HomeMy WebLinkAboutRes-2021-141BOARD OF COUNTY COMMISSIONERS
COUNTY OF KITTITAS
STATE OF WASHINGTON
RE,UTION .2021- |'/t
A RESOLUTION AUTHORIZING EXECUTION OF A PROFESSIONAL SERVICESAGREEMENT FOR PROVISION OF THE UPPER KITTITAS COUNTY YOUTH
ACTIVITIES SUMMER PROGRAM
WHEREAS' Kittitas County desires to aid and facilitate summer youth activities; and
WHEREAS' Kittitas County has previously contracted with Community Builders, a non-profit
organization, for provision of the Upper Kittitas County Youth Activities
Summer Program; and
WHEREAS, Kittitas County desires to contract with Community Builders for continued
provision of this program through the end of 2022.
NOW' THEREFORE BE IT RESOLVED, The Kittitas County Board of County
Commissioners authorizes execution of the attached Professional Services
Agreement with Community Builders for provision of the Upper Kittitas County
Youth Activities Summer program.
DATED trri. Th au, oW,2o2t
BOARD OF CO COMMISSIONERS
KITTIT CO GTON
il
t D
of the
APPROVED AS TO FORM:
Deputy Prosecuting Attorney
PROFESSIONAL SERVICES AGREEMENT
This Agreement is made by and between Kittitas County (hereinafter "the County")
and Community Builders, a private, non-profit 501(c)3 corporation (hereinafter "Contracto/').
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 January 1st,2021and continue until
December 31st, 2022. 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.
P rofess iona I Servi ces Ag ree ment (rev . 09 124 l2O1 8)
Page 1 of 17
lNJVlTli{ESji WHEREOF, the parties have executed this Agreement this
or $L{fululilfiozt
nJhf daY
CoNTRACTOR
Sign
Nam e of Signatory
Contractor Address:
Community Builders
PO Box 875
111 Wright Ave. STE F
Cle Elum, WA 98922
Project Gontact:
Dawn Bass
Director of Youth Programs
Community Builders
P rofess iona I Se rvi ces Agreement (rev . 09 124 120 1 8)
Page2 of 17
APPROVED:
BOARD OF COUNTY COMMISSIONERS
KITTITAS COUNry HINGTON
h, Chairman
9<c)
Laura Osiadacz, Vice-Chairman
l*i)cIi T'.t.1 'Tii
ry ner
i
of the rd
Approved as to Form
By
Deputy Prosecuting Attorney
Gounty's Address:
Kittitas County
205 West Sth Avenue, Suite 108
Ellensburg, WA 98926
Project Contact:
Brett Wachsmith, County Commissioner
County Budget and Finance Manager
GENERAL CONDITIONS
1. lcope of Contractor's Services:
Contractor agrees to provide to the County services and any materials set forth in the prolect
narrative identified in Exhibit "A" during the Agreement period. No material, labor, or facilities
will be furnished by the County, unless otherwise 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 codes and ordinances.
3. Schedule of Performance
Unless directed othenruise by the County, Contractor shall perform the work in accordance
with any schedules made a part of this Agreement.
4 Defi nitions:4.1 "Additional lnsureds" means the County, its successors and assigns, and
the respective directors, officers, employees, agents and representatives of
the County and its successors and assigns.4.2 "Support" means the following: Contractor's directors, officers, employees,
agents and representatives; and sub-Contractors of any tier; the respective
directors, officers, employees, agents and representatives of these sub-
Contractors of any tier; and any other person or entity acting under the
direction or control of, or on behalf of, Contractor or any Contractor's sub-
Contractors of any tier in connection with or incident to the performance of the
Work or this Agreement.4.3 The "Work" means all of the duties listed in Exhibit A and the performance of
all other obligations, under this Agreement by Contractor or its Support.
5. Accountinq and Pavment 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 othenryise provided in Exhibit "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 Exhibit "B" or approved in writing in
advance by the Kittitas County Board of Commissioners, the County will not reimburse the
Contractor for any costs or expenses incurred by the Contractor in performance of this
Agreement.
