HomeMy WebLinkAbout2016-05-23-minutes-public-works-study-session... nnE1.. WQig.
�� �`` KITTZTASS COUNTY
DEPARTMENT OF PUBLIC WORKS
FITT,TAS COUNTY Mark Cook, Director
Public Works
STUDY SESSION MINUTES
May 23rd, 2016
THOSE PRESENT: Obie O'Brien, Laura Osiadacz, Paul Jewell (BOCC), Mark
Cook, Gail Weyand, (PW) Stephanie Mifflin, Angela San
Filippo, Doc Hansen (CDS), Jim Goeben (IT)
Guests Present: Lindsey Ozbolt (Chamber), Chad Bala (Terra Design
Group), Pat Deneen
Request to Approve a Mark Cook, PW Director, asked the board to Approve a
Resolution to Award the resolution to award the 2016 Annual Paint Stripe program.
2016 Annual Paint Stripe
Program and Authorize
The Public Works Director
To sign said contract
Documents:
Board Direction: The board approved Resolution 2016-67.
Request to Approve a Mark asked for the authority to ratify this resolution to
Resolution to Authorize Atkinson/as the sub -contractor.
The Public Works Director
To sign a Professional
Services Agreement with
Jacobs Engineering Group,
Inc. for the Via Kachess
Culvert Replacement
Project:
Board Direction: The board approved to leave the resolution as written
and if this is a problem, let them know. Approved
resolution 2016-68.
Construction Proiects
Updates: Cook said there were significant savings from the No. 6
project in asphalt that allowed all the approaches to be
paved. They ran under budget on the pre -level. Cook said
that Ken Bamford did a great job filling in for other
411 N. Ruby, Suite #1 TEL (509) 962-7523
Ellensburg, WA 98926 FAX (509) 962-7663
Dept. of Public Works
Page 2
positions on the project, and that Cook and Bamford were
in charge of it, ardeHo a
r flow fortirtlbef
rew,evaf at 2 O t3riUge-
Board Direction: No direction.
Mark Cook
Public Works Director
411 N. Ruby, Ste.#1 TEL (509) 962-7523
Ellensburg, WA 98926 FAX (509) 962-7663
BOARD OF COUNTY COMMISSIONERS
COUNTY OF KITTITAS
STATE OF WASHINGTON
II((��
RESOLUTION o\ .
TO AWARD THE CONTRACT FOR
THE 2016 ANNUAL PAINT STRIPE PROGRAM
AND AUTHORIZE THE PUBLIC WORKS DIRECTOR TO EXECUTE SAME
WHEREAS: The Department of Public Works solicited bids for the 2016 Annual Paint
Stripe Program in accordance with RCW 39.04.155 Small Works Roster
Contract Procedures; and
WHEREAS: Sealed bids were opened on May 12, 2016 at 10:00 a.m. in the Kittitas
County Permit Center, Department of Public Works, 411 N. Ruby Street,
Suite 1, Ellensburg, Washington; and
WHEREAS: Two (2) bids were received for the prescribed work. The Director of
Public Works recommends the lowest responsive bid from Stripe Rite Inc.,
of $242,205.53 be accepted.
NOW, THEREFORE BE IT RESOLVED that the Board of County Commissioners, in
the best interest of the public, does hereby award the contract for the 2016
Annual Paint Stripe Program in the amount of $242,205.53.
BE IT FURTHER RESOLVED that the Director for the Department of Public Works is
authorized to sign the contract documents for said project.
DATED on this 23rd day of May, 2016, at Ellensburg, Washington.
COM...
i�
tea'•' :�o=
Attest: ouN7) Iwps�O\ \,..
❑ Clerk of the Board- Julie Kjorsvik
eputy Clerk of the Board- Mandy Buchholz
BOARD OF COUNTY
COMMISSIONERS
KITTITAS COUNTY,
WASHINQTON r
Osiadaez, Commissioner
v
a
O
D
op
T
c
O1
Ol
a
�
n
C
C
m
m
O
l`
2
c
O
D
r
o
c
O
N
,�
u
p
d
n
o
C
m
o
O
c
O
➢
O
T
cc
O
w
W
_
„
u
p
o5
n
G
C
m
n
Om
c
O
D
r
O
T
c=
A
W
IA
a
p
a
C
m
w
m
O
m
o
m
c
N
ti
Y
N
ac
p
a
o
C
m
m
5'3c
p333
x
X333
mann
J
n
w
c
7G
r
m
a333's
A
O
A
?
