Loading...
HomeMy WebLinkAboutAFS between Comprehensive and KCPHDKittitas County Public Health Public Health Contract/Agreement Review Form Today's Date. 04/17/26 Legal Request #: 12404 Fund/Department: I 116-Public Health Agenda Date: Contract/Agreement Information Contract/Agreement Agency: Comprehensive Contract/Agreement Title: AFS between Kittitas County and Comprehensive Healthcare Begin Date: 01/01/27 T ` End Date: 12/31/2027 Total $ Amount: $400,000.00 Contract/Agreement #: PHMH26-003 Contract/Agreement Summary: The Agreement for Services is established to provide crisis case management at Kittitas Valley Healthcare and agreement outlines shifts and staffing. Kittitas County Prosecutor and Auditor Review and Comment: APPROVED TO FORM_ Signature R.i is RL, � _y Signature of Auditor's Budget Information s Office ce Revenue Code(s): 105 - 560.313.4000 Expense Code(s): 105 - 560.54101 ❑✓ Agency is not suspended/disbarred Pass Through Information Agency to Pass Through Amount to Pass Through Sub -Contract Approved Date: ❑ Not Checked (reason) Expense Code: Date C(•2Y•2(0 Date ADMIN I Version: 0 1 Supersedes: 0 1 Date Adopted: 12/01/2024 Modified By: Katie Odiaga Approval By: Chelsey Loeffers 4/22/26. 4:11 PM COMPREHENSIVE HEALTHCARE Unique Entity ID CAGE/NCAGE VMK1AJRWN5M5 45KM8 Physical Address 402 S 4TH AVE Yakima, Washington 98902-3546, United States Purpose of Registration All Awards Version Current Record I. — BUSINESS INFORMATION Doing Business As (blank) Division Name Comprehensive Healthcare Congressional District Washington 04 Owner Immediate Owner URL www.comphc.org Division Number (blank) State/Country of Incorporation Washington, United States CAGE Legal Business Name (blank)(blank) SAM.gov Entity Information Active Registration Expiration Date Mar 24, 2027 Mailing Address P.O. Box 959 Yakima, Washington 98907-0959, United States Registration Dates Activation Date Mar 26, 2026 Submission Date Mar 24, 2026 Initial Registration Date Sep 27, 2005 https //sam gov/entities/vieWNMK1AJRWN5M5/coreData?status=Act:ve&emrKeyValue=1383522--1774358886832856&regld=17293263 1/3 4/22/26, 4:11 PM Highest Level (blank)(blank) Owner Executive Compensation SAM.gov Entity Dates Entity Start Date Oct 13, 1978 Fiscal Year End Close Date Jun 30 Registrants in the System for Award Management (SAM) respond to the Executive Compensation questions in accordance with Section 6202 of P.L. 110-252, amending the Federal Funding Accountability and Transparency Act (P.L. 109-282). This information is not displayed in SAM. It is sent to USAspending.gov for display in association with an eligible award. Maintaining an active registration in SAM demonstrates the registrant responded to the questions. SAM SEARCH AUTHORIZATION I authorize my entity's non -sensitive information to be displayed in SAM public search results: Yes ENTITY TYPES Business Types Entity Structure Corporate Entity (Tax Exempt) Entity Type Business or Organization Profit Structure Non -Profit Organization Organization (blank) Factors Socio-Economic Types Check the registrant's Reps & Certs, if present, under FAR 52.212-3 or FAR 52.219-1 to determine if the entity is an SBA -certified HUBZone small business concern. Additional small business information may be found in the SBA's Dynamic Small Business Search if the entity completed the SBA supplemental pages during registration. htlps.11sam.gQvlerrti[lealview/VMKIAJRWN5M5/coreData?slates=Ac[Ive&emrKeylPalue-1383522-1774358866632856&regld-17293263 2/3 4/22/26, 4:11 PM SAM.gov httpsllsam.govlenthieshrlewNMK1AJRWNSM5IcoreData?s181us=Active&emrKeyValue=1383522-1774358886832858Mregld=172433263 3/3 KITTITAS COUNTY AGREEMENT FOR SERVICES P H M H 26-003 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 Comprehensive (hereinafter "Contractor"). The purpose of this Agreement is as follows: Provide Crisis Care Management at Kittitas Valley Healthcare. The term of this Agreement shall be from January 1, 2027, to December 31, 2027, 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: rr)I I NTV 507 N Nanum Street, Ste 1102 Ellensburg, WA 98926 Kasey Knutson Human Services Manager Human Services Kasey.knutson@co.kittitas.wa.us 509-962-7515 CONTRACTOR PO Box 959 Yakima, WA 98907 Jodi Daly CEO Jodi.daly@comphc.or 509-575-4084 This Agreement includes the following, which are attached hereto and hereby incorporated by this reference: Attachment "A": Scope of Work Attachment "B": Compensation Attachment "C": Insurance Requirements Attachment "D": Reporting Attachment "E": General Terms and Conditions Attachment "F": W-9 (Contractor must complete and return to the County for payment) Kittitas County Agreement for Services (rev. 5/14/25) Page 1 of 22 IN 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 BOARD OF COUNTY COMMISSIONERS Cory Wright, Chair Brett Wachsmith, Vice -Chair Laura Osiadacz, Commissioner Date: Attest: Clerk of the Board ❑ Julie Kjorsvik ❑ Mandy Buchholz Kittitas County Agreement for Services (rev. 5/14/25) Page 2 of 22 CONTRACTOR Signature ATTACHMENT "A" SCOPE OF WORK • Maintain sufficient FTE to provide established hours of Crisis Case Management (CCM) at Kittitas Valley Healthcare. ■ Staff training to include use of Columbia -Suicide Severity Rating Scale, Involuntary Treatment Act law, and the Daily Living Activities -20 functional assessment. • Screen individuals who have been referred to CCM. • Based on screening outcomes, refer individuals with behavioral health needs to appropriate care facilities, treatment, or other applicable agencies. ■ Track and submit data as specified in Attachment "D" (Reporting) Kittitas County Agreement for Services (rev. 5/14/25) Page 3 of 22 ATTACHMENT "B" COMPENSATION THE COUNTY 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: $400,000. Unless otherwise provided herein, Contractor shall be solely responsible for Contractor's travel and related expenses. Any uses of these funds outside of the listed allowable uses must be approved by Kittitas County in advance of the expenditure, in writing. Allowable uses of these funds are personnel costs including salary and benefits, indirect costs at the organization's approved indirect cost rate, or if none, up to 10% of salaries and benefits, and basic technology and supplies necessary to carry out the duties of the Crisis Case Manager position, including but not limited to cell phone, wifi access, and laptop computer. Unless otherwise provided herein, Contractor shall be solely responsible for Contractor's travel and related expenses. Any uses of these funds outside of the listed allowable uses must be approved by Kittitas County in advance of the expenditure, in writing. All funding