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KOA HILLS CONSULTING, LLC
PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement (the "Agreement"), is entered into as of the date and year
set forth below (the "Effective Date"), by and between GRANT COUNTY ("Recipient"), a
Washington County, and KOA HILLS CONSULTING, LLC, a Nevada limited liability company
("Service Provider").
WHEREAS, Recipient desires to engage Service Provider to provide certain consulting services
to Recipient, and Service Provider desires to perform certain consulting services for Recipient, which
services will be more fully set forth in specific Statements of Work (as defined below)
NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Recipient and Service Provider agree as follows:
1. Services.
a. Recipient engages Service Provider, and Service Provider hereby accepts this engagement,
to provide certain consulting services related to the business or products of Recipient (any service
performed by Service Provider for Recipient is hereinafter referred to as, the "Services"), which Services
shall each be described and performed as more specifically set forth in each Statement of Work entered
into by the parties and attached to this Agreement, substantially in the form of Exhibit A attached hereto
(each, a "Statement of Work"), pursuant to the terms and conditions specified in this Agreement.
b. Each Statement of Work shall include the following information, if applicable: (i) a
detailed description of the Services to be performed pursuant to the Statement of Work; (ii) the date upon
which the Services will commence and the term of such Statement of Work; (iii) the fees to be paid to
Service Provider under the Statement of Work; (iv) the implementation plan, including a timetable,
milestones and payment schedules; (v) any criteria for completion of the Services; and (vi) any other
terms and conditions agreed upon by the parties in connection with the Services to be performed pursuant
to such Statement of Work.
c. If Recipient desires to change the scope or performance of the Services or any Statement of
Work, it shall submit details of the requested change to Service Provider in writing. Service Provider
shall, within ten (10) business days after such request, provide a written estimate to Recipient of: (i) the
likely time required to implement the change; (ii) any necessary variations to the fees and other charges
for the Services arising from the change; (iii) the likely effect of the change on the Services; and (iv) any
other impact the change might have on the performance of this Agreement. Promptly after receipt of such
information, the parties shall negotiate and agree in writing on the terms of such change (a "Change
Order"). Neither party shall be bound by any Change Order unless mutually agreed upon in writing in
accordance herewith.
2. Term; Termination. This Agreement shall commence as of the Effective Date and shall continue
thereafter until the expiration of the Term (as defined in the applicable Statement of Work), unless sooner
terminated pursuant to the terms hereof. In the event Recipient fails to remit payment for amounts of any
invoice within the thirty (30) days of receipt of Service Provider's invoice, Service Provider may suspend
performance of the Services upon written notice to Recipient until payments due are received. If any
amount remains unpaid for five (5) business days after written notice by Service Provider to Recipient of
Recipients' failure to timely pay such amounts, Service Provider may terminate this Agreement upon
written notice to Recipient. In addition, either party shall have the right to terminate this Agreement upon
sixty (60) days written notice.
3. Obligations of Service Provider; Representations and Warranties.
a. Service Provider shall: (i) before the date on which the Services are to start, obtain, and at
all times during the Term of this Agreement maintain, all material licenses and consents and comply with
all relevant state, federal and local laws, rules or regulations of any governmental entity or body
(collectively, "Laws"), applicable to the provision of the Services; and (ii) comply with, and ensure that
all employees or subcontractors, if any (together, "Personnel"), comply with, all rules, regulations and
policies of Recipient that are communicated to Service Provider in writing, including security procedures
concerning systems and data and remote access thereto, and general health and safety practices and
procedures.
b. Service Provider is responsible for all Personnel and for the payment of their
compensation, including, if applicable, withholding of income taxes, and the payment and withholding of
social security and other payroll taxes, unemployment insurance, workers' compensation insurance
payments and disability benefits.
c. Service Provider represents and warrants to Recipient that: (i) it has full power and
authority to execute and deliver this Agreement and to perform its obligations hereunder, and that the
execution, delivery and performance of this Agreement and all other agreements contemplated hereby
have been duly authorized; (ii) it shall perform the Services using Personnel of required skill, experience
and qualifications and in in accordance with industry standards for similar services; and (iii) it is in
material compliance with, and shall perform the Services in compliance with, all applicable Laws.
