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HomeMy WebLinkAboutPSA CH2M Hill EngineersPROFESSIONAL SERVICES AGREEMENT This Agreement is made by and between Kittitas County (hereinafter "the County") and 'CH2M Hill Engineers, Inc. (hereinafter "Contractor"). The County and Contractor agree as follows: General Conditions; Exhibit A (Scope of Work); Exhibit B (Compensation); Exhibit C (Proof of Insurance). copies of which are attached hereto and incorporated herein by this reference as fully as if set forth herein. The term of this Agreement shall commence on the 18th day of October, 2016, and continue until completion of the project. Any party may terminate this Agreement by giving thirty (30) days notice in writing either personally delivered or mailed postage-prepaid by certified mail, return receipt requested, to the party's last known address for the purposes of giving notice under this paragraph. Contractor acknowledges and by signing this Agreement agrees that the Indemnification provisions set forth in Paragraphs 7 (Independent Contractor), 9 (Taxes), 15 (Defense and Indemnity Agreement), 20 (Patent/Copyright Infringement) and 23 (Confidentiality), are totally and fully part of this Agreement and have been mutually negotiated by the parties. Professional Services Agreement Page 1 ~ .IN WITNESS WHEREOF, the parties have executed this Agreement this IS1't-,day ofG2ef,2016. T erry Debiase, PE Sign a re of Signatory (Date Ipl ~f Zp/ <J , r:-1 £12Fo,! A . Dg: (S. I/H ~ Print Name of Signatory Contractor Address : CH2M 1100 5th Ave NE Suite 500 Bellevue, WA 98425 Professional SeJVices Agreement Page 2 APPROVED: BOARD OF COUNTY COMMISSIONERS KITTITAS COUNTY, WA~HINGTON {)L~5JCjg~_1 - Obie O'Brien, Chairman By:_~ _______ _ Deputy Prosecuting Attorney County's Address : Kittitas County 205 West 5th Avenue, Suite 108 Ellensburg, WA 98926 Project Contact: Tom Parker, PE Project Manager CH2M 1100 5th Ave NE Suite 500 Bellevue, WA 98425 Professional Services Agreement Page 3 Project Contact: Patti Johnson Solid Waste and Facilities Manager Kittitas County 925 Industrial Way Ellensburg, WA 88005 GENERAL CONDITIONS 1. scope of .contractor's Services : Contractor agrees to provide to the County services and any materials set forth in the project narrative identified in Exhibit "A" during the Agreement period. No material, labor, or facilities will be furnished by the County, unless otherwise provided for in the Agreement. 2. Performance of Work: Contractor shall perform work in accordance with, and shall comply with, all of the provisions of this Agreement. All work shall comply with applicable codes and ordinances. 3. Schedule of Performance: Unless directed otherwise by the County, Contractor shall perform the work in accordance . with any schedules made a part of this Agreement. 4. Definitions: 4.1 "Additional Insured's" means the County, its successors and assigns, and the respective directors, officers, employees, agents and representatives of the County and its successors and assigns., 4.2 "Support" means the following: Contractor's directors, officers, employees, agents and representatives; and sub-Contractors of any tier; the respective directors, officers, employees, agents and representatives of these sub- Contractors of any tier; and any other person or entity acting under the direction or control of, or on behalf of, Contractor or any Contractor's sub- Contractors of any tier in connection with or incident to the performance of the Work or this Agreement. 4.3 The "Work" means all of the duties listed in Exhibit A and the performance of all other obligations, under this Agreement by Contractor or its Support. 5. Accounting and Payment for Co ntractor Services : Payment to the Contractor for services rendered under this Agreement shall be as set forth in Exhibit "B". Where Exhibit "B" requires payments by the County, payment shall be based upon billings, supported unless otherwise provided in Exhibit "B", by documentation of units of work actually performed and amounts earned, including where appropriate, the actual number of days worked each month, total number of hours for the month, and the total dollar payment requested. Unless specifically stated in Exhibit "B" or approved in writing in advance by the Kittitas County Board of Commissioners, the County will not reimburse the Contractor for any costs or expenses incurred by the Contractor in performance of this Agreement. Where required, the County shall, upon receipt of appropriate documentation, compensate the Contractor, no more often than monthly, through the County voucher system, for the Contractor's service pursuant to the fee sC?hedule set forth in Exhibit "B". Professional Services Agreement Page 4 6. Ass ign me nt and Subcontra ct i ng : No portion of this Agreement may be assigned or subcontracted to any other individual, firm or entity without the express and prior written approval of the County. 