HomeMy WebLinkAboutWISE Amendment 1 - Fully SignedKittitas County
Review Form
Grants & Contract Agreement
Contract/G rant I nformation
Recommendation for Board of Health Review on
Verification the Contracting Agency is not Suspended/Disbarred:
I Agency is not suspended/disbarred I Not Checked (reason)
Today's Date
osl72l2022 PA Camas Request #: 54140 h-ttr tl l
Fund/Department
116-Public Health Agenda Date: Tlifll i, /aw
Contract /Grant Agency: WISE - Amendment 1
Period Begin Date: July L,2O2t Period End Date: June 30,2022
Total Grant/Contract Amount: Not to Exceed 535,000
Grant/Contract Number
Contract/G rant Su m ma ry:
Allow consultant to provide training and technical assistance specific to developmental disabilities
programs.
o Amendment updates contract language to allow additional spend down of DD funds.
Department Head Signature:zltYl..Director Date:
Kittitas County Prosecutor, Auditor, and Board of Health Review and Comment:
APPROVED AS TO FORM:
?L YL I )Lu1"wt(o('-
Sign atu re of Prosecutor'Office Date
\
Signature of Auditor's ce Date
Grant/Contract Review Page 1
Financial lnformation
Bud lnformation
Pass Th lnformation
Prosecutor Review
Total Amount NTE Sss,000.oo State Funds S Federal Funds S
Percentage County Funds Matching Funds S CFDA#
ln-Kind 5
Explain
ls Equipment being purchased?Who owns equipment?
New Personnel being hired?Contact HR hiring - reporting requirements
Future impacts or liability to Kittitas County:
Budget Amendment Needed?Yes I attach budget form No E why not
New Division Created?
L05.568.334.04.68 v a4tnRevenue Code
105.568.5410t (Professional Services)0{/.-r./Expense Code
Agency to Pass Through
Expense Code:Amount to Pass Through
DateSub-Contract Approved
Has the Prosecutor reviewed this agreement?Yes-Z- ruo {L( t+(
County Departments lm cted
BOCC A Needed?
Assi ment of Tracking lnformation
Facilities MaintenanceAuditor
Human Resourcelnformation Services
Prosecutor Treasurer
NoEYes I
Staff Member Presenting: Kasey Knutson
Auditor's Office
Human Resource
-r( +-t\E2a I{ ** Hn,k,-{/nhwProsecutor's Office
(0tWho Signed the grant application
Grant/Contract Review Page 2
Reviewer Date
PROFESSIONAL SERVICES AGREEMENT
AMENDMENT 1
This contract amendment extends and modifies the Agreement made by and
between Kittitas County (hereinafter "the County") and WISE (hereinafter "Contractor")
executed on 0710112021 that is attached hereto and hereby incorporated by this reference.
Section 12 of that Agreement, allows for modifications that are written and are mutually
agreed to by both parties. The County and Contractor agree to the following amendments:
The addition of lnvestment Projects within the statement of work to include the WA state job
foundation animated video project, Community Summit 2022, Organizational development
and training system project, language access tools and training, and equity and diversity
videos.
Professional Services Agreement
Page 1
of
WISE
lN WITNESS WHEREOF, the parties have executed this Agreement tnis -j Xtay
2022
APPROVED
BOARD OF COUNTY COMMISSIONERS
KITTITAS COUNW, WASHINGTON
cSignatg4e of Qignatory
(Date' l'(L t'L t
f ,E\t LttE cotl r-sor/
Print Name of Signatory
Contractor Address
Project Contact:
Brandi Monts
Director TA and Training
Professional Services Agreement
Page2
ABSENT
Vice-Chair
Attest:
Commissioner
WISE luo+o c'HqlsTed5enl gD*o
Wffi-5r€'2-tLWTUx.i^ltt-A, IJA
d(8t?'r
the
County's Address
Kittitas County
205 West Sth Avenue, Suite 108
Ellensburg, WA 98926
Project Contact:
Kasey Knutson
County Coordinator
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 Attachment'A" during the Agreement period. No material, labor, or
facilities will be furnished by the County, unless otherwise provided for in the Agreement.
