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This Agreement is made by and between Kittitas County (hereinafter "the Gowtt/)
and DLR Group hereinafter "Contractor). The County and Contractor agree as follows:
General Cbnditions; Exhibit A (Scope of Work); Exhibit B (Compensalion);
Exhibit C (Proof of lnsurance).
copies of which are attached hereto and incorporated herein by this reference as fu[yas if
set forth herein.
The term of this Agreement shall commen@ on May 1 1, 2021, and continrc until
completion of the project. Any party may tenninate this Agreernent by giving thirty (90) days'
notie in writing iin-er personally delivered or mailed postage-prepaid by certified mail,
return receipt requested, to the pirtys last known address for the purposes of giving mtice
under this paragraph.
Contractor acknowledges and by signing this Agreement agrees that fte
lndemnification provisions setlorth in Paragraphs 7 (lndependent Contractor),9 (To(eg)l
15 (Defense and lndemnity Agreement), 21 (PatenUcoppight lnfringement) and 24
(Confidentiality), are totally andfutly part of this Agreement and have been mutraily
negotiated by the parties.
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Professional Se rvices Ag ree ment (tev. A9E4 l2O1 8)
Page 1 of17
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lN WTNESS WHEREOF, the parties have executed this Agreement this 5 day
of May , 202i.
APPROVED:
DLR Group BOARD OF COUNTY COMMISSIONERS
KITTITAS COU WASHINGTON
Signature of Signatory
(Date May 5,202'll
Erica J. Loynd
Print Name of Signatory
Iil,lI
Contractor Address
DLR Group
51 University Street
Seattle, WA 98101
Project Gontact:
Erica Loynd
Professional Services Agreement (rev. OQ12412018)
Page2of 17
of the
Approved as to Form
Deputy Prosecuting Attorney
Gounty's Address:
Kittitas County
205 West Sth Avenue, Suite 108
Ellensburg, WA 98926
Project Contact:
PattiStacey
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GE$IERAL CONDITIONS
1. Scope of Contractor's Services:
Contractor agrees to provide to the County services and any materials setforth in the proiect
narrative identified in Exhibit'A'during the Agreement period. No material, labor, orfacilities
will be furnished by the County, unless otheruvise provided for in the Agreement.
2. Performance of Work:
Contractor shall perform its services consistent with the professional skill and care ordinarily
provided by architects practicing in the same or similar locality under the same or similar
circumstances..
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 suc@ssors 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, ofiicers, 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 Contractbr'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
allother obligations, underthis Agreement by Contractor or its Support.
5. Accounting and Pavment for Contractor Seruices:
Payment to the Contractor for services rendered under this Agreement shall be as set forth
in Exhibit "8". Wtlere 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 totaldollar
payment requested. Unless specifically stated in Exhibit "8" or approved in writing in
advance by the Kittitas County Board of Commissioners, the County will not reimburse the
Contractor for any costs or expenses incurred by the Contractor in performahce of this
Agreement.
Wrere 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".
Professional Services Agreement (rev. 0912412018)
Page 3 of 17
6. Assignment and Subcontractinq:
No portion of this Agreement may be assigned or subcontracted to any othrer indlvidual, firm
or entity without the express and priorwritten approval of the County.
7. lndependent Gontractor:
The Contracto/s services shall befurnished bythe Contractoras an independent Gonkactor
and nothing herein contained shall be construed to create a relationship of employer-
employee or master-servant, but all payments made hereunder and allservices performed
shall be made and performed pursuant to this Agreement by the Contractor as an
independent Contractor.
The Contractor acknowledges that the entire compensation for this Agreement is specified
in Exhibit "8" and the Contractor is not entitled to any County benefits including, but not
limited to: vacation pay, holiday pay, sick leave pay, medical, dental, or other insurance
benefits, or any other rights or privileges afforded to Kittitas County employees.
Contractor will defend, indemniff 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 incuned 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 lo vest
any emptoyment 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-Gontractor by the County at the present time or in the future.
