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HomeMy WebLinkAboutAgreements/Contracts - Development ServicesGENERAL AGREEMENT AND PROVISIONS OF CONTRACT FOR WHITE BLUFFS CONSULTING, LLC OVERVIEW This agreement is entered into on the full execution date indicated on the signature page by and between White Bluffs Consulting, LLC (White Bluffs Consulting), 189205 E. 36' Avenue, Kennewick, Washington 99337, and Grant County, hereinafter called "Client." This agreement is for the project to develop an updated Shoreline Master Program, consistent with the attached Scope of Services with budget and schedule. 1.0 GOVERNING LAW This agreement is entered into pursuant to and under the authority granted by the laws of the state of Washington and any applicable federal laws. The provision of this agreement shall be construed to conform to those laws. The Parties agree to comply with all applicable local, state, federal laws, orders, regulations and permits. Any action to enforce the terms of this agreement shall be in the Superior Court for Grant County. 2.0 GENERAL SCOPE OF SERVICES White Bluffs Consulting provides general planning, environmental review, local development regulations and permitting consulting services, undertakes and executes all assignments in accordance with presently accepted practices and grants no warranty, either express or implied, in respect to work performance. 3.0 PROFESSIONAL FEES Fees for services for all professional, technical and clerical personnel are based on the time expended on the project consistent with established hourly rates for White Bluffs Consulting and subconsultants. 4.0 REIMBURSABLE EXPENSES A. All charges for outside costs incurred as part of the work are computed on the basis of cost plus 10%. Examples of work-related costs are: 1. Fees and other charges of contractors or sub -consultants. 2. Transportation and subsistence expenses incurred for necessary out-of-town travel by personnel. 3. Shipping charges. 4. Communications. 5. Reproduction and duplicating services. 7. Computer service charges and program rentals. B. Other direct charges as applicable 5.0 SERVICES BY OTHERS On occasion, specialized services by other consultants or technical companies may be needed and will be utilized with the Client's approval. For this agreement, White Bluffs Consulting is expected to be utilizing subconsultant support from Anchor QEA and PKS Consulting. 6.0 INVOICES Invoices for services performed will be submitted regularly. Payment will be due within 30 days of date of invoice. Interest will be added monthly to accounts in arrears at a rate of 1 %. 7.0 TAXES Fees for services and charges for reimbursable expenses are exclusive of any taxes or similar assessments now or hereinafter imposed by any Federal, State, County or other competent taxing authority (other than taxes assessed on any profit of White Bluffs Consulting. Any such applicable assessments are inaddition Q amou_�s ot�iearvYe� t9 referred to herein.`'' v" v RIISTS4t16.Y1LY..MRT •i491Z9P.aCCw.w {RLtRAl1'ID%� 8.0 EARLY TERMINATION OF SERVICES The obligation to provide further services under this Agreement may be terminated by either party upon seven days' written notice in .the event of substantial failure by the other party to perform in accordance with the terms hereof through no fault of the terminating party. In the event of any termination, White Bluffs Consulting will be paid for all services rendered to the date of termination, all Reimbursable Expenses. 9.0. PUBLIC DOCUMENTS This contract and all public records associated with this Agreement shall be available to the County for inspection and copying by the public where required by the Public Records Act, Chapter 42.56 RCW` (the "Act"). To the extent that public records then in the custody of White Bluffs Consulting are needed for the County to respond to a request under the Act, as determined by the County, White Bluffs Consulting agrees to make them promptly available to the County. If White Bluffs Consulting considers any portion of any record provided to the County under this Agreement, whether in electronic or hard copy form, to be protected from disclosure under law, White Bluffs Consulting shall clearly identify any specific information that it claims to be confidential or proprietary. If the County receives a request under the Act to inspect or copy the information so identified by White Bluffs Consulting and the County determines that release of the information' is required by the Act or otherwise appropriate, the County's sole obligations shall be to notify White Bluffs Consulting (a) of the request and (b) of the date that such information will be released to the requester unless White Bluffs Consulting obtains a court order to