7. Indepe nd ent Contracto r: The Contractor's services shall be furnished by the Contractor as an independent Contractor and nothing herein contained shall be construed to create a relationship of employer-employee or master-servant, but all payments made hereunder and all services performed shall be made and performed pursuant to this Agreement by the Contractor as an independent Contractor. The Contractor acknowledges that the entire compensation for this Agreement is specified in Exhibit "B" and the Contractor is not entitled to any County benefits including , but not limited to: vacation pay, holiday pay, sick leave pay, medical, dental, or other insurance benefits, or any other rights or privileges afforded to Kittitas County employees . Contractor will defend, indemnify and hold harmless the County, its Additional Insured's, officers, agents or employees from any loss or expense , including but not limited to settlements, judgments, setoffs, attorneys' fees or costs incurred by reason of claims or demands because of breach of the provisions of this paragraph. 8. No Guara ntee of Emp loym ent: The performance of all or part of this Agreement by the Contractor shall not operate to vest any employment rights whatsoever and shall not be deemed to guarantee any employment of the Contractor or any employee of the Contractor or any sub-Contractor or any employee of any sub-Contractor by the County at the present time or in the future. 9. Taxes : The Contractor understands and acknowledges that the County will not withhold Federal or State income taxes. Where required by State or Federal law, the Contractor authorizes the County to make withholding for any taxes other than income taxes (i.e. Medicare). All compensation received by the Contractor will be reported to the Internal Revenue Service at the end of the calendar year in accordance with the applicable IRS regulations. It is the responsibility of the Contractor to make the necessary estimated tax payments throughout the year, if any, and the Contractor is solely liable for any tax obligation arising from the Contractor's performance of this Agreement. The Contractor hereby agrees to indemnify the County against any demand to pay taxes arising from the Contractor's failure to pay taxes on compensation earned pursuant to this Agreement. The County will pay sales and use taxes imposed on goods or services acquired hereunder as required by law. The Contractor must pay all other taxes including, but not limited to: Business and Occupation Tax, taxes based on the Contractor's gross or net Professional Services Agreement Page 5 income, or personal property to which the County does not hold title. The County is exempt from Federal Excise Tax. 10 . Reg ul ati ons and Requirement: This Agreement shall be subject to all laws, rules and regulations of the United States of America, and State of Washington, and political subdivisions of the State of Washington, and to any other provisions set forth herein or in the attached exhibits. 11 . Rig ht to Re view: This contract is subject to review by any Federal or State auditor. The County or its designee shall have the right to review and monitor the -financial and service components of this program by whatever means are deemed expedient by the County. Such review may occur with or without notice, and may include, but is not limited to, on-site inspection by County agents or employees, inspection of all records or other materials which the County deems pertinent to the Agreement and its performance, and any and all communications with or evaluation by service recipients under this Agreement. The Contractor shall preserve and maintain all financial records and records relating to the performance of work under this Agreement for 6 years after contract termination, and shall make them available for such review, within Kittitas County, State of Washington , upon request. 12. Modifications: 12 .1 Either party may request changes in the Agreement. Any and all agreed modifications shall be in writing, signed by each of the parties. 12.2 The County may, at any time, by written notice thereof to Contractor ("Change Notice") makes changes in the Work within the general scope of this Agreement, including, but not limited to: (a) changes in, revisions to, substitutions for, additions to or deletions of any Work; (b) changes in schedule; and (c) acceleration, deceleration or suspension of performance of any Work. 12.3 If any change in the Work causes an increase or decrease on Contractor's cost of, or the time required for, performance of the Work, an equitable adjustment in the compensation to Contractor and in the schedule for the performance of the Work shall be made to reflect such an increase or decrease. 