HomeMy WebLinkAbout2022-09-26-minutes-ec-study-sessionKITTITAS COUNTY
EC STUDY SESSION MINUTES
BOCC CONFERENCE ROOM, 205 WEST 5TH ROOM 108 - ELLENSBURG
Regular Meeting
MONDAY 1 10:00 AM I Se tember 26 2022
Board members present: Chair Laura Osiadacz, Vice -Chair Cory Wright, Commissioner Brett
Wachsmith
Others: Kady Porterfield, Event Center Director; Lacie Dawson, Event Center Program
Manager
1. Call to Order: 10:01am
2. Citizen Comments (1 min. time limit): None
3. General Event and Rental Updates: There will be a Lumber Jack competition on Sunday
(10/2), it's a new event and KVEC staff are looking forward to seeing how it does.
Kady is looking at ways to balance Bloom winter bookings with keeping the ground quality
up in the arena. Kady is also working on the 4-H contract for next year and will likely change
the fee structure from a 70% discount to a 20% discount for club rides because of how much
it costs to run the tractor now.
4. Self Promoted Events Business
* Kittitas County Fair Updates: Fair went really well from an operations standpoint.
The grounds were great, and staff handled the schedule and setup well. The livestock sale
was another record setter this year. There were 187 animals sold in total. Half-price Monday
was a big hit and brought in lots of families. It will be promoted more in advance for next
year. We don't have all the admissions ticketing count information available yet, but the
carnival was up $80,000. There was more damage to the facilities this year than in the past
on the rodeo side (especially in restrooms), so currently working through some repairs. Kady
is meeting and working with the rodeo on the budget requests for 2023 in preparation for
their 100th year.
* Patriot Nights Under the Lights Updates
Kady is working on the artist lineup for next year. The lodging tax grant application has been
submitted for 2023. The event was in the black for 2022, which is great considering the
concert is only in its 3`d year.
2022-09-26 MINUTES
5. Special Projects
Armory Paving: The goal is to have the Armory paving project done by Thanksgiving. The
grant was for $250,000. The bid from Belsaas came in at $177,000, and $12-20,000 from
Public Works on the project plan design work. The Bloom is going out to bid next week with
a plan to start construction in 2023. Unfortunately, a lot of larger events will be lost due to
safety and the timing of the project.
6. Approve Professional Services Agreement with Belsaas & Smith for Armory Parking
Lot Paving Project: Commissioner Wright made a motion to approve the contract.
Commissioner Wachsmith seconded. Motion passes 3-0.
OTHER BUSINESS
Our Office manager Karey injured her Achilles tendon while completing a night drop and has
been out of the office since the last night of Fair. Roylene has stayed on after fair due to Karey's
injury to help cover the office and some of the extra duties.
At 10:22am, Chair Laura Osiadacz announced the Board would recess into Executive Session for
30 minutes to evaluate the qualifications of an applicant for public employment or to review the
performance of a public employee. However, subject to RCW 42.30.140(4), discussion by a
governing body of salaries, wages, and other conditions of employment to be generally applied
within the agency shall occur in a meeting open to the public, and when a governing body elects
to take final action hiring, setting the salary of an individual employee or class of employees, or
discharging or disciplining an employee, that action shall be taken in a meeting open to the
public. No action was anticipated.
At 10:52am, the Board reconvened out of Executive Session, no action was taken.
Meeting adjourned at: 10:54am
2022-09-26 MINUTES
KITTITAS COUNTY COMMISSIONERS
KITTITAS COUNTY, WASHINGTON
Laura Osiadacz, Chairman
KITTITAS VALL9Y
PROFESSIONAL SERVICES AGREEMENT
This Agreement is made by and between Kittitas County (hereinafter "the County") and
Belsaas & Smith (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 September 26, 2022 and continue
until completion of the project with set date of November 23, 2022. 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.
IN 1TNESS WHEREOF, the parties have executed this Agreement this (z' day
of r 2022.