Where required, the County shall, upon receipt of appropriate documentation, compensate
the Contractor, no more often than monthly, through the County voucher system, for the
Contractor's service pursuant to the fee schedule set forth in Exhibit "B".
P rofession al Services Ag ree ment (rev . 09 124 1201 8)
Page 3 of 17
6. Assiqnment and Subcontractinq:
No portion of this Agreement may be assigned or subcontracted to any other individual, firm
or entity without the express and prior written approval of the County.
7. lndependent Contractor:
The Contractor's services shall be furnished by the Contractor as an independent Contractor
and nothing herein contained shall be construed to create a relationship of employer-
employee or master-servant, but all payments made hereunder and all services performed
shall be made and performed pursuant to this Agreement by the Contractor as an
i ndependent Contractor.
The Contractor acknowledges that the entire compensation for this Agreement is specified
in Exhibit "B" and the Contractor is not entitled to any County benefits including, but not
limited to: vacation pay, holiday pay, sick leave pay, medical, dental, or other insurance
benefits, or any other rights or privileges afforded to Kittitas County employees.
Contractor will defend, indemnify and hold harmless the County, its Additional lnsureds,
officers, agents or employees from any loss or expense, including but not limited to
settlements, judgments, setoffs, attorneys' fees or costs incurred by reason of claims or
demands because of breach of the provisions of this paragraph.
8. No Guarantee of 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-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 indemnify
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.
P rofessional Servi ces Ag reement (rev . 09 I 24 120 1 8)
Page 4 of 17
10. Requlations and Requirement:
This Agreement shall be subject to all laws, rules and regulations of the United States of
America, and State of Washington, and political subdivisions of the State of Washington,
and to any other provisions set forth herein or in the attached exhibits.
11. Riqht to Review:
This contract is subject to review by any Federal or State auditor. The County or its designee
shall have the right to review and monitor the financial and service components of this
program by whatever means are deemed expedient by the County. Such review may occur
with or without notice, and may include, but is not limited to, on-site inspection by County
agents or employees, inspection of all records or other materials which the County deems
pertinent to the Agreement and its performance, and any and all communications with or
evaluation by service recipients under this Agreement. The Contractor shall preserve and
maintain all financial records and records relating to the performance of work under this
Agreement for 6 years after contract termination, and shall make them available for such
review, within Kittitas County, State of Washington, upon request.
12. Modifications
12.1 Either party may request changes in the Agreement. Any and all ag reed
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") make 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
P rofessiona l Se rvi ces Ag ree m ent (rev . 09 124 12O1 8)
Page 5 of 17
revising design already completed, revising calculations already performed,
and revising documents.
13. Termination for Default:
lf the Contractor defaults by failing to perform any of the obligations of the Agreement or
becomes insolvent or is declared bankrupt or commits any act of bankruptcy or insolvency
or makes an assignment for the benefit of creditors, the County may, by depositing written
notice to the Contractor in the U.S. mail, postage prepaid, terminate the Agreement, and at
the County's option, obtain performance of the work elsewhere. lf the Agreement is
terminated for default, the Contractor shall not be entitled to receive any further payments
under the Agreement until all work called for has been fully performed. Any extra cost or
damage to the County resulting from such default(s) shall be deducted from any money due
or coming due to the Contractor. The Contractor shall bear any extra expenses incurred by
the County in completing the work, and all damage sustained, or which may be sustained
by the County by reason of such default.
lf a notice of termination fordefault has been issued and it is laterdetermined forany 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 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. Defense & lndemnitv Aqreement:
The Contractor agrees to and shall defend, indemnify and hold harmless the County, its
Additional lnsureds, appointed and elective officers, agents and employees, from and
against all loss or expense, including but not limited to judgments, settlements, attorney's
fees and costs by reason of any and all claims and demands upon the County, its Additional
lnsureds, its elected or appointed officials, agents, or employees for damages because of
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
P rofess io nal Se rvi ces Ag ree ment (r eu . 09 124 1201 8)
Page6of17
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 lnsure-ds, appointed or elected officials, agents, or employees. lt is further
provided that no liability slrall attach to the County by reason of entering into this contract,
except as expressly provided herein.
