HomeMy WebLinkAboutSH22-004 2022 PSA - Dr. Rowe.... .. `. . .... .. ,.. .............. ... .. i - - -- r... -
PROFESSIONAL SERVICES AGREEMENT
This Agreement is made by an d between Kittitas County (hereinafter "the County")
and Thomas Rowe, Ph.D. (hereinafter "Con tractor" ). The County and Contractor agree as
follows:
General Conditions; ExhibitA (Scope of Work); Exhibit (Compensation);
Exh ibit C (Proof of Insu rance).
copies of which are attached hereto and incorporated herein by this reference as fu Ily as if
set forth herein.
The term of this Agreement shall commence March 03, 2022, and continue until
March 03, 2023. 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 addressforthe purposes of giving notice under
this paragraph.
Contractor acknowledges and by signing this Agreement agrees that the
Indemnification provisionssetforth in Paragraphs 7 (independent Contractor), 9 (Taxes),
15 (Defense and Indemnity Agreement), 21 (Patent/Copyright infringement) and 24
(Confidentiality), are totally and fully part of this Agreement and have been mutually
n egotiated by the parties.
IN WITNESS WHEREOF, the parties have executed this Agreementthis day
Of , 2022.
Professional Services Agreement (rev. 09124/2018)
Page 1of17
THOMAS ROWE,Ph.D.
Signature of Signatory
(Date 2 -aa, )
LP/11
ntName of Signato
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APPROVED:
BOARD OF COUNTY COMMISSIONERS
KITTITAS COUNTY, WASHINGTON
Laura Osiadacz, Chairman
Cory Wright, Vice -Chairman
Brett Wachsmith, Commissioner
Approved as to Form:
Attest: Douglas R. Mitchell,
Deputy Prosecuting Attorney
C Clerk of the Board- Julie Kjorsvik
O Deputy Clerk of the Board- Mandy Buchholz
Contractor's Address: County's Address:
115 S. Chetan Street Kittitas County
Wenatchee, WA 95807 205 West 5th Avenue, Suite 108
Ellensburg, WA 98926
Project Contact: Project Contact:
Thomas Rowe, Ph.D. Kim Dawson, Office Admin istrator
GENERAL CONDITIONS
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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. Nomaterial, labor,
or facilities will be furnished by the County, unless otherwise provided for in the
Agreement.
2. Performance of Work:
Contractor shall perform work in accordance with, and shall comply with, all of the
provisions of this Agreement. All work shall comply with applicable codes and ordinances.
3. Schedule of Performance:
Unless directed otherwise bythe County, Contractor shall perform the work in accordance
with any schedules made a part of this Agreement.
4. Definitions:
4.1 "Additional Insureds" 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, emp ioyees,
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 su b-
Contractorsofanytierin connection with or incident to the performance of
the Work or this Agreement.
4.3 The "Work" means all of the duties listed in ExhibitA and the performance of
all other obligations, u nderthis Agreement by Contractor or its Support.
5. Accounting and Paymentfor Contractor Services:
Payment to the Contractor for services rendered under this Agreement shall be asset
forth in Exhibit"B". Where Exhibit"B" requires payments by the County, payment shall be
based upon billings, supported unless otherwise provided in Exhibit "B", by docu mentation
of units of work actu ally performed and amounts earned, including where appropriate, the
actual numberof days worked each month, total number of hours forthe 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 Countyshall, upon receiptof appropriate documentation, compensate
the Contractor, no more often than monthly, through the County voucher system, for the
Contractor's service pursuantto thefee schedule setforth in Exhibit"B".
6. Assignmentand Suboontracting:
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No portion of this Agreement maybe assigned or subcontracted to any other individual,
firm or entity without the express and priorwritten approval of the County.
7. Independent 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 pu rsuantto this Agreement by the Contractor as
an independent Contractor.
The Contractor acknowledges thatthe entire compensation forthis Agreement is specified
in Exhibit "B" and the Contractor is notentitled to any County benefits including, but not
limited to: vacation pay, holiday pay, sick leave pay, medical, dental, or other insurance
benefits, orany other rights orprivileges afforded to Kittitas County employees.