enjoin that disclosure pursuant to RCW 42.56.540. If White Bluffs Consulting fails to timely obtain a court order enjoining disclosure, the County will release the requested information on the date specified. The County has, and by this section assumes, no obligation on behalf of White Bluffs Consulting to claim any exemption from disclosure under the Act. The County shall not be liable to White Bluffs Consulting for releasing records not clearly identified by White Bluffs Consulting as confidential or proprietary. The County shall not be liable to White Bluffs Consulting for any records that the County releases in compliance with this section or in compliance with an order of a court of competent jurisdiction. 10.0 FORCE MAJEURE Neither party shall be in breach of this Agreement or responsible for damages caused by delay or failure to perform in full or in part its obligations under this Agreement provided that there is due diligence in attempted performance under the circumstances and that such delay or failure is due to any circumstance which is substantially beyond the control of the party to be charged and which cannot be reasonably forecast or prevented. 11.0 INSURANCE White Bluffs Consulting shall procure by the time of execution of this Agreement, and maintain for the duration of this Agreement, (i) insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the services hereunder by White Bluffs Consulting, its agents, representatives, or employees, and (ii) a current certificate of insurance and additional insured endorsement when applicable. A. Commercial general liability insurance covering claims for injuries arising out of any negligent act or omission of White Bluffs Consulting or of any of its employees, agents, or subconsultants, with $1,000,000 per occurrence and $2,000,000 aggregate. B. Professional liability insurance of $1,000,000, per claim and $2,000,000 in the aggregate. C. Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage; D. Workers' Compensation: To meet applicable statutory requirements for workers' compensation coverage of the state or states of residency of the workers providing services under this Agreement; Self -Insured Retentions: Self-insured retentions must be declared to and approved by the County. 2 Other Provisions: a. Commercial General Liability policies must be endorsed to: i. Include the County, its officials, employees as additional insured, ii. Provide that such insurance shall be primary and non-contributory, as respects to any insurance or self-insurance maintained by the County. b. Contractor or its Insurance Agent/Broker shall notify the County of any cancellation, or reduction in coverage or limits, of any insurance within seven (7) days of receipt of insurers' notification to that effect. Verification of Coverage: Contractor shall furnish County with certificates of insurance required by this section. The certificates are to be received and approved by the County before work commences. The County reserves the right to require complete, certified copies of all required insurance policies at any time. Subcontractors: Contractor shall require subcontractors to provide coverage which complies with the requirements stated herein. 12.0 INDEPENDENT CAPACITY OF WHITE BLUFFS CONSULTING The parties agree that White Bluffs Consulting is a private contractor and White Bluffs Consulting nor any of its employees or persons working for White Bluffs Consulting, are not employees or agents of the County. White Bluffs Consulting nor any employees or persons working for White Bluffs Consulting, will not represent themselves as employees of the County and will not receive any benefits from the County. 13.0 NON-DISCRIMINATION The CLIENT is an equal opportunity employer. White Bluffs Consulting and any subcontractors agree to comply with the provisions of Title VI of the Civil Rights Act of 1964, and RCW 49.60, the state law against discrimination. 14.0 LIABILITY The Client agrees that any claims which it has or hereafter may have against White Bluffs Consulting, its directors, officers, employees, agents and representatives, in respect of the services provided by White Bluffs Consulting, howsoever arising, whether in contract or in tort, shall be absolutely limited to the amount of the professional liability insurance and any other liability insurance applicable to the Client's claim, which is carried by White Bluffs Consulting at the date such claim is made by the Client, including the deductible portion therein. If for any reason no such insurance shall be available or shall apply to the claim made by the Client then the liability of White Bluffs Consulting to the Client under this Agreement shall be absolutely limited to the fees billed by White Bluffs Consulting