HomeMy WebLinkAboutPSA L&S Tire Company, . Intt4greement is made by and between Kittitas County (hereinafrer "the Coung')and L & S Tirc Conpany (hereinafter'Contracto/). The County and Contractor agree asfollows:
General Conditions; Exhibit A ($cope of Work); Exhibit B (Compensation);
Exhibit C (proof of lnsurance).
copies of which are attached hereto and incorporated herein by this reference as fully as ifset forth herein.
The term of this Agreement shall commence on Oclober ZTth 2021, and continue forl period of one year from its effective date. Kittitas County may, at its option, extend theContract.on a year-to-year_basis for up to four (4) additionilyeiis. Comiensation can beamended ona yearly basis in writing to adjustfoimarketfluctuition based on the Consumer
Fr!9e l4lex-Seaftle are? annqpt average. Any party may terminate tnbngre;eniEv gauing
thirtV- (3.0) days' notice in writing eittrer personally'delivered or mailed plstag;-prepaid bycertified mail, return lgceipt requested, to the party's last known address ior ttri plrposes otgiving notice underthis paragraph. '-' -"- r-'
Contractor acknowledges and by signing this Agreement agrees that thelndemnification provisions set forth in eariggflhs T lnoeperioent Contraltor;, g (Taxes),15 (Defense and lndemnity Agreement),-2i (Patinucbpyright lntringemjni| ana z+(Confidentiality), are.lotally and-fully part of nis Rgreement-and havL been mutuallynegotiated by the parties.
Professional Servlces Agreement (rev. 09t24t201g)
Page 1 of 17
' lN WTNESS WHEREOF, the parties have executed this Agreement this ,1{lfday
APPROVED:
L&STire BOARD OF COUNTY COMMISSIONERS
KITTITAS COUNTY
(Date
Brett ith, Chairman
Print Name of Signatory Vice-Chairman
Wright, Commissioner
Y
lill
Approved as to Form:
Depug Prosecuting Attorney
of
Contractor Address:
L&S Tire Company
9215 3$h Ave SW
Lakewood, WA g84gg
Project Contact:
DanielR Patterson
County's Address:
Kittitas County
205 West $h Avenue, Suite 108
Ellensburg, WA 98926
Project Gontact:
PattiStacev
Professionil Services Agreement (re v. O9t241201g)
Page? of 17
GENERAL CONDITIONS
1. Scope of Contractor,s Services:
Conhactor agrees to provide to itre County services and any materials set forth in the project
narrative identified in.Exhibit 'A" during the Agreement period. No material, labor, or facilitieswill be furnished bythe county, unbJs othei,vise provioeo for in thengre;ment.
-
2. Performance of Work:
C-ontractorshallperform work in accordancewith, and shallcomplywith, allof the provisions
of this Agreement. All work shall compry with applicable codes and ordinances.
3. Schedule of Performance:
Unless directed othenruise by the County, Contractor shall perform the work in accordancewith any schedules made a part of this Agreement:
4. Definitions:4.1 'Additional lnsureds" means the County, its successors and assigns, andthe respective directors, officers, employees, agents and reprejentatives ofthe County and its successors and assighs.4.2 "Support" means the following: ContrJctor's directors, officers, employees,
agents and,representatives; and sub-Contractors of any tier; the reip6ctive' directors, ofiicers, employees, agents and representatives of these sub-Contractors of any tier; and any other person or entity acting under thedirection or control of, or on behalf of, Cbntractor or any Contricto/s sub-
Contractors of any tier in connection with or incident to the performance of the
Work orthis 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
Payment to the Contractor for services under this Agreement shall be as set forthin Exhibit "B". Where Exhibit,'8,'requires payments by the County, payment shall be basedupon billings, supported unless othenruise provided in Exhibit "B", bV documentation of unitsof work actually performed and amounts earned,including where approprlate, the actualnumberof daysworked each month, total number of hours for the month, and the total dollarpayment requested. Unless specifically stated in Exhibit "8" or approved in writing inadvance by the Kiftitas Gounty Board of Commissioners,the County will not reimburse theContractor for any costs or expenses incurred by the Contractor in performance of thisAgreement.
