HomeMy WebLinkAbout509 Facility ServicesKittitas County
Review Form
Grants &Contract Agreement
Today's Date PA Camas Request #:5368111/16/2022
Fund/Department Agenda Date116-Public Health
Contract/Grant Information
Contract /Grant Agency:509 Facility Services
Period Begin Date:10/01/2022 Period End Date:10/01/2023
Total Grant/Contract Amount:See Exhibit B
Grant/Contract Number:40.00 per hour (3 hour minimum)/Decontamination 165.00 plus,.30 SF plus,
applicable sales tax for each space decontaminated.
Contract/GrantSummary:
Kittitas County Public Health facilitates the isolation and quarantine of families,and individuals who are
without means to provide a safe shelter in the event of a positive COVID19 test or exposure to a positive
individual for the duration of a quarantine period.Once the premises that are contracted are vacated by
the exposed/positive individual cleaning services provided by 509 cleaning are utilized to sanitize the
housing unit to prepare for the next tenant.
Recommendation for Board of Health Review on
Department Head Signature:,Director Date:
Kittitas County Prosecutor,Auditor,and Board of Health Review and Comment:
APPROVED AS TO FORM:
Signature of Prosecutor's Office Date
Signature of Auditor's Office Date
Verification the Contracting Agency is not Suspended/Disbarred:
Agency is not suspended/disbarred O Not Checked (reason)
Grant/Contract Review Page 1
I
Financial Information
Total Amount State Funds $Federal Funds
Percentage County Funds Matching Funds $CFDA#
In-Kind $
Explain
Is Equipment being purchased?Who owns equipment?
New Personnel being hired?Contact HR hiring --reporting requirements
Future impacts or liability to Kittitas County:
Budget Information
Budget Amendment Needed?Yes [¯]attach budget form No why not
New Division created?
Expense Code 116.612.39.23.54101
Pass Through Information
Agency to Pass Through
Amount to Pass Through $
Sub-Contract Approved Date:
Prosecutor Review
Has the Prosecutor reviewed this agreement?Yes No O
County Departments Impacted
Auditor Facilities Maintenance
Information Services Human Resource
Prosecutor Treasurer
BOCC Approval Needed?
Yes [Xj -Resolution No O
Staff Member Presenting:Jesse Cox
Assignment of Tracking Information
Auditor's Office
Human Resource
Prosecutor's Office
Who Signed the grant application
Grant/Contract Review Page 2
COVID-19 ISOLATION&QUARANTINECLEANING AND DECONTAMINATION
PROFESSIONALSERVICES AGREEMENTAMENDMENT
This Agreement is made by and between Kittitas County (hereinafter "the County")
and 509 Facility Services,Inc.(hereinafter "Contractor").The County and Contractor agree
as follows:
General Conditions;Exhibit A (Scope of Work);Exhibit B (Compensation);
Exhibit C (Proof of Insurance);Exhibit D (Centers for Disease Control and
Prevention Cleaning and Disinfecting Your Facility)
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 of October 2022 and continue
to October 1,2023.This Agreement may be renewed for additional periods up one year
upon execution of an amendmentfor renewal by the parties.Any party may terminate this
Agreement by giving thirty (30)days'notice in writing either personally delivered or mailed
postage-prepaid by certified mail,return receipt requested,to the party's last known address
for the purposes of giving notice under this paragraph.Termination of this Agreement is
limited to the circumstances outlined in sections 13 and 14 below.
Contractor acknowledges and by signing this Agreement agrees that the
Indemnification provisions set forth in Paragraphs 7 (Independent Contractor),9 (Taxes),
15 (Defense and Indemnity Agreement),21 (Patent/Copyright Infringement)and 24
(Confidentiality),are totally and fully part of this Agreement and have been mutually
negotiated by the parties.
Professional Services Agreement
Page 1 of 21
IN WITNESS WHEREOF,the parties have executed this Agreement this day
of ,2022.
