HomeMy WebLinkAboutPSA Chamber of Commerce Ammend 1Amendment No.1 to the Professional Service Agreement
between Kittitas County Ghamber of Commerce and Kittitas County
January 1,2022- December 31,2022
The Professional Services Agreement (The Agreement) between Kittitas County
chamber of commerce and Kittitas County, dated January 41h,2022, is hereby
amended to update Exhibit "B" (also provided as Exhibit "C" in Attachment #1) the most
current budget as amended by the LTAC Committee on April Tth,2022.
o Update Budget Categories
All other terms and conditions of The Agreement shall remain in full force and effect.
IN WITN WHEREOF, the parties have executed this Agreement this ilfl, a"V ot
2022
APPROVED
KITTITAS COU NTY CHAMBER
OF COMMERCE
KITTITAS COUNry, WASHINGTON
CE-o
Signature of Signatory Laura Osiadacz, Chairman
(Date
ddr v\
Print Name of Signatory
Professiona I Services Agreement Ame nd ment No. 1-
Page 1
Cory Wright,Vice-Chairman
Brett ith, Commissioner
Gontractor Address:
Kittitas County Chamber of Commerce
609 North Main Street
Ellensburg, WA 98926
Attest
Julie Kjorsvik
Mandy Buchholz
Clerk of the Board
County's Address:
Kittitas County
205 West Sth Avenue, Suite 108
Ellensburg, WA 98926
L.
Project Gontact:
Amy McGuffin
Chamber of Commerce
Matt Anderson
Chamber of Commerce
Professio na I Services Agreement Ame nd ment No. 1
Page 2
Project Contact:
Laura Osiadacz, County Commissioner
Brian Carlson, Budget and Finance Director
Taylor Crouch, LTAC Clerk
Exhibit "B" Compensation Budget Attachement
Salaries/Subscriptions/VlC/Admin S 58,900.00
Website (Online)S 16,Loo.oo
Online Marketing 5 t+o,qoo.oo
Grants 12,000.00
Print L0,100.00
Business Related Promotions 12,000.00
M u n icipa I ity Shortfa I I
On I i ne Ma rketing/Promotion
Event Su pplies/Operations
Staff Support Salaries
Plan to Play Pact
l_0,000.00
20,000.00
4,000.00
36,000.00
TOTAT Budget
Also provided as Exhibit "C" in Attachment #1-
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PROFES8IONAL SERVICES AGREEMENT
This Agreement is made by and befween Kittitas County (hereinafter "the County")
and the Kittitas County Chamber of Commerce {hereinafier "Coniracto/'). The County ano
Contractor agree as follows:
General Conditions; Exhibit A (Scope of Work); Exhibit B (Compensation);
Exhibit C (proof of lnsurance).
copies of which are attached hereto and incorporated herein by this reference as fully as if
set forth herein.
The term of this Agreement shall commence on the 1st day of January 2eZ2 and
continue until the 313tday of December 2A22.. Any party may terminate this Agreementby giving thirly (30) days' notice in writing either personaily delivered or mailed*postage-prepaid by certifled mail, return receipt requested, to the party's last known address for thepurposes of giving notice under this paragraph.
Contractor acknowledges and by signing this Agreement agrees that the
lndemnification provisions set forth in Paragraphs 7 ltnoepenCent Conkaltor), g (Taxes),15 (Defense and lndemnity Agreement),- 21 (PatenUCopyright lnfringement) and 24(Confidentiality), are totally and fully part of this Agreement-and have been mutually
negotiated by the parties.
Professional Services Agreement (rev. }gl24e1fi)
Page 1 of30
, lN wrNEss WHEREOF, the parties have executed this Agreement this
ot "lir"t]r2022.
APPROVED:
r t'11 t*r
day
KITTITAS COUNry
CHAMBER OF COMMERCE
S re of Signatory
{Date uL
Title
'wlr-ltlnurr I dt* d t'r.,^-
Print Name of Signatory
BOARD OF COUNTY
CO[\,IMISSIONERS
KITT couNw , WASHINGTON
frce'efralnffi'
'Xll?'\."*w t 1'>\-{i
of the 6bard
Approved as to Form:
By
Deputy Prosecuting Attorney
ch
Prcfessional $ervices Agreement (rev. lgl? €l}lfj|
Page 2 of 30
Contractor Address:
Kittitas County Chamber of Commerce
609 N. Main Street
Ellensburg, WA 9g926
Countlr's Address:
Kittitas County
205 West Sth Avenue, Suite 109
Ellensburg, WA 98926
Project Contact:
Amy McGuffin
Chamber CEO
arnv@kittita scou ntychamFer. com
Matt Anderson
Chamber Director of Tourism and Events
matt@kittitasco untvcham be r. com
Proiect Contact:
Budget and Finance Manager
AuditorsAccounting @co. kittitas. wa. us
lrofessiolal Services Agreement (rev. 09l24fZAftl
Page 3 of 30
GENERAL CONDITIONS
1. Scope of Contractor's Services:
Contractor agrees to provide to the County services and any materials set forth in the
proJect narrative identified in Exhibit'4" during the Agreement period. No material, labor,or facilities will be furnished by the Qounty, 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 othenrise by the County, Contractor shall perform the work in accordance
with any schedules made a part of this Agreement.
