Loading...
HomeMy WebLinkAboutSigned AgreementKITTITAS COUNTY AGREEMENT FOR SERVICES This Agreement for Services (hereinafter "Agreement") is entered into by and between Kittitas County (hereinafter "County"), a political subdivision of the State of Washington, and Frontline Communications Systems, lnc. (hereinafter "Contractot/' ). The purpose of this Agreement is as follows: Frontline Communications Systems, lnc. will provide on an as-needed basis vehicle builds and service and maintenance of installed vehicle equipment. The term of this Agreement shall be from the date of execution through December 3t,2026, unless the Agreement is terminated early or its term is extended as provided herein. The parties' addresses and points of contact for the administration of this Agreement are as follows: COUNTY CONTRACTOR Kittitas County Sheriff's Office 307 W. Umptanum Rd Ellensburg, WA 98926 Nancy Shaff Chief Admin istrative Deputy Kittitas County Sheriff's Office Na ncv.shaff@co. kittitas.wa.us 509-962-7685 Frontline Communications Systems, lnc. 2503 Englewood Ave Yakima, WA 98902 Mike Geerhart Operations Manager-Yakima m geerh a rt @f ront I i necs. n et 509-941-2003 office 509-930-2309 cell This Agreement includes the following, which are attached hereto and hereby incorporated by this reference: Attachment "A": Attachment "B": Attachment "C": Attachment "D": Scope of Work Compensation lnsu rance Requirements General Terms and Conditions Kittitas County Agreement for Services (rev.5/7a/25) Page 1 of 13 tN WITNESS WHEREOF, this Agreement has been executed by and on behalf of the parties through their authorized representatives, effective as of the latest date written below. Kittitas County Agreement for Services (rev.5/M/25) Page 3 of 13 KITTITAS COUNTY SHERIFF,S OFFICE Date: tl, tt.Al CONTRACTOR Steve Mclaughlin Printed Name Division Manager Title Clay M fS,Sheriff ss1s. 411512026 Signature S-/a*L Laura Osiadacz - Commissioner oate: Y\La,-,W 5, A0Ab KITTITAS COUNTY ssroNERs right - Chair - Vice-Chair ABSENT Attest BOARD NTY U I c BretiW AfiACHMENT"A" SCOPE OF WORK ln addition to providing all material and labor, the Contractor shall perform the following: Contractor shall provide on an as-needed basis the following work: a. Kittitas County Sheriffs Office vehicle builds; and b. Service and maintenance on installed vehicle equipment The County shall: a. b. Schedule pickup and delivery of vehicles with Contractor on an as-needed basis; and Determine the brand and manufacturer of all equipment to be installed. Kittitas County Agreement for Services (rev.5/14/2511 Page 4 of 13 ATTACHMENT "8" COMPENSATION THE COUNW WILL NOT PROCESS PAYMENT FOR SERVICES RENDERED UNDER THIS AGREEMENT UNTIL CoNTRACTOR SUBMITS A COMPLETED W-9 (SEE ATTACHMENT "E"). As full compensation for satisfactory performance of the work described in Attachment "A", and within thirty (30) days of receiving Contractor's itemized invoice, the County shall pay Contractor the following amount(s) plus any applicable taxes as detailed in Contractor's invoice: Vehicle Labor costs per hour: S 105'00 Technical Labor costs per hour: $ L25.00 Build esti to be uested each of e and setu but not lim to Patro Admi etc.on an nual to be annua Unless otherwise provided herein, Contractor shall be solely responsible for Contractor's travel and related expenses Kittitas County Agreement for Services (rev.5/La/251 Page 5 of 13 ATTACHMENT "C, INSURANCE UIREMENTS Contractor shall secure and maintain in effect at all times during performance of work under this Agreement such insurance as will protect Contractor, its employees, and agents from all claims, losses, harm, costs, liabilities, damages and expenses arising out of Contractor's performance under this Agreement, including but not limited to personal injury (including death) or property damage. 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 bytheCounty. lf aninsurerisnotadmitted,allinsurancepoliciesandproceduresforissuingtheinsurancepolicies must comply with Chapter 48.15 RCW and 284-15 WAC. At a minimum, Contractor shall maintain and provide proof of the following selected options: Commercial I Liabilitv lnsurance Coverage limits not less than: o $1,000,000 per occurrence, for all covered losses o $2,000,000 general aggregate o $1-,000,000 products & completed operations aggregate . $1,000,000 personaland advertising injury, each offense The policy must be endorsed to include the County and its officials, employees and agents as additional insureds. Commercial Automobile Liabilitv lnsurance r Automobile Liability for owned, non-owned, hired, and leased vehicles, with an MCS 90 endorsement and a CA 9948 endorsement attached if 'pollutants' are to be transported. r Coverage limits