is based on local tax and fee revenue. If local economic conditions result in insufficient funds to compensate at the stated levels, the County reserves the right to renegotiate funding amounts to remain within available revenue balances. The County will notify the Contractor immediately if financial forecasting or actuals indicate such a circumstance. All funds must be spent by December 31, 2027. No extension of the funding period will be granted. Reimbursement Procedures A. The Contractor shall submit invoices for services due once a month, which shall be emailed to Katie Odiaga, Kittitas County Public Health Department, at katie.odiaga@co.kittitas.wa._us. B. All invoices must be submitted by of the end of the month following the calendar month in which services were delivered. C. The Contactor must provide adequate backup documentation to support costs in each invoice. This includes a general ledger from the financial accounting system detailing transactions and expenditure dates for allowable activities within the period of performance. Payroll expenses must show employee names, hourly rate, number of hours, total pay, and project code. Benefits can be one line item but should include project code. Non -payroll expenses must include a copy of the receipt or payment invoice. Payments to subcontractors must be listed as a specific line item per subcontractor. D. All invoices must include invoice date and an invoice number. E. All invoices must also be accompanied by an updated Contractor Spending Form, as provided by Kittitas County, to ensure that billing record keeping matches County records. F. Failure to submit required monthly deliverable reports as outlined in Attachment A: Scope of Work may result in delayed reimbursement payments or denial of invoices. Kittitas County Agreement for Services (rev. 5/14/25) Page 4 of 22 G. Kittitas County is not liable for services provided unless the invoice is received on time or prior arrangements are agreed to in writing signed by the County. H. In no event shall payments under this agreement total more than $400,000. Kittitas County Agreement for Services (rev. 5/14/25) Page 5 of 22 ATTACHMENT "C" INSURANCE REQUIREMENTS 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 VII or better in the most recently published edition of Best's Reports unless otherwise approved by the County. If an insurer is not admitted, all insurance policies and procedures for issuing the insurance policies must comply with Chapter 48.15 RCW and 284-15 WAC. At a minimum, Contractor shall maintain and provide proof of the following selected options: © Commercial General Liability Insurance • Coverage limits not less than: • $1,000,000 per occurrence, for all covered losses ■ $2,000,000 general aggregate • $1,000,000 products & completed operations aggregate ■ $1,000,000 personal and advertising injury, each offense • The policy must be endorsed to include the County and its officials, employees and agents as additional insureds. © Commercial Automobile LiabilltV Insurance • 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. • Coverage limits not less than: $1,000,000 combined single limit ❑ Excess or Umbrella Liabilit ■ 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 Insurance policy coverages. If 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. • 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 & Employer's Liability ■ 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 $1,000,000 per accident or disease. Kittitas County Agreement for Services (rev. 5/14/25) Page 6 of 22 ❑ Professional Liability Errors and Omissions Liabili Coverage limits not less than: ■ $1,000,000 each claim • Contractor must provide evidence of this coverage on a policy form appropriate to Contractor's profession. Contractor shall furnish to the County a Certificate of Insurance, 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 shall form under this Agreement until and unless the following are provided to the County: (1) a copy of the Certificate(s) of Insurance 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. 5/14/25) Page 7 of 22 ATTACHMENT "D" REPORTING Contractor shall provide quarterly progress reports using the template provided. Please submit progress reports to the clerk at healthandhumanservices@co.kittitas.wa.us. Due Dates are as follows: Quarter 1 (January -March) report due on the last day of April. o Quarter 2 (April -June) report due on the last day of July. • Quarter 3 (July -September) report due on the last day of October. Quarter 4 (October -December) report due on the last day of January. The report shall include, at a minimum: 1. A brief progress update on each of the activities in your approved Performance Indicators and Evaluation Workbook, including relevant successes and challenges. 2. A data summary of the following outputs as indicated in your Performance Indicators and Evaluation Workbook (submitted in application process) and additional county requests: a) Number of incoming referrals and their source b) Total number of individuals seen by CCMs c) Number of individuals screened for suicidal ideation d) Number of individuals screened for behavioral health or related interventions (other than suicidal ideation) e) Number of individuals referred to crisis or other behavioral health services for suicide risk, ideation, or behavior (total outgoing referrals) f) Number of Release of Information forms signed and declined g) Number of individuals receiving or participating in evidence -based behavioral health -related services as a result of the grant (how many people accessed care from outgoing referrals vs dropping out) h) Number of individuals (staff) trained in suicide risk assessment as a result of the grant The County retains the right to request clarification or additional information of the applicant as needed to assess project progress and/or appropriate use of funds. Failure to submit the required reports may result in delayed reimbursement payments, denial of invoices, or contract termination. Contracts, reporting, and invoicing documentation is subject to public disclosure. Please refrain from using individual names in these documents. These documents may be posted to the Kittitas County Public Department's Website at any time to provide transparency in the use of tax funding. Kittitas County Agreement for Services (rev. 5/14/25) Page 8 of 22 ATTACHMENT "E" ENERAL TERMS AND CONDITIONS 1. 