2. Performance of Work:
Contractor shall perform work in accordance with, and shall complywith, allof the provisions
of this Agreement. All work shall comply with applicable laws, codes ordinances and
agreements.
3. Schedule of Performance:
Unless directed otherwise by the Coun$, Contractor shall perform the work in accordance
with any schedules made a part of this Agreement.
4. Definitions
4.1
4.2
"Additional lnsured's" means the County, its successors and assigns, and
the respective directors, officers, employees, agents and representatives of
the County and its successors and assigns.
"subcontractor" is any service provider or other vendor contracted by the
Contractor to provide consumer services or any other work for the purpose of
meeting the Contractor's obligations under this Agreement.
"Support" means the following: Contractor's directors, officers, employees,
agents and representatives; and sub-Contractors of any tier; the respective
directors, officers, employees, agents and representatives of these sub-
Contractors of any tier; and any other person or entity acting under the
direction or control of, or on behalf of, Contractor or any Contractor's sub-
Contractors of any tier in connection with or incident to the performance of the
Work or this Agreement.
The "Work" means all of the duties listed in Attachment "A" and the
performance of all other obligations, under this Agreement by Contractor or
its Support.
4.3
4.4
5. Accountino nd Pavment for Serv tces:
Payment to the Contractor for services rendered under this Agreement shall be as set forth
in Attachment "B". Where Attachment "B" requires payments by the County, payment shall
be based upon billings, supported unless otherwise provided in Attachment "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 Attachment "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.
Professional Services Agreement
Page 3
Where required, the County shall, upon receipt of appropriate documentation, compensate
the Contractor, no more often than monthly, through the County voucher system, for the
Contractor's service pursuant to the fee schedule set forth in Attachment "8".
6 Assionment and Subcontractino:
No portion of this Agreement may be assigned or subcontracted to any other individual, firm
or entity without the express and prior written approval of the County.
7. lndependent Contractor:
The Contractor's services shall be furnished by the Contractor as an independent Contractor
and nothing herein contained shall be construed to create a relationship of employer-
employee or master-servant, but all payments made hereunder and all services performed
shall be made and performed pursuant to this Agreement by the Contractor as an
independent Contractor.
The Contractor acknowledges that the entire compensation for this Agreement is specified
in Attachment "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, indemnifiT and hold harmless the County, its Additional lnsured's,
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 Employment:
The performance of all or part of this Agreement by the Contractor shall not operate to vest
any employment rights whatsoever and shall not be deemed to guarantee any employment
of the Contractor or any employee of the Contractor or any sub-Contractor or any employee
of any sub-Contractor by the County at the present time or in the future.
9. Taxes:
The Contractor understands and acknowledges that the County will not withhold Federal or
State income taxes. Where required by State or Federal law, the Contractor authorizes the
County to make withholding for any taxes other than income taxes (i.e. Medicare). All
compensation received by the Contractor will be reported to the lnternal Revenue Service
at the end of the calendar year in accordance with the applicable IRS regulations. lt is the
responsibility of the Contractor to make the necessary estimated tax payments throughout
the year, if any, and the Contractor is solely liable for any tax obligation arising from the
Contractor's performance of this Agreement. The Contractor hereby agrees to indemniff
the Coung against any demand to pay taxes arising from the Contractor's failure to pay
taxes on compensation earned pursuant to this Agreement.
Professional Services Agreement
Page 4
The County will pay sales and use taxes imposed on goods or services acquired by the
County hereunder as required by law. The Contractor must pay all other taxes including,
but not limited to: Business and Occupation Tax, taxes based on the Contractor's gross or
net income, or personal property to which the County does not hold title. The County is
exempt from Federal Excise Tax.
10. Requlations and Requirement:
This Agreement shall be subject to all laws, rules and regulations of the United States of
America, and State of Washington, and political subdivisions of the State of Washington,
and to any other provisions set forth herein or in the attached Attachments.
