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HomeMy WebLinkAboutFully executed agreement (2)KITTITAS COUNTY AMEN DM ENT TO: PHMH-003-2 Amendment #2 This Amendment ('Amendment") is made as of September 2nd, 2026 by and between Kittitas County (hereinafter "County"), a potiticat subdivision of the State of Washington, and Kittitas County Friends of Animats (hereinafter "Contractor"). WHEREAS, the parties entered into an agreement dated January 1,2O25 (lhe 'Agreement"); and WHEREAS, the contract received a scope of work amendment by resotution dated December 16th, 2025; and WHEREAS, the grantee has requested an extension to the termination of the grant through a forma[ 1-year RFP appl.ication; WHEREAS, the Behavioral. Heatth Tax Advisory Committee recommended this extension be granted; NOW THEREFORE, the parties agree as fotlows: 1. Amendment The Agreement is amended as fo[[ows: r Contract end date wil.t be December 31,2027. o The compensation wilt be increased f rom $e0,000 to a total not to exceed amount of $90,000. The Scope of workwitl be amended to read as foltows: The Contractor shal[ provide financiat veterinary assistance of up to $aOO per aid request for residents of Kittitas County who sel.f-attest to the fottowing: . They are unabte to pay for the needed veterinary care themselves, and r The animaL requiring care is a companion animal that supports the applicant's mental heatth And setf-attest to at least one of the fotlowing criteria: . They are a Youth age 17 and under' . They are a United States Veteran as defined by RCW 41.O4.OO7. . They are a senior age 65 and over. Kittitas County Amendment to: lLA, AGS, lnterDept. MOU (8/28125) Pagel ot 2 . They are experiencing homelessness. . They have a disabil.ity. 2. No Other Changes Att other terms of the Agreement remain unchanged and in futt force and effect. lN WITNESS WHEREOF, the parties have executed this Amendment as of the tatest date written be[ow. Kittitas County Amendment to: lLA, AGS, lnterDept' MOU (e128125) Page2ot 2 CONTRACTOR Signature Printed Name Titte Date: KITTITAS COUNTY MIBOARD OF COUNTY ta hairman Attest: ERS B Date a,4 lts lAt" chsmith, Cha rrman ss oner of the Jutie Kjorsvik Buchhotz SEAL BOARD OF COUNTY COMMISSIONERS COUNTY OF KITTITAS STATE OF WASHINGTON ^ffifl':yifI RESOLUTION TO AUTHORIZE CONTRACT AMEI\DMENT FOR A CONTRACT BETWEEN KITTITAS COUNTYAND KITTITAS COUNTYFRIEI\TDS OF ANIMALS WHEREAS, Kittitas County and Contractor e ntered into a professional services contract on January 1, ?A25, which is attached hereto and hereby incorporated by this refercnce; 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 LaJr"day of 2025, at Ellensburg, Washington. BOARD OF COLINTY COMMISSIONERS KITTITAS COLJNTY, WASHINGTON ABSENT Chair Vice-Chair of n Depufy Clerk of the Board Kittitas County Public Health Contract/Agreement Review Form ,,."'i. Public Health !, t' ,.t ,..,. ,-: t t i Today's Date: Contract/lnformation 11t13t2025 Legal Request #:12036 Fu nd/Depa rtment:1/1Oth of Mental Health Tax Agenda Date Contract/Agreement Agency: Kittitas County Friends of Animals contract/Ag reement Title: Contnct Amendment Resolution Friends of Animals End Date: 1213112026Begin Date: 0110112025 Contract/Agreement Summary: The amendment agreement pertains to changes regarding the scope of work. 1/1gth of 1Vo Mental Health and Chemical Dependency Tax funding award to provide financial veterinary assistance to animals owned by youth, veterans and seniors in Kittitas County. * 1r.'Vn,7 .<^/-e,J.- *-az*/n-t -+ Total 5 Amount: $60,000.00 Kittitas County Prosecutor and Auditor Review and Comment: /-2 -/'35 signdfur'e df RECEIVEf,: Dtc 0 ! 2025.<l ^r-^ ,A t*rt*J Date /J,s-]S DateSignatu re Au ditor's Bu lnformation Pass Thro 105 - 560.3134000Revenue Code(s) Expense Code(s):105 - 560.54101 Not Checked (reason)7l Rgency is not suspended/disbarred Agency to Pass Through Expense Code: Sub-Contract Approved Date; Amount to Pass Through ADMIN Version: 0 lnformation l{q9Ii:i 9tr rc't,:,oo!qgq_-_I By: Chelsey 11t24125,1:36 PM SAM'gov lSearch E en olficial website of the Urrited States governmeni EeIe s-h-sulygg-k!-aw Revolutionary FAR Overhaul lmpacts to SAM.gov Show Detai[s Aug 15,2025 Records Retention Poticy lmpacts Old SAM Registration Data Show Details Moy 21,2025 {:iix; i l ixi See All Alerts l$-snM.Gov" Home Search Data Bank Data Services Hetp AE trooo ) Saved SearchesSearch Allwords e.g.1606N020Q02 Filter By Keyword Search For more information on how to use our keyword search, visit our hetp guide Simpte Search O onoWords ; ) AttWords Exact Phrase e.g.1606N020Qa2 Search Editor x Federal Organizations ! l Enter Code or Name Y https:l/sam.gov/search/?page=1&pageSize=25&sort=-modiliedDate&sfm%5Bsimplesearch%5D%SBkeywordRadio%5D=ALL&sfm%5BsimpleSearch..113 11124t25, 1:36 PM Status SAM.gov I Search !vJ n.tiu" lnactive Showing1-1ofLresults FRIENDS OFANIMALS LINCOLN COUNTY Unigue EntitY lD CAGE Code RXTAM9NZDBX9 {blank) Reset O Contracting Federal Assistance Entity Information Federal Hierarchy Wage De Sort by Date Modified/UPdated EntitY Expiration Date Nov 4, 2026 Purpose of Registration Federal Assistance Awards Active Registration Physical Address 564TRACE CRK, HAMLIN, WV 25523 usA page 1 ofl > results per poge 25 Feedback Our Website Our Partners AboutThis Site Acquisition'gov Our CommunitY USASPending.gov Release Notes Grants'gov System Alerts More Partners Poticies Customer Service Terms of use HelP PrivacyPoticyCheckEntityStatus Restricted Data Use Federal Service Desk https://sam.govlsearchl?page=i &pagesize=2s&sort=-modifiedDate&stn%sBsimplesearch%5DoloSBkeywordRsdio%5D=ALl&sfm%5Bsimplesearch" ' All Domains 2t3 KITTITAS COUNTY AMEN DMENT TO: PHMH-003-2 Amendment #1 PROFESSIONAL SERVIC ES AGREEMENT Between KITTITASCOUNTY and Kittitas County Friends of Animals For Promoting Mental Health through Companion Anima[ Veterinary Suppon This Agreement is made by and between Kittitas County (hereinafter "the County")and Kittitas County Friends of Animats (hereinafter "Contractor"). The County and Contractor agree as fotlows: o Generat Conditions o ExhibitA (Scope of Work) o Exhibit B (Compensation) r Exhibit C (Proof of lnsurance) o Exhibit D (Reporting) copies of which are attached hereto and incorporated herein by this reference as futly as if set forth herein. The term of this Agreement shatl commence on 11112125-and continue unti[ 1 213112O26. Any party may terminate this Agreement by giving thirty (30) days' notice in writing either personatty detivered or maited postage-prepaid by certified mait, 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 lndemnification provisions set forth in Paragraphs 7 (lndependent Contractor), 9 (Taxes), 15 (Defense and lndemnity Agreement), 21 (Patent/Copyright lnfringement) and 24 (Confidentiatity), are totaily and futty part of this Agreement and have been mutuatty negotiated by the parties. Kittitas County Professionat Services Agreement Page 1 of 19 lN WITNESS WHEREOF, the parties have executed this Agreement this day or X/.A1nVet||-,202b. APPROVED: Etizabeth Torrey re of Signatory Date Pri Name of ry Kittitas County ProfessionaI Services Agreement Page 2 of 19 APPROVED: BOARD OF COUNry COMMISSIONERS KITTITAS COU NTY, WASH I NGTON an rk of oard Approved as to Form Deputy Prosecuting AttorneY n Gontractor's Address P.O. Box 1239 Ellensburg, WA 98926 Project Contact Name Andrea Wing Klttitas County Professional Services Agreement Page3of19 County's Address 205 West Sth Ave, Suite 108 Ettensburg, WA 98926 Project Gontact Name Kasey Knutson Titte Human Services Manager GENERAL CONDITIONS 1 . Sc o pe-ot C-ortra clprs-$e.nsicgs : Contractor agrees to provide to the County services and any materiats set fofth in the project narrative identified in Exhibit "A" during the Agreement period- No materiat, [abor, or facitities wiLt be furnished by the County, untess otherwise provided for in the Agreement' 2. Pe rf ormerce-afl&!,.rk: contractor shal,t perform work in accordance with, and shal't comptywith, atL of the provisions of this Agreement. Al.t work shatt compl'ywith appl'icabte codes and ordinances' 3. $ehgdule_d&_do_rnance : Untess directed otherwise by the County, the Contractor shatl' perform the work in accordance with any schedul.es made a part of this Agreement. 4. Fslrnillo-ns: 4.1 4.2 4.3 "AdditiOnaI lnsured'S" meanS the COunty, its SuCCessOrS and assigns, and the respective directors, officers, emptoyees, agents and representatives of the County and its successors and assigns' ,,support" means the fotLowin$: contractor's directors, officers, emptoyees, agents and representatives; and sub-contractors of any tier; the respective directors, officers, emptoyees, agents and representatives of these sub- contractors of anytier; and any other person or entity acting under the direction or control of, or on behal.f of, contractor or any contractor's sub- Contractors of any tier in connection with or incident to the performance of the Work or this A$reement' The ,,work,, means att of the duties tisted in Exhibit A and the pefformance of atl other obl.igations under this Agreement by contractor or its support. 5. ALLolJtrt-ing-ard!