Contractor will defend, indemnify, and hold harmless the County, its Additional Insureds,
officers, agents or employees from any loss or expense, including but not limited to
settlements, judgments, setoffs, attomeys' fees, or costs incurred by reason of claims or
demands because of breach of the provisions of this paragraph.
8. No Guarantee of Employment:
The performance of all orpartof this Agreement by the Contractor shal Inotoperate 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 atthe presentfime or in the future.
9. Taxes:
The Contractor understands and acknowledges thatth e County will notwithhold Federal
or State income taxes. Where required by State or Federal law, the Contractor authorizes
the County to make withholding forany taxes otherthan income taxes (i.e., Medicare). All
compensation received by the Contractorwill be reported to the Internal Revenue Service
at the end of the calendaryear in accordance with the applicable IRS regulations. Itis th e
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 againstany demandto 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
hereu nderas required by law. The Contractor mustpay all othertaxes 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. Reauiations and Requirement:
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This Agreement sh all 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,
andto any other provisions set forth herein orin the attached exhibits.
11. Rightto 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 bywhatevermeans are deemed expedient by the County. Such review
may occurwith orwithout 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
performanceof 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
requ est.
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
CChange Notice")makes changes in the Workwithin 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 If any change in the Work causes an increase ordecrease 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 forthe
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 ail
Change Notices. Contractor must, within thirty (30) days after receipt of an y
Change Notice that does not setforth any acceptable adjustment, su b mit to
the Cou nty a written statement setting forth any adjustment claimed.
12.5 If any change results in a decrease in the Work performed, Contractor shall
be entitled to compensation associated with changing the Work, such as
revising design already completed, revising calculations already performed,
and revising documents.
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13. Termination for Default:
If the Contractor defaults by failing to perform any ofthe obligations of the Agreement or
becomes insolvent oris declared bankrupt or commits any act of bankruptcy or insolvency
or makes an assign mentforthebenefit 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. If the Agreement is
terminated for default, the Contractor sh al I n of be en titled to receive any further payments
underthe 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, orwhich may be
sustained by the County by reason of such default
If a notice of termination for default has been issued and it is later determined for any
reason thatthe Contractorwas not in default, the rights and obligations of the parties shall
be the sameas if the noticeof termination had been issued pursuant to the Termi nab on 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. Wheneverthe Agreement is terminated in accordancewith th is paragraph, the
Contractorshall be entitled to payment for actual work performed at unitcontract pricesfor
completed items of work. In the eventof such termination, an equitable adjustment shall
be made in the compensation payable to Contractor_
An equ itable adjustment in the contract price for partially completed items of work w i 11 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 & Indemnity Agreement:
The Contractor agrees to and shall defend, indemnify and hold harmless the County, its
Additional Insureds, appointed and elective officers, agents and employees, from and
againstall loss orexpense, including but notlimited to judgments, settlements, attorney's
fees and costs by reason of any and all claims and demands upon the County, its
Additional Insureds, its elected orappointed officials, agents, oremployees for damages
because of personal or bodily injury, including death at any time resulting therefrom,
sustained by any person or persons and on accountof 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 Insureds, appointed orelected officials, agents, or
Professional Services Agreement (rev. 09124/2018)
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employees. It is further provided that no liability shall attach to the County by reason of
entering into this contract, except as expressly provided herein.
16. Industrial Insurance Waiver:
With respect to the performance of this Agreement and as to claims against the County, its
Additional Insureds, officers, agents and employees, the Contractor expressly waives its
immunity u nderTide 51 of the Revised Code of Washington, the Industrial Insurance Act,
for injuries to its employees and agrees thatthe obligations to indemnify, defend and h old
harmless provided in this agreement extend to any claim brought by or on behalf of any
employee of the Contractor. This waiver is mutuaily negotiated by the parties to this
Agreement.
17. Venue and Choice of Law:
In 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
Agreementshall begovemed bythe law of the State of Washington.
18. Withholding Payment:
In 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 orotherwise adjudicated.
19. Future Non -Allocation of Funds:
If sufficientfunds are not appropriated oral located for payment u nderth is Agreement for
any future fiscal period, the Countywill not be obligated to make payments for services or
amounts incurred afterthe end of the currentfiscal period. No penalty or expen se shall
accrue to the County in the eventthis provision applies.
