunder, at its option and expense, to obtain
for the County the right to continue using the information, in the event such
claim of infringement is made, provided no reduction in performance or loss
results to the County.
22. Disputes
22.1 General
Differences between the Contractor and the County, arising under and by
virtue of the Agreement Documents shall be brought to the attention of the
County at the earliest possible time in order that such matters may be settled
or other appropriate action promptly taken. Except for such objections as are
made of record in the manner hereinafter specified and within the time limits
stated, the records, orders, instructions, and decisions of the Kittitas County
Commissioners shall be final and conclusive.
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22.2 Notice of Potential Claims
The Contractor shall not be entitled to additional compensation which
otherwise may be payable, or to extension of time for (1) any act or failure to
act by the County, or (2) the happening of any event or occurrence, unless
the Contractor has given the County a written Notice of Potential Claim within
ten (10) days of the commencement of the act, failure, or event giving rise to
the claim, and before final payment by the County. The written Notice of
Potential Claim shall set forth the reasons for which the Contractor believes
additional compensation or extension of time is due, the nature of the cost
involved, and 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 subcontractors, in connection with performance of this Agreement
shall be the sole and absolute property of the County.
24. Confidentiality:
The Contractor, its employees, subcontractors, 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 lnsured's, officials, agents or employees from all loss or
expense, including, but not limited to settlements, judgments, setoffs, attorneys'fees and
costs resulting from Contractor's breach of this provision.
To the extent that any information obtained by the Contractor is required to be shared with
or provided to others by the terms of the Statement of the Work, this provision is not
breached by such acts.
25. Notice
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Except as set forth elsewhere in the Agreement, for all purposes under this Agreement,
except service of process, notice shall be given by the Contractor to the department headof 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 The County's failure or delay to insist upon strict performance of any of the
provisions of this Agreement or to exercise any rights or remedies under this
Agreement shall not be construed as a waiver or relinquishment to any extent
of its right to assert or rely upon any such provisions, rights or remedies in that
or any other instance; rather the same shall be and remain in full force and
effect.
27.2 This Agreement embodies the entire Agreement between the County and
Contractor, and supersedes any and all prior agreements, regarding the
Work. No change, amendment or modification of any provisions of this
Agreement shall be valid unless set forth in a written instrument signed by the
party to be bound thereby.
27.3 The rights and remedies of the County set forth in any provision of this
Agreement are in addition to and do not in any way limit any other rights of
remedies afforded to the County by any other provisions of this Agreement,
by any of Contractor's Support or by law.
27.4 The headings of sections and paragraphs of this Agreement are for
convenience of reference only and are not intended to restrict, affect or be
of any weight in the interpretation or construction of the provisions of such
sections or paragraphs.
28. Waiver:
Waiver of any breach or condition of this Agreement shall not be deemed a waiver of any
prior or subsequent breach. No terms or conditions of this Agreement shall be held to be
waived, modified or deleted except by an instrument, in writing, signed by the parties hereto.
29. Survival:
The provisions of paragraphs 7, 9, 11, 13, 14, 15, 16, 17 ,18, 19, 20,21,22,23,24,28, 30,
and 31, 32 shall survive, notwithstanding the termination or invalidity of this Agreement for
any reason.
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30. Nondiscrimination:
30.1 The County is an equal opportunity employer
30.2 Nondiscriminatio in Emolovment
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,
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 Nondiscriminat ion 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 auth orized 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 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
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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:
32.1 ls 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 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.
32.3 ls not presently indicted for or otherwise criminally or civilly charged by a
governmental entity (Federal, State, or local) with commission of any of
the offenses enumerated in paragraph 32.2 of this section.
32.4 Has not within a three-year period preceding the preceding the execution
of this contract with Kittitas County had one or more public transactions
(Federal, State, or local) terminated for cause of default.
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EXHIBIT "A"
SCOPE OF WORK
Scope of work to include the following:
Strateoic Assess nt of Oooortunities
The Contractor will send a team of professionals, or conduct meetings via
videoconference if health orders continue to be in place, to Kittitas County to assess
and identify your local and regional priorities and develop a strategy to meet those
needs. Contractor understands a large component of County priorities lie in the l-90
Corridor and Contractor will focus efforts on that project. However, Contractor believes it
is beneficial to the overall strategy to explore all regional needs and look at the
intersection of transportation infrastructure to the local and regional economies.
Based on mutual discussions, Contractor will then provide County with a strategic
analysis and corresponding work plan that will assess and identify specific opportunities
for County projects, priorities, and goals. Contractor will coordinate with County to
discuss assessment and proposed work plan. The resulting strategic work plan will
serve as a roadmap for promoting County needs and priorities with flexibility built in to
adjust for future and changing circumstances. The final agenda and work pian will not
only concentrate on the strategy for the l-.90 Corridor, but also all County-wide priorities.
