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.`''
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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.
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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.
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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
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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
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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
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...-Schedule =
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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
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