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HomeMy WebLinkAboutPSA between Habitat for Humanities and KC Amendment 1Kittitas County Public Health Contract/Agreement Review Form Today's Date: 08/21 /2025 Fund/Department: .1 6-Public Health Contract/Agreement Information Legal Request #: 12513 Agenda Date: public Health Contract/Agreement Agency: Habitat For Humanity Contract/Agreement Title: PSA between Kittitas County and Habitat for Humanity (Floral Ave Project) Amendment 1 Begin Date: 05/01/2025 Total $ Amount: 250,000.00 Contract/Agreement Summary: End Date: 06/30/2027 Contract/Agreement #: PHHAHC-004 Amendment 1 Contractor will construct five 2-bedroom and eight 3-bedroom duplexes and single-family homes at Third St. and Floral Ave, Cie Elum. Units will be reserved as affordable housing for individuals or families at or below 80% of the Area Median Income (AMI) in Kittitas County. The amendment extends dates of service to June 30, 2027. Kittitas County Prosecutor and Auditor Review and Comment: ED AS TO FO Signature of Arosecutdi's Office a fif C Signature of Auditor's Office Budget Information Revenue Code(s): 112 - 1120231327 Expense Code(s): 112 - 54101 Agency is not suspended/disbarred Not Checked (reason) ❑� Pass Through Information Agency to Pass Through Amount to Pass Through Sub -Contract Approved Date l Expense Code: _1, 1 -e 7I Date .S.22•2-,(, Date ADMIN Version Supersedes: 0 Date Adopted: 12/01/2024 Modified By: Katie odiaga Approval By: Chelsey Loeffers I� I 9/9/25, 11:26 AM SAM.gov Entity Information HABITAT FOR HUMANITY SEATTLE- KINO COUNTY Unique Entity ID CAGE/NCAGE GS38CDNLJG67 6BU08 Physical Address 500 Naches AVE SW STE 200 Renton, Washington 98057-2293, United States Purpose of Registration Federal Assistance Awards Only Version Current Record BUSINESS INFORMATION Doing Business As SEATTLE HABITAT FOR HUMANITY Division Name Habitat For Humanity Seattle - king County Congressional District Washington 09 URL https://www.habitats kc.org/ Division Number (blank) State/Country of Incorporation Washington, United States Active Registration Expiration Date Mailing Address 500 Naches AVE SW STE 200 Renton, Washington 98057-2293, United States Registration Dates Activation Date Jun 10, 2025 Submission Date Jun 6, 2025 Initial Registration Date Mar 28, 2011 Jun 6, 2026 https://sam.gov/entities/view/GS38CDNLJG67/coreData?status=Active&emrKeyValue=1759969-1749218198000908 1 /3 SAM.gov 9/9/25, 11:26 AM Owner Immediate Owner. Highest Level Owner CAGE Legal Business Name (blank) (blank) (blank) (blank) Executive Compensation Entity Dates Entity Start Date Apr 1, 1986 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 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) 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. https://sam.gov/entities/view/GS38CDNLJG67/coreData?status=Active&emrKeyValue=1759969-1749218198000908 2/3 9/9/25, 11:26 AM Factors SAM.gov https://sam.gov/entities/view/GS38CDNLJG67/coreData?status=Active&emrKeyValue=l 759969-1749218198000908 313 ^� KITTITAS COUNTY AMENDMENT TO: PHHAHC-004 Amendment fl This Amendment ("Amendment") is made as of June 2, 2026 by and between Kittitas County (hereinafter "County"), a political subdivision of the State of Washington, and Habitat for Humanity (hereinafter "Contractor" or "Grantee"). WHEREAS, the parties entered into an agreement dated May 1, 2025 (the "Agreement"); WHEREAS, the Agreement currently terminates on June 30, 2026; WHEREAS, the Grantee has requested a 12-month extension to the termination date of the Agreement because they are requesting additional density for their project. If the additional density is approved, they will add 9 additional units of housing for a total of 22 housing units in the project; and WHEREAS, the parties desire to amend the Agreement; NOW, THEREFORE, the parties agree as follows: Amendment The Agreement is amended as follows: contract end date will be June 30, 2027 2. No Other Changes All other terms of the Agreement remain unchanged and in full force and effect. IN WITNESS WHEREOF, the parties have executed this Amendment as of the Latest date written below. Kittitas County Amendment to: ILA, AGS, InterDept. MOU ( 8/28/25) Page 1 of 2 KITTITAS COUNTY BOARD OF COUNTY COMMISSION Cory Wright, Chair Brett Wachsmith, Vice -Chair Laura, Osiadacz, Commissioner Date: Attest: Clerk of the Board ❑ Julie Kjorsvik ❑ Mandy Buchholz Kittitas County Amendment to: ILA, AGS, InterDept. MOU (8/28/25) Page 2 of 2 A Kittitas County Kittitas County Public Health Public Health Contract/Agreement Review Form 4%Wo* o partm -n: Today's Date: 08/21/2025 _ Legal Request#: 11724 Fund/Department: 1 16-Public Health Agenda Date: Contract/Agreement Information — - - Contract/Agreement Agency: Habitat For Humanity Contract/Agreement Title: PSA between Kittitas County and Habitat for Humanity (Floral Ave Project) Begin Date: 05/01/2025 1 End Date: 06/30/2026 Total $Amount: 250,000.00 �Contract/Agreement#: PHHAHC-004 Contract/Agreement Summary: Contractor will construct five 2-bedroom and eight 3-bedroom duplexes and single-family homes at Third St. and Floral Ave. Cle Elum. Units will be reserved as affordable housing for individuals or families at or below 80% of the Area Median Income (AMI) in Kittitas County. Kittitas County Prosecutor and Auditor Review and Comment: APPROVED A5 TO FORM: Signature of Prosecutor's otftce c• ,4 V,- �r-5 Signature o e uditor's Office Budget Information Revenue Code(s). 