HomeMy WebLinkAboutExecuted AgreementKITTITAS COI.JNTY
SHERIFF'S OFFICE
AGENDA STAFF REPORT
AGENDA DATE: June 16,2026
ACTION REQUESTED: Request to Approve the Professional Services Agreement
between Kittitas County and Accurate Electric Unlimited to provide and install 22 new
cameras and relocate 2 existing cameras at the Kifiitas County Jail, Sheriff s Office, and
Public Health.
BACKGROUND: AEU is the winning bid, going through the county's purchasing
process. This proposal with AEU is to provide and install 18 new cameras at the JaiI,2
,re*
"utn"ras
at Public Health, relocate 1 existing camera at the Jail, and 1 existing
camera at the Sheriff s Office.
INTERACTION: The Kittitas County Prosecuting Attorney's Office has reviewed and
approved.
Recommendation: Request to Approve the Professional Services Agreement between
Kittitas County and Accurate Electric Unlimited to provide and install20 new cameras
and relocate 2 existing cameras at the Kittitas County Jail, Sheriff s Office, and Public
Health.
HANDLING: Return one fully executed original to the Sheriff s Office.
LEAD STAFF: Jeremy Reynolds, LE System Administrator
Kittitas CountY
Review Form
Grants & Contract Agreement
Agenda Date
June 16,2026
Today's Date
June 5, 2026
30 Sheriff
Fund/Department
Contract/G rant I nformation
Financial lnformation
lnformation
Pass Through lnformation
Contract /Grant Agen Accurate Electric Unlimite lnc.
Period End Date: upon comPletionPeriod Begin Date: June L6,2026
Total Grant/Contract Amount: S1 L2
Grant/Contract Number: SH26-017
Contract/Grant Summary: AEU is the winning bid, going through the coun
with AEU is to provide and install L8 new cameras atthe Jail, 2 new cameras at Public Health, relocate l existing
camera at the Jail, and 1 existing camera at the Sheriffs Office.
ty's purchasing process. This proposal
Federal Funds S0State Funds 50Total Amount: S 118,489.L2
CFDA# NAMatching Funds $0County FundsPercenta
ln-Kind 50
Who owns e ul ment? Couurchased? Yeslsutment be
Contact HR hirihired? NoNew Personnel bein
Budget Amendment Needed?No f} why not
Already in budget
Yes I attach budget form
New Division Created? No
Revenue Code
Expense Code
001 30070154101.-
5tr2,}rL.t3-KCSO
oo 1 xxxxxxxxx-s6,477.99-
Public Health
Agency to Pass Through NA
Amount to Pass Through so
Sub-Contract Approved Date
Grant/Contract Review Page 1-
Prosecutor Review
No CAMAS #12560YesHas the Prosecutor reviewed this agreement?
Facilities MaintenanceAuditor
Human Resourcelnformation Services
TreasurerProsecutor
Cou D artments lm cted
Submitted
si ature:Date: 6-?-tl
Department: 96riff
ment of Tracki lnformation
Auditor's Office
Human Resource
Prosecutor's Office
Who Signed the grant application
DateReviewer
Grant/Contract Review Page 2
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 Accurate Electric Unlimited
(hereinafter "Contractor").