4. Definitions:4.1 "Additional lnsureds" means the County, its successors and assigns, and
the respective directors, officers, employees, agents and representalives of
the County and its successors'and assigns.4.2 "Support" means the following: Contractols directors, officers, employees,
agents and representatives; and sub-Contractors of any tier; the respective
directors, officers, employees, agents and representatives of these sub-
Contractors of any tier; and any other person or entity acting under the
direction or control of, or on behalf of, Contractor or any Contracto/s sub-
Contractors of any tier in connection with or incident to the performance of
the Work or this Agreement.4.3 The "Work" means all of the duties listed in Exhibit A and the performance of
all other obligations, under this Agreement by Contractor or its Support.
5. Accountinq and Pavment for Contractor Services:
Payment to the Contractor for services rendered under this Agreement shall be as set
forth in Exhibit "8". Where Exhibit "B" requires payments by thebounty, payment shall be
based upon billings, supported unless otherwise provided in Exhibit "8", by documentation
of units of work actually performed and amounts earned, including where appropriate, the
actual number of days worked each month, total number of hours for the month, and the
total dollar payment requested. Unless specifically stated in Exhibit "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 County shall, upon receipt of appropriate documentation, compensate
the Contractor, no more often than monthly, through the County voucher system, for the
contractols service pursuant to the fee schedule set forth in Exhibit "B".
Professional Services Agree ment (r ev . 09 e4 l2A 1 B)
Page 4 of 30
6. Assiqnment and Subcontractinq:
No portion of this Agreement may be assigned or subcontracted to any other individual,
firm or entity without the express and prior written approval of the County.
7. lndependent Contractor.
The Contractor's seryices shall be furnished by the Contractor as an independent
Contractor and nothing herein contained shall be construed to create a relationship of
employer-employee or master-servant, but all payments made hereunder and all services
performed shall be made and performed pursuant to this Agreement by the Contractor as
an independent Contractor.
The Contractor acknowledges that the entire compensation for this Agreement is specified
in Exhibit "8" and the Contractor is not entitled to any County benefits including, but not
limited to: vacation pay, holiday pay, sick leave pay, medical, dental, or other insurance
benefits, or any other rights or privileges afforded to Kittitas County employees.
Contractor will defend, indemnify and hold harmless the County, its Additional lnsureds,
officers, agents or employees from any loss or expense, including but not limited to
settlements, judgments, setoffs, attorneys' fees or costs incurred by reason of claims or
demands because of breach of the provisions of this paragraph.
8. No Guarantee of Emplovment;
The performance of all or part of this Agreement by the Contractor shall not operate to
vesi any employment rights whatsoever and shall not be deemed to guarantee any
employment of the Contractor or any employee of the Contractor or any sub-Contractor or
any employee of any sub-Contractor by the County at the present time or in the future.
9. Taxes:
The Contractor understands and acknowledges that the County will not withhold Federal
or State income taxes. Where required by State or Federal law, the Contractor authorizes
the County to make withholding for any taxes other than income taxes {i.e. Medicare). Atl
compensation received by the Contractor will be reported to the lnternal Revenue Service
at the end of the calendar year in accordance with the applicable IRS regulations. lt is the
responsibility of ihe 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
Contractofs performance of this Agreement. The Contractor hereby agrees to indemni!
the County against any demand to pay taxes arising from the Contracto/s failure to pay
taxes on compensalion earned pursuant to this Agreement,
The County will pay sales and use taxes imposed on goods or services acquired
hereunder as required by law. The Contractor must pay all other taxes including, but not
limited to: Business and Occupation Tax, taxes based on the Contractor's gross or net
P rofession al Services Agreement (rev . 0g 124 120 1 8)
Page 5 of 30
income, or personal property to which the county does not hold tifle.
exempt from FederalExcise Tax.
The Coun$ is
10. Requlations qnd Requirement.
This Agreement shall be subject to all laws, rules and regulations of the United States of
America, and State of Washington, and political subdivisions of the Strate of Washington,
and to any other provisions set forth herein or in the attached exhibits.
11. Riqht to Review:
This contract is subject to review by any Federal or State auditor. The County or its
designee shall have the right to review and monitor the financial and service components
of this program by whatever means are deemed expedient by the County. Such review
may occur with or without notice, and may include, but is not limited to, on-site inspection
by County agents or employees, inspection of all records or other materials which the
Coun$ deems pertinent to the Agreement and its performance, and any and all
communications with or evaluation by service recipients under this Agreement, The
Contractor shall preserve and maintain all financial records and records relating to the
performance of work under this Agreement for 6 years after contract termination, and shall
make them available for such review, within Kittitas County, State of Washington, upon
request,
12. Modifications:
12.1 Either party may request changes in the Agreement. Any and all agreed
modifications shall be in writing, signed by each of the parties.
12.2 The County may, at any time, by written notice thereof to Contractor
{"Change Notice") makes changes in the Work within the general scope of
this Agreement, including, but not limited to: (a) changes in, revisions to,
substitutions for, additions to or deletions of any Work; (b) changes in
schedule; and (c) acceleration, deceleration or suipension ol performance
of any Work.
12.3 lf any change in the Work cause$ an increase or decrease on Contractor's
cost of, or the time required for, performance of the work, an equitable
adjustment in the compensation to Contractor and in the schedule for the
perfonnance of the Work shall be made to reflect such an increase or
decrease.