20. Contractor Commitments, Warranties and Representations:
The Contractor represents an d warrants to the County as follows:
20.1 The Contractor is duly incorporated, validly existing and in good standing
underthe laws of the State of Washington, and has all requisite corporate
power and authority to enter into and to perform its obligations underthis
Agreement.
20.2 The Contractor has the authorityto execute this Agreement, to make the
representation sand warranties set forth in it and to perform the
obligations of the Contractor underthis Agreement in accordance with its
terms.
20.3 This Agreement has been validly executed by an authorized
representative of the Contractor and constitutesa valid and legally
binding and enforceable obligation of Contractor.
20.4 The Contractor hasor will obtain priorto the commencement date such
licenses, permits and other authorizations from federal, state and other
Professional Services Agreement (rev. 09/24/2018)
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governmental authorities, as are necessary forth e performance of its
obligations u nderth is Agreement_
20.5 The Contractor is not in violation of any applicable law, ordinance or
regulation the consequence of which will or may materially affect
Contractor's ability to perform its obligations underth is Agreement The
Contractor is not subject to any order or judgment of any court, tribunal or
governmental agencywhich materially and adversely affects its
operations or assets in the State of Wash ington, or its ability to perform
its obligations u nderth is Agreement
20.6 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 orwilIcon tain any untrue statement of a material factor omits or
will omit to state a material fact necessary to make the statements of fact
contained therein notmisleading.
21. Patent(CopyrightInfringement:
Contractor will defend and indemnify the County from any claimed action, cause or
demand broughtagainstthe County; to the extent such action is based on the claim that
information supplied by the Contractor infringes any patentor copyright. The Contractor
will pay those costs and damages attributable to any such claims thatare finally awarded
againstthe County in any action. Such defense and payments are conditioned upon the
following:
21.1 Contractor shall be notified promptly in writing by County of any notice of
such claim.
21.2 Contractor shall have the right, hereunder, at its option and expense, to
obtain forthe Countythe dghtto continue using the information, in the event
such claim of infringementis made, provided no reduction in performance or
loss resu Its to th a County.
22. Disputes:
22.1 Gen eral
Differences between the Contractor and the County, arising under and by
virtue of the Agreement Documents shall be broughtto the attention of the
County atthe earliestpossibietime in orderthatsuch matters maybe settled
or oth er appropriate action promptly taken. Except forsuch objections as are
made of record in the manner hereinafter specified and within the time limits
stated, the records, orders, in stru ctions, and decisions of the Kittitas Cou my
Commissioners shall be final and conclusive.
22.2 Notice of Potential Claims
The Contractor shall not be entitled to additional compensation which
otherwise maybe payable, orto extension of time for(1) any actor failure to
act by the County, or(2) the happening of any eventoroccurrence, unless
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the Contractor has given the County a written Notice of Potential Claim
within ten (10) days of the commencement of the act, failure, orevent 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 orextension of time is due, the nature of
the cost involved, and insofaras possible, the amountof the potential cla im.
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. 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 statementof each elementof costor othercompensation requested
and of all elements of additional time required, and copies of any supporting
documents evidencing the amount orexten sion of time claimed to be due.
23. Ownership of Items Produced:
All writings, programs, data, public records orother materials prepared bythe Contractor
and/or its consultants or sub -Contractors, in connection with performance of this
Agreement shall be the sole and absolute property of the County.
24. Confidentiality:
The Contractor, its employees, sub -Contractors, and their employees shall maintain the
confident alityof all information provided bythe County oracquired 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 overthe County. Contractor shall immediately give to the County notice of any
judicial proceedings seeking disclosure of such information. Contractorshall indemnify
and hold harmless the County, its Additional Insureds, 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:
Except asset forth elsewhere in the Agreement, for all purposes under this Agreement,
exceptservice of process, notice shall be given bythe Contractor to the department head
of 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 underthis Agreement shall be given to the address reflected on
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the signature page. Notice maybe given by delivery or by depositing in the U.S. Mail, first
class, postage prepaid.