Grants Strateov
Contractor anticipates there will be a significant grants component to accomplishing the
County's goals. Contractor's grants staff will ensure all relevant competitive grant
opportunities are explored for priority projects identified in the work plan, including
federal, state, and foundation grant opportunities.
The development of the grants strategy for the County will be comprised of the
following:. Opportunities Analysis: Contractor provides a comprehensive approach to
developing project priorities and identifies the best funding opportunities for those
projects. contractor to provide a full report of funding options and a
recommended action plan that will improve award rates.. Proiect Evaluation; The project evaluation focuses on identifying funding
opportunities for specific County projects. Contractor will provide a list of funding
opportunities that coincide with county priority projects, as well as
recommendations about the best approach based on the project.. Strategic Advice: Once an opportunity is identified and the County decides to
move fonruard, Contractor will guide County in positioning the application for
success. Central to our success is knowledge of the underlying program's
authorizing legislation and priorities of the grant-making agency.
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G rant Guide
Based on Contractor understanding of the County's goals for the l-90 Corridor,
Contractor proactively compiled a Grant Funding Guide in January that includes
relevant information on potential federal funding sources for the planning and
construction of an.expansion of l-90. Contractor will build upon this initial set of grants
after meeting with County officials and partners and after Contractor has a more
detailed understanding of specific County needs.
Resional Coalition Buildinq
With a project with the magnitude of the l-90 Corridor Project, having support from the
local and regional communities will be critical to success. Contractor will work with
County to develop and organize a coalition of public agencies, regional organization,
private entities, and other interested parties who are in support of the l-g0 project and its
impacts to the community, region, and state. This coalition will serye as the driving force
for grass roots advocacy in support of the project as well as establishing a network of
project partners and a framework for information sharing and data collection. Contractor
will be responsible for identifying potential stakeholders, performing outreach to those
stakeholders, and developing the organizational structure of the coalition.
Once the coalition is established, Contractor will work with members to establish the
"face" and brand of the coalition, marking the coalition as an entity. Efforts in this regard
could include developing a logo to be used in the development of future outreach
materials. This brand will help establish the coalition as an entity and will be used in
grassroots advocacy efforts locally, regionally, at the state level, and in Washington,
DC.
Proiect Advocacv
Contractor will work with Kittitas County to develop an advocacy strategy that draws
upon the strengths of the County and its regional partners. lf developed, the regional
coalition will be instrumental in this regard. Contractor anticipates that federal
transportation programs will be a main target of funding for the l-90 project. ln this
regard, advocacy in Washington DC will be critical. Contractor practices a cooperative
team approach to advocacy in which the County is an integral part of the education and
advocacy process in Washington, DC. Contractor will work closely with County to
identify the best timing, audience, and message when County staff and coalition
members are in Washington, DC. Contractor encourages the County to make at least
one trip to Washington, DC annually to meet with their congressional delegations and
relevant federal agencies. An additional trip may be warranted depending on the
progress of County and coalition objectives.
Contractor's team will prepare meeting materials, provide recommended talking points,
brief County staff and coalition members in advance, discuss political strategies, and
answer all questions to help optimize effectiveness during advocacy meetings and
othenryise. Contractor will make all arrangements for the most effective use of time,
resources, and effort. Contractor will personally guide County staff and coalition
Professional Services Agreement
Page 14
members through these visits in Washington, DC and assist with related logistics and all
the necessary follow-up.
Professional Services Agreement
Page 1 5
EXHIBIT ''8"
COMPENSATION
Contractor to be rendered an annual flat fee of $60,000, payable in monthly installments
of $5,000. The monthly retainer will cover all services outlined in this proposal as well as
all expenses related to Contractor work for the County, including travel.
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EXHIBIT ''G"
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 lnsured's
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 othenryise 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:
1)Commercial Gene Liabilitv lnsurance. Coverage limits not less than:. $1,000,000 per occurrence per projecto $2,000,000 general aggregate. $1,000,000 personal and advertising injury, each offense. Certificate Holder - Kittitas County. The Certificate must name the County as additional insured as
defined in the Agreement. Sixty (60) days written notice to the County of cancellation
of the insurance policy.
2) Stop Gap/Employers Liability.. Coverage limits not less than:
: 31 :333:333 ;393:i',Tlcy m,. $1,000,000 disease - each employee. Thirty (30) days written notice to the County of cancellation
of the insurance policy.
3)Commercial Automo bile Liabilitv I nsurance
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
Page 17
Thirty (30) days written notice to the County of cancellation
of the insurance policy.
Workers'oensation
Workers'Compensation in amounts required by law.
