HomeMy WebLinkAboutFully Executed - I-,*ft'KITTITAS COU NTY AM EN DM ENT TO:
PHHAHC.OO4
Amendment #1
This Amendment ('Amendment") is made as of June 2,2026 by and between Kittitas County
(hereinafter "County"), a potiticat subdivision of the State of Washington, and Habitat for
H u ma nity (h erei naft er "Contractor" or "G ra ntee").
WHEREAS, the parties entered into an agreement dated May 1 ,2025 (the'Agreement");
WHEREAS, the Agreement currentty 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. lf the additional.
density is approved, they wilt add 9 additional. units of housing for a total of 22 housing units in the
projec! and
WHEREAS, the parties desire to amend the Agreement;
NOW, THEREFORE, the parties agree as fo[[ows:
1. Amendment
The Agreement is amended as fotlows: contract end date wil.l. be lune 3O,2O27
2. No Other Changes
Att other terms of the Agreement remain unchanged and in fu[[ force and effect
IN WITNESS WHEREOF, the parties have executed this Amendment as of the latest date written
below.
Kittitas County Amendment to: lLA, AGS, lnterDept. MOU (8128/25l.
Page 1 of2
CONTRACTOR
Printed Name
0a)
Titte
Date bl &\,t ^ '2+p
KITTITAS COUNTY
COMMISSIONERS
ght, Chair
ith, Vice-Chair
Commissioner
Date b lhlr.,to
of the
BOA
Attest:
nMa ndy Buchhotz
F tutie Kjorsvik
Kittitas CountyAmendment to: lLA, AGS, lnterDept. MOU (8128/25)
Page2oI2
0
Kittitas CountY Public Health
Contract/Agreement Review Form *tgqli*::
Today's Date o8t2112025 Legal Request #11 724
Fund/Department:16-Public Health Agenda Date:
lnformation
ement Agency: Habitat For HumanitYContract/Agre
ProjectAve )HfornaHdabitat (FloralumanityCouKittitasbetweenntyPSAmeeTintle:ntract/Co Agre
End Date: 0613012026Begin Date: 05lUl2A25
Contract/Agreement #: PH HAHC-004Total 5 Amount: 250,000.00
Contractor will construct five 2-bedroom and eight 3-bedroom duplexes and single-family home.s
at Third St. and Floral Ave, cle Elum. Units will be reserved as affordable housing for individuals
or families at or below B0% of the Area Median lncome (AMl) in Kittitas County.
Contract/Agreement Summa ry:
and Auditor Review and Comment:Kittitas CountY
ol o.LS
DateSignature of
{5"*A Dater's OfficeSignature
B lnformation
Pass lnformation
112 - 1120231327Revenue Code(s):
112 - 541A1Expense Code(s)
Not Checked (reason)Agency is not susPended /disbarred
Agency to Pass Through
Expense Code:Amount to Pass Through
Sub-Contract APProved Date
ADMIN Version: O Supersedes: 0 Date Adopted i 12/au2024_Katie OdiagaModified BY:Approval Chelsey Loeffers
PROFESSIONAL SERVICES AGREEMENT
Between
KITTITASCOUNTY
and
Habitat for Humanity Seattte-King County
Contract # PHHAHC-0004
For
Ftorat Ave Affordabte Homes
This Agreement is made by and between Kittitas county (hereinafter "the county") and
Habitat for Humanity seattl.e-King county u Bl #601 a5g72g {hereinafter "contractor")' The
County and Contractor agree as foltows:
r GeneraIConditions
o Exhibit A (ScoPe of Work)
e Exhibit B (ComPensation)
r Exhibit C (Proof of lnsurance)
r Exhibit E (RePorting)
forth herein
Kittitas County ProfessionaL Services Agreement
Page 1 of 20
copies of which are attached hereto and incorporated herein by this reference as futty as if set
The term of this Agreement shatl commence on May 1"'. 2025. and cOntinue until june 30'h'
2026. Any party may terminate this Agreement by giving thifty (30) days' notice in writing
either personaLty detivered or rnaiLed postage-prepaid by certified mait' return receipt
requested, to the pafty's [ast known address for the purposes of giving notice under this
paragraPh.