to the Client pursuant to this Agreement. The Client agrees that White Bluffs Consulting shall be liable hereunder only for such acts, omissions, events or circumstances against which White Bluffs Consulting is insured under the terms of the aforesaid insurance, and specifically but without limitation, White Bluffs Consulting shall not be liable to the Client for loss or damage suffered by the Client. In consideration of the employees of White Bluffs Consulting or of an associate or an affiliate of White Bluffs Consulting agreeing to work so as to provide the services anticipated by this Agreement, the Client agrees that it will make no claim against such employees or any of them, whether in contract or in tort, and the Client hereby acknowledges that White Bluffs Consulting has required this covenant and agreement from the Client as the agent and on the behalf of all such employees and with the authority of each of them. For the purpose of this section, the word "employee" includes a corporation with one employee only, and an individual, in both cases having a contractual relationship with White Bluffs Consulting of either employee of, or independent contractor with, White Bluffs Consulting. Subj ect to the first paragraph herein above, White Bluffs Consulting agrees to indemnify and hold harmless the Client from and against any and all legal liability directly resulting from any errors, omissions and negligent acts incidental to or arising out of the services performed pursuant to this Agreement by White Bluffs Consulting, its agents, employees and representatives. Attachment 1— Rate Schedule Attachment 2 - Scope of Services with budget and schedule Offered by: Ben Floyd June 3, 2022 date Accepted by: Signature 1--y-*Ie-r I {/.yam w {per- nce . -L- Printed name/title Grant County date BOARD OF COUNTY COMMISSIONERS GRANT COUNTY, WASHINGTON Danny .Stone, Chair ATTEST: Barbara r b. a rq f/ Clerk o t ar Approved as to form: Rebekah KaylorXSBA #53257 Civil Deputy Prosecuting Attorney le Af Date: Ob-im- 5�Wc'oe-Chair A Cindy Cart Member Attachment 1 White Bluffs Consulting, LLC Year 2022 Billing Rate Schedule Direct Personnel Expense JLabor) Reimbursable Expenses Rate Principal PM/Facilitator $190/hour Project Coordinator $80/hour Subcontractor Cost plus 10% Mileage Billed at the IRS mileage rate for privately -owned vehicles in effect at the time of travel All Other Reimbursable Expenses Cost plus 10% * Labor rates are subject to change. ATTACHMENT 2 SCOPE OF SERVICES AND BUDGET Grant County (the "County") has hired White Bluffs Consulting to assist with a limited review and update to the County and Cities of Grand Coulee, Electric City and Soap Lake Shoreline Master Programs (SMP). Project Understanding The County and cities intend to make limited amendments to the existing SMPs. The limited SMP amendments will be based upon the Scope of Work provided below. The tasks outlined in this Scope of Work will be completed by no later than June 30, 2023. Scope of Services and Deliverables Task 3: Public Participation Subtask 3.1 Public Participation Plan Development and Implementation Develop a Public Participation, Plan (PPP) in consultation with County and City staff that encourages public involvement during the amendment process consistent with WAC 173-26-090. The PPP will identify the following: Characterize opportunities for public input and engagement during the SMP review and amendment process, and how to stay informed. Identify a list of key stakeholders to engage in early and continuous participation in the SMP process. Identify public and Planning Commission workshops, County Commission and City Council meetings on the project timeline. Prepare draft outreach and informational documents as needed, public notices that inform the public of the limited SMP amendment, and seek their input and involvement, including coordination of notice for the public hearings and comment periods with Ecology pursuant to WAC 173-26-104. Public participation may include up to one public workshop per jurisdiction to solicit early public and agency comments during the drafting of the SMP amendment. The County will also develop and maintain an SMP Amendment website on behalf of the County and Cities to provide the public with information on the SMP amendment, meeting announcements, and a complete project library. Task 4: Develop Limited SMP Amendment and CA Code Updates Subtask 4.1 Review County's SMP and Ecology Checklist for Consistency Review the County's and cities' SMP (including goals, policies, and background data), chapter 90.58 RCW, and Ecology's SMP rules, and the most recent SMP checklist to determine if any amendments are needed to the SMPs to maintain compliance. Utilize Ecology's checklist to assist in this review and document what SMP changes are being made to address new statutory or regulatory changes. �r Determine if any new information or improved data is available since the last update that require amendments ,tot SMP. Conduct additional analysis as necessary. 