�
➢
1:
A
➢
'�
A
=
r
C
S
r
=m
r
m
S
A
m
0
3
m
0
C
=�
O
r
p
m
=
p
O
rn
G
v
m
v
Or
O
O
m
Or
O
m
K
m
m
N
m
3
rO
O
D
rp
w
m
r0
0
m»
O
v
s
y
F
O
r3o
O
O
O
m
O
y
m
O
y
m
O
O
Z
3
D
d
m
m
y
y
yo
H
Q°
c
j
R'
➢
D
A
x
MN
y1
Z
T
=A
y
N
Z
00
Z
Z
Z
2
m
Z
O
O
z
p
A
m
NO
A
Z
Z
Z
Z
v
Z
m
T
N
m
�,
m
m
y,
m
m
N
Z
T
m
C
C
C
C
C
J
2
J
J
3
W
0
W
0
(1
0
W
0
W
0
n
0
W
W
W
A
n
O
(1
O
W
O
W
A
N
O
Y
m
n
0
Z
lVi�
tVJ�
O
O
O
ww
ww
N
N
o
oN
u+
woo
w
m
m
N
0
o
p
p
p
y
pNp1�
W
N_
U
W
N
d
O1
N
Y+
(1
N
Y
F+
(l
V
N
QY1
n
Y
V
N
N
(1
Yq
W
O
W
n
CO
N
N
A
Y
N
Y
N
�+
➢
O
W»
N
01
N
N»
A
W
W
O�
»
A
41
b
N
N
M
m
{a
➢
iO
N
A
W
!a
M
W
Q1
A
W
W
W
�p
Oe
N
O
i+
A
l0
ip
W
W
A
V
Y
V
A
V
Ul
O
l0
N
O
{O
Co
N
w
iJ
V�
01
A
O
W
Oo
O
O1
Oo
N
V
N
V%
M
➢
A
A
A
A
W
w
W
ee
O
O
O
O
O
O
O
O
O
O
N
O
O
O
b
O
N
N
n
O
00
00
o
o
i.+ww
in
0
00»
000
V
N
w
O
O
O
O
N
9
N '
ti
=
o
N➢
N
N
0
lwJ
O
V
A
N
O
Y
N
O
Ol
O
p�
N
QY
Y
A
O
W
N
Of
pi
A
ip
Y
V
N
V�
Y
to
W
O�
1p
UI
N
O
T
N
W
01
V
A
N
N
W
A
A
M
p O
W
b
O
O
O
O
o
O
O
O
N
O
O
1D
N
W
O
O
O
coo
O
O
O
O
a
O
W
W
N
Ui
N
O
O
O
N
N➢
N
N
N
N
V
A
N
Y
V
A
N
Y
V
K
n
A
A
A
A
➢
A
N
0
0
0
A
N➢
N
O
D
O
O
00
CD
6
00
r
1
7
W
O
A
N
W
Y
O
N
W
N
b
N
Y
V
"m
A
N
V
O➢
p
p
N
V
N
N
W
Y
W
O
�n
O
IIS
Vl
lA
N
V
N
V
N
N
N
b
l0
N
p1
N
1p
A
V
m
Ol
A
W
A
pJ
N
W
ti
Ja
V
IMP
Ca
S
p
W
p
O"➢
W
O
M
O
V
O
O
W
N
V
LA
O
O
O
O
N
O
U
O
01
A
O
O
N
N
T
A
V
N
V_.
KITTITAS COUNTY
DEPARTMENT OF PUBLIC WORKS
AGENDA STAFF REPORT
AGENDA DATE: May 23, 2016
ACTION REQUESTED: Approve the Resolution to Award the 2016
Annual Paint Stripe Program Contract.
BACKGROUND: The Department of Public Works solicited bids
for the 2016 Annual Paint Stripe Program in
accordance with RCW 39.04.155, Small Works
Roster Contract Procedures. Sealed Bids were
opened on May 12, 2016.
INTERACTION:
Two (2) bids were received for the prescribed
work. The lowest responsive bid was from
Stripe Rite, Inc., in the amount of $242,205.53.
The second bid from Apply -A -Line, Inc. in the
amount of $331,295.47.
The Engineer's Estimate is $266,182.44.
Public Works
RECOMMENDATION: Motion to approve the Resolution to Award
the 2016 Annual Paint Stripe Program Contract
and authorize the Director of Public Works to
sign said contract documents.
