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HomeMy WebLinkAbout2021-02-09-minutes-solid-waste-and-maintenanceKITTITAS COUNTY COMMISSIONERS Solid Waste and Maintenance Regular Meeting Tuesday February 9, 2021 - 2:00 PM BOCC Conference Room 205 West 5th Room 108 - Ellensburg 1. Call to Order 2. Solid Waste Updates -Bric Grant 3. Request Chair's Signature on Non -Disclosure Agreement with Elavon 4. Request Board Signature on PSA with HWA 5. Discuss Financing for Roads and Utilities at the New Transfer Station 6. Request Chair's Signature on change order with McKinstry 7. Maintenance Updates 8. Other business 9. Adjourn Created on 215/20219:35:56 AM KITTITAS COUNTY SOLID WASTE AND MAINTENANCE MINUTES BOCC CONFERENCE ROOM, 205 WEST 5TH ROOM 108 - ELLENSBURG Regular Meeting-Webex TUESDAY 1 2:00 PM I February 9, 2021 Board members present Brett Wachsmith, Chairman, Laura Osiadacz, Vice -Chairman. Absent Commissioner Cory Wright. Others: Patti Stacey, Judy Pless and Lisa Lawrence Meeting called to order at 2:00 p.m. Solid Waste Updates — Brie Grant: Patti informed the Board that the Grant moved to FEMA headquarter in Washington DC and she is hoping to hear the outcome by May or June. She informed the Board that Commissioner Wright is working on letters of support to submit to bolster the chances of receiving the Grant. Patti informed the Board that we are busy receiving Kittitas School at the Landfill. Request Chair's signature on Non -Disclosure Agreement with Elavon: Patti informed the Board that we are working on a credit card system at the Transfer Stations and that Elavon is the Credit Card Company and will provide the information that IT needs once we sign the agreement. Patti stated that legal recommended that the Board sign the agreement. Commissioner Osiadacz moved to approve Chairs signature on the Non -Disclosure Agreement, Commissioner Wachsmith seconded. Motion passes 2-0. Request Board Signature on PSA with HWA: Patti informed the Board that this is a Landfill testing Company that has all the historical data on monitoring the groundwater on the seven wells at Ryegrass. Commissioner Osiadacz moved to approve Boards signature on Professional Services Agreement with HWA. Commissioner Wachsmith seconded the motion. Motion passes 2-0. Discuss Financing for Roads and Utilities at the New Transfer Station: Discussion was held on the underground utilities and the road required by the City. Patti informed the Board that the Engineer's estimates was 3.2 million. Discussion was held on the 2 million Capital Project fund for a new Courthouse, interest being the same as in the investment and Solid Waste borrowing 1.5 million for 5 years. Further discussion included Solid Waste having the means to pay it back if the Courthouse project moves forward and resolution wording to allow Solid Waste to borrow up to 1.5 million. The Board was in favor 2-0. Patti and Judy will work on a Resolution to bring back to the Board for approval and signature. Request Chair's Signature on change order with McKinstry: Patti informed the Board that she is still working on getting negative air to a portion of the Jail stating that they ran into an area 2021-02-09 MINUTES that needs additional duct work expenses done. Discussion was held on funding and the bond money for the Jail that was not spent last year. Maintenance Updates: Patti informed the Board that she completed Probations entryway and she is working on the project at the Event Center and the Department of Ag Grant finalizing the plan for the project. Patti informed the Board that the HVAC project has been completed at the Event Center, that the Bowling Alley Project is out to bid and that bids are due on February 25tH The Courthouse Sub -Committee is due February 19tH OTHER BUSINESS: None Meeting adjourned at 2:13 p.m. Lisa Lawrence 2021-02-09 MINUTES 2 KITTITAS COUNTY COMMISSIONERS KITTITAS COUNTY, WASHINGTON Brett Wachsmith, Chairman --lb L�avon Elavon Inc. Standard Mutual NDA (U.S. FINAL fill-in form v.08.07.12) MUTUAL NON -DISCLOSURE AGREEMENT THIS MUTUAL NON -DISCLOSURE AGREEMENT ("this Agreement") is made and entered into by the undersigned parties as of the date set forth below. WHEREAS, in connection with the evaluation of a potential business relationship between the parties (the "Proposed Relationship"), each party may disclose to the other party certain Confidential Information (defined below) which the Disclosing Party (defined below) desires the Receiving Party (defined below) to treat as confidential in accordance with this Agreement. NOW, THEREFORE, in consideration of the mutual agreement contained herein, the parties hereto agree as follows: 1. Definitions. a. "Confidential Information" of a party (the "Disclosing Party") shall mean all non-public information, data or materials that the Disclosing Party discloses to the other party (the "Receiving Party"), either directly or indirectly, in connection with the Proposed Relationship on or after the Effective Date, without regard to whether such information, data or materials is (i) disclosed verbally, in writing, in graphic or machine readable format, by permitting inspection of tangible objects, or in any other form, or (ii) designated as "Confidential," "Proprietary" or with some similar designation. To the extent consistent with the foregoing, Confidential Information includes, but is not limited to, (a) any information about Disclosing Party's and its Affiliates' (1) executives and employees, (2) business plans, methods and practices, (3) marketing plans, method and practices, (4) internal performance results, (5) price lists and pricing policies, (6) contracts and contractual relations with customers and suppliers, (7) customer and supplier lists, and (8) personally identifiable information (as defined under applicable law), and (b) any information obtained by the Disclosing Party from a third party which the