1 � Grant County Coalition 2022-23 Shorelines Master Program Review/Update BL" � NiTE �' FS 4' C 0 N �p U L T 1 N tZ.� a ..s Subtask 4.2 Draft Revised SMP Goals, Policies and Regulations or Prepare Findings of Adequacy Draft proposed amendments and track recommended changes in the SMPs including: • Evaluate and amend/update Shoreline Analysis Report, Restoration Plan and Cumulative Impacts Analysis, if necessary, to ensure data is up to date and consistent with SMP including the critical areas in shoreline jurisdiction. • Update wetlands regulations • Update "uses" table, as applicable • Update the existing Grant County SMP user guide, as necessary • Draft proposed amendments to the SMP. Amendments to the SMP should incorporate any updates, corrections to typos and/or reorganization, as necessary, to make the regulations easy to navigate and apply. Subtask 4.3 Develop Draft State Environmental Policy Act Checklist White Bluffs Consulting will prepare draft.State Environmental Policy Act (SEPA) checklists for the County and each City in compliance with RCW 43.21 C. Subtask 4.4 Coordination with Ecology on SMP Amendment Assist County and City staff throughout the process to coordinate and consult with Ecology to provide them opportunities to review and provide comments on draft deliverables. White Bluffs Consulting team members will request and attend one meeting with Ecology Eastern Regional staff and County and City staff to discuss the proposed scope of the SMP amendments. The purpose of this meeting will be to coordinate with Ecology on the limited review process, identify any concerns or specific challenges arising from the proposed limited amendments, and to identify all documents, supporting materials, and processes required as part of the Ecology's review process. Subtask 4.5 Project Management Activities Manage project schedule, scope and provide information to the County for submitting quarterly progress reports and payment requests to Ecology through the EAGL system, and closeout report. Monthly billing of invoices and coordination with the County through regular meetings held during the review process. Support County in maintaining project documentation. Task 5 —Final Draft SMP or Findings of Adequacy Subtask 5.1 Present SMP Amendment to Ecology White Bluffs Consulting team members will request and attend one meeting with Ecology to present the SMP amendments and supporting materials. The purpose of the meeting will be to identify any concerns on the part of the State as to the consistency of the SMP amendment with state law or policy. White Bluffs Consulting, under the direction of County and City staff team members, will update the deliverables developed in Task 4 to address the concerns of the Ecology regional shoreline planner. Subtask 5.2 Support During Public Hearing White Bluffs Consulting will support and attend one public hearing per jurisdiction (4 total) to consider the proposed SMP amendments. White Bluffs Consulting will develop presentations on the proposed SMP amendments and the effects on shoreline development, shoreline ecological functions, and the science supporting the SMP amendments. White Bluffs Consulting team members will compile public comments made during the joint local/state public hearing for incorporation with written comments submitted during the public comment period. Subtask 5.3 Prepare Comment/Response Matrix White Bluffs Consulting will provide documentation of all public input received during the hearing and public comment period and responses will be developed as needed. The comments and responses will be complied in a 2 Grant County Coalition SITBLUFFS 2022-23 Shorelines Master* Program Review/Update F-1i c 0 N s u L T ! N G single document for review by the County and Cities prior to submittal to Ecology as part of the administrative record and per WAC 173-23-104 (2)(e) and (3). White Bluffs Consulting will compile comments received from Ecology and other agencies on behalf of the County and Cities during the joint public comment period and include them in the same comment/response matrix. Comments will be addressed in responses or updates to specific language in the SMP amendment or supporting documents. White Bluffs Consulting will work with the Ecology regional shoreline planner to anticipate and preemptively address, potential concerns of state agencies in order to minimize or eliminate work under this task. Subtask 5.4: Coordinate State Submittal and Local Adoption