The purpose of this Agreement is as follows: Provide and install:
Jail Facilitv
. (13) new cameras to replace (L3) existing cameras
. {1) new 360' degree camera with associated cabling and conduit
" (4) new cameras and associated cabling from existing switch
. {L) new 120T8 NVR
. (3) CAT 6 runs
r Relocate (1) existing CCTV camera
r Provide modifications to the existing HMI
Sheriff's Office
o Relocate (L) existing CCTV camera
Public Health
. (2) new cameras and associated cabling
The term of this Agreement shall be from the date of execution through project completion, 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:
COUNW CONTRACTOR
Kittitas County Sheriffs Office
307 W. Umptanum Rd
Ellensburg, WA 98926
Nancy Shaff
Chief Ad m inistrative Deputy
Kittitas County Sherffs Office
Nancy.shaff@co. kittitas.wa.us
509-962-768s
reference:
Kittitas County Agreement for Services (rev,5/14/25)
Page 1 of 13
Accurate Electric Unlimited, lnc
PO Box 871866
Vancouver, WA 9BGB7
Aaron Taylor
Head of Integration
Accurate Electric Unlimited, lnc
Aaron.t@aeuinc.com
253-592-8958
This Agreement includes the following, which are attached hereto and hereby incorporated by this
Attachment "A"
Attachment "8"
Attachment "C'
Attachment "D"
Kittitas County Agreement for Services (rev,5/1"4/251
Page2 of t3
Scope of Work
Compensation
I nsurance Req uirements
General Terms and Conditions
lN 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 Cou nty Agreement for Services (rev ' 5/L4/251
Page 3 of 13
KITTITAS COUNTY SHERIFFIS OFFICE
CONTRACTOR
Jordon William Dixon
Printed Name
President
6-9-2026
Signature
Title
Date
Date |/- E, 7-/,
cl ay Myers,Sheriff
Ld'Whl*DP*
BOARD OF COUNTY COMMISSIONERS
ABSENT
KIfiITAS COUNTY
Chair
Vice-Chai
oLa( ru IXUDate:
Attest:
Clerk of the
a
Coun
ATTACHMENT "A,
scoPE oF WORI(
Kittitas countv Jail vicon securitv camera svstem upsrade 2026
Jail Facility
o provide and install (13) new lp dome cameras (Vicon v2005Dlto replace (13)existing lP dome cameras'
o provide and install (1) new 360' degree camera (Vicon v2020-WlR-360) with associated cabling and
conduit,
r Provide labor to relocate one existing CCTV camera'
r provide and install (4) new Vicon Dome cameras (Vicon v2005D) and associated cabling from existing
switch.
r Provide and install i1) new 120T8 NVR (Vicon VERA-2U 160R5-126 M00C51)
r provide and install (3) CAT 6 runs at locations as directed by the County'
r Provide modifications to the existing HMI as required'
o Licensing included for all.
Sheriffs Office
r Provide laborto relocate (1) existing CCTV camera.
Total Price......Stog,t+r.oo
Public Health
r provide and install (2) new Vicon dome cameras (Vicon v2005D) and associated cabling from existing
switch.
Total Price..,S 5,965.00
Total Service (Jail/ Sheriff's Office)
Sales Tax 8.6%
Total
Total Service (Public Health)
Sales Tax 8.6%
Total
Total Contract
Kittitas County Agreement for Services (rev' 5lt4/251
Page 4 of !3
$tog,t+t,oo$ s.gzo.rg
iLtz,oLL.t3
S 5,965.00
S s12.99
S o,qn.gg
5LLB,4B9.t2
ATTACHMENT UB"
COMPENSATION
THE COUNTY WILL NOT PROCESS PAYMENT FOR SERVICES RENDERED UNDER THIS AGREEMENT UNTIL
CoNTRACTOR SUBMITS A COMPLETED W-9H25-030 (SEE ATTACHMENT "E").
As ful compensation for satisfactory perFormance of the worl< 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:
Must be billed seParatelv
1-Kittitas County Sheriff's Office: StOg,tAt.OO + $8,870.13 (sales tax) = $112,011'L3
2-Kittitas County Public Health: $5,965.00 + $512.99 (sales tax) = $6,477 '99
Unless otherwise provided herein, Contractor shall be solely responsible for Contractor's travel and
related expenses.
Kittitas County Agreement for Services (rev. 5h4125,
Page 5 of 13
ATTACHMENT "C"
INSU RANCE 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 contractol's performance under this Agreement, including
but not limited to personal injury (including death) or property damage.
All insurance shall be issued by companies admitted to do business in the state of washington and have
a rating of A-, class Vll or better in the most recently published edition of Best's Reports unless otherwise approved
by the county. lf an insurer is not admitted, all insurance policies and procedures for issuing the insurance policies
must comply with Chapter 48.15 RCW and 284-15 WAC'
At a minimum, Contractor shall maintain and provide proof of the following selected options:
X Cgmmercial G-eneral Liabilitv lnsurance
r Coverage limits not [ess than:
r $1,000,000 per occurrence, for all covered losses
r $2,000,000 general aggregate
. SL,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.
tr Commercial Automobile Liability lnsura nce
o Automonit* tirUitity to**ned, 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:
o $L,ooo,o0o combined single limit
nffivideExcessorUmbrellaLiabilitycoVerageofs5,000,000'ThisExcess
or umbrella Liability coverage shallapply, at a minimum, to both the commercialGeneral
and Automobile lnsurance policy coverages. lf used to meet limit requirements, coverage
must be at least as broad as s[ecified 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.