Contractor shall furnish the County a Certificate of lnsurance with Endorsement 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 shallform until and unless a copy of the Certificate of lnsurance with
Endorsement, properly completed and in the amount required, is attached hereto.
Professional Services Agreement
Page 18
4)
CERTIFICATE OF LIABILITY INSURANCE OATE (MM/DD/YYYY)
06/08/2027
PRODUCER
State Earm fnsurance, Mark Spitale
11801 Stringtown Rd Suite B
Monrovia, MD 21110
- Agent
THIS CERTIFICATE IS ISSUED AS MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
A LTER THE COVERAGE AFFORDED BY THE POLICIES BELOW
INSURERS AFFORDING COVERAGE NAIC #
THE FERGUSON GROUP LLC
1901 PENN AVE NW STE 7OO
WASHINGTON DC 20006-3424
INSURERA: State F'arm Fire and Casualty Company 25L43
INSURER B:
INSURER C:
INSIJRER D:
INSURER El
COVERAGES
THE POLICIES OF INSUMNCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWTHSTANDI NGANY REQUIREI\'IENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED ORMAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TE RMS, EXCLUSIONS AND CONDITIONS OF SUCH
LIMITS SHOWN N REDUCED BY PAID CLAI
INSR
LTR
ADD'L
INSRD TYPE OF INSURANCE POLICY NUMBER
POLICY EFFECTIVE
DATE IMM/DD/YYI
POLICY EXPIR,ATION
DATE IMM/DD/YYI LIMITS
X
X
X
LIABILIry
X
CTAIMS MADE
red Auto
OCCUR
X Hi
X Nonowned Auto
GEN'L AGGREC.ATE LilMTT APPLIES PER
PRO-
LOC
99-BU-8962-1 4/B/2r 4/B/22 FACH OCCTIRRFNCF 5 2,000,000
300, 000$
MED EXP lAnv one oerson)5,000
$0
GENERAL AGGREGATE $ 4 ,000, 000
PRODUCTS - COMP/OP AGG $ 4,000,000
AUTOMOBILE LIABILITY
ANY AUTO
ALL O\AAED AUTOS
SCHEDULED AUTOS
HIRED AUTOS
NON.O\^AED AUTOS
COIVIBINED SINGLE LIMIT
(Ea accident)$
BODILY INJURY
(Per person)$
BODILY INJURY
(Per accident)$
PROPERTY DAMAGE
(Per accident)$
LIABILITY
ANY AUTO
AUTO ONLY - EA ACCIDFNT $
OTHER THAN
AUTO ONLY:
EA ACC
AGG
$
$
X X
X OCCUR CLAIMS MADE
DEDUCTIBLE
X RETENTION $ 10000
99-BU-8978-1 4/B/2L 4/B/22 EACH OCCIIRRFNCF $ 5,000,000
AGGREGATE $ 5,000,000
$
$
s
X WORKERS COMPENSATION ANO
EMPLOYERS' LIABILIry
ANY PROPRIETOR/PARTNERYEXECUTIVE
OFFICERYMEMBER EXCLUDED?
lf yes, describe under
SPECIAL PROVISIONS below
99-BC-c321-5 F 4/B/2r 4/B/22 WC SIAIU- I .,
TORY LIMITSI ^
OTH-
ER
E.L. EACH ACCIDENT s 1,000,000
E L DISEASE - FA FMPI OYFF $ 1,000,000
E.L, DISEASE. POLICY LIMIT $ 1,000,000
X OTHER
CONTRACTUAL LIABILITY
cMP 4100/CMP-4604 99-BU-8962-1 4/B/2r 4/B/22 $1,000, ooo
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONSLegislative Lobbylst
CERTIFICATE HOLDER
132849 0
CANCELLATION
owners
SHOULD ANY OF THE ABOVE OESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KINO UPON THE INSURER, ITS AGENTS OR
REPRESENTATIVES.
Certificate Holder e Additionaf Tnsured
KITTITAS COUNTY, WASHINGTON
205 West 5th Avenue
Room 108
Ellensburg WA 98926
Mark Spitale, agent 301-B82-4101
AUTHORIZED REPRESENTATIVE
IMPORTANT
lf the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement
on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
lf SUBROGATION lS WAIVED, subject to the terms and conditions of the policy, certain policies may
require an endorsement. A statement on this certificate does not confer rights to the certificate
holder in lieu of such endorsement(s).
DISCLAIMER
The Certificate of lnsurance on the reverse side of this form does not constitute a contract between
the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it
affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon.