APPROVED:
BOARD OF COUNTY COMMISSIONERSKI¯lTITAS COUNTY,WASHINGTON
Signature of Signatory Chairman
(Date )
Print Name of Signatory Vice-Chairman
Commissioner
Attest:
Clerk of the Board
Approved as to Form:
By:
Deputy Prosecuting Attorney
Contractor Address:County's Address:
509 Facility Services Kittitas County
400 Pebble Beach Dr 205 West 5th Avenue,Suite 108
Cle Elum,WA 98922 Ellensburg,WA 98926
Professional Services Agreement
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Project Contact:Project Contact:
Joe Mehlhoff Kate Johnson
Professional Services Agreement
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GENERALCONDITIONS
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 "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 comply with,all of the provisions
of this Agreement.AII work shall comply with applicable codes and ordinances.
3.Schedule of Performance:
Unless directed otherwise by the County,Contractor shall perform the work in accordance
with any schedules made a part of this Agreement.
4.Definitions:
4.1 "Additional Insureds"means the County,its successors and assigns,and
the respective directors,officers,employees,agents and representatives of
the County 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 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.
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.Accounting and Payment for Contractor Services:
Payment to the Contractor for services rendered under this Agreement shall be as set forth
in Exhibit "B".Where Exhibit "B"requires payments by the County,payment shall be based
upon billings,supported unless otherwise provided in Exhibit "B",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 "B"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
Contractor's service pursuant to the fee schedule set forth in Exhibit "B".
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6.Assignment and Subcontracting:
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.Independent Contractor:
The Contractor's services shall be furnished by the Contractor as an independentContractor
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 "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 Kittitas County employees.
Contractor will defend,indemnify,and hold harmless the County,its Additional Insureds,
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 whatsoeverand 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 Internal Revenue Service
at the end of the calendar year in accordance with the applicable IRS regulations.It 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 indemnify
the County against any demand to pay taxes arising from the Contractor's failure to pay
taxes on compensation 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 income,or
personal property to which the County does not hold title.The County is exempt from
Federal Excise Tax.
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10.Requiations 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.Right 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 whatevermeans 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 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 suspension of performance of
any Work.
12.3 If 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
adjustmentin 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 If any change results in a decrease in the Work performed,Contractor shall
be entitled to compensation associated with changing the Work,such as
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revising design already completed,revising calculations already performed,
and revising documents.
13.Termination for Default:
If the Contractor defaults by failing to perform any of the obligations of the 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.If 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.
If 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 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.In the event of such termination,an equitable adjustmentshall be made in
the compensation payable to Contractor.
An equitable adjustmentin the 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,whetherfor default or convenience,shall not constitute a breach of contract by the
County.
15.Defense &Indemnity Aqreement:
The Contractor agrees to and shall defend,indemnify and hold harmless the County,its
Additional Insureds,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
Insureds,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
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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 Insureds,appointed or elected officials,agents,or employees.It is further
provided that no liability shall attach to the County by reason of entering into this contract,
except as expressly provided herein.
16.Industrial Insurance Waiver:
With respect to the performance of this Agreement and as to claims against the County,its
Additional Insureds,officers,agents and employees,the Contractor expressly waives its
immunity under Title 51 of the Revised Code of Washington,the Industrial Insurance Act,
for injuries to its employees and agrees that the obligations to indemnify,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:
In 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.Withholding Payment:
In 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.
19.Future Non-Allocation of Funds:
If 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.Contractor Commitments,Warranties 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 obligationsunder this
Agreement.
20.2 The Contractor has the authority to execute this Agreement,to make the
representations and warrantiesset forth in it and to perform the
obligationsof the Contractor under this Agreement in accordance with its
terms.
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20.3 This Agreementhas been validly executed by an authorized
representativeof the Contractor and constitutes a valid and legally
binding and enforceable obligationof Contractor.
20.4 The Contractor has or will obtain prior to the commencementdate such
licenses,permits and other authorizations from federal,state and other
governmentalauthorities,as are necessary for the performance of its
obligationsunder this Agreement.
20.5 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 judgmentof any court,tribunal or
governmentalagency which materially and adversely affects its
operationsor assets in the State of Washington,or its ability to perform
its obligationsunder this Agreement.
