HomeMy WebLinkAboutBugs and FliesAgreement PD 2026
PROFESSIONAL SERVICES AGREEMENT
This Agreement is made by and between Kittitas County (hereinafter "the County") on behalf
of the Kittitas County Horticultural Pest and Disease Board, and Bugs & Flies Inc.; dba B&F
Services (hereinafter "Contractor"). The County and Contractor agree as follows:
General Conditions; Exhibit A (Scope of Work); Exhibit B (Compensation); Exhibit C
(Proof of Insurance).
copies of which are attached hereto and incorporated herein by this reference as fully as if set forth
herein.
The term of this Agreement shall commence on the June 1, 2026 and continue until
completion of the project, September 30, 2026. Any party may terminate this Agreement by giving
thirty (30) days notice in writing either personally delivered or mailed postage -prepaid by certified
mail, return receipt requested, to the party's last known address for the purposes of giving notice
under this paragraph.
Contractor acknowledges and by signing this Agreement agrees that the Indemnification
provisions set forth in Paragraphs 7 (Independent Contractor), 9 (Taxes), 15 (Defense and
Indemnity Agreement), 21 (Patent/Copyright Infringement) and 24 (Confidentiality), are totally and
fully part of this Agreement and have been mutually negotiated by the parties.
IN WITNESS WHEREOF, the parties have executed this Agreement this 14th day of July,
2026.
CONTRACTOR
t
Patrick A. Van de Venter
Owner, President
Bugs & Flies, Inc.
dba B&F Services
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APPROVED:
BOARD OF COUNTY COMMISSIONERS
KITTITAS COUNTY, WASHINGTON
Chairman
Vice -Chairman
Commissioner
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Contractor Address
1430 N. Ferguson Road
Ellensburg, WA 98926
Fed. Tax I D #81-0533221
Contractor Lic. #54201
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Attest:
Clerk of the Board
KITTITAS COUNTY HORTICULTURAL
PEST AND DISEASE BOARD
�4 ,
Urban Eberhart, Chairman
Approved as to Form:
By:
Deputy Prosecuting Attorney
County's Address:
Kittitas County
205 West 5th Avenue, Suite 108
Ellensburg, WA 98926
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GENERAL CONDITIONS
1. Scope of Contractor's Services:
Contractor agrees to provide to the County services and any materials set forth in the project
narrative identified in Exhibit "A" during the Agreement period. No material, labor, or facilities will
be furnished by the County, unless otherwise provided for in the Agreement.
2. Performance of Work:
Contractor shall perform work in accordance with, and shall comply with, all of the provisions of this
Agreement. All work shall comply with applicable codes and ordinances.
3. Schedule of Performance:
Unless directed otherwise by the County, Contractor shall perform the work in accordance with any
schedules made a part of this Agreement.
4. Definitions:
4.1 "Additional Insured's" means the County, its successors and assigns, and
the respective directors, officers, employees, agents and representatives of the
County and its successors and assigns.
4.2 "Support" means the following: Contractor's directors, officers, employees, agents
and representatives; and sub -Contractors of any tier; the respective directors,
officers, employees, agents and representatives of these sub -Contractors of any tier;
and any other person or entity acting under the direction or control of, or on behalf
of, Contractor or any Contractor's sub -Contractors of any tier in connection with or
incident to the performance of the Work or this Agreement.
4.3 The "Work" means all of the duties listed in Exhibit A and the performance of all other
obligations, under this Agreement by Contractor or its Support.
5. Accounting and Payment for Contractor Services:
Payment to the Contractor for services rendered under this Agreement shall be as set forth in
Exhibit "B". Where Exhibit "B" requires payments by the County, payment shall be based upon
billings, supported unless otherwise provided in Exhibit "B", by documentation of units of work
actually performed and amounts earned, including where appropriate, the actual number of days
worked each month, total number of hours for the month, and the total dollar payment requested.
Unless specifically stated in Exhibit "B" or approved in writing in advance by the Kittitas County
Board of Commissioners, the County will not reimburse the Contractor for any costs or expenses
incurred by the Contractor in performance of this Agreement.
Where required, the County shall, upon receipt of appropriate documentation, compensate the
Contractor, no more often than monthly, through the County voucher system, for the Contractor's
service pursuant to the fee schedule set forth in Exhibit "B".
6. Assignment 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.
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7. Independent Contractor:
The Contractor's services shall be furnished by the Contractor as an independent Contractor and
nothing herein contained shall be construed to create a relationship of employer -employee or
master -servant, but all payments made hereunder and all services performed shall be made and
performed pursuant to this Agreement by the Contractor as an independent Contractor.