Signature of Contractor Signatory
(Date'7-19- Zd zz)_
Print Name of Signatory
Professional Services Agreement
Page 1
Contractor Address:
Belsaas & Smith
PO Box 926
Ellensburg, WA 98926
Project Contact:
PD Schnebly
pdschnebly@belsmith.com
509-925-9747
Professional Services Agreement
Page 2
County's Address:
Kittitas Valley Event Center
901 E. 7th Avenue, Suite 1
Ellensburg, WA 98926
Project Contact:
Kady Porterfield
Director, Kittitas Valley Event Center
509-962-7675
GENERAL CONDITIONS
1. Scope of Contractor's Services:
Contractor agrees to provide to the County services and any materials set forth in the project
narrative identified in Exhibit "A" during the Agreement period. No material, labor, or facilities
will be furnished by the County, unless otherwise provided for in the Agreement.
2. Performance of Work:
Contractor shall perform work in accordance with, and shall comply with, all the provisions
of this Agreement. All work shall comply with applicable codes and ordinances.
3. Schedule of Performance:
Unless directed otherwise by the County, Contractor shall perform the work in accordance
with any schedules made a part of this Agreement.
4. Definitions:
4.1 "Additional Insured's" means the County, its successors, and assigns, and
the respective directors, officers, employees, agents and representatives of
the County and its successors and assigns.
4.2 "Support" means the following: Contractor's directors, officers, employees,
agents, and representatives; and sub -Contractors of any tier; the respective
directors, officers, employees, agents, and representatives of these sub -
Contractors of any tier; and any other person or entity acting under the
direction or control of, or on behalf of, Contractor or any Contractor's sub -
Contractors of any tier in connection with or incident to the performance of the
Work or this Agreement.
4.3 The "Work" means all 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 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
Page 3
6. Assignment and Subcontracting:
No portion of this Agreement may be assigned or subcontracted to any other individual, firm
or entity without the express and prior written approval of the County.
7. Independent Contractor:
The Contractor's services shall be furnished by the Contractor as an independent Contractor
and nothing herein contained shall be construed to create a relationship of employer-
employee or master -servant, but all payments made hereunder, and all services performed
shall be made and performed pursuant to this Agreement by the Contractor as an
independent Contractor.
The Contractor acknowledges that the entire compensation for this Agreement is specified
in Exhibit "B" and the Contractor is not entitled to any County benefits including, but not
limited to: vacation pay, holiday pay, sick leave pay, medical, dental, or other insurance
benefits, or any other rights or privileges afforded to Kittitas County employees.
Contractor will defend, indemnify, and hold harmless the County, its Additional Insured's,
officers, agents or employees from any loss or expense, including but not limited to
settlements, judgments, setoffs, attorneys' fees, or costs incurred by reason of claims or
demands because of breach of the provisions of this paragraph.
8. No Guarantee of Employment:
The performance of all or part of this Agreement by the Contractor shall not operate to vest
any employment rights whatsoever and shall not be deemed to guarantee any employment
of the Contractor or any employee of the Contractor or any sub -Contractor or any employee
of any sub -Contractor by the County at the present time or in the future.
9. Taxes:
The Contractor understands and acknowledges that the County will not withhold Federal or
State income taxes. Where required by State or Federal law, the Contractor authorizes the
County to make withholding for any taxes other than income taxes (i.e., Medicare). All
compensation received by the Contractor will be reported to the Internal Revenue Service
at the end of the calendar year in accordance with the applicable IRS regulations. It is the
responsibility of the Contractor to make the necessary estimated tax payments throughout
the year, if any, and the Contractor is solely liable for any tax obligation arising from the
Contractor's performance of this Agreement. The Contractor hereby agrees to indemnify the
County against any demand to pay taxes arising from the Contractor's failure to pay taxes
on compensation earned pursuant to this Agreement.
The County will pay sales and use taxes imposed on goods or services acquired hereunder
as required by law. The Contractor must pay all other taxes including, but not limited to:
Business and Occupation Tax, taxes based on the Contractor's gross or net income, or
personal property to which the County does not hold title. The County is exempt from
Federal Excise Tax.