12.4
P rolessional Seruices Agreernent (rev . e9 t24 EA1 Bl
Page 6 of 30
Notwithstanding any dispute or delay in arriving at a mutually acceptable
equitable adjustment, contractor shall proceed in accordance with all
change Notices. contractor must, within thirty (30) days after receipt of any
change Notice that does not set forth any acceptable adjustment, submit to
the County a written statement setting forth any adjustment claimed.
12.5 lf any change results in a decrease in the Work performed, Contractor shall
be entitled to compensation associated with changing the Work, such as
revising design already completed, revising calculations already performed,
and revising documents.
13. Termination for Defaul_t:
lf the Contractor defaults by failing to perform any of the obligations of the Agreement or
becomes insolvent or is declared bankrupt or commits any acfof bankruptcy oi insolvency
or makes an assignment for the benefit of creditors, the iounty may, by'depositing written
notice to the Contractor in the U.S. mail, postage prepaid, termlnate'theAgreement, and atthe County's option, obtain performance of the work elsewhere. lf thl Agreement is
terminated for default, the Contractor shall not be entitled to receive any furthir payments
under the Agreement until all work called for has been fully performed. Any extra cost ordamage to the County resulting from such default(s) shali be deducted from any moneydue or coming due to the Contractor. The Contractor shall bear any extra expenses
incurred by the County in completing the work, and all damage sustained, or which may be
sustained by the Coung by reason of such default.
lf a notice of termination for default has been issued and it is laier determined for any
reason that the Contractor was not in default, the rights and obligations of the parties shail
be the sarne as if the notice of termination had been issued pursuant to the Termination for
Public Convenience paragraph hereof.
14. Termination for Public Convenience:
The County may terminate the Agreement in whole or in part whenever the County
determines, in its sole discretion that such termination is in the best interests of thiCounty. Whenever the Agreement is terminated in accordance with this paragraph, the
Contractor shall be entitled to payment for actualwork performed at unit contrac[prices forcompleted items of work. ln the event of such termination, an equitable adjustment shall
be made in the compensation payable to Contractor,
An equitable adjustment in the contract price for partially completed items of work will bemade, but such adjustment shall not include provision for loss of anticipated profit on
deleted or uncompleted work. Terminalion of this Agreement by the County at any time
during the term, whether for default or convenienc-e, shall noi constitute"a breach of
contract by the Coung.
15. Defense & lndemnity Agreement:
fh9 Contractor agrees to and shall defend, indemnify and hold harmless the County, its
Additional lnsureds, appointed and elective officers, agents and employees, from and
againsl all loss or expense, including but not limited to judgments, setil'ements, attorney'sfees and costs by reason of any and all claims and demands upon the boun$, its
Additional lnsureds, its elected or appointed officials, agents, or employees for damages
because of personal or bodily injury, including death at any time resulting therefrom,
Professional Services Agreement (r eu . Og 124 l2A 1 g|
Page 7 of 30
sustained by any person or persons and on account of damage to property including loss
of use thereof, whether such injury to persons or damage to property is due to the
negligence of the 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 lnsureds, appointed or elected officials, agents, or
employees. lt is further provided that no liability shall attach to the County by reason of
entering into this contract, except as expressly provided herein.
16. lqdustrial lnsurance Waiver:
Wth respect to the performance of this Agreement and as to claims against the County, its
Additional lnsureds, officers, agents and employees, the Contractor expressly waives its
immunity under Title 51 of the Revised Code of Washington, the lndustrial lnsurance Act,
for injuries to its employees and agrees that the obligations to indemnifu, defend and hold
harmless provided in this agreement extend to any claim brought by or on behalf of any
employee of the Contractor. This waiver is mutually negotiated by the parties to this
Agreement.
17. Venue and Choice of Law:
ln the event 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
Agreement shall be governed by the law of the State of Washington.
1 8. Withholdino Payment:
ln the event the Contractor has failed to perform any obllgation 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 or otherwise adjudicated.
19. Future Non-Allocation of Funds:
lf sufficient funds are not appropriated or allocated for payment under this Agreement for
any future fiscal period, the County will not be obligated to make payments for services or
amounts incurred after the end of the current fiscal period. No penalty or expense shall
accrue to the County in the event this provision applies.
20. Contraqtpr Commitments. Wafraniies and Representations:
The Contractor represents and warrants to the County as follows:20.1 The Contractor is duly incorporated, validly existing and in good standing
under the laws of the State of Washington, and has all requisite corporate
power and authority to enter into and to perform its obligations under this
Agreement.24.2 The Contractor has the authority to execute this Agreement, to make the
representations and warranties set forth in it and to perform the
Professiona I Services Ag reement (rev . A9 E4 eAl Bl
Page 8 cf 30
20.3
20.4
2A.5
24,6
obligations of the contractor under this Agreement in accordance with its
terms.
This Agreement has been validly executed by an authorized
representative of the contractor and constitutes a valid and legally
binding and enforceable obligation of Contractor.
The contractor has or will obtain prior to the commencement date such
licenses, permits and other authorizations from federal, state and other
governmentalauthorities, as are necessary for the performance of its
obligations under this Agreement.
The contractor is not in violation of any applicable law, ordinance or
regulation the consequence of which will or may materially affect
contractor's ability to perform its obligations under this Agreement. The
contractor is not subject to any order or judgment of any court, tribunal or
governmental agency which materially and adversely affects its
operations or assets in the state of washington, or its ability to perform
its obligations under this Agreement.