Contractor acknowtedges and by signing this Agreement agrees that the lndemnification
provisions set forth in earagraphs 7 {lndependent Contractor), 9 (Taxes}' 15 (Defense and
lndemnity Agreement), 21 (Patent/copyright lnfringement) and 24 (Confldentiality)' are totatly
and ful.ty part of this Agreement and have been mutualty negotiated by the parties'
day of
APPROVED:
Habitat For Humanity Seattte - King and
Kittitas Counties
Signature of Signatory
rc fao f*s
lN WITNESS wHEREoF, the parties have executed this Agreement this
{y ,2025,
APPROVED:
BOARD OF COUNTY COMMISSIONERS
KITTITAS COUNry, WASH I NGTON
atrman
Vice Chairman
, Commissioner
Date:
Print Name of tory
S of Signatory
Date: b f
Print Name of Signatory
Kittitas County Professionat Services Agreement
Page2ot 2A
Cl.erkof the Board '-
il JuLie Kjorsvik
ElF4andY Buchhotz
Approved as to Form:
Lhthj
t)"1
De puty Prosecuti ng Attorney
Contractor's Address
500 Naches Ave SW, Ste 200
Renton, WA 98057
Proiect Contact
Name Oaniet McCune
Titte Director of Construction
Kittitas County Professionat Services Agreement
Page 3 of 20
County's Address
205 West 5th Ave, Suite 108
Et[ensbur$, WA 98926
Project Contact
Name Kasey Knutson
Title Human Services Manager
GENERAL CONDITIONS
1. sc6pe of cof,tlactafJ.sesices:
contractor agrees to provide to the county seruices and any materiats set forth in the project
narrative identified in Exhibit "A" duringtne Rgreement pedod. No material, labor' orfacilities
wiLt be furnished by the County, unless othennrise provided for in the Agreement'
2. Performance of Work:
Contractor shatt pedorm work in accordance with, and shatt compty with, atl of the prouslons
of this Agreement. Atl, work shatl compty with appticabl'e codes and ordinances'
3. Schedute of Peiformance:
Unless directed otherwise by the county, the contractor shatt perform the work in
accordance with any scheduLes made a part of this A$reement'
4. Definitions:
4.1 "Additional lnSUred's" means the county, its successors and assigns' and
the respective directors, officers, emptoyees, agents and representatives of
the County and its successors and assigns'
4.2 "support" means the foLtowing: contractor's directors, officers' employees'
agents and representatives; and sub-contractors of anytier; the respective
directors, officers, emptoyees, agents and representatives of these sub-
Contractorsofanytier;andanyotherpersonorentityactingunderthe
direction or controt of, or on behatf of, contractor or any contractor's sub-
contractors of any tier in connection with or incident to the performance of the
Work orthis Agreement'
4.3 The "Work" means ait of the duties I'isted in Exhibit A and the perlormance of atl
other obtigations under this Agreement by contractor or its support'
5. Aqco u nti n g a n d Payme nt f P r Cantfaclarssl/ices :
payment to the contractor for services rendered under this Agreement shatl' be as set forth in
Exhibit,,B,,. Where Exhibit "B" requires payments bythe County, payment shatl be based
upon bittings, Supported unteSs otherwise provided in Exhibit "B", bV documentation of units
of work actual.ty performed and amounts earned, incl,udingwhere appropriate, the actuaI
number of days worked each month, total number of hours for the month, and the totat dotlar
payment requested. Untess specificatty stated in Exhibit "B" or approved in writing in advance
by the Kittitas County Board of Commissioners, the County wil't not reimburse the Contractor
for any costs or expenses incurred by the contractor in performance of this Agreement'
Where required, the County shatt, upon receipt of appropriate documentation' compensate
the Contractor, no more often than monthty, through the County voucher system' for the
Contractor's service pursuant to the fee schedule set forth in Exhibit "B"'
Kittitas County Professionat Services Agreement
Page 4 ot 20
6. Assignment and SubcontfFcting:
No portion of this Agreement may be assigned or subcontracted to any other individuat' firm
or entity without the express and prior written approvaI of the county'
The contractor may onty subcontract work contempLated under this agreement if it obtains
the prior written approval of the County'
lf the Coun4/ approves subcontracting, the Contractor shal'L maintain written procedures
retated to subcontracting, as wett as copies of att subcontracts and records retated to
subcontracts. For cause, the County in Writing may require the Contractor to amend its
subcontracting procedures as they rel.ate 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 shalt bind the subcontractor to fotLow al'L appticabte terms of this
agreement. The contractor is responsibl,e to the county if the subcontractor f ait's to
compty with any appticabte term or condition of this agreement' The contractor shatl
appropriatel,y monitor the activities of the Subcontractor to assure fiscaL conditions of this
agreement- ln no event shal.t 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
Su bcontractor's duties.
Every subcontract shalt incl,ude a term that County is not I'iabte for claims or damages
arisingfromaSubcontractor,sperformanceofthesubcontract.
lf subcontract agreements and/or actual costs change by more than 10Yo' the Contractor
must immediatety notify the county, and the county may require an amendment to this
agreement.
