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HomeMy WebLinkAboutAFS beteween KC and KC Jail0 Today's Date: Fund/Department: Kittitas County Public Health Contract/Agreement Review Form 07/01 /26 116-Public Health ent Information Contract/Agreement Agency: Kittitas County Jail Legal Request #: 12589 Agenda Date: Contract/Agreement Title: AFS between Kittitas County and Kittitas County Jail Begin Date: 07/01/26 End Date: 06/30/27 Kittitas County /% Public Health Department Total $ Amount: $98,635.00 I I Contract/Agreement #: PHMH26-007 Contract/Agreement Summary: This agreement allows the Kittitas County Jail to utilize the 2026 one-time Opioid Abatement Strategies funding to provide medication for opiod use disorder program for individuals incarcerated in Kittitas County. Kittitas County Prosecutor and Auditor Review and Comment: APPROVED AS TO FORM: Signature of Prosecutor's Office Signature of Auditor's Office Budget Information Revenue Code(s): 104-369.40 Expense Code(s): PH7600-102/4101 ❑� Agency is not suspended/disbarred Pass Throueh Information Agency to Pass Through Amount to Pass Through Sub -Contract Approved Date: INot Checked (reason) Expense Code: Date Date �j� I ADMIN Version: 0I Supersedes: 0 1 Date Adopted: 12/01/2024 1 Modified By: Katie Odiaga Approval By: Chelsey Loeffers 7/7/26, 9:27 AM SAM.gov Entity Information KITTITAS, COUNTY OF Active Registration Unique Entity ID CAGE/NCAGE Expiration Date WQ23XPBSAU44 3WKM3 Sep 4, 2026 Physical Address Mailing Address 205 W 5TH AVE STE 108 205 West 5TH - Suite 105 Ellensburg, Washington Ellensburg, Washington 98926-2887, United States 98926-2891, United States Purpose of Registration All Awards Version Current Record BU&NESS INFORMATION Doing Business As URL Registration Dates (blank) www.co.kittitas.wa.0 s Division Name Division Number Activation Date County Of Kittitas (blank) Sep 8, 2025 Congressional State/Country of Submission District Incorporation Date Washington 08 (blank), (blank) Sep 4, 2025 Initial Registration Owner CAGE Legal Business Date Name Jun 4, 2004 Immediate (blank) (blank) Owner Highest Level (blank)(blank) Entity Dates Owner https://sam.gov/entities/viewMQ23XPBSAU44/coreData?status=Active&emrKeyValue=l 069231-1757011569178158&reg Id=l 6372144 1 /3 7/7126, 9:27 AM SAM.gov Entity Start Date Nov 28, 1883 Fiscal Year End Close Date Dec 31 Executive Compensation 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. In your business or organization's preceding completed fiscal year, did your business or organization (the legal entity to which this specific SAM record, represented by a Unique Entity ID, belongs) receive both of the following: 1. 80 percent or more of your annual gross revenues in U.S. federal contracts, subcontracts, loans, grants, subgrants, and/or cooperative agreements and 2. $25,000,000 or more in annual gross revenues from U.S. federal contracts, subcontracts, loans, grants, subgrants, and/or cooperative agreements? No Does the public have access to information about the compensation of the senior executives in your business or organization (the legal entity to which this specific SAM record, represented by a Unique Entity ID, belongs) through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986? Not Selected SAM SEARCH AUTHORIZATION I authorize my entity's non -sensitive information to be displayed in SAM public search results: a Yes ENTITY TYPES Business Types https://sam.gov/entities/viewfWQ23XPBSAU44/coreData?status=Active&emrKeyValue=l 069231--1757011569178158&regld=16372144 2/3 7/7/26, 9:27 AM SAM.gov Entity Structure U.S. Government Entity Entity Type US Local Government Profit Structure (blank) Organization (blank) Factors Government Types U.S. Local Government, County Other Government Entities 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. Planning Commission, Airport Authority, Council of Governments https://sam.gov/entities/viewMQ23XPBSAU44/coreData?status=Active&emrKeyValue=l 069231-1757011569178158&reg Id=l 6372144 3/3 KITTITAS COUNTY AGREEMENT FOR SERVICES PHMH26-007 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 Kittitas County Jail (hereinafter "Contractor"). The purpose of this Agreement is as follows: Utilize the 2026 One -Time Opioid Abatement Strategies funding to provide medication for opioid use disorder program for individuals incarcerated in Kittitas County. The term of this Agreement shall be July 1, 2026, through June 30, 2027, unless the Agreement is terminated early or its term is extended as provided herein. The parties' addresses and points of contact for the administration of this Agreement are as follows: COUNTY Kittitas County Public Health 507 N Nanum Street Ste 102 Ellensburg, WA 98926 Kasey Knutson Human Services Manager Human Services Kasey.knutson@co.kittitas.wa.us 509-962-7515 roNTRAf TnR Kittitas County Jail 205 W 5th Ave Ste 1 Ellensburg, WA 98926 Ed Buntin Jail Administrative Lieutenant Edward.buntin_r, co.kittitas.wa.us 509-962-7527 This Agreement includes the following, which are attached hereto and hereby incorporated by this reference: Attachment "A": Scope of Work Attachment "B": Compensation Attachment "C": Insurance Requirements Attachment "D": General Terms and Conditions Attachment "E": W-9 (Contractor must complete and return to the County for payment) Kittitas County Agreement for Services (rev. 5/14/25) Page 1 of 19 IN WITNESS WHEREOF, this Agreement has been executed by and on behalf of the parties through their authorized representatives, effective as of the latest date written below. KITTITAS COUNTY BOARD OF COUNTY COMMISSIONERS Cory Wright, Chair Brett Wachsmith, Vice -Chair Laura Osiadacz, Commissioner Date: Attest: Clerk of the Board ❑ Julie Kjorsvik ❑ Mandy Buchholz Kittitas County Agreement for Services (rev. 5/14/25) Page 2 of 19 CONTRACTOR 64'9' 7--" t-7 Signat e Q�an MSS Printed Name Title Date: A ` I d a ATTACHMENT "A" SCOPE OF WORK Subcontract with CompassDirect Healthcare o Medications for Opioid Use Disorder (MOUD) programming prescriber • Management and overhead of the MOUD programming staff o Nursing staff time Contractor will refer to their approved proposal documents submitted through the funding request process for additional scope of work detail. Any service provider offering transportation must ensure that drivers hold valid driver's licenses and have a background screening completed to include a driving abstract in order to safely perform the services. Kittitas County Agreement for Services (rev. 5/14/25) Page 3 of 19 ATTACHMENT "B" COMPENSATION THE COUNTY WILL NOT PROCESS PAYMENT FOR SERVICES RENDERED UNDER THIS AGREEMENT UNTIL CONTRACTOR SUBMITS A COMPLETED W-9 (SEE ATTACHMENT "E") As full compensation for satisfactory performance of the work described in Attachment "A", and within thirty (30) days of receiving Contractor's itemized invoice, the County shall pay Contractor the following amount(s) plus any applicable taxes as detailed in Contractor's invoice: $ 98,635. Contractor will refer to their approved budget document submitted through the funding request process for line -item expenses. Any changes or updates to the budget must be approved by Kittitas County through the appointed contract manager in advance of the expenditure, in writing. Unless otherwise provided herein, Contractor shall be solely responsible for Contractor's travel and related expenses. Any uses of these funds outside of the listed allowable uses must be approved by Kittitas County in advance of the expenditure, in writing. All funds must be spent by June 30, 2027. No extension of the funding period will be granted. Reimbursement Procedures A. The Contractor shall submit invoices for services due once a month, which shall be emailed to Katie Odiaga, Kittitas County Public Health Department, at katie.odia a co.kittitas.wa.us. B. All invoices must be submitted by the Last day of the month following the calendar month in which services were delivered. C. The Contractor must provide adequate backup documentation to support costs in each invoice. This includes a general ledger from the financial accounting system detailing transactions and expenditure dates for allowable activities within the period of performance. Payroll expenses must show employee names, hourly rate, number of hours, total pay, and project code. Benefits can be one line item but should include project code. Non -payroll expenses must include a copy of the receipt or payment invoice. Payments to subcontractors must be listed as a specific line item per subcontractor. D. All invoices must include invoice date and an invoice number. E. All invoices must also be accompanied by an updated Contractor Spending Form, as