16. lndustrial lnsurance Waiver:
With@ofthisAgreementandastoclaimsagainsttheCounty,its
Additional lnsureds, officers, agents and employees, the Contractor expressly waives its
immunity under Tile 51 of the Revised Code of Washington, the lndustrial lnsurance Act,
for injuri-es to its employees and agrees that the obligations to indemnify, defend and hold
harmless provided in this agreement extend to any claim brought by or on behalf of any
employee of the Contractor. This waiver is mutually negotiated by the parties to this
Agreement.
17. Venue and Choice of Law:
ln the event tnat any titigetion should arise concerning the construction or interpretation of
any of the terms oitniJngt"ement, 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 Pavment:
tntnffiorhasfailedtoperformanyobligationtobeperformedbythe
Contractor under this Agreement within the time set forth in this Agreement, then the County
may, upon written noiice, withhold all monies due and payable to Contractor, without
penalty, until such failure to perform is cured or otherwise adjudicated.
19. Future Non-Allocation of Funds:
lf sufficient funds are not appropriated or allocated for payment under this Agreement for
any future fiscal period, the County will not be obligated to make payments for services or
amounts incurred after the end of the current fiscal period. No penalty or expense shall
accrue to the County in the event this provision applies.
20. contractor commitments, warranties and Representations'
The-Contractor represents and warrants to the County as follows:
20.1 The Contractor is duly incorporated, validly existing and in good standing
under the laws of the State of Washington, and has all requisite corporate
power and authority to enter into and to perform its obligations under this
Agreement.
2O.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.
P rofess ional Se rvi ces Ag ree ment (rev . O9 124 1201 8)
PageT of 17
20.3 This Agreement has been validly executed'by an authorized
|."o|."r3nl]iffi ;i ti! -c*t#iJltn J"onstitutes a valid and lesallv
OinOing a;'J enforceable obliqation of Contractor'
20.4 rne c;,itiacior nas o,. *1r"otttli. p*rl" t;.g;;t"ncement date such
licenses, permits anO otneilui'noiit"tions trom federal' state and other
gou"rn; Jntal authoriti".,'"Jliu"n"."t.",V for the pe rforman ce of its
oo[gaiions under this Agreement'
20.5 rne co-ntrl"toil, not in viiiatiln-or any.applicable law' ordinance or
regulation the consequ"nJ"li*ni.n *itt or may materially affect
contractor,s ability to p"rtiit its ootigationt un'o"t this Agreement' The
contractor is not subject i;';;;;;;ior juogment ot "ny "ourt'
tribunal or
gou"|'n;.-".;i ;G;;y *hl;";i"i;;;iv a;J idversely affects its
operution. or aslets i. ti;';i;G ot Wasniniton' o' iis abilitv to perform
20 6
:llso;3l3ttt;"Jilli.1il:;AtJ::[:['qu"'.'l
this Asreemenl' ',nd
none or
the documents, stater"lir, certificates o' ttn"out6s furnished or to be
furnishedbyContracto,pl|,"nthereto.o.rinconnectionwiththe
p"'ro,,';Jn.L oitn" "'liJ:i;;' .".i"'pr"t"d under this Agreement,
contains or will contain "iv untru" statement of a material fact or omits or
will omit to state " r"t"ii"lfact neces'"w io t"r'" the statements of fact
containeO therein not misleading'
,J.,theCountyfromanyclaimedaction,cauSeordemand
brought against tn" 6o1,niv; i9.tn",;"t".i*.n'ltttn i= n"t"o on the claim that information
supplied by the contractoi infringes "nu'p"#nt
oi"opytigr't Tne Contracto'r will pay those
costs and damases attributabte to ".1::,::l':iiiiiir::;re
finallv awarded against the
County in any action.-du.h d"f"n," ",io
p"y'"|t:."f.'::njitioned upon the following:
21.1 contractor shail be notiflei iilmptrv in writinglv countv of any notice of such
claim'
21'2Contractorshallhavetheright,hereunder,atitsoptionandexpense,toobtain
for the County tne rigntiol;;il;;"tri tn"l''ti"mation' in the event such
claim of infringement is riJ-e,'provioeo no tlJuttion in performance or loss
results to the CountY
22. DisPutes:
22.1
Professional Services Agreement (reu ' 09t2412018)