Wh"j" required, the County shall, upon rqgeipt of appropriate documentation, compensatethe Contractor! no more often than monthly, throuln the Coung voucher system, for thecontractor's service pursuant to the fee schedute s6t rortn in Exhibit "8".
Profes-siongl Services Agreement (rev. Ogn4t2}1g)
Page 3 of 17
O Assignment and Subcontractinq:
No portion of this Agreement may ne assigned orsubcontracted to any other individual, firmor entity without the express and prior written approval of the county.
7. lndependentContractor:
The Contracto/s services shall be furnished by the Contractor as an independent Contractorand nothing herein contained shall be construed to create a relationship of employer-employee or master-serv9nt, but all payments made hereunder and allservices performedshall be made and performed pursuant to this Agreement by the Contraclor as anindependent Contractor.
The Contractor acknowledges that the entire compensation for this Agreement is specifiedin Exhibit "8" and the Contractor is not entitled ti any County beneits including,'but notlimited to: vacation pay, holiday pay, sick leave pay, medicai, dental, or other in.ur"n.e
benefits, or any other rights or privileges afforded io Xittitas County employees.
Gontractor will defend, indemniff and hold harmless the County, its Additional lnsureds,offiqers, agentrs or employees from any loss or expense, inciuding but not'lim1ed tosettlements, judgments, setoffs, attomeys'fees or costs incurred by-reason of claims ordemands because of breach of the proviiions of this paragraph.
8. No Guarantee of Emplovment:
The performance of.all or. part of this Agreement by the Contractor shall not operate to vestany employment rights whatsoever and shall not bi deemed to guarantee any employment
of the Contractor or any employee of the Contractor or any sub-dontractor or lnv drduyeeof 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 orState income taxes. \Mere required by State or Federal law, the Contractor authorizes theGounty to make withholdin.g fol
"ny
tbxes other than income taxes (i.e. Medicare). Allcompensation received by the Contractor will be reported to the lnternal Revenue Serviceat the end of the calendar year in accordance with the applicable IRS regulations. ft is ttreresponsibili$ of the Contractor to make the necessary e-silmated tax pafments throughout
!!e year, T any, and the Contractor is solely liabb f6r any tax obligition arisin! from theContractor's performance. of this Agreemeni. The Contraltor nereby agrees toindemniffthe County against any demand to pay taxes arising from the Coniractor's failure to paytaxes on compensation earned pursuantto thisAgreJment.
The County will pay sales and use taxes imposed on goods or services acquired hereunderas required by !aw. The Contractor must pay all otlier taxes including, but not limited to:Business and occupation Tax, taxes based on the Contractor's grosl or net income, orgergong!-nrgperly to which the County does not hold title. Thebounty is exempt tromFederal Excise Tax.
Profession:l Serutces Agreement (rev. 09124t2019)
Page4ol17
10. Requlations and Requirement:
This Agreement shall_be sublect to all laws, rules and regulations of the United States ofAmerica, and State of Washington, and political subdivisiins of the State of Washington,and to any other provisions set forth herein or in the attached exhioits.-
11. Riqht to Review:
This conkacl is subjectto review by any Federalor State auditor. The County or its designeeshall have the right to review and monitor the financial and service components of thisprogram by whatever means are deemed expedient by the County. Such review may occurwith or without notice, and may include, nut is not limiteO to, on-site inspection Oy bountyagents or employees, inspection of all records or other materials which in" Cornty deemspertinent to the Agreement and its performance, and any and all communicationi with orevaluation by service recipients under this Agreement. the Contractor snail fieserve anomaintain all financial records and records rdlating to the performance of work under thisAgreement fol -p years after contract termination,-and snatt mat<e them available for suchreview' within Kittitas county, state of washington, upon request.
