HomeMy WebLinkAbout2019-0128 Kittitas 2019-2039 Com Plan Update SCJ Standard Agreement For Professional Services (2)
SCJ Agreement for Professional Services Page 1
SHEA, CARR & JEWELL, INC.
AGREEMENT FOR PROFESSIONAL SERVICES
This Agreement for Professional Services (or this “Agreement”) is dated January 28, 2019, and is
made and entered into by and between:
Firm: Shea, Carr & Jewell, Inc. (dba SCJ Alliance) (“SCJ”)
Address: 8730 Tallon Lane NE, Suite 200, Lacey, WA 98516
Telephone: 360-352-1465
Fax: 360-352-1509
and
Client: Kittitas County (“Client”)
Address: 411 North Ruby Street, Suite 1, Ellensburg, WA 98926
Telephone: 509-962-7610
Fax: 509-962-7663
Email: dan.carlson@co.kittitas.wa.us
Section 1 – The Project. SCJ shall perform all services, as described in Section 2 below, for the following project:
a. Project Name: Kittitas County 2019 – 2039 Comprehensive Plan Update (the “Project”)
b. Project Number: SCJ# 774.02
c. Project Location: Kittitas County
d. Project Timeline: SCJ shall perform its services as expeditiously as is consistent with the professional skill
and care and the orderly progress of the Project. If SCJ is delayed in meeting this projected timeline due to causes
beyond its control (including, but not limited to, war, riot, civil disorder, fire, labor trouble, strikes, accidents, energy
failure, equipment breakdown, delays of suppliers, printers, or carriers, action of government or civil authority, or
acts of God), then the projected timeline shall be extended accordingly.
Section 2 – Scope of Work. SCJ shall perform the services (the “Work”) described in Attachment A:
Section 3 – Compensation to SCJ. SCJ shall perform the Work for Client for the following compensation:
Budget Summary Fee Amount Fee Basis
Phase 01 – Project Management $ 8,950 T&M
Phase 02 – Updates to Comprehensive Plan Chapters $ 15,590 T&M
Phase 03 – Public Outreach & Stakeholder Engagement $ 10,110 T&M
Phase 04 – Revise Public Review Draft $ 18,290 T&M
Phase 05 – Final Plan Approval Process $ 5,570 T&M
Phase 99 – Expenses $ 1,911 T&M
TOTAL MAXIMUM FEE: $ 60,421
SCJ Agreement for Professional Services Page 2
Time and Materials. When the basis of SCJ’s compensation is time and materials, Client will pay SCJ for the time SCJ
spends and all the expenses SCJ incurs (see expenses addressed below) in performing the Work, pursuant to the
Billing Rate Schedule shown in Attachment B. SCJ may change its billing rates and/or the reimbursement rate for the
expenses it incurs from time to time due to market conditions with prior notice to Client. If SCJ changes any of its
billing rates and/or reimbursement rates for its expenses, SCJ shall promptly provide a copy of its revised Billing Rate
Schedule to Client.
Changes in billing rates and/or reimbursement rates for expenses is not a basis for increasing the Total Maximum
Fee shown above.
Lump Sum. When the basis of SCJ’s compensation is a lump sum, Client will pay SCJ on a percent-complete basis of
the Total Maximum Fee for the Work described in Section 2 of this Agreement. SCJ will be compensated in full upon
completion of the Work. Any out-of-scope or extra services requested by the Client will be paid to SCJ on a time and
materials basis in accordance with the provisions described above under Time and Materials.
Expenses. Expenses will include, but not be limited to, the following: transportation costs, including mileage; meals
and lodging; laboratory tests and analyses; computer services; word processing services; telephone, printing,
binding, and reproduction charges; all costs associated with outside consultants and other outside services and
facilities; and other similar costs. Expenses which SCJ incurs on Client’s behalf for outside consultants and other
outside services or facilities shall include a 10% markup to compensate SCJ for its activities related to these expenses,
such as: excise tax, liability insurance, profit, and additional administrative overhead.
