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HomeMy WebLinkAboutCAG2021-025 - Original - Theresa Dusek Consulting - On-Call Critical Area Review Services - 01/26/2021ApprovalOriginator:Department: Date Sent:Date Required: Authorized to Sign: Director or Designee Mayor Date of Council Approval: Grant? Yes No Type:Review/Signatures/RoutingDate Received by City Attorney: Comments: Date Routed to the Mayor’s Office: Date Routed to the City Clerk’s Office:Agreement InformationVendor Name:Category: Vendor Number:Sub-Category: Project Name: Project Details: Agreement Amount: Start Date: Basis for Selection of Contractor: Termination Date: Local Business? Yes No* Business License Verification: Yes In-Process Exempt (KCC 5.01.045) If meets requirements per KCC 3.70.100, please complete “Vendor Purchase-Local Exceptions” form on Cityspace. Notice required prior to disclosure? Yes No Contract Number: Agreement Routing Form For Approvals, Signatures and Records Management This form combines & replaces the Request for Mayor’s Signature and Contract Cover Sheet forms. (Print on pink or cherry colored paper) Visit Documents.KentWA.gov to obtain copies of all agreementsadccW22373_1_20 Budget Account Number: Budget? Yes No Dir Asst: Sup/Mgr: Dir/Dep: rev. 200821 FOR CITY OF KENT OFFICIAL USE ONLY (Optional) * Memo to Mayor must be attached CAG2021-025 CONTRACT AGREEMENT 4011111 �0�. KENT CONSULTANT SERVICES AGREEMENT between the City of Kent and Theresa Dusek Consulting THIS AGREEMENT is made between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and Theresa Dusek Consulting organized under the laws of the State of Washington, located and doing business at 128 Rainbow Lane, Packwood, Washington 98361, (253) 861- 3355 (hereinafter the "Consultant"). I. DESCRIPTION OF WORK. The Consultant shall perform the following services for the City in accordance with the following described plans and/or specifications: Wetland verification consulting in accordance with the scope of work attached and incorporated as Exhibit A. The Consultant further represents that the services furnished under this Agreement will be performed in accordance with generally accepted professional practices within the Puget Sound region in effect at the time those services are performed. II. TIME OF COMPLETION. The parties agree that work will begin on the tasks described in Section I above immediately upon the effective date of this Agreement. The Consultant shall complete the work described in Section I by December 31, 2021. III. COMPENSATION. A. The City shall pay the Consultant, based on time and materials, an amount not to exceed sixty thousand dollars ($60,000) for the services described in this Agreement. This is the maximum amount to be paid under this Agreement for the work described in Section I above, and shall not be exceeded without the prior written authorization of the City in the form of a negotiated and executed amendment to this agreement. The Consultant agrees that the hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for a period of one (1) year from the effective date of this Agreement. The Consultant's billing rates shall be as delineated in Exhibit A. B. The Consultant shall submit monthly payment invoices to the City for work performed, and a final bill upon completion of all services described in this Agreement. The City shall provide payment within forty-five (45) days of receipt of an invoice. If the City objects to all or any portion of an invoice, it shall notify the Consultant and reserves the option to only pay that portion of the invoice not in dispute. In that event, the parties will immediately make every effort to settle the disputed portion. C. Card Payment Program. The Consultant may elect to participate in automated credit card payments provided for by the City and its financial institution. This Program is provided as an alternative to payment by check and is available for the convenience of the Consultant. If the Consultant voluntarily participates in this Program, the Consultant will be solely responsible CONSULTANT SERVICES AGREEMENT - (Over $20,000) for any fees imposed by financial institutions or credit card companies. The Consultant shall not charge those fees back to the City. IV. INDEPENDENT CONTRACTOR. The parties intend that an Independent Contractor - Employer Relationship will be created by this Agreement. By their execution of this Agreement, and in accordance with Ch. 51.08 RCW, the parties make the following representations: A. The Consultant has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. B. The Consultant maintains and pays for its own place of business from which the Consultant's services under this Agreement will be performed. C. The Consultant has an established and independent business that is eligible for a business deduction for federal income tax purposes that existed before the City retained the Consultant's services, or the Consultant is engaged in an independently established trade, occupation, profession, or business of the same nature as that involved under this Agreement. D. The Consultant is responsible for filing as they become due all necessary tax documents with appropriate federal and state agencies, including the Internal Revenue Service and the state Department of Revenue. E. The Consultant has registered its business and established an account with the state Department of Revenue and other state agencies as may be required by the Consultant's business and has obtained a Unified Business Identifier (UBI) number from the State of Washington. F. The Consultant maintains a set of books dedicated to the expenses and earnings of its business. V. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days written notice at its address set forth on the signature block of this Agreement. After termination, the City may take possession of all records and data within the Consultant's possession pertaining to this project, which may be used by the City without restriction. If the City's use of the Consultant's records or data is not related to this project, it shall be without liability or legal exposure to the Consultant. VI. FORCE MA]EURE. Neither party shall be liable to the other for breach due to delay or failure in performance resulting from acts of God, acts of war or of the public enemy, riots, pandemic, fire, flood, or other natural disaster or acts of government ('force majeure event"). Performance that is prevented or delayed due to a force majeure event shall not result in liability to the delayed party. Both parties represent to the other that at the time of signing this Agreement, they are able to perform as required and their performance will not be prevented, hindered, or delayed by the current COVID-19 pandemic, any existing state or national declarations of emergency, or any current social distancing restrictions or personal protective equipment requirements that may be required under federal, state, or local law in response to the current pandemic. If any future performance is prevented or delayed by a force majeure event, the party whose performance is prevented or delayed shall promptly notify the other party of the existence and nature of the force majeure event causing the prevention or delay in performance. Any excuse from liability shall be effective only to the extent and duration of the force majeure event causing the prevention or delay in performance and, provided, that the party prevented or delayed has not caused such event to occur and continues to use diligent, good faith efforts to avoid the effects of such event and to perform the obligation. Notwithstanding other provisions of this section, the Consultant shall not be entitled to, and the City shall not be liable for, the payment of any part of the contract price during a force majeure event, or any costs, losses, expenses, damages, or delay costs incurred by the Consultant due to a force majeure event. CONSULTANT SERVICES AGREEMENT - 2 (Over $20, 000) Performance that is more costly due to a force majeure event is not included within the scope of this Force Majeure provision. If a force majeure event occurs, the City may direct the Consultant to restart any work or performance that may have ceased, to change the work, or to take other action to secure the work or the project site during the force majeure event. The cost to restart, change, or secure the work or project site arising from a direction by the City under this clause will be dealt with as a change order, except to the extent that the loss or damage has been caused or exacerbated by the failure of the Consultant to fulfill its obligations under this Agreement. Except as expressly contemplated by this section, all other costs will be borne by the Consultant. VII. DISCRIMINATION. In the hiring of employees for the performance of work under this Agreement or any subcontract, the Consultant, its subcontractors, or any person acting on behalf of the Consultant or subcontractor shall not, by reason of race, religion, color, sex, age, sexual orientation, national origin, or the presence of any sensory, mental, or physical disability, discriminate against any person who is qualified and available to perform the work to which the employment relates. The Consultant shall execute the attached City of Kent Equal Employment Opportunity Policy Declaration, Comply with City Administrative Policy 1.2, and upon completion of the contract work, file the attached Compliance Statement. VIII. INDEMNIFICATION. The Consultant shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the Consultant's performance of this Agreement, except for that portion of the injuries and damages caused by the City's negligence. The City's inspection or acceptance of any of the Consultant's work when completed shall not be grounds to avoid any of these covenants of indemnification. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant and the City, its officers, officials, employees, agents and volunteers, the Consultant's duty to defend, indemnify, and hold the City harmless, and the Consultant's liability accruing from that obligation shall be only to the extent of the Consultant's negligence. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. In the event the Consultant refuses tender of defense in any suit or any claim, if that tender was made pursuant to this indemnification clause, and if that refusal is subsequently determined by a court having jurisdiction (or other agreed tribunal) to have been a wrongful refusal on the Consultant's part, then the Consultant shall pay all the City's costs for defense, including all reasonable expert witness fees and reasonable attorneys' fees, plus the City's legal costs and fees incurred because there was a wrongful refusal on the Consultant's part. The provisions of this section shall survive the expiration or termination of this Agreement. IX. INSURANCE. The Consultant shall procure and maintain for the duration of the Agreement, insurance of the types and in the amounts described in Exhibit B attached and incorporated by this reference. X. EXCHANGE OF INFORMATION. The City will provide its best efforts to provide reasonable accuracy of any information supplied by it to the Consultant for the purpose of completion of the work under this Agreement. XI. OWNERSHIP AND USE OF RECORDS AND DOCUMENTS. Original documents, drawings, designs, reports, or any other records developed or created under this Agreement shall belong to and CONSULTANT SERVICES AGREEMENT - 3 (Over $20, 000) become the property of the City. All records submitted by the City to the Consultant will be safeguarded by the Consultant. The Consultant shall make such data, documents, and files available to the City upon the City's request. The Consultant acknowledges that the City is a public agency subject to the Public Records Act codified in Chapter 42.56 of the Revised Code of Washington. As such, the Consultant agrees to cooperate fully with the City in satisfying the City's duties and obligations under the Public Records Act. The City's use or reuse of any of the documents, data, and files created by the Consultant for this project by anyone other than the Consultant on any other project shall be without liability or legal exposure to the Consultant. XII. CITY'S RIGHT OF INSPECTION. Even though the Consultant is an independent contractor with the authority to control and direct the performance and details of the work authorized under this Agreement, the work must meet the approval of the City and shall be subject to the City's general right of inspection to secure satisfactory completion. XIII. WORK PERFORMED AT CONSULTANT'S RISK. The Consultant shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the contract work and shall utilize all protection necessary for that purpose. All work shall be done at the Consultant's own risk, and the Consultant shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. XIV. MISCELLANEOUS PROVISIONS. A. Recyclable Materials. Pursuant to Chapter 3.80 of the Kent City Code, the City requires its contractors and consultants to use recycled and recyclable products whenever practicable. A price preference may be available for any designated recycled product. B. Non -Waiver of Breach. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. C. Resolution of Disputes and Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. If the parties are unable to settle any dispute, difference or claim arising from the parties' performance of this Agreement, the exclusive means of resolving that dispute, difference or claim, shall only be by filing suit exclusively under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative dispute resolution process. In any claim or lawsuit for damages arising from the parties' performance of this Agreement, each party shall pay all its legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, nothing in this paragraph shall be construed to limit the City's right to indemnification under Section VIII of this Agreement. D. Written Notice. All communications regarding this Agreement shall be sent to the parties at the addresses listed on the signature page of the Agreement, unless notified to the contrary. Any written notice hereunder shall become effective three (3) business days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. E. Assignment. Any assignment of this Agreement by either party without the written consent of the non -assigning party shall be void. If the non -assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. F. Modification. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of the City and the Consultant. CONSULTANT SERVICES AGREEMENT - 4 (Over $20, 000) G. Entire Agreement. The written provisions and terms of this Agreement, together with any Exhibits attached hereto, shall supersede all prior verbal statements of any officer or other representative of the City, and such statements shall not be effective or be construed as entering into or forming a part of or altering in any manner this Agreement. All of the above documents are hereby made a part of this Agreement. However, should any language in any of the Exhibits to this Agreement conflict with any language contained in this Agreement, the terms of this Agreement shall prevail. H. Compliance with Laws. The Consultant agrees to comply with all federal, state, and municipal laws, rules, and regulations that are now effective or in the future become applicable to the Consultant's business, equipment, and personnel engaged in operations covered by this Agreement or accruing out of the performance of those operations. I. Public Records Act. The Consultant acknowledges that the City is a public agency subject to the Public Records Act codified in Chapter 42.56 of the Revised Code of Washington and documents, notes, emails, and other records prepared or gathered by the Consultant in its performance of this Agreement may be subject to public review and disclosure, even if those records are not produced to or possessed by the City of Kent. As such, the Consultant agrees to cooperate fully with the City in satisfying the City's duties and obligations under the Public Records Act. J. City Business License Required. Prior to commencing the tasks described in Section I, Contractor agrees to provide proof of a current city of Kent business license pursuant to Chapter 