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HomeMy WebLinkAboutPSA betwen KC and KCFOA Amend 2 26-27Kittitas County Public Health ` Contract/Agreement Review Form ubli Pc Health Today's Date: 08/17/2026 �_ Legal Request #: 12036 Fund/Department: I 1/10th of Mental Health Tax Agenda Date: Contract/Agreement Information Contract/Agreement Agency: Kittitas County Friends of Animals Contract/Agreement Title: PSA between Kittitas County and Friends of Animals Amend 2 Begin Date: 01/01/2025 Total $ Amount: $90,000.00 Contract/Agreement Summary: End Date: 12/31 /2027 Contract/Agreement #: PHMH-003-2 The amendment agreement extends the agreement end date to December 31, 2027 and increases the total dollar amount to $90,000.00. The agreement also amends the scope of work. The 1/10th of 1 % Mental Health and Chemical Dependency Tax funding award to provide financial veterinary assistance to animals owned by youth, veterans and seniors in Kittitas County. Kittitas County Prosecutor and Auditor Review and Comment: APPROVED A TO FORM: Sign atur of rase[ tor's Office Date Signature kAuditor s Office Date 91 .A r + Infnrmntinn Revenue Code(s): 105-560.313400 Expense Code(s): HS4000-101/4101 21 Agency is not suspended/disbarred Not Checked (reason) Pass Through Information Agency to Pass Through Amount to Pass Through I I Expense Code: Sub -Contract Approved Date: ADMIN I Version: 0 1 Supersedes: 0 1 Date Adopted: 12/01/2024 1 Modified By: Katie Odiaga Approval By: Chelsey Loeffers 8120/26, 9:50 AM SAM.gov I Search I€ An official website of the United States government Here's how you know %� Entity Management Extract Publishing Schedule Change Show Details x See All Alerts 1 t Aug 15, 2026 Scheduled SAM Maintenance Show Details x Aug 17, 2026 . l SAKow Z 0 00 71 Home Search Data Bank Data Services Help Search Filter By All Words e.g. 1606N020002 1. Search Results Saved Searches Keyword Search For more information on how to use our keyword search, visit our help guide Simple Search Search Editor OAny Words O All Words r QExact Phrase e.g. 123456789, Smith Corp "friends of animals" x Entity Location Status �✓ Active Inactive Reset 0 Entit�1.ftrmtio- j < All Entity Information EntMas WmasterRes ponse Registry Respnnsihility I Qr https itsam.gov/searcht?page- t & pag eSize=25&sort=relevance& ind ex=ei&sfm%5SsimpleSearch%SD%SBkeymrdRadio%SD=ALL&sfm%59$irnpleS... 112 8/20126, 9:50AM SAM.gov I Search Sort by Relevance Showing 1-1 of 1 results FRIENDS OF ANIMALS LINCOLN COUNTY Active Registration Entity Unique Entity ID CAGE Code Physical Address Expiration Date RXTAM9NZD8X9 (blank) 564 TRACE CRK, HAMLIN, Nov4,2026 WV 25523 USA Purpose of Registration Federal Assistance Awards page results per page 1 of 1 i 25 Our Website Our Partners About This Site Acquisition.gov Our Community USASpending.gov Release Notes Grants.gov System Alerts More Partners Policies Customer Service Terms of Use Help Privacy Policy Check Entity Status Restricted Data Use Federal Service Desk Freedom of Information Act External Resources Accessibility Contact WARNING This is a U.S. General Services Administration Federal Government computer system that is "FOR OFFICIAL USE ONLY." This system is subjectto monitoring. Individuals found performing unauthorized activities are subjectto disciplinary action including criminal prosecution. This system contains Controlled Unclassified Information (CUI). All individuals viewing, reproducing or disposing ofthis information are required to protect it in accordance with 32 CFR Part2002 and GSA Order CIO 2103.2 CUI Policy. SAM.gov An official Website of the U.S. General Services Administration htlpsNlam.govlsearchl?page=t&pageSize=25&sort relevance&Index=e4sfm°k5Bs 1mpfeSearch%6D°%5BkeywordRadlo%50=ALL&sfm%59simpleS... 2f2 KITTITAS COUNTY AMENDMENT TO: PHMH-003-2 Amendment #2 This Amendment ("Amendment") is made as of September 2nd, 2026 by and between Kittitas County (hereinafter "County"), a political subdivision of the State of Washington, and Kittitas County Friends of Animals (hereinafter "Contractor"). WHEREAS, the parties entered into an agreement dated January 1, 2025 (the "Agreement"); and WHEREAS, the contract received a scope of work amendment by resolution dated December 16th, 2025; and WHEREAS, the grantee has requested an extension to the termination of the grant through a formal 1-year RFP application; WHEREAS, the Behavioral Health Tax Advisory Committee recommended this extension be granted; NOW, THEREFORE, the parties agree as follows: 1. Amendment The Agreement is amended as follows: • Contract end date will be December 31, 2027. • The compensation will be increased from $60, 000 to a total not to exceed amount of $90,000. The Scope of work will be amended to read as follows: The Contractor shall provide financial veterinary assistance of up to $300 per aid request for residents of Kittitas County who self -attest to the following: • They are unable to pay for the needed veterinary care themselves, and ■ The animal requiring care is a companion animal that supports the applicant's mental health And self -attest to at least one of the following criteria: • They are a youth age 17 and under. • They area United States Veteran as defined by RCW 41.04.007. • They are a senior age 65 and over. Kittitas County Amendment to: ILA, AGS, InterDept. MOU (8/28/25) Page 1 of 2 • They are experiencing homelessness. ■ They have a disability. 