Section 4 – Billing and Payment. SCJ will provide Client with an invoice once per month for Work on the Project
during the prior month. Client agrees to pay SCJ within 30 days of receiving SCJ’s invoice, after which date, if the
invoice has not been paid in full, Client’s account will become delinquent. Client is deemed to have received an
invoice three days after SCJ mailed it to Client at its address provided in this Agreement, postage prepaid. If Client’s
account becomes delinquent at any time, the following shall apply:
• SCJ may, in its sole discretion, cease all Work on the Project and retain all records and work product
in its possession related to the Project until such time as Client’s account is brought current; and/or
• SCJ will assess interest at the rate of 1.5 percent per month against any delinquent invoice balance,
unless such rate of interest exceeds the legal limit, in which case interest will be assessed against
the delinquent invoice balance at the highest legal rate.
Section 5 – Standard of Care; No Warranties. SCJ will perform the Work consistent with the professional skill and
care ordinarily provided by professionals practicing in the same or similar locality under the same or similar
circumstances at the time the Work is performed. SCJ does not make or intend to make any warranty, expressed or
implied, by performing any of the Work.
Section 6 – No Third-Party Beneficiaries. The parties do not intend, and no such intent shall be inferred, that SCJ
assumes a direct obligation to any third party by entering into this Agreement.
Section 7 – Notice to Cure a Default. If SCJ materially breaches a provision of this Agreement, SCJ may be deemed
in default. If SCJ fails within five (5) business days after written notification to commence and continue satisfactory
correction of such default with diligence and promptness, then Client shall give SCJ a second written notice of
termination within three (3) business days following the end of the five (5) day period.
SCJ Agreement for Professional Services Page 3
Section 8 – Termination by Client.
8.1 Client may terminate this Agreement as provided in Section 7 in addition to any other remedy provided by
this Agreement. If Client’s costs arising out of SCJ’s failure to cure the default, including the cost of
completing the Work, exceed the unpaid Compensation to SCJ, SCJ shall be liable to the Client for such
excess costs as limited by Section 10 below. If Client’s costs are less than the unpaid Compensation to SCJ,
Client shall pay the difference to SCJ. In the event Client exercises its rights under this Section 8, Client shall
furnish to SCJ a detailed accounting of the costs incurred by Client.
8.2 Client may terminate this Agreement for its own convenience upon fourteen (14) days written notice to
SCJ. Upon any termination for convenience, Client shall pay SCJ for all sums due through the effective date
of the termination including, but not limited to, the amounts provided in Section 3 above and any expected
profits.
8.3 If Client terminates this Agreement, with or without cause, before SCJ completes all of the Work, SCJ shall
have the right to complete such services, analysis, and records, within its sole discretion, as are necessary
to place SCJ’s files in order and to complete a report on the services performed pursuant to this Agreement
(“Project Closeout”). The time expended and expenses incurred by SCJ in carrying out the Project Closeout
shall be billed to Client in addition to all time expended and expenses incurred by SCJ up to the date of
termination.
Section 9 – Termination by SCJ.
9.1 SCJ may terminate this Agreement upon five (5) days written notice of the following:
a. Client fails to pay SCJ in accordance with this Agreement.
b. Client otherwise materially breaches this Agreement.
9.2 Upon termination by SCJ pursuant to this Agreement, SCJ shall be entitled to recover from Client payment
for all sums due through the date of termination and for any proven loss, cost, or expense including, but
not limited to, the amounts owing from Section 3 above, expected profits, and Project Closeout.
Section 10 – Limitation of Liability. The parties agree that the liability of SCJ (which includes SCJ’s shareholders,
directors, officers, employees, and agents) to Client for any loss or damage (whether damage or destruction of
property or personal injury or death) related in any way to SCJ’s performance or nonperformance under this
Agreement shall be limited to the total Compensation in Section 3 above or one hundred thousand dollars
($100,000), whichever is greater. IN NO EVENT SHALL SCJ BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL,
INCIDENTAL, LOST PROFITS OR LIFE EXPECTANCY DAMAGES ARISING OUT OF THIS AGREEMENT.
Section 11 – Indemnification.
11.1 SCJ shall indemnify and hold Client harmless from all claims, demands or lawsuits at law or equity for
personal injury or property damage (“Claim”) arising in whole or in part from the negligence of SCJ or SCJ’s
agents, employees, or subconsultants; provided that nothing herein shall require SCJ to indemnify and hold
harmless Client from Claims based solely upon the negligence of Client, its agents, officers or employees.