General ' ;ing under and bY
Differences between the Contractor a.nd the County' ans
virtue of the ngr""r;iO".rt*t1 =ntff O" Oto'gfii to .the attention of the
County at the eartiesipo;il1" time in "td;;th;i;u"cn
matters may be settled
or other "pprop'i"tJ:#;;;;ptryt"rt"n'
Except for such obiections as are
made of record in til *nrier r'ereinafi;;;;;ified and within the time limits
stated, the records, orders' instructions' ;il Gtitions of the Kittitas County
c'"t-iiittners shall be final and conclusive'
Page 8 of 17
22.2 Notice of ntial Claims
The Contractor shall not be entitled to additional compensation which
othenryise may be payable, or to extension of time for (1) any act or failure to
act by the County, or (2) the happening of any event or occurrence, unless
the Contractor has given the County a written Notice of PotentialClaim 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 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.
22.3. Detailed Claim
The contractor shall not be entitled to claim any such additional
compensation, or extension of time, unless within thirty (30) days of the
completion of the portion of the work from which the claim arose, and before
final payment by the county, the contractor has given the county a detailed
written statement of each element of cost or other compensation requested
and of all elements of additional time required, and copies of any supporting
documents evidencing the amount or extension of time claimed to be due.
23. Ownershio of Produced
All writings, programs, data, public records or other materials prepared by the Contractor
and/or its consultants or sub-Contractors, in connection with performance of this Agreement
shall be the sole and absolute property of the County.
24. Confidentialitv:
The Contractor, its employees, sub-Contractors, and their employees shall maintain the
confidentiality of all information provided by the County or acquired by the Contractor in
performance of this Agreement, except upon the prior written consent of the Kittitas County
Prosecuting Attorney or an order entered by a court after having acquired jurisdiction over
the County. Contractor shall immediately give to the County notice of any judicial
proceedings seeking disclosure of such information. Contractor shall indemnify and hold
harmless the County, its Additional lnsureds, officials, agents or employees from all loss or
expense, including, but not limited to settlements, judgments, setoffs, attorneys'fees and
costs resulting from Contractor's breach of this provision.
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:
P rofess iona l Servi ces Ag reement (rev . 09 124 120 1 8)
Page9of17
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.
26. 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.
27. Miscellaneous
27.1
27.2
27.3
27.4
The county's failure or delay to insist upon strict performance of any of the
provisions of this Agreement or to exercise any rights or remedies under this
Agreement shall not be construed as a waiver or relinquishment to any extent
of its right to assert or rely upon any such provisions, rights or remedies in that
or any other instance; rather the same shall be and remain in full force and
effect.
This Agreement embodies the entire Agreement between the county and
Contractor, and supersedes any and all prior agreements, regarding the
Work. No change, amendment or modification of any provisions of this
Agreement shall be valid unless set forth in a written instrument signed by the
party to be bound thereby.
The rights and remedies of the County set forth in any provision of this
Agreement are in addition to and do not in any way limit any other rights of
remedies afforded to the county by any other provisions of this Agreement,
by any of Contractor's Support or by law.
The headings of sections and paragraphs of this Agreement are for
convenience of reference only and are not intended to restrict, affect or be
of any weight in the interpretation or construction of the provisions of such
sections or paragraphs.