9. Taxes:
The Contractor understiands and acknowledges that the County will not withhold Federal or
State income taxes. \Mrere required by State or Federal law, the Contractor authorizes the
County to make withholding for any taxes other than income taxes (i.e. Medicare). All
compensation received by the Contractor will be reported to the lnternal Revenue Service
at the end of the calendar year in accordance with the applicable IRS regulations. lt is the
responsibility of the Contractor to make the necessary estimated tax payments throughout
the year, if any, and the Contractor is solely liable for any tax obligation arising from the
Coritractor's performance of this Agreement. The Contractor hereby agrees to indemniff
the County against any demand to pay taxes arising from the Contractofs failure to pay
taxes on compensation earned pursuant to this Agreement.
The County will pay sates and use taxes imposed on goods or seryices 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 inconte, or
Professional SeMces Agreement (rev. 0912412O18)
Page 4 of 17
personal property to whlch the County does not hold title. The County is exempt from
Federal Excise Tax.
10. Regulations 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. Riqhtto Review:
This contract is subjectto review by any Federal or State auditor. The County or its designee
shall have the right to review and monitor the financial and service components of this
program by whatever means are deemed expedient by the County. Such review mayoccur
with or without notice, and may include, but is not limited to, on-site lnspection 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 orsuspension of performance of
any Work.
12.3 lf any change in the Work causes an increase or decrease on Contractofs
cost of, or the time required for, performance of the Work, an'equitable
adjustment in the compensation to Contractor and in the schedule for the
performance of the Work shall be made to reflect such an increase or
decrease.
12.4 Notwithstanding any dispute or delay in ariving 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 thatdoes notsetforth any acceptable adjustment, submitto the County
a written statement setting forth any adjustment claimed.
Professional Services Agreement (rev. O912412018)
Page 5 of 17
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 iommits any act of bankruptcy or insolvency
or makes an assignment for the benefit of creditors, the County may, by depositing written
notice to the Contractor in the U.S. mail, postage prepaid, terminate the Agreement, and at
the County's option, obtain performance of the work elsewhere. lf the Agreement is
terminated for default, the Contractor shall not be entitled to receive any further payrents
under the Agreement until allwork called for has been fully performed.
lf a notice of termination fordefault has been issued and it is laterdetermined forany rcason
that the Contractor was not in default, the rights and obligations of the parties shallbe 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 itssole 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 actualwork performed at unit contract prices for compbAed
items of work. ln the event of such termination, an equitable adjustment shall be made in
the compensation payable to Contractor.
An equitable adjustment in the contract price for partially completed items of work will be
made, but such adjustment shall not include provision for loss of anticipated profit on deleted
or uncompleted work. Termination of this Agreement by the County at any time during the
term, whether for default or convenien@, shall not constitute a breach of contract by the
County.
15. Defense & lndemnity Aqreement:
The ContraCfor agrees to and shall defend, indemnify and hold harmless the County, its
Additional lnsureds, appointed and elective officers, agents and employees, from and
against alt toss or expenie, including but not limited to judgments, settlements, attomey's
fees and costs by reason of any and allclaims and demands upon the County, itsAdditional
lnsureds, its elected or appointed officials, agents, or employees for damages because of
personalor bodily injury, including death at any time resulting therefrom, sustained by any
person or persons ind on account of darnage to property including loss of use thereof,
whether such injury to percons 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 shafl have been occasioned by the sole negligence of the County,
Professional Services Agreement (rev. O9|2H2O18)
Page 6 of 17
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 confact,
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 lnsurane Act,
for injuries to its employees and agrees that the obligations to indemniff, defend and hold
harmless provided in this agreement extend to any claim brought by or on behalf of any
employee of the Contractor. This waiver is mutually negotiated by the parties to this
Agreement.
17. Venue and Choice of Law:
ln the event that any litigation should arise concerning the construction or interpretation of
any of the terms of this Agreement, the venue of such action of litigation shall be in the
Superior Court of the State of Washington in and for the County of Kittitas. This Agreement
shal! be governed by the law of the State of Washington.
18. \Mthholdinq 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 Funds:
lf sufficient funds are not appropriated or allocated for payment under this Agreement for
any future fiscal period, the County will not be obligated to make payments for services or
amounts incurred after the end of the current fiscal period. No penalty or expense shall
accrue to the County in the event this provision applies.