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 Payment: Compensation to Contractor for services rendered under this Agreement shall be as set forth in Attachment "B". Where Attachment "B" requires payment(s) by the County, payment shall be based upon billings, supported unless provided otherwise in Attachment "B", by documentation of units of work actually performed and amounts earned, including, where appropriate, the total number of hours for the month and the total dollar payment requested. Unless specifically stated in Attachment "B", the County will not reimburse Contractor for 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 "B". In 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 the County to make withholding for any taxes other than income taxes (e.g., Medicare). All compensation received by Contractor will be reported to the Internal Revenue Service at the end of the calendar year in accordance with applicable IRS regulations. It 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. Contractor must pay all other taxes, including but not limited to: business and occupation tax; or taxes based 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. Independent Contractor: Contractor's services shall be furnished by Contractor as an independent contractor, and nothing stated herein shall be construed to create a relationship of employer -employee or a guarantee of future employment. Contractor acknowledges that its entire compensation under this Agreement is specified in Attachment "B", 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: and Subcontracting: No portion of this Agreement may be assigned or subcontracted to any other individual, firm or entity without the express and prior written approval of the County. The Contractor may only subcontract work contemplated under this agreement if it obtains the prior written approval of the County. If the County approves subcontracting, the Contractor shall maintain written procedures related to subcontracting, as well as copies of all subcontracts and records related to subcontracts. For cause, the County in writing may require the Contractor to amend its subcontracting procedures as they relate Kittitas County Agreement for Services (rev. 5/14/25) Page 9 of 22 to this agreement, prohibit the Contractor from subcontracting with a particular person or entity, or require the Contractor to rescind or amend a subcontract. Every subcontract shall bind the Subcontractor to follow all applicable terms of this agreement. The Contractor is responsible to the County if the Subcontractor fails to comply with any applicable term or condition of this agreement. The Contractor shall appropriately monitor the activities of the Subcontractor to assure fiscal conditions of this agreement. In no event shall the existence of a subcontract operate to release or reduce the liability of the Contractor to the County for any breach in the performance of the Subcontractor's duties. Every subcontract shall include a term that County is not liable for claims or damages arising from a Subcontractor's performance of the subcontract. 6. Right to Review; Maintenance of Records: This Agreement is subject to review by any Federal or State auditor. The County or its designee shall have the right to review and monitor the financial and service components of 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 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. 7.2 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. If 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, lacks 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 8.1 This Agreement may be terminated at any time by mutual written agreement of the parties. 8.2 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. 8.3 If 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 Kittitas County Agreement for Services (rev. 5/14/25) Page 10 of 22 the County's option, obtain performance of the work elsewhere. If 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 under this 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. 8.4 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 been performed or deliverables that have not been provided. 9. Indemnification 9.1 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 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 (1) 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 Contractor'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 Industrial Insurance 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. 9.2 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 In 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. 10. Venue and Choice of Law: In 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 shall be governed by the laws of the State of Washington. 11. Non -Appropriation of Funds: If the County does not appropriate sufficient funding for this Agreement for any future fiscal period, the County will not be obligated to make payments for services performed after the end of the last fiscal period for which sufficient funding was appropriated. No 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: Kittitas County Agreement for Services (rev. 5/14/25) Page 11 of 22 12.1 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. 12.2 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. 12.5 Contractor is not in violation of any applicable law, ordinance or regulation the consequence of which will or may materially affect Contractor's ability to perform its obligations under this Agreement. 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. 12.6 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. 12.7 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. 13. Ownership of Items Produced: All writings, programs, data, reports, films, recordings, or other materials prepared by Contractor and/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. 14. intellectual Property Infringement: Contractor will defend and indemnify the County from any claimed action, cause or demand brought against the County, to the extent such action is based on the claim that information 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 County Name and Logo: Contractor may not use the County's name, logo(s), trademark(s), or other identifying information, 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. Kittitas County Agreement for Services (rev. 5/14/25) Page 12 of 22 16. 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 memberto 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. In 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. 17. Confidentiality: 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 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. 18. 