Notwithstanding anything contained herein to the contrary, Service Provider makes no representation or
warranty with respect to any Recipient data, information or materials, or any Recipient Intellectual
Property Rights (as defined herein) incorporated into or used in connection with the Services. As used in
this Agreement, "Intellectual Property Rights") means all (a) patents, patent disclosures and inventions
(whether patentable or not), (b) trademarks, service marks, trade secrets, trade dress, trade names, logos,
corporate names and domain names, together with all of the goodwill associated therewith, (c) copyrights
and copyrightable works (including, without limitation, software and computer programs), mask works,
and rights in data and databases, (d) trade secrets, know-how and other confidential information, and (e)
all other intellectual property rights, in each case whether registered or unregistered and including all
applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of
protection in any part of the world.
4. Obligations of Recipient; Representations and Warranties
a. Recipient shall: (i) cooperate with Service Provider in all matters relating to the Services;
respond promptly, but in any event within thirty (30) business days, to any Service Provider request to
provide direction, information, approvals, authorizations or decisions that are necessary for Service
Provider to perform Services in accordance with the requirements of this Agreement; and, (iii) ensure that
information and materials provided to Service Provider are complete and accurate in all respects.
b. Recipient represents and warrants to Service Provider that: (i) it has full power and
authority to execute and deliver this Agreement and to perform its obligations hereunder, and that the
execution, delivery and performance of this Agreement and all other agreements contemplated hereby
have been duly authorized; (ii) it is in material compliance with all applicable Laws; (iii) Recipient's is
not currently infringing and will not infringe on any Intellectual Property Right of any third party, and, as
of the date hereof, there are no pending or threatened claims, litigation or other proceedings against
Recipient by any third party based on an alleged violation of any Intellectual Property Rights.
5. Payment Terms.
a. In consideration of the provision of the Services by Service Provider and the rights granted
to Recipient under this Agreement, Recipient shall pay the fees set forth in the applicable Statement of
Work.
b. Where the Services are provided on a time basis: (i) the fees payable for the Services shall
be calculated in accordance with Service Provider `s hourly fee rate set forth in the applicable Statement
of Work, in minimum units of 1/4 hours; and (ii) Service Provider shall issue invoices to Recipient weekly
in arrears for its fees for time for the immediately preceding week, together with a description of the work
performed for each time entry.
c. Where Services are provided for a fixed price, the total fees for the Services shall be the
amount set out in the applicable Statement of Work and shall be payable to Service Provider in
installments as set out in the Statement of Work.
d. Service Provider shall issue invoices to Recipient in accordance with the terms of this
Section or any applicable Statement of Work, and Recipient shall pay all invoiced amounts due to Service
Provider within thirty (30) days after Recipient's receipt of such invoice. If fees are not paid promptly
(within 30 days of the date of invoice), a carrying charge of one and a 1/2 percent (1.5%) per month will be
assessed on the unpaid balance of the statement from the date of invoice. Payments will be accepted by
cash, check, money order, bank draft, wire transfer and ACH direct deposit into Service Provider's
account.
e. Recipient shall be responsible for all sales, use and excise taxes, and any other similar
taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any
amounts payable by Recipient hereunder; provided, that, in no event shall Recipient pay or be responsible
for any taxes imposed on, or with respect to, Contactor's income, revenues, gross receipts, personnel or
real or personal property or other assets.
6. Independent Contractor. The relationship of Service Provider to Recipient is that of independent
contractor and not that of partner, member, joint venturer, employee or agent. Nothing contained in this
Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint
enterprise, employment or fiduciary relationship between the parties. This Agreement shall not be
construed to make either party the agent or legal representative of the other party for any purpose
whatsoever, and neither party is granted any right or authority to assume or create any obligations for, on
behalf of, or in the name of the other party. Each party agrees that it will neither represent, nor allow
itself to be held out as an agent of, or partner or joint venturer with the other party.