Disclosing, Party is obligated to treat as proprietary or confidential. Confidential Information of the Disclosing Party shall be deemed to include any derivations of the Confidential Information of the Disclosing Party, including, without limitation, any notes, analysis, compilations, studies, memoranda or other documents prepared by or on behalf of the Receiving Party based on, containing or otherwise reflecting the Confidential Information of the Disclosing Party. b. Except as otherwise indicated in this Agreement, (i) the term "Affiliate" means any person, partnership, joint venture, corporation, division or other form of enterprise, domestic or foreign, including but not limited to subsidiaries, that directly or indirectly, control, are controlled by, or are under common control with a party to this Agreement; and (ii) the term "Representatives" of a party shall mean its respective directors, partners, officers, employees, trustees, agents, consultants and financial and legal advisors. 2. Non -Use and Non -Disclosure. a. The Receiving Party agrees not to use any Confidential Information of the Disclosing Party for any purpose except to evaluate, engage in discussions concerning, and perform the Proposed Relationship. The Receiving Party shall not use, exploit or disclose the Confidential Information of the Disclosing Party for the Receiving Party's own benefit or for the benefit of any third party. The Receiving Party agrees not to disclose any Confidential Information of the Disclosing Party to any third party or to any of the Receiving Party's Representatives, except to those Representatives (including the Representatives of the party's Affiliates) who reasonably need access to the Confidential Information for the purposes of evaluating the Proposed Relationship, are informed of the confidential and proprietary nature of the Confidential Information, and agree to be bound to obligations of confidentiality with respect to the Confidential Information at least as stringent as those contained in this Agreement. The Receiving Party shall be responsible for and liable to the Disclosing Party for any breach of this Agreement by its Representatives. b. In the event the Receiving Party becomes legally compelled to disclose Confidential Information (under the terms of a valid and effective subpoena or order issued by a court of competent jurisdiction, or by a demand or information request from an executive or administrative agency or other governmental authority), the Receiving Party shall, unless prohibited, promptly notify the Disclosing Party of such required disclosure of the Confidential Information so as to permit the Disclosing Party a Elav reasonable opportunity to seek a protective order or other similar remedy. In addition, the Receiving Party shall exercise its reasonable best efforts to: (i) narrow the scope of disclosure, (ii) make such disclosure only to the extent so required, and (iii) obtain an order or other reliable assurance that confidential treatment will be accorded to such Confidential Information. c. The Receiving Party and its Representatives shall protect the Confidential Information of the Disclosing Party by using at least the same degree of care as is used by the Receiving Party to protect its own confidential information of a similar nature, but in no event less than a reasonable degree of care. The Receiving Party shall promptly notify the Disclosing Party in the event of a known or suspected misappropriation or unauthorized disclosure or use of the Disclosing Party's Confidential Information and shall take all reasonable steps to limit, stop, or otherwise remedy any known or suspected misappropriation or unauthorized use or disclosure of the Disclosing Party's Confidential Information. The Receiving Party shall be responsible for informing the Disclosing Party if certain of its current or former Representatives no longer should be provided access to Confidential Information. Any copies made of the Disclosing Party's Confidential Information shall contain the Disclosing Party's proprietary or confidentiality notices in the same manner in which such notices were set forth in or on the original. d. The Receiving Party acknowledges that Confidential Information of the Disclosing Party may be deemed to be material, non-public information and, as such, disclosure and use of the Confidential Information of the Disclosing Party may be restricted by securities laws. The Receiving Party agrees to, and will use reasonable efforts to cause its Representatives to, comply with all applicable securities laws regarding the use or communication of the Confidential Information of the Disclosing Party. e. The Receiving Party's obligations set forth in this Section 2 shall be referred to as such party's "Confidentiality Obligations". Excluding Confidential Information of the Disclosing Party which is personally identifiable information, the Receiving Party's Confidentiality Obligations shall not apply to any portion of the Confidential Information of the Disclosing Party which: i. was publicly known prior to the time of disclosure by the Disclosing Party or Elavon Inc. Standard Mutual NDA (U.S. FINAL fill-in form v.08.07.12) thereafter becomes publicly known and made generally available in the public domain through no act or omission or fault of the Receiving Party; ii. was, at the time of receipt, otherwise already known to the Receiving Party without restrictions as to use or disclosure as evidenced by the Receiving Party's prior written records; iii. is obtained by the Receiving Party from a third party without breach of this Agreement or breach of such third party's obligations of confidentiality; or iv. is independently developed by the Receiving Party without use of or reference to the . Disclosing Party's Confidential Information, as shown by documents and other competent evidence in the Receiving Party's possession. Provided, however, specific Confidential Information shall not be deemed to fall within the above exceptions merely because it is within the scope of more general information within an exception, and a combination of information or features shall not be considered to fall within the above exceptions unless the combination itself, including its principles of operation, is within the exceptions. 