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HomeMy WebLinkAbout2021-05-11-minutes-solid-waste-and-maintenanceKITTITAS COUNTY COMMISSIONERS Solid Waste and Maintenance Regular Meeting Tuesday May 11, 2021 - 2:00 PM BOCC Conference Room 205 West 5th Room 108 - Ellensburg 1. Call to Order 2. Request Board approval and signature on Resolution to reject the apparent low bidder and award bid to the second bidder on the Colockum Building demolition and new wash rack project 3. Request Chair's signature on Contract with Mass X Construction 4. Request Chair's signature on new Transfer Station Short Plat 5. Request Chair's signature on McKinstry Change Order 6. Request Board signature on revised Professional Services Agreement with DLR Group 7. DLR Group Kick Off Presentation 8. Other business 9. Adjourn Created on 5f7/2021 12:09:58 PM KITTITAS COUNTY SOLID WASTE AND MAINTENANCE MINUTES BOCC CONFERENCE ROOM, 205 WEST 5TH ROOM 108 - ELLENSBURG Regular Meeting TUESDAY 1 2:00 PM Ma y 11, 2021 Board members present Brett Wachsmith, Chairman, Laura Osiadacz, Vice -Chairman and Commissioner Cory Wright. Others: Erica Loynd -DLR Group, Justin Stranzi-DLR Group, Lori Coppenrath-DLR Group, Patti Stacey -Director, Mandy Buchholz — (Webex Host), Erica Luce, Clerk for the meeting Meeting called to order at 2:00 p.m. Request Board approval and signature on Resolution to reject the apparent low bidder and award bid to the second bidder on the Colockum Building demolition and new wash rack project: Patti requested Board approval and signature. Commissioner Osiadacz moved to approve Resolution 2021-073, Commissioner Wright seconded, motion passes 3-0. Request Chair's signature on Contract with Mass X Construction: Patti requested Board approval and signature. Commissioner Osiadacz moved to approve, Commissioner Wright seconded, motion passes 3-0. Request Chair's signature on new Transfer Station Short Plat: Patti requested Chair's signature on the Short Plat paperwork from Cruise and Associates. Commissioner Osiadacz moved to approve, Commissioner Wright seconded, motion passes 3-0. Request Chair's signature on McKinstry Change Order: Patti requested Chair's signature. Discussion was held on the Jail and Courthouse change orders and the age of the building, that every time they open something up to fix, they find something new. Commissioner Osiadacz moved to approve; Commissioner Wright seconded. Motion passes. 3-0. Request Board signature on revised Professional Services Agreement with DLR Group: Patti requested Board approval; Commissioner Osiadacz moved to approve; Commissioner Wright seconded. Motion passes 3-0. DLR Group Kick Off Presentation: Introductions were held of the DLR Group and County members present. The DLR Group gave the Board a presentation. Discussion was held on the Kittitas County Courthouse Committee, roles and decision-making process. The scope of work, the project schedule, public involvement, final reports and findings, meeting schedules and timelines. 2021-05-11 MINUTES OTHER BUSINESS - None Meeting adjourned at 3:27 p.m. ,-A r G — Lisa]Lawrence 2021-05-11 MINUTES KITTITAS COUNTY COMMISSIONERS KITTITAS COUNTY, WASHINGTON Brett Wachsmith, Chairman BOARD OF COUNTY COMMISSIONERS COUNTY OF KITTITAS STATE OF WASHINGTON RESOLUTION NO. 2021- 0 1 RESOLUTION TO REJECT BID WHEREAS: Kittitas County went out to bid for a contractor to provide services for a project involving the Colockum Building Demolition and new Wash Rack; and WHEREAS: Kittitas County received seven bids for the demolition of the Colockum Building and Wash Rack; and WHEREAS: The apparent low bidder submitted flawed bid documents; and WHEREAS: The flawed documents made the bid non-responsive; and WHEREAS: the next bidder had completed the bid form appropriately; and NOW, THEREFORE, BE IT RESOLVED: Kittitas County is rejecting the apparent low bid received and will be awarding to the second bidder. DATED THIS J day of May, 2021 ATTEST: BOARD OF COUNTY C ISSIONERS KITTITAS COUN , W TON - Chairman L acz -Vice Chairman Cory Wright - Commissioner qCler—o—fth—KBoard APPROVED AS TO FORM: Douglas R. Mitchell, WSBA # 22877 (Deputy) Prosecuting Attorney BOARD OF COUNTY COMMISSIONERS COUNTY OF KITTITAS STATE OF WASHINGTON RESOLUTION NO. 2021 - RESOLUTION TO REJECT BID WHEREAS: Kittitas County went out to bid for a contractor to provide services for a project involving the Colockum Building Demolition and new Wash Rack; and WHEREAS: Kittitas County received seven bids for the demolition of the Colockum Building and Wash Rack; and WHEREAS: The apparent low bidder submitted flawed bid documents; and WHEREAS: The flawed documents made the bid non-responsive; and WHEREAS: the next bidder had completed the bid form appropriately; and NOW, THEREFORE, BE IT RESOLVED: Kittitas County is rejecting the apparent low bid received and will be awarding to the second bidder. DATED THIS day of May, 2021 BOARD OF COUNTY COMMISSIONERS KITTITAS COUNTY, WASHINGTON Brett Wachsmith- Chairman Laura Osiadacz - Vice Chairman Cory Wright - Commissioner ATTEST: Clerk of the Board APPROVED AS TO FORM: Douglas R. Mitchell, WSBA # 22877 (Deputy) Prosecuting Attorney 0 ag =:.11'z'/:'A1A Document X4101®® 2017 Standard Form of Agreement Between Owner and Contractor where the basis of payment is a Stipulated Sum AGREEMENT made as of the 11th day of May in the year 2021 (In words, indicate day, month and year.) BETWEEN the Owner: (Name, legal status, address and other it formation) Kittitas County 205 W. 511, Avenue, Suite 108 Ellensburg, WA 98926 and the Contractor: (Name, legal status, address and other it formation) Mass X Construction, LLC 271 Boston Road Ellensburg, WA 98926 for the following Project: (Name, location and detailed description) Colockum Demo & Wash Rack Ellensburg, WA 98926 The Architect: (Name, legal status, address and other information) ALSC Architects, P.S. 203 N. Washington, Suite 400 Spokane, WA 99201 The Owner and Contractor agree as follows. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. The parties should complete A101®-2017, Exhibit A, Insurance and Bonds, contemporaneously with this Agreement. AIA Document A201@-2017, General Conditions of the Contract for Construction, is adopted in this document by reference. Do not use with other general conditions unless this document is modified. Init. AIA Document A1010-2017. Copyright ©1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," 'AIA," the AIA Logo, "A101," and "AIA Contract Documents" are registered trademarks and may not be used without permission. This document was produced by AIA software at 11:09:49 ET on 05/06/2021 under Order I No.3054998455 which expires on 01/11/2022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents" Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1426892535) TABLE OF ARTICLES 1 THE CONTRACT DOCUMENTS 2 THE WORK OF THIS CONTRACT 3 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION 4 CONTRACT SUM 5 PAYMENTS 6 DISPUTE RESOLUTION 7 TERMINATION OR SUSPENSION 8 MISCELLANEOUS PROVISIONS 9 ENUMERATION OF CONTRACT DOCUMENTS EXHIBIT A INSURANCE AND BONDS ARTICLE 1 THE CONTRACT DOCUMENTS The Contract Documents consist of this Agreement, Conditions of the Contract (General, Supplementary, and other Conditions), Drawings, Specifications, Addenda issued prior to execution of this Agreement, other documents listed in this Agreement, and Modifications issued after execution of this Agreement, all of which form the Contract, and are as fully a part of the Contract as if attached to this Agreement or repeated herein. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations, or agreements, either written or oral. An enumeration of the Contract Documents, other than a Modification, appears in Article 9. ARTICLE 2 THE WORK OF THIS CONTRACT The Contractor shall fully execute the Work described in the Contract Documents, except as specifically indicated in the Contract Documents to be the responsibility of others. ARTICLE 3 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION § 3.1 The date of commencement of the Work shall be: (Check one of the following boxes) [ ] The date of this Agreement. [X A date set forth in a notice to proceed issued by the Owner. [ ] Established as follows: (Insert a date or a means to determine the date of connnencenrent of the Work.) If a date of commencement of the Work is not selected, then the date of commencement shall be the date of this Agreement. § 3.2 The Contract Time shall be measured from the date of commencement of the Work. § 3.3 Substantial Completion § 3.3.1 Subject to adjustments of the Contract Time as provided in the Contract Documents, the Contractor shall achieve Substantial Completion of the entire Work: (Check one of the following boxes and complete the necessan y information.) Init. AIA Document A101°-2017. Copyright@ 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA; the AIA Logo, "A101; and "AIA Contract Documents" are 2 registered trademarks and may not be used without permission. This document was produced by AIA software at 11:09:49 ET on 05/06/2021 under Order I No.3054998455 which expires an 01/1112022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents" Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1428892535) [X Not later than forty five (45 ) calendar days from the date of commencement of the Work. [ ] By the following date: § 3.3.2 Subject to adjustments of the Contract Time as provided in the Contract Documents, if portions of the Work are to be completed prior to Substantial Completion of the entire Work, the Contractor shall achieve Substantial Completion of such portions by the following dates: N/A Portion of Work Substantial Completion Date § 3.3.3 If the Contractor fails to achieve Substantial Completion as provided in this Section 3.3, liquidated damages, if any, shall be assessed as set forth in Section 4.5. ARTICLE 4 CONTRACT SUM § 4.1 The Owner shall pay the Contractor the Contract Sum in current funds for the Contractor's performance of the Contract. The Contract Sum shall be One hundred six thousand nine hundred dollars ($ 106.900.00 ), subject to additions and deductions as provided in the Contract Documents. § 4.2 Alternates § 4.2.1 Alternates, if any, included in the Contact Sum: N/A Item Price § 4.2.2 Subject to the conditions noted below, the following alternates may be accepted by the Owner following execution of this Agreement. Upon acceptance, the Owner shall issue a Modification to this Agreement. N/A (Insert below each alternate and the conditions that must be met for the Owner to accept the alternate) Item Price Conditions for Acceptance § 4.3 Allowances, if any, included in the Contact Sum: N_A (Identify each allowance.) Item Price § 4.4 Unit prices, if any: NSA (Identify the item and state the unit price and quantity limitations, if any, to which the unitprice will be applicable) Item