5.01 of the Kent City Code. K. Counterparts and Signatures by Fax or Email. This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. Further, upon executing this Agreement, either party may deliver the signature page to the other by fax or email and that signature shall have the same force and effect as if the Agreement bearing the original signature was received in person. IN WITNESS, the parties below execute this Agreement, which shall become effective on the last date entered below. All acts consistent with the authority of this Agreement and prior to its effective date are ratified and affirmed, and the terms of the Agreement shall be deemed to have applied. CONSULTANT SERVICES AGREEMENT - 5 (Over $20,000) CONSULTANT: By:1ILISML-01- KWt- v (signature) Print Name: T1NtI-e-S A- & b uSe-W- Its V� 0'tr (title) DATE: Tarn 10, ao �L NOTICES TO BE SENT TO: CONSULTANT: Theresa R. Dusek Theresa Dusek Consulting 128 Rainbow Lane Packwood, WA 98361 (253) 861- 3355 (telephone) Theresadusek@hotmail.com (email) [In this field, you may enter the electronic fllepath where the contract has been saved] CITY OF KENT: By: (signature) Print Name: Dana Ralph Its Mayor DATE: NOTICES TO BE SENT TO: CITY OF KENT: Erin George City of Kent 220 Fourth Avenue South Kent, WA 98032 (253) 856-5454 (telephone) EGeorge Kentwa.gov (email) APPRO S TO F RM: Ke Law Departure t ATTEST: L;t ISIZYu7,4 Kent City Clerk CONSULTANT SERVICES AGREEMENT - 6 (Over $20,000) DECLARATION CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY POLICY The City of Kent is committed to conform to Federal and State laws regarding equal opportunity. As such all contractors, subcontractors and suppliers who perform work with relation to this Agreement shall comply with the regulations of the City's equal employment opportunity policies. The following questions specifically identify the requirements the City deems necessary for any contractor, subcontractor or supplier on this specific Agreement to adhere to. An affirmative response is required on all of the following questions for this Agreement to be valid and binding. If any contractor, subcontractor or supplier willfully misrepresents themselves with regard to the directives outlines, it will be considered a breach of contract and it will be at the City's sole determination regarding suspension or termination for all or part of the Agreement; The questions are as follows: 1. I have read the attached City of Kent administrative policy number 1.2. 2. During the time of this Agreement I will not discriminate in employment on the basis of sex, race, color, national origin, age, or the presence of all sensory, mental or physical disability. 3. During the time of this Agreement the prime contractor will provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 4. During the time of the Agreement I, the prime contractor, will actively consider hiring and promotion of women and minorities. 5. Before acceptance of this Agreement, an adherence statement will be signed by me, the Prime Contractor, that the Prime Contractor complied with the requirements as set forth above. By signing below, I agree to fulfill the five requirements referenced above. For: Title: DVj&Lr Date: 1U EEO COMPLIANCE DOCUMENTS - 1 CITY OF KENT ADMINISTRATIVE POLICY NUMBER: 1.2 EFFECTIVE DATE: January 1, 1998 SUBJECT: MINORITY AND WOMEN CONTRACTORS POLICY: SUPERSEDES: April 1, 1996 APPROVED BY Jim White, Mayor Equal employment opportunity requirements for the City of Kent will conform to federal and state laws. All contractors, subcontractors, consultants and suppliers of the City must guarantee equal employment opportunity within their organization and, if holding Agreements with the City amounting to $10,000 or more within any given year, must take the following affirmative steps: 1. Provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 2. Actively consider for promotion and advancement available minorities and women. Any contractor, subcontractor, consultant or supplier who willfully disregards the City's nondiscrimination and equal opportunity requirements shall be considered in breach of contract and subject to suspension or termination for all or part of the Agreement. Contract Compliance Officers will be appointed by the Directors of Planning, Parks, and Public Works Departments to assume the following duties for their respective departments. 1. Ensuring that contractors, subcontractors, consultants, and suppliers subject to these regulations are familiar with the regulations and the City's equal employment opportunity policy. 2. Monitoring to assure adherence to federal, state and local laws, policies and guidelines. EEO COMPLIANCE DOCUMENTS - 2 CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY COMPLIANCE STATEMENT This form shall be filled out AFTER COMPLETION of this project by the Contractor awarded the Agreement. I, the undersigned, a duly represented agent of JJUS , `tiJle- �6' Company, hereby acknowledge and declare that the before -mentioned company was the prime contractor for the Agreement known as ittn� that was entered into on the 1 -�� -'�- (date), between the firm I represent and the City of Kent. I declare that I complied fully with all of the requirements and obligations as outlined in the City of Kent Administrative Policy 1.2 and the Declaration City of Kent Equal Employment Opportunity Policy that was part of the before -mentioned Agreement. For Title: O \1J �_L Date: � —a_o EEO COMPLIANCE