HomeMy WebLinkAboutPSA PPC SolutionsPROFESSIONAL SERVICES AGREEMENT
This Agreement is made by and between Kittitas Counly {hereinafter "the County")
and PPC Solutions (hereinafter "Conlractor"). 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 Agreemenl shall commence once signed by both parties and
continue until completion sf lhe project. Any party may terminate this Agreement by giving
thirty (30) days' notice in writing either personally delivered or mailed postage-prepaid by
certified mail, relurn receipt requesled, 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), I {Taxes),15 (Defense and lndemnity Agreemenl), 21 (Patenl/Copyright lnfringement) and 24
{Confidentialily), are totally and fully part of this Agreement and have been mutually
negotiated by the parties.
APPROVED
Board of County Commissioners
Kittitas County , Washin
, tN/wtTNESS WHEREOF,
ot il4t2021.
the parties have executed this Agreement rnis l1frv
Signatu of Signatory
)(Date
Prolessional Services Ag reement
Page 1
Chair
/ato( Bearnt
Print Name of Signatory
Contractor Address:
PPC Solutions
18303 E Appleway Ave
Spokane, WA 99016
Project Gontact:
Josh Braun
509-319-4835
Prolessional Services Ag reement
Page2
ABSENT
Vice rr
County's Address:
Kittitas Valley Event Center
901 East 7th Avenue, Suite 1
Ellensburg, WA 98926
Project Contact:
Kady Porterfield, Event Center Direclor
509-962-7639
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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 the Agreement period. No material, labor,
or facilities will be furnished by the Counly, unless otherwise provided for in the
Agreement.
2.Perfo rmance of Work
Contractor shall perform work in accordance with, and shall comply wilh, all of lhe
provisions of this Agreement. All work shall comply with applicable codes and ordinances.
3. Schedule of Performance
Unless directed otherwise by lhe County, Contractor shall perform the work in accordance
with any schedules made a part of this Agreemenl.
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, agenls 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 {ier 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 ils 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 "8" requires payments by the County, payment shall be
based upon billings, supported unless otherwise provided in Exhibit "8", by documentation
of units of work actually performed and amounts earned, including where appropriate, lhe
aclual number of days worked each month, total number of hours for the month, and lhe
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
pe*ormance 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 lhe
Contractor's service pursuant to the fee schedule set forth in Exhibit "8".
Prolessional Services Ag reement
Page 3
6. Assiqnment and Subcontractinq:
No portion of this Agreement may be assigned or subcontracled lo 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 relalionship 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 Conlractor as
an independent Contractor.
The Contractor acknowledges that the entire compensation for lhis Agreement is specified
in Exhibit "8" 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.
Contraclor 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
seltlements, judgments, setotfs, 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 lhe 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 Conlractor will be reported to the lnternal Revenue Service
at the end of the calendat yeff in accordance with the applicable IRS regulalions. 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 indemnify
the County againsl any demand to pay taxes arising from the Conlractor'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 Contractsr must pay all other taxes including, but not
limited to: Business and Occupation Tax, taxes based on the Contractor's Eross or net
Prof essional $ervices Ag reement
Page 4
income, or personal property lo which the County does not hold title. The County is
exempt from Federal Excise Tax.
10. Reoulations and Requirement:
This Agreement shall be subject to all laws, rules and regulations of the United States of
America, and State of Washinglon, and political subdivisions of the State of Washington,
and to any other provisions set forth herein or in the attached exhibits.
11. Right to Review:
This contract is subject to review by any Federal or State auditor. The County or its
designee shall have the right to review and monitor the financial and service components
of this program by whalever means are deemed expedient by the County. Such review
may occur with or without notice, and may include, but is not limited lo, on-site inspection
by County agents or employees, inspeclion 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 lo the
performance of work under this Agreement for 6 years after contract termination, and shall
make them available for such review, within Kittitas Counly, State of Washington, upon
request.
12. Modifications:
12.1 Either party may requesl 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 Contraclor and in the schedule for the
performance of the Work shall be made to reflect such an increase or
decrease.