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 Contractor shall be provided to the County's point of contact listed on page 1 of 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 under this Agreement is considered "public work" as defined in RCW 39.04.010, Contractor 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 regulations of the Washington State Department of Labor and Industries. The schedule of prevailing wage rates for the applicable locality or localities is determined by the Industrial Statistician of the Department of Labor and Industries. It is Contractor's responsibility to verify the applicable prevailing wage rate. It 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 Industries. 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 of care and skill ordinarily 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. Kittitas County Agreement for Services (rev. 5/14/25) Page 13 of 22 21. Nondiscrimination 21.1 In the performance of this Agreement, Contractor will not discriminate against any employee or applicant for employment 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; 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, 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. 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 training, including apprenticeships. Contractor shall take such action with respect to this Agreement as may be required to ensure full compliance with local, state and federal laws prohibiting discrimination in employment. 21.2 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. 21.3 If any assignment and/or subcontracting has been authorized by the County, said assignment or subcontract 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, or the exercise of any right or privilege hereunder, unless otherwise stated in a writing, signed by the parties hereto. 23. Headings: The headings of sections and paragraphs of this Agreement are for convenience of reference only and are not intended to restrict, affect, or be of any weight in the interpretation or construction of the provisions of such sections or paragraphs. 24. Survival: The provisions of paragraphs 2, 3, 4, 6, 8, 9, 10, 13, 14, 15, 16, 17, 19, 20, 22, 24, and 28 of these General Terms and Conditions shall survive 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 work 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 Agreement, no modification or waiver of this Agreement shall be valid or binding unless in writing and signed by the parties. 26. SeveraWNW: If any term or condition of this Agreement or the application thereof to any person(s) or circumstances is held invalid, such invalidity shall not affect other terms, conditions or applications which can Kittitas County Agreement for Services (rev. 5/14/25) Page 14 of 22 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. 28. Construction: This Agreement has been mutually reviewed and negotiated by the parties, and should not be construed against the drafter. 29. Agreement Not for Benefit of Third 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. Kittitas County Agreement for Services (rev. 5/14/25) Page 15 of 22 ATTACHMENT 'T" Fe. W-9 I Request for Taxpayer Give form to the (Rev. March 2024) Identification Number and Certification requester. Do not Department of the Treasury Go to www.ins.gov/FormlW9 for instructions and the latest Information. send to the IRS. Internal Revenue Service Before you begin. For gxudmicr. related to the purpose of Form W-9, see Purpose olForm, below. 1 Name o1 entity/individual. An entry Is required. (For a sole proprietor or disregarded entity, enter the owner's name on line 1, and enter the business/disregarded entity's name on line 2.) 2 Business namo/disrogardod ontily name, if different from above. 0 3a Check the appropriate box for federal tax classification of the entity/individual whose name Is entered on line 1. Check 4 Exemptions (codes apply only to monly one of the following seven boxes. certain entitles, not Individuals: a c ❑ Individual/solo proprietor ❑ C corporation ❑ S corporation ❑ Partnership ❑ Trustlostato see Instructions on page 3): � _ ❑ LLC. Enter the tax classification (C = C corporation, S = S corporation, P = Partnership) Exempt payee code (If any) u Note: Check the "LLC" box above and, In the entry space, enter the appropriate code (C. S. or P) for the tax classification of the LLC, unless It is a disregarded entity. A disregarded entity should instead check the appropriate Exemption from Foreign Account Tax `o box for the tax classification of its owner. Compliance Act (FATCA) reporting rCC ❑ Other (see instructions) code (1any) a o (Applies to accounts maintained 3b If on line 3a you checked "Partnership" or'Trust/estate," or checked 'LLC" and entered "P" as its tax classification, C and you are providing hilt loan to a p���p, trust, or estate in which you have an ownership interest, check ❑ outside the United States.) y this box if you have any foreign canners, owners. or benKcierres, See Instructions . N5 Address (number, street, and apt, or suite no.). See Instructions. Requesters name and address (optional) 6 City, state, and ZIP code 7 List account number(s) here (optional ff Taxpayer Identification Number (TIN) Enter your TIN In the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a Social security number m resident Allen, sole proprietor, or disregarded entity, see the Instructions for Part I, later. For other — entitles, it is your employer identification number (tile). if you do not have a numuer, See r-ruw W gad a or TIN, later. Employer Idanthicat[on Note: If the account is In more than one name, see the instructions for line 1. See also What Name and j� Number To Give the Requester for guidelines on whose number to enter. Certification Under penalties of perjury, I certify that: 1. The number shown on this form Is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and 2. 1 am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and 3. 