11. Riqht to Review:
This contract is subjectto review by any Federal or State auditor. The County or its designee
shall have the right to review and monitor the financial and service components of this
program by whatever means are deemed expedient by the County. Such review may occur
with or without notice, and may include, but is not limited to, on-site inspection by County
agents or employees, inspection of all records or other materials which the County deems
pertinent to the Agreement and its performance, and any and all communications with or
evaluation by service recipients under this Agreement. The Contractor shall preserve and
maintain all financial records and records relating to the performance of work under this
Agreement for 6 years after contract termination, and shall make them available for such
review, within Kittitas County, State of Washington, upon request.
12. Modifications:12.1 Either party may request changes in the Agreement. Any and all agreed
modifications shall be in writing, signed by each of the parties.
12.2 The Coung 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 suspension of performance of
any Work.12.3 lf any change in the Work causes an increase or decrease on Contractor's
cost of, or the time required for, performance of the Work, an equitable
adjustment in the compensation to Contractor and in the schedule for the
performance of the Work shall be made to reflect such an increase or
decrease.12.4 Notwithstanding any dispute or delay in arriving at a mutually acceptable
equitable adjustment, Contractor shall proceed in accordance with all Change
Notices. Contractor must, within thirty (30) days after receipt of any Change
Notice that does not set forth any acceptable adjustment, submit to the County
a written statement setting forth any adjustment claimed.
12,5 lf any change results in a decrease in the Work performed, Contractor shall
be entitled to compensation associated with changing the Work, such as
Professional Services Agreement
Page 5
revising design already completed, revising calculations already performed,
and revising documents.
13. Termination for Default:
lf the Contractor defaults by failing to perform any of the obligations of the Agreement,
including violating any law, regulation, rule or ordinance applicable to this Agreement, or
becomes insolvent or is declared bankrupt or commits any act of bankruptcy or insolvency
or makes an assignment for the benefit of creditors, the County may, by depositing written
notice to the Contractor in the U.S. mail, postage prepaid, terminate the Agreement, and at
the County's option, obtain performance of the work elsewhere. lf the Agreement is
terminated for default, the Contractor shall not be entitled to receive any further payments
under the Agreement until all work called for has been fully performed. Any extra cost or
damage to the County resulting from such default(s) shall be deducted from any money due
or coming due to the Contractor. The Contractor shall bear any extra expenses incurred by
the County in completing the work, and all damage sustained, or which may be sustained
by the County by reason of such default.
lf a notice of termination for default has been issued and it is later determined for any reason
that the Contractor was not in default, the rights and obligations of the parties shall be the
same as if the notice of termination had been issued pursuant to the Termination for Public
Convenience paragraph hereof.
14 Termination for Public Conven rence:
The County may terminate the Agreement in whole or in part whenever the County
determines, in its sole discretion that such termination is in the best interests of the County.
Whenever the Agreement is terminated in accordance with this paragraph, the Contractor
shall be entitled to payment for actual work performed at unit contract prices for completed
items of work. ln the event of such termination, an equitable adjustment shall be made in
the compensation payable to Contractor.
An equitable adjustment in the contract price for partially completed items of work will be
made, but such adjustment shall not include provision for loss of anticipated profit on deleted
or uncompleted work. Termination of this Agreement by the Coun$ at any time during the
term, whether for default or convenience, shall not constitute a breach of contract by the
County.
15. Termination Due to Chanqe in Fundino. lf the funds upon which the Coun$ relied to
establish any Program Agreement are withdrawn, reduced or limited, or if additional or
modified conditions are placed on such funding, the County may terminate this Agreement
by providing at least fifteen (15) calendar days written notice to the Contractor. The
termination shall be effective on the date specified in the notice of termination.
16.Defense & lndemn ifu Aoreement:
Professional Services Agreement
Page 6
The Contractor agrees to and shall defend, indemniff and hold harmless the County, its
Additional lnsured's, appointed and elective officers, agents and employees, from and
against all loss or expense, including but not limited to judgments, settlements, attorney's
fees and costs by reason of any and all claims and demands upon the County, its Additional
lnsured's, its elected or appointed officials, agents, or employees for damages because of
personal or bodily injury, including death at any time resulting therefrom, sustained by any
person or persons and on account of damage to property including loss of use thereof,
whether such injury to persons or damage to property is due to the negligence of the
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 lnsured's, 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.