12. Mgdifications:
12'1 Either pa_rty may request changes in the Agreement. Any and all agreed
modifications shall be in writing, signed by eaih of the parties.
12.2 The County may, al any time, by written notice thereof to Contractor ('Change
Notice") ma{es. changes in the Work within the general urop" of thisAgreement, including, but not limited to: (a) chailges in, revisions to,substitutions for, additions to or deletions of-any Work; 1b1 cnanges in
schedule; and (c) acceleration, deceleration or susp-ension otberrormrnce ofany Work.
12.3 lf any change in the Work causes an increase or decrease on Contractor,scost of' ol lhe time required for, performance of the Work, an equ1ab6
adjustment in the compensation to Contractor and in the schedule for theperformance of the Work shall be made to reflect such an increase ordecrease.
12'4 Notwithstanding any dispute or delay in ariving at a mutually acceptableequitableadjustment, Contractor shall proceed intaccordance wiih all Cirange
Notices. Contractor must, within thirty (30) days after receipt of any dn.n!"
Notice that does not set forth any acceptabie adjustment, submit to tne Couritya wriften statement setting forth any adjustmeni craimed.
'12.5 lf any change results in a decrease in the Work performed, Contractor shallbe entitled to compensation associated with changing the Work, such as
Profes_sior:l Services Agreement (rev. 09124/201 8)
Page 5 of 17
revising. design already comphted, revising calculations already perfonned,
and revising documents.
13. Termination for Default:
lf the Contractor defaults by fuiling to perform any of the obligations of the Agreement orbecomes insolvent or is declared bankrupt or
"omhitr any acfof bankruptcy oi insolvencyor makes an assignment for the benefit of creditors, the Cbunty may, by defiositing wrtttennotice to the Contractor in the U.S. mail, postage prepaid, terminate t'he AgrLement, and atthe County's option, obtain performance of tne work elsewhere. lf ttie Agreement isterminated for default, the Corrtractor shall not be entitled to receive any furthir payments
under the Agreement until all work called for has been fully performed. Any e*ttr cost pr
damage to the County_resulting fom such defuult(s) shall b6 deducted from any money oueor coming due to the Conhactor. The Contnactor shall bear any extra expenses incurred by
lhe..coyntV in completing the work, and all damage sustained, or which r"V U" sustained
by the County by reason of such default.
lf a notice of termination for default has been issued and it is tater determined for any reasonthat the Contractor was not in default, the rights and obtigations of the parties shall be tresame as if the notice of termination had been issued pursuant to the Teimination for public
Convenience paragraph hereof.
14. Tprmination for public Convenience:
The County. [ay tgrqlnate tne Agreement in whole or in part whenever the Countydetermines, in its sole discretion thaisuch termination is in the best interests of the County.
f/h91ever the Agreement is terminated in accordance with this par"gt"ph, tfre Contrastorshall be_entitled to payment for actual work performed at unit contraciprices for completeditems of work' ln the event of such terminaiion, an equitable adjustm6nt shall be made inthe compensation payable to Contractor.
An equitable adjustment in the contract price for partially completed items of work will bemade, but such aclju$tment shall not incluile provision for loss ofanticipated pront on deletedor uncompleted work. Termination of this Agreement by the County'ut
"nV
tim" during theterm' whether for default or convenience, shail not constitute a breach oi contract by theCounty.
15. Defense & lndemnitvAoreement:
Jh.q..pontrac'tor agrees to and Chall defend, indemnifu and hold harmless the County, itsAdditional lnsureds, appointed and elective officers, agents and employees, from andagainst all loss or expense-, including but not limited to jridgments, setflements, attorney,sfees and costs by reason of any anU ill claims and demandiupon the County, itsAdditionallnsureds, its elected or appointed officials, agents, or employees for oamajes because ofpersonal or bodily injury, including death at any time resulting therefrom, *r]st"in"d by anyperson or persons and on account of damage to property including loss of use tfrereoiwhether such injury to persons or damage io property i6 oue to i'he negligence of the
Page 6 of 17
Gontractor, its sub-Contractors, its elected officers, employees or their agents, except onlysuch injury or damage as shall have been occasioned oy the sole neglige-n.u oiin" iountlaits Additional lnsureds, appointed or elected officials, igents, or eirployees. lt is furtherprovided that no liability shall attach to the County by reison of enteringinto this contract,
except as expressly provided herein.