1 am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA code(s) entered on this form (f any) indicating [hat I am exempt from FATCA reporting is correct. Certification Instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, Rem 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement ORA), and, generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part IL later. Sign Signature of Here I U.S. person Date General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Future developments. For the latest information about developments related to Form W-9 and Its Instructions, such as legislation enacted after they were published, go to wimmirs.goviFormIN9, What's New Line 3a has been modified to clarify how a disregarded entity completes this line. An LLC that Is a disregarded entity should check the appropriate box for the tax classification of its owner. Otherwise, it Should check the "LLC" box and enter its appropriate tax classification. New line 3b has been added to this form. A flow -through entity is required to complete this line to Indicate that It has direct or indirect foreign partners, owners. or beneficiaries when it provides the Form W-9 to another flow -through entity In which it has an ownership interest. This change is intended to provide a flow -through entity with information regarding the status oI iIs indirect foreign partners, owners, or beneficiaries, so that It can satisfy any applicable reporting requirettlents. For example, a partnership that has any indirect foreign partners may be required to compete Schedules K-2 and K"3. See the Pnrin*mhip instructions for Schedules K-2 and K-3 (Form 1065). Purpose of Form Art Individual or entity (Form W9 roquestiao who is requfred to file an intormation return with the IRS Is giving you this form because they Cal. No. 10231X Form W-9 (Rev. 3-2024) Kittitas County Agreement for Services (rev. 5/14/25) Page 16 of 22 Fcv n W-9 (Rev. 3-2024) Page 2 must obtain your correct taxpayer identification number MhQ. which may be your social security number (SM. individual taxpayer identification number (ITIM, adoption taxpayer identification number (ATIN). or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return_ Examples of information returns include, but are not limited to, the following. • Form 1099-INT (interest earned or paid). • Form 1099-DN (dividends, including those from stocks or mutual funds). • Form 1099-MISC (various types of income, prizes, awards, or gross proceeds). • Form 1099-NEC (nonemployee compensation). • Form 1099-B (stock or mutual fund sales and certain other transactions by brokers). • Form 1099-S (proceeds from real estate transactions). • Form 1099-K (merchant card and third -party network transactions). • Form 1098 (home mortgage interest), 1098-E (student ban interest), and 1098-T (tuition). • Form 1099-C (canceled debt). • Form 1099-A (acquisition or abandonment of secured property). Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN. Caution: If you don't return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding, later. By signing the filled -out form, you: 1. Certify that the TIN you are giving is correct (or you are::aiting for a number to be issued): 2. Certify that you are not subject to backup withholding; or 3. Claim exemption from backup withholding if you are a U.S. exempt payee; and 4. Certify to your non -foreign status for purposes of withholding under chapter 3 or 4 of the Code (if applicable); and 5. Certify that FATCA code(s) entered on this form (d any) indicating that you are exempt from the FATCA reporting is correct. See KIMt Is FATCA Reporting, later, for further information. Note: If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester's form if it is substantially similar to this Form W-9. Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are: • An individual who is a U.S. citizen or U.S. resident alien; • A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States; • An estate (other than a foreign estate); or • A domestic trust (as defined in Regulations section 301.7701-7). Establishing U.S. status for purposes of chapter 3 and chapter 4 withholding. Payments made to foreign persons, including certain distributions, allocations of income. or transfers of sales proceeds, may be subject to withholding under chapter 3 or chapter 4 of the Code (sections 1441-1474). Under those rules, if a Form W-9 or other certification of non -foreign status has riot been received, a withholding agent, transferee, or partnership (payor) generally applies presumption rules that may require the payor to wifold applicable tax from the recipient, owner, transferor, or partner (payee). See Pub. 515, Withholding of Tax on Nonresident Aliens and Foreign Entities. The following persons must provide Form W-9 to the payer for purposes of establishing its non -foreign status. • In the case of a disregarded entity with a U.S. owner. the U.S. owner of the disregarded entity and not the disregarded entity. • In the case of a grantor trust with a U.S. grantor or ether U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the grantor trust. • In the case of a U.S. trust (other than a grantor trust), the U.S. trust and not the beneficiaries of the trust. See Pub. 515 for more information on providing a Form W-9 or a certification of non -foreign status to avoid withholding. Kittitas County Agreement for Services (rev. 5/14/25) Page 17 of 22 Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person (under Regulations section 1.1441-1(b)(2)(v) or other applicable section for chapter 3 or 4 purposes), do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see Pub. 515). If you are a qualified foreign pension fund under Regulations section 1.8970)-1(d), or a partnership that is wholly owned by qualified foreign pension funds, that is treated as a non -foreign person for purposes of section 1445 withholding, do not use Form W-9. Instead, use Form W-817CP (or other certification of non -foreign status). Nonresident alien who becomes a resident alien. Generally, only a nonresident arien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a saving clause. Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes. It you am a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items. t. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien. 2. The treaty article addressing the income. 3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions. 4. The type and amount of income that qualifies for the exemption from tax. S. Sufficient facts to justify the exemption from tax under the terms of the treaty article. Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if their stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U,S: China treaty (dated April 30. 