HomeMy WebLinkAboutThe Ferguson Group Contract 2026Kittitas County Agreement for Services (rev. 5/14/25)
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KITTITAS 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 The Ferguson Group (hereinafter
“Contractor”).
The purpose of this Agreement is as follows: Assess and identify local and regional priorities and develop
a strategy to meet the needs and identify specific opportunities for County projects, priorities, and goals.
The term of this Agreement shall be from May 1, 2026, through April 30, 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:
COUNTY
205 West 5th Ave. Room 108
Ellensburg, WA 98926
Board of County Commissioners
Chairman or Vice-Chairman
Brett Wachsmith
bocc@co.kittitas.wa.us
509-962-7508
CONTRACTOR
1901 Pennsylvania Ave. NW, Suite 700
Washington DC 20006
Kristi More
Managing Partner of Grants
kmore@tfgnet.com
202-454-3950
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”: General Terms and Conditions
Attachment “E”: W-9 (Contractor must complete and return to the County for payment)
Attachment “F”: Retirement Status Form (Contractor must complete and return to the County
for payment if Contractor is an individual, as opposed to a corporate business
entity)
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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
______________________________
Chair
______________________________
Vice-Chair
______________________________
Commissioner
Date: ___________________
Attest:
______________________________
Clerk of the Board
CONTRACTOR
______________________________
Signature
______________________________
Printed Name
______________________________
Title
Date: ____________________
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ATTACHMENT “A”
SCOPE OF WORK
Scope of work to include the following:
Strategic Assessment of Opportunities
The Contractor will send a team of professionals or conduct meetings to Kittitas County to assess and identify
your local and regional priorities and develop a strategy to meet those needs. Contractor understands a large
component of County priorities lie in the I-90 Corridor and Contractor will focus efforts on that project.
However, Contractor believes it is beneficial to the overall strategy to explore all regional needs and look at the
intersection of transportation infrastructure to the local and regional economies.
Based on mutual discussions, Contractor will then provide County with a strategic analysis and corresponding
work plan that will assess and identify specific opportunities for County projects, priorities, and goals. Contractor
will coordinate with County to discuss assessment and proposed work plan. The resulting strategic work plan will
serve as a roadmap for promoting County needs and priorities with flexibility built in to adjust for future and
changing circumstances. The final agenda and work plan will not only concentrate on the strategy for the I-90
Corridor, but also all County-wide priorities.
Grants Strategy
Contractor anticipates there will be a significant grants component to accomplishing the County’s goals.
Contractor’s grants staff will ensure all relevant competitive grant opportunities are explored for priority
projects identified in the work plan, including federal, state, and foundation grant opportunities.
The development of the grants strategy for the County will be comprised of the following:
Opportunities Analysis: Contractor provides a comprehensive approach to developing project priorities
and identifies the best funding opportunities for those projects. Contractor to provide a full report of
funding options and a recommended action plan that will improve award rates.
Project Evaluation: The project evaluation focuses on identifying funding opportunities for specific
County projects. Contractor will provide a list of funding opportunities that coincide with County priority
projects, as well as recommendations about the best approach based on the project.
Strategic Advice: Once an opportunity is identified and the County decides to move forward, Contractor
will guide County in positioning the application for success. Central to our success is knowledge of the
underlying program’s authorizing legislation and priorities of the grant-making agency.
Grant Guide
Based on Contractor understanding of the County’s goals for the I-90 Corridor, Contractor will compile an
updated Grant Funding Guide that includes relevant information on potential federal funding sources for the
planning and construction of an expansion of I-90. The Grant Funding Guide will serve as a strategic planning
tool for the I-90 project and will also incorporate funding opportunities for other auxiliary projects within the
corridor that help support the overall goals of the expansion.
Regional Coalition Building
With a project with the magnitude of the I-90 Corridor Project, having support from the local and regional
communities will be critical to success. Contractor will work with County to develop and organize a coalition of
public agencies, regional organization, private entities, and other interested parties who are in support of the I-
90 project and its impacts to the community, region, and state. This coalition will serve as the driving force for
grass roots advocacy in support of the project as well as establishing a network of project partners and a
framework for information sharing and data collection. Contractor will be responsible for identifying potential
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stakeholders, performing outreach to those stakeholders, and developing the organizational structure of the
coalition. Contractor will work with members to establish and maintain the “face” and brand of the coalition,
develop outreach materials, host stakeholder meetings, and maintain the coalition website. The focus of the
coalition will be to develop and support grassroots advocacy efforts locally, regionally, at the state level, and in
Washington, DC.
