HomeMy WebLinkAboutPSA WisePROFESSIONAL SERVICES AGREEMENT
_ This Agreement dated is made by and between Kittitas County (hereinafter "the
County") and WISE (hereinafter "Contractor"). The County and Contractor agree as
follows:
General Conditions; Attachment A (Scope of Work); Attachment B (Special
Terms and conditions); Attachment 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 July 1,2021and continue until June
30,2022. Any party may terminate this Agreement by giving thirty (30) days' notice in writingeither personally delivered or mailed postage-prepaid by certified mail, return receip-t
requested, to the party's last known address for the purposes of giving notice under thisparagraph. .
Contractor acknowledges and by signing this Agreement agrees that the
lndemnification provisions set forth in Paragraphs 7 (lndependent Contraito4, g (Taxes),15 (Defense and lndemnity Agreement), 22 (Patent/Copyright lnfringement) and ZS
(Confidentiality), are totally and fully part of this Agreement and have been mutually
negotiated by the parties.
Professional Services Agreement
Page 1
of
IN WITNESS WHEREOF , the parties have executed this Agreement this Yi"\,
2021
APPROVED
BOARD OF COUNry COMMISSIONERS
KITTITAS COUNry,INGTON
of
ie
natory Brett Wa m hair
(#,\lrr #{1 ABSENT
Print Name of Signatory Laura Osiadacz, Vice-Chair
Cory Wright, Commissioner
Board
WISE
eJttil"
sig
(Date
Contractor Address
WISE
100 S. King St., Suite 260
Seattle, WA 98104
Project Contact:
Brandi Monts
Director TA and Training
Professional Services Agreement
Page 2
County's Address
Kittitas County
205 West Sth Avenue, Suite 108
Ellensburg, WA 98926
Project Gontact:
Kasey Knutson
County Coordinator
/,lll il tlll
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 Attachment'A" during the Agreement period. No material, labor, or
facilities will be furnished by the County, unless otherurise provided for in the Agreement.
2. Performan ce 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 laws, codes ordinances and
agreements.
3. Schedule of Performance
Unless directed othenrvise 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.4.2 "Subcontractor" is any service provider or other vendor contracted by the
Contractor to provide consumer services or any other work for the purpose of
meeting the Contractor's obligations under this Agreement.4.3 "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.4.4 The "Work" means all of the duties listed in Attachment "A" and the
performance of all other obligations, under this Agreement by Contractor or
its Support.
5. Accountinq and Pavment for Contractor Services
Payment to the Contractor for services rendered under this Agreement shall be as set forth
in Attachment "B". Where Attachment "8" requires payments by the County, payment shall
be based upon billings, supported unless othenryise provided in Attachment "8", 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 Attachment "B"
or approved in writing in advance by the Kittitas County Board of Commissioners, the County
will not reimburse the Contractor for any costs or expenses incurred by the Contractor in
performance of this Agreement.
Professional Services Ag reement
Page 3
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 Attachment "8".
6. Assignment 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 Attachment "B" and the Contractor is not entitled to any County benefits including, but not
limited to: vacation pay, holiday pay, sick leave pay, medical, dental, or other insurance
benefits, or any other rights or privileges afforded to Kittitas County employees.
Contractor will defend, indemnify and hold harmless the County, its Additional 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.
L No Guarantee of Employment:
The performance of all or part of this Agreement by the Contractor shall not operate to vest
any employment rights whatsoever and shall not be deemed to guarantee any employment
of the Contractor or any employee of the Contractor or any sub-Contractor or any employee
of any sub-contractor by the county at the present time or in the future.
9. Taxes:
The Contractor understands and acknowledges that the County will not withhold Federal or
State income taxes. Where required by State or Federal law, the Contractor authorizes the
County to make withholding for any taxes other than income taxes (i.e. Medicare). All
compensation received by the Contractor will be reported to the lnternal 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 indemnifu
the County against any demand to pay taxes arising from the Contractor's failure to pay
taxes on compensation earned pursuant to this Agreement.
Professional Services Agreement
Page 4
The County will pay sales and use taxes imposed on goods or services acquired by the
County hereunder as required by law. The Contractor must pay all other taxes including,
but not limited to: Business and Occupation Tax, taxes based on the Contractor's gross or
net income, or personal property to which the County does not hold title. The County is
exempt from Federal Excise Tax.