None of the representations or warranties in this Agreement, and none of
the documents, statements, certificates or schedules furnished or to be
furnished by contractor pursuant hereto or in connection with the
performance of the obligations contemplated under this Agreement,
contains or will contain any untrue statement of a material fact or omits or
will omit to state a material fact necessary to make the statements of fact
contained therein not misleading.
21. PatenUCopvright lnfrinqement:
Contractor will defend and indemnifiT the County from any claimed action, cause or
demand brought against the Coun$; to the extent such action is based on the claim that
information supplied by the Contractor infringes any patent or copyright. The Contractor
will pay those costs and damages attributable to any such claims't-hat are finally awarded
against the Coun$ 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 for the County the right to continue using the information, 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 ol the Agreement Documents shall be brought to the attention of thi
County at the earliest possible time in order that suih matters may be setged
or other appropriate action prompily taken. Except for such objeciions as are
Professional Services Agreement {rev. Ag ft4ftA 1 g}
Page 9 of 30
made of record in the manner hereinafter specified and within the time limits
stated, the records, orders, instructions, and decisions of the Kittitas County
Commissioners shall be finaland conclusive.
22.2 Notice of Potential Claims
The contractor shall not be entitled to additional compensation which
otherwise may be payable, or to extension of time for {1) any act or failure to
act by the county , or {2} the happening of any event or occurrence, unless
the contractor has given the county a written Notice of potential claim
within ten (10) days of lhe commencement of the act, failure, or event giving
rise to the claim, and before final payment by the county. The written Noticeof Potential Claim shall set forth the reasons for which the Contractor
believes additional compensation or extension of time is due, the nature of
the cost involved, and insofar as possible, the amount of the potential claim.
contractor shall keep full and complete daily records of the work performed,
labor and material used, and all costs and additional time claimed to be
additional.
22.3. Detailed Ctaim
The Contractor shall not be entitled to claim any such additional
compensation, or extension of time, unless within thirty (30) days of the
completion of the portion of the work from which the claim arose, and before
final payment by the County, the Contractor has given the County a detailed
written statement of each element of cost or other compensation requested
and of all elements of additional time required, and copies of any supporting
documents evidencing the amount or extension of time claimed to be due.
23. Ownership of ltems Produced:
All writings, programs, data, public records or other materials prepared by the Contractor
and/or its consultants or sub-Coniractors, in connection with perfolmance of this
Agreement shall be the sole and absolute propefiy of the Coung.
24. Confidentialitv:
The Contractor, its employees, sub-Contractors, and their employees shall maintain the
conlidentiality of all information provided by the County or acquired by the Contractor in
performance of this Agreement, except upon the prior written consent of the Kittitas
9lrltY Prosecuting_ Attorney or an order entered by a court after having acguiredjurisdiction over the County. Contractor shall immediateiy give to the County notice dt anyjudicial proceedings seeking disclosure of such information. Contractor shall indemnify
and hold harmless the County, its Additional lnsureds, officials, agents or ernployees from
all loss or expense, including, but not limited to settlements, judgments, seto*s, attorneys'
fees and costs resulting from contractor's breach of this provision.
Professional Servi ces Agreement (rev. 0g I 24 l2O1 8)
Page 10of30
To the extent that any information obtained by the Contractor is required to be shared withor provided to others by the terms of the Statement of the Work, this provision is not
breached by such acts.
25. Notice:
Except as set forth elsewhere in the Agreement, for all purposes under this Agreement,
except service of process, notice shall be given by the Contractor to the departrnent headof the department for whom services are rendered, and to the kttitas County
commissioners, 205 w sth Ave, suite 109, Ellensburg, wA 9g926. Notice to the
Contractor for all purposes under this Agreement shall Oe glven to the address reflected on
the signature page. Notice may be given by delivery or by depositing in the U.S. Mait, first
class, postage prepaid.
26. SeverabiliU:
lf any term or condition of this Agreement or the application thereof to any person(s) or
circumstances is held invalid, such invalidity shall not affect other terms,- conditions or
applications which can be given effect without the invalid term, condition or application. To
this end, the terms and conditions of this Agreement are declared severable.
27. Miscellanequs: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, rights or
remedies in that or any other instance; rather the same shall be and remain
in fullforce 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 oi tnis
Agreement shall be valid unless set forth in a wriften 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 this Agreement,
by any of Contractor'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 any
prior or subsequent breach. No terms or conditions of this Agreernent shall be held to be
Professional Services Agreement (rev " A9 124 ,.?f.fi)
Page 11 of30
waived, modified or deleted except by an instrument, in writing, signed by the parties
hereto.
29. Survival:
The,provisions of paragraphs T,g, 11,19, 14,1S, 16, 17,1g,19, 20, 21,22,23,24,2g,
30, 31, and 32 shall survive, notwithslanding the termination or invalidity oi tnis Agreement
for any teason,
30. Nondiscrimination:
The County is an equalopportunity employer.
