HomeMy WebLinkAboutPSA Amendment 1 with Thorp SDAmendment No.1 to the professionar services Agreement
between Thorp schoor District and Kittitas county
August 1, 2022 _ July 31, 2023
The Professional services Agreement between Thorp School District and Kittitascounty, is hereby amended to amend the total funding amount for the covlD-1g HealthEquity coalition mini-grant program as follows (Attach-ment,,c,,):
' original Professional Services Agreement execution date: october 18,2022. Total award amount: increase from g1 2,500 to $2b,000
All other terms and conditions of the agreement remain in full force and eflect
the parties have executed this Agreement thislllb day of
IN ES WHEREOF
2023
ry
t/4,
Print Name of Signatory
By:
Contractor Address:
Thorp School District
P.O. Box 150
Thorp, WA 98946
Project Contact:
Mel Blair
Professiona I Se rvices Agreeme nt Amend ment No. 1
Page L
APPROVED:
Kittitas County Public Health
Department (KCpHD)
KCPHD ealth Director
Approved as to Form:
Deputy Prosecuting Attorney
Gounty's Address:
Kittitas County
205 West Sth Avenue, Suite 108
Ellensburg, WA gBg2O
Project Contact:
Audelia Martinez
EXHIB lT "8"
COMPENSATION AMENDMENT
Kittitas County-Thorp School District
August 1,2022 - July Z1,2O2g
As full compensation for satisfactory performance of the work as described herein, thecounty shall pay contractor compensation in an amount not to exceed $25,000.00. TheContractor agrees to:
a) submit monthly invoices to the county by the second Friday of the monthfollowing the last day of the m-onth uling invoiced. ror" "*"#ple, invoices forNovember 1,2022 - November 30, 2022, Jr" Jr" December g,2022.a, Email invoices to cambb) submit invoices for aciG-iGxpenses-inffio during the bilting period. (Thecounty will not pay inrEGs for an equal monthly or quafterly amount based on fullcontract compensation.)
c) All invoices must include the contract Number and expenditure breakdown.d) The county agrees to make payment for eligible. .expenses as approved by theAuditor of Kittitas county with'county *arrant"s within (30) working days followingreceipt of contractor's claim for reimbursement; provided ir.rat no p"ayment shall bemade in the month during which expenses occurred unless othenruise approved bythe County.
e) Kittitas County is not liable for services provided unless the invoice is received ontime or prior arrangement are agreed to in a writing signed uv fire kittitn. county.0 Provide detail of expenses bein! billed roianJ iupporting documentation for thoseexpenses' Suppofting documentation can include', but i"s not fimited to, receip(invoices, or purchase orders. Fgr. payroll
"*p"nr"r, supporting documentationneeds to show exact salary and benbfit expenses andior timesheets from thebilling period.
g) ln no event will payments total more than $25,000.00 under this agreement for thecontract period,
Amount Activ
$10,000 ilWe e-b MSra ree s ongrogp rtpupp tiresr e Sroups,g o a ndncyupprt,
latedre SCS
$15,000 Suicide and Social E motional Learning T raining for Staff and related
CX SES
25 000.00 TOTAL
Professiona I Services Agreement Ame ndment No.1
Page 2
Kittitas County
Review Form
Grants & Contract Agreement
ContracUGrant I nformation
Recommen dation for Board of Health Review on
Verification the contracting Agency is not suspended/Disbarred:
Today's Date
ust 1 2022 PA Camas Request #:
Fund/Department
'l 16-Public Heatth Agenda Date
Co ntra ct /Grant SAP nbetweeAge SKittita cncy:ou and oThnty Sch ol0 D istrictrp
riPe do Be n Dat Aue 1ust 2022 Period End Date; Ju 31 2023Total Grant/Contract Amount: g12 ,500.00
Grant/Contract Number:
Cont ract/G ntra Summa ry
eTh P SA S e stabl ished to uS rt D-COVI I1pp recove nd dry advan heace Ith u for heqitv ighflskUorndeerSrvedtons.lat eThpopu wil lizeuti nrojectp on n-cli cal tn terve tontions add rCSShavbeoraItheaconhrncerSlaetotedD-COVI oI aAS d d ressed on 6th mState nte of Wo rk.
DateDepartment Head Signature:
Kittitas Co unty Prosecutor , Auditor, and Board of Health Revi ew and Comment:
R
Signature of Prosecutor's Office Date
S ignature of Auditor's Office Date
tr Agency i s not suspended/d isbarred tl Not Checked (reason)
Financial lnformation
P rofess i on,a I Se rvices Ag ree me nt (r ev . 0g I 24 I 20 1 g)
Page 1 of 20
TotalAmount NTE State Funds g Federal Funds
P ercentage County Funds M atching Funds g CFDA#
ln-Kind g
lain
ls ntEqupme being
urc hased
Who owns equipment?
hired?N CW P erso nn beiel n Contact HR hirin rti-re rementsFuture impacts or I iability to Kittitas County
Bud lnformation
Pass Thro lnformation
Prosecutor Review
B udget Amendment
Needed?
