Loading...
HomeMy WebLinkAboutLCD-Inc-PSAPROFESSIONAL SERVICES AGREEMENT This Agreement is made by and between Kittitas County (hereinafter "the County") and LDC lnc (hereinafter "Contractor''). The County and Contractor agree as follows: General Conditions; Exhibit A (Scope of Work); Exhibit B (Compensation); Exhibit C (Proof of lnsurance). copies of which are attached hereto and incorporated herein by this reference as fully as if set forth herein. The term of this Agreement shall commence on the May 3, 2022 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 lndemnification provisions set forth in Paragraphs 7 (lndependent Contractor), 9 (Taxes), 15 (Defense and lndemnity Agreement), 21 (Patent/Copyright lnfringement) and 24 (Confidentiality), are totally and fully part of this Agreement and have been mutually negotiated by the parties. Profession al Services Ag reement (rev . 09 124 I 201 B) Pagel of18 lN WITNESS WHEREOF, the parties have executed this Agreement this Sth dav of Aoril.2022. LDC lnc APPROVED: BOARD OF COUNTY COMMISSIONERS KITTITAS COUNry , WASHINGTON -'1-zSignature of Signatory (Date -g - 7-L AettL V,"l(un4( . t/.!, Print Name of Signatorir Chairman cory rman , Commissioner Attest: of th Approved as to Form: By Deputy Prosecuting Attorney County's Address: Kittitas County 205 West Sth Avenue, Suite 108 Ellensburg, WA 98926 .\\\\\\llllll .+Nl , cov .r+'i$t.."""' S"n.'s o.' (1 :,'1 l 1r'(\ li i'. ilti,i:i i. I-l V'j tttrl.lttl Contractor Address: 20210 142nd Ave NE Woodinville, WA 98072 P rofession al Services Ag reement (rev . 09 I 24 I 201 8) Page 2 of 18 Project Contact: Clay White, LDC lnc Profess iona I Se rvices Ag ree ment (rev . 09 I 24 I 20 1 8) Page 3 of 18 Project Contact: Jeremy Johnston, Planning Official GENERAL CONDITIONS 1. Scope of Contractor's Services: Contractor agrees to provide to the County seruices and any materials set forth in the project narrative identified in Exhibit "A" during the Agreement period. No material, labor, orfacilities will be furnished by the County, unless othenrvise provided for in the Agreement. 2. Performance of Work: Contractor shall perform work in accordance with, and shall complywith, all of the provisions of this Agreement. All work shall comply with applicable codes and ordinances. 3 Schedrrle of Performance Unless directed othenrvise by the County, Contractor shall perform the work in accordance with any schedules made a part of this Agreement. 4. Definitions: 4.1 "Additional lnsureds" 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 Pavment 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 eamed, 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 seryice pursuant to the fee schedule set forth in Exhibit "B". Professional Se rvices Ag reement (rev . 09 124 I 20 1 8) Page 4 of 18 6. Assiqnment and Subcontractinq: 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. lndependent 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 lnsureds, 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 Emplovment: 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 lnternal Revenue Service at the end of the calendar year in accordance with the applicable IRS regulations. lt 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 indemnifiT 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. 0912412018) Page 5 of 18 personal property to which the County does not hold title. The County is exempt from Federal Excise Tax. 10. Requlations 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. Riqht 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 lf 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. Profession al Services Ag reement (rev . 09 I 24 I 201 8) Page 6 of 18 12.5 lf 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: lf 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. lf the Agreement is terminated for default, the Contractor shall not be entitled to receive any further payments under the Agreement until all work called for has been fully performed. Any extra cost or damage to the County resulting from such default(s) shall be deducted from any money due or coming due to the Contractor. The Contractor shall bear any extra expenses incurred by the County in completing the work, and all damage sustained, or which may be sustained by the County by reason of such default. lf 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 Conven ience 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. ln 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 & lndemnitv Aqreement: The Contractor agrees to and shall defend, indemnify and hold harmless the County, its Additional lnsureds, 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 lnsureds, its elected or appointed officials, agents, or employees for damages because of P rofessiona I Se rvices Ag reement (rev . 