: ;ikti ;,;j n .:: ffi ffi i;;' k.IJ:ti"ff :fi , :?,il'.1x11: ::' t1'.1];: li : : i lililn
insured against another'
XpensationandEmployer,sLiabilityinsuranceona
state-approved policy form providing benefits as required by law with employer's liability
limits no less than $1,000,000 per accident or disease'
Kittitas County Agreement for Services (rev' 5/L4/25'l
Page 6 of 13
n
r $1,000,000 each claim
contractor must provide evidence of this coverage on a policy form appropriate to
Contractor's Profession.
n I Other insurance coverage as deemed appropriate by either the County Risl< Manager or the
assigned Deputy prosecuting Attorney. Additional insurance types which the county may need to require (non-
exhaustive list): Cyber, polluiion, Aircraft, Watercraft, Liquor, Crime/Fidelity, SexualAbuse & Molestation' Jones
Act, Longshoremen/Harborworkers, Marine. ]
contractor shall furnish to the county a certificate of lnsurance, with endorse-ment 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 wetl 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 tt,'. folto*ing are provided io the counly: (1) a copy of the certificate(s) of lnsurance with all
required endorsements, properly completed and in the amounts required, and {2}where requested by the county'
a copy of the required insurance policies, including all required endorsements'
Klttitas County Agreement for Services (tev' S/MIZS\
PageT of L3
ATTACHMENT,,D,
GENERAL TERMS AND CONDITIONS
1. Scope of Contractor,s Services: Contractor agrees to provide to the County services as set forth in
AttachmentuN'. No materials, labor, or facilities will be furnished by the County, unless otherwise provided
herein. All work performed under this Agreement shall comply with applicable laws and regulations'
2. Accounting and pavment: Compensation to Contractor for services rendered under this Agreement
shall be as set forth in Attachment ,'8". where Attachment "8" requires payment(s) by the county, payment shall
be based upon billings, supported unless provided otherwise in Attachment "8", by documentation of units of
work actually performed and amounts eained, including, where appropriate, the total number of hours for the
month and the total dollar payment requested. unless specifically stated in Attachment "8", 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,,. ln the event contractor fails to perform any of its obligations under this Agreement within the
time specified herein, then the county may withhold all monies due and payable to contractor until such failure
to periorm 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. Taxesr contractor understands and acknowledges that the county will not withhold Federal or state
income taxes from payments made to contractor. Where required by state or Federal law, contractor authorizes
theCountytomakewithholdingforanytaxesotherthanincometaxes(e.g',Medicare). Allcompensationreceived
by contractor will be reported to the lnternal Revenue Service at the end of the calendar year in accordance with
applicable IRS regulations. lt is the responsibility of contractor to make its necessary estimated tax payments
throughout the year, if any, and Contractor is solely liable for any tax obligation arising from Contractor's
performance of this Agreement.
The County will pay sales and use taxes imposed on goods or services acquired hereunder as required by
law. 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. lndependent Contractor: Contractor's services shall be furnished by Contractor as an independent
contractor, and nothing rtaieO herein shall be construed to create a relationship of employer-employee or a
gua rantee of future employment. contractor acknowledges that its entire compensation under this Agreement
L specified in Attachment ,,8,,, and that contractor is not entitled to any County benefits, including but not limited
to: vacation pay, holiday pay, sick leave pay, medica[, 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 priorwritten approvalof the County'
6. RishttoReview;Maintenanceof Records: ThisAgreementissubjecttoreviewbyanyFederalorState
auditor. ft," county * itr d.tign.e sftafi 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,
inspeciion of all records or other materials which the county deems pertinent, and any and all communications
with or evaluation by service recipients under this Agreement. contractor shall preserve and maintain all records
Kittitas County Agreement for Services (rev. S/t4/251
Page 8 of 13
relating to this Agreement for six (6) years after termination or expiration of the Agreement, and upon request
shall make them available for review by any Federal or State auditor, the County, andfor any persons authorized
by the County.