Units and Limitations Price per Unit ($0.00 § 4.5 Liquidated damages, if any: (Insert te)?ns and conditions for liquidated damages, if airy.) $250 per calendar day after Substantial Completion date until work is Substantially Completed. § 4.6 Other: (Insert provisions for bonus or other incentives, if any, that might result in a change to the Conh•act Sum N/A Init. AIA Document A101°— 2017. Copyright @ 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A101," and "AIA Contract Documents" are 3 registered trademarks and may not be used without permission. This document was produced by AIA software at 11:09:49 Er on 05/06/2021 under Order I No.3054998455 which expires on 01111/2022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents° Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1428892535) ARTICLE 5 PAYMENTS § 5.1 Progress Payments § 5.1.1 Based upon Applications for Payment submitted to the Architect by the Contractor and Certificates for Payment issued by the Architect, the Owner shall make progress payments on account of the Contract Sum to the Contractor as provided below and elsewhere in the Contract Documents. § 5.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month, or as follows: § 5.1.3 Provided that an Application for Payment is received by the Architect not later than the fust day of a month, the Owner shall make payment of the amount certified to the Contractor not later than the ISth day of the following month. If an Application for Payment is received by the Architect after the application date fixed above, payment of the amount certified shall be made by the Owner not later than forty five ( 45 ) days after the Architect receives the Application for Payment. (Federal, state or local laws may require payment within a certain period of time) § 5.1.4 Each Application for Payment shall be based on the most recent schedule of values submitted by the Contractor in accordance with the Contract Documents. The schedule of values shall allocate the entire Contract Sum among the various portions of the Work. The schedule of values shall be prepared in such form, and supported by such data to substantiate its accuracy, as the Architect may require. This schedule of values shall be used as a basis for reviewing the Contractor's Applications for Payment. § 5.1.5 Applications for Payment shall show the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment. § 5.1.6 In accordance with AIA Document A201 TM -2017, General Conditions of the Contract for Construction, and subject to other provisions of the Contract Documents, the amount of each progress payment shall be computed as follows: § 5.1.6.1 The amount of each progress payment shall first include: .1 That portion of the Contract Sum properly allocable to completed Work; .2 That portion of the Contract Sum properly allocable to materials and equipment delivered and suitably stored at tine site for subsequent incorporation in the cornpleted construction, or, if approved in advance by the Owner, suitably stored off the site at a location agreed upon in writing; and .3 That portion of Construction Change Directives that the Architect determines, in the Architect's professional judgment, to be reasonably justified. § 5.1.6.2 The amount of each progress payment shall then be reduced by: .1 The aggregate of any amounts previously paid by the Owner; .2 The amount, if any, for Work that remains uncorrected and for which the Architect has previously withheld a Certificate for Payment as provided in Article 9 of AIA Document A201-2017; .3 Any amount for which the Contractor does not intend to pay a Subcontractor or material supplier, unless the Work has been performed by Others the Contractor intends to pay; .4 For Work performed or defects discovered since the last payment application, any amount for which the Architect may withhold payment, or nullify a Certificate of Payment in whole or in part, as provided in Article 9 of AIA Document A201-2017; and .5 Retainage withheld pursuant to Section 5.1.7. § 5.1.7 Retainage § 5.1.7.1 For each progress payment made prior to Substantial Completion of the Work, the Owner may withhold the following amount, as retainage, from the payment otherwise due: (Insert a percentage or amount to be withheld as retainage from each Application for Payment. The amount of retainage may be limited by governing law.) Init. AIA Document A1010— 2017. Copyright ©1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A101," and "AIA Contract Documents" are 4 registered trademarks and may not be used without permission. This document was produced by AIA software at 11:09:49 ET on 05106/2021 under Order t No.3054998455 which expires on 0111112022, is not for resale, Is licensed for one-time use only, and may only be used In accordance with the AIA Contract Documents° Terms of Service. To report copyright violations, e-mail copyright@ala.org. User Notes: (1428892535) § 5.1.7.1.1 The following items are not subject to retainage: (Insert any items not subject to the withholding of retainage, such as general conditions, insurance, etc.) Washington State and Local Sales Tax § 5.1.7.2 Reduction or limitation of retainage, if any, shall be as follows: (If the retainage established in Section 5.1.7.1 is to be modified prior to Substantial Completion of the entire YYork, inchlding modlf cations for Substantial Completion of p01'tions of the /York as provided in Section 3.3.2, insert