09 124 I 20 1 8) Page 7 of 18 personal or bodily injury, including death at any time resulting therefrom, sustained by any person or persons and on account of damage to property including loss of use thereof, whether such injury to persons or damage to property is due to the negligence of the Contractor, its sub-Contractors, its elected officers, employees or their agents, except only such injury or damage as shall have been occasioned by the sole negligence of the County, its Additional lnsureds, appointed or elected officials, agents, or employees. lt is further provided that no liability shall attach to the County by reason of entering into this contract, except as expressly provided herein. 16. lndustrial lnsurance Waiver: With respect to the performance of this Agreement and as to claims against the County, its Additional lnsureds, officers, agents and employees, the Contractor expressly waives its immunity under Title 51 of the Revised Code of Washington, the lndustrial lnsurance 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: ln 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. Withholdinq Pavment: ln 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 othenruise adjudicated. Monies withheld are limited to those that 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, 19. Future Non-Allocation of Funds: lf 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 P rofessional Services Ag reement (r ev . 09 I 24 I 20 1 8) Page 8 of 18 20.2 20.3 20.4 20.5 20.6 power and authority to enter into and to perform its obligations under this Agreement. 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. 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. 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. 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. 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. PatenVCopvriqht lnfrinqement: 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. P rofessiona l Services Agree ment (rev . 09 124 1 201 8) Page 9 of 18 22. Disputes: 22.1 General Differences between the Contractor and the County, arising under and by virtue of the Agreement Documents shall be brought to the attention of the County at the earliest possible time in order that such matters may be settled or other appropriate action promptly taken. Except for such objections as are made of record in the manner hereinafter specified and within the time limits stated, the records, orders, instructions, and decisions of the Kittitas County Commissioners shall be final and conclusive. 22.2 Notice of Potential Claims The Contractor shall not be entitled to additional compensation which otherwise may be payable, or to extension of time for (1) any act or failure to act by the County, or (2) the happening of any event or occurrence, unless the Contractor has given the County a written Notice of Potential Claim within ten (10) days of the commencement of the act, failure, or event giving rise to the claim, and before final payment by the County. The written Notice of Potential Claim shall set forth the reasons for which the Contractor believes additional compensation or extension of time is due, the nature of the cost involved, and insofar as possible, the amount of the potential claim. Contractor shall keep full and complete daily records of the work performed, labor and material used, and all costs and additionaltime 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 ltems 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. Confidentialitv: 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 Attomey 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 Professiona l Services Ag reement (rev . 09 1 24 1 20 1 8) Page 10 of18 proceedings seeking disclosure of such information. Contractor shall indemnify and hold harmless the County, its Additional lnsureds, 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 sth Ave, Suite 108, Ellensburg, WA 98926. Notice to the Contractor for all purposes under this Agreement shall be given to the address reflected on the signature page. Notice may be given by delivery or by depositing in the U.S. Mail, first class, postage prepaid. 