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HomeMy WebLinkAboutProfessional Services Agreement-1.28.19 TWG signatureProfessional Services Agreement THIS AGREEMENT is entered into between KITTITAS COUNTY (hereinafter "the County" or "Kittitas County"), a political subdivision of the State of Washington, and Name: The Watershed Company Address: 750 — 6th Street South Kirkland, WA 98033 Project Contact: Greg Johnston Telephone #: 425-822-5242 ext. 712 425-650-1312 direct Email: GJohnston(a@watershedco.com (hereinafter "Contractor"). This Agreement is comprised of: Attachment A —Scope of Work Attachment B—Compensation Attachment C —General Conditions Attachment D —Insurance County's Address: Kittitas County 205 W. St" Avenue, Suite 108 Ellensburg, WA 98926 County Project Manager: Name: Lindsey Ozbolt Title: Planning Official Telephone M 509-962-7046 Email: Attachment E—Retirement Status Form (signature required) Attachment F —Contractor W-9 (must be completed and returned to the County for payment) Copies of which are attached hereto and incorporated herein by this reference as if fully set forth. Page 1 of 21 PROFESSIONAL SERVICES AGREEMENT The term of this Agreement shall commence on the 5 day of February, 2019 and shall remain in effect unless terminated as provided elsewhere in this Agreement. Contractor acknowledges and by signing this Agreement agrees that the Indemnification provisions set forth in Paragraphs 7 (Independent Contractor), 9 (Taxes), 15 (Defense and Indemnity Agreement), 21 (Patent/Copyright Infringement) and 24 (Confidentiality), are totally and fully part of this Agreement and have been mutually negotiated by the parties. IN WITNESS WHEREOF, the parties have executed this Agreement this 5 day of February, 2019. CONTRACTOR: lfl� waT5a�M" CAywVA y Si nature Print Name: JArrIF t� �(G((�� Date: U 4N U44 2`7 20 19 APPROVED: BOARD OF COUNTY COMMISSIONERS KI 71TAS COUNTY, WASHINGTON Cory Wright, Chairman Brett Wachsmith, Vice -Chairman Laura Osiadacz, Commissioner CONTRACT HAS BEEN APPROVED AS TO FORM BY KITTITAS COUNTY DEPUTY PROSECUTING ATTORNEY Attest: Clerk of the Board Page 2 of 21 PROFESSIONAL SERVICES AGREEMENT ATTACHMENT "A" CRITICAL AREAS ORDINANCE (CAO) REVIEW AND DRAFT UPDATE SCOPE OF WORK Kittitas County Phase 1 1. Project Kick-off. At the start of this project, The Watershed Company (Watershed) will meet with County staff by phone to review/refine objectives, agree on initial tasks and timeline and coordinate on known resources to be delivered to the project team. 2. Record Review. Watershed staff will review: a. The County's current critical areas code and the single latest draft of the proposed update, which will be the November 2018 submittal as reviewed and discussed at the County Planning Commission meeting held on November 27, 2018; b. Relevant County process documentation as identified/narrowed by County planning staff; and c. Review of relevant citizen, agency, and commissioner comment documentation as identified/narrowed by County planning staff. Based on Watershed staff review, issues pertaining to sections within the draft CAO in need of further evaluation and likely leading to CAO revisions based on public, agency, tribal, and commissioner input to date, will be identified and listed. 3. Recommendations Memo. With internal review and quality control oversight, a memo addressed to Kittitas County planning staff will be prepared identifying which issues are recommended to be addressed in upcoming preliminary CAO draft amendments. Brief explanations will be included as to why each item on the list was selected and included. The memo will be sent to County planning staff via email and discussed during a conference call. Based on conclusions reached via conference call and email, an updated, final memo will be prepared to reflect concurrence between County planning and Watershed staff regarding which CAO elements are to be focused on in upcoming updates and, by default, which are to be left largely as -is and will not be significantly revised beyond some language structure and formatting. 4. Draft Amendments. TWC staff, with internal review and quality control oversight, will prepare preliminary, recommended amendments to the November 2018 CAO draft. These amendments will be intended to meet the requirements of the Growth Management Act (GMA) in consideration of preferences and input from County citizens, planning staff, and Commissioners. Draft, recommended amendments will be sent to County planning staff via email and discussed during two conference call meetings. A topic of discussion will likely be how to reach the best compromise between the requests and preferences of County citizens (as derived from public and commissioner input), the requirements of the GMA, and comments or other input from the tribes and state agencies. Watershed will update draft CAO amendments based on conclusions reached in discussion with County planning staff. 