provisions fur such modifications) N/A § 5.1.7.3 Except as set forth in this Section 5.1.7.3, upon Substantial Completion of the Work, the Contractor may submit an Application for Payment that includes the retainage withheld front prior Applications for Payment pursuant to this Section 5.1.7. The Application for Payment submitted at Substantial Completion shall not include retainage as follows: (Insert any other conditions for release of retainage upon Substantial Completion) § 5.1.8 If final completion of the Work is materially delayed through no fault of the Contractor, the Owner shall pay the Contractor any additional amounts in accordance with Article 9 of AIA Document A201-2017. § 5.1.9 Except with the Owner's prior approval, the Contractor shall not make advance payments to suppliers for materials or equipment which have not been delivered and stored at the site. § 5.2 Final Payment § 5.2.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the Contractor when .1 the Contractor has fully performed the Contract except for the Contractor's responsibility to correct Work as provided in Article 12 of AIA Document A201-2017, and to satisfy other requirements, if any, which extend beyond final payment; and .2 a final Certificate for Payment has been issued by the Architect. § 5.2.2 The Owner's final payment to the Contractor shall be made no later than 30 days after the issuance of the Architect's final Certificate for Payment, or as follows: Upon confirmation by the Washington State Department of Revenue and the Washington State Department of Labor and Industries that all amounts due related to this project have been paid in full. § 5.3 Interest Payments due and unpaid under the Contract shall bear interest from the date payment is due at the rate stated below, or in the absence thereof, at the legal rate prevailing from time to time at the place where the Project is located. (Insert rate of interest agreed upon, if any.) One -Half % Per Month % 0.5 Per month ARTICLE 6 DISPUTE RESOLUTION § 6.1 Initial Decision Maker The Architect will serve as the Initial Decision Maker pursuant to Article 15 of AIA Document A201-2017, unless the parties appoint below another individual, not a party to this Agreement, to serve as the Initial Decision Maker. (If the pities mutually agree, insert the name, address and other contact information of'the Initial Decision Maker, if other than the Architect.) Inst. AIA Document A1010-2017. Copyright @ 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A101," and `AIA Contract Documents" are 5 registered trademarks and may not be used without permission. This document was produced by AIA software at 11:09:49 ET on 05/06/2021 under Order t No.3054998455 which expires on 0111112022, is not for resale, is licensed for ane -time use only, and may only be used in accordance with the AIA Contract Documentsa Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1428892535) § 6.2 Binding Dispute Resolution For any Claim subject to, but not resolved by, mediation pursuant to Article 15 of AIA Document A201-2017, the method of binding dispute resolution shall be as follows: (Check the appropriate box.) [ ] Arbitration pursuant to Section 15.4 of AIA Document A201-2017 [ X ] Litigation in a court of competent jurisdiction [ ] Other (Spec) Shall be subiect to mediation as a condition precedent to binding dispute resolution. If the Owner and Contractor do not select a method of binding dispute resolution, or do not subsequently agree in writing to a binding dispute resolution method other than litigation, Claims will be resolved by litigation in a court of competent jurisdiction. ARTICLE 7 TERMINATION OR SUSPENSION § 7.1 The Contract may be terminated by the Owner or the Contractor as provided in Article 14 of AIA Docuunent A201-2017. § 7.1.1 If the Contract is terminated for the Owner's convenience in accordance with Article 14 of AIA Document A201-2017, then the Owner shall pay the Contractor a termination fee as follows: (Insert the amount of, or inethod fa• determining, the fee, if any, payable to the Contractorfollowing a termination for the Ovvner's convenience) § 7.2 The Work may be suspended by the Owner as provided in Article 14 of AIA Document A201-2017. ARTICLE 8 MISCELLANEOUS PROVISIONS § 8.1 Where reference is made in this Agreement to a provision of AIA Document A201-2017 or another Conttuct Document, the reference refers to that provision as amended or supplemented by other provisions of the Contract Documents. § 8.2 The Owner's representative: (Nance, address, email address, and other infornnation) Patti Stacey, Director Kittitas County Solid Waste 925 Industrial Way Ellensburg, WA 98926 § 8.3 The Contractor's representative: (Name, address, email address, and other information) Christy Daniels, Proiect Manager Mass X Construction, LLC 271 Boston Road Ellensburg, WA 98926 Init. AIA Document A1010— 2017. Copyright @ 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A101," and "AIA Contract Documents" are registered trademarks and may not be used without permission. This document was produced by AIA software at 11:09:49 ET an 05/0612021 under Order / Ne.3054998455 which expires on 0111112022, is not for resale, is licensed for one-time use only, and may only he used in accordance with the AIA Contract Documents" Terms of Service. To report copyright violations, e-mail copyright@ala.org. User Notes: (1428892535) § 8.4 Neither the