New Divisio Cn atedre
Yes[ Atta ch budget
form
No ;] Why not?
Revenue Code 11 6 .612392633393391
Expense Code 116.612392654101
Throu h
Agency to Pass
Amo unt to Pass
Thro h
Expense Code:'
Sub-Contract
roved
Date
rosecutor reviewed this agreement?Has the P Yes No
Goun De rtments lm
BOCC A I Needed?
Ass nment of Tracki lnformation
Auditor F aci Ilit ES Ma nten na celnformation Services Human ResourceProsecutorTreasurer
Yesf,NoE
Staff Member Presenting
Auditor's Office
Human Resource
P rofes-s ional Se rvices Ag ree me nt (r ev . 09 124 I Z0 1 g)
Page 2 of 20
I Prosecutor's Office
o\A/11 n theedsig ra ntg
a ication
Reviewer Date
)
PROFESSIONAL SERVICES AGREEMENT
,\,J P rofessional Services Agreement (rev. 09124/201 g)
Page 3 of 20
This Agreement is made by and between Kittitas county (hereinafter,'the county,,)
il,XJl,"* school District (hereinafter "contractor'i. Th" counly'uno Conliuctor agree as
General conditions; Exhibit A (Scope of work); Exhibit B (compensation);Exhibit C (proof of lnsurance).
::iiffii[ilch are attached hereto and incorporated herein by this reference as funy as if
The term of this Agreement shall commence on the August 1, 2022 and continueuntil compretion of the project on Jury 11, 2o?? nnv prrrv may terminate this Agreementby giving thifty (30) days' notice in writing either puir*"lv delivered o, muiieo postage-prepaid by cerlified m,ail, retu.rn receipt requested, to the party's last known address for thepurposes of giving notice under this paragraph,
contractor acknowledges and by signing this Agreement agrees that thelndemnification provisions set-forth in ParaoppilT lrniepenoent contractor), 9 (Taxes),15 (Defense and lndemnity Agreement), 2i lnatenvCopyright lnfringement) and 24(confidentiality), are.totally and fully part of this Agreement-and hav-e been mutuallynegotiated by the parties.
lN WITNESS WHEREoF, the parlies have executed this Agreement this .- dayof _, 2022,
APPROVED:
Kittitas County Public Health
Department (KCPHD)
Signature of Signatory KC PHD Public Health Director(Date
Professional Services Agreement (rev, 0g 124 1201 g)
Page 4 of 20
Pri nt Name of Signatory
Dep
Approved as to Form:
By:
uty Prosecuting Attorney
County's Address:
Kittitas County
205 West Sth Avenue, Suite 10g
Ellensburg, WA 98926
Project Contact:
Audelia Martinez
Contractor Address:
Thorp School District
10831 N. Thorp Highway
P.O. Box 150
Thorp, WA 98946
Project Gontact:
Mel Blair
P rofes_s ion al Se rvices Ag ree me nt (r ev . 0g 1 24 /20 1 g)
Page 5 of 20
GENERAL CONDITIONS
1. Sco pe of Cont Se rvtces:
Contractor
narrative id
will be furn
agrees to provide to the County services and any materials get forlh in the prolectentified in Exhibit'A" during the Agreement period. No material, labor, orfacilitiesished by the county, unresl othenvise provided for in the Agreement.
contractor shall perform work in accordance with, and shall comply with, all of the provisionsof this Agreement. Ail work shail compry with appricabre ,o0., and ordinances.
3- Schedule of performance:
unless directed othenruise by the county, contractor shalr perform the work in accordancewith any schedules made a parl of this Agreement. -'.
4, Definitions:
4'1 "Additional lnsl/reds" mean_s the County, its successors and assigns, andthe respective directors, officers, emplbyees, rg"ni. rnd i"iiJrent"tives ofthe County and its successors and assigns.4'2 "Suppofi" means the following: Contr#tor's directors, officers, employees,agents and representatives; and sub-Contractors of any tier; the respectivedirectors, officers, employees, agents and representatives of these sub-Contractors of any tier; and any other person or entity acting under thedirection or control of, or on behalf of, Contractor or rny Contiucto1s sub-Contractors of any tier in connection with or incident to the"perforr"n"" of theWork or this Agreement.4'3 The "Work" means all of the duties listed in Exhibit A and the performance ofall other obligations, under this Agreement by Contractor or its Support.
2. Pe rforman ce of Work:
5.un for
Payment to the Contractor for services re ndered under this Agreement shall be as set forthin Exhibit "8". Where Exh bit "8" requires payments by the County, payment shall be basedupon bi lings, supporled u nless otherui se provided in Exhibit "B", bV documentation of unitsof work actually performed and amou nts earned, including where app ropriate, the actualnumber of days worked each month,total number of hours for the month , and the totaldollarpayment requested. Unless specifically stated in Exhibit "8" or approved tn writing tnadvance by the Kittitas Cou nty Board of Comm issioners, the County will not reim burse theContractor for any costs or expenses incurred by the contractor in performance of thisAgreement.
