HomeMy WebLinkAboutPSA SkyCorp LTDPROFESSIONAL SERVICES AGREEMENT
This Agreement is made by and between Kittitas County (hereinafter "the County")
and SkyCorp LTD (hereinafter "Contractot"). The County and Contractor agree as follows:
General Conditions; Exhibit A (Scope of Work); Exhibil 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 July 5, 2A22, and continue until
completion of the project. Any party may terminate this Agreement by giving thirty (30) days'
notice ln writing either personally delivered or mailed postagejrepaid by certified mail,
return receipt requested, to the party's last known address for the purposes of giving notice
under this paragraph.
Contractor acknowledges and by signing this Agreement agrees that the
lndemnification prcvisions set forth in Paragraphs 7 (lndependent Contractor), I (Taxes),
15 (Defense and lndemnity Agreement), 21 (PatenUCopyright lnfringement) and 24
(Confidentiality), arc totally and fully part of this Agreement and have been mutually
negotiated by the parties.
Profeselonal Servlces Agreement (rov. 09/24n018)
Page 1 of18
. . lN WITNESS WHEREOF, the parties have executed this Agreement this
$Lill+' 2a22'
APPROVED:
.14vto<4 dTp,BOARD OF COUNTY COMMISSIONERS
KITTITAS COUNTY, WASHINGTON
ABSENT
of Laura Osiadacz, Chairman
(Date -7'tt'27
)
SKqbr' Nd*+l
Print of Signatory Wright,
rssoner
Wo^,
\\llllllll//
Contractor Address:
526 A/t^/ 4vc # l{
Aditnalhn,wA q!227
Project Contact:
SkylerWaldal
Profsesional Servlcas Agreement ( rev. 0gn4/201 8)
Page 2 of 18
Attest:
Board
as to Form:
Deputy Prosecuting Attomey
CounSr's Address:
Kittitas County
205 West Sth Avenue, Suite 108
Ellensburg, WA 98926
Projact Contact:
PattiStacey
(
GENERAL CONDITIONS
1. Soose of Con&aotot's $eryies:
Contractor agrees to provide to tre Gounty seryices and any materials setforth in the project
nanative identified in Exhibit"A"duringftreAgreementperiod. No material,labor, orfacilities
will be fumished by the County, unless otherwise provided for in the Agreement.
2. Performance of Wqd(
Contractor shall perform work in accordancewith, and shall complywith, allof the provisions
of this Agreement. Allwork shallcomplywith applicable codes and ordinances"
3. Schedule of Performance:
Unless directed othenuise 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 diredors, officers, employees, agents and representatives of
the Gounty and its successors and assigns.4.2 "Support" means the following: Contractor's directors, officers, employees,
agents and representatives; and sub-Contractors of any tier; the rcspective
directors, officers, employees, agents and representatives of these sub-
Contractors of any tier and any other person or entity acting under lhe
direc{ion or control of, or on behalf of, Contractor or any Contractor"s sub-
Contractors of anytier in connection with or incident to the performance of the
Work or this Agreement.4.3 The "Workn 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. Accountino and Pavmentfor Contractor Services:
Payment to the Contractor for services rendered under this Agreement shall be as set forth
in Exhibit "8". Where Exhibit "Bo requires payments by the County, payment shallbe based
upon billings, supported unless otherwise provided in Exhibit "8", bV documentation of units
of work actually pedormed and amounts eamed, including where appropriate, the actual
numberof days worked each month, totalnumberof hours forthe month, and the totaldollar
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 expense$ incuned by the Conkactor in performance of this
Agreement.
Where required, the Oounty shall, upon receipt of appropriate documentation, compensate
the Contractor, no more often than monthly, through the Gounty voucher system, for the
Contractor's selice Bur€uant to the fiee schedule set forth in Exhibit "B",
Profession al Services Agreament (rev. 092!V201 8)
Page 3 of 18
6. Asqicnment and $ubontractinq:
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 Coung.
7. lndenendent Contraotor:
The Contractot's services shall be fumished by the Contractor as an independent Contractrrr
and nothing herein contained shall be construed to create a relationship of employer-
employee or master-servant, but all payments made hereunder and allservices 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 "B" 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 Kitti'tas County employees.