3. No Obligation. Nothing herein shall obligate either party to proceed with any transaction between them, and each party reserves the right, in its sole discretion, to terminate the discussions contemplated by this Agreement concerning the Proposed Relationship. 4. Return of Materials. All documents and other tangible objects (including data on computer hard drives, floppy disks, CD-roms, tapes, or other media) containing or representing Confidential Information of a Disclosing Party, and all copies thereof, which are in the possession of any Receiving Party, shall be and remain the property of the Disclosing Party and shall, upon Disclosing Party's request, be promptly returned or destroyed upon the expiration of the term of this Agreement or when otherwise requested by the Disclosing Party. Notwithstanding anything to the contrary, however, the Receiving Party may retain one (1) copy of the Confidential Information of the Disclosing Party if required for regulatory or audit purposes. Upon return or destruction, the Disclosing Party may request certification in writing that all such copies have been returned to the Disclosing Party or destroyed. The terms of this Agreement shall continue to apply to any Confidential Information remaining in the possession __-J) Elavon of the Receiving Party, including (but not limited to) Confidential Information the return or destruction of which is not technically feasible. 5. No License or Warranty. Nothing in this Agreement is intended to grant or offer any rights to either party under any patent, trademark, copyright, trade secret or other proprietary right of the other party, nor shall this Agreement grant the Receiving Party any rights in or to the Confidential Information of the Disclosing Party except as expressly set forth herein. The Disclosing Party shall not be deemed to make or have made any representation or warranty, expressed or implied, as to the accuracy or completeness of the Disclosing Party's Confidential Information or any portion thereof, all of which is provided on an."as is" basis. 6. Term. This Agreement commences on the Effective Date and shall continue until either party terminates this Agreement by providing thirty (30) days prior written notice of termination to the other party. All of the rights and obligations of each party hereto that by their nature should survive termination or expiration of this Agreement in order to achieve its purposes shall so survive and remain binding upon and for the benefit of the parties hereto. Notwithstanding anything to the contrary herein, (i) the Receiving Party's Confidentiality Obligations shall apply with respect to Confidential information of the Disclosing Party that is not personally identifiable information and does not qualify as a trade secret under applicable law until the earlier of (a) five (5) years following the expiration or termination of this Agreement, and (b) five (5) years following the disclosure of such Confidential Information, (ii) the Receiving Party's Confidentiality Obligations shall apply with respect to Confidential Information of the Disclosing Party that qualifies as a trade secret under applicable law until such time as the information no longer qualifies as a trade secret under applicable law, and (iii) the Receiving Party's Confidentiality Obligations shall apply indefinitely with respect to Confidential Information of the Disclosing Party. that is personally identifiable information. '7. Remedies. Each party agrees that any violation or threatened violation of this Agreement may cause irreparable and immediate injury to the other party (the amount of which may be difficult to ascertain), entitling the other party to seek injunctive relief in addition to all legal remedies. The Receiving Party further agrees to waive any requirement for the securing or posting of any bond in connection with such injunctive or any other equitable relief. Elavon Inc. Standard Mutual NDA (U.S. FINAL fill-in fonn v.08.07.12) 8. Notice. All notices hereunder shall be in writing and shall be deemed to have been duly given when delivered by messenger, transmitted by facsimile transmission, one day after being mailed by overnight courier, or five days after being mailed by registered or certified mail, postage prepaid, to the addresses contained below. 9. Miscellaneous. This Agreement shall bind and inure to the benefit of the parties hereto and their respective Affiliates and its and their successors and assigns. This Agreement shall be governed by the laws of the State of Georgia, without reference to conflict of laws principles. Both parties hereby consent and submit to the jurisdiction of the state and federal courts in Fulton County, Georgia in all questions and controversies arising out of this Agreement. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof, and neither party shall have any obligation, express or implied by law, with respect to Confidential Information of the other party except as set forth herein. If any provision herein is held to be illegal, invalid or unenforceable under present or future laws effective during the term hereof, such provision shall be fully severable and the remaining provisions hereof shall remain'in full force and effect and shall not be affected by such illegal, invalid or unenforceable provision. Any such invalid or unenforceable provision shall be subject to partial enforcement to the extent necessary to protect the intent of the parties hereto. The failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision. This Agreement is the result of both parties' review, discussion and - negotiation, therefore, any uncertainties or ambiguities will not be interpreted against a party by virtue of its actual role in preparing this Agreement. This Agreement may not be amended, nor any obligation waived, except by a writing signed by both parties hereto. This Agreement may be signed in one or more counterparts, each of which shall constitute an original of this Agreement and all of which, taken together, shall constitute one and the same Agreement. Additionally, a signed copy or scan of this Agreement shall constitute a signed original. This Agreement may not be assigned by either party without the prior written consent of the other. No permitted assignment shall relieve the Receiving Party of its obligations hereunder with respect to Confidential Information disclosed prior to the assignment. Any assignment in violation of this paragraph shall be void. Ela on Elavon Inc. Standard Mutual NDA (U.S. FINAL fill-in form v.08.07.12) IN WITNESS WHEREOF, the undersigned parties have caused this Mutual Non -Disclosure Agreement to be entered into as of the day of , 20 (the "Effective Date"). ("Company") a corporation Address (for service of notices hereunder): Attention: By: Name: Title: ELAVON, INC. a Georgia corporation Address (for service of notices hereunder): Two Concourse Parkway, Suite 800 Atlanta, GA 30328 U.S.A. Attention: General Counsel By: Name: Title: VA� HWAGEOSCIENCESINC. Geotechnical Engineering • Hydvogeology - Geoenrironmenral Services • hrspeclion and Testing December 23, 2020 HWA Project No. 2004 043 Kittitas County Solid Waste Programs 925 Industrial Way Ellensburg, WA 98926 Attention: Patti Johnson Subject: PROPOSAL FOR GROUND WATER / GAS MONITORING, 2021-2025 RYEGRASS BALEFILL / LIMITED PURPOSE LANDFILL Kittitas County, Washington Dear Ms. Johnson, Thank you for the opportunity to present this cost estimate for HWA GeoSciences, Inc. (HWA) consulting services on behalf of Kittitas County Solid Waste Programs (the County) at the Ryegrass Balefill and Limited Purpose Landfill (LPL). Below, we present our scope of work and cost estimate to provide environmental monitoring and reporting services at the Ryegrass Balefill and Limited Purpose Landfill. APPROACH AND SCOPE OF WORK HWA proposes to perform the following tasks: GROUND WATER Ground water monitoring — HWA will conduct ground water monitoring at both the Ryegrass Balefill and Limited Purpose Landfill, per the current ground water monitoring/ sampling and analysis plans for each facility. Groundwater at the Baelfill is monitored semi-annually, and quarterly at the LPL. In addition gas is monitored annually at the Balefill. This proposal includes these sampling events, and assumes analytical laboratory work will be contracted and paid directly by the County. Reporting — HWA will tabulate, compile and analyze all field and analytical data, including ground water hydrographs, parameter time -concentration graphs, cation/anion graphs, etc., and prepare annual environmental monitoring reports for the Ryegrass Balefill and Limited Purpose Landfill once, in the first quarter of each year from 2022 to 2026 (for sampling conducted from 2021 to 2025). The reports will included previously established the background levels and annual compliance based on all the data. We will prepare and submit a combined annual ground water monitoring report for both landfills each year. 21312 30" Drive SE Suite 110 Bothell, WA 98021-7010 Tel: 425.774.0106 Fax: 425.774.2714 www.hwageo.com December 23, 2020 HWA Project No. 2004 043 Gas EIM data entry. HWA will enter all data collected under this scope into Ecology's Environmental Information Management (EIM) database system, which includes location and well information as well as analytical data, which is already provided in electronic date deliverable (EDD) format by the laboratory. Annual landfill gas monitoring, one round — HWA will measure landfill gas parameters at each of the 25 landfill gas probes (GV -1 to GV -25). Landfill gas parameters include volumetric flow rate, gas pressure, temperature, methane concentration, and non -methane organic compound (NMOC) concentration. HWA will also sample four landfill gas probes for laboratory analysis of NMOCs. Samples will be collected from probes with high methane concentrations across the center of the landfill. HWA will calculate total NMOC mass discharging from the landfill and provide estimates of discharge rates, to document compliance with the Agreed Order. Prepare annual gas monitoring report — HWA will prepare a report documenting the gas monitoring, which will also be included in the annual environmental monitoring report. PROJECT BUDGET We estimate that the scope of services proposed herein will require a budget of around $30,000 per year, with estimated annual escalation of up to 3% due to anticipated labor rate increases, for a total of $158,642, to accomplish, as detailed on the attached project cost estimate spreadsheets. The budget presented in this proposal reflects an estimate based on our current understanding of the project requirements for a scope of work developed from information provided. HWA reserves the right to transfer hours and budget dollars between tasks to satisfy project requirements. Our budget also reflects estimated direct costs to the project equipment rental etc. HWA may also transfer funds allocated for direct costs to professional/technical hours or vice versa, to satisfy project requirements. Thank you again for the opportunity to provide this proposal. Should you have any questions regarding this proposal, or require additional services, please contact us at your convenience. Sincerely, HWA GEOSCIENCES, INC. Arnie Suga , L , HG Principal H r geologist Enclosures: Project Cost Estimate 2004 043 mon prp 12 23 20.doc 2 HWA GEOSCIENCES