€vrnsnt for C.onI ic ' Payment to the contractor for seruices rendered u nder this Agreement shatt be as set forth in Exhibit "B". Where Exhibit "B" reql,lires payments bythe COunty, payment shatl' be based upon'bitiings, suppofted untess otherwise provided in Exhibit "8", bY documentation of units of work actuatty performed and amounts earned, inctuding where appropriate' the actuat number of days worked each month, total number of hours for the month, and the total doltar payment requested. Untess specificaLty stated in Exhibit "8" or approved in writing in advance by the Kittitas county Board of commissioners, the county witl' not reimburse the contractor for any costs or expenses incurred by the contractor in pedormance of this Agreement' Where required, the County sha[t, upon receipt of appropriate documentation' compensate the Contractor, no more often than monthty, through the Countyvoucher system' forthe Contractor'S Service pursuant to the fee schedute set fotth in Exhibit "8"' Kittitas Cou nty Professi o nal Se rvices Agreement Page 4 ot 19 6. AssignrnenJ and Subcontrac$ng: No portion of this Agreement may be assigned or subcontracted to any other individuat, firm or entity without the express and prior written approvaI of the County. The Contractor may only subcontract work contemptated under this agreement if it obtains the prior written approval of the County' lf the county approves subcontracting, the contractor shatt maintain written procedures related to subcontracting, as wetL as copies of atL subcontracts and records retated to subcontracts. For cause, the County in writing may require the Contractor to amend its subcontracting procedures as they retate to this agreement, prohibit the contractor f rom subcontracting with a particutar person or entity, or require the Contractor to rescind or amend a subcontract. Every subcontract shaLt bind the Subcontractor to fotl.ow att appl'icab[e terms of this agreement. The Contractor is responsible to the County if the Subcontractor fail's to comp1y with any appticabte term or condition of this agreement. The Contractor shatt appropriatel.y monitor the activities of the Subcontractor to assure fiscat conditions of this agreement. ln no event shatt the existence of a subcontract operate to retease or reduce the LiabiLity of the contractor to the county for any breach in the performance of the Su bcontractor's duties. Every subcontract shail. incl.ude a term that county is not l,iabte for ctaims or damages arising from a Subcontractor'S performance of the subcontract- 7. ln-dcpcn"d.snlC,snugelar: The Contractor's services shatt be furnished by the Contractor as an independent Contractor and nothing herein contained shaLt be construed to create a retationship of empLoyer- employee or master-servant, but att payments made hereunder and al't seruices performed shal.L be made and performed pursuant to this Agreement by the Contractor as an independent Contractor. The Contractor acknowtedges that the entire compensation for this Agreement is specified in Exhibit ,,8" and the contractor is not entitted to any county benefits including, but not timited to: vacation pay, hoLiday pay, sick leave pay, medica[, dental, or other insurance benefits' or any other rights or priviteges afforded to Kittitas county emptoyees. Contractorwill defend, indemnify and hotd harmtess the County, its AdditionaI lnsured's, officers, agents or emptoyees from any toss or expense, inctuding but not timited to settlements, judgments, setoffs, attorneys'fees or costs incurred by reason of claims or demands because of breach of the provisions of this paragraph. B.lloG*uana-rt*ef*o-f-Emplaylx-ed: Kittitas Cou nty Professio nal Services Agree ment Page 5 of 'l I The performance of att or part of this Agreement bythe Contractor shal't not operate to vest any employment rights whatsoever and shatl. 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. faxes: The Contractor understands and acknowtedges that the County witt not withhoLd FederaL or State income taxes. Where required by State or Federal taw, the Contractor authorizes the Countyto make withhotdingfor anytaxes otherthan income taxes (i.e. Medicare)' Al't compensation received bythe Contractorwitt be reported to the lnternat Revenue Service at the end of the catendaryear in accordance with the appLicabte IRS regulations. lt is the responsibitity of the Contractor to make the necessary estimated tax payments throuShout the year, if any, and the Contractor is solety liable for anytax obtigation arising from the Contractor's performance of this Agreement. The Contractor hereby agrees to indemnify the County against any demand to paytaxes arising from the Contractor's failure to pay taxes on compensation earned pursuant to this Agreement' The county wiu. pay sates and use taxes imposed on goods or services acquired hereunder as required by law. The Contractor must pay att other taxes incl'uding, but not [imited to: Business and Occupation Tax, taxes based on the Contractor's gross or net income, or personat property to which the County does not hotd titte. The County is exempt f rom Federal Excise Tax. 1 0. Regula-t-Loxs-andnsguir*e.nre$: This Agreement shal.t be subject to at[ laws, rutes and regulations of the United States of America, and State of Washington, and poLiticat subdivisions of the State of Washington, and to any other provisions set forth herein or in the attached exhibits. 11. Righlt_a3evlew: This contract is subject to review by any Federai or State auditor. The County or its designee shatt have the right to review and monitor the financiat and seruice components of this program bywhatever means are deemed expedient bythe County' Such review may occur with orwithout notice, and may inctude, but is not Limited to, on-site inspection by county agents or empl,oyees, inspection of a[[ records or other materiats which the County deems pertinent to the Agreement and its pedormance, and any and at[ communications with or evatuation by service recipients under this Agreement. The Contractor shalt preserve and maintain att financiat records and records relating to the performance of work under this Agreement for 6 years after contract termination, and shatt make them avaitabte for such review, within Kittitas County, State of Washington, upon request' 12. M_odlfi-c_ati-sn$: 12.1 Either party may request changes in the Agreement. Any and att' agreed modifications shatt be in writing, signed by each of the parties- Kittitas County Professional Services Agreement Page6of19 12.2 The County may, at any time, by written notice thereof to Contractor ("Change Notice") makes changes in the work within the generaI scope of this Agreement, including, but not timited to: (a) changes in, revisions to, substitutions for, additions to or deLetions of anyWork; {b}changes in schedute; and (c) acceteration, deceleration or suspension of performance of anyWork. 12.3 lf any change in the Work causes an increase or decrease on Contractor's cost of, or the time required for, performance of the Work, an equitabte adjustment in the compensation to contractor and in the schedute forthe pedormance of the work shatt be made to reftect such an increase or decrease. 12.4 12.5 Notwithstanding any dispute or delay in arriving at a mutuatLy acceptabte equitabte adjustment, Contractor shalt proceed in accordance with att Change Notices. The Contractor must, within thirty (30) days after receipt of any Change Notice that does not Set forth any acceptabte adjustment, submit to the County a written Statement settingforth any adjustment claimed' lf any change resutts in a decrease in the Work performed, Contractor shali be entitted to compensation aSsociated with Ghanging the Work, such as revising design aLready compteted, revising caLcul"ations atready performed, and revising documents. 1 3. IerminalioafsrDslau-ll: lf the Contractor defaults by faiting to per-form any of the obLigations of the Agreement or becomes insotvent or is dectared bankrupt or commits any act of bankruptcy or insotvency or makes an assignment for the benefit of creditors, the County may, by depositing written notice to the Contractor in the U.S. mai[, postage prepaid, terminate the Agreement' and at the County's option, obtain pedormance of the work elsewhere' lf the Agreement is terminated for defautt, the contractor shall not be entitted to receive any further payments underthe Agreement untiL attwork catted for has been futty performed. Any extra cost or damage to the County resutting from such defau[t(s) shatt be deducted from any money due or coming due to the contractor. The contractor shalt bear any elitra expenses incurred by the County in compteting the work, and att damage sustained, or which may be sustained by the County by reason of such defautt. lf a notice of termination for defautt has been issued and it is later determined for any reason that the Contractor was not in defautt, the rights and obtigations of the parties shaLt be the same as if the notice of termination had been issued pursuant to the Termination for Pubtic Convenien ce ParagraPh hereof. 1 4. Ieimrtratio n f o riu b tic Canvenienc€: Kittitas Cou nty Professio naI Services Agreement PageT ot 19 The County may terminate the Agreement in whote or in part whenever the County determines, in its sote discretion that such termination is in the best interests of the County' Whenever the Agreement is terminated in accordance with this paragraph' the Contractor shatt be entitted to payment for actuat work performed at unit contract prices for completed items of work. ln the event of such termination, an equitabl'e adjustment shatt be made in the com pensation payabLe to contractor. An equitabte adjustment in the contract price for partiatty compteted items of work will be made, but such adjustment shaLt not incl.ude provision for toss of anticipated profit on deteted or uncompteted work. Termination of this Agreement bythe County at anytime during the term, whether for defautt or convenience, shall not constitute a breach of contract bythe CountY. 1 5- Defiefls-q&lndemnis,agreemenl: The contractor agrees to and shatt defend, indemnify and hotd harmtess the county, its Additionat lnsured's, appointed and eLective officers, agents and empl'oyees' from and against al.t Loss or expense, incLuding but not timited to judgments, setttements' attorney's fees and costs by reason of any and al't ctaims and demands upon the County' its Additional lnsUred'S, its el,ected or appointed officiaLs, agents, or empLoyees for damages because of personal or bodity injury, inctuding death at any time resul.ting therefrom, sustained by any person or persons and on account of damage to propefty inctuding 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 etecied officers, employees or their agents' except on[y such injury or damage as shatt have been occasioned by the sol'e negti$ence of the county' its AdditionaL lnsured's, appointed or etected officiats, agents, or emptoyees' lt is further provided that no Liabitity shatl, attach to the county by reason of entering into this contract' except as expressty provided herein. 