not less than: o $1,000,000 combined single limit u Excess or Umbrella Liabilitv r Contractor shall provide Excess or Umbrella Liability coverage of $5,000,000. This Excess or Umbrella Liability coverage shall apply, at a minimum, to both the Commercial General and Automobile lnsurance policy coverages. lf used to meet limit requirements, coverage must be at least as broad as specified for underlying coverages, and must cover those insured in the underlying policies. . This requirement may alternatively be satisfied through Contractor's primary Commercial General and Automobile Liability coverage, or any combination thereof. . The policy must be endorsed to include the County and its officials, employees and agents as additional insureds. r Coverage shall be "pay on behalf', with defense costs payable in addition to policy limits. . There shall be no cross liability exclusion precluding coverage for claims or suits by one insured against another. Workers' Compensation & Emplover's Liabilitv . Contractor shall provide Workers Compensation and Employer's Liability insurance on a state-approved policy form providing benefits as required by law with employer's liability limits no less than SL,000,000 per accident or disease. Kittitas County Agreement for Services (rev.5/La/251 Page 5 of 13 Professional Liabilitv / Errors and Omissions Liabilitv r Coverage limits not less than: e $1,000,000 each claim . Contractor must provide evidence of this coverage on a policy form appropriate to Contractor's Profess ion. ! [ Other insurance coverage as deemed appropriate by either the County Risk Manager or the assigned Deputy Prosecuting Attorney. Additional insurance types which the County may need to require (non- exhaustive list): Cyber, Pollution, Aircraft, Watercraft, Liquor, Crime/Fidelity, Sexual Abuse & Molestation, Jones Act, Longshoremen/Harborworkers, M arine. l Contractor shallfurnish to the County a Certificate of lnsurance, with endorsement where required above, as evidence that policies providing insurance required by this Agreement are in full force and effect. contractor's insurance policies required above must apply on a primary non-contributing basis in relation to any other insurance or self-insurance available to the County. Contractor agrees to provide notice to the County at least thirty (30) days prior to cancellation, or any material alteration or non-renewal, of any of the above-required insurance coverages. Contractor shall assume full responsibility for all loss or damage from any cause whatsoever to any tools, machinery, equipment, or motor vehicles owned or utilized by Contractor, or Contractor's agents, employees, suppliers or contractors, as well as to any temporary structures, scaffolding and/or protective fences. Contractor shall have sole responsibility for ensuring the insurance coverage and limits required herein are also obtained by any subcontractors. NOTE: Notwithstanding any other provision(s) of this Agreement, no contract shallform underthis Agreement until and unless the following are provided to the County: (1-) a copy of the Certificate(s) of lnsurance with all required endorsements, properly completed and in the amounts required, and (2)where requested by the County, a copy of the required insurance policies, including all required endorsements. Kittitas County Agreement for Services (rev.5/L4/251 PageT of 13 ATTACHMENT.,D,, GENERAL TERMS AND CONDITIONS L. Scope of Contractor's Services: Contractor agrees to provide to the County services as set forth in Attachment "A". No materials, labor, or facilities will be furnished by the County, unless otherwise provided herein. All work performed under this Agreement shall comply with applicable laws and regulations. 2. Accounting and Pavment: Compensation to Contractor for services rendered under this Agreement shall be as set forth in Attachment "8". Where Attachment "B" requires payment(s) by the County, payment shall be based upon billings, supported unless provided otherwise in Attachment "8", by documentation of units of work actually performed and amounts earned, including, where appropriate, the total number of hours for the month and the totaldollar payment requested. Unless specifically stated in Attachment "B", the Countywill not reimburse Contractorfor any costs or expenses incurred by Contractor in performance of this Agreement. Where required, the County shall, upon receipt of appropriate documentation, compensate Contractor, no more often than monthly, through the County voucher system, for Contractor's services pursuant to the fee schedule set forth in Attachment ,'8". ln the event Contractor fails to perform any of its obligations under this Agreement within the time specified herein, then the County may withhold all monies due and payable to Contractor until such failure to perform is cured or otherwise adjudicated, The County will not process payment for services rendered under this Agreement until Contractor submits a completed W-9 (See Attachment "E"). 