26. Severability:
If any term or condition of this Agreement orthe application thereof to any person(s) or
circumstances is held invalid, such invalidity shall not affect otherterms, conditions or
applications which can be given effect without the invalid term, condition orapplication. To
this end, the terms and conditions of this Agreementare 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 orto exercise any rights or remedies u nderth is
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 thatorany other instance; ratherthe sameshall beand remain
in full force and effect
27.2 This Agreement embodies the entire Agreement between the County and
Contractor, and supersedes any and all prior agreements, regarding the
Work. No change, amendment or modification of any provisions of this
Agreement shat be valid unless setforth in a written instru ment signed by
the party to be bound thereby.
27.3 The rights and remedies of the County set forth in any provision of this
Agreementare in addition to and do notin anyway limitany other rights of
remedies afforded to the County by any other provisions of this Agreement,
by any of Contractor's Su pport or by law.
27.4 The headings of sections and paragraphs of this Agreement are for
convenience of reference on ly 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 con dition of this Agreement shall not be deemed a waiver of a n y
prior orsubsecluentbreach. 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
h ereto.
29. Survival:
The provisions of paragraphs 7, 9, 11, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 28,
30, 31, and 32 sh all survive, notwithstanding the termination or i nvalidity of this Agreement
forany reason.
30. Nondiscrimination:
30.1 The County is an equal opportunity employer.
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30.2 Nondiscrimination in Emplo, ment
In the performance of this Agreement, the Contractorwill 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 small not apply if the particular
disability prevents the proper performance of the particularworker
involved.The Contractorshall ensure that applicants are employed, and
thatemployees are treated during employmentwithoutdiscrimination
because of theirrace, creed, color, national origin, sex, sexual orientation,
marital status, age or the presence of any sensory, mental or physical
handicap. Such action shall include, butnotbe limited to: employment,
upgrading, demotion ortransfers, recruitment or recruitment advertising,
layoff or termination, rates of pay or otherforms of compensation, and
programs for training including apprenticeships. The Contractor shall take
such action with respect to this Agreement as maybe required to ensure
full compliance with local, state and federal laws prohibiting discrimination
in employment.
30.3 Nondiscrimination in Services
The Contractor will not discriminate againstany recipientof anyservices
or benefits provided for in this Agreement on the grounds of race, creed,
color, national origin, sex, sexual orientation, marital status, age orthe
presence of any sensory, mental or physical handicap.
30.4 If any assignment and/or subcontracting has been authorized by the
County, said assignmentor subcontract shall include appropriate
safeguards against discri min ation. Tho'Contractor shall take such action
as may be required to ensure full compliance with the provisions in
the immediately preceding paragraphs herein.
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 Industries. The schedule
of prevailing wages rates for the locality or localitiesof the Work is determined by the
Industrial Statistician of the Department of Labor and Industries. It is the Contractor's
responsibility to verifythe applicable prevailing wage rate. It is understood thatthe
Contractor is responsible for obtaining and completing all required governmentforms
and submitting same to the proper authorities.
Professional Services Agreement (rev. 09/24/2018)
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Disputes regarding prevailing wage rates shall be referred for arbitration to the Director
of the Department of Labor and Industries. The arbitration decision sh all 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 Is not presently debarred, suspended, proposed for debarment, declared
ineligible orvolu ntarily 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 civil judgment rendered
againstthem 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, makingfalse claims, or obstruction of justice.
32.3 Is not presently indicted for or otherwise criminally or civilly charged by a
governmental entity (Federal, State, or local)with commission of any of
the offenses enumerated in paragraph 322 of th is section.
32.4 Has notwithin a three-year period preceding the preceding the execution
of this contract with Kittitas County had one or more public transactions
(Federal, State, or local) terminated for cause of default.
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EXHIBIT "A"
SCOPE OF WORK
In addition to providing all material and labor, the Contractor shall perform the following:
• Conduct psychological evaluations including related interviews of applicants for
employment or reserve service upon request by the Kittitas County Sheriffs
Office.
• Prepare and convey reports of those psychological findings and applicant
evaluations tothe Kittitas County Sheriff's Office.