Project Advocacy
Contractor will work with Kittitas County to develop an advocacy strategy that draws upon the strengths of the
County and its regional partners. The regional coalition will be instrumental in this regard. Contractor anticipates
that federal transportation programs will be a main target of funding for the I-90 project. In this regard,
advocacy in Washington DC will be critical. Contractor practices a cooperative team approach to advocacy in
which the County is an integral part of the education and advocacy process in Washington, DC. Contractor will
work closely with County to identify the best timing, audience, and message when County staff and coalition
members are in Washington, DC. Contractor encourages the County to make at least one trip to Washington, DC
annually to meet with their congressional delegations and relevant federal agencies. An additional trip may be
warranted depending on the progress of County and coalition objectives.
Contractor’s team will prepare meeting materials, provide recommended talking points, brief County staff and
coalition members in advance, discuss political strategies, and answer all questions to help optimize
effectiveness during advocacy meetings and otherwise. Contractor will make all arrangements for the most
effective use of time, resources, and effort. Contractor will personally guide County staff and coalition members
through these visits in Washington, DC and assist with related logistics and all the necessary follow-up.
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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: An annual flat fee of $84,000, payable in monthly
installments of $7,000.00. The monthly retainer will cover all services outlined in this proposal as well as all
expenses related to Contractor work for the County, including travel.
Unless otherwise provided herein, Contractor shall be solely responsible for Contractor’s travel and
related expenses.
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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 Liability 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 Liability
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.
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☐ Professional Liability / Errors and Omissions Liability
Coverage limits not less than:
$1,000,000 per occurrence and $1,000,000 in the aggregate.
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.
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ATTACHMENT “D”
GENERAL 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: 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 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
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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
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
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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:
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.
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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.
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 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. 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
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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.
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
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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. Severability: 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
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.
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ATTACHMENT “E”
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ATTACHMENT “F”
RETIREMENT STATUS FORM
** All Contractors who are individuals must complete and sign **
SECTION 1: CONTRACTOR COMPLETES THIS SECTION:
Did you retire from one of the State of Washington Retirement Systems? __ Yes __ No
Did you retire before age 65 using the 2008 early retirement factors (ERF)? __ Yes __ No
Will you be receiving direct compensation for these services? __ Yes __ No
Will you be receiving indirect compensation for these services? __ Yes __ No
CONTRACTOR (Full name of contractor as in DRS filings-Please Print):__________________________
Signature:_____________________________ Last Four Digits of Social Security No.____________________
Date:_____________________
SECTION 1: COUNTY COMPLETES THIS SECTION:
[Use Member Reporting Verification (MRV) to verify the past retirement membership and document below]
1. Has Contractor been a member of a Washington State Retirement System? __ Yes __ No
If yes, which system and plan?
__ Teachers’ Retirement System (TRS) __ Plan 1 __ Plan 2 __ Plan 3
__ School Employees’ Retirement System (SERS) __ Plan 2 __ Plan 3
__ Public Employees’ Retirement Systems (PERS) __ Plan 1 __ Plan 2 __ Plan 3
__ Public Safety Employees’ Retirement System (PSERS) __ Plan 2
__ Law Enforcement Officers’ & Fire Fighters’ Retirement System (LEOFF) __ Plan 1 __ Plan 2
__ Washington State Patrol Retirement System (WSPRS) __ Plan 1 __ Plan 2
__ Judicial Retirement System (JRS)
2. Is Contractor a retiree of a Washington State Retirement System? __ Yes __ No
3. Did Contractor retire before age 65 using the 2008 ERF? __ Yes __ No
I have verified the information above using MRV or by contacting DRS.
COUNTY REPRESENTATIVE (Please Print):______________________________
Signature:____________________________ Date:_____________________
COUNTY RETAINS THIS FORM
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KITTITAS 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 The Ferguson Group (hereinafter
“Contractor”).