7. I ndependentcotrJc&tqr:
The contractor,s services shatL be furnished bythe contractor as an independent contractor
and nothing herein contained shatt be construed to create a rel'ationship of emptoyer-
emptoyee or maSter-servant, but al,L payments made hereunder and atL services performed
shatt be made and perforrned pursuant to this Agreement by the contractor as an
indePendent Contractor-
The contractor acknowtedges that the entire compensation for this A$reement is specified in
Exhibit ,,B,, and the Contractor is not entitl.ed to any County benefits incl'uding, but not Limited
to: vacation pay, hotiday pay, sick leave pay, medicat, dentat, or other insurance benefits' or
any other rights or privileges afforded to Kittitas County emptoyees'
Kittitas County Professiona[ Services Agreement
Page 5 ot 20
Contractor wil.l. defend, indemnify and hotd harmless the County, its Additional lnsured's'
officers, agents or empLoyees from any toss or expense, inctuding but not timited to
setttements, judgments, setoffs, attorneys'feeS or costs incurred by reason of claims or
demandsbecauseofbreachoftheprovisionsofthisparagraph.
8. NQ Guarantee olEmplgymenl:
The performance of atl, or part of this Agreement by the contractor shail not operate to vest
any emptoyment rights whatsoever and shaLt not be deemed to guarantee anyemptoyment of
the contractor or any emptoyee of the contractor or any sub-contractor or any empLoyee of
anysub.ContractorbytheCountyatthepresenttimeorinthefuture.
9. Taxes:
The contractor understands dnd acknowtedges that the county witt not withhotd FederaI or
State income taxes. Where required by State or FederaI law' the Contractor authorizes the
County to make withhol.ding for any taxes other than income taxes (i'e' Medlcare)' Al't
compensation received by the contractor witl, be reported to the lnternal' Revenue service at
the end of the catendaryear in accordance with the appl.icabte IRS regutations' lt is the
responsibility of the Contractor to make the necessary estimated tax payments throughout
the year, if any, and the contractor is sotety tiable for any tax obligation arising from the
contractor,s performance of this Agreement. The contractor hereby agrees to indemnify the
counw against any demand to pay taxes arising from the contractor's faiture to pay taxes on
compensation earned pursuant to this Agreement'
The County wiit pay sates and use taxes imposed on goods or services acquired hereunder as
required by taw. The contractor must pay al,t othertaxes incLuding' but not timited to:
BUsiness and OCcupatiOn Tax, taxes based On the Contractor's gross or net income' or
personal property to which the county does not hol'd titl'e. The county is exempt from FederaI
Excise Tax.
10. Regutatiqns and Requirement:
This Agreement shatt be subject to atl laws, rutes and regutations of the United states of
America, and State of Washington, and poiitl"rt subdivisions of the State of Washington' and
toanyotherprovisionssetforthhereinorintheattachedexhibits.
11. Rightto Review:
This contract is subject to review by any Federat or State auditor' The County or its designee
shal.t 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 inctude, butis not Limited to, on-site inspection by county
agents or emptoyees, inspection of atl records or other materia[S which the County deems
peftinent to the Agreement and its performance, and any and att communications With or
evatuation by service recipients under this Agreement' The Contractor Shatl preserve and
maintain att financiaI records and records retating to the performance of work under this
Kittitas County Professionat Services Agreement
Page 6 of 20
Agreement for 6 years after contract termination, and shatt make them avaitable for such
|'rui"*, within Kittitas county, state of washington, upon request.
12. Modifications: -'12.1 Either party may request changes in the Agreement. Any and alt agreeo
modificationsshal.tbeinwriting,signedbyeachoftheparties.
12.2 The County may, at anytime, bywritten notice thereof to Contractor ("Change
Notice") makes changes in the work within the general scope of this
Agreement,inctuding,butnotLimitedto:(a)changesin,revisionsto,
substitutions for, additions to or detetions of anyWork; (b)changes in
schedule; and (c) acceteration, dece[eration or suspension of performance of
anYWork.
12.3 lf any change in the Work causes an increase or decrease on Contractor'S cost
of, or the time required for, performance of the work, an equitable adjustment
in the compensation to contractor and in the schedute for the performance of
theWorkshal.tbemadetoreftectsuchanincreaseordecrease.