112 - 1120231327 Expense Code(s): 112 - 54101 Agency is not suspended/disbarred I F1 Not Checked (reason) Pass Through Information Agency to Pass Through _ Amount to Pass Through Sub -Contract Approved Date Expense Code: ADMIN Version: 0 Supersedes: 0 Date Adopted: 12/01/2024 Modified ay: Katie Odiaga Approval By: Chelsey Loeffers fiiTTlT15 COFVTV PROFESSIONAL SERVICES AGREEMENT Between KITTITAS COUNTY and Habitat for Humanity Seattle -King County Contract # PHHAHC-0004 For Floral Ave Affordable Homes This Agreement is made by and between Kittitas County (hereinafter "the County")and Habitat for Humanity Seattle -King County UBI #601059723 (hereinafter "Contractor"). The County and Contractor agree as follows: General Conditions Exhibit A (Scope of Work) m Exhibit B (Compensation) Exhibit C (Proof of Insurance) Exhibit E (Reporting) copies of which are attached hereto and incorporated herein by this reference as fully as if set forth herein. The term of this Agreement shall commence on May1" 2 225. and continue until June 3ph 2026. Any parry may terminate this Agreement by giving thirty (30) days' notice in writing either personally delivered or mailed postage -prepaid by certified mail, return receipt requested, to the party's last known address for the purposes of giving notice under this paragraph. Contractor acknowledges and by signing this Agreement agrees that the Indemnification provisions setforth in Paragraphs 7 (Independent Contractor), 9 (Taxes), 15 (Defense and Indemnity Agreement), 21 (Patent/Copyright Infringement) and 24 (Confidentia(ity), are totally and fully part of this Agreement and have been mutually negotiated by the parties. Klttltas County Professional, Services Agreement Page 1 of 20 IN WITNESS WHEREOF, the parties have executed this Agreement this + day of� I Yl APPROVED: Habitat For Humanity Seattle - King and Kittitas Counties ,2025. APPROVED: BOARD OF COUNTY COMMISSIONERS KITTITAS COUNTY, WASHINGTON L ra Si a , Chairman Signature of Signatory Lam. Date: to /9- S- Print Name of Signatory L 4SJn-itL r of Signatory Date: �� Print Name of Signatory Kittitas County Professional Services Agreement Page 2 of 20 Co rig�st, Vice Chairman r a946An Commissioner . v 1 77 Cl Clerk of the Board 7 Julie Kjorsvik 't'-landy Buchholz Approved as to Form: Deputy Prosecuting Attorney Contractor's Address 500 Naches Ave SW, Ste 200 Renton, WA 98057 Project Contact Name Daniel McCune Title Director of Construction Kittitas County Professional Services Agreement Page 3 of 20 County's Address 205 West 5`h Ave, Suite 108 Ellensburg, WA 98926 Project Contact Name Kasey Knutson Title Human Services Manager GENERAL CONDITIONS 1. '(2pe..af_ ContCaciQr eNic Contractor agrees to provide to the County services and any materials set forth in the project narrative identified in Exhibit "A" during the Agreement period. No material, labor, or facilities will be furnished by the County, unless otherwise provided for in the Agreement. 2. L'efQfM_anQe of ark; Contractor shall perform work in accordance with, and shall comply with, all of the provisions of this Agreement. All work shall comply with applicable codes and ordinances. 3. Sch?,d- W-._QfP_QdQf—nla]10e: Unless directed otherwise bythe County, the Contractor shall perform the work in accordance with any schedules made a part of this Agreement. 4. Defjnition__*: 4.1 "Additional Insureds means the County, its successors and assigns, and d representatives of the respective directors, officers, employees, agents an the County and its successors and assigns. 4.2 "Support" means the following: Contractor's directors, officers, employees, agents and representatives; and sub -Contractors of anytier; the respective directors, officers, employees, agents and representatives of these sub - Contractors of any tier; and any other person or entity acting under the direction or control of, or on behalf of, Contractor or any Contractor's sub - Contractors of any tier in connection with or incident to the performance of the Work or this Agreement. 4.3 The "Work" means all of the duties listed in Exhibit A and the performance of all other obligations under this Agreement by Contractor or its Support_ 5. �1GCQ�r1t!�L� e8�[meQf.