The Contractor acknowledges that the entire compensation for this Agreement is specified in
Exhibit "B" and the Contractor is not entitled to any County benefits including, but not limited to:
vacation pay, holiday pay, sick leave pay, medical, dental, or other insurance benefits, or any other
rights or privileges afforded to Kittitas County employees.
Contractor will defend, indemnify and hold harmless the County, its Additional Insured's, officers,
agents or employees from any loss or expense, including but not limited to settlements, judgments,
setoffs, attorneys' fees or costs incurred by reason of claims or demands because of breach of the
provisions of this paragraph.
8. No Guarantee of Employment:
The performance of all or part of this Agreement by the Contractor shall not operate to vest any
employment rights whatsoever and shall not be deemed to guarantee any employment of the
Contractor or any employee of the Contractor or any sub -Contractor or any employee of any sub -
Contractor by the County at the present time or in the future.
9. Taxes:
The Contractor understands and acknowledges that the County will not withhold Federal or State
income taxes. Where required by State or Federal law, the Contractor authorizes the County to
make withholding for any taxes other than income taxes (i.e. Medicare). All compensation received
by the Contractor will be reported to the Internal Revenue Service at the end of the calendar year
in accordance with the applicable IRS regulations. It is the responsibility of the Contractor to make
the necessary estimated tax payments throughout the year, if any, and the Contractor is solely
liable for any tax obligation arising from the Contractor's performance of this Agreement. The
Contractor hereby agrees to indemnify the County against any demand to pay taxes arising from
the Contractor's failure to pay taxes on compensation earned pursuant to this Agreement.
The County will pay sales and use taxes imposed on goods or services acquired hereunder as
required by law. The Contractor must pay all other taxes including, but not limited to: Business
and Occupation Tax, taxes based on the Contractor's gross or net income, or personal property to
which the County does not hold title. The County is exempt from Federal Excise Tax.
10. Regulations and Requirement:
This Agreement shall be subject to all laws, rules and regulations of the United States of America,
and State of Washington, and political subdivisions of the State of Washington, and to any other
provisions set forth herein or in the attached exhibits.
11. Right to Review:
This contract 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 this program by
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whatever means are deemed expedient by the County. Such review may occur with or without
notice, and may include, but is not limited to, on -site inspection by County agents or employees,
inspection of all records or other materials which the County deems pertinent to the Agreement and
its performance, and any and all communications with or evaluation by service recipients under this
Agreement. The Contractor shall preserve and maintain all financial records and records relating
to the performance of work under this Agreement for 6 years after contract termination, and shall
make them available for such review, within Kittitas County, State of Washington, upon request.
12. Modifications:
12.1 Either party may request changes in the Agreement. Any and all agreed
modifications shall be in writing, signed by each of the parties.
12.2 The County may, at any time, by written notice thereof to Contractor ("Change
Notice") makes changes in the Work within the general scope of this Agreement,
including, but not limited to: (a) changes in, revisions to, substitutions for, additions
to or deletions of any Work; (b) changes in schedule; and (c) acceleration,
deceleration or suspension of performance of any Work.
12.3 If 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 schedule for the performance of the Work
shall be made to reflect such an increase or decrease.
12.4 Notwithstanding any dispute or delay in arriving at a mutually acceptable equitable
adjustment, Contractor shall proceed in accordance with all Change Notices.
Contractor must, within thirty (30) days after receipt of any Change Notice that does
not set forth any acceptable adjustment, submit to the County a written statement
setting forth any adjustment claimed.
12.5 If any change results in a decrease in the Work performed, Contractor shall be
entitled to compensation associated with changing the Work, such as revising design
already completed, revising calculations already performed, and revising documents.
13. Termination for Default:
If the Contractor defaults by failing to perform any of the obligations of the Agreement or becomes
insolvent or is declared bankrupt or commits any act of bankruptcy or insolvency or makes an
assignment for the benefit of creditors, the County may, by depositing written notice to the
Contractor in the U.S. mail, postage prepaid, terminate the Agreement, and at the County's option,
obtain performance of the work elsewhere. If the Agreement is terminated for default, the
Contractor shall not be entitled to receive any further payments under the Agreement until all work
called for has been fully performed. Any extra cost or damage to the County resulting from such
default(s) shall be deducted from any money due or coming due to the Contractor. The Contractor
shall bear any extra expenses incurred by the County in completing the work, and all damage
sustained, or which may be sustained by the County by reason of such default.
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If a notice of termination for default has been issued and it is later determined for any reason that
the Contractor was not in default, the rights and obligations of the parties shall be the same as if
the notice of termination had been issued pursuant to the Termination for Public Convenience
paragraph hereof.
