HomeMy WebLinkAboutA Better Track Service AgreementPROFESS ONAL SERVICES AG REEMENT
_ This Agreement is made by and between Kittitas County on behalf of Kittitas
County Superior Coutt, Juvenile Court Services (hereinafter "the County") and A Better
Track (hereinafter "Contractor"). The County and Contractor agree as follows:
General Conditions; Exhibit A (Scope of Work); Exhibit B (Compensation);
Exhibit C (Proof of lnsurance).
copies of which are attached hereto and incorporated herein by this reference as fully as if
set forth herein.
The term of this Agreement shall commence on February 1,2023 and continue
until January 31, 2024. Any party may terminate this Agreement by giving thirty (30) days,notice in writing either personally delivered or mailed postage-prepaid -Oy certitied miil,
return receipt requested, to the party's last known address for ine puiposes of giving notice
under this paragraph.
Contractor acknowledges and by signing this Agreement agrees that thelndemnification provisions set forth in Paragraphs 7 (lndependent Contractor;, g (Taxes),15 (Defense and lndemnity Agreement), 21 (PatenUCopyright lnfringement) and 24(Confidentiality), are totally and fully part of this Agreement and have been mutually
negotiated by the parties.
Professional Services Agreement (rev . 09 t24 1201 g)
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lN WITNESS WHEREOF, the parties have executed this Agreement thisorP,a02l &o^,
N
\z-l-w
AD this day of
R s, Presi ge
Date
re of Signatory
Printed N ame
2023
Signature of Signatory
Printed Name
Date
BOARD OF COUNTY COMMISSTONERS
KITTIT c HINGTON
a trman
Vi
ISS
APPROV AS TO R
Date
D glas R. M hell, Deputy Prosecuting Attorney
,F=fierk of the Board- Julie Kjorsvik' n Deputy Clerk of the Board- Mandy Buchholz
Professional Services Agreement (rev . 0g l 24 l 20l g)
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Contractor Address:
18706 Whitehawk Drive
Arlington, WA 98223
Project Contact:
Jeb Bolton and Matt Wygant
Owner/Operators
County's Address:
Kittitas County Juvenile Court Services
205 West 5th Avenue, Suite 211
Ellensburg, WA 98926
Project Contact:
Katrina Mankus
J uvenile Cou rt Administrator
Katri na. man kus@co. kittitas.wa. us
Professional Services Agreement (rev . Og 124 l20l g)
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GENERAL CONDITIONS
1 of Contractor's Serv
Contractor agrees to provide to the County services and any materials set for.th 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. All 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 lnsureds" means the county, its successors and assigns, and
the respective directors, officers, employees, agents and representatives of
the County and its successors and assigns.
"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 Exhibit A and the performance of
all other obligations, under this Agreement by Contractor or its Support.
4.2
4.3
5 untin d t for Servi
Payment to the Contractor for services rendered under this Agreement shall be as set
forth in Exhibit "B I where Exhibit "B" requires payments by the county, payment shall be
based upon billings,supported un CSS othenruise provided in Exhibit "8", by documentation
of units of work actually performed a nd amounts earned, including where appropriate, theactual number of days worked each month, total number of hours for the month, and thetotal dollar payment requested. Unl ESS specifically stated in Exhibit "8" or approved inwriting in advance by the Kittitas Cou nty Board of Commissioners, the County will notreimburse the Contractor for any costs or expenses incurred by the Contractor inperformance of this Agreement.
Where required, the County shall, upon receipt of appropriate documentation, compensatethe Contractor, no more often than monthly, through the County voucher system, for thecontractor's seryice pursuant to the fee schedute set forth in Exhibit "8".
Professional Services Ag reement (rev . 09 I 24 l2O 1 g)
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6. Assiqnment and Subcontractinq:
No portion of this Agreement may be assigned or subcontracted to any other individual,
firm or entity without the express and prior written approval of the County.
7. lndeoende nt 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 Exhibit "8" and the Contractor is not entitled to any County benefits including, but not
limited to: vacation pay, holiday pay, sick leave pay, medical, dental, orother insurance
benefits, or any other rights or privileges afforded to Kittitas County employees.