11.2 Client shall indemnify and hold harmless SCJ, its officers, directors, shareholders, and employees, from all
claims, demands, or lawsuits at law or equity for personal injury or property damage (“Claim”) arising in
whole or in part from the negligence of Client or Client’s agents, employees, contractors, or subcontractors;
providing that nothing herein shall require Client to indemnify and hold harmless SCJ from Claims based
solely upon the negligence of SCJ, its agents, officers, or employees.
SCJ Agreement for Professional Services Page 4
11.3 The indemnifications contained in Sections 11.1 and 11.2 are valid and enforceable only to the extent of the
indemnitor’s negligence where the damages arise out of services or work in connection with or collateral to,
a contract or agreement relative to construction, alteration, repair, addition to, subtraction from,
improvement to, or maintenance of, any building, highway, road, railroad, excavation, or other structure,
project, development, or improvement attached to real estate, including moving and demolition in
connection therewith, a contractor agreement for architectural, landscape architectural, engineering, or
land surveying services and where the damages are caused by or result from the concurrent negligence of
(i) SCJ or its officers, employees, and agents, and (ii) Client or its officers, employees, and agents. This
paragraph is intended to comply with RCW 4.24.115.
11.4 Both SCJ and Client expressly waive any immunity, from claims against each other, provided by the
Washington State Industrial Insurance Act (RCW 51) or similar act of any other state. The provisions of this
section shall not be limited in any way by any limitation on benefits payable to or for any third party under
any State’s Workers’ Compensation Act. This waiver is not intended to waive and does not waive SCJ’s design
professional immunity from claims by an injured worker or beneficiary provided by RCW 51.24.035.
11.5 Both SCJ and Client acknowledge that they have mutually negotiated this
waiver of immunity under the Washington State Industrial Insurance Act
(RCW 51).
Section 12 – Concurrent Work. This Agreement shall not limit, in any way, other
work SCJ may undertake for any other client.
Section 13 – Insurance. SCJ shall obtain and keep in force during the terms of this Agreement insurance coverage as
follows: (a) Workers’ Compensation, as required by applicable statute; (b) Comprehensive General Liability, $2
million per occurrence and $4 million in the aggregate; (c) Automobile, $1 million combined single limit; and (d)
Professional Liability, $1 million per claim and $2 million in the aggregate.
SCJ will provide Client with thirty (30) day notice prior to cancelling any of the aforementioned policies.
Section 14 – Dispute Resolution, Jurisdiction, Venue, Attorney Fees, and Applicable Law.
14.1 Mediation. In the event that any dispute arises between the parties related to this Agreement, the parties
agree to submit the dispute to non-binding mediation upon either party providing the other with written
notice describing the dispute in detail. The parties shall cooperate in selecting the mediator, and the
mediation shall occur within 30 days of a party providing written notice to the other party of the dispute.
The mediation shall take place in Tacoma, Washington.
14.2 Arbitration. Except as provided below in Section 14.3., if such mediation does not resolve the dispute, such
dispute shall be submitted to final and binding arbitration pursuant to the Washington’s Uniform
Arbitration Act (RCW 7.04A). The arbitration shall be conducted in Tacoma, Washington. The prevailing
party in any such arbitration shall be entitled to recover its reasonable costs and attorney fees.
14.3 Fee Disputes. Following mediation pursuant to Section 14.1, any dispute involving only Client’s failure to
pay SCJ pursuant to this Agreement for SCJ’s performance of the Work, may be resolved by commencing a
lawsuit in court. Venue for the lawsuit shall be Pierce County, Washington. The prevailing party in any such
lawsuit shall be entitled to recover its reasonable costs and attorney fees.
14.4 Applicable Law. This Agreement shall be governed by the laws of the State of Washington.
Initial here for Voluntary Waiver
SCJ
Client
Initial Here
SCJ Agreement for Professional Services Page 5
Section 15 – Ownership of Work Product and Confidentiality. All reports, plans, specifications, field data, notes and
other documents, including all documents on electronic media, which SCJ prepares in connection with the Project
(which information is collectively referred to herein as “SCJ’s Work Product”) are instruments of SCJ’s service and
shall remain the sole property of SCJ, unless agreed otherwise in writing. Client shall not reuse or modify SCJ’s Work
Product, without SCJ’s prior written authorization, which authorization SCJ may not unreasonably withhold. Any
unauthorized use of the SCJ’s Work Product shall be at the Client’s sole risk and without liability to SCJ and the Client
agrees to defend, indemnify and hold harmless SCJ for all claims and liability resulting from such unauthorized use.