26. Severability: lf 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. Professiona I Se rvices Ag ree ment (rev . 09 l24l 20 1 8) Page11 of18 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, 1 1, 13, 1 4, 1 5, 16, 17, 1 8, 1 9, 20, 21, 22, 23, 24, 28, 30, 31, and 32 shall survive, notwithstanding the termination or invalidity of this Agreement for any reason. 30.Nond iscrimination 30.1 The County is an equal opportunity employer 30.2 Nondiscrimination in Emplovment ln the performance of this Agreement, the Contractor will not discriminate against any employee or applicant for employment on the grounds of race, creed, color, national origin, sex, sexual orientation, marital status, age or the presence of any sensory, mental or physical handicap; provided that the prohibition against discrimination in employment because of handicap shall not apply if the particular disability prevents the proper performance of the particular worker involved. The Contractor shall ensure that applicants are employed, and that employees are treated during employment without discrimination because of their race, creed, color, national origin, sex, sexual orientation, marital status, age or the presence of any sensory, mental or physical handicap. Such action shall include, but not be limited to: employment, upgrading, demotion or transfers, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and programs for training including apprenticeships. The Contractor shall take such action with respect to this Agreement as may be required to ensure full compliance with local, state and federal laws prohibiting discrimination in employment. 30.3 Nondiscrimination in Services The Contractor will not discriminate against any recipient of any services or benefits provided for in this Agreement on the grounds of race, creed, color, national origin, sex, sexualorientation, marital status, age or the presence of any sensory, mental or physical handicap. 30.4 lf 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 P rofession al Services Ag ree ment (rev . 09 I 24 I 20 1 8) Page 12 of18 action as may be required to ensure full compliance with the provisions in the immediately preceding paragraphs herein. 32 Debarmenf Certification The Contractor certifies that it: 32.1 ls 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 ls 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 Ag ree ment (rev . 09 124 1 20 1 8) Page 13 of18 EXHIBIT ''A" SCOPE OF WORK (Attached) P rofessi on a l Se rvices Ag reement (r ev . 09 124 1 20 1 8) Page 14 of 18 LDC I Surveying Engineering Planning MarchB,2022 Dan Carlson, AICP Commu nity Development Services Director Kittitas County 4L1 N Ruby ST, Suite 2 Ellensburg WA 98926 Task 01 - Code update scoping/discovery Task 02 - Code preparation Task 03 - Meetings/hearings/coordination TOTAT Contact Information Clay White CWhite@LDCcorp.com 425.892.9572 RE: Resolution 2022-13 implementation - Code project Dear Dan The following provides a proposal for code development work related to the implementation of Resolution 2022-0t3 - Il-A with the City of Ellensburg Regarding Development in ib Urban Growth Area. This proposal is based on the understanding that the project will move fonruard with the annual comprehensive plan docket and be completed by the end of 2022. Based upon our conversations, we have proposed three separate task, First, we would complete some initial work to provide an outline of how we plan to integrate portions of the City of Ellensburg Code into Kittitas County Code. We would then move into code preparation. This includes preparing draft and edits. As paft of this tas( we have also allotted time for assistance with staff repofts, responding to comments, and preparation of the SEPA checklisflCommerce notice, Finally, we have a general coordination and meetings task. This will cover initial meetings with CDS and other departments, coordination with the City of Ellensburg as needed, and preparation of meeting/hearing materials and attendance at meetings (in-person). FEE SUMMARY LDC will accomplish the following tasK per the following scope and estimated fees: $5,100 $18,100 $10.700 $33,900 TASK 01 - Code update scoping/discovery Integration of new code sections can be accomplished in several ways. It is important to acknowledge that when adding new sections of code for ceftain projects, code clarity will have to be provided so the reader can cleady understand what code standards apply in