HomeMy WebLinkAboutPSA Thomas RoweP ROFESSIONA.L S ERVIC ES AGREEMENT
ThisAgreementismade byand between KittitasCounty(hereinafter"the County")
andThornas Rowe, Ph.D. (hereinafter"Contractot'').The Countyand Contractoragree as
follows:
General Conditions; ExhibitA (Scope of Work); ExhibitB (Compensation);
ExhibitC (Proof of lnsurance).
copies of whictr are attached hereto and incorporated herein bythis reference as fully as if
set forth herein-
The terrn of this Agreemenl shallcommence March 03,2022, and continue until
March 03, 2023. Any party may terminate this Agreementby giving thirty (30) days' notice
in writing either personally delivered or mailed postage-prepaid by certified mail, retu m
receipt requested, to the party's last known address forthe purposes of giving n otice under
this paragraph.
Coniractor acknowledges and by signing this Agreement agrees that the
lndemnification provisionssetforth in Paragraphs 7 (lndependentContractor), I (Taxes),
15 (Defense and lndemnity Agreement),21 (PatenUCopyright lnfringernent) and 24
(Confidentiality), are totally and fully part of this Agreement and have been mutually
n egotiated by the parties.
.,rfrf,,[''TN.ESS
WHEREOF, the parties have executed this Agreementthis )gt'' duy
P rof essio nal Se rvices A greeme nt ( rev. 09/24120 1 8)
Page 1 of 17
[./.v
THOMAS ROWE, Ph,D.
V
Signatureof natory
(Date
rint ame gn
Clerk Board- Julie Kjorsvik
n Deputy Clerk of the Board- Mandy Buchholz
Contractor's Address:
1 15 S. Chelan Street
Wenatchee, WA 96807
Project Gontact:
Thomas Rowe, Ph.D.
I\PPROVED:
BOARD OF COUNTY COMMISSIONERS
NTY, I/VASHINGTON
hairman
ght,
, Commissioner
Approved as to Form:
Douglas R. Mitchell,
Deputy Prosecuting Aftorn ey
Countlr's Address:
Kittitas County
2O5 West 5h Avenue, Su ite I OB
Ellensburg,WA 98926
Project Gontact:
Kim Dawson, Office Adrnin isfator
GENERAL COND]TIONS
L
Prof essiond Services Agreement {rev. 0912412018)
Page 2 of 17
ouvooo I I cz p.c
1. 9cope of Contractols Seruices:
Contractor agrees to provide to the County seruices and any materials set fotth in the
projecinarrativeidentifiedinExhibit"A"duringtlreAgreementperiod. Nomaterial, labor,
or facilities will be fumished by the County, unless otherwise provided for in the
Agreement.
2. Performance of Wgrk:
Contractor shalt perform work in accordance with, and shall comply with, all of the
provisions of this Agreement. Allwork shall comptywith applicablecodesand ordinances.
3. Sqhedule of Performance:
Unless directed otherurise bythe County, Contractorshallperform the work in accordance
with any sch edules made a partof this Agreernent,
4. Definitions:
4.1
4.2
4.3
'Addifional lnzureds'means the County, its successors, and assigns,and
the respective directors, officers, employees, agents and representatives of
the Countyand itssuccessors and assigns.
"support'meansthefollowing:Contractor'sdirectors,officers, ernployees,
age n ts an d represe ntatives; an d sub-Co ntractors of any tier; th e re s p e cti ve
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 Contractofs sub-
Contractors of an y tier i n connection with o r i n cid ent to th e p e rf o rm a n ce of
th e Work or this Agreement.
The "Work" means all of the duties listed in ExhibitA and the performance of
al I other obl igatiorrs, u nder th i s Agreeme nt by Con tractor o r its Su pport.
5. Acc:o u.r.rting?n d Payment for Con tracto r S e ryices :
Payment to the Gontractor for services rendered under this Agreement shall be as set
forth in Exhibit"B". Where Exhibit"B" requires payments bythe County, paymentshatlbe
based upon billings, supported unlessotherwiseprovided in Exhibit"B", bYdocumentation
of unitsof workactuallyperformed andamountseamed,includingwhereappropriate, the
actualnurnberof daysworked each month,totalnumberof hoursforthe month, and the
total dollar payment requested. Unless specifically stated in Exhibit ''8" or approved in
writing in advance by the Kittitas County Board of Commissioners, the County will not
reimburse the Contractor for any costs or expenses incurred by the Contractor in
performance of this Agreement.