1 6. l|1duntrial-Ln€urancel/Uaiyej: with respect to the performance of this Agreement and as to ctaims against the county' its Additionat lnsured,s, officers, agents and empl,oyees, the contractor expresstywaives its immunity under Titte 51 of the Revised code of washington, the lndustriat lnsurance Act' for injuries to its empl.oyees and agrees that the obtigations to indemnify, defend and hotd harmtess provided in this agreement extend to any cl'aim brought by or on behatf of any empl.oyee of the contractor. This waiver is mutuatty negotiated bythe parties to this Agreement. 1 7. Ventre-and*C-baice-of.law: ln the event that any Litigation shoutd arise concerning the construction or interpretation of any of the terms of this Agreement, the venue of such action of titigation shatt be in the Superior Court of the State of Washington in and for the County of Kittitas. This Agreement shatL be governed by the taw of the State of Washington' Kittitas County ProfessionaI Services Agreement PageBofl9 1 B. \&ilx ho-td ingPay-menl: ln the event the contractor has faited to perform any obtigation to be pedormed by the Contractor under this Agreement within the time set forth in this Agreement, then the County may, upon written notice, withhotd atl monies due and payabLe to Contractor, without penatty, untit such faiture to perform is cured or otherurise adjudicated' 1 9. Eul.ue- N.-o-n:AlLo-cetipl--qt-Eund$: lf sufficient funds are not appropriated or attocated for payment under this ASreement for any future fiscat period, the Countywil.t not be obtigated to make payments for services or amounts incurred after the end of the current fiscat period. No penatty or expense shatl accrue to the County in the event this provision appiies' 20. e-on$asE)r Commitmelats.-WarranUq$ and Ro : The contractor represents and warrants to the county as fo[[ows: 20.1 The Contractor is duty incorporated, val.idty existing and in good standing under the laws of the state of washington and has att requisite corporate power and authority to enter into and to perform its obtigations under this Agreement. 2A.2 The Contractor has the authority to execute this Agreement, to make the representations and warranties set forth in it and to perform the obl'igations of the contractor under this Agreement in accordance with its terms. 20.3 This Agreement has been vatidly executed by an authorized representative of the Contractor and constitutes a valid and tegatty binding and enforceabLe obtigation of Contractor' 20.4 The contractor has or wilL obtain prior to the commencement date such ticenses, permits and other authorizations from federat, state and other governmentat authOrities, as are necessary for the performance of itS obtigations under this Agreement' 2A.5 The contractor is not in viol.ation of any appticable law, ordinance or regutation the consequence of which witt or may materiatly affect Contractor's abiLity to perform its obtigations under this Agreement' The contractor is not subject to any order or judgment of any court, tribunat or governmentaL agency which materiatty and adversety affects its operations or assets in the State of Washington, or its abitity to perform its obtigations under this Agreement. 20.6 None of the representations orwarranties in this A$reement, and none of the documents, statements, certificates or schedutes furnished or to be furnished by Contractor pursuant hereto or in connection with the performance of the obtigations contemptated under this Agreement, contains or witl contain any untrue statement of a materiat fact or omits or wil.L omit to state a materiat fact necessary to make the statements of fact contained therein not misleading' Kittitas County ProfessionaI Services Agree ment Page9of19 2 1 . P-ate"nt1-Co pynglrtlnf rix$e m e nt : contractorwitt defend and indemnify the countyfrom any ctaimed action, cause or demand brought against the County; to the e)ctent such action is based on the ctaim that information supptied by the contractor infringes any paient or copyright. The contractor wil't pay those costs and damages attributabte to any such cl,aims that are final'ly awarded against the County in any action. Such defense and payments are conditioned upon the fottowing: 21 .1 Contractor shal,t be notified promptty in writing by County of any notice of such ctaim. 21.2 Contractor shal.t 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 ctaim of infringement is made, provided no reduction in performance or toss resutts to the CountY- 22. Diagutes: 22.1 GeLue-ral Differences between the Contractor and the County, arising under and by virtue of the Agreement Documents shatt be brought to the attention of the county at the eartiest possibte time in order that such matters may be settted, or other appropriate action promptty taken. Except for such objections as are made of record in the manner hereinafter specified and within the time timits stated, the records, orderS, instructions, and decisions of the Kittitas County Commissioners shatt be final' and conclusive' 22.2 blrr-tice of Pote$iarclaim$ The contractor shall. not be entitted to additionat compensation which othenruise may be payabl.e, or to extension of time for (1) any act or faiture to act by the county, or (2) the happening of any event or occurrence, untess the Contractor has given the County a written Notice of Potentiat Ctaim within ten (10) days of the commencement of the act, failure, or event giving rise to the ctaim, and before finat payment by the County. The written Notice of Potentiat ctaim shal,t set forth the reasons for which the contractor betieves additionaI cornpensation or extension of time is due, the nature of the cost invotved, and insofar as possibl.e, the amount of the potentiat ctaim. Contractor shatl' keep fuLL and comptete daity records of the work performed, Labor and materiat used, and all. costs and additionat time ctaimed to be additiona[. 22.3.Lerailej-elaim The contractor shal,l, not be entitted to ctaim any such additional' compensation, or extension of time, untess within thirty (30) days of the comptetion of the portion of the workfrom which the ctaim arose, and before finat payment by the county, the contractor has given the county a detaited written statement of each element of coSt or other compensation requested Kittitas Co u nty Professio na I Se rvices Agreement Page10of19 and of ail, etements of additionat time required, and copies of any supporting documents evidencing the amount or extension of time ctaimed to be due' 23. Ownatsjrip of ltems P-r,qduccd: Al.t writings, programs, data, publ.ic records or other materiats prepared bythe Contractor and/or its consultants or sub-Contractors, in connection with the pefformance of this Agreement shatt be the sole and absotute property of the county. 24. -Qsnfidenlially: The Contractor, its emptoyees, sub-Contractors, and their emptoyees shat[ maintain the confidential.ity of aLL information provided by the County or acquired by the 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. contractorshattimmediatety$ivetothecountynoticeofanyjudicialproceedings seeking disclosure of such information. contractor shaLt indemnify and hotd harmless the County, its Additional lnsured's, officiats, agents or emptoyees from att toss or expenSe' inctuding, but not timited to setttements, judgments, setoffs, attorneys'fees and costs resuLtingfrom 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 for-th etsewhere in the Agreement, for al.l. purposes underthis Agreement, except seruice of process, notice shatt 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 5th Ave, suite 10g, Eltensburg, wA 98926. Notice to the cOntractor for al't purposes under this Agreement shatt be $iven to the address reftected on the signature page' Notice may be given by detivery or by depositing in the U.S. Mail, first ctass, postage prepaid' 26. Sever:ahility: lf any term or condition of this Agreement or the application thereof to any person(s) or circumstances is hetd invatid, such invatidity shal,l, not affect other terms, conditions or apptications which can be given effect without the invalid term, condition or appl'ication' To this end, the terms and conditions of this Agreement are decl'ared severable' 27 Misestlanesue: 27.1 The County's faiture or delay to insist upon strict performance of any of the provisions of this A$reement or to exercise any rights or remedies under this Agreement shal,t not be construed as a waiver or rel'inquishment to any extent of its right to assert or rety upon any such provisions, rights or remedies in that or any other instance; rather the same shatl be and remain in futl force and effect. Kittitas County Professionat Services Agreement Page '1 1 of 19 27.2 27.3 27.4 This Agreement embodies the entire Agreement between the county and contractor, and supersedes any and att prior agreements, regarding the work' No change, amend ment or modification of any provisions of this Agreement shal.t be val,id unl,ess set forth in a written instrument signed by the party to be bound therebY. The rights and remedies of the County set forth in any provision of this Rgreement 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 Suppolt or by taw. TheheadingsofsectionsandparagraphsofthisAgreementarefor convenience of reference onty 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 shatl not be deemed a waiver of any prior or subsequent breach. No terms or conditions of this Agreement shaLt be hetd to be waived' modified or deLeted except by an instrument, in writing, signed bythe parties hereto' 29. Survivat: Theprovisionsof paragraphs 7,g,11,13,'14,15,16, 17,18'19'20'21'22'23'24'28'30'and 31, g2shail. survive, notwithstanding the termination or invatidity of this Agreement for any reason. 30. No.!