provided by Kittitas County, to ensure that billing record keeping matches County records. F. Failure to submit required monthly deliverable reports as outlined in 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. In no event shall payments under this agreement total more than $98,635. Kittitas County Agreement for Services (rev. 5/14/25) Page 4 of 19 ATTACHMENT "C" INSURANCE REQUIREMENTS Contractor shall secure and maintain in effect at all times during performance of work under this Agreement such insurance as will protect Contractor, its employees, and agents from all claims, losses, harm, costs, liabilities, damages and expenses arising out of Contractor's performance under this Agreement, including but not limited to personal injury (including death) or property damage. All insurance shall be issued by companies admitted to do business in the State of Washington and have a rating of A-, Class VII or better in the most recently published edition of Best's Reports unless otherwise approved by the County. If an insurer is not admitted, all insurance policies and procedures for issuing the insurance policies must comply with Chapter 48.15 RCW and 284-15 WAC. At a minimum, Contractor shall maintain and provide proof of the following selected options: © Commercial General Liabilitv Insurance • Coverage limits not less than: ■ $1,000,000 per occurrence, for all covered losses ■ $2,000,000 general aggregate • $1,000,000 products & completed operations aggregate ■ $1,000,000 personal and advertising injury, each offense • The policy must be endorsed to include the County and its officials, employees and agents as additional insureds. I] Commercial Automobile Liability insurance • Automobile Liability for owned, non -owned, hired, and leased vehicles, with an MCS 90 endorsement and a CA 9948 endorsement attached if 'pollutants' are to be transported. • Coverage limits not less than: $1,000,000 combined single limit ❑ Excess or Umbrella Liabilit • Contractor shall provide Excess or Umbrella Liability coverage of $5,000,000. This Excess or Umbrella Liability coverage shall apply, at a minimum, to both the Commercial General and Automobile Insurance policy coverages. If used to meet limit requirements, coverage must be at least as broad as specified for underlying coverages, and must cover those insured in the underlying policies. ■ This requirement may alternatively be satisfied through Contractor's primary Commercial General and Automobile Liability coverage, or any combination thereof. ■ The policy must be endorsed to include the County and its officials, employees and agents as additional insureds. • Coverage shall be "pay on behalf", with defense costs payable in addition to policy limits. • There shall be no cross liability exclusion precluding coverage for claims or suits by one insured against another. X, Workers' Compensation & Employer's Liability Contractor shall provide Workers Compensation and Employer's Liability insurance on a state -approved policy form providing benefits as required by law with employer's liability limits no less than $1,000,000 per accident or disease. Kittitas County Agreement for Services (rev. 5/14/25) Page 5 of 19 ❑ Professional LiabiIit Errors and Omissions Liabili ■ Coverage limits not less than: ■ $1,000,000 each claim • Contractor must provide evidence of this coverage on a policy form appropriate to Contractor's profession. Contractor shall furnish to the County a Certificate of Insurance, with endorsement where required above, as evidence that policies providing insurance required by this Agreement are in full force and effect. Contractor's insurance policies required above must apply on a primary non-contributing basis in relation to any other insurance or self-insurance available to the County. Contractor agrees to provide notice to the County at least thirty (30) days prior to cancellation, or any material alteration or non -renewal, of any of the above -required insurance coverages. Contractor shall assume full responsibility for all loss or damage from any cause whatsoever to any tools, machinery, equipment, or motor vehicles owned or utilized by Contractor, or Contractor's agents, employees, suppliers or contractors, as well as to any temporary structures, scaffolding and/or protective fences. Contractor shall have sole responsibility for ensuring the insurance coverage and limits required herein are also obtained by any subcontractors. NOTE: Notwithstanding any other provision(s) of this Agreement, no contract shall form under this Agreement until and unless the following are provided to the County: (1) a copy of the Certificate(s) of Insurance with all required endorsements, properly completed and in the amounts required, and (2) where requested bythe County, a copy of the required insurance policies, including all required endorsements. Kittitas County Agreement for Services (rev. 5/14/25) Page 6 of 19 ATTACHMENT "D" GENERAL TERMS AND CONDITIONS 1. Scope of Contractor's Services: Contractor agrees to provide to the County services as set forth in Attachment "A". No materials, labor, or facilities will be furnished by the County, unless otherwise provided herein. All work performed under this Agreement shall comply with applicable laws and regulations. 2. Accounting and Pa ment: Compensation to Contractor for services rendered under this Agreement shall be as set forth in Attachment "B". Where Attachment "B" requires payment(s) by the County, payment shall be based upon billings, supported unless provided otherwise in Attachment "B", by documentation of units of work actually performed and amounts earned, including, where appropriate, the total number of hours for the month and the total dollar payment requested. Unless specifically stated in Attachment "B", the County will not reimburse Contractor for any costs or expenses incurred by Contractor in performance of this Agreement. Where required, the County shall, upon receipt of appropriate documentation, compensate Contractor, no more often than monthly, through the County voucher system, for Contractor's services pursuant to the fee schedule set forth in Attachment "B". In the event Contractor fails to perform any of its obligations under this Agreement within the time specified herein, then the County may withhold all monies due and payable to Contractor until such failure to perform is cured or otherwise adjudicated. The County will not process payment for services rendered under this Agreement until Contractor submits a completed W-9 (See Attachment "E"). 3. Taxes: Contractor understands and acknowledges that the County will not withhold Federal or State income taxes from payments made to Contractor. Where required by State or Federal law, Contractor authorizes the County to make withholding for any taxes other than income taxes (e.g., Medicare). All compensation received by Contractor will be reported to the Internal Revenue Service at the end of the calendar year in accordance with applicable IRS regulations. It is the responsibility of Contractor to make its necessary estimated tax payments throughout the year, if any, and Contractor is solely liable for any tax obligation arising from Contractor's performance of this Agreement. The County will pay sales and use taxes imposed on goods or services acquired hereunder as required by law. Contractor must pay all other taxes, including but not limited to: business and occupation tax; or taxes based on (1) Contractor's gross or net income, or (2) personal property to which the County does not hold title. The County is exempt from federal excise tax. 4. Independent Contractor: Contractor's services shall be furnished by Contractor as an independent contractor, and nothing stated herein shall be construed to create a relationship of employer -employee or a guarantee of future employment. Contractor acknowledges that its entire compensation under this Agreement is specified in Attachment "B", and that Contractor is not entitled to any County benefits, including but not limited to: vacation pay, holiday pay, sick leave pay, medical, dental, or other insurance benefits, or any other rights or privileges afforded to Kittitas County employees. 