12.4 Notwithstanding any dispute or delay in arriving at a mutually acceptable equitable adjustment, Contractor shall proceed in accordance with all Change Notices. Contractor must, within thirty (30) days after receipt of any Change Notice that does not set forth any acceptable adjustment, submit to the County a written statement setting forth any adjustment claimed . Professional Services Agreement PageS 12.5 If any change results in a decrease in the Work performed, Contractor shall be entitled to compensation associated with changing the Work, such as revising design already completed, revising calculations already performed, and revising documents. 13. Termination f o r Defau lt: If the Contractor defaults by failing to perform any of the obligations of the Agreement or becomes insolvent or is declared bankrupt or commits any act of bankruptcy or insolvency or makes an assignment for the benefit of creditors, the County may, by depositing written notice to the Contractor in the U .S. mail, postage prepaid, terminate the Agreement, and at the County's option, obtain performance of the work elsewhere. If the Agreement is terminated for default, the Contractor shall not be entitled to receive any further payments under the Agreement until all work called for has been fully performed. Any extra cost or damage to the County resulting from such default(s) shall be deducted from any money due or coming due to the Contractor. The Contractor shall bear any extra expenses incurred by the County in completing the work, and all damage sustained, or which may be sustained by the County by reason of such default. If a notice of termination for default has been issued and it is later determined for any reason that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant to the Termination for Public Convenience paragraph hereof. . 14. Termi nat ion for Public Conve nience: The County may terminate the Agreement in whole or in part whenever the County determines, in its sole discretion that such termination is in the best interests of the County. Whenever the Agreement is terminated in accordance with this paragraph, the Contractor shall be entitled to payment for actual work performed at unit contract prices for completed items of work. In the event of such termination, an equitable adjustment shall be made in the compensation payable to Contractor. An equitable adjustment in the contract price for partially completed items of work will be made, but such adjustment shall not include provision for loss of anticipated profit on deleted or uncompleted work. Termination of this Agreement by the County at any time during the term, whether for default or convenience, shall not constitute a breach of contract by the County. 15. Defe nse & Ind emn it y Agree ment: The Contractor agrees to and shall defend, indemnify and hold harmless the County, its Additional Insured's, appointed and elective officers, agents and employees, from and against all loss or expense, including but not limited to judgments, settlements, attorney's fees and costs by reason of any and all claims and demands upon the County, its Additional Insured's, its elected or appointed officials, agents, or employees for damages because of personal or bodily injury, including death at any time resulting therefrom, Professional Services Agreement Page 7 . sustained by any person or persons and on account of damage to property including loss of use thereof, whether such injury to persons or damage to property is due to the negligence of the Contractor, its sub-Contractors, its elected officers, employees or their agents, except onsuch injury or damage as shall have been occasioned by the negligence of the County, its Additional Insured's, appointed or elected officials, agents, or employees. It is further provided that no liability shall attach to the County by reason of entering into this contract, except as expressly provided herein. 16. Venue and Choice of Law: In the event that any litigation should arise concerning the construction or interpretation of any of the terms of this Agreement, the venue of such action of litigation shall be in the Superior Court of the State of Washington in and for the County of Kittitas. This Agreement shall be governed by the law of the State of Washington. 17. Withholding Payment: In the event the Contractor has failed to perform any obligation to be performed by the Contractor under this Agreement within the time set forth in this Agreement, then the County may, upon written notice, withhold all monies due and payable to Contractor, without penalty, until such failure to perform is cured or otherwise adjudicated.· 18. Future Non-Allocation of Funds: If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the County will not be obligated to make payments for services or amounts incurred after the end of the current fiscal period. No penalty or expense shall accrue to the County in the event this provision applies. 19. Contractor Commitments , Warranties and Representations: The Contractor represents and warrants to the County as follows: 19.1 The Contractor is duly incorporated, validly existing and in good standing under the laws of the State of Washington, and has all requisite corporate power and authority to enter into and to perform its obligations under this Agreement. 