�c52C���- Payment to the Contractor for services rendered under this Agreement shall be as set forth in Exhibit "B". Where Exhibit' B requires payments bythe County, payment shall be based upon billings, supported unless otherwise provided in Exhibit "B", by documentation of units of work actually performed and amounts earned, includingwhere appropriate, the actual number of days worked each month, total number of hours for the month, and the total dollar payment requested. Unless specifically stated in Exhibit "B" or approved in writing in advance LL not reimbrse the by the Kittitas County Board of Commissioners, ContractoCn perforlmance of tthis Agreementractor for any costs or expenses incurred bye Where required, the County shall, upon receipt of appropriate documentation, compensate the Contractor, no more often than monthly, through the County voucher system, for the Contractor's service pursuant to the fee schedule set forth in Exhibit "B". Kittitas County Professional Services Agreement Page 4 of 20 6. ISsig me n_X.er��Sci bcantrac ti rtg: 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 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 Subcontractorto assure fiscal conditions of this agreement. In no event shalt the existence of a subcontract operate to retease 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. If subcontract agreements and/or actual costs change by more than 10%, the Contractor must immediately notify the County, and the County may require an amendment to this agreement. 7. Indegend_e_nton#racto[: The Contractor's services shall be furnished by the Contractor as an independent Contractor and nothing herein contained shall be construed to create a relationship of employer - employee or master -servant, but all payments made hereunder and all services performed shall be made and performed pursuant to this Agreement by the Contractor as an independent Contractor. The Contractor acknowledges that the entire compensation for this Agreement is specified in Exhibit "B" and the Contractor is not entitled to any County benefits including, but not limited to: vacation pay, holiday pay, sick leave pay, medical, dental, or other insurance benefits, or any other rights or privileges afforded to Kittitas County employees. Kittitas County Professional Services Agreement Pave 5 of 20 Contractor will defend, indemnify and hold harmless the County, its Additional Insured's, officers, agents or employees from any loss or expense, including but not limited to settlements, judgments, setoffs, attorneys' fees or costs incurred by reason of claims or demands because of breach of the provisions of this paragraph. 8. NQ GuamrLt�e Ern lR oY—m : The performance of all or part of this Agreement by the Contractor shall not operate oo vest e t of any employment rights whatsoever and shall not be deemed to guarantee any emp ee of the Contractor or any employee of the Contractor or any sub -Contractor or any employee any sub -Contractor by the County at the present time or in the future. 9. Taxes: The Contractor understands and acknowledges that the County will not withhold Federal or State income taxes. Where required by State or Federal law, the Contractor authorizes the County to make withholding for any Contractor witaxes compensation received by the Co ll be reported to the Internal Revenue Service at the the end of the calendar year in accordance with the applicable IRS regulations. It is throughout responsibility of the Contractor to make the necessary estimated tax payments the year, if any, and the Contractor is solely liable for any tax obligation arising from the Contractor's performance of this Agreement. The Contractor hereby agrees to indemnify top he County against any demand to pay taxes arising from the Contractor's failure to paytaxes compensation earned pursuant to this Agreement. The County will pay sales and use taxes imposed on goods or services acquired hereunder as required by law. The Contractor must pay all othertaxes including, but not limited to: Business and Occupation Tax, taxes based on the Contractor's gross or net income, or personal property to which the County does not hold title. The County is exempt from Federal Excise Tax. 10. RezglZLoas_nd_R,�pCLEJ rement: This Agreement shall be subject to all laws, rules and regulations of the United States of America, and State of Washington, and political subdivisions of the State of Washington, and to any other provisions setforth herein or in the attached exhibits. 11. 91 t_Q_B5Jew: deral or State auditor. The County or its designee This contract is subject to review by any Fe shall have the right to review and monitor the financial and service components of this program by whatever means are deemed expedient by the County. Such review may occur with or without notice, and may include, but is not limited to, on -site inspection by ounty agents or employees, inspection of all records or other materials which the County deems pertinent to the Agreement and its performance, and any and all communications with or evaluation by service recipients under this Agreement. The Contractor shall preserve and maintain all financial records and records relatingto the performance of work under this Kittitas County Professional Services Agreement Page 6 of 20 Agreement for 6 years after contract termination, and shall make them available for such review, within 1(ittitas County, State of Washington, upon request. 