Nondiscrimjaation 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, national origin, gex, sexual orientation,
maritalstatus, age or the presence of any sensory, mental orphysical handicap; provided that the prohibition against discriminationin employment because of handicap shall not apply if the particular
disability prevents the proper performance of the particular worker
involved. The contractor shall ensure that applicants are employed,
and that employees are treated during employment without
discrimination because of their race, creed, color, national origin, sex,
sexual orientation, marital status, age or the presence of any sensory,
mental or physical handicap. such action shall include, but not be
limited to: employment, upgrading, demotion or transfers, recruitment or
recruitment advertising, layoff or termination, rates of pay or other
forms of compensation, and programs for training including
apprenticeships. The contractor shall take such action witr respect tothis Agreement as may be required to ensure fullcompliance with
local, state and federal laws prohibiting discrimination in employment.
Nondiscrimination in Services
The contractor will not discriminate against any recipient of any services
or benefits provided for in this Agreement on the grounds of race,
creed, color, national origin, sex, sexual orientation, marital status, age or
the presence ol any sensory, mental or physical handicap.
lf any assignment andlor subcontracting has been authorized by the
co,unty, said assignment or subcontract shall include appropriate
safeguards against discrimination. The contractor shall' iake such
action as may be required to ensure full compliance with the
provisions in the immediately preceding paragraphs herein.
30.1
30.2
30,3
34,4
Professional Services Agreement lreu. \gt74l ZA1 g)
Page 12 of 30
31. Prevailinq Wage:
Contractor shall pay the prevailing rate of wages to all workers, laborers, or mechanics
employed in the performance of any part of the Work in accordance with RCW 39.12
and the rules and regulations of the Department of Labor and lndustries. The schedule
of prevailing wages rates for the locality or localities of the Work is determined by the
lndustrial Statistician of the Department of Labor and lndustries. lt is the Contraitor's
responsibitity to verifi/ the applicable prevailing wage rate. lt is understood that the
Contractor is responsible for obtaining and completing all required government forms
and submitting same to the proper authorities.
Disputes regarding prevailing wage rates shall be referred for arbitration to the Director
of the Department of Labor and lndustries. The arbitration decision shall be final and
conclusive and binding on all parties involved in the dispute as provided for by RCW
39.12.060.
32. Debarment Certification:
The Contractor certifies that it:
32.1 ls not presently debarred, suspended, proposed for debarment, declared
ineligible or voluntarily excluded from covered transactions by any Federal
department or agency.
32.2 Has not within a three-year period preceding the execution of this contract
with Kittitas Coun$, been convicted of or had a civiljudgment rendered
against them for commission of fraud or a criminal offense in connection
with obtaining, attempting to obtain, or performing a public or private
agreement or transaction, violation of Federal or State antitrust statutes or
commission of embezzlement, theft, forgery, bribery, falsification or
destruction of records, making false statements, tax evasion, receiving
stolen property, making false claims, or obstruction of justice.
32.3 ls not presently indicted for or otherwise criminally or civilly charged by a
governmental entity (Federal, State, or local) with commission of any of
the offenses enumerated in paragraph 32.2 of this section.32.4 Has not within a three-year period preceding the preceding the execution
of this contract with Kittitas County had one or more public transactions
{Federal, State, or local) terminated for cause of default.
Professional Se rvi ces Agreement (rev. Og e4n|1 gl
Page 13 of30
EXHIBIT ''A"
SCOPE OF WORK
ln addition to providing all material and labor, the Contractor shall perform the following:
Please see Exhibit A in Attachment 1#
Profussional Seruices Agreemonl (rev. Ogl?4P:}1g)
Page'l4of 30
EXHIBIT "B"
COMPENSATION
As full compensation for satisfactory perfonnance of the work, the County shall pay
Contractor compensation not to exceed:
Operation Coste:Budget
Salaries/ Subscriptions/ VIC/
Admin $57,000
Website (Online)$16,100
Online Marketing $146,400
Grants $12,000
Print $12,000
Business Related Promotions $12,000
Municipality Shortfall $37,000
Adventure Pledge Campaign $45,000
TotalBudget s325,500
Also provided as Exhibit C in Attachment#1
Professional Services Agreement (rev. egl24l2011)
Page 15 of30
rrcrr
PROOF OF INSURANCE
The Contractor shall secure and maintain in effect at all times during performance of the
Work such insurance as will protect Contractor, its Support and the Additional lnsureds
from all claims, losses, harm, costs, liabilities, damages and expenses arising out of
personal injury (including death) or property damage that may result from performance
of the work or this Agreement, whether such performance is by Contractor or any of its
Support.
All insurance shall be issued by companies admitted to do business in the State of
Washington and have a rating of A-, Class Vll or better in the most recently published
edition of Best's Reports unless otherwise approved by the County. lf an insurer is not
admifted, all insurance policies and procedures for issuing the insurance policies must
comply with Chapter 48.15 RCW and 284-15 WAC.
The Contractor shall provide proof of insurance for:
ffi Commercial General Liability lnsutance
Coverage limits not less than:. $5,000,000 per occurrence. $1,000,000 per occurrence liquor liability. $1,000,000 products & completed operations aggregate. $1,000,000 personal and advertising injury, each offense. Certificate Hotder - Kittitas County. The Certificate rnust name the County as additional insured. Sixty (60) days written notice to the County of cancellation of the insurance
policy
t] Qor:nmefcial Autornobile Liabilitv lnsurance {if ANY use of vehicle in performance)
Automobile Liability for owned, non-owned, hired, and leased vehicles (McS g0
endorsement and a CA 9946 endorsement must be attached if 'pollutants' are ta be
transported). Coverage limits not less than:. $1,000,000 combined single limit. Thirty {30} days written notice to the County of cancellation
of the insurance policy.