Where required, the Countyshall, upon receiptof appropriate documentation, compensate
the Contractor, no more often than monthly, through the Countyvoucher system, for the
Contractor's service pursuantto the fee sch edule setforth in Exhibit "8"-
6.Assionmentand Sub cnntractino:
P rof essio nal Se rvi ces A greeme nt (rev . O9 I 24f2O1 8l
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No portion of thisAgreernentmay be assigned orsubcontracted to an y oth er in dividua l,
firm or entitywithout he express and priorwritten approvatof the County.
7. lndepen.dent Contractor:
The Contractor's services shall be furnished by the Contractor as an independent
Contractor and nothing herein contained shall be consfued to create a relationship of
employer-employee orrnaster-servant, but all payrnents made hereunder, and all servioes
performed sh all be made an d performed pu rsuant to th is Agreement by th e Contracto r a s
a n i ndependent Con tracfor-
Th e Contractor ackn owledges th at the entire compensation forthis Agreement is specif ied
in Exhibit"B"andtheContractorisnotentitledtoanyCoun$benefits including, but not
limitedto: vacationpay,holidaypay,sickleavepay,medical,dental,orotherinsurance
benefits, orany otherrights orprivileges afforded to Kittitas Countyemployees.
Contractorwilldefend,indemnify,andholdharmlesstheCounty,itsAdditional lnsureds,
officers, agents or employees from any loss or expense, including but not limited to
settlements, judgments, setoffs, attomeys' fees, or cosb incurred by reason of claims or
demands because of breach of the provisions of this paragraph.
B. Nq-Guaran_tee of Emplovment:
The performance of allorpartof thisAgreementbythe Contractorshallnotoperate to vest
any employment rights whatsoever and shall not be deemed to guarantee any
employmentof the Contractororanyernployeeof the Contractororanysub-Conlractor or
any employee of any subContractor by the Cou nty atthe presenttime orin the future.
9. Taxes:
Th e Contractor u n derstands an d acknowledges th at th e County will not with h ol d Fe d era I
orStateincometaxes. WhererequiredbyStateorFederallaw,theContractorauthorizes
theCountytomakewithholdingforanytaxesotherthanincometaxes(i.e.,Medicare). Alt
compensation receivedbythe Contractorwill bereportedtothe lntemal Revenue Service
at the end of the calendaryear in accordance with th e applicable IRS regulations. l[ is th e
responsibility of the Gontractorto rnake the necessary estimated tax payments througrhout
the year, if any, and the Contractor is solely liable for any tax obligation arising from the
Contractor's performance of thisAgreernent. The Contractorherebyagreesto indemnify
the County againstany demandto paytaxes arising fromthe Conhactor's failure to pay
taxes on compensation earned pursuantto thisAgreement.
The County will pay sales and use taxes imposed on goods or services acquired
hereu nder as requ ired by law. Th e Contractor mu st pay al I oth er taxes in clud i n g, b u t n ot
limited to: Business and Occupation Tax, taxes based on the Contractot's gross or net
income, or personal properly to which the County does not hold title. The County is
exempt from Federal Excise Tax.
10. R eoulations and R ertrtirement:
P ro f essional Servi ces Ag reement (rev. 09/24120 1 8 )
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This Agreementshall be subjectio all laws, rules and regulations of the United States of
America, and State of Washington, and politicalsubdivisions of the State of Wash ington,
and to anyother provisions setforth herein orin the attached exhibits.
11. Riqhttg-Revigl:
This contract is subject to review by any Federal or State auditor. The County or its
designee shall have the rightto review and monitorthe financialand servie components
of this program by whatever means are deemed expedient by the County. Such review
may occurwith orwithout notice, an d may in clude, but is not lirnited to, on -site in spection
by County agents or employees, inspection of all records or other materials which the
County deerns pertinent to the Agreement and its pedormance, and any and all
communications with or evaluation by service recipients under this Agreement. The
Contractor shall preserue and maintain all financial records and records relating to the
perforrnance of work u nderthis Agreementfor 6 years after contracttermination, and shall
make them available forsuch review,within Kittitas County, State of Washington, u pon
request.