7. Modification
7.I. 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 io be performed under this Agreement, within the general scope of
the Agreement. Such changes may include, but are not limited to, changes in the exact scope of work to be
performed (including modification, substitution, addition, or deletion of required tasks) and changes to the
schedule of performance, lf any such change Notice causes an increase or decrease to contractor's cost of, or the
time required for, performance of the *ork, rn equitable adjustment in the compensation to Contractorand/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 iccordance with alt 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'
B. Termination
8.1 This Agreement may be terminated at any time by mutual written agreement of the parties'
B.Z The County, by giving written notice, may terminate this Agreement at any time without cause
and without further obligation to contru.tor except for payment dub 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 lf Contractor defaults by failing to perform any of its obligations under this Agreement, or
becomes insolvent, is declared bankrupt or commits any act of banl<ruptcy or insolvency, or makes an assignment
for the benefit of creditors, the countv ffiay, by written notice to contractor, terminate the Agreement and at
the county,s option, obtain performance of the worl< elsewhere. lf the Agreement is terminated under this
paragraph, contractor shall not be entitled to receive any further payments under this Agreement until all of its
obligations hereunder have been fully performed, and any extra cost or damage to the County shall be deducted
from any money due or coming due to contractor. Furthermore, in the event of termination unde.r 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'
g.4 Termination of this Agreement by any means provided herein shall not excuse any party's
performance of its obligations hereunder through the effective date of termination, except that the county shall
not be obligated to pay for services that have no1 b..n performed or deliverables that have not been provided'
9. lndemnification
g.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
Kittitas County Agreement for Services (rcv.5/74/25)
Page 9 of 13
and against any and all claims, damages, losses and expenses, including but not limited to court costs, attorney's
fees and alternative dispute resolution costs, for any personal or bodily injury, siclcness, disease or death, for any
damage to or destruction of any property (including the loss of use resulting therefrom), and for any other claims'
damales, 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, iti 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 noi appty 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 timited in any way by
the Washington State lndustrial lnsurance Act, RCW Title 51, or by application of any other workmen's
compensation act, disability benefit act or other employee benefit act, and contractor hereby expressly waives
any immunity afforded by such acts. The foregoing indemnificatlon obligations of contractor are a material
inducement to the county to enter into this Ajreement, are reflected in contractor's compensation, and have
been mutually negotiated by the parties.
g.Z The County reserves the right, but notthe 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'
g.3 ln the event Contractor enters into subcontracts to the extent allowed under this Agreement,
each such subcontractor shall indemnify the county on a basis equal to or exceeding contractor's indemnity
obligations to the CountY.
L0, Venue and Choice of Law: ln the event that any litigation should arise concerning this Agreement,
the venue for such action shall be in the Superior court of the state of washington in and for the county of Kittitas'
This Agreement shatl be governed by the laws of the State of Washington'
11. Non-Appropriation of FunCs: lf 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-whichsufficient funding was appropr:iated. No penalty or expense shall accrue to
the County in the event this provision applies'
. 12. Contractor Commitments, Vllarranties, and Representations: Contractor represents and warrants as
follows:
LZ.L 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.
L2.z Contractor has the authority to execute this Agreement, to mal<e the representations and
warranties set forth herein, and to perform its obligations hereunder.
I2.g This Agreement has been validly executed by an authorized representative of Contractor and
constitutes a valid and legally binding and enforceable obligation of Contractor.
L2.4 Contractor holds, or will obtain prior to commencing work under this Agreement, such licenses,
permits and other authorizations from federal, itate and local governmental authorities, or from any applicable
industrial or professional certification or licensing bodies, as are necessary for the lawful performance of its
obligations under this Agreement, and will maintain such throughout the term of this Agreement'
Kittitas County Agreement for Services (tev' 5/M/25]'
Page 10 of 13
L2.5 Contractor is not in violation of any applicable law, ordinance or regulation the consequence of
whichwillormaymateriallyaffectcontractor'sabilitytoperformitsobligationsunderthisAgreement' contractor
is not subject to any order or judgment of any court, tribunal or governmental agency which materially and
adversely affects its operations or assets in the state of washington, or its ability to perform its obligations under
this Agreement.