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 obligations underthis
Agreement.
2O.2 The Contractor has the authority to execute this Agreement, to make the
representations and warranties set forth in it and to perform the
obligations of the Contractor under this Agreement in accordance with its
terms.
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.
ProJessional Services Agreement (rev. 091242018)
PageT ot 17
20.4
20.5
20.6
The Contractor has or will obtain prior to the commencement date sucfi
licenses, permits and other authorizations from federal, state and other
governmental authorities, as are necessary for the performance of its
obligations under this Agreement.
The Contractor is not in violation of any applicable law, or'dinance 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.
None of the representations orwarranties in this Agreement, and none of
the documents, statements, certificates or schedules furnished or to be
furnished by Contractor pursuant hereto or in connection with the
performance of the obligations contemplated under this Agreement,
contains or will contain any untrue statement of a material fact or omits or
will omit to state a materialfact necessary to make the statements of fact
contained therein not misleading.
21 . PatenUCopyriqht lnfrinqement:
ContraCioi wlll OeienO and indemniff 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 paythose
costs and damages attributable to any such claims that are finally awarded againsl the
County in any action. Such defense and payments are conditioned upon the following:
21.1 Contractorshall be notified promptly in writing by County of any notice of such
claim.
21.2 Contractorshall 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
bifferences between the Contiactor 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.
?2.2 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 Gbntractor has given the County a wriften Notice of Potential Claimwithin
Professional Serv'tces Agneement (rev. 0912412018)
Page 8 of 17
ten (10) days of the cornmencement of the act, failure, or event giving dse to
the claim, and before final payment by the County. The written Notie of
Potentiat Claim shall set forth the reasons for which the Contractor believes
additional compensation or extension of time is due, the nature of the cost
invotved, and insofar as possible, the amount of the potential claim. Conlractor
shall keep full and complete daily records of the work performed, labor and
materialused, and allcosts and additionaltime claimed to be additional.
22.3. Detailed Claim
The Contractor shall not be entitled to claim any such additional
compensation, or extension of time, unless within thirty (30) days of the
comptetion 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 ltems Produced:
All writings, programs, data, public records or other materials prepared by the Contnactor
and/or its consuttants or sub-Contractors, in connection with performance of this Agreement
shall be the sole and absolute property of the County.
24. Confidentialitv:
The Contractor, its employees, sub-Contractors, and their employees shall maintain the
confidentiality of all information provided by the 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 orcier 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 indemniff and hold
harmless the County, its Additionat lnsureds, officials, agents or employees from allbss or
expense, inctuding, but not limited to seftlements, judgments, setoffs, attorneys'fees and
costs resulting from Contractor's breach of this provision.
To the extent that any information obtained by the Contractor is required to be shared with
or provided to others by the terms of the Statement of the Work, this provision b 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 head
of the department for whom.services are rendered, and to the Kittitas County
Commissioners, 205 W sth Ave, Suite 108, Ellensburg, WA 98926. Notice to the Contactor
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, firstclass,
postage prepaid,
Professional SeMces Agreement (rev. O912412018)
Page 9 of 17
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
apptications which can be given effect without the invalid term, condition or application. To
this end, the terms and conditicins 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 underthis
Agreement shall not be construed as a waiver or relinquishment to anyextent
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 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 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
s'ections or paragraphs.
28. Waiver:
Waiver of any breach or condition of this Agreement shall not be deemed a waiverof 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, 1 1, 13, 14, 15, 16, 17, 1 8, 1 9, 20, 21, 22, 23, 24, 28, 30,
31, and 32 shall survive, notwithstanding the termination or invalidity of this Agreernent for
any reason.