3. Taxes: Contractor understands and acknowledges that the County will not withhold Federal or State income taxes from payments made to Contractor. Where required by State or Federal law, Contractor authorizes theCountytomakewithholdingforanytaxesotherthanincometaxes(e.g.,Medicare). Allcompensationreceived by Contractor will be reported to the lnternal Revenue Service at the end of the calendar year in accordance with applicable IRS regulations. lt is the responsibility of Contractor to make its necessary estimated tax payments throughout the year, if any, and Contractor is solely liable for any tax obligation arising from Contractor's performance of this Agreement. The County will pay sales and use taxes imposed on goods or services acquired hereunder as required by law. Contractormustpayall othertaxes,includingbutnotlimitedto:businessandoccupationtax;ortaxesbased on (1) Contractor's gross or net income, or (2) personal property to which the County does not hold title. The County is exempt from federal excise tax. 4. lndependent Contractor: Contractor's services shall be furnished by Contractor as an independent contractor, and nothing stated herein shall be construed to create a re[ationship of employer-employee or a guarantee of future employment. Contractor acknowledges that its entire compensation under this Agreement is specified in Attachment "8", and that 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' 5. Assignment and Subcontracting: This Agreement may not be assigned or subcontracted in whole or in part without the express prior written approval of the County. 6, Right to Review; Maintenance of Records: This Agreement is subject to review by any Federalor State auditor. The County or its designee shall have the right to review and monitor the financial and service components of the work performed under this Agreement by whatever means are deemed expedient by the County. Such review may occur with or without notice, and may include, without limitation, on-site inspection, inspection of all records or other materials which the County deems pertinent, and any and all communications with or evaluation by service recipients under this Agreement. Contractor shall preserve and maintain all records Kittitas County Agreement for Services (rev. 5/La/25\ Page 8 of 13 relating to this Agreement for six (6) years after termination or expiration of the Agreement, and upon request shall make them available for review by any Federal or State auditor, the County, and/or any persons authorized by the CountY. 7. Modification 7.1. This Agreement may be amended by mutual agreement of the parties. Any such amendment shall be in writing and signed by both parties. j.2 The County may unilaterally amend this Agreement at any time by written notice ("Change Notice,,) to contractor, to modify the work to be performed under this Agreement, within the general scope of the Agreement. Such changes may include, but are not limited to, changes in the exact scope of work to be performed (including modification, substitution, addition, or deletion of required tasks) and changes to the schedule of performance. lf any such Change Notice causes an increase or decrease to Contractor's cost of, or the time required for, performance of the work, an equitable adjustment in the compensation to Contractor and/or in the schedule for the performance of the work shall be made by the County to reflect such an increase or decrease. Notwithstanding any dispute or delay in arriving at a mutually acceptable equitable adjustment' Contractor shall proceed in accordance with all Change Notices. Within thirty (30) days after receipt of any Change Notice which, in Contractor's opinion, Iacks an adequate adjustment, Contractor must submit to the County a written statement requesting a modified adjustment; otherwise, Contractor will forfeit its right to any such modified adjustment. The County retains the final right to determine adjustments hereunder' 8. Termination g.1 This Agreement may be terminated at any time by mutual written agreement of the parties' g.Z The County, by giving written notice, may terminate this Agreement at any time without cause and without further obligation to contractor except for payment due for deliverables provided and/or services performed prior to the effective date of termination. An equitable adjustment in the contracted price for partially completed tasks will be made by the county, but such adjustment shall not