10. 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 Attachments.
11. Risht 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
Professional Services Agreement
Page 5
revising design already completed, revising calculations already performed,
and revising documents.
13. Terminatio for Default:
lf the Contractor defaults by failing to perform any of the obligations of the Agreement,
including violating any law, regulation, rule or ordinance applicable to this 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 parag raph 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 actualwork 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. Termination Due to Chanse in Fundinq. lf the funds upon which the County relied to
establish any Program Agreement are withdrawn, reduced or limited, or if additional or
modified conditions are placed on such funding, the County may terminate this Agreement
by providing at least fifteen (15) calendar days written notice to the Contractor. The
termination shall be effective on the date specified in the notice of termination.
16. Defense & lnde nitv Aoreement:
Professional Services Agreement
Page 6
The Contractor agrees to and shall defend, indemnifu 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
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 lnsured's, 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.
17. lndustrial lnsurance 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.
18. 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.
19. With ldinq Pavment:
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 othenryise adjudicated.
20. Future Non-Al location 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.
21. Contractor itments. Warranties and R eoresentations:
The contractor represents and warrants to the county as follows
Professional Services Agreement
PageT
21.1
21.2
21.3
21.4
21.5
21.6
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.
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 obligatign 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
Contractorts 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.
22. PatenUCopvriqht 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.22.1 Contractor shall be notified promptly in writing by County of any notice of such
claim.
22.2 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.
23. Disputes:23.1 General
Professional Services Agreement
Page 8
Differences between the Contractor and the County, arising under and by
virtue of the Agreement Documents shall be brought to thelttention 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.
23.2 Notice of Potential Claims
The Contractor shall not be entitled to additional compensation which
othenruise 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 forlh the reasons for which the Contractor believes
additional compensation or extension of time is due, the nature of the cost
involved, and insofar as possible, the amount of the potential claim. Contractor
shall keep full and complete daily records of the work performed, labor and
material used, and all costs and additionaltime claimed to be additional.
23.3. 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.
24. Ownershio of Produced:
All writings, programs, data, public records or other materials created 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.
25. 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: 1) as provided below, 2) upon the prior written
consent of the Kittitas County Prosecuting Attorney; or 3) upon an order entered by a court
after having acquired jurisdiction over the County. Contractor shall immediately give to the
County notice of any judicialproceedings seeking disclosure of such information. Contractor
shall indemnifiT and hold harmless the County, its Additional lnsured's, officials, agents or
Professional Services Agreement
Page 9
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.
26. 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 headof the department for whom services are rendered, and to the Kittitas County
Commissioners, 205 W 5th Ave, Suite 108, Ellensburg, WA 98926. Notice to the Contractor
for all purposes under this Agreement shall be given to the address reflected on the
signature page Notice may be given by delivery or by depositing in the U.S. Mail, first class,
postage prepaid.
27. Severabilitv:
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,
28. Miscellaneous:
28J 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.
28.2 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.
28.3 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.
28.4 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.
29. 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.
Professional Services Agreement
Page 10
30., Survival:
The provisions of paragraphs 7, 9, 1 1, 13, 14, 15, 1G, 17, 1 8, 1 g, 20, 21, 22, 23, 24, ZS, 29,
31, and 32, shall survive, notwithstanding the termination or invalidity of this Agreement for
any reason.
31. Nondiscrimination:
31.1 The County is an equal opportunity employer
31.2 Nondiscrimination in Emplovment
ln the performance of this Agreement, the Contractor 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 particurar
disability prevents the proper performance of the particular worker
involved. The contractor shall ensure that applicants are emproyed,
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 an)/ 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.
31.3 Nondiscrimin 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.
31.4 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.
32. 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
Professional Services Agreement
Page 1 1
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.
33. Debarment Certification:
The Contractor certifies that it.
33.1 ls not presently debarred, suspended, proposed for debarment, declared
ineligible or voluntarily excluded from covered transactions by any Federal
department or agency.
33.2 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.
33.3 ls not presently indicted for or othenrvise criminally or civilly charged by a
governmental entity (Federal, State, or local) with commission of any of
the offenses enumerated in paragraph 33.2 of this section.