Client shall maintain the confidentiality of information specifically designated as confidential by SCJ, unless
withholding such information would violate the law, create the risk of significant harm to the public or prevent the
Client from establishing a claim or defense in an adjudicatory proceeding. Only information designated as
confidential by SCJ shall be deemed confidential as provided by this paragraph.
Section 16 – Electronic Files and Data. Subject to Section 15 above, if requested, SCJ will provide electronic files to
Client for its use and reference in connection with the Project. Client acknowledges and agrees that it shall be solely
responsible for inspecting and testing any such electronic files before accessing or using them to verify they are free
from bugs, viruses, or other destructive or harmful programs (referred to collectively herein as “Viruses”). Further,
SCJ does not make or intend to make any warranty, expressed or implied, that any electronic file it provides to Client
will be free from Viruses. Therefore, Client waives any claim it may have against SCJ which waiver includes all
measures of damages, including, but not limited to, general, special, direct, indirect, consequential (including loss of
profits and/or business), exemplary, statutory, and punitive damages) because any electronic files SCJ provides to
client contain any Viruses.
All deliverables provided to Client for the Work shall be hard copies unless otherwise stated in Attachment B. If
requested, SCJ may provide electronic files to Client; however, Client acknowledges and agrees that it shall be solely
responsible for verifying consistency between electronic files and hard copy deliverables. In the event of any
inconsistency between hard copy deliverables and electronic files, the hard copy deliverable shall govern.
Section 17 – Notices. Any written notice provided by one of the parties to the other in connection with this
Agreement shall be received when personally delivered, when received by facsimile, or on the third day following
mailing by USPS, postage prepaid, to:
SCJ: SCJ Alliance Client: Kittitas County
Attn: Dan Penrose, AICP Attn: Dan Carlson
8730 Tallon Lane NE 411 North Ruby Street
Suite 200 Suite 1
Lacey, WA 98516 Ellensburg, WA 98926
Fax: 360-352-1509 Fax: N/A
Email: dan.penrose@scjalliance.com Email: dan.carlson@co.kittitas.was.us
Section 18 – Survival and Severability. The terms and conditions of this Agreement shall survive the completion of
the Work and the termination of this Agreement, whether for cause or for convenience. If any term or condition of
this Agreement is ever held to be unenforceable, all remaining terms and conditions shall continue in full force and
effect.
Section 19 – Modifications. This Agreement represents the entire and integrated Agreement between the parties
hereto and supersedes all prior negotiations, representations, or agreements, either written or oral. Except as
provided in Section 3 above regarding the periodic adjustment of SCJ’s billing rates and/or reimbursement rate of
expense, this Agreement may only be amended, modified, or added to by written instrument properly signed by
both parties. The parties acknowledge the general contract rule that a clause in a contract, such as this one,
prohibiting oral modifications is itself generally subject to oral modification. However, in order to ensure certainty
as to the terms and conditions of this Agreement, the parties waive this general contract rule.
SCJ Agreement for Professional Services Page 6
Section 20 – Assignment. Neither party may assign all or a portion of its rights under this Agreement or delegate all
or a portion of its obligations under this Agreement without the express written consent of the other party.
Section 21 – Independent Review. The parties acknowledge that they have read this Agreement and fully
understand its terms. The parties further acknowledge that the terms of this Agreement have been mutually
negotiated at arms-length. The parties waive the general rule of construction, therefore, that an agreement shall be
construed against its drafter.
Section 22 – Acceptance and Authorization to Proceed. By signing this Agreement, Client agrees that the terms and
conditions of this Agreement are acceptable and approved. If Client is a legal entity (e.g., a corporation, partnership,
or limited liability company), then the person who signs on behalf of Client certifies that he or she has the authority
to bind Client to the terms and conditions of this Agreement. If Client is a legal entity and it claims at any time that
the person who signed this Agreement lacked the authority to do so, SCJ may name such person, in addition to
Client, in any lawsuit or arbitration which arises relating to this Agreement and seek to hold such person liable, along
with Client, in such proceeding. Upon SCJ’s receipt of this fully executed Agreement, SCJ shall have authority to
commence the Work.