HANDLING: Return a copy of the Resolution to Public
Works,
ATTACHMENTS: Resolution
Bid Tabulations
LEAD STAFF: Mark Cook
Director
BOARD OF COUNTY COMMISSIONERS
COUNTY OF KITTITAS
STATE OF WASHINGTON
RESOLUTION NO.
TO AWARD THE CONTRACT FOR
THE 2016 ANNUAL PAINT STRIPE PROGRAM
AND AUTHORIZE THE PUBLIC WORKS DIRECTOR TO EXECUTE SAME
WHEREAS: The Department of Public Works solicited bids for the 2016 Annual Paint
Stripe Program in accordance with RCW 39.04.155 Small Works Roster
Contract Procedures; and
WHEREAS: Sealed bids were opened on May 12, 2016 at 10:00 a.m. in the Kittitas
County Permit Center, Department of Public Works, 411 N. Ruby Street,
Suite 1, Ellensburg, Washington; and
WHEREAS: Two (2) bids were received for the prescribed work. The Director of
Public Works recommends the lowest responsive bid from Stripe Rite Inc.,
of $242,205.53 be accepted.
NOW, THEREFORE BE IT RESOLVED that the Board of County Commissioners, in
the best interest of the public, does hereby award the contract for the 2016
Annual Paint Stripe Program in the amount of $242,205.53.
BE IT FURTHER RESOLVED that the Director for the Department of Public Works is
authorized to sign the contract documents for said project.
DATED on this 23rd day of May, 2016, at Ellensburg, Washington.
Attest:
❑ Clerk of the Board- Julie Kjorsvik
❑ Deputy Clerk of the Board- Mandy Buchholz
BOARD OF COUNTY
COMMISSIONERS
KITTITAS COUNTY,
WASHINGTON
Obie O'Brien, Chairman
Paul Jewell, Vice -Chairman
Laura Osiadacz, Commissioner
N
W
—
N
o
c
A
w
n
c
,�
n
c
c
A
W
N
F+
O
tt
�
O
tt
�
O
0
O
0
Y
O
3
a
tt
a
tt
Q
L I
Ol
C
O
T
T
=
N
N
A
T
O
C
N
=
in
C
m
r
ti
0
3
m
0
-i
O
m
0
S_
O
N
b
d
N
d
d
VI
O
O
N
0
rO
N
O
N
O
N
O
M
T
W
N
O
T
O
F
N
mo
w
m
O
u
m
O
Z-1
y>
D_
3
m
n
ZO
Z
3
o
(F
a
F
4a
v
A
R.
v
�^
F
Z
Z
~~
Z
F
W
2~
ti
7
ti
vDi
O
-i
O
N
A
C
N_
0p
u
C
_N
ON
O
N
Z
OO
b0
c
O
m
m
VI
00
A
Z
A
Z
A
Z
m
u
A
r
Z
Z
2
to
Z
Z
D
O
D
S
D
�_
s
m
O
Z
Z
m
O
Z
m
Z
m
in
I
in
m
N
m
m
Z
m
v
m
w
U
U
U
U
U
U
U
U
U
U
U
U
U
U
C
C
C
C
C
o
o
o
>
W
W
n
w
w
n
w
w
w
n
0
w
w
N
Y
n
Z
WW
O
to
O
O
�n
W
O
O
O
u
J
Vf
V
N
N
A
O
v�
O
O
O
O
Oo
O
�O
N
p
s
41
O•
O1
p
m
ti
N
N
Oo
0
A
A
u
.+
O
m
p
Ut
O
N
0\
u
`�
Z
w
w
w
w
to
N
o
o
N
N
w
o
�o
w
w
m
m
N
0
m
0
0
o
0
1
T
N
Y
1+
(1
N
V
Y
(l
LN+
N
pY1
O
LN+
V
N
N
(l
%
W
O
W
n
D
N
c
o
o
A
Y
W
yOj
tp
0
0
do
N
N
Y
O
w
.v
tp
m
la
Y
Ou
i
A.
T
N.
rr
m
N
A
N
N
W
W
tp
O
lD
W
Y
J
t0
M
W
01
V
w
p
p
t0
A
A
T
W
M
1+
tp
A
V
W
N
CO
m
N
A
Oa
DJ
N
A
0�
N
M
A
W
N
A
W
V
A
O
O
t!�
Vt
O
O
01
V
OJ
A
A
A
A
w
w
w
W
w
N
F+
O
O
O
N
O
t0
N
n
O
O
O
O
O
O
O
O
O
O
n
O
00
O
C
O
C
O
w
iu
0
-
O
O
o
0
0
00
00-
00
N
N
U
1/n
U
U
U
U
U
U
U
N
N
U
U
U
U
U
U
U
U
9
A
ti
pNNONNW
N�bON1
O
fN011l
01
WNOOO
OWO0tD11
VVAN
tON0o]1
WNN
ONVOl
NNYW
"Mm
0O!OA+
pYY+
P.