DOCUMENTS - 3 Exhibit A THERESA R. DUSEK Assessment, Management and Regulatory Permitting December 9, 2020 Attn: Erin George City of Kent Economic and Community Development 400 West Gowe Kent, Washington 98032-5838 RE: Critical Areas Review Consulting 2021for City of Kent Dear Erin, 128 Rainbow Lane Packwood, WA, 98361 (253)861-3355 In response to your request, Theresa R. Dusek, is pleased to submit this scope of services and cost estimate for services supporting the City of Kent Critical Areas Review. This scope of services and cost estimate is based on information provided by you. The following scope of work would be completed as requested by the City of Kent. 1. Review and confirmation of Wetland Delineations. Typically, 10 hours for a five acre or less site at $100 per hour for an estimated cost of $1,000. 2. Review of Conceptual or Final Mitigation Plans. Typically, 10 to 12 hours at $100 per hour for an estimated cost of $1,000 to $1,200 each. 3. Inspection of initial plantings. Typically, 8 hours for a five acre or less site at $100 per hour for an estimated cost of $800. 4. Inspection, comments and approval of monitoring reports. Typically, 10 to 12 hours at $100.00 per hour for an estimated cost of $1,000 to $1,200. 5. Other consulting services related to the Critical Areas assistance, review and inspection of development permits. 6. Other consulting services related to environmental code enforcement of violations to KCC 11.06. Depends on the code enforcement issue but initial review, site visit and memorandum related to the potential enforcement action would typically require 8 to 10 hours at $100.00 per hour for an estimated cost of $800 to $1,000. If court time is required the fee would be at $150 per hour. The above scope of work would be completed by Theresa Dusek at the fee of $100 per hour on a time and expense basis (except for court time, as noted in Item 6 above). We understand that the City of Kent contract is on a time and expense, not to exceed $60,000 for 2021. We anticipate that once the City requests a task in writing via letter or email (with supporting documents), work would be started within two working days and would be completed within five to fourteen working days, depending on the nature of the work. HP-2012-10 If you have any questions or would like to discuss this proposal in further detail, please feel free to contact me. This proposal will be valid if executed within 90 days of the date of this letter. We appreciate the opportunity to provide our services to you and look forward to working with you on this project. If you have further questions my cell number is 1-253-861-3355. Sincerely, THERESA R. DUSEK Theresa R. Dusek Natural Resource Ecologist Enclosures: Agreement for Professional Services FY-12 (7/12) I accept the above conditions and authorize the work to proceed. By Signature (print) Date Organization 2 HP-2012-10 THERESA R. DUSEK PROFESSIONAL SERVICES AGREEMENT 1. PROFESSIONAL SERVICES Fees for services are based on the time expended on the project, including travel. The fee will be computed by multiplying the number of hours worked by my hourly rate of $100. When subconsultants and\or subcontractors are used, the total cost of their services will be marked up 10 percent. 2. REIMBURSABLE EXPENSES Expenses other than salary costs that are directly attributable to my professional services will be unvoiced at cost plus 10 percent. Examples include but are not limited to expenses for out-of-town travel and living, information processing equipment, instrumentation and field equipment rental, special fees and permits, premiums for additional insurance where required, local mileage and parking, use of rental vehicles, taxi, reproduction, local and out-of-town delivery services, express mail, and job related shipping charges and supplies. 3. PAYMENT TO CONSULTANT Invoices will be submitted periodically for prior services. Payment will be due upon receipt of invoice. An account will become delinquent 30 days after date of billing. It is agreed that a late charge will be added to delinquent accounts at the rate of three percent (3%) for each 30 days from the date of billing (provided the rate of such late charge shall not exceed the maximum allowable by the laws of Washington State, and in that case, then the highest legal rate). If you fail to make payment within 30 days of receipt, I may, after giving seven days written notice to you, suspend services. 4. STANDARD OF CAREUBSENCE OF WARRANTIES Theresa R. Dusek agrees that it will perform its services in a manner consistent with the level of care and skill ordinarily exercised by members ofthe.profession currently practicing under similar conditions, and in accordance with sound and generally accepted principles consistent with normal consulting practices. Theresa R. Dusek provides professional services, however, and nothing in this contract shall be construed to constitute an express or implied warranty, including (but not limited to) any warranty or merchantability or fitness for a particular use. 5. OTHER PROVISIONS It is agreed that this contract is entered into by partied for the sole benefit of the parties to the contract, and that nothing in the contract shall be construed to create a right or benefit for any third party. It is agreed that no action may be commenced by you against the Theresa R. Dusek on any claim arising out of Theresa R. Dusek's services under this contract, whether based