2. No Other Changes All other terms of the Agreement remain unchanged and in full force and effect. IN WITNESS WHEREOF, the parties have executed this Amendment as of the latest date written below. KITTITAS COUNTY BOARD OF COUNTY COMMISSIC Brett Wachsmith, Chairman Laura Osiadacz, Vice -Chairman Commissioner Date: Attest: Clerk of the Board ❑ Julie Kjorsvik ❑ Mandy Buchholz Kittitas County Amendment to: ILA, AGS, InterDept. MOU (8/28/25) Page 2of2 BOARD OF COUNTY COMMISSIONERS COUNTY OF KITTITAS STATE OF WASHINGTON RESOLUTION NO. 2025. o� RESOLUTION TO AUTHORIZE CONTRACT AMENDMENT FOR A CONTRACT BETWEEN KITTITAS COUNTY AND KITTITAS COUNTY FRIENDS OF ANIMALS WHEREAS, Kittitas County and Contractor entered into a professional services contract on January 1, 2025, which is attached hereto and hereby incorporated by this reference; and WHEREAS, the contract authorizes modifications that are in writing and signed by the parties; and WHEREAS, both the County and the Contractor desire to amend the contract, specifically the Scope of Work, in the manner detailed in the attached Contract amendment that is also attached and hereby incorporated by this reference; NOW THEREFORE, BE IT RESOLVED that the Board of County Commissioners of Kittitas County, Washington, authorizes execution of the contract amendment attached hereto and incorporated herein. DATED this I.?day of , 2025, at Ellensburg, Washington. BOARD OF COUNTY COMMISSIONERS KITTITAS COUNTY, WASHINGTON ABSENT x SEAL �r r�of ®rd ❑ Deputy Clerk of the Board Kittitas County Public Health Public Health Contract/Agreement Review Form Today's Date: 11/13/2025 Legal Request #: 12036 Fund/Department: 1/10th of Mental Health Taxj I Agenda Date: Contract/Agreement Information Contract/Agreement Agency: Kittitas County Friends of Animals Contract/Agreement Title: Contract Amendment Resolution Friends of Animals Begin Date: 01/01/2025 End Date: 12/31/2026 Total $ Amount: $60,000.00 Contract/Agreement #: PHMH-003-1 Contract/Agreement Summary: The amendment agreement pertains to changes regarding the scope of work. 1/10th of 1 % Mental Health and Chemical Dependency Tax funding award to provide financial veterinary assistance to animals owned by youth, veterans and seniors in Kittitas County. Kittitas County Prosecutor and Auditor Review and Comment: APPROVED A5 TO FORM: Signature F Prosec ors Office EC E I �4 �. � r .. Signature o Auditor's Office Information Revenue Code(s): 105 - 560.3134000 Expense Code(s): 105 - 560.54101 Agency is not suspended/disbarred Pass Through Information Agency to Pass Through Amount to Pass Through Sub -Contract Approved Date: Date DECO 5 2025 Date Not Checked (reason) Expense Code: ADMIN I Version: 0 I Supersedes: 0 Date Adopted: 12/01/2024 Modified By: Katie Odiaga jApproval By: Chelsey Loeffers 11/24/25, 1:36 PM SAM.gov I Search An official website of the United States government Here's how you know Revolutionary FAR Overhaul Impacts to SAM.gov Show Details Aug 15, 2025 Records Retention Policy Impacts Old SAM Registration Data Show Details May21, 2025 �.SAM,00v° x See All Alerts x r.' 130 3 U o❑ Home Search Data Bank Data Services Help Search All Words e.g. 1606N020Q02 Saved Searches Filter By Keyword Search For more information on how to use our keyword search, visit our help guide Simple Search { Search Editor U Any Words All Words 0 Exact Phrase e.g. 1606N020Q02 "friends of animals" 77] Federal Organizations Enter Code or Name https://sam.gov/searchOpage=l&pageSize=25&sort=-modifledDate&sfrn%5BsimpleSearch%5D%5BkeywordRadio°/`5D=ALL&sfm%5Bsimp[eSearch.., 113 11/24125, 1:36 PM SAM.gov I Search n Status --) ✓ J Active Inactive ' All Domains Contracting Federal Assistance Entity Information Showing 1- 1 of 1 results FRIENDS OF ANIMALS LINCOLN COUNTY Active Registration Unique Entity ID CAGE Code Physical Address RXTAM9NZD3X9 (blank) 564TRACE CRK, HAMLIN, WV 25S23 USA page 1 of 1 Our Website About This Site Our Community Release Notes System Alerts Policies Terms of Use Privacy Policy Restricted Data Use results per page 25 Feedback Our Partners Acquisition.gov USASpending.gov Grants.gov More Partners Customer Service Help Check Entity Status Federal Service Desk Reset 0 Federal Hierarchy Wage De Sort by Date Modified/Updated Entity Expiration Date Nov 4, 2026 Purpose of Registration Federal Assistance Awards https:l/sam.gov/search/?page=1 &pageSize=25&sort=-modMad Date&sfm%5BsimpleSearch%5D%5BkeywordRadio %5D=ALL&sfm%5BsimpleSearch... 213 KITTITAS COUNTY AMENDMENT TO: PHMH-003-2 Amendment #1 PROFESSIONAL SERVICES AGREEMENT Between KITTITAS COUNTY and Kittitas County Friends of Animals For Promoting Mental Health through Companion Animal Veterinary Support This Agreement is made by and between Kittitas County (hereinafter "the County") and Kittitas County Friends of Animals (hereinafter "Contractor"). The County and Contractor agree as follows: d General Conditions Exhibit A (Scope of Work) Exhibit B (Compensation) • Exhibit C (Proof of Insurance) Exhibit D (Reporting) copies of which are attached hereto and incorporated herein by this reference as fully as if set forth herein. The term of this Agreement shall commence on 1/1/2025_and continue until 12/31/2026. 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. Kittitas County Professional Services Agreement Page 1of19 IN WITNESS WHEREOF, the parties have executed this Agreement this dayof APPROVED: Elizabeth Torrey Signature of Signatory Date: Print Name of Signatory , 20A. APPROVED: BOARD OF COUNTY COMMISSIONERS KITTITAS COUNTY, air any Acecr man r- is er c� S 7 ?r SLAL ��3trrill' y�1 Kittitas County Professional Services Agreement Page 2 of 19 rk of th6)Boa rd WASH I N GTO N Approved as to Form: Deputy Prosecuting Attorney Contractor's Address P.O. Box 1239 Ellensburg, WA 98926 Project Contact Name Andrea Wing Kittitas County Professional Services Agreement Page 3 of 19 County's Address 205 West 5111 Ave, Suite 108 Ellensburg, WA 98926 Project Contact Name Kasey Knutson Title Human Services Manager GENERAL CONDITIONS 1. cope of Contwtor'S Se.rvir.es: 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. P_eA0_ C MQQ of__W_o&c: 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. Sche_dule_of Performance: Unless directed otherwise by the County, the Contractor shall perform the work in accordance with any schedules made a part of this Agreement. 