12.4 Notwithstanding any dispule or delay in arriving at a mutually acceptable
equitable adjustment, Conlractor shall proceed in accordance with all
Change Notices. Con{ractor must, within thirty {30) days after receipt of any
Change Notice that does not set fo*h any acceptable adjustment, submit to
the Counly a written statement setling forth any adjustment claimed.
Professional Services Ag reemenl
Page 5
12.5 lf any change results in a decrease in the Work performed, Contractor shall
be enlitled 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 bankrupl or commils 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, lerminate the Agreement, and at
the Counly's option, obtain performance of lhe work elsewhere. lf the Agreement is
terminated for defaull, 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 lhe County in completing the work, and all damage sustained, or which may be
sustained by the County by reason of such default.
lf a nolice 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 discrelion 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 terminalion, an equitable adjustment shall
be made in the compensation payable to Contractor.
An equitable adjustment in the contracl price for partially completed items of work will be
made, but such adjustment shall nol include provision for loss of anticipated profit on
deleted or uncompleted work. Termination of this Agreement by the Counly at any time
during the term, whether for default or convenience, shall not constitute a breach of
contract by the County.
15. Defense & lndemnity Agreement:
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 lherefrom,
Professional Services Agreement
Page 6
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 lhe 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 fufiher 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 lnsured's, officers, agents and employees, the Conlractor 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 exlend 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 construdion or interpretaiion 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 Kittilas. This
Agreement shall be governed by the law of the State of Washington.
18. Withholding 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 Agreemenl, then the
County may, upon written nolice, 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 nol appropriated or allocated for payment under this Agreement for
any future fiscaiperiod, 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 Counly in the event this provision applies.
20. Contractor Commitments. Warranties and Representations:
The Contractor represents and warrants to the County as follows:
2A.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 authorily to enter into and to perform its obligations under this
Agreement.
2A.2 The Contractor has the authority to execute this Agreement, to make the
representations and warranties set forth in it and to perform the
Professional Services Agreement
Page 7
20.3
20.4
20.5
20.6
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 tor 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 atfect
Contractor's ability to pertorm its obligations under this Agreement. The
Contraclor is not subject to any order or judgment of any court, tribunal or
governmental agency which materially and adversely aflects 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 materialfact or omits or
will omit to state a material fact necessary to make the statements of fact
contained therein not misleading.
2'1 . PatenUCopyright 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 Coung of any notice of
such claim.
21.2 Contractor shall have the right, hereunder, al its option and expense, to
obtain for lhe County the right to continue using the informalion, 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 beiween 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
Professional Services Agreement
Page I
made of record in the manner hereinafter specified and within lhe time limits
stated, the records, orders, instruclions, and decisions of the Kittitas County
Commissioners shall be final and conclusive.
22.2 Notice of PotentialClaims
The Contractor shall not be entitled to additional compensation which
otherwise may be payable, or lo extension of time for {1) any act or failure to
act by the County, or (21 the happening of any event or occurrence, unless
the Contractor has given the County a written Notice of Potenlial 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 Contraotor
believes additional compensation or extension of time is due, the nature of
the cost involved, and insofar as possible, the amount of the potential claim.
Contractor shall keep full and complete daily records of the work performed,
labor and material used, and all costs and additional time claimed to be
additional.
22.3. Derailed Claim
The Coniractor shall not be entitled to claim any such additional
compensation, or extension of time, unless within thirty i30) days of the
completion of the portion of the work from which the claim arose, and before
final payment by the County, the Contractor has given the County a detailed
written statement of each element of cost or other compensation requested
and of all elements of additional time required, and copies of any supporting
documents evidencing the amount or extension of time claimed to be due.
23. Ownership of ltems 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 eounty.
24. Confidentialitv:
The Conlractor, its employees, sub-Conlractors, and their employees shall maintain the
confidentiality of all information provided by the County or acquired by the Contractor in
performance of this Agreemenl, except upon the prior written consent of the Kittitas
County Prosecuting Attorney or an order enlered by a court after having acquired
jurisdiction over lhe County. Contractor shall immediately give to lhe 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.