12.4 Notwithstanding any dispute or detay in arriving at a mutuaLLy acceptabl'e
equitabLe adjustment, contractor shatl, proceed in accordance with al'l change
Notices. The contractor must, within thirty (30) days after receipt of any
change Notice that does not set forth any acceptabte adjustment, submitto
the county a written statement setting forth any adjustment ctaimed'
12.5 lf any change resul.ts in a decrease in the work performed, contractor shatl' be
entitl,ed to compensation associated with changingthe work' such as revising
design atready compl.eted, revising catcutations atready performed, and
revising documents-
1 3. Terminadqnlorlefaul!:
lf the contractor defautts by faiting to perform any of the obtigations of the Agreement or
becomes insotvent or is declared bankrupt or commits any act of bankruptcy or insotvency or
makes an assignment for the benefit of creditors, the county may, by depositing written
notice to the Contractor in the U.S. mai[, postage prepaid, terminate the A$reement, and at
the CoUnty's option, obtain performance of the work etsewhere' lf the Agreement is
terminated for defautt, the contractor shall, not be entitted to receive any further payments
under the Agreement until, att work catted for has been ful'ty performed ' Any extra cost or
damage to the county resuLting from such defautt(s) shatt be deducted from any money due
or coming due to the contractor. The contractor shatl, bear any extra expenses incurred by
the County in comptetingthe work, and alt damage sustained, orwhich may be sustained by
the County by reason of such defautt'
Kittitas County Professio naI Services Agreement
?age7 of 20
lf a notice of termination for defaul,t has been issued and it is Later determined for any reason
that the Contractor was not in defautt, the rights and obtigations of the parties shatt be the
same as if the notice of termination had been issued pursuant to the Termination for Pubtic
Conven ience ParagraPh hereof '
1 4. Temitrgtjsn-faJ:euhtic Conveniencq:
The county mayterminate the Agreement in whoLe or in part wheneverthe 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
shatt be entitl.ed to payment for actuaI work performed at unit contract prices for compteted
items of work. ln the event of such termination, an equitabl'e adjustment shal't be made in the
compensation payabte to Contractor'
An equitabte adjustment in the contract price for partialty compteted items of work witt be
made, but such adjustment shal,L not incl.ude provision for loss of anticipated profit on
deteted or uncomp[eted work. Termination of this Agreement by the County at any time
during the term, whether for defaul.t or convenience, shat[ not constitute a breach of contract
by the CountY.
1 5. Defense & lxdemljlyigtreemenl:
The contractor agrees to and shatt defend, indemnify and hotd harmtess the county' its
Additionat lnsured'S, appointed and eLective officers, agents and emptoyees' from and
against al.l toss or expense, incl,uding but not timited to judgments, setttements' attorney's
fees and costs by reason of any and al'l' ctaims and demands upon the County' its Additionai
lnsured's, its etected or appointed officials, agents' or emptoyees for damages because of
personaI or bodily injury, inctuding death ,t
"ny
time resutting theref rom' sustained by any
person or persons and on account of damage io property including ioss of use thereof'
whether such injury to persons or damage to property is due to the negligence of the
Contractor, its sub-ContractorS, its el,ecied officers, employees or their agents' except onty
such injury or damage as shal.l have been occasioned by the sote negtigence of the County' its
Additional lnsured's, appointed or etected officials, agents' or emptoyees' lt is further
provided that no Liabitity shatl' attach to the County by reason of entering into this contract'
except as expressly provided herein'
16. lndusffat lnsuranc - --:-^.+h^
with respect to the performance of this Agreement and as to ctaims against the county' its
Additional. lnSured's, officers, agents and"emptoyees, the Contractor expressty waives its
immunity under Titte 51 of the Revised code of washington' the lndustrial lnsurance Act' for
injuries to its emptoyees and agrees that the obl'igations to indemnifu' defend and hotd
harmtess provided in this agreement extend to any cLaim brought by or on behatf of any
empLoyee of the contractor. This waiver is mutual,ty negotiated by the parties to this
Agreement.
Kittitas County Professional Services Agreement
PaEe I ot 20
17.@:
ln the event that any titigation shouLd arise concerning the construction or interpretation of
any of the terms of this Agreement, the venue of such action of titigation shatt be in the
Superior Court of the Staie of Washington in and for the County of Kittitas' This Agreement
shatt be governed by the taw of the State of Washington'
18.@:
ln the event the Coniractor has failed to perform any obl'igation to be performed by the
ContractorunderthisAgreementwithinthetimesetforthinthisAgreement,thentheCounty
may,uponwrittennotice,withhotdatl'moniesdueandpayabtetocontractor'Without
penatty,untitsuchfaituretoperformiscuredorotherwiseadjudicated.
19. F :
lf sufficient funds are not appropriated or altocated for payment under this Agreement for any
future fiscat period" the countywil,t. not be obtigated to make payments for services or
amounts incurred after the end of the current fL""t period' No penatty or expense Shal'l
accrue to the county in the event this provision appLies'
20
Th e Contractor rePresent s and warrants to the County as fottows
2O.1 The Contra ctor is duly incorporated, val'idty existin g and in good standing
under the laws of the State of Washington and has al.l. requi site corPorate
power and auth ority to enter into and to perform its obLigations under this
20.2
2A.3
20.4
20.5
20.6
Agreement.
The contractor has the authority to execute this Agreement, to make the
representations and warranties set forth in it and to perform the obl'igations
oftheContractorunderthisAgreementinaccordancewithitsterms.