which situations. This means that code changes will likely go beyond inclusion of City of Ellensburg Code identifled in Resolution 2022-13. The purpose of this task is to develop a common framework and approach to be utilized as code sections are amended. This upfront work will ensure that Task 02 moves fonvard efficiently. This task will include the following: o Develop outline of proposed changeso Develop approach to inclusion of new code sections. This will be a matrix to ensure each issue identified is covered as code changes are proposedr Meetings with County/City depaftments under Task 03 ASSUMPTIONS: a One round of review and edits after county review Service All()Vl" the Standard ph: 425,806.1869 n fx: 425.482.2893, www.LDCcorp,com TASK 02 - Code preparation Based upon the approach to code change approach and outline developed within Task 01, we will produce a draft od code changes which implement Resolutions 2022-L3. We will then work with the county team to review and make edits to the draft, Once the draft ordinance is in shape, we will work to prepare materials for Planning Commission and Council Meetings/Hearings. Attendance at those meetings is covered in Task 03. This task will include the following: o Prepare amendments to Kittitas County Code adopting the City of Ellensburg code and development as defined in Appendix C of the Il-A. Prepare amendments to Kittitas County Code to account for additional items addressed within Resol ution 2022- t3 i ncl udi ng : a. Variance process for utilization of wellsb. Permit application process changesc. Coordination for rezones and comp plan changesd. Park and Traffic impact feese Preparation of draft and final ordinance. Assistance with SEPAo New code requirements will be integrated into existing code vs. creating new zoning designations and standards. Code writing will be included but only to the extent of integration of new requirements.r Assumes minimal code writing for Park and Road impact fees which will be collected and passed to the City of Ellensburg. ASSUMPTIONS:. One round of edits and changes based on feedback from client and additional changes based upon feedback from public meetingso Approach to code changes will be based upon Task 1 code change approach and outliner Meetings and coordination under Task 03 TASK O3 - Meetings/hearings/coordination Includes general coordination with CDS. This will cover initial meetings with CDS and other depaftments, coordination with the City of Ellensburg as needed, and preparation of meeting/hearing materials and attendance at meetings (in-person). This task will include the following: . Kickoff meeting. Meetings with appropriate County depaftments throughout project. Regular check in meetings with CDS staff. Planning Commission/Commissioner meetings/hearings ASSUMPTIONS: e One kickoff meeting with preparation of meeting notes and next stepso Bi-weekly 3O-minute check in meeting with CDS as needed. Up to three Planning Commission/Commissioner meetings/hearings (two in person). Upfront meetings with county departments impacted by code changes Kiftitas County | 2 OF 3 EXHIBIT "B'' COMPENSATION As full compensation for satisfactory performance of the work, the County shall pay Contractor compensation not to exceed $33,900. LDC Rate Sheet Attached. Profession al Services Agreement (rev . 09 I 241 201 8) Page '15 of 18 LDC I' rurvcyrng ngirreering la rlr in g 2022 RATE SHEET I STANDARD FEE SCHEDULE The below list contains a schedule of fees for services performed by Land Development Consultants, Inc. This standard fee schedule is subject to annual adjustment on January 1st of each year to reflect increased costs due to inflation. m c OJ g oc E c 0iU rt) co cq)v NF. O' OJ.; o =uz qJ o cNt NoN aI Principal/Director Senior Project Manager Project Manager Project Engineer Design Engineer E.I.T, Senior Designer $220 $200 $180 $16s $14s $12s $16s Planning Manager Senior Planner Planner Associate Planner Permit Technician $1es $170 $1s0 $130 $10s Senior Land Surveyor Professional Land Surueyor Project Surueyor Senior Suruey Technician Chief of Parties Survey Technician Suruey Crew Chief II Survey Crew Chief I Survey Assistant $1Bs $170 $1s0 $140 $160 $12s $1s0 $12s $e0 Clerical Senior CAD Technician Cad Technician III CAD Technician II CAD Technician I $80 $140 $130 $120 $110 Project Administrator $10s Oubide Services Plotting C-alor (24" x 36') Plotting Black and White (24" x 36') Color (11" x l7') Cost + 15o/o $15.00 each $2.00 