The purpose of this Agreement is as follows: Assess and identify local and regional priorities and develop
a strategy to meet the needs and identify specific opportunities for County projects, priorities, and goals.
The term of this Agreement shall be from May 1, 2026, through April 30, 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:
COUNTY
205 West 5th Ave. Room 108
Ellensburg, WA 98926
Board of County Commissioners
Chairman or Vice-Chairman
Brett Wachsmith
bocc@co.kittitas.wa.us
509-962-7508
CONTRACTOR
1901 Pennsylvania Ave. NW, Suite 700
Washington DC 20006
Kristi More
Managing Partner of Grants
kmore@tfgnet.com
202-454-3950
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”: General Terms and Conditions
Attachment “E”: W-9 (Contractor must complete and return to the County for payment)
Attachment “F”: Retirement Status Form (Contractor must complete and return to the County
for payment if Contractor is an individual, as opposed to a corporate business
entity)
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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
______________________________
Chair
______________________________
Vice-Chair
______________________________
Commissioner
Date: ___________________
Attest:
______________________________
Clerk of the Board
CONTRACTOR
______________________________
Signature
______________________________
Printed Name
______________________________
Title
Date: ____________________
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ATTACHMENT “A”
SCOPE OF WORK
Scope of work to include the following:
Strategic Assessment of Opportunities
The Contractor will send a team of professionals or conduct meetings to Kittitas County to assess and identify
your local and regional priorities and develop a strategy to meet those needs. Contractor understands a large
component of County priorities lie in the I-90 Corridor and Contractor will focus efforts on that project.
However, Contractor believes it is beneficial to the overall strategy to explore all regional needs and look at the
intersection of transportation infrastructure to the local and regional economies.
Based on mutual discussions, Contractor will then provide County with a strategic analysis and corresponding
work plan that will assess and identify specific opportunities for County projects, priorities, and goals. Contractor
will coordinate with County to discuss assessment and proposed work plan. The resulting strategic work plan will
serve as a roadmap for promoting County needs and priorities with flexibility built in to adjust for future and
changing circumstances. The final agenda and work plan will not only concentrate on the strategy for the I-90
Corridor, but also all County-wide priorities.
Grants Strategy
Contractor anticipates there will be a significant grants component to accomplishing the County’s goals.
Contractor’s grants staff will ensure all relevant competitive grant opportunities are explored for priority
projects identified in the work plan, including federal, state, and foundation grant opportunities.
The development of the grants strategy for the County will be comprised of the following:
Opportunities Analysis: Contractor provides a comprehensive approach to developing project priorities
and identifies the best funding opportunities for those projects. Contractor to provide a full report of
funding options and a recommended action plan that will improve award rates.
Project Evaluation: The project evaluation focuses on identifying funding opportunities for specific
County projects. Contractor will provide a list of funding opportunities that coincide with County priority
projects, as well as recommendations about the best approach based on the project.
Strategic Advice: Once an opportunity is identified and the County decides to move forward, Contractor
will guide County in positioning the application for success. Central to our success is knowledge of the
underlying program’s authorizing legislation and priorities of the grant-making agency.
Grant Guide
Based on Contractor understanding of the County’s goals for the I-90 Corridor, Contractor will compile an
updated Grant Funding Guide that includes relevant information on potential federal funding sources for the
planning and construction of an expansion of I-90. The Grant Funding Guide will serve as a strategic planning
tool for the I-90 project and will also incorporate funding opportunities for other auxiliary projects within the
corridor that help support the overall goals of the expansion.
Regional Coalition Building
With a project with the magnitude of the I-90 Corridor Project, having support from the local and regional
communities will be critical to success. Contractor will work with County to develop and organize a coalition of
public agencies, regional organization, private entities, and other interested parties who are in support of the I-
90 project and its impacts to the community, region, and state. This coalition will serve as the driving force for
grass roots advocacy in support of the project as well as establishing a network of project partners and a
framework for information sharing and data collection. Contractor will be responsible for identifying potential
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stakeholders, performing outreach to those stakeholders, and developing the organizational structure of the
coalition. Contractor will work with members to establish and maintain the “face” and brand of the coalition,
develop outreach materials, host stakeholder meetings, and maintain the coalition website. The focus of the
coalition will be to develop and support grassroots advocacy efforts locally, regionally, at the state level, and in
Washington, DC.