include compensation for loss of anticipated profit on uncompleted work. g.3 tf Contractor defaults by failing to perform any of its obligations under this Agreement, or becomes insolvent, is declared bankrupt or commits any act of bankruptcy or insolvency, or makes an assignment for the benefit of creditors, the County may, by written notice to Contractor, terminate the Agreement, and at the County,s option, obtain performance of the work elsewhere. lf the Agreement is terminated under this paragraph, Contractor shall not be entitled to receive any further payments under this Agreement.until,all of its obligations hereunder have been fully performed, and any extra cost or damage to the County shall be deducted from any money due or coming due to contractor. Furthermore, in the event of termination underthis paragraph, Contractor shall bear the costs of any extra expenses incurred by the County in completing the work, and all damages sustained, or which may be sustained, by the County' g.4 Termination of this Agreement by any means provided herein shall not excuse any party's performance of its obligations hereunder through the effective date of termination, except that the County shall not be obligated to pay for services that have not b""n performed or deliverables that have not been provided' 9. lndemn cation g.L To the fullest extent permitted by law, Contractor agrees to indemnify, defend and hold the County and its departments, elected and appointed officials, employees, agents and volunteers, harmless from Kittitas County Agreement for Services (rev.5/La/251 Page 9 of 13 and against any and all claims, damages, losses and expenses, including but not limited to court costs, attorney's fees and alternative dispute resolution costs, for any personal or bodily injury, sickness, disease or death, for any damage to or destruction of any property (including the loss of use resulting therefrom), and for any other claims, damages, losses, and expenses sustained by the County, which (L) are caused in whole or in part by any act or omission, negligent or otherwise, of Contractor, its employees, agents or volunteers, or ContraCtor's subcontractors, their employees, agents or volunteers; or (2) are directly or indirectly arising out of, resulting from, or otherwise connected with the performance of this Agreement; or (3) are based upon Contractot's or its subcontractors' use of, presence upon or proximity to the property of the County' This indemnification obligation of Contractor shall not apply in the limited circumstance where the claim, damage, loss or expense is caused by the sole negligence of the County. This indemnification obligation of Contractor shall not be limited in any way by the Washington State lndustrial lnsurance Act, RCW Title 51, or by application of any other workmen's compensation act, disability benefit act or other employee benefit act, and Contractor hereby expressly waives any immunity afforded by such acts. The foregoing indemnification obligations of contractor are a material inducement to the County to enter into this Agreement, are reflected in Contractor's compensation, and have been mutually negotiated by the parties. g.Z The County reserves the right, but not the obligation, to participate in the defense of any claim for damages, losses or expenses, and such participation shall not constitute a waiver of Contractor's indemnity obligations contained in any section of this Agreement. 9.3 ln the event Contractor enters into subcontracts to the extent allowed under this Agreement, each such subcontractor shall indemnify the County on a basis equal to or exceeding Contractor's indemnity obligations to the CountY. LO. Venue and Choice of Law: ln the event that any litigation should arise concerning this Agreement, the venue for such action shall be in the Superior Court of the State of washington in and for the County of Kittitas. This Agreement shatl be governed by the laws of the state of washington. 11. Non priation Funds: lf the Cou nty does not appropriate sufficient funding for this Agreement for any future fiscal period, the County will not be obligated to make paymen end of the last fiscal period for which sufficient funding was appropriated' No ts for services performed after the penalty or expense shall accrue to the County in the event this provision applies' 12. Contractor Commitments, Warranties, and Representations: Contractor represents and warrants as follows: Iz.t 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 under this Agreement. IZ.Z Contractor has the authority to execute this Agreement, to make the representations and warranties set forth herein, and to perform its obligations hereunder. 