14. Termination for Public Convenience:
The County may terminate the Agreement in whole or in part whenever the County determines, in
its sole discretion that such termination is in the best interests of the County. Whenever the
Agreement is terminated in accordance with this paragraph, the Contractor shall be entitled to
payment for actual work performed at unit contract prices for completed items of work. In the event
of such termination, an equitable adjustment shall be made in the compensation payable to
Contractor.
An equitable adjustment in the contract price for partially completed items of work will be made, but
such adjustment shall not include provision for loss of anticipated profit on deleted or uncompleted
work. Termination of this Agreement by the County at any time during the term, whether for default
or convenience, shall not constitute a breach of contract by the County.
15. Defense & Indemnity Agreement:
The Contractor agrees to and shall defend, indemnify and hold harmless the County, its Additional
Insured's, appointed and elective officers, agents and employees, from and against all loss or
expense, including but not limited to judgments, settlements, attorney's fees and costs by reason
of any and all claims and demands upon the County, its Additional Insured's, its elected or
appointed officials, agents, or employees for damages because of personal or bodily injury,
including death at any time resulting therefrom, sustained by any person or persons and on account
of damage to property including loss of use thereof, whether such injury to persons or damage to
property is due to the negligence of the Contractor, its sub -Contractors, its elected officers,
employees or their agents, except only such injury or damage as shall have been occasioned by
the sole negligence of the County, its Additional Insured's, appointed or elected officials, agents, or
employees. It is further provided that no liability shall attach to the County by reason of entering
into this contract, except as expressly provided herein.
16. Industrial Insurance Waiver:
With respect to the performance of this Agreement and as to claims against the County, its
Additional Insured's, officers, agents and employees, the Contractor expressly waives its immunity
under Title 51 of the Revised Code of Washington, the Industrial Insurance Act, for injuries to its
employees and agrees that the obligations to indemnify, defend and hold harmless provided in this
agreement extend to any claim brought by or on behalf of any employee of the Contractor. This
waiver is mutually negotiated by the parties to this Agreement.
17. Venue and Choice of Law:
In the event that any litigation should arise concerning the construction or interpretation of any of
the terms of this Agreement, the venue of such action of litigation shall be in the Superior Court of
the State of Washington in and for the County of Kittitas. This Agreement shall be governed by the
law of the State of Washington.
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18. Withholding Payment:
In the event the Contractor has failed to perform any obligation to be performed by the Contractor
under this Agreement within the time set forth in this Agreement, then the County may, upon written
notice, withhold all monies due and payable to Contractor, without penalty, until such failure to
perform is cured or otherwise adjudicated.
19. Future Non -Allocation of Funds:
If sufficient funds are not appropriated or allocated for payment under this Agreement for any future
fiscal period, the County will not be obligated to make payments for services or amounts incurred
after the end of the current fiscal period. No penalty or expense shall accrue to the County in the
event this provision applies.
20. Contractor Commitments Warranties and Representations:
The Contractor represents and warrants to the County as follows:
20.1
The Contractor is duly incorporated, validly existing and in good standing under
the laws of the State of Washington, and has all requisite corporate power and
authority to enter into and to perform its obligations under this Agreement.
20.2
The Contractor has the authority to execute this Agreement, to make the
representations and warranties set forth in it and to perform the obligations of
the Contractor under this Agreement in accordance with its terms.
20.3
This Agreement has been validly executed by an authorized representative of
the Contractor and constitutes a valid and legally binding and enforceable
obligation of Contractor.
20.4
The Contractor has or will obtain prior to the commencement date such
licenses, permits and other authorizations from federal, state and other
governmental authorities, as are necessary for the performance of its obligations
under this Agreement.
20.5
The 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. The 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.
20.6
None of the representations or warranties in this Agreement, and none of the
documents, statements, certificates or schedules furnished or to be furnished by
Contractor pursuant hereto or 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 to state a material fact
necessary to make the statements of fact contained therein not misleading.
21. Patent/Copyright Infringement:
Contractor will defend and indemnify the County from any claimed action, cause or demand brought
against the County; to the extent such action is based on the claim that information supplied by the
Contractor infringes any patent or copyright. The Contractor will pay those costs and damages
attributable to any such claims that are finally awarded against the County in any action. Such
defense and payments are conditioned upon the following:
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21.1 Contractor shall be notified promptly in writing by County of any notice of such claim.
21.2 Contractor shall have the right, hereunder, at its option and expense, to obtain for the
County the right to continue using the information, in the event such claim of
infringement is made, provided no reduction in performance or loss results to the
County.
