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HomeMy WebLinkAboutSCS Engineers Professional Service AgreementPROFESSIONAL SERVICES AGREEMENT This Agreement is made by and between Kittitas County (hereinafter "the County") and SCS Engineers (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 Ag reement shatt commence on Wl bl U*. and continue until completion of the project. Any party may terminate this Agieerhent 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), g (Taxes), 15 (Defense and lndemnity Agreement), 21 (PatenVCopyright lnfringement) and 24 (Confidentiality), are totally and fully part of this Agreement and have been mutually negotiated by the parties. Profess ion al Se rvices Agree ment (rev . 09 124 120 1 8) Page 1 of23 lN WITNESS WHEREOF, the parties have executed this Agreemen ttnis 1(day of Dnanha2022. APPROVED BOARD OF COUNTY COMMISSIONERS KI U WASHINGTON -)T,fXa^^*l* Signature of Signatory (Date 12t6t2022) Michelle P Leonard Print Name of Signatory Contractor Address SCS Engineers 2405 40th Ave, NE Suite 107 Bellevue, WA 98005 Project Contact: Tom Parker P rofess ion al Se rvices Ag reement (rev . 09 I 24 120 1 8) Page 2 of 23 By: Deputy Prosecutin g Attorney County's Address Kittitas County 205 West 5th Avenue, Suite 108 Ellensburg, WA 98926 Project Gontact: Patti Stacey ABSENT Vice-Chairman I' I 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 othennrise provided for in the Agreement. 2 Performan ce of Work: Contractor shall perform work in accordance with, and shall comply with, all of the provisions of this Agreement. All work shall comply with applicable codes and ordinances. 3. Schedule of Performance: Unless directed othenruise by the County, Contractor shall perform the work in accordance with any schedules made a part of this Agreement. 4. Definitions 4.1 "Additional Insureds" means the County, its successors and assigns, and the respective directors, officers, employees, agents and representatives of the County and its successors and assigns. "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. 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. 4.2 4.3 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 "8", by documentation of units of work actually performed and amounts earned, including where appropriate, the actual number of days worked each month, total number of hours for the month, and the total dollar payment requested. Unless specifically stated in Exhibit "B" or approved in writing in advance by the Kittitas County Board of Commissioners, the County will not reimburse the Contractor for any costs or expenses incurred by the Contractor in performance of this Agreement. Where required, the County shall, upon receipt of appropriate documentation, compensate the Contractor, no more often than monthly, through the County voucher system, for the Contractor's service pursuant to the fee schedule set forth in Exhibit "8". Professional Services Agreement (rev. 091241201 8) Page 3 of 23 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, indemnifiT 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 personal property to which the County does not hold title. The County is exempt from Federal Excise Tax. P rofess ion al Se rvices Ag ree ment (r ev . 09 124 120 1 8) Page 4 of 23 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. 1 1. Riqht to Review This contract is subject to review by any Federal or State auditor. The Coung 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. 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 P rofess ion al Se rvices Agree ment (r ev . 09 I 24 I 201 8) Page 5 of 23 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 after reasonable opportunity to cure 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 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 actualwork 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 & I itv Aoreement: The Contractor agrees to and shall defend (excepting claims under the professional liability policy where defense costs shall be treated as an element of damages), 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 personal or bodily injury, including death at any time resulting therefrom, sustained by any person or persons and on account of damage to property Profess ional Se rvices Ag ree ment (r ev . 09 124 I 201 8) Page 6 of 23 including loss of use thereof, to the extent 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, but specifically excluding 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. Withhold 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 otherwise adjudicated. 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 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. P rofess iona l Se rvices Ag ree ment (r ev . 09 1 24 120 1 8) PageT of23 20.3 20.4 20.5 20.6 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. 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. P rofess ional Se rvices Agree ment (r ev . 09 I 24 120 1 8) Page 8 of 23 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 allcosts 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, subject to payment of compensation to Contractor pursuant to this Agreement. 