• These evaluations shall be conducted in compliance with, and as mandated by,
the provisions of RCW 43.101.095(2)(a)(ii), and WAC 139-07-030, and any
provision now inexistence or enacted during the period of this Professional
Services Agreement, including any extension thereof_ Noexamination orthe
results thereof maybe fu rth erdissemi nated or used for any purpose other than
as allowed by RCW 43.101.095 or WAC 139-07-030. All materials related to the
examination and its results shall be secured in a man n er consistent with WAC
139-07-030(1)(d) and any other applicable state and federal statutes and
regulations, including the means of providing such results or materials to the
Kittitas County Sheriff's Office.The contractor is solely responsible for
implementation of such safeguards and foranybreach orviolaUon thereof.
• Warrant that he or she is familiarwith and in compliance with the standards
referenced above and incorporated herein by reference.
The services stated above will be conducted atthe Contractor's place of business. The
Contractorwili notutilize an automobile, whetherowned, non -owned, h iced or leased, to
provide these services for Kittitas County.
EXHIBIT "B"
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Feb 03 22,07:22a Thomas Rowe, PhD 5096631152 p.2
COMPENSATION
As full compensation for satisfactory performance of the work, the County shall pay
Contractor compensation sotto exceed $600.00 per applicant evaluation.
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Feb 03 22, 07:22a Thomas Rowe, PhD 5096631152 p.3
EXHIBIT "C"
PROOF OF INSURANCE
The Contractor shall secure and maintain in effectat all times during performance of the
Work such insurance as will protect Contractor, its Support and the Additional Insureds
from all claims, losses, harm, costs, liabilities, damages and expenses arising out of
personal Injury (including death) or property damage that may resultfrom performance
of the work or this Agreement, whether such performance is by Contractor or any of its
Su pporL
All insurance shall be issued by companies admitted to do business in the State of
Washington and have a rating of A-, Class Vill or better in the most recently published
edition of Best's Reports unless otherwise approved by the County. If an insurer is not
admitted, all insurance policies and procedures for issuing the insurance policies must
comply with Chapter48.15 RCW and 284-15 WAC.
The Contractor shall provide proof of insurance for:
Commercial General Liability Insurance
Coverage limits not less than:
• $5,000,000 peroccurrence
• $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 Countyas additional insured
• Sixty (60) days written notice to the County of cancellation of the insurance
policy
Commercial Automobile Liability Insurance (if ANY use of vehicle in performance)
Automobile Liability, for owned, non -owned, hired, and leased vehicles (MCS 90
endorsement and a CA 9946 endorsement must be attached if 'pollutants' are to be
transported)
■ Coverage limits not less than:
• $1,000,000 combined sin gfe limit
■ Thirty (30) days written notice to the County of cancellation
of the insurance policy.
Additional Coverage May Be Required:
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Feb 03 22, 07:22a Thomas Rowe, PhD 5096631152 p.4
❑ Workers' Compensation
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 Countyof cancellation
of the insurance policy.
X❑ Professional Liability
The Contractor and/or its Subcontractor and/or its consultant providing
professional services shall provide evidence of Professional Liability Insurance
covering professional errors and omissions. Such policy must provide the
following minimum limits:
■ $1,000,000 per claim
■ $2,000,000 annual aggregate
■ If 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, orsettlement 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 conta in ing asbestos; and/or
• Transportation of hazardous materials away from any site related to this
project
Such Pollution Liability policy shall provide the following minimum coverage:
■ $ per claim
■ $ annual aggregate
❑ Property Damage
The Contractor shall provide a policy that covers damage to Kittitas County
facilities, including buildings, equipment, grounds, etc. Such policy shall provide
the following minimum coverage:
• $ per occu rren ce
Professional Services Agreement (rev. 09/24/2018)
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Feb 03 22, 07:22a Thomas Rowe, PhD 5096631152 p.5
❑ Umbrella Coverage
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 forth is Agreement$
Contractor shall furnish the County a Certificate of Insurance to include the Policy
Endorsements/Exclusions as evidence that policies providing insurance required byth is
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 propertydamage. 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 anytemporary 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 Endo rsements/Exclusions, properly completed and in the amount
required, is attached hereto.
Failure of the Contractor to fully complywith the above insurance requirements du ring
the term of the Agreement shall be considered a material breach of contract and cause
for immediate termination of the Agreementat the County's discretion. Altematively, 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 Cou my may
offset the cost of such insurance against payment due to the Contractor underthis
Agreeme n G
Professional Services Agreement (rev. 09/2412018)
Page 17 of 17