INC. December 23, 2020 HWA Project No. 2004 043 Project Cost Estimate HWA Ref: 2004 043 Kittitas County Solid Waste Department VI HWAGEOSCIENCES INC Date: 23 -Dec -20 Ground Water Monitoring & Reporting Prepared By: AS Ryegrass Balefill + LPL PROPOSED SCOPE: Refer to HWA proposal dated December 23, 2020 for specific scope of work proposed M%MINr_vM01IsI WAVE wINITAIM LARORATORY TEST S11MMARY: Test PERSONNEL & 2021 BILLING RATES Total Cost WORK TASK DESCRIPTION Principal Oydrogeol Sr Geol Geol CADD Admin TOTAL TOTAL AMOUNT $270 $140 $140 $100 $125 $87 HOURS Ground water to 3% escalation): $0 TOTAL year 4 (up to 3% escalation): $32,652 TOTAL year 5 (up to 3% escalation): Ground water sampling 4 rds) 4 48 52 $5,880 Reporting,quarterly 4 8 12 $1,880 Report, annual EIM data entry Meeting/correspondence 12 4 40 20 8 4 1 77 8 4 $11,427 $800 $1,080 Gas Prep 2 2 $200 Gas sampling 2 14 16 $1,940 Reporting Project M t. 2 8 4 2 2 10 8 $1,550 $2,160 TOTAL LABOR: r 36 44 0 6 1 189 $26,917 LARORATORY TEST S11MMARY: Test Est. No. Tests Unit Cost Total Cost 4 Tedlar bag, 2 containers 4 $70 $280 TO -15 analysis 41 $250 $1,000 Shipping 1 $80 $80 $30,777 TOTAL year 3 (up to 3% escalation): $0 LAB TOTAL: $1,360 ESTIMATED DIRECT EXTENSES: Mileage @ IRS rate $600 Field equipment rental $800 TOTAL DIRECT EXPENSES: $1,400 SUBCONTRACTOR COSTS: Ground water laboratory $0 Gas Analytical laboratory $1,360 HWA admin. Fee, 15% $204 TOTAL SUBCONTRACTOR COST; $1,564 TASK 1 TOTALS AND SUMMARY: Total Labor Cost $26,917 Direct Expenses $1,400 Subcontractor Costs $1,564 TOTAL year 1: F $29,881 TOTAL year 2 (up to 3% escalation): $30,777 TOTAL year 3 (up to 3% escalation): $31,701 TOTAL year 4 (up to 3% escalation): $32,652 TOTAL year 5 (up to 3% escalation): $33,631 PROJECT TOTAL 1 $158,642 2004 043 mon prp 12 23 20.doc 3 HWA GEOSCIENCES INC. PROFESSIONAL SERVICES AGREEMENT This Agreement is made by and between Kittitas County (hereinafter "the County") and HWA GeoSciences, 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 April 1, 2021 and continue until March 31, 2026. Any party may terminate this Agreement by giving thirty (30) days' notice in writing either personally delivered or mailed postage -prepaid by certified mail, return receipt requested, to the party's last known address for the purposes of giving notice under this paragraph. Contractor acknowledges and by signing this Agreement agrees that the Indemnification provisions set forth in Paragraphs 7 (Independent Contractor), 9 (Taxes), 15 (Defense and Indemnity Agreement), 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 (rev. 09/24/2018) Page 1 of 18 IN WITNESS WHEREOF, the parties have executed this Agreement this of , 2021. Signature of Signatory (Date ) Print Name of Signatory Contractor Address: HWA GeoSciences Inc. 21312 30th Dr. SE Ste 110 Bothell, WA 98021 Project Contact: Arnie Sugar Professional Services Agreement (rev. 09/24/2018) Page 2 of 18 APPROVED: BOARD OF COUNTY COMMISSIONERS KITTITAS COUNTY, WASHINGTON Chairman Vice -Chairman Commissioner Attest: Clerk of the Board Approved as to Form.- By: orm: By: Deputy Prosecuting Attorney County's Address: Kittitas County 925 Industrial Way Ellensburg, WA 98926 Project Contact: Patti Johnson day 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 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 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. 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". Professional Services Agreement (rev. 09/24/2018) Page 3 of 18 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 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. Professional Services Agreement (rev. 09/24/2018) Page 4 of 18 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. 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 Professional Services Agreement (rev. 09/24/2018) Page 5 of 18 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. 15. Defense & Indemnity Agreement: The Contractor agrees to and shall defend, 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, 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 Professional Services Agreement (rev. 09/24/2018) Page 6 of 18 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 Insureds, 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 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. 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. Professional Services Agreement (rev. 09/24/2018) Page 7 of 18 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 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. Professional Services Agreement (rev. 09/24/2018) Page 8 of 18 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 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 Insureds, 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. To the extent that any information obtained by the Contractor is required to be shared with or provided to others by the terms of the Statement of the Work, this provision is not breached by such acts. 25. Notice: Professional Services Agreement (rev. 09/24/2018) Page 9 of 18 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 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, 30, 31, and 32 shall survive, notwithstanding the termination or invalidity of this Agreement for any reason. Professional Services Agreement (rev. 09/24/2018) Page 10 of 18 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. 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 Professional Services Agreement (rev. 09/24/2018) Page 11 of 18 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. Debarment Certification: The Contractor certifies that it: 32.1 Is not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from covered transactions by any Federal department or agency. 