12.3 This Agreement has been validly executed by an authorized representative of Contractor and constitutes a valid and legally binding and enforceable obligation of Contractor. 12.4 Contractor holds, or will obtain prior to commencing work under this Agreement, such licenses, permits and other authorizations from federal, state and local governmental authorities, or from any applicable industrial or professional certification or licensing bodies, as are necessary for the lawful performance of its obligations under this Agreement, and will maintain such throughout the term of this Agreement. Kittitas County Agreement for Services (rev.5/La/251 Page 10 of 13 LZ.s Contractor is not in violation of any applicable law, ordinance or regulation the consequence of whichwillormaymateriallyaffectContractor'sabilitytoperformitsobligationsunderthisAgreement. 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. L2.6 Contractor is not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from covered transactions by any Federal or State department or agency. I2.7 None of the representations or warranties in this Agreement, and none of the documents, statements, certificates or schedules furnished by Contractor 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 a material fact necessary to make the statements of fact contained therein not misleading' L3. Ownership of ltems produce.d: All writings, programs, data, reports, films, recordings, ot'other materials prepared by Contractor andf or its consultants or subcontractors, in connection with the performance of this Agreement, shall be the sole and absolute property of the County. The County will have all rights of ownership therein, including but not limited to the right to use, copyright, trademark, and/or patent, and the ability to transfer any or all ownership rights. L4. lntellectual propertv lnfrinFement: Contractor will defend and indemnify the County from any claimed action, .rrru * d"rand brought against the County, to the extent such action is based on the claim that information and/or materials supplied by Contractor infringe any intellectual property rights of any third party(ies). Contractor will pay all costs and damages attributable to any such claims finally awarded against the County in any action. Such defense and payments are conditioned upon the following: (1) Contractor shall be notified promptly in writing by the county of any notice of such claim; and (2) contractor shall have the right hereunder, at its option and expense, to obtain for the County the right to continue using the information and/or materials that are the subject of such claim, provided no reduction in performance or loss results to the County. 15. Use of Countv Name and Logo: Contractor may not use the County's name, logo(s), trademark(s), or other identifying inforrnation, or identify the County as a current or former client, on its website or in any marketing or promotional materials without the prior written consent of the County. j.6. Disputes: Any dispute between the parties arising under or relating to this Agreement shall be resolved informally if possible. However, in the event such a dispute cannot be so resolved, it shall be adjudicated by a dispute board ("Dispute Board") in the following manner: Each party shall appoint one member to the Dispute Board, the members so appointed shall jointly appoint an additional member to the Dispute Board, and the Dispute Board will evaluate the facts, Agreement terms, and all applicable statutes and rules, and make a determination as to the proper resolution of the dispute. Such determination shall be final and binding on both parties. The cost of resolution will be borne as allocated by the Dispute Board. Alternatively, if agreed to in writing by both parties, the parties may forego the option of establishing a Dispute Board to adjudicate the dispute, and instead pursue arbitration, jointly selecting an arbitrator acceptable to both parties. ln the event the parties choose to pursue arbitration, the parties agree that: (1) the fees and expenses of the arbitrator shall be shared equally by both parties to this Agreement, (2) each party shall bear its own costs and attorney fees, (3) arbitration shall be conducted according to the commercial arbitration procedures of the American Arbitration Association, and (4) the arbitrator's decision or award shall be final and binding on both parties. L7. Confidentialitv: Contractor, its employees, agents and volunteers, and any of Contractor's subcontractors and their employees, agents and volunteers, shall maintain the confidentiality of all information Kittitas County Agreement for Services (rev ' 5/Ia/25) Page 11 of 13 provided by the county or acquired by contractor in performance of this Agreement, except