12. Modifications:
12.1 Either party may request changes in the Agreement. Any and all agreed
nrodifications shallbe 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 Workwithin the general scope of
this Agreement, including, but not Iimited to: (a) changes in, revisions to,
substitutions for, additions to or deletions of any Work; (b) changes in
sch ed ule; an d (c) accele ration, deceleration or su spension of p e rf o rma n ce
of anyWork.
12-3 tf any change in the Workcauses an increase ordecrease on Contractor's
cost of, or the time required fo1 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
deorease.
12.4 Notwithstanding any dispute or delay in aniving at a mutually acceptable
equitable adjustment, Contractor shall proceed in accordance with all
Change Notices. Contractor must, within thirty (30) days after receipt of an y
Change Notice that does not setforth any acceptable adjustment, su bmit to
th e Cou nty a written state men t setti n g fo rth a ny adju stment cl ai med.
12.5 tf any change results in a decrease in the Work performed, Contractor sh all
be entitled to compensaUon associated with changing the Work, such as
revising design already cornpleted, revising calculations already performed,
and revising documents.
P rof essional S e Mces A gre eme nt (rev - AQ I 2412O1 8)
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1 3. Termination for Default:
lf theConbactordefaultsbyfailingtoperformanyof ffreobligationsof the Agreement or
becomes insolvent oris declared bankruptorcommits any act of bankruptcy or insdvency
or makes an assignrnentforthe benefitof creditors, the County may, bydepositing written
notice to the Confactor in the U.S- mail, postage prepaid, tenninate the Agreement, and d
the County's option, obtain performance of the work elsewhere. lf the Agreement is
terminated fordefault, the Contractorshallnotbeentitled to receive anyfurther payments
undertheAgreementuntilallworftcalledforhas beenfullyperforrned. Any extra cost or
damage to the County resulting frorn sudr default(s) shall be deducted from an y money
due or coming due to the Contractor. The Contractor shall bear any extra expenses
incuned by the County in completing the work, and alldamage sustained, orwhid'r may be
susbined bythe Countybyreason of such defaull
lf a notice of termination for default has been issued and it is later determined for any
reason th atthe Confactorwas not in default, he rights and obligations of tre parties sh all
be the same as if th e notice of termin ation had been issued pursuant to the Termination for
Pu blic Convenience parag rttph hereof.
14.Terminatio nfo r ic Convenience
The County may terminate the Agreernent in whole or in part whenever the County
detennines, in its sole discretion that such termination is in the best interests of the
County. WlrenevertheAgreementislerminated in accordancewiflr th is paragraph, the
Contractorshallbe entitled to paymentforactualwork performed at unitcontract prices for
completed items of work. ln the eventof such termtnation, an equitable adjustment shall
be made in the compensation payable to Contractor-
An equiiableadjustmentin thecontractpriceforpartiallycompleted items of work will be
made, but such adjustment shatl not include provision for loss of anticipated profit on
deleted or uncompleted work. Tenrrination of this Agreernent by the County at any time
during the term, whetherfor default or convenience, shall not constitute a breach of
contract bythe County.
'1 5. Defense & lndemnityAqreeme..nt:
The Contractor agrees to and shall defend, indennnify and hold harmless th e Gounty, its
Additional lnsureds, appointed and elective officers, agents and employees, from and
against all loss or expense, including but not limited to judgments, setflement:s, attorn ey's
fees and costs by reason of any and all claims and demands upon the County, its
Additional lnsureds, its elected orappointed officials, agents, orernployees f or damages
because of personal or bodily injury, including death at any time resulting therefrom,
sustainedbyanypersonorpersonsandonaccountof damagetoproperlyincluding 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 off cers, employees or th eir
agents, except only such injury or damage as shall have been occasioned by the sole
negligence of the County, its Additional ln sureds, appointed or elected officials, agents; or
P ro f ess i o nal Servi ces Ag reern e nt (rev. Og I 24 f2O1 B)
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employees. lt is fu rther provided that no liabilig shall attach to the County by reason of
entering into this contract, exceptas expressly provided herein.
1 6. ln dustrial ln surance Waiver:
With respectto tre perfonnance of this Agreernentand as to claims againstthe Caunty, ib
Additional Insureds, officers, agents and employees, the Conbactorexpressly waives its
immunttyunderTitle5l of theRevisedCodeof Washington,thelndustrial lnsurance Act,
forinjuriestoitsemployeesandagreesthattheobligationstoindemnif,T,defendand hold
hamtlessprovided inthisagreementextendtoanyclaimbroughtby or on behalf of any
ernployee of the Conbactor. This waiveris mutually negotiated bythe parties to this
AgreemenL
17. Venue and Choice pf Law:
ln th e event thatany liiigation should arise concerning the construction or interpretation of
any of the terms of this Agreement, tte 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 be govemed bythe law of the State of Washington.