32.2 Has not within a three-year period preceding the execution of this contract with Kittitas County, been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public or private agreement or transaction, violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, receiving stolen property, making false claims, or obstruction of justice. 32.3 Is not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph 32.2 of this section. 32.4 Has not within a three-year period preceding the preceding the execution of this contract with Kittitas County had one or more public transactions (Federal, State, or local) terminated for cause of default. Professional Services Agreement (rev. 09/24/2018) Page 12 of 18 EXHIBIT "A" SCOPE OF WORK In addition to providing all material and labor, the Contractor shall perform the following: The Contractor shall continue annual monitoring of landfill gas parameters at each of the 25 landfill gas probes (GV -1 to GV -25). Landfill gas parameters include volumetric flow rate, gas pressure, temperature, methane concentration, and non - methane organic compound (NMOC) concentration. Contractor will also sample four landfill gas probes for laboratory analysis of NMOCs. Samples will be collected from probes with high methane concentrations across the center of the landfill. Contractor will calculate total NMOC mass discharging from the landfill and provide estimates of discharge rates, to document compliance with the Agreed Order. This agreement is to cover one round of monitoring and all reporting required by Department of Ecology. The Contractor will discard non -hazardous samples thirty days after they are obtained unless prior arrangements are made to store or deliver the samples. Samples containing hazardous materials that are regulated under federal, state, or local environmental laws will be returned to the site. The Contractor shall continue Ground water monitoring on both the Closed Ryegrass Balefill and Limited purpose Landfill. The monitoring shall be conducted quarterly. HWA will tabulate, compile and analyze all field and analytical data, including ground water hydrographs, parameter time -concentration graphs, cation/anion graphs, etc., and prepare annual environmental monitoring reports for the Ryegrass Balefill and Limited purpose landfill. The report will include background levels and annual compliance based on all the data in accordance with the Department of Ecology requirements. HWA will enter all data into the Department of Ecology's Environmental Information Management (EIM) database system. Professional Services Agreement (rev. 09/24/2018) Page 13 of 18 Professional Services Agreement (rev. 09/24/2018) Page 14 of 18 COMPENSATION As full compensation for satisfactory performance of the work, the County shall pay Contractor compensation not to exceed: $30,000 annually per letter dated December, 23, 2020. See Attachment B.1 This Contract will be adjusted annually up or down annually beginning March 1, 2022 by the CPI (Consumer Price Index) for all urban consumers for the Seattle -Tacoma Bremerton, Washington area, for all items, not seasonally adjusted. Professional Services Agreement (rev. 09/24/2018) Page 15 of 18 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 Insureds 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 General Liability Insurance Coverage limits not less than: • $5,000,000 per occurrence • $1,000,000 per occurrence liquor liability • $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 • Sixty (60) days written notice to the County of cancellation of the insurance policy ® Commercial Automobile Liability Insurance (if ANY use of vehicle in performance) Automobile Liability for owned, non -owned, hired, and leased vehicles (MCS 90 endorsement and a CA 9946 endorsement must be attached if `pollutants' are to be transported) ■ Coverage limits not less than: • $1,000,000 combined single limit ■ Thirty (30) days written notice to the County of cancellation of the insurance policy. ® Workers' Compensation Professional Services Agreement (rev. 09/24/2018) Page 16 of 18 Workers' Compensation in amounts required by law ❑ Stop Gap/Employers Liability Coverage limits not less than: • $1,000,000 each accident • $1,000,000 disease — policy limit • $1,000,000 disease — each employee ■ Thirty (30) days written notice to the County of cancellation of the insurance policy. ❑ Professional Liability The Contractor and/or its Subcontractor and/or its consultant providing professional services shall provide evidence of Professional Liability Insurance covering professional errors and omissions. Such policy must provide the following minimum limits: ■ $1,000,000 per claim ■ $2,000,000 annual aggregate ■ If insurance is on a claims -made form, its retroactive date, and that of all subsequent renewals, shall be no later than the effective date of this Agreement. ❑ Pollution Liability The Contractor shall provide a Pollution Liability policy, providing coverage for claims involving bodily injury, property damage (including loss of use of tangible property that has not been physically injured), cleanup costs, remediation, disposal or other handling of pollutants, including costs and expenses incurred in the investigation, defense, or settlement of claims arising out of: • Contractor's operations related to this project; and/or • Remediation, abatement, repair, maintenance or other work with lead-based paint or materials containing asbestos; and/or • Transportation of hazardous materials away from any site related to this project Such Pollution Liability policy shall provide the following minimum coverage: ■ $ - per claim ■ $ annual aggregate ® Property Damage The Contractor shall provide a policy that covers damage to Kittitas County facilities, including buildings, equipment, grounds, etc. Such policy shall provide the following minimum coverage: • $ per occurrence ® Umbrella Coverage Professional Services Agreement (rev. 09/24/2018) Page 17 of 18 Umbrella policies shall provide coverage at least as broad as specified for underlying