Contractor will defend, indemnifu and hold harmless the County, its Additional lnsureds,
officers, agents or employees from any loss or expense, including but not limited to
settlements, judgments, $etoffs, attorneys' fees or costs incurred by reason of claims or
demands because of breach of the provisions of this paragraph.
L No Guarantee of Emplovment:
The performance of all or part of this Agreement by the Contractor shall not operate to vest
any employment rights whatsoever and shall not be deemed to guarantee any employment
of the Contractor or any employee of the Contractor or any sub-Contractor or any employee
of any sub-Contractor by the County at the present time or in the future.
9. Taxes:
The Gontractor understands and acknowledges that the County will notwithhold Federalor
State income taxes. Where required by State or Federal law, the Contractor authorizes the
County to make withholding for any taxes other than income laxes (i.e. Medicare). All
compensation received by the Contractor will be reported to the lntemal Revenue Seruice
at the end of the calendar year in accordance with the applicable IRS regulations. lt is the
responsibllity of the Contractor to make the necessary estimated tax payments throughout
the year, if any, and the Contractor is solely liable for any tax obligation arising from the
Contractor's performance of *ris Agreernent. The Contractor hereby agrees to indemnify
the County against any demand to pay taxes arising fnom the Contractor's failure to pay
taxes on compensation eamed pursuantto this Agreement.
The Countywillpay sales and use taxes imposed on goods orservices acquired hereunder
as required by law. The Contractor must pay all other taxes including, but not limited to:
Business and Occupation Tax, taxes baged on the Contractor'$ gross or net income, or
personal property to which the Goun$ does not hold tltle. The County is exempt from
Federal Excisa Tax.
Pnofessional Servlces Agreement (rev, 09f2420 1 8)
Page 4 of 18
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 exhibits.
11. Risht to Review:
This contract is subject to review by any Federal orState auditor. The County or its designee
shall have the right to review and monitor the financial and service components of this
program bywhatever means are deemed expedient bythe 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 wtrich 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 Agreernent. Any and all agreed
modifications shallbe in writing, signed by eactr of the parties.
12.2 The County may, at any time, by writien notice thereof lo 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 Wo*.
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 ln 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 aniving at a rnutually acceptable
equitable adjustment, Contractorshallpnoceed in accodance with all Change
Notices. Contractor must, within thirll, (30) days after reoeipt of any Change
Notice that does not set forth any acceptable adjustment, submit to the County
a written statement setting forth any adjustrnent claimed.
12.5 lf any change results in a deerease ln the Wo* perfrornned, Contractor shall
be entitled to compensation associated with changing the Work, such as
Profaselonal Senrlces Agreement {rev . 0512412018)
Page 5 of 18
revising design already completed, revising calculations already performed,
and rcvising documents.
13. Tcmohation for Default:
lf the Contractor defaults by failing to perfurm any of the obligations of Sre 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 opton, obtain performance of the work elsewhere. lf the Agreement is
terminated ior defuult, 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 mst or
damage to the Coun$ 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 incuned 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. Temination for Publio Convenience:
The County may terminate the Agreement in whole or in part whenever the County
determines, in its sole discretion that such termination is in the best interests of the County.
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 thd contract price for partially completed items of work will be
made, but such adjustmentshall not include provision for loss of anticipated profit on deleted
or uncompleted work. Termination of this Agreement by the County at any time during the
term, whether for default or convenience, shall not constitute a breach of contract by the
County.
15. Defense & lndemnity Asreement:
The Contractor agrees to and shall defend, indemnify and hold hannless the County, its
Additional lnsureds, appointed and elective officers, agents and ernployees, from and
against all loss or expense, including br.rt not limited to judgments, settlements, attomey's
fees and costs by reason of any and all claims and demands upon the County, its Additional
lnsureds, lts elected or appointed officials, agents, or employees for damages because of
personal or bodily lnjury, including death at any tlme resultlng thereftom, sustained by any
psrson or persons and on account of damage to property including loss of use ther€of,
whether such inJury to persons or damage to property is due to the negligence of the
Probssional Services Agreament (rsv, 09/24201 8)
Page 6 of 18
Contractor, its sub-Contractors, its elected officers, employees or their agents, except only
such injury or damage as shall have been occasioned by ihe 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 tris @ntract,
except as expressly provided herein.