ThisAgreementhasbeenvatidlyexecutedbyanauthorizedrepresentative
of the Contractor and constitutes a valid and I'egatl'y binding and
enforceable obl,igation of Contractor'
The Contractor has or wil'l' obtain prior to the commencement date such
ticenses,permitsandotherauthorizationsfromfederal,stateandother
governmental' authorities, as are necessary for the performance of its
obl,igations u nder this Agreement'
The contractor is not in viotation of any appl,icabte [aw, ordinance or
regul.ation the consequence of which witl' or may materialty affect
Contractor,sabil.itytoperformitsobl.igationsunderthisAgreement.The
contractor is not subject to any order or jud$ment of any court, tribunal or
governmen,rfrgrnrywhichmateriall'yandadversel'yaffectsitsoperations
orassetsinthestateofWashington,oritsabiLitytoperformitsobiigations
under this Agreement.
NoneoftherepresentationsorwarrantiesinthisAgreement,andnoneof
thedocuments,statements,certificatesorschedutesfurnishedortobe
Kittitas Cou nty Professionai Services Agreement
Page I of 20
furnishedbyContractorpursuantheretoorinconnectionwiththe
performanceoftheobl'igationscontempl'ated,underthisAgreement,
contains or witt contain any untrue statement of a material' fact or omits or
wit| omit to state a materiat fact necessary to make the statements of fact
contained therein not misteading'
z t . PatenUCopyrigff-lnftingemenl:
contractor witt defend and indemnify the county from any ctaimed action, cause or demand
brought against the county; to the extent such action is based on the claim that information
suppl,ied by the Contractor infringes any patent or copyright' The Contractor wil't pay those
costs and damages attributabl,e to any such ctaims that are finatly awarded against the
county in any action- such defense and payments are conditioned upon the fottowing:
21.1 Contractor shatt be notified promptty in writing by county of any notice of such
claim'
21.2 Contractor shal.t have the right, hereunder, at its option and expense, to obtain
for the County the right to cintinue using the information' in the event such
claim of infringement is made, provided no reduction in performance or loss
resutts to the CountY'
22. Dispules:
22-1
22.2
22.3. Detailed*ctaim
Kiititas County Professionat Services Agreement
Pageloof20
General
DifferencesbetweentheContractorandtheCounty,arisingunderandby
virtue of the Agreement Documents shal.t be brought to the attention of the
county at the eartiest possibte time in order that such matters may be settted'
orotherappropriateactionpromptl'ytaken.ExceptforsuchobjectionsaSare
made of record in the manner hereinafter specified and within the time timits
stated, the records, orders, instructions, and decisions of the Kittitas county
Commissioners shal,t be final' and conctusive'
Notice of Potential Ql'aims
TheContractorshaLtnotbeentittedtoadditionaIcompensationwhich
otherwise may be payable, or to extension of time for (1) any act or faiture to act
by the County, or (21 ine happening of any event or occurrence' untess the
Contractor has given the County a Written Notice of Potential' Ctaim within ten
(10)daysofthecommencementoftheact,faiture,oreventgivingrisetothe
ctaim, and before final. payment by the county. The written Notice of Potentiat
ctaim shal,t set forth the r"uron* for which the contractor betieves additionat
compensation or extension of time is due, the nature of the cost invotved' and
insofar as possible, the amount of the potentiat claim. Contractor shatl' keep
ful'tandcompletedail'yrecordsoftheworkperformed,taborandmaterial
used,andail,costsandadditionattimecl'aimedtobeadditionat'
TheContractorshal.tnotbeentitledtoctaimanysuchadditional.
compensation,orextensionoftime,unlesswithinthirty(30)daysofthe
compl,etionoftheportionoftheworkfromwhichthectaimarose,andbefore
finat payment by the county, the contractor has given the county a detail'ed
written statement of each etement of cost or other compensation requested
andofattel'ementsofadditional'timerequired,andcopiesofanysupportin$
documentsevidencingtheamountorextensionoftimeclaimedtobedue'
23. Ownershipof ltems Producgd:
Al.twritings, programs, data, pubtic records orother materiats prepared bythe contractor
andlorits consuttants or sub-ContractorS, in connection with the per{ormance of this
Agreementshatl.bethesoteandabsotutepropedyoftheCounty.
24. Confidentiatity:
The Contractor, its emptoyees, sub-Contractors, and their emptoyees shatl' maintain the
confidentiaLity of al.l. information provided by the County or acquired by the Contractor in
performance of this Agreement, except upon tne prior written consent of the Kittitas County
Prosecuting Attorney or an order entered by a court after having acquired jurisdiction over the
County. Contractorcf,uft irn*.diatety give to the County notice of any judicial' proceedings
seeking disctosure of such information. Contractor shatl' indemnify and hotd harmless the
County, its Additional lnsured,s, officials, agents or emptoyees from al'l' loss or expense'
inctuding, but not timited to setttements, judgments, setoffs, attorneys'fees and costs
resuttingfrom 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 oitne terms of the Statement of the Work' this provision is not breached
by such acts.