5. Stakeholder Participation. Watershed will participate in public meetings and public involvement activities as arranged by County planning staff. Attendance at and preparation for two public meetings attended by 10 or Page 3 of 21 PROFESSIONAL SERVICES AGREEMENT fewer stakeholders is envisioned. Watershed will attend conference calls or conduct other correspondence with staff to summarize public input and reach agreement on how the draft CAO should be modified in response. These additional CAO updates will occur in Phase II. 6, Phase II Scoping. Based on progress in Phase 1, conduct scoping and budgeting for Phase 2 whereby submission to the Planning Commission for acceptance is envisioned. Phase II would likely include additional updates to the draft CAO amendments based on input from the public involvement process, as agreed in discussion with County planning staff and, ultimately, submission to the Planning Commission for acceptance. Additional public meetings or hearings may also be included. Page 4 of 21 PROFESSIONAL SERVICES AGREEMENT ATTACHMENT B. COMPENSATION THE COUNTY WILL NOT PROCESS PAYMENT FOR SERVICES RENDERED UNDER THIS AGREEMENT UNTIL THE CONTRACTOR SUBMITS A COMPLETED W-9 (SEE ATTACHMENT "F") As full compensation for satisfactory performance of the work described in Attachment "A", the County shall pay to the Contractor compensation not to exceed $35,400. The Contractor shall submit monthly invoices to the County Project Manager listed on page 1 of this Agreement. The Contractor shall submit with each monthly invoice a written progress report to the County Project Manager. The progress reports shall include, at a minimum, the following: any problems, delays or adverse conditions which will materially affect the Contractor's ability to meet project objectives or time schedules together with a statement of action taken or proposed to resolve the situation. Reports shall also include recommendations for changes to the Scope of Work, if any. Payments may be withheld if reports are not submitted. CRITICAL AREAS ORDINANCE REVIEW AND DRAFT UPDATE BUDGET AND TIMELINE Kittitas County 1 Project Kick-off 21 $3,100 1 2/5-2/12 2 Record Review 39 $5,700 2 2/12-2/26 3 Recommendations Memo 36 $5,200 5 2/26-4/2 4 Draft Amendments 85 $12,000 6 4/2-5/14 5 Stakeholder Participation 52 $7,650 6* 5/14-6/25 6 Phase II Scoping 9 $1,300 1 6/25-7/2 Expenses $450 Totals $35,400 21 weeks 2/5-7/2;, * Coordination and timing of the elements of Task 5, Stakeholder Participation, is largely out of Watershed Company control. Page 5 of 21 PROFESSIONAL SERVICES AGREEMENT ATTACHMENT 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 Attachment "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 Insureds" 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 Attachment "A" and the performance of all other obligations, under this Agreement by Contractor or its Support. 5. Accounting and Payment for Contractor Services: Payment to the Contractor for services rendered under this Agreement shall be as set forth in Attachment . Where Attachment "B" requires payments by the County, payment shall be based upon billings, supported unless otherwise provided in Attachment "B", by documentation of units of work actually performed and amounts earned, including where appropriate, the total number of hours for the month and the total dollar payment requested. Unless specifically stated in Attachment "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. THE COUNTY WILL NOT PROCESS PAYMENT FOR SERVICES RENDERED UNDER THIS AGREEMENT UNTIL THE CONTRACTOR SUBMITS A COMPLETED W-9 (SEE ATTACHMENT "F") Page 6 of 21 PROFESSIONAL SERVICES AGREEMENT Where required, the County shall, upon receipt of appropriate documentation, compensate the Contractor, no more often than monthly, through the County voucher system, for the Contractor's service pursuant to the fee schedule set forth in Attachment "B". 6. Assignment and Subcontracting: No portion of this Agreement may be assigned or subcontracted to any other individual, firm or entity without the express and prior written approval of the County. 7. Independent Contractor: The Contractor's services shall be furnished by the Contractor as an independent Contractor and nothing herein contained shall be construed to create a relationship of employer-employee or master -servant, but all payments made hereunder and all services performed shall be made and performed pursuant to this Agreement by the Contractor as an independent Contractor. The Contractor acknowledges that the entire compensation for this Agreement is specified in Attachment "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 Insureds, officers, agents or employees from any loss or expense, including but not limited to settlements, judgments, setoffs, attorneys' fees or costs incurred by reason of claims or demands because of breach of the provisions of this paragraph. 8. No Guarantee of Employment: The performance of all or part of this Agreement by the Contractor shall not operate to vest any employment rights whatsoever and shall not be deemed to guarantee any employment of the Contractor or any employee of the Contractor or any sub -Contractor or any employee of any sub -Contractor by the County at the present time or in the future. 