16. lnduslrial lnsuranqe Waiver:
With respect to the performance of this Agreement and as to claims against the County, its
Additional lnsureds, officers, agents and employees, the Contractor expressly raraives 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 indemnifir, 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.
18. Withholdins Pqvment:
ln the event the Contractor has failed to perform any obligation to be performed by the
Contractor under this Agreement within the time setforth in this Agreement, then the County
may, upon written notice, withhold all monies due and payable to Contractor, without
penalty, until such failure to perfurm is cured or otherwise adjudicated.
19. Future Non-Allocationof 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 seMces or
amounts incuned after the end of the cunent fiscal period. No penalty or expense shall
aocrue to the County in the eventthis provision applies,
20. Contractor Cemmitmentg. Warranties and Representations:
The Contractor represents and wanants to the County as follows:20J The Contractor is duly incurporated, 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.
20,2 The Cpntractor has the authority to execute this Agreement, to make the
representations and wamanties set forth ln it and to perform the
obligations of the Contractor under this Agreement in accordanoe with its
terms.
ProfEssional Services Agreement (rev. 09/2/U201 8)
Paga 7 of 18
20.3
20.4
24.5
20.9
This Agreement has been validly executed by an authorized
representative of the Conbactor and constitutes a valid and legally
binding and enforceable oblQation of Contractor.
The Contractor has orwillobtain 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
obllgations under this Agrcement.
The Contractor is not in violafion of any applicable law, ordinance or
regulation the consequence of which willor 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 Agreernent.
None of the representations or wananties 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 underthis Agreement,
contains or will contrain any untrue statement of a material fact or omits or
will omit to state a materialfact necessary to make the statements of fuct
contained therein not misleading.
21. PatenUCopyrisht lnfrinqement:
Contractor will defend and indemnfi the County ftom any claimed action, cause or demand
brought against the County; to the extent sural'l action is based on lhe claim that information
supplied by the Contractor infringes any patent or copyright. The Contractor will pay those
costs and damages attributable to any such clairns that are finally awarded against the
County in any action. Such defense and payrnents are conditioned upon the following:
21 .1 Contractor shall be notified promptly in wrtting 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 he information, in the event such
claim of infringement is made, provided no reduction in performance or loss
results to the County.
22. Diqputes:
22.1 General
Differences betrreen he Corrtractor and the Counly, arising under and by
virtue of the Agreement Docurnents shall be brought to the attention of the
eounty at the earliest possible time in orderthat such matters may be settled
or other appropriate aetion prcrnptly taken. Except for such objections as are
made of record ln the maRner heneinafier specified and within the time limits
stated, the records, order€o instructions, and decisions of the Kiilitas County
Commissioners shall be fr nal and conclusive.
Professional Services Agreement ( rev. 09/24201 8)
Page 8 of 18
22.2 Notice of Potential Claims
The Contractor shall not be entitled to additional compensation which
othenruise 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 occurence, unless
the Contractor has given the County a written Notice of Potential Claim within
ten (10) days of the @mmencement of the act, failure, or event giving rise to
the claim, and before final pqlrpent by the County. The written Notice of
Potential Claim shall set forth the reasons for which the Contractor believes
additional compensation or extension of tlme is due, the nature of the cost
involved, and insofaras possible, the amountof the potentialclaim. Contractor
shall keep full and complete daily records of the work performed, labor and
materialused, and allcosts and additionaltime claimed to be additional.
22.3. Detailed Claim
The Contractor shall not be entitled to claim any such additional
compensation, or extension of time, unless within thirty (30) days of the
completion of the portion of the work from which the claim arose, and before
final payment by the County, the Contractor has given the County a detailed
written statement of each element of cost or ottrer compensation requested
and of all elements of additional time required, and copies of any supporting
doouments evidencing the amount or extension of time claimed to be due.
23. Ownership of ltems Produced:
All writings, progr€rms, data, public records or other materials prepared 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.