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 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 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. This provision shall not apply to information which: (1) has been published and is in the public domain, (2) has been provided to Contractor by third parties who have the legal right to possess and disclose the information, (3) was in the possession Profess ional Se rvices Ag ree ment (r ev . 09 124 I 20 1 8) Page 9 of 23 of Contractor prior to the disclosure of such information to Contractor by Count, or (4) is required by law or any governmental agency to be disclosed. 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 headof the department for whom services are rendered, and to the Kittitas County Commissioners, 205 Wsth 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 A party'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. Profess ion al Se rvices Agree ment (rev . 09 124 I 20 I 8) Page 10 of23 29. Survival: The provisions of paragraphs 7 ,9, 11, 13, 14, 15, 16, 17 , 18, 19, 20,21 ,22,23,24, 28,30, 31, and 32 shall survive, notwithstanding the termination or invalidity of this Agreement for any reason. 30 Nondiscrimination 30.1 The County is an equal opportunity employer 30.2 discrimination in Em ln the performance of this Agreement, the Contractorwill 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 shallensure 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 recruitmentadvertising, layoff ortermination, 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 fullcompliance with local, state and federal laws prohibiting discrimination in employment. 30.3 Nondiscrimination inServices 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 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 action as may be required to ensure full compliance with the provisions in the immediately preceding paragraphs herein. Profession al Se rvices Ag ree ment (r ev . 09 124 120 1 8) Page 11 of23 31. Prevailinq Waqe: Contractor shall pay the prevailing rate of wages to all workers, laborers, or mechanics employed in the performance of any part of the Work in accordance with RCW 39.12 and the rules and regulations of the Department of Labor and lndustries. The schedule of prevailing wages rates for the locality or localities of the Work is determined by the lndustrial Statistician of the Department of Labor and lndustries. lt is the Contractor's responsibility to verify the applicable prevailing wage rate. lt is understood that the Contractor is responsible for obtaining and completing all required government forms and submitting same to the proper authorities. Disputes regarding prevailing wage rates shall be referred for arbitration to the Director of the Department of Labor and lndustries. 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 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 civiljudgment 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. P rofess ion al Se rvices Agree ment (r ev . 09 124 I 20 1 8) Page 12 ol23 EXHIBIT "A" SCOPE OF WORK ln addition to providing all material and labor, the Contractor shall perform the following Task 1 - Project Management SCS will collaborate with the County's Project Manager (PM) to schedule meetings, monitor the status of active tasks, report progress, and identify the sequence of upcoming activities by County staff and the SCS Team (SCS and our subconsultants) SCS will prepare a project management plan to include communication procedures, file management system and procedures, quality assurance/quality control (OA/OC) procedures, a project baseline schedule, final scope of work and budget, identification of major project deliverables, and description of change management procedures. SCS will submit monthly invoices on a percentage complete basis, and project status reports documenting work completed during the invoicing period. SCS will conduct monthly "Project Status" calls with the County to discuss invoices and project status reports. Deliverables o Project Management Plan. o Monthly Status Reports and invoices (estimated 6 total). Task 1 Assumptions r Project Management Services for a 6-month period. r Monthly invoices, Status Reports, and check-in calls. r Monthly Status Reports - 1- page letter report. Task 2 - Review Existing Reports, Studies, Designs SCS will assemble and review existing data relevant to the project, gather additional data (e.g., site visits) as required, prepare existing data summaries, and identify areas requiring supplementary investigation. Anticipated work under this task includes: Review of material tonnage estimates (current and projected) and traffic vehicle volumes for each material type (MSW, green waste, recyclables, HHW, white goods, tires, C&D). Confirmation of overall site layout and location of all facilities. Review of Phase I construction as-built drawings, provided to the County Confirm owner requirements for the transfer vehicle weigh scale system and software (Paradigm) P rofessional Se rvices Ag ree ment (r ev . 