I Workers' Compensation
Additional Co Ma Be
Prolessional Services Agreement {rev. eg 124 tZOl Bl
Page 16 of30
Workers'Compensation in amounts reguired by law
f Stop Gap/Employers Liabititv
Coverage limits not less than:. $1,000,000 each accident. $1,000,000 disease - policy limit. $1,000,000 disease - each employee
' Thirty (30) days written notice to the county of cancellation
of the insurance policy.
f Professional Liabilig
The Contractor and/or its Subcontractor andlor its consultant providing
professional services shall provide evidence of Professional Liability lnsurance
covering professional errors and omissions. Such policy must provide the
following minimum limits:. $1,000,000 per claim. $2,000,000 annual aggregate
' lf insurance is on a claims-made form, its retroactive date, and that of allsubsequent renewals, shall be no later than the effective date of this
Agreement.
fl eottution Liabitity
The Contractor shall provide a Pollution Liability policy, providing coverage for
claims involving bodily injury, property damage (includiirg toss of ise of taigibteproperty that has not been physically injured), cleanup costs, remediation,
disposal or other handling of pollutants, including costs and expenses incurred in
the investigation, defense, or setflement of claiml arising out oi.r Contractor's operations related to this project; and/orr Remediation, abatement, repair, maintenance or other work with lead-based
paint or materials containing asbestos; and/orr Transportation of hazardous materials away from any site related to thisproject
Such Pollution Liability policy shall provide the following minimum coverage.: $ per claimr $ annual aggregate
tr Propertv Damaqe
The Contractor shall provide a policy that covers damage to Kittitas County
facilities, including buildings, equipment, grounds, etc. such policy shall providi
the following minimum coverage:r $ per occurrence
I U.mbrella Coverage
Prcfessionaf Se rvices Ag reement (rev. eg lZ4lZOl g)
Page 17 of 30
Umbrella policies shall provide coverage at least as broad as specified for
underlying coverages (cGL, Auto, Employe/s Liability) and cover those insured
in the underlying policies, including additional insured.. Amount required for this Agreement: $
Contractor shall furnish the County a Certificate of lnsurance to include the Policy
EndorsementslExclusions as evidence that policies providing insurance required by this
Agreement are in full force and effect. Contractor hereby waives all rights of recourse,
including any right to which another rnay be subrogated, against Kittitas County for
personal injury, including death, and property damage. Contractois insurance policies
required above shall be primary insurance and shall be non-contrlbuting 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, rnachinery, equipment, or
motor vehicles owned or rented by the Contractor, or the Contractor's agents, suppliers
or contractors as well as to any temporary structures, scaffolding and protective fences.
The Contractor shall have sole responsibility for ensuring the insurance coverage and
limits required are obtained by subcontractors.
NOTE: No contract shall form until and unless a copy of the Certificate of
lnsurance with EndorsementslExclusions, properly completed and in the amount
required, is attached hereto.
Failure of the Contractor to fully comply with the above insurance requirements during
the term of the Agreement shall be considered a material breach of contract and cause
for immediate termination of the Agreement at the County's discretion. Alternatively, the
County may procure and maintain, at the Contractor's sole expense, insurance to the
extent deemed proper up to the amount of the required coverage(s). The County may
offset the cost of such insurance against payment due to the Contractor under this
Agreement.
Professional Services Agree ment lr eu . A9l24 EA1 8l
Page 18 of30
Attachment#1
2A22
Kittitas County
Lodging Tax Grant
Application Packet
2422 KITTITAS COUNTY LODGING TAX
GRANT APPLICATION FOR TOURISM
Profeslonal Services Agreement (rev. 09t2412A19)
Page 19 of30
Anolicant I nformation
Organization Name: KITTITAS COUNTy CHAMBER OF COMMERCE
organization Mailing & PhysicalAddress: 609 N MAtN STREET ELLENSBURG
98926
organization contact Person and rifle; Matthew L Anderson, DIRECTOR oF
TOURISM AND EVENTS
Organization/Contact Phone: 509.925.2002 Email: nauokinitascounrvcha$bsr.com Fax:
M
Preferred days and hours to call/contact;MONDAY -IDAY 8A-5P
Organization Website: CENTRALWAS H I NGTONOUTDQOR.COM
Federalrax lD Number: 91-0210430 uBt Number: 601 1ggg21
organization is i t Government Entity r r s01(c) 3 X s01(c) 6 r other
Year's organization has been involved in tourism promotion in the Kittitas County
lntensively since 2000.
Fundina Reauest Detail
l. 2021 Kitlitas county Lodging Tax Funding Request: up io $ 325,900
2, ldentify the specific tourism audience/rnarket located more than b0 miles
from the County that your organization will target with these funds: Beina in
centralwashinoton we have the ability to draw from at least an hour awav in
all directions: wenatchee, chelan, okanoqan, spokane, coeur d'Alene.
sandpoint. Pullman, Lewiston. Tri-cities. The Dalles, porfland, Tacoma.
Yelm, Lacev. seattle Metro. Bellevue and NorthMestern washinoton.
specificallv Pierce and Kinq counties. our interest oroups are outdoqr
recreation. historic and educational. festival and eyenlspecific. business
travel sports, smallgroup oetaways. and simole escapes from the urban
lifestvle.