18. Withhold ing Pavment:
ln the event the Contractor has failed to perform any obligation to be performed by the
Contractor under this Agreement within the tirne set forth in this Agreement, then the
County rnay, upon wriften notlce, withhold ail monies dueand payableto Contractor,
with out pen al$, until such failure to perform is cu red oroth eruvise adjudicated.
19. Future Non-Allocation of Funds:
lf suflicientfunds are not appropriated or allocated for payment u nder th is Ag reeme nt f or
any future fiscal period, th e County will not be obligated to make payments for services or
amounts incuned afterthe end of the cunentfiscal period. No penalty or expen se shall
accrue to the County in the eventthis provision applies.
20. Conkactor Commitments. Wa rranti es and Renresentations :
The Contractor represents and warrants to he Countyasfollows:
20.1 The Contractor is duly incorporated, validlyexisting and in good standing
underthe laws of the State of Washington, and has all requisite corporate
power an d auth ority to enter into and to perform its o bl igation s u n der th is
Agreement.2A.2 The Contractorhasthe authorityto executethisAgreement, to make the
representations and wananties set forth in it and to perform the
obligations of the Contractor underthis Agreement in accordance with its
terms.20.3 This Agreement h as been validly executed by an authorized
representative of the Contractor and constitutesa valid and legally
bin di n g an d enforceabte obli gation of Contractor.
2O-4 The Contractor hasor willobtain priorto the commencementdate such
I icen ses, permits and oth er auth orizations frorn federal, slate an d oth er
Prof essio nd Se rvices Agreemen t (rev. 091 241 20 1 8)
Page 7 of 17
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20.5
20.6
govemmental authorities, as are necessary for the performance of its
obligation s u nd er th is Agreement-
The Contractoris not in violatlon of anyapplicablelaw, ordinanceor
regulation the consequence of which will or may materially affect
Confactofs ability to perform its obligations underthis Agreement The
Conbactor is not su bject to an y order or ju dgment of an y court, tribu n al or
govemmental agency which materially an d adversely affects its
operations or assets in the Staie of Washington, or its abilityto perform
its obligations u n derth is AgreemenL
None of the representations or warranties in this Agreemeni, and none of
the documents, statements, certificates or schedulesfurnished orto be
furnished by Contractor pursu ant hereto or in connection with the
p e rf orma n ce of th e oblig ati on s co nternplated u n der th i s Ag reemen t,
contains orwill contain anyuntrue statementof a material fact or onrits or
willomit to state a materialfact necessary to make the staternents of fact
contained therein nof misleading.
21. Patent/Coovrioht ln frinqsnent:
Contractor will defend and indemnify the County from any claimed action, cause or
deman d brou ght against th e County; to th e extent su ch action is based on th e cla irn th at
inforrnationsuppliedbytheContractorinfringesanypatentorcopyright- TheContractor
will pay hose costs and damages attributable to any such claims thatare finally awarded
againsttheCountyinanyaction. Suchdefenseand paymentsareconditioned upon the
following:
21.1 Contractor shall be notified promptly in writing by County of any notlce of
such claim.
21.2 Contractor shall have the right, hereunder, at its option and expense, to
obtain forthe Countythe rightto continue using the information, in the event
su ch claim of infringement is made, provided no reduction in performance or
loss resu lts to th e Cou nty.
22. Disputes
?2.1 Geneml
Differences between the Contractorand tre County, arising under and by
virtu e of th e Agreement Documents sh all be brou ght to th e atte n ti o n of th e
Countyatthe earliestpossibletime in orderthatsuch mafters may be settled
or other appropriate action promptly taken. Except forsu ch objections as are
made of record in the manner hereinafterspecified and within the tirne limits
stated, the records, orders, instructions, and decisionsof the Kittitas County
Commissioners shall be final and conclusive.