5. Assignment and Subcontractin : and Subcontracting: No portion of this Agreement may be assigned or subcontracted to any other individual, firm or entity without the express and prior written approval of the County. The Contractor may only subcontract work contemplated under this agreement if it obtains the prior written approval of the County. If the County approves subcontracting, the Contractor shall maintain written procedures related to subcontracting, as well as copies of all subcontracts and records related to subcontracts. For cause, the County in writing may require the Contractor to amend its subcontracting procedures as they relate 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 Kittitas County Agreement for Services (rev. 5/14/25) Page 7 of 19 comply with any applicable term or condition of this agreement. The Contractor shall appropriately monitor the activities of the Subcontractor to assure fiscal conditions of this agreement. In no event shall the existence of a subcontract operate to release or reduce the liability of the Contractor to the County for any breach in the performance of the Subcontractor's duties. Every subcontract shall include a term that County is not liable for claims or damages arising from a Subcontractor's performance of the subcontract. 6. Right to Review; Maintenance of Records: This Agreement is subject to review by any Federal or State auditor. The County or its designee shall have the right to review and monitor the financial and service components of the work performed under this Agreement by whatever means are deemed expedient by the County. Such review may occur with or without notice, and may include, without limitation, on -site inspection, inspection of all records or other materials which the County deems pertinent, and any and all communications with or evaluation by service recipients under this Agreement. Contractor shall preserve and maintain all records relating to this Agreement for six (6) years after termination or expiration of the Agreement, and upon request shall make them available for review by any Federal or State auditor, the County, and/or any persons authorized by the County. 7. Modification 7.1. This Agreement may be amended by mutual agreement of the parties. Any such amendment shall be in writing and signed by both parties. 7.2 The County may unilaterally amend this Agreement at any time by written notice ("Change Notice") to Contractor, to modify the work to be performed under this Agreement, within the general scope of the Agreement. Such changes may include, but are not limited to, changes in the exact scope of work to be performed (including modification, substitution, addition, or deletion of required tasks) and changes to the schedule of performance. If any such Change Notice causes an increase or decrease to Contractor's cost of, or the time required for, performance of the work, an equitable adjustment in the compensation to Contractor and/or in the schedule for the performance of the work shall be made by the County to reflect such an increase or decrease. Notwithstanding any dispute or delay in arriving at a mutually acceptable equitable adjustment, Contractor shall proceed in accordance with all Change Notices. Within thirty (30) days after receipt of any Change Notice which, in Contractor's opinion, lacks an adequate adjustment, Contractor must submit to the County a written statement requesting a modified adjustment; otherwise, Contractor will forfeit its right to any such modified adjustment. The County retains the final right to determine adjustments hereunder. 8. Termination 8.1 This Agreement may be terminated at any time by mutual written agreement of the parties. 8.2 The County, by giving written notice, may terminate this Agreement at any time without cause and without further obligation to Contractor except for payment due for deliverables provided and/or services performed prior to the effective date of termination. An equitable adjustment in the contracted price for partially completed tasks will be made by the County, but such adjustment shall not include compensation for loss of anticipated profit on uncompleted work. 8.3 If Contractor defaults by failing to perform any of its obligations under this Agreement, or becomes insolvent, is declared bankrupt or commits any act of bankruptcy or insolvency, or makes an assignment for the benefit of creditors, the County may, by written notice to Contractor, terminate the Agreement, and at the County's option, obtain performance of the work elsewhere. If the Agreement is terminated under this paragraph, Contractor shall not be entitled to receive any further payments under this Agreement until all of its obligations hereunder have been fully performed, and any extra cost or damage to the County shall be deducted Kittitas County Agreement for Services (rev. 5/14/25) Page 8 of 19 from any money due or coming due to Contractor. Furthermore, in the event of termination under this paragraph, Contractor shall bear the costs of any extra expenses incurred by the County in completing the work, and all damages sustained, or which may be sustained, by the County. 8.4 Termination of this Agreement by any means provided herein shall not excuse any party's performance of its obligations hereunder through the effective date of termination, except that the County shall not be obligated to pay for services that have not been performed or deliverables that have not been provided. 9. Indemnification 9.1 To the fullest extent permitted by law, Contractor agrees to indemnify, defend and hold the County and its departments, elected and appointed officials, employees, agents and volunteers, harmless from and against any and all claims, damages, losses and expenses, including but not limited to court costs, attorney's fees and alternative dispute resolution costs, for any personal or bodily injury, sickness, disease or death, for any damage to or destruction of any property (including the loss of use resulting therefrom), and for any other claims, damages, losses, and expenses sustained by the County, which (1) are caused in whole or in part by any act or omission, negligent or otherwise, of Contractor, its employees, agents or volunteers, or Contractor's subcontractors, their employees, agents or volunteers; or (2) are directly or indirectly arising out of, resulting from, or otherwise connected with the performance of this Agreement; or (3) are based upon Contractor's or its subcontractors' use of, presence upon or proximity to the property of the County. This indemnification obligation of Contractor shall not apply in the limited circumstance where the claim, damage, loss or expense is caused by the sole negligence of the County. This indemnification obligation of Contractor shall not be limited in any way by the Washington State Industrial Insurance Act, RCW Title 51, or by application of any other workmen's compensation act, disability benefit act or other employee benefit act, and Contractor hereby expressly waives any immunity afforded by such acts. The foregoing indemnification obligations of Contractor are a material inducement to the County to enter into this Agreement, are reflected in Contractor's compensation, and have been mutually negotiated by the parties. 9.2 The County reserves the right, but not the obligation, to participate in the defense of any claim for damages, losses or expenses, and such participation shall not constitute a waiver of Contractor's indemnity obligations contained in any section of this Agreement. 9.3 In the event Contractor enters into subcontracts to the extent allowed under this Agreement, each such subcontractor shall indemnify the County on a basis equal to or exceeding Contractor's indemnity obligations to the County. 10. Venue and Choice of Law: In the event that any litigation should arise concerning this Agreement, the venue for such action shall be in the Superior Court of the State of Washington in and for the County of Kittitas. This Agreement shall be governed by the laws of the State of Washington. 11. Non-Appropriationof Funds: If the County does not appropriate sufficient funding for this Agreement for any future fiscal period, the County will not be obligated to make payments for services performed after the end of the last fiscal period for which sufficient funding was appropriated. No penalty or expense shall accrue to the County in the event this provision applies. 12. Contractor Commitments Warranties and Representations: Contractor represents and warrants as follows: Kittitas County Agreement for Services (rev. 5/14/25) Page 9 of 19 12.1 Contractor is duly incorporated, validly existing and in good standing under the laws of the State of Washington, and has all requisite corporate power and authority to enter into and to perform its obligations under this Agreement. 12.2 Contractor has the authority to execute this Agreement, to make the representations and warranties set forth herein, and to perform its obligations hereunder. 12.3 This Agreement has been validly executed by an authorized representative of Contractor and constitutes a valid and legally binding and enforceable obligation of Contractor. 