-di.sEriminalitr: 30.1 The County is an equat opportunity emptoyer' go'2 Nsxdis-criminatien in Emptoyment ln the performance of this Agreement, theContractorwitlnotdiscriminate againstanyemptoyeeorappticantforempl'oymentonthegroundsofrace, creed, cotor, nationat origin, sex, sexual' orientation, marital status, age or thepresenceofanysensory,mentatorphysicathandicap;providedthat the prohibition against discrimination in emptoyment because of handicap shaLt not appty if the particutar disabitity prevents the proper performance of the particutarworker invotved' The contractor shat[ ensure that appticants are emptoyed, and that emptoyees are treated during emptoyment without discrimination because of their race, creed, cotor, nationat origin, sex, sexuat orientation, marital Status, age or the presence of any Sensory, mental or physical, handicap. Such action shal.t include, but not be Limited to: empioyment, upgrading, demotion or transfers, recruitment or recruitment advertising, Layoff or termination, rates of pay or other forms of compensation, and programs for training inctuding apprenticeships' The Contractor shal.l. take such action with respect to this Agreement as may be Kittitas County ProfessionaI Services Agreement Page12of19 30-3 30.4 required to ensure fult compl,iance with locat, state and federal laws prohibiting discrimination in em ptoyment' i\to-adissrlminatladn-S-efl lass The Contractor witl not discriminate against any recipient of any services or benefits provided for in this Agreement on the grounds of race, creed, color, nationat origin, sex, sexual orientation, maritaI status, age or the presence of any sensory, mental or physical handicap. lf any assignment and/or subcontracting has been authorized by the County, said assignment or subcontract shal,t inctude appropriate safeguards against discrimination. The Contractor shalt take such action as may be required to ensure futt comptiance with the provisions in the immediatety preceding paragraphs herein. 31, eresaitjng-\&age: The contractor shatl, pay the prevail.ing rate of wages to att workers, laborers, or mechanics emptoyed in the performance of any part of the work in accordance with Rcw 39'1 2 and the rutes and regutations of the Department of Labor and lndustries. The schedute of prevail.ing wages rates for the Locatity or Loca[ities of the work is determined by the lndustriat Statistician of the Department of Labor and Industries. lt is the Contractor's responsibility to verify the appticabte prevaiting wage rate. lt is understood that the Contractor is responsibLe for obtaining and completing atl' required government forms and submitting same to the proper authorities' Disputes regarding prevail.ing wage rates shal.t be referred for arbitration to the Director of the Department of Labor and lndustries. The arbitration decision shatt be final' and conctusive and binding on att parties invoLved in the dispute as provided for by RCW 39.12.060. 3 2. Debalm:e_n t gerli.fiaetion-: The Contractor certifies that it: 32.1 ls not presentty debarred, suspended, proposed for debarment, declared inel.igibte or voluntaril.y exctuded from covered transactions by any Federal dePartment or agencY. g2.2 Has not within a three-year period preceding the execution of this contract with Kittitas county, been convicted of or had a civit 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, viotation of Federat or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, fatsification or destruction of records, making fatse statements, tax evasion, receiving stolen property, making fal,se ctaims, or obstruction of justice. Klttitas County ProfessionaI Se rvices Agreement Page 13 of 19 32.3 ls not presentty indicted for or otherwise criminatty or civil.Ly charged by a governmentat entity (Federat, State, or tocat) with commission of any of the offenses enumerated in paragraph 32.2 of this section' g2.4 Has not within a three-year period preceding the preceding the execution of this contract with Kittitas County had one or more pubtic transactions (Federat, State, or tocat) terminated for cause of default' Kiftitas County Professionat Services Agreement Page 14of 19 EXHI lT nAil SCOPE OF WORK The Contractor shal.l provide financiat veterinary assistance of up to $gOO per aid request for residents of Kittitas County who setf-attest to the fottowing: 1) They are unabLe to pay for the needed veterinary care themselves, and 2) The animat requiring care is a companion animal that supports the appticant's mentat heatth And setf-attest to at teast one of the fottowing criteria: 1) Theyare ayouth age17 and under, or 2l They are a United States Veteran as defined by RCW 41.A4-AQ7, or 3) They are a senior age 65 and over. AdditionaL project activities inctude: Project Objective: lncreasing Prevention and EnhancingAccess to Care and Services r Update Apptication for Assistance to include grant criteria r Devetop tanguagelftiers advertising the new grant program r Share the ftiers with mentaL heatth cl,inics and vet offices in Kittitas County r Accept apptications for assistance & distribute funds to quatifying appticants Kittitas County Professionat Services Agreement Page 't5 of 19 FXHIBIT "8" COMPENSATION As futt compensation for satisfactory performance of the work, the County shatt pay the Contractor com pensation of $60,000. Attowabte expenses are Limited to the provision of veterinary financiat aid in amounts of up to g300 per request. Any uses of these funds outside of this use must be approved by Kittitas County in advance of the expenditure, in writing' Ail, funds must be spent by 12/312A26. No extension of the funding period witt be granted' AL[ funding is based on Local. tax and fee revenue. lf tocat economic conditions resutt in insufficient funds to compensate at the stated tevels, the County reserves the ri$ht to renegotiate funding amounts to remain within avail.able revenue batances. The County witl' notify the Contractor immediatety if financial, forecasting or actua[s indicate such a circumstance. Reimbursement Procedures A. The Contractor shatt submit invoices for seruices due once a month, which shalt be emaited to Katie odiaga, Kittitas county Pubtic Heatth Department, at kal ie.a-dlaga @c o- kittita s"wa' u s-. B. Att involces must be submitted by the 20th day of the month fottowing the catendar month in which services were delivered' C. The Contactor must provide adequate backup documentation to support costs in each invoice. This includes a generat tedger from the financiat accounting system detaiting transactions and expenditure dates for attowabte activities within the period of performance. Payro[l. expenses must show empl'oyee names, hourly rate' number of hours, totaI pay, and project code. Benefits can be one line item but shoutd inctude project code. Non-payrott expenses must inctude a copy of the receiPt or PaYment invoice' D. Att invoices must inctude invoice data and an invoice number. E. Att invoices rnust atso be accompanied by an updated Contractor Spending Form, as provided by Kittitas county, to ensure that bitting record keeping matches county records. F. Faiture to submit required monthLy del.iverabLe reports as outl'ined in Exhibit A: scope of work may result in detayed reimbursement payments or deniat of invoices. G. Kittitas County is not tiabte for seruices provided untess the invoice is received on time or prior arrangements are agreed to in writing signed by the county' H. ln no event shatl, payments under this agreement totat more than $60,000' Kittitas Co u nty Professiona I Services Agreement Page16of19 EKHlBll"c" PROOFOF INSURANCE The contractor shatL secure and maintain in effect at all, times during performance of the work such insurance as wiLt protect contractor, its support and the Additional lnsured's from atl. ctaims, losses, harm, costs, tiabil,ities, damages and eXpenses arising out of personaI injury (incLuding death) or property damage that may result from pefformance of the work or this Agreement, whether such performance is by contractor or any of its Support. Al,t insurance shatt be issued by companies admitted to do business in the state of washington and have a rating of A-, class Vll or better in the most recentl'y pubLished edition of Best's Repons untess otherwise approved by the County' lf an insurer is not admitted, atL insurance pol,icies and procedures for issuing the insurance policies must compl,ywith Chapter 48'15 RCW and284-15 WAC' The Contractor shatl provide proof of insurance for: 1 ) Commetcjat Gener:al Liabitity Insur-ance'' "o:'"fl,::3'3:3 nl*u:","ij' Projec'i .$t,000,000products&comptetedoperationSaggregate . $t,000,000 personat and advertising injury, each offense . Certificate Hotder- Kittitas County , The Certificate must name the County as additionaI insured as defined in the Agreement I SixtV (60) days written notice to the County of canceltation of the insurance Policy. 