17. lndustrial lns ce Waiver:
With respect to the performance of this Agreement and as to claims against the County, its
Additional lnsured's, officers, agents and employees, the Contractor expressly waives its
immunity under Title 51 of the Revised Code of Washington, the lndustrial lnsurance Acl,
for injuries to its employees and agrees that the obligations to indemniff, 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.
18. 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 9. Withholdinq Payment:
ln the event the Contractor has failed to perform any obligation to be performed by the
Contractor under this Agreement within the time set forth in this Agreement, then the County
may, upon written notice, withhold all monies due and payable to Contractor, without
penalty, until such failure to perform is cured or otherwise adjudicated.
20. Future Non-Al n 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.
21. Contractor Commitments, Warranties and Representations:
The Contractor represents and warrants to the County as follows
Professional Services Agreement
Page 7
21.1 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.
21.2 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.
21.3 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.
21.4 The Contractor has or will obtain prior to the commencement date such
licenses, permits and other authorizations from federal, state and other
governmental authorities, as are necessary for the performance of its
obligations under this Agreement.
21.5 The Contractor is not in violation of any applicable law, ordinance or
regulation the consequence of which will or may materially affect
Contractor's ability to perform its obligations 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.
21.6 None of the representations or warranties in this Agreement, and none of
the documents, statements, certificates or schedules furnished or to be
furnished by Contractor pursuant hereto or in connection with the
performance of the obligations contemplated under this Agreement,
contains 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.
22. PatenUCopvriqht Infrinqement:
Contractor will defend and indemniff the County from any claimed action, cause or demand
brought against the Coung; 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 that are finally awarded against the
County in any action. Such defense and payments are conditioned upon the following:
22.1 Contractor shall be notified promptly in writing by County of any notice of such
claim.
22.2 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.
23. Disputes:23.1 General
Professional Services Agreement
Page 8
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 such matters may be settled
or other appropriate action promptly taken. Except for such objections as are
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 final and conclusive.
23.2 Notice of 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 the commencement of the act, failure, or event giving rise to
the claim, and before final payment by the County. The written Notice of
Potential Claim shall set forth the reasons for which the Contractor believes
additional compensation or extension of time is due, the nature of the cost
involved, and 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 additional.
23.3. Detailed Claim
The Contractor shall not be entitled to claim any such additional
compensation, or extension of time, unless within thirty (30) days of the
completion of the portion of the work from which the claim arose, and before
final payment by the County, the Contractor has given the County a detailed
written statement of each element of cost or other compensation requested
and of all elements of additional time required, and copies of any supporting
documents evidencing the amount or extension of time claimed to be due.
24. Ownership of ltems Produced
All writings, programs, data, public records or other materials created by the Contractor
and/or its consultants or sub-Contractors, in connection with performance of this Agreement
shall be the sole and absolute property of the County.
25. Confidentialitv:
The Contractor, its employees, Sub-Contractors, and their employees shall maintain the
confidentiality of all information provided by the County or acquired by the Contractor in
performance of this Agreement, except: 1) as provided below, 2) upon the prior written
consent of the Kittitas County Prosecuting Attorney; or 3) upon an order entered by a court
after having acquired jurisdiction over the County. Contractor shall immediately give to the
County notice of any judicialproceedings seeking disclosure of such information. Contractor
shall indemnify and hold harmless the County, its Additional lnsured's, officials, agents or
Professional Services Agreement
Page 9
employees from all loss or expense, including, but not limited to settlements, judgments,
setoffs, attorneys'fees and costs resulting from Contractor's breach of this provision.
26. 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 department 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 Contractor
for all purposes under this Agreement shall be given to the address reflected on the
signature page. Notice may be given by delivery or by depositing in the U.S. Mail, first class,
postage prepaid.