24. Confidentialitv:
The Contractor, its employees, sub-Contractors, and their employees shall maintain the
confidentiality of all information provided by the Gounty or acquired by the Contractor in
pedormance of this Agreement, except upon the prior written consent of the Kittitas County
Prosecuting Attomey or an order entered by a court after having acquired Jurisdiction over
the County. Contractor shall immediately give to the County notie of any judicial
proceedings seeking disclosure of such information, Contractor shall indemnify and hold
hannless the County, its Additional lnsureds, officials, agents or ennployees from all loss or
expense, including, but not limited to settlements, judgments, setoffs, attorneys'fees and
costs resulting from Contractorrs breach of this provision.
To the extent that any information obtained by the Contractor is required to be shared with
or provided to others by the terms of the Sbtement of the Work, this provision is not
breached by such acts.
25. Notiee:
Probsslonal Serulces Agreemont (rev, Agn4nUSl
Page I of 18
Except as set foilh elsewhere in the Agreement, for all purposes under this Agreement
except service of process, notice shall be given by the Contractor to the depar&nent head
of the department for whom services are rendered, and to the Kittitas Gounty
Commissioners, 205 W 5h Ave, Suite 108, Ellensburg, WA 98926. Notice to the Contrac{or
for all purposes under this Agreement shall be given to the address reflected on tre
signature page. Notice may be given by delivery or by depositing in the U.S. Mail, first class.
postage prepaid.
26, Severabilltv:
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 sever:able.
27. Miscellaneous:
27.1 The County's failure or delay to insist upon strict performance of any of the
provisions of this Agreement or to exercise any rights or remedies under this
Agreement shall not be construed as a waiver or relinquishment to any extent
of its rightto assert or rely upon any such provisions, rights or remedies in ttat
or any other instance; rather lhe 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, regading the
Work. No change, amendment or modification of any provisions of this
Agreement shall be valid unless set fortr in a written instrument signed by he
party to be bound thereby.
27.3 The rights and remedies of the County set forth in any prcvision of this
Agreement arc 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 Contraoto/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
sectlons 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 Agreement shall be held to be
waived, modified ordeleted exceptby an instrunnent, in writing, signed by the parties hereto.
29. Survlwl:
The provisions of paragraphs 7, 9, 11, 13, 14, 15, 16,17,18, 19, 20,21,22,23,24,28,30,
31, and 32 shall suMve, notwithstanding the tennination or invalidity of thls Agreement for
any reason,
Profsssional Servlces Agraement (rev, 0924/2018)
Page 10 of 18
30. Nondiscrimination:
30.1 The County is an equalopportunity employer.
30.2 Nondiscrimination in Employment
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, sexualorientation,
maritalstatus, 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 shallensure that applicants are employed,
and that employees are treated during employmentwithout
discrimination because of their race, creed, color, nationalorigin, 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 advertislng, layoff or termination, rates of pay or other
forms of compensation, and programs for training includinE
apprenticeships. The Contractor shall take such action with respect to
this Agreement as may be required to ensure fullcompliance with
local, state and federal laws prohibiting discrimination in employment.
30.3 Nondiscrimination inServices
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, nationalorigin, sex, sexualorientation, marital status, age or
the presence of any sensory, mental or physical handicap.
30.4 lf any assignment and/or subcontracting has been authorized by the
County, said assignment or suboontract shall include appropriate
safeguards againstdiscrimination. The Contractor shall take such
actlon as may be required to ensure full compliance with the
provisions in the immediately preceding paragraphs herein.
31. PrevailinqWaqe:
Contractor shall pay the prevailing rate of wages to all workers, laborers, or mechanics
employed in the performanee 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 sehedule
of prevailing wages rates for the locality or localities of the Work is determined by the
Professlonal Services Agreement (rev. 09/2420 1 8)
Page11 of18
lndustrial Statistician of the Department of Labor and lndustries. lt is the Contractor's
responsibility to verifu the applicable prevailing wage rate. lt is understood that the
Contractor is responsible for obtraining and completlng 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 blnding on all parties involved in the dispute as provided for by RCW
39.12.060.