ACORD 25 (2001/08)
WORfiERS CffiPETTISATIoN AND EHFLOYERS LIABIUTY IHSI'RANCE POLICY wc 00 oe t3
iEd.4€4)
WAI\IER OF O['R RIGHT TA RECOV€R FROTI OTHERS EIIO(IRSEMENT
14fr4 hwe the t{ht t$ nEoo\rer our paymentr ft,orn anyone Hle ior rn ir{ury covarcd by thic poliey" lltle will nd efifo'ce
our tqlht agnnrci thc pen3o'r or organkatbn nsned in ttre $chedub ffH.s agr*rne{lt apllies or'y b trla eKent th*
you p€rfoim vfiilt under s writFn contrcc.t thrt rcqrFes $sr ta obtain fii€ agreement fro{n us.)
This ageernent stpll nad operfite drecdy or indirectty to beneft any ore nd narncd h &e Sdredule_
Scfienfvle
Certiflcate Hofder & Additional Insured
KITTITAS COUNTY, WASHINGTON
205 West 5th Avenue
Room 108
trllensburg WA 98926
Adorsement Ebdve
lnarCd t:re FERqssolr G&OVF r,rc
wc00et,l3
(Ed.434)
Energncltt!b.
tuofuttl PorryNs. 99-BU-8962-7 F
Valid 04/08 /202I through 04/05/2022
ACORiS\-/CERTIFICATE OF LIABILITY INSURANGE
COVERAGES CERTIFICATE NUMBER:coI 2020-2027 REVISION NUMBER:
DATE (MM/DD/YYYY}
6/e/2027
THIS CERTIFICATE IS ISSUED AS A MATTER O F INFORMATION ONLYAND CONF ERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIESBELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTTTUTE A CONTRACT BETWEEN THE |SSU|NG TNSURER(S), AUTHORTZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER,
lMPoRTANtlfthecertificateholderisanADolTloNALlNsU
the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to thecertificate holder in lieu of such endorsement(s).
PRODUCER
Griffin Owens Insurance Group
847 Station Street
Herndon vA 20770
ilXilll"' co House Rep
(703) 471-0050 (7O3) 663-2131
INSURER(S) AFFORDING COVERAGE NAIC {
INSURERA:Federal Insurance Companv 2028L
INSURED
fhe Fexguson Group/ LI,C
1901 Pennsylwania Avenue, NW
Suite 700
Washington DC 20006
INSURER B
INSURER C i
INSURER O
INSURER E:
INSURER F:
t5TH TOIS POLICIES BELOW EDNAM roDINDICATEDNOTWTHSTANDINGANYREQUIREMENTORTERMOFCONDITIONANYCONTRACTOTHERORUMENTRESPECTWTHDOCWHICHTOTHISCERTIFICATEBEMAYORISSUEDMAYINSURANCETHEAFFORDEDPERTAIN,BY POLICIESTHE HEREINDESCRIBED IS SUBJECT ALLTO THE TERMS,
EXCLUSION CONDITIONSAND SUCHOF LIPOLICIES.ITSM MAYSHOWN BEEHAVE REDUCEDN PAIBY CLAID MS.
TYPE OF INSURANCE LIMITS
EACH OCCURRENCE $
MED EXP one $
PERSONAL & ADV INJURY
GENERALAGGREGATE
PRODUCTS - COMP/OPAGG $
COMMERCIAL GENERAL LIABILITY
GEN'LAGGREGATE LIMITAPPLIES PER:I:ts; tr
CLAIIVS.MADE OCCUR
POLICY LOC
$
$
SOOILY INJURY (Per person)$
BODILY INJURY (Per accident)$
$
SCHEDULED
AUTOS
NON.O!I\AED
AUTOSHIRED AUTOS
ALL O!(AIED
AUTOS
AUTOMOBILE LIABILITY
ANY AUTO
U
EACH OCCURRENCE
UMBRELLA LIAB
EXCESS LIAB
OCCUR
cLAIMS-r\4ADE AGGREGATE s
E.L.ACCIDENT $
E.L, DISEASE - EA EMPLOYEE $
WORKERS COIVIPENSATION
EIVPLOYERS' LIABILITY
PROPRIETOR/PARTNERi EXECUTIVE
N
EXCLUDED?
(illandatory in NH)
under
N/A
$
A Error & olmi-ssions 4250-3I42 9/1/2020 e / r /2027 2,000,000Aggregale
OESCRIPTIONOFoPERATIONS/LocATlONs/VEHICLEs (ACORDlol,AdditionalRemarksSchedute,maybeattachedifmocspaceisEquiEd)
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE OELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
Kittitas County Comnissioners
205 w 5th Ave
Suite 108
Ellensburg, WA 98926 AUTHORIZED REPRESENTA'IIVE
@1
ACORD 25 (2014t011
lNS025 lzornory
The ACORD name and logo are registered marks of ACORD
AI