Professional Services Agreement
Page 4
10. Regulations and Requirement:
This Agreement shall be subject to all laws, rules and regulations of the United States of
America, and State of Washington, and political subdivisions of the State of Washington,
and to any other provisions set forth herein or in the attached exhibits.
11. Right to Review:
This contract is subject to review by any Federal or State auditor. The County or its designee
shall have the right to review and monitor the financial and service components of this
program by whatever means are deemed expedient by the County. Such review may occur
with or without notice, and may include, but is not limited to, on-site inspection by County
agents or employees, inspection of all records or other materials which the County deems
pertinent to the Agreement and its performance, and any and all communications with or
evaluation by service recipients under this Agreement. The Contractor shall preserve and
maintain all financial records and records relating to the performance of work under this
Agreement for 6 years after contract termination, and shall make them available for such
review, within Kittitas County, State of Washington, upon request.
12. Modifications:
12.1 Either party may request changes in the Agreement. Any and all agreed
modifications shall be in writing, signed by each of the parties.
12.2 The County may, at any time, by written notice thereof to Contractor ("Change
Notice") makes changes in the Work within the general scope of this
Agreement, including, but not limited to: (a) changes in, revisions to,
substitutions for, additions to or deletions of any Work; (b) changes in
schedule; and (c) acceleration, deceleration or suspension of performance of
any Work.
12.3 If any change in the Work causes an increase or decrease on Contractor's
cost of, or the time required for, performance of the Work, an equitable
adjustment in the compensation to Contractor and in the schedule for the
performance of the Work shall be made to reflect such an increase or
decrease.
12.4 Notwithstanding any dispute or delay in arriving at a mutually acceptable
equitable adjustment, Contractor shall proceed in accordance with all Change
Notices. Contractor must, within thirty (30) days after receipt of any Change
Notice that does not set forth any acceptable adjustment, submit to the County
a written statement setting forth any adjustment claimed.
12.5 If any change results in a decrease in the Work performed, Contractor shall
be entitled to compensation associated with changing the Work, such as
Professional Services Agreement
Page 5
revising design already completed, revising calculations already performed,
and revising documents.
13. Termination for Default:
If the Contractor defaults by failing to perform any of the obligations of the Agreement or
becomes insolvent or is declared bankrupt or commits any act of bankruptcy or insolvency
or makes an assignment for the benefit of creditors, the County may, by depositing written
notice to the Contractor in the U.S. mail, postage prepaid, terminate the Agreement, and at
the County's option, obtain performance of the work elsewhere. If the Agreement is
terminated for default, the Contractor shall not be entitled to receive any further payments
under the Agreement until all work called for has been fully performed. Any extra cost or
damage to the County resulting from such default(s) shall be deducted from any money due
or coming due to the Contractor. The Contractor shall bear any extra expenses incurred by
the County in completing the work, and all damage sustained, or which may be sustained
by the County by reason of such default.
If a notice of termination for default has been issued and it is later determined for any reason
that the Contractor was not in default, the rights and obligations of the parties shall be the
same as if the notice of termination had been issued pursuant to the Termination for Public
Convenience paragraph hereof.
14. Termination for Public Convenience:
The County may terminate the Agreement in whole or in part whenever the County
determines, in its sole discretion that such termination is in the best interests of the County.
Whenever the Agreement is terminated in accordance with this paragraph, the Contractor
shall be entitled to payment for actual work performed at unit contract prices for completed
items of work. In the event of such termination, an equitable adjustment shall be made in
the compensation payable to Contractor.
An equitable adjustment in the contract price for partially completed items of work will be
made, but such adjustment shall not include provision for loss of anticipated profit on deleted
or uncompleted work. Termination of this Agreement by the County at any time during the
term, whether for default or convenience, shall not constitute a breach of contract by the
County.