Contractor will defend, indemnify and hold harmless the County, its Additional lnsureds,
officers, agents or employees from any loss or expense, including but not limited to
settlements, judgments, setoffs, attorneys' fees or costs incurred by reason of claims or
demands because of breach of the provisions of this paragraph
B. NoG ntee of Emol ovment:
The performance of all or part of this Agreement by the Contractor shall not operate tovest 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 taw, 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 calend ar yeat in accordance with the applicable IRS regulations. lt is the
responsibility of the Contractor to make the necessary estimated tax payhents throughout
the year, if any, and the Contractor is solely liable for any tax obligation arising frofr tfreContractor's performance of this Agreement. The Contr"btor heredy agrees to indemnify
the County against any demand to pay taxes arising from the Coniracior'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 acquiredhereunder as required by law. The Contractor must pay all other taxes including, but notlimited to: Business and Occupation Tax, taxes based on the Contractor,s grols or net
Professional Services Ag ree ment (rev . 0g 124 1 201 g)
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income, or personal property to which the county does not hold tiile
exempt from Federal Excise Tax.
The County is
10. Reoulations an d 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 Rio ht 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 com[onents
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 recordi relating to the
performance of work under this Agreement for 6 years after contract termination, anO shatt
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 ofthis Agreement, including, but not limited to: (a) changeJin, 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
12.4
lf any change in the Work causes an increase or decrease on Contractor'scost of, or the time required for, performance of the work, an equitable
adjustment in the compensation to Contractor and in the schedule for theperformance of the Work shall be made to reflect such an increase ordecrease.
Notwithstanding any dispute or delay in arriving at a mutually acceptableequitable adjustment, Contractor shall proceed in accordance wittr allchange Notices. contractor must, within thirty (30) days after receipt of anyChange Notice that does not set forth any acceptable adjustment, submit tothe county a written statement setting forth any adjustment claimed.
Professional Services Ag reement (r ev . Og 124 1201 g)
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12.5 lf any change results in a decrease in the Work performed, Contractor shall
be entitled to compensation associated with changing the Work, such as
revising design already completed, revising calculations already performed,
and revising documents.
13. Termination for Default:
lf the Contractor defaults by failing to perform any of the obligations of the Agreement or
becomes insolvent or is declared bankrupt or commits any 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 pedormance 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 shail
be the same as if the notice of termination had been issued pursuant to the Termination for
Public Convenience parag raph 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 contraciprices 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 bemade, but such adjustment shall not include provision for loss of anticipated profit on
deleted or uncompleted work. Termination of this Agreement by the County at any timeduring the term, whether for default or convenience, shall noi constitute a breach of
contract by the County.
15. Defense & lndemnitv Ao reement
lh.e -Contiactor agrees to and shall defend, indemnify and hold harmless the County, itsAdditional lnsureds, appointed and elective officers, agents and employees, from'and
against all loss or expense, including but not limited to judgments, settiements, attorney'sfees and costs by reason of any and all claims and Oemands upon the County, it,Additional lnsureds, its elected or appointed officials, agents, or employees for damagesbecause of personal or bodily injury, including death at any time resulting therefr6m,
Professional Services Ag reement (rev . Og l 24 l20 1 g)
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sustained by any person or persons and on account of damage to property including loss
of use thereof, whether such injury to persons or damage to property is due to the
negligence of the Contractor, its sub-Contractors, its elected officers, employees or their
agents, except only such injury or damage as shall have been occasioned by the sole
negligence of the County, its Additional lnsureds, appointed or elected officials, agents, or
employees. lt is further provided that no liability shall attach to the County by reason of
entering into this contract, except as expressly provided herein.
16. lndustrial lnsurance 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 waives its
immunity under Title 51 of the Revised Code of Washington, the lndustrial lnsurance Act,
for injuries to its employees and agrees that the obligations to 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 oice 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. 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.