25. Notice:
Except as set forth etsewhere in the Agreement, for al't purposes under this Agreement'
except service of process, notice shall" be given by the contractor to the department head of
the department for whom services ,ra |."n-d*rud, and to the Kittitas county commissioners'
205 w 5,h Ave, Suite 108, El.l.ensburg, wA 98926- NotiCe to the contractor for alt purposes
under this Agreement Shal,t be given to the address refl'ected on the signature page' Notice
may be given by detivery or by depositing in the u.s. Mail', first class' postage prepaid'
26. SeversbiliU:
lf any term or condition of this Agreement or the appl'ication thereof to any person(s) or
circumstancesisheLdinval.id,suchinval,idityshaiLnotaffectotherterms,conditionsor
appLications which can be given effect without the invatid term, condition or appLicatlon' To
thisend,thetermsandconditionsofthisAgreementaredeclaredseverable.
27. Misce-ttaneous
Kittitas County ProfessionaL services Agreement
Pagellof2o
27.1
27.2
27.3
27.4
The county,s faiture or del,ay to insist upon strict performance of any of the
provisions of this Agreement or to exercise any rights or remedies under this
Agreement shatt not be construed as a waiver or retinquishment 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 shatt be and remain in futl force and
effect.
This Agreement embodies the entire Agreement between the county and
contractor, and supersedes any and atl prior agreements, regarding the work'
No change, amendment or modification of any provisions of this Agreement
shal,t be val,id untess set forth in a written instrument signed bythe party to be
bound thereby' r;^^ ^i +r-,^ /^a'n+\, cr ' 'on of thisThe rights and remedies of the County set forth in any provlsl
Agree,ment are in addition to and do not in any way timit any other rights of
remedies afforded to the county by any other provisions of this Agreement' by
any of Contractor's Suppoll or by taw'
The headings of sections and paragraphs of this A$reement are for
convenience of reference onty and are not intended to restrict, affect or be of
anyweightintheinterpretationorconstructionoftheprovisionsofsuch
sections or paragraphs.
28. Waiver:
waiver of any breach or condition of this Agreement shatt not be deemed a waiver of any prior
or subsequent breach. No terms or conditions of this Agreement shatt be heLd to be waived'
modified or deleted except by an instrument, in writing, signed by the parties hereto'
29. Survivat:
The provisions of paragraphs 7,g,11,13,14,15'16'17'18' 19' 20'21'22'23'24'28' 30' and
31 , B2shatt survive, notwithstanding the termination or invaLidity of this Agreement for any
reason.
30. Nondiscrimination:
30.1 The County is an equal opportunity employer'
30.2 Nondjscriminatiqn in Employment
ln the performance of lnir-Rgt""ment, the contractorwitt notdiscriminate
againstanyempl,oyeeorappticantforemptoymentonthegroundsofrace,
creed, cotor, nationat origin, SeX, Sexual' orientation, marital Status, age or
thepresenceof,ny,"n,ory,mentalorphysical.handicap;providedthat
theprohibitionagainstdiscriminationinempl'oymentbecauseof
handicap shal,L not appty if the particu[ar disabitity prevents the proper
performance of the particular worker invotved' The contractor sha[[ ensure
that appticants are employed, and that emptoyees are treated during
empl'oyment without discrimination because of their race, creed, cotor,
Kittitas County Professionat Services Agreement
Page 12 al 20
national. origin, SeX, Sexual orientation, marital status, age or the presence of
anysensory'mentalorphysical.handicap.Suchactionshatlinclude,butnot
be timited to: emptoyn,.,*,.ri, upgrading, demotion or transfers, recruitment or
recruitment advertising, Layo* L t"r*inution, rates of pay or other forms of
compensation,andprogramsfortraininginctudingapprenticeships.The
Contractorshal'l.takesuchactionwithrespecttothisAgreementasmaybe
requiredtoensurefutl.comptiancewithtocat,stateandfederallaws
prohibiting discrimination in emptoyment'
30.3 Nondisetimination in Serviees
The contractor will not discriminate against any recipient of any services or
benefitsprovidedforinthisAgreementonthegroundsofrace,creed,color,
nationat origin, sex, sexuaI orientation, maritaI status, age orthe presence of
any sensory, mentai or physical handicap'
30.4 lf any assignment and/or subcontracting has been authorized by the county'
said assignment or subcontract shatt incl'ude appropriate safeguards against
discrimination. The contractor shaLl' take such action as may be required to
ensure futt comptiance with the provisions in the immediatety preceding
ParagraPhs herein'
31. Prevaitjngl&sge:
The contractor shatt pay the prevaiting rate of wages to atl workers' taborers' or mechanics
empl.oyed in the performance of any part of the work in accordance with Rcw 39'12 and
the rutes and regutations of the Department of Labor and lndustries' The schedute of
prevail.ing wages rates for the Locality or localities of the work is determined by the
lndustrial statistician of the Department of Labor and lndustries' lt is the contractor's
responsibil,ity to verify the appLicable prevaiLing wage rate' lt is understsod that the
Contractor is responsibLe for obtaining and compteting aLl required government forms and
submitting same to the proper authorities'
Disputes regarding prevaitingwage rates shaLl be referred for arbitration to the Director of
the Department of Labor and lndustries. The arbitration decision shal'l' be finat and
conctusive and binding on all, parties invol'ved in the dispute as provided for by RCW
The Contractor certifies that it:
32.llsnotpresentlydebarred,suspended,proposedfordebarment,declared
inel.igibl,e or votuntaril,y excl.uded from covered transactions by any Federat
department or agency.