12. McdfiQ-ations: 12.1 Either party may request changes in the Agreement. Any and all agreed modifications shall be in writing, signed by each of the parties. 12.2 The County may, at any time, by written notice thereof to Contractor ("Change Notice") makes changes in the Work within the general scope of this Agreement, IncLuding, but not limited to: (a) changes in, revisions to, substitutions for, add elena to ° decleleoration o�suspen;s o)n of performance of schedule; and (c) acc any Work. 12.3 if any change in the Work causes an increase or decrease on Contractor's cost of, or the time required Co pe �t rr andenothe s hedule forgthe perfordmance of in the compensation to the Work shall be made to reflect such an increase or decrease. 12.4 Notwithstanding any dispute or delay in arriving at a mutuatly acceptable equitable adjustment, Contractor shall proceed days Yia accordance receipt with aLL any Change )after Notices. The Contractor must, within thirty ( Change Notice that does not set forth any acceptable adjustment, submit to the County a written statement setting forth any adjustment claimed. 12.5 If any change results in a decrease in the Work performed, Contractor shall be entitled to compensation associated with changing the Work, such as revising design already completed, revising calculations already performed, and revising documents. 13.zrrninaivrQefa��t: If the Contractor defaults by failing to perform any of the obligations of the Agreement or becomes insolvent or is declared bankrupt or commits any act of bankruptcy or insolvency or makes an assignment for the benefit of creditors, the County may, by depositing written notice to the Contractor in the U.S. mail, postage prepaid, terminate the Agreement, and at the County's option, obtain performance of the work elsewhere. If the Agreement is terminated for default, the Contractor shall not be entitled to receive any further payments under the Agreement until all work called for has been fully performed. Any extra cost or damage to the County resultingfrom such default(s) shall be deducted from any money due or coming due to the Contractor. The Contractor shall bear any extra expenses incurred by the County in completing the work, and all damage sustained, or which may be sustained by the County by reason of such default. Kittitas County Professionat Services Agreement Page 7 of 20 If a notice of termination for default has been issued and it is later determined for any reason that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant to the Termination for Public Convenience paragraph hereof. 14. LeM n i n fob l?li Q�-v enom : The County may terminate the Agreement in whole or in part whenever the County determines, in its sole discretion that such termination is in the best interests of the County. Whenever the Agreement is terminated in accordance with this paragraph, the Contractor shall be entitled to payment for actual work performed at unit contract prices for completed items of work. In the event of such termination, an equitable adjustment shall be made in the compensation payable to Contractor. An equitable adjustment in the contract price for partially completed items of work will be made, but such adjustment shall not include provision for loss of anticipated profit on y the County at any time deleted or uncompleted work. Termination ult or conveniencegshall not reement bonstitute a breach of contract du ring the term, whether fordefa by the County. 15. Defesue $ I..ntde.rn.nity-A_g-reMFUM: The Contractor agrees to and shall defend, indemnify and hold harmless the County, its Additional Insureds, appointed and elective officers, agents and employees, from and against all loss or expense, including but not Limited to judgments, settlements, attorney's fees and costs by reason of any and all claims and demands upon the County, its Additional Insured's, its elected or appointed officials, agents, or employees for damages because of personal or bodily injury, including death at any time resuLtingtherefrom, sustained by any person or persons and on account of damage to property including loss of use thereof, whether such injury to persons or damage to property is due to the negligence of the Contractor, its sub -Contractors, its elected officers, employees or their agents, except only such injury or damage as shall have been occasioned by the sole negligence of the County, its Additional Insured's, appointed or elected ofPiciats, agents, or employees_ It is further provided that no liability shall attach to the County by reason of entering into this contract, except as expressly provided herein. 