32. Debarment Certifi cation:
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 County, been convicted of or had a civiljudgment rendered
against them for commission of fraud or a criminal offense in connection
with obtaining, aftempting 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 othenrvise criminally or civilly charged by a
governmental entity (Federal, State, or local) with commission of any of
the offenses enumerated in paragraph 32.2 ol 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.
Professlonal Services Agreement (rev. 09/24&018)
Page'12 of 18
EXHIBIT "A'
SCOPE OF WORK
ln addition to providing all materialand labor, the Contr:actor shall perform the following
1. The Contractor is to remove 6 units llsted below along with all accessory attachments
and
a) Unit 1
b) Unit 14
c) Unit 27
d) Unit 29
e) Unit 51
0 Unit 53
2. The Counly has tumed off all water and power to these units, but the Contractor is
responsible for disconnecting all utilities ftorn the un[ts and marking the utilities per City
of Ellensburg requirements.
3. To the extent possible the Contractor is to recycle as much of the metal as possible.
4. Contractor is responsible for removing and dlsposing of all garbage and other materials
inside and outside or tha units.
5. A Hazardous material assessment has been conrpleted for all of the structures and all
identified materlals will need to be removed in accordance with industry slandards.
6. The Contractor is responsible for obtaining allnecessary permits, licenses, and
insuranca, and ensuring all related regulatory cornpliance under Federal and State law,
including those specific requiremenis of the Washington Department of Labor and
lndustries, Clty and County.
Pmfessional $ewlces Agreement (rev, 05124 129181
Page 13 of 18
EXI{lplr "8"
COMPENSATION
As full compensation for satlsfactory performance of the work, the Gounty shall pay
Contractor compensation not to exceed:
Mobilization:$2,000.00
Removal of Mobile homes
And Accessory attachments
Site Restoration
Sales Tax8.4%
Total
ProfeeEional Sewlcoe Agraoment (rev. 0gl24,nci$')
Page 15 of18
$53,500,00
$1,800.00
$4813.20
$62,113.20
EXHIBIT'C'
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, darnages and expenses arising out of
personal injury (including death)or propertydamage thatmay resultfrom performanceof
the work or this Agreement, whether such performan@ 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
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:
X Commercial General Liabilitv lnsurance
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 offenser Certificate Holder- Kittltas County. The Certificate must name the County as additional insured. Si)dy (60) days written notice to the County of cancellation of the insurance
policy
f Commercial Automobile Liabilitv lnsurance (if ANY use of vehicle in performance)
Automobile Liability for owned, non-owned, hired, and leased vehicles (MCS 90
endorsement and a CA 9946 endorsemenf must 6e attaehed if 'pollutants' are Io be
fransporfed). Coverrage limits not less than:. $1,000,000 combined single limitr Thirty (30) days written notice to the County of cancellation
of the lnsurance policy.
fl WotkErs' Comngn-sgtion
Profusslonal Servloes Agreement (rev, 0Sn4nA18)
Paga 16 of 18
Additiottal Cove:rage May Be Required:
Workers'Compensation in amounts required by law
I Ston GaolEmplovers 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.
I Professional Liability
The Contractor and/or its Subcontractor and/or its consultant providing
professional services shall provide evidence of Professional Liability lnsurance
covering professional erors and omissions. Such policy must provide the following
minimum limits:. $1,000,000 per claim. $2,000,000annualaggregate. lf insurance is on a claims-made form, its retroactive date, and that of all
subsequent renewals, shall be no later than the effective date of this
Agreement.