19.2 The Contractor has the authority to execute this Agreement, to make the representations and warranties set forth in it and to perform the obligations of the Contractor under this Agreement in accordance with its terms. 19.3 This Agreement has been validly executed by an authorized representative of the Contractor and constitutes a valid and legally binding and enforceable obligation of Contractor. 19.4 The Contractor has or will obtain prior to the commencement date such licenses, permits and other authorizations from federal, state and other Professional Services Agreement PageS governmental authorities, as are necessary for the performance of its obligations under this Agreement. 19.5 The Contractor is not in violation of any applicable law, ordinance or regulation the consequence of which will or may materially affect Contractor's ability to perform its obligations under this Agreement. The Contractor is not subject to any order or judgment of any court, tribunal or governmental agency which materially and adversely affects its operations or assets in the State of Washington, or its ability to perform its obligations under this Agreement. 19.6 None of the representations or warranties in this Agreement, and none of the documents, statements, certificates or schedules furnished or to be furnished by Contractor pursuant hereto or in connection with the performance of the obligations contemplated under this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary to make the statements of fact contained therein not misleading. 20. PatenVCopyright Ihfringement: Contractor will defend and indemnify the County from any claimed action, cause or demand brought against the County; to the extent such action is based on the claim that information supplied by the Contractor infringes any patent or copyright. The Contractor will pay those costs and damages attributable to any such claims that are finally awarded against the County in any action. Such defense and payments are conditioned upon the following: 20.1 20.2 21. Disputes : Contractor shall be notified promptly in writing by County of any notice of such claim. Contractor shall have the right, hereunder, at its option and expense, to obtain for the County the right to continue using the information, in the event such claim of infringement is made, provided no reduction in performance or loss results to the County. . 21 .1 General Differences between the Contractor and the County, arising under and by virtue of the Agreement Documents shall be brought to the attention of the County at the earliest possible time in order that such matters may be settled or other appropriate action promptly taken. Except for such objections as are made of record in the manner hereinafter specified and within the time limits stated"the records, orders, instructions, and decisions of the Kittitas County Commissioners shall be final and conclusive. 21.2 Noti ce of Potential Claims The Contractor shall not be entitled to additional compensation which otherwise may be payable, or to extension of time for (1) any act or failure to Professional Services Agreement Page 9 act by the County, or (2) the happening of any event or occurrence, unless the Contractor has given the County a written Notice of Potential Claim within ten (10) days of the commencement of the act, failure, or event giving rise to the claim, and before final payment by the County. The written Notice of Potential Claim shall set forth the reasons for which the Contractor believes additional compensation or extension of time is due, the nature of the cost involved, and insofar as possible, the amount of the potential claim. Contractor shall keep full and complete daily records of the work performed, labor and material used, and all costs and additional time claimed to be additional. 21.3 . Detailed Claim The Contractor shall not be entitled to claim any such additional compensation , or extension of time , unless within thirty (30) days of the completion of the portion of the work from which the claim arose, and before final payment by the County, the Contractor has given the County a detailed written statement of each element of cost or other compensation requested and of all elements of additional time required, and copies of any supporting documents evidencing the amount or extension of time claimed to be due . 22. Owners hip of Items Prod uced : All writings, programs, data, public records or other materials prepared by the Contractor and/or its consultants or sub-Contractors, in connection with performance of this Agreement shall be the sole and absolute property of the County . 