22. Disputes:
22.1 General
Differences between the Contractor and the County, arising under and by virtue of
the Agreement Documents shall be brought to the attention of the County at the
earliest possible time in order that such matters may be settled or other appropriate
action promptly taken. Except for such objections as are made of record in the
manner hereinafter specified and within the time limits stated, the records, orders,
instructions, and decisions of the Kittitas County Commissioners shall be final and
conclusive.
22.2 Notice of Potential Claims
The Contractor shall not be entitled to additional compensation which otherwise may
be payable, or to extension of time for (1) any act or failure to act by the County, or
(2) the happening of any event or occurrence, unless the Contractor has given the
County a written Notice of Potential Claim within ten (10) days of the commencement
of the act, failure, or event giving rise to the claim, and before final payment by the
County. The written Notice of Potential Claim shall set forth the reasons for which the
Contractor believes additional compensation or extension of time is due, the nature
of the cost involved, and insofar as possible, the amount of the potential claim.
Contractor shall keep full and complete daily records of the work performed, labor
and material used, and all costs and additional time claimed to be additional.
22.3. Detailed Claim
The Contractor shall not be entitled to claim any such additional compensation, or
extension of time, unless within thirty (30) days of the completion of the portion of the
work from which the claim arose, and before final payment by the County, the
Contractor has given the County a detailed written statement of each element of cost
or other compensation requested and of all elements of additional time required, and
copies of any supporting documents evidencing the amount or extension of time
claimed to be due.
23. Ownership of Items Produced:
All writings, programs, data, public records or other materials prepared by the Contractor and/or its
consultants or sub -Contractors, in connection with performance of this Agreement shall be the sole
and absolute property of the County.
24. Confidentialit_y:
The Contractor, its employees, sub -Contractors, and their employees shall maintain the
confidentiality of all information provided by the County or acquired by the Contractor in
performance of this Agreement, except upon the prior written consent of the Kittitas County
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Prosecuting Attorney or an order entered by a court after having acquired jurisdiction over the
County. Contractor shall immediately give to the County notice of any judicial proceedings seeking
disclosure of such information. Contractor shall indemnify and hold harmless the County, its
Additional Insured's, officials, agents or employees from all loss or expense, including, but not
limited to settlements, judgments, setoffs, attorneys' fees and costs resulting from Contractor's
breach of this provision.
25. Notice:
Except as set forth elsewhere in the Agreement, for all 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 are rendered, and to the Kittitas County Commissioners, 205 W 5tn
Ave, Suite 108, Ellensburg, WA 98926. Notice to the Contractor for all purposes under this
Agreement shall be given to the address reflected on the signature page. Notice may be given by
delivery or by depositing in the U.S. Mail, first class, postage prepaid.
26. 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 severable.
27. Miscellaneous:
27.1 The County's failure or delay to insist upon strict performance of any of the provisions
of this Agreement or to exercise any rights or remedies under this Agreement shall
not be construed as a waiver or relinquishment to any extent of its right to assert or
rely upon any such provisions, rights or remedies in that or any other instance; rather
the same shall be and remain in full force and effect.
27.2 This Agreement embodies the entire Agreement between the County and Contractor,
and supersedes any and all prior agreements, regarding the Work. No change,
amendment or modification of any provisions of this Agreement shall be valid unless
set forth in a written instrument signed by the party to be bound thereby.
27.3 The rights and remedies of the County set forth in any provision of this Agreement
are in addition to and do not in any way limit any other rights of remedies afforded to
the County by any other provisions of this Agreement, by any of Contractor's Support
or by law.
27.4 The headings of sections and paragraphs of this Agreement are for convenience
of reference only and are not intended to restrict, affect or be of any weight in the
interpretation or construction of the provisions of such sections or paragraphs.
28. Waiver:
Waiver of any breach or condition of this Agreement shall not be deemed a waiver of any prior or
subsequent breach. No terms or conditions of this Agreement shall be held to be waived, modified
or deleted except by an instrument, in writing, signed by the parties hereto.
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29. Survival:
The provisions of paragraphs 7, 9, 11, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 28, 30, 31, and
32 shall 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 Nondiscrimination in Employment
In the performance of this Agreement, the Contractor will not discriminate
against any employee or applicant for employment on the grounds of race,
creed, color, national origin, sex, sexual orientation, marital status, age or
the presence of any sensory, mental or physical handicap; provided that
the prohibition against discrimination in employment because of handicap
shall not apply if the particular disability prevents the proper performance of
the particular worker involved. The Contractor shall ensure that applicants are
employed, and that employees are treated during employment without
discrimination because of their race, creed, color, national origin, sex, sexual
orientation, marital status, age or the presence of any sensory, mental or
physical handicap. Such action shall include, but not be limited to:
employment, upgrading, demotion or transfers, recruitment or recruitment
advertising, layoff or termination, rates of pay or other forms of
compensation, and programs for training including apprenticeships. The
Contractor shall take such action with respect to this Agreement as may be
required to ensure full compliance with local, state and federal laws
prohibiting discrimination in employment.