7. Protection of Recipient's Confidential Information.
a. Definition of Confidential Information. As used herein, "Confidential Information" means
and includes: (a) any non-public knowledge or information relating to the business, operations and affairs
of Recipient, disclosed by Recipient to Service Provider in the course of Service Provider's engagement
by Recipient or the performance of the Services; and (b) any trade secrets of either party will be entitled to
all of the protections and benefits under the Nevada Trade Secrets Act, Nevada Revised Statutes §§
600A.030 et seq. and any other applicable law. None of the foregoing obligations and restrictions applies
to any part of the Confidential Information that the receiving party demonstrates was or became generally
available to the public other than as a result of a disclosure by the receiving party.
b. Protection of Confidential Information. In connection with this Agreement, Service
Provider may have access to Confidential Information of Recipient. Service Provider agrees that at all
times during and after Service Provider's engagement by Recipient, Service Provider will hold in trust,
keep confidential, and not disclose to any third party or make any use of the Confidential Information of
Recipient, except for the benefit of Recipient and in the course of Service Provider's performance of any
Services for Recipient. Notwithstanding the foregoing, Service Provider may disclose Confidential
Information if and to the extent that such disclosure is required by law, court order, or order from a
regulatory body having jurisdiction over either of the parties hereto.
8. Return of Property. Upon termination of Service Provider's engagement with Recipient, (a) Service
Provider shall, upon Recipient's written request, either return or destroy, in its sole discretion, all of
Recipient's Confidential Information, and (b) Service Provider shall return to Recipient any keys,
equipment or other personal property of Recipient, to Recipient.
9. Indemnification; Limitations on Liability.
a. Each party shall defend, indemnify and hold harmless the other party and its shareholders,
officers, directors, members, managers, employees, agents, successors and permitted assigns from and
against all claims, losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties,
fines, costs or expenses of whatever kind, including attorneys' fees and costs and the cost of enforcing any
right to indemnification hereunder and the cost of pursuing any insurance providers arising out of or
resulting from any claim, suit, action or proceeding arising out of or resulting from (a) the willful,
fraudulent or grossly negligent acts or omissions of such party, or (b) a claim that such party infringes any
Intellectual Property Right of a third party.
10. Notices. All notices, requests, demands, claims, and other communications hereunder shall be
in writing. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly
given
(i) when delivered personally to the recipient, (ii) one (1) business day after being sent to the recipient by
reputable overnight courier service (charges prepaid), (iii) one (1) business day after being sent to the
recipient by facsimile transmission or electronic mail, or (iv) four (4) business days after being mailed to
the recipient by certified or registered mail, return receipt requested and postage prepaid, and addressed to
the intended recipient as set forth on the signature page. Any party may change the address to which
notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the
other Parties notice in the manner herein set forth.
11. Entire Agreement. This Agreement and any applicable Statement of Work are the entire
understanding of the parties, and supersedes any other agreement, whether written or oral. This
Agreement may not be amended except in writing signed by both parties.
12. Severability. If a court finds any provision of this Agreement to be invalid, illegal or
unenforceable, the remainder of this Agreement shall remain in full force and effect. Upon such
determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall
negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely
as possible in order that the transactions contemplated hereby be consummated as originally contemplated
to the greatest extent possible.
13. Governing Law, Jurisdiction and Venue. This Agreement shall be governed by and construed
in accordance with the internal laws of the State of Washington without giving effect to any choice or
conflict of law provision or rule (whether of the State of Washington or any other jurisdiction) that would
cause the application of the laws of any jurisdiction other than those of the State of Washington. Any legal
suit, action or proceeding arising out of or related to this Agreement or the matters contemplated
hereunder shall be instituted exclusively in the federal or state courts located in Grant County, Washington
or the Eastern District of Washington in Spokane, Washington for federal court. Each party irrevocably
submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding and waives any
objection based on improper venue or forum non conveniens. Service of process, summons, notice or
other document by mail to such party's address set forth herein shall be effective service of process for
any suit, action or other proceeding brought in any such court.
14. Counterparts. This Agreement may be executed in one or more counterparts each of which
shall be deemed an original, but all of which together shall be deemed to be one and the same agreement.
A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission
shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
[signatures appear on following page]
[signature page to Professional Services Agreement]
Dated this rd day of October, 2023.