23. Confidentiality: The Contractor, its employees, sub-Contractors, and their employees shall maintain the confidentiality of all information provided by the County or acquired by the Contractor in performance of this Agreement, except upon the prior written consent of the Kittitas County Prosecuting Attorney or an order entered by a court after having acquired jurisdiction over the County. Contractor shall immediately give to the County notice of any judicial proceedings seeking disclosure of such information. Contractor shall indemnify and hold harmless the County, its Additional Insured's, officials, agents or employees from all loss or expense, including , but not limited to settlements , judgments , setoffs, attorneys' fees and costs resulting from Contractor's breach of this provision. 24. Notice: Except as set forth elsewhere in the Agreement, for all purposes under this Agreement, except service of process, notice shall be given by the Contractor to the department head of the department for whom se rv ices a re ren dered , and to the Kittitas County Commissioners, 205 W 5th Ave, Suite 108, Ell ensburg, WA 98926. Notice to the Contractor for all purposes under this Agreement shall be given to the address reflected on Professional Services Agreement Page 10 the signature page. Notice may be given by delivery or by depositing in the U.S. Mail, first class, postage prepaid . 25. Severability: If any term or condition of this Agreement or the application thereof to any person(s) or circumstances is held invalid, such invalidity shall not affect other terms; conditions or applications which can be given effect without the invalid term, condition or application. To this end, the terms and conditions of this Agreement are declared severable. 26. Miscellaneous : 26.1 The County's failure or delay to insist upon strict performance of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement shall not be construed as a waiver or relinquishment to any extent of its right to assert or rely upon any such provisions, rights or remedies in that or any other instance; rather the same shall be and remain in full force and effect. 26.2 This Agreement embodies the entire Agreement between the County and Contractor, and supersedes any and all prior agreements, regarding the Work. No change, amendment or modification of any provisions of this Agreement shall be valid unless set forth in a written instrument signed by the party to be bound thereby. 26.3 The rights and remedies of the County set forth in any provision of this Agreement are in addition to and do not in any way limit any other rights of remedies afforded to the County by any other provisions of this Agreement, by any of Contractor's Support or by law. 26.4 The headings of sections and paragraphs of this Agreement are for convenience of reference only and are not intended to restrict, affect or be of any weight in the interpretation or construction of the provisions of such sections or paragraphs. 27. Waiver: Waiver of any breach or condition of this Agreement shall not be deemed a waiver of any prior or subsequent breach. No terms or conditions of this Agreement shall be held to be waived, modified or deleted except by an instrument, in writing, signed by the parties hereto. 28. Survival: The provisions of paragraphs 7, 9,11,13,14,15,16,17,18,19,20,21,22,23,24,27, 29, and 30, 31 shall survive, notwithstanding the termination or invalidity of this Agreement for any reason. 29. Nondiscrimination: Professional SelVices Agreement Page 11 29.1 The County is an equal opportunity employer. 29.2 Nondiscrimination in Employment In the performance of this Agreement, the Contractor will not discriminate against any employee or applicant for employment on the grounds of race, creed, color, national origin, sex, sexual orientation, marital status, age or the presence of any sensory, mental or physical handicap; provided that the prohibition against discrimination in employment because of handicap shall not apply if the particular disability prevents the proper performance of the particular worker involved. The Contractor shall ensure that applicants are employed, and that employees are treated during employment without discrimination because of their race, creed, color, national origin, sex, sexual orientation, marital status, age or the presence of any sensory, mental or physical handicap. Such action shall include, but not be limited to: employment, upgrading, demotion or transfers, recruitment or recruitment advertising, layoff or termination, rates of payor other forms of compensation, and programs for training including apprenticeships. The Contractor shall take such action with respect to this Agreement as may be required to ensure full compliance with local, state and federal laws prohibiting discrimination in employment. 29.3 Nondiscrimination in Services The Contractor will not discriminate against any recipient of any services or benefits provided for in this Agreement on the grounds of race, creed, color, national origin, sex, sexual orientation, marital status, age or the presence of any sensory, mental or physical handicap. 29.4 If any assignment and/or subcontracting has been authorized by the County, said assignment or subcontract shall include appropriate safeguards against discrimination. The Contractor shall take such action as may be required to ensure full compliance with the provisions in the immediately preceding paragraphs herein. 