Hasnotwithinatnree-yearperiodprecedingtheexecutionofthiscontract
withKittitasCounty,beenconvictedoforhadacivitjudgmentrendered
againstthemforcommissionoffraudoracrimina|offenseinconnection
39.12.060.
32. Deba rment Certification:
32.2
Kittitas County Professiona I Services Agreement
Page13ot20
32.3
32.4
withobtaining,attemptingtoobtain,orperformingapubticorprivate
agreement or transaction, viotation of Federat or state antitrust statutes or
commission of embezzlement, theft, forgery' bribery' fatsification or
destruction of records, making fal'se statements, tax evasion, receiving
stoten property, making fatse ctaims, or obstruction of justice'
ls not presentl.y inoicte-d for or otherwise criminalty or civill'y charged by a
governmental'entity(Federat,state,ortocal)withcommissionofanyofthe
offenses enumerated in paragraphS2'2of this section'
Has not within a three-year period preceding the preceding the execution of
this contract with Kittitas county had one or more pubtic transactions
{Federat, State, or tocal')terminated for cause of defautt'
Kittitas County Professionat Services Agreement
?aqe 14 al 20
EXHIFTT "A"
SCOPE OFWORK
Contractorwi[t construct five 2-bedroom and eight 3-bedroom dupl'exes and singte-
famil.y homes at Third st. and Ftorat Ave, Gte El'um' units wiLt be reserved as
affordabte housin$for individual's orfamities at or below 80% of the Area Median
lncome {AMl}in Kittitas CountY'
contractor witl. use grant funding towards contractingwith an architect' structural
engineer, other engineer, and ptatting and permitting'
Contractor witL refer to their approved documents submitted through the funding
request process for the 2a25 Aftordabte Housing Grant' Any changes or updates made
to the activities or budget Listed in those documents must be approved by Kittitas
county through the apiointed contract manager in advance, in writing'
Kittitas County Professionat Services Agreement
Page 'l 5 of 20
IBIT rrBrr
COMPENSATION
As full. compensation for satisfactory performance of the work, the county shatt pay the
Contractor compensation of $250,000'
Funds must onl,y be used to accomptish the Scope of Work as found in Exhibit A Scope of
work. Al,towabte uses for these funds include the cost of contracting with an architect'
structuraI engineer, other engineer, and ptatting and permitting'
Any uses of these funds outside of the tisted atl,owable uses must be approved by Kittitas
County in advance of the expenditure, in writing'
Attfunding is based on locaItax and fee revenue. lf tocat economic conditions result in
insufficient funds to compensate at the stated levels, the County reserves the right to
renegotiate funding amounts to remain within avaitabte revenue balances' The county wil'l
notifythe contractor immediate[y if financiatforecasting or actuats indicate such a
circumstance'
Ail.funds must be spent byJune 3O'h,2026. No extension of the funding period wil't be
granted.
Reimbursement Procedures
A. The Contractor shatt submit invoices for services due once a month' which shatt be
emaited to Katie odiaga, Kittitas county Pubtic Heal'th Department' at
:.1, .l r,'.: t 1. 1 :': -: ":'-''
B. ALt invoices must be submitted bythe tast dayof the month fol'towingthe catendar
month in which services were detivered'
C. The contactor must provide adequate backup documentation to support costs in
each invoice. This inctudes a generat tedger from the financial' accounting system
detaiting transactions and expenditure dates for a(towabte activities within the
period of performance. PayrotL expenses must show empLoyee names' hourly rate'
number of hours, total pay, and project code. Benefits can be one tine item but
shoul,d inctude project code. Non-payrotl expenses must inctude a copy of the
receipt or payment invoice. Payments to subcontractors must be [isted as a
specific tine item per subcontractor'
D.Artinvoicesrnustinctudeinvoicedateandaninvoicenumber.