Prolessional Services Agreement
Page 9
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. Nolice:
Except as sel 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 Agreemenl 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:
It 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 withoul 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 ol ils right to assert or rely upon any such provisions, rights or
remedies in thal or any other instance; rather the same shall be and remain
in fullforce and etfect.
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 ihe County set forth in any provision of this
Agreemenl 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 lhis Agreement are for
convenience of reference only and are nol intended to reslricl, 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
Professional Services Agreemenl
Page 10
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, 32, and 33 shall survive, notwithstanding the lermination or invalidity of lhis
Agreement for any reason.
30. Nondiscrimination:
30.1 The County is an equal opportunity employer
30.2 Nondiscrimination in Employment
ln lhe performance of this Agreemenl, the Contractor will not
discriminate against any employee or applicant for employment on the
grounds of race, creed, color, national origin, sex, sexual orientation,
marilal status, age or the presence of any sensory, menlal or
physical handicap; provided that the prohibition against discrimination
in employment because of handicap shall not apply if lhe 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: employmenl, upgrading, demolion or transfers, recruitment or
recruilment adverlising, layoff or termination, rates of pay or other
forms of compensation, and programs for training including
apprenticeships. The Contractor shall take such aclion 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 inServices
The Contractor will not discriminate against any recipienl 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.
Professional Services Agreement
Page 1 1
31. Prevailinq Wage:
Contractor shall pay the prevailing rate of wages to all workers, laborers, or mechanics
employed in the performance of any part of the Work in accordance with RCW 39.12
and the rules and regulations of the Department of Labor and 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
responsibili{y 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:32J ls not presently debarred, suspended, proposed for debarment, declared
ineligible or voluntarily excluded from covered transaclions by any Federal
department or agency.
32.2 Has not within a three-year period preceding the execution of this coniract
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, violaiion of Federal or State antitrust siatutes or
commission of embezzlemenl, lheft, forgery, bribery, falsification or
deslruction 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 enlity (Federal, State, or local) with commission of any of
the offenses enumerated in paragraph 32.2 ol 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 transaclions
(Federal, State, or local) terminated for cause of default.
33. Force Maieure
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 agency of the United States Government, or any agency of the
Government of the 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 alifty (50) mile radius of the Kittitas County event, government regulations, disasler,
pandemiclepidemic illness, strikes or threat of strikes {except that neither party may
Professional Services Ag reement
Page 12
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 Kittitas County to provide, or
for the Conlractor in general to use, the Kittitas County facilities. The ability to terminate
this Agreement without liability pursuant to this paragraph is conditioned upon delivery of
written notice from one parly to the other within 10 days of such occurrence or upon
delivery of wrilten notice from one party to the other within 24 hours of the receipt of notice
of the prediction of any of the above occurrences.
Professional Services Agreement
Page 13
EXHIBIT "A"
SCOPE OF WORK
Contractor shall perform the following:
Scope of Service. Supplier agrees to provide uniformed security services for Client,
csnsistent with operating procedures approved by Client.
Dates of service September 2nd - Septembet 6th,2021
Number of securily officer {s)See "Proposed Schedule" below.
Days of week/Hours of Coverage See "Proposed Schedule" below
Type of Coverage Kittitas Counly Fair Security
Hourly Rate*n $29.00 per hour Regular Rale
$43.50 per hour Holiday Rate
Site Location Kitlitas County Fairgrounds
Client Emergency Contact Name &
Phone Number Clay Myers 509-301 -6902
Billing Frequency
(WeeklylSemi Monthly or Monthly)Weekly
Duration of Agreement. The term of this Agreement shall be for the "Dates of
service." The duration may be extended by mutual oral agreement.
Duties of Client. Client will promptly notify Supplier of any specific work site issues,
safety issues, or suspicious activities observed by Client and/or its agents and
employees.