1W) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first Protocol) and is relying on this exception to claim an exemption from tax on their scholarship or fellowship income would attach to Form W-9 a statement that includes the information descrbed above to support that exemption. If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 or Form 8233. Backup Withholding What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the 1RS 24% of such payments. This is called "backup withholding." Payments that may be subject to backup withholding include, but are not limited to, interest, tax-exempt interest. dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, payments made in settlement of payment card and third -party network transactions, and certain payments from fishing boat operators. Real estate Iransactions are not subject to backup withholding. You vrill not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return. Payments you receive will be subject to backup withholding if: 1. You do not furnish your TIN to the requester, 2. You do not certify your TIN when required (see the instructions for Part II for details); 3. The IRS tells the requester that you furnished an incorrect TIN; 4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax reium (for reportable interest and dividends only): or 5. You do not certify to the requester that you are not subject to backup withholding, as described in ilem 4 under 'Ely signkV the h9ed- out form" above (for reportable interest and dividend accounts opened after 1983 only). Form W-9 (Rev. 3-2024) Page 3 Certain payees and payments are exempt from backup withholding. See Exempt payee code, later, and the separate Instructions for the Requester of Form W-9 for more information. See also Establishing U.S. status for purposes of chapter 3 and chapter withholding, earlier. What Is FATCA Reporting? The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all U.S. account holders that are specified U.S. persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code. later. and the Instructions for the Requester of Form W-9 for more information. Updating Your Information You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example. you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you are no longer tax exempt In addition, you must furnish a new Form W-9 if the name or TIN changes for the account, for example, if the grantor of a grantor trust dies. Penalties Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. Civil penalty for false information witli respect to withholding. If you make a false statement vdilh no reasonable basis that results in no backup withholding, you are subject to a $500 penalty. Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. Misuse of TINS. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties. Specific Instructions Line 1 You must enter one of the following on this line; do not leave this line blank. The name should match the name on your tax return. If this Forth W-9 is for a joint account (other than an account maintained by a foreign financial institution (FFIj), list first, and then circle, the name of the person or entity %vhose number you entered in Part I of Form W-9. If you are providing Forth W-9 to an FFI to document a joint account, each holder of the account that is a U.S. person must provide a Form W-9. • Individual. Generally, enter the name shown on your tax return. If you have changed your last name without informing the Social Security Administration (SSA) of the name change, enter your first name, the last name as shown on your social security card, and your new last name. Note for ITIN applicant: Enter your individual name as it was entered on your Forn W-7 application, line 1 a. This should also be the same as the name you entered on the Form 1040 you filed with your application. • Sole proprietor. Enter your individual name as shown on your Form 1040 on line 1. Enter your business, trade, or "doing business ae (DBA) name on line 2. • Partnership, C corporation, S corporation, or LLC, other than a disregarded entity. Enter the entity's name as shown on the entity's tax return on line 1 and any business, trade, or DBA name on line 2. • Other entities. Enter your name as shown on required U.S. federal tax documents on line 1. This name should match the name shown on the charter or other legal document creating the entity. Enter any business, trade, or DBA name on line 2. • Disregarded entity. In general, a business entity that has a single owner, including an LLC, and is not a corporation, is disregarded as an entity separate from its owner (a disregarded entity). See Regulations section 301.7701-2(c)(2). A disregarded entity should check the appropriate box for the tax classification of its owner. Enter the owner's name on line 1. The name of the owner entered on line 1 should never be a disregarded entity. The name on line 1 should be the name shown on the income tax return on which the income should be reported. For Kittitas County Agreement for Services (rev. 5/14/25) Page 18 of 22 example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a single owner Ihat is a U.S. person, the U.S. owner's name is required to be provided on line 1. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entws name on line 2. It the owner of the disregarded entity is a foreign person, the owner must complete an appropriate Form W-8 instead of a Form W-9. This is the case even if the foreign person has a U.S. TIN. Line 2 If you have a business name, trade name, DBA name, or disregarded entity name, enter it on line 2. Line 3a Check the appropriate box on line 3a for the U.S. federal tax classification of the person whose name is entered on line 1. Check only one box on line 3a. IF the entitylindividual on line 1 THEN check the box for ... is a(n) ... • Corporation Corporation. • Individual or Individual/sole proprietor. • Sole proprietorship • LLC classed as a partnership Limited (ability company and for U.S. federal tax purposes or enter the appropriate tax • LLC that has filed Forth 8832 or classification: 2553 electing to be taxed as a P = Partnership, corporation C = C corporation, or S = S corporation. • Partnership Partnership. • Trustlestate Trust/estate. Line 3b Check this box if you are a partnership (including an LLC classified as a partnership for U.S. federal tax purposes), trust, or estate that has any foreign partners, owners, or beneficiaries, and you are providing this form to a partnership, Irust, or estate. in which you have an ownership interest. You must check the box on line 3b if you receive a Fort W-8 (or documentary evidence) from any partner, owner, or beneficiary establishing foreign status or if you receive a Form W-9 from any partner, owner, or beneficiary that has checked the box on line 3b. Note: A partnership that provides a Forth W-9 and checks box 3b may be required to complete Schedules K-2 and K-3 (Forth 1065). For more infernnation, see the Partnership Instructions for Schedules K-2 and K-3 (Form 1065). If you are required to complete line 3b but fail to do so. you may not receive the information necessary to file a correct information return with the IRS or furnish a correct payee statement to your partners or beneficiaries. See, for example, sections 6698, 6722, and 6724 for penalties that may apply. Line 4 Exemptions tf you are exempt from backup withholding and/or FATCA reporting, enter in the appropriate space on line 4 any code(s) that may apply to you. Exempt payee code. • Generally, individuals (including sole proprietors) are not exempt from backup withholding. • Except as provided below, corporations are exempt from backup withholding for certain payments. including interest and dividends. • Corporations are not exempt from backup withholding for payments made in settlement of payment card or Third -party network transactions. • Corporations are not exempt from backup withholding with respect to attomeys' fees or gross proceeds paid to attomeys, and corporations that provide medical or health care services are not exempt with respect to payments reportable on Form 1099-MISC. The following codes identify payees that are exempt from backup withholding. Enter the appropriate code in the space on line 4. 