Section 23 – Attachments. The following attachments are hereby made a part of this Agreement.
· Attachment A – Scope of Work
· Attachment B – Billing Rate Schedule
SCJ: CLIENT:
SCJ Alliance Kittitas County
By: By:
Dan Penrose, AICP (Print name) (Print name)
Principal (Title) (Title)
(Date) (Date)
Sign Here
SCJ Alliance
Attachment A – Scope of Work
Kittitas County 2019 Comp Plan Update January 24, 2019
ATTACHMENT A
SCOPE OF WORK
KITTITAS COUNTY 2019-2039 COMPREHENSIVE PLAN UPDATE
KITTITAS COUNTY, WASHINGTON
Prepared for: Dan Carlson, Community Development Director
Lindsey Ozbolt, Kittitas County Planning Official
Prepared by: Dan Penrose, Planning Manager SCJ Alliance
Date prepared: January 24, 2019
Overview
This scope of work has been developed based on our understanding of the remaining work
necessary to complete the update of the County’s 2016 Comprehensive Plan. Our effort builds
upon the work of several teams over the last several years. Our effort and this scope are focused
on updating the required elements of the current Comprehensive Plan as outlined by Commerce
in their 2016 periodic checklist to satisfy the requirements of Washington’s Growth Management
Act (GMA).
The update effort will consist of the following phases:
Phase 1 – Project Management
Phase 2 – Updates to Comprehensive Plan Chapters
Phase 3 – Public Outreach and Stakeholder Engagement
Phase 4 – Revise Public Review Draft
Phase 5 – Final Plan Approval Process
Project Management
Task 1: Refine Schedule and Workplan
Task 2: Bi-weekly Project Updates, including budget status and progress made. Weekly status
calls and project administration.
Phase 1 Time and Materials Fee Estimate: $8950.00
Updates to Comprehensive Plan Chapters
SCJ will use the 2016 Washington State Department of Commerce Periodic Update Checklist to
review the current draft Comprehensive Plan, which has been written over the last 30 months
with the assistance and input from the Working Groups and Advisory Group. This effort will show
that the draft is consistent with the required elements of GMA, relevant case law and existing
Kittitas County codes and policies, as well as coordinated with the plans of adjacent jurisdictions.
The proposed Comprehensive Plan edits will be coordinated with staff for review and comment.
Task 1: Audit current draft with 2016 Commerce Checklist
SCJ Alliance
Attachment A – Scope of Work
Kittitas County 2019 Comp Plan Update January 24, 2019
Task 2: Review and revise plan for internal and external consistency.
Deliverable: Completed Commerce Periodic Update Checklist
Public Review Draft of Kittitas County Comprehensive Plan
Phase 2 Time and Materials Fee Estimate: $15,590.00
Public Outreach and Stakeholder Engagement
We will conduct two public open houses to “roll out” the draft Comprehensive Plan and collect
community comment and suggestions. We will also present the draft to the Planning Commission
for review and discussion at one of their regularly scheduled meetings. Any plan updates will
coordinated and approved by County staff. Maps and chapter summaries will be presented on
boards and SCJ staff will attend to record comment. Additional outreach to individual Planning
Commissioners is included in this Phase if requested by the County.
Task 1: Prepare for and attend two community Open Houses, currently planned in Ellensburg and
Cle Elum for the end of March.
Task 2: Prepare and attend a March Planning Commission work session.
Task 3: Up to 6 hours of individual meetings with Planning Commission members
Deliverable: Maps, Boards and Meeting Materials for community Open House
Phase 3 Time and Materials Fee Estimate: $10,110.00
Revise Public Review Draft
SCJ will use the feedback provided by the community, Planning Commission, agency review and
other stakeholders to make changes to the Public Review draft. County staff is responsible for
assembling both internal and external comments and coordinating where edits should be made
to the draft Plan. No more than two rounds of SCJ edits are included in this scope.