KOA HILLS CONSULTING, LLC, GRANT COUNTY,
a Nevada limited liability company a Washington County
By
J
By:
Printed: Printed:
ie
tlo' _5c
Rob Jones
Title: Title:
For Notice
Email: john@koahiUs.com
Address:
Attn-. John Schwartz
coo
Hoa Hills Consulting
PO Box 58
Reno, Nevada 89504
rk,;&-
For Notice
Einail:krsmith@granteountywa.gov
Address:
Attn: Katie R. Smith
Chief Financial Officer
Grant County
35 C St. NW
Ephrata, W.A. 98823
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Scope of Work
Grant County WA - Project Management Services
for Finance and Human Capital Management Implementation (112 Time)
and for Enterprise Asset Management Implementation (1/4 Time)
1 Introduction
This Statement of Work ("SOW') between Grant County, Washington, hereby known as "Customer", and Koa
Hills Consulting, hereby known as "Koa Hills", describes tasks and initiatives relating to the needs at Grant
County, Washington.
This document outlines the following:
• The scope of services being contracted for from Koa Hills
• Period of performance
• Project assumptions
• Acceptance criteria
• Change control
• Project Costs
2 Scope of Services
Initiatives or tasks not described in this SOW are agreed to be out -of -scope and not included in the SOW.
Either party may communicate change requests to the Other party through an agreed-upon Change Order
Process. The scope for this SOW is defined below.
2.1 Organizational Scope
The organizational scope includes all Customer departments, divisions, or other functional areas that
use the current ERP solution.
2.2 Geography and Language Scope
The geographical scope includes the United States and Grant County, Washington. Koa Hills will
schedule team members either to be onsite or to be available remotely, as appropriate.
2.3 User Scope
The user scope includes all of the Customer's active users of the current ERP solution.
2.4 Project Management Scope - 1/2 Time for 18 months for Finance and Human
Capital Management (HCM), and 1/4 Time for 9 months for Enterprise Asset
Management (EAM)
The scope of Project Management is for Koa Hills to assume the role of the Customer Project
Manager, 1/2 time for 18 months for Finance and HCM and 1/4 time for 9 months for EAM, in
managing each phase of the project. In this regard, Koa Hills will work with the Customer's designated
point of contact, and is considered the same as "Customer". The goal is to ensure that project
deliverables are provided as specified, on time and on budget.
SOW— Koa Hills Consulting — Grant County WA - PM Services (Finance and HCM 1/2 Time + EAM 1/4 Time)
Key tasks of project management to be performed by Koa Hills include:
• Conduct regular status meetings with core project team members
• Serve as the main point of contact for the Customer with the ERP Vendor
• Serve as the Customer Project Manager in monitoring and reporting on project status
• Collaborate with the ERP Vendor's Project Manager on the scheduling of resources and tasks
• Ensure that the ERP Vendor's project deliverables are fulfilled
• Monitor the progress of project tasks
• Monitor and control the project schedule
• Track the project budget
• Serve as the initial escalation point for all project issues
• Manage project change requests
• Conduct monthly status meetings with the Customer Steering Committee
The table below highlights Project Management deliverables for this project. These deliverables will
be created and maintained by Koa Hills with assistance from the ERP Vendor and Customer as
necessary.
Task List Tracks detailed project tasks required to complete project deliverables
Issues Log Tracks issues, priority, impact, owners, and status
Risk Register Tracks risks, likelihood, impact, risk owners, and mitigation strategies
Budget Tracker Tracks actual expenditures versus planned expenditures
Status Reports Communicates key project information to the Customer's Steering Committee
2.5 Change Management Scope - 200 Hours
Koa Hills Consulting uses the Prosci 3 -Phase Change Management Process and the ADKAR Model to
help organizations implement projects successfully. The primary reasons for applying change
management are to increase the probability of project success, manage employee resistance to
change, and to build change competency into the organization. Koa Hills change practitioners can
help organizations ensure an optimum ROI on projects by utilizing this methodology to increase speed
of adoption, increase "buy -in" and utilization, and optimize proficiency with the new product.
SOW— Koa Hills Consulting — Grant County WA - PM Services (Finance and HCM 1/2 Time + EAM 1/4 Time)
2
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During the Change Management process, Koa Hills works with your staff to prepare for the change. This is
done by conducting readiness assessments, performing risk analysis, anticipating resistance areas, assessing
sponsorship, preparing your team, designing special tactics, and developing an overall strategy related to
change.
Koa Hills will use the results of those activities to create plans for Communications, Sponsorship, Coaching,
Training, and Resistance Management. These plans are integrated with and executed alongside the overall
Project Plan.