30.3 Nondiscrimination in Services
The Contractor will not discriminate against any recipient of any services or
benefits provided for in this Agreement on the grounds of race, creed, color,
national origin, sex, sexual orientation, marital status, age or the presence of any
sensory, mental or physical handicap.
30.4 If any assignment and/or subcontracting has been authorized by the County, said
assignment or subcontract shall include appropriate safeguards against
discrimination. The Contractor shall take such action as may be required to
ensure full compliance with the provisions in the immediately preceding
paragraphs herein.
31. Prevailing Wage:
Contractor shall pay the prevailing rate of wages to all workers, laborers, or mechanics
employed in the performance of any part of the Work in accordance with RCW 39.12 and the
rules and regulations of the Department of Labor and Industries. The schedule of prevailing
wages rates for the locality or localities of the Work is determined by the Industrial Statistician
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of the Department of Labor and Industries. It is the Contractor's responsibility to verify the
applicable prevailing wage rate. It is understood that the Contractor is responsible for obtaining
and completing all required government forms and submitting same to the proper authorities.
Disputes regarding 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 by RCW 39.12.060.
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EXHIBIT "A"
SCOPE OF WORK
Contractor will provide the following services at such time and in such manner as directed by the
Horticultural Pest and Disease Board:
A. Investigate complaints in accordance with the Rules and Regulations of the Kittitas
County Horticultural Pest and Disease Board.
B. Arrange for and oversee spraying when spraying is being performed by authorization
from the County or its designee.
C. Monitor property subject to complaint until such time as inspector determines that the
site is no longer a nuisance or threat or is so instructed by the County.
D. Be licensed by the Washington State Department of Agriculture as a commercial
pesticide applicator and shall cause said license to remain in effect throughout the
term of this Agreement.
E. Be available at all times within the term of this Agreement to apply pesticides at the
direction of the County or its authorized representative within 72 hours of notification.
F. Provide all equipment, labor, and materials necessary to fulfill this Agreement.
G. Apply only materials specified by the County subject to regulations of the United
States Department of Agriculture and the Washington State Department of
Agriculture.
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EXHIBIT "B"
COMPENSATION
As full compensation for satisfactory performance of the work as described in Exhibit "A", the
County, through the Kittitas County Horticultural Pest and Disease Board, will compensate
Contractor compensation not to exceed Fifty Thousand and no/100 DOLLARS ($50,000).
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EXHIBIT "C"
PROOF OF INSURANCE
The Contractor shall secure and maintain in effect at all times during performance of the Work
such insurance as will protect Contractor, its Support and the Additional Insured's from all
claims, losses, harm, costs, liabilities, damages and expenses arising out of personal injury
(including death) or property damage that may result from performance of the work or this
Agreement, whether such performance is by Contractor or any of its Support.
All insurance shall be issued by companies admitted to do business in the State of
Washington and have a rating of A-, Class 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.
The Contractor shall provide proof of insurance for:
1) Commercial General Liability Insurance.
• Coverage limits not less than:
■ $1,000,000 per occurrence per project
• $2,000,000 general aggregate
• $1,000,000 products & completed operations aggregate
• $1,000,000 personal and advertising injury, each offense
• Certificate Holder — Kittitas County
• The Certificate must name the County as additional insured as defined in
the Agreement
Sixty (60) days written notice to the County of cancellation
Contractor shall furnish the County a Certificate of Insurance with Endorsement as evidence that
policies providing insurance required by this Agreement are in full force and effect. Contractor
hereby waives all rights of recourse, including any right to which another may be subrogated,
against Kittitas County for personal injury, including death, and property damage. Contractor's
insurance policies required above shall be primary insurance and shall be non-contributing with
any other insurance maintained by Kittitas County.
The Contractor shall assume full responsibility for all loss or damage from any cause whatsoever
to any tools, Contractor's employee -owned tools, machinery, equipment, or motor vehicles
owned or rented by the Contractor, or the Contractor's agents, suppliers or contractors as well
as to any temporary structures, scaffolding and protective fences.
The Contractor shall have sole responsibility for ensuring the insurance coverage and limits
required are obtained by subcontractors.
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NOTE: No contract shall form until and unless a copy of the Certificate of Insurance with
Endorsement, properly completed and in the amount required, is attached hereto.
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