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, 1T ,18, 19, 20,21, 22, 23, 24,28, 30,
31, and 32 shall survive, notwithstanding the termination or invalidity of this Agreement for
any reason.
P rofess ion al Servi ces Ag reement (rev . 09 124 120 1 8)
Page 10 of 17
30. Nondiscrimination:
30.1 The County is an equal opportunity employer
30.2 Nondiscrimination in Emplovment
ln the performance of this Agreement, theContractorwill 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 Nondiscrimi on in Services
The Contractor will not discriminate against any recipient of any services
or benefits provided for in this Agreement on the grounds of race,
creed, color, national origin, sex, sexual orientation, marital status, age or
the presence of any sensory, mental or physical handicap.
30.4 lf any assignment and/or subcontracting has been authorized by the
County, said assignment or subcontract shall include appropriate
safeguards against discrimination. The Contractor shall take such
action as may be required to ensure full compliance with the
provisions in the immediately preceding paragraphs herein.
31. Prevailinq Waqe.
Contractor shall pay the prevailing rate of wages to all workers, laborers, or mechanics
employed in the performance of any part of the Work in accordance with RCW 39.12
and the rules and regulations of the Department of Labor and lndustries. The schedule
of prevailing wages rates for the locality or localities of the Work is determined by the
P rofess ional Se rvices Ag reeme nt (r ev . 09 124 1 20 1 8)
Page1lof17
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 othenruise criminally or civilly charged by a
governmental entity (Federal, State, or local) with commission of any of
the offenses enumerated in paragraph 32.2 of this section.
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.
P rofessio nal Servi ces Ag ree ment (r ev . 09 124 l2O1 8)
Page 12 ol 17
EXHIBIT "A"
SCOPE OF WORK
ln addition to providing all material and labor, the Contractor shall perform the following
Administer and operate the Upper Kittitas County Youth Activities Summer Program.
Events will be scheduled once per week beginning on the last day of school for the Cle Elum
Roslyn School District. Events will be offered to any youth in upper Kittitas County age ten
or older and will be free of charge to the youth and their families.
Events will include a community barbecue where families will be able to learn about the
program and sign up.
Contractor will require and/or perform appropriate background checks on all employees and
volunteers who will have direct contact with youth.
Events may lnclude trips to local and out-of-town venues
P rofessional Se rvices Ag reement (rev . 09 I 24 l2O1 8)
Page 13 of 17
EXHIBIT ''8"
COMPENSATION
As full compensation for satisfactory performance of the work, the County shall pay
Contractor compensation not to exceed:
$2,000.00 (two-thousand dollars and no cents) in 2021, and $2,000.00 (two{housand
dollars and no cents) in 2O22.
Funds will be made available on a reimbursable basis only and requests must be
accompanied by justification documentation as required by the Kittitas County Auditor
Funds may be utilized for the following:
1. Admission into venues
2. Operating supplies for events
3. Food and beverages
4. Transportation costs to and from events
Requests for reimbursement must be submitted to
Kittitas County Auditor
Attn: Auditor's Accounting
205 West Sth Ave- Suite 105
Ellensburg, WA 98926
P rofessional Servi ces Ag reement (rev . 09 124 l2O1 8)
Page 14 of 17
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 lnsureds
from all claims, losses, harm, costs, liabilities, damages and expenses arising out of
personal injury (including death) or property damage that may result from performance of
the work or this Agreement, whether such performance is by Contractor or any of its
Support.