9. Taxes: The Contractor understands and acknowledges that the County will not withhold Federal or State income taxes. Where required by State or Federal law, the Contractor authorizes the County to make withholding for any taxes other than income taxes (i.e. Medicare). All compensation received by the Contractor will be reported to the Internal Revenue Service at the end of the calendar year in accordance with the applicable IRS regulations. It is the responsibility of the Contractor to make the necessary estimated tax payments throughout the year, if any, and the Contractor is solely liable for any tax obligation arising from the Contractor's performance of this Agreement. The Contractor hereby agrees to indemnify the County against any demand to pay taxes arising from the Contractor's failure to pay taxes on compensation earned pursuant to this Agreement. The County will pay sales and use taxes imposed on goods or services acquired hereunder as required by law. The Contractor must pay all other taxes including, but not limited to: Business and Occupation Tax, taxes based on the Contractor's gross or net income, or personal property to which the County does not hold title. The County is exempt from Federal Excise Tax, Page 7 of 21 PROFESSIONAL SERVICES AGREEMENT 10. Regulations and Requirement: This Agreement shall be subject to all laws, rules and regulations of the United States of America, and State of Washington, and political subdivisions of the State of Washington, and to any other provisions set forth herein or in the Attachments. 11. Right to Review: This contract is subject to review by any Federal or State auditor. The County or its designee shall have the right to review and monitor the financial and service components of this program by 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') make changes in the Work within the general scope of this Agreement, including, but not limited to: (a) changes in, revisions to, substitutions for, additions to or deletions of any Work; (b) changes in schedule; and (c) acceleration, deceleration or suspension of performance of any Work. 12.3 If any change in the Work causes an increase or decrease on Contractor's cost of, or the time required for, performance of the Work, an equitable adjustment in the compensation to Contractor and in the schedule for the performance of the Work shall be made to reflect such an increase or decrease. 12.4 Notwithstanding any dispute or delay in arriving at a mutually acceptable equitable adjustment, Contractor shall proceed in accordance with all Change Notices. Contractor must, within thirty (30) days after receipt of any Change Notice that does not set forth any acceptable adjustment, submit to the County a written statement setting forth any adjustment claimed. 12.5 If any change results in a decrease in the Work performed, Contractor shall be entitled to compensation associated with changing the Work, such as revising design already completed, revising calculations already performed, and revising documents. 13. Termination for Default: If the Contractor defaults by failing to perform any of the obligations of the Agreement or becomes insolvent or is declared bankrupt or commits any act of bankruptcy or insolvency or makes an assignment for the benefit of creditors, the County may, by depositing written notice to the Contractor in the U.S. mail, postage prepaid, terminate the Agreement, and at the County's option, obtain performance of the work elsewhere. If the Agreement is terminated for Page 8 of 21 PROFESSIONAL SERVICES AGREEMENT 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. Termination for Public Convenience: The County may terminate the Agreement in whole or in part whenever the County determines, in its sole discretion that such termination is in the best interests of the County. Whenever the Agreement is terminated in accordance with this paragraph, the Contractor shall be entitled to payment for actual work performed at unit contract prices for completed items of work. In the event of such termination, an equitable adjustment shall be made in the compensation payable to Contractor. An equitable adjustment in the contract price for partially completed items of work will be made, but such adjustment shall not include provision for loss of anticipated profit on deleted or uncompleted work. Termination of this Agreement by the County at any time during the term, whether for default or convenience, shall not constitute a breach of contract by the County. 15. Defense &Indemnity Asreement: The Contractor agrees to and shall, indemnify and hold harmless the County, its Additional Insureds, appointed and elective officers, agents and employees, from and against all loss or expense, including but not limited to judgments, settlements, reasonable attorney's fees and costs of defense by reason of any and all claims and demands upon the County, its Additional Insured's, its elected or appointed officials, agents, or employees for damages because of personal or bodily injury, including death at any time resulting therefrom, sustained by any person or persons and on account of damage to property including loss of use thereof, to the extent caused by the negligence of the Contractor, its sub -Contractors, its elected officers, employees or their agents, except only such injury or damage 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. Industrial Insurance Waiver: With respect to the performance of this Agreement and as to claims against the County, its Additional insureds, officers, agents and employees, the Contractor expressly waives its immunity under Title 51 of the Revised Code of Washington, the Industrial Insurance Act, for injuries to its employees and agrees that the obligations to indemnify, defend and hold harmless provided in this agreement extend to any claim brought by or on behalf of any employee of the Contractor. This waiver is mutually negotiated by the parties to this Agreement. 