19. Future Non-Allocation of Fund
lf sufficient funds are not appropriated or allocated for payment under this Agreement for
any future fiscal period, the County will not be obligated to make payments for services or
amounts incurred after the end of the current fiscal period. No penalty or expense shall
accrue to the County in the event this provision applies.
20 Contracfo r Commitments Warranties and Renre sentations
The Co ntractor represents and warrants to the County as follows20.1 The Contractor is duly a limited liability company, 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 Contractor has the authority to execute this Agreement, to make the
representations and warranties set forth in it and to perform the
Professiona I Services Ag reement (r ev . 0g 124 l2O 1 g)
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obligations of the Contractor under this Agreement in accordance with its
terms.
20.3 This Agreement has been validly executed by an authorized
representative of the Contractor and constitutes a valid and legally
binding and enforceable obligation of Contractor.20.4 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.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 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.20.6 None of the representations or warranties in this Agreement, and none of
the documents, statements, certificates or Echedules furnished or to be
furnished by Contractor pursuant hereto or in connection with the
performance of the obligations contemplated under this Agreement,
contains or will contain any untrue statement of a material fact or omits or
will omit to state a material fact necessary to make the statements of fact
contained therein not misleading.
21. Patent/Copvright lnfringement:
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 thai 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 byvirtue of the Agreement Documents shall be brought to the attention of theCounty at the earliest possible time in order that such matters may be setledor other appropriate action promptly taken. Except for such objeciions as are
Professional Services Ag reement (rev . 0g I 24 t 20 1 g)
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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.
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 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 Noticeof Potential Claim shall set forth the reasons for which the Contractor
believes additional compensation or extension of time is due, the nature of
the cost involved, and insofar as possible, the amount of the potential claim.
Contractor shall keep full and complete daily records of the work performed,
labor and material used, and all costs and additional time claimed to be
additional.
22.3. Detai Claim
The Contractor shall not be entifled 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.Owne hio of ltems uced
All writings, programs, data, public records or other materials prepared by the Contractorand/or its consultants or sub-Contractors, in connection witi'r performance of thisAgreement shall be the sole and absolute property of the county.
24. Confidentiality:
The Contractor, its employees, sub-Contractors, and their employees shall maintain theconfidentiality of all information provided by the County or acquirlO Uy the Contractor inperformance of this Agreement, except upon the prior written consent of the KittitasCounty Prosecuting Attorney or an order entered by a court after having acquiredjurisdiction over the County. Contractor shall immediateiy give to the County notice of anyjudicial proceedings seeking disclosure of such information. Contractor shal indemnifyand hold harmless the County, its Additional lnsureds, officials, agents or employees fromall loss or expense, including, but not limited to settlements, judgirents, setoffs,'attorneys,fees and costs resulting from contractor's breach of this provision.
Professional Se rvices Agreement (rev . 0g 124 I 20 1 g)
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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 Statement of the Work, this provision is not
breached by such acts.
25. Notice:
Except as set forth elsewhere in the Agreement, for all purposes under this Agreement,
except service of process, notice shall be given by the Contractor to the department headof 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.
26. Severability:
lf any term or condition of this Agreement or the application thereof to any person(s) or
circumstances is held invalid, such invalidity shall not affect other terms, conditions or
applications which can be given effect without the invalid term, condition or application. To
this end, the terms and conditions of this Agreement are declared severable.
27 M iscellaneous
27.1 The County's failure or delay to insist upon strict performance of any of the
provisions of this Agreement or to exercise any rights or remedies under this
Agreement shall not be construed as a waiver or relinquishment to any
extent of its right to assert or rely upon any such provisions, rights or
remedies in that or any other instance; rather the same shall be and remain
in 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, amendment or modification of any provisions oi ttris
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 itris Agreement,
by any of Contractor's Support or by law.27.4 The headings of sections and paragraphs of this Agreement are for
convenience of reference only and are not intended to restrict, affect or be
of any weight in the interpretation or construction of the provisions of such
sections or paragraphs.
28. Waiver:
Waiver of any breach or condition of this Agreement shall not be deemed a waiver of anyprior or subsequent breach. No terms or conditions of this Agreement shall be held to be
P rofessiona I Se rvi ces Ag ree ment (r ev . 0g t24 l2O1 g)
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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.