30. Prevailing Wage: Contractor shall pay the prevailing rate of wages to all workers, laborers, or mechanics employed in the performance of any part of the Work in accordance with RCW 39.12 and the rules and regulations of the Department of Labor and Industries. The schedule of prevailing wages rates for the locality or localities of the Work is determined by the Industrial Statistician of the Department of Labor and Industries. It is the Contractor's Professional Services Agreement Page 12 responsibility to verify the applicable prevailing wage rate. It is understood that the Contractor is responsible for obtaining and completing all required government forms and submitting same to the proper authorities. Disputes regarding prevailing wage rates shall be referred for arbitration to the Director of the Department of Labor and Industries. The arbitration decision shall be final and conclusive and binding on all parties involved in the dispute as provided for by RCW 39.12.060. 31. Debarment Certification: The Contractor certifies that it: 31.1 Is not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from covered tran!)actions by any Federal department or agency. 31.2 Has not within a three-year period preceding the execution of this contract with Kittitas County, been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public or private agreement or transaction, violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, receiving stolen property, making false claims, or obstruction of justice. 31.3 Is not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph 32.2 of this section. 31.4 Has not within a three-year period preceding the preceding the execution of this contract with Kittitas County had one or more public transactions (Federal, State, or local) terminated for cause of default. 32. Limitation of Liability Contractor's liability for the County's damages will, in the aggregate, not exceed $100,000. This Provision takes precedence over any conflicting Provision of this AGREEMENT or any document incorporated into it or referenced by it. 33. Standard of Care The standard of care applicable to Contractor's services will be the degree of skill and diligence normally employed by professional engineers or consultants performing the same or similar services at the time Contractor's services are performed. Contractor will re-perform any services not meeting this standard without additional compensation. 34. No Third Party Beneficiaries Professional Services Agreement Page 13 This AGREEMENT gives no rights or benefits to anyone other than the County and the Contractor and has no third party beneficiaries except as provided in paragraph 29. Professional Services Agreement Page 14 EXHIBIT "A" SCOPE OF WORK In addition to providing all material and labor, the Contractor shall perform the following: Scope of Work Task 1: Data Gathering and Project Management Two weeks prior to the project kick-off meeting, CH2M will transmit a data request list to the County to obtain readily available existing transfer station and County program information including historic tonnages, number and type of customers (MSW, green waste, recycling, moderate risk, other), operating contracts, program revenue, and cost information. CH2M will routinely communicate with County staff via phone and e-mail to provide project updates, review project scope and budgets, and to discuss and resolve project issues and concerns. Monthly invoices will be prepared and submitted to the County identifying task budget, amount spent this period, and remaining budget. We will prepare monthly summary reports with each invoice identifying work performed for the period, projected items to be completed, issues resolved, deliverable items, and provide updates to the project schedule. This task will be primarily conducted by Tom Parker with some assistance from lyndsey lopez and administrative staff. Task 2: Kick-off Meeting and Project Workshop CH2M will conduct a site tour, kick-off meeting, and project workshop as part of this task. These three activities will occur during one 8-hour day. Prior to the kick-off meeting, CH2M will tour the existing transfer station facility, moderate risk facility, and administration office to observe facility operations including scalehouse operations, customer unloading, material loading and transfer operations, green waste processing and composting, and moderate risk facility customer processing. CH2M will conduct a project kick-off meeting (up to 1 hour) with County staff to discuss project scope, schedule, budget, and to identify critical project milestone dates. After the kick-off meeting, we will conduct a workshop (up to 6 hours) with the County to discuss the following: • Design Parameters (design life, tonnage (by material type), traffic, operating days/hours, contracting changes/requirements) • Discuss Facility Design