17. Venue and Choice of Law: In the event that any litigation should arise concerning the construction or interpretation of any of the terms of this Agreement, the venue of such action of litigation shall be in Page 9 of 21 PROFESSIONAL SERVICES AGREEMENT 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. 18. WithholdinE Payment: In the event the Contractor has failed to perform any obligation to be performed by the Contractor under this Agreement within the time set forth in this Agreement, then the County may, upon written notice, withhold all monies due and payable to Contractor, without penalty, until such failure to perform is cured or otherwise adjudicated. 19. Future Non -Allocation of Funds: If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the County will not be obligated to make payments for services or amounts incurred after the end of the current fiscal period. No penalty or expense shall accrue to the County in the event this provision applies. 20. Contractor Commitments. Warranties and Representations: The Contractor represents and warrants to the County as follows: 20.1 The Contractor is duly incorporated, validly existing and in good standing under the laws of the State of Washington, and has all requisite corporate power and authority to enter into and to perform its obligations under this Agreement. 20.2 The Contractor has the authority to execute this Agreement, to make the representations and warranties set forth in it and to perform the obligations of the Contractor under this Agreement in accordance with its terms. 20.3 This Agreement has been validly executed by an authorized representative of the Contractor and constitutes a valid and legally binding and enforceable obligation of Contractor. 20.4 The Contractor has or will obtain prior to the commencement date such licenses, permits and other authorizations from federal, state and other governmental authorities, as are necessary for the performance of its obligations under this Agreement. 20.5 The Contractor is not in violation of any applicable law, ordinance or regulation the consequence of which will or may materially affect Contractor's ability to perform its obligations under this Agreement. The Contractor is not subject to any order or judgment of any court, tribunal or governmental agency which materially and adversely affects its operations or assets in the State of Washington, or its ability to perform its obligations under this Agreement. 20.6 The Contractor certifies that that it is not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from covered transactions by any Federal department or agency. Page 10 of 21 PROFESSIONAL SERVICES AGREEMENT 20.7 None of the representations or warranties in this Agreement, and none of the documents, statements, certificates or schedules furnished or to be furnished by Contractor pursuant hereto or in connection with the performance of the obligations contemplated under this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary to make the statements of fact contained therein not misleading. 21. Patent/Copyright Infringement: Contractor will defend and indemnify the County from any claimed action, cause or demand brought against the County; to the extent such action is based on the claim that information supplied by the Contractor infringes any patent or copyright. The Contractor will pay those costs and damages attributable to any such claims that are finally awarded against the County in any action. Such defense and payments are conditioned upon the following: 21.1 Contractor shall be notified promptly in writing by County of any notice of such claim. 21.2 Contractor shall have the right, hereunder, at its option and expense, to obtain for the County the right to continue using the information, in the event such claim of infringement is made, provided no reduction in performance or loss results to the County. 22. Disputes: 22.1 General: Differences between the Contractor and the County, arising under and by virtue of the Agreement Documents shall be brought to the attention of the County at the earliest possible time in order that such matters may be settled or other appropriate action promptly taken. Except for such objections as are made of record in the manner hereinafter specified and within the time limits stated, the records, orders, instructions, and decisions of the Kittitas County Commissioners shall be final and conclusive. 22.2 Notice of Potential Claims: The Contractor shall not be entitled to additional compensation which otherwise may be payable, or to extension of time for (1) any act or failure to act by the County, or (2) the happening of any event or occurrence, unless the Contractor has given the County a written Notice of Potential Claim within ten (10) days of the commencement of the act, failure, or event giving rise to the claim, and before final payment by the County. The written Notice of Potential Claim shall set forth the reasons for which the Contractor believes additional compensation or extension of time is due, the nature of the cost involved, and insofar as possible, the amount of the potential claim. Contractor shall keep full and complete daily records of the work performed, labor and material used, and all costs and additional time claimed to be additional. 