16. lndustrial lnsurance Waiver:
lvlt!.psngct to the performance of this Agreement and as to claims against the County, itsAdditional lnsureds, o_{ce-rs, agents and employees, the Contractorlxpressly waives its
lmmunity under Title 51 of the Revised Code ot-Washington, the lndustiial lnsurance Act,for injuries to its employees and agrees that the obligatiJns to indemnifiT, defend and holdharmless provided in this agreement extend to anylhim brought ny oi on behalf of anyemployee of the contractor. This waiver is mutuilly negotiatlu oi, the parties to thisAgreement
17. Venue and Choice qf Law:
ln theevent that any litigation should arise concerning the construction or interpretation ofany of the terms of this Agreement, the venue of suih action of litigation snait be in theSuperior Court of the fJale of \rlashington in and for the County ot rittius. This Agreementshall be governed bythe law of the State of Washington.
18. tMhholdino Pavment:
ln the event the Contractor has failed to perform any obligation to be performed by theContractor under this Agreement within theiime set forlh in tfiis Agreem"ni, then the C6untymay' upon written notice, withhold all monies drie and payable to Contractor, withouipenalty, until such failure to perform is cured or othennrise abldoicated.
19. Future Non-Allocation of Funds:
lf sufficient funds are not appropriated or allocated for payment under this Agreement forany future fiscalperiod, the County will not be obligateci to mate payments fJr services oramounts incurred afier the end of the current fiscal period. No ienalty or expense shallaccrue to the County in the event this provision applies.
20' Qontractor comm itm"nts. wa ranties a nd R.nresentatioE,
The contractor represents and waii@:20.1 The Co.ntractor is, duly incorporated, vaiiAry existing and in good standing
under the laws of the State of Washington, and hal all reqrlisite corporaie
power and authority to enter into and to perform its obligaiions under this
Agreement.
20-2 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.
Profussional Services Agreement (rev. OglZ4tZOlg)
Page 7 of 17
20.3 This Agreement has been validly executed by an authorized
representative of the Contractor and constitutes a valid and legally
binding and enforceable obligation of Contractor.2O.4 The Contractor has or will obtain prior to the commencement date such
licenses, permits and other authorizations from federal, state and othergovemmental authorities, as are necessary for the performance of its
obligations under this Agreement.20.5 The Contractor is not in violation of any applicable law, ordinan6g or
regulation the consequence of which willor may materially affect
ContractoCs ability to perform its obligations unier this Agreement. The
Contractor is not subject to any ordeior judgment of anyiourt, tribunal or' governmental agency which materially and adversely affects its
operations or assets in the State of Washington, or iis ability to perform
its obligations under this Agreement.20.6 None of the representationi or warranties in this Agreement, and none of
the documents, statements, certificates or schedules furnished orto be
furnished by Contractor pursuant hereto or in connection with the
performance oJ the obligations contemplated under this Agreement,
contains or will contain any untrue statement of a materiat ta6 or omits or
will omit to state a material fact necessary to make the statements of fact
contained therein not misleading.
21. PatenUCopyright lnfrinoementr
Contractor will defend and indemnifrT the County from any claimed action, cause or demandbrought againstthe County; to the extent such iction is tiased on the claim that informationsupplied by the Contractor infringes any patent or copyright. The Contractor win fay thosecosts.and damages attributabl-e to any such claims init are finally awarded aiaiirst the
County^in any action. Such defense and payments are conditioned upon the follo:wing:
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 lts option and expense, to obtain
for the County the right to"continue usinj tne intormation, in the event such
claim of infringement is made, provided no reduction in performance or loss
results to the County.