coverages (CGL, Auto, Employer's Liability) and cover those insured in the underlying policies, including additional insured. • Amount required for this Agreement: $1,000,000 Contractor shall furnish the County a Certificate of Insurance to include the Policy Endorsements/Exclusions as evidence that policies providing insurance required by this Agreement are in full force and effect. Contractor hereby waives all rights of recourse, including any right to which another may be subrogated, 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 Endorsements/Exclusions, properly completed and in the amount required, is attached hereto. Failure of the Contractor to fully comply with the above insurance requirements during the term of the Agreement shall be considered a material breach of contract and cause for immediate termination of the Agreement at the County's discretion. Alternatively, the County may procure and maintain, at the Contractor's sole expense, insurance to the extent deemed proper up to the amount of the required coverage(s). The County may offset the cost of such insurance against payment due to the Contractor under this Agreement. Professional Services Agreement (rev. 09/24/2018) Page 18 of 18 ■Istry 850 E. SPOKANE FALLS BLVD., SUITE 100 • SPOKANE, WA 99202 • 509.747.3389 •mckinstry.com i/e B/ Your Building Mechanical Design/Build Proposal for EF -2 Subsystem & Electrical January 29, 2021 Patti Johnson — 509.962.7070 Kittitas County 925 Industrial Way Ellensburg, WA 98926 Project: Booking and Cell Negative Pressure Zones Thank you for the opportunity to provide our proposal for this project. McKinstry employs an integrated services model to deliver thousands of building solutions across the Puget Sound. We are excited to apply our experience at developing and executing a variety of projects to address your current needs. We were asked to provide pricing for the Negative Pressure Zones — EF -2 Subsystem and Electrical for the Kittitas County Jail. Below are the project details and our recommendations. REFERENCED DOCUMENTS • Kittitas Jail Mechanical IFC Drawings dated 1/15/2021 CLARIFICATIONS • Makeup Air is intended to be from adjacent areas. This may have a negative effect on rooms outside of the areas shown. Further adjustment may be required. • All work is based on having free access to the areas within the scope of work. No additional provisions have been included in the budget for multiple mobilizations. Every effort will be made to limit the amount of disruption. • Work is to be performed during the following working hours (M -T; 6am-4:30pm) • Proposal is for EF -2 Subsystem and Electrical only; Previous proposal captures EF -1 Subsytem SCOPE OF WORK Our scope of work includes equipment, labor and materials to perform the following work: • EF -2 Subsystem including fan, ductwork, grills and associated fittings Demolition of Ceiling for access to new damper locations. We have assumed these are sheetrock ceilings at location of Dampers and Grilles. • Power for EF 1&2 Provide (1) circuit for EF 1 utilizing existing %" EMT Pathway Provide (1) circuit for EF 2 utilizing new MC cable EXCLUSIONS • Controls tie-in to existing Allerton system • Motor replacement if needed for new air volumes instry CONFIDENTIAL & PROPRIETARY 1 COLle Bl Your BuJlding Kittitas County Jail = EF -2 Subsystem & Electrical • Dedicated makeup air unit • Sales, Use and B&O tax • Hazardous materials assessment, removal, or disposal • Any work not specifically noted as included in this proposal • Overtime, double time and shift premiums • Unforeseen and hidden conditions • Performance and payment bonds • Material cost escalation • Engineering, calculations, drawings and peer review services • Handling of hazardous materials including, but not limited to, asbestos, lead and PCB's ***NOTICE OF POTENTIAL IMPACT*** This proposal does not include any provision(s) if McKinstry's work is delayed, disrupted, suspended, or otherwise impacted as a direct or indirect result of COVID-19 (coronavirus). Such impacts include, but are not limited to, disruptions to material/equipment supply; illness or unavailability of field labor; government quarantines, closures, or other mandates, restrictions, and/or directives; Owner or Customer restrictions and/or directives; and/or fulfillment of McKinstry's contractual or legal health and safety obligations associated with COVID-19. If the subject project is to commence under such circumstances to cause an impact as outlined above, McKinstry shall be entitled to a reasonably equitable adjustment to its'scope, schedule, and price accordingly. SAFETY McKinstry focuses on jobsite and company safety and has enjoyed excellent safety ratings for over 10 years. As a people -first company, safety is taken very seriously. The safety of our employees can never be compromised for operational efficiency. We have a full-time safety team dedicated to preventing loss and maintaining a safe and healthy work environment. Our project team will fully implement our safety program on this project. PRICING EF -2 Subsystem & Electrical SOW $17,895 Payment is due in full upon substantial completion. This proposal is valid for 45 days from the date proposed. Upon your favorable review, please sign and return this proposal for scheduling and implementation. Should you have any questions or require additional information, please feel free to call me at (509) 789-0574. instry CONFIDENTIAL & PROPRIETARY z Life Of Your Building Kittitas County Jail — EF -2 Subsystem & Electrical Sincerely, McKinstry Co., LLC. Erik Garza I Project Manager II (509) 789-0574 1 erikga@mckinstry.com ACCEPTED BY Kittitas County Patti Johnson, Director Signature Date Terms & Conditions PERFORMANCE OF WORK McKinstry shall perform the scope of work ("Work") specified herein. McKinstry shall furnish all services necessary to perform the Work and perform the Work to completion