Features o Transfer Station • Tipping Floor Options (size, clearance, configuration, push walls) Professional Services Agreement Page 15 • Transfer Loading Technologies (open top, pre-compactor) • Transfer Vehicle weighing options D Architectural Features o Scalehouse 11 Number of scales • Work Area Requirements • Weighing Software o Administration Building • No. of Offices • Location of Building • Breakroom/Training Requirements • Rest Room Facilities (staff and customers) • Architectural Features o Composting Area 11 Unloading Area • Future organics feedstocks • Processing technology • Green Waste Processing .' Composting Area • Load-out Options • Leachat,e control • Stormwater control o Moderate Risk Waste Facility • Type of materials accepted • Customer Processing Options .' Material Packaging and Shipment Procedures • Facility sizing • Architectural Features o Recycling Drop-off • Types of Materials Accepted and Space Required 11 Container Options 11 Material Transfer Options • Storage Requirements • Traffic Pattern Considerations 0 Commercial 0 Self-Haul 0 Green Waste 0 Recycling 0 Moderate Risk Waste . 0 Employees o Traffic Guidance (direction, backing, no. of crossings) o Roadway Features (minimum turning radii, width, asphalt) o Heavy traffic areas (concrete, asphalt) • Stormwater Management Structures o Transfer Building Professional Services Agreement Page 16 o Compost Area o Run-off Structures (treatment, ponds, swales) " Odor Management • Staff requirements • Mobile equipment • Parking o Staff, Vendors, Visitors, Transfer Trailers, Other • Buffer Zone Requirements • Other Facilities (3,d party material processing facilities) " Permitting or local design requirements/code that will impact design CH2M will conduct facility tours, kick-off meeting, and workshop within an 8-hour timeframe. A meeting summary will be prepared summarizing facility tour observations, kick-off meeting items, and workshop discussions and decisions. Task 3: Conceptual Facilitv Lavout CH2M will develop a conceptual facility layout incorporating decisions made at the workshop. The following conceptual drawings (using AutoCAD) will be prepared for the facility : " Overall Site Plan o Facilities and Composting Areas o Roads o Stormwater Structures o Parking • Transfer Building Plan o . Tipping Floor o Load Out Port • Transfer Building Elevations (2) • 3D Drawing • Scalehouse and Administration Building Plan " Composting Area Plan • Moderate Risk Waste Building Plan • Recycling Drop-Off Plan CH2M will transmit two draft conceptual plan sets to the County for review and comment. CH2M will conduct a meeting with the County to discuss comments. Three copies of final conceptual plan set and one PDF will be transmitted to the County. Task 4: Basis of Design Report CH2M will prepare a draft Basis of Design (BOO) report that will include the following information: • Introduction • Design Parameters • Conceptual Layout Professional SeNices Agreement Page 17 0 Tipping Building • Composting Area 0 Administration Building 0 Scalehouse and Scales 0 Recycling Drop-off Area • Stormwater Management CH2M will submit a draft BOO report (estimated 20 pages) to the County for review and comment. CH2M will conduct a meeting with the County to discuss comments. CH2M will incorporate comments and three copies and a PDF ofthe final BOO report will be transmitted to the County. Task 5: SWAC Meeting CH2M will present the results of the BOO report to the Solid Waste Advisory committee. It is assumed the meeting will be scheduled after the meeting with the County to discuss draft BOO comments. Assumptions : • Kick-off meeting and project workshop attended in person by Tom Parker and lyndsey lopez (8 hours in Ellensburg) Kick-off meeting and project workshop attended via conference call by Keith Gordon, Bo Bruner, Mark Sharp, and Scott Gamble (12 hours total) One project summary for site tour, project kick-off meeting, and project workshop Preparation of three conceptual drawing sets (Draft, final draft, and final) of conceptual layout drawings-24" x 36" (9 drawings per set) Estimated 20 page BOO report (drawings included as an appendix) One BOO report review meeting will be attended in person by Tom Parker One BOO report review meeting conducted via conference call attended by lyndsey lopez, Mark Sharp, and Keith Gordon (6 hours total) • SWAC meeting attended by Tom Parker (travel cost included with BOO review meeting) • Progress meetings will be conducted remotely using conference calls (assume up to 10). Progress meeting duration of approximately one hour. • Invoices will be prepared to cover each calendar month. • SWAC Meeting presentation materials will utilize conceptual drawings Schedule CH2M will complete the work in accordance with the following schedule: Task 1 Data Gathering and Management Professional Services Agreement Page 18 10 calendar days from NTP Task 2 Kick-off Meeting and Project Workshop 20 calendar days from NTP Task 3 Conceptual Facility Layout 45 