20.6 None of the representations or warranties in this Agreement,and none of
the documents,statements,certificates or schedulesfurnished or to be
furnished by Contractor pursuant hereto or in connection with the
performance of the obligationscontemplatedunder this Agreement,
contains or will contain any untrue statementof a material fact or omits or
will omit to state a material fact necessary to make the statementsof fact
contained therein not misleading.
21.Patent/Copyriqht InfrÍngement:
Contractor will defend and indemnify the County from any claimed action,cause or demand
brought against the County;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:
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 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.
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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 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 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 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.
23.Ownership of Items Produced:
All writings,programs,data,public records or other materials prepared by the Contractor
and/or its consultantsor sub-Contractors,in connection with performance of this Agreement
shall be the sole and absolute property of the County.
24.Confidentiality:
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 upon the prior written consent of the Kittitas County
Prosecuting Attorney or an order entered by a court after having acquired jurisdiction over
the County.Contractor shall immediately give to the County notice of any judicial
proceedings seeking disclosure of such information.Contractor shall indemnify and hold
harmless the County,its Additional Insureds,officials,agents or 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.
To the extentthat any information obtained by the Contractor is required to be shared with
or provided to others by the terms of the Statement of the Work,this provision is not
breached by such acts.
25.Notice:
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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 5th 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.
26.Severability:
If 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.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 relinquishmentto 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.
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,amendmentor 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.
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 Agreementare 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 Agreement shall be held to be
waived,modified or deleted except by an instrument,in writing,signed by the parties hereto.
29.Survival:
The provisions of paragraphs 7,9,11,13,14,15,16,17,18,19,20,21,22,23,24,28,30,
31,and 32 shall survive,notwithstanding the termination or invalidity of this Agreement for
any reason.
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30.Nondiscrimination:
30.1 The County is an equal opportunity employer.
30.2 Nondiscrimination in Employment
In 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,
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 employmentwithout
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
recruitmentadvertising,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.
30.3 Nondiscrimination in Services
The Contractor will not discriminate against any recipient of any services
or benefits provided for in this Agreementon the grounds of race,
creed,color,national origin,sex,sexual orientation,marital status,age or
the presence of any sensory,mental or physical handicap.
30.4 If any assignmentand/or subcontracting has been authorized by the
County,said assignment or subcontract shall include appropriate
safeguards againstdiscrimination.The Contractor shall take such
action as may be required to ensure full compliance with the
provisions in the immediately preceding paragraphs herein.
31.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
and the rules and regulationsof the Department of Labor and Industries.The schedule
of prevailing wages rates for the locality or localities of the Work is determined by the
Industrial Statistician of the Department of Labor and Industries.It is the Contractor's
responsibility to verify the applicable prevailing wage rate.It is understood that the
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Contractor is responsible for obtaining and completing all required governmentforms
and submitting same to the proper authorities.
Disputes regarding prevailing wage rates shall be referred for arbitration to the Director
of the Departmentof Labor and Industries.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 Is not presently debarred,suspended,proposed for debarment,declared
ineligible or voluntarilyexcluded from covered transactions by any Federal
departmentor 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 civil judgment 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 Is not presently indicted for or otherwise criminally or civilly charged by a
governmentalentity (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)terminatedfor cause of default.
33.Background Checks:Contractor shall ensure that all employees and or volunteers
meet background check requirements pursuant to RCW 43.43.830-840.
34:Vehicles,Licenses,and Insurance:County will not provide vehicles for Contractor's
use.Contractor shall ensure that all driver's performing any services under this contract
hold a valid Washington State Driver's License and ensure that insurance requirements
found in Exhibit C are met.
35.Federal Emerqency ManaqementAgency:
Non-congregate sheltering and related services must meet the requirements of the
Federal Emergency ManagementAgency (FEMA)and shall not extend beyond a 30-
day duration per the Public Assistance Program and Policy Guide (Chapter 2:VI.B.lO.b
Sheltering).The County will be responsible for seeking necessary FEMA authorization
and non-congregate sheltering extensionsas required by law.