on negligence or breach of contract, more than one year after the date that Theresa R. Dusek has performed services under this contract. Neither party shall hold the other responsible for damages or delay in performance caused by weather and other acts of nature, strikes, lockouts, accidents, or other events beyond the control of the other or the others agents. This agreement shall be construed pursuant to the laws of the state of Washington. If any provision of this agreement is found to be unenforceable, illegal, or contrary to public policy, the remaining portions of this agreement shall remain in effect and shall be enforceable. One or more wavers by either party of any provision, term, condition, or covenant shall not be construed by the other party and a waiver of a subsequent breach of the same by the other party. If there is a dispute between Theresa R. Dusek and you concerning the performance of any provision in this agreement, the losing party shal I pay the prevailing party all reasonable costs incurred in connection with the dispute, including staff time, court costs, attorneys' fees, and other dispute -related expenses. If any other dispute occurs and Theresa R. Dusek provides expert or fact witness testimony arising out of the performance of any provision in this agreement, whether at your request or that of any other party, you will be responsible and pay for all of our reasonable related costs, including staff preparation and testimony time, at the rates stated on page 1. Opinions of probable construction cost prepared by us are made on the basis of our experience and qualifications and represent our best judgment as an experienced and qualified professional generally familiar with the industry. However, since we have no control over the cost of labor, materials, equipment, or services furnished by others, or over a contractor's methods of determining prices, or over competitive bidding or market conditions, we cannot and do not guarantee that proposals, bids, or actual construction cost will not vary for opinions of probable construction costs prepared by me. If you wish greater assurance as to probable construction cost, you may employ an independent cost estimator. 6. TERMINATION This agreement maybe terminated by either party by seven days' written notice. If this agreement is terminated, it is agreed that I shall be paid for the total charges for labor performed through the termination notice date, plus reimbursable charges, plus reasonable termination expenses to account for our cost of rescheduling, adjustments, and related costs incurred due to termination. 7. TOTAL AGREEMENT Our agreement with you, consisting of this Professional Services Agreement, together with our proposal and any exhibits thereto, constitute the entire agreement between Theresa R. Dusek and you and supersedes all prior written or oral understandings. This agreement may be amended, supplemented, modified, or canceled only by a duly executed written instrument. FY 12 (7/12) HP-2012-10 EXHIBIT B INSURANCE REQUIREMENTS FOR CONSULTANT SERVICES AGREEMENTS Insurance The Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Consultant, their agents, representatives, employees or subcontractors. A. Minimum Scope of Insurance Consultant shall obtain insurance of the types described below: 1. Automobile Liability insurance covering all owned, non- owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. 2. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products-completed operations, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide the Aggregate Per Project Endorsement ISO form CG 25 03 11 85. The City shall be named as an insured under the Consultant’s Commercial General Liability insurance policy with respect to the work performed for the City using ISO additional insured endorsement CG 20 10 11 85 or a substitute endorsement providing equivalent coverage. 3. Workers’ Compensation coverage as required by the Industrial Insurance laws of the State of Washington. 4. Professional Liability insurance appropriate to the Consultant’s profession. 5. Contractor’s/Consultant’s Pollution Liability insurance covering losses caused by pollution conditions that arise from the operations of the Contractor. EXHIBIT B (Continued) B. Minimum Amounts of Insurance Consultant shall maintain the following insurance limits: 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $500,000 per accident. 2. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate. 3. Professional Liability insurance shall be written with limits no less than 1,000,000 per claim and $1,000,000 policy aggregate limit. 4. Contractor’s Pollution Liability insurance shall be written in an amount of at least $1,000,000 per loss, with an annual aggregate of at least $1,000,000. Coverage may be written on a claims-made basis. C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability and Commercial General Liability insurance: 1. The Consultant’s insurance coverage shall be primary insurance as respect the City. Any Insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Consultant’s insurance and shall not contribute with it. 2. The Consultant’s insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. 