4. De i lons: 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 anytier; 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. Accountin9ar3d POy_ment for CQntraclpr Services: Payment to the Contractor for services rendered underthis Agreement shall be as set forth in Exhibit "B". Where Exhibit "B" requires payments bythe County, payment shall be based uporf billings, supported unless otherwise provided in Exhibit "B", by documentation of units of work actually performed and amounts earned, includingwhere appropriate, the actual number of days worked each month, total number of hours forthe 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". Kittitas County Professional Services Agreement Page 4 of 19 6. Pig[Lro�_r]t and 5u_��orltreGting: No portion of this Agreement may be assigned or subcontracted to any other individual, firm or entity without the express and prior written approval of the County. The Contractor may only subcontract work contemplated under this agreement if it obtains the prior written approval of the County. If the County approves subcontracting, the Contractor shall maintain written procedures related to subcontracting, as well as copies of all subcontracts and records related to subcontracts. For cause, the County in writing may require the Contractor to amend its subcontracting procedures as they relate to this agreement, prohibit the Contractor from subcontracting with a particular person or entity, or require the Contractor to rescind or amend a subcontract. Every subcontract shall bind the Subcontractor to follow all applicable terms of this agreement. The Contractor is responsible to the County if the Subcontractor fails to comply with any applicable term or condition of this agreement. The Contractor shall appropriately monitor the activities of the 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. 7. Inge p-wdent _Qolltra_c#o r: 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. Nc Guarantoe__Qf1Employ_m M: Kittitas County Professionat Services Agreement Page 5 of 19 The performance of all or part of this Agreement by the Contractors hall 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 propertyto which the County does not hold title. The County is exempt from Federal Excise Tax. 1o. Regulations_andRequirement: 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. R ht o_ELPYiOM: This contract is subject to review by any Federal or State auditor. The County or its designee shall have the right to review and monitorthe financial and service components of this program bywhatever means are deemed expedient bythe County. Such review may occur with orwithout 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. MQdif .Q_a1_LoJls: 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. Kittitas County Professional Services Agreement Page 6of19 12.2 The County may, at anytime, 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. The 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. Zesina_tD-OfW-9_efVLt: 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 defaults) 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. 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. TerrT-Imi4L?oL�'1�4 S�Z3y ence: Kittitas County Professional Services Agreement Page 7 of 19 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. U�fe�se & in�i_r�ty 4g��11]S: 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 anytime 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. 1 rid 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 bythe parties to this Agreement. 17. Vtn e-a-ri.d ChQLQe�L .yv' 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. Kittitas County Professional Services Agreement Page 8 of 19 18. Withhfllding 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. Eu uLe N ._ Q-aA 'an of Fur1SS�: 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. Cvrltr�ctar Commitrrlent5 Warrai�s n�#2L�s�nt�t�vns: 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. Kittitas County Professional Services Agreement Page 9 of 19 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 patentor 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: 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 usingthe information, in the event such claim of infringement is made, provided no reduction in performance or loss results to the County. 22. A-Lsputes: 22.1 Ge 1r er 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 of O9-Qt-P-4terd ail 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. pe-ta-We in 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 Kittitas County Professional Services Agreement Page 10 of 19 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. QYV-Dg[sh.ip of Ite-M$-Rr-Qdu.Q-e-d: All writings, programs, data, public records or other materials prepared by the Contractor and/or its consultants or sub -Contractors, in connection with the performance of this Agreement shall be the sole and absolute property of the County. 