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EXHIBIT "A"
SCOPE OF WORK
The Contractor shall perform the following services as detailed below.
Contractor shall be provided as much notice as possible for decontamination services;
ideally at least 24 hours prior to the time re-entry is allowed.Best practices indicate that
cleaning of the contaminatedarea should be delayed for 24 hours since last occupied,
then cleaned as soon as possible to avoid cross-contamination and allow reuse of the
area.There could be instances where less than 24-hours'notice is provided due to the
urgent need to re-occupy the space(s).
Contractor Responsibilities
Professional decontamination of spaces previously occupied by individuals under isolation
or quarantine orders.Decontamination techniques will follow Centers for Disease Control
and Prevention guidance:"Cleaning and Disinfecting Your Facility"found in Exhibit D.
Spaces covered in this agreement are individual hotel or motel rooms and small housing
units.At such a time that additional services are required,an amendment to the contract
shall be put in place that may include:
•Camp or travel trailers
•Emergency non-congregate sheltering sites
Contractor shall apply disinfectant approved on the Environmental Protection Agency (EPA)
List N:Disinfectants for Use Against SARS-CoV-2 (COVID-19)by means of Victory
Sprayers to cover all surfaces with Novolent surface spray.Should the standard for
disinfecting change per the CDC or EPA,the current requirements will apply.
Contractor shall also provide cleaning services when indicated by the County.Cleaning
services shall consist of:
Restrooms/Kitchens
1.Thoroughly clean all surfaces.
2.Empty trash.
3.Wipe and clean walls as needed.
4.Sweep and damp mop floors.
5.Pour water down drains to keep odors from escaping as necessary.
Common Areas
1.Vacuum all carpeted areas and rugs.
2.Sweep/vacuum and damp mop all hard surface floors.
3.Empty trash,recycle and compost containers.
4.Spot clean walls,doors,doorframes,wall switches,and walls.
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5.Dust/vacuum furniture.
6.Spot clean all entry/relite glass.
7.Dust/damp clean horizontal ledges.
8.Disinfect door handles and highly touched areas
Contractor shall provide all cleaning materials and disinfectant,PPE and all supporting
equipment.Contractor will ensure that all staff are adequately trained and/or fit-tested as
required and use appropriate PPE at all times.
Services shall be performed only as needed and authorized by the Kittitas County Incident
Management Team (IMT)or the Kittitas County Public Health Department(KCPHD).County
shall provide specific service authorization and location details in writing sent to their
designated contact.
Contractor is not obligated to perform services on the following holidays:New Year's Day,
President's Day,Memorial Day,Independence Day,Labor Day,Thanksgiving Day,Christmas
Eve,and Christmas Day.Services on holidays,when requested,shall be charged on an
over-time basis.A holiday on the sixth or seventh day of the work week shall be subject to
additional charge of one full day at straight time if wages are required to be paid for that day.
Please see Exhibit B for compensation rates.
Professional Services Agreement
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EXHIBIT "B"
COMPENSATION
As full compensation for satisfactory performance of the work,the County shall pay
Contractor compensation as follows:
Decontamination/InfectionControl
$165.00 plus .30 cents/sf,plus applicable sales tax for each space decontaminated.
Cleaning
$40.00 per hour with a three-hourminimum.
Overtime
Overtime rates shall be paid as follows:overtime labor at $60.00 per hour (1.5x)and
holiday labor at $80.00 per hour (2x).
ReimbursementProcedures
a.Contractor shall submit invoices twice per month for billing periods of the 1st
through 15th and 16th through the 31st.Invoices may be emailed to Katie
Odiaga at Kittitas County Public Health,katie.odiata@co.kittitas.wa.us
b.All invoices must include the Contract Number and a breakdown of services
provided and locations,including hotellmotellunitroom numbers or facility
names,and dates of service.
c.All invoice corrections must be submitted no later than sixty (60)days after
the last day of the month in which those operating expenses occurred,except
at the end of the fiscal year,when all invoices and corrections must be
submitted by the fifth (Sth)WOrking day of the month following the end of the
fiscal year.
d.The County agrees to make payment for eligible expenses as approved by
the Auditor of Kittitas County with County warrantswithin thirty (30)working
days following receipt of Contractor's claim for reimbursement;provided that
no payment shall be made in the month during which expenses occurred
unless otherwiseapproved by the County.
e.A late charge of one and one-half percent per month shall be paid by the County
to Contractor on any past due payment not received within 30 days following
receipt of Contractor's claim for reimbursement.If the County's account is
referred to an agency or attorney for collection,attorneys'fees and costs of
collection shall be recoverable by Contractor.