The Contractor shall not deviale from the work detailed in the emailwithout a written
change order approved in writing by the Event Center Director or Kittitas County Sheriff,
Clay Myers. Security staff are not approved to carry weapons of any kind and will
coordinale closely with Sheriff Myers on situation response.
Professional Seruices Agreement
Page 14
Proposed schedule:
The gate offlcers will be level I {no gear} and conducting access control.
The rovers will relieve each of the gate officerr for their break whlle also conducting roving
duties of the fairgrounds.
Cost Table:
tlnvoices are provided at thc cancluion of the rcverqe
Professional Services Agreement
Page 1 5
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J6
1000/tt00
! ?.f]*
rqru/rur5
s.!3
tE.t5
./i.t J t 56,15
Total ?76.7t
Uniform s€curity S€reke 529.00 Hour 335.75 fveitt 59,736.75 I s9,7fi.N
Uniform Security Scrvkc"itolidav Ratc s43.50 |lour 53 fvcnt s2,30l.so I $zs05.s
Ertimatcd Total Stto4r.sa
EXHIBIT'B'
COMPENSATION
As full compensalion for satisfactory performance of the work, the County shall pay
Contractor compensation not to exceed $12,O42.A0 USD to be invoiced to Kittitas County
Fair for aclual expenses incurred.
lnvoices shall include appropriate document of allexpenses
Unforeseen addilional expenses shall require a written change order and must be
approved by the Kittitas County Sheriff, Clay Myers, or the Event Center Director before
such work commences.
OvertimelHoliday Rate. Client will pay for work performed on state or federal
holidays (including, but not limited to New Year's Day, President's Day,
Memorial Day, lndependence Day, Labor Day, Veteran's Day, Thanksgiving,
and Christmas) at one hundred fifty percent (150%) of the Hourly Rate.
Special Dutv Assiqnment. ln the event Client requests an emergency, extra, or special
duly assignment with less than twenty{our (24} hours' notice to Supplier, Client will pay
one hundred fifty percent (150%) of the Hourly Rate. Client will also pay a minimum of
five {5} hours for any emergency, extra, or special duty assignments.
Prolessional Services Agreement
Page 1 6
EXHIBIT "C'
PROOF OF INSURANCE
The Contractor shall secure and maintain in effect at all times during performance of
the Work such insurance as will protect Contractor, its Support and the Additional
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 lhis Agreement, whelher 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:
1)Commercial General Liabilitv lnsurance. Coverage limits not less than:. $1,000,000 per occurrence per projecto $2,000,000 general aggregate. 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) Commercial Automobile Liabilitv lnsurance. Automobile Liability for owned, non-owned, hired, and leased
vehicles, with an MCS 90 endorsement and a CA gg46
endorsement attached if 'pollutants' are to be lransported.. 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.
3) Excess or Umbrella Liability
' The Contractor shall provide Excess or Umbrella Liability coverage
at limits of $2,000,000 per occurrence and annual aggregate. This
Excess or Umbrella Liabilily coverage shall apply, al a minimum, to
both the Commercial General and Auto lnsurance policy coverage.
Professional Services Agreement
Page 17
This requirement may be satisfied instead through the contractor's
primary Commercial General and Automobile Liability coverage, or
any combination thereof.
4) Workers' Compensation.. Workers'Compensation in amounts required by law
5) Stop Gap/Emplovers Liabilitv.' "":'1i,3ffilffi :[gi]*ii:,,,,*,,. $1,000,000 disease - each employee. Thirty {30) days written notice to the County of cancellation
of the insurance policy.
Contractor shall furnish the County a Certificate of lnsurance with
EndorsementslExclusions as evidence that policies providing insurance required by this
Agreement are in full force and effecl. Contractor hereby waives all rights of recourse,
including any right to which another may be subrogated, against Kittitas County for
personal injury, inctuding 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 Certificate of lnsurance
with Endarsements/Exclusrbns, properly completed and in the amount required, are
aftached hereto.
Prolessional Services Agreement
Page 18