LZ.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'
L2.7 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 ltemS prodUCed: All writings, programs, data, reports, films' recordings, or other
materials prepared by c-tr*t"r rrd/or iti 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, trademarl<, and/or patent, and the
ability to transfer any or all ownership rights.
t4. lntellectual propertv lnfringement: 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 br/ contractor infringe any intellectual property rights of any third
party(ies). contractor will pay all costs .ni durrg.s attributable to any such claims finally awarded against the
county in any action. such defense and paym"ni, ur" 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 counti the right to continue using the information and/or
materials that are the subject of such claim, provided no reduction in performance or loss results to the county'
15. Use of Countv Name and Logo: Contractor may-not-use-the County'-s name, logo(s), trademarls(s), or
other identitying inrorrn"rtion, o, icentify 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'
t6, Disputes: Any dispute between the parties arising under or relating to this Agreement shall be
'""rolu"d
inrofr.rlly 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
determinationastotheproperresolutiontttn"dispute. suchdeterminationshallbefinalandbindingonboth
parties. The cost of resolution wilt be borne as allocated by the Dispute Board. Alternatively, if agreed to in writing
by both parties, the parties may forego the option of establishing a Dispute Board to adjudicate the dispute, and
instead pursue arbitration, jointly selecting an arbitrator acceptable to both parties. ln the event the parties
choose to pursue arbitration, the parties alree that: (L) the fees and expenses of the arbitrator shall be shared
equally by both parties to this Agreemen! (l) eacrr 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 ( ) the arbitrator's decision or award shall be final and binding on both parties'
L7. Confidentialitv: contractor, iti employees, agents and volunteers, and any of contractor's
subcontractors and their employees, agents and volunteers, shall maintain the confidentiality of all information
Kittitas County Agreement for Services (rev.511"4/25lr
PageLlof L3
provided by the County or acquired by Contractor in performance of this Agreement, except upon the prior
written consent of the l(ittitas 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.
1g. 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 Wase: Where labor to be performed under this Agreement is considered "public work" as
defined in RCw 3g.04310Jontractor shall pay the prevailing rate of wages to all workers, laborers, or mechanics
employed in the performance of work under this Agreement in accordance with RCW 39.12 and the rules and
regulaiions of the washington state Department of Labor and lndustries, The schedule of prevailing wage rates
toi the applicable locality or localities is determined by the lndustrial statistician of the Department of Labor and
lndustries. tt is contracior's responsibility to verify the applicable prevailing wage rate. lt is understood that
contractor is responsible for obtaining and completing all required government forms relating to prevailing wage
and submitting same to the proper authorities. Disputes regarding prevailing wage rates shall be referred for
arbitration to the Director of the Department of Labor and lndustries. The arbitration decision shall be final and
conclusive and binding on all parties involved in the dispute as provided for in RCW 39.12.060'
20. Standarrd OJ Care.: Contractopshall perform its duties hereunder in a manner consistent with that
degree of care unu rl itt oroin-*ily exercised by members of the same profession or industry as contractor currently
practicing or working under similar circumstances. contractor shall, without additional compensation, correct any
of its services not meeting such a standard'
21. Nondiscrimination
ZI.j, ln 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
siatus, sex, sexualorientation, marital status, honorably discharged veteran or military status, orthe presence of
any sensory, mentalor physical disability orthe 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, ireed, color, national origin, citizenship or immigration status, sex, sexual orientation,
marital status, honorabty discharged veteran or military status, orthe presence of any sensory, mental or physical
disability or the use of a traineddog 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 Agreernent for Services (rev.5/74/251
Page t2 of L3
training, including apprenticeships. Contractor shall tal<e 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.
ZL.g lf any assignment and/or subcontracting has been authorized by the County, said assignment or
subcontract shall include appropriate safeguards against discrimination.
22. Waiver: ThewaiverofanydefaultorbreachofthisAgreement,orthefailureofapartytoenforce
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.
Zg. Headinss: 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 provisionsof paragraphs 2,3,4,6,8,9, L0,13, !4,L5,L6,L7,L9,20,22,24, and 28of
these General Terms and Conditions shall survive the completion, expiration, termination or cancellation of this
Agreement for any reason.
25. Cornplete Aereement: 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. Severabititv: lf any term or condition of this Agreement or the application thereof to any person(s)
or circumstances is held invaljd, 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.5/1'4/251
Page 13 of 13
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THIS CERTIFICATE IS ISSUED AS A MATTER
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OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BYTHEPOLICIES
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Kiftitas Gounty
205 W sth Ave, Suite 108
Ellensburg, WA 98926
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
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