each $2.00 each PDF File Conversion $10s.00 / hr STAFF TYPE RATE REIMBURSABLE RATE Service AIJ()Vl the Standard ph:425.8O6.1869 ' fx: 425.482.2893 . www.LDCcorp.com 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 lnsureds 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 Vll or better in the most recently published edition of Best's Reports unless otherwise approved by the County. lf an insurer is not admitted, all insurance policies and procedures for issuing the insurance policies must complywith Chapter48.15 RCW and284-15 WAC. The Contractor shall provide proof of insurance for: X Commercial General Liabilitv lnsurance Coverage limits not less than:. $1,000,000 per occurrence. $1,000,000 per occurrence liquor liability. $1,000,000 products & completed operations aggregate. $1,000,000 personal and advertising injury, each offenseo Certificate Holder - Kittitas Countyo The Certificate must name the County as additional insured. Sixty (60) days written notice to the County of cancellation of the insurance policy Commercial Arrto ile Liabilitv lnsurance (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. Profession al Services Agreement (rev . 09 1 24 1 20 1 8) Page 16 of 18 Additional Coverage May Be Required: ! Workers' Compensation Workers'Compensation in amounts required by law I Stop Gap/Emplovers Liabilitv 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. tr Professional Liability The Contractor and/or its Subcontractor and/or its consultant providing professional services shall provide evidence of Professional Liability lnsurance covering professional errors and omissions. Such policy must provide the following minimum limits:. $1,000,000 per claim. $2,000,000 annual aggregate. lf 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; andior. Remediation, abatement, repair, maintenance or other work with lead-based paint or materials containing asbestos; andioro Transportation of hazardous materials away from any site related to this project Such Pollution Liability policy shall provide the following minimum coverage:r $ per claimr $ annual aggregate ! Propertv Damaoe 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: P rofessional Services Ag reement (rev . 09 I 24 I 20 1 8) Page 17 of18 a $ per occurrence Umbrella Coveraqe 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 lnsurance 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 Gertificate of lnsurance 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 Se rvices Ag ree ment (rev . 09 I 24 I 20 1 8) Page 18 of 18 CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) osltol22 THIS CERTIFICATE IS ISSUED AS A MAfiER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW THIS CERTIFICATE OF INSURANCE DOES NOT CONSTTTUTE A CONTRACT BETWEEN THE tSSUtNG TNSURER(S), AUTHORTZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER, lMPoRTANT:lfthecertificateholderisanADDlTloNALlNsuRED,thepoticy(ies)musthaveADDlTloN !f SUBROGATION lS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s), PRODUCER SCHULTZ AGENCY/WORLDWIDE INSURANCE NETWORK 12014 NE l32nd Ct. Kirkland wA 98034 N ffii?"' Tony Schultz P { A 206-949-6002 888-234-75 I 8 INSURER(S) AFFORDING COVERAGE NAIC # lNsuRER A : SCOTTSDALE INSURANCE COMPANY 41297 INSURED LAND DEVELOPMENT CONSULTANTS, INC 20210 142ND AVE NE wooDtNVtLLE,WA 98072 lNsuRER B: HARTFORD CASUALTY INSURANCE COMPANY 29424 INSURER C INSURER D INSURER E INSURER F: CERTIFICATE NUMBER:REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWTHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WTH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHO\IN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER {MM/DDIYYYYI .MM'DD/YYYYI LIMITS EACH OCCURRENCE $2,000,000 $300,000 MED EXP (Any one person)10,000 PERSONAL & ADV INJURY 1,000,000$ GENERAL AGGREGATE $2,000,000 PRODUCTS - COMP/OP AGG $2,000,000 B COMMERCIAL GENERAL LIABILITY GEN'L AGGREGATE LIMIT APPLIES PER: PoL,cY lTltffi E CLAIMS-MADE OCCUR LOC 22SBAVW6890 07/08/2021 07lo8/2022 $ l,000,000$ BODILY INJURY (P€r person)$ BODILY INJURY (Per accident)$ $ B AUTOMOBILE LIABILITY ANY AUTO o\ n{ED AUTOS ONLY HIRED AUTOS ONLY 22UECBHI784 07t08t202t 07108/2022 $ x r EACH OCCURRENCE $ 5,000,000UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS-MADE AGGREGATE $ 5,000,000B DED K RETENTIoN$ 10,000 22SBAVW6890 071081202t 07108/2022 $ K STATUTE EF n- E.L, EACH ACCIDENT $1,000,000 E.L. DISEASE. EA EMPLOYEE $1,000,000 B WUKl(tsKs UUMPENSA II(,N AND EMPLOYERS' LIABILITY {NY