22. Disputes:
22.1 General
Differences between the Contractor and the County, arising under and by
virtue of the Agreement Documents shall be brought to the-attention of the
County at the earliest possible time in order that suih matters may be seftled
or other_appropriate action promptly taken. Except for such objections as are
made of record in the manner hereinafter specified and withinthe time limits
stated, the records, orders, instructions, and decisions of the Kittitas County
Commissioners shall be final and conclusive.
P rofes_sio-n ll Services Agreement (rev. 0g nq20 1 g,
Page I of 17
22.2 Notice of potentialClaims
The Contractor shall not be entitled to additional compensation which
otherwise qay be payable, or to extension of time for (1) any act or failure toact by the County, or (2) the happening of any event oi ociunence, unless
the Contractor has given the County a written Notice of Potential Claim within
ten (10) days of the commencement of the act, failure, or event giving rise tothe claim, and before final payment by the County. The writt6n 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 insofaras possible, the amount of the potentialclaim. Contractor
shall keep full and complete daily records of the work performed, labor and
material used, and all costs and additionaltime claimed to be addiiional.
22.3. Detaited Ctaim
The Contractor shall not be entitled to claim any such additional
compensation, or extension of time, unless within tharti (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 eouniy 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 tb bedue. -
23. Ownership of ltems produced:
All writings, programs, data, public records or other materials prepared by the Contractorand/or its consultants or sub-Contractors, in connection with pe*ormanc* oitnir ngr.ementshallbe the sole and absolute property of the County.
24. Confidentialitv:
The_Conkactor, its employees, sub-Gontractors, and their employees shall maintain theoonfidentlallty of all information provided by the County or ac{uir6O by the Contractor inperformance of this Agreement, except upon the prior written consent of tne Kittitas CountyProsecuting Attgrney or an order entered by a court after having acquired lurisOiction overthe County. Contractor shall immediateiy give to the Couity notice of any judicial
proceedings seeking disclosure of such information. Conhactor ifral inilemnifo and holdharmless the.County, its Additional lnsureds, officials, agents or employees from allloss orexpense! including, but not limited to settlements, judgments, setoifs, attorneys'fees andcosts resulting from Contractor's breach of this provision.
To the extent that any information obtained Oy ine eontractor is required to be shared w1hor provided to others by the terms of the Statement of the Woik, this provision is notbreached by such acts.
25. lrtotice:
Profes^slo-nalServicesAgreement(rev.0gf24n}1g)
Page I of 17
Except as set forth elsewhere in the Agreement, for all purposes under this Agreement,elcgpt service of process, notice shall be given by the Contiactor to the department headof the department for whom services are rbndered, and to the Kittitas County
Commissioners, 205 W 5th Ave, Suite 108, Ellensburg, WA'9S926. Notice to the Contractorfor all purposes under this Agreement shall ne g-ven to the address reflected on thesignature page' Notice may be given by delivery or 5y depositing in the U.S. Mail, first class,postage prepaid.
26. Severabiliil:
lf any term or condition of lnls Agreement or the application thereof to any person(s) orcircumstances is held invalid, such invalidity shall
'not
affect other terms,'conditions or
applications which can be given effect withoui the invalid term, condition or application. Tothis end, the terms and conditisns of this Agreement are dectared severable.
27. Miscellaneous:
27.1 The County's failure or delay to insist upon strict performance of any of the
provisions of this Agreement or to exercise any rights or remedies under this
Agreement shall not be construed as a waiver or relinquishment to any extent
of its right to assert or rely upon any such provisions, rlghts or remediei in that
or any other instance; rather the same shall be and remain in full force and
effect.
27-2 This Agreement embodies the entire Agreement between the County and
Contractor, and supersedes any anO all prior agreements, regarding theWork' No change, amendment or modification of any provisiins oi this
Agreement shall be valid unless set forth in a written instrument signed by the
party to be bound thereby.