diligently, expeditiously and with adequate forces. Customer shall use its best efforts to provide all information, materials, documents, and assistance that is reasonably required for McKinstry to perform any and all aspects of the Work. PAYMENTS Customer shall pay McKinstry the compensation specified herein ("Price") for the value of Work that McKinstry has completed, as the Work is completed. Customer shall pay McKinstry within thirty (30) days of receiving an invoice. McKinstry will be entitled to interest at the maximum rate allowed by law on all sums overdue and unpaid from the date due. CONFIDENTIAL & PROPRIETARY 3 CLle 01 Your Building Kittitas County Jail — EF -2 Subsystem & Electrical WARRANTIES Customer shall receive a one (1) year warranty that covers labor and materials provided by McKinstry as part of the Work. This warranty commences on the date that the portion of the Work warranted is substantially complete. However, McKinstry makes no warranty whatsoever regarding components of the Work provided by third parties, and in such case the terms of the third party's warranty, including manufacturers' warranties, if any, shall apply between Customer and the third party. The warranties in this section are exclusive and in lieu of all other warranties, whether express or implied. TERMINATION Either Party may terminate this agreement upon fifteen (15) days written notice to the other Party. In such case the rights and obligations of each Party that arose prior to the termination date shall survive such termination, except that McKinstry shall have no obligation to perform Work after termination. DISPUTES In case of dispute between the Parties, the Parties will attempt to negotiate a resolution. If a dispute remains unresolved more than thirty (30) calendar days after the commencement of negotiation, then the Parties shall pursue mediation. If any dispute remains unresolved more than sixty (60) calendar days after the commencement of mediation, then either Party may commence binding arbitration. No litigation will be commenced by either Party unless all of the foregoing steps have been pursued to completion. CHOICE OF LAW, VENUE The validity, interpretation, and performance of this agreement shall be governed by the laws of the state in which the Work is performed. The venue for resolving any dispute shall be the county in which the Work is performed. FORCE MAJEURE Neither McKinstry nor Customer shall be considered in breach of this agreement to the extent that the Party's performance is prevented by an event or events that are beyond the control of such party, including but not limited to acts of God, fire, earthquake, flood, storm, war, rebellion, revolution, insurrection, riot, strike, nuclear contamination, and/or acts or threats of terrorism. NO WAIVER No waiver of any breach, failure, right, or remedy shall be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver. INTELLECTUAL PROPERTY Intellectual property provided by McKinstry to Customer as part of the Work are instruments of service owned by McKinstry and are not "work made for hire" as such term is defined under U.S. copyright law. When the Work is performed to completion, McKinstry grants to Customer a limited license to use the Intellectual Property to operate, maintain, renovate, and manage the subject matter of the Work. DAMAGES LIMITATION Neither party shall be liable for any consequential, indirect, special, incidental, exemplary, or similar, damages or losses, including loss of profits, whether based in contract or tort or any other theory, even if a party has been advised of the possibility of such damages. Furthermore, the total aggregate liability of either party, under any theory, is limited to the agreement Price. CONFIDENTIAL & PROPRIETARY 4 Lire 01 Your Bullding Kittitas County Jail — EF -2 Subsystem & Electrical INDEMNIFICATION Each party shall indemnify and hold harmless the other party from and against all third -party claims, damages, losses and expenses for bodily injury, sickness, disease, or death or destruction of tangible property but only to the extent directly caused by the negligent acts or omissions of the indemnitor. SEVERABILITY, SURVIVAL If any portion of this agreement shall be held invalid in whole or in part under any law, rule, regulation, or order, then such portion shall remain in effect only to the extent permitted, and the remaining portions of the agreement shall remain in full force and effect. Any invalid portions shall be substituted with an interpretation that most accurately reflects the Parties' intentions. AMENDMENT This agreement may not be amended except pursuant to a written amendment signed by an authorized signer of each Party. COMPLETE AGREEMENT This agreement, including the exhibits attached hereto, is a fully integrated agreement. Any legal terms and conditions appearing elsewhere in this agreement shall be ignored to the extent they contradict or are inconsistent with the terms and conditions contained in the foregoing list. All previous agreements between McKinstry and Customer as to the Work are superseded by this agreement. �I icfCy CONFIDENTIAL & PROPRIETARY 5 (ML/e 0/Your Building February 3, 2021 PROJECT HVAC Negative Air TO CONTRACTOR McKinstry Essention, LLC 5005 3rd Ave S. Seattle, WA 98134 Kittitas County Solid Waste Programs And Maintenance Project Management Office 925 Industrial Way, Ellensburg, WA 98926 Telephone: (509) 962-7542 Fax: (509) 962-7087 CHANGE ORDER NO.: 001 THE CONTRACT IS CHANGED AS FOLLOWS: The original Contract Sum was Add 2 fans, duct work, and electrical to provide negative air to cells per letter dated January 29, 2021 attached. The New Contract Sum including this Change Order will be NOT VALID UNTIL SIGNED BY THE CONTRACTOR AND OWNER. Kittitas County By (Signature) Print Name Date $ 45,863.00 $ 17,895.00 $ 63,758.00 McKinstry Essention, LLC By (Signature) Print Name Date