22.2 N otlce of Pote.ntial Cl ailns
The Contractor shall not be entiUed to additional compensatjon which
oth envise rnay be payabl e, or io exten s ion of time for (1 ) any act or failu re to
act by the County, or(2) the happening of any eventoroccurence, u nless
Prof essional Services Agreernent (rev- 09124/:2018)
Page8of17
r ilurnas r(owe, rnu bu9b531 1 52 p.11
the Coniractor has given the County a written Notice of Potential Claim
with in ten (1 0) days of th e ccmmen cement of th e act, failure, or event givi n g
rise to th e claim, and before f inal payment by the Cou nty. The written Notice
of Potential Claim shall set forth the reasons for which the Contractor
believes additionalcompensation orextension of time is di.ie, the n atui'e of
the cost involved, and insofaras possible, the amountof the potentialclaim.
Contractorshallkeepfultand comptete daity records of the work performed,
labor and material used, and all costs and additional time claimed to be
additiona[.
22.3. Detailed Claim
The Contractor shall not be entitled to claim any such additional
compensation, or extension of time, unless within trirty (30) days of the
completion of the portion of the workfrom whidr theclaim arose, and before
final payment by the Cou nty, the Contractor has given the County a detailed
written state men t of each el e ment of cost or oth er cornpen sation re q u e sted
an d of all elements of addilional il me requ ired, an d copies of any su pporti n g
documentsevidencing the amountorextension of time clairned to be due-
23. Ownership of ltems Produced:
Allwritings,programs,data,publicrecordsorothermaterialspreparedbytrre 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. Confidentia litv:
The Contractor, its employees, sub-Contractors, and their employees shall maintain the
confidentialityof allinforrnation provided bythe Countyoracquired by the Contractor in
perfr:rmance of this Agreement, except upon the priorwritten consent of the Kittitas
County Prosecuting Attorney or an order entered by a court afler having acquired
jurisdictionovertheCounty. ConhactorshalllmmediatelygivetotheCountynoticeofany
judicial proceedings seeking disclosure of such information" Contractor shalt indemnify
and hold harmless the County, its Additional lnsureds, officials, agents oremployees f rom
all loss or expense, including, but not limited to settlements, judgments, setoffs, altoFn eys'
fees and costs resulting frorn Contracto/s breach of this provision.
To the extent that any information obtained by the Contractor is requ ired lo be sh ared with
or provided to others by the terms of the StaternenI of the Work, this provision is nol
breached by such acts.
25. Notice:
Except as set forth elsewhere in the Agreement, for all purposes underthis Agreement,
exceptserviceof process, noticeshallbegivenbythe Contractortothedepartment 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
Contractorforall pu rposes u nderth is Agreernent sh all be given to the address reflecled on
P ro f essi on al S ervices Agree me nt (rev. 09124/20 1 8)
Page I of 17
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th e signature page. Notice may be given by delivery or by depositing in the U.S. Mail, first
class, postage prepaid.
26. Severability
lf any term or condition of this Agreernent orthe application thereof to any person{s) or
circumstances is held invalid, such invalidity shall not affect otherterms, conditions or
applicationswhich can be given eftectwithoutthe invalid term, condition orapplication. To
this end, theterms and conditions of this Agreementare declared severable.
27. Miscellaneous:
27.1
27.2
27.3
The County's failure ordelayto insistupon strictperformance 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
rcrnedies in th atoran y other instance; rather th e same shall be an d rernain
in fullforce and effect.
This Agreement embodies the entire Agreement between the County and
Confactor, and supersedes any and all prior agreements, regarding the
Work. No change, amendment or modification of any provisions of thls
Agreementsh all be valid unless set forth in a written instru ment si g n e d by
the party to be bound thereby.
The rights and remedies of the County set forth in any provision of this
Agreementare in addition to and do notin anyway limitany other rlghts of
remedies afforded to the County byany otherprovisions of this Agreernent,
by any of Contracto/s Support or by law.
The headings of sections and paragraphs of this Agreement are for
conven ience of referen ce on ly an d are n o! i nten ded to restri ct, affect or be
of anyweightin the interpretation or construction of the provisions of such
section s or parag raph s.
27.4
28. Waiver:
Waiver of any breach or condition of this Agreementshall notbe deemed a waiver of any
prior or su bsequent breaoh. No terms or con ditions of th is Agreernent sh al I be h e I d to b e
waived, modified or deleted except by an insfument, 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, and 32 shallsurvive, notwithstanding the termination orinvalidityof thisAgreernent
forany reason.