Kittitas County Professionat Services Agreement
Page 16 ot 20
E. Att invoices must also be accompanied by an updated Contractor Spending Form'
as provided by Kittitas county, to ensure that bitl'ing record keeping matches
CountY records.
F. Fail.ure to submit required monthty detiverabte repofts as outlined in Exhibit A:
ScopeofWorkmayresul,tindel'ayedreimbursementpaymentsordenialof
invoices.
G. Kittitas County is not tiabte for services provided untess the invoice is received on
time or prior arran$ements are agreed to in writing signed by the county'
H. ln no event snaft plyments under this agreement totaL more than $ZS0'000'
Kittitas Cou nty Professio nat Services Agreeme nt
Page 17 al 2A
The contractor shalt secure and maintain in effect at att times during performance of the
work such insurance as witt protect contractor, its support and the Additionat lnsured's
from ail. claims, tosses, harm, costs, tiabitities, damages and expenses arising out of
personaI injury (inctuding death) or property damage that may resutt from performance of
the work or this Agreement, whether such performance is by contractor or any of its
Support.
Att insurance shat[ 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 recentl'y pubtished
edition of Best,s Reports unless otherwise approved by the county. lf an insurer is not
admitted, al.l. insurance poticies and procedures for issuing the insurance poticies must
compl,y with Chapt er 48.15 RCW and 284-15 WAC'
The Contractor shaLt provide proof of insurance for:
EXHtBlr"p:'
PROOF OF INSURANCE
-
' Coverage timits not less than:
. $1,000,000 per occurrence per project
r $2,000,000 generat aggregate
. $1,000,000 products & completed operations aggregate
. $1,000,000 personat and advertising injury' each offense
I Certificate Holder - Kittitas County
.TheCertificatemustnametheCountyasadditionalinsuredas
defined in the Agreement
rSixtV(60)dayswrittennoticetotheCountyofcanceltation
of the insurance PoLicY'
Stpp GaplEm PtoyerF, Liabitity'
. Coverage timits not less than:
. $t,000,000 each accident
. $1,000,000 disease - PoticY I'imit
. $1,000,000 disease - each emPtoYee
rThiftY(30)dayswrittennoticetothecountyofcancellation
of the insurance Pol'icY'
3) eommereiqtAutomobite LiabiLity lnsura'nce'
1)
Kittitas Co unty Professional Services Agre€ment
Page18ot20
2)
Automobile Liabil'ity for owned' non-owned' hired' and Leased
vehicles, with an MCS 90 endorsement and a CA 9946 endorsement
attached if 'pol"tutants' are to be transported'
Coverage timits not Less than:
. $1,000,000 combined singte timit
Thirty (30) days written notice to the County of cance[tation
of the insurance PolicY'
NOTE: No contraCt shatl, form until. and untess a copy of the certificate of lnsurance with
Endorsement,properlycomptetedandintheamountrequired,isattachedhereto'
4) workars'comeen4'mpensation
in amounts required by Law'
contractor shal.l furnish the county a certificate of lnsurance with Endorsement as
evidencethat policies providing lnsuru*" required bythis Agreement are in futtforce and
effect. Contractor hereby waives att righis of recourse' inctuJing any right to which another
maybesubrogated,againstKittitasco,ntvto'personalinjury,inctudingdeath,and
property damage. contractor's insurancepoticies required above shatL be primary
insurance and shal.[ be non-contributing with any other insurance maintained by Kittitas
CountY.
The contractor shal.l. assume tutt responsibiLity for all loss or damage f rom any cause
whatsoever to anytoots, contractor's employle-owned tools, machinery' equipment' or
motorvehictesownedorrentedbytheContractor,ortheContractor'Sagents,supptiersor
contractors as well as to any temporary structures' scaffotding and protective fences-
The contractor shatl, have sote responsibil'ity for ensuring the insurance coverage and
timits required are obtained by subcontractors'
I
Kittitas County Pro{essionat Services Agreement
Page 19 of 20
EXHIBIT "D"
REPORTING
contractor shal,l, provide quarterty and annuat progress reports using the template
provided bYthe CountY.
Reports wil.t be submitted to the cLerk of the HomeLessness and Affordabte Housing
Committee (lieatqiranCnLimafrs3r'';ic9s@Co i(iltiias'wa'Lis) by the tast day of the month
fotl.owing the quarter in which services were delivered'
The county retains the right to request cl'arification or additionat information of the
appl,icantasneededtoassessprojectprogressand/orappropriateuseoffunds.
Fai[ure to submit the required reports may resu[t in detayed reimbursement payments'
deniat of invoices, or contract termination'
Kittita s Cou nty Professional Se rvices Agree ment
Page20 oI 20