Project Advocacy
Contractor will work with Kittitas County to develop an advocacy strategy that draws upon the strengths of the
County and its regional partners. The regional coalition will be instrumental in this regard. Contractor anticipates
that federal transportation programs will be a main target of funding for the I-90 project. In this regard,
advocacy in Washington DC will be critical. Contractor practices a cooperative team approach to advocacy in
which the County is an integral part of the education and advocacy process in Washington, DC. Contractor will
work closely with County to identify the best timing, audience, and message when County staff and coalition
members are in Washington, DC. Contractor encourages the County to make at least one trip to Washington, DC
annually to meet with their congressional delegations and relevant federal agencies. An additional trip may be
warranted depending on the progress of County and coalition objectives.
Contractor’s team will prepare meeting materials, provide recommended talking points, brief County staff and
coalition members in advance, discuss political strategies, and answer all questions to help optimize
effectiveness during advocacy meetings and otherwise. Contractor will make all arrangements for the most
effective use of time, resources, and effort. Contractor will personally guide County staff and coalition members
through these visits in Washington, DC and assist with related logistics and all the necessary follow-up.
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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: An annual flat fee of $84,000, payable in monthly
installments of $7,000.00. The monthly retainer will cover all services outlined in this proposal as well as all
expenses related to Contractor work for the County, including travel.
Unless otherwise provided herein, Contractor shall be solely responsible for Contractor’s travel and
related expenses.
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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 Liability 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 Liability
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.
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☐ Professional Liability / Errors and Omissions Liability
Coverage limits not less than:
$1,000,000 per occurrence and $1,000,000 in the aggregate.
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.
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ATTACHMENT “D”
GENERAL 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: 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 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
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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
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
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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:
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.
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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.
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 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. 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
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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.
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
Kittitas County Agreement for Services (rev. 5/14/25)
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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. Severability: 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
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)
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ATTACHMENT “E”
Kittitas County Agreement for Services (rev. 5/14/25)
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Kittitas County Agreement for Services (rev. 5/14/25)
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Kittitas County Agreement for Services (rev. 5/14/25)
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Kittitas County Agreement for Services (rev. 5/14/25)
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Kittitas County Agreement for Services (rev. 5/14/25)
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Kittitas County Agreement for Services (rev. 5/14/25)
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ATTACHMENT “F”
RETIREMENT STATUS FORM
** All Contractors who are individuals must complete and sign **
SECTION 1: CONTRACTOR COMPLETES THIS SECTION:
Did you retire from one of the State of Washington Retirement Systems? __ Yes __ No
Did you retire before age 65 using the 2008 early retirement factors (ERF)? __ Yes __ No
Will you be receiving direct compensation for these services? __ Yes __ No
Will you be receiving indirect compensation for these services? __ Yes __ No
CONTRACTOR (Full name of contractor as in DRS filings-Please Print):__________________________
Signature:_____________________________ Last Four Digits of Social Security No.____________________
Date:_____________________
SECTION 1: COUNTY COMPLETES THIS SECTION:
[Use Member Reporting Verification (MRV) to verify the past retirement membership and document below]
1. Has Contractor been a member of a Washington State Retirement System? __ Yes __ No
If yes, which system and plan?
__ Teachers’ Retirement System (TRS) __ Plan 1 __ Plan 2 __ Plan 3
__ School Employees’ Retirement System (SERS) __ Plan 2 __ Plan 3
__ Public Employees’ Retirement Systems (PERS) __ Plan 1 __ Plan 2 __ Plan 3
__ Public Safety Employees’ Retirement System (PSERS) __ Plan 2
__ Law Enforcement Officers’ & Fire Fighters’ Retirement System (LEOFF) __ Plan 1 __ Plan 2
__ Washington State Patrol Retirement System (WSPRS) __ Plan 1 __ Plan 2
__ Judicial Retirement System (JRS)
2. Is Contractor a retiree of a Washington State Retirement System? __ Yes __ No
3. Did Contractor retire before age 65 using the 2008 ERF? __ Yes __ No
I have verified the information above using MRV or by contacting DRS.
COUNTY REPRESENTATIVE (Please Print):______________________________
Signature:____________________________ Date:_____________________
COUNTY RETAINS THIS FORM