Technical and scientific support in communications with Ecology and other State agencies. Technical and scientific support during Planning Commission and County Commission and City Council deliberations. Prepare a summary responding to all comments received during the public comment period, at any public meeting/open house, the Planning Commission hearing, and any County Commission and City Council hearings, prior to adoption of the draft SMP. Subtask 5.5 Initial State Submittal White Bluffs Consulting will attend up to one meeting or hearing with the Grant County Commission and City Councils to present the proposed SMP amendment and comment/response matrix and answer any questions prior to the initial submittal to Ecology. White Bluffs Consulting will coordinate the submittal to Ecology for initial determination per WAC 173-26-104 (3). Subtask 5.6 Local Adoption Following Ecology's initial determination of concurrence, White Bluffs Consulting will support the County and Cities in the local adoption of the SMP amendment by resolutions or ordinances to be prepared by the County. Subtask 5.7 Final State Review and Approval Following local adoption, White Bluffs Consulting will prepare a complete submittal package of all required materials for the formal adoption and approval of the SMP amendments by Ecology. Deliverables The following deliverables will be submitted electronically in draft form for review and comment by County team members. Final versions will also be submitted electronically. • Draft and final Ecology coordination meeting notes. • Draft and final Public Participation Plan. • Draft and final statement of proposed changes to the Grant County and Cities SMPs (4) • Draft and final redline strikeout of the Grant County and Cities SMPs (4) • Draft and final SEPA checklists (4). • Draft and final comment/response matrix. • County review draft and public review draft SMP submittal checklists (4) The scope of work contained in this document is predicated upon the following provisions, assumptions, and conditions: The County may eliminate any task and associated contract hours/fees at any point throughout the contract period and will provide written notification of the task elimination to the consultant. 3 Grant County Coalition WHITE BLUFFS 2022-23 Shorelines Master Program Review/Update c o N s u L T, N G Consultants will be paid for any associated contract hours worked/fees incurred prior to notification of cancellation. • All work products, including records, files, documents, plans, computer disks, magnetic media or material which may be produced or modified by the consultant or sub -consultant while performing work shall belong to the County. Digital copies of any data collected by the consultant or subconsultants shall be provided to the County. • All consultant deliverables will be prepared in MS Word format. All spreadsheets and graphs will be prepared in MS Excel format. All maps and graphs shall be produced in color where appropriate. Digital copies of draft and final deliverables will be provided in both MS Word and PDF file formats requested by County staff. Digital versions shall include all graphics, tables and appendices in suitable form for publishing on the County website. • Unless otherwise agreed upon, the County is responsible for document reproduction and distribution of all review and final drafts. • The consultant will have primary responsibility for coordinating, reviewing, and editing information obtained from their team members to ensure that the individual sections of the work submitted are prepared as part of one cohesive framework and/or document consistent in style and content. Schedule and Budget 5.6 Local Adoption 5.7 Final State Review and Approval Total q. Grant County Coalition 2022-23 Shorelines Master Program Review/Updatej I N S U L T I N G $75,000 T:i WHITEE56LUFFS T k b T ...-Schedule = = B _ u a et 3.1: Public Participation Plan Development 3 Public Participation and Implementation May —Jun 2022 $10,000 4 Develop Limited 4.1: Review County's SMP and Ecology SMP Amendment Checklist for Consistency Technical Input and CA Code July — Feb 2023 $55,000 Updates 4.2: Draft Revised SMP Goals, Policies and Regulations or Prepare Findings of 4.3: Develop Draft SEPA Checklist 4.4 Coordination with Ecology 4.5: Project Management Activities 5.1 Present SMP Amendment to ECY Final Draft SMP or 5.2 Support During Public Hearing 5 Findings of Adequacy 5.3 Prepare Comment/Response Matrix 5.4 Coordinate State Submittal and Local $10,000 Adoption Jan — June 2023 5.5 Initial State Submittal 5.6 Local Adoption 5.7 Final State Review and Approval Total q. Grant County Coalition 2022-23 Shorelines Master Program Review/Updatej I N S U L T I N G $75,000 T:i WHITEE56LUFFS