fl Pollution Liability
The Contractor shall provide a Pollution Liability policy, providing coverage for
claims involving bodily injury, property damage (including loss of use of tangible
property that has not been physically injured), cleanup costs, remediation, disposal
or other handling of pollutants, including costs and expenses incuned in the
investigation, defense, or settlement of claims arising out of:. Contractor's operations related to this projecti and/or. Remediation, abatement, repair, maintenance or other work with lead-based
paint or materials containing asbestos; and/orr Transportation of hazardous materials awayfrom any site related to this project
Such Pollution Liability policy shall provide the following minimum coverage:r $ per claimr $ annual aggregate
ffi Propertv Damaoe
The Gontractor shall provide a policy that covers damage to Kittitas County
facilities, lncluding buildings, equipment, grounds, etc. Such policy shall provide
the following minimum coverage:r $ peroccurrence
E Umbre[a-coveraoe
Professional Services Agroement (rcv. AgE4l2O1 8l
Page17of18
Umbrella policies shall provide coverage at least as broad as specified for
underlying coverages (CGL, Auto, Employer's Liability) and coverthose insured in
the underlying policies, including additional insured.r Amount required forthis Agreement: $
Contractor shall fumish the County a Certificate of lnsurance to include the Policy
Endorsements/Exclusions 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 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 wellas to any temporary structures, scaffolding and protective fences.
The Contractor shall have sole responsibility for ensuring the insunance @verage 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 expen$e, 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.
Profeselonal Servlces Agrcemant {rev. 09n4/201 8)
Page 18 of 18
-,^rACORD'\:...,/"
SKYCLTD.Ol
CERTIFICATE OF LIABILITY INSURANGE
, @ 1980"2015 ACORD CORPORATION. All rtghte rsservsd.
The ACORD namo aRd logo are regtstered marke of A,GORD
DATE (MilOOAYYY)
llnna22
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORUANON ONLYANDCONFERSNOR]GHTSUPONTHECERTIFICATEHOLDER.THIS
GERTIRCATE DOES NOT AFFIRMATTVELY OR HEGATfVELY AIIEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY1TIEPOLICIESBELOW. THIS CERTIFICATE OF INSURANGE DOES .IIOT GONSNfl,TE A CONTrtAcT BETwEEN THE IssuING nrsun-n1s1,IuruonrzeoREPRESEN?ATIVE OR PRODUCER, AND THE CERNHCATE HOIDER.
IIIPORTANT:the cafilflcatetf havemust INSUREDADDITIONAL or endolsed,beprovielon6tflsSUBROGATIONWAIVED,certeln statemeht onendolsement,Aanrequircmaythls
NSURED
PRODUCER
Skycorp LTD.
528 NW Ave StE, 11
Arllngton, WA 98223
INSURER F
i'Ft*-*-t (AiC, No):740-5216
a7
.. .... -llAtc f
.19412
OF INSURANCE POLrcY
POLICIES OF INSURANCE LISTED BELOWHAVE
ANY REQUIREMENT, IERM OR CONOMON OF
lsTHIS CERTIFYTO THAT THE rssuEDBEEN TO THE NAMEDINSURED FORABOVE POLICYTHE PERIODINDICATED.NOTWTHSTANDING ANY GONTRACT OTHEROR WTTIDOCUMENT TORESPECT THISWHICHCEKIIFICATEMAYISSUEDBEMAYORTHEPERTAIN.AFFORDEDINSURANCE 8Y THE DESCRIBEDPOLICtES HEREIN ALLTOSUBJECT THE TERMS.AND POLTCtES.SUCH LIMITS HAVEMAY REDUCEDBEEN PAIDBY
COt irlERClAL GENERAL LIABILITY
cLATMs.MADE [!i occu^
LIMIT
PRO-
JECT
APPLIES
t_lPOLICY
x
j
I
PER
LOC
x {/4n022 4t412023
5,000
2,000,000
E_-
c
$
$.
$... .
s-_
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Ixi
ANYAUTO
OWNED
AUTOS ONLY
HIRED
AUTOS ONLY
SCHEDULED
AUIOS
NON,OWNED
AUTOS ONLY
,n
lJ-l
AUTOITIIOBILE LIABILITY
414t2022
..$..-..
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Clj|MS.MAOE
X OCCUR
EXGESS LIAB
x
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4t412022 11412023
D
S
xWqKSRS COMPENSATION
AND EI9FLOVERS' LIASILITY
ANY PROPRIETORiPOA't.''**'"*'U' F{OEFICER,MEMBEREXCLUDED? I Illlnndilortln NH) -J N'A 411E$22 4t412023
D
$
county l* Addltlonal lnsurod wlth respoct to thc Genaral Llqhlllty par form attached.