33.4 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.
Professional Services Agreement
Page 12
ATTACH rrArr
SCOPE OF WORK
Funding is provided for the following activities and deliverabres
1. WISE and/or third party consultant shall provide training in regard to the
developmental disabilities program in Kittitas County, for capacity building with
information and education or employment and day service specific topics. Any
third party consultant will require prior written approval.
a. Deliverable: Completed sign in sheets for training attendees.
b. Deliverable: copies of training assignments, handout materials, or
training evaluation results, as requested.
Professional Services Agreement
Page 13
ATTACHMENT ''8"
SPECIAL TERMS AND CONDITIONS
Reimbursement for all hourly services and/or travel related expenditures shall follow
the attached Training and Technical Fee Schedule for WISE and shall comply with
County Travel policies and shall include:
a. Receipts are required for payment of reservations and charges for rental
cars, including fuel purchased. Mileage reimbursement is based on the
most current published State of Washington travel per diem rates.
b. lf two or more employees are traveling to the same location of official
business during the same time period, mileage reimbursement will only be
allowed for one vehicle.
c. Airline reservations should be made early to obtain the best rate available.
Receipts and/or boarding passes must be presented as receipts for
payment of charges. Rental cars are authorized only when shuttle services,
mass transit, or taxis are not available or when a car rental would result in
a lower cost.
d. The amount of per diem authorized is determined on a per meal basis
dependent on the departure time from the contractor's primary city of
employment, and the arrival'time on return to the home city . A departure
time of one and one-half hours prior to an employee's regular start time
qualifies an employee for breakfast; departure one (1) hour prior to regular
lunch period time qualifies an employee for lunch; and return at least one
(1) hour after the regular work hours qualifies a consultant for dinner. The
meal reimbursement rate for the last day of travel would continue to be the
rate for the location where the traveler last stopped to sleep and they then
meet the required return of at least one (1) hour after the regular work
hours for the employee. Traveler may not stop nor delay for a mealjust to
meet the time rule.
e. Snacks and/or meals served on airlines and continental breakfasts, as
defined, will not reduce the per diem.f. Per Diem amounts will be reduced by any of the allowed amount for meals
provided through conference registration, seminars, motel/hotel
registration, etc. Per Diem amounts include tips and exclude purchase of
any alcoholic beverages.
Professional Services Agreement
Page 14
t.Trairring and Technical Assistance Fee $chedule ?OZI . ?,AZZ
Houril Constlliilrg Rate: foi tr:lrrulig,rlrr{ techrrica} tssistance ser.;ires al'e as folloi.;s:
e Program ilanager - Sl l0 per hourr Oireclors. S€rrbr Program lllsnagers aod Digital Content Msnager - $i25 per hourr Executive Dir€clo,r and Assistant Executite Oirecto. - St3S per hourr lndividusl T€chnical Assisbnce {ITA} services in WA State - gl25 per trour
o lncludes BehavicrAnalysis services and !ilise Associates in tlVA Stater lntemeiional projec,ts '$t?5 per hour USD
^hottdy rates da not includ* trayet erpenses
Ariciiiicil;i C*r:stlitiiig Raies i'or'ir':liui*g:iii{i terhlrir'31 asslstsi:t-e ser-,,.l{*s al.* *s l'olloi;s:r .A daily rste cf 51€.0O per srsff member rnay be used in lieu of hourly rster. plus viv€t expens€s
tr':'ebiirat's:
'1. Wise lraining webinars {up tc 2 hours}: Fees aie varioble, inctudes certifrcate of oompleto*-2. Webinar presentations {up to 2 hours}: }lourly rat€s will apply for prep and performance uriless othepffis€
n€grotiat€d-
3- Webinar srppolt senrices: pfa$onn use. help derk. facilitEtion" msrfteting. reg;5iration. eurveys. dr:a reports snd
certiificstes: n€go$ited oG s crse by cese bssis
l|rse Oniir:e AcaCenrr,- {t-,'0"-\ n{t{t}: S2o0 percourse. SE00 for lhe 6ous.-course series (customi€d Enap}ryment