Owner's nor the Contractor's representative shall be changed without ten days' prior notice to the other party. § 8.5 Insurance and Bonds § 8.5.1 The Owner and the Contractor shall purchase and maintain insurance as set forth in AIA Document Al01 T111-2017, Standard Form of Agreement Between Owner and Contractor where the basis of payment is a Stipulated Sum, Exhibit A, Insurance and Bonds, and elsewhere in the Contract Documents. § 8.5.2 The Contractor shall provide bonds as set forth in AIA Document AIO1Tm-2017 Exhibit A, and elsewhere in the Contract Documents. § 8.6 Notice in electronic format, pursuant to Article 1 of AIA Document A201-2017, may be given in accordance with AIA Document E203T"1-2013, Building Information Modeling and Digital Data Exhibit, if completed, or as otherwise set forth below: (If other than in accordance with f1IA Document E203-2013, insert requirements for delivering notice in electronic format such as name, title, and entail address of the recipient and whether and how the system will be required to generate a read receipt for the transmission.) N/A § 8.7 Other provisions: N/A ARTICLE 9 ENUMERATION OF CONTRACT DOCUMENTS § 9.1 This Agreement is comprised of the following documents: .1 AIA Document Al O1TM-2017, Standard Form of Agreement Between Owner and Contractor .2 AT "anent A 10111 2017,ExhibitA, insur-anee-ana� nos .3 AIA Document A201TM-2017, General Conditions of the Contract for Construction .4 AAA Deeument E2031M 2013, Building Infematien Modeling and Digital Data Exhibit, da4ed a ffii;9ei4 Me .5 Drawings Number Title Date See attached Exhibit 'A' .6 Specifications Section Title Date Pages See attached Exhibit 'B' .7 Addenda, if any: Number Date Pages Addendum No. 1 April 20, 2021 1 Addendum No. 2 Anri122, 2021 4 Portions of Addenda relating to bidding or proposal requirements are not part of the Contract Documents unless the bidding or proposal requirements are also enumerated in this Article 9. .8 Other Exhibits: Inst. AIA Document A101°— 2017. Copyright @ 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 2017 by The American Institute of Architects, All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A101," and "AIA Contract Documents" are 7 registered trademarks and may not be used without permission. This document was produced by AIA software at 11:09:49 ET on 05/0612021 under Order / No.3054998455 which expires on 01/1112022, Is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents° Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1428892535) (Check all boxes that apply and include appropriate infOMIatio►► identifying the exhibit tvl►ere required.) [ J AIA Document E204Tm-2017, Sustainable Projects Exhibit, dated as indicated below: (Insert the date of the E204-2017 incorporated into this Agreement.) [ ] The Sustainability Plan: Title Date Pages N/A [ J Supplementary and other Conditions of the Contract: Document Title Date Pages Supplementary General Conditions 4/13/21 22 of the Contract .9 Other documents, if any, listed below: (List here any additional docu►nents that are intended 10f017)) part of the Contract Documents. AIA Document A201T" r-2017 provides that the advertisement or invitation to bid, Instructions to Bidders, sample forms, the Contractor's bid or proposal, portions of Addenda relating to bidding orproposal requirements, and other- i► formation furnished by the Owner in anticipation of receiving bids or proposals, are notpart of the Conb•act Documents unless enumerated in this Agreement. Any such documents should be listed here only if intended to be part of the Conh•act Documents.) This Agreement entered into as of the day and year first written above. OWNER (Signature) CONTRACTOR (Signature) (Printed name and title) (Printed name and title) Init. AIA Document A101°-2017. Copyright@ 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A101," and "AIA Contract Documents" are 8 registered trademarks and may not be used without permission. This document was produced by AIA software at 11:09:49 ET on 05/0612021 under Order 1 No.3054998455 which expires on 0111112022, is not for resale, Is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents° Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1428892535) Kittitas County Colockum Demo & Wash Rack EXHIBIT 'A' DRAWINGS GENERAL G-001 COVER, DRAWING INDEX G-002 ABBREVIATIONS / SYMBOLS AND MATERIAL LEGEND CIVIL C-000 GENERAL CIVIL INFORMATION C-001 GENERAL NOTES C-100 EXISTING SITE CONDITIONS C-110 CIVIL SITE PLAN C-500 DETAILS ARCHITECTURAL AD -101 DEMOLITION PLANS AD -211 DEMOLITION ELEVATIONS A-141 OVERALL PLAN END OF DRAWINGS Kittitas County Colockum Demo & Wash Rack EXHIBIT ' B' SPECIFICATIONS DIVISION 00 - BIDDING REQUIREMENTS 00 00 02 Advertisement for Bids 00 00 03 Instructions to Bidders (AIA Document A701 - For Reference Only) 00 00 03.1 Supplementary Instructions to Bidders 00 00 04 Bid Proposal Form 00 00 05 General Conditions (AIA Document A201 - For Reference Only) 00 00 05.1 Supplementary General Conditions 00 73 43 Prevailing Wage Requirements 00 73 43.1 Prevailing Wage Rates 00 73 43.2 Benefit Code Key For Apprentice Wage Rates, see the following website: httpsJ/fortress. wa.govllni/wagelookup/ApprenticeWageLookup. aspx DIVISION 01 - GENERAL REQUIREMENTS 01 1000 Summary 01 2600 Contract Modification Procedures 01 2900 Payment Procedures 01 31 00 Project Management and Coordination 01 31 15 Communication 01 31 19 Project Meetings 