16. I nd�strial_lry�t��t�r: With respect to the performance of this Agreement and as to ctaims against the County, its Additional Insured's, officers, agents and employees, the Contractor expresslywaives its immunity under Title 51 of the Revised Code of Washington, the Industrial Insurance Act, for injuries to its employees and agrees that the obligations to indemnify, defend and hold harm Less provided in this agree 'Nen�'►erisdmuwally ni gat a ed by the parties to this employee of the Contractor. This Agreement. Kittitas County Professional Services Agreement Page 8 of 20 17. Ve.rL+ "-Dd--QAQi0- Qf Law: In the event that any litigation should arise co ion construction or interpretation of any of the terms of this Agreement, the venue of such action of litigation shall be in the Superior Court of the State of Washington in and forthe County of Kittitas. This Agreement shall be governed by the law of the State of Washington. 18. W h of Lng P r]�0_t: In the event the Contractor has failed to perform any obligation to be performed the Contractor under this Agreement within the time set forth in this Agreement, thenn tthe County may, upon written notice, withhold all imor monies e and r otherwise apayable toCo Contractor, without penalty, until such failure to perform s cured 19..[4�r1=�19�a�L�2e�0as= If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the County o i tlnot he current olfgscaaperiodto k No penalty oe payments r expense hall r services Or amounts incurred after the e accrue to the County in the event this provision applies. 20. p.rltr. etpr Gammitro-e-•t5-YJ0rrant ftdfl�AC erlt tLOr�S: The Contractor represents and warrants to the County as follows: 20.1 The Contractor is duly incorporated, validly existing and in good standing under the laws of the State of Washington and has all requisite corporate power and authority to enter into and to perform its obligations under this Agreement. Agreement, to make the 20.2 The Contractor has the authority to execute this An representations and warranties set forth in it and to perform the obligations of the Contractor under this Agreement in accordance with its terms. 20.3 This Agreement has beentudly executed a valid and legally binding y an authorized representative of the Contractor and constitutes enforceable obligation of Contractor. 20.4 The Contractor has or will obtain prior to the commencement date such licenses, permits and other authorizations from federal, state and other governmental authorities, as are necessary for the performance of its obligations under this Agreement. applicable law, ordinance or 20.5 The Contractor is not in violation of any regulation the consequence of which will or may materially affect Contractor's abilitytc perform its obligations underthis Agreement. The Contractor is not subjectto any order or judgment of any court, tribunal or governmental agencywhich materially and adversely affects its operations or assets in the State of Washington, or its ability to perform its Obligations under this Agreement. 20.6 None of the representations or warranties in this Agreement, and none of the documents, statements, certificates or schedules furnished or to be !<itt:tas County Professional Services Agreement Page 9 of 20 furnished by Contractor pursuant hereto or in connection with the performance of the obligations contemplated.underthis Agreement, contains or wilt contain any untrue statement of a materialfact or omits or will omit to state a material fact necessary to make the statements of fact contained therein not misleading. 21. R t ntl QP- r t Inn-fL-ngf—'aerlt Contractor will defend and indemnify the County from any claimed action, cause or demand brought against the County; to the extents uch action is based an the claim that information supplied by the Contractor infringes any patentor copyright. The Contractor wilt pay those costs and damages attributable to any such claims that are finally awarded against the County in any action. Such defense and payments are conditioned upon the following: 21.1 Contractor shall be notified promptly in writing by County of any notice of such claim. 21.2 Contractor shall have the right, hereunder, at its option and expense. to obtain for the County the right to continue using the information, in the event such claim of infringement is made, provided no reduction in performance or loss results to the County. 22. Disp�t�s: 22.1 G-erleral Differences between the Contractor and the County, arising under and by virtue of the Agreement Documents shall be brought to the attention of the County at the earliest possible time in order that such matters may be settled, or other appropriate action promptly taken. Except for such objections as are made of record in the manner hereinafter specified and within the time limits stated, the records, orders, instructions, and decisions of the Kittitas County Commissioners shall be final and conclusive. 