ACf,€ certificgiion. prepares s{udentE ior siting $or the ApSE CESp o<arn}r lnlroduciion io SupFsrt€d Empl*yment Orsoovery, snd Person-Centered ptanning
r Job Oevelcpnent and !.la*eting
. $yslemriic ttstns€$sn: Terehing. N-esrning. snd Rereining Abiliti*sr Social Secrrity t'rtodc lnaentives ithe eourse is provided in sn On-Oemsnd format)
lf is* s$harg Ar*el*:nr- E$rgrlo1111r.p; Fl'ofe:siaurtl Cer-hiic:rie progr.-rru {11-sA lgs}: $?.Eoo regisustion
fue for fui l course, first come firEl sen Ed basis" covering Foundations of Supprrted €rnptoyr!!€nt Ess€ntalls to Lisrketing
snd ,lob Oevelopdrent .lab SEpport and Retention: and Field Fractsicum- For rnore foifonnati,na:
lfise L**'nil:g Celrtei'{if iC}: peruserfees inctude:r 530.99 ior oE€ month of unlirnited $ccese. $ I 60 fcr 3 months of unl"rmited sccessr $35'0 for 12 moltths of unlimited iccess
r speaialiad continuing Education c€rtificate surseg nre available fior an added fee
Persou Ceute:'eri Pl3us: llfrll be pruvided ai &e rate of $125 per hour br up to 2S hour* {See speciat oon5idefrtions
for nddiliomf funding oonsiderstion. kave€ expens€s naf included]
hpettses: P€t State or Federsl Travel regufaiions on s reimburssble bosis. Mile€ge lsill be bi[ed st Ble flrneni IRS ro!e-
Spee-i;r.l Cotrs:rier:lircr ).:5: The gborie rstes s$d regislration fees, do not include cost of wnues. ;nbrprEtsrs,
altemalive formEt= for decumen8 or olher ,rccommod!6on oo9ts. the cosl of supp[ying fuod. reseEhments otr snpBlies to
plrrticipsnls in i gaining sr &canical sssishnce. These expenses will be n€goti"rted snd proposed in addilion to trsining
ind t€chnie.ll isristance f,at iEes. hourly or daily rates.
Thrrei Fai"t"' E|oke|ing Ser{tces: A I5n$ Erokering fee will be charged on a'ry thr#pdrty illvstre brpkered thlough
wise. For oontracts thst exceed $3:t.000. the Brokering Fee will llren be reduced to 1s95.
The Brttering Fee indsdes the dwelopment of he subcnntrBct confac! complisnce moniioring, insuranee. fiscal
oversight. suditing serviees. fi*al reporling to the canlractor and lRS. Thind Fsrty oonsultants may be brutrered sirhin 65€
Wise rate ringe p€r hour unles3 olherwis€ approved by the Execulive Oireclor. and/or lhe funder.
Revised 6 ?5 2l
Professional Services Agreement
Page 15
ATTACHMENT "C''
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.
Contractor's insurance policies shall be occurrence-based, be primary insurance and
shall be non-contributing with any other insurance maintained by Kittitas County.
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
1)Comme lGeneral Liabilitv lnsurance.. Coverage limits not less than:. $1,000,000 per occurrence per project. $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)Stoo G aplEmolovers 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.
3)Commerci Automobile Liabilitv
Professional Services Agreement
Page'16
lnsurance
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
Thirty (30) days written notice to the County of cancellation
of the insurance policy.
4)Wo rs'Compen sation
contractor sha,, ;,,HT: ff, :"il"""",H;,:: :,::ndorsement as
evjdence 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 anothermay be subrogated, against Kittitas County for personal injury, inituding death, andproperty damage. Contractor's insurance policies required above shali be primary
insurance and shall be non-contributing with any other insurance maintained by Kittitai
County.
The Contractor shall assume full responsibility for all loss or damage from any cause
whatsoever to any tools, Contractor's employee-owned tools, machinery, equipment, or
motor vehicles owned or rented by the Contractor, or the Contractor's agents, suppliers
or contractors as well as to any temporary structures, scaffolding and protective fences.
The Contractor shall have sole responsibility for ensuring the insurance coverage and
limits required are obtained by subcontractors.
NOTE: No contract shall form until and unless a copy of the Certificate of lnsurance with
Endorsement, properly completed and in the amountrequired, is attached hereto.
Professional Services Agreement
Page 17
I