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 service pursuant to the fee schedute set forth in Exhlbit "8",
P rofes,s ion a I Se rv i ces Ag ree me nt (r ev . 09 124 I 2O 1 g)
Page 6 of 20
6- Assignmqnt and Subcontracting:
No portion of this Rgreement may;e assigned or subcontgcted to any other individual, firmor entity without the express andprior wriften
"pprourt oifire county.
I' ln eoendent Contractor:
The contractor's servrces shall be furnished by the contractor as an independent contractorand nothing herein contained shall be conitrued to create a relationship of employer-employee or master-servant, but all payments made hereunder and all ,.ri.u, per-formedshall be made and. performed pursuant to this Agrelment by the contractor as anindependent Contractor.
The contractor acknowledges that the entire compensation for this Agreement is specifiedin Exhibit "8" and the coniractor is not.entitled t5
"nv bornty benefits including, but notlimited to: vacation pay,.holiday pay, sick-leave prv,'r"oi.al, dental, or other insurancebenefits, or any other rigtrts or piiuit"g"s afforded tb xittitas county employees.
contractor will defend, indemnify and hold harmless the county, its Additional lnsureds,officers, agents or employ"es irom any.loss ol. u*p"nre, including but not limited tosettlements, judgments, setoffs, attorneys' fees or .o.G in.rrred by reason of claims ordemands because of breach of the provisions or ilris paiagraph.
8, No Gu arantee of Em t:
The per-formance of all or part of this Agreement by the Contractor shall not operate to vestany employment rights whatsoever and shall not be deemed to guarantee any emp loymentof the Contractor or a ny employee of the Contractor or any sub-Contractor or an y employeeof any sub-Co ntractor 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 orstate income taxes. where required by state or Federal law, the contractor authorizes theCounty to make withholding for any taxes other than income taxes (i.e. Medicare). Allcompensation received by the Contractor will be reported to the lnternal Revenue Serviceat the end of the calendar year in accordance with ihe applicable IRS regulations. lt is theresponsibility of the Contractor to make the necessary esiimated tax puy"runtr throughoutthe year, if any, and the Contractor is solely liable for any tax obligation arising from theContractor's performance of this Agreement. The Contractor hereby agrees to indemnifrTthe county against.any demand to pay taxes arising from the coniracior's failure to paytaxes on compensation earned pursuant to this AgreJment.
The county will pay sales and use taxes imposed on goods or services acquired hereunderas required by law. The Contractor must pay all othLr taxes including, olt not limited to:Business and occupation Tax, taxes based on the Contractor's gross or net income, orpersonal properly to which the County does not hold title. The bounty is exempt fromFederal Excise Tax.
Professional Services Agree ment (rev. 0g 124120 1 B)
Page 7 of 20
10 u sa
This Agreement s all be subject toAmerica, and State of Washi ngton,
and to any other provisions set forth
12.2
12.3
12.4
12.5
all laws, rules and regulations of the United States ofand political subdivisions of the State of Wasfrington,herein or in the attached exhibits.
11. Riqht to Review:
This contract is subject to review by any Federal or state auditor. The county or its designeeshall have the right to review an"d monitor the financiai-ano seruice components of thisprogram by whatever means are deemed,expedient ov irre county. s;.h il;w may occurwith or without notice, .and may include, nui is not rimiteJ to, ,on-site inspection by countyagents or employees' inspection of all records or other materials which irre Ctunty deemspertinent to the Agreement and its pertormanc;, ;ilr;; and all communications with orevaluation by service recipients unoer this Agreem"nt.-t'r.ru contractor shall preserve andmaintain all financial records and records re-lating to ttre performance of work under thisAgreement for 6 years after contract termination,"ano shall make them available for suchreview, within Kittitas county, state of washingtolr, upon
'rlquest.
12. Modifications:
Either parly may request changes in the Agreement. Any and ail agreedmodifications shail be in writing, signed ny ea-clr oi ir..,u'pati"r.