01 3216 Construction Progress Schedule 01 3300 Submittal Procedures 01 4200 References 01 4516 Contractor Field Quality Control Procedures 01 5000 Temporary Facilities and Controls 0161 00 Common Product Requirements 01 7329 Cutting and Patching 01 7400 Cleaning 01 7700 Closeout Procedures 01 7800 Closeout Submittals 01 7900 Demonstration and Training DIVISION 02 - EXISTING CONDITIONS 0241 19 Selective Demolition DIVISION 03 -14 (Not Used) 1 DIVISION 21 - FIRE SUPPRESSION (Not Used) DIVISION 22 - PLUMBING (On Civil Drawings) DIVISIONS 23- 28 (Not Used)) DIVISION 31 - EARTH WORK (On the Drawings) DIVISION 32 - EXTERIOR IMPROVEMENTS (On the Drawings) REPORTS: Fulcrum-KTV Event Center - Swine Barn - HBM Inspection Report Fulcrum-KTV Event center - Colockum Room - HBM Inspection Report END OF TABLE OF CONTENTS PROFESSIONAL SERVICES AGREEMENT This Agreement is made by and between Kittitas County (hereinafter "the County") and DLR Group 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 May 11, 2021, and continue until completion of the project. Any party may terminate this Agreement by giving thirty (30) days' notice in writing either personally delivered or mailed postage -prepaid by certified mail, return receipt requested, to the party's last known address for the purposes of giving notice under this paragraph. Contractor acknowledges and by signing this Agreement agrees that the Indemnification provisions set forth in Paragraphs 7 (Independent Contractor), 9 (Taxes), 15 (Defense and Indemnity Agreement), 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 17 IN WITNESS WHEREOF, the parties have executed this Agreement this 5 of May , 2021. APPROVED: DLR Group BOARD OF COUNTY COMMISSIONERS KITTITAS COUNTY, WASHINGTON Signature of Signatory (Date May 5, 2021) Erica J. Loynd Print Name of Signatory Contractor Address: DLR Group 51 University Street Seattle, WA 98101 Project Contact: Erica Loynd Professional Services Agreement (rev. 09/24/2018) Page 2 of 17 Chairman Vice -Chairman Commissioner Attest: Clerk of the Board Approved as to Form: By: Deputy Prosecuting Attorney County's Address: Kittitas County 205 West 5th Avenue, Suite 108 Ellensburg, WA 98926 Project Contact: Patti Stacey 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 its services consistent with the professional skill and care ordinarily provided by architects practicing in the same or similar locality under the same or similar circumstances.. 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. Accountinq 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 17 6. Assiqnment 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 Professional Services Agreement (rev. 09/24/2018) Page 4 of 17 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. 12.4 Notwithstanding any dispute or delay in arriving at a mutually acceptable equitable adjustment, Contractor shall proceed in accordance with all Change Notices. Contractor must, within thirty (30) days after receipt of any Change Notice that does not set forth any acceptable adjustment, submit to the County a written statement setting forth any adjustment claimed. Professional Services Agreement (rev. 09/24/2018) Page 5 of 17 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. 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 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, Professional Services Agreement (rev. 09/24/2018) Page 6 of 17 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. 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. Professional Services Agreement (rev. 09/24/2018) Page 7 of 17 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. 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 Professional Services Agreement (rev. 09/24/2018) Page 8 of 17 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: 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. Professional Services Agreement (rev. 09/24/2018) Page 9 of 17 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. 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 Professional Services Agreement (rev. 09/24/2018) Page 10 of 17 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 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 Professional Services Agreement (rev. 09/24/2018) Page 11 of 17 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 17 EXHIBIT "A" SCOPE OF WORK In addition to providing all material and labor, the Contractor shall perform the following: Coordinate Communication with courthouse committee and the community: • Regarding the current building inventory, county service locations, and how those services interact on a transactional basis. • Conduct a SWOT analysis (strengths, weaknesses, opportunities, and threats) to identify options for moving forward. • Compile findings with prioritized options Develop Public Involvement Plan: Implement Public Involvement Plan Professional Services Agreement (rev. 09/24/2018) Page 13 of 17 4AM.- .flu-.% COMPENSATION As full compensation for satisfactory performance of the work, the County shall pay Contractor compensation not to exceed: Base Scope of work Civil Site Analysis - Cost per option Knutzen Engineering Scope Schedule _ Y.V" XT h': © 'tii•.,:...• - ..S t R,. .• Kick off Meeting .cam i`uF MEETING 2 Hours $ 1,250 Review of existing reports & studies $ 2,000 ongoing DLR Group $ 4,000 $ 9,000 Assessment of LEED / Sustainability Criteria DLR Group TBC - �'(p �.����� . ^i.:, ..._••. � .' 