24. �M_f_d_(�_n_ti ity: The Contractor, its employees, sub -Contractors, and their employees shall maintain the confidentiality of all information provided by the County or acquired bythe Contractor in performance of this Agreement, except upon the priorwritten consent of the Kittitas County Prosecuting Attorney or an order entered by a court after having acquired jurisdiction over the County. Contractor shall immediately give to the County notice of any judicial proceedings seeking disclosure of such information. Contractor shall indemnify and hold harmless the County, its Additional Insured's, officials, agents or employees from all loss or expense, including, but not limited to settlements, judgments, setoffs, attorneys' fees and costs resulting from Contractor's breach of this provision. To the extent that any information obtained by the Contractor is required to be shared with or provided to others by the terms of the Statement of the Work, this provision is not breached by such acts. 25. Notice: Except asset forth elsewhere in the Agreement, for all purposes under this Agreement, except service of process, notices hall 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 51h 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. $eve-M41111y: 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. MiscellaDIes: 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. Kittitas County Professional Services Agreement Pagel 1 of 19 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. 29. Survival: The provisions of paragraphs 7, 9, 11, 13, 14,15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 28, 30, and 31, 32 shall survive, notwithstanding the termination or invalidity of this Agreement for any reason. 30. MImJiScrirsin-OtiQn: 30.1 The County is an equal opportunity employer. 30.2 lN-o n d i5c��.tipLi O�1QM-eD—t 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 ortransfers, 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 Kittitas County Professional Services Agreement Page 12 of 19 required to ensure full compliance with local, state and federal laws prohibiting discrimination in employment. 30.3 NorsdS 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. Prev ailingVy�ge: The Contractor shall pay the prevailing rate of wages to all workers, laborers, or mechanics employed in the performance of any part of the Work in accordance with RCW 39.12 and the rules and regulations of the Department of Labor and Industries. The schedule of prevailing wages rates forthe locality or localities of the Work is determined bythe Industrial Statistician of the Department of Labor and Industries. It is the Contractor's Fesponsibilityto 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. 32. I)etarm e nt. Ce rtifj G ati o n: The Contractor certifies that it: 32.1 Is not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from covered transactions by any Federal department or agency. 32.2 Has not within a three-year period preceding the execution of this contract with Kittitas County, been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public or private agreement or transaction, violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, receiving stolen property, making false claims, or obstruction of justice. Kittitas County Professional Services Agreement Page 13 of 19 32.3 Is not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph 32.2 of this section. 32.4 Has notwithin a three-year period precedingthe precedingthe execution of this contract with Kittitas County had one or more public transactions (Federal, State, or local) terminated for cause of default. Kittitas County Professional Services Agreement Page 14 of 19 EXHO " A" SCOPE OF WORK The Contractor shall provide financial veterinary assistance of up to $300 per aid request for residents of Kittitas County who self -attest to the following: 1) They are unable to pay for the needed veterinary care themselves, and 2) The animal requiring care is a companion animal that supports the applicant's mental health And self -attest to at least one of the following criteria: 1) They are a youth age Wand under, or 2) They area United States Veteran as defined by RCW 41.04.007, or 3) They area senior age 65 and over. Additional project activities include: Project Objective: Increasing Prevention and EnhancingAccess to Care and Services Update Application for Assistance to include grant criteria a Develop language/fliers advertising the new grant program a Share the fliers with mental health clinics and vet offices in Kittitas County o Accept applications for assistance & distribute funds to qualifying applicants Kittitas County Professional Services Agreement Page 15of19 EXHIBIT "B" COMPENSATION As full compensation for satisfactory performance of the work, the County shall pay the Contractor compensation of $60,000. Allowable expenses are limited to the provision of veterinary financial aid in amounts of up to $300 per request. Any uses of these funds outside of this use must be approved by Kittitas County in advance of the expenditure, in writing. All funds must be spent by 12/31/2026. No extension of the funding period will be granted. All funding is based on local tax and fee revenue. If local economic conditions result in insufficient funds to compensate at the stated levels, the County reserves the right to renegotiate funding amounts to remain within available revenue balances. The County will notify the Contractor immediately if financial forecasting or actuals indicate such a circumstance. 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 L�atie_ ,od i_aga.@c a . kittita s.wa . t r s . B. All invoices must be submitted by the 20th day of the month following the calendar month in which services were delivered. C. The Contactor 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. D. All invoices must include invoice data 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. H. In no event shall payments under this agreementtotal more than $60,000. Kittitas County Professional Services Agreement Page 16 of 19 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 bythe 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) QomoieniaMGw2_eLaL i i i y l and. Coverage limits not less than: o $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 a Certificate Holder— Kittitas County The Certificate must name the County as additional insured as defined in the Agreement Sixty (60) days written notice to the County of cancellation of the insurance policy. 