27. Severabilitv:
lf any term or condition of this Agreement or the application thereof to any person(s) or
circumstances is held invalid, such invalidity shall not affect other terms, conditions or
applications which can be given effect without the invalid term, condition or application. To
this end, the terms and conditions of this Agreement are declared severable.
28. Miscellaneous:
28.1 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 full force and
effect.
This Agreement embodies the entire Agreement between the County and
Contractor, and supersedes any and all prior agreements, regarding the
Work. No change, amendment or modification of any provisions of this
Agreement shall be valid unless set forth in a written instrument signed by the
party to be bound thereby.
The rights and remedies of the Coun$ set forth in any provision of this
Agreement are in addition to and do not in any way limit any other rights of
remedies afforded to the County by any other provisions of this Agreement,
by any of Contractor's Support or by law.
The headings of sections and paragraphs of this Agreement are for
convenience of reference only and are not intended to restrict, affect or be
of any weight in the interpretation or construction of the provisions of such
sections or parag raphs.
28.2
28.3
28.4
29. Waiver:
Waiver of any breach or condition of this Agreement shall not be deemed a waiver of any
prior or subsequent breach. No terms or conditions of this Agreement shall be held to be
waived, modified or deleted except by an instrument, in writing, signed by the parties hereto.
Professional Services Agreement
Page 10
30. Survival:
The provisions of paragraphs 7, 9, 11, 13, 14, 15, 16, 17 , 18, 19, 20,21,22,23,24,25, 29,
31, and 32, shall suryive, notwithstanding the termination or invalidity of this Agreement for
any reason.
31. Nondiscrimination
31.1 The County is an equal opportunity employer
31.2 Nondiscriminati in Emolovment
ln the performance of this Agreement, the Contractor will not
discriminate against any employee or applicant for employment on the
grounds of race, creed, color, national origin, sex, sexual orientation,
marital status, age or the presence of any sensory, mental or
physical handicap; provided that the prohibition against discrimination
in employment because of handicap shall not apply if the particular
disability prevents the proper performance of the particular worker
involved. The Contractor shall ensure that applicants are employed,
and that employees are treated during employment without
discrimination because of their race, creed, color, national origin, sex,
sexual orientation, marital status, age or the presence of any sensory,
mental or physical handicap. Such action shall include, but not be
limited to: employment, upgrading, demotion or transfers, recruitment or
recruitment advertising, layoff or termination, rates of pay or other
forms of compensation, and programs for training including
apprenticeships. The Contractor shall take such action with respect to
this Agreement as may be required to ensure full compliance with
local, state and federal laws prohibiting discrimination in employment.
31.3 Nondiscriminatio n in Services
The Contractor will not discriminate against any recipient of any services
or benefits provided for in this Agreement on the grounds of race,
creed, color, national origin, sex, sexual orientation, marital status, age or
the presence of any sensory, mental or physical handicap.
31.4 lf any assignment and/or subcontracting has been authorized by the
County, said assignment or subcontract shall include appropriate
safeguards against discrimination. The Contractor shall take such
action as may be required to ensure full compliance with the
provisions in the immediately preceding paragraphs herein.
32. Prevailinq Waqe:
Contractor shall pay the prevailing rate of wages to all workers, laborers, or mechanics
employed in the performance of any part of the Work in accordance with RCW 39.12
Professional Services Agreement
Page '11
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 Industries. lt is the Contractor's
responsibility to verify the applicable prevailing wage rate. lt is understood that the
Contractor is responsible for obtaining and completing all required government forms
and submitting same to the proper authorities.
Disputes regarding prevailing wage rates shall be referred for arbitration to the Director
of the Department of Labor and lndustries. The arbitration decision shall be final and
conclusive and binding on all parties involved in the dispute as provided for by RCW
39.12.060.
33. Debarment Certification:
The Contractor certifies that it:
33.1 ls not presently debarred, suspended, proposed for debarment, declared
ineligible or voluntarily excluded from covered transactions by any Federal
department or agency.