3. k5' .ens. _>L''. Meeting with Executive Team - 3 meetings ".v,.`.. .r :tiS•<. � MEETING h 3 hours $ 6,000 SWOT (or similar) Report TBC Report Implementation of Public Survey $ 3,000 Review of existing sites - Assume 4 - ongoing DLR Group $ 12,000 Development of Site Test Options - Assume 4 Reimbursables charged at cost plus 10% ongoing $ 25,000 . Meeting with Executive Team - 2 meetings MEETING 3 hours $ 4,000 Draft of PIP for review and comment ongoing $ 15,000 Preparation for Implementation ongoing $ 10,000 M ONE Meeting with Executive Team - 2 meetings MEETING 3 hours $ 4,000 PIP Implementation Support ongoing $ 10,000 Public / Commissioner Meetings - Assume 4 total, includes travel time PUBLIC MTG $ 16,000 Compilation of findings ongoing $ 15,000 Final Report Report $ 2,500 Group Base ..wl - Base Scope of work Civil Site Analysis - Cost per option Knutzen Engineering TBC - Cost Estimating of Conditions - Cost per option Roen Associates TBC - Rendering - Cost per option DLR Group $ 2,000 $ 2,000 Physical Model - Cost per option including materials DLR Group $ 9,000 $ 9,000 Assessment of LEED / Sustainability Criteria DLR Group TBC - Attendance at additional public / Commissioner meeting - Virtually DLR Group $ 2,500 $ 2,500 Graphic Design for Public Messaging - Dependent on Scope following Base Scope DLR Group TBC - Implementation of Public Survey TBC TBC - Travel to Ellensburg in lieu of virtual meeting (3 people) DLR Group $ 4,000 $ 4,000 Reimbursables charged at cost plus 10% - Additional Scope not included in base scope - To Be Confirmed Prior to Work Professional Services Agreement (rev. 09/24/2018) Page 14 of 17 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. Additional Coverage May Be Required: ® Workers' Compensation Professional Services Agreement (rev. 09/24/2018) Page 15 of 17 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 16 of 17 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: $ 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 17 of 17 May 11, 2021 PROJECT HVAC Negative Air TO CONTRACTOR McKinstry Essention, LLC 50053 d 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.: 002 THE CONTRACT IS CHANGED AS FOLLOWS: The original Contract Sum was $ 63,758.00 Add Ceiling repairs and roofing repairs per letter dated April 23, 2021 $ 8,075.00 Add Mechanical Design/Build replace EF3 per letter $ 4,170.00 The New Contract Sum including this Change Order will be $76,003.00 NOT VALID UNTIL SIGNED BY THE CONTRACTOR AND OWNER. Kittitas County By (Signature) Print Name Date McKinstry Essention, LLC By (Signature) Print Name Date try850 E. SPOKANE FALLS BLVD., SUITE 100 -SPOKANE, WA 99202 - 509.747.3389 -mckinstry.com 'Far7hle Of Your Building ��SCP>S,i:lf' £-�:3=.1.4.'�S ;CFr.ffCk.�n1S�Ni.a�..Y:'RS�+�- L-:c�'S<r''.R�. ..: .H;"µ2 �v�'1-.'.�?�� Siii "14�}..�1�"- "e 3. J.irl.t_.M�., a.. TSx�7e'�C. :.. L'. }��:'Fa:ti31i3}l .fk:S•ilf'�Ek�'(ili:'A.: �t?YrY4.459.±i -� ff}t+1 4�.jh1:�'wf.� 3%n.-..> 'i.ylrf�'.. M,.}`�'i:1"•+ Mechanical Design/Build Proposal for Ceiling & Roofing Repair April 23, 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 — Ceiling and Roofing Repairs. Below are the project details and our recommendations. CLARIFICATIONS • 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) SCOPE OF WORK Our scope of work includes subcontractor management of labor and materials to perform the following work: Ceiling Repair: • Layout and all light gauge metal framing and drywall with glue on acoustical ceiling tile similar to existing, stocking and scrapping, hoisting, coordination with other trades and daily clean up. Roofing Repair: • Repair existing roofing ^'36"x36" area with like materials EXCLUSIONS • Ceiling Repair: Stucco, plaster, insulation, doorframes, temporary barricades, temporary power, heat, water, ventilation, wood products, demolition, overtime • 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 IIIV try CONFIDENTIAL & PROPRIETARY 1 Life Of Your Building Kittitas County Jail — Ceiling Roofing Repair SiY4�'�+it �?5+4."iFiY'rtiHtl�.rs'C$ti'Tfi$vD`I �i�. r�ii:%.`i svr.F,Y'J!Q.",�5;".r.-... `;^,}`,ti,�:@�?�iP°hCG: A'F9�"Yri.�.�6"..k"x.'.'dV:s�.�'�.�;VN@i'^�"_LF�4:Yhk1±5.tf?;4';�S't,3�ab3E34"lkt.,4�+Y..'±nIFHt�4A*r '�4�.'�:,. i.;,+ �, r...'.�,.4,. bi,i.h fE.:.{•.;'!Mr. t-,rt5':;. I.:j: • 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 PC13'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 Ceiling & Roofing Repair $8,075 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. Sincerely, McKinstry Co., LLC. Erik Garza I Project Manager II (509) 789-0574 1 erikga@mckinstry.com try CONFIDENTIAL & PROPRIETARY 2 4:L le BI Your Building Kittitas County i Roofing Repair 'L.'u7'=5ti,'31`Z .aiSV:;+:kni:V, 4'R- lY'c;'.;a Y, 4�'=^'F;;S'F. 'fi,;'?t'{�1M�3 _R _....':.Y y; T��, k�4^in^� cr?. .:1 a^x4�'. ..`�,_.:�fY . 1� .k.i4U d .. �.. _S rL. X X- kL f?.'i:�- �. Y.tfa.i�.!:..[.... ,.hi:i-:::vtY• �-+t:....'Sr. .� Y:9.::,.. r 1.. r .:x::..:<_ ACCEPTED BY Kittitas County Patti Stacey, 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. 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. �flStCy CONFIDENTIAL & PROPRIETARY 3 Lile Of Your Building Kittitas County Jail — Ceiling & Roofing Repair �: 3^�LP"^^,•+^, s -r a:-� ..v"a rtU.�=i'i.'3w�h.�s;n•>. 'ipe-,.;�;t:-..SP,Y's-fkk333kr ft%GF*ai-�xel m+��i',.:r:'�r;.-t9i:,:.a{$jia�.:i�a5'S.zE:tcr"._t:J.xn: Jf�4`�3*.a:: ;sr<<r.3nY'; ti::r,'s.t. i`'U,4. �•:Y�...m„y.:.