22.2 N-Qt-j-Qa of Pots tli l_Clai compensation which The Contractor shall not be entitled to additional comp otherwise may be payable, or to extension of time for (1) any act or failure to act by the County, or (2) the happening of any event or occurrence, unless the Contractor has given the County a written Notice of Potential Claim within ten (10) days of the commencement of the act, failure, or event giving rise to the claim, and before final payment by the County. The written Notice of Potential Claim shall set forth the reasons for which the Contractor believes additional compensation or extension of time is due, the nature of the cost involved, and insofar as possible, the amount of the potential claim. Contractor shall keep full and complete daily records of the work performed, labor and material used, and all costs and additional time claimed to be additional. 22.3. 01e3 Ied-CL-aim Kittitas County Professional Services Agreement Page 10 of 20 The Contractor shall not be entitled to claim any such additional days of the compensation, or extension of time, unless within thirty ( ) Y completion of the portion of the workfrom which the claim arose, and before final payment by the County, the Contractor has given the County a detailed written statement of each element of cost or other compensation requested and of all elements of additional time required, and copies of any supporting documents evidencing the amount or extension of time claimed to be due. 23. O Oe_r5_WP-9f !t r�r 0�[QdU �: All writings, programs, data, public records or other materials prepared by the Contractor and/or its consultants or sub -Contractors, in connection with the performance of this Agreement shall be the sole and absolute property of the County. 24. GoPfiden ial The Contractor, its employees, sub -Contractors, and their employees shall maintain the confidentiality of all information provided bythe County or acquired by the Contractor in performance of this Agreement, except upon the prior written consent of the Kittitas County Prosecuting Attorney or an order entered by a court after having acquired jurisdiction over the County. Contractor shall immediately give to the County notice of any judicial proceedings seeking disclosure of such information. Contractor shall indemnify and hold harmless the County, its Additional Insured's, officials, agents or employees from all loss or expense, including, but not limited to settlements, judgments, setoffs, attorneys' fees and costs resultingfrom Contractor's breach of this provision. To the extent that any information obtained by the Contractor is required to be shared with or provided to others by the terms of the Statement of the Work, this provision is not breached by such acts. 25. Notice: Except asset forth elsewhere in the Agreement, for all purposes under this Agreement, except service of process, notice shall e�deredvenband to theContractor K tt tas Coundepartment ty Comm sshonersead f the department for whom services are 205 W 511 Ave, Suite 108, Ellensburg, WA 98926. Notice to the Contractor for all purposes under this Agreement shall be given to the address reflected on the signature page. Notice may be given by delivery or by depositing in the U.S. Mail, first class, postage prepaid. 26. 5 v r _RV-. 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 severable. 27.el��°ous: Kittitas County Professional Services Agreement Page 11 of 20 27.1 The County's failure or delay to insist upon strict performance of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement shall not be construed as a waiver or relinquishment to any extent of its right to assert or rely upon any such provisions, rights or remedies in that or any other instance; rather the same shall be and remain in full force and effect. 27.2 This Agreement embodiesthe an y anlnd ag Contractor, and supersed l prior agreementst ega ding the Work. No change, amendment or modification of any provisions of this Agreement be shall be valid unless set forth in a written instrument signed by the party to bound thereby. 27.3 The rights and remedies of the County set forth in any provision of this Agreement are in addition to and do not in any way limit any other rights of remedies afforded to the Country by any other provisions of this Agreement, by any of Contractor's Support or by law. 27.4 The headings of sections and paragraphs of this Agreement are for convenience of reference only and are not intended to restrict, affect or be of any weight in the interpretation or construction of the provisions of such sections or paragraphs. 28. Waiver: y of this gll rior Waiver of an breach or conditionor conditions of this Agreementt be dshall be held to be waived, or subsequent breach. No terms modified or deleted except by an instrument, in writing, signed by the parties hereto. 