The county may, a.t any time, by written notice thereof to contractor (,,changeNotice") makes changes in the wor! within il e glnerur scope of thisAgreement, including, but not limited. to: r"l .r..'uig", in, revisions to,substitutions for, additions to or deretions of'"nv Wo*; (b) changes inschedule; and (c) acceleration, deceleration or suspension of performance ofany Work.
lf any change in the work causes an increase or decrease on contractor,scost of, or the time required for, performance oi itre-work, an .qriiror"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 mutuaily acceptableequitable adjustment, Co.ntractor shallproceed iniccordance wiirr att changeNotices. contractor must, within thirty (30) days ,tt"i,"."ipt of any changeNotice that does not set.forth any accepiauie aolustmunt, rrorit to trre Courit,,a written statement setting forlh any adjustmeni craimed.
lf any change results in a decrease in the Work performed, Contractor shallbe entitled to compensation associated with ctrangirg ih" work, such as
I12
Professional Se ruices Agreeme nt (rev . Og l24 1201 B)
Page 8 of 20
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 orbecomes insolvent or is deilared Sankrupt or commits any act of bankruptcy or insolvencyor makes an assignment for the benefit or creoitors, ir't" bountv may, by depositing writtennotice to the contractor in the u.s. mail, postage piLparo, terminate the Agreement, and atthe county's option, obtain performance of ihe'work elsewhere. lf th; Agreement isterminated for default, the contractor shall not be entiileJ to receive any furlher paymentsunder the Agreement until all work called for has ou"n turry p.rrormeo.'A;; extra cost ordamage to the county resulting from such defaultlsy shari te deducted rrom any money dueor coming due to the contractor. The contractor iri"ri n""r any extra expenses incurred bythe County in completing the work, and atl oamage-.*iJn"o, or which may be sustainedby the County by reasonof such default.
lf a notice of termination for default has been issued and it is later determined for any reasonthat the contractor was not in default, the rights ;il ;ilg;tions of the parties sha' be thesame as if the notice of termination had beei issueo prir"uunt to the Termination for publicConvenience paragraph hereof.
14. T ermination Public Conven nceThe County may terminate the Agreement in whole or in paft whenever the Countydetermines,in its sole discretion that such terminat on is in the best interests of the CountyV/henever the Ag reement is terminated in accorda nce with this pa ragraph, the Contractorshall be entifled to payment for actual work performed at unit contract prices for com pleteditems of work. ln the event of such termination, an equitable adj ustment shall be made inthe compensation payable to C ontractor
An equitable adjustment in the contract price for partially completed items of work will bemade, but such adjustment shall not include provision toi ross or anticipaieo piorit on deletedor uncompleted work. Termination of this Agreement by the county at ani time during theterm' whether for default or conveniencer shall not constitute a breach oi contract by theCounty.
15. Defense & ln demnitv Aqreem ent:
The Contractor agrees to and shall defend, indemnify and hord harmress the co unty, itsAdditional lnsureds,appointed and elective officers,agents and employees, from andagainst all loss or e xpense, including but not limited to judgments, settlements, atto rney'sfees and costs by re ason of any and allclaims and dem ands upon the County, its Ad ditionallnsureds, its ele cted or appointed officials,agents, or employees for dam ages because ofpersonal or bodily injury, including death at any time resulting therefrom,sustained by anyperson or persons and on account of d amage to propefty including loss of use thereof,whether such injury to persons or da mage to property is due to
P rofes-s i onal S e rv i ces Ag ree me ni (r ev . Og I 24 I 20 1 B)
Page I of 20
the negligence of the
contractor, its sub-contractors, its elected officers, employees.or their agents, except onlysuch injury or damage as shall have been occa*ned oy ihe sote negrige;ce-oi1," county,its Additional lnsureds, appointed or el.ectJ ;fil;[,";gents, or employees. tt is furlherprovided that no liability shall attach to the countv nv'*iron of entering into this contract,except as expressly provided herein.
16. lndustrial I nsu rance Waiver;
\Mth respect to the performance of this Agreement and as to claims against the Cou nty, itsAdditional lnsured s, officers, agents and e mployees,the Contractor expressly waives itsimmunity under Title 51 of the Revised Code of Washington, the ln dustrial lnsurance Act,for injuries to its employees and agrees that the obligations to inde mnify, defend and holdharmless p rovided n this ag reement extend to a ny claim brought by or on behalf of anyempoyee of the Co ntractor. This waiver is m utually negotiated by the parties to thisAgreement.
17.. Venue and Choice of Law:
ln the event that any titrgEtion should arise concerning the construction or interpretation ofany of the terms of this Agreement, the venue of such action of litigation shall be in thesuperior courl of the statebf washington in and for the county of Kittitas. This Agreementshall be governed by the raw of the s6te of washingion - -
18. Withholdinq pavment:
ln the event the contracior has failed.to per-form any obligation to be performed by thecontractor under this Agreement within the iime set foritr in tn-i. Agreemeni, th;; the countymay' upon written notice, withhold all monies due and payable to Contractor, withoutpenalty, until such failure to perform is cured or otherwise adjudicated.
19 reN loca nof Funds
lf sufficient funds
any future fiscal p
amounts incurred
accrue to the Cou
,tg fol appropriated, or allocale_d for payment under this Agreement foreriod, the county will not be obligated to mare payments for seruices orafter the end of the current fiscal period. ru" b.rrrtv oi
"rp"nre shalrnty in the event this provision applies.
20.nd
The Contractor represents and warrants to the County as follows2Ai The Contra ctor is duly incorporated, va existing and in good standingidly
under the laws of the State of Washi ngton,and has all requisite corporatepower and authority to enter into an dtope rform its obligations under thisAgreement.