27-3 The rights and remedies of 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 ihis Agreement,
by any of Contracto/s Support or by law.27.4 The headings of sections and paragraphs of this Agreement are for
convenience of reference only and are not intended to restrict, affect or be
of any weight in the interpretation or construction of the provisions of such
sections or paragraphs.
28. Waiver:
Waiver of any breach or condition of this Agreement shall not be deemed a waiver of anyprior or subsequent breach. No terms or conditions of this Agreement shall be held to bewaived, modified ordeleted except by an instrument, in writing]signed bythe parties hereto.29. Survival:
If"pro.u]:iolsof paragraphs 7,9,11,19,14,15, 16, 17,1g,1g,20, 21,22,2g,24,2g,30,
31, and 32 shall survive, notwithstanding the termination or invalidity of tnis Agreement forany reason.
Professional Services Agreement (rev. Ogt24l211g,)
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, the contractor will not
discriminate against any employee or applicant for employment on thegrounds of race, creed, color, nationai origin, sex,'seiualorientation,
maritalstatus, age or the presence of anli sensory, mental orphysical handicap; provided that the prohibition agiinst discriminationin employment because of handicap shall not apfty if the particular
disability glevgnts the proper performance of the'farticular*b*"t
involved. The Contractor shallensure that applicants are employeO,and that employees are treated during employment without
discrimination because of their race, creed,'color, nationalorigin, sex,sexual orientation, marital status, age or the presence of any ,"isory,
mental or physical handicap. Such action shall include, but not belimited to: employment, upgrading, demotion or transfers, recruitment orrecruitment advertising, layoff or termination, rates of pay or otherforms oj cgmpensation, and programs foi training inbdoing -
apprenticeships. The Contractor shall take such iction witli respect tothis Agreement. 1s may be required to ensure fullcompliance-'w1hlocal, state and federal laws piohibiting discrimination in Jmployment.
30.3 Nsndiscrimination inServiceq
The Contractor will not discriminate against any recipient of any servicesor benefits provided for in this Agreement on the grounds of r#e,
creed, color, national origin, sex, sexual orientationlmarital status, age orthe presence of any sensory, mentar or physicar handicap. --'-' --i
30.4 llany assignment and/or subcontracting has been authorized by thecounty, said assignment or subcontr*t shall includu
"ppiopriii"safeguards against discrimination. The Contractor shall'iak6 suchaction as may be required to ensure full compliance with theprovisions in the immediately preceding paragriphs herein.
31. Prevailinq Wage:
Contractor.shall pay the prevailing rate of wages to allworkers, laborers, or mechanicsemployed jn the performance of any part of th'e Work in accordance with RCW 39.12and the rules and regulations of the Department of Labor and lndustries. The scheduleof prevailing wages rates for the locality or localities of the Work is determined by the
Profes.sjon_al_ServlcesAgreement(rev.09t24t201g)
Page 11 of17
lndustrial Statistician of the Department of Labor and lndustries. lt is the Contractor,sresponsibility to verifiTthe applicable prevailing wage rate. lt is understood that theContractor is responsible for.obtaining and compbling all required government formsand submitting same to the proper authorities. 'r-.'. - -. s- - -rrr"!'r'r rr
ojyutgs regarding prevailing wage rates shall be referred for arbitration to the Directorof the Department of Labor ind lnoustries. The arbitration decision shall be final andconclusive and binding on all parties involved in the dispute as provided for by RCW39.12.060.
32. Debarment Certification:
The Contractor certifies that it:
32.1 ft ryt presently debaned, suspended, proposed for debarment, declaredineligible 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 contractwith Kittitas Cgunty, been convicted of or had a civiljudgment rendered
against them for commission of fraud or a criminal oiferie in connection. with obtaining, attempting to obtain, or performing a public or private
agreement or transaction, violation of Federal or State antitrust statutes orcommission of embezzlement, theft, forgery, bribery, falsification ordestruction of records, making talse statements, tai evasion, receiving
stolen properly, making false claims, or obstruciion of justice.32.3 ls not presently indicted for or otherwise criminally or diuitty charged by agovernmental entity (Federal, State, or local) witfi commission of any ot
the offenses enumerated in paragraph 32.2 of this section.32.4 Has not within a three-year feriod pieceding the preceding the execution
of this contract with Kittitas County.had one-or m6re publiJtransactions
(Federal, state, or rocar) terminated for cause of defaurt.