1—An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2). Form W-9 (Rev. 3-2024) Page 4 2—The United States or any of its agencies or instrumentalities. 3—A state, the District of Columbia, a U.S_ commonwealth or territory, or any of their political subdivisions or instrumentalities. 4—A foreign government or any of its political subdivisions, agencies, or instrumentalities. 5—A corporation. 6—A dealer in securities or commodities required to register in the United States, the District of Columbia, or a U.S. commonwealth or territory. 7—A futures commission merchant registered with the Commodity Futures Trading Commission. 8—A real estate investment trust. 9—An entity registered at all times during the tax year under the Investment Company Act of 1940. 10—A common trust fund operated by a bank under section 584(a). 11—A financial institution as defined under section 581. 12—A middleman known in the investment community as a nominee or custodian. 13—A trust exempt from tax under section 664 or described in section 4947. The folWulrn9 chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 13. IF the payment is for ... THEN the payment is exempt for... • Interest and dividend payments All exempt payees except for 7. • Srokertraasacnons Exempt payees 1 through 4 and 6 through 11 and all C corporations. S corporations must not enter an exempt payee code because they are exempt only for sates of noncovered securities acquired prior to 2012. • Barter exchange transactions Exempt payees 1 through 4. and patronage dividends • Payments over $600 required to Generally, exempt payees be reported and direct sales over 1 through 5.2 $5,000' • Payments made in settlement of { Exempt payees 1 through 4. payment card or third -party network transactions I{ r See Form 1099-MISC, Miscellaneous Information, and its instructions. 2 However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attomeys' fees, gross proceeds paid to an attorney reportable under section 6045(f), and payments for services paid by a federal executive agency. Exemption from FATCA reporting code. The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting this form for accounts maintained outside of the United States by certain foreign financial institutions. Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form if you are uncertain if the financial institution is subject to these requirements. A requester may indicate that a code is not required by providing you with a Form W 9 with "Not Applicable" (or any similar indication) entered on the line for a FATCA exemption code. A —An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a)(37). e—The United States or any of its agencies or instrumentalities. C—A state, the District of Columbia, a U.S. commonwealth or territory, or any of their political subdivisions or instrumentalities. D—A corporation the stock of which is regularly traded on one or more established securities markets, as described in Regulations section 1.1472-1(c)(1)(i). E—A corporation that is a member of the same expanded affiliated group as a corporation described in Regulations section 1.1472-1(c)(1)(i). Kittitas County Agreement for Services (rev. 5/14/25) Page 19 of 22 F—A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any state. G—A real estate investment trust. H—A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940. 1—A common trust fund as defined in section 584(a). J—A bank as defined in section 581. K—A broker. L—A trust exempt from tax under section 664 or described in section 4947(a)(1). M—A tax-exempt trust under a section 403(b) plan or section 457(g) plan. Note: You may wish to consult with the financial institution requesting this form to determine whether the FATCA code and/or exempt payee code should be completed. Line 5 Enter your address (number, street, and apartment or suite number). This is where the requester of this Form W-9 will mail your information returns. If this address differs from the one the requester already has on file, enter "NEW" at the top. If a new address is provided, there is still a chance the old address will be used until the payor changes your address in their records. Line 6 Enter your city, state, and ZIP code. Part I. Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. If you are a resilient alien and you do not have, and are not eligible to get, an $SN, your TIN is your IRS MN, Enter it in the entry space for the Social security number. If you do not have an FTIN, see How to get a TIN below. If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. If you are a single -member LLC that is disregarded as an entity separate from its owner, enter the owner's SSN (or EIN, if the owner has one). If the LLC is classified as a corporation or partnership, enter the entity's EIN. Note: See What Name and Number To Give the Requester, later, for further clarification of name and TIN combinations. How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get. Form SS-5. Application for a Social Security Card, from your local SSA office or get this form online at www,SSA.gov. You may also get this form by calling $00-772-1213. Use Form W-7. Application for IRS Individual Taxpayer Identification Number, to apply for an [TIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/EIN. Go to www.frs.9ov1Forms to view, download, or print Form W-7 and/or Form SS-4. Or. you can go to www.Irs.gov1OrderForms to place an order and have Form W-7 and/or Form SS-4 mailed to you within 15 business days. If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and enter "Applied For' in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, you will generally have 60 days to get a TIN and give R to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester. Note: Entering "Applied Far" means that you have already applied for a TIN or that you intend to apply for one soon. See also Establishing U.S. status for purposes of chapter 3 and chapter 4 withholding, earlier, for when you may instead be subject to withholding under chapter 3 or 4 of the Code. Caution: A disregarded U.S. entity that has a foreign owner must use the appropriate Form W-8. Form W-9 (Rev. 3-2024) Page 5 Part II. Certification To establish to the withholding agent that you are a U-S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if item 1, 4, or 5 below indicates otherwise. For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on line 1 must sign. Fxempt payees, see Exempt payee code, earlier. Signature requirements. Complete the certification as indicated in items 1 through 5 below. 