15. Defense & Indemnity Agreement:
The Contractor agrees to and shall defend, indemnify and hold harmless the County, its
Additional Insured's, appointed and elective officers, agents and employees, from and
against all loss or expense, including but not limited to judgments, settlements, attorney's
fees and costs by reason of any and all claims and demands upon the County, its Additional
Insured's, its elected or appointed officials, agents, or employees for damages because of
personal or bodily injury, including death at any time resulting therefrom, sustained by any
person or persons and on account of damage to property including loss of use thereof,
whether such injury to persons or damage to property is due to the negligence of the
Professional Services Agreement
Page 6
Contractor, its sub -Contractors, its elected officers, employees or their agents, except only
such injury or damage as shall have been occasioned by the sole negligence of the County,
its Additional Insured's, appointed or elected officials, agents, or employees. It is further
provided that no liability shall attach to the County by reason of entering into this contract,
except as expressly provided herein.
16. Industrial Insurance Waiver:
With respect to the performance of this Agreement and as to claims against the County, its
Additional Insured's, officers, agents and employees, the Contractor expressly waives its
immunity under Title 51 of the Revised Code of Washington, the Industrial Insurance Act,
for injuries to its employees and agrees that the obligations to indemnify, defend and hold
harmless provided in this agreement extend to any claim brought by or on behalf of any
employee of the Contractor. This waiver is mutually negotiated by the parties to this
Agreement.
17. Venue and Choice of Law:
In the event that any litigation should arise concerning the construction or interpretation of
any of the terms of this Agreement, the venue of such action of litigation shall be in the
Superior Court of the State of Washington in and for the County of Kittitas. This Agreement
shall be governed by the law of the State of Washington.
18. Withholciinfg Payment:
In the event the Contractor has failed to perform any obligation to be performed by the
Contractor under this Agreement within the time set forth in this Agreement, then the County
may, upon written notice, withhold all monies due and payable to Contractor, without
penalty, until such failure to perform is cured or otherwise adjudicated.
19. Future Non -Allocation of Funds:
If sufficient funds are not appropriated or allocated for payment under this Agreement for
any future fiscal period, the County will not be obligated to make payments for services or
amounts incurred after the end of the current fiscal period. No penalty or expense shall
accrue to the County in the event this provision applies.
20. Contractor Commitments, Warranties and Representations:
The Contractor represents and warrants to the County as follows:
20.1 The Contractor is duly incorporated, validly existing and in good standing
under the laws of the State of Washington, and has all requisite corporate
power and authority to enter into and to perform its obligations under this
Agreement.
20.2 The Contractor has the authority to execute this Agreement, to make the
representations and warranties set forth in it and to perform the
obligations of the Contractor under this Agreement in accordance with its
terms.
Professional Services Agreement
Page 7
20.3 This Agreement has been validly executed by an authorized
representative of the Contractor and constitutes a valid and legally
binding and enforceable obligation of Contractor.
20.4 The Contractor has or will obtain prior to the commencement date such
licenses, permits and other authorizations from federal, state and other
governmental authorities, as are necessary for the performance of its
obligations under this Agreement.
20.5 The Contractor is not in violation of any applicable law, ordinance or
regulation the consequence of which will or may materially affect
Contractor's ability to perform its obligations under this Agreement. The
Contractor is not subject to any order or judgment of any court, tribunal or
governmental agency which materially and adversely affects its
operations or assets in the State of Washington, or its ability to perform
its obligations under this Agreement.
20.6 None of the representations or warranties in this Agreement, and none of
the documents, statements, certificates or schedules furnished or to be
furnished by Contractor pursuant hereto or in connection with the
performance of the obligations contemplated under this Agreement,
contains or will contain any untrue statement of a material fact or omits or
will omit to state a material fact necessary to make the statements of fact
contained therein not misleading.
21. PatentlCopvright Infringement:
Contractor will defend and indemnify the County from any claimed action, cause or demand
brought against the County; to the extent such action is based on the claim that information
supplied by the Contractor infringes any patent or copyright. The Contractor will pay those
costs and damages attributable to any such claims that are finally awarded against the
County in any action. Such defense and payments are conditioned upon the following:
21.1 Contractor shall be notified promptly in writing by County of any notice of such
claim.