09 124 I 20 1 8) Page 13 of23 a a a a Perform a site safety review in reference considering falls, tripping, pinch points, pedestrian traffic, visibility, vehicle traffic, and other hazards, as appropriate. Review all previously performed permitting and zoning reports and studies including the SEPA Environmental Checklist (WAC 197-11-960), Critical Areas Report and approval, City of Ellensburg Land Application and approval, Boundary and Topographic Survey, and the United States Army Corp of Engineers (USACE) Nationwide Permit (NWP) 39. ldentify specific requirements that must be included in the design to compile with permitting requirements (i.e. buffer setback areas). Review geotechnical reports and studies. Deliverablesr Existing lnformation Summary Task3-FieldWork 3.1 Surveying SCS's sub-consultant, Cruise & Associates (Cruise), will perform additional topographic surveying services needed for design phase services of this project. Field work is limited to providing new topographic mapping along the new access road, the new drainage diversion channel, areas disturbed during Phase I construction (soil stockpile areas), and invert elevations for existing stormwater culverts and sewer manholes. Cruise will amend the previously prepared topographic survey for the project. Deliverables. Amended Topographic map of the 38-acre parcel. 3.2 Geotechnical SCS's sub-consultant, HWA GeoSciences lnc., will conduct a geotechnical investigation that includes reviewing available data and performing a subsurface exploration program. The program will be designed to supplement the Phase I geotechnical program that included a number of shallow boreholes conducted along the site perimeter that were supplemented by test pits within the site interior. We propose to perform subsurface boreholes at all building locations (tipping building, scalehouse, Moderate Risk Waste (MRW building, and composting area)to determine subsurface conditions, soil bearing pressures, depth to groundwater, and depth to the subsurface cobble layer. Borehole locations will be finalized after the conceptual layout is finalized. Drilling will be conducted using sonic boring methods to eliminate the potential for shallow refusal on cobbles. During the field exploration program, HWA also proposes to measure groundwater elevations in the existing temporary piezometers to determine if depth to groundwater elevations have changed since the conceptual development. A geotechnical report will be prepared to summarize results of the field investigation, laboratory test results, and will include recommendations for building and retaining wall foundations, earthworks, and pavement design. HWA will also provide one round of plan review to verify the geotechnical recommendations are incorporated. Deliverableso Draft and Final Geotechnical lnvestigation Report. Task 3 Assumptions. Surveying - Field work limited to areas disturbed during Phase I Construction.r Complete one (1) boring to 50', four (4) borings to 2O'. Professional Se rvices Ag ree ment (r ev . 09 124 I 20 1 8) Page 14 of 23 a . Complete 3 CBR's, 50 moisture, 4 Atterberg Limits, 8 grain size,2 one-dimensional consolidation, and 8 bulk grain-size laboratory tests.o County to provide logs for test pits performed during initial phase. Task 4 - Conceptual Design - 30 Percent SCS will conduct an initial "kick-off" meeting with the County to discuss the project, review the project management plan, scope schedule, budget, and critical milestone dates. We will conduct a two (2) day facilitated chartering workshop with the County, attended by four (4) SCS Team members, to discuss and finalize design concepts. We will tailor this workshop to gain stakeholder approval for design optimizations of the following critical project components: e Development of up to 3 alternative layouts to optimize the site layout. Tipping building and composting area size based on projected waste quantities and future expansion needs. a Development of tipping building size and determination regarding enclosed or open structure. Building safety features such as transitions from ambient to indoor lighting, dust control, fire suppression, space use, and traffic circulation. Architectural code standards, permitting process needs, and schedule accelerating opportunities. a a Programming needs for the administration and scalehouse buildings Design of the HHW building that may consider relocating the existing HHW structure and components. Workshop design decisions will be documented and the SCS Team willdevelop a conceptual level set of design drawings (drawings) as well as a Class 3 level cost estimale (-2Oo/o, +30%). The proposed drawing list for the project is shown as Exhibit A and indicates our estimate of the number of drawings anticipated for submission during the various design phases. Deliverableso Workshop Agenda and Meeting Summary.o Conceptual Level Drawings - See Exhibit A for the Drawing List (est. 20 drawings).o Class 3 Cost Estimate (-2Oo/o/+3gyo]'.r Weekly Design Meeting Summary Emails (Est 4). Task 4 Assumptions. A2-day workshop in Ellensburg, attended by four (4) SCS Team members. A remote call-in with other members of the SCS Team a a a a Professional Se rvices Ag ree ment (rev . 