V�NA
O�YD
I
tt0Y
04OA+
OOA
O
0
N
W
V
V
O
OO
OO
0
0O
A
N
A
A
N
A
N
A
N
A
N
A
V
In
O
O
O
N
A
V
N
N
p
V
to
O
D
o
O
o
0
0
0
0
m
W
0
0
0
0
0
0
0
0
0
0
0
0
0
0
a
H
U
U
U
U
U
U
U
U
U
U
U
U
U
U
U
U
U
U
U
D
1�
�
O
A
w
Y
OMA
Q\
O
O
V
O
N
In
O
O
O
O
p
O
Vi
A
to
KITTITAS COUN"I'Y
DEPARTMENT OF PUBLIC WORKS
AGENDA DATE:
ACTION REQUESTED:
AGENDA STAFF REPORT
May 23, 2016
Request to Sign and Approve a Resolution to
Authorize the Public Works Director to Sign a
Professional Services Agreement with Jacobs
Engineering Group, Inc. for the Via Kachess
Culvert Replacement Project.
BACKGROUND: The Department of Public Works is requesting
to enter into a Professional Services Agreement
with Jacobs Engineering Group, Inc. in an
amount to not exceed $5,000.00 for
Constructability Services during the Design
Phase for the Via Kachess Culvert Replacement
Project.
INTERACTION:
Public Works
RECOMMENDATION:
Motion to approve the Resolution to Authorize
the Public Works Director to Sign the
Professional Services Agreement with Jacobs
Engineering Group, Inc.
HANDLING:
Return a copy of the Resolution to Public
Works.
ATTACHMENTS:
Resolution
Draft Professional Services Agreement
LEAD STAFF:
Mark Cook
Director
BOARD OF COUNTY COMMISSI,
COUNTY OF KITTITAS
STATE OF WASHINGTON
RESOLUTION NO.
TO ENTER INTO A PROFESSIONAL SERVICES AGREEMENT WITH JACOBS
ENGINEERING GROUP, INC. FOR CONSTRUCTABILITY SERVICES FOR THE
LODGE CREEK CULVERT REPLACEMENT PROJECT AT VIA KACHESS ROAD
AND AUTHORIZE THE PUBLIC WORKS DIRECTOR TO SIGN SAID AGREEMENT
WHEREAS: The Department of Public Works under Resolution No. 2016-059 declared a
local emergency supporting suspension of normal bidding and procurement
requirements to expedite replacement of the Lodge Creek Culvert at Via Kachess
Road; and
WHEREAS: The Department of Public Works under Resolution No. 2016-060 entered into a
contract with Jacobs Engineering Group, Inc. to provide immediate design and
support services; and
WHEREAS: The Department of Public Works and Jacobs Engineering Group, Inc. request
approval of a Professional Services Agreement not to exceed $5,000.00 to
facilitate additional constructability services for the Lodge Creek Culvert
Replacement Project at Via Kachess Road.
NOW, THEREFORE BE IT RESOLVED that the Board of County Commissioners, in the best
interest of the public, does hereby authorize the Department of Public Works to
enter into a Professional Services Agreement with Jacobs Engineering Group,
Inc. and authorize the Public Works Director to sign said Agreement.
DATED on this 23rd day of May, 2016, at Ellensburg, Washington.
Attest:
❑ Clerk of the Board- Julie Kjorsvik
C{ Deputy Clerk of the Board- Mandy Buchholz
BOARD OF COUNTY
COMMISSIONERS
KITTITAS COUNTY, WASHINGTON
Obie O'Brien, Chairman
Paul Jewell, Vice -Chairman
Laura Osiadacz, Commissioner
PROFESSIONAL SERVICES AGREEMENT
This Agreement dated as of May 23, 2016, is made by and between Kittitas County
(hereinafter "the County") and Jacobs Engineering Group, 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 Twenty-third of June, 2016 and
continue until the initiation of procurement for construction of this project. Any party may
terminate this Agreement by giving five (5) 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), 21 (Patent(Copyright Infringement) and 24 (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 th day of July,
2010.
Jacobs Engineering Group, Inc.