2\ StoP-9aP-M'' coveraff,:Hffi::""T:::il"". . $1,000,000 disease - Pol'icy timit . $1,000,000 disease - each emPtoYee . ThirtV (30) days written notice to the County of cancettation of the insurance Pol'icY. 3) Cs m m arc i a I Auto m ob i-Lp Li a bilitV"hilJra n c e' Kittitas Cou nty Professional Services Agreeme nt Page 17 of 19 Automobite Liabitityfor owned, non-owned, hired, and leased vehicles, with an Mcs 90 endorsement and a cA 9946 endorsement attached if 'poLl,utants' are to be transported' Coverage timits not less than: . $1,000,000 combined single timit Thifty (30)days written notice to the county of cancettation of the insurance PolicY. o1 1'untru*ffiffffipensation in amounts required by raw. contractor shal,t furnish the county a certificate of lnsurance with Endorsement as evidence that poticies providing insurance required by this Agreement are in fu[[ force and effect. Contractor hereby waives att rights of recourse, inctuding any right to which another may be subrogated, against Kittitas County for personat injury, inctuding death' and property damage. Contractor's insurance poLicies required above shat[ be primary insurance and shaLt be non-contributing with any other insurance maintained by Kittitas County. The contractor shail. assume full. responsibitity for at[ toss or damage from any cause whatsoever to any toots, contractor's emptoyee-owned toots, machinery, equipment, or motor vehictes owned or rented by the Contractor, or the Contractor's agents, Suppliers or contractors as we[[ as to Any temporary structures, scaffolding and protective fences' The Contractor shatt have sole responsibitity for ensuring the insurance coverage and Limits required are obtained by subcontractors' NOTE: No contract shatt form until, and unless a copy of the Certificate of lnsurance with Endorsement, properly completed and in the amount required, is attached hereto' Kittitas County Professional Services Agreement Page18of19 I EXHIBIT"D'' REPORTING Contractor shatl. provide quarterly and annuat progress reports by answering the questions provided in this Exhibit. Ptease submit progress reports to the cl'erk at healthandh.umanservi-c-es@co.kittjtas',!ua.us bythe Last day of the month fottowingthe quarter in which services were detivered. The report shal,l inctude, at a minimum: r A narrative of project activities during the reporting period, inctuding the activities outtined in ExhibitA. r A narrative of project successes during the reporting period. o Anarrative of project chal.l,enges duringthe reporting period. r A narrative of progress made toward the project objectives in Exhibit A. o A data summary of the fotl'owing outputs: o Numberand percentage of peopte accessing services after referrat o Number of organizationat changes made to support improvement o Number of appticants screened for qualifying demographic information o Number of mentaL heatth cl.inics informed of the program The County retains the right to request ctarification or additionat information of the appLicant as needed to assess project progress and/or appropriate use of funds' Faiture to submit the required reports may resutt in deLayed reimbursement payments, deniaL of invoices, or contract termination. Kittitas County Professionat Services Agreement Page19of19 I Kittitas County Public Health Contract/Agreement Review Form Kittita5 County Public Health Department Today's Date 12t04t2024 Legal Request#:l lruL Fund/Department:111Oth of Mental Health Tax Agenda Date: lnformation Bu lnformation Pass Thro lnformation Agency to Pass Through Amountto PassThrough Expense Code: 5ub-Contract Approved Date : contractfAgreement Agency: Kittitas County Friends of Animals Contract/Agreement Title: Promoting Mental Health through Companion AnimalVeterinary Support Begin Date: 0114112025 End Date: 1213112026 Total $ Amount: $60,000.00 Contract/Agreement *: PH M H-003 Contract/Agreement Summ ary: 1/1Oth of 1a/o Mental Health and Chemical Dependency Tax funding award to provide financial veterinary assistance to animals owned by youth, veterans and seniors in Kittitas County. Kittitas County Prosecutor and Auditor Review and Comment: tt/r*- /4.-t { S re s Offi a*"(tr* Date l-tt 'zr sien;iu re of Auditor"d office Date 105 - 560.3134000Revenue Code{s) 105 - 560.54101Expense Code(s): t'Not Checked {reason)Agency is not suspended/disbarred WrW ADMIN Version: 0 Supersedes:0 Date Adopted : 12/0il2A24 Modified By: Katie Odiaga Approval By: Chelsey Loeffers 1f7125,12:35PM G An official website of the United States government , Scheduled Login.gov Maintenance lmPactto SAM.gov Show Details Jon 3,2025 SAM.gov Scheduled Maintenance Show Details Dec 18,2424 SeeAllAlerts A A Eg E Search Results Saved Searches + SAM.gov lseardt J$"snM-Gov" Home Search Data Bank Data Services Help Search AttWords e.g.1606N020Q02 Select Domain Al[ Domains Filter By Keyword Seerch For more information on how to use our keyword search, visit our help guide I simpt€ search search Editor Q RnvwotatoO f) lltwordr U [ *roPhrr.. 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Yes Go back Feedback o SAM.gov I Search Our Partners Acquisition.gov USASpending.gov Grants.gov More Partners Customer Service Help Check Entity Status Federal Service Desk ExternaI Resources Contact A unRrurne This is a U.S. ceneraI Services Administration Federal Governrnent computer system that is "FOR OFFIGIAL USE O]lLY'r' This system is subject to monitoring. lndivlduals found performing unauthorized activities are subject to disciplinary action including criminalprosecution. This system contains Controlled Unclassified lnformation (CUl). Alt individuals viewing, reproducing or disposing of this information are required to protect it in accordance with 32 CFR Part 2002 and GSA Order CIO 2l-03.2 CU I Policy' 5AM.gov A^n cfflciaI uiebsite cf ihc U.S. Ger:er;i Sei'rrices Adn-rinistra'iioi"i https://sam.gov/search/?page=1&pagesize=25&sort=-modifiedDate&sfrno/o5Bsimplesearch%5D%SBkeywordRadio%5D=ALL&sfrn%SBsimplesearch' 2n PROFESSIONAL SERVICES AGREEMENT Between KITTITAS COUNW and Kittitas County Friends of Animats For Promoting Mentat Heatth through Gompanion AnimatVeterinary Support This Agreement is made by and between Kittitas Counry (hereinafter "the County") and Kittitas County Friends of Animats (hereinafter "Contractor")' The County and Contractor agree as fotlows: copies of which are attached hereto and incorporated herein by this reference as futly as if set r Generat Conditions c Exhibit A (ScoPe of Work) r Exhibit B (ComPensation) r Exhibit C (Proof of lnsurance) r Exhibit D (RePorting) forth herein Kittitas County ProfessionaI Services Agreeme nt Page 1 of 19 The term of this Agreement sha[[commence on 1/1/2O25-and continue unti|' 12131/2O26' Any parry may terminate this Agreement by giving thirty (30) days' notice in writing either personatly detivered or maited postage-ir"puiO by certified mait' return receipt requested' to the pafty's tast known address for the purposes of giving notice under this paragraph' Contractor acknowtedges and by signingthis Agreement agrees that the lndemnification provisions set forth in r;aragraphs 7 (lndependent Contractor), 9 (Taxes), 15 (Defense and lndemnityAgreement),21 (Patent/copyright lnfringement)and 24 (confidentiatity)' are totatly and futl.y pan of this Atreement and have been mutuatty negotiated bythe parties' lNW|TNEssWHEREoF,thepartieshaveexecutedthisAgreementthis 4{b day or ,2025 APPROVED: Etizabeth TorreY Signature of Signatory Date: APPROVED: BOARD OF COU NW COMMISSIONERS KITTITAS COU NW, WASH TNGTON e n (-. oner Print Name o atoryf M,/441,- ard Approved as to Form: Deputy Prosecuting Attorney Kiititas C ounty Professiona t Services Agreement Page2of19 lo.s O(_) Contractor's Address P.O. Box 1239 Ettensburg WA98926 Prolect Contact Name El.izabeth TorreY Kittitas Cou nty P rofessio na t Services Agreernent Page 3of 19 County's Address 205 West 5rh Ave, Suite 108 Ettensburg, WA 98926 Proiect Contact Name KaseY Knutson Titte Human Services Manager GENERAL CONDITIONS 1 . Sqope-.sfggnftaelgr's Services : contractor agrees to provide to the county services and any materiaLs set forth in the proiect narrative identified in Exhibit "A" during the Agreement period' No material' [abor' or facil'ities wiu be furnished by the county, untess otherwise provided for in the Agreement' 2. Perlormanceof-Worki ., tL,- Contractor shatt perform work in accordance with, and shati compty with, al[ of the provlslons of this Agreement. Att work shal.t compty with appLicabte codes and ordinances' 3. Sclhedute of Performanee: Unless directed othelwise by the County, the Contractor shatl perform the work in accordance with any schedutes made a part of this Agreement' 4. Definitlanl: 4.1 "AdditionaI lnsured'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 fottowing: contractor's directors, officers' employees' agents and representatives; and suo-contractors of any tier; the respective directors, officers, empl.oyees, agents and representatives of these sub- Contractorsofanytier;andanyotherpersonorentityactingunderthe 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 att of the duties Listed in Exhibit A and the performance of att other obtigations under this Agreement by contractor or its support' 5. Accp-unfin payment to the contractor for services rendered under this Agreement shal't be as set forth in Exhibit ,,8,,. Where Exhibit "8" requires payments by the County, payment shati be based upon bitlings, supported untess othenruise provided in Exhibit "8", by documentation of units of work actua11y 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' doll'ar payment requested. untess specificaLl.y stated in Exhibit "B" or approved in writing in advance bythe Kittitas county Board of commissioners, the countywitt not reimburse the contractor for any costs or expenses incurred by the Contractor in performance of this Agreement. where required, the county shatl, upon receipt of appropriate documentation' compensate the contractor, no more often than monthty, through the county voucher system, for the Contractor's service pursuant to the fee schedute set forth in Exhibit "B"' Kitiitas Co unty Frofessionai Se i-vi ces Agi"eem e nt Page4of19 6. Assignment and Subcontracting: No portion of this Agreement may be assigned or subcontracted to any other individua[' firm or entity without the express and prior written approvaI of the County' The Contractor may onty subcontract work contempl'ated under this agreement if it obtains the prior written approvat of the County' lf the county approves subcontracting, the contractor shat[ maintain written procedures related to subcontracting, as welt as copies of alt subcontracts and records related to subcontracts. For cause, the county in writing may require the contractor to amend its subcontracting procedures as they rel.ate to this agreement, prohibit the contractor from subcontractingwith a particutar person or entity, or require the Contractor to rescind or amend a subcontract. Every subcontract shatl bind the subcontractor to foLlow att appticabte terms of this agreement. The Contractor is responsibie to the County if the Subcontractor fail's to comply with any appticable term or condition of this agreement' The contractor shatl appropriatel.y monitor the activities of the Subcontractor to assure fiscal' conditions of this agreement- ln no event 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 shatl include a term that county is not tiabl'e for ctaims or damages arisingfromaSubcontractor'sperformanceofthesubcontract. 