22.3. Detailed Claim: The Contractor shall not be entitled to claim any such additional compensation, or extension of time, unless within thirty (30) days of the completion of the portion of the work from which the claim arose, and before final payment by the County, the Contractor has given the County a detailed written statement of each element of cost or other compensation Page 11 of 21 PROFESSIONAL SERVICES AGREEMENT requested and of all elements of additional time required, and copies of any supporting documents evidencing the amount or extension of time claimed to be due. 23. Ownership of Items Produced: All writings, programs, data, public records or other materials prepared by the Contractor and/or its consultants or sub -Contractors, in connection with performance of this Agreement shall be the sole and absolute property of the County. 24. 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. 25. Notice: Except as set forth elsewhere in the Agreement, for all purposes under this Agreement, except service of process, notice shall be given by the Contractor to the department head of the department for whom services are rendered, the County Project Manager (listed on page 1 of this Agreement) and to the Kittitas County Board of County Commissioners, 205 W 5th Ave, Suite 108, Ellensburg, WA 98926. Notice to the Contractor for all purposes under this Agreement shall be given to the address reflected on the signature page. Notice may be given by delivery or by depositing in the U.S. Mail, first class, postage prepaid. 26. Severability: If any term or condition of this Agreement or the application thereof to any persons) or circumstances is held invalid, such invalidity shall not affect other terms, conditions or applications which can be given effect without the invalid term, condition or application. To this end, the terms and conditions of this Agreement are declared severable. 27. Miscellaneous: 27.1 The County's failure or delay to insist upon strict performance of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement shall not be construed as a waiver or relinquishment to any extent of its right to assert or rely upon any such provisions, rights or remedies in that or any other instance; rather the same shall be and remain in full force and effect. 27.2 This Agreement embodies the entire Agreement between the County and Contractor, and supersedes any and all prior agreements, regarding the Work. No change, amendment or modification of any provisions of this Agreement shall be valid unless set forth in a written instrument signed by the party to be bound thereby. Page 12 of 21 PROFESSIONAL SERVICES AGREEMENT 27.3 The rights and remedies of the County set forth in any provision of this Agreement are in addition to and do not in any way limit any other rights of remedies afforded to the County by any other provisions of this Agreement, by any of Contractor's Support or by law. 27.4 The headings of sections and paragraphs of this Agreement are for convenience of reference only and are not intended to restrict, affect or be of any weight in the interpretation or construction of the provisions of such sections or paragraphs. 28. Waiver: Waiver of any breach or condition of this Agreement shall not be deemed a waiver of any prior or subsequent breach. No terms or conditions of this Agreement shall be held to be waived, modified or deleted except by an instrument, in writing, signed by the parties hereto. 29. Survival: The provisions of paragraphs 7, 9, 11, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 28, 30, and 31, shall survive, notwithstanding the termination or invalidity of this Agreement for any reason. 30. Nondiscrimination: 30.1 The County is an equal opportunity employer. 30.2 Nondiscrimination in Employment: In the performance of this Agreement, the Contractor will not discriminate against any employee or applicant for employment on the grounds of race, creed, color, national origin, sex, sexual orientation, marital status, age or the presence of any sensory, mental or physical handicap; provided that the prohibition against discrimination in employment because of handicap shall not apply if the particular disability prevents the proper performance of the particular worker involved. The Contractor shall ensure that applicants are employed, and that employees are treated during employment without discrimination because of their race, creed, color, national origin, sex, sexual orientation, marital status, age or the presence of any sensory, mental or physical handicap. Such action shall include, but not be limited to: employment, upgrading, demotion or transfers, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and programs for training including apprenticeships. The Contractor shall take such action with respect to this Agreement as may be required to ensure full compliance with local, state and federal laws prohibiting discrimination in employment. 30.3 Nondiscrimination in Services: The Contractor will not discriminate against any recipient of anY services or benefits provided for in this Agreement on the grounds of race, creed, color, national origin, sex, sexual orientation, marital status, age or the presence of any sensory, mental or physical handicap. 