33.2 Has not within a three-year period preceding the execution of this contract
with Kittitas County, been convicted of or had a civiljudgment rendered
against them for commission of fraud or a criminal offense in connection
with obtaining, attempting to obtain, or performing a public or private
agreement or transaction, violation of Federal or State antitrust statutes or
commission of embezzlement, theft, forgery, bribery, falsification or
destruction of records, making false statements, tax evasion, receiving
stolen property, making false claims, or obstruction of justice.
33.3 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 33.2 of this section.
33.4 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 Services Agreement
Page 12
ATTACHMENT "A"
scoPEpF woRK
Funding is provided for the following activities and deliverables
1. WISE and/or third party consultant shall provide training in regard to the
developmental disabilities program in Kittitas County, for capacity building with
information and education or employment and day service specific topics. Any
third party consultant will require prior written approval.
a. Deliverable: Completed sign in sheets for training attendees.
b. Deliverable: Copies of training assignments, handout materials, or
training evaluation results, as requested.
2. lnvestment Projects to include the following:
Professional Services Agreement
Page 13
The l,lJA Stote Job Foundotion Qnimoted Video Project
ItJise will produce an animated video of 3-5 minutes in length explaining lhe WA State Job Foundation
Program. The video will feature information on the roles and responsibilities of all stakeholders involved in
assisting youth with disabilities to have employment experiences lhat will lead to community employment
following transition fronr school to adult services provided by the County, Professional production services
will be based on the script provided by the Slate of WA and it's parlnering counties.
The Communitg Summit zozz
The 2022 Community Sumnrit will be the lOth annual event, The Surnrnit is intended to bnng togcther self-
advocales. families, friends, and allies to talk about building more inclusive communities where people can
live the life they want to live. The Community Summit features keynole speakers and presenters that focus
on self-advocacy, supported employment, local and national policy changes. person centered planning,
community inclusion, building positive relationships. and technologies that promote independence in the
home, workplace, and community.
W,A State DDA sponsors the Summit in conjunction vrith a variety of public and private partners including
$Jashington State Counties and V[ise.
The Orgonizotionot Development snd Troining Sgstems Project
The OD-Training Systems Project offers organizations the abitity to use the Wise Learning Center to
customize and self-rnanage their ourn training program contenl and tracking. This project vrill include up to
30 organizations across WA State, urilh the aim of fostering collaboration. resource sharing, and development
of innovative rnethods for training of stafl in the supporled employment and community inclusion f ields.
Participating organizations rvill develop their agency-specif ic training vehicle, which will involve:
' Training content: Organizations rvill sel up and self-manage their ovrn teams allovrinq lhem to assign
content for staff training, track progress and generate reporls on lraining participation.
' Managers' Training and coaching to team leads in the features of the learning pfatform
. Professional Developmcnt Action Plan: Participants will develop a customized TA Plan for curating
training content and developing organizalional training profiles,
Longuoge Flccess: Tools, Troining <rnd Tronstotion Project
The Language Access Project (LAP) is focused on providing technotogy and training to parlicipating
organizations to allovr for accurate and effective language access. The LAP will allow for more diversity in
staffing and customer service through low-cost and readily available access to language translation.
Participating organizations will receive an artilicial intelligence device called an lnstant Language Assistant
(lLA) to utilize tor language lranslation- The project vrill include:
. Group training with the device developer;
. Access to the recorded training content for future reference; and
r Group and individual mentoring of up to 5 hours per organization.
Equitg ond Diversitg Videos
The Equity and Diversity Videos Project will result in the development a variety of stories lhat are
approximately 30-min. maximum leng,th. Participating agencies will be engaged in crealing content which
can be utilized for social media, lraining, employer outreach, and other avenues of promoting employmenl
and inclusion statewide. Priority wilt be stories which feature Elack lndigenous, and People of Color (BIPOC),
rural, or other under-served communities and community members. Organizations participating will receive
training and support to assist them in capturing conlent related to employment and community inclusion.