Professiona I Services Agreement (reu . A9 e4 l2O1 Bl
Page 20 of 30
3. Describe in detail the tourism promotion activities that will be performed or
provided with the funding request above, that specifically target the tourism
audience/market listed in #2:
With a focus on promoting Kittitas County as a whole, the Chamber will continue to work
with individual municipalities, other non-profit organizations, and private enterprise to
promote Kittitas Coun$. Efforts willbe two-fold: tourism promotion coupled with
recreation management.
ln the area of tourism promotion, the Chamber will focus on, but not limited to, the
following attributes of Kittitas County: outdoor activities (hiking, biking, fishing, hunting,
wildlife viewing, etc...), scenic drives, festivals, events, downtown designation
highlights, and other activities our region offers. Using data driven research (website
analytics, social media insights, 3'd party lodging statistics), as well as input from our
partners we will deliver contenUinformation with a high degree of relevancy focused on
guest search intent.
ln the area of recreation management, the Chamber will focus on, but not limited to,
expanding our Recreate Responsibility promotion. Understanding the need to manage
the current demand we have seen throughout the County, the Chamber wilt create
messaging specific to recreating responsibility within Kittitas County. This will include
but not be limited to written and video content distributed through our online ouflets,
distribution of printed material, as well as in-person education.
4. List on the following page the proposed quantity of specific tourism
promotional activities described in #3 above and the corresponding funding
request for each activity.
A tourism and promotion campaign is never limited to one entity or one
outlet. lt takes a coordinated effort of in person, printed, and digitalmaterial
to deliver the message the campaign chooses to promote. Likewise a
campaign that spans the breadth of municipalities, non-profits, and for profit
organizations requires persistent and planned interactions with a variety of
agencies and businesses. As such, the activities needed to execute our plan
include
Professional Services Agreement (rev. 09 lZ4 1201 g|
Page21 of30
ln Person Visits via Visitor Centers
Physical location and days/hours:
The main Ellensburg Visitqr Center is located on 609 N Main Street. The location will
be ogen October thru Mav six {6) day$ a week Monday-Fridav ga-5p and Saturdav's
10a-2p. Mav thru seotember seven (7) days a week Mondav-Fridav ga-sp and
Weekends 10a-2P. The Cle Elum Visitor Center is ooen Mondav-saturdav from 10a-
4p vear round,-and hours may chanoe slightly dqe to tourism traffic and contract
funding. Staffinq includes 4 PIT reception nersonnel for the front counter, 1 plT
Tourism Assistant. dnd 1 FIT Tourism +Events Director that supervises and manaoes
the VlC, Festivaland Events, Destination Marketino, Collateral, Website and partner
interacti_on.
Lodqino Tax Partners
Partners
Currentlv the tourism department-has a databasq of over 1S0close partners that are
local b4sinesses featured in our campaiqn. make up our tourism committee, andlor are
involved in Countv events. We meet with a varietv of partners reqularlv. and work with
them to-develoo tourist-facing content that ties into their various industries. We also
feature each partner througbout our tourism marketinq campaiqn on
centralwash inqtonoutdoor, MvEllensburo. and DiscovercleElum. com..
Brochu res ProducedlPrinted
The Tourism Denartment produceq appfoximately 50,000 visitor suides and maqs each
vear that featurq activities available insluding festivals and events. rqlgil" lodqinq listinqs
and other communilv information that most travelers will base their trios upon.
Additional information to be included in 2022 will focus on our Recreate Resoonsiblv
Drogram. While embracinq manv of the conceots of Recreate ResponsiblL- we plan to
launch the Kittitas Countv Adyenture Pledqe. This will shifi some of the focus froE
tgurism promotion to tourism management.
Professional Services Agreement (rev. eg tZ4 i Zg1 g)
Page 22 of 30
Broch u res Distributed/Ma iled
Distribution method:
Under our proposal, 2 nqrt time emplovees are suoervised for the puroose of
distribution of local brochures {festival and events} and Visitor information (visitor
guides, maos) throughout locations in Kittita"s County. We also resoond to a wide
varietY of inQuiries on tonics such as relocation. intent to travel. wedding parties.
conferences, meetinos and other business reouests.
Users on CentralWashingtonoutdoor.com and corresponding Social Media Ouflets
9ur Destinatio[ Marketinq Campaign uses different aporoaches and strateoies both
oro?nicallv ?nd via our advertisino campaion to target potential travelers, and oive
them the information and resources thev need to visit Kittitas County. Our car_npaiqn
tactias include social mediq advertisinq. display advertising, video adyertisino. search
engine marketing. and organic content such as newsletters and blogs to-oenerate
traffic to the website. The main attributinq sources for ou.r online traffic are displav
advertisino. and social media advertisinq on Facebook and lnstagram.
Professional Services Agreement (rev. 0gl24l2}11)
Page 23 of 30
DECLARATION
I understand the Washington State limitations placed on use of Hotel/MotelTax
funds, and certify that the requested funds will be used only for purposes
described in this application and established by state law and county policy. I
have the authority of the organization/entity represented in this application-to
submit this request for funding on its behalf. I understand the use of funds is
subject to audit by the State of Washington.
I declare that the foregoing is true and correct to the best of my knowledge.