29. Survival: The provisions of paragraphs 7, 9, 11, 13,te4inationlor insalidity of this Ag?eement8and or any 31, 32 shall survive, notwithstanding the reason. 30. NQ0-discrirrri.rnation: 30.1 The County is an equal opportunity employer. 30.2 N.LIA[Sc.Lm_ n i[�1�7_�?�.ialoymera.i In the performance of this Agreement, the Contractor will not discriminate against any employee or applicant for employment on the grounds of race, creed, color, national origin, sex, sexual orientation, marital status, age or the presence of any sensory, mental or physical handicap; provided at the prohibition against discrimination in employment because of handicap shall not apply if the particular disability prevents the proper performance of the particular worker involved. The Contractor shall ensure that applicants are employed, and that employees are treated during employment without discrimination because of their race, creed, color, Kittitas County Professional Services Agreement Page 12 of 20 nationalorigin, sex, sexualorientation, maritalstatus, age or the presence of any sensory, mental or physical handicap. Such action shall include, but not be limited to: employment, upgrading, demotion or transfers, recruitment or recruitment advertising, layoff or termination, rates of pay or otherforms of compensation, and programs for training including apprenticeships. The 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. 30.3 Nondi,S_crim i n atio 0 iReULQs recipient of any services or The Contractor will not discriminate against any p benefits provided for in this Agreement on the grounds of race, creed, color, national origin, sex, sexual orientation, marital status, age or the pre5ence of any sensory, mental or physical handicap. County, 30.4 If any assignment and/or subcontracting has been authorized uhorized by the the against said assignment or subcontract shall include appropriate discrimination. The Contractor shad take such action as may be required to ensure full compliance with the provisions in the immediately preceding paragraphs herein. 31. The Contractor shall pay the prevailing rate of wages to all workers, laborers, or mechanics employed in the performance of any part of the Work in accordance with RCW 39.12 and the rules and regulations of the Department of Labor and Industries. The schedule of prevailing wages rates for the locality or localities of the Work is determined by the Industrial Statistician of the Department of Labor and Industries. It is the Contractor's responsibility to verify the applicable prevailing wage rate. It is understood that the Contractor is responsible for obtaining and completing all required government forms and submitting same to the proper authorities_ Disputes regarding prevailingwage rates shall be referred for arbitration to the Director of the Department of Labor and Industries. The arbitration decision final r by RCW conclusive and binding on all parties involved in the dispute as provided fo 39.12.060. 32. I7�.bar�r �er� C.ertifi�ai_D.rl_ The Contractor certifies that it: 32.1 Is not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from covered transactions by any Federal department or agency. 32.2 Has not within a three-year period preceding the execution of this contract with Kittitas County, been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection Kittitas County Professional Services Agreement Page 13 of 20 with obtaining, attempting to obtain, or performing a public or private agreement or transaction, violation of Federat or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, receiving stolen property, makingfalse claims, or obstruction of Justice. 32.3 Is not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or total) with commission of any of the offenses enumerated in paragraph 32.2 of this section. 32.4 Has not within a three-year period precedingthe preceding the execution of this contract with Kittitas County had one or more public transactions (Federal, State, or local) terminated for cause of default. I<ittitas County Professional Services Agreement Page 14 of 20 E-X ;iTT,1A„ SCOPE OF WORK Contractor will constructfive 2-bedroom and eight 3-bedroom duplexes and single- family homes at Third St. and Floral Avg, Cle Bum. Units will be reserved as affordable housingfor individuals or families at or below 80% of the Area Median Income (AMI) in Kittitas County. Contractorwill use grant funding towards contractingwith an architect, structural engineer, other engineer, and platting and permitting. Contractor will refer to their approved documents submitted through the funding request process forthe 2025 Affordable Housing Grant. Any changes ru pd ttieas made to the activities or budget listed in those documents must be approved County through the appointed contract manager in advance, in writing. Kittitas County Profession@[ Services Agreement Page 15 of 20 EXHIIIt DU COMPENSATION As full compensation for satisfactory performance of the work, the County shall pay the Contractor compensation of $250,000. Funds must only be used to accomplish the contracund ting ngiwith anarchitect, A Scope to pt of Work. ALLowabLe uses for these funds include the cost of structural engineer, other engineer, and platting and permitting. 