-t�.+?�.<.. 1.4 -_;•,ti e.:,:y 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. 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 CONFIDENTIAL & PROPRIETARY �try 4 Life Of Your Building Kittitas County Jail — Ceiling & Roofing Repair 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. IIIV ��y CONFIDENTIAL & PROPRIETARY 5 4:Lle Of Your Building % try 850 E. SPOKANE FALLS BLVD., SUITE 100 • SPOKANE, WA 99202 • 509.747.3389 • mckinstry.com Life Of Your Building Mechanical Design/Build Proposal for EF -3 Replacement May 4, 2021 Patti Stacey — 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 -3 Replacement for the Kittitas County Jail. Below are the project details and our recommendations. REFERENCED DOCUMENTS • EF -3 Nameplate CLARIFICATIONS • 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 -3 replacement SCOPE OF WORK Our scope of work includes equipment, labor and materials to perform the following work: • EF -3 replacement • Additional ductwork to connect existing ductwork to existing fan curb • Electrical disconnect of old EF -3 and reconnect of new EF -3 EXCLUSIONS • Controls tie-in to existing Allerton system • Motor replacement if needed for new air volumes • 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 CONFIDENTIAL & PROPRIETARY 1 GL /e 0/Your Building Kittitas County .Replacement • 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 -8 Replacement $4,170 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. Sincerely, McKinstry Co., LLC. -4—— L -l" Erik Garza I Project Manager II (509) 789-0574 1 erikga@mckinstry.com tryCONFIDENTIAL & PROPRIETARY z (ML!TBuilding Kittitas County .Replacement 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. 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. I /'V CONFIDENTIAL & PROPRIETARY try 3 CLle 01 Your Building Kittitas County .Replacement w Sr^ a�...,:2,9 rt:;5ce+,:w w'a ^.1...a=xT•ud, .+. k -: ++. V15`�4k i:Y BFi:,lei`5 i �a4:its.%`Y tS^.4?3r�4 ;81a' -ray 5':77.i'a itit:Cfr7�k',phi?'ki!fd+11i'.ti,YMi'�3?�':t5i+ .r5'i�::'!�l'�Y.aiis�isi. ?/3!;'.._...g:-1,r,��"h"!,o �snt5.gs.::_,'>bi 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 MAIEURE 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. 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 I/IV try CONFIDENTIAL & PROPRIETARY 4 L!le BI Your Building Kittitas County Jail — EF -3 Replacement 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. IIIV��r CONFIDENTIAL & PROPRIETARY ♦Y 5 4:L(e Of Your Building trl 850E. SPOKANE FALLS BLVD., SUITE 100 • SPOKANE, WA 99202 • 509.747.3389 • mckinstry.com Life Of Your Building Mechanical Design/Build Proposal for EF -3 Replacement May 4, 2021 Patti Stacey — 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 -3 Replacement for the Kittitas County Jail. Below are the project details and our recommendations. REFERENCED DOCUMENTS • EF -3 Nameplate CLARIFICATIONS 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 -3 replacement SCOPE OF WORK Our scope of work includes equipment, labor and materials to perform the following work: EF -3 replacement Additional ductwork to connect existing ductwork to existing fan curb • Electrical disconnect of old EF -3 and reconnect of new EF -3 EXCLUSIONS • Controls tie-in to existing Allerton system • Motor replacement if needed for new air volumes • 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 Mr�stry a le Or Your Building CONFIDENTIAL & PROPRIETARY Kittitas County Jail — EF -3 Replacement {:�',�..r3`a-'..'�asr„y?.,ielyh+.kc�'�)r.��.n1.3Gs.a.lf-x �3�+15s?':iv'b..�k+�?`Y�'.�:24A2'aYC���Yv"sl.-titer".=�La'4ti'sSki�Yi3�_i�z•!}��.�3:K�J:fi'7R`.1z:l.Ak.�+�:SV:.�-5k�.3f.[;C �iC61i`.��"i4r'9n"F?.�JYS:91r!?,u+.�'Xx%k�:{#E3�Ci.�.t."�F�.f:vh."�"2�t+hP3,v+�.4s�.�' • 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 -8 Replacement $4,170 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. Sincerely, McKinstry Co., LLC. Erik Garza I Project Manager 11 (509) 789-0574 1 erikga@mckinstry.com try CONFIDENTIAL & PROPRIETARY 2 Life Or Your Building Kittitas County ' iMt:'-vs ':i «h=, +"--,1, kii. opq'fa x'a9:+9zh440c%�L%.,rii%uM.tiR. `M.^y.vh+ :: t)Mr'i. r_ �r.'si:1N',�t�-.YS<ti,:-..x�.,.,g a,, i.7`Ns .. ,, - 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") fort ' he value of Work that McKinstry has completed, as the Work is completed. Customer shall pay McKinstry withinthirty (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. 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. IIIV try CONFIDENTIAL & PROPRIETARY 3 4:L le Of Your Building Kittitas County .Replacement s3{4'Y:a::tiY .# .,?�1�ii+�:.�''x..".-;i�C."LSucrt'�w-Sk>w..;.s�t�Yi:4':'Y`.� . s;+`i^-iY3' J:3'u;ylf.i'�N"r.s3.hk£;�'SL�s2!%�.`+F"�+..--.-E�:i"��'�-v"�:.2Yiii2'� •a::ii4€tyiST,F'?YJiiS"etnl.?t'!s?t$7.�!'+�4�v k: R:iT,i:'tl.i+nK ?.�?Si .M1�'S 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. 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 I/IV ��y CONFIDENTIAL & PROPRIETARY 4 4:L/e Of Your Building ��'ff'��� y~flU[l��/ |�'|_�[-3 ���D|��������yl� '~'``'`^~~ ^~~'^~''`Y �~^'' ~—' ~^ '`^~r`'^~~^—'''^—''� This agreement may not be amended except pursuant to a written amendment signed by an authorized signer ofeach Party. COMPLETE AGREEMENT This agreement, including the exhibits attached hereto, isafully 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 McKinstryand Customer astothe Work are superseded bythis agreement. try 5 CONFIDENTIAL aPROPRIETARY