Matthew L Anderson
Print Name
Director of Tourism and Events
Title
12t9t21
Date
-{Y}-s(k
Signature
Professional Services Agreement (rev. ASn4l2O1 B)
Page 24 of 30
EXHIBIT A SCOPE OF WORK
The Chamber agree$ to provide the following services and engage in the following
activities in support of the Kittitas county tourism development effort:
1. Marketing Outreach
a. To serve as a direct report to the Lodging Tax Advisory Committee, attending
monthly meetings to provide updates and reports on marketing activities and where
promotions are being done.
b. Prepare an annual marketing plan to present to the LTAC at the beginning of each
Year.
c. Serve as liaison to members of the tourism industry and event organizations.
d. Submit a monthly accounting of expenses incurred
e. Obtain, analyze and apply data related to tourism-related activities in such a manner
as to aid the review of the effectiveness of Kittitas County's tourism development efforts.
g. Submit quarterly reports to the County about services completed and the state and
effectiveness of tourism promotion efforts, As requested, present such reports in person
to the Board of County Commissioners,
h. Expand Recreate Responsibility program to include educational materials on
recreating in Kittitas County -
i. Launch Kittitas county Recreation pledge and relevant content
i. Serve as a outdoor recreation visitor hub to sell a variety of permits for state and local
agencies to include
i. Xmas Tree Permits
ii. Firewood Permits
iii. OTV Permils
j. Produce Lodging Tax grant application training videos
i. How to Apply
ii. What to do after Grant Award
Professional Services Agreement (rev. Agnfin}fi)
Page 25 of 30
2. Website Maintenance and Social Media
a' Maintain, including periodic updates as needed, a public web site that promotes
Kittitas county tourism and provides information for visitors.
www. centr4washifr.gtonoutdoor. com
b. Manage, maintain and update on a regular basis, social media used for tourism
purposes.
i. Facebook
ii. lnstagram
iii. YouTube
iv. Tik Tok
c. Track a multitude of website traffic statistics including, but not limited to users
organic users, top pages, click through rates, and attribution data.
d' Create videos to be used on a variety of social networking platforms to educate users
of Kittitas County's recreation facilities
3. Collateral Materials
a. Develop promotional materials
i. Brochures
ii. Maps
iii. Press Kits
iv. Video Clips
v. Photo Library
b. D.istribute County tourism information and literature in the county and in other
markets
c' Maintain stock and periodically review the effectiveness of county racks and rack
locations
d. Produce nraterial specific and relevant to Adventure pledge campaign
Professional Services Agreement (rev. O9lZ4tZ01gl.1
Page 26 of 30
4. Marketing and Advertising
a' Administer and oversee County tourism promotion efforts to promote the County,sevents, attractions, facilities, and destination downtown, including
i. marketing campaigns,
ii. advertising,
iii. brochures,
iv. solicitation of conventions and meetings,
v. participation in trade shows, and
vi. other activities agreed to by the parties from time to time.
b. Administer and oversee County Micro Grant program in efforts to support smalleventslnew events outside of the annual consoiidaled grant cycle.
c' Report monthly with additional funding for Roslyn and Event Center partners. provide
updates monthly to LTAC committee
d' Produce and execute marketing campaign for Kittitas County Adventure pledge.
Campaign will consist of but not limited io Uiog posts, video content, digital ads
5. Event Management
a. Support rnarketing efforts of events, fiestivats, and other tourist related activitiesin Kittitas county. such efforts will include but not limited toi. Micro Grant Assistanceii. Access to Chamber marketing resourcesiii. Expert consultation with execution of events
6. Kittitas Gounty Recreation and Tourism plan Execution
use Kittitas county chamber tourism related website and social networkplatforms to advance various plan elements of the Kittitas County Recreation andTourism Plan as identified as:i, Action ltem 5.3 - promote operations of Numerous Activitiesii. Action ltem 5.5 and 8.7 - promote Art and culturalArtsiii. Action ltem 5.6 - Support Athletics
Launch Kittitas county Adventure predge to support plan Element 6 (ResourceConservancies)and Ptan Element 10 (besign Siandards)
a.
b
f rofelslon_a! Se rvices Agree ment (r ev . 09 fZ4 t2O1 B)
Page27 ol3O
i. Provide messaging to assist the preservation of unique environmental
area, wetlands, wildlife habitat, open spaces, foresflands and scenic areas1. Messaging available via
a. Social Media Platforms
b. printed Collateral
c. Kittitas County Branded Websitesii. where practicaland appropriate, implement an Adopt a-Trailandlor
Adopl-a-Park program led by votunteers and citizens
Professional Services Agraament (rev. ASn4nOlf}
Page 28 of 30
EXHIBIT B METRICS FOR EVALUATION
DELIVERABLES
Assessment:
Performance will be assessed by the County Lodging Tax Advisory Committee based
upon information provided by the Chamber which wiii include:
1. Monthly report with content focuses for the previous month
2. Users
3. Organic Users
4. Social Media Data
5. Newsletter Data
ProfEssional Services Agreement (rev. Agt24tl}lg)
Page 29 of30
EXHIBIT C BUDGET ATTACHMENT
Operation Costs:Budget
Salaries/ Subscriptionsl VlCl
Admin $57,000
Website (Online )$16,100
Online Marketing $146,400
Grants $12,000
Print $12,000
Business Related promotions $12,000
Mun Shortfall $37,000
Adventure Campa $45,000
Total Budget $325,500
llofelsioryl gervices Agreemenr {rev, Oge4t201&)
Page 30 of30