2) p_G_a.PL�m.PJP-Y-ela-L 8hi aY ■ Coverage limits not less than: $1,000,000 each accident Q $1,000,000 disease— policy limit $1,000,000 disease —each employee Thirty (30) days written notice to the County of cancellation of the insurance policy. 3) Grmercl Autom�Le�k�llity.lr�s_• Kittitas County Professional Services Agreement Page 17 of 19 Automobile Liability for owned, non -owned, hired, and leased vehicles, with an MCS 90 endorsement and a CA 9946 endorsement attached if `pollutants' are to be transported. Coverage limits not less than: 0 $1,000,000 combined single limit Thirty (30) days written notice to the County of cancellation of the insurance policy. 4) Worke S QD=e $W'0n. ■ Workers' Compensation in amounts required bylaw. 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 whatsoeverto any tools, Contractor's employee -owned tools, machinery, equipment, or motor vehicles owned or rented by the Contractor, or the Contractor's agents, suppliers or contractors as well as to any temporary structures, scaffolding and protective fences. The Contractor shall have sole responsibility for ensuring the insurance coverage and Limits required are obtained by subcontractors. NOTE: No contract shall form until and unless a copy of the Certificate of Insurance with Endorsement, properly completed and in the amount required, is attached hereto. Kittitas County Professional Services Agreement Page 18 of 19 EXHIBIT "D" REPORTING Contractor shall provide quarterly and annual progress reports by answering the questions provided in this Exhibit. Please submit progress reports to the clerk at he-alit)aiicii-Funi�inservices@co.kittitas.wa.us by the Last day of the month following the quarter in which services were delivered. The report shall include, at a minimum: A narrative of project activities during the reporting period, including the activities outlined in Exhibit A. A narrative of project successes during the reporting period. p A narrative of project challenges during the reporting period. A narrative of progress made toward the project objectives in Exhibit A. o A data summary of the following outputs: o Number and percentage of people accessing services after referral o Number of organizational changes made to support improvement o Number of applicants screened for qualifying demographic information o Number of mental health clinics informed of the program The County retains the right to request clarification or additional information of the applicant as needed to assess project progress and/or appropriate use of funds. Failure to submit the required reports may result in delayed reimbursement payments, denial of invoices, or contract termination. Kittitas County Professional Services Agreement Page 19 of 19 i Kittitas County Public Health Kittitas County Public Health Contract/Agreement Review Form Department Today's Date: 12/04/2024 Legal Request #: i j Fund/Department: I 1/10th of Mental Health Taxl Agenda Date: contractlAgreement inrormanon Contract/Agreement Agency: Kittitas County Friends of Animals Contract/Agreement Title: Promoting Mental Health through Companion Animal Veterinary Support Begin Date: 01/01/2025 Total $ Amount: $60,000.00 Contract/Agreement Summary: End Date: 12/31/2026 Contract/Agreement#: PHMH-003 1 /10th of 1 % Mental Health and Chemical Dependency Tax funding award to provide financial veterinary assistance to animals owned by youth, veterans and seniors in Kittitas County. Kittitas County Prosecutor and Auditor Review and Comment: APPROVED AS TO F9'� el. 0 it?, � W ORM: 4;4 X, Signature & Or- -0 dcu &r's 0ffit Date /—( 7 •Z!;' Signature of Auditors Office I Date n. . A --& 1..4F F:.... Revenue Code(s): 105 - 560.3134000 Expense Code(s): 105 - 560.54101 0 Agency is not suspended/disbarred 1V Not Checked (reason) Pass Through Information Agency to Pass Through Amount to Pass Through Sub -Contract Approved Date: Expense Code: ADMIN I Version: 0 1 Supersedes: 0 1 Date Adopted: 12/01./2024 I Modified By: Katie Odiaga Approval By: Chelsey Loeffers 1/7/25, 12:35 PM SAM.gov l Search An official website of the United states government Here's how you know Scheduled Login.gov Maintenance Impact to SAM.gov Show Details r; See All Alerts Jan 3, 2025 - - SAM.gov Scheduled Maintenance Show Details u Dec 18, 2024 �SAM*oor Z 0 °oo Home Search Data Bank Data Services Help Search All Words Select Domain All Domains Filter By e.g.1606N020Q02 Keyword Search For more information on how to use our keyword search, visit our i —, bjide Simple Search 0 Any words p 0 All Words Q r aExact Phrase e.g. 1606N020Q02 "Kittitas County Friends of Animals" x Federal organizations Enter Code or Name 1W Status I ✓ . 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This system is subject to monitoring. individuals found performing unauthorized activities are subject todisciplinary action including criminal prosecution. This system contains Controlled Unclassified Information (CUI). All individuals viewing, reproducing or disposing ofthis information are required to protect it in accordance with 32 CFR Part 2002 and GSA Order CIO 2103.2 CU I Policy. SAIV.gov An official V�/ehsite --f thiz U.S. letleral Se vices Admdn stra'Oi3 https:Hsam.gov/search/?page=l &pageSize=25&sort=-modifiedDate&sfm%5BsimpleSearch%5D%5BkeywordRadi°%5D=ALL&sirn%SBsimpleSearch... 