30.4 If any assignment and/or subcontracting has been authorized by the County, said assignment or subcontract shall include appropriate safeguards against discrimination. The Contractor shall take such action as may be required to ensure full compliance with the provisions in the immediately preceding paragraphs herein. Page 13 of 21 PROFESSIONAL SERVICES AGREEMENT 31, Prevailing Wage: Contractor shall pay the prevailing rate of wages to all workers, laborers, or mechanics employed in the performance of any part of the Work in accordance with RCW 39.12 and the rules and regulations of the Department of Labor and Industries. The schedule of prevailing wages rates for the locality or localities of the Work is determined by the Industrial Statistician of the Department of Labor and Industries. It is the Contractor's responsibility to verify the applicable prevailing wage rate. It is understood that the Contractor is responsible for obtaining and completing all required government forms and submitting same to the proper authorities. Disputes regarding prevailing wage rates shall be referred for arbitration to the Director of the Department of Labor and Industries. The arbitration decision shall be final and conclusive and binding on all parties involved in the dispute as provided for by RCW 39.12.060, 32. Time is of Essence: Time is of the essence in the performance of this contract unless a more specific time period is set forth elsewhere in this Agreement. 33. Construction: This Agreement has been mutually reviewed and negotiated by the parties and should be given a fair and reasonable interpretation and should not be construed less favorably against either party. 34. Standard of Care: The Contractor shall perform its duties hereunder in a manner consistent with that degree of care and skill ordinarily exercised by members of the same profession as Contract currently practicing under similar circumstances. The Contractor shall, without additional compensation, correct those services not meeting such a standard. 35. Agreement Not for Benefit of Third Parties: This Agreement is entered into solely for the benefit of the parties hereto and vests no rights in, or is it enforceable by, any third parties. Page 14 of 21 PROFESSIONAL SERVICES AGREEMENT ATTACHMENT D. INSURANCE The Contractor shall secure and maintain in effect at all times during performance of the or such insurance as will protect Contractor, its Support and the Additional Insured's from all claims, losses, harm, costs, liabilities, damages and expenses arising out of personal injury (including death) or property damage that may result from performance of the work or this Agreement, whether such performance is by Contractor or any of its Support. All insurance shall be issued by companies admitted to do business in the State of Washington and have a rating of A-, Class VII or better in the most recently published edition of Best's Reports unless otherwise approved by the County. If an insurer is not admitted, all insurance policies and procedures for issuing the insurance policies must comply with Chapter 48.15 RCW and 284-15 WAC. The Contractor shall provide proof of insurance for: 1) Commercial General Liability Insurance. • Coverage limits not less than: • $1,000,000 per occurrence per project • $2,000,000 general aggregate • $1,000,000 products & completed operations aggregate • $1,000,000 personal and advertising injury, each offense • Certificate Holder— Kittitas County ■ The Certificate must name the County as additional insured as defined in the Agreement ■ Sixty (60) days written notice from Contractor to the County of cancellation of the insurance policy. 2) Stop Gap/Employers Liability. • Coverage limits not less than: • $1,000,000 each accident • $1,000,OOOdisease —policy limit • $1,000,OOOdisease —each employee ■ Thirty (30) days written notice from Contractor to the County of cancellation of the insurance policy. Page 15 of 21 PROFESSIONAL SERVICES AGREEMENT 3) Commercial Automobile Liability Insurance. ■ Automobile Liability for owned, non -owned, hired, and leased vehicles, with an MCS 90 endorsement and a CA 9946 endorsement attached IT pollutants are to be transported. • Coverage limits not less than: ■ $1,000,000 combined single limit ■ Thirty (30) days written notice from Contractor to the County of cancellation of the insurance policy. 4) Excess or Umbrella Liability. ■ The Contractor shall provide Excess or Umbrella Liability coverage at limits of $1,000,000 per occurrence and annual aggregate. This Excess or Umbrella Liability coverage shall apply, at a minimum, to both the Commercial General and Auto Insurance policy coverage. ■ This requirement may be satisfied instead through the Contractor's primary Commercial General and Automobile Liability coverage, or any combination thereof. 5) Workers' Compensation, ■ Workers' Compensation in amounts required by law. Contractor shall furnish to the County a Certificate of Insurance with Endorsement as evidence that policies providing insurance required by this Agreement are in full force and effect, and name the County as additional insured, excluding i) Workers Compensation and ii) Commercial Automobile Liability, where County will not be named additional insured. Contractor hereby waives all rights of recourse against Kittitas County for personal injury, including death, and property damage. Contractor's insurance policies required above shall be primary insurance and shall be non-contributing with any other insurance maintained by Kittitas County. The Contractor shall assume full responsibility for all loss or damage from any cause whatsoever to any tools, Contractor's employee -owned tools, machinery, equipment, or motor vehicles owned or rented by the Contractor, or the Contractor's agents, suppliers or contractors as well as to any temporary structures, scaffolding and protective fences. The Contractor shall have sole responsibility for ensuring the insurance coverage and limits required are obtained by subcontractors. 