09 124 120 1 8) Page 15 of23 Administration Building - assumption includes stick built or block construction (approximately 2,500 to 3,000 square foot [sf]). Scalehouse - assumption includes stick built or block construction (approximately 300 to 400 sf). Transfer Building - assumption includes pre-engineered Metal Building (PEMB), three sided, designed to allow for installation of doors in the future, approximately 30,000 sf, pushwalls, load-out port, drive through-trailer tunnel, odor misting system, 300 sf enclosed operators break area, sprinkler system required, no heating, ventilation, air conditioning (HVAC). Moderate Risk Waste - Assumption includes approximately 2,000 sf steel canopy. Compost area includes Aerated Static Pile Design to process approximately 3,000 to 4,000 tons per year of green waste material. a a a a Coordination with the City of Ellensburg to provide electrical service to the site. Weekly design coordination calls (1-hour each). Leadership in Energyand Environmental Design (LEED) not required. Fire flow test to be coordinated by the County. Existing water pressure will be adequate and a fire flow booster pump not required. Task 5 - Final Design - 90 Percent SCS will advance the design to the 90 percent complete level with a "check" set of drawings and specifications at the 60 percent completion level to allow concurrent reviews while the design progresses to the 90 percent level. At the 60 percent completion stage, we will initiate the Department of Ecolory permitting process and develop technical specifications for the project. SCS will conduct weekly design coordination meetings with the Project Team and County. A set of 60 percent (over the shoulder or check set) drawings, technical specifications, and Class 2 (- t5%, +2O%) level cost will be prepared. SCS will meet with the County to discuss comments which will be incorporated and the Project Team will proceed to developing a 90 percent set of drawings and specifications (Standard conditions and technical). A Class t (-!Oo/o, +t5o/o) level cost will be prepared at the 90 percent complete phase. Deliverablesr 60 percent Complete Drawings (check set) - See Exhibit A for the Drawing List (est. 54 drawings).o 60 percent Complete Technical Specifications.r Class 2 Cost Estimate (-tO%/+2O%).. 90 percent Complete Drawings-See Exhibit A for the Drawing List (est. 1-33 drawings).. 90 percent Complete Specifications (technical and standard conditions).o Class l Cost Estimate. (-tO%/+1-5%).o Weekly Design Coordination Meeting Summaries (est. 12). P rofessional Se rvices Ag reement (r ev . 09 I 24 I 20 I 8) Page 16 of23 a a a a a Task 5 Assumptions. City of Ellensburg Standard Utility Design and Specifications for water, sewer, and electrical systems. a Bid tabulation to include separate items grouped by: Civil/Utilities, Recycling Area, Administration Building, Transfer Building, Scalehouse and scales, Composting Area, MRW Building. Weekly design coordination calls (1-hour each)a Task 6 - Final Design - 100 Percent SCS will meet with the County to discuss their review comments and incorporate the City of Ellensburg Building and other agency review comments. A final 100 percent complete set of drawings and specifications will be prepared and submitted to the County for bidding. We will incorporate County standard conditions into the final specifications. Deliverables r 100 percent Complete Drawings - See Exhibit A for the Drawing List (est. 133 drawings).. 100 percent Complete Specifications (technical and standard conditions).o Class l Cost estimate (-too/o/+IO%). o Weekly Design Coordination Meeting Summaries (est. 5). Task 6 Assumptions o Weekly design coordination calls (1-hour each). Task 7 - Permitting. The SCS Team will complete the following permitting activities: Task 7,1 FAA Notification. Since the proposed facility is located within 6 miles of an airportthat serves turbine powered aircraft, FAA Advisory Circular 150/5200-33 (Hazardous Wildlife Attractants on or Near Airports) requirements must be followed. SCS will submit a notification to the FAA at the 60 percent complete phase. Task7.2 Department of Ecology Solid Waste Facility Permits. Per requirements of the WAC 173-350-040, WAC 773-350-220, WAC 173-350-310, WAC 173-350- 360 and WAC 173-35O-7!O, SCS will prepare solid waste permit applications for the Solid Waste Facility Project that address Transfer Station operations, compost facility operations, MRW facility operations, and other relevant solid waste operations. The permit application(s) will include a basis of design engineering report with plans and specifications, construction quality assurance plan, plan of operations, conceptual closure plan, and financial assurance requirements (as applicable). Task 7.3 City of Ellensburg Permits. SCS will conduct a pre-application meeting with the City of Ellensburg to discuss submittals needed to obtain building/other permits. A permit matrix will be developed outlining submittals needed, list of drawings, specifications, City forms, and calculations required. SCS will submit the 90 percent complete drawings and specifications to the City for review and comment. SCS will respond and incorporate City comments for prompt submission. Task 7.4 Air Permit for Compost Facility. SCS will prepare the Washington State Department of Ecologr (EcoloSi) air permit application for the compost facility and submit to Ecology's Central Regional Office/Agency. We will promptly respond and incorporate Ecolory comments. P rofession al Se rvices Ag reement (r ev . 