2/2 KITTITaS V01 '� I , PROFESSIONAL SERVICES AGREEMENT Between KITTITAS COUNTY and Kittitas County Friends of Animals For Promoting Mental Health through Companion Animal Veterinary Support This Agreement is made by and between Kittitas County (hereinafter "the County") and Kittitas County Friends of Animals (hereinafter "Contractor"). The County and Contractor agree as follows: General Conditions Exhibit A (Scope of Work) m Exhibit B (Compensation) Exhibit C (Proof of Insurance) Exhibit D (Reporting) copies of which are attached hereto and incorporated herein by this reference as fully as if set forth herein. The term of this Agreement shall commence on 1/1 /2025and continue until12/31/2026. 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 forthe purposes of giving notice underthis paragraph. Contractor acknowledges and by signingthis 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. Kittitas County Professional Services Agreement Page 1 of 19 IN WITNESS WHEREOF, the parties have executed this Agreement this day of 2025_ APPROVED: APPROVED: Elizabeth Torrey BOARD OF COUNTY COMMISSIONERS KITTITAS COUNTY, WASHINGTON Signature of Signatory a Date: Print Name of Signatory ice airman f C` C` mmissioner �� "A"y Board a'''�-r Approved as to Form: Deputy Prosecuting Attorney Kittitas County Professional Services Agreement Page 2 of 19 Contractor's Address P.O. Box 1239 Ellensburg, WA 98926 Project Contact Name Elizabeth Torrey Kittitas County Professional Services Agreement Page 3 of 19 County's Address 205 West 5th Ave, Suite 108 Ellensburg, WA 98926 Project Contact Name Kasey Knutson Title Human Services Manager GENERAL CONDITIONS 1. SCQpe of Con#rac r]r'S_ eryices: Contractor agrees to provide to the County services and any materials set for-M in the project narrative identified in Exhibit "A" duringthe Agreement period. No material, labor, orfacilities will be furnished bythe County, unless otherwise provided for in the Agreement. 2. Perf_QErnascefWorrS: Contractor shall perform work in accordance with, and shalt comply with, all of the provisions of this Agreement. All work shall comply with applicable codes and ordinances. 3. SCtl-e-luLe_Of—PALfarm�cP-: Unless directed otherwise by the County, the Contractor shall perform the work in accordance with any schedules made a part of this Agreement. 4. Q&fioitjons 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 ofanytier; and anyother person or entity acting underthe 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. AccD inn-Ea-E'a�-M0r—t for QQM ct4C��fYLce�: 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 pursuantto the fee schedule set forth in Exhibit "B". Kittitas County Professional Services Agreement Page 4 of 19 6. As,$ignmerlt and Subcaatracting: No portion of this Agreement may be assigned or subcontracted to any other individual, firm or entity without the express and prior written approval of the County. The Contractor may only subcontract work contemplated under this agreement if it obtains the prior written approval of the County. If the County approves subcontracting, the Contractor shall maintain written procedures related to subcontracting, as well as copies of all subcontracts and records related to subcontracts. For cause, the County in writing may require the Contractor to amend its subcontracting procedures as they relate to this agreement, prohibit the Contractor from subcontracting with a particular person or entity, or require the Contractor to rescind or amend a subcontract. Every subcontract shall bind the Subcontractor to follow all applicable terms of this agreement. The Contractor is responsible to the County if the Subcontractor fails to comply with any applicable term or condition of this agreement. The Contractor shall appropriately monitor the activities of the Subcontractorto assure fiscal conditions of this agreement. In no event 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. 7. 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 GoaraMe.Zv#E�n.oloyment: Kittitas County Professional Services Agreement Page 5 of 19 The performance of all or part of this Agreement by the Contractors h a ['I 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 thee nd 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 propertyto which the County does not hold title. The County is exempt from Federal Excise Tax. 10. R_egutati_Qn� an_d_R_eciuirement: 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. fiign to Rtvview: 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 bywhatever means are deemed expedient bythe 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 underthis Agreement. The Contractor shall preserve and maintain all financial records and records relatingto 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. M_Qdif[cations: 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. Kittitas County Professional Services Agreement Page 6 of 19 12.2 The County may, at anytime, 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. The 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. TerrOis__a_t?0nb-[ D�faW.Lt: 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, orwhich may be sustained by the County by reason of such default. If a notice of termination for default has been issued and it is later determined for any reason that the Contractorwas 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. TermiiaAO f r ir- W-eDieMe: Kittitas County Professional Services Agreement Page 7 of 19 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. Wheneverthe 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 anytime during the term, whether for default or convenience, shall not constitute a breach of contract by the County. 