21.2 Contractor shall have the right, hereunder, at its option and expense, to obtain
for the County the right to continue using the information, in the event such
claim of infringement is made, provided no reduction in performance or loss
results to the County.
22. Disputes:
22.1 General
Differences between the Contractor and the County, arising under and by
virtue of the Agreement Documents shall be brought to the attention of the
County at the earliest possible time in order that such matters may be settled
or other appropriate action promptly taken. Except for such objections as are
made of record in the manner hereinafter specified and within the time limits
stated, the records, orders, instructions, and decisions of the Kittitas County
Commissioners shall be final and conclusive.
Professional Services Agreement
Page 8
22.2 Notice of Potential Claims
The Contractor shall not be entitled to additional compensation which
otherwise may be payable, or to extension of time for (1) any act or failure to
act by the County, or (2) the happening of any event or occurrence, unless
the Contractor has given the County a written Notice of Potential Claim within
ten (10) days of the commencement of the act, failure, or event giving rise to
the claim, and before final payment by the County. The written Notice of
Potential Claim shall set forth the reasons for which the Contractor believes
additional compensation or extension of time is due, the nature of the cost
involved, and insofar as possible, the amount of the potential claim. Contractor
shall keep full and complete daily records of the work performed, labor and
material used, and all costs and additional time claimed to be additional.
22.3. Detailed Claim
The Contractor shall not be entitled to claim any such additional
compensation, or extension of time, unless within thirty (30) days of the
completion of the portion of the work from which the claim arose, and before
final payment by the County, the Contractor has given the County a detailed
written statement of each element of cost or other compensation requested
and of all elements of additional time required, and copies of any supporting
documents evidencing the amount or extension of time claimed to be due.
23. Ownership of Items Produced.
All writings, programs, data, public records or other materials prepared by the Contractor
and/or its consultants or sub -Contractors, in connection with performance of this Agreement
shall be the sole and absolute property of the County.
24. Confidentiality:
The Contractor, its employees, sub -Contractors, and their employees shall maintain the
confidentiality of all information provided by the County or acquired by the Contractor in
performance of this Agreement, except upon the prior written consent of the Kittitas County
Prosecuting Attorney or an order entered by a court after having acquired jurisdiction over
the County. Contractor shall immediately give to the County notice of any judicial
proceedings seeking disclosure of such information. Contractor shall indemnify and hold
harmless the County, its Additional Insured's, officials, agents or employees from all loss or
expense, including, but not limited to settlements, judgments, setoffs, attorneys' fees and
costs resulting from Contractor's breach of this provision.
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.
Professional Services Agreement
Page 9
25. Notice:
Except as set forth elsewhere in the Agreement, for all purposes under this Agreement,
except service of process, notice shall be given by the Contractor to the department head
of the department for whom services are rendered, and to the Kittitas County
Commissioners, 205 W 5th Ave, Suite 108, Ellensburg, WA 98926. Notice to the Contractor
for all purposes under this Agreement shall be given to the address reflected on the
signature page. Notice may be given by delivery or by depositing in the U.S. Mail, first class,
postage prepaid.
26. Severability:
If any term or condition of this Agreement or the application thereof to any person(s) or
circumstances is held invalid, such invalidity shall not affect other terms, conditions or
applications which can be given effect without the invalid term, condition or application. To
this end, the terms and conditions of this Agreement are declared severable.
27. Miscellaneous:
27.1 The County's failure or delay to insist upon strict performance of any of the
provisions of this Agreement or to exercise any rights or remedies under this
Agreement shall not be construed as a waiver or relinquishment to any extent
of its right to assert or rely upon any such provisions, rights or 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.
Professional Services Agreement
Page 10
29. Survival:
The provisions of paragraphs 7, 9, 11, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 28, 30,
and 31, 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
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
Professional Services Agreement
Page 11
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.