3. The City of Kent shall be named as an additional insured on all policies (except Professional Liability) as respects work performed by or on behalf of the Consultant and a copy of the endorsement naming the City as additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all required insurance policies. The Consultant’s Commercial General Liability insurance shall also contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer’s liability. EXHIBIT B (Continued) D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. E. Verification of Coverage Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Consultant before commencement of the work. F. Subcontractors Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the same insurance requirements as stated herein for the Consultant. 10/28/2020 American Underwriters 6429 South Tacoma Way Tacoma, WA 98409 Shelby Murphy (253)473-1415 (866)804-2460 shelby@american-underwriters.com 00005592-354171 46 Theresa Dusek 128 Rainbow Lane Packwood, WA 98361 Capitol Specialty Insurance Corporation A Y EV20183426-03 10/01/2020 10/01/2021X X X 1,000,000 50,000 5,000 1,000,000 2,000,000 2,000,000 ... B No Cvg No Cvg No Cvg No Cvg ... B X No Cvg No Cvg ... B No Cvg No Cvg No Cvg Capitol Specialty Insurance Corporation A EV20183426-03 10/01/2020 10/01/2021Prof liability Aggregate 1,000,000 Capitol Specialty Insurance Corporation A EV20183426-03 10/01/2020 10/01/2021Pollution Liability Aggregate 1,000,000 City of Kent Economic & Community Development as additional insured when required by written contract per form ENV 167 (05-16), attached. City of Kent Economic & Community Development 220 4th Avenue South Kent, WA 98032 (SRM) Printed by SRM on October 28, 2020 at 08:49AM ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD DATE (MM/DD/YYYY) PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTED CLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGG $JECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $$ PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE Forms a part of Policy No.:EV20183426-03 Issuing Company:Capitol Specialty Insurance Corporation THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Additional Insured – Owners, Lessees or Contractors – Scheduled Person or Organization This endorsement modifies insurance provided under the Environmental Policy for the following: Commercial General Liability Coverage Form Contractors Pollution Liability Coverage Section ENV 167 (05-16)© 2016 CapSpecialty, Inc. All rights reserved.Page 1 of 2 It is hereby understood and agreed that the following changes are incorporated into the Coverage Form(s) / Coverage Section(s) listed above. If the Commercial General Liability Coverage Form is listed above, defined terms shown in bold may appear in quotations in such coverage form. Schedule Name of Additional Insured Person(s) or Organization(s)Location(s) of Covered Operations Any person or organization for whom you are performing ''your work'' when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an Additional Insured on your policy. All locations where ''your work'' is performed as specified in the contract or written agreement between you and the Additional Insured(s). A.Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for Bodily Injury, Property Damage or Personal and Advertising Injury caused, in whole or in part, by: 1.Your acts or omissions; or 2.The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. However: 1.The insurance afforded to such additional insured only applies to the extent permitted by law; and 2.If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to Bodily Injury or Property Damage occurring after: 1.All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2.That portion of Your Work out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. C.The Section entitled TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US of the Coverage Form or Coverage Section listed above is amended by the adding the following: We waive any right of recovery We may have against the person or organization specified in the above Schedule because of payments We make for injury or damage arising out of Your Work done under a written contract with that person or organization. This waiver applies only to the person or organization specified in this Schedule. D.This insurance shall be considered primary with respect to other valid and collectible insurance available to the Additional Insured for damages or Loss We cover under the Coverage Form(s) / Coverage Section(s) specified above for the Additional Insured. It is also agreed that any such other insurance available to the Additional Insured shall be non-contributory, and We shall not seek contribution from such other insurance. Forms a part of Policy No.:EV20183426-03 Issuing Company:Capitol Specialty Insurance Corporation Additional Insured – Owners, Lessees or Contractors – Scheduled Person or Organization Continued ENV 167 (05-16)© 2016 CapSpecialty, Inc. All rights reserved.Page 2 of 2 If this endorsement is issued after the Policy has been issued, it is deemed to have been added to the list of forms and endorsements on the Declarations. All other terms and conditions of this Policy remain unchanged. Authorized Representative WASHINGTON INSURANCE IDENTIFICATION CARD UNITED SERVICES AUTOMOBILE ASSN I NAME OF INSURED THERESA R DUSEK I PATRICK A DUSEK POLICY NUMBER 00162 19 43U 7106 8 ' EFFECTIVE DATE 12/04/20 EXPIRATION DATE 06/04/21 VEHICLE DESCRIPTION I YEAR MAKE/MODEL 2017 FORD F-350 VEHICLE IDENTIFICATION NUMBER 1 FT8W3BT7HEB66041 9800 Fredericksburg Road San Antonio, Texas 78288 Additional copies available at usaa.com CONTACT US: 210-531-USAA(8722) OR 800-531-USAA