30. Nondiscrimination
30.1 The County is an equal opportunity employer
30.2 Nondiscrimination in Emplovment
ln the performance of this Agreement, the contractor wiil 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 incruding
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 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, national origin, sex, sexual orientation, 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 subcontract shall include appropriate
safeguards against discrimination. The Contractor shall take such
action as may be required to ensure fuil compliance with theprovisions in the immediately preceding paragraphs herein.
Professional Services Agreement (rev, Og 124 120 1 g)
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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 regulations of the Department of Labor and lndustries. The schedule
of prevailing wages rates for the locality or localities of the Work is determined by the
lndustrial Statistician of the Department of Labor and lndustries. lt is the 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.
32. Debarment Certification
The Contractor certifies that it:
32.1 ls not presently debarred, suspended, proposed for debarment, declared
ineligible or voluntarily excluded from covered transactions by any Federal
department or agency.
32.2 Has not within a three-year period preceding the execution of this contract
with Kittitas 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 embezzlemenl, 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 otheruuise criminally or iivilty charged by a
governmental entity (Federal, State, or local) with commission of any of
the offenses enumerated in paragraph 32.2 of this section.32.4 Has not within a three-year period preceding the preceding the execution
of this contract with Kittitas County had one or more publiC transactions
(Federal, state, or local) terminated for cause of default.
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EXHIBIT ''A''
SCOPE OF WORK
ln addition to providing all material and labor, the Contractor shall perform the following:
Kittitas County Juvenile Court Services will refer youth eligible for the evidenced-based
program Employment and Education Training (EET) to A Better Track. Youth are
determined eligible as determined by the full PACT assessment and have risk factors
identified in the domain areas of education and or employment. Youth eligible must be
assessed as moderate or high risk to re-offend and be between the ages of 15 and 18.
A Better Track will receive referrals and interview youth and families to determine
readiness and appropriateness for the intervention. A Better Track agrees to maintain
all standards and comply with quality assurance as imposed by the Washington State
Quality Assurance Specialist for EET.
Services performed by A Better Track will include a minimum of 11 hours of job
readiness training (interview skills, workplace behavior, online career exploration,
resume building, job exploration, application skills, getting started and career
exploration interview, education and employment questionnaire, food handler's permit
testing, what you need to work and job hunting 101). Youth will receive a minimum of
20 hours of work experience.
Upon completion A Better Track will provide youth with a completed resume, letter ofrecommendations, a list of available community resources, on call employment
assistance, continued education coaching and $200.00 incentive for completing the
program.
While working with our youth A Better Track will collaborate with Juvenile Court
Services.
Professional Servi ces Ag reement (r ev . 0g 124 1201 g)
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EXHIBIT ''B''
COMPENSATION
As full compensation for satisfactory performance of the work, the County shall pay
Contractor compensation not to exceed:
EET Services per eligible and accepted youth: $1,800.00
Kittitas County will provide reimbursement through the Kittitas County Auditor as ouflined
above. Monthly invoices for services provided which document the dates and details of
services provided during that billing period as described above are required. Billing shall
be submitted in a timely manner to allow the County to process your reimbursement in a
like manner.
The Contractor shall ensure that work to be performed does not duplicate work to be
charged to Kittitas County under any other contract or agreement with the Contractor. lf
the Contractor bills and is paid fees for services that Kittitas County later finds were (a) not
delivered or (b) not delivered in accordance with applicable standards, Kittitas County shall
recover the fees for those services and the Contractor shall fully cooperate during the
recovery.