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. Page 16 of 21 ATTACHMENT "E" RETIREMENT STATUS FORM (SIGNATURE REQUIRED) -COUNTY RETAINS THIS FORM ALL CONTRACTORS, SERVICES CONTRACTORS, AND INDEPENDENT CONTRACTORS MUST COMPLETE AND SIGN SECTION 1: CONTRACTOR COMPLETES THIS SECTION: Did you retire from one of the State of Washington Retirement Systems? _ Yes j.Q No Did you retire before age 65 using the 2008 early retirement factors (ERF)? _ Yes No Will you be receiving direct compensation for these services? _ Yes No Will you be receiving indirect compensation for these services? _ Yes No (Full name of contractor as in DRS filings -Please Print):IGf�t— Signature:--C Last our Digits of Social Security No. 2 Z (p SECTION 1: COUNTY COMPLETES THIS SECTION: [Use Member Reporting Verification (MRV) to verify the past retirement membership and document below] 1. Contractor has been a member of a Washington State Retirement System? _Yes _ No If yes, which system and plan? _ Teacher's Retirement System (TRS) _Plan 1 _Plan Is the Contractor a 2 _Plan Retirement 3 _ School Employees' Retirement System (SERS) _ Plan 2 _ Plan 3 _ Public Employees' Retirement Systems (PERS) _ Plan 1 _ Plan 2 _ Plan 3 Public Safety Employees' Retirement System (PSERS) _ Plan 2 _ Law Enforcement Officers' & Fire Fighters' Retirement System (LEOFF) _ Plan 1 _ Plan 2 Washington State Patrol Retirement System (WSPRS) _ Plan 1 _ Plan 2 _ Judicial Retirement System (JRS) 2. Is the Contractor a retiree of a Washington State Retirement System? _Yes _ No 3. Did the Contractor retire before age 65 using the 2008 ERF? _Yes _ No I have verified the information above using MRV or by contacting DRS. COUNTY REPRESENTATIVE (Please Print Signature:, _ Date: COUNTY RETAINS THIS FORM Page 17 of 21 ATTACHMENT "E" RETIREMENT STATUS FORM (SIGNATURE REQUIRED) -COUNTY RETAINS THIS FORM ALL CONTRACTORS, SERVICES CONTRACTORS, AND INDEPENDENT CONTRACTORS MUST COMPLETE AND SIGN SECTION 1: CONTRACTOR COMPLETES THIS SECTION: Did you retire from one of the State of Washington Retirement Systems? _ Yes No Did you retire before age 65 using the 2008 early retirement factors (ERF)? _ Yes A No Will you be receiving direct compensation for these services? _Yes No Will you be receiving indirect compensation for these services? _ Yes No CONTRACTOR (Full name of contractor as in DRS filings -Please Print):ure�o1 rip/ Q0101 Signature: z Last Four Digits of Social Security No. 6 / 1 SECTION 1: COUNTY COMPLETES THIS SECTION: [Use Member Reporting Verification (MRV) to verify the past retirement membership and document below] 1. Contractor has been a member of a Washington State Retirement System? _Yes _ No If yes, which system and plan? _ Teacher's Retirement System (TRS) _Plan 1 _Plan Is the Contractor a 2 _Plan Retirement 3 _ School Employees' Retirement System (SERS) _ Plan 2 _ Plan 3 _ Public Employees' Retirement Systems (PERS) _ Plan 1 _ Plan 2 _ Plan 3 _ Public Safety Employees' Retirement System (PSERS) _ Plan 2 _ Law Enforcement Officers' & Fire Fighters' Retirement System (LEOFF) _ Plan 1 _ Plan 2 _ Washington State Patrol Retirement System (WSPRS) _ Plan 1 _ Plan 2 _ Judicial Retirement System (JRS) 2. Is the Contractor a retiree of a Washington State Retirement System? _Yes _ No 3. Did the Contractor retire before age 65 using the 2008 ERF? _Yes _ No I have verified the information above using MRV or by contacting DRS. COUNTY REPRESENTATIVE (Please Pri Sign Date: COUNTY RETAINS THIS FORM Page 17 of 21 ATTACHMENT "E" RETIREMENT STATUS FORM (SIGNATURE REQUIRED) -COUNTY RETAINS THIS FORM ALL CONTRACTORS, SERVICES CONTRACTORS, AND INDEPENDENT CONTRACTORS MUST COMPLETE AND SIGN SECTION 1: CONTRACTOR COMPLETES THIS SECTION: Did you retire from one of the State of Washington Retirement Systems? _ Yes Z( No Did you retire before age 65 using the 2008 early retirement factors (ERF)? _ Yes X No Will you be receiving direct compensation for these services? _ Yes X No Will you be receiving indirect compensation for these services? _ Yes X No CONTRACTOR (Full name of contractor as in DRS filings -Please Print): 1"V t L:.k u Signature: ' Last Four Digits of Social Security No. tqq%, Date: SECTION 1: COUNTY COMPLETES THIS SECTION: [Use Member Reporting Verification (MRV) to verify the past retirement membership and document below] 1. Contractor has been a member of a Washington State Retirement System? _Yes _ No If yes, which system and plan? _ Teacher's Retirement System (TRS) _Plan 1 _Plan Is the Contractor a 2 _Plan Retirement 3 _ School Employees' Retirement System (SERS) _ Plan 2 _ Plan 3 Public Employees' Retirement Systems (PERS) _ Plan 1 _ Plan 2 _ Plan 3 Public Safety Employees' Retirement System (PSERS) _ Plan 2 _ Law Enforcement Officers' & Fire Fighters' Retirement System (LEOFF) _ Plan 1 _ Plan 2 _ Washington State Patrol Retirement System (WSPRS) _ Plan 1 _ Plan 2 _ Judicial Retirement System (JRS) 2. Is the Contractor a retiree of a Washington State Retirement System? _Yes _ No 3. Did the Contractor retire before age 65 using the 2008 ERF? _Yes _ No I have verified the information above using MRV or by contacting DRS. COUNTY REPRESENTATIVE (Please Signature:, _ Date: COUNTY RETAINS THIS FORM Page 17 of 21 ATTACHMENT F Enter your TIN In theappropriatebox. The TIN provided must match the name given on line 1 to avoid I Social Q Request for Taxpayer G;ve Form to the Form Identification Number and Certification requester. Do not (Rev. 0ctober��/ 2ola) Depazimant often Treasury send to the IRS. Informal Revenue service It, Go to www.lrs.gov/FormWg for instructions and the latest information. 