Koa Hills will also work with your organization to help you reinforce the change. This is done by proactively
collecting feedback, auditing compliance with the new way of doing things, identifying gaps and areas of
resistance, implementing corrective actions, celebrating successes, and moving to the new way of doing
things. (See attachment for more details)
2.6 Training and Documentation Scope - 200 Hours
The scope of training and documentation is for Koa Hills to assist the Customer with all training and
documentation related to the implementation of Finance, HCM, and EAM in the ERP solution.
Key tasks for training and documentation to be performed by Koa Hills include:
• Configuration of eLearning software
o A license for an eLearning solution may be required if the Customer does not have a
current solution. Koa Hills may be able to provide an eLearning solution at an
additional cost.
• Assist in developing training materials to include:
o Old vs. New - Understanding the Old to Embrace the New
SOW— Koa Hills Consulting — Grant County WA - PIVI Services (Finance and HCIVI 1/2 Time + EAM 1/4 Time)
• Training & Education - Interactive Documentation, Training Guides, Quick Reference
One -Sheets & Quizzing
• Sustaining Success - Badging & Certification
Develop Training and Koa Hills will assist Customer in creating training and testing Koa Hills Customer
Testing Plans plans for normal business practices
Koa Hills will provide core team training, and some end-user Customer/Koa Koa
Training training; once trained, the Customer core team will provide Hills Hills/Customer
the majority of the training to the end users.
3 Period of Performance
The estimated Period,of Performance of this project will begin on 10/01/2023 and end on 03/30/2025.
4 Project Assumptions
Assumptions are factors that are considered to be known as true by the Customer and Koa Hills when
planning for this project. The list of assumptions made for this project are as follows:
• The Customer has the will and the authority to enter into the project.
• Adequate funding will be available to complete the project.
• The Customer will provide required resources and fulfill Customer's project responsibilities.
• The Customer will continue to provide strong, effective executive sponsorship for the project.
• The Customer will provide adequate, qualified staff resources to complete the project.
• The Customer will furnish and maintain the necessary infrastructure for the project to Koa Hills and to
the Customer's users, including but not limited to:
• Remote and local network access
• Connectivity to all ERP servers and applications
5 Acceptance Criteria
Customer and Koa Hills will follow best practices throughout the project and mutually identify criteria for
completion of the project. The overall scope of work will be considered complete when one or more of the
following criteria are met:
• Koa Hills has delivered the agreed-upon hours
• Customer and Koa Hills agree that no further assistance is needed
6 Change Control
In the event that either Koa Hills or the Customer identifies an activity or objective that is beyond the scope set
forth in this SOW, the parties agree to take the following steps:
SOW — Koa Hills Consulting — Grant County WA - PM Services (Finance and HCM 1/2 Time + EAM 1/4 Time)
4
1. Notification should be provided to the other party which announces the change requested. The
following details should be provided as part of an official Change Request:
■ Changereque® - Description of the scope change needed, including details on how the
change relates to project objectives and the impact to the project if the change is not applied.
■ Estimated prro'ect im act - Estimated impact of the change to the project, including work effort,
deliverables, and impact to the overall project timeline.
■ Estimated cost - Consolidated estimate which identifies additional costs to implement the
change, including labor, hardware, software, or other expenses.
2. If the Change Request is acceptable to all parties, it should be executed by representatives for Koa
Hills and the Customer. Once this is complete, work on the Change Request can be started. Any
additional costs will be billed according to rates established in the Contract.
SOW — Koa Hills Consulting — Grant County WA - PM Services (Finance and HCM 1/2 Time + EAM 1/4 Time)
7 Project Costs
�nrcaiiy--
Client-side Project Manager for Finance and HCM 112
time for 18 months
Client -side Project Manager for EAM 1/4 time for 18
months
Change Management
Training Hours (Documentation, Videos and Training)
Contingency (includes interfaces, reporting and other
needed tasks)
Total Estimated Cost of Services
18 $147000 $252,0001
9 $71200 $6478001
200 $180
$36,000
200 $180
$367000
550 $180
$992000
$48'
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Lodging $800
Meals $295
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Please provide an email address where you would like invoices to be sent:
Email
SOW - Koa Hills Consulting - Grant County WA - PM Services (Finance and HCM 1/2 Time + EAM 1/4 Time)
6