All insurance shall be issued by companies admitted to do business in the State of
Washington and have a rating of A-, Class Vll or better in the most recently published
edition of Best's Reports unless 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
Commercial Gene I Liabilitv lnsurance
Coverage limits not less than:. $5,000,000 per occurrence. $1,000,000 per occurrence liquor liability. $1,000,000 products & completed operations aggregate. $1,000,000 personal and advertising injury, each offense. Certificate Holder - Kittitas County. The Certificate must name the County as additional insured. Sixty (60) days written notice to the County of cancellation of the insurance
policy
Commercial Automobile Liability lnsurance (if ANY use of vehicle in performance)
Automobile Liability for owned, non-owned, hired, and leased vehicles (MCS g0
endorsement and a CA 9946 endorsement must be attached if 'pollutants' are to be
transported)
' Coverage limits not less than:. $1,000,000 combined single limit. Thirty (30) days written notice to the County of cancellation
of the insurance policy.
! Workers' Compensation
P rofession a I Servi ces Agreement (r ev . 09 I 24 I 201 8)
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Workers'Compensation in amounts required by law
! Stop Gap/Employers Liability
Coverage limits not less than:. $1,000,000 each accident. $1,000,000 disease - policy limit. $'1,000,000 disease - each employee. Thirty (30) days written notice to the County of cancellation
of the insurance policy.
Professional Liability
The Contractor and/or its Subcontractor and/or its consultant providing
professional services shall provide evidence of Professional Liability lnsurance
covering professionalerrors and omissions. Such policy must provide the following
minimum limits:. $1,000,000 per claim. $2,000,000 annual aggregate
' lf insurance is on a claims-made form, its retroactive date, and that of all
subsequent renewals, shall be no later than the effective date of this
Agreement.
Pollution Liability
The Contractor shall provide a Pollution Liability policy, providing coverage for
claims involving bodily injury, property damage (including loss of use of tangible
property that has not been physically injured), cleanup costs, remediation, disposal
or other handling of pollutants, including costs and expenses incurred in the
investigation, defense, or settlement of claims arising out of:. Contractor's operations related to this project; and/or. Remediation, abatement, repair, maintenance or other work with lead-based
paint or materials containing asbestos; and/oro TranSportation of hazardous materials away from any site related to this project
Such Pollution Liability policy shall provide the following minimum coverage:r $ per claimr $ annual aggregate
Propertv Damaqe
The Contractor shall provide a policy that covers damage to Kittitas County
facilities, including buildings, equipment, grounds, etc. Such policy shall provide
the following minimum coverage:o $ per occurrence
! Umbrella Coveraqe
Professional Services Agreement (rev. O912412018)
Page 16 of 17
Umbrella policies shall provide coverage at least as broad as specified for
underlying coverages (CGL, Auto, Employer's Liability) and cover those insured in
the underlying policies, including additional insured.. Amount required for this Agreement: $
Contractor shall furnish the County a Certificate of lnsurance to include the Policy
Endorsements/Exclusions as evidence that policies providing insurance required by this
Agreement are in full force and effect. Contractor hereby waives all rights of recourse,
including any right to which another may be subrogated, against Kittitas County for
personal injury, including death, and property damage. Contractor's insurance policies
required above shall be primary insurance and shall be non-contributing with any
other insurance maintained by Kittitas County.
The Contractor shall assume full responsibility for all loss or damage from any cause
whatsoever to any tools, Contractor's employee-owned tools, machinery, equipment, or
motor vehicles owned or rented by the Contractor, or the Contractor's agents, suppliers
or contractors as well as to any temporary structures, scaffolding and protective fences.
The Contractor shall have sole responsibility for ensuring the insurance coverage and
limits required are obtained by subcontractors.
NOTE: No contract shall form until and unless a copy of the Certificate of
Insurance with Endorsements/Exclusions, properly completed and in the amount
required, is attached hereto.
Failure of the Contractor to fully comply with the above insurance requirements during
the term of the Agreement shall be considered a material breach of contract and cause
for immediate termination of the Agreement at the County's discretion. Alternatively, the
County may procure and maintain, at the Contractor's sole expense, insurance to the
extent deemed proper up to the amount of the required coverage(s). The County may
offset the cost of such insurance against payment due to the Contractor under this
Agreement.
P rofess ional Se rvices Ag reement (r ev . 09 124 120 1 8)
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