The contractor has the authority to execute this Agreement, to make therepresentations and warranties set forth in it and to perform theobligations of the contractor under this Agreement in accordance with itsterms,
20.2
P rofessional Services Agreement (rev . 0g 124120 1 B)
Page 10 of20
21. Pa ht lnfrinq ement:
Contractor will defend and indemnify the Cou nty from any claimed action, cause or demandbrought against the County; to the extent suc h action is based on the claim that info rmationsupplied by the Contractor infri nges any patent or copyright. The Contractor will pay thosecosts and damages attributa ble to any such claims that are finally awarded a gainst theCounty in any action. Such defense and payments are conditioned u pon the following21.1 Contractor shall be notified promptly in writing by Co unty of any notice of suchclaim
21.2
This Agreement has been varidry executed by an authorizedrepresentative of the contractor and constituies a valid and legallybinding and enforceable obligation of Contractor.The contractor has or will obtain prior to the commencement date suchlicenses, permits and other authorizations from r"J"i"r, ,tate and othergovernmental authorities, as are necessary for the performance of itsobligations under this Agreement.
The contractor is not in violation of any applicable law, ordinance orregulation the consequence of which *irr bi. rry *r1"liJly affectcontractor's ability to pe'form its obligation. ,nd", this Agreement. Thecontractor is not subject to any order-or;uogmenl of ,ny .orrt, tribunal orgovernmental agency which materiaily ahd ioverrery a#ects itsoperations or assets in the state of Washingtor, "iii, "nility to performits obligations under this Agreement.
|on9 of the representationi or warranties in this Agreement, and none ofthe documents, statements, certificates or schedul6s furnished or to befurnished by contractor pursuant hereto or in connection with theperformance of the obligations contemplated under thii Agreement,contains or wiil contain any untrue statement or a miteriar fact or omits orwill omit to state a materiai fact necessary to make the statements of factcontained therein not misleading.
contractor shall have the right, hereunder, at its option and expense, to obtainfor the county the right to tontinue using the information, in the event suchclaim of infringement is made, provided io reduction in-pertormance or rossresults to the County.
20.3
20.4
20.5
20.6
22. Disputes:
221 General
Differences between the contractor and the county, arising under and byvitlue of the Agreement Documents shall be brought'to the attention of theCounty at the earliest possible time in order that sulh matters may be setgedor other appropriate action prompfly taken. Except for such objecfions as aremade of record in the manner hereinafter specified and within the time limitsstated, the records, orders, instructions, and decisions of the Kittitas d;;tyCommissioners shall be final and conclusive.
Professional Services Ag reeme nt (rev, 0g124 lZ01 B)
Page 11 of20
22.2
22.3
Notice of Potential Claims
The contractoiJtratt not be entitled to additional compensation whichothenruise may be payabre, or to extension oi tim;fo; (1)iny act or fairure togct !v the county, or (2) the_happening of any event'oi occurrence, unressthe contractor has given the county a written Notice of cotential claim withinten (10) days of the commencement of the rC irirr", oievent giving rise tothe claim, and before finar payment by ttre county.'ihe written Notice ofPotential claim shall set forth t-he reasons for which the contractor believesadditional compensation or extension of time is Jue,- ilre nature of the costinvolved, and insofaras possible, the amount of the potential claim. contractorshall keep fuil and complete daily records of the *o1i pu,rormed, labor andmaterial used, and ail costs and aoditionartime craimeo'io oe additionar.
Detailed Claim
The contractor shail not be entiiled to craim any such additionarcompensation, or extension of time, unless within flrirtv rsol orv, oi-ir..,.completion of the portion of the work from which the claim arose, and beforefinal payment by the county, the contractor has giuenih" county a detairedwritten statement of each element of cost.or other compensation requestedand of all elements of additional time required, ano
"opies of any supportingdocuments evidencing the amount or extension of time claimed to be due.
23. Own ershio of P roduced
All writings, program S,data, public records or other materials prepared by the Contractorand/or its consultants
shall be the sole and
24. Confidentialit.v:
or sub-Contractors, in connection with peformance of this Agreementabsolute property of the County
The contractor, its. employees, sub-contractors, and their employees shall maintain theconfidentiality of all information provided by flre'countv'or acquired by the contractor inperformance of this Agreement, except ,pon the prior wiitten consent of 1.,"-rittitas countyProsecuting Attorney or an order entired by a court attei traving r.quir"d jurisdiction overthe county' contractor shall immediately give io fl're county notice of any judicialproceedings seeking disclosure of such intorm]ation. Contractor Lhall indemnify and holdharmless the county, its Additional lnsureds, officials, rg"nt. or employees from all loss orexpense, including, but not limited to settlements, judgirents, setoffs, attorneys' fees andgosLs resulting from contractor's breach of this ptoiirioir.