1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification. 2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding wilt apply, II you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out Rem 2 in the certification before signing the form. 3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification. 4. Other payments. You must give your corcect TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. "Other payments" include payments made in the course of the requester's trade or business For rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments made in settlement of payment card and third party network transactions. payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations). 5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section $29). AR LE accounts (under section 529A), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification. What Name and Number To Give the Requester For this type of account: I Give name and SSN of: 1. Individual The individual 2, Two or more amdividuab (joint account) The actual owner of the account or, other than an account maintained by if combined funds, the first individual art FFI on the account' 3. Two or more U.S. persons Each folder of the account #oinm account mainlained by an FFt) 4. Custodial account of a minor The minor2 (Uniform Gift to Minora Acl) S. a. The usual revocable savings trust The grantor -trustee' (grantor is also trustee) b, So-called trust account that is nol The actual owner' a legal or valid trust under state law 6. Sale proprietorship or disregarded The owner3 entity owned by an indit-;dual 7. Grantor trust filing under Optional The grantor Fling Moihod 1 (see Regulations section 1,671-s[bH2K}(Aj}' Kittitas County Agreement for Services (rev. 5/14/25) Page 20 of 22 For this type of account: Give name and EIN of: B Disregarded entry not avmed by an The owner individual 8. A valid trust, estate, or pension Mist Legal entity' 10. Corporation or LLC electing corporate The corporation status on Form M2 or Form 25M 11. Association, club. reriQiorms, charitable. The organization educational, or other tax-exempt organization 12. Pwtnerohip or rauki-membef LLC The partnership 13. A broker or regivtemd nominee The broker or nominee 14. Account with the department of The public entity Agriculture in the name of a public entity (such as a state or local government. school district, or prison) Thal receives agricultural program payments 15. Grantof trust filing Form 1041 or The trust under the Optional Fling Method 2. requiring Form 1099 (see Regulations section 1.671-4(b)(2)()(13))" ' List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person's number must be fumished. 2 Circle the minor's name and fumish the minor's SSN. -'You must show your individual name on line 1. and enter your business or DBA name, if any, on line 2. You may use either your SSN or E I N (if you have one), but the IRS encourages you to use your SSN. 'List first and circle the name of the trust, estate, or pension trust. (Do not fumish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Note: The grantor must also provide a Form W-9 to the trustee of the trust. For more information on optional filing methods for grantor trusts, see the Instructions for Form 1041. Note: If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed. Secure Your Tax Records From Identity Theft Identity theft occurs when someone uses your personal information, such as your name. SSN, or other identifying information, without your permission to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund. To reduce your risk: • Protect your SSN, • Ensure your employer is protecting your SSN, and • Be careful when choosing a tax return preparer. If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter. If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity. or a questionable credit report, contact the IRS Identity Theft Hotline at 800-908-4490 or submit Form 14039. For more information, see Pub. 5027, Identity Theft Information for Taxpayers. Form W-9 (Rev. 3-2024) Page 6 Victims of identity theft who are experiencing economic harm or a systemic problem. or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calfing the TAS toll -free case intake line at 877-777-4778 orTTY/FDD 800-829-4059. Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft. The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers. passwords, or similar secret access information for their credit card, bank, or other financial accounts. If you receive an unsolicited email claiming to be from the IRS, forward this message to pt ishir g4irs.gov. You may Aso report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General far Tax Administration MGTA) at 800-366-4484. You can forward suspicious emails to the Federal Trade Commission at spam@uce.gov or report them at ►www.Rc govlcompWnt. You can contact the FTC at vfwvr.ftc_govlidtheft or 877-ID114EFT (877438-4338). If you have been the victim of identity theft- see ►vivw.ldenfrfyTheff goy and Pub. 5027. Go to wwwos.govlldentityThefr to learn more about identity theft and how to reduce your risk. Kittitas County Agreement for Services (rev. 5/14/25) Page 21 of 22 Privacy Act Notice Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you: mortgage interest you paid: the acquisition or abandonment of secured property; the cancellation of debt: or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS. reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. commonwealths and territories for use in administering their laers. The information may also be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payors must generally withhold a percentage of taxable interest, dividends. and certain other payments to a payee who does not give a TIN to the payor. Certain penalties may also apply for providing false or fraudulent information. Kittitas County Agreement for Services (rev. 5/14/25) Page 22 of 22