OF OPERATIONg I LOCATIONE
at 1200 E Unlverslty Way
Rcmrrks Sahodulo,bo lf more!thched IEmtygpa00 tequlr.dlMHTCLES (AGORD lo'|.AlMluont
Ellengburg, WA 9t926
StaceyPsfty
SHOUTD ANY OF TIIE ABOVB DESCRBED POLICIES BE GANCELLED BEFORETHE EXPTRATION DATE IHEREOF, NOT|CE WrL BE DeLNERBD tN
ACCORDAI{CE WITH THE POLICY PROVISIONS.
Klttllas County
206 Weat 6th AvE, Sulte 108
Ellenrburg, WA 98926
AUTHORIZSD BEPRESENTATIYE
@-
ACORD 25 (2018/03)
POI-ICY NUMBER: ENV562001 2ZZ{g COMMERCIAL GENERAL UABILITY
cG 20 37 07 04
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT GAREFULI.Y.
ADDITIONAL INSURED - OWNERS, LESSEES OR
CONTRAGTORS - GOMPLETED OPERATIONS
This endorsement modifies insurance provided under tha following:
COTVIMERCIAL GENEML LIABILITY COVERAGE PART
SCHEDULE
Name Of Addltional lnsured Person(s!
Or Organization(sl:of
Any person or organ ization for whom you are
performing operations when you and such person or
organization have agreed
agreement, effected prior
tn writing tn a contract or
to the date youroperations
for that person or orgenization commenced, that such
or organization be added as an additionalperson
insured on your policy
ln respect to any location wherethe named insured is
performing "your work".
lnformation required to comnlete this Schedule, if not shown above. will ba in the Declarations.
Section ll - Who la An lnsured is amended to
include as an additional insured the person(s) or
organization(s) shown in the Schedute, but only with
respect..to liabili$ for "bodily injury" or ',property
damage" caused, in whole or in psrt, by "your worK'at the location designated and described in the
schedule of this endorsement performed for lhat
additional insured and lncluded in ihe "products-
completed operations haeard".
cG 20 37 07 04 @ ISO Properties, lnc,, 2004 Page I of I
THIS ENDORSEMENT CHANGES THE POLIGY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED . OWNERS, LESSEES OR
CONTRACTORS - SCHEDULED PERSON OR
ORGANIZATION
This endorsement modifies insurance provided under the following:
COMMERCIAL GENEML LIABILIry COVERAGE PART
SCHEDULE
PoLlcY NUMBER: ENVS 62 0 0 1 27 7 -A 3
Section ll - Who ls An lnsured is amended to
include as an additional insured the persgn(s) or
organization(s) shown in the Schedule, but only with
respect to liabilig for "bodily injury", "property
damage" or "personal and advertising injury" caused,
in whole or in part, by:
COM M ERCIAL GENERAT LIABILITY
cG z0 10 07 04
8. With respect to the insurance afforded to these
additional insureds, the following additional exclu-
sions apply:
This insurance does not apply to "bodily injury" or
"property damage" occurring aft,er:
l. All work, including materials, parts or equip-
ment furnished in connection with such work,on the project (other than service,
maintenance or repairs) to be performed by or
on behalf of the additional insured(s) at the
location of the covered operations has been
completed:or
2. That portion of "your work" out of which the
injury or damage arises has been put to its in-
tended use by any person or organization
other than another contractor or subconfactor
engaged in performing operations for a
principal as a part of the same proiect
A.
t. Your acts or omissions; or2. The acts or omiesions of those acting on your
behalt
in the performance of your ongoing operations for the
additional insured(s) at the tocation(s) designated
above.
Name Of Additional lnsured Person(s)
Or Orsanization(s):
Location(s) Of Covered Operations
Any person or organization for whom you are performing
operations when you and such person or organization have
agreed in writing in a contract or agreement, effected prior
to the date your operations for that penson or organization
commenced, that such person or organization be added as
an additionalinsured on your policy.
ln respect to any locatioh where the named insured is
performing "your work".
lnformation required to complete this Schedule. if no shown above, will be shown in the Declarations
cG 20 10 07 04 @ ISO Propertias, lnc., 2004.Page t of1