7. Lndegendgnlf"-o-nlractor: The contractor's services shaLl. be f urnished by the contractor as an independent contractor and nothing herein contained shatL be construed to create a retationship of emptoyer- emptoyee or master-servant, but all payments made hereunder and att services performed shatl'bemadeandperformedpursuanttothisAgreementbytheContractorasan i ndePende nt Contractor. The Contractor acknowiedges that the entire compensation for this Agreement is specified in Exhibit ,,8,, and the contractor is not entitl'ed to any county benefits including' but not timited to: vacation pay, hol.iday pay, sick leave pay, medical, dental, or other insurance benefits' or any other rights or privil'eges afforded to Kittitas County emptoyees' contractor witt defend, indemnify and hol,d harm[ess the county, its Additional lnsured's' officers, agents or empl.oyees from any loss or expense, incl'uding but not I'imited to settlements, judgments, setoffs, attorneys'fees or costs incurred by reason of ctaims or demandsbecauseofbreachoftheprovisionsofthisparagraph' B. No Guarantee-ollEmployme nt: Kiiiitas County Professional Services Agreernent Page5ot19 The performance of al,l, or part of this Agreement bythe contractor shalt not operate to vest any emptoyment rights whatsoever and shatl' not be deemed to guarantee any emptoyment of the Gontractor or any emptoyee of the contractor or any sub-contractol or any employee of anysub-ContractorbytheCountyatthepresenttimeorinthefuture. 9. Taxes: The Contractor understands and acknowtedges that the county witl' not withhold Federal or State income taxes. Where required by State or Federal [aw, the Contractor authorizes the county to make withhotding for any taxes other than income taxes {i'e' Medicare)' AtL compensation received by the contractor witl be reported to the Internat Revenue service at the end of the caiendaryear in accordance with the appticabte IRS regutations' lt is the responsibility of the Contractor to make the necessary estimated tax payments throughout the year, if any, and the contractor is sotety liabte for anytax obti$ation arisingfrom the Contractor's performance of this Agreement. The Contractor hereby agrees to indemnify the counry against any demand to pay taxes arising from the contractor's faiture to pay taxes on compensation earned pursuant to this Agreement' The county witt pay sates and use taxes imposed on goods or services acquired hereunder as required by taw. The Contractor must pay alL other taxes inctuding, but not limited to: Business and Occupation Tax, taxes based on the Contractor's gross or net income' or personat propefty to which the County does not hold tit[e' The County is exempt from Federal Excise Tax. t o. Begd$ianffodnsqui re ment: This Agreement shatl be subject to atl [aws, rules and regutations of the United states of America, and State of Washington, and potitical' subdivisions of the State of Washington' and toanyotherprovisionsSetforthhereinorintheattachedexhibits. 11. Br€ht-Lo*Rsvrew: This contract is subject to review by any Federal, or State auditor' The County or its designee shal,[ have the right to review and monitor the financial' and service components of this program by whatever means are deemed expedient by the county' such review may occur with or without notice, and may include, but is not limited to, on-site inspection by county agents or emptoyees, inspection of all records or other materiats whlch the County deems pertinent to the Agreement and its performance, and any and atl communications with or evaluation by service recipients under this Agreement' The contractor shall preserve and maintain alt financial records and records retating to the performance of work under this Agreement for 6 years after contract termination, and shaLt make them availabte for such l."uiu*, within Kittitas County, State of Washington' upon request' 12. Mg-dilica-tions: 12.1 Either party may request changes in the Agreement. Any and atl agreed modifications shat[ be in writing, signed by each of the pafties' Kittitas County Professional Services Agreemeni Page6of19 l2.2 The county may, at anytime, bywritten notice thereof to contractor ("change Notice,,)makeschangesintheWorkwithinthegeneratscopeofthis Agreement,inctuding,butnotl'imitedto:(a)changesin'revisionsto' substitutionsfor,additionstoordetetionsofanywork;{b)changesin schedule;and(c}acce[eration,decelerationorsuspensionofperformanceof anYWork' 12.3 lf any change in the work causes an increase or decrease on contractor's cost of, or the time required for, performance of the Work, an equitabte adjustment in the compensation to contractor and in the schedute for the performance of theWorkshall.bemadetoreftectsuchanincreaseordecrease' 12.4 Notwithstanding any dispute or delay in arriving at a mutuatty acceptabl'e equitabl.e adjustment, contractor shalt proceed in accordance with att change Notices. The contractor must, within thirty {30) days after receipt of any ChangeNoticethatdoesnotsetforthanyacceptabl'eadjustment,submitto theCountyaWrittenstatementSettingforthanyadjustmentctaimed' 12.5 lf any change resutts in a decrease in the work performed' contractor shatt be entitl'edtocompensationassociatedwithchangingtheWork,suchasrevising designatreadycompl'eted,revisingcatculationsatready.performed,and revising documents' 1 3. leminaliadar-Defagll: tf the Contractordefautts byfailingto perform anyof the obligationsof the.l8r131entor becomes insolvent or is decLared bankrupt or commits any act of bankruptcy or insotvency or makes an assignment for the benefit of creditors, the county may' by depositin$ written notice to the contractor in the U.S. mait, postage prepaid, terminate the Agreement' and at the county's option, obtain performance of the work elsewhere' lf the Agreement is terminated for defautt, the contractor shatt not be entitted to receive any further payments under the Agreement untii all work cal'l'ed for has been fuLty pedormed' Any extra cost or damage to the County resultingfrom such default{s)shal'l' be deducted from any money due or coming due to the Contractor. The Contractor shall' bear any extra expenses incurred by the County in compl.eting the work, and al,t damage sustained' orwhich may be sustained by the County by reason of such defaul't' lf a notice of termination for defautt has been issued and it is tater determined for any reason that the contractor was not in defautt, the rights and obtigations 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' 1 4. Ielminalpn f orPuh|le*eolvenience: Kittitas County Professional Services Agreement PageT ot 19 The County mayterminate the Agreement in whote or in paft wheneverthe 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 shatt be entitl.ed to payment for actuaI work performed at unit contract prices for compteted items of work. ln the event of such termination, an equitabte adjustment shal't be made in the compensation payable to contractor' An equitabl,e adjustment in the contract price for partial'ty compl'eted items of work wiLt be made, but such adjustment sha[tnot inctude provision for toss of anticipated profit on deteted or uncompleted work. Termination of this Agreement by the County at any time during the term, whether for defautt or convenience, shal[ not constitute a breach of contract by the CountY. 15. Defens-e & lndemoityAgrcemenl: The Contractor agrees to and shatl. defend, indemnify and hoid harmless the County' its Additionat lnsured's, appointed and eLective officers, agents and emptoyees' from and against att toss or expense, incLuding but not I'imited to judgments' setttements' attorney's fees and costs by reason of any and al't ctaims and demands upon the County' its Additional lnsured's, its e[ected or appointed officiats, agents, or emptoyees for damages because of personat or bodity injury, inctuding death at any time resutting 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 propeny is due to the negLigence of the Contractor, its sub-Contractors, its eLecied officers, emptoyees or their agents' except only such injury or damage as shal.l have been occasioned by the sote negl'igence of the county' its Additionat lnsured's, appointedOr etected officiats, agents, or emptOyees' lt is further provided that no Liabilityshalt attach to the County by reason of entering into this contract' except as expressLy provided herein' 16.leM: With respect to the performance of this Agreement and as to ctaims against the County' its Additionat lnsured,s, officers, agents anO emptoyees, the Contractorexpresstywaives its immunity underTitl,e 51 of the Revised Code of Washington, the lndustriaI lnsurance Act' for injuries to its employees and agrees that the obl'igations to indemnify' defend and hold harmtess provided in this agreement extend to any ctaim brought by or on behal'f of any employee of the Contractor. This waiver is mutuatty negotiated bythe parties to this Agreement. 