1 Name (as shown on your Income tax return). Name is required on this line; do not leave this line blank. The Watershed Com p an 2 Business name/disregarded entity name, If different from above 3 Check appropriate box for federal tax dassificatlon of the person whose name Is entered on line 1. Check only one of the 4 Exemptions(codes apply only to following seven boxes. certain entitles, not individuals; see a Instructions on page 3): p ElIndividual/sole proprietor or Ed Corporation ElS Corporation ElPar orshlp L1Trust/estate single -member LLC Exempt payee code (If any) 5- at ao ji�'t ❑ Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) 0 2 Note: Check the appropriate box in the line above for the tax classification of the single -member owner. Donotcheck Exemption from FATCA reporting 'G LLC If the LLC Is classified as a single -member LLC that is disregarded from the owner unless the owner of the LLQ Is code if an ( y) it another LLC that Is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single -member LLC that a' Is disregarded from the owner should check the appropriate box for the tax classification of Its owner. ❑ Other (see instructions) 0- Moses to ocoouflls <meawmae n,e US) 5 Address (number, street, and apt. or suite no.) See Instructions. Requester's name and address (optional) N 750 Sixth Street South e City, state, and ZIP code Kirkland, WA 9B033 - 7 List account numbers) hero(optlonal) Taxpayer Identification Number (TIN) security number ] backup withholding. For individuals, this is generally your social security number ISSN). However, fora resident alien, sola proprietor, or disregarded entity, see the instructions for Part I, later. For other entities,. It is your employer Identification number (EIN). If you do not have a number, see How fo get a TIN, later. or Note: If the account is In more than one name, see the instructions for line 1. Also see What Name and Employer Identification number Number To Give the Requester for guidelines on whose number to enter. Ulf 11 — I 7 1 3 1 6 1 4 1 3 1 9 1 3 Under penalties of perjury, I certify that: _ 1. The number shown on this form Is mycorrect taxpayer identification number (or I am waiting for a number to be Issued tome); and 2. I am not subject to backup withholding because; (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report ail Interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and 3. 1 am a U.S. citizen or other U,S. person (defined below); and 4. The FATCA code(s) entered on this form if any) indicating that I am exempt. from FATCA reporting Is correct. Certification Instructions. You must cross out Item 2 above If you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all Interest and dividends on your tax return. For real estate transactions, Item 2 does not apply. For mortgage Interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an Individual retirement arrangement (IRA), and generally, payments other than Interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part ll, later. Signature of U.S. person � Date General Instructions Sectlonreferences are to the Internal Revenue Code unless otherwise noted. ► ads, Including those from Putore developments. For the latest Information about developments related to Form W-9 and Its Instructions, such as legislation enacted after they were published, go to wwwirs.gov/F`ormW9. Purpose of Form An Individual or entity (Form W-9 requester) who is required to flle an information return with the IRS must obtain your correct taxpayer Identification number (TIN) which may be your social security number ISSN), Individual taxpayer Identification number (]TIN), adoption taxpayer Identification number (ATIN), or employer Identification number (EIN), to report on an Information return the amount paid to you, or other amount reportable on an Information return. Examples of Information returns Include, but are not limited to, the following. • Form 1099 -INT (interest earned or paid) • Form 1099 -DIV (dividestocks or mutual funds) • Form 1099-MISC (various types of Income, prizes, awards, or gross proceeds) • Form 1099-13 (stock or mutual fund sales and certain other transactions by brokers) • Form 1099-S (proceeds from real estate transactions) •Form 1099-K (merchant card and third party network transactions) • Form 1098 (home mortgage Interest), 1098-E (student loan Interest), 1098-T (tultlon) • Form 1099-C (canceled debt) • Form 1099-A Iacqulsltlon or abandonment of secured property) Use Form W-9 only If you are a U.S. person (including a resident ellen), to provide your correct TIN. If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding, Tater. Cat. No. 10231X Form Vlf-9 (Rev. 10-2018)