calendar days from NTP Task 4 Draft Basis of Design Report 60 calendar days from NTP Task 4 Final Basis of Design Report 10 calendar days after review meeting TaskS SWAC Meeting After BOO review meeting The overall duration ofthis task is assumed to be up to 3 months. Professional Services Agreement Page 19 EXHIBIT "B" COMPENSATION As full compensation for satisfactory performance of the work, the County shall pay Contractor compensation not to exceed: Kittitas County -Transfer Station Project Phase 1-Basis of Design Estimated Engineering Fee Task Task 1 Data Gathering and Management Task 2 Project Kick-off Meeting and Project Workshop Task 3 Conceptual Facility Layout Task 4 Basis of Design Report Task 5 SWAC Meeting Total Professional Services Agreement Page 20 CH2M Person- Hours 40 58 135 129 6 368 CH2M Labor Subconsultant Cost Cost $6,720 $440 $10,570 $3,630 $20,745 $3,630 $19,115 $880 $1,140 $58,290 $8,580 Direct Total Cost $107 $7,267 $1,130 $15,330 $200 $24,575 $786 $20,781 $50 $1,190 $2,273 $69,143 EXHIBIT "c" PROOF OF INSURANCE The Contractor shall secure and maintain in effect at all times during performance of the Work such insurance as will protect Contractor, its Support and the Additional Insured's from all claims, losses, harm, costs, liabilities, damages and expenses ariSing out of personal injury (including death) or property damage that may result from performance of the work or this Agreement, whether such performance is by Contractor or any of its Support. All insurance shall be issued by companies admitted to do business in the State of Washington and have a rating of A-, Class VII or better in the most recently published edition of Best's Reports unless otherwise approved by the County. If an insurer is not admitted, all insurance policies and procedures for issuing the insurance policies must comply with Chapter 48.15 RCW and 284-15 WAC. The Contractor shall provide proof of insurance for: 1) Ci::>mmercial Genera l Liabi lity Insura nce. • Coverage limits not less than: • $1,000,000 per occurrence per project o $2,000,000 per project/job aggregate o $1,000,000 products & completed operations aggregate • $1,000,000 personal and advertising injury, each offense • Certificate Holder -Kittitas County a The Certificate must name the County as additional insured as defined in the Agreement • Sixty (60) days written notice to the County of cancellation of the insurance policy, 10 days for non-payment of premium. 2) Stop Gap/Employers Liability. • Coverage limits not less than: • $1,000,000 each accident • $1,000,000 disease -policy limit • $1,000,000 disease -each employee • Thirty (30) days written notice to the County of cancellation of the insurance policy, 10 days for non-payment of premium 3) Gommercia l Automobile Liability Insurance . a Automobile Liability for owned, non-owned, hired, and leased vehicles, with an MCS 90 endorsement and a CA 9946 endorsement attached if 'pollutants' are to be transported. • Coverage limits not less than: • $1,000,000 combined single limit a Thirty (30) days written notice to the County of cancellation of the insurance policy, 10 days for non-payment of premium 4) :Workers' Compensation. • Workers' Compensation in amounts required by law. 5) Professional Liability • The Contractor and/or its Subcontractor and/or its design consultant providing construction management, value engineering, or any other design-related non-construction professional services shall provide evidence of Professional Liability Insurance covering professional errors and omissions. Such policy must provide the following minimum limits: • $2,000,000 per Claim • $2,000,000 annual aggregate • If insurance is on a claims-made form, its retroactive date, and that of all subsequent renewals, shall be no later than the effective date of this Agreement. Contractor shall furnish the County a Certificate of Insurance with Endorsement as evidence that policies providing insurance required by this Agreement are in full force and effect. Contractor shall endorse the required insurance policies to waive all rights of subrogation against Kittitas County, except in regards to professional liability. Contractor's insurance policies required above shall be primary insurance and shall be non-contributing with any other insurance maintained by Kittitas County, except in regards to Workers Compensation and Professional Liability. The Contractor shall assume full responsibility for all loss or damage from any cause whatsoever to any tools, Contractor's employee-owned tools, machinery, equipment, or motor vehicles owned or rented by the Contractor, as well as to any temporary structures, scaffolding and protective fences. The Contractor shall ensure the insurance coverage and limits obtained by subcontractors are reasonable for the size and scope of the contract. NOTE: No contract shall form until and unless a copy of the Certificate of Insurance with Endorsement, properly completed and in the amount required, is attached hereto.