30. Non discrimination:
30.1 The County is an equalopportunity ernployer
Prof essiond Services Agreement (rev. 09/2al2018)
Page '1 O of 17
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30.2 Nondiscrinrin in Emolovment
ln the performance of this Agreement, the Contractorwillnot
discriminateagainstanyemployee or applicantforemployment on the
grounds of race, creed, color, national origin, sex, sexualorientation,
mariial status, age or the presence sf any sensory, mental or
physical handicap; provided that the prohibition against discrimination
in employrnent because of handicap shall not apply if the paffcular
disability prevents the proper peformance of the pafticularworker
in volved. Th e contractor sh al I ensu re th at appl icants are employed, an d
th at employees are treated d u rin g employment with ou t discri mi n ation
because of theirrace, creed, color, nationalorigin, sex, sexual orientation,
marital status, age or the presence of anysensory, mentalor physical
handicap. Such action shallinctude, butnotbe limited to: employment,
u pgradin g, dernotion or transfers, recru itment or recruiiment advertisin g,
layoff ortermination,rates of pay orotherforms of compensation,and
programs for training including apprenticeships. The Contractor sh all take
such action with respectto thisAgreementas may be required to ensure
fullcompliancewith local, state andfederal laws prohiblting discrimination
in employment
3O.3 Nondiscrirnination in Services
The Contactor 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 orieniation, marital status, age or the
presence of anysensory, menlal or physical handicap.
30.4 lf any assignmentand/orsubcontracting has been authorized bythe
Cou nty, said assign ment or su bcon tract s hall i n clude approp riate
safegu ards a gain st discri min ation . Th dCon tractor sh al I take su ch acti on
asmayberequired to ensure full compliance with the provisions in
the immediately preceding paragraphs herein.
31. PrevailinqWaqe:
Contractor shall pay the prevailing rate of wages to all workers, laborers, or mechan ics
employed in the performance of any part of the Work in accordance with RCW 39.12
and the rules and regulations of the Departrnent of Labor and lndustries. The schedu le
of prevai lin g wages rates for th e I ocality or local ities of th e Work is determi n ed by th e
lndustrialStatistician of the Department of Labor and lndustries. lt is the Contractofs
responsibilityto verifythe applicable prevailing wage rate. lt is u nderstood thatthe
Confractor is responsible for obtaining and completing all required governmentforrns
and submitting same to the proper authorities.
p. to
P ro f essi onal Servi ces A g ree me nt (rev . O9 I 2412O1 B)
Page11 of17
r
Disputes regarding prevailing wage rates shall be refened for arbitnation to the Director
of the Department of Labor and lndustries.The arbitration decision shallbe finaland
conclusive and binding on all parties involved in the dispute as provided for by RCW
39.12.060,
32. Debarment ertification
The Contractor certifies that it:
32.1 ls not presently debaned, suspended, proposed for debarment, declared
ineligible orvoluntarily excluded from covered fansactions by any Federal
departrnent or agency.
32.2 Has not with in a three-year period precedin g the execution of th is contract
with Kiftitas County, been convicted of or had a civiljudgment rendered
againstthern for comrnission 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 antibuststatutes or
commission of embezzlement, theft, forgery, bribery, falsification or
destruction of records, making false staternents, tax evasion, receiving
stolen properly, makingfalse claims, or obstruction of justice.
32.3 ls not presenflyindicted for or othenrvise crirninallyor civilly charged by a
governmentalentity (Federal, State, or local)with commission of anyof
he offenses eflurnerated in paragraph 32-2 of this section.
32.4 Has not with in a th ree-year peilod preceding the precedi n g the execution
of this epntract with Kittitas Cou nty l-rad one or more pu blic transactions
(Federal, State, or local) tenninated for cause of default-
P rof essi o nal Servi ces A greeme nt (rev. 09/24120 1 8)
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EXHIBIT "A'
SCOPE OF WORK
ln addition to providing all material and labor, the Contractoi'shall perform the following
. Conduct psychologicalevaluations including related interviews of applicants for
ernployment orreserve seruice upon requestby the Kittitas CountySheriffs
Office.
o Prepare and convey reports of those psychologicat findings and applicant
eval u ati on s to th e Kittitas C ou n ty S l-r eriff 's Ottioe.
a These evaluations shall be conducted in compliancewith, and as mandated by,
the provisionsof Rcw 43.101.095(2)(a)(ii), and wAC 139-02-030, and any
provision now in existence orenacted during the period of this Professional
Services Agreement, including any extension thereof. Noexamination ortlre
resu lts th ereof may be fu rth er dissernin ated or u sed for an y pu rpose oth er th an
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 mannerconsistentwith WAC
139-07-030(1Xd) and any other applicable state and federalstatutes and
regulations, includlng the means of providing such resutts or materiats to the
Kittitas county Sheriff's ffilce.The contractor is solely responsible for
irnplementation of such safeguards and foranybreach orviolation thereof.
a Wanant that he or she is familiarwith and in compliance with the standards
referenced above and incorporated herein byreference.