Signature of Signatory
(Date
Print Name of Signatory
Contractor Address:
Jacobs Engineering Group, Inc.
600 1081h Ave NE, Suite 700
Bellevue, WA 98004
Project Contact:
Brad Cooper
Professional Services Agreement
Page 2
llff=3i194-i13
KITTITAS COUNTY, WASHINGTON
Mark Cook, Director of Public Works
County's Address:
Kittitas County
411 N Ruby, Suite #1
Ellensburg, WA 98926
Project Contact:
Mark Cook — Public Works Director
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 Contractor 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.
Professional Services Agreement
Page 3
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 Exhibit "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 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 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.
Professional Services Agreement
Page 4
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.
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 attached exhibits.
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") 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.
Professional Services Agreement
Page 5
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 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.
Professional Services Agreement
Page 6
15. Defense & Indemnity Agreement:
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 Insureds, 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, 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 only such injury or damage as shall have been occasioned by the sole
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 Insured's, 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 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. 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.
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.
Professional Services Agreement
Page 7
20. Contractor Commitments, Warranties and Representations:
Any written commitment received from the Contractor concerning this Agreement shall be
binding upon the Contractor, unless otherwise specifically provided herein with reference
to this paragraph. Failure of the Contractor to fulfill such a commitment shall render the
Contractor liable for damages to the County. A commitment includes, but is not limited to
any representation made prior to execution of this Agreement, whether or not incorporated
elsewhere herein by reference, as to performance of services or equipment, prices or
options for future acquisition to remain in effect for a fixed period, or warranties.
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.
Professional Services Agreement
Page 8
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.
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, and to the Kittitas 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 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.
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
Professional Services Agreement
Page 9
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.
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,
and 30, 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, 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, marital status,
age or the presence of any sensory, mental or physical handicap. Such
Professional Services Agreement
Page 10
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, 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.
Professional Services Agreement
Page 11
EXHIBIT "A"
SCOPE OF WORK
The Contractor shall furnish all materials and resources to provide Constructability
Services during the design phase for the Via Kachess Culvert Replacement project
according to the terms and conditions stated herein.
The Constructability Services will include:
• Real time constructability input at the Design Workshop scheduled for May 25tH
2016.
• Constructability input during over -the -shoulder and/or final design submittal
package(s).
County Provided:
Conference Room for Design Workshop and over -the -shoulder review
Documents, exhibits, and any other information provided by others
Professional Services Agreement
Page 12
COMPENSATION
As full compensation for satisfactory performance of the work, the County shall pay
Contractor compensation not to exceed:
Item
Qty
Unit
Item Description
Staff
Unit
Total Price
No
Price
1
4
Hr.
Coordination wl Const Project Manager
PM
$167.69
$670.76
(Design)
2
2
Hr.
Invoice prep/review (4 months x 0.5
Proj Cntrl
$155.71
$311.42
hr/mth)
(Design)
3
8
Hr.
Prepare for and attend Design Workshop
PM (Const)
$143.14
$1,145.12
ncl. travel time
4
20
Hr.
Provide constructability review for
PM (Const)
143.14
$2,862.80
submittals
TOTAL
$4,990.10
Professional Services Agreement
Page 13
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 Commercial (comprehensive)
General Liability insurance with coverage limits not less than $1,000,000
combined single limit per occurrence and annual aggregates. Employer's Liability
insurance shall be maintained with at least $1,000,000 coverage. Proof of a
policy of Commercial Automobile Liability Insurance, including coverage for
owned, non -owned, leased, or hired vehicles written on an insurance industry
standard form or equivalent, with limits of liability not less than $1,000,000.
Worker's Compensation shall be in the amount required by law. Upon the
request of the County, 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. The type of insurance
required by this Agreement is marked below.
❑ 1) Commercial General Liability Insurance
Certificate Holder — Kittitas County
The Certificate must name the County as additional insured as defined in
the Agreement
Thirty (30) days written notice to the County of cancellation
of the insurance policy.
❑ 2) Workers' Compensation.
Workers' Compensation in amounts required by law.
❑ 3) Employers Liability.
Professional Services Agreement
Page 14
Thirty (30) days written notice to the County of cancellation
of the insurance policy.
❑ 4) Commercial Automobile Liability Insurance.
Thirty (30) days written notice to the County of cancellation
of the insurance policy.
NOTE: No contract shall form until and unless a copy of the Certificate of
Insurance, properly completed and in the amount required, is attached hereto.
Professional Services Agreement
Page 15