upon the prior written consent of the Kittitas county prosecuting Attorney or an order entered by a court after having acquired jurisdiction over the county. Contractor shall immediately provide the county notice of any judicial proceedings seeking disclosure of such information. Contractor agrees to indemnify, defend and hold harmless the County and its departments, elected and appointed officials, employees, agents and volunteers from all loss or expense' including but not limited to settlements, judgments, setoffs, attorneys'fees and costs resulting from contractor's breach of this provision. Notwithstanding the foregoing, and to the extent that any information obtained by the Contractor hereunder is required to be shared with others by the explicit terms of the Scope of Work, this provision shall not be construed as prohibiting such sharing, provided there are no applicable laws or regulations prohibiting same. Lg. Notices: Written notices required or permitted to be provided by one party to the other party under this Agreement may be provided by personal delivery, legal courier service, or certified mail, postage prepaid and return receipt requested. Notice may be provided by regular first class mail if simultaneous notice is provided by email. Notices given by Contractorrhutt-U" provided to the County's point of contact listed on page 1of this Agreement, at the address there listed, and to the department head of the county department for which services under this Agreement are rendered. Notices given by the county shall be provided to contractor at contractor's address listed on page 1 of this Agreement. 19. prevailing Wage: Where labor to be performed u nder this Agreement is considered "public work" as defined in RCW 39.04.01-oJontractor shall pay the prevailing rate of wages to all workers, laborers, or mechanics employed in the performance of work under this Agreement in accordance with RCW 39'12 and the rules and regulaiions of the washington state Department of Labor and lndustries. The schedule of prevailing wage rates for the applicable locality or localities is determined by the lndustrial Statistician of the Department of Labor and lndustries. lt is Contractor's responsibility to verify the applicable prevailing wage rate' lt is understood that Contractor is responsible for obtaining and completing all required government forms relating to prevailing wage 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 in RCW 39'12'060' 20. Standard of Care: Contractor shall perform its duties hereunder in a manner consistent with that degree ot.u,[io ,Ii1 oroi*ily exercised by members of the same profession or industry as contractor currently practicing or working under similar circumstances. contractor shall, without additional compensation, correct any of its services not meeting such a standard' 21. Nondi zl-.t ln the performance of this Agreement, Contractor will not discriminate against any employee or applicant for employment on the grounds oi rg", race, creed, color, national origin, citizenship or immigration status, sex, sexual orientation, marital status, honorably discharged veteran or military status, orthe presence of any sensory, mental or physical disability or the use of a trained dog guide or service animal by a person with a disability; provided that the prohibition against discrimination because of such disability shall not apply if the particular disability prevents the proper performance of the particular worker involved' Contractor shall ensure that applicants are employed, and that employees are treated during employment, without discrimination because of their age, race, creed, color, national origin, citizenship or immigration status, sex, sexual orientation' ma rital status, honorably discharged veteran or milita ry status, or the presence of a ny sensory, mental or physical disability or the use of a trained dog guide or service animal by a person with a disability. such requirements apply, without limitation, to the following: employment, promotion, demotion' transfer' recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and programs for Kittitas County Agreement for Services (rev.5/L4/25) Page 12 of 13 training, including apprenticeships. conilactor 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' 2t.z contractor will not discriminate against any recipient of any services or benefits provided for under this Agreement on the grounds of age, race, creed, color, national origin, citizenship or immigration status' sex, sexual orientation, marital status, honorably discharged veteran or military status' or the presence of any sensory, mental or physical disability or the use of a trained dog guide or service animal by a person with a disability. 