To the extent that any information obtained uy itre contractor is required to be shared withor provided to others by the terms of the Statement of the worli, irris piovirion is notbreached by such acts.
Professional Services Agreemenl (rev . 09124120 1 8)
Page 12 of20
25. Notice:
Except as set forth elsewhere in the Agreement, for all purposes under this Agreement,except service of process, notice shall bL giuen by ihe bontractor to the department headof the department for: whom services are renoereo, and to tne (ittitas countycommissioners, 205 w sth Ave, suite 10.8, Ellensurrg, wA 9g926. Notice to the contractorfor all purposes under this Agreement shall ue given io the address reflected on thesignature page' Notice may beliven by delivery or 6y J"ptriting in the u.s. Mait, first class,postage prepaid.
26. Severabilitv:
lf any term or condition of thjs Agreement or the application thereof to any person(s) orcircumstances is held invalid, srih invalidity srrarr ilot-affect other terms, conditions orapplications which can be given effect withoui ttre invaria Grm, condition or application. Tothis end, the terms and conditions of this Agreemlnt.i" j""rrred severable.
27. M lla neous:
27'1 The county's failure or delay to. insist upon strict performance of any of theprovisions.of.this Agreemenf or to "*er.i.u any rights or remedies under thisAgreement shall not be construed as a waiver or relinquishment to any extentof its right to asseft or rely..upon any such provisions, tigr.rtr oii"medies in thator any other instance; rather the same shall be
"na r.lrrin in tuil torce anoeffect.
27 '2 This Agreement embodies the entire Agreement between the county andcontractor, and supersedes any ano a]l prior agreements, regarding thework' No change, amendment or modification 6t an/ provisions of thisAgreement shall be valid unless set forth in a written instrument signed by thepafty to be bound thereby.
27 '3 The rights and remediei of the county set forth in any provision of thisAgreement are in addition to and do noi in any way limit any other rights ofremedies afforded to the county by any other provisions of ihis Agreement,_ by any of Contractor,s Support or Uy taw.
27 '4 The headings of sections and paragraphs of this Agreement are forconvenience of reference only and
-are
not intendej to restrici, affect or beof any weight in the interpretation or construction of the provisions of suchsections 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 bewaived, modified or deleted except by an instrument, in writing]signed ov ir.te pa,ties hereto.29. Survival:
]!e nrgvlgions of paragraphs 7, g, 11, 13, 14,15, 16, 17, 1g, 19, 20,21,22,23,24,2g, 30,31, and 32 shall survive, notwithstanding the termination or invalidity ot'LG Agreement torany reason.
Professional Services Agreement (r ev . Ogl24l201 g)
Page '13 of 20
30. Non discrimin ation
30.1 The County is an equal opportunity employer
30.2 Non discrimi ation in Emolov
ln the performa nce of this Agreement, the Contractor will n otdiscriminate aga inst any emp oyee or applicant for employment on thegrounds of ra ce, creed, col or, national origin, sex, sexual orientationmarital status, age or the p resence of any senso ry, mental orphysical handicap; p rovided that the prohibition a gainst discriminationin employment because of hand cap shall not apply if the particulardisabiity prevents the proper perform ance of the particular workerinvolved. The Contractor shall ensure that applicants are em ployed,and that employees are t reated during empl oyment withoutdiscrimination because of their race, creed,color, national origin, sex,sexual orientation, marital status, age or the pre sence of any sensory,mental or physical handi cap. Such action shal I include, but not belimted to: employment, upgrad ing, demotion or transfers, recruitment orrecruitment advertisi ng, layoff or termination, rates of pay or otherforms of compensa tion, and p rograms for traini ng includingapprenticeships. The Co ntractor shall take such action with respect tothis Agreement as m ay be required to ensure full compliance withlocal, state and fe deral laws prohibiting discrimi nation in employment
30.3
30.4
Nondiscrimination in ServicesTheContraffiinateagainstanyrecipientofanyservices
or benefits provided for in this Agreement on the grounds of race,creed, color, national origin, sex, iexualorientationlmrritrr status, age orthe presence of any sensory, mental or physical h;ili;;p.
I rny assignment and/or subcontracting has been authorized by thecornty, said assignment or subcontract shall include appropriatesafeguards against discrimination. The contractor shall take suchaction as may be required to ensure full compliance with theprovisions in the immediatery preceding paragraphs herein.
31. Prevailin q Waqe
contractor shall pay-the prevailing rate of wages to all workers, laborers, or mechanicsemployed in the pefformance of any part of the Work in accordance with RCW 39.12and the rules and regulations of the Department of Labor and lndustries. The scheduleof prevailing wages rates for the locality or localities of the Work is determined by thelndustrial Statistician of the Deparlment of Labor and lndustries. lt is the Contractor,sresponsibility to verify the applicable prevailing wage rate. lt is understood that the
P rofessional Se rvices Agreement (r ev . AA 24 1201 g)
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contractor is responsible for obtaining and completing all required government formsand submitting same to the proper aulhorities.