Change in Work to be Performed
Professional Services Agreement
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The above price is based upon the service area and frequency of services in the attached
specifications.If there is any change in such area or services,Owner and Contractor agree
to negotiate a reasonable price adjustment.
Extraordinary Cost Changes
If any extraordinaryevent affects Contractor's costs,upon notice to County the parties agree
to negotiate a reasonable adjustment.Such events shall include armed hostilities,riots,
strikes,picketing,boycott,acts of God,national financial or economic disturbances,and other
events not reasonably foreseeable or against which
Professional Services Agreement
Page 17 of 21
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 Insureds
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 VII or better in the most recently published
edition of Best's Reports unless otherwise approved by the County.If 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:
Commercial General Liability Insurance
Coverage limits not less than:
•$1,000,000 per occurrence/$2M aggregate
•Certificate Holder --Kittitas County
•The Certificate must name the County as additionalinsured
•Sixty (60)days written notice to the County of cancellation of the insurance
policy
Commercial AutomobileLiability Insurance (if ANY use of vehicle in performance)
AutomobileLiability for owned,non-owned,hired,and leased vehicles (MCS 90
endorsement and a CA 9946 endorsement must be 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.
Additional Coverage May Be Required:
Workers'Compensation
Workers'Compensation in amounts required by law
Stop GaplEmployersLiability
Professional Services Agreement
Page 18 of 21
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.
Professional Liability
The Contractor and/or its Subcontractor and/or its consultant providing
professional services shall provide evidence of Professional Liability insurance
covering professional errors and omissions.Such policy must provide the following
minimum limits:
•$1,000,000 per claim
$2,000,000 annual aggregate
•If insurance is on a claims-made form,its retroactive date,and that of all
subsequent renewals,shall be no later than the effective date of this
Agreement.
Pollution Liability
The Contractor shall provide a Pollution Liability policy,providing coverage for
claims involving bodily injury,property damage (including loss of use of tangible
property that has not been physically injured),cleanup costs,remediation,disposal
or other handling of pollutants,including costs and expenses incurred in the
investigation,defense,or settlementof claims arising out of:
•Contractor's operationsrelated to this project;and/or
•Remediation,abatement,repair,maintenance or other work with lead-based
paint or materials containing asbestos;and/or
•Transportation of hazardous materials away from any site related to this project
Such Pollution Liability policy shall provide the following minimum coverage:
•$per claim
=$annual aggregate
Property Damage
The Contractor shall provide a policy that covers damage to Kittitas County
facilities,including buildings,equipment,grounds,etc.Such policy shall provide
the following minimum coverage:
•$per occurrence
UmbrellaCoverage
Umbrella policies shall provide coverage at least as broad as specified for
underlying coverages (CGL,Auto,Employer's Liability)and cover those insured in
the underlying policies,including additional insured.
•Amount required for this Agreement:$5,000,000
Professional Services Agreement
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Contractor shall furnish the County a Certificate of Insurance to include the Policy
Endorsements/Exclusionsas 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
whatsoeverto any tools,Contractor's employee-ownedtools,machinery,equipment,or
motor vehicles owned or rented by the Contractor,or the Contractor's agents,suppliers
or Contractors as well as to any temporarystructures,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
Insurance with Endorsements/Exclusions,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 Agreementshall be considered a material breach of contract and cause
for immediate terminationof the Agreementat 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 Agreement
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EXHIBIT "D"
See attached Centers Disease Control and Prevention Cleaning and Disinfecting Your
Facility.
Professional Services Agreement
Page 21 of 21