Professional Services Agreement
Page 14
TTACHMENT ''8"
SPECIAL TERMS AND CONDITIONS
Reimbursement for all hourly services and/or travel related expenditures shall follow
the attached Training and Technical Fee Schedule for WISE and shall comply with
County Travel policies and shall include:
a. Receipts are required for payment of reservations and charges for rental
cars, including fuel purchased. Mileage reimbursement is based on the
most current published State of Washington travel per diem rates.
b. lf two or more employees are traveling to the same location of official
business during the same time period, mileage reimbursement will only be
allowed for one vehicle.
c. Airline reservations should be made early to obtain the best rate available.
Receipts and/or boarding passes must be presented as receipts for
payment of charges. Rental cars are authorized only when shuttle services,
mass transit, or taxis are not available or when a car rental would result in
a lower cost.
d. The amount of per diem authorized is determined on a per meal basis
dependent on the departure time from the contractor's primary city of
employment, and the arrival time on return to the home city . A departure
time of one and one-half hours prior to an employee's regular start time
qualifies an employee for breakfast; departure one (1) hour prior to regular
lunch period time qualifies an employee for lunch; and return at least one
(1) hour after the regular work hours qualifies a consultant for dinner. The
meal reimbursement rate for the last day of travel would continue to be the
rate for the location where the traveler last stopped to sleep and they then
meet the required return of at least one (1) hour after the regular work
hours for the employee. Traveler may not stop nor delay for a mealjust to
meet the time rule.
e. Snacks and/or meals served on airlines and continental breakfasts, as
defined, will not reduce the per diem.
f . Per Diem amounts will be reduced by any of the allowed amount for meals
provided through conference registration, seminars, motel/hotel
registration, etc. Per Diem amounts include tips and exclude purchase of
any alcoholic beverages.
Professional Services Agreement
Page 15
Professional Services Agreement
Page 16
I Training and Technical Assistance Fee Schedtrle 2O21 - ZA22
Horrlll Coli:illirng Rales fcrr ir'.,rurrng arrt{ technrc:rl rissi:iattce set',.'tce5 lt e l: fcli*'",'s:
o Progrsm f,lansger - St l0 perhour
r Diredors. Senbr Progrom lllanagers snd Digital Content Manager - 5125 per hour
r Executive Director and Assistant Executive Oirector - 5135 per hour
e lndividus! Te€hnical Assistance {lTA) services in WA State - $ 125 per hour
e lncludes Behavior An:lysis services and Wise Associates in WA State
I lntemadonat projects - $ t75 per hour USD
^hourty rales do nal include trave, exp€nses
.\dd:troltal Cor::uiiurg R-,rtes fol trarnrlg iilld teail!iltrll a:s!st:lnce sel-'.lcas :rre,t: ir-,llo'.r-::
r A daily rate of 51500 p€r s'.aff memb€r may be used in lieu of hourly rstes. plus trwel expenses
1t'el;l lr:r's:
1. Wise training webinJrs iup to 2 hours): Fees sre variable. includes certific-lte of compledon-
2. tYebinar presentations {up to 2 hours}: Hourfy rites will apply for prep ond perbrmance unless olhe.u.ise
negoristed.