frofeslion_a ] _Services Ag reement ( rev. Og I 24 tZO 1 B)
Page 12 of 17
EXHIBIT "A"
SCOPE OF WORK
Contractor shall perform the following:
contractor shall receive and recycle or properly dispose scrap Tires placed in
Contractor's trailers by Gounty.
Contractor shall provide and place an open top trailer, minimum of S0 cubic yard
capacity at the County's designated scrap tire collection site tocated at the Eilensburg
Transfer Station 1001 lndustrialWay Ellensburg, WA 98926. The Contractor also willprovide this service at.the Upper County Transfer Station upon the County providing
proof that each site will produce g tons of tires every 6 weei<s.
The County will give 7 calendar days' notification of need of tire removal. lf the loadedtraileris not picked up.and an empty trailer matching the above-described standard put
in designated area within 7 calendar days of notification, the County can contact
another company to provide a trailer and back charge ail incurred cost to Gontractor.
County shall provide Contractor weighing services for shipments leaving County
locations. Contractor shallweigh in empiy on site and weigh out after reieiving'prepared shipment.
Contractor shall transport and recycle or properly dispose of atl Scrap Tires received
from the Cou$y in accordance with allfederal, state bnO local laws and regulations.
Tires will be shredded and used as fuel or recycled in some other manner6r properly
disposed which is consistent with the County's policies.
Under no circurnstances shallany Tires hauled from the Kittitas County Solid WasteFaoility be disposed of unlawfully by the Contractor.
lrofesgJonal Services Agreement (rev. O9t24t2}1g)
Page 13 of 17
EXHIBIT'B*
COMPENSATION
As full compensation for satisfactory performance of the work, the Gounty shall collect tipfees from customers disposing tires at the transfer stations and pay Contractor
compensation for disposal of scrap Tires as follows not to exceed:
$203'00 qe.r ton. Scrap Tires shall consist of passenger vehicle tires, truck, farm and
implement tires on and off rim.
Contractor shallsubmit to the County an invoice which details services provided to Kittitas
County Solid Waste, including tonnage received and recycled/disposed of by Contractor.
lnvoices shall be sent to the County:
Attention:
Kittitas County Solid Waste
925 lndustrial Way
Ellensburg, WA 98926
(509)962:7542
solidwaste@co. kittitas.wa. us
County shall pay for Contractor services within thirly (30) days from receipt of Contractor,s
invoice.
Professional Services Agreement (rev. ASn4nOfi)
Page 14ot 17
EXHIBIT "C'
PROOF OF INSURANGE
The Contractor shall secure and maintain in effect at alltimes during performance of theWork such insurance as will protect Contractor, its Support and the Additional lnsuredsfrom all claims, losses, harm, costs, liabilities, Oamalis and expenses arising out ofpersonal injury (including death) or property damage thit may resuit from performance ofthe work or this Agreement, whether such perfoimance is by Contractor or any of itsSupport.
All insurance shall be issued by companies admitted to do business in the State of
W.lghinOlo_n andhave a rating of A-,'Class Vll or better in the most recenfly published
edition of Best's Reports unless otherwise approved by the County. lf an insurer is not
admitted, all insurance policies and procedures for issuing the insurance policies mustcomply with Chapter 48.15 RCW and284-15 WAC.