PROPRIETOR/PARTNER/EXECUTJVE )FFICER/MEMBER EXCLUDED?N lMandatory ln NH) f yes, describe under ]ESCRIPTION OF OPERATIONS below Y/N N/A WA STOPGAP 07108t2021 07/08/2022 E.L. DISEASE - POLICY LIMIT $1,000,000 A/B Professional Liability Inland Marine Policy 22M52G9107 JES0000063 0710812021 07/08t2022 Each Occurance General Aggregate 2,000,000 2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarls Schedule, may be attached lf more Bpace is required) PSA - RESOLUTION 2022-13 IMPLEMENTATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WLL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. KITTITAS COUNTY 205 WEST sTH AVE, STE 108 ELLENSBURG WA 98926 AUTHORIZED REPRESENTATIVE ANTHONY SC,TIULTZ @ 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (20't6t03l ,",, llll-g (Rev. October 2018) Department of the Treasury lnternal Revenuo Service Request for Taxpayer ldentification Number and Gertification Give Form to the requester. Do not send to the lRS. c) o O)(E o.co.ooco.o>'rl+1l otrzl^ 4.o oooooo @ )Goto for instructions and the latest information, shown on your income tax on not line blank. LAN T tNc. name/disregarded entity name, if ditferent from 4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3): Exompt pay€€ code (if any) Exemption from FATCA reporting code (if any) Wplids to accounts mainlained outside th6 U.S) Requester's name 7 List account Number Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the instructions for Part l, later. For other entities, it is your employer identification number (ElN). lf you do not have a number, see How to get a I/N, later. Note: lf the account is in more than one name, see the instructions for line 1. Also see What Name and Number To Give the Requester lot guidelines on whose number to enter. Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and 2' I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the lnternal Revenue Service (lRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subiect to backup withholding; and 3. I am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have b6€n notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax retum. For roal estate transactions, item 2 does not apply. For mortgage lnterost paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (lRA), and generally, payments must provide your conect TlN. See the lnstructions for Part ll, later.other than interest and dividends,required to sign the certification, but you Sign Here General lnstru Section references are to the lnternal Revenue Code unless otherwise noted. Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go lo www.irs.govlFormW9. Purpose of Form An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number cflN) which may be your social security number (SSN), individual taxpayer identification number (lTlN), adoption taxpayer identification number (ATIN), or employer identification number (ElN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following. . Form 1 099-lNT (interest earned or paid) or Date > e Form 1099-DlV (dividends, including those from stocks or mutual funds) e Form 1099-MISC (various types of income, prizes, awards, or gross proceeds) . Form 1 099-8 (stock or mutual fund sales and certain other transactions by brokers) . Form 1 099-S (proceeds from real estate transactions) r Form 1 099-K (merchant card and third party network transactions) o Form 1098 (home modgage interest), 1098-E (student loan interest), 1098-T (tuition) . Form 1099-C (canceled debt) r Form 1099-A (acquisition or abandonment of secured property) Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TlN. lf you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding, later. 3 Check appropriate box for federal tax classification of the person whose name is entered on line 1 . Check only one of the following seven boxes. n lndividual/sole proprietor or E C Corporation El S Corporation n Partnership fl TrusVestate single-member LLC I t-imiteC liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) ] Note: Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check LLC if the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single-member LLC is disregarded from the owner should check the appropriate box for the tax classification of its owner Other (see apt. or nstructions.5 Address (number, street, ND AVE NE 6 City, state, and ZIP DINVILLE WA 98072 numbEr Part I adentification number I 1 2 1 8 4 1 9 3 Part ll Signature of U.S. person ) Cat. No. 10231X rorm W-9 1nev. 10-2018)