12.4 Contractor holds, or will obtain prior to commencing work under this Agreement, such licenses, permits and other authorizations from federal, state and local governmental authorities, or from any applicable industrial or professional certification or licensing bodies, as are necessary for the lawful performance of its obligations under this Agreement, and will maintain such throughout the term of this Agreement. 12.5 Contractor is not in violation of any applicable law, ordinance or regulation the consequence of which will or may materially affect Contractor's ability to perform its obligations under this Agreement. Contractor is not subject to any order or judgment of any court, tribunal or governmental agency which materially and adversely affects its operations or assets in the State of Washington, or its ability to perform its obligations under this Agreement. 12.6 Contractor is not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from covered transactions by any Federal or State department or agency. 12.7 None of the representations or warranties in this Agreement, and none of the documents, statements, certificates or schedules furnished by Contractor in connection with the performance of the obligations contemplated under this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit a material fact necessary to make the statements of fact contained therein not misleading. 13. Ownership of Items Produced: All writings, programs, data, reports, films, recordings, or other materials prepared by Contractor and/or its consultants or subcontractors, in connection with the performance of this Agreement, shall be the sole and absolute property of the County. The County will have all rights of ownership therein, including but not limited to the right to use, copyright, trademark, and/or patent, and the ability to transfer any or all ownership rights. 14. Intellectual Property Infrin ement: Contractor will defend and indemnify the County from any claimed action, cause or demand brought against the County, to the extent such action is based on the claim that information and/or materials supplied by Contractor infringe any intellectual property rights of any third party(ies). Contractor will pay all costs and damages attributable to any such claims finally awarded against the County in any action. Such defense and payments are conditioned upon the following: (1) Contractor shall be notified promptly in writing by the County of any notice of such claim; and (2) Contractor shall have the right hereunder, at its option and expense, to obtain for the County the right to continue using the information and/or materials that are the subject of such claim, provided no reduction in performance or loss results to the County. 15. Use of County Name and Loga: Contractor may not use the County's name, logo(s), trademark(s), or other identifying information, or identify the County as a current or former client, on its website or in any marketing or promotional materials without the prior written consent of the County. 16. Disputes: Any dispute between the parties arising under or relating to this Agreement shall be resolved informally if possible. However, in the event such a dispute cannot be so resolved, it shall be adjudicated Kittitas County Agreement for Services (rev. 5/14/25) Page 10 of 19 by a dispute board ("Dispute Board") in the following manner: Each party shall appoint one member to the Dispute Board, the members so appointed shall jointly appoint an additional member to the Dispute Board, and the Dispute Board will evaluate the facts, Agreement terms, and all applicable statutes and rules, and make a determination as to the proper resolution of the dispute. Such determination shall be final and binding on both parties. The cost of resolution will be borne as allocated by the Dispute Board. Alternatively, if agreed to in writing by both parties, the parties may forego the option of establishing a Dispute Board to adjudicate the dispute, and instead pursue arbitration, jointly selecting an arbitrator acceptable to both parties. In the event the parties choose to pursue arbitration, the parties agree that: (1) the fees and expenses of the arbitrator shall be shared equally by both parties to this Agreement, (2) each party shall bear its own costs and attorney fees, (3) arbitration shall be conducted according to the commercial arbitration procedures of the American Arbitration Association, and (4) the arbitrator's decision or award shall be final and binding on both parties. 17. Confidentiality: Contractor, its employees, agents and volunteers, and any of Contractor's subcontractors and their employees, agents and volunteers, shall maintain the confidentiality of all information provided by the County or acquired by Contractor in performance of this Agreement, except upon the prior written consent of the Kittitas County Prosecuting Attorney or an order entered by a court after having acquired jurisdiction over the County. Contractor shall immediately provide the County notice of any judicial proceedings seeking disclosure of such information. Contractor agrees to indemnify, defend and hold harmless the County and its departments, elected and appointed officials, employees, agents and volunteers from all loss or expense, including but not limited to settlements, judgments, setoffs, attorneys' fees and costs resulting from Contractor's breach of this provision. Notwithstanding the foregoing, and to the extent that any information obtained by the Contractor hereunder is required to be shared with others by the explicit terms of the Scope of Work, this provision shall not be construed as prohibiting such sharing, provided there are no applicable laws or regulations prohibiting same. 18. Notices: Written notices required or permitted to be provided by one party to the other party under this Agreement may be provided by personal delivery, legal courier service, or certified mail, postage prepaid and return receipt requested. Notice may be provided by regular first class mail if simultaneous notice is provided by email. Notices given by Contractor shall be provided to the County's point of contact listed on page 1 of this Agreement, at the address there listed, and to the department head of the county department for which services under this Agreement are rendered. Notices given by the County shall be provided to Contractor at Contractor's address listed on page 1 of this Agreement. 19. Pre►railine Wage: Where labor to be performed under this Agreement is considered "public work" as defined in RCW 39.04.010, Contractor shall pay the prevailing rate of wages to all workers, laborers, or mechanics employed in the performance of work under this Agreement in accordance with RCW 39.12 and the rules and regulations of the Washington State Department of Labor and Industries. The schedule of prevailing wage rates for the applicable locality or localities is determined by the Industrial Statistician of the Department of Labor and Industries. It is Contractor's responsibility to verify the applicable prevailing wage rate. It is understood that Contractor is responsible for obtaining and completing all required government forms relating to prevailing wage and submitting same to the proper authorities. Disputes regarding prevailing wage rates shall be referred for arbitration to the Director of the Department of Labor and Industries. The arbitration decision shall be final and conclusive and binding on all parties involved in the dispute as provided for in RCW 39.12.060. 20. Standard of Care: Contractor shall perform its duties hereunder in a manner consistent with that degree of care and skill ordinarily exercised by members of the same profession or industry as Contractor currently practicing or working under similar circumstances. Contractor shall, without additional compensation, correct any of its services not meeting such a standard. 