Contractor must verify they have received training on prevailing wage and public works
requirements or that they are exempt. Contractor must confirm with the Department of
Labor and Industries that they are included on the exemption list. Contractor must also
verify responsibility criteria for each first-tier subcontractor, and a subcontractor of any
tier that hires other subcontractors must verify responsibility criteria for each of its
subcontractors. Verification shall include that each subcontractor, at the time of
subcontract execution, meets the responsibility criteria listed in RCW 39.04.350(1) and
possesses an electrical contractor license, if required by chapter 19.28 RCW, or an
elevator contractor license, if required by chapter 70.87 RCW. This verification
requirement, as well as the responsibility criteria, must be included in every public works
contract and subcontract of every tier.
Disputes regarding prevailing wage rates shall be referred for arbitration to the Director
of the Department of Labor and Industries. The arbitration decision shall be final and
conclusive and binding on all parties involved in the dispute as provided for by RCW
39.12.060.
32. Debarment Certification:
The Contractor certifies that it:
32.1 Is not presently debarred, suspended, proposed for debarment, declared
ineligible or voluntarily excluded from covered transactions by any Federal
department or agency.
32.2 Has not within a three-year period preceding the execution of this contract
with Kittitas County, been convicted of or had a civil judgment rendered
against them for commission of fraud or a criminal offense in connection
with obtaining, attempting to obtain, or performing a public or private
agreement or transaction, violation of Federal or State antitrust statutes or
commission of embezzlement, theft, forgery, bribery, falsification or
destruction of records, making false statements, tax evasion, receiving
stolen property, making false claims, or obstruction of justice.
32.3 Is not presently indicted for or otherwise criminally or civilly charged by a
governmental entity (Federal, State, or local) with commission of any of
the offenses enumerated in paragraph 32.2 of this section.
32.4 Has not within a three-year period preceding the preceding the execution
of this contract with Kittitas County had one or more public transactions
(Federal, State, or local) terminated for cause of default.
Professional Services Agreement
Page 12
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SCOPE OF WORK
The Contractor will fully complete the scope of work as outlined in the project plans
attached herein as Attachment A.
The Contractor shall not deviate from this scope of work without a change order
approved in writing by the Event Center Director. Additional services provided by the
Contractor including, but not limited to, costly repairs or connection services, are not
contemplated by this agreement and the County assumes no responsibility for such
work.
EXHIBIT "B"
COMPENSATION
As full compensation for satisfactory performance of the work, the County shall provide the
following to the Contractor: $177,700 plus WA State Sales Tax (8.4%), as shown in the bid
proposal included as Attachment B.
Contractor will supply an invoice at completion of the project to the County, along with a
current W-9 form. Invoice must be made out to: Kittitas Valley Event Center, 901 E 7th Ave,
Suite 1, Ellensburg, WA 98926. The County will pay the Contractor by check through the
Kittitas County Auditor's Office within 30 days of receiving the invoice.
Unforeseen additional expenses shall require a written change order and must be approved
in writing by the Event Center Director before such work commences.
EXHIBIT "C"
PROOF OF INSURANCE
The Contractor shall secure and maintain in effect at all times during performance of the
Work such insurance as will protect Contractor, its Support and the Additional Insured's
from all claims, losses, harm, costs, liabilities, damages and expenses arising out of
personal injury (including death) or property damage that may result from performance of
Professional Services Agreement
Page 13
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:
1) Commercial General Liability Insurance.
Coverage limits not less than:
• $1,000,000 per occurrence per project
■ $2,000,000 general aggregate
■ $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 as
defined in the Agreement
Sixty (60) days written notice to the County of cancellation
of the insurance policy.
2) 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.
3) Commercial Automobile Liability Insurance.
■ Automobile Liability for owned, non -owned, hired, and leased
vehicles, with an MCS 90 endorsement and a CA 9946
endorsement 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.
4) Excess or Umbrella Liability.
■ The Contractor shall provide Excess or Umbrella Liability coverage
at limits of $5,000,000 per occurrence and annual aggregate. This
Excess or Umbrella Liability coverage shall apply, at a minimum, to
both the Commercial General and Auto Insurance policy coverage.
Professional Services Agreement
Page 14
This requirement may be satisfied instead through the Contractor's
primary Commercial General and Automobile Liability coverage, or
any combination thereof.