30. Nondiscrimination:
30.1 The County is an equalopportunity employer
30.2
Professional Services Agreement (rev. 0912412018)
Page 10 of 17
Nondiscrimination in Employment
ln the performance of this Agreement, the Contractor will not
discriminate against any. employee or applicant for employment on the
{
30.3
30.4
grounds Of race, creed, color, national origin, SeX, SeXUalorientation,
maritalstatus, age or the presence of any sensory, mental or
physical handicap;provided that the prohibition against discrimination
in empioyment because of handicap shall not apply if the particuhr
disability prevents the proper performance of the particular worker
involved. ihe Contractor shallensure that applicants are employed,
and that employees are treated during employment without
discrimination because of their race, creed, color, nationalorigin, sex,
sexual orientation, marital status, age or the presence of any Sensory,
mental or physicai handicap. Such action shall include, but not be
limited to: employment, upgrading, demotion or transfers, recruitment or
recruitmentadvertising, layoffortermination, rates of pay or other
forms of compensation, and programs for training including
apprenticeships. The Contractor shall take such action with resped to
tnis {qreement as may be required to ensure fullcompliance with
local, state and federal laws prohibiting discrimination in employment.
Nondiscrimination in Services
The Contractoi will not discriminate against any recipient of any services
or benefits provided for in this Agreement on the grounds of race,
creed, color, nationat origin, sex, Sexualorientation, maritalstatus, age or
the presence of any sensory, mental or physical handicap'
lf any assignment and/or subcontracting has been authorized by the
County, said assignment or subcontract shall include appropriate.
safeguards against discrimination. The Contractor shall take such
action as may be required to ensure full compliance with the
provisions in the immediately preceding paragraphs herein.
31. Prevailinq Wase:
Contractorsnalt pay the prevailing rate of wages to allworkers, laborers, or mechanics
employed in the pehormance of any part of the Work in accordance with RCW 39.12
anci tt-e rules and regulations of the Department of Labor and lndustries. The schedule
of prevailing wages iates for the locality or localities of the Work is determined by the
lndustrial Slatisiician of the Department of Labor and lndustries. lt is the Contractor's
responsibility to veriff the applicable prevailing wage rate. lt is understood that the
Contractor ii responiible for obtaining and completing all required government forms
and submitting same to the proper authorities.
Disputes regarding prevailing wage rates shallbe referred for arbitration to the Director
of tire Departmeniof Labor and lndustries. The arbitration decision shall be final and
Professional SeMces Agreement (rev. OQl24l2O18)
Page 11 of 17
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, declarcd
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 conbact
with Kittitas County, been convicted of or had a civiljudgment rendered
against them for commission of fraud or a criminal offense in connection
with obtaining, attempting to obtain, or performing a public or private
agreement or transaction, violation of Federal or State antitrust statutes or
commission of embezzlement, theft, forgery, bribery, falsification or
destruction of records, making false statements, tax evasion, receiving
stolen property, making false claims, or obstruction of justice.
32.3 ls not presently indicted for or othennrise criminally or civilly 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.
Professional Services Agreement (rev. 0912412O18)
Page 1'2 of 17
nAr!
SCOPE OF WORK
ln addition to providing atl material and labor, the Contractor shall perform the following:
Coordlnate Communication with courthouse committee and the community:
r Regarding the current building inventory county service locations, and how those
services interact on a transactional basis.
r Conduct a SWOT analysis (strengths, weaknesses, opportunities, and threats)to identifiT
options for moving forurrard.