17' Venue and chqiCe OILAW ^ ^^^^nrninr rho nr retation of ln the event that any titigation shoutd arise concerning the construction or interp any of the terms of this Agreement, the venue of such action of titigation shatt be in the Superior Court of the Staie of Washington in and for the County of Kittitas' This Agreement shaLt be governed bythe I'aw of the State of Washington' Kitiitas Cou niy Professional Services Agreernent Page8ofl9 1 S. wilhhotdin&Pavmenl: ln the event the contractor has faited to perform any obtigation to be pedormed by the Contractor under this A$reement within the time set forth in this Agreement' then the County may, upon written notice, withhotd att monies due and payabte to contractor, without penatty, until. such fail.ure to perform is cured or otherwise adjudicated' 1 9. F:rtureNsftAltoeition-alEund$: lf sufficient funds are not appropriated or atlocated for payment under this Agreement for any future fiscal. period, the Countywitt not be obligated to make payments for services or amounts incurred after the end of the current iiscat period' No penatty or expense shalt accrue to the County in the event this provision appties' 20. The r represents and warrants to the County as follows: The Contractor iS duty incorporated, vatidty existing and in good standing under the Laws of the state of washington and has aLL requisite corporate powerandauthoritytoenterintoandtoperformitsobtigationsunderthis Contracto 20.1 20.2 24.3 20.4 20.5 20.6 Agreement. The contractor has the authority to execute this Asreement, to make the representations and warranties set forth in it and to perform the obtigations oftheContractorunderthisAgreementinaccordancewithitsterms. This Agreement has been vatidLy executed by an authorized representative of the Contractor and constitutes a valid and tegall'y binding and enforceable obtigation of Contractor' The contractor has or witt obtain prior to the commencement date such [icenses, permits and other authorizations f rom federal, state and other governmental authorities, as aIe necessary for the performance of its obLigations under this Agreement' The contractor is not in uiotution of any appl'icabte [aw, ordinance or reguLation the consequence of which witl' or may material'l'y affect Contractor,sabil'itytoperformitsobl,igationsunderthisAgreement.The contractorisnotsubjecttoanyorderorjud$mentofanycourt,trrbunalor governrnentat agency which materiaLLy and adversety affects its operations or assets in the state of washington, or its abitity to perform its obtigations under this Agreement. NoneoftherepresentationsorwarrantiesinthisAgreement,andnoneof the documents, statements, ceftificates or schedutes furnished or to be furnishedbyContractorpursuantheretoorinconnectionwiththe performanceoftheobl.igationscontemp[atedunderthisAgreement, contains or witt contain any untrue statement of a materia|' fact or omits or wilt omit to state a materiai fact necessary to make the statements of fact contained therein not misteading' Kiftltas County Professionai Services Agreemeirt Page9of19 z 1 . Pate nV,Lopytighl-J nf rin gem ent; contractor wit|. 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 ctaim that information suppiied by the contractor infringes any patent or copyright'-.The contractor witt pay those costs and damages attributabte to any such ctaims that are final'ty awarded against the County in any action. Such defense and payments are conditioned upon the fol'towing: 21 .I Contractor shatl. be notified jromptty in writing by County of any notice of such claim' 21.2 Contractor shal,t have the right, hereunder, at its option and expense, to obtain for the county the right to clntinue using the information, in lhe event such claimofinfringementismade,providednoreductioninperformanceorloss results to the County 22. Disgu-te-s: 22.1 22.2 22.3. Kittiias Coun iy Proiess jo nai Services Agreement Page10of19 General DifferencesbetweentheContractorandtheCounty,arisingunderandby virtueoftheAgreementDocumentsshattbebroughttotheattentionofthe County at the eartiest possibte time in order that such matterS may be Settled, orotherappropriateactionprompt|ytaken.ExceptforSuchobjectionsaSare made of record in the manner hereinafter specified and within the time timits stated, the records, orders, instructions' and decisions of the Kittitas county Commissioners shal'[ be final and conctusive' N ot ice ojlPole nti al Cta i ms ThecontractorSha|l'notbeentitl,edtoadditionaLcompensationwhich otherwisemaybepayable,ortoextensionoftimefor(1)anyactorfaituretoacl by the County, or (Z; ifre happening of any event or occurrence' unless the contractor has given the county a written Notice of Potential claim within ten (10)daysofthecommencementoftheact,failure,oreventgivingrisetothe cLaim,andbeforefinal.paymentbytheCounty.ThewrittenNoticeofPotential cLaim shatl set forth the ,"uron. for which the contractor believes additional compensationorextensionoftimeisdue,thenatureofthecostinvolved,and insofaraspossibl'e,theamountofthepotential.ctaim.contractorshall.keep ful'l.andcompl.etedaityrecordsoftheworkper{ormed,taborandmaterial used, and att costs ani additionat time cl,aimed to be additionat. Detsilad-Qlaim The Contractor shal'1, not be entitl'ed to ctaim any such additional' compenSation,orextensionoftime,unlesswithinthirty(30)daysofthe completionoftheportionoftheworkfromwhichthecl'aimarose,andbefore finatpaymentbytheCounty,theContractorhasgiventheCountyadetailed written statement of each etement of cost or other compensation requested and of al.t etements of additionat time required, and copies of any supporting documents evidencing the amount or extension of time cl'aimed to be due' 23. gwnership of ltems ProdLrced: Att writings, programs, data, publ,ic records or other materiats prepared by the Contractor and/orits consultants or sub-Contractors, in connection with the performance of this Agreement shal.t be the sote and absoiute property of the county. 24. cCInfidentialiu: The contractor, its emptoyees, sub-contractors, and their emptoyees shatl maintain the confidentiatity of att 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 Prosecutin$ Attorney or an order entered by a court after havin$ acquired jurisdiction over the county. contractor shail. immediatel.y give to the county notice of any judiciat proceedings seeking discl.osure of such information. Contractor shalt indemnify and hotd harmtess the county, its AdditionaI lnsured's, officiats, agents or emptoyees from atl loss or expense' inctuding, but not timited to setttements, judgments, setoffs, attorneys'fees and costs resuLtingfrom 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 bieached by such acts. 25. Notice: Except as set forth eLsewhere in the Agreement, for a[t purposes under this Agreement' except service of process, notice shatl' be given by the Contractor to the department head of the department for whom services ,r" |.*nd.r*d, and to the Kittitas CounW Commissioners' 205 W 5,h Ave, Suite 108, Et[ensburg, WA 98926' Notice to the Contractorfor al'[ purposes under this Agreement shatt be given to the address reftected on the signature page' Notice may be given by detivery or by depositing in the U.S. MaiL, first ctass' postage prepaid' 26. seyeIabliily: lf any term or condition of this Agreement or the apptication thereof to any person(s) or circumstances is hel.d invatid, such invatidily shatl' not affect other terms' conditions or appl.ications which can be given effect without the invatid term, condition or appLication' To this end, the terms and conditions of this Agreement are declared severabte' !'lirc-ellaneous: 27 .1 The counry's failUre or detay 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 retinquishment to any extent of its right to assert or rely upon any such provisions, rights or remedies in that or any other instance; rather the same shatl' be and remain in fuLt force and effect. 27 Kittitas County Professional Services Agreemeni Page11of.1 9 27.2 This Agreement embodies the entire Agreement between the county and contractor, and supersedes any and atl' prior agreements' regarding the work' Nochange,amendmentormodificationofanyprovisionsofthisAgreement shatt be vatid untess set forth in a wriften instrument signed by the partyto be bound therebY' 27 .g The rights and remedies of the County set fofth in any provision of this Agreement are in addition to and do not in any way timit any other rights of remedies afforded to the county by any other provisions of this Agreement' by any of Contractor's Support or by taw' 2T,4TheheadingsofsectionsandparagraphsofthisAgreementarefor convenience of reference onty "nJura not intended to restrict' affect or be of anyweightintheinterpretationo,."on,tructionoftheprovisionsofsuch sections or ParagraPhs' 28. Waiver: waiver of any breach or condition of this Agreement shatl' not be deemed a waiver of any prior orsubsequentbreach'NotermsorconditionsofthisAgreementshall'behetdtobewaived, modified or deteted except by an instrument, in writin$, signed by the parties hereto' 29. Survivat: The provisions of paragraphs 7,g,11,19'14'"t5' 16' 17'18'19'20'21'22'23'24' 28' 30' and 3l,32shattsurvivu,not*ithrtandingtheterminationorinval'idityofthisAgreementforany reason. 30. N-ondis-cr.iminali-sn: 30.1 The County is an equal opportunity emptoyer' 3o.2 Non-d]ssrimiu@ ln the pefformance of tlls Agreement, the contractorwiLt not discriminate againstanyemployeeorappticantforemptoymentonthegroundsofrace, creed,col.or,nationatorigin,sex,sexuatorientation,maritalstatus,ageor the presence of ,ny ."11,ory, mental or physicat handicap; provided that theprohibitionagainstdiscriminationinempl.oymentbecauseof handicapshal.l.notapp|yifthepafticutardisabitirypreventstheproper performanceoftheparticutarworkerinvotved.TheContractorshat[ensure thatappl'icantsareemployed,andthatemployeesaretreatedduring emptoyment without discrimination because of their race, creed, co[or, .nationatorigin,sex,sexua[orientation,maritalstatus,ageorthepresenceof anySenSory,mentalorphysicat'handicap.Suchactionshattinctude,butnot be timited to: empl,oy*"ni, upgrading, demotion ortransfers, recruitment or recruitment advertising, tayoff ir termination, rates of pay or other forms of compensation,andprogramsfortraininginctudingapprenticeships.The Contractorshatttakesuchact|onwithrespecttothisAgreementasmaybe Kitiitas County Professionat Services Agreement Page 12 of 19 requiredtoensureful'tcomptiancewith[oca[,stateandfederallaws prohibiting discrimination in empl'oyment' N o nd isc rimi nptiorl-in Se.rvices The contractor witt not discriminate against any recipient of any services or benefits provided for in this Agreement on the grounds of race, creed, color, nationat origin, sex, sexual orientation, maritaI status, age or the presence of any sensory, mental or physical handicap' lf any assignment and/or subcontracting has been authorized by the county' said assignment or subcontract shatt include appropriate safeguards against discrimination. The contractor shal.t take such action as may be required to ensure ful.l, compLiance with the provisions in the immediatety preceding paragraphs herein- submitting same to the proper authorities 39.12.060. Klttitas County ProfessionaL services Agreement Page13of19 30.3 30.4 31. PJ€vailngWage: The Contractor shatt pay the prevaiting rate of wages to alt workers' iaborers' or mechanics emptoyed 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 lndustries' The schedule of prevaiting wages rates for the tocality or Locatities of the work is determined by the lndustriat statistician of the Department of Labor and lndustries' lt is the contractor's responsibitity to verify the applicabte prevailing wage rate' lt is understood that the contractor is responsibl.e for obtaining and compl"eting all. required government forms and Disputes regarding prevaiting wage rates shatt be referred for arbitration to the Director of the Department of Labor and lndustries. The arbitration decision shatt befinal and conclusive and binding on aLt parties invol.ved in the dispute as provided for by RCW 3 2. De,b-armel!