15. I]efe n5e_ 8s_ j nd e m nity. Agreeme,n t: 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 anytime 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. i.Rci.tL?al �Lrance Waiver: With respect to the performance of this Agreement and as to claims against the County, its Additional Insureds, officers, agents and employees, the Contractor expressly waives its immunity underTitle 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 bythe parties to this Agreement. 17. . nu a�_�.Os�e.9��+= 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 taw of the state of Washington. Kittitas County Professional Services Agreement Page 8of19 18. Withbo.lding Paymeat: the In the event the Contractor has failed to perform any obligation to be performed Contractor under this Agreement within the time set forth in this Agreement, thenn tthe he 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. EutuNoAAllac-a-t-LoD 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. Crntra�torCvmn�isarr.ea�dlepLeseat3ROS: The Contractor represents and warrants to the County as follows- The Contractor is duly incorporated, validly existing and in good standing 20.1 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 20.2 Agreement. 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. to the commencement date such 20.4 The Contractor has or will obtain prior 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 wilt or may materially affect its under this Agreement. The Contractor's ability to perform obligations 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 20.6 under this Agreement. 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 wilt 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. Kittitas County Professional Services Agreement Page 9 of 19 21.te�iCCc7p ri . It_10frin>se.rCtent: 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: 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. _DisQut��: 22.1 Genera 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 Llo[ce t�fpentiR? 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. DMTMRQcf�l_�rl 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 Kittitas County ProfessionaL Services Agreement Page 10 of 19 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. Qwn�rshsp 0f itPrMPsoduced: All writings, programs, data, public records or other materials prepared by the Contractor and/or its consultants or sub -Contractors, in connection with the performance of this Agreement shall be the sole and absolute property of the County. 24. confidentia.4i1y: 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 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. To the extent that any information obtained by the Contractor is required to be shared with or provided to others by the terms of the Statement of the Work, this provision is not breached by such acts. 25. Notice: Except 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 5` 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. SeWo-ra-b i i : 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 with the invalid term, condition or application. To this end, the terms and conditions of this Agreement are declared severable. 27. K15Q "LL _r e_Q_Q5: 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; ratherthe same shall be and remain in full force and effect. Kittitas County Professional Services Agreement Page 11 of 19 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 partyto 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 anyway 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. 29. Survival: The provisions of paragraphs 7, 9, 11, 13, 14, 15,16, 17, 18, 19, 20, 21, 22, 23, 24, 28, 30, and 31, 32 shall survive, notwithstanding the termination or invalidity of this Agreementfor any reason. 30. L_QtdiscAminat[7n.: 30.1 The County is an equal opportunity employer. 30.2 c�[t7�Lat!sin LEMPIQyme 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 orthe 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 ortermination, 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 Kittitas County Professional Services Agreement Page 12 of 19 required to ensure full compliance with local, state and federal laws prohibiting discrimination in employment. 30.3 Lanais r,ri � a_tion_in, 5ervicu 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 shalt take such action as may be required to ensure full compliance with the provisions in the immediately preceding paragraphs herein. 31. pre-VaRiOg-Wage: The Contractor shall pay the prevailing rate of wages to all workers, laborers, or mechanics employed in the performance of any part of the Work in accordance with RCW 39.12 and the rules and regulations of the Department of Labor and Industries. The schedule of prevailing wages rates for the locality or localities of the Work is determined by the Industrial Statistician of the Department of Labor and Industries. It is the Contractor's responsibility to verify the applicable prevailing wage rate. It is understood that the Contractor is responsible for obtaining and completing all required government forms and submitting same to the proper authorities. Disputes regarding 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. 32. i�e�arme❑t_�e1fl�atiDLL The Contractor certifies that it: 32.1 Is not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from covered transactions by any Federal department or agency. 32.2 Has not within a three-year period preceding the execution of this contract with Kittitas County, been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public or private agreement or transaction, violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, receiving stolen property, making false claims, or obstruction of justice. Kittitas County Professional Services Agreement Page 13of19 32.3 is not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or Local) with commission of any of the offenses enumerated in paragraph 32.2 of this section. 