09 124 I 20 1 8) Page17 of23 Task 7.5 NPDES Permitting. SCS will assist the County in obtaining coverage under Ecologr's Construction Stormwater General Permit. We will develop a Notice of lntent (NOl) application with supporting documentation, such as stormwater pollution prevention plans;spill prevention control and countermeasure (SPCC) plans (as required), BMPs for sediment, erosion, and pollution prevention control measures, etc. Task 7.6 Environmental Compliance Tracking. The County has completed substantial permitting efforts including SEPA checklist, JARP, and United States Army Corp of Engineers (USACE) Nationwide Permit (NWP) 39, etc. As a follow up to the aforementioned Task 2, SCS will assist the County in reviewing and complying with the permit conditions listed in active environmental permits and agency approvals during project design and construction phases. Deliverableso FAA Notification Letter.o Solid Waste Permit (Transfer Station, Composting, MRW).o Site Development Permit.o Air Quality Permit.o NPDES Permit. Task 7 Assumptionsr Address up to two (2) sets of comments for each document from regulatory agencies. Task B - Bidding Phase Services SCS will assist the County during the bidding phase (assuming 1 month) by conducting a pre-bid conference, responding to contractor questions, and preparing & issuing an addendum. SCS will review contractor bids and provide a Recommendation of Award letter. SCS assumes that the County will issue contract documents to interested contractors. Deliverableso Conduct and attend a Pre-Construction Conference - One (L)SCS Team member in attendance.o lssue Addendum.o Prepare Recommendation of Award letter. Task B Assumptionso One-month bid period.o County will issue bid documents to interested contractors.r Pre-bid conference will be conducted in Ellensburg at a location selected by the County.o County will present the contract award to the Board of County Commissioners (BOCC). Professional Se rvices Ag ree ment (r ev . 09 124 I 20 1 8) Page 18 of23 Professiona I Se rvices Ag ree ment (r ev . 09 124 120 1 8) Page 19 of23 EXHIBIT "B'' COMPENSATION As full compensation for satisfactory performance of the work, the County shall pay Contractor compensation not to exceed: Task 1 Project Management Task 2 Review Existing Reports Task 3 Field Work Task 4 30% Design Task 5 90% Design Task 6 100% Design Task 7 Permitting Task 8 Bidding Phase Total s43,738 S11,855 $92,584 5t44,t70 s349,163 S118,480 s81,254 s38.200 5879,444 Professional Se rvices Ag ree ment (r ev . 09 124 I 20 1 8) Page20 ol23 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 othennrise approved by the County. lf an insurer is not admitted, all insurance policies and procedures for issuing the insurance policies must comply with Chapter 48.15 RCW and284-15 WAC. The Contractor shall provide proof of insurance for: Commercial Gene Liabilitv lnsurance Coverage limits not less than:. $5,000,000 per occurrence. $1,000,000 per occurrence liquor liability. $1,000,000 products & completed operations aggregate. $1,000,000 personal and advertising injury, each offense. Certificate Holder - Kittitas County. The Certificate must name the County as additional insured. Sixty (60) days written notice to the County of cancellation of the insurance policy f] Commercial Automobile Liability 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. f Workers' Compensation P rofess ion al Se rvices Ag ree ment (r ev . 09 124 I 20 1 8) Page21 of23 Additional Coverage May Be Required: Workers'Compensation in amounts required by law 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. ! Professional Liability The Contractor and/or its Subcontractor and/or its consultant providing professional services shall provide evidence of Professional Liability lnsurance covering professionalerrors 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:o Contractor's operations related to this project; andioro Remediation, abatement, repair, maintenance or other work with lead-based paint or materials containing asbestos; and/orr Transportation of hazardous materials away from any site related to this project Such Pollution Liability policy shall provide the following minimum coverage:I $ per claimr $ annualaggregate X Propertv Damaqe 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:o $ per occurrence I Umbrella Coveraqe P rofession al Services Ag ree ment (rev . 09 I 24 1201 8) Page22 of 23 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.r 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 Certificate 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 Services Agreement (rev. 0912412018) Page23 of23