Dlsputes regarding prevailing wage rates shall be referred for arbitration to the Directorof the Department of Labor Jnd lidustries. The arbitration decision shall be final andconclusive and binding on all parties involved in th;;dtute as provided for by RcW39.12.060.
32 rment Certifica tion
Th e Contractor cefiifies that it:32.1 ls not presenfly debarred, suspended, proposed for debarment, declaredineligible or voluntarily excluded from covered tiansactions oy any ieoerat- department or agency.32'2 Has not withjn a three-year period preceding the execution of this contractwith Kittitas county, been convicted of or nio i crviljudgment ienoereoagainst them for commission of fraud or a criminat oireni. in connectionwith obtaining, attempting to obtain, or performint a pubric or priviie-agreement or transaction, violation of Federal orbtate antitrust stiiutes o,commission of embezzrement, theft, forgery, bribery, farsification ordestruction of records, making fa.rse staiements, tax evasion, receivingstolen property, making farse craims, or obstruciion otiustice, 'i
32.3 ls not presenfly indicted for or otherwise .r-;;iv or civiily charged by agovernmental entity (Federal, state, or local) wiflr commisiion oiany orthe offenses enumerated in paragraph 32.2'ofthis section.32'4 Has not within.a three-year periol preceoing-tne fireceoing the executionof this contract with Kittitas County had one-or more public transactions(Federal, state, or rocar) terminated for cause of defaurt.
Professional Services Agree ment (r ev . 0g I 24 1201 B)
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EX HIBIT !rArr
SCOPE OF WORK
Support CovlD-19 recovery and advance health equity for high-risk or underservedpopulations. Utilize non-clinical interventions to addres! oenavioral health concernsrelated to CoVID-19. Activities may include, but are not limited to, healthy activity,coping mechanisms, and/or resiliency to enhance social connectivity lost during theCovid-19 pandemic.
sub,mit qu.arterly performance reports.. Emailed to grant manager (contact subjectto change), , oi or. Oufore due date.o Quarterly performance reporls aredEn the following dates (subject tochange):
October 10,2022
January 9,2029
April 10,2023
August 14,2023 (Final Report)
. Quarlerly reports shall include, at a minimum:i. A narrative of project activities during the reporting period.ii. A narrative of project successes ouring fire reporting periodiii, A narrative of project chailenges durin! tne reportini period.iv' Marginalized communities benefiting fiom
".iiuiti"."ouring the reporting periody Number of peopre the project has relched duringthe rep6rting period.'vi. List of project community partners (as applicable")
Attend meetings with.Kittitas County Public Health Department staff, as needed,throughout the project duration.
Provide a report/presentation of these deliverables prior to the end of the contractperiod.
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Professional Services Agreement (rev . 09 124 120 1 B)
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EX rrBrt
GOMPENSATION
As full compensation
,for,satisfactory performance of the work as described herein, thecounty shail pay contractor .omp.n.ition in ,n Irorni not to exceed $12,500.00. TheContractor agrees to:
a) submit monthly invoices to the county by the second Friday of the monthfollowing the last day of the month baing inuoi."J. ror e*am'ple,' invoices forNovember 1,2022 - November 30, 2022, ire oue oecember g,2022.a. Email invoices to mackenzie,cartei@co.t<itiitas,wa.usb) submit invoices tor ectuel-;Gnffi biuing period. (Thecounty will not pay invoices for an equal monthly oiquar-terty amount based on full. contract compensation.)
c) All invoices must include the contract Number and expenditure breakdown.d) The county agrees to make payment for erigibre ."p"nr", as approved by theAuditor of Kittitas county with county wrrr"ni, wittrin 1eo; working days followingreceipt of contractor's claim for reimbursement; prouio"o it.,ut no prvrLrt shall bemade in the month during which expenses occurred unless otheruvise approved bythe County.
e) Kittitas County is not liable for services provided unless the invoice is received ontime or prior arrangement are agreed to in a wriiing signed by the Kittitas county.f) Provide detail of expenses bein! billed for
"no .rpioriing documentation for thoseexpenses. Supporting documentation can include, but is not limiteJ to, receipts,invoices, or purchase orders. For payrolr expenses, suppoding documentationneeds to show exact salary and benefit expenses and/or timesheets from thebilling period.
g) ln no event will payments total more than $12,s00,00 under this agreement for thecontract period.