The services stated above will be conducted atthe Contractor's place of business. The
Contractorwill notutilize an automobile, whetherowned, non-owned, h ired or leased, to
provide these services forKittitas County.
EXHIBIT ''8"
Professional Services Agreernent (rev . Ogl24t2O18J
Page13of17
Feb 03 22,07:22a Thomas Rowe, PhD 5096631 1 52 p.2
GOMPEN$ATION
As full compensation. for satisfactory pgrFormance of the work, the County shall pay
contracto r comp en sati on n of to exceed $000.00 per appl icant evaiuation.
P rof essi o nd Sewi ces A gree ne nt {rev. Og t U I ZO1 g)
Page 14 of 17
Feb 03 22,Q7'.22a Thomas Rowe, PhD 5096631 1 52 p.3
E alG ln
not less than:. $5,000,000 peroccurence. $1,000,000 peroccunence liquorliability. $1,000,000 products & compleled operations aggregate. $1,000,000 personal and advertjsing injury, each offenser Certificate Holder- Kiftitas Countyr The certificate must name the countyasaddilionalinsured
' Sixty (60) days written notice to the County of cancellatlon of the insurance
policy
[ (if ANy use of vehicle in performance)Autornobile Liabiti-ty^forown€d, non-owned, hired, and leased vehicles (McSgo
endorsernent and a CA 9946 endorsemenf rnusf be attached if 'pollutants' ari to be
transported)
' Coverage limits notless than:. $1,000,000 combined singte limit
' Thirty (30) days wriften noticeto the countyof canceltation
of the insurance policy_
EXHIBIT "C"
PROOF OF INSURANCE
The Contractor shall secure and rnaintain in effectat all times during perfonnance of theWork such insurance as will protect Contractor, its Support and the Additional lnsuredsfrom all claims, {osses, hann, cosls, liabilities, damages and expenses arising out ofpersonal injury (ncluding death)orproperty darnage that may resultfrom performance
of the work or this Agreement, whether such perfo-rmance is
-by
Contractoi orany of itsSupport"
All insurance shall be issued by companies admitted to do business in the State ofwashinglon and have a ratingbf A-,'ctass VH or better in ure ;;;i;";;ily fubtisheoedilion of Besfs Reports unlessotherurrise approvedbythe County. lf an ifiIurerisnot
admitted, all insurance_polige,sandproceduresforissuingtheinsurancepolr'ciesmust
comply with Chapter48.1S RCWand ZB4-15 WAC.
The Contractor shalJ provide proof of insu rance for:
Additional Cove Be uired
P rof essiond S e rvices Agreement (rev. Ogt 24 n}lr gJ
Pago 15 of 17
Feb 03 22,07:22a Thomas Rowe, PhD 509663'1152 p.4
X Worke-rs' Compensation
Workers' Compensation in amounts requ;red by law
fl Stop QFoiEmplovers Liabilitv
Coverage limits not less than:. $1,000,000 each accident. $1,000,000 disease- policylimit. $1,000,000 disease* each employee. Ti{y (30) days written notice to the Countyof cancellation
of he insurance policy.