r Compile findings with prioritized options
Develop Public Involvement Plan:
lmplement Public lnvolvement Plan
Professional SeMces {greement (rev. 0912412018)
Page 13 of 17
(-
EXHIBIT ''B'
COMPENSATION
As full compensation for satisfactory performance of the work, the Coun$ shall pay
Contractor compensation not to exceed:
Base Scope ofwork
Additlonal Scope not lncluded ln base scope - To Be Confirmed PriortoWork
Profe ssional Se rvices Ag reement (rev . 09 124 t2O1 8)
Pagel4of 17
ScheduhI
2 HouiC
I
$ 1,250Kick off Meeting
$ 4,000ongoing&of
-
$ 6,000
I. S liouf€
$ 3,000R6Foll
$ 12,oooongolngReview of 4
$ 25,000ongoing- Assumeof Site Tesi
f, .Slhours '
E
$ 4.000-2with
$ 15,000ongornqDraft of PIP for review and comment
$ 10,000ongorng
$ 4,000
TI
3 htiura IExecutive Team - 2
$ 10.000ongoingPIP
$ 16.000Public / Commissioner Meetings - Assume 4lolal, includes travel time
$ 15,000ongolngof
$ 2.500,llR€pFtr'
,Final Report
Civil Site - Cost per option Knutzen Engineering TBC
Cost Estimating of Conditions - Cost per Roen Associates TBC
Rendering - Gost per option DLR Group $ 2,000 $ 2,000
Model - Gost per option materials DLR Group $ 9,000 $ 9,ooo
Assessment of LEED /Criteria DLR Group TBC
Attendance at additional / Commissioner DLR $ 2,500 $ 2,500
Graphic tor Public - Dependent on BaseScope DLR TBC
lmplementation of Public TBC TBC
Travel to in lieu of virtual DLR $$ 4,000
EXHIBIT "C"
PROOF OF INSTJRANCE
The Contractor shall secure and maintain in effect at all times during performance sf the
Work such insurance as wi[ 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 otherwise approved by the Gounty. 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:
ffi Commercial General Liability lnsurance
Coverage limits not less than:. $5,000,000 per occurrence. $1,000,000 per occurrence liquor liability. $1,000,000 products & completed operations aggregate. $1,000,000 personal and advertising injury, each 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
fi CommercialAutomobile Liability lnsurance (if ANY use of vehicle in perforrnance)
Automobile Liability for owned, non-owned, hired, and leased vehicles (MCS90
endorsement and a CA 9946 endorsement must be aftached if 'pollutants' are to be
transpofted). 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 Workers' Compensation
Professional Services Agreement (rev . Ogl24l2018)
Page 15 of 17
Additional Coverage May Be Re uired:
Workers'Compensation in amounts required by taw
fl Stop Gap/Emplovers Liabilitv
Coverage limits not less than:. $1,000,000 each accident. $1,000,000 disease - policy limit. $1,000,000 disease - each emploYee. ThirtY (30) days written notice to the County of cancellation
of the insurance policy.
n Professional Liability
The Contractor ahd/or its Subcontractor and/or its consultant provkling
professional services shall provide evidence of Professional Liability lnsunance
covering professionalerrors and omissions.'Such policy must provide the folbwing
minimum limits:. $1,000,000 per claim. $2,000,000annualaggregate
' lf insurance is on a claims-made form, its retroactive date, and that of all
subsequent renewals, shall be no later than the effective date of this
Agreement.
fl Pollution Liability
The Contractor shalt provide a Pollution Liability policy, providing coverage for
ctaims involving bodily injury, propefi damage (including loss of use of tangible
propertythat his not been physically injured), cleanup costs, remediation, disposal
br othel handling of pollutants, including costs and expenses incurred in the
investigation, defense, or settlement of claims arising out of:
. Contractofs operations related to this project; and/or
. Remediation, abatement, repair, maintenance or other work with lead-based
paint or materials containing asbestos; and/or
o Transportation of hazardous materials away from any site related to this project
Such Pollution Liability policy shallprovide the following minimum coverage:r g per claimr g annualaggregate
[t Property Damage- The Contractor sfraU provide a policy that covers damage to Kittitas County
facilities, including buildings, equipment, grounds, etc. Such policy shall provide
the following minimum coverage:o $ per occurrence
X Umbrella Coveraqe
Professional SeMces Agreement (rev. 092412018)
Page 16 of 17
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 $
Contractor shalt furnish the County a Certificate of lnsurance to include the Policy
Endorsements/Exclusions as evidence that policies providing insurance required by this
Agreement are in full force and effect. Contractor hereby waives all rights of recourse,
inlluding 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 wift 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, equipmenl or
motor vehicles owned or rented by the Contractor, or the Contractor's agents, suppliers
or contractors as well as to any temporary structures, scaffotding 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 untit and untess a copy of the Gertificate of
tnsurance 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 dudng
the term of the Agreement shall be considered a material breach of contract and cause
for immediate termination of the Agreement at the County's discretion. Alternatively, the
County may procure and maintain, at the Contracto/s sole expense, insurance to the
extenf 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 SeMces Agreement (rev. 0912412O181
Page 17 of 17