Amount
$9,000 ing liencyWe-be ra e SUrprogffiS,pe ppoft resigroups,rtsuppo
$3,500 lngutSacidendSociaEmotionaLearn T tnrra fo Staffrng
00.00I TOTAL
P rofessional Services Agreement (rev . 0g l24l20l B)
Page 17 of20
EX H lBlT "c"
PROOF OF INSURANCE
The contractor shall secure and maintain in effect at all times during performance of thework such insurance as will protect contracior, itr srpport and the Additional lnsuredsfrom all craims, rosses, harm, costs, riabirities, ;;;;#, and expenses arising out ofpersonal iniury (including death) or property damage tnlt may resurt from performance of
$;r[il: or this Agreement, whether suc-h perfoirun". is'by contru"iJio,^ any of its
All insurance shallbe issue.d by companies admitted to do business in the state ofwashington and have a rating brA-, class Vlt or o"it"i in tt.'" most recenily publishededition of Best's Reports unle-ss otherwise,"ppr-o;J;; ine county. lf an insurer is notadmitted' all insurantlpg!.lu^t and procedures for irsuing the insurance policies mustcomply with Chapter 48.15 RCW
^na Zeq_.t5 W;i.'""""'
The Contractor shall provide proof of insurance for:
X Co e IL
Coverage li mits 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,
""Jh-ofi"ns.Ceftificate Holder - Kittitas County
The certificate must name the county as additionar insuredsixty (60) days written notice to the county of cancellation of the insurancepolicy
a
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a
a
m ile ran (if ANY use of vehicle in pefformanceAutomobie Liability for owned , non-owned, hi red, and leased vehicles (MCS e0endorsement and a CA 9g46 endorsement must be attached if 'pollutants'are to betransported)
' Coverage limits not less than:. $1,000,000 combined single limit' Tljlv (30) days written notice to the county of canceilationof the insurance policy.
Additional Be
I Workers' Compensation
Workersrtompeniatioi in amounts required by law
Professional Se rvices Ag reement (rev . 09 t 241 20 1 g)
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Stop Caplfmptoyer y
Coverage limits not less than]. $1,000,000 each accident. $1,000,000 disease - policy limit. $1,000,000 disease - each employee' Tljlv (30) days written notice to the county of canceilationof the insurance policy.
Professiona I Liability
The contractor and/or its subcontractor and/or its consultant providingprofessional services shall provide evidence of professional Liability lnsurance
;Til|fl!l,l{?""r'on.rerrors and omissions. such pori"v rr.t provide tre forrowins
. $1,000,000 per claim
' $2,000,000 annual aggregate" lf insurance is on a-claims-made form, its retroactive date, and that of allsubsequent renewals, shall be no later than the effective date of thisAgreement,
Pollution Liability
The contractor shall provide a Pollution Liability policy, providing coverage forclaims involving bodily injury, properly oamJge (itnirroing loss of ise-ot tangibleproperty that has not been physically injured), ir"rnrp costs, remediation, disposalor other handling of pollutants, inclubing costs rno u*punses incurred in theinvestigation, defense, or setflement of cra"ims ariring out of:' contractor's operations rerated to this project; un"dlo,".' Remediation, abatement, repair, mainienance or other worK with lead-basedpaint 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:r $ per claimr $ annual aggregate
f Propertv Damaqe
The Contractor shall provide a policy that covers damage to Kittitas Countyfacilities, including buirdings, equipment, grounds, etc. such poricy shal providethe following minimum coverage:r $ per occurrence
Umbrella Coveraee
Umbrella policies shall provide coverage at least as broad as specified forunderlying coverages (CGL, Auto, Employer's Liability) and cover those insured inthe underlying policies, including additlonal insured.
Professional Se rvices Ag ree ment (r ev . 09 124 1201 g)
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. Amount required for this Agreement: g
contractor shall furnish the county a certificate of lnsurance to include the policyEndorsements/Exclusions as evidencg tlut policiei froviding insurance [quired by thisAgreement are in full force and effect. coniractor h'ereby waives all rights of recourse,including any right to which another may be suorogateo, againsi (iiiiir. county forpersonal injury, including death, and propertr o'rm"g-;. contrictor,, inruiance policiesrequired above shall be primary insurance and shail be non-contiiouting with anyother insurance maintained ny Xittitas County.
The contractor shall assume full responsibility for ail ross or damage from any causewhatsoever to any toors, contractor,s emproyee-owned toors, machinery, equipment, ormotor vehicles owned or rented ny ilre contiactor, orGe-contractor,s agents, suppliersor contractors as well as to any temporary structures, scaffolding and protective fences.
The contractor shall.h3u".sole responsibility for ensuring the insurance coverage andlimits required are obtained by subcontractors.
NorE: No contract shall form until and unless a copy of the certificate oflnsurance with Endorsements/Excrusion", p;;;;;t compreted and in the amountrequired, is attached hereto.
Failure of the contractor to fully comply with the above insurance requirements duringthe term of the Agreement shail be considered a mateiiat nreach of contract and causefor immediate termination of the Agreement at the county's discretion. Arternatively, thecounty may procure and maintain]at ilre Conira"torl
"or" expense, insurance to theextent deemed proper up to the amount of the required coverage(s). The county mayoffset the cost of such insurance against payment oue to the contractor under thisAgreement.
Professional Services Ag reemenl (r ev . O9 1241201 8)
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