Xtr ProfessionalLiability
The Contractor and/or its Subconfactor and/or its consultant providing
professional services shall provide evidence of Professional Liability lnsurance
coverjng professional errors and omissions. Such policy must provide the
following min irnum lirnits:. $1,000,000 per claim
' $2,000,000 annualaggregate
' lf insurance is on a clairns-made form, iF retroactive date, and that of all
subsequent renewals, shall be no later than the effective date of tris
AgreemenL
n Pollution Liabiliry
The Contractor shall provide a Pollution Liability policy, providing coverage for
claims inv_olving bodily injury, property damage (including loss of use of tangibleproperty that has not been physically injured), cleanup cosb, remediJtion,
disposal or other handling of pollutants, including costs and expenses incuned in
the invesligation, defense, orsettlement of claims arising out of:. Contractois operations related to this project; and/or. Remediation, abatement, repair, rnaintenance or other work with lead-based
pa int or material s conta in i ng asbestos ; an d/orr Transportation of hazardous materials away from any site related to this
project
Such Pollutim Liability policyshall provide the following minimum coverage:r $ per claimr $ annualaggregate
fl Propertv Damaqe
The Contractor. shall. provide a policy that covers damage to Kiftitas County
facilities, including buildings, equipment, grou nds, etc. Such policy shall providrS
the following minimum coverage:. $ per occurrence
Pro f essjonal S ervi ces Ag reernent (rev. OS I 24120 I BI
Page 16 of 17
Feb 03 22,O7:22a Thomas Rowe, PhD p.5
n Urnbrella C.overage
Umbrella policies shall Provide coverage at least as broad as specified for
underlying coverages (CGL, Auto, Employe/s Liability) and coverhose insured
in the underlying policies, including additional insured.r AmountrequiredforthisAgreement $
Contractor shall fumish the County a Certificate of lnsurance to include the policy
Endorsernents/Exclusions as evidence that policies providing insurance required byth iiAgreement are in full force and effect. Contractor hereby wiives all righd of recdurse,including. any right to which another may be subrogated, against t<iititas County toipersonal injury, induding death, and propertydamage. Contractor's insurance policies
required above shall be prim{ry insunance and shall be non-contributing with any
other insurance maintained by Kittitas County.
The Contractor shall assume full responsibility for atl loss or damage frorn any cause
whatsoever.to any tools, Contracto/s employee-owned tools, machinery, equipment, or
mobcr vehicles owned or rented by the Confractor, orthe Contractofs agents, buppliilrs
or contractors as wellas to anytemporary structures, scaffoldingand 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 lhe Certificate ofInsurance with Endorsements/Exclusions, properly completed and in the amountreguired, is attached hereto.
Failure of the Contractorto fullycomplywith the above insurance requirements du 6ng
the term of the Agreement shall be considered a material breach of contract and cauJe
for immediale termination of the Agreementat the County'sdiscretion. Altematively,the
County may procure and maintain, at the Contractor's soLe expense, insurance to the
extent deemed proper upto the amountof the required coverage(s). The Countymay
offset the cost of such insurance against paymentdue to the C-oniractor underilrisAgreemenL
5096631 1 52
Prof essjond Services Agreement (rev. OglZ4lZ0lB)
Page 17 of 17
Kittitas County
Review Form
Grants & Contract Agreement
Today's Date
February 10,2022
Agenda Date
February L5,2022
Fund/Department
30 Sheriff
Contract/G ra nt lnformation
Financial lnformation
Budget lnformation
Pass Thro h lnformation
Contract /Grant Agency: Thomas Rowe, Ph.D. (Prof. Services Agreement)
Period Begin Date: March 3,2022 Period End Date: March 3,2023
Total Grant/Contract Amount: Variable
Grant/Contract Numbe r: SH22-004
Contract/Grant Summary: This agreement is between Kittitas County and Thomas Rowe, Ph.D., for
conducting psychological evaluations, conducting interviews of applicants for employment or reserve
service, and preparing and conveying reports of psychological findings and applicant evaluations for the
Kittitas County Sheriffls Office.
TotalAmount = Variable State Funds S0 Federal Funds $0
Percentage County Funds 1,00%Matching Funds S0 CFDA# NA
ln-Kind S0
Explain
ls Equipment being purchased? NO Who owns equipment?
New Personnel being hired? NO Contact HR hiring - reporting requirements
Future impacts or liability to Kittitas County: Vendor to carry full insurance per contract
Budget Amendment Needed?Yes ! attach budget form No [| Why not - Already budgeted
New Division Created? NO
Revenue Code NA
Expense Code Object code 4101
Agency to Pass Through NA
Amount to Pass Through 5o
Sub-Contract Approved Date
Grant/Contract Review Page 1
Prosecutor Review
Has the Prosecutor reviewed this agreement?Yes No CAMAS# 53573
Coun Departrnents lm rriorl
Submitted
S ature:
Department: Sher
Date:
Assignment of Trackin lnformation
Auditor Facilities Maintenance
lnformation Services Human Resource
Prosecutor Treasurer
Auditor's Office
Human Resource
Prosecutor's Office
Who Signed the grant application
Reviewer Date
Grant/Contract Review Page 2