5) Workers' Compensation.
■ Workers' Compensation in amounts required by law.
6) 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:
• $2,000,000 each loss and
• $5,000,000 annual aggregate
Contractor shall furnish the County a Certificate of Insurance with Endorsement as
evidence that policies providing insurance required by this Agreement are in full force and
effect. 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
Endorsement, properly completed and in the amount required, is attached hereto.
Professional Services Agreement
Page 15
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CBE�s P.O. BOX 926 / 103 EAST 4TH AVE, SUITE 209
ELLENSBURG, WA 98926
509-925-9747 FAX: 509-962-3031
H-pdschnebly@belsmith.com
September 9, 2022
BID PROPOSAL
WNER: Kittitas County ,
PROJECT: Armory Parking Lot, Bid date 9-9-22
LOCATION: Ellensburg, WA
SCOPE OF WORK: All civil work as described herein and as shown in the plans provided dated 8/2/2022.
Limited to: Demolition of existing asphalt as shown: Excavation and disposal of material to subgrade
elevations desired to achieve cross slope for storm water drainage of parking lots #1 and #2: Excavation,
disposal, and placement of filter fabric and washed rock for infiltration trench and modification of the city
infiltration gallery: Cutting in new curb inlet as shown: Placement and compaction of .75' of crushed
surfacing base course on lots #1 and #2: Placement and compaction of .25' of HMA cl lh" on lots #1 and #2.
Placement of .17' of topsoil adjacent to the infiltration trench in lot #2: Standard grass seed placed on topsoil.
Striping of ADA parking stalls per striping plan: Site work limited to the boundaries shown on the Site Plan
sheet SP -01: Any work done outside of those boundaries except modification of the city infiltration gallery
and curb inlet will change the scope and be considered change order work.
BASE BID - CGEN_ERAL EARTHWf}RI -
TOTAL: $ 177,700.00 +WSST
EXCLUSIONS.
1. WA State Sales Tax
2. Survey
3. Compaction or Geological Testing
4. Irrigation system or maintenance of seeding
S. Unsuitable material excavation
6. Rock excavation
NOTE: Insurance, bonding, payment and other requirements will be equal to that required in the specifications
or Owner provided contract. Our standard agreement states: All material is guaranteed to be as specified. All work to be
completed in a workmanlike manner according to standard practices. Any alteration or deviation from above specifications involving extra
costs will be executed only upon written orders, and will become an extra charge over and above the estimate. All agreements contingent
upon strikes, accidents or delays beyond our control. Owner to carry fire, tornado and other necessary insurance. Our workers are fully
covered by Workmen's Compensation Insurance. Owner agrees to pay a finance charge of 1% per month (12% A.P.R) on past dues billings
and to pay reasonable attorney's fees and costs in the event suit is instituted to collect amounts owing. The venue of such action will be in
Kittitas County, Washington.
Authorized Signature:
Note: This proposal may be withdrawn by us if not accepted within 30 days.
Page 1 of 2
ACCEPTANCE OF PROPOSAL: The above prices, specifications and conditions are satisfactory and are hereby
accepted. You are authorized to do the work as specified. Payment will be made as outlined above. I
acknowledge the following:
The Contractor, BELSAAS & SMITH CONSTRUCTION, INC., is registered with the State of Washington, registration number
BELSASC0330H, as a general contractor and has posted with the state a bond of $12,000 for the purpose of satisfying claims
against the contractor for negligent or improper work or breach of contract in the conduct of the contractor's business.
This bond may not be sufficient to cover a claim which might arise from the work done under your contract
If any supplier of materials used in your construction project or any employee of the contractor or subcontractor is not paid by
the contractor or subcontractor on your job, your property may be liened to force payment
If you wish additional protection, you may request the contractor to provide you with original "lien release' documents from
each supplier or subcontractor on your project. The contractor is required to provide you with further information about lien
release documents if you request it. General information is also available from the Dept. of Labor & Industries.
Date of Acceptance: Owner S i
Contractor Signature:
Page 2 of 2