32.4 Has not within a three-year period preceding the preceding the execution of this contract with Kittitas County had one or more public transactions (Federal, State, or Local) terminated for cause of default. Kittitas County Professional Services Agreement Page 14 of 19 EXH BUT ��A,� SCOPE OF WORK The Contractor shall provide financial veterinary assistance of up to $300 per aid request for residents of Kittitas County who self -attest to the following: 1) They are unable to pay for the needed veterinary care themselves, and 2) The animal requiring care is a companion animal that supports the applicant's mental health And self -attest to at least one of the following criteria: 1) They are a youth age 17 and under, or 2) They area United States Veteran as defined by RCW 41.04.007, or 3) They area senior age 65 and over. Additional project activities include: Project Objective: increasing Prevention and Enhancing Access to Care and Services O Update Application for Assistance to include grant criteria O Develop language/fliers advertising the new grant program o Share the fliers with mental health clinics and vet offices in Kittitas County 0 Accept applications for assistance & distribute funds to qualifying applicants Kittitas County Professional Services Agreement Page 15 of 19 EXHIBIT COMPENSATION As full compensation for satisfactory performance of the work, the County shall pay the Contractor compensation of $60,000. Allowable expenses are limited to the provision of veterinary financial aid in amounts of up to $300 per request. Any uses of these funds outside of this use must be approved by Kittitas County in advance of the expenditure, in writing. All funds must be spent by 12/31/2026. No extension of the funding period will be granted. All funding is based on local tax and fee revenue. If local economic conditions result in insufficientfunds to compensate at the stated levels, the County reserves the right to renegotiate funding amounts to remain within available revenue balances. The County will notify the Contractor immediately if financial forecasting or actuals indicate such a circumstance. 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 i :al B. All invoices must be submitted by the 20th day of the month following the calendar month in which services were delivered. C. The Contactor 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. D. All invoices must include invoice data 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. H. In no event shall payments under this agreement total more than $60,000. Kittitas County Professional Services Agreement Page 16 of 19 •�� PROOF OF INSURANCE The Contractors haLLsecure 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) Cammercia_l Qen<eraL Li.�bi[#i tIInsur unc.. a Coverage limits not less than: m $1,000,000 per occurrence per project e $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 of the insurance policy. 2) Stop aApLEmoloy_er_s_l_i_2bi. it ■ Coverage limits not less than: n $1,000,000 each accident $1,OOO,OOO disease— policy limit o $1,000,000 disease —each employee Thirty (30) days written notice to the County of cancellation of the insurance policy. 3) ��IDm?!a�Aa��1ttY lam Kittitas County Professional Services Agreement Page 17 of 19 Automobile Liability for owned, non -owned, hired, and leased vehicles, with an MCS 90 endorsement and a CA 9946 endorsement attached if `pollutants' are to be transported. Coverage limits not less than: G $1,000,000 combined single limit Thirty (30) days written notice to the County of cancellation of the insurance policy. 4) LII[Qrl�e�Car�lpeP ti a Workers' Compensation in amounts required by law. 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 maybe 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 aft loss or damage from any cause whatsoever to any tools, Contractor's employee -owned tools, machinery, equipme t, or or motor vehicles owned or rented by the Contractor, or the Contractor's agents, sup p contractors as well as to any temporary structures, scaffolding and protective fences. The Contractor shall have sole responsibility for ensuring the insurance coverage and limits required are obtained by subcontractors. NOTE: No contract shall form until and unless a copy of the Certificate of Insurance with Endorsement, properly completed and in the amount required, is attached hereto. Kittitas County Professional Services Agreement Page 18of19 EXHIBIT "D" REPORTING Contractor shall provide quarterly and annual progress reports by answeringthe questions provided in this Exhibit. Please submit progress reports to the clerk at hPa!thandhumanserviccs@co.J<_itti(as .wa.U_s by the Last day of the month following the quarter in which services were delivered. The report shall include, at a minimum: a A narrative of project activities during the reporting period, including the activities outlined in Exhibit A. o A narrative of project successes during the reporting period. a A narrative of project challenges during the reporting period. A narrative of progress made toward the project objectives in Exhibit A. 0 A data summary of the following outputs: o Number and percentage of people accessing services after referral o Number of organizational changes made to support improvement o Number of applicants screened for qualifying demographic information o Number of mental health clinics informed of the program The County retains the right to request clarification or additional information of the applicant as needed to assess project progress and/or appropriate use of funds. Failure to submit the required reports may result in delayed reimbursement payments, denial of invoices, or contract termination. Kittitas County Professional Services Agreement Page 19of19