*egdiflcalon: The Contractor certifies that it: 32.1 ls not presentty debarred, suspended, proposed for debarment, declared inel.igibte or votuntarity excl,uded from covered transactions by any FederaI 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 civit judgment rendered against them for commission of fraud or a criminal offense in connection withobtaining,attempt|ngtoobtain,orperformingapubticorprivate agreement or transaction, viotation of Federal or State antitrust statutes or commissionofembezz[ement,thett,forgery,bribery,fa[sificationor destructionofrecords,makingfalsestatements,taxevasion,receiving Stolenproperty,makingfatseclaims,orobstructionofjustice. 32.3 32.4 ls not presentty indicted for or otherwise criminatl'y or civiLty charged by a governmentat entity(Federa[, State, or locat}with commjssion of any of the offenses enumerated in paragraph32'2of this section' Has not within a three-year period preceding the preceding the execution of this contract with Kittitbs county had one or more publ.ic transactions {Federal., State, or Locat) terminated for cause of defautt' Kifi itas County Professionai Services Agreement Page 14 of 1 I EXHIBIT "A" SCOPE OFWORK The Contraotor shal,l. provide financial veterinary assistance of up to $300 per aid request for residents of Kittitas county who setf-attest to the foltowing: 1) They are unabte to pay for the needed veterinary care themsetves, and 2) Theanimat requiring care is a companion animai that supports the appl'icant's mental heal.th And sel.f-attest to at I'east one of the fotl'owing criteria: 1 ) They are a youth age 17 and under, or 2) They are a United States Veteran as defined by RCW 41,a4.oo7 ' or 3) They are a senior age 65 and over. Additional. p roject activities i nctude : Project Objective: tncreasing Prevention and Enhancing Access to Care and Services r Update Appl.ication for Assistance to incLude grant criteria r Develop I'anguage/fl'iers advertising the new grant program r Share the ftiers with mentat heaLth ctinics and vet offices in Kittitas County I Accept applications for assistance & distribute funds to quatifying appticants Kittitas County Professionat Services Agreement Page ''l 5 of 19 EXHIBIT "B'' COMPENSATION As ful,t compensation for satisfactory performance of the work, the CounV shat[ pay the Contractor com pensation of $60,000' Attowabte expenses are timited 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' Al.t funds must be spent by 121311202*6. No extension of the funding period witt be granted' Att funding is based on toca[ tax and fee revenue' lf Locat economic conditions result in insufficient funds to compensate at the Stated levels, the County reserves the right to renegotiate funding amounts to remain within avaitabl'e revenue batances' The county wil'l notify the Contractor immediatel.y if financiat forecasting or actuats indicate such a circumstance. Reimbursement Procedures A. The Contractor shatl. submit invoices for services due once a month' which shalt be email.ed to Katie odiaga, Kittitas county PubLic HeaLth Department, at :.;-i i: :-r it:1 :;: r:;,- .i<.llirr:! :,.111:i . -l -1. a. A1 inuoi.., ru.t l. .rnrin"d by the 20th day of the month fottowing the calendar month in which services were delivered' C. The Contactor must provide adequate backup documentation to Support costs in each invoice. This incl.udes a general Ledger from the financial accounting system detaiting transactions and expenditure dates for attowable activities within the period of performance. Payrort expenses must show empl'oyee names' hourly rate' number of hours, totat pay, and project code. Benefits can be one [ine item but shoutd incLude proiect code. Non-payrott expenses must incl'ude a copy of the receiPt or Payment invoice. D.Al'tinvoicesmustincl'udeinvoicedataandaninvoicenumber. E. Atl. invoices must al,so be accompanied by an updated Contractor Spending Form' as provided by Kittitas county, to ensure that bil'l'ing record keeping matches CountY records. F. Fail,ure to submit required monthl,y deliverabte reports as outl'ined in Exhibit A: ScopeofWorkmayresultindel'ayedreimbursementpaymentsordenialof invoices. G. Kittitas County is not Liabl,e for services provided untess the invoice is received on tirne or prior arrangements are agreed to in writing signed by the county' H. tn no event shatl^ payments under this agreement total more than $60'000' Kittitas County ProfessionaI Services Agreement Page 16 of 19 The contractor shaLt secure and maintain in effect at atl times during performance of the Work such insurance as wiil. protect contractor, its Support and the Additionat lnsured's from alt claims, losses, harm, costs, tiabil'ities, damages and expenses arising out of personal, injury (including death) or property damage that may resul't from performance of the work or this Agreement, whether sucn [erformtntt is by Contractor or any of its Support. Al.t insurance shatt be issued by companies admitted to do business in the state of Washington and have a ratin$ of A-, Ctass Vll or better in the most recentty published edition of Best,s Repofts untess otherwise approved by the County. lf an insurer is not admitted, a[l insurance policies and procedures for issuing the insurance poticies must compty with Chapter 48.15 RCW and 284-15 WAC' The Contractor shal.l' provide proof of insurance for: EXHlBlT"cl' PROOFOF INSURANCE . Coverage timits not less than: . $t,000,000 per occurrence per project r $2,ooo,ooo generat aggregate . $1,000,000 products & compl'eted operations aggregate . $1,000,000 personaI and advertising injury' each offense r Certificate Hotder- Kittitas County .TheCertificatemustnamethecountyasadditionatinsuredas defined in the Agreement ' SixtY (60) days written notice to the County of cancettation of the insurance PoticY' Stop Ga P/Em Ptoye-rs. Liabitity' . Coverage timits not less than: . $t,000,000 each accident . $1,000,000 disease - PoticY timit . $1,000,000 disease - each emPtoYee I ThirtY (30) days written notice to the County of cancellation of the insurance PoticY' 3) eo m m-ercjalAulomob ils Li a bltily I n su ra n c e - 1) 2l Kittitas County ProfessionaL Services Agreement Page .l 7 o{ 19 Automobite Liabil.ity for owned, non-owned' hired' and leased vehictes, with an MCS 90 endorsement and a CA 9946 endorsement attached if 'potlutants' are to be transported' Coverage timits not less than: . $1,000,000 combined singl'e I'imit Thirty (30) days written notice to the County of cancel[ation of the insurance Pol'icY. 4) workers'q?r?.:l pensation in amounts required by Law. Contractor shalL furnish the County a Certificate of lnsurance with Endorsement as evidence that poticies providing insurance required by this Agreement are in fuLt force and effect. contractor hereby waives att rights of recourse, inctuding any right to which another may be subrogated, against Kittitas county for personat injury, inctuding death' and property damage. Contractor's insurance pol'icies required above shal'l' be primary insurance and shal.l be non-contributing *itft uny other insurance maintained by Kittitas CountY. The contractor shatt assume futt responsibitity for alt toss or damage from any cause whatsoever to any tools, contractor's emptoyee-owned toots, machinery, equipment' or motor vehicles owned or rented by the contractor, or the contractor's agents, supptiers or contractors as wetl. as to any temporary Structures, scaffot'ding and protective fences' The Contractor ShaLt have sote responsibil,ity for ensuring the insurance Coverage and timits required are obtained by subcontractors' NOTE: No contract sharl form untit and untess a copy of the Certificate of lnsurance with Endorsement, property compl.eted and in the amount required, is attached hereto' a Kirtitas County Professional Services Agreement Page 18 of 19 EXHIBIT''D" REPORTING Contractor shatt provide quarterty and annuaI progress reports by answeringthe qUestions provided in this Exhibit. Please submit progress reports to the cterk at hea ltnandl-r rimanse rvices@co, Kit"itas.ilia. us by the Last day of the month fol'towing the quarter in which services were detivered' The report shatt inctude, at a minimum: r A narrative of project activities during the reporting period, includingthe activities outtined in Exhibit A. r A narrative of project successes during the reporting period' oAnarrativeofprojectchattengesduringthereportingperiod. r A narrative of progress made toward the project objectives in Exhibit A' r A data summary of the fol'towing outputs: o Number and percentage of peopl,e accessing services after referraI oNumberolorganizationatchangesmadetosupportimprovement o Number of appl.icants screened for quatifying demographic information o Number of mentat heatth c[inics informed of the program The county retains the right to request ctarification or additionaI information of the appticant as needed to assess project progress andlor appropriate use of funds' Faiture to submit the required reports may result in deLayed reimbursement payments' denial, of invoices, or contract termination' Kittitas County Professionat Services Agreement Page19of19