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 localtax 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 Countywill notifythe Contractor immediately if financial forecasting or actuals indicate such a circumstance, Allfunds must be spent bylune 30`h, 2026. 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 B. All invoices must be submitted by the last day of the month following the calendar month in which services were delivered. support costs in C. The Contactor must provide adequate backup documentation to 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. Kittitas County Professional Services Agreement Page 16 of 20 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 Exhibit A: Scope of Work may result in delayed reimbursement payments or denial of invoices. 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 $250,000. Kittitas County Professional Services Agreement Page 17 of 20 EXHLBIT'V PROOF OF INSURANCE The Contractor shall secure and maintain in effect at all times during performance of the Work such insurance as will protect Contractor, its Support and the Additional Insured's from all claims, losses, harm, costs, liabilities, damages and expenses arising out of personal injury (including death) or property damage that may result from performance of the work or this Agreement, whether such performance is by Contractor or any of its Support. All insurance shall be issued by companies admitted to do business in the State of Washington and have a rating of A-, Class V11 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 complywith Chapter 48.15 RCW and 284-15 WAC. The Contractor shall provide proof of insurance for: 1) Commercial �ier�r�lalitlOuLn.00 ® Coverage limits not less than: e $1,000,000 per occurrence per project $2,000,000 general aggregate o $1,000,000 products & completed operations aggregate 0 $1,000,000 personal and advertising injury, each offense • Certificate Holder-Kittitas County ■ The Certificate must name the County as additional insured as defined in the Agreement Sixty (60) days written notice to the County of cancellation of the insurance policy. 2) 5tSQR G0_P1E A-9YeL$--LA0-"-W- Coverage limits not less than: • $1,000,000 each accident • $1,000,000 disease - policy limit • $1,000,000 disease -each employee ■ Thirty (30) days written notice to the County of cancellation of the insurance policy. 3) Co_rLRl�.G�il stole Liabils:t+�+ LCsur�nc�. Kittitas County Professional Services Agreement Page 18 of 20 Automobile Liability for owned, non -owned, hired, and leased vehicles, with an MCS 90 endorsement and a CA 9946 endorsement attached if `pollutants' are to be transported. Coverage limits not less than: o $1,000,000 combined single limit Thirty (30) days written notice to the County of cancellation of the insurance policy. 4) orkers' ComQens.atio.n. Workers' Compensation in amounts required by law. Contractor shall furnish the County a Certificate of Insurance with Endorsement as evidence that policies providing insurance requCt�se, including any right to whichfora nother ce and effect. Contractor hereby waives all rights of reo may be subrogated, against Kittitas County for personal injury, including death, and property damage. Contractor's insurance policies required above shall be primary insurance and shall be non-contributing with any other insurance maintained by Kittitas County. The Contractor shall assume full responsibility for all loss or damage from any cause whatsoever to any tools, Contractor's employee -owned tools, machinery, equipment, or motor vehicles owned or rented by the Contractor, or the Contractor's agents, suppliers or contractors as well as to any temporary structures, scaffolding and protective fences. The Contractor shall have sole responsibility for ensuring the insurance coverage and Limits required are obtained by subcontractors. NOTE: No contract shall form until and unless a copy of the Certificate of Insurance with Endorsement, properly completed and in the amount required, is attached hereto. Kittitas County Professional Services Agreement Page 19 of 20 REPORTING Contractor shall provide quarterly and annual progress reports using the template provided by the County. e clerk of the Homelessness and Affordable Housing Reports will be submitted to th Committee ( - _ �' L! `r ` "I - - r, a,'_") by the last day of the month followingthe quarter in which serviceswere delivered. 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 submitthe required reports may result in delayed reimbursement payments, denial of invoices, or contract termination. Kittitas County Professional Services Agreement Page 20 of 20