Task 1: Coordinate two rounds of edits to Public Review Draft Plan
Task 2: Prepare final draft of Comprehensive Plan, Maps and Appendices
Task 3: Prepare memorandum detailing needed Development Regulation code changes
Task 4: Prepare SEPA checklist
Deliverable: Final Draft of the 2019-2039 Kittitas County Comprehensive Plan
Development Regulation Code memorandum
Phase 4 Time and Materials Fee Estimate: $ 18,290.00
Final Plan Approval Process
We will produce a final draft plan based on the comments received at the public meetings and
Planning Commission work sessions. We anticipate attending two meetings at each the Planning
Commission and BOCC for the formal review and approval process. The Planning Commission will
review the draft during a work session in April and then hold a public hearing and make a
recommendation to the Board of County Commissioners (BOCC) in May. In order to meet the
SCJ Alliance
Attachment A – Scope of Work
Kittitas County 2019 Comp Plan Update January 24, 2019
Update deadline of June 30, BOCC meetings are expected to occur in June. This phase anticipates
up to four meetings, and the County can allocate our attendance as appropriate to support the
Planning Commission and BOCC conversation.
Task 1: Assist with presentation of Final Draft of the 2019-2039 Comprehensive Plan at Planning
Commission work session in late April.
Task 2: Attend Planning Commission 2019-2039 Comprehensive Plan Update Public Hearing in
mid-May.
Task 3: Assist with presentation of the Final Draft of the Comprehensive Plan to the BOCC
Phase 5 Time and Materials Fee Estimate: $ 5,570.00
Expenses
Copies, Reproductions, etc.
Mileage
Phase 99 Time and Materials Fee Estimate: $ 1,911.00
TOTAL Time and Materials Fee Estimate: $60,421.00
Assumptions:
· SCJ staff will attend the hearing for the proposed Comprehensive Plan Update when it is
presented to the Kittitas County Commissioners for adoption.
· Preparation of staff reports before the Planning Commission and Board of
Commissioners will be completed by Kittitas County.
· SEPA noticing and mailing will be completed by Kittitas County
· Kittitas County will deliver Final Plan to Washington Department of Commerce.
· Updates to Development Regulations are not included in this scope.
· This scope does not include work that may result if the Plan or any of the elements are
appealed.
END OF SCOPE OF SERVICE
These rates are current as of March of 2018 and will be subject to change on a yearly basis
SCJ Alliance
Billing Rate Schedule – March 2018
Classification Hourly Billing Rate
Senior Principal Consultant $250.00 - $330.00
Principal $185.00 - $260.00
Principal Environmental Scientist $160.00 - $180.00
Principal Landscape Architect $150.00 - $175.00
Senior Consultant $165.00 - $250.00
Senior Project Manager $160.00 - $200.00
Project Manager $135.00 - $160.00
Project Engineer II $135.00 - $145.00
Project Engineer I $115.00 - $130.00
Senior Design Engineer $115.00 - $150.00
Design Engineer $90.00 - $115.00
Senior Designer $110.00 - $125.00
Designer $80.00 – 95.00
Project Landscape Architect $115.00 - $130.00
Landscape Architect I $100.00 - $110.00
Landscape Designer $80.00 - $100.00
Senior Planner $125.00 - $140.00
Planner $95.00 - $120.00
Environmental Scientist $135.00 - $160.00
Environmental Planner $105.00 - $120.00
Senior Transportation Planner $125.00 - $165.00
Transportation Planner $105.00 - $135.00
Construction Inspector $105.00 - $150.00
Graphic Designer $95.00 - $125.00
Project Coordinator II $100.00 - $115.00
Project Coordinator I $80.00 - $95.00
Project Accountant $100.00 - $125.00
Administrative Assistant $70.00 - $80.00
Information Services Manager $150.00 - $170.00
Information Technology Specialist $85.00 - $135.00
Communications Manager $115.00 - $145.00
Communications Specialist $85.00 - $110.00
Other Fees:
• Direct project expenses and reproduction costs are billed at cost plus 10%
Reimbursable Expenses:
• Mileage
• Bond Paper Plots
• Mylar
• Reports
$0.65/Mile
$2.50/Sheet
$20.00/Sheet
$35.00/Each