2L.3 lf any assignment and/or subcontracting has been authorized by the County, said assignment or su bcontract shall include appropriate safeguards against discrimination' 22. waiver: The waiver of any default or breach of this Agreement, or the failure of a party to enforce any provision hereof or to exercise any right or privilege hereunder, shall not be deemed to waive any prior or subsequent default or breach, the enforcement of any provision hereof, orthe exercise of any right or privilege hereunder, unless otherwise stated in a writing, signed by the parties hereto' 2g. Headinss: The headings of sections and paragraphs of this Agreement are for convenience of reference only and uru not intended to restrict, affect, or be of any weight in the interpretation or construction of the provisions of such sections or paragraphs' 24. Survival: Theprovisionsof paragraphs 2,3,4,6,8,g,10, 13, !4,L5,16,!7,L9'20'22'24'and28of these General rerms and conditions shall ,rrviu" the completion, expiration, termination or cancellation of this Agreement for anY reason. 25. Complete Agreement: This Agreement constitutes the entire agreement between the parties and supersedes any and all other agreements, understandings, negotiations and discussions' oral or written' express or implied, regarding the wor[ to be performed hereunder' The parties agree that no other representations' inducements, promises, agreements, or warranties relating to this Agreement, oral or otherwise' have been made between the parties. Except as provided elsewhere in this Agieement, no modification or waiver of this Agreement shall be valid or binding unless in writing and signed by the parties' 26. Severabi|itv: lf any term or condition of this Agreement or the application thereof to any person(s) or circumstances is held invalid, such invaliJliv 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 to be severable' 27. Time: Time is of the essence in the performance of this Agreement unless otherwise agreed between the parties in a signed writing. 29. construction: This Agreement has been mutually reviewed and negotiated by the parties' and should not be construed against the drafter' 29. A*reement Not for Benefit of Thifd Parties: This.Agreement is entered into solely for the benefit of the parties hereto and vests no rights in, nor is it enforceable by, any third parties' H25-04 Kittitas County Agreement for Services (rev' 5/14/251 Page 13 of 13 --ACORD"l--' DEAINCO.Ol CERTIFIGATE OF LIABILITY INSURANCE DATE (MM/OD/YYYY} 4t15t2026 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLYANDCONFERSNORIGHTSUPONTHECERTIFICATEHOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BYTHEPOLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: ]f the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED lf SUBROGATION lS WAIVED, subject to the termsandconditionsofthepolicy,certainpoliciesmayrequireanendorsement' Astatementon this certificate does not confer riqhta to the certificate holder in lieu of such endorsement(s). provisions or be endorsed. SPSI+.t Heather Neal PHONE(A/C. No. Exil: heather NAIC fINSURER'SI AFFORDING COVERAGE 1s377rNsuRFR a : l/Vestern National Mutual lnsurance Company PRODUCER Alliant lnsurance Services, lnc. 818 W Riverside Ave Ste 800 Spokane, WA 99201 INSIIRFR B : INSIIRFR C: tNsupFR n : INSIIRFR F: INSURER F Dea Inc., DBA Frontline Communication Systems 16208 E. LaCrosse Ln Spokane Valley, WA 99216 INSURED MAY POTHE PERILICY ODNAMINSUREDABOVEFORBHAVEELOWISSUEDBEENTHETOTHETHATCIESPOLIOFLISTEDNSURANCEtsTHJCERTIFYTOWHICHTOTHISOTHERORWITHDOCUMENTRESPECTORDITIONCONANYOFCONTMCTANDINGNOTWITHSTREQUIANYMENTRETERMNDICATED. H lsEREIN ECTSUBJ ALLTO TERMS,THEBYEDESCRIBEDPOLICIESTHPERTMAYTHINSURANCEEAFFORDEDTECERTIFICAISSUEDBEORAIN, BEENHAVE BYREDUCED CLAIMS.PAIDOFUcPOLICIES.CH MITSLI MAYSHOWNNSEXCLUSIOCONDITIONSAND EFF LIMITSPOLICY NUMBERTYPE OF INSURANCE X I X 1 11512027 WA 589237 1t5t2026 COMMERCIAL GENERAL LI,ABILITY X LIMIT POLICY PRO- JECT E CLAIMS.MADE occl.JR PERi LOC X X 1 X 1t5120271t5t2026 AUTOMOBILE LIABILITY ANY AUTO OWNED AUTOS ONLY HIRED AUTOS ONLY SCHEDULED AUTOS NON-OWNED AI.]TOS ONLY 589236 OCCUR CLAIMS-MADE UMBRELLA LIAB EXCESS LIAB DED RETENTION 11512026 1t512027589237 A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOFYPARTNEFUEXECUTIVE OFFICER/MEMBER EXCLUDED?(Mandatory ln NH) describe undertf N/A DESCRIPTIONOFOPERATIONS/LOCATIONS/VEHtCLES (ACORDlOl,AdditionalRemarksschedulE,maybeattachedifmorespaceisrequired) Kittitas County Sheriff's Office 307 West Umptanum Rd Ellensburg, WA 98926 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE {r--,{: ' ', @ 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (20161031 The ACORD name and logo are registered marks of AGORD