21. Nondiscrimination Kittitas County Agreement for Services (rev. 5/14/25) Page 11 of 19 21.1 In the performance of this Agreement, Contractor will not discriminate against any employee or applicant for employment on the grounds of age, race, creed, color, national origin, citizenship or immigration status, sex, sexual orientation, marital status, honorably discharged veteran or military status, or the presence of any sensory, mental or physical disability or the use of a trained dog guide or service animal by a person with a disability; provided that the prohibition against discrimination because of such disability shall not apply if the particular disability prevents the proper performance of the particular worker involved. Contractor shall ensure that applicants are employed, and that employees are treated during employment, without discrimination because of their age, race, creed, color, national origin, citizenship or immigration status, sex, sexual orientation, marital status, honorably discharged veteran or military status, or the presence of any sensory, mental or physical disability or the use of a trained dog guide or service animal by a person with a disability. Such requirements apply, without limitation, to the following: employment, promotion, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and programs for training, including apprenticeships. Contractor shall take such action with respect to this Agreement as may be required to ensure full compliance with local, state and federal laws prohibiting discrimination in employment. 21.2 Contractor will not discriminate against any recipient of any services or benefits provided for under this Agreement on the grounds of age, race, creed, color, national origin, citizenship or immigration status, sex, sexual orientation, marital status, honorably discharged veteran or military status, or the presence of any sensory, mental or physical disability or the use of a trained dog guide or service animal by a person with a disability. 21.3 If any assignment and/or subcontracting has been authorized by the County, said assignment or subcontract shall include appropriate safeguards against discrimination. 22. Waiver: The waiver of any default or breach of this Agreement, or the failure of a party to enforce any provision hereof or to exercise any right or privilege hereunder, shall not be deemed to waive any prior or subsequent default or breach, the enforcement of any provision hereof, or the exercise of any right or privilege hereunder, unless otherwise stated in a writing, signed by the parties hereto. 23. Headings: The headings of sections and paragraphs of this Agreement are for convenience of reference only and are not intended to restrict, affect, or be of any weight in the interpretation or construction of the provisions of such sections or paragraphs. 24. Survival: The provisions of paragraphs 2, 3, 4, 6, 8, 9, 10, 13, 14, 15, 16, 17, 19, 20, 22, 24, and 28 of these General Terms and Conditions shall survive the completion, expiration, termination or cancellation of this Agreement for any reason. 25. Complete Agreement: This Agreement constitutes the entire agreement between the parties and supersedes any and all other agreements, understandings, negotiations and discussions, oral or written, express or implied, regarding the work to be performed hereunder. The parties agree that no other representations, inducements, promises, agreements, or warranties relating to this Agreement, oral or otherwise, have been made between the parties. Except as provided elsewhere in this Agreement, no modification or waiver of this Agreement shall be valid or binding unless in writing and signed by the parties. 26. Severability: If any term or condition of this Agreement or the application thereof to any person(s) or circumstances is held invalid, such invalidity shall not affect other terms, conditions or applications which can be given effect without the invalid term, condition or application. To this end, the terms and conditions of this Agreement are declared to be severable. Kittitas County Agreement for Services (rev. 5/14/25) Page 12 of 19 27. Time: Time is of the essence in the performance of this Agreement unless otherwise agreed between the parties in a signed writing. 28. Construction: This Agreement has been mutually reviewed and negotiated by the parties, and should not be construed against the drafter. 29. Agreement Not for Benefit of Third Parties: This Agreement is entered into solely for the benefit of the parties hereto and vests no rights in, nor is it enforceable by, any third parties. Kittitas County Agreement for Services (rev. 5/14/25) Page 13 of 19 ATTACHMENT "E" Form W=9 Request for Taxpayer Give form to the (Rev. March 2024) Identification Number and Certification requester. Do not Irtemzl Rof the Treasury Department Revenue Service Go to www.1mgovfFormW9 for instructions and the latest Information. send to the IRS. Before you begin. For gvidance related to the purpose of Form W-9, see "oso of Form, below. 1 Name of en*Andlvldual. An entry Is required. (For a sole proprietor or disregarded entity, enter the owners name on line 1, and enter the business/dlsregarded entity's name on line 2.) 2 Business name/disregarded entity name. it different from above. 3a Check the appropriate box for federal tax classiflcalion of the entity/nd,wdual whose name Is entered on line t ci„ cc % 4 Exemptions (codes opply only to only one of the following seven boxes. certain entitles, not individuals; a ❑ Individual/solo proprietor ❑ C corporation ❑ S corporation ❑ Partnership ❑ Trust/ostato see instructions on page 3): c at ❑ LLC. Enter the lax classification (C = C corporation, S = S corporation, P = Partnership) Exempt payee code (If any) a Note: Check the "LLC" box above and, In the entry spec*, enter the appropriate code (C, S, or P) for 1- • : r� u classification of the LLC, unless It Is a disregaMod entity. A dismgwrind ontdy should Instead check ti:r, a;i;:rnprlate Exemption from Foreign Account Tax o box for the tax classification of its owner. Compliance Act (FATCA) reporting ❑ Other (see Instructions) code ('rf any) a n Tres to accounts maintained (Applies 3b If on line 3a you checked "Partnership' or " rnrst/estate," or checked "LLC" and entered "P- as its tax dassficalion, and you are providing tt-rs for-* to a partnarship, trust, of estate in which you have an ownership interest, check instructions ❑ outside the United States.) this box If you have any "a partners, owners, or beneriGmnrs . See . . . . . . . . , 5 Address (number, street, and apt. or suite no.). See instructions. ster Reques name and address (optloneq m 1 11 e City, state, and ZIP code 7 List account number(s) here (optionaD Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a I aocmi secumy numoar resident allen, sole proprietor, or disregarded entity, see the Instructions for Part I, later. For other entitles, it is your employer identification number (EIN). If you do not have a number, see How to get a or TIN, later. Employer lderHlncatlan number Note: If the account is in more than one name, see the Instructions for line 1. See also What Name and Number To Give the Requester for guidelines on whose number to enter, Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and 2. 1 am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Intemal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all Interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and 3. 1 am a U.S. citizen or other U.S. person (defined below): and The FATCA code(s) entered on this form (f any) Indicating that I am exempt from FATCA reporting is correct. Certification Instructions. You must cross out item 2 above If you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement ORA), and, generally, payments other than interest and dividends, you are not required to sign the certtflcation, but you must provide your correct TIN. See the instructions for Part II, later. Sign Signature of Here U.S. person Date General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to www.irs.gov/FormW9, What's New Line 3a has been modified to clarify how a disregarded entity completes this line. An LLC that Is a disregarded entity should check the appropriate box for the tax classification of its owner. Otherwise, it should check the "LLC" box and enter its appropriate tax classification. Cat. No. 10231X Kittitas County Agreement for Services (rev. 5/14/25) Page 14 of 19 New line 3b has been added to this form. A flow -through entity is required to cam plete this Ilre to indicate that it has direct or indirect foreign partners, owners, or beneficiaries when It provides the Farm W-9 to another slow -through entity in which rt has an ownership interest. This change is intended to provide a flow -through entity with information regarding the status of its indirect foreign partners, owners, or beneficiaries, so that it can satisfy any applicable reporting requirements. For example. a partnership that has any indirect foreign partners may be required to complete Schedules K-2 and K-3. See the Pit rnership Instructions for Schedules K - 2 and K-3 (Forth 1065). Purpose of Form An lixilvldual or entity (Form W-9 requester) who Is required to file an infornatlon return with the IRS Is giving you this form because they Form W-9 (Rev. 3.2024) Form W-9 (Re v. 3-2024) Page 2 must obtain your correct taxpayer identification number (TIN), which may be your social security number (SSN). individual taxpayer identification number (iT1N), adoption taxpayer identification number (ATIM. or employer identification number (EIM• to report on an information return the amount paid to you. or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following. • Form ID99-INT (interest eamed or paid). • Form 1099-DIV (dividends, including those from stocks or mutual funds). • Form 1099-MISC (various types of income, prizes, awards, or gross proceeds). • Form 1099-NEC (nonemployee compensation). • Form 1099-B (stock or mutual fund sales and certain other transactions by brokers). • Form 1099-S (proceeds from real estate transactions). • Form 1099-K (merchant card and third -party network transactions). • Form 1098 (home mortgage interest), 1098-E (student loan interest), and 1098-T (tuition). • Form 1099-C (canceled debt). • Form 1099-A (acquisition or abandonment of secured property). Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN. Caution: If you don't return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup wilhfiolding, later. By signing the filled -out form, you: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued); 2. Certify that you are not subject to backup withholding; or 3. Claim exemption from backup withholding if you are a U.S. exempt payee; and 4. Certify to your non -foreign status for purposes of withholding under chapter 3 of a of the Code (if applicable); and 5. Certify that FATCA code(s) entered on this form (if any) tidicating That you are exempt from the FATCA reporting is correct. See Whaf Is FATCA Reporting. later, for further information. Note: If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester's form if it is substantially similar to this Form W-9. Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are: • An individual who is a U.S. citizen or U.S, resident alien; • A partnership, corporation. company. or association created or organized in the United States or under the laws of the United States. - An estate (other than a foreign estate); or • A domestic trust (as defined in Regulations section 301.7701-7). Establishing U.S, status for purposes of chapter 3 and chapter 4 withholding. Payments made to foreign persons, including certain distributions, allocations of income, or transfers of sales proceeds, may be subject to withholding under chapter 3 or chapter 4 of the Code (sections 1441-1474). Under those rules, 0 a Form W-9 or other certification of non foreign status has not been received, a withholding agent, trarisferee, or partnership fpayor) generally applies presumption rules that may require the payar to withhold applicable tax from the recipient, owner, transferor, or partner (payee). See Pub. $IS. Withholding of Tax on Nonresident Aliens and Foreign Entities_ The following persons must provide Form W-9 to the payor for purposes of estabkshing its non -foreign status. • In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the disregarded entity. • In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the grantor trust. • In the case of a U.S. trust (other than a grantor trust), the U.S. trust and not the beneficiaries of the Enlist. See Pub. 515 for more information on providing a Form W-9 or a certification of non -foreign status to avoid withholding. Kittitas County Agreement for Services (rev. 5/14/25) Page 15 of 19 Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has etected to be treated as a U.S. person (under Regulations section 1. 1441 -1 (b) (2)(iv) or other applicable section for chapter 3 or 4 purposes), do not use Form W-9. instead. use the appropriate Form W-8 or Form 8233 (see Pub_ 515), If you are a qualified foreign pension fund under Regulations section 1.897(f)- 1 (d), or a partnership that is wholly owned by qualified foreign pension funds, that is treated as a non -foreign person for purposes of section 1445 withholding, do not use Form W-9. Instead, use Form lit-SEXP (or other certification of non -foreign status). Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax Irepity to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a saving clause. Fxceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes. If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items. 1. The treaty country. Generally, this must be the same treaty undef which you claimed exemption from tax as a nonresident alien. 2. The treaty article addressing the income. 3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions. 4. The type and amount of income that qualifies for the exemption from tax. 5_ Sufficient facts to justify the exemption from tax under the terms of the treaty article. Example. Article 20 of Eire U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, Ibis student will became a resident alien for tax purposes if their stay in the United States exceeds 5 calendar years_ However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 3D, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of time United States. A Chinese student who qualifies for this exception (under paragraph 2 of The first Protocol) and is relying on this exception to claim an exemption from tax on their scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption. If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Forth W-8 or Form 8233. Backup Withholding What is backup withholding? Persons making certain payments to you must under certain ccriditions withhold and pay to the IRS 2496 of such payments. This is called "backup withholding.' Payments that may be subject to backup vrititholding include, but are not limited to. interest. tax-exempt interest, dividends, broker and barter exchange transactions• rents, royalties, non employee pay, payments made in settlement of payment card and third -party network transactions, and certain payments from fishing Moat operators. Real estate transactions are not subject to backup withholding. You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications• and report all your taxable interest and dividends on your tax return. Payments you receive will be subject to backup withholding if: 1. You do not furnish your TiN to the requester, 2. You do not certify your TIN when required (see the instructions for Part II for details); 3. The IRS tells the requester that you furnished an incorrect TIN; 4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends onty); or 5. You do not certify to the requester that you are not subject to backup withholding, as described in item a under 'By signing the ffled- ow form" above (for reportable interest and dividend accounts opened after 1983 only). Form W-9IAev. 3-2024) Page 3 Certain payees and payments are exempt from backup withholding. See Exempt payee code. Eater, and the separate Instructions for the Requester of Form W-9 for more information. See also Estah)ishing U.S. status for purposes of chapter 3 and chapter d withholding. earlier. What Is FATCA Reporting? The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all U.S. account holders that are specified U.S. persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporftin4 code. later. and the Instructions for the Requester of Form W-9 for more information. Updating Your Information You must provide updated infomtation to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects 10 be an S corporation. or if you are no longer tax exempt In addition, you must fumish a new Form W-9 if the name or TIN changes for the account, for example, if the grantor of a grantor trust dies_ Penalties Failure to furnish TIN. If you fail to fumish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty. Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties. Specific Instructions Line 1 You must enter one of the following on this line; do not leave this line blank. The name should match the name on your tax return. If this Form W-9 is for a joint account (other than an account maintained by a foreign financial institution (FFI)), fist first, and then circle, the name of the person or entity whose number you entered in Part I of Form W-9. If you are providing Form W-9 to an FFI to document a joint account, each holder of the account that is a U.S. person must provide a Form W-9. • Individual. Generally, enter the name shown on your tax return. If you have changed your last name without informing the Social Security Administration (SSA) of the name change, enter your first name. the last riame as shorn on your social security card, and your new last name. Note for MN applicant Enter your individual name as it was entered on your Form W-7 application, line 1 a. This should also be the same as the name you entered on the Form 1040 you filed with your application. • Sole proprietor. Enter your individual name as shown on your Form 1040 on line 1. Enter your business, trade, or "doing business as- 1O13A) name on line 2. • Partnership, C corporation, S corporation, or LLC, other than a disregarded entity. Enter the en3rly's name as shown on the entity's tax return on line 1 and any business, trade, or DBA name on line 2. • Other entities. Enter your name as shown on required U.S. federal tax documents on line 1. This name should match the name shown on the charter or other legal document creating the entity. Enter any business, trade, or DBA name on line 2. • Disregarded entity. In general, a business entity that has a single owner, including an LLC, and is not a corporation, is disregarded as an entity separate from its owner (a disregarded entity). See Regulations section 301.7701.2(cX2). A disregarded entity should check the appropriate box for the tax classification of its owner. Enter the owner's name on line 1. The name of the owner entered on line 1 should never be a disregarded entity. The name an line 1 should be the name shown on the income tax retum on which the income should be reported. For Kittitas County Agreement for Services (rev. 5/14/25) Page 16 of 19 example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a single owner that is a U.S. person, the U.S. owner's name is required to be provided on line 1. If the direct owner of the entity is atso a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity's name on line 2. If the owner of the disregarded entity is a foreign person, the owner must complete an appropriate Form W-6 instead of a Form W-9. This is the case even if the foreign person has a U.S. TIN. Line 2 If you have a business name, trade name, DBA name, or disregarded entity name, enter it on line 2. Line 3a Check the appropriate box on line 3a for the U.S. federal tax classification of the person whose name is entered on line 1. Check only one box on line 3a. IF the entityrndividual on line 1 THEN check the box for... is a(n) ... • Corporation Corporation. • Individual or Individual/sole proprietor. • Sole proprietorship • LLC classified as a partnership Limited liability company and for U.S. federal tax purposes or enter the appropriate tax • LLC that has filed Form 8832 or classification: 2553 electing to be taxed as a P = Partnership, corporation C = C corporation, or S = S corporation. • Partnership Partnership. • Trust/estate Trustlestate. Line 3b Check this box 9 you are a partnership (including an LLC classified as a partnership for U.S. federal tax purposes), trust, or estate that has any foreign partners, owners. or beneficiaries, and you are providing this form to a partnership, trust, or estate, in which you have an ownership interest You must check the box on line 3b if you receive a Form W-8 (or documentary evidence) from any partner, owner, or beneficiary establishing foreign status or if you receive a Form W-9 from any partner. owner. or beneficiary that has checked the box on line 3b. Note: A partnership that provides a Form W-9 and checks box 3b may be required to complete Schedules K-2 and K-3 (Form 1065). For more information. see the Partnership instructions for Schedules K-2 and K-3 (Form 1065). If you are required to complete line 3b but fail to do so, you may not receive the information necessary to file a correct infomtation return with the IRS or fumish a correct payee statement to your partners or beneficiaries. See, for example, sections 6698, 6722, and 6724 for penalties that may apply. Line 4 Exemptions It you are exempt from backup withholding and/or FATCA reporting. enter in the appropriate space on line 4 any code(s) that may apply to you. Exempt payee code. • Generally, individuals (including sole proprietors) are not exempt from backup withholding. • Except as provided below, corporations are exempt from backup withholding for certain payments, including interest and dividends. ■ Corporations are not exempt from backup withholding for payments made in setttement of payment card or third -party network transactions. • Corporations are not exempt from backup withholding with respect to attomeys' fees or gross proceeds paid to attomeys, and corporations that provide medical or health care services are not exempt with respect to payments reportable on Form 1099-MISC. The following codes identify payees that are exempt from backup withholding. Enter the appropriate code in the space on line 4. 1—An organization exempt from tax under section 501(a), any IRA. or a custodial account under section 403(bX7) if the account satisfies the requirements of section 401(f)(2). Fcrm W-9 (Rev. 3-2024) Page 4 2—The United States or any of its agencies or instrumentalities. 3—A state, the District of Columbia, a U.S. commonwealth or territory, or any of their political subdivisions or instrumentalities. 4—A foreign government or any of its political subdivisions, agencies, or instrumentalities. 5—A corporation. 6—A dealer in securities or commodities required to register in the United States, the District of Columbia, or a U.S. commonwealth or territory. 7—A futures commission merchant registered with the Commodity Futures Trading Commission. 8—A real estate investment trust. 9—An entity registered at all times during the tax year under the Investment Company Act of 1940. 10—A common trust fund operated by a bank under section 584(a). 11—A financial institution as defined under section 581. 12—A middleman known in the investment community as a nominee or custodian. 13—A trust exempt from tax under section 664 or described in section 4947. The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 13. IF the payment is for ... THEN the payment is exempt for... • Interest and dividend paynm is All exempt payees except for 7. • Broker transactions Exempt payees 1 through 4 and 6 through 11 and all C corporations. S corporations must not enter an exempt payee code because they are exempt only for sates of noncovered securities acquired prior to 2012. • Barter exchange transactions Exempt payees 1 through 4. and patronage dividends • Payments over $600 required to Generally, exempt payees be reported and direct sales over 1 through 5.2 $5,000' • Payments made in settlement of Exempt payees 1 through 4. payment card or third -party network transactions 'See Form 1099-MISC, Miscellaneous Information, and its instructions. 2 However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys' fees, gross proceeds paid to an attorney reportable under section 6045(f . and payments for services paid by a federal executive agency. Exemption from FATCA reporting code. The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting this form for accounts maintained outside of the United States by cerWn foreign financial institutions. Therefore, if you are only submitting this farm for an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form if you are uncertain if the financial institution is subject to these requirements. A requester may indicate that a code is not required by providing you with a Form W-9 with "Not Applicable' (or any similar indication) entered on the line for a FATCA exemption code. A —An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(aX37). B—The United States or any of its agencies or instrumentalities. C—A state, the District of Columbia, a U.S. commonwealth or territory, or any of their political subdivisions or instrumentalities. D—A corporation the stock of which is regularly traded on one or more established securities markets, as described in Regulations section 1.1472-1(c)(1)(i). E—A corporation that is a member of the same expanded affiliated group as a corporation described in Regulations section 1.1472-1(c)(1)(). Kittitas County Agreement for Services (rev. 5/14/25) Page 17 of 19 F—A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any state. G—A real estate investment trust H—A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940. I —A common trust fund as defined in section 584(a). J—A bank as defined in section 581. K—A broker. L—A trust exempt from tax under section 664 or described in section 4947(a)(1). M—A tax-exempt trust under a section 403(b) plan or section 457(g) plan. Note: You may wish to consult with the financial institution requesting this form to determine whether the FATCA code and/or exempt payee code should be completed. Line 5 Enter your address (number, street, and apartment or suite number). This is where the requester of this Forth W-9 will mail your information returns. If this address differs from the one the requester already has on file, enter 'NEW" at the top. If a new address is provided, there is still a chance the old address will be used until the payor changes your address in their records. Line 6 Enter your city, state, and ZIP code. Part I. Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. If you are a resident alien and you do not have, and are not eligible to get. an SSN, your TIN is your IRS ITIN. Enter it in the entry space for the Social security number. If you do not have an ITIN, see How to get a TIN below. If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. If you are a single -member LLC that is disregarded as an entity separate from its ovrner, enter the owner's SSN for EIN. if the owner has one). If the LLC is classed as a corporation or partnership, enter the entity's EIN. Note: See What Name and Number To Give the Requester, later, for further clarification of name and TIN combinations. How to get a TIN. Iryou do not have a TIN. apply for one immediately. To apply for an SSN. get Form SS-5, Application for a Social Security Card, from your local SSA office or get this form online at wvm.SSA.gov. You may also get this form by calling 800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS websile at www.irs.govION. Go to www.irs.gov/Forms to view, download, or print Form W4 and/or Forth SS-4. Or. you can go to www.irs.gov/OrdbfFonns to place an order and have Form W-7 and/or Form SS-4 mailed to you within 15 business days. If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and enter `Applied Fob' in the space for the TIN, sign arsd date the form, and give it to the requester. For interest and dividend payments. and certain payments made with respect to readily tradable instruments, you will generally have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester. Note: Entering "Applied For" means that you have already applied for a TIN or that you intend to apply for one soon. See also Fstabiishing U.S. status for purposes of chapter 3 and chapter 4 withholding, earlier, for urban you may instead be subject to .withholding under chapter 3 or 4 of the Code. Caution: A disregarded U.S. entity that has a foreign owner must use the appropriate Form W-8. Form W-9 (Rev. 3-2024) Part II. Certification To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if item 1,.4. or below indicates otherwise. For a joint account, only the person whose TIN is shown in Part I should sign (when required}. in the case of a disregarded entity. the person identified on line 1 must sign. Exempt payees, see Exempt payee code, earlier. Signature requirements. Complete the certification as indicated in items 1 through 5 below. 1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification. 2. Interest, dividend, broker, and barter exchange accounts ❑pened after 1983 and broker accounts considered inactive during 1983. You must sign the ceriiftcation or backup withholding will apply. It you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form. 3. Real estate transactions. You must sign the certification. You may cross out Rem 2 of the certification. 4.Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. "Dther payments" include payments made in the course of the requester's trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments made in settlement of payment card and third -party network transactions, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations). 5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), ABLE accounts (under sertion 529A). IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification_ What Name and Number To Give the Requester For this type of account: Give name and SSN of: 1. Individual The individual 2. Two or more individuals (joint account) The actual owner of the account or, other than an account maintained by if combined funds, the first individual an FR on the account' 3. Two or more U.S. persons Each holder of the account point account maintained by an FFI) 4. Custodial account of a minor The mincrz (Uniform Gift to Minors Act) 5. a. The usual revocable savings trust The grantor -trustee' (grantor is also trustee) b. So-called trust account that is not The actual owner' a legal or valid trust under state lawn 6. Sole proprietorship or disregarded The owner3 entity owned by an individual 7. Grantor trust filing under Optional The grantor Filing Method 1 (see Regulations section 1.671-4(b)(2)(iXA))— Kittitas County Agreement for Services (rev. 5/14/25) Page 18 of 19 Page 5 For this type of account: Give name and EIN of: 8. Disregarded entity not owned by an The owner individual 9_ A valid trust. estate, or pension trust Legal entity' 10. Corporation or LLC electing corporate The corporation status on Forth 8832 or Forth 2553 11. Association, club, religious. charitable. The organization educational, or other tax-exempt organization 12. Partnership or multi -member LLC The partnership 13. A broker or registered nominee The broker or nominee 14. Account with the Department of The public entity Agriculture in the name of a public entity (such as a state or local government. school district, or prison) that receives agricultural program payments 15. Grantor trust filing Forth 1041 or The trust under the Optional Filing Method 2, requiring Forth 1099 (see Regulations section 1.671-4(b)(2Xi)(B))" ' List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person's number must be furnished. 2 Circle the minor's name and fumish the minor's SSN. 'You must show your individual name on line 1, and enter yyour business or DBA name. if any, on fine 2. You may use either your SSN or EIN (f you have one), but the IRS encourages you to use your SSN. 'List first and circle the name of the trust, estate, or pension trust. (Do not fumish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) 'Note: The grantor must also provide a Form W-9 to the trustee of the trust- -'For more information on optional filing methods for grantor trusts, see the Instructions for Form 1041. Note: If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed. Secure Your Tax Records From Identity Theft Identity theft occurs when someone uses your personal irformaton, such as your name. SSN, or other identifying information, without your permission to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund. To reduce your risk: • Protect your SSN, • Ensure your employer is protecting your SSN, and • Be careful when choosing a tax return preparer_ If your tax records are affected by identity Iheft and you receive a notice from the IRS. respond right away to the name and phone number printed on the IRS notice or letter. If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity, or a questionable credit report, contact the IR5 Identity Theft Hotline at 800-908-4490 or submit Form 14039. For more information, see Pub. 5027, Identity Theft Information for Taxpayers. Form W-9 IRF r.3-2024) Page 6 Victims of identity theft who are experiencing economic harm or a systemic problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service ITAS) assistance. You can reach TAS by calling the TAS toll -free case intake line at 877-7T7-4778 or TTYIrOD 800-829-4059. Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an estaNished legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft. The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access informal ion for their credit card, bank, or other financial accounts. If you receive an unsolicited email claiming to be from the IRS, €orward this message to phishingl4ftgov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration (TIGTA) at 800-366-4a8a. You can forward suspicious emails to the Federal Trade Commission at sparm*uce.gov or report them at www.ftc.govlcomplaint. You can contact the FTC at www.Rc.goMdfheff or 977-IDTHEFT (877-438-4338). If you have been the victim of idenlity theft, see www.tdenfftyTheft.gov and Pub. 5027. Go to ivww.ir&govlfder+tilyThaftto team more about identity theft and how to reduce your risk. Kittitas County Agreement for Services (rev. 5/14/25) Page 19 of 19 Privacy Act Notice Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file infomration returns with the IRS. reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. commonwealths and territories for use in administering their laws. The information may also be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax retumr. Under section 3406. payors rrrust generally withhold a percentage of taxable interest, dividends. and certain other payments to a payee who does not give a TIN to the payor. Certain penalties may also apply for providing false or fraudulent information_