Billing and Payment
a. The Contractor shall submit an lnvoice Voucher to the Kittitas County Juvenile
Court at the end of each month.
b. Kittitas County shall pay the Contractor upon acceptance of a properly completed
lnvoice Voucher. The invoice shall describe and document the following:
(1) Date and time period of service(s) performed;
(2) Case#; and
(3) Description of work per"formed.
c. Payment shall be considered timely if made by Kittitas County within 30 days after
the receipt of the properly completed invoice.
d' The Contractor accepts Kittitas County payment as the sole and complete payment
for the services provided under this contract.
e' Kittitas County shall not reimburse the Contractor for authorized services notprovided to clients, or for services provided which are not authorized or provided inaccordance with the "statement of Work". lf the Kittitas County Juvenile bourt paysthe Contractor for services authorized but not provided by the Contractor in
Professi onal Services Ag reement (rev . 0g l24 l2O 1 g)
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accordance with this Contract's "Statement of Work", the amount paid shall be
considered to be an overpayment.
f. lf this Contract is terminated for any reason, the Kittitas County Juvenile Court shall
pay for only those services authorized and provided through the date of termination.
Professional Services Agreement (rev . 09 124 I 20 1 g)
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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, damages and expenses arising out of
personal injury (including death) or property damage that may result from performance
of the work or this Agreement, whether such performance is by Contractor or any of its
Support.
All insurance shall be issued by companies admitted to do business in the State of
Washington and have a rating of A-, Class Vll or better in the most recently published
edition of Best's Reports unless othenvise 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
Commercial General Li abilitv lnsurance
Coverage limits not less than:. $3,000,000 per occurrence. $1,000,000 products & completed operations aggregate. $1,000,000 personal and advertising injury, each offense. Certificate Holder - Kittitas County. The certificate must name the county as additional insured
' Sixty (60) days written notice to the County of cancellation of the insurance
policy
X (if ANy use of vehicle in performance)
Automobile Liability for owned, non-owned, hired, and leased vehicles (MCS g0
endorsement and a CA 9946 endorsement must be attached if 'poltutants' 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.
X Wo rs'Comoe ation
Workers'Compensation in amounts required by law
Additional Ma Be
Professional Services Agree ment (rev . 0g t24 I 20 1 g)
Page 17 of 19
I Stop Gap/Employers Liability
Coverage limits not less than:. $1,000,000 each accident. $1,000,000 disease - policy limit. $1,000,000 disease - each employee. Thirty (30) days written notice to the County of cancellation
of the insurance policy.
f Professional Liability
The Contractor and/or its Subcontractor and/or its consultant providing
professional services shall provide evidence of Professional Liability lnsurance
covering professional errors and omissions. Such policy must provide the
following minimum limits:. $1,000,000 per claim. $2,000,000 annual aggregate
' lf insurance is on a claims-made form, its retroactive date, and that of all
subsequent renewals, shall be no later than the effective date of this
Agreement.
Pollution Liability
The Contractor shall provide a Pollution Liability policy, providing coverage for
claims involving bodily injury, property damage (including loss of use of tangibleproperty that has not been physically injured), cleanup costs, remediation,
disposal or other handling of pollutants, including costs and expenses incurred in
the investigation, defense, or settlement of claims arising out of:. Contractor's operations related to this project; and/or. Remediation, abatement, repair, maintenance or other work with lead-based
paint or materials containing asbestos; and/or. TransPortation of hazardous materials away from any site related to thisproject
Such Pollution Liability policy shall provide the followin g mrntmum coverage
per claim
annual aggregate
Prooertv Damaoe
r$
r$
Umbrella Cove raqe
The Contractor shall provide a policy that covers damage to Kittitas Countyfacilities, including buildings, equipment, grounds, etc. such policy shall provide
the following minimum coverage:o $ per occurrence
Professional Services Ag reement (rev . 0g 124 I 201 g)
Page 18 of 19
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.o Amount required for this Agreement: g
Contractor shall furnish the County a Cerlificate of lnsurance to include the policy
Endorsements/Exclusions as evidence that policies providing insurance required by thii
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 poiicies
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 oflnsurance with Endorsements/Exclusions, properly compteteO and in the amountrequired, 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 cauie
for immediate termination of the Agreement at the County's discretion. Alternatively, theCounty may procure and maintain, at the Contractor's sole expense, insurance to theexlent deemed proper up to the amount of the required coverage(s). The County mayoffset the cost of such insurance against payment due to the Coniractor under thisAgreement.
Professional Services Ag reement (r ev . 09 t 24 I 20 1 g)
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