The Contractor shall provide proof of insurance for:
K
Coverage limits not less than:o $5,000,000 per occurrenceo $1,000,000 per occurrence liquor liability. $1,000,000 products & completed operations aggregate. $1,000,000 personaland advertising injury, eachoflenseo Certificate Holder - Kiftitas County. The certificate must name the county as additional insured
' Sixty (60) days wriften notice to the County of cancellation of the insurance
policy
X 0f ANy use of vehicle in performance)
Autornobile Liability for owned, non-owned, hired, and leased vehicles (Mcs g0
endorsement and a CA 9946 endorsement must be aftached if 'pottutants' ari to b"transported). Coverage limits not less than:. $1,000,000 combined single limit. Tf,itty (30) days written notice to the County of cancellation' of the insurance policy.
fl Workers' Compensation
Additional Be
Professjonal Services Agreement (rev. O9tZ4l2O1g)
Page 15 of 17
Workers'Compensation in amounts required by law
n 9!ep Gap/Employers Liabitity
Coverage limits not less than:. $1,000,000 each accident. $1,000,000 disease- policy limitn $1,000,000 disease - each employee' Thirty (30) days wriften notice to the county of cancellation
of the insurance policy.
I Professional Liabitity
The Contractor and/or its Subcontractor and/or its consultant providingprofessional services shall provide evidence of Professional Liability lnsurance
covering professional enors and omissions. Such policy must provide t-he following
minimum limits:. $1,000,000 per claim. $2,000,000annualaggregate
' lf insurance is on a claims-made form, its retroactive date, and that of allsubsequent renewals, shall be no later than the effective date of thisAgreement.
flRoltution Liability
The Contractor-shalt provide a Pollution Liability policy, providing coverage forclaims involving bodily injury, property damage $nlluoiirg toss of ise of taigibleproperty that has not been physically injured), cleanup costs, remediation, disposalor other handling of pollutants, including costs and expenses incurred in theinvestigation, defense, or setflement of claims arising out bf:o Contractor's operations related to this project; and/oro Remediation, abatement, repair, maintenance or other work with lead-basedpaint 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:. $2,000,000 per claim. $5,000,000annualaggregate
I Property Damaqe
The Contractor shall..p.rovide a policy that covers damage to Kittitas Countyfacilities, including buildings, equipment, grounds, etc. sucl policy inal provioi,
the following minimum coverage:r $ peroccunence
fl Umbrella Coveraqe
frofes.slonal Servlces Agreement (rev. Ogn4l2011)
Page 16 of 17
Umbrella policies shall provide coverage at least as broad as specified forunderlying coverages (CGL, Auto, Employeds Liability) and coverthos'e insured inthe underlying policies, including additionll insured.o Amount required for this Agreement: $
Contractor shall furnish the Cgtnty a Certificate of lnsurance to include the policy
Endorsements/Exclusions as evidence that policies providing insurance requiieO by thiiAgreement are in full force and effect. Coniractor h'ereby wiives all rights'oii"rorr*",
including .any right to which another may be subrogated, against rclttitas County forpersonal illurV, including death, and property damage. Contrictor,s insurance poiicies
required above shall.be P{mary insurance-and shall be non-contributing viittr anyother insurance maintained by Kittitas County.
The Contractor shall assume full responsibility for all loss or damage from any causewhatsoever.to any tools, Contractor's employee-owned tools, machiiery, equifment, ormotor vehicles ownq! or rented by the Contiactor, or the Contractor's agenis,'suppliers
or contractors as well as to any temporary structures, scaffolding and pritective fences.
The Contractor shall.have.sole responsibility for ensuring the insurance coverage andlimits required are obtained by subcontractois.
NOTE: No contract shall form until and unless a copy of the Gertificate oflnsurance with Endorsements/Exclusions, properly completed and in the amountrequired, is attached hereto.
Failure of the Contractor to fully comply with the above insurance requirements duringthe.term of the Agreement shall be considered a material breach of contract and causefor immediate termination of the Agreement at the County's discretion. Altematively, theCountymay procure and maintain, at the Contractofs soie expense, insurance to the
extent.deeme.d gropgr up to the amount of the required coverige(s). fne County mayoffset the cost of such insurance against paymeni due to the C6nirictor unoer ttisAgreement.
frobs.sjon_al SeMces Agreement (rev. Ogt?lrthll8;)
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