3. Webinar suppori gervices: platform use, help degk. fscilitat-bn. marketing. registration, surve!,s. daia reports 3nd
c€rtificales: negotisted oo s case by case basis
l!,':se O u lr ne .ir.r derui' i1\'OJ f 0 0J: $200 per course. SE00 frcr rhe four'course senes {Customized E npltyment
ACRE cenification. pregrres stlrdents for s;tting for the APSE CESP exam)
. lntroduelbn to Supported Employment Discovery, and Person-Centered Plenning
I Job Derreloprrent and lr{arketing
r Systematic lnstruction: Teaehing. Leaming. and Retsining Abililies
. Social Security lt{or* lac€nuves (the course is provided in an On-Demand fofmat}
lf ise Or:lur+ ..\i'rden:-,.' Enrplo',rlenl Plcie::rorr:rl Cer-tiitc:lie Pt',rgt':*i {-r'i'O--t Ji}ii!: S2.50O regisferion
fee for full course, first come first served bssis. covering Foundauons of Supported Ernpfoymenfi Essentis:s to Llarkeing
and Job Development Job Support 3nd Fleiention: and Field Prseicum. For more hfornrairon:
r.1,'lse Le.rn:rrrg Cenier i1l'LCj: Per user fees include:
. 539-gg ficr one month of unlinlited access
. Stoo for 3 rnonlhs of unlimited ac€€ss
I S3E{l for l2 months of unlimited accees
. Specialized Continuing Education Certifcate courses are avsilable frcr an added fee
PeIsor: C*ilteled PI:n:: Will be provided a! the rare of S125 per hour br up to 2O hours- ($ee special considerations
br additiona[ funding consideraton. travel expenses no: included)
Esp*nses: Per Stete or F€4eral Travel regulstions on a reimbursable basis- Mileage v/ill be billed at lfte csrrreni IRS rate"
S p ecl:rl C!rtts:dr:'lt:*ll i: The above rstes and registration fees. do not include cost of ventres. inlerpreters,
altemative formats for documenls or other accommodation costs, the cost of supptying fisod. rekeshments or supplies to
participants in a training or technicsf sssishnce. These expenses will be negotiated end propsed in addrson to ttaining
and technical assistsnce flat fues. hourly or dsity rates-
T!:rrd P,rr'f',' Ero!:err:rg -{ei";'rce:: A 15% Brokering Fee will be charged on efiy t}ritd-pirty innoce brokered through
Wise- For contracts that exce€d $35.000, the Erokering Fee urill lfien be reduced to lctq6.
The Brokering Fee incJudes the develqment of the subcontract conbsci complianc€ monitroring. insurance. ftscal
overslghl. audiring servies. fiscal reporting to the contraclor and lRS. Third trirty consllli3nis may be brokered within lhe
Wise rate rsnge per hour unless otherwise approved by lhe Executive Director, andlcr the funder.
R:';,s:c6:5:l
Professional Services Agreement
Page 17
ATTACHMENT ''G''
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 Insured's
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.
Contractor's insurance policies shall be occurrence-based, be primary insurance and
shall be non-contributing with any other insurance maintained by Kittitas County.
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
admitted, all insurance policies and procedures for issuing the insurance policies must
comply with Chapter 48.15 RCW and 284-15 WAC.
The Contractor shall provide proof of insurance for
1) Commercial General Liability lnsurance.. Coverage limits not less than:. $1,000,000 per occurrence per project
o $2,000,000 general aggregate. $1,000,000 personal and advertising injury, each offense. Certificate Holder - Kittitas County. The Certificate must name the County as additional insured as
defined in the Agreement. Sixty (60) days written notice to the County of cancellation
of the insurance policy.
2) Stop Gap/Emplovers Liabilitv.. 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.
3)Commercial Automo
Professional Services Agreement
Page 18
ile Liabilitv lnsurance
Automobile Liability for owned, non-owned, hired, and leased
vehicles, with an MCS 90 endorsement and a CA 9946
endorsement attached if 'pollutants' are to be transported.
Coverage limits not less than:. $1,000,000 combined single limit
Thirty (30) days written notice to the County of cancellation
of the insurance policy.
4) Workers' Compensation.. Workers'Compensation in amounts required by law
Contractor shall furnish the County a Certificate of lnsurance with Endorsement as
evidence that policies providing insurance required by this Agreement are in fullforce and
effect. Contractor hereby waives all rights of recourse, including any right to which another
may be subrogated, against Kittitas County for personal injury, including death, and
property damage. Contractor's insurance policies required above shall be primary
insurance and shall be non-contributing with any other insurance maintained by Kittitas
County.
The Contractor shall assume full responsibility for all loss or damage from any cause
whatsoever to any tools, Contractor's employee-owned tools, machinery, equipment, or
motor vehicles owned or rented by the Contractor, or the Contractor's agents, suppliers
or contractors as well as to any temporary structures, scaffolding and protective fences.
The Contractor shall have sole responsibility for ensuring the insurance coverage and
limits required are obtained by subcontractors.
NOTE: No contract shall form until and unless a copy of the Certificate of lnsurance with
Endorsement, properly completed and in the amount required, is attached hereto.
Professional Services Agreement
Page 19
I